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Teague v. Healthcare Development Partners, LLC

United States District Court, N.D. Illinois, Eastern Division

August 22, 2019



          Honorable Marvin E. Aspen, United States District Judge

         In 2015, Plaintiff Joshua Teague entered into an employment agreement with Defendant Healthcare Development Partners (“HDP”), a real estate development and property management company. (Employment Agreement (“Contract”) (Dkt. No. 48-8) at 16-17; Answer (Dkt. No. 14) ¶ 2.) Defendant Todd Bryant, a managing member of HDP, executed the contract on HDP's behalf. (Contract at 16-17.) Teague was eventually terminated by HDP after approximately two years of employment. (Dkt. No. 48-8, Ex. E at 30.)[1] Following his termination, Teague sued HDP and Bryant (collectively “Defendants”) claiming that they failed to pay him his full salary, incentive compensation, and reimbursements for business expenses. (Compl. (Dkt. No. 1).) Presently before us is Teague's motion for summary judgment as to liability for breach of contract, violation of the Illinois Wage Payment & Collection Act (“IWPCA”), 820 ILCS 115/1 et seq., and declaratory judgment. (Mot. for Summ. J. (“SJ Mot.”) Dkt. No. 46).) Also before us is Defendants' motion to strike paragraphs within Teague's Local Rule 56.1 statement of material facts. (Dkt. No. 65.) For the reasons set forth below we grant in part and deny in part Defendants' motion to strike and deny Teague's motion for summary judgment.


         Before outlining the background facts, we address Defendants' motion to strike. Defendants' motion stems from the parties' dispute over two sets of requests for admission made by Teague. (See Dkt. Nos. 48-1, 48-2.) Teague claims that Defendants' responses to his requests were deficient and threatened to move to have the facts in his requests deemed admitted. (Dkt. No. 48-5 at 2-3.) Teague never filed such a motion, and later filed his present motion for summary judgment and corresponding Local Rule 56.1 statement of material facts. (SJ Mot.; Pl.'s Statement of Material Facts (“Pl.'s Facts”) (Dkt. No. 48).) In his statement of facts, Teague included a section titled “Defendants' Admissions of Fact Under Rule 36, ” which outlines the history of his requests for admission and Defendants' responses. (Pl.'s Facts ¶¶ 6-10.) Defendants responded to Teague's statement of facts admitting and denying the assertions therein. (Defs.' Resp. to Pl.'s Facts (Dkt. No. 60).) Two weeks later, Defendants moved to strike paragraphs 6-10, 12-13, 17-18, 30, and 34 of Teague's statement of facts. (Mot. to Strike at 3.)

         Motions to strike are disfavored unless they serve to help expedite proceedings and are generally not granted when ruling on motions for summary judgment. Sun v. Bd. of Trs. of Univ. of IL, 429 F.Supp.2d 1002, 1030 (C.D. Ill. 2006); RLJCS Enters., Inc. v. Prof'l Ben. Tr., Inc., 438 F.Supp.2d 903, 906 (N.D. Ill. 2006). In the Northern District of Illinois, a party moving for summary judgment must submit “a statement of material facts as to which [it] . . . contends there is no genuine issue and that entitle [it] to a judgment as a matter of law.” L.R. 56.1(a). The statement must “consist of short numbered paragraphs” with “specific references to . . . affidavits, parts of the record, and other supporting materials relied upon.” Id. If a factual statement is not supported by the material cited, it will not be credited. Fenje v. Feld, 301 F.Supp.2d 781, 789 (N.D. Ill. 2003); Malec v. Sanford, 191 F.R.D. 581, 583 (N.D. Ill. 2000). Further, the “statement should be limited to material facts, that is, facts pertinent to the outcome of the issues identified in the summary judgment motion.” Malec, 191 F.R.D. at 583 (emphasis in original). The non-moving party is required to respond to the movant's statement and “in the case of any disagreement” provide specific citations to the material relied upon. L.R. 56.1(b)(3). Facts denied without support will be considered undisputed. Garber v., Inc., 380 F.Supp.3d 766, 770 (N.D. Ill. 2019). Further, both parties must be diligent and specific in the materials they cite in support of their assertions or denials, as it is improper to cite “an entire deposition, affidavit, or other exhibit document.” Malec, 191 F.R.D. at 583. District courts are not required “to scour the record in search of material factual disputes” Roger Whitmore's Auto. Servs., Inc. v. Lake Cty., Ill., 424 F.3d 659, 664 n.2 (7th Cir. 2005), and may ignore documents “not referred to in the statement of facts.” Malec, 191 F.R.D. at 583.

         Of the statements Defendants seek to strike, many of them are not material and relate only to the circumstances of Teague's requests for admission. (See Pl.'s Facts ¶¶ 6-10.) Because these statements are not material, they are stricken. Two of the six remaining statements, paragraphs 12 and 13, were admitted by Defendants in their response to Teague's statement of facts. (Defs.' Resp. to Pl.'s Facts ¶¶ 12-13). Defendants have also not cited any evidence to support a denial of these facts. Thus, paragraphs 12 and 13 will be considered undisputed for the purposes of Teague's motion for summary judgment.

         Facts contained in paragraphs 17 and 18 will also be considered undisputed for the purposes of Teague's summary judgment motion because they are not subject to genuine dispute. Paragraphs 17 and 18 state that Teague “made multiple requests/demands” for Bryant to complete a portion of the contract and Bryant never did. (Pl.'s Facts ¶¶ 16-17.) These statements are supported by Teague's personal declaration. (Decl. of Joshua Teague (“Teague Decl.”) (Dkt. No. 48-8) ¶¶ 6-7.) Defendants incorrectly deny these assertions by citing to an entire affidavit rather than specific paragraphs (Defs.' Resp. to Pl.'s Facts ¶¶ 16-17), and our review of the affidavit cited does not demonstrate that the facts are subject to genuine dispute. (See Aff. of Todd Bryant (“Bryant Aff.”) (Dkt. No. 63-1).) Thus, paragraphs 17 and 18 will be considered undisputed for the purposes of Teague's summary judgment motion.

         As for paragraph 30, Defendants incorrectly cite an entire affidavit to support their denial. (Defs.' Resp. to Pl.'s Facts ¶ 30.) However, because many of the paragraphs within the affidavit cited support Defendants' denial, we will consider the fact in paragraph 30 genuinely disputed but will not strike it. Finally, Paragraph 34 will not be credited for the purposes of Teague's motion for summary judgment. Paragraph 34 states that Defendants' attorney admitted that Defendants' owed Teague money. (Pl.'s Facts ¶ 34.) The only materials cited in support of this alleged fact are Teague's requests for admission, Defendants' responses, and Teague's objections to those responses. However, none of these materials support the fact asserted in paragraph 34. While there is evidence that Defendants' attorney offered to pay Teague some money, she was clear that HDP's “position is that it does not owe Mr. Teague the monies demanded.” (Dkt. No. 48-1 at 13-14.) Thus, we will not consider the fact asserted in paragraph 34 for the purposes of Teague's motion for summary judgment but decline to strike it.

         In sum, we grant Defendants' motion in part and strike paragraphs 6-10 of Teague's statement of material facts. Defendants' motion is denied in all other respects. The facts in paragraphs 12-13 and 17-18 will be considered undisputed for the purposes of Teague's motion for summary judgment, paragraph 30 will be considered genuinely disputed, and paragraph 34 will not be credited.


         The facts outlined hereafter are taken from the parties Local Rule 56.1 statements and the materials cited therein and are undisputed unless otherwise noted subject to the qualifications outlined above. In July 2015 Teague entered into an employment agreement with HDP to serve as a senior vice president. (Pl.'s Facts ¶ 11; Contract at 16-17.) Teague's basic responsibilities were to manage or assist in managing real estate development projects around the United States. (Contract at 9, § 5.) For his efforts, Teague was to “receive an annual base salary of $145, 000 annualized, subject to review from time to time and no less often than annually.” (Id. at 10, § 7(b).) HDP's managing members, Bryant and Frank Talbert, whom the contract defines as HDP's “Owners, ” signed the contract on HDP's behalf. (Id. at 9, § 4.)


         As part of the contract, Teague was “eligible to receive . . . an annual bonus equivalent to 20% of [his] base salary based on [his] performance.” (Contract at 10, § 7(c).) Bonuses were to be “reasonably determined by the Owners, and based on eligibility factors and criteria, [that would be] determined by [Teague] and the Owners and attached as Schedule A to th[e] Agreement.” (Id.) The contract also stated that it was “the intent of the Parties to complete Schedule A . . . in the calendar year of 2015.” (Id.) Despite this language, the parties never completed Schedule A. (Teague Decl. ¶¶ 6-7; Bryant Aff. ¶ 4.) Teague did, however, demand that Bryant complete Schedule A on several occasions in 2015. (Teague Decl. ¶ 6.) Teague also claims that in April 2016 he and Bryant had a meeting where Bryant promised to pay him a bonus of 40% of his salary if he completed certain tasks. (Id. ¶ 11.) Bryant denies ever promising to pay Teague any kind of bonus over the course of his employment. (Bryant Aff. ¶ 28.)


         Teague worked on at least two projects during his employment. One was based in Winchester, Virginia (the “Winchester Project”) and another was based in Phoenix, Arizona (the “Sierra Bloom Project”). (Teague Decl. ¶ 8; Dkt. No. 48-8, Ex. B at 21.) The nature of these projects and Teague's role within them is unclear, but Teague did play a “direct managerial role” in the Winchester project. (Teague Decl. ¶ 8.) Teague asserts that Bryant promised him a 10% stake in the Winchester Project and a 5% stake in the Sierra Bloom Project. (Id. ¶¶ 8-9.) These promises were never made according to Bryant. (Bryant Aff. ¶ 28.)

         The contract did allow Teague to earn additional compensation for projects he was involved in. (Contract at 10-11, § 9.) The contract states:

The Parties acknowledge that the investment structure of certain projects pursued by [HDP] may contain a promoted interest[2] as added incentive to [HDP] (the “Promote”). To the extent [Teague] provides a direct managerial role in projects where a Promote exists [Teague] will receive a percentage of the Promote within the range of 10-35% as mutually determined by the Parties on a case-by-case basis.

(Id.) The contract also references the Sierra Bloom Project:

[Teague's] percentage of any Promote related to the Sierra Bloom campus in Phoenix, Arizona is anticipated to be within the range of 5-10% as mutually determined by the Parties.

(Id.) Teague was never paid any promoted interest compensation for these projects during his employment. (Teague Decl. ¶ 28.)

         III. TEAGUE'S ...

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