Graham v. Texasgulf, Inc.

• Citation: 662 F. Supp. 1451
• Decision Date: 18 June 1987
• Docket Number: Civ. No. B-85-479.
• Parties: Lynnette E. GRAHAM, Plaintiff, v. TEXASGULF, INC., and Elf Aquitaine, Inc., Defendants.
• Court: U.S. District Court — District of Connecticut

662 F. Supp. 1451

Lynnette E. GRAHAM, Plaintiff, v. TEXASGULF, INC., and Elf Aquitaine, Inc., Defendants.

Civ. No. B-85-479.

United States District Court, D. Connecticut.

June 18, 1987.

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Judith P. Vladeck, and David Bruce Goldin, Vladeck, Waldman, Elias & Engelhard, P.C., New York City, for plaintiff.

Gary A. MacMillan, Margaret A. Sheahan, Cummings & Lockwood, Stamford, Conn., for defendants.

AMENDED MEMORANDUM OF DECISION

DALY, Chief Judge.

Plaintiff, Lynnette E. Graham, brought this action against the defendants Texasgulf, Inc. and its parent, Elf Aquitaine, Inc., to remedy alleged sex discrimination in employment in violation of Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., and the Equal Pay Act of 1963, 29 U.S.C. § 206(d)(1), and to remedy alleged breach of contract and failure to pay wages upon termination of employment. In advance of the trial before the Court the parties submitted proposed findings of fact and conclusions of law. The Court is compelled to note that these submissions are less than comprehensive in setting forth the applicable case law in an area that is not infrequently litigated. After the submission of the plaintiff's case the plaintiff voluntarily dismissed her claim of failure to pay wages upon termination. Defendant then moved pursuant to Fed.R. Civ.P. 41(b) to dismiss plaintiff's remaining claims. That motion was granted.^*

FINDINGS OF FACT

The Plaintiff, Lynnette E. Graham ("Graham"), is a female and a native and citizen of Australia who, for the most part, has resided in the United States and Canada since 1976. After receiving a Bachelor of Laws degree from the University of Sydney in 1967 she was admitted to practice as a solicitor in Australia and practiced there until 1975.¹ While a practicing solicitor, Graham engaged in a variety of legal work, including real estate and mortgage, corporations, leases, negotiations, as well as the processing of loans. In 1976 Graham moved to New York with her husband and enrolled in a post-baccalaureate law program at New York University Law School from where she received a Masters of Law degree in tax in 1977. Following her graduation from that program she commenced a job search which led her to W.H. Eolis, Inc., an attorney placement firm known for its placement of female professionals.² Eolis referred Graham to the Law Department of the defendant, Texasgulf, Inc., located in Stamford, Connecticut. At that time, Texasgulf was soliciting applications for an attorney to specialize in tax law.

Texasgulf is a Delaware corporation whose principal place of business is Stamford. It is primarily engaged in the development and production of chemicals, metals, and energy sources. Texasgulf enjoyed relative prosperity until the early portion of this decade at which time a variety of internal and external events precipitated a marked decline in its business. One of these events was the tragic crash of an airplane carrying virtually all of the members of the top management of Texasgulf. Another series of events, manifested by a marked decline throughout the industry, caused a drop in prices as well as an overall weakening of Texasgulf. This fortuitous posture made Texasgulf ripe for acquisition, and in 1982, the defendant, Elf Aquitaine, also a Delaware corporation with its principal place of business in Stamford, acquired Texasgulf.

In 1977 the Texasgulf Law Department was comprised of attorneys in Stamford working at the corporation's headquarters, and attorneys working at the sites of the corporation's operations in Raleigh, North Carolina, and Houston, Texas. At the time, and throughout the events in question, Earl Huntington ("Huntington"), the Vice President and General Counsel, was the head of the Law Department. There were several other attorneys who worked with him in the Stamford office, including Charles Wilder ("Wilder") who was Assistant General Counsel. Each of the attorneys in the Stamford office had been hired to perform a primary function in a particular field of law such as patent, antitrust, tax, corporate, international, or natural resource exploration. Although the Law Department retained outside counsel when court appearances were necessary, they had all, except for Graham, been admitted to the bar of at least one jurisdiction within the United States.³ Each attorney besides Graham had also completed at least several years of work experience in the United States that was associated with the primary function they were to serve at Texasgulf. See Plaintiff's Exhibits 8-15 (resumes of the members of the Law Department).

In 1977, tax matters in the Law Department were under the auspices of Meredith Crawford ("Crawford"), who at the time held the position of Senior Counsel. After consulting with the other members of the Law Department a decision was reached by Huntington to hire another attorney who specialized in tax matters to assist Crawford. For a variety of reasons Huntington decided that it would be in the interest of the corporation to seek affirmatively to hire a female. Among these reasons was the fact that no female had yet been employed in the Law Department. Wilder thought the position of tax counsel particularly appropriate for a female because it was a quasi-scholarly braintrust position which did not require a lot of "wandering in the wilderness" that might be required of counsel for mining matters. Crawford was also amenable to the hiring of a female assistant.

Texasgulf then employed Eolis, a deviation from its normal practice when soliciting applicants, demonstrated by the fact that only one female was known to have been interviewed by the Law Department between 1970-1975. During the course of her two interviews at Texasgulf, Graham was asked questions with regard to her Australian credentials, her opinion about the proposed Equal Rights Amendment, and her marital status. Sometime after the interviews of Graham and several other candidates, Huntington called Graham and offered her the position as Counsel for tax matters. Before accepting, Graham was informed that she was to wear skirts to work rather than slacks, and she was asked to use her marital surname in her profession.

Graham commenced work at the Law Department in January, 1978, primarily as assistant to Crawford. In addition to tax matters, Graham eventually assumed duties which involved employee benefits and certain leasing arrangements. Graham continued in that position until early 1981 when, following the death of Crawford, she was promoted to his former position as Senior Counsel. She moved into Crawford's old office where she eventually assumed all of his old duties including treasury matters. Besides Crawford's death, the need to make personnel shifts required Graham to assume these added responsibilities.

Until the last several weeks of Graham's tenure at Texasgulf it appears that she performed well and maintained a harmonious and close relationship with most of her colleagues. Each attorney's performance was periodically evaluated and rated by his or her supervisor. Whatever rating system was used, Graham consistently received high scores, often higher than the scores of most of her male colleagues.

Graham's attendance record was good except for involuntary absences on two occasions. On one of those occasions it was necessary to reassign one of Graham's projects to Andrews, another member of the Law Department. On the other occasion, Graham either worked out of her home or came into the office on a part-time basis over the course of a few months. Wilder had no concern of any relapses of the illnesses that caused these absences, but there was some concern of some side effects that she had suffered (i.e., a lower energy level and a loss of concentration).

The untimely loss of top management, as well as a period of economic decline in the marketplace precipitated drastic organizational changes and at least three personnel reductions at Texasgulf. The first change was marked by the acquisition of Texasgulf by Elf Aquitaine.

In December, 1981 the Law Department consisted of the General Counsel, the Deputy General Counsel, and seven other attorneys who had the title of Senior Counsel. In January, 1982 one of the two Counsels who had been assigned to environmental matters left voluntarily. In April, 1982 Texasgulf initiated the first work force reduction that effected the Law Department. Although no one was laid off, there were some reassignments. For one, Lowell Williams, the Senior Counsel assigned to International matters at the Stamford office was reassigned to the Paris office of Elf Aquitaine's parent company, Societe Nationale Elf Aquitaine. Shortly thereafter, Gordon Andrews, the Senior Counsel who, prior to the takeover, had been assigned to corporate and securities regulation, was reassigned the legal work of a subsidiary of Elf Aquitaine headquartered in New Jersey. This reassignment forced Andrews to virtually relocate to that office. Consequently, Graham was forced to assume some of Andrew's duties that related to certain financial matters.

Graham was also involved in this work reduction at Texasgulf in that she prepared a memo to those members of the Texasgulf staff who were to be laid off which explained employee and severance benefits. Included in this memo was the statement that some severance benefits were conditioned upon the signing of a release. Incidentally, when asked to sign a similar release upon her own departure, Graham refused.

In the Fall of 1982, the second reduction in force occurred at Texasgulf which directly affected the Stamford headquarters staff. The Elf Aquitaine official charged with the supervision of Texasgulf, Michel Schneider-Maunoury was persuaded to prevent a reduction from directly impacting upon the Law Department. This proved only a short reprieve for the Law Department, for in the Summer of 1983 yet a third...