Main v. American Airlines Inc.

248 F. Supp. 3d 786, 2017 U.S. Dist. LEXIS 96924
CourtDistrict Court, N.D. Texas
DecidedMarch 31, 2017
DocketCivil Action No. 4:16-CV-00473-O
StatusPublished
Cited by13 cases

This text of 248 F. Supp. 3d 786 (Main v. American Airlines Inc.) is published on Counsel Stack Legal Research, covering District Court, N.D. Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Main v. American Airlines Inc., 248 F. Supp. 3d 786, 2017 U.S. Dist. LEXIS 96924 (N.D. Tex. 2017).

Opinion

ORDER

Reed O’Connor, UNITED STATES DISTRICT JUDGE

Before the Court is Defendants American Airlines Inc., the Pension Asset Administration Committee, the Benefits Strategy Committee, the Pension Benefits Administration Committee, and the Employee Benefits Committee’s Motion to Dismiss (ECF No. 37). The Motion has been fully briefed and is ripe for review. Having considered the pleadings, briefing, and applicable law, the Court finds that the Motion should be GRANTED in part and DENIED in part.

I. Background

The following background information is largely taken from Plaintiffs’ Second Amended Complaint (ECF No. 57).1 Plaintiffs bring this putative class-action suit under the Employee Retirement Income Security Act of 1974 (“ERISA”). Second Am. Compl. 1, ECF No. 57. Plaintiffs assert this claim individually and on behalf of the American Airlines, Inc. 401(k) Plan (formerly known as $uper $aver, a 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries) (the “Plan”). Plaintiffs allege that Defendants violated their fiduciary duties of loyalty and prudence imposed by ERISA. See 29 U.S.C. § 1104(a)(1). ■

The Plan is an “employee pension benefit plan” as defined by 29 U.S.C. § 1002(2)(A) and is a “defined contribution plan” as defined by 29 U.S.C. § 1002(34). This type' of defined-contribution plan allows employees to invest a percentage of their1 earnings on a pre-tax basis, with the employer often matching a certain percentage of those contributions.

Plaintiffs allege that American Airlines is a “plan sponsor” as defined by 29 U.S.C. § 1002(16)(B) and that American Airlines is a subsidiary of Airlines Group, Inc., formerly known as AMR Corp. Plaintiffs also allege that American Airlines was a named-' fiduciary under 29 U.S.C. § 1102(a). Plaintiffs further allege that the Pension Asset Administration Committee (“PAAC”) was named fiduciary under 29 U.S.C. § 1102(a) during much of the relevant time period. Plaintiffs next allege that the Benefits Strategy Committee (“BSC”) was a fiduciary under 29 U.S.C. § 1002(21)(A) because it was “responsible for approving material amendments to the Plan, and appointing the members of the PAAC and PBAC.” Second Am. Compl. ¶ 25, ECF No. 57. Plaintiffs allege that the Pension Benefit Administration Committee (“PBAC”) is a fiduciary under 29 U.S.C. § 1002(21)(A) because it was responsible for. the “general operation of the Plan and for the selection of administrative service providers.” Id. ¶26. Plaintiffs also allege that the Employee Benefits Committee [790]*790(“EBC”) is a named fiduciary under 29 U.S.C. § 1102(a) and a fiduciary under 29 U.S.C. § 1002(21)(A). Lastly, Plaintiffs allege that American Beacon is an “investment manager” of the Plan as defined by 29 U.S.C, § 1002(38) and a functional fiduciary under 29 U.S.C. § 1002(21)(A).

Plaintiffs contend that American Airlines had authority to appoint the Plan’s fiduciaries. American Airlines’ CEO appointed the members of the BSC, who would then appoint the PAAC and the PBAC. According to the Second Amended Complaint, American Airlines had the authority to modify the Plan’s management structure at all times. Under, this authority, American Airlines amended the Plan to give control to the EBC.

The core of Plaintiffs’ claims relate to the use of American Beacon Funds in the Plan. AMR Corp., American Airlines’ parent company, created a line- of mutual funds that were managed by another subsidiary of AMR Corp. This fund manager was later renamed American Beacon. Ad-visors, Iiic. in 2005. These mutual funds were then known as American Beacon Funds.

AMR Corp. sold American Beacon Ad-visors, Inc. in' 2008 to Lighthouse Holdings, Inc. As a part of this deal, AMR Corp. received an equity stake in Lighthouse Holdings, Inc. Plaintiffs contend that this sale was premised on American Airlines continued use of American Beacon Funds in the Plan. Although American Airlines employed an independent third party to approve the continued use of American Beacon Funds in the Plan, Plaintiffs allege that this was done merely to- “whitewash” American Airlines’ actions.

Plaintiffs claim that Defendants breached their fiduciary duties because a prudent fiduciary would not retain the American Beacon Funds because (1) American Beacon Funds were more expensive than similar alternatives; (2) American Beacon Funds underperformed compared to other similar investments; and (3)- American Beacon Funds were not included in other 401(k) plans. Plaintiffs also allege that Defendants breached their duty of loyalty by not removing the overly expensive and un-derperforming American Beacon Funds.

In 2015, Lighthouse Holdings, Inc. sold its interest in American Beacon Advisors, Inc. According to Plaintiffs, this eliminated any financial interest American Airlines had in the Plan’s use of American Beacon Funds. Then, later in 2015, the Plan’s fiduciaries removed the American Beacon Funds. And shortly thereafter, the Ameri- ■ can Beacon Funds ceased to exist because, according to Plaintiffs, they were marketplace failures that prudent investors would not choose.

Plaintiffs also bring a claim for failure to monitor fiduciaries against American Airlines and the BSC. According to the Plaintiffs, American. Airlines and the BSC were responsible for appointing members of the PBAC, the PAAC, and the EBC, and thus had a duty to monitor the performance of those fiduciaries.

Defendants American Airlines Inc., the Pension Asset Administration Committee, the Benefits Strategy Committee, the Pension Benefits Administration Committee, and the Employee Benefits Committee now bring this Motion, seeking to have all of Plaintiffs’ claims dismissed.

II. Legal Standard

' Federal Rule of Civil Procedure 8(a) requires a claim for relief to contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). Rule 8 does not require detailed factual allegations, but “it demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation.” Ashcroft v. Iqbal,

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Bluebook (online)
248 F. Supp. 3d 786, 2017 U.S. Dist. LEXIS 96924, Counsel Stack Legal Research, https://law.counselstack.com/opinion/main-v-american-airlines-inc-txnd-2017.