Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Knowlton v. Anheuser-Busch Companies Pension Plan

United States Court of Appeals, Eighth Circuit

February 22, 2017

Brian Knowlton, individually, and On Behalf of All Others Similarly Situated;Douglas Minerd, individually, and On Behalf of All Others Similarly Situated;Gary Lensenmayer, individually, and On Behalf of All Others Similarly Situated;Charles R. Wetesnik, individually, and On Behalf of All Others Similarly Situated; Nancy J. Anderson; Richard F. Angevine; Joe Mullins; Andy Fichthorn; Donald W. Mills, Jr. Plaintiffs - Appellees
v.
Anheuser-Busch Companies Pension Plan; Anheuser-Busch Companies, LLC;Anheuser-Busch Companies Pension Plan Appeals Committee; Anheuser-Busch Companies Pension Plan Administrative Committee Defendants-Appellants Brian Knowlton, individually, and On Behalf of All Others Similarly Situated;Douglas Minerd, individually, and On Behalf of All Others Similarly Situated;Gary Lensenmayer, individually, and On Behalf of All Others Similarly Situated;Charles R. Wetesnik, individually, and On Behalf of All Others Similarly Situated; Nancy J. Anderson; Richard F. Angevine; Joe Mullins; Andy Fichthorn; Donald W. Mills, Jr. Plaintiffs - Appellants
v.
Anheuser-Busch Companies Pension Plan; Anheuser-Busch Companies, LLC; Anheuser-Busch Companies Pension Plan Appeals Committee; Anheuser-Busch Companies Pension Plan Administrative Committee Defendants-Appellees

          Submitted: September 22, 2016

         Appeals from United States District Court for the Eastern District of Missouri - St. Louis

          Before RILEY, Chief Judge, MURPHY and SMITH, Circuit Judges.

          RILEY, Chief Judge.

         Brian Knowlton and eight other named plaintiffs, individually and on behalf of those similarly situated, brought this class-action lawsuit under the Employee Retirement Income Security Act (ERISA), 29 U.S.C. §§ 1001, et seq., against Anheuser-Busch Companies, LLC, Anheuser-Busch Companies Pension Plan, Anheuser-Busch Companies Pension Plan Appeals Committee, and Anheuser-Busch Companies Pension Plan Administrative Committee (collectively, Anheuser-Busch). Plaintiffs, participants in the Anheuser-Busch salaried employee pension plan, claim they are entitled to enhanced pension benefits. See id. § 1132(a)(1)(B). This appeal concerns the interpretation of Section 19.11(f) of that plan. Adopting the reasoning of the Court of Appeals for the Sixth Circuit in Adams v. Anheuser-Busch Cos., 758 F.3d 743 (6th Cir. 2014), the district court concluded Section 19.11(f) applied, entitling plaintiffs to enhanced benefits, and granted judgment on the pleadings. We affirm in part and reverse in part.

         I. BACKGROUND

         Plaintiffs are former salaried employees of Busch Entertainment Corporation (BEC), a subsidiary of Anheuser-Busch Companies LLC, which ran SeaWorld theme parks. As a subsidiary, BEC was a member of the Anheuser-Busch family of companies, defined under the plan as the "Controlled Group"-the "group of corporations, trades and businesses . . . of which the Company [Anheuser-Busch Companies] is a part, as determined from time to time."

         In November 2008, Anheuser-Busch InBev, N.V. (InBev), combined the Anheuser-Busch Companies.[1] As relevant here, the parties agree the transaction resulted in a "Change of Control" under the plan. Section 19.11(f) of the Anheuser-Busch Companies Pension Plan (plan) provides for an enhanced pension benefit for a plan participant "whose employment with the Controlled Group is involuntarily terminated within three (3) years after the Change in Control." It does so by adding "an additional five (5) years" to the participant's "Credited Service" for purposes of calculating the participant's benefits. At some point in the following year, InBev announced it was selling BEC to Blackstone Capital Partners V.L.P., to be finalized on December 1, 2009.

         In September 2012, Knowlton and other named plaintiffs in this lawsuit brought claims to Anheuser-Busch for enhanced pension benefits. They contended (1) a change in control occurred when InBev combined Anheuser-Busch Companies, and (2) they were involuntarily terminated from employment with the Controlled Group when InBev sold BEC, and they were entitled to enhanced benefits under Section 19.11(f) of the plan.[2]

         The Anheuser-Busch retirement plan administrator denied the claims. The plan administrator stated the "purpose for the special benefits under Section 19.11(f) is to provide additional benefits to individuals who are out of work after they involuntarily lose their employment within three years after a change in control of Anheuser-Busch Companies." According to the plan administrator, eligibility for enhanced benefits under Section 19.11(f) required "an actual break in an individual's employment, rather than simply a change in the owner of the entity employing the individual during a period of continuous employment." Plaintiffs appealed the denials of benefits to the Pension Plans Appeals Committee, which upheld the decisions.

         Plaintiffs filed this action to obtain enhanced benefits under the plan. See 29 U.S.C. § 1132(a)(1)(B). The district court certified the proposed class under Federal Rule of Civil Procedure 23(b)(2) for Count I of the consolidated complaint, [3] and plaintiffs moved for partial judgment on the pleadings on Count I, see Fed.R.Civ.P. 12(c). The district court adopted the Sixth Circuit's reasoning in Adams, which presented "the identical issue." See Adams, 758 F.3d at 745-47. In Adams, plaintiffs were participants in the plan and former employees of the Metal Container Corporation, which was an Anheuser-Busch Company until InBev sold it to Ball Corporation. See id. at 745-46. Applying de novo review, the Sixth Circuit held Section 19.11(f) was unambiguous and the only plausible interpretation of "involuntarily terminated" was to read that phrase together in context with the words preceding it-"whose employment with the Controlled Group is involuntarily terminated." See id. at 747-48. The Sixth Circuit concluded the plan administrator's denial of benefits was "arbitrary and capricious." Id. at 748-49.

         Three months after the district court entered judgment on the pleadings, the district court granted Anheuser-Busch's motion for a final order and stay of judgment pending appeal.[4] Rejecting plaintiffs' request to calculate the specific amount of benefits due to each class member, the district court simply ordered Anheuser-Busch to direct the plan administrator to provide each member of the class with the enhanced pension benefit under Section 19.11(f). The district court further ordered Anheuser-Busch to make a remedial back payment with interest to those members of the class whose benefits had already been paid and to make future pension payments with the benefit of Section 19.11(f) to those members of the class not yet eligible for benefits. The district court stayed its final judgment pending the outcome of any appeal.

         Plaintiffs unsuccessfully moved to alter or amend the district court's final order under Federal Rule of Civil Procedure 59(e). The district court emphasized its previous determination that the plan "will be perfectly capable of calculating and distributing necessary benefits-including payments it should have already paid out had it properly interpreted and applied the language of the Plan" and that "the amount of those payments were not required to be part of the judgment itself." Anheuser-Busch filed notice of appeal, and plaintiffs filed notice of a cross-appeal with a motion to dismiss Anheuser-Busch's appeal for lack of jurisdiction. We granted Anheuser-Busch's motion to take plaintiffs' motion to dismiss the appeal with the case.

         II. DISCUSSION

         A.Plaintiffs' Motion to Dismiss ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.