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Bell v. Pfizer Inc.

June 1, 2007


The opinion of the court was delivered by: Kimba M. Wood, U.S.D.J.


By the end of her twenty-three-year career at Pfizer, Inc. ("Pfizer"), Plaintiff Diana Bell had amassed several million dollars' worth of stock options. She terminated her service with Pfizer on June 1, 2003, at age 51, believing that she had taken early retirement and had retained her stock options. Soon thereafter, Pfizer notified her that because she had not attained the early retirement age of 55, she had not retired (but had instead resigned), and she was required to forfeit some options and exercise others immediately.

Bell alleges that the documents describing Pfizer's retirement plan were ambiguous with respect to her retirement eligibility, and that Pfizer officials either confirmed or gave her the false impression that she would be permitted to retire with options intact. She brings this action against Defendants Pfizer, Pfizer Inc. Stock and Incentive Plan, Pfizer Employee Compensation and Management Development Committee, Pfizer Inc. Retirement Annuity Plan, and Pfizer Inc. Retirement Committee (collectively, "Defendants"), alleging various claims under the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. §§ 1001-1461: promissory estoppel, breach of fiduciary duty, denial of benefits due, and failure to comply with requests for information. She also seeks a declaratory judgment that she was retirement eligible.*fn1

Defendants have moved for summary judgment on all claims. For the reasons stated below, the motion is granted in part and denied in part.


I. Pfizer's Pension Program

Pfizer's employee pension plan is called the Pfizer Retirement Annuity Plan, or PRAP. (Defs.' Rule 56.1 Statement ¶ 5; see also Kraus Decl., Ex. A [hereinafter "PRAP"].) Under the terms of the PRAP, "retirement" is defined to include three situations: (1) "normal retirement," at age 65; (2) "late retirement," after age 65; or (3) "early retirement," after either (a) age 55 plus ten years of service, or (b) an employee's age plus years of service equals 90 or more. (PRAP 8-9, 17-20.) Only an employee who retires in one of these three circumstances (or one who dies or becomes disabled) may retain stock options after leaving work at Pfizer. (Engstrom Aff., Ex. A [hereinafter "Bell Dep."], Ex. 3, § 6(g).)

Pfizer also permits employees who earned a portion of their pension benefits prior to January 1, 1994 to elect to receive that portion any time after age 50. (PRAP 39-41.) The PRAP does not define accrual of pre-1994 benefits as "retirement." (Id. 39.)

In addition to the formal PRAP, Pfizer publishes a summary plan description, or SPD. (See Kraus Decl., Ex. B [hereinafter "SPD"].) The SPD defines normal, late, and early retirement, and the benefits associated with each status, in plain language and with concrete examples. (Id. 17-23.) The SPD also describes the pre-1994 benefits, and notes that an employee may receive pre-1994 benefits "even if you have not attained eligibility for Early Retirement." (Id. 25.)

II. Facts Specific to Plaintiff's Case

Diana Bell was born on January 18, 1952. (Defs.' Rule 56.1 Statement ¶ 1.) She began work at Pfizer in 1980. (Id. ¶ 2.)

Bell began to contemplate retirement in 2001. (Pl.'s Rule 56.1 Statement ¶ 133.) She decided to leave the company on July 19, 2002 (id. ¶ 144), but postponed her plans after Pfizer announced the acquisition of Pharmacia-Upjohn (id. ¶ 152). Bell ultimately left the company effective June 1, 2003, at age 51. (Defs.' Rule 56.1 Statement ¶¶ 3-4.)

Bell has submitted evidence of various communications she had with Pfizer officials on the subject of retirement and, specifically, about whether she would retain her stock options. Those communications included the following:

(1) On May 10, 2001, Bell e-mailed Jacqueline Gomez, a Pfizer stock option analyst, to inquire whether she would retain her stock options "if I retire under the Pfizer Retirement Annuity Plan." (Bell Dep., Ex. 37.) Gomez confirmed that she would. (Id.)

(2) Bell wrote several e-mails and letters to her supervisor and to Pfizer human resources officials that described her intention to "retire" earlier than age 55. (Id., Exs. 39, 43, 52, 65.) There is no evidence that any of those officials told her that she could not retire under the PRAP before age 55.

(3) On May 6, 2003, Pfizer retirement counselor Peggy McGee wrote Bell a letter describing her as "an employee who is eligible to retire under the Plan." (Id., Ex. 68.)

(4) On May 12, 2003, Bell received a stock option summary sheet from Gomez, which listed her outstanding options and categorized her as "Retirement Eligible." (Id., Ex. 70.) The summary sheet stated that 32 of the 34 ...

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