16-733-cv

Pruter, et al v. Local 210’s Pension Tr. Fund, Local 210 Int’l Bhd. Of Teamsters

16

‐ 733

‐ cv

Pruter, et al v. Local 210’s Pension Tr. Fund, Local 210, Int’l Bhd. of Teamsters

UNITED STATES COURT OF APPEALS 1

FOR THE SECOND CIRCUIT 2

__________ __________ 3

4

August Term, 2016 5

6

(Argued: November 8, 2016 Decided: June 6, 2017) 7

8

Docket No. 16

‐ 733

‐ cv 9

10

__________ __________ 11

12

JANET PRUTER, RAYMOND MARQUES, JOHN ARTATES, ELIZABETH 13

AYALA, URSULA BILOSCHAETZKE, DIANE BLAKE, MIREILLE BOYD, 14

MARGO BRADY, IRENE BULLARD, CHERYLE CANNON, RHONDA 15

CHANG

‐ SCHOKNECHT, LISA MARIE COMALLI, VERNEDIA CRAWLEY, 16

SUSAN DEARING, GUDRUN DEVITO, TAMMY DURANT, PAMELA ECCLES, 17

CHRISTINE ERDODI, MARGARUITE EVERLY, SUZANNE K. FLEISHER, 18

MARGARET FOGG, DONNA FRITZ, PATRICIA GEORGE, MARTHA JANE 19

GIBSON, CLAUDIA GODDARD, PAUL GRAHAM, BOBBI S. GRIFFEY, 20

KIMBERLY GRIFFITH, LINDA GRIFFITHS, EDWARD T. HARTNACK, III, 21

ELIZABETH HEFFERNAN, PATRICIA HERRON, TROEN HULETT, VANESSA 22

HYNES, CHARLES I. IRBY, MAUREEN JEPSON

‐ ZAR, BENEDICT JOHNSON, 23

DONNA KORMAN, LONISE LARBIG, KELLY LAVIK, ARTHUR LEE, 24

BARBARA LEKICH, ANN LLYOD, KAREN L. LOWE, HASSINE MANAI, 25

DALE MARTIN MCNULTY, BERNARD MCPHAIL, JEROME MEADOWS, 26

BEVERLY MONTE, MARY STEPHANIE MOORE, PENELOPE MOORE, 27

MIRIAM DENORIS MOULTRIE, GERDA MUELLER, RAMIRO A. MURILLO, 28

IRMGARD NEUKAMM, STEPHEN OUELLET, DENISE D. PARKER, ALAIN 29

POULENARD, SHARON PRATT, GREGORY RAMIREZ, DAVID RATHERT, 30

MARY YUEN RATHERT, LINDA CHANEY RICE, GARY J. RODRIGUES, 31

VIRGINIA SAXTON, OLAF SCHOKNECHT, SHERRY SEVERN, ARLENE 322 SHAW, WENCKE A. SHISHIDO, BYRON SHUFORD, KEVIN S. SMITH, 1

SUSAN SPACKMAN, RHONDA SPENCER

‐ SAMS, JULIE E. STONE, 2

STEPHANIE SUGANUMA, CHRISTINE A. TITTIGER, KENNETH F. 3

TOMLINSON, MICHAEL TOUZARD, PATRICIA B. TUNNEY, DOUGLAS 4

TURICH, OLIVIA L. VADEN, YVONNE FLORENCE VERLICCHI, BONITA 5

SHAW WELLS, KATER WESTERMAN

‐ SCHMID, HERMINE WHALON, 6

PAMELA WITBRO, NICHOLAS WRIGHT, 7

8

Plaintiffs

‐ Appellants

, 9

10

v. 11

12

LOCAL 210 ʹ S PENSION TRUST FUND, LOCAL 210, INTERNATIONAL 13

BROTHERHOOD OF TEAMSTERS, 14

15

Defendants

‐ Appellees

. 16

17

__________ __________ 18

19

Before: CABRANES, POOLER, and PARKER, Circuit Judges

. 20

21

Plaintiffs, former employees of World Airways, Inc., appeal from the 22

February 8, 2016 memorandum and order of the United States District Court for 23

the Southern District of New York (Torres, J .) dismissing their complaint seeking 24

damages for fraud, breach of contract and violation of an employee benefit plan. 25

Pruter v. Local 210’s Pension Tr. Fund

, No. 15 Civ. 1153, 2016 WL 908303 (S.D.N.Y. 26

Feb. 8, 2016). We agree with the district court that plaintiffs’ state law claims arise 27

under the Railway Labor Act (“RLA”) and are thus preempted. As those claims 283 bear a close resemblance to claims brought pursuant to the Employee Retirement 1

Income Securities Act (“ERISA”), however, we find it appropriate to borrow and 2

apply ERISA’s three

‐ year statute of limitations rather than the six

‐ month 3

limitations period the district court borrowed from Section 10(b) of the National 4

Labor Relations Act (“NLRA”). We therefore VACATE the district court’s 5

dismissal of the RLA claims brought against Local 210 and REMAND for further 6

consideration of that claim consistent with this opinion. We AFFIRM the district 7

court’s opinion in all other respects. 8

Affirmed in part; vacated and remanded in part. 9

__________ __________ 10

ARTHUR Z. SCHWARTZ, Advocates for Justice, 11

Chartered Attorneys, New York, NY, for Plaintiffs

‐ 12

Appellants

. 13

14

MYRON D. RUMELD, Proskauer Rose LLP (Anthony S. 15

Cacace, on the brief ), New York, NY, for Defendant

‐ 16

Appellee Local 210’s Pension Trust Fund. 17

18

ANDREW S. HOFFMAN, Hoffman & Associates, New 19

York, NY, for Appellee Local 210, International Brotherhood 20

of Teamsters

. 21

22

23

24

POOLER, Circuit Judge : 254 Plaintiffs, former employees of World Airways, Inc., appeal from the 1

February 8, 2016 memorandum and order of the United States District Court for 2

the Southern District of New York (Torres, J .) dismissing their complaint seeking 3

damages for fraud, breach of contract and violation of an employee benefit plan. 4

Pruter v. Local 210’s Pension Tr.

, No. 15 Civ. 1153 (AT), 2016 WL 908303 (S.D.N.Y. 5

Feb. 8, 2016). We agree with the district court that plaintiffs’ state law claims arise 6

under the Railway Labor Act (“RLA”), 45 U.S.C. § 151, et seq

., and are thus 7

preempted. As those claims bear a close resemblance to claims brought pursuant 8

to the Employee Retirement Income Securities Act (“ERISA”), however, we find 9

it appropriate to borrow and apply the three

‐ year statute of limitations set forth 10

in Section 1113 of ERISA rather than the six

‐ month limitations period the district 11

court borrowed from Section 10(b) of the National Labor Relations Act 12

(“NLRA”), 29 U.S.C. § 160(b). Our holding is consistent with our precedents 13

“reject[ing] the argument that uniformity among borrowing limitations is needed 14

among all labor cases” since suits against unions “encompass[] many varieties of 15

actions.” Phelan v. Local 305 of United Ass’n of Journeymen

, 973 F.2d 1050, 1059 (2d 16

Cir. 1992). We therefore VACATE the district court’s dismissal of the RLA claims 17

brought against Local 210 and REMAND for further consideration of that claim 185 consistent with this opinion. We AFFIRM the district court’s opinion in all other 1

respects. 2

BACKGROUND 3

Plaintiffs are former employees of World Airways, Inc. and participants in 4

Local 210’s Pension Trust Fund (the “Fund”). The Fund provides pension 5

benefits to participants and beneficiaries pursuant to an employee benefit plan 6

(the “Plan”). The Plan is a multiemployer plan within the meaning of section 3(1) 7

of ERISA, 29 U.S.C. § 1002. Pension benefits are paid based on service credits. 8

Service credits are generally earned based on an employee’s years of covered 9

service, that is, service for a contributing employer while an employee is a 10

participant in the Plan. Service credits may also be awarded based on past 11

credited service, which is a credit for an employee’s periods of covered service 12

with an employer that predate the employer joining the Plan. The Plan also 13

allows for the cancellation of past service credits if (1) the participant’s employer 14

is no longer a participating employer in the Plan and (2) cancelling the past 15

service credits is in the interest of preserving the Fund’s actuarial soundness

. The 16

Plan grants the Fund’s trustees (the “Trustees”) “the exclusive right, power, and 17

authority, in their sole and absolute discretion, to administer, apply[,] and 186 interpret the Plan,” and “to decide all matters arising in connection with the 1

operation or administration of the Plan.” App’x at 83 § 10.1. 2

Until 1996, World Airways employees were represented for collective 3

bargaining purposes by the International Brotherhood of Teamsters Local 732. 4

The collective bargaining agreement between the World Airways and Local 732 5

provided that Plaintiffs were to be enrolled in World Airway’s retirement plan 6

(the “Target Benefit Plan”). World Airways was obligated to pay 1.8 percent of 7

each employee’s gross annual salary into the Target Benefit Plan. 8

In 1996, Local 732 merged with the International Brotherhood of 9

Teamsters Local 210, after which Plaintiffs were represented by Local 210. In the 10

spring of 1996, Local 210 took over negotiations with World Airways for a new 11

collective bargaining agreement. Plaintiffs allege that, as part of those 12

negotiations, Local 210 offered to replace the Target Benefit Plan with the Plan. 13

Plaintiffs allege that Local 210 promised them that (1) World Airways would be 14

required to make a monthly contribution for post

‐ 1996 service and for past 15

service time after participants completed a five

‐ year vesting period; and (2) Local 16

201 would assume all pension liability for past service credit if World Airways 17

could not or would not fund the Plaintiffs’ past service credits. 187 A June 17, 1996 letter sent from the Local 210 negotiating team to Local 210 1

members, including Plaintiffs, stated in relevant part: 2

PENSION AND PENSION VESTING GUARANTEE 3

[International Brotherhood of Teamsters] Demand: 4

The [T]arget [B]enefit [P]lan provided by [World 5

Airways] is woefully inadequate and must be replaced. 6

It operates on the assumption that the money 7

contributed by [World Airways] will earn 8% interest 8

and it has consistently failed to do so. [World Airways] 9

refused to take on the financial burden that would 10

provide each of us with a decent retirement. 11

12

We are very pleased to advise that Local 210 offers 13

retirement plans for its members where the employer 14

does not have sufficient funds or is unwilling to commit 15

the necessary cash to provide a viable retirement. Local 16

210 has designed a federally insured, 100% funded, 17

“defined benefit plan” to which [World Airways] will 18

provide monthly contribution with a 100% past service 19

credit after a 5 year vesting period. This will provide an 20

extraordinary improvement in our benefit from today’s 21

level. 22

23

This is possible because, while [World Airways] will 24

never contribute enough money to have purchased the 25

benefit for us, our Union (and the members of our local 26

who will vote to accept us into their plan) are willing to 27

accept the liability to protect and make a long term 28

commitment to represent us. 29

30

App’x at 109. 318 In a July 9, 1996 letter to all Local 210 members on reaching a new 1

agreement, Local 210’s trustee

‐ agent stated: 2

I would like to explain to you the depth of 3

commitment this Local union has for its new members. 4

With the approval of Secretary

‐ Treasurer Angelo 5

Martin, this Local created a new Pension Plan for the 6

employees at World Airways. This plan which I 7

negotiated into your contract, gives Pension credit to all 8

members back to the date of hire, after vesting. In other 9

words if you have worked for the company for ten (10) 10

years to date, and you work another five (5) years, at 11

retirement you will receive $600.00 per month for life. 12

13

This Pension Plan has a cost to the Union of over 14

$700,000.00 which we are willing to pay to secure a 15

better tomorrow for our new members. 16

17

App’x at 112. 18

Plaintiffs allege that, as a result of these representations, they agreed to 19

ratify the collective bargaining agreement, switch to the Plan, and accept a lower 20

amount of wage increases in return for payments into the Fund by World 21

Airways. Plaintiffs, who all have five years of post

‐ 1996 work credit with World 22

Airways, allege that each was “advised, on numerous occasions, that he or she 23

had been given past

‐ service credit,” and that, as a result, “each was to receive 100 24

percent of their service credit for the years before World began to contribute to 259 the Plan.” App’x at 121

‐ 22. Plaintiffs also allege that World Airways made 1

“contributions between 1996 and 2001 over and above what they were obligated 2

to pay for post

‐ 1996 pension credit for each of the Plaintiffs, so that by 2001 they 3

had funded the pre

‐ 1996 service credits and turned them into ‘future’ service 4

credits under the terms of the [] Plan.” App’x at 33 ¶ 109. 5

World Airways filed for bankruptcy protection in 2012. Once it entered 6

bankruptcy, World Airways ceased to be a contributing member of the Fund and 7

was assessed withdrawal liability pursuant to ERISA in excess of $18 million. 8

World Airway’s withdrawal liability was discharged in bankruptcy. 9

In December 2012, the Fund’s trustees (the “Trustees”) voted to cancel the 10

past service credits of World Airways’ employees, including Plaintiffs, pursuant 11

to the terms of the Plan that vests the Trustees with discretion to act in the 12

interests of preserving the actuarial soundness of the Fund. That language vests 13

the Trustees with broad authority to “cancel the past service credits in the 14

interests of preserving the Fund’s actuarial soundness.” App’x 90

‐ 91 § 14.5(b). 15

On remand, the district court need not reconsider the Plaintiffs’ arguments 16

related to whether the Trustee had authority to cancel credits under the Plan’s 17

terms. 1810 The Trustees told Plaintiffs that neither World Airways, nor any other 1

party, had funded the pre

‐ 1996 service credits. Plaintiffs, through counsel, asked 2

to review the record of contributions from World Airways to the Fund, but the 3

request was denied. Plaintiffs allege that the cancellation of credits from before 4

1996 drastically reduced their monthly pension benefit. 5

The Trustees informed Plaintiffs that the Fund’s third

‐ party administrator 6

verified that World Airways did not make any contributions for service prior to 7

1996. The Trustees asked Plaintiffs to submit any documentation that supported 8

their claim that past service credits had, in fact, been funded. Plaintiffs submitted 9

a letter to the Fund on May 8, 2013 stating that: 10

We are not saying that contributions were made 11

prior to 1996. We are saying that after 1996, World 12

made extra contributions to cover the pre

‐ 1996 period. 13

Every member of the union’s negotiating team confirms 14

that this was the arrangement. 15

16

App’x at 130. On June 5, 2013, the Trustees advised Plaintiffs that the Fund’s 17

actuary conducted another examination of the contribution records of the Fund 18

and determined that World did not make extra contributions to fund the 19

pre

‐ 1996 service credits. The Trustees again asked Plaintiffs if they had any 20

“documentation or evidence to substantiate their allegations that additional 2111 contributions were made on their behalf” by World Airways. App’x at 131

‐ 32. 1

Plaintiffs’ counsel responded that Plaintiffs were relying on “discussion with 2

flight attendants who served on Local 210’s negotiating committee, and who 3

discussed the agreement with World, in making our assertions. The Fund and its 4

actuaries would have the details, which is why we would want to meet.” App’x 5

at 133. 6

The Trustees made a final determination denying Plaintiffs’ claims on June 7

14, 2013, relayed via counsel: 8

I have advised you that the actuary for Local 210’s 9

Pension Plan (“Plan”) has reviewed the files and 10

contributions made on behalf of the World Airways 11

(“World”) flight attendants and has found no evidence 12

that would support your claim that additional 13

contributions were made to fund the past service credits 14

for the flight attendants. The contributions received by 15

the Plan are consistent with future credits only. Since 16

your clients have no evidence to sustain their claim and 17

the Plan’s documents indicate that no additional or 18

enhanced payments were made to fund past service 19

credits, my client sees no point in meeting with your 20

clients to discuss this matter. 21

. . . 22

As for your question as to whether your clients have 23

exhausted their administrative appeals, I have no way 24

of responding to that query. You have advised me you 25

have over forty (40) clients. I do not know their 2612 identities or where they are in the administrative 1

process. 2

3

App’x at 134

‐ 35. 4

Plaintiffs then brought the instant suit. Their complaint alleges that the 5

Trustees violated the terms of the Plan by cancelling past service credits earned 6

by Plaintiffs and that Local 210 committed fraud and breach of contract by 7

promising to fund the service credits and then reneging on that promise. The 8

Fund and Local 210 moved to dismiss, and the district court granted their 9

motions. The district court determined that Plaintiffs’ breach of contract and 10

fraud claims were preempted by the RLA and thus were subject to a six

‐ month 11

statute of limitations. Pruter

, 2016 WL 908303, at *3. It dismissed the claims 12

against Local 210 as time barred by a six

‐ month statute of limitation. Id. The 13

district court also dismissed the claim against the Fund on the ground that the 14

decision to remove the past service credits was not arbitrary and capricious. Id. at 15

*2. This appeal followed. 16

DISCUSSION 17

“We review de novo a district court ʹ s dismissal of a complaint for failure to 18

state a claim, accepting all factual allegations in the complaint as true and 1913 drawing all reasonable inferences in plaintiffs ʹ favor.” Freidus v. Barclays Bank 1

PLC

, 734 F.3d 132, 137 (2d Cir. 2013); Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). 2

I. Preemption of State Law Claims by the Railway Labor Act 3

Plaintiffs first argue that the district court erred in finding that their state 4

law claims alleging fraud and breach of contract against Local 210 were 5

preempted by the RLA because they do not seek to enforce, interpret, or 6

otherwise challenge the ratification process or collective bargaining agreement. 7

We disagree and hold that their state law claims were preempted. The RLA 8

preempts potentially conflicting state causes of action even if the state law does 9

not actually conflict with the federal law and regardless of the nature of the state 10

law claim, whether it be tort, contract, or a specialized labor statute. Lindsay v. 11

Ass ʹ n of Prof’l Flight Attendants

, 581 F.3d 47, 57

‐ 60 (2d Cir. 2009). The RLA 12

explicitly governs bargaining concerning pay or working conditions. See 45 13

U.S.C. § 152. State law claims relating to “conduct during collective bargaining 14

negotiations” are also preempted. Lindsay

, 581 F.3d at 59

‐ 60 (explaining “that the 15

imposition of additional state liability

. . . would upset the ‘balance of power’ 16

established by the RLA and ‘frustrate effective implementation of the Act’s 17

processes’” (internal citation and brackets omitted); see also Cooper v. TWA 1814 Airlines, LLC

, 349 F. Supp. 2d 495, 507

‐ 08 (E.D.N.Y. 2004) (“[S]tate law claims that 1

are ‘mere refinements’ of the duty of fair representation are preempted.”). 2

Plaintiffs’ claims against Local 210 implicate representations made during the 3

process of negotiating and ratifying the collective bargaining agreement. The 4

district court, therefore, correctly found those claims preempted by the RLA. 5

II. Applying a Three

‐ Year Statute of Limitations 6

The RLA does not specify the statute of limitations applicable to a claim for 7

breach of the duty of fair representation. “In such situations we do not 8

ordinarily assume that Congress intended that there be no time limit on actions 9

at all; rather, our task is to ‘borrow’ the most suitable statute or other rule of 10

timeliness from some other source.” DelCostello v. Int’l Bhd. of Teamsters

, 462 U.S. 11

151, 158 (1983). In DelCostello

, the Supreme Court borrowed the six

‐ month statute 12

of limitations period in Section 10(b) of the National Labor Relations Act 13

(“NLRA”) and applied it to hybrid lawsuits, in which a party brings claims 14

against both an employer and a union. Id. at 169

‐ 72. An example of a hybrid 15

lawsuit is one in which employees sues their employer alleging a breach of the 16

collective bargaining agreement and sue the union alleging a breach of its duty of 17

fair representation by mishandling the ensuing grievance or arbitration 1815 proceeding. Id. at 170. Our Court extended DelCostello by borrowing Section 1

10(b)’s six

‐ month limitations for duty of fair representation claims where such 2

claims “directly implicated the collective bargaining relationship.” Phelan v. Local 3

305 of United Ass’n of Journeymen

, 973 F.2d 1050, 1060 (2d Cir. 1992); see also 4

Haerum v. Air Line Pilots Ass ʹ n

, 892 F.2d 216, 219 (2d Cir. 1989) (applying six

‐ 5

month limitations period to duty of fair representation claim based on the 6

union’s failure to file a grievance on, or renegotiate the issue of, pilot seniority). 7

The district court here relied on Haerum when it applied a six

‐ month limitations 8

period to Plaintiffs’ claims without any further analysis, but Haerum interpreted 9

claims brought under Labor Management Reporting and Disclosure Act 10

(“LMRDA”), 29 U.S.C. § 411 et. seq.

, which is not the statute at issue here. 11

Unlike the claims in Phelan

, the claims in this appeal do not “directly 12

implicate the collective bargaining relationship” and thus require a different 13

approach. Phelan

, 973 F.2d at 1060. We previously recognized that “[t]he 14

problems in choosing the proper statute to borrow are compounded in the labor 15

area,” and thus we must “analyze [each] labor case on its facts before choosing 16

which limitations period to borrow.” Id. at 1058

‐ 59 (citing Reed v. United 17

Transportation Union

, 488 U.S. 319 (1983) (noting that the “Supreme Court has 1816 rejected the argument that uniformity among borrowing limitations is needed 1

among all labor cases

. . .”)). Moreover, “where (1) a federal rule of limitations 2

clearly provides a closer analogy than state alternatives, and (2) the federal 3

policies at stake and the practicalities of the litigation render the federal 4

limitation ‘a significantly more appropriate vehicle for interstitial lawmaking,’” 5

we borrow the limitations period from federal law. Id. at 1058. 6

Here, Plaintiffs seek to hold Local 210 to a pledge they allege the union 7

made, namely, a promise that if World Airways failed to fund the past service 8

credits, Local 210 would fund those credits so that union members did not lose 9

pension benefits because of the switch from the Target Benefit Plan to the Plan. 10

Plaintiffs urge us to find that their claims most resemble a claim for pension 11

benefits asserted under ERISA such that the appropriate statute of limitations to 12

borrow is the three

‐ year period set forth in Section 1113(2) of ERISA applies. We 13

agree. 14

The Third Circuit took a similar approach in Adams v. Gould Inc

., which 15

involved a settlement the union reached with the employer over collectively 16

bargained pension benefits. 739 F.2d 858 (3d Cir. 1984). Briefly, the Adams 17

plaintiffs—all former employees—alleged that the employer and union entered 1817 into a settlement agreement that failed to comply with an arbitrator’s award 1

regarding the benefits. Id. at 861. The Adams plaintiffs alleged a violation of the 2

collective bargaining agreement by the employer and a breach of the union ʹ s 3

duty of fair representation. Defendants argued that the action was barred by the 4

six

‐ month statute of limitations contained in Section 10(b) of the NLRA. Id. at 5

866. The Third Circuit disagreed, finding the claims more akin to a pension claim 6

implicated by ERISA such that borrowing the three

‐ year limitations period in 7

Section 1113(2) better furthered the federal policies at stake. Id. at 867. 8

In particular, the Adams Court noted that a hybrid lawsuit, such as the one 9

at issue in DelCostello

, “normally involves an issue that is intertwined with the 10

day

‐ to

‐ day relationship between management and labor. Speed and finality in 11

the resolution of disputes are the most relevant policies in those situations.” Id. at 12

867. “In pension dispute[s], however, that policy is less relevant.” Id. “The 13

absence of an effect on their day

‐ to

‐ day working environment also makes it far 14

more likely that employees will not be aware of their grievance immediately. 15

These factors favor the application of a longer period of limitations.” Id. 16

We adopt an approach similar to that of the Third Circuit. Since the claims 17

at issue here do not touch on the relationship between an employer and the 1818 union, but instead touch on the relationship between the employee and the 1

union, the longer limitations period in ERISA is the appropriate period to 2

borrow: 3

We believe that there is a distinction between the 4

implication of delay in resolving disputes over pension 5

contribution issues and the implications of delay in 6

resolving disputes over terms of a collective bargaining 7

agreement that affect the day

‐ to

‐ day operations of a 8

business. We also believe that this distinction justifies 9

the use of a different limitations period. 10

11

Id .; see also Phelan

, 973 F.2d at 1061 (holding Section 10(b) limitations period did 12

not apply to claim alleging a breach of the union’s constitution because 13

“[r]esolution of claims concerning breach of a union constitution that do not 14

relate to formation of a collective bargaining agreement [do] not have a direct 15

and immediate impact on union

‐ management relations”). 16

We recognize that the Seventh Circuit declined to follow Adams

, stating it 17

was reluctant to apply different statutes of limitations to duty of fair 18

representation claims that arise out of “the employment terms of collective 19

bargaining agreements (and to the negotiations leading to them)” and to claims 20

arising out of “the pension terms of the same agreements (arising from the same 21

negotiations).” United Indep. Flight Officers, Inc. v. United Air Lines, Inc

., 756 F.2d 2219 1262, 1273 (7th Cir. 1985) ; see also Lea v. Republic Airlines, Inc.

, 903 F.2d 624, 633 1

(9th Cir. 1990) (adopting Seventh Circuit’s rationale in United Independent and 2

applying a six

‐ month limitation period to a hybrid RLA/ERISA claim). 3

Contrary to the Seventh Circuit, our Circuit previously endorsed choosing 4

the appropriate statute of limitations to borrow based on the facts of a particular 5

case, rather than applying a single limitations period to all labor claims. See 6

Phelan

, 973 F.2d at 1060

‐ 61. As discussed above, Plaintiffs here seek to hold Local 7

210 accountable for promises they allege Local 210 made to employees whom 8

they represented in negotiations over their pensions. We believe this situation is 9

different from plaintiffs who seek to challenge or enforce the terms of a collective 10

bargaining agreement against the employer, as occurred in Adams

. Accordingly, 11

a three

‐ year ERISA statute of limitations should be applied. 12

Applying the three

‐ year ERISA statute of limitations allows Plaintiffs to 13

bring suit within three years of “the earliest date on which the plaintiff had 14

actual knowledge of the breach.” 29 U.S.C. § 1113(2). The Plaintiffs discovered 15

the past service credits were not funded in December 2012, when the Fund 16

cancelled their credits. Plaintiffs sued in February 2015, thus making their claims 17

timely. 1820 1

2

III. Whether Local 210’s Promise is Enforceable 3

Local 210 argues in the alternative that, even if Plaintiffs’ claims are timely, 4

Plaintiffs do not set forth a legally sufficient cause of action because federal law 5

bars the union from making such contributions to the Fund on behalf of the 6

Plaintiffs. Local 210 argues that under the terms of the trust agreement 7

governing the Fund and pursuant to Section 302(c)(5) of the Labor Management 8

Relations Act, 29 U.S.C. § 401, contributions to the Fund may only be made by 9

employers on behalf of employees. Thus, it argues, Local 210 could not legally 10

fulfill the alleged promise and Plaintiffs’ claims should be dismissed. 11

The district court did not address this argument, and we decline to do so 12

for the first time here. Even assuming a payment by Local 210 into the Fund is 13

not permissible, other remedies may be available to Plaintiffs. See, e.g., App’x at 14

36 (including in prayer for relief a demand that Local 210 pay directly to 15

Plaintiffs monies in an amount that compensates Plaintiffs for the lost past 16

service credits). We leave this issue for consideration by the district court in the 17

first instance. 1821 1

IV. Plaintiffs’ ERISA claim against the Fund 2

Finally, Plaintiffs challenge the district court’s dismissal of their claim 3

against the Fund, brought pursuant to Section 502(a)(1)(B) of ERISA 1

, on the 4

ground that the actions of the Trustees were arbitrary and capricious. Pruter

, 5

2016 WL 908303, at *2. Plaintiffs argue the district court erred in dismissing the 6

claim because the Trustees failed to present the district court with an adequate 7

administrative record. We disagree. 8

The administrative record “properly consists of the evidence before the 9

entity that decided the claim when that decision was rendered.” Allison v. Unum 10

Life Ins. Co

., No. cv 04

‐ 0025, 2005 WL 1457636, * 9 (E.D.N.Y. 2005); see also 11



### Ocampo v. Bldg. Serv. 32B–J Pension Fund, 787 F.3d 638 (2d Cir

. 2015) (rejecting 12

a challenge to the administrative record in an ERISA case); Miles v. Principal Life 13

Ins. Co.

, 720 F.3d 472, 486 (2d Cir. 2013)

. All of the information considered by the 14

Trustees is contained in the exhibits to the complaint and in the documents 15

1 We, like the district court, construe Plaintiffs’ claim against the Fund as a claim

brought to enforce the right to benefits under a pension plan pursuant to Section

502(a)(1)(B) of ERISA. See Pruter

, 2016 WL 908303, at *2 n.2.22 attached as exhibits to the declaration submitted by the Fund in support of its 1

motion to dismiss. There is no requirement that the administrative record be 2

collated in a particular fashion or that it be produced via affidavit. So long as the 3

district court is provided with all of the information considered by the Trustees 4

in making their decision, the requirement for an administrative record is 5

satisfied. 6

Plaintiffs also argue that the administrative record is incomplete because a 7

letter stating that the Trustees had an actuary confirm that the required 8

contributions were not made by either World Airways or Local 210 does not 9

suffice. Plaintiffs argue that they were told their past service credits were fully 10

funded, and that the Fund must demonstrate that is not true. However, a 11

plaintiff bears the burden of demonstrating entitlement to ERISA benefits. Miles 12

v. Principal Life Ins. Co.

, 720 F.3d 472, 488 (2d Cir. 2013). Plaintiffs here lack any 13

evidence that the requisite payments were made. The Trustees undertook an 14

investigation and found no evidence to support Plaintiffs’ claims. Plaintiffs were 15

afforded multiple opportunities to supplement the administrative record with 16

evidence to support their claim to benefits under the Plan, and failed to do so. 1723 Accordingly, the district court did not err in dismissing the ERISA claim against 1

the Fund. 2

CONCLUSION 3

For the reasons set forth above, we VACATE the district court’s dismissal 4

of Plaintiffs’ RLA claims against Local 210, AFFIRM the district court’s dismissal 5

of the Plaintiffs’ ERISA claims against the Fund, and REMAND for further 6

consideration of Plaintiffs’ remaining claims consistent with this opinion. 7

8