Williamson v. Travelport, LP

• Decision Date: 27 March 2020
• Docket Number: No. 18-10449,18-10449
• Citation: 953 F.3d 1278
• Parties: Angela Henderson WILLIAMSON, on behalf of herself and all others similarly situated, Plaintiff-Appellant, v. TRAVELPORT, LP, Galileo & Worldspan U.S. Legacy Pension Plan, Defendants-Appellees.
• Court: U.S. Court of Appeals — Eleventh Circuit

953 F.3d 1278

Angela Henderson WILLIAMSON, on behalf of herself and all others similarly situated, Plaintiff-Appellant,

v.TRAVELPORT, LP, Galileo & Worldspan U.S. Legacy Pension Plan, Defendants-Appellees.

No. 18-10449

United States Court of Appeals, Eleventh Circuit.

March 27, 2020

Nancy B. Pridgen, Pridgen Law Group, Douglas N. Campbell, Douglas N. Campbell & Associates, PC, ATLANTA, GA, for Plaintiff-Appellant.

John Houston Pope, Epstein Becker & Green, PC, NEW YORK, NY, Patrick Fred Clark, Ogletree Deakins Nash Smoak & Stewart, PC, ATLANTA, GA, for Defendants-Appellees.

Before JORDAN, GRANT, and SILER,^* Circuit Judges.

JORDAN, Circuit Judge:

Angela Henderson Williamson worked at United Airlines and two of its successors for nearly 30 years. During her employment, she participated in the Galileo & Worldspan U.S. Legacy Pension Plan, which currently governs her pension benefits, and two of its predecessor plans. As her retirement date approached, she contacted Travelport, the plan administrator, and the parties began a five-year informal dispute about her pension benefits calculation. The dispute involved numerous communications and document requests. At one point, Travelport corrected a mistake regarding its average salary computation, but only after Ms. Williamson was able to locate and send her old W-2 forms to Travelport. Though the parties were able to resolve that issue informally, they continued to disagree about two other aspects of Ms. Williamson's pension. Ms. Williamson eventually filed a formal claim for benefits, which Travelport denied.

Ms. Williamson then brought a class action against Travelport and the Galileo & Worldspan U.S. Legacy Pension Plan in federal court under the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq . She asserted claims for improperly withheld pension benefits, document-disclosure penalties, and breach of fiduciary duties. The district court dismissed all of the claims under Rule 12(b)(6). Following oral argument, and for the reasons which follow, we affirm except as to Ms. Williamson's claim for benefits. With respect to that claim, we reverse and remand for the district court to review her claim anew after Travelport has certified and submitted the complete and accurate administrative record.

I¹

Ms. Williamson began working as a flight attendant (a position then called a stewardess) for United Airlines in September of 1968. She was employed there until June of 1988, when she was transferred to Covia Corporation. She worked at Covia through December of 1992, after which she was transferred to Apollo Travel Services Partners, a successor of Covia. She worked at Apollo until May of 1997.

During her approximately 28 years of employment at UAL, Covia, and Apollo, Ms. Williamson participated in three pension plans: the UAL Non-Union Ground Employees' Retirement Plan, the Covia Pension Plan, and the Galileo International Employee Pension Plan, which later became the Galileo & Worldspan U.S. Legacy Pension Plan. The Legacy Plan is currently the operative plan governing her pension benefits, while the UAL and Covia plans are its predecessors. Travelport took over sponsorship and administration of the Legacy Plan in 2008.

The Legacy Plan is a non-integrated, defined benefits pension plan and is a "pension plan" within the meaning of ERISA. See 29 U.S.C. § 1002(2)(A). It provides monthly retirement benefits to participants based on their final average compensation and months of service. See D.E. 4-1 at § 6.02 ("Participant's Monthly Normal Benefit shall be determined as follows: 1.6% of his Final Average Compensation MULTIPLIED BY: Months of Benefit Service / [DIVIDED BY] 12."). The Legacy Plan defines the final average compensation as the highest monthly average of a participant's compensation over 60 consecutive months during the last 120 months of service with the employer. See id. at § 2.27. Months of service are credits for each month of employment—including employment under predecessor plans—that add to the participant's pension. See id. at § 2.11(b).

A

In 2011, as her retirement date approached, Ms. Williamson contacted Travelport about making a claim under the Legacy Plan in which she was fully vested. After discussions with Travelport between 2011 and early 2012, Ms. Williamson believed that Travelport was calculating her benefits incorrectly.

Ms. Williamson first disputed Travelport's calculation of her final average compensation. To that end, she made several oral and written document requests, which we discuss in more detail below. Travelport provided Ms. Williamson with certain documents but did not send her the employment or salary records that she believed would help her determine her final average compensation. Instead, on Travelport's advice, Ms. Williamson located her old W-2 forms and sent them to Travelport. Based on these W-2 forms, Travelport determined that it had incorrectly calculated Ms. Williamson's final average compensation and increased her final average compensation from $77,973.57 to $82,111.

Having resolved the final average compensation dispute, Ms. Williamson sent a letter to Travelport on May 20, 2015, requesting distribution of the undisputed portion of her benefits. Ms. Williamson began receiving those benefits the following month, but she continued to dispute two components of Travelport's calculation of her months of service.

First, Ms. Williamson claimed that Travelport improperly reduced the months of service she should have accrued for her work at UAL. She asserted that Travelport relied on a provision in the UAL Plan that excluded credits for the first 12 months of employment between the ages of 21 and 25, even though a conflicting provision in the summary plan description (SPD for short) of the Legacy Plan provided that participants received credit for every month of employment between the ages of 21 and 25. See D.E. 4-6 at 39. Under ERISA, an SPD is a summary of the plan that "shall be written in a manner calculated to be understood by the average plan participant[ ] and shall be sufficiently accurate and comprehensive to reasonably apprise such participants and beneficiaries of their rights and obligations under the plan." 29 U.S.C. § 1022(a). ERISA requires that the SPD include certain information, such as the name and address of the plan agents and/or administrators, summaries of the provisions respecting eligibility and benefits, and the source of financing of the plan. See § 1022(b).

Second, Ms. Williamson claimed that she was not credited for the months she worked at Covia, even though she participated in the Covia Plan during her tenure there and should have received those credits under the Legacy Plan. In its denial letter, appended to Ms. Williamson's complaint, Travelport explained that it had offset her Covia months-of-service credits against an annuity purchased by the UAL Plan and later transferred to the Covia Plan, and that this offset was permissible under the Legacy Plan.

The parties were not able to resolve these two months-of-service disagreements through informal discussions, so on August 8, 2015, Ms. Williamson filed a formal claim. Travelport denied Ms. Williamson's claim on December 7, 2015. She appealed the decision to Travelport's benefits committee, which denied her claim again on August 2, 2016.

B

During the five-year dispute that spanned from 2011 to 2016, Ms. Williamson made several oral and written requests to Travelport for plan-related documents. Because those requests and Travelport's responses are pertinent to Ms. Williamson's claim for document-disclosure penalties under § 1132(c), we list them here in detail.

• In 1999, Ms. Williamson inquired about early retirement. On October 15, 1999, Galileo (then her plan sponsor) sent her an administrative worksheet describing the benefits she would receive if she retired early and if she retired at her normal retirement age.

• On February 10, 2012, in an oral conversation with a Travelport representative, Ms. Williamson requested five categories of documents: (1) plan documents containing the formulas from the 1999 early retirement letter; (2) historical documents relating to the Legacy Plan and any changes made to the plans or their formulas over the years; (3) corporate history documents; (4) benefits calculation documents; and (5) her own attendance records.

• On February 17, 2012, Travelport provided three documents to Ms. Williamson via e-mail: (1) the current Legacy Plan; (2) the then-current Legacy Plan SPD; and (3) a draft SPD for the 1993 predecessor Galileo Plan.

• After an oral conversation on April 12, 2012, a Travelport representative sent Ms. Williamson an e-mail on April 18, 2012, with another copy of the administrative worksheet originally attached to the 1999 early retirement letter, and with the actual calculation of Ms. Williamson's benefits.

• On August 21, 2012, Ms. Williamson sent an e-mail to Travelport requesting that it send, within one week, "ALL of the materials that I have previously requested," including "every document, plus sworn statements from witnesses with personal knowledge explaining or supplying facts as to which testimony would be necessary, which [Travelport] would present in court to prove conclusively the amount" of her pension. See D.E. 4-13.

• On August 27, 2012, Travelport sent a letter that included (1) Ms. Williamson's "Pensionable Earnings History" data, (2) Ms. Williamson's "Total Benefit Service" data, and (3) a copy of a letter that UAL had sent to Ms. Williamson in 1990 regarding the amount of pension benefits she accrued during her UAL tenure. Travelport stated that it would not provide Ms. Williamson with her work and salary records, or the "archaeological record of the various transitions and iterations of the plans that precede the one we have already provided." D.E. 4-14; D.E. 16 at ¶ 44.

• On August 28, 2012, Travelport sent Ms. Williamson a Pension Modeling Statement.

• On October 9, 2012, Ms.

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