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September 19, 1991


The opinion of the court was delivered by: Lechner, District Judge.


This is an employment discrimination suit brought by plaintiff George B. Ponzoni ("Ponzoni") against defendant Kraft General Foods, Inc. ("Kraft"). Jurisdiction is alleged pursuant to the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 626, et seq. ("ADEA"), and 28 U.S.C. § 1331 and 1337.

Kraft now moves for summary judgment pursuant to Fed.R.Civ.P. 56 on the grounds that Ponzoni signed a valid and enforceable release and subsequently ratified the release by his conduct.*fn1 For the reasons set out below, summary judgment is granted.


Ponzoni was hired in December, 1954 by Maxwell House Coffee Company ("Maxwell House"), which is now a wholly-owned subsidiary of Kraft. Moving Brief, ¶ 1. During the term of his employment, Ponzoni served as a research scientist at various Maxwell House facilities involved in research and product development in the areas of food-product development, cryogenic technology, freeze drying and evaporation technology and logistics and technical applications. 1st Ponzoni Dep. 78:20-22; 2nd Ponzoni Dep. 19:5-10. As a result of Ponzoni's work, Kraft was awarded eleven patents. One patent application was pending at the time of his termination. 2nd Ponzoni Dep. 19:15-20:15.

Prior to June 1989, Ponzoni and other employees of Kraft became interested in issues regarding aging and the work force. In an attempt to learn about older employees' rights, Ponzoni contacted the AARP. The AARP referred Ponzoni to Kenneth I. Nowak, Esq. ("Nowak"), an attorney with a Newark, New Jersey law firm, because he is knowledgeable in the field of the rights of older employees. 1st Ponzoni Dep. 93-97.

Ponzoni first met with Nowak in June 1989. Ponzoni was a representative and Chairman of the Hoboken Facility's Committee of Aging. The purpose of the meeting was to discuss issues relating to an anticipated work force reduction at the Hoboken Facility. Id. 97:3-99:11. This meeting was primarily educational; Ponzoni was informed in general terms about rights under the ADEA and the New Jersey Law Against Discrimination (the "NJLAD"), N.J.S.A. 10:5-12 et seq.. Ponzoni also received from Nowak or from the AARP two pamphlets concerning legal rights as a senior citizen.*fn2

Kraft Work Reduction Program

In late 1989, Kraft began to undergo a massive restructuring of its world-wide coffee research and development organizations. Ruff Aff., ¶ 3. As a result of the restructuring, Kraft formed two "centers of expertise" for all coffee research: the North American COE (the "NACOE") to be located in Tarrytown, New York and the European COE (the "ECOE") to be located in Banbury, England. Id. NACOE was designed to support the United States and Canadian coffee businesses as well as to conduct product research for all world-wide Kraft roast and ground coffee businesses. ECOE was designed to support the European market and take over research of soluble coffees. Id., ¶ 4.

NACOE was formed by consolidating two research groups based in Hoboken, New Jersey — The Maxwell House Coffee Technical Research group and the Kraft International research group. Id., ¶ 3. By consolidating these two groups, Kraft created greater efficiency by decreasing the number of employees performing the same managerial and administrative functions and by reducing the number of technical specialists and levels of technicians. Id., ¶ 5.

In late 1989, as a result of the restructuring plans, Kraft began plans to implement a work force reduction program (the "WRP"). Id., ¶ 6. Although Kraft lacked a standard plan regarding reductions in the work force, it was the practice of Kraft to adopt a program as each occasion required. Helm Aff., ¶ 10. Despite slight variations in the wording and terms, every WRP had a two-phase implementation of voluntary and involuntary terminations. In addition every WRP offered an enhanced severance pay package to those terminated employees who executed a release waiving the right to raise any claims against Kraft. The WRP offered to the Hoboken Facility employees in February 1990 was implemented under the foregoing two phases.

On 20 February 1990, then Director of Research of the Hoboken facility, John Ruff ("Ruff") distributed an all-employee bulletin (the "20 February Bulletin") informing employees of the Kraft reorganization, the reasons for the reduction in work force and an indication of the support Kraft would offer. Ruff Aff., ¶ 7. The Bulletin stated, in pertinent part:

  The consolidation is part of a restructuring of
  our worldwide coffee research which we recommended
  following extensive study by a team of research
  managers from around the world.
  Most of the research jobs at Hoboken will be
  transferred to Tarrytown, with relocation
  assistance available to eligible employees. About
  20 jobs will be discontinued. We will attempt to
  achieve the reduction with voluntary retirements.
  Anyone whose employment is terminated will be
  provided with a broad array of support including
  job-hunting assistance, various counseling
  programs and severance payments.

20 February Bulletin.

On that same date, Ruff and Dr. Paul Jackson, Group Director of the Kraft International research group, held a meeting with affected employees. (the "20 February Meeting") Ruff Aff., ¶ 8. During the 20 February Meeting, Ruff explained the reasons for the restructuring and the effect on the Hoboken facility employees. In addition, he explained the two-phase voluntary and possibly involuntary WRP. Id. He stated that employees at least fifty years old with a minimum of ten years of service (the "50/10 Employees") could voluntarily terminate their employment and be eligible for enhanced severance pay benefits. Id. Ruff stated the 50/10 Employees would receive a package setting forth the details of the WRP immediately after the meeting. Id.

Ruff instructed the affected employees that they must inform payroll of their decision to participate in the voluntary phase no later than 8 March 1990. Id. Lastly, Ruff stated Kraft would make its decisions to offer new employment positions and whether to invoke the involuntary phase during the week of 12 March 1990. Id. At the close of the meeting, Ruff distributed the packages along with individualized letters to the 50/10 Employees. Id., ¶ 9.

It is uncontroverted that Ponzoni received and read the 20 February Bulletin, 1st Ponzoni Dep. 50:18-20, attended the 20 February Meeting and received the 20 February package.*fn3 The package Ponzoni received contained a cover letter from Henry Helm, Human Resources Director-Eastern Region, to George Ponzoni (the "20 February Letter"). Ponzoni contends he did not read the 20 February letter at the time of receipt it; he merely glanced at it. Ponzoni Aff., ¶ 4. The 20 February Letter invited the addressee to participate in the voluntary phase of the WRP. The 20 February Letter outlined the details of the WRP, including the types of enhanced severance benefits available, time restrictions and the requirement for employees to sign a release to be eligible for the enhanced severance pay program. 20 February Letter.*fn4

In addition, the package contained information on insurance, tax matters, pension benefits, special separation pay and a "Release of Claims/Designation of Beneficiary" form (the "Release").*fn5 Helm Aff., ¶¶ 8-9; App.Vol. III, D-7A-7T. The Release provided that the signatory relinquished all rights to raise any claims or demands that he or she may have against Kraft for any known or unknown, past, present or future acts or inactions of Kraft. Release. Such claims explicitly included ADEA claims and civil rights claims on whatever statutory basis against Kraft.*fn6 Release.

Ponzoni stated that after attending the meeting and receiving the package he had no intention of participating in the voluntary phase of the WRP. Ponzoni Aff., ¶ 4. Because of lack of interest in the voluntary termination phase, Ponzoni contends he only "looked at but did not review carefully" the 20 February Letter or package or any previous enhanced severance program. Id.; 2nd Ponzoni Dep. 43:17-44:7.

On or about 8 March 1990, Ponzoni met with Nowak*fn7 allegedly to discuss possible employment discrimination claims (the "8 March Meeting"). Ponzoni Aff., ¶ 5. Nowak testified at his deposition that prior to the 8 March Meeting, Ponzoni telephoned him and "indicated that, in fact, some of the concerns that had been raised several months before were, in fact, occurring." Nowak Dep. 21:20-23. Kraft argues, therefore, based on the deposition of Nowak and timing of the meeting, that Ponzoni met to discuss the ramifications of the Kraft reorganization. Moving Brief, ¶¶ 10-12.

It is unclear whether releases were discussed at the 8 March Meeting. Although Ponzoni does not recall discussing or receiving advice on releases during his meeting with Nowak, Ponzoni Aff., ¶ 6, he does not deny this. Nowak acknowledged that he had seen the 20 February Letter during the 8 March Meeting. Nowak Dep. 27:15-17. With respect to the Release, Nowak testified that he did not recall seeing the blank Release during the 8 March Meeting. Id. 29:2-4. Nowak, however, stated:

  Q. Do you recall discussing the particular topic
  which is signing of a general release of claims
  during that meeting with Mr. Ponzoni?

A. Yes.

  Q. Did he ask you during that meeting questions
  about signing a general release?
  A. Well, I don't know if he specifically asked me
  a question about signing a release; but I do
  believe that there was a discussion about various
  options that would be available, various different
    And I believe that I indicated to him that he
  should not sign any papers if he wasn't sure of
  what he was going to do and what he wanted to do;
  and that he

  could tell them, if they handed him papers, that
  he wanted to speak to his attorney.

Id. 27:18-28:9.

Later, Nowak testified the question of signing a release was raised in the context of what Ponzoni's approach should be, if and when he is terminated. Id. 61:24-62:15. Nowak reiterated to Ponzoni not to sign anything, to discuss any papers with an attorney and to try to negotiate with Kraft. Id. 62:2-9.

On 9 March 1990 Ponzoni declined to participate in the voluntary WRP. 2nd Ponzoni Dep. 93:12-98:22, App.Vol. III, D-12. As mentioned, Ponzoni stated he did not have an interest in the program and he thought Kraft would get a sufficient number of volunteers to avoid invoking the involuntary phase. Ponzoni Aff., ¶ 7.

On 12 March 1990 Ponzoni's supervisor, Bill Craig ("Craig"), notified Ponzoni that his position was terminated and directed him to leave the premises that day.*fn8 Thereafter, Ponzoni was taken to see Daniel Zanetich, the personnel manager ("Zanetich"). The facts regarding the actual discussion in Zanetich's office are unclear.

Zanetich testified that he expressed his regrets to Ponzoni and reiterated the need to downsize the facility. Zanetich Dep. 18:14-22. He stated Ponzoni was in shock and just repeated: "I don't know what I am going to do." Id. 19:1-25. Zanetich testified that because of Ponzoni's emotional turmoil and injury to his ego, Zanetich suggested treating the termination as a voluntary rather than involuntary one. Id. 19:8-12. After receiving the necessary authorization from Craig, Zanetich informed Ponzoni that his termination would be considered a voluntary one.*fn9 Id. 19:12-20. Before the meeting concluded, Zanetich "reminded [Ponzoni] that as part of the program, so he fully understood, was that there was a release of claims that had to be signed and that without the signed release of claims that he would not be entitled to any of the termination benefits." Id. 20:1-5. Zanetich said Ponzoni then left his office with the Release. Zanetich does not, however, recall if he later witnessed Ponzoni's signature of the Release. Id. 20:5-21:4.

Ponzoni's recollection of the meeting is less clear and varies at different points of his deposition testimony. He testified that after the apologies, Zanetich told him he had to sign some documents.

  Q.  Did he go over with you anything about how you
  get your severance pay?
  A.  Well, he said, you must sign this document,
  and then we had a — backdated it to March 9.
  Q.  Do I understand you to say he told you that
  you had to sign the document in order to get your
A.  Something to that effect, yeah.

1st Ponzoni Dep. 81:6-14. However, at another point in his deposition, Ponzoni testified that Zanetich merely stated that he must sign the document. Id. 83:20-22. According to Ponzoni, Zanetich did not "exactly say that you must sign in order to get your money. . . ." Id. 84:2-5.

Ponzoni claims that he was in a state of shock and "in a fog" and, therefore, just signed the documents. Ponzoni Aff., ¶ 7. Ponzoni stated he did not read the document before signing it but claims he was pressured into signing it. Id. ¶ 7. Ponzoni could not recall, however, whether Zanetich told him he should read the Release.

Q.  Did you read any part of the document?

A. No.

Q.  None of it?
A.  No.
  Q.  Did Mr. Zanetich tell you that you should not
  read it, but you should sign it?
  A.  He indicated, you must sign this document.
  That was the general tone of the conversation.

1st Ponzoni Dep. 83:14-22.

After signing the Release, Ponzoni returned to his work department with a copy of the signed Release. Ponzoni claims it was at that time when he first read the Release. Ponzoni ...

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