AHLAM KAHLIL v. THE BOARD OF TRUSTEES OF SOUTHERN ILLINOIS UNIVERSITY (2015)

ORDER

THIS MATTER is before the Court on Respondent's Motion for Summary Judgment and Claimant's Response to Respondent's Motion for Summary Judgment.

NATURE OF THE CLAIM

On or about July 24, 2002, Claimant, Dr. Ahlam Kahlil, signed a Notice of Faculty or Administrative Professional Staff Appointment (“contract”) for a position as a specialist in maternal-fetal medicine at Southern Illinois University (“SIU”) School of Medicine and SIU Physicians & Surgeons, Inc. On or about October 14, 2002, Claimant signed a Member Practice Agreement with SIU whereby she would become a member of the clinical practice group and simultaneously join the School of Medicine Faculty as an assistant professor. The agreement provided that her position was one of continuing appointment until she was terminated for cause or notice was given that her continued appointment was being discontinued. In addition, SIU School of Medicine maintains agreements with two teaching hospitals in Springfield where SIU School of Medicine residents practice medicine. These two hospitals are St John's Hospital and Memorial Medical Center. Based on the documents provided by Respondent, employment at SIU Physicians & Surgeons requires membership on the SIU faculty.

As part of her position at SIU School of Medicine, Respondent argues that Claimant was required to maintain a clinical practice and have medical privileges at both St. John's Hospital and Memorial Medical Center. Claimant argues she had no reason to ever practice at Memorial Medical Center but admits she failed to obtain credentials at Memorial Medical Center. She argues that obtaining privileges at both Memorial and St. John's was not a material term of her employment at SIU. Claimant received a letter from Peter Cadwell. Chief Financial Officer of SIU School of Medicine, before starting employment on October 14, 2002. The letter stated that her “employment by SIU P&S is directly linked to the individuals employment with SIU. A clinical faculty member may not be an employee of one without being simultaneously employed by the other.” Claimant was informed by Memorial Medical Center that her application for privileges would be complete once all the information necessary to evaluate her application was received.

On January 30, 2003, Claimant was notified by David Tkach, the Chief Executive of SJU Physicians & Surgeons, that she had until February 24, 2003 to obtain her medical privileges at Memorial Medical Center or her membership agreement with SIU Physicians & Surgeons would be terminated. Additionally, on February 12, 2003, Dr. Robert Vautrain, Chief Medical Officer at Memorial Medical Center, told Claimant what appropriate materials she would need to submit in order to obtain medical privileges at Memorial Medical Center. On February 25, 2003, SJU Physicians & Surgeons terminated Claimant's employment because she had failed to gain her medical privileges at Memorial Medical Center. Without the medical privileges at Memorial Medical Center and membership with SIU Physicians & Surgeons, Claimant could not maintain a clinical practice at St. Johns. As such, on the same date, SIU terminated Claimant because of her loss of membership in the SIU Physicians & Surgeons Group. Claimant filed a breach of contract complaint in the Circuit Court of the Seventh Judicial Circuit in Sangamon County, Illinois, against SIU Physicians and Surgeons and the SIU Board of Trustees. The circuit court dismissed the suit against the SIU Board of Trustees holding that exclusive jurisdiction was in this Court. The circuit court also granted summary judgment to SIU Physicians and Surgeons finding that Claimant had failed to obtain her medical privileges at Memorial Medical Center, a condition of Claimant's employment. Claimant filed a breach of contract claim against the Board of Trustees of SIU in this Court on January 16, 2007.

On February 3, 2009, this Court denied Respondent's original Motion for Summary Judgment holding that Respondent relied on the contract between SJU Physicians & Surgeons and Claimant and failed to establish that the conditions imposed in the Physicians & Surgeons contract are involved in the SIU teaching contract.

ANALYSIS

In order to plead a cause of action for breach of contract, Claimant must allege: 1) the existence of a valid and enforceable contract; 2) substantial performance by Claimant; 3) a breach by Respondent; and 4) damages- resulting from the breach. Only a duty imposed by the terms of a contract can give rise to a breach. Wagner v. State of Illinois, 60 Ill.Ct.Cl. 248, 253 (2008). In order to form an employment contract, there must be an offer, an acceptance, either the payment or expected payment of consideration and a meeting of the minds on the terms of the contract. Jaskoviak v. Industrial Commission of Illinois, 337 Ill.App.3d 269, 271, 785 N.E.2d 1026, 1028 (3rd Dist. 2003). In order to be valid, a contract need not be a formal document, but can consist of a letter or even several letters. Koules v. Euro-American Arbitrage, Inc. 293 Ill.App.3d. 23, 29, 689 N.E.2d 411, 434 (2nd Dist.1998); Lewis v. Loyola University of Chicago, 149 Ill.App.3d. 93, 500 N.E.2d 47, 50 (1st Dist. 1986).

In the case at bar, the University, through its authorized representative, made a written offer of employment to Claimant via its July 18, 2002 offer letter from William H. Schullz, the Professor and Vice Chair of Obsterics and Gynecology at SIU. This letter clearly indicates that prior to her start date it was Claimant's responsibility to “… submit appropriate materials for hospital admission privileges to Memorial Medical Center and St. John's Hospital. Claimant accepted the offer by signing the letter on July 24, 2002. On July 31, 2002, Peter R. Cadwell, Chief Financial Officer, and David J. Tkach, Chief Executive Officer of SIU Physicians & Surgeons, wrote a letter to Claimant explaining various clarifications and revisions to the standard Member Practice Agreement for SIU Physicians & Surgeons. In this letter, Mr. Cadwell and Mr. Tkach explain to Claimant that employment by SIU Physicians & Surgeons is directly tied to employment with SIU and thus the notification period for termination is the same. The letter specifically states “A clinical faculty member may not be an employee of one without being simultaneously employed by the other.” There is no dispute that Claimant failed to obtain her medical privileges at Memorial Medical Center and this was the basis of Respondent terminating her employment.

Additionally, Claimant has failed to prove that Respondent breached its contract with Claimant when it terminated Claimant's position as a SIU faculty member as a result of the termination action taken by SIU Physicians & Surgeons. Both SIU and SIU Physicians & Surgeons maintained a termination notification policy allowing immediate termination when the termination in question is one for cause. In this case, Claimant failed to obtain her medical privileges at Memorial Medical Center after repeated notifications from SIU executives that it was required if she wished to continue employment with SIU Physicians and Surgeons, which was necessary as a member of SIU faculty. It is well established that hiring and employment terms are presumptively subject to the will of the employer unless the parties specifically contract otherwise. Jacobs v. Mundelein College, Inc., 256 Ill.App.3d 476, 480, 628 N.E.2d 201, 204-205 (1st Dist. 1993). Therefore, because the Respondent is not otherwise restricted from imposing conditions in its offers of employment and because Claimant failed to fulfill her job responsibilities by not receiving her medical privileges at Memorial Medical Center, Claimant's breach of contract claim fails.

IT IS HEREBY ORDERED that Respondent's Motion for Summary Judgment is GRANTED.

BIRNBAUM, J.