Roden v. Bergen Brunswig Corp., 107 Cal. App. 4th 620 (2003)

Bergen Brunswig Corporation terminated the employment of Donald R. Roden, its president and CEO, without cause in 1999. After Roden filed a lawsuit alleging intentional interference with prospective economic relations, slander, and infliction of emotional distress, among other things, Bergen Brunswig communicated a settlement offer pursuant to Code of Civil Procedure § 998. In its “stunningly brief” 998 offer, Bergen Brunswig agreed to pay Roden a lump sum of $5 million, certain benefits provided under the employment agreement and reasonable attorney fees. Among other things, Bergen Brunswig seemingly agreed that Roden would continue to participate in the company’s retirement plan benefit programs. The trial court entered judgment in favor of Roden and rejected Bergen Brunswig’s argument that the $5 million settlement amount included payment of retirement benefits. The Court of Appeal affirmed the judgment, holding that although no extrinsic evidence was necessary to interpret the parties’ agreement, the extrinsic evidence that Bergen Brunswig offered did not alter the Court’s interpretation that was in Roden’s favor.