## Facts

- Simon Property Group, Inc. (SPG) created a dot-com-era subsidiary, clixnmortar.com, to provide internet-related services tied to its mall business.
- SPG’s chief information officer, Melanie Alshab, became president of the subsidiary and recruited Shannon L. Haslund to join as vice president of operations.
- Haslund stated she would leave her job at Ernst & Young only if she received a significant salary increase and an equity stake in the start-up.
- SPG authorized an offer; SPG’s human resources director sent Haslund a letter offering “$175,000 plus 1% equity in clixnmortar.com, structure to be determined.”
- Haslund accepted, left Ernst & Young, and began work in late 1999; despite repeated requests, she never received stock or other formal documentation of the promised 1% equity.
- About ten months after starting, Haslund was terminated after she criticized SPG’s boss in an email to a firm negotiating to acquire an interest in clixnmortar.
- The venture did not generate significant income and later became dormant, though it was not formally dissolved until shortly before litigation.

## Issues

1. Whether the offer term “1% equity in clixnmortar.com, structure to be determined” was too indefinite under Illinois law to be enforceable.
2. Whether Haslund proved legally cognizable damages from SPG’s failure to convey the promised equity, given the venture’s ultimate failure.
3. Whether prejudgment interest was permissible where damages depended on valuing equity in a speculative start-up.

## Decision

- The Seventh Circuit affirmed the judgment for Haslund.
- The “1% equity” term was sufficiently definite to be enforceable despite leaving the equity “structure” for later determination.
- Haslund proved injury and expectation damages measured by the value of the contractual equity interest she should have received.
- The award of prejudgment interest was upheld.

## Legal Principles

- Under Illinois law, a contract is not unenforceable for indefiniteness merely because it contains open terms, contingencies, or interpretive questions, so long as the essential exchange is sufficiently definite.
- A promise of equity compensation may be enforceable even when the form or mechanics of the equity (e.g., security type or other details) are left to later specification, if the amount and subject of the interest are clear.
- Expectation damages aim to place the injured party in the position that performance would have produced; for start-up equity, valuation may be based on available evidence such as contemporaneous investor pricing and internal valuations.
- Prejudgment interest may be awarded when an amount due is wrongfully withheld and, once determined by the trier of fact, is sufficiently definite or capable of being made certain by calculation.

## Conclusion

The court held that SPG’s promise of “1% equity” as part of Haslund’s compensation was enforceable notwithstanding open details about the equity’s structure, and it affirmed a damages award valuing the lost equity interest—together with prejudgment interest—under Illinois contract remedies.


Haslund v. Simon Prop. Grp., Inc., 378 F.3d 653 (7th Cir. 2004)