Chilton v. Robert Bosch Fuel Systems, LLC et al

Filing 24

OPINION; signed by Judge Gordon J. Quist (Judge Gordon J. Quist, jmt)

UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION

WADE CHILTON,
Plaintiff,

Case No. 1:16-CV-891

v.
HON. GORDON J. QUIST
ROBERT BOSCH FUEL SYSTEMS, LLC,
and ROBERT BOSCH FUEL SYSTEMS,
LLC HOURLY-RATED EMPLOYEES
PENSION PLAN,

Consolidated with Nos.
1:16-CV-945, 1:16-CV-947,
1:16-CV-949, 1:16-CV-958,
1:16-CV-964, and 1:16-CV-971

Defendants.
/
OPINION
Plaintiffs in these consolidated cases are participants and beneficiaries under the Robert
Bosch Fuel Systems LLC Hourly-Rated Employees’ Pension Plan (the Bosch Plan). Plaintiffs have
sued the Bosch Plan and Defendant Robert Bosch Fuel Systems, LLC (Bosch), the Bosch Plan
sponsor and administrator, pursuant to Employee Retirement Income Security Act of 1974 (ERISA),
29 U.S.C. § 1001 et seq., alleging that they are entitled to enhanced early retirement pension
benefits under the Bosch Plan.
In their original complaints, Plaintiffs alleged that Defendants are equitably estopped from
denying them an enhanced early retirement benefit under the Bosch Plan. Defendants moved for
dismissal pursuant to Federal Rule of Civil Procedure 12(b)(6). In response, Plaintiffs amended
their complaints to, among other things, add a second claim for other equitable relief. Defendants
have again moved to dismiss Plaintiffs’ complaints pursuant to Rule 12(b)(6). The motions are fully
briefed and ready for decision.
For the following reasons, the Court will grant Defendants’ motions and dismiss Plaintiffs’
first amended complaints.

I. BACKGROUND
Plaintiffs, Wade Chilton, Cynthia K. Doubblestien, Tamara L. Baker, Dawn Hess, Charles
R. Buxton, Max Guy, and Stephen Tenharmsel, are former employees of Bosch, and all of them
retired from a General Motors-affiliated company on August 1, 2009. Plaintiffs are all participants
in the Bosch Plan, which is administered by Bosch and governed by ERISA. It is undisputed that
Plaintiffs are entitled to regular pension benefits under the Bosch Plan (ECF No. 21 at PageID.278);
however, Plaintiffs seek enhanced early retirement benefits under the Bosch Plan. Because
Plaintiffs’ factual allegations in their respective first amended complaints are materially the same,
the Court recites Plaintiff Chilton’s allegations as representative of all Plaintiffs’ allegations.
Chilton worked for GM between 1977 and 1988, then worked for Diesel Technology
Company (DTC) and its successor, Bosch, until 2003. (ECF No. 11 at PageID.141.) Chilton left
Bosch in October 2003 and returned to a GM-affiliated company, where he remained until he retired
on August 1, 2009. (Id.) During Chilton’s employment with DTC, Bosch assumed DTC’s HourlyRate Employees’ Pension Plan and subsequently renamed it the Bosch Plan. (Id. at PageID.142.)
Certain benefits under the Bosch Plan were coordinated with benefits under GM’s Hourly-Rated
Employees’ Pension Plan (GM Plan).
In 2009, Bosch transferred benefits liability and associated assets for certain Bosch
employees to the GM Plan. (Id.) At the same time, GM offered an early retirement program to
certain of its employees and former employees in the form of an enhanced early retirement benefit,
to be effective August 1, 2009. Bosch also offered enhanced early retirement pension benefits to
Chilton and other participants in the Bosch Plan. (Id.)
Chilton elected to retire from GM on August 1, 2009, and receive enhanced early retirement
benefits under the Bosch Plan. In connection with his retirement, Bosch and Chilton executed
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various documents stating that Chilton had applied for retirement benefits to commence August 1,
2009, that such benefits were “[e]arly retirement at employee option with 30 or more years of
combined Bosch (DTC)/GM/Delphi credited service,” and that Chilton would receive monthly
benefit payments of $1,227.86 until age 62 and one month, or until he began receiving Social
Security Disability benefits, and $636.73 per month thereafter. (Id. at PageID.142–43; ECF Nos.
11-2– 11–6.) Chilton alleges that Bosch never stated that the enhanced early retirement benefit was
subject to reduction by Bosch at a later time, that the benefit was contingent upon Bosch’s
relationship with GM, or that Bosch might cease paying the benefit to him altogether. (ECF No. 11
at PageID.144.)
Bosch began paying Chilton the stated monthly benefit as of August 1, 2009, and continued
the payments for over three years, until November 2012, when Bosch sent Chilton a letter stating
that he was no longer eligible for a “coordinated” pension benefit and that his monthly benefit was
recalculated as a deferred vested participant. (Id. at PageID. 144–45; ECF No. 11-8.) Bosch also
informed Chilton that he owed Bosch $50,342.46 for overpayments the Bosch Plan had made to
him. Bosch ceased making monthly payments to Chilton and apparently is applying some portion
of the monthly payment to which Chilton would otherwise be entitled as repayment of the alleged
overpayment. (ECF No. 11 at PageID.145.)
Chilton filed an appeal of the termination of his monthly payments with Bosch, but Bosch
denied the appeal. Chilton then filed the instant action.
II. DISCUSSION
A.

Equitable Estoppel
Pursuant to the Bosch Plan, a participant may be entitled to an enhanced early retirement

benefit under the following circumstances:

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If the Employee retires under Section 2.2 [early retirement] or Section 2.3 [total and
permanent disability retirement] with 30 or more years of credited service at the date
of retirement, she or he shall be entitled to a monthly early retirement supplement
until Age 62 and One month in an amount which when added to the monthly pension
under this Plan will equal the amount of total monthly benefit applicable to the
Employee as provided in the tables set forth below . . . .
(ECF No. 11-1 at PageID.165, § 2.6(a)(1).) Recognizing that they lack 30 or more years of credited
service with Bosch and that they are thus not entitled to an enhanced early retirement benefit under
the terms of the Plan, Plaintiffs allege that Defendants are equitably estopped from denying them
an enhanced early retirement benefit under the Bosch Plan based on their combined years of service
with Bosch/DTC and GM and its affiliate, Delphi.
An equitable estoppel claim arises under the body of federal common law developed under
ERISA. Trs. of the Mich. Laborers’ Health Care Fund v. Gibbons, 209 F.3d 587, 591 n.2 (6th Cir.
2000). The Sixth Circuit has recognized that a common law equitable estoppel claim may be
asserted in the context of an ERISA-governed pension plan. In all cases in which estoppel is
asserted, a plaintiff must establish the following elements of a traditional equitable estoppel claim:
1) conduct or language amounting to a representation of material fact; 2) awareness
of the true facts by the party to be estopped; 3) an intention on the part of the party
to be estopped that the representation be acted on, or conduct toward the party
asserting the estoppel such that the latter has a right to believe the former’s conduct
is so intended; 4) unawareness of the true facts by the party asserting the estoppel;
and 5) detrimental and justifiable reliance by the party asserting estoppel on the
representation.
Bloemker v. Laborers’ Local 265 Pension Fund, 605 F.3d 436, 442 (6th Cir. 2010). In addition, if
the pension plan is unambiguous, the plaintiff must show “(1) a written representation; (2) plan
provisions which, although unambiguous, did not allow for individual calculation of benefits; and
(3) extraordinary circumstances in which the balance of equities strongly favors the application of
estoppel.” Id. at 444; see also Deschamps v. Bridgestone Americas, Inc. Salaried Emps. Ret. Plan,
840 F.3d 267, 274 (6th Cir. 2016) (“Because the Plan is ambiguous, we need not analyze the three
elements under the heightened standard.”).
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In their initial motion to dismiss, Defendants argued that Plaintiffs’ equitable estoppel claims
failed because the alleged misrepresentations in the documents attached to Plaintiffs’ complaints,
upon which Plaintiffs alleged they relied in deciding to retire, were made several months after
Plaintiffs actually retired, making it impossible for Plaintiffs to have relied upon the alleged
misrepresentations. (See, e.g., Case No. 1:16-CV-891, ECF No. 10 at PageID.133.) In response to
Defendants’ motions, Plaintiffs amended their complaints to add allegations that: (1) Bosch’s
“apparent agent” made written and verbal representations to Plaintiffs prior to August 1, 2009
(Plaintiffs’ retirement date); (2) Plaintiffs relied on Defendants’ representations in making financial
and life decisions after they retired; and (3) the Bosch Plan is ambiguous. (See, e.g., Case No. 1:16CV-891 at PageID.142 at ¶ 19, 144 at ¶ 29, 146 at ¶ 45, 147–48 at ¶¶ 53, 62.)
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Unambiguous Plan

Defendants argue that Plaintiffs’ amended complaint suffers from the same defect as their
original complaint—Plaintiffs cannot show that, in making their decisions to retire, they relied on
the retirement documents attached to their complaints because those alleged misrepresentations were
made months after Plaintiffs made their decisions to retire. Defendants further argue that Plaintiffs’
allegations about certain unidentified “verbal” and “written” misrepresentations by Bosch’s
“apparent agent” prior to the date Plaintiffs retired cannot cure Plaintiffs’ prior pleading deficiencies
because Plaintiffs provide no factual details about the alleged written misrepresentation, including
its content, the date it was made, and who made it. Defendants further argue that, because equitable
estoppel claims require an element of fraud, Plaintiffs’ allegations about written and verbal
representations made prior to August 1, 2009, fail to comply with Rule 9(b)’s particularity
requirement. Plaintiffs respond that they have sufficiently alleged all of the traditional elements of
an estoppel claim, as well as the heightened pleading requirements for an unambiguous pension plan
set forth in Bloemker. Plaintiffs further argue that they are alleging reliance based not only on their
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decisions to retire, but also “in the form of life and financial decisions made in reliance on the
continued receipt of the promised enhanced early retirement benefits.” (ECF No. 22 at PageID.302
n.6.)
The documents attached to Plaintiffs’ complaints—executed after Plaintiffs retired—show
that Plaintiffs could not have relied on them in deciding to retire. Plaintiffs do not contend
otherwise. Plaintiffs’ allegations that an “apparent agent” of Bosch made a written statement to
Plaintiffs prior to August 1, 2009, that they were eligible for an enhanced early retirement benefit
under the Bosch Plan are insufficient to support Plaintiffs’ claims. Because a plaintiff asserting an
estoppel claim must allege that a defendant’s actions “contain an element of fraud, either intended
deception or such gross negligence as to amount to a constructive fraud,” Bloemker, 605 F.3d at 443
(alteration and internal quotation marks omitted), a plaintiff must satisfy Rule 9(b)’s pleading
requirements. See Cataldo v. U.S. Steel Corp., 676 F.3d 542, 553 (6th Cir. 2012) (noting that the
plaintiffs failed to plead their estoppel claim “with particularity”). Among other things, Plaintiffs
fail to allege who made the statement, when it was made, and its content.
In an effort to shore up their amended complaints, Plaintiffs attach various written documents
to their response, including a 1988 Memorandum of Understanding between GM and the UAW
“Regarding Pension and Other Matters Pertaining to Employes [sic] of AC Rochester - Grand
Rapids, Michigan Offered Employment at Diesel Technology Corporation”; copies of a November
1, 2006, letter to Plaintiffs Tenharmsel, Baker, and Buxton from a union benefits representative, and
a “30 & Out” pension benefit estimate for Plaintiff Chilton. The Court will not consider these
documents because “it is axiomatic that a plaintiff may not amend his complaint through allegations
made in a response to a motion to dismiss.” Sango v. Johnson, No. 13-12808, 2014 WL 8186701,
at *8 (E.D. Mich. Oct. 29, 2014) (citing Jocham v. Tuscola Cnty., 239 F. Supp. 2d 714, 732 (E.D.
Mich. 2003)); see also Becton v. Corrections Corp. of Am., No. 3:16-2282, 2017 WL 1461632, at
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*2 (M.D. Tenn. Mar. 28, 2017) (“Generally, a plaintiff may not amend his complaint by adding
factual allegations as a part of a response in opposition to a motion to dismiss.”). Moreover, the
documents Plaintiffs cite do not support a claim that Plaintiffs reasonably relied on a statement to
them by Defendants. The Memorandum of Understanding was between GM and the union and was
executed decades before Plaintiffs made their decisions to retire, and the remaining documents were
from the union, not Defendants. Thus, they do not contain misrepresentations by Defendants to
Plaintiffs.
Finally, Plaintiffs argue that, even if they cannot allege reliance on written representations
in making their retirement decisions, they have sufficiently alleged that they relied on the continued
receipt of enhanced early retirement benefits in making “life and financial decisions.” This
argument fails because the payment of a benefit, without more, is not a representation that benefits
will continue beyond the current payment being made. Moreover, Plaintiffs’ bare assertions of
“life” and “financial” decisions are insufficient to plead reliance with the particularity required by
Rule 9(b).
Therefore, Plaintiffs fail to an estoppel claim based on an unambiguous pension plan.
2.

Ambiguous Plan

Plaintiffs’ estoppel claim based on an ambiguous plan fails as well. First, although Plaintiffs
allege that “[t]he Bosch Plan was ambiguous making it impossible for [them] to determine [their]
eligibility for benefits and the amount thereof solely by reference to the Bosch Plan,” (ECF No. 11
at PageID.148), Plaintiffs do not allege how the Bosch Plan is ambiguous with regard to the
particular issue germane to their claims—whether GM years of service count towards eligibility for
the enhanced early retirement benefit under the Plan. The Bosch Plan is unambiguous, i.e., 30 years
of service with Bosch are required for an enhanced early retirement benefit. Second, Plaintiffs’
claims fail on the reliance element. As noted, Plaintiffs cannot show that they reasonably relied on
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the representations in the documents attached to their complaints in making their retirement
decisions. In addition, contrary to Plaintiffs’ argument, an estoppel claim based on an ambiguous
pension plan is subject to Rule 9(b)’s particularity requirements because a traditional estoppel claim
still requires that the defendant’s actions contain an element of fraud. Cataldo, 676 F.3d at 553.
Thus, Plaintiffs cannot rely on their unadorned allegations of written or verbal representations by
Bosch’s “apparent agent” to establish their estoppel claim. Third, Plaintiffs cannot rely on the
declarations attached to their response to Defendants’ motion to dismiss to fill in the missing details
of their amended complaints. See Cole v. Mauldin, No. 14-11325, 2015 WL 806908, at *6 (E.D.
Mich. Feb. 26, 2015) (stating that the plaintiff “may not attempt to amend her complaint through a
response to a motion to dismiss, and affidavits attached to briefs may not properly be considered at
the motion to dismiss stage”). Finally, even if the Court could consider Plaintiffs’ declarations, they
still do not show verbal statements made by an agent of Bosch. Instead, the statements were made
by their own union representatives, not by agents of Bosch. The case Plaintiffs cite, Rees v. Iron
Workers’ Local No. 25 Pension Fund, 141 F. Supp. 2d 742 (E.D. Mich. 2015), is distinguishable
from the instant case because the union representative in Rees was a union-representative trustee of
the pension fund. See id. at 747–48. There is no indication here that the union representatives
Plaintiffs identify were also trustees of the Bosch Plan.
B.

Other Equitable Relief
Plaintiffs allege a claim in Count II for “other equitable relief.” In this count, Plaintiffs

allege that they are entitled to the equitable remedies of reformation of the Bosch Plan, surcharge,
an injunction, and “such other and further equitable relief as the Court deems appropriate under the
circumstances.” Defendants argue that this count is subject to dismissal because it does not state
a separate claim that differs from the equitable estoppel claim in Count I. Citing CIGNA Corp. v.
Amara, 563 U.S. 421, 131 S. Ct. 1866 (2011), Plaintiffs argue that the Supreme Court has
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recognized that the equitable remedies of surcharge and reformation are available under § 502(a)(3)
of ERISA, without a showing of detrimental reliance. Even so, the Court did not hold that hold that
a court may impose such remedies at its own whim without a legally sufficient basis. For example,
the Court noted that while detrimental reliance is not a prerequisite to the remedy of “surcharge,”
some showing of harm—“from the loss of a right protected by ERISA or its trust-law
antecedents”—is required. Id. at 444, 131 S. Ct. at 1881. In the instant case, Plaintiffs recite
different forms of equitable remedies without alleging a factual basis for such remedies. These
allegations fail to state a claim under the Twombly/Iqbal pleading standard. Accordingly, Plaintiffs’
claim for “other equitable relief” set forth in Count II will be dismissed.
III. CONCLUSION
For the foregoing reasons, the Court will grant Defendants’ motion to dismiss.
Orders consistent with this Opinion will enter in each of these consolidated cases.

Dated: June 9, 2017

/s/ Gordon J. Quist
GORDON J. QUIST
UNITED STATES DISTRICT JUDGE

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