United States Court of Appeals
Fifth Circuit
F I L E D
UNITED STATES COURT OF APPEALS
For the Fifth Circuit April 10, 2003
Charles R. Fulbruge III
No. 02-41127 Clerk
Summary Calendar
RICK L GIUNTA,
Plaintiff/Appellant,
VERSUS
MOBIL CORPORATION EMPLOYEE SEVERANCE PLAN,
Defendant/Appellee.
Appeal from the United States District Court
For the Southern District of Texas
(01-CV-677)
Before DAVIS, DUHÉ, and DEMOSS, Circuit Judges.
PER CURIAM:1
The issue in this appeal is whether the administrator of an
ERISA-governed employee welfare benefit plan correctly interpreted
its terms, and if not, abused his discretion in denying benefits to
the plaintiff.
Exxon Corporation and Mobil Corporation merged in 1999. The
Mobil Corporation Employee Severance Plan (“the Plan”), an ERISA-
1
Pursuant to 5th Circuit Rule 47.5, the court has determined
that this opinion should not be published and is not precedent
except under the limited circumstances set forth in 5th Circuit
Rule 47.5.4.
governed employee welfare benefit plan, provided among other things
severance packages for employees who resigned their positions for
good reason during a two year period following the merger. “Good
reason,” as defined in Section 1.12 of the Plan, included the
change of an employee’s principal place of employment to a location
more than 50 miles from the employee’s current place of employment
without the employee’s “written consent.”
Exxon Mobil implemented a policy whereby employees accepting
post-merger positions were asked to sign a form indicating their
acceptance. The form, which listed four choices and the effect of
each choice with regard to the availability of Plan benefits, was
referred to as the ABCD form.
Before the merger, Rick Giunta (“Giunta”) worked in New
Orleans, Louisiana, as an engineer for Mobil. Shortly after the
merger, Giunta accepted essentially the same position with Exxon
Mobil in New Orleans. In connection with this acceptance, Giunta
signed the ABCD form. About one month later, Exxon Mobil offered
Giunta a position in Houston, Texas. Giunta began work in Houston
several months later, but did not sign the ABCD form. He did,
however fill out and submit a relocation authorization form in
connection with the move to Houston. He also signed and submitted
claim forms for various relocation expenses, including a lump-sum
payment available only to employees who relocate. From early
March until mid-July, Giunta commuted to Houston to work each week
and lived in corporate housing.
2
After nearly five months of working in the Houston position,
Giunta left Exxon Mobil and went to work for Halliburton in
Houston. Giunta’s notice to Exxon Mobil of his pending departure
was written in terms of declining an offer to relocate. Exxon
Mobil informed Giunt that it understood his departure to be a
resignation.
Giunta sought severance benefits under the Plan, claiming
entitlement because he terminated his employment for “good reason,”
namely, relocation more than 50 miles away from his former
principal place of employment without his written consent. When
denied benefits, Giunta appealed, and the Plan Administrator
(“Administrator”) upheld the denial on appeal and on
reconsideration. The Administrator’s reasons included that Giunta
had consented to the relocation, as evidenced by his acceptance of
relocation funds, thereby eliminating “good reason” for his
departure. The Plan contends that the requirement for written
consent is satisfied by (1) the relocation authorization form
filled in and submitted by Giunta, as well as (2) the several
relocation expense reimbursement forms signed and submitted by
Giunta.
On cross-motions for summary judgment, the district court
granted summary judgment to the Plan and denied summary judgment to
Giunta, concluding that the Administrator’s interpretation of the
plan was legally correct and that the denial of benefits was not an
abuse of the Administrator’s discretion. Giunta appeals.
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I.
We review the grant of summary judgment de novo, applying the
same standards as would the district court. Shipp v. McMahon, 234
F.3d 907, 911 (5th Cir. 2000). Summary judgment is appropriate if
the record reveals no genuine issue of material fact and the moving
party is entitled to judgment as a matter of law. Fed. R. Civ. P.
56(c).
Judicial review of benefit determinations by the administrator
of an ERISA-governed employee welfare benefit plan may involve two
parts. First, we consider whether the administrator’s
interpretation of plan provisions is legally correct. Wildbur v.
ARCO Chemical Co., 974 F.2d 631, 637 (5th Cir. 1992); Jordan v.
Cameron Iron Works, Inc., 900 F.2d 53, 56 (5th Cir. 1990). If the
administrator’s interpretation is legally correct, the inquiry ends
there. Chevron Chem. Co. v. Oil, Chem. & Atomic Workers Local 4-
447, 47 F.3d 139, 146 (5th Cir. 1995). A conclusion that the
administrator’s interpretation is legally incorrect requires
review of the administrator’s determination for abuse of
discretion. Duhon v. Texaco, Inc., 15 F.3d 1302, 1305 (5th Cir.
1994). Obligations imposed by the plan but not required by ERISA
are governed by contract law. Spacek v. Maritime Ass'n, 134 F.3d
283, 287 (5th Cir. 1998). In cases involving a potential conflict
of interest, the conflict is a factor in the abuse of discretion
inquiry. Vega v. National Life Ins. Servs, 188 F.3d 287, 296-97
(5th Cir. 1999).
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In deciding whether the Administrator’s determination is
legally correct, we consider “(1) whether the administrator
provides a uniform construction of the plan; (2) whether the
interpretation is consistent with a fair reading of the plan; and
(3) whether the interpretation results in any unanticipated costs.”
Jordan, 900 F.2d at 56.
The Plan does not designate a specific means of providing
“written consent” to relocation, and the record reveals no fact
issue whether the Administrator interpreted “written consent” non-
uniformly. Giunta’s references to the situations of two other
employees fails to advance his position to the contrary. The
first, Keith Carwile, was allowed to decline after working in a new
location for two months, but his situation differs in that he never
executed a writing indicating his consent to relocate. The second,
Stephen Pease, consented to relocation in an email and was denied
benefits; thus his situation is consistent with the notion that
writings other than the ABCD form can constitute written consent.
In sum, these situations tend to demonstrate uniformity, rather
than non-uniformity, in the Administrator’s construction of
“written consent.”
Giunta notes the Administrator’s statements that the ABCD form
is “important” and that failure to procure Giunta’s signature on
the form in connection with his relocation might have been an
“inadvertent administrative error.” These statements indicate the
purpose served by the ABCD form, documentation of written consent,
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which would end the inquiry into whether Giunta provided written
consent to relocate. The statements do not indicate that the
Administrator interpreted “written consent” to exclude all means of
consent other than the ABCD form.
Next we consider whether the Administrator provides a fair
reading of “written consent.” Whether the requirement of written
consent is considered under ERISA or contract law, the result is
the same. In the ERISA context, "Eligibility for benefits under
any ERISA plan is governed in the first instance by the plain
meaning of the plan language." Threadgill v. Prudential Sec.
Group, Inc., 145 F.3d 286, 292 (5th Cir. 1998). Similarly,
contract law in the Commonwealth of Virginia, which applies to
those portions of the Plan not preempted by ERISA, requires that
terms be given their “usual, ordinary, and popular meaning.” D.C.
McClain, Inc. v. Arlington County, 452 S.E.2d 659, 662 (Va. 1995).
The Plan does not define or limit “written consent.” Only an
unreasonable construction of the term would restrict it to the ABCD
form or any particular form; a reasonable construction allows for
any kind of writing by an employee indicating his consent to
relocate. The relocation reimbursement expense forms, which
include a declaration verifying that the expenses were incurred in
accordance with the company’s relocation policy, are well within a
fair reading of “written consent” such that the employee submitting
the forms can be said to have consented to the relocation in
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writing.2
Finally, we consider whether the interpretation would generate
unanticipated costs under the plan. As was true before the
district court, the parties did not provide briefing on the issue.
We nonetheless conclude, in agreement with the district court, that
the broader definition applied by the Administrator will not result
in unanticipated costs as compared to a restriction of the term
“written consent” to the ABCD form. The broader definition
excludes from eligibility employees who consent to relocation but
fail to sign the ABCD form, resulting in lower costs to the Plan
rather than unanticipated expenses to the Plan.
II.
In conclusion, the Administrator’s interpretation of “written
consent” as including relocation expense forms is legally correct.
It is undisputed that Giunta submitted forms claiming expenses
reimbursable only to employees who relocate. Because the forms
constitute written consent to relocate to Houston, the
Administrator was correct in determining that Giunta had not
terminated his employment for “good reason” and was ineligible for
2
Giunta misses the mark with his insistence that there was no
meeting of the minds regarding his waiver of Plan benefits. The
non-availability of severance benefits was a consequence of
Giunta’s consent, not the object of his consent. The object of his
consent was his relocation to Houston. We ask only whether the
forms submitted by Giunta in connection with his move to Houston
fairly fall within the term “written consent,” thus rendering
Giunta ineligible to claim he terminated his employment for “good
reason”.
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severance benefits. We therefore need not reach the abuse-of-
discretion inquiry, see Chevron, 47 F.3d at 146, or Giunta’s
requests for damages and attorney’s fees. The judgment of the
district court granting summary judgment to the Plan and denying
summary judgment to Giunta is
AFFIRMED.
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