CourtListener opinion 10407029

Evidence quotes

Clean opinion text

IN THE UNITED STATES DISTRICT COURT 
 FOR THE EASTERN DISTRICT OF PENNSYLVANIA 

JAMIYLAH BURNS : 
 : CIVIL ACTION 
v. : 
 : NO. 23-5086 
BLAKELEY COOPER, et. al. : 

 MEMORANDUM 

Judge Juan R. Sánchez April 1, 2024 

Garnishee Merck, Sharp and Dohme LLC (Merck) moves to dismiss and quash the writ of 
execution filed by Plaintiff Jamiylah Burns on the monies held in a 401(k) savings plan belonging 
to Defendant Blakely Cooper, a Merck employee. Because those funds are exempt from 
garnishment and execution under the anti-alienation provision of the Employee Retirement Income 
Security Act (ERISA), 29 U.S.C. § 1056(d), the motion shall be granted. 
BACKGROUND 
In 2019, Plaintiff Jamiylah Burns obtained a $75,000 judgment in the Montgomery County 
(Pennsylvania) Court of Common Pleas against her former husband, Defendant Blakely Cooper, 
in a defamation action. Pl.'s Mem. Law Opp'n. Mot. Dismiss 2, ECF No. 12. The verdict and 
judgment were upheld on appeal but Cooper has yet to pay anything on the judgment, claiming he 
is unable to do so. Id. at 1. With accrued interest, Cooper now owes Burns $93,000. Id. at 2. 
Cooper has been a participant in the Merck 401(k) savings plan since he began working 
for the company in 2020. Id. at 3, 5. Burns contends Cooper has "repeatedly fluctuated his 401(k) 
contributions" to both his Merck plan and his 401(k) plan with his former employer, Pfizer, Inc., 
"for the purpose of evading payment of the money owed to [her]." Id. at 1-2. "As a result of 
Cooper's gamesmanship with his 401(k)'s," Burns sought to execute upon both plans and served 
writs of execution upon Merck and Pfizer1 pursuant to Pennsylvania law through execution 
proceedings in the Montgomery County Court. Id. at 4; see also Writs Exec., ECF No. 1. On 
November 1, 2023, the state court judge ordered those proceedings to be "held in abeyance pending 

proceedings to be initiated by Plaintiff to seek execution against Merck US Savings Plan as 
garnishee." Not. Removal Ex. 2, ECF No. 1 (Order, Nov. 1, 2023 Mont. Cnty. CCP No. 2016-
11905). Burns then served Merck with a Writ of Execution and an Amended Writ of Execution 
on November 21 and December 6, 2023, in accordance with Pennsylvania law. See generally Pa. 
R. Civ. P. Nos. 3101, 3108. Merck removed the garnishment matter to this Court on December 
21, 2023. Id. Ex. 4. 
After removing the action to this Court, Merck (and Pfizer) moved to dismiss and quash 
the writs asserting the monies in Cooper's 401(k) plans are exempt from garnishment pursuant to 
ERISA's "anti-alienation provision," 29 U.S.C. § 1056(d)(1). 
LEGAL STANDARDS 

Under Federal Rule of Civil Procedure 12(b)(6), a motion to dismiss a pleading may be 
filed on the grounds that it "fail[s] to state a claim upon which relief can be granted." To survive 
such a motion, "a claim to relief that is plausible on its face," and which contains enough facts to 

1 Burns' garnishment proceedings against Pfizer, Inc. are filed in a separate action in this 
district – Jamiliah Burns v. Blakely Cooper, Erie Insurance Exchange, a/k/a Erie Insurance 
Company and Pfizer, Inc., Garnishee, Civ. A. No. 23-5090. While she acknowledges Cooper's 
"pre-judgment contributions are exempt from attachment, garnishment and alienation" under 
ERISA, Burns nevertheless submits "there remain unanswered questions of fact and questions of 
law as to whether Cooper's post-judgment 401(k) contributions and the fraudulent intent behind 
same are also wholly exempt under ERISA or Pennsylvania law." Pl.'s Mem. Law Opp'n. Mot. 
Dismiss 4-5, ECF No. 12. While all of Cooper's contributions to his Merck 401(k) plan were 
made after Burns secured judgment against him, some of Cooper's contributions to his Pfizer 
401(k) plan were made before Burns' judgment, while others were made afterward. 
"nudge [the plaintiffs'] claims across the line from conceivable to plausible" must be pled. Bell 
Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). In ruling on such motions, Courts must give the 
factual allegations the presumption of truth and draw all reasonable inferences in favor of the non-
moving party. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). Courts, however, do not have to accept 

"[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory 
statements." Id. A claim is facially plausible when the facts alleged allow a court to draw a 
reasonable inference that the defendant is liable. Pearson v. Sec'y Dep't of Corr., 775 F.3d 598, 
604 (3d Cir. 2015). 
DISCUSSION 
Under Federal Rule of Civil Procedure 69(a): 
A money judgment is enforced by a writ of execution, unless the court directs 
otherwise. The procedure on execution – and in proceedings supplementary to and 
in aid of judgment or execution – must accord with the procedure of the state where 
the court is located, but a federal statute governs to the extent it applies. 

The parties do not dispute that the contested funds are contained in an employee benefit 
plan covered by ERISA. 29 U.S.C. § 1003(a). Section 514(a), the statute's "express preemption 
provision," states: 
"[e]xcept as otherwise provided . . . the provisions of this title . . . shall supersede 
any and all State laws insofar as they may now or hereafter relate to any employee 
benefit plan described in section 4(a) [29 U.S.C. § 1003(a)] and not exempt under 
section 4(b) [29 U.S.C. § 1003(b)]" (not applicable here). 

29 U.S.C. § 1144(a). 
"State law" includes "‘all laws, decisions, rules, regulations, or other State action having 
the effect of law, of any State,' and is not limited to state laws specifically designed to affect 
employee benefit plans." Menkes v. Prudential Ins. Co. of Am., 762 F.3d 285, 294 (3d Cir. 2014) 
(quoting Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 47-48 (1987) and 29 U.S.C. § 1144(c)(1)). 
And "[r]elate to' has always been given a broad, common sense meaning, such that a state law 
‘relates to' an employee benefit plan . . . if it has a connection with or reference to such a plan." 
Id. (quoting Shaw v. Delta Air Lines, Inc., 463 U.S. 85, 96-97 (1983)). "A law refers to ERISA if 
it acts immediately and exclusively upon ERISA plans or where the existence of ERISA plans is 

essential to the law's operation." Rutledge v. Pharm. Care Mgmt. Ass'n, 592 U.S. 80, 88 (2020) 
(internal quotation marks and citation omitted). 
In analyzing whether a state law has a connection with or refers to an employee benefit 
plan, the Supreme Court has cautioned against "an uncritical literalism that would make 
preemption turn on infinite connections." Egelhoff v. Egelhoff, 532 U.S. 141, 147 (2001) (internal 
quotation marks and citation omitted). "Instead, to determine whether a state law has the forbidden 
connection," courts should "look to both the objectives of the ERISA statute as a guide to the scope 
of the state law that Congress understood would survive, as well as to the nature of the effect of 
the state law on ERISA plans." Id. (internal quotation marks and citation omitted). 
Turning first to the objectives of ERISA, it "was enacted to promote the interests of 

employees and their beneficiaries in employee benefit plans, and to protect contractually defined 
benefits." Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 113 (1989) (internal quotation 
marks and citations omitted). Its purpose "is to provide a uniform regulatory regime over 
employee benefit plans," and ERISA therefore "includes expansive preemption provisions which 
are intended to ensure that employee benefit plan regulation would be exclusively a federal 
concern." Aetna Health Inc. v. Davila, 542 U.S. 200, 208 (2004) (internal citation and quotation 
marks omitted). Under Section 206(d)(1), "[e]ach pension plan shall provide that benefits 
provided under the plan may not be assigned or alienated." 29 U.S.C. § 1056(d)(1). With very 
few exceptions, the alienation or assignment of benefits under a pension plan are thus clearly 
proscribed. 
Qualified domestic relations orders constitute one exception,2 while a few other exceptions 
exist for "any offset of a participant's benefits provided under [a plan] against an amount that the 

participant is ordered or required to pay to the plan if the order or requirement to pay arises out of 
a conviction for a crime involving the plan," or pursuant to a civil judgment or settlement 
agreement in connection with an action for violation of the funding requirements and fiduciary 
obligations with respect to the plan. 29 U.S.C. §§ 1056(d)(4) (A) – (C). In that latter event, the 
settlement agreement, judgment, order, or decree must expressly provide for the offset of all or 
part of the amount required to be paid against the participant's plan benefits. 29 U.S.C. § 
1056(d)(4)(B). And the Supreme Court has made clear that approval of any generalized equitable 
exceptions to the anti-alienation provision are not appropriate. See Guidry Sheet Metal Workers 
Nat'l Pension Fund, 493 U.S. 365, 376 (1990) (holding "Section 206 reflects a considered 
congressional policy choice, a decision to safeguard a stream of income for pensioners . . . even if 

that decision prevents others from securing relief for the wrongs done them[;] if exceptions to this 
policy are to be made, it is for Congress to undertake that task."). 
 Burns argues Cooper's 401(k) contributions were part of a "scheme" which "amounts to 
fraudulent conveyances subject to relief under Pennsylvania's Uniform Voidable Transactions 

2 Specifically, 29 U.S.C. § 1056(d)(3)(A) states: 

Paragraph (1) shall apply to the creation, assignment, or recognition of a right to 
any benefit payable with respect to a participant pursuant to a domestic relations 
order, except that paragraph (1) shall not apply if the order is determined to be a 
qualified domestic relations order. Each pension plan shall provide for the payment 
of benefits in accordance with the applicable requirements of any qualified 
domestic relations order. 
Act, 12 PA. CONS. STAT. ANN. § 5101, et. seq.,(PUVTA)3 and/or 42 PA. CONS. STAT. ANN. § 8124 
(outlining exemptions from attachment or execution on a judgment). Pl.'s Mem. Law Opp'n. Mot. 
Dismiss 1-2. Burns asserts those state statutory provisions are not subject to ERISA preemption 
because neither one governs "a central matter of plan administration or interfere(s) with nationally 

uniform plan administration," so as to "completely" preclude her "from seeking appropriate relief 
in this matter." Id. at 6-8. Rather, Burns urges the Court to hold a hearing to determine if Cooper 
"made the transfer or incurred the obligation with actual intent to hinder, delay or defraud any 
creditor," i.e., Burns. Id. at 7 (internal quotation marks omitted). 
Even assuming the PUVTA does not refer or relate to ERISA and does not govern a central 
matter of plan administration or interfere with nationally uniform plan administration, Burns' 
arguments nevertheless have no merit. Under the PUVTA, 
A transfer made or obligation incurred by a debtor is voidable as to a creditor, 
whether the creditor's claim arose before or after the transfer was made or the 
obligation was incurred if the debtor made the transfer or incurred the obligation: 

 (1) with actual intent to hinder, delay or defraud any creditor of the debtor; 
 or 

 (2) without receiving a reasonably equivalent value in exchange for the 
 transfer or obligation, and the debtor: 

 (i) was engaged or was about to engage in a business or transaction for 
 which the remaining assets of the debtor were unreasonably small in 
 relation to the business or transaction; or 

 (ii) intended to incur, or believed or reasonably should have believed 
 that the debtor would incur, debts beyond the debtor's ability to pay as 
 they became due. 

3 This Act was formerly known and cited as the "Pennsylvania Uniform Fraudulent Transfer 
Act." 12 PA. CONST. STAT. ANN. § 5101(a). 
12 PA. CONS. STAT. ANN. § 5104(a). The Act defines a "transfer" as: "[e]very mode, direct or 
indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset 
or an interest in an asset." 12 PA. CONS. STAT. ANN. § 5301. In adjusting his monetary 
contributions to his 401(k) accounts, Cooper did not dispose of or part with an asset or an interest 

in an asset – he did nothing more than move his money from one place to another. In short, Cooper 
did not transfer anything to anyone. In the absence of a transfer, Burns cannot avail herself of the 
PUVTA's remedies, and it provides no grounds to disregard ERISA's anti-alienation provision. 
Nor does Burns qualify for relief under the Pennsylvania state provision governing 
exemptions of property of a judgment debtor from garnishment and attachment. In relevant part, 
42 PA. CONS. STAT. ANN. § 8124 provides: 
 (b) Retirement funds and accounts. 

 (1) Except as provided in paragraph (2), the following money or property 
 of the judgment debtor shall be exempt from attachment or execution on 
 a judgment: 

 . . . 

 (ix) Any retirement or annuity fund provided for under section 401(a), 
 403(a) and (b), 408, 408A, 409, or 530 of the Internal Revenue Code 
 of 1986 . . . the appreciation thereon, the income therefrom, the benefits 
 or annuity payable thereunder, and transfers and rollovers between 
 such funds. This paragraph shall not apply to: 

 (A) Amounts contributed by the debtor to the retirement or 
 annuity fund within one year before the debtor filed for 
 bankruptcy; 

 (B) Amounts contributed by the debtor to the retirement or 
 annuity fund in excess of $15,000 within a one-year period. This 
 shall not include amounts directly rolled over from other funds 
 which are exempt from attachment under this subparagraph. 

 (C) Amounts deemed to be fraudulent conveyances. 
The Merck U.S. Savings Plan Summary Plan Description explains that "[t]he Internal Revenue 
Service has issued a favorable determination letter on the tax-qualified status of the Savings Plan 
under Section 401(a) of the IRC and the Plan's status as a cash or deferred arrangement under 
Section 401(k) of the Code." Def.'s Mot. Dismiss Ex. 1 at 41, ECF No. 9-3. Thus, in addition to 

the protection against garnishment and execution provided under ERISA, Cooper's Merck 401(k) 
account is similarly exempt under § 8124 of Pennsylvania's Title 42. 
Still further, even if Pennsylvania law did not provide for an exemption, § 8124(b) 
obviously "relates" and/or "refers" to an employee benefit plan. As such, this provision is indeed 
preempted under § 514 of ERISA, 29 U.S.C. § 1144(a). Cooper's Merck 401(k) is thus exempt 
from execution in satisfaction of Burns' judgment by operation of § 206(d) of ERISA Merck's 
motion to dismiss and quash the writs of execution will therefore be granted. 
An appropriate Order follows. 

 BY THE COURT: 

 /s/ Juan R. Sánchez 
 ______________________ 
 Juan R. Sánchez, J.