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November 2, 1994

ADVANCE BANCORP, INC., a Delaware corporation, Defendant.

The opinion of the court was delivered by: MARVIN E. ASPEN


 MARVIN E. ASPEN, District Judge:

 Plaintiff Carl Rittmeyer brings this one count complaint against defendant Advance Bancorp, Inc. ("Bancorp"), alleging violation of the Age Discrimination in Employment Act of 1967 ("ADEA"), 28 U.S.C. §§ 621-634. Presently before us is defendant's motion to dismiss or in the alternative for summary judgment. *fn1" For the reasons set forth below, the motion is granted.

 I. Background

 Beginning in 1986, plaintiff Rittmeyer was the Controller of Concordia Federal Bank for Savings ("Concordia"). Two years after his coming on board, Concordia was declared insolvent and taken over by the Resolution Trust Corporation ("RTC"). Rittmeyer was retained as Controller of Concordia during the period of RTC control from 1988 to 1990. In May 1990, certain assets and liabilities of Concordia were purchased by Advance Bank, s.b. ("AB"), a 100%-owned subsidiary of Bancorp. At this time Rittmeyer was asked by James A. Fitch, President of Bancorp and then-acting President of AB, to stay on as Controller of AB for the same salary as he was receiving at Concordia ($ 58,000 per year). Plaintiff accepted this offer, and worked for AB for almost two years.

 In January 1992, James Fitch, as President of Bancorp, hired Rittmeyer to be Treasurer and Controller of Bancorp at the same rate of compensation that he was receiving at AB. *fn2" In May of the following year, Rittmeyer inquired with James Fitch about the possibility of a raise and advancement--specifically, promotion to President of Bancorp. The parties disagree as to what was actually said at this and subsequent meetings, *fn3" but there is no dispute that plaintiff's request for a raise and a promotion was rejected. On September 20, 1993, Rittmeyer--who was 51 years of age--met with Fitch and Bancorp's Human Resource Director, Judy Rita. At this meeting Fitch told Rittmeyer that he was being terminated as Controller of Bancorp but would remain on the payroll until the end of the month. On October 22, 1993, plaintiff filed a charge of age discrimination with the Illinois Department of Human Rights. Prior to any disposition of this charge, plaintiff filed the instant action on January 11, 1994.

 At all relevant times, Bancorp--a bank holding corporation-- owned 100% of the stock of AB and South Central Bank ("SCB"). Bancorp's only office is in Homewood, Illinois, and it employed 12 and 10 employees in 1992 and 1993, respectively. AB is an Illinois chartered savings bank with thirteen separate locations in Illinois and a nine member Board of Directors. SCB is an Illinois chartered commercial bank with four separate locations and a Board of ten Directors. Although the banks operate out of separate offices, they do coordinate certain services such as payroll and employee benefits pursuant to an agreement executed in July 1993 ("Agreement"). In pertinent part, the Agreement provides that:


The administration of employee policies and benefits plus payroll services are provided for all employees of all affiliates by the staff at Bancorp. The payroll cost of this staff will be prorated to Bancorp, South Chicago Bank and Advance Bank based on the number of employees at each affiliate. Bancorp supervises the payroll for all affiliates and the affiliates are reimbursed as appropriate. Bancorp makes provision for certain employee benefits such as Employee Medical Care plans, Profit Sharing Plan, etc. The cost of these benefits will be apportioned to each affiliate, based on the enrollment of employees.

 Agreement, at 4. The Agreement provides for all services to be performed on a fee-for-service basis.

 II. Summary Judgment Standard

 Under Federal Rule of Civil Procedure 56(c), summary judgment is appropriate if "there is no genuine issue of material fact and. . . the moving party is entitled to judgment as a matter of law." This standard places the initial burden on the moving party to identify "those portions of 'the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any' which it believes demonstrate the absence of a genuine issue of material fact." Celotex Corp. v. Catrett, 477 U.S. 317, 323, 91 L. Ed. 2d 265, 106 S. Ct. 2548 (1986) (quoting Fed. R. Civ. P. 56(c)). Once the moving party has met this burden, the non-moving party "must set forth specific facts showing that there is a genuine issue for trial." Fed. R. Civ. P. 56(e); see Maxwell v. City of Indianapolis, 998 F.2d 431, 433 (7th Cir. 1993). In deciding a motion for summary judgment, the facts must be read in a light most favorable to the non-moving party. Anderson v. Liberty Lobby. Inc., 477 U.S. 242, 254, 91 L. Ed. 2d 202, 106 S. Ct. 2505 (1986). However, where the moving party has met its initial burden, the non-movant may not simply "rest upon mere allegations or denials of the adverse party's pleadings" to survive summary judgment. Fed. R. Civ. P. 56(e).

 III. Discussion

 Bancorp makes three arguments in support of its motion for summary judgment. First, it contends that Rittmeyer's action should be dismissed because he has failed to exhaust his administrative remedies. Second, Bancorp argues that we lack jurisdiction to hear this case because during 1992-93 it did not employ at least twenty persons as required for cases filed under the ADEA, 29 U.S.C. § 630(b). Third, defendant asserts that Rittmeyer cannot establish that he was terminated due to his age, and therefore it is entitled to judgment as a matter of law. Because we agree with Bancorp's second argument as to the propriety of our jurisdiction, we need only address that issue. *fn4"

 Plaintiff Rittmeyer has the burden of demonstrating that the jurisdictional requirements of the this court are met. See America's Best Inns, Inc. v. Best Inns of Abilene, L.P., 980 F.2d 1072, 1074 (7th Cir. 1992). A claim under the ADEA may only lie against an employer," which is defined as "a person engaged in an industry affecting commerce who has twenty or more employees for each working day in each of twenty or more calendar weeks in the current or preceding calendar year." 29 U.S.C. § 630(b). Bancorp claims that is does not fit this definition of an employer, since it only employed twelve people in 1992 and ten people in 1993 (the year Rittmeyer was terminated). Instead of disputing these figures, plaintiff counters that the judicially created "single employer" doctrine should be applied to include the employees of AB and SCB as part of Bancorp. Under the single employer doctrine, two nominally separate businesses may be so intertwined as to lead a court to consider them one entity for the purposes of the ADEA. Rogers v. Sugar Tree Products, Inc., 7 F.3d 577, 582 (7th Cir. 1993). If the employees of AB and SCB are included in Bancorp's total, then defendant would be an "employer" subject to the requirement of the ADEA.

 In the context of a parent-subsidiary relationship, "when the parent exercises such extensive control over the subsidiary's operations and personnel decisions that, in effect, the two corporations are one, courts are willing to consider the parent along with the subsidiary as the employer subject to the applicable statute." Rogers, 7 F.3d at 582; see also Frishberg v. Esprit de Corp., Inc., 778 F. Supp. 793, 800 (S.D.N.Y. 1991) (highly interrelated companies can be held jointly responsible for acts of immediate employer), aff'd, 969 F.2d 1042 (2d Cir. 1992). The Seventh Circuit recently reiterated the factors to consider when applying the single employer doctrine in the context of the ADEA:


(1) Interrelation of operations, i.e., common offices, common record keeping, shared bank accounts and equipment.


(2) Common management, common directors and boards.


(3) Centralized control of labor relations and personnel.


(4) Common ownership and financial control.


Rogers, 7 F.3d at 582. Although the relative weight of each factor is not clearly delineated, given the ADEA's purpose of preventing age discrimination in the workplace the most significant aspect of a business to consider is whether there is centralized control over labor relations. Id. Furthermore, the two corporations at issue must be "highly integrated with respect to ownership and operations" in order for the single employer doctrine to apply. Id. at 583 (quoting McKenzie v. Davenport-Harris Funeral Home, 834 F.2d 930, 933 (11th Cir. 1987)).

 A. Interrelation of Operations

 Although plaintiff contends that Bancorp, AB and SCB are an integrated enterprise, there is very little support for such an assertion. Each bank has its own staff and maintains separate offices. These offices operate at different times, have different phone numbers, and offer different services. All three banks are regulated by different agencies: Bancorp is regulated by the Federal Reserve Board, SCB is regulated by the Illinois Commissioner of Banks and Trust Companies, and AB is regulated by the Illinois Commissioner of Savings and Residential Finance. As such, each bank is subject to a different regulatory scheme. There is no indication that the three corporations have shared records or bank accounts, *fn5" and the July 1993 Agreement requires the parties to pay each other for the use of any equipment or office space. *fn6" Although the Agreement does provide for the coordinated performance of certain tasks common to all the banks, each bank must pay for the services it receives. In sum, the operations of Bancorp, AB and SCB are not significantly interrelated.

 Plaintiff argues because Bancorp's income is derived solely from AB and SCB, the three banks have interrelated operations. However, "merely because a parent corporation eventually benefits from the work of its subsidiaries is not evidence of interrelated operations. . . ." Frank v. U.S. West. Inc., 3 F.3d 1357, 1362 (10th Cir. 1993). Rather, plaintiff needs to demonstrate that in producing this income, the three corporations have such interrelated operations that they should be considered a single employer.

 Plaintiff also contends that Bancorp's 1993 Consolidated Financial Statement filed with the Federal Reserve Bank of Chicago demonstrates the required amount of interrelation between the three organizations, since Bancorp includes the employees of AB and SCB in its total number of employees. Bancorp responds that the Federal Reserve Board requires bank holding companies to include the employees of their subsidiaries on the Consolidated Statement, and defendant has submitted a copy of such instructions from the Federal Reserve. We agree with Bancorp. Rather than demonstrating the integration of the three banks, the employment data in Bancorp's 1993 Consolidated Statement merely proves that it can follow the directions of the Federal Reserve. In sum, plaintiff has failed to demonstrate that Bancorp, AB and SCB have the requisite degree of interrelated operations.

 B. Common Members of Boards and Management

 With regard to the management of each bank, Bancorp, AB and SCB each have their own Board of Directors and their own managers. According to plaintiff, the fact that certain of Bancorp's directors serve on the one or two of the other boards proves that the three corporations are an integrated enterprise. *fn7" We disagree. Five of SCB's ten directors are on the Board of Bancorp. Six of AB's nine directors are directors of Bancorp. This overlap does not demonstrate such an intertwined existence between the three corporations to require application of the single employer doctrine. Nor do the corporations have the same management. Indeed, there is only one common member of management among the three corporations--James A. Fitch is President of both Bancorp and SCB.

 Even if we were to find the overlap in directors and management to be significant, the single employer doctrine requires more than simply an overlap in boards or management. See Johnson v. Flowers Indus., Inc., 814 F.2d 978, 982 (4th Cir. 1984) (parent not considered employer merely because it choose subsidiary's directors as officers). For example, in Kelber v. Forest Elec. Corp., 799 F. Supp. 326, 331 (S.D.N.Y. 1992), two subsidiaries were not considered a single employer although they were owned by the same parent, shared certain managers, and had common tasks performed by the same persons. The court found that because the two companies had separate field operations, their separate status would not be altered for purposes of applying the ADEA. Id. Similarly, even if we were to agree with plaintiff that a significant degree of commonality existed between the management of the three organizations, consideration of other factors leads us to conclude that single employer status is inapplicable in this case.

 C. Centralized Control of Labor Relations

 The third, and perhaps most critical factor, of the single employer analysis is the extent to which the parent corporation controls the labor relations of its subsidiaries. Rogers, 7 F.3d at 582; Mochelle v. J. Walter. Inc., 823 F. Supp. 1302, 1305 (M.D. La. 1993) ("Courts which have applied this four-part standard have focused on the. . . centralized control of labor relations."), aff'd, 15 F.3d 1079 (5th Cir. 1994). Plaintiff claims that such centralized control is demonstrated by the Agreement between Bancorp, AB and SCB, which provides for the consolidated administration of employee payroll, benefits and policies by Bancorp. However, plaintiff must show more than simply Bancorp's broad policy statements concerning employment; rather, to satisfy this prong of the single employer analysis "a parent must control the day-to-day employment decisions of the subsidiary." Frank, 3 F.3d at 1363. The Agreement does not specifically spell out which services Bancorp is to provide to its subsidiaries, but rather, speaks only of the payroll and welfare benefits which are to be paid for by each separate bank. Thus, to the extent Bancorp exercises centralized control over employees of AB and SCB, it does not constitute the day-to-day oversight contemplated by the single employer doctrine.

 Moreover, defendant has submitted numerous affidavits which undermine plaintiff's assertion of central control over labor relations. For example, AB Executive Vice President Mary Palka, who is responsible for labor relations at AB, asserts that AB hires, fires, and disciplines its employees without regard to Bancorp, and that AB determines the salaries and schedules of its own employees. This same autonomy is attested to by SCB Assistant Vice President Leona Devon and Bancorp Human Resources Director Judy Rita. Moreover, defendant contends that each bank controls and monitors its own labor relations. Plaintiff fails to adequately respond to these allegations, but merely denies their accuracy. Such denials are not sufficient to survive a motion for summary judgment; rather, plaintiff is required to set forth through affidavits or other evidence the existence of specific facts which show that a genuine issue exists. Fed. R. Civ. P. 56(e). As discussed above, the only other facts which plaintiff brings out in its 12(N)--the terms of the July 1993 Agreement and Bancorp's 1993 Consolidated Statement--do not support its claim that Bancorp is the same employer as AB and SCB. Since there is no indication that Bancorp exercised control over AB or SCB's labor relations, especially its hiring and firing decisions, plaintiff cannot defeat a motion for summary judgment simply by claiming that such central control exists.

 Finally, plaintiff points to the fact that James A. Fitch hired him and others from Concordia to AB in 1988 as support for his contention that labor relations are centrally controlled. However, during the week that Concordia was acquired by AB, Fitch was acting president of AB. In his capacity as president of AB--and not as a manager of Bancorp--he clearly had the authority to direct the hiring and firing of its employees. Rather than supporting plaintiff's theory of centralized control, Fitch's hiring of Rittmeyer during his tenure as president only indicates that the management of each individual bank makes its own hiring and firing decisions.

 D. Common Ownership and Financial Control

 At all relevant times Bancorp owned 100% of the stock of both AB and SCB. However, the fact that defendant owns both subsidiaries--and thus has shareholder control over them--does not by itself justify a finding of single employer status. Frank, 3 F.3d at 1364 (common ownership alone can never establish parent liability). Indeed, in Rogers the Seventh Circuit explicitly declined to consider two subsidiaries jointly responsible for each other's employment decisions simply because they were wholly owned by the same person. Rogers, 7 F.3d at 583. Similarly, "more is needed to show that [Bancorp, AB and SCB] are interrelated to such a degree that departure from their normal separate existence is warranted." Id. Rittmeyer has failed to demonstrate much more than this common ownership, and consequently we decline to apply the single employer doctrine to Bancorp and its subsidiaries.

 IV. Conclusion

 Plaintiff has failed to demonstrate that defendant Bancorp is an employer within the meaning of the ADEA. We therefore lack subject matter jurisdiction over this case. Accordingly, defendant's motion for summary judgement is granted. It is so ordered.


 United States District Judge

 Dated 11-2-94

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