United States District Court, D. Maryland
L. HOLLANDER, UNITED STATES DISTRICT JUDGE
case arises under the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), 29 U.S.C. §
1001 et seq., and primarily concerns a dispute regarding the
calculation of retirement benefits. See ECF 12
(“Amended Complaint”). Plaintiff Ronnie Knepper
accrued pension benefits over the course of his 22-year
employment with Mack Trucks (“Mack”) and its
successor, Volvo Group North America (“VGNA” or
“Volvo”). Various pension plans were in effect
during Knepper's employment.
claims that defendants VGNA and The Volvo Group North America
Retirement Plan (“VGNA Plan”) have “failed
to properly calculate” and pay the pension benefits to
which he is entitled. He alleges that, following his
retirement on August 1, 2013, VGNA “incorrectly”
calculated his “benefits payment amounts and retirement
date” and failed to provide him “with all options
and timing of benefit payments.” ECF 12, ¶ 79.
According to plaintiff, defendants incorrectly used his
earnings from 1987 to 1991 to calculate his benefits under a
non-union contributory plan in which he participated before
he transferred to a union position in 1991.
that plan (hereinafter sometimes called the
“Contributory Plan”), Knepper receives a pension
benefit of $148.53 per month. Id. ¶ 34. But,
Knepper maintains that defendants should have calculated his
pension benefit using his highest average wage from 2005 to
2009, after he transferred to the union benefit plan. This
would yield a monthly benefit of $294.29 under the
Contributory Plan. Id. ¶ 36. In the
alternative, plaintiff seeks “equitable estoppel and
reformation of the Plans to conform to the Defendants'
historical practice” with respect to “similarly
situated participants.” Id. at 13 (Prayer for
also complains that defendants failed to pay him any benefits
under any plan for the first 34 months following his
retirement. Id. ¶¶ 62‒67. In
addition to recovery of those benefits, plaintiff seeks
attorneys' fees and costs. Id. at 13.
on these allegations, the Amended Complaint contains three
counts: “Denial of Benefits and Rights” under
§ 502(a)(1)(B), 29 U.S.C. § 1132(a)(1)(B) (Count
I); “Breach of Fiduciary Duty” under §
502(a)(3), 29 U.S.C. § 1132(a)(3) (Count II); and
Violation of § 502(c), 29 U.S.C. § 1132(c) (Count
III). Id. ¶¶ 76-96. Two exhibits are
appended to the suit.
have moved to dismiss the Amended Complaint pursuant to
Fed.R.Civ.P. 12(b)(6) or, in the alternative, for summary
judgment under Fed.R.Civ.P. 56. ECF 14. The motion is
supported by a memorandum of law (ECF 14-2) (collectively,
the “Motion”) and six exhibits (ECF 14-4-14-9).
Knepper opposes the Motion. ECF 17
(“Opposition”). He argues that the “Motion
is an improper attempt to have the Court make a benefit
determination without the benefit of the full administrative
record.” Id. at 1. Defendants have replied.
hearing is necessary to resolve the Motion. See Local Rule
105.6. For the reasons that follow, I will grant the Motion
in part and deny it in part.
who is “over the age of sixty-five” (ECF 12,
¶ 8), began working for Mack in 1972 and retired from
VGNA on August 1, 2013. Knepper was an employee in the
engineering department. ECF 12-3, ¶3. During that time,
he accrued pension benefits under various pension plans:
Mack's optional Contributory Pension Plan, a part of the
Mack Non-Bargaining Unit Employees Plan (“NBE
Plan”); the Mack/United Auto Workers
(“UAW”) Pension Plan (“UAW Plan”);
and the Volvo Group North America Retirement Plan, also
called the “Cash Balance Plan” (collectively, the
“Plans”). ECF 12, ¶¶ 12, 13, 16, 20,
22. The calculation of benefits issue concerns the
Contributory Plan, which is part of the NBE Plan, and the UAW
Knepper began his employment with Mack in 1972, he was a
“non-union employee.” Id. ¶ 9. From
1972 until approximately June 1991, he “worked in
positions that were not in a collective bargaining
unit.” Id. ¶ 11. From November 1, 1986
through June 9, 1991, Knepper “participated in the
optional” Contributory Plan, which was part of the NBE
Plan. Id. ¶¶ 12, 13. He “contributed
to the Mack Contributory Plan through payroll
deductions.” Id. ¶ 14. Both the
“Contributory Plan” and the
“Non-Contributory Plan, ” referred to in the
Amended Complaint, appear to be part of the NBE Plan.
1991, Knepper's “job at Mack was converted into a
bargaining unit position covered by a collective bargaining
agreement” between Mack and the UAW. Id.
¶ 15. Therefore, after June 9, 1991, he “became an
inactive participant” in the NBE Plan. Id.
¶ 18. Instead, Knepper “became a
participant” in the UAW Plan. Id. ¶ 16.
an inactive participant” in the NBE Plan, Knepper
“no longer contributed” to the NBE Plan, but
“his accumulated funds remained in the plan.”
Id. ¶ 19. Moreover, Knepper “began to
accrue rights to benefits under the Mack/UAW Plan that were
independent from any rights to benefits he had accrued”
under the NBE Plan. Id. ¶ 17.
about May 1, 2000, “VGNA purchased Mack, ” and
all Mack employees, including Knepper, became VGNA employees.
Id. ¶ 21. According to the Amended Complaint,
“in or around 2006, the NBE Plan merged into the VGNA
Plan.” Id. ¶ 22. As a result of this
merger, plaintiff is “now entitled to benefits from the
VGNA Plan.” Id. ¶ 23.
August 1, 2013, Knepper retired from VGNA, after 22 years of
employment with Mack and then VGNA. Id. ¶ 25.
He accepted an early retirement incentive bonus from VGNA,
provided pursuant to a Memorandum of Understanding
(“MOU”) between Mack and the UAW, dated July 2,
2013. Id. ¶¶ 56‒61.
claims that at the time of his retirement, “he was
given incomplete information as to his available retirement
benefits.” Id. ¶ 26. Specifically, he
contends that “Volvo representatives failed to give him
a breakdown of how Volvo had calculated his benefit.”
Id. ¶ 30. According to Knepper, he was not
informed of his right to take his benefits as a lump sum
payment. ECF 12, ¶¶ 52, 53. He also alleges that
Volvo failed to provide him with annual statements from the
NBE Plan after 2003 and did not provide him with Plan
documents prior to 1994, when requested. Id.
¶¶ 54, 55.
result of the allegedly inaccurate, incomplete, and
contradictory information, Knepper “did not sign the
paperwork that VGNA and/or Plan representatives told him he
had to sign to begin receiving benefits.” Id.
¶ 27. Knepper explains that he refused to sign due to
“fear he would arguably be waiving his right to be paid
the correct benefit amounts, ” and consequently he has
“not received the proper benefits from the VGNA Plan or
the predecessor Mack/UAW Plan.” Id. ¶ 28.
respect to the NBE Plan, Knepper contends that defendants
“failed to correctly calculate” his benefit
amount. Id. ¶ 29. He complains that defendants
calculated his benefits under the NBE Plan “by using
wages prior to 1991 to determine his ‘Highest Final
Average Wages.'” Id. ¶ 32. He adds
that defendants “incorrectly used” his wages from
1987 to 1991 (the years he contributed to the NBE Plan), to
calculate a “monthly benefit of $148.53” with
respect to the NBE Plan. Id. ¶ 34. But,
according to plaintiff, the “Highest Final Average
Wages are the five consecutive years with the highest average
wage.” Id. ¶ 33. And, he insists that
defendants should have used his overall
“highest final average wage for the five years leading
up to” his retirement in 2013. Id. ¶ 35.
In his view, based on his wages from 2005 to 2009, he is
entitled to receive $249.29 per month under the NBE Plan.
Id. ¶ 36.
to Knepper's complaint concerning his benefit calculation
is his claim of an alleged conflict between two provisions of
the 2001 NBE Plan: Section 1.26 and Section 5.7. Knepper
asserts that these provisions set forth conflicting
instructions as to how his benefit should have been
calculated. In Knepper's view, his benefit amount should
not have been determined as of 1991, when he became a union
employee. Rather, his earnings after 1994 and through 2013
should have been used for averaging.
first provision, Section 1.26, provides that the final
average compensation is calculated based on income earned
after 1994. Id. ¶ 37. It states, ECF 14-6 at 9:
1.26 “Final Average Compensation” shall
mean a Participant's Compensation averaged over the five
consecutive calendar years after 1994, out of the last 15 (or
fewer) consecutive calendar years after 1994, whichever yield
the highest average.
If a Participant does not have five consecutive calendar
years of Compensation after 1994, his Final Average
Compensation shall be based on his actual years of
Compensation after 1994.
In no event shall Compensation for any Plan Year beginning
before 1994 be used in determining a Participant's Final
V of the 2001 NBE Plan is titled “Calculation Of
Benefits.” Section 5.7 is titled
Transfers.” It provides, in part, ECF 14-6 at
(b) Change in Employment Status. The following rules
shall apply to a Participant whose employment status changes
so that he becomes, or ceases to be, an Employee within the
meaning of Section 1.22:
(1) A participant who ceases to be an Employee but continues
his employment with an Employer shall have his benefit
calculated on the basis of his Years of Credited Service and
his Final Average Compensation as of the date on which he
ceases to be an Employee.
under Section 1.22, “Employee” is defined as
“any employee of an Employer who (a) is not covered by
a collective bargaining agreement, unless the collective
bargaining agreement specifically provides for participation
hereunder . . . .” ECF 14-6 at 8‒9.
to plaintiff, when faced with the seemingly conflicting
provisions, “Volvo has resolved the conflict between
Sections 1.26 and 5.7(b)(1) by applying Section 1.26 and not
applying section 5.7(b)(1) to participants that [sic] ceased
to be an employee prior to 1994.” Id. ¶
39. In support of this contention, Knepper cites a 1997
Summary Plan Description (“SPD”) that stated that
“eligible earnings after January 1, 1995 will be used
to determine your Final Average Earnings when calculating the
amount of your benefit.” Id. ¶ 40.
Further, the SPD provided that the “Final Average
Annual Plan Compensation” for use in calculating
benefits would be determined by “the average of your
Annual Earnings for the five consecutive plan years of the 15
years immediately preceding your retirement date during which
you receive the greatest aggregate amount of
compensation.” Id. ¶ 41.
contends that he “received benefit estimates”
that calculated his benefit using his compensation after he
joined the union. Id. ¶¶ 43, 51. In
addition, he alleges that Volvo “consistently
calculated the benefits of other participants using average
wages at the time of retirement.” Id. ¶
44. This included engineering employees who were similarly
situated to Knepper. Id. ¶ 46.
support of his position, Knepper submitted as an exhibit to
the Amended Complaint the Affidavit of Taylor Searfoss,
Mack's Manager of the Pension and Savings Plan
Administration for Mack from 1987 to 2009. Id.
¶¶ 48, 49. Searfoss avers, ECF 12-3, ¶¶
11. From January 1, 1994, through March 31, 2009, the period
during which I have personal knowledge of the Merged Plan,
pension benefits for Engineering Bargaining Unit Employees
under the Contributory Option were calculated using the Plan
definition of Final Average Plan Compensation, based on
eligible earnings for all of the Employees' years as a
Participant under the Contributory Option.
12. All Engineering Employees who were similarly situated to
Mr. Knepper and who retired before 2009 had their benefits
under the Contributory Option calculated according to the
actuary's determinations . . . and Plan administration
consistent with those determinations.
Knepper claims to have received letters from Volvo indicating
that “his benefits would commence effective August 1,
2013.” Id. ¶ 62. Volvo
“informed” plaintiff “that he could receive
his benefits retroactively to August 1, 2013.”
Id. ¶ 63. Nevertheless, Volvo “began
providing benefits based on a retirement date almost three
years later.” Id. ¶ 65. Thus, Knepper
claims he is owed “thirty four (34) months of
retirement benefits from his Non-Contributory Pension Plan,
his Contributory Pension Plan, and the UAW/Mack Plan.”
Id. ¶ 67.
course of discussions with Volvo, Knepper was allegedly
provided with conflicting and contradictory information.
Id. ¶ 68. Based on this inconsistent
information, Knepper was “unable to properly determine
or reasonably understand the benefits and options to which he
is entitled.” Id. ¶ 69. He alleges that
Volvo, once made aware of the problem, has “refused to
correct, update, or in any way remedy” the conflicting
information. Id. ¶ 70. And, Knepper alleges
that even though he is receiving benefits from his UAW Plan,
the amount is incorrect. Id. ¶¶ 72, 73. He
insists that Volvo is aware of the error and has even once
corrected his benefit amount, but the benefit amount is still
not correct. Id. ¶¶ 74, 75.
pursued an internal appeal to VGNA as to both his benefit
calculation under the NBE Plan and the benefits he claims he
is due from the date of his early retirement to his normal
retirement date. Defendants attached to their Motion a letter
from VGNA, denying Knepper's claim upon review
(“Denial Letter”). EC 14-7.
relevant part, VGNA explained that Section 1.26 refers to the
calculation of non-contributory benefits, and that in the
revision of the 1999 NBE Plan text “all of the
substantive provisions governing the Contributory Benefit
were consolidated [in the 2001 NBE Plan] in a new Article XIV
(see Sections 1.14, 1.15, 5.1, and Article XIV).” ECF
14-7 at 3‒4. The Denial Letter also explained that
Knepper could not rely on the terms of the 1997 SPD to alter
the terms of the NBE Plan. Id. at 4.
Denial Letter acknowledged that Knepper “received
estimates reflecting calculations that took his post-transfer
earnings into account, ” but asserted that benefit
statements “do not qualify as amendments to the plan
terms which ultimately determine participants'
benefits.” Id. at 5. And, VGNA claimed that
Knepper's failure to return the benefits election forms
placed him outside of the limited circumstances under which
VGNA's “administrative practice permits . . .
retroactive commencement” of benefit payments.
Id. VGNA asserted that Knepper's “benefits
may commence effective June 1, 2016, his Normal Retirement
Date. Earlier commencement is prohibited by rules established
by this Committee and incorporated by reference in the plan
terms.” Id. at 6.
attached to the Amended Complaint a letter, from Edward
Macey, Assistant General Counsel of the UAW, to defendants,
dated October 17, 2017. ECF 12-2. Macey asked Volvo to reopen
the request for retroactive benefits, claiming that
“the full scope of Mr. Knepper's situation was not
presented to the Board when his appeal was considered.”
Id. at 2. Moreover, Macey asserted that plaintiff
was erroneously denied pension benefits from August 1, 2013,
until June 1, 2016. Id. at 1.
suit followed. Additional facts are included, infra.
Standard of Review
noted, defendant's Motion is styled as a “Motion to
Dismiss Or, In the Alternative, For Summary Judgment.”
A motion styled in the alternative implicates the court's
discretion under Rule 12(d) of the Federal Rules of Civil
Procedure. See Kensington Vol. Fire Dep't, Inc. v.
Montgomery Cty., 788 F.Supp.2d 431, 436-37 (D. Md.
a court “is not to consider matters outside the
pleadings or resolve factual disputes when ruling on a motion
to dismiss.” Bosiger v. U.S. Airways, 510 F.3d
442, 450 (4th Cir. 2007). However, under Rule 12(b)(6), a
court, in its discretion, may consider matters outside of the
pleadings, pursuant to Rule 12(d). If the court does so,
“the motion must be treated as one for summary judgment
under Rule 56, ” and “[a]ll parties must be given
a reasonable opportunity to present all the material that is
pertinent to the motion.” Fed.R.Civ.P. 12(d). But, when
the movant expressly captions its motion “in the
alternative” as one for summary judgment, and submits
matters outside the pleadings for the court's
consideration, the parties are deemed to be on notice that
conversion under Rule 12(d) may occur; the court “does
not have an obligation to notify parties of the
obvious.” Laughlin v. Metro. Wash. Airports
Auth., 149 F.3d 253, 261 (4th Cir. 1998).
district judge has “complete discretion to determine
whether or not to accept the submission of any material
beyond the pleadings that is offered in conjunction with a
Rule 12(b)(6) motion and rely on it, thereby converting the
motion, or to reject it or simply not consider it.” 5 C
Wright & Miller, Federal Practice & Procedure §
1366 (3d ed. 2018). This discretion “should be
exercised with great caution and attention to the
parties' procedural rights.” Id. In
general, courts are guided by whether consideration of
extraneous material “is likely to facilitate the
disposition of the action, ” and “whether
discovery prior to the utilization of the summary judgment
procedure” is necessary. Id.
judgment ordinarily is inappropriate “where the parties
have not had an opportunity for reasonable discovery.”
Kolon Indus., Inc., 637 F.3d at 448-49. As the
Fourth Circuit has said, when a district judge rules on a
summary judgment motion prior to discovery, it is akin to
“for[cing] the non-moving party into a fencing match
without a sword or mask.” McCray v. Md. Dep't
of Transp., Md. Transit Admin., 741 F.3d 480, 483 (4th
Cir. 2014)); accord Putney v. Likin, 656 Fed.Appx.
632, 639 (4th Cir. 2016) (per curiam).
“the party opposing summary judgment ‘cannot
complain that summary judgment was granted without discovery
unless that party has made an attempt to oppose the motion on
the grounds that more time was needed for
discovery.'” Harrods Ltd. v. Sixty Internet
Domain Names, 302 F.3d 214, 244 (4th Cir. 2002) (quoting
Evans v. Techs. Applications & Serv. Co., 80
F.3d 954, 961 (4th Cir. 1996)). To raise adequately the issue
that discovery is needed, the nonmovant typically must file
an affidavit or declaration pursuant to Rule 56(d) (formerly
Rule 56(f)), explaining why, “for specified reasons, it
cannot present facts essential to justify its opposition,
” without needed discovery. Fed.R.Civ.P. 56(d); see
Harrods, 302 F.3d at 244-45 (discussing affidavit
requirement of former Rule 56(f)).
justify a denial of summary judgment on the grounds that
additional discovery is necessary, the facts identified in a
Rule 56 affidavit must be ‘essential to the [the]
opposition.'” Scott v. Nuvell Fin. Servs.,
LLC, 789 F.Supp.2d 637, 641 (D. Md. 2011) (alteration in
original) (citation omitted). A nonmoving party's Rule
56(d) request for additional discovery is properly denied
“where the additional evidence sought for discovery
would not have by itself created a genuine issue of material
fact sufficient to defeat summary judgment.” Strag
v. Bd. of Trs., Craven Cmty. Coll., 55 F.3d 943, 954
(4th Cir. 1995); see McClure v. Ports, 914 F.3d 866,
874 (4th Cir. 2019); Pisano v. Strach, 743 F.3d 927,
931 (4th Cir. 2014); Amirmokri v. Abraham, 437
F.Supp.2d 414, 420 (D. Md. 2006), aff'd, 266
Fed.Appx. 274 (4th Cir. 2008) (per curiam), cert.
denied, 555 U.S. 885 (2008).
nonmoving party believes that further discovery is necessary
before consideration of summary judgment, the party who fails
to file a Rule 56(d) affidavit does so at his peril, because
“‘the failure to file an affidavit…is
itself sufficient grounds to reject a claim that the
opportunity for discovery was inadequate.'”
Harrods, 302 F.3d at 244 (citations omitted). But,
the non-moving party's failure to file a Rule 56(d)
affidavit cannot obligate a court to issue a summary judgment
ruling that is obviously premature.
the Fourth Circuit has placed “‘great
weight'” on the Rule 56(d) affidavit, and has said
that a mere “‘reference to Rule 56(f) [now Rule
56(d)] and the need for additional discovery in a memorandum
of law in opposition to a motion for summary judgment is not
an adequate substitute for [an] affidavit, '” the
appellate court has “not always insisted” on a
Rule 56(d) affidavit. Id. (internal citations
omitted). According to the Fourth Circuit, failure to file an
affidavit may be excused “if the nonmoving party has
adequately informed the district court that the motion is
premature and that more discovery is necessary” and the
“nonmoving party's objections before the district
court ‘served as the functional equivalent of an
affidavit.'” Id. at 244-45 (internal
has not filed an Affidavit under Rule 56(d). However, in his
opposition, he seeks “limited discovery.” ECF 17
at 1. Moreover, he contends that “the entire record of
the benefit determination” has not been submitted.
Id. at 4. Defendants counter that not only has
Knepper failed to file a Rule 56(d) affidavit, but he has
failed to “specify what discovery he is entitled to,
and to justify its necessity and relevance.” ECF 18 at
12‒13. Because pre-discovery motions for summary
judgement are disfavored, I am satisfied that it is
appropriate to address the Motion as one to dismiss.
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) (per curiam).
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] ...