Chambers v. Metropolitan Property and Cas. Ins.

• Decision Date: 15 December 2003
• Docket Number: No. 02-2846.,02-2846.
• Citation: 351 F.3d 848
• Parties: Edward A. CHAMBERS, Jr., Appellant, v. METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY; St. Paul Fire and Marine Insurance Company, Appellees.
• Court: U.S. Court of Appeals — Eighth Circuit

Page 848

351 F.3d 848

Edward A. CHAMBERS, Jr., Appellant, v. METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY; St. Paul Fire and Marine Insurance Company, Appellees.

No. 02-2846.

United States Court of Appeals, Eighth Circuit.

Submitted: May 16, 2003.

Filed: December 15, 2003.

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Pamela M. Miller, argued, Red Wing, MN (William Mavity, Red Wing, MN, on the brief), for appellant.

Counsel who presented argument on behalf of the appellee was Marko J. Mrkonich of Minneapolis, MN. Heather C. Sherman of Minneapolis appeared on the brief.

Before SMITH and HANSEN, Circuit Judges, and READE,¹ District Judge.

HANSEN, Circuit Judge.

Edward A. Chambers, Jr. appeals the district court's² grant of summary judgment on his claims of age discrimination, breach of contract, and unjust enrichment against the defendants, Metropolitan Property and Casualty Insurance Company ("Met") and St. Paul Fire and Marine Insurance Company ("St. Paul"). We affirm.

I.

We view the facts in the light most favorable to the nonmoving party, as did the district court. From 1986 until 1998, Chambers was an employee of USF & G Company in various locations, ending up in Florida. USF & G merged with St. Paul in 1998 and eliminated Chambers' position in the process. St. Paul then hired Chambers as the Director of Procedures and Underwriting Analysis and relocated him to Minnesota in the summer of 1998. The severance plan in effect at that time provided that if St. Paul terminated chambers within 12 months of this relocation, St. Paul would pay the costs of one more relocation necessitated by the termination. This was amended in March of 1999 to provide relocation benefits if an employee was terminated within 24 months of the initial relocation.

In the summer of 1999, St. Paul announced that it was selling its personal insurance operations to Met as of October 1, 1999. As part of the terms of the sale, many of St. Paul's employees in the personal insurance operations were leased to Met from the closing date of the sale until December 1999. Met had its own existing personal insurance operations employees, and all management positions were already staffed by Met employees. Therefore, the St. Paul management positions were eliminated through the sale, including Chambers' position. Met planned to hire some of the St. Paul employees to facilitate the expansion of its underwriting department as a result of the acquisition. Met's agreement to lease some of the St. Paul employees aided the transition and gave Met time to evaluate its hiring needs. All of the leased employees were scheduled to be terminated from their employment with St. Paul by December 31, 1999. Chambers was retained past the closing date as a leased employee.

Although no management positions were available in Met's underwriting department, Chambers interviewed for other positions. In August 1999, Met's Chief Underwriter and Vice President, Michelle DeWine, interviewed each employee on St. Paul's corporate underwriting staff for nonmanagerial positions. DeWine interviewed Chambers, who was then 51 years old, for a position in the compliance unit. DeWine did not hire Chambers for the position but instead hired Pamela Johnson, an employee who was under 40 years old. Chambers also interviewed with Ken Bokor, Met's Assistant Vice President of Market Strategy, for a position with Met as a market strategist. Three market strategist positions were available, one each in Florida, Minnesota, and Illinois. Chambers was most interested in the position located in Florida but expressed a willingness to work at other locations as well. Bokor did not hire Chambers. Instead, Bokor hired Will Daniels for the Florida position, Tim Smith for the Minnesota position, and Alice Young for the Illinois position, all of whom were under the age of 40.

In each instance, Met set forth a nondiscriminatory reason for its hiring decision. The interviewers perceived Chambers' personality as somewhat aggressive and therefore not the best fit for working with regulators in the underwriting position and not the best fit for the team work required in the Florida market. In Minnesota, Met chose a person with more experience with the particularities of Minnesota's no-fault laws. For the Illinois position, Met chose a woman with less analytical skills but more experience with the Illinois market, and a strength in homeowner product and pricing that was of special interest because Met had acquired from St. Paul a large book of homeowner business in Illinois.

On October 11, 1999, Chambers received formal written notice that he would be terminated from his position with St. Paul on December 10, 1999, and he would not be hired by Met. Chambers was not given any relocation benefits in his severance package because the relocation benefit had been eliminated for leased employees when St. Paul amended the plan in September of 1999 in connection with the sale and leasing arrangement with Met. Also, he was required to exercise all vested stock options within 30 days of his termination. Chambers filed a charge of age discrimination with the Equal Employment Opportunity Commission (the EEOC) and the Minnesota Department of Human Rights. The EEOC dismissed his claim and issued him a right to sue letter.

Chambers then filed suit against St. Paul and Met asserting breach of contract, violation of Minnesota law concerning unpaid bonus earnings, unjust enrichment, and age discrimination in violation of both federal³ and Minnesota law. Met and St. Paul moved for summary judgment on all counts. See Fed.R.Civ.P. 56(c). The district court granted their motion for summary judgment, and Chambers appeals the judgment on the claims of breach of contract, unjust enrichment, and age discrimination.

II.

"We review de novo a district court's grant of summary judgment, construing the record in the light most favorable to the non-moving party." Heisler v. Metro Council, 339 F.3d 622, 626 (8th Cir.2003). Summary judgment is appropriate if the record "show[s] that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed.R.Civ.P. 56(c); see also Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). "Rule 56(c) mandates the entry of summary judgment, after adequate time for discovery and upon motion, against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial." Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). We look to the substantive law to determine whether an element is essential to a case, and "[o]nly disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment." Anderson, 477 U.S. at 248, 106 S.Ct. 2505.

A. Breach of Contract

Chambers first asserts that St. Paul breached the terms of his severance plan by not paying him relocation benefits. The district court concluded that this claim relates to an employee benefit plan and is therefore preempted by the Employee Retirement Income Security Act of 1974 (ERISA) (codified as amended at 29 U.S.C. § 1001-1461 (2000) and in scattered sections of 26 U.S.C.). Chambers argues against preemption asserting that the relocation benefit was not an employee benefit plan but simply a one-time benefit triggered by a single event. The district court alternately concluded that even if there was no ERISA preemption of the state law contract claim, the contract claim would fail on its merits. Because we agree with the district court's alternate conclusion, we need not address the ERISA preemption issue.

An employee policy handbook may become enforceable as an employment contract in Minnesota if it meets the requirements for the formation of a unilateral contract and is more definite than a mere statement of policy. Elliott v. Montgomery Ward & Co., 967 F.2d 1258, 1263 (8th Cir.1992) (discussing Minnesota employment contract law). "[E]mployers may modify the terms of contracts created by employee handbooks without great difficulty." Feges v. Perkins Rests., Inc., 483 N.W.2d 701, 708 (Minn.1992). "An offeror of a unilateral contract always retains the power to modify or revoke the offer so long as the offeree has not begun performance, but retention of that power does not preclude the offer from becoming a contract once accepted by the offeree by tender of performance." Id.

At the time of Chambers' initial relocation from Florida to Minnesota in the summer of 1998, the plan in effect promised to pay him for a second relocation if he was terminated within 12 months of the initial relocation. The plan was amended in March 1999 to provide relocation benefits if terminated within 24 months of the initial relocation. The general information section of the March 1999 plan provides that St. Paul "reserves the right to change coverage and to otherwise change, amend, or even terminate the plans, in whole or in part, at any time." (J.A. at 293.) St. Paul amended the plan again in September 1999 to deal specifically with the reduction in force due to the sale of its personal insurance operations to Met. The September 1999 amendments preserved relocation benefits for employees who were terminated immediately due to the sale to Met but eliminated the relocation benefit for those employees leased to Met and terminated after the closing date of the sale (October 1, 1999) and prior to January 2000.

Chambers was leased to Met, and he received his written notice of termination on October 11, 1999, after the closing of the sale. The September 1999 plan was in effect at that time and provided that Chambers was eligible for lump-sum severance payments but no relocation benefits. We agree with the district court's determination...