567 F.3d 988 (8th Cir. 2009), 08-2363, Pendleton v. QuikTrip Corp.

Docket Nº:08-2363, 08-2434.
Citation:567 F.3d 988
Opinion Judge:MURPHY, Circuit Judge.
Party Name:Brian PENDLETON, Plaintiff-Appellant/Cross-Appellee, v. QUIKTRIP CORPORATION, Defendant-Appellee/Cross-Appellant.
Attorney:Francis E. Pennington, III, argued, Francis Pennington, III and Laura A. Shea, on the brief, St. Louis, MO, for appellant. Richard Joseph Pautler and Jason S. Lifschultz, on the brief, St. Louis, MO, for appellee.
Judge Panel:Before MURPHY, HANSEN, and BYE, Circuit Judges.
Case Date:June 08, 2009
Court:United States Courts of Appeals, Court of Appeals for the Eighth Circuit
 
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Page 988

567 F.3d 988 (8th Cir. 2009)

Brian PENDLETON, Plaintiff-Appellant/Cross-Appellee,

v.

QUIKTRIP CORPORATION, Defendant-Appellee/Cross-Appellant.

Nos. 08-2363, 08-2434.

United States Court of Appeals, Eighth Circuit.

June 8, 2009

Submitted: April 13, 2009.

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Francis E. Pennington, III, argued, Francis Pennington, III and

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Laura A. Shea, on the brief, St. Louis, MO, for appellant.

Richard Joseph Pautler and Jason S. Lifschultz, on the brief, St. Louis, MO, for appellee.

Before MURPHY, HANSEN, and BYE, Circuit Judges.

MURPHY, Circuit Judge.

Brian Pendleton brought this action against QuikTrip pursuant to the Employee Retirement Income Security Act of 1974 (ERISA), alleging that QuikTrip had terminated his employment to prevent him from receiving benefits under the company's severance and stock plans. QuikTrip moved for summary judgment, and the district court granted the motion after concluding that Pendleton was not entitled to any benefits under the plans. The district court also denied QuikTrip's motion for attorney fees. Both parties appeal. We affirm.

Brian Pendleton worked at QuikTrip from 1989 until his termination in 2004. He held several positions with the company, including his last post as a director of real estate. In June 2004, Pendleton told his direct supervisor, Jeff Thoene, that he intended to leave QuikTrip to pursue a career in private real estate development. Thoene informed his boss, James Marchesano, about Pendleton's plan to leave. Marchesano then called Pendleton and asked him to reconsider. Although Pendleton indicated that he did not want to stay at QuikTrip permanently, he agreed to postpone his departure to assist with his replacement's transition. Pendleton recommended to Thoene that the new real estate director be someone with a background in real estate and store development, rather than an insider who lacked such experience.

On July 23, 2004, Pendleton learned that his replacement would be Rodney Loyd, a QuikTrip employee from the operations group at corporate headquarters. That same day Pendleton held a meeting with his staff regarding the transition. After announcing at the meeting that Loyd would succeed him, Pendleton then made disparaging comments about Loyd and the company's management. According to a staff member who was present, Pendleton said that the selection of Loyd demonstrated that QuikTrip " promote[s] operations people into positions where they don't know what they're doing." Pendleton also accused management of developing inbreeds and referred to Loyd as a " twinkie bar" whose " only real estate experience was probably buying a house, but not doing a sophisticated, complicated deal."

Thoene and Marchesano quickly learned of Pendleton's remarks at the staff meeting. Thoene recommended to Marchesano that Pendleton be terminated immediately " because he was just going to undermine [Loyd's] ability to be able to lead this group going forward." QuikTrip's president, Chet Cadieux, authorized Marchesano to fire Pendleton if the comments were actually attributable to him. Thoene and Marchesano met with Pendleton, who did not deny making the statements, offer any excuses for his behavior, or apologize for his actions.

As a result Thoene and Marchesano gave Pendleton a written dismissal notice which stated that his termination was for " gross misconduct" and " insubordination." Marchesano also told Pendleton that his termination was " for cause." Pendleton later testified that he was not aware of any facts suggesting that Marchesano and Thoene acted in bad faith in their decision to terminate him. Pendleton contends that Thoene and Marchesano's stated reasons for his termination were pretextual and that he was actually fired so that QuikTrip could avoid paying him benefits

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under the company's severance and stock plans.

QuikTrip maintained an ERISA governed severance plan at the time that Pendleton was terminated. The plan had undergone substantial revisions. The original plan stated that " [s]everance pay based on tenure with QuikTrip will be provided when a full-time employee terminates employment for any reason with the exception of gross misconduct." A revised plan was in place at the time of Pendleton's termination, however, which narrowed the availability of severance pay. The policy section of the revised plan states that its primary purpose is to " accommodate position eliminations/lay-offs." The policy section also provides that " [s]everance pay based on tenure with QuikTrip may ... be provided to full time employees who are physically unable to perform their job duties, meet the Rule of 75, or upon death," 1 but states that employees terminated for cause are ineligible for severance. The procedure section of the plan states that severance packages for...

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