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Pfizer Inc. v. Uprichard

August 30, 2005

PFIZER INC., A DELAWARE CORPORATION
v.
MARGARET UPRICHARD, AN INDIVIDUAL, APPELLANT



On Appeal from the United States District Court for the District of New Jersey. (D.C. No. 03-cv-01137). Magistrate Judge: Hon. G. Donald Haneke.

The opinion of the court was delivered by: Sloviter, Circuit Judge.

PRECEDENTIAL

Argued May 10, 2005

Before: SLOVITER and FISHER, Circuit Judges, and POLLAK*fn1, District Judge

OPINION OF THE COURT

Dr. Margaret Uprichard, who received an arbitration award of $244,636.25 plus prejudgment interest to be paid by her former employer appellee Pfizer, Inc., appeals from the portion of the District Court's order requiring that she sign Pfizer's Settlement and Release Agreement as a condition to enforcement of the Arbitration Award. At issue is whether a District Court can impose such a requirement in the context of a Fed. R. Civ. P. 60(a) proceeding.

I.

In the late 1990s, Dr. Uprichard was employed by the Warner-Lambert Company as Director of Clinical Research. Warner-Lambert merged with Pfizer Inc. in the Spring of 2000, and Uprichard's title was changed from Director of Clinical Research to "Local Clinical Leader." Dissatisfied with her new position, Uprichard submitted a Constructive Termination Eligibility Form, claiming a substantive change in job duties, and a request for severance benefits pursuant to Warner-Lambert's Enhanced Severance Plan ("ESP").

A panel of three arbitrators of the American Arbitration Association found that Uprichard had suffered constructive termination and directed Pfizer to pay her severance benefits in the amount of $244,636.25. The arbitration award imposed no restrictions or conditions on the payment of the award, nor did it discuss the requirement of any settlement or waiver agreement. Although the arbitration panel retained jurisdiction for forty-five days "for purposes of resolving any dispute . . . regarding ESP benefits due under this Award," App. at 366, neither party sought to have the award modified in any respect.

In March of 2003, Pfizer filed suit in the United States District Court for the District of New Jersey seeking to have the Arbitration Award vacated, claiming that the arbitration panel awarded relief that "exceeded the . . . authority afforded to it by the ESP and the parties," and that such relief reflected "manifest disregard for the law, the evidence and the intent of the ESP's drafters." App. at 19-20. Pfizer did not include in its complaint a request to modify the arbitration award to include a requirement that Uprichard sign a settlement or waiver agreement.

By Order dated September 26, 2003, the District Court (I) denied Pfizer's motion to vacate arbitration award, (ii) allowed Uprichard's cross-motion to confirm arbitration award, (iii) denied Uprichard's cross-motion for award of attorneys' fees, (iv) dismissed Pfizer's verified complaint with prejudice, and (v) ordered that judgment be entered in favor of Uprichard in the amount of $244,636.25 plus pre-judgment interest from December 16, 2002. The District Court did not discuss or require any settlement or waiver agreement as a condition of payment.

Following the September 26, 2003 Order, the parties stipulated that the amount of prejudgment interest to be paid to Uprichard was $11,353.80. In a letter dated October 3, 2003, Uprichard informed Pfizer that she would not proceed with an appeal of the denial of her request for attorneys' fees and would, upon receipt of payment of the arbitration award and prejudgment interest, sign and deliver an agreement that judgment had been satisfied.

By letter dated October 7, 2003, Pfizer sent Uprichard a prepared copy of its Settlement and Release Agreement, which included confidentiality and non-disparagement requirements. Moreover, the Agreement provided that should Uprichard violate either of these provisions, she would be required to repay to Pfizer, as "liquidated damages," all the money paid to her pursuant to the arbitration award (the "disputed provisions").*fn2

Pfizer demanded that Uprichard sign the Settlement and Release Agreement, prepared by Pfizer, as a condition to receiving her arbitrated award. Following several telephone conversations between the parties discussing the disputed provisions, counsel for Uprichard sent a letter to Pfizer dated November 4, 2003, stating that although Uprichard was willing to "execute a release of any and all remaining claims she may have against Pfizer in order to expedite payment of the Judgment she obtained," App. at 481, she was not willing to sign the specific release proposed by Pfizer because she claimed that it contained a number of provisions that went well beyond a general release.*fn3 Id. Uprichard attached to the November 4, ...


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