Whisman v. Ford Motor Co.

157 F. App'x 792
CourtCourt of Appeals for the Sixth Circuit
DecidedOctober 26, 2005
Docket04-3877
StatusUnpublished
Cited by5 cases

This text of 157 F. App'x 792 (Whisman v. Ford Motor Co.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Whisman v. Ford Motor Co., 157 F. App'x 792 (6th Cir. 2005).

Opinions

RYAN, Circuit Judge.

The district court granted summary judgment in favor of the defendants, Ford Motor Company and ZF Batavia, LLC, in this action alleging violations of the overtime provisions of the Fair Labor Standards Act (FLSA), 29 U.S.C. §§ 201-219, and Chapter 4111 of the Ohio Revised Code (ORC). The plaintiffs appeal the summary judgment and also appeal the dismissal of their state law claims for fraudulent misrepresentation, breach of contract, and promissory estoppel. For the following reasons, we will affirm.

I.

Ford Motor Company formerly owned and operated an automatic transmission plant in Batavia, Ohio. The plant had been underperforming for some time and was scheduled to be shut down in 2004 or 2005. In 1999, Ford sold most of its ownership interest in the Batavia plant to ZF Batavia, LLC (ZFB), a joint venture formed by Ford and ZF Friedrichshafen AG (ZF). ZF had experience with new technology for producing a transmission known as the CVT transmission. The joint venture was formed because Ford and ZF hoped to utilize ZF’s CVT technology and Ford’s experience in the mass production of transmissions to produce the CVT transmission. Under the terms of the joint venture agreement, ZF held a majority ownership interest in ZFB with 51 percent of the shares, while Ford retained a minority ownership interest with 49 percent of the shares.

Before Ford transferred the plant operations to ZFB, Ford gave its salaried employees the option of ending their employment with Ford and becoming employees of ZFB or remaining Ford employees, provided employment at another Ford plant was available. On May 27,1999, representatives from Ford and ZFB met with the salaried employees to discuss the joint venture and to provide information regarding ZFB’s benefits and compensation plans. During the meeting, the Ford salaried employees were presented with a compensation package that was, with certain exceptions, virtually identical to their compensation package at Ford, should they elect to join ZFB. The plaintiffs allege that, during this meeting and other less formal gatherings, Ford and ZFB representatives assured them that their “overtime would remain the same” under ZFB.

As an inducement to the salaried employees to resign from Ford and join ZFB, Ford drafted a brochure summarizing the benefits and compensation that ZFB would offer to its salaried employees. The brochure stated, among other things, that “[authorized overtime will be paid,” and noted that its Annual Incentive Plan would be “based on [ZFB’s] success determined by product quality, timing and delivery of new and existing products and profitability.” The brochure contained a disclaimer stating that the plans described in the document were “subject to change.” The plaintiffs comprise a group of 15 former [795]*795salaried employees of Ford who eventually accepted employment at ZFB.

Within weeks of the May 27,1999, meeting, many of the plaintiffs signed their offer letters to join ZFB and, by the end of the year, all of them had resigned from Ford and accepted employment with ZFB. As part of the transition to ZFB, the plaintiffs were required to complete applications for employment. In the applications, the plaintiffs acknowledged that they would be employed on an at-will basis.

The salaried employees at the Batavia plant were eligible to receive overtime pay under both Ford and ZFB. Beginning in November 2000, however, ZFB implemented an overtime policy that differed from Ford’s policy. Prior to and for some time after ZFB began operating the plant, salaried employees, particularly the supervisors who worked on the plant floor, were required to arrive at the plant early and to remain at work late to help accommodate the shift change. This overtime work was known as “casual time.” Under Ford’s overtime policy, a salaried employee at the plant who worked at least one full hour of overtime beyond his eight-hour shift would receive an hour’s pay at the salaried overtime rate, and thus, would receive overtime compensation for casual time. Under ZFB’s new policy, a salaried employee received no overtime compensation if he worked less than two full hours beyond his eight-hour shift, and even if he did work two full hours, he would not be paid overtime for the first hour. The plaintiffs allege this new policy violated their statutory overtime compensation rights.

The plaintiffs also allege that ZFB reneged on its promises concerning its Annual Incentive Plan. Although Ford’s brochure did not describe how the salaried employees’ incentive money would be distributed on an individual basis under ZFB, the plaintiffs allege that they were informed that payments under the Annual Incentive Plan would vary only according to job classification, not individual job performance. Beginning in 2002, however, ZFB took into account individual performance in distributing annual bonuses. Meanwhile, and significantly, the plaintiffs continued to work for ZFB, despite the changes to their overtime compensation and annual incentive bonuses.

In 2001, ZFB was awarded status as a Foreign Trade Zone, a status which gave it certain economic advantages with respect to the importation of goods. Leonard Sennish, ZFB’s Director of Human Resources, testified that regulations governing foreign trade zones required that documentation be maintained regarding the ingress of individuals into the Batavia plant. Accordingly, on August 29, 2001, Sennish issued a memorandum to all salaried employees, announcing that they would be required to swipe their electronic identification badges through a card reader to record their ingress into and egress from the plant (the Sennish memo). The Sennish memo was specifically addressed to “All ZFB[ ] Salaried, Ford Salaried and Contract Employees with Salaried Responsibilities” and was not sent to the hundreds of hourly employees at the plant. To ensure compliance with the new policy, the memorandum warned that the salaried employees’ time sheets would be audited against the card reader reports, and that any unexplained discrepancies could lead to possible “pay adjustments.” Despite this threat, there is no evidence in the record that any salaried employee’s base pay has ever been docked as a result of the policy.

On June 6, 2002, seven of the plaintiffs in this appeal brought suit against Ford and ZFB, asserting statutory overtime compensation claims under federal and Ohio law, in addition to state law claims for [796]*796fraudulent misrepresentation, breach of contract, and promissory estoppel. Thereafter, Ford filed a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), and its motion was denied. The plaintiffs later amended their complaint to add additional plaintiffs, and the parties then engaged in extensive discovery. After the close of discovery, Ford and ZFB both filed motions for summary judgment. After the plaintiffs filed their responses to the motions for summary judgment, Ford moved to strike certain deposition exhibits that were filed with the plaintiffs’ response to Ford’s motion. The plaintiffs, in turn, filed a motion to strike certain affidavits submitted with ZFB’s reply brief in support of its motion for summary judgment. On June 1, 2004, the district court granted the defendants’ motions for summary judgment, while denying, as moot, both the plaintiffs’ and the defendants’ motions to strike. The plaintiffs appealed.

II.

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Bluebook (online)
157 F. App'x 792, Counsel Stack Legal Research, https://law.counselstack.com/opinion/whisman-v-ford-motor-co-ca6-2005.