against her in violation of section 1140. As Illinois Bell sees it, Weatherly's dispute with Illinois Bell is over the amount of her pension benefits and has nothing to do with her employment relationship.
Drawing all reasonable inferences in favor of Plaintiff, Midwest Grinding Co., 976 F.2d at 1019, we find that the allegations contained in the Complaint are sufficient to make out a claim under ERISA section 510. Illinois Bell's assertions to the contrary, we need not look as far as Weatherly's Motion to Dismiss for the necessary factual allegations. Weatherly states in paragraph 21 of Count III alleges that she was told that she would "lose her pension" if she "took any more sick leave." (Compl. P 21.) She alleges that Illinois Bell's "threats of final warning and misrepresentations of benefits" were made "in an effort to deprive Plaintiff, Willetta Weatherly, her rights to full retirement at age fifty-five." (Compl. P 37.)
These allegations are enough to put Illinois Bell on notice of the basis of Weatherly's claim. See Fed. R. Civ. P. 8(a); Conley v. Gibson, 355 U.S. 41, 47, 2 L. Ed. 2d 80, 78 S. Ct. 99 (1957) (notice pleading requires "short and plain statement" that gives defendant fair notice of claim and grounds on which relief is sought). As Weatherly sets forth in her Complaint, she intended to maximize her pension benefits by working until she attained the age of fifty-five. Illinois Bell induced her to retire earlier by threatening her with the loss of her pension benefits, and thereby interfered with her employment relationship. As a result, Weatherly was denied the opportunity to earn the additional pension benefits that apparently would have been available to her had she retired at age fifty-five rather than at age fifty-one. The Motion to Dismiss is denied as to Count III.
II. Counts IV and V -Estoppel and Fraud in the Inducement
Counts IV and V do not fare as well. Illinois Bell argues that both claims are preempted under ERISA as a matter of law. We agree, notwithstanding Weatherly's argument that judgment in her favor will not impact the Plan itself.
ERISA "supersede[s] any and all State laws insofar as they may . . . be related to any employee benefit plan." 29 U.S.C. § 1144(a). State laws that regulate insurance are exempted from preemption. 29 U.S.C. § 1144(b).
This "deliberately expansive" preemption clause, District of Columbia v. Greater Washington Bd. of Trade, U.S. , 121 L. Ed. 2d 513, 520, 113 S. Ct. 580, 583 (1992), "establishes as an area of exclusive federal concern the subject of every state law that 'relates to' an employee benefit plan that is governed by ERISA." FMC Corp. v. Holliday, 498 U.S. 52, 58, 112 L. Ed. 2d 356, 111 S. Ct. 403 (1990). A state law "relates to" an employee benefit plan if it "has a connection with or a reference to such a plan," Shaw v. Delta Air Lines, Inc., 463 U.S. 85, 97, 77 L. Ed. 2d 490, 103 S. Ct. 2890 (1983); see also Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 47, 95 L. Ed. 2d 39, 107 S. Ct. 1549 (1987); Metropolitan Life Ins. Co. v. Massachusetts, 471 U.S. 724, 739, 85 L. Ed. 2d 728, 105 S. Ct. 2380 (1985); "'even if the law is not specifically designed to affect such plans, or the effect is only indirect.'" Greater Washington Bd. of Trade, 113 S. Ct. at 583 (quoting Ingersoll-Rand Co. v. McClendon, 498 U.S. 133, 139, 112 L. Ed. 2d 474, 111 S. Ct. 478 (1990)). A law is "connected to" an employee benefit plan if the existence of a plan is "a critical factor in establishing liability." Ingersoll-Rand, 498 U.S. at 139.
We conclude after reviewing the applicable case law that Weatherly's state-law based fraud claim falls within the scope of section 1144(a) because it "relates to" an employee benefit plan. The claim is connected to the Plan because but for the existence of the Plan Illinois Bell would not be liable. The relief sought in Count V is a declaration that "the pension benefits as outlined in the September 1, 1992 letter . . . be in full force and effect." The damages sought are equal to the additional pension benefits to which Weatherly believes she is entitled. This amounts to a claim for damages in the form of a "'loss of employee benefits,'" and "demonstrates that [Weatherly's] fraud claim not only 'relates to' an employee benefit plan but is at its core an ERISA claim." Phillips v. Amoco Oil Co., 799 F.2d 1464, 1470 (11th Cir. 1986), cert. denied, 481 U.S. 1016, 95 L. Ed. 2d 500, 107 S. Ct. 1893c (1987). Such fraud claims are preempted. Id.; Lee v. E.I. DuPont de Nemours and Co., 894 F.2d 755, 758 (5th Cir. 1990).
Weatherly likewise is not entitled to advance a state law estoppel claim. Such a claim is preempted by ERISA. Russo v. Health, Welfare & Pension Fund, Local 705, Int'l Broth. of Teamsters, 984 F.2d 762, 767 (7th Cir. 1993) (citing Lister v. Stark, 890 F.2d 941, 945 (7th Cir. 1989), cert. denied, 498 U.S. 1011, 112 L. Ed. 2d 584, 111 S. Ct. 579 (1990)). Cf. Black v. TIC Investment Corp., 900 F.2d 112, 115 (7th Cir. 1990) (holding that estoppel principles are applicable in cases involving unfunded employee welfare benefit plans).
Weatherly argues that we should extend the Seventh Circuit's holding in Black to the instant case, despite the fact that the Plan involved here is funded rather than unfunded, and is a pension plan rather than an employee welfare benefit plan.
According to her, her dispute is really with Illinois Bell, and it is Illinois Bell who is liable under an estoppel theory. Plan assets will not be disturbed. Thus, she reasons, her claim should not be preempted as it has nothing to do with ERISA or the actuarial soundness of the ERISA-governed Ameritech Pension Plan.
Weatherly's argument misses the mark on two levels. First, her effort to distinguish Illinois Bell, the corporation, from Illinois Bell, the plan administrator and plan sponsor, disregards her own admissions that: (1) Illinois Bell, through its Benefit Committee, is the plan administrator; (2) Illinois Bell is the Plan Sponsor; and (3) the alleged misrepresentations were made by a "pension benefit specialist." Weatherly's argument also conveniently disregards that fact that her claim is for additional pension benefits to which she believes she is entitled, not merely a claim for damages incurred as a result of Illinois Bell's conduct.
This sort of "end-run" was rebuffed by the Seventh Circuit in Pohl v. National Benefits Consultants, Inc., 956 F.2d 126, 128 (7th Cir. 1992). The Pohl plaintiffs sought damages from the plan administrator for misrepresenting to them the extent of coverage for certain medical treatments provided to their daughter. Id. at 127. Despite the fact that the claim for damages was directed against the plan administrator, the Seventh Circuit held that the claim was preempted.
One of ERISA's purposes is to protect the financial integrity of pension and welfare plans by confining benefits to the terms of the plans as written, thus ruling out oral modifications. This purpose would be thwarted if participants could maintain suits under state law that were based on oral representations of coverage. It is true that the Pohls are not seeking to enlarge coverage as such; but any money they obtained would be functionally equivalent to a benefit to which the written terms of their plan do not entitle them.