Kelly v. Chase Manhattan Bank

Decision Date17 July 1989
Docket NumberNo. 88 Civ. 3466(GLG).,88 Civ. 3466(GLG).
Citation717 F. Supp. 227
PartiesJames C. KELLY, Plaintiff, v. CHASE MANHATTAN BANK and Plan Administrator For the Chase Manhattan Retirement Plan, Defendants.
CourtU.S. District Court — Southern District of New York

Law Office of Stephen P. Horner, Wilton, Conn. (Stephen P. Horner, of counsel), for plaintiff.

Kent T. Stauffer, The Chase Manhattan Bank, N.A., Litigation Div., New York City (Jeanne C. Miller, of counsel), for defendants.


GOETTEL, District Judge:

I. Facts

The origin of this litigation can be found in the 1984 merger of Chase Manhattan Bank ("Chase") with Lincoln First Bank and its division National Bank of Westchester ("NBW"). The plaintiff began his employment with NBW in 1970 in the personnel department and ultimately rose to the position of Vice President. In or about 1982, the plaintiff transferred to the operations department of NBW, a position he held when the merger was announced in January 1984. NBW employees became Chase employees effective August 1, 1984.

After the merger, the plaintiff held the unique position of assisting in the integration of the Operations and Systems Department of NBW into Chase's existing operations. During the course of the integration, numerous meetings were held with former NBW employees in which assurances were allegedly made that people in general, and specifically the plaintiff, would not lose their jobs and would be placed elsewhere in Chase when the integration was complete.

In November 1985, the plaintiff was offered a full-time position as the human resources manager in his unit. The plaintiff accepted the position. Subsequently, the plaintiff was informed that the offer would be rescinded because the individual who held the job three months earlier, Linn Johnson, had returned to the position following a reorganization. In April 1986, the plaintiff was offered the position of Distribution Services Manager, and again the plaintiff accepted. Within a few weeks, this offer was also rescinded. The plaintiff continued an unsuccessful search for another job with Chase, knowing that his current job was of limited duration. In March 1987, when the integration was complete, the plaintiff was discharged. At the time of his discharge, the plaintiff was given a salary increase that he was scheduled to receive on March 1, 1987, and that had the effect of increasing his severance benefits.

On September 1, 1987, the plaintiff simultaneously filed a charge with the New York Human Rights Commission and the Equal Employment Opportunity Commission, claiming age discrimination.

In October 1987, a decision was made to offer the plaintiff reinstatement. Although the plaintiff indicated that he was accepting another offer of employment, Chase sent the plaintiff a written offer of two positions. Both offerings were for the position of human resource generalist, one in New York City and one on Long Island. Both positions carried the same salary and benefits as the plaintiff had been receiving in his prior position. One of the positions, however, would require the plaintiff to work under Linn Johnson, the individual to whom his first job offer had gone. Although the plaintiff asked for and received further details on the openings, he did not accept either job offer.

In October 1987, Chase instituted a voluntary retirement program to eligible employees who were employees in service on October 21, 1987.

The plaintiff commenced this action in May 1988 against Chase and Chase's Plan Administrator (collectively referred to as the "defendant") asserting claims under the Age Discrimination in Employment Act ("ADEA"), the Employee Retirement Income Security Act ("ERISA"), and state contract and tort law principles. The defendant moves for partial summary judgment.

II. Summary Judgment Standard

Fed.R.Civ.P. 56(c) provides that summary judgment is appropriate if "there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." The burden is on the moving party to demonstrate the absence of a material, factual dispute. Fed.R.Civ.P. 56(e); Adickes v. S.H. Kress & Co., 398 U.S. 144, 157, 90 S.Ct. 1598, 1608, 26 L.Ed.2d 142 (1970). If that burden is met, the non-moving party cannot simply rest on its complaint setting forth a valid cause of action. Fed.R.Civ.P. 56(e); First Nat'l Bank v. Cities Services Co., 391 U.S. 253, 289, 88 S.Ct. 1575, 1592, 20 L.Ed.2d 569 (1968). It "must set forth specific facts showing that there is a genuine need for trial," Fed.R.Civ.P. 56(e), and there must be more than merely "some metaphysical doubt as to those material facts." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 1355, 89 L.Ed.2d 538 (1986). In determining whether that burden is met, however, the court must draw all reasonable inferences and resolve all ambiguities in favor of the non-moving parties. United States v. Diebold, Inc., 369 U.S. 654, 655, 82 S.Ct. 993, 994, 8 L.Ed.2d 176 (1962) (per curiam). Nonetheless, the Supreme Court has affirmatively indicated its support for Rule 56 as an important procedural tool. See Celotex Corp. v. Catrett, 477 U.S. 317, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986).

III. Liability under the ADEA

The defendant moves for partial summary judgment on count one of the complaint alleging age discrimination. The defendant contends that because Chase unconditionally offered to reinstate the plaintiff to his choice of two positions and the plaintiff refused both positions, Chase has no liability for damages after October 21, 1987, the date of the offer. In Ford Motor Co. v. EEOC, 458 U.S. 219, 102 S.Ct. 3057, 73 L.Ed.2d 721 (1982), a case brought under Title VII, the Supreme Court stated that "a claimant's statutory obligation to minimize damages requires him to accept an unconditional offer of the job originally sought, even without retroactive seniority." Id. at 234, 102 S.Ct. at 3066. This principle has been applied to cases brought under the ADEA, and has been liberalized to include offers of a "substantially equivalent" job. Dominic v. Consolidated Edison Co., 822 F.2d 1249, 1258 (2d Cir.1987).

The defendant contends that the two positions offered to the plaintiff were substantially equivalent to the plaintiff's prior position in that they carried the same salary and benefits. See Cowen v. Standard Brands, Inc., 572 F.Supp. 1576, 1581 (N.D. Ala.1983) (job carrying same salary and fringes is, "in the legal sense `comparable'"). The plaintiff argues, however, that the proposed jobs involved greatly decreased responsibilities and were performed by personnel with lower grade levels than the plaintiff. Consequently, the plaintiff argues, he was not required to accept the offers of employment. See Braddy v. Jersey Shore Medical Ctr., 44 Fair Empl.Prac.Cas. 149, 1987 WL 13002 (D.N.J.1987) (plaintiff "not, as part of the duty of mitigation, required to go into another line of work, accept a demotion or take a demeaning position"). Although the Second Circuit does not appear to have delineated the appropriate measure of "substantially equivalent" work, we think it clear that it is a question of fact properly reserved for the jury. See EEOC v. Exxon Shipping Co., 745 F.2d 967, 978 (5th Cir. 1984); Braddy v. Jersey Shore Medical Ctr., 44 Fair Empl.Prac.Cas. 149 (D.N.J. 1987). An assessment of the responsibilities and benefits of the jobs offered as compared with the job previously held by the plaintiff is necessarily an issue of fact, inappropriate for summary judgment. Partial summary judgment on this count is, therefore, denied.

IV. Administration of Chase's Profit-Sharing Plan

Counts eight and nine of the plaintiff's complaint allege violations of ERISA sections 502(a)(1)(B) and 502(e)(1) for failure to make profit-sharing payments to the plaintiff during the first two years of his employment with Chase. 29 U.S.C. §§ 1132(a)(1)(B), 1132(e)(1). Chase's written profit-sharing plan mandates a two-year waiting period for participation by employees hired after January 1, 1983. Nevertheless, the plaintiff argues that Chase orally promised to provide him with profit-sharing payments as of the starting date of his Chase employment.

ERISA requires that "every employee benefit plan shall be established and maintained pursuant to a written instrument." 29 U.S.C. § 1102(a)(1). It was Congress' clear intention that official plan documents exclusively govern both the employer's obligations and the employee's entitlement under the benefit plans. Moore v. Metropolitan Life Ins. Co., 856 F.2d 488, 492 (2d Cir.1988). Indeed,

were all communications between an employer and plan beneficiaries to be considered along with the SPDs summary plan descriptions as establishing the terms of a welfare plan, the plan documents and the SPDs would establish merely a floor for an employer's future obligations. Predictability as to the extent of future obligations would be lost, and, consequently, substantial disincentives for even offering such plans would be created.

Id. Consequently, any oral statements made to the plaintiff indicating that he would receive profit-sharing benefits immediately upon commencement of his employment with Chase are insufficient to alter the clear language of the ERISA plan. "Absent a showing tantamount to proof of fraud, an ERISA welfare plan is not subject to amendment as a result of informal communications between an employer and plan beneficiaries." Id. No such showing has been made here. Consequently, summary judgment is granted to the defendant on counts eight and nine of the complaint.

V. Discriminatory Discharge Under ERISA

The plaintiff, in count thirteen of the complaint, alleges that Chase fired him to prevent him from participating in Chase's...

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