Equal Emp't Opportunity Comm'n v. Allstate Ins. Co.
| Citation | 778 F.3d 444,31 A.D. Cases 381 |
| Decision Date | 13 February 2015 |
| Docket Number | No. 14–2700.,14–2700. |
| Parties | EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, Appellant v. ALLSTATE INSURANCE COMPANY. |
| Court | United States Courts of Appeals. United States Court of Appeals (3rd Circuit) |
Paul D. Ramshaw, [Argued], Equal Employment Opportunity Commission, Washington, DC, C. Felix Miller, Equal Employment Opportunity, Commission, St. Louis, MO, Iris A. Santiago–Flores, Equal Employment Opportunity Commission, Philadelphia, PA, for Plaintiff–Appellant.
Donald R. Livingston, [Argued], Akin, Gump, Strauss, Hauer & Feld, Washington, DC, Katherine M. Katchen, Akin, Gump, Strauss, Hauer & Feld, Philadelphia, PA, Richard C. Godfrey, Jordan M. Heinz, Sallie G. Smylie, Kirkland & Ellis, Chicago, IL, Erica Zolner, Kirkland & Ellis, New York, NY, for Defendant–Appellee.
Rae T. Vann, Norris, Tysse, Lampley & Lakis, Washington, DC, for Amici Curiae in Support of Defendant–Appellee.
Before: HARDIMAN, SCIRICA and BARRY, Circuit Judges.
This appeal comes to us following a summary judgment entered by the United States District Court for the Eastern District of Pennsylvania in favor of Allstate Insurance Company. In 1999, Allstate decided to reorganize its business and terminate the at-will employment contracts of some 6,200 sales agents, offering them the opportunity to work as independent contractors. As a condition of becoming independent contractors, agents were required to sign a release waiving existing legal claims against Allstate. The Equal Employment Opportunity Commission sued Allstate, claiming that the company violated federal antiretaliation laws. The District Court disagreed and the EEOC appealed. We will affirm.
As the District Court rightly noted, the history of this case is “lengthy and convoluted.” Romero v. Allstate Ins. Co., 1 F.Supp.3d 319, 332 (E.D.Pa.2014). We won't repeat that history in full because it is so thoroughly explained in Judge Buckwalter's tour de force in Romero and in his opinion now under review. See Romero v. Allstate Ins. Co. (EEOC), 3 F.Supp.3d 313 (E.D.Pa.2014). Instead, we shall summarize the facts relevant to this appeal.
Over the past thirty years, Allstate has changed the way it sells insurance. In the early 1980s, agents worked out of Sears stores or company-owned offices under an employment contract designated R830. Allstate introduced the Neighborhood Office Agent Program in 1984, purportedly because it faced “flat productivity and the aggressive use of local independent contractor sales agents by its competitors.” Allstate Br. 7. New agents hired pursuant to the Neighborhood Program signed a contract designated R1500, while existing agents had the choice of transferring to that contract or continuing their employment under the R830 contract. The Neighborhood Program allowed agents to secure their own office space, manage their own expenses, and invest money in their agencies; it did not give them transferable interests in their accounts, however, which remained the property of Allstate. Under both the R830 and R1500 contracts, Allstate agents were at-will employees and were not entitled to any severance pay in the event that they were “terminated under the terms of any group reorganization/restructuring benefit plan or program[.]” Romero, 1 F.Supp.3d at 336, 397–98.
In 1990, the company introduced a third business model, the Exclusive Agency Program, pursuant to which all new Allstate agents worked as independent contractors under a contract called R3001. In that capacity, Allstate agents had transferable property interests in their books of business and earned higher commissions than the R830 and R1500 employee agents, but they were neither reimbursed for office expenses nor provided employee benefits. Existing employees had the opportunity to apply to convert to independent contractor status as part of the Exclusive Agency Program, but they received no conversion bonus and had to repay any outstanding office expenses advanced by Allstate. They did, however, gain property rights in the accounts they serviced as employee agents, which became transferable after five years.
According to Allstate, the Exclusive Agency Program emerged as the company's most productive business model. Meanwhile, a settlement between Allstate and the Internal Revenue Service required Allstate to more closely supervise the operations of its Neighborhood Program agents in order to preserve their status as employees for tax purposes. Concerned about the inefficiency of running several different agency programs, Allstate decided to shift completely to the independent contractor model and abandon the R830 and R1500 programs. Accordingly, in November 1999, the company announced its Preparing for the Future Group Reorganization Program, pursuant to which some 6,200 employee agents would be terminated the following year.
In connection with their termination, the employee agents were offered four choices: (1) conversion to independent contractor status (the Conversion Option); (2) $5,000 and an economic interest in their accounts, to be sold by September 2000 to buyers approved by Allstate (the Sale Option) (3) severance pay equal to one year's salary (the Enhanced Severance Option); or (4) severance pay equal to thirteen weeks' pay (the Base Severance Option). Employees who chose the Conversion Option received a bonus of at least $5,000, were not required to repay any office-expense advances, and acquired transferable interests in their business two years after converting. All employees who chose not to convert and left the company were bound by noncompetition covenants in the original R830 and R1500 contracts.
Allstate required those who selected any of the first three options to sign a release of all legal claims against the company related to their employment or termination, including discrimination claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (ADEA), and the Americans with Disabilities Act (ADA).1 The Release covered only claims that had accrued by the time the terminated employees signed it, not future claims, and it did not bar them from filing charges with the EEOC, which many did. Almost all the terminated employee agents signed the Release, and thousands of them chose the Conversion Option.
Despite Allstate's efforts to avoid litigation, several former employee agents filed individual and putative class actions in the District Court seeking to invalidate the Release and alleging discriminatory discharge, retaliation, ERISA violations, breach of contract, and breach of fiduciary duty. Romero, 1 F.Supp.3d at 358. The EEOC filed a civil action of its own that sought a declaratory judgment invalidating the Release on the ground that Allstate illegally retaliated against its employee agents by allowing them to continue their careers with the company only if they waived any discrimination claims. Id. The District Court granted summary judgment to Allstate in both cases, Romero v. Allstate Ins. Co., 2007 WL 1811197 (E.D.Pa. June 20, 2007), but we vacated those rulings because they were inadequately reasoned and insufficiently supported by evidence in the record, Romero v. Allstate Ins. Co., 344 Fed.Appx. 785 (3d Cir.2009) (per curiam). We remanded and ordered that the cases be reassigned to a different district judge and that the parties be permitted to conduct further discovery. Id. at 788, 790.
On remand, the district judge to whom the cases were reassigned consolidated the cases for administrative purposes and heard new motions for summary judgment. Romero, 1 F.Supp.3d at 360. In an opinion concerning the employee agents' claims, the District Court granted Allstate summary judgment in part but held that trial was needed to determine whether the Release was signed knowingly and voluntarily and whether it was unconscionable. Romero, 1 F.Supp.3d at 419. In a separate opinion, the District Court granted Allstate summary judgment in the Commission's retaliation suit. EEOC, 3 F.Supp.3d at 316. The District Court rejected each of the Commission's theories of retaliation, holding that Allstate's requirement that agents choosing the Conversion Option waive their claims was not facially retaliatory because the policy did not discriminate on the basis of any protected trait, id. at 326 ; and that Allstate had not specifically retaliated against agents who spurned the Release because, among other reasons, refusing to sign a release did not constitute “protected activity” under the antiretaliation statutes, id. at 329–30.2 The EEOC filed this timely appeal.
The District Court had subject matter jurisdiction under 28 U.S.C. §§ 1331 and 1345. Our jurisdiction is based on 28 U.S.C. § 1291.3
Exercising plenary review over the District Court's summary judgment, we will affirm only if, viewing “the underlying facts and all reasonable inferences therefrom in the light most favorable to the party opposing the motion,” we conclude that a reasonable jury could not rule for the nonmoving party. Blunt v. Lower Merion Sch. Dist., 767 F.3d 247, 265 (3d Cir.2014) (quoting Pa. Coal Ass'n v. Babbitt, 63 F.3d 231, 236 (3d Cir.1995) ).
Title VII, the ADEA, and the ADA proscribe discrimination in employment based on several personal characteristics. See 42 U.S.C. § 2000e–2(a) (); 29 U.S.C. § 623(age) ; 42 U.S.C. § 12112 (disability). They also prohibit employers from retaliating against employees who oppose or complain about discriminatory treatment. See Burlington N. & Santa Fe Ry. Co. v. White, 548 U.S. 53, 126 S.Ct. 2405, 165 L.Ed.2d 345 (2006). The antiretaliation provisions “are nearly identical,” and “precedent interpreting any one of these statutes is equally relevant to interpretation of the others.” Fogleman v. Mercy Hosp., Inc., 283 F.3d 561, 567 (3d Cir.2002). Employers may not “discriminate against any individual...
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