Randy Pearce v. Chrysler Grp. LLC Pension Plan
Opinion
Randy Pearce, a long-time employee of Chrysler Group LLC, was a participant in the Chrysler Group LLC Pension Plan ("Plan"). Under the Plan's terms, Pearce had earned an early retirement supplement, called "30-and-Out benefits." He relied on the Summary Plan Document ("SPD"), provided by Chrysler to Plan participants, which stated he did not need to be "actively employed at retirement" to remain eligible for these benefits. But the SPD omitted an exclusionary clause contained in the Plan document itself, which said that an employee who was terminated was ineligible for the early retirement supplement. After Pearce was terminated, he applied for his retirement benefits and was denied the 30-and-Out benefits.
*343
After unsuccessfully appealing this denial administratively, Pearce brought suit under the Employee Retirement Income Security Act of 1974 ("ERISA"),
I. FACTS AND PROCEDURE
In October 2008, facing insolvency, Chrysler offered certain employees buyouts with incentives to take early retirement, in addition to the benefits they had already earned under the Plan.
Pearce v. Chrysler Grp., L.L.C. Pension Plan (Pearce I)
,
"Chrysler provided Pearce with Pension Statements to help him decide whether to accept the buyout...."
With respect to the Plan's 30-and-Out benefits, the SPD stated: "You do not need to be actively employed at retirement to be eligible for a supplement. However, you must retire and begin receiving pension benefits within five years of your last day of work for the Company in order to receive any supplements for which you are eligible." Id. at 12 (Page ID #126). Based on this explanation, Pearce believed that he could not lose his 30-and-Out benefits if he lost his job. R. 89-6 (Pearce Dep. at 36) (Page ID #3158).
"[O]n November 25, 2008, after discussing the terms of the SPD and his likely future with other employees of Chrysler, Pearce declined the buyout offer."
Pearce I
,
In September 2009, Pearce filed a claim with Benefit Express's Determination Review Team pursuant to ERISA § 503,
Pearce then filed a complaint in Michigan state court asserting a claim under ERISA § 502(a)(1)(B),
During this time, the Supreme Court held that statements in summary documents "do not themselves constitute the
terms
of the plan for purposes of § 502(a)(1)(B)" and therefore could not be enforced under this section.
CIGNA Corp. v. Amara (Amara III)
,
After the district court reopened Pearce's federal case, he moved for leave to amend his complaint to add a request for equitable relief under ERISA § 502(a)(3). R. 50 (Mot. to Amend) (Page ID #1559-63). The parties also filed cross-motions for judgment on the record. R. 60 (2013 Dist. Ct. Op. at 4) (Page ID #1845). The district court granted judgment in favor of Chrysler and denied as futile Pearce's motion for leave to amend his
*345
complaint.
A panel of this court "affirm[ed] the grant of summary judgment on Pearce's claim under ERISA § 502(a)(1) ; reverse[d] the denial of Pearce's motion to amend to add equitable claims under ERISA § 502(a)(3) ; and remand[ed] for consideration of the ERISA § 502(a)(3) claims."
Pearce I
,
On remand, Pearce filed an amended complaint. R. 68 (Amend. Compl.) (Page ID #1876-88). In Count 1, Pearce sought equitable relief in the form of reformation, equitable estoppel, and surcharge under ERISA § 502(a)(3) for a violation of ERISA § 102(b),
The magistrate judge recommended that the district court deny Pearce's motion for summary judgment and grant Chrysler's motion for summary judgment, R. 87 (2017 R&R at 34-35) (Page ID #3047-48), and the district court adopted the magistrate judge's report and recommendation in full, R. 91 (2017 Dist. Ct. Op. at 10) (Page ID #3269). The plaintiff timely appealed the grant of summary judgment with respect to his request for equitable relief in the forms of reformation and equitable estoppel. R. 93 (Apr. 12, 2017 Notice of Appeal) (Page ID #3271-72).
II. STANDARD OF REVIEW
We review de novo a district court's grant of summary judgment.
Med. Mut. of Ohio v. k. Amalia Enters., Inc.
,
III. ANALYSIS
A. The District Court's Review of the Magistrate Judge's Report and Recommendation
As a prefatory matter, Pearce argues that the district court applied the wrong
*346
standard of review to the magistrate judge's report and recommendations. "The district judge must determine de novo any part of the magistrate judge's disposition that has been properly objected to." FED. R. CIV. P. 72(b)(3) ;
see also
In its decision, the district court articulated further restrictions on the type of objections it would consider:
Objections are not "a second opportunity to present the argument already considered by the Magistrate Judge." Betancourt v. Ace Ins. Co. of Puerto Rico ,313 F.Supp.2d 32 , 34 (D.P.R. 2004). Moreover, the district court should not consider arguments that have not first been presented to the magistrate judge. See Stonecrest Partners, LLC v. Bank of Hampton Roads ,770 F.Supp.2d 778 , 785 (E.D.N.C. 2011).
R. 91 (2017 Dist. Ct. Op. at 3) (Page ID #3262). Pearce rightfully complains that the district court's definition of what constitutes a proper objection creates a null set. A party can make no arguments supporting its objection under the district court's standard: Either the argument is prohibited because the party did previously make that argument, or it is prohibited because the party did not previously make that argument. The heads-I-win-tails-you-lose restrictions that the district court has imposed on objections are illogical and without legal support.
See
McCombs v. Meijer, Inc.
,
Chrysler argues that the district court did properly review de novo the magistrate judge's report and recommendation, notwithstanding the foregoing discussion, because it addressed each objection Pearce raised. A review of the district court's opinion shows that the district court does appear to have analyzed each of Pearce's objections on the merits. R. 91 (2017 Dist. Ct. Op. at 4-9) (Page ID #3263-68).
Because we review de novo the grant of summary judgment and the parties have briefed the underlying issues, we will squarely address the merits of this case, rather than reversing and remanding solely because the district court's own de novo review may have been compromised by its erroneously narrow restrictions on the arguments that parties could make.
Compare, e.g.
,
Jones v. Caruso
,
B. Reformation
1. Whether Reformation Sounds in Trust or Contract Law
The Supreme Court held that reformation is a form of equitable relief available to a plaintiff under § 502(a)(3).
Amara III
,
The Second Circuit has held that reformation should be analyzed under principles of contract law because the Supreme Court "exclusively referred to principles of contract law, not trust law" in its discussion of reformation and, furthermore, the Restatement (Third) of Trusts "explains that trust reformation is dictated by principles of contract law '[w]here consideration is involved in the creation of a trust.' "
Amara v. CIGNA Corp. (Amara V)
,
We have not had occasion to decide specifically this issue before, but we have obliquely discussed reformation under § 502(a)(3) in the context of contract law.
Alexander v. Bosch Auto. Sys., Inc.
,
2. What Constitutes Fraud or Inequitable Conduct
"Reformation is the judicial reforming or re-writing of a document, such as a contract, to make that document reflect the true agreement of the parties." DAN B. DOBBS, LAW OF REMEDIES § 9.4(1) (3d ed. 2018) [hereinafter DOBBS 3d]. "A contract may be reformed" in two situations: (1) where there is a "mutual mistake of both parties"; or (2) "where one party is mistaken and the other commits fraud or engages in inequitable conduct."
Amara V
,
The district court adopted the magistrate judge's conclusion that Pearce needed to prove Chrysler's intent to deceive in order to demonstrate either fraud or inequitable conduct. R. 91 (2017 Dist. Ct. Op. at 5) (Page ID #3264); R. 87 (2017 R&R at 20) (Page ID #3033). This is an incorrect *348 statement of the law. Thus, we reverse the grant of summary judgment to the Plan-because it is premised on this erroneous interpretation of the law-and remand for the district court to analyze Pearce's entitlement to reformation under the proper legal framework, elucidated below.
"Fraud has a broader meaning in equity [than at law] and intention to defraud or to misrepresent is not a necessary element."
SEC v. Capital Gains Research Bureau, Inc.
,
This may all seem rather nebulous, but it is necessarily so because "[t]he essence of equity jurisdiction" is its "[f]lexibility rather than rigidity."
Carter-Jones Lumber Co. v. Dixie Distrib. Co.
,
Third, reformation's requirement of fraud or inequitable conduct roughly mirrors the fraud element of equitable estoppel, and therefore fraud in the latter context provides some helpful factors to consider in the former.
Compare
Crosby v. Rohm & Haas Co.
,
We have typically found constructive fraud in the ERISA context when there is: (1) an information asymmetry, such that the defendant is the only one who knows the true facts and the plaintiff cannot ascertain the true facts; (2) the defendant misrepresents the benefits to which the plaintiff is entitled; and (3) the plaintiff investigated her benefits and drew a reasonable conclusion about them on the basis of the defendant's misrepresentations, even when the documents the plaintiff relied upon contained a disclaimer that the plan would govern in the event of a conflict.
Deschamps v. Bridgestone Americas, Inc. Salaried Emps. Ret. Plan
,
These guideposts are exactly that: guides. They are not the only factors that are relevant, nor is any one dispositive. On remand, the district court should consider these guiding principles, but it retains the flexibility that is the central tenet of a court sitting in equity.
3. Whether the Fraud or Inequitable Conduct Must Arise in the Drafting of the Plan Document
There is one subsidiary issue that we take the time now to resolve. Chrysler argues, in the alternative, that any evidence of fraud or inequitable conduct is irrelevant to the drafting of the Plan, and thus the Plan cannot be reformed. Chrysler points to a Ninth Circuit decision, in which the court held that reformation was unavailable to the plaintiffs because: (1) the conflicting SPD was created after the plan; (2) there was no evidence that the defendant materially misled its employees; and (3), even if the defendant had done so, the plaintiffs "conceded that they did not rely on any of the misleading information."
Skinner
,
Here, Pearce did not have access to the Plan document and Chrysler, which had the advantage in the information asymmetry, consistently and repeatedly directed Pearce to the SPD. Thus, the basis of his mutual agreement with Chrysler was the SPD. DOBBS 3d, supra , § 9.4(1) (stating that reformation reforms the document to "reflect the true agreement of the parties"). Further, the SPD misleadingly omitted the exclusion for vested terminated participants, and Pearce relied upon the SPD to his detriment. Moreover, as the Plan's representative admitted, nobody expects Plan participants to read the Plan document or to understand it. R. 89-7 (Bante Dep. at 29) (Page ID #3166) ("The Plan Document is a log [sic] and complex legal document that is not intended for normal human beings to read.").
C. Equitable Estoppel
To assert a claim for equitable estoppel under § 502(a)(3) successfully, a plaintiff must establish:
(1) conduct or language amounting to a representation of material fact; (2) awareness of the true facts by the party to be estopped; (3) an intention on the part of the party to be estopped that the *350 representation be acted on, or conduct toward the party asserting the estoppel such that the latter has a right to believe that the former's conduct is so intended; (4) unawareness of the true facts by the party asserting the estoppel; and (5) detrimental and justifiable reliance by the party asserting estoppel on the representation.
Deschamps
,
The district court concluded that Pearce failed to satisfy these eight elements. R. 91 (2017 Dist. Ct. Op. at 5-6) (Page ID #3264-65). Pearce first argues that the district court erroneously required him to satisfy the three additional elements. Pearce's argument is logical.
Bloemker
imposed these extra requirements when the law of this court held that, in the case of a conflict between the SPD and the Plan, the SPD's provisions controlled.
See, e.g.
,
Haus v. Bechtel Jacobs Co.
,
Consequently, because the pertinent language in the Plan was unambiguous-Pearce was clearly not eligible under the Plan for the 30-and-Out benefits-a rational factfinder must be able to conclude that he satisfies each of the eight Bloemker elements in order for him to survive summary judgment on the equitable-estoppel theory. On appeal, Chrysler argues that Pearce cannot satisfy three of the eight required elements: (2) Chrysler's awareness of the true facts; (7) Pearce's inability to calculate his true benefits; and (8) extraordinary circumstances warranting equitable relief. Because we conclude that Pearce cannot show the seventh Bloemker element, we do not consider the parties' arguments with respect to the second and eighth elements.
Pearce faces two obstacles in demonstrating that the "plan provisions which, although unambiguous, did not allow for individual calculation of benefits."
Bloemker
,
Here, the relevant provision in the Plan document states: "[A] Vested Terminated Participant who met the eligibility requirements for early retirement at the date his employment terminated shall not be eligible to receive an Early Retirement Supplement...." R. 12-3 (Plan Document at 40) (Page ID #426) (emphasis added). And a "Vested Terminated Participant" is "an individual whose employment with the Corporation ceased prior to the date he retired and who possessed a vested right to a Deferred Pension at the date of termination of his employment." Id. at 8 (Page ID #394). This language is more like the language from Haviland that we deemed "sufficiently accessible," than the actuarial calculations in Bloemker . Thus, if the court focuses only on the Plan document, Pearce cannot show that he was unable to determine that he would be ineligible for 30-and-Out benefits if he were terminated prior to retirement.
To avoid this conclusion, Pearce argues that we should instead look to the language of the SPD. "Under the terms of the SPD (but not the Plan because of its additional exclusion), [Pearce] qualifies for 30-and-Out benefits."
Pearce I
,
But Pearce points to no authority that supports his argument that we should look
*352
to the SPD, as opposed to the Plan document, when
Bloemker
specifically requires the language of the
plan
to prevent the beneficiary from calculating his benefits in order for the beneficiary to be entitled to equitable estoppel. Indeed, we have previously rejected a similar argument. In
Cataldo v. U.S. Steel Corp.
,
* * *
To be entitled to equitable estoppel under § 502(a)(3), Pearce must be able to establish all eight
Bloemker
elements, as the contested Plan provision is unambiguous.
Deschamps
,
IV. CONCLUSION
For the foregoing reasons, we REVERSE the district court's grant of summary judgment to the Plan on Pearce's reformation request, AFFIRM summary judgment on Pearce's equitable estoppel request, and REMAND to the district court so that it can analyze Pearce's request for reformation utilizing the proper legal framework as articulated in this opinion.
This termination was the subject of separate age-discrimination claims filed by Pearce, which were settled in Chrysler's bankruptcy proceedings. R. 16-4 (Pearce Age-Discrimination Claims) (Page ID #748-53); R. 16-5 (Bankr. Settlement) (Page ID #763-67).
The Plan document states that "a Vested Terminated Participant who met the eligibility requirements for early retirement at the date his employment terminated shall not be eligible to receive an Early Retirement Supplement...." R. 12-3 (Plan Document at 40) (Page ID #426) (emphasis added). The Plan defines a "Vested Terminated Participant" as "an individual whose employment with the Corporation ceased prior to the date he retired and who possessed a vested right to a Deferred Pension at the date of termination of his employment." Id. at 8 (Page ID #394).
The
Pearce I
panel "express[ed] no opinion on the merits of Pearce's ERISA § 502(a)(3) claims other than that they [were] not futile."
Of course, the SPD also cautioned its readers that while it "provide[d]
most
of the information you need to know about the Chrysler LLC Pension Plan, it is only a summary of Plan provisions," and "[i]f there is a conflict between this summary and the Plan document and trust agreement, the Plan document and trust agreement will govern." R. 12 (SPD at 2) (Page ID #116) (emphasis added). In
Pearce I
, we acknowledged that the SPD contained this general statement, but pointed out that "it would make no sense for Congress to require employers to provide clear, simple, complete descriptions of benefits plans if the employee were expected to also know and understand every clause in the voluminous, complex, and legalistic document the SPD was intended to accurately describe."
Reference
- Full Case Name
- Randy D. PEARCE, Plaintiff-Appellant, v. CHRYSLER GROUP LLC PENSION PLAN, Defendant-Appellee.
- Cited By
- 133 cases
- Status
- Published