Gordon v. Matthew Bender & Co.
562 F.Supp. 1286 (N.D.Ill.1983)

Facts:
Gordon was a sales rep for Matthew Bender, and there was no definite period of employment stated in the agreement. His territory was reduced, but his sales goals remained the same. He was fired when he failed to meet the goals. He then sued for breach of a contract for continuous employment.

  • Gordon referred to a letter he received from the company placing him on probationary status. It stated that if Gordon met his goals, he would be restored to the same status of “acceptable sales performance” as other Matthew Bender sales reps.
  • He alleged that this letter created the contract for continuous employment.

Issue:
Does “satisfactory” or “acceptable” performance language transform a contract with no definite period—one at will—into a contract which cannot be terminated by either party?

Holding:
No. A “satisfactory performance” contract is terminable at-will.

Reasoning:

  • Gordon relied on Scaramuzzo, where the plaintiff could be discharged only for good cause, but the court held that it wasn’t contrary authority:
    • “It is distinguishable on its facts—no discharge except “for good cause” (an objective criterion) has a different meaning, in this employment context, from an employment which lasts as long as performance is “acceptable” (a subjective decision).”
    • “A ‘condition’ of satisfactory or acceptable performance theoretically could be implied in every employment contract. Such an end-run around the at will doctrine would eviscerate it altogether…”

Rule: “Satisfactory” or “acceptable” performance language does not transform a contract with no definite period—one at will—into a contract which cannot be terminated by either party.