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Allen v. J.P. Morgan Chase & Co.

March 31, 2009


The opinion of the court was delivered by: John G. Koeltl, District Judge


The plaintiff, Stephen Allen, brings this action against the defendants, J.P. Morgan Chase & Company; J.P. Morgan Chase Bank, N.A. (collectively with J.P. Morgan Chase & Company, "JPMorgan"); George Gatch; Eve Guernsey; and Lynn Avitabile (collectively, the "defendants"). Deanna Basler ("Basler") was originally named in the complaint, but the plaintiff agreed to withdraw any claims against Basler and those claims are therefore dismissed. The plaintiff alleges that the defendants discriminated against him on the basis of his age and disability in violation of the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. ("ADEA"); the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq. ("ADA"); New York Executive Law § 296 et seq. ("NYSHRL"); and New York City Administrative Code § 8-107, et seq. ("NYCHRL"). The plaintiff also asserts retaliation claims under the ADEA, NYSHRL, and the NYCHRL, as well as state common claims for fraudulent inducement, breach of contract, quantum meruit, and unjust enrichment. The defendants move for summary judgment dismissing the plaintiff's complaint in its entirety.


The standard for granting summary judgment is well established. Summary judgment may not be granted unless "the pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c); see also Celotex Corp. v. Catrett, 477 U.S. 317 (1986); Gallo v. Prudential Residential Servs. Ltd. P'ship, 22 F.3d 1219, 1223 (2d Cir. 1994). "[T]he trial court's task at the summary judgment motion stage of the litigation is carefully limited to discerning whether there are genuine issues of material fact to be tried, not to deciding them. Its duty, in short, is confined at this point to issue-finding; it does not extend to issue-resolution." Gallo, 22 F.3d at 1224. The moving party bears the initial burden of "informing the district court of the basis for its motion" and identifying the matter that "it believes demonstrate[s] the absence of a genuine issue of material fact." Celotex, 477 U.S. at 323. The substantive law governing the case will identify those facts which are material and "[o]nly disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986).

In determining whether summary judgment is appropriate, a court must resolve all ambiguities and draw all reasonable inferences against the moving party. See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986) (citing United States v. Diebold, Inc., 369 U.S. 654, 655 (1962)); Gallo, 22 F.3d at 1223. Summary judgment is improper if there is any evidence in the record from any source from which a reasonable inference could be drawn in favor of the nonmoving party. See Chambers v. TRM Copy Ctrs. Corp., 43 F.3d 29, 37 (2d Cir. 1994). If the moving party meets its burden, the burden shifts to the nonmoving party to come forward with "specific facts showing a genuine issue for trial." Fed. R. Civ. P. 56(e)(2). The nonmoving party must produce evidence in the record and "may not rely simply on conclusory statements or on contentions that the affidavits supporting the motion are not credible." Ying Jing Gan v. City of New York, 996 F.2d 522, 532 (2d Cir. 1993); see also Scotto v. Almenas, 143 F.3d 105, 114-15 (2d Cir. 1998) (collecting cases).


The following facts are taken from the evidence submitted to the Court and are construed in the light most favorable to the plaintiff.

The plaintiff, Stephen Allen, was born in May 1953 and is currently 55 years of age. (Dep. of Stephen Allen ("Allen Dep."), attached as Ex. A to the Aff. of Stephanie Sowell ("Sowell Aff.") 10.) The plaintiff joined JPMorgan on September 20, 2001 as Managing Director of the Funds Management business. (Defs.' 56.1 Statement ¶ 50; Pl.'s 56.1 Statement ¶ 50.) Previously, the plaintiff was a partner with Lord Abbett. (Defs.' 56.1 Statement ¶¶ 20, 25; Pl.'s 56.1 Statement ¶¶ 20, 25.)

In the summer of 2001, the plaintiff began to seek job opportunities outside Lord Abbett and called James Detmer ("Detmer"), a Managing Director at JPMorgan with whom he had previously worked at Lord Abbett, to inquire about opportunities at JPMorgan. (Defs.' 56.1 Statement ¶¶ 18, 28; Pl.'s 56.1 Statement ¶¶ 18, 28.) Detmer then contacted Robert Deutsch ("Deutsch"), Detmer's manager, to inform him that the plaintiff could be a potential candidate for the role of head of National Accounts in the Funds Management business. (Defs.' 56.1 Statement ¶ 32; Pl.'s 56.1 Statement ¶ 32.)

During July and August 2001, the plaintiff met with several individuals at JPMorgan, including Deutsch; George Gatch ("Gatch"), CEO and President of Funds Management; and Ronald Dewhurst ("Dewhurst"), Managing Director and head of Asset Management Americas. (Defs.' 56.1 Statement ¶¶ 12, 33; Pl.'s 56.1 Statement ¶¶ 12, 33.) Detmer, Deutsch, Gatch, and Dewhurst are ages 54, 50, 45, and 55, respectively. (Defs.' 56.1 Statement ¶¶ 15, 33; Pl.'s 56.1 Statement ¶¶ 15, 33.) On August 27, 2001, Deutsch emailed Gatch proposing that JPMorgan make the plaintiff an offer. Terms of the proposed offer were listed as "Title: Managing Director; Base Salary: $150,000; Target Total Comp: $750,000; 2001 pro-rated [incentive compensation]: $200,000." (Defs.' 56.1 Statement ¶ 35; Pl.'s 56.1 Statement ¶ 35; Aff. of Ethan Leonard ("Leonard Aff.") Ex. F.)

The plaintiff received two other offers during this time period, one written offer from Ashland, and one verbal offer from Blackrock. (Defs.' 56.1 Statement ¶¶ 37-38; Pl.'s 56.1 Statement ¶¶ 37-38.) The plaintiff stated at his deposition that he thought the equity component of Ashland's was insufficient and that he turned down the offer from Ashland once he received the JPMorgan offer. (Defs.' 56.1 Statement ¶ 37; Pl.'s 56.1 Statement ¶ 37; Allen Dep. 35-36, 77.) The offer from Blackrock was put on hold after the World Trade Center attacks. (Defs.' 56.1 Statement ¶ 38; Pl.'s 56.1 Statement ¶ 38; Allen Dep. 37-38.) After joining JPMorgan, the plaintiff did not have any further conversations with Blackrock about job opportunities. (Defs.' 56.1 Statement ¶ 39; Pl.'s 56.1 Statement ¶ 39.) Other than the offers from Ashland and Blackrock, the plaintiff has not received any other offers of employment since 2001. (Defs.' 56.1 Statement ¶ 40; Pl.'s 56.1 Statement ¶ 40.)

In September 2001, Deutsch called the plaintiff to offer him a job. (Defs.' 56.1 Statement ¶ 41; Pl.'s 56.1 Statement ¶ 41.) The plaintiff claims that he specifically asked Deutsch for a minimum guarantee of $750,000 and told him that he was talking to several firms. (Defs.' 56.1 Statement ¶ 42; Pl.'s 56.1 Statement ¶ 42.) Deutsch told the plaintiff that bonuses were based on teamwork and the contribution of the firm and the unit. (Defs.' 56.1 Statement ¶ 44; Pl.'s 56.1 Statement ¶ 44.) The plaintiff alleges that he told Deutsch, "I want to make it to be very clear though in 2001 I'm taking a job and I'm getting a guarantee for my compensation in 2002 and it's going to be $750,000." (Pl.'s 56.1 Statement ¶ 44; Allen Dep. 74.) According to the plaintiff, Deutsch responded, "Yes, you will however receive a portion of your bonus in the following year as -- or receive a portion of your compensation in the following year as a bonus." (Pl.'s 56.1 Statement ¶ 44; Allen Dep. 74.) Deutsch states in his affidavit that he did not make any promises or guarantees to the plaintiff regarding the total compensation he would make following performance year 2001. (Deutsch Aff. ¶ 16.)

On or about September 18, 2001, Michelle Bucaria ("Bucaria"), Vice President of JPMorgan's Human Resources, sent the plaintiff an offer letter. (Defs.' 56.1 Statement ¶ 46; Pl.'s 56.1 Statement ¶ 46; Leonard Aff. Ex. G.) The offer letter states that the plaintiff's base salary would be $175,000. (Leonard Aff. Ex. G.) On the subject of incentive compensation, the offer letter states, in pertinent part:

As an officer of J.P. Morgan Chase & Co., you will be eligible to participate in the annual Incentive Compensation (IC) program, and for the year 2001 you will be eligible to receive an award of $200,000. Awards are distributed in February. Awards are discretionary and reflect J.P. Morgan Chase & Co.'s assessment of a number of considerations, including your teamwork and relative individual, business and Firm performance. Awards will only be paid if you are an active employee at the time the awards are distributed. This award is subject to any and all equity programs in place at the time the award is granted. J.P. Morgan Chase & Co., reserves the right to change the terms of this program at any time. (Leonard Aff. Ex. G.) In a subsequent paragraph, the letter states: "Your employment with a J.P. Morgan Chase & Co., entity and your compensation package and benefits eligibility are subject to the full terms and conditions of the Firm's policies and plans." (Leonard Aff. Ex. G.) The offer letter makes no mention of the plaintiff's compensation structure for 2002. (Leonard Aff. Ex. G.) The plaintiff claims that Detmer and Deutsch told him to sign the offer letter but that a new letter guaranteeing minimum total compensation of $750,000 would be sent by Federal Express. (Defs.' 56.1 Statement ¶ 51; Pl.'s 56.1 Statement ¶ 51.) On September 20, 2001, the plaintiff signed the original offer letter. (Defs.' 56.1 Statement ¶ 52; Pl.'s 56.1 Statement ¶ 52.) The plaintiff never received a revised offer letter from JPMorgan. (Defs.' 56.1 Statement ¶ 53; Pl.'s 56.1 Statement ¶ 53.)

On September 21, 2001, at Deutsch's request, Bucaria sent the plaintiff an email to clarify the terms of his bonus compensation. The email states, in pertinent part:

As I mentioned to you our bonuses are determined on a calendar cycle and paid out the following Feb. The bonus number in the letter represents a prorated portion of the annualized figure that Bob quoted you. As we mention in the letter that will be paid in Feb of 2002. For the calendar year 2002 we would anticipate your total compensation to be $750k depending upon firm, business and individual performance. (Sowell Ex. J (Defs.' Ex. 3).) It is undisputed that the plaintiff never received any written documents promising a minimum amount of incentive compensation for a given performance year. (Defs.' 56.1 Statement ¶ 60; Pl.'s 56.1 Statement ¶ 60.)

On October 1, 2001, the plaintiff began his employment with JPMorgan as the functional co-head of the broker-dealer area alongside Detmer. (Defs.' 56.1 Statement ¶¶ 58, 61; Pl.'s 56.1 Statement ¶¶ 58, 61.) From 2001 to 2005, his compensation was as follows. In early 2002, the plaintiff received incentive compensation of $200,000 for the 2001 performance year. In performance year 2002, JPMorgan did not have a good year, and bonuses were down across the entire firm. (Defs.' 56.1 Statement ¶ 401; Pl.'s 56.1 Statement ¶ 401; Deutsch Aff. ¶ 17.)

In January 2003, the plaintiff received total compensation for performance year 2002 of $650,000, of which $475,000 was incentive compensation. (Defs.' 56.1 Statement ¶ 403; Pl.'s 56.1 Statement ¶ 403.) This determination was made by Deutsch, Gatch, and Dewhurst. (Defs.' 56.1 Statement ¶ 402; Pl.'s 56.1 Statement ¶ 402.) After receiving his 2002 bonus, the plaintiff complained to Deutsch and Gatch about not having received $750,000 in total compensation. (Defs.' 56.1 Statement ¶ 404; Pl.'s 56.1 Statement ¶ 404.) Deutsch informed the plaintiff that he had always told the plaintiff that incentive compensation was predicated on the performance of the firm, that the pool was very "tight," and that he had always been told that he could get less if business conditions warranted it. (Defs.' 56.1 Statement ¶ 405; Pl.'s 56.1 Statement ¶ 405.) For performance years 2003, 2004, and 2005, the plaintiff received total compensation of $650,000, $550,000, and $450,000, respectively, of which incentive compensation was $475,000, $375,000, and $275,000, respectively. (Defs.' 56.1 Statement ¶¶ 411-12; Pl.'s 56.1 Statement ¶¶ 411-12.) Incentive compensation for JPMorgan employees is determined according to a number of inputs: (1) market data -- comparison of a person's role relative to the market; (2) performance of the business unit; (3) performance of JPMorgan in total; (4) the performance evaluation of the individual; and (5) the talent review rating. (Defs.' 56.1 Statement ¶ 66; Pl.'s 56.1 Statement ¶ 66.)

The plaintiff's performance reviews indicate that he delivered exceptional results in the broker-dealer area, but that he also had significant problems interacting with other JPMorgan employees. For example, in his 360 performance reviews, he received frequent negative comments that: (1) he did not listen to or communicate well with others, (Defs.' 56.1 Statement ¶¶ 93-94, 97, 99, 109, 110, 112, 118, 120, 122-24, 219, 221, 384-85, 388; Pl.'s 56.1 Statement ¶¶ 93-94, 97, 99, 109, 110, 112, 118, 120, 122-24, 219, 221, 384-85, 388); that he did not accept or engage the opinions and perspectives of others, (Defs.' 56.1 Statement ¶¶ 95, 99-101, 104, 106-09, 118, 121, 219, 225, 228-29; Pl.'s 56.1 Statement ¶¶ 95, 99-101, 104, 106-09, 118, 121, 219, 225, 228-29); that he needed to improve his internal relationships within the company (Defs.' 56.1 Statement ¶¶ 95-96, 109, 110, 228-29, 384, 388; Pl.'s 56.1 Statement ¶¶ 95-96, 109, 110, 228-29, 384, 388); and that he had an "edge" and sometimes alienated or demotivated other employees (Defs.' 56.1 Statement ¶¶ 102-03, 120-23; Pl.'s 56.1 Statement ¶¶ 102-03, 120-23). However, his reviewers also praised the plaintiff for various positive traits, including his intellect and industry knowledge, (Pl.'s 56.1 Statement ¶¶ 93-94, 102, 121, 124, 384-87), his ability to deliver results, (Pl.'s 56.1 Statement ¶¶ 93, 99, 122, 124, 219, 225, 228, 387), his effectiveness with clients, (Pl.'s 56.1 Statement ¶¶ 93-95, 104, 122, 124, 385), his breadth of relationships, (Pl.'s 56.1 Statement ¶¶ 102, 104, 124, 222, 385), and his energy level, (Pl.'s 56.1 Statement ¶¶ 93, 96, 104, 119-120, 225).

In 2002 and 2003, the plaintiff received below average ratings from his co-workers in the area of Leadership Values, with the lowest ratings coming from his two managers, Deutsch and Gatch. (Defs.' 56.1 Statement ¶¶ 91-92, 126-29; Pl.'s 56.1 Statement ¶¶ 91-92, 126-29.) The defendants have also submitted numerous affidavits and depositions of other co-workers of the plaintiff who express similar negative views of the plaintiff's interpersonal style. (See, e.g., Aff. of Nicole St. Pierre ("St. Pierre Aff.") ¶¶ 9-14, 20-21; Aff. of David Thorp ¶¶ 8-10, 14). Nicole St. Pierre ("St. Pierre") states that working with the plaintiff during 2002 and 2003 was so difficult that she even considered leaving the firm. (Defs.' 56.1 Statement ¶ 143; Pl.'s 56.1 Statement ¶ 143; St. Pierre Aff. ¶ 16.) St. Pierre also alleges that the plaintiff tended to overcommit to clients without consulting internal colleagues. (Defs.' 56.1 Statement ¶ 139; Pl.'s 56.1 Statement ¶ 139; St. Pierre Aff. ¶ 13.) As one example, St. Pierre describes a deal involving a company named Parametric where JPMorgan had to pull out of an agreement that the plaintiff had made with Parametric because the plaintiff did not first consult anyone inside JPMorgan. (Defs.' 56.1 Statement ¶ 141; St. Pierre Aff. ¶¶ 13-14.) The plaintiff denies this allegation. (Pl.'s 56.1 Statement ¶ 141.)

In late 2003, Deutsch and Gatch decided to speak to the plaintiff about his performance that year and to have Detmer be the sole head of the broker-dealer area, with the plaintiff reporting to Detmer. (Defs.' 56.1 Statement ¶¶ 187-88; Pl.'s 56.1 Statement ¶¶ 187-88.) Detmer met with the plaintiff to discuss the plaintiff's performance issues. (Defs.' 56.1 Statement ¶ 189; Pl.'s 56.1 Statement ¶ 189.) Gatch also met with the plaintiff to tell him that he would be reporting to Detmer. (Defs.' 56.1 Statement ¶ 194; Pl.'s 56.1 Statement ¶ 194.) Under this arrangement, the plaintiff was ...

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