Benjamin Nevill E.H. Bruist J.W. Books T.D. Imgrund J.A. Pryor G.M. Webster v. Shell Oil Company

Appellants, six former employees of ap-pellee Shell Oil Company (“Shell”), filed an action against Shell alleging violations of the Employee Retirement Income Security Act (“ERISA”) and raising several state law claims based on Shell’s having denied them severance benefits after a corporate move. The district court held that ERISA applied, that ERISA preempted the state law claims, and that, under ERISA, the denial of severance benefits to appellants was not arbitrary and capricious. We affirm.

BACKGROUND

In January 1979, Shell’s Western Exploration and Production Region maintained offices in Denver, Colorado; Midland, Texas; Ventura, California; and Traverse City, Michigan. In March 1979, Shell announced that these offices would be closed and their staffs transferred to Houston, Texas. The employees at all four offices were told of the planned relocation in a memorandum dated March 22, 1979. An attachment to the memorandum indicated that certain qualified employees who chose not to move to Houston would receive a “Special Separation Allowance.” The attachment stated:

Shell operates a Special Staff Redundancy Program (“SSRP”), which allows Shell management to offer severance…