United States District Court, M.D. Pennsylvania
Richard Caputo United States District Judge
before the Court is a Motion to Dismiss (Doc. 4) filed by
Defendants Cumulus Intermediate Holdings Inc. f/n/a Citadel
Broadcasting Corporation, and Cumulus Media Inc.
(collectively “Defendants”). For the reasons that
follow, Defendants' Motion will be granted.
well-pleaded facts as set forth in Plaintiff's Complaint
(Doc. 1-2) are as follows:
William Palmeri began working at Citadel Broadcasting
Corporation on September 30, 2003. Mr. Palmeri was promoted
to the position of Market Manager, a position he held with
the company until his involuntary separation on June 29,
2012. At the time of his termination, Mr.
Palmeri had been an employee of the Defendants' companies
for approximately nine (9) years. As a Market Manager, Mr.
Palmeri was provided quarterly goals to meet within his
market and among his sales staff. On April 23, 2012, Mr.
Palmeri was provided with confirmed quarterly sales goals for
the second quarter of 2012. At the time he received the
confirmed quarterly sales goals for the second quarter of
2012, the quarter had already begun. On June 29, 2012-the
last day of the second quarter-Mr. Palmeri was terminated for
not meeting his quarterly sales goals. Mr. Palmeri was fired
before the end of the second quarter. Mr. Palmeri alleges
that Defendants' decision to terminate him prior to the
end of the quarter allowed Defendants to avoid reviewing the
sales goals and created a pretextual basis for terminating
him “for cause.” This allowed Defendants to
attempt to avoid paying Mr. Palmeri under the new severance
plan (the “Plan”) created by Defendant Cumulus
Media Inc., the successor parent company.
was eligible for severance payments under the Plan (Ex. A,
Doc. 1-2), which equaled approximately eighteen (18) weeks of
At a base pay of $2, 788.46 per week at the time of his
termination, Mr. Palmeri was allegedly entitled to $50,
192.28 in severance pay. However, Mr. Palmeri received only
two (2) weeks of additional base pay. Moreover, upon his
termination, Mr. Palmeri was provided with a separation
agreement that failed to provide any information as to his
health insurance benefits or his opportunity to continue his
benefits through the COBRA program. Mr. Palmeri alleges that
Defendants failed to properly and appropriately provide him
with benefits and severance compensation. Plaintiff does not
dispute that the Plan at issue is controlled by ERISA.
(See Br. in Opp'n 3-4, Doc. 11.)
Rule of Civil Procedure 12(b)(6) provides for the dismissal
of a complaint, in whole or in part, for failure to state a
claim upon which relief can be granted. See Fed. R.
Civ. P. 12(b)(6). When considering a Rule 12(b)(6) motion,
the Court's role is limited to determining if a plaintiff
is entitled to offer evidence in support of her claims.
See Semerenko v. Cendant Corp., 223 F.3d 165, 173
(3d Cir. 2000). The Court does not consider whether a
plaintiff will ultimately prevail. Id. A defendant
bears the burden of establishing that a plaintiff's
complaint fails to state a claim. See Gould Elecs. v.
United States, 220 F.3d 169, 178 (3d Cir. 2000).
pleading that states a claim for relief 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).
The statement required by Rule 8(a)(2) must
“‘give the defendant fair notice of what the . .
. claim is and the grounds upon which it rests.'”
Erickson v. Pardus, 551 U.S. 89, 93 (2007) (per
curiam) (quoting Bell Atl. Corp. v. Twombly, 550
U.S. 544, 555 (2007)). Detailed factual allegations are not
required. Twombly, 550 U.S. at 555. However, mere
conclusory statements will not do; “a complaint must do
more than allege the plaintiff's entitlement to
relief.” Fowler v. UPMC Shadyside, 578 F.3d
203, 210 (3d Cir. 2009). Instead, a complaint must
“show” this entitlement by alleging sufficient
facts. Id. While legal conclusions can provide the
framework of a complaint, they must be supported by factual
allegations. Ashcroft v. Iqbal, 556 U.S. 662, 664
(2009). As such, “[t]he touchstone of the pleading
standard is plausibility.” Bistrian v. Levi,
696 F.3d 352, 365 (3d Cir. 2012).
inquiry at the motion to dismiss stage is “normally
broken into three parts: (1) identifying the elements of the
claim, (2) reviewing the complaint to strike conclusory
allegations, and then (3) looking at the well-pleaded
components of the complaint and evaluating whether all of the
elements identified in part one of the inquiry are
sufficiently alleged.” Malleus v. George, 641
F.3d 560, 563 (3d Cir. 2011).
is appropriate only if, accepting as true all the facts
alleged in the complaint, a plaintiff has not pleaded
“enough facts to state a claim to relief that is
plausible on its face, ” Twombly, 550 U.S. at
570, meaning enough factual allegations “‘to
raise a reasonable expectation that discovery will reveal
evidence of'” each necessary element. Phillips
v. Cty. of Allegheny, 515 F.3d 224, 234 (3d Cir. 2008)
(quoting Twombly, 550 U.S. at 556). “The
plausibility standard is not akin to a ‘probability
requirement, ' but it asks for more than a sheer
possibility that a defendant has acted unlawfully.”
Iqbal, 556 U.S. at 678. “When there are
well-pleaded factual allegations, a court should assume their
veracity and then determine whether they plausibly give rise
to an entitlement to relief.” Id. at
deciding a motion to dismiss, the Court should consider the
complaint, exhibits attached to the complaint, and matters of
public record. Mayer v. Belichick, 605 F.3d 223, 230
(3d Cir. 2010) (citing Pension Benefit Guar. Corp. v.
White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir.
1993)). The Court may also consider “undisputedly
authentic” documents when the plaintiff's claims
are based on the documents and the defendant has attached
copies of the documents to the motion to dismiss. Pension
Benefit Guar. Corp., 998 F.2d at 1196. The Court need
not assume that the plaintiff can prove facts that were not
alleged in the complaint, see City of Pittsburgh v. W.
Penn Power Co., 147 F.3d 256, 263 & n.13 (3d Cir.
1998), or credit a complaint's “‘bald
assertions'” or “‘legal conclusions,
'” Morse v. Lower Merion Sch. Dist., 132
F.3d 902, 906 (3d Cir. 1997) (quoting In re Burlington
Coat Factory Sec. Litig., 114 F.3d 1410, 1429-30 (3d
filed a Writ of Summons in the Court of Common Pleas of
Luzerne County on August 9, 2012. (Doc. 1-2.) The Complaint
was filed on April 11, 2017 and contains two Counts: (1)
breach of contract, and (2) unjust enrichment. Defendants
removed the action to this Court on May 1, 2017, on the basis
that Plaintiff's state-law claims are completely
preempted pursuant to ERISA § 502(a). (See Doc.
1 ¶¶ 14-18.) On May 8, 2017, Defendants filed the
instant Motion to Dismiss. (Doc. 4.) After Plaintiff failed
to timely file a Brief in Opposition to Defendants'
Motion, the Court ordered Plaintiff to file such a Brief
within the time prescribed or risk the Court granting
Defendants' Motion without a merits analysis. (Doc. 9.)