Weiner v. Klais and Co., Inc.
| Decision Date | 26 February 1997 |
| Docket Number | No. 96-3135,96-3135 |
| Parties | Alan WEINER, D.P.M., Plaintiff-Appellant, v. KLAIS AND COMPANY, INC., Defendant-Appellee. |
| Court | U.S. Court of Appeals — Sixth Circuit |
Paul W. Flowers (briefed), Gary B. Garson Company, Cleveland, OH, for Plaintiff-Appellant.
John C. Weisensell (argued and briefed), Amer, Cunningham & Brennan, Akron, OH, for Defendant-Appellee.
Before: KENNEDY, NELSON, and VAN GRAAFEILAND *, Circuit Judges.
Plaintiff appeals the District Court's dismissal of his complaint alleging violations of the Employee Retirement Income Security Act (ERISA) of 1974, 29 U.S.C. §§ 1001-1461. The District Court found that defendant was not a proper party to the lawsuit. We AFFIRM the dismissal, although on different grounds than the District Court.
Plaintiff, Dr. Alan Weiner, is a podiatrist who rendered medical services to six participants and/or beneficiaries of five different group health plans sponsored by their respective employers: Malco Products, Inc. Health Benefit Plan, Akron Porcelain and Plastics Company Health Benefit Plan, Portage County Health Benefit Plan, Fairlawn Country Club Health Benefit Plan, and City of Barberton Health Benefit Plan. According to the plan documents, each of the plans is self-funded and administered directly by a Plan Administrator, who is an official of the respective employer. Defendant Klais and Company, Inc. is the Claims Administrator for all of the plans.
The plan participants assigned their rights to benefits under their respective plans to plaintiff. Plaintiff submitted to defendant claims for payments relating to the services rendered. Defendant denied the claims, either partially or completely. On August 10, 1995, plaintiff filed a complaint against defendant only. In Count I, plaintiff asserts that defendant denied benefits in violation of the terms of "the Plan". 1 As relief, plaintiff seeks both to recover benefits pursuant to 29 U.S.C. § 1132(a)(1)(B) and to have a permanent injunction issued against defendant pursuant to 29 U.S.C. § 1132(a)(3). In Count II, plaintiff alleges that defendant breached its fiduciary duties and that plaintiff is entitled under 29 U.S.C. § 1109 to recover the benefits due under the plan and "to such other equitable or remedial relief deemed appropriate." In Count III, plaintiff claims that defendant has been unjustly enriched to the detriment of plaintiff and seeks payment for the rendered medical services. Finally, in a fourth count, plaintiff seeks a declaration that he is entitled to the benefits claimed under the plans. Plaintiff appears to concede that he never invoked the appeals procedures provided under any of the applicable plans, but he claims that such action would have been futile. Plaintiff asserts that the unpaid benefits amount to approximately $97,000.00.
After filing its Answer, defendant filed in a single document a Motion to Dismiss, a Motion for Judgment on the Pleadings, and a Motion for Summary Judgment. Attached as exhibits to defendant's motion were copies of the relevant plan documents and summary plan descriptions (SPDs), as well as the services agreements between defendant and each employer/plan sponsor. In a November 20, 1995 order, the District Court decided that it would not consider the motion for summary judgment before discovery had been completed and, accordingly, it denied that motion without prejudice. On November 21, 1995, plaintiff submitted a Motion for Leave to File First Amended Complaint, seeking to add each of the plans and their respective plan sponsors as defendants.
On December 22, 1995, defendant's Motion to Dismiss/Motion for Judgment on the Pleadings was granted. The court found that defendant was not a fiduciary, and it concluded that defendant was not a proper party to the lawsuit. The court dismissed the case without prejudice to its being refiled against the proper parties. The court also denied plaintiff's motion for leave to amend, stating that an amendment would add ten entirely new parties who had not been part of the proceedings thus far and, consequently, would be a "disaster" from a case management standpoint. This timely appeal followed.
We review de novo a district court's dismissal of a complaint under FED.R.CIV.P. 12(b)(6). Taxpayers United for Assessment Cuts v. Austin, 994 F.2d 291, 296 (6th Cir.1993). We must read all well-pleaded allegations of the complaint as true. Bower v. Federal Express Corp., 96 F.3d 200, 203 (6th Cir.1996). "Our review is essentially the same as the district court's; we 'take the plaintiff's factual allegations as true and if it appears beyond doubt that the plaintiff can prove no set of facts in support of its claims that would entitle it to relief, then ... dismissal is proper.' " Forest v. United States Postal Serv., 97 F.3d 137, 139 (6th Cir.1996) (quoting American Eagle Credit Corp. v. Gaskins, 920 F.2d 352, 353 (6th Cir.1990)). A complaint must contain either direct or inferential allegations with respect to all material elements necessary to sustain a recovery under some viable legal theory. Allard v. Weitzman (In re DeLorean Motor Co.), 991 F.2d 1236, 1240 (6th Cir.1993).
We first address plaintiff's argument that the District Court inappropriately considered affidavits and exhibits submitted by defendant, because we must determine what materials we may properly consider in our de novo review. Matters outside of the pleadings are not to be considered by a court in ruling on a 12(b)(6) motion to dismiss. See Hammond v. Baldwin, 866 F.2d 172, 175 (6th Cir.1989). Defendant attached to its motion to dismiss the plan documents, SPDs, and Benefit Management Services Agreements. 2 In denying defendant's motion for summary judgment, the court held that, in considering defendant's motion for dismissal or for judgment on the pleadings, it would consider "only those exhibits submitted by the defendant which can properly be considered incorporated by reference into the complaint and, thus, a part of the pleadings."
FED.R.CIV.P. 10(c) provides that "[a] copy of any written instrument which is an exhibit to a pleading is a part thereof for all purposes." Rule 10(c) is permissive, and a plaintiff is under no obligation to attach to his complaint documents upon which his action is based. See 5 CHARLES A. WRIGHT & ARTHUR R. MILLER, FEDERAL PRACTICE AND PROCEDURE § 1327, at 762 (2d ed.1990). However, a defendant may introduce certain pertinent documents if the plaintiff fails to do so. See Pension Benefit Guaranty Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir.1993); Cortec Indus., Inc. v. Sum Holding, L.P., 949 F.2d 42, 48 (2d Cir.1991); Romani v. Shearson Lehman Hutton, 929 F.2d 875, 879 n. 3 (1st Cir.1991); see also 5 WRIGHT & MILLER, supra, § 1327, at 762-63. Otherwise, a plaintiff with a legally deficient claim could survive a motion to dismiss simply by failing to attach a dispositive document upon which it relied. See White Consol. Indus., 998 F.2d at 1196. Hence, the Seventh Circuit has held 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." Venture Assocs. Corp. v. Zenith Data Sys. Corp., 987 F.2d 429, 431 (7th Cir.1993). We believe that this approach is appropriate.
Plaintiff references the "plan" numerous times in his complaint. Although plaintiff maintains that the complaint referred only to the "plan" as an entity and not to the "plan documents," his claims are based on rights under the plans which are controlled by the plans' provisions as described in the plan documents. Thus, we will consider the plan documents along with the complaint, because they were incorporated through reference to the plaintiff's rights under the plans, and they are central to plaintiff's claims. We need not decide whether the SPDs should be viewed as part of the complaint since they do not differ from the plans. The services agreements, however, were not mentioned directly or indirectly in the complaint. Even if the District Court relied improperly upon the services agreements, we may affirm on any valid ground, see Russ' Kwik Car Wash, Inc. v. Marathon Petroleum Co., 772 F.2d 214, 216 (6th Cir.1985), and we will consider only the plan documents in making our determination.
Defendant claims that we do not have jurisdiction to hear this case with regard to claims under the Portage County Health Benefit Plan and the City of Barberton Health Benefit Plan, because these plans are "governmental plans." Federal subject matter jurisdiction is granted to cases arising under ERISA pursuant to 29 U.S.C. § 1132(e). Section 4(b) of ERISA excludes application of the Act's provisions to governmental plans. See 29 U.S.C. § 1003(b)(1). Section 3(32) defines "governmental plan" as a plan "established or maintained for its employees ... by the government of any State or political subdivision thereof, or by any agency or instrumentality of any of the forgoing." Id. at § 1002(32).
The plan documents disclose that the Portage County and City of Barberton plans are not governed by ERISA. According to the plan documents, Portage County established the Portage County Health Benefit Plan for its employees, and the City of Barberton established the City of Barberton Health Benefit Plan for its employees. Portage County and the City of Barberton are political subdivisions of the State within the meaning of section 3(32) of ERISA, 29 U.S.C. § 1002(32). Therefore, we do not have jurisdiction over causes of action pertaining to these plans. 3
Per this Court's request after oral argument, plaintiff informed us in writing that after the District Court dismissed this action, he brought...
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