United States District Court, D. Nebraska
AMENDED MEMORANDUM AND ORDER
Laurie Smith Camp Chief United States District Judge
This matter is before the Court on the Motion to Dismiss and Transfer Venue (Filing No. 8) submitted by Defendants Aventine Renewable Energy Holdings, Inc. (“Aventine”) and Pacific Ethanol, Inc. (“Pacific”) (collectively “Defendants”). For the reasons discussed below, the motion will be granted in part and denied in part.
On or about March 15, 2010, Plaintiff Thomas Manuel (“Manuel”) entered into an employment agreement with Aventine to serve as Aventine’s Chief Executive Officer (“CEO”). (Filing No. 3 ¶ 8.) As part of his employment, and pursuant to Aventine’s 2010 Equity Incentive Plan (“Equity Plan”), Manuel received awards of deferred equity compensation for a term lasting through December 21, 2012. (Id. ¶ 9.) This compensation included (i) stock options to purchase 128, 250 shares of Aventine Common Stock (“Common Stock”); (ii) 42, 750 restricted shares of Common Stock (“Restricted Stock”); and (iii) 128, 250 Restricted Stock Units (“RSUs”). (Id.) Manuel and Aventine also entered into a Restricted Stock Unit Agreement (“RSU Agreement”). Per this agreement, the 128, 250 RSUs of the Equity Plan were to be credited “from time to time” to a separate account maintained for Manuel “on the books of Aventine.” (Id. ¶ 10.)
Aventine terminated Manuel’s employment on or about August 19, 2011. That same month, Aventine and Manuel entered into a Mutual Release (“Release”) by which they agreed that, as of August 19, 2011, all outstanding equity awards granted to Manuel were fully vested and exercisable. (Id. ¶ 13.) This included (i) options to acquire 128, 250 shares of Common Stock with an exercise price of $45.60; (ii) 42, 750 shares of Restricted Stock; (iii) 42, 750 RSUs; (iv) 79, 184 Hybrid Equity Units (“HEUs”); and (v) an additional 85, 500 RSUs that were vested on August 19, 2011, “to be ‘settled’ on October 18, 2011, and entered into the books of Aventine as belonging to Manuel” (collectively, “Equity Awards”). (Id. ¶¶ 13–14.)
Manuel alleges that Aventine failed to comply with the terms of the Equity Plan, the RSU Agreement, and the Release. Namely, Aventine was required to convert all equity based compensation into immediately salable stock, which Manuel was to receive by October 18, 2011. On that date, Aventine Common Stock was trading for $10.50 per share. (Id. ¶¶ 15–18.)
Manuel filed his complaint with this Court in May of 2015. (Filing No. 1.) On August 25, 2015, Manuel filed an amended complaint (Filing No. 3) (“Amended Complaint”) alleging violations of the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §§ 1001–1461; the Nebraska Wage Payment and Collection Act (“NWPCA”), Neb. Rev. Stat. §§ 48-1228 to 48-1232 (Reissue 2010); and a breach of contract. Aventine then filed this motion seeking dismissal of Manuel’s ERISA and NWPCA claims and a transfer of venue.
“To survive a motion to dismiss, the factual allegations in a complaint, assumed true, must suffice ‘to state a claim to relief that is plausible on its face.’” Northstar Indus., Inc. v. Merrill Lynch & Co., 576 F.3d 827, 832 (8th Cir. 2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A complaint must contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2). “[A]lthough a complaint need not include detailed factual allegations, ‘a plaintiff's obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.’” C.N. v. Willmar Pub. Sch., Indep. Sch. Dist. No. 347, 591 F.3d 624, 629– 30 (8th Cir. 2010) (quoting Twombly, 550 U.S. at 555). “Instead, the complaint must set forth ‘enough facts to state a claim to relief that is plausible on its face.’” Id. at 630 (quoting Twombly, 550 U.S. at 570).
“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.” Ritchie v. St. Louis Jewish Light, 630 F.3d 713, 716 (8th Cir. 2011) (internal quotation marks omitted) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). “Courts must accept . . . specific factual allegations as true but are not required to accept . . . legal conclusions.” Outdoor Cent., Inc. v. GreatLodge.com, Inc., 643 F.3d 1115, 1120 (8th Cir. 2011) (internal quotation marks omitted) (quoting Brown v. Medtronic, Inc., 628 F.3d 451, 459 (8th Cir. 2010)). When ruling on a defendant's motion to dismiss, a judge must rule “on the assumption that all the allegations in the complaint are true, ” and “a well-pleaded complaint may proceed even if it strikes a savvy judge that actual proof of those facts is improbable, and ‘that a recovery is very remote and unlikely.’” Twombly, 550 U.S. at 555–56 (quoting Scheuer v. Rhodes, 416 U.S. 232, 236 (1974)). The complaint, however, must still “include sufficient factual allegations to provide the grounds on which the claim rests.” Drobnak v. Andersen Corp., 561 F.3d 778, 783 (8th Cir. 2009).
I. Manuel’s ERISA Claims
Defendants urge this Court to dismiss Manuel’s ERISA claims because, they argue, the pre-Release portions of the Equity Awards as administered pursuant to the Equity Plan and the RSU Agreement did not create an employee benefit plan subject to ERISA. Defendants also argue that even if the Equity Plan and the RSU Agreement created an ERISA plan, Manuel’s signing of the Release waived such claims and limited his remedies to those for breach of contract. “Whether an ERISA plan exists, or whether benefits are premised on an ERISA plan, may be determined by whether the employer requires ‘an ongoing administrative program to meet [its] obligation.’” Eide v. Grey Fox Technical Services Corp., 329 F.3d 600, 605 (8th Cir. 2003) (quoting Fort Halifax Packing Co., Inc. v. Coyne, 482 U.S. 1, 12 (1987)).
This Court need not consider whether, prior to the Release, portions of the Equity Awards constituted, or were distributed pursuant to, an ERISA-governed benefits plan because Manuel waived all ERISA claims by agreeing to the Release, and he cannot accrue new claims subsequent to its signing. “[R]eleases of legal claims in exchange for severance benefits are enforceable under ERISA.” Mead v. Intermec Techs. Corp., 271 F.3d 715, 717 (8th Cir. 2001) (citing Mange v. Petrolite Corp., 135 F.3d 570, 571 (8th Cir. 1998); Leavitt v. Nw. Bell Tel. ...