DEBLASIO v. CENTRAL METALS, INC. et al
Filing
9
OPINION. Signed by Judge Noel L. Hillman on 6/27/2014. (tf, )
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
ANTHONY DEBLASIO,
Plaintiff,
v.
CIVIL NO. 1:13-cv-5282
(NLH/AMD)
CENTRAL METALS, INC. et. al,
OPINION
Defendants.
Appearances:
STEPHEN J. BUIVIDAS
1060 KINGS HIGHWAY NORTH
SUITE 301
CHERRY HILL, NJ 08034
Attorney for plaintiff Anthony DeBlasio.
JUDITH P. RODDEN
POZZUOLO RODDEN, P.C.
1916 EAST ROUTE 70
SUITE 6
CHERRY HILL, NJ 08003
Attorney for defendants Central Metals, Inc. and Roma Steel
Erection, Inc.
HILLMAN, District Judge
Before the Court is the joint motion of Defendants Central
Metals, Inc. and Roma Steel Erection, Inc. to dismiss
Plaintiff’s Complaint pursuant to Federal Rule of Civil
Procedure 12(b)(6) for failure to state a claim upon which
relief can be granted.
For the reasons set forth below, the
motion will be granted in part and denied in part.
I.
Jurisdiction
The Court has federal question subject matter jurisdiction
over this matter pursuant to 28 U.S.C. § 1331 as the case arises
under the Employee Retirement Income Security Act of 1974
(“ERISA”), 29 U.S.C. §§ 1001-1461.
The Court also has
supplemental jurisdiction over the related state law claims
pursuant to 28 U.S.C. § 1367.
II.
Background
This case arises out of Defendants’ alleged refusal to
provide Plaintiff with benefits to which Plaintiff claims he is
entitled.
Plaintiff Anthony DeBlasio was employed by Defendants
Central Metals, Inc. and Roma Steel Erection, Inc. for
approximately twenty-five years.
6.)
(Pl.’s Compl. [Doc. No. 1] ¶
According to the Complaint, while Plaintiff was employed by
the Defendants, he enrolled as a participant in the “Central
Metals/Roma Steel Defined Benefit Plan” (“Central Plan” or
“Plan”), which was created pursuant to ERISA.
(Id. ¶¶ 7-8.)
The purpose of the Central Plan was to provide various
retirement, death, and disability benefits to the Defendants’
employees.
(See generally, id. Ex. 1, Summary Plan
Description.)
2
At some point Plaintiff allegedly became disabled and
sought to recover benefits under the Central Plan (Id. ¶¶ 1215.)
According to Plaintiff, however, Defendants have
consistently “failed and refused to pay Plaintiff the benefits
which he has duly requested, and to which he is entitled
pursuant to the terms of the Plan and the requirements of
ERISA.”
(Id. ¶ 16.)
In addition to the Central Plan, the Complaint alleges that
the Defendants purchased a life insurance policy from Phoenix
Home Life Mutual Insurance Company, of which Plaintiff was the
insured and Plaintiff’s survivors were the beneficiaries.
¶ 20.)
(Id.
Plaintiff claims that when he learned the Phoenix Policy
was a “split dollar” policy, 1 he asked the Defendants to make him
the sole owner of the Policy.
(Id. ¶ 21.)
However, Plaintiff
complains that Defendants have repeatedly “failed and refused .
. . to name [him] as sole owner of the Policy,” which has
prevented him from “ascertain[ing] a portion of the cash value
to which he is entitled.”
(Id. ¶ 24.)
1
According to the Complaint, the Phoenix Policy was a “split
dollar” insurance policy because “Plaintiff and Defendants each
became obligated to pay a portion of the periodic premiums, and
Defendants became entitled to receive reimbursement for portions
of the policy and paid by Defendants in the event that the
policy benefit became payable or the policy was cashed out in
the interim.” (Pl.’s Compl ¶ 21.)
3
Based on Defendants’ alleged misconduct under the Plan and
the Policy, Plaintiff filed this action in the Superior Court of
New Jersey, Camden County.
The Complaint contains five counts:
one count for violation of the ERISA statute, and four state
common law claims.
(Id. ¶¶ 30-51.)
Plaintiff’s state law
claims allege: “Breach of Contract,” “Breach of the Covenant of
Good Faith and Fair Dealing,” “Intentional Infliction of
Emotional Distress,” and “Negligent Infliction of Emotional
Distress.”
(Id.)
Defendants removed the action to this Court and moved to
dismissed Plaintiff’s Complaint pursuant to Rule 12(b)(6).
(Notice of Removal [Doc. No. 1].)
The essence of Defendants’
argument is that Plaintiff has not stated an ERISA claim because
he has not exhausted his administrative remedies and his state
law claims are preempted by ERISA.
13.)
(Defs.’ Br. [Doc. No. 4] 4-
Defendants also argue that Plaintiff’s breach of contract
claim must be dismissed because the Complaint does not identify
or allege the existence of a contract relating to ownership of
the Policy.
(Id. at 13.)
III. Standard for Motion to Dismiss Under Rule 12(b)(6)
When considering a motion to dismiss a complaint for
failure to state a claim upon which relief can be granted
pursuant to Federal Rule of Civil Procedure 12(b)(6), a court
must accept all well-pleaded allegations in the complaint as
4
true and view them in the light most favorable to the plaintiff.
Evancho v. Fisher, 423 F.3d 347, 351 (3d Cir. 2005).
It is well
settled that a pleading is sufficient if it contains “a short
and plain statement of the claim showing that the pleader is
entitled to relief.”
Fed. R. Civ. P. 8(a)(2).
Under the
liberal federal pleading rules, it is not necessary to plead
evidence, and it is not necessary to plead all the facts that
serve as a basis for the claim.
F.2d 434, 446 (3d Cir. 1977).
Bogosian v. Gulf Oil Corp., 562
However, “[a]lthough the Federal
Rules of Civil Procedure do not require a claimant to set forth
an intricately detailed description of the asserted basis for
relief, they do require that the pleadings give defendant fair
notice of what the plaintiff’s claim is and the grounds upon
which it rests.”
Baldwin Cnty. Welcome Ctr. v. Brown, 466 U.S.
147, 149-50 n.3 (1984) (quotation and citation omitted).
A district court, in weighing a motion to dismiss, asks
“‘not whether a plaintiff will ultimately prevail but whether
the claimant is entitled to offer evidence to support the
claim.’”
Bell Atlantic v. Twombly, 550 U.S. 544, 563 n.8 (2007)
(quoting Scheuer v. Rhoades, 416 U.S. 232, 236 (1974)); see also
Ashcroft v. Iqbal, 556 U.S. 662, 684 (2009) (“Our decision in
Twombly expounded the pleading standard for ‘all civil actions’
. . . .”); Fowler v. UPMC Shadyside, 578 F.3d 203, 210 (3d Cir.
2009) (“Iqbal . . . provides the final nail in the coffin for
5
the ‘no set of facts’ standard that applied to federal
complaints before Twombly.”).
Following the Twombly/Iqbal standard, the Third Circuit has
instructed a two-part analysis in reviewing a complaint under
Rule 12(b)(6).
First, the factual and legal elements of a claim
should be separated; a district court must accept all of the
complaint's well pleaded facts as true, but may disregard any
legal conclusions.
S. Ct. at 1950).
Fowler, 578 F.3d at 210 (citing Iqbal, 129
Second, a district court must then determine
whether the facts alleged in the complaint are sufficient to
show that the plaintiff has a “‘plausible claim for relief.’”
Id. (quoting Iqbal, 129 S. Ct. at 1950).
A complaint must do
more than allege the plaintiff's entitlement to relief.
Id.;
see also Phillips v. Cnty. of Allegheny, 515 F.3d 224, 234 (3d
Cir. 2008) (stating that the “Supreme Court's Twombly
formulation of the pleading standard can be summed up thus:
‘stating . . . a claim requires a complaint with enough factual
matter (taken as true) to suggest’ the required element.
This
‘does not impose a probability requirement at the pleading
stage,’ but instead ‘simply calls for enough facts to raise a
reasonable expectation that discovery will reveal evidence of’
the necessary element”).
A court need not credit either “bald
assertions” or “legal conclusions” in a complaint when deciding
a motion to dismiss.
In re Burlington Coat Factory Sec. Litig.,
6
114 F.3d 1410, 1429-30 (3d Cir. 1997).
The defendant bears the
burden of showing that no claim has been presented.
Hedges v.
U.S., 404 F.3d 744, 750 (3d Cir. 2005) (citing Kehr Packages,
Inc. v. Fidelcor, Inc., 926 F.2d 1406, 1409 (3d Cir. 1991)).
Finally, a court in reviewing a Rule 12(b)(6) motion may
only consider the facts alleged in the pleadings, the documents
attached thereto as exhibits, and matters of judicial notice.
S. Cross Overseas Agencies, Inc. v. Kwong Shipping Grp. Ltd.,
181 F.3d 410, 426 (3d Cir. 1999).
A court may consider,
however, “an undisputedly authentic document that a defendant
attaches as an exhibit to a motion to dismiss if the plaintiff’s
claims are based on the document.”
Pension Benefit Guar. Corp.
v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir.
1993).
If any other matters outside the pleadings are presented
to the court, and the court does not exclude those matters, a
Rule 12(b)(6) motion will be treated as a summary judgment
motion pursuant to Rule 56.
IV.
Fed. R. Civ. P. 12(d).
Discussion
Defendants have moved to dismiss all of Plaintiff’s claims
pursuant to Rule 12(b)(6).
With respect to Plaintiff’s ERISA
claim, Defendants argue for dismissal on the basis that
Plaintiff has not exhausted his administrative remedies.
Defendants further argue that Plaintiff’s state law claims
should be dismissed because they are preempted by ERISA.
7
Finally, Defendants argue that, if not preempted, Plaintiff’s
breach of contract claim should be dismissed because Plaintiff
has not alleged the existence of a contract under which
Defendant would be required to transfer ownership of the Phoenix
Policy.
A. Plaintiff’s ERISA Claim and Exhaustion of Administrative
Remedies
Defendants argue that Plaintiff has failed to state a claim
under ERISA because (1) the Complaint does not sufficiently
allege that Plaintiff exhausted his administrative remedies, and
(2) Plaintiff actually failed to exhaust his administrative
remedies.
(Defs.’ Br. 4-7.)
In response, Plaintiff argues that
he should not have to exhaust his administrative remedies
because it would be futile.
(Pl.’s Opp’n 10-11).
The Court
cannot accept any of these arguments.
The parties are correct that Plaintiffs generally must
exhaust their administrative remedies before bringing ERISA
claims unless doing so would be futile.
Harrow v. Prudential
Ins. Co. of America, 279 F.3d 244, 249-50 (3d Cir. 2002).
However, Defendants misconstrue the burden of pleading.
Failure
to exhaust administrative remedies is a non-jurisdictional
affirmative defense, Metro. Life Ins. Co. v. Price, 501 F.3d
271, 280 (3d Cir. 2007), which means Defendants bear the burden
of proving it.
Jakimas v. Hoffmann-La Roche, Inc., 485 F.3d
8
770, 782 (3d Cir. 2007) (citing Fed. R. Civ. P. 8(c)).
Moreover, because the exhaustion requirement is an affirmative
defense, Plaintiff is not required to plead facts showing that
he exhausted his remedies.
See Thomas v. Independence Twp., 463
F.3d 285, 293 (3d Cir. 2006) (stating, in context of qualified
immunity defense, that plaintiffs are not required to plead
facts that negate affirmative defenses); See also, Hollander v.
Brown, 457 F.3d 688, 691 n.1 (7th Cir. 2006) (citing Xechem,
Inc. v. Bristol-Meyers Squibb Co., 372 F.3d 899, 901 (7th Cir.
2004)).
As a result, the Court cannot dismiss Plaintiff’s ERISA
claim on the basis that he failed to plead facts sufficient to
establish his exhaustion of administrative remedies.
Nor can the Court dismiss Plaintiff’s ERISA claim based on
Defendants’ allegations that he actually failed to exhaust his
administrative remedies.
As stated, supra, a court reviewing a
Rule 12(b)(6) motion may only consider the facts alleged in the
pleadings, the documents attached thereto as exhibits, and
matters of judicial notice.
The Court would have to go beyond
these limited materials to determine whether Plaintiff exhausted
his administrative remedies and whether further pursuit of those
remedies would be futile.
If the Court were to consider
extraneous materials, it would have to convert the Motion into
one for summary judgment.
However, given the early stage of
this litigation and the lack of notice to the parties, it would
9
be wholly improper to convert the present motion into one for
summary judgment.
Therefore, the Court must deny Defendants’
motion to dismiss Plaintiff’s ERISA claim.
B. Preemption of Plaintiff’s State Law Claims
Defendants have moved to dismiss Plaintiff’s state law
claims on the basis that they are expressly preempted.
Express
preemption occurs when a federal statute explicitly states that
it supersedes state law.
Farina v. Nokia, Inc., 625 F.3d 97,
117 (3d Cir. 2010) (citing Cipollone v. Liggett Group, Inc., 505
U.S. 504, 516 (1992)).
When a state law claim is expressly
preempted, it is displaced by the federal statute and must be
dismissed.
In re U.S. Healthcare, Inc., 193 F.3d 151, 160 (3d
Cir. 1999) (citing Metro. Life Ins. Co. v. Massachusetts, 471
U.S. 724, 739 (1985)).
ERISA’s preemption provision is contained in § 514(a),
which states that ERISA “shall supersede any and all State laws
insofar as they . . . relate to any employee benefit plan.”
U.S.C. § 1144(a).
29
Section 514(a) covers not only state statutes
and regulations, but also any common law claims, regardless of
whether they were intended to affect ERISA plans and even if
their effects are merely indirect.
McClendon, 498 U.S. 133, 139 (1990).
Ingersoll-Rand Co. v.
The two key issues in a §
514(a) analysis are (1) whether an employee benefit plan exists
10
and, (2) if so, whether the plaintiff’s state law claim relates
to it.
Because Plaintiff’s state law claims are based on
Defendants’ actions under the Plan and the Policy, the Court
must perform the preemption analysis for each of them.
Before
reaching that analysis, however, it will be helpful to delineate
which of Plaintiff’s state law claims are based on the Plan,
which claims are based on the Policy, and which claims are based
on both.
1. Delineation of State Law Claims
The Complaint alleges four state law claims:
“Breach of
Contract,” “Breach of the Covenant of Good Faith and Fair
Dealing,” “Intentional Infliction of Emotional Distress,” and
“Negligent Infliction of Emotional Distress.”
(Pl.’s Compl.)
Plaintiff’s breach of contract claim is based on both the
Plan and the Policy.
It specifically alleges that “Defendants,
by their failure to identify and to remit to Plaintiff the
amounts due and payable to him under the Plan, and by their
failure to name Plaintiff as sole owner of the Policy . . . have
breached their contractual obligations to Plaintiff.”
Compl ¶ 31.)
(Pl.’s
Furthermore, the breach of contract count requests
monetary damages including “all sums due [to Plaintiff] under
the Defined Benefits Plan and the Phoenix policy.”
Wherefore Clause.)
11
(Id.
Plaintiff’s claim for breach of the covenant of good faith
and fair dealing also appears to be based on both the Policy and
Plan.
Policy.
Plaintiff does not explicitly reference the Plan or the
However, the count for breach of the covenant of good
faith and fair dealing immediately follows the breach of
contract count, and it alleges that the Defendants “owed
Plaintiff a duty of good faith and fair dealing in connection
with the aforesaid transactions.”
(Id. ¶ 35 (emphasis added)).
Given the proximity to the breach of contract count, the most
natural reading of the phrase “aforesaid transactions” is that
it refers to the Defendants’ actions under the Plan and the
Policy.
The claims for intentional and negligent infliction of
emotional distress are based solely on the Plan.
Both claims
are framed solely in reference to Defendants’ failure to “inform
Plaintiff of the amounts due him and [their failure] to remit
said amounts.”
(Id. ¶¶ 46, 50.)
These references to informing
and remitting directly parallel Plaintiff’s allegations with
respect to the Plan.
(Id. ¶ 31.)
In contrast, Defendants’
alleged misconduct relating to the Policy only extends to their
failure to “name [Plaintiff] as sole owner of the Policy.”
¶ 24.)
2. Preemption of Plaintiff’s Plan-Based State Law Claims
12
(Id.
Plaintiff does not deny, and in fact alleges in the
Complaint, that the Central Plan is an employee benefit plan
governed by ERISA.
(Pl.’s Compl. ¶ 8.)
Therefore, the only
issue with respect to preemption of the Plan-based claims is
whether they relate to the Plan within the meaning of the
statute.
ERISA does not define the term “relate to,” but the Supreme
Court has held that Congress intended for it to have a “broad
common-sense meaning.”
Ingersoll-Rand Co. v. McClendon, 489
U.S. 133, 139 (1990) (quoting Pilot Life Ins. Co. v. Dedeaux,
481 U.S. 41, 47 (1987)).
Furthermore, the Supreme Court has
regularly reinforced the breadth of § 514(a) with the
pronouncement that “[a] law ‘relates to’ an employee benefit
plan, in the normal sense of the phrase, if it has a connection
with or reference to such a plan.”
See, e.g., Shaw v. Delta Air
Lines, Inc., 463 U.S. 85, 96-97 (1983).
To the extent that Plaintiff’s state law claims are based
on the Plan, they also “relate to” it within the meaning of §
514(a).
This case is strikingly similar to Pilot Life Ins. Co.
v. Dedeaux, 481 U.S. 41 (1987).
The plaintiff in Pilot Life
injured his back while working and sought to collect permanent
disability benefits under a group insurance policy his employer
had purchased.
Pilot Life, 481 U.S. at 43.
The defendant-
insurer initially provided plaintiff’s benefits, but over a
13
five-year period the insurer developed a pattern of terminating
and reinstating the plaintiff’s benefits.
Id.
The plaintiff
filed suit alleging “Tortious Breach of Contract, Breach of
Fiduciary Duties, and Fraud in the Inducement.”
quotation marks omitted).
Id. (internal
In light of these facts, the Court
devoted only one sentence to its finding that the plaintiff’s
claims related to the insurance plan: “[t]he common law causes
of action raised in Dedeax’s complaint, each based on alleged
improper processing of a claim for benefits under an employee
benefit plan, undoubtedly meet the criteria for pre-emption
under § 514(a).”
Id. at 50 (emphasis added).
Here, all of Plaintiff’s Plan-based claims are predicated
on Plaintiff’s contention that “defendants have failed and
refused to pay Plaintiff the benefits which he has duly
requested, and to which he is entitled pursuant to the terms of
the Plan and the requirements of ERISA.”
(Pl.’s Compl. ¶ 16.)
Regardless of which legal theory Plaintiff asserts, all of his
Plan-based claims boil down to that one simple allegation.
example, Plaintiff’s IIED claim alleges:
[i]n failing to inform Plaintiff of the amounts due
him an in failing and refusing to remit said amounts,
Defendants deliberately directed extreme and
outrageous conduct toward Plaintiff, intending thereby
to produce or inflict emotional distress, or acted in
deliberate disregard of the high degree of probability
that such emotional distress would ensue.
14
For
(Id. ¶ 46.)
Thus, like the claims in Pilot Life, Plaintiff’s
Plan-based state law claims are “each based on alleged improper
processing of a claim for benefits under an employee benefit
plan.”
Moreover, Plaintiff does not seriously deny the clear
relationship between his state law claims and the Central Plan.
His only argument on that issue is a statement that the state
law claims “allege conduct which is independent of ERISA because
defendants themselves have utterly ignored the statute and the
plan, refusing to comply with the terms of either.”
13.)
(Pl.’s Br.
But this statement just underscores the strength of the
connection between the Plan and Plaintiff’s state law claims.
It highlights the fact that Plaintiff’s Plan-based state law
claims are based solely on Defendants’ alleged failure to comply
with ERISA and the terms of an ERISA Plan.
As discussed supra, all of Plaintiff’s state law claims are
based, at least in Part, on the Plan.
In accordance with that
analysis, Plaintiff’s claims for intentional and negligent
infliction of emotional distress must be dismissed entirely, and
his claims for breach of contract and breach of the duty of good
faith and fair dealing must be dismissed with respect to the
Plan.
3. Preemption of Plaintiff’s Policy-Based State Law Claims
15
As stated above, the two key issues in a § 514(a) express
preemption analysis are (1) whether an employee benefit plan
exists and, (2) if so, whether the plaintiff’s state law claim
relates to it.
Plaintiff’s state law claims relate to the
Phoenix Policy in the same way they relate to the Plan.
They
are all based on the allegation that defendants “refuse, to name
[Plaintiff] as sole owner of the Policy.”
(Id. ¶ 24.)
The more
difficult question is whether the Phoenix Policy constitutes an
employee benefit plan within the meaning of ERISA.
An employee benefit plan can be either a “welfare plan,” a
“pension plan,” or a combination of both.
29 U.S.C.A § 1002(3).
The statute defines a “welfare plan” in relevant part as any
plan that is “established or maintained by an employer . . . for
the purpose of providing [health, disability, or death benefits
to] its participants or their beneficiaries, through the
purchase of insurance or otherwise.”
Id. § 1002(1).
A “pension
plan” is defined in relevant part as any plan that is
“established or maintained by an employer” and which “provides
retirement income to employees” or “results in a deferral of
income by employees for periods extending to the termination of
covered employment or beyond.”
Id. § 1002(2)(A).
Thus, the
primary difference between a pension plan and a welfare plan is
the type of benefit involved.
In either case, however, the
16
critical issue is whether the employer established or maintained
a plan.
Determining whether a plan has been established is “’a
question of fact, to be answered in light of all the surrounding
facts and circumstances from the point of view of a reasonable
person.’”
Deibler v. United Food & Commercial Workers’ Local
Union 23, 973 F.2d 206, 209 (3d Cir. 1992) (quoting Wickman v.
Northwestern Nat’l Ins. Co., 908 F.2d 1077, 1082 (1st Cir.
1990)).
The essence of this inquiry is to discern an intent by
the employer “’to provide benefits on a regular and long term
basis.’”
Id. at 209 (quoting Wickman, 908 F.2d at 1083).
The
Third Circuit has adopted the widely-known test, established by
the Eleventh Circuit, which holds that a plan exists if “a
reasonable person can ascertain the intended benefits, a class
of beneficiaries, the source of financing, and the procedures
for receiving benefits.”
Id. (quoting Donovan v. Dillingham,
688 F.2d 1367, 1373 (11th Cir. 1982)).
Unlike the Plan, neither party has provided a copy of the
Policy or any documents relating to it.
As a result, the Court
may only properly consider the Complaint’s allegations to
determine if the Policy is an employee benefit plan.
The only
allegations in the Complaint relating to the substance of the
Policy are as follows:
17
While Plaintiff was in Defendants’ employ, Defendants
procured a policy of life insurance through Phoenix
Home Life Mutual Insurance Company . . . Plaintiff was
the named insured under said policy, and his survivors
were the designated beneficiaries. The face amount of
the policy, which remains in effect, is $100,000.00 .
. . At some point, Plaintiff was made aware that the
Phoenix policy was a so-called “split dollar
insurance” policy, by the terms of which Plaintiff and
Defendants each became obligated to pay a portion of
the periodic premiums, and Defendants became entitled
to receive reimbursement for portions of the policy
paid by Defendants in the event that the policy
benefit became payable or the policy was cashed out in
the interim . . . Plaintiff has paid in excess of
$7000.00 in premiums since the inception of the policy
in order to maintain the policy in effect.
(Pl.’s Compl. [Doc. No. 1] ¶¶ 20-22.)
Based on these limited allegations, the Court cannot
complete the detailed inquiry necessary to conclude that the
Policy constitutes an employee benefit plan within the meaning
of ERISA.
The most obvious deficiency is that the allegations
are silent with respect to the procedures for receiving
benefits.
More importantly, however, the allegations fall woefully
short of establishing the employer’s intent to provide “benefits
on a regular and long term basis.”
Information relating to the
employer’s involvement, such as the extent of its practice of
providing life insurance for its employees, must be pled or
provided.
See Donovan v. Dillingham, 688 F.2d 1367, 1373 (11th
Cir. 1982) (purchase of insurance in itself does not
conclusively establish a plan, but purchase of a group policy is
18
“substantial evidence”); see also, Anderson v. UNUM Provident
Corp., 369 F.3d 1257, 1263 (11th Cir. 2004) (extent of
employer’s involvement in administering plan determines whether
employer actually established or maintained the plan).
In
short, the Court cannot determine based on the Complaint alone
whether the Policy constitutes an ERISA plan.
At a minimum, the
Court must have the Policy itself.
The consequences of this failure must be borne by
Defendants.
defense.
Preemption, like exhaustion, is an affirmative
See Sultan v. Lincoln Nat. Corp., 2006 WL 1806463, *13
(D.N.J.) (citing Dueringer v. Gen. Am. Life Ins. Co., 842 F.2d
127, 130 (5th Cir. 1988); Gilchrist v. Jim Slemons Imports,
Inc., 803 F.2d 1488, 1497 (9th Cir. 1986); Rehabilitation Inst.
v. Equitable Life Assurance Soc., 131 F.R.D. 99, 101 (W.D. Pa.
1990)).
As a result, Defendants bear the burden of proof;
Plaintiff is not required to plead around ERISA.
Accordingly,
the Court cannot dismiss Plaintiff’s state law claims, insofar
as they are based on the Policy, on the basis of express
preemption. 2
2
Defendants also argue that Plaintiff’s Policy-based claims are
barred under the doctrine of complete preemption. However,
Defendant’s complete preemption argument suffers from the same
fatal flaw as its express preemption argument. A necessary
element of establishing complete preemption under ERISA is that
the Plaintiff must be able to bring the allegedly-preempted
claim under § 502(a)(1)(B). See, e.g., Aetna Health Inc. v.
Davila, 542 U.S. 200, 210 (2004). Section 502(a)(1)(B),
19
C. Breach of Contract and the Policy
Defendants argue that, even if Plaintiff’s breach of
contract claim is not preempted, it must be dismissed because
Plaintiff has not alleged the existence of a contract that would
require Defendants to transfer ownership of the Policy.
The
Court agrees with Defendants.
All the Complaint alleges is that Defendants purchased the
Policy and that they have failed to transfer ownership of the
Policy to Plaintiff.
(Pl.’s Compl. 20-24.)
The Complaint
implies that Defendants are contractually obligated to transfer
ownership of the policy upon Plaintiff’s request, but Plaintiff
has not indicated where this alleged contractual obligation
comes from.
Simply alleging that a Defendant breached a
contract without identifying the source of the contractual
obligation does not raise a plausible claim for relief.
Therefore, Plaintiff’s breach of contract claim must be
dismissed in its entirety since it does not raise a plausible
however, authorizes claims brought pursuant to “the plan.” 29
U.S.C.A. § 1132(a)(1)(B). Thus, to establish that Plaintiff’s
state law claims are completely preempted, Defendants would have
to show that the claims were brought pursuant to an ERISA plan.
As the Court has noted, Defendants have not met this burden with
respect to the Policy. Furthermore, complete preemption is not
relevant in this case as it is a jurisdictional doctrine that
confers federal question jurisdiction over claims that would
otherwise fail to satisfy the well-pleaded complaint rule. See,
e.g., In re U.S. Healthcare, Inc., 193 F.3d 151, 160 (3d Cir.
1999).
20
claim with respect to the Policy and it is preempted with
respect to the Plan.
V.
Conclusion
For the foregoing reasons Defendants’ Motion to Dismiss
Plaintiff’s Complaint shall be granted in part and denied in
part.
Plaintiff’s claims for breach of contract, negligent
infliction of emotional distress, and intentional infliction of
emotional distress will be dismissed entirely; Plaintiff’s claim
for breach of the covenant of good faith and fair dealing will be
dismissed insofar as it is based on the Plan, but may proceed
with respect to the Policy; and Plaintiff may proceed on his
ERISA claim. 3
_s/ Noel L. Hillman______
NOEL L. HILLMAN, U.S.D.J.
At Camden, New Jersey
3
Plaintiff has requested leave to amend his Complaint in the
event of dismissal, and the Court sees no reason to deny the
request. “[E]ven when a plaintiff does not seek leave to amend,
if a complaint is vulnerable to 12(b)(6) dismissal, a District
Court must permit a curative amendment, unless an amendment
would be inequitable or futile.” Alston v. Parker, 363 F.3d
229, 235 (3d Cir. 2004). Defendants have not argued against
Plaintiff’s request for leave to amend. Furthermore, the Court
has no basis to conclude that an amendment would be futile or
inequitable, particularly if the Plaintiff wishes to amend his
ERISA claim in accordance with this opinion.
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