Pizzuti v. Polaroid Corp., 92-1947

• Decision Date: 08 December 1992
• Docket Number: No. 92-1947,92-1947
• Citation: 985 F.2d 13
• Parties: 16 Employee Benefits Cas. 1728 Donato F. PIZZUTI, Plaintiff, Appellant, v. POLAROID CORPORATION, Defendant, Appellee. . Heard
• Court: U.S. Court of Appeals — First Circuit

Page 13

985 F.2d 13

16 Employee Benefits Cas. 1728

Donato F. PIZZUTI, Plaintiff, Appellant, v. POLAROID CORPORATION, Defendant, Appellee.

No. 92-1947.

United States Court of Appeals First Circuit.

Heard Dec. 8, 1992.

Feb. 4, 1993.

Joseph J. Brodigan, with whom William D. Gardiner, James M. Langan, and Langan, Dempsey & Brodigan, Boston, MA, were on brief, for plaintiff-appellant.

Francis H. Fox, with whom Scott C. Moriearty, Marianne Meacham and Bingham, Dana & Gould, Boston, MA, were on brief, for defendant-appellee.

Before TORRUELLA, Circuit Judge, BOWNES, Senior Circuit Judge, and STAHL, Circuit Judge.

TORRUELLA, Circuit Judge.

This appeal arises out of a summary judgment granted on behalf of Polaroid Corporation ("Polaroid") dismissing a breach of contract action brought by a former employee, Donato F. Pizzuti ("Pizzuti"). ¹ We affirm.

The crux of the lawsuit concerns the interpretation of Polaroid's Profit Sharing Retirement Plan (the "Retirement Plan") as well as that company's Employee Incentive Compensation Plan (the "Bonus Plan") with respect to Pizzuti's contention that Polaroid's employer contributions from April, 1976 to January, 1986 were undersubscribed. Pizzuti based this contention on the winning and eventual settlement of a patent infringement suit by Polaroid against Eastman Kodak Co. ("Kodak") pursuant to which Kodak paid approximately $925 million in cash and short-term securities to Polaroid for infringements occurring from 1976 through 1986. Pizzuti contends that those payments require the restatement of Polaroid's profits for those years and in turn the payment of the additional benefits and bonuses that would have been received from these additional receipts.

Although Pizzuti objects to the granting of summary judgment, we believe otherwise. This is a classic case for summary judgment: no material facts are in dispute and disposition is dependent only on the legal interpretation of the Retirement and Bonus Plans. See Fed.R.Civ.P. 56. The standard of review of the district court's decision is de novo, as only issues of law are involved. ITT Corp. v. LTX Corp., 926 F.2d 1258, 1261 (1st Cir.1991).

The Retirement Plan is a contribution plan as defined in § 3(34) of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, 29 U.S.C. § 1002(34), and is thus subject to construction pursuant to federal common law. Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 110, 109 S.Ct. 948, 954, 103 L.Ed.2d 80 (1989). In construing ERISA-governed plans, we apply "common-sense canons of contract interpretation." Wickman v. Northwestern Nat'l Ins. Co., 908 F.2d 1077, 1084 (1st Cir.) (quoting Burnham v. Guardian Life Ins. Co., 873 F.2d 486, 489 (1st Cir.1989)), cert. denied, 498 U.S. 1013, 111 S.Ct. 581, 112 L.Ed.2d 586 (1990). Although the Bonus Plan is governed by Massachusetts law, the standard of interpretation is similar, requiring the court to give nonambiguous terms their usual and ordinary meaning. Ober v. National Casualty Co., 318 Mass. 27, 30, 60 N.E.2d 90, 91 (1945).

A reading of the Plan leads us to the same conclusion reached by the district court: "[n]othing in the language of either plan requires Polaroid to revisit a previously-determined net profit and recalculate that figure based upon gains or losses resulting from subsequent litigation, or any other source." Pizzuti v. Polaroid Corp., No. 91-13018-H, slip op. at 2, 1992 WL 465036 (D.Mass. July 9, 1992). Section 3.01 of the Retirement Plan provides:

[T]he term "net profit" for any Plan Year shall mean the total on a consolidated basis of the net earnings of [Polaroid and its subsidiaries] for such year (excluding gains from the sale, exchange or...