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DeSantis v. Deutsche Bank Trust Company Americas

August 14, 2007


The opinion of the court was delivered by: Chin, D.J.

Memorandum Decision

Plaintiff Joseph D. DeSantis was a managing director at defendant Deutsche Bank Trust Company Americas, Inc. ("Deutsche Bank" or the "Bank") from October 2000 through January 2005, when his position was eliminated as a result of a corporate restructuring. DeSantis now sues Deutsche Bank (and its affiliated companies) to recover severance and bonus payments to which he claims he is entitled. Defendants move for summary judgment. For the reasons stated below, the motion is granted in part and denied in part.


A. The Facts

In October 2000, DeSantis began working for Scudder Kemper Investments ("Scudder") as a managing director. (Defs.' 56.1 ¶ 2).*fn1 In September 2001, Scudder was acquired by Deutsche Bank. (Id. ¶ 3). DeSantis thereafter became an employee of Deutsche Bank, continuing in his role as a managing director in the Equities Group. (Id.). DeSantis's employment with both Scudder and the Bank was at-will. (DeSantis Dep. 27-29, 32, 39).

1. The Bank's Bonus Policy

As a Deutsche Bank employee, DeSantis was eligible to receive incentive compensation, or a bonus, as part of his total compensation. (See Defs.' 56.1 ¶ 6; Lombardo Aff. ¶ 3). As set forth in the HR Policies contained in the Deutsche Bank Handbook ("HR Policies"), bonuses were given at the Bank's discretion:

Our Total Compensation package, which may be composed of base pay and incentive compensation, is the primary focus for compensation decisions. . . . Decisions on Total Compensation are at the complete discretion of the Bank. There is no guarantee of cash or equity bonuses, merit increases, or any other pay items unless the employee has a written agreement with the Bank that states otherwise. (HR Policies at 16). DeSantis had no such written agreement with the Bank. (DeSantis Dep. 44). The HR Policies further stated, in relevant part:

Incentive compensation comprises cash bonus and, in some cases, other elements of equity-based non-cash compensation. Incentive compensation is discretionary and designed to reward employees for their individual performance, the performance of their division, and the overall financial success of Deutsche Bank.

All employees are eligible to receive a discretionary cash bonus. To receive a bonus, you must be employed with Deutsche Bank on the day the bonus is paid out. (HR Policies at 16).

Bonuses for any given year were usually paid in February of the following year. (Lombardo Aff. ¶ 3). For 2003,*fn2 DeSantis received a bonus of $1,000,000. (DeSantis Aff. ¶ 11). Bonuses for 2004 were paid on February 14, 2005. (Id.).

2. DeSantis's Termination and Proposed Severance Package

On December 17, 2004, DeSantis was informed that as a result of a corporate restructuring, his position would be eliminated and his employment with the Bank would be terminated. (DeSantis Dep. 67). At the Bank's request, DeSantis agreed to continue in his role until January 28, 2005. (Id. at 74). In connection with the termination of his employment, the Bank provided DeSantis with a letter, dated December 17, 2004, offering him a severance package in exchange for a general release of claims against the Bank (the "Severance Letter" (Compl. Ex. 1)). (Defs.' 56.1 ¶ 13). The Severance Letter stated that the severance offer expired on January 7, 2005, and that for a period of seven days after signing the Severance Letter DeSantis could revoke it. (Severance Letter at 5). The Severance Letter further stated: "You understand and agree that the severance payment fulfills any and all of Deutsche Bank's obligations to you under your employment letter, and any bonus, incentive compensation, severance or separation plan or allowance due to you from or maintained by Deutsche Bank." (Id. at 2).

The proposed severance package was computed in accordance with the Bank's Severance Pay Plan, effective January 18, 2002 and amended as of December 9, 2004 (the "Plan"). (Whitaker Aff. Ex. A; Defs.' 56.1 ¶ 13). The Plan is administered by the Bank, which delegated responsibility for the day-to-day administration of the Plan to an oversight committee (the "Oversight Committee" or "Committee"). (Plan at 5 § 7). The Plan states in pertinent part that:

The [Bank] and the Oversight Committee shall have the discretionary authority and responsibility to determine eligibility for benefits and the amount of such benefits, and to construe the terms of the Plan. The determinations and constructions of the [Bank] or the Oversight Committee, as the case may be, will be final, binding and conclusive as to all parties, unless found by a court of competent jurisdiction to be arbitrary and capricious. Benefits under this Plan shall be paid only if the [Bank] as Plan Administrator, or the Oversight Committee acting on behalf of the [Bank], decides in its sole discretion that the applicant is entitled to them. (Id. at 6 § 7).

Under the Plan, certain Bank employees whose employment is involuntarily terminated are eligible for severance ...

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