Patterson v. Morgan Stanley

OPINION AND ORDER   Plaintiffs Robert J. Patterson, Terri Lo Sasso, and Ralph A. Colo bring this putative class action against Morgan Stanley, Morgan Stanley Domestic Holdings, Inc., Morgan Stanley & Co., LLC, the Morgan Stanley Retirement Plan Investment Committee, and a group of unnamed John Doe defendants (collectively, “Defendants”), raising various claims under the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §1001 et seq. Now before the Court are (1) Defendants’ motion to dismiss Plaintiffs’ Second Amended Complaint, the operative pleading in this action; and (2) Plaintiffs’ motion to strike extrinsic evidence and factual assertions in exhibits filed by Defendants in support of their motion to dismiss. For the reasons set forth below, Defendants’ motion is GRANTED, and Plaintiffs’ motion is DENIED. I. BACKGROUND A. Facts Defendant Morgan Stanley “operates various investment-related businesses, including investment banking, brokerage, and investment management” services.¹ (Compl. 31.) Morgan Stanley offers its employees the opportunity to invest in the Morgan Stanley 401(k) Retirement Plan, which is an “individual account,” defined- contribution plan. (Doc. No. 94-1 (the “Plan”).) Under the terms of the Plan, “[i]ndividual accounts are maintained for each Plan participant” and are “credited with the participant’s contributions, allocations of [Morgan Stanley's] contributions, and Plan earnings.” (Doc. No. 94-2 at 8.) Individual Plan participants select the investments made on their behalf from a set menu of “investment options offered by the Plan.” (Id.) The individual Plan participant’s contributions and investment choices determine the individual’s retirement benefits — “[t]he benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.” (Id.; see also Compl. 6.) Approximately 60,000 current and former employees have invested in the Plan. (Compl.

1-2, 6.) Throughout the class period, Defendants Morgan Stanley Domestic Holdings, Inc. (“MSDH”) and Morgan Stanley & Co., LLC (or its predecessor, Morgan Stanley & Co., Inc.) (“MSC”) served as the “sponsor” of the Plan. (Compl.