The opinion of the court was delivered by: Samuel Der-yeghiayan, District Judge
This matter is before the court on Defendants' motion to dismiss Counts II, III, V, and VI. For the reasons stated below, we grant in part and deny in part the partial motion to dismiss.
Plaintiff Charles Corbisiero (Corbisiero) alleges that he was a long-time loyal employee of LaSalle Bank Corporation (LaSalle). LaSalle allegedly provided its employees with employee benefit plans which included the Long Term Incentive Plan (LTIP), the Corporate Incentive Plan (CIP), and severance plans. Corbisiero contends that in May 2007, LaSalle offered a new CIP in a notification letter (Notification Letter), which he believed to be a separate contract rather than a plan covered by the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. § 1001 et seq., like the prior CIP. Defendant Bank of America (BOA) acquired LaSalle and then allegedly terminated Corbisiero's employment. Corbisiero contends that BOA refused to pay him the vested bonuses and other benefits he was owed under the LTIP, the Notification Letter, and severance plans unless he signed a general release that included a non-compete agreement. Corbisiero claims that he was never before told that if he was terminated he would have to sign a release including a non-compete agreement. He also contends that the non-compete agreement is unconscionable.
Corbisiero includes in his complaint claims brought under ERISA for wrongful denial of benefits under the LTIP and severance plans (Count I), state law breach of contract claims based on a breach of the terms of the Notification Letter (Count II), a claim for attorney fees under the Illinois Attorneys Fees in Wage Actions Act (AFWAA), 705 ILCS 225/1 et seq. (Count III), an alternative claim under ERISA for the wrongful denial of benefits under the Notification Letter (Count IV), an equitable estoppel ERISA claim to stop denial of benefits under the LTIP and severance plans (Count V), and a claim in the alternative under ERISA for equitable estoppel to stop denial of benefits under the Notification Letter (Count VI). Defendants move to dismiss Counts II, III, V and VI.
In ruling on a motion to dismiss, a court must "take all of the factual allegations in the complaint as true" and make reasonable inferences in favor of the plaintiff. Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (U.S. 2009); Thompson v. Ill. Dep't of Prof'l Regulation, 300 F.3d 750, 753 (7th Cir. 2002). To defeat a motion to dismiss brought pursuant to Federal Rule of Civil Procedure 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." Iqbal, 129 S.Ct. at 1949 (internal quotations omitted) (emphasis in original)(quoting in part Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (U.S. 2007)); Hecker v. Deere & Co., 569 F.3d 708, 710-11 (7th Cir. 2009)(stating that "Iqbal reinforces Twombly's message that '[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'")(quoting in part Iqbal, 129 S.Ct. at 1949).
A complaint that contains factual allegations that are "merely consistent with a defendant's liability, . . . stops short of the line between possibility and plausibility of entitlement to relief." Iqbal, 129 S.Ct. at 1949 (internal quotations omitted); see also Hecker, 569 F.3d at 710-11(stating that the Court in Iqbal "explained further that 'where the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged-but it has not show[n]-that the pleader is entitled to relief'")(quoting in part Iqbal, 129 S.Ct. at 1949). A plaintiff is not required to "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").
I. Breach of Contract Claims (Count II)
Defendants argue that the breach of contract claims in Count II are preempted by ERISA. ERISA contains a "very broad preemption clause. . . ." Wal-Mart Stores, Inc. Associates' Health and Welfare Plan v. Wells, 213 F.3d 398, 401 (7th Cir. 2000). The ERISA preemption provision provides that ERISA "shall supersede any and all State laws insofar as they may now or hereafter relate to any employee benefit plan described in section 1003(a) of" ERISA "and not exempt under section 1003(b) of" ERISA. 29 U.S.C. § 1144(a); see also Aetna Health Inc. v. Davila, 542 U.S. 200, 209 (2004)(stating that "any state-law cause of action that duplicates, supplements, or supplants the ERISA civil enforcement remedy conflicts with the clear congressional intent to make the ERISA remedy exclusive and is therefore preempted"); Ingersoll-Rand Co. v. McClendon, 498 U.S. 133, 142 (1990)(explaining the objectives behind the broad scope of ERISA preemption to resolve claims under the comprehensive and unified ERISA requirements); Vallone v. CNA Financial Corp., 375 F.3d 623, 638 (7th Cir. 2004)(indicating that "claims by a beneficiary for wrongful denial of benefits (no matter how they are styled) . . . fall directly under . . . ERISA, which provides an exclusive federal cause of action for resolution of such disputes")(internal quotations omitted).
Corbisiero argues that the Notification Letter upon which his breach of contract claims are based is a new and separate contract from the CIP. Corbisiero does not contest Defendants' assertion that the prior CIP was an ERISA plan. The Notification Letter is attached as an exhibit to the complaint and can be considered for the purposes of the instant motion to dismiss. Massey v. Merrill Lynch & Co., Inc., 464 F.3d 642, 645 (7th Cir. 2006)(stating that a court can "consider the exhibits attached to a complaint" for a motion to dismiss). Defendants, in support of their motion to dismiss, have also provided as an exhibit the CIP, which is widely referenced in the complaint and can be considered in ruling on the instant motion to dismiss. Venture Associates Corp. v. Zenith Data Systems Corp., 987 F.2d 429, 431 (7th Cir. 1993)(stating that "[d]ocuments 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" the claim).
Corbisiero argues that Defendants incorrectly assert that the Notification Letter is an ERISA plan. Defendants, however, point out in their reply that it was never their contention that the Notification Letter was a separate ERISA plan. (Reply 3). Defendants' position is that the Notification Letter related to an ERISA plan. Defendants argue that the Notification Letter directly relates to provisions of the CIP, which Corbisiero acknowledges is an ERISA plan, and the Notification Letter requires an interpretation of the CIP. ERISA preempts a state law claim if a resolution of the claim "requires the court to interpret or apply the terms of an employee benefit plan. . . ." Collins v. Ralston Purina Co., 147 F.3d 592, 595 (7th Cir. 1998).
The Notification Letter sent to Corbisiero specifically references the CIP repeatedly. (Compl. Ex. 3). In addition, the CIP specifically requires the administrator of the CIP to send participants a "Notification Letter" containing the same information that was included in the Notification Letter sent to Corbisiero. (D. Ex. C: Par. 5). Thus, the Notification Letter, which is explicitly mentioned in the CIP, was merely part of the ongoing obligations owed by the CIP administrator. The CIP also explains that such a "Notification Letter" is required to be sent each year to apprise participants of certain information for that year. (D. Ex. C: Par. 5). Thus, the fact that ...