United States District Court, N.D. Illinois, Eastern Division
DIANN M. CURTIS, individually and on behalf of herself and all others similarly situated, Plaintiff,
WHEATON FRANCISCAN SERVICES, INC. d/b/a Wheaton Franciscan Healthcare, WHEATON FRANCISCAN SYSTEM RETIREMENT PLAN COMMITTEE, and JOHN DOEs 1-20, Defendants. BRUCE BOWEN and CHERYL MUELLER, individually and on behalf of herself and all others similarly situated, and on behalf of the Wheaton Franciscan System Retirement Plan, Plaintiffs,
WHEATON FRANCISCAN SYSTEM RETIREMENT PLAN, WHEATON FRANCISCAN SERVICES, INC. d/b/a Wheaton Franciscan Healthcare, OPERATIONS COMMITTEE OF THE BOARD OF DIRECTORS OF WHEATON FRANCISCAN SERVICES, INC., JOHN and JANE DOEs 1-20, members of the Operations Committee, ASCENSION HEALTH, ASCENSION HEALTH ALLIANCE d/b/a Ascension, ASCENSION HEALTH PENSION COMMITTEE, JOHN and JANE DOEs 21-40, members of the Ascension Health Pension Committee, and JOHN and JANE DOEs 41-60, Defendants.
MEMORANDUM OPINION AND ORDER
FEINERMAN United States District Judge.
these putative class actions, Diann Curtis in Case 16 C 4232,
and Bruce Bowen and Cheryl Mueller in Case 16 C 6782, allege
that Wheaton Franciscan Services and others violated the
Employee Retirement Income Security Act
(“ERISA”), 29 U.S.C. § 1001 et
seq., in administering Wheaton's employee pension
plan. Defendants have moved to transfer both cases to the
Eastern District of Missouri pursuant to 28 U.S.C. §
1404(a). Doc. 12 (16 C 4232); Doc. 18 (16 C 6782). The
motions are denied.
resolve a motion to transfer, the court draws the facts from
the complaint, as supplemented by affidavits and other
evidence, and draws all reasonable inferences in
Plaintiffs' favor. See Faulkenberg v. CB Tax
Franchise Sys., LP, 637 F.3d 801, 809-10 (7th Cir.
2011); Kuvedina, LLC v. Pai, 2011 WL 5403717, at *1
(N.D. Ill. Nov. 8, 2011). Unless noted otherwise, all record
citations are to the docket in Case 16 C 4232.
is an Illinois-based nonprofit corporation with offices in
Glendale, Wisconsin, and headquarters in the Chicago suburb
of Wheaton, Illinois. Doc. 1 at ¶ 11; Doc. 1 (16 C 6782)
at ¶ 20. It operates nineteen hospitals and other
healthcare facilities in Illinois, Iowa, Wisconsin, and
Colorado. Doc. 1 at ¶¶ 25-26. Wheaton offers its
17, 000 employees a defined-benefit pension retirement plan
(“the Plan”), which Wheaton administered from its
establishment in 1983 through February 29, 2016. Id.
at ¶¶ 42-44; Doc. 1 (16 C 6782) at ¶¶ 20.
October 2015, Wheaton began transferring its holdings to
other healthcare organizations. Doc. 1 (16 C 6782) at
¶¶ 20, 47-51. In March 2016, some of Wheaton's
operations in Wisconsin passed to Ascension Health, which
took over sponsorship and administration of the Plan.
Id. at ¶¶ 22, 48. Ascension, which the
Bowen plaintiffs have named as a defendant, is a
Missouri corporation with headquarters in St. Louis,
Missouri. Id. at ¶ 22.
March 1, 2016, the day that Ascension took over the Plan,
Defendants amended the Plan's governing document to add a
forum selection clause. Doc. 15-1 at 8; Doc. 47-1 at 2-3. The
forum selection clause provides that any suit concerning the
Plan shall be resolved in the state courts in St. Louis
County, Missouri or in the Eastern District of Missouri. Doc.
15-1 at 48 § 13.17. A bulletin dated May 12, 2016
informed Plan participants of the clause's addition. Doc.
are Wheaton retirees who are eligible for benefits under the
Plan. Doc. 1 at ¶ 9; Doc. 1 (16 C 6782) at ¶¶
17-18. Wheaton employed Curtis at a medical center in
Waterloo, Iowa, for twenty years; she retired in October
2009, receives benefits as a Plan participant, and lives in
Denver, Iowa. Doc. 1 at ¶ 9. Wheaton employed Bowen for
sixteen years and Mueller for forty-seven years until their
retirements in April 2014 and July 2015, respectively; they,
too, are current Plan beneficiaries. Doc. 1 (16 C 6782) at
¶¶ 17-18. Both worked for Wheaton in southeastern
Wisconsin, where they still reside. Doc. 25 (16 C 6782) at 13
1404(a) states: “For the convenience of parties and
witnesses, in the interest of justice, a district court may
transfer any civil action to any other district or division
where it might have been brought ….” 28 U.S.C.
§ 1404(a). The moving party ordinarily bears the burden
of demonstrating that a transfer is clearly warranted.
See Heller Fin., Inc. v. Midwhey Powder Co., 883
F.2d 1286, 1293 (7th Cir. 1989); Coffey v. Van Dorn Iron
Works, 796 F.2d 217, 219-20 (7th Cir. 1986). If a valid
forum selection clause governs the dispute, however,
“[the] clause [should be] given controlling weight in
all but the most exceptional cases, ” and “the
party defying the forum-selection clause … bears the
burden of establishing that transfer to the forum for which
the parties bargained is unwarranted, ” and the
Atl. Marine Const. Co. v. U.S. Dist. Ct. for the W. Dist.
of Tex., 134 S.Ct. 568, 581 (2013) (alteration in
original). Accordingly, the court first will determine
whether the forum selection clause added to the Plan in March
2016 applies to the two present suits and then, applying the
standard that follows from that determination, will evaluate
whether a transfer is warranted.
The Forum Selection Clause Does Not Govern These
noted, Defendants amended the Plan on March 1, 2016 to add a
forum selection clause. The clause states in relevant part:
“Any action by any party relating to or arising under
the Plan shall be brought and resolved only in the state
courts in St. Louis County, Missouri or the U.S. District
Court for the Eastern District of Missouri.” Doc. 15-1
at 48 § 13.17; Doc. 47-1 at 3. The parties dispute
whether the clause governs Plaintiffs' claims.
to Plaintiffs, the forum selection clause applies
only to employees who retire on or after the
amendment's March 1, 2016 effective date, meaning that it
does not apply to any of them, as they all retired in 2015 or
earlier. Doc. 20 at 2; Doc. 25 (16 C 6782) at 3. To support
their reading, Plaintiffs point to § 1.02 of the amended
Plan, which states: “The provisions of this Plan shall
apply only to an Employee who terminates employment with the
Employers on or after the effective date of this amendment
and restatement.” Doc. 15-1 at 9 § 1.02; Doc. 20
at 2; Doc. 25 (16 C 6782) at 3. As its text makes clear,
§ 1.02 is a non-retroactivity rule providing that the
amended Plan applies only to employees who retire on or after
March 1, 2016.
respond by arguing that § 1.02's non-retroactivity
rule governs only the Plan's “substantive”
provisions-meaning those pertaining to the calculation of
benefits-and not to “procedural” provisions like
the forum selection clause. Doc. 21 at 1. This reading's
principal flaw is that the pertinent text includes no such
limitation; it refers to “[t]he provisions of this
Plan, ” period, not to “the substantive
provisions of this Plan.” Defendants nevertheless urge
that the above-quoted sentence of ...