There is nothing more that Donofrio could have disclosed in September, 1987 that was not in the very document that Lockrey alleges he relied upon." (Id. at 6.) Defendants take more from the language of § 2.51 than its plain terms contain.
First, the Court cannot agree with defendants' premise that all necessary information was included in the Plan because § 2.51 fails to notify plaintiff that additional valuation dates could be added and applied retroactively. Pursuant to § 2.51, the Plan Committee retains the authority to add additional valuation dates as it deems appropriate. That section, however, is silent as to the possibility of retroactive application of such additional valuation dates. Prior to November 12, 1987, the Plan Committee had never exercised its authority to designate additional dates. (Def. 12(m) para. 9.) Thus, there was no precedent for their retroactive application. Considering § 2.51 in conjunction with Donofrio's statement at the September 1987 meeting, plaintiff plainly would assume that the September 30 valuation date would apply even if the Plan Committee were to exercise its authority to designate additional valuation dates. Donofrio stated that September 30 would be the applicable date, and § 2.51 fails to provide a reasonable reader with any information that is inconsistent with that representation. If it is defendants' contention that the valuation dates in § 2.51 could be altered retroactively, then that information should have been conveyed to Lockrey and the other Plan participants at the September 1987 meeting. In fact, that information probably should have been disclosed in § 2.51 itself. Absent any oral or written disclosure of that information, Donofrio's statement was misleading, and plaintiff was entitled to rely on it in postponing the withdrawal of his benefits.
Because the Court concludes that § 2.51 did not contain the relevant information relating to retroactive application of additional valuation dates, the securities cases relied on by defendants are not controlling. The cases cited by defendants stand for the basic proposition that under the securities laws, a written disclosure will control over any inconsistent oral representation. See Astor Chauffeured Limousine Co. v. Runnfeldt Investment Corp., 910 F.2d 1540, 1545 (7th Cir. 1990);
Acme Propane, Inc. v. Tenexco, Inc., 844 F.2d 1317, 1322 (7th Cir. 1988); Teamsters Local 282 Pension Trust Fund v. Angelos, 762 F.2d 522, 530 (7th Cir. 1985); Zobrist v. Coal-X, Inc., 708 F.2d 1511, 1518 (10th Cir. 1983). In relying on this principle, defendants contend that § 2.51, which permits the addition of new valuation dates, should control over Donofrio's statement, which failed to mention the possibility of any such dates. In Acme Propane, however, the Seventh Circuit limited the reach of the written disclosure rule enunciated in Angelos and Zobrist to those cases in which the language in the written instrument is "true, clear, and complete." 844 F.2d at 1325. Assuming that defendants' interpretation of § 2.51 is correct, and that any additional valuation dates established by the Plan Committee could be applied retroactively, then the language of § 2.51 is anything but "true, clear, and complete." Accordingly, this is not a case where plaintiff, in acting pursuant to Donofrio's representation, closed his eyes to a plain provision in the written Plan. The Court therefore concludes that § 2.51, and any reliance by plaintiff thereon, does not raise an issue of fact with respect to the reasonableness of plaintiff's reliance.
Finally, there can be little dispute that plaintiff's reasonable reliance on Donofrio's statement was "to his detriment." See Black, 900 F.2d at 115-16. Defendants do not contend otherwise. (See Def. Reply Mem. at 1 n. 1.) Valued as of September 30, 1987, plaintiff's Plan benefits were worth $ 131,288.00; valued pursuant to the new October 31, 1987 valuation date designated by the Plan Committee on November 11, 1987, those same benefits were worth only $ 97,511.67. (Pl. 12(m) paras. 21, 29.) Thus, the value of plaintiff's benefits was reduced $ 33,776.33 between the two relevant valuation dates. Because plaintiff reasonably relied on Donofrio's statements in postponing his withdrawal election, and because that reliance resulted in a reduction in the value of plaintiff's benefits, Lockrey's reliance was "to his detriment." Black, 900 F.2d at 115. Thus, there is also no factual issue with respect to this element of plaintiff's estoppel claim.
Having concluded that there are no genuine issues of fact regarding any element of plaintiff's estoppel claim, the Court finds that plaintiff is entitled to judgment as a matter of law on the issue of defendants' liability under Count I of plaintiff's original complaint. To date, the parties have not addressed the appropriate measure of plaintiff's damages on the estoppel claim. Instead, plaintiff's motion for partial summary judgment only addressed the issue of liability. (See Pl. Mem. at 6.) Therefore, the Court makes no determination with respect to damages at this time.
For the reasons set forth above, defendants' motion for partial summary judgment on plaintiff's claim for estoppel is denied. Plaintiff's cross-motion for partial summary judgment is granted on the issue of liability under Count I of plaintiff's original complaint. The parties are directed to appear at a status hearing on July 30, 1991 at 9:30 a.m. to report to the Court on how they propose to proceed on Count II of plaintiff's complaint and on plaintiff's claim for damages pursuant to Count I.