Susan Black v. Greater Bay Bancorp Plan ( 2019 )

FILED
NOT FOR PUBLICATION
OCT 28 2019
UNITED STATES COURT OF APPEALS MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS
FOR THE NINTH CIRCUIT
SUSAN K. BLACK; et al., No. 18-15296
Plaintiffs-Appellants, D.C. No. 3:16-cv-00486-EDL
v.
MEMORANDUM*
GREATER BAY BANCORP
EXECUTIVE SUPPLEMENTAL
COMPENSATION BENEFITS PLAN;
WELLS FARGO BANK, N.A.,
Defendants-Appellees.
SUSAN K. BLACK; et al., No. 18-15730
Plaintiffs-Appellees, D.C. No. 3:16-cv-00486-EDL
v.
GREATER BAY BANCORP
EXECUTIVE SUPPLEMENTAL
COMPENSATION BENEFITS PLAN;
WELLS FARGO BANK, N.A.,
Defendants-Appellants.
*
This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
Appeal from the United States District Court
for the Northern District of California
Elizabeth D. Laporte, Magistrate Judge, Presiding
Argued and Submitted October 3, 2019
San Francisco, California
Before: W. FLETCHER and PAEZ, Circuit Judges, and CHOE-GROVES,**
Judge.
This case concerns a dispute over the amount of retirement benefits due to
three former executive-level employees of Greater Bay Bancorp (“GBBK”) under
a benefits plan administered by GBBK’s successor, Wells Fargo Bank. The district
court granted summary judgment to defendants Greater Bay Bancorp Executive
Supplemental Compensation Benefits Plan and Wells Fargo Bank (collectively,
“Wells Fargo”) on the employees’ claims under § 502(a)(1)(B) of the Employee
Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1132(a)(1)(B).
The district court then denied Wells Fargo’s motion for attorneys’ fees under §
502(g)(1) of ERISA, 29 U.S.C. § 1132(g)(1). The employees appealed the
disposition of the parties’ cross-motions for summary judgment, and Wells Fargo
appealed the denial of its motion for attorneys’ fees. We affirm both orders.
**
The Honorable Jennifer Choe-Groves, Judge for the United States
Court of International Trade, sitting by designation.
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Susan Black, Steven Smith, and Kimberly Burgess were participants in the
top level of GBBK’s Executive Supplemental Compensation Benefits Plan. The
plan agreement between each of the employees and GBBK includes only two types
of benefits: (1) a normal retirement benefit (or early retirement benefit if an
employee retires before age sixty-two) and (2) a supplemental benefit through a
secular trust. The plan agreement states that the plan provides no death benefits
except for any supplemental benefits provided through the secular trusts. The
secular trust agreements, which are included in each employee’s plan agreement as
an attached schedule, do not mention any death benefits. Instead, they require the
bank to make a series of defined annual contributions to the trusts sufficient to
make specified annual payments to the employees through age eighty-five.
Nonetheless, the employees contend that they are entitled to a guaranteed
death benefit. They contend that Wells Fargo, which succeeded GBBK as plan
administrator when the two banks merged, must fund the secular trusts so they
contain enough money not only for the annual payments, but also to make those
payments without diminishing the value of the whole life insurance policies held
by the trusts as investment vehicles. First, the employees cite summary plan
documents and benefits projections that show a death benefit remaining in the
trusts after the annual payments end. Second, the employees argue that Wells
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Fargo must abide by the decision of the Benefits Determiner the employees
appointed with the trustees of the secular trusts.
We hold that the plan is unambiguous and that it contains no guaranteed
death benefit. We therefore need not resolve the allocation of authority between
the Benefits Determiner and Wells Fargo under the plan agreement. Summary
plan documents and other extrinsic evidence cannot add benefits that appear
nowhere in the plan documents themselves. See CIGNA Corp. v. Amara, 563 U.S.
421, 438 (2011); Mull ex rel. Mull v. Motion Picture Indus. Health Plan, 865 F.3d
1207, 1210 (9th Cir. 2017).
The district court declined to exercise its discretion under § 502(g)(1) to
award Wells Fargo its attorneys’ fees. We will disturb a district court’s decision
on a motion for attorneys’ fees only if the district court “used incorrect legal
standards” or “committed a clear error of judgment.” See Micha v. Sun Life
Assurance of Canada, Inc., 874 F.3d 1052, 1057 (9th Cir. 2017) (internal quotation
marks and citations omitted). In ERISA cases, a district court’s discretion on a
motion for attorneys’ fees must be guided by the five factors announced in
Hummell v. S.E. Rykoff & Co., 634 F.2d 446, 453 (9th Cir. 1980). See Simonia v.
Glendale Nissan/Infiniti Disability Plan, 608 F.3d 1118, 1121 (9th Cir. 2010).
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Here, the district court carefully considered the Hummell factors, and its
conclusion was reasonable.
We decline to address Wells Fargo’s late-raised argument that the fee-
shifting provision in the plan agreement may serve as an independent basis for an
award of fees. See In re Mercury Interactive Corp. Sec. Litig., 618 F.3d 988, 992
(9th Cir. 2010). Wells Fargo’s motion to the district court sought an award of fees
only under § 502(g)(1) of ERISA.
AFFIRMED.
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