France v. Syngenta Corp. Protection Inc. , 80 F. App'x 238 ( 2003 )

Opinions of the United
2003 Decisions States Court of Appeals
for the Third Circuit
11-4-2003
France v. Syngenta Crop
Precedential or Non-Precedential: Non-Precedential
Docket No. 02-4266
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"France v. Syngenta Crop" (2003). 2003 Decisions. Paper 144.
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NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
____________
No: 02-4266
____________
JOHN R. FRANCE,
Appellant
v.
SYNGENTA CROP PROTECTION INC.,
a Delaware corporation; KEY TO
RETAIN PLAN, an employee pension
benefit plan; SYNGENTA CROP
PROTECTION INC., Plan Administrator
of Key to Retain Plan
Appeal from the United States District Court
for the District of Delaware
(D.C. Civil Action No. 01-cv-00600)
District Judge: Honorable Joseph J. Farnan, Chief Judge
___________________
Submitted Under Third Circuit LAR 34.1(a)
on September 5, 2003
Before: SLOVITER, NYGAARD AND ROTH , Circuit Judges
(Opinion filed: November 4, 2003)
ROTH, Circuit Judge:
Plaintiff/appellant John France brought suit in the United States District Court for
the District of Delaware against Syngenta Crop Protection, Inc.; Key to Retention
Plan,(KTR), an employee benefits plan; and Syngenta Crop Protection, Inc., as the Plan
Administrator of KTR, seeking payment of a retention bonus under the Employee
Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. § 1001. The parties agreed
that no facts central to the case were in dispute. Both Syngenta and France filed cross
motions for summary judgement. The District Court found for the defendants, denied
France’s motion for reconsideration, and France appealed.
Zeneca Ag Products, France’s former employer, created the KTR to provide two
incentives to retain specific employees for a four year period during which Zeneca Ag
Products was separated from its parent company and merged into another entity. One
benefit of the KTR was a quarterly bonus, the other a retention benefit. To be eligible for
the lump sum retention component, a plan participant was required to “remain in Zeneca
Ag Products in the IS Group through December 31, 2001." Additionally, “[i]f a plan
participant exits the plan for any reason, (i.e., resignation, termination, transfer) prior to
the end of the quarter, that individual will not be eligible for the current and all future
quarterly and retention component payments.” On September 1, 2000, France resigned
from Zeneca. He was paid two partial quarterly bonuses after his resignation.
In November, 2000, Zeneca and Novartis AG merged to form Syngenta Crop
Protection, Inc. Syngenta, as successor to Zeneca Ag Products, amended the KTR to
allow former Zeneca employees, who were still with Syngenta but who were not offered
continued employment at Syngenta, to recover a prorated share of their retention bonus.
France claims on appeal that the District Court erred in finding that continued
employment was a requirement of being a plan participant and that France was not
eligible for a retention bonus. France also contends that improper amendment nullified
the underlying continued employment condition.
We have jurisdiction of this appeal pursuant to 28 U.S.C. § 1291. We exercise
plenary review of a District Court’s grant of summary judgement. We will affirm the
district court’s decision “if there is no genuine issue of material fact and the moving party
is entitled to judgement as a matter of law.” Mushalla v. Teamsters Local No. 863
Pension Fund, 300 F.3d 391, 395 (3d Cir. 2002) (quoting Smith v. Hartford Ins. Group, 6
F.3d 131, 135 (3d Cir. 1993)); see also Pi Lambda Phi Fraternity, Inc. v. Univ. of
Pittsburgh, 229 F.3d 435, 441 n.3 (3d Cir. 2000). We review a denial of a motion for
reconsideration through an abuse of discretion standard. Harsco Corp. v. Zlotnicki, 779
F.2d 906, 909 (3d Cir. 1985).
The plain language and intent of the KTR requires that a plan participant be
employed in the IS group of Astra Zeneca (or its successor). The KTR specifically states
that a plan participant who resigns, is terminated, or transfers has exited the plan. The
District Court did not err in coming to this conclusion.
Following France’s resignation and the merger of Zeneca Ag Products into
Syngenta, the KTR was amended to allow current plan participants to receive a portion of
their retention bonuses even if they were not asked to remain employees after the merger.
Because France had resigned before the plan’s amendment, he was not entitled to receive
the retention bonus under the amendment. Moreover, the District Court properly found
that the requirement of continued employment was not waived because of the
amendment.
France also argues that the plan was not properly amended and in the alternative
that, because KTR payments were made to other employees under the amended plan, the
requirement of employment through 2001 was rendered moot. These issues were raised
in the District Court only in the motion for reconsideration. The District Court did not
err in denying a motion for reconsideration which raises new matters for the first time.
See, e.g., Brambles USA, Inc. v. Blocker, 735 F. Supp. 1239, 1240 (D. Del.1990).
Furthermore, issues which have not been properly raised before the district court will only
be considered on appeal under exceptional circumstances. See Altman v. Altman, 653,
F.2d 755, 758 (3d Cir. 1981). No exceptional circumstances exist here and for that reason
we will not consider these issues.1 France’s final argument that Zeneca Ag Products was
not in existence as of December 31, 2001, and thus the provision requiring employment
through that date is moot, was also not addressed in the District Court and will not be
considered here. Id.For the reasons stated above, we will affirm the judgment of the District Court.
1
We note moreover that, if we should hold that the amendment was invalid, the
KTR would revert to its original terms. France’s claim would then be barred by the
plan’s clear language.
TO THE CLERK:
Please file the foregoing Opinion.
By the Court,
/s/ JANE R. ROTH
Circuit Judge