Elliott v. EQT Corp.
| Decision Date | 26 November 2019 |
| Docket Number | No. 2:16-cv-00145,2:16-cv-00145 |
| Parties | PHILLIP G. ELLIOTT, Plaintiff v. EQT CORPORATION and EQT CORPORATION SEVERANCE PAY PLAN, Defendants |
| Court | U.S. District Court — Western District of Pennsylvania |
(Judge Kane)
Before the Court is Defendants EQT Corporation ("Defendant EQT") and EQT Corporation Severance Pay Plan ("Defendant Pay Plan")'s motion for summary judgment.1 (Doc. No. 41.) For the reasons that follow, the Court will grant in part and deny in part the motion.
Plaintiff Phillip Elliott ("Plaintiff") was employed by Defendant EQT from March of 1997 until 2015, beginning as a business analyst and subsequently receiving various promotions. (Doc. No. 53 ¶¶ 1-2.) Specifically, in 2010, Plaintiff was promoted to the position of Treasurer, and in this capacity, Plaintiff reported to Philip Conti ("Mr. Conti"), who at that time served asDefendant EQT's Chief Financial Officer ("CFO"). (Id. ¶ 4.) In 2013, Plaintiff was then promoted to Senior Vice President of Strategic Planning, Land, and Commercial Analysis for EQT's Midstream Business ("EQT Midstream"). (Id. ¶ 5.) EQT Midstream - a subsidiary of Defendant EQT - deals mainly with "gathering and transporting primarily natural gas and then redistributing the product to a variety of different markets throughout the United States." (Id. ¶ 6.)
At the time Plaintiff was promoted to Senior Vice President for EQT Midstream, Conti acted as "CFO for the entire company, including for EQT Midstream." (Id. ¶ 7.) At this time, EQT Midstream's CEO was David Porges ("Mr. Porges"). (Id.) In his capacity as Senior Vice President for EQT Midstream, Plaintiff reported to Randy Crawford ("Mr. Crawford"), who served as the President of EQT Midstream at that time. (Id. ¶ 5.) Mr. Crawford, in turn, reported to Mr. Porges. (Id. ¶ 8.) For the calendar year 2013, Mr. Conti and Mr. Crawford evaluated Plaintiff's performance, and in doing so, gave Plaintiff a favorable review. (Id. ¶ 9.) Plaintiff similarly received a favorable performance review for the calendar year 2014, during which time Mr. Crawford evaluated Plaintiff. (Id. ¶ 10.)
At all relevant times, Defendant EQT had in place "an ERISA-governed welfare benefit plan" (the "Plan"), which "is part of the EQT Corporation Comprehensive Welfare Plan for Unfunded Benefits." (Id. ¶ 68.) In pertinent part, the Plan "provides severance benefits to eligible employees whose employment is terminated by [Defendant] EQT as a result of": (1) "full or partial shutdown of a facility, department or other business unit"; (2) "position elimination due to reorganization or lack of work"; (3) "sale and/or consolidation of business units"; or (4) "other circumstances, such as performance reasons, which merit payment of severance benefits as determined by [Defendant] EQT in its sole discretion." (Id. ¶ 69.)Additionally, the Plan "states that no benefits shall be payable to a Participant whose termination of employment is the result of, among other things, a 'voluntary resignation or retirement by such Participant.'" (Id. ¶ 70).
Pursuant to the Plan, the Plan Administrator and Appeals Committee are given "complete discretionary authority . . . to, among other things, determine eligibility for benefits in accordance with the provisions of the Plan and to construe the Plan." (Id. ¶ 77.) Such authority "includes the ability to determine whether a claimant is eligible for benefits, as well as the time, manner, and mode of distribution." (Id.) Furthermore, the Plan expressly states the following:
[T]he Appeals Committee will act as trier of fact and thereby shall have the power and full discretionary authority to determine facts and to apply the same to the Claim. In making a determination as to any Claim which involves an interpretation of the terms of the Plan, the Appeals Committee in the exercise of its discretion shall have the authority to determine the intent of the Company in its establishment of the Plan . . . The decision of the Appeals Committee shall be final and conclusive as to all facts and all interpretations of the terms of the Plan, its operations, and the benefits intended to be provided and shall not be reversed unless found by a court of competent jurisdiction to be arbitrary and capricious.
(Id. ¶ 78) (alteration and omission in original).
In addition, Plaintiff and Defendant EQT previously "entered into a Confidentiality, Non-Solicitation and Non-Competition Agreement . . . as of September 8, 2008, which was amended twice" and "provide[d] 12 months of payments at [] Plaintiff's base salary and certain benefits if his employment with [Defendant] EQT is terminated by [Defendant] EQT for any reason other than 'Cause' or if Plaintiff terminated his employment . . . for 'Good Reason.'" (Id. ¶ 80).3 The Non-Compete Agreement defined "Good Reason" as: "termination of employment by the Employee within ninety (90) days after: (i) being demoted, or (ii) being given notice of a reduction in his or her annual base salary (other than a reduction of not more than 10%applicable to all senior officers of the Company)." (Id. ¶ 81.) Additionally, the Non-Compete Agreement defined "Cause" as follows: "(i) the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, (ii) willful and repeated failures to substantially perform his assigned duties; or (iii) a violation of any provision of this Agreement or express significant policies of the Company." (Doc. No. 44-1 at 104.)
While employed as the Senior Vice President of EQT Midstream, Plaintiff hoped "that at some point in the then near future that [Mr. Porges] would approve appointing a CFO of its own for EQT Midstream, rather than having the CFO of [Defendant] EQT serve as the CFO for EQT Midstream." (Doc. No. 53 ¶ 11.) Plaintiff - who ultimately sought the position of CFO as a career goal - "wanted a clear path to becoming CFO of EQT Midstream." (Id. ¶¶ 15-16.) Mr. Crawford informed Plaintiff "that he would push to get Plaintiff appointed as CFO of EQT Midstream and that if he were unsuccessful in doing so, he [] would 'package' Plaintiff out of EQT" in the event Plaintiff no longer sought to remain an EQT employee. (Id. ¶ 12.) Plaintiff understood the term "package out" to mean he would be provided with a severance package upon the end of his employment with Defendant EQT. (Doc. No. 44-1 at 58:8-16, 100.)
In the course of his employment with Defendant EQT, Plaintiff had various discussions with Mr. Crawford in which he made known his desire to advance to a CFO position. Plaintiff stated that he and Mr. Crawford had several conversations about Plaintiff being "packaged out" of the company during the fall of 2014. (Id. at 19:6-16.) Specifically, Mr. Crawford testified that around late 2014, Plaintiff informed him that he sought the position of CFO with a corporation generally or with EQT Midstream - and that "he felt that he deserved that [position]and he wanted to move into that position." (Doc. No. 44-2 at 10:4-9.) Mr. Crawford further testified that in response, he informed Plaintiff that he "didn't believe the corporation was prepared to name him to that position at this time, but [he] would take it further up and make it known that that's what [Plaintiff] would like to be able to achieve currently, at that time." (Id. at 10:10-14.) Mr. Crawford then relayed this information to Mr. Porges, who, according to Mr. Crawford, "ultimately makes that decision" and "took it under advisement and considered it." (Id. at 10:21-22, 11:2-3.)
Following this conversation with Plaintiff, Mr. Crawford had a discussion with Mr. Porges in which Mr. Porges informed him "that the corporation wasn't ready at this point in time to make a change in the CFO role and that it just wasn't, at this time, the opportunity [for him] . . . to make that change" and, accordingly, Mr. Crawford communicated that information to Plaintiff. (Id. at 11:23-25, 12:1-2.)4 In so doing, Mr. Crawford advised Plaintiff "[t]o be patient[,]" adding that the company thought highly of Plaintiff and had favorable views as to his work performance. (Id. at 13:14-17.) Plaintiff described his reaction to learning such information from Mr. Crawford as follows: (Doc. No. 44-1 at 17:19-25.) According to Plaintiff, after learning that the EQT leadership were not inclined tocreate a CFO position for EQT Midstream, Plaintiff and Mr. Crawford agreed that Mr. Crawford would communicate with Human Resources on behalf of Plaintiff "right after the bonus awards [were administered] in February [of the next year] and that [Mr. Crawford]" would effectively transition [Plaintiff] out of the position and we could all be happy." (Id. at 22:18-22.) Mr. Crawford then conveyed this information to Charlene Petrelli ("Ms. Petrelli"), Defendant EQT's Chief Human Resources Officer. (Doc. No. 44-2 at 14:21-24.)
In December of 2014, Plaintiff completed work on EQT Midstream's 2015 business plan, which was scheduled to be presented that same month. (Doc. No. 44-1 at 57:11-15.) Subsequently, in January of 2015, Plaintiff began looking for employment outside of EQT, testifying that around this time, Mr. Crawford had indicated to him that there was "no reason" and "no purpose" for Plaintiff to attend certain EQT meetings, which Plaintiff testified was the result of Mr. Crawford's intent to "package [Plaintiff] out" upon the end of his employment with Defendant E...
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