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Roma Concrete Corp. v. Pension Associates

United States District Court, E.D. Pennsylvania

August 6, 2019

ROMA CONCRETE CORP.,
v.
PENSION ASSOCIATES

          MEMORANDUM RE: MOTION TO DISMISS

          BAYLSON, J.

          I. Introduction

         Plaintiff, Roma Concrete Corporation (“Roma”), alleges that Defendant, Pension Associates, is liable for failing to lawfully fulfill its role as the Third Party Administrator and actuary for Roma's Defined Benefit Plan (“DB Plan”). Roma's Amended Complaint arises from Defendant's alleged material misrepresentations and calculation errors in reports and accountings involving the DB Plan, which allegedly caused a shortfall in benefits in excess of $400, 000. (ECF 10, “Am. Compl.” ¶¶ 22-23, 27.) The Amended Complaint alleges three Counts: (1) professional negligence; (2) breach of contract; and (3) breach of fiduciary duty.

         Presently before this Court is Defendant's Motion to Dismiss all Counts of the Amended Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons discussed below, the Motion to Dismiss is DENIED.

         II. Factual Background and Procedural History

         The Court provided a detailed summary of the factual allegations in its Opinion granting Defendant's Motion to Dismiss the original Complaint without prejudice, and with leave to amend. (ECF 8, “June 3 Opinion” at 1-3.)[1] As the Amended Complaint does not set forth any new factual allegations, the Court does not repeat the factual background here.

         Roma and Robert D. Scarduzio (“Scarduzio”), one of Roma's owners, filed the original Complaint in this case on October 10, 2018 (ECF 1, Notice of Removal Ex. A). Defendant filed a Notice of Removal in this Court on March 18, 2019, alleging diversity jurisdiction pursuant to 28 U.S.C. § 1332(a)(1) (ECF 1).

         On March 28, 2019, Defendant filed a Motion to Dismiss the original Complaint under Rule 12(b)(6) (ECF 3). The Motion to Dismiss contended that Scarduzio's claims of professional negligence, breach of contract, and breach of fiduciary duty-Counts I, II, and III-were preempted by the Employee Retirement Income Security Act of 1974 (“ERISA”). (Id. at 9-12.) Roma and Scarduzio filed a Response to the Motion on April 25, 2019 (ECF 7). The Court agreed with Defendant that Scarduzio's claims were preempted by ERISA and granted the Motion “without prejudice, and with leave to amend to bring Scarduzio's claims exclusively under ERISA.” (June 3 Opinion at 15.) As “Defendant d[id] not argue that Roma's claims in the same Counts [were] preempted[, ]” “the Court d[id] not reach any conclusions on the issue of preemption as to Roma's claims.” (Id. at 5, 15.)

         On June 12, 2019, Roma filed an Amended Complaint (ECF 10). Rather than amend the Complaint to bring Scarduzio's claims under ERISA, Roma removed Scarduzio as a named Plaintiff and alleged the same Counts only on behalf of Roma. Defendant filed the instant Motion to Dismiss all Counts of the Amended Complaint on June 26, 2019 (ECF 11, “Mot.”). Defendant argues that the claims are preempted by ERISA, just as Defendant argued in the Motion to Dismiss “the identical state law claims of Robert Scarduzio” in the original Complaint. (Id. at 2 n.1.) Roma filed a Response in opposition on July 9, 2019 (ECF 12, “Resp.”), arguing that the Motion to Dismiss must be denied pursuant to Federal Rule of Civil Procedure 12(g)(2), and that, alternatively, Roma's claims are not preempted by ERISA. (Id. at 6-10.) Defendant filed a Reply in support of the Motion on July 19, 2019 (ECF 13, “Rep.”). The Reply contends that Rule 12(g)(2) does not preclude the Motion to Dismiss because judges in this District have permitted successive Rule 12(b)(6) motions. (Id. at 2.) Defendant also reiterates that Roma's claims are preempted by ERISA, referencing the June 3 Opinion in support. (Id. at 2-5.)

         III. Legal Standard

         In considering a motion to dismiss under Rule 12(b)(6), the Court “accept[s] all factual allegations as true [and] construe[s] the complaint in the light most favorable to the plaintiff.” Warren Gen. Hosp. v. Amgen, Inc., 643 F.3d 77, 84 (3d Cir. 2011) (internal quotation marks and citations omitted). “To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim for relief that is plausible on its face.'” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)).

         The Court in Iqbal explained that, although a court must accept as true all of the factual allegations contained in a complaint, that requirement does not apply to legal conclusions; therefore, pleadings must include factual allegations to support the legal claims asserted. Iqbal, 556 U.S. at 678, 684. “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Id. at 678 (citing Twombly, 550 U.S. at 555); see also Phillips v. Cty. of Allegheny, 515 F.3d 224, 232 (3d Cir. 2008) (citing Twombly, 550 U.S. at 556 n.3) (“We caution that without some factual allegation in the complaint, a claimant cannot satisfy the requirement that he or she provide not only ‘fair notice,' but also the ‘grounds' on which the claim rests.”). Accordingly, to survive a motion to dismiss, a plaintiff must plead “factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 678 (citing Twombly, 550 U.S. at 556).

         IV. Discussion

         As discussed above, Defendant moves to dismiss all three Counts of the Amended Complaint under Rule 12(b)(6) on the grounds that these claims are preempted by ERISA. (Mot. at 5-7; Rep. at 3-5.) Roma contends that the Motion is procedurally barred by Rule 12(g)(2) because Defendant raises arguments that could have been asserted in the prior Motion to Dismiss. (Resp. ...


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