Moffett v. Halliburton Energy Services, Inc.

Decision Date29 May 2002
Docket NumberNo. 00-8083.,00-8083.
PartiesDouglas W. MOFFETT, Plaintiff-Appellant, v. HALLIBURTON ENERGY SERVICES, INC., a Delaware corporation; Trustees of the Halliburton Company Employees Trust; Energy Services Group Human Resources Committee, appointed pursuant to the Trustees of the Halliburton Company Employees Trust; Hartford Life and Accident Insurance Company, a Connecticut corporation, Defendants-Appellees.
CourtU.S. Court of Appeals — Tenth Circuit

C. John Cotton, Cotton Law Offices, Gillette, WY, for Plaintiff-Appellant.

Stuart B. Johnston, Jr., Vinson & Elkins, LLP, Dallas, Texas (Anissa A. Allbritton, Vinson & Elkins, LLP, Austin, Texas; and Roger E. Shumate, Murane & Bostwick, LLC, Casper, Wyoming, with him on the brief), for Halliburton Defendants-Appellees.

Michael S. Beaver (Parker W. Dragovich with him on the brief), Holland & Hart, LLP, Greenwood Village, Colorado, for Hartford Defendant-Appellee.

Before HENRY, ANDERSON, and MURPHY, Circuit Judges.

STEPHEN H. ANDERSON, Circuit Judge.

Plaintiff Douglas W. Moffett appeals from the dismissal with prejudice of his complaint alleging various ERISA and Wyoming state law violations by defendants Halliburton Energy Services, Inc., two Halliburton entities, and Hartford Life & Accident Insurance Co. We affirm.

BACKGROUND

Moffett was employed by Halliburton as a cementer from 1989 to 1994. During this time, Halliburton maintained an Income Disability Plan, which was subject to the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. §§ 1001, et. seq. Defendant Trustees of the Halliburton Company Employees' Trust ("Trustees"), was initially responsible for administering the Plan. The Trustees, in turn, created defendant Energy Services Group Human Resources Committee ("Committee"), and delegated to the Committee the responsibility of functioning as Plan administrator.1

During his employment, which involved heavy labor, Moffett suffered back injuries, as a result of which he qualified for long term disability payments of, initially, $1,649.44 per month, effective June 9 1994. Moffett also applied for and ultimately was awarded a Permanent Partial Disability Award from the Wyoming Workers' Compensation Fund totaling $46,748.40. Moffett utilized the award for bills and other obligations and expenses, while continuing to receive monthly payments of $1,649.44 from the Halliburton Plan. During the negotiation of Moffett's final Wyoming Workers' Compensation fund award, neither Halliburton nor Hartford ever alleged that they were entitled to offset that award against the disability payments they had been making to Moffett.

At some point in 1996 or 1997, defendant Hartford Life & Accident Insurance Co. agreed to provide and/or administer insurance and other benefits (neither the record nor the briefs assist us in the specifics of this agreement) to Halliburton employees, including Moffett. Hartford began providing some services to Halliburton in connection with its Plan, including the determination of benefit claims. In any event, on December 19, 1997, the Halliburton defendants and Hartford entered into an agreement, entitled the "Claim Reserve Buy-Out Agreement," pursuant to which Halliburton's self-funded reserves, totaling $20,438,000, were transferred to Hartford as a premium for an insurance policy from Hartford. Hartford then insured benefit claims under the Plan. It is unclear who the Plan administrator was following the execution of the Buy Out Agreement, although there is some evidence in the record that the Halliburton Company Benefits Committee was designated as the Plan administrator.

Hartford sent Moffett a letter on May 29, 1998, terminating his monthly disability payments, asserting that Hartford and Halliburton were entitled to a setoff for the workers' compensation permanent partial disability award he had previously received. On August 2, 1998, Moffett received a disability determination from Social Security, and he began receiving monthly payments of $775 in November 1998.

During the subsequent twenty-two months, Moffett and Hartford exchanged correspondence, during which Moffett endeavored to determine why his benefits had been discontinued and Hartford continued to refuse to provide Moffett with any disability payments. In particular, Moffett alleges he sent correspondence to "defendants" on June 23, July 17, and August 7, 1998, "generally requesting review and rescission of the May 29, 1998, decision," Plaintiff's First Amended Complaint ("A.C.") at § B, ¶ 25, Appellant's Br., App. 4 ("App.4") at 11, and informing "defendants" that the "Workers' Compensation award was not a `tort settlement'" and that he had not received a "total disability" award from anyone. Id. Finally, on February 6, 2000, Hartford sent Moffett a letter explaining that it had incorrectly terminated his benefits, and it subsequently reimbursed Moffett approximately $16,000 for benefits wrongfully withheld. Moffett does not dispute that he has received all benefits to which he is entitled.

This action followed, in which Moffett alleged that Halliburton, the Trustees and the Committee breached fiduciary duties under ERISA, including the reporting and disclosure requirements, particularly, 29 U.S.C. §§ 1021, 1022, 1023, 1024, 1104, 1105, 1132 and 1133, and subjecting them to the penalties and remedial provisions of 29 U.S.C. §§ 1109 and 1132. He alleges that the belated award of $16,000 erroneously failed to include statutory penalties, consequential damages, attorney's fees and costs, and any other "remedial or equitable remedies available under ERISA." A.C. at § B, ¶ 50, App. 4 at 16. He also asserted claims for waiver and estoppel.2

Moffett also brought a claim against Hartford for "the tort of insurance bad faith," id. at § D 1, ¶ 6, App. 4 at 23, as well as a claim under Wyo. Stat. Ann. § 26-15-124 for failure to act in a timely manner and unreasonably denying an insurance payment. He alleged alternative claims against Hartford, asserting the same ERISA violations as against the other defendants, in the event Hartford is deemed an administrator or fiduciary under ERISA. In addition to the damages discussed above, Moffett also sought punitive damages.

The Halliburton defendants filed a motion to dismiss under Fed.R.Civ.P. 12(b)(6) for failure to state a claim or, alternatively, a motion for a more definite statement under Rule 12(e). They argued that Moffett failed to adequately allege any ERISA violation, and that he has identified no form of relief, equitable or otherwise, to which he would be entitled under ERISA where he has already received, albeit belatedly, the full benefits owed him. Defendant Hartford also asserted that Moffett's state law claims against it were preempted by ERISA. The district court agreed with all defendants and dismissed Moffett's complaint with prejudice.

Moffett appeals, arguing the district court erred in: (1) dismissing his complaint without "declaring [Moffett's] entitlement to benefits without set off by Defendants," Appellant's Br. at 12; (2) dismissing his complaint for "the failure or refusal of the Halliburton Defendants to comply with the mandatory reporting requirements of ERISA" and the refusal to provide requested information, id. at 15, 17; (3) dismissing his complaint alleging that the Halliburton defendants breached their fiduciary duties in connection with the Claim Reserve Buy Out Agreement; (4) dismissing his claims for statutory penalties and money damages under ERISA; and (5) dismissing his state law claims against Hartford as preempted.

DISCUSSION

"We review de novo the district court's grant of a 12(b)(6) motion to dismiss, bearing in mind that `all well-pleaded allegations in the ... complaint are accepted as true and viewed in the light most favorable to the nonmoving party.'" Stidham v. Peace Officer Standards and Training, 265 F.3d 1144, 1149 (10th Cir.2001) (quoting Sutton v. Utah State Sch. for the Deaf & Blind, 173 F.3d 1226, 1236 (10th Cir.1999)). Because we review the sufficiency of the complaint alone, we look only at the four corners of the complaint.3 See Dean Witter Reynolds, Inc. v. Howsam, 261 F.3d 956, 960 (10th Cir.2001) ("[G]enerally courts should not look beyond the confines of the complaint itself when deciding a Rule 12(b)(6) motion to dismiss."). However, "we need not accept Appellant's conclusory allegations as true" when we review the grant of a Rule 12(b)(6) motion. Southern Disposal, Inc. v. Texas Waste Mgmt., 161 F.3d 1259, 1262 (10th Cir.1998).

Focusing strictly on the allegations in Moffett's complaint, we agree with the district court and defendants that he has failed to state a claim for a violation of ERISA. We consider Moffett's claims, as articulated in his complaint, against the Halliburton defendants and against Hartford in turn.

I. Claims Against Halliburton Defendants

Moffett's complaint contains three primary groups of claims against the Halliburton defendants. He also scatters throughout his complaint references to other ERISA provisions. First, Moffett alleges that "Defendants are in violation of ERISA, and subject to statutory penalties, including but not limited to those referenced in 29 U.S.C. § 1132, which provides for Defendants to be `personally liable to (Plaintiff) ... in the amount of ... $100 per day' for enumerated violations." A.C. at § C-1, ¶ 2, App. 4 at 20.

Section 1132(a)(1)(A) of ERISA permits a participant or beneficiary to bring an action for the relief provided in subsection (c) which, in turn, provides a penalty for an administrator "who fails to meet the requirements of ... section 1166... or section 1021(e)(1)" or "who fails or refuses to comply with a request for any information which such administrator is required by this subchapter to furnish." 29 U.S.C. § 1132(c)(1)(A) and (B). Section 1166 of ERISA applies to group health plans, not disability income plans. Section 1021(e)(1) of...

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