DIX v. TOTAL PETROCHEMICALS USA, INC., PENSION PLAN

Filing 19

MEMORANDUM OPINION FILED. Signed by Judge Jerome B. Simandle on 6/20/11. (js)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY
PHILIP A. DIX,
HONORABLE JEROME B. SIMANDLE
Plaintiff,
CIVIL NO. 10-3196 (JBS/JS)
v.
TOTAL PETROCHEMICALS USA,
INC., PENSION PLAN,

MEMORANDUM OPINION

Defendant.

SIMANDLE, District Judge:
This matter is before the Court upon Defendant's motion to
dismiss the complaint pursuant to Rule 12(b)(6) of the Federal
Rules of Civil Procedure, arguing that the complaint is timebarred.
1.

[Docket Item 11.]

The Court finds as follows:

Plaintiff brings this putative class action to recover

an alleged shortfall in a lump sum pension distribution paid to
Plaintiff.

Plaintiff contends that the distribution was required

by various federal statutes and regulations to include an
estimated payout based on cost-of-living increases that the
annuity option receives to keep pace with inflation.

In the

present motion, Defendant seeks to dismiss the action as timebarred.

The parties agree that the longest statute of

limitations period that potentially applies is six years.
Sturgis v. Mattel, 525 F. Supp. 2d 695 (D.N.J. 2007).

See

The

parties disagree about whether the motion is procedurally proper,

and about when the claim accrued.
2.

Defendant concedes that its motion relies on a document

not attached to or referenced in the Complaint, in order to prove
that the claim accrued six years prior to filing.

The document

in question is a letter estimating Plaintiff's benefits, and
containing language regarding the lump sum option and its
exclusion of certain cost-of-living increases.

Ordinarily, such

a document would be outside the scope of a motion to dismiss
based on the pleadings.

But Defendant observes that an

undisputedly authentic document may be considered on a 12(b)(6)
motion even though it is not referenced in or attached to the
complaint if the document is "integral to" the complaint.

See In

re Burlington Factory Sec. Litig., 114 F.3d 1410, 1426 (3d Cir.
1997) (quoting Shaw v. Digital Equip. Corp., 82 F.3d 1194, 1220
(1st Cir. 1996).
3.

The rule permitting consideration of integral documents

seeks to prevent "the situation in which a plaintiff is able to
maintain a claim . . . by extracting an isolated statement from a
document and placing it in the complaint, even though if the
statement were examined in the full context of the document, it
would be clear that [there was no claim]."

Id.

It is considered

legitimate to examine integral documents without further notice
because "plaintiff has actual notice . . . and has relied upon
these documents in framing the complaint."

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Id. (internal

quotation and citations omitted).

It is not enough that a

putatively integral document be critical for an affirmative
defense, or bear on an essential element of the claim.

The rule

is applied when the claim would not exist but-for the existence
of the document.

See, e.g., International Audiotext Network,

Inc. v. American Tel. and Tel. Co., 62 F.3d 69, 71-72 (2d Cir.
1995) (considering a written agreement that complaint relied on
to prove antitrust claim); Fudge v. Penthouse Intern., Ltd., 840
F.2d 1012, 1015 (1st Cir. 1988) (considering article upon which
libel claim was based); Barnum v. Millbrook Care Ltd.
Partnership, 850 F. Supp. 1227, 1232 (S.D.N.Y. 1994) (considering
text of contract in breach of contract claim).
4.

In this case, the document in question is not integral

to the Complaint.

Defendant argues that the Court should

consider the document providing estimated benefits because
Plaintiff had notice of the importance of the document to this
case, as shown by Plaintiff having attached it to one of his
administrative filings.

This proves that Plaintiff considers the

document to be evidence relevant to the claim, and that Plaintiff
is aware of it.

But the "integral to the complaint" exception to

the ordinary rule limiting what the Court may consider at this
procedural stage does not provide that any relevant evidence may
be submitted for consideration on 12(b)(6) so long as Plaintiff
had notice of it.

Such a reading of the exception would swallow

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the rule, and transform the boundary between motions to dismiss
and motions for summary judgment.

Instead, the rule is much more

limited: such documents can be considered only if they are
integral to the complaint, in order to prevent a complaint from
misleadingly relying on only part of such documents.
5.

In support of the document being integral to the

complaint Defendant cites Stallins ex rel. Estate of Stallings v.
IBM Corp., Civil No. 08-3121 (RBK/JS), 2009 WL 2905471, at *3-4
(D.N.J. Sept. 8, 2009).

In that case, the district court

considered the letter denying pension benefits because the fact
of the denial and the basis for it was integral to the claim.
Id.

In the absence of the document denying the benefits claim,

no legal claim existed.

Unlike Stallins, Defendant does not seek

here to rely on a denial letter, but instead a preliminary
document sent to Plaintiff offering an estimate of benefits that
happened to contain language that Defendant contends began the
statute of limitations period.

This document may be integral to

determining the merit of Defendant's affirmative defense, but it
is not integral to the complaint in the way required by this
doctrine.

Plaintiff would have exactly the same claim if this

document was never produced.
6.

Because the motion to dismiss is based on documents that

cannot be considered on this procedural posture, the Court may
either deny the motion or convert it into a motion for summary

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judgment, providing the parties with a schedule for submission of
statements in compliance with Local Civil Rule 56.1, supplemental
briefs, and any supplemental evidence they deem necessary.

See

Hilfirty v. Shipman, 91 F.3d 573, 578 (3d Cir. 1996); see also
Fed. R. Civ. P. 12(d) (providing that upon the conversion of a
motion to dismiss into a motion for summary judgment "all parties
must be given a reasonable opportunity to present all the
material that is pertinent to the motion").
7.

It is not clear to what extent discovery will be

necessary to respond to this motion if converted into a motion
for summary judgment, and if discovery will be necessary, how
long it will require.

Therefore, instead of converting the

motion and imposing an ad hoc schedule for the supplemental
filings required by Local Civil Rule 56.1 and Rule 56 of the
Federal Rules of Civil Procedure, the Court will simply deny the
motion as filed but permit Defendant to file the motion as one
for summary judgment at the appropriate time.

This procedure

avoids the creation of ad hoc procedures and scheduling dates;
allows Plaintiff to contend, if necessary, that such a motion is
premature pursuant to Rule 56(d), Fed. R. Civ. P.; and only
slightly decreases judicial efficiency since the parties would be
required to make supplemental filings in either case.
Additionally, given the time the parties have already spent
litigating the issue, if the motion is re-filed as a summary

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judgment motion, the Court will entertain requests to streamline
the summary judgment procedures or relax the briefing
requirements, in order to fairly resolve this potentially
dispositive issue in a way that minimizes the expense to the
parties.

June 20, 2011
Date

s/ Jerome B. Simandle
JEROME B. SIMANDLE
United States District Judge

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