Opinion
CIVIL ACTION NO. 3-00-CV-0622-P
October 19, 2001
ORDER
Now before the Court are Defendants' Motion for Reconsideration, filed September 27, 2001, Defendants' Supplemental Motion, filed October 2, 2001, Plaintiffs' Response, filed October 9, 2001, and Defendants' Reply, filed October 11, 2001. After considering the parties' arguments and the applicable law, the Court GRANTS Defendants' Motion for Reconsideration.
I. Background and Procedural History
Plaintiffs Veronica Chaplin, Thomas Hall, Frank Illing, Stephen Kendall, Gerhard Levering, Ralph Throneberry, and Stephen Buck filed their Original Complaint on March 21, 2000, alleging claims under both state and federal law for severance benefits they claim they were denied when they were terminated from their employment by NationsCredit Corporation. Plaintiffs argue that their claims for benefits were wrongly denied and that their appeal seeking such benefits was also wrongly denied.
Plaintiffs claim that they were eligible under an ERISA severance benefit plan promulgated by NationsCredit in 1995 (hereinafter "1995 Plan"). Pls.' Orig. Compl. ¶ 13. However, pursuant to a reorganization effort, each of the Plaintiffs signed a release in exchange for severance benefits determined by guidelines announced in January 1998 ("1998 Guidelines"). Plaintiffs all signed individual releases some time between March and September of 1998. See Def. App. 049-052 (Chaplin release, June 1, 1998); Def. App. 066-070 (Hall release, April 29, 1998); Def. App. 087-091 (Kendall release, March 4, 1998); Def. App. 105-108 (Illing release, June 22, 1998); Def. App. 122-125 (Levering release, July 10, 1998); Def. App. 139-142 (Throneberry release, June 17, 1998); Def. App. 156-159 (Buck release, September 4, 1998). However, in January of 1999, all of the Plaintiffs but Buck submitted a claim for benefits under the 1995 Plan. Pls.' Orig. Compl. ¶ 14. Plaintiffs' claims were denied. Id. Plaintiffs thereafter appealed the denial, but the denial was affirmed. Id. at ¶ 15.
Plaintiff Hall also sent a letter, dated April 20, 1998, to NationsCredit's Plan Administrator contesting the use of the 1998 Guidelines rather than the 1995 Plan. See Def. App. 071-072. In addition, Hall submitted an "Amendment" signed April 29, 1998, claiming his intention to "reserve the right to demand my severance benefits be increased and retroactively calculated under this plan [1995 Plan] also." Def. App. 073.
Each Plaintiff signed a Letter of Agreement that set out the terms and amount of severance benefits they would each receive. In each letter, there was a separate section entitled "Release of Claims." Under this heading is the following paragraph:
In consideration of the promises and commitments made by NationsCredit Distribution Finance, Inc. and described herein, you hereby agree to release NCDF from any and all claims, suits, demands, or other causes of action of any kind (hereinafter collectively referred to as "claims") you might have against NCDF, its predecessors, successors, parent, subsidiaries, affiliates and any of their officers, directors, agents, employees or representatives (hereinafter collectively referred to as "NCDF") arising at any time in the unlimited past up to and including the date of your execution of this Letter of Agreement. This release includes any claims based in tort, contract or alleged violation of any federal, state or municipal statute, or ordinance. It includes, but is not limited to, all claims arising by reason of or in any way connected with your employment relationship with NCDF, or the subsequent termination thereof. Without waiving the generality of the foregoing, it is understood and agreed that this release of claims specifically includes any claims that you ever had or now have that could be asserted under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq.
Def. App. 051 (Chaplin Letter of Agreement). The following paragraph includes this language: "You understand that you have the right to consult an attorney of your choosing prior to signing this agreement and are encouraged to do so." Id. Within the same section, the agreement notes that each individual Plaintiff "acknowledge[d] that any payment(s) made to you under the terms of this agreement are in addition to anything you are already legally entitled to receive from NCDF." Id. The release section also noted that each Plaintiff would have forty-five (45) days to consider the agreement, and even after the agreement was signed, each Plaintiff would have seven (7) days to revoke the agreement. Id. Each Plaintiff signed a Release and has received severance benefits. See Def. App. 042 (Chaplin Admis. No. 18-19); Def. App. 058 (Hall Admis. No. 16-17); Def. App. 098 (Illing Admis. No. 18-19); Def. App. 080 (Kendall Admis. No. 17); Def. App. 115 (Levering Admis. No. 18-19); Def. App. 132 (Throneberry Admis. No. 18-19); Def. App. 149 (Buck Admis. No. 16-17).
The release language is identical in the Letters of Agreement for the other Plaintiffs based in Dallas. See Def. App. 107 (Illing); Def. App. 124 (Levering); Def. App. 141 (Throneberry); Def. App. 157-58 (Buck). The paragraph is substantively identical in Hall and Kendall's Letters of Agreement, although it refers to "NCCC" (NationsCredit Commercial Corporation) and NationsBank instead of NCDF. Def. App. 068-069 (Hall Letter of Agreement); Def. App. 089-090 (Kendall Letter of Agreement).
Defendants moved for summary judgment and this Court denied in part Defendants' motion on September 26, 2001. The Court found that a question of fact existed as to whether or not Plaintiffs' releases were limited and did not prohibit Plaintiffs from seeking benefits under the 1995 Plan. The Court found that there was a question of fact because of a phrase in the Releases that stated that Plaintiffs "acknowledge[d] that any payment(s) made to you under the terms of this agreement are in addition to anything you are already legally entitled to receive from NCDF."
Defendants contend that the Court made an error of law and that the Releases are not limited by this phrase. Defendants ask the Court to reconsider its earlier judgment and find that they are entitled to summary judgment.
Plaintiffs contend that Defendants are attempting to bring a second motion for summary judgment rather than a motion to reconsider. The Court finds that Defendants' motion is a motion to reconsider an issue previously decided. Further, even if Defendants brought a second motion for summary judgment, the Local Rules provide that this is proper if filed with approval of the court. Local Rule 56.2(b).
II. Discussion
Defendants urge the Court to reconsider its earlier decision denying their motion for summary judgment. The Court considers Defendants' arguments. Primarily, Defendants argue that the Releases signed by the Plaintiffs were not limited. Instead, Defendants posit that the Releases prevented Plaintiffs from suing Defendants, even if Plaintiffs were potentially eligible under the 1995 Plan. Defendants argue that because the Releases prohibit any suit, the decision by the Plan Administrator to deny Plaintiffs benefits under the 1995 Plan was not arbitrary and capricious. Plaintiffs argue that the Release was limited, and that because Plaintiffs were eligible under the 1995 Plan, they should still be able to recover the additional benefits they did not receive when they received their severance package under the 1998 Guidelines.
A. Scope of Releases
Defendants contend that the Releases that Plaintiffs signed were very broad and preclude them from bringing this suit. Plaintiffs' Releases purported to "release [Defendants] from any and all claims, suits, demands, or other causes of action of any kind." Def. App. 051 (Chaplin Letter of Agreement). The releases further stated that each release "includes, but is not limited to, all claims arising by reason of or in any way connected with [Plaintiff's] employment relationship with NCDF, or the subsequent termination thereof." Id.
The Court, in its earlier opinion, looked to additional language in the Release when it found that the Release was limited. See Order (Sept. 26, 2001), at 11-12. The Court specifically looked to this phrase: "You also acknowledge that any payment(s) made to you under the terms of this agreement are in addition to anything you are already legally entitled to receive from [Defendants]." Def. App. 051. Because the Court had found that a genuine issue of fact existed as to whether or not Plaintiffs were eligible under the 1995 Plan, the Court could not grant summary judgment to Defendants because if Plaintiffs were eligible employees per the 1995 Plan, then the greater benefits of the 1995 Plan were something they were "already legally entitled to receive."
Defendants argue that this language is standard and simply tracks the requirements of the Older Workers Benefits Protection Act (OWBPA). Indeed, the statute includes several requirements for a waiver to effectively waive ADEA claims. An effective waiver must comply with this provision: "the individual waives rights or claims only in exchange for consideration in addition to anything of value to which the individual already is entitled." 29 U.S.C. § 626(f)(1)(D). Plaintiffs argue that this requirement was included in order to prevent employees from unknowingly signing away benefits that they were entitled to in exchange for severance benefits. The Plaintiffs cite the legislative history: "The ADEA rights and claims may be waived only in exchange for consideration that exceeds what the individual already was entitled to by contract or law. This concept of valuable consideration is an essential element of the waiver agreement." Senate Rep. 101-263 (101st Cong., 2d Sess.) at 33, reprinted in U.S.C.C.A.N. 101st Cong., 2d Sess. (1990), at 1538.
The Court has already rejected Plaintiffs' arguments regarding the invalidity of the waivers. See Order (Sept. 26, 2001), at 9-11 (including discussion that failure to comply with the OWBPA does not invalidate the Releases in this suit because there is no ADEA claim). The Court looks to the OWBPA now to consider the effect of the "already legally entitled" language in the Releases. Even if the language is meant to prevent employees from releasing claims to benefits they were previously entitled to, the legislative history does not speak to a situation like the instant one. That is, the releases may be valid as to claims of benefits that were disputed at the time that Plaintiffs signed the Releases.
Defendants point to Fifth Circuit's opinion in O'Hare v. Global Natural Resources, Inc. for the proposition that signing a release where potential benefits are in dispute bars an employee for later suing for the disputed benefits. 898 F.2d 1015, 1017 (5th Cir. 1990). The plaintiff in O'Hare worked under an employment contract which entitled him to some benefits if he was fired without cause. The contract did not entitle the plaintiff to any benefits if he was fired with cause. Id. at 1016. Plaintiff was notified by his employer that there was good cause to terminate his employment. Id. Plaintiff signed a release against future claims and received some termination benefits, although fewer than he would have been entitled to under his employment contract had he been terminated without cause. Id. Plaintiff later sued his employer under the ADEA and claimed that he was entitled to the greater benefits because there were no grounds to fire him. Id. at 1016-17. Plaintiff claimed that the release was invalid because it lacked consideration since the benefits he received were benefits he was entitled to under his employment contract. Id. at 1017.
The Fifth Circuit held that there was a dispute as to whether or not Plaintiff was entitled to the additional benefits, and found that Plaintiff "gave up a disputed right to the benefits he would have received had he been discharged without cause for an undisputed right to a smaller package of benefits." Id. In other words, there was consideration because the potential dispute was resolved when Plaintiff received some benefits at the time of termination rather than waiting and contesting his employer's decision and seeking the full benefits to which he was potentially entitled. See also Warnebold v. Union Pacific Railroad, 963 F.2d 222, 223-24 (8th Cir. 1992) (affirming a district court's decision that consideration existed to a release where plaintiff had only a "contested right" to benefits).
The Court now finds that this case is similar to the circumstances in O'Hare. In fact, several of the Plaintiffs were in disputes with Defendants about their eligibility under the 1995 Plan. See Def. App. 364 (letter from Michele Barry to Chaplin); Def. App. 071-72 (April 20, 1998 letter from Hall); Def. App. 073 (Hall's proposed amendment); Def. App. 371 (letter from Kendall); Def. App. 192-95 (Levering's first Release). However, rather than waiting to resolve the dispute and obtain benefits under the 1995 Plan, each of the Plaintiffs signed a Release and accepted severance benefits under the 1998 Guidelines. Although Plaintiffs received less generous benefits, and although Plaintiffs were potentially entitled to receive benefits under the 1995 Plan, because Plaintiffs signed the Release, they cannot now sue for the additional benefits of the 1995 Plan. The Court finds Defendants' arguments persuasive. Plaintiffs were given a choice: to accept severance benefits at the time of their termination and sign a Release, or to wait and dispute their eligibility under the 1995 Plan. Without exception, Plaintiffs chose to take the severance benefits when offered at the time of their termination.
Therefore, the Court vacates its earlier holding that the Releases were limited, and finds that the Releases signed by Plaintiffs were valid and supported by consideration. Therefore, the claims brought by Plaintiffs are barred by the Releases and Defendants are entitled to summary judgment. The Court therefore GRANTS Defendants' Motion for Reconsideration, VACATES its Order of September 26, 2001 as to its finding that the Releases were limited and did not bar the current suit, and GRANTS summary judgment to Defendants.
B. Plaintiffs' Appeals
This reasoning also supports a finding that the Plan Administrator did not act in an "arbitrary and capricious" manner in rejecting Plaintiffs' appeals of the denial of benefits under the 1995 Plan. Because the Releases were valid, the Administrator was reasonable in finding that Plaintiffs were ineligible to receive benefits under the 1995 Plan because they had instead chosen to accept severance benefits under the 1998 Guidelines. "When reviewing for arbitrary and capricious actions resulting in an abuse of discretion, we affirm an administrator's decision if it is supported by substantial evidence. A decision is arbitrary only if made without a rational connection between the known facts and the decision or between the found facts and the evidence." Meditrust Financial Services Corp. v. Sterling Chemicals, Inc., 168 F.3d 211, 215 (5th Cir. 1999) (internal quotes and citations omitted).
Because the Court has found that the Releases were valid, and that Plaintiffs gave up any potential benefits under the 1995 Plan in exchange for severance benefits pursuant to the 1998 Guidelines, the Court finds that the Plan Administrator did not act in a way that is arbitrary and capricious when rejecting Plaintiffs' appeal. The Court therefore VACATES its earlier decision finding that a material issue of fact existed as to the Plan Administrator's action and GRANTS summary judgment to Defendant on the grounds that the denial of Plaintiffs' appeal was proper.
III. Plaintiff's Motion for Summary Judgment
Plaintiffs suggest in their Response to Defendants' motion that the Court should sua sponte grant summary judgment to Plaintiffs on the ground that Plaintiffs were eligible employees under the 1995 Plan. Plaintiffs point to the language of the Court's earlier order: "it appears as though Plaintiffs did satisfy the eligibility requirements of the 1995 Plan and that Plaintiffs should have been designated in writing at the time that they were terminated." Order (Sept. 26, 2001), at 7. However, the Court's conclusion was that "a material issue of fact exists as to the question of Plaintiffs' eligibility for the 1995 Plan." Id. at 8.
Plaintiffs point again to the two memoranda received by Plaintiffs to bolster their claim that Plaintiffs were eligible employees. However, the Court has already specifically rejected this argument. Id. at 7. Regardless of Plaintiffs' actual eligibility under the 1995 Plan, the very fact that it was a disputed issue provides sufficient grounds to find that the Releases were valid and supported by consideration. Because the Court has now found that Plaintiffs knew that their eligibility was in dispute, Plaintiffs are precluded from bringing claims against Defendants. Therefore, Plaintiffs' motion for summary judgment is DENIED.
IV. Conclusion
Defendants' motion for reconsideration is hereby GRANTED. The Court VACATES its earlier decision in terms of its holdings that (1) the Releases were limited in nature and did not prohibit Plaintiffs from bringing the instant suit, and (2) that an issue of material fact remained as to whether the Plan Administrator had abused his discretion in denying Plaintiffs' appeal. The Court hereby GRANTS Defendants' Motion for Summary Judgment, and DENIES Plaintiff's Motion for Summary Judgment.
So ordered.