Williams v. Brown-Forman Corp.

640 S.W.3d 73

Cynthia WILLIAMS, Appellant

v.BROWN-FORMAN CORPORATION, Appellee

NO. 2020-CA-0470-MR

Court of Appeals of Kentucky.

SEPTEMBER 3, 2021; 10:00 A.M. Discretionary Review Denied by Supreme Court March 16, 2022

BRIEFS FOR APPELLANT: John S. Friend, Robert W. Bishop, Louisville, Kentucky.

BRIEF FOR APPELLEE: Rebecca A. Weis, Charles J. Cronan IV, Marjorie A. Farris, Bethany A. Breetz, Louisville, Kentucky.

BEFORE: ACREE, CALDWELL, AND LAMBERT, JUDGES.

OPINION

ACREE, JUDGE:

Cynthia Williams appeals the Jefferson Circuit Court's March 5, 2020 opinion and order dismissing her age-discrimination and retaliation claims against Brown-Forman Corporation. Finding no error, we affirm.

BACKGROUND

This case is before the Court for a second time. See Williams v. Brown-Forman Corporation , No. 2017-CA-002043-MR, 2019 WL 1313411 (Ky. App. Mar. 22, 2019) (" Williams I "). Our previous opinion includes a full background of this case; here, we present a factual and procedural synopsis as necessary.

Williams began working for Brown-Forman in 1997 and received many awards from the company. In 2013, she became Group Manager of Shopper Insights, and in February 2015, Cheryl Small became Williams's supervisor.

The parties agree that the relationship between Williams and Small was strained. They also agree that other members of the Shopper Insights team complained about Small's management style. Upper management deemed it appropriate to appoint someone outside its North American Region Group to investigate Small's behavior. This assignment fell to Diane Nguyen. After several months of investigation and employee interviews, Nguyen completed her investigation. She concluded no illegal conduct occurred. However, Nguyen was critical of Small's management and leadership style, noting that it was often "competitive," "disruptive," and "disrespectful."

Before Nguyen's investigation was complete, Small placed Williams on a Performance Improvement Plan ("PIP"). The PIP identified areas for improvement. As more fully described in Williams I , Williams failed to meet periodic goals. Williams claims Small constantly "moved the goal post" and undermined her ability to succeed. Nevertheless, citing failures to meet objectives, Small and Geoff Cronan, Brown-Forman's Director of Sales and Marketing Integration and Execution, made the decision to fire Williams. The termination was effective January 25, 2016. Williams was 50 years and 3 months old.

A year later, Williams filed an age-discrimination and retaliation lawsuit against Brown-Forman under the Kentucky Civil Rights Act, KRS ¹ 344.010, et seq. ("KCRA").

After more than a year of discovery, Williams presented no evidence to contradict the sworn statements of Small and Cronan that they were not aware of Williams's age or of her claims of age discrimination when they decided to terminate her. Fourteen months after Williams filed her complaint, the trial court dismissed Williams's case because she failed to present evidence:

either that she was subjected to substantially disparate treatment from similarly situated younger employees, or that she had been replaced by a substantially younger employee. With respect to the retaliation claim, the trial court found that Williams failed to present evidence showing that either Small or Cronan were aware of Williams's complaints of age discrimination at the time they fired her. Based on these conclusions, the trial court dismissed the complaint.

Williams I , 2019 WL 1313411, at *3.

However, no one was hired to replace Williams until after Brown-Forman's motions for judgment were filed. Id. at *7. In July 2017, eighteen months after Williams was terminated, Brown-Forman hired Lori Oles, age 45 years and 8 days.

In Williams I , this Court found no impropriety in Brown-Forman's delay in hiring Williams's replacement, but we said the timing affected Williams's theory of her case and justified allowing her more time for discovery. Specifically, this Court decided that "Williams alleged sufficient facts to warrant additional discovery on whether the age difference between her and [her replacement] was substantial.... For similar reasons, we conclude[d] that the trial court granted summary judgment prematurely on Williams's retaliation claim." Id. We remanded the case for further discovery.² Id. at *8.

Back in the trial court, Brown-Forman's document production indicated to Williams that Small continued a pattern of discriminatory, harassing conduct toward older employees, including Oles. Despite the additional discovery, and upon Brown-Forman's renewed motion, the trial court dismissed Williams's age-discrimination claim because she presented no direct or circumstantial proof she was replaced by someone substantially younger.³ Consequently, she could not establish a prima facie case of age discrimination.

The trial court also granted summary judgment in favor of Brown-Forman on Williams's retaliation claim because Small's and Cronan's affidavits established that neither supervisor was aware of Williams's age-discrimination complaints and Williams "provided the [trial court] with neither direct nor circumstantial evidence" to create a genuine issue regarding that material fact. (Opinion and order, Record ("R.") at 829.)

Williams then brought this appeal to challenge the trial court's second opinion and order that dispensed with all her claims. We discuss further facts and procedure as necessary to the analysis below.

ANALYSIS

A defendant may test a plaintiff's claim in different ways, depending on the nature of the claim itself. In this case, Brown-Forman successfully tested Williams's retaliation claim pursuant to CR ⁴ 56.02, and successfully tested her age-discrimination claim based on McDonnell Douglas Corporation v. Green , 411 U.S. 792, 93 S. Ct. 1817, 36 L. Ed. 2d 668 (1973), as adopted for Kentucky for claims under the KCRA in Harker v. Federal Land Bank of Louisville , 679 S.W.2d 226, 230 (Ky. 1984).⁵ We review the dismissal of those claims in that order.

Dismissal of the retaliation claim was proper.

Brown-Forman presented the trial court with affidavits showing "the nonexistence of an issue of material fact." Steelvest, Inc. v. Scansteel Serv. Ctr., Inc. , 807 S.W.2d 476, 482 (Ky. 1991). Those affidavits stated that neither Small nor Cronan knew when they fired Williams that she had exercised, or was exercising, a civil right by claiming age discrimination. Having failed to present proof contradicting Small's and Cronan's affidavits, Williams's retaliation claim failed as a matter of law. Brooks v. Lexington-Fayette Urban County Housing Authority , 132 S.W.3d 790, 803 (Ky. 2004) (second element of retaliation claim is knowledge of employee's exercise of a civil right).

Small's and Cronan's sworn affidavits that they were unaware of any age-discrimination claim shifted to Williams the burden of producing "at least some affirmative evidence showing that there is a genuine issue of material fact for trial" of the retaliation claim. Steelvest , 807 S.W.2d at 482. The trial court found that, despite having substantial time for discovery, Williams failed to carry that burden of production and, so, granted summary judgment for Brown-Forman.

Although "[a] trial court is not required to make findings of fact and conclusions of law when sustaining a motion for summary judgment[,]" Toyota Motor Mfg., U.S.A., Inc. v. Epperson , 945 S.W.2d 413, 414 n.1 (Ky. 1996), the judgment in this case includes findings and conclusions. The trial court began by stating Brown-Forman's contention that Williams "failed to produce evidence controverting Small[’s] and Cronan's affidavits denying any knowledge of her protected activity." (R. at 827.) The trial court assessed whether Brown-Forman's contention was correct by describing Williams's efforts to controvert the affidavits.

Williams claimed "her documented meetings" with Brown-Forman's Senior Vice President and Executive Vice President of Human Resources constituted sufficient controverting proof. (R. at 827.) The trial court concluded that, although these discussions with corporate executives "likely ... show she complained of conduct she reasonably believed to be wrongful[,] ... she provided the [c]ourt with neither direct nor circumstantial evidence that the decision makers behind her termination [Small and Cronan] knew" Williams had complained at all, much less specifically about age discrimination. (R. at 829.)

The trial court also considered Williams's speculation that while these executives were "coaching Small" and discussing a "Talking Points" document to address Small's subordinates’ criticisms of her performance, Small could have "connect[ed] the criticism detailed in that document to Williams." (Id. at 827-28.) The problem with that argument, as noted by the trial court, is that the "Talking Points" document made no reference to age discrimination and only "concerned Small's competitive rather than cooperative style, her lack of clear direction, and her penchant for making discrediting comments." (Id. at 829.) As the trial court also noted, "Even if Small or Cronan could connect these complaints to Williams," nothing about the complaints, or the "Talking Points" document that was created to address those complaints, supports the inference that Small or Cronan knew "Williams also complained of age discrimination." (Id. ) Accordingly, the trial court granted summary judgment in favor of Brown-Forman on Williams's retaliation claim.

On appeal, Williams directs this Court to nothing that successfully assails the trial court's ruling. Her first argument is that, in Williams I , this Court "recognized that there was circumstantial evidence indicating that Ms. Small may not have been telling the truth." (Appellant's brief, p. 19.) It is true that this Court generously acknowledged circumstances justifying further discovery to test the credibility of Small's and Cronan's sworn affidavits. Williams I , 2019 WL 1313411, at *7. We...