William E. Wright v. State of Illinois

OPINION

BURNS, J. This matter is before the Court on the parties’ cross motions for summary judgment. The Court having read the pleadings and being fully advised finds as follows:

Introduction

Claimant William E. Wright is the former head men’s basketball coach at Western Illinois University (WIU). He brings this breach of contract claim against the State of Illinois, via the Board of Trustees of WIU, seeking payment of $131,519.48 that he claims he is still owed after the school decided not to renew his contract in 2020. The Respondent asserts that Claimant has been fully paid under the contract.

Facts

Claimant served as WIU head coach from 2014-2020 pursuant to a six-year written contract. The term of the contract was from April 15, 2014, through March 31, 2020. On March 3, 2020, the school informed him in writing that it had decided not to renew his contract and that he was relieved of his duties “effective immediately.”

However, his pay would “continue through the remainder of [the] contract, ending

March 31, 2020.”

Claimant alleges that he has not been paid the full amount owed under the contract.

At issue is Section 4 of the contract, titled “Compensation.” It reads, in relevant part as follows: a.1 Salary. Coach Wright’s base salary shall be $125,000 per annum through June 30, 2014, which amount shall be paid in equal monthly installments. Beginning July 1, 2014, Coach Wright’s base salary shall be $127,500 per annum through June 30, 2015. Beginning July 1, 2015, Coach Wright’s base salary shall be $130,000 per annum through June 30, 2016. Beginning July 1, 2016, Coach Wright’s base salary shall be $132,500 per annum through June 30, 2017. Coach’s salary increases will be renegotiated in good faith by the parties for periods of July 1, 2017, through June 30, 2018, July 1, 2018, through June 30, 2019, and July 1, 2019, through June 30, 2020 (but in any event, such as base salary shall not be less than $132,500 per annum). The annual amount indicated above shall be referred to as the “Annual Salary” of $125,000. Salary summarized below:

[*256] Annual compensation will be the following: April 15, 2014 - June 30, 2014 $125,000 July 1 2014 - June 30, 2015 $127,500 July 1, 2015 - June 30, 2016 $130,000 July 1, 2016 - June 30, 2017 $132,500 July 1, 2017 - June 30, 2018 Negotiable (not less than $132,500) July 1, 2018 - June 30, 2019 Negotiable (not less than $132,500) July 1, 2019 - June 30, 2020 Negotiable (not less than $132,500) Claimant’s Complaint alleges that pursuant to the language above, he was to be paid $125,000 for the period of April 15, 2014, to June 30, 2014, and $132,500 for the period of July 1, 2019, to June 30, 2020, the last year of his employment contract. Instead he was paid $26,605.52 by WIU for the former period, and $99,378.48 for the latter period. Claimant alleges that WIU’s failure to pay him the difference for those two periods - a sum of $131,519.48 - is a material breach of his contract.

Respondent argues the contract as a whole clearly shows that the intent was that Claimant would be paid a prorated monthly salary at 1/12th of the yearly base salary set forth in the table, for time actually worked. It states that this is WIU’s normal procedure for payment and that Claimant ought to be granted a windfall for what is essentially sloppy drafting of one provision. Respondent acknowledges that some of the language in Section 4.1 is ambiguous but argues that the intent of the parties should control the dispute.

Analysis

Summary judgment is proper where the pleadings, depositions, admissions, and affidavits on file, when viewed in the light most favorable to the non-moving party, reveal that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. 735 ILCS 5/2-1005(c); see also Johnson v. Ingalls Memorial Hosp., 402 Ill. App. 3d 830, 847 (1st Dist. 2010). Although the non-moving party is not required to prove his case at the summary judgment stage, he must nonetheless present a factual basis that would arguably entitle him to judgment. Id. If the claimant fails to establish any element of his cause of action, summary judgment is proper. Id.

Here, the parties have filed cross motions for summary judgment. Thus, they agree there are no disputes of material fact and we can decide the claim before us as a matter of law. Sun Times v. Chicago Transit Authority, 2021 IL App (1st) 192028, 29.

This case boils down to whether inartful drafting of a contract provision should be the basis for a windfall by one of the parties. By all signs, Claimant here was paid for his services at the bargained-for rate. This should be the end of it. Due to omission of the [*257] word “pro-rated” and some careless phrasing in a couple key spots of the contract, however, we now have a dispute where there should be none.

In basketball terms, WIU has left itself open to a backdoor cut for an easy layup.

Alas, we find that the contract provision at issue here - while certainly a foul - does not result in an easy score for the Claimant.

The primary objective in constructing a contract is to give effect to the intent of the parties. Gallagher v. Lenart, 226 Ill. 2d 208, 232-33 (2007). A court must initially look to the language of a contract alone, as the language, given its plain and ordinary meaning, is the best indication of the parties’ intent. Id. Moreover, because words derive their meaning from the context in which they are used, a contract must be construed as a whole, viewing each part in light of the others. Id. the intent of the parties is not to be gathered from detached portions of a contract is susceptible to more than one meaning, it is ambiguous. In that case, a court may consider extrinsic evidence to ascertain the parties’ intent. Id.

After reviewing the contract as a whole, we find that Section 4.1 of the contract is ambiguous. Specifically, the use of the term “base salary” throughout the section, along with “paid in equal monthly installments” in the first sentence, indicates an intent to compensate the Claimant on a pro-rated monthly basis, at whatever base salary amount was in effect at the time. However, the use of the term “annual compensation” in the table below could lead one to a different conclusion, making the section susceptible to more than one reasonable interpretation. Ideally, the contract would have included a breakdown of Claimant’s prorated salary by month. For whatever reason, perhaps because the State’s fiscal year runs July 1, through June 30, meaning a new “base’ salary went into effect in the middle of each of the Claimant’s actual contract years (April 1 through March 30), the contract did not include such a month-by-month breakdown.

Claimant argues that the language of Section 4.1 is unambiguous. He argues that because his first-year salary is $125,000 per the terms of his contract, he is entitled to a lump sum payment even though he only worked two and a half months. Claimant also contends that despite his contract expiring on March 31, 2020, he was entitled to continue to be paid beyond that date even though he was no longer employed. However, Claimant leaves out key language contained in Section 4.1. Specifically, the first sentence, which reads. “Coach Wright’s base salary shall be $125,000 over three monthly installments (i.e., $25,000 for April, $50,000 for May, $50,000 for June). We think a more reasonable interpretation would be that he was going to be paid $125,000 divided by 12 for each month, or $10,417 per month.

In addition, we note that pursuant to Section 1 of the contract, Claimant’s “Term of Employment” was “six years, commencing on April 15, 2014, and terminating on March 31, 2020.” Section 1 of the contract also stated, “each period from April 1 of each year through and including the immediately following March 31 of each year during the Term shall be referred to as a ‘Contract Year’; except that the first Contract Year shall be from April 15 through and including March 31.” Later, Section 5.1 of the contract states, “[t]his Contract expires at the end of its Term, as set forth in Section 1… [*258] When Section 1, Section 4 and Section 5 are read together, it is evident that the intent of the contract was for Claimant to be paid a “base” salary that would begin at $125,000, then increase to $127,500 then $130,000, then $132,500 and so on. The new base rate would go into effect each year on July 1. But the Claimant was to be compensated on a monthly basis for work performed based on his Contract Year, April 1 through March 31 each year (with the exception of the first year, when is Contract Year ran April 15-March 31).

Since we find Section 4.1 to be facially ambiguous, we can rely on the unrebutted affidavit from WIU’s assistant comptroller and payroll manager showing that Claimant was paid on a pro-rated monthly basis, using the base salary in effect at the time, from the start of his employment. Specifically, it shows that Claimant was paid $26,605.52 for the period of April 15, 2014, to June 30, 2014. This amount represents 2.55 months at $10,417 per month, the pro-rated amount for an annual salary of $125,000. The record also shows that Claimant was paid $99,378.00 for the period of July 1, 2019, to March 31, 2020. This amount represents roughly nine months at $11,041 per month, the pro-rated amount for an annual salary of $132,500.

Claimant points out that Respondent drafted the contract and argues that a court must construe any ambiguity in a contract against the drafter. We agree that this is the general rule. AGCS Chillicothe Metals Co. Inc., 651 F. Supp. 3d 934, 945 (2023). However, we decline to follow the general rule where, as here, the intent of the parties can be ascertained from the context of the contract as a whole. Premier Title Co. v. Donahue, 328 Ill. App. 3d 161,165 (2002); In re marriage of Gallentine, 216 Ill. App. 3d 1067, 1071 (1991).

For the foregoing reasons, IT IS HEREBY ORDERED THAT: The Claimant’s Motion for Summary Judgment is DENIED. The Respondent’s Motion for Summary Judgment is GRANTED. The Claimant’s claim is denied.