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Cooper v. Occidental Petroleum Corp.

United States District Court, N.D. Oklahoma

May 1, 2017

(1) CHERYL COOPER and (2) MARILYN WILLIAMS, Plaintiffs,
v.
(1) OCCIDENTAL PETROLEUM CORPORATION, (2) OCCIDENTAL PETROLEUM CORPORATION 2015 SUPPLEMENTARY SEPARATION PLAN, and (3) OCCIDENTAL PETROLEUM CORPORATION EMPLOYEE BENEFITS COMMITTEE, Defendants.

          OPINION AND ORDER

          TERENCE KERN United States District Judge.

         Before the Court is the Motion to Dismiss (Doc. 12) filed by Defendants Occidental Petroleum Corporation (“OPC”), Occidental Petroleum Corporation 2015 Supplementary Separation Plan (“2015 SSP” or “the Plan”), and Occidental Petroleum Corporation Employee Benefits Committee (“Committee”) (collectively, “Defendants”). Defendants filed their motion pursuant to Federal Rule of Civil Procedure 12(b)(6) (“Rule 12(b)(6)”).

         I. Factual Allegations

         Plaintiff Cheryl Cooper (“Cooper”) has been employed with OPC in the Human Resources Department since 2010. Plaintiff Marilyn Williams (“Williams”) was employed with OPC from 2000 until her retirement in January of 2016. Both Cooper and Williams (collectively, “Plaintiffs”) worked for OPC in September 2015, when OPC issued the 2015 SSP. The 2015 SSP provided specified severance payments and benefits to employees who voluntarily elected to separate from OPC and who met specified eligibility criteria. One of the criteria stated that OPC must “determine[] that based on business needs, your separation from employment will result in a position elimination, cost savings, or other operational efficiencies.” (“Criterion 6”) (Mot. to Dismiss, Ex. 1.)[1]

         In order to participate in the 2015 SSP, eligible employees were instructed to execute and return a form (“Acknowledgment Form”) between September 1, 2015 and October 19, 2015 (the “Window”). (Id.) Each Plaintiff received an Acknowledgment Form setting forth the estimated amount of her separation payments and her estimated date of separation from employment. (Resp. to Mot. Ex. 1.) Plaintiffs both completed and returned Acknowledgment Forms within the Window. Several days after the Window closed, Plaintiffs were advised that they were not eligible for the 2015 SSP. Both Plaintiffs later received an email stating that “based on business needs, we are not able to eliminate your position, demonstrate other cost savings or other operational deficiencies.” (Compl. 4-5.) Williams retired from OPC on January 15, 2016, without the benefits of the 2015 SSP. Cooper has continued to work for OPC.

         The 2015 SSP set forth a procedure for employees to appeal a decision denying benefits. Plaintiffs appealed the decisions denying their respective applications for benefits to OPC (as the Plan Sponsor). Both Plaintiffs' appeals were denied. Plaintiffs further appealed the denial of their claims to the Committee. On May 25, 2016, the Committee denied Williams' appeal, and on June 10, 2016, it denied Cooper's appeal.

         On November 15, 2016, Plaintiffs filed a Complaint (Doc. 2) in this Court, asserting claims under the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq. (“ERISA”). Plaintiffs contend the denial of their benefits was based on an interpretation of the Plan that “is arbitrary and capricious and cannot be reconciled with the actual Plan language, ” and that the review of the denial of benefits was not compliant with ERISA. (Compl. 7.) Plaintiffs allege, inter alia, that others within the same department were granted benefits under the 2015 SSP. (Id.) Plaintiffs also allege the language of the Plan was “ambiguous by design and subject to interpretation of OPC and the Committee, ” in violation of ERISA. (Id. 8.) Plaintiffs seek an award of past due benefits; an order enjoining Defendants “from interpreting the Plan in a manner that is consistent with the order of past due benefits”; and an award of reasonable attorney fees, costs, and prejudgment interest pursuant to 29 U.S.C. § 1132(g)(1).

         On December 16, 2016, Defendants filed the pending motion to dismiss. Defendants argue that Plaintiffs have failed to state a claim because they are not “participants or beneficiaries” of the 2015 SSP and therefore lack standing to bring a civil action under ERISA.

         11. Rule 12(b)(6) Standard

         In considering a motion to dismiss under Rule 12(b)(6), a court must determine whether a plaintiff has stated a claim upon which relief can be granted. To survive a Rule 12(b)(6) motion to dismiss, a complaint must contain “enough facts to state a claim to relief that is plausible on its face.” Ridge at Red Hawk, LLC v. Schneider, 493 F.3d 1174, 1177 (10th Cir. 2007) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007) (internal quotation marks omitted). “[T]he mere metaphysical possibility that some plaintiff could prove some set of facts in support of the pleaded claims is insufficient; the complaint must give the court reason to believe that this plaintiff has a reasonable likelihood of mustering factual support for these claims.” Id. (emphasis in original). The Tenth Circuit has interpreted “plausible, ” as used by the United States Supreme Court in Twombly, to “refer to the scope of the allegations in a complaint” rather than to mean “likely to be true.” Robbins v. Okla., ex rel. Dep't of Human Servs., 519 F.3d 1242, 1247 (10th Cir. 2008). “The allegations must be enough that, if assumed to be true, the plaintiff plausibly (not just speculatively) has a claim for relief.” Id.

         III. Analysis

         Plaintiffs have asserted claims pursuant to ERISA as “eligible employees, participants and beneficiaries” of the 2015 SSP. (Compl. 7.) Defendants contend Plaintiffs were not participants in the 2015 SSP because OPC determined that Plaintiffs' separation would not result in “a position elimination, cost savings, or other operational efficiencies, ” and therefore they did not satisfy Criterion 6. (Mot. to Dismiss 4-5). Defendants have not challenged the Court's jurisdiction over Plaintiffs' ERISA claims. Nor do they contend Plaintiffs lack standing under Article III of the United States Constitution. Rather, Defendants argue that because Plaintiffs “were not and cannot become participants in the 2015 SSP, ” the Complaint fails to state a claim upon which relief can be granted pursuant to Rule 12(b)(6).[2]

         ERISA permits a “participant or beneficiary” to bring a civil action (1) “to recover benefits due to him under the terms of his plan, to enforce his rights under the terms of the plan, or to clarify his rights to future benefits under the terms of the plan, ” 29 U.S.C. § 1132(a)(1)(B); and (2) for relief under 29 U.S.C. § 1109 due to breach of fiduciary duty, 29 U.S.C. § 1132(a)(2). “To be a ‘participant, ' a plaintiff must either be (1) an employee in, or reasonably expected to be in, currently covered employment; (2) a former employee with a reasonable expectation of returning to covered employment; (3) a former employee with a colorable claim that he will prevail in a suit for benefits; or (4) a former employee with a colorable claim that eligibility requirements will be fulfilled in the future.” Alexander, 990 F.2d at 539 (citing Firestone Tire & Rubber Co., 489 U.S. 101, 117-18 (1989)). Standing is to be determined as of the time the complaint was filed. See Hansen v. Harper Excavating, Inc., 641 F.3d 1216, 1223 (10th Cir. 2011).

         To determine whether Cooper and Williams are entitled to bring claims under ERISA, the Court must first determine under which category each Plaintiff claims to be a “participant.” While Cooper remains employed with OPC, Williams retired from OPC in 2016. However, Plaintiffs make no distinction in their standing arguments based on Cooper and Williams' current employment status. Rather, each Plaintiff claims to be a “former employee with a colorable claim that [she] will prevail in a suit for benefits” under the 2015 SSP.[3] Plaintiffs contend they both met the eligibility criteria stated in the Plan, but the language was “interpreted in an arbitrary and capricious manner” to exclude them. (Resp. to Mot. to Dismiss 8.) Plaintiffs also allege standing as participants “on the basis of a breach of fiduciary duty when OPC determined they were not eligible for these benefits.” (Id.) Defendants agree that for purposes of determining whether Cooper has a colorable claim, she should also be treated as a former employee because the 2015 SSP “was a ‘window plan, '” and the window for participation “closed in 2015 and ...


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