Hudson v. Nat'l Football League Mgmt. Council

• Decision Date: 05 September 2019
• Docket Number: 18-cv-04483 (GHW) (RWL)
• Parties: CHRISTOPHER HUDSON, individually and on behalf of others similarly situated, Plaintiff, v. NATIONAL FOOTBALL LEAGUE MANAGEMENT COUNCIL, NATIONAL FOOTBALL LEAGUE PLAYERS ASSOCIATION, RETIREMENT BOARD OF THE BERT BELL/PETE ROZELLE NFL PLAYER RETIREMENT PLAN, KATHERINE "KATIE" BLACKBURN, RICHARD CASS. TED PHILLIPS, SAMUEL MCCULLUM, ROBERT SMITH, and JEFFREY VAN NOTE Defendants.
• Court: U.S. District Court — Southern District of New York

CHRISTOPHER HUDSON, individually andon behalf of others similarly situated, Plaintiff, v. NATIONAL FOOTBALL LEAGUE MANAGEMENT COUNCIL,NATIONAL FOOTBALL LEAGUE PLAYERS ASSOCIATION, RETIREMENT BOARD OFTHE BERT BELL/PETE ROZELLE NFL PLAYER RETIREMENT PLAN,KATHERINE "KATIE" BLACKBURN, RICHARD CASS. TED PHILLIPS,SAMUEL MCCULLUM, ROBERT SMITH, and JEFFREY VAN NOTE Defendants.

18-cv-04483 (GHW) (RWL)

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

September 5, 2019

REPORT AND RECOMMENDATION TO HON. GREGORY H. WOODS: MOTIONS TO DISMISS

ROBERT W. LEHRBURGER, United States Magistrate Judge.

Plaintiff Christopher Hudson ("Hudson") brings this action under the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. §§ 1001 et seq., on behalf of himself and other similarly situated participants in the Bert Bell/Pete Rozelle NFL Player Retirement Plan (the "Plan"). The lawsuit names the National Football League Management Council (the "Council"), National Football League Players Association (the "Association"), and the Retirement Board of the Plan (the "Retirement Board") along with the Retirement Board's six individual members—Katherine Blackburn, Richard Cass, Ted Phillips, Samuel McCullum, Robert Smith, and Jeffrey Van Note (collectively, the "Individual Board Defendants" and, together with the Council, the Association, and the Retirement Board, the "Defendants"). Hudson alleges that all Defendants have breached their duties under ERISA with respect to the application of certain benefits to the detriment of Hudson and other participants in the putative class.

Defendants have each separately moved to dismiss the action pursuant to Fed. R. Civ. P. 12(b)(6). (Dkt. 52, 54, and 61.) For the reasons that follow, I recommend that Defendants' motions be GRANTED and the action be DISMISSED with prejudice.

Procedural Background

Plaintiff filed his Complaint on May 21, 2018 on behalf of himself and a putative class of similarly-situated Plan participants. (Dkt. 1.) Through a stipulation dated July 18, 2018, all parties agreed upon a briefing schedule for motions to dismiss the Complaint, which was adopted by the Court. (Dkt. 45.) Pursuant to that schedule, each of the Defendants—the Council, the Association, and the Retirement Board (including its six individual members)—moved for dismissal on August 31, 2018.

The Council's motion consists of (1) its Memorandum of Law ("Council Mem.") (Dkt. 53); and (2) the Declaration of Stacey R. Eisenstein in Support with Exhibits A-C ("Eisenstein Decl.") (Dkt. 55.) The Retirement Board's motion consists of (1) its Memorandum of Law ("Board Mem.") (Dkt. 57); and (2) the Declaration of Michael L. Junk in Support with Exhibits A-E ("Junk Decl.") (Dkt. 56.) The Association's motion consists of its Memorandum of Law ("Association Mem."). (Dkt. 62.)

Plaintiff filed his omnibus opposition to the motion to dismiss on October 20, 2018, consisting of: (1) a Memorandum of Law in Opposition ("Pl. Opp."); and (2) the Declaration of Daniella Quitt in Opposition with Exhibits A-B.¹ ("Quitt Decl.") (Dkt. 72 and 73.)

Each of the Defendants filed a reply memorandum of law in further support of its respective motion to dismiss on November 30, 2018. (Dkt. 74, 75, and 76.)

This case was initially assigned to the Honorable Robert W. Sweet, who held at least one scheduling conference on November 27, 2018 and then heard oral argument on the motions to dismiss on December 19, 2018, though he did not issue a decision.² Judge Sweet passed away on March 24, 2019, and as a result, the case was reassigned to Judge Gregory Woods. (Dkt. 79.) Judge Woods, in turn, referred the matter to the undersigned for case management as well as the resolution of the three instant motions to dismiss. (Dkt. 81.) The undersigned held a case management conference on May 9, 2019, at which time the parties discussed several discovery issues as well as the overall status of the case. (Dkt. 84.) All parties acknowledged that the resolution of the motions to dismiss would be essential in determining how best to proceed.

Factual Background³

A. The Parties

Hudson is a former professional football player with the National Football League (the "NFL"). He played for the Jacksonville Jaguars from 1995 to 1999, the Chicago Bearsfrom 1999 to 2001, and finally the Atlanta Falcons from 2001 until his retirement in 2003. (Complaint ¶ 10.) Hudson played the position of safety for all eight years of his NFL career. (Complaint ¶ 31.)

The Council, based in New York City, represents the 32 clubs that employ NFL players and functions as the "collective bargaining representative of the Employers." (Complaint ¶¶ 11-12; Plan at 5, Article 1.21.) Particularly as relevant here, Article 10.2 of the Plan provides that the Council, when acting jointly with the players' Association (described below), has the power to amend the Plan. (Complaint ¶ 11; Plan at 36.) Pursuant to Article 8.1, the Council also has the authority to appoint three voting members of the Retirement Board (described below) and replace any member of the Retirement Board that the Council itself had appointed. (Complaint ¶ 11; Plan at 30.)

The Association is the labor organization representing the professional American football players in the NFL. (Complaint ¶ 12.) It functions as the collective bargaining unit for those players. (Id.) Again, as most relevant here, Article 10.2 of the Plan provides that the Association, when acting jointly with the Council, has the power to amend the Plan. Pursuant to Article 8.1, the Association also has the authority to appoint three voting members of the Retirement Board and to remove and replace any member of the Retirement Board that the Association had appointed. (Complaint ¶ 12; Plan at 30.)

Plaintiff alleges that both the Council (representing management) and the Association (representing the players) are fiduciaries of the Plan under ERISA, 29 U.S.C.§ 1002(21)(A), and therefore had the responsibility to monitor the Retirement Board as an entity as well as the individual Board members. (Complaint ¶¶ 1, 11-12.)

The Retirement Board is the Plan's administrator and named fiduciary. (Plan at 2, Article 1.3.) Responsibilities of the Retirement Board include overseeing the Plan, making benefit decisions, construing the Plan's terms, reconciling inconsistences, and other aspects of managing the Plan. (Complaint ¶ 13; Plan at 30-31, Article 8.2.) The Retirement Board is composed of six voting members, three of whom are selected by the Association and three of whom are selected by the Council; the Commissioner of the NFL serves as an ex officio seventh member. (Id.; see also Plan at 30, Article 8.1.) Plaintiff alleges that the Retirement Board is a fiduciary within the meaning of ERISA, 29 U.S.C. § 1002(16)(A) and 29 U.S.C. § 1002(21)(A) because it exercised discretionary authority and responsibility over the Plan. (Id.; see also Plan at 30-31, Article 8.2.)

Finally, the Complaint also names six individuals identified by the Summary Plan Description (Junk Decl., Ex. B) as managing members of the Retirement Board: Katherine "Katie" Blackburn ("Blackburn"), Richard W. "Dick" Cass ("Cass"), Ted Phillips ("Phillips"), Samuel McCullum ("McCullum"), Robert Smith ("Smith"), and Jeffrey Van Note ("Van Note"). (Complaint ¶¶ 14-19.) These individuals are sometimes referred to as the "Plan trustees" or "trustees" by the Plan documents.

B. The Bert Bell/Pete Rozelle NFL Player Retirement Plan

Named after two former NFL commissioners,⁴ the Plan is a multi-employer retirement plan that provides various pension, disability and other benefits to eligibleprofessional football players. (Complaint ¶ 21.) Unlike a single-employer retirement plan—which is funded and administered by one employer and governed by 29 U.S.C. § 1002(16)(B)—multi-employer plans are maintained pursuant to collective bargaining agreements between employers and employee organizations, which require multiple employers (here, the various NFL clubs) to "pool contributions into a single fund that pays benefits to covered retirees who spent a certain amount of time working for one or more of the contributing employers." Trustees of Local 138 Pension Trust Fund v. F.W. Honerkamp Co. Inc., 692 F.3d 127, 129 (2d Cir. 2012); see also 29 U.S.C. § 1002(37)(A). This form of multi-employer plan "differ[s] from the typical employer sponsored and administered plan in that [it was] established through collective bargaining between the employees and employers." Courson v. Bert Bell NFL Player Retirement Plan, 75 F. Supp. 2d 424, 431 (W.D. Pa. 1999) (interpreting NFL's retirement plan structure). Multi-employer plans are often used in industries where employees frequently transfer among employers. Id.; see also New York Times Company v. Newspaper and Mail Deliverers'-Publishers' Pension Fund, 303 F. Supp. 3d 236, 241 (S.D.N.Y. 2018) (describing purpose of multi-employer plans). Multi-employer plans are overseen by a board of trustees with equal voting strength held by representatives of the labor union and the employers who contribute to the plan. See, e.g., Flynn v. Hach, 138 F. Supp. 2d 334, 337 (E.D.N.Y. 2001) (noting that multi-employer plans have equal representation from labor and management).

Here, the Plan is the result of a collective bargaining agreement between the Council (representing the employers, namely the 32 contributing NFL member clubs), and the Association (representing the NFL players). (Complaint ¶¶ 11, 12; see also Plan at1.) Hudson alleges, and Defendants agree, that the Plan is an employee pension benefit plan within the meaning of ERISA, 29 U.S.C. § 1002(2)(A).⁵ As noted above, the Plan is governed by a seven-member Retirement Board. The Council appoints three of the members; the Association appoints three members; and the Commissioner of the NFL serves as an ex officio seventh member. (Complaint ¶ 13; Plan at 30, Article 8.1.)

In addition to the Plan itself, this action also implicates...