Knowlton et al v. Ansheuser-Busch Companies, LLC et al
MEMORANDUM AND ORDER - IT IS HEREBY ORDERED that defendantss motion to dismiss, # 45 , is DENIED. Signed by District Judge Stephen N. Limbaugh, Jr on 5/9/14. (KJS)
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
BRIAN KNOWLTON, et al.,
individually, and on behalf of all
others similarly situated,
LLC, et al.,
No. 4:13-cv-210 SNLJ
MEMORANDUM AND ORDER
This matter is before the Court on defendants’ motion to dismiss plaintiffs’ Amended
Count III of the Consolidated Complaint (#45). This Court previously dismissed Count III,
which alleged that plaintiff Angevine is entitled to certain enhanced benefits under his Pension
Plan pursuant to the Employee Retirement Income Security Act of 1974 (“ERISA”), specifically
29 U.S.C. § 1132(a)(1). The Court offered plaintiff time to file an amended complaint, and he
has done so. The defendants’ motion to dismiss has been fully briefed and is ready for
Plaintiffs allege they are former employees of Busch Entertainment Corporation (“BEC”),
which was a member of the “Controlled Group” of Anheuser-Busch Companies, LLC (“ABC”).
Plaintiffs further allege they are salaried participants in the Anheuser-Busch Companies Pension
Plan (“Plan” or “Pension Plan”).
The Pension Plan at the heart of this dispute provides, at Section 19.11(f), for certain
enhanced retirement benefits in case of a “change of control.” That Section states that a salaried
participant “whose employment with the Controlled Group is involuntarily terminated within
three (3) years after the Change in Control” is entitled to an enhanced pension benefit that adds
“an additional five (5) years of Credited Service” and “an additional five (5) years of age” to the
benefit calculation, an enhanced amount that “shall in any event be at least fifteen percent (15%)
larger” than the benefit to which the participant would have otherwise been entitled (“+5/+5
benefits” or “enhanced benefits”).
In July 2008, Anheuser-Busch InBev, N.V. (“InBev”) announced that it was acquiring
ABC in November 2008 (the “Acquisition”). Plaintiffs allege that the transaction was a “Change
in Control” under the Plan. ABC stated to all salaried employees in a memorandum that “if a
participant in the [Plan] is involuntarily terminated within three years after a change in control,
the participant’s benefits will be determined based on five additional years of age and credited
service or by increasing the benefits by 15 percent, whichever provides the larger benefit.”
Sometime prior to November 2009, InBev announced that it was selling BEC to the
Blackstone Group and that the transaction (the “BEC Sale”) would be finalized on December 1,
2009. Plaintiffs assert that, as a result of the BEC Sale, they and all other similarly situated
salaried employees of BEC had their employment with the Controlled Group involuntarily
terminated within three (3) years of the Change of Control. However, in November 2009 ABC
informed the salaried employees of BEC that they “will not be eligible for the +5/+5
enhancement upon the date of your termination of employment with BEC after the sale is
finalized.” Plaintiffs allege that when they filed a claim for the enhanced benefits, the Plan
denied the claim. Plaintiffs therefore seek to obtain the enhanced benefits through this ERISA
action under Count I.
Count III covers a class of individuals who, like plaintiff Angevine, were fired sometime
after the sale of BEC to Blackstone. Plaintiff Angevine alleges that he applied for immediate
early retirement with +5/+5 enhanced benefits on August 30, 2010. His claim was denied in a
letter on November 24, 2010. That denial letter stated that the enhanced benefits did not apply
unless there was “an actual break in an individual’s employment, rather than simply a change in
the owner.” Angevine appealed the denial via letter on January 19, 2011. The letter requested
copies of certain documents and reserved the right to submit additional comments and issues for
consideration by the Committee upon receipt of the requested documents. Angevine was
terminated1 by BEC — which was by then renamed Seaworld — on February 28, 2011, while his
appeal was pending and before he received the requested documents. So on March 11, 2011,
Angevine again wrote the A-B pension department appeals committee and stated that if the Plan
Administrators were allowed to condition his entitlement to the +5/+5 enhancement on actual
termination of employment, then his appeal must be granted because his employment had been
terminated. Thus, Angevine argues, he was no longer employed, and he was no longer employed
by the Controlled Group, so he suggested he was eligible for the enhanced benefit.
The Committee sent Angevine the information he had requested on April 15, 2011. They
sated that they would accept any additional information from him through May 13, 2011. On
May 17, 2011, the Committee denied Angevine’s appeal.
Angevine alleges he was terminated because he had completed training his replacement
— a group of accountants located in India.
The purpose of a Rule 12(b)(6) motion to dismiss for failure to state a claim is to test the
legal sufficiency of a complaint so as to eliminate those actions “which are fatally flawed in their
legal premises and designed to fail, thereby sparing litigants the burden of unnecessary pretrial
and trial activity.” Young v. City of St. Charles, 244 F.3d 623, 627 (8th Cir. 2001) (quoting
Neitzke v. Williams, 490 U.S. 319, 326-27 (1989)). The “tenet that a court must accept as true all
of the allegations contained in a complaint is inapplicable to legal conclusions. Threadbare
recitals of the elements of a cause of action, supported by mere conclusory statements, do not
suffice.” Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009) (citing Bell Atlantic v. Twombly, 550
U.S. 544, 555 (2007) (pleading offering only “labels and conclusions” or “a formulaic recitation
of the elements of a cause of action” will not do)).
To survive a motion to dismiss, “a claim must be facially plausible, meaning that the
‘factual content . . . allows the court to draw the reasonable inference that the respondent is liable
for the misconduct alleged.’” Cole v. Homier Dist. Co., Inc., 599 F.3d 856, 861 (8th Cir. 2010)
(quoting Iqbal, 129 S.Ct. at 1949). When determining the facial plausibility of a claim, the Court
must “accept the allegations contained in the complaint as true and draw all reasonable
inferences in favor of the nonmoving party.” Id. (quoting Coons v. Mineta, 410 F.3d 1036, 1039
(8th Cir. 2005)). Finally, where a court can infer from those factual allegations no more than a
“mere possibility of misconduct,” the complaint must be dismissed. Id. (quoting Iqbal, 129 S.Ct.
at 1950). With these principles in mind, the Court turns to defendants’ motion.
Defendants move to dismiss that count because (1) Angevine has not filed or exhausted
any claim related to his alleged termination from SeaWorld, and (2) Angevine does not allege
adequately that pursuing administrative review for the new claim would be futile.
This Court cannot consider unexhausted benefits claims where a particular Plan provides
for and requires an administrative review process. Galman v. Prudential Ins. Co. of Am., 254
F.3d 768, 770 (8th Cir. 2001). Angevine maintains that he filed and exhausted his claim related
to his termination because he wrote to Plan on March 11, 2011. That letter informed the Plan of
Angevine’s employment termination with SeaWorld and stated that he was entitled to his
enhanced benefit. Here, defendants state that plaintiff did not submit a “claim” for benefits based
upon his termination, and that he could not merely fold into his original claim his entirely new
basis for enhanced benefits.
Defendants cite to the purpose of the “exhaustion rule,” which is to ensure that a plan
administrator possesses sufficient information to decide a claim. Chorosevic v. MetLife Choices,
600 F.3d 934, 941 (8th Cir. 2010). Specifically, defendants complain that Angevine did not
provide them with details or context related to his employment at SeaWorld, and they set forth a
laundry list of information which they say Angevine should have supplied to them, e.g., proof of
termination, the basis for the termination, whether he was offered a transfer, from which entity he
was terminated, and any severance package information. Defendants say that they “invited”
Angevine to supply that information. Presumably, defendants refer to their April 15, 2011 letter,
which, although it did not mention the alleged termination at all, stated that “you may provide the
[Committee] with any additional information you believe to be relevant to Mr. Angevine’s
claim...by May 13, 2011.” Indeed, neither party appears to mention the fact of Angevine’s
termination — or its relationship to his claim for enhanced benefits — after Angevine sent his
March 11 letter.
Defendants rely upon Chorosevic for their exhaustion argument. Notably, that opinion
affirmed a summary judgment against the plaintiff for failure to exhaust her claims before her
plan’s appeals committee. 600 F.3d at 942. The plaintiff there argued that a letter she had sent
during the appeals process had raised two claims for reimbursement of money paid for certain
medical procedures. However, although plaintiff generically referred to a category of claims in
that letter and mentioned a specific claim for $69.20, the letter did not mention the two claims at
issue, which were for $191.10 and $13.00. Id. The Court noted that “Section 502(a) of ERISA
does not require either issue or theory exhaustion; it requires only claim exhaustion.” Id.
(quoting Wolf v. Nat’l Shopmen Pension Fund, 728 F.2d 182, 186-87 (3d Cir. 1984) (emphasis in
In contrast — unlike the plaintiff in Chorosevic — plaintiff Angevine has pleaded that he
made one claim for his +5/+5 enhanced benefits under the Plan. The argument that he set forth
in his March 11 letter sets forth a new theory for obtaining those same benefits. To the extent
defendants contend that Angevine was required to furnish them with more information in support
of that new theory, that contention cannot dispose of plaintiffs’ Count III in a motion to dismiss.
Plaintiff Angevine has adequately pleaded that he, along with a subclass of others like him, are
entitled to the enhanced benefits after his actual termination from his employment with
SeaWorld. Whether that Count can be successful on its merits is another question for another
IT IS HEREBY ORDERED that defendants’s motion to dismiss, #45, is DENIED.
Dated this 9th day of May, 2014.
STEPHEN N. LIMBAUGH, JR.
UNITED STATES DISTRICT JUDGE
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