Supreme Court No. 2015-58 -M.P. No. 2016-73 -Appeal. ( KC 1 2 -1126 ) Richard P. Sullivan :

v. : Coventry Municipal Employees’ Retirement Plan et al. :

NOTICE: This opinion is subject to formal revision before publication in the Rhode Island Reporter. Readers are requested to notify the Opinion Analyst, Supreme Court of Rhode Island, 250 Benefit Street, Providence, Rhode Island 02903, at Telephone 222 -3258 of any typographical or other formal errors in order that corrections may be made before the opinion is published. March 22, 2019- 1

- Supreme Court No. 2015

- 58

- M.P. No. 2016

- 73

- Appeal. ( KC 1 2

- 1126 ) Richard P. Sullivan :

v. : Coventry Municipal Employees’ Retirement Plan et al. :

Present: Suttell, C.J., Robinson, and Indeglia, JJ.

O P I N I O N Justice Indeglia, for the Court. The plaintiff, Richard P. Sullivan (plaintiff) , appeals from a final judgment in favor of the defendants following a Kent County Superior Court hearing justice’s grant of the defendants’ motion to dismiss for lack of subject

- matter jurisdiction and the hearing justice’s alternative grant of summary judgment in favor of the defendants

. On appeal, the plaintiff argues that the hearing justice erred in determining that the court lacked subject

matter jurisdiction over his claim, and he further contends that the hearing justice erred in alternatively granting the defendants ’ motion for summary judgment. For the reasons set forth in this opinion, we affirm the judgment of the Super ior Court regarding its lack of subject

- matter jurisdiction . Further more , we reinstate and grant the plaintiff’s previous ly

- denied petition for writ of certiorari (No. 2015

- 58

- M.P.), consolidate that matter with the present appeal (No. 2016

- 73

- Appeal.), and affirm the decision of the plan administrator denying the plaintiff pension benefits

. I
Facts and Travel This matter arises from a dispute regarding plaintiff’s request for and defendants’ subsequent denial of pension benefits. The relevant facts are as follows. From Februa ry 1986- 2

-

through December 2008, p laintiff held a variety of part

- time positions with the Town of Coventry (the t own) , including probate judge, assistant solicitor, town moderator , and town
manager. Over that t ime, three di fferent plans governing the town employee s ’ rights to pension benefits were in effect: (1) the 1977 Annuity Plan; (2) the 1997 Plan restatement; and (3) the
2008 Plan restatement (collectively, the plan)

. In June 2011, after his employment with the town had ended , plaintiff submitted a request for a pension from the town. After the plan administrator

— an entity comprised of members of the Coventry Town Council (the plan administrator)

— ap parently delay ed in responding to plaintiff ’s pension request, plaintiff , on October 4, 2012, filed a complaint for breach of contract as well as seeking a declaratory judgment against the defendant, Coventry Municipal Employees’ Retirement Plan , in Kent County Superior Court. The plaintiff filed an amended complaint five days later that added the town’s finance director as a defendant . On February 26, 2013, plaintiff filed his second amended complaint , naming as additional defendants individuals in their capacities as members of the
t own c ouncil sitting as the plan administrator , along with the original defendants (collectively, defendants)

. 1 Th e plaintiff’s second amended complaint alleged one count for breach of
contract , for which he sought specific performance and damages , and one count seeki ng a declarat ion of the parties’ rights, status, and obligations under the plan. In December 2013, defendants moved to dismiss plaintiff’s second amended complaint
for lack of subject

- matter jurisdiction. At a hearing on the motion, t he hearing justice opined that review of a quasi

-

judicial hearing and action by a town council is properly made by way of a

1 Specifically, plaintiff , in his second amended complaint, named the following individuals as defendants: Ted Pr zybyla , as finance director/treasurer of the town; and Gary P. Cote , Karen M. Carlson, Kerry L. McGee, Gregory Laboissonniere, and Thaddeus Jendzejec, as town council members acting as the plan administrator

. We note that , because time has passed, several individuals have left those positions , and their successors have been substituted as defendants

.- 3

-

petition for writ of certiorari to the Supreme Court, but she explained that “it is unclear from the record whether or not the plaintiff was given a he aring with respect to the application for benefits.” Accordingly, the hearing justice determined that plaintiff was entitled to due process before his pension claim could be addressed in court , and she denied defendants’ motion to dismiss

. 2
T he defendant s moved for summary judgment on November 6, 2014

. The next month, the hearing justice reserved decision on that motion and remanded the case to the town council for a hearing on plaintiff’s pension application

. The hearing justice further ordered that “[ t ] he
matter must be heard and decided by the T own C ouncil within sixty (60) days, up to and including February 6, 2015 [,] ” noting that the “ case remain s pending in the Superior Court and th is Superior Court retain s jurisdiction [

. ] ” The hearing justice also scheduled a status conference for February 26, 2015. On January 15, 2015, the plan administrator conducted a hearing during which it heard testimony and received evidence pe rtaining to plaintiff’s request for a pension under the plan . On January 31, 2015, after considering the documentary evidence and testimony and interpreting the terms of the plan, the plan administrator voted unanimously “ to deny Mr. Sullivan’s request for pension benefits and directed the T own solicitor to dr aft a written decision in support of its denial

. ” Thereafter, plaintiff petitioned this Court to issue a common law writ of certiorari to review the plan administrator’s decision to deny his request for pension benefits

. We denied plaintiff’s petition “wi thout prejudice, however, to the petitioner’s right to prosecute his Superior

2 Aside from the denial of defendants’ motion to dismiss , the other pertinent motions and hearings were heard and conducted by the same Superior Court justice.- 4

-

Court action against the r espondents * * * to a conclusion .” 3 After the parties returned to Superior Court for reconsideration of plaintiff’s original prayers , defendants filed a motion : (1) to dismiss for lack of subject

- matter jurisdiction ; (2) for summary judgment as to all coun ts of plaintiff’s complaint; or (3) to affirm the plan administrator’s decision on the administrative record and without trial

. In a written de cision, the hearing justice determined that the Superior Court lacked subject

- matter jurisdiction over plaintiff’s claims , reasoning that the proper recourse rests in this
Court . The hearing justice went on, however, to decide that , even if the Superior C ourt had subject

- matter jurisdiction over plaintiff’s claims , the municipal defendant s were entitled to summary judgment because the plan administrator ’s decision was not arbitrary and capricious

. Judgment entered on February 10, 2016, dismissing the action for lack of subject

- matter jurisdiction

. Additionally, the judgment provides that, “[a]ssuming that the Superior Court had subject

- matter jurisdiction, because plaintiff failed to establish any genuine issues of material fact relating to the validi ty of the decision of the Town Council, defendants are awarded judgment as a matter of law as to plaintiff’s second amended complaint

. ” The plaintiff timely appealed t o this Court. 4

3 Importantly, pursuant to Article I, Rule 13(e) of the Supreme Court Rules of Appellate P rocedure, “[a] denial of a petition, without more, is not an adjudication on the merits and has no precedential effect, and such action is to be taken as being witho ut prejudice to a further application to this Court or any court for the relief sought.” Therefore, we wish to make clear that our denial of plaintiff’s petition for certiorari was in no way intended to convey our belief one way or the other regarding the Superior Court’s jurisdiction over the matter. 4 The plaintiff filed his notice of appeal on February 9, 2016. As we have previously held, “ in cases in which an appeal has been prematurely filed, [we] will ‘treat the appeal as if it had been timely filed after judgment was entered.’” Arnold Road Realty Associates, LLC v. Tiogue Fire District , 873 A.2d 119, 125 n.4 (R.I. 2005) (quoting United Lending Corp. v. City of Providence , 827 A.2d 626, 631 n.9 (R.I. 2003)).- 5

-

On appeal, plaintiff contends that the hearing justice erred in grantin g defendant s ’ motion to dismiss because G.L. 1956 § 8

- 2

- 13 confers jurisdiction on the Superior Court over his claims for breach of contract and specific performance , and G.L. 1956 §§ 9

- 30

- 1 and 9

- 30

- 2 confer jurisdiction upon the c ourt over t he declaratory

- judgment claim

. The plaintiff cites to our decision in Retirement Board of Employees’ Retirement System of City of Providence v.
Corrente , 111 A.3d 301 (R.I. 2015) , to support his position

. Moreover, plaintiff argues that the hearing justice erred in alternatively granting defendants’ motion for summary judgment ; according to plaintiff, the hearing justice employed an improper standard of review. To the contrary, defendants take the position that the hearing justice properly determined that t he Superior Court lacks subject

- matter jurisdiction over this matter because the plan administrator operates in a quasi

- judicial capacity in deciding matters involv ing pension

- benefit eligibility . T herefore , defendants argue, the proper avenue of review of those decisions is through a writ of certiorari to this Court. Moreover , defendants contend that , e ven if the Superior Court did have subject

- matter jurisdiction to review the plan administrator’s decision denying pension benefits , th at decision was no t arbitrary and capricious , and as such the hearing justice did not err in alternatively granting summary judgment in favor of defendants

. II Motion to Dismiss for Lack of Subject
- M atter Jurisdiction
A Standard of Review

“ We have previously held that ‘ a challenge to subject

- matter jurisdiction questions the very power of the court to hear the case. ’ ” Corrente , 111 A.3d at 305 ( brackets omitted) (quoting In re New England Gas Co

. , 842 A.2d 545, 553 (R.I. 2004) ). “Subject

- matter jurisdiction ‘ may- 6

-

not be w aived by any party and may be raised at any time in the proceedings. ’ ” Id. (quoting In re New England Gas Co

. , 842 A.2d at 553). “We review ‘ de novo whether a court has subject

matter jurisdiction over a particular controversy.’” Id. (quoting In re New En gland Gas Co

. , 842 A.2d at 553).
B Discussion The first issue before this Court is whether the Superior Court had subject

- matter jurisdiction to conside r what is essentially plaintiff’s appeal of the plan administrator ’s decision denying his request for pension benefits. O ur focus is whether a party must seek review of a town council’s quasi

-

judicial act through this Court by way of a writ of certiorari , or whether it may be reviewed under the general jurisdiction or declaratory

- judgment jurisdiction of the Superior Court. As we have routinely explained, “the Superior Court ‘ is a court of gene ral equitable jurisdiction ; although its jurisdiction is not limitless, the Superior Court possesses, as a matter of fundamental judicial power, the jurisdiction to hear and confront the merits of any case wherein the power of determination has not been specifically conferred upon another tribunal. ’ ”
Corrente , 111 A.3d at 306 (deletion omitted) (quoting La Petite Auberge, Inc. v. Rhode Island Commission for Human Righ ts , 419 A.2d 274, 279 (R.I. 1980)). Consequently, plaintiff endeavors to classify his case as an action in equity, which he argues would allow him to shield his claim from dismissal for lack of subject

- matter jurisdiction. We disagree with plaintiff’s c haracterization of his claims and with his assertion that the above

discussed statutes provide the Superior Court with subject

- matter jurisdiction. The plaintiff’s underlying claim s, when originally filed in Superior Court in 2012 , sought specific performance- 7

-

for payments to him under the plan and a declaration as to the parties’ rights and obligations under the plan . However, after the plan administrator denied plaintiff pension benefits, and after we denied plaintiff’s petition f or certiorari, plaintiff’s claim in Superior Court was essentially an appeal of the plan administrator ’s decision

. Accordingly, plaintiff is now seeking review of the plan administrator’s decision , made in its quasi

- judicial role. We have clearly explai ned that “the proper procedure to gain review of a quasi

- judicial action of a town council, except where a right of appeal is specifically provided by statute, is by a writ of certiorari to this [C]ourt.” Eastern Scrap Services, Inc. v. Harty , 115 R.I.
260 , 262, 341 A.2d 718, 719 (1975). Pursuant to the plan, the plan administrator’s

“discretionary authority includes, but is not limited to, the authority to make any and all factual determinations and interpret all terms and provisions of the [p]lan docume nts relevant to the issue under consideration. The exercise of authority will be binding upon all persons; will be given deference in all courts of law to the greatest extent allowed under law; and wil l not be overturned or set aside by any court of law u nless found to be arbitrary and capricious or made in bad faith .” Armed with the discretion to make any and all factual determinations and to interpret the terms of the plan, w e opine that it i s indisputable that the plan administrat or was acting in a
qu asi

- judicial fashion when it made a determination concerning plaintiff’s eligibility for pension
benefits

. See Ims v. Town of Portsmouth , 32 A.3d 914, 9 29 (R.I. 2011) (explaining that “the term

‘ quasi

- judicial ’ suggests that an administrative body will be making a determination that will have an impact on a party’ s rights, that it will conduct a hearing, consider evidence, and reach a decision relative to the issues raised in the complaint”). In determining that the proper avenue for entertaining such an appeal is by way of a writ of certiorari, the hearing justice in the present case cited to Scolardi v. City of Providence , 751 A.2d 754 (R.I. 2000). In Scolardi , the r etirement b oard for the City of Providence a pproved an- 8

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accidental disability retirement pension for the plaintiff. Scolardi , 751 A.2d at 754. The next day, the city solicitor drafted a letter to the city controller asserting that the evidence did not support the board’s decision and further prohibi ting the approval of benefits for the plaintiff. Id.
at 754

- 55. Thereafter, when the plaintiff was not paid pursuant to the board’s decision, he filed a complaint in Superior Court seeking declaratory and injunctive relief and a writ of mandamus requiring the city to begin payments. Id. at 755. Upon review, the trial justice determined that the plaintiff was not entitled to benefits ; the plaintiff appealed. Id. This Court held on appeal that “[t]he trial justice was without authority to conduct the de no vo review ” of the board’s decision.
Id. at 756. The Court further explained that “[i]n the absence of specific statutory delineation of a particular forum for relief, a party must resort to this Court by way of common law certiorari.”
Id.
It is further ou r opinion that plaintiff’s reliance on Corrente is misplaced. U nlike the case now before us , in Corrente , a statute did delinea te a particular forum of relief other than by way of common law certiorari. Corrente , 111 A.3d at 305. There, while t he matter was pending before this Court, the General Assembly adopted G.L. 1956 § 36

- 10.1

- 5, which granted the Superior Court subject

- matter jurisdiction to review dishonorable

- service

- based pension

revocation cases. Id. Th is Court held that the Superior Court , whi le it did not have jurisdiction when the case was first adjudicated in that court, had been vested with subject

- matter jurisdiction under the newly

- enacted statute , and therefore the court had the power to review the retirement board’s decision. Id. at 309

. As was the case in Corrente , however, we wish to make clear that “[w]e do not deny that the Superior Court has previously adjudicated municipal pension disputes pursuant to its equity jurisdiction; however, we are unaware of any such case that was not b rought by an aggrieved- 9

-

plaintiff seeking a traditional equitable remedy or declaratory relief. ” Corrente , 111 A.3d at 307;

s ee also Trice v. City of Cranston , 110 R.I. 724, 725

- 26, 297 A.2d 649, 650 (1972) (declaratory

judgment action brought by city firef ighters regarding their entitlement to reduction in eligibility time required for longevity pensions); Marro v. General Treasurer of City of Cranston , 108 R.I. 192, 193, 273 A.2d 660, 661 (1971) (petition for writ of mandamus brought by a city police lieutenant regarding the amount of his pension following involuntary retirement); Beebe v. Fitzgerald , 106 R.I. 650, 651

- 52, 262 A.2d 625, 626 (1970) (cit y police officer challenging the amount of his pension award following retirement pursuant to statutory scheme). In each of the above

- cited cases, the plaintiff s w ere essentially asking for an adjustment of benefits that the respective board had already approved. H ere, h owever , plaintiff asks th is Court to make a determination about his overall entitlement to benefits. As we clarified in
Corrente , “it was not the classification of ‘municipal pension disputes’ that vested the Superior Court with jurisdic tion in these cases. Rather, these were cases brought by plaintiffs seeking known equitable remedies; the actions merely happened to have in common that each dispute involved an employee’ s rights regarding his or her pension benefits. ” Corrente , 111 A.3d at 307. Accordingly, we find these cases to be both factually and procedurally distinguishable from the case at bar

. For these reasons , we affirm the judgment of the hearing justice granting defendant s ’ motion to dismiss for lack of subject

- matter jurisdiction. Because we hold that the hearing justice lacked subject

- matter jurisdiction to decide the case in Superior Court, we will not review the hearing justice’s decision on defendant s ’ alternative motion for summary judgment.- 10

- III Review on Certiorari of the Plan Administrator’s Decision
P ursuant to what we indicated at oral argument, we now reinstate and grant plaintiff’s original petition for a writ of certiorari

— originally denied without prejudice by this Court on June 12, 2015

— and pro ceed to review the plan administrator’s decision denying plaintiff pension benefits

. 5
A Standard of Review This Court “ review [s] a pension administrator’s interpretation of a pension plan that is governed by federal law under an arbitrary

- and

- capricious standard

— provided the plan accords the administrator discretionary authority to determine benefit

- related questions; if not, the c ourt should apply a de novo standard of review. ” 6 Goncalves v. NMU Pension Trust , 818 A.2d 678, 682 (R.I. 2003) (citing Firestone Tire & Rubber Co. v. Bruch , 489 U.S. 101, 115 (1989)) ; see Canario v. Culhane , 752 A.2d 476, 479 (R.I. 2000) (holding that the Superior Court correctly

5 On January 29, 2019, after hearing ora l arguments, we issued an order directing “that both parties submit, within twenty (20) days, any further documents or exhibits presented to the plan administrator of the defendant Coventry Municipal Employees’ Retirement Plan, other than those already sub mitted to us, that the parties believe would be helpful in our analysis in the event we choose to treat this matter as a petition for certiorari to review the plan administrator’s decision.” Neither party submitted further documentation for our review. M oreover, plaintiff replied to the order stating that his attorney had reviewed, “with the cooperation of the Coventry Town Clerk * * * all of the exhibits presented to the [p]lan [a]dministrator.” Therefore, plaintiff stated his belief “that all helpful e xhibits have been previously submitted to the Court.” Accordingly, we are satisfied that the Court possessed all necessary documents to review the plan administrator’s decision and we proceed to do so in the interest of expediency, without issuing formal notice. 6 There is no dispute that the plan is governed by federal law. The plan provides that “[i]t is intended that the plan, as restated, shall continue to qualify as a governmental defined benefit plan under the Internal Revenue Code of 1986 [

. ] ” Moreover, “[t]he validity of the plan or any of its provisions is determined under and construed according to Federal Law [

. ] ”- 11

-

applied an arbitrary

- and

- capricious standar d of review to an administrator’ s denial of a disability pension to a police officer). “If a plan grants discretionary authority for a plan administrator to interpret the terms of the pl an and to apply them to specific cases, then the administrator’s powers include the ability to make appropriate factual findings.” Id. at 682.
B Discussion We begin by determining whether the plan administrator’s actions were within its authority under the plan. The plan p rovides, in pertinent part:

“Subject to the provisions of this article, the Plan Administrator has complete control of the administration of the Plan. The Plan Administrator has all the powers necessary for it to properly carry out i ts administrative duties. Not in limitation, but in amplification of the foregoing, the Plan Administrator has complete discretion to construe or interpret the provisions of the Plan, including ambiguous provisions, if any, and to determine all questions that may arise under the Plan, including all questions relating to the eligibility of Employees to participate in the Plan * * *. The Plan Administrator’s decisions upon all matters within the scope of its authority shall be final.” It is clear, then, that t he language of the plan specifically provides that the plan administrator ha s the authority to interpret and make decisions concerning the plan, to the extent allowed by law. Therefore, we next consider whether the plan administrator’s interpretatio n of the plan was arbitrary and capricious. The plaintiff argues that the plan administrator’s decision was arbitrary and capricious because it was not supported by substantial evidence and because the plan administrator failed to apply the plain and ord inary meaning of the plan’s terms. Moreover, plaintiff avers that the plan
administrator exhibited bias and bad faith in the discussions among the members on the record. The plaintiff points out that the plan administrator’s decision repeatedly refers to the fact that “no- 12

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probate judge, assistant probate judge, assistant solicitor, or town manager has previously requested a pension under the [P] lan” ; plaintiff avers that this is not evidence on which a rational decision can be made. The plaintiff highlig hts that there was no evidence before the plan administrator to show that any other town employee had served the town for over twenty

- two years, as did plaintiff. Additionally, plaintiff argues that he was classified as an administrative employee during h is tenure with the town and therefore qualified for pension benefits. The plaintiff relies on a 2008 letter from a legal consultant , who opined that town solicitors and assistant town solicitors were qualified to participate in the plan . Finally, plainti ff alleges that “[h]e received a regular paycheck, with federal payroll tax, social security and Medicare deductions, like any other employee of the town, with a W

- 2 tax form annually” and that other part

- time employees received pension benefits. The defe ndants contend , however, that the plan administrator’s decision was rational, logical, and supported by substantial evidence. The defendants highlight that the plan administrator considered several of the above

- discussed factors in reaching its conclusion. Furthermore, they argue that plaintiff “mistakenly assumed that the [legal consultant’s] opinion was dispositive of his claim to pension benefits” when, in fact, the plan administrator has the broad discretionary power to interpret the pl an and pension

- benefit eligibility thereunder. The defendants also aver that plaintiff’s contention that the plan administrator erred when it neglected to strictly construe the ambiguous term “administrative employee” against the drafter is without
merit because the plan specifically vests the plan administrator with the discretion to construe and interpret the plan’s terms. The plan administrator’s decision beg ins by listing a brief chronology of plaintiff’s work history with the town , indicating that p laintiff “served the Town in multiple, sometimes- 13

-

overlapping, capacities during the course of his 22

- year tenure with the Town. ” The decision further acknowledge s that “ there were different pension plans in effect at different points in time during his te nure.” The decision cite s our opinion in JMC, LLC v. Town of Cumberland Zoning Board of Review , 889 A.2d 169 (R.I. 2005), and notes that the plan administrator “was cognizant of the Rhode Island Supreme Court’s teaching that a ‘municipal board, when actin g in a quasi

judicial capacity, must set forth in its decision findings of fact and reasons for the actions taken’ and that ‘factual findings cannot be merely conclusional, and the application of the legal principles must be something more than the recital of a litany[.]’ ” (Quoting JMC, LLC , 889 A.2d
at 176

- 77 .) Additionally, t he decision provides that, “[ t ] o the plan administrator’s knowledge, [plaintiff’s] request raises an issue of first impression under the Plan[.]” The plan administrator ’s decision consider s the language of the 1997 and 2008 restatements , which establish the definitions of an “el i gible employee , ” and analyzes whether plaintiff qualified as such. Further, the decision note s that “it was the plan administrator’s informed judgment, an d was found as fact, that [plaintiff] was * * * not a participant under the 1977 Plan because the positions of probate judge, assistant probate judge, and assistant solicitor have never been * * * positions the holders of which were eligible to participate in the Plan.” The decision explain s that the plan administrator relied on the historical context of the town to determine that plaintiff’s positions were never understood to qualify him as a municipal employee. Notably, the plan administrator did recogn ize that “in the abstract and ignoring any historical context, the term

‘ [ m ] unicipal employee’ could be interpreted as including the probate judge, acting probate judge, and assistant solicitor.”- 14

-

Moreover, the decision consider s the testimony adduced at the hearing. The decision refer s to the then town manager ’s testimony that the “Town records reveal[ed] that no assistant town solicitor, town solicitor, municipal court judge, or probate judge has ever participated in or applied for a pension.” The decision also refer s to the deposition testimony of Cheryl Wilcox, who held the position of secretary to the town manager since 2002 , throughout the tenure of five different town managers. The decision explain s that Ms. Wilcox testif ied that she was the clerical “point person” for the plan and that plaintiff “was not on the running Plan

- participation list which identifies every Town employee who is eligible for a pension and to which new Town employees are added when they are hired

. ” Finally, the decision relies on Ms. Wilcox’s testimony that plaintiff was not on that list when she began her service as secretary. Additionally, the plan administrator’s decision consider s plaintiff’s own testimony. Specifically, the decision refer s t o plaintiff’s statements where he testified: “I never knew we had a pension until I saw [ the legal opinion ] letter ” sometime after October 2008. He also testified:

“ I never thought we were eligible.” Moreover, plaintiff testified that he did not contribu te to the pension from February 1986 through December 2008 because he “had no idea there was a pension involved.”
The decision also relie s on what the plan administrator deemed “ the negative implications of certain actions of the Town Council. ” In its d ecision, the plan administrator explain s that the plan had been underfunded for a number of years and one reason may have been a lack of required employee contribution s . Moreover, the decision explain s that, beginning in the mid

199 0s, certain union

- member employees were required to contribute to their pension , but administrative employees were not. Then, in 20 0 7 , the t own c ouncil adopted a resolution providing that full

- time , permanent employees hired after 2007 would be required to contribute a- 15

-

cer tain p art of their gross wages toward the cost of the plan. Based on the town council’s adoption of th is resolution , along with a 2010 resolution with additional new requirements requiring contributions by employees , the decision reason s that “if the pers ons holding the positions of probate judge, acting probate judge, or assistant solicitor participated in the Plan, one would have expected that those persons would also have been required to contribute since the obvious purpose of th e resolutions was to in crease Plan contributions.”
The decision goes on to explain that the positions of probate judge, acting probate judge, and assistant solicitor are not full

- time positions . In reaching that conclusion, the decision notes the limited number of days per mo nth devoted to the position of probate judge , the lack of minimu m - hou r requirements for the assistant solicitor position, and plaintiff’s ability to continue to privately practice law in addition to performing his duties as assistant solicitor. 7 For these reasons, the decision conclude s that the exclusion of these positions from contribution requirements of the plan “was neither oversight nor special indulgence, but was rather an indication that the probate judge, acting probate judge, and assistant solicitors were not considered as participants under the Plan and thus need not have been taken into account.” Finally, the decision addresses plaintiff’s post

- hearing arguments. First, the decision discusse s the letter from the legal consultant . In that letter, the legal consultant opined that it appeared that the town solicitor and the assistant town solicitors would q ualify to participate in the plan because , he believed , they were “ eligible employees ” under the plan. The decision explains that the plan administrator did consider the legal consultant’s letter , “but was ultimately unpersuaded by the rationale presented in the * * * opi ni on, which was essentially that the

7 The plan administrator did not go into detail regarding plaintiff’s brief tenure as town manager because plaintiff did not ser ve in the position long enough to have earn ed any pension benefits, regardless of the interpretation of the p lans.- 16

-

Town’s Charter does indicate indirectly who are the To w n’s Administrative Employees who fall within the definition of ‘ E ligible Employee’ who are the Active Participants of the Plan. ” (Internal quotatio n marks omitted.) The decision then addresses and dismisses plaintiff’s argument that the plan administrator must strictly construe the ambiguity in the phrase “adm inistrative employee” against the drafter. The plan administrator reviewed the case law plaintiff cited and found it to be irrelevant. Moreover, the plan administrator “determined that it would be a breach of its fiduciary duties for it to blithely determ ine that because the phrase ‘administrative employee’ is undefined and ambiguous that it must be interpreted

— by the virtue of its ambiguity

— to provide [plaintiff] with a pension.” Finally, the decision finds as fact that the positions described as “administrative employees” under the plan differ from those held by plaintiff because those positions require
full

- time commitments to the town. Moreover, the decision note s that “ unlike ‘administrative employees,’ probate judges, acting probate judges a nd assistant solicitors do not have set working hours , do not participate in any Town

- provided health coverage, do not get holiday pay or overtime, and do not have vacation, sick or any other leave.” “Use of the arbitrary and capricious standard means t hat reviewing courts will uphold administrative decisions interpreting the plan as long as the administrative interpreters have acted within their authority to make such decisions and their decisions were rational, logical, and supported by substantial evi dence.” Goncalves , 818 A.2d at 6 8 2

- 8 3

. “Substantial evidence
means evidence reasonably sufficient to support a conclusion.” Id. at 683 (emphasis in original) (deletion omitted) (quoting Doyle v. Paul Revere Life Insurance Co. , 144 F.3d 181, 185 (1st Cir. 1998) ). “ If a plan vests discre tion in an administrator, then ‘ it is up to the administrator, not judges, to choose between reasonable alternatives. ’ ” Id. ( quoting Coleman v. Metropolitan Life- 17

-

Insurance Co. , 919 F. Supp. 573, 582 (D.R.I. 1996) ). “In deci ding whether an administrator’s interpretation of a plan was reasonable, it is irrelevant whether a reviewing court agrees with the administrator’s interpretation or whether an employee offers another reasonable interpretation.”
Id. When reviewing a plan administrator’s decision, this Court “neither should substitute its own judgment for that of the administrator, nor disturb an administ rator’s interpretation of a plan so long as it was reasonable.” Id. “The administrators’ determination need only be ‘rat ional’ and ‘reasonable with no abuse of discretion.’” Id. (quoting Coleman , 919 F. Supp. at 581).
In Goncalves , we recognized the following principles : “The touchstone of arbitrary and capricious conduct is unreasonableness. When reviewing a determination under the arbitrary and capricious standard, the court’ s inquiry is not into whose interpretation of plan documents is most persuasive, but into whether the plan administrator ’ s interpretation is unreasonable. Further, when reviewing a decisi on made under the arbitrary and capricious standard, the court’s role is limited to determining whether determinations were made rationally and in good fait h

— not whether they were right. A legally incorrect interpretation does not automatically signal an abuse of discretion. The administrator’s decision need not be the only logical one nor even the best one. It need only be sufficiently supported by facts within their knowledge to counter a claim that i t was arbitrary and capricious. ” Goncalves , 818 A.2d at 683 n.3 (quoting John F. Buckley, ERISA Law Answer Book , Q21:31 at 21

- 32

- 33 (4th ed. 2003) ) (internal citations omitted)

. In light of the above

- quoted language and our application of the arbitrary and capricious standard, we uphold the plan administrat or’s decision. After a careful review of the record, we

are unable to find anything that would rise to the level of being arbitrary and capricious. While the plaintiff set forth strong arguments in support of his contention that he was entitled to benefi ts under the plan , we cannot say that the plan administrator’s decision denying the plaintiff pension benefits was unreasonable, irrational, or not made in good faith. Rather, we hold that the plan administrator’s decision was sufficiently supported by testimonial and other evidence and- 18

-

that it reached a reasonable conclusion. Accordingly, we affirm the plan administrator’s
decision.
I V Conclusion For the reasons stated herein, we affirm the judgment of the Superior Court dismissing plaintiff’s co mplaint for lack of subject

- matter jurisdiction and remand the papers to that tribunal . Moreover, upon reinstating the plaintiff’s petition for certiorari, we affirm the decision of the plan administrator denying the plaintiff pension benefits under the C oventry Municipal Employees’ Retirement Plan.
Justices Goldberg and Flaherty did not participate.STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

SUPREME COURT

– CLERK’S OFFICE OPINION COVER SHEET

Title of Case Richard P. Sullivan v. Coventry Municipal Employees’ Retirement Plan et al. Case Number No. 201 5

- 58

- M.P. No. 2016

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- Appeal. ( KC 12

- 1126 ) Date Opinion Filed March 22 , 201 9 Justices Suttell, C.J., Robinson , and Indeglia JJ. Written By Associate Justice Gilbert V. Indeglia Source of Appeal Kent County Superior Court Judicial Officer From Lower Court Associate Justice Bennett R. Gallo

Attorney(s) on Appeal For Plaintiff : Robert D. Goldberg, Esq. For Defendant s : Vincent F. Ragosta, Jr., Esq. Nicholas Gorham, Esq. D. Peter DeSimone, Esq. Marc DiSisto, Esq.

SU

- CMS

- 02A (revised June 2016)