The opinion of the court was delivered by: DAVID HURD, District Judge
MEMORANDUM-DECISION and ORDER
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
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.
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.
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 ...