Accordingly, summary judgment is granted with respect to Snyder's first claim for benefits under the Plan.
Snyder claims that the Defendants are estopped from applying the $ 2,167 Limitation to Snyder because: (a) the Defendants disregarded the $ 2,167 Limitation for the purposes of obtaining IRS approval for the Plan; (b) the Defendants disregarded the $ 2,167 Limitation when calculating Dann's benefits; (c) the Plaintiff relied on Dann's oral representations that the increase in his benefits would be tied to his commission increases; (d) that the $ 3,167 Limitation set forth in the 1981 Summary Plan Description binds Dann Co. Although only the fourth of these Claims is actually alleged in the Plaintiff's Amended Complaint, in the interest of judicial economy all four claims will be addressed here.
As a matter of law all state common law claims of promissory estoppel, breach of contract, or fraud are preempted by ERISA. See 29 U.S.C. § 1144(a) (ERISA "shall supersede any and all State laws insofar as they may now or hereafter relate to any employee benefit plan"); see also Sandler v. Marconi Circuit Technology Corp., 814 F. Supp. 263, 265 (E.D.N.Y. 1993) (citing Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 47-48, 95 L. Ed. 2d 39, 107 S. Ct. 1549 (1987) (ERISA preempts state law claims)). Only in "extraordinary circumstances" can principles of estoppel apply to ERISA cases. See Lee v. Burkhart, 991 F.2d 1004, 1009 (2d Cir. 1993) (citing Chambless v. Masters. Mates & Pilots Pension Plan, 772 F.2d 1032, 1041 (2d Cir. 1985), cert. denied, 475 U.S. 1016 (1986)); Gridley v. Cleveland Pneumatic Co., 924 F.2d 1310, 1318-19 (3d Cir.), cert. denied, 115 L. Ed. 2d 1023, U.S. , 111 S. Ct. 2856 (1991); see also Donnelly v. Bank of New York Co., 801 F. Supp. 1247, 1253 (S.D.N.Y. 1992) ("courts are 'reluctant to apply the estoppel doctrine to require the payment of pension funds' because 'the actuarial soundness of pension funds is, absent extraordinary circumstances, too important to permit trustees to obligate the fund to pay pensions to persons not entitled to them under the express terms of the plan.") (citations omitted). As no "extraordinary circumstances" are presented here, Snyder's estoppel claims must fail.
Even if Snyder's estoppel claims were not preempted by ERISA, there is no merit to his assertions. There are three elements necessary to sustain a an estoppel claim: (1) material misrepresentation, (2) reliance and (3) damage. See Lee v. Burkhart, 991 F.2d 1004, 1009 (2d Cir. 1993). Snyder's first two contentions, that the Defendants disregarded the $ 2,167 Limitation first, in obtaining IRS approval, and second, in calculating Dann's benefits do not satisfy these elements. Plaintiff has not alleged, nor can he show, that he had knowledge regarding either the alleged misrepresentations to the IRS or Elliot Dann's compensation calculations. As a result, Snyder has not established that he relied on any representation made by the Defendants regarding these two claims, much less whether these claims are indeed material misrepresentations.
Snyder's third contention is that he relied on Elliot Dann's alleged representation that his benefits would be tied to increases in his commission. Parenthetically, this contention, if true, is in contradiction with his fourth contention, which is that he relied upon the 1981 SPD which stated that there was a $ 3,167 Limitation. Snyder has admitted that he received the 1981 SPD which expressly stated that there was a Limitation, albeit the wrong amount. As discussed above, pursuant to ERISA regulations the written SPD and Plan control alleged oral modifications of pension plans. Snyder's argument is also undermined by the fact that he stayed on at the firm five more years after he admittedly received the 1981 SPD. Therefore, this claim may not prevail given the absence of any factual basis for his assertion that he justifiably relied upon Elliot Dann's alleged oral misrepresentation that his pension was tied to his commission.
Snyder's last contention -- the only one pleaded in his Amended Complaint -- is that he detrimentally relied on the 1981 SPD which stated that there was a $ 3,167 Limitation to Plan. The Defendants have claimed that the $ 3,167 Limitation mentioned in the 1981 SPD was a typographical error which inserted a "3" instead of a "2" in the $ 2,167 Limitation. To bolster this contention, the Defendants have proffered copies of the original Plan, the 1986 Amended Plan, and the 1980 and 1985 SPDs, distributed to their employees, all of which contain the correct $ 2,167 Limitation. The necessity of reaching the question of whether Snyder reasonably relied upon the representation of the 1981 SPD over the remaining Plans and SPDs is obviated by the 1981 SPD's disclaimer.
The 1981 SPD contained a disclaimer stating that the content of the Plan, and not the SPD, would control if there were conflicting provisions:
This Summary Plan Description is designed to familiarize you with the provisions of our Plan. In the case of any conflict between the content of this summary and the content of the Plan, the terms of the Plan shall govern.
In a similar context, the Second Circuit
found such provisions to be valid and ruled that terms of the Plan should govern in such circumstances. See Amato v. Western Union Int'l, Inc., 773 F.2d 1402, 1418 (2d Cir. 1985) ("However, the [SPD] also reserves to [Defendants] the right to amend the Plan and states that the terms of the Plan and related trust agreement 'will govern in all cases.' These unambiguous provisions preclude any separate contract claim based solely on the language of the summary plan description."), cert. dismissed, 474 U.S. 1113 (1986); see also Osborne v. New York State Teamsters Conference Pension & Retirement Fund, 783 F. Supp. 739, 743-44 (N.D.N.Y. 1992), vacated on other grounds, 792 F. Supp. 177 (N.D.N.Y. 1992); but see Heidgerd v. Olin Corp., 906 F.2d 903, 906-07 (2d Cir. 1990) (holding plaintiffs may rely on SPD when it purports to summarize the plan in an action in which the SPD, but not the Plan itself, was distributed with employees and filed with Secretary of Labor contract).
Accordingly, as a matter of law, the 1981 SPD's disclaimer which favored the language and content of the Plan bars Snyder from asserting his collateral estoppel claim against the Defendants.
IV. Breach of Fiduciary Duty
Snyder has failed to raise material facts supporting his claims against the Plan fiduciaries Elliot Dann, Fawer and Rudin under § 404 of ERISA, 29 U.S.C. § 1104, for breach of fiduciary duties. (See Am. Compl. P 36.) Snyder may not sue for breach of fiduciary duties under ERISA in his individual capacity. Section 409 of ERISA, the statute which authorizes a suit for breach of fiduciary duties as set forth in § 404, provides that "any person who is a fiduciary [under this subchapter] . . . shall be personally liable to make good to such plan any losses to the plan resulting from each such breach. . . ." 29 U.S.C. § 1109(a). Accordingly, such suits can only be maintained on behalf of the plan itself and not by an individual beneficiary in his or her own behalf. See, e.g., Massachusetts Mut. Life Ins. Co. v. Russell, 473 U.S. 134, 140-43, 87 L. Ed. 2d 96, 105 S. Ct. 3085 (1985) (recovery for violation of § 409 inures to benefit of plan as a whole); Donnelly v. Bank of New York Co., 801 F. Supp. 1247, 1253-54 (S.D.N.Y. 1992); O'Neil v. Gencorp, Inc., 764 F. Supp. 833, 833-34 (S.D.N.Y. 1991).
V. Breach of Contract
Plaintiff's breach of contract claim, the Fourth Count in his Amended Complaint, must be dismissed as a matter of law. ERISA preempts breach of contract claims. See 29 U.S.C. §§ 1144(a), 1144(b)(2)(A). The Supreme Court has stated that breach of contract claims are specifically preempted by the civil enforcement provisions set forth in ERISA § 502(a), 29 U.S.C. § 1132(a). See Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 52-56, 95 L. Ed. 2d 39, 107 S. Ct. 1549 (1987); Metropolitan Life Ins. Co. v. Taylor, 481 U.S. 58, 62-63, 95 L. Ed. 2d 55, 107 S. Ct. 1542 (1987); Smith v. Dunham-Bush, Inc., 959 F.2d 6, 8-10 (2d Cir. 1992).
Accordingly, Snyder's breach of contract claim, as a matter of law, cannot lie.
VI. Top-Heavy Minimum Benefits
Snyder has cross-moved for an order of summary judgment on his claim for top-heavy minimum benefits under the Plan for the years 1984, 1985, and 1986. Defendants, in their Reply Memorandum of Law, have conceded that Snyder is entitled to top-heavy minimum benefits under the Plan for the years 1985 and 1986, but contest his 1987 claim on the basis that Snyder did not complete a "year of service."
Section 416(c) of the Internal Revenue code of 1986 (the "Code") and Section 7.3 of the Plan provide that a member of the Plan who is not a "key employee" is entitled to a minimum annual pension ("top-heavy minimum benefit") equal to the product of two percent of compensation multiplied by his or her "years of service". See 26 U.S.C. § 416(c)(1)(A)-(B). The Plan was a "top-heavy plan" as defined by 26 U.S.C. § 416(g)(1)(A):
the term "top-heavy plan" means, with respect to any plan year --