United States District Court, D. Maryland
Lipton Hollander United States District Judge
case arises under the Employer Retirement Income Security Act
of 1974, as amended (“ERISA”), and concerns
retirement benefits under the Plumbers and Steamfitters Local
486 Pension Plan (the “Plan”), an employee
pension benefit plan. Plaintiffs Stanley Taylorson, Jr. and
Michael Chavis are Plan participants who accrued vested
benefits for the time they worked in union positions. ECF 1
(Complaint), ¶¶ 22-25, 77. After plaintiffs retired
from union positions, they commenced working in non-union
management positions, and began receiving service retirement
benefits. Id. ¶¶ 32-37, 82-87. However,
their benefits were subsequently suspended. Id.
¶¶ 38, 56, 89, 110. As a result, plaintiffs brought
suit against the Plan, as well as several fiduciaries of the
Plan,  seeking reinstatement of their benefits,
removal of defendants as fiduciaries, and other equitable
relief. See ECF 1 at 2.
particular, plaintiffs assert claims for wrongful denial of
benefits under § 502(a)(1)(B) of ERISA, 29 U.S.C. §
1132(a)(1)(B) (Count I); breach of fiduciary duty under
§ 502(a)(2), 29 U.S.C. § 1132(a)(2) (Counts II and
IV); and “other appropriate equitable relief”
under § 502(a)(3), 29 U.S.C. § 1132(a)(3) (Counts
III and V). In addition, plaintiffs seek attorneys' fees
under § 502(g), 29 U.S.C. § 1132(g) (Count VI).
have moved to dismiss the Complaint for failure to state a
claim, pursuant to Fed.R.Civ.P. 12(b)(6). ECF 24. Their
motion is supported by a memorandum of law (ECF 24-1)
(collectively, “Motion”) and several exhibits.
Plaintiffs oppose the Motion. ECF 25; ECF 25-1 (collectively,
“Opposition”). Defendants have replied. ECF 27
(“Reply”). Plaintiffs' motion for leave to
file a surreply (ECF 28) was granted. ECF 29. The surreply is
docketed at ECF 30.
hearing is necessary to resolve the Motion. See
Local Rule 105.6. For the reasons that follow, I shall grant
the Motion in part and deny it in part.
Factual and Procedural Background
became a member of the Plumbers and Steamfitters Local 486
Union (the “Union”) in November 1979, through
which he became a participant in the Plan. ECF 1,
¶¶ 74, 77. He remained a member of the Union until
June 2009, when he retired from Union employment.
Id. ¶ 76. While a member of the Union he
installed, maintained, and repaired HVAC and refrigeration
systems. Id. ¶ 75. Taylorson, who was born in
1954 (ECF 24-4 at 10), became eligible for a service
retirement in May 2009. ECF 1, ¶ 79.
became a member of the Union in April 1982, through which he
also became a participant in the Plan. ECF 1, ¶¶
20, 22. Like Taylorson, Chavis's Union work was
mechanical in nature, involving installation, repair, and
replacement of HVAC and refrigeration systems. Id.
¶ 21. Chavis, who was born in 1956 (ECF 24-3 at 132),
became eligible for service retirement under the Plan in
October 2011. Id. ¶ 28. He retired from Union
employment on October 29, 2011. Id. ¶ 32.
the Plan, plaintiffs accrued vested benefits for each
“Hour of Service” they worked. Id.
¶¶ 22-24. An “Hour of Service” is
defined in Section 1.15 of the Plan as each hour for which:
(1) “an Employee is paid, or entitled to payment for
the performance of duties in Covered Employment;” (2)
“an Employee is paid or entitled to payment . . . [for]
a period of time in which no duties are performed . . . due
to vacation, holiday, illness, incapacity, . . . layoff, jury
duty, military duty or leave of absence . . .;” or (3)
“back pay, . . . is either awarded or agreed to by the
Employer.” ECF 1, ¶ 24.
contend that, under the terms of the Plan, their retirement
benefits are governed by the terms in effect at the time of
their retirement. Id. ¶¶ 36, 88.
Therefore, they allege that the operative Plan is the
Plumbers and Steamfitters Local 486 Pension Plan, As Amended
and Restated January 1, 2009. Id.
noted, as of May 2009, Taylorson was eligible for a
“Service Retirement” under the Plan, which he
defines as an “unreduced retirement.”
Id. ¶ 79. Around that time, he was offered a
non-Union management position by Johnson Controls
International PLC (“Johnson Controls”).
Id. ¶ 78. Before Taylorson retired from Union
employment, and before accepting other employment, he asked
defendants Troll and Hayes, two fiduciaries of the Plan,
his Plan benefits would be affected if he were to work in a
non-Union management position. Id. ¶ 80. Troll
and Hayes allegedly told Taylorson that such work would have
no impact on his entitlement to Plan benefits. Id.
Taylorson's retirement from Union employment on June 1,
2009, Taylorson began working for Johnson Controls in a
non-Union management position. Id. ¶¶
on June 11, 2009, Taylorson applied for retirement benefits
under the Plan and his application was approved on August 27,
2009. Id. ¶¶ 85-86. Taylorson began
receiving pension payments under the Plan on September 1,
2009. Id. ¶¶ 87, 139.
around the time that Chavis became eligible for
“Service Retirement” under the Plan, Chavis was
also offered a non-Union management position at Johnson
Controls. Id. ¶ 27. Chavis spoke to defendants
Troll and Hayes before accepting Johnson Controls' offer,
and was informed that working in a non-Union position would
not jeopardize his Plan benefits, which he defines as an
“unreduced retirement benefit.” Id.
Chavis's retirement from Union employment on October 29,
2011, he accepted Johnson Controls' non-Union management
position. Id. ¶¶ 31-32. On October 31,
2011, Chavis applied for his pension under the Plan and his
application was approved on December 29, 2011. Id.
¶¶ 34-35. Chavis began receiving pension benefits
under the Plan on January 1, 2012. ECF 1, ¶¶ 37,
September 28, 2012, Kimberly Bradley, Esq., counsel for the
Plan, sent “materially identical” letters to each
plaintiff (the “Suspension Letters”), stating
that their Plan benefits would be suspended. Id.
¶¶ 38, 89. As to Chavis, Bradley wrote, ECF 1,
[T]he Internal Revenue Code provides that a retiree who is
younger than age 62 must have a ‘bona fide
retirement' in order to receive pension benefits from a
qualified plan. 26 USC § 401(a). The IRS requires that
in order to receive a distribution from a qualified plan, you
‘must have experienced a bona fide termination of
employment in which the employer/employee relationship is
completely severed.' IRS Information No.
2000-0245. (Emphasis in original).
Suspension Letter to Taylorson also said, id. ¶
106: “The Pension Fund must
suspend your pension benefits until you reach age
62 or permanently terminate all employment with your
current employer.” (Bold in Complaint).
turned 62 in February 2016. Id. ¶ 108. To my
knowledge, as of the time suit was filed, it does not appear
that Chavis had turned 62 years of age.
Suspension Letters sent to plaintiffs also outlined the
procedure to appeal suspension decisions, and stated that any
appeal would be considered “at the next scheduled
meeting of the Trustees following . . . receipt of [the]
appeal.” Id. ¶¶ 50, 101. On October
30, 2012, Taylorson appealed the suspension of his benefits.
Id. ¶¶ 100, 131. On November 19, 2012,
Chavis appealed the suspension of his benefits. Id.
¶ 49. Both appeals were timely filed. Id.
¶¶ 49, 54, 100.
November 2015, after not receiving a decision regarding his
appeal in over three years, Taylorson sent a letter to the
Plan requesting immediate reinstatement of his benefits. He
also provided notification that he would reach the age of
sixty-two on February 10, 2016. Id. ¶¶
103-04, 108. Defendant Talerico, a Plan fiduciary, responded
on November 12, 2015, denying the request for reinstatement
because Taylorson was engaged in “Unauthorized
Employment.” Id. ¶ 105.
2009 Plan defines “Unauthorized Employment” in
Section 7.06. Id. ¶¶ 43, 94. A person is
engaged in unauthorized employment when
a Pensioner in such month or in such payroll period ending in
a month completes 40 or more Hours of Service in: (i) an
industry in which Employees covered by the Plan were employed
and accrued benefits under the Plan as a result of such
employment at the time that he or she reached Normal
Retirement Age or retired, if earlier; (ii) a trade or craft
in which the Participant or Pensioner was employed at any
time under the Plan; and (iii) the geographic area covered by
the Plan at the time he or she reached Normal Retirement Age
or retired, if earlier.
attached copies of sections 7.06 and 7.07 of the 2016 Plan
document. ECF 1, ¶ 105. The 2016 Plan language regarding
“Unauthorized Employment” does not appear to be
materially different from the provision in the 2009 Plan.
However, as noted, plaintiffs maintain that they are subject
to the 2009 Plan, and not the 2016 Plan. Accordingly,
plaintiffs assert that the 2016 Plan is irrelevant to their
benefits, and by attaching the 2016 Plan, Talerico
misrepresented the terms of the governing Plan. Id.
Troll sent a letter to Taylorson, on February 22, 2016,
notifying him that the Board of Trustees had denied his
appeal of October 20, 2012, on the ground that he was engaged
in unauthorized employment. Id. ¶¶ 110-13.
Plaintiffs assert that the denial again referenced language
that is only found in the 2016 Plan, which is inapplicable to
plaintiffs' appeals, as their appeals are subject to the
2009 Plan. Id. ¶¶ 112, 113.
the time in which Chavis waited for a response to his appeal,
he periodically requested a status update from the Plan
fiduciaries. Id. ¶ 52. Each time he asked for
the update, he was told that the Board of Trustees was still
considering his appeal. Id. ¶ 53. On March 23,
2017, the Board of Trustees denied Chavis's appeal, and
he was notified of the denial on April 4, 2017. Id.
¶¶ 54-55. The denial states, id. ¶
[T]he Trustees have not made a determination regarding the
work that you are performing and whether it constitutes
unauthorized employment under the terms of the Plan, because
the requirements of the Internal Revenue Code do not permit
you to receive a distribution prior to Normal Retirement Age
if you have not incurred a bona fide retirement.
Standard of Review
defendant may test the legal sufficiency of a complaint by
way of a motion to dismiss under Rule 12(b)(6). In re
Birmingham, 846 F.3d 88, 92 (4th Cir. 2017); Goines
v. Valley Cmty. Servs. Bd., 822 F.3d 159, 165-66 (4th
Cir. 2016); McBurney v. Cuccinelli, 616 F.3d 393,
408 (4th Cir. 2010), aff'd sub nom.,
McBurney v. Young, 569 U.S. 221 (2013); Edwards
v. City of Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999).
A Rule 12(b)(6) motion constitutes an assertion by a
defendant that, even if the facts alleged by a plaintiff are
true, the complaint fails as a matter of law “to state
a claim upon which relief can be granted.”
a complaint states a claim for relief is assessed by
reference to the pleading requirements of Fed.R.Civ.P.
8(a)(2). That rule provides that a complaint must contain a
“short and plain statement of the claim showing that
the pleader is entitled to relief.” The purpose of the
rule is to provide the defendants with “fair
notice” of the claims and the “grounds” for
entitlement to relief. Bell Atl. Corp. v. Twombly,
550 U.S. 544, 555-56 (2007).
survive a motion under Fed.R.Civ.P. 12(b)(6), a complaint
must contain facts sufficient to “state a claim to
relief that is plausible on its face.”
Twombly, 550 U.S. at 570; see Ashcroft v.
Iqbal, 556 U.S. 662, 684 (2009) (citation omitted)
(“Our decision in Twombly expounded the
pleading standard for ‘all civil actions' . . .
.”); see also Willner v. Dimon, 849 F.3d 93,
112 (4th Cir. 2017). But, a plaintiff need not include
“detailed factual allegations” in order to
satisfy Rule 8(a)(2). Twombly, 550 U.S. at 555.
Moreover, federal pleading rules “do not countenance
dismissal of a complaint for imperfect statement of the legal
theory supporting the claim asserted.” Johnson v.
City of Shelby, Miss., U.S., 135 S.Ct. 346, 346 (2014)
the rule demands more than bald accusations or mere
speculation. Twombly, 550 U.S. at 555; see
Painter's Mill Grille, LLC v. Brown, 716 F.3d 342,
350 (4th Cir. 2013). If a complaint provides no more than
“labels and conclusions” or “a formulaic
recitation of the elements of a cause of action, ” it
is insufficient. Twombly, 550 U.S. at 555. Rather,
to satisfy the minimal requirements of Rule 8(a)(2), the
complaint must set forth “enough factual matter (taken
as true) to suggest” a cognizable cause of action,
“even if . . . [the] actual proof of those facts is
improbable and . . . recovery is very remote and
unlikely.” Twombly, 550 U.S. at 556 (internal
quotation marks omitted).
reviewing a Rule 12(b)(6) motion, a court “must accept
as true all of the factual allegations contained in the
complaint” and must “draw all reasonable
inferences [from those facts] in favor of the
plaintiff.” E.I. du Pont de Nemours & Co. v.
Kolon Indus., Inc., 637 F.3d 435, 440 (4th Cir. 2011)
(citations omitted); see Semenova v. MTA, 845 F.3d
564, 567 (4th Cir. 2017); Houck v. Substitute Tr. Servs.,
Inc., 791 F.3d 473, 484 (4th Cir. 2015); Kendall v.
Balcerzak, 650 F.3d 515, 522 (4th Cir. 2011), cert.
denied, 565 U.S. 943 (2011). But, a court is not
required to accept legal conclusions drawn from the facts.
See Papasan v. Allain, 478 U.S. 265, 286 (1986).
“A court decides whether [the pleading] standard is met
by separating the legal conclusions from the factual
allegations, assuming the truth of only the factual
allegations, and then determining whether those allegations
allow the court to reasonably infer” that the plaintiff
is entitled to the legal remedy sought. A Society Without
a Name v. Virginia, 655 F.3d 342, 346 (4th. Cir. 2011),
cert. denied, 566 U.S. 937 (2012).
generally do not “‘resolve contests surrounding
the facts, the merits of a claim, or the applicability of
defenses'” through a Rule 12(b)(6) motion.
Edwards, 178 F.3d at 243 (quoting Republican
Party v. Martin, 980 F.2d 943, 952 (4th Cir. 1992)).
However, “in the relatively rare circumstances where
facts sufficient to rule on an affirmative defense are
alleged in the complaint, the defense may be reached by a
motion to dismiss filed under Rule 12(b)(6).”
Goodman v. Praxair, Inc., 494 F.3d 458, 464 (4th
Cir. 2007) (en banc); accord Pressley v. Tupperware Long
Term Disability Plan, 553 F.3d 334, 336 (4th Cir. 2009).
Because Rule 12(b)(6) “is intended [only] to test the
legal adequacy of the complaint, ” Richmond,
Fredericksburg & Potomac R.R. Co. v. Forst, 4 F.3d
244, 250 (4th Cir. 1993), “[t]his principle ...