United States District Court, W.D. Washington, Seattle
ORDER ON DEFENDANT MONSANTO COMPANY EMPLOYEE BENEFITS
PLAN COMMITTEE'S MOTION TO DISMISS
J. Pechman United States District Judge.
MATTER comes before the Court on Defendant Monsanto Company
Employee Benefits Plan Committee's Motion to Dismiss.
(Dkt. No. 18.) Having reviewed the Motion, the Response (Dkt.
No. 23), the Reply (Dkt. No. 26) and all related papers, the
Court shall convert the Rule 12(b)(6) motion to dismiss to a
Rule 56 motion for summary judgment under Rule 12(d), and
shall continue the motion for ninety days to allow the
parties to conduct discovery.
seeks a determination of her rights to, and recovery of,
short-term disability benefits under the Employee Retirement
Income Security Act of 1974 (“ERISA”). Plaintiff
is an employee of the Monsanto Company who claims she is
entitled to benefits under the Monsanto Company Disability
Plan (the “Disability Plan”), which is a
component of the Monsanto Company Employee Welfare Benefit
Plan (the “Welfare Plan”) (collectively, the
“Plans”). (See Dkt. No. 1 at
¶¶ 4.1-6.) The Monsanto Company Employee Benefits
Plans Committee is the named fiduciary of the Plans, but
purports to have delegated its fiduciary responsibility to
adjudicate disability claims and appeals to Sedgwick Claims
Management Services, Inc. (“Sedgwick”).
(Id. at ¶¶ 4.8-11; Dkt. No. 18 at 2, 4.)
May 4, 2017, Plaintiff claims she became disabled and was
unable to work from May 4 through June 18, 2017, and from
July 6 through September 4, 2017. (Dkt. No. 1 at ¶¶
4.15-17.) After her application for short-term disability
benefits was denied, Plaintiff submitted an appeal to
Sedgwick. (Id. at ¶¶ 4.19-21.) Around
November 21, 2017, Sedgwick denied her appeal. (Id.
at ¶ 4.22.)
Monsanto Company Employee Benefits Plans Committee (the
“Committee”) claims it lacks the discretion to
adjudicate disability claims and appeals, and now moves to
dismiss the claims brought against it. (See Dkt. No.
general, the Court may not consider materials beyond the
pleadings in ruling on a Rule 12(b)(6) motion without
converting it into a Rule 56 motion for summary judgment.
See Van Buskirk v. CNN, 284 F.2d 977, 980 (9th Cir.
2002). However, even where a document is not attached to the
complaint, it may be incorporated by reference if “the
plaintiff refers extensively to the document or the document
forms the basis of the plaintiff's claim.” U.S.
v. Ritchie, 342 F.3d 903, 908 (9th Cir. 2003).
“The doctrine of incorporation by reference may apply,
for example, when a plaintiff's claim about insurance
coverage is based on the contents of a coverage plan, or when
a plaintiff's claim about stock fraud is based on the
contents of SEC filings.” Id. (citations
omitted). Where authenticity is not contested, Courts
routinely consider plan documents at the motion to dismiss
stage in ERISA cases. See, e.g., In re Syncor
ERISA Litig., 351 F.Supp.2d 970, 977-83 (C.D. Cal.
2004); Groves v. Kaiser Found. Health Plan, Inc., 32
F.Supp.3d 1074, 1079 n.4 (N.D. Cal. 2014); Parrino v.
FHP, Inc., 146 F.3d 699, 706 (9th Cir. 1998).
Committee contends that because Plaintiff's claims derive
entirely from the terms of the Plans, the Plan documents may
properly be considered by the Court on its motion to dismiss
under the doctrine of incorporation by reference. (Dkt. No.
18 at 4.) The Committee submits for the Court's review
copies of the Welfare Plan (Dkt. No. 18, Ex. A) and the
Disability Plan (Dkt. No. 18, Ex. B).
disputes the authenticity and completeness of the Plan
documents. (Dkt. No. 23 at 4-5.) In particular, Plaintiff
contends that: (1) the Welfare Plan and the Disability Plan
“cannot be the complete Plan documents, ” as
neither includes the Plan's definition of disability that
was cited in the letter denying her disability benefits and
her appeal; (2) the Disability Plan - the only document by
which the Committee purports to delegate fiduciary duties to
Sedgwick - is merely a summary plan description, and is not
an “enforceable part” of the plan or a
“source of the plan's governing terms”; and
(3) the Welfare Plan refers to “Insurance
Contracts” between the Plan Administrator and Sedgwick
- “perhaps including such salient details as the Plan
Administrator's formal delegation of its fiduciary duties
and the applicable definition of
‘disability'” - but no such document is
provided. (Dkt. No. 23 at 4-5.)
reply, the Committee offers a declaration authenticating the
Welfare Plan and Disability Plan and confirming that these
are the only operable plan documents. (Dkt. No. 26 at 3; Dkt.
No. 27.) The Committee contends that the Disability Plan is
the only applicable plan delineating the rights as between
the plan and its beneficiaries, and that “in the
absence of another separate plan document, the ‘Summary
Plan Document' constitutes the plan governing
Plaintiff's welfare benefits. (Dkt. No. 26 at 3-4)
(citation omitted). Further, the Committee offers the
administrative contract confirming that the Committee
delegated to Sedgwick its authority to determine disability
claims and appeals. (Id. at 4; Dkt. No. 28, Ex. 1 at
the Plan documents suggest that the Committee in fact
delegated its authority to determine disability claims and
appeals to Sedgwick and may properly be dismissed (see
Anderson v. Sun Life Assur. of Canada, Inc., 647 Fed.
App'x 772, 774 (9th Cir. 2016), vacated on other
grounds, 652 Fed. App'x 527 (9th Cir. 2016)), there
remains an unresolved dispute as to the authenticity and
completeness of these documents. Accordingly, the Court
cannot properly rule on the motion to dismiss without first
converting it into a Rule 56 motion for summary judgment.
See Fed.R.Civ.P. 12(d) (“If, on a motion under
Rule 12(b)(6) or 12(c), matters outside the pleadings are
presented to and not excluded by the court, the motion must
be treated as one for summary judgment under Rule 56. All
parties must be given a reasonable opportunity to present all
the material that is pertinent to the motion.”).
the authenticity of the Plan documents is disputed, the Court
hereby converts the Committee's Rule 12(b)(6) motion to
dismiss to a Rule 56 motion for summary judgment. The parties
shall be given an opportunity to conduct discovery and
present material relevant to the motion. The motion for
summary judgment shall be continued for 90 days, to July 3,
2018. The Committee may file an amended motion regarding its