Calvitti v. Anthony & Sylvan Pools Corp.

351 F. App'x 651
CourtCourt of Appeals for the Third Circuit
DecidedNovember 13, 2009
DocketNos. 08-2790, 08-2923
StatusPublished

This text of 351 F. App'x 651 (Calvitti v. Anthony & Sylvan Pools Corp.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Third Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Calvitti v. Anthony & Sylvan Pools Corp., 351 F. App'x 651 (3d Cir. 2009).

Opinions

OPINION OF THE COURT

JORDAN, Circuit Judge.

Raymond Calvitti appeals orders of the United States District Court for the Eastern District of Pennsylvania dismissing his complaint against Anthony & Sylvan Pools Corporation (“A & S”) and an affiliated trust and trustee. Because Calvitti entered into an unambiguous agreement releasing those parties from any claim, we will affirm.

1. Background

Calvitti served as the President of KDI Sylvan Pools, Inc. (“KDI”), the predecessor in interest to A & S.1 On April 12, 1993, KDI created a Supplemental Retirement Plan (the “Plan”) designed to “reward Raymond J. Calvitti ... for his loyal and continuous service to the Company by providing supplemental retirement benefits.” (App.31.) As part of the Plan, KDI created a trust (the “Trust”) and agreed to make periodic contributions to it. The Plan stated that when Calvitti reached the age of 65 and was no longer working for KDI, the Company would “pay him an amount equal to the fair market value of the assets in the Trust as of such date.” (App.32.)

Under the Plan, Calvitti’s benefits were to be paid from KDI’s assets, not the Trust.2 The Trust served only as a meas[653]*653uring stick for the amount Calvitti was due under the Plan. The Trust Agreement further emphasized that Calvitti did not have any claim to, or interest in, the assets in the Trust.3

In October 1995, KDI terminated Calvit-ti for cause. The following month, Calvitti and KDI entered into an “Agreement and Release” (the “Agreement”) designed to resolve all issues and disputes between them and sever their relationship amicably. In the Agreement, KDI agreed to (1) waive all claims it had against Calvitti as a result of his misconduct;4 (2) pay Calvitti a lump sum of $33,333.33; (3) pay Calvitti $3,846.15 per week from October 30, 1995 to June 30, 1996 (roughly $134,000); and (4) pay Calvitti’s health insurance expenses through June 30,1996. (App.86-89.)

In return, Calvitti agreed to release KDI and its affiliated entities from any claims he may have had against them. The release provides as follows:

For and in consideration of the monies and Benefits paid to EMPLOYEE [Cal-vitti] by EMPLOYER [KDI], ... and for other good and valuable consideration, EMPLOYEE hereby waives, releases and forever discharges EMPLOYER ... and the Supplemental Retirement Plan of KDI Pools, Inc., their assigns, predecessors, successors, trustees, and affiliated entities ... from any and all claims, suits, debts, dues, accounts, ... contracts, ... agreements, promises, claims, ... or causes of action of any kind or nature whether in law or equity, ... including, but not limited to ... claims arising under ... the Employment Retirement Income Security Act of 1974 (ERISA) ... and any and all other claims arising under federal, state or local law ... whether known or unknown; provided, however that parties do not release each other from any claim of breach of the terms of this Agreement and Release.

(App. 87-88 (emphasis in original).) By its terms, the Agreement specifically released KDI and its successors and affiliated entities from claims brought under ERISA.

Another section of the Agreement stated that KDI would have no further obligation to make any additional contributions to the Trust.5 The Agreement also contained a [654]*654provision advising Calvitti to consult an attorney, stating that he had been given 21 days to consider the Agreement, and giving him seven days to rescind the Agreement after signing it. (App.91.)

On August 2, 1996, after KDI had fully performed under the Agreement, Calvitti, who had not yet reached the age of 65, requested that KDI pay him the sums held in the Trust. KDI’s attorney responded simply that KDI had “determined to continue administration of the Plan according to its terms.” (App.59.) In 2007, Calvitti turned 65 and again requested the sums held in the Trust. Calvitti’s request was denied, and he filed suit in the United States District Court for the Eastern District of Pennsylvania, alleging violations of ERISA and various common law claims. The complaint was later amended to add the Trust and Trustee as defendants.

KDI filed a motion pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure to dismiss Calvitti’s First Amended Complaint for failure to state a claim. In an order dated June 2, 2008, the District Court granted the motion, finding that Calvitti had unambiguously released all his claims — -including ERISA claims — against KDI. The Court noted that, in fighting dismissal of his complaint, Calvitti had limited his arguments to the interpretation of the Agreement and had not challenged whether the Agreement was entered into knowingly and voluntarily. The Court also held that Calvitti’s common law claims were preempted by ERISA.

On June 9, 2008, the Trust and Trustee filed a motion to dismiss, which the Court granted on June 24. Calvitti separately appealed the District Court’s orders dismissing his claims against KDI and the Trust and Trustee, and his appeals have been consolidated for disposition. On appeal, he argues that he did not relinquish his claims to the money held in the Trust.

II. Discussion6

We review de novo the District Court’s decision to grant a motion to dismiss. Phillips v. County of Allegheny, 515 F.3d 224, 230 (3d Cir.2008). In deciding a motion to dismiss under Rule 12(b)(6), a trial court must “accept all factual allegations as true, construe the complaint in the light most favorable to the plaintiff, and determine whether, under any reasonable reading of the complaint, the plaintiff may be entitled to relief.” Id. at 233 (quotation omitted).

We apply federal law to the interpretation of contracts affecting ERISA benefits. Moráis v. Cent. Beverage Corp. Union Employees’ Supplemental Retirement Plan, 167 F.3d 709, 711 (1st Cir. 1999); see also Fisher Dev. Co. v. Boise Cascade Corp., 37 F.3d 104, 108 (3d Cir. 1994) (citation omitted) (“It is, of course, well settled that federal law governs issues relating to the validity of a release of a federal cause of action.”). That law includes the general contract principle that “an unambiguous agreement should be enforced according to its terms.” McDowell v. Phila. Housing Auth., 423 F.3d 233, 238 (3d Cir.2005). Whether an agreement is ambiguous is a question of law for the court to decide after considering whether, from an objective standpoint, the agreement is reasonably susceptible to at least two different interpretations. See id. In making that determination, the court should consider the language of the agree[655]*655ment, the interpretations suggested by the parties, and the extrinsic evidence offered in support of each interpretation. Fin-horn v. Fleming Foods of Pa., Inc., 258 F.3d 192, 194-95 (3d Cir.2001).

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