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Frommert v. Conkright
United States Court of Appeals, Second Circuit
January 14, 2019
PAUL J. FROMMERT, DONALD S. FOOTE, THOMAS I. BARNES, RONALD J. CAMPBELL, FRANK D. COMMESSO, WILLIAM F. COONS, JAMES D. GAGNIER, BRIAN L. GAITA, WILLIAM J. LADUE, GERALD A. LEONARDO, JR., FRANK MAWDESLEY, HAROLD S. MITCHELL, WALTER J. PETROFF, RICHARD C. SPRING, PATRICIA M. JOHNSON, F. PATRICIA M. TOBIN, NANCY A. REVELLA, ANATOLI G. PUSCHKIN, WILLIAM R. PLUMMER, MICHAEL J. MCCOY, ALAN H. CLAIR, LARRY J. GALLAGHER, NAPOLEON B. BARBOSA, ALEXANDRA SPEARMAN HARRICK, JANIS A. EDELMAN, PATRICIA H. JOHNSTON, KENNETH P. PARNETT, JOYCE D. CATHCART, FLOYD SWAIM, JULIE A. MCMILLIAN, DENNIS E. BAINES, RUBY JEAN MURPHY, MATTHEW D. ALFIERI, IRSHAD QURESHI, RICHARD C. CRATER, GAIL J. LEVY, JOHN A. WILLIAMS, CRYSTAL THORTON, CHARLES R. DRANNBAUER, WILLIAM M. BURRITT, JANICE ROSS HEILER, JOSEPH MCNEIL, THOMAS F. MCGEE, VINCENT G. JOHNSON, F. COLT HITCHCOCK, RONNIE TABAK, MARTHA LEE TAYLOR, KATHY FAY THOMPSON, MARY BETH ALLEN, CRAIG SPENCER, LINDA S. BOURQUE, THOMAS MICHAEL VASTA, FRANK C. DARLING, CLARK C. DINGMAN, CAROL E. GANNON, JOSEPH E. WRIGHT, DAVID M. ROHAN, DAVID B. RUDDOCK, CHARLES HOBBS, CHARLES ZABINSKI, CHARLES J. MADDALOZZO, JOYCE M. PRUETT, WILLIAM A. CRAVEN, MAUREEN A. LOUGHLIN JONES, KENNETH W. PIETROWSKI, BONNIE COHEN, LAWRENCE R. HOLLAND, GAIL A. NASMAN, STEVEN D. BARLEY, DONNA S. LIPARI, ANDREW C. MATTELIANO, MICHAEL HORROCKS, CANDICE J. WHITE, KATHLEEN E. HUNTER, JOHN L. CRISAFULLI, DEBORAH J. DAVIS, BRENDA H. MCCONNELL, KATHLEEN A. BOWEN, ROBERT P. CARANDDO, TERENCE J. KURTZ, WILLIAM J. CHESLOCK, THOMAS E. DALTON, LYNN BARNSDALE, BRUCE D. CRAIG, GARY P. HARDIN, CLAUDETTE M. LONG, DALE PLATTETER, MARY ANN SERGEANT, MOLLY WHITE KEHOE, DAVID K. YOUNG, LESLIE ANN WUNSCH, RICHARD J. GLIKIN, EUGENE H. UPDYKE, MICHAEL R. BENSON, ALVIN M. ADAMS, RONNIE KOLNIAK, JAMES J. FARRELL, ROBERT L. BRACKHAHN, BENJAMIN C. ROTH, CARMEN J. SOFIA, KATHLEEN W. LEVEA, FREDERICK SCACCHITTI, PAUL DEFINA, JAMES G. WALLS, Plaintiffs-Appellants,
SALLY L. CONKRIGHT, XEROX CORPORATION PENSION PLAN ADMINISTRATOR, PATRICIA M. NAZEMENTZ, XEROX CORPORATION PENSION PLAN ADMINISTRATOR, XEROX CORPORATION, LAWRENCE M. BECKER, XEROX CORPORATION PLAN ADMINISTRATOR, XEROX CORPORATION RETIREMENT INCOME GUARANTEE PLAN, LAWRENCE BECKER, XEROX CORPORATION PLAN ADMINISTRATORS, Defendants-Appellees.
Argued: April 18, 2018
plaintiffs, a group of current and former employees of Xerox
Corporation, appeal the decisions of the United States
District Court for the Western District of New York (Larimer,
J.) ordering the defendants, Xerox and various
parties tied to its retirement plan, to recalculate the
plaintiffs' retirement benefits as a matter of equitable
reformation and to pay prejudgment interest at the federal
prime rate. The plaintiffs argue that both awards are
inadequate. We AFFIRM.
Elizabeth R. Brannen (Peter K. Stris, Brendan S. Maher, on
the brief), Stris & Maher LLP, Los Angeles, CA; Shaun P.
Martin, University of San Diego School of Law, San Diego, CA,
for Plaintiffs- Appellants.
Margaret A. Clemens (Pamela S.C. Reynolds, on the brief),
Littler Mendelson, P.C., Fairport, NY, for
Before: KEARSE, CABRANES, and LOHIER, Circuit Judges.
LOHIER, CIRCUIT JUDGE
principal issue in this appeal is whether the United States
District Court for the Western District of New York (Larimer,
J.) awarded an adequate equitable remedy for
violations under the Employee Retirement Income Security Act
of 1974 ("ERISA"), 29 U.S.C. § 1101 et
seq., related to Xerox Corporation's pension plan
(the "Plan"). The plaintiffs-appellants
("Plaintiffs") "are Xerox employees who left
the company in the 1980's, received lump-sum
distributions of retirement benefits they had earned up to
that point, and were later rehired." Conkright v.
Frommert, 559 U.S. 506, 510 (2010). "The dispute
giving rise to this case concerns how to account for [the
Plaintiffs'] past distributions when calculating their
current benefits-that is, how to avoid paying [the
Plaintiffs] the same benefits twice." Id. The
defendants-appellees are Xerox, the Plan, and individually
named retirement plan administrators (individually and
collectively, the "Plan Administrator"). In our
most recent decision in this case we determined that the Plan
Administrator's method of calculating the Plaintiffs'
current benefits violated ERISA's notice requirements and
therefore could not be applied to the Plaintiffs'
benefits. Frommert v. Conkright, 738 F.3d 522,
531-34 (2d Cir. 2013) ("Frommert III"). We
remanded to the District Court to fashion, in its discretion,
an equitable remedy providing appropriate retirement benefits
to the Plaintiffs (we refer to these benefits as "New
Benefits"). Id. at 534.
the equitable remedy of reformation, the District Court held
that New Benefits should be calculated as if the Plaintiffs
were newly hired on their return to Xerox. Frommert v.
Becker, 153 F.Supp.3d 599, 605-07, 615- 17 (W.D.N.Y.
2016) ("January 2016 Decision"). In a
separate decision and order, the District Court also
determined that the Plaintiffs are entitled to prejudgment
interest at the federal prime rate. Frommert v.
Becker, 216 F.Supp.3d 309, 316 (W.D.N.Y. 2016)
("November 2016 Decision").
assume familiarity with our three prior decisions in this
long- running case, as well as the Supreme Court's
decision in Conkright. See Conkright, 559
U.S. 506; Frommert III, 738 F.3d 522; Frommert
v. Conkright, 535 F.3d 111 (2d Cir. 2008)
("Frommert II"); Frommert v.
Conkright, 433 F.3d 254 (2d Cir. 2006)
("Frommert I"); see also Testa v.
Becker, 910 F.3d 677, 679- 81 (2d Cir. 2018) (describing
litigation history). We refer to the facts, history, and
record of these and other prior proceedings only as necessary
to explain our decision to affirm.
this litigation, the Plaintiffs have claimed that the Plan
Administrator improperly calculated New Benefits under the
Plan in violation of ERISA. See, e.g., Frommert
v. Conkright, 328 F.Supp.2d 420, 423 (W.D.N.Y. 2004).
The District Court initially granted summary judgment in
favor of the Plan Administrator. Id. at 424, 439. We
vacated, concluding that the Plan Administrator's method
of accounting for distributions of prior benefits, and its
resulting calculation of New Benefits, violated the
Plaintiffs' rights under ERISA. Frommert I, 433
F.3d at 256-57.
subsequent decision, we reviewed the District Court's
method of calculating New Benefits as a matter of plan
interpretation and concluded that the method was proper under
the Plan. Frommert II, 535 F.3d at 117-18. We
further held that the District Court could refuse to defer to
the Plan Administrator's interpretation of the Plan.
Id. at 119. The Supreme Court reversed the latter
ruling, holding, as relevant here, that we had "erred in
holding that the District Court could refuse to defer to the
Plan Administrator's interpretation of the Plan . . .
simply because [we] had found a previous related
interpretation by the [Plan] Administrator to be
invalid." Conkright, 559 U.S. at 522. On
remand, the District Court held that the Plan
Administrator's proposed method of calculating New
Benefits by offsetting the lump sum distributions made to the
Plaintiffs when they initially left Xerox reflected a
reasonable interpretation of the Plan. Frommert v.
Conkright, 825 F.Supp.2d 433, 438-43 (W.D.N.Y. 2011). It
also concluded that the Plan adequately notified participants
of the offset. See id. at 444-47.
most recent decision, we disagreed with the District Court.
Frommert III, 738 F.3d at 531-34. We held that the
Plan Administrator's proposed offset approach was based
on an unreasonable interpretation of the Plan and that the
Plan and its related documents, as interpreted and applied by
the Plan Administrator, violated ERISA's notice
provisions. Id. at 529-34. We therefore instructed
the District Court to first determine on remand whether there
existed an "appropriate" equitable remedy available
to resolve the Plaintiffs' claims without resorting to
plan interpretation. Id. at 534. "If the
district court holds that the Plan's notice violations
justify the imposition of an equitable remedy," we
explained, "such a remedy will provide the relief that
[the] Plaintiffs seek." Id. We also instructed
that "if [the District Court] finds that no
equitable remedy is available, it should ...