In Lees v. Munich Reinsurance America, Inc., a federal district court in New Jersey recently held that an oral misrepresentation could serve as the basis for a fiduciary breach claim.

The plaintiff in Lees worked for American Re-Insurance Company (a predecessor of the defendant), but was being paid by a related entity. Several years into his employment, the plaintiff was approached about transferring directly to American’s payroll. The plaintiff alleged that employees in American’s human resources department induced him to agree to the transfer by promising to treat his years with the related entity as pensionable under American’s defined benefit plan.   According to the plaintiff, he accepted this offer in lieu of a signing bonus. Many years later, the plaintiff was informed that the years with the related entity would not be counted. He sued, alleging, among other things, a fiduciary breach claim under ERISA § 502(a)(2). The defendants moved to dismiss.

The court rejected the defendant’s argument that an oral misrepresentation could not support a fiduciary breach claim under ERISA § 502(a)(2). The court’s reasoning focused on 3rd Circuit precedent for finding a fiduciary breach, under which a material, affirmative misrepresentation is required. The court found no requirement that the misrepresentation be written, and declined to impose such a requirement in this case. Despite the evidentiary concerns inherent to oral communications, this decision allows the plaintiff to move forward using alleged oral misrepresentations as the basis of his fiduciary breach claim.

Plan representatives should keep in mind that this is a district court decision at a relatively early stage of litigation. The sky is certainly not falling. However, plan representatives should be aware of what they say to participants and beneficiaries; if a case like this is successful, even inadvertent misstatements could come back to haunt them.

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Photo of William Woolston William Woolston

Will Woolston helps employers solve tough employee benefits and executive compensation problems. Will is a partner in the firm’s Washington office whose practice focuses on all aspects of global employee benefits and executive compensation for companies of all sizes in a variety of…

Will Woolston helps employers solve tough employee benefits and executive compensation problems. Will is a partner in the firm’s Washington office whose practice focuses on all aspects of global employee benefits and executive compensation for companies of all sizes in a variety of industries, including specialty chemicals and performance materials, disruptive technology, defense and aerospace, gaming and entertainment, and sports.

Will offers a practical approach to employers facing challenging decisions and transactions that impact their officers, executives, employees, and retirees. His approach and perspective developed over many years of close, day-to-day relationships with counsel and staff at major multinationals. In addition, Will provides an insider’s view and appreciation of the challenges facing in-house counsel, having once served as seconded corporate counsel to one of the largest U.S. defense contractors.

Although best described as a generalist in the employee benefits and executive compensation space, Will’s practice focuses significantly on the following areas:

  • Tax-qualified retirement plans, with a particular emphasis on cash balance and pension equity plans
  • Domestic U.S. and global equity incentive programs.
  • Corporate transactions and post-closing workforce integration
  • Executive employment agreements, retention and bonus agreements, and other similar incentives

Will was named a 2020 Law360 Rising Star in Employee Benefits.