The opinion of the court was delivered by: Denise Cote, District Judge
Plaintiff Gus Bevona ("Bevona") is a former Vice President of the defendant Service Employees International Union ("SEIU" or the "International"), former President of defendants SEIU Local 32B-32J ("Local 32BJ") and SEIU Local 32B-32J-144 ("Local 144"), and former trustee of various benefit funds associated with these entities. He resigned from these positions on February 1, 1999. The present action arises out of a dispute as to the benefits to which Bevona is entitled following resignation. Bevona seeks additional pension and severance benefits and payment of legal fees.
Bevona brought the present action on February 1, 2005, six years to the day after his resignation. In his Amended Complaint, filed on September 15, 2005, he asserts that a 1994 document titled SEIU LOCAL 32B-32J RESOLUTION AND BENEFIT EQUALIZATION PLAN AGREEMENT FOR GUS BEVONA*fn1 ("Bevona Pension Plan") required union defendants to make pension contributions and benefit payments to a pension plan created specifically for his benefit without regard to the tax code limitations on employer contributions and participant benefits that applied to the union's regular pension plans. He asserts that this obligation is confirmed in his February 1, 1999 resignation agreement ("February 1 Settlement Agreement"), as supplemented by a letter Bevona signed on January 21, 1999. For his severance benefits claim he relies principally on a Local 144 Board authorization of a new severance plan. Finally, the claim for attorney fees stems from a 32BJ Executive Board authorization.
Bevona brings claims*fn2 under Section 502 of the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1132(a)(1)(B), to recover benefits due under the terms of ERISA-covered plans (Count I); under ERISA Section 510, 29 U.S.C. § 1140, for employer interference with Bevona's rights under qualified benefit plans (Count II); for breach of contract, based on failure to pay benefits due under the aforementioned agreements (Counts III-V, VIII)*fn3 ; for common law gross negligence and fraud, based on allegations that certain defendants told Bevona that he would be paid for legal fees and pursuant to the Bevona Pension Plan (Count VI); for a declaratory judgment affirming Bevona's entitlement to benefits under the Bevona Pension Plan and Local 144's new severance plan (Count VII); for failure to comply with reporting and disclosure requirements in 29 C.F.R. § 2520.104-23(b) and 29 U.S.C. §1024(b) (Count VIII); for conversion (Count IX); for breach of the covenant of good faith and fair dealing (Count X); and for unjust enrichment, based upon the International and Locals having accepted Bevona's services during the course of his employment.
The defendants bring this motion for summary judgment, arguing primarily that the undisputed facts show that Bevona was neither contractually nor statutorily entitled to the claimed benefits. They resist Bevona's claims for additional pension payments on the ground that the Bevona Pension Plan was not authorized by the union's Joint Executive Board. They contend that the additional severance payments that Bevona seeks, although authorized by the union's board, were never reduced to a formal plan or commitment. Finally, they assert that Bevona incurred no legal expenses. Bevona cross-moves for summary judgment. For the reasons stated below, the defendants' motion for summary judgment is granted, and the plaintiff's motion for summary judgment is denied.
The parties dispute the legal significance of many facts at issue in this case but have relatively few factual disputes.*fn4
Any disputes regarding potentially material facts are noted below. The factual discussion will begin with a description of the three plans that are critical in construing Bevona's claims for additional pension benefits.
The 32BJ Pension Plan and its Summary Plan Description At least until 1992, Bevona was a participant in the SEIU 32B-32J Money Purchase Plan ("32BJ Pension Plan"). The 32BJ Pension Plan, as amended in 1989, is a defined contribution plan. A defined contribution plan is "a pension plan which provides for an individual account for each participant and for benefits based solely upon the amount contributed to the participant's account, and any income, expenses, gains and losses . . . ." Esden v. Bank of Boston, 229 F.3d 154, 158 n.6 (2d Cir. 2000) (citing ERISA § 3(34), 19 U.S.C. § 1002(34)) (emphasis omitted).
According to its summary plan description ("SPD"), the 32BJ Pension Plan calculates employer contributions on behalf of each participant by adding 5.6 percent of a participant's total compensation and 5.4 percent of the participant's compensation in excess of eighty percent of the Social Security Taxable Wage Base. The plan limits these employer contributions to maintain the pension trust's tax-qualified status under the Internal Revenue Code ("IRC"), meaning that the trust is exempt from taxation. See 26 U.S.C. §§ 401(a)(17), 415, 501(a). To achieve tax-qualified status, contributions are computed based on a cap on annual employee compensation at roughly $200,000*fn5 ("compensation cap"). 26 U.S.C. § 401(a)(17).
The International Pension Plan
In addition to the 32BJ Pension Plan, Bevona was a participant in the International's Affiliates Officers and Employees Pension Plan (the "International Pension Plan"), a tax-qualified defined benefit plan. Under ERISA, a "defined benefit plan" is a plan "other than an individual account plan." Esden, 229 F.3d at 158 n.6 (citing ERISA § 3(35), 29 U.S.C. § 1002(35)).*fn6 Rather than maintaining individual employee accounts to which an employer contributes during the course of a plan participant's employment, a traditional defined benefit plan might promise an annual pension benefit to an employee based upon the multiplication of some percentage of an employee's final salary by the employee's years of service. Id. at 158 n.4. The International Pension Plan requires participating organizations to make monthly contributions to the plan equal to fourteen percent of the monthly gross compensation of each of its full-time officers and employees. It computes benefits to be paid to a retired employee according to a formula that takes into account years of service and the average of the employee's highest three years of gross compensation. For purposes of both of these calculations, the International Pension Plan caps gross compensation at the maximum amount permitted under the IRC for tax-exempt trusts. See 26 U.S.C. § 401(a)(17).
In 1992, Bevona asked that he be excluded from the Local 32BJ Pension Plan and that a new plan for his sole benefit be established. As reflected in the minutes of a December 12, 1992 meeting of the Local 32BJ Executive Board,*fn7
Bevona noted that due to certain technicalities in the tax regulations, he would not receive any of the monies contributed on his behalf to the Money Purchase Plan [Local 32BJ Pension Plan] covering officers, chairmen, secretaries and business agents. However, he said a separate plan could be established for him with the same amount of money paid on his behalf to the money purchase plan and he could then derive the benefit of those monies. Therefore, he requested that the Board amend the purchase plan effective with the year 1992 to exclude coverage for him and to establish a separate plan for his benefit with the same contribution being made to that plan. (Capitalization omitted) (emphasis supplied). This request was unanimously approved.
Nearly two years later, on September 14, 1994, Bevona and Nicholas Caprio, Secretary-Treasurer of Local 32BJ, signed the Bevona Pension Plan. The original version of this document, which may since have been modified, was drafted by outside benefits consultant Thomas Harter. The preamble states that it was created pursuant to action taken by the 32BJ Executive Board at the December 12, 1992 meeting. The preamble adds that "Bevona is a participant in the Qualified Plans,*fn8 both of which will not accept contributions from the Union or credit compensation in excess of the limits codified in Section 401(a)(17) of the Internal Revenue Service Code" and that both parties intend to permit Bevona "to receive benefits in excess" of these limits "as they apply to the Qualified Plans." (Emphasis supplied.) The Bevona Pension Plan thereafter states that Bevona will be entitled, upon separation from employment, to "an amount equal to the contribution requirements of the Qualified Plans which has not been or may not be contributed on Bevona's behalf to such Qualified Plans in current, prior or future calendar years," plus interest. The document is worded as an agreement between Bevona and Local 32BJ, and the signature block contains the name of this union followed by the word "By:" and Caprio's signature.
1995 Local 144 Severance Resolution
At a January 25, 1995 meeting of the Local 144 Executive Board, Bevona described a potential severance plan, "to be implemented at some time in the future," which "was to provide for 2 years of pay after 10 years of service" to all of the Union's officers and business agents. (Capitalization omitted.) "He called for a motion to approve the new severance plan to be implemented in the near future, as outlined." The motion was unanimously approved.*fn9 There is no evidence that the severance program contemplated by the January 25, 1995 board action was ever drafted, adopted, or implemented.
Initial Negotiations Over Bevona's Resignation
In 1997, two Local 32BJ members, Carlos Guzman and Dominick Bentivegna, filed a lawsuit (the "Guzman/Bentivegna case") against Bevona and Local 32BJ. One condition of the voluntary dismissal of this lawsuit proved to be a promise by the union that Bevona would resign from his union positions.
On October 1, 1998, Bevona entered discussions concerning his resignation with Ronald Raab ("Raab"), an attorney at the firm that served as general counsel to the Locals, and James Manning ("Manning"), another attorney who had formerly represented the International and who, in October 1998, was counsel to the International Pension Plan. In these discussions, Manning acted as an informal mediator. Although Manning became involved in the negotiations at the International's request, he did not represent either the International or Bevona in the negotiations.*fn10 Manning, and arguably Raab, told Bevona that the International wanted him to leave his positions at the Locals to facilitate the International imposing a trust over both Locals. There is a genuine question of fact as to whether Manning indicated that, if Bevona did not resign, the International would interfere with the distribution to Bevona of benefits to which he was entitled under SEIU benefit plans.
Guzman/Bentivegna Legal Fees
At the October 29, 1998 meeting of the Joint Executive Board, Bevona presented a motion to obtain reimbursement for legal fees arising from the Guzman/Bentivegna case. The minutes read in pertinent part:
The President [Bevona] then noted that he was being sued for legal fees expended by the Union in connection with the surveillance case, the $100,000 judgment [sic] in that case and the entire cost of publication and distribution of the history and union book. He discussed the legal situation and indicated that the Union could reimburse his legal expenses if he won the case. He then called for a motion to have the Union reimburse him for all legal fees expended in connection with his defense in the lawsuit of Guzman and Bentivegna v. Bevona, to the fullest extent permitted by law.
The motion carried unanimously.
In late 1998, two legal defense funds ("LDFs") were created to pay Bevona's legal fees and expenses in the Guzman/Bentivegna case. Bevona did not contribute to these funds and did not personally pay any ...