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Kifafi v. Hilton Hotels Retirement Plan

United States District Court, District of Columbia

June 4, 2015

JAMAL J. KIFAFI, individually and on behalf of all others similarly situated, Plaintiff,
v.
HILTON HOTELS RETIREMENT PLAN, et al., Defendants.

MEMORANDUM OPINION

COLLEEN KOLLAR-KOTELLY, District Judge.

This action was brought by Plaintiff Jamal J. Kifafi, on behalf of himself and similarly situated individuals, to recover for violations of the Employee Retirement Income Security Act ("ERISA") of 1974, as amended, 29 U.S.C. §§ 1001 et seq., in the Hilton Hotels Retirement Plan (the "Plan"). Defendants are the Plan, the individual members of the Committee of the Plan, the Hilton Hotels Corporation, and individual Hilton officers or directors (collectively, "Defendants" or "Hilton"). On May 15, 2009, this Court granted-in-part Plaintiff's motion for summary judgment, finding that Defendants had violated ERISA's anti-backloading provision, 29 U.S.C. § 1054(b)(1), and had violated the Plan's vesting provisions with respect to the rights of four certified subclasses. See Kifafi v. Hilton Hotels Retirement Plan, 616 F.Supp.2d 7 (D.D.C. 2009). On August 31, 2011, the Court issued a final remedial Order requiring Defendants to amend the Plan to remedy the backloading and vesting violations and commence awarding back payments and increased benefits to class members. See generally Order (Aug. 31, 2011), ECF No. [258]. The Court stayed its August 31, 2011, Order pending the United States Court of Appeals for the District of Columbia Circuit's resolution of Defendants' appeal of the Court's liability and remedial orders. Mem. Op. and Order (Jan. 19, 2012), ECF No. [313], at 10-11. The Court granted the stay contingent upon Defendants posting a supersedeas bond in the amount of $75.8 million to secure the judgment. Id. at 11. On February 4, 2015, the Court denied Plaintiff's Motion for Post-Judgment Discovery and Motion to Modify the Judgment in Aid of Enforcement and granted Defendants' Motion to Release the Supersedeas Bond Obligation, finding that Defendants have "satisfied the terms of the Court's judgment." Mem. Op. (Feb. 4, 2015), ECF No. [400], at 2. Presently before the Court is Plaintiff's Motion for Reconsideration. Upon consideration of the pleadings, [1] the relevant legal authorities, and the record as a whole, the Court shall DENY IN PART, GRANT IN PART, and HOLD IN ABEYANCE IN PART Plaintiff's Motion for Reconsideration.

I. BACKGROUND

The history of the case is thoroughly laid out in the Court's prior opinions, most significantly its opinion on summary judgment, see Kifafi v. Hilton Hotels Retirement Plan, 616 F.Supp.2d 7 (D.D.C. 2009), and its opinions regarding equitable remedies, see Kifafi v. Hilton Hotels Retirement Plan, 736 F.Supp.2d 64 (D.D.C. 2010) (initial remedial order); Kifafi v. Hilton Hotels Retirement Plan, 826 F.Supp.2d 25 (D.D.C. 2011) (final remedial order); Kifafi v. Hilton Hotels Retirement Plan, 825 F.Supp.2d 298 (D.D.C. 2011) (order on amendments to remedial plan). The Court discussed the facts related to the execution of the judgment in this case in its most recent February 4, 2015, Memorandum Opinion denying Plaintiff's Motion for Post-Judgment Discovery and Modification in Aid of Enforcement and granting Defendants' Motion to Release the Supersedeas Bond Obligation. Mem. Op. (Feb. 4, 2015). The Court assumes familiarity with these opinions and incorporates them as part of this opinion. Accordingly, the Court shall address only the procedural facts relevant to this Motion for Reconsideration.

In its February 4, 2015, Memorandum Opinion denying Plaintiff's Motion for Post-Judgment Discovery and Motion to Modify the Judgment in Aid of Enforcement and granting Defendants' Motion to Release the Supersedeas Bond Obligation, the Court concluded

that Defendants are in compliance such that they satisfied the terms of the Court's August 31, 2011, judgment. Taking into account the constantly evolving nature of providing retirement benefits, the Court is satisfied that there are no systemic problems or failures in Defendants' implementation of the judgment, only a few refinements to Defendants' forms and procedures that will further facilitate Defendants' reasonable efforts to implement the judgment.

Id. at 27-28. As refinements to Defendants' forms and procedures, the Court ordered Defendants to amend the "denial letter" sent to union service vesting claimants; to eliminate the request for Death Certificates from the Information Form sent to class members going forward; to send the newly amended Information Form to surviving beneficiaries from whom Defendants have not received the requested information; and to send the retirement forms along with the increased benefits notice to class members whose addresses have been confirmed. Order (Feb. 4, 2015), at 1-2. In addition, the Court ordered Defendants to file several sworn affidavits prior to the expiration of the Court's jurisdiction over the implementation of the judgment in this case on February 23, 2015. Id. Specifically, the Court ordered Defendants to file a sworn affidavit indicating whether they have verified that the addresses located by Plaintiff for the 149 "bad address" class members are indeed correct addresses; whether PBI-the search firm engaged by Defendants-has taken all steps to locate class members in conformance with prevailing industry practices; and the efforts PBI has undertaken to locate class members and to follow-up when no response is received or a notice is returned as undeliverable or as addressed to a bad address. Id. The Court indicated in an Order issued February 19, 2015, that "the Court's jurisdiction will continue as to the issues the Court engaged in resolving in its February 4, 2015, Order to ensure the judgment is implemented properly." Order (Feb. 19, 2015), ECF No. [406], at 1-2.

Plaintiff now contends that the Court should reconsider its February 4, 2015, Memorandum Opinion and Order because (1) they are based on "errors of law and fact" as to Plaintiff's compliance with the Court's judgment, because of (2) "new evidence about Hilton's failure to request address and service records from Caesars Entertainment for as many as 33% of the members of the class, " and because of (3) "the manifest injustice of ending this Court's supervisory jurisdiction based on eleventh-hour certifications that Hilton is in the process' of complying." Pl.'s Mot., at 1. The Court shall evaluate each of Plaintiff's arguments for reconsideration in light of Federal Rule of Civil Procedure 59(e), the legal standard for motions for reconsideration.

II. LEGAL STANDARD

Federal Rule of Civil Procedure 59(e) permits a party to file "[a] motion to alter or amend a judgment" within "28 days after the entry of the judgment." Fed.R.Civ.P. 59(e). Motions under Rule 59(e) are "disfavored" and the moving party bears the burden of establishing "extraordinary circumstances" warranting relief from a final judgment. Niedermeier v. Office of Baucus, 153 F.Supp.2d 23, 28 (D.D.C. 2001). Rule 59(e) motions are "discretionary and need not be granted unless the district court finds that there is an intervening change of controlling law, the availability of new evidence, or the need to correct a clear error or prevent manifest injustice." Firestone v. Firestone, 76 F.3d 1205, 1208 (D.C. Cir. 1996) (internal quotation marks omitted). Rule 59(e) does not provide a vehicle "to relitigate old matters, or to raise arguments or present evidence that could have been raised prior to the entry of judgment." Exxon Shipping Co. v. Baker, 554 U.S. 471, 485 n.5 (2008) (quoting 11 C. Wright & A. Miller, Federal Practice and Procedure § 2810.1 (2d ed. 1995)).

III. DISCUSSION

A. Alleged Factual and Legal Errors Regarding Defendants' Compliance with Judgment

Plaintiff raises a series of alleged factual and legal errors that Plaintiff contends the Court made in resolving Defendants' Motion for Release of Supersedeas Bond Obligation and Plaintiff's Motion for Discovery and to Enforce Judgment. Many of these arguments are simply reiterations or reformulations of arguments Plaintiff previously presented to the Court in the briefing of the parties' two motions. Nevertheless, the Court shall address each of Plaintiff's arguments in turn.

i. Alleged Errors in the Court's measurement of Defendants' Compliance

First, Plaintiff repeats his argument that the Court should not find Defendants in compliance with the Court's judgment when the amount Defendants have paid toward the judgment is lower than the stipulated value of the Court's judgment and when large numbers of class members have not been paid or notified. In its February 4, 2015, Memorandum Opinion, the Court explained that it will not measure Defendants' compliance based on how close Defendants have come to paying any estimated amount of judgment liabilities because these dollars amounts "are broad estimates liable to constant change given the many factors that determine when and whether a Plan participant or beneficiary will ultimately receive a retirement benefit." Mem. Op. (Feb. 4, 2015), at 11. The Court's reasoning applied equally to the $146.75 million amount that the parties stipulated was the value of the Court's judgment and on which Plaintiff now focuses his renewed argument. See Pl.'s Mot., at 9. The $146.75 million stipulated value was based on actuarial estimates and assumptions and included total payments over the lives of the class, "including many payments not due until years in the future, " and payments that are outside of the Court's judgment. Defs.' Opp'n, at 17. Accordingly, the Court finds that Plaintiff has failed to show clear error in the Court's refusal to measure Defendants' compliance by the amount of liabilities paid.

Likewise, the Court held in its February 4, 2015, Memorandum Opinion that it was not measuring Defendants' compliance based purely on the number of class members reached and paid, but based on "Defendants' efforts to remit payments to class members." Mem. Op. (Feb. 4, 2015), at 11. In that regard, the Court recognized "that Defendants are attempting to implement a judgment that is not static or sum certain" and that, consequently, "in evaluating whether Defendants have complied with the judgment, the Court is looking for systemic problems or failures in Defendants' implementation of the judgment." Id. at 12. Plaintiff has ...


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