                    RECOMMENDED FOR FULL-TEXT PUBLICATION
                        Pursuant to Sixth Circuit I.O.P. 32.1(b)
                               File Name: 13a0274p.06

             UNITED STATES COURT OF APPEALS
                           FOR THE SIXTH CIRCUIT
                             _________________


                                               X
                       Plaintiffs-Appellants, -
 MERRILL HAVILAND, et al.,
                                                -
                                                -
                                                -
                                                    No. 12-1958
          v.
                                                ,
                                                 >
                                                -
                        Defendant-Appellee. -
 METROPOLITAN LIFE INSURANCE COMPANY,
                                               N
                 Appeal from the United States District Court
                for the Eastern District of Michigan at Detroit.
              No. 2:11-cv-13176—Avern Cohn, District Judge.
                              Argued: March 5, 2013
                    Decided and Filed: September 12, 2013
       Before: GIBBONS, KETHLEDGE, and STRANCH, Circuit Judges.

                               _________________

                                   COUNSEL
ARGUED: Jeffrey M. Thomson, MORGANROTH & MORGANROTH, PLLC,
Birmingham, Michigan, for Appellants. James L. Griffith, Jr., AKIN GUMP STRAUSS
HAUER & FELD LLP, Philadelphia, Pennsylvania, for Appellee. ON BRIEF: Jeffrey
M. Thomson, Mayer Morganroth, MORGANROTH & MORGANROTH, PLLC,
Birmingham, Michigan, for Appellants. James L. Griffith, Jr., AKIN GUMP STRAUSS
HAUER & FELD LLP, Philadelphia, Pennsylvania, David M. Davis, HARDY, LEWIS
& PAGE, P.C., Birmingham, Michigan, for Appellee.
       GIBBONS, J., delivered the opinion of the court, in which KETHLEDGE, J.,
joined and STRANCH, J., joined in part. STRANCH, J. (pp. 17–26), delivered a
separate opinion concurring in part and dissenting in part.




                                         1
No. 12-1958             Haviland, et al. v. Metro. Life Ins. Co.                                     Page 2


                                         _________________

                                               OPINION
                                         _________________

         JULIA SMITH GIBBONS, Circuit Judge. General Motors Corporation (“GM”)
provides its salaried retirees with continuing life insurance benefits under an ERISA-
governed plan. Metropolitan Life Insurance Company (“MetLife”) issued the group life
insurance policy and periodically sent letters to plan participants advising them of the
status of their benefits. The plaintiffs, who are participants in the plan, allege that these
letters falsely stated that their continuing life insurance benefits would remain in effect
for their lives, without cost to them. GM reduced the plaintiffs’ continuing life insurance
benefits as part of its 2009 Chapter 11 reorganization. The plaintiffs filed this suit
against MetLife bringing claims under the Employee Retirement Income Security Act
of 1974, 29 U.S.C. § 1132(a)(2) & (a)(3) (“ERISA”), and state law. The district court
granted MetLife’s motion to dismiss and the plaintiffs appealed. For the reasons that
follow, we affirm.

                                                      I.

         The plaintiffs are salaried retirees of GM or its affiliates. GM established and
sponsored the Life and Disability Benefits Program for Salaried Employees (“the Plan”).
MetLife issued the group life insurance policy provided under the Plan. The Plan gave
MetLife discretionary authority “to construe, interpret and apply the terms of the [Plan]
and to determine eligibility for and entitlement to [Plan] benefits in accordance with the
terms of the [Plan.]”1 (DE 7-9, 179–80; DE 7-10, 189; DE 7-11, 199.)




         1
            The defendant attached to its motion to dismiss the 1987, 1990, 1993, 1997, 2000, 2001, 2005,
2007, and 2009 Plans. (DE 7-1, Decl. Lawrence Rakowicz, 117–20.) It also filed the Summary Plan
Descriptions for 1977, 1979, 1980, 1985, 1987, 1988, 1989, 1990, 1995, 1996, 1998, 2000, 2005, 2006,
2008, and 2010. (Id.) Documents attached to a motion to dismiss may be considered part of the pleadings
if they are mentioned in the complaint and are central to the plaintiffs’ claims. See Weiner v. Klais & Co.,
108 F.3d 86, 89 (6th Cir. 1997). The 1987, 1990, 1993, 1997, 2000, and 2001 Plans gave MetLife the
discretionary authority “to interpret the terms of the [Plan] and to determine eligibility for and entitlement
to [Plan] benefits in accordance with the terms of the [Plan.]” (DE 7-3, 129; DE 7-4, 139; DE 7-5, 146;
DE 7-6, 156; DE 7-7, 164; DE 7-8, 171.)
No. 12-1958          Haviland, et al. v. Metro. Life Ins. Co.                         Page 3


        The plaintiffs allege that they were eligible for continuing life insurance benefits
when they retired from GM because they had participated in the Plan for at least ten
years. These benefits reduced over time to a minimum amount. The Plan provided that
retirees would receive notification of the amount of life insurance to which they were
entitled upon retirement or at the commencement of reductions to their benefits and
when their minimum amount of benefits was reached. The plaintiffs were not required
to contribute to their continuing life insurance benefits after the age of 65.

        Each version of the Plan and its accompanying Summary Plan Description
(“SPD”) stated that GM “reserves the right to amend, modify, suspend or terminate the
[Plan] in whole or in part, at any time.” In addition to this language, the 1987 and 1990
Plans stated that continuing life insurance benefits “will be continued . . . until the death
of the employe[e] . . . subject to the rights reserved to the Corporation to modify or
discontinue this Program.” (DE 7-3, 132; DE 7-4, Page 141.) In 2007, the Plan reduced
continuing life insurance benefits for retired employees and stated that benefits would
continue until the death of the employee or as otherwise modified at a later date. (DE
7-10, Ex. 8, 191.)

        Pursuant to the Plan, the plaintiffs received periodic letters from MetLife
advising them of the status of their continuing life insurance benefits. For instance, a
letter to plaintiff Merrill Haviland stated:

        Metropolitan’s records show that your Continuing Life Insurance has
        now fully reduced to the amount of $66,068.00. This amount of
        Continuing Life Insurance will remain in effect for the rest of your life.
        If you are presently contributing toward your Continuing Life Insurance,
        you will no longer be required to make contributions once you attain age
        65.

(DE 1-2, Compl., 35.) A letter to another plan participant said: “This fully reduced
amount of your Continuing Life Insurance remains in effect, without cost to you, for the
rest of your life.” (Id. at 36.) Finally, a third letter stated: “Metropolitan records show
that you now have $103,400.00 of Continuing Life Insurance in effect, without cost to
you, for the rest of your life.” (Id. at 37.)
No. 12-1958             Haviland, et al. v. Metro. Life Ins. Co.                    Page 4


       In 2009, GM and its affiliated debtors filed bankruptcy proceedings. The
bankruptcy court approved the Amended and Restated Master Sale and Purchase
Agreement, which reduced salaried retirees’ continuing life insurance benefits to
$10,000. The 2009 Plan reduced each salaried retirees’ continuing life insurance
benefits accordingly, effective August 1, 2009, and deleted language providing that the
benefits would continue until the death of the retiree. (DE 7-11, Ex. 9, 204.)

       The plaintiffs filed this suit in Michigan state court in June 2011 on behalf of
themselves and putative class members. MetLife removed it to federal court, arguing
that the district court had federal question jurisdiction because the state-court action is
completely preempted by ERISA. Alternatively, MetLife asserted diversity jurisdiction
under the Class Action Fairness Act. The Amended Complaint brings the following
claims: (1) promissory estoppel; (2) breach of the terms of the Plan; (3) breach of
fiduciary duty pursuant to 29 U.S.C. § 1132(a)(2); (4) declaratory judgment pursuant to
29 U.S.C. § 1132(a)(3); (5) unjust enrichment pursuant to 29 U.S.C. § 1132(a)(3);
(6) equitable restitution pursuant to 29 U.S.C. § 1132(a)(3); (7) conversion; (8) unjust
enrichment; (9) breach of contract; (10) negligent misrepresentation; and (11) violation
of the Uniform Trade Practices Act. The district court granted MetLife’s motion to
dismiss the Amended Complaint, and the plaintiffs timely appealed the dismissal of their
ERISA claims.2

                                                    II.

       We review a district court’s ruling on a motion to dismiss de novo, construing
the complaint in the light most favorable to the plaintiff and accepting all factual
allegations as true. Erie Cnty. v. Morton Salt, Inc., 702 F.3d 860, 867 (6th Cir. 2012).
“‘To survive a motion to dismiss, a complaint must contain sufficient factual matter,
accepted as true, to state a claim for relief that is plausible on its face.’” Id. (quoting
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)) (internal quotation marks omitted).




       2
           The plaintiffs did not appeal the dismissal of their state law claims.
No. 12-1958        Haviland, et al. v. Metro. Life Ins. Co.                             Page 5


                                            III.

       “‘ERISA is a comprehensive statute designed to promote the interests of
employees and their beneficiaries in employee benefit plans.’” Ingersoll-Rand Co. v.
McClendon, 498 U.S. 133, 137 (1990) (quoting Shaw v. Delta Air Lines, Inc., 463 U.S.
85, 90 (1983)). It does so “by establishing standards of conduct, responsibility, and
obligation for fiduciaries of employee benefit plans, and by providing for appropriate
remedies, sanctions, and ready access to the Federal courts.” 29 U.S.C. § 1001(b).
ERISA distinguishes pension plans that provide retirees with post-retirement income
from welfare benefit plans. Pension plans are subject to statutory vesting requirements.
See 29 U.S.C. § 1053. By contrast, “ERISA does not create a substantive right to
welfare benefits . . . nor does ERISA establish a vesting requirement for welfare benefits.
Indeed, a welfare benefit may be terminated at any time so long as the termination is
consistent with the terms of the plan.” Price v. Bd. of Trustees of Indiana Laborer’s
Pension Fund, 707 F.3d 647, 651 (6th Cir. 2013) (internal citation omitted).

       “The civil enforcement scheme of [§ 1132(a)] is one of the essential tools for
accomplishing the stated purposes of ERISA.” Pilot Life Ins. Co. v. Dedeaux, 481 U.S.
41, 52 (1987). It provides, in relevant part, that:

       A civil action may be brought . . . (3) by a participant, beneficiary, or
       fiduciary (A) to enjoin any act or practice which violates any provision
       of this subchapter or the terms of the plan, or (B) to obtain other
       appropriate equitable relief (i) to redress such violations or (ii) to enforce
       any provisions of this subchapter or the terms of the plan.

29 U.S.C. § 1132(a)(3).

       A. Promissory Estoppel

       The plaintiffs allege that MetLife falsely promised that their continuing life
insurance benefits would not be reduced for the rest of their lives, when in fact their
benefits were reduced to $10,000. According to the plaintiffs, these false promises
affected the plaintiffs’ retirement and estate planning decisions.
No. 12-1958        Haviland, et al. v. Metro. Life Ins. Co.                           Page 6


       We addressed promissory estoppel claims under ERISA in Sprague v. General
Motors Corp., 133 F.3d 388 (6th Cir. 1998) (en banc). The plaintiffs in Sprague alleged
that GM violated ERISA by denying them fully “paid up” lifetime health care benefits.
Id. at 392. The district court certified a class of early retirees and held, after a bench
trial, that GM was estopped from changing the health care benefits of the early retirees
based on oral and written representations it made to them. Id. at 396. On appeal, we
explained that promissory estoppel claims are viable under ERISA. Id. at 403 n.13. The
elements of a promissory estoppel claim are:

       (1) there must be conduct or language amounting to a representation of
       material fact; (2) the party to be estopped must be aware of the true facts;
       (3) the party to be estopped must intend that the representation be acted
       on, or the party asserting the estoppel must reasonably believe that the
       party to be estopped so intends; (4) the party asserting the estoppel must
       be unaware of the true facts; and (5) the party asserting estoppel must
       reasonably or justifiably rely on the representation to his detriment.

Id. at 403. We clarified that “[p]rinciples of estoppel . . . cannot be applied to vary the
terms of unambiguous plan documents; estoppel can only be invoked in the context of
ambiguous plan provisions.” Id. at 404.

       In Sprague, we held that the plaintiffs’ estoppel claims failed as a matter of law
because “GM’s plan and most of the summary plan descriptions issued to the plaintiffs
over the years unambiguously reserved to GM the right to amend or terminate the plan.”
Id. at 404. Accordingly, “reliance on statements allegedly suggesting the contrary was
not, and could not be, reasonable or justifiable, especially when GM never told the
plaintiffs that their benefits were vested or fully paid-up.” Id.

       Applying the reasoning of Sprague to this case, the plaintiffs’ promissory
estoppel claim fails to state a claim because the Plan is unambiguous. All of GM’s Plans
and SPDs unambiguously reserved to GM the right to “amend, modify, suspend or
terminate the [Plan].” As a result, the plaintiffs could not reasonably rely on statements
suggesting the contrary. The 1987, 1990, and 2007 Plans also state that continuing life
insurance benefits are subject to modification by GM. But the absence of this statement
reiterating GM’s right to modify the Plan in the section about continuing life insurance
No. 12-1958        Haviland, et al. v. Metro. Life Ins. Co.                         Page 7


benefits does not render the Plans ambiguous. Each Plan reserves the right to amend,
modify, suspend, or terminate the Plan, and this statement applies to all aspects of the
Plan. Nothing in Sprague suggests that the right to amend or terminate a benefit must
be contained within a specific plan provision.

       According to the dissent, this case is distinguishable because, in Sprague, “GM
never told the plaintiffs that their [health insurance] benefits were vested or fully paid-
up.” Sprague, 133 F.3d at 404. By contrast, the dissent argues that the Plan language
is ambiguous as to whether the benefits were vested. It notes that the Plans issued from
1993 to 2005 stated that continuing life insurance benefits would be provided for the life
of the retiree without a reservation clause in that section of the Plan. However, in
Sprague we specifically rejected the argument that the language relied on by the dissent
operates to vest benefits. The plaintiffs in Sprague asserted that GM breached the terms
of the plan documents because under the plan their health care benefits were vested.
133 F.3d at 399. We explained that an intent to vest “must be found in the plan
documents and must be stated in clear and express language.” Id. at 400 (internal
quotation marks omitted). In Sprague, the plan permitted GM to amend or terminate
benefits. The same is true here. However, the plaintiffs in Sprague relied on the fact
that the SPDs “told them that their health coverage would be paid ‘at no cost to’ them
‘for [their] lifetime[s].’” Id. at 401. The plaintiffs argued that this language created an
ambiguity within the SPDs regarding whether benefits had been vested. Id. We rejected
this argument, explaining: “We see no ambiguity in a summary plan description that tells
participants both that the terms of the current plan entitle them to health insurance at no
cost throughout retirement and that the terms of the current plan are subject to change.”
Id. We stated that “the promise made to retirees was a qualified one: the promise was
that retiree medical benefits were for life provided the company chose not to terminate
the plans, pursuant to clauses that preserved the company’s right to terminate the plans
under which those benefits are provided.” Id. at 401 (quoting In re Unisys Corp. Retiree
Med. Benefit ERISA Litig., 58 F.3d 896, 904 n.12 (3d Cir. 1995)).
No. 12-1958        Haviland, et al. v. Metro. Life Ins. Co.                         Page 8


       In Sprague, the SPDs stated that the plaintiffs’ health care coverage would be
paid “for their lifetimes,” and here, some of the Plans stated that the continuing life
insurance benefits would continue “until the death of the Employee.” But in both cases,
the Plan also unambiguously reserved the right to amend or terminate the Plan.
Therefore, the language in the Plan stating that benefits would continue for life does not
vest the continuing life insurance benefits because the Plan also contains an
unambiguous reservation of the right to amend or terminate the Plan. Moreover, the
Plan stated that “[a]ll insurance is term insurance without cash, loan or paid-up values.”
(emphasis added.) In short, the promissory estoppel claim is not distinguishable from
Sprague; rather, it is governed by Sprague.

       This case does not fall under the exception to the rule that principles of estoppel
cannot be applied to vary the terms of unambiguous plan documents articulated in
Bloemker v. Laborers’ Local 265 Pension Fund, 605 F.3d 436 (6th Cir. 2010). In that
case, the plaintiff, Richard Bloemker, received early retirement benefits from his
employer-sponsored ERISA plan. Id. at 438. After receiving these benefits for almost
two years, the actuary administering the plan notified Bloemker that the certified
benefits calculation was incorrect, his payments would be decreased, and he was
required to repay the excess he had received. Id. We held that the rule in Sprague that
estoppel cannot be applied to vary the terms of unambiguous plan documents did not
apply because neither of the rationales invoked by Sprague outweighed the extraordinary
circumstances present in Bloemker. Id. at 443. The first rationale articulated in Sprague
was that estoppel requires reasonable or justifiable reliance, and reliance cannot be
reasonable or justifiable if it is inconsistent with the clear and unambiguous terms of the
plan documents. Id. Bloemker alleged that it would have been impossible for him to
determine the amount of pension benefit owed to him because of the complex actuarial
calculations required to determine the amount and his lack of knowledge of relevant
actuarial assumptions. Id. As a result, he sufficiently alleged that his reliance on the
certification of his pension benefits was reasonable. Id. Second, we explained that
enforcement of something other than the plan documents is consistent with ERISA under
limited circumstances. Id. at 443–44. Specifically,
No. 12-1958         Haviland, et al. v. Metro. Life Ins. Co.                           Page 9


        a plaintiff can invoke equitable estoppel in the case of unambiguous
        pension plan provisions where the plaintiff can demonstrate the
        traditional elements of estoppel . . . plus (1) a written representation;
        (2) plan provisions which, although unambiguous, did not allow for
        individual calculation of benefits; and (3) extraordinary circumstances in
        which the balance of equities strongly favors the application of estoppel.

Id. at 444. The exception articulated in Bloemker does not apply because the plaintiffs
do not allege that a plan provision contained a complex calculation of benefits that the
plaintiffs were unable to understand.         Additionally, this case does not involve
extraordinary circumstances in which the balance of equities strongly favors the
application of estoppel. We therefore affirm the district court’s dismissal of the
plaintiffs’ promissory estoppel claim.

        B. Fiduciary Duty

        Next, the plaintiffs allege that MetLife was a fiduciary with respect to the Plan
and breached its fiduciary duty to the plaintiffs “by providing written notice to each of
their Plaintiffs that the amount of their continuing life insurance benefits would not be
reduced for the rest of their lives, where . . . MetLife was aware that the amount of each
Plaintiffs’ continuing life insurance benefits was conditional upon GM’s continued
payment of premiums to MetLife.” (DE 20, Am. Compl., 484.) The plaintiffs also
allege that MetLife breached its fiduciary duty by failing to inform the plaintiffs that the
amount of their continuing life insurance benefits was conditioned on GM’s payment of
premiums to MetLife. (Id.)

        MetLife responds by arguing that the plaintiffs failed to adequately allege that
it acted in a fiduciary capacity in sending the notice letters. MetLife contends that the
plaintiffs did not plausibly allege that MetLife had control over the content of the notice
letters that it sent to the plaintiffs. MetLife also argues that the plaintiffs failed to state
a claim for breach of fiduciary duty because they did not plausibly allege that the notice
letters contained any misrepresentation. We need not decide whether the complaint
adequately alleged that MetLife acted as a fiduciary because MetLife’s second argument
is dispositive.
No. 12-1958        Haviland, et al. v. Metro. Life Ins. Co.                      Page 10


       The plaintiffs’ fiduciary duty claim was expressly pled under 29 U.S.C.
§ 1132(a)(2), which allows plaintiffs to seek recovery on behalf of a plan. Loren v. Blue
Cross & Blue Shield of Mich., 505 F.3d 598, 608 (6th Cir. 2007). However, in
responding to MetLife’s motion to dismiss, the plaintiffs argued that they also stated a
plausible breach of fiduciary duty claim under § 1132(a)(1)(B) and § 1132(a)(3).
MetLife addressed these new arguments without objecting that the claim had not been
pled. At oral argument, the plaintiffs abandoned their claim under § 1132(a)(1)(B).
Therefore, the fiduciary duty claim falls exclusively under § 1132(a)(3), which allows
a plan participant to obtain appropriate equitable relief for violations of ERISA and the
terms of a plan. See Varity Corp. v. Howe, 516 U.S. 489, 515 (1996).

       A person or an entity is a fiduciary

       with respect to a plan to the extent (i) he exercises any discretionary
       authority or discretionary control respecting management of such plan or
       exercises any authority or control respecting management or disposition
       of its assets, . . . or (iii) he has any discretionary authority or
       discretionary responsibility in the administration of such plan.

29 U.S.C. § 1002(21)(A). A fiduciary must discharge his duties with respect to the plan
“solely in the interest of the participants and beneficiaries.” Id. at § 1104(a)(1). ERISA
requires a fiduciary to act “with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and familiar
with such matters would use in the conduct of an enterprise of a like character and with
like aims.” Id. at § 1104(a)(1)(B). “[A] person may be an ERISA fiduciary for some
purposes, but not for others.” Baker v. Kingsley, 387 F.3d 649, 660 (7th Cir. 2004)
(internal quotation marks omitted). In Varity Corp., the Supreme Court held that Varity
Corporation, the employer and plan administrator, breached its fiduciary duty when it
conveyed false information to the plan participants about the security of their benefits.
516 U.S. at 501–06. The Court succinctly explained that “‘[l]ying is inconsistent with
the duty of loyalty owed by all fiduciaries.’” Id. at 506 (quoting Peoria Union Stock
Yards Co. v. Penn Mut. Life Ins. Co., 698 F.2d 320, 326 (7th Cir. 1983)).
No. 12-1958        Haviland, et al. v. Metro. Life Ins. Co.                      Page 11


       In Sprague, we rejected the plaintiffs’ claim that GM breached its fiduciary duty
when it explained its retirement program to early retirees. 133 F.3d at 405–06. Some
of GM’s SPDs did not explain that GM retained the right to amend or terminate the plan,
but they did state that the plan participant’s health care coverage would be provided by
GM for his lifetime. Id. at 393–94. When the plan participants explicitly asked GM
representatives about future changes to health care benefits, they were told that the
benefits could be changed. Id. at 395. We held that, although GM may have acted in
a fiduciary capacity in explaining its retirement program, “[a]s a matter of law . . . we
do not believe that GM committed a breach of any applicable fiduciary duty.” Id. at 405.
Specifically,

       GM never told the early retirees that their health care benefits would be
       fully paid up or vested upon retirement. What GM told many of them,
       rather, was that their coverage was to be paid by GM for their lifetimes.
       This was undeniably true under the terms of GM’s then-existing plan. . . .
               GM’s failure, if it may properly be called such, amounted to this:
       the company did not tell the early retirees at every possible opportunity
       that which it had told them many times before—namely, that the terms
       of the plan were subject to change. There is, in our view, a world of
       difference between the employer’s deliberate misleading of employees
       in Varity Corp. and GM’s failure to begin every communication to plan
       participants with a caveat.

Id. We rejected the plaintiffs’ fiduciary duty claim for another reason: GM was not
required to disclose in its SPDs that the plan was subject to amendment or termination.
“It would be strange indeed if ERISA’s fiduciary standards could be used to imply a duty
to disclose information that ERISA’s detailed disclosure provisions do not require to be
disclosed.” Id. In concluding our analysis of the plaintiffs’ fiduciary duty claim, we
explained:

               Had an early retiree asked about the possibility of the plan
       changing, and had he received a misleading answer, or had GM on its
       own initiative provided misleading information about the future of the
       plan, or had GM been required by ERISA or its implementing regulations
       to forecast about the future, a different case would have been presented.
       But we do not think GM’s accurate representations of its current program
No. 12-1958           Haviland, et al. v. Metro. Life Ins. Co.                    Page 12


        can reasonably be deemed misleading. GM having given out no
        inaccurate information, there was no breach of fiduciary duty.

Id. at 406.

        The following year, we found that a fiduciary breached its duty and reversed the
district court’s grant of summary judgment to the defendant. Krohn v. Huron Mem.
Hosp., 173 F.3d 542, 545 (6h Cir. 1999).              The plaintiff, Margaret Krohn, was
permanently disabled in an automobile accident. Id. We held that Huron Memorial
Hospital, her employer and plan administrator, breached its fiduciary duty by failing to
respond adequately to a request by Krohn’s husband for information about plan benefits
and by failing to alert its long-term-disability insurer that Krohn had made an application
for benefits. Id. In doing so, we recognized that “‘[a] fiduciary must give complete and
accurate information in response to participants’ questions.’” Id. at 547 (quoting
Drennan v. Gen. Motors Corp., 977 F.2d 246, 251 (6th Cir. 1992)). Furthermore, we
clarified that “a fiduciary breaches its duties by materially misleading plan participants,
regardless of whether the fiduciary’s statements or omissions were made negligently or
intentionally.” Id.

        In James v. Pirelli Armstrong Tire Corp., 305 F.3d 439 (6th Cir. 2002), we again
reviewed fiduciary duty claims under ERISA. Like GM in Sprague, Pirelli amended its
health care plan and required participants to incur greater out-of-pocket expenses. Id.
at 444. It encouraged employees to take early retirement and spoke with them about
their benefits during group meetings and exit interviews. Id. at 445. Shirley Pike, an
Assistant Employee Relations Manager, testified that when employees asked her how
long their benefits would last, she said “during retirement.” Id. at 444. “Pike also
informed employees that their benefits would remain unchanged during their lifetimes.”
Id. When asked about the language in the SPD allowing the company to alter or amend
the plan, Pike “stated that it was written for the benefit of Pirelli to enable the company
to change insurance carriers.” Id.
No. 12-1958         Haviland, et al. v. Metro. Life Ins. Co.                       Page 13


        We explained that Sprague “explicated the contours of an ERISA fiduciary’s
duty to disclose information to beneficiaries.” Id. at 450. Sprague recognized a breach
of fiduciary duty under three different conditions:

        (1) an early retiree asks a plan provider about the possibility of the plan
        changing and receives a misleading or inaccurate answer or (2) a plan
        provider on its own initiative provides misleading or inaccurate
        information about the future of the plan or (3) ERISA or its
        implementing regulations required the employer to forecast the future
        and the employer failed to do so.

Id. at 453. In Sprague, none of these conditions had been met, and in Krohn, the first
condition had been satisfied. Id. The James court added the caveat that Sprague “does
not stand for the proposition that a reservation of rights provision in a SPD necessarily
insulates an employer from its fiduciary duty to provide ‘complete and accurate
information’ when that employer on its own initiative provides inaccurate and
misleading information about the future benefits of a plan.” Id. at 454–55. We then held
that Pirelli breached its fiduciary duty in two different ways. First, some plaintiffs asked
questions about the plan and received misleading and inaccurate answers. Id. at 455.
Second, Pirelli representatives provided misleading and inaccurate information on its
own initiative during group meetings and exit interviews. Id. Because Pirelli breached
its fiduciary duty, we reversed the district court’s partial judgment in favor of Pirelli
following a bench trial. Id. at 448, 456.

        Applying these principles to the case before us, we first note that the plaintiffs
do not allege that they asked MetLife about the possibility of the plan changing and
received an inaccurate or misleading answer. In addition, MetLife was not the employer
and was not asked to forecast the future. We are left, therefore, with determining
whether MetLife “on its own initiative provided misleading information about the future
of the plan.” Sprague, 133 F.3d at 406. This case is distinguishable from Sprague
because the statements that the plaintiffs allege amount to a breach of fiduciary duty
were included in letters from MetLife, as opposed to SPDs promulgated by GM.
Accordingly, the second reason for rejecting the plaintiffs’ fiduciary duty claim in
No. 12-1958           Haviland, et al. v. Metro. Life Ins. Co.                    Page 14


Sprague—that we will not imply a duty to disclose information that ERISA’s detailed
disclosure provisions do not require to be disclosed—does not apply here.

       Nonetheless, we found that the plaintiffs’ fiduciary duty claim in Sprague failed
for another reason: GM did not make any misrepresentation. In Sprague, the SPDs made
representations such as: (1) “Your basic coverages will be provided at Corporation
expense for your lifetime. . . .”; (2) “Your basic health care coverages will be provided
at GM’s expense for your lifetime. . . .”; and (3) “[GM] pays for full cost of any basic
health care coverages that are continued for most retired employees and for eligible
surviving spouses and children of deceased retirees.” Id. at 394. Not all of the SPDs put
the plaintiffs on notice of GM’s right to amend or terminate the plan. Id. By
comparison, the letters sent by MetLife stated: (1) “This amount of Continuing Life
Insurance will remain in effect for the rest of your life.”; (2) “This fully reduced amount
of your Continuing Life Insurance remains in effect, without cost to you, for the rest of
your life.”; and (3) “Metropolitan records show that you now have $103,400.00 of
Continuing Life Insurance in effect, without cost to you, for the rest of your life.” (DE
1-2, Compl., 35–37.)

       For the reasons described in Sprague, the representations in the letters sent by
MetLife were not inaccurate or misleading. MetLife did not tell its participants that the
benefits were fully paid up or vested upon retirement. Rather, MetLife told them that
their benefits would be in effect for their lifetimes, which “was undeniably true under
the terms of GM’s then-existing plan.” Id. at 405. Moreover, explanations of benefits

       tend to sound promissory by their very nature. While these explanations
       may state a company’s current intentions with respect to the plan, they
       cannot be expected to foreclose the possibility that changing financial
       conditions will require a company to modify welfare benefit plan
       provisions at some point in the future.

Id. (quoting Gable v. Sweetheart Cup Co., 35 F.3d 851, 857 (4th Cir. 1994)). Without
any misrepresentation or inaccurate statement, the plaintiffs’ fiduciary duty claim fails
as a matter of law.
No. 12-1958        Haviland, et al. v. Metro. Life Ins. Co.                       Page 15


        C. Breach of the Plan Terms

        The plaintiffs next assert that MetLife breached § 3.05(a) of the Plan, which gave
MetLife discretionary authority “to construe, interpret and apply the terms of the Plan,
and to make determinations with respect to participants’ eligibility for, and entitlement
to, benefits under the terms of the Plan.” The plaintiffs allege that MetLife failed to act
in good faith when it advised them in writing that their continuing life insurance benefits
would remain in effect for life because MetLife knew that benefits were conditional on
GM’s payment of future premiums.

        The plaintiffs point to Goldstein v. Johnson & Johnson, 251 F.3d 433, 444 (3d
Cir. 2001), for the general proposition that a party who is granted discretion under a
contract must exercise that discretion in good faith. But Goldstein held that the
administrator of a “top hat” pension plan “has no fiduciary responsibilities,” thus
requiring the court to look to contract law to determine whether the court’s review of the
administrator’s actions should be de novo or deferential. Id. at 442–43. That question
is not presented here, so Goldstein does not assist us. The plaintiffs’ citation to a
Michigan contract case, Burkhardt v. City National Bank of Detroit, 226 N.W.2d 678
(Mich. Ct. App. 1975), also is not helpful because that case did not concern an ERISA
plan.

        To the extent the claim sounds in state contract law, the district court held that
ERISA expressly preempts state-law claims, 29 U.S.C. § 1144(a), and the plaintiffs have
not challenged the district court’s preemption analysis on appeal. Accordingly, the
plaintiffs failed to state a plausible claim that MetLife breached the terms of the Plan.

        D. Unjust Enrichment

        In connection with the promissory estoppel claim, the plaintiffs argued that
MetLife failed to disclose to them that GM was continuing to make premium payments
to keep their insurance in force. By contrast, in relation to the unjust enrichment claim,
the plaintiffs alleged that the premiums were fully paid up; therefore, MetLife is unjustly
No. 12-1958         Haviland, et al. v. Metro. Life Ins. Co.                      Page 16


enriched if it is allowed to keep premiums without providing the plaintiffs with the
promised coverage.

        Although the plaintiffs are permitted to allege alternative legal arguments based
on inconsistent facts, see Teledyne Indus., Inc. v. NLRB, 911 F.2d 1214, 1217 n.3
(6th Cir. 1990), their claim that MetLife must disgorge insurance premiums or be
unjustly enriched is not plausible. See Iqbal, 556 U.S. at 678. The plaintiffs do not
allege that they paid the premiums to MetLife. If they did not pay the premiums, they
are not entitled to disgorgement of the premium payments. Moreover, even assuming
MetLife accepted insurance premiums from GM, it seems indisputable that, in return for
those premiums, MetLife agreed to and presumably did pay death benefits during the
policy period for which the premiums were paid. This claim was properly dismissed
under Rule 12(b)(6).

        E. Equitable Restitution

        The last claim is not a new theory of recovery, but a proposed remedy for other
alleged ERISA violations. Plaintiffs request a constructive trust and/or equitable lien on
all funds MetLife received in the course of its allegedly wrongful conduct, plus interest,
costs, and attorney fees. Because we affirm the district court’s dismissal of this action,
the plaintiffs are not entitled to any relief.

                                             IV.

        For the foregoing reasons, we affirm the district court’s dismissal of this action.
No. 12-1958        Haviland, et al. v. Metro. Life Ins. Co.                       Page 17


        ________________________________________________________

            CONCURRING IN PART AND DISSENTING IN PART
        ________________________________________________________

       JANE B. STRANCH, Circuit Judge, concurring in part and dissenting in part.
Having examined the complaint de novo in a light most favorable to the plaintiffs, I
conclude the plaintiffs stated plausible claims for breach of fiduciary duty and
promissory estoppel against MetLife that warrant further factual development in district
court. Accordingly, I would reverse the judgment dismissing those two claims and
remand for further proceedings, but I would affirm the dismissal of all other claims.

       We review de novo the district court’s Rule 12(b)(6) decision to dismiss, and in
doing so we must view the complaint in the light most favorable to the plaintiffs and
accept all factual allegations as true. See Erie Cnty. v. Morton Salt, Inc., 702 F.3d 860,
867 (6th Cir. 2012). To overcome a motion to dismiss, the plaintiffs’ complaint must
include sufficient factual matter, accepted as true, to state a claim for relief that is
plausible on its face, Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009); Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 570 (2007), but plaintiffs need not show that recovery is
probable. Erie Cnty., 702 F.3d at 867. It is not our place to weigh the evidence, “but
rather to examine the complaint and determine whether the plaintiff has pleaded a
cognizable claim.” Marks v. Newcourt Credit Group, Inc., 342 F.3d 444, 452 (6th Cir.
2003). I am convinced that the plaintiffs pled cognizable claims for breach of fiduciary
duty and promissory estoppel.

I. Breach of Fiduciary Duty

       In constructing ERISA’s statutory scheme, Congress ensured that employers and
third-party administrators who manage welfare benefit plans for employees and
beneficiaries act with the highest fiduciary duty known to the law. See Dudenhoefer v.
Fifth Third Bancorp, 692 F.3d 410, 417 (6th Cir. 2012). A person or entity qualifies as
a fiduciary
No. 12-1958        Haviland, et al. v. Metro. Life Ins. Co.                       Page 18


       with respect to a plan to the extent (i) he exercises any discretionary
       authority or discretionary control respecting management of such plan or
       exercises any authority or control respecting management or disposition
       of its assets, . . . or (iii) he has any discretionary authority or
       discretionary responsibility in the administration of such plan.

29 U.S.C. § 1002(21)(A). “[O]ne is a fiduciary to the extent he exercises any
discretionary authority or control.” Firestone Tire & Rubber Co. v. Bruch, 489 U.S.
101, 113 (1989).

       The duties of fiduciaries fall into three categories. Dudenhoefer, 692 F.3d at 417.
First is the duty to remain loyal to plan participants and beneficiaries and ever vigilant
of their interests. Id. Second is the unwavering duty to act as a prudent person would
act under similar circumstances with “single-minded devotion to [the] plan participants
and beneficiaries.” Id. (internal quotation marks omitted). Third is the responsibility to
act for the sole purpose of providing benefits to the plan beneficiaries. Id. These
standards derive from the common law of trusts, bearing in mind the special nature and
purpose of employee benefit plans. Varity Corp. v. Howe, 516 U.S. 489, 506 (1996);
James v. Pirelli Armstrong Tire Corp., 305 F.3d 439, 449 (6th Cir. 2002).

       Plan fiduciaries must communicate fully and accurately with plan participants
and beneficiaries about the provisions of a welfare benefit plan. A fiduciary breaches
his duty if he provides the plan participants or beneficiaries with materially misleading
information, regardless of whether the statements or omissions were made negligently
or intentionally. See James, 305 F.3d at 449.

       To prevail on a claim of breach of fiduciary duty, the plaintiffs must show that:
(1) MetLife acted in a fiduciary capacity when it made challenged representations;
(2) MetLife’s statements constituted material misrepresentations; and (3) the plaintiffs
relied on MetLife’s material misrepresentations to their detriment. See id. “[A]
misrepresentation is material if there is a substantial likelihood that it would mislead a
reasonable employee in making an adequately informed decision in pursuing . . . benefits
to which she may be entitled.” Krohn v. Huron Mem’l Hosp., 173 F.3d 542, 547 (6th
Cir. 1999); Gregg v. Transp. Workers of Am. Int’l, 343 F.3d 833, 844 (6th Cir. 2003).
No. 12-1958        Haviland, et al. v. Metro. Life Ins. Co.                      Page 19


The plaintiffs allege that MetLife omitted a material fact from the written notices
MetLife sent to inform them about the status of their continuing life insurance benefits:
that GM reserved a right to modify or terminate the Plan. Material omissions, like
material representations, can mislead, whether they are accomplished through negligent
or intentional conduct. See Krohn, 173 F.3d at 547 (finding breach of fiduciary duty
based on material omission).

       In Sprague v. General Motors Corp., 133 F.3d 388 (6th Cir. 1998), “this Court,
sitting en banc, explicated the contours of an ERISA fiduciary’s duty to disclose
information to beneficiaries.” James, 305 F.3d at 450. Although the Sprague court
ultimately held that GM did not breach its fiduciary duty in modifying a health insurance
plan for retirees, the James court explained Sprague as analyzing

       a possible breach of fiduciary duty in terms of three disjunctive
       conditions. A breach of fiduciary duty occurs if (1) an early retiree asks
       a plan provider about the possibility of the plan changing and receives a
       misleading or inaccurate answer or (2) a plan provider on its own
       initiative provides misleading or inaccurate information about the future
       of the plan or (3) ERISA or its implementing regulations required the
       employer to forecast the future and the employer failed to do so.

James, 305 F.3d at 453 (citing Sprague, 133 F.3d at 405–06). See also Sengpiel v. B.F.
Goodrich Co., 156 F.3d 660, 666 (6th Cir. 1998) (observing Sprague recognizes that an
explanation of Plan benefits may be subject to ERISA’s fiduciary standards). Although
Sprague concluded that no breach of fiduciary duty occurred because none of the three
specified conditions was met in that case, in Krohn we “found that the first condition
was satisfied when the plan administrator breached its fiduciary duty by not providing
complete and accurate information in response to the participant’s questions about
available [long-term disability] benefits.” James, 305 F.3d at 453; Moore v. Lafayette
Life Ins. Co., 458 F.3d 416, 432 (6th Cir. 2006) (noting Krohn recognized an equitable
claim under § 1132(a)(3) where ERISA fiduciary misled plan participant or beneficiary).

       In James, we considered the second scenario mentioned in Sprague, concluding
the trial evidence showed that the employer, on its own initiative, provided false and
misleading information to employees about future benefits of a health insurance plan.
No. 12-1958          Haviland, et al. v. Metro. Life Ins. Co.                      Page 20


James, 305 F.3d at 453–56. In remanding for further proceedings, id. at 456, we relied
on a Third Circuit case finding a similar breach of fiduciary duty where the employer
affirmatively represented to its employees that their medical benefits would continue for
life after retirement. Id. at 453–54 (citing In re Unisys Corp. Retiree Med. Benefit
“ERISA” Litig., 57 F.3d 1255, 1264 (3d Cir. 1995)). We also considered McMunn v.
Pirelli Tire, LLC, 161 F. Supp. 2d 97, 123 (D.Conn. 2001), which “found that ‘by
continuing to assure plaintiffs that they would receive the same benefits in retirement
until their death without reference to the reservation of rights, defendant failed to convey
complete and accurate information, and instead provided materially misleading
information,’ upon which three of the plaintiffs detrimentally relied.” James, 305 F.3d
at 454.

          The reasoning of James is instructive here even though James involved a bench
trial and this case comes to us on a Rule 12(b)(6) dismissal. As we apply the principles
explained in James, we are required to view the plaintiffs’ complaint in the light most
favorable to them and accept all of their factual allegations as true. See Erie Cnty., 702
F.3d at 867. The plaintiffs allege, and we must take as fact, that MetLife acted in a
fiduciary capacity when it prepared the written notices guaranteeing the plaintiffs’
continuing life insurance benefits would remain “in effect, without cost to you, for the
rest of your life” while failing to mention that GM reserved a right to modify the Plan
in the future. See Varity Corp., 516 U.S. at 505 (“making intentional representations
about the future of plan benefits . . . is an act of plan administration”); Pfahler v. Nat’l
Latex Prods. Co., 517 F.3d 816, 831–32 (6th Cir. 2007) (holding issue of material fact
existed on whether defendants acted in fiduciary capacity when misrepresentations were
made).

          Taking as true that MetLife acted as a Plan fiduciary when it prepared the notice
letters to retirees, MetLife had an obligation to provide the plaintiffs with complete and
accurate information. See James, 305 F.3d at 453–56; Sprague, 133 F.3d at 406. “[I]n
Unisys, the Third Circuit ruled that the reservation of rights provision did not protect an
employer from liability for a breach of fiduciary duty ‘where a company has deliberately
No. 12-1958         Haviland, et al. v. Metro. Life Ins. Co.                       Page 21


fostered the belief that retirement benefits are lifetime benefits, and is aware that its
employees incorrectly—if understandably—believe that their . . . benefits will continue
unchanged for the duration of their retirement.’” James, 305 F.3d at 454 (quoting In re
Unisys Corp. Retiree Med. Benefit “ERISA” Litig., 57 F.3d at 1265 n.15). We explained
in James:

        Sprague does not stand for the proposition that a reservation of rights
        provision in a[n] SPD necessarily insulates an employer from its
        fiduciary duty to provide “complete and accurate information” when that
        employer on its own initiative provides inaccurate and misleading
        information about the future benefits of a plan. Indeed, Sprague
        explicitly allows for a breach of fiduciary duty claim under such a
        circumstance. Were it otherwise, an employer or plan administrator could
        provide, on its own initiative, false or inaccurate information about the
        future benefits of a plan without breaching its fiduciary duty under
        ERISA, simply because of the existence of a reservation of rights
        provision in the plan. However, this would be contrary to the basic
        concept of a fiduciary duty, which “entails not only a negative duty not
        to misinform, but also an affirmative duty to inform when the trustee
        knows that silence might be harmful.” Krohn, 173 F.3d at 548; see also
        Mullins v. Pfizer, Inc., 23 F.3d 663, 668 (2d Cir. 1994) (noting that
        “when a plan administrator speaks, it must speak truthfully”).

305 F.3d at 454–55.

        The majority dismisses under Rule 12(b)(6) the very claim that the referenced
quotation from James found explicitly authorized by Sprague. First, it finds Sprague
distinguishable because the letters at issue were from MetLife and not GM. (Maj. Op.
at 13–14.) But James specifically notes that the breach of duty may be committed by an
employer or plan administrator, James, 305 F.3d at 455, (here, MetLife) and does so for
the obvious reason—a breach of duty claim may be stated against whatever entity is
serving as a fiduciary to the plan. Second, the majority finds that plaintiffs fail to state
a claim because at the time MetLife sent the letters promising benefits, they were true.
(Maj. Op. at 14.) But the letters were only true in part. They omitted any reference to
GM’s right to change the Plan terms. The majority’s approach ignores the conclusion
in James that a plan administrator (MetLife), acting as a fiduciary, could not on its own
initiative provide inaccurate or misleading information to the plaintiffs concerning their
No. 12-1958           Haviland, et al. v. Metro. Life Ins. Co.                               Page 22


(continuing life insurance) benefits simply because the Plan and SPDs circulated (to GM
salaried employees and retirees) included a reservation-of-rights clause. James, 305
F.3d at 454–55. James teaches that this is true because fiduciary duties entail “not only
a negative duty not to misinform, but also an affirmative duty to inform when the trustee
knows that silence might be harmful.” Id.1

        Based on these authorities, the plaintiffs stated a plausible claim for breach of
fiduciary duty under § 1132(a)(3) that should not have been dismissed under Rule
12(b)(6). Section 1132(a)(3) is “broad enough to cover individual relief for breach of
a fiduciary obligation.” Varity Corp., 516 U.S. at 510. Accordingly, I would reverse the
dismissal of this claim so that the parties can further develop the facts, including
MetLife’s contention that it did not act in a fiduciary capacity when it sent the written
notices to the retirees. See Pegram v. Herdrich, 530 U.S. 211, 226 (2000) (noting proper
inquiry is whether person or entity performed a fiduciary function when taking action
subject to complaint); Hamilton v. Carell, 243 F.3d 992, 997 (6th Cir. 2001) (noting
fiduciary status is generally a question of fact although it may be a question of law if
facts are undisputed).

II. Promissory Estoppel

        The promissory estoppel claim, aimed at requiring MetLife to fulfill the promise
stated in the notice letters—to provide the retirees with continuing life insurance benefits
for the duration of their lives–is likewise viable and should be permitted to proceed. In
this circuit we treat the theories of promissory estoppel and equitable estoppel
interchangeably, and under certain circumstances, a plan participant may state an ERISA
claim for benefits under either theory. See Sprague, 133 F.3d at 403 & n.13 (citing
Armistead v. Vernitron Corp., 944 F.2d 1287, 1298 (6th Cir. 1991)). Estoppel principles
ordinarily cannot be employed to vary the terms of unambiguous plan documents, but
they can be invoked if plan provisions are ambiguous. See Sprague, 133 F.3d at 404.


        1
           Moreover, Sprague’s rejection of the ERISA claims brought by GM retirees related to their
health insurance benefits does not control our decision here because “Sprague considered whether a plan
administrator must provide unrequested information, not whether an administrator may mislead when
providing information.” See Gregg, 343 F.3d at 845.
No. 12-1958         Haviland, et al. v. Metro. Life Ins. Co.                        Page 23


        Whether the Plan documents are clear and unambiguous is an objective inquiry.
See Smiljanich v. Gen. Motors Corp., 302 F. App’x 443, 448–49 (6th Cir. 2008)
(affirming judgment in favor of plaintiff on equitable estoppel theory). Having reviewed
the Plan documents in this way, I find patent ambiguity in the language used to inform
the salaried employees and retirees about the duration of their continuing life insurance
benefits. See id.

        The Plan administered by GM and MetLife did not consistently inform
employees and retirees whether their continuing life insurance benefits vested for life.
To be sure, GM reserved a general right to amend, modify, suspend, or terminate the
Plan in § 3.04 of the Plan, but the Plan provision more specific to continuing life
insurance benefits was found in § 4.02. In 1987 and 1990, the Plan stated in § 4.02 that
life insurance benefits would remain in effect until the death of the employee, subject to
GM’s reserved right to modify or discontinue the Plan. Yet, MetLife did not convey the
entirety of this Plan language when it sent the notice letters to the retirees in the 1987 to
1990 time period. MetLife’s notices stated only that the continuing life insurance
benefits will remain “in effect, without cost to you, for the rest of your life” or “will
remain in effect for the rest of your life.” MetLife did not inform the retirees that GM
reserved the right to change the benefits.

        Later versions of § 4.02 in the Plan documents issued in 1993, 1997, 2000, 2001,
and 2005 dropped the “subject to” language referring to GM’s reserved right to modify
or discontinue the Plan. During those years, § 4.02 expressly notified employees and
retirees that continuing life insurance benefits would remain in effect until their deaths.
Because “[w]elfare benefits vest, if at all, based on the terms of the Plan,” Price v. Bd.
of Trustees of Indiana Laborer’s Pension Fund, 707 F.3d 647, 651 (6th Cir. 2013), this
change in Plan terminology was significant. Reading § 4.02 in conjunction with
MetLife’s written notices, the retirees reasonably could have believed that their
continuing life insurance benefits would remain in effect for the duration of their lives
and detrimentally relied on that understanding, even though their understanding may
No. 12-1958          Haviland, et al. v. Metro. Life Ins. Co.                     Page 24


have been erroneous in light of GM’s general reserved right to modify or terminate the
Plan.

        These facts distinguish this case from Sprague, where “GM never told the
plaintiffs that their [health insurance] benefits were vested or fully paid-up.” Sprague,
133 F.3d at 404 (citing Musto v. Am. Gen. Corp., 861 F.2d 897, 907 (6th Cir. 1988)).
Here, § 4.02 promised lifetime benefits without any reservation of rights language in that
section in the five Plan documents issued from 1993 through 2005. In 1987 and 1990,
§ 4.02 had included a reservation of the right to modify or discontinue the benefits but
that language was removed for the next fourteen years. Only in 2007 did the Plan
change § 4.02, adding language that benefits would continue until the death of the
employee “or as otherwise modified at a later date.” The “later date” arrived in 2009,
when GM reduced the retirees’ continuing life insurance benefits to a flat sum.
Consequently, the ambiguity apparent in the Plan language from 1987 to 2009 compels
me to conclude that promissory estoppel may be a viable theory of recovery for these
plan participants.

        The plaintiffs adequately pled the elements of a promissory estoppel claim. See
Sprague, 133 F.3d at 403 (citing Armistead, 944 F.2d at 1298). As to the first element,
they alleged that MetLife’s unqualified statement in the written notices—that plaintiffs’
continuing insurance benefits would remain in effect for life—constituted a
representation of material fact, and that MetLife failed to disclose that GM was
continuing to make premium payments to MetLife to keep the plaintiff’s continuing life
insurance benefits in force. Plaintiffs alleged as to the second element that MetLife
received copies of the various versions of GM’s Plan and SPDs yet failed to convey the
true facts accurately to the plaintiffs. Whether the plaintiffs could ultimately prove that
MetLife intended to deceive them or acted with gross negligence amounting to
constructive fraud would remain to be seen, see Crosby v. Rohm & Haas Co., 480 F.3d
423, 431 (6th Cir. 2007), but our precedent confirms a prior successful prosecution of
a similar claim. See Smiljanich, 302 F. App’x at 449–51 (affirming judgment for
No. 12-1958         Haviland, et al. v. Metro. Life Ins. Co.                       Page 25


plaintiff on estoppel claim where plaintiff proved that GM acted with gross negligence
in making representations about Plan).

        With regard to the third and fifth elements, the plaintiffs adequately alleged that
they reasonably believed MetLife intended for them to act upon its representation in the
notice letters and that they reasonably relied on MetLife’s representation to their
detriment in retirement and estate planning. Taking the facts favorably to the plaintiffs,
their reliance on MetLife’s notice letters and the Plan language of § 4.02 as in effect
between 1993 and 2007 was reasonable and justifiable. See id. at 450. Finally, as to the
fourth element, plaintiffs alleged that they were unaware of the true facts and for
purposes of Rule 12(b)(6), we must accept that allegation as true.

        The plaintiffs’ case is strikingly similar to the situation presented in Devlin v.
Empire Blue Cross & Blue Shield, 274 F.3d 76 (2d Cir. 2001). There the employer
issued SPDs prior to 1987 that appeared to vest life insurance benefits for the lifetimes
of eligible retirees without reserving a right in the employer to reduce or eliminate the
insurance. Id. at 79–80. In subsequent years, the employer issued other plan documents
and SPDs; some reserved the right to reduce or eliminate life insurance benefits, while
others were ambiguous on the point.           Id. at 80–81.    Ultimately, the employer
dramatically reduced its retirees’ life insurance benefit to a flat amount, and the retirees
sued. Id. at 81. The Second Circuit reversed summary judgment for the employer,
holding that the plaintiffs had pointed to specific written language, primarily in the pre-
1987 SPDs, that could reasonably be interpreted as the employer’s promise to vest the
retirees’ life insurance benefits. Id. at 83–84. Here the plaintiffs alleged that GM’s Plan
documents contained a similar promise and those documents, when combined with
MetLife’s written notice letters, misled the plaintiffs into believing that life insurance
was a lifetime benefit. They also allege that they reasonably relied on that promise.

        In this case the Plan terms are ambiguous concerning two key issues: whether
the retirees’ continuing life insurance benefits remained in effect until death; and,
whether MetLife informed the retirees that their benefits remained in effect until death,
without warning them that the Plan reserved to GM the right to modify the Plan.
No. 12-1958        Haviland, et al. v. Metro. Life Ins. Co.                       Page 26


Accordingly, I conclude that the plaintiffs alleged sufficient facts to warrant further
development of the promissory estoppel claim in discovery. The claim should not have
been dismissed under Rule 12(b)(6). In the event the plaintiffs ultimately were to prevail
on this estoppel claim, § 1132(a)(3) would provide authority for the district court to
place the retirees “in the same position [they] would have been in had the representations
been true.” Cigna Corp. v. Amara, 131 S. Ct. 1866, 1880 (2011) (internal quotation
marks omitted).

       Our precedent makes clear to me that the breach of fiduciary duty and promissory
estoppel allegations state claims upon which relief may be granted and should not be
dismissed under Rule 12(b)(6). I agree with the majority that the district court properly
dismissed the plaintiffs’ remaining claims. Therefore, I would affirm in part, reverse in
part, and remand the case for further proceedings.
