Hager v. NationsBank N.A.

Revised March 5, 1999
IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
____________________
No. 98-10304
Summary Calendar
____________________
TANIS S HAGER,
Plaintiff-Appellant,
v.
NATIONSBANK NA, A National Banking Association and as Trustee of
the Nationsbank Pension Plan; NATIONSBANK OF TEXAS, NA;
NATIONSBANK CORPORATION PENSION PLAN; NATIONSBANK CORPORATION, as
Administrator of the Nationsbank Corporation Pension Plan;
NATIONSBANK OF NORTH CAROLINA, as Trustee of Nationsbank
Corporation Pension Plan,
Defendants-Appellees.
_________________________________________________________________
Appeal from the United States District Court
for the Northern District of Texas
_________________________________________________________________
February 24, 1999
Before KING, Chief Judge, BARKSDALE and STEWART, Circuit Judges.
PER CURIAM:
Tanis Hager brought suit for benefits to which she contends
she was entitled under the terms of her early retirement plan.
The district court dismissed her claims for failing to exhaust
administrative remedies, relying on Hager’s alleged failure to
present additional information in support of her claim to the
same committee that denied the appeal of her claim. Hager
appeals, arguing that she had no additional information to submit
and that she had exhausted her intra-plan administrative remedies
by filing a claim and then appealing the denial of that claim.
We agree, and therefore reverse the district court’s dismissal of
Hager’s claims and remand for further proceedings.
I. FACTUAL AND PROCEDURAL HISTORY
NationsBank, N.A. (NationsBank) offered Tanis Hager, an
employee of twenty-two years, the option of taking an early
retirement. Hager alleges that she took early retirement in
reliance on a January 30, 1996 memorandum (the January
Memorandum), in which NationsBank stated that, if she retired
early, she would receive a retirement benefit of $1122.59 per
month payable beginning the first month after her retirement date
of March 31, 1996. After Hager retired, NationsBank sent her a
Summary of Plan Benefits memorandum (the Summary Memorandum)
indicating that the benefits payable to Hager with an immediate
payment date would be only $621.90 per month.
Hager filed this action on July 17, 1997, asserting claims
based on the Employee Retirement Income Security Act of 1974
(ERISA), 29 U.S.C. §§ 1001-1461, and pendent state law claims
against the appellees (collectively referred to as NationsBank).
Under ERISA, Hager claimed that she was entitled to recover
denied benefits, that she was entitled to a clarification of her
benefits, and that NationsBank breached its fiduciary duty to
2
her. Her state law claims included claims based on breach of
contract, breach of good faith and fair dealing, breach of
fiduciary duty, promissory estoppel, and misrepresentation. On
October 20, 1997, NationsBank filed a motion to dismiss, arguing
that Hager’s state law claims were preempted by ERISA and that
her ERISA claims should be dismissed because she failed to
exhaust her intra-plan administrative remedies. On February 9,
1998, the district court dismissed each of Hager’s claims against
NationsBank. Hager timely appealed, arguing that the district
court erred in dismissing her ERISA claims. Hager does not
appeal the district court’s dismissal of her state law claims.
II. DISCUSSION
NationsBank argued to the district court that Hager’s ERISA
claims should be dismissed under either Rule 12(b)(1), for lack
of subject matter jurisdiction, or alternatively under Rule
12(b)(6), for failure to state a claim. NationsBank premised its
motion to dismiss on its contention, supported by an affidavit
attached to its motion, that Hager failed to exhaust her
administrative remedies before filing suit. The district court
explicitly relied on NationsBank’s affidavit, as well as on
documents attached to Hager’s complaint, in its opinion
dismissing Hager’s claims for failing to exhaust, thus converting
the 12(b)(6) motion into a 12(c) motion. See FED. R. CIV. P.
12(c); Gutierrez v. City of San Antonio, 139 F.3d 441, 444 n.1
(5th Cir. 1998). We therefore view the district court’s order
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dismissing Hager’s claims as either an order dismissing for lack
of subject matter jurisdiction or as a grant of summary judgment
to NationsBank.1 See Gutierrez, 139 F.3d at 444 n.1; Washington
v. Allstate Ins. Co., 901 F.2d 1281, 1284 (5th Cir. 1990).
We review dismissals for lack of subject matter jurisdiction
and grants of summary judgment de novo. See John G. & Marie
Stella Kenedy Mem’l Found. v. Mauro, 21 F.3d 667, 670 (5th Cir.
1994) (stating that review of dismissal under Rule 12(b)(1) is de
novo); Norman v. Apache Corp., 19 F.3d 1017, 1021 (5th Cir. 1994)
(stating that review of grant of summary judgment is de novo).
We can affirm the district court’s dismissal of Hager’s claims if
dismissal was appropriate on either ground. See United States v.
Real Property Located at 14301 Gateway Boulevard West, 123 F.3d
312, 313 (5th Cir. 1997) (stating that “we will not reverse a
judgment of the district court if it can be affirmed on any
ground, regardless of whether the district court articulated the
ground”); see also Trauma Serv. Group v. United States, 104 F.3d
1321, 1324 (Fed. Cir. 1997) (stating that where district court
1
Where a district court grants a motion styled as a motion
to dismiss, but bases its ruling on facts outside the complaint,
the non-moving party is entitled to the procedural safeguards of
Rule 56. See Washington v. Allstate Ins. Co., 901 F.2d 1281,
1284 (5th Cir. 1990). Here, the district court complied with
these safeguards. Hager received notice that the court could
view NationsBank’s motion as one for summary judgment on October
20, 1997, when NationsBank filed its motion with attached
affidavit, and the district court did not rule on the motion for
over two months. See id.; Isquith v. Middle South Utils., Inc.,
847 F.2d 186, 195-96 (5th Cir. 1988).
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based its decision on both lack of subject matter jurisdiction
and failure to state a claim, it “need only find sufficient
justification for one of these grounds”).
The district court’s dismissal of Hager’s ERISA claims for
failing to exhaust administrative remedies would not have been
proper under either Rule 12(b)(1) or Rule 56. It is true that a
plaintiff generally must exhaust all administrative remedies
afforded by her plan before filing an ERISA claim in federal
court. See Hall v. National Gypsum Co., 105 F.3d 225, 231 (5th
Cir. 1997); Medina v. Anthem Life Ins. Co., 983 F.2d 29, 33 (5th
Cir. 1993). However, our review of the record leads us to
conclude that the district court erred in determining that Hager
failed to exhaust her intra-plan administrative remedies before
filing suit.2
Hager received the Summary Memorandum from NationsBank,
outlining her benefits under her early retirement plan, in August
1996. Hager promptly made a demand for review of the benefits
determination, claiming that the amount of benefits stated in the
Summary Memorandum understated the amount NationsBank originally
informed her she would receive in the January Memorandum. In
support of her claim, Hager sent NationsBank a copy of the
January Memorandum, as well as a letter stating that she had
relied on the January Memorandum in deciding to accept early
2
Neither party introduced a copy of NationsBank’s ERISA
Plan or a Summary Plan Description of NationsBank’s Plan.
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retirement.
On August 26, 1996, NationsBank sent Hager a letter denying
her claim (the Claim Denial Letter). The Claim Denial Letter
stated that the benefits figures in the January Memorandum were
“in error,” that the figures were only an “estimate,” and that
the benefits amounts in the Summary Memorandum were accurate. In
addition, the Claim Denial Letter outlined the process by which
Hager could appeal the denial of her claim. Specifically, the
Claim Denial Letter stated:
We are unable to resolve this issue to your
satisfaction. The standard administrative process has
been exhausted.
If you wish to take further action on this matter, your
next step is to file a formal claim with the Benefits
Appeals Committee and appeal under ERISA regulations.
On September 25, 1996, Hager sent a letter to NationsBank
requesting a review of the denial of her claim, and, on October
23, 1996, Hager sent a formal letter of appeal to NationsBank,
arguing again that the amount of benefits reflected in the
Summary Memorandum was incorrect in light of the January
Memorandum. Hager offered the same two documents in support of
her appeal; she included with her appeal copies of both the
January Memorandum and the letter she had written stating that
she had relied on the higher benefits amount in deciding to
retire early.
The Benefits Appeals Committee denied Hager’s appeal on
January 23, 1997. In the letter Hager’s attorney received
6
denying the appeal (the Appeal Denial Letter), the Benefits
Appeals Committee stated that the level of benefits outlined in
the January Memorandum “exceed the benefits actually due under
the terms of the Plan” and that her claim for “additional
benefits” was therefore denied. At the end of the Appeal Denial
Letter, the Benefits Appeals Committee included the following
paragraph:
If Ms. Hager has any additional information to support
her claim, she may file an appeal to the Committee for
further review. Attached is an appeals form. Any
appeal must be submitted within 90 days of the receipt
of this letter and should provide documentation to
support her position. If you need any additional
information from us to assist you in preparation of any
appeal, please let us know.
The district court relied on this paragraph in the Appeal Denial
Letter in determining that Hager had failed to exhaust her
administrative remedies, stating that because Hager did not file
an additional appeal with the Benefits Appeals Committee, she had
not exhausted her administrative remedies.
We disagree with the district court’s characterization of
the “appeal” offered by NationsBank in the Appeal Denial Letter.
The purpose of this review was only to consider any additional
evidence or documentation Hager had in support of her claim.
Hager had no additional evidence or documentation in connection
with her benefits claim. Her claim rests solely on the January
Memorandum and the accompanying letter indicating her reliance on
the January Memorandum, which she presented initially in support
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of her claim, again in support of the appeal of her claim, and
lastly in support of her ERISA claim in federal court. The
“appeal” offered in the Appeal Denial Letter would not have
provided the Benefits Appeals Committee an opportunity to
reconsider its conclusion that the January Memorandum was not a
binding determination of her early retirement benefits. Hager
therefore exhausted her administrative remedies before filing
suit by filing a claim and then appealing the denial of that
claim to the Benefits Appeals Committee. Cf. Smith v. Retirement
Fund Trust of Plumbing, Heating & Piping Indus. of S. Cal., 857
F.2d 587, 591-92 (9th Cir. 1988) (stating that plaintiff had
exhausted administrative remedies and was not required to request
reconsideration of denial of claim, where plaintiff had presented
most, but not all, evidence presented to district court in
administrative appeals); Long v. Houston Lighting & Power Co.,
902 F. Supp. 130, 132 (S.D. Tex. 1995) (finding that plaintiff
had exhausted administrative remedies by filing claim and later
sending letter to plan administrators indicating plaintiff’s
dissatisfaction with denial of claim). The district court
therefore erred in dismissing Hager’s claims for failing to
exhaust administrative remedies.3
3
Even had Hager failed to exhaust her administrative
remedies, dismissal under Rule 12(b)(1) for lack of subject
matter jurisdiction would have been improper. Exhaustion of
administrative remedies is not a prerequisite to a federal
court’s jurisdiction. See Chailland v. Brown & Root, Inc., 45
F.3d 947, 950 n.6 (5th Cir. 1995); Painter v. Golden Rule Ins.
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III. CONCLUSION
For the foregoing reasons, we REVERSE the judgment of the
district court and REMAND for further proceedings consistent with
this opinion.
Co., 121 F.3d 436, 441 (8th Cir. 1997), cert. denied, 118 S. Ct.
1516 (1998).
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