Romero v. Allstate Ins. Co.

• Decision Date: 10 November 2015
• Docket Number: NO. 01-7042,CONSOLIDATED WITH NO. 01-6764,CIVIL ACTION NO. 01-3894,01-7042
• Citation: Romero v. Allstate Ins. Co., 143 F.Supp.3d 271 (E.D. Pa. 2015)
• Parties: Gene R. Romero, et al., Plaintiffs, v. Allstate Insurance Company, et al., Defendants.
• Court: U.S. District Court — Eastern District of Pennsylvania

143 F.Supp.3d 271

Gene R. Romero, et al., Plaintiffs,

v.Allstate Insurance Company, et al., Defendants.

CIVIL ACTION NO. 01-3894

CONSOLIDATED WITH NO. 01-6764

NO. 01-7042

United States District Court, E.D. Pennsylvania.

Signed November 10, 2015

Filed November 12, 2015

John V. Gorman, Coleen M. Meehan, David W. Marston, Jr., Jacqueline C. Gorbey, James P. Walsh, Jr., K. Catherine Roney, Marisel Acosta, Paul Anton Zevnik, William P. Quinn, Jr., Morgan Lewis & Bockius, Philadelphia, PA, Mary Ellen Signorille, Aarp Foundation Lit. (AFL), Michael D. Lieder, Sprenger & Lang, Michael Wilson, Morgan Lewis & Bockius LLP, Washington, DC, Steven H. Doto, Lauletta, Birnbaum, LLC., Turnersville, NJ, Brian M. Ercole, Morgan Lewis, Miami, FL, for Plaintiffs.

John B. Langel, Ballard Spahr Andrews & Ingersoll LLP, Katherine M. Katchen, Akin Gump Strauss Hauer & Feld, LLP, Christopher Todd Cognato, Montgomery McCracken Walker & Rhoads, LLP, Philadelphia, PA, Erica Zolner, Peter A. Bellacosa, Kirkland & Ellis LLP, New York, NY, Jordan M. Heinz, Richard C. Godfrey, Donna M. Welch, Sallie G. Smylie, Brian Borchard, Kirkland & Ellis, Christopher Q. King, Denton U.S. LLP, Chicago, IL, Donald R. Livingston, W. Randolph Teslik, Akin, Gump, Strauss Hauer & Feld LLP, Washington, DC, Tia T. Trout Perez, Kirkland & Ellis, Washington, DC, for Defendants.

MEMORANDUM

BUCKWALTER, Senior Judge

Currently pending before the Court are: (1) the Motion by Defendants Allstate Insurance Company, the Allstate Corporation, Agents Pension Plan, and the Administrative Committee (collectively "Defendants" or "Allstate") to Dismiss certain claims alleged in the Plaintiffs' Third Amended Complaint and the Harris and McLaughlin Intervenor Complaints; and (2) the Partial Motion of Defendant Edward M. Liddy ("Liddy") to Dismiss Plaintiffs' Third Amended Complaint and the Harris and McLaughlin Intervenor Complaints. For the following reasons, the Motions are granted.

I. FACTUAL BACKGROUND

A. Underlying Facts

The underlying facts are well known to the parties and were summarized in great detail in the Court's Memorandum Opinion dated February 27, 2014. In lieu of rehashing the complicated and convoluted history of this matter, the Court incorporates by reference the recitation of facts set forth in that previous Memorandum. See Romero v. Allstate Ins. Co. , 1 F.Supp.3d 319 (E.D.Pa.2014).

By way of brief review, this case revolves around Allstate's announcement and implementation of its Preparing for the Future Group Reorganization Program ("the Program"). Prior to November 1999, the majority of Allstate's captive agency force acted as employee agents, under either an R830 or an R1500 contract, and was entitled to a wide range of company-sponsored health, welfare, and retirement benefits. On November 10, 1999, Allstate announced the Program by noting that, as part of a new business model, it was reorganizing its entire captive agency force into a single exclusive agency independent contractor program. With few exceptions, Allstate terminated the employment contracts of the 6,200-plus R830 and R1500 employee agents effective no later than June 30, 2000. While the Program applied to all agents regardless of age, productivity, or performance, approximately ninety percent of the R830/R1500 agents were over forty years of age.

In connection with the termination of the R830 and R1500 employment contracts, Allstate offered the agents working under those contracts four options. The first three options were conditioned upon the agents' agreement to execute a release of claims, while the fourth option was not. The first "release-based" option was the "EA Option." According to the Program Information Booklet, this option would allow the agent to enter into an R3001C or R3001S Agreement, thereby converting the agent from an employee to an Exclusive Agent ("EA") independent contractor. The agent would then be entitled to all of the benefits and requirements of that contract, including increased renewal commissions, a conversion bonus, earlier transferability in the agent's book of business, debt forgiveness, and reimbursement for moving expenses if necessary. The R3001 contract, however, did not entitle agents to the same employee benefits.

The second option was the "Sale Option." This option also permitted an agent to enter into an R3001C/S Agreement with Allstate, thus converting the agent to an EA independent contractor. In turn, the agent would receive a "conversion bonus" and Allstate would forgive any advances owed, assume certain lease and advertising obligations the agent incurred as an employee agent, and permit the agent, after thirty days' service as an EA, to sell his or her book of business written while an R830 or R1500 agent. This option also required the agent to sign a release.

The third option was the "Enhanced Severance Option." Under this option, Allstate would pay the agent "enhanced" severance equal to one year's pay based on the greater of 1997 or 1998 total compensation, forgive debt and/or expenses that Allstate had advanced to the agent, and relieve the agent of certain lease and advertising obligations incurred as an R830 or R1500 agent. This option was unavailable unless the agent signed a release.

The final option was the "Base Severance Option." If an agent elected this option, then Allstate paid him or her up to thirteen weeks of pay. The agent electing this option did not need to enter into a release, although he/she was subject to certain additional non-compete and non-solicitation obligations. Notably, Allstate had determined that agents affected by the Program were ineligible for the pre-existing severance or post-termination pay plans because they were not terminated for any of the reasons set forth in those plans. Allstate also took the position that the pre-existing severance/post-termination pay plans were inapplicable because they did not apply to group reorganization programs.

The release required by the first three options (the "Release") was three pages long, including a signature page. The Release and Waiver Provision stated:

In return for the consideration that I am receiving under the Program, I hereby release, waive, and forever discharge Allstate Insurance Company, its agents, parent, subsidiaries, affiliates, employees, officers, shareholders, successors, assigns, benefits plans, plan administrators, representatives, trustees and plan agents ("Allstate"), from any and all liability, actions, charges, causes of action, demands, damages, entitlements or claims for relief or remuneration of any kind whatsoever, whether known or unknown, or whether previously asserted or unasserted, stated or unstated, arising out of, connected with, or related to, my employment and/or the termination of my employment and my R830 or R1500 Agent Agreement with Allstate, or my transition to independent contractor status, including, but not limited to, all matters in law, in equity, in contract, or in tort, or pursuant to statute, including any claim for age or other types of discrimination prohibited under the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Employee Retirement Income Security Act ("ERISA"), the Illinois Human Rights Act, and the West Virginia Human Rights Act as those acts have been amended, or any other federal, state, or local law or ordinance or the common law. I further agree that if any claim is made in my behalf with respect to any matter released and waived above, I hereby waive any rights I may have with respect thereto and agree not to take any payments or other benefits from such claim. I understand that this release and waiver does not apply to any future claims that may arise after I sign this Release or to any benefits to which I am entitled in accordance with any Allstate plan subject to ERISA by virtue of my employment with Allstate prior to my employment termination date.

(Allstate's Mot. Summ. J. on the Validity of the Release, Heinz Decl., Nos. Civ.A.01–3894, 01–6764, Ex. 186 ("Release"), at ARI 004101.)

B. Procedural Background

Several employee agents subject to this Program brought age discrimination charges against Allstate with the Equal Employment Opportunity Commission ("EEOC"). On August 1, 2001, thirty-two employee agents (the "Romero Plaintiffs") filed a complaint against Allstate in connection with the Program. The Romero Plaintiffs filed their First Amended Complaint on October 18, 2001, and their Second Amended Complaint on July 28, 2010. On February 27, 2014, this Court ruled on the parties' cross-motions for summary judgment regarding the validity of the Release and held that a genuine issue of fact remained as to whether the Release was knowingly and voluntarily signed. Thereafter, following denial of class certification on issues regarding the validity of the Release, the Court determined that the statute of limitations for the non-named Plaintiffs had resumed running and that they were required to file an action in order to pursue their claims.

On February 26, 2015, the original Romero Plaintiffs moved for leave to file a Third Amended Complaint in order to add 368 former employee agents who signed the Release as part of the Program. The following day, the same 368 agents filed their own complaint, but did not move to intervene. See Abell v. Allstate Ins. Co. , No. Civ.A.15–1049. Shortly thereafter, thirty other Release-signers filed two separate complaints containing identical factual and legal allegations as the Third Amended Complaint, and subsequently moved to intervene in the Romero litigation. See McLauglin v. Allstate Ins. Co. , No. Civ.A.15–1017 ("McLaughlin Compl."), Harris v. Allstate Ins. Co. , No. Civ.A.15–1190 ("Harris Compl."). All of these complaints allege (1) invalidity as to the Release signed by each Plaintiff and Intervenor; (2) violation of section 510 of ERISA; (3) violation of the ADEA; (4) breach of contract; and (...