Full opinion text
MEMORANDUM OPINION AND ORDER CASTILLO, District Judge. On February 8, 1993, a state court jury in Corpus Christi, Texas found that New York Life Insurance Company (“New York Life”) and one of its agents breached their duty of good faith and fair dealing, breached their fiduciary duty, and committed false, misleading or deceptive acts in connection with certain transactions involving a policy-holder and his wife. The jury also found that New York Life committed fraud in connection with these transactions. The jury awarded $65,000 in pecuniary losses, $1 million for mental anguish, and $15 million against New York Life as punitive damages. This was the first punitive damages award against New York Life in its 150-year history. Shortly thereafter, senior New York Life officers spoke at an annual New York Life Managers’ Meeting, implicating local management at the Corpus Christi Office in the wrongdoing that- gave rise to the Corpus Christi jury award. New York Life also produced a 30-minute videotape on corporate responsibility that was issued to every New York Life office for use in training agents. The videotape included excerpts from remarks made at the 1993 Managers’ Meeting and specifically included the remarks implicating local management at the Corpus Christi Office. The plaintiff in the present action, Ronald Dawson, was the General Manager of New York Life’s Corpus Christi General Office from August 1985 to September 1989. Dawson brings this action against defendants New York Life and NYLIFE Securities, Inc. (“NYLSEC”) for defamation, intentional interference with prospective economic advantage, and intentional infliction of emotional distress based principally on the remarks made at the Managers’ Meeting, the training videotape, and other allegedly defamatory statements. Dawson also asserts a breach of contract claim, alleging that New York Life breached an oral agreement relating to Dawson’s compensation. Defendants’ motion for summary judgment as to all of Dawson’s claims is presently before the Court. RELEVANT FACTS Dawson’s Employment and Compensation Agreements with New York Life Dawson was employed by New York Life for more than 18 years, beginning in June 1974 when he started as an agent. Pl.’s Add’l Facts ¶ 1. Throughout his career with New York Life, Dawson was promoted to positions of greater and greater responsibility based on his performance as an agent and manager. In 1981, after previously serving as an agent and Assistant Manager, he was promoted to General Manager. Id. ¶ 2. From August 1985 to approximately September 1, 1989, Dawson was employed as the General Manager of the company’s Corpus Christi, Texas General Office. Dawson’s transfer to Corpus Christi was initiated by three senior New York Life officers. New York Life chose Dawson to manage the Corpus Christi Office because the company wanted a strong recruiter of agents in that office and Dawson was so regarded. Id. When Dawson arrived in Corpus Christi, there were approximately 38 agents in the office; when he left Corpus Christi in 1989, there were 126 agents working out of that office. Id. ¶ 3. Dawson received numerous awards while General Manager of the Corpus Christi Office. His office was selected as a field project location in connection with the agency home office management school— which is considered an honor. Id. ¶ 4. In 1987, Dawson’s immediate supervisor Ernestine Beauchamp, who was then Regional Vice President, referred to Dawson as “the number one general manager” in the Southwest region. Id. ¶ 6. Effective September 1, 1989, Dáwson was transferred to the Oak Brook, Illinois General Office where he worked as that office’s General Manager. Defs.’ Facts ¶ 5. Dawson continued to earn awards and honors while General Manager of the Oak Brook office. He traveled nationwide speaking on behalf of the company at training seminars and regional management schools. In 1990, Dawson was selected to speak at the company’s national Managers’ Meeting—which is considered an honor. PL’s Add’l Facts ¶ 9. For the year 1992, Dawson earned two major production awards for his performance as Oak Brook General Manager, which he was scheduled to receive at .the company’s 1993 National Managers’ Meeting. Id. ¶ 10. On February 14, 1993, the same day that company officers decided to fire him, Dawson was speaking at a Regional Managers’ Meeting in Chicago. Id. ¶ 11. Dawson’s tenure at the Oak Brook office was not without blemish, however. In March of 1992, the Senior Vice President in charge of the Agency Department, Lyle Paul, criticized Dawson, and reduced his compensation by approximately $27,000, for his conduct in connection with a federal criminal investigation of one of Dawson’s top-performing agents. Specifically, Dawson had attended a meeting at the U.S. Attorney’s office in Chicago without informing either his superiors or New York Life’s Office of the General Counsel. See Paul Aff. ¶ 8. As a General Manager, Dawson had a written employment agreement with New York Life which provided that Dawson’s employment, could be terminated with or without cause upon written notice. Defs.’ Facts ¶¶ 6, 7. Before March of each year that Dawson was General Manager of the Oak Brook Office, New York Life notified Dawson in writing of his base compensation for the period from March 1 through February 28 of the following year. Dawson understood the writing to be a binding commitment. Id. ¶ 107. New York Life always honored the written commitments specifying Dawson’s base compensation, except for the one occasion in 1992 on which his salary was reduced. Id. ¶ 108. Dawson continued to work after receiving the written descriptions of his base compensation. Id. ¶ 109. Dawson was terminated in February 1993. Prior to his termination, Dawson had been a registered representative of NYLSEC; when New York Life terminated him, NYLSEC terminated Dawson’s registration. On February 25, 1993, NYLSEC sent a Form U-5 (“Uniform Termination Notice For Securities Industry Registration”) to the National Association of Securities Dealers (“NASD”) concerning Dawson’s termination. As is explained in greater detail below, New York Life subsequently amended Dawson’s Form U-5 on three occasions. After he was fired by New York Life, Dawson (or someone working on his behalf) discussed employment with more than 12 top-rated insurance companies. PL’s Add’l Facts ¶ 123. NASD member firms are required to access a prospective employee’s NASD file before hiring. New York Life knew when it filed the Form U-5s relating to Dawson that other NASD members would access Dawson’s U-5 information before hiring him. Id. ¶ 126. Two companies, Minnesota Mutual and John Hancock, made inquiries to New York Life about Dawson. Id. ¶ 124. Also, New York Life knew of a prospective business arrangement Dawson had with Prueo Securities in July 1994. Id. ¶ 125. Dawson has not been able to broker securities for Pruco. Id. THE HERNANDEZ EVIDENCE AND VERDICT Dawson’s termination stemmed from the evidence presented at the Corpus Christi trial that resulted in the multi-million dollar punitive damages award against New York Life. In March of 1989, Ramiro Hernandez collected $331,000 in settlement of a personal injury suit. Later that month, he and his wife Lamar gave Oscar Herrera, who was then a New York Life agent in the Corpus Christi Office, $100,000 to purchase a $100,-000 life insurance policy and an annuity. Herrera altered Mrs. Hernandez’ life insurance application by adding a zero to increase it to $1 million, using $27,910 to pay the first premium and investing the balance of $72,090 in an annuity. To obtain underwriting approval for the $1 million policy, Hernandez forged a note from Mr. and Mrs. Hernandez stating falsely that they had obtained a $2 million settlement. Herrera subsequently falsified paperwork and endorsements to vyithdraw $27,910 from the Hernandez annuity to pay the second premium on the $1 million policy, and to withdraw additional funds from the annuity. In October 1990, Ramiro Hernandez died and Mrs. Hernandez asked Herrera for a withdrawal from her annuity to pay for her husband’s funeral and for hving expenses. Rather than tell her that the annuity had been depleted, Herrera forged paperwork to withdraw money from another customer’s annuity. In March 1991, Mrs. Hernandez discovered that she had a $1 million insurance policy rather than a $100,-000 policy when she received a premium notice for the larger policy. Shortly thereafter, Mrs. Hernandez brought suit against Herrera and New York Life in Texas state court, resulting, on February 8, 1993, in a judgment of $65,000 in pecuniary damages, $1 million for emotional distress, and $15 million in punitive damages against New York Life. The jury found that New York Life committed “false, misleading or deceptive acts or practices in the business of insurance” and that New York Life had acted knowingly and had committed its misconduct “with heedless and reckless disregard of the rights of others.” The jury was instructed that “New York Life” referred to “all” of New York Life’s agents and employees “except Oscar Herrera.” As to its finding of reckless disregard, the jury was also instructed that it could “consider only the conduct, if any, that [it had] found that is attributable to persons acting in a managerial or supervisory capacity.” Of relevance to Dawson’s present defamation action against New York Life, is the testimony presented at the Hernandez trial concerning the Corpus Christi Office management’s awareness, if not authorization of, and participation in, misconduct by agents and employees of that office. Indeed, there was substantial evidence of such misconduct and of management’s awareness, authorization, and participation in it. The evidence of misconduct in the Hernandez testimony centered around agents’ unauthorized eonversion of insurance policies (usually from term insurance to permanent insurance), forgery of policyholders’ signatures, and unauthorized commission switching. A. Forgery and unauthorized conversions During his testimony in the Hernandez trial, Oscar Herrera testified that agents at the Corpus Christi Office forged policy holders’ signatures, a practice known as “windowing.” With respect to management’s knowledge of this conduct, Herrera testified as follows: Q. And isn’t it true sir, that these practices of windowing signature [sic] was done with the knowledge of management? A. Correct. Q. And specifically, it was done with the knowledge of Dale Gillum? A. Correct. Q. He was your supervisor. A. Correct. Q. And isn’t it true sir, that this practice of windowing signatures or forging signatures occurred in large measure when people, when agents were converting ... term policies to whole life policies? A. Correct.... Q. And isn’t it true sir, that Dale Gillum was aware you were doing it? A. Correct. Record from Hernandez Case (hereinafter “Record”) at 2622-23. Herrera specifically testified that in June of 1989, he had forged the signature of a term policyholder (Richard Cruz) on a conversion application, and that Dale Gillum knew that he had forged Cruz’s signature. Id. at 2630. Herrera also specifically testified that Dale Gillum was aware that in 1987 Herrera had forged his own uncle’s signature on a life insurance application and took money that his uncle had given him for the purchase of an annuity and used that money to pay the premium for the insurance policy. Id. at 2625-28. In addition to these two instances of forgery, Herrera also testified as to a third in which he converted a life insurance policy through a forged application in June of 1990, again with the knowledge of Gillum. Id. at 2637. Herrera stated that both Gillum and Dawson would have benefit-ted from his conversions of the policies. Id. at 2629, 2631. Indeed, the evidence indicated that the majority of Herrera’s forged conversions took place toward the end of June or December, which were significant months because they closed out periods for which compensation for managers was calculated. Id. at 2623-24. Herrera testified that he had seen others windowing signatures and that Dale Gillum was aware of the practice but looked the other way. Id. at 2622-23. In regard to one instance in which Herrera forged a permanent life insurance policyholder’s signature on a whole life conversion application, Herrera testified that Gillum participated in the misconduct by giving him the money to pay the first month’s premium on the fraudulently procured whole life policy, id. at 2633-36; and, with respect to his conduct in the Hernandez case, Herrera testified that Gillum conspired with him, and encouraged him, to defraud the Hernandezes by altering their policy application. Id. at 2668, 2672, 2708-09. It is undisputed in the present action that “Oscar Herrera did not directly testify that Dawson knew of or participated in the Hernandez fraud, the Cruz forgery, windowing or any other fraud or forgery Herrera committed.” Defs.’ Resp. Add’l Facts ¶ 56. Additionally, Herrera expressly testified that Richard Miller, the Corpus Christi Office manager, did not know that Herrera had altered the Hernandez application from a $100,000 policy application to a $1 million application until two to three days or a week after the application was submitted. Id. at 2709-10. Sonny Correa, a former agent from the Corpus Christi Office gave the following testimony regarding forgery of policyholders’ signatures: Q. Now, the management in that office between 1986 and 1988 were encouraging churning ; is that correct? A. That is correct, yes, sir. Q. And they were encouraging churning to the point where they were teaching agents such as you to forge policies without the—in other words, they wanted agents to churn and window and convert policies without the knowledge of the policyholder? A. My personal experience was yes, that’s what was going on. Id. at 1978. New York Life’s counsel objected to this testimony on the ground, among other things, that the question failed to specify who was being referred to. The objection was overruled after the examining counsel explained that he was referring to “those managers,” apparently a reference to “the management in that office between 1986 and 1988.” Id. at 1978. Correa previously testified that Dawson was general manager. Id. at 1977. Correa testified that he had been asked to forge policies but that he refused. Id. The following colloquy ensued: Q. When you said no to these things and told Mario [Olivarez] no, I’m not going to forge, you were—did you feel you were being branded kind of a trouble maker? A. Yeah. That’s right. Q. Kind of like not a game man? A. I would get called into Mr. Dawson’s office and he would talk to me and try to set me straight. Id. at 1979. However, when asked if he was ever asked to convert policies by Ron Dawson, Correa answered, “Not directly, no sir. But through Mario Olivarez my manager.” Id. at 1966. Correa testified, “Mario said Dawson asked him to talk to me about converting policies.” Id. at 1988. Correa specifically identified two instances in which Olivarez asked him to convert policies by forging the policy holders’ signatures—one policy holder was his father, the other was his uncle. Id. at 1988. With respect to the forgery of his father’s signature Correa stated that Olivarez told him that “in January we’ll just turn around and say that he looked over the policy and decided he didn’t want it and convert it back to what he had originally.” Id. at 1970-71. When asked if he had specific experience of a manager telling him to forge policies, Correa responded, ‘Tes, sir, I sure do,” and then he referenced only these two instances involving Olivarez. Id. at 1978. Correa testified that he had personally observed two agents in the office windowing signatures. Correa noted that the conduct was “obvious” to him and that other agents and management would have been able to observe the conduct as well. Id. at 1960-61. During cross-examination Correa acknowledged that he had only seen Herrera window a signature once and that he had only seen one other agent window a signature once. PL’s Supplemental Excerpts at H50. Another former agent, Roland Garza, also testified that he was aware that windowing of signatures took place in the office, and that he was aware that many agents in the office engaged in the practice. Record at 660. Garza also testified that conversion of policies was encouraged by management because more commissions would be generated by converting a policy from term to whole life. Id. at 661. (The question directed to Garza concerning management’s encouragement of converting policies did not distinguish between legitimate, authorized conversions and unauthorized conversions.) Garza testified that, in his opinion, management’s concern with “their pocket books” resulted in agents engaging in misconduct such as converting term policies to whole life policies without authorization. Id. at 694-95. Garza also testified that it was his opinion that “middle management, being Mario Olivarez, and upper management, being Dale Gillum and Ron Dawson, must have known about such practices.” Id. at 695. B. Commission switching The only testimony by Herrera that directly implicated Dawson in misconduct (albeit misconduct that is wholly internal to New York Life) was his testimony that Dawson directed that the commission earned on the Hernandez policy be split with two other agents who had no involvement in selling the policy. Record at 2669. This practice is referred to in the record as “commission switching” or “commission splitting.” Correa also testified about the practice of commission switching in the Corpus Christi Office. Correa explained that New York Life maintained certain commission standards for its agents under which agents were required to average a certain amount of commissions over a three month period (referred to in the record as “quartering out”). And, Correa testified that when another agent was having difficulty quartering out, he (Correa) would be asked by his sales manager, Mario Olivarez, to shift some of his commissions to that agent in order to enable that agent to quarter out. Id. at 1956-57. Indeed, Correa testified that the management in the Corpus Christi Office insisted on commission switching. Id. at 1975. When asked who benefited from the practice of commission switching, Correa opined that “it wasn’t helping anyone but management,” id. at 1957; see also id. at 1975. This testimony was echoed by that of Roland Garza, who testified that management benefitted by the practice of commission switching because management bonuses were determined in part by the number of agents in the office that met New York Life’s commission criteria. Id. at 645-46, 659. Dale Gillum, the associate general manager at the Corpus Christi Office, testified that under Dawson’s administration the practice of unauthorized commission switching was flagrant, and that the practice continued to a lesser degree under Dawson’s successor Terry Richards. Id. at 2368-69. Gillum also testified that Dawson split Herrera’s commission on the Hernandez policy between Herrera and two other agents who had no involvement in the sale of that policy. Id. at 2444-45. Gillum also testified that when Herrera complained to Dawson that another New York Life agent was going to try and sell the Hernandezes a policy, Dawson called that agent and essentially told him to back off because Herrera was there first. Id. at 2423. (Defendants rely on this testimony about Dawson as evidence indicating that Dawson was involved in the Hernandez fraud.) Dawson did not testify at the Hernandez trial; however, he was deposed prior to the trial and the Hernandezes’ attorney played a videotape of that deposition at trial. Dawson testified that he had not permitted commission switching except in rare situations, denied that he had ever been reprimanded for commission switching, claimed that he had told sales managers that they must stop the practice of commission switching and testified that the Office Manager had forged his signature to forms approving commission switches. Def.’s Facts ¶¶ 40, 41. Dawson also testified that he had no recollection of the $1 million Hernandez policy and denied any prior awareness that the commissions on the Hernandez policy had been switched. Id. ¶ 42. New York Life’s Familiarity with the Hernandez Case Alan Taxerman, the New York Life in-house attorney who was assigned responsibility for the Hernandez case, attended almost all of the trial and participated in strategic decisions throughout. Defs.’ Facts ¶ 48. Prior to trial, Taxerman was involved in fact-gathering and responses to discovery. He attended several depositions and read the transcripts and viewed the videotapes of the others. Taxerman was in constant communication with Texas trial counsel assigned to the case, Corbet Bryant. Id. ¶49. Taxer-man’s familiarity with the trial was reinforced by notes that he took at trial, by his discussions with trial counsel, and by review of trial exhibits and certain daily transcripts. Id. ¶ 50. Throughout the pretrial proceedings and the trial, Taxerman provided updates on the case to his superiors; including then General Counsel Alice Kane and other officers of New York Life, including Senior Vice President Lyle Paul and Executive Vice President Lee Gammill. The updates included reports of lax supervision and the atmosphere in the Corpus Christi Office, and evidence that the three local managers (Dawson, Gillum, and Miller) were involved in various wrongdoing. Id. ¶ 51. William Morrison, an Assistant Vice President in New York Life’s Agency Department, was designated as one of New York Life’s official representatives at the Hernandez trial. Morrison kept notes of the trial evidence and reported to Paul and Gammill about that evidence. Pl.’s Add’l Facts ¶ 47. Immediately after the Hernandez verdict, several meetings were held at the New York Life home office in which evidence that led to the verdict was analyzed, as were the company’s possible legal and business responses to the verdict. Alice Kane participated in discussions with Taxerman, Texas trial counsel (Corbet Bryant), and new counsel (John Koeltl, then a partner at the New York law firm of Debevois & Plimpton). Defs.’ Facts ¶ 52. Part of the discussions focused on the theme of the Hernandez trial that local management knew of or participated in improper conduct such as commission switching, unauthorized conversions, forgery, providing loans to agents, and selling leads to agents. Id. ¶ 58. With the assistance of Taxerman and Koeltl, Kane prepared a presentation concerning the Hernandez case for the Board of Directors. Id. ¶ 54. Kane’s presentation omitted discussion of evidence of any “misconduct” by the New York Life home office that might have contributed to the verdict, such as the home office’s failure to take any disciplinary action toward Oscar Herrera despite being on notice of customer complaints, despite having knowledge of three documented instances of unauthorized conversions, and despite the fact that Terry Richards (Dawson’s successor at the Corpus Christi Office) recommended he be fired based on allegations of forgery and policy switching in another case. See Kane Dep. at 237-38. Dawson’s Termination Lyle Paul had received reports on the Hernandez case from Taxerman, Texas trial counsel, and others. Within one week after the Hernandez verdict, Paul made the decision to terminate Dawson. The decision was made in consultation with Kane, Lee Gammill, and New York Life Chairman Harry Hohn. Defs.’ Facts ¶¶ 55-57. Paul instructed John Zorio, Dawson’s immediate supervisor, to deliver a letter of termination to Dawson. Id. ¶ 58. Zorio arranged for a meeting with Dawson on February 16, 1993 between 7:00 and 7:30 a.m., prior to normal office hours. Zorio and an assistant met briefly with Dawson in his office and delivered the termination letter. No one else was present except a security guard who sat outside Dawson’s office. New York Life subsequently arranged for Dawson’s personal belongings to be delivered to him. Id. ¶¶ 59-61. The same day, New York Life terminated the employment of Richard Miller, the former Corpus Christi Office Manager. Associate General Manager Dale Gillum had resigned from the company in November 1992. Id. ¶ 62. THE ALLEGEDLY DEFAMATORY STATEMENTS I. The 1993 Managers’ Meeting A. Alice Kane’s Remarks New York Life’s annual Managers’ Meeting took place February 28 to March 4, 1993—approximately three weeks after the Hernandez jury returned its verdict. General managers of each of the company’s general offices were invited, as were certain other local managers and some senior officers of the company. More than 700 New York Life managers, employees and their spouses from all over the United States attended the meeting, which was held in Hawaii. Pl.’s Add’l Facts ¶ 19. Senior New York Life officers believed that the Hernandez case implicated the interests of New York Life, its employees, agents, policyholders, customers, and the public. Among those interests were protecting New York Life policyholders and potential customers, and enforcing company rules. To further these interests, senior New York Life officers believed that it was important to report to the managers about lessons from the Hernandez case and about the role of local management in preventing wrongdoing. Defs.’ Facts ¶¶ 76-79. Alice Kane gave a speech at the Managers’ Meeting entitled “Corporate Responsibility is Everyone’s Job.” Kane’s speech included the following comments concerning the Hernandez case: Last month for the first time in our 150-year history, we were assessed punitive damages in a lawsuit. ... Did we “deserve” to be punished? Here are the facts. ... We need to realize that it wasn’t the agent alone who cost us $15,000,000 in punitive damages. Mrs. Hernandez only lost $65,000. How then did we get from there to $15 million? Well, let me show you. Before Terry Richards, there was a pattern of unethical behavior in the Corpus Christi office. It went well beyond this fraud. There was an attitude—encouraged by management—that rules were made to be broken—and shortcuts were meant to be taken. There were unauthorized conversions, unwitnessed signatures and commission switching for Council credit. Windowing was almost commonplace. And leads were bought and sold. All of this was done with the knowledge—and sometimes the actual participation of—the local management. In the jury’s mind, these abuses went a long way to fill the gap from $65,000. As I said before, punitive damages are awarded when a jury is sending a message. This time it was loud and clear. We were wrong. Local management failed and we—-the company—must take steps to correct it. Defs.’ Facts ¶ 80. Kane testified that when she referred to “management” and “local management” in her speech she was referring to Dawson, among others. Kane also testified that she believed that the audience so understood her references, “if they knew who the managers were at Corpus Christi.” Kane Dep. at 86-89. Kane’s speech was drafted by an in-house speech writer, Lisa Frazier, in conjunction with New York Life’s then Deputy General Counsel, Michael McLaughlin, Kane, and others. Defs.’ Facts ¶ 81. Among other things, Frazier relied upon a 2/6 page memorandum drafted by Taxerman, which set out a chronology of events in the Hernandez case. Pl.’s Add’l Facts ¶ 44. Kane also requested that the speech be reviewed by Taxerman. Defs’ Facts ¶ 82. Taxerman attests that he reviewed Kane’s speech for accuracy and believed that the challenged statements were true. Taxerman Aff. ¶ 5. Additionally, Kane was personally familiar with certain materials which she regarded as supporting her remarks about “local management,” including: (i) the results of an audit of the Corpus Christi Office that found that Dawson was involved in unauthorized commission switching; (ii) a Hernandez trial exhibit that discussed the problems of windowing and term conversions in the Corpus Christi Office; (iii) reports from Taxerman and Texas trial counsel in the Hernandez ease about evidence concerning local management; (iv) the jury charge and the jury’s findings in the Hernandez case as to “New York Life.” Defs.’ Facts ¶ 84. Kane also attested that she believed that the challenged statements were true and did not entertain any doubt as to their accuracy. Kane Aff. ¶ 34. Kane also participated in a panel discussion on compliance issues at the 1993 Managers’ Meeting. During that discussion, she made the following extemporaneous remarks: As I said, we are in a new ball game. What used to occur was that, if there had been some evidence of fraud committed by the agent and the agent committed a second fraud, we would be in a punitive damage situation like this. The shift that the Hernandez case basically takes us to, there was no prior evidence of Herrera ever committing a fraud. There were policy-holder complaints, but no actual fraud. And it was the lack of compliance in the office, total disregard of the rules with the, sometimes the actual knowledge and, certainly, the encouragement of local management; and that’s where the ball game has shifted. In the Hernandez case, we saw the local, practically everyone in the management chain was involved. Windowing, the practice of forging signatures ... was widespread. Unauthorized conversions. What they used to do was shift the—they would convert a policy. And if the policyholder complained, they would reverse it; otherwise, they kept it on the books as a conversion. What made matters worse is that we didn’t fire the local management ... sooner. Kane Aff. ¶ 38. Kane attests that the bases for these remarks included the same information and sources upon which she relied in giving her prepared speech; and, Kane attests that she entertained no doubts as to the accuracy of these remarks and that she believed these remarks were true. Id. ¶¶39-40. Kane testified that she intended her references to “local management” and “the management chain” to refer to Dawson, among others, and that she believed that the audience so understood the references. Kane Dep. at 100. B. Lyle Paul’s Remarks Kane’s remarks were echoed by Lyle Paul during the compliance panel discussion: As Alice [Kane] pointed out, one of the problems in the Hernandez case was that the management team of that office at the time, not the current management team, but the team that was in there at the time this occurred, were doing some things, winking at some things, and, frankly, practicing some shortcut methods themselves. When they did that, it created an atmosphere that just communicated the idea that rules were meant to be broken. Paul Dep. at 201-02. Paul testified that when referring to the “management team,” he was referring to the team headed by Dawson and that he believed that the audience understood this. Id. C. Lee Gammill’s Speech Lee Gammill, who was then an Executive Vice President with New York Life, also spoke at the 1993 Managers’ Meeting in both a prepared speech and during the compliance panel discussion. Gammill’s prepared speech, entitled “Beyond Triple A,” included the following remarks: Last year, Alice Kane talked to you about the danger of lax supervision. The year before that, I talked to you about ethics. A few years before that, Harry talked to you about supervision and he specifically talked about the danger of a punitive damage judgment and at least one manager in that audience failed to take the words to heart. And the cost was dear. On February 8th, a Texas court handed down a $16 million judgment against the company in an agent fraud case. $15 million of it was in the form of punitive damages---- All on a $65,000 actual damage claim. The facts are simple enough. The agent had indeed perpetrated fraud. Worse yet, the managers in the office at the time failed to provide adequate supervision— adequate supervision. Even though the company acted swiftly—we offered to provide fall compensation and damages once the facts came to light—we were sued and we lost. Because of the dereliction of the managers in one office, in essence Individual Operations, everyone in this room, will have to work the first three-and-a-half months of this year just to make up the loss. Defs.’ Facts ¶ 87. Gammill testified that he intended the referent “one manager” in the first quoted paragraph to refer to Dawson and that he believed the audience at the Managers’ Meeting knew who he was talking about. Gammill Dep. at 67. Similarly, Gammill testified that his other references to “managers” referred to Dawson, among others, and that he believed that the audience understood this. Id. at 68-69. Gammill’s speech had been prepared in conjunction with Kane’s speech by a New York Life in-house speech writer and had been reviewed by Kane before he gave it. Defs.’ Facts ¶88. Gammill had also had conversations with Kane, Taxerman, Morrison, and others about the evidence introduced in the Hernandez trial. Gammill attests that he did not entertain any doubts about the accuracy of his challenged statements and that he believed his remarks to be trae. Gammill Aff. ¶ 16. During the panel discussion on compliance, Gammill’s remarks included the following: I am really disappointed and, in fact, embarrassed. And I think you all are, too, that one of us, since I grew up with you, one of us really screwed up bad. I mean, when you look at the case, when you look at the depositions on this, you say, how in the world could this go off as far as it did. And the second thing that comes to mind is just the word dumb. The type of thing that went on down in Corpus, you know, has to be caught sooner or later. And maybe the individuals down there had a death wish beyond bad judgment; but, there is no way that this type of thing stays hidden. You are very important people. If something is going to succeed, it succeeds because of the influence of the local manager. Unfortunately, if something is going to fail, we also get, as general managers, also get to take credit for that. And this was a lulu. Defs.’s Facts ¶ 96. Gammill testified that he intended to refer to Dawson, among others, and that he believed the audience understood this. Gammill Dep. at 86-87. It is undisputed that neither Kane, Paul, nor Gammill personally reviewed the Hernandez trial transcripts before making then-speeches at the Managers’ Meeting. Defs.’ Resp. Add’l Facts ¶ 52. Rather, they were informed about the trial testimony through their communications with Taxerman, Morrison, and Bryant, all of whom had first hand knowledge of the Hernandez testimony. Id. Nor did anyone from New York Life contact Dawson in an effort to verify the truth of the Managers’ Meeting statements that were made about him. PL’s Add’l Facts ¶ 53. In this regard, New York Life notes that Dawson was not considered credible. Defs.’ Resp. Add’l Facts ¶ 53. Nor did anyone from New York Life contact Oscar Herrera to try to learn whether Dawson was involved in the frauds that Herrera perpetrated against the New York Life customers. PL’s Add’l Facts ¶ 54. Nor did anyone from New York Life contact attorney Frank Herrera (the Hernandezes’ lead counsel—who is unrelated to Oscar Herrera) in order to inquire as to whether Dawson was involved in the frauds Oscar Herrera perpetrated against New York Life customers. Id. ¶ 55. II. The Training Videotape After the Managers’ Meeting, New York Life organized a compliance program for all of its general offices. A videotape on corporate responsibility and an accompanying program were sent to each of New York Life’s approximately 181 general offices nationwide for use in training agents and employees. Agents were required to certify in writing that they viewed the videotape, otherwise they were not allowed to sell New York Life policies. Defs.’ Facts ¶ 98; Pl.’s Add’l Facts ¶ 31. The corporate responsibility videotape incorporated some of the remarks made at the Managers’ Meeting, including the excerpts from Kane’s speech about the Hernandez case and Paul’s remarks at the panel discussion quoted above. III. The Form U-5 and Amended Forms U-5 A. The Original Form U-5 On February 25, 1993, shortly after firing Dawson, NYLSEC sent a Form U-5 (“Uniform Termination Notice For Securities Industry Registration”) to the NASD concerning Dawson’s termination. Robert Galler, a NYLSEC officer, prepared the Form U-5. He had been informed by New York Life agency personnel that Dawson had violated New York Life’s rules and procedures. In response to the Form U-5 query concerning the reason for the termination of Dawson’s securities registration, Galler responded, “Failure to follow rules and procedures of New York Life Insurance Company. No securities involved.” Def.’s Facts ¶ 63. Dawson has admitted that he “failed to follow New York Life’s rules and procedures concerning commission switching.” Dawson Dep. at 89-90. B. The Amended Forms U-5 On or before February 24,1993, New York Life received two letters from the law offices of Frank Herrera Jr. (who was the Hernandezes’ lead counsel). One demanded $10 million to settle a complaint against New York Life by Richard and Veronica Cruz arising out of Oscar Herrera’s alleged unauthorized conversion of the Cruzes’ term insurance policy. The other demanded $10 million to settle a similar complaint by Wesley and Dorothy Herring. Pl.’s Add’l Facts ¶ 90. Attorney Herrera’s demand letter concerning the Cruz matter included the following statements: As you may be aware, testimony in the Lamar Hernandez v. New York Life case, directly implicates New York Life and its management in the fraud perpetrated on the Cruz family. The evidence shows that Associate General Manager Dale Gillum told agent Herrera to forge the application in the conversion forms. Moreover, the evidence showed that General Manager Ron Dawson condoned forgery for conversion, informing his agents that ‘if they were caught, they could simply reverse the conversions and reimburse the insureds.’ Finally, General Manager Terry Richards, although fully aware of the forgery of the Cruz policy and other policies forged by agent Herrera, failed to terminate agent Herrera and failed to properly report agent Herrera to the State Board of Insurance. Mr. Richards and other members of management, furthermore, directly benefitted from the forgery in that their compensation packages were positively affected by the fraud. Finally, New York Life knowingly sent false information to the State Board of Insurance when they reported that reversal of the Cruz policy was solely for business purposes, and reported that there was no evidence of wrongdoing on the part of New York Life. Pl.’s Appendix at T408. Attorney Herrera’s demand letter concerning the Herring matter contained identical statements as to what the Hernandez evidence purportedly showed about Dawson. Id. at 414. On March 2, 1993, after New York Life received the Cruz and Herring letters, NYL-SEC prepared an amendment to Dawson’s Form U-5. Taxerman assisted Galler—who had never seen the Cruz demand letter—in preparing the amendment; and it was Taxer-man who drafted the language of the amended Form U-5. Pl.’s Add’l Facts ¶ 94. In item 7 of the Disclosure Reporting Page (DRP-5) appended to the amended Form U-5, Taxerman reported the allegations of the Cruz demand letter: 7. What were the allegations against the individual? (Include amounts of actual or alleged damages or claims.) Allegedly condoned forgery of customer’s name to pay $300 premium needed to convert term insurance policy to whole life and condoned other alleged forgeries. Allegedly informed persons who committed the forgery in the Cruz matter that if detected they would not be reported to proper authorities. Defs.’ Facts ¶ 69; Pl.’s Add’l Facts ¶ 95. At the time that New York Life received the Cruz demand letter, New York Life home office personnel had a transcript of Sonny Correa’s Hernandez testimony, and weré familiar with the Cruz complaint, which was first made in August 1989, and which had been the subject of testimony in the Hernandez trial. Pl.’s Add’l Facts ¶ 101. It is undisputed that Taxerman and Galler did not review a file that New York Life had maintained on the Cruz matter ever since Mr. and Mrs. Cruz first complained about Herrera in 1989, did not contact the law offices of Frank Herrera, and did not attempt to obtain any response or explanation from Dawson before preparing the amended Form U-5. It is also undisputed that Galler did not review transcripts or exhibits from the Hernandez trial. Pl.’s Add’l Facts ¶ 102. Taxerman testified that he did not refer to the Hernandez trial transcripts prior to drafting the response contained in item 7, but he indicated that such a review was unnecessary because the trial had just ended. Taxerman Dep. at 191. It is also undisputed that the statement in the Cruz demand letter that Dawson informed his agents “that if they were caught they could simply reverse the conversions and reimburse the insured” misstated the trial testimony of Sonny Correa. Pl.’s Add’l Facts ¶ 103. Finally, it is undisputed that although the Cruz and Herring demand letters contained statements about what the Hernandez evidence revealed about Gillum’s and Richards’ complicity in Oscar Herrera’s frauds, NYLSEC did not file amended Form U-5s as to these two former registered employees, Pl.’s Add’l Facts ¶¶ 104, 105; however, defendants represent that “NYLSEC did not know of the allegations against Gillum and Richards on or before March 2, 1993.” Defs.’ Resp. Add’l Facts ¶ 107; see also id. ¶ 106. On May 4, 1993, New York Life settled four complaints with policyholders. It settled the Hernandez claim (while an appeal was pending) for $12.5 million; the Herring claim for $5.25 million; the Cruz claim for $250,000; and a claim brought by the estate of another policyholder (Sanchez) for $250,-000. John O’Byrne completed a second amended Form U-5 concerning Dawson on October 27, 1994, noting that the Cruz complaint was “Resolved” on May 4,1994. Defs.’ Appendix at A312. In the seconded amended Form U-5, O’Byrne repeated verbatim the description of the allegations against Dawson contained on the first amended Form U-5. Id. O’Byrne also noted: Copies of the [Cruz] customer complaint and settlement agreement, as well as related complaints and settlement agreements, are attached. NOTE: Mr. Dawson has sued New York Life alleging among other things that his termination was unlawful and that his Form U-5 and Amended Form U-5 are false and defamatory. Id. O’Byrne attached the complaint and settlement agreement in the Cruz case, as well as complaints and settlement agreements relating to the Hernandezes’ claims, the Herrings’ claims, and the Sanchez estate’s claims, which were described as “related complaints and settlement agreements” on the second amended Form U-5. Id. On December 5, 1994, Dawson received notification from the NASD that NASD had completed an investigation into the circumstances disclosed in the second amended Form U-5 and had determined that no action against Dawson was warranted and that the matter was being closed. PL’s Add’l Facts ¶ 119. O’Byrne filed a third amended Form U-5 concerning Dawson on the same day that he filed the second amended Form U-5, reporting a civil petition that Oscar Herrera’s parents filed in Texas state court against New York Life for misrepresentation and misappropriation of funds from several annuities and insurance policies. Defs.’ Facts ¶ 72-74. Although Dawson was not named as a defendant in the Herrera’s civil petition, id. at A340, the civil petition alleged, among other things, that: With full knowledge that Defendant Herrera has depleted the accounts of several other New York Life-Annuity clients, neither Defendant New York Life-Annuity, Defendant Ernest Espino, Terry Richards, or Ronald Dawson ever took steps to warn or otherwise protect Plaintiffs or their ... retirement fund____ Furthermore, agents Terry Richards and Ronald Dawson were supervising the activities of Defendant Herrera and thereafter Defendant Espino; agents Terry Richards and Ronald Dawson, acting in their managerial role, both wholly failed to take steps to protect the interests of Plaintiffs. Defs.’ Appendix at A343-44, A346-47, A34952, A354. The demand letters sent to New York Life by the Herreras’ attorney also contend that Dawson was aware of Oscar Herrera’s action and did not try to stop him or warn the Herreras. See, e.g., id. at A329, A331, A334, A337. The third amended Form U-5 that O’Byme submitted to the NASD summarized and quoted from the Herrera’s civil petition, and included the petition as an attachment. Defs.’ Facts ¶74. Specifically, the third amended Form U-5 states: “Cust. alleged misrepresentation and misappropriation against agent Oscar Herrera Jr. Customer alleged that “with full knowledge that defendant Herrera has depleted the accounts of several other NYL—Annuity clients, neither NYLIFE-Annuity, [other NYL Mgrs. & Agents] or Agent Ronald Dawson ever took steps to warn or otherwise protect plaintiffs.’ ” Defs.’ Appendix at A327. ANALYSIS Dawson’s Amended and Supplemental Complaint alleges eight claims. Counts I-V allege defamation. Count I is based on statements made in Dawson’s original Form U-5 and amended Form U-5; Count II is based on the second amended Form U-5; and Count III is based on the third amended Form U-5. Count IV alleges defamation arising out of the statements made by Kane, Gammill, and Paul at the 1993 Managers’ Meeting; and Count V is based on the compliance training videotape, which republished statements made at the Managers’ Meeting. Count VI alleges intentional interference with prospective economic advantage. Count VII alleges intentional infliction of emotional distress. Count VIII alleges breach of contract in connection with an alleged oral agreement concerning Dawson’s compensation. Defendants maintain that all of the allegedly defamatory statements are protected by established privileges and are not actionable, and that Dawson’s intentional interference, intentional infliction, and breach of contract claims fail as a matter of law. We address New York Life’s arguments, in turn, below. Summary Judgment Standards Summary judgment is proper only if the record shows that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c). A genuine issue for trial exists only when “the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 2510, 91 L.Ed.2d 202 (1986). When ruling on a motion for summary judgment, the court must view all evidence in a light most favorable to the nonmoving party, and draw all inferences in the nonmovant’s favor. Wolf v. Buss America, Inc., 77 F.3d 914, 918 (7th Cir.1996); Taylor v. Canteen Corp., 69 F.3d 773, 779 (7th Cir.1995). However, if the evidence is merely colorable, or is not sufficiently probative, summary judgment may be granted. Liberty Lobby, 477 U.S. at 249-50, 106 S.Ct. at 2510-11; Unterreiner v. Volkswagen of America, Inc., 8 F.3d 1206, 1212 (7th Cir.1993). In determining whether a genuine issue exists, the court “must view the evidence presented through the prism of the substantive evidentiary burden.” Liberty Lobby, 411 U.S. at 254, 106 S.Ct. at 2513. In making its determination, the court’s sole function is to determine whether sufficient evidence exists to support a verdict in the nonmovant’s favor. Credibility determinations, weighing evidence, and drawing reasonable inferences are jury functions, not those of a judge when deciding a motion for summary judgment. Id. at 255, 106 S.Ct. at 2513-14. I. DEFAMATION CLAIMS Defamation and Qualified Privilege New York Life maintains that all of the challenged statements in Counts I-V are conditionally privileged because sufficiently important interests of New York Life, its managers, and its policyholders and potential customers were involved. Indeed, Illinois defamation law recognizes that certain occasions or circumstances may give rise to a qualified privilege to make otherwise actionable defamatory remarks without liability. See Kuwik v. Starmark Star Marketing & Admin. Inc., 156 Ill.2d 16, 24, 188 Ill.Dec. 765, 769, 619 N.E.2d 129, 133 (1993) (“A privileged communication is one which, except for the occasion on which or the circumstances under which it is made, might be defamatory and actionable.”) (internal quotation marks and citations omitted); see also Larson v. Decatur Memorial Hosp., 236 Ill.App.3d 796, 799, 176 Ill.Dec. 918, 921, 602 N.E.2d 864, 867 (4th Dist.1992) (“An otherwise defamatory statement is not actionable if made under a qualified privilege.”). In Kuwik, the Illinois Supreme Court expressly recognized the existence of conditionally privileged occasions where: “some interest of the person who publishes the defamatory matter is involved”; “some interest of the person to whom the matter is published or of some other third person is involved”; and where “a recognized interest of the public is concerned.” Kuwik, 156 Ill.2d at 29, 188 Ill.Dec. at 771, 619 N.E.2d at 135. In the present lawsuit, Dawson concedes, as he must, that all the challenged statements in Counts I-V are conditionally privileged. See Pl.’s Mem. at 19, 46. He contends, however, that defendants have forfeited their privilege by abusing it. Abuse of the Privilege Even a privileged communication may be actionable if the publisher abuses its privilege. Barakat v. Matz, 271 Ill.App.3d 662, 208 Ill.Dec. 111, 118, 648 N.E.2d 1033, 1040 (1st Dist.1995). The question of whether a qualified privilege has been abused is a question of fact for the jury to decide. Kuwik, 156 Ill.2d at 27, 188 Ill.Dec. at 770, 619 N.E.2d at 134; Girsberger v. Kresz, 261 Ill.App.3d 398, 415, 198 Ill.Dec. 940, 953, 633 N.E.2d 781, 794 (1st Dist.1994). Dawson maintains that a genuine issue of material fact exists as to whether New York Life abused its privilege. Under familiar summary judgment standards, this Court must not take the abuse of privilege determination out of the hands of the jury unless the evidence in the record so unequivocally demonstrates the absence of abuse that no reasonable jury could return a verdict in favor of Dawson. Before delving into this abuse of privilege analysis, it will be helpful to step back and examine the Illinois Supreme Court’s holdings in Kuwik because that opinion quite clearly altered the landscape of qualified privilege law. See Girsberger, 261 Ill.App.3d at 415, 198 Ill.Dec. at 953, 633 N.E.2d at 794 (“We note that the law of qualified privilege was recently altered by our supreme court in Kuwik.”). Under Illinois law prior to Kuwik, the determination as to whether a qualified privilege existed (a question of law for the Court to decide), included consideration of the following elements (1) the defendant’s good faith in making the challenged statement; (2) the interest or duty to uphold in making the statement; (3) whether the statement was properly limited in its scope to that purpose; (4) whether it was a proper occasion for the statement; and (5) whether the statement was made in a proper manner and to proper parties only. See Kuwik, 156 Ill.2d at 25, 188 Ill.Dec. at 769, 619 N.E.2d at 133; Zeinfeld v. Hayes Freight Lines, Inc., 41 Ill.2d 345, 349, 243 N.E.2d 217 (1968); Mittelman v. Witous, 135 Ill.2d 220, 236-37, 142 Ill.Dec. 232, 552 N.E.2d 973 (1989). In Kuwik, the court abandoned the foregoing approach and adopted that of the Restatement (Second) of Torts. Under the Second Restatement’s approach, “a court looks only to the occasion itself for the communication and determines as a matter of law and general policy whether the occasion created some recognized duty or interest to make the communication so as to make it privileged.” Kuwik, 156 Ill.2d at 27, 188 Ill.Dec. at 770, 619 N.E.2d at 134. The court noted that under this newly adopted approach, factual inquiries that had previously been made by the court as part of the initial privilege determination—most notably, whether the speaker acted in good faith in making the defamatory statement— are now placed “into the hands of the jury to be determined as questions of fact” as part of the abuse of privilege determination. Id. It is significant to observe for present purposes that as a result of its newly adopted approach, the Kuwik court recognized that the jury’s abuse of privilege inquiry must be broadened. As the court explained: In Mittelman [v. Witous, 135 Ill.2d 220, 142 Ill.Dec. 232, 552 N.E.2d 973 (1989) ], this court held that actual malice must be proven by a minimum standard of recklessness once the qualified privilege has been established by the defendant. This inquiry was limited, however, to whether a defendant knew the matter was false or had a high degree of knowledge that the matter was false. Because we now omit several factual inquiries from the former test for the qualified privilege and place them in the hands of the jury, we must expand the definition of abuse of a qualified privilege. We now hold that to prove an abuse of the qualified privilege, the plaintiff must show a direct intention to injure another, or ... a reckless disregard of the defamed party’s rights and of the consequences that may result to him. Thus, an abuse of a qualified privilege may consist of any reckless act which shows a disregard for the defamed party’s rights, including the failure to properly investigate the truth of the matter, limit the scope of the material, or send the material only to the proper parties. Kuunk, 156 Ill.2d at 80, 188 Ill.Dec. at 771-72, 619 N.E.2d at 135-36. In light of the foregoing language, it is clear that Kuwik expanded the range of conduct that can defeat a qualified privilege: “we must expand the definition of abuse of a qualified privilege.” As an Illinois appellate court recently observed, “Kuwik would make it easier for a jury to consider whether defendant’s publication was reckless, lacked good faith or lacked justification.” Girsberger, 261 Ill.App.3d at 415, 633 N.E.2d at 795. The inquiry is broadened beyond Mittelman’s examination of “whether a defendant knew the matter was false or had a high degree of knowledge that the matter was false,” and now includes any “reckless act which shows a disregard for the defamed party’s rights.” New York Life cites Harrel v. Dillards Dep’t Stores, Inc., 268 Ill.App.3d 537, 205 Ill.Dec. 892, 644 N.E.2d 448 (4th Dist. 1994), appeal denied, 162 Ill.2d 567, 209 Ill.Dec. 801, 652 N.E.2d 341 (1995), for the proposition that Kuwik did not change the standard enunciated in Mittelman. Indeed, not only does Harrel reiterate the Mittelman standard, but it turns Kuwik on its head and reads Kuwik as increasing the showing required of the plaintiff: Kuwik increased the burden of proof previously described in Mittelman____ A careful reading of Kuunk indicates that “actual malice” still applies, since the supreme court stated it was expanding the definition of abuse of a qualified privilege from the minimum standard of recklessness established in Mittelman. Thus, in order to prove that there has been an abuse of a qualified privilege, some degree of evil intent, ill will, or spite by the detain-er toward the defamee must be shown. Harrel, 644 N.E.2d at 452. We respectfully disagree. Instead, we concur with the Girsberger court’s construction of Kuwik as “broadening] the definition of abuse of a qualified privilege.” 261 Ill.App.3d at 415, 633 N.E.2d at 794. Thus, this Court will not require a finding of “evil intent, ill will, or spite by the defamer toward the defamee” in order to find that a qualified privilege has been abused, as New York Life suggests. Instead, we will follow Kuwik’s instruction that: “an abuse of a qualified privilege may consist of any reckless act which shows a disregard for the defamed party’s rights.” Counts TV and V: Managers’ Meeting and Training Videotape Remarks With these standards in mind, we now consider if a genuine issue of material fact exists as to whether New York Life abused its qualified privileges in making its statements at the 1993 Managers’ Meeting and compliance training videotape. This whole issue really boils down to whether a jury could reasonably find that New York Life recklessly failed to conduct a proper investigation into whether Dawson had knowledge of, condoned, or participated in, fraud or forgery before making statements attributing such knowledge or participation to him. New York Life repeatedly emphasizes that the challenged statements were based upon knowledge of certain evidence presented at the lengthy Hernandez trial,, and that Taxerman, Bryant (the local Hernandez trial counsel), and Morrison (New York Life’s representative at the trial) were all consulted as to the accuracy of the challenged statements. However, in light of the following considerations, we believe that a jury could reasonably find this to be a recklessly insufficient investigation into whether Dawson had the knowledge attributed to him. In the first place, a jury could reasonably find that the evidence presented at the Hernandez trial was insufficient to justify attributing knowledge of, or participation in, fraud and forgery to Dawson. Although Oscar Herrera readily attributed knowledge of and/or participation in several of his frauds to Dale Gillum, his testimony was silent as to whether Dawson had any knowledge of the Hernandez fraud—or any other of Herrera’s admitted frauds. There is no evidence in the record that New York Life’s counsel ever questioned Herrera as to whether Dawson had knowledge of his frauds and forgeries. Indeed, it is undisputed in the present action that “Oscar Herrera did not directly testify that Dawson knew of or participated in the Hernandez fraud, the Cruz forgery, windowing or any other fraud or forgery Herrera committed.” Defs.’ Resp. Add’l Facts ¶ 56. And, Morrison’s trial notes from a day on which Herrera was testifying state: “No one else except Gillum knew of the fraud re Herring, Lopez, Cruz, Clark, etc." Pl.’s Appendix at T529. While we discuss other evidence from the Hernandez trial relating to Dawson’s knowledge of or participation in fraud and forgery in the next section of this opinion (wherein we conclude that a jury could conclude that the challenged statements were not a fair report of the Hernandez proceedings), our point here is that the mere fact that there was a lengthy trial in the Hernandez case says very little about New York Life’s investigation into the truth or falsity of its statements regarding Dawson—particularly where there is some suggestion in the trial testimony that Dawson did not know about the major frauds discussed in that trial. While New York Life endeavors to point to a mass of trial evidence implicating Dawson’s knowledge and participation in fraud, a jury could reasonably find that that evidence is at best suggestive, and that New York Life was reckless not to conduct a more probing and independent inquiry before attributing knowledge and/or participation in fraud and forgery to Dawson based on that evidence. New York Life also argues that as a matter of law Kane, Gammill, and Paul, cannot be found to have acted recklessly because they relied on input from Taxerman, Bryant, Morrison, and others in making their remarks. New York Life contends that as a matter of law it cannot be reckless for a corporate officer to rely on the reports and conclusions of the company’s lawyers in making statements about a lawsuit. We do not agree that the issue can always be decided in such a broad stroke. The question of wheth