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Thomas v. Prudential Insurance Co. of America

United States District Court, E.D. Pennsylvania

May 8, 2018

ROGER MICHAEL THOMAS, Plaintiff, Counter-Defendant,
v.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, Defendant, Counter-Plaintiff.

          MEMORANDUM

          ROBERT F. KELLY, Sr. J.

         Plaintiff/Counter-Defendant Roger Michael Thomas (“Mr. Thomas”) filed suit in this Court on October 11, 2017, against Defendant/Counter-Plaintiff The Prudential Insurance Company of America (“Prudential”) seeking relief under the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §§ 1001 et seq. Prudential filed an Amended Answer to Plaintiff's Complaint and Counterclaim against Plaintiff for breach of contract on February 13, 2018 (“Counterclaim”). (Doc. No. 14.)

         Presently before the Court is Mr. Thomas' Motion to Dismiss Defendant's Counterclaim and Prudential's Memorandum of Law in Opposition. For the reasons noted below, Mr. Thomas' Motion is denied.

         I. BACKGROUND[1]

         Mr. Thomas was employed by the East Texas Medical Center Regional Healthcare System (“East Texas Medical Center”) from November 9, 1993, until February 19, 2016. (Countercl. ¶ 3.) Mr. Thomas participated in a long term disability benefit plan (the “Plan”) sponsored by East Texas Medical Center. (Id. ¶ 4.) The Plan is an “employee welfare benefit plan” under Section 3(I) of ERISA and was purchased by East Texas Medical Center through a Group Contract offered by Prudential. (Id. ¶¶ 5-6.)

         On February 9, 2016, Mr. Thomas and East Texas Medical Center signed a Separation Agreement and General Release (the “Agreement”). (Id. ¶ 7.) Under the terms of the Agreement, Mr. Thomas would receive $177, 580.00 in exchange for releasing all “Claims” against East Texas Medical Center and other “Released Parties.” (Id. ¶ 9; Def.'s Mem. Law in Opp'n, Ex. A, Separation Agreement and General Release (the “Agreement”) §§ 2.01, 3.02.) According to Prudential, the term “Released Parties” is defined in the Agreement as: “insurers, fiduciaries, employee welfare benefit plans, East Texas Medical Center Employee Injury Benefit Plan, plan sponsors, plan administrators, plan fiduciaries and all others in privity with them.” (Id. ¶ 10 (citing Agreement Preamble).) Prudential asserts that it is a “plan fiduciary” and “insurer” of East Texas Medical Center and, therefore, a “Released Party” under the Agreement because it insures the East Texas Medical Center's obligations under the Plan and administers benefits claims. (Id. ¶ 11.) Accordingly, Prudential claims that because Mr. Thomas released the Released Parties from any and all claims, Mr. Thomas released Prudential from any and all obligations it may have owed to Mr. Thomas, which included any long term disability benefits. (Id. ¶¶ 12-14.)

         Likewise, Prudential asserts that Mr. Thomas also waived his right to file a claim with Prudential for long term disability benefits, because Mr. Thomas allegedly released all claims against Prudential in the Agreement. (Id. ¶ 15.) Prudential claims Mr. Thomas knowingly waived his rights to an ERISA long term disability plan because he expressly carved out an exception for any “vested benefits under a retirement plan governed by ERISA.” (Id. ¶ 19.) No such exception was made for any long term disability plan. (Id.)

         Further, the Agreement contains an Indemnification clause, in which Mr. Thomas covenanted to:

[N]ever name . . . any Released Party or their insurers as a Defendant, Cross-Defendant or Third-Party Defendant in any suit, nor will [Mr. Thomas] institute any cause of action or assert any claim against any Released Party or their insurers arising from, or in any way related to . . . any claim released herein.

(Id. ¶ 23 (quoting Agreement § 2.03) (alterations in original).) Despite this provision, Prudential alleges Mr. Thomas filed a claim for long term disability benefits under the released Plan. (Id. ¶ 26.) Throughout the administrative process, Mr. Thomas admitted that his alleged disability was the cause of his decision to leave East Texas Medical Center and that his medical issues predated his entry into the Agreement on February 9, 2016. (Id. ¶ 27.)

         Mr. Thomas brought suit in this Court on October 11, 2017.[2] Prudential filed an Amended Answer and Affirmative and Additional Defenses to Plaintiff's Complaint and Counterclaim against Plaintiff for breach of contract on February 13, 2018. In its Counterclaim, Prudential alleges Mr. Thomas breached the Agreement by bringing a claim against Prudential and seeks declaratory relief, injunctive relief, and attorney's fees. (Id. ¶ 35.) Mr. Thomas moves to dismiss the Counterclaim for a failure to state a claim under Federal Rule of Civil Procedure 12(b)(6). (See generally Pl.'s Mem. Law in Supp.)

         II. LEGAL STANDARD

         A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) tests the sufficiency of a complaint. Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir. 1993). “To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)) (internal quotation marks omitted). In deciding a motion to dismiss under Rule 12(b)(6), courts must “accept as true all allegations in the complaint and all reasonable inferences that can be drawn from them after construing them in the light most favorable to the non-movant.” Davis v. Wells Fargo, 824 F.3d 333, 341 (3d Cir. 2016) (quoting Foglia v. Renal Ventures Mgmt., LLC, 754 F.3d 153, 154 n.1 (3d Cir. 2014)) (internal quotation marks omitted). However, courts need not “accept mere[] conclusory factual allegations or legal assertions.” In re Asbestos Prods. Liab. Litig. (No. VI), 822 F.3d 125, 133 (3d Cir. 2016) (citing Iqbal, 556 U.S. at 678-79). “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Twombly, 550 U.S. at 555. Finally, we may consider “only the complaint, exhibits attached to the complaint, matters of public record, as well as undisputedly authentic documents if the complainant's claims are based upon [those] documents.”[3] Davis, 824 F.3d at 341 (quoting Mayer v. Belichick, 605 F.3d 223, 230 (3d Cir. 2010)) (internal quotation marks omitted).

         III. ...


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