beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief." Conley v. Gibson, 355 U.S. 41, 45-46, 2 L. Ed. 2d 80, 78 S. Ct. 99 (1957).
Although the court must assume as true all facts alleged, "it is not . . . proper to assume that the [plaintiff] can prove any facts that it has not alleged." Associated Gen. Contractors of Calif., Inc., v. California State Council of Carpenters, 459 U.S. 519, 526, 74 L. Ed. 2d 723, 103 S. Ct. 897 (1983). Also, when "confronted with [a 12(b)(6)] motion, the court must review the allegations of fact contained in the complaint; for this purpose the court does not consider conclusory recitations of law." Commonwealth of Pennsylvania v. Pepsico, Inc., 836 F.2d 173, 179 (3d Cir. 1988) (emphasis added).
Defendant argues that ERISA preempts Counts Four and Counts Six through Ten, which are state common law claims of breach of fiduciary duty, fraud, negligent misrepresentation, promissory estoppel, breach of contract, and a violation of the duty of good faith and fair dealing. ERISA contains a sweeping preemption clause, which states that ERISA shall "supersede any and all State laws insofar as they may now or hereafter relate to any employee benefit plan." 29 U.S.C. § 1144(a). The term "State law" includes "all laws, decisions, rules, regulations, or other State action having the effect of law." 29 U.S.C. § 1144(c)(1). The term "relate to" has been construed broadly. See Pane v. RCA Corp., 868 F.2d 631 (3d Cir. 1989). The ERISA preemption clause is not limited to "'state laws specifically designed to affect employee benefit plans.'" Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 48, 95 L. Ed. 2d 39, 107 S. Ct. 1549 (1987)(quoting Shaw v. Delta Airlines, 463 U.S. 85, 98, 77 L. Ed. 2d 490, 103 S. Ct. 2890 (1983)). There are two steps for determining whether plaintiffs' state law claims are preempted. First, we must determine if the defendant had an ERISA benefit plan. See Pane, 667 F. Supp. 168, 170 (D.N.J. 1987), aff'd, 868 F.2d 631 (3d Cir. 1989). Second, we must analyze whether the state laws "relate to" that plan. See id.
1. ERISA Plan?
ERISA covers employee plans that qualify as welfare benefit plans, pension benefit plans, or both. See 29 U.S.C. § 1002(3). The parties do not dispute that Atlantic's pension plan "constitutes an employee pension benefit plan under ERISA." Compl. P 36. The harder question is whether the defendant's severance packages constitute ERISA plans. Defendant argues, and plaintiffs deny, that the April and November plans constitute ERISA plans.
The term "employee welfare benefit plan" is defined as follows in ERISA:
any plan, fund, or program which was heretofore or is hereafter established or maintained by an employer. . .to the extent that such plan, fund, or program was established or is maintained for the purpose of providing for its participants or their beneficiaries. . .(A) medical, surgical, or hospital care or benefits, or benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs, or day care centers, scholarship funds, or prepaid legal services.