Woodman v. Wwor-Tv, Inc.

Decision Date13 June 2005
Docket NumberDocket No. 03-9348.
Citation411 F.3d 69
PartiesBrenda K. WOODMAN, Plaintiff-Appellant, v. WWOR-TV, INC., News America, Inc., and Fox Television Stations, Inc., Defendants-Appellees.
CourtU.S. Court of Appeals — Second Circuit

Richard G. Menaker, Menaker & Herrmann LLP, New York, New York, for Plaintiff-Appellant.

Michael Starr (Adam J. Heft, on the brief), Hogan & Hartson L.L.P., New York, New York, for Defendants-Appellees.

Before: POOLER, SACK, and RAGGI, Circuit Judges.

RAGGI, Circuit Judge.

Plaintiff-Appellant Brenda K. Woodman appeals from an award of summary judgment entered on December 2, 2003, in the United States District Court for the Southern District of New York (Denise L. Cote, Judge) in favor of defendants-appellees WWOR-TV, Inc. ("WWOR"), News America, Inc., and Fox Television Stations, Inc. ("Fox"), on Woodman's claims of age discrimination in violation of the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. §§ 621-634; New York State Human Rights Law, N.Y. Exec. Law § 296; and New York City Human Rights Law, N.Y. City Admin. Code § 8-107. See Woodman v. WWOR-TV, Inc., 293 F.Supp.2d 381 (S.D.N.Y.2003). Plaintiff submits that the district court erred as a matter of law in ruling that, to establish a prima facie case of discriminatory treatment, plaintiff was required to adduce some evidence indicating that, at the time of her discharge, defendants knew that plaintiff was significantly older than another employee to whom her duties were transferred. Alternatively, she submits that the district court erred in concluding that she failed to present sufficient evidence to raise a triable issue of fact regarding defendants' awareness of her relative age. On de novo review, we reach substantially the same conclusions as to the law and the evidence as the district court, and, accordingly, we affirm its award of summary judgment.1

I. Background

This case arises in the context of a 2001 corporate merger whereby The News Corporation Ltd. ("News Corp."), the corporate parent of defendants News America and Fox, acquired Chris-Craft Industries, Inc. ("Chris-Craft"), then-owner of defendant WWOR. As a result of this merger, various work functions common to both the acquired and acquiring companies were consolidated, resulting in a number of long-term employees of the acquired company being terminated and their job responsibilities being transferred to employees of the acquiring company. Woodman, an employee of WWOR, was among the persons so terminated, and she submits that defendants' decision was impermissibly based on her age.

A. Woodman's Employment with Chris-Craft

From 1985 until her termination in 2001, Woodman was employed in various advertising sales positions by television stations affiliated with Chris-Craft. In 1993, Woodman joined WWOR, a station serving the New York metropolitan area. In 1994, she was named the station's Local Sales Manager, and, in December 1999, she was promoted to General Sales Manager, the position she held when she was terminated, in July 2001, at the age of 61. Woodman asserts that, during her employment with Chris-Craft, she spoke openly about her age because she was proud to be one of the oldest sales managers in the television broadcasting industry.

B. The News Corp./Chris-Craft Merger

On August 13, 2000, News Corp. entered into a merger agreement to acquire Chris-Craft, thereby adding Chris-Craft's ten television stations, including WWOR, to News Corp.'s holdings. The acquired stations were to be operated by News Corp.'s subsidiary, Fox. Before the merger, Fox was represented in a number of broadcast markets also served by Chris-Craft stations. For example, in New York, Fox operated WNYW, commonly known as "Fox 5." With the acquisition of Chris-Craft's stations, Fox would achieve a duopoly2 in certain markets, including New York, from which it expected to realize both revenue gains and cost savings by consolidating various work functions of the formerly competing stations.

In the period preceding finalization of the merger, Fox reviewed information relating to the management of the Chris-Craft stations. To facilitate this process, Chris-Craft provided Fox with copies of its manager employment agreements, various labor agreements, personnel lists, and benefits information. Relying on these materials, Fox compiled a list of Chris-Craft employees to be terminated in anticipation of the formal merger. Woodman was one of these employees. Fox decided that the advertising sales departments of WWOR and WNYW would be consolidated and managed by its WNYW sales manager, Debbie von Ahrens, who was then 43 years old and had been a Fox employee for more than 12 years.3

C. Woodman's Termination

Woodman learned of her termination on July 26, 2001, in a telephone conference call with Brian Kelly, then Chris-Craft's General Counsel. Kelly advised Woodman that her employment with WWOR would terminate effective July 30, 2001, the day before the formal close of the News Corp./Chris-Craft merger. In explaining the late notice, Kelly stated that News Corp. had only recently supplied him with a list of the Chris-Craft employees who were to be terminated before the formal merger.4 Woodman's termination was also confirmed in writing by Herbert J. Siegel, Chairman of the Board of Chris-Craft, whose letter informed Woodman that she was eligible for a severance payment of $340,953.85, representing 70% of her previous year's salary. To receive this payment, Woodman signed a required release waiving "any" employment claims against BHC Communications, Inc., the Chris-Craft subsidiary that owned WWOR. The release specified that the waiver applied to claims under "any statute, including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1990, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, each as amended, and any other federal, state or local law or judicial decision." Release Agreement ¶ 2. The release did not, however, specifically reference the ADEA.

As this chronology indicates, Chris-Craft executed Woodman's termination, but it acted at News Corp.'s direction, specifically, at the direction of Fox executives. The individuals who participated in Woodman's termination decision were Fox's Senior Vice President and Chief Financial Officer, Elisabeth J. Swanson; Fox's President of Station Operations, Thomas R. Herwitz; its President of Sales, James Burke; its Senior Vice President for Human Resources, Jean C. Fuentes; its Executive Vice President for Engineering and Operations, Richard Slenker, Jr.; and its Vice President for Finance, Gary DeLorenzo (collectively, the "Fox executives"). It is undisputed that, at the time of the termination decision, none of these Fox executives had ever met, seen, or spoken with Woodman. From information supplied by Chris-Craft, however, it appears that the Fox executives did know that Woodman had worked at Chris-Craft for slightly more than 16 years.

D. Woodman's EEOC Claim of Employment Discrimination

In a complaint dated January 8, 2002, and filed with the Equal Employment Opportunity Commission ("EEOC") on January 14, 2002, Woodman charged defendants with discriminatory termination based on age in violation of the ADEA. She asserted that her claim was not barred by the waiver provisions of her termination release because that document failed to comply with the requirements of the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. § 626(f).

Upon reviewing Woodman's complaint and subsequent submissions from the parties, the EEOC determined that Woodman's age discrimination claim was not supported by sufficient evidence to warrant further investigation. It explained:

Examination of the evidence indicates that Charging Party's [Woodman's] position was consolidated with another position. The retained employee, although younger, had greater experience and knowledge with Fox Television's procedures and practices and had been performing successfully. A review of workforce before and after the merger and reorganization revealed a total difference of .7% age differential. Respondents[ ] further identified other affected positions where the older employees were retained over the younger employees. Therefore, there was no evidence to support that if not for the Charging Party's age she would not have been selected for termination. Given these facts, it is unlikely that EEOC would find that Respondent terminated Charging Party in violation of the ADEA if it invested additional resources.

EEOC Determination, Aug. 22, 2002.5 Accordingly, it issued Woodman a right-to-sue notice on this claim.

At the same time, however, the EEOC agreed with Woodman that the releases signed by her and certain other terminated Chris-Craft employees violated the OWBPA and related EEOC regulations in that the releases (1) failed to refer to employee rights and claims arising under the ADEA, 29 U.S.C. § 626(f)(1)(B); (2) failed to afford terminated employees forty-five days within which to consider signing the waiver document, see id. § 626(f)(1)(F)(ii); (3) failed to identify by job title and age all terminated employees as well as all persons in the same job classification or operational unit who were being retained, see id. § 626(f)(1)(H)(ii); (4) failed to provide a seven-day revocation period after signing a release, see id. § 626(f)(1)(G); and (5) precluded terminated employees from asserting rights or claims that might arise after execution of the releases, see id. § 626(f)(1)(C). To address these violations, the EEOC commenced a conciliation process to ensure defendants' future compliance with OWBPA and EEOC regulations in its release agreements.

E. District Court Proceedings

On November 20, 2002, Woodman commenced this action in the United States District Court for the Southern...

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