PINTO v. ST. PAUL FIRE AND MARINE INSURANCE COMPANY

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

ROSE PINTO,

Plaintiff/Counterclaim Defendant,

Civil Action No. 23-2926 (RK) (JBD)

Vv.

MEMORANDUM OPINION

ST. PAUL FIRE AND MARINE

INSURANCE COMPANY and ST. PAUL

INSURANCE COMPANY,

Defendants/Counterclaim Plaintiffs.

KIRSCH, District Judge

THIS MATTER comes before the Court upon a Motion for Judgment on the Pleadings,

(“MIJP,” ECF No. 84-1), filed by Defendant/Counterclaim Plaintiff St. Paul Fire and Marine

Insurance Company’ (“St. Paul” or “Defendant’”) seeking judgment on the Complaint, (“Compl.,”

ECF No. 1-1), filed by Plaintiff/Counterclaim Defendant Rose Pinto (“Plaintiff’ or “Pinto”).

Plaintiff filed a brief in opposition to the motion for judgment on the pleadings, (ECF No. 85), and

Defendant filed a reply brief, (ECF No. 86).? The Court has considered the parties’ submissions

and resolves the matter without oral argument pursuant to Federal Rule of Civil Procedure (“Rule”)

78 and Local Civil Rule 78.1. For the reasons set forth below, Defendant’s Motion for Judgment

on the Pleadings is DENIED.

' Plaintiffs Complaint uses the names of both St. Paul Fire and Marine Insurance Company and former

affiliate St. Paul Insurance Company, Inc. The affiliate no longer exists and was merged into St. Paul Fire

and Marine Insurance Company in 2002. Both companies are referred to as St. Paul or Defendant herein

unless otherwise indicated.

* Plaintiffs Motion for Leave to File a Sur-Reply to the Motion for Judgment on the Pleadings is DENIED.

(ECF No. 87.)

I. BACKGROUND

A. PROCEDURAL HISTORY

On September 20, 2022, Plaintiff filed suit against Defendant in the Court of Common

Pleas of Philadelphia, Pennsylvania. (ECF No. 1-2 at 3.) Thereafter, on October 6, 2022, Defendant

removed this action to the Eastern District of Pennsylvania. (ECF No. 1.) On November 11, 2022,

Defendant filed an Answer and Counterclaim, and on December 15, 2022, filed an amended

Answer and Counterclaim. (ECF Nos. 8, 12.) On December 22, 2022, Plaintiff filed her answer

and affirmative defenses to the Counterclaim. (ECE No. 20.) On February 16, 2023, Defendant

filed a Motion to Transfer the case to the District of New Jersey or Alternatively to Dismiss for

Lack of Personal Jurisdiction, as well as a Motion for Judgment on the Pleadings. (ECF Nos.

30, 31.)

On May 26. 2023, after this motion was fully briefed and oral argument had been held, the

Honorable Eduardo C. Robreno, U.S.D.J. issued a Memorandum Opinion granting Defendant’s

Motion to Transfer the case to the District of New Jersey and denying the Motion for Judgment on

the Pleadings as moot. (“Prior Op.,” ECF No. 46.) Judge Robreno found that the Eastern District

of Pennsylvania did not have personal jurisdiction over Defendant, and that the action could have

been filed in New Jersey. (/d. at 18-19.)

Upon transfer to this Court, Defendant filed a letter requesting a pre-motion conference

regarding an anticipated motion for judgment on the pleadings and Plaintiff replied. (ECF Nos. 65,

73.) The Court held a conference with the parties on August 1, 2023. (ECF No. 74.) The parties

thereafter submitted renewed briefing on Defendant’s Motion for Judgment on the Pleadings. (See

ECF Nos. 84, 85, 86.)°

B. FACTUAL BACKGROUND

The underlying facts of this dispute are well known to the parties and have been thoroughly

discussed and set forth in Judge Robreno’s prior Memorandum Opinion. (See Prior Op. at 2—7.) In

summary, Plaintiff is an annuitant who brought this action in Pennsylvania state court against

Defendant, an insurer, for breach of a settlement and release agreement after Plaintiff's annuity

payments were reduced. (Compl. ff] 7-40.) In 1981, Plaintiff suffered serious injuries as a result

of a car accident in New Jersey, Ud. 2, 7, 11.) Plaintiff thereafter filed suit in the District of

New Jersey to recover for the injuries she sustained.* (Id. 2, 7.) Defendant was the excess insurer

for one or more of the defendants in the New Jersey action. □□□ J 8.) The parties in the 1982 Action

ultimately settled the case, signing a Settlement Agreement and Release (the “SAR”), which

culminated in an annuity and lump sum payment schedule to be paid out unconditionally over the

following 45 years. Ud. JJ 2, 8, 12-14.)

Pursuant to the SAR, Defendant funded and purchased an annuity provided by the

Executive Life Insurance Company of New York (““ELNY”), whose parent company was the First

Executive Corporation (“FEC”). (id. 15; Opp. at 3.) The SAR was signed by Plaintiff on August

3, 1984. (Compl. J 8.) A corporate representative of Defendant signed the SAR on September 13,

1984. Ud. {| 9.) Defendant alleges it discharged all obligations and liabilities to Plaintiff via the

On October 13, 2023 Plaintiff moved this court for leave to file a sur reply, Defendant opposed, and

Plaintiff replied. ECF Nos. 87, 88, 89.)

“ The 1982 New Jersey action was captioned Rose Pinto v. Robert Callahan, Civ. No. 82-2956 (the “1982

Action’).

SAR, the annuity payment, and its assignment of all liabilities and obligations to FEC. (ECF No.

12 at 4.)°

Plaintiff received her payments pursuant to the settlement without issue until August 2013,

when her benefits were reduced by approximately 55.26% pursuant to ELNY’s liquidation and

restructuring.© (Compl. □ 19.) Following an unproductive series of letters exchanged with

Defendant’s counsel after the reduction of benefits took effect, Plaintiff brought suit against

Defendant in the District of New Jersey on November 5, 2021 (the “2021 Action”). (MJP at 10—

11.) The 2021 Action largely mirrored the allegations and relief sought in the action at hand. (Id.

at 11.) Defendant moved to dismiss the 2021 Action on the basis that it was barred by the statute

of limitations and by the SAR’s release and discharge provision. Cd.) Plaintiff voluntarily

dismissed the 2021 Action without prejudice, and then refiled in the Court of Common Pleas of

Philadelphia County. Ud. at 11-12; ECF No. 1) As recited above, Defendant St. Paul then

successfully removed this case to the Eastern District of Pennsylvania and then transferred to the

District of New Jersey. (Prior Op at 1.)

Defendant has filed a counterclaim against Plaintiff for (1) a declaratory judgment that

Plaintiff's claims are barred by the release and discharge provisions of the SAR and the relevant

statutes of limitations and (2) Plaintiff's breach of the release and discharge provisions of the SAR

by bringing this action and other litigation attempts against the Defendant. (ECF No. 12 at 18-20.)

Defendant seeks compensatory damages pursuant to Plaintiffs repeated claims for the shortfall in

her annuity payments. (Ud. at 19-20.)

> Defendant restarts its paragraph numbers on page 9 of ECF No. 12. To avoid confusion, the Court will

cite to the document’s internal pagination rather than the numbered paragraphs.

° The details of ELNY’s bankruptcy are immaterial to the facts of this case. However, for additional

information regarding ELNY’s rehabilitation and subsequent restructuring and liquidation, see In re Exec.

Life Ins. Co. of New York, 103 A.D.3d 631, 959 N.Y.S.2d 513 (2013).

Il. LEGAL STANDARD

Under Rule 12(c), “[alfter the pleadings are closed—but early enough not to delay trial—

a party may move for judgment on the pleadings.” Fed. R. Civ. P. 12(c). “The pleadings are

‘closed’ after the complaint and answer are filed, along with any reply to additional claims asserted

in the answer.” Horizon Healthcare Servs., Inc. y. Allied Nat. Inc., 2007 WL 1101435, at *3 (D.N.J.

Apr. 10, 2007). Under Rule 12(c), “judgment will not be granted unless the movant clearly

establishes that no material issue of fact remains to be resolved and that he is entitled to judgment

as a matter of law.” Jablonski v. Pan Am. World Airways, Inc., 863 F.2d 289, 290 (3d Cir. 1988)

(internal quotation marks and citation omitted).

In reviewing a motion for judgment on the pleadings, courts apply the same standard as

when reviewing a motion to dismiss under Rule (12)(b)(6). Turbe v. Gov’t of V.I., 938 F.2d 427,

428 (3d Cir. 1991) (citations omitted); see also Muhammad vy. Sarkos, 2014 WL 4418059, at *1

(D.N.J. Sept. 8, 2014). Under Rule (12)(b)(6), a court may dismiss a complaint for “failure to state

a claim upon which relief can be granted.” Fed. R. Civ. P. 12(b)(6). For a complaint to survive

dismissal, it “must contain 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 Bell Atl. Corp. v.

Twombly, 550 U.S. 544, 570 (2007)). In evaluating the sufficiency of a complaint, the court must

accept all well-pleaded factual allegations in the complaint as true and draw all reasonable

inferences in favor of the non-moving party. See Phillips v. Cnty. of Allegheny, 515 F.3d 224, 231

(3d Cir. 2008); In re Lipitor Antitrust Litig., 336 F. Supp. 3d 395, 406 (D.N.J. 2018). However,

“[flactual allegations must be enough to raise a right to relief above the speculative level.”

Twombly, 550 U.S. at 555. “A pleading that offers labels and conclusions or a formulistic recitation

of the elements of a cause of action will not do. Nor does a complaint suffice if it tenders naked

assertion[s] devoid of further factual enhancement.’” Jgbal, 556 U.S. at 678 (citations and

quotation marks omitted). As such, “[a] complaint should not be dismissed unless it appears

beyond doubt that ‘the facts alleged in the complaint, even if true, fail to support the claim.,’”

Syncsort Inc. vy. Sequential Software, Inc., 50 F.Supp.2d 318, 324 (D.N.J. 1999). “[B]efore

dismissing a complaint under Rule 12(c), ‘a district court must permit a curative amendment,

unless an amendment would be inequitable or futile.’” In re Nat’! Pool Const., Inc., No. 12-2157,

2012 WL 3277107, at *2 (D.N.J. Aug. 9, 2012) (quoting Phillips, 515 F.3d at 236).

II. DISCUSSION

Defendant moves for judgment on the pleadings on the basis that (1) the SAR’s assignment

and release provision bars Plaintiff from bringing claims against St. Paul and (2) the New Jersey

statutes of limitations on Plaintiffs claims have run such that her claims are untimely. (MJP at 13—

37.) Plaintiff opposes both bases for judgment on the pleadings, arguing (1) St. Paul did not validly

assign its obligations to FEC and (2) her claims are not time barred. (Opp. at 16-39.)

Here, accepting the factual allegations in the light most favorable to Plaintiff, both the

assignment and the statute of limitations issues require additional discovery, and issues of material

fact remain. As such, it is premature to consider dismissal at this preliminary stage.’ The Court’s

analysis follows.

The Court also notes that, in its Counterclaim, Defendant seeks a declaratory judgment that Plaintiff’ s

claims are barred in their entirety, and for compensatory damages for Plaintiffs breach of the SAR’s release

clause by bringing this and past legal complaints. (MJP at 39.) Plaintiff responds that she has not violated

any provision of the SAR and that a declaratory judgment against her would be inappropriate as “Plaintiff

is the party who has suffered loss and damage as a result of St. Paul’s refusal to pay as required under the

[SAR].” (ECF No. 20 ff 45-56.) Defendant’s counterclaim is similarly not ripe for judgment at this stage

of the proceedings. See Lexington Ins. Co. v. W. Pennsylvania Hosp., 423 F.3d 318 (3d Cir. 2005) (affirming

the trial court’s grant of an insurer’s motion for a declaratory judgment concerning its duty to indemnify at

the summary judgment stage); Westfield Ins. Co. v. Chico, No. 15-116, 2016 WL 4548444, at *1 (N.D.W.

Va. Aug. 31, 2016) (determining at summary judgment whether contractual language meant an insurer did

not cover specific claims at issue); see also ProCentury Ins. Co. v. Harbor House Club Condo. Ass’n, Inc.,

652 F. Supp. 2d 552, 557 (D.N.J. 2009) (characterizing an insurer seeking declaratory judgment at the

6g

A. ASSIGNMENT

The initial terms of the settlement were entered into the record in the 1982 Action on June

22, 1984. (Prior Op. at 2.)® In the executed SAR, the parties agreed that Defendant was authorized

to make periodic payments “through the purchase of a financial vehicle” which included an annuity

policy from ELNY, (Compl. { 23.) One week prior to Plaintiff signing the SAR, on July 24, 1984,

Defendant signed an ELNY application for creation of an immediate annuity to fund the settlement

payments. (ECF No. 12 at 12.) ELNY issued the annuity on July 26, 1984. (/d.) Later that week,

Defendant and FEC signed an assignment, referred to by the parties as the “Qualified Assignment”

where Defendant, as assignor, purported to assign FEC its “liability... to make periodic payments

in the amounts and at the times set forth” in the schedule of payments agreed upon by the parties.

Ud. at 12-13 (citing ECF No. 12-5).) On the same day, Defendant executed a document titled

“Absolute Assignment” transferring ownership of the ELNY annuity to FEC. (/d. at 13.)

Defendant paid $1,000 for the assignment. (/d.) Plaintiff ultimately signed the SAR on August 3,

1984. (Opp. at 3.)

Defendant argues that the SAR allowed it to “assign its duties and obligations” with respect

to future payments to Plaintiff, and thus its obligations were entirely discharged after the SAR’s

execution in September 1984, (MJP at 5.) According to Defendant, “even before the SAR was

signed, [Defendant] had satisfied the requirements for Plaintiffs ‘full discharge and release of the

duties and obligations of St. Paul.’” Ud. at 7.) Defendant contends that the Qualified Assignment

was made pursuant to Section 130 of the Internal Revenue Code, 26 U.S.C. § 130, which

motion to dismiss stage as “put[ting] the proverbial cart before the horse” as the Court could not yet rule

on the underlying facts that would support such a judgment).

8 The parties dispute the extent that the final SAR comported with the terms related to the court. (MJP at

35; Opp. at 26.)

“authorized ‘qualified assignments’ of periodic payment obligations in order to promote use of

structured settlements to resolve tort claims... arising from personal physical injuries.” (/d. at 7—

8.)

Plaintiff responds that Defendant’s assignment of obligations to FEC was invalid. (Opp. at

23-37.)° First, Plaintiff argues that the SAR is a complete and binding contract in and of itself, and

thus Defendant cannot bring in parol evidence in order to “explain unambiguous terms” in the

SAR. Ud. at 23.) Next, Plaintiff contends that Defendant attempts to convert the Qualified

Assignment into an enforceable contract through a factually and legally flawed theory of

incorporation by reference into the SAR. (/d. at 25-26.) Plaintiff argues that, among other issues,

Defendant could not have assigned its obligations under the SAR because the SAR had not yet

been signed or executed by Plaintiff on the date that both the Qualified Assignment and Absolute

Assignment were executed. (/d. at 27.) Further, Plaintiff avers that such a contract required the

relevant settlement agreement to be attached, which it could not have been given that the SAR had

not yet been executed. (/d. at 30-31.)

Plaintiff also raises an argument that the Qualified Assignment itself was “illusory” due to

particular contract language “unique” to FEC assignments that differs in meaningful ways from

the sample qualified assignments from organizations such as the National Structured Settlement

Trade Association. (/d. at 8, 33.) Under Plaintiff's framing, the Qualified Assignment language

“sranted [FEC] a future defense to any liability, [and thus] no consideration flowed” from FEC.

(Ud. at 37.) Plaintiff relies on the Georgia state court decision Abate v. NGM Insurance Company,

No. 2014-1765, 2022 WL 20439160, at *1 (Ga.State Ct. Mar. 31, 2022) which examined the FEC

As a structural matter, Plaintiff clarifies that its position is that the SAR, the Qualified Assignment, and

the Absolute Assignment are three separate contracts with separate parties and must be treated as such.

(Opp. at 23.)

assignment clause at issue at the summary judgment phase and found it lacking.'° (/d. at 14, 32-

39.)

At this preliminary stage of the proceedings, the Court relies on the pleadings, as it must,

and construes all ambiguous facts in favor of the Plaintiff. Syacsort Inc., 50 F.Supp.2d at 324.

However, in deciding a motion for judgment on the pleadings, the court can also consider

documents integral to or explicitly relied upon in the pleadings and particularly in contract actions

can review the underlying contracts. See Enrunda Trading Co. v. MTM Trading LLC, No. 17-

3763, 2018 WL 11241079, at *4n.6 (D.N.J. Mar. 29, 2018); see also In re Burlington Coat Factory

Sec. Lit., 114 F.3d 1410, 1426 (3d Cir.1997). Here, the Court has reviewed the SAR, the Qualified

Assignment, and the Absolute Assignment, as well as the undisputedly authentic transcript from

the June 22, 1984 on-the-record conference with the court in the 1982 Action during which the

initial settlement terms were placed on the record (attached to ECF No. 12 as Ex. A). (Prior Op. at

2; ECF No. 20 ¥ 6.)

“The purpose of judgment on the pleadings is to dispose of claims where the material facts

are undisputed and judgment can be entered on the competing pleadings and exhibits thereto, and

documents incorporated by reference.” Venetec Int’l, Inc. v. Nexus Med., LLC, 541 F. Supp. 2d

612, 617 (D. Del. 2008). The Court finds that Plaintiff has sufficiently alleged facts that

Defendant’s assignment was invalid. Questions of contract interpretation and analysis of the

validity of assignments in structured settlement cases are typically left to the summary judgment

posture of proceedings rather than the motion to dismiss stage. See, e.g., Shaw v. United States,

Plaintiff acknowledges the Court of Appeals of Georgia reversed the trial court’s holding related to the

“illusory” nature of the FEC assignment. See NGM Ins. Co. v. Abate, 367 Ga. App. 419, 425 (2023),

reconsideration denied (Mar. 30, 2023). Counsel for plaintiff applied for certiorari to the Georgia Supreme

Court, but the case settled before that court ruled. (Opp. at 39.) Plaintiff argues this court should still be

informed by the Georgia State Court’s analysis.

900 F.3d 1379, 1382 (Fed. Cir. 2018) (collecting cases where the federal government’s obligations

to structured settlement annuitants impacted by the ELNY restructuring were determined at the

summary judgment phase); Bowman Transp., Inc. v. Heinsohn, 72 F.3d 126 (4th Cir. 1995)

(reviewing the trial court’s determination at the summary judgment phase that the settlement

agreement was unambiguous and fully integrated); Abate, 367 Ga. App. at 419 (affirming the trial

court’s finding at the summary judgment phase that defendant still had liability to plaintiff by the

terms of the settlement agreement and reversing the trial court’s determination that the terms of

the assignment were illusory); Thornton v. Hubill, Inc., 571 N.W.2d 30, 31 (owa Ct. App. 1997)

(reviewing the trial court’s grant of summary judgment motion against plaintiff on a dispute

regarding his FEC annuity pursuant to a settlement agreement); cf Yerkes v. Cessna Aircraft Co.,

No. 14-05925, 2015 WL 3903569, at *2 (D.N.J. June 25, 2015) (granting a motion to dismiss

where plaintiff admitted assignment was “properly executed” and plaintiff was a signatory). At

this stage of litigation, there are issues of material fact, and as such, it is not ripe for dismissal. See

e.g., Pennsylvania Nat’l Mut. Cas. ns. Co. v. Zonko Builders, Inc., No. 21-437, 2021 WL 4061564,

at *12 (D. Del. Sept. 7, 2021) (denying a motion for judgment on the pleadings vwihere the court

could not determine on the face of the pleadings if rights had been assigned to a party).

Here, Plaintiff has sufficiently demonstrated fact-sensitive questions regarding the validity

of the assignment to FEC, including questions regarding the process by which the assignment was

conducted and its incorporation into the SAR, to merit further exploration in discovery. Venetec

Inc., 541 P. Supp. 2d at 622 (denying a motion for partial judgment on the pleadings because

the present stage of the litigation the court cannot reach [the] conclusion” that there are no

material issues of fact); see also Dovale v. Marketsource, Inc., No. 05-2872, 2006 WL 2385099,

at *6 (D.N.J. Aug. 17, 2006) (“‘all allegations of the moving party which have been denied by the

1n

non-moving party must be taken as false’) (quoting Menifee v. Rexam, Inc., No. 7522, 2005 WL

2230257, at *2 (N.D. Ohio Sept. 13, 2005)).

In particular, Plaintiff raises factual questions regarding the timing of the Qualified

Assignment, the validity of Defendant’s ability to assign those rights at the time of execution, and

whether the subsequent incorporation by reference of the Qualified Assignment into the SAR was

proper. Such questions are fact-sensitive and cannot be adjudicated at this preliminary stage of the

proceedings. Wishnefsky v. Sommers, No. 96-7964, 1997 WL 148582, at *1 (E.D. Pa. Mar. 21,

1997) (“[A] court may only grant [a Rule 12(c)] motion if it is beyond doubt that the non-movant

can plead no facts that would support his claim for relief.’”).

B. STATUTE OF LIMITATIONS

The question of the applicable statute of limitations is similarly not yet ripe for

determination. “Generally speaking, it is inappropriate to consider an affirmative defense such as

the statute of limitations under Rule 12(c).” Nat’! Pool Const., Inc., 2012 WL 3277107, at *2; see

also Voicheck v. Ford Motor Co., No. 12-6534, 2013 WL 1844273, at *1 n.3 (E.D. Pa. May 2,

2013). A district court may only “take into consideration an affirmative defense if such a defense

‘presents an insuperable barrier to recovery by the plaintiff.’” /d. (quoting Flight Sys. v. Elec. Data

Sys. Corp., 112 F.3d 124, 127 (3d Cir. 1997)). In such a case, “[t]his defect in the plaintiff's claim

must ‘appear on the face of the pleading.’” Jd. (quoting Continental Collieries v. Shober, 130 F.2d

631, 635-36 (3d Cir.1942)),

Plaintiff makes multiple arguments on a variety of bases for why this Court should not

dismiss on the issue of the statute of limitations. (Opp. at 16-22.) Principally, Plaintiff argues that

St. Paul did not breach the SAR until August 2013, when the first partial payment was made, and,

additionally, if partial payments are applied to the oldest deficiencies first, then Plaintiff does not

17

suffer a shortfall until July 2019. Ud. at 16-17 (citing L&B 57th Street, Inc. v. E.M Blanchard,

Inc., 143 F.3d 88, 91 (2d Cir. 1998); In re American Paper Co., 255 F. 121, 124 (D.N.J., 1919)).)

Plaintiff further argues that under New Jersey law each partial payment is a separate breach and a

separate cause of action, and that Defendant improperly relies on a theory of anticipatory breach.

(Id. at 19- 20.)""

Defendant argues this action is subject to New Jersey’s six-year statute of limitations for

breach of contract actions where the contract is not under seal. (MJP at 14-17.) In the alternative,

Defendant argues that even if the contract was under seal, the sixteen-year statute of limitations

has expired because Plaintiff's argument lies in a breach that occurred in 1984, when the SAR was

signed and executed. (7d. at 19.) Defendant avers that caselaw regarding recurring breach does not

apply where, as here, defendant “‘deliberately repudiate[ed]’ the future payment obligation” (ECF

No. 86 at 2 (quoting R.C. Beeson, Inc. vy Coca Cola Co., 337 Fed. App’x. 244 (3d Cir. 2009)).)

Defendant further contends that Plaintiff is wrong on both the law and facts of the doctrine of

anticipatory breach. (/d. at 4.) Finally, Defendant disagrees on both the facts and the law behind

Plaintiff's theory of reallocating partial payments to previous shortfalls, and the impact of such a

theory on a statute of limitations argument. (/d. at 6.)

As a general matter, fact sensitive disputes over the applicable statute of limitations and

when it shall be triggered are properly adjudicated at a later stage of litigation with the parties

having had the benefit of discovery rather than in a motion for judgment on the pleadings. See,

e.g., Schmidt v. Skolas, 770 F.3d 241, 252 (3d Cir. 2014)) (finding the district court’s dismissal on

the statute of limitations “was not appropriate at the motion to dismiss stage” because such a

" At this time, the Court need not reach Plaintiff’s additional arguments relating to the applicability of the

Yerkes’ court’s determination of the applicable statute of limitations or the question of whether the SAR

was under seal.

19

dismissal “effectively required [plaintiff] to plead around an affirmative defense in his complaint);

Barefoot Architect, Inc. v. Bunge, 632 F.3d 822, 835 (3d Cir. 2011) (vacating dismissal by the

district court because the pleading did not reveal when the limitations period began to run, and

thus “the statute of limitations cannot justify Rule 12 dismissal’); Northview Motors, Inc. v.

Chrysler Motors Corp., 227 F.3d 78, 85 (3d Cir. 2000) (reviewing district court’s application of

statutes of limitations at the summary judgment stage); Sun v. Han, No. 15-703, 2015 WL

9304542, at *18 (D.N.J. Dec. 21, 2015) (denying dismissal under Rule 12 because there remained

a factual dispute as to whether Plaintiff’s claims were “necessarily time-barred.”)

Courts in the Third Circuit frequently determine the application of statutes of limitations

in disputes related to insurers at the summary judgment stage of proceedings. See, e.g., Kucera □□

Metro. Life Ins. Co., 719 F.2d 678, 679 (3d Cir. 1983) (reviewing the trial court’s grant of summary

judgment based on the statute of limitations); Foster v. Alexander & Alexander Servs. Inc., No.

91-1179, 1995 WL 27447, at *2 (E.D. Pa. Jan. 23, 1995) (“It is appropriate for the court to

adjudicate a statute of limitations defense on a motion for summary judgment”); cf’ Hammersmith

v. TIG Ins. Co., 480 F.3d 220, 242 (3d Cir. 2007) (reviewing the trial court’s adjudication of a

motion for summary judgment determining insurer liability where the issue turned on timely

notification); but cf: Beaman v. Bank of Am., N.A., No. 21-20561, 2024 WL 3219224, at *28-29

(D.N.J. June 28, 2024) (granting in part a motion to dismiss where the parties agreed on the

applicable statute of limitations and the continuing violations doctrine did not apply).

At this preliminary stage of the proceedings the Court accepts all facts as alleged by

Plaintiff as true. Doe v. Princeton Univ., 30 F.4th 335, 340 (3d Cir. 2022) (“[A] court must ‘accept

all factual allegations in the complaint as true and view them in the light most favorable to the

plaintiff.””’) (quoting Umland vy. PLANCO Fin. Servs., Inc., 542 F.3d 59, 64 d Cir. 2008)). On

12

the face of the pleadings, Plaintiff has sufficiently alleged facts that show the questions of which

statute of limitations applies and when such is triggered are fact-sensitive, and rely on threshold

determinations regarding the contracts at issue in this case. See Jablonski, 863 F.2d at 290

(“[JJudgment will not be granted unless the movant clearly establishes that no material issue of

fact remains to be resolved.) (internal citations and quotation marks omitted); see also Bruce v.

City of Pittston, Pennsylvania, No. 23-00711, 2023 WL 6609023, at *5 (M.D. Pa. Oct. 10, 2023),

appeal dismissed sub nom. Bruce y. City of Pittston, No. 23-3081, 2024 WL 2350645 (3d Cir. Apr.

2, 2024) (dismissing a complaint under Rule 12(c) where it was “well established” what statute of

limitations should be applied to plaintiffs claim); see also TIAA-CREF Large-Cap Growth Fund

v. Allergan PLC, No. 17-11089, 2021 WL 4473156, at *7 (D.N.J. Sept. 30, 2021) (finding that

fact-sensitive inquiries as to when statutes of limitations should begin tolling are “‘not appropriate

at this early stage of the proceedings’”) (quoting Cal. Pub. Emps’ Ret. Sys. v. Chubb Corp., No.

00-4285, 2002 WL 33934282, at *25—-26 (D.N.J. June 26, 2002)). !

‘In addition, the factual question of whether there was an anticipatory breach generally as a

matter of New Jersey law is not one that should be adjudicated at a motion for judgment on the

pleadings. See Ready & Motivated Minds, LLC v. Ceridian Corp., No. 10-1654, 2011 WL 831776,

at *5 (D.N.J. Mar. 2, 2011) (declining to rule on an argument concerning anticipatory breach and

2 In the Third Circuit, in order to avoid dismissal on a motion for judgment on the pleadings on the basis

of a statute of limitations, “all that is necessary is that a plaintiff pleads the applicability of an equitable

doctrine.” Nat’l Pool Const., Inc., 2012 WL 3277107, at *2 (citing Oshiver y. Levin, Fishbein, Sedran &

Berman, 38 F.3d 1380, 1391 (3d Cir.1994)). “[E]ven if the original complaint does not sufficiently plead

the applicability of an equitable doctrine, a plaintiff should be afforded an opportunity to amend its

pleadings.” Jd. (internal citations omitted). Although Plaintiff did not explicitly make such an argument

here, it is clear that plaintiff must be given the opportunity to do so under the liberal amendment provisions

in Rule 15(a). /d. (“[Blefore dismissing a complaint under Rule 12(c), ‘a district court must permit a curative

amendment, unless an amendment would be inequitable or futile.’”) (quoting Phillips, 515 F.3d at 236.)

Accordingly, even if the Court were to grant the motion for judgment on the pleadings on the statute of

limitations argument, it would be an exercise in futility and an inefficient waste of the parties’ and court’s

time and resources, as Plaintiff would almost certainly amend the complaint to add the required argument.

1A

a statute of limitations at the motion to dismiss stage because “[s]uch a determination is a matter

of contractual interpretation and requires further factual development”); § 1368 Judgment on the

Pleadings—Practice Under Rule 12(c), 5C Fed. Prac. & Proc. (Wright & Miller), Civ. § 1368 (3d

ed.) (“Although [a Rule 12(c)] motion may be helpful in disposing of cases in which there is no

substantive dispute that warrants the litigants and the court proceeding further... hasty or

imprudent use of this summary procedure by the courts violates the policy in favor of ensuring to

each litigant a full and fair hearing on the merits of his or her claim or defense.”)

Thus, the Court denies Defendant’s Motion for Judgment on the Pleadings on the basis of

the statute of limitations.

□□

IV. CONCLUSION

For the reasons set forth above, Defendant’s Motion for J udgmentof the Pleadings, (ECF

No. 84), is DENIED. An appropriate Order accompani E this opinigh /

UNITED STATES DisTRICL J upcE

Dated: July 19, 2024 seen

1G