DuBrul v. Citrosuco N. Am., Inc.

CourtUnited States District Courts. 6th Circuit. United States District Courts. 6th Circuit. Southern District of Ohio
Citation892 F.Supp.2d 892
Docket NumberCase No. 1:12cv25.
PartiesMichael DuBRUL, Plaintiff, v. CITROSUCO NORTH AMERICA, INC., et al., Defendants.
Decision Date04 September 2012

892 F.Supp.2d 892

Michael DuBRUL, Plaintiff,
CITROSUCO NORTH AMERICA, INC., et al., Defendants.

Case No. 1:12cv25.

United States District Court,
S.D. Ohio,
Western Division.

Sept. 4, 2012.

[892 F.Supp.2d 897]

Peter A. Saba, Sharon J. Sobers, Finney Stagnaro Saba & Patterson, Co.
L.P.A., Cincinnati, OH, for Plaintiff.

Kathryn Airth Terry, Kay L. Wolf, Ford & Harrison, LLP, Orlando, FL, Keith L. Pryatel, Kenneth M. Haneline, Kastner Westman & Wilkins LLC, Akron, OH, for Defendants.


MICHAEL R. BARRETT, District Judge.

This matter is before the Court on Defendants Citrosuco North America, Inc. and Secretary/Treasurer Plan Administrator Salary Continuation Plan's (collectively, “Defendants”) Motion to Dismiss. (Doc. 16).1 Plaintiff Michael DuBrul (“Plaintiff”) filed a response in opposition (Doc. 19), and Defendants filed their reply (Doc. 21). This matter is now ripe for review.


The relevant facts alleged in Plaintiff's Complaint and contained in the exhibits attached thereto are as follows:

A. Plaintiff's Employment with Citrosuco's Predecessor

Plaintiff began his employment with Juice Farms, Inc. (the “Corporation”) in 1984 as a director of sales. (Doc. 1, ¶ 7). Plaintiff became recognized as a key employee and as a member of a select group of highly compensated management employees. (Doc. 1, ¶ 8; Doc. 1–1, p. 1). On September 9, 1993, the Corporation entered into a Salary Continuation Agreement (“Agreement”) with Plaintiff. (Doc. 1–1). The same or a similar agreement was offered to only four other select highly compensated employees out of approximately 1,500 employees. (Doc. 1, p. 3).

Plaintiff and the Corporation entered into the Agreement as a means for the Corporation to “retain the valuable services and business counsel of” Plaintiff, to “induce [Plaintiff] to remain in his executive capacity with the Corporation,” and “to retain [Plaintiff] in order to prevent the substantial financial loss which the Corporation would incur if [Plaintiff] were to leave and were to enter the employment of a competitor.” (Doc. 1–1, p. 1). The Agreement states that the Corporation will provide Plaintiff with a payment of $57,059.00 annually for ten years after his retirement so long as Plaintiff remains employed with the Corporation until March 19, 2016 when he turns 65 years of age. (Doc. 1, p. 5; Doc. 1–1, §§ 1–2 and Schedule B). The Corporation retains the right to accelerate payment of the benefits owed without Plaintiff's consent. (Doc. 1–1, § 8). The benefits provided by the Agreement are unfunded and unsecured, and any assets used or acquired by the Corporation to satisfy its obligations under the Agreement are general assets of the Corporation subject to the claims of its creditors. (Doc. 1, ¶¶ 9–12, 20; Doc. 1–1, § 4).

To claim benefits under the Agreement, Plaintiff or the designated recipient must follow a claims procedure. (Doc. 1–1, § 3). Initially, Plaintiff or the designated recipient is required to make a written request to the named fiduciary who is the Secretary/Treasurer of the Corporation. (Doc. 1–1, § 3(a)-(b)). If the claim is denied in whole or in part, then Plaintiff or another claimant must be notified in writing with specified information about the denial within at least ninety days after the claim is received by the named fiduciary. (Doc. 1–1, §§ 3(c), (d)). Plaintiff then must be

[892 F.Supp.2d 898]

given a chance to appeal the denied claim by submitting a written appeal request to the named fiduciary within sixty days after the receipt of the denial. (Doc. 1–1, § 3(e)). The decision to hold a hearing to consider the appeal is within “the sole discretion” of the named fiduciary, whether or not such a hearing is requested by Plaintiff or his designated recipient. (Doc. 1–1, § 3(g)). A decision then shall be made “promptly” by the named fiduciary. (Doc. 1–1, § 3(d)-(h)).

The Agreement is not to “be deemed to create a contract of employment between the Corporation and the Employee and shall create no right in the Employee to continue in the Corporation's employ for any specific period of time, or to create any other rights in the Employee or obligations on the part of the Corporation, except as are set forth in this Agreement.” (Doc. 1–1, § 5(a)). The Agreement further indicates that the Corporation's right to terminate Plaintiff for cause shall not be restricted and that Plaintiff's right to terminate his employment shall not be restricted. (Doc. 1–1, § 5). “Cause” is defined as incompetence, insubordination, conviction of a felony, alcohol abuse which affects job performance, or drug addiction. (Doc. 1–1, § 5(b)).

The benefits to be provided to Plaintiff are to be independent of any other benefits received by Plaintiff. (Doc. 1–1, § 7). Specifically, the Agreement provides that:

The benefits payable under this Agreement shall be independent of, and in addition to, any other benefits or compensation, whether by salary, or bonus or otherwise, payable under any other employment agreements that now exist or may hereafter exist from time to time between the Corporation and [Plaintiff]. This Agreement between the Corporation and [Plaintiff] does not involve a reduction in salary or foregoing an increase in future salary by [Plaintiff]. Nor does the Agreement in any way affect or reduce the existing and future compensation and other benefits of [Plaintiff].

(Doc. 1–1, § 7). The Agreement is binding on the “recipients, beneficiaries, heirs, executors and administrators” of Plaintiff and “upon the successors and assigns of the Corporation.” (Doc. 1–1, § 7). Plaintiff designated his beneficiary as Susan S. DuBrul. (Doc. 1–1, Schedule A).

B. Assignment and Modification of the Agreement

On June 30, 2007, Juice Farms, Inc. merged into Citrus Coolstore, Inc. (Doc. 1, ¶ 21). Plaintiff, Juice Farms, Inc. and Citrus Coolstore, Inc. entered into a binding written modification of the Agreement whereby the parties agreed that the Agreement would be assigned to Citrus Coolstore, Inc. without triggering the accelerated vesting and funding of the payments set forth in the Agreement. (Doc. 1, ¶ 21; Doc. 1–2, pp. 1–2). The modification provided that Plaintiff would continue to be employed after the merger on the same terms as his current employment, including the Agreement as modified. (Doc. 1, ¶ 21; Doc. 1–2, pp. 1–2). In or about September 1997, Citrus Coolstore, Inc. changed its name to Citrosuco North America, Inc. ( i.e., Citrosuco). (Doc. 1, ¶ 24). Citrosuco remained bound by the Agreement and its modification. (Doc. 1, ¶ 24). Citrosuco's former President, Elliot Seabrook, referred to the Agreement as the “Golden Handcuff.” (Doc. 1, ¶ 20).

C. Plaintiff's Termination

Plaintiff remained employed with Citrosuco for over 18 years. (Doc. 1, ¶ 25). He had no intention to leave his employment prior to March 19, 2016. (Doc. 1, ¶ 25). Citrosuco, however, terminated Plaintiff effective October 15, 2011. (Doc. 1, ¶ 27). The expressed reason for terminating his

[892 F.Supp.2d 899]

employment was “industry conditions” and to help with “managing and reducing cost.” (Doc. 1, ¶ 27).

D. Plaintiff's Request for Compliance with Agreement

Pursuant to the Agreement, Plaintiff made a written request for compliance with the terms of the Agreement and for payment of damages for his termination. (Doc. 1, ¶ 28). His request was denied. (Doc. 1, ¶ 28). Plaintiff then exercised his right of appeal of the request for benefits, which also was denied. (Doc. 1, ¶ 28).

E. This Lawsuit

On January 11, 2012, Plaintiff filed this lawsuit. In his Complaint, he brings seven claims for relief. (Doc. 1). Count One is for a declaratory judgment relating to the Agreement. (Doc. 1, pp. 8–9). Count Two is for breach of employment contract for termination without cause. (Doc. 1, pp. 9–10). Count Three is for breach of employment contract for termination foreclosing salary continuation benefits. (Doc. 1, pp. 10–11). Count Four is in the alternative to Count Three, and is for a violation of the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. § 1132(a)(3), for loss of benefits under the Agreement. (Doc. 1, pp. 10–11). Count Five is in the alternative to Count Two, and is for violation of ERISA for loss of salary under the Agreement. (Doc. 1, pp. 12–13). Count Six is for promissory estoppel. (Doc. 1, pp. 13–14). Count Seven is for unjust enrichment. (Doc. 1, pp. 14). Defendants have moved to dismiss all seven of Plaintiff's claims pursuant to Federal Rule of Civil Procedure 12(b)(6). (Doc. 16).

II. LEGAL ANALYSISA. Motion to Dismiss Standard

Federal Rule of Civil Procedure 12(b)(6) authorizes dismissal of a complaint for “failure to state a claim upon which relief can be granted.” In reviewing a motion to dismiss, this Court must “ ‘construe the complaint in the light most favorable to the plaintiff, accept its allegations as true, and draw all reasonable inferences in favor of the plaintiff.’ ” Bassett v. NCAA, 528 F.3d 426, 430 (6th Cir.2008) (quoting Directv, Inc. v. Treesh, 487 F.3d 471, 476 (6th Cir.2007)).

“[T]o survive a motion to dismiss, a complaint must contain (1) ‘enough facts to state a claim to relief that is plausible,’ (2) more than ‘a formulaic recitation of a cause of action's elements,’ and (3) allegations that suggest a ‘right to relief above a speculative level.’ ” Tackett v. M & G Polymers, USA, LLC, 561 F.3d 478, 488 (6th Cir.2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 167 L.Ed.2d 929, passim (2007)). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (citing Twombly, 550 U.S. at 556, 127 S.Ct. 1955). Although the plausibility standard is not equivalent to a “ ‘probability requirement,’ ... it asks for more than a sheer possibility that a defendant has acted...

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