110 F.3d 898 (2nd Cir. 1997), 1710, Lightfoot v. Union Carbide Corp.

Docket Nº:1710, 1881, Dockets 95-9206(L), 95-9258(XAP).
Citation:110 F.3d 898
Party Name:Richard Hall LIGHTFOOT, Plaintiff-Appellant-Cross-Appellee, v. UNION CARBIDE CORP., A.W. Lutz, President, Industrial Chemicals Division, W.E. Shackelford, Vice President, Industrial Chemicals Division, Defendants-Appellees- Cross-Appellants.
Case Date:March 27, 1997
Court:United States Courts of Appeals, Court of Appeals for the Second Circuit

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110 F.3d 898 (2nd Cir. 1997)

Richard Hall LIGHTFOOT, Plaintiff-Appellant-Cross-Appellee,


UNION CARBIDE CORP., A.W. Lutz, President, Industrial

Chemicals Division, W.E. Shackelford, Vice

President, Industrial Chemicals




Nos. 1710, 1881, Dockets 95-9206(L), 95-9258(XAP).

United States Court of Appeals, Second Circuit

March 27, 1997

Argued June 16, 1997.

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Arthur M. Wisehart, New York City (Wisehart & Koch, New York City, of counsel) for Plaintiff-Appellant-Cross-Appellee.

Joel E. Cohen, New York City (Julie Y. Chen, Nancy I. Solomon, McDermott, Will & Emery, New York City, of counsel) for Defendants-Appellees-Cross-Appellants.

Before: KEARSE and McLAUGHLIN, Circuit Judges. [*]

McLAUGHLIN, Circuit Judge:

Plaintiff appeals from an order entered May 12, 1994 in the United States District Court for the Southern District of New York (Patterson, J.) granting summary judgment to defendants, dismissing all but one of plaintiff's claims. Defendants cross-appeal, attacking the verdict as against the weight of the evidence and the entire trial as fundamentally unfair.


Plaintiff Richard Lightfoot was hired by defendant Union Carbide in 1959 as a chemical engineer in Carbide's Charleston, West Virginia facility. Over the following thirty-three years Lightfoot advanced fairly steadily in the company, taking on increasingly challenging job responsibilities with corresponding increases in his salary. In 1968 Lightfoot was transferred to Carbide's New York office, where he assumed a product-management position. In 1973 he was promoted to Marketing Manager, and six years later he became Business Manager in Carbide's Glycol Ethers group, within the Industrial Chemicals Division ("ICD"). Lightfoot was eventually asked to manage the Ethylene Amines group, which was also part of the ICD, and his salary grade was subsequently raised from Grade 16 to Grade 17. Defendant W.E. Shackelford, Vice-President of the ICD, promoted Lightfoot to Business Director of the Ethylene Amines group in 1988, but Lightfoot remained at salary Grade 17 even after the promotion.

According to defendants, Shackelford and Glen Kraft, another ICD vice-president, became dissatisfied with Lightfoot's work soon after his promotion to Business Director. Shackelford made annual performance appraisals of Lightfoot between 1987 and 1990 that were generally positive, but also discussed areas in which Lightfoot could improve. The 1988 review, for instance, noted several areas where Lightfoot's group was behind schedule; and in the 1989 review Shackelford wrote that "[Lightfoot] needs improvement in the area of conceptualizing, communicating and causing to happen his ideas as to where the business should go ... [;] he also has real opportunity to improve in the area of interpersonal skills."

In May 1990 Lightfoot was assigned to the position of Manager of Special Projects for the Ethylene Oxide Derivatives Department ("EOD") within ICD. Five months later he was reassigned as Marketing Manager for the Surfactants group within EOD. Throughout this period Lightfoot's salary was mired at Grade 17.

In the early 1990s, Carbide purchased a subsidiary chemical business from Rohm and Haas Chemical Company. In connection with that purchase, Carbide hired several Rohm and Haas employees who were familiar with the products and customers of this new business. Shackelford testified that the ICD's focus subsequently diverted from development of new products to maximizing the potential of the newly acquired product line. According to defendants, this shift in priorities necessitated a corresponding reduction of marketing staff. In a meeting (the "forced-ranking" meeting) with Harry Short, a business director, Robert Cellura, National Sales Manager of the EOD, and Robert Kisker, Business Director of Amines, Shackelford asked all the participants to rate the twelve marketing employees in Lightfoot's business group on a scale of one to five in several performance categories. They then ranked the employees according to their total scores.

Lightfoot and another marketing employee, Michael Goebel, received the lowest overall

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scores. Defendants testified that Lightfoot's poor ranking was principally due to his low scores for "reassignment potential," reflecting Shackelford's previous, unsuccessful attempts to place Lightfoot in various positions outside his group.

On April 27, 1992, Lightfoot was notified that he would be terminated as part of a reduction-in-force program. As severance, he received his full pay and benefits until February 1993. At the time of the forced-ranking meeting, Lightfoot was fifty-six years old. Goebel, who was not terminated, was thirty-nine. Defendants testified that Goebel was retained despite his equally low score because his supervisor, Kisker, specifically lobbied on his behalf.

Lightfoot filed a discrimination charge with the EEOC on May 14, 1992, and in August 1992 he filed suit in the United States District Court for the Southern District of New York against Carbide, Shackelford and A.W. Lutz, President of the ICD. Lightfoot's complaint asserted claims for age discrimination in violation of the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621 et seq., the New York State Human Rights Law ("NYSHRL"), N.Y.Exec.Law § 290 et seq., and the New York City Human Rights Law ("NYCHRL"), N.Y.C.Admin.Code § 8-502 (1991). Lightfoot also included a claim of discriminatory termination in violation of the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq. ("ERISA"), and state-law claims for breach of an implied contract of permanent employment, recovery in quantum meruit or unjust enrichment of Carbide through products invented by Lightfoot during his employment by Carbide, and a claim of tortious interference with contract against Shackelford individually.

In a letter dated December 3, 1992, while this suit was pending, Shackelford informed Lightfoot that another Market Manager had resigned, and he offered Lightfoot "resumption of the Market Manager position [he] held prior to its elimination," on the same terms and conditions as existed at the time of his termination and with no loss of service credit. Lightfoot never responded to the letter, and in February 1993 he accepted a position with CRI, Inc., a consulting firm in the chemical industry.

In July 1993 defendants sought summary judgment dismissing Lightfoot's complaint; Lightfoot filed a cross-motion for partial summary judgment on his claims of age discrimination, quantum meruit and unjust enrichment. In an Order and Opinion dated May 12, 1994, Judge Robert P. Patterson Jr. denied Lightfoot's cross-motion and granted defendants partial summary judgment as to all but the ADEA and NYSHRL claims of age discrimination. The court also held that Lightfoot's rejection of Carbide's December 1992 offer of reinstatement barred Lightfoot from recovering back pay or front pay should he prevail in his age discrimination claims. Lightfoot moved for reargument of the summary judgment motions and later asked the court to vacate and amend its order of May 12; the court denied both motions.

In February 1995 the case was reassigned to Judge Harold Baer. In a Memorandum Order dated May 31, 1995, Judge Baer ruled that evidence of Lightfoot's participation in the invention of products for Carbide would not be admissible because the quantum meruit and unjust-enrichment claims had already been dismissed. In an oral ruling (never memorialized in writing) before counsel's opening statements at trial, the court further held that Lightfoot's claims for damages arising from Carbide's failure to increase his salary grade in 1988 were time barred because Lightfoot failed to file a claim with the EEOC within 300 days of the alleged discriminatory act. Having determined that Lightfoot was no longer eligible for any remedy available under the ADEA, the court concluded that the ADEA claim must also be dismissed and that plaintiff's "sole remaining claim[ was one for] compensatory damages under the New York State Executive Law."

Lightfoot's remaining state-law claim was tried before a jury in June 1995. The court reminded the jury that the only claim before it was the state-law claim and that the only remedy available to Lightfoot was an award of compensatory damages for mental anguish or humiliation suffered as a result of Carbide's discriminatory acts. On June 29, 1995,

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the jury returned a $750,000 verdict for the plaintiff.

The court entered judgment in favor of Lightfoot on July 26, 1995, and on August 5 Lightfoot moved for attorney's fees, expenses, and post-judgment interest pursuant to Rule 54(d)(2) of the Federal Rules of Civil Procedure and § 626(b) of the ADEA. On August 7 defendants filed a motion for either a complete new trial, a new trial on the issue of damages only, or a remittitur of the damage award. In an Order and Opinion dated October 24, 1995, the district court denied plaintiff's motion for fees and expenses but granted his request for post-judgment interest. The court also denied defendants' motion for a new trial but reduced the damage award to $75,000.

Lightfoot subsequently filed a motion seeking disqualification of Judge Baer on grounds of bias and vacatur of the order of October 24 reducing the jury's damage award. The court denied both motions. This appeal followed.

Lightfoot now claims on appeal that the district court erred in dismissing his claims (1) for back and front pay; (2) for Carbide's failure to pay him adequate compensation when he was promoted several years before his termination; and (3) for unjust enrichment arising from...

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