CourtListener opinion 10407410

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

JAMIYLAH BURNS : CIVIL ACTION 
 : 
 v. : No. 23-5090 
 : 
BLAKELY COOPER, et. al. : 

 MEMORANDUM 
Judge Juan R. Sánchez June 13, 2024 

 Plaintiff Jamiylah Burns brings this garnishment action to collect monies held in a 401(k) 
savings plan belonging to Defendant Blakely Cooper, a Pfizer employee. Garnishee Pfizer Inc. 
("Pfizer") moves to dismiss Burns' garnishment action for failure to state a claim upon which relief 
can be granted under Federal Rule of Civil Procedure 12(b)(6). Because the 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 will be granted. 
BACKGROUND 
 In 2019, Burns obtained a $75,000 judgment in the Montgomery County (Pennsylvania) 
Court of Common Pleas against Cooper, her former husband, in a defamation action. Pl.'s Mem. 
Law Opp'n 2, ECF No. 10. 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 had been a participant in the Pfizer 401(k) savings plan prior to the 2019 judgment, 
and some of his Pfizer contributions post-date the judgment. Id. at 3. Burns contends Cooper has 
"repeatedly fluctuated his 401(k) contributions" to both his Pfizer plan and his 401(k) plan with 
his current employer, Merck, "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 Pfizer and Merck1 pursuant to Pennsylvania 
law through execution proceedings in the Montgomery County Court. Id. at 3-4; see also Notice 
Removal Ex. A, ECF No. 1-1. Following a hearing on the matter in state court, the state court 
judge "instructed Plaintiff to join Pfizer and Merck to the present action." Pl.'s Mem. Law Opp'n 

3-4. Burns then served Pfizer with a Writ of Execution on November 21, 2023, in accordance with 
Pennsylvania law. See Def.'s Mem. Law Mot. Dismiss 1-2, ECF No. 9; see generally Pa. R. Civ. 
P. 3101, 3108. Pfizer removed the garnishment matter to this Court on December 21, 2023. See 
ECF No. 1. 
 After removing the action to this Court, Pfizer (and Merck) 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 
"nudge [the plaintiff's] 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 

1 Burns' garnishment proceedings against Merck are filed in a separate action in this district: 
Jamiylah Burns v. Blakely Cooper, et al., Civ. No. 23-5086. Burns acknowledges Cooper's "pre-
judgment 401(k) contributions to Pfizer (or otherwise) are exempt from attachment, garnishment, 
and alienation" under ERISA, but 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 4-5. While all of Cooper's contributions to his Merck 401(k) plan were made 
after Burns secured a judgment against him, Cooper made contributions to his Pfizer 401(k) plan 
both before and after the judgment. Id. at 2-3. 
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 provided . . . , the provisions of this subchapter and subchapter III shall 
 supersede any and all State laws insofar as they may now or hereafter relate to any 
 employee benefit plan described in section 1003(a) of this title and not exempt 
 under section 1003(b) of this title (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, the statute "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 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) ("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 
Act (PUVTA), 12 Pa. Cons. Stat. Ann. § 5101 et. seq.,3 and/or 42 Pa. Cons. Stat. Ann. § 8124 

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. 

3 This Act was formerly known and cited as the "Pennsylvania Uniform Fraudulent Transfer 
Act." 12 Pa. Cons. Stat. Ann. § 5101(a). 
(outlining exemptions from attachment or execution on a judgment). Pl.'s Mem. Law Opp'n 1. 
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 5-9. 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. 

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." Id. § 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 Pfizer Savings Plan "Notes to Financial Statements" explain that "[t]he Internal Revenue 
Service (IRS) has determined and informed the Plan Sponsor by letter dated April 18, 2018 that 
the Plan and related trust are designed in accordance with the applicable sections of the Code." 
Def.'s Mem. Law Mot. Dismiss Ex. D at 9, ECF No. 9-4. And the Pfizer Savings Plan "Summary 
Plan Description" states that "[t]he Savings Plan is intended to be a qualified plan under Section 
401(a) . . . [and] [b]ecause the Plan is intended to be a tax-qualified plan under Section 401(a) of 
the Code, Pfizer receives a tax deduction for contributions made to the Plan on behalf of 
participants." Id. Ex. E at 81, ECF No. 9-5. Thus, in addition to the protection against garnishment 
and execution provided under ERISA, Cooper's Pfizer 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 Pfizer 401(k) is thus exempt 
from execution to satisfy Burns' judgment by operation of § 206(d) of ERISA. Pfizer's motion to 
dismiss will therefore be granted. 
 Pfizer also requests permission to file a motion for attorneys' fees. Def.'s Mem. Law Mot. 
Dismiss 6-7. Under ERISA, "the court in its discretion may allow a reasonable attorney's fee and 
costs of action to either party." 29 U.S.C. § 1132(g)(1). A party seeking attorneys' fees must first 
show they have achieved "some degree of success on the merits." Nat'l Sec. Sys., Inc. v. Iola, 700 

F.3d 65, 103 (3d Cir. 2012) (citations omitted). After this threshold showing has been made, a 
district court must then consider the following factors in determining whether to award fees and 
costs: 
 (1) the offending parties' culpability or bad faith; (2) the ability of the offending 
 parties to satisfy an award of attorneys' fees; (3) the deter[r]ent effect of an award 
 of attorneys' fees against the offending parties; (4) the benefit conferred on 
 members of the pension plan as a whole; and (5) the relative merits of the parties' 
 position. 

Id. at 103-04 (citation omitted). Because Pfizer may be entitled to such relief, the Court grants 
Pfizer leave to submit a motion for attorneys' fees. 
 An appropriate Order follows. 
BY THE COURT: 

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