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
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
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
from United States District Court for the Eastern District of
Missouri - St. Louis
RILEY, Chief Judge, MURPHY and SMITH, Circuit Judges.
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.
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."
November 2008, Anheuser-Busch InBev, N.V. (InBev), combined
the Anheuser-Busch Companies. 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.
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
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.
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,  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.
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. 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.
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.
A.Plaintiffs' Motion to Dismiss ...