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
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
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.
On 31 March 1990, Ponzoni's employment at Kraft was
terminated. At the
time of Ponzoni's termination he was employed at the Maxwell
House facility in Hoboken, New Jersey (the "Hoboken Facility").
Ponzoni Aff., ¶ 2. During the course of Ponzoni's employment
with Kraft, he received a Bachelor's degree of science in
chemistry, a Masters degree and Ph.D. in business
administration. App. Vol. III, D-46-47, Lesnewich Aff., ¶ 9. In
addition, Ponzoni is a member of professional organizations and
the American Association of Retired Persons (the "AARP"). App.
Vol. III, D-45; 1st Ponzoni Dep. 22:25-23:7.
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
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.
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
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
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?
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
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.
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?
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.