Noorali Savani v. URS Professional Solutions, LLC

UNPUBLISHED

UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT

No. 13-2512

NOORALI SAM SAVANI, individually and on behalf of others
similarly situated; ROBERT P. TAYLOR, JR., individually and
on behalf of others similarly situated,

Plaintiffs - Appellees,

v.

URS PROFESSIONAL SOLUTIONS, LLC, f/k/a Westinghouse Safety
Management Solutions, LLC, f/k/a Washington Safety
Management Solutions, LLC; URS PROFESSIONAL SOLUTIONS
PENSION PLAN, f/k/a Washington Safety Management Solutions,
LLC Pension Plan, f/k/a WSMS Pension Plan; URS ENERGY &
CONSTRUCTION, INC., f/k/a Washington Group International,
Inc.; ROGER ALLEN, as Trustee and Member of the Benefits now
Administrative Committee of URS Professional Solutions
Pension Plan; JULIE TSCHIDA BROWN, as Trustee and Member of
the Benefits now Administrative Committee of URS
Professional Solutions Pension Plan; DAVE HOLLAN, as Trustee
and Member of the Benefits now Administrative Committee of
URS Professional Solutions Pension Plan; DELOYD CAZIER, as
Trustee and Member of the Benefits now Administrative
Committee of URS Professional Solutions Pension Plan,

Defendants – Appellants,

and

WASHINGTON SAVANNAH RIVER COMPANY, LLC, f/k/a Westinghouse
Savannah River Company, LLC; WESTINGHOUSE SAFETY MANAGEMENT
SOLUTIONS, LLC PENSION PLAN; PAUL HARPER, as Trustee and
Member of the Benefits now Administrative Committee of URS
Professional Solutions Pension Plan; LEO SAIN, as Trustee of
Westinghouse Safety Management Solutions, LLC Pension Plan;
PRES RAHE, as Trustee of Westinghouse Safety Management
Solutions, LLC Pension Plan; WASHINGTON SAVANNAH RIVER
COMPANY'S PENSION PLAN; RALPH DISIBIO, as director of
Washington Safety Management Solution, LLC;
PAUL GREFENSTETTE, as Director of Washington Safety
Management Solutions, LLC; ROBERT PEDDE, as Director of
Washington Safety Management Solutions, LLC;
AMBROSE SCHWALLIE, as Director of Washington Safety
Management Solutions, LLC; WSMS PENSION PLAN, f/k/a
Westinghouse Savannah River Company-Bechtel Savannah River
Inc Pension Plan, f/k/a Westinghouse Safety Management
Solutions, LLC Pension Plan, f/k/a Washington Safety
Management Solutions, LLC Pension Plan; WASHINGTON SAFETY
MANAGEMENT SOLUTIONS, LLC; WASHINGTON SAFETY MANAGEMENT
SOLUTIONS, LLC PENSION PLAN; WASHINGTON GROUP INTERNATIONAL,
INC.,

Defendants.

Appeal from the United States District Court for the District of
South Carolina, at Aiken. J. Michelle Childs, District Judge.
(1:06-cv-02805-JMC)

Argued: September 16, 2014 Decided: November 17, 2014

Before WILKINSON, GREGORY, and KEENAN, Circuit Judges.

Affirmed by unpublished opinion. Judge Gregory wrote the
opinion, in which Judge Wilkinson and Judge Keenan joined.

ARGUED: H. Douglas Hinson, ALSTON & BIRD, LLP, Washington,
D.C., for Appellants. Stanley G. Jackson, JACKSON LAW
OFFICES, Aiken, South Carolina, for Appellees. ON BRIEF:
Emily S. Costin, ALSTON & BIRD, LLP, Washington, D.C.;
Gray T. Culbreath, GALLIVAN, WHITE & BOYD, P.A., Columbia, South
Carolina, for Appellants.

Unpublished opinions are not binding precedent in this circuit.

2
GREGORY, Circuit Judge:

Noorali “Sam” Savani filed this class action under the

Employee Retirement Income Security Act (“ERISA”),

§ 502(a)(1)(B), 29 U.S.C. § 1132 (a)(1)(B)(2006), claiming that

Washington Safety Management Solutions, LLC’s (“WSMS”) 1

termination of an early retirement pension supplement violated

ERISA’s anti-cutback provision. As we held in the first appeal

of this case, the “clear terms” of the WSMS Pension Plan (the

“Plan”) “include the [early retirement pension supplement] in

the definition of ‘accrued benefit.’” Savani v. Wash. Safety

Mgmt. Solutions, LLC (Savani I), 474 F. App’x 310, 316 (4th Cir.

Mar. 20, 2012) (per curiam) (unpublished). In this second

appeal, WSMS argues that it may lawfully eliminate that early

retirement pension benefit as to another employee,

Robert Taylor, and a similarly situated subset of the class

(defined below). We again hold that the unambiguous terms of

the Plan clearly include the pension benefit at issue within the

Plan’s definition of “accrued benefit,” and that WSMS may not

lawfully eliminate the benefit. We therefore affirm the grant

of summary judgment to the plaintiffs-appellees.

1
WSMS is now called URS Professional Solutions, LLC, and
both WSMS and the appellees’ previous employer, Westinghouse
Savannah River Company (“WSRC”), are wholly owned subsidiaries
of a company called URS Energy & Construction. For ease of
reference and consistency with this Court’s prior opinion, this
memorandum refers only to WSMS and WSRC.

3
 I.

While Savani was the focus of the first appeal, Taylor and

the subclass now take center stage. Much of the relevant

background is set forth in great detail in Savani I, 474 F.

App’x at 312-14, and is repeated below to the extent necessary.

Taylor, like Savani, was an employee of the Westinghouse

Savannah River Company (“WSRC”) in 1997 when WSMS was formed.

“At its inception, WSMS recruited a number of WSRC employees,

including Savani [and Taylor], to transfer to the newly formed

company.” Id. at 312. Taylor and the other WSRC employees

“were informed of the employee benefit plans available to newly

transferred employees.” Id. Taylor was then and remains a

participant in the Plan.

Prior to a 2004 amendment, the Plan provided in relevant

part: “‘Accrued Benefit’ means, as of any date of

determination, the normal retirement Pension computed under

Section 4.01(b) . . . less the WSRC Plan offset as described in

Section 4.13, plus any applicable supplements described in

Section 4.12 . . . .” Additionally, the Plan provided that an

“early retirement Pension shall be a deferred Pension beginning

on the first day following the Member’s Normal Retirement Date

and . . . shall be equal to his Accrued Benefit. However, the

Member may elect to receive an early retirement Pension

4
beginning before his Normal Retirement Date. . . .” Finally,

the Plan described the following supplemental benefit:

4.12 Supplemental Benefits

(a) If a Member who:

(i) otherwise satisfies the requirements for a Pension
under this Plan; and

(ii) has at least one year of service with WSMS; and

(iii) transferred to the Plan from an Affiliated
Employer on or before January 1, 1998 or transfers to
the Plan from WSRC; and

(iv) retires before his Normal Retirement Age from
active service on or before October 1, 1998,

he shall be entitled to a monthly supplement (which
shall commence with the first Pension payment under
the Plan on account of such retirement and the last
payment shall be in the month preceding the Member’s
attainment of Normal Retirement Age) equal to the
following: [omitted] 2

“On December 28, 2004, the Plan’s benefits committee

amended the Plan to eliminate § 4.12(a), which granted a $700

monthly benefit to Plan members electing to take early

retirement on or after January 1, 2005.” Savani I, 474 F. App’x

at 313. Later, on January 3, 2006, the benefits committee

further amended the Plan, effective December 31, 2005 (“the 2005

Amendment”). Among other things, the 2005 Amendment included

the following provision: “Notwithstanding anything to the

2
As discussed in our first opinion, § 4.12(b) of the Plan
sets forth an additional $200 benefit payable upon reaching
Normal Retirement Age. The $200 benefit is not at issue for
purposes of the current appeal.

5
contrary in this Plan, a Member’s Accrued Benefit shall be

‘frozen’ as of December 31, 2005 and shall not increase

thereafter.” Further, it provided: “Notwithstanding anything

to the contrary in this Plan, effective December 31, 2005, no

additional Credited Service will be awarded or earned under the

Plan for any purpose. In other words, all Credited Service will

be ‘frozen’ as of December 31, 2005.” The 2005 Amendment also

“added the following sentence at the end” of § 1.13 of the Plan:

“Although the Plan is frozen as of December 31, 2005, an

Employee shall continue to earn Eligibility Service in

accordance with the terms of the Plan for purposes of

determining eligibility for certain benefits and eligibility for

a vested Pension.”

During the first appeal of this case, Savani successfully

challenged the 2004 elimination of § 4.12(a) as a violation of

ERISA’s anti-cutback provision. See id. at 316 (“[W]e hold that

the Plan’s clear terms include the § 4.12(a) supplement in the

definition of accrued benefits.”). The 2005 Amendment was not

directly at issue at that time.

Upon remand, the district court certified Savani’s case as

a class action. Savani is the lead plaintiff for the class,

which is defined to be:

Employees of Washington Safety Management Solutions,
LLC, formerly Westinghouse Safety Management
Solutions, LLC [collectively “WSMS”] who (1) are

6
 members of the WSMS Plan, (2) have at least one year
of service with WSMS, and (3) transferred to the Plan
from an Affiliated Employer as defined in § 1.02 of
the Plan on or before January 1, 1998, or transferred
to the Plan from Washington Savannah River Company,
LLC, formerly, Westinghouse Savannah River Company,
LLC [collectively, “WSRC”].

During the course of the district court proceedings, WSMS

“opposed paying certain members of the above class who after

December 31, 2005 have or may have become eligible for § 4.12(a)

WSMS [Plan] benefits as related to freeze of benefits as of

December 31, 2005.” The appellees therefore moved to add Taylor

as a party and subclass representative, and the district court

granted the motion. Thus, Taylor is the lead plaintiff of the

subclass, which is defined to be:

All members of the Class defined above who, as of
December 21, 2005, either (1) did not have 15 total
years of service with WSMS or an Affiliated Employer
as defined in § 1.02 of the Plan, or (2) was not 50
years of age, or (3) did not meet the 25 years of
service and age 45 but less than 50 years of age
requirements for an Optional Retirement Pension as
defined in § 4.04 of the WSMS Plan.

On July 31, 2012, the parties filed cross motions for

summary judgment on the issue of whether the 2005 Amendment

resulted in the lawful elimination of the § 4.12(a) benefit for

Taylor and the members of the subclass. In considering the

parties’ motions, the district court observed that the 2005

Amendment permitted Plan members to continue to earn Eligibility

Service years in order to determine the members’ “eligibility

7
for certain benefits and eligibility for a vested Pension.” In

light of the unambiguous language of the 2005 Amendment, as well

as this Circuit’s prior holding that the elimination of the

§ 4.12(a) supplement violated ERISA’s anti-cutback provision,

the district court granted summary judgment in favor of Taylor

and the subclass members and held that they are entitled to

receive the supplement. WSMS subsequently filed a motion to

remand the matter to the Plan’s benefits committee, or in the

alternative, for the district court to reconsider its summary

judgment ruling. WSMS argued that the district court had “erred

by not remanding the case back to the Committee for an initial

interpretation of the language of the 2005 Amendment.” It

argued in the alternative that the district court had

misconstrued the nature of the parties’ dispute. The district

court denied the motion, reasoning that it had interpreted

unambiguous Plan language, and that remand “would be futile

because a different interpretation of this clear language would

be an abuse of the committee’s discretion.” On December 13,

2013, WSMS timely filed this appeal.

II.

On appeal, the WSMS argues that Taylor and the members of

the subclass are not eligible for the § 4.12(a) benefit because

they did not satisfy the requisite eligibility requirements for

8
the benefit prior to the effective date of the 2005 Amendment.

Alternatively, the WSMS argues that the district court erred by

failing to remand this matter to the Plan’s benefits committee.

A.

We review a court’s order granting summary judgment de

novo. United McGill Corp. v. Stinnett, 154 F.3d 168, 170 (4th

Cir. 1998). And “[i]n an appeal under ERISA, we . . . employ[]

the same standards governing the district court’s review of the

plan administrator’s decision.” Williams v. Metro. Life. Ins.

Co., 609 F.3d 622, 629 (4th Cir. 2010). Where “the plan

expressly grants the plan administrator discretionary authority

to construe the provisions, the administrator’s decision is

reviewed for abuse of discretion.” United McGill Corp., 154

F.3d at 170 (citing Firestone Tire & Rubber Co. v. Bruch, 489

U.S. 101, 115 (1989)). “Under this deferential standard, ‘the

administrator or fiduciary’s decision will not be disturbed if

it is reasonable, even if this court would have come to a

different conclusion independently.’” Id. (quoting Ellis v.

Metro. Life Ins. Co., 126 F.3d 228, 232 (4th Cir. 1997)). Here,

the Plan grants the benefits committee “total and complete

discretion to interpret the Plan.” But “even as an ERISA plan

confers discretion in its administrator to interpret the plan,

the administrator is not free to alter the terms of the plan or

to construe unambiguous terms other than as written.” Colucci

9
v. Agfa Corp. Severance Pay Plan, 431 F.3d 170, 176 (4th Cir.

2005), abrogated on other grounds by Champion v. Black & Decker

(U.S.), Inc., 550 F.3d 353 (4th Cir. 2008). The discretionary

authority to interpret a plan “is not implicated . . . [where]

the terms of the plan itself are clear.” Kress v. Food Emp’rs

Labor Relations Ass’n, 391 F.3d 563, 567 (4th Cir. 2010).

B.

WSMS argues that because Taylor and the members of the

subclass did not satisfy the age and service eligibility

requirements for the § 4.12(a) benefit prior to the effective

date of the 2005 Amendment, they never accrued the benefit.

Thus, the argument goes, the elimination of the benefit for

Taylor and the subclass does not constitute an unlawful cutback

of accrued benefits. This argument does not square with our

previous holding in this case that the unambiguous language of

the Plan’s definition of accrued benefit includes the § 4.12(a)

benefit. Savani I, 474 F. App’x at 315-16.

Under the law of the case doctrine, “when a court decides

upon a rule of law, that decision should continue to govern the

same issues in subsequent stages in the same case.” TFWS, Inc.

v. Franchot, 572 F.3d 186, 191 (4th Cir. 2009) (quoting United

States v. Aramony, 166 F.3d 655, 661 (4th Cir. 1991)).

Accordingly,

10
 once the decision of an appellate court establishes
the law of the case, it “must be followed in all
subsequent proceedings in the same case in the trial
court or on a later appeal [] unless: (1) a
subsequent trial produces substantially different
evidence, (2) controlling authority has since made a
contrary decision of law applicable to the issue, or
(3) the prior decision was clearly erroneous and would
work manifest injustice.”

Id. (quoting Aramony, 166 F.3d at 661) (alteration in original).

Here, the parties have not presented substantially different

evidence, we are aware of no new controlling authority, and WSMS

has not argued that our prior decision was clearly erroneous.

Therefore, our analysis must be guided by our prior holding that

the $700 monthly supplement set forth in § 4.12(a) of the Plan

is an accrued benefit.

There is no dispute that an employer sponsored retirement

plan cannot eliminate an “accrued benefit” without violating

ERISA’s anti-cutback provision. 29 U.S.C. § 1054(g)(1).

Importantly, “ERISA defines ‘accrued benefit’ as ‘. . . the

employee’s accrued benefit determined under the plan and . . .

expressed in the form of an annual benefit commencing at normal

retirement age . . . .’” Savani I, 474 F. App’x at 315 (quoting

26 U.S.C. § 411(a)(7)(A)(i) (2010)). This statutory definition

of an accrued benefit is “a signpost, directing us to look at

the terms of the plan at issue.” Bd. of Trs. of the Sheet Metal

Workers’ Nat’l Pension Fund v. Comm’r, 318 F.3d 599, 602-03 (4th

Cir. 2003) (emphasis added). As we previously held, the

11
§ 4.12(a) benefit is an accrued benefit. Savani I, 474 F. App’x

at 316. Because Taylor and the members of the subclass can or

already do satisfy the requisite eligibility requirements for

the § 4.12(a) benefit, WSMS may not lawfully eliminate that

benefit as to Taylor and the subclass.

WSMS argues that Taylor and the members of the subclass had

a mere, unprotected expectation of receiving the § 4.12(a)

benefit because they did not satisfy the age and service

requirements prior to December 31, 2005. In advancing this

argument, WSMS relies heavily on the Eleventh Circuit’s ruling

in Cinotto v. Delta Air Lines, Inc., 674 F.3d 1285 (11th Cir.

2012). There, part of the Delta retirement plan definition of

“Accrued Benefit” stated:

No Participant shall have an Accrued Benefit based on
future or projected service or Earnings regardless of
the use of future dates by the Plan. Such future
dates and the result of projected service on future
Earnings on a Participant’s potential retirement
benefit are not part of the Participant’s Accrued
Benefit.

Cinotto, 674 F.3d at 1287-88. The Delta plan, like the Plan in

this case, froze pension benefits with an amendment that

provided: “Effective December 31, 2005, all benefits under the

Plan are frozen for all Participants and there shall be no

further accruals of benefits under this plan after that date.”

Id. at 1289. The amendment “also added this language to the end

of the [Delta] Plan’s definition of ‘Accrued Benefit’: ‘A

12
Participant shall not accrue any additional benefits under the

Plan after December 31, 2005.’” Id. Under the amendment, “no

additional months of service or earnings would be taken into

account in calculating either [an employee’s] retirement or

termination benefit under the [Delta] Plan.” Id. As a result

of the Delta plan language, the Eleventh Circuit held that the

plaintiff, who had not reached the age required to receive the

benefit at issue before December 31, 2005, “had at most an

expectation of a future accrual.” Id. at 1297.

Unlike the amendment to the Delta plan, the 2005 Amendment

to the Plan at issue here explicitly incorporated future service

into the calculation of an accrued benefit. Indeed, the 2005

Amendment stated that Plan members would continue to earn

Eligibility Service years “to determin[e] eligibility for

certain benefits,” including the § 4.12(a) benefit. The

unambiguous terms of the Plan provide that Eligibility Service

years determine whether a Member “otherwise satisfies the

requirements for a Pension under this Plan” such that he becomes

eligible for the § 4.12(a) $700 supplement. 3 Accordingly, the

appellants’ reliance on Cinotto -- which involved a pension plan

3
Pensions include, for example, the normal retirement
pension set forth in Plan § 4.01, the early retirement pension
set forth in Plan § 4.03, and the optional retirement pension
set forth in Plan § 4.04. Each of these pensions references
“Eligibility Service.”

13
with a materially different definition of an “accrued benefit” -

- is misplaced. See Sheet Metal Workers’ Nat’l Pension Fund v.

Comm’r, 318 F.3d at 602-03 (stating that courts “look at the

terms of the plan at issue”).

WSMS also argues that the district court should have

remanded this matter to the benefits committee because the

reference to “certain benefits” in the Plan’s definition of

“Eligibility Service” is ambiguous. Specifically, WSMS contends

that it is unclear whether the term “certain benefits”

encompasses the § 4.12(a) benefit. This argument is unavailing.

Before the 2005 Amendment, the definition of “Eligibility

Service” included a single reference to “certain benefits,” and

the 2005 Amendment added a second reference to “certain

benefits.” It is undisputed that the single, pre-2005 Amendment

reference to “certain benefits” included the § 4.12(a) benefit.

To credit WSMS’s ambiguity argument would require a finding that

the second use of the phrase means something different than the

first. There is no valid reason for the two uses of the same

term within the same definition to have different meanings.

Rather, the language of the 2005 Amendment is clear: Plan

members may continue to earn Eligibility Service years for

certain benefits, including the § 4.12(a) benefit. The benefits

committee’s discretion is not implicated given the unambiguous

language of the amendment. Kress, 391 F.2d at 567.

14
Accordingly, it was not error for the district court to decline

to remand the matter.

Somewhat relatedly, WSMS argues that “Fourth Circuit law is

clear that an ERISA plan participant is ‘required’ to exhaust

his/her administrative remedies before bringing suit.” It

contends that the original lead plaintiff, Savani, “never

challenged the meaning of ‘certain benefits’ of ‘Eligibility

Service’ in the Freeze Amendment,” and that “Taylor has never

made any claim to the” benefits committee. Therefore, WSMS

continues, because the district court’s summary judgment ruling

involved the interpretation of the Plan’s terms, the court

should have first remanded the matter to the benefits committee

for it to interpret the Plan in the first instance. We need not

decide whether any procedural error has occurred. In reaching

its decision, the district court did not engage in any novel

interpretation of the Plan’s language. Rather, the law of this

case is that the Plan’s definition of accrued benefit includes

the § 4.12(a) benefit, and as discussed above, the term “certain

benefits” unambiguously encompasses the § 4.12(a) benefit.

Thus, the benefits committee’s authority to interpret the Plan

is not implicated. See Kress, 391 F.2d at 567.

Finally, although the parties devote a substantial amount

of their briefing to whether the § 4.12(a) benefit is an “early

retirement benefit” as that term is defined in the applicable

15
regulations, we need not resolve the issue. Regardless of how

the benefit is characterized from a statutory perspective, the

fact remains -- however much WSMS might wish to deny it –- that

the specific language of the WSMS Plan incorporates the

§ 4.12(a) benefit into the definition of “accrued benefit.” And

“[w]hile we have held that unfunded, contingent early retirement

benefits or severance payments are not secured by ERISA itself,

the drafters of a retirement plan may choose to define any

benefits as accrued or vested, and thereby trigger ERISA’s

protections.” Savani I., 474 F. App’x at 314 n.3 (citing Pierce

v. Sec. Trust Life Ins. Co., 979, F.2d 23 (4th Cir. 1992)); see

id. at 316 (“Stand-alone, ancillary welfare benefits generally

are not independently protected by ERISA. Here, however, the

Plan plainly incorporated . . . [§ 4.12(a)] into its definition

of ‘accrued benefit.’” (citation omitted)). Because WSMS made

the choice to include the § 4.12(a) benefit as part of the

Plan’s accrued benefit, it is protected under the anti-cutback

provision of ERISA. The WSMS must accept the consequences of

that choice.

III.

We reaffirm our holding that the Plan’s clear terms include

the § 4.12(a) supplement in the definition of “accrued benefit.”

Taylor and the subclass members are thus entitled to receive

16
that benefit so long as they satisfy the age and service

requirements if and when they elect early retirement. For the

foregoing reasons, the judgment of the district court is

AFFIRMED.

17