                                                                                                                           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Precedential or Non-Precedential: Non-Precedential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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Recommended Citation
"France v. Syngenta Crop" (2003). 2003 Decisions. Paper 144.
http://digitalcommons.law.villanova.edu/thirdcircuit_2003/144


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                                      NOT PRECEDENTIAL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
