Fitzwater v. CONSOL Energy - ERISA Retiree Benefits

UNPUBLISHED UNITED STATES COURT OF AP PEALS FOR THE FOURTH CIRCUIT No. 24 - 2088 BENNY FI TZWATER; TERRY PRATER, on behalf of themselves and others similarly situated; EMMETT CASEY, JR.; CONNIE Z. G ILBERT; ALLAN H. JACK, SR.; ROBERT H. LONG, Plaintiff s - Appellant s, and CLARENCE B RIGHT, Plaintiff, v. CONSOL ENERGY, INCORPOR ATED; CONSOL IDATION CO AL COMPANY; FOLA COAL COMPANY, LLC; KURT SAL VATORI; C ONSOL OF KE NTUCKY, INCORPORAT ED; CONS OL PENNSYLVA NIA COAL COMPANY, LL C., Defend ants - Appellees, and CONSOL BUCH ANAN MINING CO MPANY, LLC, Defend ant. No. 24 - 2091

2 BENNY FI TZWATER; TERRY PRATER, on behalf of themselves and others similarly situated; EMMETT CASEY, JR.; CONNIE Z. G ILBERT; ALLAN H. JACK, SR.; ROBERT H. LONG; CLAREN CE BRIGHT, Plaintiffs - Appellees, v. CONSOL ENERGY, INCORPOR ATED; CONSOL IDATION CO AL COMPANY; FOLA COAL COMPANY, LLC; KURT SAL VATORI; C ONSOL OF KE NTUCKY, INCORPORAT ED, Defendants - App ellants, and CONSOL BUCH ANAN MINING COM PANY, LLC; CONSO L PENNSYLVANI A COAL COMPANY, LLC., Defendants. No. 24 - 2105 EMMETT CASEY, JR.; CONNIE Z. GILBERT, on behalf of themselves and others similarly situated, Plaintiffs - Appellan ts, v. CONSOL ENERGY, INCORPOR ATED; CONSOL IDATION CO AL COMPANY; CONSOL BUCH ANAN MINING CO MPANY, LLC; KU RT SALVATORI, Defend ants - Appellees. No. 24 - 2106

3 EMMETT CASEY, JR.; CONNIE Z. GILBERT, on behalf of themselves and others similarly situated, Plaintiffs - Appellees, v. CONSOL ENERGY, INCORPOR ATED; CONSOL IDATION CO AL COMPANY; CONSOL BUCH ANAN MINING CO MPANY, LLC; KU RT SALVATORI, Defend ants - Appellants. Appeal s fro m the United States District Court for the Southern District of West Virginia, at Charleston and Bluefield. John T. Copenhaver, Jr., Seni or District Judge. (2:16 - cv - 09849; 1:17 - cv - 0386 1) Argued: December 10, 202 5 Decided: March 3, 2026 Before WILKINSON and WYNN, Circuit Judge s, and KEENAN, Senior C ircuit Judge. Affirmed by un published opinion. Judge Wynn wrote the opinion, in which Judge Wilkins on and Seni or Judge Ke enan joine d. ARGUED: Samuel Brown Petsonk, PETSONK PLLC, Oak Hill, West Virginia, for Appellants/Cross - Appellees. Joseph J. Torres, JENNER & BLOCK LLP, Chicago, Illinois, for Appellees/Cross - Appellants. ON BRIEF: Bren J. P omponio, MOUNTAIN STATE JUSTICE, Charleston, West Virginia, for A ppellants/Cross - Appellees. Clifford W. Berlow, Alexis E. Bates, Katherine M. Fu nderburg, Emma J. O’Connor, JENNER & BLOCK LLP, Chicago, Illinois, for App ellees/Cross - Appellants. Unpublished opinions are not binding p recedent in this circuit.

4 WYNN, Circuit Judge: The Employee Retirement Income Secu rity Act of 1974 (“ERISA”) protects promised benefits for employees. But where an employer reserves the right to amend or terminate a welfare benefits plan, and employees are aware that the employer has done so, ERISA permits change — even when employees sincerely believe those benefits wo uld last a lifetime. CONSOL Ener gy, Inc. 1 terminated its retiree welfare be nefits plan in 2015. Seven retirees sued, alleging multiple violations of ERISA stemming from the p lan’s termination. The district court rejected most of their claims at summary judgment and after a bench trial. But it found in favor of two of the retirees as to one of their claims. The parties cross - appealed. After careful review, we conclude that the district cou rt properly applied ERISA’s governing principles, credited evidence where warranted, and rejected claims w h ere the proof fell short. B ecause we discern no error, we affirm. I. A. Plaintiffs B enny Fitzwater, Clarence Bright, Terry P rater, Emmett Casey, Jr., Connie Gilbert, Allan Jack, S r., and Robert Long “ are all retired coal miners who worked at mine sites owned by CONSOL. . . during various times between 1 969 and 2014.” 1 CONSOL Ene rgy, Inc. was, at various times, the parent company for a number of other coal companies, wh ich were also named as defendants in this case. Fitzwater v. CONSOL Energy, Inc., No. 1:17 - cv - 3861, 2024 WL 4361963, at *2 (S.D.W. Va. Sept. 30, 2024). For simplicity, we refer to th e defendants collectively as CONSOL.

5 Fitzwater v. CONSOL Energy, Inc., No. 1:17 - cv - 3861, 2024 WL 436 1963, at * 1 (S.D.W. Va. Sept. 30, 2024). CONSOL offered retiree medical and other benefits through an ERISA - covered p lan. CONSOL employees became eligible for retirement benefits once they had worked for ten years and attained 55 years of age. Through out the ti me peri ods relevant to this case, CONSOL distributed documen ts to employees concerning th eir retirement benefits, which included reservation - of - rights clauses. The reservation - of - rights language stated, broadly, that CONSOL reserved the right to modify or terminate the relevant b enefits plan at any time. Nevertheless, Plaintiffs uniformly testified to th eir belief that, once they had worked for ten years and reached age 55, CONSOL would continue to provide th em with retirement benefits for the rest of their lives. T hey believed that their benefits would persist for life because they were told as much by CONSOL. Casey, for instance, testified that he was told, “ Once you reached the age of retirement, you, your w ife, and your children would have medical until you d eceased, and then your wife would have it until she deceased or was remarried, and your children would have it until they reached a certain age or they were employed by a company that offered healthcare, and that once you reached the ag e of 65, you ha d to sign up on Medic are. Then the CONSOL plan would be your supplemental pla n.” J.A. 394. 2 Jack testified that, d uring his orientation, he was told that “if you attained age 55, and 10 years of employment, that you could retire and you would have your 2 Citations to the “J.A.” refer to the Joint Append ix filed by the parties in this ap peal.

6 healthcare, which was medical, den tal, eye, prescription drug, life insurance — you ’ d have that for life. ” J.A. 331. Further, CONSOL told employees that the CONSOL - provided retirement benefits would be at least as good as the benefits provided to members o f the United Mine Workers of America — the coal miners’ union — which provided lifetime retirement benefits. Gilbert testified, for instance, that she was told that CONSOL’s retirement benefits were as “good as the union’s ... if not better.” J.A. 5 10. This pitch was part of CONSOL’s “u nion avoidance” efforts: As a “double - breasted” co mpany — that is, one with both union and non - union operations, J.A. 1173 — CONSOL presented information to employees at the non - union site s espousing “ the com pany’s phi losoph y on maint aining u nion - free status,” J.A. 2557. S ome Plaintiffs testified that although they had received documents containing the reservation - of - rights language, they either hadn’t read that lan guage — instead relying on representations made in - person by CONSOL representatives — or had d ismissed it for one reason or another. Prater testified that a Human Resources represen tative said about the reservation of rights, “Y ou don’t have to wo rry about that language there; that’s attorney’s language.” J.A. 468. Others testified that they simply weren’t aware that their benefits could be terminated because the reservatio n of rights had no t been mentioned at any of th e in - person presentations at which CONSO L corporate representatives discussed benefits. O n September 30, 2014, CONSOL notified its employees, inclu ding all Plaintiffs, that retirement benefits were being terminated. Specifically, any employee who retired the following day or later w ould be ineligible for retiremen t benefits. Those who were already

7 retired — including Plaintiffs Fitzwater, Brig ht, Casey, and Jack — would continue to receive retirement benefits for five years, through 2019. 3 T hose who were eligible fo r retirement on the day of the announcement could opt to retire by midnight that day, and were told that if they did so, the y would also receive retirement benefits for five years. A ctive employees who did not opt to retire on the announcement date would receive lump - sum transition payments in amoun ts that varied based on their years of service with the company. Plaintiffs Prater and Gilbert opted to retire on September 30, 2014, taking the offer of five years of r etirement benefits and forg oing the lump - sum payment offered to active employees. But then, in 2015, CONSOL informed employees that it would actually terminate retirement benefits for every one as of the end of 201 5 — not 2019. CONSOL of fered t hose who had retired on September 30, 2014, including Prater and G ilbert, a prorated lump - sum transition payment, again based on years employed but reduced to reflect that they had received nearly a year o f retirement benefits. CONSO L did not offer any such p ayment to those who were already retired before September 30, 2014, in cluding Fitzwater, Brigh t, Casey, Jack, and Long. B. In 2016 and 2017, the seven Plaintiffs filed two lawsuits, which the district court consolidated in December 2017. See Fitzwa ter v. CONSO L Energy, Inc., N o. 2:16 - cv - 9849 3 Long’s retirement benefits terminated in 2014 when, through co rpora te restructuring, his retirement benefits were transitioned from CONSOL to Murray En ergy, which separately terminated benefits that year. F itzwater, 2024 WL 4361 963, at * 4, *8.

8 (S.D.W. Va.); Casey v. Consol En ergy, Inc., No. 1: 17 - cv - 3861 (S.D.W. V a.). Before the consolidation, the plaintiffs in the first suit had moved for class certification; the d istrict court denied the motion as moot in light of the conso lidation. Fitzwater v. CONSOL Energy, Inc., No. 1:17 - cv - 3861, 2019 WL 51 91245, a t *1 (S.D.W. Va. Oct. 15, 2019). Plaintiffs in the consolidated case then filed a supplemental class - certificatio n motion, which the d istrict court denied on the merits. Id. at *18. Plaintiffs later fil ed a r enewed class - certification motion, which the d istrict court rejected on timeliness grounds. Fitzwater v. Consol Energy, Inc., No. 1:17 - cv - 3861, 2020 WL 3620078, at * 6 (S.D.W. Va. July 2, 2020). Defendants moved for summary judgm ent, which the district court granted as to most of Plaintiffs’ claims. Fitzwater v. CONSOL Energy, Inc., No. 1:17 - cv - 3861, 2020 WL 6231207, at *24 (S.D.W. Va. Oct. 22, 2020). However, as relevant for this app eal, the court denied summary judgment as to Plaintiffs’ c laim for breach of fiduciary duty. Id. at *17. That claim proceeded to a bench trial in 2021. Fitzwater, 2024 WL 436196 3, at *1. Following trial on the breach - of - fiduciary - duty claim, the court found in favor of Plaintiffs Prater and Bright but fo und against all other Plaintiffs. Id. at *25. It e xplained that Fitzwater, Gilbert, Casey, and Long had failed to demonstrate that they detrimentally relied on material misrepresentations by CONSO L and that Jack ’s claim was barred by the statute of limitations. See id. at * 21 – 25. T he court ordered that Prater’s and Bright’s retiree welfare benefits plan s “ be reformed to provide the ben efits as each reasonably expected, that is medical, prescription drug, vision, dental, and life insurance for the remainder of life. ” Id. at *26. It otherwise entered judgment in favor of CONSOL.

9 Plaintiffs timely appealed the denial s of class certification, the summary - judgment order, and the bench - trial decision. 4 CONSOL noted a timely cross - appeal o f the bench - trial decision. II. We begin with P laintiffs’ appeal of the district court’s class - certification decisions. “ The district court ’ s denial of cla ss certification is revie wed for an abuse o f discretion, and such decisions are ‘ generally accord ed great deference. ’” Monroe v. City of Charlottesville, 579 F.3d 3 80, 384 (4t h Cir. 20 09) (quoting Simmons v. Poe, 47 F.3d 1370, 1380 (4th Cir. 1995)). We affirm. Plaintiffs’ notice of appeal cited both of the d istrict court’s substantive class - certification denials: its denial of the initial post - consolida tion mot ion in Octo ber 2019, and its denial of the renewed motion in July 2020. See Fitzwater, 2 019 WL 5191245, at *17 – 18; Fitzwater, 2020 WL 3620078, at * 6. Their Opening Brief similarly cites both decisions, specifically taking issue with the district court’s failure to certify a class related to the ir claim for discrimination based o n claims experience. 5 But Plaintiffs conflate the issues resolved in those two separate orders and make only general arguments on appeal that fail to a ddress the relevant reasoning of each ord er. 4 Bright did not join the appeal, and Prater jo ined it only as to the denial of class certification and the summary - judgment o rder. 5 Plaintiffs’ Response - Rep ly Brief argues that the district cou rt erred in failing to certify a class as to other claims, but they forfeited those arguments on appeal by not clearly making them in their Op ening Brief. See Platt v. Mansfield, 162 F.4th 430, 4 44 n.10 (4 th Cir. 2025).

10 At the time of the October 2019 order, Plaintiffs claimed that CONSOL “discriminated against individu als who had retired as of September 30, 20 14 ”— like all seven Plaintiffs —“ by terminating their welfare ben efits without providing them the same cash transition payment given to active employees.” Fitzwater, 201 9 WL 519124 5, at *15. The district court denied class certification. Id. at *16. On appeal, Plaintiffs challenge its reasoning in doing s o. But importantly, after that October 2019 decision, Plaintiffs explicitly “d ropped the allegation that the distinction between active [employees] and retirees comprised d iscrimination.” Pls.’ Opp ’n Summ. J. at 17, Fitzwater v. Consol Energy, Inc., No. 2: 16 - cv - 9 849 (S.D.W. Va. June 12, 2020), Dkt. No. 234. T hey do not expl ain how we could co nclude t hat the district cou rt erred in declining to certify a class defined by a theory of discrimination that they have since abandone d. After abandoning the active - versus - retired - employees theo ry of discrimination, Plaintiffs “refashion[ed] their claim. . . to focus on CONSOL’ s decis ion in June 201 5 to offer the pro - rated transition p ayments” only to the group of new retirees who accepted the September 30, 2014, offer of f ive years of retirement b enefits (includ ing Prater and Gilbert), and not to the group of earlier re tirees (includi ng the five o ther Plaintiffs). Fitzwater, 2020 WL 62312 07, at *18. They attemp ted to reformulate their prop o sed class in accordance with this new theory of discrimination. Fitzwater, 2020 WL 3620078, at *2. B ut in a July 2020 order, the district court reject ed th eir class - certification requ est as untimely and unsupp orted by ne w evidenc e. Id. at *2 – 6.

11 I n their Opening Brief, Plaintiffs do not even acknowledge the district court’s reasoning in the July 2020 order, much less make any effort to explain why it w as erroneous. “ As a result, this argumen t is not properly before us.” United States v. Evans, 165 F.4th 255, 267 (4th Cir. 2026). We therefore affirm the district court’s class - certification orders. III. We next consider Plaintiffs’ appeal of the summary - judgment order, w hich we review de novo. Mission Integrated Techs., LLC v. Clemente, 158 F.4th 554, 56 2 (4th Cir. 2025). Plaintiffs argue that CONSOL discriminated against certain retirees — includ ing Fitzwater, Bright, Casey, Long, an d Jack — based on “claims experience” in vio lation of ERISA, and that the district court erred in rejecting that claim at summary judgm ent. We dis agree and affirm. ERISA governs the administration o f employee benefit plans with an ey e toward protecting the interests of “ employ ees and their dependents. ” 29 U.S.C. § 1001(a). In line with these concerns, ERISA prohibits c overed “ group hea lth plan [s ]” from “ establish [ing ] rules for eligibility ” for a plan based on “ health status - related factors,” such as “[m] edical history, ” “[g] enetic information, ” and — relevant here — “[c] laims experience.” 6 Id. § 1182(a)(1). T he bar on claims - experience discrimination means that a plan is no t permitted to app ly less favorable eligibility rules based on the fact that one group of 6 We assume, for th e sake of argumen t, that the transition paymen ts were required to abide by these restriction s. See Fitzwater, 2020 WL 6 231207, a t *22 n.25 (district court declining to reach CONSOL’s argumen t to the contrary).

12 employees has been more expensive to insure than an other gro up. However, p lans m ay make “ bona fide employment - based classification [s], ” including bas ed on “ current employee versus former employee status.” 29 C.F.R. § 2590.7 02(d) (1). As discussed, Plaintiffs’ theory of discrimination shifted over the course of litigation. The theory they p ressed at summary judgment was the second noted above: th at CONSOL impermissibly distinguished “between the 50 newly retired employees [wh o were] given the benefit of the pro - rated paymen t, and the earlier retirees already in the Retiree Benefits Plan who were not. ” Fitzwater, 2020 WL 62312 07, at * 18. The y conte nd that CONSOL drew this distinctio n “based on claims experience” — that is, that it discrimin ated against the earlier retirees becau se they had more extensive claims experience. Id. at *22. It is certainly true that, on average and all other thi ngs being e qual, a group of peopl e that has been receiving retirement benefits for a longer period than another group has can be expected to have filed more claims. So, the two groups may well have had differen t levels of “claims experience.” But, as the district court correctly concluded, Plaintiffs were required to show discriminatory intent — not just differing impacts on the two groups. And the summary - judgment record, even view ed in the light most favorable to Plaintiffs, did not suppor t such a s howing. The applicable provision of ERISA speaks to disparate treatment, not disparate impact. ERISA provides that a group health plan “ may not establish rules for elig ibility. .. based on ” claims experience. 2 9 U.S.C. § 1182(a) (1). This la nguage directs atten tion to the front - end eligibility determination — not to the after - the - fact impact. Cf. Tex. Dep ’ t of Hous.

13 & Cmty. Affs. v. Inclusive Communities Project, Inc., 576 U.S. 519, 533 (2015) (“[A] ntidiscrimination laws must be con strued to encompass disparate - impact claims when their text refers to the con sequences of actions and not ju st to the mindset of actors, and where that interpretation is con sistent with statutory purpose. ”). T hus, the statute constrain s how the employer may treat employees in setting rules for plan eligibility, not more broadly how the employees may be affected. Where a statute prohibits disparate treatmen t, rather than disparate impact, “ [p]roof of discriminatory motive is critical.” Hazen Paper Co. v. Biggins, 507 U.S. 604, 60 9 (1993) (quoting Teamsters v. United S tates, 431 U.S. 324, 335 n.15 (197 7)); accord Tex. Dep ’ t of Hous. & Cmty. Affs., 576 U.S. at 524. And here, t he district court correctly concluded that Plaintiffs had not pointed to any evidence of discriminatory intent sufficient t o preclude summary j udgment. T here is no evidence in the summary - judgment record that CONSOL even considered claims experience when deciding to whom it would offer the prorated payment. Fitzwater, 2020 WL 6231 207, at * 20. Instead, the record showed that CON SOL distinguished between those employees who were retired prior to September 30, 2014, and those who were still active emp loyees as of that date and thus would have received a lu mp - sum payme nt, but opt ed to f orgo it based on CONSOL ’s representation that they would receive retirement benefits for five y ears. Id. at *21. In other words, “[t]he record indicates that CONSOL made a bona fide classification based on the distinction between active and retired employees, and then offered a pro - rated version of the same ben efit only to those retirees to whom they had previously made the offer. ” Id. at *22.

14 Of course, a plaintiff seeking to show discriminatory inten t is not required to produce “smoking gun” evidence of discrimination. Merritt v. Old Dominion Freight Line, Inc., 601 F.3d 28 9, 300 (4th Ci r. 2010). But they still must poi nt to something from which a reasonable factfinder might in fer such discriminatory intent. Here, Plaintiffs hav e failed to do that. Accordingly, we affirm th e district court’s summary - judgment decision. IV. Both parties also appeal the district court’s judgment following a seven - day ben ch trial. “ We review a district court ’ s judgment rendered follo wing a bench trial ‘ under a mixed standard of review — factual findings may be reversed only if clearly erroneous, while conclusions of law are examined de novo. ’ ” Al - Sabah v. World B us. Lende rs, LLC, 160 F.4th 540, 5 49 – 50 (4th Cir. 2025) (quoting Chavez - Deremer v. Med. S taffing of Am., LLC, 147 F.4th 371, 398 (4t h Cir. 2025)). In con ducting clear - error review, “ we assess only whether the district court ’ s account of the evidence is plausible in ligh t of the record viewed in its entire ty. And in cases in wh ich a district court ’ s factual find ings turn on assessments of witness credibility or the weighing of conflicting evid ence during a bench trial, such findings are entitled to even greater deference.” Ch avez - Deremer, 147 F.4th at 398 (cleaned up). Applying these standards here, we affirm. ERISA provides that a plan fiduciary “shall discharge his duties with respect to a plan solely in the interest of the participants and beneficiaries” an d “for the exclusive purpose of,” as relevant here, “prov iding benefits to participants and their b eneficiaries.” 29 U.S.C. § 1104(a)(1). We have held that f iduciaries mu st “ refrain ” not only “ from intentionally misleading ” beneficiaries, b ut also from “‘ misinform [ing] employees through

15 material misrepresentations and incomplete, inconsistent or contradictory disclosures. ’” Griggs v. E.I. DuPon t de Nemours & Co., 237 F.3d 371, 380 (4t h Cir. 2001) (quoting Ha rte v. Bethlehem Steel Corp., 214 F.3d 446, 452 (3d Ci r. 2000)). Where a fiduciary v iolates this requirement, ERISA authorizes a court to gran t “appropriate equitable relief. .. to redress ” the violation. 29 U.S.C. § 1132(a)(3)(B). In such a case, “t he relevant standard of harm will depend upon the equ itable theory by which the District C ourt provides relief. ” CIGNA Corp. v. Amara, 563 U.S. 421, 425 (2011). Below, the district court relied on a Third Circuit case for the proposition that in order to prevail on a breach - of - fiduciary - duty claim under ERISA, a plaintiff must show “(1) the defendant ’ s status as an ERISA fiduciary acting as a fiduciary; (2) a misrepresentation on the part of the defend ant; (3) the materiality of that misrepresentatio n; and (4) detrimental reliance by the plaintiff on the misrepresentation.” Fitzwa ter, 2024 WL 4361963, at *15 (quoting Burstein v. Ret. Acct. Plan f or Emps. of Alle gheny Healt h Educ. & Rsch. Fo und., 334 F.3d 365, 3 84 (3d Cir. 2003)). While Plaintiffs have come to dispute the detrimental - reliance element, they forfeited that argument by not presenting it in their Opening Brief. 7 deWet v. Rollyson, 157 F.4th 344, 35 0 n.4 (4th Cir. 2025). In fact, they 7 For the first time in their Reply - Response Brief, Plaintiffs argued in passing that for the equitable remedy of plan reformation, “detrimental reliance need not be shown,” and cited an unpublished Second Circuit case. Reply - Response Br. at 2 9 (citing Osberg v. Foot Locker, Inc., 555 F. App’x 77, 80 – 81 (2d Cir. 2014)). Then, the day before oral argument, they filed a notice of supplemental authority pursuant to Fed eral Rule of Appellate Procedure 28(j). They cited a years - old Fourth Circuit opinion and a more - than - decade - old Supreme Court opinion. Notice of Additional Authority at 2, Fitzwater v. Consol Energy, Inc., No. 24 - 2088 (4 th Cir. Dec. 9, 2025), Dkt. No. 72 (first citing Peters v. Aetna Inc., 2 F.4th 199, 236 (4th C ir. 2021); and then citing Amara, 563 U.S. at 443). We decline to consider their belated argument.

16 affirmatively waived this conten tion by agreeing in their Opening Brief that t hey need ed to show detrimental reliance. See Wiener v. AXA Equitable Life Ins. Co., 58 F.4th 7 74, 779 (4th Cir. 2023) (holding that the defendant “waived the possible application of Connecticut law by affirmatively litigating under the substantive law of North Caro lina ”). So, for purposes of this appeal, we follow the lead of the parties and the district court and assume that Plaintiffs must show detrimental reliance. Plaintiffs contend that the cou rt erred when i t found that Fitzwater, Long, Casey, and Gilbert failed to establish d etrimental reliance on CONSOL’s mater ial misrepresentations. 8 But in making that argument, they do not disagree with the district court’s factual conclusions th at each of those Plaintiffs had kno wledge that their benefits could be terminated at any time. See F itzwater, 2024 WL 43 61963, at *8 – 11, *13 – 15, *20 – 23. Indeed, the argument section o f Plaintiffs’ Opening Brief makes no arg uments about the individual Plaintiffs at all, instead fo cusing on CONSOL’s behavior as to all of them. This failure to grapple with factfinding that was central to the district court’s analysis — issued following a detailed, lengthy b ench trial — is fatal to Plaintiffs’ argu ments on appeal. 8 Plaintiffs also argue that the district court erred when it entered judgment against Jack based on untimeliness. They contend that the district court should have applied equitable tolling pursuant to the Supreme Court’s decision in American P ipe & Construction Co. v. Utah, 414 U.S. 538 (1974). We do not reach this argument because Plaintiffs failed to preserve it b elow. Bell v. Brockett, 922 F.3d 502, 513 (4t h Cir. 2019) (“Appellants may not raise arguments on appeal that were n ot first presented below to the district court.”).

17 For its part, CONSOL argues that the district co urt erred when it found in favor of Prater and Brigh t on the breach - of - fiduciary - duty claim. We disagree with its contentions, too. First, CONSOL argues that the statements on which Prater and Bright relied were true at the time they were made and therefore did no t constitute misrepresentations. Specifically, CONSOL argues that at the ti me of the alleged misstatements, it inten d ed to provide benefits for life — but that it also made employees aware of its righ t to change or terminate benefits. The problem for CONSOL is that it fails to address the district court’s well - supporte d conclus ion that Br ight was not made aware of the reservation - of - rights clause, and that while Prater was, he was specifically told he did not “have to worry about” it because it was mere “attorney’s language.” Fitzwater, 2024 WL 43619 63, at *11 (quoting J.A. 468) (citing J.A. 480 – 81); see id. at *12. We see no clear error in the district court’s determination that, w it hout that piece of the p uzzle, statements that the be n efits would be for life were misleading — whatever CONSOL’s intention at the time. See id. at *5 –6, *11 – 13, *21. Second, CONSOL argues that the district court erred becau se Prater and Bright failed to show how they detrimentally relied on the misrepresentations. W e are not persuade d. Prater explained that he op ted to take the job with CONSOL — leaving his then - current employment — because, during his interview, he was told that if he reach ed certain age and seniority requirements, he would receive retirement benefits “for the rest of [his] life. ” J.A. 464. CONSOL then repeated that misrepresentation to him throughout his career.

18 Fitzwater, 2024 WL 4 361963, at *22. The district court concluded that Prater put great weight on this promise of retirement benefits, and that therefore “ he continued his employment with CONSOL on the basis of these misrepresentation s to his detriment.” Id. Bright similarly made significant life decisions based on CONSOL’s erroneous promises: H e planned his retirement around those false assurances. We cannot say that the d istrict court clearly erred in reaching the commonsense conclusion that he relied on t h os e statements to his detriment. See id. at * 23. V. Having reviewed the complete record in this case, we are satisfied that the district court dispatched its duty admirably. None of the arguments presented by the parties convinces us that vacatur or reversal is appropriate. We affirm th e judgment in full. AFFIRMED