Wiseman v. ING Groep, N.V.
1:16-cv-07587
S.D.N.Y.Sep 28, 2017Background
- Gloria Wiseman owned a flexible premium adjustable life policy issued in 1991 on her mother (Olga). The policy included an "Exchange" provision allowing exchange for any whole‑life or endowment plan "that we issue at the time of exchange."
- The original policy was allegedly lost; Wiseman received a 2014 "duplicate" policy. She alleges the original may have been more favorable but does not identify differing terms.
- Wiseman repeatedly sought to exercise the Exchange provision in 2015 but ReliaStar/Voya informed her they did not issue whole‑life or endowment policies for insureds of Olga's advanced age, so no eligible replacement plan was available.
- The policy lapsed at maturity in October 2016, eliminating paid premiums and any death benefit; Wiseman sued ReliaStar, Voya, and former parent ING alleging breach of contract, breach of the implied covenant of good faith and fair dealing, negligence, N.Y. Gen. Bus. Law § 349, unjust enrichment, declaratory relief, and intentional infliction of emotional distress.
- The Court found the Exchange provision unambiguous (exchange limited to plans the insurer issued at the time of exchange), dismissed all claims except the implied covenant claim as to ReliaStar, and dismissed Voya and ING entirely for lack of plausible alter‑ego/successor allegations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract — entitlement to exchange | Wiseman: Exchange provision required insurer to provide an exchange option so she could secure a new policy; insurer breached by refusing exchange | ReliaStar/Voya: Provision unambiguously limits exchange to plans "we issue at the time of exchange"; none such plans existed for Olga's age, so no breach | Court: Policy unambiguous; no breach as no eligible plan was generally offered at exchange time |
| Breach of implied covenant of good faith and fair dealing | Wiseman: Even if not explicit, insurer should have maintained a practicable exchange option or notified/adjusted premiums when exchanges became impossible | Defendants: Allowing such a claim would rewrite explicit contractual limits | Held: Plausible that reasonable purchaser would expect notice or accommodation; claim survives as not duplicative at this stage |
| Negligence (independent tort) | Wiseman: Insurers owed duties (e.g., preserve policies, notify changes, due diligence on acquisitions) independent of contract | Defendants: Duties arise from contract; injuries are the same as contract damages, so tort claim duplicates contract | Held: Dismissed — plaintiff failed to identify a legal duty independent of the contract or proximate causation apart from contract breach |
| Alter‑ego / successor liability for Voya and ING | Wiseman: Voya and ING are alter egos/administrators (shared branding, voya.com correspondence, overlapping management) so they are liable | Defendants: Corporate separateness; parent ownership/branding insufficient to pierce veil | Held: Dismissed — allegations too conclusory; no plausible showing of total domination or use of control to commit a wrong |
| N.Y. Gen. Bus. Law § 349 (deceptive practices) | Wiseman: Agents represented exchanges would be available; that was deceptive | Defendants: Alleged conduct occurred decades earlier; statute of limitations bars claim | Held: Dismissed as time‑barred (three‑year limitations; discovery rule not applied) |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (plausibility standard for Rule 12(b)(6))
- Ashcroft v. Iqbal, 556 U.S. 662 (pleading standards; conclusory allegations insufficient)
- Eternity Glob. Master Fund Ltd. v. Morgan Guar. Tr. Co. of N.Y., 375 F.3d 168 (contract ambiguity and interpretation principles)
- U.S. Naval Inst. v. Charter Commc'ns, 875 F.2d 1044 (when contract terms are questions of fact due to ambiguity)
- 511 W. 232nd Owners Corp. v. Jennifer Realty Co., 773 N.E.2d 496 (implied covenant protects reasonable expectations of promisee)
- Clark‑Fitzpatrick, Inc. v. Long Island R.R. Co., 516 N.E.2d 190 (contract breach vs. tort — duty independent of contract required for tort recovery)