The opinion of the court was delivered by: ROBERT W. SWEET
Defendants J.C. Penney Company, Inc. ("Penney"); J.C. Penney Company, Inc. Headquarters Relocation Severance Pay Program for General Management Associates (the "Plan"); William R. Howell; Richard T. Erickson; John A. Wells; and Terry S. Prindiville have moved for an order, pursuant to Rule 56, Fed. R. Civ. P., granting them summary judgment and dismissing the complaint in this matter (the "Complaint"). For the following reasons, this motion is granted in part and denied in part.
The parties, facts, and prior proceedings in this matter were fully discussed in a prior opinion of this Court, familiarity with which is assumed. See Garnier v. J.C. Penney Co., 1993 U.S. Dist. LEXIS 1735, 91 Civ. 5563, (S.D.N.Y. Feb. 16, 1993) (the "1993 Opinion").
Plaintiff Jay A. Garnier was an employee of defendant J. C. Penney Co., Inc. at its offices in New York, New York, from November 1982, until May 1990. Defendant Penney is a Delaware Corporation with its principal place of business in Plano, Texas, conducting a retail merchandising business. Defendant the Plan is an employee welfare plan within the definitions of the Employee Retirement Income Security Act of 1974, as Amended, 29 U.S.C. §§ 1001-1461 ("ERISA"). The individual defendants are William R. Howell, Chairman of the Board and Chief Executive, Richard T. Erickson, Director of Corporate Personnel, John A. Wells, Senior Vice President, and Terry S. Prindiville, Executive Vice President, respectively, of Penney.
Garnier was employed by Penney in the real estate development group ("JCP Realty"), a unit of the Real Estate and Construction Services Department, from November 1982 until May 1990. On April 29, 1987, Garnier was given notice (the "Relocation Announcement") that Penney intended to move its corporate headquarters from New York City to Dallas, Texas (the "Relocation"). As part of the Relocation, Penney offered Garnier certain compensation and benefits, including participation in the Plan.
By its terms, the Plan covered employees who remained in their positions at satisfactory job performance levels until relocation of their departments was completed and who were terminated because of the Relocation.
Garnier alleges that on April 29 and 30, 1987, the Defendants extended to him an offer to enter into a unilateral contract (the "Contract"), the terms of which were: additional compensation, assistance in finding new employment, and medical and other incidental benefits if he remained with Penney until the actual relocation date of his department; that notification to Penney of a decision not to relocate would not adversely impact future salary increases and similar decisions; and that the Relocation would be completed by the Fall of 1988, unless there were uncontrollable delays. Garnier alleges that his performance constituted acceptance of, and reliance on, the terms of the Contract.
Within weeks after the Relocation Announcement, Garnier was advised that JCP Real Estate might not be relocated to Dallas as part of the Relocation (the "Non-relocation Announcement"). While the Defendants claim that this announcement was clear and unequivocal, and included the caveat that the JCP Realty associates should disregard all information provided to them regarding the Relocation, Garnier asserts that the non-relocation of JCP realty was uncertain and was conditional on unstated future events. In October 1987, Garnier alleges that William Cristman, a Penney employee under the supervision and direction of Erickson, delivered to him a statement (the "Benefit Statement") dated September 14, 1987, of estimated benefits from the Plan that projected Garnier's termination or relocation date at February 1, 1988.
Garnier filed his complaint on August 16, 1991, and filed a more definite statement of his claims on March 30, 1992. On February 16, 1993, the Honorable Pierre N. Leval dismissed counts one, two, and four of the Complaint. On April 14, 1994, Garnier moved to compel discovery, and on April 15, 1994, the Defendants moved for summary judgment. At the May 4, 1994 oral argument on Penney's motion for summary judgment, the Court stayed consideration of the motion to permit Garnier to conduct further discovery. In response to a letter from the defendants, the summary judgment motion was ...