MILLER v. CAMPBELL SOUP COMPANY RETIREMENT & PENSION PLAN ADMINISTRATIVE COMMITTEE

Filing 42

OPINION. Signed by Judge Robert B. Kugler on 4/11/2022. (dmr)(n.m.)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY
CAMDEN VICINAGE
__________________________________
:
SHERRY L. MILLER,
:
:
Plaintiff,
:
:
Civil No. 19-11397 (RBK/MJS)
v.
:
CAMPBELL SOUP COMPANY –
:
OPINION
RETIREMENT & PENSION PLAN
:
:
ADMINISTRATIVE
COMMITTEE,
:
:
Defendant.
:
__________________________________
KUGLER, United States District Judge:
This matter involves a dispute about a former employee’s pension eligibility calculation.
Presently before the Court is Defendant’s Motion to Dismiss the Complaint (Doc. No. 35). For the
reasons set forth below, Defendants’ Motion to Dismiss is DENIED.
Defendant also moves to strike Plaintiff’s sur-reply brief, which was filed without leave of
the Court. (Doc. No. 39). A motion to strike is a procedural mechanism to remove inappropriate,
insufficient, or redundant matters from pleadings. See Fed. R. Civ. P. 12(f). The sur-reply brief
(Doc. No. 38) is not a pleading, so a motion to strike it pursuant to Rule 12(f) is not a proper
mechanism. For this technical reason, we deny Defendant’s Motion to Strike (Doc. No. 39). We
note, however, that sur-replies may be filed only with leave of this Court. Local Civ. R. 7.1(d)(6).
Plaintiff did not seek leave to file a sur-reply, so we will not consider it.
I.

BACKGROUND
The following background is taken from the Amended Complaint (Doc. No. 31-1) and

presumed true for the purpose of the pending Motion. On August 9, 2017, Campbell Soup

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Company mailed a Retirement and Pension Plan Benefit Notice and Election Package to Plaintiff.
The mailing contained a commencement effective date of November 1, 2017. On or about October
3, 2017, Plaintiff noticed that the Years of Benefit Service was 15.3333 in the Pension Election
Package. Plaintiff contends that this number is not accurate. Defendant administers the Pension
Plan (“Plan”).
Plaintiff was hired by Campbell Soup Company at their Camden, New Jersey headquarters
on November 1, 1985 as a full-time, salaried employee, and she was eligible for pension benefits
beginning that date. She worked as a full-time, salaried, pension-eligible employee until February
16, 2001. She was then rehired on June 25, 2001 and worked as a full-time, salaried employee
until October 31, 2015.
On February 6, 2003, Plaintiff received a letter from Campbell Soup Company Employee
Relations confirming the Bridging Policy and stating that the count of years of benefit service as
of January 1, 2003 was 16 years and 10 months, or 16.8333 years.
On February 28, 2008, a 2008 Pension Estimate Calculation Statement, which was
managed by the Plan’s recordkeeper, reported years of service of 22.50.
Plaintiff contends that as of the October 13, 2015 termination, her Plan years of service
count is 28.182, not 15.3333. Plaintiff communicated this discrepancy to Defendant some time in
2017. On December 13, 2017, Plaintiff received a Claims Review / Denial of Benefits letter.
Plaintiff brings a claim against Defendant for breach of fiduciary duty and equitable
estoppel under the Employee Retirement Income Security Act of 1974 (“ERISA”). Plaintiff asks
this Court to make Defendant make her pension-eligible years of service count 28.182 dating back
to November 1, 2017 and to provide any other applicable relief.

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Plaintiff initially filed a Complaint on April 26, 2019. (Doc. No. 1). We dismissed that
Complaint without prejudice in a February 10, 2020 order. (Doc. No. 14). After a series of
attempted amended complaints, we granted leave to file the present Amended Complaint. (Doc.
No. 33). Defendant now moves to dismiss the Amended Complaint. (Doc. No. 35).
II.

STANDARD OF REVIEW
Rule 12(b)(6) allows a court to dismiss an action for failure to state a claim upon which

relief can be granted. Fed. R. Civ. P. 12(b)(6). When evaluating a motion to dismiss, "courts accept
all factual allegations as true, construe the complaint in the light most favorable to the plaintiff,
and determine whether, under any reasonable reading of the complaint, the plaintiff may be entitled
to relief." Fowler v. UPMC Shadyside, 578 F.3d 203, 210 (3d Cir. 2009) (quoting Phillips v. Cnty.
of Allegheny, 515 F.3d 224, 233 (3d Cir. 2008)). In other words, a complaint is sufficient if it
contains enough factual matter, accepted as true, to "state a claim to relief that is plausible on its
face." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009); Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570
(2007). It is not for courts to decide at this point whether the moving party will succeed on the
merits, but "whether they should be afforded an opportunity to offer evidence in support of their
claims." In re Rockefeller Ctr. Prop., Inc., 311 F.3d 198, 215 (3d Cir. 2002). Also, legal
conclusions and "[t]hreadbare recitals of the elements of a cause of action, supported by mere
conclusory statements, do not suffice." Iqbal, 556 U.S. at 678.
To determine whether a complaint is plausible on its face, courts conduct a three-part
analysis. Santiago v. Warminster Twp., 629 F.3d 121, 130 (3d Cir. 2010). First, the court must
"tak[e] note of the elements a plaintiff must plead to state a claim." Id. (quoting Iqbal, 556 U.S. at
675). Second, the court should identify allegations that, "because they are no more than
conclusions, are not entitled to the assumption of truth." Id. at 131 (quoting Iqbal, 556 U.S. at 680).

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Finally, "where there are well-pleaded factual allegations, a court should assume their veracity and
then determine whether they plausibly give rise to an entitlement for relief." Id. (quoting Iqbal,
556 U.S. at 680). This plausibility determination is a "context-specific task that requires the
reviewing court to draw on its judicial experience and common sense." Iqbal, 556 U.S. at 679. A
complaint cannot survive where a court can only infer that a claim is merely possible rather than
plausible. Id.
We note our “well-established” obligation to construe pro se pleadings liberally, Higgs v.
AG of the United States, 655 F.3d 333, 339 (3d Cir. 2011), pursuant to a “tradition of leniency.”
Mala v. Crown Bay Marina, Inc., 704 F.3d 239, 244 (3d Cir. 2013).
III.

DISCUSSION
A. The Plan and the Bridging Policy
Defendant has supplied the Plan (Doc. No. 9-3 (“Plan”)), a document “whose contents are

alleged in the complaint and whose authenticity no party questions,” so we may consider the Plan
in addition to the Complaint when deciding the motion to dismiss. Santomenno ex rel. John
Hancock Tr. v. John Hancock Life Ins. Co. (U.S.A.), 768 F.3d 284, 290 (3d Cir. 2014).
Prior to April 30, 1999, the Plan calculated a participant’s retirement benefit using the
traditional, old formula. (Plan at 27-39). On May 1, 1999, the Plan converted from a traditional
pension plan using the old formula to a cash balance plan, under which participants accrue
retirement benefits based on a combination of “Pay Credits” and “Interest Credits.” (Id. at 1, 18).
Thereafter, employees hired or rehired by Campbell accrued retirement benefits under that Cash
Balance formula. For Campbell employees who participated in the Plan prior to May 1, 1999,
benefits were calculated under both formulas. Under the old formula, participants continued to
accrue their retirement benefits for an additional fifteen years or until the “first termination of

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[their employment] after April 30, 1999,” whichever occurred earlier, at which point no further
benefits accrued under the old formula. (Id. at 27). The Plan simultaneously calculated a benefit
using the Cash Balance formula. (Id. at 18). Upon retirement, these participants would receive the
greater of the two formulas. (Id. at 23).
Specifically, the Plan’s Article V, which sets out the old formula, states:
A Participant’s benefit calculated under Sections 5.01 through 5.05 shall be subject
to the following limitations:
(a) A Covered Employee who becomes a Participant on or after May 1, 1999, shall
not accrue benefits under this Article V.
(b) An individual who is a Participant but not an Employee on April 30, 1999, shall
not accrue benefits under this Article V after April 30, 1999.
(c) A Participant who is a Covered Employee on April 30, 1999 shall not accrue
any additional benefits under this Article V following the earliest of (i) his first
termination of Covered Employment after April 30, 1999, (ii) April 30, 2014, or
(iii) such date as specified in an applicable Plan amendment.
(Plan at 27).
There is no dispute that Plaintiff’s first termination from Campbell was after April 30,
1999; the parties agree that February 16, 2001 is the operative date for Plaintiff’s first termination.
Under Article V, item (c)(i) of the Plan (Plan at 27), Plaintiff does not accrue any additional
benefits under the old formula following her first termination after April 30, 1999. She had
accumulated retirement benefits under the old formula between her hiring on November 1, 1985,
and February 16, 2001, which is 15.333 years.
Plaintiff’s second period of employment was from June 25, 2001, to October 31, 2015. The
Bridging Policy states in relevant part:
Purpose: The purpose of this policy is to consistently apply the same rules for
bridging of prior service, for all affected Programs: Pension, 401K, ESP Retiree
Medical, Vacation, Personal Time, Severance, and Salary Sick Pay. To Achieve
this consistency the ERISA rules, which prescribe bridging of prior service for
pension plans, will be the foundation of this policy.
Effective: January 1, 2003
Eligibility: US Regular full time and regular part time benefited salaried employees

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1. Employee must have worked at least 3 months before leaving the Company during
the prior employment period.
2. Employee must work at least 6 months following rehire to be eligible to receive
credit for prior service.
Benefit:
1. If prior service is equal to or greater than 5 years, employee receives credit for
prior service.
(Doc. No. 31-1 Exhibit B).
Under the Bridging Policy for prior service greater than five years, Plaintiff received credit
for her prior service. This means that her retirement benefit continued to accrue under the operative
formula, the Cash Balance formula. This does not mean that her credit for retirement reverted the
calculation back to the old formula. This is because the Plan precludes further accruals under the
old formula following Plaintiff’s “first termination” of employment after April 30, 1999. (Plan at
27). Nothing in the Bridging Policy amended or modified the Plan.
Plaintiff points out that the Bridging Policy explicitly defines its purpose of consistently
applying the same rules for bridging for prior service, including for pensions. Plaintiff reads the
Bridging Policy to carry over the old formula for pension service calculations notwithstanding the
Plan. But as discussed, the Plan sets out a specific limitation on accrual under the old formula after
Plaintiff was terminated in 2001. What the Bridging Policy does do is make Plaintiff’s retirement
benefit under the new formula accrue after rehire, taking into account her previously accumulated
Pay Credits and Interest Credits.
B. Breach of fiduciary duty for misrepresentation
Campbell made incorrect pension eligibility statements to Plaintiff twice. On February 6,
2003, a Manager at Campbell Employee Relations sent Plaintiff a letter stating “We are very
pleased to inform you that as a result of our new Service Bridging Policy, it has been determined
that you have 16 years, 10 months of benefited service with Campbell Soup Company. Effective

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January 1, 2003, you will be entitled to all the Company Benefits that apply to an employee with
this length of service. Your Human Resources Record reflects a service date of 3/1/86.” (Doc. No.
31-1 Exhibit B at 16). On February 28, 2008, Campbell submitted to Plaintiff a pension estimate
of “Benefit Service” of 22.5 years in response to Plaintiff’s request. (Doc. No. 31-1 Exhibit C).
Plaintiff argues that these statements give rise to a breach of fiduciary duty under ERISA.
Defendant responds that the 2003 letter was a misstatement by the Plan’s recordkeeper, and that
the elements of breach of fiduciary duty for misrepresentation cannot be met.
ERISA § 404 provides:
“[A] fiduciary shall discharge his duties with respect to a plan solely in the interest
of the participants and beneficiaries and—
(A) for the exclusive purpose of:
(i) providing benefits to participants and their beneficiaries; and
(ii) defraying reasonable expenses of administering the plan;
(B) with the care, skill, prudence, and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of a like character and with like
aims;”
29 U.S.C. § 1104(a)(1).
“An ERISA fiduciary may not, in the performance of its duties, materially mislead those to whom
the duties of loyalty and prudence are owed.” In re Unisys Corp. Retiree Med. Benefits ERISA
Litig., 579 F.3d 220, 228 (3d Cir. 2009) (cleaned up). To establish a breach of fiduciary duty claim
for misrepresentation, “a plaintiff must demonstrate that (1) the defendant was acting in a fiduciary
capacity; (2) the defendant made affirmative misrepresentations or failed to adequately inform
plan participants and beneficiaries; (3) the misrepresentation or inadequate disclosure was
material; and (4) the plaintiff detrimentally relied on the misrepresentation or inadequate
disclosure.” Id. at 228 (cleaned up).
(1) Whether Defendant was acting in a fiduciary capacity

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Defendant contends that the calculation of pension benefits is a purely ministerial task, not
a fiduciary act. Section 3(21)(A) of ERISA states a person is a fiduciary with respect to a plan
only:
to the extent (i) he exercises any discretionary authority or discretionary control
respecting management of such plan or exercises any authority or control respecting
management or disposition of its assets, (ii) he renders investment advice for a fee
or other compensation, direct or indirect, with respect to any moneys or other
property of such plan, or has any authority or responsibility to do so, or (iii) he has
any discretionary authority or discretionary
responsibility in the administration of such plan.
29 U.S.C. § 1002(21)(A); see also Varity Corp. v. Howe, 516 U.S. 489, 527 (1996) (“[A]
person is a fiduciary with respect to a plan only to the extent that he has any discretionary authority
or discretionary responsibility in the administration of such plan.”) (internal quotation marks
omitted). In contrast, “a person who performs purely ministerial functions . . . for an employee
benefit plan within a framework of policies, interpretations, rules, practices and procedures made
by other persons is not a fiduciary.” 29 C.F.R. § 2509.75-8. Ministerial functions include
calculation of benefits. Id.
Defendant’s argument is that because the calculation of benefits is ministerial, it is not
possible to bring a claim relating to an incorrect or misleading calculation of benefits. But this
lawsuit is not against a “person who performs purely ministerial functions.” It is against the
administrative committee of the Plan. The Plan states, “The members of the Committee shall be
deemed to be the ‘named administrators and fiduciaries’ of this Plan for purposes of compliance
with the fiduciary responsibility provisions of ERISA.” (Plan at 116). Here, Defendant is a
fiduciary, and blaming their recordkeeper for incorrect plan estimates does not change that
fiduciary status. “A plan administrator ... acts as a fiduciary when explaining plan benefits and
business decisions about plan benefits to its employees.” In re Unisys Corp. Retiree Med. Benefits

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ERISA Litig., 579 F.3d 220, 228 (3d Cir. 2009) (citing Adams v. Freedom Forge Corp., 204 F.3d
475, 492 (3d Cir. 2000)). In Unisys, the human resources staff who disseminated information about
medical benefits for retirees were considered agents of Unisys with “apparent, if not actual,
authority” to make those communications. Id. at 230. Likewise, in Pell v. E.I. DuPont De Nemours
& Co., a Director of Employee Compensation and Benefits had apparent authority to communicate
an employee’s status for a benefit plan by letter. 539 F.3d 292, 301 (3d Cir. 2008). Apparent
authority “(1) results from a manifestation by a person that another is his agent and (2) exists only
to the extent that it is reasonable for the third person dealing with the agent to believe that the agent
is authorized.” Id. (citing Taylor v. Peoples Natural Gas Co., 49 F.3d 982, 989 (3d Cir. 1995)).
Here, it is plausible that the Plan’s Recordkeeper is an agent of Defendant with authority to
communicate estimates of pension benefits. The pension benefits calculator was a manifestation
by Defendant that the Recordkeeper was their agent. The Recordkeeper works for the Plan to
disseminate information about Plan benefits, leading a reasonable person to believe that she has
authority from Defendant to do so.
Defendant’s reliance on Galman v. Sysco Food Servs. of Metro N.Y., LLC is misplaced.
No. 13-7800, 2015 U.S. Dist. LEXIS 45746 (D.N.J. Apr. 8, 2015). In Galman, an employee of
Sysco Food Services requested information from a human resources manager about a lump sum
retirement payment. Id. at *2. His request was not fulfilled, and he later brought an action for inter
alia breach of fiduciary duty against his employer. Id. at *1-3. The employee failed to state a claim
for breach of fiduciary duty in part because he did not allege that any of the Defendants were
fiduciaries with discretion to administer the plan or distribute benefits. Id. at *15. While the human
resources manager for an employer is not a fiduciary under ERISA with respect to the Plan, a plan
administrator is. See id. (“[the plaintiff] has failed to sue the plan administrator. A plan

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administrator would generally be considered a fiduciary.”). Here, Plaintiff has done what the
employee in Galman did not, which is bring an action against the administrative committee for the
Plan.
Defendant also cites Mehra v. Pfizer Ret. Comm. for its statement that “allegations and
facts showing merely ministerial tasks” are “insufficient to establish fiduciary status.” No. 113854, 2013 U.S. Dist. LEXIS 132582, at *26-27 (D.N.J. Sep. 17, 2013). These quotes are better
understood in context:
ERISA specifically sets forth the criteria for an entity to be deemed a fiduciary. The
lynchpin of fiduciary status is discretion, and discretion is a fact specific inquiry.
In that regard, Plaintiff must sufficiently allege, and the undisputed facts must
demonstrate, the degree of Pfizer's discretion in managing the Pension Plan and
determining Plaintiff's eligibility for benefits — i.e., whether Pfizer "maintained
any authority or control over the management of the plan's assets, management of
the plan in general, or maintained any responsibility over the administration of the
plan." If such is the case, Pfizer may be considered a fiduciary, and therefore, an
appropriate defendant under ERISA. On the other hand, allegations and facts
showing merely ministerial tasks, such as providing general information about the
Pension Plan, without any showing that Pfizer had discretion on how to administer
the plan, would be insufficient to establish fiduciary status.
Mehra v. Pfizer Ret. Comm., No. 11-3854, 2013 U.S. Dist. LEXIS 132582, at *25-27 (D.N.J. Sep.
17, 2013) (citations omitted). In that action, Pfizer – unlike the Pfizer Retirement Committee -was not a fiduciary with respect to the plan. Id. at *30. In our case, Plaintiff brings this action
against the administrative committee for the Plan, not against the former employer, so Mehra is
not applicable.
(2) Whether Defendant made affirmative misrepresentations to plan participants
and beneficiaries
Plaintiff alleges two misrepresentations by Defendant, by or through an agent, where
Defendant indicated that Plaintiff had accumulated more pension eligible years than Defendant

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ended up paying. Defendant does not contest this element. We are satisfied that Defendant’s
communications about pension eligible years, which Defendant later walked back, were
misrepresentations.
(3) Whether the misrepresentations were material
Plaintiff alleges that difference between the misrepresented and actual pension eligibility
calculation corresponds to a 46% reduction monthly pension benefit. “A misrepresentation is
material if there is a substantial likelihood that it would mislead a reasonable employee in making
an adequately informed decision about if and when to retire.” Pell, 539 F.3d at 300 (3d Cir. 2008)
(citations omitted). Defendant does not contest this element. We are satisfied that the
misrepresentation here, corresponding to a 46% benefits reduction as alleged, is material.
(4) Whether Plaintiff detrimentally relied on the misrepresentations
Plaintiff alleges that she detrimentally relied on the pension benefits estimates.
Specifically, Plaintiff states that the pension benefits estimates “led the Plaintiff to believe she
could financially manage excessive medical expenses associated with an incurable neurological
disorder.” (Compl. ¶ 18(a)). Defendant contests the sufficiency of this pleading. Bearing in mind
the liberal standard applied to pro se pleadings, we disagree with Defendant’s view that Plaintiff’s
argument is “conclusory.” We understand her pleading to indicate that she made financial
decisions related to planning for large, anticipated medical expenses based on the pension benefits
estimates, to her detriment. Detrimental reliance “may encompass decisions to decline other
employment opportunities, to forego the opportunity to purchase supplemental health insurance,
or other important financial decisions pertaining to retirement.” Shook v. Avaya Inc., 625 F.3d 69,
74 (3d Cir. 2010) (citations omitted). Determining how to pay for upcoming medical expenses is

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an important financial decision that was affected by the misrepresentations, so this element is
sufficiently pleaded.
C. Equitable estoppel under ERISA
Defendant argues that Plaintiff is not entitled to relief under ERISA based on an equitable
estoppel theory, which requires (1) a material representation by a fiduciary, (2) reasonable and
detrimental reliance by Plaintiff upon the representation, and (3) extraordinary circumstances. Pell,
529 F.3d at 300 (citing Curcio v. John Hancock Mut. Life Ins. Co., 33 F.3d 226, 235 (3d Cir. 1994).
As discussed above, the first two elements have been pleaded.
Extraordinary circumstances arise in many ways, and they do not necessarily require a
showing of bad faith by the employer or Plan administrator. Kurz v. Phila. Elec Co. (Kurz II), 96
F.3d 1544, 1553 (3d Cir. 1996) (collecting cases). In Pell, for example, “Repeated
misrepresentations over an extended course of dealings between an employer and an employee are
sufficient to demonstrate the existence of extraordinary circumstances, when… the employee has
been diligent in inquiring into the employer's representations, in seeking clarifications about those
representations, and in obtaining reaffirmations of those representations.” 539 F.3d at 304. See
also Smith v. Hartford Ins. Group, 6 F.3d 131, 142 (3d Cir. 1993) (suggesting there are
extraordinary circumstances where plaintiff repeatedly inquired about benefits and defendant
repeatedly misrepresented the scope of coverage).
Here, this is not a case of a simple ERISA reporting error or an omission in the disclosure
documents. See Kurz II, 96 F.3d at 1553. The Plan bookkeeper made affirmative
misrepresentations to Plaintiff over an extended period of time: in 2003 and in 2008. The estimates
were consistent with each other and consistent with the old formula. Plaintiff understood based on
these estimates, five years apart, that she was continually accruing pension-eligible years under

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the old formula. Plaintiff diligently pursued accurate pension information by making a pension
estimate request. (Doc. No. 31-1 Exh. C). The misrepresentation, in effect, was sustained over the
second half of her career. Given this substantial length of time that was affected and Plaintiff’s
diligence, Plaintiff has sufficiently pleaded extraordinary circumstances.
D. Statute of limitations
Defendant argues that ERISA’s statute of limitations bars Plaintiff’s claim. The applicable
statute of limitations period is “three years after the earliest date on which the plaintiff had actual
knowledge of the breach or violation.” 29 U.S.C. § 1113(2). While Plaintiff alleges that she first
learned of the misrepresentation on December 13, 2017, Defendant points out that the Plan
Bookkeeper communicated the pension calculator error to Plaintiff in 2013. Defendant has
supplied a document to this effect. (Doc. No. 9-6 (“This was an error in our pension calculator,
which was corrected during the month of April.”)).
At the motion to dismiss stage, we limit our review to the face of the complaint, exhibits
attached to the complaint, matters of public record, and documents “integral to or explicitly relied
upon in the complaint.” Schmidt v. Skolas, 770 F.3d 241, 249 (3d Cir. 2014). A complaint need
not anticipate or overcome affirmative defenses such as a statute of limitations defense. Id. at 248
(citing Fed. R. Civ. P. 8). The 2013 communication Defendant cites for this argument is not part
of Plaintiff’s Complaint. The Complaint alleges that Plaintiff learned of the misrepresentation on
December 13, 2017, not in 2013. Based only on the documents properly considered at this stage
(the Complaint and the Plan), we cannot dismiss on statute of limitations grounds. See id. at 252.
Defendant’s reliance on a 2013 communication introduces a factual and evidentiary dispute as to
whether the communication triggers a statute of limitations bar. We do not resolve such disputes
on a motion to dismiss.

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E. Plaintiff’s claim for additional benefits
Finally, Defendant argues that Plaintiff is not entitled to additional benefits because ERISA
Section 502(a)(1)(B) provides relief only when a defendant denies a benefit actually provided by
the applicable benefit plan. We agree with Defendant that the Plan as written does not provide
benefits under the old formula after her first termination after April 30, 1999, i.e., after February
16, 2001. This does not perturb her claims for breach of fiduciary duty and equitable estoppel.
IV.

CONCLUSION
At the pleading stage, Plaintiff has stated a claim for breach of fiduciary duty for

misrepresentation and for equitable estoppel under ERISA. Defendant’s Motion to Dismiss (Doc.
No. 35) is DENIED. Defendant’s Motion to Strike (Doc. No. 39) is DENIED. An order follows.

Dated: 4/11/2022

/s/ Robert B. Kugler
ROBERT B. KUGLER
United States District Judge

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