John Comrie v. IPSCO, Incorporated, 636 F.3d 839

IPSCO established the IPSCO Enterprises, Inc. U.S. SERP, a top-hat, unfunded supplemental retirement plan for executives that pays above tax-deferred limits.
The Plan contains two golden-parachute features: (i) post-change-of-control involuntary terminations bypass a cap; (ii) involuntary termination includes broad changes in position or authority, even if the executive resigns for a better offer.
In 2007, SSAB Svenskt Stål AB acquired IPSCO; IPSCO promoted Klebuc-Simes over Comrie, who then resigned and sought lump-sum payment under the Plan.
Comrie’s benefits are based on years of service (about 27) times 2% of the average compensation in the preceding five years, with compensation defined to exclude stock-based bonuses.
Comrie argues stock-linked compensation is a “bonus” and thus excluded; the plan administrator treated stock-based pay as bonuses; the district court granted summary judgment for defendants, applying deferential review.
Canadian-law claims were raised but ultimately found immaterial since ERISA preempts Canadian-law claims and Comrie’s entitlements are governed by the written Plan.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether stock-linked pay qualifies as a Plan bonus	Comrie: stock pay is not a bonus; only cash bonuses count.	Committee interpreted stock-linked compensation as a bonus under the Plan.	Yes, stock-linked pay is a form of bonus; deferential review upheld.
Whether the administrator’s discretion is permissible under Firestone framework	Discretionary interpretation by non-fiduciaries or conflicts of interest taint decision.	Discretionary interpretation is valid when contract confers discretion; there is no fiduciary override.	Deferential review applies; decision not arbitrary or capricious.
Whether Canadian-law claims may apply given ERISA preemption	Comrie argues Canadian law governs certain promises and severance.	ERISA preempts; foreign-law claims not applicable in US forum.	Canadian-law claims barred; ERISA preemption applies; Plaintiff entitled to Plan rights only.
Whether oral Canadian-promise claims survive displacement by ERISA	Oral promises should enforce Canadian assurances about benefits.	Promises not enforceable absent written form; ERISA governs.	Oral promises unenforceable; no relief beyond Plan entitlements.

Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101 (1989) (establishes Firestone framework for deferential review when discretion is conferred)
Metropolitan Life Insurance Co. v. Glenn, 554 U.S. 105 (2008) (conflicts of interest in fiduciary decisions; relevant to analysis)
Marrs v. Motorola, Inc., 577 F.3d 783 (7th Cir. 2009) (conflicts of interest considerations in fiduciary decisions)
Goldstein v. Johnson & Johnson, 251 F.3d 433 (3d Cir. 2001) (non-fiduciary interpretations and independent review debate)
Craig v. Pillsbury Non-Qualified Pension Plan, 458 F.3d 748 (8th Cir. 2006) (intermediate standard; contract-based discretion)
Olander v. Bucyrus-Erie Co., 187 F.3d 599 (7th Cir. 1999) (applies deferential review to discretionary plan-administrator decisions)
Hughes Aircraft Co. v. Jacobson, 525 U.S. 432 (1999) (principle that contracts govern when statute is silent on decision rule)
Lockheed Corp. v. Spink, 517 U.S. 882 (1996) (choice-of-law principles in preemption contexts)
Johnson v. Georgia-Pacific Corp., 19 F.3d 1184 (7th Cir. 1994) (choice-of-law and contract interpretation in ERISA matters)
Frahm v. Equitable Life Assurance Society, 137 F.3d 955 (7th Cir. 1998) (ERISA enforcement limits on extrinsic oral promises)
Bandak v. Eli Lilly & Co. Retirement Plan, 587 F.3d 798 (7th Cir. 2009) (foreign-law preemption considerations in ERISA contexts)