Runyan v. NCR Corp.

• Decision Date: 31 October 1983
• Docket Number: No. C-3-80-202.,C-3-80-202.
• Citation: 573 F. Supp. 1454
• Parties: Richard RUNYAN, Plaintiff, v. NCR CORPORATION, Defendant.
• Court: U.S. District Court — Southern District of Ohio

573 F. Supp. 1454

Richard RUNYAN, Plaintiff, v. NCR CORPORATION, Defendant.

No. C-3-80-202.

United States District Court, S.D. Ohio, W.D.

October 31, 1983.

Paul H. Tobias, Cincinnati, Ohio, for plaintiff.

Gordon H. Savage, Dayton, Ohio, for defendant.

DECISION AND ENTRY GRANTING DEFENDANT'S MOTION FOR SUMMARY JUDGMENT; JUDGMENT TO BE ENTERED FOR DEFENDANT; TERMINATION ENTRY

RICE, District Judge.

This matter is before the Court for a determination of Defendant NCR Corporation's (NCR) Motion for Summary Judgment (doc. # 12). The present suit was filed pursuant to 28 U.S.C. § 1343¹ and 29 U.S.C. § 626(c)², the civil enforcement provision of the Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq. Plaintiff alleges that, prior to filing the instant action, he complied with the prerequisite required by 29 U.S.C. § 626(d)³ of filing a charge of age discrimination with the Secretary of Labor⁴ within 180 days of the alleged discriminatory conduct of the Defendant.

I. UNDISPUTED FACTS

The pleadings, affidavits and depositions filed in this matter reveal the following to be the undisputed facts relevant to a determination of Defendant's Motion for Summary Judgment:

A. Plaintiff, Richard Runyan, was born December 5, 1918, and, at age 53, was hired by James E. Rambo, Vice President and General Counsel at NCR, to work as an Assistant General Counsel in NCR's Corporate Legal Department. (Runyan Deposition, pp. 4, 12, 21).

B. On or about the end of January or the beginning of February, 1977, Mr. Rambo informed Mr. Runyan that his employment with NCR would be terminated at the end of three months. (Runyan Deposition pp. 66-67; Rambo Deposition, pp. 3 & 4) At that meeting, Mr. Runyan informed Mr. Rambo that he felt his "termination was related to age discrimination." (Runyan affidavit, Doc. # 17, ¶ 9.)

C. Subsequent meetings took place between Mr. Runyan and Mr. Rambo, in which the terms under which Mr. Runyan would terminate his employment with NCR were further discussed. (Runyan Deposition, pp. 67-71; Rambo Deposition, pp. 13-14)

D. As an outgrowth of these discussions, Mr. Runyan entered into a written Consulting Agreement with NCR which became effective on June 1, 1977, and was to terminate on May 31, 1978. The Agreement provided that, during the period designated therein, Mr. Runyan was to provide legal services on a consultant basis for which he was to be compensated at a rate of $150 per day, but subject to a minimum amount of compensation of $2,333 per month plus reimbursement for work related expenses. (Runyan Deposition, Defendant's Exhibit G, Consulting Agreement.)

E. In November of 1977, Mr. Runyan requested that the length of his Consulting Agreement be extended and that he be given increased compensation pursuant to the Agreement. (Runyan Affidavit, Doc. # 17, ¶ 6)

F. At a subsequent meeting in November of 1977, Mr. Rambo informed Mr. Runyan that the term of his Agreement would not be extended but that his compensation would be increased to $4,000 per month from November 1, 1977, through May 31, 1978, in consideration for Mr. Runyan's executing a release of all claims he had or may have against NCR relating to his employment and/or his termination from employment. (Runyan Deposition, p. 81; Runyan Affidavit, Doc. # 17, ¶ 6)

G. On November 25, 1977, Mr. Rambo and Mr. Runyan entered into a written amendment to the June 1, 1977, Consulting Agreement which provided that Mr. Runyan would receive $4,000 per month from November 1, 1977, to May 31, 1978. (Runyan Deposition, Defendant's Exhibit H)

H. Also on November 25, 1977, Mr. Runyan signed an "Accord and Satisfaction, Release, and Discharge" which provided that

In consideration of the `Amendment to the Consulting Agreement' executed by NCR ... I, Richard V. Runyan, hereby release and forever discharge NCR, its successors, assigns, transferees, officers, employees, representatives and agents from all manner of action and actions, cause and causes of action, suits, debts, contracts, controversies, agreements, promises, damages, judgments, awards, executions, claims and demands whatsoever in law or in equity, which against NCR, I, Richard V. Runyan, ever had, now have, or which I hereafter can, shall, or may have for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of these presents, save and except the aforementioned `Amendment to Consulting Agreement' of November 25, 1977, and the underlying `Consulting Agreement of June 1, 1977'.

I have read this release and understand all of its terms. I execute it voluntarily and with full knowledge of its significance. (Runyan Deposition, Defendant's Exhibit H)

I. On May 31, 1978, the terms of the Consulting Agreement, as amended, expired and Mr. Runyan's working relationship with NCR terminated. (Runyan Affidavit, Doc. # 17, ¶ 10)

J. On November 27, 1978, Mr. Runyan filed a charge of age discrimination with the Secretary of Labor concerning his termination at NCR. (Plaintiff's Complaint, ¶ 8)

K. On May 22, 1980, Plaintiff filed the instant proceeding alleging that he was terminated from NCR because of his age in violation of the provisions in the ADEA.

II. DEFENDANT'S MOTION FOR SUMMARY JUDGMENT

The basic thrust of Defendant's argument in support of its Motion for Summary Judgment is that Plaintiff is barred from bringing the present suit because he knowingly and voluntarily signed a release of all his claims against NCR, arising from his employment and/or termination of his employment with NCR, in consideration for the amendment to the Consulting Agreement which increased his compensation from $2,333 to $4,000 per month. Defendant contends that Plaintiff was an experienced labor lawyer, who had, upon learning of his termination in February of 1977, indicated NCR's action might be related to age discrimination. When presented with the option of receiving increased compensation for the remainder of his Consulting Agreement in exchange for his signing the release, Plaintiff took the proposed amendment and the release home to read prior to signing both documents. The language of the release, Defendant contends, is clear and concise. That fact, coupled with the fact that Plaintiff is an experienced labor lawyer who had previously articulated his belief that the action of NCR might involve age discrimination, Defendant argues, establishes beyond question that Plaintiff voluntarily and knowingly released his alleged age discrimination claim against NCR. Thus, Defendant contends that it is entitled to summary judgment, because there is no genuine issue of material fact as to whether Plaintiff is barred from bringing the instant action.

In opposition to Defendant's Motion for Summary Judgment, Plaintiff raises a number of arguments. First, Plaintiff contends that there is a genuine issue of material fact concerning the following issues: whether there was a bona fide dispute concerning a potential age discrimination charge when the release was executed; what was the intent and knowledge of the parties when the release was executed; the adequacy of the consideration; and "all the circumstances surrounding the execution of the release." (Plaintiff's Memorandum in Opposition to Defendant's Motion for Summary Judgment, p. 11) Plaintiff also asserts that as a matter of law, the release he executed does not bar the present action because there was no express waiver of his ADEA claim. He claims that an "unsupervised waiver" of his ADEA claim which he values at $450,000, in addition to the right to reinstatement, in exchange for the mere sum of $12,000, violates public policy and is void. Further, the Plaintiff contends that ADEA claims cannot be released prospectively and as the release was signed prior to his actual termination from NCR in May, 1978, the release cannot operate as a bar to this subsequent arising cause of action.

III. APPLICABLE LAW

In determining whether summary judgment is to be granted, the Court must first determine that there is no genuine issue of material fact. Fed.R.Civ.P. 56. "Thus on a motion for summary judgment, the movant has the burden of showing conclusively that there exists no genuine issue as to a material fact and the evidence together with all inferences to be drawn therefrom must be read in the light most favorable to the party opposing the motion." Smith v. Hudson, 600 F.2d 60, 63 (6th Cir.1979), cert. denied, 444 U.S. 986, 100 S.Ct. 495, 62 L.Ed.2d 415 (1979); citing, Adickes v. Kress & Co., 398 U.S. 144, 157, 158-59, 90 S.Ct. 1598, 1608, 1608-09, 26 L.Ed.2d 142 (1970); United States v. Diebold, 369 U.S. 654, 82 S.Ct. 993, 8 L.Ed.2d 176 (1962) (per curiam); United States v. Articles of Device, etc., 527 F.2d 1008, 1011 (6th Cir. 1976); see Ott v. Midland Ross Corp., 600 F.2d 24, at 28 & n. 3. (6th Cir.1979).

Moreover, because this matter involves the purported release of a federal statutory claim, this Court may interpret the release without regard to state law. City of Cleveland v. Cleveland Electric Illuminating Co., 538 F.Supp. 1287, 1289 (N.D.Ohio 1980); Three Rivers Motors Co. v. Ford Motor Co., 522 F.2d 885, 889 (3d Cir.1975); Coester v. H.H.B. Co., 447 F.Supp. 372 (D.S.Da.1978). The Court may, however, refer to and apply appropriate state law to the extent it is not inconsistent with federal common law. Id.

As with other claims of employment discrimination, a release of an ADEA claim knowingly and voluntarily entered into by an employee with his employer will be given effect absent vitiating circumstances surrounding its execution such as fraud, duress, lack of consideration, or mutual mistake of fact. See, e.g., Alexander v. Gardner-Denver Co., 415 U.S. 36, 94 S.Ct. 1011, 39 L.Ed.2d 147 (1973); Pilon v. University of Minnesota, 710 F.2d 466, 467 (8th Cir.1983); Strozier v. General Motors Corp., 635 F.2d 424, 426 (5th Cir.1981); Odomes v. Nucare, Inc., 653 F.2d 246, 253 (6th Cir.1981)...