Woodard v. Fredericksburg Hospitalist Group, P.C. et al
Filing
13
MEMORANDUM OPINION Re: 5 MOTION to Dismiss by Imran Ahmad, Muhammad Asif, Mirza Beig, Fredericksburg Hospitalist Group, P.C., Fredericksburg Hospitalist Group, P.C. Profit Sharing Plan, Hammad Hafeez, Moses Kear, Asif Mahmood, Ibrahim Munkaila, Barbara Newberg, Feroz Tamana, Zarmina Yusufi. Signed by District Judge James C. Cacheris on 6/5/2012. (stas)
IN THE UNITED STATES DISTRICT COURT FOR THE
EASTERN DISTRICT OF VIRGINIA
Alexandria Division
EMILY WOODARD, M.D.,
Plaintiff,
v.
FREDERICKSBURG HOSPITALIST
GROUP, P.C., et al.,
Defendants.
)
)
)
)
)
)
)
)
)
)
1:12cv261 (JCC/TCB)
M E M O R A N D U M
O P I N O N
This matter is before the Court on a Motion to Dismiss
[Dkt. 5].
For the following reasons, the Court will grant the
Motion.
I.
A.
Background
Factual Background
This case concerns distributions from an employee
benefits plan regulated by ERISA.
(Am. Compl. [Dkt. 3] ¶ 5.)
Plaintiff Emily Woodard contends that she was due certain
distributions to the Fredericksburg Hospitalist Group Profit
Sharing Plan (the Plan) in November 2010, as a shareholder who
was formerly employed by, but had departed, the Fredericksburg
Hospital Group (FHG).
(Am. Compl. ¶¶ 8-11.)
Plaintiff also
contends that Defendants have failed to provide her with various
1
records.
(Am. Compl. ¶ 15.)
Based on these two assertions,
Plaintiff alleges that Defendants: breached their fiduciary
duties under ERISA (Count I), failed to provide corporate and
financial records under the Virginia Code (Count II), failed to
pay corporate dividends under the Virginia Code (Count III), and
converted Plaintiff’s shares of FHG under Virginia common law
(Count IV).
(Am. Compl. ¶¶ 16-28.)
Finally, Plaintiff requests
the Court provide declaratory relief as to Plaintiff’s
shareholder status (Count V).
(Am. Compl. ¶¶ 29-31.)
Plaintiff is a resident of the Commonwealth of
Virginia.
(Am. Compl. ¶ 1.)
The Defendants are the
Fredericksburg Hospitalist Group, P.C., the FHG Profit Sharing
Plan, and eleven doctors who have worked with, or are currently
working with, FHG.
Plaintiff alleges that the Fredericksburg
Hospitalist Group is a corporation formed under the law of the
Commonwealth of Virginia with its principal place of business in
Stafford, Virginia.
(Am. Compl. ¶ 2.)
And that the FHG Profit
Sharing Plan is administered by directors of FHG under ERISA
with a principal place of business in Fredericksburg, Virginia.
(Am. Compl. ¶ 3.)
Finally, Plaintiff alleges that the remaining
Defendants are residents of the Commonwealth of Virginia.
Compl. ¶ 4.)
(Am.
Section 17.2 of the Fredericksburg Hospitalist
Group Profit Sharing Plan, titled Claim Procedures, states
If any Participant, Former Participant, or
Beneficiary files a claim for benefits under
2
this Plan and it is denied in whole or in
part by the Administrator, the Administrator
shall write a letter to the Participant,
Former Participant, or Beneficiary setting
forth the specific reasons for such denial
and explain the procedures for review of the
claim.
The Participant, Former Participant, or
Beneficiary so notified shall have sixty
(60) days after receipt of such notification
to request in writing a full and fair
hearing by one or more persons appointed by
the Employer to review the Administrator’s
decision denying the claim. The
Administrator shall then conduct a hearing
within the next sixty (60) days following
such written request.
And, Section 17.3, titled Claim Hearing, states
At a claim hearing, the Participant, Former
Participant, or Beneficiary shall have the
right to be represented and to present
written or oral evidence on his behalf. The
claimant or his duly authorized
representative will have an opportunity to
review (upon five (5) business days written
notice to the Administrator) all pertinent
documents with respect to the claim at
issue, and to submit issues and comments
that they may have with respect to the
claim. A final decision as to the allowance
of the claim will be made by the
Administrator within sixty (60) days after
the hearing. The Administrator may request
an extension of the sixty (60) day period.
The decision will be in writing and include
specific reasons to support the basis for
the decision made by the Administrator about
the claim.1
1
Plaintiff references the Plan frequently in the Amended Complaint. (See Am.
Compl. ¶¶ 3, 5, 11, 18.) Although the Plan was not attached to it,
Defendants have attached it to their Motion and this Court can consider it.
See Stewart et. al v. Pension Trust of Bethlehem Steel Corp., 12 F. App’x
174, 176 (4th Cir. 2007) (finding that pension plan documents referenced in
complaint, but not attached could be considered in motion to dismiss); Am.
Chiropractic. Ass’n, Inc. v. Trigon Health Care, Inc., 367 F.3d 212, 234 (4th
Cir. 2004) (permitting review of documents if “it was integral to and
3
B.
Procedural Background
Plaintiff filed her Complaint on March 8, 2012.
1.]
[Dkt.
On May 7, 2012, she filed both an Amended Complaint [Dkt.
3] and a corrected Amended Complaint [Dkt. 4].
2012, Defendants filed a Motion to Dismiss.
21, 2012, Plaintiff filed an Opposition.
29, 2012, Defendants file a Reply.
Also on May 7,
[Dkt. 5.]
[Dkt. 8.]
[Dkt. 11.]
On May
And, on May
This Court held
a hearing on the Motion on June 1, 2012,
Defendants’ Motion is now before the Court.
II.
Standard of Review
Rule 12(b)(6) allows a court to dismiss those
allegations which fail “to state a claim upon which relief can
be granted.”
Fed. R. Civ. P. 12(b)(6).
In deciding a 12(b)(6)
motion, a court must first be mindful of the liberal pleading
standards under Rule 8, which require only “a short and plain
statement of the claim showing that the pleader is entitled to
relief.”
Fed. R. Civ. P. 8.
While Rule 8 does not require
“detailed factual allegations,” a plaintiff must still provide
“more than labels and conclusions” because “a formulaic
recitation of the elements of a cause of action will not do.”
Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555-56
(2007)(citation omitted).
specifically relied on in the complaint and [if] plaintiffs do not challenge
its authenticity”).
4
To survive a 12(b)(6) motion, “a complaint must
contain sufficient factual matter, accepted as true, to ‘state a
claim to relief that is plausible on its face.’”
Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (quoting Twombly, 550 U.S. at
570).
“A claim has facial plausibility when the plaintiff
pleads factual content that allows the court to draw the
reasonable inference that the defendant is liable for the
misconduct alleged.”
Id.
However, “[t]hreadbare recitals of
the elements of a cause of action, supported by mere conclusory
statements, do not suffice” to meet this standard, id., and a
plaintiff’s “[f]actual allegations must be enough to raise a
right to relief above the speculative level . . . .”
550 U.S. at 555.
Twombly,
Moreover, a court “is not bound to accept as
true a legal conclusion couched as a factual allegation.”
Iqbal, 556 U.S. at 678.
III.
Analysis
A. Count I and Exhaustion
The Amended Complaint alleges that on or about
November 18, 2010, Plaintiff was denied access to employment
benefits in violation of ERISA.
Defendants assert that
Plaintiff has failed to exhaust her administrative remedies
under the Profit Sharing Plan (the Plan).
The Fourth Circuit has held that “the pursuit and
exhaustion of internal Plan remedies is an essential
5
prerequisite to judicial review of an ERISA claim for denial of
benefits.”
Gayle v. UPS, 401 F.3d 222, 230 (4th Cir. 2005)
(citing Norris v. Citibank, N.A. Disability Plan, 308 F.3d 880,
884 (8th Cir. 2002); Makar v. Health Care Corp. of Mid-Atlantic
(Carefirst), 872 F.2d 80, 82 (4th Cir. 1989)).
“An ERISA
claimant generally is required to exhaust the administrative
remedies provided in his or her employee benefit plan before
commencing an ERISA action in federal court.”
Hickey v. Digital
Equip. Corp., 43 F.3d 941, 945 (4th Cir. 1995) (citing Makar,
872 F.2d at 82).
Plaintiff argues that she asserts a fiduciary duty
claim “regarding the 2010 Transfer to the Plan, not regarding
funds paid or not paid from the plan.”
This distinction falls flat.
(Opp. [Dkt 8.] at 10.)
If her rights under the ERISA
governed Plan are not in issue, then she has failed to plead any
facts that would plausibly support a breach of fiduciary duty
claim under ERISA.2
If, however, she is claiming that she was
due certain distributions to the Plan,3 then she must exhaust the
remedies provided by the Plan.
2
And, Plaintiff has failed to
“[p]roscribing fiduciary suits
requirement that claimants use
plans before bringing an ERISA
Blue Shield, 102 F.3d 712, 716
See Norris v. Boeing Co., No.
address the Fourth Circuit’s finding that
for benefits also respects the ERISA
internal procedures provided by their benefit
action.” Coyne & Delany Co. v. Blue Cross &
(4th Cir. 1996).
3
The Amended Complaint specifically states: “On
FHG declared a dividend to shareholders for 2010
distribution of funds to the Plan designated for
accounts, but excluding any distribution for the
Comp. ¶ 11.)
6
or about November 18, 2010,
in the form of a
Individual shareholder
benefit of Plaintiff.” (Am.
1:08cv273, 2008 U.S. Dist. LEXIS 53738, at *6 (E.D. Va. July 14,
2008) (requiring plaintiffs to make a “formal claim for benefits
in accordance with the procedures clearly laid out in the
[p]lan”).
Here there is no assertion that Plaintiff filed a
claim for benefits under the Plan.
Since she has not exhausted the administrative
procedures available, in order for the Court to hear her claim
Plaintiff must make the “‘clear and positive’ showing of
futility required to circumvent the exhaustion requirement.”
Hickey, 43 F.3d at 945 (citing Makar, 872 F.2d at 83).
Plaintiff has yet to instigate the formal claim process, and so
she can make no claim that the process has proven futile.
Therefore, dismissal without prejudice is appropriate, allowing
Plaintiff to pursue administrative remedies before providing
judicial review of her ERISA claim.
B. Remaining Counts
To the extent that Plaintiff’s remaining claims are
preempted and governed by ERISA, they too are dismissed for
failure to exhaust the Plan’s remedies.
And, to the extent the
remaining claims involve Virginia parties and Virginia law, the
Court finds it does not have subject matter jurisdiction over
them.
IV.
Conclusion
7
For the reasons stated above, the Court will grant the
Motion to Dismiss without prejudice.
An appropriate Order will issue.
June 5, 2012
Alexandria, Virginia
/s/
James C. Cacheris
UNITED STATES DISTRICT COURT JUDGE
8
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?