George C. Hanks Jr., United States District Judge.
Before the Court is Defendant Reliance Standard Life Insurance Company's Motion to Dismiss Pursuant to FED. R. CIV. P. 12(b)(6). Dkt. 8. This case stems from Reliance's decision to discontinue long-term disability payments to Peters. It did so after learning that Peters had entered a settlement agreement ("Agreement") with his employer. The Agreement allegedly released his employer and its insurers from liability. Peters claims that the Agreement did not release Reliance from its responsibility to continue paying disability benefits. For the reasons that follow, the Court
The undisputed facts, in the light most favorable to plaintiff as the non-moving party, are as follows. Reginald Peters ("Peters") was employed with Averitt Express, Inc. ("Averitt"). Peters obtained disability insurance with the defendant, Reliance Standard Life Insurance Company ("Reliance"), through his employment with Averitt. In 2011, Peters sustained injuries
The following sections of the Confidential Settlement, Indemnity and Release Agreement are relevant to this case:
Dkt. 8-2.
Reliance had paid Peters long-time disability benefits as required by the policy. However, Reliance ceased payments when it learned of the Agreement. When the payments stopped, Peters brought the instant suit against Reliance. Dkt. 1. According to Peters, Reliance's decision to cease paying long-term disability benefits: 1) was improper; 2) was improperly motivated by an attempt to avoid its obligations to pay benefits; and 3) interfered with his right to receive disability benefits. Id. The Complaint therefore asserted causes of action for: 1) denial of benefits; 2) breach of fiduciary duty; and 3) interference, seeking damages and injunctive relief. Id.
In its motion to dismiss, Reliance argues that Peters released it from any obligation to continue paying long-term disability benefits when he entered into the Agreement with Averitt. Dkt. 8. Its motion to dismiss points to language in the Agreement that 1) names Averitt's `insurers' as Releasees; and 2) discharges all Releasees from — inter alia — long-term disability or insurance claims. Id. Peters counters that Reliance was not a party to the Agreement, which did not specifically name Reliance as a Releasee — although it did expressly identify several other insurers of Averitt. Dkt. 9.
Through the Complaint, the motion to dismiss, and the parties' responsive pleadings and filings with the Court, Peters and Reliance disagree on many points of fact and law. However, two central issues have emerged: 1) the applicable law to apply and 2) whether, under the appropriate law, Peters released Reliance from its obligation to pay disability benefits.
The parties agree that the Court has federal question jurisdiction over this case pursuant to 28 U.S.C. § 1331 and — specifically — the Employee Retirement Income Security Act of 1974 ("ERISA"). See 29 U.S.C. § 1132(e)(1).
Pursuant to Rule 8 of the Federal Rules of Civil Procedure, a pleading must contain "a short and plain statement of the claim showing that the pleader is entitled to relief." Fed. R. Civ. P. 8(a)(2). A Rule 12(b)(6) motion tests the formal sufficiency of the pleadings and is "appropriate when a defendant attacks the complaint because it fails to state a legally cognizable claim." Ramming v. United States, 281 F.3d 158, 161 (5th Cir. 2001), cert. denied sub nom. Cloud v. United States, 536 U.S. 960, 122 S.Ct. 2665, 153 L.Ed.2d 839 (2002).
To defeat a motion to dismiss pursuant to Rule 12(b)(6), a plaintiff must plead "enough facts to state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). "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." Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (citing Twombly, 550 U.S. at 556, 127 S.Ct. 1955). The court must accept the factual allegations of the complaint as true, view them in a light most favorable to the plaintiff,
Rule 12(b)(6) motions to dismiss are "viewed with disfavor and [are] rarely granted." Arnett v. Aetna Life Ins. Co., No. CV H-15-2723, 2016 WL 6883203, at *2 (S.D. Tex. Apr. 14, 2016) (citing Turner v. Pleasant, 663 F.3d 770, 775 (5th Cir. 2011)). A complaint need not address every potential affirmative defense to survive a motion to dismiss. Am. Surgical Assistants, Inc. v. Great W. Healthcare of Texas, Inc., No. CIV.A.H-09-0646, 2010 WL 565283, at *2 (S.D. Tex. Feb. 17, 2010) (citing Hall v. Hodgkins, 305 Fed.Appx. 224, 228 n. 1 (5th Cir.2008)). However, "[a]n exception to this rule may apply if the plaintiff has alleged facts plainly indicating that an affirmative defense does apply." Id. Further, "where facts alleged in Plaintiff's pleadings make clear that a claim is barred, dismissal under Rule 12(b) may be granted." In re Dynegy, Inc. Securities Litigation, 339 F.Supp.2d 804, 819 (S.D. Tex. 2004).
Congress enacted ERISA to regulate employee benefit plans. Aetna Health, Inc. v. Davila, 542 U.S. 200, 208, 124 S.Ct. 2488, 159 L.Ed.2d 312 (2004). Any plan that is "established or maintained by an employer ... for the purpose of providing for its participants or their beneficiaries... benefits in the event of sickness, accident, disability, death, or unemployment" is governed by ERISA. See 29 U.S.C. § 1002(1). The parties agree that the instant claims are governed by ERISA. Though never expressly stated, the Court finds that the Complaint's three causes of action are made pursuant to the following ERISA provisions: 1) 29 U.S.C. § 1132(a)(1)(B) and (3) for denial of benefits; 2) 29 U.S.C. §§ 1104, 1109, and 1132(a)(2) for breach of fiduciary duties; and 3) 29 U.S.C. § 1140 for interference.
The parties further agree that federal common law controls.
The parties agree that federal law controls, but disagree whether sufficiently on-point federal common law exists to determine the reach of the Agreement's release. Reliance argues that Chaplin v. NationsCredit Corp., 307 F.3d 368 (5th Cir. 2002) provides sufficient guidance to find that it was released by the Agreement. Peters disagrees. He argues that the facts in Chaplin are sufficiently distinguished from the present facts as to preclude reliance on Chaplin. Peters avers that no
Peters supports this argument with an Eastern District of Virginia opinion. Dkt. 19 (citing Davis v. Old Dominion Tobacco Co., 755 F.Supp.2d 682, 692 (E.D. Va. 2010)). The court in Davis decided to rely on Virginia state law for guidance in determining whether to enforce a settlement agreement regarding several federal claims.
Kendall, 174 F.3d at 441 n.1.
The majority of federal circuits apply a `knowing and voluntary' standard to determining the validity of a waiver.
Clayton, 722 F.3d at 292, 292 n.13. The Court therefore finds that it may rely entirely upon federal common law in determining whether to enforce the Agreement's release against Peters as it applies to Reliance.
The Court initially addresses Reliance's burden to establish several threshold facts. Here, the parties do not dispute that: 1) Peters signed a release that addresses the claims at issue; or 2) he received adequate compensation (here, $2,500,000). Assuming a valid release, Peters's pursuit of injunctive relief against Reliance would constitute a breach of said release. Reliance has therefore met its initial burden, which now switches to Peters to show, under the totality of the circumstances, that the release is invalid.
Peters attempts to demonstrate the invalidity of the release by arguing that Reliance was not a party to the agreement. Peters further argues that the language of the agreement, which specifically names some insurers — while not naming Reliance — is evidence of the signing parties' intent that Reliance should not be included among the Releasees. Examining the relevant O'Hare factors, it is clear that Peters is unable to make such a showing.
First, there is scant evidence of any facts to suggest that factors (1) through (3) should be decided in either party's favor. The Court therefore focuses its attention on the remaining three factors:
The Agreement specifies that `Releasees' include Averitt and its insurers and indemnitors. Dkt. 8-2, ¶ I.B. Under the heading "General Release," the Agreement specifies that Peters, in exchange for consideration, "RELEASE[S], ACQUIT[S], and FOREVER DISCHARGE[S] Releasees of and from any and all past, present and future claims ... including, but not limited to, all ... long term disability benefits...." Reliance is the sole provider of Averitt's long term disability insurance. Dkt. 10, ¶ II.A. To be sure, the Agreement is broad. However, the entity (the insurer) and the category (long term disability benefits) are both expressly denoted here. The Court therefore finds that the Agreement is sufficiently clear on the following point: Peters was releasing Averitt and its insurer Reliance from the obligation to pay long term disability benefits in exchange for the consideration received.
Peters points to the Agreement's definition of `Releasees," which names Averitt's "insurers and indemnitors (specifically including, but not limited to, Lexington Insurance Company, American International Group, Inc.)." According to Peters, the Agreement's failure to specifically identify Reliance where other insurers are identified in the same paragraph shows the parties' intent that Reliance should not be included among the Releasees. Dkt. 9. However, the Court must give effect to the plain language of the "but not limited to" clause. This is especially true where, as here, neither of the identified insurers provided long term disability insurance as did Reliance.
This factor is easily demonstrated through the record before the Court.
Taking the pleadings as true, Peters continues to suffer from traumatic brain injury and post-traumatic stress disorder. These injuries are described as "serious." As assembled from Peters's Complaint in Texas state court, his injuries appear serious indeed: Peters was struck and hit with a tractor-trailer travelling at an excessive rate of speed that caused Peters "severe neurological, head, neck, back, shoulder, and other bodily injuries." Dkt. 8-1, ¶ 6. These injuries to "his body and cognition... resulted in physical pain, mental anguish, and other medical problems." Id. at ¶ 9. These problems include "severe pain, disfigurement, physical impairment, discomfort, mental anguish and distress" that will, "in all reasonable probability ... continue indefinitely." Id. Peters also suffered "a loss of earnings in the past, as well as a loss of future earning capacity ... and will continue to incur in the future pharmaceutical and medical expenses in connection with his injuries." Id.
The record before the Court does not include the amount of Reliance's periodic long-term disability payments to Peters, medical professionals' estimates of the length of time he would suffer from these injuries, or the dollar amount of medical and pharmaceutical bills that Peters could expect to pay in the future. The record instead shows that Peters received $2,500,000 as consideration for signing the general release. Given the sparse record, comparing the $2,500,000 to `the employee benefits to which the employee was already entitled by contract or law' is a futile exercise. However, the Court can, at the very least, make a broad generalization. Spread over monthly payments for the course of twenty years, the consideration received by Peters would amount to almost $10,500 per month. This amount is almost certainly in excess of his employee benefits.
Because Peters's pleadings make clear that his claim is barred, Reliance's motion to dismiss is hereby
