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January 24, 2001


The opinion of the court was delivered by: Richard Mills, District Judge.


Bench trial.

Having heard all of the testimony, reviewed the proffered exhibits, and considered all of the arguments presented in the parties' briefs, the Court makes the following findings of fact and conclusions of law pursuant to Fed.R.Civ.P. 52(a).


Plaintiff John Singley ("Plaintiff' or "Singley")filed this suit under the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1140 (Section 510) alleging that he was wrongfully discharged from his job for exercising rights under his retirement benefits plan.

He was initially employed by Chicago & Illinois Midland Railway Company ("C & IM") on April 4, 1972. Singley was continuously employed by C & IM until February 9, 1996, as an assistant superintendent/trainmaster and special agent for the company. After a change in ownership on February 9, 1996, C & IM changed its name to Illinois & Midland Railroad, Inc. ("I & M" or "Railroad"), which is a subsidiary of Genesee and Wyoming, Inc. ("G & W"). Despite the change in ownership, Singley continued to serve the new company in the same capacity.

On September 25, 1996, Singley filed a claim related to the Railroad's 401(k) plan. On September 15, 1997, the president and general manager of the Railroad met with Singley and advised him that his position was going to be eliminated, and offered to put him in another position. Singley declined the offer. The parties then negotiated a separation agreement ("Agreement") and executed the Agreement on October 21, 1997.

In the Agreement, Singley received $111,600.00, earned vacation pay of $7,303.46, a letter of reference, and participation in the company's 401 (k) plan. In exchange, Singley relinquished all of his rights and privileges as an employee of the company. Included in paragraph 8 of the Agreement was the following clause:

By entering into this Agreement, Employee accepts the payments and benefits provided by it as full and complete satisfaction of and hereby agrees to release and waive all claims and never to commence, prosecute or cause to permit, advise or assist to be commenced or prosecuted any lawsuits, actions, charges or proceedings of any kind upon any claims, demands, causes or [sic] action, obligations, damages, or liabilities against the Company, and/or its predecessors (including the Chicago & Illinois Midland Railway Company), successors, related entities, officers, directors, shareholders, agents, attorneys, employees, assigns, heirs, executors and/or administrators related to the Company's employment of the Employee and/or termination of the Employee from employment with the Company, from the beginning of Employee's employment to and including the date of this Agreement. The Employee expressly states that he understands and agrees that he is waiving any rights he may have or now has to pursue any and all remedies available to him, including, without limitation, any and all claims of age discrimination under the Age Discrimination in Employment Act, employment discrimination under Title VII of the Civil Rights Act of 1964, the Equal Pay Act of 1963, and the Illinois Human Rights Act, the Americans with Disabilities Act, as well as any and all claims under laws relating to employment or employment rights, including those relating to his employment by the Company, separation from employment with the Company, any representations or commitments made by the Company regarding future employment, benefits payable by the Company, and any and all claims relating to employment discrimination, and, including but not limited to, any and all claims under State contract or tort law, such as claims of wrongful discharge, negligent or intentional affliction of emotional distress and defamation, and any claims for attorneys' fees that exist or may exist as of the date of the signing of this Agreement. The Employee affirms that he has no claims under the Federal Employers' Liability Act (FELA) for on-the-job injury or occupational disease. This Agreement and/or Release does not restrict any rights or privileges the Employee is entitled to by virtue of the Company's 401 (k) plan and the Employee Retirement Income Security Act. Nothing herein shall prevent Employee from enforcing the provision of this agreement [emphasis added].

Further, in paragraph 9 of the Agreement, Singley specifically waives his claim for benefits that he filed on September 25, 1996. The Agreement was signed by both parties and executed on October 21, 1997.

On February 9, 1998, Singley filed this complaint alleging that he was fired from his position in retaliation for filing the claim for benefits on September 25, 1996, in violation of 29 U.S.C. § 1140 of ERISA. Based on paragraph 8 and 14 of the Agreement, the Railroad raised affirmative defenses of release, waiver, and accord and satisfaction in its answer. Moreover, the Railroad filed a Cross-Motion for Summary Judgment on its affirmative defenses.

This Court denied the Railroad's motion, holding that the separation agreement specifically excepted all rights under ERISA, on which this cause of action was based. The case proceeded to bench trial, and the Court heard testimony for approximately six days. This Order incorporates the Court's findings of fact and conclusions of law pursuant to Rule 52(a) of the Federal Rules of Civil Procedure.


This dispute stems from the 1996 asset purchase of the now defunct C & IM by the I & M — a subsidiary of G & W. Spencer White is the President of the new I & M and Raquel Swan was the Vice President of I & M at that time.*fn1 However, Swan continued to be an officer of C & IM and worked towards winding up all of the remaining business of C & IM, including the company's 401(k) plan. White was not an officer of C & IM, nor did he have supervisory power of Swan with respect to C & IM.

When the change in ownership took place, many former employees of the C & IM, including Plaintiff, were hired by the new I & M. Plaintiff's formal title at that time was Superintendent Trainmaster. Although many of the employees were members of the United Transportation Union ("UTU"), I & M did not adopt the collective bargaining agreement. As a result, there were detrimental changes in the work rules, one of which was the inability of the management to give set schedules to the trainmen. On September 26, 1996, Spencer White met with several union trainmen from the Transportation Department for about two hours. During the meeting, the employees complained about their supervisors, especially Plaintiff, and regarding the new work terms. White described the situation with the workers as "close to mutiny."

In the summer of 1996, Plaintiff had approached Raquel Swan and raised questions regarding the accuracy of the accounting of investment monies in his 401(k) account. Because the C & IM had ceased operations, it had become necessary to terminate the plan and distribute its assets. The G & W agreed to assist in administering the closing out of the C & IM 401(k) plans. In Springfield, Swan assisted with the termination of the plan. Throughout the next several months, Plaintiff approached Swan on several occasions with questions regarding his 401(k) plan. His complaint was that his ...

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