unrelated warranty clause written in extremely fine print and in German. Jd. at 754. The Seventh
Circuit found the clause enforceable: “a blind or illiterate party (or simply one unfamiliar with the
contract language) who signs the contract without learning of its contents [is] bound. Mere
ignorance will not tclieve a party of [his] obligations and [he] will be hound by the terms of the
agreement.” /¢. Thomas’ failure to read the contract’s ierms before signing the agreement docs not
preclude ils enforcement.

Thomas next argues the agreement is invalid because Guardsmark fails to establish proper
approval by its Compliance Control Officer. “|W Jhether the signing of the instrument is a condition
precedent to ils becoming a binding contract usually depends upon the intention of the partics.”
Consolidated Bearings Co. vy. Ehret-Krohn Corp., 913 F.2d 1224, 1231 (7th Cir. 1990), quoting
Lynge vy. Kunstmann, 94 Ill. App. 3d 689, 694, 418 N.E.2d 1140, 1144 ( Dist. 1981), Although the
agreement requires proper approval before binding Guardsmark to the agreement, the agreement is
silent as to its effect on ‘Thomas. An agreement signed by a party can be enforced against that party
even if the other party did not sign the agreement. /d Indeed, a party can waive contractual
provisions intended for their benelit. Dearborn Industrial Mfg. Co., Ltd. v. Soudronic Finanzag,No.
95 C4414, 1996 WL 467245, at *3 (N.D. Ill. Aug. 13, 1996), ciling Batterman v. Consumers Illinois
Water Co., 261 Til. App. 3d 319, 321, 634 N.E.2d 1235, 1236 (3d Dist. 1994), Therelore, proper
approval by Guardsmark was not necessary to bind Thomas to the terms of the agreement.

B, Public Policy

Under Mlinois law, the contract’s choice of law clause applies as long as the provision “‘is
not dangerous, inconvenient, immoral nor contrary to the public policy’ of Illinois.” Vencer, Inc.
v, Webb, 33 F.3d 840, 844 (7th Cir. 1994), citing Sarnoffv. American Home Products Corp., 798

F.2d 1075, 1080 (7th Cir. 1986). Thomas does not offer any authority to support his position that

4



A. Validity of the Agreement

‘Thomas first argues the employment agreement is an adhesion contract that he did not
voluntarily or knowingly accept. To determine the validity of the agreement, Illinois courts apply
the substantive law of the state where all relevant cvents in the dispute took place, Midwest Grain
Products of Minois, Ine. y. Productization, Inc., 228 V.3d 784, 787 (7th Cir. 2000); Gibson v.
Neighborhood Health Clinics, Inc., 121 ¥.3d 1126, 1130 (7th Cir. 1997). According to Thomas,
Guardsmatk employed him in Jlinois. Complaint at] 5. Therefore, Illinois law applies to determine
the validity of the employment agreement.

Under Illinois law, the employment agreement is enforceable. In fact,

Illinois law does not void contracts where the parties have unequal bargaining powcr,

even if'a contract is a so-called ‘take-it-or-leave-it’ deal and consent to agreement is

secured because of hard bargaining positions or the pressure of financial

circumstances. Rather, the conduct of the parly obtaining the advantage must be

shown to be tainted with some degree of fraud or wrongdoing in order to have an

agreement invalidated . . . [T]he mere fact that a person enters into a contract as a

result of the pressure of business circumstances . . . is not sufficient.
Koveleskie v. SBC Capital Markets, Inc., 167 F.3d 361, 363 (7th Cir. 1999), quoting Kewanee Prod.
Credit Ass'n. G. Larson & Sons Farms, 146 lll. App. 3d 301, 305, 496 N.E.2d 531, 534 (3d Dist.
1986). Thomas does not allege any wrongdoing or fraud by Guardsmark. Instead, he claims that he
was told to sign the contract without any explanation of the provisions, was not given a copy of the
agreement after he signed it and the shortened limitations period provision is hidden in the middle
of a lengthy paragraph at the end of a four-page document in small print. Response at 3-4.

Contrary to Thomas’ position, “[a] contract need not be read to be effective; people who
accept take the risk that the unread terms may in retrospect prove unwelcome.” Hill v. Gateway

2000, Ine, 105 F.3d 1147, 1148 (7th Cir. 1997), In Paper Express, Ltd. vy. Pfankuch Maschinen, 972

F.2d 753 (7th Cir. 1992), the only reference to a contested forum sclection provision was in an

3



application of Tennessee law impinges on Illinois public policy. Indeed, Thomas cannot demonstrate
that the result would differ based on the choice of law. See Vencor, 33 ¥.3d at 845 (“this choice of
law provision only matters (from [Thomas’] perspective) if'a [Tennessee] court would enforce the
[shortened limitations period] and an Illinois court would not”), Courts applying Illinois law have
consistently enforced similar limitations periods. See, ¢.g., Taylor v. Western & Southern Life Ins.
Co., 966 F.2d 1188, 1202-03 (7th Cir. 1992)(contractual six-month limitations period in employment
agreement valid under Illinois law). See also Medrano v. Production Engineering Co., 332 Ul. App.
3d 562, 774 N.E.2d 371 (1st Dist. 2002)(“it is well-established that parties to a contract may agree
upon a shortened contractual limitations period to replace a statute of limitations, as long as it is
reasonable”). Therefore, the choice of law provision in the employment agreement does not violate
Llinois public policy.
Cc. Reasonable Relationship

Finally, Thomas claims Tennessee law does not have a reasonable relationship to the parties
or transaction. It is reasonable for a corporation to bargain for the law of the state where its
headquarters is located. Mastrobuono, 20 F.3d at 719, citing Sarnoff, 798 F.2d at 1082.
Guardsmark’s principal place of business is in Tennessee, Notice of Removal at J 6. Therefore,
Tennessee law has a reasonable relationship to the partics.
i. Limitations Period

It is well-settled that parties may contract to limit the time for bringing suit, if'a reasonable
period of time is provided. State v. Evans, 47 Tenn, App. 1, 13-14, 334 §.W.2d 337, 342 (1959);
Taylor, 966 F.2d at 1202-03. Thomas does not dispute that six months is a reasonable period of time

for bringing suit. Therefore, the limitations provision in the employment agreement is valid.



Minute Ones Fen (0897)

aed United States District Court, Northern District of Illinois
U|
wre apekenc mage | Suzanne B. Conlon te eae
CASE NUMBER 02 C 8848 DATE 2/4/2003
CASE CARL E. ‘THOMAS vs. GUARDSMARK, INC.
TITLE

[ln the following box (a) indicate the party filing the motion, e.g. plaintiff, defendunt, 3rd party plaintiff, amd (b) state briefly the nature

of the motion being presented.
MOTION: presented]

DOCKET ENTRY:

) im Filed motion of [ use listing in “Motion” box above.]

Q oO Brief in support of motion duc

(3) a Answer brief'to motion due_____..-: Reply to answer brief due.

(4) Oo Ruling/Ilearing on __setfor_ at

(3) im Status hearing[held/continued to] [set for/re-set for] on set for __ at

(6) Oo Pretrial conference[held/continued to] [sct for/re-set for]on__—sset for at__
(7) Oo Trial[set for/re-set for] on a

(8) oO [Bench/Jury trial] [Hearing] held/continned to______at

(9) ql This casc is dismissed [with/without] prejudice and without costs[by/agreement/pursuant to]

OOFRCP4(m) ClLocal Rule 41.1 OFRCP41(a)(1) [OO FRCP41(a)(2).

| [Other docket entry) Defendant Guardsmark, Inc.’s motion for judgment on the pleadings [16-1]
is granted. EN'TER MEMORANDUM OPINION AND ORDER.

Sugeno B, Corben

dl) [For further detail see order attached to the original minute order,]

No notices required, advised in qpen court. =: Pocurhent
Poo Number:

No notices required. i
auenbor of notions

oY | Notices muiled by judge’s staft

Notified counsel by telephone, FEB 08.2003

Duacketing to mail notices.

Mail AQ 450) form.

Copy to judge/nagistrate judge.

arg mailed potiog
courtroom:
initials

Date/time received in:
ventral Clerk's Office naling depity nina



Nevertheless, Thomas argues the pleadings do not establish the date on which Thomas’ claim
{or common law retaliatory discharge accrued. In his complaint, Thomas alleges he was suspended
from employment on November 16, 2001 without pay and has not been reinstated since that date.
Complaint at {7 12-13. Guardsmark admitted these allegations in its answer, but failed to provide
the exact date of Thomas’ termination. Answer at { 12-13.

In any event, tort claims, like retaliatory discharge, accrue when the plaintiff “became
possessed of sufficient information concerning [his] injury to put a reasonable person on inquiry to
determine whether actionable conduct was involved.” Vector-Springfield Properties, Ltd. v. Central
Hlinois Light Co., 108 F.3d 806, 809 (7th Cir, 1997). Thomas alleges he knew on November 16,
2001 that he was suspended due to a statement he made during an investigative telecast. Complaint
at § 12. Thomas further alleges he has not reccived compensation or been allowed to perform
services for Guardsmark since that date. Jd, at 413. Thomas should have realized shortly after
November 16, 2001 that Guardsmark effectively terminated his cmployment, Certainly, Thomas
should have known before May 31, 2002 that Guardsmark terminated his cmployment. As a result,
Thomas’ complaint filed on October 31, 2002 is untimely.

CONCLUSION

Thomas’ complaint is barred by the limitations period in his cmployment agreement.

February 4, 2003 ENTER:

Corb,

Si ie B. Conlon

United States District Judge



IN THE UNITED STATES DISTRICT COURT
TOR THE NORTIIERN DISTRICT OF ILLINOIS

EASTERN DIVISION 00 CKETEL

FEB 45 2003

CARL E. THOMAS, )
Plaintiff, 5 No, 02 C 8848
Vv. } Suzanne B. Conlon, Judge
GUARDSMARK, INC., }
Defendant. }

MEMORANDUM OPINION AND ORDER

Carl Thomas (“Lhomas”) initially filed this action against Guardsmark, Inc. (“Guardsmark”)
and Edward Healy (“IIealy”)(collectively “defendants”) in the Circuit Court of Cook County,
Illinois, claiming common law retaliatory discharge. Defendants removed the action to this court
based on diversity jurisdiction, This court previously denied ‘Thomas’ motion to remand, dismissed
Lealy from this action as fraudulently joined and denied Guardsmark’s motion to di smiss pursuant
to Federal Rule of Civil Procedure 12(b)(6), Thomas v. Guardsmark, Inc., 2003 WL 57028 (N.D.
Ill. Jan. 7, 2003), Guardsmark now moves for judgment on the pleadings pursuant to Federal Rule
of Civil Procedure 12(c), claiming Thomas’ claim is time-barred under the terms of his employment
agreement. Guardsmark attached a copy of the employment agreement as an exhibit to its answer.

BACKGROUND

A Rule 12(c) motion is governed by the same standard as a motion to dismiss under Rule

12(b). Northern Indiana Gun & Outdoor Shows, Inc. v. City of South Bend, 163 F.3d 449, (7th Cir.

1998). The court accepts all well-pleaded allegations in the complaint as true and draws all



reasonable inferences in favor of Thomas. GAL Leasing Corp, v. National Union Fire Ins, Co, 64
F.3d 112, 114 (7th Cir. 1995),

In addition, the court may consider written instruments, including contracts, attached to the
pleadings in deciding a Rule 12(c) motion. Craigs, Inc. v. General Elec. Capital Corp., 12 13d 686,
688-89 (7th Cir. 1993). The employment agreement attached to Guardsmark’s answer provides:

Except for charges or claims filed with the Liqual Employment Opportunity

Commission or under any of the statutes enforced by said agency, any legal action ot

proceeding relating to or arising out of this Agrecment or the employment of

Employee by GUARDSMARK must be brought by Employee within six months of

the date the cause of action arosc or it shall be time-barred.

Answer at Ex. A, The employment agreement further provides that “[t]he [a]greement shall not
become binding upon Guardsmark until reviewed and approved by the Compliance Control Officer
in Guardsmark’s Exccutive Offices in Memphis, Tennessee.” /d. Under the employment agreement,
Tennessee law governs the interpretation, validity and elfect of the agreement. Jd,

DISCUSSION
1 Choice of Law

Ina diversity case, the court must apply the forum state's choice of law rules to determine the
applicable substantive law. Klaxon Co. v. Stentor Elee. Mfg. Co.,313 U.S. 487, 496 (1941), Illinois
applics a contract’s choice of law provision as long as the contract is valid, the chosen law is not
contrary to Illinois’ fundamental public policy and there is a rcasonable relationship between the
chosen law and the partics or transaction. Fulcrum Financial Partners v. Meridian Leasing Corp.,
230 F.3d 1004, 1011 (7th Cir. 2000); Mastrobuono v, Shearson Lehman Hutton, Inc., 20 F.3d 713,

719 (7th Cir, 1994), rev'd on other grounds, 514 U.S. 52 (1995). Thomas takes issues with all three

requirements for enforcement of the contractual choice of law provision.