Swearingen v. Honeywell, Inc.

• Decision Date: 15 February 2002
• Docket Number: CIVIL ACTION No. 01-2040-GTV.
• Citation: 189 F.Supp.2d 1189
• Parties: Dora SWEARINGEN, Plaintiff, v. HONEYWELL, INC., Defendant.
• Court: U.S. District Court — District of Kansas

189 F.Supp.2d 1189

Dora SWEARINGEN, Plaintiff, v. HONEYWELL, INC., Defendant.

CIVIL ACTION No. 01-2040-GTV.

United States District Court, D. Kansas.

February 15, 2002.

COPYRIGHT MATERIAL OMITTED

David T. Holt, Campbell, Holt & Associates, Kansas City, MO, Mark A. Corder, Olathe, KS, John Harl Campbell, John Harl Campbell L.L.C., Osage Beach, MO, for Plaintiff.

J. Nick Badgerow, Spencer, Fane, Britt & Browne, Overland Park, KS, for Defendant.

MEMORANDUM AND ORDER

VanBEBBER, Senior District Judge.

Plaintiff, Dora Swearingen,¹ brings this action pursuant to the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq. ("ERISA"), and Kansas state law, alleging that Defendant Honeywell, Inc. ("Honeywell"), is barred by the doctrine of estoppel from denying benefits to her under her deceased husband's pension plan and that Defendant breached its fiduciary duty as administrator of the plan. The case is before the court on Motion of Defendant Honeywell to Dismiss with Prejudice (Doc. 20). For the reasons set forth below, Defendant's motion is granted in part and denied in part.

I. FACTUAL BACKGROUND

Prior to his death at age forty-one, Plaintiff's common law husband, Steve Swearingen,² was employed by Defendant at various locations across the United States. At the time of his death, Mr. Swearingen worked at Defendant's Olathe, Kansas, facility. Following Mr. Swearingen's death, Plaintiff requested payment of any benefits due to her under Defendant's employee benefits plans.

On June 15, 1999, Patrick McGovern, one of Defendant's in-house attorneys, sent a letter to Plaintiff's counsel informing him of the various benefits payable to Plaintiff under Defendant's plans. Among the plans noted by Mr. McGovern was the Bendix Salaried Employee Retirement Pension Plan ("Bendix Plan"). According to Mr. McGovern, Plaintiff was eligible for a survivor income benefit under the Bendix Plan of $905.40 per month.³ Plaintiff claims that Mr. McGovern's representation regarding the survivor income benefit prompted her to enter into a family settlement agreement with Mr. Swearingen's parents by which she relinquished rights to benefits and funds to which she might have otherwise been entitled.

On May 15, 2000, Kevin Covert, another one of Defendant's in-house attorneys, sent Plaintiff's counsel a letter informing him that Mr. McGovern's representation in the June 15, 1999, letter was incorrect and that Plaintiff was in fact not eligible for the survivor income benefit under the Bendix Plan. Mr. Covert claimed that because Mr. Swearingen died prior to the age of fifty, he was required to be an active employee at a Bendix location in order for his beneficiary to recover under the Plan. According to Mr. Covert, Mr. Swearingen's transfer from the Bendix facility in Redmond, Washington, to the non-Bendix facility in Olathe, coupled with his death prior to the age of fifty, negated any of Plaintiff's rights to recover as beneficiary under the Bendix Plan.

Although Defendant purportedly failed to provide Plaintiff with the Bendix Plan, the Bendix Plan summary documents or other related Bendix Plan documents, Plaintiff claims that, upon information and belief, the Plan is ambiguous as to whether Mr. Swearingen remained eligible for survivor income benefits following his transfer to the non-Bendix Olathe facility.

II. STANDARD OF REVIEW

Defendant moves to dismiss Plaintiff's complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure for failure to state a claim upon which relief can be granted. The court begins by noting that Defendant filed its motion to dismiss after submitting its answer in this case. Technically, it is impermissible under the Federal Rules to submit an answer and thereafter file a Rule 12(b)(6) motion to dismiss. See Fed. R.Civ.P. 12(b) (stating that a motion to dismiss under the rule "shall be made before pleading if further pleading is permitted"). "However, because Rule 12(h)(2) permits the court to consider `[a] defense of failure to state a claim upon which relief can be granted' within a Rule 12(c) motion for judgment on the pleadings, the court will treat defendant's motion as if it had been submitted under Rule 12(c)." Faulk v. Tiffany, No. 99-2354-GTV, 2000 WL 714336, at *1 (D.Kan. May 23, 2000) (citing Westcott v. City of Omaha, 901 F.2d 1486, 1488 (8th Cir.1990); Aldabe v. Aldabe, 616 F.2d 1089, 1093 (9th Cir.1980)). The distinction between the two rules is purely one of procedural formality, however. The court will employ the same standard that it uses to analyze a Rule 12(b)(6) motion to dismiss to evaluate a Rule 12(c) motion for judgment on the pleadings. Ramirez v. Dep't of Corr., 222 F.3d 1238, 1240 (10th Cir.2000) (citation omitted).

A Rule 12(b)(6) motion to dismiss will be granted only if it appears beyond a doubt that the plaintiff is unable to prove any set of facts entitling her to relief under her theory of recovery. Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957). "All well-pleaded facts, as distinguished from conclusory allegations, must be taken as true." Swanson v. Bixler, 750 F.2d 810, 813 (10th Cir.1984) (citation omitted). The court must view all reasonable inferences in favor of the plaintiff, and the pleadings must be liberally construed. Id. (citation omitted). The issue in reviewing the sufficiency of a complaint is not whether the plaintiff will prevail, but whether the plaintiff is entitled to offer evidence to support her claims. Scheuer v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974), overruled on other grounds by Harlow v. Fitzgerald, 457 U.S. 800, 102 S.Ct. 2727, 73 L.Ed.2d 396 (1982).

Finally, the court notes Plaintiff's request for the court to review Defendant's motion as a motion for summary judgment pursuant to Fed.R.Civ.P. 56. The court declines to do so. Specifically, the court disagrees with Plaintiff's contention that a Rule 12(b)(6), or in this case a Rule 12(c), motion must be converted into a motion for summary judgment when it involves "a fact not established by the pleadings." Rules 12(b)(6) and 12(c) require that a motion be converted into one for summary judgment only when matters outside of the pleadings are presented to and considered by the court. See Fed. R.Civ.P. 12(b)(6), (c). Matters outside of the pleadings have not been presented to or considered by the court in this case. Accordingly, the court simply applies the Rule 12(b)(6) standard previously enunciated and takes any fact, assuming that it is well-pleaded by Plaintiff, as true. See Swanson, 750 F.2d at 813.

III. DISCUSSION

Defendant advances several arguments in support of its motion to dismiss. First, Defendant contends that Plaintiff lacks standing to pursue this action under ERISA because she cannot show that she was a beneficiary under the Bendix Plan. Second, Defendant argues that Count I of Plaintiff's complaint, which sounds in common law estoppel, is pre-empted by ERISA. Third, Defendant maintains that Count II of Plaintiff's complaint must be dismissed because estoppel under ERISA is not recognized by the Tenth Circuit, and even if it is, Plaintiff fails to satisfy the requisite elements to state such a claim. Finally, Defendant submits that Count III of Plaintiff's complaint, which alleges breach of fiduciary duty under ERISA, fails to state a claim. Defendant also requests that the court award Defendant its costs and attorney's fees in this matter. Plaintiff requests that Defendant's motion be denied or, in the alternative, requests that the court provide her with an opportunity to amend her complaint to address any deficiencies noted by Defendant.

A. Standing to Pursue ERISA Action

Defendant first contends that Plaintiff lacks standing to pursue an action under ERISA. ERISA permits participants, beneficiaries, fiduciaries, and the Secretary of Labor to file suit for the causes of action authorized under the statute. See 29 U.S.C. § 1132(a). In this case, Plaintiff claims that she is a beneficiary under the Bendix Plan. ERISA defines a "beneficiary" as "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. § 1002(8). Defendant argues that Mr. Swearingen was not a participant⁴ in the Bendix Plan when he died and that, therefore, Plaintiff cannot qualify as a beneficiary because she was never entitled or potentially entitled to any benefits under the Plan. The court disagrees.

The primary issue in this lawsuit appears to be whether Mr. Swearingen remained a participant in the Bendix Plan at the time of his death. Defendant contends that he was not. Plaintiff alleges that, upon information and belief, the Bendix Plan was ambiguous as to whether he was. Viewing all reasonable inferences in the light most favorable to Plaintiff, the court concludes that Plaintiff has satisfactorily alleged that Mr. Swearingen may have qualified as a participant under the Bendix Plan at the time of his death. Given this, the court holds that Plaintiff has standing to pursue her claims under ERISA as a beneficiary under the Bendix Plan.⁵

B. Common Law Estoppel Claim

Defendant next argues that Count I of Plaintiff's complaint, which sounds in common law estoppel, is pre-empted by ERISA. ERISA pre-empts state law claims that "relate to" any employee benefit plan covered under ERISA. 29 U.S.C. § 1144(a); Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 45, 107 S.Ct. 1549, 95 L.Ed.2d 39 (1987). The United States Supreme Court has noted that "the express preemption provisions of ERISA are deliberately expansive, and designed to `establish pension plan regulation as exclusively a federal concern.'" Pilot Life, 481 U.S. at 45-46, 107 S.Ct. 1549 (quoting Alessi v. Raybestos-Manhattan, Inc., 451 U.S. 504, 523, 101 S.Ct. 1895, 68 L.Ed.2d 402 (1981)). Given the pre-emption clause's broad scope, the Supreme Court has stated that a state law "relates...