## Facts

- William Bruce Hoff, Jr. was a partner at Mayer, Brown & Platt (MBP) for 36 years and resigned in 1993 at age 60.
- MBP maintained a partnership retirement program providing significant benefits to a partner who “retired,” as defined by the plan, including an expectation of retirement from active legal practice (or firm approval that any limited work remained consistent with retirement).
- After leaving MBP, Hoff became a founding partner of a new Chicago law firm.
- MBP paid Hoff all earned fee income, returned his capital account, and paid other amounts tied to his past service and firm association.
- MBP refused to pay retirement benefits, concluding Hoff did not “retire” under the plan because he continued active practice at a competing firm.
- Hoff and his wife sued for declaratory and related relief, alleging he was entitled to retirement income exceeding $94,000 annually plus cost-of-living adjustments.
- The circuit court dismissed the complaint under 735 ILCS 5/2-615 for failure to state a claim; Hoff appealed.

## Issues

1. Whether the plan’s condition tying retirement benefits to retirement from active practice (or firm approval of limited work) is an unlawful restrictive covenant against a lawyer, contrary to Illinois public policy.
2. Whether the condition is unenforceable because it is unreasonably broad.
3. Whether Hoff was entitled to a trial on alleged “material competition” and on whether MBP could refuse to determine that any competitive harm had ended.

## Decision

- The appellate court affirmed dismissal under section 2-615 (de novo review).
- The court held the plan provision operated as a condition on receiving retirement benefits, not as a contractual prohibition on practicing law.
- The provision was not facially void as against Illinois public policy governing post-departure restraints on lawyers.
- Because Hoff’s own allegations showed he continued active practice as a founding partner at another firm, he did not meet the plan’s definition of “retired,” and no legally relevant fact issue required trial.

## Legal Principles

- A law firm may condition payment of retirement benefits on the former partner’s retirement from active practice, where the arrangement functions as a retirement program rather than a direct restraint on the lawyer’s right to practice.
- A benefits condition that influences economic incentives is not automatically an unenforceable noncompetition agreement; the operative question is whether it restricts practice or client choice versus defining eligibility for retirement payments.
- On a motion to dismiss for failure to state a claim, dismissal is proper when the pleaded facts, taken as true, still fail to establish entitlement to relief under the governing agreement and law.

## Conclusion

The court upheld MBP’s denial of retirement benefits because Hoff’s continued active legal practice at a new firm placed him outside the plan’s retirement eligibility requirements, and the plan’s retirement condition was not invalid as an impermissible lawyer noncompete.


Hoff v. Mayer, Brown & Platt, 772 N.E.2d 263 (Ill. App. Ct. 2002)