Life Ins. Co., 648 F.3d 98, 104 (2d Cir. 2011) (internal quotation marks omitted). The plausibility standard is guided by two principles. Xxxxxxxx x. Xxxxx, 556 U.S. 662, 678 (2009) (citing Bell Atl. Corp. x. Xxxxxxx, 550 U.S. 544 (2007)); accord Xxxxxx x. Xxxxx, 572 F.3d 66, 71–72 (2d Cir. 2009). First, the principle that a court must accept all allegations as true is inapplicable to legal conclusions. Thus, “threadbare recitals of the elements of a cause of action supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S. at 678. Although “legal conclusions can provide the framework of a complaint, they must be supported by factual allegations.” Id. at 679. A plaintiff must provide facts sufficient to allow each named defendant to have a fair understanding of what the plaintiff is complaining about and to know whether there is a legal basis for recovery. See Xxxxxxx, 550 U.S. at 555. Second, only complaints that state a “plausible claim for relief” can survive a motion to dismiss. Iqbal, 556 U.S. at 679. “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. The plausibility standard is not akin to a ‘probability requirement,’ but asks for more than a sheer possibility that defendant acted unlawfully. Where a complaint pleads facts that are ‘merely consistent with’ a defendant's liability, it ‘stops short of the line’ between possibility and plausibility of ‘entitlement to relief.’” Id. at 678 (quoting Xxxxxxx, 550 U.S. at 556-57) (internal citations omitted); see In re Elevator Antitrust Litig., 502 F.3d 47, 50 (2d Cir. 2007). Determining whether a complaint plausibly states a claim for relief is “a context specific task that requires the reviewing court to draw on its judicial experience and common sense.” Xxxxx, 556 U.S. at 679; accord Xxxxxx, 572 F.3d at 72.
Life Ins. Co. x. Xxxxxxx, 297 F.3d 558, 567 (7th Cir. 2002). According to the Company, Paragraph 12.7 creates this requisite “gap” because it does not address the effect of Xx. Xxxxx’x misconduct on his ability to receive post-termination benefits. Further, the Company alleges, because Xx. Xxxxx unlawfully obtained his post-termination benefits by “snookering” the Board, “[f]ederal common law confirms that retroactive administration [of the Employment Agreement] is appropriate relief in these circumstances.” Pl.’s Resp. at 7. We echo the Company’s view that Xx. Xxxxx’x treatment of Company funds constituted misconduct, but we are not persuaded by its assertions concerning the purported “gap” in ERISA law. Ultimately, there is no need to create a way for the Company to exercise its self-styled “rights”16 under the plan. To the extent the Company had the option to vindicate such rights, that ship sailed well over a decade ago. Make no mistake: Xx. Xxxxx’x behavior as President and CEO of the Company was, by our assessment, cavalier, irresponsible, greedy, and deceitful. We have no doubt that the abundant evidence of his misconduct offends the sensibilities of those who have a familiarity with it. Xx. Xxxxx’x proven disregard for his duty of good faith to the Company was by every measure troublesome and disappointing. E.g., Perfect Flowers, Inc. v. Teleflora, LLC, No.
Life Ins. Co., 140 F.3d 1104, 1108 (7th Cir. 1998). The mere existence of the parties’ disagreement over the operative terms will not necessarily create an ambiguity. Roche, 987 N.E.2d at 79. In other words, if an ERISA plan’s terms are unmistakably clear, all terms shall be construed against the drafter—in this case, the Company. For what we hope and expect to be our final time at bat, we grapple once more with Paragraph 12.7 (“Payment Obligation Absolute”). Recall that this section of the ERISA plan contained within Xx. Xxxxx’x Employment Agreement was drafted by the Company’s counsel, communicated to the Company and Xx. Xxxxx, and approved by both parties as evidenced by their signatures affixed in 1999. It provides, in relevant part, as follows: The Company’s obligation to make the payments and the arrangements and benefits provided for or referred to herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against [Xx. Xxxxx] or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from [Xx. Xxxxx] or from whosoever may be entitled thereto, for any reasons whatsoever. Emp’t Agrmt. at 13 (emphases added). We would be hard-pressed to describe the foregoing language as ambiguous, incomplete, or susceptible to multiple interpretations. In no uncertain terms (to the contrary, in many definite words and phrases), Paragraph 12.7 crystallizes the parties’ intent to create contractual rights and duties between them. This provision firmly establishes Xx. Xxxxx’x unqualified right to receive his employee benefits and the Company’s corresponding duty, when such benefits came due, to pay them without dispute. Peppered with strong modifiers, the paragraph indicates deliberate choices presumably made to eliminate any foreseeable “gray area” regarding the parties’ long-term relationship. The result of such contract drafting is perhaps, in this case, at least, a harsh result. Nevertheless, it is a result that—however unpalatable—must be enforced. “The central problem to which XXXXX is addressed is the loss of benefits previously promised.” Huppeler v. Xxxxx Xxxxx Foods Corp., 32 F.3d 245, 246 (7th Cir. 1994) (citing XXXX
Life Ins. Co., 555 F.3d 1042, 1045 (9th Cir. 2009) (“General contract and agency principles apply in determining the enforcement of an arbitration agreement by or against nonsignatories.”).
Life Ins. Co., 890 F.3d 802, 808 (9th Cir. 2018) (noting federal common law applies when 28 interpreting ERISA plan). However, because the parties agree Arizona law should apply to this unique situation, the Court will apply Arizona law.
