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Ladouceur v. Lyonnais

September 30, 2009

ALEX H. LADOUCEUR, RONALD J. IVANS, DAVID SILVERS, PLAINTIFFS-APPELLANTS,
v.
CREDIT LYONNAIS, JOHN J. QUINN, DEFENDANTS-APPELLEES.



SYLLABUS BY THE COURT

Appeal from a judgment of the United States District Court for the Southern District of New York (Buchwald, J.) dismissing on summary judgment claims of promissory estoppel and breach of fiduciary duty. These claims are premised on changes to an employee benefit plan governed by the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq. ("ERISA"). Because oral promises cannot vary the terms of an ERISA plan, we affirm.

The opinion of the court was delivered by: Dennis Jacobs, Chief Judge

Argued: April 7, 2009

Before: JACOBS, Chief Judge, FEINBERG and WALKER, Circuit Judges.

Plaintiffs had been employed by a Credit Lyonnais subsidiary that was absorbed by the parent company in 2001. They appeal from a judgment of the United States District Court for the Southern District of New York (Buchwald, J.) dismissing on summary judgment their promissory estoppel and breach of fiduciary duty claims premised on allegations that Credit Lyonnais and its Human Resources Director, John J. Quinn (collectively "Credit Lyonnais"), orally misrepresented the effect of the merger on their pension benefits. The district court found no evidence of any representation in writing. On appeal, plaintiffs argue that an oral representation suffices to establish a breach of fiduciary claim based on a purported alteration of a benefits plan governed by the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1001 et seq. We disagree, and affirm the judgment of the district court.

BACKGROUND

Plaintiffs Alex H. Ladouceur, Ronald J. Ivans, and David Silvers were (respectively) the former president, executive vice president, and senior accountant of Credit Lyonnais Rouse ("Rouse"), which had been a wholly-owned subsidiary of Credit Lyonnais. In 2000, Credit Lyonnais decided to absorb Rouse effective January 1, 2001. In June 2000 (before the merger), Ladouceur and Ivans met with Human Resources Director Quinn to discuss the impact of the merger on their salaries and pensions. It is uncontested that in the meeting with Quinn and during subsequent presentations to Rouse staff, Credit Lyonnais agreed to calculate vesting periods for pension benefits from the date employees began to work for Rouse (as early as 1987), rather than the date they would begin to work for Credit Lyonnais (January 1, 2001).

At issue is plaintiffs' contention that Credit Lyonnais also agreed to calculate pension funding from the date employees began to work at Rouse. Plaintiffs concede they have no written documents confirming their alleged understanding of how their pension benefits would be calculated, nor does the record contain any writing to that effect. They base their claim on oral statements allegedly made by Quinn and other Credit Lyonnais Human Resources staff prior to the merger. Credit Lyonnais denies that it made such representations in any form.

Plaintiffs commenced direct employment with Credit Lyonnais on January 1, 2001, but all resigned by August of that year. According to plaintiffs, they departed Credit Lyonnais under the impression that their pension benefits would be calculated according to their original Rouse hiring dates. See Am. Compl. ¶ 34. However, in April 2002, Quinn allegedly informed Ladouceur by letter that his pension benefits would be based, not on his original Rouse start date, but on the date that he began working for Credit Lyonnais. According to plaintiffs, a Credit Lyonnais human resources representative then orally confirmed that "a decision had... been made by unidentified individuals not to proceed with the necessary funding" for plaintiffs' pension benefits. Plaintiffs filed suit in April 2004, alleging promissory estoppel and breach of fiduciary duty under ERISA on the ground that Credit Lyonnais had represented that pension benefits would be funded as of the date they began to work for Rouse.

The district court initially dismissed the suit in January 2005, ruling that plaintiffs failed to allege a sufficient writing to support their claims. Ladouceur v. Credit Lyonnais, No. 04 Civ. 2773 (S.D.N.Y. Jan. 20, 2005) (Memorandum and Order). We vacated the dismissal and remanded for further proceedings on the ground that plaintiffs had alleged facts sufficient to support their claims, and that further discovery might reveal a sufficient writing. Ladouceur v. Credit Lyonnais, 05-0766-cv (2d Cir. 2005) (Summary Order).

After completion of discovery, Credit Lyonnais moved for summary judgment. In August 2007, the district court granted Credit Lyonnais's motion, concluding that plaintiffs had not identified any writing containing the alleged representations, and that absent such a writing they could establish neither promissory estoppel nor breach of fiduciary duty. Ladouceur v. Credit Lyonnais, No, 04 Civ. 2773 (S.D.N.Y. Aug. 21, 2007) (Memorandum and Order). This appeal followed.

DISCUSSION

Plaintiffs did not appeal the district court's entry of summary judgment on their promissory estoppel claim, and we deem that claim to be abandoned. See Shakur v. Selsky, 391 F.3d 106, 119 (2d Cir. 2004). Plaintiffs' sole argument on appeal is that the district court erred in dismissing, "for lack of any writing," their claim for breach of fiduciary duty under ERISA.

We review the district court's summary judgment decision de novo. Roe v. City of Waterbury, 542 F.3d 31, 35 (2d Cir. 2008). Summary judgment is appropriate if "there is no genuine issue as to any material fact" and "the movant is ...


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