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Comrie v. Ipsco Inc.

May 12, 2010

JOHN W. COMRIE, PLAINTIFF,
v.
IPSCO INC.; IPSCO ENTERPRISES INC.; IPSCO ENTERPRISES INC. U.S. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN; AND IPSCO INC. BENEFITS COMMITTEE, DEFENDANTS.



The opinion of the court was delivered by: Judge John W. Darrah

MEMORANDUM OPINION AND ORDER

Plaintiff, John Comrie, filed suit against Ipsco Inc., Ipsco Enterprises Inc., the Ipsco Enterprises Inc. U.S. Supplemental Retirement Plan and the Ipsco Inc. Benefits Committee, alleging Plaintiff had not received retirement benefits to which he was entitled. Before the Court are Plaintiff's motion for partial summary judgment and Defendants' motion for summary judgment on all counts.

BACKGROUND

Comrie's Employment with Ipsco Prior to July 2007, Defendant Ipsco Inc. was a Canadian Corporation engaged in the production and sale of steel plate and coil. (Defs.' 56.1(a)(3) ¶ 2.) Defendant Ipsco Enterprises Inc. was a Delaware corporation with its principal place of business in Illinois.*fn1 (Defs.' 56.1(a)(3) ¶ 3.) Defendant Ipsco Enterprise Inc. U.S. Supplemental Executive Retirement Plan (the "SERP") is a non-qualified employee pension benefit plan under ERISA. (Defs.' 56.1(a)(3) ¶ 4.) Defendant Ipsco Inc. Benefits Committee ("Pension Benefits Committee" or "PBC") was the plan administrator of the SERP at the time Comrie made his claim for benefits under the SERP. (Defs.' 56.1(a)(3) ¶ 5.)

Comrie, a Canadian citizen, became an employee of Ipsco Inc. on July 15, 1980, at Ipsco Inc.'s corporate headquarters in Regina, Saskatchewan, Canada. (Pl.'s 56.1(b)(3) ¶ 1; Defs.' 56.1(a)(3) ¶ 8.) On or around May 24, 1999, Comrie immigrated to the United States in conjunction with Ipsco Inc.'s transfer of its operational headquarters to Lisle, Illinois. (Defs.' 56.1(a)(3) ¶ 8.) Prior to the move, in March and April of 1999, Comrie had several discussions with Edwin Tiefenbach, the then-Chief Financial Officer of Ipsco Inc. and Ipsco Enterprises Inc., and with Allan Harris, the then-Director of Compensation and Benefits for Ipsco Inc and Ipsco Enterprises Inc.,*fn2 about Comrie's relocation to the United States. (Pl.'s 56.1(b)(3) ¶ 4.) According to Comrie, Tiefenbach and Harris told Comrie that if he agreed to move to the United States, Comrie would not suffer any material reduction in his retirement benefits, he would get full credit for all his years of service (whether in the United States or Canada) and that there would be no material change in the security for his retirement benefits, i.e., Comrie's pension benefits would be secured by a letter of credit from a Canadian-chartered bank. (Pl.'s 56.1(b)(3) ¶ 5; Defs.' 56.1(a)(3) ¶ 69.) According to Comrie, on April 23, 1999, Roger Phillips, President of Ipsco Inc. and Chairman of Ipsco Enterprises*fn3, met with Comrie and reaffirmed to Comrie that Ipsco Inc. would honor the prior assurances and promises made by Tiefenbach and Harris. (Pl.'s 56.1(b)(3) ¶ 6.)

When Comrie was transferred to the United States, he remained a payroll employee of Ipsco Inc. (Pl.'s 56.1(a)(3) ¶ 8.) On August 1, 1999, Comrie also became a payroll employee of Ipsco Enterprises Inc. (Pl.'s 56.1(a)(3) ¶ 8.) This split payroll arrangement existed until the end of 2000, when Comrie began to receive his paychecks solely from Ipsco Enterprises Inc. (Pl.'s 56.1(a)(3) ¶ 8.) However, Comrie remained an officer of Ipsco Inc. throughout his entire employment. (Pl.'s 56.1(a)(3) ¶ 8.) From 2002 onwards, Comrie was an officer of Ipsco Inc. and Director of Trade Policy, Government Affairs and Communication. (Pl.'s 56.1(a)(3) ¶ 6; Defs.' 56.1(a)(3) ¶ 13.) Comrie claims that as Director of Trade Policy, Government Affairs and Communication, he reported to the CEO, David Sutherland. (Defs.' 56.1(a)(3) ¶ 14.)

Beginning in June 2007, Comrie was part of an integration team working with SSAB Svenski Stal AB ("SSAB") in connection with its acquisition of Ipsco Inc. and its affiliate companies. (Defs.' 56.1(a)(3) ¶ 15.) Effective July 18, 2007, Ipsco Inc. and Ipsco Enterprises Inc. were acquired by SSAB. (Defs.' 56.1(a)(3) ¶¶ 2, 3.) In July 2007, John Tulloch, Executive Vice President, informed Comrie that following the SSAB acquisition, Comrie would report to Michele Klebuc-Simes, who was promoted over Comrie and made Vice President and General Counsel. (Defs.' 56.1(a)(3) ¶¶ 12, 16; Pl.'s 56.1(a)(3) ¶ 18; Pl.'s 56.1(b)(3) ¶ 36.) Tulloch also informed Comrie that Comrie would no longer participate in weekly and bi-monthly senior management meetings. (Pl.'s 56.1(b)(3) ¶ 36.)

Comrie resigned, effective July 31, 2007, by means of a letter to Tulloch. (Defs.' 56.1(a)(3) ¶ 19.) The letter stated that Comrie considered the changes that had been implemented by SSAB to be "unacceptable" and that he considered himself to be "involuntarily terminated." (Defs.' 56.1(a)(3) ¶ 19.)

The SERP Benefits Awarded to Comrie

The SERP is a non-qualified employee benefit plan under ERISA. (Defs.' 56.1(a)(3) ¶ 5.) The SERP states that its purpose and intent is to "provid[e] pension supplements to senior executives and certain group executives." (Defs.' 56.1(a)(3) ¶ 33.) The SERP is maintained "primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees." (Defs.' 56.1(a)(3) ¶ 33.)

On July 27, 2007, Comrie asked Ray Rarey, Vice President of Human Resources, by email, for a copy of the Ipsco Enterprises Inc. Retirement Savings and Profit Sharing Plan. (Pl.'s 56.1(a)(3) ¶ 20.) Minutes later, Rarey replied, "That is our 401(k) plan. Arla or Katie can give you a copy if you have misplaced yours." (Pl.'s 56.1(a)(3) ¶ 20.) Hours later, Arla Morrow of Ipsco's H.R. department emailed Comrie a copy of the Retirement and Profit Sharing Plan (401(k) Summary Plan Description) ("SPD"). (Pl.'s 56.1(a)(3) ¶ 20.) Upon further request, after Comrie left Ipsco, on or shortly after August 6, 2007, Comrie received a copy of the 2006 401(k) Adoption Agreement, which had been signed by Rarey. (Pl.'s 56.1(a)(3) ¶ 20.)

Comrie made a claim for benefits under the SERP by letter to Tulloch, dated August 1, 2007. (Defs.' 56.1(a)(3) ¶ 22.) Comrie supplemented his August 1, 2007 letter to Tulloch with a letter to Rarey, dated August 20, 2007, which enclosed a letter from Comrie's actuary, Neil Shore, "reviewing actuarial matters related to [Comrie's] pension." (Defs.' 56.1(a)(3) ¶ 23.) Also included in the August 20, 2007 letter was Comrie's calculation of pension benefits he was owed. (Pl.'s 56.1(a)(3) ¶ 22.)

The SPD that Comrie had received from H.R. explained the term "Compensation" as follows:

For purposes of calculating contributions to the plan, your compensation includes the total pay you received from IPSCO during the plan year in which you were a participant.

Total pay includes your base salary, bonuses, incentive pay, overtime and commissions.... (emphasis added) (Pl.'s 56.1(a)(3) ¶¶ 13, 20.) Comrie's August 20, 2007 claim for pension benefits, therefore, included as earnings Comrie's base salary and incentive pay received by Comrie under the Management Incentive Program (MIP) and Long-Term Incentive Plan (LTIP). (Pl.'s 56.1(a)(3) ¶¶ 7, 22.) From 2002 through 2007, Comrie received the following compensation as base pay, MIP and LTIP:

 200220032004200520062007 Base Pay135,661132,750135,937140,000143,62595,390 MIP4,8007,700109,484129,080126,967 LTIP2,11177,513851,792145,350561,621

(Pl.'s 56.1(a)(3) ¶ 7.)

On October 25, 2007, the PBC met to consider Comrie's claim for benefits under the SERP. (Defs.' 56.1(a)(3) ¶ 25.) Section 6(a) of the SERP provided that the "Amount of Benefit" was equal to 2% of Comrie's Final Earnings multipliedby Comrie's years of Continuous Service (including fractions for completed months) reduced by certain amounts not relevant here. (Defs.' 56.1(a)(3) ¶ 39; Pl.'s 56.1(a)(3) ¶ 16.) For executives ...


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