United States District Court, District of Columbia
KETANJI BROWN JACKSON UNITED STATES DISTRICT JUDGE.
Kim Keister worked as an employee of AARP, Incorporated, for
approximately 12 years prior to having a stroke that
allegedly required him to stop working. Keister first pursued
long-term disability benefits under the company's
disability benefits plan administratively, and he now seeks
such relief from this Court. (See Compl., ECF No.
1.) Notably, back when Keister was unsuccessfully trying to
secure disability benefits from AARP through the
administrative process, he was also engaging in negotiations
with AARP regarding the terms of his separation. To that end,
in exchange for severance pay, Keister executed a separation
agreement that included a “general release” and
expressly waived “any and all claims” against
AARP and certain other entities. (Ex. B to Aetna's Reply
in Supp. of Mot. for Summ. J. (“Release”), ECF
No. 20-1, at 3, ¶ 2; see also Id. at
The instant complaint eventually followed; Keister alleges
that defendant AARP Benefits Committee (“AARP
Benefits”), which is the administrator of AARP's
disability benefits plan, and defendant Aetna Life Insurance
Company (“Aetna”), the insurer of that plan, have
wrongfully denied him disability benefits that he is entitled
to receive under the Employee Retirement Income Security Act
of 1974 (“ERISA”), 29 U.S.C. § 1001 et
seq. (See Compl. ¶ 1.)
this Court at present are two summary judgment motions that
Defendants have filed, challenging Keister's right to
pursue his disability benefits claim before this Court in
light of the executed waiver. On September 30, 2019, this
Court issued an Order that GRANTED both of
Defendants' motions. (See Order, ECF No. 26.)
This Memorandum Opinion explains the reasons for that Order.
In short, this Court agrees with Defendants that, by signing
the separation agreement, Keister waived his right to bring
the instant claim for long-term disability benefits, which
means that his case cannot proceed as a matter of law.
2004 to late 2017, Keister was an employee of AARP and a
participant in the company's Long Term Disability
Insurance Plan. (See Compl., ¶¶ 5, 11.)
AARP Benefits administered the Plan, which Aetna insured.
(See Id. ¶¶ 5, 9.) In August of 2016,
Keister suffered a stroke. (See Id. ¶¶ 7,
19.) Keister subsequently began a medical leave of absence
and did not return to work until January of 2017.
(See AARP Benefits' Stmt. of Undisputed Material
Facts in Supp. of Mot. for Summ. J. (“AARP
Benefits' Stmt.”), ECF No. 11-2, ¶¶ 2, 3;
Pl.'s Resp. to AARP Benefits' Stmt., ECF No. 15-1, at
in 2017, Keister applied for and was granted short-term
disability benefits, which he exhausted on August 2, 2017;
this date also marked the official end of Keister's
employment with AARP. (See Compl. ¶¶ 23,
26, 29; AARP Benefits' Mem. in Supp. of Mot. For Summ. J.
(“AARP Benefits' Mem.”), ECF No. 11-1, at 2
(stating that Aug. 4, 2017, was Keister's final date of
employment); see also Id. at 2 (stating that
Keister's position was eliminated “as part of a
reorganization effective June 30, 2017”).) Sometime
after he sought short-term disability benefits, Keister also
applied for long-term disability benefits. (See
Compl. ¶¶ 13, 19-28.) Aetna denied Keister's
application for long-term disability benefits on July 18,
2017, claiming that Keister did not prove that he met the
physical disability requirement of the plan and that he was
unable to work. (See Id. ¶ 28.) Keister
appealed on January 14, 2018, but Aetna affirmed the denial
of long-term benefits on June 13, 2018. (See Id.
¶¶ 35, 36.)
on September 27, 2017, after Keister's initial
application for long-term disability benefits had been denied
but before his appeal, Keister separately signed a
Confidential Separation Agreement and General Release
(“the Release”) with AARP in exchange for
severance pay. (See Aetna's Stmt. of Undisputed
Material Facts in Supp. of Mot. for Summ. J.
(“Aetna's Stmt.”), ECF No. 17-5, ¶ 8;
Release at 5.) Significantly for present purposes, by signing
the Release, Keister specifically agreed to
fully and forever waive, discharge, and release AARP, its
subsidiaries and its affiliated and related entities and
their respective officers, directors, representatives,
employees, agents, successors, and assigns, whether current
or former, and employee benefit programs (and the trustees,
administrators, fiduciaries, and insurers of such programs)
from any and all claims for damages, personal injuries,
discrimination, retaliation, reinstatement, or other relief
that [he] may have against them, based upon [his] employment,
separation, and/or any event or transaction that occurred
prior to [his] signing this Agreement.
(Release at 3, ¶ 2; see also id. (clarifying
that the release encompasses “any . . . legal or
equitable claim of any kind, whether based upon statute,
contract, tort, common law, ordinance, regulation or public
policy . . . whether now known or unknown, which may have
resulted from your AARP employment or separation or
otherwise, up to and including the date you sign this
timely filed the instant lawsuit on October 16, 2018.
(See Compl.) His one-count complaint claims that
Defendants wrongfully denied him long-term disability
benefits under ERISA. (See Id. ¶¶ 39-44.)
Aetna filed an answer on November 29, 2018 (see ECF
No. 10), and an amended answer on December 17, 2018
(see ECF No. 13). Both Defendants filed motions for
summary judgment on December 10, 2018 (see AARP
Benefits' Mot. for Summ. J. (“AARP Benefits'
Mot.”), ECF No. 11), and on January 23, 2019
(see Aetna's Mot. for Summ. J.
(“Aetna's Mot.”), ECF No. 17).
their motions, Defendants do not argue the merits of
Keister's long-term disability benefits claim; rather,
they maintain that the Release contractually bars Keister
from bringing any claim for disability benefits at all, as a
threshold matter. (See AARP Benefits' Mem. at 1;
Aetna's Mem. in Supp. of Aetna's Mot.
(“Aetna's Mem.”), ECF No. 17-2, at 1.)
Specifically, Defendants argue that Keister knowingly and
voluntarily waived his right to bring this ERISA claim when
he signed the Release at issue, as evidenced by the fact that
he knew of his disability-benefits claim before he signed the
Release, as well as the Release's emphatic language that
warned Keister of the legal significance of signing the
Release. (See Aetna's Mem. at 4-5.) Defendants
contend that the text of the Release is unequivocal: as a
“general release, ” it covers Keister's claim
for long-term disability benefits, because it expressly
includes “any and all claims. . . whether now known or
unknown, which may have resulted from [Keister's] AARP
employment or separation or otherwise, up to and including
the date [he] sign[ed] this Agreement.” (Id.
at 2; see also AARP Benefits' Reply in Supp. of
Mot. for Summ. J. (“AARP Benefits' Reply”),
ECF No. 16, at 3.)
responds that the Release language shows that the parties did
not intend to include ERISA claims within the Release's
waiver, because the Release does not specifically mention
ERISA. (See Pl.'s Opp'n to AARP
Benefits' Mot. (“Pl.'s AARP Opp'n”),
ECF No. 15, at 2-3.) In addition to citing the text of the
Release, Keister points to communications between Keister and
AARP Benefits' representatives as extrinsic evidence that
demonstrates that the parties did not intend to cover
Keister's instant claim, because Defendants “did
not indicate that [Keister] would lose [the] opportunity to
file an appeal of his denied LTD benefits.” (Pl.'s
Opp'n to Aetna's Mot. (“Pl.'s Aetna
Opp'n”), ECF No. 18, at 3.) Keister argues that his
claim instead falls within a carve-out provision of the
Release, which excludes “any pension rights or medical
benefits you may be entitled to pursuant to the AARP
Employees' Welfare Plan, under the AARP Employees'
Welfare Plan and the AARP Employees' Pension Plan and
401(k) Plans, or any other insurance plans.” (See
Id. (citation omitted).) Keister also argues that he did
not waive his right to bring the benefits claim at issue,
because the claim did not exist until after he signed the
Release. (See Id. at 3-4.) Finally, Keister
maintains that AARP Benefits is not an entity subject to the
Release and therefore is not entitled to raise the Release in
response to Keister's claim. (See Pl.'s AARP
Opp'n at 4.)
motion for summary judgment became ripe on February 13, 2019
(see Reply in Supp. of Aetna's Mot., ECF No.
20), and AARP Benefits' motion became ripe on January 17,
2019 (see AARP Benefits' Reply). This Court held
a hearing on Defendants' motions on July 3, 2019.
(See Min. Entry of July 3, 2019.)
APPLICABLE LEGAL STANDARD
must grant summary judgment under Federal Rule of Civil
Procedure 56 if the movant “shows that there is no
genuine dispute as to any material fact and the movant is
entitled to judgment as a matter of law.” Fed.R.Civ.P.
56(a). A material fact is one that “might affect the
outcome of the suit under the governing law, ” and a
dispute about a material fact is only genuine
“‘if the evidence is such that a reasonable jury
could return a verdict for the nonmoving party.'”
Steele v. Schafer, 535 F.3d 689, 692 (D.C. Cir.
2008) (quoting Anderson v. Liberty Lobby, Inc., 477
U.S. 242, 248 (1986)).
movant has the burden of demonstrating the absence of a
genuine dispute as to any material fact. Celotex Corp. v.
Catrett, 477 U.S. 317, 322 (1986). Once the movant has
met this burden, the non-moving party must “designate
‘specific facts showing that there is a genuine issue
for trial, '” id. at 324 (quoting
Fed.R.Civ.P. 56(e)), rather than showing “[t]he mere
existence of a scintilla of evidence in support of [its]
position[, ]” Anderson, 477 U.S. at 252. The
movant is entitled to judgment as a matter of law if the
nonmoving party “fails to make a showing sufficient to
establish the existence of an element essential to that
party's case, and on which that party will bear the
burden of proof at trial.” Celotex, 477 U.S.
at 323. In evaluating motions for summary judgment, a court
must review all evidence in the light most favorable to the
nonmoving party and draw all inferences in the nonmoving
party's favor. See Tolan v. Cotton, 572 U.S.
650, 655-56 (2014) (per curiam).
assessing whether a plaintiff has waived his right to bring a
particular claim by signing a release, the normal rules of
contract interpretation apply. See Stanley v.
George Wash. Univ., 18-cv-878, 2019 WL 3083340, at *4
(D.D.C. July 15, 2019). As explained below, upon applying the
these rules to the undisputed facts of this case, this Court
concludes that the plain language of the Release that Keister
voluntarily signed bars Keister from bringing his claim for
long-term disability benefits against Defendants; moreover,
because the language of the Release is unambiguous, the
extrinsic evidence that Keister now offers cannot be
considered as the Court interprets the Release. Consequently,
Defendants are entitled to summary judgment.
The Plain Language Of The Release Shows That Keister Waived
His Right To Bring This ERISA Claim
interpreting a contractual release, a court “must rely
solely upon [the] language [of the agreement] as providing
the best objective manifestation of the parties'
intent.” FDIC v. Parvizian, Inc., 944 F.Supp.
1, 3 (D.D.C. 1996) (quoting Bolling Fed. Credit Union v.
Cumis Ins. Soc'y, Inc., 475 A.2d 382, 385 (D.C.
1984)). Here, the Release's language is clear in its
application to Keister and the defendants in this case, and
the language plainly entails a general waiver of rights that
indisputably applies to the ERISA claim that ...