United States District Court, S.D. Indiana, Indianapolis Division
JANE MAGNUS-STINSON, CHIEF JUDGE.
Senior Lifestyle Corporation (“SLC”)
alleges that Defendant Key Benefit Administrators, Inc.
(“KBA”) breached its fiduciary duty
under the Employee Retirement Income Security Act of 1974, as
amended, (“ERISA”). KBA now moves the
Court to dismiss part of SLC's Complaint for failure to
establish that KBA had a fiduciary duty under ERISA.
[Filing No. 35.] For the following reasons, the
Court DENIES KBA's Motion.
Federal Rule of Civil Procedure 12(b)(6), a party
may move to dismiss a claim that does not state a right to
relief. The Federal Rules of Civil Procedure require that a
complaint provide the defendant with “fair notice of
what the . . . claim is and the grounds upon which it
rests.” Erickson v. Pardus, 551 U.S. 89, 93
(2007) (quoting Bell Atlantic v. Twombly, 550 U.S.
544, 555 (2007)). In reviewing the sufficiency of a
complaint, the Court must accept all well-pled facts as true
and draw all permissible inferences in favor of the
plaintiff. See Active Disposal Inc. v. City of
Darien, 635 F.3d 883, 886 (7th Cir. 2011). A Rule
12(b)(6) motion to dismiss asks whether the complaint
“contain[s] sufficient factual matter, accepted as
true, to ‘state a claim to relief that is plausible on
its face.'” Ashcroft v. Iqbal, 556 U.S.
662, 678 (2009) (quoting Twombly, 550 U.S. at 570).
The Court may not accept legal conclusions or conclusory
allegations as sufficient to state a claim for relief.
See McCauley v. City of Chicago, 671 F.3d
611, 617 (7th Cir. 2011). Factual allegations must plausibly
state an entitlement to relief “to a degree that rises
above the speculative level.” Munson v. Gaetz,
673 F.3d 630, 633 (7th Cir. 2012). This plausibility
determination is “a context-specific task that requires
the reviewing court to draw on its judicial experience and
common sense.” Id.
following facts are drawn from SLC's Complaint,
[Filing No. 1], and the attached exhibit,
[Filing No. 1-1], which are treated as true for the
purpose of resolving KBA's Motion. E.g.,
Geinosky v. City of Chi., 675 F.3d 743, 745 n.1 (7th
Cir. 2012) (noting that courts must consider “documents
attached to the complaint” under Rule 12(b)(6)).
January 1, 2015, SLC and KBA entered into an Administration
Services Agreement (“ASA”) for services
related to SLC's employee benefits plan. [Filing No.
1 at 2.] Under the ASA, KBA explicitly agreed to do the
following, in relevant part:
2. Follow the claims administration procedures and practices
provided for under the Plan and in accordance with
standard industry practice, and inform Employer of any
3. Provide suitable facilities, personnel, procedures,
standard forms, and instructions for the administration of
claims under me Plan.
9. Determine, m accordance with the Plan and claims
administration procedures and practices, the qualification of
claims submitted, making such investigation as may be
necessary to determine -whether a claim is payable under the
terms of the Plan.
11. Make Plan payments with Employer funds in strict adheres
to the Plan using no funds for payments outside the Plan.
12. Provide Employer with information on disputed claims and
rationale for claim payment in accordance with the Plan ...