Joseph F. Leeson, Jr., United States District Judge.
This matter comes before the Court upon consideration of Defendant National Retirement Fund's Motion to Dismiss Plaintiff Elbeco Incorporated's Complaint. ECF No. 13. For the reasons that follow, the Court will grant the Motion and will dismiss the Complaint without prejudice.
Plaintiff Elbeco Incorporated is a Pennsylvania corporation engaged in the uniform manufacturing business.
Plaintiff began contributing to the Fund (including its predecessors) in 1972. Compl. ¶ 9. In November 2012, Plaintiff asked the Fund to provide it with an estimate of its withdrawal liability pursuant to the Multiemployer Pension Plan Amendments Act ("MPPAA").
By letter dated January 13, 2014, Plaintiff requested another withdrawal liability estimate. Compl. ¶ 31. In March 2014, while awaiting the estimate results, Plaintiff forwarded to Bock and Beasley a proposed Memorandum of Understanding ("MOU") as part of the ongoing negotiations for a new CBA. Compl. ¶ 33. The MOU provided that Plaintiff "will no longer make contributions to the present National Retirement Pension Fund. The foregoing shall be subject to [Plaintiff's] receipt and approval of the amount of withdrawal liability proposed to be assessed by the Fund." Compl. ¶ 33. After receiving the proposed MOU, Beasley proposed to Lurio that Plaintiff remove the second sentence from the above-quoted language. Compl. ¶ 34. Beasley stated that Plaintiff should wait to receive the updated estimate of withdrawal liability before entering into the MOU and that if Plaintiff was satisfied with the updated estimate, then the parties could enter into the MOU. Compl. ¶¶ 35-36. Plaintiff agreed to Beasley's suggestion and advised Defendant's representative, David C. Sapp, "that per Beasley's suggested approach to resolving the withdrawal liability issue, as a condition to settling the negotiations for a new CBA, [Plaintiff] was now waiting to receive the updated estimate from the Fund prior to entering into the MOU and withdrawing from the Fund." Compl. ¶ 37.
On April 8, 2014, the Fund provided Plaintiff with an updated estimate of $913,970. Compl. ¶ 40. The following day, Plaintiff signed a revised MOU and forwarded it to Bock and Beasley; the revised MOU provided that Plaintiff would withdraw from the Fund following ratification of the MOU by Plaintiff's union facilities. Compl. ¶¶ 43-44. By early May 2014, the final MOU was ratified by each of Plaintiff's union facilities and signed by Beasley and Bock. Compl. ¶ 47. On May 20, 2014, Sapp called Lurio and advised him that the Fund had changed its interest rate assumption from 7.5% to 3%. Compl. ¶ 50. This was "the first time that [Plaintiff] was given notice of the Fund's decision to change the interest rate assumption, change in actuary, or even that such a change was being considered by the Fund." Compl. ¶ 51. On June 9, 2014, Sapp wrote to Plaintiff, stating that Defendant had determined that Plaintiff incurred a complete withdrawal from the Fund effective June 1, 2014, and that the estimated withdrawal liability assessment was $3,027,697. Compl. ¶ 52. At that point, Plaintiff "was not able to change concessions it had made to the Union in connection with the Final MOU that was
In January 2015, Plaintiff filed the present Complaint, alleging counts of fraud, negligent misrepresentation, and equitable estoppel under federal common law and seeking declaratory and monetary relief against the Fund. Compl. ¶¶ 64-93. With respect to each of the counts, Plaintiff alleges that "[t]he Fund's representatives, including Bock, Beasley and Sapp, intentionally and fraudulently withheld information from [Plaintiff] insofar as they failed to advise [Plaintiff] that the Fund was contemplating and/or changing actuarial firms and its actuarial assumptions in 2014, and failed to advise [Plaintiff] that the withdrawal liability assessments would increase for withdrawals after 2013." Compl. ¶ 65. Further, Plaintiff alleges that Defendant "had a duty to timely disclose to [Plaintiff] that the Fund was contemplating changes, including its actuary and actuarial assumptions, and a duty to timely disclose to [Plaintiff] that it had changed actuaries and actuarial assumptions." Compl. ¶ 66. According to Plaintiff, the Fund "knew that a delay of [Plaintiff's] withdrawal from the Fund until 2014 would greatly increase [Plaintiff's] withdrawal liability," and the Fund's "failure to timely advise [Plaintiff] of the contemplated change, and the change, in actuaries and actuarial assumptions was material to [Plaintiff's] decision to not withdraw from the Fund in 2013." Compl. ¶ 68-69. Plaintiff "relied to its detriment on the Fund's omissions, statements and actions insofar as [Plaintiff] did not withdraw from the Fund until 2014, thereby greatly increasing its withdrawal liability." Compl. ¶ 70. Moreover, "[i]n 2014, the Fund knew that [Plaintiff] was relying on the Fund's withdrawal liability estimates when [Plaintiff] agreed to the Final MOU with the Union and withdrawal from the Fund in 2014." Compl. ¶ 72.
Further, Plaintiff alleges that "[t]he Fund made a material misrepresentation to [Plaintiff] when the Fund advised [Plaintiff] on April 8, 2014, that the estimated withdrawal liability ... was $913,970, since the Fund failed to disclose to [Plaintiff] the change in the Fund actuary and the change in its assumptions for calculating withdrawal liability." Compl. ¶ 74. Plaintiff alleges that "at the time the Fund advised [Plaintiff] on April 8, 2014, that the estimated withdrawal liability for [Plaintiff] was $913,970, the Fund knew about the change in the Fund actuary, the change in its assumptions for calculating withdrawal liability, and that the withdrawal liability would be greatly in excess of $913,970." Compl. ¶ 75. Plaintiff "relied to its detriment on the Fund's statements and omissions insofar as if [Plaintiff] had known about the change in actuaries and actuarial assumptions, [it] would have not withdrawn from the Fund in 2014, or agreed to the final MOU." Compl. ¶ 77.
In light of the above allegations, Plaintiff seeks a declaration that the amount of its withdrawal liability is $913,970, which is the figure cited in the April 2014 withdrawal liability estimate. Compl. ¶ 89. Concurrently with the present action, and pursuant to the MPPAA, Plaintiff has also initiated arbitration with the American Arbitration Association regarding the withdrawal liability assessment. Compl. ¶ 61. Plaintiff has requested that the arbitration
On March 20, 2015, Defendant filed the Motion to Dismiss under consideration here. Defendant argues that the Court should dismiss the Complaint pursuant to Rule 12(b)(1) of the Federal Rules of Civil Procedure for lack of subject matter jurisdiction in light of ERISA's mandatory arbitration provision. In the alternative, Defendant argues that the Court should dismiss the Complaint pursuant to Rule 12(b)(6) because Plaintiff has failed to state a claim for relief under federal common law. The Court held oral argument on Defendant's Motion on June 11, 2015.
A district court considering a motion pursuant to Rule 12(b)(1) must first determine whether that motion presents a "facial" attack or a "factual" attack on the claim at issue "because that distinction determines how the pleading must be reviewed." Moore v. Angie's List, Inc., No. CIV.A. 15-1243, 118 F.Supp.3d 802, 805, 2015 WL 4669209, at *1 (E.D.Pa. Aug. 7, 2015) (quoting Constitution Party of Pa. v. Aichele, 757 F.3d 347, 357 (3d Cir.2014)). A facial challenge contests the sufficiency of the complaint because of a defect on its face — such as lack of diversity among the parties or the absence of a federal question. Id. In a facial challenge, the Court must consider the allegations of the complaint as true and consider only those allegations in the complaint, and the documents attached thereto, in the light most favorable to the plaintiff to determine whether the plaintiff has sufficiently alleged a basis for subject-matter jurisdiction. Id. Thus, when confronted with a facial challenge, the Court applies the identical standard of review that it uses in considering a motion to dismiss under Rule 12(b)(6). Id. A factual attack, on the other hand, asserts that the factual underpinnings of the basis for jurisdiction fails to "comport with the jurisdictional prerequisites." Id. (quoting United States ex rel. Atkinson v. Pa. Shipbuilding Co., 473 F.3d 506, 514 (3d Cir.2007)). Such an evaluation may occur at any stage of the proceeding, but only once the defendant has filed an answer. Id. Here, Defendant has not yet filed an answer, and the Court will accordingly review Defendant's Motion as a facial attack on Plaintiff's claim.
The defendant bears the burden of demonstrating that a plaintiff has failed to state a claim upon which relief can be granted. Hedges v. United States, 404 F.3d 744, 750 (3d Cir.2005) (citing Kehr Packages, Inc. v. Fidelcor, Inc., 926 F.2d 1406, 1409 (3d Cir.1991)). This Court must "accept all factual allegations as true, construe the complaint in the light most favorable to the plaintiff, and determine whether, under any reasonable reading of the complaint, the plaintiff may be entitled to relief." See Phillips v. Cnty. of Allegheny, 515 F.3d 224, 233 (3d Cir.2008) (quoting Pinker v. Roche Holdings Ltd., 292 F.3d 361, 374 n. 7 (3d Cir.2002)) (internal quotation marks omitted).
Except as provided in Federal Rule of Civil Procedure 9, a complaint is sufficient if it complies with Rule 8(a)(2), which requires "a short and plain statement of the
First, the Court observed, "the tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions." Id. at 678, 129 S.Ct. 1937. Thus, "[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice" to survive the motion; "instead, `a complaint must allege facts suggestive of [the proscribed] conduct.'" Id.; Phillips, 515 F.3d at 233 (quoting Twombly, 550 U.S. at 563 n. 8, 127 S.Ct. 1955). While Rule 8, which requires only "a short and plain statement of the claim showing that the pleader is entitled to relief," was "a notable and generous departure from the hyper-technical, code-pleading regime of a prior era, ... it does not unlock the doors of discovery for a plaintiff armed with nothing more than conclusions." Iqbal, 556 U.S. at 678-79, 129 S.Ct. 1937 ("Rule 8 ... demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation." (citing Twombly, 550 U.S. at 555, 127 S.Ct. 1955)); see Fed. R. Civ. P. 8(a)(2). For "without some factual allegation in the complaint, a claimant cannot satisfy the requirement that he or she provide not only `fair notice' but also the `grounds' on which the claim rests." Phillips, 515 F.3d 224, 232 (citing Twombly, 550 U.S. at 555 n. 3, 127 S.Ct. 1955).
Second, the Court emphasized, "only a complaint that states a plausible claim for relief survives a motion to dismiss. Determining whether a complaint states a plausible claim for relief ... [is] a context-specific task that requires the reviewing court to draw on its judicial experience and common sense." Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. Only if "the `[f]actual allegations... raise a right to relief above the speculative level'" has the plaintiff stated a plausible claim. Phillips, 515 F.3d at 234 (quoting Twombly, 550 U.S. at 555, 127 S.Ct. 1955). This is because Rule 8(a)(2) "requires not merely a short and plain statement, but instead mandates a statement `showing that the pleader is entitled to relief.'" See id., 515 F.3d at 234 (quoting Fed. R. Civ. P. 8(a)(2)). If "the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged — but it has not `show[n]' — `that the pleader is entitled to relief.'" Iqbal, 556 U.S. at 679, 129 S.Ct. 1937 (quoting Fed. R. Civ. P. 8(a)(2)). "Detailed factual allegations" are not required, id. at 678, 129 S.Ct. 1937 (quoting Twombly, 550 U.S. at 555, 127 S.Ct. 1955), but a claim must be "nudged... across the line from conceivable to plausible," id. at 680, 129 S.Ct. 1937 (quoting Twombly, 550 U.S. at 570, 127 S.Ct. 1955).
"The plausibility standard is not akin to a `probability requirement,'" but there must be "more than a sheer possibility that a defendant has acted unlawfully." Id. at 678, 129 S.Ct. 1937 (quoting Twombly, 550 U.S. at 556, 127 S.Ct. 1955). "Where a complaint pleads facts that are `merely consistent with' a defendant's liability, it `stops short of the line between possibility and plausibility of "entitlement
Independent of the standard governing motions to dismiss under Rule 12(b)(6), Rule 9(b) imposes a heightened pleading standard with respect to a claim of fraud. The first sentence of the Rule states that: "In alleging fraud or mistake, a party must state with particularity the circumstances constituting fraud or mistake." Fed. R. Civ. P. 9(b). Thus, "Rule 9(b) requires plaintiffs to plead with particularity the `circumstances' of the alleged fraud in order to place the defendants on notice of the precise misconduct with which they are charged, and to safeguard defendants against spurious charges of immoral and fraudulent behavior." Seville Indus. Mach. Corp. v. Southmost Mach. Corp., 742 F.2d 786, 791 (3d Cir.1984). However, in applying the first sentence of Rule 9(b), "courts must be sensitive to the fact that its application, prior to discovery, may permit sophisticated defrauders to successfully conceal the details of their fraud." Christidis v. First Pa. Mortg. Trust, 717 F.2d 96, 99-100 (3d Cir.1983).
Under the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended by the Multiemployer Pension Plan Amendments Act of 1980 ("MPPAA" or "the Act"), 29 U.S.C. §§ 1381-1461, employers may make contributions to one or more pension plans on behalf of their employees who belong to a participating union. Flying Tiger Line v. Teamsters Pension Trust Fund of Phila., 830 F.2d 1241, 1243 (3d Cir.1987). "Congress enacted [the] MPPAA in particular because it found that existing legislation `did not adequately protect plans from the adverse consequences that resulted when individual employers terminate[d] their participation in, or withdr[e]w from, multiemployer plans.'" Id. (quoting Pension Benefit Guar. Corp. v. R.A. Gray & Co., 467 U.S. 717, 722, 104 S.Ct. 2709, 81 L.Ed.2d 601 (1984)). The MPPAA "addressed this problem by assessing such employers with withdrawal liability, defined in the statute as the employer's adjusted `allocable amount of unfunded vested benefits.'" Id. (quoting 29 U.S.C. § 1381(b)(1)).
The Act provides "a series of complex formulas by which a withdrawal liability sum is to be calculated." Carl Colteryahn Dairy, Inc. v. W. Pa. Teamsters & Employers Pension Fund, 847 F.2d 113, 117 (3d Cir.1988) (citing 29 U.S.C. § 1391). The Act also includes provisions for "the quick and informal resolution of withdrawal liability disputes." Flying Tiger, 830 F.2d at 1243.
Id.
"If a dispute remains, either party may initiate arbitration proceedings." Id. The Act provides that "[a]ny dispute between an employer and the plan sponsor of a multiemployer plan concerning a determination made under sections 1381 through 1399 of ... title [29] shall be resolved through arbitration. Either party may initiate the arbitration proceeding within
Defendant argues that this Court lacks subject matter jurisdiction over the present dispute in light of the "arbitrate first" mandate of the MPPAA. Specifically, Defendant contends that the essence of Plaintiff's claim is a challenge to the Fund's determination of Plaintiff's withdrawal liability, and Plaintiff's only goal in this litigation is "that this Court recalculate [Plaintiff's] withdrawal liability to a lesser amount than the Fund's assessment." Def.'s Mem. Supp. Mot. 2, ECF No. 13. According to Defendant, this is "precisely" the type of grievance identified by the arbitration mandate of 29 U.S.C. § 1401(a)(1): a dispute regarding a determination of Plaintiff's withdrawal liability pursuant to 29 U.S.C. §§ 1381(a) and 1391.
Plaintiff argues that under this Circuit's precedent, the arbitrate-first mandate is reserved for "technical calculation issues," and that the common law claims raised here are outside the technical expertise of the arbitrator and consequently are properly before this Court. Pl.'s Mem. Supp. Resp. Def.'s Mot. 14, ECF No. 16-1. In particular, Plaintiff argues that the Court should be guided by the Court of Appeals for the Third Circuit's decision in Colteryahn, in which the court held that under the federal common law of pension plans, "a defrauded employer has a cause of action for the return of any sums that were fraudulently assessed by a pension plan." Id. (quoting Colteryahn, 847 F.2d at 115).
In Colteryahn, an employer alleged that it had been fraudulently induced by a multiemployer pension fund to accede to a merger of the fund with another plan to which the employer belonged through a series of misrepresentations and concealments that violated ERISA and directly led to an improper assessment of withdrawal liability. Colteryahn, 847 F.2d at 115. The court considered the applicability of the arbitrate-first mandate, which as noted above applies to any dispute between an employer and the plan sponsor of a multiemployer plan concerning a determination made under sections 1381 through 1399 of title 29, and determined that these sections of ERISA are "technical provisions, describing how and when withdrawal liability is to be assessed" that "provide no basis for either adjusting or
Defendant contends that the holding in Colteryahn is limited to cases in which a plaintiff alleges that it was fraudulently induced to join a pension plan. Def.'s Mem. Supp. Mot. 14. However, the Court agrees with Plaintiff that Colteryahn is not so limited and that the decision applies more generally to cases in which, as here, a plaintiff raises claims of fraud and misrepresentation that "concern events external to the actual calculation of the assessments" — in this instance, Defendant's alleged failure to advise Plaintiff of its change in actuaries and actuarial assumptions. See also Bd. of Trustees of Trucking Employees of N. Jersey Welfare Fund, Inc.-Pension Fund v. Centre, 983 F.2d 495, 507 (3d Cir.1992) (rejecting an unduly "expansive reading" of 29 U.S.C. § 1401(a)(1)). Accordingly, "[t]he Court concludes, based on the reasoning of [Colteryahn], that these claims of misrepresentation are sufficiently removed from the arbitrable issues of assessing withdrawal liability that the Court is able to address the claims prior to arbitration." See EUSA-Allied Acquisition Corp. v. Teamsters Pension Trust Fund of Phila. & Vicinity, No. CIV.A. 11-3181, 2012 WL 1033012, at *6 (D.N.J. Mar. 26, 2012).
Defendant contends that "[e]ven assuming, arguendo, that the Court has subject matter jurisdiction to hear this dispute ... it should still dismiss the Complaint because Plaintiff has failed to state a claim for relief." Def.'s Mem. Supp. Mot. 16. With respect to Plaintiff's fraud claim, Defendant contends that Plaintiff's claim must fail because "Plaintiff does not identify, with particularity, any specific misrepresentation." Id. Nor, according to Defendant, is Plaintiff able to support a claim of fraud by omission, because Plaintiff has
Plaintiff does not allege or argue that Defendant made a positive misrepresentation. Rather, Plaintiff alleges that Defendant committed fraud, negligent misrepresentation, and equitable estoppel by omission when it failed to advise Plaintiff of its actuarial changes. Plaintiff alleges that Defendant's duty to disclose such changes arises from two sources: (1) Section 101 of ERISA, which imposes a "duty of disclosure and reporting" on plan administrators, and (2) a common law duty resulting from a relation of trust and confidence between the parties. First, with respect to Section 101 of ERISA, Plaintiff argues that Defendant had a duty to "provide accurate information" to Plaintiff, "including specifically explaining how the estimated liability amount was determined." Pl.'s Mem. 28. Plaintiff contends that "[b]y failing to advise [it] of the change in actuaries and actuarial assumptions, [Defendant] misrepresented [Plaintiff's] withdrawal liability" and thus violated its duty of disclosure. Id. Second, Plaintiff argues that Defendant had a duty to disclose under the common law, as described by the Restatement (Second) of Torts § 551, Liability for Nondisclosure, which provides that "[o]ne party to a business transaction is under a duty to exercise reasonable care to disclose to the other before the transaction is consummated ... matters known to him that the other is entitled to know because of a fiduciary or other similar relation of trust and confidence between them." Id. (quoting Restatement (Second) of Torts § 551 (Am. Law Inst.1977)). Plaintiff does not allege that it had a fiduciary relationship with Defendant under ERISA, but contends that the two parties were nevertheless in a "relation of trust and confidence" in which Defendant was bound to disclose information about its changes in actuaries and actuarial assumptions. Pl.'s Mem. 29.
In order to establish a common law fraud claim, a plaintiff must allege with particularity that: (a) the defendant made a misrepresentation to the plaintiff; (b) the misrepresentation made by defendant was fraudulent; (c) the misrepresentation was of a material fact; (d) the defendant intended that the plaintiff rely on the defendant's misrepresentation; (e) the plaintiff relied on the misrepresentation and (f) the plaintiff's reliance on the defendant's misrepresentation was a substantial factor in bringing about the harm suffered by the plaintiff. Fernander v. Amanze, No. CIV.A. 02-603, 2007 WL 4083769, at *4 (E.D.Pa. Nov. 15, 2007). "An omission is actionable as a fraudulent misrepresentation where there is a duty to disclose." Id.
In arguing for the existence of such a duty, Plaintiff relies first on Section 101 of ERISA, 29 U.S.C. § 1021, which sets forth a pension plan's "duty of disclosure and reporting" with respect to plan participants, beneficiaries, the Secretary of Labor, employers, and other entities. With respect to employers in particular, § 1021(l) provides that the sponsor or administrator of a multiemployer plan shall, upon written request, furnish to any employer who has an obligation to contribute to the plan a "notice of withdrawal liability." Specifically, the plan administrator is required to provide the following information:
29 U.S.C. § 1021(l). Any required notice of potential withdrawal liability must be provided to the requesting employer within 180 days after the request is made. Id.
As described above, Plaintiff requested an updated withdrawal liability estimate from Defendant by a letter dated January 13, 2014, and Defendant provided the estimate by a letter signed by David C. Sapp and dated April 8, 2014, which is within the 180-day limit set by the statute. Compl. ¶ 31; Compl. Ex. D, ECF No. 1. In the letter, Sapp stated that Plaintiff's estimated withdrawal liability "for the plan year beginning January 1, 2013" was $913,970. Compl. Ex. D. Attached to the letter was a worksheet detailing the calculations used to reach this figure. Plaintiff is not challenging in this action the accuracy of the $913,970 figure or the calculations included in the accompanying worksheet.
Plaintiff points to the requirement in § 1021(l) that the plan provide an explanation of "the application of any relevant limitations on the estimated withdrawal liability" and suggests that Defendant did not provide a sufficient explanation of such limitations. Defendant argues that the "relevant limitations" to which the statute refers are limitations on the withdrawal liability and not limitations on the estimate thereof. Def.'s Reply Br. 7, ECF No. 17. In any event, even if "relevant limitations" is understood to refer to limitations on the estimate, Defendant's letter provided sufficient explanation of such limitations. Defendant's letter stated:
Compl. Ex. D.
Plaintiff contends that Defendant's letter should have stated not merely that the actuarial assumptions and methodology for a withdrawal in 2014 "may" be different and that such differences "may" cause the withdrawal liability to be materially different, but that in fact the actuarial assumptions and methodology "would" be different and that such differences "would" cause the withdrawal liability to be materially different. Pl.'s Mem. 32. However, there is no basis for reading into the statute a requirement that a plan provide notice of current or future changes in its actuarial assumptions or methodology. Rather, as discussed above, the statute requires only that the plan provide the estimated withdrawal liability if the employer withdrew on the last day of the plan year preceding the date of the request, along with an explanation of how such estimated liability amount was determined. Accordingly, Defendant's failure to advise Plaintiff in the April 2014 notice letter of the alleged actuarial changes did not violate the requirements of § 1021(l).
Second, Plaintiff argues that under common law the two parties were in a "fiduciary relationship or other similar relation of trust and confidence" in which Defendant was required to inform Plaintiff of "matters known to [Defendant] that [Plaintiff] is entitled to know," including changes in Defendant's actuarial methods. As noted above, Plaintiff does not contend that it was in a fiduciary relationship with Defendant under ERISA, and indeed in Colteryahn the Third Circuit Court of Appeals clearly rejected the notion of such a relationship between a plan and employer, observing that "[f]iduciary duties under ERISA, as a general rule, are owed to participants and beneficiaries only," meaning that there can be no claim that a fund "acted in breach of a statutory fiduciary duty to act in the best interests of [an employer] ... because [a] Fund ha[s] no such duty." Colteryahn, 847 F.2d at 119. Moreover, courts have resisted attempts to create "a back-door way of imposing fiduciary responsibilities on trustees vis-a-vis employers." Digeronimo Aggregates, LLC v. Zemla, No. 1:13-CV-1208, 2013 WL 5781172, at *4 (N.D.Ohio Oct. 25, 2013), aff'd, 763 F.3d 506 (6th Cir.2014), cert. denied, ___ U.S. ___, 135 S.Ct. 980, 190 L.Ed.2d 835 (2015); see also Nat'l Shopmen Pension Fund v. Burtman Iron Works, Inc., 148 F.Supp.2d 60, 67 (D.D.C. 2001) ("Defendants argue that the trustees should waive these fees because of [employer's] extremely poor financial condition. Defendants are mistaken in asserting that the Trustees have a duty to help maintain the financial viability of a member employer."); NYSA-ILA Med. & Clinical Servs. Fund v. Golten Marine Co., No. 91 CIV. 4707, 1994 WL 800706, at *7 (S.D.N.Y. Dec. 21, 1994) (finding that a pension fund "had no affirmative duty to inform defendant [employer] of the rate increase" with respect to contributions to the fund).
Plaintiff argues that even if there was not a fiduciary relationship between the parties under ERISA, they were nevertheless engaged in a "similar relation of trust and confidence" in which Defendant had a duty of disclosure.
Here, the Complaint has not alleged the existence of a relation of trust and confidence, nor has Plaintiff alleged that it surrendered substantial control of its affairs to Defendant, or any other facts to support the existence of a relation of trust and confidence between the parties. Nor has Plaintiff averred facts sufficient to plausibly allege that a duty of disclosure existed under any other theory found in the common law.
As Defendant points out, "[e]quitable estoppel is not a cause of action, but a judicial doctrine that bars the assertion of a claim or defense." Medley v. Cnty. of Montgomery, No. CIV.A. 12-1995, 2012 WL 2912307, at *4 (E.D.Pa. July 17, 2012); see also Prusky v. Phoenix Life Ins. Co., No. CIV.A. 02-6010, 2003 WL 1256225, at *6 (E.D.Pa. Mar. 4, 2003) (finding that "neither Pennsylvania law nor the United States Court of Appeals for the Third Circuit recognizes equitable estoppel as a separate cause of action").
The Court finds that it has jurisdiction over the present dispute but that Plaintiff has failed to state a claim upon which relief can be granted. The Court will therefore grant Defendant's Motion to Dismiss, but will permit Plaintiff to amend its Complaint in accordance with this Opinion. An appropriate Order follows.
