Caldwell v. PNC Financial Services Group, Inc., 835 F. Supp. 2d 510

Background

Caldwell sues PNC, Allen, National City Amended and Restated Management Severance Plan, and John Does 1–10 seeking severance after PNC acquired National City in a change of control.
Plan became effective 1 January 2005 and was amended 30 September 2008 to provide severance for employees terminated during a defined Protection Period.
Caldwell alleges post-acquisition assignment to three branches, two in economically distressed Columbus, Ohio areas, with loan-goal targets tied to his salary.
He received multiple warnings and a probation, allegedly due to unmet loan goals, and was urged to resign; he ultimately resigned effective 29 January 2010.
He sought severance benefits after resignation; the Plan denied benefits and Caldwell appealed; Counts 1–5 of the complaint were filed, with Count 5 later dismissed, and the court addressed Rule 12(b)(6) standards and substantive ERISA questions.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Caldwell’s breach-of-contract claim is preempted by ERISA	Caldwell argues the Plan is not an ERISA plan; state-law breach may proceed	ERISA preempts virtually all state-law claims relating to employee benefit plans	Count 1 preempted by ERISA
Whether the Plan is an ERISA employee welfare benefit plan	Plan may not be ERISA if it isn’t an ongoing administrative program	Plan shows ongoing administration and periodic asset demands creating an administrative scheme	Plan is an ERISA welfare benefit plan under Fort Halifax and Kolkowski analyses
Who may be proper defendants for an ERISA § 1132(a)(1)(B) benefits claim	PNC, Allen, and John Doe should be liable for benefits as plan administrators or fiduciaries	Plan administrator essential; Allen not shown as fiduciary; John Doe may be party if fiduciaries; PNC may be liable for fees	Count 3 against Allen and John Doe dismissed; PNC dismissal premature; Plan administrator proper party generally; further analysis required for John Doe
Whether Caldwell stated a viable ERISA § 1132(a)(1)(B) benefits claim	Constructive discharge could trigger entitlement to severance benefits	Plain terms require termination by Surviving Entity during Protection Period for eligibility; constructive discharge not included	No viable § 1132(a)(1)(B) claim under the Plan's plain terms; dismissal granted
Whether Caldwell has stated a viable § 1140 interference/retaliation claim	Defendants interfered with right to severance by delaying termination decisions	Non-termination or delayed termination did not constitute prohibited ERISA conduct; resignation occurred within protection period	No § 1140 claim; interference/retaliation not established; dismissal granted

Key Cases Cited

Erickson v. Pardus, 551 U.S. 89 (2007) (pleading standards; deference to plaintiffs' allegations in a Rule 12(b)(6) context)
Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007) (plausibility standard for pleading; allegations must go beyond mere speculation)
Ashcroft v. Iqbal, 556 U.S. 662 (2009) (context-specific plausibility standard for reviewing complaints)
Fort Halifax Packing Co. v. Coyne, 482 U.S. 1 (1987) (ongoing administrative program required for ERISA plans when determining benefits)
Cassidy v. Akzo Nobel Salt, Inc., 308 F.3d 613 (6th Cir.2002) (discretion in benefit distribution affects ERISA status)
Sherrod v. General Motors Corp., 33 F.3d 636 (6th Cir.1994) (establishes Fort Halifax criteria for ERISA status)
Kolkowski v. Goodrich Corp., 448 F.3d 843 (6th Cir.2006) (factors for determining whether severance plans are ERISA plans)
Massachusetts v. Morash, 490 U.S. 107 (1989) (severance benefits plans can be ERISA plans)
Riverview Health Institute LLC v. Medical Mutual of Ohio, 601 F.3d 505 (6th Cir.2010) (proper defendant for ERISA § 1132(a) benefits action)
Kennedy v. Plan Administrator for DuPont Savings and Investment Plan, 555 U.S. 285 (2009) (plan terms govern ERISA benefits claims; contract interpretation via federal/common law)
Detroit Radiant Prods. Co. v. BSH Home Appliances Corp., 473 F.3d 623 (6th Cir.2007) (contract interpretation under ERISA; Delaware law guidance)
Osborn ex rel. Osborn v. Kemp, 991 A.2d 1153 (Del.2010) (Delaware contract interpretation standard; plain meaning rule)