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CRUMLEY v. STONHARD

April 4, 1996

BRUCE L. CRUMLEY, Plaintiff,
v.
STONHARD, INC., and STONHARD PHANTOM EQUITY PLAN, JOHN and JANE DOES (1-100), Defendants.



The opinion of the court was delivered by: ORLOFSKY

 ORLOFSKY, District Judge:

 This matter comes before the Court on Defendants' Motion for Summary Judgment, pursuant to Fed. R. Civ. P. 56. The issues before the Court concern whether Defendants' employee benefit plan is exempt from the fiduciary duty provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. §§ 1001, et seq., and whether Plaintiff's state law claims are preempted by ERISA. For the reasons set forth below, the Court finds that Defendants' employee benefit plan is exempt from ERISA's fiduciary duty requirements and that ERISA preempts Plaintiff's state law claims. Accordingly, Defendants' motion for summary judgment is granted.

 FACTS AND PROCEDURAL HISTORY

 This is an action brought by Plaintiff, Bruce L. Crumley ("Crumley"), against Stonhard, Inc. ("Stonhard"), his former employer, and Stonhard Phantom Equity Plan (the "Plan"), for benefits allegedly owed to him pursuant to the Plan.

 Crumley was hired by Stonhard in September, 1987. Beginning in 1990, Stonhard adopted an employee benefit plan, known as the "Plan." The stated purpose of the Plan was to assist Stonhard "in retaining valued employees by offering them a greater stake in the Company's success...and to reward those employees by allowing them to share in increases in the value of the Company..." (Plan, § 1, attached to Certification of David P. Reif, III ("Reif Certification") as Exhibit A). By the terms of the Plan, the Board of Directors of Stonhard (the "Board") was to designate, in its discretion, an employee as eligible to participate in the Plan. The Plan was administered by the Board. (Plan, § 4.01). Once designated by the Board, an employee was required to enter into a Participation Agreement ("Agreement"). (Plan, § 3.02). The Plan participants, or Holders, were awarded "Phantom Stock Units," which had a specified value that changed as the value of Stonhard's common stock changed. In return, the employee was required to forego, in part, his or her right to bonuses that otherwise would have been earned under Stonhard's Objective Bonus Plan. (Plan, § 6.03).

 Under the Plan, Holders of Phantom Stock Units were eligible for payments of benefits in three circumstances: (1) upon an excess distribution of earnings with respect to Stonhard's common stock, (Plan, § 8.01); (2) upon a change in control or a public offering of Stonhard's common stock, (Plan, § 8.02); and (3) upon a Holder's retirement or other termination of employment, (Plan, § 8.03). Payments of benefits, pursuant to § 8.03, following a termination of a Holder's employment, are made in installments over a period of five years, beginning at the later of the date of the Holder's retirement, or attainment of age sixty-five. (Plan, § 9.02). The Plan expressly exempts from payments pursuant to § 8.01 and § 8.02 Holders who are not actively employed on the relevant date of excess distribution of change of control. (Plan, § 8). *fn1" All benefits received pursuant to the Plan were contributed by Stonhard.

 In June, 1990, Crumley was selected by the Board to participate in the Plan. On June 26, 1990, Crumley became a Plan participant by executing a Participation Agreement. (Reif Certification P7). On October 19, 1992, approximately two years later, Stonhard terminated Crumley's employment. On that date, Crumley and Stonhard entered into a severance agreement, which provided that Crumley was eligible for up to twenty-eight weeks severance pay and out placement services for up to one year. (Reif Supplemental Certification, Exhibit 3; Crumley Certification P10). Crumley's termination was not the result of retirement or death while eligible for retirement. (Reif Certification P7).

 Thereafter, on May 24, 1993, Crumley and Stonhard entered into another agreement (the "May 24 Agreement"), wherein Stonhard agreed to pay Crumley forty-five thousand dollars, in exchange for a general release by Crumley of "any Claims arising out of or relating to the Plan, the Participation Agreement or any bonuses under the Company's Objective Plan foregone by Crumley pursuant to the terms of the Plan and the Participation Agreement." (May 24 Agreement § 2, attached to Reif Certification at Exhibit B).

 On July 20, 1995, Crumley filed a complaint in this matter asserting a claim against Defendants under ERISA for breach of fiduciary duties. (Complaint P15). In that complaint, Crumley alleged that prior to entering into the May 24 Agreement, two Stonhard representatives, Jeffrey Stork and David Reif, misrepresented to him "whether Stonhard was for sale or whether or not an arrangement for sale was in the offing or had been signed." (Complaint P11). Crumley further asserts that he entered into the May 24 Agreement based on those alleged misrepresentations that Stonhard was not for sale. (Complaint P12). Stonhard, was in fact, sold to RPM, Inc., on October 26, 1993. Crumley contends in his complaint that the sale "substantially affected" the value of his Units under the Plan. (Complaint P13).

 Six months after filing his initial complaint, Crumley filed his First Amended Complaint ("Amended Complaint") on December 14, 1995. In his amended complaint, Crumley added four state common law causes of action, which include Breach of a Fiduciary Duty (Count Two), Intentional Misrepresentation or Omission (Count Three), Negligent Misrepresentation or Omission (Count Four), and Breach of Implied Covenant of Good Faith and Fair Dealing (Count Five). The amended complaint does not allege any new facts, nor does it change the substance of any of his previous allegations.

 On February 22, 1996, Defendants moved for summary judgment on all counts of Plaintiff's amended complaint. This motion is presently before this Court.

 DISCUSSION

 A. Summary Judgment Standard

 A party seeking summary judgment must "show that there is no genuine issue as to any material fact and that [he] is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c). See also Hersh v. Allen Products, Co., 789 F.2d 230, 232 (3d Cir. 1986); Lang v. New York Life Ins. Co., 721 F.2d 118, 119 (3d Cir. 1983). In deciding whether there is a disputed issue of material fact the Court must view all inferences, doubts and issues of credibility in favor of the non-moving party. See Hancock Indus. v. Schaeffer, 811 F.2d 225, 231 (3d Cir. 1987) (citation omitted); Meyer v. Riegel Prods. Corp., 720 F.2d 303, 307 n.2 (3d Cir. 1983), cert. denied, 465 U.S. 1091, 79 L. Ed. 2d 910, 104 S. Ct. 2144 (1984). The threshold inquiry is whether there are "any genuine factual issues that properly can be resolved only by a finder of fact because they may reasonably be resolved in favor of either party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250, 91 L. Ed. 2d 202, 106 S. Ct. 2505 (1986).

 Moreover, Federal Rule of Civil Procedure 56(e) provides:

 
When a motion for summary judgment is made and supported as provided in this rule, an adverse party may not rest upon the mere allegations or denials of the adverse party's pleading, but the adverse party's response, by affidavits or as otherwise provided in this rule, must set forth specific facts showing that there is a genuine issue for trial. If the adverse party does not so respond, summary judgment, if appropriate, shall be entered against the adverse party.

 Fed. R. Civ. P. 56(e). Under this rule, a defendant must be awarded summary judgment on all properly supported issues identified in its motion, except for those for which a plaintiff has provided evidence to show that a question of material fact remains. Put another way, once the moving party has properly supported its motion, "its opponent must do more than simply show that there is some metaphysical doubt as to material facts." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 89 L. Ed. 2d 538, 106 S. Ct. 1348 (1986). Nonetheless, defendant, as the moving party on the motion, bears the initial ...


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