United States District Court, N.D. Illinois, Eastern Division
JOHN P. COONEY, Plaintiff,
TRUSTEES OF THE WILL COUNTY CARPENTERS, LOCAL 174, PENSION FUND, et al., Defendants.
MEMORANDUM OPINION AND ORDER
Robert Blakey United States District Judge
matter concerns payments made on behalf of Plaintiff John P.
Cooney (“Plaintiff”) to Defendant Trustees of
Will County Carpenters, Local 174, Pension Fund (the
“Fund”). In his Second Amended Complaint ,
Plaintiff alleges that the Fund and its
Trustees impermissibly converted these payments in
violation of Illinois state law. Plaintiff further alleges
that the Fund, its Trustees, and its Lawyers “conspired
with each other to have the Fund retain and convert the
contributions made” on his behalf. Id. ¶
38. The Fund and the Trustees collectively moved to dismiss
, while the Lawyers filed a separate (albeit similar)
motion.  at 2-7. For the reasons explained below,
Defendants' motions to dismiss are granted.
January 6, 2004 to October 31, 2008 (“the Relevant
Period”), Plaintiff served as in-house legal counsel
for Avenue Inc. and Avenue Premier Carpentry and Siding
Contractors, Inc. (collectively, “Avenue”). 
¶¶ 7, 17. Avenue was a signatory employer with the
Chicago Regional Council of Carpenters (“Regional
Council”) through a Collective Bargaining Agreement
(“CBA”) between the Regional Council and the
Residential Construction Employers Council. Id.
¶ 8. Under the CBA, Avenue was obligated to make monthly
payments on behalf of its employees within the bargaining
unit to the Fund. Id. ¶ 9. During the Relevant
Period, Avenue did in fact make benefit payments on
Cooney's behalf worth $66, 921.60 (the “Disputed
Monies”). Id. ¶ 15.
December 10, 2008, the Fund-through its Lawyers-sent a letter
to Plaintiff declaring that the contributions made on his
behalf “did not involve bargaining unit work, ”
such that Plaintiff and his dependents were “ineligible
for benefits, ” including but not limited to receipt of
the Disputed Monies. Id. Ex. 1. On February 11,
2009, the Lawyers sent additional correspondence to
Plaintiff, explaining: “You are neither performing
bargaining unit work nor are you covered under the collective
bargaining agreement. You are not now, nor never have been,
eligible to participate in the Will County Carpenters Local
174 Pension Plan or Welfare Plan.” Id. Ex. 2.
Plaintiff made several demands contesting Defendants'
determination and requesting tender of the Disputed Monies.
Id. ¶ 23. When those efforts failed, he filed
this lawsuit. Id.
initial Complaint, Plaintiff brought claims for conversion
and conspiracy under Illinois state law.  at 4-5. This
Court dismissed that Complaint without prejudice, finding
that because Plaintiff's claims “would require
analysis and interpretation of the terms of the CBA and the
Fund, ” both claims were “completely”
preempted by 29 U.S.C. § 1132 (“ERISA §
502”).  at *8. At that time, Plaintiff did
not provide the Court with the terms of the Fund itself, so
the Court accepted as true Plaintiff's allegation that he
was a participant in the Fund.
then filed his First Amended Complaint, wherein he reiterated
his state law theories and brought new claims for conversion
under 28 U.S.C. § 1103(c)(2)(A)(ii) and breach of
fiduciary duty under 29 U.S.C. § 1109.  at 6-10. At
that point, the Court was able to reference the terms of the
Fund, and pursuant to that same language, the Court found
that Plaintiff did not qualify as a “participant”
under 29 U.S.C. § 102(7).  at 6. The Court dismissed
Plaintiff's federal claims in light of that
determination. Id. at 6-7. The Court further ruled
that because Plaintiff was not a “participant, ”
his state law claims were not in fact
“completely” preempted under ERISA § 502.
Id. at 7. However, the Court reserved judgment as to
whether Plaintiff's state law claims for conversion and
conspiracy were still subject to dismissal pursuant to the
“conflict preemption” language of 29 U.S.C.
§ 1144 (“ERISA § 514”).
response to the Court's ruling, Plaintiff filed his
Second Amended Complaint , which only contains his claims
for conspiracy and conversion. Defendants' motions to
dismiss [80, 83] that Second Amended Complaint are now fully
briefed and ripe for adjudication.
survive Defendants' motions under Federal Rule of Civil
Procedure 12(b)(6), the Complaint must “state a claim
to relief that is plausible on its face.” Yeftich
v. Navistar, Inc., 722 F.3d 911, 915 (7th Cir. 2013). 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.” Id. This Court must
construe the Complaint in the light most favorable to
Plaintiff, accept as true all well-pleaded facts, and draw
all reasonable inferences in his favor. Id.;
Long v. Shorebank Dev. Corp., 182 F.3d 548, 554 (7th
Cir. 1999). Statements of law, however, need not be accepted
as true. Yeftich, 722 F.3d at 915. Rule 12(b)(6)
limits this Court's consideration to “allegations
set forth in the complaint itself, documents that are
attached to the complaint, documents that are central to the
complaint and are referred to in it, and information that is
properly subject to judicial notice.” Williamson v.
Curran, 714 F.3d 432, 436 (7th Cir. 2013).
only pending claims are for conversion (against the Fund and
the Trustees) and conspiracy (against the Fund, the Trustees,
and the Lawyers).  at 7-8. Plaintiff's conversion
claim is explicitly brought pursuant to “Illinois
common law”; it is unclear whether Plaintiff is
attempting to ground his conspiracy claim in state or federal
law. Id. In either event, both claims are dismissed
with prejudice, as more fully explained below.
Conflict Preemption Under ERISA
§ 514 preempts state law claims “insofar as they .
. . relate to any employee benefit plan.” 29
U.S.C. § 1144 (emphasis added). Courts ascribe a
common-sense meaning to this provision, such that a state law
claim “relates to a benefit plan . . . if it has a
connection with or reference to such a plan.”
Metro. Life Ins. Co. v. Massachusetts, 471 U.S. 724,
739 (1985) (internal quotation omitted); see also Rice v.
Panchal, 65 F.3d 637, 645 (7th Cir. 1995) (ERISA §
514 preempts “state ...