Agreement dated December 31, 1989. He signed a subsequent agreement (the "Agreement") on June 29, 1990.
Under the Agreement, a new partner shared joint and several liability for the debts, claims and other liabilities of the Firm, but held no net asset ownership of it during his or her first three years with the Firm. Rather, a new partner's interest in the equity of the Firm vested upon the partner's third anniversary with the Firm. No partner was required to make a capital contribution to the Firm.
Ehrlich, and all other partners except the senior partner, could be expelled from the partnership pursuant to the Agreement by a vote of all the other partners. Upon termination, a partner was entitled to "an amount equal to such partner's net asset ownership as of the date of [termination], less any amounts owing by him to the firm, plus any amounts owing by the firm to him."
On September 25, 1991, two years and three months after Ehrlich joined the Firm, he was terminated by the partnership by the affirmative vote of all the other partners. Ehrlich was not informed about, and was not present at, the partnership meeting at which the vote to terminate him took place. Ehrlich claims that he was terminated for the purpose of preventing him from obtaining any rights to the equity of the Firm.
Ehrlich asserts that a deferred compensation plan exists at the Firm, and both sides agree that Ehrlich would have been entitled to a share of Firm assets exceeding $ 300,000 upon his third anniversary with the Firm. At the time of his dismissal, at least one other partner had been with the Firm less than three years and was covered by the same terms of the Agreement.
Following the vote to terminate his partnership, Ehrlich received a variety of notices purporting to inform him of his rights under COBRA to continue his coverage under the Firm's health plan. Ehrlich claims that inconsistencies and inaccuracies in these notices constitute violations of COBRA.
The complaint in this matter was filed on February 13, 1992, and an amended complaint was filed on May 1, 1992. On November 30, 1992, the Honorable Pierre N. Leval of this Court denied the Defendants' motion to dismiss the complaint for failure to state a claim upon which relief could be granted. Ehrlich v. Howe, 1992 U.S. Dist. LEXIS 18269 (S.D.N.Y. Nov. 30, 1992). On December 10, 1993, this case was reassigned to this Court. Argument was heard on the present motions on January 25, 1994, and the motions were considered fully submitted as of that date.
Standards Applicable to a Motion for Summary Judgment
A motion for summary judgment may be granted only when there is no genuine issue of material fact remaining for trial and the moving party is entitled to judgment as a matter of law. See Fed. R. Civ. P. 56(c); Silver v. City Univ., 947 F.2d 1021, 1022 (2d Cir. 1991). The moving party bears the burden of proving that no genuine issue of material fact exists. Brady v. Town of Colchester, 863 F.2d 205, 210 (2d Cir. 1988); Pittston Warehouse Corp. v. American Motorists Ins. Co., 715 F. Supp. 1221, 1224 (S.D.N.Y. 1989), aff'd, 954 F.2d 62 (2d Cir. 1992).
The Second Circuit has repeatedly noted that "as a general rule, all ambiguities and inferences to be drawn from the underlying facts should be resolved in favor of the party opposing the motion, and all doubts as to the existence of a genuine issue for trial should be resolved against the moving party." Brady, 863 F.2d at 210; see also Cartier v. Lussier, 955 F.2d 841, 845 (2d Cir. 1992); Burtnieks v. City of New York, 716 F.2d 982, 983-84 (2d Cir. 1983); Swan Brewery Co. v. United States Trust Co., 832 F. Supp. 714, 717 (S.D.N.Y. 1993).
The remedy of summary judgment is viewed "as an integral part of the Federal rules as a whole, which are designed 'to secure the just, speedy and inexpensive determination of every action.'" Celotex Corp. v. Catrett, 477 U.S. 317, 327, 91 L. Ed. 2d 265, 106 S. Ct. 2548 (1986) (citations omitted). Once the moving party has met its burden of coming forward with evidence to show that no material fact exists for trial, the nonmoving party must do more than "simply show that there is some metaphysical doubt as to the material facts." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 89 L. Ed. 2d 538, 106 S. Ct. 1348 (1986).
Plaintiff claims that his termination violated ERISA § 510, 29 U.S.C. § 1140, which states:
It shall be unlawful for any person to discharge . . . a participant or beneficiary . . . for the purpose of interfering with the attainment of any right to which such participant may become entitled under [an employee benefit] plan . . . .