The opinion of the court was delivered by: Samuel Der-yeghiayan, District Judge
This matter is before the court on Defendants' motion to dismiss. For the reasons stated below, we grant in part and deny in part the motion to dismiss.
Plaintiff David DeGroot ("DeGroot") alleges that he was employed by Defendant Suburban Bank & Trust Co. ("Suburban") from January 1992 until December 2006, when Suburban allegedly terminated DeGroot's employment. DeGroot allegedly held the position of Executive Vice President and Chief Financial Officer of Suburban when his employment was terminated. DeGroot contends that, while employed by Suburban, he participated in Defendant Suburban 401(k) Profit Sharing Plan ("Plan"). In 1995, Suburban allegedly formed a holding company called Suburban Illinois Bancorp, Inc. ("SIB"), in which DeGroot allegedly purchased shares. In addition, in 2003, DeGroot allegedly directed the administrator of the Plan to purchase additional shares of SIB to be held in his account within the Plan. DeGroot contends that in 2002 a third-party appraiser determined the value of his SIB stock using a controlling interest valuation method, calculating his shares to be worth in excess of $625 per share. After DeGroot's termination, Suburban allegedly made an offer to buy back all of DeGroot's shares in SIB. However, according to DeGroot, Suburban utilized the services of a different appraiser that utilized the minority interest valuation method. As a result, Suburban's offer was allegedly far below the actual value of the stock. DeGroot contends that Suburban is obligated under the terms of the Plan to repurchase his SIB stock and that Suburban refuses to repurchase his stock at a fair market price.
DeGroot brought the instant action and includes in his complaint a claim alleging violations of the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1001 et seq., due to Suburban's alleged failure to offer the fair market value for the stock (Count I), a claim contending that Suburban wrongfully discharged DeGroot to interfere with his attainment of a Plan benefit in violation of 29 U.S.C. § 1140 of ERISA (Count II), and a claim alleging self-dealing in violation of 805 ILCS 5/12.56 ("Section 5/12.56") (Count III). Defendants move to dismiss all claims.
In ruling on a motion to dismiss brought pursuant to Rule 12(b)(6), the court must draw all reasonable inferences that favor the plaintiff, construe the allegations of the complaint in the light most favorable to the plaintiff, and accept as true all well-pleaded facts and allegations in the complaint. Thompson v. Ill. Dep't of Prof'l Regulation, 300 F.3d 750, 753 (7th Cir. 2002); Perkins v. Silverstein, 939 F.2d 463, 466 (7th Cir. 1991). In order to withstand a motion to dismiss, a complaint must allege the "operative facts" upon which each claim is based. Kyle v. Morton High Sch., 144 F.3d 448, 454-55 (7th Cir. 1998); Lucien v. Preiner, 967 F.2d 1166, 1168 (7th Cir. 1992). A plaintiff is required to include allegations in the complaint that "plausibly suggest that the plaintiff has a right to relief, raising that possibility above a 'speculative level'" and "if they do not, the plaintiff pleads itself out of court."
E.E.O.C. v. Concentra Health Services, Inc., 496 F.3d 773, 776 (7th Cir. 2007)(quoting in part Bell Atlantic Corp. v. Twombly, 127 S.Ct. 1955, 1965 (2007)). Under the current notice pleading standard in federal courts a plaintiff need not "plead facts that, if true, establish each element of a 'cause of action. . . .'" See Sanjuan v. Amer. Bd. of Psychiatry and Neurology, Inc., 40 F.3d 247, 251 (7th Cir. 1994)(stating that "[a]t this stage the plaintiff receives the benefit of imagination, so long as the hypotheses are consistent with the complaint" and that "[m]atching facts against legal elements comes later"). The plaintiff need not allege all of the facts involved in the claim and can plead conclusions. Higgs v. Carver, 286 F.3d 437, 439 (7th Cir. 2002); Kyle, 144 F.3d at 455. However, any conclusions pled must "'provide the defendant with at least minimal notice of the claim,'" Kyle, 144 F.3d at 455(quoting Jackson v. Marion County, 66 F.3d 151, 153-54 (7th Cir. 1995)), and the plaintiff cannot satisfy federal pleading requirements merely "by attaching bare legal conclusions to narrated facts which fail to outline the bases of [his] claims." Perkins, 939 F.2d at 466-67. The Seventh Circuit has explained that "[o]ne pleads a 'claim for relief' by briefly describing the events." Sanjuan, 40 F.3d at 251; Nance v. Vieregge, 147 F.3d 589, 590 (7th Cir. 1998)(stating that "[p]laintiffs need not plead facts or legal theories; it is enough to set out a claim for relief").
I. Denial of Benefits Claim
Defendants argue that the court should dismiss Count I since DeGroot is seeking to recover benefits. Defendants contend that DeGroot does not allege that he was denied any benefit. Defendants also argue that DeGroot has not alleged that he has exhausted his administrative remedies for a denial of benefits claim.
A. Ripeness of Denial of Benefits Claim and Exhaustion
Defendants argue that DeGroot has failed to state a claim for the denial of benefits because the claim is not ripe and because DeGroot did not plead that he has exhausted his administrative remedies for such a claim. Defendants argue that the sum that DeGroot contends is owed to him for his SIB stock is a benefit that he believes he is owed. Defendants further argue that DeGroot alleges only that Defendants offered DeGroot an unfair price and that there is no allegation that DeGroot requested the benefit and was denied the benefit. Thus, Defendants contend that DeGroot cannot sue for the denial of a benefit. DeGroot responds by stating that he is not seeking benefits under 29 U.S.C. § 1332(a)(1)(B) ("Section 1332(a)(1)(B)"). (Ans. 3). DeGroot argues that since he is not seeking a benefit under Section 1132(a)(1)(B), the "ripeness of a § 1132(a)(1)(B) suit is irrelevant." (Ans. 4). Defendants had justification to conclude that DeGroot was bringing a claim under Section 1132(a)(1)(B) since DeGroot specifically indicated that he was seeking relief under that section in Count I of the complaint. (Compl. Par. 18). However, DeGroot has clarified in his answer to the motion to dismiss that he does not intend to bring such a claim. Therefore, the ripeness argument is moot. Likewise, whether DeGroot exhausted his administrative remedies for a denial of benefits claim is also a moot issue. We note, however, that DeGroot will be bound by his statements in response to the motion to dismiss and will be barred from later asserting in these proceedings that he is pursuing a denial of benefits claim under Section 1132(a)(1)(B).
We also note that, even if this were not a moot issue, Defendants incorrectly assert DeGroot, in order to properly plead his claim, is required to "allege that he exhausted his administrative remedies under the Plan." (Mot. 4). The only support provided by Defendants for such a position is a case from the Ninth Circuit. (Mot. 4). The Seventh Circuit has explicitly rejected such a contention. See Mosely v. Board of Educ. of City of Chicago, 434 F.3d 527, 533 (7th Cir. 2006)(stating that "[a] failure to exhaust is normally considered to be an affirmative defense" and that the plaintiff "had no obligation to allege facts negating an affirmative defense in her complaint"). Thus, ...