Parise v. Integrated Shipping Solutions, Inc.
292 F. Supp. 3d 801
E.D. Ill.2017Background
- Parise was hired by Integrated Shipping Solutions, Inc. (ISS) as Chief Strategy Officer under a five-year employment agreement (salary $235k year one, raise scheduled year two) that included a termination-for-cause clause with a satisfaction provision.
- ISS is a Wisconsin corporation; Olson and Stubblefield are co-owners/officers who took pay cuts to fund Parise’s salary. ISS leased a Rolling Meadows, Illinois office while Parise worked there.
- Parise worked on an STM business plan to generate revenue but produced no revenue in his first year; defendants pressured staff to generate sales and considered restructuring his role.
- Parise emailed about his contracted raise not being paid; Olson and Stubblefield expressed anger in emails and decided to terminate him shortly thereafter; Parise was given a termination letter and an independent-contractor spin-off proposal, which he rejected.
- Parise sued ISS, Olson, and Stubblefield asserting breach of contract (severance), IWPCA claims for unpaid final compensation and retaliatory discharge, and tortious interference. Defendants moved for summary judgment; the court granted in part and denied in part.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of employment contract (satisfaction clause/termination for cause) | Parise: termination was in bad faith and motivated by his insistence on the contractual raise | Defendants: terminated for failure to generate revenue and poor performance | Denied summary judgment for defendants — genuine dispute whether termination was in good faith (question for jury) |
| Applicability of IWPCA (Are defendants Illinois employers?) | Parise: ISS had substantial in-state activity (office, Chicago marketing, meetings with Illinois clients) | Defendants: ISS is Wisconsin-based, not registered in IL, office was temporary, no IL registration/agent/accounts | Denied summary judgment — triable dispute about substantial in-state activity under IWPCA |
| IWPCA claim for final compensation (severance and paycheck discrepancies) | Parise: entitled to severance if not terminated for cause; alleges unpaid amounts | Defendants: say discrepancies remedied (tendered checks) and no severance owed (argued in footnote) | Partial grant: summary judgment granted as to paycheck discrepancies (remedied); denied as to severance (depends on whether termination was for cause) |
| Retaliatory discharge under IWPCA | Parise: discharge was retaliation for complaining about unpaid/owed compensation (raise) | Defendants: nondiscriminatory reason — poor performance and failure to generate revenue | Denied summary judgment — factual dispute about causal motive (emails could support retaliation) |
| Tortious interference with contract against officers | Parise: officers induced breach for improper/personal reasons (financial/self-interest, hostility over raise) | Olson & Stubblefield: protected by corporate-officer privilege acting for proper business purpose | Denied summary judgment — factual disputes on officers’ motive and good-faith business purpose support jury decision |
Key Cases Cited
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (summary judgment standard and genuine issue of fact)
- Celotex Corp. v. Catrett, 477 U.S. 317 (party seeking summary judgment bears initial burden)
- Scott v. Harris, 550 U.S. 372 (view facts in light most favorable to nonmoving party; drawing inferences)
- Kohler v. Leslie Hindman, Inc., 80 F.3d 1181 (satisfaction clauses: subjective vs. objective standard; good-faith limitation)
- Michael v. Precision Alliance Group, LLC, 21 N.E.3d 1183 (retaliatory discharge causation and assessment of employer’s stated reason)
- Beasley v. St. Mary's Hospital of Centralia, 558 N.E.2d 677 (subjective satisfaction clauses in employment contracts)