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Gidley v. Reinhart Foodservice, L.L.C.

United States District Court, M.D. Pennsylvania

March 12, 2015



MATTHEW W. BRANN, District Judge.

Defendants Reinhart Foodservice, L.L.C. and Reinhart Foodservice Inc. (together, "Reinhart") have filed a Motion to Dismiss Plaintiff Norman Gidley's First Amended Complaint pursuant to Rules 12(b)(1) and 12(b)(6) of the Federal Rules of Civil Procedure. Plaintiff's First Amended Complaint, filed May 21, 2014, asserts claims for breach of fiduciary duty, equitable estoppel, benefits due under the ERISA plan, and a request to strike the ERISA plan amendment as to Plaintiff. Pl.'s Compl., May 21, 2014, ECF No. 10 (hereinafter "Pl.'s Compl."). Defendants seek to dismiss all claims against them on several legal grounds. For the following reasons, Defendant's Motion to Dismiss is granted in part and denied in part. Count I for breach of fiduciary duty is dismissed with prejudice. Count III, the claim for benefits due under the plan, is dismissed without prejudice with leave to amend in accordance with this Court's decision. Defendants' Motion to Dismiss is denied with regards to Count II equitable estoppel and Count IV request to strike plan amendment as to Plaintiff.


This case arises from Plaintiff's employment with Defendants in Sunbury, Pennsylvania. Pl.'s Compl. ¶ 6. In January 2005, Defendants issued to Plaintiff a statement of benefits, entitled "Employee Benefits Booklet, " which contained a written explanation of, inter alia, long-term disability coverage for Plaintiff for the year 2005. Id. ¶ 8. Pursuant to this statement of benefits, in the event Plaintiff became totally disabled as a result of an event occurring in 2005, long-term disability coverage would be provided by the Metropolitan Life Insurance Company (hereinafter "MetLife"). Id. ¶ 10. Of the available coverage options, Plaintiff selected "Plan C - Contributory Insurance." Id. ¶ 11. This plan guaranteed that in the event he became totally disabled, Plaintiff would be entitled to a long-term disability monthly benefit in the amount of sixty (60) percent of the first $6, 667 of his pre-disability earnings. Id. ¶ 11. Moreover, his long-term disability benefits would increase each subsequent year based on a seven (7) percent annual index increase in pre-disability earnings (hereinafter the "Index Adjustment"). Id. ¶ 12.

On February 18, 2005 Plaintiff was involved in a motor vehicle accident in which he suffered severe injuries and was consequently determined to be totally disabled as of that date. Id. ¶ 14. He began receiving disability payments on August 17, 2005. Id. ¶ 16. At some point after he began receiving his disability benefits, he learned that Defendants had cancelled the MetLife policy described above on or before January 31, 2005 and replaced it with a new policy provided by Reliance Standard Life Insurance Company (hereinafter "Reliance"). Id. ¶ 19. Under the Reliance policy, Plaintiff received the same monthly long-term disability benefit of sixty (60) percent of his pre-disability earnings; however, the Reliance policy did not provide for an Index Adjustment over time. Id. ¶ 20.

In his First Amended Complaint, Plaintiff alleges that this plan amendment, that is, the replacement of the MetLife policy with the Reliance policy, was never disclosed to him by Defendants. Id. ¶ 21-22. As previously noted, Plaintiff first asserts a claim against Defendants for breach of a fiduciary duty owed to him because Defendants "knew of should have known of the Plan Amendment and that the representations contained in the 2005 Statement of Benefits regarding the MetLife Policy and the Index Adjustment were inaccurate to the detriment of Plaintiff." Id. ¶ 29. He next asserts a claim for equitable estoppel on the grounds that the statement of benefits contained material misrepresentations on which he detrimentally relied and that Defendants actively concealed the amendment which was a material change to his policy. Id. ¶ 32-35. His third cause of action is a claim for benefits due under the MetLife policy; specifically, he alleges that Defendants never reduced the plan amendment to writing prior to his date of disability and therefore Defendants owe him the money he would have received under the MetLife policy. Finally, he requests that this Court strike the plan amendment as it pertains to him because of Defendants' active concealment of those previously articulated material facts upon which he detrimentally relied.


When considering a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), a court must view all allegations stated in the complaint as true and construe all inferences in the light most favorable to plaintiff. See Hishon v. King & Spaulding, 467 U.S. 69, 73 (1984); see also Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir. 1993). However, "the tenet that a court must accept as true all of the [factual] allegations contained in the complaint is inapplicable to legal conclusions." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal citations omitted). In ruling on such a motion, the court primarily considers the allegations of the pleading, but is not required to consider legal conclusions alleged in the complaint. Kost, 1 F.3d at 183. "Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Iqbal, 556 U.S. at 678. At the motion to dismiss stage, the court considers whether plaintiff is entitled to offer evidence to support the allegations in the complaint. See Maio v. Aetna, Inc., 221 F.3d 472, 482 (3d Cir. 2000).

A complaint should only be dismissed if, accepting as true all of the allegations in the amended complaint, plaintiff has not pled enough facts to state a claim to relief that is plausible on its face. See Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 561 (2007). "Determining whether a complaint states a plausible claim for relief will... be a context-specific task that requires the reviewing court to draw on its judicial experience and common sense." Iqbal, 556 U.S. at 663-664.

"In considering a Rule 12(b)(6) motion, we must be mindful that federal courts require notice pleading, as opposed to the heightened standard of fact pleading." Hellmann v. Kercher, No. 07-1373, 2008 WL 1969311 at * 3 (W.D. Pa. May 5, 2008) (Lancaster, J.). Federal Rule of Civil Procedure 8 "requires only a short and plain statement of the claim showing that the pleader is entitled to relief, ' in order to give the defendant fair notice of what the...claim is and the grounds on which it rests.'" Twombly, 550 U.S. at 554 (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)). However, even under this lower notice pleading standard, a plaintiff must do more than recite the elements of a cause of action, and then make a blanket assertion of an entitlement to relief. See Hellmann, 2008 WL 1969311 at *3. Instead, a plaintiff must make a factual showing of his entitlement to relief by alleging sufficient facts that, when taken as true, suggest the required elements of a particular legal theory. See Twombly, 550 U.S. at 561. "[W]here 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 "shown" - "that the pleader is entitled to relief." Iqbal, 556 U.S. at 679 (quoting Fed.R.Civ.P. 8(a)).

The failure-to-state-a-claim standard of Rule 12(b)(6) "streamlines litigation by dispensing with needless discovery and factfinding." Neitzke v. Williams, 490 U.S. 319, 326-27 (1989). A court may dismiss a claim under Rule 12(b)(6) where there is a "dispositive issue of law." Id. at 326. If it is beyond a doubt that the non-moving party can prove no set of facts in support of its allegations, then a claim must be dismissed "without regard to whether it is based on an outlandish legal theory or on a close but ultimately unavailing one." Id. at 327.


A. Statute of Limitations

Rule 12(b) does not explicitly allow for the assertion of a statute of limitations defense in a motion to dismiss. Fed.R.Civ.P. 12(b). Notwithstanding, within the confines of the United States Court of Appeals for the Third Circuit the defense may be raised on a motion to dismiss for failure to state a claim only if the time alleged in the statement of the claim demonstrates on the face of the complaint that the cause of action has not been brought within the applicable statute of limitations period. See Bethel v. Jendoco ...

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