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Feinberg v. Rand McNally & Co.

July 29, 2009

HENRY FEINBERG, JAYNE L. FENTON, DENNIS R. DECOCK, ALBIN D. IRZYK, JR., ARTHUR DUBOIS, MICHAEL DOBSON, AND RUSSELL VOISIN, PLAINTIFFS,
v.
RAND MCNALLY & COMPANY SUPPLEMENTAL PENSION PLAN, RAND MCNALLY & COMPANY, AND RM ACQUISITION, LLC, DEFENDANTS.



The opinion of the court was delivered by: Wayne R. Andersen United States District Judge

Wayne R. Andersen District Judge

MEMORANDUM OPINION AND ORDER

This case is before the court on the motion of defendant RM Acquisition, LLC ("RM"), to dismiss plaintiff's claims pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons set forth below, plaintiff's claims against RM are dismissed and RM is hereby dismissed as a defendant in this case.

BACKGROUND

Plaintiffs Henry Feinberg, Jayne L. Fenton, Denis R. Decock, Albin D. Irzyk Jr., Arthur Dubois, Michael Dobson, and Russell Voisin ( collectively "plaintiffs") are all former employees of and participants in the Rand McNally & Company Supplemental Pension Plan (the "SERP Plan" or "the Plan"). Rand McNally & Company ("Rand McNally") established the SERP Plan in January 1995 for the purpose of providing benefits and deferred compensation to employees of the company. The Plan provided that plaintiffs would receive certain benefits in the form of an annuity at the time they reached retirement age and was utilized as a tax-advantaged means of providing deferred compensation to certain employees in order to retain them as valued employees of Rand McNally. The Plan provides that it "shall be administered by the company," and contains a provision stating:

3.8 Successor to the Company. The term "Company" as used in the Plan shall include any successor to the Company by reason of merger, consolidation, the purchase of all or substantially all of the Company's assets or otherwise.

Plaintiffs allege that certain plaintiffs, including Arthur Debois and Russell Voisin, received benefits under the Plan until December 2007. However, on December 6, 2007, Rand McNally entered into an asset purchase agreement with RM. The Asset Purchase Agreement ("the Agreement") included a clause stating that RM would not be obligated or responsible for certain specified pre-existing liabilities belonging to Rand McNally. (Def's Mot., Exh. 1 at A-6). Plaintiffs allege that in a letter dated December 7, 2007, they were informed that the SERP Plan was an excluded liability under the Agreement and that the benefits were terminated as of December 6, 2007. Further, plaintiffs allege that between March 2008 and October 2008, one of the plaintiffs, Feinberg, made three written requests for an explanation as to the status of the SERP Plan. Plaintiffs allege that, despite Feinberg's requests, neither the SERP Plan, its designee, or any of its plan administrators, provided Feinberg or any of the plaintiffs with any of the Plan documents, confirmation of benefits, or the written explanation Feinberg requested.

On February 2, 2009, plaintiffs filed an initial complaint against Rand McNally & Company Supplemental Pension Plan, RM Acquisition, Patriarch Partners, LLC, Leonard Green & Partners, LP, and Development Specialists, Inc. for claims arising under the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1001 et seq. Plaintiffs then filed an amended complaint on April 14, 2009, naming Rand McNally & Company, Rand McNally & Company Supplemental Pension Plan, and RM Acquisition as defendants.

The amended complaint sets forth three counts. Count I arises under ERISA §§ 502(c)(1) and 104(b)(4), 29 U.S.C. §§1132(c)(1), 1024(b)(4), and seeks a penalty against the defendants for a failure to respond in a timely fashion to plaintiffs' written requests for plan documents and information. Count II arises under ERISA §502(a)(1)(B), 29 U.S.C. §1132(a)(1)(B), and seeks a declaration of rights clarifying the benefits to which Plaintiffs are entitled under the Plan and reinstituting all payments due since December 2007 with interest. Count III arises under ERISA §510, 29 U.S.C. §1140, and alleges that RM interfered with the plaintiffs' rights by attempting to evade its existing and future liability under the Plan because the asset sale excluded the SERP Plan liabilities and allegedly left Rand McNally with insufficient assets to pay benefits under the SERP Plan. (First Am. Cmplt. ¶ 29, 30, 35).

On May 15, 2009, RM filed a motion to dismiss plaintiffs' amended complaint pursuant to Fed. R. Civ. P. 12(b)(6). We now turn to that motion.

LEGALSTANDARD

In order to survive a motion to dismiss pursuant to Federal Rule of Evidence 12(b)(6), "a complaint must contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 556 U.S. __, 129 S.Ct. 1937, 1940 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). "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." Iqbal, 129 S.Ct. at 1940 (citing Twombly, 550 U.S. at 556). The complaint must be construed in a light favorable to the plaintiff and the court must accept all material facts alleged in the complaint as true. Jackson v. E.J. Branch Corp., 176 F.3d 971, 978 (7th Cir. 1999). However, "the tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions. Threadbare recitals of a cause of action, supported by mere conclusory statements do not suffice." Iqbal, 129 S.Ct. at 1940 (citing Twombly, 550 U.S. at 555).

Additionally, a complaint must describe the claim with sufficient detail as to "give the defendants fair notice of what the.claim is and the grounds upon which it rests." Twombly, 550 U.S. at 555 (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)). However, a complaint does not need to set forth all relevant facts or recite the law. Rather, all that is required is "a short and plain statement of the claim showing that the pleader is ...


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