Otto v. Variable Annuity Life Insurance

134 F.3d 841, 1998 U.S. App. LEXIS 699, 1998 WL 13232
CourtCourt of Appeals for the Seventh Circuit
DecidedJanuary 16, 1998
DocketNo. 96-2107
StatusPublished
Cited by2 cases

This text of 134 F.3d 841 (Otto v. Variable Annuity Life Insurance) is published on Counsel Stack Legal Research, covering Court of Appeals for the Seventh Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Otto v. Variable Annuity Life Insurance, 134 F.3d 841, 1998 U.S. App. LEXIS 699, 1998 WL 13232 (7th Cir. 1998).

Opinion

RIPPLE, Circuit Judge.

This successive appeal concerns retirement investments made by employees of various non-profit entities through an investment program with Variable Life Insurance Corporation (“VALIC”). After this court remanded certain matters to the district court in Otto v. Variable Life Insurance Company, 814 F.2d 1127 (7th Cir.1987), cert. denied, 486 U.S. 1026, 108 S.Ct. 2004, 100 L.Ed.2d 235 (1988), this case went to trial on two primary claims, an allegation that various defendants violated securities laws and an allegation that various defendants had breached contracts with the plaintiff class. At the close of the plaintiffs’ case, judgment was entered in favor of all defendants with the exception of VALIC. The jury returned a verdict in favor of VALIC on both of the claims, and judgment subsequently was entered on that verdict. Ms. Otto now appeals from the entry of judgment on the verdict in favor of VALIC and from the entry of judgment in favor of the Variable Annuity Marketing Company (“VAMCO”), a subsidiary of VALIC and one of the corporate defendants in whose favor judgment was entered at the close of Ms. Otto’s case. For the reasons set forth in this opinion, we affirm the decisions of the district court.

I

BACKGROUND

A. Facts

This dispute centers on the rates of return that allegedly should have been available to all investors on funds deposited in retirement accounts operated by VALIC and on disclosures that allegedly should have been made, but were not, with regard to VALIC’s methods for crediting those accounts with certain periodic interest awards. Beverly Otto brought this action on behalf of herself and a class of similarly situated Illinois residents1 who participated in VALIC’s fixed annuity program between October 17, 1975, and August 2,1982 (the “class period”). VALIC is a life insurance company formed under the laws of the State of Texas that sells annuity products through its group annuity program to employees of various non-profit entities, such as school districts and hospitals.

[844]*8441. Group Contract and Investment Overview

In March 1968, VALIC entered into a group unit purchase (“GUP”) contract with Ms. Otto’s employer, the Maine Township High School District #207. This contract, similar to others executed by VALIC, was the vehicle through which VALIC offered its annuity investments to the employees of school district #207. In 1975, Ms. Otto, a teacher in district #207, obtained a list of annuity companies that had signed group agreements with her employer. One of the companies on the list was VALIC. After receiving information from several of the companies, Ms. Otto chose to invest with VALIC.

Under the terms of the GUP contract, participants in VALIC’s investment program had two different investment accounts from which to choose. Participants were provided the option to invest funds in a “Fixed Dollar Annuity” account or in a ‘Variable Annuity” account according to whatever allocation method they chose. For instance, participants could invest all funds in one or the other account, or they could divide the funds between the two. The program participants were also permitted to transfer all or any portion of the funds in one account'over to the other. As the names of the. accounts suggest, VALIC invested the participants’ funds in different types of financial instruments; consequently, the accounts had different risk and return characteristics. The investors’ funds placed in the variable account were aggregated by VALIC in a separate account and were invested principally in common stocks and other equity investments. Therefore, the rates of return on the retirement monies invested in the variable account fluctuated with the market. VALIC made no guarantee with respect to the returns available on funds invested in the variable account or even with respect to the principal; the program participants bore the risk exclusively. As a result, the variable account was registered as a security and VALIC issued annual prospectuses describing it.

In contrast, retirement funds invested in the fixed account went into VALIC’s general account and were invested primarily in low-risk, long-term debt instruments. The terms of the GUP contract provided that the principal invested in the fixed account was guaranteed by VALIC. VALIC also guaranteed a 4% return on all funds deposited in the fixed account.2 Once interest was credited to the account, it became principal, and the 4% was guaranteed on that new combined amount. VALIC also regularly awarded “excess interest” on funds in the fixed account in addition to the guaranteed rate. The GUP contract indicates that whether such excess interest was to be awarded was completely within the discretion of VALIC’s Board of Directors.3

2. Interest Crediting Methods

The method utilized by VALIC to calculate and to award excess interest on funds in the fixed account and the company’s alleged failure to disclose to program participants what, method was being employed have been significant issues in this litigation. Historically, VALIC has employed one of two methods for calculating the amount and timing of interest awards: the “banding” or “new money” method; and the “portfolio” method. Under the banding method, VALIC declared an interest rate that was available for funds invested during a particular period. That specific interest rate was applied only to, and was indefinitely guaranteed for, funds that were invested in the fixed account during that period. The funds invested during the relevant period, therefore, were “banded” to the declared current rate of interest,4 irrespective of subsequent interest rate changes.

This banding method allowed VALIC to provide a current rate of interest that re-[845]*845fleeted the rate of return that the company was realizing on the funds as it reinvested them for that period. Therefore, in periods of rising interest rates, VALIC was able to provide increased current rates by increasing the excess interest awards on the fixed account investments because VALIC was realizing higher returns on the more recently reinvested funds. An employee’s paycheck contribution to the fixed account was treated as a new investment at the time it was contributed, and that investment was banded to the current rate that applied to that period.

In contrast, under the portfolio method of awarding interest, VALIC would pay a single rate of interest on all deposited funds regardless when the funds were invested. When a new rate of interest was declared, that rate then would apply to all funds presently invested without regard to when they were invested. These portfolio rates of interest therefore are generally less reflective of increasing or decreasing returns realized by an investment company in a given period because the interest rates awarded are based on the average rates of return realized across all investments held by the company, not just on the rates realized on the more recent investments as with the banding method. Consequently, current rates of interest awarded under a portfolio method do not rise as fast as current rates under the banding method in times of generally increasing interest rates.

VALIC employed the portfolio method to award interest on fixed account funds under the GUP contract from 1968 until 1972.

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134 F.3d 841, 1998 U.S. App. LEXIS 699, 1998 WL 13232, Counsel Stack Legal Research, https://law.counselstack.com/opinion/otto-v-variable-annuity-life-insurance-ca7-1998.