Ferrer v. Chevron Corp.

• Decision Date: 12 April 2007
• Docket Number: No. 04-61102.,04-61102.
• Parties: Joseph FERRER, Plaintiff-Appellant, v. CHEVRON CORPORATION, Defendant-Appellee. Kenneth L. Green, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee. Claudia Joiner, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee. Margaret Stanton, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee. Jerry A. Scott, Sr., Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee. Phyllis Small, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee. Edward J. Murray III, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee. Trula S. Dixon, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee. Hubert N. Copeland, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee. Gerald D. Hoag, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee. Chester R. Scott, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee.
• Court: U.S. Court of Appeals — Fifth Circuit

484 F.3d 776

Joseph FERRER, Plaintiff-Appellant, v. CHEVRON CORPORATION, Defendant-Appellee.

Kenneth L. Green, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee.

Claudia Joiner, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee.

Margaret Stanton, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee.

Jerry A. Scott, Sr., Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee.

Phyllis Small, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee.

Edward J. Murray III, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee.

Trula S. Dixon, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee.

Hubert N. Copeland, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee.

Gerald D. Hoag, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee.

Chester R. Scott, Plaintiff-Appellant, v. Chevron Corporation, Defendant-Appellee.

No. 04-61102.

United States Court of Appeals, Fifth Circuit.

April 12, 2007.

Maria M. Cobb, William Lee Guice, III (argued), Rushing & Guice, Ocean Springs, MS, for Ferrer.

Howard Shapiro (argued), Charles Frederick Seeman, III, Proskauer Rose, New Orleans, LA, for Chevron Corp.

Appeals from the United States District Court for the Southern District of Mississippi.

Before GARWOOD, BENAVIDES and OWEN, Circuit Judges.

OWEN, Circuit Judge:

The plaintiffs¹ in these eleven consolidated cases sued their former employer, Chevron Corporation, claiming Chevron breached its fiduciary obligations under the Employee Retirement Income Security Act (ERISA),² by misrepresenting the eligibility requirements for obtaining enhanced benefits under Chevron's retirement plan. The district court dismissed the ERISA claims pursuant to FED. R. CIV. P. 12(b)(6). We affirm because the plaintiffs have failed to allege a causal connection between Chevron's alleged misrepresentations and the plaintiffs' entitlement to receive enhanced retirement benefits.

I

Twenty-six former employees sued Chevron raising substantially identical claims, and those cases were consolidated in the district court for discovery and pretrial proceedings. Eleven of those cases have been consolidated in this appeal.³ Our recitation of the facts is based primarily on the allegations contained in the lead plaintiff's (Joseph Ferrer's) Amended Complaint and documents that were attached to his original Complaint and later incorporated by reference into his Amended Complaint.⁴ The contentions of the other plaintiffs are similar in all material respects.

Each of the plaintiffs retired from Chevron in either 1999 or 2000 after working for a number of years at Chevron's refinery in Pascagoula, Mississippi. They participated in the "Chevron Corporation Retirement Plan," which is governed by ERISA. In connection with a planned workforce reduction, Chevron amended the retirement plan in 1999 to include the "Special Involuntary Termination Enhancement" plan (the SITE plan), which provided enhanced retirement benefits for qualifying individuals who were notified between March 1, 1999 and December 31, 1999 (the eligibility period) that their employment with Chevron would be involuntarily terminated without cause. Chevron informed its employees that they could request termination if they were employed in a job group subject to the workforce reduction plan but that an employee's preference regarding termination was not binding on Chevron.⁵

The plaintiffs claim that they were told, both orally and in writing, that only "surplus" employees—employees who would not be replaced because their positions were to be eliminated entirely—would be eligible to receive SITE benefits. The plaintiffs were also told that only Pascagoula refinery employees in Group 1, human resources, and finance were subject to termination during the eligibility period and thus qualified to participate in the SITE plan. The plaintiffs did not work in any of these job groups, and they each allege that they were informed by various individuals that no one in their particular job groups would be involuntarily terminated without cause during the eligibility period because there were no surplus employees in those groups. Based on these representations, each of the plaintiffs decided to retire voluntarily, concluding that they would have no opportunity to receive the enhanced benefits if they remained in Chevron's employ.

The plaintiffs claim that they later learned that some terminated employees received SITE benefits even though their job positions were not eliminated and "the plan functioned as an enhanced retirement plan for senior management as opposed to a cost saving measure." The plaintiffs individually sued Chevron under ERISA §§ 1109(a) and 1132(a)(3), alleging actual and constructive fraud in administration of the SITE plan.⁶

The district court consolidated the cases for discovery and pre-trial management, designating Joseph Ferrer's case as the lead case. The court subsequently granted Chevron's motion for partial dismissal of Ferrer's case, holding that Ferrer failed to plead with particularity his breach of fiduciary duty claim, which was based on Chevron's alleged misrepresentations.⁷

In amended complaints, the plaintiffs more specifically asserted that Chevron breached its duty as an ERISA-plan fiduciary by misrepresenting the eligibility requirements for SITE benefits in several oral and written communications. Although the plaintiffs did not allege that anyone in their job groups was involuntarily terminated without cause or "allowed to participate" in the SITE plan, they maintained that Chevron's misrepresentations caused them to retire voluntarily. They alleged that Chevron has refused to allow them to participate in the SITE plan, and they sought "equitable civil relief," citing 29 U.S.C. § 1132(a)(3), but demanded "all benefits due and owing under the plan."⁸

After Ferrer's case had been pending for eighteen months, Chevron moved to dismiss all of the lawsuits under FED. R. CIV. P. 12(b)(6). Among other contentions, Chevron argued that the plaintiffs could not state a claim for breach of fiduciary duty because the decision regarding which employees would be terminated was discretionary and that this court held in Bodine v. Employers Casualty Co. that an employer's discretionary decision whether to terminate an individual's employment does not give rise to any ERISA fiduciary obligations even if the decision affects a plan participant's eligibility for enhanced retirement benefits.⁹ Chevron further averred that the plaintiffs could not prevail on a breach of fiduciary duty claim because the alleged misrepresentations did not cause their damages. The district court granted the motions to dismiss the plaintiffs' lawsuits.

II

We review the district court's 12(b)(6) dismissals de novo.¹⁰ We construe the plaintiffs' complaints in the light most favorable to them, accepting all well-pleaded facts as true,¹¹ but "[w]e do not accept as true conclusory allegations, unwarranted factual inferences, or legal conclusions."¹² A written document that is attached to a complaint as an exhibit is considered part of the complaint and may be considered in a 12(b)(6) dismissal proceeding.¹³ A claim cannot be dismissed under rule 12(b)(6) unless the plaintiffs "`would not be entitled to relief under any set of facts or any possible theory that [they] could prove consistent with the allegations in the complaint.'"¹⁴ The issue is not whether the plaintiffs will ultimately prevail, but whether they are entitled to offer evidence to support their claims.¹⁵ We may affirm a district court's dismissal based on rule 12(b)(6) on any basis supported by the record.¹⁶

The plaintiffs rely on ERISA § 1109(a), which provides,

Any person who is a fiduciary with respect to a plan who breaches any of the responsibilities, obligations, or duties imposed upon fiduciaries by this subchapter shall be personally liable to make good to such plan any losses to the plan resulting from each such breach, and to restore to such plan any profits of such fiduciary which have been made through use of assets of the plan by the fiduciary, and shall be subject to such other equitable or remedial relief as the court may deem appropriate, including removal of such fiduciary. A fiduciary may also be removed for a violation of section 1111 of this title.¹⁷

Under ERISA, "a person is a fiduciary with respect to a plan to the extent (i) he exercises any discretionary authority or discretionary control respecting [plan management] . . . or (iii) he has any discretionary authority or discretionary responsibility in the administration of such plan."¹⁸ In this case, Chevron was the ERISA plan administrator.

The plaintiffs contend that Chevron breached its fiduciary duties as the plan administrator in making the alleged misrepresentations, citing the Ninth Circuit's decision in Mathews v. Chevron Corp.,¹⁹ which in turn relied on the Supreme Court's decision in Varity Corp. v. Howe.²⁰ We need not resolve whether Chevron was administering the plan when it took each of the actions alleged because even if the plaintiffs were able to prove all the allegations in their respective Amended Complaints, they have not stated a cause of action. The Amended Complaints and the briefing on appeal studiously avoid alleging that had the plaintiffs decided not to retire voluntarily, Chevron would have involuntarily terminated their employment, and they would have been eligible for SITE plan benefits. The plaintiffs' alleged loss of benefits did not "result[] from" any of the misrepresentations that the plaintiffs contend Chevron made.²¹

Although the plaintiffs allege that "as of the effective date of Plaintiff's retirement, Chevron had decided to offer [SITE plan] benefits to similarly situated employees or was seriously considering making an offer," the more particularized allegations aver only that employees in groups other than Group 1 were allowed...