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May 18, 1995


Peter K. Leisure, U.S.D.J.

The opinion of the court was delivered by: PETER K. LEISURE

LEISURE, District Judge:

 This is an action brought by Barrington J. Fludgate ("Fludgate") against Management Technologies, Inc. ("MTI"), Winter Partners, Inc. ("WP") and Keith Williams ("Williams"), seeking recovery for claims under the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. §§ 1001 et seq., claims under New York labor law, and claims for wrongful interference with Fludgate's employment agreement with MTI (the "Employment Agreement"). Defendants move for an order dismissing the complaint for lack of subject matter jurisdiction and for summary judgment as to the claims against Williams and WP for wrongful interference. Plaintiff, in turn, moves to amend his complaint and for an extension of the time within which to serve Williams. For the reasons stated below, defendants' motion is granted, and plaintiff's motion is granted.


 Fludgate was the founder and principal shareholder of MTI, a publicly owned company, and he acted as its chairman and chief executive officer until 1994. See Defendants' Memorandum of Law in Support of their Motion to Dismiss ("Defendant Mem.") at 1. In April 1992, Fludgate drafted the Employment Agreement, which now serves as the basis for his ERISA claims. Id. at 2. Also in 1992, MTI purchased four operating companies from Winter Partners Holding A.G. ("Winter Holding"). *fn1" Id. Williams was the general manager of Winter Holding, and upon the acquisition of the Winter Holding subsidiary companies by MTI, became the chief operating officer of MTI. Id.

 Fludgate alleges that Williams told the board of directors of MTI that Winter Holding would not proceed with the sale if plaintiff remained as chief executive officer of MTI. Defendants maintain that plaintiff voluntarily resigned from MTI as its chairman and chief executive officer. Plaintiff contends that his resignation was involuntary. *fn2" Fludgate retained his position as a director of MTI for three months after his resignation as chief operating officer, but on September 15, 1994, plaintiff resigned from the Board of MTI as well. Soon thereafter, plaintiff commenced the instant action.


 A. Standard for Motion to Dismiss

 In reviewing a motion to dismiss, a court must assume the facts alleged by the plaintiff to be true and must liberally construe them in the light most favorable to the Plaintiff. Easton v. Sundram, 947 F.2d 1011, 1014 (2d Cir. 1991), cert. denied, 504 U.S. 911, 112 S. Ct. 1943, 118 L. Ed. 2d 548 (1992) . Therefore, the court should not dismiss the complaint "'unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.'" Ricciuti v. N.Y.C. Transit Authority, 941 F.2d 119, 123 (2d Cir. 1991) (quoting Conley v. Gibson, 355 U.S. 41, 45-46, 2 L. Ed. 2d 80, 78 S. Ct. 99 (1957)). For example, "the court's task on a Rule 12(b)(6) motion is not to rule on the merits of plaintiffs' claims, but to decide whether, presuming all factual allegations of the complaint to be true, and drawing all reasonable inferences in the plaintiff's favor, the plaintiff could prove any set of facts which would entitle him to relief." Weiss v. Wittcoff, 966 F.2d 109, 112 (2d Cir. 1992) (citations omitted).

 B. ERISA Claims

 Defendants move to dismiss the instant action for lack of subject matter jurisdiction, alleging that ERISA is not implicated. *fn3" "ERISA was passed by Congress in 1974 to safeguard employees from the abuse and mismanagement of funds that had been accumulated to finance various types of employee benefits." James v. Fleet/Norstar Financial Group, Inc., 992 F.2d 463, 465 (2d Cir. 1993) (citations omitted). "To that end, it established extensive reporting, disclosure, and fiduciary duty requirements to insure against the possibility that the employee's expectation of the benefit would be defeated through poor management by the plan administrator." Id.4

 ERISA governs employee benefit plans, which encompasses employee welfare benefit plans and employee pension benefit Plans. See 29 U.S.C. § 1002(3); Fleet, 992 F.2d at 465. An employee welfare benefit plan is defined as

any plan, fund, or program which was heretofore or is hereafter established or maintained by an employer or by an employee organization, or by both, to the extent that such Plan, fund, or program was established or is maintained for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, (A) medical, surgical, or hospital care or benefits, or benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs, or day care centers, scholarship funds, or prepaid legal services, or (B) any benefit described in . . . [ § 186(c)] [which includes severance or similar benefits"] (other than pensions on retirement or death, and insurance to provide such pensions).

 29 U.S.C. § 1002(1). *fn5" Consequently, to establish federal jurisdiction under ERISA, Fludgate must allege facts that show the establishment of a "plan, fund, or program" of the type covered by ERISA. ...

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