United States District Court, E.D. Pennsylvania
JEFFREY A. ROBERTSON Plaintiff
PFIZER RETIREMENT COMMITTEE, et al Defendants
I. QUIÑONES ALEJANDRO, J.
A. Robertson (“Plaintiff”) filed a civil action
premised on a claim for breach of fiduciary duty against
Defendant PRC Retirement Committee (“Defendant
PRC”) and Defendant Fidelity Workplace Services d/b/a
Fidelity Employer Workplace Services Company, LLC,
(collectively, “Defendants”) pursuant to Section
502(a)(3) of the Employee Retirement Income Security Act
(“ERISA”), 29 U.S.C. § 1132(a)(3). [ECF 1].
Before this Court is Defendants' motion to dismiss for
improper venue filed pursuant to Federal Rule of Civil
Procedure (“Rule”) 12(b)(3) or, alternatively, a
motion to transfer venue to the United States District Court
for the Southern District of New York. [ECF 11].
Specifically, the basis for the motion centers on a
forum-selection clause in the Pfizer Consolidated Pension
Plan, which is governed by ERISA. [ECF 11-1 at 1]. Plaintiff
opposes the motion. [ECF 15]. The issues raised by the
parties have been fully briefed and are ripe for
disposition. For the reasons set forth, Defendants'
motion is granted, in part, and, accordingly, the
matter is transferred to the United States District Court for
the Southern District of New York.
procedural and factual histories are known to the parties.
Thus, only the pertinent facts to the motion to dismiss
and/or transfer will be discussed; to wit:
Plaintiff was employed by Pfizer, Inc., in a variety of sales
positions commencing in 1983. [ECF 1 at ¶ 5]. As an
employee of Pfizer, Plaintiff participated in and was a
beneficiary of the Pfizer Consolidated Pension Plan
(“Plan”). [Id. at ¶ 3]. Defendant PRC
was the Plan administrator. Defendant Fidelity acted as a
contracted agent of Defendant PRC, providing retirement
information services to the Plan's beneficiaries.
[Id. at ¶¶ 13, 15].
Prior to retiring, Plaintiff utilized the services of
Defendant Fidelity to understand the Plan's benefits and
create a retirement plan to fit his needs. [Id. at
¶¶ 28, 33]. After consulting with Defendants about
his potential retirement plan, Plaintiff decided to retire on
October 31, 2016. [Id. at ¶¶ 37-40]. In
January of 2017, nine weeks after retiring, Plaintiff first
learned that there were IRS limits on his retirement plan.
[Id. at ¶¶ 42, 44]. The IRS limits
required that $715, 507.00 of the Plan's payments be
shifted from a qualified plan to a non-qualified plan, thus,
subjecting the payments to federal and state taxes upon
distribution. [Id. at ¶¶ 5-7, 42-44]. In
his complaint, Plaintiff alleges that prior to retiring,
Defendants did not inform him that his pension would be
subject to IRS limits, thus thereby, breaching their
fiduciary duty. [Id.].
On January 11, 2017, Plaintiff wrote a letter to Amy Manning,
Pfizer's Director of Retirement Plans, detailing his
complaints and seeking review. [ECF 1 at Ex. C]. By letter
dated April 4, 2017, Ms. Manning advised Plaintiff that his
“inquiries are being treated as a claim under the
Plan” and “[a]fter a thorough review of the facts
presented in your correspondence and the Plan provisions your
claim for additional benefits or relief from the Plan has
been denied.” [ECF 15 at Exhibit 2]. Plaintiff was also
advised that he could appeal this decision to Defendant PRC
in writing within sixty days. [Id.]. By letter dated
May 20, 2017, Plaintiff appealed the decision to Defendant
PRC. [ECF 1 at ¶¶ 17-20; ECF 18 at 2-3]. Defendant
PRC responded to Plaintiff on August 11, 2017, denying
Plaintiff's appeal, and advised Plaintiff of his right to
bring a civil action under § 502 of ERISA in the United
States District Court for the Southern District of New York.
[ECF 18-2]. Thereafter, Plaintiff filed a civil action in the
United States District Court for the Eastern District of
January of 2016, while Plaintiff was still employed by
Pfizer, a forum-selection clause was added to the Plan. [ECF
18-1 at ¶ 14]. The Plan was reissued to Plaintiff to
reflect this amendment in March of 2017. [Id. at
¶ 15]. The forum-selection clause provision provides:
Any claimant whose claim for benefits has been denied shall
have such further rights of review as are provided in
sections 502 and 503 of ERISA, and the Retirement Committee
shall retain right, authority and discretion as provided in
or not expressly limited by sections 502 and 503 of ERISA.
Legal action cannot be taken with respect to any denial of a
claim hereunder more than one year after the Retirement
Committee has made a final determination that such claim
shall be denied. The venue for such legal action
shall be the Southern District of New York for claims
submitted on or after February 1, 2016.
(Plan at A-6) (emphasis added).
noted, Defendants move to dismiss this case for improper
venue pursuant to Rule 12(b)(3) or, in the alternative, to
transfer venue to the Southern District of New York in
accordance with the forum-selection clause in the Plan. Under
Rule 12(b)(3), a court must grant a motion to dismiss if
venue is improper. Fed.R.Civ.P. 12(b)(3). “[V]enue is
proper so long as the requirements of [the federal venue
statute] are met, irrespective of any forum-selection clause
. . . .” See Atl. Marine Const. Co. v. U.S. Dist.
Court for W. Dist. of Texas, 571 U.S. 49, 57 (2013). As
such, the appearance of a forum-selection clause in a
contract agreed to by the parties, however, does not render
venue “wrong” or “improper, ” if a
party files an action in a venue different than the one
provided for in the clause. Id. at 55, 57.
applicable venue provision under ERISA specifically provides
Where an action under this subchapter is brought in a
district court of the United States, it may be brought in the
district where the plan is administered, where the breach
took place, or where a defendant resides or may be found, and
process may be served in any other district where a defendant
resides or may be found.
29 U.S.C. § 1132(e)(2).
where venue is proper, a district court may still transfer a
case to another federal district pursuant to 28 U.S.C. §
1404(a) on the basis of forum non conveniens.
Section 1404(a) provides that “[f]or the convenience of
parties and witnesses, in the interest of justice, a district
court may transfer any civil action to any other district or
division where it might have been brought or to any district
or division to which all parties have consented.” 28
U.S.C. § 1404(a). Where the parties have agreed to a
forum-selection clause, a motion to transfer should be
considered pursuant to 28 U.S.C. § 1404(a). Atl.
Marine, 571 U.S. at 52.
clauses are “treated as a manifestation of the
parties' preferences as to a convenient forum.”
Jumara v. State Farm Ins. Co., 55 F.3d 873, 880 (3d
Cir. 1995). “When parties agree to a forum-selection
clause, they waive the right to challenge the preselected
forum as inconvenient or less convenient for themselves or
their witnesses, or for their pursuit of the
litigation.” Atl. Marine, 571 U.S. at 64. Such
clauses are considered to be “prima facie valid and
should be enforced unless enforcement is shown by the
resisting party to be ‘unreasonable' under the
circumstances.” Bremen v. Zapata Off-Shore
Co., 407 U.S. 1, 10 (1972). In the absence of a
forum-selection clause, a court should weigh certain public
and private interests to determine whether transfer is
warranted. Jumara, 55 F.3d at 879. However, when a
forum-selection clause exists, the court “must deem the
private-interest factors to weigh entirely in favor of the
preselected forum” and consider the public-interest
factors only. Atl. Marine, 571 U.S. at 64.
their motion to dismiss, Defendants contend that because this
action was brought in the United States District Court for
the Eastern District of Pennsylvania, rather than in the
United States District Court for the Southern District of New
York in accordance with the forum-selection clause, venue in
the Eastern District of Pennsylvania is improper and the
complaint should be dismissed pursuant to Rule 12(b)(3). In
his response, Plaintiff argues that venue is proper in the
Eastern District of Pennsylvania, in accordance with the
statutory venue requirements of ERISA. Plaintiff further
argues that the motion to dismiss, which is premised on the
enforcement of the forum-selection clause, should ...