Stankiewicz, MD, FAAD v. DuPage Medical Group, Ltd.

Filing 92

MEMORANDUM Opinion and Order Signed by the Honorable John Z. Lee on 10/13/20.Mailed notice(ca, )

IN THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
KELLY STANKIEWICZ,
MD, FAAD,
Plaintiff,
v.
DUPAGE MEDICAL GROUP,
LTD., d/b/a DUPAGE MEDICAL
GROUP, an Illinois corporation,
Defendant.

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No. 18 C 3823
Judge John Z. Lee

MEMORANDUM OPINION AND ORDER
For Plaintiff Dr. Kelly Stankiewicz, a month makes all difference.

If her

employment at Defendant DuPage Medical Group (“the Group” or “DMG”) ended on
July 31, 2017 (as the Group claims), the Group would have enjoyed the right to
redeem her ownership shares for just $11,000.

On the other hand, if Stankiewicz

secured permission from the Group to stay on for a few more weeks thereafter (as she
claims), the value of her shares would have soared to approximately $1 million.
Convinced that the Group agreed to delay her departure from the medical
practice, Stankiewicz seeks a declaratory judgment that the Group failed to pay a fair
value for her shares, in violation of the Illinois Business Corporation Act, 805 ILCS
5/1.01 et seq.

In response, the Group has moved for summary judgment.

Because

a reasonable trier of fact could find in Stankiewicz’s favor, however, the motion is
denied.

I.
A.

Background1

Stankiewicz’s Role at the Group
The Group employs over 700 physicians at 120 locations in the Chicago area.

Pl.’s Stmt. Additional Facts (“SOAF”) ¶ 1, ECF No. 74.

Starting in 2011,

Stankiewicz worked as a dermatologist at the Group’s Naperville office.
Material Facts (“SOF”) ¶ 13, ECF No. 69; SOAF ¶ 4.
Bhatia, the physician-site leader for that office.

Def.’s Stmt.

She reported to Dr. Ashish

SOF ¶ 32; SOAF ¶ 4.

At the outset, Stankiewicz and the Group entered into an Employment
Agreement authorizing either party to terminate her employment with “ninety days
prior written notice.”
16.

Def.’s Ex. 2-A, Employment Agreement § 3.1(c), ECF No. 69-

The Agreement also specified that “[a]ll notices or communications to the

Medical Group shall be delivered or mailed to the attention of its President or its
Chief Executive” (“CEO”).2 Id. § 12.1.
Two years after she started, Stankiewicz acquired 1,000 common shares in the
Group.

SOF ¶¶ 19–22.

In doing so, she signed a Shareholder Agreement

acknowledging that the shares “shall be automatically redeemed” by the Group if
certain events occurred, including:
(c)
1

The termination of employment of the Shareholder with the

The following facts are undisputed or have been deemed admitted, unless otherwise

noted.
The parties dispute whether the Group’s physicians understood this policy to mean
that only the CEO or President retained authority to alter the terms and conditions of their
employment. See Pl.’s Resp. Def.’s Stmt. Material Facts (“RSOF”) ¶¶ 12, 17, ECF No. 74.
2

2

Group for any reason; [and]
(d)

The decision of the Shareholder to terminate his interest in the
Group as a Shareholder[.]

Id. ¶¶ 19–20; Def.’s Ex. 2-C, Shareholder Agreement § 2, ECF No. 69-19.
B.

Stankiewicz’s Resignation
Drawn by the promise of less crime and more employment opportunities,

Stankiewicz and her husband decided to move from the Chicago area to Park City,
Utah, in 2017.

SOF ¶¶ 24–26. To that end, Stankiewicz emailed Susan Ruggio,

the Practice Manager for the Group’s Naperville office, on April 24, 2017.
29.

Id ¶¶ 27–

In relevant part, Stankiewicz’s email stated:
I would like to send out emails to DMG headquarters and the office
sometime this week. Preferably as early as tomorrow. Can you check
these messages and let me know what you think the best procedure is?
Who should I address this email to in headquarters?
....
To DMG headquarters:
It is with mixed emotions that I inform you of my exit from DuPage
medical group. I am available to complete my duties here until the end
of July. After this, my family and I will be moving to Park City, UT.

Id. ¶ 29.

The next day, Ruggio replied:

As far as DMG I would say Dennis [Fine, Chief Operating Officer] and
Mike Kasper [Chief Executive Officer]. Do you have any obligation to
the [B]oard? Maybe Dr. Merrick [President of the Board] would cover
that portion. I would maybe check with Dr[.] Bhatia on that as I’m not
sure.
Def.’s Ex. 2-D, 4/25/17 Email from S. Ruggio to K. Stankiewicz, ECF No. 69-20.
Later that day, Ruggio advised Stankiewicz that she had “talked to Dr. Bhatia
3

about who to send the letter to.

He said to send it to him (as dept. chair and site

leader I presume) and he will forward on.”

Pl.’s Ex. C-3, 4/25/17 Email from S.

Ruggio to K. Stankiewicz, ECF No. 74-50; see Def.’s Ex. 1-A, Stankiewicz Dep.
(“Stank. Dep.”) at 71:4–72:6, ECF No. 69-2.
Consistent with Ruggio’s instructions, Stankiewicz directed her resignation
email message to Bhatia.

SOF ¶ 32; see Def.’s Ex. 2-E, 5/1/17 Email from K.

Stankiewicz to A. Bhatia, ECF No. 69-21.
to the Group’s senior leaders.
Pearlman, ECF No. 69-22.

In turn, Bhatia transmitted that message

See Def.’s Ex. 2-F, 5/2/17 Email from D. Fine to B.

Other Group employees apprised Stankiewicz’s patients

about her departure, advised hospitals and health plans that July 31, 2017 would be
her last day, and arranged for her access to patient records to terminate on that date.
SOF ¶¶ 35, 37–40.
C.

Stankiewicz’s Attempt to Stay
That summer, Stankiewicz learned that the Group was planning to sell one of

its assets to a private equity firm in the coming months.

SOF ¶ 42.

That

transaction promised to dramatically increase the value of the Group’s shares.
RSOF ¶ 65.

Indeed, Stankiewicz estimates that her 1,000 shares—for which she

originally paid $11,000—would have been worth about $1 million after the
transaction closed.

Id.

So, a week before her scheduled departure, Stankiewicz asked Ruggio and
Bhatia if it would be possible for her to stay through the end of August.
4

Id. ¶ 47.

At that point, Ruggio began “notif[ying] all the departments [she] could think of by
email.”
36.

Pl.’s Ex. B-22, 7/25/2017 Email from S. Ruggio to C. Sagredo, ECF No. 74-

For example, she sent an email blast informing dozens of the Group’s employees

that “Dr. Stankiewicz has decided to stay on until the end of August.”

See Pl.’s Ex.

C-8, 7/24/2017 Email from S. Ruggio to B. Glisson, ECF No. 74-55.

Bhatia then

forwarded that email to Stankiewicz with the comment: “Looks like [Ruggio] made
[the extension] happen!” SOAF ¶ 21.
Two days later, Ruggio told Stankiewicz that she could stay on through August
31, 2017.

Id. ¶ 20. Specifically, Ruggio wrote:

Glad you will be here for another month. I did submit everything to
the appropriate parties with an end date of 8/31. I worked with
Claudia Seg[r]ado the credentialing manager who walked me through
the appropriate steps in notifying everyone of the change from 7/31
to 8/31.
Id.

At the same time, other Group employees placed patients on Stankiewicz’s

August schedule, extended her malpractice insurance coverage, and notified hospitals
and health plans about her new end date.

Id. ¶¶ 19, 24, 26, 27, 45.

The next day, July 27, Stankiewicz emailed a notice to the Group’s President
and CEO asserting her right as a shareholder to dissent from the planned
transaction.

Id. ¶ 33.

Four days passed.

Id. ¶ 37. Finally, on July 31, the CEO

sent Stankiewicz a message purporting to reject her offer to stay and stating that her

5

employment would end that day.3 Id. ¶ 37.

The Group also deposited $11,000 in

compensation for Stankiewicz’s shares in her bank account, but she immediately
returned the money.

Id. ¶ 39.

Convinced that the Group improperly prevented her

from exercising her right to dissent, Stankiewicz filed his lawsuit.
II.

Legal Standard

Summary judgment is proper where “there is no genuine dispute as to any
material fact and the movant is entitled to judgment as a matter of law.” Fed. R.
Civ. P. 56(a). The moving party bears the initial burden of establishing the absence
of a genuine dispute as to any material fact. Celotex Corp. v. Catrett, 477 U.S. 317,
322 (1986).

Once the moving party has carried this initial burden, the nonmoving

party must then set forth specific facts demonstrating that there are disputed
material facts that must be decided at trial. Id. at 321–22.

The nonmoving party

carries this ultimate burden where “a reasonable jury could return a verdict in her
favor.”

Gordon v. FedEx Freight, Inc., 674 F.3d 769, 772–73 (7th Cir. 2012).

The evidence considered for summary judgment “must be admissible if offered
at trial, except that affidavits, depositions, and other written forms of testimony can
substitute for live testimony.”

Malin v. Hospira, Inc., 762 F.3d 552, 554–55 (7th Cir.

The parties dispute whether this means that the Group fired Stankiewicz or whether
it simply adhered to the earlier agreement for Stankiewicz to resign as of July 31. See RSOF
¶ 63. To support its view, the Group points to Stankiewicz’s deposition testimony that “the
Group did not fire [her].” Pl.’s A-10, Stankiewicz Dep. at 250:7–17, ECF No. 74-11. But,
read in context, that statement seems to refer to Stankiewicz’s initial decision to resign, not
to the CEO’s July 31 email ending her employment.
3

6

2014). The Court gives the nonmoving party “the benefit of conflicts in the evidence
and reasonable inferences that could be drawn from it.”

Grochocinski v. Mayer

Brown Rowe & Maw, LLP, 719 F.3d 785, 794 (7th Cir. 2013).
III.

Analysis

The Group maintains that it is entitled to summary judgment for four reasons:
(1) it never agreed to extend Stankiewicz’s employment beyond July 31, 2017; (2) it
retained the right to redeem her shares on July 31 regardless of her departure date;
(3) the doctrine of unclean hands bars Stankiewicz’s claim; and (4) the statute of
frauds prevents her from enforcing any modification to the Employment Agreement.
The Court will address each argument in turn.
A.

Apparent Authority
The central issue in this case is whether the parties agreed to postpone

Stankiewicz’s departure beyond July 31, 2017.

If the Group extended Stankiewicz’s

employment through the end of August, then she likely had the right to dissent from
the anticipated transaction, which was scheduled to close in the middle of that month.
SOAF ¶ 40.

But if the Group properly terminated Stankiewicz before that date,

then she would not have enjoyed the right to dissent.

See 3/8/19 Order at 8–10, ECF

No. 48 (citing Brynwood Co. v. Schweisberger, 913 N.E.2d 150, 169 (Ill. App. Ct.
2009)).
At this stage, Stankiewicz does not dispute that the Group accepted her offer
to resign on July 31, nor does she contest that no one with actual authority altered
7

that date.

See Pl.’s Resp. at 11, ECF No. 75.

Instead, she submits that Ruggio and

Bhatia had apparent authority to accept her offer to stay beyond July 31.4
It is well-established under Illinois law that “[a] principal is bound not only by
the authority that he actually gives another, but also by the authority he appears to
give.” Willmott v. Fed. St. Advisors, Inc., No. 05-cv1124, 2008 WL 2477507, at *7
(N.D. Ill. June 27, 2008) (cleaned up); see, e.g., Gilbert v. Sycamore Mun. Hosp., 622
N.E.2d 788, 795 (Ill. 1993)).

“Apparent authority arises where the principal creates,

through words or conduct, the reasonable impression that the putative agent has
been granted authority to perform certain acts.”

Id. (cleaned up).

As particularly relevant here, “apparent agency may arise . . . from silence of
the alleged principals when they knowingly allow another to act for them as their
agent.”

Bethany Pharmacal Co. v. QVC, Inc., 241 F.3d 854, 859–60 (7th Cir. 2001)

(applying Illinois law); see, e.g., Phillips v. Cmty. Ctr. Found. & Children’s Farm, 606
N.E.2d 447, 450–51 (Ill. App. Ct. 1992) (“Acquiescence by the principal in the conduct
of the putative agent is sufficient to establish apparent authority.”); Hepp v. Ultra
Green Energy Servs., LLC, No. 13-cv-4692, 2016 WL 1073070, at *5 (N.D. Ill. Mar. 18,
2016) (“[A]pparent authority . . . may flow from a principal’s general knowledge of
and acquiescence to the routine conduct of its agent.”).

Stankiewicz also argues that the Group ratified the agreement to postpone her end
date. But because (as the Court explains) a reasonable factfinder could conclude that Ruggio
and Bhatia had apparent authority to accept Stankiewicz’s proposal, the Court declines to
reach this alternative argument.
4

8

Phillips illustrates this principle.

The main question there was whether a

groundskeeper employed by a community center possessed apparent authority to
allow third-parties to handle the center’s horses.

606 N.E.2d at 450.

In the past,

the groundskeeper had encouraged his friends and family to make use of the horses.
Id. at 448–49.

And, on a number of those occasions, the center’s Executive Director

was present and “did not say anything regarding the riding of the horses.”
450.

Id. at

Because of the Director’s prior acquiescence, the court held that “a reasonable

person could conclude that . . . [the groundskeeper] had apparent authority” to permit
outsiders to handle the horses even when the Director was not present.

Id. at 451.

The same logic explains why Stankiewicz’s apparent authority theory survives
summary judgment.

Like the Director in Phillips, the Group was informed of

Stankiewicz’s initial resignation and allowed Ruggio and Bhatia to alter the terms of
Stankiewicz’s employment.

For example, when Stankiewicz resolved to resign, she

notified Ruggio and Bhatia, not the Group’s senior leaders.

See SOF ¶¶ 27–29.

In

turn, Ruggio and Bhatia enlisted other Group employees in making the necessary
arrangements, such as informing hospitals and rescheduling patients.
37, 39.

See id. ¶¶ 35,

Thus, just as the Director in Phillips stayed silent while the groundskeeper

permitted others to handle the horses, so too did the Group acquiesce to Ruggio and
Bhatia’s acceptance of Stankiewicz’s resignation.
In seeking to delay her departure, Stankiewicz followed the same steps. Id.
¶ 47.

She notified Ruggio and Bhatia about her desire to stay.
9

SOAF ¶ 20.

And,

as before, they promptly indicated that Stankiewicz’s request had been approved.
Id.

At the same time, Group administrators extended her malpractice insurance, IT

access, and availability for patient scheduling.

See id. ¶¶ 19, 24, 26–27.

Those

updates involved more than a half-dozen employees, hundreds of patients, and an
expenditure of significant funds.

Yet the Group’s senior leaders knew of these

developments but did nothing to intervene, at least until Stankiewicz submitted her
notice of dissent.

Id. ¶ 37.

Taking into account the Group’s silence in the face of

this knowledge, along with its prior acquiescence to similar changes initiated by
Ruggio and Bhatia, a reasonable trier of fact could conclude that Ruggio and Bhatia
possessed apparent authority to postpone Stankiewicz’s departure.5
None of the Group’s counterarguments are persuasive.

First, it submits that

Stankiewicz knew that Ruggio and Bhatia lacked authority to extend her
employment.
2013).

Cf. Cove Mgmt. v. AFLAC, Inc., 986 N.E.2d 1206, 1213 (Ill. App. Ct.

(“If the third person knows . . . that the acts exceed the agent’s powers . . . he

cannot assert an apparent authority effective against the principal.”) (cleaned up).
To this end, the Group spotlights certain remarks Stankiewicz made during her

In a footnote in its reply brief, the Group contends that Stankiewicz’s complaint failed
to allege that Bhatia had apparent authority and that she has therefore waived that
argument here. Def.’s Reply at 4 n.5 (citing Chessie Logistics Co. v. Krinos Holdings, Inc.,
867 F.3d 852, 861 (7th Cir. 2017)). By reserving this argument for its reply brief, however,
the Group itself has waived it. See Hernandez v. Cook Cty. Sheriff’s Office, 634 F.3d 906,
913 (7th Cir. 2011) (“[A]rguments made for the first time in a reply brief are generally treated
as waived.”). Besides, Stankiewicz’s argument about Bhatia’s apparent authority is best
understood as “an alternative legal characterization of the complaint’s facts” rather than “a
new fact” subject to waiver. See Chessie, 867 F.3d at 861 (cleaned up).
5

10

deposition.

For instance, when asked whether “Bhatia was the one who gave you

permission to stay,” Stankiewicz replied, “I think that locally in our office before I
would do anything, I would ask him.

But ultimately, I think it was up to DMG

headquarters.” Stank. Dep. at 154:15–155:2.

She made a similar comment about

Ruggio, too. See id. at 161:2–6.
Those remarks are susceptible to two reasonable interpretations, only one of
which supports the Group’s request for summary judgment.

One reading is that

Stankiewicz believed that Bhatia and Ruggio exceeded their powers when they
confirmed the extension.

So understood, Stankiewicz’s statements foreclose her

apparent authority theory.

But another reading is that the comments reflect a

layperson’s understanding of an agency relationship: Stankiewicz recognized “DMG
headquarters” as the principal and viewed Bhatia and Ruggio as agents who were
ultimately accountable to that principal.

That would accord with Stankiewicz’s

prior experience, in which she directed her resignation to Bhatia and Ruggio, who in
turn notified headquarters.

Read that way, Stankiewicz’s remarks are not

inconsistent with her apparent authority theory.6

The Group also cites a text message Stankiewicz sent to another doctor, which stated:
“Just heard from the ‘c-suite’ that I’m not allowed to change my end date. Hahaha. As
expected.” Def.’s Ex. 1-J, Dr. Hsu Text Messages at 4, ECF No. 69-11. During her
deposition, Stankiewicz clarified that she “expected” that the Group would try to prevent her
from staying once she exercised her right to dissent, not that she expected that Ruggio and
Bhatia lacked authority to allow her to stay. See Pl.’s Ex. A-10, Stank. Dep. at 181:21–
183:19. Whether that explanation is credible is a questions for trial, not summary
judgment.
6

11

Next, the Group faults Stankiewicz for ignoring the Employment Agreement.
Under that Agreement, “[a]ll notices or communications to the medical group shall
be delivered or mailed to the attention of its President and its Chief Executive.”
¶ 16.

SOF

As the Group points out, there is no apparent authority when a principal has

“consistently maintained that the only way in which it would enter a binding contract
was through [an offer accepted] by [the principal].”
(discussing the context of purchase orders).

See Bethany, 241 F.3d at 860

But, when the record is construed in

Stankiewicz’s favor, the Notice Provision does not speak to the scope of Bhatia’s or
Ruggio’s authority. Rather than requiring that the CEO and President approve all
changes, it merely mandates that they receive certain notifications.

And, based on

Ruggio and Bhatia’s representations, Stankiewicz reasonably assumed that they had
advised the Group’s officers about her delayed departure.

See, e.g., Pl.’s Ex. C-1,

4/25/17 Email from S. Ruggio to K. Stankiewicz. Thus, the Notice Provision leaves
open the possibility that Stankiewicz reasonably believed that Ruggio and Bhatia had
authority to extend her employment.
Equally unavailing is the Group’s argument that Stankiewicz neglected to
perform a “reasonable inquiry” into “the true state of the [agents’] powers.”

Siena

at Old Orchard Condo. Ass’n v. Siena at Old Orchard, LLC, 75 N.E.3d 420, 444 (Ill.
App. Ct. 2017).

Considering Stankiewicz’s April 24 email asking whom to contact at

“Headquarters,” together with the many indications that the Group had approved the
extension (such as changes in IT access and patient scheduling), a reasonably
12

factfinder could conclude that Stankiewicz took reasonable steps to verify the scope
of Ruggio’s and Bhatia’s authority.

See, e.g., SOF ¶¶ 27–29; SOAF ¶¶ 19, 24, 26.

Finally, the Group questions whether Stankiewicz detrimentally relied on
Ruggio and Bhatia’s representations that she could stay on until August 31, 2017.
It is true that, without “detrimental reliance upon the agent’s authority, there can be
no apparent authority.”

Cove, 986 N.E.2d at 1213.

But that principle does not help

the Group here.
After the Group’s administrators put hundreds of patients on her August
calendar, Stankiewicz personally updated forty-nine of those patients’ treatment
plans.

SOAF ¶ 27.

That counts as detrimental reliance unless Stankiewicz would

have made the same revisions (or expended similar effort on other Group work)
regardless of her departure date.

See, e.g., DeGeer v. Gillis, 707 F. Supp. 2d 784, 797

(N.D. Ill. 2010). Given that the patients had August appointments, a reasonable
inference is that Stankiewicz would not have invested time updating their treatment
plans unless she expected to stay given the news that she had received.
Ultimately, then, the Court cannot say that Stankiewicz’s apparent authority
theory fails as a matter of law.

Cf. Kaporovskiy v. Grecian Delight Foods, Inc., 787

N.E.2d 268, 272 (Ill. App. Ct. 2003) (“[T]he question of whether an agency
relationship exists and the scope of the purported agent’s authority are questions of
fact.”).

Whether Bhatia and Ruggio had the authority to extend Stankiewicz’s

tenure beyond July 31 is a question that must be answered at trial.
13

B.

The Right to Redeem
In the alternative, the Group contends that it had the right to redeem

Stankiewicz’s shares on July 31, 2017 regardless of her end date.

The Shareholder

Agreement specifies that shares “shall be automatically redeemed . . . [upon] . . . [t]he
decision of the Shareholder to terminate his interest in the Group as a Shareholder.”
Shareholder Agreement at 2–3.

“Stankiewicz triggered [that provision],” the Group

insists, “by making a ‘decision’ to terminate her interest as a shareholder in DMG
when she tendered her notice of resignation.”

Def.’s Reply at 14, ECF No. 76.

This

is because the parties understood that, as a general matter, only employees can be
shareholders.

SOF ¶ 34.

This argument, however, overlooks the same series of events discussed above.
Notably, while Stankiewicz may have known (and intended) in April 2017 that her
status as a shareholder would end upon her departure as an employee on July 31,
2017, before that date came, she sought an extension of that date to August 31.

And,

as also discussed above, a reasonable jury could conclude that the Group—which
knew that one’s status as an employee and shareholder went hand-in-hand—agreed.
What is more, the Shareholder Agreement mandates that the Group “promptly
pay the purchase price” of any redeemed shares.
(emphasis added).

Shareholder Agreement at 2

Yet even though Stankiewicz sent her resignation email in late

April, SOF ¶ 29, neither the Group nor Stankiewicz took any steps to redeem her
shares until July 31—more than three months later, and only after Stankiewicz had
14

challenged the transaction at issue, id. ¶¶ 64–65.

These facts further support the

conclusion that neither side believed that Stankiewicz’s April resignation email
automatically triggered the Group’s ability to redeem her shares on July 31.
C.

Unclean Hands
The next question is whether the doctrine of unclean hands bars Stankiewicz’s

claim.

That doctrine “bars relief when the party seeking that relief is guilty of

misconduct in connection with the subject matter of the litigation.”
Estate, LLC v. Ahmed, 129 N.E.3d 128, 148 (Ill. App. Ct. 2018).

Jameson Real
In determining

“whether a party acted with unclean hands, the court must look to the intent of the
party.”

Gambino v. Boulevard Mortg. Corp., 922 N.E.2d 380, 417 (Ill. App. Ct. 2009).

Only when “[a] party’s misconduct . . . rise[s] to the level of fraud or bad faith” will
courts apply the doctrine of unclean hands.

Id.

In the Group’s view, Stankiewicz’s hands are dirty because “she initiated a
plan to cause DMG to extend her employment, without the knowledge or permission
of DMG’s Board or C-Suite, to reap a substantial financial gain.” Def.’s Reply at 13–
14.

In support, the Group cites a text message in which Stankiewicz stated that the

Group’s senior leaders had finally “c[aught] on” to the planned extension. SOF ¶ 60.
But while Stankiewicz recognized that the Group remained ignorant as to her plans,
there is evidence in the record that she promptly informed her managers—her direct
supervisor (Bhatia) and HR manager (Ruggio)—about her desire to stay.

Id. ¶ 47.

Given those facts, a reasonable juror could conclude that Stankiewicz did not
15

purposely conceal her plans in order to defraud the Group.

The Court thus declines

to grant summary judgment on this basis.
D.

Statute of Frauds
The Group also maintains that, even if it had agreed to extend Stankiewicz’s

end date, the Statute of Frauds prevents her from enforcing that agreement.

As a

general matter, the Statute of Fraud “function[s] . . . as an evidentiary safeguard” by
requiring that certain contracts be made in writing. McInerney v. Charter Golf, Inc.,
680 N.E.2d 1347, 1351 (Ill. 1997).

As relevant here, any contract “for a performance

that cannot be completed within one year” must comply with the Statute.7 Swervo
Entm’t Grp. LLC v. Mensch, No. 16-cv-4692, 2017 WL 1355880, at *6 (N.D. Ill. Apr.
13, 2017); see 740 Ill. Comp. Stat. 80/1.
In keeping with the Statute of Fraud’s evidentiary function, a sufficient writing
“need not itself be a valid contract, but only evidence of one.” Trustmark Ins. Co. v.
Gen. & Cologne Life Re of Am., 424 F.3d 542, 549 (7th Cir. 2005) (applying Illinois
law).

As such, a sufficient memorandum may even “be composed of multiple

documents of varying forms.” Id. What matters is that “all the essential terms of
the contract must be in writing, and there must be an express reference to the other
writings or such a connection between the documents, physical or otherwise, as to
demonstrate that they relate to the same contract.” Id. (cleaned up).

For the purpose of resolving this summary judgment motion, the Court assumes
(without deciding) that the modified Employment Agreement must comply with the Statute
of Frauds.
7

16

Drawing all reasonable inferences in Stankiewicz’s favor, a trier of fact could
decide that her email exchanges with Ruggio and Bhatia satisfy the Statute’s
standards.8 First, the content and context of those messages “demonstrate that they
relate to the same contract,” and the Group does not argue otherwise. Id.; see Def.’s
Reply at 13–14. Second, contrary to the Group’s suggestion, the emails document
the essential terms of the alleged agreement, including the revised departure date,
see, e.g., Pl.’s Ex. C-9, 7/26/17 Email from S. Ruggio to K. Stankiewicz at 1, ECF No.
74-56, and Stankiewicz’s plan to come into the office on certain days of the week, see
Pl.’s Ex. B-8, 7/24/17 Email from S. Ruggio to S. McGuire at 2, ECF No. 74-22; Pl.’s
Ex. C-8, Ruggio 7/24/17 Email from S. McGuire to S. Ruggio at 3, ECF No. 74-55.
Lastly, the Group argues that the emails fail to demonstrate a “meeting of the
minds” between it and Stankiewicz. Czerska v. United Airlines, Inc., 292 F. Supp.
2d 1102, 1119 (N.D. Ill. 2003). But that argument assumes that Ruggio and Bhatia
lacked apparent authority to alter Stankiewicz’s departure date. As noted above,
that issue cannot be resolved as a matter of law. Thus, the Statute of Frauds does
not necessarily foreclose Stankiewicz’s claim.
Conclusion
For the foregoing reasons, the Group’s motion for summary judgment is denied.

Whether a set of writings comports with the Statute of Frauds is generally a question
of fact. See, e.g., Anderson v. Kohler, 922 N.E.2d 8, 18 (Ill. App. Ct. 2009); Passanante v.
Callier, 377 N.E.2d 1304, 1307 (Ill. App. Ct. 1978).
8

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IT IS SO ORDERED.

ENTERED

10/13/20

__________________________________
John Z. Lee
United States District Judge

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