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August 6, 2004.

GARY F. BROCKETT, Plaintiff,

The opinion of the court was delivered by: DAVID HURD, District Judge



  Plaintiff Gary F. Brockett ("Brockett" or "plaintiff") commenced the instant action, alleging: (1) entitlement to additional benefits under the Utica Boilers, Inc. Profit Sharing Plan ("Plan") for years 1993-97, and to benefits for Plan year 1998, pursuant to the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1001 et seq.; and (2) retaliation and various state law claims. (Docket No. 1.) Following partial reversal by the Second Circuit Court of Appeals, Brockett v. Reed, 78 Fed. Appx. 148, No. 02-9370, available at 2003 WL 22348898 (2d Cir. Oct. 15, 2003), aff'g in part, rev'g in part, No. 5:00-CV-962, available at 2002 WL 31677019 (N.D.N.Y. Jul. 12, 2002) ("Brockett I"), the remaining defendants and plaintiff moved again for summary judgment pursuant to Fed.R.Civ.P. 56. Oral argument was heard on July 9, 2004, at Utica, New York. Decision was reserved.


  This section of the decision details the factual background developed by the parties for the original summary judgment motions; the relevant portions of the decision on those motions; and the Second Circuit's partial reversal of the same.*fn1 The evidence submitted following remand is detailed infra, for the sake of coherency.

  A. Factual Background Prior to Remand

  Brockett, an engineer by training, co-founded defendant Enviromaster International Corporation ("EIC") in the mid-1980's. After Utica Boilers, Inc. ("Utica Boilers") acquired EIC in 1988, he became a participant in the Plan. In 1993, a consultant recommended to Utica Boilers, which was the Plan Administrator, that the Plan be amended to provide for employer contributions at one of three rates, dependent upon a participant's classification in one of three categories.

  At a September 1993 meeting of the Utica Boilers Board of Directors ("Board"), Brockett was appointed President of EIC. Immediately thereafter, the Board authorized amendment of the Plan to provide for three separate employee classifications — Class A, Class B, and Class C. Class A participants would receive yearly employer contributions to their Plan accounts in the amount of $30,000. Class B members would receive yearly contributions in the amount of 15% of their annual compensation. And Class C members would receive contributions in the amount of 7% of their annual compensation.

  The Board specifically resolved that Utica Boilers President Earle C. Reed ("E. Reed") and Utica Boilers Vice President Richard Hilton ("Hilton") were members of Class A, and Tim Reed ("T. Reed") and James Benson ("Benson") were members of Class B. All other employees eligible for the Plan were to comprise Class C. The Board reserved to itself the power to make any future classifications, but delegated the power to implement the plan to E. Reed and Hilton.

  On November 14, 1994, Hilton signed the amended Plan, which was made effective retroactively to January 1993, on behalf of Utica Boilers. Three classifications were indeed stated in the Plan, but under different names than adopted at the Board meeting. In descending order, from highest to lowest employer contributions, the classifications in the amended Plan were titled (1) "Executive Management Employees," (2) "Senior Management Employees," and (3) "All Other Eligible Employees." The amounts of required contributions, as stated in the Board resolution, remained the same, $30,000, 15% of annual compensation, and 7% of annual compensation. The classifications were neither defined nor limited anywhere in the Plan documents.

  On November 6, 1998, Brockett was given the option of resigning in exchange for a severance package. The severance package included a provision that plaintiff's participation in the Plan would continue through 1998. He accepted the option. His benefits for Plan years 1993-97 were thereafter calculated using the 7% employer contribution rate for participants classified in the "All Other Eligible Employees" category, and his account was credited with no employer contributions for Plan year 1998, in accordance with Plan provisions stating that the same are not required in the Plan year in which a participant ceases employment.

  By letters dated July 13, 1999, and August 11, 1999, Brockett informed John Lauchert ("Lauchert")*fn2 — who was responsible for responding to benefit claims under the Plan — of his belief that his contributions were calculated incorrectly at 7% of his annual compensation, and that he was entitled to additional benefits. Brockett expressed his belief that, as President of EIC, he was entitled to classification in the "Executive Management Employees" category, which as noted would have entitled him to annual employer contributions of $30,000. He also noted that the severance package promised his continued participation in the Plan, such that he was entitled to contributions for Plan year 1998 as well.

  By letter dated September 9, 1999, Lauchert denied Brockett's request for additional contributions. To interpret "Executive Management Employees," since the phrase was not defined in the Plan, Lauchert relied on the minutes of the September 1993 Board meeting. He noted that the Board was obviously aware of Brockett's position since it had appointed him to the same just before adopting the three classifications. He concluded that, since the Board had not specifically named him as a Class A or Class B member, it was proper to calculate his employer contribution rate at 7% for Plan years 1993-97. He also indicated that, because Plan documents provide that no employer contributions are required for the Plan year in which employment ceases, Brockett was entitled to no contributions for Plan year 1998.

  Further correspondence between Brockett or his attorneys and Lauchert ensued, with neither side materially changing positions.

  B. Procedural Background

  On June 19, 2000, Brockett filed this suit, alleging, inter alia, he should have been classified as an "Executive Management Employee" and, therefore, was entitled to an employer contribution of $30,000 per year from 1993 through 1998. He calculated that the shortfall to his Plan account — i.e., the difference between the 7% yearly contribution he received and the $30,000 contribution he should have received — was $131,650.37, exclusive of interest thereon.

  1. Brockett I

  On August 31, 2003, Brockett filed a motion for partial summary judgment. On September 4, 2001, defendants filed a motion for summary judgment. Oral argument ...

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