Harrison v. PNC Fin. Servs. Grp.

• Decision Date: 01 March 2013
• Docket Number: Case No. 3:12–cv–14.
• Citation: 928 F.Supp.2d 934
• Parties: Michael HARRISON, Plaintiff, v. The PNC FINANCIAL SERVICES GROUP, et al., Defendants.
• Court: U.S. District Court — Southern District of Ohio

928 F.Supp.2d 934

Michael HARRISON, Plaintiff,

v.The PNC FINANCIAL SERVICES GROUP, et al., Defendants.

Case No. 3:12–cv–14.

United States District Court,

S.D. Ohio,

Western Division.

March 1, 2013.

David Michael Duwel, David M. Duwel & Associates, Dayton, OH, for Plaintiff.

Christine E. Watchorn, Ulmer & Berne, LLP, Columbus, OH, Gina Desantis Wodarski, Edwards Angell Palmer & Dodge LLP, Boston, MA, for Defendants.

DECISION AND ENTRY SUSTAINING IN PART AND OVERRULING IN PART DEFENDANTS' MOTION TO DISMISS PLAINTIFF'S AMENDED COMPLAINT (DOC. # 8); PLAINTIFF GRANTED LEAVE TO FILE SECOND AMENDED COMPLAINT, NAMING THE COMMITTEE ADMINISTERING THE NATIONAL CITY CORPORATION AMENDED AND RESTATED MANAGEMENT SEVERANCE PLAN AS A PARTY DEFENDANT, WITHIN TEN (10) DAYS OF THE DATE OF THIS DECISION AND ENTRY; THE PARTIES ARE ORDERED TO FILE A COMPLETE ADMINISTRATIVE RECORD, JOINTLY AGREED UPON BY THE PARTIES, WITHIN THIRTY (30) DAYS; SIMULTANEOUS CROSS–MOTIONS FOR JUDGMENT ON THE ADMINISTRATIVE RECORD WITH SUPPORTING MEMORANDA ARE DUE SIXTY (60) DAYS FOLLOWING THE FILING OF THE ADMINISTRATIVE RECORD, WITH SIMULTANEOUS REPLY MEMORANDA DUE ON THE 21ST DAY THEREAFTER

WALTER H. RICE, District Judge.

Plaintiff Michael Harrison (“Harrison”) filed suit against Defendants, The PNC Financial Services Group (“PNC Group”), The PNC Financial Services Group, Inc., (“PNC Financial Services”), and the National City Corporation Amended and Restated Management Severance Plan (the “Plan”) (collectively, “Defendants”),¹ alleging that PNC denied him benefits that he was owed under the Plan. Harrison seeks declaratory relief, an award of benefits, attorneys' fees and costs, civil penalties, and punitive damages based on his claims, all of which arise under the Employee Retirement Income Security Act (“ERISA”). Pursuant to 29 U.S.C. § 1132(e), the Court has subject matter jurisdiction over claims arising under ERISA.

Pending before the Court is Defendants' Motion to Dismiss Plaintiff's Amended Complaint, filed on July 10, 2012. Doc. # 8. For the reasons set forth below, the Court will SUSTAIN in part and OVERRULE in part the Defendants' Motion to Dismiss. The Court will dismiss Count Two of Harrison's Amended Complaint, the claim for breach of fiduciary duty, but Defendants' Motion to Dismiss is overruled with respect to all other claims.

In addition, the Court grants Harrison leave to file a Seconded Amended Complaint, naming the Committee administering the Plan as a party defendant, within ten (10) days of the date of this Decision and Entry.

Furthermore, the Court ORDERS the parties to file a complete administrative record, jointly agreed upon by the parties, within thirty (30) days of the date of this Decision and Entry. The parties have sixty (60) days thereafter to file simultaneous cross-motions for judgment on the administrative record, with accompanying memoranda in support. Simultaneous reply memoranda must be filed on the twenty-first (21st) day thereafter.

I. BACKGROUND AND PROCEDURAL HISTORY

Harrison began working for National City Corporation (“National City”) in June of 2005. Am. Compl. ¶ 11 (Doc. # 4 at 3). National City offered a severance plan, originally drafted in 2005, to certain of its senior employees. Am. Compl. Ex. 1 ¶ 1.1 (Doc. # 4–1 at 1). On September 30, 2008, National City implemented an updated version of the severance plan, the National City Corporation Amended and Restated Management Severance Plan (the “Plan”). Id. The Plan's stated purpose was “to maximize the Corporation's profitability and operating success by attracting and retaining key managerial, operational and executive employees and allowing them to focus on their responsibilities in the event of, and following, a Change in Control.” Id. ¶ 1.2. A “Change in Control” included a merger or other corporate reorganization. Id. ¶ 2.1(d). In October 2008, it was announced that PNC Group would acquire National City. Doc. # 4 at 3.

Only National City employees who met the definition of a Plan “Participant” were eligible for the severance benefits. Doc. # 4–1 ¶ 3. The Plan defined a “Participant” as an employee “within the range of grade level 1 through grade level 7” at National City, excepting employees covered by another severance plan or employment agreement on certain dates. Id. ¶ 2.1(r). Harrison alleges that his employment with National City entitled him to participate in the Plan. Doc. # 4 at 3. In addition, Harrison alleges that PNC Group advised him in writing that he was eligible for benefits under the Plan in June of 2009, well after its acquisition of National City. Id.

The Plan provided an eligible Participant with a year of severance pay. Doc. # 4–1 ¶ 4.1. The amount of severance pay included the Participant's “base salary,” bonuses and incentive pay, and, in lieu of employee benefits, an additional one quarter percentage of the participant's base salary. Id. The Plan set a fifteen month period as the “Protection Period,” during which time a Participant would be eligible for severance benefits if he or she faced involuntarily termination. Id. ¶¶ 2.1(u), 3.1 In addition, the Plan allowed a Participant to voluntarily terminate his or her employment and claim the severance benefits, if the Participant's salary were reduced, or if the Participant were required to relocate to a new principal place of work more than 50 miles away. Id. ¶ 3.2.

On March 15, 2010, Harrison wrote PNC Group to provide two weeks' notice of his intent to voluntarily terminate his employment. Am. Compl. Ex. 2 (Doc. # 4–2 at 1). PNC Group had enlarged his “assigned geographic region” to nine states in addition to Ohio. Id. Harrison alleges that this changed his principal work location by a distance of more than 50 miles, thereby entitling him to “full severance benefits” under the Plan. Id.

On April 28, 2010, PNC Group ² acknowledged receiving Harrison's claim, informed him of its initial denial, and “advised him of his opportunity to file a claim with PNC Group's Plan Administrator.” Doc. # 4 at 3. Thereafter, on May 25, 2010, Harrison submitted a claim for benefits under the Plan to PNC Financial Services. Id. at 4. His claim was denied on July 27, 2010. Id.

Harrison's attorney sent a demand letter to PNC Financial Services on August 31, 2010. Am. Compl. Ex. 4 (Doc. # 4–4 at 1). The letter requested “copies of all documents, files, records, and information, which directly or indirectly relate to or concern Mr. Harrison's demand for severance benefits,” including his personnel file and a copy of the Plan. Id. After PNC Financial Services failed to produce the documents requested, a follow up letter was sent on September 23, 2010. Am. Compl. Ex. 5 (Doc. # 4–5). PNC Financial Services responded on October 7, 2010, but refused to provide all the documents that Harrison requested. Doc. # 4 at 4. Harrison made a “second level appeal” on December 3, 2010, but it was denied on December 17. Id.

On January 26, 2012, Harrison filed suit against PNC Group and PNC Financial Services, alleging the following five claims, all arising under ERISA: 1) a claim for recovery of benefits under 29 U.S.C. § 1132(a)(1)(B); 2) a claim for breach of fiduciary duty under 29 U.S.C. § 1132(a), arising from liability under 29 U.S.C. §§ 1104, 1105 & 1109; 3) a claim for attorney's fees under 29 U.S.C. § 1132(g); 4) a claim for failure to produce documents under 29 U.S.C. § 1132(c); and 5) a claim for liability under 29 U.S.C. 1132(c) for failing to consider all information relevant to Harrison's claim, as required by 29 C.F.R. § 2560.503–1(h)(2). Doc. # 1. Harrison seeks declaratory relief, recovery of his benefits with interest, attorneys' fees and costs, all applicable ERISA civil penalties, and punitive damages. On May 5, 2012, Harrison filed an Amended Complaint, adding the Plan as a named defendant. Doc. # 4.

Defendants filed a Motion to Dismiss for Failure to State a Claim on July 10, 2012. Doc. # 8. Plaintiff filed a Response to Defendants' Motion to Dismiss on August 17, 2012 (Doc. # 13), and Defendants filed their Reply Memorandum in Support of their Motion to Dismiss on August 31, 2012 (Doc. # 15).

II. STANDARD OF REVIEW

Under Rule 8(a)(2) of the Federal Rules of Civil Procedure, a pleading “must contain ... a short and plain statement of the claim showing that the pleader is entitled to relief” to be considered sufficient. Federal Rule 12(b)(6) allows a party to move for dismissal of an adversary's claim on the basis that it “fail[s] to state a claim upon which relief can be granted” by the Court. The moving party bears the burden of showing that the non-moving party's pleading has failed to adequately state a claim for relief. Directv, Inc. v. Treesh, 487 F.3d 471, 476 (6th Cir.2007) (citing Carver v. Bunch, 946 F.2d 451, 454–55 (6th Cir.1991)). The Rule 12(b)(6) analysis requires a court to “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, Tenn., 695 F.3d 531, 538 (6th Cir.2012) (quoting Treesh, 487 F.3d at 476);see also Erickson v. Pardus, 551 U.S. 89, 94, 127 S.Ct. 2197, 167 L.Ed.2d 1081 (2007). However, “[t]he tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009).

The plaintiff's complaint must contain “enough facts to state a claim to relief that is plausible on its face” to survive a motion to dismiss under Rule 12(b)(6). Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). Unless the facts as alleged show that the plaintiff's claim crosses “the line from conceivable to plausible, [the] complaint must be dismissed.” Id. “Although this standard does not require ‘detailed factual allegations,’ it does require more than ‘labels and conclusions' or ‘a...