Clough v. Voyager Group, Inc.
| Decision Date | 23 March 1998 |
| Docket Number | No. 97-2291,97-2291 |
| Citation | 139 F.3d 1177 |
| Parties | George J. CLOUGH, Jr., Plaintiff-Appellant, v. VOYAGER GROUP, INC., a Corporation; Transport Life Insurance Company, a Corporation; Primerica Life Insurance Company, formerly known as Massachusetts Indemnity and Life Insurance Company; Travelers Group, Inc., Defendants-Appellees. |
| Court | U.S. Court of Appeals — Eighth Circuit |
Joshua M. Schindler, Clayton, MO, argued (Merle L. Silverstein, Clayton, MO, on the brief), for Plaintiff-Appellant.
Keith A. Rabenberg, St. Louis, MO, argued (Glenn E. Davis, St. Louis, MO, on the brief), for Defendants-Appellees.
Before LOKEN and MURPHY, Circuit Judges, and ALSOP, District Judge. 1
George Clough was an executive in an insurance business which underwent several changes over the years due to corporate reorganization and relocation, and he ultimately had responsibility for downsizing and phasing out the St. Louis operation of the business. He sued appellee companies under the Employee Retirement Income Security Act, 29 U.S.C. § 1001, et seq. (ERISA), after they denied his claim for severance benefits. After a trial to the court, 2 judgment was entered in favor of the companies. He appeals from the judgment, and we affirm.
Clough began working for Penn Life Insurance Company (Penn) in 1972 as an executive vice president in its St. Louis division. Penn was a subsidiary of American Can Company (American). Over time the corporate structure changed as Penn merged with Massachusetts Indemnity and Life Insurance Company and then with several other American subsidiaries in an umbrella holding company called PennCorp Group Management. Clough became the chief operating officer of PennCorp and handled the company's credit insurance business, its training programs, oversight of the finance and credit departments, marketing and administration for a car rental insurance division, and all daily operations of some three hundred employees in St. Louis.
In 1987 American began transferring most of the functions of the St. Louis office to another subsidiary, Voyager Group, Inc. (Voyager), in Jacksonville, Florida. 3 In order to encourage the managers and officers in the St. Louis office to remain during the transition, PennCorp established in 1987 a severance award program and "stay bonus" plan that would become payable when a recipient's position was eliminated. The parties stipulated that Clough was eligible for the PennCorp severance plan at the time it was initiated. At the beginning of 1988, however, Clough entered into a new two year employment contract with Voyager that included an entitlement to all the benefits the company provided but did not mention any predecessor company. In June 1990 he entered into a second employment contract with Voyager for a five year term. Neither contract mentioned the 1987 severance plan, and neither Clough nor Voyager's agent, Gary Pridgen, brought up the plan during their negotiations.
Under Clough's second employment contract his responsibilities and salary gradually decreased as his numerous duties began to be shifted to Jim Moore in Ft. Worth, Texas and to other Voyager employees elsewhere. Near the end of the five year contract term, all of Clough's duties had been shifted to other employees and he came to the office only two days a week and had no actual responsibilities. This contract terminated on May 31, 1995 and was not renewed. On August 8, 1995, Clough sent a letter to Transport Life Insurance Company, which had meanwhile taken up Voyager's business, requesting severance benefits under the 1987 plan. Transport replied with a denial letter stating that his employment contracts had been intended to supersede the earlier severance plan.
Clough then brought this suit against all the companies in his employment line. The parties presented a stipulation to the district court which also heard additional evidence before it determined that Clough was not entitled to severance benefits under the 1987 plan. The court found that Clough never became eligible for those benefits because his job was never eliminated and his employment contracts with Voyager were intended to supersede his eligibility for the plan. Clough was the only PennCorp carryover employee who received such contracts, and they did not refer to the severance plan. Moreover, during his seven years of continued employment Clough never asserted that he was entitled to payments under the plan nor did he request certification from the company that he was. Both contracts also had integration clauses stating that they expressed the full agreement of the parties as to their rights and obligations.
The district court's factual findings in this ERISA case are reviewed for clear error and its legal conclusions are reviewed de novo. Donatelli v. Home Insurance Co., 992 F.2d 763, 765 (8th Cir.1993). Although Clough was covered by the severance plan at the time of its creation as agreed in the parties' stipulation,...
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