Soni

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

RUPAL SONI,

Plaintiff, Case No. 25 cv 4863

v. Honorable Sunil R. Harjani

PAUL M. ANGELL FAMILY

FOUNDATION, AND PAUL M. ANGELL

FAMILY FOUNDATION 403(B) PENSION

PLAN,

Defendants.

MEMORANDUM OPINION AND ORDER

Rupal Soni alleges that she was discriminated and retaliated against by her employer,

Defendant Paul M. Angell Family Foundation (Foundation), and ultimately terminated based on

her race. In addition to those claims, Soni alleges that the Foundation and Paul M. Angell Family

Foundation 403(b) Pension Plan (Plan) breached their fiduciary duties in violation of ERISA.

Presently before the Court is Defendants’ partial motion to dismiss the ERISA count, arguing that

Plaintiff failed to exhaust her administrative remedies, failed to sufficiently allege an ERISA

breach of fiduciary duties claim, and that her claims are time-barred. [26]. For the reasons stated

below, the motion to dismiss [26] is denied.

Background

Soni was an employee of the Foundation from January 2016 until her termination in

November 2023. [22] ¶¶ 11, 88. She brings several counts related to her termination, including

discrimination and retaliation based on race, and a single count of breach of fiduciary duties in

violation of ERISA. The current motion to dismiss only relates to the ERISA claim (Count Six).

[26].

Relevant to this motion, Plaintiff alleges that the Foundation is the plan administrator of

the Plan and that Charles Schwab was the sole vendor eligible to accept ongoing contributions.

[22] ¶¶ 5, 6, 16, 18. When she became eligible to join the Plan, Plaintiff completed the

authorization forms to contribute the maximum amount allowed by the IRS. Id. ¶ 19. Over the next

several months, Plaintiff asked Michael Angell, the Foundation’s Treasurer and a Plan

Administrator, and Kim Van Horn (her supervisor and the only other employee of the Foundation)

how to invest her retirement contributions, but did not receive an answer. Id. ¶ 20. So, she went to

a local branch of Charles Schwab in October 2016 seeking assistance. Id. ¶ 21. There, a Charles

Schwab representative assisted her in accessing her account and allocated her contributions to an

age-appropriate target-date investment fund because it was low-cost and she wanted to “set and

forget” her investment. Id. ¶ 22. During this visit, Plaintiff was informed that the Plan structure did

not allow for direct access without the express approval of Michael Angell. Id. ¶ 23. From July 1,

2016, through November 15, 2023, Plaintiff contributed $138,332.44 to her individual Plan

account, and the Foundation made an additional $30,554.52 in “matched” and $38,128.99 in

“unmatched” contributions to her individual Plan account. Id. ¶ 26. Plaintiff alleges that the

Foundation failed to send her the required annual notices and other required disclosures, and she

believes that they were sent to Michael Angell at his home address. Id. ¶ 27. She also did not

receive any individual account balance statements from Charles Schwab, which she also believes

were sent to Angell at the Plan’s request. Id. ¶ 28.

After her termination, Plaintiff transferred her Plan account balance to a personal

retirement account and discovered that none of the contributions she or the Foundation made to

her individual Plan account (besides the one in 2016) were invested in any funds. Id. ¶ 91. Plaintiff

asked Charles Schwab about this and was informed, for the first time, that the Plan required her to

separately allocate every contribution made to her individual Plan account at the time that

contribution was made. Id. ¶ 92. This requirement was not disclosed to her at the time of her

enrollment or during her employment. Id. Plaintiff alleges that the Plan’s Summary Plan

Description contains the following provision:

How will my account balances be invested if I do not make an investment election?

If you do not make an investment election, your account balances will be placed in

investments selected by the Plan Administrator.

Id. ¶ 94. Yet, contrary to this language, the Plan Administrator did not place any of the unallocated

portions of Plaintiff’s account balances into an investment fund. Id. ¶ 95. Plaintiff alerted Wendy

Vendel and Jim Angell to this on December 2, 2023, and her attorney raised the issue with the

Foundation on January 12, 2024. Id. ¶¶ 97, 98. She had no success in this endeavor and

subsequently filed suit.

Legal Standard

“A motion under Rule 12(b)(6) tests whether the complaint states a claim on which relief

may be granted.” Richards v. Mitcheff, 696 F.3d 635, 637 (7th Cir. 2012). Under Rule 8(a)(2), a

complaint must include only “a short and plain statement of the claim showing that the pleader is

entitled to relief.” Fed. R. Civ. P. 8(a)(2). To survive a Rule 12(b)(6) motion, “a complaint 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)). This pleading standard does not necessarily require a complaint to contain

detailed factual allegations. Twombly, 550 U.S. at 555. Rather, “[a] claim has facial plausibility

when the plaintiff pleads factual content that allows the court to draw the reasonable inference that

the defendant is liable for the misconduct alleged.” Adams v. City of Indianapolis, 742 F.3d 720,

728 (7th Cir. 2014) (quoting Iqbal, 556 U.S. at 678). The allegations “must be enough to raise a

right to relief above the speculative level.” Twombly, 550 U.S. at 555. When deciding a motion to

dismiss under Rule 12(b)(6), the court accepts as true all factual allegations in the complaint and

draws all inferences in favor of the plaintiff. Heredia v. Capital Mgmt. Services, L.P., 942 F.3d 811,

814 (7th Cir. 2019). At the same time, a complaint must consist of more than “threadbare recitals

of the elements of a cause of action, supported by mere conclusory statements[.]” Iqbal, 556 U.S.

at 678 (quoting Twombly, 550 U.S. at 555).

Discussion

Defendants seek to dismiss Plaintiff’s ERISA claim because she failed to exhaust her

administrative remedies or plead a circumstance that would excuse her failure. Defendants also

argue that she failed to sufficiently allege they breached their fiduciary duties and that her lawsuit

is time-barred.

I. Exhaustion

Defendants’ opening argument for why the First Amended Complaint should be dismissed

is Plaintiff’s purported lack of exhaustion of her administrative remedies. A plaintiff’s failure to

exhaust administrative remedies is an affirmative defense that she need not anticipate in her

complaint, and can only be a basis for dismissal if the plaintiff pleads herself out of court “by

alleging facts that are sufficient to establish the defense.” Hollander v. Brown, 457 F.3d 688, 691

n.1 (7th Cir. 2006). Here, Plaintiff alleged that she did not exhaust her administrative remedies and

that she did not have to exhaust them. [22] ¶ 101.

Since an ERISA plaintiff needs only exhaust available remedies, the Seventh Circuit

recognizes two circumstances in which a failure to exhaust may be excused: (1) where there is a

lack of meaningful access to review procedures, or (2) where pursuing internal plan remedies

would be futile. Schorsh v. Reliance Standard Life Ins. Co., 693 F.3d 734, 739 (7th Cir. 2012).

Plaintiff alleges that there was no process under the Plan by which she could exhaust her breach

of fiduciary duty claims. [22] ¶ 101. Defendants respond that the Plan provided a method by which

she could file a claim, but she did not do so. [26] at 9. In support of this, Defendants point to the

Summary Plan Description, which has a process for making and appealing a claim. Id. Plaintiff

contends that the Summary Plan Description provides a method for filing a claim for benefits and

any adverse benefit determinations, which does not include a procedure to exhaust a claim for

breach of fiduciary duties. [29] at 8; [22] ¶ 101. The Summary Plan Description1 provides, under

the Claim Procedures section:

Application for Benefits. You or any other person entitled to benefits from the Plan

(a “Claimant”) may apply for such benefits by completing and filing a claim with

the Plan Administrator. Any such claim must be in writing and must include all

information and evidence that the Plan Administrator deems necessary to properly

evaluate the merit of, and to make any necessary determinations, on a claim for

benefits. The Plan Administrator may request any additional information necessary

to evaluate the claims.

…

1 The Court can consider the Summary Plan Description because Plaintiff discusses the Summary Plan

Description throughout the Amended Complaint, and because it is central to Plaintiff’s claims. See Mueller

v. Apple Leisure Corp., 880 F.3d 890, 895 (7th Cir. 2018) (Describing the “liberal” rule for considering

documents attached to a motion to dismiss “if they are referred to in the plaintiff’s complaint and are central

to [her] claim.”).

Content of Notice of Denied Claim. If a claim is wholly or partially denied, the Plan

Administrator will provide the Claimant with a written notice identifying (1) the

reason or reasons for such denial, (2) the pertinent Plan provisions on which the

denial is based, (3) any material or information needed to grant the claim and an

explanation of why the additional information is necessary, and (4) an explanation

of the steps that the Claimant must take if they wish to appeal the denial, including

a statement that the Claimant may bring a civil action under ERISA.

[26-1] at 13–14. The language of the claim procedure applies to claims for, and denials of, benefits,

without any reference to claims for breach of fiduciary duties, which is what Plaintiff alleged here.

Taking this allegation as true, this shows a lack of access to a review procedure because there was

no available process for her to raise her breach of fiduciary duty claim. As other courts have found,

when a plan’s review procedure is only for claims for benefits and not for claims of breach of

fiduciary duties, then a Plaintiff does not need to exhaust the administrative remedies. See Baird v.

Steel Dynamics, Inc., 2024 WL 3983741, at *3 (N.D. Ind. Aug. 29, 2024) (“According to Plaintiffs,

this language limits the claims review process to ‘claims for benefits,’ which does not include

breach of fiduciary duty claims or claims for Plan-wide relief.”); Gaylor v. Donald B. MacNeal,

Inc., 1996 WL 224566, at *3 (N.D. Ill. May 1, 1996) (finding the court did not need to resolve the

exhaustion issue when, as alleged, the plan did not provide any procedures for those types of

claims).

Further, Plaintiff alleged that she alerted the Director of Operations, Wendy Vendel, and its

Board President, Jim Angell, of the issue on December 2, 2023. [22] ¶ 97. Then, in her response

to Defendants’ motion, she included an email from Jim Angell notifying her that the Foundation

made all required payments and that “We consider this matter closed.” [29-1].2 Plaintiff argues

that this shows that Defendants did not provide her with the proper notice of adverse action as

required by the Summary Plan Description, nor did they suggest that her request did not constitute

a formal claim. [29] at 9. Defendants argue that Plaintiff’s email does not establish that she filed a

“formal claim” and that she cannot establish that an appeal within the process would be futile to

the degree that there is no doubt how it would end. [33] at 13. But Plaintiff’s allegations show, at

least at this stage in the litigation, that she lacked meaningful access to review procedures. In

response to her submissions about her claim, the Foundation’s Board President responded, without

providing the information required in a notice of denial, with: “We consider this matter

closed.”[29] at 9. Therefore, Plaintiff has not pled herself out of court, and the motion to dismiss

on failure to exhaust grounds is denied.

II. Breach

Next, Defendants argue that Plaintiff failed to sufficiently plead a claim for breach of

fiduciary duties. To state a claim for breach of fiduciary duty, Plaintiff must establish “(1) that the

defendant is a plan fiduciary; (2) that the defendant breached its fiduciary duty; and (3) that the

2 Defendants argue the Court should not consider this email because Plaintiff did not include it in her

Amended Complaint. However, “[m]aterials or elaborations in [a] brief opposing dismissal may be

considered, so long as those materials or elaborations are ‘consistent with the pleadings.’” Heng v. Heavner,

Beyers & Mihlar, LLC, 849 F.3d 348, 354 (7th Cir. 2017) (quoting Geinosky v. City of Chi., 675 F.3d 743,

745 n.1 (7th Cir. 2012)). As this email, and Plaintiff’s arguments in her opposition brief, are consistent with

her allegations in the Amended Complaint, the Court will consider them.

breach resulted in harm to the plaintiff.” Albert v. Oshkosh Corp., 47 F.4th 570, 579 (7th Cir. 2022)

(quoting Allen v. GreatBanc Tr. Co., 835 F.3d 670, 678 (7th Cir. 2016)).

The crux of Plaintiff’s breach argument comes down to who was responsible for investing

the funds once they were placed into her account with Charles Schwab. Plaintiff alleges the funds

should have been directed into either the target-date investment fund she selected or that the

Foundation should have invested the unallocated funds in an appropriate investment fund. [22] ¶

125. While Defendants frame Plaintiff’s allegations as a clerical mistake by a Charles Schwab

employee in 2016, the central issue is that her funds were repeatedly left unallocated. Id. ¶ 95.

Defendants argue that Plaintiff’s interpretation of the Plan documents is wrong and that their duty

ended with ensuring the funds were deposited into her account. The provision central to this dispute

in the Plan’s Summary Plan Description provides:

How will my account balances be invested if I do not make an investment election?

If you do not make an investment election your account balances will be placed in

investments selected by the Plan Administrator.3

The addition of this language to the Plan documents creates an unusual obligation for the

Plan Administrator. But “[t]o a degree unusual in the law, ERISA focuses on following written

plan documents, regardless of other evidence.” Su v. Johnson, 68 F.4th 345, 351 (7th Cir. 2023).

“ERISA requires fiduciaries to ‘discharge [their] duties ... in accordance with the documents and

instruments governing the plan.’” Id. at 352 (quoting 29 U.S.C. § 1104(a)(1)(D)). In Su, the plan

at issue required the defendant to act at the direction of the administrator, but despite this

requirement, the defendant often acted at her own direction and unilaterally withdrew funds from

the plan without consulting the administrator. Id. Therefore, it was undisputed that the “defendants

violated their duty to act ‘in accordance with the documents and instruments governing’ the plan.”

Id. (quoting 29 U.S.C. § 1104(a)(1)(D)). Similarly, in Gardner-Keegan v. W.W. Grainger, Inc., the

defendants argued that the plaintiffs failed to plausibly allege that the plan committee failed to

comply with the plan based on the defendant’s interpretation of their obligations, while the

plaintiffs disagreed with that interpretation. 2026 WL 194772, at *6 (N.D. Ill. Jan. 26, 2026). The

court found that the language in the plan was unambiguous and the term “shall be utilized”

establishes an obligation to “pay reasonable administrative expenses of the Plan and to restore

Accounts for a Plan Year.” Id. at *7. Therefore, the plaintiff’s allegation that the plan committee

failed to do so sufficiently alleged a failure to follow the language of the plan. Id.

As in Su and Gardner-Keegan, the issue here is whether Defendants breached their

fiduciary duties by failing to act in accordance with the Plan documents. Viewing the allegations

in the light most favorable to Plaintiff, her allegation that the plan documents place an obligation

on Defendants to invest the unelected funds is plausible based on the plain text of the plan.

Therefore, Defendants’ motion to dismiss is denied.

3 [22] ¶ 94.

III. Ancillary Arguments

Lastly, Defendants raise a series of scatter-shot arguments about why Plaintiff’s ERISA

claim is insufficiently pled. [26] at 10–14. Largely, these arguments fail because they take a narrow

view of the Plaintiff’s allegations as only alleging a breach by Charles Schwab, but, as discussed

above, Plaintiff alleges a breach because of Defendants’ own actions or failure to act. Defendants’

other arguments are perfunctory and therefore waived. Gross v. Town of Cicero, Ill., 619 F.3d 697,

704 (7th Cir. 2010) (“[I]t is not this court’s responsibility to research and construct the parties’

arguments, and conclusory analysis will be construed as waiver.”) (cleaned up); Lewis v. Mills,

677 F.3d 324, 332 (7th Cir. 2012) (“Unsupported and underdeveloped arguments are waived.”)

(cleaned up). Even so, a few of Defendants’ arguments merit a brief discussion.

Defendants contend that Plaintiff’s claim should be dismissed because her allegations are

outside the 6-year statute of limitations. Defendants argue the only breach alleged in the Amended

Complaint is the failure by Charles Schwab (who is not a defendant here) in 2016 to follow her

instructions about how she wanted the account set up. [26] at 10. But this interpretation is too

narrow a reading of Plaintiff’s allegations. While Plaintiff alleges that she went to Charles Schwab

in 2016 and made that initial investment fund election, she also alleges that, per the Plan

Documents, if she did not make investment elections—as occurred with all of her contributions

after she met with Charles Schwab—the Plan Administrator would select an investment. Plaintiff

alleges this did not happen and that is the basis for her breach of fiduciary duties claim. Plaintiff

then alleges that this repeated failure to invest her funds continued until her termination in

November 2023, which is well within the 6-year statute of limitations from when this case was

filed on May 2, 2025. Sidney Hillman Health Ctr. of Rochester v. Abbott Lab’ys, Inc., 782 F.3d

922, 928 (7th Cir. 2015) (“As long as there is a conceivable set of facts, consistent with the

complaint, that would defeat a statute-of-limitations defense, questions of timeliness are left for

summary judgment (or ultimately trial), at which point the district court may determine compliance

with the statute of limitations based on a more complete factual record.”). Therefore, while

Defendants can dispute whether this conduct is a breach, it is plausibly alleged to be within the

statute of limitations, and Plaintiff’s claims are not time-barred.4

Defendants also argue that they had no knowledge or control over Charles Schwab’s

conduct or actions and cannot be held liable for its mistakes. Plaintiff responds that the Foundation

is responsible for Charles Schwab’s actions because it appointed Schwab and it is a co-fiduciary.

But, like Defendants’ other arguments, this ignores that the Amended Complaint alleges a series

of violations from the Foundation’s own conduct, not merely a single event in 2016. Further, as

alleged in the Amended Complaint, the Foundation has a duty to monitor those it appoints to

administer the plan and “cannot escape liability by passing the buck to another person and then

turning a blind eye.” Howell v. Motorola, Inc., 633 F.3d 552, 573 (7th Cir. 2011). As alleged, it is

plausible that this duty to monitor would apply to Charles Schwab. Plaintiff also alleges

Defendants’ knowledge of the uninvested funds based on their receipt of annual notices, required

4 The question remains whether—if the breach was Defendants failing to invest the post-2016

contributions—that conduct can reach the actions of Charles Schwab in 2016, which is otherwise outside

the 6-year statute of limitations. 29 U.S.C. § 1113 (1). But as neither party argued or briefed this issue, the

Court will not consider it today.

disclosures, and balance statements for Plaintiff’s account. [22] 9] 27, 28. Therefore, Defendants’

arguments go to the merits of the Plaintiff’s allegations, which this Court must accept as true at

this stage, and cannot form the basis for a motion to dismiss.

Lastly, Defendants argue that the ERISA claim must be dismissed because Plaintiff cannot

bring a claim under Section 502(a)(2) in her individual capacity. Plaintiff does not directly respond

to this argument, but her complaint brings claims under Sections 502(a)(2) and 502(a)(3). “[A]

participant in a defined contribution plan may bring a § 502(a)(2) action for breach of fiduciary

duty as to an individual account.” Peabody v. Davis, 636 F.3d 368, 373 (7th Cir. 2011) (citing

LaRue v. DeWolff, Boberg & Assocs., Inc., 552 U.S. 248, 256 (2008)). Further, at this stage in the

litigation, Plaintiff can seek alternative equitable relief under Section 502(a)(3), which, as she

alleges, would be unavailable under Section 502(a)(2). Smith v. Med. Benefit Adm’rs Grp., Inc.,

639 F.3d 277, 283 (7th Cir. 2011) (“Tt is this provision of ERISA that permits a participant to obtain

relief for a breach of fiduciary duty on behalf of himself as opposed to the plan.”). Therefore, this

is not a basis to dismiss the complaint.

Conclusion

For the above reasons, Defendants’ renewed partial motion to dismiss [26] is denied.

SO ORDERED. fk M3

Dated: February 18, 2026

Sunil R. Harjani

United States District Judge