Knowlton v. Anheuser-Busch Companies Pension Plan , 849 F.3d 422 ( 2017 )

United States Court of Appeals
For the Eighth Circuit
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No. 15-3538
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Brian Knowlton, individually, and On Behalf of All Others Similarly Situated;
Douglas Minerd, individually, and On Behalf of All Others Similarly Situated;
Gary Lensenmayer, individually, and On Behalf of All Others Similarly Situated;
Charles R. Wetesnik, individually, and On Behalf of All Others Similarly Situated;
Nancy J. Anderson; Richard F. Angevine; Joe Mullins; Andy Fichthorn; Donald
W. Mills, Jr.
lllllllllllllllllllllPlaintiffs - Appellees
v.
Anheuser-Busch Companies Pension Plan; Anheuser-Busch Companies, LLC;
Anheuser-Busch Companies Pension Plan Appeals Committee; Anheuser-Busch
Companies Pension Plan Administrative Committee
lllllllllllllllllllllDefendants - Appellants
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No. 15-3851
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Brian Knowlton, individually, and On Behalf of All Others Similarly Situated;
Douglas Minerd, individually, and On Behalf of All Others Similarly Situated;
Gary Lensenmayer, individually, and On Behalf of All Others Similarly Situated;
Charles R. Wetesnik, individually, and On Behalf of All Others Similarly Situated;
Nancy J. Anderson; Richard F. Angevine; Joe Mullins; Andy Fichthorn; Donald
W. Mills, Jr.
lllllllllllllllllllllPlaintiffs - Appellants
v.
Anheuser-Busch Companies Pension Plan; Anheuser-Busch Companies, LLC;
Anheuser-Busch Companies Pension Plan Appeals Committee; Anheuser-Busch
Companies Pension Plan Administrative Committee
lllllllllllllllllllllDefendants - Appellees
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Appeals from United States District Court
for the Eastern District of Missouri - St. Louis
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Submitted: September 22, 2016
Filed: February 22, 2017
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Before RILEY, Chief Judge, MURPHY and SMITH, Circuit Judges.
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RILEY, Chief Judge.
Brian Knowlton and eight other named plaintiffs, individually and on behalf
of those similarly situated, brought this class-action lawsuit under the Employee
Retirement Income Security Act (ERISA), 29 U.S.C. §§ 1001, et seq., against
Anheuser-Busch Companies, LLC, Anheuser-Busch Companies Pension Plan,
Anheuser-Busch Companies Pension Plan Appeals Committee, and Anheuser-Busch
Companies Pension Plan Administrative Committee (collectively, Anheuser-Busch).
Plaintiffs, participants in the Anheuser-Busch salaried employee pension plan, claim
they are entitled to enhanced pension benefits. See id. § 1132(a)(1)(B). This appeal
concerns the interpretation of Section 19.11(f) of that plan. Adopting the reasoning
of the Court of Appeals for the Sixth Circuit in Adams v. Anheuser-Busch Cos., 758
F.3d 743 (6th Cir. 2014), the district court concluded Section 19.11(f) applied,
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entitling plaintiffs to enhanced benefits, and granted judgment on the pleadings. We
affirm in part and reverse in part.
I. BACKGROUND
Plaintiffs are former salaried employees of Busch Entertainment Corporation
(BEC), a subsidiary of Anheuser-Busch Companies LLC, which ran SeaWorld theme
parks. As a subsidiary, BEC was a member of the Anheuser-Busch family of
companies, defined under the plan as the “Controlled Group”—the “group of
corporations, trades and businesses . . . of which the Company [Anheuser-Busch
Companies] is a part, as determined from time to time.”
In November 2008, Anheuser-Busch InBev, N.V. (InBev), combined the
Anheuser-Busch Companies.1 As relevant here, the parties agree the transaction
resulted in a “Change of Control” under the plan. Section 19.11(f) of the Anheuser-
Busch Companies Pension Plan (plan) provides for an enhanced pension benefit for
a plan participant “whose employment with the Controlled Group is involuntarily
terminated within three (3) years after the Change in Control.” It does so by adding
“an additional five (5) years” to the participant’s “Credited Service” for purposes of
calculating the participant’s benefits. At some point in the following year, InBev
announced it was selling BEC to Blackstone Capital Partners V.L.P., to be finalized
on December 1, 2009.
In September 2012, Knowlton and other named plaintiffs in this lawsuit
brought claims to Anheuser-Busch for enhanced pension benefits. They contended
(1) a change in control occurred when InBev combined Anheuser-Busch Companies,
and (2) they were involuntarily terminated from employment with the Controlled
1
The parties describe this transaction differently: Anheuser-Busch alleged the
two entities “combined,” while plaintiffs stated InBev “acquired” Anheuser-Busch
Companies.
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Group when InBev sold BEC, and they were entitled to enhanced benefits under
Section 19.11(f) of the plan.2
The Anheuser-Busch retirement plan administrator denied the claims. The plan
administrator stated the “purpose for the special benefits under Section 19.11(f) is to
provide additional benefits to individuals who are out of work after they involuntarily
lose their employment within three years after a change in control of Anheuser-Busch
Companies.” According to the plan administrator, eligibility for enhanced benefits
under Section 19.11(f) required “an actual break in an individual’s employment,
rather than simply a change in the owner of the entity employing the individual
during a period of continuous employment.” Plaintiffs appealed the denials of
benefits to the Pension Plans Appeals Committee, which upheld the decisions.
Plaintiffs filed this action to obtain enhanced benefits under the plan. See
29 U.S.C. § 1132(a)(1)(B). The district court certified the proposed class under
Federal Rule of Civil Procedure 23(b)(2) for Count I of the consolidated complaint,3
2
Section 19.11(f) provides in relevant part:
The Normal Retirement Benefit, Late Retirement Benefit, Early
Retirement Benefit or Termination Benefit of any Participant under the
Supplement for the Anheuser-Busch Salaried Employees’ Pension Plan
. . . whose employment with the Controlled Group is involuntarily
terminated within three (3) years after the Change in Control . . . shall
be determined by taking into account an additional five (5) years of
Credited Service and, for purposes of Section 4.3 [Early Retirement
Benefits] only, an additional five (5) years of age, and shall in any event
be at least fifteen percent (15%) larger than the Participant’s Normal
Retirement [benefits].
3
The class is defined as:
All persons who were: (a) participants in the Anheuser-Busch
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and plaintiffs moved for partial judgment on the pleadings on Count I, see Fed. R.
Civ. P. 12(c). The district court adopted the Sixth Circuit’s reasoning in Adams,
which presented “the identical issue.” See Adams, 758 F.3d at 745-47. In Adams,
plaintiffs were participants in the plan and former employees of the Metal Container
Corporation, which was an Anheuser-Busch Company until InBev sold it to Ball
Corporation. See id. at 745-46. Applying de novo review, the Sixth Circuit held
Section 19.11(f) was unambiguous and the only plausible interpretation of
“involuntarily terminated” was to read that phrase together in context with the words
preceding it—“whose employment with the Controlled Group is involuntarily
terminated.” See id. at 747-48. The Sixth Circuit concluded the plan administrator’s
denial of benefits was “arbitrary and capricious.” Id. at 748-49.
Three months after the district court entered judgment on the pleadings, the
district court granted Anheuser-Busch’s motion for a final order and stay of judgment
pending appeal.4 Rejecting plaintiffs’ request to calculate the specific amount of
benefits due to each class member, the district court simply ordered Anheuser-Busch
to direct the plan administrator to provide each member of the class with the
enhanced pension benefit under Section 19.11(f). The district court further ordered
Anheuser-Busch to make a remedial back payment with interest to those members of
the class whose benefits had already been paid and to make future pension payments
with the benefit of Section 19.11(f) to those members of the class not yet eligible for
Companies Pension Plan in 2008; (b) employed by Anheuser-Busch
Companies, LLC or any of its operating divisions and subsidiaries (the
“Controlled Group”) on both November 17 and November 18, 2008; and
(c) employed as a salaried employee by Busch Entertainment
Corporation when the sale of Busch Entertainment Corporation to the
Blackstone Group closed on or about December 1, 2009.
4
The amended consolidated complaint originally contained three counts. In this
order, the district court decided the only remaining count, seeking identical relief as
Count I, but for a smaller subset of the class, was moot.
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benefits. The district court stayed its final judgment pending the outcome of any
appeal.
Plaintiffs unsuccessfully moved to alter or amend the district court’s final order
under Federal Rule of Civil Procedure 59(e). The district court emphasized its
previous determination that the plan “will be perfectly capable of calculating and
distributing necessary benefits—including payments it should have already paid out
had it properly interpreted and applied the language of the Plan” and that “the amount
of those payments were not required to be part of the judgment itself.” Anheuser-
Busch filed notice of appeal, and plaintiffs filed notice of a cross-appeal with a
motion to dismiss Anheuser-Busch’s appeal for lack of jurisdiction. We granted
Anheuser-Busch’s motion to take plaintiffs’ motion to dismiss the appeal with the
case.
II. DISCUSSION
A. Plaintiffs’ Motion to Dismiss the Appeal
After the district court denied their Rule 59 motion, citing Eighth Circuit Local
Rule 47A,5 plaintiffs moved to dismiss Anheuser-Busch’s appeal on the basis that the
district court had not yet issued a final order. See 28 U.S.C. § 1291 (providing our
court jurisdiction over “final decisions of the district courts of the United States”
(emphasis added)); see also, e.g., Faysound Ltd. v. Walter Fuller Aircraft Sales, Inc.,
952 F.2d 980, 981 (8th Cir. 1991) (discussing Local Rule 47A). “A final judgment
is one that ‘ends the litigation on the merits and leaves nothing for the court to do but
execute the judgment.’” Borntrager v. Cent. States, Se. & Sw. Areas Pension Fund,
425 F.3d 1087, 1091 (8th Cir. 2005) (quoting Cunningham v. Hamilton County, 527
U.S. 198, 204 (1999)).
5
Eighth Circuit Local Rule 47A(b) states: “The appellee may file a motion to
dismiss a docketed appeal on the ground the appeal is not within the court’s
jurisdiction. . . . The court will consider the motion and enter an appropriate order.”
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Plaintiffs argue Dieser v. Continental Casualty Co. “confirms” the district
court’s order entering judgment was not final because it failed to calculate the
benefits owed to each member of the class. See Dieser v. Cont’l Cas. Co., 440 F.3d
920, 923 (8th Cir. 2006). Unlike the district court in Dieser, where the district court
“orders did not purport to dispose of all issues in the case,” id., here, the district court
issued final relief because it purported to address and resolve all of the issues in the
case, despite plaintiffs’ assertions to the contrary. Cf. Liberty Mut. Ins. Co. v.
Wetzel, 424 U.S. 737, 744 (1976) (“[J]udgments . . . where assessment of damages
or awarding of other monetary relief remains to be resolved have never been
considered to be ‘final’ within the meaning of 28 U.S.C. § 1291.”). Although
plaintiffs contend the order is not final because they were not awarded damages, see
id., the district court considered their argument but decided the nature of their action
was declaratory, and they were not entitled to an award that calculated the benefits
owed. See Welsh v. Burlington N., Inc., Emp. Benefits Plan, 54 F.3d 1331, 1339-40
(8th Cir. 1995) (observing the district court has the power “to determine what benefits
are due [under ERISA] and to award them”). This is different from a case like Dieser,
for instance, where a district court forgoes dispensing with all issues presented in the
case, or where it decides liability but refuses to monetize that award—with the
understanding that there is an award left to be calculated. Cf. Albright v. UNUM Life
Ins. Co. of Am., 59 F.3d 1089, 1092-93 (10th Cir. 1995) (determining the “final order
doctrine” prevented the court from assuming jurisdiction where judgment had been
entered against the defendant in an ERISA claim for disability benefits, but the
district court failed to “address specifically what benefits would be owed to [the
plaintiff]”). We are satisfied we have jurisdiction over this appeal.
B. Section 19.11(f) Enhanced Benefits Eligibility
“We review de novo a grant of a motion for judgment on the pleadings.”
Porous Media Corp. v. Pall Corp., 186 F.3d 1077, 1079 (8th Cir. 1999). “[A] denial
of benefits challenged under § 1132(a)(1)(B) is to be reviewed under a de novo
standard unless the benefit plan gives the administrator or fiduciary discretionary
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authority to determine eligibility for benefits or to construe the terms of the plan.”
Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115 (1989). Where an ERISA-
qualifying plan lends discretionary authority to a plan administrator to determine
participants’ benefits, we review the plan administrator’s decision for an abuse of
discretion. See Rutledge v. Liberty Life Assurance Co. of Bos., 481 F.3d 655, 659
(8th Cir. 2007). Under an abuse-of-discretion review, the plan administrator’s
“interpretation of uncertain terms in a plan” will be upheld if that interpretation was
reasonable. King v. Hartford Life & Accident Ins. Co., 414 F.3d 994, 999 (8th Cir.
2005) (en banc).
Section 14.11 of the plan grants the plan administrator “sole discretion” in the
“interpretation of all Plan provisions,” including whether a “Beneficiary is entitled
to any benefit pursuant to the terms of the Plan.”6 In adopting the reasoning of
Adams, the district court limited its review to the meaning of Section 19.11(f),
without addressing whether Anheuser-Busch’s interpretation of the plan was
reasonable. See Adams, 758 F.3d at 747 (applying de novo review to the question of
whether the “plan language [was] ambiguous”). Finding consideration of the
administrative record unnecessary, the district court determined it need not go
“beyond the words of Section 19.11(f) itself,” see Windstream Corp. v. Da Gragnano,
757 F.3d 798, 803-04 (8th Cir. 2014), and concluded the only reasonable
interpretation of the section entitled plaintiffs to enhanced benefits. Because the
district court did not analyze the rest of the plan or the plan administrator’s written
decision, Anheuser-Busch argues the district court failed to consider the plan as a
whole and was “unaware of the Plan-based support for the Appeals Committee’s
conclusion that Section 19.11(f) was intended to provide enhanced benefits only to
6
Section 14.11 also states, “Any construction of the terms of the Plan for which
there is a rational basis that is adopted by the Plan Administrator shall be final and
legally binding on all parties.”
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those participants who lose their job, and not to participants who continue in the same
job after a transfer.”
Anheuser-Busch proposes Sections 3.1 and 2.5 of the plan, providing
conditions for “Severance from Service Date” and “Employee Transfers and Layoffs,”
respectively, support its argument that Section 19.11(f) was not intended to apply to
plaintiffs because they suffered no break in their employment. Section 3.1 defines
vesting of benefits upon severance, and “include[s] for this purpose a termination of
employment in connection with sale of part or all of its interest in an incorporated or
unincorporated business or assets by a member of the Controlled Group.” Because
this section explicitly defines severance to include a change resulting from an asset
sale, Anheuser-Busch asserts Section 19.11(f) does not include the present situation
because, if it did, the drafters of the plan would have stated it. Section 2.5 states that
a transfer or “other change in . . . employment classification . . . shall [not] be treated
as a Break in Service or a termination of employment.” It also provides that if a
transfer shall result in an employee becoming ineligible for plan participation, that
employee will “no longer accrue any benefits under the Plan.” Here, no one is
alleging plaintiffs were transferred from their former positions. Neither section
demonstrates, as Anheuser-Busch contends, that “termination” should mean “loss of
a job” in the sense that Anheuser-Busch wants us to read it.
Second, Anheuser-Busch argues Section 19.11(f) is ambiguous because it
“reasonably supports multiple interpretations” and the plan administrator’s
interpretation must be upheld if it was reasonable. Anheuser-Busch proposes the
phrase “with the Controlled Group” merely clarifies that the employment referenced
in the section means the job that made the participant eligible for the plan. We do not
dispute the phrase “with the Controlled Group” modifies the type of employment the
plan was describing; however, “involuntar[y] terminat[ion]” of “employment with the
Controlled Group” cannot reasonably be interpreted to exclude the circumstances
present here.
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The phrase, “whose employment with the Controlled Group is involuntarily
terminated,” must be understood by applying the words’ plain meaning. See Johnson
v. Am. United Life Ins. Co., 716 F.3d 813, 819-20 (4th Cir. 2013) (“A paramount
principle of contract law requires us to enforce the terms of an ERISA insurance plan
according to the plan’s plain language in its ordinary sense.” (citation omitted)). As
the Sixth Circuit explained:
Given the fact that “involuntarily terminated” has meaning only
when the thing that is being involuntarily terminated is identified, and
given that the phrase at issue in Section 19.11(f) identifies the thing
being terminated as “employment with the Controlled Group,” it is clear
that when each term in the provision is understood according to its
ordinary meaning, and no term is ignored, eligibility for enhanced
pension benefits pursuant to Section 19.11(f) requires satisfaction of
five elements: (1) that the recipient be a plan participant (2) whose
employment with the Controlled Group (3) is involuntarily terminated
(4) within three years after (5) a change in control.
Adams, 758 F.3d at 748. Plaintiffs here were all salaried participants in the plan, and
on December 1, 2009, when the sale of BEC finalized, “without the plaintiffs’ consent
and for reasons beyond the plaintiffs’ control,” their employment with the Controlled
Group was terminated. Id. at 749. Whether plaintiffs’ employment continued in the
same capacity once they were no longer employed by a member of the Controlled
Group is irrelevant. Cf. Hunger v. AB, 12 F.3d 118, 119, 121 (8th Cir. 1993)
(concluding “under the plain language of the Plan,” employees who “continued to
perform the same jobs” after the division they worked in was sold “were [nonetheless]
no longer employed by [their former employer]”). We agree Section 19.11(f) is
unambiguous.
Even under the deferential abuse-of-discretion standard, a plan administrator
cannot contradict the plain language of an ERISA plan to deny benefits. See Admin.
Comm. of the Wal-Mart Stores, Inc. Assocs.’ Health & Welfare Plan v. Gamboa, 479
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F.3d 538, 542 (8th Cir. 2007) (“An interpretation that conflicts with the plain
language of a health and welfare plan is an abuse of discretion.”). Anheuser-Busch
cannot reasonably interpret Section 19.11(f) to require plan participants to have been
“out of work after they involuntarily lose their employment within three years after
a change in control.” Nor can the plan administrator reasonably infer “an actual break
in an individual’s employment” is required in order for Section 19.11(f) to apply. See
Admin. Comm. of the Wal-Mart Stores, Inc. Assocs.’ Health & Welfare Plan v.
Shank, 500 F.3d 834, 838 (8th Cir. 2007) (“Ordinarily, courts are to enforce the plain
language of an ERISA plan ‘in accordance with its literal and natural meaning.’”
(citation omitted)). For these reasons, we agree with the district court and the Sixth
Circuit’s conclusion that Section 19.11(f) entitles plaintiffs to an enhanced pension
benefit.
Because we affirm the judgment on the merits, we need not consider plaintiffs’
alternative argument to apply collateral estoppel—though we have considered the
potentially inequitable result that could have occurred had we reached the contrary
conclusion. See, e.g., Aldens, Inc. v. Miller, 610 F.2d 538, 541 (8th Cir. 1979)
(“Although we are not bound by another circuit’s decision, we adhere to the policy
that a sister circuit’s reasoned decision deserves great weight and precedential value.
As an appellate court, we strive to maintain uniformity in the law among the circuits,
wherever reasoned analysis will allow, thus avoiding unnecessary burdens on the
Supreme Court docket.”).
C. Cross-Appeal
In their cross-appeal, plaintiffs contend if the district court’s decision was final
and appealable (which we have decided it was), the decision still must be reversed
and remanded because the district court failed to make individual calculations of
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enhanced benefits owed to individual members of the class. In this case, we evaluate
de novo the district court’s chosen remedy.7 See Tussey, 746 F.3d at 338-39.
Before addressing plaintiffs’ argument, a brief retreat into procedural history
is useful. After the Sixth Circuit issued its decision in Adams, plaintiffs moved for
partial judgment on the pleadings as to Count I, asserting all that was left for the
district court to decide was “the amount of the enhanced benefit to be received by
each class member—a determination that can be made only after Defendants respond
to the discovery.” Subsequent to the district court’s grant of partial judgment on the
pleadings and adoption of Adams, Anheuser-Busch moved for final judgment,
claiming Count I had been “decided in full” and attaching an order issued by the
district court in Adams as support. See Adams v. Anheuser-Busch Cos., No. 2:10-ev-
826 (E.D. Ohio Dec. 24, 2014). Upon remand from the Sixth Circuit, the Adams
district court concluded “[t]he relief ordered by the court of appeals can be
accomplished by a judgment ordering the Plan to apply the enhanced benefit
provisions in § 19.11(f) in calculating the pension benefits of class members.”
Adams v. Anheuser-Busch Cos., No. 2:10-ev-826 (E.D. Ohio Nov. 21, 2014). The
Adams district court simply entered judgment ordering “Defendants . . . to cause the
Plan to provide each member of the Amended Proposed Class with the enhanced
pension benefit set forth in Section 19.11(f) of the Plan.” Adams v. Anheuser-Busch
Cos., No. 2:10-ev-826 (E.D. Ohio Dec. 24, 2014).
7
In Tussey v. ABB, Inc., we held de novo review of the district court’s
“‘method of calculating damages’” was appropriate, while the calculations themselves
are “‘reviewed for clear error.’” Tussey v. ABB, Inc., 746 F.3d 327, 338-39 (8th Cir.
2014) (quoting Peabody v. Davis, 636 F.3d 368, 373 (7th Cir. 2011)); see also Brown
v. Aventis Pharm., Inc., 341 F.3d 822, 825 (8th Cir. 2003) (reviewing the amount of
the district court’s award of damages under ERISA for an abuse of discretion).
Whether the district court adequately resolved plaintiffs’ claims is a question that is
“purely legal,” suitable for the “exercise [of] plenary review.” Bd. of Trs. of Trucking
Emps. of N. J. Welfare Fund, Inc.-Pension Fund v. Kero Leasing Corp., 377 F.3d 288,
294 (3d Cir. 2004).
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In response to Anheuser-Busch’s motion, plaintiffs argued the district court
could not issue a final award without a calculation of benefits due to the class in
Count I of the consolidated complaint. Plaintiffs asserted damages could be readily
calculated if discovery proceeded and Anheuser-Busch provided necessary
information about plan participants. Once again mirroring the course of proceedings
in Adams, the district court declined to make any such calculations of benefits owed,
observing plaintiffs had “previously urged this Court to follow the path set forth in
the Adams litigation. Now it is the defendants urging the Court to follow Adams.”
The district court determined (1) it was not possible to calculate “a concrete damages
number” as one-third of the plaintiffs’ class had not yet made an election with regard
to benefits; and (2) the plaintiffs’ consolidated complaint did “not actually seek
‘damages’ but rather . . . [raised] a question of Plan interpretation and [sought] an
order directing application of the plaintiffs’ interpretation of Section 19.11(f).”
While we understand the desire to dispense with the calculations by ordering
the plan administrator to make them, we disagree with the district court’s conclusion
that plaintiffs’ complaint sought only a declaration that Section 19.11(f) applied.
Plaintiffs brought this action under 29 U.S.C. § 1132(a)(1)(B), which authorizes an
action to recover benefits or to enforce and clarify rights under an ERISA-qualifying
plan. “Relief may take the form of accrued benefits due, a declaratory judgment on
entitlement to benefits, or an injunction against a plan administrator’s improper
refusal to pay benefits.” Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 53 (1987). It
is true resolution of Count I depended on an interpretation of the plan, yet, looking
at the prayer of relief in Count I of plaintiffs’ consolidated complaint, plaintiffs
requested the district court:
[e]nter judgment in favor of each named plaintiff and against all the Plan
and Administrators of the Plan for future retirement benefits calculated
on the basis of applying the [Section 19.11(f)] benefit enhancement, and
award them early retirement benefits under Section [19.11](f) of the
Plan . . . with pre-judgment interest on each payment that should have
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been made to them from December 1, 2009 to the date of judgment, and
post-judgment interest, and other such relief as to which they may be
entitled.
In regard to the whole class, plaintiffs requested the district court:
Permit each plaintiff and each class member who would have at any time
prior to the date of judgment qualified for early retirement if his or her
employment with the Controlled Group was treated as terminating on
December 1, 2009 to elect early retirement as of any date after the date
he or she would have first so qualified, and award each who so elects
early retirement benefits under [Section 19.11(f)] of the Plan from and
after the effective date of such election as though he or she had five
additional years of service and five additional years of age, with
prejudgment interest on each payment that should have been made to
him or her from the effective date of such election to the date of
judgment, and post-judgment interest.
(Emphasis added).
Upon examination of these paragraphs in plaintiffs’ prayer for relief in Count
I of the consolidated complaint, plaintiffs made a sufficient request for an actual
award of certain benefits with the application of the enhanced benefit—in addition
to a declaration that Section 19.11(f) applies. See Peabody, 636 F.3d at 373
(“Unsurprisingly, the remedy in a successful action for plan benefits is to receive the
accrued benefits.”). Therefore, we reverse and remand with instructions to reconsider
the plaintiffs’ prayer for relief and, to the extent requested and provable, calculate and
award the benefits owed to plaintiffs by applying Section 19.11(f).
Finally, plaintiffs challenge the district court’s oversight of discovery, arguing
Anheuser-Busch has not yet provided them with necessary information so that the
notice requirement under Federal Rule of Civil Procedure 23(c) can be satisfied. But
see, e.g., Fed. R. Civ. P. 23(c)(2), advisory committee’s note to 2003 Amendment
(explaining while members of a class certified under Rule 23(b)(2) “have interests
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that may deserve protection by notice,” notice is only “expressly require[d] . . . in
actions certified under Rule 23(b)(3)”). “Although broad, the district court’s
authority [to manage class actions] is not without limits. Appellate review is
necessary to assure that the rights of absentee class members are not inundated in the
wake of a district court’s brisk supervision.” Hitt v. Nissan Motor Co. (In re Nissan
Motor Corp. Antitrust Litig.), 552 F.2d 1088, 1096 (5th Cir. 1977). Plaintiffs argue
they are unable to verify that the plan administrator has correctly calculated and
distributed enhanced benefits to those class members who have already elected
benefits because the “vast majority of the class members are not only absent but
unknown.” The district court decided information such as “spreadsheets stating the
names, Plan status, and benefits received and to be received” was “immaterial . . . to
the judgment at issue.” Upon remand, the district court may reconsider whether
certain records will assist in its calculation of the requested benefits. Cf., e.g., Day
v. Celadon Trucking Servs., Inc., 827 F.3d 817, 835 (8th Cir. 2016).
III. CONCLUSION
We affirm in part, reverse in part, and remand for further proceedings
consistent with this opinion.
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