12-613-cv
Quigley v. Citigroup Supplemental Plan

                              UNITED STATES COURT OF APPEALS
                                  FOR THE SECOND CIRCUIT

                                         SUMMARY ORDER

RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT.
CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS
PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE
PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A
SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST
CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH
THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER
MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.

        At a stated term of the United States Court of Appeals for the Second Circuit, held at the
Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the
3rd day of April, two thousand thirteen.

Present:
                 ROBERT D. SACK,
                 PETER W. HALL,
                 DEBRA ANN LIVINGSTON,

                        Circuit Judges.
____________________________________________________

DANIEL C. QUIGLEY, WILLIAM HIDEN, JOSEPH F. DURSO,
DAVID A. STEWART, LARRY L. STAUFFER, RICHARD T.
LAWRENCE, STEVEN P. HIRSCHBERG, ANTHONY D.
PAOLO, GEORGE S. FLEESON, JOHN F. HABIG, WILLIAM
A. WAGNER, SCOTT RANDALL, STEPHEN D.
DAUGHDRILL, SANDRA J. SMITH, DAVID A. JENNINGS,
LARRY B. DUNCAN, MICHAEL E. DOWELL, DAVID L.
SACK, JEFFREY WINIK, DAVID P. WILSON, TIMOTHY F.
KINSLEY, PAUL F. DUFLO, STEVEN J. COHEN, JOHN L.
BARNES, JULIAN M. FRANK, PAUL S. POWERS, II, STEVEN
K. FLANDERS, CRAIG O. NICHOLSON, THOMAS E.
WATSON, SCOTT D. ARCHER, JULIAN FRANK, STEVEN
GREENBERG, DAVID R. MCSEMEK, MICHAEL D. RASNER,
PAUL A. LEVITT, RICHARD P. HALE, BRIAN T. FENELON,
KEVIN D. PURCELL, GERALD J. FERRANTE, JOHN
TURNER, WILLIAM G. HENDRIX, JACOB SHAPIRA, LEE
MORRIS, GARY R. KRON, ROBERT MANNING, JOHN A.
WALLA, ROBERT M. FREEDMAN,


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                      Plaintiffs-Appellants,

JOHN L. VESSA,

                      Plaintiff,

       v.                                                          12-613-cv

CITIGROUP SUPPLEMENTAL PLAN FOR SHEARSON
TRANSFERS, PLAN ADMINISTRATION COMMITTEE OF
CITIGROUP INC., As Plan Administrator,


                      Defendants-Appellees.

____________________________________________________

FOR APPELLANTS:               EDGAR PAUK, Law Offices of Edgar Pauk, Brooklyn, New York.

FOR APPELLEES:          LEWIS R. CLAYTON (G. Karthik Srinivasan, on the brief), Paul,
                        Weiss, Rifkind, Wharton & Garrison LLP, New York, New York.
____________________________________________________


       Appeal from a judgment of the United States District Court for the Southern District of

New York (Gardephe, J.).

       UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED, AND

DECREED that the judgment of the district court is AFFIRMED.

       Plaintiffs-Appellants, forty-seven former employees of Citigroup (“Plaintiffs”), appeal an

Order of the United States District Court for the Southern District of New York (Gardephe, J.)

entered on March 29, 2011 granting a motion to dismiss Plaintiffs’ complaint pursuant to Fed. R.

Civ. P. 12(b)(6) filed by Defendants-Appellees, Citigroup Supplemental Plan for Shearson

Transfers (the “Plan”) and Plan Administration Committee of Citigroup Inc. (the “Committee”)

(collectively, “Defendants”), and a Judgment entered on March 30, 2011 dismissing Plaintiffs’




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amended complaint without prejudice.1 We assume the parties’ familiarity with the relevant

facts and procedural history.

        We review de novo a district court’s dismissal of a claim pursuant to Fed. R. Civ. P.

12(b)(6). Freedom Holdings, Inc. v. Spitzer, 

, 216 (2d Cir. 2004). In addition to the

complaint, we may also consider documents attached to the complaint as exhibits and documents

on which the complaint “relies heavily” or which are “integral to the complaint.” Chambers v.

Time Warner, Inc., 

, 152-53 (2d Cir. 2002) (internal quotation marks omitted).

Plaintiffs are participants in the Plan, which is administered by the Committee. The thrust of

Plaintiffs’ argument on appeal is that they were not required to exhaust the Plan’s claims

procedures, or alternatively, to the extent they were required to do so, they were excused from

this requirement due to the unreasonableness of the internal claims and appeals procedures.

        First, Plaintiffs contend that the Release of Claims (the “Release”) forwarded to Plaintiffs

on July 24, 2009 rendered the Plan’s claims procedures inapplicable. The Release required an

employee to execute and return it by November 5, 2009 as a prerequisite to receiving the One-

Time Shearson Transfer Supplemental Contribution under the Plan (the “Excess Benefit”).

Plaintiffs argue that the Release placed them in the impossible position of being required to

exhaust their administrative remedies as a prerequisite to filing suit in the district court, while at

the same time being unable to exhaust before the November 5, 2009 deadline because the

Committee’s claims review process would not be complete by that date.

        This argument is without merit. As the district court’s dismissal was expressly without

prejudice, Plaintiffs were free to refile their complaint once the administrative review process

was complete. To the extent that the district court’s Order granting Defendants’ motion to

1
  Plaintiffs also appeal the district court’s Order entered January 17, 2012 denying Plaintiffs’ motion for
reconsideration of the district court’s March 29, 2011 Order. Plaintiffs, however, advance no argument that the
district court erred in denying reconsideration.


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dismiss effectively ended the case for Plaintiffs who filed administrative claims prior to filing

suit, this result was the consequence of their failure to appeal the Committee’s adverse

determination, not a consequence of the deadline imposed on them by the Release. And to the

extent that the rest of the Plaintiffs may be barred from filing suit in the future due to limitations

in the Plan, such a consequence would likewise result from their own decisions and actions, and

not the deadline in the Release.2

         Plaintiffs next contend that the Plan’s claims procedure is unreasonable and they are

therefore excused from the Plan’s exhaustion requirement. Section 2560.503-1 of 29 C.F.R.,

which “sets forth minimum requirements for employee benefit plan procedures pertaining to

claims for benefits,” provides:

         Every employee benefit plan shall establish and maintain reasonable procedures
         governing the filing of benefit claims, notification of benefit determinations, and
         appeal of adverse benefit determinations . . . . The claims procedures for a plan
         will be deemed to be reasonable only if . . . [t]he claims procedures do not contain
         any provision, and are not administered in a way, that unduly inhibits or hampers
         the initiation or processing of claims for benefits. For example, a provision or
         practice that requires payment of a fee or costs as a condition to making a claim or
         to appealing an adverse benefit determination would be considered to unduly
         inhibit the initiation and processing of claims for benefits. . . .

29 C.F.R. § 2560.503-1(b) (emphases added). Subsection (l) of the regulation provides that “[i]n

the case of the failure to establish or follow claims procedures consistent with the requirements

of this section,” a claimant is not required to exhaust administrative remedies as a prerequisite to

seeking judicial review of an adverse determination.

         In asserting that the Plan’s claims procedure is unreasonable and that Plaintiffs are

therefore excused from administrative exhaustion, Plaintiffs rely on the same argument as raised

above—that the Release unreasonably required Plaintiffs to exhaust the claims process and file

2
 Since this issue was not raised in litigation or briefed by the parties, we take no position regarding whether the 43
Plaintiffs who had not filed administrative claims prior to suit would still be able to file their claims with Citigroup,
exhaust the claims procedure, and bring a new action.


                                                            4
suit by the November 5, 2009 deadline. For the reasons discussed above, that argument cannot

succeed. Moreover, the regulation cited by Plaintiffs sets forth minimum requirements for a

plan’s claims and appeal procedure, not the conditions under which a claimant may pursue civil

litigation after exhausting his or her administrative remedies. See id. at § 2560.503-1(b) (“Every

employee benefit plan shall establish and maintain reasonable procedures governing the filing of

benefit claims, notification of benefit determinations, and appeal of adverse benefit

determinations . . . .”). The examples provided in the regulation of an unreasonable “provision

or practice” in a claims procedure—e.g., requiring a claimant to bear his or her own costs as a

condition of making a claim—further indicate that the regulation is focused on ensuring the

reasonableness of the claims procedure itself. The regulation does not address post-

administrative review litigation, except to require a notice of an adverse benefit determination to

alert the claimant of his or her right to bring an action under section 502(a) of ERISA, and other

tangential references. Id. at § 2560.503-1(j)(4). Plaintiffs have failed to establish that the

regulation excused them from complying with the requirement to exhaust their administrative

remedies.

       We have considered all of Plaintiffs’ remaining arguments and find them to be without

merit. The judgment of the district court is AFFIRMED.

                                                       FOR THE COURT:
                                                       Catherine O’Hagan Wolfe, Clerk




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