United States District Court, M.D. Florida, Orlando Division
GREGORY A. PRESNELL UNITED STATES DISTRICT JUDGE.
matter comes before the Court without a hearing on the
Defendant's Motion to Dismiss Plaintiff's Amended
Complaint (Doc. 62), the Plaintiff's Response (Doc. 73),
and the Defendant's Reply (Doc. 76).
Plaintiff, Donna Sheedy, has filed suit against Adventist
Health Systems (“AHS”) and various affiliated
entities (collectively, “Defendants”). Her
Amended Complaint (Doc. 47) asserts fifteen claims: eleven
claims based on the Employee Retirement Income Security
(“ERISA”), one constitutional claim, and three
state law claims. These claims involve two distinct
defined-benefit pension plans associated with AHS: the
Hospital Plan and the Merged Plan. The Plaintiff, who is a
participant in these plans, contends that they are not
“church” plans and are thus subject to ERISA
requirements. Alternatively, she argues that ERISA's
church plan exemption is unconstitutional under the
Establishment Clause of the First Amendment to the United
States Constitution (Count XII). Finally, she asserts three
alternative state law claims: breach of contract (Count
XIII), unjust enrichment (Count XIV), and breach of fiduciary
duty (Count XV).
Plaintiff's claims all relate to pension plans connected
to employment with Adventist Health Systems. In addition to
bringing suit against AHS, the Plaintiff also named the
Adventist Retirement Board (“Retirement Board”),
the Adventist Retirement Plan Administrative Committee
(“Hospital Plan Committee”), and the Adventist
Health System Benefits Administrative Committee
(“Merged Plan Committee”) as Defendants.
Amended Complaint groups the pension plans at issue into two
categories: the “Old Plan” and the “Frozen
Plans.” Doc. 47 ¶ 46. Because the
Plaintiff's usage of terms describing the Plans is
inconsistent in its Memorandum in Opposition, the Court will
use the Defendants' terms instead: “Hospital
Plan” for the Old Plan and “Merged Plan”
for the Frozen Plans.
to the Amended Complaint, both the Hospital Plan and the
Merged Plan “were established and are maintained by
[AHS] to provide retirement [benefits] to employees.”
Id. ¶ 47. The Plaintiff states that neither
Plan qualifies as a “church plan” under ERISA
because they are not maintained by a church and the employees
covered by the plans are not employed by an entity controlled
or associated with a church. Id. ¶ 9. The Plans
allegedly were established and maintained by AHS, which the
Plaintiff claims is a business and not a church or a
convention or association of churches. Id. ¶ 9,
47. According to the Amended Complaint, the underfunding of
the Plans violates ERISA. See Id. ¶ 10. The
Plaintiff also contends that the Defendants have violated
ERISA by failing to comply with reporting and disclosure
requirements, failing to establish the Plans pursuant to a
written instrument, failing to establish a trust as required,
and breaching fiduciary duties. Alternatively, the Plaintiff
asserts that even if the Plans are not subject to ERISA, the
Defendants are liable for state law claims of breach of
fiduciary duty, breach of contract, and unjust enrichment for
failing to adequately fund the plans. Id. ¶ 11.
The Hospital Plan
Hospital Plan is a defined-benefit pension plan that was
established in 1980, Doc. 63-1 at 7, and suspended in 1992.
Doc. 63-5 at 28. The Plan is administered by the Retirement
Board and the Hospital Plan Committee. The Plaintiff alleges
that AHS did not make contributions to the Hospital Plan in
2012 or 2013, resulting in the Hospital Plan being
“underfunded by $112 million as of December 31,
2013.” Doc. 47 ¶ 2-3. However, according to the
December 31, 2016 Audited Consolidated Financial Statements,
the Hospital Plan is funded at 100.1% of its benefit
obligations. Doc. 63-5 at 29.
The Merged Plan
Merged Plan, which is also a defined-benefit pension plan,
was frozen in 2010. Doc. 47 ¶ 73. It is administered by
the Merged Plan Committee. Id. ¶ 21. The 2016
Financial Statement reflects that this Plan is underfunded by
$29 Million. Doc. 63-5 at 29.
ruling on a motion to dismiss, the Court must view the
complaint in the light most favorable to the Plaintiff,
see, e.g., Jackson v. Okaloosa County, Fla., 21 F.3d
1531, 1534 (11th Cir. 1994), and must limit its consideration
to the pleadings and any exhibits attached thereto.
See Fed. R. Civ. P. 10(c); see also GSW, Inc. v.
Long County, Ga., 999 F.2d 1508, 1510 (11th Cir. 1993).
The Court will liberally construe the complaint's
allegations in the Plaintiff's favor. See Jenkins v.
McKeithen, 395 U.S. 411, 421 (1969). However,
“conclusory allegations, unwarranted factual deductions
or legal conclusions masquerading as facts will not prevent
dismissal.” Davila v. Delta Air Lines, Inc.,
326 F.3d 1183, 1185 (11th Cir. 2003).
reviewing a complaint on a motion to dismiss under Federal
Rule of Civil Procedure 12(b)(6), “courts must be
mindful that the Federal Rules require only that the
complaint contain ‘a short and plain statement of the
claim showing that the pleader is entitled to
relief.'” U.S. v. Baxter Intern., Inc.,
345 F.3d 866, 880 (11th Cir. 2003) (citing Fed.R.Civ.P.
8(a)). This is a liberal pleading requirement, one that does
not require a plaintiff to plead with particularity every
element of a cause of action. Roe v. Aware Woman Ctr. for
Choice, Inc., 253 F.3d 678, 683 (11th Cir. 2001).
However, a plaintiff's obligation to provide the grounds
for his or her entitlement to relief requires more than
labels and conclusions, and a formulaic recitation of the
elements of a cause of action will not do. Bell Atlantic
Corp. v. Twombly, 550 U.S. 544, 554-555 (2007). The
complaint's factual allegations “must be enough to
raise a right to relief above the speculative level, ”
id. at 555, and cross “the line from
conceivable to plausible.” Ashcroft v. Iqbal,
556 U.S. 662, 680 (2009).
The ERISA Claims
first eleven counts, the Plaintiff sues both AHS and the
three plan administrative committees, alleging violations of
ERISA because neither ...