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Shepherd v. Community First Bank

United States District Court, D. South Carolina

November 1, 2017

FREDERICK D. SHEPHERD, JR., Plaintiff,
v.
COMMUNITY FIRST BANK, COMMUNITY FIRST BANK SERP PLAN, RICHARD D. BURLESON, GARY V. THRIFT, DR. LARRY S. BOWMAN, WILLIAM M. BROWN, JOHN R. HAMRICK, JAMES E. TURNER, CHARLES L. WINCHESTER, and ROBERT H. EDWARDS, Defendants.

          MEMORANDUM OPINION AND ORDER GRANTING PLAINTIFF'S MOTION TO DISMISS AND DISMISSING DEFENDANTS' STATE LAW COUNTERCLAIMS

          MARY GEIGER LEWIS UNITED STATES DISTRICT JUDGE

         I. INTRODUCTION

         This is an action for the recovery of retirement benefits under a plan (the Plan) governed by the Employee Retirement and Income Security Act of 1974 (ERISA). The Court has jurisdiction over this matter under 28 U.S.C. §§ 1331 and 1367.

         Pending before the Court is Plaintiff's Motion to Dismiss, in which Plaintiff requests the Court dismiss Defendants' state law counterclaims on the basis they are preempted by ERISA. ECF No. 77. Having carefully considered Plaintiff's Motion to Dismiss, the response, the reply, the record, and the applicable law, it is the judgment of the Court Plaintiff's Motion to Dismiss will be granted.

         II. FACTUAL AND PROCEDURAL HISTORY

         The factual and procedural history of this matter is somewhat extensive, but the Court need not recite it in full. Rather, the Court will summarize only the points relevant to Plaintiff's Motion to Dismiss.

         Plaintiff previously served as the President and CEO of Defendant Community First Bank (Bank). ECF No. 36, ¶ 7. The Bank and Plaintiff entered into the Plan on July 31, 2007, pursuant to which the Bank agreed to provide certain supplemental retirement benefits to Plaintiff. Id. ¶ 10. The Plan provides the Bank shall pay Plaintiff certain yearly benefits for twenty years if Plaintiff continues to work at the Bank past the age of seventy-one. ECF No. 36-1 at 2-4. The Plan further establishes it will terminate in the event Plaintiff's employment with the Bank is terminated for cause. Id. at 6.

         In accordance with the terms of the Plan, the Bank began making monthly payments to Plaintiff after December 20, 2011, when Plaintiff reached the age of seventy-one. ECF No. 36, ¶ 23. Plaintiff retired from the Bank on December 30, 2014. Id. ¶ 25. On May 26, 2015, the Bank, the Bank's Board of Directors, and the Plan Administrators notified Plaintiff the Bank would cease making payments under the Plan. Id. ¶ 32.

         Plaintiff filed his initial Complaint in this matter in the Court of Common Pleas for Oconee County, South Carolina, ECF No. 1-1, and Defendants removed the case to this Court, ECF No. 1. In his amended complaint (Complaint), Plaintiff asserts ERISA claims against Defendants for recovery of benefits, administrative remedy, equitable relief, anti-retaliation, and attorneys' fees and costs. ECF No. 36. In Defendants' answer to the Complaint and amended counterclaims, they assert state law counterclaims for fraud, breach of contract/breach of duty of loyalty, unjust enrichment, and breach of fiduciary duty, as well as ERISA-based counterclaims for enforcement of plan and breach of fiduciary duty to plan. ECF No. 74.

         Plaintiff filed his Motion to Dismiss on August 4, 2017. ECF No. 77. Defendants responded on August 23, 2017, ECF No. 81, and Plaintiff replied on August 30, 2017, ECF No. 82. The Court, having been fully briefed on the relevant issues, is now prepared to discuss the merits of Plaintiff's Motion to Dismiss.

         III. STANDARD OF REVIEW

         “The purpose of a Rule 12(b)(6) motion is to test the sufficiency of a [pleading].” Edwards v. City of Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999). To survive a motion to dismiss, a pleading must contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2).

         Although Rule 8(a) does not require “‘detailed factual allegations, '” it requires “more than an unadorned, the-defendant [or counterclaim defendant]-unlawfully-harmed-me accusation, ” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)), to “‘give the defendant [or counterclaim defendant] fair notice of what the . . . claim is and the grounds upon which it rests, '” Twombly, 550 U.S. at 555 (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)). In other words, “a [pleading] must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.'” Iqbal, 556 U.S. at 678 (quoting Twombly, 550 U.S. at 570). A claim is facially plausible when it “pleads factual content that allows the court to draw the reasonable inference that the defendant [or counterclaim defendant] is liable for the misconduct alleged.” Id. (citing Twombly, 550 U.S. at 556).

         In considering a motion to dismiss, a non-movant's well-pled allegations are taken as true, and the pleading and all reasonable inferences are liberally construed in the non-movant's favor. Mylan Labs., Inc. v. Matkari, 7 F.3d 1130, 1134 (4th Cir. 1993). The Court may consider only the facts alleged in the pleading, which may include any documents either attached to or incorporated in the pleading, and matters of which the Court may take judicial notice. Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322 (2007). Although the Court must accept the non-movant's factual allegations as true, any conclusory allegations are unentitled to an assumption of truth, and even those allegations pled with factual support need be accepted only to the extent “they plausibly give rise to an entitlement to relief.” Iqbal, 556 U.S. at ...


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