Angela Henderson Williamson v. Travelport, LP

953 F.3d 1278

• Court: Court of Appeals for the Eleventh Circuit
• Decided: March 27, 2020
• Docket: 18-10449
• Status: Published

Opinion

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[PUBLISH]

IN THE UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIRCUIT ________________________

No. 18-10449 ________________________

D.C. Docket No. 1:17-cv-00406-WSD

ANGELA HENDERSON WILLIAMSON, on behalf of herself and all others similarly situated,

Plaintiff - Appellant,

versus

TRAVELPORT, LP, GALILEO & WORLDSPAN U.S. LEGACY PENSION PLAN,

Defendants - Appellees.

________________________

Appeal from the United States District Court for the Northern District of Georgia ________________________

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Before JORDAN, GRANT, and SILER,∗ Circuit Judges.

JORDAN, Circuit Judge:

Angela Henderson Williamson worked at United Airlines and two of its

successors for nearly 30 years. During her employment, she participated in the

Galileo & Worldspan U.S. Legacy Pension Plan, which currently governs her

pension benefits, and two of its predecessor plans. As her retirement date

approached, she contacted Travelport, the plan administrator, and the parties began

a five-year informal dispute about her pension benefits calculation. The dispute

involved numerous communications and document requests. At one point,

Travelport corrected a mistake regarding its average salary computation, but only

after Ms. Williamson was able to locate and send her old W-2 forms to Travelport.

Though the parties were able to resolve that issue informally, they continued to

disagree about two other aspects of Ms. Williamson’s pension. Ms. Williamson

eventually filed a formal claim for benefits, which Travelport denied.

Ms. Williamson then brought a class action against Travelport and the Galileo

& Worldspan U.S. Legacy Pension Plan in federal court under the Employee

Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq. She asserted

claims for improperly withheld pension benefits, document-disclosure penalties, and

∗ Honorable Eugene E. Siler, Jr., United States Circuit Judge for the Sixth Circuit, sitting by designation.

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breach of fiduciary duties. The district court dismissed all of the claims under Rule

12(b)(6). Following oral argument, and for the reasons which follow, we affirm

except as to Ms. Williamson’s claim for benefits. With respect to that claim, we

reverse and remand for the district court to review her claim anew after Travelport

has certified and submitted the complete and accurate administrative record.

I1

Ms. Williamson began working as a flight attendant (a position then called a

stewardess) for United Airlines in September of 1968. She was employed there until

June of 1988, when she was transferred to Covia Corporation. She worked at Covia

through December of 1992, after which she was transferred to Apollo Travel

Services Partners, a successor of Covia. She worked at Apollo until May of 1997.

During her approximately 28 years of employment at UAL, Covia, and

Apollo, Ms. Williamson participated in three pension plans: the UAL Non-Union

Ground Employees’ Retirement Plan, the Covia Pension Plan, and the Galileo

International Employee Pension Plan, which later became the Galileo & Worldspan

U.S. Legacy Pension Plan. The Legacy Plan is currently the operative plan

1 Because we hear this appeal following a Rule 12(b)(6) dismissal for failure to state a claim upon which relief can be granted, we accept as true the facts as alleged in Ms. Williamson’s complaint and attached documents, and draw all reasonable inferences in her favor. See, e.g., Bailey v. Wheeler, 843 F.3d 473, 480 (11th Cir. 2016). If allegations in the complaint conflict with an attached document that Ms. Williamson adopts, the document controls. See Saunders v. Duke, 766 F.3d 1262, 1270–71 (11th Cir. 2014); Friedman v. Mkt. St. Mortg. Corp., 520 F.3d 1289, 1295 n.6 (11th Cir. 2008). For these reasons, we take our factual recitation from Ms. Williamson’s complaint and attached documents.

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governing her pension benefits, while the UAL and Covia plans are its predecessors.

Travelport took over sponsorship and administration of the Legacy Plan in 2008.

The Legacy Plan is a non-integrated, defined benefits pension plan and is a

“pension plan” within the meaning of ERISA. See 29 U.S.C. § 1002(2)(A). It

provides monthly retirement benefits to participants based on their final average

compensation and months of service. See D.E. 4-1 at § 6.02 (“Participant’s Monthly

Normal Benefit shall be determined as follows: 1.6% of his Final Average

Compensation MULTIPLIED BY: Months of Benefit Service / [DIVIDED BY]

12.”). The Legacy Plan defines the final average compensation as the highest

monthly average of a participant’s compensation over 60 consecutive months during

the last 120 months of service with the employer. See id. at § 2.27. Months of

service are credits for each month of employment—including employment under

predecessor plans—that add to the participant’s pension. See id. at § 2.11(b).

A

In 2011, as her retirement date approached, Ms. Williamson contacted

Travelport about making a claim under the Legacy Plan in which she was fully

vested. After discussions with Travelport between 2011 and early 2012, Ms.

Williamson believed that Travelport was calculating her benefits incorrectly.

Ms. Williamson first disputed Travelport’s calculation of her final average

compensation. To that end, she made several oral and written document requests,

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which we discuss in more detail below. Travelport provided Ms. Williamson with

certain documents but did not send her the employment or salary records that she

believed would help her determine her final average compensation. Instead, on

Travelport’s advice, Ms. Williamson located her old W-2 forms and sent them to

Travelport. Based on these W-2 forms, Travelport determined that it had incorrectly

calculated Ms. Williamson’s final average compensation and increased her final

average compensation from $77,973.57 to $82,111.

Having resolved the final average compensation dispute, Ms. Williamson sent

a letter to Travelport on May 20, 2015, requesting distribution of the undisputed

portion of her benefits. Ms. Williamson began receiving those benefits the following

month, but she continued to dispute two components of Travelport’s calculation of

her months of service.

First, Ms. Williamson claimed that Travelport improperly reduced the months

of service she should have accrued for her work at UAL. She asserted that

Travelport relied on a provision in the UAL Plan that excluded credits for the first

12 months of employment between the ages of 21 and 25, even though a conflicting

provision in the summary plan description (SPD for short) of the Legacy Plan

provided that participants received credit for every month of employment between

the ages of 21 and 25. See D.E. 4-6 at 39. Under ERISA, an SPD is a summary of

the plan that “shall be written in a manner calculated to be understood by the average

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plan participant[ ] and shall be sufficiently accurate and comprehensive to

reasonably apprise such participants and beneficiaries of their rights and obligations

under the plan.” 29 U.S.C. § 1022(a). ERISA requires that the SPD include certain

information, such as the name and address of the plan agents and/or administrators,

summaries of the provisions respecting eligibility and benefits, and the source of

financing of the plan. See § 1022(b).

Second, Ms. Williamson claimed that she was not credited for the months she

worked at Covia, even though she participated in the Covia Plan during her tenure

there and should have received those credits under the Legacy Plan. In its denial

letter, appended to Ms. Williamson’s complaint, Travelport explained that it had

offset her Covia months-of-service credits against an annuity purchased by the UAL

Plan and later transferred to the Covia Plan, and that this offset was permissible

under the Legacy Plan.

The parties were not able to resolve these two months-of-service

disagreements through informal discussions, so on August 8, 2015, Ms. Williamson

filed a formal claim. Travelport denied Ms. Williamson’s claim on December 7,

2015. She appealed the decision to Travelport’s benefits committee, which denied

her claim again on August 2, 2016.

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B

During the five-year dispute that spanned from 2011 to 2016, Ms. Williamson

made several oral and written requests to Travelport for plan-related documents.

Because those requests and Travelport’s responses are pertinent to Ms. Williamson’s

claim for document-disclosure penalties under § 1132(c), we list them here in detail.

• In 1999, Ms. Williamson inquired about early retirement. On October 15, 1999, Galileo (then her plan sponsor) sent her an administrative worksheet describing the benefits she would receive if she retired early and if she retired at her normal retirement age.

• On February 10, 2012, in an oral conversation with a Travelport representative, Ms. Williamson requested five categories of documents: (1) plan documents containing the formulas from the 1999 early retirement letter; (2) historical documents relating to the Legacy Plan and any changes made to the plans or their formulas over the years; (3) corporate history documents; (4) benefits calculation documents; and (5) her own attendance records.

• On February 17, 2012, Travelport provided three documents to Ms. Williamson via e-mail: (1) the current Legacy Plan; (2) the then-current Legacy Plan SPD; and (3) a draft SPD for the 1993 predecessor Galileo Plan.

• After an oral conversation on April 12, 2012, a Travelport representative sent Ms. Williamson an e-mail on April 18, 2012, with another copy of the administrative worksheet originally attached to the 1999 early retirement letter, and with the actual calculation of Ms. Williamson’s benefits.

• On August 21, 2012, Ms. Williamson sent an e-mail to Travelport requesting that it send, within one week, “ALL of the materials that I have previously requested,” including “every document, plus sworn statements from witnesses with personal knowledge explaining or supplying facts as to which testimony would be necessary, which

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[Travelport] would present in court to prove conclusively the amount” of her pension. See D.E. 4-13.

• On August 27, 2012, Travelport sent a letter that included (1) Ms. Williamson’s “Pensionable Earnings History” data, (2) Ms. Williamson’s “Total Benefit Service” data, and (3) a copy of a letter that UAL had sent to Ms. Williamson in 1990 regarding the amount of pension benefits she accrued during her UAL tenure. Travelport stated that it would not provide Ms. Williamson with her work and salary records, or the “archaeological record of the various transitions and iterations of the plans that precede the one we have already provided.” D.E. 4-14; D.E. 16 at ¶ 44.

• On August 28, 2012, Travelport sent Ms. Williamson a Pension Modeling Statement.

• On October 9, 2012, Ms. Williamson sent Travelport a written request for documents that she needed to verify the calculation of the final average compensation component of her benefits. See D.E. 4-16 (requesting “[e]arnings or . . . [c]ompensation figures,” including various computations and “underlying” data). Travelport did not provide Ms. Williamson with employment or source documents detailing her earnings history.

• On May 20, 2014, Ms. Williamson requested by e-mail “the actual records from which Travelport extracted the false numbers it used to calculate my ‘benefits.’” D.E. 4-20 at 4.

• On July 9, 2014, Ms. Williamson sent a letter to Travelport requesting that, if it disagreed with her calculation of the months of service, it supply her with “all documents and records that you claim support any such dispute and that you reference specifically and all language in the Plan that you contend supports any such dispute.” D.E. 16 at ¶¶ 77-80; D.E. 4-22 at 5.

• On October 1, 2014, Travelport sent a letter together with three printouts calculating her plan benefits. In the letter, Travelport referred to provisions of the 1988 Covia Plan, which Travelport had not yet sent to Ms. Williamson.

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• On March 4, 2015, Travelport sent Ms. Williamson (1) one of the Covia plans, (2) the UAL Plan, (3) the 1993 Galileo Plan, (4) the 1997 Galileo Plan, (5) the 1993 Galileo SPD, and (6) a copy of the 2008 Legacy Plan.

• On August 8, 2015, Ms. Williamson requested “claims file documents” in the event that Travelport denied her claim for additional benefits based on the months-of-service dispute. Travelport denied her claim but did not send any additional documents.

• In an April 5, 2016 letter, Ms. Williamson again requested employment and claim-specific documents—e.g., “the underlying source document, records and other information relevant to verifying, by specific month, year, and reason” for Travelport’s calculation of her benefits, and “ANY records or source material or documents to verify [her] correct amount of Months of Benefits Service.” D.E. 4-36 at 8. C

As noted, Ms. Williamson brought a class action against Travelport and the

Legacy Plan in February of 2017. She later filed an amended complaint.

Ms. Williamson sought, on behalf of herself and all others similarly situated,

the following relief: (1) a declaratory judgment under § 1132(a)(1)(B) that their

pension benefits were calculated incorrectly; (2) damages under § 1132(a)(1)(B) for

pension benefits wrongly withheld based on the allegedly improper calculations; (3)

a finding that the defendants breached their fiduciary duties under ERISA; and (4)

attorney’s fees and prejudgment interest under § 1132(g). She also sought, under

§ 1132(c) and on her behalf only, penalties for the defendants’ alleged failure to give

her documents that ERISA requires administrators to provide within 30 days upon

written request.

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Ms. Williamson appended 38 documents to her amended complaint. These

included several of the letters and e-mails between herself and Travelport, the plan-

related documents that Travelport provided in response to her oral and written

requests, and Travelport’s letters denying her claim and administrative appeal.

The defendants moved to dismiss the amended complaint as an improper

shotgun pleading in violation of Rules 8(a) and 10(b) of the Federal Rules of Civil

Procedure. They also moved to dismiss Ms. Williamson’s claims on the merits

under Rule 12(b)(6). The district court granted the defendants’ motion to dismiss in

full.

First, the district court ruled that Ms. Williamson failed to allege that she had

requested, and that defendants had not timely provided, the specific types of

documents enumerated in § 1024(b)(4). The district court also rejected Ms.

Williamson’s claim of entitlement to document penalties based on disclosure duties

arising under § 1059(a) or otherwise outside of ERISA, such as under Department

of Labor regulations.

Second, the district court dismissed Ms. Williamson’s claim for declaratory

judgment and damages based on the allegedly inaccurate calculation of her benefits.

Relying on the amended complaint and the attached exhibits, the district court

conducted the six-part Eleventh Circuit test for judicial review of a plan

administrator’s benefits determination. See Blankenship v. Metro. Life Ins. Co., 644

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F.3d 1350, 1354 (11th Cir. 2011). The district court concluded that Travelport’s

decision regarding Ms. Williamson’s benefits was not de novo “wrong” and

therefore ended its inquiry as required by Blankenship.

Third, the district court dismissed Ms. Williamson’s claim for breach of

fiduciary duty under § 1132(a)(3). It concluded that Ms. Williamson had “available”

(albeit unsuccessful) benefits claims under § 1132(a)(1)(B), and as a result those

available claims precluded her claim for breach of fiduciary duty.

Having rejected all of Ms. Williamson’s other claims, the district court

dismissed the claim for attorney’s fees. Finally, as an alternative basis for dismissal,

the district court determined that Ms. Williamson’s amended complaint was an

impermissible “shotgun pleading” because it was nearly impossible to determine

which facts supported which claims.

II

We review de novo the dismissal of a complaint for failure to state a claim

upon which relief can be granted, accepting all factual allegations in the complaint

as true and viewing them in the light most favorable to the plaintiff. See Starship

Enters. of Atlanta, Inc. v. Coweta Cty., 708 F.3d 1243, 1252 (11th Cir. 2013). To

survive a motion to dismiss, a complaint must contain sufficient factual allegations

to state a claim for relief that is plausible on its face. See Bell Atlantic Corp. v.

Twombly, 550 U.S. 544, 570 (2007).

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III

ERISA allows a participant to bring a civil action in federal court to recover

benefits due or to clarify rights to benefits under the terms of a pension plan. See

§ 1132(a)(1)(B). Although ERISA does not specify the standard of judicial review

of a plan administrator’s benefits decisions, the Supreme Court has articulated a de

novo standard unless the plan grants the administrator discretionary authority to

determine benefits, in which case the court reviews the administrator’s decisions

with deference and only for abuse of discretion. See Firestone Tire & Rubber Co.

v. Bruch, 489 U.S. 101, 115 (1989).

The Eleventh Circuit has refined this framework into a six-part test. At the

first step, the district court applies de novo review and determines whether the

administrator’s decision is wrong. If it is not wrong, the district court ends the

inquiry and affirms the administrator’s decision without addressing any discretion

given to the administrator. See Blankenship, 644 F.3d at 1354.

Ms. Williamson argues that the district court improperly ruled on the merits

of her § 1132(a)(1)(B) claim in granting the defendants’ 12(b)(6) motion to dismiss

because it did not have the full administrative record upon which Travelport relied

and because the parties had only briefed matters pertinent to the motion to dismiss,

and not the ultimate factual merits of her claims. We agree.

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The first step of the Blankenship test requires de novo review of an

administrator’s benefits decision, which in turn involves consideration of the full

administrative record that was before the administrator when it rendered its decision.

Although we are not aware of any cases in this circuit establishing a per se rule,

several of our decisions assume the existence of a full administrative record. See

Blankenship, 644 F.3d at 1354 (“Review of the plan administrator’s denial of

benefits is limited to consideration of the material available to the administrator at

the time it made its decision.”); Glazer v. Reliance Standard Life Ins. Co., 524 F.3d

1241, 1246 (11th Cir. 2008) (“The court must consider, based on the record before

the administrator at the time its decision was made, whether the court would reach

the same decision as the administrator.”); Alexandra H. v. Oxford Health Ins. Inc.

Freedom Access Plan, 833 F.3d 1299, 1312 (11th Cir. 2016) (“It is well established

that in reviewing a denial of ERISA benefits, the relevant evidence is limited to the

record before the administrator at the time the decision was made.”). See also

Rasmussen v. Metro. Life Ins. Co., 675 F. Supp. 1497, 1507 (W.D. La. 1987)

(explaining that review of a benefits decision “contemplates the existence of an

administrative record formed after a full and fair review by the appropriate named

fiduciary during which the fiduciary considered the Plan beneficiaries’ arguments”).

The Fifth Circuit has explicitly stated that a plan administrator “has the

obligation to identify the evidence in the administrative record” and that a claimant

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must have “a reasonable opportunity to contest whether that record is

complete.” Estate of Bratton v. Nat’l Union Fire Ins. Co. of Pittsburgh, 215 F.3d

516, 521 (5th Cir. 2000). See also Balderrama v. Life Ins. Co. of N. Am., No. CIV

99-1167 LCS-ACE, 2000 WL 36739548, at *1 (D.N.M. Nov. 16, 2000) (ERISA

claims were ripe for de novo review once the administrator filed the administrative

record and the plaintiff had an opportunity to object to it). Likewise, the applicable

federal regulations put the onus on the administrator to compile an administrative

record that a claimant can review upon the denial of her claim. See 29 C.F.R. §§

2560.503–1(f)–(h), (j).

Our decision in Melech v. Life Ins. Co. of N. Am., 739 F.3d 663 (11th Cir.

2014), is also instructive. There, a plan administrator denied the plaintiff’s claim

under a disability plan governed by ERISA. After the denial, the plaintiff sought

Social Security Disability Income benefits from the Social Security Administration,

which she was required to do under her disability plan. The SSA conducted medical

evaluations and ultimately granted the plaintiff’s claim for SSDI benefits. Though

those examinations were available to the plan administrator during the claimant’s

internal appeal, the administrator did not consider them in affirming its denial. The

plaintiff then sued in federal court under § 1132(a)(1)(B) and sought to expand the

administrative record to include the medical evaluations. The district court denied

that request and granted summary judgment affirming the administrator’s decision.

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We vacated and remanded, instructing the district court to remand to the plan

administrator because it had rendered its decision on an incomplete record without

the SSA medical evaluations. We explained that, as “a matter of common sense,”

we could not evaluate the plan administrator’s decision to deny the benefits claim

“without first considering whether the record [the administrator] had before it was

complete.” Id. at 673. We noted that a complete record was “a predicate to our

ability to review the substantive decision we have been asked to review.” Id. Just

as a plan administrator must have a complete record before rendering its decision,

so too must a district court have a complete record before conducting its de novo

review under the first step in the Blankenship analysis.

Travelport argues that de novo review could nonetheless be performed here

because Ms. Williamson’s complaint “effectively placed before the [district court]

the pertinent portions of the administrative record.” See Appellee’s Br. at 41

(emphasis added). But Ms. Williamson did not and does not stipulate to the record’s

completeness. To the contrary, she explicitly alleged that Travelport withheld

documents from her and asserted claims under ERISA’s document-disclosure

provision. The documents that she has and was able to append to her complaint

therefore may not constitute the full administrative record.

Moreover, a plan administrator does not get to determine which portions of

the record the district court may see in conducting a de novo review. As we stated

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in Melech, the complete record is a “predicate” to our substantive review of a claim.

739 F.3d at 673. Obtaining a complete and accurate record is best accomplished not

by relying on counsel’s interpretation of which documents are relevant, but with a

certified record or affidavit from the administrator that the complete and accurate

record has been compiled and presented. See Barhan v. Ry-Ron Inc., 121 F.3d 198,

201 (5th Cir. 1997) (“[I]t is the plan administrator’s responsibility to compile a

record that he is satisfied is sufficient for his decision. . . [A]s a practical matter, the

plan administrator is ordinarily best-positioned to submit that administrative

record.”). See also Marks v. Newcourt Credit Grp., Inc., 342 F.3d 444, 457–58 (6th

Cir. 2003) (a court can consider the administrative record identified by an affidavit

from an individual, so long as the individual has personal knowledge of the contents

of that record). 2

At a later stage of the case, Travelport of course may argue that certain

documents are more relevant than others, or not relevant at all. But it cannot

artificially limit the administrative record at the outset based on its own assessment

of relevance. Once Travelport properly certifies the record, or the parties stipulate

2 Cf. Leland E. Beck, Agency Practice and Judicial Review of Administrative Records in Informal Rulemaking, Report for the Admin. Conf. of the U.S. at pp.60, 78 (May 14, 2013) (explaining that in the administrative law context, agency officials submit affidavits to guarantee “completeness and correctness” of the administrative record); 10A Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 2723 (4th ed., August 2019 update) (“When a summary- judgment motion relies on . . . administrative records, those records either must be certified or properly subject to the judicial-notice doctrine.”).

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to a complete record, then the district court can entertain dispositive motions and

review Travelport’s decision de novo under the first Blankenship step. 3

Our holding that the district court improperly ruled on the merits of Ms.

Williamson’s claims without a full administrative record does not preclude the

possibility that a § 1132(a)(1)(B) claim can be dismissed on a Rule 12(b)(6) motion.

For example, there may be cases in which it is clear from the face of a complaint

that the plaintiff failed to plead any facts that—if accepted as true—would permit

relief under § 1132(a)(1)(B). Or the parties may simply dispute the meaning of a

term in a plan, and stipulate that the court can render a decision based on a few

appended documents. In such circumstances, the court may be able to rule on a

12(b)(6) motion to dismiss without requiring certification of the entire administrative

record.

The district court here applied the de novo standard of review on the merits

but suggested that dismissal under Rule 12(b)(6) was appropriate because the

complaint was deficient. For example, the district court noted that Ms. Williamson’s

pleadings were “legally and factually deficient” and failed to allege specifically how

3 We express no view at this time as to whether Ms. Williamson might be entitled to discovery if she believes that the administrative record submitted by Travelport on remand is incomplete. See Bratton, 215 F.3d at 521 (explaining that a claimant must have an opportunity to contest the completeness of an administrative record).

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Travelport’s denial was unreasonable, an abuse of discretion, or de novo wrong.

Thus, the district court seemed to indicate that, even accepting her well-pled

allegations as true and considering the appended documents, Ms. Williamson would

inevitably fail the Blankenship test, either at the de novo review step or at the later

abuse-of-discretion step. We disagree, and hold that Ms. Williamson stated

plausible claims for benefits under ERISA.

Ms. Williamson first alleged that Travelport improperly excluded months-of-

service credits from her Covia tenure in calculating her total benefits. She appended

to her complaint Travelport’s denial letter, which explained that those credits were

offset by an annuity purchased under the UAL Plan and transferred to the Covia

Plan. The district court ruled that Ms. Williamson failed to state a claim because she

did not offer a different interpretation than that in the plan and the denial letter, and

therefore it was unable to conclude that the plan was “unfairly or improperly

applied.” D.E. 24 at 30.

But whether the annuity was “properly applied”—i.e., properly calculated or

offset against Ms. Williamson’s months-of-service credits—appears to be a factual

question that cannot be answered without the full administrative record. That record

may include documents regarding the annuity, its value, and how that value was

measured against the value of her months of service. Only with those documents

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can the court determine whether the annuity was properly applied and offset against

Ms. Williamson’s months-of-service credits. Notably, Travelport did not argue in

the district court and has not argued on appeal that the appended documents

foreclosed the possibility that the annuity was improperly offset. It only argued that

Ms. Williamson failed to show how Travelport abused its discretion in interpreting

the plan, and that it had otherwise offered a sufficient explanation in its denial letter.

But the district court never reached the abuse-of-discretion step in Blankenship, so

that deferential standard does not save the day here.

We take both the district court’s and Travelport’s point that Travelport will

ultimately be entitled to deferential, abuse-of-discretion review—Ms. Williamson

does not deny that Travelport is given discretion to interpret the Legacy Plan and

does not allege any conflict of interest—and that Ms. Williamson did not explain

exactly how Travelport abused its discretion. As one court has explained in a similar

case, however, “[t]here is a degree of analytical tension between the deference to

plan interpretation required by Firestone and the mandate that all facts as pled by

[the claimant] are to be taken as true” for purposes of a Rule 12(b)(6) motion to

dismiss. See Harrison v. PNC Fin. Servs. Grp., 928 F. Supp. 2d 934, 944 (S.D. Ohio

2013). This tension is “exacerbated” where there is an “incomplete administrative

record before the [c]ourt.” Id. We do not fault Ms. Williamson’s failure to allege

specifically how Travelport abused its discretion because she explicitly claimed that

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she has not received all the necessary documents. Only Travelport knows the

documents and evidence that it relied on in making its determination about the

application of the annuity, and ERISA seeks to avoid such an informational

imbalance.

Again, we note that this is a somewhat unique case. There are three

interrelated pension plans, various restatements and amendments to those plans over

several years, and several concomitant plan documents, SPDs, and claimant-specific

source documents. Travelport, moreover, admitted to miscalculating one component

of Ms. Williamson’s pension benefits. The large volume of plan documents and the

multiple changes to the interrelated plans make it more plausible that Travelport

miscalculated this component of Ms. Williamson’s benefits, and Travelport’s past

mistake lends even further credibility to this allegation. These facts, construed in a

light favorable to Ms. Williamson, help us draw the reasonable inference that—

applying de novo review—she has sufficiently pled a claim under § 1132(a)(1)(B)

for an improperly offset annuity. See Twombly, 550 U.S. at 570.

Ms. Williamson also alleged that Travelport incorrectly excluded 12 months

of credit from her UAL employment based on an apparent conflict between the

Legacy Plan and the 2009 SPD for the Legacy Plan. She claims that while the

Legacy Plan does not allow for plan participation until a person attains the age of 21

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and works for one full year, see D.E. 4-1 at § 3.01, the 2009 SPD would have

credited every month that she worked at UAL between the ages of 21 and 25, see

D.E. 4-6 at 39, and therefore concludes that the SPD should control her benefits

calculation.

The district court explained that when there is a conflict between a plan and

an SPD, the plan governs unless the plaintiff proves reliance on the SPD provision.

The court ruled that because Ms. Williamson did not allege any facts demonstrating

reliance on the 2009 SPD (or that she even read the SPD), her claim necessarily

failed.

Although this is a closer call than the annuity claim, we hesitate to affirm

dismissal at the motion-to-dismiss stage given that Travelport will be required to

provide and certify a full administrative record. The record may refute Ms.

Williamson’s allegation, but it is also plausible that Ms. Williamson relied on other

documents which she does not currently have access to. For example, at oral

argument, counsel for Ms. Williamson explained that Travelport had not yet

provided her any of the SPDs for the UAL plan. See Oral Argument Recording at

2:11–3:33.

Ms. Williamson began her employment in 1968 governed by the UAL Plan,

and the UAL Plan (like the Legacy Plan) requires that a participant attain 21 years

of age and complete one year of service prior to eligibility. See D.E. 4-1 at § 3.01.

21 Case: 18-10449 Date Filed: 03/27/2020 Page: 22 of 39

But it is plausible that the UAL SPD at that time included the same conflicting

language that now appears in the 2009 SPD—that participants receive credit for

“each month of employment with [UAL] that [they] completed between ages 21 and

25.” D.E. 4-6 at 39 (emphasis added). This is even more plausible because another

SPD, the 1993 Galileo SPD, included that same language. See D.E. 4-5 at 10.

It is also plausible that Ms. Williamson would have relied on a UAL SPD with

that language in 1968 when she first began work. She may have relied on it in

accepting employment at UAL, opting to participate in the UAL Plan, opting to

participate in successor plans, declining to participate in other plans, and so forth.

We recognize that Ms. Williamson has not pled specific facts supporting those

theories, and ordinarily a plaintiff must prove reliance on an SPD for the SPD to

govern over the terms of a plan. See Branch v. G. Bernd Co., 955 F.2d 1574, 1579

(11th Cir. 1992) (holding that the plan’s terms, and not those of the SPD, governed

the plaintiff’s eligibility for benefits because the plaintiff had provided “no

evidence” that he “ever read or relied on the summary.”); Collins v. Am. Cast Iron

Pipe Co., 105 F.3d 1368, 1371 (11th Cir. 1997) (holding that the plaintiff did not

rely on a faulty SPD description because he admitted to not reading it until after he

filed his lawsuit). But here Ms. Williamson alleges that she has not received all the

relevant documents, and we do not think ERISA contemplates faulting Ms.

Williamson when the documents upon which she may have relied upon 50 years ago

22 Case: 18-10449 Date Filed: 03/27/2020 Page: 23 of 39

may be in the administrative record but are allegedly being withheld from her.

ERISA’s statutory disclosure requirements are intended to “help ensure that

participants have access to information about their pension plans.” Minadeo v. ICI

Paints, 398 F.3d 751, 758 (6th Cir. 2005). And they are meant “to equip

beneficiaries with the necessary information to enforce their rights, particularly in

securing benefits to which they may be entitled.” Hughes Salaried Retirees Action

Comm. v. Adm’r of Hughes Non-Bargaining Ret. Plan, 72 F.3d 686, 698 (9th Cir.

1995) (en banc) (Pregerson, J., dissenting).

This does not mean that benefits claimants do not need to satisfy the Twombly

pleading requirements and state a claim that is plausible on its face. But we reiterate

that the unusual facts of this case and the incomplete administrative record inform

our plausibility analysis. Ms. Williamson participated in three different plans over

several decades, which were amended and modified several times, and which came

with two SPDs that have language favoring her characterization of her benefits

entitlement. It is plausible that other SPDs included the same language and that she

relied on those SPDs, and that a certified administrative record could help resolve

the dispute. See Johnson v. City of Shelby, 574 U.S. 10, 12 (2014) (“Having

informed the city of the factual basis for their complaint, [the plaintiffs] were

required to do no more to stave off threshold dismissal for want of an adequate

statement of their claim.”).

23 Case: 18-10449 Date Filed: 03/27/2020 Page: 24 of 39

IV

ERISA requires an administrator to provide, upon written request, “a copy of

the latest updated summary, plan description, and the latest annual report, any

terminal report, the bargaining agreement, trust agreement, contract, or other

instruments under which the plan is established or operated.” 29 U.S.C.

§ 1024(b)(4). District courts have discretion to award statutory penalties to a

participant if a plan administrator either refuses or fails to comply with a written

request for information required “under this subchapter” within 30 days. See

§ 1132(c)(1).

We have had few opportunities to consider what type of document requests

trigger ERISA’s penalty provision, or to expound on the scope of the administrator’s

disclosure requirements under §§ 1132(c)(1) and § 1024(b)(4). We begin by noting

that, because § 1132(c) imposes penalties, it must be strictly and narrowly construed.

See, e.g., Bergamatto v. Bd. of Trustees of the NYSA- ILA Pension Fund, 933 F.3d

257, 268 (3d Cir. 2019) (explaining that § 1132(c) is a penal provision and, as such,

should be “leniently and narrowly construed”); Fisher v. Metropolitan Life Ins. Co.,

895 F.2d 1073, 1077 (5th Cir. 1990) (same). Penalties therefore cannot be imposed

for failure to provide documents other than those specifically enumerated in

§ 1024(b)(4). See Bd. of Trustees of the CWA/ITU Negotiated Pension Plan v.

24 Case: 18-10449 Date Filed: 03/27/2020 Page: 25 of 39

Weinstein, 107 F.3d 139, 143–147 (2d Cir. 1997) (explaining that “Congress

intentionally fashioned [§ 1024(b)(4)] to limit the categories of documents that

administrators[ ] must disclose on demand of plan participants,” and that the

statutory requirements are not “all-encompassing”).

As to a participant’s request for documents, we agree with our sister circuits

which have held that a participant’s request must provide the administrator with

“clear notice” of what is requested under § 1024(b)(4), with the caveat that the

participant is not required to name the precise document. See Davenport v. Harry

N. Abrams, Inc., 249 F.3d 130, 135 (2d Cir. 2001); Kollman v. Hewitt Assocs., LLC,

487 F.3d 139, 146 (3d Cir. 2007); Faircloth v. Lundy Packing Co., 91 F.3d 648, 655

(4th Cir. 1996); Fisher v. Metro. Life Ins. Co., 895 F.2d 1073, 1077 (5th Cir.

1990); Cultrona v. Nationwide Life Ins. Co., 748 F.3d 698, 707 (6th Cir. 2014);

Anderson v. Flexel, Inc., 47 F.3d 243 (7th Cir. 1995); Moothart v. Bell, 21 F.3d

1499, 1503 (10th Cir. 1994).

Whether a request provides appropriately clear notice is fact- and context-

specific, based on what a company “knew or should have known” based on the

request. See Kollman, 487 F.3d at 145. For example, the Third Circuit has explained

that it does not suffice for a plan participant to request “all documents of any nature

which relate, reflect or refer” to a benefits decision, because such a generalized

request would not reasonably be interpreted to include the formal documents

25 Case: 18-10449 Date Filed: 03/27/2020 Page: 26 of 39

enumerated under § 1024(b)(4). See id. at 146. Cf. Faircloth, 91 F.3d at 655

(holding that a request for “‘any’ meeting minutes ‘regarding’ [the employee stock

ownership plan] in the last three years” was insufficient because it was “akin to

asking [the administrator] to comb the past three years of trustees’ meeting minutes

to determine if they contained any information that could possibly be encompassed

by [§ 1024(b)(4)]”).

Notwithstanding this limitation to enumerated documents, the residual phrase

in § 1024(b)(4)—“other instruments under which the plan is established or

operated”—appears susceptible to a more expansive interpretation, particularly

because ERISA does not elsewhere define the term “other instruments.” But most

circuits interpret “other instruments” narrowly, explaining that they must be “formal

legal documents” and not merely any documents related to a plan. See Weinstein,

107 F.3d at 142; Faircloth, 91 F.3d at 654; Ames v. Am. Nat. Can Co., 170 F.3d 751,

759 (7th Cir. 1999); Brown v. Am. Life Holdings, Inc., 190 F.3d 856, 861 (8th Cir.

1999); Hughes, 72 F.3d at 690. We adopted this view in Cotton v. Massachusetts

Mut. Life Ins. Co., 402 F.3d 1267, 1275 n.8 (11th Cir. 2005), where we relied on

Faircloth to hold that insurance policy projections were not “other instruments”

under § 1024(b)(4) because they were not “formal or legal documents under which

a plan is set up or managed.”

26 Case: 18-10449 Date Filed: 03/27/2020 Page: 27 of 39

With these principles in mind, we turn to Ms. Williamson’s claims for

document-disclosure penalties. Ms. Williamson argues that Travelport is subject to

penalties based on six written requests. See D.E. 16 at ¶¶ 145, 148 (referring to

written requests appended as D.E. 4-13, 4-16, 4-18, 4-20, 4-22, and 4-34–36).

The first written request to Travelport was an August 21, 2012 e-mail. In this

e-mail Ms. Williamson demanded “ALL of the materials that I have previously

requested” including “every document, plus sworn statements from witnesses with

personal knowledge explaining or supplying facts as to which testimony would be

necessary, which [Travelport] would present in court to prove conclusively the

amount” of Ms. Williamsons’ pension. See D.E. 4-13.

To the extent that this e-mail requested documents specific to Ms.

Williamson’s claim—documents and statements that Travelport “would present in

court to prove” the amount of her benefits—these types of documents are not

enumerated in § 1024(b)(4). Nor do the documents fit under § 1024(b)(4)’s residual

clause—“other instruments under which the plan is established or operated”—

because they are not formal legal instruments governing the plan. They therefore do

not trigger the penalty provision. See Weinstein, 107 F.3d at 143 (holding that §

1024(b)(4) encompasses legal instruments but not all “technical data” potentially

useful to a claimant); Kollman, 487 F.3d at 146 (explaining that a participant’s

27 Case: 18-10449 Date Filed: 03/27/2020 Page: 28 of 39

written request for all claim-specific documents did not put the administrator on

clear notice to disclose documents actually enumerated in § 1024(b)(4)).4

As further evidence that § 1024(b)(4) does not include employee-specific or

claim-specific documents, ERISA elsewhere ensures that employees can access

documents specific to their employment and pensions. For example, § 1059(a)

requires employers, in accordance with Department of Labor regulations, to

“maintain records with respect to each of his employees sufficient to determine the

benefits due or which may become due to such employees,” and requires plan

administrators to “make a report,” as required by Department of Labor regulations,

to employees who request the report. We address below why Ms. Williamson is not

entitled to document-disclosure penalties based on Travelport’s alleged violations of

federal regulations.

Returning to the e-mail dated August 21, 2012, that request also asked for

“all” other materials that Ms. Williamson had “previously requested.” As noted

above, a generalized request such as this does not provide the administrator with

clear notice to disclose documents enumerated in § 1024(b)(4). See Kollman, 487

F.3d at 146 (holding that a request for “all documents of any nature which relate,

4 That these claim-specific documents may ultimately be part of the full administrative record does not mean they are covered by the statutory penalty provision. See Ames, 170 F.3d at 759 (explaining that administrators may be required to produce certain documents during litigation that would not otherwise subject them to statutory penalties under §§ 1132(c) and 1024(b)(4)).

28 Case: 18-10449 Date Filed: 03/27/2020 Page: 29 of 39

reflect or refer” to a benefits decision was insufficient to trigger the penalty

provision).

In some cases, a general written request may suffice to put the administrator

on clear notice based on the facts and circumstances of the case. See id. But

according to the complaint, Ms. Williamson’s only previous request was an oral

request on April 12, 2012. Even assuming that this prior request would have put

Travelport on clear notice to produce certain § 1024(b)(4) documents

(notwithstanding the six-month delay and the fact that she couched her general

request in claim-specific language), Travelport satisfied its obligation by sending her

the then-current SPD and the governing plan seven days after the oral request.

We also conclude that Ms. Williamson’s remaining requests did not trigger

§§ 1132(c) and 1024(b)(4). And even if they had, Travelport provided the requisite

documents according to the complaint.

On October 9, 2012 Ms. Williamson sent an e-mail requesting “[e]arnings”

and “[c]ompensation figures,” including various computations and “underlying”

data specific to her claim. See D.E. 4-16 at 4–5. On May 20, 2014, she requested

by e-mail “the actual records from which Travelport extracted the false numbers it

used to calculate my ‘benefits.’” D.E. 4-20 at 4. On July 9, 2014, she requested “all

documents and records that you claim support any such dispute and that you

reference specifically and all language in the Plan that you contend supports any

29 Case: 18-10449 Date Filed: 03/27/2020 Page: 30 of 39

such dispute.” D.E. 16 at ¶¶ 77-80; D.E. 4-22 at 5. In an April 6, 2016 letter, she

requested, in various iterations, her employment and claim-specific documents—

e.g., “the underlying source document, records and other information relevant to

verifying, by specific month, year, and reason” for Travelport’s calculation of her

benefits, and “ANY records or source material or documents to verify [her] correct

amount of Months of Benefits Service.” D.E. 4-36 at 8. For the reasons stated

above, these claim-specific and employment history document requests do not

trigger the penalty provisions in § 1132(c).

Regarding Ms. Williamson’s request for “all language in the Plan that

[Travelport] contend[s] supports” its position on her claim, this would at most have

put Travelport on notice to provide the governing pension plan or, arguably, the

then-current SPD. According to the complaint, Travelport admittedly provided Ms.

Williamson with the current Legacy Plan and the current SPD, as well as the

administrative worksheet upon which it relied in making its determination. See D.E.

16 at ¶¶ 34, 36; D.E. 4-10. Travelport therefore satisfied all of its disclosure

obligations, and the district court correctly dismissed Ms. Williamson’s claims for

penalties under § 1132(c).

C

We now turn to Ms. Williamson’s argument that Travelport should be liable

under § 1132(c) for violations of § 1059(a) and Department of Labor regulations.

30 Case: 18-10449 Date Filed: 03/27/2020 Page: 31 of 39

Fatal to this argument is that § 1132(c) penalizes violations “under this subchapter,”

and not violations of federal regulations. See Groves v. Modified Ret. Plan for

Hourly Paid Employees of Johns Manville Corp. & Subsidiaries, 803 F.2d 109, 111

(3d Cir. 1986) (holding that the term “this subchapter” in § 1132(c) “refers only to

violations of statutorily imposed obligations, and . . . does not embrace violations of

regulations promulgated pursuant to the statute”).

Furthermore, § 1059(a) does not create a private right of action, but instead

subjects employers and administrators to regulatory fines. See § 1059(b) (“If any

person who is required . . . to furnish information or maintain records for any plan

year fails to comply with such requirement, he shall pay to the Secretary a civil

penalty of $10 for each employee with respect to whom such failure occurs.”). See

also Winfield v. Citibank, N.A., 842 F. Supp. 2d 560, 565–66 (S.D.N.Y. 2012)

(“Courts have interpreted this language to mean that [§ 1059] does not create a

private right of action but instead affords the remedy of a civil penalty to be paid to

the Secretary of Labor.”) (collecting cases). Indeed, we are not aware of any cases

holding that a plan administrator can be liable under § 1132(c) for violations of §

1059(a).5

5 Some courts have held that that if a plaintiff has proven that an employer is liable for delinquent contributions to a trust fund and has failed to keep adequate records under § 1059(a), the burden shifts to the employer to produce evidence that the plaintiff’s calculation of damages was not accurate. See Combs v. King, 764 F.2d 818, 827 (11th Cir. 1985). See also Michigan Laborers’ Health Care Fund v. Grimaldi Concrete, Inc., 30 F.3d 692, 696 (6th Cir. 1994); Brick Masons 31 Case: 18-10449 Date Filed: 03/27/2020 Page: 32 of 39

Even assuming that § 1059(a) could serve as a basis for penalties under

§ 1132(c), there are other problems with Ms. Williamson’s argument. Under

§ 1059(a), employers are required to maintain the type of employment documents

Ms. Williamson seeks, and then “[t]he employer shall furnish to the plan

administrator the information necessary for the administrator to make the reports

required by the preceding sentence.” See also James v. Int’l Painters & Allied

Trades Indus. Pension Plan, 710 F. Supp. 2d 16, 29–30 (D.D.C. 2010) (holding that

a plan and plan administrator were not liable under § 1059(a) for refusing to provide

employment records, as it was the employer’s responsibility to maintain records

under the provision). Like the plaintiffs in James, Ms. Williamson alleges that

Travelport, the plan administrator, and not any of her former employers, “failed to

maintain the records necessary to determine employee benefits.” D.E. 16 at ¶ 149.

V

Ms. Williamson alleges that Travelport breached its fiduciary duty by (1)

failing to warn her that it was not maintaining documents, (2) failing to maintain

documents “relevant to the calculation of benefits for [her],” and (3) failing to

provide documents in accordance with the language of the Legacy Plan that provides

that a participant, after a claim denial, can request and receive “reasonable access to,

Pension Trust v. Industrial Fence & Supply, Inc., 839 F.2d 1333, 1338–39 (9th Cir. 1988). This proposition is not helpful to Ms. Williamson. 32 Case: 18-10449 Date Filed: 03/27/2020 Page: 33 of 39

and copies of, all documents and other information relevant to the claim.”

Accordingly, she seeks “appropriate equitable relief” under § 1132(a)(3).

As relevant here, § 1132(a)(3) permits participants to bring civil actions “to

enjoin any act or practice which violates any provision of this subchapter or the terms

of the plan,” or “to obtain other appropriate equitable relief (i) to redress such

violations or (ii) to enforce any provisions of this subchapter or the terms of the

plan.” The Supreme Court has described this provision as a “safety net, offering

appropriate equitable relief for injuries caused by violations that [§ 1132] does not

elsewhere adequately remedy.” Varity Corp. v. Howe, 516 U.S. 489, 512 (1996).

The relevant question is “whether the plaintiffs also had a cause of action, based on

the same allegations, under [§ 1132(a)(1)(B)] or ERISA’s other more specific

remedial provisions.” Jones v. Am. Gen. Life & Acc. Ins. Co., 370 F.3d 1065, 1073

(11th Cir. 2004). “[W]here Congress elsewhere provided adequate relief for a

beneficiary’s injury, there will likely be no need for further equitable relief, in which

case such relief would not be appropriate.” Ogden v. Blue Bell Creameries U.S.A.,

Inc., 348 F.3d 1284, 1287 (11th Cir. 2003) (quoting Varity, 516 U.S. at 515).

Ms. Williamson does not specify the “appropriate equitable relief” that she

seeks. Assuming she is seeking a recalculation of her benefits, she has an available

remedy under § 1132(a)(1)(B), and therefore cannot assert a claim under §

1132(a)(3).

33 Case: 18-10449 Date Filed: 03/27/2020 Page: 34 of 39

Ms. Williamson argues, however, that her claims for breach of fiduciary based

on improper record-keeping and deficient disclosure are cognizable under

§ 1132(a)(3) because they involve different allegations than her benefits claim under

§ 1132(a)(1)(B). Although this appears true at first glance, courts addressing ERISA

record-keeping claims brought under § 1132(a)(3) “have deemed such claims to be

disguised claims for benefits properly brought under [§ 1132(a)(1)(B)] rather than

claims for equitable relief which may permissibly be brought under [§ 1132(a)(3)].”

Winfield, 842 F. Supp. 2d at 566 (collecting cases).

In Winfield, for example, the plaintiffs sought “equitable relief” requiring the

administrator to provide them extra credits toward their benefits calculation, but

“[t]he logical result of such crediting . . . would be a recalculation of the plaintiffs’

benefits, which, in turn, would result in monetary relief.” Id. Thus, the plaintiffs’

claim was “intertwined” with benefits they sought under the plan and should have

been brought under § 1132(a)(1)(B). See id. We acknowledge that in Winfield, the

plaintiffs specifically alleged that they were seeking a recalculation of benefits,

whereas Ms. Williamson does not specify the relief she seeks. But it appears that

Ms. Williamson is seeking a recalculation of her benefits, for part of her fiduciary

duty claim is based on documents “relevant to the calculation of benefits.” Her

equitable relief claim therefore is “intertwined with,” if not entirely duplicative of,

her benefits claims under § 1132(a)(1)(B).

34 Case: 18-10449 Date Filed: 03/27/2020 Page: 35 of 39

If, on the other hand, Ms. Williamson is seeking compensatory damages for

the alleged breach of a fiduciary duty, such a legal remedy is not available under §

1132(a)(3). See Mertens v. Hewitt Assocs., 508 U.S. 248, 256 (1993) (explaining

that § 1132(a)(3) encompasses “those categories of relief that were typically

available in equity,” such as “injunction, mandamus, and restitution”) (emphasis in

original). Although the Supreme Court has indicated that § 1132(a)(3) relief may

include an equitable lien against “specifically identified funds that remain in the

defendant’s possession or against traceable items that the defendant purchased with

the funds (e.g., identifiable property like a car),” Montanile v. Bd. of Trustees of

Nat’l Elevator Indus. Health Benefit Plan, 136 S. Ct. 651, 658 (2016), Ms.

Williamson does not identify specific property or funds to which she is entitled an

equitable lien.

Assuming Ms. Williamson is not seeking a recalculation of her benefits or

compensatory damages, but instead is seeking injunctive relief to compel Travelport

to warn her about its record-keeping practice, to maintain certain underlying source

documents, or to produce certain documents, then she lacks standing to do so. She

does not allege any facts that show she faces prospective and imminent injuries from

Travelport’s alleged failure to warn, maintain, or provide her underlying

employment records, or that injunctive relief would redress any ongoing or future

injury. See Church v. City of Huntsville, 30 F.3d 1332, 1337 (11th Cir. 1994) (“[A]

35 Case: 18-10449 Date Filed: 03/27/2020 Page: 36 of 39

party has standing to seek injunctive relief only if the party alleges, and ultimately

proves, a real and immediate—as opposed to a merely conjectural or hypothetical—

threat of future injury.”) (emphasis in original).

Perhaps when Travelport first declined to provide her employee-specific

documents and records, Ms. Williamson might have had standing to compel

disclosure of those documents (assuming of course that Travelport had such a

fiduciary duty). But Ms. Williamson alleges that she was able to send her W-2 forms

to Travelport to resolve the final average compensation dispute, so there is no reason

to compel Travelport to now produce documents reflecting her final average

compensation. And any warning at this point would be futile, as Ms. Williamson

already knows that while Travelport maintained and provided her “Pensionable

Earnings History” data and “Total Benefit Service” data, it did not maintain all of

her employee-specific salary records. See D.E. 16 at ¶ 44; D.E. 4-14. As far as her

other claims, to the extent that they require maintenance or disclosure of

administrative documents, we have already remanded for de novo review under the

first step of Blankenship on the full administrative record. Accordingly, there is no

possible prospective injury that equitable relief could remedy, other than the

potential recalculation of Ms. Williamson’s benefits based on new source

documents. We therefore do not need to address whether Ms. Williamson stated a

plausible claim on the merits for breach of fiduciary duty.

36 Case: 18-10449 Date Filed: 03/27/2020 Page: 37 of 39

VI

The district court ruled that an alternative basis for dismissal was that the

complaint was an impermissible shotgun pleading. We disagree.

We have identified four categories of shotgun pleadings, two of which are

relevant here. The first is a complaint with multiple counts where “each count adopts

the allegations of all preceding counts, causing each successive count to carry all

that came before and the last count to be a combination of the entire complaint.” See

Weiland v. Palm Beach Cty. Sheriff’s Office, 792 F.3d 1313, 1321 (11th Cir. 2015).

The second is a complaint “replete with conclusory, vague, and immaterial facts not

obviously connected to any particular cause of action.” Id. Ms. Williamson’s

complaint does not fall under either category.

First, each claim for relief in the complaint does not indiscriminately

incorporate all of the factual allegations set forth in the prior claims for relief. Each

claim incorporates different paragraphs and, thus, “[t]he allegations of each count

are not rolled into every successive count on down the line.” Id. at 1324. Ms.

Williamson’s complaint is therefore not “tantamount to a one-count complaint.”

Turbeville v. Fin. Indus. Regulatory Auth., 874 F.3d 1268, 1275 n.7 (11th Cir. 2017).

Second, although the complaint does include extensive details and factual

allegations regarding the five-year dispute—and perhaps not every detail is entirely

material—most allegations are germane. The lengthy descriptions about the

37 Case: 18-10449 Date Filed: 03/27/2020 Page: 38 of 39

communications between Ms. Williamson and Travelport, for example, are relevant

to her allegation that she made six document requests that Travelport failed to

comply with in violation of § 1132(c). Though that claim ultimately fails, that does

not mean her allegations were irrelevant, and it does not doom the entire complaint.

Similarly, the claim that Travelport miscalculated benefits necessarily involved

extensive details about Ms. Williamson’s employment history, which she needed to

explain to demonstrate her entitlement to additional months-of-service credits. And,

as noted above, the extensive discussion about Travelport’s earlier miscalculation is

relevant insofar as it lends credibility to the allegation that Travelport miscalculated

other aspects of her benefits. Although the facts are voluminous, overall they are

not “conclusory, vague, and immaterial.”

VII

The district court exercised its discretion not to award attorney’s fees under

§ 1132(g)(1) based on its determination that all of Ms. Williamson’s claims should

be dismissed. We reverse that ruling, as we are remanding for further consideration

of Ms. Williamson’s claims for benefits.

VIII

We affirm the dismissal of Ms. Williamson’s claims under §§ 1132(a)(2) and

(c), but reverse the dismissal of Ms. Williamson’s claims for benefits under

38 Case: 18-10449 Date Filed: 03/27/2020 Page: 39 of 39

§ 1132(a)(1)(B) and attorney’s fees under § 1132(g)(1), and remand for further

proceedings consistent with this opinion.

AFFIRMED IN PART, REVERSED IN PART, AND REMANDED.