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Bowers v. Anthem, Inc.

United States District Court, S.D. Indiana, Indianapolis Division

November 13, 2019

LEE BOWERS, Plaintiff,
ANTHEM, INC., Defendant.



         This matter is before the Court on Defendant Anthem, Inc.'s (“Anthem”) Renewed Partial Motion to Dismiss Count II of Plaintiff's Amended Complaint for Failure to State a Claim and to Dismiss Claim for Punitive Damages pursuant to Federal Rule of Civil Procedure 12(b)(6). (Filing No. 37.) On May 20, 2019, Plaintiff Lee Bowers (“Bowers”) filed an Amended Complaint for Damages and Demand for Trial by Jury, alleging Anthem breached both his contract and the implied duty of good faith and fair dealing when failed to pay him severance benefits under the terms of the Key Sales Associate Agreement. (Filing No. 31.) Bowers seeks both compensatory and punitive damages. Id. Anthem moves to dismiss Count II of the Amended Complaint, Breach of the Implied Duty of Good Faith and Fair Dealing, and Bowers' claim for punitive damages. For the reasons stated below, Anthem's Partial Motion to Dismiss is granted.

         I. BACKGROUND

         The following facts are not necessarily objectively true, but as required when reviewing a motion to dismiss, the Court accepts as true all factual allegations in the Amended Complaint and draws all inferences in favor of Bowers as the non-movant. See Bielanski v. County of Kane, 550 F.3d 632, 633 (7th Cir. 2008).

         Bowers was hired on May 10, 1999 by UniCare, an Anthem subsidiary, to sell medical insurance and ancillary services to UniCare customers. (Filing No. 31 at 2.) During his last two years of employment with UniCare, he sold only ancillary products. Id. From 1999 through 2015, all of Bowers' supervisors gave him favorable reviews and he was considered a top salesperson. Id. at 3. In 2012, as UniCare was being phased out, Bowers' superiors at UniCare recommended him for an open position with Anthem Blue Cross Blue Shield of Missouri selling ancillary products. Id. Bowers moved to Missouri and began his employment as a Specialty Sales Executive with Anthem Blue Cross Blue Shield of Missouri in July 2012. Id.

         Specialty products, which are also called ancillary products, are sold by a dedicated Anthem sales force to customers who have already purchased its group medical insurance. Id. Specialty products include dental insurance, vision insurance, life insurance, disability insurance, and accidental death and dismemberment insurance. Id. Bowers sold these products to Anthem's existing group medical insurance customers in Missouri. Id.

         For the first two years in Missouri, Bowers did well, receiving an above-average performance rating from his manager Andrew Cassis. Id. However, in September of 2014, Stuart Watts (“Watts”) became his supervisor and within a few months lowered Bowers' overall rating to “Mixed Results.” Id. Watts continued to give Bowers “Mixed Results” ratings in 2015. Id. Watts was critical of Bowers from the beginning, calling him “old school” and declining to engage with Bowers to help him produce sales. Id.

         Throughout this period, Bowers continued to perform at an average to above average level when compared to the sales performance of his peers across the country. Id. Despite his performance, Watts continued to allege that Bowers was not meeting the goals set for him by Anthem. Id. at 4. The goals set for Bowers were unreasonably high and much higher than the goals set for his peers in comparable markets. Id.

         Watts placed Bowers on a Performance Improvement Plan (“PIP”) in 2015. Id. Bowers successfully completed the PIP. Id. In September 2016, Watts placed Bowers on a second PIP. Id. At the end of this second PIP, Watts issued a Corrective Action to Bowers in the form of a written warning, effective for 30 days and expiring on January 31, 2017. (Filing No. 1-2.) During the 30-day Corrective Action period, Watts was transferred to a different position and replaced by Jole Burghy (“Burghy”). (Filing No. 31 at 4.) Burghy and other Anthem executives had nothing but good things to say about Bowers during and after the Corrective Action period. Id.

         On January 6, 2017, Burghy extended an invitation to Bowers to come to the by-invitation-only Breckinridge broker event and offered him the opportunity to invite a broker. Id. On January 9, 2017, Bowers was asked to write an article on specialty products as a subject matter expert for Healthlink's Expert Insights series. Id. On February 6, 2017, Burghy met with Bowers to discuss his plans for the year. Id. She told him she planned to support him going forward and responded positively to his report of numerous prospects and opportunities in his pipeline including a large school consortium RFP that was pending and Platinum Broker Bonus agreement he was negotiating. Id. at 4-5. Anthem issued an invitation to Bowers to attend the National Sales Conference in mid-March in Las Vegas, Nevada. Id. at 5. At a meeting on February 15, 2017, Burghy congratulated Bowers in front of all the sales representatives and account managers on the Missouri team for a large sale which he had just finalized. Id. at 6.

         Following the expiration of the Corrective Action, neither Burghy nor her boss Vice President Brad Coons (“Coons”) or any other Anthem manager indicated in writing, by word or by action that Bowers' performance did not meet the expectation of his position. Id. at 5. Burghy, both verbally and by implication from her actions, believed that at the end of the Corrective Action period, Bowers was meeting the performance expectations of his position. Id. By all objective measures, Bowers' performance met the expectations of his position. Id. For example, the company sales reports provided to him in 2015 and 2016 indicated that his performance on numerous measures placed him in the top 30 to 40 percent of Specialty Sales Executives across the country. Id. Despite repeated requests, Anthem managers refused to provide comparable reports for the entire 2016 year to Bowers. Id.

         On February 24, 2017, Anthem terminated Bowers' employment. Id. at 6. At a meeting which had been scheduled as a “Catch-up” meeting, ostensibly for the purpose of discussing the status of deals in his sales pipeline, Coons informed Bowers that the company would be “going in a different direction.” Id. Coons also told Bowers he would not receive any severance payment or benefits. Id.

         On February 22, 2019, Bowers initiated this action and attached to the Complaint a “Key Sales Associate Agreement” (the “Agreement”) signed by Marc W. Nathan, “Vice President, Total Rewards” at Wellpoint, Inc. (Filing No. 1-1.) Bowers and Anthem entered into the Agreement in July 2012. (Filing No. 31 at 2.) The Agreement distinguishes between termination For Performance, For Cause, or for some other reason. (Filing No. 1-1 at 1.) Termination For Performance “means the Sales Associate has failed to meet the performance expectations of the position after having been warned regarding the unsatisfactory performance by a prior written 30 days.” Id. at 2. Importantly, the Agreement ensures severance benefits for someone who is fired for a reason other than performance or cause:

If the Sales Associate's employment is terminated by the Company, other than For Performance or For Cause, Company agrees to provide the following enhanced severance benefit, as described below, in lieu of any severance benefit under the Company's Severance Pay Plan or any other severance pay program or arrangement, unless the Sales Associate has a prior ...

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