Bowers v. Anthem, Inc.
| Decision Date | 20 July 2020 |
| Docket Number | Case No. 1:19-cv-00802-TWP-DLP |
| Citation | 473 F.Supp.3d 848 |
| Parties | Lee BOWERS, Plaintiff, v. ANTHEM, INC., Defendant. |
| Court | U.S. District Court — Southern District of Indiana |
Chad Harrison Holler, Courtney E. Endwright, Kevin W. Betz, Betz & Blevins, Sandra L. Blevins, Betz & Associates, Indianapolis, IN, Claire Bruner-Wiltse, Pro Hac Vice, Mary Anne Sedey, Pro Hac Vice, Sedey Harper Westhoff PC, St. Louis, MO, for Plaintiff.
Erin D. Foley, Robyn E. Marsh, Hoorya R. Ahmad, Seyfarth Shaw LLP, Chicago, IL, for Defendant.
ENTRY GRANTING DEFENDANT'S MOTION FOR SUMMARY JUDGMENT
This matter is before the Court on Defendant Anthem, Inc.’s ("Anthem") Motion for Summary Judgment pursuant to Federal Rule of Civil Procedure 56(c). (Filing No. 57.) Plaintiff Lee Bowers ("Bowers") filed an Amended Complaint alleging that Anthem violated its Key Sales Associate Agreement by refusing to pay severance benefits due him pursuant to that agreement at the time of his termination. (Filing No. 31.) Bowers’ claims for breach of duty of good faith and fair dealing and for punitive damages were dismissed. (Filing No. 50.) Anthem seeks summary judgment on Bowers’ remaining claim—breach of contract. For the following reasons, summary judgment is granted .
The following facts are not necessarily objectively true, but as required by Federal Rule of Civil Procedure 56, the facts are presented in the light most favorable to Bowers as the non-moving party. See Zerante v. DeLuca , 555 F.3d 582, 584 (7th Cir. 2009) ; Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 255, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986).
Bowers was hired on May 10, 1999 by UniCare, an Anthem subsidiary, to sell medical insurance and ancillary services to UniCare customers. (Filing No. 58-2 at 4.) On March 18, 2010, Bowers was offered and accepted the position as a Specialty Sales Manager II ("SSE") with Anthem in Illinois. (Filing No. 58-3.) He sold specialty products, also called ancillary products to Anthem customers who had already purchased group medical insurance. Specialty products include dental insurance, vision insurance, life insurance, disability insurance, and accidental death and dismemberment insurance. In June 2012, Bowers moved to Missouri to be an SSE throughout that state. (Filing No. 58-2 at 5.)
In the course of accepting the offer of employment as an SSE in Missouri, Bowers signed a Key Sales Associate Agreement (the "Agreement"), on June 29, 2012, outlining certain terms and conditions related to his employment. (Filing No. 58-4.) The Agreement made Bowers eligible for a severance benefit upon termination if he was terminated for a reason "other than For Performance or For Cause." Id. at 2. The Agreement defines "For Performance" as "the Sales Associate has failed to meet the performance expectations of the position after having been warned regarding the unsatisfactory performance by a prior written 30 day notice." Id. at 4.
The Agreement also prohibits the Sales Associate from improperly using or exposing confidential information1 without Anthem's consent. A Sales Associate may not "remove, copy, duplicate or otherwise reproduce any document or tangible item embodying or pertaining to any of the Confidential Information, except as required to perform Sales Associate's duties for the Company or its affiliates." Id. at 7. The Sales Associate also agrees to return all confidential information to Anthem upon termination of employment. Id.
Anthem sells specialty insurance products--dental, vision, life, and disability insurance--in 14 states. (Filing No. 58-1 at 4-6.) Fully insured dental insurance is its lead specialty product. Id. at 5. As an SSE, Bowers was responsible for acquiring new specialty business through brokers in conjunction with the health account executive for the state of Missouri. (Filing No. 58-7; Filing No. 58-2 at 11; Filing No. 58-8 at 2-3.) One of his primary duties as an SSE was to sell specialty insurance products for "large group" customers, meaning plans for 51 or more members. (Filing No. 58-2 at 14; Filing No. 58-1 at 7.) Bowers was also responsible for prospecting new accounts and producing revenue through new sales, generating lead activity and making sales calls to acquire new business and maximize volume. (Filing No. 58-7; Filing No. 58-2 at 12-13; Filing No. 58-10 at 6.) Typically, fifty percent of specialty sales is sold to clients with existing medical insurance from Anthem, while the other fifty percent consists of "stand alone" customers solely seeking specialty products. (Filing No. 58-1 at 6-7.) As a result, SSEs partner with the medical sales executives for Anthem to cross-sell specialty products. Id. at 8. To facilitate outside sales, SSEs work with outside insurance brokers to sell specialty products, requiring them to maintain good relationships with the Anthem medical sales team and outside brokers. Id. at 6; Filing No. 58-9 at 5.
SSEs report to Sales Directors. (Filing No. 58-1 at 13.) Sales Directors assist SSEs by advocating for them, either with underwriting or by working with the corporate office to ensure SSEs are able to close sales. (Filing No. 58-1 at 13.) Sales Directors are typically responsible for multiple states and, as a result, oversee multiple SSEs. Id. While SSEs are technically supported by Sales Directors, Sales Directors are not directly involved in each sale an SSE makes and are often not present in an SSE's market when that SSE makes a sale. Id.
Sales objectives for SSEs are set annually by Anthem's corporate finance department, with the input of executive leadership. Id. at 8-9. Anthem staff determines a national sales goal, and then assigns a fraction of that goal to each region based on the amount of medical insurance Anthem sells in that region. Id. at 10-11. As a result, SSEs across different regions have different sales goals depending on the demographics of their region and the amount of medical insurance Anthem sells there. The parties dispute the importance of these goals. Anthem characterizes them as expectations in the sense that if an SSE fails to reach his goals over a long enough period of time he is seen to be performing below expectations. (See Filing No. 58-15.) Bowers characterizes these goals as aspirations that most SSEs do not meet and are not required to meet to maintain their employment with Anthem. (See Filing No. 59-1; Filing No. 66-18 at 16; Filing No. 66-20 at 2; Filing No. 66-19 at 9.) Because insurance markets differ by region, Anthem representatives testified at their depositions that Anthem does not compare SSEs to one another across regions. Id. at 25-27; Filing No. 58-10 at 4-5. However, other designated evidence indicates that Anthem does compare SSEs across regions using a metric called "percent to goal," which accounts for demographic differences. (Filing No. 66-18 at 15.)
To measure an SSE's performance in relation to meeting his sales goals, Anthem looks to a "Blue Report" or financial "dashboards" for each state. (Filing No. 58-9 at 13-14.) Blue Reports indicate by percentage how close an SSE is to meeting his sales goal for each product—or the margin by which he has exceeded that goal. (Filing No. 59-1.) Anthem releases these reports monthly, and SSEs may review them independently or with a supervisor. (Filing No. 58-1 at 15, 18-19.)
From July 2012 until his termination in February 2017, Bowers was the only Anthem SSE assigned to Missouri. (Filing No. 59-2 at 5, 39.) His duties and responsibilities remained the same during his time in that position. Id. at 13-14, 29. From 2012 through part of 2014, Bowers reported to Andrew Cassis ("Cassis"), the Sales Director for the region that contained Missouri. Id. at 6, 14-15. Bowers was subject to annual performance reviews conducted by Cassis and later by other Sales Directors. (Filing No. 58-12; Filing No. 58-13; Filing No. 58-14; Filing No. 58-15; Filing No. 58-16.) Performance reviews at Anthem give each SSE a rating based on three criteria: (1) business accountability (sales goals) which accounts for 70% of the weighted rating, (2) behavioral accountability which accounts for 20% of the weighted rating, and (3) leadership accountability, which accounts for the last 10%. Id. Bowers received a weighted rating of 3.1 out of 5 in 2012, and a weighted rating of 3.22 out of 5 in 2013. (Filing No. 58-12; Filing No. 58-13.) Around July 2014, Stuart Watts ("Watts") replaced Cassis as the Sales Director of the region and became Bowers’ new supervisor. (Filing No. 58-2 at 16.) Watts gave Bowers a weighted rating of 2.7 for 2014 and wrote that while he felt Bowers "did an overall good job," Missouri had missed its sales targets for 2014, which accounted for 70% of the score. (Filing No. 58-14 at 9-10.) He stated that for the upcoming year Bowers "really needs to work on getting out of the office more and building his broker relationships." Id. at 10. Bowers indicated his dissatisfaction with the review process and noted that he had placed well in Anthem's sales contests. Id. By mid-2015, Watts placed Bowers, who was not meeting his sales goals2 , on a Performance Improvement Plan (the "First PIP"). (Filing No. 58-18; Filing No. 58-2 at 17; Filing No. 58-10 at 7-8.)
The First PIP was in effect from August 1, 2015 through October 31, 2015. (Filing No. 58-18.) It outlined three areas of improvement for Bowers: (1) increase broker call activity, (2) increase sold membership and annualized premium levels, and (3) increase sales visibility from the various specialty lead campaigns. Id. at 3-4. Upon receiving the First PIP, Bowers examined Anthem's Corrective Action Policy and met with human resources to discuss the PIP. (Filing No. 58-2 at 18-19; Filing No. 58-19.) Bowers took notes at that meeting where he was told the First...
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