Third Circuit Rejects Claimants’ Bid to Participate in Chubb Corporation Benefit Plans Because They Were Not Eligible Employees

In Needham v. Chubb Corp., et al., No. 22-1829, 2023 WL 8711814 (3d Cir. Dec. 18, 2023), the Third Circuit considered the ERISA claims brought by Plaintiffs Needham and Dowman, who after working at the Halifax Plantation’s golf club for twenty years argued they were wrongfully denied participation in employee benefit plans offered by Chubb Corporation, a company affiliated with Plaintiffs’ employer, Halifax Plantation Golf Management, Inc. On de novo review, the Third Circuit held that the Chubb’s Retirement Administration Committee did not act arbitrarily or capriciously when it denied Plaintiffs’ request for participation in the Chubb Pension Plan, the Chubb Capital Accumulation Plan, and the Employee Stock Ownership Plan because they did not satisfy the conditions required to be considered an eligible “Employee.”

Chubb Corporation, the sponsor of the above-named plans, wholly owned Bellemead Development Corporation. Chubb permitted Bellemead to participate in the Plans, which Bellemead elected to do, to the benefit of its employees. Bellemead wholly owned Halifax Golf. Halifax Golf could have offered the plans to its employees, but it did not do so. Plaintiffs worked at Halifax Plantation’s golf club starting in the 1990s in various capacities. Initially, Halifax Golf did not have its own payroll system so paychecks were embossed with the Chubb logo and their W-2 forms came from Bellemead. While still a wholly owned subsidiary of Bellemead, Halifax Golf “took steps to decrease its operational reliance on Bellemead and Chubb.” This included restructuring its employee benefit plans. By 1999, Halfax Golf established the Halifax Plantation 401(k) Profit Sharing Plan & Trust. However, the company continued to decline to participate in the Chubb plans. When Needham was promoted to company president at Halifax Golf, he discovered that his predecessor, who also served as the Vice President of Bellemead, participated in the Chubb plans. Needham and Dowman teamed up and filed a joint claim for participation with the Committee. The Committee denied their claim on the grounds that they did not meet both of the conditions necessary to qualify as an eligible Employee. In addition to being on the domestic payroll of a participating employer, which Plaintiffs were, they must have received compensation for employment services provided to the participating employer. The Committee found that Plaintiffs did not meet this second requirement because the employment services they provided were to Halifax Golf – not Bellemead.

Plaintiffs filed suit against the Committee, Chubb, Bellemead, and Halifax Golf alleging wrongful denial of benefits and breach of fiduciary duty under ERISA. Defendants entered summary judgment in favor of the corporations on the basis that only the Committee had discretion to administer benefits under the plans. The district court then remanded for the Committee to reconsider whether Plaintiffs performed any employment services for Bellemead.

On administrative remand, the Committee evaluated Plaintiffs’ assertion that “Halifax Golf was nothing more than an alter-ego of Bellemead and that there was no meaningful distinction between the employees of Halifax Golf and those of Bellemead.” This included reviewing eight hundred pages of additional documentation. The new information did not change the Committee’s decision and it upheld its original determination. Plaintiffs again filed suit against the same four defendants. The district court granted summary judgment to the defendants, finding that the Committee’s denial was not arbitrary or capricious and reiterating that the three corporate defendants lacked authority to administer the plans.

On appeal, the Third Circuit only considered Plaintiffs’ challenge to the second eligibility condition that the Committee identified, that is, the provision of employment services to a participating employer. The court found that Plaintiffs forfeited their only preserved arguments against the corporate defendants on appeal. The court first found that the Committee did not arbitrarily or capriciously interpret the plan documents. Chubb’s pension plan only allowed participation by “Employees.” Employees is defined as any person “in the employment in the United States or on the United States payroll of an Employer and who receives Compensation from the Employer.” The Committee found that it was not enough to have been on Bellemead’s domestic payroll, Plaintiffs had to receive “compensation” from Bellemead with the term compensation referring to “the aggregate remuneration received by an Employee … for Service with an Employer” and “Service with an Employer” meaning “any period of employment … as an Employee of an Employer.” Because Plaintiffs did not provide employment services to Bellemead, they were not eligible to participate in the plans.

The court also concluded that it was not arbitrary or capricious for the Committee to conclude that Needham and Dowman worked only for Halifax Golf. The Committee rejected the argument that Halifax Golf’s transition away from Chubb and Bellemead in the late 1990s meant that services were provided to Bellemead. Plaintiffs’ job responsibilities were purely golf-related services for Halifax Golf and they did not perform real-estate or construction work for Bellemead. The court also rejected the argument that Halifax Golf abused its corporate form to avoid paying benefits since the company observed all corporate formalities such as filing its own tax returns, using its own employment identification number, and paying unemployment insurance on behalf of its own employees. For these reasons, the court affirmed the judgment of the district court.