01-4254 | 6th Cir. | Jul 23, 2003
Before: GUY, BOGGS, and DAUGHTREY, Circuit Judges.
1 No. 01-4254 Husvar, et al. v. Rapoport, et al. 3 4 Husvar, et al. v. Rapoport, et al. No. 01-4254 On appeal, the plaintiffs contend that the district court erred employees and caused a “drastic reduction in the value of in denying their motion to remand the action to state court and Mosler’s stock and the resultant destruction of most of thus had no jurisdiction to enter an order of dismissal on the Mosler’s employees’ retirement funds.” The complaint merits. For the reasons set out below, we agree that the district contained both a direct common law claim for relief that court lacked jurisdiction over what appear to be solely state- alleged financial injury to the class members “[a]s a proximate law claims. We therefore find it necessary to reverse the result of these breaches of fiduciary duty,” and a derivative district court’s judgment, vacate the order of the district court common law claim, alleging damage and injury to the denying the plaintiffs’ motion to remand, and remand the case company and to the shareholders as a result of those same to the district court with directions to remand this matter to the breaches. Ohio state courts for resolution of the plaintiffs’ claims.
The defendants subsequently sought removal of the FACTUAL AND PROCEDURAL BACKGROUND litigation to federal district court. In so doing, they recognized that the complaint did not “on its face contain a federal As non-union employees of Mosler, Inc., the plaintiffs question.” Nevertheless, they argued that the ESOP was an received shares of company stock in conjunction with their ERISA-covered plan and that the complaint’s perceived participation in an employee stock option plan (ESOP). As
allegations of improper management of that plan resulted in alleged in the amended complaint filed in this matter, the complete federal preemption of all matters relating to that “Mosler’s ESOP is a defined contribution stock bonus plan for entity. Claiming that the plaintiffs failed to exhaust which all salaried non-union employees are eligible. Mosler administrative remedies and failed to comply with has funded the ESOP primarily with its own common and requirements for filing derivative actions, the defendants also preferred stock.” moved to dismiss the complaint “for failure to state a claim
upon which relief may be granted.” According to the plaintiffs, the company’s fortunes, under the direction of defendants Michel Rapoport, William A. In response to the attempt to terminate the litigation, the Marquard, Thomas R. Wall, IV, and Robert A. Young, III, plaintiffs then filed both an amended complaint in district spiraled downward dramatically. Regardless of that negative
court and a motion to remand the matter to state court. In the trend, however, Rapoport continued to receive substantial amended complaint, they attempted to remove any indications performance bonuses and additional stock issuances authorized that the action was brought pursuant to ERISA. Instead, the by the board of directors. The remaining defendants also plaintiffs sought payment only for “the value of the stock lost” benefitted from various bonuses and fees, while the value of as a result of defendants’ actions, not “the value of all benefits the common and preferred stock distributed to the named lost,” as prayed for in the original complaint. The district plaintiffs and other putative class members tumbled at least 80 court nevertheless denied the motion to remand, ruling that, percent. despite the artful crafting of the language of the complaint,
“Plaintiffs seek to recover the loss of value of the retirement Faced with the prospect of complete dissolution of their savings that was occasioned by the individual Defendants’ retirement funds due to the perceived mismanagement of the mismanagement of the corporation and the ESOP.” According company by the defendants, the plaintiffs originally filed a to the district judge, such a prayer can be asserted only by class action suit in Ohio state court claiming that those participants of the employee benefit plan and is governed defendants breached their fiduciary responsibilities to the No. 01-4254 Husvar, et al. v. Rapoport, et al. 5 6 Husvar, et al. v. Rapoport, et al. No. 01-4254 preemptively by ERISA, thus vesting the federal courts with essentially an accession to the dismissal of that claim. jurisdiction over the dispute. This Court may not entertain jurisdiction over a claim
asserted by a party without standing on the basis of an During the pendency of that motion, Mosler, Inc., filed a hypothesis that it may gain subject matter jurisdiction in bankruptcy petition, effectively staying all claims for monetary the course of future events. damage against the company itself. The remaining, individual defendants, however, continued their efforts to be dismissed From that order of dismissal, as well as from the district from the suit as well and filed a second motion to dismiss. In court’s denial of the motion to remand, the plaintiffs now that filing, the defendants contended that the plaintiffs lacked appeal. standing to prosecute the derivative action described in the DISCUSSION complaint because, in the absence of abandonment, only the debtor-in-possession of Mosler’s bankruptcy estate (the
We review a denial of a motion for remand de novo . See bankruptcy trustee) can prosecute such a claim. The Peters v. Lincoln Elec. Co. , 285 F.3d 456" date_filed="2002-03-21" court="6th Cir." case_name="Graham A. Peters v. The Lincoln Electric Company">285 F.3d 456, 465 (6th Cir. 2002). defendants further argued that the direct claims of breach of Thus, in this case, we must examine the amended complaint to fiduciary duty should also be dismissed. determine whether the claims raised therein are not only preempted by ERISA, but also are so tied to the statutory
In response, the plaintiffs asserted that they “no longer scheme that federal courts, and only federal courts, must intend to pursue the direct claims currently alleged in the exercise jurisdiction over their resolution. Amended Complaint. As such, the issues contained in Defendants’ Motion to Dismiss Plaintiffs’ Amended
Generally, a defendant is entitled to remove a cause of action Complaint with respect to Plaintiffs’ direct claims and class from state court to federal court when the federal district court action allegations are moot.” Furthermore, the plaintiffs did would “have original jurisdiction founded on a claim or right not “dispute that Mosler’s filing of a Chapter 11 Petition arising under the Constitution, treaties or laws of the United extinguished their rights to pursue a shareholder derivative States.” 28 U.S.C. § 1441(b). In determining whether an action at this time.” They requested, however, that the district action meets this removal requirement, courts analyze the court stay its ruling on the defendants’ motion to dismiss that litigation under the “well-pleaded complaint rule.” See claim pending a ruling by the bankruptcy court on another Caterpillar, Inc. v. Williams , 482 U.S. 386" date_filed="1987-06-09" court="SCOTUS" case_name="Caterpillar Inc. v. Williams">482 U.S. 386 (1987). Pursuant motion by the plaintiffs in that forum seeking abandonment by to that “rule,” the federal judiciary recognizes that “the the trustee of the derivative cause of action. plaintiff is the master of the complaint, that a federal question must appear on the face of the complaint, and that the plaintiff In light of the plaintiffs’ assertions in their court filings, the may, by eschewing claims based on federal law, choose to district court dismissed the federal court action in its entirety. have the cause heard in state court.” Id. at 398-99. Specifically, the court “construe[d] Plaintiffs’ statement regarding the direct claim in the amended complaint as an
Consequently, because a defendant’s argument that a cause accession to the dismissal of that claim.” Moreover, the of action is preempted by federal law does not appear on the district judge ruled: face of a well-pleaded complaint, the doctrine of preemption does not alone necessarily authorize removal to federal court.
Plaintiffs’ concession that they do not have standing to See Metro. Life Ins. Co. v. Taylor , 481 U.S. 58" date_filed="1987-04-06" court="SCOTUS" case_name="Metropolitan Life Insurance v. Taylor">481 U.S. 58, 63-64 (1987). assert the derivative claim in the amended complaint is No. 01-4254 Husvar, et al. v. Rapoport, et al. 7 8 Husvar, et al. v. Rapoport, et al. No. 01-4254 “One corollary of the well-pleaded complaint rule developed defense to a state-law claim does not, in general, confer federal in the case law, however, is that Congress may so completely subject-matter jurisdiction”). pre-empt a particular area that any civil complaint raising this Clearly, the plaintiffs’ amended complaint does not select group of claims is necessarily federal in character.” Id.
specifically mention ERISA and does not overtly purport to The defendants in this case assert that ERISA’s overarching invoke federal jurisdiction under that statutory scheme. preemption provision constitutes an example of just such an Nevertheless, an action can still be removed to federal court, intent on the part of Congress to vest federal courts with and a subsequent motion for remand be denied, “where the real exclusive jurisdiction over all disputes involving employee nature of the claim asserted in the complaint is federal, benefit and pension plans. In Warner v. Ford Motor Co. , 46 irrespective of whether it is so characterized.” Sable v. Gen. F.3d 531, 535 (6th Cir. 1995), however, this court Motors Corp. , 90 F.3d 171" date_filed="1996-07-23" court="6th Cir." case_name="Richard Sable v. General Motors Corporation">90 F.3d 171, 174 (6th Cir. 1996) (quoting 1A J . unanimously held, in an en banc decision, that “[r]emoval and MOORE & B . RINGLE , MOORE ’ S FEDERAL PRACTICE ¶ 0.160[3.- preemption are two distinct concepts.” As the court explained: 3] (2d ed. 1987)). In Smith , this court noted that claims to
recover ERISA benefits under 29 U.S.C. § 1132(a)(1)(B) are Removal is allowed in § 1132(a)(1)(B) type cases under clearly federal in nature and must be brought in federal court. Metropolitan Life because of the Court’s conclusion that
See Smith , 170 F.3d at 613. We then found “little reason to Congress intended federal law to occupy the regulated distinguish between” § 1132(a)(1)(B) claims and claims for field of pension contract enforcement. State claims for breaches of fiduciary duties brought pursuant to 29 U.S.C. damages or injunctive relief to enforce a pension plan § 1132(a)(2), and stated: against an employer or trustee are subject to removal. State causes of action not covered by § 1132(a)(1)(B) may ERISA is at least as concerned with defining and still be subject to a preemption claim under § 1144(a) . . . standardizing the duties of a fiduciary as it is with because the state law at issue may “relate to” a pension or providing for recovery of benefits. A claim for breach of employee benefit plan. But such actions are not subject to fiduciary duty against a fiduciary of an ERISA plan removal. necessarily presents a federal question. Thus, [a] state-
law fiduciary duty claim is not only preempted but also . . . . . provides federal subject-matter jurisdiction. “The fact that a defendant might ultimately prove that Id. (citations omitted). a plaintiff’s claims are pre-empted” – for example under § 1144(a) – “does not establish that they are removable to In this case, however, the complaint being examined does federal court.” Caterpillar , 482 U.S. 386" date_filed="1987-06-09" court="SCOTUS" case_name="Caterpillar Inc. v. Williams">482 U.S. at 398 . . . . The not challenge the actions of a plan fiduciary. Instead, the federal preemption defense in such nonremovable cases complaint merely questions the propriety of certain business would be decided in state court and would be subject to decisions made by the company’s board of directors. review on certiorari in the U.S. Supreme Court. Although those decisions, without question, affected the value
of the company stock that comprised the employees’ benefit Id. See also Smith v. Provident Bank , 170 F.3d 609" date_filed="1999-03-18" court="6th Cir." case_name="22 Employee Benefits Cas. 2681 v. Provident Bank Cowen & Company Ray Rossman">170 F.3d 609, 613 (6th plan assets, that fact alone does not transform a state-law Cir. 1999) (“the mere availability of a federal preemption
breach of fiduciary duty claim into a federal ERISA action. As this court concluded in Grindstaff v. Green , 133 F.3d 416" date_filed="1998-01-08" court="6th Cir." case_name="21 Employee Benefits Cas. 2249, Pens. Plan Guide (Cch) P 23940b">133 F.3d 416, 423-
No. 01-4254 Husvar, et al. v. Rapoport, et al. 9 10 Husvar, et al. v. Rapoport, et al. No. 01-4254 24 (6th Cir. 1998), quoting from the Eighth Circuit decision in In view of this conclusion, the plaintiffs’ contention that the Hickman v. Tosco , 840 F.2d 564" date_filed="1988-08-11" court="8th Cir." case_name="L.G. "Pat" Hickman v. Tosco Corporation">840 F.2d 564, 566 (8th Cir. 1988): district court erred in dismissing their amended complaint for
failure to state a claim upon which relief could be granted is “ERISA does not prohibit an employer from acting in moot. accordance with his interests as an employer when not administering the plan or investing the assets.” In fact, in CONCLUSION Hickman , the Eighth Circuit specifically observed that
The mere fact that the plaintiffs’ amended complaint “day-to-day corporate business transactions, which may referenced alleged actions undertaken by the defendants that have a collateral effect on prospective, contingent ultimately resulted in a diminution in value of the assets of the employee benefits [do not have to] be performed solely in plaintiffs’ retirement plan does not necessarily vest the federal the interest of plan participants.” In Martin v. Feilen , judiciary with jurisdiction over this matter. Because we hold [965 F.2d 660" date_filed="1992-06-03" court="8th Cir." case_name="Lynn Martin v. Harvey Feilen">965 F.2d 660 (8th Cir. 1992)], the court concluded that that the amended complaint actually raised only state-law Hickman applied to ESOPs, noting that “[v]irtually all of issues involving the legitimacy of business decisions made by an employer’s significant business decisions affect the the defendants, and the record does not establish diversity value of its stock, and therefore the benefits that ESOP
jurisdiction, we find it necessary to VACATE the order plan participants will ultimately receive.” 965 F.2d 660" date_filed="1992-06-03" court="8th Cir." case_name="Lynn Martin v. Harvey Feilen">965 F.2d at 666 denying the plaintiffs’ motion for remand to state court. (observing that section 1104 only applies to “transactions Because such a remand was proper, the district court then had that involve investing the ESOP’s assets or administering no jurisdiction to enter an order of dismissal. The case is the plan.”)
therefore REMANDED to the district court with directions to A close examination of the plaintiffs’ amended complaint remand the matter to the state court. reveals that nowhere in that document do the former employees allege that the defendants themselves mismanaged any fund designated as a pension benefit plan for company workers. Instead, the complaint is replete only with allegations that the individual defendants mismanaged the company so as to result in a dramatic decrease in the value of Mosler stock – a result that, in turn, happened to devalue the ESOP funded with such stock. A claim that company directors did not operate the business itself in conformity with sound business practices does not, however, implicate the protections afforded by ERISA. Absent any indication in the amended complaint that the plaintiffs intend to challenge the decisions or actions of plan fiduciaries , the filing contains no claims arising under federal law. We conclude, therefore, that the district judge erred in denying the plaintiffs’ motion to remand this matter to the state court system for resolution.