United States District Court, N.D. Indiana, South Bend Division
PAMELA A. LEEMAN, Plaintiff
REGIONS INSURANCE, INC., Defendant
OPINION AND ORDER
L. Miller, Jr. Judge, United States District Court
Leeman brought suit against her former employer, Regions
Insurance, Inc., after she was terminated for refusing to
sign an amendment to an employment agreements modifying the
terms of compensation. In her third amended complaint, she
seeks a declaration that two of the provisions in her
original employment agreement are overly broad and
unenforceable (Count 1) and asserts claims for breach of
contract (Count 2), and employment discrimination under Title
VII, the Age Discrimination in Employment Act, and the Equal
Pay Act (Counts 3-8). Cross motions for summary judgment on
Counts 1 and 2 [Doc. Nos. 34 and 53] currently pend before
the court. For the following reasons, Regions'
motion is granted, and the plaintiff's motion is denied.
Leeman worked as an insurance agent ("producer")
for Regions and its predecessor, Miles & Finch, from 1996
until April 1, 2015, when she was terminated.
December 18, 2006, Ms. Leeman entered into a Producer
Employment Agreement with Miles & Finch, which, among
other things, set the rates of compensation, provided that
"changes in the time of payments, rate and terms of
compensation may be made from time to time by mutual
agreement", and included restrictions on the disclosure
of confidential information, the solicitation of "any
Customer that [Ms. Leeman] was wholly or partially
responsible for managing, supervising, or servicing ... at
the time of [her] termination", and hiring or soliciting
to hire "any other producers of Miles & Finch".
Under the Agreement, if a client purchased insurance from Ms.
Leeman, she received a portion of Miles & Finch's
commission (or "revenue") - generally 35 percent on
business she handled alone. Ms. Leeman co-managed accounts
with another Miles & Finch producer, Brett Cain, and
worked out an arrangement whereby she and Cain each received
25 percent of the revenue on their shared accounts (a 50
percent shared commission).
purchased a portion of Miles & Finch's assets in
early 2007, and continued the employment of several of Miles
& Finch's producers, including Ms. Leeman. The
producers'job responsibilities and compensation structure
remained the same, and Ms. Leeman and Mr. Cain were allowed
to continue their split account arrangement.
2012, Regions began to make changes to the terms of
compensation, reducing the rate of compensation on new
co-managed property and casualty accounts from 25 percent to
17.5 percent. In 2014, it changed the compensation rate on
accounts reassigned from departing producers from 35 percent
to 20 percent, and reassigned all small accounts (accounts
generating $1, 500 or less in annual revenue) to its Small
Accounts/RIG Select Unit.
January 2015, Regions: (1) announced that it was going to
reduce the rate of compensation on pre-existing co-managed
accounts from 25 percent to 17.5 percent; (2) asked its
producers to sign an "Amendment to Agreement"
modifying the compensation and benefits provisions of the
2006 Producer Employment Agreement, effective January 1, 2015
[Doc. No. 26-2]; and (3) notified the producers that anyone
who didn't sign the Amendment by March 31, 2015 would be
terminated. The Amendment deleted paragraph 1 and Exhibit A
(the Producer Compensation schedule) of the 2006 Producer
Employment Agreement, and replaced it with a new
"Compensation, Benefits and Expenses" provision
that set the rates of compensation for all new, renewal, and
assigned business beginning January 1, 2015, and provided
that: "All commissions and fees are subject to
adjustments for...commission sharing arrangements when other
insurance producers or licensed insurance associates assist
the Producer in obtaining new, renewal and/or assigned
business..." (Amendment ¶ 1 (a)(i) and (ii)).
producers complained, Regions "reversed" the rate
change for preexisting co-managed accounts, and retroactively
credited any lost compensation to the producers'
accounts, including Ms. Leeman's. When Ms. Leeman and
another producer, Chris Williamson, refused to sign the
Amendment, Regions terminated their employment.
Leeman brought suit against Regions, alleging, among other
(1) The confidentiality and "restrictions after
termination" provisions in her 2006 Producer Employment
Agreement (¶¶ 4 and 5) are overly broad and
unenforceable and seeks declaratory relief to that effect
(Count 1); and
(2) Regions breached the Employment Agreement by:
(a) unilaterally changing the rates of compensation on
co-managed accounts in June 2012 and January 2015,
(b) unilaterally changing the compensation rate on accounts
reassigned from departing producers, and
(c) reassigning small accounts (accounts generating $1, 500
or less in annual revenue) to Region's Small Business
Unit in July 2014. (Count 2). [Doc. No. 26].
Standard of Review
judgment is appropriate when the record demonstrates that
there are no genuine issues of material fact and that the
movant is entitled to judgment as a matter of law.
Fed.R.Civ.P. 56(c); Celotex Corp. v. Catrett, 477
U.S. 317, 322 (1986); Protective Life Ins. Co. v.
Hansen, 632 F.3d 388, 392 (7th Cir. 2011). The court
construes the evidence, and all inferences that reasonably
can be drawn from the evidence, in the light most favorable
to the non-moving party. Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 255 (1986). The moving party bears the
burden of informing the court of the basis for its motion and
identifying the parts of the record that demonstrate the
absence of any genuine issue of material fact. Celotex
Corp. v. Catrett, 477 U.S. at 323. It can meet that
burden by showing that there's no evidence to support the
non-moving party's case. Id. at 325. Once the
moving party has met its burden, the opposing party can't
rest upon the allegations in the pleadings, but must
"point to evidence that can be put in an admissible form
at trial, and that, if believed by the fact-finder, could
support judgment in his favor." Marrv. Bank of
America. N.A.. 662 F.3d 963, 966 (7th Cir. 2011);
see also Hastings Mut. Ins. Co. v. LaFollette. No.
1:07-cv-1085, 2009 WL 348769, at *2 (S.D. Ind. Feb. 6,
2009)("It is not the duty of the court to scour the
record in search of evidence to defeat a motion for summary
judgment; rather, the nonmoving party bears the
responsibility of identifying the evidence upon which he
relies."); Hammel v. Eau Galle Cheese Factory,