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National Security Systems, Inc. v. Iola

United States District Court, Third Circuit

September 25, 2013

Robert L. IOLA, Jr., et al., Defendants.


ANNE E. THOMPSON, District Judge.


This matter has come before the Court upon the Supplemental Motion for Partial Summary Judgment filed by Defendant James W. Barrett ("Barrett"). (Docket Entry No. 511). Plaintiffs oppose the motion. (Docket Entry No. 520). The Court has decided the matter upon consideration of the parties' written submissions and without oral argument, pursuant to Federal Rule of Civil Procedure 78(b). For the reasons given below, Barrett's Supplemental Motion for Partial Summary Judgment is granted in part and denied in part.


This case involves an employee benefit plan known as the Employers Participating Insurance Cooperative ("the EPIC Plan") that was created to take advantage of favorable tax treatment under Section 419(f)(b) of the Internal Revenue Code. The EPIC Plan offered two benefits: (1) a death benefit; and (2) a state-mandated conversion privilege that permitted covered employees to convert their coverage to individual policies upon retirement or termination of employment. Additionally, contributions to the EPIC Plan were, under certain circumstances, tax deductible to the participating employer. During audits of various participating employers, however, the IRS concluded that contributions to the EPIC Plan were, in fact, not tax deductible and disallowed such deductions. All three of the groups of plaintiffs with remaining jury claims had such deductions disallowed by the IRS.

A. Initiation of Federal Action

The disallowance of deductions by the IRS prompted Plaintiffs to initiate this lawsuit on December 29, 2000, against various parties whom Plaintiffs believed had some role in the creation, marketing, and administration of the EPIC Plan. (Docket Entry No. 1). With regards to Barrett, [1] Plaintiffs brought a number of claims for certain misrepresentations he allegedly made concerning the EPIC Plan. ( Id .). Specifically, they asserted (1) a claim under ERISA § 502(a)(2) and (a)(3) for violations of the duties imposed by ERISA §§ 404, 405, and 406; (2) five civil RICO claims under 18 U.S.C. § 1964(c); and (3) nine state statutory and common law claims, including breach of fiduciary duty. ( Id .). Plaintiffs claimed that Defendants Barrett and Tri-Core induced Plaintiffs to participate in the EPIC Plan by misrepresenting (1) the tax advantages of the EPIC Plan; (2) the accessibility of conversion credits; (3) the presence of a reserve fund; and (4) the nature of the commissions that Barrett and Tri-Core anticipated earning.

In February 2007, the parties filed cross-motions for partial summary judgment. (Docket Entry Nos. 211, 214-18). Barrett first argued that Plaintiffs' state law claims were preempted by ERISA § 514(a). The Court held that the state law claims concerning alleged misrepresentations made prior to the establishment of the individual ERISA plans under the EPIC Plan were not preempted because such misrepresentations did not "relate to" existing plans. (Docket Entry No. 266 at 9-11). Plaintiffs were permitted to only argue, therefore, that Barrett violated state law by making misrepresentations about the EPIC Plan's tax benefits, and the Court granted summary judgment to the extent Plaintiffs' state law claims concerned misrepresentations about conversion credits, the existence of a reserve fund, and commissions. ( Id .).

The Court also considered Plaintiffs' ERISA claims. First, the Court held that Barrett's status as a non-fiduciary did not preclude liability under § 502(a)(3) because that provision permits claims for equitable relief against those who knowingly participate in a fiduciary's breach of fiduciary duty under ERISA. ( Id . at 4-6). Additionally, the Court held that the Alloy Cast and Universal Mailing Plaintiffs'[2] ERISA claims were not barred by the statute of limitations because there was no evidence concerning when Plaintiffs became aware of Tri-Core's commissions. ( Id . at 6-8). As issues of material fact were, therefore, in dispute, the Court denied Plaintiffs' motion for summary judgment on the § 502(a)(3) claim. ( Id .). The Court then bifurcated the remaining claims into those that would be decided by a jury (the RICO and state law claims) and those that would be decided by the Court in a bench trial (the ERISA claims).

B. Jury Trial

In 2010, Plaintiffs' RICO and state law claims were tried before a jury. Consistent with the Court's preemption ruling, Plaintiffs' state law claims concerned only misrepresentations about the EPIC Plan's tax benefits. Additionally, the Court instructed the jury not to consider evidence pertaining to Tri-Core and Barrett's commissions in their deliberations on the RICO claim. (Docket Entry No. 511, Attach. 3 at ¶ 42). Plaintiffs argued that they were entitled to damages for (1) Plaintiffs' contributions to the EPIC Plan; and (2) the tax-related losses they suffered as a result of the disallowance of deductions. ( Id . at ¶ 41).

The jury returned a verdict for Barrett on the RICO claim and for Plaintiffs on the state common law claim for breach of fiduciary duty. ( Id . at ¶ 43). They awarded Plaintiffs damages for the tax-related losses they incurred but declined to award damages for any contributions made by Plaintiffs to the EPIC Plan. ( Id .). The jury also allocated one-half of the fault to Redfearn and Tri-Core and the remaining one-half fault to Barrett. ( Id . at ¶ 44).

C. Bench Trial

The Court later issued findings of fact and conclusions of law with respect to the ERISA claims. The Court reiterated that Barrett was not a fiduciary pursuant to ERISA but that Tri-Core and Redfearn were fiduciaries. The Court held that Tri-Core did not breach its fiduciary duty pursuant to §§ 404 or 406(b)(1), but did violate the self-dealing provision of ERISA because the commissions received from Defendant Commonwealth Life Insurance Company ("Commonwealth") were an improper incentive to promote Commonwealth's policies to its clients. The Court also found that Barrett knowingly participated in Tri-Core's violation of ERISA and, therefore, was liable under ERISA's equitable relief provision, § 502(a)(3). ...

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