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Retirees of the Goodyear Tire & Rubber Co. Employee Healthcare Trust Committee v. Steely

United States District Court, N.D. Ohio, Eastern Division

December 31, 2019

THE RETIREES OF THE GOODYEAR TIRE & RUBBER CO. EMPLOYEE HEALTHCARE TRUST COMMITTEE, PLAINTIFF,
v.
PAMELA STEELY, et al., DEFENDANTS.

          MEMORANDUM OPINION

          HONORABLE SARA LIOI UNITED STATES DISTRICT JUDGE.

         Before the Court is defendants' joint motion to dismiss pursuant to Fed.R.Civ.P. 12(b)(1) and 12(b)(6)[1] (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 granted.

         I. BACKGROUND

         On 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.)

         The 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”).)[2] “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.” (Id.)

         The Trust Committee alleges that it is “an employees' beneficiary association” under ERISA. (Id. ¶ 3 (citing 29 U.S.C. § 1002(4)).)[3] 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”).[4]) 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.)

         The 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.)

         Defendants 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).)

         II. DISCUSSION

         A. Legal Standard

         The 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 omitted).

         B. Analysis

         Defendants present a factual attack, arguing that there is no federal question jurisdiction[5]because 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.”

         Although ERISA does not separately define “employees' beneficiary association, ” the United States Department of Labor (“DOL”) has consistently applied ...


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