Wasser v. Deianni

          ORDER ON MOTION TO DISMISS

          R. BROOKE JACKSON UNITED STATES DISTRICT JUDGE

         This matter is before the Court on defendants Arthur DeIanni, James Brill, Daniel Farberman, Robert Maida, Theodore Rilea, and CWA/ITU Negotiated Pension Plan's motion to dismiss. ECF No. 10. For reasons stated below, the motion is DENIED.

         I. BACKGROUND

         The International Typographical Union (“ITU”) is an independent labor organization that represented union employees engaged in the printing, publishing, and advertising industry. Complaint, ECF No. 1 at ¶12. In 1966 the ITU entered into an “Agreement and Declaration of Trust” (“Trust Agreement”) with certain employers and established the ITU pension plan. Id. at ¶13; see also Trust Agreement, ECF No. 1-1. The pension plan is now a multiemployer employee benefit plan governed by the Employee Retirement Income Security Act (ERISA), 29 U.S.C. § 1001. ECF No. 1 at ¶4. In 1987 the ITU merged with the Communications Workers of America, AFL-CIO (“CWA”), and the ITU became known as the “ITU Sector.” Id. at ¶15. Plaintiff Daniel Wasser is the current president of the ITU Sector.

         The Trust Agreement provides that the pension plan shall be governed by a board of trustees comprising of one-half ITU trustees (“union trustees”) and one-half employer trustees. Id. at ¶17. The board's current composition includes three union trustees and three employer trustees. Id. at ¶18. Defendants DeIanni, Maida, and Mr. Wasser are the union trustees, and defendants Rilea, Farberman, and Brill are the employer trustees. Id. at ¶¶5, 7-11. In this order, I refer to the five individual defendants as the “trustee defendants.” This dispute stems from an official action that the trustee defendants took at the biannual board of trustees meeting on March 12, 2018, a meeting that Mr. Wasser did not attend. See generally Id. at ¶1. Plaintiff alleges that the trustee defendants, without informing Mr. Wasser, devised a plan to amend the Trust Agreement after learning that Mr. Wasser would be unable to attend the March meeting. Id. at ¶¶28-32.

         At that meeting, the trustee defendants adopted an amendment to the pension plan's Trust Agreement. See generally Id. at ¶1; Amendment to Trust Agreement, ECF No. 1-2. In pertinent part, the amendment changed the method for removing union trustees, stating, “Union Trustees may be removed and replaced by the unanimous consent of the ITU and the Largest Local.”^[1] Id. at ¶33. Prior to the amendment, the Trust Agreement declared that “Union Trustees may be removed and replaced at will by the ITU, ” but it did not give another union a vote. Id. at ¶21 (quoting Trust Agreement, ECF No. 1-1 at 3).

         Plaintiff alleges that the amendment wrongfully stripped the ITU Sector of its historic exclusive power to appoint, remove, and replace union trustees. Id. at ¶¶1, 21-23. Plaintiff directs my attention to the Trust Agreement itself. Although the Trust Agreement contains a provision that allows amendments “from time to time by a majority of the Employer Trustees and a majority of the ITU Trustees, ” id. at ¶37 (quoting Trust Agreement, ECF No. 1-1 at 11), it also contains a “Limitation on the Power of Amendment” provision, id. at ¶38. That provision states, “No amendment shall be adopted which will alter the basic purpose of this Agreement and Declaration of Trust to provide pension and related benefits, . . . or which shall be in conflict with civil laws or ITU Laws.” Id. at ¶38 (quoting Trust Agreement, ECF No. 1-1 at 12).

         Plaintiff next cites the 1987 “Merger Agreement” between the ITU and the CWA for support. Id. at ¶39. This agreement provides that “the ITU shall become an autonomous ‘Sector' within the CWA; and that the Sector will preserve long-standing ITU traditions in the Printing, Publishing and Media Industry.” Id. at ¶39. According to plaintiff, the Merger Agreement is one of the ITU Laws referenced in the Trust Agreement. Id. at ¶40. The complaint also states that the Merger Agreement is incorporated into the ITU Bylaws. Id. As such, plaintiff avers that the Merger Agreement's provision providing that “long-standing ITU traditions in the Printing, Publishing and Media Industry” will be preserved is yet another limitation on the trustees' authority to amend the Trust Agreement. Id. at ¶41.

         Plaintiff opposes the amendment because it allegedly violates the historical structure of the Trust Agreement and the long-standing traditions of the ITU, namely that the ITU would have the exclusive authority to appoint, remove, and replace union trustees. Id. at ¶¶42-43. In adopting an amendment that purportedly conflicts with existing ITU Laws, plaintiff claims that trustee defendants breached their fiduciary duties imposed by ERISA. To remedy the alleged wrongdoing, plaintiff seeks declaratory and injunctive relief to invalidate the amendment.

         Defendants move to dismiss plaintiff's claims per Fed.R.Civ.P. 12(b)(6) for failure to state a claim. ECF No. 10. Plaintiff responded in opposition, ECF No. 20, and defendants replied. ECF No. 24. The motion is now ripe for review.

         II. STANDARD OF REVIEW

         To survive a Fed.R.Civ.P. 12(b)(6) motion to dismiss, the complaint must contain “enough facts to state a claim to relief that is plausible on its face.” Ridge at Red Hawk, L.L.C. v. Schneider, 493 F.3d 1174, 1177 (10th Cir. 2007) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A plausible claim is a claim that “allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). While the Court must accept the well-pleaded allegations of the complaint as true and construe them in the light most favorable to the plaintiff, Robbins v. Wilkie, 300 F.3d 1208, 1210 (10th Cir. 2002), conclusory allegations are not entitled to be presumed true. Iqbal, 556 U.S. at 681. However, so long as the plaintiff offers sufficient factual allegations such that the right to relief is raised above the speculative level, he has met the threshold pleading standard. See, e.g., Twombly, 550 U.S. at 556; Bryson v. Gonzales, 534 F.3d 1282, 1286 (10th Cir. 2008).

         III. ANALYSIS

         Defendants' motion to dismiss rests on two primary arguments. See ECF No. 10 at 6-15. First, defendants argue that the amendment does not conflict with existing ITU Laws. Id. at 6. Second, defendants argue that they did not breach any fiduciary duties because they were not acting as ...