in ERISA. See id. The Defendant contends that its denial of the Plaintiff's guaranteed benefits is consistent with Congress' intention to substantially restrict the benefit guarantees of substantial owners and that its administrative interpretation of ERISA's restrictions are reasonable. See Defendant's Memorandum at 15-16.
After careful consideration of the parties' motions, the Agreed Statement of Facts, the supporting and opposing memoranda, and the applicable law, the Court concludes that the plain language and legislative history of the statute support the Defendant's interpretation of ERISA's substantial owner restrictions, and therefore, the Court shall, pursuant to Rule 56 of the Federal Rules of Civil Procedure, deny the Plaintiff's Motion for Summary Judgment, and grant the Defendant's Motion for Summary Judgment.
In 1974, Congress passed the Employee Retirement Income Security Act (ERISA), 29 U.S.C. § 1001, et seq., in order "that minimum standards be provided to assure the equitable character of (pension) plans and their financial soundness." See 29 U.S.C. § 1001 (a).
For nearly twenty-eight years, the Plaintiff was an employee of the National Manufacturing Corporation (National) and was a participant in its pension plan from the plan's inception in 1957 until National's dissolution in 1980. In addition, the Plaintiff was a "substantial owner" of National throughout the relevant term of his employment with the company, that is, one who owned at least 10% of the company's stock. See Agreed Statement of Facts at P 8; see also 29 U.S.C. § 1322(b)(5)(A) (defining substantial owner). When National dissolved in 1980, its pension plan was deemed by the Defendant to be under-funded and proceedings were initiated for PBGC to assume the plan.
National's pension plan, known as the National Manufacturing corporation Retirement Income Plan for Salaried Employees (the Plan), while first implemented in 1957, was expanded and amended thirteen times before the company's dissolution in 1980. See Agreed statement of Facts at P 11. The original Plan provided that an employee who had worked for National for at least fifteen (15) years and who retired after October 1, 1957, was eligible to receive benefits upon retirement so long as (a) the participant had reached his or her sixtieth birthday at the time of retirement; or (b) they had reached their fifty-fifth birthday at the time of retirement and were totally and permanently disabled. Id. at P 12. Under the original Plan, there was to be no vesting of benefits until the participant reached the stated age of retirement. Id. Therefore, if the Plan had not been amended, the Plaintiff here would not be entitled to any guaranteed benefits, as ERISA only guarantees benefits that have vested at the time of a Plan's termination. See 29 U.S.C. § 1322(a).
However, accelerated vesting provisions were incorporated into the Plan by several amendments. In particular, a "restatement" of the Plan adopted in 1976 allowed for earlier vesting of benefits in order to bring the Plan in line with the early vesting provisions of ERISA.
Thus, at the time of the Plan's dissolution in 1980, the Plaintiff's normal retirement benefits were vested and nonforfeitable under the terms of the amended Plan, even though he had yet to reach the established age of retirement.
However, as a substantial owner, the guaranteed benefits available to the Plaintiff are restricted by ERISA. See 29 U.S.C. § 1322(b)(5). The issue for resolution in this case is the scope of ERISA's substantial owner restrictions.
A. AS A SUBSTANTIAL OWNER, THE PLAINTIFF'S VESTED BENEFITS UNDER AN ASSUMED PENSION PLAN ARE SIGNIFICANTLY LIMITED.
ERISA defines a substantial owner as "an individual who . . . in the case of a corporation, owns directly or indirectly, more than 10 percent in value of either the voting stock of that corporation or all the stock of that corporation." 29 U.S.C. § 1322(b)(5)(A). ERISA provides several limitations upon the pension benefits of a substantial owner that are available under a plan assumed by the government. These restrictions are differentiated according to whether or not the benefits available under a plan had been increased as a result of any plan amendment.
If an assumed pension plan has not been amended, the guaranteed benefits a substantial owner receives are directly related and proportional to the number of years the owner participated in the plan. More specifically, ERISA provides a thirty-year phase-in provision for substantial owner's benefit guarantees, multiplying the owner's vested monthly benefits by a fraction equal to (x/30), with (x) being the number of years the substantial owner participated in the plan.
See 29 U.S.C. § 1322(b)(5)(B). For example, if a substantial owner participated in a pension plan for twenty years and the vested benefits available to him under the terms of the original plan were $ 100, his guaranteed benefit under § 1322(b)(5)(B) would be $ 100 times 20/30 or $ 66.66.
If, on the other hand, the assumed plan had been amended, ERISA restrictions mandate that the Defendant "shall, under regulations proscribed by the corporation [PBGC], treat each benefit increase attributable to a plan amendment as if it were provided under a new plan." 29 U.S.C. § 1322(b)(5)(C). Regulations promulgated by the Defendant under this statute mandate that any increase in benefits conferred as a result of amendment to a plan be subject to a separate 30 year phase in provision.
See 29 C.F.R. § 2621.7(c). Therefore, for example, if an assumed plan had been amended ten years before its termination to provide for a further benefit of $ 100, the guaranteed benefit under this amendment would be $ 100 times 10/30 or $ 33.33.
In addition to the thirty-year phase in provisions applicable to a substantial owner's plan amendment increases, ERISA places a cap on the guarantee of increases available under plan amendments. The statute provides that "the benefits guaranteed under this section with respect to all such [plan] amendments shall not exceed the amount which would be determined under subparagraph (B) if subparagraph (B) applied."
See 29 U.S.C. § 1322(b)(5)(C). It is this cap on a substantial owner's guaranteed pension benefits that is at issue in this case.
B. THE DEFENDANT'S DENIAL OF BENEFITS TO THE PLAINTIFF IS CONSISTENT WITH CONGRESS' CLEAR INTENT TO RESTRICT THE BENEFITS OF SUBSTANTIAL OWNERS UNDER ERISA.
In reviewing PBGC's construction of ERISA, the Court must first ascertain whether Congress had a particular intent as to the meaning of the phrase or provision at issue. See Chevron, U.S.A. v. Natural Resources Defense Council, 467 U.S. 837, 842, 104 S. Ct. 2778, 2781, 81 L. Ed. 2d 694. "If the intent of Congress is clear, that is the end of the matter for the court, as well as the agency, must give effect to the unambiguously expressed intent of Congress." Id. at 842-43, 104 S. Ct. at 2781. If, on the other hand, the intent of Congress as to the particular phrase or provision is ambiguous, "the question for the Court is whether the agency's answer is based on a permissible construction of the statute." Id. at 843, 104 S. Ct. at 2782.
The Defendant has interpreted ERISA's cap placed on a substantial owner's benefits as limiting the benefits guaranteed by virtue of any plan amendments to the amount of benefits available to a claimant under the original plan. For example, a plan beneficiary who receives $ 100 a month by virtue of the original plan cannot receive more than a additional $ 100 a month by virtue of any additional plan increase.
Therefore, under the Defendant's interpretation of ERISA's substantial owner restrictions, because the Plaintiff was entitled to nothing under his original Plan,
he is not entitled to any guaranteed benefits under the Plan amendments. The Court concludes that the Defendant's interpretation is consistent with the clear language of the statute and the legislative history. Therefore, the Court will uphold the Defendant's interpretation.
1. Because the legislative history of ERISA indicates a congressional intent to significantly restrict benefit guarantees for substantial owners of pension plans that are assumed by the PBGC, the court must uphold the Defendant's interpretation of the statute.
By establishing the pension guarantee provisions of ERISA, congress intended to "encourage the continuation of voluntary their participants." ERISA, Title IV, subtitle A, § 40002 (a)(1), 88 Stat. 1004 (1974) (codified as amended at 29 U.S.C. § 1301 et. seq.) (1988). In doing so, congress recognized that providing a lesser level of guaranteed protection for a company's "substantial owners" would encourage those individuals to adequately fund their company's pension plans. See S. Rep. No. 383, 93d Cong., 1st Sess. 83-84 (1973). Reflecting this view, an early report on the ERISA legislation by the Senate Finance Committee stated: "To encourage at least minimum funding, the amount of benefits otherwise payable by the [PBGC] to an owner-employee . . . is to be reduced."
The guaranteed benefit cap and thirty year phase-in restriction on benefits conferred to a substantial owner by plan amendments are a result of congressional concern that substantial owners would implement last minute amendments to increase their pension benefits knowing their company's plans to be under-funded, and that these increases would be fully insured by the PBGC. See Administration Recommendations to House and Senate conferees on H.R. 2 at 46 reprinted in III Legislative History of ERISA, 94th Cong., 2d Sess. 5093 (Comm. Print 1976).
Furthermore, the legislative history behind ERISA illustrates that Congress considered denying substantial owners any guarantee of pension benefits. See, e.g., H.R. 2, 93d Cong., 1st Sess. § 402(b)(4) (1973); S. 1179, 93d Cong., 1st Sess. § 405(e) (1973); S. Rep. No. 93-127, 93d Cong., 1st Sess. § 402 (1973); H.R. 462, 93d Cong., 1st Sess. § 202(b)(6) (1973). Therefore, an interpretation of the substantial owner restrictions which denies all benefits to an owner who was entitled to no benefits under his original plan is consistent with the legislative history of ERISA.
In addition, Congress provided that the PBGC promulgate regulations to restricting benefit increases attributable to plan amendments on an amendment-by-amendment basis. See id. § 1322(b)(5)(C); 29 C.F.R. § 2621.7. While these regulations are not specifically at issue in this case, this Congressional delegation of authority to the Defendant illustrates a legislative intent to give the PBGC discretion in limiting substantial owner's benefit increases. See Chevron, 476 U.S. at 484, 104 S. Ct. at 2782 (legislative delegation to an agency can be implicit as well as explicit).
2. The Plaintiff's interpretation of the substantial owner benefit restrictions is erroneous because it is contrary to the clear statutory language imposing an aggregate limitation upon benefit increases attributable to pension plan amendments.
The Plaintiff argues that the cap imposed by 29 U.S.C. § 1322(b)(5)(C) must be understood by looking at the original plan together with all amendments in place at the time of the plan's termination. Under the Plaintiff's interpretation, all these amendments should be treated as if they were included in the original Plan. See Pl.'s Mem. in Sup. of Summ. J. at 16-17. This interpretation would set the aggregate limit on benefit increases attributable to Plan amendments at X/30 ("X" being the number of years the owner participated in the original plan) times the participants vested, total monthly benefits. The Plaintiff argues that this interpretation is necessary "to avoid the arbitrary and inequitable results which occur when PBGC's interpretation is applied." Pl.'s Reply Mem. at 6.
The Court does not agree. Such an interpretation is contrary to the plain language of ERISA. The unambiguous language of the statute mandates that the cap contained in § 1322(b)(5)(C) be derived by looking at the original, unamended plan. The Plaintiff's interpretation ignores the limitation imposed by the last sentence of 29 U.S.C. § 1322(b)(5)(C) which states:
The benefits guaranteed under this section with respect to all such amendments shall not exceed the amount which would be determined under subparagraph (B) if subparagraph (B) applied.