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Musgrove v. Brookings Institution

United States District Court, D. Columbia.

January 30, 2015

ZINA P. MUSGROVE, Plaintiff,
v.
BROOKINGS INSTITUTION, et al., Defendants

Page 497

For ZINA P. MUSGROVE, Plaintiff: Charles Norman Shaffer, LEAD ATTORNEY, LAW OFFICE OF CHARLES NORMAN SHAFFER, Damascus, MD; Walter W. Johnson, Jr., LEAD ATTORNEY, LAW OFFICE OF WALTER W. JOHNSON, JR., Silver Spring, MD.

For BROOKINGS INSTITUTION, TIAA-CREF, New York, Defendants: Connie Nora Bertram, Guy G. Brenner, LEAD ATTORNEY, PROSKAUER ROSE LLP, Washington, DC; Heather G. Magier, Howard Shapiro, PRO HAC VICE, PROSKAUER ROSE, LLP, New Orleans, LA.

For ESTATE OF PHILIP ANTHONY MUSGROVE, By and through its Executor, JOHN MUSGROVE, Defendant, Cross Defendant: Donna Ellen McBride, LEAD ATTORNEY, MILLER, MILLER & CANBY, Rockville, MD.

For ROSA A. MUSGROVE, Counter Defendant, Cross Defendant: Donna Ellen McBride, LEAD ATTORNEY, MILLER, MILLER & CANBY, Rockville, MD.

For TIAA-CREF, BROOKINGS INSTITUTION, Cross Claimants, Counter Claimants: Connie Nora Bertram, Guy G. Brenner, LEAD ATTORNEY, PROSKAUER ROSE LLP, Washington, DC; Heather G. Magier, Howard Shapiro, PRO HAC VICE, PROSKAUER ROSE, LLP, New Orleans, LA.

For ZINA P. MUSGROVE, Counter Defendant, Cross Defendant: Charles Norman Shaffer, LEAD ATTORNEY, LAW OFFICE OF CHARLES NORMAN SHAFFER, Damascus, MD; Walter W. Johnson, Jr., LEAD ATTORNEY, LAW OFFICE OF WALTER W. JOHNSON, JR., Silver Spring, MD.

Page 498

MEMORANDUM OPINION

AMY BERMAN JACKSON, United States District Judge.

Plaintiff Zina P. Musgrove brought this lawsuit against the Brookings Institution, TIAA-CREF, and the Estate of Philip Anthony Musgrove (" the Estate" ) complaining that she was improperly denied survivor benefits from her former husband's pension plan. Compl. [Dkt. #1]. Philip Anthony Musgrove (" the decedent" ) passed away in 2011 and he previously worked at the Brookings Institution. Id. ¶ ¶ 6-7. Plaintiff alleges that although she and the decedent divorced in 1988, id. ¶ 8, she is entitled to the full survivor benefit. Id., Relief Requested ¶ 1. She also claims that TIAA-CREF and the Brookings Institution have violated the Employee Retirement Income Security Act (" ERISA" ), 29 U.S.C. § 1001 et seq., by failing to provide her with all of the documents and information she requested. Id. ¶ 15. And she argues that even if she is not a beneficiary of the plan, defendants should be estopped from denying her the survivor benefit because they previously informed her that she would receive it. Resp. to Mot. for J. on Pleadings [Dkt. # 22] (" Pl.'s Resp." ) ¶ 6; Mem. of P. & A. in Supp. of Pl.'s Resp. to Mot. for J. on Pleadings [Dkt. # 22] (" Pl.'s Resp." ) at 5.

Defendants the Brookings Institution and TIAA-CREF have moved for judgment on the pleadings under Rule 12(c). Because the Court finds that plaintiff is not a beneficiary of the plan, that she is not entitled to the documents that she seeks, and that she has not established a claim for equitable estoppel, the Court will grant defendants' motion and dismiss this case.

BACKGROUND

I. Factual Background

The following facts are not in dispute. Philip Anthony Musgrove, plaintiff's former husband, was employed by the Brookings Institution from 1965 through 1976. Compl. ¶ 6; Mem. in Supp. of Defs.' Mot. for J. on the Pleadings (" Defs.' Mem." ) [Dkt. # 19-1] at 4. During that time, he was a participant in the Brookings Savings and Retirement Plan (the " Plan" ), a defined contribution employee pension plan. Compl. ¶ 6; Defs.' Mem. at 2, 4. In 1965,

Page 499

the decedent designated plaintiff, his then-spouse, as his beneficiary. Compl. ¶ 7; Defs.' Mem. at 4. After the decedent's employment with the Brookings Institution ended in 1976, the Brookings Institution ceased making contributions to the Plan on his behalf. Defs.' Mem. at 4.

Plaintiff and the decedent divorced in 1988. Compl. ¶ 8; Defs.' Mem at 5. As part of their divorce proceedings, plaintiff and the decedent entered into a " Memorandum of Agreement" on May 14, 1988, in which plaintiff " waived any right or claim she had to the proceeds of the Decedent's employment retirement plan." Compl. ¶ 8; see also Ex. 2, pt. F to Answer, Countercl. & Cross-cl. [Dkt. # 9-7] at PLAN_00342 (the agreement). In 2009, the Plan was amended to provide that a participant's designation of a spouse as a beneficiary would become void if the spouses later divorced, but that the participant could re-designate the ex-spouse as a beneficiary.[1] Defs.' Mem. at 4; see also Compl. ¶ 13. It is undisputed that the decedent never re-designated plaintiff as a beneficiary after the 2009 amendment took effect. See Defs.' Mem. at 5; Compl. ¶ 22-23.

Philip Anthony Musgrove died suddenly on March 21, 2011. Compl. ¶ 10; Defs.' Mem. at 5. On July 30, 2012, defendant TIAA-CREF informed plaintiff that she was the named beneficiary of the decedent's pension plan and that she was entitled to $329,758.41, or 100% of the survivor benefit. Letter from Jason Salter, Beneficiary Relationship Team, TIAA-CREF, to plaintiff (July 30, 2012), Ex. A to Compl. [Dkt. # 1-5] at 1. Then, on August 9, 2012, TIAA-CREF sent a second letter to plaintiff stating that she was entitled to only 50% of the benefit under the Retirement Equities Act of 1984 (" REA" ). Letter from Mark J. Gonya, Customer Resolution Manager, TIAA-CREF, to Walter W. Johnson, Jr., Pl.'s Counsel (Aug. 9, 2012), Ex. B to Compl. [Dkt. # 1-6] at 1. Plaintiff, through counsel, sent a letter to TIAA-CREF on August 23, 2012, seeking further information about the change in the amount she was entitled to receive, and requesting ten categories of documents and information " pertaining to Mr. Musgrove's TIAA-CREF retirement annuity contracts." Letter from Walter W. Johnson, Jr., Pl.'s Counsel, to Mark J. Gonya, Customer Resolution Manager, TIAA-CREF (Aug. 23, 2012), Ex. C to Compl. [Dkt. # 1-7] at 2-3.

On September 25, 2012, TIAA-CREF's Associate General Counsel, Margaret M. Byrne, informed plaintiff that she was not entitled to the decedent's benefit because the decedent did not re-designate her as a beneficiary after the 2009 amendment to the Plan. Letter from Margaret M. Byrne, Assoc. Gen. Counsel, TIAA-CREF, to Walter W. Johnson, Jr., Pl.'s Counsel (Sept. 25, 2012), Ex. D to Compl. [Dkt. # 1-8] at 1-2. Byrne further explained that TIAA-CREF had determined that the REA did not apply to the decedent's plan. Id. at 2-3. Byrne also provided some, but not all, of the documents and information plaintiff requested. See id. at 2. Finally, Byrne informed plaintiff that she could appeal TIAA-CREF's determination. Id. at 3.

Page 500

Plaintiff appealed TIAA-CREF's decision to the Brookings Institution on November 5, 2012, and reiterated her request for information and documents. Letter from Walter W. Johnson, Jr., Pl.'s Counsel, to Marketta D. Lee, Assistant Dir. of Human Res., Brookings Inst. (Nov. 5, 2012), Ex. E to Compl. [Dkt. # 1-9] at 1-2. Plaintiff also reiterated the request for information and documents in a second letter to the Brookings Institution on April 10, 2013. Letter from Walter W. Johnson, Jr., Pl.'s Counsel, to Jacqueline Basile, Dir. of Human Res., Brookings Inst. (Apr. 10, 2013), Ex. I to Compl. [Dkt. # 1-13]. On April 24, 2013, Margaret M. Byrne from TIAA-CREF responded to plaintiff's April 10, 2013 letter to the Brookings Institution, stating that plaintiff had received all of the documents to which she was entitled. Letter from Margaret M. Byrne, Assoc. Gen. Counsel, TIAA-CREF, to Walter W. Johnson, Jr., Pl.'s Counsel (Apr. 24, 2013), Ex. J to Compl. [Dkt. # 1-14] at 3-4.

On December 17, 2012, Jacqueline Basile, Director of Human Resources for the Brookings Institution, responded to plaintiff " on behalf of the Plan Administrator" with a denial of plaintiff's claim for benefits. Letter from Jacqueline Basile, Dir. of Human Res., Brookings Inst., to Walter W. Johnson, Jr., Pl.'s Counsel (Dec. 17, 2012), Ex. F to Compl. [Dkt. # 1-10] at 1. She stated that the Plan Administrator was " in agreement with the analysis reflected in TIAA-CREF's letter of September 25, 2012," and she outlined the appeal procedure available to plaintiff. Id. at 1-2. Plaintiff appealed the denial, Letter from Walter W. Johnson, Jr., Pl.'s Counsel, to Marketta D. Lee & Jacqueline Basile, Brookings Inst. (Feb. 4, 2013), Ex. G to Compl. [Dkt. # 1-11], and on June 27, 2013, Ms. Basile notified her, on behalf of " the Brookings ERISA Committee, as Plan Administrator of the Brookings Savings and Retirement Plan," that the denial had been upheld. Letter from Jacqueline Basile, Dir. of Human Res., Brookings Inst., to Walter W. Johnson, Jr., Pl.'s Counsel (June 27, 2013), Ex. L to Compl. [Dkt. # 1-16] at 1-2.[2]

II. Procedural Background

On November 15, 2013, plaintiff filed suit in this Court. Compl. Plaintiff alleges that defendants TIAA-CREF and the Brookings Institution have wrongfully denied her the survivor benefit to which she is entitled.[3] Compl. ¶ 20. Plaintiff seeks a declaratory judgment that she is entitled to the full benefit from the decedent's pension plan, as well as compensatory damages against the Brookings Institution and TIAA-CREF, attorneys' fees and costs, " a Temporary Restraining Order, preliminary and permanent injunction" preventing the Brookings Institution and TIAA-CREF from disbursing the plan benefit until the

Page 501

Court has ruled,[4] and an order requiring the Brookings Institution and TIAA-CREF to provide plaintiff with " all documentation/information in its possession relating to the Decedent's pension survivor benefits." [5] Id., Relief Requested ¶ ¶ 1-4.

On February 28, 2014, defendants the Brookings Institution and TIAA-CREF filed an answer to the complaint, and TIAA-CREF filed a counterclaim against plaintiff and a cross-claim against the Estate. Answer, Countercl., & Cross-cl. [Dkt. # 9].[6] In addition, TIAA-CREF filed the cross-claim against Rosa A. Musgrove, the decedent's widow, joining her as a defendant in this case pursuant to Federal Rules of Civil Procedure 13, 19 and 22. Id. at 15, ¶ ¶ 27-28. In the cross-claim and counterclaim, TIAA-CREF seeks: an order declaring that plaintiff is not entitled to any of the decedent's plan benefits; an order declaring that Rosa Musgrove and the Estate are each entitled to a 50% distribution of the benefits, or otherwise distributing the benefits; an order restraining the " claimants" -- plaintiff, the Estate, and Rosa Musgrove -- " from commencing, prosecuting, or instituting any action or proceeding against [TIAA-CREF] for the recovery of benefits" ; an order requiring the claimants " to interplead jointly concerning their respective claims to the Plan account balance" ; an order discharging TIAA-CREF of further liability once the plan benefits have been paid out; an order discharging TIAA-CREF, the Brookings Institution, the Plan, and the Plan Administrator from further liability arising out of the decedent's death; and an award of attorneys' fees and costs for TIAA-CREF, the Brookings Institution, the Plan, and the Plan Administrator. Id., Request for Relief ¶ ¶ 34(a)--(h).

Defendant the Estate of Philip Anthony Musgrove, through its executor, John Musgrove, answered the complaint on March 13, 2014. Answer to Compl. by John Musgrove, Executor for the Estate [Dkt. # 11]. Plaintiff answered the counterclaim on March 31, 2014. Answer to Countercl. [Dkt. # 12] (" Pl.'s Answer" ). The Estate and Rosa A. Musgrove jointly answered the cross-claim on May 12, 2014. Answer of Rosa A. Musgrove & the Estate to Cross-cl. [Dkt. # 18]. In response to TIAA-CREF's " request for relief," Rosa Musgrove and the Estate " admit[ted]" that they were each entitled to 50% of the decedent's Plan benefit and that TIAA-CREF was entitled to judgment against plaintiff. Id. ...


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