Daniel P. Soehnlen; Bill Reeves; Superior Dairy, Inc., Plaintiffs-Appellants,
Fleet Owners Insurance Fund; Robert Kavalec; Charlie Alferio; Victor Collova, Defendants-Appellees.
Argued: October 18, 2016
from the United States District Court for the Northern
District of Ohio at Cleveland. No. 1:15-cv-00445-Donald C.
Nugent, District Judge.
L. Pryatel, KASTNER WESTMAN & WILKINS, LLC, Akron, Ohio,
G. Serron, STEPTOE & JOHNSON LLP, Washington, D.C., for
L. Pryatel, Kenneth M. Haneline, KASTNER WESTMAN &
WILKINS, LLC, Akron, Ohio, for Appellants.
G. Serron, Paul J. Ondrasik, Jr., Osvaldo Vazquez, STEPTOE
& JOHNSON LLP, Washington, D.C., Lance B. Johnson, LANCE
B. JOHNSON LLP, Cleveland, Ohio, for Appellees.
Before: KEITH, BATCHELDER, and CLAY, Circuit Judges.
Plaintiffs Daniel Soehnlen, Bill Reeves, and Superior Dairy,
Inc. filed suit alleging that Defendants Fleet Owners
Insurance Fund, Robert Kavalec, Charlie Alferio and Victor
Collova, breached a range of obligations under the Employee
Retirement Security Act of 1974 ("ERISA"), 29
U.S.C. §§ 1001 et seq. (1974), the Patient
Protection and Affordable Care Act of 2010 ("ACA"),
26 U.S.C. § 5000A (Pub. L. No. 111-148, as modified by
the subsequently enacted Health Care and Education
Reconciliation Act, Pub. L. No. 111-152 (2010)), and §
302 of the Labor Management Relations Act ("Taft-Hartley
Act"), 29 U.S.C. § 186 (1988). Plaintiffs also
brought breach of contract claims. The district court
dismissed Plaintiffs' complaint for failure to state a
claim and for lack of standing. For the reasons that follow,
we AFFIRM the district court's judgment.
Superior Dairy, Inc. ("Superior Dairy") is an Ohio
Corporation that engages in the manufacture and processing of
milk-based products. Plaintiff Daniel P. Soehnlen is
President and Chief Executive Officer of Superior Dairy.
Plaintiff Bill Reeves is an hourly employee of Superior
Dairy, who also serves as a union steward on behalf of the
International Brotherhood of Teamsters, Chauffeurs,
Warehousemen, and Helpers of America, General Trucker Drivers
and Helpers, Local Union No. 92. As the parties concede,
Defendant Fleet Owners Insurance Fund ("Fleet
Owners" or the "Plan") is a multi-employer
"welfare benefit plan" within the meaning of ERISA,
29 U.S.C. § 1001, and a "group health plan"
within meaning of the ACA, and therefore is covered by both
ERISA and the ACA. Defendants, Robert Kavalec, Charlie
Alferio, and Victor Collova are each represented to be either
current or former trustees for the Plan, responsible for
overseeing its operation.
order to provide medical coverage to its employees, Superior
Dairy contracted with Fleet Owners and memorialized the terms
of their agreement by signing the participation agreement
(the "Participation Agreement") on April 14, 2014.
The Participation Agreement incorporated by reference the
Amended and Restated Agreement and Declaration of Trust
signed in 2002 ("Trust Agreement"). Plaintiffs
allege in their amended complaint that prior to entering into
the Participation Agreement, they received certain assurances
from Fleet Owners and individual trustees of the Plan, that
the Plan would comply in all respects with federal law,
including ERISA and the ACA.
to Plaintiffs, notwithstanding the ACA's statutory
requirement mandating that all group health plans eliminate
per-participant and per-beneficiary pecuniary caps for both
annual and lifetime benefits, the Plan maintains such
restrictions. Consequently, Superior Dairy purchased
supplemental health insurance benefits to fully cover its
employees. Defendants do not, at this time, dispute the
existence of benefit caps within the plan, but instead argue
that the Plan is exempt from such requirements because it is
a "grandfathered" plan.
filed their complaint against Defendants alleging violations
of the ACA, ERISA, Taft-Hartley Act, and various provisions
of the Trust Agreement and Participation Agreement that
govern the Plan. The action was brought both on behalf of
individual named Plaintiffs, Soehnlen and Reeves, and the
company Superior Dairy, and on behalf of a class of similarly
situated employees. The district court dismissed all seven
counts alleged in Plaintiffs' complaint. Plaintiffs
appeal every one of the district court's conclusions; we
therefore consider each argument below.
Court reviews de novo both a district court's
decision to dismiss the complaint for lack of subject matter
jurisdiction and to dismiss for failure to state a claim.
See Gaylor v. Hamilton Crossing CMBS, 582
F.App'x 576, 579 (6th Cir. 2014); In re Carter,
553 F.3d 979, 984 (6th Cir. 2009) ("Where a district
court rules on a 12(b)(1) motion to dismiss that attacks the
claim of jurisdiction on its face, this Court reviews the
decision de novo.") To avoid dismissal under
Rule 12(b)(6), a complaint must provide sufficient facts to
state a claim that is plausible on its face. See Bell
Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). And
where a plaintiff's Article III standing is at issue, the
plaintiff must allege facts sufficient to establish the
requisite individualized harm. See Keener v. Nat'l
Nurses Org. Comm., 615 F.App'x 246, 251 (6th Cir.