Finley v. Hoechst Celanese Corp.

• Decision Date: 21 August 1991
• Docket Number: No. 90-2423,90-2423
• Citation: 941 F.2d 1206
• Parties: NOTICE: Fourth Circuit I.O.P. 36.6 states that citation of unpublished dispositions is disfavored except for establishing res judicata, estoppel, or the law of the case and requires service of copies of cited unpublished dispositions of the Fourth Circuit. Donnie R. FINLEY, Ralph E. Adams, Minnie R. Aiken, Jacob F. Anthony, Johnny F. Armstrong, Laura T. Armstrong, Larry P. Arnold, John L. Austin, Larry F. Austin, Harold L. Ball, Terry L. Ballard, T.L. Ballew, Shirley H. Barton, Donald E. Batson, Joanne P. Beresh, Luree Blassingame, Libby M. Bracken, Roy E. Brown, Mary C. Bruce, Barbara E. Bruster, Hazel M. Bryant, Rodger L. Burton, Edith E. Butler, Lela M. Butler, Roy S. Cagle, Julia L. Carter, George D. Carter, Jr., Gene C. Casey, Lewis E. Casey, Hazel T. Channell, Harry J. Cline, Dorothy B. Clinkscales, Gene L. Conwell, Marie R. Creamer, Raymond P. Crone, Martha A. Cureton, Emmett B. Dailey, Lois S. Davis, James E. Day, Eliza Dennis, James H. Durham, Juanita Durham, James M. Edens, Faye Elginbates, Mahlon C. Ellison, Eunice A. Evans, Lee J. Farmer, Maryland J. Farmer, Esther L. Ferguson, Heartie M. Ferguson, Jerry Q. Finley, Robert D. Fisher, Jimmy R. Foster, Azalee M. Fredell, Julia M. Gallimore, Virginia Garrett, Personal Representative of the Estate of David M. Garrett, Shirley M. Garrett, James M. Gilliland, Fannie K. Graffinreed, George B. Grant, Herman D. Grant, Wayne D. Grant, William R. Grant, Charles L. Gray, John D. Griffin, Alpha H. Grubbs, Doris M. Hamer, Margaret G. Harmon, Frances Harrison, Michael F. Howard, Barbara M. Hunt, Odell Hunter, John R. Hutchins, Nellie K. Hutchens, Larry E. Hutchins, Lois E. Irby, Melvin C. Irby, Charles G. James, Vivian W. Jenkins, Dorothy G. Johnson, Beattie G. Jones, Ella M. Jones, Cal Jones, Jr., Connie J. Kane-Maguire, Jack A. Kelley, Madge F. Kirby, Eff Knight, Jr., Henry A. Kowaleski, Geraldine Laster, Shirley A. Laster, Roy J. Lesley, Charles Q. Lister, Bobbie P. Lyons, Warren J. Mahaffey, Barbara R. Manley, Donal
• Court: U.S. Court of Appeals — Fourth Circuit

Page 1206

941 F.2d 1206

NOTICE: Fourth Circuit I.O.P. 36.6 states that citation of unpublished dispositions is disfavored except for establishing res judicata, estoppel, or the law of the case and requires service of copies of cited unpublished dispositions of the Fourth Circuit.

Donnie R. FINLEY, Ralph E. Adams, Minnie R. Aiken, Jacob F Anthony, Johnny F. Armstrong, Laura T. Armstrong, Larry P Arnold, John L. Austin, Larry F. Austin, Harold L. Ball Terry L. Ballard, T.L. Ballew, Shirley H. Barton, Donald E Batson, Joanne P. Beresh, Luree Blassingame, Libby M. Bracken, Roy E. Brown, Mary C. Bruce, Barbara E. Bruster, Hazel M. Bryant, Rodger L. Burton, Edith E. Butler, Lela M. Butler, Roy S. Cagle, Julia L. Carter, George D. Carter, Jr., Gene C. Casey, Lewis E. Casey, Hazel T. Channell, Harry J. Cline, Dorothy B. Clinkscales, Gene L. Conwell, Marie R. Creamer, Raymond P. Crone, Martha A. Cureton, Emmett B. Dailey, Lois S. Davis, James E. Day, Eliza Dennis, James H. Durham, Juanita Durham, James M. Edens, Faye Elginbates, Mahlon C. Ellison, Eunice A. Evans, Lee J. Farmer, Maryland J. Farmer, Esther L. Ferguson, Heartie M. Ferguson, Jerry Q. Finley, Robert D. Fisher, Jimmy R. Foster, Azalee M. Fredell, Julia M. Gallimore, Virginia Garrett, Personal Representative of the Estate of David M. Garrett, Shirley M. Garrett, James M. Gilliland, Fannie K. Graffinreed, George B. Grant, Herman D. Grant, Wayne D. Grant, William R. Grant, Charles L. Gray, John D. Griffin, Alpha H. Grubbs, Doris M. Hamer, Margaret G. Harmon, Frances Harrison, Michael F. Howard, Barbara M. Hunt, Odell Hunter, John R. Hutchins, Nellie K. Hutchens, Larry E. Hutchins, Lois E. Irby, Melvin C. Irby, Charles G. James, Vivian W. Jenkins, Dorothy G. Johnson, Beattie G. Jones, Ella M. Jones, Cal Jones, Jr., Connie J. Kane-Maguire, Jack A. Kelley, Madge F. Kirby, Eff Knight, Jr., Henry A. Kowaleski, Geraldine Laster, Shirley A. Laster, Roy J. Lesley, Charles Q. Lister, Bobbie P. Lyons, Warren J. Mahaffey, Barbara R. Manley, Donald E. Mason, Julia E. McGee, Elberta McKelvie, Curtis E. McKenzie, Ann D. McMakin, Vernon L. McMakin, Betty M. Melton, Franklin W. Mitchell, Merle Mitchell, Buddy W. Mull, Carolyn A. Neely, Betty J. Nicholson, Harold Odom, Steven F. Payne, Fred N. Peace, Joseph Phelps, Shelby M. Powell, Janet N. Pritchett, Mary E. Pruitt, Margaret J. Reed, Alphesus W. Rentz, Ruby C. Rice, William E. Riddle, Sylvia D. Roach, Joyce T. Robison, Susie J. Rosemond, Leroy Sanders, Essie S. Simmons, Brenda J. Simpson, James E. Sims, Jurline Sims, Bennie L. Smith, Daisy S. Smith, John T. Smith, Larry K. Smith, John A. Spillers, Roy M. Spurgeon, Margaret E. Starks, Willie L. Stephens, Mary E. Sweeney, William R. Taylor, Edward W. Thompson, Bobby L. Tolbert, Daisy V. Tolbert, Mary A. Turner, Frances G. Ware, Linda D. Ware, Beedie D. Watson, Clarence L. Webb, Sally M. Webb, Mildred B. Weeks, David M. Weisner, Sanford R. Welborn, Robert G. Wheeler, Benjamin L. Williams, James O. Williams, Martha C. Williams, Martha M. Williams, Ricky D. Williams, Patricia B.B. Wilson, Phillip M. Witham, Mary H. Wofford, Cornell Wrice, Jr., Gloria G. Young, Clifton O. Zimmerman, Plaintiffs-Appellants, v. HOECHST CELANESE CORPORATION, Defendant-Appellee.

No. 90-2423.

United States Court of Appeals, Fourth Circuit.

Argued March 4, 1991.

Decided Aug. 21, 1991.

Appeal from the United States District Court for the District of South Carolina, at Greenville. Joseph F. Anderson, Jr., District Judge. (CA-89-1517-6-17)

Susan Herdina, Bonds & Herdina, Charleston, S.C., (Argued), for appellants; A.D. Orander, Jr., Easley, S.C., Joseph G. Wright, III, Wright and Trammell, Anderson, S.C., on brief.

Madison Baker Wyche, III, Ogletree, Deakins, Nash, Smoak & Stewart, Greenville, S.C., (Argued), for appellee; William H. Floyd, III, Glenn R. Goodwin, Ogletree, Deakins, Nash, Smoak & Stewart, Greenville, S.C., on brief.

D.S.C.

AFFIRMED.

Before CHAPMAN, Senior Circuit Judge, TERRENCE WILLIAM BOYLE, United States District Judge for the Eastern District of North Carolina, sitting by designation, and FRANKLIN T. DUPREE, Jr., Senior United States District Judge for the Eastern District of North Carolina, sitting by designation.

OPINION

PER CURIAM:

This is an appeal by a class of plaintiffs, who are former employees of the Celanese Corp., from the trial court's granting of summary judgment against them on their claims for additional separation pay. We find that the trial court properly interpreted the contract involved in these claims and correctly held that the benefits involved in this separation from employment were not protected by the Employee Retirement Income Security Act and we therefore affirm.

I.

Plaintiffs are 169 former employees of Celanese Corp. ("Celanese") who worked in Celanese's Greenville, S.C., plant. In late 1984, Celanese announced that it would close the Greenville plant. The phaseout was to take place gradually over a three-year period. At that time, company officials designed a separation package for the Greenville employees which entitled them to one week's pay for each year of service with the company (known as a "one-for-one" package, or "single separation pay"). The plan also included various other benefits and is referred to as the "Greenville Plan."

The company immediately communicated the "Greenville Plan" to all of the Greenville employees (including plaintiffs). From January, 1986, through the plant closing in March of 1988, the employees were gradually dismissed and paid their benefit entitlements under the Greenville plan. All of the plaintiffs have thus received at least single separation pay.

During the early stages of the Greenville shutdown, in an entirely unrelated matter, Celanese began to explore the possibility of a corporate merger with another company, American Hoechst Corp. ("Hoechst"). On October 29, 1986, the companies agreed in principle that they would merge. Since Celanese's next scheduled Board of Directors meeting was on November 2, the parties worked diligently to draft a Merger Agreement for the Board's consideration. The agreement was adopted by the Celanese Board at this meeting.

The agreement included a clause which provided that any Celanese employee who was thereafter terminated as a result of the merger would receive added severance benefits. This clause ¹ stated that any employee "whose employment is hereafter terminated by Buyer [Hoechst]" would receive severance pay equal to two weeks of pay for each year of service (a "two-for-one" package, or "double separation pay"). The Merger Agreement did not address the Greenville plant, which was already well into the process of shutting down, or the Greenville employees, some of whom had already been terminated and the rest of whom were gradually being severed from the company.

Two other portions of the Merger Agreement are of import to this appeal. One clause ² stated that the Merger Agreement was not subject to amendment (the "non-amendment clause"). Another provision ³ stated that any beneficiary under the Merger Agreement was entitled to enforce the agreement against the company (the "enforcement clause").

Before the merger became effective, the parties amended the agreement through a document entitled "Amendment to Agreement of Merger." The amendment made certain clarifications in the original agreement. In particular, the amendment clarified the parties' intent regarding the Greenville plant and its employees. The amendment stated that the Greenville employees were not included as "hereafter terminated" employees, and thus were not beneficiaries of the Merger Agreement's provision for double separation pay.

On February 27, 1987, Celanese and Hoechst merged into the "Hoechst Celanese Corporation."

II.

The plaintiffs brought suit, claiming that those Greenville plant employees who were terminated after the effective date of the Merger Agreement are "hereafter terminated" employees under the provisions of the agreement and are thus entitled to double separation pay. Their argument is that since the Greenville employees were not specifically excluded from the original draft of the agreement, they are covered as "hereafter terminated" employees regardless of when the decision to close their plant or to terminate their employment was made. Accordingly, the entitlement to this separation pay would vest upon the execution of the original Merger Agreement. They also assert that their rights to these benefits were irrevocable, by virtue of the nonamendment clause.

In the alternative, the plaintiffs claim that their right to double separation pay is protected under the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq. ("ERISA"). They assert that their entitlements arose under the original draft of the Merger Agreement, that these rights were employee benefits and, as such, that the benefits were entitled to plan status and the accompanying protections and guarantees of ERISA.

The district court granted summary judgment for the defendant. The court held that the Merger Agreement did not expressly cover the Greenville employees and that the other terms of the agreement, as well as the surrounding circumstances, made it clear that the parties did not intend to provide new benefits for those employees who were already being terminated and who were governed by preexisting separation benefits.

With regard to plaintiffs' ERISA claims, the court held that even if the Merger Agreement was an employee benefit plan, the potential benefits under this plan were not vested and were therefore subject to elimination or amendment.

III.

The plaintiffs, on appeal, challenge the trial court's interpretation of the Merger Agreement and claim that they should receive double separation pay since they were terminated after the date of the agreement.

The relevant section of the Merger Agreement, 7.7(h), states that double separation pay was intended for those employees ...