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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