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UNITED STATES DISTRICT COURT 
 DISTRICT OF NEW JERSEY 
 METROPOLITAN LIFE INSURANCE
 COMPANY, | Civil Action No, 19-13688(MAS)(ZNO) 
 Plaintiff, : 
 v. MEMORANDUM OPINION AND 
 DENA LAWLESS, et al., | ORDER 

 Defendants.

 This matter comes before the Court upon Defendants Cari Lawless and William Lawless's 
Joint Motion to Stay the Proceedings Pending Resolution of the State Court Matters and/or to 
Decline Jurisdiction ("Motion to Stay'). (See Notice of Mot. to Stay, ECF No. 21.) Thomas 
Lawless and Cari Lawless's two minor children ("the children") join that Motion. (T.L. and R.L.'s 
Sept. 20, 2019, Letter ("TRL") 1, ECF No. 27.) Dena Lawless opposes a stay of these proceedings, 
(Mem. in Opp'n to Mot. to Stay, ECF No. 30), and Metropolitan Life Insurance Company 
("MetLife") opposes a stay while it remains a party to the action, (MetLife's Sept. 20, 2019, Letter 
("MLL") 1-2, ECF No. 29). . 
 The parties' initial briefing focused on the exceptional circumstances standard derived 
from Colorado River Water Conserv, Dist. v. United States, 424 U.S. 800, 817 (1976). In light of 
NYLife Distributors, Inc. v. Adherence Grp., Inc., 72 F.3d 371, 374 (3d Cir. 1995), in which the 
Third Circuit "h[e]ld the discretionary standard enunciated in Brillhart [v. Excess Insurance 
Company of America, 316 U.S. 491 (1942),] governs a district court's decision to dismiss an action 
commenced under the interpleader statute during the pendency of parallel state court proceedings," 
the Court requested the parties provide supplemental briefing on whether the Colorado River or 

Brillhart standard applies. (Text Order, ECF No. 35.) Cari and William! submitted a joint 
supplemental brief advancing the Brillhart standard, (Supp. Br. in Support of Mot. 2, ECF No. 
36), which the children joined, (T.L. and R.L.'s Nov. 4, 2019, Letter 1, ECF No. 38). And Dena 
submitted a supplemental brief contending the Colorado River standard is more appropriate, but 
also providing the Court with an analysis under the Brillhart standard. (Supp. Mem. in Opp'n to 
Stay 3-4, ECF No. 37.) For the reasons set forth below, the Court finds the Brillhart standard 
applies and that it is inappropriate, at this stage of the proceedings, to stay the case and deprive 
MetLife of access to expeditious interpleader relief as provided for by Congress when it enacted 
28 U.S.C. § 1335. The Motion to Stay shall be denied without prejudice. 
 I. ALLEGATIONS AND PROCEDURAL HISTORY 
 Thomas Lawless ("the Decedent") died on March 5, 2019, causing three life insurance 
plans to become payable to their identified beneficiaries. (MetLife's Am. Compl. {{[ 30-31, ECF 
No. 4.) Each life insurance plan was maintained by one of the Decedent's former employers, 
PricewaterhouseCoopers LLP ("PwC"), KPMG LLP, and Ernst & Young LLP ("E&Y"). (Id. Jf 9, 
14, 22.) The KPMG and PwC plans are purportedly governed by the Employee Retirement Income 
Security Act ("ERISA"). (Ud. [ff 16, 24; Mem. in Support of Mot. to Stay 2, ECF No. 21-1.) On 
June 7, 2018, the designated beneficiary of each plan was changed to Dena, the Decedent's wife. 
(MetLife's Am. Compl. {J 2, 12, 20, 28.) Before that, the beneficiary of the PwC plan was William, 
the Decedent's brother; the beneficiary of the KPMG plan was Cari, the Decedent's ex-wife, and 
the children as contingent beneficiaries; and the beneficiaries of the E&Y plan were Cari (14%) 
and the two children (each 43%). Ud. Jl 3-6, 13, 21, 29.) MetLife is the administrator of each 
policy. (7d. {| 39-40.) Cari notified MetLife that she was declaring herself a rival beneficiary due 

' The Court respectfully uses the parties' first names to avoid confusion and to promote 
readability.

to a marital settlement agreement ("MSA") she had with the Decedent that provided he would 
maintain two life insurance policies, one benefiting her and another benefiting the children. (/d. 
34-36.) Cari filed a caveat, (Mem. in Support of Mot. to Stay 7), and on April 10, 2019, Dena filed 
a complaint in the Superior Court of New Jersey, Chancery Division, Probate Part, seeking to have 
herself declared an omitted spouse and seeking to be appointed administratrix of the Decedent's 
estate (herein the "Probate Action"), (Mot. to Stay Ex. A 1, ECF No. 22). MetLife filed this 
interpleader action, naming Dena, Cari, William, and the children as defendants, in this Court on 
June 13, 2019, stating it was ready and willing to pay out the benefits under the three plans and 
asking the Court to allow it to deposit the funds into the Registry of the Court and to determine 
whom should receive the benefits under the plans. (Compl. {| 39-41, ECF No. 1; accord Am. 
Compl. { 39-41.) 
 On August 14, 2019, the children filed an answer and counterclaim in the Probate Action 
through their guardian ad litem; through their counterclaim, the children challenge various 
transfers of the Decedent's funds, including both the reassignment of benefits and certain inter 
vivos gifts, allegedly caused by Dena's undue influence. (Mot. to Stay Ex. B 15, 16~17, ECF No. 
21-4.) The same day, Cari moved in her divorce action against the Decedent before the New Jersey 
Superior Court, Chancery Division, Family Part, seeking to join the Decedent's estate and Dena 
to (1) recover unreimbursed costs the Decedent owed for expenses incurred by the children, (2) 
discover all documents concerning the death benefit paid (or to be paid) to Dena under the KPMG 
plan, (3) recover her marital coverture fraction of the death benefits of the KPMG plan, (4) have 
the court find the Decedent violated the MSA, and (5) recover the life insurance benefit due under 
the MSA (herein the "Family Action"). (Mot. to Stay Ex. D 1-3, ECF No. 21-6.) On September 2, 
2019, William filed a third-party complaint in the Probate Action challenging the Decedent's

assignment of Dena as the beneficiary of the PwC plan. (Mot. to Stay Ex. C 1, 7-8, ECF No. 21- 
5.) 
 Cari and William now move "for an Order staying these proceedings pending resolution of 
the pending state court matters and/or to decline jurisdiction." (Notice of Mot. to Stay.) The 
children join that motion. (TRL 1.) MetLife expressed no opinion about where the claims should 
be heard, but opposes the stay while it is still a party to the action. (MLL 1-2, ECF No. 29.) Dena 
opposes a stay. (Mem. in Opp'n to Mot. to Stay, ECF No. 30.) 
- IL PARTIES' ARGUMENTS 
 A. Cari and William's Arguments in Support of a Stay 
 Cari and William argue that, even accepting that the MSA is preempted by ERISA, Cari 
"ts still able to pursue her claim for a constructive trust in the Family Part action upon joinder of 
Dena," and the children "are permitted to assert their claims of undue influence and lack of 
capacity irrespective of the federal preemption defense." (Mem. in Support of Mot. to Stay 13.) 
Cari and William assert that the preemption claim is a "red herring." (/d. at 20.) They contend that 
Dena "will seek to assert the preemption argument to dismiss.any claim of right that Cari [] asserts 

.... At that point, the Court will be left with state law claims of constructive trust, estoppel, undue 
influence and lack of capacity." (/d. at 21.) Cari and William submit that "[d]eclining jurisdiction 
... would best serve the state courts' interests in comity and would be consistent with long- 
standing practice of judicial restraint by federal courts as to matters of state law." (d. (citing 
Carnegie-Mellon Univ. v. Cohill, 484 U.S. 343, 357 (1988)).) 
 Cari and William also argue a stay should be granted because William's state court claim 
arises under the PwC plan, which is not governed by ERISA, and the children's claim seeks to 
void various inter vivos transfers unrelated to the ERISA-governed plans. (7d. at 18.) They contend 
the actions are parallel and a stay of these proceedings is necessary to avoid piecemeal litigation.

Ud. at 19 (citing Moses H. Cone Mem'! Hosp. v. Mercury Constr. Co., 460 U.S. 1, 16 (1983)).) 
They add that "there is a general principal [sic] that duplicative litigation in the federal court system 
is to be avoided based on ‘considerations of "wise judicial resources and comprehensive 
disposition of litigation'"'" (/d. at 20 (quoting Colorado River Water Conserv. Dist., 424 U.S. at 
817).) 
 B. The Children's Arguments 
 In their letter joining the Motion to Stay, the children emphasize the factors outlined in 
Akishev v. Kapustin, 23 F. Supp. 3d 440, 446 (D.N.J. 2014) ("(1) whether a stay would unduly 
prejudice or present a clear tactical disadvantage to the non-moving party; (2) whether denial of 
the stay would create a clear case of hardship or inequity for the moving party; (3) whether a stay 
would simplify the issues and the trial of the case; and (4) whether discovery is complete and/or a 
trial date has been set."") (quotation marks, citations, and alterations omitted)). (TRL 1.) Beginning 
with factors two and three, the children claim that 
 the Federal matter is not stayed, [they] will have no choice but to litigate, 
 parallel cases, in both Federal and State Courts which will further deplete the 
 probate assets . . . creating a clear case of hardship, result in inequity for [them], 
 complicate the issues in the case, unduly prejudice [them] and result in- 
 duplication of efforts and useless attorneys fees and costs. 
(id. at 2.) With respect to factor one, they contend MetLife will not be prejudiced by the stay 
because it is the parties' intention to relieve it from the case, and Dena will not be prejudiced 
because she will avoid duplicative attorney's fees and costs. (7d.) Lastly, with respect to factor 
four, the children highlight that a discovery schedule had been set in the Probate Action, whereas 
this case is nascent. (/d.) 
 C. MetLife's Argument 
 "MetLife asserts no preference as to where the action is litigated once [it] is no longer a party, 
-however, it [submits] that the action should remain in federal court until [it] is provided

interpleader relief... ." (MLL 1.) According to MetLife, all parties agree that it has no interest in 
the plans, and the parties have engaged in discussions to relieve it from the lawsuit. (/d. at 1-2.) 
Specifically, MetLife states that it offered to put the money into an escrow account if all parties 
agreed on the account. (/d. at 2.) Cari, William, and the children agreed, but Dena "doesn't believe 
that interpleader relief is available under the law if the money is not deposited or a bond is not first 
posted." Cd.) MetLife disagrees and, due to that issue, the consent order providing it with 
interpleader relief remains contested by the parties and has yet to be submitted to the Court. (/d.) 
 D. Dena's Argument 
 Dena argues that, as a preliminary matter, this case is not parallel to the Probate or Family 
Action because "those suits do not involve all of the same parties, and feature different claims that 
fall outside the scope of this proceeding." (Mem. in Opp'n to Mot. to Stay 4.) Dena highlights that 
MetLife and William are not a party to either action and, while William moved to intervene in the 
Probate Action, Dena is opposing that motion because his claims involve non-probate assets. (/d.) 
Dena also notes that she is not a party to the Family Action. Ud.) She further argues that the forms 
of relief sought in the Probate and Family Actions are different, with her seeking omitted spouse 
status, the children challenging inter vivos gifts, and Cari seeking to enforce the MSA. (Ud. at 4— 
5.) Dena argues the Court should not even reach a Colorado River analysis, because the actions 
are not parallel. Ud. at 5.) 
 "Even if the Court finds parallel litigation,' Dena argues "the Colorado River factors weigh 
heavily in favor of this Court exercising its jurisdiction." Ud. at 6.) Dena provides the following 
factors analysis: 
 Factor 1 (Jurisdiction Over the Property): No court has asserted jurisdiction over the 
 property. (/d.) If the funds are deposited in the Registry of the Court, then that will weigh 
 against stay; if the funds are not placed with any court, then the factor is neutral. (/d.)

 Factor 2 (Convenience of the Forum): The parties are equally proximate to both forums. 
 (id. at 7.) This factor is neutral. (/d.) 
 Factor 3 (Piecemeal Litigation): This factor only weighs in favor of a stay "where there is 
 evidence of a strong federal policy that all claims should be tried in the state courts." (/d. 
 (quoting Ryan v. Johnson, 115 F.3d 193, 197 (3d Cir. 1997)).) There is no such policy in 
 ERISA interpleader actions. (/d. (citing Ambrosia Coal & Constr. Co. v. Morales, 368 F.3d 
 1320, 1333 (11th Cir. 2004)).) Further, granting a stay would create a greater risk of 
 piecemeal litigation because there is a real possibility the two state courts will render 
 inconsistent verdicts. (Id. at 8.) This factor does not support abstention. (/d. at 9.) 
 Factor 4 (Order in Which the Courts Obtained Jurisdiction): The actions in the state courts 
 were taken after MetLife filed this action and after Cari's, the children's, and William's 
 responsive pleadings were due in this case. (/d.) This factor weighs against a stay. Ud. at 
 10.) 
 Factor 5 (Whether Federal or State Law Controls): ERISA governs two of the three policies 
 and Cari and William are mistaken that state law governs their other claims once the 
 preemption issue is decided. (/d. at 10-11 (citing Tinsley v. General Motors Corp., 227 
 F.3d 700, 704 (6th Cir. 2000)).) This factor weighs against stay. (Id. at 11.) 
 Factor 6 (Protection of Federal Rights): It is not clear that the state courts are adequate 
 because the Probate Court likely does not have jurisdiction over the life insurance policies, 
 which are non-probate assets, and ERISA preempts the MSA unless it meets the definition 
 of a Qualified Domestic Relations Order (""ODRO"), which it does not. (/d. at 11-12.) This 
 factor weighs against abstention. (/d. at 12.) 
 Factor 7 (Forum Shopping): The federal action was filed first, and Cari and William have 
 ignored the deadlines to answer, instead "furiously filing motions in state court in an effort 
 to manufacture" parallel proceedings. (/d.) Abstention would encourage forum shopping, 
 therefore this factor strongly weighs against a stay, (Id.) 
 E. Cari and William's Reply 
 Cari and William respond that the existence of ancillary claims in the state court 
proceedings misses the point, and the main question is whether the state court cases raise 
substantially identical claims and nearly identical allegations and issues. (Mem. In Resp. to Opp'n 
to Mot. to Stay 4.) Cari and William argue the Colorado River factors weigh in favor of stay and 
allege Dena is engaging in gamesmanship by not signing off on MetLife's interpleader relief so 
she can argue the actions are not parallel because (1) MetLife is not a party to the state court 
actions, (2) MetLife cannot obtain interpleader relief in the state actions, and (3) the federal court

will assume jurisdiction over the property when MetLife deposits the money with the Court. (Jd. 
at 3-5.) Cari and William analyze the Colorado River factors as follows: 
 Factor 1 (Jurisdiction Over the Property): The interpleader relief Dena is holding up would 
 see the money deposited with either the state court or the attorneys' trust account. (Id. at 
 7.) 
 Factor 2 (Convenience of the Forum): The children's guardian ad litem is closer to the state 
 court. Ud. at 7-8.) 
 Factor 3 (Piecemeal Litigation): "Generally speaking, family law issues are left to the 
 states," and the United States Supreme Court has generally established a tradition of 
 abstention in questions of family law. Ud. at 8 (citing In re Burrus, 136 U.S. 586, 594 
 (1890)).) 
 Factor 4 (Order in which the Courts Obtained Jurisdiction): Dena's timeline is misleading; 
 before the interpleader action was filed, Dena promised Cari that she would receive $3.5 
 million dollars in accord with the divorce decree. (Id. at 8~9.) 
 Factor 5 (Whether Federal or State Law Controls): Cari and the children do not dispute the 
 ERISA claims, so the only issues left are the state law claims, which ERISA does not 
 preempt. Ud. at 10 (citing Tinsley, 227 F.3d at 704).) 
 Factor 6 (Protection of Federal Rights): The state forum is not inadequate because all the 
 parties consent to MetLife's interpleader relief and the other claims are based on exceptions 
 to ERISA preemption. (/d. at 11.) 
 Factor 7 (Forum Shopping): The timing of the state court actions was the result of Dena's 
 bad faith actions and she should not be permitted to benefit from them. (/d.) 
 Factor 8 (Ability of the State Court to Resolve All Issues): There is no basis to question 
 the state court's ability to determine whether the ERISA exceptions apply. (/d. at 11-12.) 
 F. Supplemental Briefing 
 In their supplemental brief, Cari and William contend the Brillhart standard applies. (Supp. 
Br. in Support of Mot. 2.) They argue this matter is parallel to the state actions because there are 
substantially identical claims, allegations, and issues. (/d. at 3.) Discussing the purpose of the 
interpleader statute, Cari and William argue MetLife is equally protected from being exposed to 
multiple lawsuits and liability because all the parties agree to interpleader relief, and the only issue 
delaying MetLife's release is a dispute about whether the Court can grant its relief before the funds

are deposited with the Court. Ud. at 5.) With that issue largely resolved, according to Cari and 
William, the Court must consider which forum is more convenient. (/d.) 
 The children join in Cari and William's supplemental brief, but also provided the Court 
with a Colorado River analysis. (T.L. and R.L.'s Nov. 4, 2019, Letter 1-2.) The children contend 
that complete identity of the parties is not required for actions to be parallel, and note that MetLife 
will no longer be a party "once the parties memorialize their previous discussions allowing 
MetLife the Interpleader relief they requested in a proper consent order." (/d. at 2.) They add that, 
even if MetLife remains a party, that should not prevent a stay because the substantive claims can 
be litigated in state court. (/d.) Moving to the factors, the children argue a stay is warranted because 
no court has assumed jurisdiction over the property yet, discovery is underway in the Probate 
Action, litigation in federal court will be duplicative and waste resources, the children have distinct 
claims in the Probate Action, the state forum is equally convenient, and there is no basis to 
conclude the state court cannot hear the claims related to ERISA. (Jd. at 3-4.) 
 In Dena's supplemental brief, she obliges the Court's request and explains that the dispute 
between the parties regarding MetLife receiving interpleader relief is language in the draft order 
that would grant MetLife relief before it deposited, or was even obligated to deposit, the disputed 
funds with the Court. (Supp. Mem. in Opp'n to Stay 2.) According to Dena, MetLife confirmed 
that the draft order was intentionally left open-ended due to a disagreement between the parties 
about jurisdiction. (/d.) Moving to the standard, Dena acknowledges that NYLife Distributors has 
not been directly overruled, but highlights that the Supreme Court "previously rejected the idea 
‘that Brillhart might have application beyond the context of declaratory judgments.'" (Id. at 4 
(quoting Wilton v. Seven Falls Co., 515 U.S. 277, 286-88 (1995)).) Further, Dena notes that the 
Third Circuit applies the Colorado River standard in mixed-claim cases (i.e., cases where there are 

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both federal and state law claims) and contends this is a mixed-claim case because two of the 
policies are governed by ERISA. (/d. at 4—7.) If the Court applies Brillhart, Dena submits a stay 
is still not warranted for substantially the same reasons outlined above; briefly, that the actions are 
not parallel because MetLife is not a party to the state actions, that this forum is most equipped to 
provide relief for MetLife, and that the Probate Court likely does not have jurisdiction over the 
ERISA-governed plans. (/d. at 9-10.) Dena adds that the moving parties failed to file responsive 
pleadings in this action in an effort to change the forum. (/d. at 6-7, 10.) 
 Hf. STANDARD FOR STAYING INTERPLEADER PROCEEDINGS 
 "The federal interpleader statute, 28 U.S.C. § 1335 [], is a remedial device which enables 
a person holding property or money to compel two or more persons asserting mutually exclusive 
rights to the fund to join and litigate their respective claims in one action." NYLife Distributors, 
Inc., 72 F.3d at 374. "An action commenced under section 1335 typically involves two steps: 
during the first, the district court determines whether the requirements of the statute have been met 
and whether the stakeholder may be relieved from liability; during the second, it actually 
adjudicates the defendants' adverse claims to the interpleaded fund." Jd. at 375; accord JPMorgan 
Chase Bank, N.A., v. Neu, No. CV 17-3475, 2019 WL 4729269, at *2 (D.N.J. Sept. 26, 2019). 
 "Tn Brillhart [], the Supreme Court held that federal courts have broad discretion to decline 
to hear actions arising under the Declaratory Judgment Act." Rarick v. Federated Serv. Ins. Co., 
852 F.3d 223, 225 (3d Cir. 2017). "Decades later the Court reminded federal courts that they have 
a ‘virtually unflagging obligation' to exercise jurisdiction over actions seeking legal relief." Jd. 
(quoting Colorado River Water Conserv. Dist., 424 U.S. at 817). That obligation, however, "does 
not undermine the discretion inherent in the Declaratory Judgment Act as interpreted in Brillhart." 
Id. (citing Wilton, 515 U.S. at 286-88). Approximately six months after the Supreme Court 
reaffirmed Brillhart in Wilton, the Third Circuit "h[e]ld that the discretionary standard enunciated 

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