United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
Robert Blakey United States District Judge.
Bernard Wasserstein sued his former employer, the University
of Chicago, for allegedly breaching its fiduciary duty by
altering certain faculty benefits in violation of the
Employee Retirement Income Security Act of 1974 (ERISA), 29
U.S.C. § 1001 et seq. . Defendant moved for
summary judgment. . For the reasons explained below, this
Court grants Defendant's motion.
Procedural Posture and Local Rule 56.1
originally filed its motion as a motion to dismiss. . In
open court on April 5, 2018, however, this Court gave notice
that it would convert Defendant's motion to one for
summary judgment in light of the relevant matters beyond the
pleadings presented by Defendant and central to the
resolution of the issues before the Court. See Fed.
R. Civ. P. 12(d); Geinosky v. City of Chicago, 675
F.3d 743, 745 n.1 (7th Cir. 2012). As an additional factor
supporting the conversion of Defendant's motion, the
parties did not seek (or require) further discovery, since
the issues presented turn on the interpretation of documents
now properly before this Court. See Levenstein v.
Salafsky, 164 F.3d 345, 347 (7th Cir. 1998) (noting that
district courts have discretion in converting motions and
discussing the need for discovery as one factor that courts
may consider in making that determination).
converted Defendant's motion, this Court granted the
parties additional time to prepare responses, supplemental
documents, and exhibits. See id.; . This Court
also exercised its discretion regarding the rules for summary
judgment motions and granted Defendant's request to
excuse it from presenting a statement of facts compliant with
Local Rule 56.1(a), as stated in open court on April 5.
See, e.g., Judson Atkinson Candies, Inc. v.
Latini-Hohberger Dhimantec, 529 F.3d 371, 382 n.2 (7th
Cir. 2008). In the interest of efficiency, this Court
permitted Defendant to rely upon the exhibits it filed with
its motion to dismiss, rather than filing a separate Local
Rule 56.1 statement of facts.
this Court draws the facts in this discussion primarily from
the parties' exhibits and Plaintiff's statement of
material facts . This Court also cites Plaintiff's
amended complaint  where that document provides
contextual information not available elsewhere in the record.
hired Plaintiff as a full-time tenured professor in July
2003. [38-1] at 1. Around 2011, Defendant offered Plaintiff
the opportunity to take early retirement under its Faculty
Retirement Incentive Plan (FRIP). See id.; 
¶¶ 8- 9, 12, 51-52, 58. The FRIP offered various
benefits to incentivize faculty to take early retirement.
See [38-1] at 2. The only document that Defendant
“provided” to Plaintiff or that he
“obtained” that discussed the FRIP was
Defendant's list of Frequently Asked Questions (the 2011
FAQ). Id. at 1-2;  ¶ 1.
2011 FAQ that Plaintiff reviewed addresses a range of
questions about the FRIP's terms, mainly grouped by
subject matter. See  ¶ 2; [38-2]. On the
first page, the 2011 FAQ notes that tenured faculty over age
60 could receive up to $3, 000 for retirement counseling
services as they weighed their retirement decision. [38-2] at
1. In 2011, Plaintiff was approximately 62 years old.
See [38-1] ¶ 3. The section of the 2011 FAQ
headed “Tuition Benefits” states:
Q: Will my children continue to receive Laboratory
School and college tuition benefits if I retire [under the
Yes, if you retire at or after age 65 with ten or more years
in a full-time faculty rank, you qualify for the tuition
Q: Will my children continue to receive Laboratory
School and college tuition benefits if I die before my
elected retirement date?
Yes, if you die at or after age 55 with ten or more years in
a full-time faculty rank, your children remain eligible for
these tuition benefits.
Consult http://hrservices.uchicago.edu/benefits/tuition/ for
information about the Educational Assistance Plan.
[38-2] at 2. Although this brief reference to the Educational
Assistance Plan (EAP) does not expressly say so, the EAP is a
separate benefits plan that Defendant offers faculty members,
as discussed further below. See [29-1] (EAP); [26-4]
below the Tuition Benefits section, the “General
Questions” section directs the reader to contact
Associate Provost Ingrid Gould with questions about the FRIP,
along with other university officials. [38-2] at 2. The rest
of the FAQ is split into two sections, the first addressing
the FRIP's early retirement option and the second
addressing the “half-time” option. See
id. at 1, 5, 10. On the first page discussing the early
retirement option, the 2011 FAQ includes the following
question: “Q: What retirement incentives are offered
under the Early Retirement Option?” Id. at 5.
In answer, the FAQ lists two, bullet-pointed incentives: a
bonus, and waived health insurance premiums. Id.
Finally, on the last page of the 2011 FAQ, before the
appendix detailing health insurance costs under the plan, a
This document is intended to provide general information
regarding the Faculty Retirement Incentive Plan. In the event
of a discrepancy between this document and the Plan document,
the Plan document will take precedence. Contact the Benefits
Office (firstname.lastname@example.org) for a copy of the Plan
at 12. According to Plaintiff, he searched the university
website and faculty handbook but did not find the plan
document in either location.  ¶ 3. Plaintiff also
met with Gould before accepting early retirement, and Gould
told him that the FAQ had all the information he needed.
Id. ¶¶ 4-5. Gould did not give Plaintiff a
copy of the plan document, and Plaintiff left the meeting
with the impression that the 2011 FAQ “set forth the
terms” of the FRIP. Id. ¶¶ 5-6.
Plaintiff does not claim that he ever contacted the Benefits
Office to request a copy of the FRIP.
February 10, 2011, Plaintiff signed an “early
retirement agreement, ” electing to participate in the
FRIP's early retirement option. See [38-4]. By
its terms, that agreement became irrevocable after seven
days, and Plaintiff's retirement would go into effect in
January 2014. Id. The agreement stated that
Defendant would give Plaintiff “the benefits provided
under the Faculty Retirement Incentive Plan (the
‘Plan') in accordance with its terms.”
Id. at 1. It included an acknowledgement that
Plaintiff had received “accurate and complete
information” about the Plan benefits; that Plaintiff
entered the agreement voluntarily, after having been advised
to consult an attorney; and that Plaintiff agreed to
“be bound by the terms of the Plan.” Id.
Plaintiff's retirement agreement became irrevocable on
February 17, 2011, subject to one exception: according to the
FRIP, if Defendant amended the Plan “in a manner that
materially affects its terms or benefits, ” Defendant
had to notify plan participants who had not yet actually
retired, and ...