CourtListener opinion 10196910

Evidence quotes

Clean opinion text

UNITED STATES DISTRICT COURT 
 DISTRICT OF MASSACHUSETTS 
DANIELLE VLAHOS, 
 * 
 * 
 Plaintiff, 
 * 
 * 
 v. 
 * 
 * Civil ActionNo. 17-cv-12505-ADB 
ALIGHT SOLUTIONS BENEFIT PAYMENT 
 * 
SERVICES, LLC, JOHNSON CONTROLS, 
 * 
INC., and FIDELITY INVESTMENTS 
 * 
EMPLOYER BENEFITS SERVICES CORP., 
 * 
 * 
 Defendants. 
 MEMORANDUM AND ORDER 
 GRANTING MOTION TO DISMISS 
BURROUGHS, D.J. 
 On October 26, 2017,Plaintiff Danielle Vlahos filedthis actionallegingstatelaw claims 
forbreach of contract, breach of implied warranty, negligence, and breach of fiduciary duty
against all Defendants for failingto protect her interest in401(k) retirement funds accrued by her 
former husband, Mark Vlahos,during their marriage.[ECF No. 1-1]. Currently pendingbefore 
the Court is Defendants'1 motion to dismiss. [ECF No. 10]. For the following reasons, the 
motion to dismiss is GRANTED. Plaintiff, however, may file an amended complaint to state her 
claims under ERISAwithin twenty-onedays of the entry of this order. 
I. BACKGROUND 
 The following facts are drawn from the complaint [ECF No. 1-1at 4–14] (the 
"Complaint"), the well-pleaded allegations of which are taken as true for purposes of evaluating 
Defendants' motion to dismiss. SeeRuivo v. Wells Fargo Bank, 766 F.3d 87, 90 (1st Cir. 2014).
1 Defendant Fidelity Investments Employer Benefits Services Corp. was apparently never served, 
see[ECF No. 1 at 4], and has not entered an appearance in this action. 
 From 2002 until approximately 2015, Plaintiff was marriedto Mr.Vlahos. Compl. ¶ 5; 
[ECF No. 14 at 9–10]. During their marriage,Mr. Vlahos was employed byDefendant Johnson 
Controls. Compl. ¶ 5. In connection with his employment,Mr. Vlahos participated in a 401(k) 
retirement savings plan (the "Plan"), which established a retirement savings account (the 
"Account"). Id. ¶ 6. The funds in the Account were provided by Defendant Johnson Controls, 

serviced by Defendant Alight, and maintained by Defendant Fidelity as custodian. Id. ¶¶ 6–8.
 On approximately May 15, 2013, Plaintiff filed for divorce from Mr. Vlahos. Id. ¶9.On 
June 12, 2014, theAccount had a balance of approximately $125,000.00. Id.¶10.OnNovember 
5, 2014, the Account balance was approximately $25,000.00. Id. ¶ 11. Defendants did not 
provide Plaintiff with prior notice of Mr. Vlahos's $100,000.00 withdrawal from the Account. Id.
¶ 13. 
 Plaintiff filed this action in the Norfolk County Superior Court on October 11, 2017.
[ECF No. 1-1 at 15].On December 19, 2017,Defendants removed thecase to federal court,
without objection from Plaintiff, on the basis of federal question jurisdiction. [ECF No. 1]. 

Defendants assertedthat Plaintiff, as abeneficiary of anemployee benefits plan controlled by the 
Employee Retirement Income Security Act of 1974, 29 U.S.C. §1001 et seq.("ERISA"),alleged
state law claims that were preempted by ERISA and thus subject to federal jurisdiction.Id.; see
28 U.S.C. §1331. 
II. STANDARDOF REVIEW 
 On a motion to dismiss under Federal Rule ofCivil Procedure 12(b)(6), the Court must
accept as true all well-pleaded facts, analyze those facts in the light most hospitable to the
plaintiff's theory, and draw all reasonable inferences from those facts in favor of the plaintiff.
U.S. ex rel. Hutcheson v. Blackstone Med., Inc., 647 F.3d 377, 383 (1st Cir. 2011). The facts
alleged must be sufficient to "state a claim to relief that is plausible on its face." A.G. ex rel.
Maddox v. Elsevier, Inc., 732 F.3d 77, 80 (1st Cir. 2013) (quoting Bell Atlantic Corp. v.
Twombly, 550 U.S. 544, 570 (2007)). The plausibility standard invites a two-step analysis. Id.
"At the first step, the court ‘must separate the complaint's factual allegations (which must be
accepted as true) from its conclusory legal allegations (which need not be credited).'" Id.

(quoting Morales-Cruz v. Univ. of P.R., 676 F.3d 220, 224 (1st Cir. 2012)). "At the second step,
the court must determine whether the remaining factual content allows a reasonable inference
that the defendant is liable for the misconduct alleged." Id.(internal quotations and citation
omitted). "[T]he combined allegations, taken as true, must state a plausible, not a merely
conceivable, case for relief." Sepúlveda-Villarini v. Dep't of Educ. of P.R.,628 F.3d 25, 29 (1st
Cir. 2010). 
III. DISCUSSION 
 Plaintiff brings state law claims against all Defendants, all premised onthe allegationthat 
Defendants failed to protect her interests as a plan beneficiaryin the Account during the couple's

pending divorce.Defendants argue that Plaintiff's claims for breach of contract, breach of 
implied warranty, negligence, and breach of fiduciary dutyshould be dismissed because they are 
preempted by ERISA. 
 A. ERISAPreemption 
 ERISA expressly preempts all state laws that "relate to any employee benefit plan,"
including common law claims. 29 U.S.C. § 1144(a); seePilot Life Ins. Co. v. Dedeaux, 481 U.S. 
41, 41–42, 48 (1987) (holdingthat state common law claims relating to ERISA plans are 
preempted unless they qualify for an exception). The parties do not dispute that the Planat issue 
here is an employee benefit plan covered by ERISA. Therefore, the survival of the Complaint
hinges on whether Plaintiff's claims "relate to" the Planand,ifso, whether they qualify for an 
exemption. 
 Astatelaw relates to an employee benefit plan if it (1) has "a connection with" or (2) 
makes "reference to such a plan." Cal. Div. of Labor Standards Enforcement v. Dillingham 
Const., N.A., 519 U.S. 316, 324(1997)(internal quotation marks and citation omitted). Because 

Plaintiff alleges common law claims, only the "connection with" test is relevant here. Id.Under 
this test,the court must look to "the objectives of the ERISA statute as a guide to the scope of the 
state law that Congress understood would survive."Zipperer v. Raytheon Co., 493 F.3d 50, 53 
(1st Cir. 2007)(quoting Hampers v. W.R. Grace & Co., 202 F.3d 44, 51 (1st Cir.2000)).
ERISA's objectives include uniformity of administration of ERISA plans and "avoiding 
inconsistent state regulation of such plans." Id.; seealsoEgelhoff v. Egelhoff ex rel. Breiner, 532 
U.S. 141, 151 (2001) (holding that state law that removed named beneficiaryspouse from former 
spouse's life insurance policy upon divorcewas preemptedbecause "[t]his ‘tailoring of plans and 
employer conduct to the peculiarities of the law of each jurisdiction' is exactly the burden 

ERISA seeks to eliminate" (quoting Ingersoll-Rand Co. v. McClendon, 498 U.S. 133, 142 
(1990))). "[A]ny state-law cause of action that duplicates, supplements, or supplants the ERISA 
civil enforcement remedy conflicts with the clear congressional intent to make the ERISA 
remedy exclusive and is therefore pre-empted."2 Aetna Health Inc. v. Davila, 542 U.S. 200, 209–
10(2004)(holding that if entitlement to benefits exists "only because of the terms of an ERISA-
regulated employee benefit plan, and where no legal duty (state or federal) independent of 

2 Section 502(a) of ERISA sets out the civil enforcement mechanism, and "provide[s] in relevant 
part that ‘[a] civil action may be brought—(1) by a participant or beneficiary—. . . (B) to 
recover benefits due to him [or her] under the terms of his [or her] plan, to enforce his [or her]
rights under the terms of the plan, or to clarify his [or her] rights to future benefits under the 
terms of the plan.'" Rogers v. Rogers & Partners, Architects, Inc., No. 08-cv-11730-NG, 2009 
WL 5124652, at *5 (D. Mass. July 27, 2009) (quoting 29 U.S.C. § 1132(a)(1)(B)). 
ERISA or the plan terms is violated, then the suit [is preempted]"). "There is a strong 
presumption that common-law claims that intrude on ERISA's civil enforcement regime are 
preempted." Anthony v. JetDirect Aviation, Inc., 725 F. Supp. 2d 249, 256 (D. Mass. 2010).
 In Hampers, 202 F.3d at 53, the First Circuit held that state common law claims were 
preempted by ERISAbecause the defendant was "an ERISA employer and fiduciary with 

responsibility overthe administration of the plan"and it was only because of this relationship to 
the ERISA-governed plan that the defendant could have breached the agreement in the way the 
plaintiff alleged. Similarly, a judge ofthis court held that common law claims are preempted "if 
the relationship between the plaintiff and defendant is based on a plan governed by ERISA." 
Cuoco v. NYNEX Inc., 722 F.Supp. 884, 886–87 (D. Mass. 1989) (determining there was no
preemption because parties' relationship was "not based directly on the .. . plan but on verbal 
misrepresentations which were not part of the plan"). 
 Here, Plaintiff's claims are premised on herrelationship withDefendants, which is
established exclusively through the Plan,given Defendants' administration of the plan and her

claim that sheis "a beneficiary to"the Account.Compl. ¶¶ 54, 58, 62. Because Plaintiff alleges
that Defendants acted improperlyby distributingfunds to Mr. Vlahos in contravention of their 
obligations to protect her interests "as a beneficiary of the contract"and "as beneficiary to"the 
Account,id.¶¶ 16, 54, her claims relatedirectly to the administration of benefits under the Plan.
Therefore, here, as in Hampers,"it is onlyby virtue of [defendant's] status as an ERISA [related 
entity] with direct control over the administration and operation of the [benefits account] that 
[defendant] could have breached the. . . agreement in the way [plaintiff] insists that it did." 202 
F.3d at 53.Thus, Plaintiff is seeking to enforce her rights under the Planas a beneficiary, which 
puts her claims directlywithin the scope ofERISA preemption.See29 U.S.C. § 1144(a).
 B. Qualified Domestic Relations Order Exemption 
 Plaintiff argues in her opposition that her claims should survive because she is "ask[ing]
the Court to enforce her legal rights under Massachusetts domestic relations laws"and not under 
the Plan.[ECF No. 14 at 4]. Plaintiff does not cite to a specific provision of the Massachusetts 
domestic relations laws as the source of her claim to the Account, but she appears to be referring 

to Mass.Supp.R.Dom.Rel.P. 411, which provides that the filing of a complaint in adivorce 
action triggers the issuance of an automatic restraining order prohibiting either party from 
"sell[ing], transfer[ring], encumber[ing], conceal[ing], assign[ing], remov[ing] or in any way 
dispos[ing] of any property, real or personal, belonging to or acquired by, either party" during 
the pendency of the action, and Mass. Gen. Laws ch. 208, § 34, which grants the probate court 
the authority to assign to either spouse "all or any part of the estate of the other, including... all 
vested and nonvested benefits, rights and funds accrued during the marriage and which shall 
include. . .retirement benefits."3 
 ERISA provides an exception to preemptionfor orders that are deemed by the ERISA-
governed plan administrator to be qualified domestic relations orders ("QDRO").4 29 U.S.C. § 

1144(b)(7); seeBoggs v. Boggs, 520 U.S. 833, 846 (1997)("QDRO's, unlike domestic relations 
orders in general, are exempt from . . . ERISA's general pre-emption clause.").A domestic 
relations order is "qualified"when it meets certain statutory requirements and has been provided 
to the plan administrators for their evaluation and adetermination as to whether it is a QDRO.
SeeTrs.of Dirs.Guild of Am.-Producer Pension Benefits Plans v. Tise, 234 F.3d 415, 420 (9th 
Cir.),opinion amended on denial of reh'g,255 F.3d 661 (9th Cir. 2000) ("Upon obtaining a 

3 Plaintiff did not explain, either in the Complaint or in her opposition brief, what percentage of 
the Account, if any, was awarded to Plaintiff in the divorce proceedings. 
4 Plaintiff didnot explicitly raise the QDRO exception as an argument against preemption.
domestic relations order in a state court proceeding, [the party seeking] to establish a right to 
payment pursuant to that order from an ERISA-covered benefit plan must present the order to the 
pension plan administrator for a determination of whether it is a QDRO."); seealso29 U.S.C. § 
1056(d)(3)(G)(i). 
 A domestic relations order meets the statutory requirements for a QDROif the orderis 

issued by a court pursuant to a state domestic relations law,29 U.S.C. § 1056(d)(3)(B)(ii),and
clearly specifies the following: 
 (i) the name and the last known mailing address (if any) of the participant and the 
 name and mailing address of each alternate payee covered by the order, (ii) the 
 amount or percentage of the participant's benefits to be paid by the plan to each 
 such alternate payee, or the manner in which such amount or percentage is to be 
 determined, (iii) the number of payments or period to which such order applies, 
 and,(iv) each plan to which such order applies. 
Id.§ 1056(d)(3)(C).These requirements are intended to "amount to a statutory checklist working 
to ‘spare [an administrator] from litigation-fomenting ambiguities.'" Kennedy v. Plan Adm'r for 
DuPont Sav. & Inv. Plan, 555 U.S. 285, 301–02(2009)(quoting Metro. Life Ins. Co. v. 
Wheaton,42 F.3d 1080, 1084 (7th Cir.1994)). 
 Some courts have adopted a broad interpretation of the QDRO statutory requirements and 
found domestic relations orders to be qualified as long as they contain no ambiguity as to the 
beneficiary and scope of the entitled benefits.See Unicare Life & Health Ins. Co. v. Phanor, 472 
F. Supp. 2d 8, 12,14 (D. Mass. 2007); see alsoMetro. Life Ins. Co. v. Marsh,119 F.3d 415, 422
(6th Cir.1997). In Unicare,the court held that an automatic restraining order,similar to the order 
at issue here, was a QDRO.472 F. Supp. 2d at 14. Despitedetermining that "the state court's
[standard automatic restraining order in divorce cases] fails to meet every one of [the statutory]
requirements"under a strict interpretation,the court broadly interpretedthe QDRO provision of
ERISAas requiring only "that a party reading the order be able to understand which specific 
people, percentages, periods, and policies it affects." Id.at 12–13. The First Circuit has not 
spoken directly tothe question of whetherprobate court restraining orders are QDROs, and other 
Circuits disagree with this broad interpretation of the statutory requirements.SeeCent. States, 
Se. & Sw. Areas Pension Fund v. Howell,227 F.3d 672, 678 (6th Cir.2000) (holding that 
probate court injunction was not a QDRO because, despite naming the parties, the order did not 

contain thestatutorily-required information,including the amount and percentage of payments or 
the name of the plan); Irwin v. Principal Life Ins. Co.,No. 04-cv-4052-JAR,2005 WL 3470359,
at *11 (D.Kan. Dec. 16, 2005) (holdingthat probate court-issued temporary restraining order did 
not constitutea QDRO because it failed to meet all statutorily-required elements and was not 
provided to the plan administrator). 
 Even when an order is deemed a QDRO, theQDRO exception"does not extend to claims 
against a plan administrator for improper administration of the plan, which do not ‘arise under a 
QDRO,'but are merely tangential to it."Hogan v. Fid. Invs. Inst.Operations Co., No. 12-cv-
11229-DPW, 2013 WL 1330480, at *2 (D. Mass. Mar. 29, 2013)(quoting MacKay v. Estate of 

Harris,No. 03-cv-150, 2004 WL 356701,at *2–3 (D.Me. Feb. 25, 2004)(holding plaintiffdid
not ground his claims regarding improper administration of the plan"in any right conferred by 
the QDRO, but in state statutory and common law," and "ERISA preempts such state law insofar 
as it conflicts with ERISA provisions governing administration of benefits plans").Therefore, 
the operative questions in this caseare (1) whether the order qualifies as a QDRO under the 
statutory definitionand (2)whether Plaintiff's claims arise under the QDRO. 
 Here, Plaintiff does not allege that the automatic restraining order entered in the divorce 
proceedingwas a QDRO, nor do the alleged facts indicatethat it meets the statutory 
requirements. Plaintiff did not provide a complete or official copy of theorder. The excerpt 
provided as part of an exhibit to Plaintiff's opposition brief does not include the parties' names, 
and does not identify whetherit applies to theAccount or any benefits accounts.[ECF No. 14 at 
9]; see29 U.S.C. § 1056(d)(3)(C).Therefore, without additional information regarding how the 
order impacts the administration of the benefits, it is too ambiguous to meet the statutory 
definition ofa QDRO,even under thebroadstandard established in Unicare.SeeUnicare,472 F. 

Supp. 2d at 12 (explaining that, at a minimum,a reader must be able to"unambiguously deduce 
which policies were implicated"for an order to qualify as a QDRO). Additionally, Plaintiff does 
not allege that Defendants were provided a copy of the order prior to Mr. Vlahos's withdrawal of 
his retirement funds. Therefore, the allegations do not demonstratethat the order satisfies the
QDROrequirements or that the QDROpreemption exception should apply to Plaintiff's claims.
 Where a domestic relations order does not satisfy the QDRO requirements, courts will 
then conduct a typical ERISA preemption analysis. In disputes arising out of inconsistencies 
between non-qualified domestic relations orders and plan documents, generally plan "documents 
control"in light ofCongress' intent to provide for simplicity and uniformity in ERISA plan 

administration.Kennedy, 555 U.S. at 304; Iowa Health Sys., Inc. v. Graham, No. 07-cv-4030,
2009 WL 2222780, at *6 (C.D. Ill. July 23, 2009) ("ERISA carries the power to preempt not 
only state laws, but also the judgments and orders of state courts—even those orders touching on 
domestic relations, which is an area of law traditionally reserved for the state courts."); see also
29 U.S.C.§ 1056(d)(3)(H)(iii). While in Kennedythe court noted that there is no "general rule 
that a non-QDRO is a nullity in any proceeding that would affect the determination of a 
beneficiary," it suggested that once a domestic relations order is deemed not qualified, plan 
administrators should distribute benefits in accordance with plan documents. Kennedy, 555 U.S. 
at 298. 
 The Planhere clearly states that the plan participant, Mr. Vlahos, "may withdraw all or 
part of his . . . account balance at any time." [ECF No. 11-1 § 7.2]. The Plan does not make 
reference to a spousal notice requirement for fund withdrawals. Id.Thus, Defendants were 
apparentlyactingin compliance with the terms of the Plan when they permitted Mr. Vlahos to 
withdraw $100,000.00.Seeid.To hold otherwise would require Defendants to look outside the 

plan documents—and act inconsistent withthem—in conflict with the intent of Congress to 
create uniformity in plan administration. SeeKennedy, 555 U.S. at 301–04(holding plan 
administrator properly complied with ERISA plan procedure and distributed benefits to named 
beneficiary ex-wife despite conflict with non-QDRO divorce decree in whichshe waived her 
rights to such benefits); Egelhoff, 532 U.S. at 150(holding the state statute "directly conflicts 
with ERISA's requirements that plans be administered, and benefits be paid, inaccordance with 
plan documents" because the statute requires administrators to look outside the plan to divorce 
orders to determine who is entitled to benefits); Berlet v. Berlet, No. 98 CIV. 3263 DLC, 1999 
WL 47107, at *2 (S.D.N.Y. Feb. 3, 1999) ("A failure to find preemption in the current case 

would subject the . . . [p]lan to two sets of obligations, one under the state law cause of action 
outside the plan to pay out plan benefits and a second set of obligations inside the plan under 
ERISA. As such, the present claim is preempted by ERISA."). Thus,to the extent that Plaintiff 
asserts that a non-QDRO order issued by a state probate court created a requirement in conflict
with Defendants' obligations under ERISA,her state law claims are preempted.5

5 Defendants have also argued that Plaintiff failed to exhaust her administrative remedies under 
the Plan. As Plaintiff's claims are based in state law, failure to exhaust theseparticularclaims 
under ERISA is not a proper basis for dismissing the present complaint. When Plaintiff files an 
amended complaint stating claims under ERISA, however, she must demonstrate either that she 
satisfied the exhaustion requirement or that an exceptionapplies. 
IV. CONCLUSION 
 Accordingly, Defendants' motion to dismiss [ECF No. 10] is GRANTED.Plaintiff
requested leave to amend her complaint if the motion is granted, and accordingly, shemay file an 
amended complaint to state her claims under ERISA within twenty-one days of the entry of this 
order. 

SO ORDERED. 
August 8, 2018 /s/ Allison D. Burroughs 
 ALLISON D. BURROUGHS 
 U.S. DISTRICT JUDGE