Appeal
from Elmore Circuit Court (CV-17-900319)
SHAW,
Justice.
The
defendant below, Beulah Jean James Moore
("Beulah"), appeals from a summary judgment entered
in favor of the plaintiff, Billy Edward Moore
("Billy"), individually and as executor of the
estate of his brother and Beulah's husband, Jimmy Lee
Moore ("Jimmy"), deceased, in an action filed by
Billy seeking the enforcement of a prenuptial agreement. We
affirm.
Facts
and Procedural History
Before
marrying Beulah, Jimmy had been employed by the NCR
Corporation through which he obtained a 401(k) retirement
plan ("the 401(k) plan") managed by Fidelity
Investments Institutional Operations Company, Inc.
("Fidelity"). In addition to the 401(k) plan, Jimmy
also had a pension-benefit plan called the "NCR Pension
Plan PensionPlus Benefit" ("the pension
plan"). Before he married Beulah, Jimmy had named Billy
as the beneficiary of both the 401(k) plan and the pension
plan. In July 2016, before marrying Beulah, Jimmy executed a
will that did not provide for Beulah in which he stated that
he intended to provide for Beulah "outside" the
will and that he intended to leave his estate, including his
real and personal property, to his brother, Billy.
A few
days after Jimmy executed his will, Beulah and Jimmy executed
a prenuptial agreement. That agreement included a financial
statement that specified Jimmy's assets, which included,
among other things, the proceeds of the 401(k) plan and the
pension plan. Under the terms of the prenuptial agreement,
Jimmy and Beulah agreed that the separate property they each
brought into the marriage would remain separate. They also
agreed that neither of them would "claim, demand, assert
any right to, take or receive any part of the property of the
other as described on Schedules 1 and 2," which the
parties do not dispute included the 401(k) plan and the
pension plan. Additionally, under section 4.4 of the
prenuptial agreement, which is discussed more fully below,
Beulah and Jimmy renounced any right to any retirement
account held by the other. That section further provided that
it was not intended to restrict the rights of an account
owner to "direct" account-benefit distributions to
a beneficiary and that, in order to effectuate such a
designation, each would be required to execute any necessary
"spousal consents or waivers."
In
August 2016, Beulah and Jimmy married. Later that year, Jimmy
died of cancer. According to Billy, as of March 2017,
Fidelity's records indicated that he was still the
designated beneficiary of the 401(k) plan. He also asserts
that documentation related to the pension plan showed that he
was still the beneficiary of that plan as well.
At some
point after Jimmy's death, the NCR plan administrator
distributed the proceeds from both the 401(k) plan and the
pension plan--totaling over $500, 000--to Beulah. In October
2017, concerned that Beulah was not entitled to those funds
and that she was improperly retaining them, Billy, both
individually and as executor of Jimmy's estate, filed the
underlying action, alleging that Beulah had breached the
prenuptial agreement. Billy sought both damages and
injunctive relief. The trial court issued a temporary
restraining order prohibiting Beulah from spending or
distributing the funds she had received; it also ordered
Beulah to interplead those funds.
In
November 2017, Beulah received a letter from the plan
administrator for the 401(k) plan and the pension plan. That
letter stated that Beulah, as the surviving spouse, was the
beneficiary of the 401(k) plan and the pension plan under the
Employee Retirement and Income Security Act
("ERISA"). The letter further stated that, under
ERISA, a prenuptial agreement could not be considered in
determining who was the proper beneficiary of the 401(k) plan
and the pension plan.
Billy
subsequently amended the complaint to allege that, in
addition to taking possession of the proceeds of the 401(k)
plan and the pension plan, Beulah had also converted personal
property of Jimmy's estate to her own use. He also asked
the trial court to enter a permanent injunction prohibiting
Beulah from transferring, spending, or otherwise disposing of
any of the proceeds of the 401(k) plan or the pension plan.
The trial court issued the permanent injunction.
In
November 2018, following several months of litigation, Billy
filed a motion for a summary judgment. In his motion, Billy
argued that Beulah had breached the prenuptial agreement by
taking possession of and/or claiming the proceeds of both the
401(k) plan and the pension plan. He also argued that ERISA
did not prevent him from suing Beulah on the theory of breach
of contract once those funds had been distributed. Finally,
Billy asked the trial court to enter a summary judgment in
his favor and for the court to award him $568, 099.52, plus
interest and costs.
Beulah
filed a response to Billy's motion and also filed a
cross-motion for a summary judgment. In her response and
cross-motion, Beulah did not contest that she had received
the proceeds from the 401(k) plan and the pension plan. She
argued, however, that she was the proper beneficiary and
that, under ERISA, the prenuptial agreement did not
constitute a valid waiver of her entitlement to those
benefits. Although she acknowledged that, under section 4.4
of the prenuptial agreement, she had "renounced"
her claim to Jimmy's retirement benefits, she argued that
it required that "spousal consents or waivers" be
executed in order for that waiver to take effect and for
Billy to be a proper beneficiary. Because she never executed
such a consent or waiver, Beulah argued, she was entitled to
receive and retain the proceeds of the 401(k) plan and the
pension plan and, thus, was entitled to a summary judgment in
her favor as a matter of law.
Billy
argued in response that ERISA did not bar or preempt his
breach-of-contract claim against Beulah based on a breach of
the prenuptial agreement because, he said, the claimed
damages are proceeds that have already been distributed.
Specifically, he noted several appellate-court decisions that
have held that ERISA does not preempt a claim for funds that
have already been distributed from an ERISA- governed plan.
As a result, Billy argued, he was entitled to a summary
judgment in his favor.
The
trial court entered a summary judgment in favor of Billy and
ordered Beulah to pay the requested amount plus prejudgment
interest. The trial court also denied ...