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AGI Consulting L.L.C. v. American National Insurance Co.

United States District Court, W.D. Oklahoma

March 28, 2019

AGI CONSULTING L.L.C., by Assaf Al-Assaf as Trustee/Owner/Plan Administrator of an Alleged Non-Integrated Defined Benefit Plan, Plaintiff,
v.
AMERICAN NATIONAL INSURANCE COMPANY, Defendant.

          ORDER

          Charles B. Goodwin, United States District Judge.

         Now before the Court is the Motion for a New Trial filed by Plaintiff AGI Consulting L.L.C., by Assaf Al-Assaf as Trustee/Owner/Plan Administrator of an Alleged Non-Integrated Defined Benefit Plan, pursuant to Federal Rules of Civil Procedure 59(a)(1)(B) and 59(a)(2). See Pl.'s Mot. (Doc. No. 18). Defendant American National Insurance Company has responded in opposition (Doc. No. 19), and Plaintiff has replied (Doc. No. 20).

         BACKGROUND

         On July 30, 2018, the Court granted Defendant's Motion to Dismiss after Plaintiff confessed that its cause of action for fraud against Defendant was time-barred. See Order of July 30, 2018 (Doc. No. 16) (West, J.). The Court further denied Plaintiff's request, set forth in its response to Defendant's Motion to Dismiss, to amend its complaint, after finding that amendment would be futile because Plaintiff's proposed claims for rescission, reformation, and breach of contract would likewise be untimely under Okla. Stat. tit. 12, § 95. See id. at 12.

         Plaintiff has now moved the Court to vacate its Order and Judgment (Doc. Nos. 16, 17) entered on July 30, 2018, and permit Plaintiff to file an amended complaint alleging claims for breach of fiduciary duty against Defendant under the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq., as amended (“ERISA”). See Pl.'s Reply ¶ 23 (Plaintiff's “sole purpose [in filing the Motion for a New Trial is] to amend its Complaint to [set forth] an ERISA cause of action for breach of a fiduciary duty”).[1]

         STANDARD OF REVIEW

         In support of its motion, Plaintiff has relied on Federal Rules of Civil Procedure 59(a)(1)(B) and (a)(2). These rules provide, respectively, that the Court “may . . . grant a new trial . . . after a nonjury trial, for any reason for which a rehearing has heretofore been granted in a suit in equity in federal court” and “may, on motion for a new trial, open the judgment if one has been entered, take additional testimony, amend findings of fact and conclusions of law or make new ones, and direct the entry of a new judgment.” Fed.R.Civ.P. 59(a)(1)(B), (a)(2).

         There has been no trial, nonjury or otherwise, in this matter, however. Neither Rule 59(a)(1)(B) nor Rule 59(a)(2), therefore, applies as a method for challenging the Court's Order and Judgment. See Soto v. Bd. of Cty. Comm'rs of Caddo Cty., No. CIV-16-416-F, 2017 WL 6551295, at *1 (W.D. Okla. Oct. 4, 2017).

         The instant motion is more properly characterized as a motion to alter or amend the Court's Order and Judgment under Federal Rule of Civil Procedure 59(e), which permits relief in certain “limited circumstances.” Hayes Family Tr. v. State Farm Fire & Cas. Co., 845 F.3d 997, 1004 (10th Cir. 2017). See Soto, 2017 WL 6551295, at *1 (Fed. R. Civ. P. 59(e) is “appropriate vehicle to review the court's order and judgment” after court has granted a motion to dismiss under Fed.R.Civ.P. 12(b)(6)). Those circumstances include

“(1) an intervening change in the controlling law, (2) [when] new evidence previously [was] unavailable, and (3) the need to correct clear error or prevent manifest injustice.”

Hayes Family Tr., 845 F.3d at 1004 (alterations in original) (quoting Servants of the Paraclete v. Does, 204 F.3d 1005, 1012 (10th Cir. 2000)). See Monge v. RG Petro-Mach. (Grp.) Co., 701 F.3d 598, 611 (10th Cir. 2012) (quoting Webber v. Mefford, 43 F.3d 1340, 1345 (10th Cir. 1994) (“‘purpose of [Fed. R. Civ. P. 59(e)] motion is to correct manifest errors of law'”)). While a Rule 59(e) motion “is not appropriate to revisit issues already addressed or [to] advance arguments that could have been raised in prior briefing, ” relief under this rule may be available if a “court has misapprehended the facts, a party's position, or the controlling law.” Servants of the Paraclete, 204 F.3d at 1012 (citation omitted).

         Plaintiff has stated, “[b]y way of explanation and not as an excuse, ” that “when Plaintiff [first] sought to amend its [c]omplaint, Plaintiff was not clear about the fact that [r]escission, [r]eformation, and [b]reach of [c]ontract all presuppose the existence of a contract and therefore ERISA would apply.” Pl.'s Mot. ¶ 9. Plaintiff has argued that the Court nevertheless should have understood that Plaintiff was seeking relief under ERISA in its proposed amended complaint and not under state law for rescission, reformation, and breach of contract (as Plaintiff had argued), and more particularly should have recognized that, because Defendant was a fiduciary, it was charged with the duties imposed by 29 U.S.C. § 1104(a) and that Plaintiff was seeking relief under 29 U.S.C. § 1109 for breach of fiduciary duty.[2]

         Plaintiff has contended that if the Court had done so, it would have applied 29 U.S.C. § 1113, the statute applicable “to actions brought to redress a fiduciary's breach of its obligations to enforce the provisions of ERISA, ” Trs. of Wyo. Laborers Health & Welfare Plan v. Morgen & Oswood Constr. Co., 850 F.2d 613, 618 n.8 (10th Cir. 1988) (citation omitted), as opposed to Okla. Stat. tit. 12, § 95, and Plaintiff's proposed claims would have been deemed timely. See Pl.'s Mot. ¶¶ 6, 8-9, 13.

         Plaintiff has conceded, however, that it did not “raise[] the application of ERISA” in response to Defendant's argument that amendment would be futile, (b) acknowledge in its submissions that it was seeking relief under ERISA, or (c) cite § 1113. Id. ¶ 8. Plaintiff has argued that despite “this lack of clarity” in its pleadings and papers, the Court should now vacate its Order and Judgment and permit Plaintiff to file an amended complaint, this time “clearly stat[ing] an ERISA [claim and] statute of limitations . . . .” Id. ¶¶ 9, 32.

         Because the Court's and the parties' reliance on a state statute of limitations (and failure to address whether ERISA had pre-empted Defendant's proposed state law claims[3]) may be deemed a manifest error of law or a misapprehension of the controlling law that warrants revisitation, the Court reconsiders the matter to determine whether amendment as proposed by Plaintiff would be futile.[4]

         29 U.S.C. § 1113

         Section 1113 provides that “[n]o action may be commenced . . . with respect to a fiduciary's breach of any responsibility, duty, or obligation, ”

after the earlier of-
(1) six years after (A) the date of the last action which constituted a part of the breach or violation, or (B) in the case of an omission the latest date on which the fiduciary ...

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