Robertson v. Committee

• Decision Date: 27 July 2018
• Docket Number: CIVIL ACTION NO. 18-0246
• Parties: JEFFREY A. ROBERTSON Plaintiff v. PFIZER RETIREMENT COMMITTEE, et al. Defendants
• Court: U.S. District Court — Eastern District of Pennsylvania

JEFFREY A. ROBERTSON Plaintiff v. PFIZER RETIREMENT COMMITTEE, et al. Defendants

CIVIL ACTION NO. 18-0246

UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA

JULY 27, 2018

NITZA I. QUIÑONES ALEJANDRO, J.

MEMORANDUM OPINION

INTRODUCTION

Jeffrey A. Robertson ("Plaintiff") filed a civil action premised on a claim for breach of fiduciary duty against Defendant PRC Retirement Committee ("Defendant PRC") and Defendant Fidelity Workplace Services d/b/a Fidelity Employer Workplace Services Company, LLC,¹ ("Defendant Fidelity") (collectively, "Defendants") pursuant to Section 502(a)(3) of the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1132(a)(3). [ECF 1]. Before this Court is Defendants' motion to dismiss for improper venue filed pursuant to Federal Rule of Civil Procedure ("Rule") 12(b)(3) or, alternatively, a motion to transfer venue to the United States District Court for the Southern District of New York. [ECF 11]. Specifically, the basis for the motion centers on a forum-selection clause in the Pfizer Consolidated Pension Plan, which is governed by ERISA. [ECF 11-1 at 1]. Plaintiff opposes the motion. [ECF 15]. The issues raised by the parties have been fully briefed and are ripe for disposition.² For the reasons set forth,Defendants' motion is granted, in part, and, accordingly, the matter is transferred to the United States District Court for the Southern District of New York.

BACKGROUND

The procedural and factual histories are known to the parties. Thus, only the pertinent facts to the motion to dismiss and/or transfer will be discussed; to wit:

Plaintiff was employed by Pfizer, Inc., in a variety of sales positions commencing in 1983. [ECF 1 at ¶ 5]. As an employee of Pfizer, Plaintiff participated in and was a beneficiary of the Pfizer Consolidated Pension Plan ("Plan").³ [Id. at ¶ 3]. Defendant PRC was the Plan administrator. Defendant Fidelity acted as a contracted agent of Defendant PRC, providing retirement information services to the Plan's beneficiaries. [Id. at ¶¶ 13, 15].

Prior to retiring, Plaintiff utilized the services of Defendant Fidelity to understand the Plan's benefits and create a retirement plan to fit his needs. [Id. at ¶¶ 28, 33]. After consulting with Defendants about his potential retirement plan, Plaintiff decided to retire on October 31, 2016. [Id. at ¶¶ 37-40]. In January of 2017, nine weeks after retiring, Plaintiff first learned that there were IRS limits on his retirement plan. [Id. at ¶¶ 42, 44]. The IRS limits required that $715,507.00 of the Plan's payments be shifted from a qualified plan to a non-qualified plan, thus, subjecting the payments to federal and state taxes upon distribution. [Id. at ¶¶ 5-7, 42-44]. In his complaint, Plaintiff alleges that prior to retiring, Defendants did not inform him that his pension would be subject to IRS limits, thus thereby, breaching their fiduciary duty. [Id.].

On January 11, 2017, Plaintiff wrote a letter to Amy Manning, Pfizer's Director of Retirement Plans, detailing his complaints and seeking review. [ECF 1 at Ex. C]. By letter dated April 4, 2017, Ms. Manning advised Plaintiff that his "inquiries are being treated as a claim under the Plan" and "[a]fter a thorough review of the facts presented in your correspondence and the Plan provisions your claim for additional benefits or relief from the Plan has been denied." [ECF 15 at Exhibit 2]. Plaintiff was also advised that he could appeal this decision to Defendant PRC in writing within sixty days. [Id.]. By letter dated May 20, 2017, Plaintiff appealed the decision to Defendant PRC. [ECF 1 at ¶¶ 17-20; ECF 18 at 2-3]. Defendant PRC responded to Plaintiff on August 11, 2017, denying Plaintiff's appeal, and advised Plaintiff of his right to bring a civil action under § 502 of ERISA in the United States District Court for the Southern District of New York. [ECF 18-2]. Thereafter, Plaintiff filed a civil action in the United States District Court for the Eastern District of Pennsylvania.

In January of 2016, while Plaintiff was still employed by Pfizer, a forum-selection clause was added to the Plan. [ECF 18-1 at ¶ 14]. The Plan was reissued to Plaintiff to reflect this amendment in March of 2017. [Id. at ¶ 15]. The forum-selection clause provision provides:

Any claimant whose claim for benefits has been denied shall have such further rights of review as are provided in sections 502 and 503 of ERISA, and the Retirement Committee shall retain right, authority and discretion as provided in or not expressly limited by sections 502 and 503 of ERISA. Legal action cannot be taken with respect to any denial of a claim hereunder more than one year after the Retirement Committee has made a final determination that such claim shall be denied. The venue for such legal action shall be the Southern District of New York for claims submitted on or after February 1, 2016.

(Plan at A-6) (emphasis added).

LEGAL STANDARD

As noted, Defendants move to dismiss this case for improper venue pursuant to Rule 12(b)(3) or, in the alternative, to transfer venue to the Southern District of New York in accordance with the forum-selection clause in the Plan. Under Rule 12(b)(3), a court must grant a motion to dismiss if venue is improper. Fed. R. Civ. P. 12(b)(3). "[V]enue is proper so long as the requirements of [the federal venue statute] are met, irrespective of any forum-selection clause . . . ." See Atl. Marine Const. Co. v. U.S. Dist. Court for W. Dist. of Texas, 571 U.S. 49, 57 (2013). As such, the appearance of a forum-selection clause in a contract agreed to by the parties, however, does not render venue "wrong" or "improper," if a party files an action in a venue different than the one provided for in the clause. Id. at 55, 57.

The applicable venue provision under ERISA specifically provides that:

Where an action under this subchapter is brought in a district court of the United States, it may be brought in the district where the plan is administered, where the breach took place, or where a defendant resides or may be found, and process may be served in any other district where a defendant resides or may be found.

29 U.S.C. § 1132(e)(2).

Even where venue is proper, a district court may still transfer a case to another federal district pursuant to 28 U.S.C. § 1404(a) on the basis of forum non conveniens. Section 1404(a) provides that "[f]or the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought or to any district or division to which all parties have consented." 28 U.S.C. § 1404(a). Where the parties have agreed to a forum-selection clause, a motion to transfer should be considered pursuant to 28 U.S.C. § 1404(a). Atl. Marine, 571 U.S. at 52.

Forum-selection clauses are "treated as a manifestation of the parties' preferences as to a convenient forum." Jumara v. State Farm Ins. Co., 55 F.3d 873, 880 (3d Cir. 1995). "When parties agree to a forum-selection clause, they waive the right to challenge the preselected forum as inconvenient or less convenient for themselves or their witnesses, or for their pursuit of the litigation." Atl. Marine, 571 U.S. at 64. Such clauses are considered to be "prima facie valid and should be enforced unless enforcement is shown by the resisting party to be 'unreasonable' under the circumstances." Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 (1972). In the absence of a forum-selection clause, a court should weigh certain public and private interests to determine whether transfer is warranted. Jumara, 55 F.3d at 879. However, when a forum-selection clause exists, the court "must deem the private-interest factors to weigh entirely in favor of the preselected forum" and consider the public-interest factors only. Atl. Marine, 571 U.S. at 64.

DISCUSSION

In their motion to dismiss, Defendants contend that because this action was brought in the United States District Court for the Eastern District of Pennsylvania, rather than in the United States District Court for the Southern District of New York in accordance with the forum-selection clause, venue in the Eastern District of Pennsylvania is improper and the complaintshould be dismissed pursuant to Rule 12(b)(3). In his response, Plaintiff argues that venue is proper in the Eastern District of Pennsylvania, in accordance with the statutory venue requirements of ERISA. Plaintiff further argues that the motion to dismiss, which is premised on the enforcement of the forum-selection clause, should instead be considered as a motion to transfer on the basis of forum non conveniens pursuant to 28 U.S.C. § 1404(a). This Court agrees. See e.g., Atl. Marine, 571 U.S. at 52.

As noted, the existence of a forum-selection clause does not render venue improper. See id. at 57. Thus, this action can only be dismissed if it was improperly brought in this forum. As discussed, ERISA's venue provision allows for a claim to be brought in a district where a breach under the Plan took place. See 28 U.S.C. § 1132(e)(2). Here, Plaintiff contends, and does not dispute, that the alleged breach occurred in this district. This Court agrees. Therefore, venue is proper and the motion is denied.

Alternatively, Defendants argue that this case should be transferred to the Southern District of New York pursuant to § 1404(a) consistent with the Plan's forum-selection clause. Plaintiff, however, challenges the validity and enforceability of the forum-selection clause, as well as the scope of the forum-selection clause, the compatibility of the clause with ERISA's venue provision, and whether the Plaintiff acquiesced to, or had notice of, the clause.

Because forum-selection clauses are "treated as a manifestation of the parties' preferences as to a convenient forum," they are typically given deference. Jumara, 55 F.3d at 880. Thus, this Court will consider the arguments to determine whether the forum-selection clause is...