Opinion
Case No. 04 C 8219.
July 22, 2005
MEMORANDUM AND ORDER
Before the court is defendants', CNA Financial Corporation ("the Corporation") and the CNA Severance Pay Plan ("Plan") (together "CNA"), motion to dismiss plaintiffs' complaint alleging violations of the Employee Retirement Income Security Act of 1974, as amended, 42 U.S.C. § 1001, et seq. ("ERISA") and federal common law fraud and federal common law breach of contract. For the following reasons, the motion is denied in part and granted in part.
I. BACKGROUND
For purposes of this motion to dismiss, the court accepts all well-plead facts as true. See Alicea-Hernandex v. Catholic Bishop of Chicago, 320 F.3d 698, 701 (7th Cir. 2003). The ninety plaintiffs worked as sales employees in the Corporation's Life Business Operations Company ("LBO") selling life insurance, long-term care insurance and annuities. Since approximately 1996, plaintiffs had been participants in the severance pay Plan at issue.
On or around March 8, 2000, the Corporation sent a letter to LBO employees stating that it was exploring the sale of the LBO company. The letter stated that if a sale resulted in layoffs, employees would receive enhanced severance payments and outplacement assistance. At the time of the letter, plaintiffs were eligible to receive severance benefits under the Plan. The Plan also stated that, "[y]ou will be notified of any material changes to these plans within a reasonable amount of time."
On or around June 10, 2003, Robert L. McGinnis was named president and chief executive officer of the Corporation's Life and Group operations and began exploring the sale of the LBO company to Swiss Re. According to plaintiffs, such a sale would result in the elimination of plaintiffs' jobs and therefore create severance liability for the Corporation. In September 2003, CNA amended the Plan by eliminating plaintiffs and other sales employees as eligible employees under the Plan.
Plaintiffs allege that defendants did not notify plaintiffs of the September 2003 amendent until April 1, 2004, almost seven months after the actual amendment and four days before the plaintiffs were terminated. Plaintiffs contend that this notice did not constitute "reasonable notice" as provided in the Plan. Plaintiffs have filed a four-count complaint: Count I against all defendants (claim for benefits due under ERISA section 502(a)(1)(B)); Count II against defendant CNA Financial Corporation (breach of fiduciary duty under ERISA sections 404 and section 502(a)(3)); Count III against defendant CNA Financial Corporation (fraud based on federal common law and ERISA section 502(a)(3); and Count IV against all defendants (breach of contract under federal common law and ERISA section 502(a)(3)).
II. STANDARD FOR A 12(b)(6) MOTION TO DISMISS
In ruling on a motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6), the court must assume the truth of the facts alleged in the pleadings, construe the allegations liberally, and view them in the light most favorable to the plaintiff. See Flannery v. Recording Indus. Assoc. of Am., 354 F.3d 632, 637 (7th Cir. 2004); Hickey v. O'Bannon, 287 F.3d 656, 657-58 (7th Cir. 2002). Under Rule 12(b)(6), dismissal is appropriate if there is no possible interpretation of the complaint under which it can state a claim. See Flannery, 354 F.3d at 637.
III. ANALYSIS
A. Benefits due under the policy (Count I)
In Count I, plaintiffs allege that they were entitled to severance payments under the Plan and therefore seek severance pay pursuant to ERISA § 502(a)(1)(B). Specifically, plaintiffs allege that the express terms of the Plan state that CNA was to give "reasonable notice" of any material modification. According to plaintiffs, the September 2003 modification of the severance plan which purportedly excluded plaintiffs from receiving severance benefits was null and void because "reasonable notice" was not provided.
1. ERISA and Seventh Circuit precedent
Defendants first argue that plaintiffs' allegations regarding lack of notice are barred by ERISA's express statutory provisions and Seventh Circuit precedent.
a. ERISA
"Under ERISA, severance benefit plans qualify as welfare benefit plans." Jackson v. E.J. Brach Corp., 176 F.3d 971, 978 (7th Cir. 1999). "Unlike retirement or pension benefits, welfare benefits do not accrue or vest, and while subject to some disclosure, and fiduciary requirements, these benefits are not governed by the stricter ERISA provisions." Id. (citations omitted). Accordingly, employers may alter or eliminate welfare benefit plans without violating ERISA. Id. (citations omitted). ERISA does, however, provide that plan administrators are obligated to furnish each participant or beneficiary with certain documentation that describes the benefits they are entitled to receive. 29 U.S.C. §§ 21021(a)(1), 1024(a)(1), 1024(b)93), 1025(c), and 1133. Further, ERISA requires that plan administrators of welfare benefit plans provide participants and beneficiaries with notice of "material modifications" to the plan no later than 210 days after the close of the plan year in which the amendment was made. 20 U.S.C. § 1024(b) ("The administrator of an employee benefit plan subject to the provisions of part 1 of title I of the Act shall . . . furnish a summary description of any material modification to the plan. . . . not later than 210 days after the close of the plan year in which the modification or change was adopted.").
Plaintiffs also argue that dismissal is inappropriate because defendants may have owed notice within 120 days. Specifically, plaintiffs assert that it "could be determined that what defendant characterized as a plan amendment was in fact a new, substitute plan, which would require notice within 120 days under ERISA Section 1204(b)(1)(B), 29 U.S.C. 1024(b)(1)(B)." Alternatively, plaintiffs argue that the amendment could be deemed a plan termination under which ERISA does not provide a notification period, but for which plaintiffs believe 120 days is an appropriate period. Thus, plaintiffs argue under either of these scenarios, the defendants may have provided inadequate notice under ERISA, and thus, dismissal is inappropriate. However, on a motion to dismiss, all of plaintiffs' well-plead allegations are taken as true. Flannery, 354 F.3d at 637. In their complaint, plaintiffs consistently refer to the change made in September 2003 excluding plaintiffs from the Plan as an "amendment" — never as a new plan or the termination of a plan. Thus, the court rejects these arguments and does not construe plaintiffs' complaint as alleging a notification violation under ERISA.
The plaintiffs acknowledge that defendants provided notification of the amendment eliminating plaintiffs as eligible for severance pay within the statutorily-mandated period (i.e., within 210 days after the close of the plan year in which the amendment was made). The defendants thus assert that defendants had no other duty to make any additional disclosures. Defendants rely on Neuma, Inc. v. E.I. Dupont De Nemours and Company, 133 F. Supp. 2d 1082, 1089 (N.D. Ill. 2001) for their contention that "courts should not write into ERISA plans that which Congress did not require." At first glance, defendants' argument is persuasive.
However, in Neuma, the court stated that " where . . . there is no direct command otherwise in the trust plan's language, a fiduciary is under no additional obligation to notify a participant or beneficiary of the relevant conversion period dates under the plan." Neuma, 133 F. Supp. 2d at 1089 (emphasis added). See also Smith v. Commonwealth Edison Mut. Benefit Ass'n., No. 85 C 2185, 1987 WL 5697, at *4 (N.D. Ill. Jan. 21. 1987) (absent requirement in plan documents that fiduciary provide written notice of conversion rights, fiduciary under no obligation to inform employee of rights after employee is terminated) (emphasis added). These cases suggest that where there is plan language imposing a separate notification burden, defendants could be responsible for abiding by a notification date imposed by the Plan separate and apart from the notification requirements under ERISA. Thus, the court will not dismiss Count I on this ground.
b. Seventh Circuit Precedent
Defendants also assert that plaintiffs are suing for monetary relief that is not available for technical violations of ERISA. Panaras v. Liquid Carbonic Indus. Corp., 74 F.3d 786 (7th Cir. 1996); Jackson, 176 F.3d 971, 979 (7th Cir. 1999). In Panaras and Jackson, the plaintiffs sued under ERISA's civil enforcement remedy, 29 U.S.C. § 1132 (ERISA Section 502(a)(1)(B)), for defendants' alleged failure to comply with ERISA's notice requirements in modifying a severance plan to condition severance benefits on the signing of a release. The Seventh Circuit held in each case that "technical violations of ERISA's notification provisions . . . ordinarily do not provide a basis for monetary relief." Panaras, 74 F.3d at 789. The Seventh Circuit went on to explain that "[m]onetary relief is available only `in exceptional cases'. . . . [where] `the employer must have acted in bad faith, actively concealed the benefit plan, or otherwise prejudiced their employees by inducing their reliance on a faulty plan summary before recovery for procedural violations is warranted." Id. (citing Kreutzer v. A.O. Smith Corp., 951 F.2d 739, 743 (7th Cir. 1991)). Given that the plaintiffs in both cases had not adequately alleged bad faith, prejudice or concealment, the plaintiffs' claims in both Panaras and Jackson were dismissed.
While not expressly stating so, defendants appear to be arguing that any violation of the "reasonable notice" provision in the Plan is simply a technical violation like those in Panaras and Jackson. Accordingly, defendants conclude that plaintiffs should not be able to obtain monetary relief under the same logic of Panaras and Jackson because plaintiffs have failed to plead the requisite bad faith, prejudice or concealment required in Panaras, Jackson, or Kreutzer.
Plaintiffs contend that the instant case is distinguishable because it depends on an express term of the plan versus ERISA's statutory notice provisions. The defendants do not expressly address this argument, but merely assert the arguments listed above.
Plaintiffs also argue that the "technical violation" cases are inapposite because they involve "minor plan amendments," which they assert is not the case in the instant action, which, according to plaintiffs, is apparently a major violation. The court rejects this argument on the ground that the Seventh Circuit has made no distinction between "minor" and "major" violations. Nor will the court give any credence to the plaintiffs' argument that the Supreme Court decision of Swierkiewicz v. Sorema, 534 U.S. 506 (2002) essentially requires overruling the pleading requirements discussed in Panaras, Jackson, and Kreutzer. In Swierkiewicz, the court held that courts should not hold employment discrimination plaintiffs to the heightened pleading requirements of Fed.R.Civ.P. 9(b). Id. at 513. However, as in the instant case, the defendants in Panaras, Jackson and Kreutzer sought dismissal under Rule 12(b)(6), not Rule 9(b). The Panaras court noted that while federal notice-pleading provided for a generous reading of the complaint, "in order to resist a motion to dismiss, the complaint must at least set out facts sufficient to `outline or adumbrate' the basis of the claim." Panaras, 74 F.3d at 792. Thus, the court does not read Panaras, Jackson, and Kreutzer as requiring heightened pleading, but only pleading sufficient to avoid dismissal under Rule 12(b)(6). Swierkiewicz, therefore, is inapposite.
The logic of defendants' argument is appealing. However, plaintiffs do not allege that the defendant has violated the ERISA notification requirement; rather, as they point out, they are alleging that the Plan did not abide by the terms of the contract. Thus, the "technical violation" cases are not directly applicable to this case and defendants point to no authority in support of their position. As such, the court is unwilling at this stage of the litigation to conclude that plaintiffs cannot state a claim upon which relief may be granted based upon cases interpreting ERISA's statutory notice provisions and not those based upon a consideration of the express terms of the plan. Accordingly, defendants' motion to dismiss Count I on this ground is denied.
2. Deference to Plan Administrator
Defendants further argue, in their reply brief, that the issue of "reasonable notice" was already presented to and rejected by the Plan administrator. Thus, defendant argues that because the Plan administrator's interpretation of the Plan is entitled to deference and should be treated as a final judgment provided that the Plan administrator's decision was an informed one, plaintiffs' argument regarding "reasonable notice" should be rejected. Herzberger v. Standard Ins. Co., 205 F.3d 327, 331 (7th Cir. 2000) (arbitrary and capricious standard applies only to judicial review of ERISA benefit determinations if the policy clearly expresses that the plan administrator has discretion to grant or deny claims for benefits). Plaintiffs refer to this as the Firestone defense. Firestone Tire Rubber Co. v. Bruch, 489 U.S. 101, 115 (1989) (under ERISA, judicial review of the administrator's benefit determination is de novo unless the plan grants discretionary authority to the administrator).
Plaintiffs have filed a motion to strike defendants' Firestone defense argument on the ground that it was improperly raised for the first time in the reply brief. In the alternative, plaintiffs have moved to convert the motion to dismiss on Count I to a motion for summary judgment. According to plaintiffs, the documents that CNA attached to its motion to dismiss (i.e., Plan documents, a "Reporting and Disclosure Guide for Employee Benefit Plans" issued by the U.S. Department of Labor," and an affidavit authenticating the CNA documents) require that the court convert CNA's motion to one for summary judgment and stay the motion to dismiss as to Count I pending discovery.
The court agrees with defendants that consideration of the Plan documents does not necessarily require it to turn the motion into one for summary judgment. While plaintiffs' complaint refers to the original Plan or the amended Plan, these documents are not attached to the complaint and under Fed.R.Civ.P. 10(c), plaintiffs were under no obligation to attach them. However, defendants attached certain documents they claim are the Plan documents as exhibits to its motion to dismiss. Because plaintiffs discussed these documents in the complaint and the documents are central to their claims, they can be considered part of the pleadings. Venture Assoc. Corp. v. Zenith Data Sys., 987 F.2d 429, 431 (7th Cir. 1993) ("Documents 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.").
Plaintiffs, however, argue that while defendant has stated that Plan documents attached to the motion to dismiss were "the only operative Plan documents that were in existence at the relevant time," this statement is actually incorrect. Plaintiffs assert that because there is a question as to what plan documents exist and which documents control (i.e., the Plan, the Summary Plan Description or the Certificate of Insurance), consideration of the documents submitted by defendants with their motion to dismiss is actually inappropriate until such time as discovery is complete.
According to plaintiffs, the Plan documents at issue have not yet been determined by the parties and the arguments as to which plan documents control have not yet been fully developed. Until it is determined what the relevant plan documents are and what language is included in each of the documents as to the plan administrator's discretionary authority, this court cannot make a reasoned decision regarding the proper standard of review of the plan administrator's decision. See e.g., Wolff v. Continental Cas. Co., No. 03 C 4667, 2004 WL 2191579, at *9-12 (N.D. Ill. Sept. 28, 2004) (discussing the language, or lack of it, in the plan, the summary plan description, and the certificate of insurance to determine whether the proper standard of review is de novo or arbitrary and capricious). Thus, given the fact that the plan documents properly at issue is in dispute, a determination as to the Plan administrator's discretion, and thus, this court's standard of review, is not appropriate at this point in the litigation. Thus, defendant's motion to dismiss Count I based on the Firestone defense is denied.
Because the court is denying defendant's motion to dismiss Count I, it need not address plaintiffs' argument that the Seventh Circuit decision in Beach v. Commonwealth Edison Co., 382 F.3d 656, 659-60 (7th Cir. 2004), requires prompt notice of material amendments in all circumstances and thus precludes dismissal.
B. Plaintiffs' claims in Counts II, III, and IV under ERISA section 502(a)(3)
In Count II, plaintiffs allege that CNA breached its fiduciary duty under ERISA section 502(a)(3) by not communicating the September 2003 modifications to all employees (including plaintiffs) rather than just those positively affected. Counts III and IV also allege ERISA violations under ERISA sectopm 502(a)(3).
1. Section 502(a)(2) does not permit individual recoveries.
Defendant CNA first argues that because relief under 502(a)(2) is allowable only on behalf of the Plan, plaintiffs may not seek individual recoveries. Plumb v. Fluid Pump Serv., Inc., 124 F.3d 849, 863 (7th Cir. 1997). Plaintiffs agree and abandon their claim for relief under Section 502(a)(2) in Count II.
2. Whether plaintiffs' claim for relief under 502(a)(3) is barred.
Defendants next argue that the plaintiffs' requests for relief under Counts II, III, and IV pursuant to ERISA section 502(a)(3) are barred because plaintiffs have a claim available to them under 502(a)(1)(B). Varity Corp. v. Howe, 516 U.S. 489, 512 (1996) (stating that section 502(a)(3) operates as a catchall provision that only allows equitable relief if relief under another section of ERISA is unavailable). See also Jurgovan v. ITI Enter., No. 03 C 4627, 2004 WL 1427115, at *2 (N.D. Ill. June 23, 2004) (Manning, J.) (" Varity thus stands for the proposition that a plaintiff can recover under another section of ERISA, she normally cannot seek relief under § 502(a)(3)."); Erikson v. Ungaretti Harris — Exclusive Provider Plan, No. 03 C 5466, 2003 WL 22836462, at *2-3 (N.D. Ill. Nov. 23, 2003) (after surveying Varity cases concluding that "[t]hose cases almost universally have found that a claim for equitable relief must be dismissed under § 502(a)(3) where a plaintiff cannot demonstrate a remedy available under that provision that would not otherwise be available for a successful claim under § 502(a)(1)(B)" and granting motion to dismiss Section 502(a)(3) claim).
Counts II and III are against only defendant CNA; however, Count IV is alleged against all defendants. Thus, because the following discussion regarding ERISA section 502(a)(3) applies to all counts and therefore all defendants, the court will refer to "defendants" plural.
Plaintiffs argue that Varity and its progeny, however, do not foreclose plaintiffs' claims because this is a multi-plaintiff case. Kaliebe v. Parmalat USA Corp., No. 02 C 8934, 2003 WL 22282379, at *4 (N.D. Ill. Sept. 30, 2003). In Kaliebe, the court concluded that the plaintiff's claim for relief under 502(a)(3) was barred because relief was available under 502(a)(1)(B). Plaintiffs, however, point to the following dicta in the Kaliebe decision, which they contend supports their position that dismissal under Varity is not appropriate in the instant multi-plaintiff case:
If this were a case with multiple plaintiffs involving similar allegations, the result might be different. Where multiple plaintiffs allege both improper denials of benefits and breaches of fiduciary duty, the similarity of the allegations would suggest a pattern of breaching fiduciary duties. In such a case, it might be premature to resolve the adequacy question on a motion to dismiss, as discovery may reveal a broader problem with the administration of the plan. Moreover, in such a multiple plaintiff case, it would be similarly difficult (if not impossible) to determine that equitable relief in the form of an injunction would be inappropriate at such an early stage of the litigation. As it would be difficult to determine the adequacy of a remedy under section 1132(a)(1)(B) or the appropriateness of equitable relief, the breach of fiduciary duty claim in a multiple plaintiff case would probably survive a motion to dismiss.
Id. at *4.
Plaintiffs citation to Kaliebe is unpersuasive in this context. First, as noted by defendant, while this is a multi-plaintiff case, plaintiffs have failed to allege a "pattern" of fraudulent conduct. The plaintiffs all allegedly were injured by the exact same conduct of the plaintiff (that is, the alleged failure to provide proper notice of the September 2003 modification to the severance plan) and all seek the same remedy. In other words, plaintiffs have failed to allege a "pattern" of fraudulent conduct against separate plaintiffs on separate and distinct occasions. Plaintiffs allege one act of fraudulent conduct that happens to affect numerous plaintiffs.
Further, the court notes that the Kaliebe court addressed the procedure for addressing the adequacy of a claim for equitable relief in the context of a motion to dismiss. Specifically, the Kaliebe court stated that "[i]f the other portions of the statute do provide adequate relief, then there would be no need to confront the appropriateness of equitable relief. If, however, the other portions of the statute do not afford adequate relief, then the plaintiff's complaint must survive a motion to dismiss, as the appropriateness of equitable relief is a fact-intensive inquiry." Id. at *2. However, notably absent from the plaintiffs' response to defendant's motion to dismiss is any contention that the relief under 502(a)(1)(B) is inadequate. Accordingly, the court rejects plaintiffs' reliance on the Kaliebe decision.
As noted by another court in this district, the Kaliebe court "concluded that the ultimate remedy sought in a case involving improper denial of benefits [as here] would be the same under both § 502(a)(3) and § 502 (a)(1)(B) — namely, `a restoration of the level of benefits that the beneficiary believes to have been required under the plan.'" Erikson, No. 03 C 5466, 2003 WL 22836462, at *3 (quoting Kaliebe, No. 02 C 8934, 2003 WL 22282379, at *3).
The court also declines plaintiffs' invitation to revisit its decision in Jurgovan based on a general statement by the Seventh Circuit that "[d]oubtless federal common law prohibits fraud with respect to pension and welfare benefits, apart from any need to invoke ERISA's fiduciary duty." Beach v. Commonwealth Edison Co., 382 F.3d 656, 659 (7th Cir. 2004). Beach, however, did not address the interplay between 502(a)(3) and 502(a)(1)(B). Thus, it is inapposite.
Accordingly, the court dismisses all of Count II and those parts of Counts III and IV brought under ERISA section 502(a)(3).
Because the court has dismissed plaintiffs' claims to the extent that they rely on 502(a)(3), the court need not address defendant's argument that plaintiffs' claims for monetary relief in Counts II, III, and IV are barred by the Supreme Court's decision in Great-West Life Ann. Ins. Co. v. Knudson, 534 U.S. 204 (2002).
C. Claims for Monetary Relief under Federal Common Law Fraud
Still pending, then, under Count III is a claim for fraud based on federal common law. Defendant asserts that plaintiffs' fraud allegations fail to satisfy the heightened pleading requirements of Fed.R.Civ.P. 9(b).
The Seventh Circuit has stated that under Rule 9(b), a party must recite the "who, what when and where" of the alleged fraud. Slaney v. International Amateur Athletic Fed'n., 244 F.3d 580, 597 (7th Cir. 2001). The court concludes that the plaintiffs' allegations sufficiently comply with Rule 9(b). Specifically, plaintiffs allege that CNA sent out a letter in March 2000 stating that it was exploring the sale of the company and providing that in the event of a sale, LBO Company employees would be eligible for enhanced severance and outplacement assistance. Comp. at ¶ 8. Plaintiffs further allege that:
In anticipation that the sale of the LBO Company to Swiss Re would create severance liability to Plaintiffs, in September 2003, Defendant CNA purported to terminate Plaintiffs' eligibility in the Plan by a secret amendment to the Plan. . . . Defendants intentionally failed to provide reasonable notice to Plaintiffs of the purported termination of their eligibility to participate in the Plan in order to retain Plaintiffs as sales employees up to the date of the sales transaction (where they would be terminated, without severance). Comp. at ¶ 10.
Additionally, Defendants took affirmative steps to conceal the fact that Plaintiffs' eligibility to participate in the Plan had purportedly been terminated. For example, after the purported September amendment, all LBO Company employees except plaintiffs and the other sales employees in the Class Code S Series remained eligible for severance under the Plan's amended terms. On or about November 12, 2003, two months after the secret amendment, CEO [Robert] McGinnis sent a letter to the homes of all LBO employees except plaintiffs. . . . In that letter, McGinnis sought to persuade LBO Company employees to remain focused on and committed to their work despite the impending sale. To that end, he announced in the letter that the minimum severance had been increased and assured them that there would be `no material changes' to the Plan through the end of 2004 that would impact "the current eligibility rules". . . . (Comp. at ¶ 11).
As late as March 2004, Plaintiffs were still listed as eligible participants in the Plan in defendant CNA's Human Resources Manual. . . . (Comp. at ¶ 14).
Here, the plaintiffs have provided specifics as to the who (CNA through its CEO Robert McGinnis), the what (initially stating that all LBO employees would be eligible for enhanced severance benefits in the event of a sale and then specifically excluding plaintiffs from a mailing stating that the severance payments would be increased and no further changes to severance plan would be made); the when (a November 12, 2003 mailing) and the how (a mailing). The court finds these allegations sufficient to meet Rule 9(b).
Defendants also state that plaintiffs have failed to identify the individual who made two of the three alleged misrepresentations. They do not, however, specify the alleged misrepresentations to which they refer and a review of the complaint does not clear this question up. Further, the defendants assert that plaintiffs have not provided specific facts as to what was said to each plaintiff, citing to Ackerman v. Northwestern Mut. Life Ins. Co., 172 F.3d 467, 471 (7th Cir. 1999) ("Although the complaint alleges in general terms that the defendants inspired, encouraged, and condoned the agents' sales pitch that is alleged to be misleading, it neither associates a particular defendant with a particular set of statements (oral or written) to the agents nor specifies the contents of those statements.").
Defendants' reliance on Ackerman, however, is inapposite. The instant case, unlike Ackerman, is not a case in which different misrepresentations were made to different plaintiffs at different times by different people. This case is one in which plaintiffs allege a material omission based on the fact that all of the plaintiffs were excluded from receiving knowledge of the amendment by the same acts (i.e., the failure to provide reasonable notice of the September 2003 amendment and the failure of the defendants to include them in the November 2003 mailings). Thus, the need to plead specific allegations as to each defendant is unnecessary as the same allegations apply to each plaintiff.
D. Claim Based on Federal Common Law Breach of Contract
Defendants assert that plaintiffs' contract allegations fail because severance benefits do not vest under ERISA. Specifically, defendants argue that welfare benefit plans such as those at issue are not subject to ERISA's statutory vesting requirements. Curtiss-Wright Corp. v. Schoonejongen, 514 U.S. 73, 78 (1995) ("employers . . . are generally free under ERISA, for any reason at any time, to adopt, modify, or terminate welfare plans."). Defendants point to the Plan documents and assert that the reservation of rights language in the Plan documents defeats plaintiffs' claim.
As noted by plaintiffs, contract interpretation claims such as this one are particularly suited for disposition on summary judgment. Hupp v. Experian Corp., 108 F. Supp. 2d 1008, 1017 (N.D. Ill. 2000) (declining to rule on motion to dismiss plaintiff's claim for breach of contract for severance benefits). Resolution of defendants' argument would require this court to look beyond the four corners of the complaint to documents attached to defendants' motion to dismiss, which is inappropriate in this case where plaintiffs dispute the documents' identity and authenticity. Indeed, both of the Seventh Circuit cases relied upon by defendants in support of their argument are appeals from motions for summary judgment. Vallone v. CNA Fin. Corp. 375 F.3d 623, 633 (7th Cir. 2004); UAW v. Rockford Powertrain, 350 F.3d 698, 703 (7th Cir. 2003). Accordingly, because a determination of this claim cannot be made until the relevant Plan documents are agreed between the parties, defendants' motion to dismiss Count VI's claim for federal common law breach of contract is denied.
IV. CONCLUSION
For the foregoing reasons, the court grants in part and denies in part defendant's motion to dismiss [10-1]. Specifically, the court grants defendants' motion to dismiss plaintiffs' ERISA section 502(a)(3) claims in Counts II, III, and IV. The remaining requests for relief in defendants' motion are denied.