JOHN J. RAFTER, Plaintiff,
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., Defendant
Ellen Lipton Hollander United States District Judge
John J. Rafter, plaintiff, filed suit against his former employer, The Great Atlantic & Pacific Tea Company (“A&P”), defendant, claiming that A&P terminated his employment on the basis of his age, in violation of the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621, and the Maryland Discrimination in Employment Statute (“MDES”), Md. Code (2009 Repl. Vol., 2012 Supp.), State Gov’t § 20-601, et seq. See Complaint (ECF 1). A&P filed a motion to dismiss pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure (“Motion, ” ECF 4), and a supporting memorandum (“Memo, ” ECF 6-1), asserting that plaintiff’s suit is foreclosed by A&P’s Chapter 11 bankruptcy proceedings in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).
In particular, A&P argues that Rafter’s claim has been “discharged” under 11 U.S.C. § 1141(d) as a result of the Bankruptcy Court’s confirmation of A&P’s Chapter 11 plan for reorganization. In support of the Motion, defendant attached documents from A&P’s bankruptcy proceeding. See ECF 4-2, 4-3, 4-4, 4-5, 4-6, 4-7. Plaintiff opposed the Motion (“Opposition” or “Opp., ” ECF 11-2), and submitted several exhibits that he believes support denial of the Motion based on estoppel. See ECF 11-3, 11-4, 11-5, 11-6, 11-7, 11-8, 11-9. A&P replied (“Reply, ” ECF 12).
The Motion has been fully briefed, and no hearing is necessary to resolve it. See Local Rule 105.6. For the reasons that follow, I will grant the Motion.
A. Plaintiff’s Employment With A&P
In 1988, A&P hired Rafter as a Co-Manager for one of its supermarkets operating under A&P’s “SuperFresh” banner name. Compl. ¶ 9. Rafter was quickly promoted to the position of Manager and, in December 2010, he became the Manager of the SuperFresh grocery store in Towson, Maryland (the “SuperFresh”). Id. ¶ 13.
At about 3:00 p.m. on February 25, 2011, while Rafter was working his regular shift, the SuperFresh lost power. Id. ¶ 16. Rafter notified Bill Snyder, the District Manager, of the power outage. Id. At approximately 4:30 or 4:45 p.m., the SuperFresh regained power. Id. Rafter informed Snyder that the power was back on and left work at 5:15, after his shift had ended. Id.
Rafter’s Co-Manager, Denise Gentry, remained at the SuperFresh, where she “was expected to assume all responsibilities in [plaintiff’s] absence.” Id. ¶ 18. At about 8:00 or 8:30 p.m. that evening, Gentry contacted Rafter at home and advised him that the store had again lost power and that she was waiting for the power company to arrive. Id. ¶ 17. Rafter subsequently learned that “Gentry left the store approximately two hours later at 10:30 p.m. even though the power was still off and she notified no one other than two part-time, night employees that she was leaving.” Id. ¶ 19.
When Rafter returned to the SuperFresh at 7:00 a.m. the next morning, the power was still off. Id. ¶ 21. He contacted Snyder, who also came to the SuperFresh. Id. Although “a generator was ordered, . . . the power was restored by approximately 8:00 p.m., ” before the generator could be installed. Id. As a result of the extended power outage, the SuperFresh sustained a “loss.” Id. ¶ 22.
On March 28, 2011, a month after the incident, Rafter met with Snyder and Ed Travers, a member of A&P’s human resources department. Id. ¶¶ 23-24. They informed Rafter that he was terminated from his position with A&P, effectively immediately, “for negligence and loss.” Id. ¶ 23. Rafter, who had worked for A&P for more than 22 years, was “crushed.” Id. ¶ 24. Shortly after the meeting, Snyder asked Rafter his age, and then added that Rafter did not have to respond. Id. Rafter replied that he was 57 years old. Id. The Complaint does not indicate whether Gentry, who was in her “late 30’s-early 40’s, ” id. ¶ 14, received any discipline as a result of the power outage.
According to plaintiff, “A&P replaced Rafter with a substantially younger female.” Id. ¶ 25. Rafter also alleges that a younger manager of another SuperFresh store “was not fired for causing A&P a significantly greater loss and engaging in clearly negligent conduct, ” relating to a “problem with rats” that caused the store to close for a full day. Id. ¶ 28. Additionally, plaintiff alleges that a female Co-Manager at his store, approximately thirty years his junior, had given a pay advance to a part time employee without approval, but was “issued a write-up in lieu of termination.” Id. ¶ 29.
Plaintiff’s exhibits to the Opposition show that his counsel wrote to the Chief Executive Officer of A&P on May 5, 2011, setting forth the allegations of age discrimination, ECF 11-3, and A&P responded on June 13, 2011. ECF 11-4. A&P denied wrongdoing. It also indicated that it was selling or closing its stores in the Baltimore area on July 9, 2011, and in the interest of avoiding litigation, A&P offered plaintiff the “separation package he would have been offered if he was still employed as a store manager on July 9.” Id.
B. A&P’s Bankruptcy Proceedings
On December 12, 2010, i.e., before Rafter was terminated from his employment, A&P and certain related entities, as debtors and debtors in possession (collectively, the “Debtors”), filed in the United States Bankruptcy Court for the Southern District of New York voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code, which were jointly administered. See In re The Great Atlantic & Pacific Tea Company, Inc., et al., No. 10-24549 (RDD) (Bankr. S.D.N.Y. 2012).
On February 17, 2012, i.e., after Rafter was fired, the Debtors filed a “First Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code” (the “Plan”). See Motion Exh. B (ECF 4-3). The Plan stated in Article VIII, titled “EFFECT OF CONFIRMATION OF THE PLAN, ” Paragraph A, captioned “DISCHARGE OF CLAIMS AND TERMINATION OF INTERESTS, ” as follows, id. at 57 (emphasis in original):
EXCEPT AS OTHERWISE PROVIDED IN THE PLAN AND EFFECTIVE AS OF THE EFFECTIVE Dated: (1) THE RIGHTS AFFORDED IN THE PLAN AND THE TREATMENT OF ALL CLAIMS AND INTERESTS SHALL BE IN EXCHANGE FOR AND IN COMPLETE SATISFACTION, DISCHARGE, AND RELEASE OF ALL CLAIMS AND INTERESTS OF ANY NATURE WHATSOEVER, INCLUDING ANY INTEREST ACCRUED ON SUCH CLAIMS FROM AND AFTER THE COMMENCEMENT DATE, AGAINST THE DEBTORS OR ANY OF THEIR ASSETS, PROPERTY, OR ESTATES; (2) THE PLAN SHALL BINDALLHOLDERSOFCLAIMSANDINTERESTS, NOTWITHSTANDING WHETHER ANY SUCH HOLDERS FAILED TO VOTE TO ACCEPT OR REJECT THE PLAN, VOTED TO ACCEPT THE PLAN OR VOTED TO REJECT THE PLAN; (3) ALL CLAIMS AND INTERESTS SHALL BE SATISFIED, DISCHARGED, AND RELEASED IN FULL, AND THE DEBTORS’ LIABILITY WITH RESPECT THERETO SHALL BE EXTINGUISHED COMPLETELY, INCLUDING ANY LIABILITY OF THE KIND SPECIFIED UNDER SECTION 502(G) OF THE BANKRUPTCY CODE; AND (4) ALL ENTITIES SHALL BE PRECLUDED FROM ASSERTING AGAINST THE DEBTORS, THE DEBTORS’ ESTATES, THE REORGANIZED DEBTORS, THEIR SUCCESSORS AND ASSIGNS, AND THEIR ASSETS AND PROPERTIES ANY OTHER CLAIMS OR INTERESTS BASED UPON ANY DOCUMENTS, INSTRUMENTS, OR ANY ACT OR OMISSION, TRANSACTION, OR OTHER ACTIVITY OF ANY KIND OR NATURE THAT OCCURRED PRIOR TO THE EFFECTIVE DATE.
On February 28, 2012, the Bankruptcy Court issued “Findings Of Fact, Conclusions Of Law, And Order Confirming The Debtors’ Joint Plan Of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code” (“Confirmation Order”), confirming the Plan. See Motion Exh. A (ECF 4-2). As to “Discharge of Debtors, ” the Confirmation Order stated in Paragraph 127:
Pursuant to Article VIII.A of the Plan and section 1141(d) of the Bankruptcy Code, except as otherwise provided in the Plan and effective as of the Effective Date [March 13, 2012]: (a) the rights afforded in the Plan and the treatment of all Claims and Interests shall be in exchange for and in complete satisfaction, discharge, and release of all Claims and Interests of any nature whatsoever . . . against the Debtors or any of their assets, property, or Estates; the Plan shall bind all holders of Claims and Interests, notwithstanding whether any such holders were entitled to vote, failed to vote on the Plan, voted to accept the Plan, voted to reject the Plan or were deemed to have accepted or rejected the Plan; all Claims and Interests shall be satisfied, discharged, and released in full, and the Debtors’ liability with respect thereto shall be extinguished completely, including any liability of the kind specified under section 502(g) of the Bankruptcy Code; and (d) all Entities shall be precluded from asserting against the Debtors, the Debtors’ Estates, the Reorganized Debtors, their successors and assigns, and their assets and properties any other Claims or Interests based upon any documents, instruments, or any act or omission, transaction, or other activity of any kind or nature that occurred prior to the Effective Date.
With respect to “Injunctions and Automatic Stay, ” the Confirmation Order stated in Paragraph 181: “This Confirmation Order shall permanently enjoin the commencement or prosecution by any Person, whether directly, derivatively, or otherwise, of any Claims, Interests, Causes of Action, obligations, suits, judgments, damages, demands, debts, right, or liabilities released, exculpated or enjoined pursuant to the Plan.” A&P issued a “Notice of Entry Of Confirmation Order And Occurrence Of Effective Date Of The Debtors’ . . . Plan Of Reorganization . . .” (the “Notice”) on March 13, 2012, which was the Plan’s “Effective Date.” See Motion Exh. C (ECF 4-4). The Notice advised that the Bankruptcy Court had confirmed the Plan on February 28, 2012. Notice ¶ 1. Additionally, it included a statement pertaining to “Discharge of Debtors” that was identical to Paragraph 127 of Confirmation Order, supra. See Id . ¶ 3. Paragraph 5, titled “Bar Date for Administrative Claims, ” stated (emphasis in original):
Unless otherwise provided by the Plan, the Confirmation Order, any other applicable order of the Bankruptcy Court, or otherwise agreed-to by the parties, all requests for payment of an Administrative Claim that accrued on or before the Effective Date [of March 13, 2012] must be filed with the Bankruptcy Court and served by holders of such Claims, together with accompanying documentation, with the Bankruptcy Court and served on the Debtors no later than April 12, 2012 (the “Administrative Claims Bar Date”). Holders of Administrative Claims that are required to file and serve a request for payment of such Administrative Claims that do not file and serve such a request by the Administrative Claims Bar Date shall ...