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Curtis v. Wheaton Franciscan Services, Inc.

United States District Court, N.D. Illinois, Eastern Division

October 31, 2016

DIANN M. CURTIS, individually and on behalf of herself and all others similarly situated, Plaintiff,
v.
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,
v.
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

          GARY FEINERMAN United States District Judge.

         In 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.

         Background

         To 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.

         Wheaton 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.

         In 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.

         Effective 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. 47-1.

         Plaintiffs 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 & n.4.

         Discussion

         Section 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.

         A. The Forum Selection Clause Does Not Govern These Suits.

         As 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.

         According 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.

         Defendants 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 ...


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