                   NOT RECOMMENDED FOR FULL-TEXT PUBLICATION
                              File Name: 07a0677n.06
                             Filed: September 18, 2007

                                                Case No. 06-1602

                               UNITED STATES COURT OF APPEALS
                                    FOR THE SIXTH CIRCUIT

 LLOYD MARKS,                                                   )
                                                                )
             Plaintiff-Appellant,                               )
                                                                )        ON APPEAL FROM THE
                    v.                                          )        UNITED STATES DISTRICT
                                                                )        COURT FOR THE EASTERN
 NEWCOURT CREDIT GROUP,                                         )        DISTRICT OF MICHIGAN
 INCORPORATED; NEWCOURT                                         )
 FINANCIAL USA, INCORPORATED;                                   )
 CIT GROUP INCORPORATED,                                        )
                                                                )
             Defendants-Appellees.                              )
                                                                )
 _______________________________________                        )

BEFORE: BATCHELDER and MOORE, Circuit Judges; COLLIER*, District Judge.

         ALICE M. BATCHELDER, Circuit Judge. Plaintiff-Appellant Lloyd Marks appeals the

district court’s grant of summary judgment in favor of Newcourt Credit Group, Incorporated,

Newcourt Financial USA, Incorporated, and CIT Group Incorporated (collectively “Newcourt”) on

Marks’s breach of contract and constructive discharge claims1.

         In January 1998, Newcourt acquired all of the stock of Marks’s employer, AT&T Capital,

where Marks served as the President and Chief Operating Officer (“COO”) of the Systems Leasing

unit. Following negotiations to continue in the same role with Newcourt, Newcourt authored a

         *
         The Honorable Curtis L. Collier, United States District Judge for the Eastern District of Tennessee, sitting
by designation.

         1
           One of Marks’s contract-related claims survived summary judgment. The parties later settled the claim,
and it is not before the court.
December 19, 1997, letter that contained the proposed compensation arrangement for Marks and

stated that Marks would “maintain the terms of [his] employment on substantially the same terms

and conditions as they existed prior to the Closing.” Marks accepted employment with Newcourt

and remained the COO of the Systems Leasing unit. In February 1999, Marks suffered a heart attack

and went on disability leave. Marks did not return to Newcourt. Instead, he brought suit against

Newcourt alleging, among other things, that Newcourt breached his employment contract and

constructively discharged him by substantially changing and reducing his duties, responsibilities and

compensation.

       Newcourt removed the case to federal court, arguing that the Employee Retirement Income

Security Act (“ERISA”), 29 U.S.C. § 1001 et seq., preempted Marks’s claims. The district court

dismissed Marks’s breach of contract claim as preempted and entered judgment against Marks on

the ERISA claims. We affirmed the district court as to Marks’s ERISA claims, but reversed the

dismissal of Marks’s breach of contract claim because it was not preempted by ERISA. Marks v.

Newcourt Credit Group, Inc., 342 F.3d 444, 453 (6th Cir. 2003) (“Marks alleges that, without cause,

Newcourt significantly altered his duties and reduced his compensation. Because this conduct may

constitute a breach of Marks’s employment contract irrespective of the [employee benefit] plan, the

breach of contract claim is not preempted.”).

       Following remand from this court, the district court considered Marks’s contract claims.

Marks argued that he had a just cause employment contract with Newcourt and that Newcourt

breached the contract when Newcourt all but eliminated his position. Newcourt contended that

because Marks was an at-will employee, there was no employment contract for it to breach.

       The district court thoroughly reviewed the evidence in the record and concluded that Marks


                                                 2
was an at-will employee and no employment contract existed. The district court held, in the

alternative, that even if an employment contract existed, Marks could not demonstrate that Newcourt

constructively discharged him by changing the conditions of his employment.

        We have undertaken a de novo review of the record, applicable law, and the parties’ briefs.

As the district court’s opinion carefully and correctly sets out the law governing at-will employment

in Michigan, and clearly articulates the reasons underlying its decision, the issuance of a full written

opinion by this court would serve no useful purpose. Accordingly, on the issue of at-will

employment, for the reasons stated in the district court’s opinion, we AFFIRM. Because we find

that the district court correctly concluded that no employment contract existed, we do not reach the

constructive discharge issue.




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