Full opinion text
ORDER ON MOTION FOR SUMMARY JUDGMENT JOHN A. WOODCOCK, JR., Chief Judge. In an action by a former employee against his former employer and its representatives asserting causes of action under 42 U.S.C. § 1983, slander, intentional and fraudulent misrepresentation, breach of contract, breach of good faith and fair dealing, and promissory estoppel, and requesting punitive damages, the Defendants move for summary judgment. The Court concludes: 1) the § 1983 claims must be dismissed because, under Illinois law, the Plaintiff was an at-will employee and lacked a property interest in continued employment; 2) the slander claims must be dismissed because they are based on speculation and character evidence and because they fail to link the Defendants to the allegedly slanderous material; 3) the breach of contract, breach of good faith and fair dealing, and promissory estoppel claims must be dismissed because the employment contract made clear that the Plaintiff was an at-will employee and the employer’s policies did not alter the contract; 4) the negligent and fraudulent misrepresentation claims survive to the extent they seek to recover for economic loss; and, 5) the punitive damages count survives. I. STATEMENT OF FACTS A. General Overview On July 2, 2009, Alan D. Knowlton filed suit in Superior Court, Penobscot County, state of Maine, against a number of state of Maine Defendants. Notice of Removal (Docket # 1) Attach. 1 at 1. The case was removed to this Court on July 28, 2009. Notice of Removal. Mr. Knowlton later amended his complaint to include two additional state of Maine Defendants; Bankers Life and Casualty Co. (Bankers Life); James Valdez, Vice President and Associate General Counsel of Bankers Life; Michael Buckley, Vice President of Bankers Life; and Bruce Jordan, Regional Director of Bankers Life. First. Am. Compl. at 1-2 (Docket # 11) (Am. Compl). The Amended Complaint claims multiple violations of 42 U.S.C. § 1988 including Deprivation of a Property Interest without Due Process of Law (Counts I through V) and Unconstitutional Impairment of Contractual Obligations (Counts VI through X); Conspiracy to Violate Civil Rights under 42 U.S.C. § 1985(2) (Count XI); Negligent Misrepresentation (Counts XII, XIII, XVI and XIX); Fraudulent and Intentional Misrepresentation (Counts XIV, XVII and XX); Slander (Counts XV and XVIII); Breach of Contract (Count XXI); Breach of Implied Covenant of Good Faith and Fair Dealing (Count XXII); and Promissory Estoppel/Detrimental Reliance (Count XXIII). Am. Compl. 1. Mr. Knowlton’s Complaint Bankers Life hired Alan D. Knowlton in New Hampshire as a sales agent in November 1980 and in May 1985, it transferred him to Bangor, Maine as the branch sales manager. Mr. Knowlton says he was successful in Bangor. The number of sales agents grew and the office became among the top fifty Bankers Life offices in the Country. Mr. Knowlton’s immediate supervisor at Bankers Life was Leroy Kunselman, a Vice President. Mr. Kunselman told Mr. Knowlton it was Bankers Life’s policy and practice to continue all branch sales managers in their positions unless they failed to perform or engaged in prohibited activity, an assertion Mr. Knowlton took as a promise. Accordingly, Mr. Knowlton worked hard with the expectation he would retire from Bankers Life upon his 56th birthday. All went well until 2000, when the state of Maine began a “Market Conduct” investigation into Bankers Life’s sales practices in Maine, focusing particularly on the South Portland branch office. When Deputy Superintendent of Insurance Judith Shaw expanded the investigation to the Bankers Life Bangor branch office, the only sales practice mistake she found was the office had mistakenly distributed literature describing Bankers Life as having an A.M. Best “A” rating when in fact it had a “B + ” rating. Bankers Life hired an attorney to represent Mr. Knowlton on the complaint that he had distributed inaccurate literature, and on March 28, 2005, Mr. Knowlton and the state of Maine entered into a Consent Agreement in which Mr. Knowlton agreed to pay a fine of $750 in return for the state’s agreement to take no further action against him. Mr. Knowlton thought his problems with the state of Maine were over. He was wrong. At the same time the state was negotiating with Mr. Knowlton regarding violations in the Bangor branch office, it was also negotiating with Bankers Life to resolve the systemic violations that had taken place in the South Portland branch office. The state was concerned that the South Portland office had inappropriately focused its sales on elderly Mainers. The state proposed to Bankers Life that it conduct an audit of both its South Portland and Bangor offices. Concerned that the audit would reveal the serious depth of the South Portland transgressions, Bankers Life proposed an alternative to the state: it would fire the South Portland and Bangor branch managers. Despite the state’s March 28, 2005 Consent Agreement with Mr. Knowlton, the state and Bankers Life entered into a Consent Agreement on April 11, 2005 in which Bankers Life agreed to remove Mr. Knowlton from his position as the branch sales manager in the Bangor office. Bankers Life lived up to its Consent Agreement with the state of Maine. On April 14, 2005, three of Mr. Knowlton’s Bankers Life superiors, James Valdez, Michael Buckley, and Bruce Jordan, told him the state of Maine had concluded that South Portland and Bangor offices could not handle the offices’ improper sales practices problems and, despite the fact Bankers Life did not want to remove him, the state had insisted on his removal as the branch sales manager for the Bangor office. All three men assured Mr. Knowlton that Bankers Life had fought with the Maine Bureau of Insurance to preserve his job but that the state had insisted upon his removal. This, according to Mr. Knowlton, was a lie. They all knew full well that it had been Bankers Life, not the state of Maine, which had proposed Mr. Knowlton’s termination. From then on, the Bankers Life supervisors continued to deceive Mr. Knowlton. Reassuring him they knew he was not at fault, they told him he could work for Bankers Life in a new position in the commonwealth of Massachusetts as branch manager for the North Shore sales office; however, they said he would have to start out as a unit sales manager: in effect, a salesman. They promised the salesman position would be temporary, and as soon as the North Shore branch was up and running, Mr. Knowlton would become its branch sales manager. Personal lines insurance sales begin with personal relationships. By transferring Mr. Knowlton from Bangor, where he had spent the last two decades, to north of Boston, where he knew no one, Bankers Life set up Mr. Knowlton for failure. This is exactly what happened. Mr. Knowlton could not succeed as an insurance salesman in Massachusetts and repeatedly requested that he be allowed to assume the promised position of North Shore branch manager. The supervisors at Bankers Life, however, lied to him again and told him that the Consent Agreement with the state of Maine prohibited him from becoming a branch manager anywhere. Bankers Life then engaged in a series of actions to force him to resign. It promised him a salary and then unilaterally cut him off, reinstated it upon his complaint, but then cut it off again. Ultimately Bankers Life was successful in its campaign to force Mr. Knowlton out of the company. After he left, Bankers Life lied about Mr. Knowlton, disparaging his honesty and competence and falsely asserting that he had been forced out of the Bangor branch manager position by the state of Maine. 2. The Bankers Life View Bankers Life tells a different story. Contrary to Mr. Knowlton’s claim of superior performance as the Bangor branch office manager, Bankers Life says that from January 1, 2002 to April 11, 2005, the state of Maine Bureau of Insurance received 70 formal complaints alleging violations of the Maine Insurance Code by agents appointed by Bankers Life, including agents recruited, trained and supervised by Mr. Knowlton in the Bangor branch office. Bankers Life points to the Bureau of Insurance’s conclusion that “neither the South Portland nor Bangor branch can be operated in full compliance with Maine law and this Consent Agreement as those branches are currently operated” and that it was incumbent upon Bankers Life to “take serious measures to create a new culture dedicated to the development and maintenance of a strong compliance philosophy.” The Bankers Life Defs.’ Statement of Material Facts in Support of Their Mot. for Summ. J. ¶ 17 (Docket # 60) (DSMF). Bankers Life also disputes Mr. Knowlton’s contention that it proposed his removal to avoid an audit. Instead, Bankers Life says the state of Maine insisted upon his removal and rejected Bankers Life’s suggestion that he be retained and retrained. In effect, Bankers Life says it capitulated to the state’s demand that it relieve Mr. Knowlton of the managerial duties in Bangor. Despite its reluctant acquiescence to the state’s non-negotiable demands, Bankers Life insists that it sought to treat Mr. Knowlton fairly. It placed him on a paid leave of absence and made him a variety of job offers. After he accepted the North Shore position, it took the unusual step of paying him $9,000 a month in temporary financial support through July 2006. Over time, however, it became clear to Bankers Life that Mr. Knowlton was a failure as a sales agent in Massachusetts; he hired very few new agents and sold almost no policies. Observing that Mr. Knowlton refused to move from Maine to Massachusetts, Bankers Life suspected his heart was not in his job. Finally, in August 2006, Bankers Life told Mr. Knowlton he could continue to work there only if he agreed to relocate to Massachusetts and conform to certain performance standards. When Mr. Knowlton refused, Bankers Life terminated him effective March 16, 2007. 3. The Order on the Bankers Life Motion to Dismiss On December 14, 2009, the Bankers Life Defendants moved to dismiss. Defs. Bankers Life and Casualty Co., Michael Buckley, Bruce Jordan, and James Valdez’s Mot. to Dismiss Under Rule 12(b)(6) (Docket # 23) (Bankers Life Defs. ’ Mot. to Dismiss). On April 27, 2010, the Court granted this motion in part, denied it in part, and dismissed certain counts. Order on Mots, to Dismiss, 708 F.Supp.2d 69 (D.Me.2010) (Docket # 46). In ruling on the motion to dismiss, the Court deferred action on claims that relied upon the terms of the employment agreement between Mr. Knowlton and Bankers Life because the employment contract was not properly before the Court. Id. at 74-76. B. The Motion for Summary Judgment On October 29, 2010, the Bankers Life Defendants moved for summary judgment on the remaining claims. The Bankers’ Life Defs.’ Mot. for Summ. J. (Docket #59) (Defs.’ Mot.). Mr. Knowlton responded on November 18, 2010. Pl.’s Resp. to Bankers’ Life Defs.’ Mot. for Summ. J. (Docket #61) (Pl.’s Resp.). On December 9, 2010, the Bankers Life Defendants replied. The Bankers Life Defs. ’ Reply (Docket # 66) (Defs. ’ Reply). C. The Legal Positions 1. Bankers Life Bankers Life bases its motion for summary judgment on a number of theories. First, taking the next step from the Order on the Defendants’ motions to dismiss, Bankers Life asserts that Mr. Knowlton has no evidence that either Mr. Valdez or Mr. Buckley slandered him within the applicable statute of limitations period: after July 2, 2007. Second, Bankers Life says that Mr. Knowlton’s contract claims cannot proceed because the written contract provides unequivocally that Bankers Life could terminate his employment at will and without cause. Further, it says that the contractual provision addressing policies and procedures is one-sided, obligating Mr. Knowlton to comply with Bankers Life policies and procedures, not obligating Bankers Life to comply with its own policies and procedures, and in any event, the contract itself takes precedence over any other Bankers Life documents or the oral representations of a Bankers Life supervisor. Bankers Life cites Maine case law as supporting its contention that an employment contract without term is terminable at will. Bankers Life then disputes the sufficiency of each of the remaining theories upon which Mr. Knowlton is attempting to proceed. 2. Alan Knowlton’s Response Mr. Knowlton first posits a choice of law issue: he says that the contract must be interpreted under Illinois state law and that the tort claims fall under Maine state law. He then claims that Bankers Life’s motion must fail because it has not yet presented a complete employment contract for the Court’s review. Next he contends that Illinois law creates a rebuttable presumption that an employment contract is at will and he argues that in this case, the facts generate a factual question as to whether he has successfully rebutted the Illinois presumption. In addition, he says that Illinois law recognizes the contractual obligation of good faith and fair dealing in employment contracts. Mr. Knowlton says he avoids the statute of limitations on the slander claim because the Consent Agreement is still being published • and Bankers Life employees are still reiterating allegations of his supposed incompetency. D. The Dispute 1. A Fractured Set of Facts As a result of multiple requests to strike, objections, and qualified responses, the parties have presented a fractured evidentiary basis for the Court’s consideration. Out of Bankers Life’s fifty eight supposedly undisputed material facts, Mr. Knowlton admitted only six without qualification, objection, or requests to strike. Resp. to Defs.’ Statement of Material Facts (Docket # 62) (PRDSMF). The admitted facts include only the most incontestable assertions, such as that Mr. Knowlton is a former employee of Bankers Life and that in his amended complaint, he asserted claims for slander per se against defendants Buckley and Valdez. DSMF ¶¶ 1, 48; PRDSMF ¶¶ 1, 48. Otherwise, everything is qualified, objected to, or denied. Not to be outdone, out of Mr. Knowlton’s seventy-two additional supposedly undisputed material facts, Bankers Life admitted ten; again only the most unarguable, such as that Bankers Life hired Mr. Knowlton in November 1980, and vigorously contested all the rest. PI. ’s Statement of Additional Material Facts ¶ 59 (Docket #62) (PSAMF); Resp. to Pl.’s Statement of Additional Material Facts ¶ 59 (Docket #67) (DRPSAMF). Based on the narrow set of the admitted facts, the motion for summary judgment cannot proceed to the merits and on that basis, the Court would summarily deny Bankers Life’s dispositive motion. 2. Requests to Strike and Objections Obscured by the quibbling is the substantive significance of the legal issues. To reach the merits, the Court is required to cut through the thicket of the parties’ motions to strike and objections to determine whether, after resolving them, what remains truly generates a triable issue. 3. The Defendant’s Statement of Material Facts and the Plaintiffs Qualified Responses, Objections and Requests to Strike a.DSMF Paragraphs 2 Through 4: Objections Mr. Knowlton’s first set of objections— based on relevance — is to Bankers Life statement of material facts paragraphs 2 through 4. PRDSMF ¶¶ 2-4. These paragraphs relate to the filing and ultimate disposition of Mr. Knowlton’s original lawsuit against the Maine Attorney General and the Maine Superintendent of Insurance. The Court sustains the relevancy objection since the earlier lawsuit has no bearing on the appropriate disposition of Bankers Life’s dispositive motion on this lawsuit. b.DSMF Paragraphs 5 and 6: Qualified Responses Bankers Life’s statement of material facts paragraph 5 states: On July 2, 2009, Knowlton filed a second lawsuit against state actors Judith Shaw, Andrew Black and Glenn Griswold, in their individual capacities. DSMF ¶ 5. Mr. Knowlton interposed a qualified objection, noting in essence that his second lawsuit was based on “Justice Silver’s comments during oral arguments in the contract action against the State.” PRDSMF ¶ 5. This is a frivolous qualification to Bankers Life’s statement of material facts since the paragraph only asked Mr. Knowlton to admit he filed the lawsuit, not why he filed it. The Court refuses to accept the qualified response to Bankers Life’s statement of material facts paragraph 5 and deems the fact admitted. Bankers Life’s statement of material facts paragraph 6 states: He later amended the complaint to join Bankers Life and its employees, Michael Buckley, Bruce Jordan, and James Valdez. DSMF ¶ 6. Mr. Knowlton interposed a qualified response, noting that after he “learned that Bankers had made representations to him [that] were untrue, he brought an action against them ... [and that the] action is premised on the facts of the ease, the terms of the contract, the policies, procedures, and practices of Bankers Life and his understanding of his rights under Maine and Illinois law.” PRDSMF ¶ 6. The Court refuses to accept Mr. Knowlton’s qualified response to Bankers Life’s paragraph 6. This paragraph only asserted that Mr. Knowlton amended his complaint to include Bankers Life and three employees. Again, it did not ask why he did so. Mr. Knowlton should have admitted the assertion without qualification since it is undeniable he amended his complaint to add Bankers Life. The Court deems Bankers Life statement of material facts paragraph 6 admitted. c.DSMF Paragraph 9: Request to Strike Bankers Life statement of material facts paragraph 9 states: This contract contains provisions that are substantially the same as those in the 1995 Contract. DSMF ¶ 9. Mr. Knowlton asks the Court to strike this paragraph because it is “vague and ambiguous.” PRDSMF ¶ 9. First, he says he does not know which contract the paragraph is referring to. Id. For purposes of this Order, the Court notes that paragraph 9 follows paragraphs 7 and 8, which refer to the two contracts Mr. Knowlton himself signed in January 1995 and January 2006, and therefore paragraph 9 must refer to the similarity of the January 2006 contract and the January 1995 contract. Second, Mr. Knowlton says that the contracts speak for themselves and Bankers Life should identify the specific provisions its contents are similar. Id. The Court denies Mr. Knowlton’s request to strike. The assertion is either correct or not and should have been answered. Failing a response, the Court treats Bankers Life’s statement of material facts paragraph 9 as admitted. d.DSMF Paragraph 10: Request to Strike Bankers Life’s statement of material facts paragraph 10 reads: Because Mr. Knowlton has alleged that Bankers Life terminated him in 2005, the Contract governs this lawsuit, though both contracts produce the same result. DSMF ¶ 10 (internal citation omitted). Mr. Knowlton admits the first part of this assertion, namely that the 1995 contract is the relevant agreement, but asks the Court to strike the last phrase as argumentative and a conclusion of law, not a statement of fact. PRDSMF ¶ 10. As the parties agree that the 1995 contract is the operative document, the Court agrees that it is not relevant whether the January 2006 contract would produce the same result and the Court strikes the last phrase in Bankers Life’s statement of material facts paragraph 10. e.DSMF Paragraphs 11, 13, 14: Qualified Responses Bankers Life’s statement of material facts paragraph 11 states: Mr. Knowlton’s Contract provided that “[ejither party may terminate this contract at will, without cause, by giving written notice to the other party.” DSMF ¶ 11. Paragraph 13 states: The Contract further provided that it “supersedes and terminates all previous Contracts, any oral representations or understandings and constitutes the entire Contract between the parties.” DSMF ¶ 13. Paragraph 14 states: Moreover, the Contract further provided that it could only be “changed or modified by written consent signed on behalf of the Company.” DSMF ¶ 14. In each of his responses to these material facts, Mr. Knowlton admits that the contract contains the indicated provision. However, for each, he interposes a qualified response, noting that the Contract contains other provisions as well. The Court strikes Mr. Knowlton’s qualified responses. If Mr. Knowlton wishes to posit different contractual clauses, he should do so in his statement of material facts, not as a qualification to the Bankers Life’s facts, the accuracy of which he admits. The Court treats Mr. Knowlton’s response to Bankers Life’s statement of material facts paragraphs 11, 13, and 14 as admitted without qualification. f.DSMF Paragraph 15: Request to Strike Bankers Life’s statement of material facts paragraph 15 states: Mr. Knowlton has no evidence that the termination provision of the Contract was modified such that the Contract was no longer terminable at will. DSMF ¶ 15. Mr. Knowlton requests that the Court strike this paragraph on the ground that it failed to comply with the Local Rule by omitting a record citation. PRDSMF ¶ 15 (citing D. Me. Loc. R. 56(b), (f)). Mr. Knowlton’s objection poses a puzzle: how a movant, who is attempting to establish the absence of a fact, cites the record to establish that certain evidence does not exist. The assertion of the lack of evidence is often more a legal argument than a statement of fact. Nevertheless, to the extent a movant wishes to establish an absence of evidence — for example an absence of expert testimony in a medical malpractice case — the movant implicitly cites the entire record. In effect, the movant’s assertion of an absence of evidence places the non-movant on notice that the countervailing statement of facts should posit evidence on this issue. The Court denies Mr. Knowlton’s request to strike on that basis. However, the Court grants the motion to strike on a different basis. It is clear from Mr. Knowlton’s statement of material facts that he contends Bankers Life made oral promises to him, and that these formed part of the contract since they are, in his view, “policies, practices, and procedures” of Bankers Life. Whether Mr. Knowlton is legally correct is one thing. However, Bankers Life’s assertion of fact effectively asks Mr. Knowlton to admit what Bankers Life knows he denies, and thus is argumentative. To that extent, the Court grants Mr. Knowlton’s request to strike Bankers Life’s statement of material facts paragraph 15. g. DSMF Paragraphs 16, 17, 19, 20 and 21: Qualified Responses Bankers Life’s statement of material facts paragraph 16 reads: According to the consent agreement, between January 1, 2002, and April 11, 2005, the Bureau received 70 formal complaints alleging violations of the Maine Insurance Code by agents appointed by Bankers Life, including agents recruited, trained and supervised by Mr. Knowlton in the Bangor branch office. DSMF ¶ 16. Bankers Life statement of material facts paragraph 17 reads: Based on these complaints, the Bureau reached the following conclusion: It is the position of the Bureau of Insurance that the substantial number and nature of consumer complaints received by the Bureau related to Bankers Life and its Maine producers, branch and unit managers, represents an unacceptable level of incompetence with respect to the elderly population to which Bankers Life’s products are sold, and a lack of adherence to legal requirements; therefore, neither the South Portland nor Bangor branch can be operated in full compliance with Maine law and this Consent Agreement as those branches are currently operated. As such, it is necessary for Bankers Life to take serious measures to create a new culture dedicated to the development and maintenance of a strong compliance philosophy. DSMF ¶ 17. Bankers Life’s statement of material facts paragraph 19 reads: Among many other provisions, the consent agreement required that “Bankers Life shall relieve the managers of its South Portland and Bangor branch offices of their positions as branch managers.” DSMF ¶ 19. Bankers Life statement of material facts paragraph 20 reads: The consent agreement further provided that “Bankers Life shall suspend the sale of all deferred annuity products in the State of Maine until such time as Bankers Life replaces the current managers of the South Portland and Bangor branches as set forth in paragraph 53 above.” DSMF ¶ 20. Bankers Life statement of material facts paragraph 21 reads: Judith Shaw, the Deputy Superintendent of Insurance, testified in her affidavit that the removal of the branch managers “was predicated on the Bureau’s position” that the two branch offices were not being competently managed and that Bankers Life was required to take “serious measures” to change the culture in those offices. DSMF ¶ 21. Although Mr. Knowlton admitted the content of each of these paragraphs, he interposed a qualified response for each, adding his own facts. PRDSMF ¶¶ 16, 17, 19, 20, 21. The Court treats each of these responses as admitted without qualification. If Mr. Knowlton wished to posit additional evidence, he was free to do so in his additional statement of material facts. h. DSMF Paragraph 18: Request to Strike Bankers Life’s statement of material facts paragraph 18 reads: To address this situation, the Bureau and Bankers Life entered into the consent agreement on April 11, 2005. DSMF ¶ 18. Although Mr. Knowlton admitted that the Bureau and Bankers Life entered into a consent agreement, he requested the Court strike the introductory phrase “[t]o address this situation,” claiming it is “vague and ambiguous.” PRDSMF ¶ 18. He said he “assumes but does not know” that the phrase refers to the substance of the prior paragraph, and he complains that Defendants “offer no record citation concerning why Bankers Life ‘addressed this situation.’ ” Id. The Court denies Mr. Knowlton’s request to strike. It is abundantly clear that Bankers Life’s introductory phrase incorporated the prior material fact. Furthermore, the phrase is neither vague nor ambiguous. While Banker’s Life could have supplied a record for its contention that it entered the consent agreement because of the Bureau’s concern with its South Portland and Bangor branch management, it is a logical inference, which requires no such citation. In any event, Mr. Knowlton effectively denied it. i. DSMF Paragraph 22: Qualified Response Bankers Life’s statement of material facts paragraph 22 reads: Mr. Knowlton was not involved in the discussions between the Bureau and Bankers Life, and therefore has no personal knowledge of what the Bureau required. DSMF ¶22. Mr. Knowlton interposed a qualified response, conceding that he was not present during these discussions but insisting that he had personal knowledge because he sat through the discovery depositions of the participants. PRDSMF ¶ 22. The Court rejects the qualified response and deems paragraph 22 admitted. Even though Mr. Knowlton sat through the depositions of the Bankers Life and Bureau employees who negotiated the consent agreement, he has no personal knowledge of what the Bureau required while the agreement was being negotiated. He knows only what the Bureau and the Bankers Life employees say the Bureau required. j.DSMF Paragraph 23: Request to Strike Bankers Life’s statement of material facts paragraph 23 reads: By contrast, James Valdez represented Bankers Life in the negotiations with the Bureau and does have personal knowledge as to what the Bureau required. DSMF ¶ 23. Mr. Knowlton admitted the substance of this paragraph but requests that the Court strike the first phrase, “[b]y contrast,” stating that the phrase “is argumentative and not properly part of a statement of fact.” PRDSMF ¶ 23. The Court agrees that the phrase “by contrast” is not a fact, and reflects a viewpoint, not a fact. The Court strikes “by contrast.” k.DSMF Paragraphs 24, 25: Qualified Responses Bankers Life statement of material facts paragraph 24 reads: Valdez testified that the Bureau rejected Bankers Life’s proposal to retrain and retain Mr. Knowlton as branch manager in the Bangor office. DSMF ¶ 24. Bankers Life’s statement of material facts paragraph 25 reads: Mr. Valdez testified that Bankers Life initially proposed retaining Mr. Knowlton, but the Bureau made it clear in subsequent meetings that such an arrangement was unacceptable. DSMF ¶ 25. Mr. Knowlton interposed qualified responses, admitting that Mr. Valdez has so testified, but denying that his testimony is either accurate or credible. PRDSMF ¶¶24, 25. He points to the testimony of other witnesses to support his dispute with the accuracy and credibility of Mr. Valdez’s testimony. Id. The Court rejects the qualifications in Mr. Knowlton’s responses. If Mr. Knowlton wished to posit the testimony of other witnesses to generate a triable fact, he was free to do so in his own statement of material facts. The Court deems Bankers Life’s statement of material facts paragraphs 24 and 25 admitted. 1. DSMF Paragraphs 26, 27, 28, 29, 30: Requests to Strike Bankers Life’s statement of material facts paragraph 26 reads: On February 24, 2005, Christopher Roach of the law firm of Pierce Atwood, sent a letter to Judith Shaw on behalf of Bankers Life that summarized the Bureau’s concerns as expressed to Bankers Life and proposed corrective action for each of them. DSMF ¶ 26. Bankers Life’s statement of material facts paragraph 27 reads: One of the Bureau’s concerns was inadequate supervision by the two branch managers, one of whom was Mr. Knowlton: “The Bureau is concerned that some of the problems resulting in complaints stem from inadequate supervision, or lack of requiring adherence to Company policies and procedures, by branch managers.” DSMF ¶ 27. Bankers Life’s statement of material facts paragraph 28 reads: But instead of immediately terminating the branch managers, which Bankers Life could have done, Bankers Life proposed that the branch managers be retained and “placed on probation pending review of their performances and complicity in the conduct that forms the basis for the petitions now pending before the Bureau.” DSMF ¶ 28. Bankers Life’s statement of material facts paragraph 29 reads: During subsequent meetings, the Bureau made it clear to Bankers Life that it was unacceptable for the branch managers to retain their positions. DSMF ¶ 29. Bankers Life’s statement of material facts paragraph 30 reads: As a result, Mr. Roach, on behalf of Bankers Life, sent a letter to the Bureau on March 25, 2005 that expressed the company’s desire to retain the branch managers, but that also contained the language necessary to satisfy the Bureau: Maine Branch Managers We have discussed your concerns about the Maine branch managers with senior management of the Company. The Company’s loyalty and commitment to these managers, both of whom are long-term employees, make this a very difficult decision. Prior to these petitions and complaints, both were thought of as valued and capable managers. In light of the Bureau’s significant concerns, and in the interests of being able to put the Company’s best foot forward and get these branches turned around, the Company will relieve both as managers and replace them as soon as possible.... To that end, and to capture the context of the Bureau’s views on this issue, we suggest the following changes to paragraph 51 of the draft consent agreement: 51. The Bureau has investigated the complaints involving the current managers of the South Portland and Bangor branch offices and, as a result of those investigations, no longer has the confidence that either branch can be operated in full compliance with Maine law and this consent agreement if the current management remains in place. Accordingly, effective no later than the date of this agreement, Bankers Life shall relieve the managers of its South Portland and Bangor branch offices of their respective positions as expeditiously as possible, but with the priority of selecting individuals who are experienced enough to ensure that each branch operates in accordance with Maine law and the terms of this consent agreement. DSMF ¶ 30 (emphasis in DSMF). Mr. Knowlton interposed a series of similar objections to each of these proffered facts. Bankers Life cited the Roach letters, which were attached as exhibits to its statement of material facts as the record citations for paragraphs 26, 27, 28, and 30. Mr. Knowlton objected to the paragraphs since they were based on the Roach letters. First, he said that the contents of the Roach letters to the Bureau of Insurance were hearsay, and citing two Sixth Circuit cases, he observed that inadmissible hearsay must not be considered in a motion for summary judgment. PRDSMF ¶¶ 26-28, 30. Second, he claimed the letters had not been properly authenticated under Federal Rule of Evidence 901. Id. Third, he asserted a contrary fact, arguing that Bankers Life could not terminate Mr. Knowlton in any event because under its policies and practice, he could not be terminated unless he failed to meet Bankers Life numbers or unless he engaged in gross misconduct. Id. ¶ 28. He moved to strike the “during subsequent meetings” phrase in paragraph 29 because he did not know to what meetings the phrase referred. Id. ¶ 29. The Court rejects Mr. Knowlton’s qualified responses and denies his requests to strike these statements. Depending on its trial context, the Roach letter is likely admissible, and for purposes of this summary judgment motion, the Court will consider it as substantive evidence. Fed. R.Evid. 801(d)(1); 803(6). Regarding the authenticity contention, Rule 901 only requires that “the matter in question is what its proponent claims.” Fed.R.Evid. 901(a). The copies of the attached letters are on Pierce Atwood stationery, address issues in this case, and are signed'by Attorney Roach. DSMF Attachs. 8, 9. The Court concludes each letter meets the Rule 901 standard. Regarding his contention that the statement is contradicted by other evidence, Mr. Knowlton’s countervailing evidence is properly placed in his responsive statement of additional material facts. The Court rejects Mr. Knowlton’s request to strike the phrase “during subsequent meetings” in paragraph 29, since the period within which the meetings could have been held before his termination as manager of the Bangor office is confined and since Bankers Life’s assertions can be admitted or denied without reference to a specific meeting. Finally as regards paragraph 29, the Court notes that Mr. Knowlton has denied the assertion in any event, m. DSMF Paragraphs 31 and 32: Requests to Strike and Qualified Responses Bankers Life’s statement of material facts paragraph 31 states: Judith Shaw, who negotiated the consent agreement on behalf of the Bureau, testified in her affidavit that this provision was added in response to the Bureau’s concerns: Another provision in the consent agreement intended to ensure that Bankers Life would conduct itself properly in the future was that Bankers Life ... had to relieve the managers of its South Portland and Bangor branch offices of their positions as branch managers. This provision was predicated on the Bureau’s position that the substantial number and nature of complaints against Bankers Life relating to those offices represented an unacceptable level of incompetence with respect to the elderly population to which Bankers Life’s products are sold, and a lack of adherence to legal requirements, and that it would be necessary for Bankers Life to take serious measures to create a new culture dedicated to the development and maintenance of a strong compliance philosophy. DSMF ¶ 31 (emphasis in DSMF). Bankers Life’s statement of material facts paragraph 32 states: When asked about this paragraph in her deposition, Ms. Shaw once again confirmed that the Bureau’s concerns prompted Mr. Knowlton’s removal: Q. It was the Bureau’s position that he [Knowlton] had to be relieved from the Bangor Branch office in his position as branch manager? A. The Bureau accepted Bankers Life & Casualty (sic) proposal to remove the South Portland and Bangor managers from their responsibilities as managers, yes. Q. Well, this [paragraph 15 of Shaw affidavit] says the provision was predicated on the Bureau’s position? A. I believe Bankers Life & Casualty made that proposal based upon the Bureau’s view that there was a systemic problem based upon the number and nature of the complaints that needed to be addressed. Q. Mr. Black appears to state [in his deposition] that there was a consensus reached that the branch managers of the Bangor and South Portland office (sic) of Bankers Life & Casualty lacked the integrity and quality to perform in the positions as the branch manager. Do you agree that consensus was reached? A. Yes. DSMF ¶ 32. Mr. Knowlton says that the term, “this provision,” in paragraph 31 is vague and ambiguous, but in the event the Court finds paragraph 31 admissible, Mr. Knowlton qualifies his response, asserting there is evidence to the contrary. He also offers a qualified response to paragraph 32; he “admits that the Bureau’s concerns prompted the Consent Agreement but denies that the Bureau had concerns about Mr. Knowlton or that those concerns prompted his removal.” PRDSMF ¶ 32. As to paragraph 31, the Court overrules the objection. “This provision” clearly refers to paragraph fifty-one of the consent agreement. The Court also refuses to accept Mr. Knowlton’s qualified responses to paragraphs 31 and 32 since the qualifications are based on separate evidence that Mr. Knowlton was free to present to the Court. The Court deems paragraphs 31 and 32 admitted. n. DSMF Paragraph 34: Qualified Response Bankers Life’s statement of material facts paragraph 34 states: Andrew Black, the Assistant Attorney General for the State of Maine, characterized the Bureau’s “significant concerns” about the branch managers, including Mr. Knowlton, as follows: The significant concerns [of the Bureau] were that there was substantial evidence to indicate that the branch managers were aware of the illegal activities that their agents were conducting. Not only were they aware but they were actually instructing them of these activities, and, you know, essentially aiding and abetting those. An additional concern was that they did not have competency, the honesty, the knowledge to act in a capacity as a responsible manager of sales agents in the State of Maine. DSMF ¶34. Mr. Knowlton interposed a qualified response, noting that although he admitted that Mr. Black made the statement, he denied it was true, observing there is other evidence that does not support his statement. PRDSMF ¶ 34. The Court refuses to accept the qualified response. If Mr. Knowlton wished to place countervailing evidence before the Court, he was free to do so in his statement of additional material facts. The Court deems paragraph 34 admitted, o.DSMF Paragraph 35: Qualified Response Bankers Life’s statement of material facts paragraph 35 reads: Although Mr. Knowlton was immediately removed from his position as branch manager, Bankers Life did not terminate his contract; instead, Bankers Life continued to support him financially by placing him on a paid leave of absence. DSMF ¶35. Mr. Knowlton interposed a qualified response. PRDSMF ¶ 35. He admitted that he was immediately terminated as branch manager of the Bangor branch on April 14, 2010, but says he was not placed on a paid leave of absence until May 1, 2005. Id. He then asserts other facts about the length of the leave of absence and his receipt of short-term disability benefits. Id. The Court refuses to accept Mr. Knowlton’s qualified response. The Bankers Life statement does not mention when he started on a paid leave of absence or anything about other benefits. If Mr. Knowlton wished to present additional evidence, he was free to do so in his statement of additional material facts. The Court deems Bankers Life statement of material facts paragraph 35 admitted. p. DSMF Paragraph 36: Qualified Response Bankers Life’s statement of material facts paragraph 36 reads: Bankers Life also offered Mr. Knowlton an opportunity to stay with the company by becoming a unit sales manager in the Boston branch office or a unit supervisor in the Concord, New Hampshire branch office. DSMF ¶36. Mr. Knowlton interposed a qualified response to this assertion. PRDSMF ¶ 36. He says that Bankers Life first offered him the position of branch manager for the North Shore office of Bankers Life but later retracted, offering him instead the position of unit sales manager. Id. The Court refuses to accept Mr. Knowlton’s qualified response. The statement does not discuss the timing of this offer as opposed to others, only that Bankers Life made the offer. If Mr. Knowlton wished to present countervailing facts, he was free to do so in his statement of additional material facts. The Court deems paragraph 36 admitted. q. DSMF Paragraph 37: Request to Strike Bankers Life’s statement of material facts paragraph 37 reads: Around this same time, Mr. Knowlton decided that he needed counseling, and he also began receiving short-term disability payments. DSMF ¶ 37. Mr. Knowlton moves to strike the phrase, “[a]round this same time,” as vague and ambiguous. PRDSMF ¶ 37. The Court disagrees. As evidenced by context provided in the preceding two proffered facts, “[a]round this same time” obviously refers to the time period after Bankers Life removed him from his position as branch manager of the Bangor branch. The Court refuses to strike this introductory phrase. r. DSMF Paragraph 38: Qualified Response Bankers Life’s statement of material facts paragraph 38 reads: Ultimately, Mr. Knowlton accepted the opportunity to become a unit sales manager in the Boston office, where he began work in November 2005 when his disability payments ended. DSMF ¶ 38. Mr. Knowlton interposed a qualified response in which he seeks to add detail to the Bankers Life assertion. PRDSMF ¶ 38. The Court refuses to accept the qualified response. If Mr. Knowlton wished to place other evidence before the Court, he was free to do so in his statement of additional material facts. The Court deems paragraph 38 admitted. s. DSMF Paragraph 39: Qualified Response Bankers Life’s statement of material facts paragraph 39 reads: To help provide Mr. Knowlton with a fresh start, Bankers Life took the unusual step of providing him with $9,000 per month of temporary financial support. DSMF ¶ 39. Mr. Knowlton interposed a qualified response, saying that Bankers Life provided him with $4,500 every two weeks, and also supplying some additional facts. PRDSMF ¶ 39. Except for the distinction between monthly and semimonthly payments, the Court refuses to accept Mr. Knowlton’s qualified response. If Mr. Knowlton wished to present additional facts, he was free to do so in his statement of additional material facts. t. DSMF Paragraph 40: Qualified Response Bankers Life’s statement of material facts paragraph 40 reads: This financial support continued until approximately July 2006. DSMF ¶40. Mr. Knowlton interposed a qualified response, observing that the financial support continued until April and was reinstated in June after he objected. PRDSMF ¶ 40. The Court refuses to accept the qualified response because the paragraph does not assert that the financial support was continuous to July 2006, only that it continued to July 2006. If Mr. Knowlton wished to present additional facts, he was free to do so in his statement of additional material facts. u. DSMF Paragraph 41: Request to Strike Bankers Life’s statement of material facts paragraph 41 reads: At that time, Mr. Knowlton’s financial support was ended due to his poor performance and he was placed on unpaid leave of absence. DSMF ¶41. Mr. Knowlton asked the Court to strike “[a]t that time” as vague and ambiguous. PRDSMF ¶ 41. The Court rejects Mr. Knowlton’s request. The phrase, “[a]t that time” obviously refers to July 2006. However, anticipating that the Court might view the statement as referring to July 2006, Mr. Knowlton also denies it, saying that Bankers Life ceased its financial support because it had not opened a North Shore office. He presents additional facts surrounding Bankers Life’s decision not to open a North Shore office. Mr. Knowlton’s denial responds only to the middle portion of paragraph 41, discussing Bankers Life’s reason for terminating the financial support. It does not address the assertion that the financial support was ended, or that Mr. Knowlton was placed on unpaid leave of absence. The Court views Mr. Knowlton’s response as a qualification, not a wholesale denial. It regards as admitted that the payments stopped in July 2006 and that Mr. Knowlton was placed on unpaid leave. It accepts Mr. Knowlton’s denial as to the reason Bankers Life ended the payments. v.DSMF Paragraph 44: Request to Strike Bankers Life’s statement of material facts paragraph 44 reads: Instead, he commuted to Boston from his home in Hampden, Maine on Monday and Friday of every week. DSMF ¶ 44. Mr. Knowlton asks the Court to strike this proffered fact as argumentative and otherwise denies it, asserting that “Mr. Knowlton left his home in Maine on Monday morning and was in the Boston office of Bankers Life, Monday, Tuesday, Wednesday, and Thursday.” PRDSMF ¶44. The Court rejects Mr. Knowlton’s request; the Court does not view the fact as argumentative. The Court rejects the denial as either an admission or as nonresponsive to the proffered fact. If Mr. Knowlton left his home in Maine on Monday morning and was in the Boston office through Thursday, it seems likely he commuted back on Friday. Alternatively, if it is an attempted denial, the response that Mr. Knowlton was in the Boston office Monday through Thursday, does not address Bankers Life’s assertion that he commuted to Boston on Monday and returned to Maine on Friday. w. DSMF Paragraph 45: Request to Strike Bankers Life’s statement of material facts paragraph 45 reads: In August 2006, Bankers Life offered Mr. Knowlton an opportunity to return to work if he would agree to certain performance requirements and relocate to Massachusetts within one month. DSMF ¶ 45. Mr. Knowlton asks that the Court strike this assertion as hearsay and as not properly authenticated. PRDSMF ¶ 45. The Court rejects Mr. Knowlton’s request. Bankers Life’s statement of material facts summarizes the contents of an August 11, 2006 letter from Michael Buckley of Bankers Life to Mr. Knowlton. DSMF Attach. 12. It is not hearsay under Rule 803(6) and it meets the authenticity requirements of Rule 901. Fed.R.Evid. 803(6), 901. x. DSMF Paragraph 46: Request to Strike Bankers Life’s statement of material facts paragraph 46 reads: Mr. Knowlton refused, and his employment with Bankers Life was formally terminated effective March 16, 2007. DSMF ¶ 46. Mr. Knowlton requested the Court to strike this assertion as hearsay and as not properly authenticated. PRDSMF ¶ 46. The Court rejects Mr. Knowlton’s request. The assertion is based on a March 16, 2007 letter from James Valdez of Bankers Life to Mr. Knowlton. DSMF Attach. 13. It is not hearsay under Rule 803(6) and it meets the authenticity requirements of Rule 901. Fed.R.Evid. 803(6); 901. y. DSMF Paragraph 47: Qualified Response Bankers Life’s statement of material facts paragraph 47 reads: Since his termination, Mr. Knowlton has received numerous job offers from other insurance companies, but he rejected them because he does not want to work as an insurance agent. DSMF ¶47. Mr. Knowlton interposed a qualified response, stating a specific number of job offers he has turned down and offering a separate reason for his decisions. PRDSMF ¶ 47. The Court rejects Mr. Knowlton’s qualified response since he does not deny the assertion but only wishes to add certain facts. If Mr. Knowlton wished to posit additional facts, he was free to do so in his statement of additional facts. The Court accepts the denial to the extent it disputes Bankers Life’s contention that he did not want to work as an insurance agent. z. DSMF Paragraphs 51, 52, 53 and 54: Qualified Responses Bankers Life’s statement of material facts paragraph 51 reads: The statements underlying Mr. Knowlton’s claims against Messrs. Buckley and Valdez were all purportedly made before July 2, 2007. DSMF ¶ 51. Bankers Life’s statement of material facts paragraph 52 reads: Mr. Knowlton has no evidence that Buckley or Valdez made or repeated the slanderous statement alleged in the amended complaint after July 2, 2007. DSMF ¶ 52. Bankers Life’s statement of material facts paragraph 53 reads: Mr. Knowlton alleged in the amended complaint that Mr. Buckley represented to him that Bankers Life had a great employment opportunity for him in Massachusetts. DSMF ¶ 53. Bankers Life’s statement of material facts paragraph 54 reads: Mr. Knowlton admitted in his deposition, however, that this statement was true. DSMF ¶ 54. Mr. Knowlton interposed qualified responses to each paragraph, noting that the consent agreement between the Bureau and Bankers Life continues to be published and that based on his past experience with Messrs. Buckley and Valdez, he “believes that Messrs. Buckley and Valdez continued to repeat the statements that he was incompetent and dishonest to other[s] after July 2007.” PRDSMF ¶¶ 51-54. The Court allows the qualified responses concerning the continuing publication of the contents of the consent agreement but rejects the qualified responses concerning Mr. Knowlton’s belief about what Messrs. Buckley and Valdez may have said. The first raises the legal question of continuing publication of potential slander; the second, however, is without probative value since it essentially relies on Mr. Knowlton’s understanding of the personalities of Messrs. Buckley and Valdez without any direct proof they made any such statements. Accordingly, to this extent, the qualifications in the responses are based on forbidden character evidence and are speculative. Fed.R.Evid. 401, 404(a), 608. Mr. Knowlton’s qualified responses to paragraphs 53 and 54 do not appear to relate to those paragraphs and therefore the Court treats the paragraphs as admitted. aa. DSMF Paragraph 55: Request to Strike Bankers Life’s statement of material facts paragraph 55 reads: The provision on which Mr. Knowlton relies to support his breach of contract claim is found on page one of the Contract: 5. REPRESENTATIONS AND WARRANTIES Manager represents and warrants to the Company as follows: (b) The Manager agrees to abide by all policies, practices and procedures adopted by the Company. DSMF ¶ 55. Mr. Knowlton requested the Court to strike this assertion on the ground that it failed to contain the requisite record citation for the proposition “the provision on which Mr. Knowlton relies.” PRDSMF ¶ 55. The Court sustains the motion to strike in part, altering the introductory phrase to “one of the provisions on which Mr. Knowlton relies.” bb. DSMF Paragraph 56: Qualified Response Bankers Life’s statement of material facts paragraph 56 reads: The Contract further provides as follows: 26. ENTIRE CONTRACT This Contract, including the Branch Sales Manager’s Compensation Schedule and any Endorsements, supersedes and terminates all previous Contracts, any oral representations or understanding and constitutes the entire Contract between the parties. This Contract can only be changed or modified by written consent, signed on behalf of the Company by the Senior Vice President of Marketing, President or Chief Executive Officer of the Company. DSMF ¶56. Mr. Knowlton interposed a qualified objection, stating that this provision is not controlling under Illinois or Maine law. The Court refuses to accept Mr. Knowlton’s qualified response since it amounts to a legal argument and does not address the factual accuracy of the assertion. cc. DSMF Paragraph 57: Qualified Response Bankers Life’s statement of material facts paragraph 57 reads: The Bankers Life Defendants all testified that they believed the Bureau required Bankers Life to relieve Mr. Knowlton of his duties as branch manager. DSMF ¶ 57. Mr. Knowlton interposed a qualified response, observing that even though each of the Bankers Life employees so testified, there is additional evidence on this point. PRDSMF ¶ 57. If Mr. Knowlton wished to posit additional facts, he was free to do so in his statement of additional material facts. The Court treats this paragraph as admitted. dd. DSMF Paragraph 58: Qualified Response Bankers Life’s statement of material facts paragraph 58 reads: Mr. Knowlton’s pay actually increased when he began working in the Boston office. DSMF ¶ 58 (emphasis in DSMF). Mr. Knowlton interposed a qualified response, acknowledging that he received compensation, to cover his travel, meals, lodging and salary when he began working in Boston in excess of his base pay, but when his travel, meals, and lodging were backed out of the compensation, his pay did not increase when he began working in Boston. PRDSMF ¶ 58. The Court allows Mr. Knowlton’s qualified response to stand since it directly addressed and properly qualifies Bankers Life’s paragraph 58. 4. The Plaintiff’s Statement of Additional Material Facts and the Defendant’s Requests to Strike and Objections The Rule 56 analysis of Bankers Life’s responses to Mr. Knowlton’s statement of additional material facts allows a simpler approach. The familiar directive to view the facts in the light most favorable to the non-movant consistent with record support means that unless the record does not support Mr. Knowlton’s statement, the Court must accept it for purposes of ruling on the pending motion. See Gillen v. Fallon Ambulance Serv., Inc., 283 F.3d 11, 17 (1st Cir.2002). Thus, unless a qualified response challenges the legitimacy of the statement itself, the Court has restricted its rulings to Bankers Life’s legal objections. a. PSAMF Paragraph 63: Request to Strike Mr. Knowlton’s statement of additional material facts paragraph 63 reads: During the 20 years in which Alan Knowlton managed the Bangor office of Bankers Life, he was repeatedly advised by Senior Level Management of Bankers Life that: 1) “It’s your office;” 2) “It’s an opportunity to build'your own business;” 3) “The Branch Sales Manager is an entrepreneurial opportunity for you;” 4) “Take personal ownership of your office;” 5) “Run your office as you see fit;” 6) “Spend your budget as you see fit, it’s your office.” PSAMF ¶ 63. Bankers Life asked that the paragraph be stricken due to lack of specificity since it fails to identify who within senior management made the statements. DRPSAMF ¶ 63. The Court rejects Bankers Life’s request. Based on Mr. Knowlton’s affidavit, PSAMF Attach 1 ¶ 7, he has established a barely sufficient foundation. b. PSAMF Paragraphs 65, 66 and 67: Requests to Strike Mr. Knowlton’s statement of additional material facts paragraph 65 reads: During the twenty plus years that Alan Knowlton worked for Bankers Life, he knew several individuals who had spent their entire careers as Branch Sales Managers with Bankers Life before retiring. PSAMF ¶ 65. Mr. Knowlton’s statement of additional material facts paragraph 66 reads: During the twenty years that Mr. Knowlton ran the Bangor office of Bankers Life, he earned numerous awards for the Bangor office’s performance and the quality of business the office produced. PSAMF ¶ 66. Mr. Knowlton’s statement of additional material facts paragraph 67 reads: Alan Knowlton’s compensation and benefit plan included: Benefits a) Group Major Medical Coverage; b) Group Dental Coverage; c) Supplemental Life and Accidental Death and Dismemberment; d) Supplemental Long Term Disability (20%); e) Short Term Disability; f) Company Paid Term Life; g) Company Paid Accidental Death and Dismemberment; h) Company Paid Long Term Disability (40%); i) Employee Assistance Plan; j) Conseco Save 401K (3% company match); k) Man[a]gers Deferred Compensation Plan; l) Agents Deferred Compensation Plan. Managers Compensation a) Branch Sales Manager Basic Salary; b) Branch Sales Manager Over Write Commission; c) Conservation Commission Bonus; d) New Agent Incentive Bonuses; e) Agent Productivity Bonuses; f) Agent Recruiting Bonuses; g) Branch Sales Manager Expense Allowance. Manager Financial Involvement and Authority a) New Agent Development Program— Financing Plan for new Agents, Branch Sales Manager pays $50 for new hire; b) Branch Development Expense Allowance — Branch Sales Manager pays 4% of income to support; c) Branch Prospecting Account; d) Branch Sales Man[a]ger’s Revenue and Expense Component; e) Agent Emeritus Program. PSAMF ¶ 67. Bankers Life asked that the facts be stricken because they are neither relevant nor material. DRPSAMF ¶¶ 65-67. The Court denies Bankers Life’s requests. The Court agrees that the facts are neither relevant nor material to Bankers Life’s theory of the case, but concludes they are relevant and material to Mr. Knowlton’s theory of the case. As Bankers Life failed otherwise to respond, the Court deems the facts admitted. c. PSAMF Paragraphs 68, 69: Requests to Strike Mr. Knowlton’s statement of additional material facts paragraph 68 reads: The purpose of the benefit and compensation programs provided by Bankers Life [was] to provide employees with the expectation and security that if they performed their duties faithfully and honestly, they could expect to retire from Bankers Life. PSAMF ¶ 68. Mr. Knowlton’s statement of additional material facts paragraph 69 reads: Bankers Life Employee Retirement Plan and Managers Deferred Compensation Plan were structured to promote Branch Service Managers to stay with the company until they retired. PSAMF ¶ 69. Bankers Life requested that these facts be stricken because Mr. Knowlton, whose affidavit is the sole record citation in support of these assertions, has no personal knowledge of the reasoning behind Bankers Life’s compensation structure. DRPSAMF ¶¶ 68, 69. The Court rejects Bankers Life’s request. Mr. Knowlton had worked for Bankers Life for nearly twenty-seven years, nearly twenty-two of which were as a branch manager. Mr. Knowlton has a sufficient personal familiarity with Bankers Life to express his view as to the purpose of its compensation structure. Bankers Life also objects to both facts on the ground that they are neither relevant nor material. Id. The Court denies Bankers Life’s request. The Court agrees that the facts are neither relevant nor material to Bankers Life’s theory of the case, but concludes they are relevant and material to Mr. Knowlton’s theory of the case. d. PSAMF Paragraph 70: Request to Strike Mr. Knowlton’s statement of additional fact paragraph 70 reads: Bankers Life had policies, which encouraged Branch Sales Managers to stay with Bankers Life until they retired. PSAMF ¶ 70. Bankers Life requested that this fact be stricken because it is neither relevant nor material. DRPSAMF ¶ 70. The Court rejects Bankers Life’s request. The Court agrees that the fact is neither relevant nor material to Bankers Life’s theory of the case, but concludes it is relevant and material to Mr. Knowlton’s theory of the case. e.PSAMF Paragraphs 73, 74, 75, 76, 77, 78, 79, 80, 81, 82, 85, 86, 87, 88, 89, 117, 118, 129: Requests to Strike Mr. Knowlton’s statement of additional material facts paragraph 73 reads: In or around 2001 Van Sullivan within the Market Conduct Division of the Maine Bureau of Insurance under the auspices of Deputy Superintendent, Eric Ciopa, began conducting an investigation into the market conduct practices of Bankers, with a specific focus on certain sales practices which targeted elderly consumers. PSAMF ¶ 73. Mr. Knowlton’s statement of additional material facts paragraphs 74, 75, 76, 77, 78, 79, 80, 81, 82, 85, 86, 87, 88,