Carol Harley v. Guilio Agostini

413 F.3d 866
CourtCourt of Appeals for the Eighth Circuit
DecidedJune 28, 2005
Docket03-3654, 03-3655
StatusPublished
Cited by1 cases

This text of 413 F.3d 866 (Carol Harley v. Guilio Agostini) is published on Counsel Stack Legal Research, covering Court of Appeals for the Eighth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Carol Harley v. Guilio Agostini, 413 F.3d 866 (8th Cir. 2005).

Opinions

JOHN R. GIBSON, Circuit Judge.

Participants and beneficiaries (hereinafter “Participants”) of a pension plan appeal from the district court’s orders denying their motions to vacate its judgments under Federal Rule of Civil Procedure 60(b). In earlier proceedings, Participants of the Minnesota Mining and Manufacturing Company (“3M”) Employee Retirement Income Plan brought two class actions against 3M and certain of its employees alleging that 3M breached its fiduciary duties under ERISA, the Employee Retirement Income Security Act. The district court1 entered summary judgments for 3M and its employees, and this Court affirmed in a consolidated appeal. Within one year of the filing of this Court’s opinion, the Participants moved for relief from judgment in both related cases under Rule 60(b), on the grounds that 3M obtained the summary judgments through misrepresentations about the Plan’s funding. Participants appealed the district court’s denials of both motions, and the appeals were consolidated. We affirm.

3M sponsors the 3M Employee Retirement Income Plan, a “defined benefit plan” subject to the terms of ERISA. See 29 U.S.C. § 1002(35). As a defined benefit plan, the Plan is obligated to pay a fixed level of benefits to its participants upon retirement. The Plan included thousands of participants and beneficiaries and contained total assets in excess of $4 billion. 3M and its Pension Asset Committee, which directs the investment of Plan assets, are both Plan fiduciaries.

In 1990 the Committee invested $20 million of Plan assets in the Granite Corporation, a hedge fund that invested primarily in collateralized mortgage obligations— fixed income securities that are derived from and secured by pools of private home mortgages. In March 1994, a significant rise in interest rates devastated the value of Granite’s portfolio. At the same time, Granite was severely leveraged and brokerage firms began demanding additional money to serve as margin. Granite was forced to declare bankruptcy and was ultimately liquidated. The Plan lost its entire investment in Granite.

Participants filed suit against 3M in June 1996, alleging that 3M was liable to the Plan under 29 U.S.C. § 1109 for breaching its fiduciary duties. They claimed that 3M failed to investigate Granite adequately before investing, failed to monitor the Granite investment properly, and allowed the Plan to enter into a prohibited performance-based compensation agreement with Granite’s investment ad-visor that created a conflict of interest.

The district court granted 3M summary judgment on the prohibited transaction claim because Participants presented no evidence that the compensation agreement was unreasonable. The district court de[869]*869nied summary judgment on the failure to investigate and monitor claims, indicating that further discovery was needed to determine whether Participants could establish an essential element of their claim — a loss to the Plan. The district court relied on the Supreme Court’s decision in Hughes Aircraft Co. v. Jacobson, 525 U.S. 432, 119 S.Ct. 755, 142 L.Ed.2d 881 (1999), to conclude that participants in defined benefit pension plans have no entitlement to surplus funds. If the Plan had a surplus, Participants would not be able to establish a loss to the Plan. After this ruling, Participants filed the second action asserting the same claims against seven members of the Committee.

After further discovery on the surplus issue, 3M renewed its motion for summary judgment. The parties proposed a number of possible methods for measuring whether the Plan had a surplus. The district court determined that, since “the 3M Plan is a robust, richly-funded, ongoing plan,” it was appropriate to measure surplus according to the Retirement Protection Act of 1994 (“the Act”), rather than under the termination method advocated by Participants. Order of March 29, 2000, slip op. at 18. The Act requires plan sponsors to make contributions when a plan’s “funded current liability percentage” is less than 90%. The funded current liability percentage is calculated by dividing the value of the plan’s assets by the plan’s current liability, using ERISA-man-dated interest rates and mortality tables. Because there was “no dispute that the Plan’s funding has exceeded the 90% threshold every year since the Granite loss,” the court concluded that the Plan was fully funded and therefore the Granite investment caused no loss to the Plan. Id. Participants could not meet an essential element of liability-loss to the Plan-so the court granted 3M’s motion for summary judgment. In a later order, the court dismissed the Participants’ second suit, holding that the claims against the Committee defendants are barred by collateral estoppel.

Participants appealed the summary judgments in both suits to this Court, and we affirmed. Harley v. Minnesota Mining & Mfg. Co., 284 F.3d 901 (8th Cir.2002). On the prohibited transaction claim, we agreed with the district court that Participants presented no evidence that the compensation agreement was unreasonable. On the failure to investigate and monitor claims, we affirmed the district court but disagreed that the Plan suffered no cognizable harm. The Plan’s $20 million investment in Granite became worthless after Granite declared bankruptcy in April 1994, and this constitutes a loss to the Plan according to the plain meaning of section 1109(a).

Instead, we affirmed the dismissal of these claims because Participants lacked standing to bring an action under section 1132(a)(2). Hughes Aircraft made clear that Participants have no claim or entitlement to a defined benefit plan’s surplus. In this case, the Granite loss may have depleted plan assets, but if the remaining assets were more than adequate to pay all accrued or accumulated benefits, any loss was to plan surplus. Because Participants have no claim or entitlement to Plan surplus, “the reality is that a relatively modest loss to Plan surplus is a loss only to 3M, the Plan’s sponsor.” Harley, 284 F.3d at 906. Participants failed to meet their burden of proving the absence of a substantial surplus under any relevant valuation method. Thus, we held that the Granite loss was a loss only to plan surplus, not to Participants, and Participants therefore had not suffered a cognizable harm. Allowing Participants to nonetheless sue under section 1132(a)(2) to recover on behalf of the plan would violate the constitutional [870]*870standing requirement in Article III that a “plaintiff must have suffered an ‘injury in fact.’ ” Id. (quoting Lujan v. Defenders of Wildlife, 504 U.S. 555, 560, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992)). Moreover, granting Participants standing would also violate prudential considerations, since we determined that ERISA’s primary purpose-the protection of individual pension rights-would not be furthered by allowing Participants to pursue these claims. Id. at 907.

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413 F.3d 866, Counsel Stack Legal Research, https://law.counselstack.com/opinion/carol-harley-v-guilio-agostini-ca8-2005.