                             In the
 United States Court of Appeals
               For the Seventh Circuit
                          ____________

No. 04-3081
JEFFREY LILLIEN,
                                               Plaintiff-Appellant,
                                 v.

PEAK6 INVESTMENTS, L.P.
and PEAK6 L.L.C.,
                                            Defendants-Appellees.
                          ____________
          Appeal from the United States District Court for
         the Northern District of Illinois, Eastern Division.
             No. 03 C 2292—James B. Zagel, Judge.
                          ____________
    ARGUED FEBRUARY 7, 2005—DECIDED AUGUST 2, 2005
                    ____________




  Before ROVNER, WILLIAMS, and SYKES, Circuit Judges.
   ROVNER, Circuit Judge. Jeffrey Lillien sued Peak6
Investments, L.P. and Peak6 L.L.C. (collectively “Peak6 ”)
for fraudulently inducing him to enter into an employment
contract and then breaching that agreement. He initially
filed suit in Illinois state court, and Peak6 removed the case
to federal district court on the basis of diversity jurisdiction.
Lillien claims that Peak6 fraudulently induced him to
accept a position as the company’s general counsel by
misrepresenting that the company was on the verge of
2                                               No. 04-3081

closing an initial public offering (“IPO”). He also alleges
that the company breached his employment contract by
firing him without giving him the stock options or a pro-
rated share of the year-end bonus that he says he was
guaranteed. The district court granted summary judgment
in favor of Peak6 on all of Lillien’s claims, and Lillien
appeals.


                     I. Background
  After working as First Vice President/Senior Legal coun-
sel for Bank One for fifteen years, Lillien began looking for
a new job. He was considering several job opportunities
when Peak6 offered him a position as general counsel in
May 2001. Peak6 sent Lillien two offer letters promising
him a base salary of $150,000 and a “year-end discretionary
bonus,” which was to be “distributed based on both the
profitability of the company and [his] contributions to the
company’s success.” The letters also specified that “[i]n the
case of an IPO, [Lillien would] receive options.” Lillien
claims that around the time he received the letters, he also
had conversations with Peak6 principals Matthew Hulsizer
and Jennifer Just in which they assured him that the
process leading up to the IPO was substantially complete
and that he was guaranteed $500,000 in stock options and
a year-end bonus of at least $150,000. After receiving one of
the letters, Lillien called Peak6 to ask if a specific bonus
amount could be put in writing. He was informed by Karen
Day, Peak6’s Human Resources Manager, that Peak6 never
puts target bonus numbers in writing. Lillien accepted
Peak6’s offer and began working at the end of May. He
learned immediately that Peak6’s chief financial officer
(“CFO”) had left the company at the end of April and had
yet to be replaced and that the company had suffered
financial losses in mid-May. The IPO was postponed several
times and ultimately cancelled in November. In January
No. 04-3081                                               3

2002, Peak6 fired Lillien and afforded him a pro-rated year-
end bonus of $30,000.
  Lillien then filed suit, claiming that Hulsizer and Just
fraudulently induced him to accept employment with Peak6
by misrepresenting the likelihood of the IPO. He asserted
that, instead of telling him in early May that the IPO
process was progressing, they should have disclosed to him
that the company’s CFO had just quit. In Lillien’s opinion,
the CFO’s departure clearly doomed the issuance of the
IPO. Lillien also argued that Peak6 breached his employ-
ment contract by failing to offer him stock options and by
paying him only a $30,000 bonus. He claimed that he
should have received a pro-rated share of the $150,000
bonus that he was guaranteed, an amount he calculates to
be $90,000.
  The district court granted summary judgment to Peak6 on
all of Lillien’s claims. On his claim that Peak6 promised
him a specific year-end bonus amount, the court concluded
that Lillien could not prove that Peak6 made a clear and
definite promise regarding the bonus amount, which is re-
quired under Illinois law to form an employment contract.
The court noted that the written offer letters described the
bonus as discretionary and did not promise any specific
amount. The court also concluded that in light of the clear
written language, Lillien could not reasonably have inter-
preted any statements by Hulsizer and Just to guarantee
him a definite bonus amount. On the issue of the stock
options, the court determined that the issuance of the IPO
was a condition precedent to Lillien receiving any stock
options, and that condition had not occurred. The court
found no evidence that Peak6 promised to close the IPO as
part of Lillien’s offer of employment. Regarding Lillien’s
fraudulent inducement claim, the court found that Lillien
could not prove that Hulsizer or Just said anything to him
about the IPO that qualified as a false statement under
4                                                No. 04-3081

Illinois law. He could prove only that they miscalculated the
likelihood of the IPO occurring as planned.


                        II. Analysis
  On appeal Lillien abandons his claim that Peak6 was
contractually obligated to offer him stock options. He
challenges the district court’s resolution of his claim for his
year-end bonus, arguing that he created a triable issue
of fact over whether Peak6 promised him a guaranteed
year-end bonus of $150,000. He concedes that a part of his
year-end bonus was discretionary and based on his perfor-
mance, but he argues that he was guaranteed at least
$150,000 so long as the company was sufficiently profitable.
He relies on the language of the offer letter Peak6 sent him
about the bonus and his affidavits describing the conversa-
tions he had with Hulsizer and Just about the bonus.
   As the district court correctly observed, the language of
the offer letter describing the bonus does not support
Lillien’s assertion that he was guaranteed any specific
amount of a year-end bonus. The letter describing the bonus
states: “You will be eligible for a year-end discretionary
bonus. This incentive award is distributed based both on
the profitability of the company and your contributions to
the company’s success.” The letter does not say anything
about a guaranteed $150,000, and, rather than describing
any part of the bonus as guaranteed, it describes the entire
bonus as “discretionary.” Lillien attempts to downplay the
language describing the bonus as discretionary by relying
on Tidwell v. Toyota Auto Mart, Inc., 375 N.E.2d 540, 543
(Ill. App. 2 Dist. 1978), in which an Illinois court concluded
that, despite language in a written document describing a
bonus as discretionary, the employer did not retain the
right to completely deny the plaintiffs a bonus at the end of
the year. In Tidwell the employees were working under an
oral contract, but there was a document describing their
No. 04-3081                                                  5

year-end bonus as “an added incentive that the Company
elects to give [the employee] at their descretion [sic] for
extra effort, a fine and loyal attitude and high efficiency in
the performance of the duties of [the] position.” Id. at 541.
The employer interpreted the language to mean that it
could elect at the end of a year not to pay an employee any
bonus at all. The court however concluded that the em-
ployer initially had discretion to offer a new employee a bo-
nus package or not, but after it offered the bonus incentive
to an employee, it was bound to pay the bonus at the end of
the year if the employee met all of the requirements. Id. at
543.
  Lillien’s case is distinguishable from Tidwell. In Tidwell,
the issue was whether the employer had the discretion to
initially offer an employee a bonus and then later deny it
completely, and the contract provision describing the bonus
was open to different interpretations on that issue. In this
case, however, Peak6 is not claiming that it could com-
pletely deny Lillien a bonus. Rather, Lillien is claiming that
the offer letter can be interpreted to guarantee him the
specific amount of $150,000; the language of the offer letter,
however, is simply not open to that interpretation. Lillien’s
only evidence that any portion of the bonus was guaranteed
comes not from the offer letters but rather from his own
affidavits describing conversations he had with Hulsizer
and Just. But Illinois’s parol evidence rule prevents him
from introducing evidence about prior oral agreements that
contradict the clear terms of a written agreement. See W. W.
Vincent & Co. v. First Colony Life Ins. Co., 814 N.E.2d 960,
966 (Ill. App. 1 Dist. 2004). The district court did not err in
granting summary judgment to Peak6 on Lillien’s claim
that he was guaranteed a $150,000 bonus.
  Lillien also argues on appeal that the district court erred
in finding no evidence that Hulsizer or Just made false
statements to induce him to accept Peak6’s offer of employ-
ment. The district court concluded that if Hulsizer and Just
6                                                No. 04-3081

did promise Lillien that the IPO would close as planned,
they always intended to keep those promises. See Bower v.
Jones, 978 F.2d 1004, 1011-12 (7th Cir. 1992) (discussing
promissory fraud under Illinois law). The court observed
that the undisputed evidence pointed to the conclusion that
Hulsizer and Just genuinely intended for the IPO to close
as planned and took substantial steps to reach that goal.
  Lillien contends on appeal that the district court misun-
derstood his claim. He explains that he was not trying to
prove that Hulsizer and Just misrepresented their inten-
tions about the IPO or made false promises to him but
rather that they misrepresented the likelihood of the IPO
occurring. Specifically, he explains that they led him to
believe that the IPO would close at the end of May but
neglected to reveal qualifying material facts—that the CFO
had resigned at the end of April and that the company was
experiencing financial trouble. He contends that Hulsizer
and Just’s omission of the qualifying facts rendered their
prediction about the IPO a “half-truth.” See W. W. Vincent
& Co., 814 N.E.2d at 969.
  Lillien may be correct that a half-truth can constitute a
false statement, see id.; see also Heider v. Leewards Creative
Crafts, Inc., 613 N.E.2d 805, 811 (Ill. App. 2 Dist. 1993), but
the alleged half-truth that Lillien identifies— the likelihood
of the IPO occurring—is not actionable as a false statement
under Illinois law because it is a prediction about a future
event. Fraudulent misrepresentation claims require proof
of a false statement about a material fact, see Connick v.
Suzuki Motor Co. Ltd., 675 N.E.2d 584, 591 (Ill. 1997), and
the false statement generally must relate to past or current
facts, not promises or predictions about the future, see
Power v. Smith, 786 N.E.2d 1113, 1118-19 (Ill. App. 4 Dist.
2003) (“misrepresentations as to something to be done in
the future generally do not constitute fraud”); Phil Dressler
& Assoc., Inc. v. Old Oak Brook Inv. Corp., 548 N.E.2d
No. 04-3081                                                7

1343, 1347 (Ill. App. 2 Dist. 1989); Wilde v. First Fed. Sav.
and Loan Ass’n of Wilmette, 480 N.E.2d 1236, 1242-43 (Ill.
App. 1 Dist. 1985).
  There are exceptions to this general rule, but none of
them help Lillien. A statement about matters in the future
may be actionable if it is presented as a fact about which
the speaker has special knowledge. See Power, 786 N.E.2d
at 1118-19; Phil Dressler, 548 N.E.2d at 1347. But given all
of the contingencies involved in the issuance of an IPO,
Lillien could not reasonably have relied on Hulsizer and
Just’s assertion that the IPO was inevitable. There is also
an exception for promissory fraud, which is when a party
makes a promise about future conduct but never intends to
keep that promise. If that promise is part of an overall
scheme to defraud, it may be actionable as a misrepresenta-
tion. See Bower, 978 F.2d at 1011. Lillien has made clear on
appeal, however, that he is not claiming that Hulsizer and
Just made any promises they never intended to keep, and
Lillien presented no evidence of false promises in any case.
Lillien has not created a triable issue of fact over whether
Hulsizer and Just made false statements to him to induce
him to accept employment with Peak6.
  Lillien includes some language and citations in his
appellate brief suggesting that, instead of pursuing a claim
for fraudulent misrepresentation, he was intending to prove
that Peak6 fraudulently concealed material facts from him.
Fraudulent concealment occurs when a person with a duty
to speak conceals facts from another. Thornwood, Inc. v.
Jenner & Block, 799 N.E.2d 756, 765-66 (Ill. App. 1 Dist.
2003). A plaintiff must prove that one party to a negotiation
has a duty, arising out of a confidential or fiduciary rela-
tionship, to reveal hidden facts to the other party. See
Thornwood, 799 N.E.2d at 765-66. Although Lillien has
suggested that Hulsizer and Just had a duty to tell him
about the CFO’s departure and the company’s financial
troubles, he does not identify a confidential or fiduciary
8                                               No. 04-3081

relationship that would give rise to such a duty. He has not,
therefore, fully developed an argument for a fraudulent
concealment claim.


                     III. Conclusion
  Lillien has not demonstrated that he created a triable
issue of fact on his claim that Peak6 had a contractual duty
to pay him a pro-rated share of a $150,000 year-end bonus
or his claim that Peak6 fraudulently induced him to accept
a position as the company’s general counsel. We therefore
AFFIRM the judgment of the district court granting sum-
mary judgment to Peak6.

A true Copy:
      Teste:

                        ________________________________
                        Clerk of the United States Court of
                          Appeals for the Seventh Circuit




                    USCA-02-C-0072—8-2-05
