The opinion of the court was delivered by: Kenneth M. Karas, District Judge
Julia Rellou ("Plaintiff"), a former employee of JP Morgan Chase ("JPMC"), filed this action against the JP Morgan Chase Long-Term Disability Plan (the "Plan") and "Director of Human Resources, JP Morgan Chase & Co." ("JPMC HR Director") (together, the "JPMC Defendants"),*fn1 as well as First Unum Life Insurance Company ("First Unum"),*fn2 pursuant to the Employment Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1001 et seq., "for failure to provide long-term disability benefits in the form provided for in all relevant Summary Plan Description documents, and for breach of fiduciary duty and promissory estoppel." (Second Am. Compl. ("SAC") ¶ 1.) The JPMC Defendants and First Unum have filed separate motions for summary judgment, and also for attorneys' fees. For the reasons stated herein, the motions for summary judgment are granted, and the motions for attorneys' fees are denied.
Plaintiff began participating in the Plan in or about 1988. (First Unum's Rule 56.1 Statement ("First Unum 56.1") ¶ 1.) Beginning no later than January 1, 1997, the Plan provided that any long-term disability ("LTD") benefits payable under the Plan would be reduced by Social Security Disability Insurance ("SSDI") benefits awarded to a beneficiary or to a beneficiary's children. (Id. ¶ 2.) JPMC issued to its employees a Summary Plan Description effective January 1, 1997 ("1997 SPD"), which stated that "[LTD] benefits are reduced by certain 'other income benefits,'" and that "[e]xamples of 'other income benefits' are benefits provided by... United States Social Security... (including family benefits), either disability or regular." (Id. ¶ 3.)
Pursuant to the terms of a group disability policy issued to JPMC effective January 1, 2002 (the "Policy"), First Unum began insuring LTD benefits payable by the Plan. (Id. ¶ 5.) The Policy gives First Unum "the broadest discretion permissible under ERISA and any other applicable laws" to determine claims. (Id. ¶ 6.) The Policy provides that First Unum "will subtract from your gross disability payment... [t]he amount that you, your spouse and your children receive as disability payments because of your disability under... the United States Social Security Act." (Id. ¶ 8.)
Plaintiff submitted a claim for LTD benefits in 2002. (Id. ¶ 4.) Before Plaintiff qualified for LTD benefits, she had received copies of the 1997 SPD and the Policy. (Id. ¶¶ 4, 12-16.) By letter dated October 26, 2002, Plaintiff asked JPMC for "the disability Plan document," stating that if she did not receive "the current Plan document," she would "complete [her] application [for LTD benefits] based on the Plan document [she] ha[d] in [her] possession, with an effective date of January 1, 1997," i.e., the 1997 SPD. (Begos Decl., unnumbered Ex. (Administrative R. ("R.")), at 266.) JPMC responded by letter of December 23, 2002, stating that the new SPD was not yet ready for distribution, but enclosing several other documents, including the "[P]olicy" and a "2002 Resource Guide which served as a Summary of Material Modification." (R. 267.) The 2002 Resource Guide states: "This guide modifies and changes the summary plan descriptions previously distributed to you." (Aff. of Julia Rellou in Opp'n to Mot. for Summ. J. ("Pl. Aff.") Ex. A (2002 Resource Guide), at second unnumbered page.) Under the heading "Coordination With Social Security," the 2002 Resource Guide further states: "Under the terms of the LTD Plan, you must apply for Social Security disability benefits. If your application is approved, your benefits from the LTD Plan generally will be reduced by the amount of Social Security disability benefits you receive." (R. 271.)
First Unum began paying Plaintiff LTD benefits in February 2003. (First Unum 56.1 ¶ 17.) By letter dated May 2, 2003, First Unum informed Plaintiff that she was required to file for SSDI benefits (R. 571), quoted the Policy language (quoted above, see supra Section I.A) stating that First Unum "will subtract from your gross disability payment... [t]he amount that you, your spouse and your children receive as disability payments because of your disability under... the United States Social Security Act" (First Unum 56.1 ¶ 18), and stated that First Unum "would agree not to deduct estimated SSDI Benefits 'provided [plaintiff] agree[s] to repay [First Unum] in full for any monies advanced to [her] while [her] SSDI claim is being evaluated'" (id. ¶ 19 (alterations in original)). Plaintiff subsequently elected "Option B" of a "Reimbursement Agreement" sent to her by First Unum, thereby "making the following representations and promises" (id. ¶ 21):
The policy under which I am covered provides that my disability benefits may be reduced by other benefits that I (my spouse and dependents, if applicable) may receive or are eligible to receive under... Social Security Administration benefits[.]....
Please pay me the disability benefit with no reduction for amounts received by other sources until a final determination of my eligibility to receive those benefits is made. I understand that this may result in an overpayment by the Insurer. I agree to notify the Insurer within 48 hours of receiving notice of any and all decisions, to supply the Insurer with a copy of the final decision, and to repay any overpayment incurred as a result of receiving any other benefits from those sources specified in the policy.... I understand that the Insurer has agreed to pay me an unreduced benefit based upon my written promise herein to pay the Insurer any overpayment resulting from my receipt of benefits from other sources, as outlined in my policy.
I agree to reimburse the Insurer any such overpayment within thirty (30) days of my receipt of such funds.
If I fail to pay the Insurer the overpayment within the thirty (30) day period specified above, I understand that the Insurer may reduce future payments under the policy in order to recover the overpaid benefits. (Id.) According to Plaintiff, she "did not believe this family offset applied to [her] when [she] signed the Reimbursement Agreement." (Pl. Aff. ¶ 9.) This belief was "[b]ased on the ambiguity of the [Reimbursement Agreement] and [Plaintiff's] reading of the 2002 Resource Guide." (Id.)
C. Plaintiff's Claim for SSDI Benefits
By letter of October 20, 2004, First Unum informed Plaintiff that the firm it retained to assist Plaintiff in applying for SSDI benefits had concluded that Plaintiff "may not be eligible" for such benefits and thus "closed the handling of [Plaintiff's] claim." (R. 533.) The letter stated that Plaintiff was "under no further contractual obligation to apply" for SSDI benefits, but noted that Plaintiff could do so on her own if she chose, and asked her to "keep [First Unum] informed of any decisions the Social Security Administration makes regarding [her] benefits." (Id.) Thereafter, Plaintiff did apply for SSDI benefits; according to Plaintiff, she would not have done so "if [she] had known that [her] benefits under the Plan would be reduced by the amount of the SSDI awarded to [her] children." (Pl. Aff. ¶ 21; id. ¶ 13 (stating that Plaintiff pursued a claim for SSDI benefits "in reliance o[n] the [2002 Resource Guide] which indicated only benefits [she] received would be offset").)
On May 31, 2005, Plaintiff received an SSDI award, with payments retroactive to December 2003. (First Unum 56.1 ¶ 23.) Plaintiff was notified by letter that around June 6, 2005, she would receive $36,612 owed to her for December 2003 through May 2005, and that she would subsequently receive $2,070 each month. (R. 416.) According to Plaintiff, on or about September 25, 2005, she was awarded additional SSDI benefits for her children. (Pl. Aff. ¶ 13.) In a "Claimant's Supplemental Statement" dated January 26, 2006, Plaintiff disclosed to First Unum for the first time that she had received an SSDI award, stating that she was receiving a $2,070 monthly award beginning in June 2005. (First Unum 56.1 ¶¶ 24-25; R. 475.)
First Unum informed SSA that it had "received a request for disability benefits from [Plaintiff]," and requested that SSA fill out a form indicating "the entitlement date and the monthly amount for both Primary and Dependent Social Security benefits." (R. 422.) SSA returned the form to First Unum after indicating the following information: Plaintiff had been given a "Disability" award; as of December 2003, she was entitled $2,016.10 per month in "Primary" SSDI benefits and $504.00 per month in SSDI benefits for "Dependents"; as of December 2004, these monthly amounts increased to $2,070.50 and $517.60, respectively; as of December 2005, they increased to $2,155.30 and $538.90, respectively; and each increase was due to a cost-of-living adjustment ("COLA"). (Id.)
D. Offset of Plaintiff's SSDI Benefits
By letter to Plaintiff dated March 9, 2006, First Unum requested that Plaintiff submit "a copy of [her] original Social Security Notice of Award letter, which includes the entitlement date and amount for both [her]self and any eligible dependents." (R. 454.) The letter further stated: "Because you are receiving SSDI benefits, there may be an overpayment or underpayment [of LTD benefits]. As soon as we review this information, we will let you know the amount of any adjustments needed and the new amount of your future benefits." (Id.) By letter of March 30, 2006, First Unum informed Plaintiff that, due to the SSDI awards, First Unum had overpaid Plaintiff by $82,454.40, and ...