CourtListener opinion 10217808

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UNITED STATES DISTRICT COURT 
 EASTERN DISTRICT OF MICHIGAN 
 SOUTHERN DIVISION 

ANTONIA PERRONE, 

Plaintiff, 
v. Case No. 21-11647 
 Honorable Victoria A. Roberts 
FORD MOTOR COMPANY-UAW 
RETIREMENT BOARD OF 
ADMINISTRATION, 

Defendant. 
___________________________/ 

 ORDER DENYING PLAINTIFF'S PROCEDURAL 
 CHALLENGE TO ADMINISTRATIVE RECORD AND 
 REQUEST FOR LIMITED DISCOVERY [ECF No. 15] 

I. INTRODUCTION 
Plaintiff Antonia Perrone brings this suit under ERISA § 502(a)(1)(B) 
for surviving spouse benefits. Defendant Ford Motor Company-UAW 
Retirement Board of Administration (the "Board") denied Plaintiff's claim for 
benefits and her appeal. 
Before the Court is Plaintiff's Procedural Challenge to the 
Administrative Record and Request for Limited Discovery. [ECF No. 15]. 
The Court DENIES Plaintiff's Procedural Challenge. 
II. BACKGROUND 
 As a member of the Ford Motor Company-UAW Retirement Plan 

(the "Plan"), Antonio Perrone elected survivor's benefits that would provide 
Plaintiff Antonia Perrone with monthly pension payments if he predeceased 
her. This election form instructed that the benefit could be "changed or 

cancelled" if the Perrones "bec[a]me divorced and a Qualified Domestic 
Relations Order ["QDRO" did] not prohibit cancellation of the surviving 
spouse coverage." [ECF No. 15-1, PageID.95]. 
The Perrones were married when Antonio Perrone made this 

election. Antonia was still married to Antonio Perrone when he retired from 
Ford in February 2004. However, they divorced in 2006. 
The Judgment of Divorce executed by Plaintiff and Mr. Perrone – and 

entered by the Michigan State Circuit Court on March 28, 2006 ("Judgment 
of Divorce") – provides that: 
Plaintiff [Antonia] shall retain free and clear of any claims of 
Defendant [Antonio] [to] her pensions, disability payments and 
retirement payments from General Motors and/or the Canadian 
Government. Defendant [Antonio] shall retain free and clear 
of any claims Plaintiff [Antonia] [has to] his pensions, 
retirement accounts and SSIP/401(k) plan with his former 
employer Ford Motor Company free and clear of any claims 
of the Plaintiff [Antonia]. 

[ECF No. 15-1 at PageID.111-12 (emphasis added)]. In a section titled 
"Pension and Retirement Benefits," the Judgment of Divorce also provides 
that "all rights of the parties in and to any pension, annuity, retirement 
benefits, accumulated contributions in any pensions, annuity or retirement 

system and any rights or contingent rights in and to unvested pension or 
retirement benefits of the other are hereby terminated." [Id., PageID.114]. 
In June 2006, Mr. Perrone provided the Board with the Judgment of 

Divorce and a marriage license for him and his new spouse, Maria 
Spaccarotella. [ECF No. 15-1, PageID.92]. The Board sent the divorce 
judgment to Ford's QDRO team, which: (1) opined that for its purposes the 
Judgment of Divorce did not "specifically state" whether Plaintiff gave up 

the right to surviving spouse benefits; and (2) requested that a waiver form 
seeking Plaintiff's consent to cancel the benefits be sent to Mr. Perrone. 
[Id.]. In December 2006, Mr. Perrone requested that the Board send 

another copy of the form. [Id.]. The form had not yet been returned in May 
2007, and the Board advised Mr. Perrone's union benefits representative – 
who called the Board on behalf of Mr. Perrone – that the form needed to be 
signed and returned. [Id.]. 

Ford received a completed "Cancellation of Surviving Spouse 
Benefits" form with both Perrones' signatures in August 2007. [ECF No. 
15-1, PageID.101]. The Board then recalculated Mr. Perrone's pension 
benefit as a single-life annuity, reflecting the removal of Plaintiff's 
entitlement to survivor benefits. [Id., PageID.92]. 

Mr. Perrone died in December 2018. 
Plaintiff's daughter contacted the Board to inquire about Plaintiff's 
entitlement to survivor benefits. The Board representative advised her that 

Plaintiff was not entitled to benefits because of the signed Cancellation of 
Surviving Spouse Benefits form. [ECF No. 15-1, PageID.92-93]. Following 
additional communications, the Board provided Plaintiff with a copy of the 
cancellation form. 

In June 2020, Plaintiff submitted a claim "against the pension benefit." 
[ECF No. 15-1, PageID.103]. She said she did not sign the Cancellation of 
Surviving Spouse Benefits form and that the form was not notarized as the 

Plan required. [Id.]. 
The Board issued a letter denying Plaintiff's claim on July 2, 2020. It 
stated: 
Your initial claim to the Survivor's Benefits has been denied by 
the Plan Administrator based on the terms of the 
Plan. Pursuant to the Plan, . . . Article IV, Section 7, Survivor's 
Benefits, in accordance with the terms of the Ford-UAW 
Retirement Plan and judgment of divorce, the ex-spouse, 
Antonia Rosa Perrone had consented to cancellation of the 
survivorship coverage. 
[ECF No. 15-1, PageID.99 (emphasis added)]. The claim denial letter did 
not reference or rely upon the separate cancellation form. 

Plaintiff appealed the claim denial. [ECF No. 15-1, PageID.96-97]. In 
her appeal letter, Plaintiff again stated that she did not sign the cancellation 
form and argued that it "is not notarized and is invalid." [Id.]. Plaintiff did 

not address the language of the Judgment of Divorce, on which the Board 
based its initial benefits determination. [See id.]. 
The Board denied Plaintiff's appeal. Again, the Board based its 
decision on the Judgment of Divorce: 

This letter is to inform you that your appeal for survivorship 
coverage was denied pursuant to the Ford-UAW Retirement 
Plan. . . . The Committee based their decision pursuant to 
the Ford-UAW Retirement Plan, Article IV, Section 7, Survivor 
Benefits and the judgement of divorce wherein you 
consented to cancellation of the survivorship coverage; 
therefore, no benefits are due you. 

[ECF No. 15-1, PageID.91 (emphasis added)]. Again, the Board did not 
refer to or rely on the allegedly invalid cancellation form. 
Plaintiff filed suit in July 2021. She asserts one count for wrongful 
denial of benefits under ERISA § 502(a)(1)(b), 42 U.S.C. § 1132(a)(1)(B). 
The Board answered the Complaint in October 2021. Invoking the narrow 
exception to the normal rule that the Court "may not admit or consider any 
evidence not presented to the administrator," Wilkins v. Baptist Healthcare 
Sys., Inc., 150 F.3d 609, 619 (6th Cir. 1998), Plaintiff seeks discovery in 
support of what she characterizes as a procedural challenge to the claims 

process applied by the Board when it denied her benefits claim. 
III. DISCUSSION 
The Sixth Circuit instructs district courts to follow a two-step process 

in adjudicating an ERISA benefit action: 
 1. As to the merits of the action, the district court should 
conduct a de novo review based solely upon the administrative 
record, and render findings of fact and conclusions of law 
accordingly. The district court may consider the parties' 
arguments concerning the proper analysis of the evidentiary 
materials contained in the administrative record, but may not 
admit or consider any evidence not presented to the 
administrator. 

 2. The district court may consider evidence outside of the 
administrative record only if that evidence is offered in support 
of a procedural challenge to the administrator's decision, such 
as an alleged lack of due process afforded by the administrator 
or alleged bias on its part. This also means that any prehearing 
discovery at the district court level should be limited to such 
procedural challenges. 

Moore v. Lafayette Life Ins. Co., 458 F.3d 416, 430 (6th Cir. 2006) (quoting 
Wilkins, 150 F.3d at 618-19). 
"Where a plaintiff has laid a factual foundation to support a claim for 
lack of due process or bias" at the administrative level, she has the right to 
limited discovery regarding the procedural challenge. See Pearce v. 
Chrysler Grp., LLC Pension Plan, 615 Fed. Appx. 342, 350 (6th Cir. 2015); 
Moore, 458 F.3d at 430 ("The Wilkins panel foresaw occasions in which the 
procedural process of gathering all pertinent information may have broken 

down at the administrative level and directed the courts to permit discovery 
in those cases."). Examples of due process problems which could 
demonstrate a procedural defect include "lack of notice, inadequate 

explanation for a denial of benefits, and not giving an opportunity for a 
participant who had been denied a claim to receive a full and fair review of 
the denial." Caudill v. Sears Transition Pay Plan, 714 F. Supp. 2d 728, 737 
(E.D. Mich. 2010) (citing Moore, 458 F.3d at 436)). Notably, however, 

absent evidence of bias or lack of due process to support a procedural 
challenge, the Court's review is limited to the administrative record. See 
Pearce, 615 Fed. Appx. at 350. 

Plaintiff's procedural challenge claims a lack of due process premised 
on an alleged "bait-and-switch." Plaintiff says: (1) the Board initially 
informed Plaintiff (via Plaintiff's daughter) that she was not entitled to 
survivor benefits because of the cancellation form; (2) the Board "then 

informed Plaintiff that her claim was denied because she had ‘consented to 
cancellation of the survivorship coverage'"; and (3) the Board "then 
changed its explanation of the basis for denying benefits, and denied 

Plaintiff's appeal, stating that no benefits were due because of ‘the 
judgment of divorce . . . .'" [ECF No. 15, PageID.82-83]. Plaintiff says: 
"Without explanation, Ford baited Plaintiff to explaining why the purported 

cancellation form was not effective, which she did, and then switched its 
explanation for denying benefits from the cancellation form back to the 
judgment of divorce." [Id., PageID.87]. She claims this violated her due 

process rights because it prevented her an opportunity to respond to the 
Board's revised rationale. 
This argument fails. Plaintiff is wrong that the Board revised its 
rationale in twice denying her claim for benefits. As is evident from the 

Board's denial letters, the Board's decision was the same in response to 
her initial claim and her appeal. In both instances, the Board relied on the 
Judgment of Divorce. Plaintiff had notice and an opportunity to challenge 

the Board's reason for denial. However, without explanation, Plaintiff failed 
to address the Judgment of Divorce in her appeal letter. There was no 
procedural defect. 
 Plaintiff argues that the Board's decision that she was not entitled to 

benefits because of the Judgment of Divorce contradicts its earlier 
determination that the judgment did not result in the cancellation of 
survivorship coverage. 
Plaintiff is wrong. The Ford QDRO team's opinion that "for its 
purposes" the Judgment of Divorce did not "specifically state" whether 

Plaintiff gave up the right to surviving spouse benefits, was not the opinion 
expressed by the Board in denying benefits. Indeed, the Board never 
concluded that the Judgment of Divorce did not result in a cancellation of 

survivorship coverage. Instead, it concluded the exact opposite. Twice. 
Plaintiff also argues that even if the Judgment of Divorce had 
purported to surrender her benefits, that provision is legally null and void 
because the divorce judgment does not comply with the terms of the Plan. 

In making this argument, Plaintiff cites to Article IV, Section 7(c), which 
provides that "An employee may prevent the automatic election . . . by 
specific written rejection, which . . . includes the written consent of the 

employee's spouse witnessed by a Plan representative or a notary public 
executed in whatever form and manner may be prescribed by the Board for 
this purpose. . . ." [ECF No. 15, PageID.82]. 
This argument is unavailing. For starters, it is not clear that this is the 

part of Article IV, Section 7 the Board refers to in its denial letters. Even if it 
is, the language of this excerpt is permissive; it does not say this 
process must be followed to cancel a surviving spouse election. Reading 

this language in conjunction with the automatic language in the election 
form, the argument can be made that a QDRO can conclusively change or 
cancel survivor benefits, but in the absence of a QDRO, the employee's 

spouse can consent to change or cancellation if the process outlined in Art. 
IV, Section 7 is followed. 
 Importantly, however, examining whether the Board's denial 

complies with the Plan language goes to the merits, a challenge not before 
the Court. For purposes of this procedural review, what is relevant is that 
the Board used the same rationale in denying Plaintiff's claim and her 
appeal. Plaintiff fails to support her lack of due process claim. 

This does not necessarily mean the Board's reliance on the 
Judgment of Divorce to deny Plaintiff's claim for benefits was proper under 
the terms of the Plan. Plaintiff may have a sound argument on the 

merits. However, because the merits of this action are not before the 
Court, the Board did not respond. If the parties are unable to resolve this 
suit, the Court will address this issue at the merits stage. 
IV. CONCLUSION 

The Court DENIES Plaintiff's Procedural Challenge to the 
Administrative Record and Request for Limited Discovery. [ECF No. 15]. 
 IT IS ORDERED. 

 s/ Victoria A. Roberts 
 Victoria A. Roberts 
 United States District Judge 
Dated: 2/4/2022