Connors v. Chrysler Financial Corp., 98-1036

• Decision Date: 17 November 1998
• Docket Number: No. 98-1036,98-1036
• Citation: 160 F.3d 971
• Parties: 78 Fair Empl.Prac.Cas. (BNA) 956, 74 Empl. Prac. Dec. P 45,616, 22 Employee Benefits Cas. 2729 Leo G. CONNORS, Appellant, v. CHRYSLER FINANCIAL CORPORATION; Chrysler First, Inc.; NationsBank Corporation; NationsCredit Corporation; John P. Tierney; Robert A. Major.
• Court: U.S. Court of Appeals — Third Circuit

Page 971

160 F.3d 971

78 Fair Empl.Prac.Cas. (BNA) 956,

74 Empl. Prac. Dec. P 45,616,

22 Employee Benefits Cas. 2729

Leo G. CONNORS, Appellant, v. CHRYSLER FINANCIAL CORPORATION; Chrysler First, Inc. NationsBank Corporation; NationsCredit Corporation; John P. Tierney; Robert A. Major.

No. 98-1036.

United States Court of Appeals Third Circuit.

Argued Oct. 7, 1998.

Decided Nov. 17, 1998.

Harold I. Goodman (Argued), Raynes McCarty Binder Ross & Mundy, Philadelphia PA, Attorney for Appellant

Jane L. Dalton, Duane Morris & Heckscher, Philadelphia PA, Thomas G. Kienbaum (Argued), Kienbaum Opperwall Hardy & Pelton, PLC, Birmingham, MI, John J. Myers, William J. Clemick (Argued), Eckert Seamans Cherin & Mellott, Pittsburgh PA, Attorneys for Appellees.

Before: BECKER, Chief Judge, NYGAARD, and NOONAN, ^* Circuit Judges.

OPINION OF THE COURT

NYGAARD, Circuit Judge.

Leo Connors brought claims under the Age Discrimination in Employment Act of 1967 ("ADEA"), 29 U.S.C. §§ 621 et seq., and the Pennsylvania Human Relations Act ("PHRA"), 43 Pa. Stat. # 8E8E # 951 et seq., against NationsBank and Chrysler Financial Corporation. Connors claims he was constructively discharged by a forced retirement when NationsBank took over Chrysler First Inc. ("CFI"), a subsidiary of Chrysler Financial Corporation, in early 1993. He appeals from the district court's summary judgment in favor of the defendants. We will affirm.

I.

There is no need to differentiate between Connors's ADEA and PHRA claims because, for our purposes, the same analysis is used for both. See, e.g., Simpson v. Kay Jewelers, 142 F.3d 639, 643-44 & n. 4 (3d Cir.1998); Fairfield Township Volunteer Fire Co. No. 1 v. Commonwealth, 530 Pa. 441, 609 A.2d 804, 805 (Pa.1992). As we have said, "each ADEA case must be judged on its own facts." Healy v. New York Life Ins. Co., 860 F.2d 1209, 1219 (3d Cir.1988).

The ADEA prohibits employers from discriminating against an individual in hiring, discharge, compensation, term, conditions, or privileges of employment on the basis of age. See 29 U.S.C. § 623(a)(1). Age discrimination may be established by direct or indirect evidence. See Torre v. Casio, Inc., 42 F.3d 825, 829 (3d Cir.1994).

II.

The facts of this case are, for the most part, undisputed. Any disputed facts will be set out in a light most favorably to Connors. Leo Connors was an executive with CFI and its predecessors since 1961. From 1977 until 1992, Connors served as Treasurer and Chief Financial Officer of CFI. In late 1991, because his working relationship with the Chief Executive Officer of CFI, Robert Major, had deteriorated, Connors spoke with Robert "Terry" Ray, Senior Vice President of Human Resources and Administration at CFI, about Connors's future at CFI. These conversations eventually focused on Connors stepping down as Chief Financial Officer and either accepting another position or taking a retirement package.

Connors told Ray that Major subjected Connors and his staff to verbal abuse and unprofessional treatment. In addition, Connors revealed that Major had expressed unhappiness with the number of hours that Connors was working and the amount of vacation he was taking.

The discussions concerning Connors's future continued in early 1992 and culminated in Connors stepping down as CFO in March 1992 and becoming Senior Vice President, Director of Special Operations. Connors retained his job grade and salary and was assigned a list of tasks to complete in his new position.

Although Connors had previously projected a July 1993 retirement date, the district court noted that it appeared that his intentions changed when he transferred to the new job. During the discussions regarding his new position, Connors sought an arrangement whereby upon completion of the assigned tasks, he could stop working full-time, but continue to receive a full salary until his expected retirement date. He wanted a severance package that had been given to several other executives at the end of their careers. These other executives were also placed in positions that were to be eliminated, enabling them to take advantage of the extra benefits, including a one-year salary continuation. There is no indication that an agreement was reached on a severance package before Connors changed jobs in March 1992.

In May 1992, Chrysler Financial made the decision to sell CFI. The concern that key executives would leave because of the uncertainty inherent in such a sale prompted CFI to sign several key executives to employment contracts. Because he had left his position as CFO, Connors was no longer considered a key executive and so was not offered one of these contracts. In late 1992, NationsBank agreed to purchase CFI. The sale eventually closed on February 1, 1993.

The purchase agreement reached between the parties required NationsBank to offer a comparable position to every active CFI employee for an employment period of sixty days with the same compensation. As part of the deal, as soon as CFI employees became NationsCredit ¹ employees after the closing, they would no longer be eligible to participate in any CFI benefits program, including the CFI retirement program. It is undisputed that the CFI retiree benefits program was far superior to the plan offered by NationsCredit and that the latter was substantially equivalent to the plan available to all other NationsBank employees.

On January 12, 1993, Major sent a "Q & A" letter to the 2000 current CFI employees containing information about the sale. Included in this memo was the fact that all employees would be offered employment with NationsCredit. The next day, CFI sent another letter to all retirement-eligible CFI employees, including Connors, outlining the differences between the retirement packages of CFI and NationsCredit and informing them that if they wanted to retire as CFI employees, they had to elect to do so before closing. This letter reiterated that every CFI employee who did not choose to retire from CFI before closing would be offered a position with NationsCredit. Connors made no effort to obtain any more information on the job offer from either CFI or NationsBank. Connors did not communicate with any representative of NationsBank about any matter relating to his employment, either before or after his retirement.

On January 28, 1993, Connors told CFI that he would retire before the sale. After Major was told of this decision, he called Connors and asked him if he was interested in working as a consultant until the pending projects were completed. Under this arrangement, Connors would retire from CFI and then work for NationsCredit as a consultant. This arrangement would likely have kept him working through June 1993. Connors rejected this consulting arrangement and wrote a letter to CFI characterizing his retirement as "involuntary." Connors was sixty-five years old.

Connors then sued, among others, NationsBank and CFI claiming that he had been discriminated against because of his age. The district court had subject matter jurisdiction over the ADEA claims pursuant to 29 U.S.C. § 626(c)(1) and 28 U.S.C. § 1331, and supplemental jurisdiction over the PHRA claims pursuant to 28 U.S.C. § 1367(a).

III.

When evaluating ADEA discrimination claims based on indirect evidence, we apply a "slightly modified version" of the three-step McDonnell Douglas shifting burden analysis developed by the Supreme Court for use in Title VII discrimination cases. Keller v. Orix Credit Alliance, Inc., 130 F.3d 1101, 1108 (3d Cir.1997) (en banc). Under McDonnell Douglas, Connors must first establish a prima facie case using indirect evidence by showing that he (1) was a member of a protected class, i.e., that he was over 40, (2) was qualified for the position at issue, (3) suffered an adverse employment action; and (4) was ultimately replaced, or the position was filled by, a younger person. The evidence must be "sufficient to convince a reasonable factfinder to find all of the elements of [the] prima facie case." Id. The district court found that Connors had failed to show a prima facie case because he did not produce evidence sufficient to convince a reasonable factfinder that he had established element (3), the existence of an adverse employment action. We agree. Because we too conclude that Connors fails at the first step, it is not necessary to analyze steps two and three of the McDonnell Douglas scheme. ²

Connors asserts that he established a prima facie case based on his claim that he suffered an adverse employment action because he was constructively discharged by CFI and NationsBank when they did not explicitly offer him a job at the takeover. The test applied to constructive discharge claims is objective whether a reasonable jury could conclude that CFI and NationsBank permitted conditions so unpleasant or difficult that a reasonable person would have felt compelled to resign. See Spangle v. Valley Forge Sewer Auth., 839 F.2d 171, 173 (3d Cir.1988).

Connors argues that such unpleasant or difficult conditions arose when he was forced to choose between retirement from CFI or an uncertain future at NationsCredit. Connors was given the choice of retiring as a CFI employee with all the attendant CFI retirement benefits or going to work as an employee of NationsCredit with NationsCredit benefits. Despite the claim in his resignation letter that his retirement was "involuntary," it is apparent from the record as a whole that Connors retired from CFI only after making an informed decision based on economic realities.

Connors's retirement letter reflects his decisionmaking process. He stated that:

[a]lthough I understand that all employees of CFI are to be offered positions in Nations Credit following the transfer ..., the benefits to myself as a CFI employee would be significantly less as an employee of[a NationsBank] entity. Specifically, the increased cost of health insurance and the loss of vehicle leasing and purchasing are...