In Moyer v. GEICO, No. 23-4015 (6th Cir. Aug. 26, 2024), the Sixth Circuit reverses dismissal of an ERISA case when the plaintiff raised “legitimate questions” about the completeness of the plan documents attached to defendant’s Fed. R. Civ. P. 12(b)(6) motion to dismiss.
“Cases often depend on the contents of legal instruments, such as trusts or contracts. And under the Federal Rules of Civil Procedure, these documents are part of the pleadings if attached to the complaint. If a plaintiff doesn’t attach them to the complaint, an alert defendant can provide the relevant records at the motion-to-dismiss stage to defeat the plaintiffs’ claims. But defendants must take care. If there are factual questions about whether the defendant has provided a complete set of the controlling documents, discovery is appropriate—not dismissal.”
This case raises whether insurance company GEICO misclassified its captive insurance agents as independent contractors, thus depriving them of full employee benefits. “The benefits-plan documents are integral to the plaintiffs’ claims but were not attached to the complaint. So the district court ordered the parties to provide the relevant plan documents.”
GEICO purported to provide the governing plan documents, supported by an authenticating declaration, claiming that the submitted documents were “all of the relevant plan documents” and that they “were in effect from at least as early as January 1, 2013, and at least as recently as December 31, 2022.” But plaintiffs responded that “many of the documents are dated after January 1, 2013, meaning that the documents could not be in effect on that date,” and that some documents had redlines, handwritten notes, and comments and thus were likely draft documents rather than final. Plaintiffs requested discovery. But the judge granted the motion to dismiss based on the defendant’s exhibits.
The Sixth Circuit reverses.
“A district court may consider some documents outside the pleadings in deciding a motion to dismiss. A ‘copy of a written instrument’ that is attached to a pleading, such as a complaint, becomes ‘part of the pleading for all purposes.’ Fed. R. Civ. P. 10(c). And a plaintiff cannot ‘survive a motion to dismiss simply by not attaching a dispositive document upon which the plaintiff relied’ . . . . A district court may consider documents submitted by the defendant without converting a motion to dismiss to a motion for summary judgment if they are ‘referred to in the pleadings’ and ‘integral to the claims.’”
Yet if a plaintiff disputes the authenticity or completeness of documents submitted by the defendants and “raise[s] supported arguments that the documents are not what the defendants claim, the district court should, at a minimum, permit discovery about the documents.” This includes a plaintiff “raising legitimate questions about whether the defendant has provided a complete set of governing documents.”
“This case involves both authenticity and completeness issues. If GEICO wanted the district court to rely on the contents of its employee-benefits plans, it should have provided a full set of authentic plan documents for the relevant period. The agents’ claims arose at some point after April 2017 . . . . So GEICO had to provide authentic documents accounting for all plan amendments from about 2017 to 2023.”
Not only had GEICO attached apparent drafts of documents rather than final versions, “perhaps more importantly, the plan summary [attached by GEICO] is not the controlling legal document—the plan itself would take precedence in the event of any conflict with the summary. So the district court erred by relying on the plan summary because there was a factual question about its authenticity and, in any event, the district court should have looked to the plan itself.”
Furthermore, “neither the redlined amendments nor the 2023 plan shows all changes made to the profit-sharing plan between 2013 and 2023. Each source has changes that the other lacks . . . . These omissions raise a significant factual question: Are there other changes that are not reflected in either source? GEICO provided a 2023 version of the profit-sharing plan. But even if we accept that document as authentic, we cannot be sure how the plan evolved before 2023. GEICO has not provided a complete set of redlined amendments. And the 2023 plan does not accurately note all previous amendments either.”
“In the end, we are not convinced that the current record accurately shows how the profitsharing and consolidated welfare plans changed between 2017 and 2023. There is a factual question about whether the record includes each amendment to the profit-sharing and consolidated welfare plans from that period. So the district court could not rely on the contents of the plans (or the plan summaries) to dismiss the amended complaint.”
“We have no reason to question that GEICO and [declarant] Masiuk acted in good faith to compile what they thought was the relevant universe of documents. Nevertheless, Masiuk could have made a mistake, even if he did his best to assemble the relevant documents. Or perhaps some documents weren’t available to him. GEICO ultimately submitted over 2,000 pages of documents and it has multiple relevant plans. And we know GEICO has already committed multiple errors: Besides the issues identified above, GEICO didn’t submit any copy of the profit-sharing plan when it responded to the district court’s initial document request in September 2023. Even though the 2023 version is dated January 1, 2023, GEICO did not provide it until November 2023. Perhaps GEICO will locate more relevant documents if discovery is permitted.”
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