FILED

NOT FOR PUBLICATION

MAR 2 2021

UNITED STATES COURT OF APPEALS MOLLY C. DWYER, CLERK

U.S. COURT OF APPEALS

FOR THE NINTH CIRCUIT

ROBIN BERMAN; et al., No. 19-17339

Plaintiffs-Appellees, D.C. No. 4:17-cv-01864-HSG

v.

MEMORANDUM*

MICROCHIP TECHNOLOGY

INCORPORATED, A Corporation; et al.,

Defendants-Appellants.

Appeal from the United States District Court for the Northern District of California Haywood S. Gilliam, Jr., District Judge, Presiding

Argued and Submitted December 9, 2020 San Francisco, California

Before: W. FLETCHER and IKUTA, Circuit Judges, and SCHREIER,** District Judge.

Microchip Technology, Inc., Atmel Corporation, and Atmel’s U.S.

Severance Guarantee Benefit Program (Atmel Plan) appeal from the district court’s

* This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3. ** The Honorable Karen E. Schreier, United States District Judge for the District of South Dakota, sitting by designation. judgment for Plaintiffs-Appellees. We have jurisdiction under 28 U.S.C. § 1291,

and we affirm in part, reverse in part, and remand for further proceedings.

The district court erred in granting plaintiffs’ motion for summary judgment

on their claim for severance benefits under 29 U.S.C. § 1132(a)(1)(B), because the

relevant language in the Atmel Plan is ambiguous. Specifically, the phrase “that

will result” is ambiguous because it does not “exclud[e] all alternative readings as

unreasonable,” McDaniel v. Chevron Corp., 203 F.3d 1099, 1110 (9th Cir. 2000),

and the ambiguity is not eliminated by reading the phrase in the context of the plan

as a whole. As the district court stated in its order resolving the defendants’

motion to dismiss, “reasonable parties could disagree as to whether the [Atmel]

Plan required the Initial Triggering Event and the Change of Control to involve the

same merger partner.” Because the language of the Atmel Plan is ambiguous, the

district court abused its discretion in denying defendants’ motion for discovery

under Rule 56(d) of the Federal Rules of Civil Procedure. See Jacobson v. United

States Dep’t of Homeland Sec., 882 F.3d 878, 883–84 (9th Cir. 2018).

The district court did not err in denying defendants’ motion to dismiss

plaintiffs’ claim for equitable estoppel under 29 U.S.C. § 1132(a)(3), because

plaintiffs sufficiently pleaded that they detrimentally relied on an oral, material

misrepresentation interpreting the Atmel Plan. See Spink v. Lockheed Corp., 125

2 F.3d 1257, 1262 (9th Cir. 1997). The district court erred in denying the

defendants’ motion to dismiss (1) the claim for removal of the Plan Administrator

under 29 U.S.C. § 1110 because plaintiffs concede this point, and (2) the claim for

injunctive relief because plaintiffs failed to plead “irreparable injury,” Ctr. for

Biological Diversity v. Mattis, 868 F.3d 803, 827 (9th Cir. 2017).

The parties shall bear their own costs on appeal.

AFFIRMED in part, REVERSED in part, and REMANDED.

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