The opinion of the court was delivered by: Pollak, J.
Plaintiffs Allan and Rochelle Cohen have brought suit, pursuant to the Employee Retirement and Income Security Act (ERISA), against defendants Prudential Insurance Co. (Prudential), Electronic Data Systems, Inc. (EDS), and two retirement plans -- the Meritor Pension Plan and the EDS Retirement Plan -- challenging certain alterations to Allan Cohen's retirement benefits. In an opinion dated August 12, 2009 (docket no. 23), I dismissed Count II of the complaint with respect to Prudential, and the entire complaint with respect to the EDS defendants. Plaintiffs then filed a motion for reconsideration and/or leave to amend (docket no. 29) to which both Prudential (docket no. 33) and EDS (docket no. 40) responded. Plaintiffs, rather than attaching a proposed amended complaint with the original motion, filed a proposed amended complaint as their reply brief (docket no. 39). Plaintiffs then filed a reply brief in what was labeled a "sur-reply" (docket no. 44). Due to plaintiffs' failure to attach a copy of the amended complaint to their original filing, Prudential did not have the opportunity to respond to the amended complaint. This court ordered Prudential to respond to the propriety of allowing leave to amend the complaint (docket no. 46), which it did so (docket no. 47) and plaintiffs replied (docket no. 50).
The following factual recital derives from the complaint and proposed amended complaint and notes the differences between the two. Plaintiff Allan Cohen worked for the Philadelphia Savings Fund Society, later renamed Meritor Bank, from 1961 through 1989. Am. Compl. ¶ 9-13. In the spring of 1989, Cohen became an employee of defendant EDS, when that company bought the Meritor division for which Cohen worked. Id. at ¶ 13.
While with Meritor, Cohen became a participant in the Meritor Plan, naming his wife, plaintiff Rochelle Cohen, as beneficiary. Id. at ¶ 11. The Amended Complaint deletes reference to the two group annuity plans, GA-5521 and GA-6335. Id. at ¶ 11. Prudential was alleged the plan administrator for the two group annuity plans in the complaint but the amended complaint alleges it to be a fiduciary to the plan. Compl. at ¶ 12; Am. Compl. at ¶ 12. When Cohen became an EDS employee, he became a participant in the EDS Retirement Plan, which was administered by EDS itself. Am. Compl. at ¶ 14-15.
The amended complaint adds an allegation that Tom Taylor, a corporate representative of EDS, told Cohen all his benefits would transfer over to EDS. Am. Compl. ¶ 14-14.1. The amended complaint further alleges that Cohen never knew that Prudential Annuities were issued to fund his Meritor Pension Plan, or that the Meritor Pension Plan was separate from the EDS Retirement Plan, but instead relied on a representation by Taylor that his benefits were transitioned to EDS. Id. at ¶ 15.1-15.3. Cohen contacted Prudential to ask for a benefit quote assuming early retirement and was not informed that the Meritor Pension Plan was separate from the EDS Retirement Plan. Id. at ¶ 15.4-15.7.
In a letter dated August 11, 1999, EDS offered Cohen early retirement. Id. at ¶ 16. The early retirement plan "included an enhancement equal to six times the credits added to his personal pension account between July 1, 1998 and June 30, 1999." Id. at ¶ 17. The offer did not mention that the Meritor Pension Plan was a separate plan from the EDS Retirement Plan. Id. at ¶ 17.1-2. The amended complaint states that EDS clarified that the credits amounted to "six years of credit to [Cohen's] age so that he would be awarded a pension amount equivalent to age 63." Id. at ¶ 18.
After receiving the offer, Cohen requested further information from EDS about the early retirement plan and "what his monthly benefits would be" if he signed up. Id. at ¶ 19. At some point after this inquiry, Prudential wrote him a letter stating what his benefits under GA-5521 and GA-6335 would be. Compl. at ¶ 20, Exh. B. The amended complaint further alleges that Cohen believed that the early retirement offer applied to all of his pensions/annuities, he was not told otherwise, and that he believed the letter from Prudential was triggered by his acceptance of the early retirement offer. Am. Compl. at ¶ 19.1-19.5. He did not think Prudential's calculation was final because he had until September 30, 1999 to finish all the paperwork required for the enhancement and the letter stated it was subject to "final calculations." Id. at ¶ 19.7-19.8. Cohen alleges that Prudential knew or should have known about the early retirement offer and neglected to inform Cohen that the enhancement would not be applied to the Prudential annuity and/or pension. Id. at ¶ 20.1-20.3.
At a date specified only as before the deadline of September 30, 1999 for Cohen to elect early retirement, Cohen opted for early retirement from EDS, and, for some time, he received retirement payments as promised from all defendants. Am. Compl. at ¶ 19.8. On May 7, 2007, however, Cohen received a letter from Prudential (dated March 16, 2005) stating that "an error occurred in the calculation of your monthly benefit amount" as to GA-5521. Compl. at Exh. C. Prudential informed him that (1) his monthly payment of $1565.00 should have been only $1331.00; (2) his monthly payment would be reduced to the lower amount moving forward; and (3) he was responsible for paying back "an overpayment of $21,762.00" for the many months he had received the higher amount. Id.
Prudential provided a return envelope for Cohen's prompt repayment of the alleged overage. Id.
Although it is not described in the amended complaint, Cohen apparently wrote to Prudential about the planned benefit reduction. Id. at Exh. D. (June 1, 2007 letter from Prudential that opens "Thank you for your recent letter to our office...."). In a June 1, 2007 response, Prudential informed Cohen that the EDS early retirement credit of six years, outlined supra, did not apply to GA-5521:
We have reviewed the information you provided with your May 8, 2007 letter. The copy of the letter you provided from EDS dated August 11, 1999 is in regard to the EDS Retirement Plan (Personal Pension Account) only. It is not for benefits under the Meritor Pension Plan under Prudential Group Annuity Contract GA-5521. EDS-employed participants continued to earn age and service credit toward qualifying for early retirement under the Meritor Pension Plan, while employed at EDS.
There is no reference in Prudential's October 29, 1999 letter that Prudential complied and agreed to the EDS Retirement Plan (Personal Pension Account) 6-year addition and increase in benefits.
Id. at Exh. D (italics in original). At the end of June 2007, Prudential reduced Cohen's benefits pursuant to the June 1, 2007 ...