The opinion of the court was delivered by: Larimer, Chief Judge.
Plaintiff, Brenda D. Gumbs, commenced this action under Title
VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.
("Title VII"). Gumbs alleges that defendants discriminated
against her on account of her race and sex in certain matters
pertaining to her employment. Defendants have moved for summary
judgment. For the reasons that follow, defendants' motion is
Plaintiff, a black female, began working for defendant Lawyers
Cooperative Publishing ("LCP") in September 1993 as Senior Vice
President, Human Resources. At the time, LCP was one of three
legal publishing companies owned by defendant Thomson Legal
Publishing Inc. ("TLP"), the other two being Clark Boardman
Callaghan and Bancroft-Whitney. When plaintiff was hired, each of
these three companies was operating as a separate unit, with its
own human resources department.
LCP was the largest of the three, with about 1000 employees and
annual gross sales of $166 million.
In January 1995, TLP hired defendant Brian Hall as its
President and Chief Executive Officer. He soon decided to combine
all of TLP's legal publishing companies into a single unit. One
result of this decision was that there would be only one human
resources department for all the legal publishing companies, and
therefore a single Vice President of Human Resources position.
The new Vice President would oversee all of TLP's legal
publishing human resources functions, and would report directly
Hall asked several people at TLP for advice concerning filling
the new position. One of them, Kathryn Downing, the
then-President of LCP, testified at her deposition that she
"highly recommended [Gumbs] to him. . . ." Affirmation of Thomas
S. Gill (Item 39), Ex. A at 9. Downing, who left LCP in September
1995, testified that she spoke to Hall about Gumbs on more than
one occasion that summer, and that Hall indicated that, based on
the opinions of some other people within TLP, he had some
reservations about selecting Gumbs for the position, although
Downing stated that at the time she resigned, she had the
impression from what Hall had said to her that he did intend to
interview Gumbs for the position. Id. at 10-11.
Hall states that he also asked Anthony Vasile, who was the
Chief Financial Officer ("CFO") of LCP and who had also worked
with plaintiff, for his opinion about her capabilities. Vasile
allegedly told Hall that although Gumbs had performed well at
LCP, he did not think she had the experience to handle the new
position, particularly since by that time, the late Summer of
1995, it was known that TLP was acquiring West Publishing Company
("West"), which then had 7500 employees and annual sales of
around $800 million. Hall Affidavit (Item 31) ¶¶ 2, 4; Vasile
Affidavit (Item 35) ¶ 4. The new Vice President, then, would have
responsibility for human resources functions covering a far
greater number of employees than plaintiff had dealt with at LCP.
Hall also sought the advice of Steven Mower, who was the Vice
President of Human Resources for Thomson Professional Publishing,
an entity to which TLP then reported. Hall asked Mower for his
opinion of four persons, including plaintiff, all of whom were
human resources managers within TLP. Mower states that he had
been involved in the hiring of plaintiff, and had worked with her
on a number of occasions since then. Mower sent Hall an e-mail
message that was critical of Gumbs, saying that "she seemed very
unsure of herself," that she had "dropped the ball big time" with
respect to a number of matters, that she had "a total lack of
credibility outside of LCP," and that "[s]he [wa]s not seen as a
team player by any definition." Mower Affidavit (Item 34) Ex. A.
Mower told Hall, "I don't think you have the horses to pick from
inside," and that "it would be a mistake" to do so. Id. Mower
did identify another one of the four persons addressed in the
message as "the one I would recommend if you are determined to
select from inside," but clearly he believed that it would be
wiser to look for a candidate from outside TLP. Id.
Hall then directed Vasile to begin a search for external
candidates. Vasile engaged the services of an outside agent,
defendant Donald Sheehan, a professional executive search
consultant. Sheehan's contract with TLP provided that he would
receive $10,000 at the outset of his search, and an additional
$10,000 if TLP hired one of the candidates located by Sheehan.
Vasile Affidavit Ex. A. Plaintiff does not dispute that Sheehan
was specifically instructed only to search for external
candidates. Plaintiff's Response to Defendants' Statement of
Undisputed Material Facts ¶ 1.
Hall was apparently impressed by Greenawalt's credentials, for
he eventually offered him the position. Hall did interview
plaintiff on October 10, 1995, but she alleges that this meeting
was a sham, as Hall had already made the decision to hire
Greenawalt. Plaintiff claims that Hall simply wanted to give the
appearance of considering her for the job in order to avoid a
At any rate, Hall met again with plaintiff on October 12, 1995,
and informed her that he had decided to offer the position to
Greenawalt. Plaintiff's immediate reaction was to accuse Hall of
discrimination, which he vehemently denied. Hall told plaintiff
that he did not view his hiring of Greenawalt as a vote of
no-confidence in plaintiff. Hall told plaintiff that he hoped she
would remain at TLP, and she agreed at least to stay on for a few
Greenawalt began working at TLP in October 1995. In Spring
1996, TLP's West acquisition agreement had been signed. TLP then
combined all its legal publishing operations into a unit known as
West Group. West Group was in turn divided into two units,
Publishing Operations (responsible for editorial work) and
"Market Center Operations" (responsible for sales and marketing).
Both of these two units were to have their own Vice President of
Human Resources, who would report to Greenawalt.
Greenawalt offered plaintiff her choice of the two new
positions, but she turned both of them down. Plaintiff states
that she viewed both of them as lower-level positions than her
LCP position because in those new positions, she would be
reporting to Greenawalt, who in turn ...