Milofsky Ex Rel. Super Saver-A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corp. Subsidiaries v. American Airlines, Inc.

United States Court of Appeals
Fifth Circuit
F I L E D
IN THE UNITED STATES COURT OF APPEALS
March 2, 2006
FOR THE FIFTH CIRCUIT
Charles R. Fulbruge III
Clerk

No. 03-11087

MICHAEL MILOFSKY, On behalf of themselves and on behalf of all
others similarly situated, and on behalf of the Super Saver-A
401(k) Capital Accumulation Plan for Employees of Participating
AMR Corporation Subsidiaries; ROBERT WALSH, On behalf of
themselves and on behalf of all others similarly situated, and on
behalf of the Super Saver-A 401(k) Capital Accumulation Plan for
Employees of Participating AMR Corporation Subsidiaries

Plaintiffs - Appellants

v.

AMERICAN AIRLINES, INC; JOHN DOES 1-10, As members of the Pension
Asset Administration Committee of the Super Saver-A 401(k)
Capital Accumulation Plan for Employees of Participating AMR
Corporation Subsidiaries; JOHN DOES 11-20, As members of the
Pension Benefits Administration Committee of the Super Saver-A
401(k) Capital Accumulation Plan for Employees of Participating
AMR Corporation Subsidiaries;

Defendants - Appellees

Appeal from the United States District Court
for the Northern District of Texas

Before JONES, Chief Judge, and KING, JOLLY, HIGGINBOTHAM, DAVIS,
SMITH, WIENER, BARKSDALE, GARZA, DeMOSS, BENAVIDES, STEWART,
DENNIS, CLEMENT, PRADO, and OWEN, Circuit Judges.

PER CURIAM:

Plaintiffs, a subset of participants in the $uper $aver-A

401(k) Capital Accumulation Plan for Employees of Participating

AMR Corporation Subsidiaries, are entitled to further development

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of their breach of fiduciary duties claims, brought under ERISA

sections 502(a)(2) and 409(a), 29 U.S.C. §§ 1132(a)(2) and

1109(a), against American Airlines, Inc. and other fiduciaries of

the $uper $aver Plan, seeking to recover losses to the $uper

$aver Plan (to be allocated among plaintiffs’ accounts) allegedly

arising from the “fail[ure] to effectuate the timely transfer of

plaintiffs’ account balances from the BEX [401(k)] Plan to the

$uper $aver Plan as promised in numerous representations to

plaintiffs . . . .” Compl. ¶ 34. Measured by the principles of

notice pleading and the standards controlling dismissal under

FED. R. CIV. P. 12(b)(6), the district court erred in dismissing

these claims.

The district court also erred in concluding that these

claims are disguised benefits claims requiring exhaustion of

administrative remedies; the plaintiffs do not seek the

distribution of any benefits, but instead assert fiduciary breach

claims not requiring exhaustion of administrative remedies. See

Smith v. Sydnor, 184 F.3d 356, 365 (4th Cir. 1999) (“[W]e hold

that the judicially created exhaustion requirement does not apply

to a claim for breach of fiduciary duty as defined in ERISA.”);

see also Molnar v. Wibbelt, 789 F.2d 244, 250 n.3 (3d Cir. 1986).

VACATED and REMANDED.

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