United States District Court, E.D. Pennsylvania
Karen JENKINS, et al.
The UNION LABOR LIFE INS. CO., INC., et al.
[Copyrighted Material Omitted]
[Copyrighted Material Omitted]
Julie A. Lavan, The Law Offices of Julie Lavan LLC, Moorestown, NJ, Alaina A. Gregorio, Lavan Law, Moorestown, NJ, for Karen Jenkins, et al.
Emily S. Hatch, Schulte Roth & Zabel LLP, New York, NY, Ronald E. Richman, Michael L. Banks, Jonathan Spells Krause, Morgan, Lewis & Bockius, LLP, Philadelphia, PA, for The Union Labor Life Ins. Co., Inc., et al.
BARTLE, District Judge.
The twelve plaintiffs  are former employees of defendant Amalgamated Life Insurance Company (" Amalgamated" ). In their amended complaint, plaintiffs allege that they are entitled to benefits under a defined benefit pension plan sponsored by Amalgamated. Plaintiffs contend that in denying them benefits under this plan, Amalgamated has violated provisions of the Employee Retirement Income Security Act (" ERISA" ), 29 U.S.C. §§ 1003-1461. Before the court are the cross-motions of plaintiffs and Amalgamated for summary judgment under Rule 56 of the Federal Rules of Civil Procedure.
Summary judgment is appropriate " if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a); see also Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). " A party asserting that a fact cannot be or is genuinely disputed must support the assertion by ... citing to particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations ..., admissions, interrogatory answers, or other materials; or ... showing that the materials cited do not establish the absence or presence of a genuine dispute, or that an adverse party cannot produce admissible evidence to support the fact." Fed.R.Civ.P. 56(c).
A dispute is genuine if the evidence is such that a reasonable jury could return a verdict for the non-moving party.
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 254, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). Summary judgment is granted where there is insufficient record evidence for a reasonable jury to find for the plaintiffs. Id. at 252, 106 S.Ct. 2505. " The mere existence of a scintilla of evidence in support of the plaintiff's position will be insufficient; there must be evidence on which the jury could reasonably find for the plaintiff." Anderson, 477 U.S. at 252, 106 S.Ct. 2505. We view the facts and draw all inferences in favor of the non-moving party. Boyle v. Cnty. of Allegheny, 139 F.3d 386, 393 (3d Cir.1998). When ruling on a motion for summary judgment, we may only rely on admissible evidence. See, e.g., Blackburn v. United Parcel Serv., Inc., 179 F.3d 81, 95 (3d Cir.1999).
The undisputed facts in the record describe the following.
Prior to May 9, 2004, plaintiffs worked in the claims department of Union Labor Life Insurance Company, Inc. (" ULLICO" ) at a facility known as the Pennsylvania Service Center (" PSC" ). ULLICO offers insurance and other products to labor unions as well as their members and their members' families. While employed with ULLICO, plaintiffs were members of the Office and Professional Employees International Union (" OPEIU" ), Local 153, and the terms and conditions of their employment with ULLICO were governed by a collective bargaining agreement. As a benefit of their employment with ULLICO, plaintiffs were participants in a defined benefit pension plan.
On March 9, 2004, ULLICO entered into Administrative Services Agreements with two Amalgamated affiliates, ALICARE, Inc. and Alicare Medical Management, Inc. Under these agreements, which had a term of three years, these Amalgamated affiliates assumed responsibility on May 10, 2004 for performing claims administration services on ULLICO insurance policies. Previously, ULLICO performed its own claims administration. As part of these agreements, ULLICO sold some assets to the affiliates, including a claims processing software system known as Eldorado.
In 2004, Amalgamated, which had offices in White Plains, New York and in New Hampshire, contemplated moving the ULLICO claims processing work from the PSC to its New York facility. Amalgamated ultimately decided against doing so because that would also require its New York staff to become proficient with the Eldorado software system within a period of time that was deemed unworkable.
Sometime in March 2004, ULLICO vice-president Kelly McKee, nee Ellston, met with ULLICO employees and explained that they would have the opportunity to work for Amalgamated when the Administrative Service Agreements took effect. According to plaintiff Jacqueline Mays, Ellston said that the benefits the ULLICO
employees would have at Amalgamated would " mirror" the benefits they had at ULLICO.
On March 19, 2004— after the Administrative Services Agreements were signed but before they became effective— Claire Levitt, an executive vice president of Amalgamated, Jeanne Jarvis-Meara, a vice president of human resources, and other Amalgamated personnel met with ULLICO employees, including plaintiffs. According to plaintiff Mays, the Amalgamated representatives stated in this meeting that the benefits offered at Amalgamated would " mirror" those offered at ULLICO and that ULLICO employees would be " grandfathered" into those benefits, that is, that time worked at ULLICO would be credited toward Amalgamated benefit programs.
At this meeting, the Amalgamated representatives distributed to the ULLICO employees a document entitled " Questions and Answers for ULLICARE Staff about Amalgamated Life March 19, 2004" (the " Q & A" ). It appears from exhibits in the record that two days before the meeting, the Q & A was created from a list of questions and answers that Levitt, Jarvis-Meara, and other Amalgamated employees had compiled in or around February 2004 to help prepare them to answer anticipated queries from ULLICO staff. The Q & A that was distributed to the ULLICO employees at the PSC confirmed that all of them would be offered a job with Amalgamated. It explained in general terms its expectations of its employees and its benefit structure. The Q & A stated Amalgamated was " committed to ... keeping the PSC facility open," but that employees' pay likely would be reduced. The document further noted that once they became Amalgamated employees, the then-ULLICO employees would be covered under Amalgamated's health insurance plan. Significantly, the Q & A contains the following two questions and the accompanying answers:
Q. Will our time with ULLICARE be counted?
A. We will recognize ULLICARE service for certain benefits that are based on years of service such as accruing vacation and short term disability. The letter of offer will provide your adjusted service date. Otherwise your service date will be considered to be 5/10/04.
Q. Is there a Pension Plan?
A. There is a 3-year eligibility period for PSC employees to join the Amalgamated Life staff pension plan. Once you become eligible, the 3-year wait period will be credited towards the 5-year vesting requirement.
Either at the March 19, 2004 meeting or at a subsequent meeting in March, an Amalgamated representative distributed another document entitled " A General Overview of Coverage and Benefits as a UFA Union Employee." This document, which is dated " (03/2004)," refers to a
401(k) savings program but does not mention a defined benefit pension plan. Plaintiff Mays states in an affidavit that the ULLICO employees at the meeting were informed that the " general overview" document they received actually described the benefits for Amalgamated employees at the New York office but would " show [them] what to anticipate for benefits when [they] became employed" at Amalgamated. The meaning of the phrase " UFA Union Employee" is not explained in the record.
Amalgamated extended offers of employment to each of the plaintiffs in letters dated April 7, 2004 from Jarvis-Meara, Amalgamated's vice president of human resources. Although it was not expressly stated in the letters, it is apparent from the record that all parties understood that the ULLICO employees who accepted Amalgamated's offer of employment would become Amalgamated employees on May 10, 2004. The letters communicating the offer contained the position, salary, and vacation time the recipient would have at Amalgamated. Concerning benefits, the letters stated, " You received a General Overview of Coverage and Benefits during my recent visit. This Overview gives you a quick summary of our benefit programs." (italics in original.) It contained no mention of the Q & A or of any pension benefits. The letters further noted that questions about benefits would be addressed at an orientation scheduled for April 20 and 21, 2004. None of the plaintiffs asked an Amalgamated representative about pension benefits when they received their offers of employment. All of the plaintiffs accepted Amalgamated's employment offer.
At the time of these events in early 2004, some Amalgamated personnel participated in a defined benefit pension plan known as the UNITE Staff Retirement Plan (the " Pension Plan" ), which has since been renamed the Consolidated Retirement Plan. This plan provides pension benefits to the employees of multiple employers, including Amalgamated. It is governed by a board of trustees, two of whom are named by Amalgamated. At the meeting of the board of trustees held on April 14, 2004, it amended the plan to exclude those employees who would be at the PSC. The minutes state:
Mr. Hirsch, [an Amalgamated executive vice president present at the meeting]  then reported that Alicare, Inc. and Alicare Medical Management had entered into an agreement with Union Labor Life Insurance Company, to provide administrative services to Union Labor Life. This would entail the retention of approximately 100 employees formerly employed by Union Labor Life in King of Prussia, Pennsylvania. Upon motion duly made, seconded and unanimously carried, the Pension Plan was amended to provide that the Amalgamated Life and Alicare Medical Management employees employed in the Prussia [sic] office would not be covered for pension benefits.
On May 7, 2004, two days before the Administrative Service Agreements would take effect, Amalgamated and the Industrial, Technical & Professional Employees Union (" ITPEU" ), a union affiliated with OPEIU, signed a memorandum of understanding stipulating that ITPEU would be the exclusive collective bargaining representative for the purpose of negotiating a collective bargaining agreement (" CBA" ).
ULLICO terminated plaintiffs on May 9, 2004, and plaintiffs became Amalgamated employees on May 10, 2004. At that time, no CBA between ...