United States District Court, N.D. Ohio, Eastern Division
THE RETIREES OF THE GOODYEAR TIRE & RUBBER CO. EMPLOYEE HEALTHCARE TRUST COMMITTEE, PLAINTIFF,
PAMELA STEELY, et al., DEFENDANTS.
HONORABLE SARA LIOI UNITED STATES DISTRICT JUDGE.
the Court is defendants' joint motion to dismiss pursuant
to Fed.R.Civ.P. 12(b)(1) and 12(b)(6) (Doc. No. 6
[“Mot.”]). Plaintiff has filed a response in
opposition (Doc. No. 9 [“Opp'n”]) and
defendants filed a reply (Doc. No. 10 [“Reply”]).
For the reasons set forth herein, the motion to dismiss is
August 21, 2019, plaintiff The Retirees of the Goodyear Tire
& Rubber Company Employee Healthcare Trust Committee
(“plaintiff” or the “Trust
Committee”) filed a three-count complaint (Doc. No. 1
[“Compl.”]) against defendants Pamela Steely
(“Steely”) and Eshelman Legal Group, Ltd.
(“Eshelman Legal”) (collectively,
“defendants”). The complaint seeks “to
enforce the terms and preserve the assets of an employee
welfare benefit plan under the terms of the Employee
Retirement Income Security Act of 1974 (‘ERISA'),
29 U.S.C. § 1000-1461.” (Compl. ¶ 1.)
Trust Committee was “established by a Settlement
Agreement dated October 29, 2007 which settled a lawsuit
titled Redington, et al. v. The Goodyear Tire &
Rubber Company, 07-cv-01999, United States District
Court for the Northern District of Ohio.” (Id.
¶ 2.; see Doc. No. 9-1 (the “Settlement
Agreement”).) “The Settlement Agreement calls for
the establishment of The Retirees of the Goodyear Tire &
Rubber Company Health Care Trust . . . to fund health care
benefits for eligible retirees of the Goodyear Tire &
Rubber Company.” (Id.; see Doc. No.
9-2 (the “Goodyear Trust”).) The Trust Committee
“was established pursuant to the Settlement Agreement
to serve as fiduciary of the Goodyear Trust.”
Trust Committee alleges that it is “an employees'
beneficiary association” under ERISA. (Id.
¶ 3 (citing 29 U.S.C. § 1002(4)).) Pursuant to the
Settlement Agreement, the Trust Committee was authorized to
establish The Retirees of Goodyear Tire & Rubber Company
Health Care Plan. (Id. ¶ 4; see Doc.
No. 9-3 (the “Goodyear Plan”).) It further
alleges that it is “authorized to bring this action on
behalf of all the Goodyear Plan participants and
beneficiaries to enforce the terms of the Goodyear Plan and
to protect the assets of the Goodyear Plan under 29 U.S.C.
§ 1132(a)(3) and federal common law.”
(Id. ¶ 5.)
particular dispute underlying the complaint relates to
reimbursement of medical benefits in the amount of $434,
688.45 paid by the Goodyear Plan on behalf of Steely, who
sustained personal injuries in an accident with a golf cart.
(Id. ¶¶ 11-12.) “The Goodyear Plan
contains an express provision which provides for the
Plan's right to be reimbursed from settlement proceeds
recovered by a Plan participant in settlement of a bodily
injury claim from any source.” (Id. ¶
13.) “The Plan further provides: ‘By accepting
[any] benefits advanced by the Plan . . . the Injured
Participant acknowledges that any proceeds held by another
person, held by the Injured Participant or by another, are
being held for the benefit of the Plan. . . .'”
(Id. (quoting Doc. No. 1-2 at 12).) Steely allegedly
settled her personal injury claim for $439, 500.00 in April,
2019. (Id. ¶ 15.) The Trust Committee alleges
that “a portion of the settlement funds was distributed
directly to [Steely] in violation of the Plan's
lien.” (Id. ¶ 19.) It further alleges
that defendant Eshelman Legal “is holding $145, 000 of
the settlement proceeds in its client trust account[,
]” and “has paid itself a portion of the
settlement funds as a legal fee in violation of the
Plan's lien.” (Id. ¶¶ 20-21.)
“Defendants refuse to reimburse the Goodyear Plan from
the proceeds of the aforementioned settlement which are held
in their possession.” (Id. ¶ 22.)
argue that this Court lacks subject matter jurisdiction
because the Goodyear Plan is not a qualifying ERISA plan,
having not been established or maintained by either an
employer or an employee association. (Mot. at 36 (citing 29
U.S.C. § 1003).)
Sixth Circuit recognizes two kinds of motion to dismiss for
lack of subject matter pursuant to Rule 12(b)(1): a facial
attack and a factual attack. United States v.
Ritchie, 15 F.3d 592, 598 (6th Cir. 1994). A facial
attack questions the sufficiency of the pleading.
Id. In deciding a facial motion to dismiss,
“the court must take the material allegations of the
petition as true and construed in the light most favorable to
the nonmoving party.” Id. A factual attack, on
the other hand, is an attack on the factual existence of
subject matter jurisdiction. Id. In deciding a
factual motion to dismiss, “no presumptive truthfulness
applies to the factual allegations, and the court is free to
weigh the evidence and satisfy itself as to the existence of
its power to hear the case.” Id. (internal
citation omitted). On this type of challenge, the Court has
broad discretion to consider extrinsic evidence, including
affidavits and documents, and can conduct a limited
evidentiary hearing if necessary. See DLX, Inc. v.
Kentucky, 381 F.3d 511, 516 (6th Cir. 2004); Ohio
Nat'l Life Ins. Co. v. United States, 922 F.2d 320,
325 (6th Cir. 1990). In either case, however, “the
plaintiff has the burden of proving jurisdiction in order to
survive the motion.” Rogers v. Stratton Indus.,
Inc., 798 F.2d 913, 915 (6th Cir. 1986) (emphasis
present a factual attack, arguing that there is no federal
question jurisdictionbecause there is no proper ERISA claim.
Defendants assert that the Goodyear Plan, which the Trust
Committee seeks to enforce herein, can only be an
“employee benefit plan” under ERISA if it was
established or maintained by an “employer” or by
an “employee organization . . . representing
employees.” (Mot. at 36 (citing 29 U.S.C. §
1003).) Defendants challenge the Trust Committee's
allegation (see Compl. ¶ 3) that it qualifies
as an “employee organization” under 29 U.S.C.
§ 1002(4), which defines “employee
organization” as including “any employees'
beneficiary association organized for the purpose in whole or
in part, of establishing [an employee benefit] plan.”
ERISA does not separately define “employees'
beneficiary association, ” the United States Department
of Labor (“DOL”) has consistently applied ...