The opinion of the court was delivered by: Michael A. Telesca United States District Judge
Defendants, Kodak Retirement Income Plan (the "Plan"), the Kodak Retirement Income Plan Committee (the "KRIPCO") and Trustees of the Kodak Retirement Income Plan (the "Trustees") (collectively "defendants"), have moved to dismiss Count III of plaintiff, Peggy Hall's ("plaintiff" and/or "Hall") Amended Complaint against the defendants, pursuant to Federal Rules of Civil Procedure 12(b)(6) for failure to state a claim upon which relief can be granted. For the reasons set forth below, the motion is granted because no cause of action for breach of fiduciary duty has been stated and dismissal is granted as to that claim.*fn1
In considering a motion to dismiss, the Court accepts as true the factual allegations in the Complaint. See Dwyer v. Regan, 777 F.2d 825, 828-29 (2d Cir. 1985). The allegations are as follows.
Plaintiff, Peggy Hall is the widow of William Hall, a former employee of Eastman Kodak Company ("Kodak"). Mr. Hall retired from Kodak in 1992, at which time he was married to another woman. He then began receiving a monthly annuity from the Plan.*fn2 At the time that William Hall retired in 1992, his then-wife waived her right to a survivor benefit. As a result, William Hall received his benefit as a "single life annuity," which provided that an annuity that would continue for his life only, with no entitlement to survivor benefits by his surviving spouse or other beneficiary. William Hall divorced his then-wife and married plaintiff in 1994. Following William Hall's death on February 20, 2006, plaintiff applied for survivor benefits under the Plan, claiming she was the beneficiary of her late husband and accordingly entitled to a survivor annuity. On June 9, 2006, the Plan administrator, KRIPCO, denied Hall's application. Plaintiff appealed the denial through the Plan's administrative appeals process, which was denied on December 29, 2006.
On March 29, 2007, plaintiff commenced this action in the United States District Court for the Western District of New York against the Plan, KRIPCO, as the Plan administrator, and the Plan's Trustees, alleging three separate claims. Counts I and II, brought under ERISA § 502(a)(1)(B), 29 U.S.C. § 1132(a)(1)(B), claim that plaintiff's request for Plan benefits was "improperly denied" and that she is entitled to a survivor benefit under the Plan's terms. Plaintiff seeks an award of the wrongfully denied benefits as relief for Count I of the Amended Complaint and a declaratory judgment concerning her right under the Plan as relief for Count II. Defendants claim that the legal sufficiency of Counts I and II is not challenged in this motion to dismiss.
Count III of plaintiff's Amended Complaint asserts that defendants breached their fiduciary duties under ERISA to both plaintiff and her decedent. In particular, plaintiff claims that defendants failed to "provide William D. Hall with an opportunity to elect Contingent Annuitant Annuity Option benefits" naming plaintiff as his beneficiary under the Plan in 1992 or after, in violation of defendants' fiduciary duties and in violation of the Plan's terms. See Amended Complaint at ¶¶ 30-31. In Count III, plaintiff seeks the same relief as she seeks in Counts I and II, which is the "improperly withheld benefits" and a "declaratory judgment concerning her rights" under the Plan. See id. at Wherefore Clause A and C.
I. Motion to Dismiss Pursuant to Rule 12(b)(6)
In considering a motion for dismissal under Rule 12, defendant must show that plaintiff can prove no set of facts in support of her claim that would entitle her to relief. See H.J. Inc. v. Northwest Bell Telephone Co., 492 U.S. 229, 249 (1989); see also 2 MOORE'S FEDERAL PRACTICE, § 12.34[a] (Matthew Bender 3d ed.) Under Rule 12(b)(6), a complaint will be dismissed if there is a failure "to state a claim upon which relief can be granted." See Fed.R.Civ.P. 12(b)(6). The Court must read the complaint generously accepting the truth of and drawing all reasonable inferences from well-pleaded factual allegations. See Mills v. Polar Molecular Corp., 12 F.3d 1170, 1174 (2d Cir.1993). "A court should only dismiss a suit under Rule 12(b)(6) if 'it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief."' See Valmonte v. Bane, 18 F.3d 992, 998 (2d Cir.1994) (quoting Conley v. Gibson, 355 U.S. 41, 45-46 (1957)).
On a Rule 12(b)(6) motion, courts may consider "any written instrument attached to [the complaint] as an exhibit or any statements or documents incorporated in it by reference, as well as public disclosure documents required by law to be, and that have been, filed ... and documents that the plaintiffs either possessed or knew about and upon which they relied in bringing the suit." See Rothman v. Gregor, 220 F.3d 81, 88-89 (2d Cir.2000) (citations omitted).
II. Breach of Fiduciary Duty under ERISA § 502(a)(3)
Count III of plaintiff's Amended Complaint invokes ERISA § 502(a)(3), which allows a participant, ...