The opinion of the court was delivered by: GEORGE DANIELS, District Judge
MEMORANDUM OPINION & ORDER
Retired employees and their beneficiaries bring suit against
their union under the Employee Retirement Income Security Act of
1974 ("ERISA") asserting claims for wrongful reduction of life
insurance benefits, breach of fiduciary duty and failure to
provide information summaries. Defendants moved to dismiss
pursuant to Fed.R.Civ.P. 12(b)(6). For the reasons stated
below, defendants' motion is granted in part and denied in part.
Plaintiffs are the retirees or beneficiaries of retirees of the
International Ladies' Garment Workers' Union ("ILGWU") and its
alleged successor-in-interest, the Union of Needletrades,
Industrial & Textile Employees ("UNITE") (collectively, the
"Union").*fn1 Plaintiffs bring suit challenging UNITE's
decision to reduce plaintiffs' individual life insurance benefit
to $50,000.00 and its subsequent decision to further reduce the
benefit to $5,000.*fn2 Plaintiffs allege that these
reductions are in violation of the statutory provisions of
Defendant ILGWU began providing life insurance to its current
employees in 1938.*fn4
The ILGWU recruited and retained
employees "by offering them a competitive employment package, in
particular one which emphasized retirement security." Complaint
at 22, ¶ 122. Plaintiffs claim that although the ILGWU offered
low salaries, it compensated its employees through its life
insurance benefits. Although neither the ILGWU nor UNITE adopted
a separate formal plan instrument establishing the life insurance
plan, plaintiffs allege that the benefit was informally created
and established through letters, insurance contracts and booklets
sent to employees. The 1958 Summary Plan Description ("SPD"),
[w]hile this is not part of the ILGWU Staff
Retirement Fund Plan, the ILGWU has agreed to the
After a member is retired, there shall be continued
for his benefit the employees' group life insurance
policy which is in effect on his retirement date.
Complaint at 23, ¶ 123. Plaintiffs also rely on language in
letters sent by the Union to retirees that allegedly promised
continuous and unreduced life insurance. Plaintiffs claim that
through these documents, the ILGWU established a welfare benefit
plan enforceable under ERISA.
Plaintiffs refer to this offered plan as the ILGWU Retiree Life
Insurance Plan and subsequently, the UNITE Retiree Life Insurance
Plan (collectively, "Retiree Life Insurance Plan"). Plaintiffs
claim that it provided to retirees and beneficiaries, after 15
years of service, "a vested right to receive unreduced retiree life insurance
coverage, in the amount that he or she had at the time of
retirement, at no additional cost to him or her, commencing when
the retiree started receiving retirement benefits following the
employee's employment" with the ILGWU. Complaint at 23, ¶ 125.
Plaintiffs additionally argue that life insurance benefits for
a subclass of plaintiffs were offered in 1996, when the Union, in
a letter dated May 16, 1998 from its President, presented these
plaintiffs with a choice between: (A) better dental benefits and
life insurance during active employment and no life insurance
benefit after retirement; or (B) lower dental benefits and life
insurance coverage that continued into retirement, provided that
the employee completed 15 or more years of employment.*fn5
Each plaintiff given the choice selected Option B. Plaintiffs
claim, therefore, that they were promised unreduced life
insurance benefits that would vest once they completed 15 or more
years of employment.
Defendants contend that despite these documents, the life
insurance benefits for all plaintiffs were governed by the
summary plan descriptions ("SPDs") distributed by the ILGWU in
1990 and again in 1994. These SPDs purportedly established the
formal guidelines governing the life insurance benefits offered
by the Union. Plaintiffs assert, however, that the language in
the SPDs support their contention that the SPDs extended to
current employees the same life insurance benefits that were
available to retirees prior to the SPDs' creation.
Defendants argue that the 1990 and 1994 SPDs contained
reservation of rights clauses that preserved their right to
reduce or terminate plaintiffs' life insurance benefits.
Plaintiffs assert, however, that these SPDs were not distributed
to retirees at all and were not "systematically distributed" to current staff. Furthermore,
plaintiffs contend that the reservation of rights clause in the
1994 SPD applied only to "staff benefits" and not retiree
Plaintiffs submitted a claim contesting the first reduction.
Defendants denied that claim. Plaintiffs appealed that denial.
Defendants also denied the appeal. Plaintiffs filed suit
asserting: declaratory relief pursuant to 28 U.S.C. § 2201 and
ERISA § 502(a)(3) against all defendants; recovery of benefits
pursuant to ERISA § 502(a)(1)(B) against defendants Retiree Life
Insurance Plan and Life/Dental Plan B; breach of fiduciary duty
pursuant to ERISA §§ 404, 405, and 502(A)(3) against defendants
Raynor, Romney, Clark, Jr., Lee, UNITE, Staff Health Benefits
Plan and UNITE Health Benefits Committee; equitable estoppel
against all defendants; failure to provide SPDs under ERISA § 104
and failure to provide notice of elimination of benefits under
ERISA § 204(h) against all defendants; and breach of fiduciary
duty pursuant to ERISA §§ 404, 405 and 502(a)(3) against
defendants Raynor, Romney, Clark, Jr., Lee, UNITE, Staff Health
Benefits Plan, and UNITE Health Benefits Committee.
Defendants moved to dismiss. Defendants argue that plaintiffs
cannot point to language in any document in support of
plaintiffs' allegation that they were promised unreduced life
insurance benefits. Moreover, defendants contend that the
reservation of rights clauses in the 1990 and 1994 SPDs, whereby
defendants maintained their right to modify or alter plaintiffs'
life insurance benefit, support a finding that vested unreduced
life insurance benefits were never promised. Defendants contend
that even if plaintiffs could point to language that could be
interpreted as promising unreduced lifetime life insurance
benefits, defendant UNITE did not assume this responsibility upon
its merger with the ILGWU. Defendants further maintain that
plaintiffs' second and third causes of action for recovery of
benefits and breach of fiduciary duty are barred under the
relevant statute of limitations. Defendants also move to dismiss
plaintiffs' fifth and sixth causes of action for failure to
distribute the SPDs and breach of fiduciary duties for failure to state a claim.
Federal Rule of Civil Procedure 12(b)(6) allows a party to move
to dismiss a complaint where the complaint "fail[s] . . . to
state a claim upon which relief can be granted[.]" FED. R. CIV.
P. 12(b)(6). In reviewing a motion to dismiss, this Court accepts
the allegations in the complaint as true and draws all reasonable
inferences in favor of the non-moving party. See Patel v.
Searles, 305 F.3d 130, 134-35 (2d Cir. 2002). A motion to
dismiss will only be granted if the plaintiff can prove no set of
facts in support of its claim that would entitle it to relief.
See Citibank, N.A. v. K-H Corp., 968 F.2d 1489, 1494 (2d Cir.
1992). In considering a motion to dismiss under Fed.R.Civ.P.
12(b)(6), a district court must limit itself to facts stated in
the complaint, or in documents attached to the complaint as
exhibits or incorporated in the complaint by reference. See
Kramer v. Time Warner, Inc., 937 F.2d 767, 773 (2d Cir. 1991);
see also Pani v. Empire Blue Cross Blue Shield,
152 F.3d 67, 71 (2d Cir. 1998) (in evaluating motions to dismiss, a court
must limit its review to the allegations contained within the
four corner's of the complaint).
A. Contractual Vesting Claim for Retirees
There are two types of employee benefit plans covered by ERISA:
pension plans and welfare plans. See 29 U.S.C. §§ 1002(1) &
(2)(A). The vesting of these plans under ERISA is different
depending on the type of plan at issue. Pension plans are subject
to statutory vesting requirements that regulate minimum standards
for accrual of benefits and provide for scheduled vesting. See
29 U.S.C. §§ 1053-1054. Welfare benefit plans, however, are
specifically exempted from the automatic vesting requirement.
See 29 U.S.C. 1051(1). An employer, therefore, can amend or
terminate welfare benefit plans at any time. See American
Fed'n of Grain Millers, AFFL-CIO v. Int'l Multifoods Corp.,
116 F.3d 976, 979 (2d Cir. 1997) (citations omitted). A life insurance benefit plan, like the one at issue,
is classified as a welfare plan under ERISA and is not subject to
the automatic vesting requirement. See 29 U.S.C. § 1002(1).
Despite being exempt from automatic vesting, "if any employer
promises vested benefits, that promise will be enforced." Id.
at 980. In order to state a contractual vesting claim, plaintiffs
must "point ...