United States District Court, S.D. Florida
ORDER ON MOTION TO DISMISS
BLOOM UNITED STATES DISTRICT JUDGE.
CAUSE is before the Court upon Defendant
Massachusetts Mutual Life Insurance Company's
(“Defendant” or “MassMutual”) Motion
to Dismiss the Complaint, ECF No.  (the
“Motion”); see also ECF No. 
(Memorandum of Law in Support of the Motion). The Court has
reviewed the Motion, all opposing and supporting submissions,
the record and the applicable law, and is otherwise fully
advised. For the reasons set forth below, Defendant's
Motion is granted in part and denied in part.
action centers around a life insurance contract (Policy No.
8652098, or the “Policy”) entered into by
Defendant, an insurance company based in Massachusetts, and
Eliot J. Lupkin (“Mr. Lupkin”) in March of 1991,
whereby Defendant agreed to provide $400, 000.00 in death
benefits to Mr. Lupkin's elected beneficiary or
beneficiaries in exchange for payment of a yearly premium by
Mr. Lupkin. See ECF No. [6-2] at ¶ 7. Many
years later, when Mr. Lupkin passed away on November 13,
2016, the Policy remained in effect. See Id. at
years prior, on August 8, 2008, Mr. Lupkin's financial
advisor sent a form to Defendant on behalf of Mr. Lupkin
requesting that Defendant provide certain information
regarding the Policy, including the identity of the
beneficiary of the Policy. Id. at ¶ 11. In a
letter dated August 20, 2008 (the “August 2008
Letter”), an employee of Defendant provided Mr.
Lupkin's financial advisor with the requested
information, and in doing so, identified Plaintiff Coranne
Pamela Kruse (“Plaintiff” or “Ms.
Kruse”) as the primary and sole beneficiary of the
Policy. See Id. at ¶¶ 12, 17. Thereafter,
Mr. Lupkin met with his financial advisor on multiple
occasions to discuss his finances. On each of those occasions
he expressed to his financial advisor his intention and
belief that Plaintiff would be the primary and sole
beneficiary of the Policy. Id. at ¶ 14.
According to the Complaint, Mr. Lupkin believed that
Plaintiff was the primary and sole beneficiary of the Policy
on the date of his death. Id. at ¶ 15.
Mr. Lupkin's death, a wealth counselor working for the
estate of Mr. Lupkin (the “Estate”) contacted
Defendant regarding Mr. Lupkin's death and the Policy.
Id. at ¶ 16. Defendant responded to the wealth
counselor with an email advising him that the Policy named
Lea Lupkin (“Ms. Lupkin”)-Mr. Lupkin's
niece-and Colette Bolduc (“Ms. Bolduc”) as the
only two beneficiaries. Id. at ¶ 17.
Thereafter, on December 22, 2016, Plaintiff, as personal
representative of the Estate, employed counsel to send
Defendant a demand letter demanding payment of the death
benefits under the Policy to Plaintiff. Id. at
¶ 19. On January 28, 2017, Plaintiff submitted to
Defendant a formal claim to the death benefits under the
Policy. Id. at ¶ 20.
April 5, 2017, Plaintiff, in both her individual capacity and
in her role as personal representative of the Estate,
initiated the instant action against Defendant. See
ECF No.  at ¶¶ 2, 4. Based on the above
mentioned factual allegations, Plaintiff asserts the
following eight claims for relief in her Complaint: equitable
estoppel (Count I); negligence against Plaintiff (Count II);
negligence against Mr. Lupkin (Count III); breach of third
party beneficiary contract (Count IV); breach of
implied-in-fact contract (Count V); fraudulent
misrepresentation (Count VI); negligent misrepresentation
(Count VII); and specific performance (Count VIII).
See ECF No. [6-2]. Defendant moves to dismiss the
Complaint in its entirety, arguing that each of
Plaintiff's claims fail to state a claim under which
relief can be granted. See ECF Nos. , .
pleading in a civil action must contain “a short and
plain statement of the claim showing that the pleader is
entitled to relief.” Fed.R.Civ.P. 8(a)(2). To satisfy
the Rule 8 pleading requirements, a complaint must provide
the defendant fair notice of what the plaintiff's claim
is and the grounds upon which it rests. Swierkiewicz v.
Sorema N.A., 534 U.S. 506, 512, (2002). While a
complaint “does not need detailed factual allegations,
” it must provide “more than labels and
conclusions” or “a formulaic recitation of the
elements of a cause of action.” Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555 (2007); see also Ashcroft
v. Iqbal, 556 U.S. 662, 678 (2009). The Supreme Court
has emphasized that “[t]o survive a motion to dismiss a
complaint must contain sufficient factual matter, accepted as
true, to ‘state a claim to relief that is plausible on
its face.'” Iqbal, 556 U.S. at 678
(quoting Twombly, 550 U.S. at 570); see also Am.
Dental Assoc. v. Cigna Corp., 605 F.3d 1283, 1288-90
(11th Cir. 2010). With respect to Rule 12(b)(6),
“[d]ismissal pursuant to Rule 12(b)(6) is not
appropriate ‘unless it appears beyond doubt that the
plaintiff can prove no set of facts in support of his claim
which would entitle him to relief.'” Magluta v.
Samples, 375 F.3d 1269, 1273 (11th Cir. 2004) (quoting
Conley v. Gibson, 355 U.S. 41, 45-46 (1957)). A
court considering a Rule 12(b) motion is generally limited to
the facts contained in the complaint and attached exhibits,
including documents referred to in the complaint that are
central to the claim. See Wilchombe v. TeeVee Toons,
Inc., 555 F.3d 949, 959 (11th Cir. 2009); see also
Maxcess, Inc. v. Lucent Technologies, Inc., 433 F.3d
1337, 1340 (11th Cir. 2005) (“[A] document outside the
four corners of the complaint may still be considered if it
is central to the plaintiff's claims and is undisputed in
terms of authenticity.”) (citing Horsley v.
Feldt, 304 F.3d 1125, 1135 (11th Cir. 2002)).
Equitable Estoppel (Count I)
seeks dismissal of Count I on the basis that the Complaint
fails to allege facts satisfying all of the elements required
for an equitable estoppel claim-in particular, that Mr.
Lupkin actually relied on the August 2008 Letter to his
detriment. See ECF No.  at 7-8. The Court
elements of an equitable estoppel claim, which a plaintiff
must prove by clear and convincing evidence, are: (1) a
representation about a material fact that is contrary to a
later-asserted position; (2) reliance on that representation;
and (3) a change in position detrimental to the party
claiming estoppel based on the representation and reliance
thereon. Lewis v. Dep't of Health & Rehab.
Servs., 659 So.2d 1255, 1256-57 (Fla. 4th DCA 1995)
(quoting State Dep't of Revenue v. Anderson, 403
So.2d 397 (Fla. 1981)).
first element is clearly satisfied here. Defendant's
current position that Plaintiff is not listed as a
beneficiary under the Policy is contrary to the August 2008
Letter in which Defendant represented that Plaintiff was not
only a beneficiary, but the sole beneficiary. With respect to
the latter two elements, the Court begins by noting that the
particular reliance alleged in the Complaint is not
necessarily a change in position; rather, it is in essence
the opposite. Plaintiff alleges that had Mr. Lupkin known
that Plaintiff was not the beneficiary under the Policy, he
would have taken the appropriate measures to make her the
beneficiary. ECF No. [6-2] at ¶¶ 14-15. According
to the Complaint, because he did not know this, he decided to
not do anything-i.e., he did not change his position.
Id. at ¶ 18. Nonetheless, the Court finds that
the alleged decision by Mr. Lupkin not to change the Policy
based on the August 2008 Letter constitutes reliance for
purposes of equitable estoppel. Taking the allegations in the
Complaint as true, Mr. Lupkin's inaction led to an
identifiable detriment - that is, an undesired disbursement
of the Policy's death benefits.
cites to United States Life Ins. Co. in the City of N.Y.
v. Logus Mfg. Corp., 845 F.Supp.2d 1303 (S.D. Fla.
2012), in support of its argument that the above mentioned
reliance was not reasonable. See ECF No.  at 8.
Defendant points out, and correctly so, that a claim of
reliance must fail where the parties have equal knowledge of
the truth or where the plaintiff had access to the truth.
Id. at 7-8 (citing Lennar Homes, Inc. v. Gabb
Constr. Serv., Inc., 654 So.2d 649, 652 (Fla. 3d DCA
1995), and Logus, 845 F.Supp.2d at 1314). Defendant
is incorrect to argue here, however, that “[b]ecause
Mr. Lupkin could have, at any point in the eight years after
the August 2008 Letter, called MassMutual and confirmed the
beneficiary (or questioned the contents of the August 2008
Letter), he cannot claim to have relied on it.”
Id. at 8. On this point, Logus is
distinguishable from this case, and the distinction
illustrates why Mr. Lupkin's alleged reliance on the
August 2008 Letter was not unreasonable. At issue in
Logus were deficient “Change Forms” that
had been submitted by the deceased insured to the insurer in
order to change the named beneficiary of his life insurance
policy to his personal trust. See 845 F.Supp.2d at
1318-19. The attempt proved unsuccessful due to the
deficiencies in the Change Forms. See Id. at
1309-10. The trust, which was one of two defendants in the
action,  claimed that if the insurer would have
notified the insured of the deficiencies in the Change Forms,
the insured would have remedied those deficiencies and thus
secured the policy's proceeds for his personal trust.
Id. at 1319. The court rejected that argument,
reasoning in relevant part as follows:
[T]he Trust's purported reliance was not reasonable
because it could have simply contacted American General to
confirm that the change of beneficiary had been made. . . .
The Trust's abject failure over a period of nine years to
call or write to American General and request confirmation
that it had been substituted as the beneficiary in the
instant Policy renders its alleged reliance unreasonable.
Id. In this case, there are no Change Forms at issue
(at least not as reflected in the Complaint). More
importantly, whatever might have precipitated Mr.
Lupkin's inquiry in 2008 as to who the named beneficiary
or beneficiaries under the Policy were, the inquiry was made
directly to Defendant, and Defendant itself responded to the
inquiry. In other words, Mr. Lupkin did exactly what the
Logus court explained that the insured in that case
should have done, but did not do. In the Court's view,
under these circumstances, that Mr. Lupkin apparently relied
on Defendant's response in the August 2008 Letter in the
years to follow is not in and of itself unreasonable.
Accordingly, the Court finds that Plaintiff's equitable
estoppel claim under Count I has been sufficiently pled.
Negligence Against Plaintiff (Count II)
seeks dismissal of Count II on the bases that Defendant owed
no duty to Plaintiff, and that even if it did, there was no
causal connection between any conduct by Defendant and the
harm to Plaintiff alleged under Count II. See ECF
No.  at 8-9. The Court agrees with the latter.
elements of a negligence claim are: (1) a duty, or
obligation, recognized by the law, requiring the defendant to
conform to a certain standard of conduct; (2) the
defendant's failure to conform to that standard (i.e., a
breach of the duty owed); (3) a reasonably close causal
connection between the conduct at issue and the resulting
injury (i.e., proximate cause); and (4) actual loss or
damage. Clay Elec. Coop., Inc. v. Johnson, 873 So.2d
1182, 1185 (Fla. 2003). “The principle of
‘duty' . . . may arise from four general sources:
(1) legislative enactments or administration regulations; (2)
judicial interpretations of such enactments or regulations;
(3) other judicial precedent; and (4) a duty arising from the
general facts of the case.” Id. (quoting
McCain v. Fla. Power Corp., 593 So.2d 500, ...