CourtListener opinion 10126607

Evidence quotes

Clean opinion text

IN THE UNITED STATES DISTRICT COURT 
 FOR THE NORTHERN DISTRICT OF GEORGIA 
 ATLANTA DIVISION 

BILLY MOORE, : 
 : 
 Plaintiff, : CIVIL ACTION NO. 
 : 
vs. : 1:20-CV-4140-CC 
 : 
NCR CORPORATION PLAN : 
ADMINISTRATION COMMITTEE, : 
and FIDELITY WORKPLACE : 
SERVICES, LLC, : 
 : 
 Defendants. : 

 OPINION AND ORDER 
This matter is before the Court on Defendants' Motion to Dismiss [Doc. No. 
15]. For the reasons stated below, the Court GRANTS the motion. 
I. BACKGROUND 
A. Facts 
Plaintiff Billy Moore ("Plaintiff" or "Billy") is the brother of Jimmy L. Moore 
("Jimmy"), who was an employee of NCR Corporation ("NCR") and a participant 
in the 401(k) Plan and Pension Plan (collectively referred to herein as the "Plans"). 
(First Am. Compl. [Doc. No. 24] ¶ 1.) The "Named Fiduciary" for both Plans is the 
Plan Administration Committee. (Id. ¶ 8.) The Plan Administrator for both Plans 
is also the Plan Administration Committee. (Compl., Ex. 1 at § 11.3, Ex. 2 at § 8.3.) 
NCR is the Plan Sponsor. (First Am. Compl. ¶ 2.) Fidelity Workplace Services, 
LLC ("Fidelity") is the recordkeeper for the Plans. (Id. ¶¶ 3, 9.) 

The 401(k) Plan defines a "Beneficiary" as the: 
person(s), trust(s) or organization(s) designated to be the Beneficiary 
by the participant electronically or in writing. Unless designated 
otherwise, the Beneficiary of a married Participant shall be his spouse. 
In the event a married Participant designates someone other than his 
spouse as Beneficiary, such initial designation or subsequent change 
shall be invalid unless the spouse consents in a writing, which names 
the designated Beneficiary, acknowledges the effect of the 
designation, and is notarized, or witnessed by a Plan representative. 

(Compl., Ex. 11 at § 1.6.) The Pension Plan defines a "Beneficiary" as: 
the individual designated by the Participant in writing to receive the 
Participant's PensionPlus Benefit in the event of the Participant's 
death prior to retirement. If a married Participant designates 
someone other than the spouse as Beneficiary, the spouse must 
consent in writing, and such consent must name the designated 
individual, acknowledge the effect of the election and be witnessed 
by a Plan representative or notarized. 

(Compl., Ex. 2 at § 6.4(c).) 
On or about December 25, 2010, Jimmy signed an NCR Beneficiary Election 
form naming his brother Billy as sole beneficiary of Jimmy's 401(k) benefits under 
the Savings Plan, pension benefits under the Pension Plan, and all insurance 
   
1 The Court may consider exhibits to the Complaint without converting the motion to 
dismiss into a motion for summary judgment. See Crowder v. Delta Air Lines, Inc., 963 
F.3d 1197, 1202 (11th Cir. 2020) ("Exhibits attached to the complaint are treated as part of 
the complaint for Rule 12(b)(6) purposes."). 
benefits. (Id. ¶ 10.) Jimmy was not married at the time that he signed this Benefits 
Election form. (Id.) 

On May 24, 2016 Jimmy was diagnosed with esophageal cancer. (Id. ¶ 11.) 
On July 22, 2016, Jimmy signed his Last Will and Testament naming Billy as his 
sole heir and executor of his estate. (Id.) 

On July 26, 2016, Jimmy entered into a Prenuptial Agreement with Beulah 
Jean James ("Beulah"), whereby Beulah waived all rights to any 401(k) and 
retirement benefits held by Jimmy and consented to Jimmy appointing another 
beneficiary to receive those benefits. (Id. ¶ 12.) In the Prenuptial Agreement, 

Jimmy and Beulah specifically agreed that neither would "claim, demand, assert 
any right to, take or receive any part of the property of the other as described in 
Schedules 1 and 2." (Id. ¶ 13.) Schedule 1 specifically includes the details of 

Jimmy's 401(k) and pension benefits as his separate property. (Id.) Moreover, in 
Section 4.4 of the Prenuptial Agreement, Jimmy and Beulah specifically and 
explicitly renounced any right to the retirement accounts held by the other. (Id. ¶ 

14.) Section 4.4 further provides that "each party shall execute such spousal 
consents or waivers, if any, as may be required to effect the desired beneficiary 
designation of the account owner." (Id.) On August 17, 2016, Jimmy and Beulah 
were married. (Id. ¶ 15.) 
During a call with NCR on or about February 14, 2017, an NCR 
representative advised Jimmy that he should speak to a Fidelity "advisor" about 

confirming his beneficiary under the Plans. (Id. ¶ 16.) On or about March 20, 2017, 
Jimmy and Billy had a phone appointment with Fidelity Financial Consultant, 
Dylan Saulsberry ("Mr. Saulsberry"). (Id. ¶ 17.) Jimmy advised Mr. Saulsberry of 

his recent marriage and that his brother Billy was to be his beneficiary and his sole 
heir. (Id.) Mr. Saulsberry stated that "right now Billy [is] set to inherit all." (Id.) 
On March 22, 2017, Jimmy's Fidelity New Account Profile showed Billy as 100% 
beneficiary. (Id. ¶ 18.) 

On August 12, 2017, Jimmy passed away. (Id. ¶ 19.) Following Jimmy's 
death, Billy began taking steps to secure his interest in the 401(k) Plan and Pension 
Plan benefits. (Id. ¶ 20.) Plaintiff alleges that NCR and/or NCR PAC and Fidelity 

were "advised of the Prenuptial Agreement" by Mr. Saulsberry just days after 
Jimmy's death. (Id. ¶ 21.) On August 25, 2017, Billy called Fidelity, as he had not 
heard anything about a payout of benefits. (Id. ¶ 22.) On August 29, 2017, Billy 

again called Fidelity requesting status updates and advised Fidelity again of 
Jimmy and Beulah's Prenuptial Agreement. (Id.) Fidelity advised that the matter 
was under review. (Id.) On September 1, 2017, Billy contacted Fidelity to advise 
he had Jimmy's death certificate, which Billy provided to Fidelity. (Id. ¶ 23.) 
Despite prior knowledge that Billy was listed as Jimmy's beneficiary and 
purported to have a claim as the named beneficiary for the Plans' funds, 

knowledge of the Prenuptial Agreement between Jimmy and Beulah and the 
requirement that Beulah execute a spousal consent to effectuate Jimmy's desired 
beneficiary designation of Billy, and without prior notice to Billy, Plaintiff alleges 

that Fidelity, acting with the full knowledge and approval of NCR PAC, disbursed 
the funds to Beulah on or about October 5, 2017. (Id ¶ 25.) Defendants did not 
give Billy any prior notice of their intention to pay Jimmy's benefits to Beulah, and 
Defendants did not interplead the funds, although they were fully aware of Billy's 

and Beulah's competing claims thereto, prior to distributing the funds to Beulah. 
(Id.) On October 13, 2017, Plaintiff learned from NCR Retirement Plans Manager 
Cathy Stewart that Defendants had already disbursed the funds to Beulah. (Id. ¶ 

26.) 
Immediately upon learning of the distribution, Billy filed a lawsuit in 
Alabama state court against Beulah on October 13, 2017, alleging breach of the 

Prenuptial Agreement. (Id. ¶ 27.) On November 7, 2017, the Alabama trial court 
entered a temporary restraining order against Beulah, which prohibited her from 
utilizing the funds and ordered Beulah to pay the funds into the court's registry. 
(Id. ¶ 28.) Permanent injunctions against Beulah followed. (Id.) Summary 
judgment was granted in favor of Billy, and the trial court's decision was upheld 
by the Alabama Supreme Court. (Id.) 

Nevertheless, despite Billy's diligent efforts to obtain the funds disbursed 
by Fidelity and NCR PAC to Beulah and despite injunctions and final orders to the 
contrary, Plaintiff has only been able to recover approximately half of the funds 

that Defendants disbursed to Beulah. (Id. ¶ 29.) As a result, as of the date that 
Billy commenced the lawsuit pending before this Court, Billy has been unable to 
recover approximately $202,598.52 in funds and has incurred greater than 
$57,653.88 in attorneys' fees and court costs. (Id. ¶ 30.) 

After learning of the disbursement of funds to Beulah and as instructed by 
NCR Retirement Plan Manager Stewart, on October 27, 2017, Billy submitted a 
claim for the 401(k) and Pension Plan benefits, which included a copy of the 

Prenuptial Agreement and a printout from Fidelity's website dated October 21, 
2017, showing Billy still listed as Jimmy's beneficiary. (Id. ¶ 31.) His claim was 
denied. (Id.) The claim denial letter explained that the claim was denied because 

Beulah had not executed a valid spousal waiver and, as mandated by the United 
States Supreme Court, an extraneous prenuptial agreement could not trump the 
clear terms of the plan. (Compl., Ex. 5.) The claim denial informed Billy of his 
internal appeal rights and explained that if his internal appeal was denied, he 

would have the right to bring a lawsuit within one year. (Id.) 
On January 25, 2018, Billy appealed the denial of his claim, and the appeal 
was denied. (Id. ¶ 32.) By letter dated June 6, 2018, Billy submitted additional 

arguments to NCR as to why he believed the disbursement was imprudent and 
violated fiduciary pronouncements under the Employee Retirement Income 
Security Act of 1974 ("ERISA") and requested relief for the same. (Id.) On August 

9, 2018, NCR's counsel informed Billy's counsel that no relief would be provided. 
(Id.) 
On July 27, 2020, Billy submitted a letter to Fidelity notifying Fidelity of his 
claims against it for breach of fiduciary duties under ERISA and seeking relief for 

the same. (Id. ¶ 33.) On September 14, 2020, Fidelity responded to Billy's claim in 
writing and denied any breach of fiduciary duties. (Id. ¶ 34.) 
B. Procedural History 

On October 7, 2020, Plaintiff commenced this lawsuit, asserting claims 
under § 502(a)(3) for breach of fiduciary duties and § 502(g) for attorney's fees. 
Plaintiff filed his First Amended Complaint on March 7, 2021 and alleges therein 

that Defendants breached the fiduciary duty of prudence by failing to file an 
interpleader action in order to allow a court to decide the dispute between Plaintiff 
and Beulah for the 401(k) and Pension Plan benefits. Plaintiff further alleges that 
Defendants breached the fiduciary duty of disclosure by failing to disclose their 

intent to disburse the 401(k) and Pension Plan benefits to Beulah. In addition to 
seeking to recover the losses allegedly caused by Defendants' breaches of fiduciary 
duties, Plaintiff also seeks to recover reasonable attorneys' fees and costs of 

bringing this action pursuant to 29 U.S.C. § 1132(g). 
Defendants move the Court to dismiss Plaintiff's claims pursuant to Federal 
Rule of Civil Procedure (12)(b)(6). The parties have fully briefed the motion, and 

the motion is ripe for the Court's review. 
II. STANDARD OF REVIEW 
The Court may dismiss a pleading for "failure to state a claim upon which 
relief can be granted." Fed. R. Civ. P. 12(b)(6). Federal Rule of Civil Procedure 

8(a)(2) provides that a complaint need only contain "a short and plain statement 
of the claim showing that the pleader is entitled to relief," in order to "give the 
defendant fair notice of what the . . . claim is and the grounds upon which it rests." 

Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S. Ct. 1955, 167 L. Ed. 2d 929 
(2007) (citation and punctuation omitted). The complaint must "contain sufficient 
factual matter, accepted as true, to ‘state a claim to relief that is plausible on its 
face.'" Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct. 1937, 173 L. Ed. 2d 868 (2009) 

(quoting Twombly, 550 U.S. at 570). This standard "requires more than labels and 
conclusions, and a formulaic recitation of the elements of a cause of action." 
Twombly, 550 U.S. at 555 (citation omitted). Additionally, "the tenet that a court 
must accept as true all of the allegations contained in a complaint is inapplicable 
to legal conclusions." Iqbal, 556 U.S. at 678 (citation omitted). 

Instruments attached to a pleading are part of the pleading, and the Court 
may consider them for Rule 12(b)(6) purposes. Fed. R. Civ. P. 10(c). Moreover, 
the Eleventh Circuit has made it clear that when a plaintiff attaches exhibits to a 

complaint and the exhibits contradict the allegations of the complaint, the exhibits 
control. See Griffin Indus., Inc. v. Irvin, 496 F.3d 1189, 1206 (11th Cir. 2007) 
("Conclusory allegations and unwarranted deductions of fact are not admitted as 
true, especially when such conclusions are contradicted by facts disclosed by a 

document appended to the complaint. If the appended document . . . reveals facts 
which foreclose recovery as a matter of law, dismissal is appropriate.") 
"Determining whether a complaint states a plausible claim for relief will . . 

. be a context-specific task that requires the reviewing court to draw on its judicial 
experience and common sense. But where the well-pleaded facts do not permit 
the court to infer more than the mere possibility of misconduct, the complaint has 

alleged–but it has not ‘shown'–‘that the pleader is entitled to relief.'" Id. at 679 
(quoting Fed. R. Civ. P. 8(a)(2)) (other citation omitted). Likewise, dismissal is 
warranted under Rule 12(b)(6) if, assuming the truth of the factual allegations of 
plaintiff's complaint, there is a dispositive legal issue that precludes relief. Neitzke 
v. Williams, 490 U.S. 319, 326, 109 S. Ct. 1827, 104 L. Ed. 2d 338 (1989); Brown v. 
Crawford Cty., 960 F.2d 1002, 1010 (11th Cir. 1992). 

III. ARGUMENTS OF THE PARTIES 
Defendants argue that Plaintiff's claims should be dismissed for five 
separate reasons. First, Defendants maintain that Plaintiff lacks standing because 

he is not an ERISA beneficiary. Second, Defendants argue that they had no duty 
to provide advance notice or to interplead the funds. Third, Defendants state that 
Plaintiff's claims are barred by the one-year statute of limitations. Fourth, 
Defendants assert that the Complaint fails to demonstrate that Defendants were 

fiduciaries or engaged in any fiduciary acts at any relevant time. Finally, 
Defendants argue that Plaintiff's claims are barred by the doctrine of collateral 
estoppel. 

In response, Plaintiff first argues that he has standing to sue because he has 
a "colorable claim" to benefits. Second, Plaintiff maintains that Defendants owed 
fiduciary duties of prudence and disclosure to him, as the named plan beneficiary 
and/or colorable claimant to Jimmy's ERISA Plan benefits. With respect to 

Defendants' statute of limitations argument, Plaintiff responds that the Plans' 
contractual limitations period for benefits and interference claims has no 
applicability to the breach of fiduciary duty claims that Plaintiff asserts in this 

lawsuit. Plaintiff further argues that he has timely brought his claims within the 
3-year statute of limitations period that applies to fiduciary breach claims. Plaintiff 
next contends that he has properly alleged Defendants' fiduciary status and 

fiduciary actions. Finally, Plaintiff argues that the collateral estoppel doctrine is 
inapplicable because the critical issues in this case pertaining to the alleged 
fiduciary breaches were not litigated at all in the Alabama litigation. 

IV. DISCUSSION 
ERISA § 502 provides the enforcement mechanisms for breaches of ERISA's 
requirements. A participant may bring an action under ERISA § 502(a)(3) for a 
breach of fiduciary duty under ERISA § 409(a), which provides, in pertinent part, 

that "[a]ny person who is a fiduciary with respect to a plan who breaches any of 
the responsibilities, obligations, or duties imposed upon fiduciaries by this 
subchapter shall be personally liable to make good to such plan any losses to the 

plan resulting from each such breach, and to restore to such plan any profits of 
such fiduciary which have been made through use of assets of the plan by the 
fiduciary, and shall be subject to such other equitable or remedial relief as the court 
may deem appropriate, including removal of such fiduciary." 29 U.S.C. § 1109(a). 

ERISA §§ 404(a)(1)(A) and (B) provide, in pertinent part, that a fiduciary 
shall discharge its duties with respect to a plan solely in the interest of the 
participants and beneficiaries, for the exclusive purpose of providing benefits to 

participants and their beneficiaries, and with the care, skill, prudence, and 
diligence under the circumstances then prevailing that a prudent man acting in a 
like capacity and familiar with such matters would use in the conduct of an 

enterprise of a like character and with like aims. 29 U.S.C. § 1104(a)(1). These 
fiduciary duties under ERISA §§ 404(a)(1)(A) and (B) are referred to as the duties 
of loyalty, exclusive purpose, and prudence and are the "highest known to the 

law." Herman v. NationsBank Trust Co., 126 F.3d 1354, 1361 (11th Cir. 1997) 
(internal citation omitted). 
"[A] qualified preretirement survivor annuity shall be provided to the 
surviving spouse" of a vested plan participant. 29 U.S.C. § 1055(a)(2). A plan 

participant "may elect at any time during the application election period to waive 
the . . . qualified preretirement survivor annuity form of benefit." 29 U.S.C. § 
1055(c)(1)(A)(i). Such an election takes effect only if: 

(i) the spouse of the participant consents in writing to such election, 
(ii) such election designates a beneficiary (or a form of benefits) which 
may not be changed without spousal consent (or the consent of the 
spouse expressly permits designations by the participant without any 
requirement of further consent by the spouse), and 
(iii) the spouse's consent acknowledges the effect of such election and 
is witnessed by a plan representative or a notary public . . . . 

29 U.S.C. § 1055(c)(2)(A). 
In the instant case, the Court agrees with Defendants that Plaintiff was no 
longer a beneficiary under the terms of the Plan after Jimmy married Beulah and 
that Plaintiff's claims against Defendants are due to be dismissed. 
Notwithstanding Beulah's execution of the prenuptial agreement disclaiming 
Jimmy's retirement benefits, Beulah became the sole beneficiary to Jimmy's 

benefits once she and Jimmy married, as there was no valid spousal waiver under 
the terms of the Plans. The Prenuptial Agreement was not due to be considered 
in determining who was the proper beneficiary of the 401(k) and Pension Plan 

benefits, as a prenuptial agreement is not an effective spousal waiver under 
ERISA's strict requirements. See, e.g., Greenebaum Doll & McDonald PLLC v. 
Sandler, 256 F. App'x 765, 767 (6th Cir. 2007) ("There is little support for the notion 
that a prenuptial agreement by itself can satisfy ERISA's spousal-consent 

requirement."); Hagwood v. Newton, 282 F.3d 285, 290 (4th Cir. 2002) ("In 
reaching our conclusion that premarital agreements generally cannot fulfill the 
[spousal waiver] requirements of 29 U.S.C. § 1055(c), we join the unanimous view 

of other federal courts that have considered the question."); Nat'l Auto. Dealers & 
Assoc. Retirement Trust v. Arbeitman, 89 F.3d 496, 502 (8th Cir.1996) (holding that 
an agreement signed before the marriage failed to satisfy the waiver requirements 

of ERISA or the plans); Hurwitz v. Sher, 982 F.2d 778, 782 (2d Cir.1992) (holding 
that premarital agreements "do not constitute effective waivers under ERISA"). 
Thus, in the absence of an effective spousal waiver, Jimmy's designation of Billy 
as the beneficiary had to yield to Beulah's rights under the Plans as Jimmy's 

surviving spouse. 
In fact, in the state court proceedings that Billy initiated against Beulah, Billy 
did not challenge the plan administrator's statutory duty under ERISA to 

distribute the funds to Beulah. Moore v. Moore, 297 So. 3d 359, 362 (Ala. 2019) 
("Although Billy does not challenge the fact that the plan administrator had a 
statutory duty under ERISA to distribute those funds to Beulah, he argues that, 

once those funds were distributed to her, the lack of a valid ERISA spousal waiver 
had no bearing on whether he could recover those funds through a breach-of-
contract action."). Plaintiff acknowledges the same in the instant litigation, as he 
states in his opposition brief that "Plaintiff conceded there – as he does here – that 

the Plan benefits were technically required to be distributed to Beulah under 
ERISA/the Plans . . . ." (Doc. No. 18 at 24.) The Supreme Court of Alabama 
specifically determined that Jimmy and Beulah's prenuptial agreement was not a 

valid spousal waiver and that the funds were properly disbursed to Beulah by the 
plan administrator. Id. at 364 ("Under these circumstances, there was no valid 
waiver by Beulah under 29 U.S.C. § 1055(c)(2)(A) of her surviving spousal rights. 

Thus, the funds were properly distributed to her by the plan administrator."). This 
Court agrees with the well-reasoned analysis of the Supreme Court of Alabama. 
Significantly, ERISA obligates a fiduciary to "discharge his duties with 
respect to a plan solely in the interest of the participants and beneficiaries." 29 

U.S.C. § 1104(a)(1). Based on the terms of the Plans, Billy was not a beneficiary. 
As such, Defendants owed no ERISA-imposed duties to Billy at the time of 
Jimmy's death or at the time of the distribution. For this reason, Billy's claims are 

due to be dismissed. See Crowder, 963 F.3d at 1206 (affirming dismissal of breach 
of fiduciary duty claims brought by non-beneficiary because defendants owed no 
ERISA-imposed duties to non-beneficiary). 

The Eleventh Circuit likewise has recognized that the right to seek equitable 
relief under ERISA § 1132(a)(3) is limited to plan "participant[s]," "beneficiar[ies]," 
and other "fiduciar[ies]." Id. at 1206-07. A litigant who was not a plan participant 
or beneficiary at the time of the events giving rise to the ERISA claims lacks 

standing. See id. ("Crowder arguably also lacked statutory authorization to bring 
a claim for equitable relief based on the defendants alleged breach of their 
fiduciary duties."); see also Hobbs v. Blue Cross Blue Shield of Ala., 276 F.3d 1236, 

1240-41 (11th Cir. 2001) ("The only parties that have standing to sue under ERISA 
are those listed in the civil enforcement provision of ERISA, codified at 29 U.S.C. 
§ 1132(a)."). Insofar as Plaintiff's own allegations and concessions establish that 

he was not the proper beneficiary under the Plans at the time that the Plan benefits 
were distributed and that he would not subsequently become the correct 
beneficiary under the terms of the Plans, Plaintiff does not even have a colorable 
claim to benefits and thus lacks standing to bring the fiduciary breach and 

attorneys' fee claims he asserts in this lawsuit. See In Re: Hendricks, Case No. 
6:20-cv-935-Orl-40DCI, 2020 WL 9439374, at *4 (M.D. Fla. Nov. 2, 2020) ("[W]hen 
a plan administrator acts in accordance with the plan documents by paying 

benefits to the designated primary beneficiary, ERISA forecloses claims by non-
beneficiaries against the plan administrator."). 
Additionally, in determining the identity of the proper beneficiary and 

distributing benefits, plan administrators must rely solely on the terms of the plan 
and have no responsibility to delve into inquiries regarding whether a beneficiary 
may have waived benefits outside of the terms of the plan, except when a qualified 
domestic relations order is involved. Kennedy v. Plan Adm'r for DuPont Sav. & 

Inv. Plan, 555 U.S. 285, 300-01, 129 S. Ct. 865, 172 L. Ed. 2d 662 (2009) (explaining 
that a "plan administrator is obliged to act in accordance with the documents and 
instruments governing the plan . . . and ERISA provides no exemption from this 

duty when it comes time to pay benefits"). Even requiring a plan administrator to 
file an interpleader action to have disputes between competing claimants resolved 
"destroy[s] a plan administrator's ability to look at the plan documents and 

records conforming to them to get clear distribution instructions, without going 
into court." Id. at 301. Thus, even if Plaintiff had standing to bring fiduciary 
breach claims, the breach of fiduciary claim based on Defendants' failure to file an 
interpleader action would fail. 
In sum, as required by ERISA, the Plan Administration Committee 
identified the proper beneficiary pursuant to the terms of the Plans, who was 

Beulah, and promptly paid her. The Plan Administration Committee was not 
required to consider the Prenuptial Agreement, as that agreement did not 
constitute a valid spousal waiver under ERISA. Since Plaintiff was not the proper 

beneficiary at the time of Jimmy's death or the distribution, Defendants owed no 
ERISA-imposed duties to Plaintiff and Plaintiff has no legal authorization to 
complain about the distribution that even he concedes was statutorily required to 
be made to Beulah. 

V. CONCLUSION 
Based on the foregoing, the Court GRANTS Defendants' Motion to Dismiss 
and DIRECTS the Clerk to mark this case closed. 

SO ORDERED this 30th day of August, 2021. 

 s/ CLARENCE COOPER 
 CLARENCE COOPER 
 SENIOR UNITED STATES DISTRICT JUDGE