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February 5, 2004.

BARBARA TAYLOR, as administrator and fiduciary of the Benckiser Consumer Products Inc. Group Life and Disability Income Insurance Plan, BENCKISER CONSUMER PRODUCTS, INC. as administrator and fiduciary of Benckiser Consumer Products Inc. Group Life and Disability Insurance Plan, BENCKISER CONSUMER PRODUCTS INC. GROUP LIFE AND DISABILITY INCOME INSURANCE PLAN, BENCKISER CONSUMER PRODUCTS SALARY CONTINUATION PLAN, JOH. A. BENCKISER GmbH, LANCASTER GROUP WORLD WIDE, INC., and COTY, INC., Defendants

The opinion of the court was delivered by: LAURA TAYLOR SWAIN, District Judge Page 2


Plaintiff David Denniston ("Plaintiff") brings this action, asserting claims pursuant to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), 29 U.S.C.A. section 1001, et seq., against Barbara Taylor ("Taylor"), as administrator and fiduciary, of the Benckiser Consumer Products Inc. Group Life and Disability Income Insurance Plan, Benckiser Consumer Products, Inc. ("BCPI"), Benckiser Consumer Products Inc Group Life and Disability Income Insurance Plan (the "LTD Plan"), Lancaster Group World Wide, Inc ("LWW"), and Coty, Inc ("Coty"), (collectively, "Defendants") Plaintiff asserts ERISA causes of action against Defendants BCPI and Taylor for breach of fiduciary duty and against Defendants BCPI, Taylor and the Plan for equitable estoppel. In addition to his ERISA claims, Plaintiff asserts a common-law claim against defendants BCPI, LWW and Coty for breach of contract. Defendants have moved for summary judgment pursuant to Federal Rule of Civil Procedure Rule 56 with respect to all of Plaintiffs claims. Plaintiff contends that material issues of fact preclude summary judgment in Defendants' favor and cross-moves for summary judgment in his own favor

  This Court has jurisdiction of this action pursuant to 29 L.S.C.A. section 1332(e)(1) and 28 U.S.C. A sections 1331 and 1367

  The Court has considered thoroughly all submissions and arguments related to this motion. For the following reasons Defendants' motion for summary judgment is granted, and Plaintiffs cross-motion for summary judgment is denied in its entirety Page 3

  The following factual recitation is based on the parties statements of material facts pursuant to Local Rule 56.1 and affidavits and documentary evidence submitted in connection with the motions for summary judgment. The facts outlined below are undisputed except as otherwise noted.

  Plaintiff commenced employment as LWW's Director, Controlling, on or about January 17, 1994, pursuant to the terms of a written agreement (the "Agreement"). See Agreement, dated Dec 20, 1993, PI. Ex. 10. Section 1 of the Agreement provided that Plaintiff's employment contract would become effective on that date and would be "of unspecified duration " The Agreement included the following provisions pertinent to the instant controversy

1. This contract takes effect on January 17, 1994, and is of unspecified duration. Whilst the notice period is 3 months, the right to terminate this contract may not be exercised before January 1, 1995 unless for good cause, e.g., breach of contract, fraud, substantial misconduct
* * *
3. . . . Subject to the provisions of sections 1 and 19, Lancaster has the right to release you from your contractual obligations at any time and at the same time to continue contractually agreed basic payments (annual salary plus guaranteed bonus) to you
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5. Your annual salary paid by Lancaster will be US 156,000.00 gross . . .
6. You will be eligible to participate in Lancaster's Bonus Program. For the year 1994 you shall be awarded an amount of up to US 40,000.00 based upon mutually agreed upon objectives, of which US 30,000.00 gross is guaranteed for the first year of your employment. Details shall be contained in a separate letter which you will receive in due course
  7. Should you be terminated during a calendar year, all payments due to you under Page 4

  Section 5 and 6 shall be made pro rata temporis.

11. In the event that you are unable to work through disability, your current earnings will continue to be paid for a period of up to three months Any Lancaster paid disability insurance amounts you receive will be credited toward these payments.
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18. Subject to the terms and conditions of each plan, you will be eligible to participate in the benefits package offered to all Lancaster employees, including health benefits, life insurance, STD, LTD, and participation when eligible in a 401K Savings Plan
19. a) This contract requires notice of 3 months
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20. b) This contract shall be construed in accordance with the laws of the State c New York
  The long-term disability, or "LTD," plan referred to in the Agreement provided at relevant times for two coverage level options: an option providing a monthly benefit of 60 percent of salary (capped at $5,000 per month) which did not require an employee contribution, and a contributory option providing a monthly benefit of 66-2/3 percent of salary (capped at 510,000 per month). Defendant Taylor was at all relevant times the designated Plan Administrator of the LTD Plan The instant controversy centers principally on the communication of, and Plaintiffs knowledge of, the caps.
  At or about the time Plaintiff commenced his LWW employment, he was provided with materials relating to a Flexible Benefit Plan ("FBP") under which employees of participating business units were permuted to select coverages (and different coverage levels Page 5 under some plans) from among a number of employee welfare benefit plans*fn1 maintained by the company. It is undisputed that Plaintiff was given an enrollment package containing a booklet describing the FBP and the "Optional Benefits" available thereunder as well as an enrollment form. Pl. Exs. 13, 14. Neither of those documents disclose the monthly benefit cap, referring simply to percentages of salary in connection with the LTD Plan options. The initial text page of the FBP booklet featured an "Important Note" as follows:
The information provided in this Program Guide only highlights the benefit options provided to you under the Flexible Benefits Plan. For additional information, please see your Employee Booklet or contact your Benefits Representative.
Pl. Ex. 13.
  The booklet also referred repeatedly to a "Personal Fact Sheet," which was described on page 6 of the booklet as one of three items needed for enrollment in the program (the other two being the booklet and the enrollment form). Id. The Personal Fact Sheet prepared for Plaintiff described the LTD options as follows:
60% of monthly earnings up to a maximum of $5,000
66 2.3% of monthly earnings up to a maximum of $10,000
  Aff. of Julie Carder in support of Defs' motion ("Carder Aff."), Ex. A. Plaintiff asserts that he received the Personal Fact Sheet separately from the other materials, and that he did not receive it Page 6 until a few days he had made his benefit coverage elections ton the 1994 calendar year.

  BSPI, which administered human resources and employee benefit functions for LWW and its affiliated companies at relevant times, distributed a summary plan description ("SPD") for the LTD Plan to employees by mail in September 1994. The SPD accurately described the caps on monthly LTD benefits, reflected Taylor's designation as Plan Administrator, and recited that the insurer providing coverage under the plan, which is currently known as Reliastar Life Insurance Company ("Reliastar"), retained "final discretionary authority to determine all questions of eligibility and status, and to interpret and construe the terms of this polic[y] of insurance." Pl. Ex. 12 at 4, 31, 33. Defendants maintain that labels were made for, and copies of the SPD were sent to, all eligible employees, including Plaintiff. Carder Aff. ¶ 8 and Ex. B. Plaintiff asserts that he did not receive a copy of the SPD until early 1997.

  In the fall of 1994, as well as in the fall of 1995 and 1996, BCPI distributed FBP enrollment packages offering plan participants the opportunity to make coverage elections to be effective as of January 1 of the following calendar year Each package consisted of a booklet, a Personal Fact Sheet, and an enrollment form. Each of those booklets and Personal Fact Sheets described the monthly cap on LTD benefits, the enrollment forms did not. Carder Aff., Exs. C, D E. Plaintiff asserts that he did not receive the package that was distributed in the fall of 1994 and that, in light of transmittal memoranda and introductory language included with the 1996 enrollment materials indicating that it would not be necessary to turn in new enrollment forms if one did not wish to change one's prior benefit elections, he did not read the package that was distributed in 1995 until the late summer or early fall of 1996

  In 1995, BCPI retained Buck Consultants. Inc ("Buck") to prepare "Personal Page 7 Statements of Benefits for participants in the various employee benefit plans administered by BCPI: including the LTD Plan. The statements summarized and purported to quantify the benefits to which each individual was entitled under each plan in which the individual was a participant With respect to LTD Plan benefits the calculations reflected in the statements failed to take into account the monthly caps. Accordingly, statements provided to highly-compensated employees like Plaintiff showed monthly disability benefit amounts in excess of the otherwise applicable caps Although Buck provided exemplars of the statements to Taylor for review prior to broad distribution, including (it appears), exemplars for highly-compensated employees showing benefits in excess of the caps, neither Taylor nor anyone else at BCPI noticed the error Aff of Barbara a Taylor ¶ 10 Buck sent Plaintiff two such statements, one in 1995 and one in 1996, which quantified his LTD benefit amounts as a full 60 percent of salary ($8,750 00 per month in 1995 and 59,108 00 in 1996) Aff of Robert J. Tracy in support of Defs' motion ("Tracy All"), Ex. A at 144-45, Dep. of David Denniston ("Denniston Dep. "), Ex. 10. The Buck Personal Statements included a disclaimer, which read

Since errors can still occur, the information shown is subject to correction And in all cases, benefits are payable according to the provisions of the governing plan documents, which may be changed from time to time
Tracy All [Illegible Text] A, Denniston Dep., Exs 10 at 9, 18 at 9

  Plaintiff noticed a discrepancy between his Personal Statements and the LTD Plan benefit caps inflected in the FBP enrollment materials in late summer or fall of 1996 Plaintiff as 10 the discrepancy On December 10, 1996, Plaintiff elected the ...

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