KATHLEEN CARDONE, District Judge.
On this day, the Court considered Defendant Aetna Life Insurance Company's Motion and Brief in Support of its Motion to Dismiss for Failure to State a Claim for Relief (FRCP 12(b)(6)), and, In the Alternative, Motion to Strike (FRCP 12(f)) ("Aetna's Motion"), ECF No. 12, as well as Defendant Energy Transfer Partners GP, L.P.'s and Defendant Energy Partners GP, L.P. Long Term Disability Plan's Motion to Dismiss for Failure to State a Claim and Motion to Strike ("Energy Defendants' Motion"), ECF No. 13, in the above-captioned case (the "Case"). For the reasons set forth below, Aetna's Motion is
On February 21, 2013, Plaintiff filed his Original Complaint in County Court at Law No. 5 in El Paso, Texas. Defs.' Notice of Removal Ex. 1 ("Plaintiff's Original Complaint"), ECF No. 1-1. In the Original Complaint, Plaintiff claimed that Defendants are liable under 29 U.S.C. § 1132(a)(1)(B) for denying Plaintiff benefits under an employee benefit plan (the "Plan") governed by the Employee Retirement Income Security Act, 29 U.S.C. §§ 1001-1461 ("ERISA"). Pl.'s Original Compl. ¶¶ 21-23. Plaintiff's Original Complaint included requests for extracontractual and punitive damages, as well as a demand for a jury trial. Id. ¶¶ 25, 27-28, 31. On April 19, 2013, Defendant Energy Transfer Partners GP, L.P. ("Energy") and Defendant Energy Partners GP, L.P. Long Term Disability Plan ("Energy Plan") (collectively, "Energy Defendants") removed the Case and invoked this Court's jurisdiction under 28 U.S.C. § 1331. Defs.' Notice of Removal, ECF No. 1.
Defendant Aetna Life Insurance Company ("Aetna") then filed its Motion to Strike on May 8, 2013. [Aetna's] Motion and
On May 28, 2013, nearly three weeks after Aetna filed the Motion to Strike, but before the Court had an opportunity to rule on it, Plaintiff filed an Amended Complaint. Pl.'s Am. Compl., ECF No. 6. The Amended Complaint retains Plaintiff's original claim for denial of benefits under 29 U.S.C. § 1132(a)(1)(B) ("Count I"), and raises three new claims under various provisions of ERISA and federal common law. Id. ¶¶ 27-40. The first new claim ("Count II") alleges that Defendants failed to comply with ERISA's disclosure obligations set forth in 29 U.S.C. §§ 1132(c), 1022(a), and 1024(b). Pl.'s Am. Compl. ¶¶ 31-33. The second ("Count III") alleges that Defendants breached their fiduciary duties to Plaintiff under 29 U.S.C. §§ 1104(a)(1), 1132(a)(3), and 1109(a). Pl.'s Am. Compl. ¶¶ 34-38. The third new claim ("Count IV") alleges that principles of federal common law estoppel and equity preclude Defendants from denying Plaintiff past and future disability benefits. Pl.'s Am. Compl. ¶¶ 39-40.
On June 26, 2013, Aetna filed Aetna's Motion in the Case. Aetna's Motion seeks to dismiss Counts II-IV against Aetna pursuant to Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim upon which the Court may grant relief. Aetna's Mot. 1. Aetna's Motion does not seek to dismiss Count I under Rule 12(b)(6). See id. Aetna's Motion also seeks to strike from the Amended Complaint Plaintiff's request for extracontractual and punitive damages, as well as Plaintiff's request for a jury trial. Id.
On the same day, Energy Defendants filed Energy Defendants' Motion. Like Aetna's Motion, Energy Defendants' Motion seeks to dismiss Counts II-IV, but not Count I, against Energy Defendants pursuant to Rule 12(b)(6). Energy Defendants' Mot. 1-2. Energy Defendants also seek to strike Plaintiff's claims for extracontractual and punitive damages and request for a jury trial. Id. at 2.
The Court granted the Motion to Strike on July 8, 2013. Order, ECF No. 14 ("Motion to Strike Order"), 2013 WL 3442042. In granting the Motion to Strike, the Court "confine[d] its analysis to Plaintiff's claim for denial of benefits under 29 U.S.C. § 1132(a)(1)(B), and d[id] not address any aspects of the three new claims raised in Plaintiff's Amended Complaint." Mot. to Strike Order 3, 11. In other words, the Court only ruled that Plaintiff could not seek extracontractual or punitive damages or obtain a jury trial pursuant to Count I.
Plaintiff filed a response opposing both Aetna's Motion and Energy Defendants' Motion on July 16, 2013. Plaintiff's Response in Opposition to Defendants' Motions to Dismiss For Failure to State A Claim Or Alternative Motions to Strike (Docs. 12, 13), Or Alternative Motion for Leave to Amend (the "Response"), ECF No. 17. Additionally and alternatively, the Response seeks leave to further amend the Amended Complaint in the event that the Court deems any of Counts II-IV vulnerable to a motion to dismiss. Id. at 9.
Energy Defendants filed a Reply to the Response on July 23, 2013. [Energy Defendants'] Reply in Support of [Energy Defendants' Motion] (the "Reply"), ECF No. 19.
Plaintiff alleges the following relevant facts, which the Court assumes to be true for the purposes of this Order:
At all times relevant to this lawsuit, Energy Defendants maintained and Aetna underwrote the Plan for the benefit of Energy's employees. Pl.'s Am. Compl. ¶ 8. The Plan is covered by ERISA. Id. Both Energy Defendants and Aetna at all relevant times participated in and/or exercised control over the administration and management of the Plan. Id.; id. Ex. A, ECF No. 6-1.
Plaintiff previously worked as a truck driver for Energy. Id. ¶ 6. On or about April 29, 2009, Plaintiff was injured at work while acting within the scope of his employment. Id. This injury rendered Plaintiff totally disabled and unable to keep gainful employment. Id. ¶ 7. Plaintiff's physicians, as well as the Department of Veterans Affairs (the "Department"), concurred that Plaintiff was totally and permanently disabled and therefore unemployable. Id. ¶¶ 7, 13.
As a result of his disability, Plaintiff was entitled to receive monthly benefits under the Plan, id. ¶ 9, and Defendants initially approved Plaintiff for such benefits, id. ¶ 10. However, on or about July 28, 2011, Defendants terminated Plaintiff's claim for benefits, claiming that Plaintiff had failed to submit documentation sufficient to establish a continuing disability. Id. ¶¶ 11, 13. Defendants did so even though the Department and Plaintiff's physicians concluded that Plaintiff was totally and permanently disabled and unable to work. Id. Defendants' actions amount to an intentional refusal, without any reasonable basis, to provide Plaintiff the benefits to which he was entitled under the Plan. Id. ¶¶ 11-20, 45. Also, prior to rejecting Plaintiff's claim for benefits, Defendants actively misrepresented to Plaintiff that he would be entitled to the benefits to which he was ultimately denied. Id. ¶¶ 12, 21, 45.
Defendants' actions have damaged Plaintiff by denying him the benefits to which he is entitled. Id. ¶¶ 14, 22. Defendants have further caused Plaintiff loss of income, financial despair, damage to credit and reputation, stress, frustration, anxiety, anger, and mental anguish. Id. ¶¶ 14, 22, 44.
Plaintiff has exhausted all administrative remedies under the Plan except where exhaustion of remedies is not required or where pursuit of administrative remedies would be futile. Id. ¶ 25. Plaintiff has likewise satisfied all conditions precedent necessary to bring Counts I-IV. Id.
A motion to dismiss pursuant to Rule 12(b)(6) challenges a complaint on the basis that it fails to state a claim upon which relief may be granted. Fed.R.Civ.P. 12(b)(6). When ruling on a Rule 12(b)(6) motion, the Court must accept well-pleaded facts as true and view them in the light most favorable to the plaintiff. Calhoun v. Hargrove, 312 F.3d 730, 733 (5th Cir.2002); Collins v. Morgan Stanley Dean Witter, 224 F.3d 496, 498 (5th Cir.2000). Though a complaint need not contain "detailed" factual allegations, a plaintiff's complaint must allege sufficient facts "to state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007); accord Colony Ins. Co. v. Peachtree Constr., Ltd., 647 F.3d 248, 252 (5th Cir.2011). "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).
"[A] plaintiff's obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Twombly, 550 U.S. at 555, 127 S.Ct. 1955 (internal quotation marks omitted); Gulf Coast Hotel-Motel Ass'n v. Miss. Gulf Coast Golf Course Ass'n, 658 F.3d 500, 506 (5th Cir.2011). Ultimately, the "[f]actual allegations [in the complaint] must be enough to raise a right to relief above the speculative level." Twombly, 550 U.S. at 555, 127 S.Ct. 1955 (internal citation omitted). Nevertheless, a "well-pleaded complaint may proceed even if it strikes a savvy judge that actual proof of those facts is improbable, and `that a recovery is very remote and unlikely.'" Twombly, 550 U.S. at 556, 127 S.Ct. 1955 (quoting Scheuer v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974)). "Motions to dismiss under Rule 12(b)(6) `are viewed with disfavor and are rarely granted.'" Lormand v. U.S. Unwired, Inc., 565 F.3d 228, 232 (5th Cir.2009) (quoting Test Masters Educ. Servs., Inc. v. Singh, 428 F.3d 559, 570 (5th Cir.2005)).
Generally, "[i]n considering a motion to dismiss for failure to state a claim, a district court must limit itself to the contents of the pleadings, including attachments thereto." Collins, 224 F.3d at 498 (citing Fed.R.Civ.P. 12(b)(6)). However, the Fifth Circuit has "note[d] approvingly" that "[d]ocuments that a defendant attaches to a motion to dismiss are considered part of the pleadings if they are referred to in the plaintiff's complaint and are central to [his or] her claim." Id. at 498-99 (quoting Venture Assocs. Corp. v. Zenith Data Sys. Corp., 987 F.2d 429, 431 (7th Cir. 1993)).
Although Aetna and Energy Defendants offer different reasons in support of their respective Motions, the relief they request is the same: Aetna's Motion and Energy Defendants' Motion seek to dismiss Counts II-IV, strike Plaintiff's request for extracontractual and punitive damages as to all Counts, and strike Plaintiff's demand for a jury trial as to all Counts. The Court first addresses which, if any, of Counts II-IV should be dismissed for failure to state a claim upon which relief can be granted, and against which Defendants. The Court then discusses whether a jury trial or extracontractual or punitive damages are available for the surviving Counts, if any.
In ruling on Aetna's Motion and Energy Defendants' Motion, the Court considers
Count II alleges that Defendants failed to satisfy the disclosure requirements established by ERISA. Pl.'s Am. Compl. ¶¶ 31-33. Aetna argues that only a plan "administrator" may be found liable for violations of 29 U.S.C. §§ 1132(c)(1), 1022(a), and 1024(b), and that Energy, rather than Aetna, is the administrator of the Plan as that term is defined in 29 U.S.C. § 1002(16)(A).
ERISA imposes several disclosure obligations upon administrators of employee benefit plans. See, e.g., 29 U.S.C. §§ 1132(c)(1), 1022(a), 1024(b). Congress enacted these provisions "to ensure that `the individual participant knows exactly where he [or she] stands with respect to the plan.'" Newell ex rel. Snow v. Aetna Life Ins. Co., No. CIV.A. 302-CV-0475M, 2002 WL 1840925, at *3 (N.D.Tex. Aug. 8, 2002) (quoting Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 118, 109 S.Ct. 948, 103 L.Ed.2d 80 (1989)). Two sets of ERISA disclosure requirements are relevant here. The first, 29 U.S.C. § 1132(c)(1), requires the plan administrator to, among other things, timely comply with a participant or beneficiary's request for certain specified types of information.
The second set of disclosure requirements, set forth in 29 U.S.C. §§ 1022(a) and 1024(b), requires the administrator to provide a summary plan description to the participant or beneficiary that contains the information described in 29 U.S.C. § 1022(b).
Whereas 29 U.S.C. § 1132(c)(1) requires the participant or beneficiary to affirmatively request the information before the administrator has a statutory duty to provide it, §§ 1022(a) and 1024(b) require the administrator to provide the summary plan description or modification whether or not one is requested. Compare 29 U.S.C. § 1022(a) ("A summary plan description ... shall be furnished..." (emphasis added)), and id. § 1024(b)(1) ("The administrator shall furnish... a copy of the summary plan description, and all modifications and changes ..." (emphasis added)) with id. § 1132(c)(1) ("Any administrator ... who fails or refuses to comply with a request..." (emphasis added)). In other words, the duty to furnish information under §§ 1022(a) and 1024(b) is "automatic." E.g., Sampson v. Rubin, No. Civ.A. 00-10215-D PW, 2002 WL 31432701, at *8 (D.Mass. Oct. 29, 2002) (citing Meyer v. Phillip Morris, Inc., 575 F.Supp. 1232, 1235 (E.D.Mo.1983) ("Meyer II")). That said, if a participant or beneficiary does request the latest updated summary or certain other materials under § 1024(b)(4), the administrator must provide it. E.g., Segura v. Dr. Reddy's Labs., Inc., Civil Action No. 11-6188(MLC), 2012 WL 6772060, at *10 (D.N.J. Dec. 21, 2012).
Aetna argues that it cannot be found liable under Count II because it is not the named administrator of the Plan. Aetna's Mot. 5-6. However, the Fifth Circuit has suggested in dicta that, where a plan names a plan administrator, an entity other than the named administrator may nonetheless be held liable as a de facto administrator where the plan delegates the administrator's duties to that entity.
The weight of authority indicates that Aetna may be found liable for violations of 29 U.S.C. §§ 1132, 1022(a), and
To evaluate Energy Defendants' Motion that the Court should dismiss Count II against them, the Court must disaggregate Plaintiff's § 1132(c)(1) claim from his claim under §§ 1022(a) and 1024(b).
As stated above, liability under 29 U.S.C. § 1132(c)(1) may only lie where the plaintiff has submitted an affirmative request with which the defendant has failed to timely comply. See, e.g., Firestone, 489 U.S. at 118, 109 S.Ct. 948. Energy Defendants argue that Count II must be dismissed because the Amended Complaint does not describe "what documents [Plaintiff] requested, to whom he sent his request, when he sent his request, what documents he did not receive in response to his request, when he received any other type of response, and from whom he received such a response," but instead merely includes a conclusory statement that some request was made. Energy Defendants' Mot. ¶ 32. This, Energy Defendants argue, amounts to an impermissible "threadbare recital of the elements of [the] cause of action." Id. (quoting Iqbal, 556 U.S. at 678-79, 129 S.Ct. 1937; Twombly, 550 U.S. at 570, 127 S.Ct. 1955).
The Court concludes that the factual matter alleged in the Amended Complaint is insufficient to support Plaintiff's 29 U.S.C. § 1132(c)(1) claim against Energy Defendants. The Amended Complaint includes no factual matter regarding Plaintiff's § 1132(c)(1) request other than "Defendants failed and refused to comply with Plaintiff's requests for information relative to [the Plan], which Defendants were required to furnish to Plaintiff under applicable law; and Defendants continued to fail and refuse to provide such information as requested until suit was filed[.]" Pl.'s Am. Compl. ¶ 32. Although this sufficiently pleads that (1) Plaintiff made a request for information at some point in time; (2) the information requested was the sort that ERISA requires an administrator to supply upon request; and (3) Defendants did not comply with the request until some time after Plaintiff filed his Original Complaint, a 29 U.S.C. § 1132(c)(1) cause of action also contains the additional element that the administrator failed to provide the requested information "within 30 days after such request." (emphasis added). In other words, § 1132(c)(1) contains a temporal element. Indeed, at least one court has gone so far as to hold that a 29 U.S.C.
That said, "[t]he Fifth Circuit has held that a court generally should not dismiss an action for failure to state a claim under Rule 12(b)(6) without giving the plaintiff an opportunity to amend," unless amendment would necessarily be futile. Adams v. Energizer Holdings, Inc., Civil Action No. 3:12CV797TSL-JMR, 2013 WL 1791373, at *4 (S.D.Miss. Apr. 19, 2013) ("Energizer") (citing Hart v. Bayer Corp., 199 F.3d 239, 248 n. 6 (5th Cir.2000)). As noted above, Plaintiff has moved in the alternative for an opportunity to amend and replead his claims "in the event the Court concludes that Plaintiff's claims against Defendants are vulnerable to a Rule 12(b)(6) (or equivalent) motion to dismiss." Resp. 9. Such an amendment would not be futile here, as Plaintiff need only add factual matter demonstrating that Defendants failed to comply within thirty days to allow the Court to cure the defect in his § 1132(c)(1) claim.
Therefore, Plaintiff is granted leave to further amend the Amended Complaint. Plaintiff need not necessarily plead the full panoply of information demanded by Energy Defendants' Motion, but Plaintiff must at least provide information sufficient for the Court to assess whether Plaintiff can meet all elements of the cause of action.
By contrast, insofar as Count II requests relief under 29 U.S.C. §§ 1022(a) and 1024(b), the Amended Complaint is sufficient and Energy Defendants' Motion must be denied. To reiterate, these disclosure obligations trigger automatically without the need for the participant or beneficiary to submit a request. E.g., Sampson v. Rubin, 2002 WL 31432701, at *8 (citing Meyer II, 575 F.Supp. at 1235). Furthermore, because the summary must "be written in a manner calculated to be understood by the average plan participant" and "be sufficiently accurate and comprehensive to reasonably apprise such participants and beneficiaries of their rights and obligations under the plan," 29 U.S.C. § 1022(a), an administrator may submit a putative summary and still fail to fully comply with 29 U.S.C. §§ 1022(a) and 1024(b). See, e.g., Haymond v. Eighth Dist. Elec. Benefit Fund, 36 Fed.Appx. 369, 373 (10th Cir.2002).
The Amended Complaint alleges that Energy Defendants never provided an accurate, comprehensive, and comprehensible summary of the Plan. See Pl.'s Am. Compl. ¶ 33. That is all Plaintiff needs to allege to survive a motion to dismiss. See D'lorio v. Winebow, Inc., 920 F.Supp.2d 313, 324-25 (E.D.N.Y.2013).
Energy Defendants argue that "Plaintiff's allegations show that he did have the `Summary Plan Description and other written documentation' because he alleges
Thus, insofar as Count II states a claim pursuant to 29 U.S.C. §§ 1022(a) and 1024(b), it withstands 12(b)(6) scrutiny. The Court denies Energy Defendants' Motion to that extent.
Count III alleges that Defendants breached statutory duties that they owe under ERISA. Pl.'s Am. Compl. ¶¶ 31-33. Aetna and Energy Defendants both argue that Count III must be dismissed because it is duplicative of Count I and therefore barred.
29 U.S.C. § 1104(a)(1) is one of several statutory provisions that describes duties that fiduciaries owe under ERISA. See, e.g., Varity Corp. v. Howe, 516 U.S. 489, 496-97, 116 S.Ct. 1065, 134 L.Ed.2d 130 (1996). These include, inter alia, the duty to administer the plan "in accordance with the documents and instruments governing the plan," 29 U.S.C. § 1104(a)(1)(D), the duty to act solely in the interest of participants and beneficiaries, id. § 1104(a)(1), and the duty to act with care, skill, prudence, and diligence, id. § 1104(a)(1)(B). In turn, 29 U.S.C. § 1109 establishes a fiduciary's liability for breach of fiduciary duty.
The second, subsection (a)(3), "permits a plan beneficiary to bring a civil action to obtain `other appropriate equitable relief' for ERISA violations," Gearlds v. Entergy Servs., Inc., 709 F.3d 448, 450 (5th Cir. 2013), including relief for breaches of fiduciary duty, Varity, 516 U.S. at 512, 116 S.Ct. 1065, as long as the relief sought is of the type that would have typically been available in a traditional court of equity. See generally Sereboff v. Mid Atlantic Med. Servs., 547 U.S. 356, 126 S.Ct. 1869, 164 L.Ed.2d 612 (2006); Great-West Life & Annuity Ins. Co. v. Knudson, 534 U.S. 204, 122 S.Ct. 708, 151 L.Ed.2d 635 (2002); Mertens v. Hewitt Assocs., 508 U.S. 248, 113 S.Ct. 2063, 124 L.Ed.2d 161 (1993).
Neither Aetna nor Energy Defendants dispute at this stage of the litigation that they are fiduciaries with respect to the Plan, or that they owe fiduciary duties to Plaintiff, or that Plaintiff's allegations implicate these fiduciary duties. See Aetna's Mot. 6-7; Energy Defendants' Mot. 4-5; Reply 3-5. See also 29 U.S.C. § 1002(21)(A) (describing circumstances under which a person is a fiduciary with respect to a plan); Varity, 516 U.S. at 498, 502-03, 506-07, 116 S.Ct. 1065.
However, as all Defendants correctly argue, a plaintiff may pursue a breach of fiduciary duty claim under ERISA only when no other relief is available or adequate under the facts giving rise to the breach of fiduciary cause of action. Varity, 516 U.S. at 515, 116 S.Ct. 1065; Tolson v. Avondale Indus., Inc., 141 F.3d 604, 610 (5th Cir.1998) (citing Tolson v. Avondale Indus., Inc., No. CIV. A. 97-0896, 1997 WL 539919, at *7 (E.D.La. Aug. 29, 1997)). Where, as here, Plaintiff seeks relief under 29 U.S.C. § 1132(a)(1) — namely,
Plaintiff may or may not ultimately obtain the benefits he seeks in Count I, but that is irrelevant; "[t]he simple fact that" Plaintiff might not "prevail on his claim under section 1132(a)(1) does not make his alternative claim [for breach of fiduciary duty] viable." Tolson, 141 F.3d at 610. Thus, the Court must dismiss Count III as against all Defendants.
Gearlds and Varity are not to the contrary. In Gearlds, the Fifth Circuit stated that an ERISA plaintiff may bring a breach of fiduciary duty claim under 29 U.S.C. § 1132(a)(3) where the plaintiff plausibly alleges that the plan administrator made affirmative misrepresentations about the terms of the plan. 709 F.3d at 452 n. 1. Likewise, in Varity, the Supreme Court held that where a plan administrator "significantly and deliberately misle[ads] the beneficiaries" about the terms of the plan, the beneficiaries may bring suit for breach of fiduciary duty. 516 U.S. at 492, 116 S.Ct. 1065. Because Plaintiff, in addition to his denial of benefits claim, also alleges that Defendants "misrepresented to Plaintiff that he would be entitled to benefits under [the Plan] if he was found to be disabled," Pl.'s Am. Compl. ¶ 12; see also id. ¶ 21, Gearlds and Varity could arguably be read to afford Plaintiff a non-duplicative breach of fiduciary duty cause of action under § 1132(a)(2) or (a)(3). In other words, one might argue, Plaintiff raises a misrepresentation claim that is distinct from — and therefore not preempted by — his denial of benefits claim.
The fatal problem with this argument is that, unlike Plaintiff, the plaintiffs in Gearlds and Varity did not simultaneously raise a claim under another subsection of § 1132(a), such as a denial of benefits claim under (a)(1)(B). See Gearlds, 709 F.3d at 450; Varity, 516 U.S. at 495, 116 S.Ct. 1065. In fact, the plaintiffs in Varity "could not proceed under [§ 1132(a)(1) ] because they were no longer members of the" plan at issue, and "could not proceed under [§ 1132(a)(2) ] because that provision... does not provide a remedy for individual beneficiaries[,]" so the Varity plaintiffs had to "rely on [§ 1132(a)(3) ] or... have no remedy at all." 516 U.S. at 515, 116 S.Ct. 1065. Gearlds and Varity therefore only stand for the proposition that a misrepresentation claim can form
Moreover, it is not at all clear that Plaintiff's misrepresentation allegations are in any way distinct from his denial of benefits claims. The gist of Plaintiff's misrepresentation allegations is that Defendants owed him benefits, represented that such benefits were owed, and refused to provide such benefits. See Pl.'s Am. Compl. ¶ 12. Because Count III is essentially a claim for benefits denied, it is duplicative of Count I and therefore must be dismissed. See Tolson, 141 F.3d at 610.
Thus, the Court dismisses Count III as to all Defendants. The Court does not grant Plaintiff leave to amend Count III because amendment would be futile. See, e.g., Energizer, 2013 WL 1791373, at *4.
Count IV alleges that, "pursuant to equitable principles recognized under federal common law, Defendants are estopped from denying Plaintiff's claim for disability benefits" under the Plan. Pl.'s Am. Compl. ¶ 40. Aetna argues that Count IV, like Count III, must be dismissed as duplicative. Aetna's Mot. 6-7. Energy Defendants, by contrast, argue that Plaintiff has pleaded insufficient factual matter to support an estoppel claim. Energy Defendants' Mot. 5-6.
Although there are many varieties of estoppel under federal common law, each with their own unique requirements, see, e.g., Honorable Christopher Klein et al., Principles of Preclusion and Estoppel in Bankruptcy Cases, 79 AM. BANKR. L.J. 839, 839-67 (2005), Plaintiff does not indicate which form of estoppel he is pursuing here. See Pl.'s Am. Compl. ¶¶ 39-40. The Court presumes, as is most likely, that Plaintiff intends to plead the cause of action known as ERISA-estoppel.
The Fifth Circuit has relatively recently adopted ERISA-estoppel as a cognizable cause of action. High v. E-Systems Inc., 459 F.3d 573, 579 (5th Cir.2006); Mello v. Sara Lee Corp., 431 F.3d 440, 444 (5th Cir.2005). To establish an ERISA-estoppel claim, a plaintiff must demonstrate (1) a material misrepresentation; (2) reasonable and detrimental reliance upon such representation; and (3) extraordinary circumstances. Nichols v. Alcatel USA, Inc., 532 F.3d 364, 374 (5th Cir.2008);
Aetna argues that Plaintiff's ERISA-estoppel claim must be dismissed because, like Plaintiff's breach of fiduciary duty claim, it is duplicative of his denial of benefits claim. Aetna's Mot. 6-7. This argument fails. Aetna has identified no cases in which a court dismissed an ERISA-estoppel claim because other relief was available, see id., and the Court has found none. To the contrary, courts have analyzed both ERISA estoppel and denial of benefits claims without considering the possibility that the latter could preempt the former, see Sanborn-Alder v. Cigna Grp. Ins., 771 F.Supp.2d 713, 715, 719 (S.D.Tex.2011); Sullivan v. AT & T, Inc., Civil Action No. 3-08-CV-1089-M, 2010 WL 905567, at *2, 4-5 (N.D.Tex. Mar. 12, 2010), and courts have suggested that the ERISA-estoppel "doctrine does not appear to be tied to the equitable relief provisions of § 1132(a)(3)" such that an ERISA-estoppel cause of action would only be cognizable in the absence of other statutory remedies.
Unlike Aetna, Energy Defendants do challenge the factual sufficiency of Count IV as pleaded against them. Energy Defs.' Mot. 5-6. The Court agrees that Plaintiff has failed to plead allegations sufficient to support all elements of his cause of action against Energy Defendants. Namely, Plaintiff has failed to plead extraordinary circumstances. Although "the Fifth Circuit has not yet explained what constitutes extraordinary circumstances," Belmonte v. Examination Mgmt. Servs., Inc., 730 F.Supp.2d 603, 606 (N.D.Tex. 2010), the Fifth Circuit has favorably cited — and other district courts in the Fifth Circuit have regularly used — Third Circuit precedent as guidance. E.g., High, 459 F.3d at 580 n. 3 (citations omitted); Belmonte, 730 F.Supp.2d at 606-07 (citations omitted); Khan, 654 F.Supp.2d at 629-30 (citations omitted). Generally, extraordinary circumstances require one or more of the following:
In the absence of these or similar circumstances, an ERISA-estoppel claim may not proceed. Belmonte, 730 F.Supp.2d at 608-09; Khan, 654 F.Supp.2d at 630.
The Amended Complaint does not contain factual allegations that would indicate the presence of these or comparable extraordinary circumstances. See Amended Complaint ¶¶ 29, 32-33, 36. Plaintiff does allege that Defendants did "not attempt[ ] in good faith to effectuate prompt, fair and equitable settlement of claims submitted in which liability is reasonably clear," id. ¶ 36, but Plaintiff does not allege any affirmative acts of bad faith, concealment, or fraud.
However, because amendment would not be futile in this instance, the Court grants Plaintiff leave to amend. See, e.g., Energizer, 2013 WL 1791373, at *4 (citing Hart, 199 F.3d at 248 n. 6). Plaintiff may amend the Amended Complaint to plead extraordinary circumstances. Plaintiff is also free to allege additional factual matter that would support the existence of a material misrepresentation and detrimental and reasonable reliance, as the Court makes no decision in this Order regarding the sufficiency of Plaintiff's allegations on the remaining elements of ERISA-estoppel. See, e.g., Mello, 431 F.3d at 445-47.
Plaintiff, in the Amended Complaint, "pleads for extracontractual damages, including but not limited to consequential damages, incidental damages, damages for Plaintiff's loss of credit and reputation, and damages for mental anguish in the past and into the future" against all Defendants. Pl.'s Am. Compl. ¶ 44. Extracontractual damages are defined as "[d]amages that would give a beneficiary more than he or she is entitled to receive under the strict terms of the plan." E.g., Lawrence, 837 F.Supp. at 786. Plaintiff also seeks punitive damages against all Defendants. Pl.'s Am. Compl. ¶ 45. Defendants argue that neither extracontractual nor punitive damages are available for causes of action under ERISA.
For the reasons stated in the Motion to Strike Order, which the Court will not reiterate here, the Court construes Defendants' motion to strike Plaintiff's request for extracontractual and punitive damages as a motion to dismiss under Rule 12(b)(6), rather than as a motion to strike under Rule 12(f). See Mot. to Strike Order 6-8. The Court now analyzes whether extracontractual or punitive damages are available under each Count.
To reiterate, the Court has dismissed Plaintiff's § 1132(c)(1) claim against Energy Defendants with leave to amend, but has declined to dismiss Plaintiff's § 1132(c)(1) against Aetna. The Court now considers whether Plaintiff may ever pursue extracontractual or punitive damages against Energy Defendants or Aetna for violations of § 1132(c)(1), either now or following a subsequent amendment.
As noted above, § 1132(c)(1) provides that an entity that fails to timely comply with a qualified request "may in the court's discretion be personally liable to such participant or beneficiary in the amount of up to $100 a day from the date of such failure or refusal, and the court may in its discretion order such other relief as it deems proper." "[T]he penalties imposed pursuant to 29 U.S.C. § 1132(c) constitute in effect punitive damages." Crotty v. Cook, No. CIV 93-645 PHX ROS, 1999 WL 496403, at *10 (D.Ariz. Mar. 31, 1999). Accord Scott v. Suncoast Beverage Sales, Ltd., 295 F.3d 1223 (11th Cir.2002) ("The penalty under § 1132 is meant to be in the nature of punitive damages, designed more for the purpose of punishing the violator than compensating the participant or beneficiary.") (citing Sandlin v. Iron Workers Dist. Council Pension Plan, 716 F.Supp. 571, 574 (N.D.Ala.1988), aff'd, 884 F.2d 585 (11th Cir.1989)); Glavor v. Shearson Lehman Hutton, Inc., 879 F.Supp. 1028, 1034-35 (N.D.Cal.1994); Cohen v. Zarwin & Baum, P.C., No. CIV. A. 93-2145, 1993 WL 532963, at * 2 (E.D.Pa. Dec. 22, 1993); Bouteiller v. Vulcan Iron Works, Inc., 834 F.Supp. 207, 215 (E.D.Mich.1993); Lesman v. Ransburg Corp., 719 F.Supp. 619, 622 (W.D.Mich.1989), aff'd, 911 F.2d 732 (6th Cir. 1990).
Although the latter clause of 1132(c)(1) describing "other relief" could conceivably be read to authorize monetary damages above $100 per day where such relief would be warranted, courts have interpreted the "$100 a day" language as an upper limit to the monetary penalties a court may impose for violations of § 1132(c)(1). See Daughtrey v. Honeywell, Inc., 3 F.3d 1488, 1495 (11th Cir.1993) ("We therefore remand to the district court for the determination of an appropriate penalty within the statutory range of up to $100 a day." (emphasis added)); Vargas v. Child Dev. Council of Franklin Cnty., Inc., 269 F.Supp.2d 954, 957 (S.D.Ohio 2003) ("Congress has ... clearly determined the extent to which punitive damages are available by enacting 29 U.S.C. § 1132(c)(1) ... No other punitive damages are available."; Boyadjian v. Cigna Cos., 973 F.Supp. 500, 506 (D.N.J. 1997) ("This amount is a ceiling, not a floor, on the penalty a court may impose."); Wilson v. Pye, No. 85 C 6341, 1986 WL 1027, at *5 (N.D.Ill. Jan. 3, 1986) ("We believe that this specific statutory requirement to furnish information, accompanied by a specific, statutory damage of $100 a day, belies any intent on the part of Congress to permit additional money damages."); Meyer v. Phillip Morris, Inc., 569 F.Supp. 1510, 1512 (E.D.Mo.1983) ("Meyer I"). This is consistent with the Fifth Circuit's cautionary statements that district courts should not infer the availability of extracontractual or punitive damages in ERISA actions in the absence of clear, unambiguous statutory text. See, e.g., Nero v. Indus. Molding Corp., 167 F.3d 921, 930-32 (5th Cir.1999); Medina v. Anthem Life Ins. Co., 983 F.2d 29, 31-33 (5th
Accordingly, the Court dismisses Plaintiff's request for extracontractual or punitive damages under § 1132(c)(1) as against both Defendants, but only to the extent such damages exceed the $100 a day statutory penalty. Plaintiff may still seek the relief expressly contemplated by § 1132(c)(1).
As noted above, the Fifth Circuit views claims for extracontractual and punitive damages under ERISA with disfavor. See, e.g., Nero, 167 F.3d at 930-32; Medina, 983 F.2d at 31-33.
Because the Court has dismissed Count III as to all Defendants without leave to amend, Plaintiff's request for extracontractual and/or punitive damages under Count III is also dismissed as to all Defendants. In any event, the Court doubts whether extracontractual or punitive damages are available for a breach of fiduciary duty claim under ERISA at all. See, e.g., Russell, 473 U.S. at 148, 105 S.Ct. 3085.
Because the Court has declined to dismiss Count IV against Aetna, and has granted Plaintiff leave to amend Count IV against Energy Defendants, the Court assesses whether Plaintiff could obtain extracontractual or punitive damages against any Defendant pursuant to a well-pleaded ERISA-estoppel claim.
The ERISA-estoppel doctrine, at least in the Fifth Circuit, is of relatively recent vintage. See Mello, 431 F.3d at 444. Because courts in the Fifth Circuit have so far had few occasions to apply the doctrine, "[t]he contours of the newly recognized ERISA-estoppel remedy are `murky.'" Khan, 654 F.Supp.2d at 629 n. 6.
Although, as described above, the Fifth Circuit does not typically recognize claims for extracontractual and punitive damages brought under ERISA's statutory provisions, it is unclear whether the limitations on ERISA's statutory remedies described above apply equally to the common law remedy of ERISA-estoppel.
Plaintiff requests a trial by jury for Counts II-IV. Pl.'s Am. Compl. ¶ 48. Defendants argue that no right to a jury trial exists under ERISA. Aetna's Mot. 8, Energy Defendants' Mot. 7.
In the Motion to Strike Order, this Court concluded that it need not decide whether a motion to strike a jury demand is best evaluated under Federal Rule of Civil Procedure 12(b)(6), 12(f), or some other rule, because the question of whether a plaintiff is entitled to a jury trial may be resolved as "a pure question of law." Mot. to Strike Order 10 (citing City of El Paso, Tex. v. El Paso Entm't, Inc., 464 Fed.Appx. 366, 370 (5th Cir.2012); Apache Corp. v. Global Santa Fe Drilling Co., 435 Fed.Appx. 322, 324 (5th Cir.2011)). The Court utilizes the same approach to evaluate Defendants' request to strike the jury demand for Counts II-IV.
The Seventh Amendment of the United States Constitution preserves the right to a jury trial "[i]n Suits at common law, where the value in controversy shall exceed twenty dollars." U.S. Const. amend. VII. See also Fed.R.Civ.P. 38. There is typically no right to a jury trial for claims under ERISA, because ERISA claims generally sound in equity rather than in law. Borst v. Chevron Corp., 36 F.3d 1308, 1323-24 (5th Cir.1994) ("ERISA law is closely analogous to the law of trusts, an area within the exclusive jurisdiction of the courts of equity.... We have held, as have the majority of the other circuits, that ERISA claims do not entitle a plaintiff to a jury trial.") (citations omitted). Accord, e.g., MB Valuation Servs., Inc. v. Ins. Co. of N. Am., No. CIV. A. 3:96-CV-0892P, 1997 WL 642987, at *4-6 (N.D.Tex. Oct. 6, 1997). Nevertheless, the Fifth Circuit has arguably left open the possibility that an ERISA plaintiff could receive a jury trial for a claim
Plaintiff may not obtain a jury trial for Count II because relief under 29 U.S.C. §§ 1132(c), 1022(a), and 1024(b) "involves the furnishing of information; a form of relief for which there is no counterpart at common law." Pane v. RCA Corp., 868 F.2d 631, 636 (3d Cir.1989). Thus, ERISA's disclosure requirements implicate equitable, rather than legal relief, for which Plaintiff is not entitled to a jury trial. Pane, 868 F.2d at 636-37; Rittenhouse v. Prof'l Micro Sys., Inc., No. C-3-98-89, 1999 WL 33117263, at *18 (S.D.Ohio July 21, 1999); Van Keppel v. Fly Ash Mgmt., No. Civ.A. 97-2681-KHV, 1998 WL 596726, at *2-3 (D.Kan. Aug. 3, 1998); Nobile v. Pension Comm. of the Pension Plan for Employees of New Rochelle Hosp., 611 F.Supp. 725, 727-28 (S.D.N.Y.1985).
The fact that § 1132(c) authorizes the court to impose a monetary penalty for violations does not alter this conclusion. "The mere fact that [an ERISA plaintiff] would receive a monetary award if he [or she] prevailed does not compel the conclusion that he [or she] is entitled to a jury trial." Calamia v. Spivey, 632 F.2d 1235, 1236-37 (5th Cir.1980) (citations omitted). Section 1132(c)'s "penalty provision is entirely ancillary to the informational purpose of the subsection. Its purpose is similar to that of a coercive civil contempt penalty. Its application, consistent with that purpose, is discretionary with the court." Pane, 868 F.2d at 636. As a result, Count II implicates only equitable relief, so the Court rejects Plaintiff's demand for a jury on that Count.
Having dismissed Count III against all Defendants without leave to amend, the Court strikes Plaintiff's jury demand as to Count III. The Court doubts whether an ERISA plaintiff may obtain a jury trial for a breach of fiduciary duty claim in any event. See, e.g., Borst, 36 F.3d at 1323-24.
Because the Court has declined to dismiss Count IV against Aetna, and has granted Plaintiff leave to amend Count IV against Energy Defendants, the Court assesses whether Plaintiff could obtain a jury trial pursuant to a well-pleaded ERISA-estoppel claim.
At least one District Court in the Fifth Circuit has ruled that a jury trial is not available for ERISA-estoppel claims. Mello v. Sara Lee Corp., 292 F.Supp.2d 902, 905-07 (N.D.Miss.2003). The Court concurs with this conclusion because estoppel doctrines originated in equity rather than law. See, e.g., Douglas Laycock, The Triumph of Equity, 56-SUM Law & Contemp. Probs. 53, 70 (1993). The Court therefore strikes Plaintiff's jury demand as to Count IV.
It is therefore
As will become evident below, it is unnecessary to evaluate whether Plaintiff has satisfied these prerequisites here, or even whether Plaintiff's cause of action is predicated upon § 1132(a)(2) or (a)(3), because Count III must be dismissed as duplicative regardless.
