Taylor et al

Filing 36

ORDER denying re 6 Motion to Remand; denying as moot re 31 Motion to Amend. If Plaintiffs wish to continue this lawsuit, they SHALL FILE a second amended complaint alleging claims under ERISA within THIRTY (30) DAYS of the date of this Order. Once Plaintiffs file their second amended complaint. Defendants will have THIRTY (30) DAYS to answer or otherwise respond. Signed by District Judge J. Randal Hall on 8/29/24. (loh)

IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF GEORGIA
AUGUSTA DIVISION

ROBERT M. TAYLOR, III, et al.,

*
•k
■k

Plaintiffs,

*
■k

V.

*

CV

124-019

k

UNIVERSITY HEALTH SERVICES,
INC. and PIEDMONT HEALTHCARE,
INC.,

*
*
*
*

Defendants.

*

ORDER

Before the Court is Plaintiffs'

For the following reasons.

Plaintiffs'

I.

Plaintiffs
Health Services,

are

former

Inc.

motion to remand.

6. )

motion is DENIED.

BACKGROUND

employees

(^'UHS") .

claims an agreement with UHS

{Doc.

(Doc.

of

Defendant

1-1,

at 5. )

(the "Agreement")

University

Each Plaintiff

that upon reaching

age sixty-five, UHS would furnish them a free Medicare supplemental
insurance

policy

Benefit")

if they:

2005;

had thirty or more years of continuous service; and (3)

(2)

for
(1)

the

rest

of

their

lives

(the

"Alleged

were employed by UHS prior to January 1,

worked until they reached retirement age.^

(Id. at 6-7. )

According

1 The Court refers to the listed criteria as the "Eligibility Criteria" and the
individuals that satisfy those criteria as "Qualifying Individuals."

to Plaintiffs, UHS referred to the Alleged Benefit as a ^'hidden
paycheck," designed to retain employees, and the written documents
describing the Alleged Benefit were provided to each Plaintiff as
part of UHS's retirement benefit booklet.
Plaintiffs

claim

that

in

March

(Id.)

2022

Defendant

Piedmont

Healthcare, Inc. ('"Piedmont") "took over the operations of [UHS]"
and

assumed

certain

obligations,

including

its

contractual

obligation to provide Plaintiffs the Alleged Benefit.
Plaintiffs

brought

suit

because,

although

they

are

(Id. at 6.)
Qualifying

Individuals who meet the Eligibility Criteria under the Agreement
and are thus entitled to the Alleged Benefit, Defendants have not
upheld

their

end

of

the

bargain.

(Id.

at

7-8.)

However,

Plaintiffs' allegations about how Defendants have not honored the
Agreement have changed from the first time Defendants removed this
case to now.

When Defendants first removed. Plaintiffs' original complaint
alleged Defendants were providing Plaintiffs the Alleged Benefit

"voluntarily,"
obligation

not

because

to do so.

(Id.)

they

were

under

any

Plaintiffs alleged

contractual
this created

"uncertainty" about whether Defendants would continue to provide

the Alleged Benefit in the future, so they brought this lawsuit
seeking a declaratory judgment requiring Defendants to "honor the
terms and provisions" of their agreement.

(Id. at 8-9.)

Attached to Plaintiffs' original complaint, however, was a

letter from Piedmont to certain Qualifying Individuals, '^following
up on prior communications about the [Alleged Benefit]."
24.)

In

the

letter.

Piedmont

states

it

continues

(Id. at
to

offer

Qualifying Individuals the Alleged Benefit and does not plan to

change course.

(Id.)

Based on this, the Court held Plaintiffs

had not suffered an injury-in-fact and thus lacked Article III
standing.
I),

No.

Taylor v. Univ. Health Servs., Inc. (hereinafter, Taylor

CV

123-047,

Doc.

36,

at 6 (S.D.

Ga.

Apr.

19,

2023).

Accordingly, the Court remanded the case to the Superior Court of
Richmond County.

Id. at 8.

Upon returning to state court. Defendants filed a motion to

dismiss,

arguing, in

part, that Plaintiffs lacked standing to

pursue their claims there as well.

66.)

However,

in

response

to

(Doc. 1, SI 4; Doc. 1-2, at 48-

Defendants'

motion

Plaintiffs argued they suffered a cognizable injury.
at 71.)

to

dismiss.

(Doc. 1-2,

Specifically, Plaintiffs provided:

The benefits that were agreed to be provided were
Medicare Supplemental Benefits for traditional Medicare
[(the ^^United Healthcare Plan")] and the Defendants,
rather than live up to that obligation, have sought to,
and have told individuals that they had to sign up for
Medicare Advantage Plans [(the ''Aetna Plan")] at a
savings to the Defendants, but a cost to the Plaintiffs
by making them join networks or have a PPO type of
insurance.

(Id.)

In other words. Plaintiffs assert Defendants breached their

Agreement

because

they

"tried

to

avoid

their

contractual

obligations by converting these individuals to a product that is
not as good as what [UHS] agreed to provide for them."
75.)2

(Id. at

Based on the New Allegation, Defendants removed again on

February 16, 2024.

(Doc. 1.)

Plaintiffs filed a motion to remand

on February 29, 2024, which Defendants oppose.

(Docs. 6, 13.)

Given the Court's holding in Taylor I, the Court held a status
conference on May 16, 2024 to determine whether Plaintiffs had
standing.

(Docs.

29,

30.)

Based

on

Plaintiffs'

counsel's

representations, the Court concluded at least one Plaintiff has

Article III standing and took Plaintiffs' motion to remand under

advisement.

(Doc. 30, at 6-7, 10; Doc. 1-1, at 9 (seeking only

declaratory relief)); Town of Chester v. Laroe Ests., Inc., 581
U.S. 433, 434 (2017) (''[W]hen there are multiple plaintiffs[, a]t
least one plaintiff must have standing to seek each form of relief
requested in the complaint.").
Furthermore, at the status conference. Plaintiffs' counsel

orally

moved

plaintiffs.

for

leave

to

amend

(Doc. 30, at 10-11.)

to

join

additional

party

The Court granted the motion

and ordered Plaintiffs' counsel to file an amended complaint within
forty-five days.

(Id. at 11.)

complaint on June 18, 2024.

Plaintiffs timely filed an amended

(Doc. 32.)^

2 The Court refers to this claim as the "New Allegation."
3 Plaintiffs also filed a motion to amend contemporaneously with their amended
complaint, wherein they seek to add forty-one additional party plaintiffs.
(Doc. 31.)
conference,

Because Plaintiffs made the same motion orally at the status
which the Court granted, and then timely filed their amended

II. LEGAL STANDARD

^^Federal courts are courts of limited jurisdiction.

They

possess only that power authorized by Constitution and statute,
which is not to be expanded by judicial decree."

Kokkonen v.

Guardian Life Ins. Co. of Am., 511 U.S. 375, 377 (1994) (citations

omitted).
state

Accordingly, a defendant may only remove an action from

court

if

the

federal

court

jurisdiction over the subject matter.
Federal

district

courts

have

would

possess

original

28 U.S.C. § 1441(a).

jurisdiction

over

all

civil

actions: (1) "arising under the Constitution, laws, or treaties of
the

United

States";

and

(2) "where

the

matter

in

controversy

exceeds the sum or value of $75,000, exclusive of interest and
costs, and is between citizens of different States."

1331, 1332.

28 U.S.C. §§

On a motion to remand, the removing party bears the

burden of establishing federal jurisdiction.

Williams v. Best Buy

Co., 269 F.3d 1316, 1319 (11th Cir. 2001).

Removal jurisdiction

is construed narrowly with all doubts resolved in favor of remand.

Mann v. Unum Life Ins. Co. of Am., 505 F. App'x 854, 856 (11th
Cir. 2013).

In evaluating a motion to remand, the Court makes its

"determinations based on the plaintiff's pleadings at the time of
removal; but the court may consider affidavits and deposition

complaint pursuant to the Court's instructions, Plaintiffs' motion to amend
(Doc. 31) is DENIED AS MOOT. (Doc. 30, at 10-12; Doc. 32.)

transcripts submitted by the parties."

Crowe v. Coleman, 113 F.3d

1536, 1538 (11th Cir. 1997) (citation omitted).

III. DISCUSSION

Plaintiffs move the Court to remand this case for two reasons:

(1) Defendants' second removal was untimely; and (2) the Court
lacks subject-matter jurisdiction over their claim.

(Doc. 6.)

The Court addresses each argument in turn.
A. Timeliness of Removal

Plaintiffs argue the Court should remand the case because
Defendants' removal was untimely.

(Doc. 6,

2-3; Doc. 18, at 4; Doc. 25, at 1-3.)

8-11; Doc. 6-1, at

Plaintiffs contend: (1) the

January 24, 2024 affidavit of Plaintiff Robert M. Taylor, III (the
""Taylor Affidavit") cannot provide a basis for removal because it

is not a pleading; and (2) the Taylor Affidavit is not ""other
paper" that can be used to show changed circumstances under 28
U.S.C. § 1446(b)(3) because the New Allegation it describes has

been a part of this case all along, so Defendants cannot rely on
it to support removal now since they did not do so the first time.^
(Doc. 6, ^ 8; Doc. 6-1, at 2-3.)

Defendants argue: (1) the fact

Defendants interpret Plaintiffs' motion to remand to argue "Defendants have

no basis for this second removal because they rely exclusively on the .
Taylor Affidavit."

(Doc. 13, at 5.)

To the extent Plaintiffs make such an

argument, it is clearly baseless because Defendants do not rely solely on the
Taylor Affidavit; they also rely on statements Plaintiffs included in their
brief in opposition to Defendants' motion to dismiss in the state court. (See
Doc. 1, 2 5.)

the Taylor Affidavit is not a pleading is inapposite; and (2) the
New Allegation did not appear until after the Court remanded the
case to state court, so the Taylor Affidavit and Plaintiffs' brief
in opposition to Defendants' motion to dismiss in state court can
demonstrate

changed

circumstances

(Doc. 13, at 5-10.)

under

the

removal

statute.

The Court agrees with Defendants on both

counts and finds their second removal proper and timely.
28 U.S.C. § 1446 provides as follows:
Except [as governed by a subsection not applicable in
this case], if the case stated by the initial pleading
is not removable, a notice of removal may be filed within
thirty days after receipt by the defendant, through
service or otherwise, of a copy of an amended pleading,
motion, order or other paper from which it may first be
ascertained that the case is one which is or has become
removable.

28 U.S.C. § 1446(b)(3).

Plaintiffs first argument — the Taylor

Affidavit cannot support removal because it is not a pleading — is
foreclosed by § 1446's text, as it plainly contemplates removal

being supported by a ""motion, order, or other paper" as well as
""an amended pleading."

Id.

Moreover, courts within this Circuit

have found removal proper when supported by many different types
of documents. See, e.g., Bramlett v. YRC, Inc., No. 1:16-CV-3870,

2016

WL

9330340,

at

*2

(N.D.

Ga.

Dec.

7,

2016)

(finding

a

settlement demand supported a second removal); Sibilia v. Makita

Corp., 782 F. Supp. 2d 1329, 1331 (M.D. Fla. 2010) (holding the
plaintiff s

amended

responses

to

requests

for

admission

constituted ^^other paper" supporting a second removal); Sudduth v.
Equitable Life Assurance Soc^ y. No. 07-0436, 2007 WL 2460758, at

*4 (S.D. Ala. Aug. 27, 2007) (concluding a deposition constituted
"'other paper" supporting a second removal).

Thus, the fact the

Taylor Affidavit is not a pleading is not dispositive of whether
it can be used to support Defendants' second removal.
Plaintiffs also argue Defendants' second removal was untimely
because neither the Taylor Affidavit nor Plaintiffs' response to

Defendants' motion to dismiss is "other paper" that can be used to
show changed circumstances under 28 U.S.C. § 1446(b)(3), since the

New Allegation has been a part of this case all along.

SI 8.)
of

(Doc. 6,

Plaintiffs argue: (1) the New Allegation appeared in another

Plaintiff

Defendants

lawsuit.

Taylor's

knew

what

affidavits

the

facts

filed

were

when

in

Taylor

Plaintiffs

I;

and

filed

(2)
this

(Doc. 6, SI 10; Doc. 6-1, at 1-2; Doc. 18, at 1-4; Doc.

25, at 2-7.)

Defendants counter that (1) the record in Taylor I

was devoid of any papers asserting the New Allegation; (2) even if
there

were

papers in

the

Taylor

I

record

mentioning the

New

Allegation, Defendants could not ascertain as much until the Taylor
Affidavit

and

Plaintiffs'

response

to

Defendants'

motion

to

dismiss were filed; and (3) whether Defendants knew of the facts

underlying this case from "dealings and materials outside the

pleadings that pre-date the [c]omplaint" is irrelevant because

removal is based on papers filed with the Court.

(Doc. 13, at 7-

10; Doc. 21, at 3-8; Doc. 28, at 1-2.)

Ordinarily,

a

defendant

has

thirty

days

after

receiving,

''through service or otherwise, . . . a copy of the initial pleading
setting forth

the

claim for

relief

upon

which

such

action

or

proceeding is based" to remove the action from state to federal
court.

28 U.S.C. § 1446(b)(1).

However, "if the case stated by

the initial pleading is not removable," a defendant may remove

within thirty days after receiving "a copy of an amended pleading,
motion, order or other paper from which it may first be ascertained
that

the

case

§ 1446(b)(3).

is

In

§ 1446(b), "the

one

which

is

determining

court

or

the

considers

has

become

propriety

the

removable."

of

document

removal

received

Id.

under

by the

defendant from the plaintiff — be it the initial complaint or a
later received paper — and determines whether that document and

the

notice

of

removal

unambiguously

establish

federal

jurisdiction." Lowery v. Ala. Power Co., 483 F.3d 1184, 1213 (11th
Cir. 2007).

The record in Taylor I does not support Plaintiffs' argument
that the New Allegation existed and was part of the case at the
time of Defendants' first removal.

4; Doc. 25, at 2-7.)

(Doc. 6, SI 10; Doc. 18, at 1-

The Court considered the pleadings and all

other relevant papers before issuing its decision in Taylor I.

See No. CV 123-047, Doc. 36.

In these documents. Plaintiffs only

claimed their purported injury was the uncertainty surrounding

whether they would continue to be provided free lifetime Medicare
benefits,

which

voluntarily

resulted

providing

from

those

Defendants'

benefits,

position

rather

their alleged contractual obligation to do so.
123-047, Doc. 36, at 6.

than

they

were

recognizing

Taylor I, No. CV

Put differently, the papers filed with

the Court in Taylor I did not indicate Defendants breached their

alleged

contract

Plaintiffs
breach.

brought

Id.

with

Plaintiffs;

rather,

the lawsuit attempting to

they
prevent

indicated
a

future

As the Court explained, this did not constitute an

injury-in-fact sufficient to confer Article III standing because

it ^^show[s] only ^there is at most a ^^perhaps" or ^^maybe" chance'
Defendants will not provide the Alleged Benefit at some point in
the future."

Id. (alteration adopted) (quoting Bowen v. First

Fam. Fin. Servs., Inc., 233 F.3d 1331, 1340 (11th Cir. 2000)).

Two documents Plaintiffs filed in Taylor I mentioned there

were two different types of benefits at issue.

In Plaintiffs'

"Second Supplemental Brief in Opposition to Defendants' Motion to

Dismiss," they stated other documents they filed with the Court
"set forth the number of individuals who are still covered by the
[United Healthcare Plan], as well as the number of individuals who

were persuaded to utilize [the Aetna Plan], with substantial saving

to [UHS] and to the detriment [of] [Qualifying Individuals]."
Taylor I, No. CV 123-047, Doc. 29, at 2.

10

Moreover, in Plaintiff

Taylor's June 21, 2023 affidavit, he averred UHS ^'sent a letter to

the [Qualifying Individuals] who were eligible for [the United
Healthcare Plan] encouraging them to sign up for [the Aetna Plan],
which was not in the [Qualifying Individuals]' best interests."
Taylor I, No. CV 123-047, Doc. 30, at 3.

However, Plaintiffs never

stated the conduct constituted a breach of contract.

1-1, 8, 9, 10, 11, 20, 21, 22, 29, 30.

See id. Docs.

Therefore, the Court finds

the New Allegation was not a part of the case when Defendants first
removed.

Even if the New Allegation was somehow part of the case when
Defendants first removed. Defendants still would not be precluded
from

removing

ascertainable.

again

because

the

New

Allegation

was

not

The removal statute allows a defendant to remove

a case that was not initially removable when the defendant receives

^^a copy of an amended pleading, motion, order or other paper from,
which it may first be ascertained that the case is one which is or

has become removable."

28 U.S.C. § 1446(b)(3) (emphasis added).

To the extent the statements discussed above could be interpreted
as

asserting

the

unambiguously.

document

on

New

See

which

Allegation,

Lowery,

removal

federal jurisdiction").

483

is

the

F.3d

based

assertion

at

1213

was

not

(requiring

^^unambiguously

done

the

establish

As a result. Defendants' second removal

is not untimely or improper even if the New Allegation was present
in Taylor I.

11

Plaintiffs'

contention

that

Defendants'

second

removal

is

untimely because they knew the facts underlying the New Allegation
before Plaintiffs filed this lawsuit is also unavailing.
1, at 1-2; Doc. 18, at 1-4; Doc. 25, at 2-7.)

(Doc. 6-

While the Eleventh

Circuit has not yet addressed the issue, "[a]11 courts of appeals
that have addressed whether a court may consider a defendant's
pre-litigation knowledge . . . to decide the triggering of the 30day removal period have held no."

Clark v. Unum Life Ins. Co. of

Am., 95 F. Supp. 3d 1335, 1354 (M.D. Fla. 2015) (collecting cases).
Those courts, as well as other district courts within this Circuit,

have adopted a bright-line rule: "a court may look only at the

pleading or any post-litigation ^other paper' from the plaintiff

to decide the triggering of the 30-day removal period."

Id.

(emphasis added) (citation omitted); see also Sullivan v. Nat'l
Gen. Ins. Online, Inc., No. 3:17-CV-1387, 2018 WL 3650115, at *6-

8 (M.D. Fla. Apr. 17, 2018); Owoc v. LoanCare, LLC, 524 F. Supp.
3d 1295, 1300-01 (S.D. Fla. 2021) (citations omitted).

As one

court within this Circuit explained:
The

bright-line

rule

[§ 1446](b)(3) . . . .

is

based

on

the

language

of

''^It is axiomatic that a case

cannot be removed before its inception.
If the . . .
paragraph . . . were meant to include as ^other paper'
a document received by the defendant months before
receipt of the initial pleading, the requirement that
the notice of removal ^be filed within thirty days after

receipt by the defendant' of the ^other paper' would be
nonsensical."

12

The bright-line rule is also based on a desire to promote

judicial efficiency through avoidance of mini trials
about

what

defendants

had

known

or

should

have

known

based on facts [they] possessed when [they] received the
pleading or other paper and premature removals by riskaverse defendants fearing accidental closure of the 30day removal period.
Sullivan, 2018 WL 3650115, at *7 (emphasis in original) (citations
omitted).

For these reasons. Defendants' second removal is not untimely

merely because they knew or should have known the facts underlying

the New Allegation before the initiation of litigation.
especially so where, as here.

Plaintiffs'

This is

pleadings and other

papers are ambiguous as to whether their claims for relief relied
on such facts.
a

desire

plaintiffs

to
in

See id. (^'The bright-line rule is further based on
Miscourage
their

evasive

pleadings

or

and

ambiguous

other

statements

litigation

by

papers.'"

(alterations adopted) (citation omitted)).
In

sum,

the

Court

found

in

Taylor

I

Plaintiffs

had

not

suffered an injury-in-fact because they brought suit due to the
mere uncertainty caused by Defendants' position that the Alleged
Benefit was being provided voluntarily and not because Defendants
were contractually obligated to provide it.

36, at 6-8.

However, the New

Allegation

No. CV 123-047, Doc.

indicates Plaintiffs

suffered an injury-in-fact when Defendants breached the Agreement
by forcing

Plaintiffs

into the

Aetna

Plan

to

obtain

the

free

lifetime Medicare benefit, rather than allowing them to choose the
13

United Healthcare Plan.

above,

the

New

(Doc. 1-2, at 75, 223, 225.)

Allegation

Plaintiffs' response to

appeared

for

the

As explained

first

time

when

Defendants' motion to dismiss and the

Taylor Affidavit were filed on January 26, 2024.

(Id. at 68, 221.)

Defendants removed this case on February 16, 2024.

(Doc. 1.)

As

a result. Defendants' second removal was timely.

See 28 U.S.C.

§ 1446(b)(3).

B. Subject-Matter Jurisdiction

In removing this case. Defendants invoked the Court's federal
question jurisdiction under 28 U.S.C § 1331, arguing Plaintiffs'
claim is preempted by the Employee Retirement Income Security Act
of 1974 (^^ERISA"), 29 U.S.C. § 1001 et seg.

(Doc. 1, at 1.)

Plaintiffs move to remand, contending ERISA does not apply, and,
even if it does, several exceptions apply.

(Doc. 6, at SISI 3-5,

13-17; Doc. 6-1, at 3-7; Doc. 18, at 5-13; Doc. 25, at 1-10.)

''Federal question jurisdiction generally exists only when the

plaintiffs'
law."

(11th

well-pleaded

complaint

presents

issues

of

federal

Ehlen Floor Covering, Inc. v. Lamb, 660 F.3d 1283, 1287

Cir.

2011)

(citation

omitted).

Because

preemption

is

ordinarily a defense to a state claim, "it does not appear on the
face

of

authorize

a

well-pleaded

removal

to

complaint,

federal

court."

and,

therefore,

Metro.

Life

Taylor, 481 U.S. 58, 63 (1987) (citation omitted).

does

Ins.

Co.

not
v.

However, an

exception exists for situations "[w]hen a federal statute wholly
14

displaces [a] state-law

emption."

cause

of action

through

complete

pre

Aetna Health Inc. v. Davila, 542 U.S. 200, 207 (2004)

(citation omitted).

''This is so because when the federal statute

completely pre-empts the state-law cause of action, a claim which

comes within the scope of that cause of action, even if pleaded in
terms of state law, is in reality based on federal law."

207-08

(alteration

adopted)

(citation

and

internal

Id. at

quotation

omitted).

ERISA is an example of complete preemption.

Id. at 208.

The

preemptive force of ERISA is "so powerful as to displace entirely

any state cause of action" for violation of contracts between an
employee

and

employer

regarding

certain

benefits.

Beneficial

Nat^l Bank v. Anderson, 539 U.S. 1, 7 (2003) (citation omitted).

Thus, "[r]egardless of its characterization as a state law matter,
a claim will be re-characterized as federal in nature if it seeks

relief under ERISA."

Lamb, 660 F.3d at 1287 (citation omitted).

The Court applies the two-part test set forth in Davila to

determine
ERISA.

whether

Plaintiffs'

state-law

claim

is

preempted

by

Conn. State Dental Ass'n v. Anthem Health Plans, Inc., 591

F.3d 1337, 1345 (11th Cir. 2009).

Accordingly, Plaintiffs' breach

of contract claim will be preempted by ERISA if: (1) at some point,
they could have brought their claim under ERISA's civil enforcement

provision, 29 U.S.C. § 1132(a)(1)(B); and (2) no other independent

15

legal duty supports their claim.

Id. (citing Davila, 542 U.S. at

210).

1. Whether Plaintiffs Could Have Brought Their Claim Under
ERISA

Turning to the first prong of the Davila test, the Court must
determine whether Plaintiffs could have brought their claim under
ERISA's civil enforcement provision.

See Anthem Health Plans, 591

F.3d at 1345 (citing Davila, 542 U.S. at 210).

This prong is

satisfied if: (1) Plaintiffs' claim falls within ERISA's scope;

and (2) Plaintiffs have standing to sue under ERISA.

Id. at 1350

(citing Davila, 542 U.S. at 211-12; Marin Gen. Hosp. v. Modesto &
Empire Traction Co., 581 F.3d 941, 947-49 (9th Cir. 2009)).
a.

Whether Plaintiffs'' Claim Falls Under ERISA

Participants or beneficiaries may bring an action to recover
benefits due under an ERISA plan, enforce their rights, or clarify
their right to future benefits.

29 U.S.C. § 1132(a)(1)(B).

For

purposes of ERISA, an ''employee benefit plan" or "plan" means an
"employee

welfare

benefit

plan[,]

plan[,] or a plan which is both."
At

issue

here

is

whether

an

employee

pension

benefit

29 U.S.C. § 1002(3).
the

Agreement

constitutes

an

"employee welfare benefit plan," not an "employee pension benefit

plan." (S^ Doc. 13, at 11; Doc. 18, at 6-7); 29 U.S.C. § 1002(3).
An "employee welfare benefit plan" is: (1) any plan, fund, or
program; (2) established or maintained; (3) by an employer; (4)

16

for the purpose of providing benefits; (5) to participants or their
beneficiaries.

Donovan v. Dillinqham, 688 F.2d 1367, 1370 (11th

Cir. 1982) (citing 29 U.S.C. § 1002(1)).
is

an

^^employee

welfare

benefit

But even if the Agreement

plan,"

it

still

may

preempted by ERISA if it falls under certain exemptions.

not

be

See Dist.

of Columbia v. Greater Wash. Ed. of Trade, 506 U.S. 125, 127 (1992)

(^^Subject to certain exemptions, ERISA applies generally to all
employee

benefit

plans

sponsored

by

an

employer

or

employee

organization." (citing 29 U.S.C. § 1003(a))).
Defendants argue the Agreement meets the definition of an

^'employee welfare benefit plan" such that Plaintiffs' breach of
contract claim falls within ERISA's scope.
Plaintiffs disagree.
10-11.)

But

even

(Doc. 13, at 13.)

(Doc. 6, ^ 4; Doc. 6-1, at 3-4; Doc. 18, at
if

the

Agreement

constitutes

such

a

plan.

Plaintiffs argue their claims are still not preempted by ERISA
because the Agreement is subject to several exemptions.

(Doc. 6,

SISI 3-5, 13-17; Doc. 6-1, at 3-5; Doc. 18, at 5-12; Doc. 25, at 7-

10.)
the

The Court first considers whether the Agreement satisfies
Donovan test and

thereby constitutes an

^^employee

welfare

benefit plan" before addressing whether an exemption applies.
i. Whether the Agreement Constitutes an Employee
Welfare Benefit Plan

The Agreement satisfies the first prong of the Donovan test.

See 688 F.2d at 1371 (citing 29 U.S.C. § 1002(1)).
17

The Agreement

will be deemed a ^'plan, fund, or program" ''if from the surrounding
circumstances

a

reasonable

person

can

ascertain

the

intended

benefits, a class of beneficiaries, the source of financing, and
procedures for receiving benefits."

Id. at 1373.

Plaintiffs allege they each entered a written agreement with
UHS that, when they turned sixty-five, UHS would provide them a

free Medicare supplement insurance policy for the rest of their
lives, so long as they met the following three criteria: (1) they
were employed by UHS before January 1, 2005; (2) they had at least

thirty years of continuous service; and (3) they worked until they
reached

retirement

age.

(Doc.

1-1,

at

6-7.)

Moreover,

the

documents Plaintiffs contend create the written agreement between
them

and

Defendants

establish

Defendants

were

to

provide

Qualifying Individuals the requisite election paperwork to enroll

in the program, then Defendants would pay the premium for the
Alleged Benefit directly to the relevant insurance companies.

(Id.

at 11-17.)

Based on the foregoing, the Court finds a reasonable

person

ascertain:

can

benefits

for

(1)

Qualifying

the

intended

Individuals

in

benefits

the

form

are

of

medical

Medicare

supplement policies; (2) the class of beneficiaries is Qualifying

Individuals who meet the Eligibility Criteria; (3) the source of
financing is Defendants' general assets, since Defendants

were

paying premiums directly to the relevant insurance companies; and
(4) the procedure for receiving the benefits required Defendants
18

to

provide

paperwork

Qualifying

to

Individuals

enroll in

the

with

program

the

and,

requisite

after

they

election
enrolled,

Defendants would pay the premium directly to the relevant insurance
companies.

See Donovan, 688 F.2d at 1373.

Plaintiffs

argue

program" because:

the

(1)

to

Agreement

their

is

not

knowledge.

a ''plan,

fund,

Defendants

did

or

not

include the Alleged Benefit in the DL 5500 forms^ they filed; and
(2) Defendants are paying for the Alleged Benefit out of their
general assets rather than setting aside a separate fund.
6, 1 4;

Doc. 6-1, at 3-4; Doc. 18, at 10-11.)

Defendants

argue

Plaintiffs'

first

argument

In
is

{Doc.

response.
factually

incorrect, and, regardless, neither argument is dispositive of
whether the Agreement is an ERISA plan.

(Doc. 13, at 13 n.4, 19

n.9; Doc. 21, at 9 n.3, 12-14.)

As

for

Plaintiffs'

first

argument,

the

record

indicates

Defendants did report the Alleged Benefit on their DL 5500 forms.
(Doc.

14,

SI

17;

Doc.

14-1.)

As

for

their

second

argument.

Plaintiffs correctly state an employer using its general assets to
fund a purported ERISA plan is a factor weighing against finding

the arrangement is an ERISA plan.

(Doc. 6, SI 4 (citing Stern v.

Int'l Bus. Machines Corp., 326 F.3d 1367, 1372-73 (11th Cir. 2003))

^ DL 5500 forms are disclosure documents for participants and beneficiaries of
employee benefit plans that employers file to satisfy ERISA's annual reporting
requirements.

See

Form

5500

Series,

U.S.

Dep't

of

Lab.,

https://www.dol.gov/agencies/ebsa/employers-and-advisers/plan-administrationand-compliance/reporting-and-filing/form-5500 (last visited Aug. 15, 2024).
19

(additional

citations

omitted);

Doc.

6-1,

at

omitted); Doc. 18, at 11 (citations omitted).)

alone is not dispositive.
1544

(11th

Cir.

1991)

4

(citations

But this factor

See Williams v. Wright, 927 F.2d 1540,

(^'[T]he

payment

of

benefits

out

of

an

employer's general assets does not affect the threshold question
of ERISA coverage" (citation omitted)).
forth

above,

Agreement

is

all other factors
an

ERISA

plan

weigh

because

And, for the reasons set
in favor
a

of finding

reasonable

person

the
can

ascertain (1) the intended benefits, (2) the class of intended

beneficiaries, (3) the source of financing, and (4) the procedures

for receiving benefits.

See Donovan, 688 F.2d at 1373.

Thus,

Plaintiffs' arguments are unpersuasive, and the Court finds the
Agreement is a ""plan, fund, or program."

See id. at 1371 (citation

omitted).

The evidence also shows the Agreement was ''established or

maintained" by an employer.

See id. (citation omitted).

"A plan

is 'established' when there has been some degree of implementation
by the employer going beyond a mere intent to confer a benefit."
Butero v. Royal Maccabees Life Ins. Co., 174 F.3d 1207, 1214 (11th

Cir. 1999) (citations omitted).
when

the

payment

of

benefits

Moreover, a plan is "maintained"
or

the

associated with the plan are continued.

administrative

Anderson v. UNUM Provident

Corp., 369 F.3d 1257, 1265 (11th Cir. 2004).

dispute whether

While Plaintiffs now

Defendants are providing the
20

functions

type of Medicare

supplement policy they initially agreed to provide. Plaintiffs do

not

dispute

that

Defendants

generally

are

providing

Medicare

supplement policies to at least some Qualifying Individuals.

(See

Doc. 1-1, at 8; Doc. 1-2, at 71, 73, 75.)

also

The evidence

demonstrates Defendants continue to offer the Medicare supplement

policies for at least some Qualifying Individuals.
24

(^^Piedmont

changes

are

continues

to

offer

planned at this

these

health

time.").)

And

(Doc. 1-1, at

benefits

Plaintiffs

and

do

no

not

dispute that Defendants — initially UHS, but now Piedmont — are
the employers allegedly responsible for providing the
supplement

policies

for

Qualifying

Individuals.

Medicare

(Id.

at

6.)

Therefore, the Court finds the Agreement was not only established

but also maintained by Plaintiffs' employers, UHS and Piedmont.
See Donovan, 688 F.2d at 1371 (citation omitted).

The Court also finds the Agreement was created for the purpose
of

providing

beneficiaries.

benefits

to

eligible

participants

See id. (citation omitted).

or

their

As discussed above,

the benefits provided under the Agreement are medical benefits in
the form of Medicare supplement policies.

19.)

(Doc. 1-1, at 6, 11-

These benefits were available for Qualifying Individuals.

(Id. at 6-7.)

As each of the Donovan elements has been satisfied,

the Court finds the Agreement is an ^^employee welfare benefit plan"
and, therefore, falls within ERISA's scope.
(citation

omitted);

Anthem

Health

21

Plans,

See 688 F.2d at 1371
591

F.3d

at

1350

(citations omitted).

The Court now turns to whether an exemption

applies.
ii. Whether an Exemption Applies
In Plaintiffs' view, even if the Agreement would otherwise be
an ^^employee welfare benefit plan," it is exempt from ERISA as:
(1) a ^'payroll practice"; (2) an ^'excess benefit plan"; or (3) a
''governmental plan."

(Doc. 6, SISI 3-5, 13-17; Doc. 6-1, at 3-5;

Doc. 18, at 5-12; Doc. 25, at 7-10.)

The Court addresses each

argument in turn.
I. "Payroll Practice" Exemption

Plaintiffs first argue the Agreement is exempt from ERISA
because, rather than providing medical benefits, it provides a
form of deferred wages.

(Doc. 6, 1 13; Doc. 6-1, at 3; Doc. 18,

at 5-11; Doc. 25, at 1, 4, 7-9.)

Plaintiffs contend their right

to the Alleged Benefit vested if they met the Eligibility Criteria.

(Doc. 25, at 1.)

However, "[t]he 'hidden paycheck' was not due to

be paid until a Plaintiff reached the age of 65 years.

At that

time, the wage was payable by furnishing to that Plaintiff a free
life-time

Medicare

coverage . . . ."

supplement

policy

(Id. at 1-2.)

for

traditional

Medicare

According to Plaintiffs, this

constitutes an ERISA-exempt "payroll practice" under 29 C.F.R.

§ 2510.3-l(b).

(Id. at 1-2, 7-9.)

Defendants disagree, arguing

the "payroll practice" exemption does not apply because (1) the
Alleged Benefit is not "wages"; and (2) the plain language of 29
22

C.F.R. § 2510.3-1(b) demonstrates it is inapplicable.

(Doc. 13,

at 14-20; Doc. 21, at 8-11, 12-14; Doc. 28, at 2-3.)

The Court finds the ""payroll practice" exemption inapplicable

here.

First, the Alleged Benefit is not ""wages."®

Plaintiffs cite

to Georgia law and the 1957 version of Black's Law Dictionary in
support of their argument that the Alleged Benefit is deferred
wages.

(Doc. 18, at 5-6; Doc. 25, at 3-4.)

But Plaintiffs cite

no authority indicating state law is applicable.
25.)

(See Docs. 18,

Defendants urge the Court to consider the provisions of the

Internal Revenue Code (""IRC").

As

the

Eleventh

(Doc. 13, at 14-15.)

Circuit

has

recognized,

sections have parallel provisions in the [IRC]."

""[m]any

ERISA

Lyons v. Ga.-

Pac. Corp. Salaried Emps. Ret. Plan, 221 F.3d 1235, 1243 (11th

Cir. 2000).

Furthermore, the Internal Revenue Service (""IRS"),

the federal agency responsible for enforcing the IRC, is also one

of the agencies responsible for enforcing ERISA.

La Mura v. United

States, 765 F.2d 974, 979 n.6 (11th Cir. 1985) (citing 26 U.S.C.
§ 7801(a); Donaldson v. United States, 400 U.S. 517, 534 (1971));
Lyons, 221 F.3d at 1245 (citation omitted).

For these reasons,

the Court finds the IRC s provisions and the IRS's regulations
more persuasive in this context.

® To the extent Plaintiffs intended to assert a standalone argument that the
Alleged Benefit is not an "employee welfare benefit plan" because they are
wages, that argument fails for the same reasons discussed herein.
23

The IRC defines ^^gross income" as ^^all income from whatever

source derived, including . . . [c]ompensation for services."
U.S.C. § 61(a)(1).

26

The IRS provides wages are included in ''gross

income" "unless excluded by law."

26 C.F.R. § 1.61-2(a)(1).

The

Agreement provides Qualifying Individuals with medical benefits in
the form of a Medicare supplemental insurance policy.
at 6-7.)

(Doc. 1-1,

However, as Defendants point out, such benefits are

excluded from "gross income" under 26 U.S.C. § 105(b).
at 14-15 (citation omitted).)

(Doc. 13,

Because "wages" are included in

"gross income" while medical benefits like those provided in the

Agreement are not, the Court finds the Alleged Benefit is not
"wages."

Plaintiffs insist the Alleged Benefit is similar to the lumpsum payment at issue in Fort Halifax Packers Co. v. Coyne, 482
U.S. 1 (1987).
There,

the

(Doc. 6-1, at 3.)

Supreme

Court

But Coyne is distinguishable.

addressed

"whether

a

Maine

statute

requiring employers to provide a one-time severance payment to
employees in the event of a plant closing" was preempted by ERISA.
Coyne, 482 U.S. at 3-4 (citations omitted).
held

the

Maine

statute

was

not

preempted

by

The Supreme Court
ERISA

because

it

"neither establishe[d], nor require[d] an employer to maintain, an
employee benefit plan,''

Id. at 12 (emphasis in original).

The

Supreme Court reasoned "[t]he requirement of a one-time, lump-sum

payment triggered by a single event requires no administrative
24

scheme whatsoever to meet the employer's obligation."

Id.

Coyne

is therefore distinguishable from the present case because if a

Qualifying
Defendants

Individual

is

eligible

will pay the Qualifying

for

the

Alleged

Individual's premiums every

year for the rest of the Qualifying Individual's life.

1, at 6-7.)

Benefit,

(Doc. 1-

The Court finds an ongoing administrative scheme,"^

which was not present in Coyne.

As a result, the present matter

is not controlled by Coyne.
Second, the '"payroll practice" exemption, by its terms, does
not apply here.
Secretary

of

The "payroll practice" exemption comes from a

Labor

regulation

"that

excludes

practices' from the application of ERISA."

certain

'payroll

Stern v. Int'l Bus.

Machs. Corp., 326 F.Sd 1367, 1370 (11th Cir. 2003).

The regulation

provides "employee welfare benefit plan" does not include:
(1) Payment by an employer of compensation on account of
work performed by an employee, including compensation at
a rate in excess of the normal rate of compensation on
account of performance of duties under other than
ordinary circumstances, such as —
(i) Overtime pay,
(ii) Shift premiums,
(iii) Holiday premiums,
(iv) Weekend premiums;
(2) Payment of an employee's normal compensation, out of
the employer's general assets, on account of periods of
time during which the employee is physically or mentally
unable to perform his or her duties, or is otherwise
absent for medical reasons (such as pregnancy, a
physical examination or psychiatric treatment); and

'' Plaintiffs seem to argue an administrative scheme is not ''ongoing" if it does
not require day-to-day administration.

(Doc. 6, 53 5, 14.)

But Plaintiffs

cite no authority for this proposition, and the Court is not aware of any.
25

(3) Payment of compensation, out of the employer's
general assets, on account of periods of time during
which the employee, although physically and mentally
able to perform his or her duties and not absent for
medical
reasons
(such
as
pregnancy,
a
physical
examination or psychiatric treatment) performs no duties

29 C.F.R. § 2510.3-l(b)(l)-(3).

Plaintiffs do not specify which of the ""payroll practice"
exemptions applies, but the regulation's plain text indicates none
of

them

do.

""compensation."

First,
Id.

each

provision

targets

payment

of

However, as explained above, the Alleged

Benefit does not constitute ""wages," and Plaintiffs do not argue

the Alleged Benefit constitutes another form of ""compensation."
(See Docs. 6, 6-1, 18, 25.)

As mentioned previously. Plaintiffs

take issue with Defendants paying the Alleged Benefit out of their
general assets.
Subsections

(Doc. 6, SI 4; Doc. 6-1, at 4; Doc. 18, at 10-11.)

(b)(2)

and

(3)

specifically

mention

compensation out of an employer's general assets.
2510.3-1(b)(2)-(3).

payment

of

29 C.F.R. §§

Yet, Plaintiffs do not allege they were not

performing their duties for any reason.
29 C.F.R. § 2510.3-1(b)(2)-(3).

(See Doc. 1-1, at 5-9);

Thus, for this additional reason,

none of the provisions of the ""payroll practice" exemption apply.
II. ""Excess Benefit: Plan" Exemp-bion

Next, Plaintiffs argue the Agreement is exempt from ERISA as
an ""excess benefit plan."

(Doc. 6, SI 17.)

Defendants contend

this exemption does not apply because it only applies to retirement
26

plans, and the Agreement is not such a plan.
The Court agrees.

(Doc. 13, at 25-26.)

An "excess benefit plan" is "a plan maintained

by an employer solely for the purpose of providing benefits for
certain employees in excess of the limitations on contributions
and benefits imposed by [26 U.S.C. § 415]."

29 U.S.C. § 1002(36).

Plaintiffs do not allege the Agreement exists "solely for the
purpose of" providing benefits in excess of the limitations imposed
by 26 U.S.C. § 415.

(See Doc. 1-1, at 5-9.)

In fact. Plaintiffs

never suggest the Agreement is related to or implicates 26 U.S.C.
§ 415 at all.

(See id.; see also Docs. 6, 6-1, 18, 25.)

As a

result, the "excess benefit plan" exemption does not apply here.
Ill. "Governmental Plan" Exemption

Lastly, Plaintiffs argue the Agreement is exempt from ERISA
as a "governmental plan."

(Doc. 6,

15-16; Doc. 6-1, at 5; Doc.

18, at 11-12; Doc. 25, at 9-10.)

specifically

exempted

from

"[G]overnmental plan[s]" are

ERISA's

requirements.

29

U.S.C.

§ 1003(b)(1).

A "governmental plan" is "a plan established or

maintained

its

for

employees

by

the

Government

of

the

United

States, by the government of any State or political subdivision
thereof,

or

foregoing."

by

any

agency

or

instrumentality

29 U.S.C. § 1002(32).

of

any

of

the

Plaintiffs argue Defendants

are "instrumentalities" of the State of Georgia for two reasons.
(Doc. 6-1, at 5; Doc. 18, at 11-12; Doc. 25, at 9-10.)

First,

because "UHS is owned by the Richmond County Hospital Authority"
27

C'RCHA").

(Doc. 6-1, at 5 (citing Williams-Mason v. Reliance

Standard Life Ins. Co., No. CV 206-124; 2006 WL 1687760 (S.D. Ga.
June

16,

2006)).)

Second,

Plaintiffs

argue

Defendants

are

instrumentalities of government because, pursuant to a 1984 lease

agreement between UHS and the RCHA (the ^^Lease Agreement"), the
RCHA controls UHS.

at 9-10.)

(Doc. 6,

15-16; Doc. 18, at 11-12; Doc. 25,

Neither argument is persuasive.

Plaintiffs' first argument is not supported by the record.
(Doc. 6-1, at 5.)

Indeed, the only evidence in the record goes

against finding RCHA owns UHS.

Defendants provided the affidavit

of David Belkoski in response to Plaintiffs' motion to remand.
(Doc. 14.)

Mr. Belkoski provides he is Defendants' Chief Financial

Officer, and the

statements in

his affidavit are

based on

his

personal knowledge and review of the business records attached to
his affidavit.

(Id.

1-2.)

Mr. Belkoski avers the RCHA does

not have, and never has had, any ownership interest in UHS, and,
as of March 1, 2022, Piedmont is UHS's sole member.

Thus,

the

record

does

not

support,

and

in

fact

(Id. SI 9.)

contradicts.

Plaintiffs' argument that UHS is owned by the RCHA.
Plaintiffs' second argument is also unavailing.
15-16; Doc. 18, at 11-12; Doc. 25, at 9-10.)

(Doc. 6, SISl

Defendants contend

UHS and the RCHA are two legally distinct entities who merely have
a contractual relationship governed by the Lease Agreement.
13, at 23.)

The Court agrees.

28

(Doc.

Rather than indicate the RCHA

controls UHS, the Lease Agreement provides UHS is responsible for
the day-to-day operations of the hospital.

(Doc. 14-1, at 8-9.)

Moreover, the Lease Agreement authorizes UHS to decide whether to
augment services and gives UHS ^^complete discretion in deciding
whether or not to repair or replace" assets.

(Id. at 6, 13.)

Most

notably, under the Lease Agreement, all RCHA employees became UHS
employees, and UHS became '"solely responsible for the payment of

all salaries and employee benefits" and was given "discretion to
hire, terminate, promote or assign employees."

(Id. at 14.)

The

Court finds the terms of the Lease Agreement do not demonstrate
the RCHA controls UHS such that, by entering the Lease Agreement,
UHS

lost

its

status

as

a

private

corporation

"instrumentality" of the government.

and

became

an

See Darden v. Dekalb Med.

Ctr., Inc., No. 1:07-cv-2652, 2008 WL 11319981, at *2 (N.D. Ga.

Jan. 7, 2008) (concluding a hospital was not an instrumentality of
the government, although it was created by a hospital authority,
because

"[a]lthough

the

hospital

lease[d]

property

from

the

hospital authority, the hospital authority d[id] not manage the

hospital's day-to-day business affairs, nor did it establish the
employee benefit plan at issue" there).

Despite this. Plaintiffs argue UHS is an "instrumentality" of
government because the lease was amended to provide that UHS was
subject to Georgia's Open Records Act and Open Meetings Act.
18, at 11-12; Doc. 25, at 9-10.)

29

(Doc.

Plaintiffs principally rely on

two cases: (1) the Georgia Supreme Court's decision in Richmond
County Hospital Authority v. Richmond County, 336 S.E.2d 562 (Ga.
1985); and (2) this Court's decision in Williams-Mason, 2006 WL
1687760.

25, at 9.)

(Doc. 6, i 15; Doc. 6-1, at 5; Doc. 18, at 11-12; Doc.

However, as Defendants point out, neither case applies.

(Doc. 13, at 22.)

In Richmond County, the Georgia Supreme Court recognized the
Lease Agreement was amended to include ^^a requirement to comply
with both Georgia's open-records and open-meetings laws."

336

S.E.2d at 569 (citing O.C.G.A. §§ 50-18-70, 50-14-1).

However,

that

not

case

did

not

involve

claims

under

ERISA

and

does

hold

that a private entity becomes an instrumentality of government by
agreeing to comply with state open records and open meetings laws.

See

id.

In

Williams-Mason,

this

Court

held

the

long-term

disability program the plaintiff s former employer established and
maintained was exempt from ERISA because the employer, ""a hospital
authority established pursuant to the Georgia Hospital Authorities
Act," was an instrumentality of the state.
*1, 4 (citation omitted).

2006 WL 1687760, at

Williams-Mason is equally inapplicable

here because neither Defendant is a hospital authority and, as
explained above, neither Defendant is controlled by one.
Defendants

are

not

government

""instrumentalities",

""governmental plan" exemption does not apply.

30

and

Thus,
the

In sum, the Court finds the Agreement is an ''employee welfare
benefit

plan" that is

not otherwise exempt from

ERISA.

result, Plaintiffs' claim falls within ERISA's scope.

As a

See Anthem

Health Plans, 591 F.3d at 1345 (citing Davila, 542 U.S. at 210).
b. Whether Plaintiffs Have Standing to Sue Under ERISA
The Court now turns to whether Plaintiffs have standing to

bring

their

omitted).

claim

under

ERISA.

Employees that are

See

id.

at

1350

(citations

potentially eligible to receive

benefits under an employee welfare benefit plan have standing to
assert a claim under ERISA.

Dye v. Hartford Life & Accident Co.,

No. 5:13-CV-428, 2014 WL 1379246, at *4 (M.D. Ga. Apr. 8, 2014)
(citing Enqelhardt v. Paul Revere Life Ins. Co., 139 F.3d 1346,
1351 (11th Cir. 1998)); see also 29 U.S.C. § 1002(7) (defining
"participant" as "any employee or former employee of an employer
. . . who is or may become eligible to receive a benefit of any
type from an employee benefit plan which covers employees of such
employer").

Under the Agreement, a Qualifying Individual becomes

eligible to receive the Alleged Benefit upon reaching age sixty-

five if the Qualifying Individual meets the Eligibility Criteria.
(Doc. 1-1, at 6-7.)
the

Alleged

Plaintiffs allege they are eligible to receive

Benefit.

(Id.

at

5.)

Because

Plaintiffs

are

potentially eligible to receive the Alleged Benefit, they have
standing to sue under ERISA.

See Dye, 2014 WL 1379246, at *4

(citation omitted); see also 29 U.S.C.§ 1002(7).

31

As Plaintiffs'

claim falls under ERISA and they have standing to sue under that
statute, the Court finds Plaintiffs could have brought their claim
under ERISA.

See Anthem Health Plans, 591 F.3d at 1350 (citations

omitted).

2.

Whether an

Independent Legal

Duty Supports

Plaintiffs^

Claim

The Court next considers the second prong of the Davila test:

whether an independent legal duty supports Plaintiffs' claim.
at 1345 (citing Davila, 542 U.S. at 210).

Id.

This prong is satisfied

if Plaintiffs' claim ^'arise[s] solely under ERISA or an ERISA
plan."

Garcon v. United Mut. Of Omaha Ins. Co., 779 F. App'x 595,

598 (11th Cir. 2019) (citing Anthem Health Plans, 591 F.3d at
1353).

Defendants argue Plaintiffs' claim does not implicate a

legal duty independent of ERISA because Plaintiffs rely solely on
Defendants' breach of the Agreement to support their claim, and
that contract is an ''employee welfare benefit plan" under ERISA.
(Doc. 13, at 25.)

Plaintiffs contend their claim is supported by

an independent legal duty, namely state breach of contract law.
(Doc.

18,

at

13

("This

case

is

not

about

ERISA

benefits

but

contractual benefits involving [sjtate law . . . .").)
The Eleventh Circuit and courts within this Circuit have held

that claims based on benefits allegedly owed under the terms of an
ERISA plan are "not 'predicated on a legal duty that is independent

of ERISA.'"

Garcon, 779 F. App'x at 598 (quoting Anthem Health
32

Plans,

591

F.3d

at

1353;

citing

Davila,

542

U.S.

at

214).

Plaintiffs seek just that: they ask the Court for a declaratory

judgment

requiring

Defendants

provisions of" the Agreement.

. . .

to

honor

the

terms

and

(Doc. 1-1, at 9.) Therefore, the

Court finds Plaintiffs' claim is not supported by a legal duty
independent of ERISA.

Anthem

Health

Plans,

591

F.3d

at

1345

(citing Davila, 542 U.S. at 210).
3. Plaintiffs' Claim is Completely Preempted

For the reasons discussed herein, the Court finds Plaintiffs

could have brought their claim under ERISA and no other independent
legal duty supports it.

Id. (citing Davila, 542 U.S. at 210).

Plaintiffs' claim is thus completely preempted by ERISA, providing
the Court subject-matter jurisdiction under 28 U.S.C. § 1331.
id. at 1343, 1345.

See

As a result. Plaintiffs' motion to remand (Doc.

6) is DENIED. Because Plaintiffs' amended complaint is based on
inapplicable state law, to the extent Plaintiffs wish to continue

this lawsuit, they shall have thirty days from the date of this

Order to file a second amended complaint alleging claims under
ERISA.

See Butero, 174 F.3d at 1215 (holding the district court

properly dismissed claims completely preempted by ERISA with leave
to refile).

33

IV. CONCLUSION

For

the

foregoing

reasons,

IT

IS

HEREBY

ORDERED

that

Plaintiffs' motion to remand (Doc. 6) is DENIED and motion to amend

(Doc. 31) is DENIED AS MOOT.

If Plaintiffs wish to continue this

lawsuit, they SHALL FILE a second amended complaint alleging claims
under ERISA within THIRTY (30) DAYS of the date of this Order.
Once Plaintiffs file their second amended complaint. Defendants
will have THIRTY (30) DAYS to answer or otherwise respond.

ORDER ENTERED at Augusta, Georgia, thi^'^^^^day of August,
2024.

HONO^BLE J.

HALD

UNITED ^ATES DISTRICT JUDGE
SOUTHERN DISTRICT OF GEORGIA

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