Lee Gardner v. Heartland Industrial Partners, 715 F.3d 609

Plaintiffs allege a state-law tortious interference claim arising from Heartland’s and executives’ actions in invalidating Metaldyne’s SERP, an ERISA-plan benefit.
Metaldyne agreed to a Ripplewood purchase; a $13 million SERP obligation became a flashpoint for the deal.
Defendants allegedly persuaded Metaldyne’s board to declare the SERP invalid, affecting plaintiffs’ contractual rights.
Ripplewood closed the sale in January 2007; plaintiffs later learned the SERP had been invalidated.
Plaintiffs filed suit in state court; defendants removed to federal court arguing complete preemption under ERISA § 1132(a)(1)(B) and moved to dismiss; district court denied remand and granted dismissal.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the state-law claim is completely preempted under ERISA § 1132(a)(1)(B).	Davila-style complete preemption applies if the claim falls within ERISA plan scope.	The claim is preempted because it interferes with an ERISA-regulated plan and damages derive from the plan.	Not preempted; Davila second prong not satisfied; remand proper.

Aetna Health Inc. v. Davila, 542 U.S. 200 (2004) (complete preemption analysis under ERISA)
Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41 (1987) (ERISA civil enforcement scheme comprehensive and integrated)
Marin Gen. Hosp. v. Modesto & Empire Traction Co., 581 F.3d 941 (9th Cir. 2009) (two-prong Davila test for preemption; second prong focus on independent duty)
Arditi v. Lighthouse International, 676 F.3d 294 (2d Cir. 2012) (contractual duty independent of plan for preemption analysis)
Stevenson v. Bank of New York Co., Inc., 609 F.3d 56 (2d Cir. 2009) (separate promise theory; damages payable from assets, not plan)
Stoddard v. Mfrs. Nat'l Bank of Grand Rapids, 234 Mich. App. 140 (1999) (anticipatory repudiation suffices to prove breach under Michigan law)