11-423-cv Arditi v. Lighthouse Int'l
UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT
August Term 2011
(Argued: August 25, 2011 Decided: February 9, 2012 Amended: March 9, 2012)
Docket No. 11-423-cv
ARIES ARDITI,
Plaintiff-Appellant,
v.
LIGHTHOUSE INTERNATIONAL,
Defendant-Appellee.
Before: STRAUB and CHIN, Circuit Judges, and PRESKA, Chief District Judge.*
Appeal from a judgment of the United States
District Court for the Southern District of New York (Cote,
J.) denying plaintiff-appellant's motion to remand the case
* The Honorable Loretta A. Preska, Chief Judge, United States District Court for the Southern District of New York, sitting by designation. to state court on federal preemption grounds under the
Employee Retirement Income Security Act and dismissing the
action for failure to state a plausible claim for relief.
Chief District Judge PRESKA dissents in a separate
opinion.
AFFIRMED.
RONALD S. GREENBERG (Jared I. Heller, on the brief), Kramer Levin Naftalis & Frankel LLP, New York, New York, for Plaintiff-Appellant.
MICHELLE SCHOTT (Curtis C. Mechling, Joanna S. Smith, on the brief), Stroock & Stroock & Lavan LLP, New York, New York, for Defendant-Appellee.
CHIN, Circuit Judge:
In this case, the district court found that
plaintiff-appellant Aries Arditi's claims against defendant-
appellee Lighthouse International ("Lighthouse") were
preempted by the Employee Retirement Income Security Act
("ERISA") because they arose under Lighthouse's Pension Plan
(the "Plan") and not separately and independently out of
Arditi's written employment agreement (the "Agreement").
-2- The district court denied Arditi's motion to remand the case
to state court, holding that Arditi's claims were preempted
by ERISA and that his suit was therefore properly removed to
federal court. The district court then dismissed the action
for failure to state a claim because Arditi had not stated
any basis for challenging Lighthouse's authority to amend
the Plan.
On appeal, Arditi argues that the additional
benefits he seeks are based on a promise separate and
independent from the Plan. We disagree. Accordingly, we
affirm the district court's denial of Arditi's motion to
remand the case to state court and dismissal of the action
for failure to state a claim upon which relief may be
granted.
STATEMENT OF THE CASE
1. The Facts
The following facts are undisputed.
From 1982 to 2000, Arditi was employed by
Lighthouse as a "vision scientist." During this time, under
the Plan, Arditi accrued 18.83 years of service credit.
-3- In 2000, Arditi left Lighthouse, accepting
employment elsewhere. After his departure, Lighthouse
amended the Plan, adding a "Rule of 85," which entitled any
qualified employee to retire and collect her pension
benefits before the age of 65 if the sum of the employee's
age and years of vested service were equal to or greater
than 85.1 The Plan also reserved Lighthouse's right to
amend the Plan, stating: "Lighthouse reserves the right at
1 The relevant provisions of the Plan were as follows:
Effective April 1, 2001, if a Member's combined age and years of Vesting Service equals 85 or more the early retirement benefit shall be equal to his Accrued Benefit at such Early Retirement Date; however, such early retirement benefit shall not be subject to reduction.
. . .
If a former Member is reemployed following a Period of Severence of more than 12 months, he shall again become a Member on his Reemployment Date. Such Member's Vesting Service and Credited Service shall be restored upon his completion of one year of Continuous Service . . .
(Barr Decl., ECF Doc. No. 11-2, Ex. B ¶¶ 5.1(c), 7.3(b), Arditi v. Lighthouse Int'l, No. 10 Civ. 8416 (S.D.N.Y. Nov. 19, 2010)).
-4- any time, by action of the Board, to modify or amend the
Plan in whole or in part." (Barr Decl., Ex. B ¶ 14.1).
On July 1, 2002, Arditi returned to Lighthouse, in
part to take advantage of the Rule of 85 amendment. The
Agreement, which was dated June 13, 2002 and signed by both
parties, read as follows:
With respect to the . . . Plan, in which you are already fully vested, your new employment here will result in reinstatement as a plan member. You now have credited service for purposes of pension calculation of 18.83 years of previous service and the amount of time you work here in the future will be added.
Our retirement plan has now added a Rule of 85 provision that provides an unreduced benefit to employees whose age plus years equal 85 or more. As you are now age 51, your age plus your years of service is approximately 70 years. Assuming you continue to work at the Lighthouse for another eight years, your age then, 59 and years of service then, 26, would equal 85. At that time if you opt to retire you will receive an unreduced pension benefit.
-5- (Greenberg Decl., ECF Doc. No. 17-1, Ex. A at 2, Arditi v.
Lighthouse Int'l, No. 10 Civ. 8416 (S.D.N.Y. Dec. 10,
2010)).
On May 14, 2007, Lighthouse notified Plan members,
including Arditi, that the Plan would be frozen. Indeed, on
June 30, 2007, before Arditi's age and years of service
reached a total of 85, the Plan was frozen. The freeze
stopped the accrual of service time for all Plan members.
On March 19, 2010, Arditi retired. Because of the
freeze, Lighthouse did not credit Arditi for nearly three
years of service -- from July 1, 2007 (the date Lighthouse
froze the Plan) to March 19, 2010 (the date Arditi retired).
2. Proceedings Below
On September 30, 2010, Arditi filed a lawsuit
against Lighthouse in state court, seeking a declaratory
judgment and asserting two causes of action for breach of
contract. The complaint expressly referred to the Plan and
sought benefits under the Plan. Lighthouse removed the
action to federal court. Arditi promptly and voluntarily
discontinued the action.
-6- On November 2, 2010, Arditi repleaded his claims
and refiled the lawsuit in state court. The new complaint
contained the same two causes of action as the first
complaint, but eliminated certain direct references to the
Plan and to ERISA.
The second action was also removed to federal
court. On November 15, 2010, Arditi filed a motion to
remand to state court. On November 19, 2010, Lighthouse
filed a motion to dismiss the complaint pursuant to Federal
Rule of Civil Procedure 12(b)(6).
On January 18, 2011, the district court denied
Arditi's motion to remand and dismissed the complaint.
Arditi v. Lighthouse Int'l, No. 10 Civ. 8416, 2011 WL 166919
(S.D.N.Y. Jan. 18, 2011). The district court held that
Arditi's claim was properly removed to federal court because
it was preempted by ERISA. Id. at *4; see ERISA § 502, 29
U.S.C. § 1132. The district court also held that dismissal
of the complaint was warranted because Arditi failed to
-7- state any basis for challenging Lighthouse's authority to
amend the Plan. Arditi, 2011 WL 166919, at *4.
This appeal followed.
DISCUSSION
We review a district court's ERISA preemption
ruling and 12(b)(6) dismissal for failure to state a claim
de novo. Stevenson v. Bank of N.Y. Co., 609 F.3d 56, 59 (2d
Cir. 2010) (preemption ruling); Selevan v. N.Y. Thruway
Auth., 584 F.3d 82, 88 (2d Cir. 2009) (Rule 12(b)(6)
dismissal). First, we examine the district court's denial
of Arditi's motion to remand the case to state court.
Second, we consider the district court's dismissal of the
case for failure to state a claim.
I. Motion to Remand
A. Applicable Law
1. Removal
"[A]ny civil action brought in a State court of
which the district courts of the United States have original
jurisdiction, may be removed by the defendant" to federal
court. 28 U.S.C. § 1441(a). District courts have original
-8- jurisdiction over "federal question" cases, or cases
"arising under the Constitution, laws, or treaties of the
United States." 28 U.S.C. § 1331. To determine if a case
involves a federal question, courts generally turn to the
"well-pleaded complaint" rule –- that is, courts examine
"what necessarily appears in the plaintiff's statement of
his own claim . . . unaided by anything alleged in
anticipation of avoidance of defenses . . . [that] the
defendant may interpose." Aetna Health Inc. v. Davila, 542
U.S. 200, 207 (2004) (quoting Taylor v. Anderson, 234 U.S.
74, 75-76 (1914)) (internal quotation marks omitted).
Complete preemption provides one exception to the
well-pleaded complaint rule. See id. "When a federal
statute wholly displaces the state-law cause of action
through complete pre-emption, the state claim can be
removed" to federal court. Id. (quoting Beneficial Nat.
Bank v. Anderson, 539 U.S. 1, 8 (2003)) (internal quotation
marks omitted). "ERISA is one of these statutes." Id. at
208. "This is so because when the federal statute
completely pre-empts the state-law cause of action, . . .
-9- even if pleaded in terms of state law, [it] is in reality
based on federal law." Id. at 207-08 (internal quotation
marks omitted). This exception also prevents plaintiffs
from "avoid[ing] removal" to federal court "by declining to
plead necessary federal questions." Romano v. Kazacos, 609
F.3d 512, 519 (2d Cir. 2010) (quoting Rivet v. Regions Bank,
522 U.S. 470, 475 (1998) (internal quotation marks omitted).
2. ERISA Preemption
"Congress enacted ERISA to 'protect . . . the
interests of participants in employee benefit plans and
their beneficiaries' by setting out substantive regulatory
requirements for employee benefit plans and to 'provid[e]
for appropriate remedies, sanctions, and ready access to the
Federal courts.'" Davila, 542 U.S. at 208 (quoting 29
U.S.C. § 1001(b)). Section 502(a)(1)(B) of ERISA provides
participants or beneficiaries with a civil remedy to recover
benefits due under their plans, to enforce rights under
their plans, or to clarify rights to future benefits under
their plans. ERISA § 502(a)(1)(B), 29 U.S.C. § 1132(a).
-10- To establish a "uniform regulatory regime over
employee benefit plans," and "to ensure that employee
benefit plan regulation is exclusively a federal concern,"
ERISA includes expansive pre-emption provisions. Davila,
542 U.S. at 208 (internal quotation marks and citations
omitted); see ERISA § 514, 29 U.S.C. § 1144. ERISA provides
that it "shall supersede any and all State laws insofar as
they may now or hereafter relate to any employee benefit
plan." ERISA § 514, 29 U.S.C. § 1144.
Under the Supreme Court's test in Davila, ERISA
preempts a cause of action where: (1) "an individual, at
some point in time, could have brought his or her claim
under ERISA § 502(a)(1)(B);" and (2) "no other independent
legal duty . . . is implicated by a defendant's actions."
Davila, 542 U.S. at 210; see Montefiore Med. Ctr. v.
Teamsters Local 272, 642 F.3d 321, 328 (2d Cir. 2011)
(applying the Davila two-part conjunctive test). To avoid
potential confusion under the first prong of Davila, this
Court has further clarified that the plaintiff must show
that: (a) he is the type of party who can bring a claim
-11- pursuant to § 502(a)(1)(B) of ERISA; and (b) the actual
claim asserted can be construed as a colorable claim for
benefits pursuant to § 502(a)(1)(B). Montefiore, 642 F.3d
at 328.
B. Application
1. ERISA Preemption
First, in this case, Davila's first prong is
satisfied because Arditi could have brought his claim under
ERISA. See Davila, 542 U.S. at 210. Indeed, he did so in
his complaint in the first action. Under Montefiore, Arditi
is the type of party who can bring an ERISA claim because he
is a Plan participant and he is seeking benefits under the
Plan and, specifically, under the Rule of 85 provision. See
Montefiore, 642 F.3d at 328. Additionally, Arditi's actual
claims asserted seek enforcement of specific provisions of
the Plan, "implicate coverage and benefits established by
the terms of the ERISA benefit plan," and "can be construed
as . . . colorable claim[s] for benefits pursuant to §
502(a)(1)(B)." Id.
-12- Second, Davila's second prong is also satisfied
because "no other independent legal duty" is implicated by
Lighthouse's actions. See Davila, 542 U.S. at 210;
Montefiore, 642 F.3d at 328. Lighthouse's obligations under
the Plan are "inextricably intertwined with the
interpretation of Plan coverage and benefits" and "[do] not
create a sufficiently independent duty under Davila." See
Montefiore, 642 F.3d at 332.
To avoid ERISA preemption, Arditi argues that he
is not seeking benefits under the Plan. Instead, Arditi
claims that he is seeking damages for breach of a promise
separate and independent from the Plan and set forth in the
Agreement, using the Plan merely as a benchmark for damages.
The argument fails because Arditi was in fact a
participant in the Plan and his pension rights arose under
the Plan. When Arditi rejoined Lighthouse, the Agreement
stated: "With respect to the Lighthouse International
Pension Plan, in which you are already fully vested, your
new employment here will result in reinstatement as a plan
member." (Greenberg Decl., Ex. A at 2 (emphasis added)).
-13- The Agreement further described Lighthouse's "Rule of 85"
provision as a new addition to "[o]ur retirement plan."
(Greenberg Decl., Ex. A at 2). Hence, the language of the
Agreement makes clear that Arditi was being "reinstate[d]"
into the Plan, and that the Rule of 85 provision had been
"added" to the Plan. (Id.). The Agreement described the
benefits that Arditi would acquire upon his return to the
Plan and made clear that Arditi's benefits arose from, and
were governed by, the terms of the Plan. The Plan provided
more than a mere benchmark for calculating damages; indeed,
it was the basis for the claimed benefits. Thus, as the
district court correctly held, the Agreement did not
establish a separate and independent promise; rather,
Arditi's claims derived directly from the Plan.
The Dissent argues that "[a]lthough Arditi was a
participant in the Plan and entitled to receive a reduced
benefit under it, he raises at least a colorable claim that
his right in general to receive 'an unreduced pension
benefit' upon retirement -- that is, a different benefit
from that payable under the Plan -- arises under the express
-14- terms of his employment agreement." (Dissent Op. at 6-7
(emphasis in dissenting opinion) (quoting Greenberg Decl.,
Ex. A at 2)). The phrase "unreduced pension benefit"
appears in the last sentence of the second paragraph of the
second page of the Agreement. (Greenberg Decl., Ex. A at
2). That paragraph, however, begins as follows: "Our
retirement plan has now added a Rule of 85 provision that
provides an unreduced benefit to employees whose age plus
years equal 85 or more." (Greenberg Decl., Ex. A at 2
(emphases added)). In context, then, it is clear that the
"unreduced pension benefit" arose from the Plan and not the
Agreement.
Further, Stevenson, the case on which Arditi
relies, is easily distinguishable. There, the plaintiff
left the employ of the defendant bank. 609 F.3d at 60. The
bank nonetheless promised to "maintain [the plaintiff's]
benefits" under its pension plan, even though pension
beneficiaries would normally lose coverage upon ending their
employment with the bank. Id. This Court held that the
plaintiff's complaint did "not derive[] from the particular
-15- rights and obligations established by [any] benefit plan[]
. . . but rather[,] from a separate promise that references
various benefit plans." Id. at 60-61 (quoting Davila, 542
U.S. at 213) (internal quotation marks and citations
omitted).
Here, there is nothing in the Agreement that is
comparable to the promises made in Stevenson. See id. at
60. In Stevenson, an agreement separate and independent
from the pension plan governed the plaintiff's benefits
because the plaintiff was no longer in the bank's employ and
was no longer a participant in the bank's plan. Id. at 60-
61. Whatever rights the plaintiff had arose not from the
bank's plan, but from the independent agreement that gave
him benefits even though he had no right to them under the
plan. Here, the Agreement expressly referred to Arditi's
"reinstatement" into the Plan as a Lighthouse employee and
described Arditi's benefits under the Plan upon his return
to Lighthouse. The Agreement merely described the benefits
Arditi would receive as a Plan member; it made no promises
-16- of benefits separate and independent from the benefits under
Accordingly, we agree with the district court that
Arditi's claims are preempted by ERISA.
2. Removal
The district court properly denied Arditi's motion
to remand the case to state court because Arditi's state law
claims are preempted by ERISA. The suit was properly
removed to federal court, the district court had federal
jurisdiction over the case, and remand to state court was
not warranted. See 28 U.S.C. §§ 1331, 1441(a).
II. Motion to Dismiss
"To survive a motion to dismiss, a complaint must
contain sufficient factual matter, accepted as true, to
state a claim to relief that is plausible on its face. A
claim has facial plausibility when the plaintiff pleads
factual content that allows the court to draw the reasonable
inference that the defendant is liable for the misconduct
alleged." Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009)
(internal quotation marks and citations omitted).
-17- Here, the district court properly dismissed
Arditi's complaint because he failed to state a claim for
relief that was plausible on its face. See id. Arditi did
not challenge Lighthouse's authority to amend the Plan;
indeed, Arditi conceded that Lighthouse had the authority to
freeze the Plan. Accordingly, the district court properly
dismissed Arditi's action for failure to state a plausible
claim. Id.
CONCLUSION
We have considered Arditi's remaining arguments
and conclude that they are without merit. For the reasons
set forth above, the judgment of the district court is
-18- PRESKA, Chief District Judge, dissenting:
The majority’s decision today reaches beyond the
squarely presented question of whether Arditi’s claims are
preempted by ERISA and in so doing effectively reaches the
merits of his underlying state law contract claim against
Lighthouse. Because the proper forum for resolving the
underlying contract claim is the state court and the
majority’s holding eviscerates any distinction between the
federal preemption and state law merits questions, I
respectfully dissent.
As the majority notes, in determining whether a
case involves a federal question such that remand to a state
court would be inappropriate, courts look to the “well-
pleaded complaint” - examining “what necessarily appears in
the plaintiff’s statement of his own claim . . . unaided by
anything alleged in anticipation of avoidance of defenses
. . . [that] the defendant may interpose.” Aetna Health
Inc. v. Davila, 542 U.S. 200, 207 (2004) (quoting Taylor v.
Anderson, 234 U.S. 74, 75-76 (1914)) (internal quotation
marks omitted). For the policy reasons described by the
majority, ERISA serves as an exception to this rule because it “wholly displaces the state-law cause of action through
complete pre-emption.” Id. (quoting Beneficial Nat’l Bank
v. Anderson, 539 U.S. 1, 8 (2003)) (internal quotation marks
omitted). This exception does, as the majority suggests,
prevent plaintiffs from “avoid[ing] removal” to federal
court “by declining to plead ‘necessary federal questions.’”
Romano v. Kazacos, 609 F.3d 512, 519 (2d Cir. 2010) (quoting
Rivet v. Regions Bank, 522 U.S. 470, 475 (1998)).
ERISA preemption does not occur, however, solely
because a state law claim may alternatively be a colorable
claim under the ERISA statute. Under the Supreme Court’s
test in Davila, ERISA preempts a cause of action where: (1)
“an individual, at some point in time, could have brought
his or her claim under ERISA § 502(a)(1)(B);” and (2) “no
other independent legal duty . . . is implicated by a
defendant’s actions.” Davila, 542 U.S. at 210. This Court
has clarified that the first prong of Davila is satisfied
where: (a) a plaintiff is the type of party who can bring a
claim pursuant to § 502(a)(1)(B) of ERISA; and (b) the
actual claim asserted can be construed as a colorable claim
for benefits pursuant to § 502(a)(1)(B). See Montefiore
-2- Med. Ctr. v. Teamsters Local 272, 642 F.3d 321, 328 (2d Cir.
2011). The majority concludes that the first prong of the
Davila test is satisfied because Arditi could have brought
his claim under ERISA and because Arditi is the type of
party who can bring an ERISA claim as a Plan participant
seeking benefits under the Rule of 85 provision. See
Majority Opinion (“Majority Op.”) at 12. Though it is not
at all clear to me that Arditi could make a colorable claim
for his specific requested relief under the Plan’s Rule of
85 provision (as the Plan was validly amended to exclude
this benefit, (Barr Decl., ECF Doc. No. 11-2, Ex. B ¶ 14.1,
Arditi v. Lighthouse Int’l, No. 10 Civ. 8416 (S.D.N.Y. Nov.
19, 2010)), I will accept it as true for the purposes of
this opinion.
Even if the majority is correct in concluding that
Davila’s first prong is met, ERISA preemption still does not
occur unless “no other independent legal duty . . . is
implicated by a defendant’s actions.” Davila, 542 U.S. at
210 (emphasis added). The two Davila prongs are
independent; otherwise courts could essentially collapse
them into one by finding that a plaintiff’s claim is a
-3- colorable one under ERISA and going no further. The
majority appears to do so here. See Majority Op. at 12-13.
The majority concludes that Lighthouse’s obligations to
Arditi under the Plan are “inextricably intertwined with the
interpretation of Plan coverage and benefits” and therefore
“[do] not create a sufficiently independent duty under
Davila.” See id. at 13 (citing Montefiore, 642 F.3d at
332). As this Court recently stated, however, an
independent legal duty incorporating Plan benefits or
relying on Plan terms and calculations does not in itself
lead to ERISA preemption. See Stevenson v. Bank of N.Y.
Co., 609 F.3d 56, 61 (2d Cir. 2010). Courts must look to
the nature of a plaintiff’s claim of an independent legal
duty (and therefore to “defendant’s actions,” Davila, 542
U.S. at 210) for guidance.
The majority’s analogy to this Court’s prior
holding in Montefiore on this point is flawed in two
respects. First, the plaintiff health services provider in
Montefiore claimed that the relevant independent legal duty
arose in quasi-contract - specifically, that prior to
providing services to each beneficiary under the Defendant
-4- Fund’s Plan, Montefiore called the Fund and verified that
the patient was eligible and the anticipated services were
covered, and that these verbal communications gave rise to
an independent legal duty between Montefiore and the Fund.
Montefiore, 642 F.3d at 332. This Court concluded that
these verbal communications were insufficient on their face.
Id. Second, and most critically, this Court observed in
Montefiore that “this pre-approval process was expressly
required by the terms of the Plan itself” and was therefore
“inextricably intertwined with the interpretation of Plan
coverage and benefits.” Id. These facts starkly contrast
with those in this case.
First, Arditi claims that an independent legal
duty arose in this case as a matter of pure contract law,
citing the text of his 2002 employment agreement with
Lighthouse which states: “Assuming you continue to work at
the Lighthouse for another eight years, your age then, 59
and years of service then, 26, would equal 85. At that time
if you opt to retire you will receive an unreduced pension
benefit.” (Greenberg Decl., ECF Doc. No. 17-1, Ex. A at 2,
Arditi v. Lighthouse Int’l, No. 10 Civ. 8416 (S.D.N.Y. Dec.
-5- 10, 2010) (emphasis added)). Essentially Arditi argues that
this independent undertaking by his employer exempted him
from the admittedly valid freezing of the Plan applicable to
all other Plan participants and constituted a promise by the
employer to make up the difference between the “unreduced
pension benefit” allegedly promised in the agreement and the
reduced pension benefit payable under the frozen Plan.
Moreover, unlike in Montefiore, Lighthouse was under no
specific obligation under the terms of the Plan itself to
make this separate promise in Arditi’s employment contract.
Arditi argues on appeal, consistent with our prior holding
in Stevenson, that he is seeking damages for breach of a
promise made separately and independently from the Plan
enrollment, but referencing its terms as a benchmark for
calculation.
In rejecting Arditi’s arguments, the majority
states that they must fail because he was a participant in
the Plan and his right to a pension arose solely under the
Plan. See Majority Op. at 13. This goes too far. Although
Arditi was a participant in the Plan and entitled to receive
a reduced benefit under it, he raises at least a colorable
-6- claim that his right in general to receive “an unreduced
pension benefit” upon retirement - that is, a different
benefit from that payable under the Plan - arises under the
express terms of his employment agreement. This is
precisely the species of claim this Court has already stated
is not preempted by ERISA. See, e.g., Stevenson, 609 F.3d
at 61 (“The BNY benefits plans may provide a benchmark for
determining claimed damages, but such damages would be
payable from BNY’s own assets, not from the plans
themselves.”). So too in this case. Arditi’s Complaint
alleges an independent contractual duty to pay an unreduced
pension benefit as a condition of his employment with
Lighthouse “separate and apart from any obligation
[Lighthouse] might have had under the Pension Plan.” (Barr
Decl., Ex. A at 8). As this allegation makes clear, Arditi
is not merely seeking a claim of right under the Plan but
damages for breach of an independent contractual obligation,
not necessarily payable from the Plan itself but from
Lighthouse’s own assets. This claim for relief is entirely
consistent with this Court’s holding in Stevenson and is not
preempted by ERISA.
-7- The majority attempts to distinguish Stevenson by
pointing to the fact that Stevenson had left the employ of
the defendant bank, and the bank had nonetheless promised to
“maintain [the plaintiff’s] benefits” under its pension plan
even though pension beneficiaries normally lost coverage
upon terminating their employment. See Majority Op. at 15-
16; Stevenson, 609 F.3d at 60. Because the Stevenson
plaintiff was expressly not an employee and therefore no
longer a member of the Plan, the majority argues, he can
establish an independent obligation that Arditi cannot. See
Majority Op. at 15-16. This current/former employee
distinction is arbitrary and is not compelled by Stevenson
itself. Unless the majority is prepared to hold today that
current employees enrolled in ERISA-style benefit plans can
never demonstrate that their employers have made them an
independent promise calculated by reference to an existing
plan, as in Stevenson, then the majority is simply
evaluating the relative strength of the Stevenson and Arditi
promises when it says “there is nothing in the Agreement
that is comparable to the promises made in Stevenson.” See
id. at 16. Evaluating the strength of Lighthouse’s promise
-8- to Arditi in his employment agreement, however, is of course
a matter of state contract interpretation rather than a
matter of ERISA preemption. It is sufficient that Arditi
points to a contract outside his enrollment in the Plan and
raises a colorable claim that it establishes an independent
legal duty between Lighthouse and himself. Actually
adjudicating that contract claim is the province of the
state court of competent jurisdiction.
Indeed, it is troubling that in reaching its
holding today, the majority is forced to decide several
ultimate issues of contract interpretation. This Court is
forced to conclude, for example, that the language in the
employment agreement referring to “reinstatement as a plan
member,” (Greenberg Decl., Ex. A at 2), outweighs the
language stating “[a]t that time if you opt to retire you
will receive an unreduced pension benefit,” (id.). See
Majority Op. at 13-15. The majority concludes that the
employment agreement only “described the benefits that
Arditi would acquire upon his return to the Plan and made
clear that Arditi’s benefits arose from, and were governed
by, the terms of the Plan.” Id. at 14. The fact this panel
-9- cannot agree on what, if anything, the employment agreement
“made clear” with regard to the pension benefit seems to cut
against this holding and speaks to at least a fact question
on contract interpretation. Moreover, it is clear that the
majority here again views Arditi’s enrollment in the Plan
and ongoing employment with Lighthouse to be fatal to his
claim, even if it does not state this in such pejorative
terms. That Arditi is a Plan beneficiary does not, in my
view, heighten his burden in raising a colorable claim of an
extra-Plan independent legal duty based on “[D]efendant’s
actions.” Davila, 542 U.S. at 210. Here, Arditi has done
so. That it may be less clear-cut than the promise at issue
in Stevenson is of no moment. A plaintiff raising a
colorable independent claim of state contract law is not
required to prove his case in federal court in order to
avoid ERISA preemption.
Thus, the majority has collapsed the two Davila
prongs into one: having found that Arditi’s claim could
possibly have been brought as a direct claim for Plan
benefits under ERISA, it essentially stops there. The
majority is only able to conclude cursorily that the second
-10- Davila prong is satisfied by arbitrarily distinguishing
Stevenson and pointing to the clearly distinguishable facts
in Montefiore as evidence that Arditi’s claim is also
coverage and benefits.” Montefiore, 642 F.3d at 332.
Ironically, it was in Montefiore that this Court expressly
warned of the danger of confusing the two Davila prongs in
this way:
[I]n situations in which a party seeks remand to a state court, it [is] easy to overlook the distinction between a claim (1) brought solely pursuant to an independent duty that has nothing to do with ERISA, and a claim which (2) could have been brought under ERISA, but also rests on “[an]other independent legal duty that is implicated by [the] defendant's actions.” The former fails to satisfy the first prong of Davila because it does not state a “colorable claim” for benefits, Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 117-18 (1989), and therefore could not have been brought under ERISA, and the latter fails to satisfy the second prong of Davila. Davila, 542 U.S. at 210.
Montefiore, 642 F.3d at 328. It is for this reason that the
fact that Arditi first styled his action as one for benefits
-11- under the Plan is not relevant to our decision today. See,
e.g., Majority Op. at 6-7.
For these reasons, I respectfully dissent.
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