Romano v. John Hancock Life Ins. Co. U.S., No. 22-12366, __ F. 4th __, 2024 WL 4614701 (11th Cir. Oct. 30, 2024) (Before Circuit Judges Jordan, Brasher, and Abudu)

The earliest usage of the word “windfall” traces back to the 15^th century, and its original meaning referred, as the name suggests, to fruit windblown from trees resulting in an unexpected treat for the people below. The most recent usage, at least in ERISA-world, comes from this week’s Eleventh Circuit decision in Romano v. John Hancock, where the court was careful not to grant the plaintiffs any unexpected good fortune.

Tellingly, the Eleventh Circuit began its decision as follows: “The aim of ERISA is ‘to make the plaintiffs whole, but not to give them a windfall.’” What constitutes make-whole relief is in the eye of the beholder, and boils down to a question over what assets belong to a plan.

This certified class action was filed by trustees of a 401(k) plan, plaintiffs Eric and Todd Romano, who brought their ERISA lawsuit against John Hancock Life Insurance Company alleging claims for breaches of fiduciary duties and prohibited transactions.

The Romanos purchased a group variable annuity contract from John Hancock to perform administrative, recordkeeping, and investment services for their plan. The setup of the plan’s operation is a bit tricky, but hang with us, because this will be important later. John Hancock referred to accounts like the one it had with the Romanos as separate accounts, administered, managed, and owned by John Hancock “not chargeable with any of John Hancock’s liabilities outside the group annuity contracts and recordkeeping agreements.” These separate accounts were divided into sub-accounts made up of corresponding mutual funds and other types of investment options.

Under this arrangement, John Hancock pooled the combined contributions of the sub-accounts and then functioned as a single shareholder buying and selling investments. Central here are John Hancock’s heavy investments in stocks and securities of foreign companies. These investments receive foreign tax credits, the benefit of which was reaped by John Hancock alone.

It’s worth taking a step back to discuss what foreign tax credits are. Foreign tax credits come into play when an individual or institution pays taxes twice on the same income or asset, once in the form of foreign taxes to a foreign country and once in the form of U.S. taxes to the U.S. government. When this happens, the I.R.S. credits back some amount of money for those taxes, lowering the U.S. tax liability.

Plaintiffs’ theory of their action was that John Hancock breached its duty of loyalty by receiving the foreign tax credits and not passing them on to the plans in any way, resulting in a reduction in the value of the plans’ assets. Plaintiffs highlighted that none of the contract terms disclosed that John Hancock was profiting from these foreign tax credits from the shares owned in the separate accounts. By not passing through the benefit of the foreign tax credits to the plans, which are bearing the costs of the double taxes, plaintiffs alleged that John Hancock entered into a prohibited transaction.

We’re talking about a lot of money here. According to the Romanos, John Hancock reaped a benefit in excess of $100 million in foreign tax credits during a six-year period alone. Talk about a windfall.

Your ERISA Watch has been covering this case since its inception. We’ve even featured it as our case of the week, in our March 24, 2021 edition, where we discussed the court’s denial of John Hancock’s motion to strike plaintiffs’ jury request. After that, we covered the court’s January 14, 2022 order granting class certification in our January 19, 2022 edition, where the court certified a class of similarly situated trustees of defined contribution pension plans with which John Hancock had group annuity contracts that had assets through which John Hancock received foreign tax credits. And of course, most recently, we reported on the court’s decision entering summary judgment in favor of John Hancock in our May 18, 2022 newsletter.

In that decision, the district court made three important holdings. First, the court held that under the terms of the variable annuity contracts, and more broadly under ERISA, John Hancock was under no obligation to provide its customers with rebates for the foreign tax credits.

Second, the court found that John Hancock was not acting as a fiduciary when administering the separate accounts for the retirement plan investments or when it was preparing its taxes and applying for the foreign tax credits from the government.

Third, the court agreed with John Hancock that the foreign tax credits were not plan assets that are owned by the plans under the ordinary notions of property law.

In addition, the court concluded that John Hancock did not act disloyally, and that it did not use any actual plan assets contrary to the direction of the trustees. Thus, the court stated, “John Hancock’s actions did not deprive [the plans] of any contractually-required benefit.” Under this same logic, plaintiffs’ prohibited transaction claim fell apart too. Finally, the district court ruled that the class failed to establish loss causation and therefore lacked Article III standing.

Plaintiffs appealed, and now we finally get to the present decision, no more favorable to them than the district court’s decision. Adopting the logic of the lower court, with a notable exception on standing, the Eleventh Circuit affirmed the lower court’s holding that John Hancock was not acting as an ERISA fiduciary with regard to the conduct at issue. The court of appeals spent the next 30-ish pages explaining why the defined contribution plans were “not entitled to the value of the foreign tax credits,” and why in its view “[t]o rule otherwise would provide them a windfall.”

Before getting to the heart of its decision, the Eleventh Circuit briefly stated that it was declining to reach John Hancock’s cross-appeal of the district court’s order denying its motion to strike the Romanos’ jury demand on behalf of the class.

It then turned to its threshold jurisdictional discussion of constitutional standing, the one bright spot for plaintiffs. Unlike the district court, the appeals court concluded that plaintiffs “satisfied the injury-in-fact, causation, and redressability requirements of standing at the summary judgment phase.” The court of appeals stated that the district court erred by confusing questions on the merits with its assessment of standing and that it therefore improperly “ruled – after a full decision on the merits of the claims – that the Romanos (and therefore the class) had not shown an injury attributable to John Hancock’s use of the foreign tax credits. This was because the Romano Law Plan could not use the foreign tax credits (as a tax-exempt plan) and because the Plan’s ‘contractual entitlement was to assets valued using a mutual fund’s [net asset value,]’ which was determined net of any foreign taxes… Accordingly, the district court ruled that the Romans and the class ‘have no standing to seek any monetary relief because they have not incurred a redressable injury.”

To the Eleventh Circuit, the district court had identified a weakness on the merits, not the absence of constitutional standing. In contrast, the Eleventh Circuit concluded that the legal theories and allegations in the complaint demonstrated all three prongs of Article III standing to bring the lawsuit. The court of appeals stressed that the class is not required to succeed on their causes of action in order to have standing, and that to “rule otherwise would allow a merits decision to swallow the antecedent matter of standing.” Therefore, the court of appeals reversed the lower court’s holding conflating the merits of the ERISA claims with the standing of the class to bring those claims.

However, when it came time to test the sufficiency and validity of the class’s legal theories on the merits, the Eleventh Circuit was in lockstep with the district court. The court of appeals tackled the same three issues as the district court: (1) fiduciary status; (2) plan assets; and (3) the language in the group annuity contract and recordkeeping agreement.

Much like the district court, the appeals court agreed that John Hancock was not functioning as an ERISA fiduciary for the challenged conduct relating to the application and retention of the foreign tax credits. The Eleventh Circuit considered the pooling of the sub-account assets significant, because, under this arrangement the tax credits “were inalienable and were ‘owned’ by John Hancock as the legal and taxable owner of the shares of the mutual funds in the separate accounts. Nor were the foreign tax credits held in trust for the benefit of the Romano Law Plan. They were simply tax benefits offered by the Internal Revenue Code. That foreign tax credits were the result of the foreign taxes on certain funds did not make them assets of a 401(k) plan offered and serviced by John Hancock.”

The Eleventh Circuit elaborated that ordinary notions of property rights do not suggest that the foreign tax credits John Hancock obtained and then retained were plan assets under ERISA. The court stated that plaintiffs did not have any beneficial ownership in them. To the court, the language of the group annuity contract could not be read to include Hancock’s corporate foreign tax credits as part of the subsection discussing revenue sharing, which states that “in the case of an underlying mutual fund, trust, or portfolio attributed with [John Hancock], credits received by [John Hancock] that are attributable to the investment management fees paid to affiliates of [John Hancock] by such underlying investment vehicle” will be subject to revenue sharing. This was so, the court posited, because, read as a whole, “credits” in the contract could only encompass direct credits attributable to investment management fees paid to John Hancock by any underlying investment vehicle, but not indirect, and ultimately incidental, foreign tax credits. It was unfortunate but not significant, the Eleventh Circuit said, that foreign tax credits includes “the coincidental usage of the word ‘credit.’”

Moving on, the Eleventh Circuit rejected the Romanos’ “superficially convincing” argument that John Hancock functioned as an ERISA fiduciary when it exercised discretionary authority and retained the foreign tax credits. The Romanos argued that the 401(k) plans were the ones truly bearing the cost of paying the foreign taxes, and that without the pooled plans paying these amounts John Hancock would never have been able to receive the credits which arose directly from its role managing the ERISA plans. Here, the Eleventh Circuit played an ERISA fiduciary hat magic trick. It reasoned that “the source” of the decision making mattered in this context, and the ultimate source of the investment vehicle decisions was none other than plans and their participants. “And John Hancock also has no control over whether it is required to include the foreign taxes as grossed-up income on its U.S. taxes returns; the mutual funds make that decision.” In this roundabout way, the Eleventh Circuit determined that the Romanos’ choice of foreign investments was actually the source of the foreign tax credits, “not John Hancock’s management of the separate accounts.”  

The decision closed with one final discussion. The Romanos argued that John Hancock became a fiduciary as to the foreign tax credits because their agreements with John Hancock never explicitly authorized John Hancock to retain the credits, essentially arguing that “once the foreign tax credits become available to John Hancock, it had discretion to give the plans a commensurate money benefit – and that discretion operated to create fiduciary status over retention of the credits.” The Eleventh Circuit did not like this idea. It flat-out declined to create a new fiduciary status “based on non-existent contractual provisions about non-plan assets. We agree with the district court that the application of foreign tax credits on its own tax filings did not give John Hancock discretion over plan management.”

To the Eleventh Circuit then, in accord with the district court, John Hancock simply never was an ERISA fiduciary when it sought, obtained, or kept those foreign tax credits. Because fiduciary status is a prerequisite to both the fiduciary breach and prohibited transaction claims the Romanos’ action fell apart, and the Eleventh Circuit accordingly affirmed the grant of summary judgment in favor of John Hancock on the merits.

At the end of the day, the wind is beyond our control; whether it favors you or not is down to luck. But that may be another metaphor for another day.

Finally, we here at Your ERISA Watch were inspired by the eponymous defendant this week – Jonn Hancock – to take a moment to acknowledge the news everyone is truly paying attention to today – the results of the 2024 United States election. It was the original John Hancock who said that he was “a friend to righteous government, to a government founded upon the principles of reason and justice,” that we should all avow “eternal enmity to tyranny,” and there are “important consequences to the American States from this Declaration of Independence, considered as the ground and foundation of a future government.” Whatever the results, let us all pay heed to Mr. Hancock, put aside our differences, “hang together,” reject tyranny, and honor those ideals of reason and justice.

Below is a summary of this past week’s notable ERISA decisions by subject matter and jurisdiction.

Breach of Fiduciary Duty

Fifth Circuit

Quigley v. ConocoPhillips Co., No. Civil Action H-24-0508, 2024 WL 4648007 (S.D. Tex. Oct. 31, 2024) (Judge Sim Lake). This case involves a plan investment in the stock of a single non-employer company, Phillips 66 Company, Inc., retained after a spinoff between Phillips 66 and defendant ConocoPhillips Company, which was then frozen to new investment. Because the funds were not qualified employer securities, they were not exempted from the duties of diversification. Participants in the ConocoPhillips Savings Plan post-spin who had Phillips 66 stock were free to sell their investments at any time and reinvest in other funds. ConocoPhillips warned plan participants about the risks of undiversified investments to some extent too. Nevertheless, plan participants were harmed by this overconcentration and continued investment in the Phillips 66 Funds. By failing to liquidate the Funds’ substantial holdings in Phillips 66 common stock, the fiduciaries subjected the ConocoPhillips Savings Plan and its participants to risks associated with being too heavily invested in one industry, in one company. This has led to ERISA litigation, and not just once. Going back several years, we arrive at a nearly identical lawsuit to the present action, Schweitzer ex rel. Phillips 66 Savings Plan v. Investment Committee of Phillips 66 Savings Plan, 312 F. Supp. 3d 608 (S.D. Tex. 2018). The two cases involve the same types of claims and concern the same retention of the legacy Phillips 66 stock in the ConocoPhillips Plan. In many ways, this action was doomed from the start because of the previous suit. In Schweitzer the district court held that plaintiffs failed to state their claims because defendants did not mandate retention of Phillips 66 stock, they affirmatively informed participants of potential risks associated with retaining too much of that one stock, and under the Supreme Court’s decision in Fifth Third Bancorp v. Dudenhoeffer, “where a stock is publicly traded, allegations that a fiduciary should have recognized from publicly available information alone that the market was over- or undervaluing the stock are implausible as a general rule, at least in the absence of special circumstances.” The district court’s dismissal of the fiduciary breach, prohibited transaction, and failure to diversify claims in Schweitzer were affirmed wholeheartedly by the Fifth Circuit, and the Supreme Court then denied certiorari. Given Schweitzer, it was all but inevitable that defendants’ motion to dismiss this almost indistinguishable lawsuit would be successful, as the plaintiffs themselves conceded that Schweitzer controls the court’s analysis of their claims. Instead of attacking Schweitzer or trying to get around its holdings, plaintiffs unsuccessfully argued that some of the Fifth Circuit’s rationale in Schweitzer was in direct conflict with the Supreme Court’s more recent ruling in Hughes v. Northwestern Univ., 142 S. Ct. 737 (2022). The court was not at all convinced. To the contrary, the court read the two decisions as in accord on the basic principle that duty of prudence claims require a “context-specific analysis,” and in Schweitzer the court concluded that the Fifth Circuit did exactly that. Furthermore, the court differentiated the facts in the present situation with those of a somewhat similar case from the Fourth Circuit wherein that court reached a different result. “In addition to being non-binding on this court, Stegemann involved allegations that are distinguishable from the allegations in this case.” In particular, the court noted that the Stegemann case required all outstanding investments in that single-stock fund be liquidated and reinvested in a manner entirely controlled by that plan’s terms. In addition, the Stegemann plan’s fiduciaries were warned about the stock and during their period of inaction the stock price fell dramatically. Those facts were not present here. Plaintiffs also insisted that the issues with the ConocoPhillips Plan and the Phillips 66 stock persist to this day and that defendants have failed in their continuing duty to monitor and improve the situation. But the court rejected this argument too. The court broadly stressed that the Schweitzer court rejected a nearly identical claim relating to this procedural duty of prudence and thus stated that “Plaintiffs’ claim here fails for the same reason.” Finally, the court ruled that plaintiffs’ continuing duty to monitor claims were time-barred by ERISA’s statute of repose. “Plaintiffs’ argument that their breach of fiduciary duty claims are not barred by ERISA’s statute of repose because they ‘repeatedly alleged that Defendants breached their ongoing duty to monitor invest options and remove imprudent ones’ overlooks Plaintiffs’ concession that their breach of prudence claim premised on these allegations is foreclosed by Schweitzer. Plaintiffs cannot rely on a claim they concede is subject to dismissal for failure to state a claim to show that a related claim is not time barred.” To the court then, plaintiffs’ continuing duty to monitor claims were truly dependent “on acts or omissions that occurred more than six years before they filed suit.” The court therefore found the imprudence claims untimely, separate and apart from their other shortcomings. For these reasons, defendants’ motion to dismiss was granted, and plaintiffs’ claims were dismissed with prejudice under Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim upon which relief may be granted.

Disability Benefit Claims

First Circuit

Shea v. Unum Life Ins. Co. of Am., No. 24-cv-10402-ADB, 2024 WL 4593525 (D. Mass. Oct. 28, 2024) (Judge Allison D. Burroughs). Plaintiff Mary Shea brought this ERISA long-term disability benefit action against Unum Life Insurance Company of America, Unum Group, Massachusetts General Brigham, Inc., and the Massachusetts General Hospital Long Term Disability Wrap Plan. The Unum defendants moved to dismiss the claims asserted against them. As a preliminary matter, the court took judicial notice of both the Summary Plan Description (“SPD”) and the Administrative Services Agreement (“ASO”) between the Plan and Unum. Ms. Shea argued that the court should not consider the terms of the ASO because it is not incorporated by reference in her complaint. Nevertheless, the court decided that it would consider the document because Ms. Shea cited the ASO extensively in her opposition brief and because she did not challenge its authenticity. Under the plain language of these two documents the court found that the Plan does not confer any discretion on Unum to determine eligibility for benefits or interpret plan terms, and that Unum’s sole function was to provide “claims processing services.” Importantly, the ASO expressly states that Massachusetts General Brigham retains final authority to authorize or deny benefit payments under the Plan. Taken together, the court concluded that these facts cut against a finding that Unum functioned as a fiduciary, exercised any discretion, or performed anything beyond “‘nondiscretionary administrative functions,’ which are insufficient to confer fiduciary status.” The court also briefly noted that it would not look beyond the allegations of the complaint to any facts Ms. Shea alleged for the first time in her moving papers. The court expressed that when it looked solely at the allegations in the complaint, even when it construed those allegations in the light most favorable to Ms. Shea, it could not find that Unum was either a named or functional fiduciary with respect to her benefit claim. Therefore, the court agreed with Unum that Ms. Shea could not sustain her action against it. Accordingly, the court granted the Unum defendants’ motion to dismiss. However, the court’s dismissal was without prejudice should Ms. Shea wish to amend her complaint.

Exhaustion of Administrative Remedies

Tenth Circuit

Paul C. v. Aetna Life Ins. Co., No. 1:24-cv-78-RJS-JCB, 2024 WL 4593732 (D. Utah Oct. 28, 2024) (Judge Robert J. Shelby). This action concerns a dispute over healthcare coverage for inpatient mental health treatment at two residential facilities: Elements Wilderness Program and Catalyst Residential Treatment Center. Plaintiffs assert two causes of action against Aetna Life Insurance Company and the Marsh & McLennan Aetna Medical Plan under ERISA: a claim for wrongful denial of benefits and a claim for equitable relief for violation of the Mental Health Parity and Addiction Equity Act. Defendants seek dismissal with prejudice of the claims as they relate to plaintiff F.C.’s treatment at Elements Wilderness Program because plaintiffs failed to exhaust administrative remedies prior to bringing these claims. Plaintiffs concede that they did not exhaust the administrative appeals processes with respect to their Elements facility claims and therefore did not oppose defendants’ motion to dismiss them, so long as dismissal was limited to the services provided at Elements. In this decision, the court formalized the parties’ essentially agreed-upon partial dismissal, and granted defendants’ motion accordingly.

Life Insurance & AD&D Benefit Claims

Third Circuit

Justman v. Accenture LLP, No. 24-4107, 2024 WL 4631646 (E.D. Pa. Oct. 30, 2024) (Judge Mark A. Kearney). The diffusion of responsibility and the opaque nature of the control of many ERISA plans continues to create problems and cause confusion for district courts. These courts are forced to wrestle with the question of who has the ultimate responsibility for benefit decisions and what entity or entities are handling the claims under the plan. In this decision the district court dismissed a widower’s claims against his deceased wife’s employer, without prejudice, after it concluded that the insurer who denied the accidental death and dismemberment benefits was the only proper defendant, and not also the employer who delegated that authority to the insurer. The widower, plaintiff Mark Justman, filed a claim for accidental death benefits under the Accenture LLP Plan after his wife Karen tragically and unexpectedly died from septic shock caused by a bacterial infection from consuming raw oysters. The designated claims administrator, defendant Prudential Insurance Company of America, denied the claim for basic and optional accidental group life benefits, concluding that Ms. Justman died from a “medical illness and/or sickness,” not from a covered “accidental injury.” In his action Mr. Justman sued both Prudential and Accenture for wrongful denial of benefits under ERISA Section 502(a)(1)(B). In addition, Mr. Justman also asserted a claim of breach of fiduciary duty against Accenture. Accenture successfully moved for dismissal of the claims against it here. Accenture argued that the summary plan descriptions are not plan documents, as the Supreme Court firmly established in Cigna v. Amara, and pursuant to the unambiguous language of the only plan document, the group policy of insurance, Prudential is the sole authority with the power to administer claims and pay or deny benefits, not Accenture. The court agreed, latching onto the fact that Mr. Justman’s “only argument against dismissal of his [benefit] claim against Accenture is based on the language of the summary plan description,” which are not the terms of the plan. Furthermore, the court rejected Mr. Justman’s attempt to distinguish the Accenture plan’s language from plan language in the First Circuit’s decision in Evans v. Employee Benefit Plan, Camp Dresser & McKee Inc., which the court of appeals found clearly established that the insurance company, not the employer, had discretion to interpret terms, administer benefits, and determine eligibility. In addition, Mr. Justman argued that Evans was decided at the summary judgment stage, not the motion to dismiss stage, and that he should be permitted the opportunity to take discovery on Accenture’s role in making benefit determinations. The court acknowledged that this was a strong argument, but found that it ultimately could “not carry the day for Mr. Justman given his sworn allegations.” Accordingly, the court granted the motion to dismiss the benefit claim as asserted against the employer. The court also determined that the complaint failed to state a breach of fiduciary duty misrepresentation claim against Accenture. It ruled that Mr. Justman’s current allegations that either “Accenture’s [summary plan descriptions] are inaccurate and misleading, or [Mr. Justman’s] claim for accidental life insurance benefits should have been approved by Accenture,” fell short of the elements necessary to state a plausible claim of this type. Should he wish to amend, the court instructed Mr. Justman to allege that Accenture, acting in a fiduciary capacity, either made an affirmative misrepresentation or failed to provide accurate information to him, that these misrepresentations or inadequate disclosures were material, and that he detrimentally relied on them. Of course, the silver lining for Mr. Justman was that the entirety of the court’s dismissal was without prejudice. Thus, Mr. Justman may yet replead his allegations, should he choose to do so, to allege facts allowing the court to plausibly infer a claim or claims against his wife’s former employer. Regardless, Mr. Justman will maintain a viable benefit claim against Prudential, and that may be enough for him. Stay tuned to find out.

Pleading Issues & Procedure

Second Circuit

Board of Trs. of the AGMA Health Fund v. Aetna Life Ins. Co., No. 24-CV-5168 (RA), 2024 WL 4604618 (S.D.N.Y. Oct. 28, 2024) (Judge Ronnie Abrams). A few weeks ago, in our October 16, 2024 newsletter, Your ERISA Watch summarized this court’s order deferring judgment on defendant Aetna Life Insurance Company’s motion to seal the Master Services Agreement executed between it and the plaintiff, Board of Trustees of the AGMA Health Fund. In that order, the court determined that the Master Services Agreement is a judicial document, one which is central to the legal claims at issue, and that the strong common law presumption of access to judicial documents counseled against sealing it. Fast forward three weeks, and in this decision the court conclusively granted Aetna’s motion to seal the Master Services Agreement and file a redacted version in its place. The court overcame its earlier hesitation, swayed by defendant’s supplemental briefing which persuaded it “that the weight of the presumption of access is low regarding the specific information that Defendant seeks to redact.” Specifically, the only information Aetna is seeking to redact are the rates that plaintiff agreed to pay for management of medical services and prescription drug services. The court emphasized that this fiduciary breach action “does not involve a dispute concerning those rates,” and the material Aetna seeks to seal therefore doesn’t bear on plaintiff’s claims. Rather, those claims revolve around allegations that Aetna is failing to timely pay benefit claims for plan participants and beneficiaries, “thereby causing the denial of Plaintiff’s stop-loss insurance coverage…The material that Defendant seeks to redact is therefore ‘largely collateral to the factual and legal issues central to the resolution’ of this case.” The court was also sympathetic to the fact that the rates Aetna is interested in protecting are “commercially sensitive information,” the disclosure of which could create a competitive disadvantage for Aetna. Given the limited scope of the redaction, and the potential of harm in disclosing confidential business information, the court found the presumption of public access to the material in question to be small and therefore granted Aetna’s motion to seal.

Statute of Limitations

Second Circuit

Perlman v. General Elec., No. 24-514-cv, __ F. App’x __, 2024 WL 4635235 (2d Cir. Oct. 31, 2024) (Before Circuit Judges Parker and Kahn, and District Judge Carol Bagley Amon). Plaintiff-appellant Carol Perlman sued her former employer, General Electric, under state common law and ERISA for denying her severance and pension benefit claims, for breach of fiduciary duty, and for failing to provide her with plan documentation. On February 16, 2024, the district court dismissed Ms. Perlman’s action, concluding that her claims were untimely or otherwise failed. In this brief and unpublished decision, the Second Circuit affirmed the district court’s dismissal of the ERISA claims. Starting with the timeliness of the claim for benefits, the court of appeals agreed with the lower court that all of the facts “alleged in the complaint establish that a clear repudiation of the Plan was or should have been known to Perlman by 2003, or, at the latest in 2004,” when she left General Electric permanently. As the lawsuit was not filed until long after, in 2010, when the applicable six-year window ended, the Second Circuit agreed with the lower court that the claim for benefits was time-barred. Furthermore, the appeals court concluded that the district court had not erred in declining to equitably toll Ms. Perlman’s ERISA benefits claim as she failed “to take any measures to learn about her entitlement to benefits prior to 2020, despite having permanently left General Electric in 2004,” and such facts do not “evince reasonable diligence.” Accordingly, the Second Circuit held that equitable tolling was inappropriate, and Ms. Perlman’s 502(a)(1)(B) claim was correctly dismissed for untimeliness. The court of appeals also upheld the dismissal of the breach of fiduciary duty claim. According to this decision, Ms. Perlman’s complaint’s sole allegation of fiduciary breach stated that, “as a result of the foregoing, Defendants, as fiduciaries, are personally liable for damages incurred by Plaintiff as a result of her not being provided benefits as set forth herein.” To the court, this conclusory statement failed to “identify the timing, much less the substance, of General Electric’s alleged fiduciary breach.” The Second Circuit therefore concluded that the district court was correct to dismiss this claim. Finally, the Circuit Court held that Ms. Perlman failed to state a claim for failure to provide documents under Section 1024(b)(4). Its reasoning was two-fold. First, the court found that Ms. Perlman could not sustain her claim because she never alleged that she made any written requests for documents herself. Second, the court determined that the document at issue, Ms. Perlman’s personnel file, is not covered under the statute. The Second Circuit stated that the phrase “instruments under which the plan is established or operated” means “formal legal documents that govern or confine a plan’s operations, rather than the routine documents with which or by means of which a plan conducts its operations.” Because a personnel file does not meet this definition, the court of appeals concluded that it is not covered by Section 1024(b)(4). For these reasons, the court of appeals affirmed the judgment of the district court.