14‐1428
Pirro v. National Grid
UNITED STATES COURT OF APPEALS
FOR THE SECOND CIRCUIT
SUMMARY ORDER
RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER
JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S
LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER
THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A
SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.
At a stated term of the United States Court of Appeals for the Second
Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley
Square, in the City of New York, on the 28th day of October, two thousand
fourteen.
PRESENT: AMALYA L. KEARSE,
CHESTER J. STRAUB,
RICHARD C. WESLEY,
Circuit Judges.
____________________________________________
STEVEN PIRRO, et anos., individually and on behalf of all others similarly
situated, “John Doe” (1–100), and “Jane Doe” (1–100) and all others similarly
situated, and as Class Representatives,
Plaintiffs‐Appellants,
‐v.‐ No. 14‐1428
NATIONAL GRID, NIAGARA MOHAWK PENSION PLAN, NIAGARA
MOHAWK, NATIONAL GRID USA SERVICE COMPANY, INC., and its
predecessors, in their capacity as plan sponsor, plan administrator, and plan
named fiduciary for the Niagara Mohawk Pension Plan, NATIONAL GRID
BENEFITS COMMITTEE, in its fiduciary capacity for the Niagara Mohawk
Pension Plan,
Defendants‐Appellees.*
____________________________________________
FOR APPELLANTS: DAVID G. GABOR, The Wagner Law Group, PC,
Boston, MA
FOR APPELLEES: MARK CASCIARI, Seyfarth Shaw LLP, Chicago, IL
(Gina R. Merrill, Seyfarth Shaw LLP, New York, NY, on
the brief)
____________________________________________
Appeal from the United States District Court for the Northern District of
New York (Suddaby, J.).
UPON DUE CONSIDERATION, IT IS HEREBY ORDERED,
ADJUDGED AND DECREED that the judgment of the district court be and
hereby is AFFIRMED.
Plaintiffs‐Appellants appeal from a decision and order dismissing their
complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure for
failure to state a claim. See Pirro v. Nat’l Grid, No. 5:12–CV–1364 (GTS/TWD),
2014 WL 1303414 (N.D.N.Y. Mar. 31, 2014).1 We assume the parties’ familiarity
with the underlying facts, procedural history, and issues on appeal.
The Clerk of the Court is directed to amend the caption of this case as set forth above.
*
1 The standard of review is not in dispute. We review de novo a district court’s grant of
a Rule 12(b)(6) motion to dismiss, accepting the complaint’s factual allegations as true
2
In 1998, Defendant Niagara Mohawk converted its employee pension plan
from a final pay plan to a cash balance plan. Fourteen years later, in September
2012, Plaintiffs initiated this action by filing a complaint alleging that they were
not provided adequate notice of the conversion and that the documents they
received regarding the conversion misrepresented the new plan and caused them
to remain employed by Niagara Mohawk rather than seek alternate employment.
First, Plaintiffs allege that Defendants breached their fiduciary duties
under ERISA because the materials they provided to plan participants regarding
the conversion included mischaracterizations implying that the cash balance plan
was guaranteed to perform as well as or better than the plan it replaced.
Plaintiffs’ breach‐of‐fiduciary‐duty claims are governed by the six‐year
limitations period set forth in ERISA § 413, which provides that an action “with
respect to a fiduciary’s breach of any responsibility, duty, or obligation under
this part, or with respect to a violation of this part” must be brought within six
years of the breach. 29 U.S.C. § 1113. Because they did not file their complaint
until more than fourteen years after the alleged breaches, Plaintiffs attempt to
and drawing all reasonable inferences in the plaintiff’s favor. Krys v. Pigott, 749 F.3d
117, 128 (2d Cir. 2014). “To survive a motion to dismiss, a complaint must contain
sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its
face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal quotation marks omitted).
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invoke § 413’s exception for cases of “fraud or concealment” to argue that their
claims are timely despite the delay. Because documents distributed to plan
participants regarding the conversion acknowledged that the rate at which
benefits were earned under the cash balance plan could be smaller than under
the prior plan, Plaintiffs fail to plausibly allege2 that Defendants defrauded them
or concealed the alleged breaches and therefore cannot rely on this exception to
extend the limitations period. Accordingly, Plaintiffs’ breach‐of‐fiduciary‐duty
claims are barred by § 413(1)’s six‐year limitations period.
Plaintiffs also assert that Defendants failed to properly notify them in
advance of the plan conversion as required by ERISA § 204(h), 29 U.S.C. §
1054(h). Whether the statute of limitations applicable to Plaintiffs’ § 204(h) notice
claims is the six‐year limitations period set forth in ERISA § 413 or the six‐year
limitations period for breach of contract claims, “the most nearly analogous state
limitations statute,” Plaintiffs’ claims are time‐barred. See Miles v. N.Y. State
Teamsters Conference Pension & Ret. Fund Emp. Pension Benefit Plan, 698 F.2d 593,
598 (2d Cir. 1983). At the latest, the statute of limitations on Plaintiffs’ claims
began to run when the Summary Plan Description (“SPD”) was distributed to
2 Plaintiffs have forfeited any argument on appeal that they should be entitled to file an
amended complaint to cure this pleading deficiency.
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plan participants in 2000. To the extent that Plaintiffs had not, at that point,
received sufficient notice of the conversion to a cash balance plan and its effects,
the SPD “unequivocally repudiated” that understanding. Carey v. Int’l Bhd. Of
Elec. Workers Local 363 Pension Plan, 201 F.3d 44, 49 (2d Cir. 1999). Therefore,
Plaintiffs’ § 204(h) claims were properly dismissed as time‐barred.
Finally, Plaintiffs allege common‐law breach of contract and fraud. Like
their ERISA claims, Plaintiffs’ breach of contract and fraud claims allege that
Defendants failed to adequately notify them of the plan conversion,
mischaracterized the new plan, and did so intentionally in order to prevent them
from seeking alternate employment. Plaintiffs’ common‐law claims are
preempted by ERISA § 514, which provides that “the provisions of this
subchapter . . . shall supersede any and all State laws insofar as they may now or
hereafter relate to any employee benefit plan . . . .” 29 U.S.C. § 1144(a). Because
Plaintiffs’ breach of contract and fraud claims relate to Defendants’
administration of an employee benefit plan, they are preempted by § 514.
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We have considered all of Plaintiffs’ arguments and find them to be
without merit. Accordingly, for the reasons set forth above, the judgment of the
district court is AFFIRMED.
FOR THE COURT:
Catherine O’Hagan Wolfe, Clerk
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