Opinion
6:22-CV-06426 EAW
2023-06-20
Ann DEMARLE, Plaintiff, v. VIDEK, INC., Defendant.
Thomas C. Nuovo, Esq., Bauer Gravel Farnham, Colchester, VT, for Plaintiff. Elliot Aaron Hallak, Harris Beach PLLC, Albany, NY, Ross B. Hofherr, Harris Beach PLLC, New York, NY, Andrew D. Manitsky, Esq., Lynn, Lynn, Blackman & Manitsky, P.C., Burlington, VT, for Defendant.
Thomas C. Nuovo, Esq., Bauer Gravel Farnham, Colchester, VT, for Plaintiff. Elliot Aaron Hallak, Harris Beach PLLC, Albany, NY, Ross B. Hofherr, Harris Beach PLLC, New York, NY, Andrew D. Manitsky, Esq., Lynn, Lynn, Blackman & Manitsky, P.C., Burlington, VT, for Defendant.
DECISION AND ORDER
ELIZABETH A. WOLFORD, Chief Judge
INTRODUCTION
Plaintiff Ann DeMarle ("Plaintiff") brings this action against Defendant Videk, Inc. ("Videk" or "Defendant"), asserting claims for breach of contract and promissory estoppel, arising out of terminated life insurance coverage insuring the life of Plaintiff's deceased husband, James R. Reda. (Dkt. 1-1 at 4-8; see also Dkt. 7 (re-filed state court complaint)).
Presently before the Court is a motion to dismiss filed by Defendant. (Dkt. 38). For the following reasons, Defendant's motion is granted.
BACKGROUND
The following facts are taken from the complaint. As required on a motion to dismiss, the Court treats Plaintiff's factual allegations as true.
Plaintiff resides in Vermont and was married to James R. Reda ("Reda"). (Dkt. 7 at ¶¶ 1, 4). Reda was one of the founders of Videk, Inc. ("Videk"), and he died on July 12, 2020. (Id. at ¶ 5). Although Reda became disabled prior to his death, at all times prior to his death he was treated by Videk as an employee. (Id. at ¶ 6). Further, although Reda was disabled, he continued to believe he was employed by Videk, up until the time of his death. (Id. at ¶ 12).
Reda had a $250,000 group life insurance policy through Videk with Hartford Life. (Id. at ¶ 7). Videk was the policyholder, and the policy number was GL-362476. (Id.).
After he became disabled, on April 25, 2018, Reda received a letter from The Hartford informing him that he was required to convert his life insurance policy from a group policy to an individual policy. (Id. at ¶¶ 8, 11, 14). The letter stated that he was ineligible for a waiver of premiums because he was over the age of 64 when he became disabled. (Id. at ¶ 11). Specifically, the letter stated:
It is very important for you to note, that once your employee-sponsored coverage terminates under the Sickness or Injury Continuation provision, you will have 31 days from that date, or 15 days from the date your employer signs the form, whichever is later, to complete and submit a Notice of Conversion and/or Portability Rights form in order, at your own expense, to convert your Group Life Insurance to an Individual Life insurance policy.(Id. at ¶ 14). Despite the language in the letter, Reda did not take action to convert the policy because "he was told that Videk would pay the policy premiums." (Id. at ¶ 8).
Plaintiff alleges that she was informed and believes that Videk continued to make payments on the policy until Reda's death, and Reda did not need to take any separate action to convert the policy. (Id. at ¶¶ 9, 13). Further, Plaintiff alleges that she is not aware of any correspondence from Videk or Hartford Life stating that Reda's policy was terminated or that there was a threat of it being terminated, or that Reda's employment was terminated. (Id. at ¶¶ 10, 13). Plaintiff also alleges that she believes that no forms as mentioned in the April 25, 2018 letter were sent to Reda and therefore that he was not required to submit the forms to convert his policy. (Id. at ¶ 15).
Plaintiff is the sole beneficiary of the life insurance policy, and she has not received a letter denying her coverage. (Id. at ¶ 16). Plaintiff has requested, but has not received, evidence of any communications other than the April 25, 2018 letter. (Id. at ¶ 17). Plaintiff alleges that she and Reda relied upon Videk's representations that it was continuing to pay the premiums on the life insurance policy and that the policy was still in effect. (Id. at ¶ 18).
In connection with her breach of contract claim, Plaintiff alleges that Videk had a contractual relationship with Reda, and as part of that agreement, it provided Reda with a $250,000 life insurance policy, for which Plaintiff was the known beneficiary. (Id. at ¶ 20). As part of that contractual relationship, Plaintiff believed she would receive the benefits under the life insurance policy. (Id. at ¶ 21). Plaintiff alleges that Videk prevented Reda from converting his life insurance policy by taking charge of the policy and letting Reda believe that it would continue to pay premiums on the policy, and that in doing so it breached its duty of good faith and fair dealing, which was implied in the contractual agreement that Videk had with Plaintiff, by allowing the life insurance policy to terminate. (Id. at ¶¶ 22-24). As a result of Videk's breach, Plaintiff has lost the benefits of Reda's life insurance policy of $250,000. (Id. at ¶ 25).
With respect to her promissory estoppel claim, Plaintiff alleges that Videk informed Reda that it would continue to pay the premiums for the policy, and led him to believe that he did not need to do anything more to make sure the policy remained in force. (Id. at ¶ 28). Reda was extremely ill at the time, and it was known that he would not have much time to live. (Id.). Neither Reda nor Plaintiff was aware that the policy could expire, since they relied on Videk's promise that it would pay the premiums and that nothing else was required to keep the policy in effect. (Id. at ¶ 29). Plaintiff alleges that her and Reda's reliance on this promise was reasonable and foreseeable, neither of them was aware they needed to take action to prevent termination of the life insurance policy, and they relied on the actions of Videk to their detriment, since payment by Videk of the premiums was not enough to maintain the policy, and it needed to be converted to a private policy. (Id. at ¶¶ 30-32).
PROCEDURAL HISTORY
Plaintiff filed her complaint on February 10, 2021, in the Superior Court of the State of Vermont, Chittenden Unit. (Dkt. 1 at ¶ 1; see also Dkt. 1-1). On March 31, 2021, Defendant filed a Notice of Removal, removing the case to the United States District Court for the District of Vermont on the basis of diversity of citizenship, pursuant to 28 U.S.C. §§ 1332 and 1441. (Dkt. 1 at ¶¶ 4, 10-16).
Thereafter, on April 21, 2021, Defendant filed a motion to dismiss the complaint based on failure to state a claim and for lack of personal jurisdiction, or in the alternative to transfer venue to the United States District Court for the Western District of New York. (Dkt. 11). On January 10, 2022, the Honorable William K. Sessions III, United States District Judge, granted Defendant's motion to transfer venue to the Western District of New York, and denied the motion to dismiss without prejudice. (Dkt. 30 at 15-16).
The case was transferred to the Western District of New York (Dkt. 31), and the Court directed Defendant to either refile its motion to dismiss based on failure to state a claim, which was previously denied without prejudice, or otherwise respond to the complaint, on or before November 10, 2022. (Dkt. 32). Defendant filed its motion to dismiss on November 7, 2022. (Dkt. 38). The Court set a scheduling order, and Plaintiff responded on December 27, 2022. (Dkt. 40).
DISCUSSION
I. Legal Standard
"In considering a motion to dismiss for failure to state a claim pursuant to Rule 12(b)(6), a district court may consider the facts alleged in the complaint, documents attached to the complaint as exhibits, and documents incorporated by reference in the complaint." DiFolco v. MSNBC Cable L.L.C., 622 F.3d 104, 111 (2d Cir. 2010). A court should consider the motion by "accepting all factual allegations as true and drawing all reasonable inferences in favor of the plaintiff." Trs. of Upstate N.Y. Eng'rs Pension Fund v. Ivy Asset Mgmt., 843 F.3d 561, 566 (2d Cir. 2016). To withstand dismissal, a plaintiff must set forth "enough facts to state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). "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." Turkmen v. Ashcroft, 589 F.3d 542, 546 (2d Cir. 2009) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009)).
"While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff's obligation to provide the grounds of his entitle[ment] to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Twombly, 550 U.S. at 555, 127 S.Ct. 1955 (internal quotations and citations omitted). "To state a plausible claim, the complaint's '[f]actual allegations must be enough to raise a right to relief above the speculative level.' " Nielsen v. AECOM Tech. Corp., 762 F.3d 214, 218 (2d Cir. 2014) (quoting Twombly, 550 U.S. at 555, 127 S.Ct. 1955).
Defendant has submitted two documents in support of its motion to dismiss, including the aforementioned April 25, 2018 letter (Dkt. 38-2) and the Declaration of Thomas Slechta, the President and Chief Executive Officer of Videk (hereinafter the "Slechta Declaration") (Dkt. 38-1). Plaintiff concedes that the Court may consider the April 25, 2018 letter, since it is incorporated into the complaint by reference. (See Dkt. 40 at 3 ("Since Plaintiff's Complaint relies upon th[e] letter, she does not object to its consideration by the Court.")). However, Plaintiff objects to consideration of the Slechta Declaration, given there is no basis for the Court to consider the declaration on a motion to dismiss, including to the extent it contains facts conflicting with those pled in the complaint. (Id.).
The Court agrees with Plaintiff. The complaint plainly incorporates by reference and quotes portions of the April 25, 2018 letter (see Dkt. 7 at ¶¶ 11, 14), and therefore the Court may consider it when evaluating the motion to dismiss. See Barshay v. Naithani, No. 20 Civ. 8579 (KPF), 2023 WL 2051170, at *6 (S.D.N.Y. Feb. 16, 2023) ("A document or communication may be incorporated by reference where the plaintiff expressly refers to the document or communication or otherwise relies on it in his pleadings."); Advanced Marine Techs., Inc. v. Burnham Sec., Inc., 16 F. Supp. 2d 375, 378 (S.D.N.Y. 1998) ("As plaintiff . . . has incorporated the letter by reference into the complaint, the Court considers the entire letter under the settled law of this Circuit."). However, Defendants have offered no authority for the Court's consideration of a declaration of one its executive officers at this juncture. Accordingly, the Court declines to consider the Slechta Declaration in connection with assessing the motion to dismiss.
The Court further notes that despite Plaintiff's contention that the complaint was originally filed in Vermont state court "where the pleading standard is much lower and only requires notice to defendant of the claims being brought and does not require pleading facts sufficient to support the claim," (Dkt. 40 at 4 n.1), the federal standards discussed above apply now that the matter has been removed to federal court. See, e.g., Syeed v. Bloomberg L.P., 568 F. Supp. 3d 314, 321 (S.D.N.Y. 2021) ("When a case is removed to federal court . . . [t]he federal court treats the case 'as if it originally had been filed in the federal court.' "); see also Urban v. Bassett, No. 22-cv-19-JLS-JJM, 2022 WL 1667377, at *1 (W.D.N.Y. Apr. 18, 2022) ("Although this action originated in state court, it was removed to this court on January 7, 2022 . . . and 'the federal pleading standard applies to a motion to dismiss filed after an action has been removed' " (citation omitted)), adopted, 2022 WL 1666980 (W.D.N.Y. May 25, 2022); Piechowicz v. Lancaster Cent. Sch. Dist., No. 17-CV-845, 2019 WL 6463402, at *2 (W.D.N.Y. Dec. 2, 2019) ("a plain reading of Rule 81 dictates that the federal pleading standard applies to a motion to dismiss filed after an action has been removed"). Plaintiff never took any steps to amend the complaint, even though she could have done so as of right pursuant to Federal Rule of Civil Procedure 15(a)(1) and even though Defendant twice sought dismissal for failure to state a claim. (See Dkt. 11; Dkt. 38).
II. Plaintiff's Claims are Dismissed.
A. The Parties' Arguments
Defendant contends that Plaintiff's claims must be dismissed because it was not Videk's responsibility to convert Reda's life insurance coverage to an individual plan, including because the face of the April 25, 2018 letter from The Hartford stated that only Reda could complete and sign the forms, and elect conversion to an individual policy. (Dkt. 38-3 at 2). Defendant further contends that Plaintiff's argument that Reda was not provided with the proper forms to convert his coverage cannot form the basis of any claims against Videk, since the forms were referenced in a letter from The Hartford, not Videk, and if Reda did not receive the forms, it was incumbent upon him to obtain and complete them. (Id. at 3).
With respect to the breach of contract claim, Defendant contends that Plaintiff's claim that it "prevented" Reda from converting his life insurance coverage is implausible given the language contained in the September 25, 2018 letter, including because the letter expressly advised Reda that his coverage would terminate if he did not personally complete the required forms, and that no action could be taken by Videk to continue Reda's coverage if he did not personally complete and submit the forms necessary to convert his coverage. (Id. at 9).
With respect to the promissory estoppel claim, Defendant contends that it is not plausible that Reda or Plaintiff could rely "on any such vague promise" made by Videk that they would pay the life insurance premiums and that nothing else was required to keep the policy in effect, given the language in the April 25, 2018 letter from The Hartford. (Id. at 10). Specifically, the letter expressly informed Reda what needed to be done for the coverage to remain in place—that Reda himself had to take action—and that Videk's payment of premiums was a temporary continuation of the policy which could only extend Reda's coverage for a maximum of 12 months from his last date of employment. (Id.). Further, Defendant contends that, even if it agreed to pay the premiums on Plaintiff's policy, it had no authority to unilaterally convert Reda's coverage from a group policy to an individual life insurance policy. (Id. at 10-11).
In response, Plaintiff argues that she has asserted both a claim for breach of contract and promissory estoppel, but that the key question to deciding which claim will prevail is whether a contract existed, including because if a contract existed between Videk and Reda, then the promissory estoppel claim should be dismissed. (Dkt. 40 at 3). Plaintiff contends:
on the motion to dismiss it is impossible to determine if a contract continued to exist as Mr. Reda believed that he remained employed with Videk, and pursuant to that employment agreement Videk was required to maintain a life insurance policy for him. However, if it is determined his employment contract was properly terminated, then Ms. DeMarle can still maintain an action under a theory of promissory estoppel because Mr. Reda relied upon Videk's promise that it would continue to pay and maintain his life insurance policy. The fact that Mr. Reda did not know this was possible, but relied upon the promise by Videk, is a valid basis for a promissory estoppel claim. In failing to notify Mr. Reda that Videk could not maintain the policy unless he converted it to an individual policy, it breached the duty it owed to both Mr. Reda and Ms. DeMarle. Mr. Reda relied to his detriment on the promises made by Videk.(Id. at 4).
With respect to the breach of contract claim, Plaintiff contends that Videk's argument that they were unable to continue the policy is irrelevant, since "once Videk promised it would continue to maintain the policy on his behalf, they took on that responsibility, regardless of whether they were legally able to do so." (Id. at 7). Plaintiff further argues that Videk's arguments are misplaced since the breach is not of the life insurance policy itself, but rather Videk's promise to maintain the life insurance policy and its failure to sign and send out the required Notice of Conversion of Rights form, since "once Videk entered into this contract to maintain the life insurance policy on behalf of Mr. Reda, it needed to take the necessary steps to effectuate that transition." (Id. at 8-9).
With respect to the promissory estoppel claim, Plaintiff contends that if the Court found there was no binding contract with Videk to maintain Reda's life insurance policy, then she would have a claim against Videk for promissory estoppel. (Id. at 9). Plaintiff contends that she has pled a claim for promissory estoppel since Videk made a clear and unambiguous promise to Reda, that Plaintiff and Reda relied on that promise by Videk that it would maintain the life insurance policy, and that their reliance was reasonable, since they never received notice of cancellation of the policy, or any documentation necessitating action on their part to avoid termination of the policy. (Id. at 9-11). Plaintiff further argues that although the April 25, 2018 letter from The Hartford indicated that Reda needed to convert his policy, it also stated that he did not need to do so until 15 days after he received a signed notice of conversion form from his employer, which Videk did not send out. (Id. at 12). Plaintiff concludes that "[t]hus Videk knew that Mr. Reda would not be able to convert the policy to an individual policy until it sent out the proper form and did not do so as Videk intended to maintain the policy on Mr. Reda's behalf." (Id.).
B. New York Law Applies
Although neither party raises the issue, the Court first must consider whether it should apply the law of Vermont (where the action originally was filed) or New York to this dispute. "When an action has been transferred, a federal court sitting in diversity must determine whether to apply the law of the transferor state, or the law of the transferee state in which it sits." Gerena v. Korb, 617 F.3d 197, 204 (2d Cir. 2010). "If a district court receives a case pursuant to a transfer under 28 U.S.C. § 1406(a), for improper venue, or 28 U.S.C. § 1631, for want of jurisdiction, it logically applies the law of the state in which it sits, since the original venue, with its governing laws, was never a proper option." Id. However, "when a case is transferred for convenience under 28 U.S.C. § 1404(a), the law of the transferor state is to be applied so long as the transferor state could properly have exercised jurisdiction." Id.; see also SongByrd, Inc. v. Estate of Grossman, 206 F.3d 172, 180 (2d Cir. 2000) ("[I]n a transferred action the law of the transferor jurisdiction applies . . . only if the transferor court has personal jurisdiction." (internal citation omitted)).
Here, Judge Sessions transferred the case pursuant to 28 U.S.C. § 1401(a) (for the convenience of the parties), as opposed to 28 U.S.C. § 1406 (for a case filed in the wrong division or district), because the parties' briefing focused on § 1404. (See Dkt. 30 at 13-15 & n.4 ("Because the parties' briefing focuses on Section 1404, the Court declines to consider a transfer under 28 U.S.C. § 1406")). However, Judge Sessions also made a separate finding that jurisdiction in Vermont was improper. (See id. at 12-13 (concluding that "[t]he Court therefore finds that Plaintiff has failed to allege sufficient minimum contacts between Videk and Vermont to support specific jurisdiction in this district," and [t]he Court has no personal jurisdiction over Videk, and this case is eligible for either dismissal without prejudice subject to re-filing in an appropriate forum, or direct transfer to such a forum")). Because Vermont lacked jurisdiction over the dispute, application of New York law is proper, and the Court will apply New York law with respect to Plaintiff's claims for breach of contract and promissory estoppel.
The parties appear to agree that New York law applies. (See, e.g., Dkt. 38-3 at 8, 10 (Defendant reciting requirements for asserting a claim for breach of contract and promissory estoppel under New York law); Dkt. 40 at 7-10 (Plaintiff reciting requirements for maintaining breach of contract claim and promissory estoppel claim under New York law)).
C. Breach of Contract
"Under New York law, there are four elements to a breach of contract claim: '(1) the existence of an agreement, (2) adequate performance of the contract by the plaintiff, (3) breach of contract by the defendant, and (4) damages.' " Ellington Credit Fund, Ltd. v. Select Portfolio Servicing, Inc., 837 F. Supp. 2d 162, 188-89 (S.D.N.Y. 2011) (quoting Harsco Corp. v. Segui, 91 F.3d 337, 348 (2d Cir. 1996)), reconsideration denied, 2012 WL 13065889 (S.D.N.Y. Feb. 3, 2012); see also Amable v. New School, 551 F. Supp. 3d 299, 308 (S.D.N.Y. 2021) (same).
"Conclusory allegations that a defendant breached an agreement are insufficient to support a breach of contract claim." Hadami, S.A. v. Xerox Corp., 272 F. Supp. 3d 587, 597 (S.D.N.Y. 2017) (citation omitted). "To show that an enforceable contract existed, the claimant must plead facts surrounding the formation of the contract such as the date the parties entered into the contract, the major terms of the contract, the parties to the contract, and that the party to be bound assented to the contract." Fuji Photo Film U.S.A., Inc. v. McNulty, 669 F. Supp. 2d 405, 412 (S.D.N.Y. 2009); see also Full Circle United, LLC v. Skee-Ball, Inc., No. 11 CV 5476 (LB), 11 CV 6277 (LB), 2014 WL 12829195, at *5 (E.D.N.Y. May 13, 2014) (same). "A breach of contract claim 'that fails to allege facts sufficient to show that an enforceable contract existed between the parties is subject to dismissal.' " Fuji Photo Film U.S.A., Inc., 669 F. Supp. 2d at 412 (quoting Berman v. Sugo LLC, 580 F. Supp. 2d 191, 202 (S.D.N.Y. 2008)).
Further, Plaintiff alleges in her complaint that Defendant breached its duty of good faith and fair dealing. "Under New York law, a duty of good faith and fair dealing is implied in every contract, to the effect that neither party 'shall do anything which has the effect of destroying or injuring the right of the other party to receive the fruits of the contract.' " Hadami, S.A., 272 F. Supp. 3d at 598 (quoting M/A-COM Sec. Corp. v. Galesi, 904 F.2d 134, 136 (2d Cir. 1990)). Where a plaintiff pleads both a breach of contract claim and a violation of the covenant of good faith and fair dealing based on the same conduct, those claims are duplicative. Zam & Zam Super Mkt., LLC v. Ignite Payments, LLC, 736 F. App'x 274, 278-79 (2d Cir. 2018) (explaining that where the plaintiff's "claim for breach of the implied covenant seeks redress for the same conduct and resulting injury as the breach of contract claim," and concluding that district court "properly dismissed plaintiff's breach of implied covenant claim as duplicative"). Further, "[b]ecause the duties imposed by the implied covenant of good faith and fair dealing arise as a result of the formation of a contractual relationship between the parties, a claim for breach of the implied covenant of good faith and fair dealing must be dismissed when there is no valid and enforceable contract between the parties." Hadami, S.A., 272 F. Supp. 3d at 598.
Viewing the allegations in the complaint in the light most favorable to Plaintiff, the Court concludes that she has failed to alleged sufficient facts to plausibly state a claim for breach of contract. The complaint contains very little detail with respect to the contract alleged by Plaintiff. For example, the complaint lacks factual allegations specifying when the contract was formed, other than to allege generally that it was sometime following receipt of the April 25, 2018 letter from The Hartford. Further, the complaint includes no allegations with respect to who at Videk told Reda that it would continue to pay the premiums on the policy. Rather, the complaint simply alleges that Reda "was told that Videk would pay the policy premiums." (See Dkt. 7 at ¶ 8). Similarly, the complaint lacks allegations with respect to the major terms of the contract; for example, there is no allegation that Videk told Reda that it could or would complete the conversion form on his behalf. In other words, the allegations in the complaint are too conclusory to plausibly allege the existence of a contract between Reda and/or Plaintiff and Videk. See, e.g., Bice v. Robb, 511 F. App'x 108, 109-10 (2d Cir. 2013) (siblings failed to establish existence of an enforceable agreement under New York law; promise to "take care of the family" was "far too indefinite and vague to be enforced").
Underscoring the lack of any specific factual allegations pertaining to the conversion form are the terms of the April 25, 2018 letter, which undercut Plaintiff's assertions regarding the alleged contract with Videk. Specifically, the letter states:
Even though you are not eligible for the Waiver of Premium benefit, the Policy has a 12 month Sickness or Injury Continuation provision. If the Sickness or Injury Continuation provision applies to you, your Group Life Insurance will be continued for the time period specified within the Policy, as long as payment of premium by your employer is continued as required. Please note that the continued coverage is subject to any reductions in the Policy and will terminate if the Policy terminates prior to the end of the 12 month Continuation period.(Dkt. 38-2 at 3 (emphasis added)).
. . .
It is very important for you to note that, once your employer-sponsored coverage terminates under the Sickness or Injury Continuation provision, you will have 31 days from that date, or 15 days from the date your employer signs the form, whichever is later, to complete and submit a Notice of Conversion and/or Portability Rights form in order, at your own expense, to convert your Group Life Insurance to an Individual Life insurance policy. Enclosed please find a Notice of Conversion and/or Portability Rights form for your Group Life Insurance coverage. As indicated on the Notice of Conversion and/or Portability Rights form , this form must be completed by yourself and your employer .
Regardless of when Reda ceased to be employed by Videk, and crediting Plaintiff's allegation that Videk agreed to continue paying premiums on the policy, the text of the letter is clear that action was required by Reda, and not only by his employer, if he wanted to convert his policy following the 12-month continuation of coverage provision. The complaint contains virtually no allegations with respect to Videk's responsibilities as they pertain to the conversion form—read generously, the complaint indicates that Reda simply assumed his employer would complete the conversion form. (See, e.g., Dkt. 7 at ¶ 8 ("Though Mr. Reda received a letter stating that he needed to convert the policy to an individual policy after he became disabled, he did not do so because he was told that Videk would pay the premiums.")). However, an assumption by one party cannot form the basis of a breach of contract claim. In the face of this evidence, which Plaintiff has agreed the Court may consider on the motion to dismiss, she cannot plausibly plead the existence of a contract with Videk to continue Reda's life insurance policy, including by completing the conversion form on his behalf. Accordingly, Defendant's motion is granted as to his breach of contract claim, and Plaintiff's breach of contract claim is dismissed.
The complaint does not contain allegations with respect to whether Reda was definitively employed by Videk up until the time of his death, when Reda ceased to be employed by Videk, or his last date of employment with Videk. Rather, the complaint states only that Reda was "treated" as an employee prior to his death, and that although he was disabled, he "believed" he was employed by Videk up until the date of his death. (Dkt. 7 at ¶¶ 6, 12).
Neither party has raised an issue with respect to whether the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1001 et seq., preempts Plaintiff's state law claims. "ERISA preempts 'any and all State laws insofar as they may now or hereafter relate to any employee benefit plan.' " Chau v. Hartford Life Ins. Co., 167 F. Supp. 3d 564, 571 (S.D.N.Y. 2016) (quoting ERISA § 514(a), 29 U.S.C. § 1144(a)). The ERISA preemption provisions are expansive, and therefore "ERISA preemption is not limited to state laws that specifically affect employee benefit plans; it extends to state common-law contract and tort actions that relate to benefits as well." Id.; see also id. at 566 (where the plaintiff brought a claim pursuant to ERISA seeking restoration of her benefits, as well as a variety of state law claims for tortious interference with contract, negligence, and defamation, concluding that Plaintiff's state law claims related to ERISA plan and therefore were dismissed as preempted by ERISA); Krass v. Connecticare, Inc., No. 3:96CV2565 (AHN), 1998 WL 26409, at *1, 4-6 (D. Conn. Jan 14, 1998) (dismissing plaintiff's claims for breach of contract, misrepresentation, fraud, and violation of the Connecticut Unfair Trade Practices Act as preempted by ERISA). As explained above, neither party has raised the issue of whether Plaintiff's state law claims are preempted or should be recast as a claim brought pursuant to ERISA, and the Court does not have before it any allegations or proof that the life insurance plan at issue was an ERISA plan. Given that the Court finds that Plaintiff has failed to state a claim with respect to her breach of contract and promissory estoppel claims, the Court declines to reach this issue.
D. Promissory Estoppel
"Promissory estoppel is a legal fiction designed to substitute for contractual consideration where one party relied on another's promise without having entered into an enforceable contract." Bader v. Wells Fargo Home Mortg. Inc., 773 F. Supp. 2d 397, 414 (S.D.N.Y. 2011) (citation omitted). "A cause of action for promissory estoppel under New York law requires the plaintiff to prove three elements: 1) a clear and unambiguous promise; 2) reasonable and foreseeable reliance on that promise; and 3) injury to the relying party as a result of the reliance." Kaye v. Grossman, 202 F.3d 611, 615 (2d Cir. 2000). Further, under New York law, "[a] promise that is too vague or too indefinite is not actionable under a theory of promissory estoppel." Lamda Sols. Corp. v. HSBC Bank USA, N.A., 574 F. Supp. 3d 205, 215 (S.D.N.Y. 2021) (quoting Bd. of Trustees ex rel. Gen. Ret. Sys. of Detroit v. BNY Mellon, N.A., No. 11 CIV. 6345, 2012 WL 3930112, at *6 (S.D.N.Y. Sept. 10, 2012)); see also Kilgore v. Ocwen Loan Servicing, LLC, 89 F. Supp. 3d 526, 534 (E.D.N.Y. 2015) ("A promise that is too vague or too indefinite is not actionable under a theory of promissory estoppel; the alleged promise must be clear and unambiguous." (quotations and citations omitted)).
Here, Plaintiff has not alleged a clear and unambiguous promise; rather, she simply alleges that Reda "was told that Videk would pay the policy premiums" (Dkt. 7 at ¶ 8), and Plaintiff makes no allegations with respect to Videk's obligations regarding the conversion form. This conclusory allegation lacks any factual enhancement to support an inference that Videk made a clear an unambiguous promise. See Ashland Inc. v. Morgan Stanley & Co., 700 F. Supp. 2d 453, 472 (S.D.N.Y. 2010) (promise to act "was so vague and indefinite that reliance upon that promise . . . cannot be said to be reasonable"), aff'd, 652 F.3d 333 (2d Cir. 2011); see also Coppelson v. Serhant, No. 19-cv-8481 (LJL), 2021 WL 2650393, at *3 (S.D.N.Y. June 28, 2021) (plaintiffs' allegations that they "accepted as fact virtually all of the [Defendant's] representations as informed believing . . . that his duty of fidelity was exclusive to the Plaintiff," was not a clear and unambiguous promise by defendant that he was not acting as a dual agent).
The Court further notes that Plaintiff has failed to plausibly allege reasonable reliance. Plaintiff alleges only that Videk "led [Reda] to believe that he did not need to do anything more to make sure the policy continued to be in force" (id. at ¶ 28), which amounts to a legal conclusion, rather than factual allegations supporting reasonable reliance. See In re Vasu, 129 F. Supp. 2d 113, 121 (D. Conn. 2001) ("Vasu's conclusory claim of detrimental reliance, unsupported by any factual allegations of actual reliance, is also insufficient to support a claim for promissory estoppel."). The lack of allegations with respect to Plaintiff's reasonable and foreseeable reliance is further underscored by the April 25, 2018 letter—which indicates that any reliance by Plaintiff on Videk to submit the conversion form would not be reasonable. For those reasons, Plaintiff's promissory estoppel claim is also dismissed.
CONCLUSION
For the foregoing reasons, Defendant's motion to dismiss (Dkt. 38) is granted, and Plaintiff's complaint is dismissed.
SO ORDERED.