Bourgeois v. Valero Energy Corp.

• Decision Date: 07 December 2016
• Docket Number: Civil Action No. 16-00494
• Parties: Bourgeois v. Valero Energy Corp., et al
• Court: U.S. District Court — Western District of Louisiana

Bourgeois v. Valero Energy Corp., et al

Civil Action No. 16-00494

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF LOUISIANA LAFAYETTE DIVISION

December 7, 2016

Judge Rebecca F. Doherty

Magistrate Judge Carol B. Whitehurst

REPORT AND RECOMMENDATION

Before the Court, on referral from the district judge, are Motion[s] To Dismiss Pursuant to Federal Rule 12(b)(6)¹ filed by Defendants Principal Life Insurance Co. ("Principal") [Rec. Doc. 12], Alon USAGP LLC ("Alon") [Rec. Doc. 18], Valero Energy Corporation ("Valero") [Rec. Doc. 20], and Merrill Lynch Pierce Fenner & Smith Inc. ("Merrill Lynch") [Rec. Doc. 25] (collectively known as "Defendants"), Plaintiff, Brenda Fontenot Bourgeois', Memorandum in Opposition to Defendants' Motions [Rec. Docs. 32, 33, 34, 35], Defendants' Replies thereto [Rec. Docs. 43, 45] and Plaintiff's Voluntary Motion To Dismiss, Without Prejudice, Claims Against Defendants, From Suit Pursuant To Rule 41(a)(1) And Retains All Claims Against Remaining Defendants, Desiree N. Bourgeois, Hannah R. Bourgeois, Estate OfAnthony S. Bourgeois, And Many Other Beneficiaries (Known) And Unknown [Rec. Doc. 36], Opposition Memoranda filed by Principal [Rec. Doc. 47] Plaintiff's Reply thereto [Rec. Doc. 49].² After considering the entire record of this action as well as the applicable jurisprudence, the undersigned will recommend that Defendants' Motion[s] To Dismiss be granted and Plaintiff's Motion To Voluntary Dismiss Without Prejudice be denied as moot.

I. Procedural and Factual Background

On or about March 2, 2016, Brenda Fontenot Bourgeois ("Plaintiff"), the ex-wife of Anthony S. Bourgeois ("the decedent"), filed this lawsuit in the 27th Judicial District Court for the Parish of St. Landry. R. 1-3. On April 14, 2016, the action was removed to the U.S. District Court for the Western District of Louisiana, Lafayette Division, on the grounds that Plaintiff's state law claims for benefits under various retirement/pension/401(k) plans were completely preempted by ERISA, § 502(a). R. 1, at ¶¶ V, X-XVII.

Plaintiff alleges the following pertinent facts in her Petition: Plaintiff and the decedent were married on March 21, 1987. R. 1-3, at ¶ 2. The decedent "accepted ajob with Phibro, then Basis Refining who was ultimately changed [sic] to Valero Energy Corporation and finally Alon USA. . . ." Id., at ¶ 4. From April 1, 1988 to July 1, 2008, certain contributions were paid into the [Valero retirement/401(k) plan] (the "Valero Plans"), attributable to the employment of [the decedent]. Id., at ¶ 6. From July 1, 2008 to February 28, 2014, certain contributions were paid into the [Alon USA Pension and 401(k) Plan/Retirement Plan] (the "Alon Plans"), attributable to the employment of [the decedent]. Id., at ¶ 7. Plaintiff and the decedent divorced on February 28, 2014, which dissolved their marriage and the community of acquets and gains. Id., at ¶ 3 The decedent died, more than a year later, on April 1, 2015. Id., at ¶ 5.

In her Petition, Plaintiff does not allege that she is a participant or a named beneficiary under the Valero/Alon Plans ("the Plans"). Rather, she claims that she is the "owner" of a one-half interest of the proceeds in the Plans, which represents the amount of contributions invested by the decedent during the existence of the community of acquets and gains between Plaintiff and the decedent. Id.,at ¶ 10. Plaintiff alleges that the proceeds under the Plans "became payable to [the decedent's] estate and his beneficiaries" on April 1, 2015, the date of the decedent's death. Id.,at ¶ 9. Plaintiff seeks a judgment "recognizing [her] as the owner of one-half (½)" of the proceeds in the Alon Plans "attributable to creditable service during the existence ofthe former community of acquets and gains, namely in the interest of, upon information and belief, ½ of the total of such proceeds. . . ." Id.,at ¶ 12.

II. The Parties' Contentions

Plaintiff alleges that she is entitled to one-half of the proceeds from the Plans based solely on the decedent's contributions to the Plan during the existence of the community regime between Plaintiff and the decedent. Plaintiff relies on Louisiana community property law as the basis for these claims.

In their motions to dismiss, Defendants assert that because the decedent's retirement accounts are governed by ERISA, all of Plaintiff's claims addressing the ownership and/or beneficiary rights of the ERISA-governed plans are preempted. Consequently, all of Plaintiff's claims must be dismissed with prejudice.

III. Legal Standard

"[W]hen the allegations in a complaint, however true, could not raise a claim of entitlement to relief, this basic deficiency should be exposed at the point of minimum expenditure of time and money by the parties and the court." Cuvillier v. Taylor, 503 F.3d 397, 401 (5^th Cir.2007). Accordingly, Rule 12(b)(6) allows a defendant to move for expeditious dismissal when a plaintiff fails to state a claim upon which relief can be granted. In ruling on a 12(b)(6) motion, "[t]he court accepts all well-pleaded facts as true, viewing them in the light most favorable to theplaintiff." In re Katrina Canal Breaches Litigation, 495 F.3d 191, 205 (5^th Cir.2007). However, "the tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions. Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). Further, "[t]o survive a Rule 12(b)(6) motion to dismiss, the plaintiff must plead enough facts to state a claim to relief that is plausible on its face. Factual allegations must be enough to raise a right to relief above the speculative level, on the assumption that all the allegations in the complaint are true (even if doubtful in fact)." In re Katrina Canal Breaches Litigation, 495 F.3d at 205.

When deciding a 12(b)(6) motion to dismiss, the court "must consider the complaint in its entirety, as well as ... documents incorporated into the complaint by reference, and matters of which a court may take judicial notice." Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322 (2007); see also Collins v. Morgan Stanley Dean Witter, 224 F.3d 496, 498-99 (5^th Cir. 2000) ("[W]e note approvingly, however, that various other circuits have specifically allowed that '[d]ocuments that a defendant attaches to a motion to dismiss are considered part of the pleadings if they are referred to in the plaintiff's complaint and are central to her claim.").

IV. Law and Argument

1. Motions To Dismiss

The Court previously considered Plaintiff's Motion To Remand and whether or not the Court had subject matter jurisdiction over this action. R. 26, 41, 55, 56. This Court issued a Report and Recommendation: (1) finding the Alon and Valero Plans at issue are governed by the Employment Retirement Income Security Act, 29 U.S.C. § 1001, et seq ("ERISA"); (2) holding that this Court has subject matter jurisdiction over this action under ERISA § 502(a); and (3) recommending that Plaintiff's Motion To Remand be denied. Thus, the Court will consider the motions to dismiss based on ERISA.

Congress enacted ERISA to provide for "a uniform regulatory scheme over employee benefit plans." Aetna Health Inc. v. Davila, 542 U.S. 200, 208 (2004). "ERISA broadly preempts any and all state laws that 'relate to' ERISA-covered pension plans. 29 U.S.C. § 1144(a)." Taliaferro v. Goodyear Tire & Rubber Co., 265 Fed. Appx. 240 (5^th Cir. 2008) (quoting Manning v. Hayes, 212 F.3d 866, 870 (5^th Cir. 2000)). The Fifth Circuit is clear that "ERISA preempts a state law claim 'if (1) the state law claim addresses an area of exclusive federal concern, such as the right to receive benefits under the terms of an ERISA plan; and (2) the claim directly affects the relationship between the traditional ERISA entities: the employer, the planand its fiduciaries, and the participants and beneficiaries.'" Smith v. Texas Children's Hosp., 84 F.3d 152, 155 (5^th Cir.1996) (quoting Hubbard v. Blue Cross & Blue Shield Ass'n, 42 F.3d 942, 945 (5th Cir. 1995). A "participant" is defined by ERISA as an "employee or former employee of an employer, or any member or former member of an employee organization, who is or may become eligible to receive a benefit." 29 U.S.C. § 1002(7). A "beneficiary" is a "person designated by a participant or by the terms of an employee benefit plan, who is or may become entitled to a benefit thereunder." Id. at § 1002(8).

A lawsuit by a participant or beneficiary to recover benefits from a covered plan falls directly within the civil enforcement provision of ERISA, which provides an exclusive federal cause of action for the resolution of such disputes. See Metropolitan Life Ins. Co. v. Taylor, 481 U.S. 58, 62-63 (1987) (citing Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 56 (1987)). "'It is clear that ERISA preempts a state law cause of action brought by an ERISA plan participant or beneficiary alleging improper processing of a claim for plan benefits.'" Dowden v. Blue Cross & Blue Shield of Tex., Inc., 126 F.3d 641, 643 (5^th Cir. 1997) (quoting Memorial Hosp. Sys., 904 F.2d at 245 (citing Pilot Life Ins. Co., 481 U.S. at 48)). Considering the allegations of the Petition, it is clear that Plaintiff's exclusive remedy lies within the civil enforcement provisions of ERISA.

Plaintiff alleges that she is entitled to half of the contributions paid into the ERISA plans because the contributions were made during the existence of the community property regime and therefore, she is entitled to her half under Louisiana community property laws. As the United States Supreme Court explained in Boggs v. Boggs, 520 U.S. 833 (1997), the qualified domestic relations order ("QDRO") provisions of ERISA address the rights of divorced and separated spouses, and their dependent children, which are the traditional concern of domestic relations law. Id. at 850. "The QDRO and...