Thompson v. Pioneer Bank & Trust

District Court, D. South Dakota·Decided July 24, 2025·No. 5:24-cv-05067·Unknown

Opinion

UNITED STATES DISTRICT COURT DISTRICT OF SOUTH DAKOTA WESTERN DIVISION

ANDREW TAYLOR THOMPSON, 5:24-CV-05067-RAL Plaintiff, OPINION AND ORDER DENYING AS VS. MOOT MOTION FOR LEAVE TO CONDUCT RULE 56(d) DISCOVERY AND PIONEER BANK & TRUST, DEFERRING RULING ON MOTION FOR PARTIAL SUMMARY JUDGMENT Defendant.

Before this Court is a Motion for Leave to Conduct Rule 56(d} Discovery filed by Defendant Pioneer Bank & Trust (“Pioneer”). Doc. 22. For the following reasons, the motion is denied, but this Court defers ruling on the current pending motion for summary judgment. I. Facts and Procedural Background Plaintiff Andrew Taylor Thompson is a citizen of South Dakota. Doc. 1 at 1. Pioneer is a South Dakota bank. Id, In 2006, Thompson and Pioneer entered into the Pioneer Bank & Trust Registered Representative Employment Agreement (“Employment Agreement”) under which Pioneer employed Thompson as a financial advisor. Docs. 1 at 2; 1-1. Thompson worked for Pioneer until August 2024 when Thompson alleges that he was compelled to resign. Doc. 1 at 3. Thompson informed Pioneer of his resignation by providing Pioneer with a Notice of Resignation of Employment and Termination of Employment Agreement (“Notice”). Doc. 1-3. Thompson informed Pioneer in the Notice that he was terminating the Employment Agreement under Section 2 of the Employment Agreement. Doc. 1-3 at 1. Section 2 states “[t]his

Agreement may be terminated with or without cause at any time by either Party upon written notice of termination to the other, notwithstanding any other [Pioneer] employment policy.” Doc. 1-1 at 2. Thompson alleges that the only obligation in the Employment Agreement that survives termination is the obligation outlined in Section 3(p) of the Employment Agreement. Doc. □ at 3. Section 3(p) states “the [non-solicitation of customer] covenants contained in this Paragraph are the essence of this Agreement, and [] they shall survive this Agreement and apply whether either party terminates this Agreement with or without cause.” Id. at 3; see_also Doc. 1-1 at 3. Thompson alleges that the non-compete clause captured in Section 21 of the Employment Agreement does not contain survival language and as such, ceased with the termination of the Employment Agreement. Doc. | at 3. During his employment with Pioneer, Thompson alleges that he and Pioneer entered into two other agreements relevant to this lawsuit. First, Thompson’s complaint alleges that Pioneer and Thompson both signed the Pioneer Bank & Trust Salary Continuation Agreement (“SCA”). Doc. | at 2 (attaching unsigned copy of SCA). Thompson claims that the SCA is an employee benefits plan governed by the Employee’s Retirement Income Security Act (“ERISA”), Doc. 1 at 5, and that the SCA “was meant to provide Thompson with various retirement, disability, and other employment benefits as an incentive to remain at Pioneer and continue to grow the business.” Doc. 6 at 2. The “Claim and Review Procedures” of the SCA contemplate an employee seeking relief for an “adverse benefit determination” by bringing an action under § 1132(a) of ERISA. Doc. 1-2 at 8—9. Pioneer in connection with a prior motion to dismiss filed an affidavit of its Chief Executive Officer (Pioneer’s CEO) stating that Thompson and Pioneer’s CEO discussed the SCA, but never agreed to its terms. Doc. 4 at 1-2. Thompson has not provided this

Court with a signed copy of the SCA. In a later affidavit, Thompson implies that the SCA may not have been signed but that he relied on it regardless: The SCA was meant to provide me with various retirement, disability, and other employment benefits as an incentive to remain at Pioneer and continue to grow the business. The benefit plan set forth in the SCA apparently morphed into the Long Term Retention Agreement as noted in [Pioneer CEO] Clarkson’s affidavit, as well as an amendment to the Employee Agreement. . . . Pioneer, through Mr. Clarkson, agreed to provide me with retirement and other employee benefits beyond my annual compensation package as set forth in the writings submitted in this lawsuit. Doc. 7 at 1. □

Second, in 2018, the parties entered into the Long Term Retention Agreement (LTRA”). Docs. 1 at 2; 4 at 1; 5-1. The Complaint did not attach the LTRA, but the affidavit of Pioneer’s CEO attached as the LTRA a document titled Second Amendment to Pioneer Bank and Trust Registered Employment Agreement, signed and dated November 5, 2018. Doc. 5-1. The document attached to the Pioneer CEO’s affidavit differs markedly from the SCA, though both address compensation of Thompson upon termination or retirement, with the SCA addressing many other matters and only the SCA referencing ERISA provisions. No other agreement in the record appears to incorporate terms of the SCA. Thompson claims that he continued with Pioneer “at least in part, because I relied on the employee benefits Pioneer promised to me,” and worked at Pioneer “with the understanding and in reliance upon the fact that the employee benefit plan [described] in the SCA and included in later drafts/documents governed my benefits related to my employment.” Doc. 7 at 2. In a second affidavit, Pioneer’s CEO responds that Thompson proposed the LTRA as an alternative to the SCA, that no other Pioneer employee was party to the LTRA, and that the LTRA lacks any hallmarks of an ERISA-governed plan. Doc. 13. In short, . Pioneer asserts that the LTRA was agreed upon in lieu of the SCA. Doc. 12 at 2. Thompson’s ERISA claim meanwhile is based on the terms of the SCA and not the LTRA. See Doc. 1.

After his employment ended, according to Thompson’s complaint, his “expectation of deferred compensation, retirement/pension benefits, and other benefits set forth in the [SCA] were thwarted and undermined.” Doc. | at 4. He further alleges that Pioneer materially breached the SCA and its duty of good faith and fair dealing. Id. After leaving Pioneer, Thompson began working as a financial advisor through Raymond James. Id. Thompson intends to continue to work as a financial advisor, believing that the non- compete clause in his Employment Agreement ended. Id. He further states that he informed Pioneer that he will abide by the non-solicitation clause in the Employment Agreement if Pioneer accepts that the non-compete clause was terminated, Id. at 5. However, Thompson seeks a declaration that he need not abide by the non-solicitation clause because it does not comply with South Dakota law. Id. Thompson’s Complaint contains three counts: 1) an ERISA claim for recovery of benefits under and interference with his rights under the SCA; 2) declaratory judgment seeking various declarations relating to the Employment Agreement and Thompson’s resignation; and 3) breach of the Employment Agreement. Doc. 1 at 5-8. Thompson alleges this Court has jurisdiction under 28 U.S.C. § 1331 over Count 1 and supplemental jurisdiction under 28 U.S.C. § 1367 over Counts 2 and 3. Pioneer moved to dismiss the Complaint for lack of jurisdiction, arguing that this Court lacked subject matter jurisdiction because Thompson and Pioneer never entered into the SCA,

which Thompson alleges is the ERISA-governed plan. Doc. 4 at 3. Pioneer asserted that the ‘absence of the SCA means no ERISA plan nor in turn federal question jurisdiction.' Id.

1 Pioneer also filed an action in Pennington County, Seventh Judicial Circuit, styled Pioneer Bank & Trust v. Thompson, 51 CIV 24-001245, evidently after Thompson started his federal suit. The state court action is stayed pending this case. Doc. 24-1.

Relying on Sanzone v. Mercy Health, 954 F.3d 1031 (8th Cir.

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