Caudle v. Life Insurance Company of North America et al
MEMORANDUM OPINION AND ORDER GRANTING IN PART and DENYING IN PART 22 MOTION to Dismiss for Lack of Jurisdiction, GRANTING 16 MOTION to Dismiss, GRANTING 17 MOTION to Dismiss, TERMED AS MOOT 26 MOTION for Leave to Conduct Limi ted Jurisdictional Discovery, GRANTING 20 MOTION to Dismiss Count II of Plaintiff's Complaint, GRANTING 14 MOTION to Dismiss. Further, Ms. Caudle is HEREBY ORDERED, no later than July 21, 2014, to replead her complaint in a non-shotgun, non-conclusory, and otherwise plausible format that is consistent with the foregoing rulings. Signed by Judge Virginia Emerson Hopkins on 6/27/2014. (JLC)
2014 Jun-27 PM 01:18
U.S. DISTRICT COURT
N.D. OF ALABAMA
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
) Case No.: 1:14-CV-545-VEH
LIFE INSURANCE COMPANY OF )
NORTH AMERICA, et al.,
MEMORANDUM OPINION AND ORDER
This lawsuit arises under the Employee Retirement Income Security Act of
1974 (“ERISA”). (Doc. 1 at 1). Plaintiff Vanessa Caudle (“Ms. Caudle”) filed her
complaint on March 25, 2014. (Doc. 1). The defendants named in Ms. Caudle’s
lawsuit are Life Insurance Company of North America (“LINA”); Cigna Corporation
(“Cigna”); Honda Manufacturing Health & Welfare Benefits Plan No. 501(“Honda
Health Plan”); Honda Retirement Plan, Plan No. 334 (“Honda Retirement Plan”); and
Honda Manufacturing of Alabama, LLC (“Honda”). (Id. at 1; id. at 2 ¶ 1; id. at 4-11
¶¶ 13-60); (see also Docs. 7, 8, 9 (copies of executed summonses)).
Pending before the court are six motions: (1) Honda’s Motion To Dismiss
(Doc. 14) (“Honda’s Motion”) filed on April 18, 2014; (2) Honda Health Plan’s
Motion To Dismiss (Doc. 16) (“Honda Health Plan’s Motion”) filed on April 21,
2014; (3) Honda Retirement Plan’s Motion To Dismiss (Doc. 17) (“Honda Retirement
Plan’s Motion”) filed on April 22, 2014; (4) LINA’s Motion To Dismiss Count II of
Plaintiff’s Complaint (Doc. 20) (“LINA’s Partial Motion”) filed on May 5, 2014;1 (5)
Cigna’s Motion To Dismiss (Doc. 22) (“Cigna’s Motion”) filed on May 5, 2014; and
(6) Ms. Caudle’s Motion for Leave To Conduct Limited Jurisdictional Discovery
(Doc. 26) (the “Discovery Motion”) filed on May 19, 2014.
The parties have briefed these motions (Docs. 18, 23, 24, 25, 27, 28, 31, 32,
33), and they are ready for disposition. For the reasons explained below, they are all
GRANTED except for Cigna’s Motion, which is GRANTED IN PART and
DENIED IN PART, and Ms. Caudle’s Discovery Motion, which is TERMED as
Because LINA has answered Ms. Caudle’s lawsuit (Doc. 21), its Partial Motion is really
one for judgment for the pleadings pursuant to Rule 12(c) as opposed to Rule 12(b)(6). Rule 12(c)
provides that “[a]fter the pleadings are closed--but early enough not to delay trial--a party may move
for judgment on the pleadings.” Fed. R. Civ. P. 12(c). However, “[w]hether the court examine[s] [a
pleading] under Rule 12(b)(6) or Rule 12(c), the question [remains] the same: whether the
[complaint] stated a claim for relief.” Sampson v. Washington Mut. Bank, 453 F. App’x 863, 865 n.2
(11th Cir. 2011) (emphasis added) (quoting Strategic Income Fund, L.L.C. v. Spear, Leeds &
Kellogg Corp., 305 F.3d 1293, 1295 n.8 (11th Cir. 2002)); see also Sampson, 453 F. App’x at 865
n.2 (applying Strategic Income and concluding that court’s error in granting a dismissal under Rule
12(c) instead of Rule 12(b)(6) was harmless).
Because subject matter jurisdiction in this case is based upon federal question,
a different personal jurisdiction constitutional standard applies than the one set forth
in Madara v. Hall, 916 F.2d 1510 (11th Cir. 1990), which test arises under the
Fourteenth Amendment and is applicable only in diversity cases. “[W]hen, as here,
a federal statute provides the basis for jurisdiction, the constitutional limits of due
process derive from the Fifth, rather than the Fourteenth, Amendment.” Republic of
Panama v. BCCI Holdings (Luxembourg) S.A., 119 F.3d 935, 942 (11th Cir. 1997)
(emphasis added) (citing In re Chase & Sanborn, 835 F.2d 1341, 1344 (11th Cir.
1988), rev’d on other grounds sub. nom, Granfinanciera, S.A. v. Nordberg, 492 U.S.
33, 109 S. Ct. 2782, 106 L. Ed. 2d 26 (1989)); see also BCCI, 119 F.3d at 946 (“As
we noted in Chase & Sanborn, ‘[t]he due process concerns of the fifth and fourteenth
amendments are not precisely parallel.’”).
Under the Rule 12(b)(2) framework applicable to federal question cases when
the subject federal statute provides for nationwide service of process:2
ERISA’s service of process provision states that “process may be served in any other
district where a defendant resides or may be found.” 29 U.S.C. § 1132(e)(2). This broadly worded
language is appropriately classified as a nationwide service of process provision. Cf. Republic of
Panama v. BCCI Holdings (Luxembourg) S.A., 119 F.3d 935, 940 (11th Cir. 1997) (“Panama alleged
that the district court had jurisdiction over the First American defendants under RICO’s nationwide
service of process provision, 18 U.S.C. § 1965(d), which provides that process may be served ‘on
[A] defendant’s contacts with the forum state play no magical role in the
Fifth Amendment analysis. “As a practical matter ... state lines cannot
provide an accurate measure of the burdens that would be imposed on
a defendant by requiring him to defend an action in a particular forum.
There is nothing inherently burdensome about crossing a state line.”
Wright & Miller, supra, § 1067.1, at 327. Thus, determining whether
litigation imposes an undue burden on a litigant cannot be determined
by evaluating only a defendant’s contacts with the forum state. A court
must therefore examine a defendant’s aggregate contacts with the nation
as a whole rather than his contacts with the forum state in conducting
the Fifth Amendment analysis. See United States Securities and
Exchange Comm’n v. Carrillo, 115 F.3d 1540, 1543-44 (11th Cir.
A defendant’s “minimum contacts” with the United States do not,
however, automatically satisfy the due process requirements of the Fifth
Amendment. There are circumstances, although rare, in which a
defendant may have sufficient contacts with the United States as a whole
but still will be unduly burdened by the assertion of jurisdiction in a
faraway and inconvenient forum.
BCCI, 119 F.3d. at 946-47 (footnotes omitted) (emphasis added).
However, the Eleventh Circuit has “emphasize[d] that it is only in highly
unusual cases that inconvenience will rise to a level of constitutional concern.” Id. at
947 (emphasis added). Additionally, “[t]he burden is on the defendant to demonstrate
that the assertion of jurisdiction in the forum will ‘make litigation so gravely difficult
any person in any judicial district in which such person resides, is found, has an agent, or transacts
his affairs.’”); cf. also Willingway Hospital, Inc. v. Blue Cross & Blue Shield of Ohio, 870 F. Supp.
1102, 1109 (S.D. Ga. 1994) (explaining that “[t]his, of course, is how the typical national service of
process provision works” when analyzing ERISA’s service of process provision”). Further, “[w]hen
a federal statute provides for nationwide service of process, it becomes the statutory basis for
personal jurisdiction.” BCCI, 119 F.3d at 942.
and inconvenient that [he] unfairly is at a severe disadvantage in comparison to his
opponent.’” Id. (some internal quotation marks omitted) (emphasis added) (second
alteration in original) (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 478,
105 S. Ct. 1274, 2185, 85 L. Ed. 2d 528 (1985)).
In those unusual instances in which “a defendant makes a showing of
constitutionally significant inconvenience, jurisdiction will comport with due process
only if the federal interest in litigating the dispute in the chosen forum outweighs the
burden imposed on the defendant.” BCCI, 119 F.3d at 948. “In evaluating the federal
interest, courts should examine the federal policies advanced by the statute, the
relationship between nationwide service of process and the advancement of these
policies, the connection between the exercise of jurisdiction in the chosen forum and
the plaintiff’s vindication of his federal right, and concerns of judicial efficiency and
economy.” Id. “Where, as here, Congress has provided for nationwide service of
process, courts should presume that nationwide personal jurisdiction is necessary to
further congressional objectives.” Id.
A Rule 12(b)(6) motion attacks the legal sufficiency of the complaint. See Fed.
R. Civ. P. 12(b)(6) (“[A] party may assert the following defenses by motion: (6)
failure to state a claim upon which relief can be granted[.]”). The Federal Rules of
Civil Procedure require only that the complaint provide “‘a short and plain statement
of the claim’ that will give the defendant fair notice of what the plaintiff’s claim is
and the grounds upon which it rests.” Conley v. Gibson, 355 U.S. 41, 47, 78 S. Ct. 99,
103, 2 L. Ed. 2d 80 (1957) (footnote omitted) (quoting Fed. R. Civ. P. 8(a)(2)),
abrogated by Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 556, 127 S. Ct. 1955,
1965, 167 L. Ed. 2d 929 (2007); see also Fed. R. Civ. P. 8(a) (setting forth general
pleading requirements for a complaint including providing “a short and plain
statement of the claim showing that the pleader is entitled to relief”).
While a plaintiff must provide the grounds of his entitlement to relief, Rule 8
does not mandate the inclusion of “detailed factual allegations” within a complaint.
Twombly, 550 U.S. at 555, 127 S. Ct. at 1964 (quoting Conley, 355 U.S. at 47, 78 S.
Ct. at 103). However, at the same time, “it demands more than an unadorned,
the-defendant-unlawfully-harmed-me accusation.” Ashcroft v. Iqbal, 556 U.S. 662,
678, 129 S. Ct. 1937, 1949, 173 L. Ed. 2d 868 (2009). “[O]nce a claim has been
stated adequately, it may be supported by showing any set of facts consistent with the
allegations in the complaint.” Twombly, 550 U.S. at 563, 127 S. Ct. at 1969.
“[A] court considering a motion to dismiss can choose to begin by identifying
pleadings that, because they are no more than conclusions, are not entitled to the
assumption of truth.” Iqbal, 556 U.S. at 679, 129 S. Ct. at 1950. “While legal
conclusions can provide the framework of a complaint, they must be supported by
factual allegations.” Id. “When there are well-pleaded factual allegations, a court
should assume their veracity and then determine whether they plausibly give rise to
an entitlement to relief.” Id. (emphasis added). “Under Twombly’s construction of
Rule 8 . . . [a plaintiff’s] complaint [must] ‘nudge [any] claims’ . . . ‘across the line
from conceivable to plausible.’ Ibid.” Iqbal, 556 U.S. at 680, 129 S. Ct. at 1950-51.
A claim is plausible on its face “when the plaintiff pleads factual content that
allows the court to draw the reasonable inference that the defendant is liable for the
misconduct alleged.” Iqbal, 556 U.S. at 678, 129 S. Ct. at 1949. “The plausibility
standard is not akin to a ‘probability requirement,’ but it asks for more than a sheer
possibility that a defendant has acted unlawfully.” Id. (quoting Twombly, 550 U.S. at
556, 127 S. Ct. at 1965).
Ms. Caudle’s complaint contains four counts. Count I is brought against all
defendants and is a claim for benefits under 29 U.S.C. § 1132(a)(1)(B). (Doc. 1 at 2123 ¶¶ 105-116). Count II is for breach of fiduciary duty under 29 U.S.C. §§ 1104 and
1105, and is brought against all defendants under 29 U.S.C. § 1132(a)(3). (Doc. 1 at
23-25 ¶¶ 117-127). Count III is for failure to provide documents under 29 U.S.C. §
1132(c), and is brought only against Cigna. (Doc. 1 at 25-27 ¶¶ 128-136). Finally,
Count IV is for the failure to provide documents under 29 U.S.C. § 1132(c), and is
brought only against the Honda entities and plans. (Doc. 1 at 28-30 ¶¶ 137-142).
Honda asserts that it is due to be dismissed from this action because it is not
a properly named defendant. More specifically, Honda points out that nowhere within
Counts I, III, and IV does Ms. Caudle make any allegations about any wrongdoing
on the part of Honda, much less plausibly explain how Honda is potentially liable to
her under ERISA for these claims. As for Count II, Honda maintains that a breach of
fiduciary claim is foreclosed by virtue of United States Supreme Court authority and
the circumstances presented here.
Ms. Caudle contests the dismissal of Counts I, II, and IV against Honda3 as part
of her consolidated response to Honda’s Motion, Honda Health’s Motion, and Honda
Retirement’s Motion. The court has studied her opposition and her pleading and
concludes that Ms. Caudle has not alleged any plausible claim against Honda.
Counts I and IV
More specifically, Counts I and IV are entirely silent about Honda’s specific
actions or inactions and, as a result, neither one constitutes a validly stated claim
against it. As it pertains to Count IV, Ms. Caudle’s simply lumping all the Honda
Thus, Ms. Caudle concedes that Count III is not applicable to Honda.
Defendants together as “Honda entities” in an unacceptable shotgun format does not
satisfy her Rule 8 obligation to assert her ERISA-based counts against each defendant
in a plausible manner. See, e.g., Davis v. Coca-Cola Bottling Co. Consol., 516 F.3d
955, 979 & n.54 (11th Cir. 2008) (“The complaint is a model ‘shotgun’ pleading of
the sort this court has been roundly, repeatedly, and consistently condemning for
years, long before this lawsuit was filed.”).4 Instead, Ms. Caudle must assert her
failure to produce documents claim against each Honda-related defendant in a noncollective fashion, but only to the extent that a written request for documents was sent
Davis footnote 54 gives numerous examples of Eleventh Circuit anti-shotgun references
and states in full:
See, e.g., United States ex el. Atkins v. McInteer, 470 F.3d 1350, 1354 n.6
(11th Cir. 2006); M.T.V. v. DeKalb County Sch. Dist., 446 F.3d 1153, 1156 n.1 (11th
Cir. 2006); Ambrosia Coal and Constr. Co. v. Morales, 368 F.3d 1320, 1330 n.22
(11th Cir. 2004); Strategic Income Fund, L.L.C. v. Spear, Leeds & Kellogg Corp.,
305 F.3d 1293, 1296 nn.9-10 (11th Cir. 2002); Byrne v. Nezhat, 261 F.3d 1075,
1128–34 (11th Cir. 2001); Magluta v. Samples, 256 F.3d 1282 (11th Cir. 2001);
BMC Indus., Inc. v. Barth Indus., Inc., 160 F.3d 1322, 1326-27 n.6 (11th Cir. 1998);
GJR Invs., Inc. v. County of Escambia, 132 F.3d 1359, 1368 (11th Cir. 1998);
Cramer v. Florida, 117 F.3d 1258, 1263 (11th Cir. 1997); Ibrahimi v. City of
Huntsville Bd. of Educ., 114 F.3d 162 passim (11th Cir. 1997); Anderson v. Dist. Bd.
of Trustees of Cent. Fla. Cmty. Coll., 77 F.3d 364, 366-67 (11th Cir. 1996); Beckwith
v. City of Daytona Beach Shores, 58 F.3d 1554, 1567 (11th Cir. 1995); Cesnik v.
Edgewood Baptist Church, 88 F.3d 902, 905 (11th Cir. 1996); Oladeinde v. City of
Birmingham, 963 F.2d 1481, 1483-84 (11th Cir. 1992); Pelletier v. Zweifel, 921 F.2d
1465, 1518 (11th Cir. 1991); T.D.S. Inc. v. Shelby Mut. Ins. Co., 760 F.2d 1520,
1543-44 n.14 (11th Cir. 1986) (Tjoflat, J., dissenting). This list is just a teaser—since
1985 we have explicitly condemned shotgun pleadings upward of fifty times.
Davis, 516 F.3d at 979 n.54.
to a Honda defendant that was also a plan administrator as required by ERISA.5
In seeking dismissal of Count III, Honda relies primarily upon the Supreme
Court’s decision in Varity Corp. v. Howe, 516 U.S. 489, 116 S. Ct. 1065, 134 L. Ed.
2d 130 (1996), and its progeny. (See Doc. 14 at 5-10 (explaining that because Ms.
Caudle is seeking an individualized claim for ERISA benefits under § 502(a)(1)(B)
in Count I, a claim for breach of fiduciary duty relating to those same benefits under
§ 502(a)(3) in Count II is not available to her); see also Hammond, et al. v. Reynolds
Metals Co., et al., No. 3:01-CV-0811-VEH, (Doc. 147 at 6-13) (N.D. Ala. Jan. 26,
2006) (dismissing ERISA breach of fiduciary claims consistent with Varity’s
establishment of the proper scope of equitable relief afforded under § 1132(a)(3));
Smith v. Life Ins. Co. of N. Am., et al., No. 1:13-CV-2047-VEH, (Doc. 42 at 10-11)
(N.D. Ala. Mar. 31, 2014) (same)).
In opposition, Ms. Caudle contends that her Count II is not duplicative of
Count I in the Varity sense. For example, Ms. Caudle counters that, as part of her
relief, she seeks equitable remedies for Defendants’ breaches of fiduciary duty under
§ 1132(a)(3) “which § 1332(a)(1)(B) cannot offer . . . .” (Doc. 18 at 13).6 Ms. Caudle
See discussion infra, at 14-15.
All page references to Doc. 18 correspond with the court’s CM/ECF numbering system.
relies upon Cigna Corp v. Amara, 131 S. Ct. 1866, 179 L. Ed. 2d 843 (2011) to
support her position. See id. at 1871 (“We conclude that [§ 502(a)(1)(B)] does not
authorize this relief. Nonetheless, we find that a different equity-related ERISA
provision, to which the District Court also referred, authorizes forms of relief similar
to those that the court entered. § 502(a)(3), 29 U.S.C. § 1132(a)(3).”).
Honda replies that Amara is dissimilarly postured because that authority is an
ERISA disclosure/plan reformation-driven decision and not a benefits-driven one. See
Amara, 131 S. Ct. at 1870-71 (summarizing that “[t]he District Court agreed that the
disclosures made by CIGNA [sued in its capacity as an employer] violated its
obligations under ERISA” and that it “reformed the new plan and ordered CIGNA to
pay benefits accordingly”). Further, in studying the particular allegations of Count II,
the court agrees with Honda that Ms. Caudle’s breach of fiduciary count has not been
Ms. Caudle does not seek to reform either the Honda Health Plan or Honda
Retirement Plan. Rather, she complains that Defendants breached their fiduciary
duties by failing to personally inform her about additional plan benefits that were
available to her and to enforce those plans as written. (See Doc. 1 at 23-25 ¶¶ 117-127
(seeking no modification of terms for either the Honda Health Plan or the Honda
Retirement Plan); cf. Amara, 131 S. Ct. at 1878 (“We also conclude that the District
Court could not find authority in [§ 502(a)(1)(B)] to reform CIGNA’s plan as
written.”) (emphasis added); cf. also Amara, 131 S. Ct. at 1879 (“The power to reform
contracts (as contrasted with the power to enforce contracts as written) is a traditional
power of an equity court, not a court of law, and was used to prevent fraud.”
(emphasis added) (citing Baltzer v. Raleigh & Augusta R. Co., 115 U.S. 634, 645, 6
S. Ct. 216, 29 L. Ed. 505 (1885))).
Additionally, Ms. Caudle expressly alleges at the end of Count II that:
As a direct and proximate result of Defendants’ failure to carry
out their duties as fiduciaries of the various plans pursuant to 29 U.S.C.
§ 1104, Plaintiff has been damaged in an amount equal to the amount of
the benefits to which Plaintiff would have been entitled under the
various plans, and in the amount equal to future benefits payable while
Plaintiff remains disabled under the terms of the various plans, as well
as additional damages to be proven at the trial of this matter.
(Doc. 1 at 25 ¶ 127 (emphasis added)).
The heart of Count II is about obtaining individualized plan benefits which Ms.
Caudle maintains that Defendants have wrongfully withheld from her. Further, the
court does not see where Count II encompasses any type of a request for equitable
relief, much less a remedy of plan reformation. Thus, Amara is inapplicable, and Ms.
Caudle has not plausibly pled a breach of fiduciary claim against Honda that can
survive Varity scrutiny. Therefore, Honda’s Motion is GRANTED, and all counts
asserted against it by Ms. Caudle are HEREBY DISMISSED WITHOUT
Honda Health Plan’s Motion
Honda Health Plan’s Motion similarly identifies Counts I, II, and IV as ones
which Ms. Caudle is pursuing against Honda Health Plan. Ms. Caudle contests the
dismissal of Counts I, II, and IV against Honda Health Plan7 as part of her
consolidated response to Honda’s Motion, Honda Health Plan’s Motion, and Honda
Retirement Plan’s Motion. The court similarly concludes that Ms. Caudle has not
alleged any plausible claim against Honda Health Plan.
The undersigned has already addressed the merits of these same contested
issues in a case involving the same lawyers in Smith, No. 1:13-CV-2047-VEH, (Doc.
42 at 4-5).8 Relying upon the undersigned’s analysis of comparable allegations in
Smith, (see id. at 5 (“Further, the court agrees with Honda Plan that because Count
I lacks any allegation of wrongdoing on its part, Ms. Smith has not stated a plausible
claim for ERISA benefits against it in that count.”)) as persuasive authority, Honda
Health Plan’s Motion is GRANTED as to Count I because Ms. Caudle omits any
assertion of Honda Health Plan’s wrongful conduct. Instead, all allegations in Count
Thus, Ms. Caudle concedes that Count III is not applicable to Honda Health Plan.
Smith is fully cited supra, at 10.
I challenge the actions of Cigna, exclusively. (See Doc. 1 at 21-23 ¶¶ 105-116
(identifying only Cigna as a culpable party for terminating Ms. Caudle’s ERISA
The court’s conclusion that Honda Health Plan is not a proper party to Count
I of Ms. Caudle’s complaint is further bolstered by the Eleventh Circuit’s decision in
Garren v. John Hancock Mut. Life Ins. Co., 114 F.3d 186 (11th Cir. 1997). In Garren,
the Eleventh Circuit made it clear that “[t]he proper party defendant in an action
concerning ERISA benefits is the party that controls administration of the plan.” Id.
at 187. Therefore, because the Honda Health Plan is not a plan administrator, Count
I is subject to dismissal for this additional reason.
For the reasons set out in the court’s above analysis of Ms. Caudle’s breach of
fiduciary claim in connection with Honda’s Motion, Honda Health Plan’s Motion is
GRANTED as to Count II.
In Count IV, Ms. Caudle seeks “penalties in an amount up to One Hundred Ten
Dollars ($110) per day from thirty days after the first request for the materials.” (Doc.
1 at 30 ¶ 142)” pursuant to 29 U.S.C. § 1132(c). Honda Health Plan maintains that
this penalty-related remedy is not plausibly actionable against it because it is not an
ERISA administrator. See, e.g., Byars v. Coca-Cola Co., 517 F.3d 1256, 1270-71
(11th Cir. 2008) (“Finally, ReliaStar was not subject to document withholding
penalties, as the statute only permits an award of penalties against the plan
administrator, and, as discussed above, the Committee, not ReliaStar, is the Plan
administrator.”) (emphasis added).
Based upon Byars and the other authorities cited by Honda Health Plan, all of
which Ms. Caudle has failed to distinguish, the court agrees that ERISA limits
liability for improper document withholding to plan administrators. Alternatively,
Count IV is subject to dismissal because of its impermissible shotgun format.
Accordingly, Honda Health Plan’s Motion is GRANTED as to Count IV. Further,
with no claims remaining against it, Honda Health Plan is HEREBY DISMISSED
WITHOUT PREJUDICE from Ms. Caudle’s lawsuit.
Honda Retirement Plan’s Motion
Honda Retirement Plan’s Motion similarly identifies Counts I, II, and IV as
ones which Ms. Caudle is pursuing against Honda Retirement Plan. Ms. Caudle
contests the dismissal of Counts I, II, and IV against Honda Retirement Plan9 as part
of her consolidated response to Honda’s Motion, Honda Health Plan’s Motion, and
Honda Retirement Plan’s Motion. The court likewise determines, consistent with its
Thus, Ms. Caudle concedes that Count III is not applicable to Honda Retirement Plan.
analysis of Honda Health Plan’s Motion above that, Ms. Caudle has not asserted any
plausible claim against Honda Retirement Plan.
Accordingly, Honda Retirement Plan’s Motion is GRANTED. Further, with
no claims remaining against it, Honda Retirement Plan is HEREBY DISMISSED
WITHOUT PREJUDICE from Ms. Caudle’s lawsuit.
LINA’s Partial Motion
LINA’s Partial Motion seeks only to dismiss Count II of Ms. Caudle’s
complaint. Relying upon the court’s above analysis of Count II in connection with
Honda’s Motion, LINA’s Partial Motion is GRANTED on Ms. Caudle’s breach of
Cigna maintains that it is due to be dismissed for jurisdictional reasons as well
as the absence of any plausibly pleaded claims under Rule 12(b)(6). (See Doc. 22 at
1 (seeking a dismissal “based upon the lack of jurisdiction over any subject matter …,
the lack of personal jurisdiction . . . , and failure to state a claim upon which relief can
be granted.”)). In sum, Cigna contends that the appropriate party defendant in this
lawsuit is its subsidiary and claims administrator for the Honda Health and Honda
Retirement Plans, LINA,10 and that Cigna’s mere status as a parental holding
company of LINA neither subjects it to the jurisdiction of this court nor renders it
plausibly liable to Ms. Caudle under ERISA.
Rules 12(b)(1) and 12(b)(2)
Turning to the jurisdictional portion of Cigna’s Motion first, it is DENIED.
The court has, earlier in this decision, set forth the appropriate constitutional standard
which governs matters of personal jurisdiction in this ERISA dispute. As the Eleventh
Circuit has instructed in BCCI, the relevant initial inquiry is Cigna’s “aggregate
contacts with the nation as a whole rather than [its] contacts with the forum state.”
BCCI, 119 F.3d at 947; see also id. at 948 (“[D]efendants are large corporations
providing banking services to customers in major metropolitan areas along the eastern
seaboard [and,] [t]he fact that they may not have had significant contacts with Florida
In its answer, LINA has admitted that it “is the entity responsible for adjudicating and
paying claims for benefits under [a group policy number LK-890019 (the “LTD Policy”)].” (Doc.
21 ¶ 2); (see also Doc. 22-1 (attaching copy of LTD Policy and identifying LINA as the insurer)).
In contrast, while the LTD Policy refers to a “Plan Administrator” in its “GENERAL
PROVISIONS” section, it does not specify who that responsible party is and indicates, by context,
that LINA is not the plan administrator. (See id. at 18 “The Employer and Plan Administrator are
agents of the Associate for transactions relating to insurance under the Policy. The Insurance
Company is not liable for any of their acts or omissions.”) (emphasis added)). Consideration of the
LTD Policy does not convert any of the Rule 12 motions into Rule 56 ones because Ms. Caudle
refers to the LTD Policy in her complaint and its existence is vital to her ERISA benefits claim.
(Doc. 1 at 12 ¶ 61); see also Financial Sec. Assur., Inc. v. Stephens, Inc., 500 F.3d 1276, 1284 (11th
Cir. 2007) (“This court recognizes an exception, however, in cases in which a plaintiff refers to a
document in its complaint, the document is central to its claim, its contents are not in dispute, and
the defendant attaches the document to its motion to dismiss.”).
is insufficient to render Florida an unreasonably inconvenient forum.”).
Additionally, the burden is on Cigna to demonstrate “constitutionally
significant inconvenience[.]” Id.; see also id. (“Because we conclude that the First
American defendants have not demonstrated any constitutionally significant
inconvenience, we find no infringement of their individual liberty interests protected
by the Due Process Clause of the Fifth Amendment.”). None of the evidence
presented by Cigna conforms to this Fifth Amendment framework. Rather, Cigna
offers only proof related to its lack of contacts with Alabama, but this type of
evidence is essentially meaningless when the federal statute bestowing this court with
federal question jurisdiction contains a nationwide service of process provision, such
as ERISA does. See Gulf Life Ins. Co. v. Arnold, 809 F.2d 1520, 1522-23 (11th Cir.
1987) (recognizing that ERISA’s “venue provision can provide broad access to the
federal courts” and clarifying that “nationwide service of process is available only if
the suit is ‘an action under this subchapter’” (emphasis in original) (quoting 29
U.S.C. § 1132(e)(2))); see also discussion supra, at 3-4 n.2.
At a minium, Cigna has failed to acknowledge how the federal question nature
of this dispute impacts the court’s personal jurisdiction inquiry, including explaining
why Cigna’s lack of contacts with the forum state should even factor into the analysis
when the BCCI binding precedent from the Eleventh Circuit under a federal statute
incorporating a comparable nationwide service of process provision holds otherwise.
Instead, Cigna continues to mistakenly rely upon the personal jurisdiction standard
applicable in diversity cases. (See, e.g., Doc. 32 at 4-5 (quoting Mercantile Capital,
LP v. Fed. Transtel, Inc., 193 F. Supp. 2d 1243, 1247-48 (N.D. Ala. 2002)); see also
Mercantile Capital, 193 F. Supp. 2d at 1245 (“In this litigation, FTT is pursuing
claims under a number of legal theories against various parties, asserting that this
Court possesses diversity subject matter jurisdiction under 28 U.S.C. § 1332(a)(1))
Additionally, while the undersigned has addressed the merits of similarly
contested issues in a case involving the same lawyers in Smith, No. 1:13-CV-2047VEH, (Doc. 42 at 6-9), there, the court utilized a diversity-based personal jurisdiction
test under Madara. Therefore, that particular portion of the Smith opinion decided
favorably to Cigna is rejected here.11
Finally, while Cigna indicates that it separately disputes the existence of
subject matter jurisdiction, the independence of those arguments are ill-defined and
really they just morph into its personal jurisdiction ones. Therefore, the court does not
In Smith, both sides indicated that the applicable personal jurisdiction standard was
connected to Cigna’s forum-related contacts with Alabama. In light of this court’s reevaluation of
the appropriate framework to use in this federal question case, the court disregards its previous
personal jurisdiction holding in Smith.
see any valid basis for dismissing Cigna from this lawsuit on subject matter
jurisdiction grounds. See, e.g., BCCI, 119 F.3d at 941 (“When a jurisdictional motion
to dismiss depends, as in this case, on the assertion of a right created by a federal
statute, the court should dismiss for lack of jurisdiction only if “the right claimed is
‘so insubstantial, implausible, foreclosed by prior decisions of this Court, or
otherwise devoid of merit as not to involve a federal controversy.’” (quoting IUE
AFL–CIO Pension Fund v. Herrmann, 9 F.3d 1049, 1055 (2d Cir. 1993))).
Accordingly, the jurisdictional part of Cigna’s Motion is DENIED on account of its
underdeveloped and/or misguided nature.
However, Cigna’s Motion is alternatively GRANTED on Rule 12(b)(6)
grounds. More specifically, consistent with the court’s analysis of the other pending
motions above, see discussion supra, at 13-14, Cigna is not plausibly liable to Ms.
Caudle on Counts I and III of her complaint because Cigna did not issue the LTD
Policy and did not deny Ms. Caudle’s ERISA benefits claim, and ERISA
unambiguously limits the scope of liability for those types of violations to plan
The court acknowledges that within Count I, Ms. Caudle has perplexingly referred only
to Cigna as the party who wrongfully terminated her ERISA benefits. (Doc. 1 at 21-23 ¶¶ 105-116).
Ms. Caudle also inexplicably asserts that the LTD Policy was sold and underwritten by Cigna. (Id.
To the extent that Ms. Caudle contends that Cigna is jointly and severally liable
with LINA on a co-conspirator, vicarious liability, and/or an alter ego basis, she has
done so in an implausible and conclusory fashion. (See Doc. 1 ¶ 42 (alleging that
Cigna “should be held jointly and severally liable for any award of damages under 29
U.S.C. § 1132”); see also Doc. 27 at 6 (“Caudle’s contention is that Cigna vicariously
does business in Alabama using subsidiaries like LINA as proxies.”) (emphasis in
Further, while Ms. Caudle has referred to some ERISA-based authorities that
have permitted limited jurisdictional discovery from a parent corporation such as
Cigna, she has not pointed to any cases that have ultimately allowed a parental
holding company to be held jointly and severally liable for the actions of its
subsidiary in denying a plaintiff’s benefits claim under an ERISA co-conspirator,
vicarious liability, and/or alter ego theory. Cf. Flanigan’s Enters., Inc. v. Fulton
County, Ga., 242 F.3d 976, 987 n.16 (11th Cir. 2001) (holding that a party waives an
argument if the party “fail[s] to elaborate or provide any citation of authority in
support” of the argument); Ordower v. Feldman, 826 F.2d 1569, 1576 (7th Cir. 1987)
(stating that an argument made without citation to authority is insufficient to raise an
at 12 ¶ 61). However, the underlying LTD Policy, which makes no mention of Cigna and instead
identifies exclusively LINA as the insurer, belies Ms. Caudle’s Cigna-driven allegations.
All page references to Doc. 27 correspond with the court’s CM/ECF numbering system.
issue before the court).
Additionally, no defendant is plausibly liable to Ms. Caudle on Count II
because Varity forecloses her from pleading the type of breach of fiduciary claim that
she has alleged in her complaint. Finally, Count IV simply does not apply to Cigna,
but rather only to “Honda entities.”
In her Discovery Motion, Ms. Caudle seeks permission to conduct limited
jurisdictional discovery directed to Cigna before the court decides the merits of
Cigna’s Motion. (Doc. 26 at 1). The proposed discovery primarily focuses upon
Cigna’s corporate relationship with LINA. (See generally Doc. 27-1 at 2-3).14
Because the court has DENIED the jurisdictional portion of Cigna’s Motion, the
jurisdictional discovery sought by Ms. Caudle is unnecessary and her Discovery
Motion is therefore TERMED as MOOT.
Accordingly, Honda’s Motion, Honda Health Plan’s Motion, Honda Retirement
All page references to Doc. 27-1 correspond with the court’s CM/ECF numbering system.
The court notes that, on May 2, 2014, Ms. Caudle filed a Notice of Request for Oral
Argument (Doc. 19) (the “Notice”) and, on May 19, 2014, filed a second Notice of Request for Oral
Argument (Doc. 29) (the “Second Notice”) that Cigna has expressly opposed. (Doc. 32 at 3 n.1). Due
to the straightforward nature of the disputed issues presented by the parties, the court sees no need
for oral argument and, the Notice and Second Notice are DENIED.
Plan’s Motion, and LINA’s Partial Motion are all GRANTED, Cigna’s Motion is
GRANTED on Rule 12(b)(6) grounds, but is otherwise DENIED, and Ms. Caudle’s
Discovery Motion is TERMED as MOOT. Further, Ms. Caudle is HEREBY
ORDERED, no later than July 21, 2014, to replead her complaint in a non-shotgun,
non-conclusory, and otherwise plausible format that is consistent with the foregoing
DONE and ORDERED this the 27th day of June, 2014.
VIRGINIA EMERSON HOPKINS
United States District Judge
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