On Appeal from the United States District Court for the Western District of Pennsylvania (Pittsburgh) (D.C. Civil Action No. 86-1695).
Sloviter and Cowen, Circuit Judges, and Roth, District Judge.*fn*
Appellee R. Bruce Miller brings this action for alleged violations of the Employee Retirement Income Security Act of 1974, 29 U.S.C. section 1001 et seq. ("ERISA"), against his former employer and an employee pension plan created by his former employer. The district court entered summary judgment in favor of the former employer, Eichleay Engineers, Inc. ("EEI"), against Miller, and in Miller's favor against the employee pension plan, the Peter F. Loftus Corporation Executive Supplemental Pension Plan (the "PFL Plan"). The PFL Plan has appealed the summary judgment against it. We will reverse.
On July 16, 1979, at the age of 59, appellee began working for the Peter F. Loftus Corporation ("PFL"). Later that same year, PFL created the PFL Plan to supplement the retirement income of certain PFL employees. The minutes of the Board of Directors' meetings for September 12 and December 12, 1979, document the creation and adoption of the PFL Plan. App. at 250-58.*fn1 The expressed purpose of the PFL Plan, as reflected in the resolutions adopted by the Board at the December meeting, was to "attract" and "motivate" executives in order to encourage them to stay with PFL until age 65. App. at 257. Those resolutions authorize the President of PFL to "designate the executives to be eligible to participate in the plan." Id.
In a memorandum dated December 20, 1979, William McAleer, who was at the time President and Chairman of the Board of PFL, announced the adoption of the PFL Plan. App. at 260. McAleer's memorandum provides that "those in the management group" who had completed five years of service and were under 65 years of age would be "eligible" to participate in the PFL Plan. Id.*fn2 Stating that the Board of Directors had authorized him to proceed with implementation of the PFL Plan, McAleer's memorandum named the eight "initial" PFL Plan participants. Id.*fn3 Attached to McAleer's memorandum was a two-page summary of the PFL Plan providing that the program would be "implemented through individual contracts between the Corporation and the covered executives." App. at 242-43.*fn4 Appellee, who had been working at PFL less than six months at the time the memorandum was distributed, concedes that he did not receive an original copy of the memorandum but rather obtained photocopies of it from a fellow PFL employee. App. at 292-93, 298.
In a second memorandum dated April 20, 1983, McAleer announced that four more individuals had become eligible to participate in the PFL Plan. App. at 397. No more such designations were made by McAleer or any other officer of PFL. Altogether, twelve PFL employees were specifically named eligible to participate in the PFL Plan.
Appellee first formally inquired about his ability to participate in the PFL Plan in a letter to McAleer's successor, Samuel C. Lyon, dated December 12, 1984.*fn5 App. at 266. Shortly after sending the letter, appellee was told by Clark Rainey, EEI Director of Personnel, that his request for a supplemental pension had been denied because the PFL Plan had been terminated in 1983. App. at 161, 266. That conversation is documented by a note Rainey wrote to Lyon on a copy of appellee's letter. App. at 266. In a second letter to Lyon, dated March 12, 1985, appellee again inquired about participation in the PFL Plan but received no reply.
Appellee eventually retained an attorney who wrote a letter to EEI dated August 7, 1985, requesting that EEI commence paying appellee benefits under the PFL Plan. App. at 391-93. By letter dated December 20, 1985, an attorney representing EEI and the PFL Plan informed appellee's attorney that because appellee had not been chosen by the President of PFL to receive a PFL Plan contract before termination of the PFL Plan in 1983, appellee was not entitled to participate in the PFL Plan. App. at 394-96.
Appellee originally sued his employer, EEI, in the Court of Common Pleas of Allegheny County, Pennsylvania, to recover the benefits allegedly due him under the PFL Plan. EEI removed the action to the District Court for the Western District of Pennsylvania. Appellee's motion to remand the action was denied by the district court, which found that, because appellee's claim was exclusively cognizable under ERISA, 29 U.S.C. section 1132(a)(1)(B), appellee had stated a claim arising under the laws of the United States. Miller v. Eichleay Engineers, Inc., Civil Action No. 86-1695, slip op. (W.D.Pa. Nov. 12, 1986). App. at 24. Appellee subsequently filed ...