Irmen

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF OHIO

WESTERN DIVISION

SUE IRMEN, CASE NO. 3:25 CV 1275

Plaintiff,

v. JUDGE JAMES R. KNEPP II

BENCHMARK RESTAURANT

GROUP, LLC, et al.,

MEMORANDUM OPINION AND

Defendants. ORDER

INTRODUCTION

On August 21, 2025, Plaintiff Sue Irmen filed an Amended Complaint in this case alleging

the Defendants violated numerous provisions of federal statutory law and her rights under state

law. See generally Doc. 15. Presently pending before the Court is a Motion to Dismiss brought by

Defendants Edward C. Harmon (“Harmon”), Spartan Logistics, Ltd. (“Spartan”), and Industrial

Developers, Ltd. (“Developers”).1 (Doc. 16). Plaintiff opposed (Doc. 20), and Defendants replied,

(Doc. 23). Jurisdiction is proper pursuant to 28 U.S.C. §§ 1331 & 1367. For the following reasons,

the Court grants in part and denies in part Defendants’ Motion.

BACKGROUND

Around September 2022, Irmen began working as a server at Claude’s, a restaurant owned

by Defendant Benchmark, who is not a party to the present Motion. See Doc. 15, at 3; Doc. 16, at

1. “[Plaintiff] accepted the position because it promised full-time hours as well as health insurance

1. Throughout this Opinion, the Court refers to Harmon, Spartan, and Developers collectively as

“Defendants” despite co-Defendant Benchmark Restaurant Group, LLC (“Benchmark”) not

joining the present Motion.

benefits.” (Doc. 15, at 3). Such benefits would be provided under the “Spartan Warehouse and

Distribution Company Incorp Group Health Plan,” (the “Plan”), for which Developers was the

“named Plan Sponsor/Plan Administrator.” Id. at 2–3. Prior to Fall 2023, Plaintiff was notified she

needed to average 30 hours worked per week to maintain her health insurance coverage. Id. at 4.

Plaintiff never received a plan document, summary, or other written instrument evidencing this

30-hour requirement. Id. Nevertheless, because maintaining coverage “was of vital importance”

to Plaintiff, she consistently sought to work at least 30 hours per week. Id. at 4–6.

During Fall 2023, servers at Claude’s were collectively notified they would lose their

health coverage because they had failed to work the requisite 30 hours per week. Id. Plaintiff went

to Jon Mickle, then the General Manager at Claude’s, to explain she consistently worked 30 hours

per week and that her benefits should not be cancelled. Id. Mickle agreed after reviewing her

records. Id. In December 2023, Harmon himself, after becoming sole owner of Defendant

Benchmark, told Plaintiff directly the company would not take away her benefits. Id. at 5.

Following a change in management, Plaintiff’s scheduled hours declined and Plaintiff noticed both

management employees and coworkers “more frequently made discriminatory comments

regarding the ages of certain customers.” Id. Plaintiff, 63 years old when she filed the Amended

Complaint, “was significantly older than the other servers at Claude’s.” Id. at 3, 5.

On April 8, 2024, management notified Plaintiff she failed to meet the 30-hour threshold

for receiving benefits and, as a result, would be classified as a part-time employee. Id. at 5. Plaintiff

responded by indicating she wished to discuss the change with Harmon present. Id. at 6. No such

meeting occurred. Id. Later, another manager told Plaintiff they needed to discuss her benefits. Id.

During such discussion, Plaintiff relayed what Harmon stated regarding not taking away Plaintiff’s

benefits. Id. The manager replied, “Well, he’s the big guy. If he said that, then okay.” Id. Plaintiff

never received documentation terminating her health insurance benefits or a “COBRA

Continuation Coverage Election Notice.” Id.

On October 27, 2024, Plaintiff injured her back outside of work. Id. As a result of the

injury, Plaintiff could not work from October 28 to November 17, 2024. Id. at 7. During this period

Plaintiff received medical treatment for her injury including an initial trip to the emergency room,

an appointment with a primary care physician, and physical therapy. Id. at 6–7. Further, on October

31, 2024, Plaintiff spoke with a representative of her insurance provider to get help finding an in-

network physician. Id. at 7. This representative provided such assistance and never indicated to

Plaintiff she no longer had insurance coverage. Id. Plaintiff met with a physician shortly thereafter,

and the physician accepted Plaintiff’s insurance. Id. However, on December 3, 2024, Plaintiff’s

physical therapy provider told her she did not have valid insurance coverage after Plaintiff

appeared for a scheduled appointment. Id. Plaintiff called Spartan and spoke with one Cindy

Stafford who told Plaintiff she “no longer had health insurance as of April 2024.” Id. Plaintiff then

called her insurance provider, and a representative indicated Plaintiff’s employer provided notice

of Plaintiff’s ineligibility for coverage on November 22, 2024. Id. at 7-8. Despite not providing

the provider with notice until November, Plaintiff’s employer additionally told the provider her

health benefits should have ended in April 2024. Id. at 8.

On January 6, 2025, Plaintiff had a meeting with Claude’s management. Id. at 9. There,

she received a document stating her employment status was changed to part-time effective April

8, 2024, and was ultimately terminated from the company. Id. Through legal counsel, Plaintiff sent

a letter to Harmon requesting a copy of the Plan Document and Summary Plan Description for the

Plan. Id.; Doc. 16-1. Counsel for Benchmark responded to Plaintiff’s letter, but did not provide the

requested documentation. Id.; Doc. 20-1.

This lawsuit followed. Plaintiff brings claims for relief under federal age and disability

discrimination law, Ohio law analogues of the same, various provisions of the Employee

Retirement Income Security Act (“ERISA”) and the Consolidated Omnibus Budget Reconciliation

Act (“COBRA”), the Ohio Smokefree Workplace Act, and Ohio’s law of wrongful discharge and

promissory estoppel. See Doc. 15, at 10–20.

STANDARD OF REVIEW

A motion to dismiss made pursuant to Federal Civil Rule 12(b)(6) charges the Court with

assessing the legal sufficiency of a plaintiff’s complaint. See Mayer v. Mylod, 988 F.2d 635, 638

(6th Cir. 1993). In so doing, the Court must answer only whether the plaintiff’s factual allegations,

accepted as true, state a legally viable claim for relief that is “plausible on its face.” Ashcroft v.

Iqbal, 556 U.S. 662, 678 (2009). Unsupported legal conclusions, however, are not taken as true,

and sufficiently stating a claim for relief therefore requires more than mere “labels and

conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Bell Atl.

Corp. v. Twombly, 550 U.S. 544, 555 (2007).

DISCUSSION

ERISA Claims

Defendants’ Motion to Dismiss first targets Counts 3, 4, and 5 of the Amended

Complaint—Plaintiff’s ERISA claims.

Count 3 alleges Defendants breached fiduciary duties owed Plaintiff in connection with the

administration of her benefits under the Plan such that she is entitled to obtain “appropriate

equitable relief.” See Doc. 15, at 12–13 (quoting 29 U.S.C. § 1132(a)(3)(B)). Specifically, Plaintiff

alleges Defendants breach their fiduciary duties by misrepresenting and failing to represent

material facts “regarding the status of her health insurance coverage by telling her she would

continue to be covered under the Plan” and by failing to produce Plan documents. Id. at 13.

Count 4 claims Plaintiff’s termination from her position as a server constitutes unlawful

retaliation for her receipt of benefits under the Plan, her questioning of her eligibility for such

benefits under the Plan, or some combination thereof. See Doc. 15, at 13–14; 29 U.S.C. § 1140.

Count 5 alleges Defendants failed to provide Plaintiff with the Plan documents she

requested through her January 22, 2025 letter in violation of 29 U.S.C. § 1024(b)(4). See Doc. 15,

at 14–15; see also 29 U.S.C. § 1132(c)(1) (establishing a plan administrator shall be personally

liable to a beneficiary for certain failures to provide plan information).

Count 3: Breach of Fiduciary Duty

Defendants offer two distinct bases for dismissal of Count 3. First, they argue Plaintiff fails

to plausibly allege Defendants are fiduciaries on which ERISA imposes certain equitable duties.

See Doc. 16, at 5–6; Briscoe v. Fine, 444 F.3d 478, 486 (6th Cir. 2006). The plaintiff may

demonstrate and, at this stage of the proceedings, allege, the defendant acted as an ERISA fiduciary

if “it exercise[d] either (1) any authority or control over plan assets; or (2) discretionary authority

over plan management or administration.” Tiara Yachts, Inc. v. Blue Cross Blue Shield of Mich.,

138 F.4th 457, 463 (6th Cir. 2025) (quoting 29 U.S.C. § 1002(21)(A)). Fiduciary status is

determined not in the abstract, but specifically with respect to the action of which Plaintiff

complains. Id. (explaining courts must “take a functional approach to ERISA fiduciary analysis”

and determine whether the defendant “was acting as a fiduciary (that is, was performing a fiduciary

function) when taking the action subject to complaint”) (quoting Pegram v. Herdrich, 530 U.S.

211, 226 (2000)).

The Court agrees Plaintiff fails to allege facts sufficient to imbue Spartan with fiduciary

duties under ERISA. Initially, Plaintiff’s naked assertion that all Defendants “are fiduciaries, as

defined by 29 U.S.C. § 1104(a),” (Doc. 15, at 12), is not assumed to be true as it is “a legal

conclusion couched as a factual allegation,” Twombly, 550 U.S. at 555. Outside of this standalone

legal conclusion, Plaintiff’s Amended Complaint offers just two facts relevant to Spartan’s

fiduciary status. First, Plaintiff alleges Spartan “handles human resources[,] including benefits

administration[,] for Defendant Benchmark.” (Doc. 15, at 2). Second, Plaintiff describes how she

contacted Cindy Stafford at Spartan to inquire as to the status of her health insurance following

the denial of coverage at her December 2024 physical therapy appointment. Id. at 7. Neither of

these facts lay a sufficient foundation from which the Court could “draw the reasonable inference”

that Spartan is a fiduciary within the meaning of ERISA. Iqbal, 556 U.S. at 678. Primarily, this is

because neither fact suggests, much less establishes, that Spartan exercises some discretionary

authority over the Plan, Plaintiff’s benefits under the Plan, or her continued participation in the

Plan. Nowhere does Plaintiff adequately allege Spartan exercised “a degree of control” over the

benefits under the Plan or her continued participation in it. Wallace v. Int’l Paper Co., 509 F. Supp.

3d 1045, 1052 (W.D. Tenn. 2020). Rather, Plaintiff’s Amended Complaint plausibly alleges only

that Spartan’s role in “benefits administration” involved performing ministerial functions such as

notifying Plaintiff her health coverage under the Plan had been terminated. See Doc. 15, at 7.

With respect to Developers, however, Plaintiff alleges facts plausibly establishing its status

as a fiduciary. Under ERISA, “any administrator” of the Plan is a fiduciary of the Plan. 29 U.S.C.

§ 1002(14)(A). An “administrator” is either “(i) the person specifically so designated by the terms

of the instrument under which the plan is operated; (ii) if an administrator is not so designated, the

plan sponsor; or (iii) [if neither (i) or (ii) apply] such other person as the Secretary may be

regulation prescribe.” Id. § 1002(16)(A). Here, Plaintiff alleged “upon information and belief” that

Developers serves as the “named Plan Sponsor/Plan Administrator” for the Plan. (Doc. 15, at 2).

Pleading on information and belief may be proper where, as here, the facts at issue “are peculiarly

within the possession and control of the defendant.” Hunter v. Booz Allen Hamilton, Inc., 418 F.

Supp. 3d 214, 224 (S.D. Ohio 2019) (quoting Gerling & Assocs. v. Odulair, LLC, 2017 WL

2790669, at *6 (S.D. Ohio)). Plaintiff alleges she was denied access to the relevant Plan documents

and summaries by Defendants, rendering such information within their possession and control to

the exclusion of Plaintiff. See Doc. 15, at 9–10, 14–15. Accordingly, it is sufficient at this stage in

the proceedings to allege, “upon information and belief,” that Developers is the named

administrator of the Plan. Assuming such allegation is true, as the Court must when resolving a

motion to dismiss, Developers is thus a fiduciary pursuant to § 1002(14)(A), and acted as such in

deciding not to act in a manner consistent with Harmon’s promise to continue Plaintiff’s benefits

coverage. See Parks v. Fin. Fed. Sav. Bank, 345 F. Supp. 2d 889, 896 (W.D. Tenn. 2004) (“As the

plan administrator, the Defendant necessarily exercised a degree of discretion over the

administration of the plan” such that the Defendant “was a fiduciary within the meaning of

ERISA”).

Defendant Harmon presents the closest call on this question. Again, a defendant may be

deemed a fiduciary where the plaintiff demonstrates they retained some “discretionary authority”

over plan management and administration. Plaintiff points to two passages of the Amended

Complaint to support Harmon’s fiduciary status. See Doc. 20, at 6. First, Plaintiff alleged Harmon,

at a meeting to announce his sole ownership of Benchmark, told her no one would be taking away

her benefits under the Plan. See Doc. 15, at 4–5. Next, Plaintiff alleged a manager at Claude’s,

Anna Crumrine, heeded Harmon’s statement. When Plaintiff presented Crumrine with Harmon’s

words, Crumrine assured Plaintiff that Harmon was “the big guy” and that “[i]f he said” Plaintiff

could keep her benefits, she could. See id. at 6. Taken in combination, the Court finds these

allegations, taken as true, sufficient to plausibly establish Harmon’s status as a fiduciary under

ERISA. A permissible inference arises from Harmon’s sole ownership of Benchmark, the entity

employing Plaintiff, his reassurances to Plaintiff, and the extent to which a Benchmark employee

heeded such reassurances, that Harmon played some “discretionary” role in providing benefits-

related information to employees and determining who did and did not remain covered under the

Plan. Plaintiff’s allegations giving rise to that inference are sufficient to survive Defendants’

Motion, particularly where fiduciary status is a fact-bound inquiry and “[i]t is typically premature

to determine a defendant’s fiduciary status at a motion to dismiss stage of the proceedings.”

Wallace, 509 F. Supp. 3d at 1052 (quoting In re Elec. Data Sys. Corp. ERISA Litig., 305 F. Supp.

2d 658, 665 (E.D. Tex. 2004)). Accordingly, the Court will dismiss Count 3 only with respect to

Defendant Spartan on account of Plaintiff’s failure to plead facts plausibly alleging Spartan’s

fiduciary status.

Next, Defendants contend Count 3 requires dismissal as to all Defendants because Plaintiff

is precluded from obtaining relief under § 1132(a)(3). See Doc. 16, at 6. Section § 1132 is ERISA’s

remedial provision and, as is relevant here, outlines three distinct circumstances in which a

beneficiary such as Plaintiff may obtain relief. First, a beneficiary may bring an action “to recover

benefits due to him under the terms of his plan, to enforce his rights under the terms of the plan,

or to clarify his rights to future benefits under the terms of the plan.” 29 U.S.C. § 1132(a)(1)(B).

Next, beneficiaries may bring suit to recover money in the event a plan administrator fails to

furnish to the beneficiary certain plan documents. Id. § 1132(c)(1). Finally, § 1132(a)(3) serves as

ERISA’s remedial “safety net” which offers “appropriate equitable relief for injuries caused by

violations that [§ 1132] does not elsewhere adequately remedy.” Varity Corp. v. Howe, 516 U.S.

489, 512 (1996). In this sense, demonstrating the inadequacy of other provisions of § 1132 is a

necessary precondition to obtaining “appropriate equitable relief” pursuant to § 1132(a)(3).

Rochow v. Life Ins. Co. of N. Am., 780 F.3d 364, 373–74 (6th Cir. 2015) (en banc) (“[T]he

availability of relief under [§ 1132(a)(3)] is contingent on a showing that the claimant could not

avail himself or herself of an adequate remedy pursuant to [§ 1132(a)(1)(B)].”). “[C]laims arising

under section (a)(3) are properly pled ‘only where the breach of fiduciary duty claim is based on

an injury separate and distinct from the denial of benefits or where the remedy afforded by

Congress under [section (a)(1)(B)] is otherwise shown to be inadequate.’” Neack v. UC Health,

LLC, 2024 WL 6999265, at *2 (S.D. Ohio) (quoting Rochow, 780 F.3d at 372).

Defendants contend the Amended Complaint “in essence, relates to Plaintiff’s denial of

benefits.” (Doc. 16, at 6). On Defendants’ account then, Plaintiff “has the ‘ability to bring suit for

payments of benefits under 29 U.S.C. § 1132(a)(1).’” (Doc. 16, at 6) (quoting Moore v. Lafayette

Life Ins. Co., 458 F.3d 416, 428 (6th Cir. 2006)); accord Doc. 23, at 3 (“If Plaintiff believes that

her coverage was wrongfully terminated, then her proper remedy would be under § 1132(a)(1)

challenging the termination decision, not a breach of fiduciary duty claim.”). The Court is not

persuaded by this argument. The theory of liability outlined in Plaintiff’s Amended Complaint is

not contingent on challenging the validity of the April 2024 coverage termination decision.

Plaintiff does not directly contend the decision to terminate her medical coverage violated the

terms of the Plan or otherwise constituted a denial of “benefits due” to her under the terms of the

Plan. Rather, Plaintiff contends Defendants violated their fiduciary duties by misrepresenting the

status of Plaintiff’s health coverage, specifically by claiming her benefits would not be taken away,

and by failing to provide her with documentation related to the termination of her coverage. See

Doc. 15, at 13. Such a theory is sufficient to support a claim for equitable relief under § 1132(a)(3),

as it does not bear on the propriety of a denial of benefits. See Bailey v. United Omaha Life Ins.

Co., 2023 WL 2599979, at *3 (S.D. Ohio) (finding the plaintiff alleged a “separate and distinct

injury” from the denial of benefits where the injury arose “because he was not provided notice of

cancel[l]ation or given the opportunity to extend or seek out” other insurance, which in turn caused

the plaintiff’s insurance coverage to “lapse”).

Accordingly, the Court dismisses Count 3 only with respect to Defendant Spartan.

Plaintiff’s factual allegations are sufficient to state a plausible claim for breach of fiduciary duty

as to Defendants Harmon and Developers.

Count 4: Retaliation

To state a plausible ERISA retaliation claim under § 1140, the plaintiff must first allege:

“(1) she was engaged in activity ERISA protects; (2) she suffered an adverse employment action;

and (3) a causal link exists between her protected activity and the employer’s adverse action.”

Hamilton v. Starcom Mediavest Grp., 522 F.3d 623, 628 (6th Cir. 2008).2 In effect, Defendants

challenge the second of these elements, arguing Plaintiff failed to allege they operated as her

employer or otherwise had “the ability to take any prohibited employer action.” (Doc. 16, at 7).

Initially, the Court agrees with Plaintiff that § 1140’s use of “person” rather than “employer”

expands potential retaliation liability beyond the traditional, common law of agency employer-

employee relationship. See Doc. 20, at 9–10; Mattei v. Mattei, 126 F.3d 794, 801–04 (6th Cir.

2. These elements constitute a “prima facie case” under the Burdine burden-shifting framework

for cases in which the plaintiff does not put forth, or where, as here, the plaintiff does not allege,

facts bearing directly on the defendant’s motivation for taking the adverse action. Hamilton, 522

F.3d at 628; see generally Texas Dep’t of Comty. Affs. v. Burdine, 450 U.S. 248 (1981).

1997). Nevertheless, the Court agrees with Defendants that Plaintiff fails to plausibly allege they

retained authority to and did in fact take a prohibited action.

Again, Plaintiff does not directly challenge the propriety of the decision to terminate her

benefits under the Plan. As it pertains to her retaliation claim, the only relevant adverse action is

the termination of her employment as a server at Claude’s. See Doc. 15, at 14 (“Defendants’

decision to terminate Irmen was motivated by Irmen’s exercise of rights under Defendants’ health

insurance plan . . . constitute[ing] a violation of ERISA § 510 (29 U.S.C. § 1140).”). The operative

question is thus whether, even operating under ERISA’s use of “person” rather than “employer,”

Plaintiff alleged facts sufficient to demonstrate Defendants were the “persons” who could and did

engage in the adverse action underlying her retaliation claim. The Court finds she did not.

Start with Harmon. Plaintiff generally alleges Harmon “holds an ownership interest in”

Spartan, Developers, and Benchmark, and even became the “sole owner of Benchmark” in

December 2023. (Doc. 15, at 2, 4). However, nowhere does Plaintiff allege Harmon had the

individual authority to make hiring and firing decisions or otherwise participated in the decision

to terminate her employment with Benchmark. The same is true for Spartan. While Plaintiff

describes Spartan as responsible for “human resources including benefits administration” for

Benchmark, id. at 2, she does not allege Spartan or its agents could or did participate in her firing.

Finally, Plaintiff’s allegations with respect to Developers are similarly deficient, as Plaintiff’s

Amended Complaint contains no factual allegations suggesting Developers retained the authority

to take any adverse action against Plaintiff outside its role as “the named Plan Sponsor/Plan

Administrator” of Plaintiff’s benefits Plan. Id. at 2. Fundamentally, Plaintiff’s complaint fails to

draw the requisite connection between these Defendants and the retaliatory action of which she

complains. That failure is fatal. See Roy v. Kimble Chase Life Sci. & Rsch. Prods., LLC, 2013

245201, at *3 (E.D. Tenn.) (explaining dismissal was warranted where a plaintiff alleged only that

“the individual defendants were ‘employers’ within the meaning of the statute and did not allege

any specific action on the part of the individual defendants that would constitute a violation of the

statute”).

The Court grants Defendants’ Motion with respect to Count 4 of Plaintiff’s Amended

Complaint.

Count 5: Failure to Provide Plan Documents

Next, Defendants seek dismissal of Plaintiff’s claim rooted in their alleged failure provide

documents claim under 29 U.S.C. § 1024(b)(4). Section 1024 requires “the administrator” of a

plan to “furnish a copy of the latest updated summary, plan description . . . trust agreement,

contract, or other instruments under which the plan is established or operated” whenever any

participant in or beneficiary of the plan submits a written request to the administrator. Id. In turn,

§ 1132(c) provides a cause of action for those beneficiaries and participants who do not receive

the requested plan documents form the administrator. 29 U.S.C. § 1132(c)(1) (“Any administrator

. . . who fails or refuses to comply with a request for any information which such administrator is

required by this subchapter to furnish . . . may, in the court’s discretion, be personally liable to

such participant or beneficiary.”).

Defendants first argue Harmon cannot be held liable under § 1132(c) because he is not an

administrator of the Plan. See Doc. 16, at 7–8. “The law in this Circuit is clear that ‘[o]nly a plan

administrator can be held liable under section 1132(c).’” Hiney Printing Co. v. Branter, 243 F.3d

956, 961 (6th Cir. 2001) (quoting VanderKlok v. Provident Life & Accident Ins. Co., 956 F.2d 610,

617 (9th Cir. 1992)). Under ERISA, a plan administrator is “the person specifically so designated

by the terms of the instrument under which the plan is operated” or, “if an administrator is not so

designated, the plan sponsor.” 29 U.S.C. § 1002(16)(A). Here, Plaintiff unequivocally identified

Developers as the “named Plan Sponsor/Plan Administrator” of the Plan. (Doc. 15, at 2).

Accepting Plaintiff’s allegations as true which, at this stage, the Court must, the Plan’s sole

administrator is Developers, meaning only they may clearly be held liable for the failure to provide

plan documents to Plaintiff. Hiney, 243 F.3d at 961; see Caffey v. Unum Life Ins. Co., 302 F.3d

576, 584–85 (6th Cir. 2002) (explaining ERISA’s “default provision” permitting employers to be

deemed the plan sponsor applies only where the identity of the plan administrator is not “otherwise

specified in the plan”). Thus, the Court grants Defendants’ Motion to Dismiss with respect to

Defendant Harmon, as Plaintiff fails to allege facts sufficient to demonstrate his identity as the

Plan’s administrator or sponsor under § 1002(16)(A).

Having identified Developers and Spartan as the only proper parties against which this

claim may be brought,3 the Court must determine whether Plaintiff plausibly alleged she provided

either party with “clear notice” of her request for Plan documents. Cultrona v. Nationwide Life

Ins. Co., 748 F.3d 698, 707 (6th Cir. 2014) (“[T]he key question under the clear-notice standard is

whether the plan administrator knew or should have known which documents were being

requested.”). Plaintiff’s request letter, sent January 22, 2025, is expressly addressed to Defendant

“Benchmark Restaurant Group, LLC,” to the attention of Defendant Harmon. (Doc. 16-1, at 1).4

Unfortunately for Plaintiff, the letter does not name Spartan or Developers, and failed to even

3. While the Court’s analysis suggests Developers is the only proper party against which Plaintiff

may pursue her § 1132(c) claim, Defendants moved to dismiss on this ground only with respect to

Harmon. See Doc. 15, at 7–8.

4. Plaintiff did not attach a copy of the request letter to her Amended Complaint. However, the

Court finds it proper to consider the contents of the letter, which Defendants attached to their

Motion to Dismiss, because it is “referred to in [Plaintiff’s] complaint and [is] central to her claim”

under § 1132(c). Weiner v. Klais & Co., 108 F.3d 86, 89 (6th Cir. 1997) (quoting Venture Assocs.

v. Zenith Data Sys. Corp., 987 F.2d 429, 431 (7th Cir. 1993)).

indirectly refer to the Plan’s administrator or sponsor. Id. at 1–4. Thus, while Plaintiff’s letter

unequivocally requests Plan documents, see id. at 3 (“[Plaintiff] requests a copy of the Plan

Document and Summary Plan Description for the Medical, Dental, Vision, and Accident Plans

under which [Plaintiff] previously had coverage.”), there are no factual allegations suggesting

Spartan or Developers received or should have received this request.

While it is possible for a plan administrator to be “so closely related” to another entity such

that a request to the related entity “should [be] construed as one to” the administrator itself,

Plaintiff has not alleged facts sufficient to demonstrate such a relationship between Developers

and Benchmark or Spartan and Benchmark. Minadeo v. ICI Paints, 398 F.3d 751, 759 (6th Cir.

2005); see also Flatt v. Aetna Life Ins. Co., 2014 WL 6673910, at *6 (W.D. Tenn.) (recognizing

the “de facto administrator” doctrine). According to Plaintiff, Spartan, Developers, and Benchmark

“which are all owned by [Harmon] (to whom the letter was directed), are so intertwined that there

is no real difference between them.” (Doc. 20, at 12). But Plaintiff does not point to any factual

allegations in the Amended Complaint supporting this line of argument. See id. Rather, Plaintiff

points to Benchmark’s response to her request letter, stating it “does not provide any indication

the request should have been sent to [Spartan, Developers,] or anyone else” and provides evidence

the aforementioned Cindy Stafford functioned as the human resources Director for both Spartan

and Benchmark. Id. Even if the Court could consider the substance of Benchmark’s response

letter,5 it is not sufficient to establish Benchmark, Spartan, and Developers are so closely

intertwined that a letter to Benchmark would put the latter two entities on “clear notice” of

5. The letter does not “merely ‘fill in the contours and details’” of Plaintiff’s Complaint, as it

instead serves as the basis for a new line of argument first introduced in Plaintiff’s opposition brief

regarding Benchmark, Spartan, and Developers’ status as effectively a singular entity. Armengau

v. Cline, 7 F. App’x 336, 346 (6th Cir. 2001) (quoting Yeary v. Goodwill Indus., 107 F.3d 443, 445

(6th Cir. 1997)); see Doc. 20, at 12.

Plaintiff’s request for documents. The mere fact that Harmon retained an ownership interest in

each entity does not establish their common identity or that Benchmark somehow “participated in

the administration of benefits” such that it may be deemed a de facto administrator along with

Spartan and Developers. Gore v. El Paso Energy Corp. Long Term Disability Plan, 477 F.3d 833,

844 (6th Cir. 2007).

Thus, the Court finds Defendants entitled to dismissal of Count 5 of Plaintiff’s Amended

Complaint.

COBRA Claim

Similar to Plaintiff’s claim under 29 U.S.C. § 1140, Count 6 alleges Defendants failed to

provide a “notice of her right to elect COBRA continuation coverage” in violation of 29 U.S.C. §

1166(a). Defendants move to dismiss this Count only as applied to Harmon, arguing he cannot be

held individually liable for any failure to notify Plaintiff of her rights as that duty falls only on

Plaintiff’s employer and plan administrator. See Doc. 16, at 9. Plaintiff opposes, arguing her

Complaint “clearly pled that Defendant [Harmon] is an administrator of the health plan” such that

“the record needs to be developed to determine whether [Harmon] or some other person or entity

is the plan administrator for the Health Plan.” (Doc. 20, at 14–15).

But the sole allegation purportedly establishing Harmon’s status as an administrator of the

Plan is an archetypical legal conclusion to which the assumption of truth does not attach. See

Papasan v. Allain, 478 U.S. 265, 286 (1986); Doc. 15, at 15 (“Defendants were and are

administrators of the healthcare plan, and must provide COBRA continuation coverage as a result

of a qualifying event.”). The Court is particularly disinclined to credit this bare legal conclusion

where Plaintiff’s factual allegations run directly contradictory to it. As explained previously,

Plaintiff specifically alleged Developers, not Harmon, to be the named Plan administrator. See

Doc. 15, at 2. And a participant’s employer or other entity may not be deemed the plan

administrator where the plan itself names another as administrator. See 29 U.S.C. § 1002(16)(A).

In fact, Plaintiff’s direct factual allegation regarding Developers’ status as the Plan’s named

administrator runs contrary to her invocation of McDowell v. Krawchison, as there, the allegations

(and evidence) supported a finding the individual owner “was the plan sponsor” who would be

deemed the plan administrator “in the absence of a designated administrator.” 125 F.3d 954, 962

(6th Cir. 1997). In effect, the absence of a named administrator is a necessary precondition to

finding an individual such as Harmon could be the plan’s sponsor based on his role as “the sole

owner and officer” of the relevant entities. Id. at 963. Thus, Plaintiff’s decision to specifically

allege Developers served as the named Plan administrator precludes this Court from finding she

plausibly alleged Harmon also served as the Plan administrator.

The Court therefore grants Defendants’ Motion to Dismiss Count 6 with respect to

Defendant Harmon.

Promissory Estoppel

Finally, Count 9 of Plaintiff’s Complaint asserts promissory estoppel claim under Ohio law

based on Defendants’ promise to continue providing health benefits “throughout her employment,”

Plaintiff’s continued reliance on the same, and Defendants’ decision to terminate her health

benefits under the Plan. See Doc. 15, at 18–19. Defendants move to dismiss this claim on two

separate grounds. First, in a single paragraph, Defendants argue “Count 9 falls within the scope of

ERISA preemption” and must therefore be dismissed. (Doc. 16, at 9–10). Second, Defendants

contend Count 9 fails on the merits due to Plaintiff’s failure to allege the existence of an ambiguity

in the Plan documents—a necessary precondition for establishing a promissory estoppel claim

when a written instrument covers the subject matter of the dispute. Id. at 10 (citing Sprague v. Gen.

Motors Corp., 133 F.3d 388, 404 (6th Cir. 1998) (“Principles of estoppel, however, cannot be

applied to vary the terms of unambiguous plan documents; estoppel can only be invoked in the

context of ambiguous plan provisions.”)).

Preemption

There are two main ways in which Congress, through ERISA, preempted certain state law

causes of action: “complete preemption under 29 U.S.C. § 1132(a)(1)(B) and express preemption

under 29 U.S.C. § 1144.” Hogan v. Jacobson, 823 F.3d 872, 879 (6th Cir. 2016) (quoting Loffredo

v. Daimler AG, 500 F. App’x 491, 500 (6th Cir. 2012)). Starting with complete preemption, §

1132(a)(1)(B) states in its entirety:

A civil action may be brought by a participant or beneficiary to recover benefits

due to him under the terms of his plan, to enforce his rights under the terms of the

plan, or to clarify his rights to future benefits under the terms of the plan.

29 U.S.C. § 1132(a)(1)(B). This provision operates as “part of a civil enforcement scheme whose

comprehensive and carefully integrated character provides strong evidence that Congress did not

intend to authorize other remedies that it simply forgot to expressly incorporate.” Gardner v.

Heartland Indus. Partners, 715 F.3d 609, 613 (6th Cir. 2013) (citation modified). If an ostensibly

state law claim falls within the scope of § 1132(a)(1)(B), that is, if it is in actuality a civil action

to recover benefits, enforce rights, or clarify rights under an ERISA plan, the claim will be deemed

a federal claim arising under ERISA and preempted thereby. Id. Section 1132(a)(1)(B) covers and

preempts a state law claim if two distinct requirements are met. First, the claim must be rooted in

“the denial of benefits to which [the plaintiff] is entitled ‘only because of the terms of an ERISA-

regulated employee benefits plan.’” Id. (quoting Aetna Health Inc. v. Davila, 542 U.S. 200, 210

(2004)). Second, the claim must stem from a violation of a legal duty which is not “independent

of ERISA or the plan terms.” Davila, 542 U.S. at 210.

Here, Plaintiff’s promissory estoppel claim does not fall within the scope of §

1132(a)(1)(B). In Gardner, the Sixth Circuit expressly relied on the Second Circuit’s application

of § 1132(a)(1)(B) in Stevenson v. Bank of New York Co., 609 F.3d 56 (2d Cir. 2010). See Gardner,

715 F.3d at 614–15. In Stevenson, the plaintiff alleged his employer, a bank, promised he could

maintain his benefits under an ERISA-regulated plan if he accepted a transfer to another branch.

609 F.3d at 58–60. Plaintiff’s employer allegedly reneged on that promise and then unlawfully

terminated his employment from the transferee location. Id. at 58. Importantly, this promise ran

contrary to the terms of the plan, which would not provide continued benefits coverage for

employees transferred in circumstances such as the plaintiff’s. Id. at 60–61; Gardner, 715 F.3d at

614. The Second Circuit held the plaintiff’s state law promissory estoppel claim was not

preempted, as it did not derive from the rights established under any ERISA-regulated plan.

Stevenson, 609 F.3d at 60–61. Rather, the promissory estoppel claim derived “from a separate

promise that references various benefit plans, none of which directly applie[d] to [the plaintiff] by

its terms.” Id.

And the same is true here. Plaintiff’s promissory estoppel claim does not stem from the

alleged breach of a promise contained within or otherwise relying on the terms of her benefits

Plan. Rather, as in Stevenson and Gardner, the claim alleges Defendants violated a duty which

independently arises under state tort law and is wholly untethered from the terms of her ERISA-

regulated plan. See Gardner, 715 F.3d at 614 (explaining a similar tort claim is not preempted

where a defendant’s duty “is not derived from, or conditioned upon, the terms of the” plan).

Specifically, Plaintiff does not allege Defendants promised to comply with the terms of the Plan

in continuing her benefits even if she worked under 30 hours a week. Nor does Plaintiff claim

Defendants violated the terms of the Plan by terminating her benefits after she began working

fewer than 30 hours a week. The alleged promise to maintain Plaintiff’s benefits despite any

contrary Plan terms, which Plaintiff alleges she reasonably relied on, see Doc. 15, at 18–19, is the

source of the duty Defendants are alleged to have violated. See Shampton v. Springboro, 786

N.E.2d 883, 887 (Ohio 2003) (explaining a defendant may be liable under the doctrine of

promissory estoppel where the plaintiff “relied on conduct of [the defendant] in such a manner as

to change his position for the worse” and where such reliance was reasonable). Thus, Plaintiff’s

promissory estoppel claim is “based upon a duty that is independent of ERISA and the plan terms”

and not preempted under § 1132(a)(1)(B). Gardner, 715 F.3d at 614 (citation modified).

Turning to ERISA’s express preemption provision, “ERISA preemptions ‘any and all state

laws insofar as they may now or hereafter relate to any employee benefit plan.’”

Penny/Ohlmann/Nieman, Inc. v. Miami Valley Pension Corp., 399 F.3d 692, 697 (6th Cir. 2005)

(quoting 29 U.S.C. § 1144(a) (emphasis added)). This undoubtedly broad preemption provision,

“conspicuous for its breadth,” FMC Corp. v. Holliday, 498 U.S. 52, 58 (1990), covers all state

statutory laws and causes of action which “(1) ‘mandate employee benefit structures or their

administration;’ (2) provide ‘alternate enforcement mechanisms;’ or (3) ‘bind employers or plan

administrators to particular choices or preclude uniform administrative practice, thereby

functioning as a regulation of an ERISA plan itself.’” Penny, 399 F.3d at 698 (quoting Coyne &

Delaney Co. v. Selman, 98 F.3d 1457, 1468 (4th Cir. 1996)).

Defendants do not specify how Plaintiff’s promissory estoppel claim fits within this

express preemption framework. Instead, Defendants offer a cursory citation to the Sixth Circuit’s

unpublished decision in Simon v. Belwith International, Inc., which maintains state law claims

may be “preempted by ERISA’s statutory scheme even if the state law was not designed to affect

employee benefit plans.” 3 F. App’x 363, 365 (6th Cir. 2001). According to Defendants, this

precedent conclusively brings Plaintiff’s promissory estoppel claim “within the scope of ERISA

preemption.” (Doc. 16, at 10); accord Doc. 23, at 6 (arguing Plaintiff’s promissory estoppel claim

is preempted because “the underlying issue concerns entitlement to benefits under an ERISA

plan”). Plaintiff argues her promissory estoppel claim does not fall within Penny’s three categories

because it does not seek to impact the administration or structure of her Plan, does not seek to

enforce or modify the terms of the Plan, and would in no way regulate the Plan’s operation. See

Doc. 20, at 16. In part because of the lack of substantive argument offered by Defendants on this

point, the Court agrees with Plaintiff.

While “state law promissory estoppel claims are generally preempted by ERISA,” Select

Specialty Hospital-Memphis, Inc. v. Trs. of Langston Cos., 2020 WL 4275264, at *19 (W.D.

Tenn.) (collecting cases), this “general” rule is primarily rooted in avoiding a remedial overlap

between ERISA and state law causes of action. See Aldridge v. Regions Bank, 144 F.4th 828, 839

(6th Cir. 2025) (“Of most relevance, the Court has held that plan participants may not seek benefits

under an ERISA-covered plan.”). Specifically, a plan participant’s state law claim will be

preempted under the “alternative enforcement mechanism” prong outlined in Penny where it seeks

“the benefits allegedly due to them under their ERISA-covered Plans.” Id. at 841. Here, however,

as outlined above, Plaintiff’s promissory estoppel claim does not seek to recover under the terms

of her Plan. Instead, it relies on Harmon’s oral promise to continue her benefits despite any plan

terms to the contrary. That is, her right to relief under a successful promissory estoppel claim

rooted in Harmon’s promise is entirely independent of the terms of the Plan, and the ultimate relief

to which she is entitled may even run contrary to the terms of the Plan. While Plaintiff did request

a “reinstatement of benefits” under the Plan, this request is made only in connection with her

ERISA retaliation claim. See Doc. 15, at 14. With respect to her promissory estoppel claim,

Plaintiff seeks to recover medical expenses and “such other relief that is fair, equitable, or just”

from Defendants directly, not her benefits under the Plan as such. Id. at 18–19. Therefore,

Plaintiff’s promissory estoppel claim does not serve as an “alternative enforcement mechanism”

to recover “benefits allegedly due” to her under her Plan. Aldridge, 114 F.4th at 839, 841.6 Nor do

Defendants explain how this claim would mandate certain employee benefit structures and their

administration or otherwise function as a regulation of an ERISA plan itself. For that reason, the

Court finds Plaintiff’s promissory estoppel claim is not expressly preempted under § 1144.

Merits

Next, Defendants claim Plaintiff’s promissory estoppel claim fails on the merits because

of her omission of an allegation “that plan documents were ambiguous.” (Doc. 16, at 10). Citing

both Sprague v. General Motors Corp., 133 F.3d 388 (6th Cir. 2006) and Moore, 458 F.3d at 449

(Oliver, J., concurring), Defendants concluded “[a]llegations concerning ambiguity are necessary”

and therefore “Plaintiff’s promissory estoppel claim is deficient as a matter of law.” (Doc. 16, at

10). While Plaintiff did not directly respond to this argument in her opposition briefing, the Court

finds she did not manifest an intent to “abandon” her promissory estoppel claim. See Travelers

Prop. Cas. Co. v. Dayton Freight Lines, Inc., 2023 WL 2500174, at *2 (N.D. Ohio) (“It is well

settled that a plaintiff abandons a claim when it fails to oppose a motion to dismiss that claim.”).

Plaintiff offered a substantive response to Defendants’ argument that her promissory estoppel

claim is preempted under ERISA. See Doc. 20, at 16–17. Accordingly, the Court determines the

6. In addition, Plaintiff’s promissory estoppel claim would not “bind [her] employer or plan

administrator[] to particular choices,” Penny, 399 F.3d at 698 (citation modified), made “pursuant

to their authority under the plan,” Select Specialty, 2020 WL 4275624, at *20, as Plaintiff does not

allege any individual acted pursuant to their administrative authority under the Plan when

promising her benefits would not be taken away.

burden remains with Defendants to demonstrate why they are entitled to dismissal of Plaintiff’s

promissory estoppel claim.

Initially, it is unclear what persuasive effect Sprague has on the present suit, as Sprague

opined on the separate but distinct doctrine of equitable estoppel as applied to federal law claims

arising directly under ERISA. See Sprague, 133 F.3d at 403 (“We have held that equitable estoppel

may be a viable theory in ERISA cases.”). Accordingly, the Sixth Circuit surveyed decisions of

multiple federal Courts of Appeals in concluding “estoppel can only be invoked in the context of

ambiguous plan provisions.” Id. at 404 (first citing Fink v. Union Central Life Ins. Co., 94 F.3d

489, 492 (8th Cir. 1996); and then citing Hudson v. Delta Air Lines, Inc., 90 F.3d 451, 458 n.12

(11th Cir. 1996)). Here, however, Plaintiff’s promissory estoppel claim arises under Ohio law, and

the “[p]rinciples of estoppel,” id. at 404, either equitable or promissory, governing such a claim

arise solely under Ohio law. See, e.g., Walburn v. Lockheed Martin Util. Servs., Inc., 443 F. App’x

43, 47 (6th Cir. 2011) (affirming the conclusion “that state law should govern the application of

equitable estoppel” to an Ohio law tort claim). Thus, there is room for divergence between the

pleading requirements for an Ohio law promissory estoppel claim and the federal elements of an

equitable estoppel argument outlined in Sprague.

Under Ohio law, a plaintiff bringing a promissory estoppel claim must plausibly allege the

defendant (1) made “a clear and unambiguous promise;” (2) “upon which it would be reasonable

and foreseeable” for the plaintiff to rely; (3) “actual reliance on the promise;” and (4) injury to the

plaintiff “as a result of the reliance.” A N Bros. v. Total Quality Logistics, LLC, 59 N.E.3d 758,

768–69 (Ohio Ct. App. 2016) (quoting Ringhand v. Chaney, 2014 WL 4180301, at *3 (Ohio Ct.

App.)). As a general rule, “a cause of action for promissory estoppel is barred” where the relevant

written instrument “contains no ambiguities.” Highway Equip. Co. v. Caterpillar, Inc., 707 F. Supp

954, 959 (S.D. Ohio 1989). This ambiguity requirement is best understood as operationalizing the

reasonable reliance element of a promissory estoppel claim, as only if “the Court determines that

the [instrument] is ambiguous” might the plaintiff “prevail on its promissory estoppel claim by

establishing it reasonably relied on a definite promise by” the defendant. Id. In effect, it is almost

always unreasonable for a party to an unambiguous written instrument to rely on a promise running

contrary to the instrument’s terms.

But the absence of an unambiguous written agreement is not an element of plaintiff’s

promissory estoppel claim. See A N Bros., 59 N.E.3d at 768–69. And where, as here, Plaintiff

alleges she had no access to the Plan’s terms and was never made aware of the same, see Doc. 15,

at 3–4, 9–10, it is plausible Plaintiff reasonably relied on Harmon’s promise regarding her benefits

even if such a promise ran contrary to the unambiguous terms of the Plan. The cases cited by

Defendants lend some support for this conclusion, as much of the justification for finding the

presence of an unambiguous plan term to vitiate a plaintiff’s promissory estoppel claim results

from the plaintiff “ha[ving] copies of” and being “intimately familiar with” the terms of the plan.

Moore, 458 F.3d at 449 (Oliver, J., concurring) (citing Sprague, 113 F.3d at 404). Here, Plaintiff

alleged she never received copies of the Plan, was never familiarized with its terms, and was

ignorant of its contents. In such a scenario, the Court cannot determine, as a matter of law, it would

be unreasonable for Plaintiff to rely on Harmon’s oral promise, even if such promise ran contrary

to the terms of the Plan. The Court therefore denies Defendants’ Motion with respect to Plaintiff’s

promissory estoppel claim.

In sum, the Court dismisses Count 3 of Plaintiff’s Complaint only with respect to

Defendant Spartan, dismisses Counts 4 and 5 with respect to all moving Defendants, and dismisses

Count 6 with respect to Defendant Harmon. Plaintiff may proceed with all other claims raised in

the Amended Complaint. See Doc. 15.

CONCLUSION

For the foregoing reasons, good cause appearing, it is

ORDERED that Defendants’ Motion to Dismiss (Doc. 16) be, and the same hereby is,

GRANTED IN PART AND DENIED IN PART as set forth herein.

s/ James R. Knepp II

UNITED STATES DISTRICT JUDGE

Dated: September 1, 2026