MEMORANDUM & ORDER
Plaintiffs Michael Zeuner, Eamon Kelly, and Jean Brunei (“Plaintiffs”) bring this action against their former employer, Sun-Trust Banks Inc. (“SunTrust”), SunTrust Banks, Inc. Severance Pay Plan (the “Severance Plan”), and the SunTrust Banks Severance Plan Administrator (the “Administrator,” and together with SunTrust and the Severance Plan, “Defendants”). Plaintiffs allege that Defendants terminated them employment and subsequently denied them severance pay to which they were entitled under the Severance Plan, in violation of the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1101 et. seq. (“ERISA”).
Defendants now move to dismiss each of Plaintiffs’ claims for failure to state a claim upon which relief can be granted, pursuant to Fed. R. Civ. P. 12(b)(6). For the reasons set forth below, Defendants’ Motion to Dismiss the Complaint is GRANTED.
I. BACKGROUND
The following facts are drawn from the Complaint and are assumed true for purposes of the instant Motion.
Plaintiffs were each employed by GenSpring Family Offices, LLC (“GenSpr-ing”), a SunTrust subsidiary, in various
In early 2012, SunTrust conducted a strategic review at Genspring and decided to reorganize. (Id. ¶22.) On October 5, 2012, Plaintiffs were terminated from their employment with SunTrust. (Id. ¶ 37.) Plaintiffs allege that the sole reason given at the time for their termination was “a change in leadership.” (Id.)
On December 11,2012, Plaintiffs submitted claims for severance benefits under the Severance Plan, a self-funded employee benefit plan sponsored by SunTrust and governed by ERISA. (Id. ¶¶ 10, 39.) The Severance Plan provides severance benefits for employees whose employment was terminated due to a “Qualifying Termination.” (Id. ¶ 14; Lombard Deck Ex. A (the “Plan Terms”) § 4.1(a).) A Qualifying Termination is defined as “an involuntary separation .., because of a reduction in force (RIF) or job elimination or because of a consolidation, merger, or reorganization or other business related changes ...” (Compl. ¶ 15; Plan Terms § 2.12.) The Plan Terms also specify that a Qualifying Termination does not include a “demotion, transfer or termination resulting from disciplinary action or poor job performance” or “[a]n involuntary termination .... for any reason not listed above.” (Plan Terms § 2.12.)
On April 15, 2013, the Administrator denied Plaintiffs’ claims for benefits. (Compl. ¶ 40; see Lombard Deck Ex. C (the “Claim Denial Letters”).) The Administrator rejected Plaintiffs’ contention that their dismissals were due to a “reorganization or other business related change.” (Claim Denial Letters at 1, 4, 7.) The letters stated:
[T]he definition of “qualifying termination” does state that an “other business related change” could be a trigger for severance eligibility. However, taken in context, the provision is interpreted to refer to job loss due to third-party transactions such as mergers and divestitures.
(Id.) The Administrator concluded that Plaintiffs had been terminated due to an internal “change in leadership,” and were therefore ineligible for severance benefits. (Id.) The letters also noted that “poor job performance” is among the exclusions from a Qualifying Termination and cited “the ■ company’s failure to perform and your role and involvement as a senior leader” as the basis for Plaintiffs’ terminations. (Id.)
On May 16, 2013, Plaintiffs appealed their claim denials. (Compl. ¶ 42.) On August 10, 2013, the Administrator denied Plaintiffs’ appeals and in doing so reiterated its interpretation of “other business related change” to refer to third-party transactions. (Id. ¶ 43; see Lombard Deck Ex. D (the “Appeal Denial Letters”) at 2, 5, 8.) The Administrator again noted that Plaintiffs were “senior leader[s] within the organization that was not performing,’’ and stated that the “decision to terminate employment was made based on role, impact to the business, historical role/actions/contributions and lack of confidence in the employee’s ability to move the business forward.” (Appeal Denial Letters at 2, 5, 8.)
Plaintiffs filed the instant action on March 26,2015. ■
A. Legal Standard for Motion to Dismiss Pursuant to Fed. R. Civ. P. 12(b)(6)
For a complaint to suiwive a motion brought pursuant to Fed. R. Civ. P. 12(b)(6), the plaintiff must have pleaded “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly,
when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. The plausibility standard is not akin to a “probability requirement,” but it asks for more than a sheer possibility that a defendant has acted unlawfully. Where a complaint pleads facts that are “merely consistent with” a defendant’s liability, it “stops short of the line between possibility and plausibility of entitlement to relief.”
Ashcroft v. Iqbal,
[A] court considering a motion to dismiss can choose to begin by identifying pleadings that, because they are no more than conclusions, are not entitled to the assumption of truth. While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations.- When there are well-pleaded factual allegations, a court should assume their veracity and then determine whether they plausibly give rise to an entitlement to relief.
Iqbal,
In considering a motion under Rule 12(b)(6), a court must accept as true all factual allegations set forth in a complaint and draw all reasonable inferences in favor of the plaintiff. See Swierkiewicz v. Sorema N.A.,
On a motion to dismiss pursuant to Rule 12(b)(6), “a district court may consider ... documents attached to the complaint as exhibits! ] and documents incorporated by reference in the complaint.” DiFolco v. MSNBC Cable L.L.C.,
The Complaint relies heavily on the Plan Terms, the Claim Denial Letters and the Appeal Denial Letters, and neither party disputes the accuracy or authenticity of those documents. Accordingly, the Court will consider them in addition to the allegations set forth in the Complaint.
B. Plaintiffs’ ERISA § 502(a)(1)(B) Claim
1. Legal Framework and Standard of Review
Plaintiffs’ primary contention is that they were wrongfully denied benefits under the Severance Plan in violation of ERISA § 502(a)(1)(B), which provides a cause of action for participants in an ERISA-governed benefits plan “to recover benefits due to him under the terms of his plan.” 29 U.S.C. § 1132(a)(1)(B). “Although generally an administrator’s decision to deny benefits is reviewed de novo, where, as here, written plan documents confer upon a plan administrator the discretionary authority to determine eligibility, [the Court] will not disturb the administrator’s ultimate conclusion unless it is arbitrary and capricious.” Hobson v. Metro. Life Ins. Co.,
Under the arbitrary and capricious standard of review, “a court may overturn a plan administrator’s decision to deny benefits only if the decision was without reason, unsupported by substantial evidence or erroneous as a matter of- law.” Durakovic v. Bldg. Serv. 32 BJ Pension Fund,
Plaintiffs’ argument that the Administrator was acting under a conflict of interest is an additional wrinkle. “[A]n ERISA-fund administrator that ‘both evaluates claims for benefits and pays benefits claims’ is conflicted, and ... a district court, when reviewing the conflicted administrator’s decisions, should weigh the conflict as a factor in its analysis.” Durakovic,
2. Defendants’ Motion to Dismiss
As an initial matter, the case law does not bear out Plaintiffs’ contention that resolution of their claims on a motion to dismiss would not be appropriate. (See Pis.’ Opp’n 6-10.) Although much of the authority in this area was developed at the summary judgment stage, dismissal under Fed. R. Civ. P. 12(b)(6) is nevertheless appropriate where the complaint fails to state a plausible claim for relief. E.g., Andrews,
The gravamen of Plaintiffs’ ERISA § 502(a)(1)(B) claim is fairly straightforward. Plaintiffs argue that they were terminated due to a change in leadership at GenSpring, and a termination on that basis falls within the definition of a Qualifying Termination insofar as they were terminated “because of a consolidation, merger, or reorganization or other business related changes.” (Pis.’ Opp’n 16.) Noting that the terms preceding “other business related changes” all refer to changes involving third parties, Defendants rely on the ejus-dem generis canon of construction and argue that, as a general term following more specific terms, it is reasonable as a matter of contract interpretation to restrict the phrase “other business related changes” to other changes involving third parties. (Defs.’ Mem. 11-13); see United States v. Amato,
Plaintiffs insist that Defendants’ interpretation is far too narrow and must take into account the full definition of a Qualifying Termination, including the list of ten specific exclusions that follow. (Pis.’ Opp’n 16.) Plaintiffs also argue that Defendants’ interpretation of the terms consolidation, merger and reorganization to refer to third-party transactions relies erroneously on “the meaning given to those terms only in a specialized legal sub-field” rather than the ordinary meaning an average person might ascribe to them. (Id. at 19.) Finally, Plaintiffs argue that ejusdem generis is inapplicable here because it would render the phrase “other business related changes” duplicative and therefore superfluous. (Id. at 19-20.)
Plaintiffs’ arguments are not persuasive. It is not at all clear why the other clauses in the definition of a Qualifying Termination—“a reduction in force (RIF) or job elimination ... or a job evaluation that results in changes to the Participant’s existing position such that the existing position and the new positions are not Comparable Jobs”—would render Defendants’ interpretation of the phrase “other business related ■ changes” too narrow, ■ and Plaintiffs do not explain their position. Plaintiffs’ arguments as to ejusdem gener-is fare no better. Plaintiffs object to reading the terms consolidation, merger and reorganization with a business or corporate connotation, yet they provide no alternative, “ordinary” meaning for - the Court’s consideration. And Plaintiffs’ assertion that ejusdem generis is inapplicable here lacks merit because it would ostensibly apply to any circumstance in which the canon might be used in contract interpretation. In other words, Plaintiffs’ argument would read ejusdem generis out of existence.
Defendants’ interpretation of the Plan Terms is, at a minimum, reasonable. Plaintiffs’ Complaint does ,not allege adequately that Defendants acted “without reason ... or erroneously] as a matter of law.” Durakovic,
C. Plaintiffs’ ERISA § 510 Claim
Plaintiffs also claim that Defendant SunTrust “falsely characterized the termination of Plaintiffs’ employment as due to poor job performance, for the purpose of interfering with and preventing Plaintiffs from obtaining severance benefits to which they were entitled” in violation ,of ERISA § 510. (Compl. ¶ 143.) ERISA § 510 provides:
It shall be unlawful for any person to discharge, fine, suspend, expel, discipline, or discriminate against a participant or beneficiary ... for the purpose of interfering with the attainment of any right to which such participant may become entitled under the plan.
29 U.S.C. § 1140. “Section 510 protects against (1) the disruption of employment privileges to prevent the vesting or enjoyment of benefit rights; (2) the disruption of employment privileges to punish the exercise of benefit rights; and (3) the disruption of employment privileges to prevent or punish the giving of testimony in any proceeding relating to ERISA or a sister act.” Sandberg v. KPMG Peat Marwick, L.L.P.,
“A Section 510 claim is made enforceable through Section 502(a)(3) and (e) of ERISA ...” Rebaudo v. AT & T,
In order to state a claim, Plaintiffs must allege that SunTrust terminated their employment in order to interfere with their attainment of benefits governed by ERISA. E.g., Dister v. Cont’l Grp., Inc.,
Plaintiffs argue that they should be permitted to plead a § 510 claim for equitable relief in the alternative to their § 502(a)(1)(B) claim, but their arguments are misplaced. First, as noted above, Plaintiffs fail to state a claim under § 510. However, even if the Court were to find their allegations sufficient, their claim must fail. Plaintiffs rely on Cigna Corp. v. Amara,
Here, by contrast, Plaintiffs are seeking the same remedy—payment of their severance benefits—-via two alternative means. (See Compl. ¶ 144) (seeking “equitable relief;” “restitution .;. for loss of their severance benefits;” “prevention of unjust enrichment ... for keeping monies owed to Plaintiffs;” and “disgorgement of monies which should have been paid to Plaintiffs”). Plaintiffs’ approach is clearly foreclosed by the case law. See, e.g., Pelosi v. Schwab Capital Markets, L.P.,
For the reasons set forth above, Plaintiffs’ § 510 claim is DISMISSED.
D. Leave to Amend
A court “should freely give leave” to replead “when justice so requires.” Fed. R. Civ. P. 15(a)(2). But “it is within the sound discretion of the district court to grant or deny leave to amend. A district court has discretion to deny leave for good reason, including futility, bad faith, undue delay, or undue prejudice to the opposing party.” McCarthy v. Dun & Bradstreet Corp,,
III. CONCLUSION
For the reasons set forth above, Defendants’ Motion to Dismiss is GRANTED.
SO ORDERED.
Notes
. “Courts have found that a conflict affected the benefits decisions where there was a 'history of biased claims administration'; where the administrator engaged in ‘deceptive or unreasonable conduct’; where the administrator took inconsistent positions that were both financially advantageous; where the administrator relied on a single report, which aligned with its financial interests, ‘to the detriment of a more detailed contrary report without further investigation'; and where the administrator ‘summarily dismissed' a claimaint’s report, which was 'vastly more detailed and particularized than the report on which the [administrator] relied.’ ” Andrews v. Realogy Corp. Severance Pay Plan for Officers, No.
. . Specifically, Plaintiffs argue that they are “entitled to” discovery regarding Defendants’ alleged conflict of interest and Defendants’ prior interpretations of the meaning of the Plan Terms. (Pis.’ Opp’n 10-14.) Plaintiffs rely largely on cases in the discovery phase, which are inapposite here.