The opinion of the court was delivered by: Herndon, Chief District Judge
This matter is before the Court on the motions to dismiss brought by Defendant Sherwin-Williams Company ("Sherwin-Williams") (Doc. 17, 51) and the motions to strike and dismiss brought by Defendant Minnesota Life Insurance Company ("Minnesota Life") (Doc. 19, 52). For the following reasons, the motions are GRANTED.
According to the allegations of Plaintiff Timothy Price's second amended complaint, which is the operative complaint in this cause, Forrest Price, Timothy Price's father, was an employee of Sherwin-Williams in Flora, Illinois. Some time prior to the summer of 2002 Forrest Price purchased group life insurance through Sherwin-Williams. The insurance provided for a $100,000 death benefit comprised of a $25,000 primary benefit and a $75,000 supplemental benefit. While Forrest Price worked at Sherwin-Williams after 2002, the life insurance benefit grew to a total of $116,000 based on increases in his compensation or other factors. Forrest Price named Timothy Price as the beneficiary of the life insurance policy; in the alternative, Timothy Price alleges that he is the only living successor in interest to the named beneficiary who predeceased his father. In the summer of 2002, Forrest Price went on approved disability leave from Sherwin-Williams because of congestive heart failure. His condition worsened and on October 16, 2005, while still on approved disability leave, Forrest Price died as a result of congestive heart failure.
On January 1, 2003, while Forrest Price was still on approved disability leave, Sherwin-Williams changed providers for its group life insurance. Since June 1, 2003, Minnesota Life has been the provider of group life insurance for Sherwin-Williams. In 2006 when Timothy Price attempted to claim on his father's group life insurance, Minnesota Life repeatedly denied his claim on the grounds that because Forrest Price was not actively at work when Minnesota Life became the carrier for Sherwin-Williams on January 1, 2003, Forrest Price was not covered by the policy. Thereafter, Timothy Price filed this lawsuit, asserting breach of contract against Minnesota Life and Sherwin-Williams, as well as vexatious refusal to pay insurance benefits under 215 ILCS 5/155 against Minnesota Life. Price contends that his father never received notice from Sherwin-Williams regarding the change in carriers with respect to its group life policy or the effect that the change could have on his father's coverage; alternatively, Price argues that Minnesota Life waived the policy provisions under which it denied coverage. Minnesota Life and Sherwin-Williams moved to dismiss Price's claims as preempted under the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. §§ 1001-1461. After Price filed a second amended complaint adding a claim under ERISA § 502(a)(1)(B), 29 U.S.C. § 1132(a)(1)(B), Minnesota Life and Sherwin-Williams renewed their requests for dismissal of Price's state-law claims based on ERISA preemption. Having considered the submissions of the parties carefully, the Court now rules as follows.
"Federal Rule of Civil Procedure 8(a)(2) requires only . . . a short and plain statement of the claim showing that the pleader is entitled to relief, . . . in order to 'give the defendant fair notice of what the . . . claim is and the grounds upon which it rests.'" Bell Atl. Corp. v. Twombly, 127 S.Ct. 1955, 1964 (2007) (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)). "While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, . . . a plaintiff's obligation to provide the . . . grounds . . . of his . . . entitle[ment] to relief . . . requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Id. at 1964-65. "Factual allegations must be enough to raise a right to relief above the speculative level, . . . on the assumption that all the allegations in the complaint are true[.]" Id. at 1965. In other words, a complaint is subject to dismissal under Rule 12(b)(6) of the Federal Rules of Civil Procedure if a plaintiff is unable to articulate "enough facts to state a claim to relief that is plausible on its face." Id. at 1974.
In ruling on a Rule 12(b)(6) motion a court must accept as true all allegations in the complaint and all reasonable inferences that can be drawn therefrom, and view them in the light most favorable to the non-moving party. See Mid Am. Title Co. v. Kirk, 991 F.2d 417, 419 (7th Cir. 1993). While a court will accept well-pled allegations as true for the purposes of the motion, it will not accept unsupported conclusions, unwarranted inferences, or sweeping legal conclusions cast in the form of factual allegations. See First Ins. Funding Corp. v. Federal Ins. Co., 284 F.3d 799, 804 (7th Cir. 2002). Moreover, the claimant must set forth sufficient information to outline the elements of his or her claims or to permit inferences to be drawn that the elements exist. See Strauss v. City of Chicago, 760 F.2d 765, 767-68 (7th Cir. 1985) (the absence of any facts to support a plaintiff's claim renders the allegations of a complaint mere legal conclusions subject to dismissal). A complaint should not be dismissed pursuant to Rule 12(b)(6) unless it fails it provide fair notice of what the claim is and the grounds upon which it rests or it is apparent from the face of the complaint that under no plausible facts may relief be granted. See St. John's United Church of Christ v. City of Chicago, 502 F.3d 616, 625 (7th Cir. 2007) (citing Bell Atl. Corp., 127 S.Ct. at 1974).*fn1
As noted, Price's operative complaint in this case asserts a claim for benefits due pursuant to ERISA § 502(a), 29 U.S.C. § 1132(a), which provides, in pertinent part, that "[a] civil action may be brought . . . by a participant or beneficiary . . . to recover benefits due to him under the terms of his plan, to enforce his rights under the terms of the plan, or to clarify his rights to future benefits under the terms of the plan[.]" 29 U.S.C. § 1132(a)(1)(B). However, the assertion of an ERISA claim in Price's operative complaint does not moot the central issue raised by Defendants' original motions to dismiss, namely, whether Price's claims for breach of contract and vexatious refusal to pay insurance benefits under 215 ILCS 5/155 are preempted by ERISA § 514, 29 U.S.C. § 1144. That portion of the statute provides, in pertinent part, "the provisions of this subchapter and subchapter III of this chapter shall supersede any and all State laws insofar as they may now or hereafter relate to any employee benefit plan[.]" 29 U.S.C. § 1144(a). Thus, the Court concludes that the issues raised by the motions to dismiss brought by Minnesota Life and Sherwin-Williams before the filing of Price's operative complaint remain live. See Walker v. Monsanto Co. Pension Plan, Nos. 04-cv-436-DRH, 06-cv-139-DRH, 06-cv-003-DRH, 05-cv-736-DRH, 2006 WL 2802051, at *1 (S.D. Ill. Sept. 27, 2006) (quoting 6 Charles Alan Wright, Arthur R. Miller & Mary Kay Kane, Federal Practice & Procedure § 1476 (3d ed. 1998 & Supp.2006)) (noting that a motion to dismiss is not mooted by the filing of an amended complaint where "the defects raised in the original motion remain in the new pleading[.]"). The Court notes also that, in evaluating a Rule 12(b)(6) motion, it may consider documents attached to the motion if such documents are referred to in a plaintiff's complaint and are central to the plaintiff's claim. See McCready v. eBay, Inc., 453 F.3d 882, 891 (7th Cir. 2006); Wheeler v. Pension Value Plan for Employees of Boeing Co., No. 06-cv-500-DRH, 2007 WL 781908, at *1 n.1 (S.D. Ill. Mar. 13, 2007). Here, Minnesota Life has submitted the insurance policy at issue in this case as an exhibit in support of its motions to dismiss. The policy is referenced numerous times by Price in his operative complaint and is central to his claims, and thus the Court can review the policy in evaluating dismissal under Rule 12(b)(6).
Critical to resolution of the matter of whether Price's state-law claims are preempted by ERISA is whether the group life policy at issue constitutes an "employee welfare benefit plan" within the meaning of ERISA, defined under the statute as any plan, fund, or program which was heretofore or is hereafter established or maintained by an employer or by an employee organization, or by both, to the extent that such plan, fund, or program was established or is maintained for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, (A) medical, surgical, or hospital care or benefits, or benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs, or day care centers, scholarship funds, or prepaid legal services, or (B) any benefit described in section 186(c) of this title (other than pensions on retirement or death, and insurance to provide such pensions).
29 U.S.C. § 1002(1). In Ed Miniat, Inc. v. Globe Life Insurance Group, Inc., 805 F.2d 732 (7th Cir. 1986), the court explained that in simplified terms, the statute requires that, for a particular plan to come within ERISA's purview, it must be (1) a plan, fund, or program, (2) established or maintained, (3) by an employer or by an employee organization, or by both, (4) for the purpose of providing medical, surgical, hospital care, sickness, accident, disability, death, unemployment or vacation benefits, apprenticeship or other training programs, day care centers, scholarship funds, prepaid legal services or severance benefits, (5) to participants or their beneficiaries. Id. at 738 (citing Donovan v. Dillingham, 688 F.2d 1367, 1371 (11th Cir. 1982)). In general, consistent with the broad remedial purpose of ERISA to ensure protection for participants in employee benefit plans, see Lively v. Dynegy, Inc., No. 05-CV-00063-MJR, 2007 WL 685861, at *13 (S.D. Ill. Mar. 2, 2007), courts in this Circuit construe the definition of an employee welfare benefit plan under ERISA liberally. See, e.g., Dwyer v. Unum Life Ins. Co. of Am., No. 03 C 1118, 2003 WL 22844234, at *2 (N.D. Ill. Dec. 1, 2003); Goodson v. American United Life Ins. Co., No. IP:02-0197-C-T/K, 2002 WL 1354715, at *3 (S.D. Ind. May 2, 2002); Russo v. B & B Catering, Inc., 209 F. Supp. 2d 857, 860 (N.D. Ill. 2002).
In ascertaining the existence of an employee welfare benefit plan, a court must look also to regulations promulgated by the Department of Labor that define a "safe harbor" for plans that do not come within the scope of ERISA. See Postma v. Paul Revere Life Ins. Co., 223 F.3d 533, 537 (7th Cir. 2000); Turnoy v. Liberty Life Assurance Co. of Boston, No. 02 C 6066, 2003 WL 223309, at *3 (N.D. Ill. Jan.30, 2003). Under the safe harbor regulations, a plan will not come under the broad sweep of ERISA when it can be demonstrated that an employer: (1) did not make any contributions to the plan; (2) left participation in the program completely to the discretion of employees; (3) without endorsing the program, limited its functions with respect to the program to permitting an insurer to publicize the program to employees, collecting premiums through payroll deductions or dues checkoffs and remitting them to the insurer; and (4) received no consideration in the form of cash or otherwise in connection with the program, other than reasonable compensation, excluding any profit, for administrative services actually rendered in connection with payroll deductions or dues checkoffs. See 29 C.F.R. § 2510.3-1(j). In order to fit within the regulation, a plan must meet all four criteria. See Glass v. United of Omaha Life Ins. Co., 33 F.3d 1341, 1345 (11th Cir. 1994); Memorial Hosp. Sys. v. Northbrook Life Ins. Co., 904 F.2d 236, 241 n.6 (5th ...