Burlison v. McDonald's Corp., 05-13991.

• Decision Date: 11 July 2006
• Docket Number: No. 05-13991.,05-13991.
• Citation: 455 F.3d 1242
• Parties: Carolyn BURLISON, James Eady, Jerry Floyd, Robert Gunter, and Stephen Reinsch, Plaintiffs-Counter-Defendants-Appellees, v. McDONALD'S CORPORATION, Defendants-Counter-Claimant-Appellant.
• Court: U.S. Court of Appeals — Eleventh Circuit

455 F.3d 1242

Carolyn BURLISON, James Eady, Jerry Floyd, Robert Gunter, and Stephen Reinsch, Plaintiffs-Counter-Defendants-Appellees, v.McDONALD'S CORPORATION, Defendants-Counter-Claimant-Appellant.

No. 05-13991.

United States Court of Appeals, Eleventh Circuit.

July 11, 2006.

Kenneth L. Dobkin, Beth Threadgill Paxton, Hunton & Williams, LLP, Atlanta, GA, Steven T. Catlett, Jones Day, for McDonald's Corp.

Harlan S. Miller, III, Miller, Billips & Ates, P.C., Atlanta, GA, for Appellees.

Appeal from the United States District Court for the Northern District of Georgia.

Before ANDERSON, BARKETT and CUDAHY^*, Circuit Judges.

CUDAHY, Circuit Judge:

Carolyn Burlison, James Eady, Jerry Floyd, Robert Gunter, and Steven Reinsch(the Appellees) worked for McDonald's Corporation(McDonald's) for about fifteen years (in some cases many more) before McDonald's terminated their employment in conjunction with a nationwide "restructuring."McDonald's offered its terminated employees severance packages so long as those employees signed releases waiving any claims they might have against the company.Each Appellee signed the releases but about two years later filed an age-discrimination suit against McDonald's.The district court granted summary judgment to the Appellees, concluding that the releases failed to comply with the Older Workers Benefit Protection Act's (OWBPA's) informational requirements and were therefore void.29 U.S.C. § 626(f)(1)(H).McDonald's filed the present interlocutory appeal, arguing that the district court's erroneous reading of the OWBPA would require employers to provide uncalled for and unhelpful information to departing employees.We agree with McDonald's.Accordingly, we reverse the district court's order of summary judgment in favor of the Appellees and enter summary judgment in favor of McDonald's.

I.BACKGROUND

During the fall of 2001, McDonald's substantially restructured its business operations with hopes of increasing efficiency and competitiveness, promoting accountability and enhancing effectiveness at all levels of the company.As part of its restructuring, McDonald's reduced its U.S. divisions from five to three and its U.S. regions from thirty-eight to twenty-one.Relevant here, the former Atlanta region merged with the former Nashville and Greenville regions to form a new Atlanta region.

In addition to the structural reorganization, McDonald's also reduced its workforce by about 500 employees nationwide.To facilitate the reduction-in-force, McDonald's provided employees with individualized assessments designed to determine which employees to retain for the new regions.McDonald's selected William Lamar, the regional manager of the former Atlanta region, to serve as the general manager of the new Atlanta region.Lamar worked with a group of senior managers to determine which of 208 employees from the former Atlanta, Nashville and Greenville regions to retain for the new Atlanta region.Lamar and the other managers eventually discharged 66 of the 208 employees, including the Appellees.Each Appellee was at least forty years old at the time his or her employment with McDonald's concluded, and most had worked at the company for at least fifteen years.

McDonald's offered each discharged employee a severance package in exchange for signing a release waiving all claims he or she might have against the company.McDonald's, in a purported attempt to comply with the OWBPA, included region-specific information sheets with the releases.The Information Sheet for the Atlanta/Nashville/Greenville Regions: (1) listed the job titles and ages of 208 employees in the three former regions; (2) identified which of those employees had been selected for discharge and offered severance packages; and (3) identified which of those employees were not being discharged.

The Appellees signed the releases and accepted the severance benefits that McDonald's offered.In 2003, however, the Appellees sued McDonald's, alleging age discrimination under the Age Discrimination in Employment Act (ADEA).They conceded that they had filed the releases but argued that the releases failed to comply with the OWBPA's informational requirements and were therefore void.The district court agreed with the Appellees that the releases were insufficient and accordingly granted them summary judgment.McDonald's requested permission to file an interlocutory appeal.The district court certified the issue for appeal which we accepted.McDonald's now argues that the district court's erroneous interpretation of the OWBPA would require it to provide incompatible sets of data to terminated employees.

II.ANALYSIS

This case presents a question of pure statutory interpretation.We review a district court's interpretation of a statute de novo.United States v. Trainor,376 F.3d 1325, 1330(11th Cir.2004).Although many of our cases have interpreted various provisions of the ADEA(including the OWBPA), we have never dealt directly with the OWBPA's informational requirements.

Since this case involves statutory interpretation, the first place we turn is to the statute itself.Harry v. Marchant,291 F.3d 767, 770(11th Cir.2002)(en banc).The ADEA, as amended by the OWBPA, requires that waivers of potential age-discrimination claims be knowing and voluntary.29 U.S.C. § 626(f)(1)(A)-(H)(2006);Oubre v. Entergy Ops., Inc.,522 U.S. 422, 426-27, 118 S.Ct. 838, 139 L.Ed.2d 849(1998).In order to obtain knowing and voluntary releases, employers must meet the OWBPA's specific requirements, including its requirement that the employer provide information about the ages of discharged and retained workers to employees considering releasing potential ADEA claims.Id.;see alsoRaczak v. Ameritech Corp.,103 F.3d 1257, 1262(6th Cir.1997);Griffin v. Kraft Gen. Foods, Inc.,62 F.3d 368, 371(11th Cir.1995);S.REP. No. 101-263, at 34(1990), as reprinted in1990 U.S.C.C.A.N. 1509, 1539.Specifically, employers seeking waivers in connection with group terminations must:

inform[] the individual in writing in a manner calculated to be understood by the average individual eligible to participate, as to—

(i) any class, unit, or group of individuals covered by such program, any eligibility factors for such program, and any time limits applicable to such program; and

(ii) the job titles and ages of all individuals eligible or selected for the program, and the ages of all individuals in the same job classification or organizational unit who are not eligible or selected for the program.

29 U.S.C. § 626(f)(1)(H).Precisely what these subsections require is the focus of this appeal.

The district court interpreted subsection (ii) to require that McDonald's provide job titles and ages of all employees nationwide who were terminated but the ages of only those employees in the same "decisional unit" as the terminated employees.McDonald's, on the contrary, argues that the OWBPA requires employers to provide information about only those workers within a departing employee's decisional unit.¹

Specifically, McDonald's argues that the provisions of the OWBPA must be read as a consistent whole and that Congress's repeated use of the word "program" indicates that subsection (i) limits the universe of potential employees in subsection (ii) to "any class, unit, or group of individuals covered by such program."The Appellees argue that it is inappropriate to introduce limitations into subsection (ii).Congress used different words for a reason, they argue;subsection (ii)'s first clause contains no limiting language and therefore requires that employers provide job titles and information for every single eligible employee in the company.Neither interpretation requires much linguistic stretching, and other courts considering related issues have concluded that OWBPA is imprecise and ambiguous.E.g., Raczak,103 F.3d at 1259("We unanimously conclude because the nomenclature of § 626(f)(1)(H) of Title 29 is ambiguous, a rigid and mechanical interpretation of that provision in inappropriate.")The only fair conclusion, then, is that the OWBPA is ambiguous.

Since the OWBPA is ambiguous, it is appropriate and necessary to turn to other tools of statutory interpretation.E.g., United States v. DBB, Inc.,180 F.3d 1277, 1281-82(11th Cir.1999);Royal Caribbean Cruises, Ltd. v. United States,108 F.3d 290, 293(11th Cir.1997).An important tool in this case is the principle that, where statutes are ambiguous, courts will defer to rules and regulations promulgated by the agency charged with administering the statute, so long as that agency does not act arbitrarily or capriciously or exceed the bounds of authority delegated to it in the statute.SeeChevron U.S.A. Inc. v. Natural Resources Defense Council, Inc.,467 U.S. 837, 842-43, 104 S.Ct. 2778, 81 L.Ed.2d 694(1984);Royal Caribbean Cruises, Inc.,108 F.3d at 293.Here we look to the Equal Employment Opportunities Commission(EEOC), as Congress has charged it with administering the ADEA.29 U.S.C. § 628(2006).The relevant regulations begin at 29 C.F.R. § 1625.22(2006).

The EEOC regulations contemplate two potential classes of employee discharge programs.The first class is the exit-incentive program, which encompasses voluntary severance packages designed to induce employees to leave their jobs and is not relevant here.29 C.F.R. § 1625.22(f)(1)(iii)(A).The second category—termed "other employment termination programs"—encompasses those programs applying to employees who are involuntarily terminated and offered additional consideration in exchange for choosing to sign waivers.Id.McDonald's program plainly falls within the "other employment termination programs" category.

As noted above, the district court relied in part on the OWBPA's use of different terms to conclude that the statute required information other than what McDonald's provided.One clause in subsection (ii) requires information relating...