Bleil v. Williams Prod. RMT Co.

Decision Date30 November 2012
Docket NumberCivil Case No. 11–cv–997–LTB–GPG.
PartiesRobert W. BLEIL, Plaintiff, v. WILLIAMS PRODUCTION RMT COMPANY, LLC, a Delaware limited liability company, and The Williams Companies, Inc. Severance Pay Plan, a welfare benefits plan, Defendants.
CourtU.S. District Court — District of Colorado


Carin Janine Ramirez, Nathan A. Keever, Sam D. Starritt, Dufford, Waldeck, Milburn & Krohn, LLP, Grand Junction, CO, for Plaintiff.

Emily Hobbs–Wright, Holland & Hart, LLP, Denver, CO, Stephanie Terry Gentry, Steven Anthony Broussard, Hall Estill Hardwick Gable Golden & Nelson, PC, Tulsa, OK, for Defendants.


LEWIS T. BABCOCK, District Judge.

This matter is before me on the Motion for Summary Judgment and Supporting Brief filed by Defendants Williams Production RMT Company, LLC (the Company)—now known as WPX Energy Rocky Mountain, LLC—and The Williams Companies, Inc. Severance Pay Plan (the Severance Plan) [Doc # 55]. After considering the parties' arguments, for the reasons below, I DENY the motion in part and GRANT it in part.

I. Background

This action flows from the Company's termination of Plaintiff Robert Bleil. The following is undisputed unless otherwise noted.

The Company is a Delaware limited liability company with its principal place of business in Denver, Colorado. During 2007, 2008, and 2009, it was in the business of exploring for and producing oil and gas in the Piceance Basin in Western Colorado.

The Severance Plan is a welfare benefit plan governed by ERISA. The Company was a “Participant Company” under the terms of the Severance Plan, meaning that the Company's employees could receive benefits under the Severance Plan if they were considered a “Participant” in it and satisfied other requirements.

Plaintiff began working for the Company in July 2005 as an at-will employee. He started as a senior environmental specialist in the Company's Parachute, Colorado, office. He later obtained the position of environmental team lead, and then he became an environmental manager in 2008. As an environmental manager, his responsibilities included developing, implementing, and monitoring administrative and environmental programs. He was also responsible for managing and supervising certain members of the environmental staff in the Parachute office who supported the Piceance Valley operations, supervising at times five employees. Plaintiff was also responsible for selecting certain contractors to perform services in the Piceance Valley and for overseeing their work.

While working for the Company, Plaintiff received several “Deferred Stock” or “Restricted Stock Unit Awards,” which provided conditional grants of shares in the Company's stock (the “RSUs”). The grant of the RSUs was subject to the terms and conditions delineated in corresponding “Deferred Stock Agreement” or “Restricted Stock Unit Agreement” (singularly, an “Award Agreement,” collectively, the “Award Agreements”).

At all times pertinent to this action, the Company had a code of business conduct, which was published to employees. It contained the Company's core values and beliefs and a conflicts of interest policy. The code of business conduct contained the following language:

Our core values represent a strong commitment to our investors, customers, employees and communities. We always want to act in the best interest of these stakeholders. Therefore, we all are expected to avoid or disclose any activity that may interfere, or have the appearance of interfering, with our responsibilities to Williams and its stakeholders. Activities that cannot be avoided must be disclosed to the immediate supervisor. That supervisor is responsible to establish and monitor procedures that ensure Williams is not disadvantaged.

* * *

In regard to ourselves or a close relative or associate, a direct or indirect financial interest in any enterprise which does business with, or is a competitor of, Williams represents a potential conflict of interest and should be fully reported to our immediate supervisor.

Def.'s Mot. Ex. 3 at 11–12. During the pertinent time period, the Company also had and published a conflict of interest standard, with which all employees were expected to comply. Id. Ex. 4. Among other things, it provided that [a]ll employees of the Company have a primary business responsibility to the Company and are expected to avoid or disclose any activity which may interfere, or have the appearance of interfering, with the performance of his responsibility.” Id. at 1. It also directed that [i]n the event an employee senses that he may be involved in a conflict of interest, he should immediately report the matter to his or her supervisor, making a full disclosure of all pertinent circumstances.” Id. at 2.

In 2008, Plaintiff's direct supervisor, Michael Paules, identified several areas in which he believed Plaintiff needed to improve his job performance. Id. Ex. 64. These included improving his communication style by being more persuasive than forceful, strengthening his working relationships with peers and governmental agencies, being more collaborative than controlling, and fostering a sense of integrity by building trust as opposed to suspicion with others. Id. Paules discussed these areas of improvement with Plaintiff. Id.

In July or August 2009, Rick Matar, one of Plaintiff's co-workers at that time, became concerned that Plaintiff may have violated the Company's conflict of interest policies by unfairly favoring a contractor, HRL Compliance Solutions, Inc. (“HRL”), because HRL had hired Plaintiff's son. Matar reported his concern to Paules and to a Company human resource representative. On or about September 2, 2009, Bruce List, the Company's director of security, was informed of Matar's concern. Lists's responsibilities for the Company included investigating complaints of possible conflicts of interest. He undertook an internal investigation.

In September of 2009, unaware that List had commenced his investigation, Paules learned that some of Plaintiff's colleagues and regulatory officials had raised concerns regarding Plaintiff's conduct. One such concern was that Plaintiff had disobeyed a direct order. Paules drafted a written reprimand explaining these concerns, but after learning of Lists's investigation, he did not finalize or present the reprimand so as to the let investigation proceed. See id. Ex. 64, 66.

Next, on October 6, 2009, List met with Plaintiff and questioned him for the internal investigation. At the beginning of this meeting, Plaintiff signed an “Investigation Acknowledgment,” which stated, in part, that

I understand that this investigation is to remain confidential, and I agree that I will not discuss this investigation with any person, other than those persons conducting the investigation. I understand that any information that I receive or provide within the investigation is to be kept strictly confidential, and I agree to not disclose to anyone the subject matter of content of this investigation.

I understand that my maintaining the confidentiality of this investigation process is a condition of my continued employment. I acknowledge that my failure to maintain confidentiality of this investigation could result in disciplinary action against me, up to and including termination.

See Def.'s Mot. Ex. 33. After signing the Investigation Acknowledgment, Plaintiff discussed the investigation with multiple co-workers. In addition to interviewing Plaintiff, List also interviewed numerous other witnesses and reviewed documents supplied by Plaintiff and others.

From his investigation, List concluded the following. First, Plaintiff violated the Company's conflict of interest policy by not disclosing to his supervisor that his son was employed as a summer intern for HRL, over which Plaintiff had some oversight for sales, work, and invoice approval. See Id. Ex. 69 at 3. Second, Plaintiff engaged in a conflict of interest by hiring his daughter as a contractor to perform work in his area of responsibility without proper disclosure and approval. Id. Third, Plaintiff approved conflicts of interest involving two of his employees who hired their relatives as contractors and allowed them to provide direct supervision of their relatives. Id. Fourth, Plaintiff engaged in a conflict of interest by having one of the Company's contractors perform services at his personal property in August 2008, and Plaintiff had not been billed nor had he paid for the services. Id. Fifth, Plaintiff violated Company policy by failing to adhere to directives not to disclose or discuss the investigation with coworkers. Id. Sixth, there was no evidence that Plaintiff gave HRL work that was unnecessary or for which it was unqualified. Id. at 4. List detailed these findings in a reported dated October 30, 2009, and presented them to Paules and Alan Harrison, the Company's Piceance Basin vice president.

After being apprised of Lists's findings, Harrison and Paules agreed to discharge Plaintiff. Harrison explained that his decision to dismiss Plaintiff was based primarily upon Plaintiff's violation of the Investigation Agreement, which Harrison viewed as a willful or reckless disregard of a published policy. Def.'s Mot. Ex. 1 at ¶ 4. Paules explained that he reached his decision to terminate Plaintiff based upon the findings from Lists's investigation and Plaintiff's performance deficiencies that he discussed with Plaintiff in 2008 and had documented in the reprimand the month before. See id. Ex. 64 at ¶¶ 2–4. Paules believed that some of Plaintiff's conduct constituted willful or reckless violations or disregard of the Company's code of business conduct and policies.

On November 3, 2009, Plaintiff was terminated for “gross misconduct.” Id. Ex. 67. That day Paules presented Plaintiff with a memorandum summarizing the reasons for his termination. See id. The memorandum stated that Plaintiff was being terminated based upon the findings from Lists's...

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