Parker v. BankAmerica Corp.

50 F.3d 757, 19 Employee Benefits Cas. (BNA) 1044, 95 Daily Journal DAR 3675, 95 Cal. Daily Op. Serv. 2152, 1995 U.S. App. LEXIS 5819, 1995 WL 121681
CourtCourt of Appeals for the Ninth Circuit
DecidedMarch 23, 1995
DocketNo. 93-36173
StatusPublished
Cited by46 cases

This text of 50 F.3d 757 (Parker v. BankAmerica Corp.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Ninth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Parker v. BankAmerica Corp., 50 F.3d 757, 19 Employee Benefits Cas. (BNA) 1044, 95 Daily Journal DAR 3675, 95 Cal. Daily Op. Serv. 2152, 1995 U.S. App. LEXIS 5819, 1995 WL 121681 (9th Cir. 1995).

Opinion

ALARCON, Circuit Judge:

The appellants are former employees of BankAmerica Corporation (“former employees”). They appeal from the order granting BankAmerica Corporation’s (“BankAmerica”) motion for summary judgment. The former employees were originally employed by Security Pacific Bank of Washington (“Security Pacific”). On April 22, 1992, they became BankAmerica employees when BankAmerica merged with Security Pacific. BankAmerica sold the business units where the former employees worked to Key Bank and West One Bank on September 4,1992. This divestiture was required by the State of Washington as a condition of the state’s approval of the merger. As employees of Key Bank or West One Bank, the former employees received positions with comparable responsibilities and salaries as the positions they held with BankAmerica.

The former employees contend that because their positions with BankAmerica were terminated when their business units were sold to Key Bank or West One Bank, they are entitled to benefits under the BankAmer-ica Merger Transition Program (“MTP”). The former employees also maintain that the BankAmerica Corporation Employee Benefits Administrative Committee (“BankAmeri-ca Benefits Committee”) breached its fiduciary duty to them, violated ERISA’s disclosure requirements, and it should be equitably es-topped from denying their request for benefits under the MTP. The former employees also request an award of attorneys’ fees for the expenses they have incurred in bringing this appeal.

We affirm the order granting BankAmeri-ca’s motion for summary judgment. The BankAmerica Benefits Committee did not abuse its discretion in finding that the former employees are not eligible for benefits under the MTP because no evidence was presented to that body that they did not receive “appropriate” positions with Key Bank or West One Bank. We also affirm the judgment of dismissal of the additional claims in the complaint. We deny the former employees’ request for an award of attorneys’ fees for the expenses they incurred in bringing this appeal.

I.

PERTINENT FACTS AND PROCEDURAL HISTORY

The former employees brought this action for an award of severance benefits under the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. § 1001. The former employees were originally employed by Security Pacific Bank of Washington (“Security Pacific”). On April 22,1992, Security Pacific and BankAmerica merged. The merged corporation is known as the BankAmerica Corporation.

BankAmerica adopted the MTP to benefit workers who were displaced due to the merger. The MTP does not contain a definition of a “displaced worker.” The record shows, however, that three categories of employees were involved in the BankAmeriea/Security Pacific merger. The first group of employ[761]*761ees continued their employment with BankAmerica after the merger. The MTP does not provide any benefits to the retained employees. The second group of employees, like the former employees who are before us, worked in business units that were sold, following the merger, as part of the divestiture. The Administrative Procedures require that the employees affected by the divestiture receive an appropriate position with Key Bank or West One Bank. An employee in the second category who did not receive an appropriate position is entitled to the MTP benefits. The third group includes those persons whose employment was terminated as the result of the displacement caused by the merger. The displaced employees were not part of the business units that were sold to Key Bank or to West One Bank as part of the divestiture. Displaced employees were entitled to the following benefits: “Transition assistance which includes Program pay, including severance pay; Outplacement assistance; Continuation/extension of certain benefits; Special treatment of stock based benefits; AND Additional special benefits.” Thus, the MTP provides discrete benefits for former employees who were guaranteed and received continuous employment, without interruption, with Key Bank or West One Bank after the divestiture, and for the displaced employees. Under the MTP, divested employees are entitled to appropriate positions with Key Bank and West One Bank. If a divested employee did not receive an appropriate position, that employee is eligible for benefits under the MTP. In contrast, displaced employees were entitled to transition benefits upon being notified that their employment would be terminated.

The MTP brochure contained a “Summary Plan Description” (“Summary”). The Summary states that “[t]he [MTP] brochure and the [Merger Transition Program] Guidelines and Administrative Procedures are a complete statement of the Merger Transition Program Severance Pay Plan and supersede all prior plans, representations, and proposals, written or oral, relating to this subject matter.” (emphasis added).

The Summary lists three criteria for eligibility for benefits as a displaced employee under the MTP.

1. The class, unit or group of individuals covered by the [MTP] is regular full-time or regular prime time salaried employees of a domestic BankAmerica Corporation, company, subsidiary, or affiliate ... or of a domestic Security Pacific Corporation company, subsidiary or affiliate employed within the United States, as determined by management, below the senior vice president level.
2. Other eligibility factors for the Program include:
A. That the employee was notified of displacement between January 1, 1992 and one (1) year of the date of the Security Corporation/BankAmerica Corporation merger; and
B. That the employee’s employment must terminate as a result of the displacement.

The Merger Transition Program Guidelines and Administrative Procedures (“Administrative Procedures”) specify that:

employees impacted by company acquisitions, sales and/or divestitures may be covered by the Merger Transition Program, except that employees who: (1) are offered a position in the seller’s/purchaser’s organization which the company deems appropriate ... are ineligible for this Program, and/or Transition Assistance, including severance pay and benefits.

(emphasis added). The Administrative Procedures do not contain a definition of an “appropriate position.”

On September 4, 1992, after the merger between BankAmerica and Security Pacific, BankAmerica sold the business units where the former employees worked to Key Bank and West One Bank. These sales were required by the State of Washington as a condition of the state’s approval of the merger. The purchase agreements between BankAm-erica and Key Bank or West One Bank provide that:

To the extent consistent with [Key Bank or West One Bank’s] existing compensation structure for comparable positions and [762]*762comparable officer titles, all [BankAmerica employees] shall be offered employment at base wages and salaries no less favorable than the wages and salaries currently being paid by [BankAmerica] to such employees and in positions with comparable responsibilities and officer titles.

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50 F.3d 757, 19 Employee Benefits Cas. (BNA) 1044, 95 Daily Journal DAR 3675, 95 Cal. Daily Op. Serv. 2152, 1995 U.S. App. LEXIS 5819, 1995 WL 121681, Counsel Stack Legal Research, https://law.counselstack.com/opinion/parker-v-bankamerica-corp-ca9-1995.