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1、Day v. Sidley & AustinThis case involves a dispute between a former senior partner of Sidley & Austin (S & A), a Chicago law firm, and some of his fellow partners. The controversy centers around the merger between that firm and another Chicago firm. Liebman, Williams, Bennett, Baird and Minow (Lieba
2、rn firm), and the events subsequent to the merger which ultimately led to plaintiffs resignation. Plaintiff seeks damages claiming a substantial loss of income, damage to his professional reputation and personal embarrassment which resulted from his forced resignation.The matter is now before the Co
3、urt on defendants motion for summary judgment. After consideration of the pre- and post- hearing memoranda of counsel, answers to interrogatories, affidavits, and oral arguments, this Court concludes that defendants motion for summary judgment should be granted.The Factual BackgroundThe basic and ma
4、terial facts in this controversy may be briefly detailed.Mr. Day was first associated with Sidley & Austin in 1938. His legal career was interrupted by World War II service in the Navy and by his tenure with both the Illinois state government and as Postmaster General of the United States. Upon leav
5、ing the federal government, he was instrumental in establishing a Washington office for the firm in 1963. As a senior underwriting partner, he was entitled to a certain percentage of the firms profits, and was also privileged to vote on certain matters that were specified in the partnership agreemen
6、t. He was never a member of the executive committee, however, which managed the firms day-to-day business. He remained an underwriting partner with S&A from 1963 until his resignation in December 1972.At some time between February 1972 and July 12, 1972, S&As executive committee explored the idea of
7、 a possible merger between that firm and the Liebman firm. S&A partners who were not on the executive committee were unaware of the proposal until it was revealed at a special meeting of its underwriting partner on July 17, 1972. At that meeting, each partner present, including plaintiff, voiced app
8、roval of the merger idea and favored pursuing further that possibility in such manner as the executive committee of S&A might think proper or advisable, with the understanding that any proposed agreement would first be submitted to all partners for their consideration before any binding commitments
9、were made.The merger was further discussed at meetings of the underwriting partners held on September 6, September 22, September 26 and September 28. The plaintiff received timely notice of the meetings but did not attend.The final Memorandum of Understanding dated September 29, 1972 and the final a
10、mended Partnership Agreement, dated October 16, 1972 were executed by all S & A partners, including plaintiff. The Memorandum incorporated a minor change requested by plaintiff.At a meeting of the executive committee of the combined firm on October 16, 1972, it was decided that the Washington office
11、s and the Washington office committees of the two predecessor firms would be consolidated. The former chairmen of the Washington office committees of the two firms were appointed co- chairmen of the new Washington Office Committee.In late October of 1972, the new Washington Office Committee recommen
12、ded to the Management Committee that a combined Washington office be set up at 1730 Pennsylvania Avenue, thus eliminating the old S & A Washington office in the Cafritz Building. A decision was then made to move to the new location despite plaintiffs objections.Mr. Day resigned from S&A effective De
13、cember 31, 1972 claiming that the changes which occurred after the merger in the Washington office - the appointment of co-chairmen and the relocation of the office - made continued service with the firm intolerable for him.Mr. Day contends that he had a contractual fight to remain the sole chairman
14、 of the Washington office, and that the maintenance of this status was a condition precedent for his rejoining the firm in 1963 and opening the Washington office. According to plaintiff, the decision to appoint co- chairmen was made prior to the merger and defendants concealment of that decision was
15、 a material omission and without that prior information his vote of approval for the merger would not have been given.He further alleges that certain active misrepresentations about the results of the proposal also had the effect of voiding the approval of the merger. These other alleged misrepresen
16、tations were:(1) That no Sidley partner would be worse off in any way as a result of the merger, including positions on committees;(2) That two senior partners of the Liebman firm would soon be leaving law practice;(3) That the merged firm would drop representation of a certain Liebman client whose interests might conflict with some Sidley clients; (4) That the merger with Liebman would be advantageous to the Sidley partners and would add to the standing and prestige of
