United States District Court, N.D. Georgia, Atlanta Division
ANGELA HENDERSON WILLIAMSON, on behalf of herself and all others similarly situated Plaintiff,
TRAVELPORT, LP & GALILEO & WORLDSPAN U.S. LEGACY PENSION PLAN, Defendants.
OPINION AND ORDER
WILLIAM S. DWFEY, JR. UNITED STATES DISTRICT JUDGE.
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  (“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  (“Motion for Oral Argument”).
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.
The Parties and the Plan
about September 4, 1968, Plaintiff began working as a
stewardess for United Airlines, Inc. (“UAL”).
(Amended Complaint  (“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. ¶
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).
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.).
participants are not themselves permitted to make
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 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).
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).
Plaintiff's Request for Documents Substantiating Her
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. ( ¶ 25). Plaintiff alleges
that, starting in mid-2011, she spoke with several
individuals concerning how to apply for her pension benefits
under the Plan. ( ¶ 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. (
¶ 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).
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. ( ¶ 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.” ( ¶ 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. (
. April 12, 2012: Plaintiffs counsel orally
requested, without specifics, documents demonstrating that
the calculation of monthly pension benefits was correct.
( ¶ 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.” ( ¶ 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  ¶
• 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  ¶ 42).
• August 27, 2012: TRBC sent Plaintiff a Pension
Modeling Statement. ( ¶ 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  ¶ 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  ¶ 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 
• 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).
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. ( ¶ 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
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).
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).
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]).