418 F.3d 788 (7th Cir. 2005), 04-2310, Isbell v. Allstate Ins. Co.

Docket Nº:04-2310, 04-2365.
Citation:418 F.3d 788
Party Name:Doris ISBELL and James Schneider, Plaintiffs-Appellants, v. ALLSTATE INSURANCE COMPANY, Defendant-Appellee.
Case Date:August 15, 2005
Court:United States Courts of Appeals, Court of Appeals for the Seventh Circuit

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418 F.3d 788 (7th Cir. 2005)

Doris ISBELL and James Schneider, Plaintiffs-Appellants,



Nos. 04-2310, 04-2365.

United States Court of Appeals, Seventh Circuit.

August 15, 2005

Argued Jan. 19, 2005.

Appeals from the United States District Court for the Southern District of Illinois. Nos. 01 C 252 & 01 C 655—David R. Herndon, Judge.

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Laura B. Allen (argued), Mead & Allen, Kanab, UT, for Plaintiff-Appellant.

Richard C. Godfrey (argued), Sallie G. Smylie, John E. Tangren, Benjamin D. Stanley, Kirkland & Ellis, Chicago, IL, for Defendant-Appellee.

Before CUDAHY, MANION, and EVANS, Circuit Judges.

MANION, Circuit Judge.

Doris Isbell and James Schneider are former employees of Allstate Insurance Company ("Allstate" or, the "Company"). After Allstate reorganized its workforce and abolished their positions with the company, the two sued Allstate in the United States District Court for the Southern District of Illinois. The suit alleged (among other things) claims of discrimination and retaliatory discharge. The district court granted summary judgment in favor of Allstate with respect to all of these claims, and in favor of Schneider with respect to Allstate's assertion of damages for its claim of breach of a contract by Schneider. We affirm the district court's summary judgment in favor of Allstate on Isbell's claims. We also hold, however, that Schneider did not breach his contract with Allstate and thus reverse the district court's grant of summary judgment in favor of Allstate on that claim.


In November 1999, Allstate announced a company-wide plan to change the nature of its business relationship with a significant

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number of the people who sold insurance for it. The basic idea was that Allstate would no longer sell insurance through employees, known here as "employee agents," but would do so instead through a network of exclusive independent contractors.1 To accomplish this conversion, the company decided to terminate, effective June 30, 2000, all of its approximately 6,400 employee agents—regardless of age, productivity, or performance.

Allstate did not, necessarily, seek to completely end its relationship with the terminated employee agents. Allstate offered each of the 6,400 employee agents, including Isbell and Schneider, four options. The first two of these options allowed an employee to enter into an independent contractor relationship with Allstate. Both options would grant the new contractors the opportunity to have an economic interest in the book of business they wrote for the company as well as certain other benefits, including a $5,000 bonus and the forgiveness of certain office expense advancements. The first option ("Option One) envisioned a long-term relationship with the new contractor and the Company, while the second option ("Option Two") foresaw a transitory relationship between the contractor and the Company—the expectation was that the new contractor would sell his or her book of business to an approved buyer (presumably another Allstate contractor) and then leave the Company. The third option ("Option Three") was that the employee could terminate its relationship with Allstate and receive a year's pay as severance. The fourth option ("Option Four") also included an immediate end to the parties' business relationship and a simple severance pay-out for up to thirteen weeks' salary.

The first three options offered by Allstate required the terminated employee to sign a release (the "Release") that purported to waive any claim that an employee might have against Allstate under the Age Discrimination in Employment Act of 1967, 29 U.S.C. §§ 621 et seq. (the "ADEA"), Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e ("Title VII"), the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., (the "ADA"), and the Employment Retirement Income Security Act of 1974, 29 U.S.C. §§ 1140 et seq. ("ERISA"). The Fourth Option did not require the terminated employee to sign the Release. Thus, the key difference between Options Three and Four was that in order to receive a year's severance pay an employee had to sign the Release. If an employee refused to sign the Release he was entitled to the much briefer period of severance but retained the right to bring suit against Allstate for any claims he might have under the aforementioned statutes.

Allstate gave each affected employee (including Isbell and Schneider) a copy of the Release and information explaining the implications

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of signing (and not signing) the Release. Allstate also encouraged each employee to consult an attorney before signing the Release.

Isbell and Schneider were both informed of the termination decision in an employee meeting held by Allstate in Collinsville, Illinois sometime in November or December 1999 (the record is not clear as to precisely when, but there is no doubt that the two knew of their pending termination no later than December 1999). In the meeting, employees were told they would be fired in approximately six months and the four options set forth above were explained. Isbell and Schneider have both admitted that they knew that their particular terminations were part of this program, that they were not singled out for termination, and that they would be terminated from their current positions regardless of whether they signed the Release.

Schneider signed the Release and chose Option Two after meeting with an attorney who actually recommended that Schneider not sign the release. By taking Option Two, Schneider was given an economic interest in his book of business which he subsequently sold to another Allstate contractor for $120,000. Schneider also was given the $5,000 bonus and was forgiven a $1,000 debt with the company. Schneider admits that Allstate complied with its end of the bargain in all respects. Nevertheless, on December 14, 2000, Schneider filed an EEOC charge alleging age discrimination and retaliation.

Isbell did not sign the Release. At first, she was inclined to remain with the company as an independent contractor but did not want to have to do so at the cost of signing the Release. Because this was not possible she chose to leave the Company. Allstate paid her the severance she was entitled to under Option Four. Before she left, however, in May 2000, she filed a claim of age discrimination and retaliation with the EEOC.

Isbell and Schneider ultimately filed the present suit. Both made claims of retaliation in violation of the ADEA, Title VII, the ADA, and ERISA, discrimination in violation of the ADEA, and unlawful termination to prevent the use of pension benefits—an ERISA claim. Isbell also raised a claim of retaliation in violation of state law. Allstate filed a counterclaim against Schneider (but not Isbell) for breach of contract (the Release) and unjust enrichment. The district court consolidated the cases and the parties conducted discovery.

On February 19, 2002, Isbell moved for partial summary judgment on her claims of retaliation. Allstate filed a cross-motion for summary judgment in its favor. The district court ultimately denied Isbell's motion and granted Allstate's.

At the conclusion of discovery Allstate moved for summary judgment on the remainder of Isbell's claims, all of Schneider's claims, and its counterclaim against Schneider. On November 25, 2003, the district court granted Allstate's motion as to Schneider's breach of the Release. The district court ultimately ruled in favor of Schneider with respect to damages, finding that, although Schneider had breached his contract with Allstate, Allstate had shown no damages from the breach.

After the district court entered a final judgment, Isbell filed this appeal from the district court's entry of judgment on her retaliation, discrimination, and ERISA claims while Allstate has appealed the district court's denial of damages in its counterclaim against Schneider. Schneider has not appealed the decision denying his claims and he is a party to this appeal only as a cross-appellee in Allstate's appeal.

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As we have just noted, Isbell and Allstate each appeal adverse rulings by the district court. We discuss each in turn.

A. Isbell's Appeal

Isbell appeals the district court's decisions to grant summary judgment in favor of Allstate on her claims of retaliation, discrimination, and violation of § 510 of ERISA. We review a district court's grant of summary judgment de novo. Jordan v. City of Gary, Ind., 396 F.3d 825, 831 (7th Cir. 2005). "[S]ummary judgment is only appropriate where ' the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.' " Id. (quoting Fed.R.Civ.P.56(c)).

1. Isbell's retaliation claim.

As with other employment-related claims (discrimination for instance), a plaintiff may proceed with a claim of retaliation pursuant to either the direct or indirect method. Luckie v. Ameritech Corp., 389 F.3d 708, 714 (7th Cir. 2004). In this case, however, because Isbell has offered no evidence of retaliation under the direct method, we proceed to the indirect method. This method requires Isbell to show: "(1) she engaged in statutorily protected activity; (2) she was performing her job according to [Allstate's] legitimate expectations; (3) despite her satisfactory performance, she suffered an adverse employment action; and (4) she was treated less favorably than similarly situated employees who did not engage in statutorily protected activity." Id.


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