822 F.Supp. 36 (D.Mass. 1993), Civ. A. 92-30223, Vartanian v. Monsanto Co.

Docket Nº:Civ. A. 92-30223
Citation:822 F.Supp. 36
Party Name:Vartanian v. Monsanto Co.
Case Date:May 24, 1993
Court:United States District Courts, 1st Circuit, District of Massachusetts

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822 F.Supp. 36 (D.Mass. 1993)

Leo VARTANIAN, Plaintiff,


The MONSANTO COMPANY, et al., Defendants.

Civ. A. No. 92-30223-F.

United States District Court, D. Massachusetts.

May 24, 1993

John C. Sikorski, John W. Lake, Robinson, Donovan, Madden & Barry, Springfield, MA, for plaintiff.

Francis D. Dibble, Jr., Bulkley, Richardson & Gelinas, Springfield, MA, Richard J. Pautler, Richard P. Sher, St. Louis, MO, for defendants.

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PONSOR, United States Magistrate Judge.


Does an employee who elects to take a lump sum distribution of his retirement benefits, and who receives all of the benefits that he is entitled to at the time of distribution, have standing to sue under the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1001 et seq., when a more favorable retirement plan is adopted by his employer some time later?

Plaintiff, Leo Vartanian ("plaintiff or "Vartanian") has filed this four-count complaint against his former employer, defendant Monsanto Company ("defendant" or "Monsanto") asserting such a claim. Counts I and II allege that the defendant breached its fiduciary duty in violation of 29 U.S.C. § 1104(a) by failing to disclose its intention to create a new, more generous retirement package--or at least misrepresenting the fact that the company was giving "serious consideration" to this plan. Plaintiff claims that as a result of his reliance on defendant's misleading statements, he missed the opportunity to retire under the more advantageous provisions of the new plan which went into effect shortly after his retirement. Count III of plaintiff's complaint alleges unlawful discrimination in violation of 29 U.S.C. § 1140 and Count IV asserts a claim for common law misrepresentation.

Defendants have filed a motion to dismiss arguing, first, that because plaintiff received a lump sum payment of his benefits he lacks standing to assert claims under ERISA and, second, that ERISA preempts plaintiff's common law claim of misrepresentation. Because the undisputed facts and the case law conclusively support defendants' position, the court must allow defendants' motion to dismiss in its entirety.


Plaintiff was employed by the defendant for thirty-seven years, from 1954 until 1991. At the time of his retirement, plaintiff was employed at the Springfield, Massachusetts division of Monsanto. Throughout his tenure he was a participant in the Monsanto Company Salaried Employees Pension Plan (the "1986 Plan"), an employee benefits plan as defined by ERISA. Plaintiff's Complaint at pp 4-6. Under the terms of the 1986 Plan, Monsanto employees could choose to receive their entire benefit in a lump sum upon retirement.

As required under the terms of the plan, in March of 1990, one year prior to his retirement date, plaintiff submitted his request for a lump sum payment to be paid upon his retirement on May 1, 1991. Complaint at ¶ 16.

In early February, 1991, plaintiff heard rumors that Monsanto was planning to offer an incentive early retirement package in the near future. Id at ¶ 17. In February and March of 1991 Vartanian approached his supervisor, asking whether the company might offer an early retirement program which would have more advantageous terms for retirement. Plaintiff's supervisor responded that he could not confirm any rumors and that at that time there were no plans regarding a more generous early retirement plan. Id. at pp 19-20. In April of the same year plaintiff approached two of his supervisors, one of whom had direct access to this sort of information, inquiring into the company's stance on an incentive early retirement program; he was again told that Monsanto had no such plans. Id. at ¶ 21. As a result, plaintiff retired as of May 1, 1991 and took a lump sum distribution of approximately $509,000.

On June 28, 1991, Monsanto amended the 1986 Plan and adopted a special early retirement program (the "1991 Plan"). Under the 1991 Plan, eligible employees could receive both a lump sum payment and enhanced benefits.

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In his complaint plaintiff alleges that the company violated its fiduciary duty by failing to inform him that it was giving "serious consideration" to this new early retirement plan. He states that the defendant was obligated not to make misrepresentations regarding the status of the new plan and should have advised the plaintiff that the company was considering implementing a future retirement incentive offer. Id. at ¶ 33. Plaintiff claims that he is entitled to roughly $200,000, the amount of added benefits he would have received had he delayed his retirement a few months until the effective date of the 1991 Plan.


A. Motion to Dismiss.

For the purposes of the defendant's motion to dismiss, the complaint must be viewed in the light most favorable to the plaintiff and all allegations must be taken as true. Pujol v. Shearson/American Express, Inc., 829 F.2d 1201, 1202 (1st Cir. 1987); United States v. Borden, Inc., 572 F.Supp. 684 (D.Massachusetts1983) (citing Jenkins v. McKeithen, 395 U.S. 411, 421-22, 89 S.Ct. 1843, 1848, 23 L.Ed.2d 404 (1969)). The issue is not whether the plaintiff will ultimately prevail. Rather the appropriate inquiry is whether the plaintiff is entitled to offer evidence in support of his claims. Scheur v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 1686, 40 L.Ed.2d 90 (1974).

Upon a motion to dismiss under Fed.R.Civ.P. 12(b) (6), the court is required to look only to the allegations of the complaint, and "if under any theory they are sufficient to state a cause of action in accordance with the law, a motion to dismiss the complaint must be denied." Knight v. Mills, 836 F.2d 659, 664 (1st Cir. 1987) (citing Melo-Tone Vending Inc. v. United States, 666 F.2d 687, 688 (1st Cir. 1981)); accord Cuddy v. Boston, 765 F.Supp. 775, 776 (D.Massachusetts1991). With this standard in mind, the court now turns to the substance of defendant's motion to dismiss.

B. Standing to Sue under ERISA.

Defendant maintains that because plaintiff received a lump sum distribution of all the pension benefits to which he was entitled as of the date of his retirement, he is not a "participant" within the meaning of ERISA and therefore lacks standing to assert an ERISA violation. In opposition, plaintiff claims that he does have standing to assert an ERISA claim because "but for" defendant's misrepresentations plaintiff would have been a participant in the plan.

In enacting ERISA, Congress intended to provide those...

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