The opinion of the court was delivered by: GERARD E. LYNCH, District Judge
Sue Downes brought this action under the Employee Retirement Income
Security Act of 1974 ("ERISA"), 29 U.S.C. § 1001 et seq., the Equal Pay
Act, 29 U.S.C. § 206(d)(1), and New York State law to recover certain
employee benefits. Downes alleges that defendant J.P. Morgan Chase &
Co.*fn1 wrongfully classified her as an independent contractor rather
than as an employee and on that basis denied her, among other benefits,
health care, bonuses, vacation, and severance pay. She also alleges that
J.P. Morgan discriminated against her by paying similarly-situated male
employees more than she received. J.P. Morgan moves to dismiss, arguing
that Downes's complaint is largely time-barred and, as to most counts, fails to
state a claim on the merits. For the reasons that follow, the motion will
be granted in part and denied in part.
The following facts, drawn from the complaint, must be accepted as true
for purposes of this motion to dismiss. See Bolt Elec., Inc. v. City
of New York, 53 F.3d 465, 469 (2d Cir. 1995). J.P. Morgan maintains
and administers various benefits plans for its employees, which entitle
them to health care, vacation, paid sick and holiday leave, severance,
and a pension plan. (Compl. ¶ 10.) In June 1993, Downes began to
perform work for Chase Manhattan Banking Corporation, J.P. Morgan's
predecessor.*fn2 (Id. ¶ 14.)
In February 2003, Downes and J.P. Morgan entered into a one-year
employment contract. In May 2003, Downes stopped working for J.P. Morgan
because, she alleges, it discharged her. (Id. ¶ 15.) At no time did
J.P. Morgan or its predecessor provide her employee benefits of any
kind. (Id. ¶¶ 10, 21, 35, 48.) Nor, after she ceased to perform work for
J.P. Morgan, did it provide her severance pay or continuing healthcare
coverage. (Id. ¶¶ 27, 41.)
Downes alleges that J.P. Morgan deliberately "misclassif[ied] her as a
consultant and/or independent contractor with the specific intent to deny
her benefits." (Id. ¶ 38.) She also alleges that J.P. Morgan paid
similarly-situated male employees, "who had jobs that required equal
skill, effort and responsibility and were performed under similar working
conditions," higher wages than she received. (Id. ¶ 57.) DISCUSSION
I. Standard on a Motion to Dismiss
On a motion to dismiss pursuant to Fed.R.Civ.P. 12(b)(6), the Court
must accept as true all well-pleaded factual allegations in the complaint
and view them in the light most favorable to the plaintiff, drawing all
reasonable inferences in her favor. Leeds v. Meltz, 85 F.3d 51, 53 (2d
Cir. 1996). The Court will not dismiss a complaint for failure to state a
claim "unless it appears beyond doubt that the plaintiff can prove no set
of facts in support of h[er] claim that would entitle h[er] to relief."
Conley v. Gibson, 355 U.S. 41, 45-46 (1957).
The gravamen of the complaint is that J.P. Morgan misclassified Downes
with the intent to deny her various benefits enjoyed by J.P. Morgan
employees under ERISA-governed plans that it maintains and administers.
Downes brings her first three claims under ERISA §§ 404, 502(a)(1)(B),
and 510, codified, respectively, at 29 U.S.C §§ 1104, 1132(a)(1)(B),
and 1140. J.P. Morgan argues that the statute of limitations bars all of
these claims, and that each in any event fails on the merits.
As a threshold issue, the Court notes that while Downes brings her
first two claims under distinct statutory sections, each seeks
substantially the same relief: damages for benefits that Downes alleges
J.P. Morgan wrongfully withheld from her. J.P. Morgan correctly argues
that insofar as Downes purports to bring her first claim pursuant to
ERISA § 409, 29 U.S.C. § 1109 (Compl. ¶ 32), she fails to state a
claim. ERISA § 409 makes fiduciaries liable for breaches of the standard of care set forth in § 404.*fn3 But it makes them liable to
the plan, not to individuals. Section 409(a) provides in relevant part
that a fiduciary "shall be personally liable to make good to [an ERISA]
plan any losses to the plan resulting from [his or her] breach, and to
restore to such plan any [wrongful] profits of such fiduciary."
29 U.S.C. § 1109(a). ERISA § 409 therefore does not provide a private
right of action for individual damages; suits under § 409 must seek
recovery on behalf of the plan as a whole. See Mass. Mut. Life Ins. Co.
v. Russell, 473 U.S. 134, 140 (1985); Rudolph v. Joint Indus. Bd. of the
Elec. Indus., 137 F. Supp.2d 291, 297 (S.D.N.Y. 2001). To the extent that
Downes purports to bring her first claim for breach of fiduciary duty
"[p]ursuant to ERISA § 409" (Compl. ¶ 32), she therefore fails to state
a cognizable claim.
But Downes may, and does in her second claim (Compl. ¶¶ 33-36), seek
essentially the same relief under ERISA § 502(a)(1)(B),
29 U.S.C. § 1132(a)(1)(B), which gives participants in or beneficiaries
of plans a right of action "to recover benefits due to [them] under the
terms of the plan[s], or to clarify [their] rights to future benefits."
Id.; see Rudolph, 137 F. Supp.2d at 297. Furthermore, while the complaint
does not cite ERISA § 502(a)(3), 29 U.S.C. § 1132(a)(3), Downes argues
in her brief that she also can bring a cause of action for breach of
fiduciary duty under that subsection, which provides a right of action to
a "participant, beneficiary or fiduciary" seeking to enjoin violations of
an ERISA plan or "(B) to obtain other appropriate equitable relief (i) to
redress such violations or (ii) to enforce any provisions of this title
or the terms of the plan." Id. (P. Br. 4-5.) While Devlin v. Empire Blue Cross and Blue
Shield, 274 F.3d 76, 89 (2d Cir. 2001), cited by Downes, arguably
supports that argument, it is questionable (1) whether Downes seeks
"other appropriate equitable relief within the meaning of § 502(a)(3),
see Bona v. Barasch, No. 01 Civ. 2289, 2003 WL 1395932, at *10-*12
(S.D.N.Y. Mar. 20, 2003), and (2) whether an action pursuant to §
502(a)(3) can seek "appropriate equitable relief where, as here, another
ERISA provision (here, § 502(a)(1)(B)) offers the plaintiff adequate
relief. See Varity Corp. v. Howe, 516 U.S. 489, 515 (1996) ("[W]e should
expect that where Congress elsewhere provided adequate relief for a
beneficiary's injury, there will likely be no need for further equitable
relief, in which case such relief normally would not be
`appropriate.'"); Mead v. Arthur Andersen, LLP, 309 F. Supp.2d 596, 598
(S.D.N.Y. 2004) (distinguishing Devlin on this ground).
The Court need not delve further into these issues, however, because
the applicable statutes of limitations bar Downes's benefits claims
whether she brings them pursuant to § 502(a)(3), that is, under the
rubric of a breach of fiduciary duty, or pursuant to § 502(a)(1)(B),
which explicitly authorizes actions to recover allegedly due ERISA
benefits. First, insofar as Downes properly alleges an ERISA § 502(a)(3)
claim, ERISA § 413, 29 U.S.C. § 1113, sets forth the applicable statute
of limitations. Caputo v. Pfizer, Inc., 267 F.3d 181, 188 (2d Cir.
2001). ERISA § 413 provides:
No action may be commenced under this subchapter with
respect to a fiduciary's breach of any
responsibility, duty, or obligation under this part,
or with respect to a violation of this part, after the
(1) six years after (A) the date of the last action
which constituted a part of the breach or violation,
or (B) in the case of an omission the latest date on
which the fiduciary could have cured the breach or violation, or (2) three years after the earliest date
on which the plaintiff had actual knowledge of the
breach or violation[.]
29 U.S.C. § 1113 (emphasis added.) A plaintiff has "actual knowledge,"
and hence the claim accrues, "when [s]he has knowledge of all material
facts necessary to understand that an ERISA fiduciary has breached his or
her duty or otherwise violated the Act." Caputo, 267 F.3d at 193.
Second, insofar as Downes brings her benefits claims pursuant to ERISA §
502(a)(1)(B), 29 U.S.C. § 1132(a)(1)(B), the statute of limitations is
six years, corresponding to "the controlling limitations period . . .
specified in the most nearly analogous state limitations statute." Miles
v. N.Y.S. Teamsters Conference Pension and Ret. Fund, 698 F.2d 593
(2d Cir. 1983). A claim under ...