9 F.4th 91
2d Cir.2021Background:
- The Fund is a multiemployer, ERISA-governed defined‑benefit pension plan for employees of private school‑bus contractors serving NYC public schools.
- The NYC Department of Education (DOE) contracts with private Contractors (Jofaz, Allied, Pride, Quality) to provide school‑bus services; those contracts include an Employee Protection Provision (EPP) requiring coordination via Master Seniority Lists and certain terms for hires.
- The Fund is not a signatory to the DOE–Contractor contracts but alleges the Contractors were obligated to sign an agreement to participate in the Fund and to make contributions per the contracts/EPP.
- The Fund sued (2014; operative Amended Complaint 2018) under ERISA, claiming delinquent contributions and related fiduciary/prohibited‑transaction theories; Defendants moved to dismiss under Rule 12(b)(6).
- The District Court dismissed the Amended Complaint with prejudice for failure to plausibly allege that the Contractors had ERISA contribution obligations (or that the EPP was a plan/collectively bargained agreement), and rejected fiduciary/prohibited‑transaction theories.
- The Second Circuit affirmed, adopting the District Court’s reasoning and holding the Fund failed to state viable ERISA claims.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Contractors had ERISA delinquent‑contribution obligations (29 U.S.C. § 1145) | Fund: Contractors were required to contribute under DOE–Contractor contracts/EPP | Contractors: No contractual obligation to contribute to Fund; Fund not a party | Held: Fund failed to plausibly allege such obligations; dismissal affirmed |
| Whether the EPP constitutes an ERISA "plan" or a "collectively bargained agreement" | Fund: EPP functionally imposed contribution duties akin to a plan/collective agreement | Defs: EPP is a contract term, not an ERISA plan or CB agreement | Held: EPP is neither an ERISA plan nor a collectively bargained agreement |
| Fiduciary liability under ERISA (§ 409) | Fund: DOE and Contractors acted as fiduciaries or knowingly participated in breaches | Defs: No plausible allegations that Defendants acted as fiduciaries or engaged in prohibited transactions | Held: Fiduciary and prohibited‑transaction claims not plausibly alleged |
| Consideration of pleadings and attachments at Rule 12(b)(6) stage | Fund: Documents and contract language support plausible claims | Defs: Attached documents undermine Fund’s allegations | Held: Court may consider incorporated documents; after review claims are implausible |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (pleading standard: plausibility)
- Austin v. Town of Farmington, 826 F.3d 622 (2d Cir. 2016) (de novo review of Rule 12(b)(6))
- In re Bankers Tr. Co., 450 F.3d 121 (2d Cir. 2006) (appellate reliance on district court factual recitation)
- Beauvoir v. Israel, 794 F.3d 244 (2d Cir. 2015) (documents attached/incorporated may be considered on motion to dismiss)
- Cement & Concrete Workers Dist. Council Welfare Fund v. Lollo, 35 F.3d 29 (2d Cir. 1994) (§1145 requires preexisting obligation to contribute)
- Div. 1181 A.T.U.-New York Emps. Pension Fund By Cordiello v. City of New York Dep't of Educ., 910 F.3d 608 (2d Cir. 2018) (background on DOE contracting with private carriers)