Stevenson v. The Bank of New York Co., Inc., No. 09-1681 (2d Cir. 2010)
Annotate this Case
Download PDF
09-1681-cv Stevenson v. The Bank of New York Co., Inc. 1 UNITED STATES COURT OF APPEALS 2 FOR THE SECOND CIRCUIT 3 August Term 2009 4 (Argued: December 2, 2009 5 Decided: June, 15, 2010) Docket No. 09-1681-cv 6 -----------------------------------------------------x 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 MATTHEW MILLS STEVENSON, on behalf of himself and as representative of the Stevenson Retirement Plan and the Stevenson SERP, Plaintiff-Appellant, -- v. -THE BANK OF NEW YORK COMPANY, INC., J. CARTER BACOT, THE ESTATE OF DENO D. PAPAGEORGE, administrator of the Stevenson Retirement Plan and the Stevenson SERP, THOMAS A. RENYI, MICHAEL SHEPERD, THE TAX-QUALIFIED PENSION PLAN, THE RETIREMENT PLAN COMMITTEE, THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, THE STEVENSON RETIREMENT PLAN, THE STEVENSON SERP, THE EXCESS BENEFIT PLAN, BNY PROFIT SHARING PLAN and its administrator, PHANTOM PENSION STOCK PLAN and its administrator, EMPLOYEE SAVINGS INVESTMENT PLAN and its administrator, EMPLOYEE STOCK OWNERSHIP PLAN and its administrator, ANY OTHER PLAN and its administrator, Defendants-Appellees. -----------------------------------------------------x B e f o r e : WALKER, RAGGI, Circuit Judges, and RAKOFF, District Judge.* * The Honorable Jed S. Rakoff, of the United States District Court for the Southern District of New York, sitting by designation. -1- 1 Matthew Mills Stevenson filed a complaint in New York state 2 court based on an alleged agreement by BNY and its employees to 3 maintain his pension benefits. 4 complaint to federal court on the theory that Stevenson s state 5 law claims were preempted under ERISA, 29 U.S.C. § 1001 et seq. 6 The defendants moved to dismiss the complaint for failure to 7 state a claim, and Stevenson moved to remand to state court. 8 Stevenson now appeals the following: 1) the March 30, 2007 order 9 of the District Court for the Southern District of New York The defendants removed that 10 (Daniels, Judge) denying Stevenson s motion to remand his case to 11 state court and granting the defendants motion to dismiss his 12 original complaint; and 2) the district court s March 26, 2009 13 order granting the defendants motion to dismiss Stevenson s 14 amended complaint for failure to state a claim under ERISA, 29 15 U.S.C. § 1001, or under New York law. 16 Stevenson s state law claims, as originally pleaded, are not 17 preempted by ERISA. 18 order denying Stevenson s motion to remand to state court and 19 REMAND to the district court with instructions that the case be 20 returned to state court. 21 On appeal, we hold that We therefore VACATE the district court s VACATED and REMANDED. 22 23 24 25 26 27 THOMAS E.L. DEWEY, Dewey Pegno & Kramarsky LLP, New York, New York; Jerome M. Marcus, Marcus & Auerbach LLC, Wyncot, Pennsylvania, on the -2- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 brief, Jacob A. Goldberg, Faruqi & Faruqi, LLP, Elkins Park, Pennsylvania, on the brief, for PlaintiffAppellant. MICHAEL L. BANKS, Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania, for Defendants-Appellees. JOHN M. WALKER, JR., Circuit Judge: This appeal involves an alleged promise made by appellant 19 Matthew Mills Stevenson s former employer, the Bank of New York 20 Company ( BNY ), that it would maintain Stevenson s pension and 21 benefits during Stevenson s tenure as General Manager of the Bank 22 of New York Inter Maritime Bank ( BNY-IMB ), a Swiss bank 23 affiliate of BNY. 24 certain of its executives in the New York Supreme Court. 25 complaint brought claims of breach of contract, promissory 26 estoppel, unjust enrichment, negligent misrepresentation, fraud, 27 and tortious inference with contract, based on Stevenson s 28 allegation that BNY and BNY employees reneged on their promise to 29 maintain certain benefits and pension plans on his behalf during 30 his absence from the bank and then unlawfully terminated his 31 employment from BNY-IMB. 32 based on an allegation that the defendants published a letter to 33 the legal and banking community in Geneva, Switzerland, maligning Stevenson filed this suit against BNY and The The complaint also claimed defamation -3- 1 2 Stevenson s professionalism. The defendants removed the state action to the District 3 Court for the Southern District of New York (Daniels, Judge), 4 claiming that, under the federal Employee Retirement Security Act 5 ( ERISA ), federal subject matter jurisdiction existed pursuant 6 to ERISA § 502, 29 U.S.C. § 1132, and that dismissal was required 7 because ERISA preempted Stevenson s claims, ERISA § 514(a), 29 8 U.S.C. § 1144(a). 9 12(b)(6), to dismiss Stevenson s defamation claim for failure to The defendants also moved, pursuant to Rule 10 state a claim. 11 to state court. 12 Stevenson s claims, except the defamation claim, was related to a 13 benefit plan and therefore preempted by ERISA. 14 court dismissed each of these claims, but granted Stevenson leave 15 to replead them as ERISA claims. 16 the defamation claim for failure to state a claim, while granting 17 Stevenson leave to replead that claim with greater particularity, 18 and denied Stevenson s cross-motion. 19 Stevenson cross-moved to remand the entire case The district court concluded that each of The district The district court dismissed Stevenson then filed an amended complaint containing 20 allegations largely identical to those in his original complaint, 21 but now cast as ERISA violations, in addition to his state law 22 claims. 23 several BNY-related pension, retirement, and benefit plans and 24 contained counts under various provisions of ERISA as well as The amended complaint named as additional defendants -4- 1 state law claims for breach of contract, unjust enrichment, and 2 defamation.1 3 complaint in its entirety for failure to state a claim, 4 concluding that Stevenson had failed to exhaust his 5 administrative remedies with respect to claims under certain 6 plans and had failed to allege sufficient facts to support his 7 claims of entitlement to benefits with respect to other plans. 8 The district court also dismissed Stevenson s ERISA unlawful 9 termination claim for failure to allege that he was terminated in The district court then dismissed the amended 10 order to prevent the vesting or exercise of his benefits; the 11 district court dismissed an ERISA estoppel claim as redundant of 12 his earlier claims for benefits and, therefore, for failure to 13 exhaust his administrative remedies as to that claim. 14 district court again dismissed Stevenson s breach of contract and 15 unjust enrichment claims as preempted by ERISA, and his 16 defamation claim on the basis of insufficient factual 1 The Of the various pension plans named in Stevenson s amended complaint, several are regularly administered plans available to BNY employees generally. These include the Tax-Qualified Pension Plan, the Retirement Plan, the Supplemental Executive Retirement Plan ( SERP ), and the Excess Benefit Plan. Stevenson also names as defendants several plans that were allegedly applicable solely to him as a result of promises made by individual defendants at BNY. Those plans include the Stevenson Retirement Plan and the Stevenson SERP. Stevenson also names several nonpension plans as defendants, including the BNY Profit Sharing Plan, the Phantom Pension Stock Plan, the Employee Stock Ownership Plan, the Employee Savings Investment Plan, and any other plan under which Mr. Stevenson was a participant. Appellant Br. at 37. The record is unclear as to whether these are regularly constituted BNY plans. -5- 1 2 allegations. The district court denied leave to amend. Stevenson appealed from the district court s denial of his 3 cross-motion to remand, and its dismissals of the original and 4 amended complaints. 5 DISCUSSION 6 7 Whether ERISA preempts a state law or portion thereof is a 8 question of law , which we review de novo. Devlin v. Transp. 9 Commc ns Int l Union, 173 F.3d 94, 98 (2d Cir. 1999); cf. Drake 10 v. Lab. Corp. of Am. Holdings, 458 F.3d 48, 56 (2d Cir. 2006) 11 ( The district court's determination regarding preemption is a 12 conclusion of law, and we therefore review it de novo. ). 13 In determining the scope of ERISA s preemption provision, 14 our touchstone is congressional intent, primarily as evidenced by 15 statutory language. 16 (2d Cir. 2003). 17 all State laws insofar as they may now or hereafter relate to any 18 employee benefit plan. 19 language, however, is so expansive as a textual matter as to 20 afford no meaningful limitation on the scope of ERISA preemption. 21 Therefore, we look to the structure and objectives of the statute 22 as a means of determining the scope of preemption. 23 Conference of Blue Cross & Blue Shield Plans v. Travelers Ins. 24 Co., 514 U.S. 645, 655-56 (1995). Gerosa v. Savasta & Co., 329 F.3d 317, 323 ERISA provides that it shall supersede any and 29 U.S.C. § 1144(a). -6- The relate to N.Y. State This circuit has previously 1 held that the analysis of ERISA preemption must start with the 2 presumption that Congress does not intend to supplant state 3 law. 4 654-55) (internal quotation marks omitted). 5 reluctance to find ERISA preemption where state laws do not 6 affect the relationships among the core ERISA entities: 7 beneficiaries, participants, administrators, employers, trustees 8 and other fiduciaries. 9 laws that would tend to control or supersede central ERISA Gerosa, 329 F.3d at 323 (quoting Travelers, 514 U.S. at Id. at 324. We have also noted a On the other hand, state 10 functions - such as state laws affecting the determination of 11 eligibility for benefits, amounts of benefits, or means of 12 securing unpaid benefits - have typically been found to be 13 preempted. 14 Id. Stevenson s original complaint alleged that he was asked to 15 accept the position of General Manager of BNY-IMB and move from 16 New York to Geneva for a term of two to three years. 17 29. 18 of his BNY pension benefits if he agreed to leave BNY for BNY- 19 IMB, to which defendants responded that they would maintain 20 [those benefits]. 21 discussions with BNY s personnel department in which BNY 22 allegedly promised to maintain [Stevenson s] benefits and to 23 care for his Brooklyn residence during his absence. 24 On the basis of these promises, Stevenson terminated his Compl. ¶ Stevenson specifically asked the defendants about the status Id. Stevenson then held a series of -7- Id. ¶ 30. 1 employment with BNY, accepted the position of General Manager of 2 BNY-IMB, and moved his family to Geneva in June of 1991. 3 The complaint then alleges a series of correspondence and 4 other writings concerning Stevenson s pension status: 5 ¢ On November 19, 1991, Stevenson corresponded with Douglas 6 Tantillo, BNY s Vice President of Employee Relations, and 7 learned that he had been put on inactive pay status but that 8 his medical and dental insurance, travel accident 9 insurance, GUL insurance, profit sharing accounts and 10 automatic investment accounts . . . remain[ed] in effect . 11 . . . 12 ¢ Compl. ¶ 36. On December 10, 1991, Stevenson received a memorandum 13 stating that BNY would maintain a notional salary . . . to 14 facilitate his eventual return to [BNY]. 15 (internal quotation marks omitted). 16 ¢ Compl. ¶ 37 On February 7, 1995, Tantillo informed Stevenson that [a]s 17 an inactive employee of the Bank of New York (from June 2, 18 1991), participation in both the BNY Pension Plan and BNY 19 Profit Sharing plan are maintained, but benefit accruals 20 ceased on that date. 21 date (as a vested participant), and cannot begin again until 22 you again become an active employee. 23 topic indicate that we discussed that the Bank could take 24 administrative action upon your return to New York to give Your pension accrual is frozen at that -8- My only notes on this 1 you credit [for] (i.e., bridge) the break-in-service while 2 you were in Switzerland. 3 either indefinite or fading, the issue of pension coverage 4 increases in importance. 5 ¢ As prospects for your return are Compl. ¶ 46 (emphasis omitted). And finally, on April 7, 1999, defendant Deno Papageorge, 6 BNY s Senior Executive Vice President and later a Board 7 Member of BNY-IMB, sent a memorandum to BNY s personnel 8 department, memorializing a series of conversations held by 9 Papageorge with members of that department, stating that 10 Papageorge had previously agreed that BNY would provide 11 [Stevenson] with a pension benefit according to the BNY 12 Plan. 13 benefit was to be calculated on [Stevenson s] base salary at 14 the time he left BNY and assumed normal annual salary 15 adjustments. 16 for the purpose of calculating retirement benefits. 17 [Stevenson s] current position is equivalent to Senior Vice- 18 President level at BNY, and, therefore, he would qualify for 19 the SERP as well. 20 The complaint s allegations and the writings identified by Compl. ¶ 50. The memo stated further that [t]he In effect, there would be no break in service Id. 21 Stevenson, whatever their contractual significance, do not 22 support a finding of ERISA preemption. 23 asserted liability under the original complaint does not 24 "derive[]" from "the particular rights and obligations -9- First, the defendants' 1 established by [any] benefit plan[]," Aetna Health Inc. v. 2 Davila, 542 U.S. 200, 213 (2004), but rather from a separate 3 promise that references various benefit plans, none of which 4 directly applies to Stevenson by its terms, as a means of 5 establishing the value of that promise. 6 state law claims derive from this promise rather than from an 7 ERISA benefits plan, their resolution does not require a court to 8 review the propriety of an administrator's or employer's 9 determination of benefits under such a plan. Because Stevenson's The BNY benefits 10 plans may provide a benchmark for determining claimed damages, 11 but such damages would be payable from BNY s own assets, not from 12 the plans themselves. 13 not allege that any plan administrator or employer breached a 14 fiduciary duty or plan provision relating to the BNY plans. 15 Thus, those claims do not affect the relationships among the 16 core ERISA entities with respect to those entities roles under 17 ERISA. Further, Stevenson s state law claims do See Gerosa, 329 F.3d at 324. 18 Second, none of Stevenson s state law causes of action 19 purport to require a plan administrator, employer, or beneficiary 20 to follow a standard inconsistent with those provided by ERISA. 21 Should Stevenson ultimately succeed in his state court action, 22 the operation of BNY s benefit plans would need to be referenced 23 in order to establish the extent of his damages, but the actual 24 administration and funding of those plans would be unaffected. -10- 1 Because Stevenson s suit neither interferes with the 2 relationships among core ERISA entities nor tends to control or 3 supersede their functions, it poses no danger of undermining the 4 uniformity of the administration of benefits that is ERISA s key 5 concern. 6 provide a uniform regulatory regime over employee benefit 7 plans. ). 8 permitting Stevenson to pursue his suit in state court under 9 broadly applicable, common law causes of action would not Davila, 542 U.S. at 208 ( The purpose of ERISA is to On the basis of the allegations in this case, 10 necessitate the tailoring of plans and employer conduct to the 11 peculiarities of the law of each [state]. 12 McClendon, 498 U.S. 133, 142 (1990). 13 Ingersoll-Rand Co. v. The defendants argue that Stevenson s claims necessarily 14 relate to ERISA benefits because his original and amended 15 complaints allege the same underlying facts, which are expressly 16 designat[ed] . . . as ERISA claims in the amended complaint. 17 Appellees Br. at 43. 18 was filed in response to the district court s dismissal of all 19 original state law claims, which allowed Stevenson to replead the 20 underlying facts under the terms of ERISA. 21 which Stevenson s ERISA claims were effectively forced upon him, 22 the labels attached to Stevenson s claims are not dispositive of 23 whether those claims in fact relate to an ERISA benefit plan 24 for preemption purposes. Stevenson s amended complaint, however, -11- In this context, in 1 The defendants go on to argue, relying on Smith v. 2 Dunham-Bush, Inc., 959 F.2d 6 (2d Cir. 1992), that Stevenson s 3 claims relate to ERISA employee benefit plans because they 4 make specific reference to and, indeed, are premised on, the 5 existence of a pension plan. 6 involved a state law complaint, similar to that filed by 7 Stevenson, based on an alleged oral promise to pay pension 8 benefits to the plaintiff employee who left the company in 9 exchange for that promise. Appellees Br. at 44. Smith, 959 F.2d at 7. Smith This court 10 gave the ERISA relate to language a broad common-sense 11 reading and noted that a state law may relate to a benefit plan 12 . . . even if the law is not specifically designed to affect such 13 plans or the effect is only indirect. 14 quotation marks omitted). 15 opinion in Travelers (decided after our decision in Smith), 16 however, we suggested that Smith s broad view of ERISA preemption 17 was misguided. 18 pronouncements in [Smith] suggest that in fact we simply took a 19 very broad view of preemption."). 20 following our approach in Gerosa, we hold in this case that § 21 502(a) of ERISA does not preempt Stevenson s state law claims, 22 which are in themselves neutral toward ERISA plans. 23 make reference to ERISA plans solely as a means of describing the 24 consideration underlying an alleged contract that itself is Id. at 9 (internal In the wake of the Supreme Court s Gerosa, 329 F.3d at 327 n.8 ("[O]ur earlier -12- In light of Travelers, and These claims 1 separate from the terms of any plan; they will not affect the 2 referenced plans, particularly not in a way that threatens 3 ERISA s goal of uniformity. 4 principle that preemption depends on whether state remedies are 5 consistent with ERISA s core purposes ); see also Aetna Life Ins. 6 Co. v. Borges, 869 F.2d 142, 146 (2d Cir. 1989) (noting that 7 laws that have been ruled preempted are those that provide an 8 alternative cause of action to employees to collect benefits 9 protected by ERISA, refer specifically to ERISA plans and apply See id. at 325 (noting general 10 solely to them, or interfere with the calculation of benefits 11 owed to an employee ). 12 Because Stevenson s original complaint contained no 13 questions arising under federal law, the district court was 14 without jurisdiction to assess the sufficiency of Stevenson s 15 original claim for defamation. 16 claim on appeal and instead vacate the dismissal of that claim so 17 that the state court may consider its sufficiency along with the 18 rest of Stevenson s original complaint. Thus, we do not consider that 19 CONCLUSION 20 Accordingly, we VACATE the order of the district court 21 denying Stevenson s motion to remand and dismissing his original 22 complaint and REMAND the case to the district court with 23 instructions to remand the case to New York state court. -13-
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.
