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August 3, 2005.


The opinion of the court was delivered by: LAWRENCE McKENNA, District Judge


Plaintiff Craig Blessing ("Blessing") brings this action against defendants J.P. Morgan Chase & Co., J.P. Morgan Fleming Asset Management (USA) Inc., J.P. Morgan Investment Management, Inc., Chase Fleming Asset Management (USA), Inc. (collectively "defendants") alleging age discrimination under the Age Discrimination in Employment Act of 1967 ("ADEA") 29 U.S.C. § 621 et. seq., New York State Human Rights Law ("NYSHRL") N.Y. Exec. Law § 296, and New York City Human Rights Law ("NYCHRL") N.Y. City Admin. Code § 8-107, and a violation Section 510 of the Employee Retirement Income Security Act of 1974 ("ERISA"); 29 U.S.C. § 1140.

Defendant now moves for summary judgment on all of plaintiff's claims pursuant to Fed.R.Civ.P. 56. For the reasons set forth below, the motion for summary judgment is granted in its entirety. Background

  A. Blessing at The Chase Manhattan Bank

  Blessing joined The Chase Manhattan Bank ("Chase") as a Vice President, Portfolio Manager ("PM"), and head of Emerging Markets Debt in 1996. (Defendants' Local Rule 56.1 Statement, Dec. 17, 2004, ("Defs. 56.1 Stmt.") ¶¶ 5-6.) At the time he joined Chase, he was 39 years old, had two Bachelor's degrees from the University of Kansas and a Master's degree in Business Administration and International Policy Studies from Stanford University. (Id. ¶¶ 3-4.) As a PM, his job description included managing bond portfolios, marketing investment products, presenting at board meetings, and managing client relationships. (Id. ¶¶ 9-11, 29.)

  Early in the year 2000, Blessing's responsibilities changed on two occasions. (Id. ¶¶ 14-17.) In January of 2000, there was a departmental restructuring during which Blessing was chosen for job elimination. (Id. ¶ 15) It was during this period that Blessing first became familiar with the Chase severance policy. (Am. Compl. ¶¶ 11-13.) As it turned out, however, Blessing was rehired by Chase, with no break in service, after a department head left Chase during the restructuring. (Defs. 56.1 Stmt. ¶ 16.) In March of 2000, Chase acquired Fleming Asset Management, which created additional responsibility for Blessing. (Id. ¶ 17.) After that acquisition, Blessing was responsible for managing approximately $400 million in assets. (Affirmation of Marc A. Susswein, Mar. 18, 2005, ("Susswein Aff.") Ex. 14 at 62-63.) At one point during his tenure at Chase, Micropal, an independent company that rates investment funds, ranked Blessing's Chase Luxembourg-registered Emerging Markets Bond Fund fifth out of thirty-seven funds of its kind. (Plaintiff's Local Rule 56.1 Statement, Mar. 18, 2005, ("Pl. 56.1 Stmt.") ¶¶ 19-20.)

  B. Chase Merger with J.P. Morgan & Co.

  1. Business Model

  In September 2000, Chase announced its intent to merge with J.P. Morgan & Co. ("J.P. Morgan"), and form J.P. Morgan Chase ("JPMC"). (Defs. 56.1 Stmt. ¶ 21.) Soon thereafter, the merging companies formed a merger integration team to examine both Chase and J.P. Morgan individually, and select the best business model and personnel for the merged entity. (Id. ¶ 22-23, 34.) With regard to the business model, Chase's Emerging Markets PMs handled both the investment and the client interface components of portfolio management. (Id. ¶ 29.) In contrast, J.P. Morgan had two types of portfolio managers, Alpha Portfolio Managers ("APMs"), which handled the fund investment component, and Client Portfolio Managers ("CPMs"), which handled the client interface component. (Id. ¶ 30.) The difference between the two companies' business models was due, in part, to the number, size, and nature of the clients and portfolios managed by each. Blessing's department at Chase managed between $300 million and $500 million in assets (id. ¶ 25.), while the Emerging Markets department at J.P. Morgan managed over $5 billion in assets. (Id. ¶ 26.) In view of the difference in size between the two companies, the merger integration team chose the J.P. Morgan business model for the newly merged company. (Id. ¶¶ 32-33.)

  2. Personnel

  After choosing the J.P. Morgan business model, the merger integration team began selecting personnel to fill various positions within the new company. (Id. ¶ 34.) Since the J.P. Morgan Emerging Markets portfolio was so much larger than its Chase equivalent, the integration team decided that the current J.P. Morgan personnel could take on all of Chase's business, and require only a few Chase employees to manage the increased workload. (Id. ¶ 39.) The result was that the merger heavily favored J.P. Morgan employees over Chase employees in almost all positions at JPMC. (Id. ¶¶ 74-77.) Most notably, all twenty-one J.P. Morgan APMs were retained as JPMC APMs, while only three of the twenty-six Chase PMs were retained. (Id. ¶¶ 70-71.) The three Chase PMs offered APM positions were ages 47, 45, and 33 at the time they were offered those positions. (Id. ¶ 78.) Only three Chase PMs, including plaintiff, were offered CPM positions at JPMC. (Id. ¶ 72.) The two individuals other than plaintiff were under forty years-old. (Id.) In choosing new APMs, the integration team had direct supervisors in each company interview and rank their respective employees. (Id. ¶¶ 36-37.) One of the most highly ranked people for the JPMC Emerging Markets APM position was J.P. Morgan's Emerging Markets APM, Paul Dickson ("Dickson"). (Id. ¶ 43.) Dickson had a Bachelor of Arts degree in International Affairs from George Washington University, and Master of Arts degrees in both Economics and International Relations from Johns Hopkins University. (Id. ¶¶ 45-46.) Prior to joining J.P. Morgan, Dickson had worked as a Senior Emerging Markets Strategist for Lehman Brothers, and also as an Economist in Emerging Markets Research for Chase Securities. (Id. ¶¶ 49-50.) In his capacity as APM at J.P. Morgan, Dickson managed over $5 billion in assets. (Id. ¶ 39.) Dickson was chosen for the Emerging Markets APM position at JPMC, and Blessing was not. (Id. at ¶ 59.) However, Blessing was not considered for Dickson's position under the merger integration team's method used to fill the other positions. Instead, Dickson's supervisor, Michael Cembalest, unilaterally chose to keep Dickson in the APM position. (Susswein Aff. Ex. 14 at 61.) At the time of the merger, Dickson was 35 years old and Blessing was 43 years old. (Id. ¶¶ 1, 21, 55.)

  C. Severance Benefits

  One the benefits that Chase offered its employees at the time Blessing joined the company in 1996 was severance pay. (Affidavit of Melissa R. Gold, Dec. 17, 2004, ("Gold Aff.") Ex. K at JPMC 000316.) According to Article III, section 3.1 of the Chase Severance Pay Policy, a person is eligible for severance pay if that "individual's employment is involuntarily terminated with an Employer because of . . . an elimination or re-assignment of the job position or functions held or performed by the Employee." (Id. Ex. K at JPMC 000325.) However, under section 3.2, the policy also states that an employee is ineligible for severance pay

if the [Plan] Administrator (or his or her delegates), in his or her sole discretion, determines that such Employee (i) has been offered another position or reassigned to perform other functions (whether or not such position or reassignment is accepted or comparable to the current position) by any [entity] with whom [Chase] has made arrangements for the employment of the Employee. . . .
(Id. Ex. K at JPMC 000326.)

  The integration team eliminated Blessing's position when it adopted the J.P. Morgan business model. Therefore, Blessing would have been eligible for severance benefits under section 3.1 of the Severance Pay Policy. However, JPMC argues that Blessing became ineligible for severance benefits under section 3.2 when they offered him the CPM position. (Defs. Supp. Mem. at 20.)

  In January of 2001, Blessing learned that he was being considered for the CPM position, and told his supervisor, Timothy Neumann ("Neumann"), that he was not interested in that position. (Defs. 56.1 Stmt. ¶ 83.) After Neumann spoke to another supervisor, Mark Smith ("Smith"), about Blessing's response, Smith contacted Blessing to discuss the CPM position. (Id. ¶ 85.) Blessing reiterated to Smith that he was not interested in the CPM position. (Id. ¶ 86.) Nevertheless, the merger integration team ultimately decided that Blessing was the best candidate for the CPM position. (Id. ¶¶ 94-95.) In January of 2001, Gilbert Van Hassel, "head of fixed income globally for investment management," (Susswein Aff. Ex. 16 at 13), instructed Neumann to offer Blessing the CPM position in the hope that Blessing would accept that offer. (Id. ¶¶ 94-95.) Neumann subsequently offered Blessing the position. (Id.)

  During the same time period, Blessing contacted James Casey, Chase's Human Resources representative, and requested an investigation to determine whether his former PM role and the CPM position were "comparable." (Id. ¶ 99.) Kimberly McGuire, an Employee Relations specialist in Human Resources, performed the investigation and concluded that the positions were comparable. (See id. ¶ 103.) Casey notified Blessing of that determination via email. (Gold Aff. Ex. O.) Casey also notified Blessing that his failure to accept the CPM position would result in a termination without severance benefits. ...

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