United States District Court, W.D. Texas, Austin Division
PITMAN UNITED STATES DISTRICT JUDGE.
the Court is Defendant Charter Communications, Inc. Welfare
Benefit Plan's (“the Plan”) Motion to
Transfer Venue, (Dkt. 4), and the parties' responsive
briefing. Having considered the parties' arguments, the
evidence, and the relevant law, the Court finds that the
motion should be granted.
Kimberley Phillips (“Phillips”) sued the Plan
under the civil enforcement provisions of the Employee
Retirement Income Security Act of 1974 (“ERISA”)
to recover short-term disability benefits under the Plan
(Compl., Dkt. 1, at 1-2). A claims administrator denied
Phillips' short-term disability claim; she appeals that
decision. (Id. at 2).
instant dispute concerns whether to transfer this action to
the District Court for the Eastern District of Missouri.
(Mot. Transfer, Dkt. 4, at 2). The Plan contains a
forum-selection clause (“FSC”) that states,
“[a]ny legal action [to appeal a denial of claims for
benefits] shall be brought in a federal court sitting within
the Eastern District of Missouri.” (Plan § 9.2,
Dkt. 4-1, at 21). The Plan argues that the FSC is valid and
controlling, warranting transfer. (Mot. Transfter, Dkt. 4, at
2-5). Phillips, meanwhile, argues that the controlling
document to this dispute is the Summary Plan Description
(“SPD”) for the Charter Communications, Inc.
Short-Term Disability Program (“the STD
Program”), which is a component program of the Plan.
(Resp. Mot. Leave, Dkt. 5, at 1). The SPD contains a clause
that states, “[a]t the completion of that review
process, you have the right to file suit in federal or state
court.” (SPD, Dkt. 5-1, at 28). Phillips argues that
the SPD's clause supersedes the Plan's FSC and
confers broad forum-selection authority upon Phillips. (Resp.
Mot. Leave, Dkt. 5, at 5-7). In the alternative, Phillips
argues that even if the Plan's FSC is valid, the Court
should refuse to apply it because doing so would be unfair.
(Id. at 7-9).
dispute over whether the SPD clause supersedes the Plan's
FSC requires the Court to interpret the SPD clause. Because
the SPD is a component of an ERISA-regulated plan,
interpreting the SPD clause is governed by federal law.
See Ramirez v. United of Omaha Life Ins. Co., 872
F.3d 721, 725 (5th Cir. 2017) (“Federal common law
governs the interpretation of all ERISA-regulated plan
provisions.”). “When construing ERISA plan
provisions, courts are to give the language of an insurance
contract its ordinary and generally accepted meaning if such
a meaning exists.” Green v. Life Ins. Co. of N.
Am., 754 F.3d 324, 331 (5th Cir. 2014) (citation
omitted). To do so, the Court interprets the contract
language “in an ordinary and popular sense as would a
person of average intelligence and experience, such that the
language is given its generally accepted meaning if there is
one.” Id. (citing Wegner v. Standard Ins.
Co., 129 F.3d 814, 818 (5th Cir.1997)). Only if the plan
terms remain ambiguous after applying ordinary principles of
contract interpretation is the Court “compelled to
apply the rule of contra proferentum and construe
the terms strictly in favor of the insured.”
Id. (citing Wegner, 129 F.3d at 818). A
provision is not ambiguous simply because of a “lack of
clarity, or because the parties proffer different
interpretations of the contract.” Ramirez, 872
F.3d at 728 (citation and quotation marks omitted). Rather, a
contract is ambiguous if “it is subject to two or more
reasonable interpretations after applying the pertinent
canons of construction.” Id. (citation and
quotation marks omitted).
question is thus whether it is reasonable to interpret the
SPD clause to supersede the Plan's FSC. The SPD clause
appears in a section of the SPD entitled “Your Rights
Under ERISA.” (SPD, Dkt. 5-1, at 27). That section
contains a number of general statements, such as, “you
are entitled to certain rights and protections under ERISA,
” and “[t]he law provides that fiduciaries who
violate ERISA may be removed.” (Id.). Under a
subsection entitled, “Enforce Your Rights, ” the
SPD informs the insured that “ERISA specifically
provides for circumstances under which you may take legal
action, ” such as:
If your claim for benefits to the Claims Administrator or
Plan Administrator (as applicable) is denied in full or in
part, you have a right to know why this was done, to obtain
copies of documents relating to the decision without charge,
and to appeal any denial, all within certain time schedules.
At the completion of that review process, you have a right to
file suit in federal or state court.
(Id. at 27-28).
contends that this language constitutes “specific
authority to file suit in federal or state court” that
is “broadly conferred, ” such that the insured
has the authority to file suit in any federal court. (Resp.
Mot. Leave, Dkt. 5, at 6). Phillips' construction of the
SPD clause, however, is not a reasonable one, as the context
surrounding the clause resolves any ambiguity concerning its
meaning. The “Your Rights Under ERISA” section is
a disclosure statement that informs the insured in general
terms about ERISA; it does not set forth contractual terms.
The SPD clause, like the rest of the section in which it
appears, is a generic statement about what “you”
can do under ERISA. It would not appear to a person of
average intelligence and experience that the clause confers
forum-selection authority on the insured. Because it is
unambiguously not a forum-selection clause, it does not
supersede the Plan's FSC.
also argues that the Court should ignore the FSC because it
is unfair. (Resp. Mot. Leave, Dkt. 5, at 7). Phillips argues
that because she is seeking “modest damages, ” it
would be unjust to require her to prosecute this action in
Missouri because costs would dissuade local attorneys from
taking the case. (Id.). The existence of a valid
forum-selection clause, however, precludes the Court from
considering Phillips' private interests. See Atl.
Marine Const. Co. v. U.S. Dist. Court for W. Dist. of
Texas, 571 U.S. 49, 63-64 (2013) (holding that a
forum-selection clause changes the analysis of a motion to
transfer under 28 U.S.C. § 1404(a) by barring
consideration of the parties' private interests because
they “waive the right to challenge the preselected
forum as inconvenient” by agreeing to the clause).
Because Phillips offers no other basis for ignoring the
Plan's FSC, the Court finds that she has not met her
burden to establish that transfer is unwarranted.
Id. at 63. Accordingly, the Court will follow the
“ordinar[y]” rule to transfer the case to the
forum specified in the Plan's FSC. Id. at 62.
these reasons, IT IS ORDERED that the
Plan's Motion to Transfer Venue, (Dkt. 4), is
GRANTED. The Clerk of the Court shall
transfer this action the United States District Court for the
Eastern District of Missouri.
 Other federal courts have concluded
that the phrase, “you may file suit in a state or
federal court, ” appearing in a section of an ERISA
plan entitled, “Statement of ERISA Rights, ” is a
statutorily required disclosure statement rather than a
forum-selection clause. E.g., Cruthis ...