included within the definition of "welfare plan" [are] those plans which provide holiday and severance benefits, and benefits which are similar (for example, benefits which are in substance severance benefits, although not so characterized). * * * 29 C.F.R. 2510.3-1(a)(3) (1984).
(emphasis added). Id. at 325. This regulatory provision remains unchanged. 29 C.F.R. 2510.3-1(a)(3) (1991). The court further affirmed the finding that plaintiffs' state law claims were preempted by ERISA, observing that
seeking to enforce the severance pay policy would determine whether any benefits are paid, and directly affect the administration of benefits under the plan. As noted, the plaintiffs here were employed in . . . different states. The policy favoring national uniformity in this field, therefore, strongly supports preemption.
Gilbert, 765 F.2d at 327. Finally, the Court held that ERISA preempted even in situations in which an employer has never sought to comply with ERISA and wants to use it to avoid potential liability under state law. Id. at 328.
Having carefully reviewed the FADA "severance" and "retention" plans as set forth above in light of the plaintiffs' pleadings and arguments, the Court finds as a matter of law that FADA's board established these plans to confer severance benefits, or "benefits which are in substance severance benefits, although not so characterized," with the intent -- stated in both the June 1998 board resolution and the September 1988 management addendum -- to provide "a reasonable opportunity, with income, to pursue other gainful employment."
Any doubt that the board's intent was not to confer a "reward to retain the employee base," Aristeguita Opp. at 3 (emphasis added), or a so-called "golden parachute" -- a characterization with which plaintiffs agreed at oral argument -- is dispelled by the board's May 2, 1989, resolution providing that no benefits were to be paid if a successor made a comparable offer of employment. Moreover, the board's June 1988 resolution expressly demonstrates its intent that the plans be established, reported, and administered in compliance with ERISA. That FADA appointed no plan administrator, prepared no plan summary or otherwise complied with ERISA, as plaintiffs contend, is irrelevant to preemption, as Gilbert makes clear.
Accordingly, the Court holds that ERISA governs the FADA plans and preempts the plaintiffs' state law actions. The Court rejects plaintiffs' argument that the Supreme Court's decision in Fort Halifax Packing Co. v. Coyne, 482 U.S. 1, 96 L. Ed. 2d 1, 107 S. Ct. 2211 (1987), is to the contrary, since that decision regards favorably both the Gilbert and Holland decisions, and since Fort Halifax clearly distinguished the situation before it of a state-mandated payment to workers affected by plant closings. See 482 U.S. 16 at 16-19, 25-26 .
The Court is also unpersuaded by plaintiffs' argument that FADA's plans are exempt from ERISA as governmental plans under 29 U.S.C. 1003(b)(1) because FADA was a government "instrumentality" within 29 U.S.C. 1002(32). In making this determination, the Court finds little authority in case law from which to draw guidance. However, after considering the few cases relied upon by the parties, and in light of their acknowledgement that FADA's quasi-governmental status presents an apparently unique question in this regard, the Court is convinced by the numerous reasons provided by RTC why it should not exempt FADA's plans on this basis, see RTC Memo at 11-12 and Reply at 79,
including what we consider to be two pivotal factors: first, that a federal court has previously held a state government-supported entity did not to fall within Section 1002(32), Krupp v. Lincoln University, 665 F. Supp. 289, 291-92 (E.D. Pa. 1987), and second, that FADA's employees were never subject to government civil service classification or restrictions on salaries, benefits or personnel rules.
For these reasons, the Court grants summary judgment in favor of the defendant and holds that ERISA preempts all of the plaintiffs' claims. Since the plaintiffs' complaints seek no relief under ERISA
, the Court dismisses these actions pursuant to Fed. R. Civ. P. 12(b)(6) for failure to state a cause of action upon which relief can be granted.
George H. Revercomb
United States District Judge