Comer v. Gerdau Ameristeel US INC. et al
Filing
93
ORDER denying 79 --motion to dismiss. Signed by Judge Steven D. Merryday on 9/8/2016. (BK)
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
DANIEL L. COMER, et al.,
Plaintiffs,
v.
CASE NO. 8:14-cv-607-T-23AAS
GERDAU AMERISTEEL US, INC., et al.,
Defendants.
____________________________________/
ORDER
Under Section 301 of the Labor Management Relations Act, the plaintiffs sue
(Doc. 73) Gerdau Ameristeel US for violating a collective-bargaining agreement.
Gerdau moves (Doc. 79) to dismiss under Rule 12(b)(6), Federal Rules of Civil
Procedure, for failure to state a claim for relief. Gerdau argues that the plaintiffs fail
to identify a collective-bargaining agreement that prevents Gerdau from modifying
retirees’ health insurance. Specifically, Gerdau argues that the 2007
collective-bargaining agreement unambiguously allows Gerdau to raise retirees’
health-insurance premiums. Also, Gerdau argues that the applicable limitation bars
the plaintiffs’ claim.
DISCUSSION
1. A motion to dismiss typically considers only the face of the complaint.
Gerdau’s motion to dismiss relies on documents other than the amended
complaint. Specifically, Gerdau cites the 2000, 2001, and 2003 summary plan
descriptions. Gerdau also cites the 2002 “bankruptcy agreement” (Doc. 79-19),
which allegedly incorporates the 2001 summary plan description.
Because a motion to dismiss, assuming the truth of the allegations of fact, tests
only the sufficiency of the complaint, an order resolving a motion to dismiss typically
considers only the face of the complaint. Day v. Taylor, 400 F.3d 1272, 1275–76 (11th
Cir. 2005). However, if undisputed and central to the plaintiff’s claim, a document
appended to the Rule 12(b)(6) motion might warrant consideration. Day, 400 F.3d
at 1276. “Undisputed” means the parties agree on the document’s authenticity. Day,
400 F.3d at 1276. If a plaintiff’s claim could succeed without a document, the
document is not central to the claim. Cf. Botero v. South Florida Pain & Rehabilitation
Center Corp., Inc., 2012 WL 3614329 at *3 (S.D. Fla. Aug. 21, 2012) (Moreno, J.)
(analyzing the centrality exception and concluding that a document is central if the
document is at the heart of a plaintiff’s claim). A document not central to the
plaintiff’s complaint, even a document that exculpates the defendant, warrants no
consideration in resolving a motion to dismiss.
In a breach-of-contract action, the allegedly breached contract is central to the
plaintiff’s claim. SFM Holdings, Ltd. v. Bank of America Securities, LLC, 600 F.3d 1334,
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1337 (11th Cir. 2010) (citing Maxcess, Inc. v. Lucent Technologies, Inc., 433 F.3d 1337,
1340 n.3 (11th Cir. 2005)). In this action, the 2007 agreement is central to the
plaintiff’s claim. The plaintiffs claim that the 2007 agreement governs Gerdau’s
obligation to provide retirees with health insurance (See Doc. 73 ¶¶ 28, 29, 31, 33),
and neither party disputes the authenticity of the 2007 agreement. This order can
consider the 2007 agreement without converting Gerdau’s motion to dismiss into a
motion for summary judgment.
By contrast, the 2000, 2001, and 2003 summary plan descriptions are not
central to the plaintiff’s claim because the amended complaint states a claim for
relief that could succeed without the 2000, 2001, or 2003 summary plan descriptions.
The complaint contains no allegation that the “Sheffield Plan” includes the 2000,
2001, or 2003 summary plan descriptions. Though Gerdau’s contention — that
the term “Sheffield Plan” in the 2007 agreement means either the 2003 summary
plan description or another document that permits Gerdau to raise retirees’
health-insurance premiums — might ultimately prove correct, the 2000, 2001, and
2003 summary plan descriptions merit no consideration in resolving Gerdau’s
motion to dismiss.
Noting that the complaint “relies” on the 2002 “bankruptcy agreement,”
Gerdau alleges also that the 2002 agreement incorporates the 2001 summary plan
description. However, the 2002 agreement (Doc. 79-19) includes no mention of the
2001 summary plan description, and the plaintiffs dispute Gerdau’s allegation that
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the 2002 agreement incorporates the 2001 summary plan description (See Doc. 83
at 12). Gerdau cannot introduce the 2002 agreement by claiming that the agreement
incorporates the 2001 summary plan description.
2. The complaint states a claim for relief.
The complaint alleges that Gerdau agreed to provide health insurance under
the “Sheffield Plan” after the expiration of the 2007 agreement, that the “Sheffield
Plan” prevents Gerdau from raising health-insurance premiums above the levels
specified in the 2002 agreement, and that Gerdau breached the agreement. These
allegations state a claim for relief.
The plaintiffs allege that the 2007 agreement obligates Gerdau to charge
health-insurance premiums in accord with the 2002 agreement. (Doc. 73 ¶¶ 25, 30)
Specifically, the 2007 agreement states that an eligible retiree “shall remain in the
Sheffield Plan at the terms and conditions, rates, and premiums provided by that
Plan.”1 (Doc. 73 ¶ 28) The plaintiffs allege that the term “Sheffield Plan” describes
a “Pensioners’ and Surviving Spouses’ Health Insurance Agreement” that became
effective in 1981. (Doc. 73 ¶ 29) The plaintiffs allege that the 1981 insurance
agreement prevents Gerdau from raising retirees’ health-insurance premiums:
Any pensioner or individual receiving a Surviving Spouse’s
benefit who shall become covered by the Program established by
this Agreement shall not have such coverage terminated or
1
The name “Sheffield” derives from “Sheffield Steel,” which owned the Sand Springs,
Oklahoma factory before Gerdau bought the factor in 2006. (Doc. 73 ¶ 26)
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reduced (except as provided in the Program) so long as the
individual remains retired from the Company or receives a
Surviving Spouse’s benefit, notwithstanding the expiration of this
Agreement, except as the Company and Union may agree
otherwise.
(Doc. 73 ¶ 18) The plaintiffs allege that this “continuation-of-coverage” provision
remained in effect at all times. (Doc. 73 ¶ 24) In support of that allegation, the
plaintiffs allege that a series of collective-bargaining agreements — in 1983 (Doc. 73
¶ 21), in 1985 (Doc. 73 ¶ 22), in 1988 (Doc. 73 ¶ 23), in 1989 (Doc. 73 ¶ 24), in 1997
(Doc. 73 ¶ 24), in 2000 (Doc. 73 ¶ 24), in 2002 (Doc. 73 ¶ 25), and in 2007 (Doc. 73
¶ 26) — incorporates the continuation-of-coverage provision.
In 2002 Sheffield and the union agreed that Sheffield would raise retirees’
health-insurance premiums. (Doc. 73 ¶ 25) Under the 2002 agreement, a retiree pays
a health-insurance premium that varies depending on the number of people covered
by the health insurance. (Doc. 73 ¶ 25) A retiree with no dependent pays $50 per
month, a retiree with a dependent pays $75 per month, and a retiree with a family
pays $100 per month. (Doc. 73 ¶ 25) The plaintiffs allege that, except for this 2002
agreement, the union never agreed to an increase in health-insurance premiums.
(Doc. 73 ¶ 32)
Gerdau raised retirees’ health-insurance premiums in 2013 (Doc. 73 ¶ 34),
2014, and 2015 (Doc. 73 ¶ 35). The plaintiffs allege that these health-insurance
premiums, which exceed the levels specified in the 2002 agreement, breach the 2007
agreement. (Doc. 73 ¶¶ 36–37)
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Citing M & G Polymers USA, LLC., v. Tackett, 135 S. Ct. 926 (2015), Gerdau
argues that the court cannot “infer from the 2007-2011 [agreement’s] silence about
the duration of [health insurance] . . . that the parties intended [health insurance] to
continue [at a particular cost] for life.” (Doc. 79 at 12) Gerdau’s argument assumes
that the 2007 agreement includes no continuation-of-coverage provision. However, a
Rule 12(b)(6) motion assumes the truth of the plaintiffs’ allegations of fact. As noted
above, the plaintiffs adequately allege that the continuation-of-coverage provision
survived the expiration of the 1981 agreement. The complaint contains no allegation
that requires an inference from silence.
3. No limitation bars the plaintiffs’ claim.
A Rule 12(b)6) motion based on a limitation permits dismissal only if
“apparent from the face of the complaint that the claim is time-barred.” La Grasta v.
First Union Sec. Inc., 358 F.3d 840, 845 (11th Cir. 2004) (internal quotation omitted).
Because the Labor Management Relations Act contains no limitation,
Florida’s five-year limitation for a breach-of-contract claim based on a written
contract applies to this action. See Int’l Union, United Auto., Aerospace and Agric.
Implement Workers of America (UAW), AFL-CIO, v. Hoosier Cardinal Corp., 383 U.S. 696,
704–05 (1966) (holding that the applicable state limitation determines the timeliness
of a claim under Section 301 of the Labor Management Relations Act); Fla. Stat.
§ 95.11(2)(b) (establishing a five-year limitation for an action based upon a written
contract). On the face of the complaint, the plaintiffs’ claim is timely. The plaintiffs
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allege that Gerdau breached the 2007 agreement on January 1, 2014, (Doc. 73 ¶ 35)
and the plaintiffs sued on March 11, 2014. (Doc. 1)
Gerdau argues that the limitation began “as early as 2000,” when Gerdau
published the 2000 summary plan description. (Doc. 79 at 20) Gerdau claims that
the publication of the 2000 summary plan description, which allegedly permits
Gerdau to unilaterally modify health-insurance premiums, repudiated Gerdau’s
obligation not to raise health-insurance premiums. Because an order resolving a
Rule 12(b)(6) motion based on a limitation considers only the face of the complaint,
the 2000 summary plan description merits no consideration in resolving Gerdau’s
motion to dismiss.
Even if this order considers the 2000 summary plan description, the plaintiff’s
claim remains timely. If Gerdau repudiated the contract, the repudiation occurred in
November 2013, when Gerdau announced increases to the retirees’ health-insurance
premiums.2 Also, the plaintiffs could either treat the repudiation as a breach and sue
immediately or sue after the breach. See Franconia Associates v. United States, 536 U.S.
129, 142–43 (2002). Because the plaintiffs chose not to treat Gerdau’s November
2013 announcement as a repudiation, the limitation began January 1, 2014, when
2
The mere reservation of a right to unilaterally modify a contract creates no breach of
contract. Cf. Levinson v. Carnival Corp., 725 So.2d 1160, 1162 (Fla. Dist. Ct. App. 1998) (Goderich, J.)
(stating that a party may not unilaterally modify a contract) (citing Tropicana Pools, Inc. v. Boysen, 296
So.2d 104, 108 (Fla. Dist. Ct. App. 1974) (Boyer, J.)).
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Gerdau raised health-insurance premiums, allegedly in violation of the 2007
agreement. Even under a repudiation theory, the plaintiffs’ claim is timely.
CONCLUSION
The complaint sufficiently alleges that Gerdau agreed to provide healthinsurance at the premium levels specified in the 2002 agreement and that Gerdau
breached the agreement. Because count one states a claim for relief, Gerdau’s
motion (Doc. 79) to dismiss under Rule 12(b)(6) is DENIED.
ORDERED in Tampa, Florida, on September 8, 2016.
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