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Boyd v. ConAgra Foods, Inc.

United States Court of Appeals, Eighth Circuit

January 5, 2018

James Boyd Plaintiff- Appellant
v.
ConAgra Foods, Inc. Defendant-Appellee James Boyd Plaintiff- Appellee
v.
ConAgra Foods, Inc. Defendant-Appellant

          Submitted: September 20, 2017

         Appeals from United States District Court for the Eastern District of Missouri - St. Louis

          Before WOLLMAN, MELLOY, and GRUENDER, Circuit Judges.

          MELLOY, CIRCUIT JUDGE.

         James Boyd, a former employee of ConAgra Foods, Inc., brought this action pursuant to the Employee Retirement Income Security Act of 1974 ("ERISA"). Boyd seeks to recover severance benefits under an ERISA plan that guarantees these benefits when ConAgra, in certain circumstances, materially reduces an employee's position, duties, or responsibilities. Boyd alternatively claims that ConAgra breached its fiduciary duty by misleading him about his employment. The district court[1]granted ConAgra summary judgment on these claims and then granted Boyd his attorney's fees, pursuant to the plan's terms. We affirm.

         I. Background

         Boyd previously worked for Ralcorp Holdings, Inc., in the position of "Vice President of Operations." In January 2013, ConAgra purchased Ralcorp through a corporate acquisition. Following this acquisition, ConAgra retained Boyd as an employee, changing his job title to "Vice President of Manufacturing." ConAgra also assumed Ralcorp's obligations arising from Ralcorp's employee-benefits programs.

         As part of his employee benefits with Ralcorp and then ConAgra, Boyd was covered under the "Ralcorp Holdings, Inc. Severance Plan for Exempt Administrative Employees Eligible for the Ralcorp Holdings, Inc. Management Bonus Program" (the "Plan"), which is governed by ERISA. Under the Plan, Boyd is entitled to recover severance benefits after self-terminating his employment within twenty-four months after a "Change in Control, " including a corporate acquisition of Ralcorp, based on "Good Reason." The Plan defines "Good Reason" as "any of the following acts by the Company without the prior written consent of the Employee: . . . i) a material reduction in the Employee's position, duties, or responsibilities; or ii) a material adverse change in the Employee's reporting relationships." The Plan further provides, "Notwithstanding anything in this definition to the contrary, an act by the Company shall not constitute 'Good Reason' unless the Employee gives written notice of the same to the Company within 30 days of such act, and the Company fails, within 30 days of such notice, to reverse such act." The Plan's terms give the "Plan Administrator"-that is, Ralcorp and then ConAgra-"'the exclusive discretionary authority to construe and interpret the Plan [and] to decide all questions of eligibility for benefits, ' including the discretion to decide whether 'Good Reason' exists."

         Boyd alleges that after ConAgra acquired Ralcorp, he "suffered a significant decrease in his responsibilities and his ability to give input on and influence high-level decisions within the company." Boyd contends that these changes gave him "Good Reason, " as defined under the Plan, to self-terminate his employment and to recover severance benefits under the Plan. Boyd sent ConAgra four letters asserting that he had Good Reason to self-terminate his employment and to recover severance benefits. He also communicated with ConAgra on several occasions regarding his claim for severance benefits. A summary of those letters and communications are as follows.

         In August 2013, Boyd sent ConAgra a letter stating that he believed he had Good Reason based on the material adverse differences between his job as Vice President of Operations for Ralcorp and the position ConAgra had offered Boyd as Vice President of Manufacturing. Boyd specifically alleged, among other claims, that the new position decreased his authority over hiring and adversely changed his reporting relationships.

         After receiving Boyd's August 2013 letter, ConAgra investigated Boyd's allegations. When a Plan participant gives notice of a claim of Good Reason to self-terminate, a committee typically investigates that claim by evaluating the alleged employment changes and determining whether those changes met the Plan's definition of Good Reason. In this case, the investigative committee evaluated Boyd's allegations and concluded that ConAgra had not materially reduced Boyd's employment in such a manner as would qualify as Good Reason. Based on this determination, Amy Ariano, the head of the investigative committee and a Vice President of Human Resources, met with Boyd to discuss his August 2013 letter and the committee's findings. Ariano informed Boyd that the committee had investigated his alleged employment changes and concluded that they did not establish Good Reason under the Plan's terms. Following this meeting, Boyd signed an employment agreement with ConAgra, accepting the position ConAgra had offered him.

         In November 2013, Boyd sent ConAgra a second letter detailing additional employment circumstances that he believed further established Good Reason. These additional circumstances included: ConAgra "materially eliminating [Boyd's] capital approval authority" and delegating to a project manager Boyd's project-coordination duties over the "Red Card Project, " a project Boyd oversaw. After receiving this letter, the investigative committee considered Boyd's allegations and denied that Good Reason existed.

         In December 2013, Boyd sent ConAgra a third letter describing additional circumstances he believed further established Good Reason. Boyd alleged that ConAgra had excluded him from a "Senior Leadership Team Meeting" in November 2013. The investigative committee considered this allegation and denied that Good Reason existed.

         Kelly Schaefer, ConAgra's Vice President of Human Resources for Supply Chain, then met with Boyd over two days in December 2013 to discuss the allegations in his letters. Schaefer met with Boyd at the direction of the investigative committee and used talking points that the committee had prepared. Schaefer informed Boyd that the committee had received his additional letters and had determined that his alleged employment changes did not establish Good Reason. Schaefer did not identify what specifically ConAgra would deem to be a "material" reduction in Boyd's employment that would establish Good Reason. Schaefer also stated that Boyd remained the "Business Owner" for the Red Card Project. According to Boyd, Schaefer failed to inform him that the Red Card Project had been discussed and overhauled at a "Network Optimization Meeting" earlier in the month.

         In early January 2014, Boyd sent ConAgra another letter, stating that he would self-terminate his employment with ConAgra at the end of the month. In this letter, Boyd alleged additional circumstances establishing Good Reason to self-terminate: ConAgra had excluded him from the Network Optimization Meeting and from the hiring process for a plant manager at one of the plants Boyd supervised. The committee investigated these claims and concluded that they did not establish Good Reason. Boyd then terminated his employment with ConAgra on January 31, 2014.

         In February 2014, Boyd submitted to ConAgra an administrative claim for severance benefits under the Plan, alleging he self-terminated for Good Reason based on the above alleged employment changes. On April 10, 2014, ConAgra-as the Plan Administrator-denied Boyd's claim on two grounds: (i) Boyd failed to terminate his employment within the ninety-day period following the alleged initial existence of Good Reason, a condition precedent under the Plan; and (ii) Boyd did not have Good Reason to self-terminate because he "did not incur a material reduction in his position, duties or responsibilities or a material adverse change in his reporting relationships." On April 28, 2014, Boyd appealed that decision. And in June 2014, ConAgra upheld its denial of Boyd's claim.

         In August 2014, Boyd sued ConAgra under ERISA, 29 U.S.C. § 1132(a)(1)(B) and (a)(3), claiming that he is entitled to severance benefits under the Plan and, alternatively, that ConAgra, as the Plan Administrator, breached its fiduciary duty by omitting and misrepresenting material information in its discussions with Boyd. Boyd and ConAgra each filed a motion for summary judgment. The district court granted ConAgra's motion and denied Boyd's motion. The district court concluded that ConAgra had not abused its discretion under the Plan by denying Boyd's claim for benefits because substantial evidence existed to support its decision. The district court also concluded that ConAgra had not breached its fiduciary ...


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