United States District Court, E.D. Michigan, Southern Division
ANDRE L. CLARK, Plaintiff
FORD MOTOR COMPANY and FORD MOTOR COMPANY GENERAL RETIREMENT PLAN, Defendants.
OPINION AND ORDER GRANTING IN PART AND DENYING IN
PART DEFENDANTS' PARTIAL MOTION TO DISMISS PURSUANT TO
FED. R. CIV., P. 12(B)(6) (ECF NO. 15)
D. BORMAN UNITED STATES DISTRICT JUDGE.
action, Plaintiff Andre L. Clark asserts claims against his
former employer, Ford Motor Company ("Ford"), and
the Ford Motor Company Genera! Retirement Plan ("the
Plan"), under the Employee Retirement Income Security
Act ("ERISA"), 29 U.S.C. § 1001, et
seq, for wrongful denial of benefits, equitable
estoppel, breach of fiduciary duty, and interference with
benefits. Plaintiff claims that Ford wrongfully refused to
credit him with contributions to the Ford Contributory
Service Fund ("CSF") from 2004 to 2017, resulting
in reduced benefits under the Plan, and that Defendants'
responses to his demands for these additional contributions,
and his purported reliance on them, discouraged him from
taking advantage of various separation programs and packages
offered by Ford. Defendants now move to partially dismiss
Plaintiffs First Amended Complaint pursuant to Fed.R.Civ.P.
12(b)(6), arguing that Plaintiffs breach of fiduciary duty
claim under ERISA Section 502(a)(2) (Count II) and his ERISA
Section 502(a)(3) claim for equitable estoppel (in Count 171)
should be dismissed, and that his ERISA Section 502(a)(3)
claim for breach of fiduciary duty (Count III) should be
partially dismissed. This matter is fully briefed and the
Court held a hearing on December 19, 2019, For the reasons
that follow, Defendants' motion is GRANTED IN PART and
DENIED IN PART.
FACTUAL AND PROCEDURAL BACKGROUND
Plaintiffs First Amended Complaint
Plaintiffs Employment with Ford and Participation in the
is a former Ford Motor Company ("Ford") employee
and a Ford Motor Company General Retirement Plan (the
"Plan") participant, having worked for Ford from
December 1986 to May 2019. (EOF No. 14, First Amended
Complaint ("FAC") ¶¶ 7, 17, 1.29-31.) At
the beginning of Plaintiff s employment, he elected to
participate in the Contributory Service Fund
("CSF"), a fund within the Plan, which would deduct
1.5% from each of Plaintiffs paychecks and place those funds
into the CSF on Plaintiffs behalf as an investment for his
retirement. (Id. ¶ 44.) According to Plaintiff,
"[t]he [CSF] is the main element of Ford's
secure-retirement promise to its employees," and the
Plan's Summary Plan Description states:
"Contributing to the Plan can significantly increase the
amount of your retirement benefits. These increased benefits
are not paid if you do not make contributions."
(Id. ¶| 45.) Deductions were taken from
Plaintiffs paycheck, in accordance with the CSF, from 1986
until April 2004, and then resumed in 2017. (Id.
¶ 46.) However, Plaintiff asserts that he believed he
was a continuous participant in the CSF during the entirety
of his employment with Ford. (Id. ¶ 47.)
The 2017 Ford "Special Incentive Program"
2017, Ford offered select employees, including Plaintiff, the
opportunity to voluntarily separate under its Special
Incentive Program ("SIP"). (Id. ¶
48.) Under the SIP, employees who elected to separate would
receive, among other things, eighteen months of salary in
addition to other separation benefits available to them.
(Id. ¶ 49.) Plaintiff asserts that this offer
amounted to at least an additional $200, 000.00 in value upon
electing retirement, and he initially accepted the SIP offer.
(Id. ¶¶ 50-51.) Because the SIP
"election documents included a full liability
release," Plaintiff was advised to review his benefit
calculations before signing, (Id. ¶ 52.)
Plaintiff called Ford's in-house benefit management
company, the National Employee Services Center
("NESC"), requesting a calculation of his pension
benefits. (Id. ¶ 53.) The benefits calculation
was allegedly lower than Plaintiff projected, (Id.
¶¶ 54-55, ) When Plaintiff called the NESC to
discuss the calculation, he was informed that his CSF
deductions ceased after March 2004 because records indicated
that he had opted out of the CSF at that. time. (Id.
¶¶ 57-58.) According to Plaintiff, prior plan
documents stated that opting out of the plan requires written
forms to disenroll from contributing to the CSF, stating in
part: "You may stop your contributions by completing a
form and returning it to your benefit representative."
(Id. ¶ 59, citing Ex. 2 to FAC (Excerpt from
the Ford Motor Company General Retirement Plan, dated
November 1985), ECF No. 14-3, at 2, PgID 120.) The NESC
representative told Plaintiff that they has a copy of his
signed "opt-out" card and would forward that
document to him. (FAC ¶ 58.)
SIP Package election-revocation deadline expired on July 31,
2017. (Id. ¶ 60.) Plaintiff emailed the NESC
regarding the impending deadline on July 24 and July 25
regarding the "urgency to a resolution of the CSF
matter." (Id. ¶¶ 61-62.) He then met
with Adam Blake, a Ford Human Resources representative, on
July 31, who allegedly "informed Plaintiff that if he
wanted to retire under the SIP offer, he would be accepting
his current pension calculations as they were, however if he
revoked his election of the SIP offer, and remained
employed with Ford, they would 'work on fixing
it.'" (Id. ¶¶ 63-64.) Plaintiff
also wrote to Fowl's Chairman, Bill Ford, to explain the
situation and request assistance, (Id. ¶ 65.)
Plaintiff subsequently revoked his SIP acceptance that same
day, without receiving a response, (Id. ¶ 66.)
Plaintiffs Claim for CSF Contributions
same time, Plaintiff also submitted a claim to Ford MR for
the missing CSF contributions and service credits, as well as
interest from 2004 to July 2017. (Id. ¶ 67.)
Ford acknowledged receipt of Plaintiffs claim on August 7,
2017, and his CSF deductions resumed in August 2017.
(Id. ¶¶ 70-71.) In October or November
2017, Plaintiff spoke with a NESC representative and was
informed that his claim for additional CSF benefits was
"still open" and "in process."
(Id. ¶ 73.)
The 2018 Retirement Buy-Out Package and Denial of Claim for
2018, Ford offered "select employees," including
Plaintiff, another "buy-out package  like the SIP
[offer], ” (Id. ¶ 75.) Upon learning of
the new buyout package, Plaintiff asked the NESC about the
status of his claim, at which time he was informed that it
had been closed. (Id. ¶ 76.) Ken Mitchell,
Ford's pension manager, informed Plaintiff by phone on
July 18, 2018 that a letter denying his claim had been issued
in December 2017 or January 2018 (the "Initial Claim
Denial Letter"). (Id. ¶ 77.) Plaintiff
alleges, however, that he never received the denial letter
and that it had not been uploaded to the NESC portal which
was intended to be used for employee benefits-related
correspondence. (Id. ¶ 78.) In fact, upon
further inquiry by Plaintiff, the NESC informed him that it
did not have access to any letter regarding a determination
of his claim for CSF contributions. (Id. ¶ 80.)
Plaintiff did not receive the Initial Claim Denial Letter
until "at some point" in July or August 2018.
(Id. ¶ 83.) The Initial Claim Denial Letter
explained that Ford's "records indicate that you
stopped contributing to the Plan on April 1, 2004." and
that Ford could not grant "Contributory Service for any
period in which contributions were not made to the
Plan." (Id. ¶ 84.)
Retirement Benefit Committee (the "Committee")
issued an appeal denial in September 2018, and a November
2018 letter informed Plaintiff that the appeal denial was
"final, conclusive and binding." (Id.
¶¶ 85, 91.) After receiving the November 2018
letter, Plaintiff retained legal counsel, who issued an ERISA
request to Ford for all relevant Plan communications and Plan
documents. (Id. ¶¶ 91-92.) Plaintiff
claims that he did not receive a copy of the September 2018
appeal denial until it was mailed to his legal counsel in
March 2019 and that it "is a near duplicate of the
initial Claim Denial Letter." (Id. ¶¶
85, 87.) In March 2019, Plaintiff filed a second appeal with
the Committee, which was denied in an April 8, 2019 letter
stating that "Plan provisions do not permit...
Contributory Service credit, for the period during which
[Plaintiff] chose not to contribute to the Plan."
(Id. ¶¶ 96, 121-22.)
Plaintiffs Lawsuit and Termination
13, 2019, Plaintiff filed this lawsuit. (ECF No. 1,
Complaint.) On May 21, 2019, his employment with Ford was
terminated through a group involuntary separation program,
the 2019 Salaried Involuntary Reduction Process
("SIRP"), instituted as part of Ford's recently
announced "Smart Redesign" initiative to reorganize
the Company's salaried workforce. (FAC ¶¶
129-32, 136-37.) Following an agreement between the parties
and entry of a Stipulated Order by the Court (ECF No. 13).
Plaintiff filed his First Amended Complaint on August 16,
2019. alleging four counts. (FAC.) In Count I, Plaintiff
alleges that Ford violated ERISA § 502(a)(1)(B) by
improperly denying him benefits through its decision to deny
him "Credited Service Contributions toward his
Contributory Benefit to which [he] is entitled."
(Id. ¶¶ 162-73.) In Count II, he claims
Ford breached its fiduciary duty to the Plan under ERISA
§ 502(a)(2) because it was allegedly "negligent in
the initial administration of Plaintiffs Contributory Service
Fund contributions and throughout the resulting internal
administrative review process" and allegedly
"unilaterally halted Plaintiffs contributions to the
[CSF], without following the Plan's procedures and
failing to ever notify Plaintiff of its actions."
(Id. ¶¶ 174-85.) Count III alleges that
Defendants breached their fiduciary duties to Plaintiff under
ERISA § 502(a)(3), and that Ford should be equitably
estopped "from denying that it is responsible for
liability for all sums owed to Plaintiff." (Id.
¶¶ 186-226.) Finally, Count IV asserts that Ford
interfered with Plaintiffs benefits in violation of ERISA
§ 510 by discriminating against him in denying his claim
and terminating him allegedly in retaliation for filing the
present lawsuit. (Id. ¶¶ 227-44.)
Defendants' Partial Motion to Dismiss
August 30, 2019, Defendants filed their Partial Motion to
Dismiss Plaintiff s First Amended Complaint. (ECF No. 15,
Defs.' Mot.) Defendants argue that Plaintiffs ERISA
§ 502(a)(2) claim against Ford (Count II) fails as a
matter of law because it is barred by the applicable statute
of limitations. (Id. at 9-12, PgID 139-42.)
Defendants also contend that Count II should be dismissed to
the extent it challenges Ford's response to Plaintiffs
claim for additional CSF contributions because it is
duplicative of Plaintiffs ERISA § 502(a)(1)(B) claim in
Count L (Id. at 12-17, PgID 142-47.) Defendants
assert that Plaintiffs equitable estoppel claim in Count III
fails because Plaintiff fails to plead all essential elements
of the claim; i.e., a written material
misrepresentation and extraordinary circumstances, and that
Plaintiffs Count III ERISA. § 502(a)(3) claim improperly
relies, in part, on representations made by Ford agents in a
ministerial, as opposed to a fiduciary, capacity,
(Id. at ¶7-25, PgID 147-55.)
filed a response opposing Defendants" motion, on
September 27, 2019. (ECF No. 20, Pl.'s Resp.) He asserts
that his ERISA § 502(a)(2) claim is timely, not
duplicative, and necessary to accord "make whole"
relief. (Id. at 10-21, PgID 261-72.) He also argues
that be has adequately pleaded an equitable estoppel claim,
and that Defendants' motion should be denied.
(Id. at 21-25, PgID 272-76.)
October 18, 2019, Defendants filed their reply in. support of
their motion to dismiss, reasserting the arguments made in
their opening motion. (ECF No. 21, Defs.' Reply.)
Rule of Civil Procedure 12(b)(6) allows for the dismissal of
a case where the complaint fails to state a claim upon which
relief can be granted. When reviewing a motion to dismiss
under Rule 12(b)(6), a court must "construe the
complaint in the light most favorable to the plaintiff,
accept its allegations as true, and draw all reasonable
inferences in favor of the plaintiff." Handy-Clay v.
City of Memphis,695 F.3d 531, 538 (6th Civ. 2012)
(citation omitted). To state a claim, a complaint must
provide a "short and plain statement of the claim
showing that the pleader is entitled to relief."
Fed.R.Civ.P. 8(a)(2). "[T]he complaint 'does not
need detailed factual allegations' but should
identify 'more than labels and conclusions.'"
Casias v.Wal-Mart Stores, Inc., 695 F.3d
428, 435 (6th Cir. 2012) (quoting Bell Atlantic Corp. v.
Twombly,550 U.S. 544, 555 (2007)). The court "need
not accept as true a legal conclusion couched as a factual
allegation, or an unwarranted factual inference."
Handy-Clay, 695 F.3d at 539 (internal citations and
quotation marks omitted). In other words, a plaintiff must
provide more than a "formulaic recitation of the
elements of a cause of action" and his or her
"[f]actual allegations must be enough to raise a right
to relief above the speculative level,"
Twombly, 550 U.S. at 555-56. The Sixth Circuit has
explained that "[t]o survive a motion to dismiss, a