UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

DEBORAH BENTON, as Personal : 

Representative of the Estate of Jerry Benton, : 

 : 

Plaintiff, : Civil Action No.: 21-cv-1575 (RC)

 : 

 v. : Re Document No.: 6 

 : 

WASHINGTON METROPOLITAN AREA : 

TRANSIT AUTHORITY, : 

 : 

Defendant. : 

MEMORANDUM OPINION

GRANTING DEFENDANT’S MOTION TO DISMISS AND/OR FOR SUMMARY JUDGMENT

I. INTRODUCTION

Plaintiff Deborah Benton brought this action in the D.C. Superior Court against 

Defendant Washington Metropolitan Area Transit Authority (“WMATA”) to recover retirement 

benefits allegedly owed to her as a beneficiary of her deceased husband’s retirement plan (“the 

Plan”). WMATA removed and filed a motion to dismiss and/or for summary judgment under 

Federal Rules of Civil Procedure 12(b)(1), 12(b)(6), and 56. For the reasons discussed below, 

WMATA’s motion to dismiss is granted on all claims. 

II. BACKGROUND1

Plaintiff’s husband, Jerry Benton, now deceased, worked for WMATA as a bus driver 

from around April 1982 to June 2011. See Compl. ¶¶ 4, 6, ECF No. 7 at 13. As a WMATA 

1

 The relevant background is drawn from Plaintiff’s allegations in her complaint. See

United States v. Philip Morris Inc., 116 F. Supp. 2d 131, 135 (D.D.C. 2000) (“At the motion to

dismiss stage, the only relevant factual allegations are the plaintiffs’, and they must be presumed 

to be true.” (internal quotation marks omitted)). 
2 

employee and member of the Local 689 Amalgamated Transit Union, Mr. Benton was eligible 

for retirement benefits governed by The Transit Employee’s Retirement Plan. Id.; see John Decl. 

Ex. 1 (“Plan”), ECF No. 6-2 at 3–49.2

 During his employment, Mr. Benton elected to receive 

benefits monthly from the date of his retirement until the date of his death, at which time his 

benefits would pass to his spouse, Plaintiff. Compl. ¶ 6, ECF No. 7 at 13. Plaintiff alleges she is 

owed her husband’s benefits, now amounting to over $580,000, and that WMATA has refused to 

pay them. Id. at 13–14. Plaintiff also alleges WMATA has “refused to provide any reasonable 

offer to resolve [her husband’s] claim.” Id. at 14. 

Plaintiff brought this action against WMATA in the D.C. Superior Court on December 

28, 2020. Id. at 12. Plaintiff alleges theories of breach of contract, bad faith, and punitive 

damages. Id. On June 9, 2021, WMATA removed to this Court. Notice of Removal at 1, ECF 

No. 1. On June 11, 2021, WMATA filed a motion to dismiss and/or for summary judgment on 

2 The Plan is implicitly referenced by Plaintiff in her complaint and may therefore be 

considered by the Court on a motion to dismiss. See Banneker Ventures, LLC v. Graham, 798 

F.3d 1119, 1133 (D.C. Cir. 2015) (“A district court may consider a document that a complaint 

specifically references without converting the motion into one for summary judgment. The 

prototypical incorporation by reference occurs where a complaint claims breach of contract, and 

either party attaches to its pleading an authentic copy of the contract itself.” (citations omitted)); 

see also Weiner v. Klais and Co., Inc., 108 F.3d 86, 89 (6th Cir. 1997) (considering pension plan 

documents that defendant attached to motion to dismiss “because they were incorporated through 

reference to the plaintiff’s rights under the plans, and they are central to plaintiff’s claims”), 

abrogated on other grounds by Swierkiewicz v. Sorema N.A., 534 U.S. 506 (2002); Scott v. Dist.

Hosp. Partners, L.P., 60 F. Supp. 3d 156, 161 (D.D.C. 2014) (The court may “‘consider 

documents attached to or incorporated by the complaint in deciding a Rule 12(b)(6) motion 

without converting the motion into one for summary judgment’ including documents referenced 

or cited to in a complaint.”) (citations omitted). Though the Plan is attached by WMATA, 

Plaintiff nowhere disputes its authenticity and the complaint necessarily relies on the retirement 

plan. See Opp’n at 6 (“The Plan documents . . . apply to this retirement proceed[ing].”); 

Deppner v. Spectrum Health Care Res., 325 F. Supp. 3d 176, 182 n.4 (D.D.C. 2018) (“[T]he

court may consider a document supplied by defendant in a motion to dismiss if ‘the complaint 

necessarily relies’ on the document and when . . . there is no genuine dispute that the document 

is what ‘its proponent claims.’”) (quoting George v. Bank of America N.A., 821 F. Supp. 2d 299, 

301 n.5 (D.D.C. 2011)). 
3 

all claims, arguing 1) WMATA possesses sovereign immunity from claims for punitive 

damages; 2) WMATA is not a proper party under the Plan; and 3) WMATA merely sponsors the 

Plan and is therefore not liable. Def.’s Mem. of L. Supp. Mot. Dismiss (“Mem.”) at 1, ECF No. 

6-1. Plaintiff filed an opposition on June 30, 2021. Pl.’s Opp’n to Def.’s Mot. to Dismiss or 

Summ. J. (“Opp’n”), ECF No. 8. On July 6, 2021, WMATA filed a reply. Def.’s Reply Supp. 

Mot. to Dismiss Pl.’s Compl. and/or Summ. J. (“Reply”), ECF No. 9. 

III. LEGAL STANDARD

A. Motion to Dismiss 

The Federal Rules of Civil Procedure require that a complaint contain “a short and plain 

statement of the claim” in order to give the defendant fair notice of the claim and the grounds 

upon which it rests. Fed. R. Civ. P. 8(a)(2); accord Erickson v. Pardus, 551 U.S. 89, 93 (2007) 

(per curiam). A motion to dismiss under Rule 12(b)(6) tests whether a plaintiff has properly 

stated a claim without deciding the merits of that claim. See Scheuer v. Rhodes, 416 U.S. 232, 

236 (1974). A court considering such a motion presumes that the complaint’s factual allegations 

are true and construes them liberally in the plaintiff’s favor. See, e.g., United States v. Philip

Morris, Inc., 116 F. Supp. 2d 131, 135 (D.D.C. 2000). 

In other words, “[t]o survive a motion to dismiss, a complaint must contain sufficient 

factual matter . . . to ‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 

U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). This 

means that a plaintiff’s factual allegations “must be enough to raise a right to relief above the 

speculative level, on the assumption that all the allegations in the complaint are true (even if 

doubtful in fact).” Bell Atl. Corp., 550 U.S. at 555–56 (citations omitted). “Threadbare recitals 

of the elements of a cause of action, supported by mere conclusory statements,” are therefore 
4 

insufficient to withstand a 12(b)(6) motion to dismiss. Iqbal, 556 U.S. at 678. A court need not 

accept a plaintiff’s legal conclusions as true, see id., nor must a court presume the veracity of the 

legal conclusions that are couched as factual allegations. See Twombly, 550 U.S. at 555. 

In suits against governments and their instrumentalities, “[i]f sovereign immunity has not 

been waived, a claim is subject to dismissal under Rule 12(b)(1) for lack of subject matter 

jurisdiction.” Clayton v. District of Columbia, 931 F. Supp. 2d 192, 200 (D.D.C. 2013) 

(citing FDIC v. Meyer, 510 U.S. 471, 475 (1994) (“Sovereign immunity is jurisdictional in 

nature.”)). Courts “may not find a waiver unless Congress’ intent is ‘unequivocally expressed’ 

in the relevant statute.” Hubbard v. Adm’r, EPA, 982 F.2d 531, 532 (D.C. Cir. 1992) 

(quoting United States v. Mitchell, 445 U.S. 535, 538 (1980)). 

B. Summary Judgment 

A party is entitled to summary judgment only if it “shows that there is 

no genuine dispute as to any material fact” and that it “is entitled to judgment as a matter of 

law.” Fed. R. Civ. P. 56(a). Material facts are those that could affect the outcome of the 

litigation, and genuine disputes about material facts exist when the evidence would allow a 

reasonable jury to return a verdict for the nonmovant. Anderson v. Liberty Lobby, Inc., 477 U.S. 

242, 248 (1986). A court assessing a summary judgment motion must avoid credibility 

determinations and draw all inferences in the nonmovant’s favor. Id. at 255. But conclusory 

assertions without any evidentiary support do not establish a genuine issue for trial. See Greene

v. Dalton, 164 F.3d 671, 675 (D.C. Cir. 1999). 

IV. ANALYSIS

WMATA makes three arguments in support of its motion to dismiss: 1) WMATA 

possesses sovereign immunity from claims for punitive damages; 2) WMATA is not a proper 
5 

party under the plain language of the Plan; and 3) WMATA merely sponsors the Plan and is 

therefore not liable for payment of benefits. For the reasons discussed below, the Court agrees 

that WMATA is immune from punitive damages and that WMATA cannot be sued to enforce 

the Plan. But it is unnecessary to decide whether WMATA’s status as a plan sponsor also limits 

WMATA’s liability because the line of cases cited for that position are inapplicable to 

government retirement plans such as this. Finally, while the Court does not find that WMATA is 

immune from bad faith claims under the Plan, Plaintiff has failed to allege sufficient facts to 

support this claim.

A. Jurisdiction to Award Punitive Damages 

WMATA argues this Court lacks jurisdiction to award punitive damages because 

WMATA’s sovereign immunity bars such claims. Mem. at 5. Plaintiff does not contest this 

argument, but instead argues that if the Court lacks jurisdiction it must remand the case. Opp’n 

at 7.

It is well-settled law in the District that WMATA is immune from punitive damages. 

“Article II . . . of the WMATA Compact provides that WMATA is a governmental unit and

instrumentality of the Compact signatories (Virginia, Maryland and the District).”3 LuceroNelson v. WMATA, 1 F. Supp. 2d 1, 10 (D.D.C. 1998) (citing Teart v. WMATA, 686 F. Supp. 12, 

13 (D.D.C. 1988)). “Congress and the individual signatories have conferred the same Eleventh

Amendment sovereign immunity that each individual signatory enjoys.” Id.; accord WMATA v.

Barksdale-Showell, 965 A.2d 16, 20 (D.C. 2009) (“The Compact confers upon the Transit

Authority the sovereign immunity enjoyed by the signatories.”); see also Cutchin v. District of 

Columbia, 174 F. Supp. 3d 427, 431 (D.D.C. 2016); Wainwright v. WMATA, 958 F. Supp. 6, 9 

3 See D.C. Code § 9-1107.01 (WMATA Compact). 
6 

(D.D.C. 1997) (“[T]here can be no serious doubt that WMATA is a governmental agency, and 

given the structure of WMATA, punishing it would simply mean punishing its innocent riders or 

the citizens of the signatory governments which pay taxes to support Metro.”). 

For government instrumentalities like WMATA, “[sovereign] immunity applies except

where expressly waived by statute[,] . . . [b]ut ‘there is no express waiver of immunity for

punitive damages in the WMATA Compact and we will not imply one, given the settled state of 

District of Columbia law.’” Lucero-Nelson, 1 F. Supp. 2d at 10–11 (cleaned up); see also id.

(collecting cases). The current version of the WMATA Compact waives immunity for contracts

and certain torts, but there is no express mention of punitive damages. See D.C. Code § 9-

1107.01, Art. XVI, No. 81. 

As the foregoing authorities illustrate, WMATA is not subject to punitive damages. The

question remains whether this Court must still remand. The Court sees no reason to do so. 

It is true that “[w]hen a court lacks subject-matter jurisdiction, it must remand the case to

the proper forum.” Gebretsadike v. Travelers Home and Marine Ins. Co., 103 F. Supp. 3d 78, 82 

(citing Republic of Venezuela v. Philip Morris, Inc., 287 F.3d 192, 196 (D.C. Cir. 2002) 

(citing 28 U.S.C. § 1447(c))). It is also true that “[s]overeign immunity is jurisdictional.” In re 

Al Fayed, 91 F. Supp. 2d 137, 138 (D.D.C. 2000) (citing Federal Deposit Ins. Corp. v.

Meyer, 510 U.S. 471, 475 (1994); United States v. Sherwood, 312 U.S. 584, 586 (1941)). 

However, the two jurisdictional issues are not to be conflated; “[s]overeign immunity is . . . a 

threshold issue that can be addressed separately from subject-matter jurisdiction, and can be 

addressed ‘even where subject matter jurisdiction is uncertain.’” Id. (quoting Galvan v. Fed. 

Prison Indus., Inc., 199 F.3d 461, 463 (D.D.C 1999)); see also Kemper v. U.S. Dep’t of Educ., 

285 F. Supp. 3d 145, 148 (D.D.C. 2018) (dismissing claim barred by sovereign immunity); 
7 

Galvan, 199 F.3d at 463 (“Sovereign immunity questions clearly belong among the non-merits

decisions that courts may address even where subject matter jurisdiction is uncertain.”).4 

Indeed, state sovereign immunity applies in both federal courts and the courts of the 

States. See Alden v. Maine, 527 U.S. 706, 713 (1999) (“[T]he States’ immunity from suit is a 

fundamental aspect of the sovereignty which the States enjoyed before the ratification of the 

Constitution, and which they retain today . . . .”). In other words, even if this Court were to

remand the case, WMATA’s immunity would still bar Plaintiff’s claim for punitive damages. 

Because WMATA’s sovereign immunity does not abrogate this Court’s subject-matter 

jurisdiction, the Court does not remand the case and instead dismisses Plaintiff’s claim for 

punitive damages. 

B. Breach of Contract

WMATA argues that it is not a proper defendant for Plaintiff’s breach of contract claim

based on the plain language of the Plan. Mem. at 3–4. WMATA further argues that it is not 

liable because it is merely the plan sponsor and “does not have decision-making authority over 

whether to distribute plan benefits.” Id. at 4. Plaintiff does not dispute WMATA’s reading of 

the Plan or that WMATA does not administer the Plan, Opp’n at 2–3, but argues that WMATA 

is a proper party nonetheless because WMATA “is directly related [to] and involved in the Plan,” 

4

 Though Plaintiff does not appear to argue this Court lacks subject-matter jurisdiction, 

the Court has a responsibility to confirm that it has such jurisdiction. Byrum v. Winter, 783 F. 

Supp. 2d 117, 125 (D.D.C. 2011) (“[I]t is this court’s responsibility to consider subject matter 

[jurisdiction] even if the parties fail to raise the issue.”) (quoting Ctr. for Nuclear Responsibility, 

Inc. v. U.S. Nuclear Regul. Comm’n, 781 F.2d 935, 944 (D.C. Cir. 1986)). Congress conferred 

on federal district courts subject-matter jurisdiction over “any civil action brought in a State 

court of which the district courts of the United States have original jurisdiction.” 28 U.S.C. § 

1441(a). The WMATA Compact grants the U.S. District Courts “original jurisdiction” over “all 

actions brought by or against [WMATA].” D.C. Code § 9-1107.01, Art. XVI, No. 81; see also 

Best v. WMATA, 822 F.2d 1198, 1199 n.1 (D.C. Cir. 1987). Thus, this Court has subject-matter 

jurisdiction over this case. 
8 

funds the Plan, “is directly responsible for the retirement payment analysis, which determines the 

payment,” and transmits certain documents used to administer the Plan, id. at 3–4. 

“To prevail on a breach of contract pursuant to District of Columbia law, a party must 

establish 1) a valid contract between the parties; 2) an obligation or duty arising out of the 

contract; 3) a breach of that duty; and 4) damages caused by the breach.” Dean v. Walker, 876 F. 

Supp. 2d 10, 13 (D.D.C. 2012) (citing Tsintolas Realty Co. v. Mendez, 984 A.2d 181, 187 (D.C. 

2009)). “Every breach of contract gives the injured party a right to damages against the party in 

breach, unless the contract is not enforceable against that party . . . .” PHCDC1, LLC v. Evans & 

Joyce Willoughby Tr., 257 A.3d 1039, 1045 (D.C. 2021) (quoting Restatement (Second) of 

Contracts § 346 cmt. a (Am. L. Inst. 1981)). 

WMATA’s first argument is that Plaintiff lacks an enforceable claim against it because 

the plain language of the Plan limits WMATA’s liability for claims arising out of the Plan. 

Mem. at 3–4. “A contract’s ‘proper interpretation, including whether or not it is ambiguous,’ is a 

question of law . . . .” MobilizeGreen, Inc. v. Cmty. Found. for the Capital Region, 267 A.3d 

1019, 1026 (D.C. 2022) (quoting District of Columbia v. Young, 39 A.3d 36, 40 (D.C. 2012)). 

“[W]e examine the document on its face, giving the language used its plain meaning.” Id. 

(quoting Dyer v. Bilaal, 983 A.2d 349, 355 (D.C. 2009) (internal quotation marks omitted)). 

“The ‘written language’ of the agreement ‘will govern the rights and liabilities of the 

parties’ unless it is ambiguous or inoperative.” Id. (citing Abdelrhman v. Ackerman, 76 A.3d 

883, 888 (D.C. 2013)). 

Here, the Plan’s limitation on WMATA’s liability is unambiguous. Section 15.05 of the 

Plan states, 

Any person having a right or claim under the Plan shall look solely to the assets of 

the Fund. Neither the Authority [defined as WMATA, see Plan at 5] nor the 
9 

Union . . . shall be liable to any person on account of any claim arising by reason 

of the provisions of the Plan or of any instrument or instruments implementing its 

provisions. 

Plan at 48. Plaintiff does not dispute WMATA’s reading that this section limits WMATA’s 

liability. And Plaintiff’s claim to her husband’s retirement benefits appears to be a “claim 

arising by reason of the provisions of the Plan.” Id.; see Plan at 9 (defining “Retirement 

Allowance” as “the benefit for which a Participant becomes eligible pursuant to Article V” of the 

Plan); see id. at 5 (defining “Allowance” as “Retirement Allowance, Disability Allowance or 

Survivor Allowance payable under the Plan”). Therefore, by the plain language of the Plan, 

WMATA cannot be liable for Plaintiff’s claim for breach of contract under the Plan and 

therefore is not a proper defendant.5

For the foregoing reasons, the Court holds that WMATA is not a proper defendant. 

Plaintiff’s claim for breach of contract against WMATA is dismissed. 

C. Bad Faith 

Plaintiff’s remaining claim is that WMATA “has refused to pay or even tender any 

reasonable amount of retirement benefits” and has therefore “acted in bad faith.” Compl. ¶¶ 13–

16, ECF No. 7 at 15–16. WMATA appears to argue that this claim is barred for the same reason 

as the breach of contract claim—because WMATA is not a proper party. Mem. at 3–4. Plaintiff 

does not appear to address this argument specifically in her opposition. 

5 It is not necessary to address WMATA’s argument that it is not liable as merely a plan 

sponsor because the plain meaning of the Plan unambiguously states that WMATA is not a 

proper party here. Moreover, the cases WMATA cites for this argument concern the Employee 

Retirement Income Security Act (“ERISA”). See Mem. at 4; Reply at 5. WMATA retirement 

plans, however, do not appear to be governed by ERISA. See Sharma v. WMATA, 58 F. Supp. 

3d 59, 63 (D.D.C. 2014) (“Courts in this circuit and in the Fourth Circuit have held that the 

WMATA Retirement Plan is exempt from ERISA.”); Akins v. WMATA, 729 F. Supp. 903, 905 

n.1 (D.D.C. 1990) (acknowledging concession that “WMATA is a governmental entity and 

therefore exempt from the applicable ERISA provisions”).
10 

“Every contract includes an implied covenant of good faith and fair dealing.” Wright v. 

Howard Univ., 60 A.3d 749, 754 (D.C. 2013) (citing Allworth v. Howard Univ., 890 A.2d 194, 

201 (D.C. 2006)). “To state a claim for breach of the implied covenant of good faith and fair

dealing, a plaintiff must allege either bad faith or conduct that is arbitrary and capricious.” Id. 

(citing Alden v. Georgetown Univ., 734 A.2d 1103, 1112 n.11 (D.C. 1999)). “Bad faith requires 

more than mere negligence; examples include lack of diligence, purposeful failure to perform, 

and interference with the other party's ability to perform.” Id. (citing Allworth, 890 A.2d at 202). 

It is not clear that Section 15.05 of the Plan limits WMATA’s liability for the purposes of 

a bad faith claim. “In the District of Columbia, every contract includes an implied covenant of 

good faith and fair dealing.” Chambers v. NASA Fed. Credit Union, 222 F. Supp. 3d 1, 13 

(D.D.C. 2016) (emphasis added) (citing Allworth, 890 A.2d at 201). But the Plan’s limitation on 

WMATA’s liability—Section 15.05—seems to apply only to “any claim arising by reason of the 

provisions of the Plan.” Plan at 48. Because the duty to act in good faith is implied, rather than 

a written provision in the Plan, it is not immediately clear whether a bad faith claim would be 

considered a “claim arising by reason of the provisions of the Plan.” Section 15.05 says nothing 

specific about limiting WMATA’s liability for bad faith claims, and WMATA hardly explains 

why it should; WMATA’s entire argument premised on Section 15.05 is a single, conclusory 

sentence. See Mem. at 4. Therefore, the Court cannot say at this time that WMATA is an 

improper party for Plaintiff’s bad faith claim by the operation of Section 15.05 alone. 

Nonetheless, the Court holds that Plaintiff’s complaint fails to state a claim for bad faith

based on WMATA’s alternative argument that “WMATA is a plan sponsor [and] lacks any 

discretionary decision-making authority over distribution of benefits,” making it “not a proper 

party to this action.” Mem. at 4. Indeed, under the terms of the Plan, “the applicable Allowance 
11 

shall be paid . . . by the Trustee from the Fund.”6 Plan at 26 (emphasis added). Thus, it appears 

that WMATA had neither the obligation nor even the ability to pay Plaintiff the benefits she 

requests. Though Plaintiff requests the opportunity to conduct discovery, Plaintiff fails to 

explain how the documents sought could obligate WMATA, as opposed to the Trustee, to pay 

out the benefits.7 Because Plaintiff’s bad faith claim relies solely on WMATA’s failure to pay 

benefits—a job for which WMATA was not responsible—the Court cannot see how Plaintiff 

could plausibly recover from WMATA. See Iqbal, 556 U.S. at 678 (“A claim has facial 

plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable 

inference that the defendant is liable for the misconduct alleged.”). Thus, under the set of facts 

currently alleged, Plaintiff fails to state a claim for bad faith against WMATA, and that claim is

therefore dismissed. 

6 WMATA cites a declaration from a WMATA benefits specialist as support for its 

argument that it lacks discretionary decision-making authority over distribution of benefits. See

Mem. at 4 (citing John Decl. ¶ 6). The Court declines to consider this document because the 

terms of the Plan itself, which the Court may consider on a motion to dismiss as discussed above, 

are straightforward and Plaintiff does not dispute the Plan’s authenticity or applicability to the 

case, as discussed further below. Therefore, it is only necessary to resolve WMATA’s motion to 

dismiss on this ground. See Deppner, 325 F. Supp. 3d at 182 n.4. 

7 Plaintiff argues that “[t]here are real questions of the correct documents in this case,” 

Opp’n at 7, but does not state that the Plan is one of those documents or that the Plan otherwise 

does not apply. Plaintiff wishes to “obtain the retirement Plan documents that were signed by 

Jerry” in discovery, Opp’n at 7, but does not give any reason to believe that the Plan attached by 

WMATA is not genuine. In fact, Plaintiff concedes that the Plan governs this case and implies, 

at least obliquely, that the Plan attached by WMATA is genuine. See Opp’n at 6 (“The Plan 

documents and D.C. law apply to this retirement proceed[ing].”); Opp’n at 3 (“[WMATA] seeks 

dismissal based upon the written terms of the retirement Plan.”); id. (“The Plan documents make 

it clear that Metro maintains the retirement Plan.”). 
12 

V. CONCLUSION

For the foregoing reasons, WMATA’s Motion to Dismiss and/or for Summary Judgment 

(ECF No. 6) is GRANTED. An order consistent with this Memorandum Opinion is separately 

and contemporaneously issued. 

Dated: March 28, 2022 RUDOLPH CONTRERAS

United States District Judge