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Williamson v. Travelport, LP

United States District Court, N.D. Georgia, Atlanta Division

January 10, 2018

ANGELA HENDERSON WILLIAMSON, on behalf of herself and all others similarly situated Plaintiff,



         This matter is before the Court on Defendant Travelport, LP, and Galileo & Worldspan U.S. Legacy Program Plan's (collectively, “Defendants”) Motion to Dismiss Plaintiff's Amended Complaint [19] (“Motion to Dismiss”). Also before the Court is Plaintiff's Request for Oral Argument on her Response in Opposition to Defendants' Motion to Dismiss Plaintiff's Amended Complaint [21] (“Motion for Oral Argument”).

         I. BACKGROUND

         A. Facts

         This action arises from Defendants' alleged violations of the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. §§ 1001, et seq. Plaintiff asserts, on behalf of herself and others similarly situated to her, that Travelport, LP (“Travelport”) wrongfully denied her pension benefits under the Galileo & Worldspan U.S. Legacy Plan based on miscalculations. She asserts, on behalf of herself only, that Defendants failed to produce certain documents supporting the calculation of her benefits.[1]

         1. The Parties and the Plan

         On or about September 4, 1968, Plaintiff began working as a stewardess for United Airlines, Inc. (“UAL”). (Amended Complaint [16] (“Am. Comp.”) ¶ 12). During her time at UAL, she also worked as a ticket reservation agent and technical support agent. (Id.). Plaintiff was continuously employed with UAL until approximately June 30, 1988, when “certain UAL employees, Plaintiff among them, were transferred to . . . Covia [Corporation (“Covia”)].” (Id. ¶ 13). Plaintiff worked for Covia until approximately December 31, 1992. (Id.). “On or about January 1, 1993, Plaintiff's employment was transferred to Apollo Travel Services Partners [(“Apollo”)], which upon information and belief was a successor by mergers and name changes to Covia.” (Id. ¶ 15). Plaintiff's last day of employment with Apollo was May 6, 1997. (Id. ¶ 21).

         Plaintiff alleges that she was a pension plan participant during the entirety of her employment with UAL, Covia, and Apollo-approximately twenty-eight (28) years. (Id. ¶ 21). Plaintiff first participated in the UAL Non-Union Ground Employees' Retirement Plan. (Id. ¶ 12; see also [4.2]). Plaintiff then participated in the Covia Pension Plan. (Id. ¶ 14; see also [4.3]). Plaintiff finally participated in the Galileo International Employees Pension Plan. (Id. ¶ 15; see also [4.4]). Plaintiff states that the Galileo International Employees Pension Plan was later amended and restated as the Galileo & Worldspan U.S. Legacy Pension Plan [4.1] (the “Plan”), which Plaintiff asserts is now the “operative plan” governing her pension benefits. (Id. ¶ 16, 20; see also [4.1] at 9).

         The Plan is an employee pension plan sponsored and administered by Travelport within the meaning of ERISA, 29. U.S.C. § 1002(2)(A). (Galileo & Worldspan U.S. Legacy Pension Plan Summary Plan Description [4.6] (“Summary Plan Description”) at 32). It applies to any employee terminating employment “on or after January 1, 1997, ” which includes Plaintiff. ([4.1] at 9). The Plan is funded by Travelport contributions, which are determined by the Plan's actuary. (Id.).

         Plan participants are not themselves permitted to make contributions. (Id.).

         The Plan is a “non-integrated defined benefit pension plan, ” and the terms and details for determining benefits are outlined in the Plan. ([4.1] at 8). The Plan states that “Normal Retirement Benefits” are calculated using the following formula: “1.6% of your monthly Final Average Compensation multiplied by Months of Benefit Service divided by 12.” ([4.1] at 29). “Final Average Compensation” is defined as:

[T]he highest monthly average of a Participant's Compensation attributable to the sixty (60) consecutive Months of Service occurring during the last one-hundred twenty (120) Months of Service of employment with the Employer; provided, however, that if a Participant has fewer than sixty (60) Months of Service with the Employer, such Participant's Final Average Compensation shall be determined by dividing the total Compensation for all Months of Service during his period of employment by the number of such Months of Service. With respect to a Participant who becomes Disabled, Final Average Compensation shall be determined as of his date of Disability.

([4.1] at 16). The Plan includes in its “Benefit Service” definition the following:

“(b) Prior Plan Participant. A Participant who was in [a] Prior Plan[2] shall be credited with months of Benefit Service equal to the number of Months of Service for benefit accrual purposes that were standing to his credit under the Prior Plan as of December 31, 1992.” ([4.1] at 12).

         The Summary Plan Description provides that, when a Plan participant decides to retire and receive payments, he or she may contact the Travelport Retirement Benefits Center (“TRBC”) to start the plan benefit process. ([4.6] at 20). The Employee Benefits Committee (the “Committee”) is responsible for the day-to-day operations of the Plan. (Id. at 32). The Plan states that the Committee “shall have the discretionary authority to determine eligibility for Plan benefits and to construe and interpret the terms of the Plan, including the making of factual determinations, and the decision thereon of the Committee shall be final and conclusive and binding upon all persons to the extent permitted by law.” ([4.1] at 62). If a Plan participant disagrees with a determination regarding his or her benefits or other rights under the Plan, the Plan provides that he or she may file a claim following the procedures outlined in the Plan. ([4.1] at 65).

         2. Plaintiff's Request for Documents Substantiating Her Pension Benefits

         Plaintiff alleges that, in anticipation of her December 1, 2011, “normal” retirement date, she contacted Travelport about the process for making a claim for pension benefits under the Plan.[3] ([16] ¶ 25). Plaintiff alleges that, starting in mid-2011, she spoke with several individuals concerning how to apply for her pension benefits under the Plan. ([16] ¶ 26). She asserts that she spoke, or otherwise corresponded with, Russell Ferrante (“Ferrante”) of Travelport, Don Johnson (“Johnson”) of TRBC, Jennifer Lansing McGrath (“McGrath”) of TRBC, and Douglas Neu (“Neu”), Travelport's in-house lawyer. ([16] ¶ 18, 26). Plaintiff acknowledges she was provided with a number of documents regarding the Plan, but claims she was not provided with any “documents or backup regarding the underlying figures used to calculate . . . the Final Average Compensation” that applied to her. (Id. ¶¶ 33-34).

         Plaintiff also alleges she requested, orally and in writing, documents supporting the benefits that she would receive. She asserts that she received the following responses to her document requests, on the dates indicated:

• February 9, 2012: Ferrante provided to Plaintiff her Early Retirement Letter supplied to Plaintiff on October 15, 1999, but without the “Administrative Worksheet” that was initially attached in 1999. ([16] ¶ 29).
• February 10, 2012: Plaintiff orally requested “the plan documents containing the formulas referred to in the October [15th] [] Letter, historical documents relating to the plan and any changes made to the plans or formulas over the years, documents relating to the corporate history and documents relating to the calculation of the amount of the benefits, and Plaintiff's attendance records during her employment.” ([16] ¶ 31).
• February 17, 2012: Neu provided Plaintiff with the current Legacy Plan, the then-current Summary Plan Description, and a 1994 draft of the Summary Plan Description for the 1993 predecessor Galileo International plan. He also provided in narrative form some additional information. ([16] ¶ 34).
. April 12, 2012: Plaintiffs counsel orally requested, without specifics, documents demonstrating that the calculation of monthly pension benefits was correct. ([16] ¶ 35).
• April 18, 2012: Neu provided Plaintiff with another copy of the October 15th Letter, “this time with the Administrative Worksheet and the benefit calculation contained therein (the computational formula in which was [sic] supposed to be drawn from the Legacy Plan, Section 6.02 and related Definitions.” ([16] ¶ 36).
• August 21, 2012: Plaintiff sent Travelport an email stating, “By five o'clock p.m. on Tuesday, August 28th, you will physically deliver to me, in hard copy (no emails with attachments or the like) ALL of the materials that I have previously requested. Those will include every document, plus sworn statements from witnesses with personal knowledge explaining or supplying facts as to which testimony would be necessary, which you would present in court to prove conclusively the amount of Mrs. Williamson's pension.” ([4.13] at 3; see also [16] ¶ 145).
• August 27, 2012: Neu responded with a computer printout containing “some additional ‘Pensionable Earnings History, ” “some computer numbers concerning ‘Total Benefit Service, '” and “a copy of a November 15, 1990, letter to Plaintiff from UAL, allegedly regarding the amount of pension benefits she had accrued while a UAL employee.” Neu stated: “Travelport has complied fully with ERISA's requirements for the provision of documentation to a participant, and, in fact, has gone beyond the law's requirements in order to assist Plaintiff.” ([4.14] at 2; see also [16] ¶ 42).
• August 27, 2012: TRBC sent Plaintiff a Pension Modeling Statement. ([16] ¶ 46).
• October 9, 2012: Plaintiffs counsel sent, by email, a request seeking the computational formula used to arrive at each annual earnings figure for the years 1987 to 1996, with underlying computations for each year, and copies of original documents. ([4.16]; see also [16] ¶ 145).
• October 22, 2012: Neu responded by letter stating: “We are not going to turn over any additional documents. . . . We are confident we have met and exceeded the requirements of the law to provide [Plaintiff] with documentation to explain the calculation of her pension benefit.” ([4.17]; see also [16] ¶ 48).
• January 23, 2014: Plaintiff submitted an “extensive written letter” directly to TRBC making what appears to be the same request made in her October 9, 2012, letter. ([4.18] see also [16] ¶ 50).
• March 3, 2014: TRBC responded to Plaintiffs January 23, 2014, request reiterating that it was not obligated to provide Plaintiffs earnings history. The letter states: “Travelport has provided you with all the required data elements needed to understand the Plan's calculation of your accrued month benefit calculation and has fully complied with ERISA's requirements for the provision of documents to a participant.” ([4.19] at 2).
• May 20, 2014: Plaintiff's counsel submitted a written request, with accompanying documentation, to commence receipt of the undisputed amount of Plaintiff s monthly pension payments. ([4.20])
• July 9, 2014: Plaintiff's counsel wrote Travelport: “I now find it necessary to investigate and demand backup for the other calculation contained in the spurious worksheet-my Months and Years of Benefit Service.” ([4.22] at 3).[4]

         Plaintiff claims that, upon providing TRBC with her W-2 Forms “going back decades, ” TRBC “tacitly admitted” in a letter to Plaintiff dated June 2, 2014, that it used an incorrect earnings amounts in computing her Final Average Compensation. ([16] ¶ 52-54; see also [4.21]). TRBC updated Plaintiff's earnings accordingly-adjusting the amount from $77, 973.57 to $82, 111. (Id. ¶ 52-54; see also [4.21]). Plaintiff contends that despite TRBC's “updating” her earnings, TRBC's “new” calculation improperly calculated her “Months of Benefit Service, ” “Pre Age 25, ” and “Months of Service.” (Id ¶¶ 56-87).

         Plaintiff alleges she filed, in May 2015, a claim to receive the undisputed amount of her pension benefits with the understanding that her pension payment would be without prejudice to her continuing to dispute the accuracy of the “Months of Benefit Service, ” “Pre Age 25, ” and “Months of Service” amounts. (Id. ¶¶ 94-95).

         In mid-June 2015, Plaintiff allegedly began receiving her undisputed monthly pension benefits. (Id. ¶ 96). On August 8, 2015, Plaintiff submitted a Claim Letter for the additional, disputed monthly pension benefits. Plaintiff argued in the Claim Letter that she was entitled to $629.53 per month- approximately $144.18 more than the Plan's $485.35 per month calculation. (Id. ¶ 97; see also [4.33] at 2).

         On December 7, 2015, Travelport, through its Employee Benefits Committee (the “Committee”), denied Plaintiff's claim for additional pension benefits. (Id. ¶ 99). Travelport determined that: (1) Plaintiff was not entitled to service credit for Plaintiff's first year of service (while she was age 21); (2) Plaintiff was not entitled to an additional 12 months in the Months of Benefit Service calculation; and (3) Plaintiff's pension benefit was required to be offset by an annuity purchased by UAL to cover benefits accrued as of July 1, 1985. ([4.33] at 5-7). Plaintiff appealed the decision. (Id. ¶ 101). On August 2, 2016, the Committee denied the appeal. (Id. ¶ 104; see also [4.38]).

         B. Proce ...

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