Keister v. Aarp Benefits Comm.

410 F.Supp.3d 244

Kim KEISTER, Plaintiff,

v.AARP BENEFITS COMMITTEE, et al., Defendants.

No. 1:18-cv-2385 (KBJ)

United States District Court, District of Columbia.

Signed October 7, 2019

Denise Marie Clark, Clark Law Group, PLLC, Washington, DC, for Plaintiff.

Alison N. Davis, Littler Mendelson, P.C., Washington, DC, Brian Patrick Downey, Kathleen A. Mullen, Pepper Hamilton LLP, Harrisburg, PA, for Defendants.

MEMORANDUM OPINION

KETANJI BROWN JACKSON, United States District Judge

Plaintiff Kim Keister worked as an employee of AARP, Incorporated, for approximately 12 years prior to having a stroke that allegedly required him to stop working. Keister first pursued long-term disability benefits under the company's disability benefits plan administratively, and he now seeks such relief from this Court. (See Compl., ECF No. 1.) Notably, back when Keister was unsuccessfully trying to secure disability benefits from AARP through the administrative process, he was also engaging in negotiations with AARP regarding the terms of his separation. To that end, in exchange for severance pay, Keister executed a separation agreement that included a "general release" and expressly waived "any and all claims" against AARP and certain other entities. (Ex. B to Aetna's Reply in Supp. of Mot. for Summ. J. ("Release"), ECF No. 20-1, at 3, ¶ 2; see also id. at 5.)¹ The instant complaint eventually followed; Keister alleges that defendant AARP Benefits Committee ("AARP Benefits"), which is the administrator of AARP's disability benefits plan, and defendant Aetna Life Insurance Company ("Aetna"), the insurer of that plan, have wrongfully denied him disability benefits that he is entitled to receive under the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1001 et seq. (See Compl. ¶ 1.)

Before this Court at present are two summary judgment motions that Defendants have filed, challenging Keister's right to pursue his disability benefits claim before this Court in light of the executed waiver. On September 30, 2019, this Court issued an Order that GRANTED both of Defendants' motions. (See Order, ECF No. 26.) This Memorandum Opinion explains the reasons for that Order. In short, this Court agrees with Defendants that, by signing the separation agreement, Keister waived his right to bring the instant claim for long-term disability benefits, which means that his case cannot proceed as a matter of law.

I. BACKGROUND

A. Basic Facts²

From 2004 to late 2017, Keister was an employee of AARP and a participant in the company's Long Term Disability Insurance Plan. (See Compl., ¶¶ 5, 11.) AARP Benefits administered the Plan, which Aetna insured. (See id. ¶¶ 5, 9.) In August of 2016, Keister suffered a stroke. (See id. ¶¶ 7, 19.) Keister subsequently began a medical leave of absence and did not return to work until January of 2017. (See AARP Benefits' Stmt. of Undisputed Material Facts in Supp. of Mot. for Summ. J. ("AARP Benefits' Stmt."), ECF No. 11-2, ¶¶ 2, 3; Pl.'s Resp. to AARP Benefits' Stmt., ECF No. 15-1, at 1.)

Early in 2017, Keister applied for and was granted short-term disability benefits, which he exhausted on August 2, 2017; this date also marked the official end of Keister's employment with AARP. (See Compl. ¶¶ 23, 26, 29; AARP Benefits' Mem. in Supp. of Mot. For Summ. J. ("AARP Benefits' Mem."), ECF No. 11-1, at 2 (stating that Aug. 4, 2017, was Keister's final date of employment); see also id. at 2 (stating that Keister's position was eliminated "as part of a reorganization effective June 30, 2017").) Sometime after he sought short-term disability benefits, Keister also applied for long-term disability benefits. (See Compl. ¶¶ 13, 19–28.) Aetna denied Keister's application for long-term disability benefits on July 18, 2017, claiming that Keister did not prove that he met the physical disability requirement of the plan and that he was unable to work. (See id. ¶ 28.) Keister appealed on January 14, 2018, but Aetna affirmed the denial of long-term benefits on June 13, 2018. (See id. ¶¶ 35, 36.)

Meanwhile, on September 27, 2017, after Keister's initial application for long-term disability benefits had been denied but before his appeal, Keister separately signed a Confidential Separation Agreement and General Release ("the Release") with AARP in exchange for severance pay. (See Aetna's Stmt. of Undisputed Material Facts in Supp. of Mot. for Summ. J. ("Aetna's Stmt."), ECF No. 17-5, ¶ 8; Release at 5.) Significantly for present purposes, by signing the Release, Keister specifically agreed to

fully and forever waive, discharge, and release AARP, its subsidiaries and its affiliated and related entities and their respective officers, directors, representatives, employees, agents, successors, and assigns, whether current or former, and employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs) from any and all claims for damages, personal injuries, discrimination, retaliation, reinstatement, or other relief that [he] may have against them, based upon [his] employment, separation, and/or any event or transaction that occurred prior to [his] signing this Agreement.

(Release at 3, ¶ 2; see also id. (clarifying that the release encompasses "any ... legal or equitable claim of any kind, whether based upon statute, contract, tort, common law, ordinance, regulation or public policy ... whether now known or unknown, which may have resulted from your AARP employment or separation or otherwise, up to and including the date you sign this Agreement.").)

B. Procedural History

Keister timely filed the instant lawsuit on October 16, 2018. (See Compl.) His one-count complaint claims that Defendants wrongfully denied him long-term disability benefits under ERISA. (See id. ¶¶ 39–44.) Aetna filed an answer on November 29, 2018 (see ECF No. 10), and an amended answer on December 17, 2018 (see ECF No. 13). Both Defendants filed motions for summary judgment on December 10, 2018 (see AARP Benefits' Mot. for Summ. J. ("AARP Benefits' Mot."), ECF No. 11), and on January 23, 2019 (see Aetna's Mot. for Summ. J. ("Aetna's Mot."), ECF No. 17).

In their motions, Defendants do not argue the merits of Keister's long-term disability benefits claim; rather, they maintain that the Release contractually bars Keister from bringing any claim for disability benefits at all, as a threshold matter. (See AARP Benefits' Mem. at 1; Aetna's Mem. in Supp. of Aetna's Mot. ("Aetna's Mem."), ECF No. 17-2, at 1.) Specifically, Defendants argue that Keister knowingly and voluntarily waived his right to bring this ERISA claim when he signed the Release at issue, as evidenced by the fact that he knew of his disability-benefits claim before he signed the Release, as well as the Release's emphatic language that warned Keister of the legal significance of signing the Release. (See Aetna's Mem. at 4–5.) Defendants contend that the text of the Release is unequivocal: as a "general release," it covers Keister's claim for long-term disability benefits, because it expressly includes "any and all claims... whether now known or unknown, which may have resulted from [Keister's] AARP employment or separation or otherwise, up to and including the date [he] sign[ed] this Agreement." (Id. at 2; see also AARP Benefits' Reply in Supp. of Mot. for Summ. J. ("AARP Benefits' Reply"), ECF No. 16.)

Keister responds that the Release language shows that the parties did not intend to include ERISA claims within the Release's waiver, because the Release does not specifically mention ERISA. (See Pl.'s Opp'n to AARP Benefits' Mot. ("Pl.'s AARP Opp'n"), ECF No. 15, at 2–3.) In addition to citing the text of the Release, Keister points to communications between Keister and AARP Benefits' representatives as extrinsic evidence that demonstrates that the parties did not intend to cover Keister's instant claim, because Defendants "did not indicate that [Keister] would lose [the] opportunity to file an appeal of his denied LTD benefits." (Pl.'s Opp'n to Aetna's Mot. ("Pl.'s Aetna Opp'n"), ECF No. 18, at 3.) Keister argues that his claim instead falls within a carve-out provision of the Release, which excludes "any pension rights or medical benefits you may be entitled to pursuant to the AARP Employees' Welfare Plan, under the AARP Employees' Welfare Plan and the AARP Employees' Pension Plan and 401(k) Plans, or any other insurance plans." (See id. (citation omitted).) Keister also argues that he did not waive his right to bring the benefits claim at issue, because the claim did not exist until after he signed the Release. (See id. at 3–4.) Finally, Keister maintains that AARP Benefits is not an entity subject to the Release and therefore is not entitled to raise the Release in response to Keister's claim. (See Pl.'s AARP Opp'n at 4.)

Aetna's motion for summary judgment became ripe on February 13, 2019 (see Reply in Supp. of Aetna's Mot., ECF No. 20), and AARP Benefits' motion became ripe on January 17, 2019 (see AARP Benefits' Reply). This Court held a hearing on Defendants' motions on July 3, 2019. (See Min. Entry of July 3, 2019.)

II. APPLICABLE LEGAL STANDARD

A court must grant summary judgment under Federal Rule of Civil Procedure 56 if the movant "shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). A material fact is one that "might affect the outcome of the suit under the governing law," and a dispute about a material fact is only genuine " ‘if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.’ " Steele v. Schafer , 535 F.3d 689, 692 (D.C. Cir. 2008) (quoting Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) ).

The movant has the burden of demonstrating the absence of a genuine dispute as to any material fact. Celotex Corp. v. Catrett , 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986)....