JUDGE HAYNES
MEMORANDUM
Plaintiff, AXA Equitable Life Insurance Company ("AXA"), a New York corporation, filed this action under 28 U.S.C. § 1332, the federal diversity statute, and 28 U.S.C. § 2201, the declaratory judgment statute, against the Defendants: Jason A. Grissom, individually and in his official capacity as executor of the estate of his deceased father, Daniel M. Grissom; Daniel B. Grissom; Joshua S. Grissom (collectively, the "Grissom sons"); and Lolita Camp, Daniel M. Grissom's surviving spouse, all of whom are Tennessee citizens. The gravamen of Plaintiff's claim is that in good-faith error, Plaintiff distributed to the Grissom sons, instead of Camp, the death benefits from the deceased Daniel Grissom's pension plan annuity ("the Plan"). AXA seeks this Court's determination whether Camp is the proper beneficiary of the Plan's annuity.
The Grissom sons filed an answer and counterclaim, as well as a crossclaim against Camp (Docket Entry No. 28), contending, in essence: (1) that Camp executed a valid prenuptial agreement waiving any claims to Grissom's estate, including the Plan benefits; (2) that the Grissom sons are the proper beneficiaries under the Plan; and (3) that Grissom's prenuptial agreement and estate planning documents, considered as a whole, reflect Grissom's intention not to designate Camp as his beneficiary under the Plan.
Camp filed an amended answer and counterclaim against AXA, as well as a crossclaim against the Grissom sons. (Docket Entry No. 30). As to AXA, Camp contends: (1) that she is the proper beneficiary under the Plan; (2) that AXA negligently failed to pay the benefit to her; and (3) that AXA's negligence caused her damages, including attorney's fees. (Id. at 5-7.) Camp's crossclaims against the Grissom sons are, in sum: (1) that she is the proper beneficiary under the Plan; (2) that AXA erroneously disbursed a portion of the Plan's benefit to Joshua S. and Daniel B. Grissom; (3) that Camp has neither a duty nor obligation to provide any benefit to the Grissom sons; and (4) that the Grissom-Camp prenuptial agreement is invalid or inconsequential to the Plan's beneficiary designation. (Id. at 7-9.)
In earlier proceedings, AXA and the Grissom sons agreed to a preliminary injunction restraining and enjoining the Grissom sons from withdrawing additional funds from their accounts, restraining and enjoining them from spending, transferring, encumbering, dissipating, using, or in any way disposing of the previously withdrawn funds, and restraining and enjoining Jason, as executor of Grissom's estate, from distributing the remainder of the death benefit to Daniel B. or Joshua S. Grissom. (Docket Entry No. 17).
Before the Court are the following motions:
(1) The Grissom sons' motion to dismiss Camp's crossclaims1 (Docket Entry No. 42), contending: (1) that Camp's crossclaims are actually against AXA; and (2) that Camp's crossclaims fail to state claims against them. In her late response2 (Docket Entry No. 46), Camp contends that her declaratory judgment claims sufficiently state claims against the Grissom sons;(2) Camp's motions for summary judgment (Docket Entry Nos. 48, 50, 56, and 57).3 Camp's first motion seeks summary judgment against AXA and the Grissom sons, and contends, in sum: (1) that under the Plan, she is the proper and designated beneficiary; (2) that the Grissom-Camp prenuptial agreement is either invalid or inconsequential to the AXA Plan; and (3) that Grissom did not object to the terms of the annuity contract, or its amendment. (Docket Entry No. 48). AXA responds that the Plan amendment is incorporated into the original contract, and seeks indemnification from the Grissom sons, if Camp is awarded damages from AXA. (Docket Entry No. 75). In their response, the Grissom sons contend that Camp is not entitled to judgment as a matter of law, and that there are several disputed issues of material fact. (Docket Entry No. 77);
(3) Camp's second motion for summary judgment4 is against AXA, and contends, in essence: (1) that AXA's negligence forced Camp to hire a lawyer to assert her claims; (2) that attorney's fees are recoverable when an insurer fails to pay a claim; and (3) that AXA's negligence caused Camp's damages. (Docket Entry No. 50). In response (Docket Entry No. 72), AXA contends: (1) that the authorities Camp relies upon are not binding upon this Court; (2) that Camp has not established AXA's liability to her; and (3) that Camp's claims for attorney's fees as damages is not recognized by Tennessee law. (Docket Entiry No. 50);
(4) AXA's motion for judgment on the pleadings (Docket Entry No. 52) challenges the Grissom sons' counterclaim (Docket Entry No. 28) contending, in sum: (1) that the Grissom sons' counterclaim fails to state a claim; (2) that the Grissom sons fail to state a claim for breach of contract; and (3) that the Grissom sons cannot use tort law or equity principles to circumvent a breach of contract claim. In response, the Grissom sons argue, in essence: (1) that their claims for AXA's breach of contractual and fudiciary duties to Grissom are sufficiently stated; (2) that the Grissom sons should be permitted to amend or supplement their pleadings because AXA failed to produce discovery documents; and (3) that the Grissom sons voluntarily dismiss their unjust enrichment claim. (Docket Entry No. 67). In reply, AXA repeats its earlier contentions and further contends that the Grissom sons' fail to allege any damages. (Docket Entry No. 82);
(5) AXA's motion for judgment on the pleadings (Docket Entry No. 54) challenges Camp's counterclaim (Docket Entry No. 30) contending, in sum: (1) that Camp's breach of contract claim fails to state a claim; (2) that Camp may not use tort law to circumvent the terms of the Plan, a contract; and (3) that Camp's claim for attorney's fees fails to state a claim under Tennessee law. In response, Camp contends that her claims for breach of contract and attorney's fees are cognizable. (Docket Entry No.64). In reply, AXA asserts that Camp's response, (Docket Entry No. 64), is non-responsive to its motion. (Docket Entry No. 81); and
(6) The Grissom Sons' motion for summary judgment (Docket Entry No. 100) reiterates their position in earlier motions that Camp's prenuptial agreement, in which Camp expressly surrendered any right to the Plan, controls. Camp has filed a response (Docket Entry No. 102) that the Plan controls and that the deceased, Daniel Grissom, failed to act in good faith by failing to disclose his medical condition prior to execution of the prenuptial agreement thereby precluding any award of summary judgment to the Grissom Sons.
For the reasons stated below, the Court concludes that this controversy presents two competing and valid agreements under Tennessee law. The Plan is governed by Tennessee statutes and decisional law on contracts, and the prenuptial agreement is a valid contract permitted by Tennessee statute. Construing both agreements, the Court concludes that in the prenuptial agreement, Camp expressly agreed not to assert any claim against the Plan. The prenuptial agreement expressly listed the Plan and its value as the deceased Grissom's separate property. Camp's rights under the Plan are premised upon her status as the spouse of the deceased Grissom and in that capacity, Camp agreed to surrender that right. According to Tennessee decisional law, the disclosures for a prenuptial agreement involve disclosures of assets and the estimated value. Here, the prenuptial agreement expressly listed the Plan and its value and complies with Tennessee law. Camp lacks competent proof of the deceased Grissom's failure to disclose or to act in bad faith. These conclusions direct that the Plan's benefits be awarded to the Grissom sons in accordance with the prenuptial agreement and render moot the consideration of remaining matters.
The deceased Daniel Grissom applied for a "Simplified Employee Pension" Plan, with AXA that provided him a variable annuity contract, ("the Plan"). The Plan describes an employee's "individual retirement annuity" and provides, in pertinent part:
SECTION 1.01 EMPLOYER. The term "Employer" means the sole proprietor, partnership or corporation which has adopted a Plan. A sole proprietor is deemed to be his own Employer and a partnership is deemed to be the Employer of each partner.
SECTION 1.02 PLAN. The term "Plan" means (i) a program established by an individual which requires amounts contributed thereunder to be applied to the purchase of individual retirement annuities within the meaning of section 408(b) of the Code and (ii) a written program established by an Employer constituting a "Simplified Employee Pension" under Section 408(k) of the Code which requires amounts contributed thereunder to be applied to the purchase of individual retirement annuities within the meaning of Section 408(b) of the Code.
SECTION 1.03 ANNUITY. The term "Annuity" means an individual retirement annuity meeting the requirements of Section 408(b) of the Code.
SECTION 1.04 ANNUITY BENEFITS. The term "Annuity Benefits" means a benefit payable by AXA Equitable pursuant to Section 3.04 of the Contract.
SECTION 1.05 PARTICIPANT. The term "Participant" means a person who has been enrolled by AXA Equitable under the Contract pursuant to a Plan for the purpose of purchasing an Annuity under the Contract. A person shall become enrolled under the Contract upon receipt by AXA Equitable of an enrollment form made available by AXA Equitable and completed in a manner satisfactory to AXA Equitable. A person who has been enrolled under the Contract shall be a Participant-owner under the certificate during his lifetime. An Annuity is purchased for a person enrolled under the Contract upon
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