Judy Moon v. BWX Technologies, Incorporated

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 13-1888
JUDY L. MOON, individually; JUDY L. MOON, Executor of the
Estate of Leslie W. Moon,
Plaintiffs – Appellants,
v.
BWX TECHNOLOGIES, INCORPORATED; MCDERMOTT INTERNATIONAL,
INCORPORATED; BABCOCK & WILCOX COMPANY; BABCOCK & WILCOX
POWER GENERATION GROUP, INCORPORATED,
Defendants – Appellees.
Appeal from the United States District Court for the Western
District of Virginia, at Lynchburg. Norman K. Moon, Senior
District Judge. (6:09-cv-00064-NKM-RSB)
Argued: May 13, 2014 Decided: July 2, 2014
Before MOTZ, AGEE, and THACKER, Circuit Judges.
Affirmed and remanded with instructions by unpublished per
curiam opinion.
ARGUED: Sidney Harold Kirstein, Lynchburg, Virginia, for
Appellants. Joseph Michael Rainsbury, LECLAIRRYAN, Roanoke,
Virginia, for Appellees. ON BRIEF: Kevin P. Oddo, LECLAIRRYAN,
Roanoke, Virginia, for Appellees.
Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:
Judy L. Moon, individually and as executor of the
estate of Leslie W. Moon (“Appellant”), appeals the district
court’s order granting a motion to dismiss pursuant to Federal
Rule of Civil Procedure 12(b)(6) filed by BWX Technologies, Inc.
(“BWXT”), McDermott International, Inc., Babcock & Wilcox Power
Generation Group, Inc., and Babcock & Wilcox Company
(collectively, “Appellees”). 1 Appellant also appeals the
district court’s denial of her motion for leave to file a second
amended complaint.
Because Appellant has failed to sufficiently allege
that Appellees were acting as fiduciaries under the Employee
Retirement Income Security Act (“ERISA”) at the time of their
allegedly wrongful conduct, we conclude that Appellant has
failed to state a claim for breach of fiduciary duty and
equitable estoppel. Similarly, with respect to Appellant’s
motion for leave to file a second amended complaint, the fact
that Appellees were not ERISA fiduciaries renders Appellant’s
proposed amendment futile. Therefore, we affirm the district
court’s orders and, for the reasons stated below, remand with
instructions.
1
Babcock & Wilcox Power Generation Group, Inc. and Babcock
& Wilcox Company are predecessor companies to BWXT, and BWXT is
a subsidiary of McDermott International, Inc.
2
I.
A.
We set forth the factual underpinning of this case in
detail in our previous opinion disposing of the initial appeal
in this case. See Moon v. BWX Techs., Inc. (“Moon I”), 498 F.
App’x 268, 270-72 (4th Cir. 2012). Therefore, we provide only a
brief recitation of the relevant facts here.
Appellant is the widow of Leslie Moon (“Mr. Moon”) and
is the executor of his estate. Mr. Moon was employed full-time
by BWXT and its predecessor corporations from 1969 until 2005.
On June 1, 2005, Mr. Moon was unable to continue working due to
a severe heart condition, and he received short-term disability
benefits until November 30, 2005. He later applied for long-
term disability benefits, and his application was approved on
December 1, 2005. As of that date, Mr. Moon was no longer
employed with BWXT.
Sometime during his employment in 2005, Mr. Moon
enrolled in various employee benefit programs offered by BWXT,
including life insurance with coverage in the amount of
$200,000.00. The coverage was to become effective January 1,
2006. BWXT verified Mr. Moon’s selection of benefits in a
November 29, 2005 confirmation statement (“2005 Confirmation
Statement”). The 2005 Confirmation Statement, issued several
days before Mr. Moon went on long-term disability, identified
3
the relevant coverage as “Employee Life Insurance” under the
heading “Plan Name.” J.A. 45. 2 The overall group insurance plan
in which BWXT participated, titled “Group Insurance Plan for
Employees of McDermott Incorporated and Participating Subsidiary
and Affiliated Companies,” included a life insurance plan issued
by Metropolitan Life Insurance Company (“MetLife”), which is the
policy at issue in this case (the “MetLife Plan”). See id. at
42. 3
The MetLife Plan is an ERISA-qualified life insurance
plan for BWXT employees. According to the MetLife Plan’s
Summary Plan Description (“SPD”), McDermott Incorporated is the
“Plan Sponsor and Administrator,” and MetLife is the “Claims
Administrator.” J.A. 42. The SPD states that the benefit under
the plan “is administered by MetLife pursuant to a contract with
the Plan Sponsor.” Id. Moreover, in a section entitled “Plan
Administration,” the SPD states, “MetLife has the right to carry
out responsibilities and use maximum discretionary authority
permitted by law.” Id. at 39.
2
Citations to the “J.A.” refer to the Joint Appendix filed
by the parties in this appeal.
3
The Joint Appendix in this appeal contains the MetLife
Plan’s Summary Plan Description. The full MetLife Plan was
filed as part of the Joint Appendix in the first appeal in this
case.
4
On January 13, 2006, BWXT printed, and Mr. Moon
sometime thereafter received, a second benefit confirmation
statement (“2006 Confirmation Statement”) confirming that Mr.
Moon had selected certain employee benefits effective during
2006, including a $200,000.00 life insurance benefit. Notably,
the 2006 Confirmation Statement did not indicate that Mr. Moon
was no longer an employee of BWXT.
In her first amended complaint, Appellant alleged
that, in reliance on the 2006 Confirmation Statement, Mr. Moon
and his family paid life insurance premiums directly to BWXT
during 2006 and that BWXT accepted the payments without
objection. According to Appellant’s complaint, Mr. Moon and
Appellant “reasonably believed that BWXT would provide the
benefits including life insurance benefits” if Mr. Moon made his
premium payments to BWXT. J.A. 51. On November 18, 2006, Mr.
Moon passed away. At the time of his death, the 2006 premium
payments death were in arrears. On November 29, 2006, 11 days
after Mr. Moon’s death, Appellant sent a letter to BWXT and
enclosed a check for $1,173.36, paying the entire balance due.
Thereafter, Appellant made a claim directly to BWXT
requesting payment of the $200,000.00 life insurance benefit.
BWXT denied Appellant’s claim by letter dated April 12, 2007,
stating that under the terms of the MetLife Plan, because Mr.
Moon had ceased active employment with BWXT as a result of
5
permanent disability, he was no longer eligible for group life
insurance coverage. Mr. Moon could have elected to convert his
group policy to an individual policy, in which he would make
premium payments directly to MetLife. However, he did not do
so.
B.
On November 10, 2009, Appellant filed this action in
Virginia state court. Appellant alleged in her original
complaint that Mr. Moon and Appellees entered into an
independent post-employment contract for life insurance benefits
by way of the 2006 Confirmation Statement, and that Appellees
(not MetLife) had an obligation to pay $200,000.00 to Appellant.
Appellees timely removed the case to federal court, asserting
federal question jurisdiction under ERISA. Appellant moved to
remand to case to state court, and the district court denied the
motion, concluding, “although the form of the pleadings suggests
otherwise, the substance of [Appellant’s] claim is revealed as
an attempt to vindicate rights under the group life plan.” Moon
v. BWX Techs., Inc., 742 F. Supp. 2d 827, 836 (W.D. Va. 2010).
Therefore, the district court concluded that federal
jurisdiction was proper.
After the district court denied Appellant’s motion for
remand, Appellant filed a first amended complaint containing the
following four counts: 1) breach of contract; 2) breach of
6
implied or quasi-contract; 3) estoppel; and 4) negligent breach
of ERISA duties. Appellees filed a motion to dismiss the
amended complaint pursuant to Rule 12(b)(6), which the district
court granted. See Moon v. BWX Techs., Inc., No. 6:09-cv-00064,
2011 WL 2670075, at *6 (W.D. Va. July 7, 2011), vacated, Moon I,
498 F. App’x at 276.
Appellant appealed both the district court’s denial of
the motion for remand and the district court’s grant of
Appellees’ motion to dismiss. With respect to the denial of the
motion for remand, we affirmed, concluding, “the district court
did not err in determining that Appellant’s purported state law
claims are actually disguised federal claims arising under
ERISA’s civil enforcement provision.” Moon I, 498 F. App’x at
274. With respect to the district court’s grant of Appellees’
motion to dismiss, we upheld the dismissal of Appellant’s
contract claims under the MetLife Plan. Id. at 274-75. But, we
vacated the district court’s dismissal of Appellant’s claims for
equitable estoppel and breach of fiduciary duty and remanded the
case so the district court could “address anew Appellant’s
claims” in light of CIGNA Corp. v. Amara, 131 S. Ct. 1866(2011), and McCravy v. Metro. Life Ins. Co. (“McCravy II”), 690
F.3d 176 (4th Cir. 2012). Id. at 275-76.
7
C.
On remand to the district court, Appellees filed a
supplemental brief in support of their motion to dismiss
Appellant’s first amended complaint (“Supplemental Brief”). In
their Supplemental Brief, Appellees argued that Appellant’s
equitable estoppel and breach of fiduciary duty claims should be
dismissed because Appellees were not acting as “fiduciaries,” as
that term is defined under ERISA. The district court agreed.
First, the district court noted that a person is an ERISA
fiduciary only to the extent that he exercises discretionary
authority over the plan. See Moon v. BWX Techs., Inc., 956 F.
Supp. 2d 711, 717 (W.D. Va. 2013). The district court then
outlined the allegations in the first amended complaint that
related to Appellees’ alleged wrongdoing and concluded that
these allegations did not involve discretionary acts. See id.
at 718, 719-20. Therefore, the district court held that
Appellant’s equitable estoppel and breach of fiduciary duty
claims failed because Appellees were not acting as ERISA
fiduciaries at the time of the alleged wrongful conduct.
Around the time Appellees filed their Supplemental
Brief, Appellant filed a motion for leave to amend her first
amended complaint. In her proposed second amended complaint,
Appellant sought to add claims for “reformation of contract” and
“surcharge for breach of fiduciary duty,” see J.A. 119-20, as
8
those equitable claims had recently been recognized by the
Supreme Court in the ERISA context in CIGNA Corp. v. Amara, 131
S. Ct. 1866 (2011). The district court denied Appellant’s
motion, holding that such amendment would be futile. See Moon,
956 F. Supp. 2d at 714-17. The district court explained that
the reformation claim failed because Appellant did not
sufficiently allege any type of fraudulent conduct on the part
of the Appellees. Id. at 716. Further, the district court held
that both the reformation and the surcharge claims were futile
because none of the named Appellees were acting as ERISA
fiduciaries when they engaged in the allegedly wrongful acts on
which this action is based. Id. at 716-17.
In the present appeal, Appellant challenges both the
district court’s grant of Appellees’ motion to dismiss
Appellant’s breach of fiduciary duty and equitable estoppel
claims, as well as the district court’s denial of Appellant’s
motion for leave to amend her first amended complaint. We
possess jurisdiction pursuant to 28 U.S.C. § 1291.
II.
We review de novo a district court’s dismissal of a
complaint for failure to state a claim pursuant to Federal Rule
of Civil Procedure 12(b)(6). See Kenney v. Indep. Order of
Foresters, 744 F.3d 901, 905 (4th Cir. 2014). “To survive a
motion to dismiss, a complaint must contain sufficient factual
9
matter, accepted as true, to ‘state a claim to relief that is
plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 554, 570
(2007)).
We review a district court’s denial of a motion for
leave to amend a complaint for abuse of discretion. Drager v.
PLIVA USA, Inc., 741 F.3d 470, 474 (4th Cir. 2014).
III.
A.
We first consider whether the district court erred by
dismissing Appellant’s first amended complaint under Rule
12(b)(6). In her complaint, Appellant alleges Appellees
breached a fiduciary duty, in violation of 29 U.S.C. § 1104,
when BWXT accepted Mr. Moon’s premium payments during 2006
without notifying Mr. Moon that he was no longer eligible for
life insurance benefits under the MetLife Plan. For this
alleged violation of ERISA, Appellant seeks equitable estoppel
under 29 U.S.C. § 1132(a)(3) in the form of an order estopping
Appellees from denying the existence of a life insurance
contract between Mr. Moon and Appellees in the coverage amount
of $200,000.00. For the reasons described below, we conclude
that Appellant has failed to state a claim for breach of
fiduciary duty and, therefore, is not entitled to equitable
estoppel.
10
1.
Pursuant to 29 U.S.C. § 1132(a)(3), ERISA
beneficiaries are empowered “to obtain other appropriate
equitable relief” to redress violations of ERISA or ERISA plans.
See CIGNA Corp. v. Amara, 131 S. Ct. 1866, 1878 (2011) (citing
29 U.S.C. § 1132(a)(3)). The relief authorized is not
“‘appropriate equitable relief’ at large,” Mertens v. Hewitt
Assocs., 506 U.S. 248, 253 (1993) (quoting 29 U.S.C.
§ 1132(a)(3)) (emphasis in original), but rather, only such
equitable relief as will enforce the terms of the ERISA plan at
issue or ERISA itself, see U.S. Airways v. McCutchen, 133 S. Ct.
1537, 1548 (2013). Consequently, inasmuch as Appellant’s claim
for equitable relief under 29 U.S.C. § 1132(a)(3) is available
only to redress violations of ERISA or the MetLife Plan,
Appellant must sufficiently allege such a violation in order to
state a valid claim.
Here, the only alleged ERISA violation in Appellant’s
first amended complaint is Appellees’ purported breach of
fiduciary duty. See 29 U.S.C. § 1104. Appellant must therefore
sufficiently allege that a breach of fiduciary duty has occurred
to demonstrate an entitlement to equitable estoppel under 29
U.S.C. § 1132(a)(3). See McCutchen, 133 S. Ct. at 1548.
To state a claim for breach of fiduciary duty under
ERISA, the threshold question is whether the plaintiff has
11
sufficiently alleged that the defendant was a “fiduciary.” See
Coleman v. Nationwide Life Ins. Co., 969 F.2d 54, 60-61 (4th
Cir. 1992) (“Before one can conclude that a fiduciary duty has
been violated, it must be established that the party charged
with the breach meets the statutory definition of
‘fiduciary.’”). Therefore, if Appellant is unable to
sufficiently allege ERISA fiduciary status as to Appellees, then
there exists no ERISA violation for Appellant to redress and
equitable relief under 29 U.S.C. § 1132(a)(3) is unavailable.
Both aspects of Appellant’s claim -- the alleged ERISA violation
and the remedy sought -- hinge on whether Appellees were ERISA
fiduciaries. 4
Under ERISA, “a person is a fiduciary with respect to
a plan to the extent” that:
(i) he exercises any discretionary authority or
discretionary control respecting management of such
plan or exercises any authority or control respecting
management or disposition of its assets;
(ii) he renders investment advice for a fee or other
compensation, direct or indirect, with respect to any
4
This is not to say that only ERISA fiduciaries may be sued
under 29 U.S.C. § 1132(a)(3). See Harris Trust & Sav. Bank v.
Salomon Smith Barney, Inc., 530 U.S. 238, 241 (2000) (holding
that the authorization under 29 U.S.C. § 1132(a)(3) “extends to
a suit against a nonfiduciary ‘party in interest’ to a
transaction barred by [29 U.S.C. § 1106(a)]”); see also id. at
246 (explaining that 29 U.S.C. § 1132(a)(3) “admits of no limit
. . . on the universe of possible defendants”).
12
moneys or other property of such plan, or has any
authority or responsibility to do so; or
(iii) he has any discretionary authority or
discretionary responsibility in the administration of
such plan.
29 U.S.C. § 1002(21)(A). In summarizing this definition, we
have observed that an ERISA fiduciary is “any individual who de
facto performs specified discretionary functions with respect to
the management, assets, or administration of a plan.” Custer v.
Sweeney, 89 F.3d 1156, 1161 (4th Cir. 1996). Simply because an
employer is an ERISA plan sponsor does not automatically convert
the employer into a plan fiduciary. Beck v. PACE Int’l Union,
551 U.S. 96, 101 (2007) (noting that in a situation where an
employer is both a plan sponsor and a plan administrator, the
employer’s “fiduciary duties under ERISA are implicated only
when it acts in the latter capacity”). Indeed, because the
definition of ERISA fiduciary “is couched in terms of functional
control and authority over the plan,” we must “examine the
conduct at issue when determining whether an individual is an
ERISA fiduciary.” Wilmington Shipping Co. v. New England Life
Ins. Co., 496 F.3d 326, 343 (4th Cir. 2007) (internal quotation
marks omitted); see also LoPresti v. Terwilliger, 126 F.3d 34,
40 (2d Cir. 1997) (“Unlike the common law definition under which
fiduciary status is determined by virtue of the position a
person holds, ERISA’s definition is functional.” (internal
13
quotation marks omitted)). Therefore, “an individual or entity
can still be found liable as a ‘de facto’ fiduciary if it lacks
formal power to control or manage a plan yet exercises
informally the requisite ‘discretionary control’ over plan
management and administration.” Wright v. Or. Metallurgical
Corp., 360 F.3d 1090, 1101-02 (9th Cir. 2004).
2.
Appellant argues that her first amended complaint
sufficiently alleges that Appellees were ERISA fiduciaries.
Appellant advances several theories in attempt to support this
contention, none of which are persuasive.
a.
First, Appellant highlights her conclusory allegation
in Paragraph 33 of the first amended complaint, which states
that Appellees had “discretionary authority under ERISA to
create and manage the benefit plan offered [to] Mr. Moon and
that [Appellees] were therefore ERISA fiduciaries as to this
Plan.” J.A. 54, ¶ 33. Critically, however, the “plan”
referenced in Paragraph 33 is not the MetLife Plan. Rather, it
is the “written offer to Mr. Moon” in the 2006 Confirmation
Statement that, according to Appellant, “constituted a proposal
for life insurance benefits separate from the MetLife Plan.”
Id. ¶ 32 (emphasis supplied).
14
We have already addressed and rejected this line of
argument in the first appeal in this case, where we held that
the 2006 Confirmation Statement and Mr. Moon’s payment of
premiums directly to BWXT did not create any kind of
“independent contract for benefits” between Mr. Moon and BWXT.
Moon I, 498 F. App’x 268, 274 (4th Cir. 2012). Because we
previously concluded that “Appellant’s claims for an entitlement
to benefits are governed by the language of the [MetLife] Plan,”
id., Appellees’ purported status as ERISA fiduciaries must be
analyzed with respect to their actions relating to the MetLife
Plan. Accordingly, Appellant’s argument that the allegation in
Paragraph 33 of the first amended complaint sufficiently alleges
that Appellees were ERISA fiduciaries fails.
b.
Nonetheless, Appellant contends that her first amended
complaint sufficiently alleges that Appellees were “de facto”
ERISA fiduciaries. As noted, because the definition of an ERISA
fiduciary “is couched in terms of functional control and
authority over the plan,” we must “examine the conduct at issue
when determining whether an individual is an ERISA fiduciary.”
Wilmington Shipping, 496 F.3d at 343 (internal quotation marks
omitted). After reviewing the first amended complaint, the
alleged conduct at issue that possibly raises a claim for breach
of fiduciary duty is based on BWXT’s acceptance of Mr. Moon’s
15
premium payments during 2006, as well as BWXT’s failure to
notify Mr. Moon that he was no longer eligible for life
insurance benefits under the MetLife Plan. Specifically, the
first amended complaint alleges:
34. As fiduciaries under ERISA for such Plan,
[Appellees] had a duty to Mr. Moon to truthfully
and accurately advise Mr. Moon if he was
ineligible for life insurance benefits within a
reasonable time after receiving monthly payments
from Mr. Moon for said benefits, if [Appellees]
knew or should have known that Mr. Moon was
ineligible for life insurance benefits.
. . .
36. [Appellees] . . . negligently or intentionally
breached the duty they owed to Mr. Moon under
ERISA to advise him of his ineligibility for life
insurance benefits and their conduct, in fact,
caused Mr. Moon to believe he had procured said
benefits.
J.A. 54-55. Given these allegations, Appellant has sufficiently
stated a claim for breach of fiduciary duty only if accepting
payments and advising plan participants about eligibility for
benefits constitute “discretionary functions with respect to the
management, assets, or administration of a plan.” Custer, 89
F.3d at 1161.
To determine whether the alleged acts qualify as
discretionary, we look to the Department of Labor’s (“DOL”)
regulation entitled “Questions and answers relating to fiduciary
responsibility under [ERISA]” for guidance. See 29 C.F.R.
§ 2509.75-8. In this regulation, the DOL explains, “a person
16
who performs purely ministerial functions . . . within a
framework of policies, interpretations, rules, practices and
procedures made by other persons is not a fiduciary.” Id.§ 2509.75-8(D-2). The following are several examples of
administrative or ministerial functions that are not considered
discretionary: “[o]rientation of new participants and advising
participants of their rights and options under the plan”;
“[c]ollection of contributions and application of contributions
as provided in the plan”; “[p]reparation of reports concerning
participants’ benefits”; and “[p]rocessing of claims.” Id.
Based on the DOL regulation, BWXT’s acceptance of Mr.
Moon’s premium payments during 2006, as well as its failure to
notify Mr. Moon that he was no longer eligible for life
insurance benefits under the MetLife Plan, were not
“discretionary functions with respect to the management, assets,
or administration of a plan.” Custer, 89 F.3d at 1161. Rather,
these actions are more akin to “[c]ollection of contributions”
and “advising participants of their rights and options under the
plan,” which are purely administrative functions. See 29 C.F.R.
§ 2509.75-8(D-2). The district court thus correctly concluded
that Appellees were not ERISA fiduciaries.
Appellant attempts to bring Appellees’ actions within
the realm of “discretionary” acts by arguing that “BWXT alone
reviewed and investigated” Appellant’s claim for life insurance
17
benefits and “alone declined to pay the claim.” Appellant’s Br.
18. Appellant then cites 29 C.F.R. § 2509.75-8 and argues that
BWXT is an ERISA fiduciary because it had “final authority to
authorize or disallow benefit payments in cases where a dispute
exists.” 29 C.F.R. § 2509.75-8(D-3). This argument is without
merit. As explained, “a party is a fiduciary [under ERISA] only
as to the activities which bring the person within the
definition.” Coleman, 969 F.2d at 61. Here, the alleged
activities that support Appellant’s claim for breach of
fiduciary duty are BWXT’s acceptance of Mr. Moon’s premium
payments without advising him that he was not eligible for group
life insurance under the MetLife Plan. This is a far cry from
the purported discretionary handling and unilateral denial of
Appellant’s life insurance claim under the MetLife Plan.
Moreover, in “denying” Appellant’s life insurance claim, BWXT
was not exercising any discretionary authority to “authorize or
disallow benefit payments” of MetLife Plan assets. See 29
C.F.R. § 2509.75-8(D-3). Rather, BWXT was “advising [Appellant]
of [her] rights and options under the plan,” id. § 2509.75-8(D-
2) -- i.e., that Mr. Moon was not eligible for group life
insurance benefits under the terms of the MetLife Plan -- which
the DOL considers an administrative function. Therefore,
Appellant’s argument in this regard likewise fails.
18
c.
Appellant next argues that the terms of the MetLife
Plan documents themselves confer ERISA fiduciary status on
Appellees. Appellant notes several times in her brief that BWXT
was the “Plan Administrator” and that, by virtue of this
position, BWXT’s receipt of premium payments and its failure to
notify Mr. Moon of his ineligibility for group life insurance
benefits was a breach of fiduciary duty. 5 However, the text of
the MetLife Plan’s SPD belies Appellant’s argument.
The SPD identifies an entity called “McDermott
Incorporated” -- not McDermott International, Inc. or BWXT -- as
“Plan Sponsor and Administrator.” See J.A. 42. 6 This is
directly contrary to Appellant’s assertions that BWXT is named
5
For Appellant’s argument to succeed, the MetLife Plan
itself would have to provide BWXT with discretionary authority
with respect to management, assets, or administration of the
plan -- the mere title of “Plan Administrator” is insufficient.
See Coleman, 969 F.2d at 61 (looking to the duties outlined in
the plan documents to determine whether they confer
discretionary authority or responsibility on the purported plan
fiduciary); see also Estate of Weeks v. Advance Stores Co., 99
F. App’x 470, 476 (4th Cir. 2004) (unpublished per curiam)
(“[O]ur determination of whether a person qualifies as an ERISA
fiduciary is based on a person’s job activities rather than job
title.”).
6
Appellant named McDermott International, Inc. as a party
to this litigation rather than McDermott Incorporated.
Nevertheless, as explained below, even if Appellant had named
the correct entity, the MetLife Plan confers discretionary
authority on MetLife, not BWXT or any other Appellee.
19
as “Plan Administrator.” In addition, the SPD lists MetLife as
the “Claims Administrator,” and in a section called “Type of
Administration,” the SPD states, “[t]his benefit is administered
by MetLife pursuant to a contract with the Plan Sponsor.” Id.
(emphasis supplied). Furthermore, in a section called “Plan
Administration,” the SPD explicitly states that “MetLife has the
right to carry out responsibilities and use maximum
discretionary authority permitted by law.” Id. at 39 (emphasis
supplied). The section continues, noting that these rights and
responsibilities include the following:
• Interpret, construe and administer the plan;
• Make determinations regarding plan participation,
enrollment and eligibility for benefits;
• Evaluate and determine the validity of benefit
claims; [and]
• Resolve any and all claims and disputes regarding
the rights and entitlements of individuals to
participate in the plans and to receive benefits
and payments pursuant to the plans.
Id. at 39-40. Based on the SPD, it could not be more clear that
if the MetLife Plan itself confers discretionary authority on a
particular entity, that entity is MetLife -- not BWXT or any
other named Appellee. Accordingly, Appellant’s contention that
BWXT is the “Plan Administrator,” and therefore an ERISA
fiduciary, fails.
d.
Finally, Appellant contends the district court erred
by failing to apply the equitable remedies and principles
20
announced by the Supreme Court in CIGNA Corp. v. Amara, 131 S.
Ct. 1866 (2011), when it granted Appellees’ motion to dismiss.
This argument makes little sense. The Supreme Court’s decision
in Amara “stands for the proposition that remedies traditionally
available in courts of equity, expressly including estoppel and
surcharge, are indeed available to plaintiffs suing fiduciaries
under Section 1132(a)(3).” McCravy II, 690 F.3d at 181.
However, because 29 U.S.C. § 1132(a)(3) authorizes appropriate
equitable relief only to redress violations of ERISA or an ERISA
plan, see McCutchen, 133 S. Ct. at 1548, the threshold inquiry
here is whether Appellant has sufficiently alleged such a
violation. As explained, Appellant has not. Therefore, there
simply is no ERISA violation on which Appellant can hinge an
entitlement to the equitable remedies described in Amara.
In sum, Appellant’s claim for breach of fiduciary duty
and for equitable estoppel both fail because Appellant has
failed to allege sufficient facts to show that any of the
Appellees were ERISA fiduciaries with respect to Mr. Moon or
Appellant. Therefore, the district court correctly dismissed
Appellant’s first amended complaint.
B.
We next consider whether the district court erred by
denying Appellant’s motion for leave to amend the complaint
after concluding that the amendment would be futile. In her
21
proposed second amended complaint, Appellant sought to add
claims for “reformation of contract” and “surcharge for breach
of fiduciary duty,” noting that those equitable claims had
recently been recognized by the Supreme Court in the ERISA
context in CIGNA Corp. v. Amara, 131 S. Ct. 1866 (2011). The
district court correctly denied this proposed amendment as
futile because Appellees were not ERISA fiduciaries.
Under Federal Rule of Civil Procedure 15(a)(2), the
“‘grant or denial of an opportunity to amend [a complaint] is
within the discretion of the District Court.’” Scott v. Family
Dollar Stores, Inc., 733 F.3d 105, 121 (4th Cir. 2013) (quoting
Foman v. Davis, 371 U.S. 178, 182, (1962)). A district court’s
denial of leave to amend is appropriate when “(1) ‘the amendment
would be prejudicial to the opposing party;’ (2) ‘there has been
bad faith on the part of the moving party;’ or (3) ‘the
amendment would have been futile.’” Scott, 733 F.3d at 121
(quoting Laber v. Harvey, 438 F.3d 404, 426–27 (4th Cir. 2006)).
Again, the threshold inquiry under 29 U.S.C.
§ 1132(a)(3) is whether Appellant has sufficiently alleged a
violation of ERISA or an ERISA plan. See McCutchen, 133 S. Ct.
at 1548. As described at length above, Appellant has failed to
state a claim for breach of fiduciary duty because she has not
sufficiently alleged that Appellees were acting as ERISA
fiduciaries when they performed the allegedly wrongful acts
22
giving rise to this action. Therefore, there is no ERISA
violation that could be redressed by the equitable remedies of
reformation of contract or surcharge for breach of fiduciary
duty. Accordingly, the district court did not abuse its
discretion when it concluded that Appellant’s proposed second
amended complaint would be futile and denied Appellant’s motion
for leave to amend her first amended complaint. 7
C.
As for the premium payments that Mr. Moon made to BWXT
for benefits under the MetLife Plan during 2006 -- benefits for
which Mr. Moon was not eligible -- counsel for Appellees
acknowledged at oral argument that Appellant is entitled to an
immediate return of those premium payments with interest, and
agreed that BWXT would refund such payments. See Oral Argument
at 16:02–16:26, 21:27-21:34, Moon v. BWX Techs., Inc., No. 13–
1888 (May 13, 2014), available at http://www.ca4.uscourts.gov/
oral-argument/listen-to-oral-arguments. In light of Appellees’
counsel’s representations to this court, we will remand the case
for the district court to: (1) determine the amount of premiums
7
Appellant acknowledges, “[a]ssuming arguendo that the
district court was legally correct in finding that the pleadings
themselves did not and could not allege ERISA fiduciary or de
facto fiduciary status as to BWXT, then [the denial of the
motion for leave to amend] would be correct.” See Appellant’s
Br. at 26.
23
owed to Appellant, and (2) enter an order directing Appellees to
repay that amount with interest.
IV.
For the reasons stated, we affirm both the district
court’s grant of Appellees’ motion to dismiss and the district
court’s denial of Appellant’s motion for leave to amend her
first amended complaint. We also remand the case to the
district court with instructions to determine the amount of
premiums owed to Appellant and to enter an order directing
Appellees to repay that amount with interest.
AFFIRMED AND REMANDED WITH INSTRUCTIONS
24