1

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

NORTHERN DIVISION

FRANCES M. WOLF,

Plaintiff, CASE NO. 15-cv-12530

v. DISTRICT JUDGE THOMAS LUDINGTON

MAGISTRATE JUDGE PATRICIA MORRIS

CAUSLEY TRUCKING, INC. 

and GREGORY CAUSLEY,

Defendants.

______________________________________/

MAGISTRATE JUDGE’S REPORT AND RECOMMENDATION

ON CROSS MOTIONS FOR JUDGMENT (Docs. 39, 40)

I. RECOMMENDATION

For the reasons set forth below, IT IS RECOMMENDED that Plaintiff’s motion 

for benefits (Doc. 39) be DENIED, that Defendants’ motion for summary judgment (Doc. 

40), be GRANTED, and that Plaintiff’s amended complaint (Doc. 8) be DISMISSED.

II. REPORT

A. Introduction

The above captioned matter is an action under the civil enforcement provision of 

the Employment Retirement Income Security Act (“ERISA”), 29 USC § 1132. Plaintiff, 

Frances M. Wolf brings this action to recover death benefits pursuant to the death of her 

husband, Randy Rieck (“Rieck”). Rieck was Vice President and Director of Maintenance 

at Causley Trucking, Inc. (“Causley Trucking”) a closely-held corporation wholly owned

by Rieck’s uncle, Defendant Gregory Causley (“Causley”) (collectively “Defendants”). 

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(Doc 8 Ex. A at ¶¶ 1-3). On November 17, 2004, Causley Trucking purchased from

Principal Life Insurance Company universal life insurance policies on the lives of certain 

employees including Rieck. (Doc. 33 at PGID 387). Causley Trucking was listed as the 

owner and beneficiary of the policy. (Doc. 11, Ex. 2, at PGID 223). 

On November 30, 2004, the Board of Directors of Causley Trucking adopted a 

“Resolution Authorizing A Death Benefit Only Plan,” which set forth the terms of the 

Death Benefit Only Plan (“Plan”). (Doc. 8 Ex. A). The Plan was created to “provide death 

benefits to the beneficiaries of [Causley Trucking’s] eligible employees, if death occurs 

while the employee remains in the employment of [Causley Trucking] or has retired from 

employment after attaining age 65 with a minimum of 20 years of service.” (Id. at ¶ 1). The 

Plan provides that the “Board of Directors shall determine which employees, hereafter 

referred to as ‘Participants,’ are eligible for the Plan and the amount of death benefits 

payable on the life of each Participant under the Plan.” (Id. at ¶ 2). The Plan provides that 

Causley Trucking would enter into a DBO agreement with each participant. (Id.). The Plan

further stated that Causley Trucking “may wish to purchase life insurance policies” to 

ensure sufficient assets to “meet its obligation to pay the death benefits provided for under 

this Plan.” (Id. at ¶ 3). Causley Trucking was “designated as owner and beneficiary of any 

such policies purchased and all rights and benefits accruing from such policies shall belong 

solely to [Causley Trucking]. Participants shall have no rights or interest in such policies.” 

(Id.). Causley, as president of Causley Trucking, would be the administrator and fiduciary 

of the Plan. (Id. at ¶ 4). Finally, the Plan provides that the “Plan’s funding policy shall be 

that all the death benefits payable under the Plan shall be provided out of the general assets 

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of [Causley Trucking]. Such general assets shall include any insurance proceeds received 

by the Corporation at the death of a Participant.” (Id. at ¶ 7). 

Pursuant to the Plan, Causley Trucking entered into a DBO agreement with Rieck 

on November 30, 2004 (“RDBOA”). (Doc. 8 Ex. B). The RDBOA provides that Rieck, the 

“Participant,” was entitled to “payments in the amount no less than the cash value of the 

policy in equal installments over 10 years to the Participant’s spouse while living.” (Id. at 

¶ 1). Notably, the RDBOA does not define the meaning of the “policy” to which it refers. 

The RDBOA provides that “neither the Participant nor any beneficiary shall have any 

right” to assign or otherwise dispose of their interests or rights under the RDBOA.” (Id. at 

¶ 2).

Rieck died on August 7, 2014; Plaintiff was his beneficiary under the Plan and 

RDBOA. (Doc. 8 ¶ 9; Doc. 33, at PGID 391). Plaintiff’s complaint alleges that one or two 

weeks prior to Rieck’s death, Causley informed Plaintiff that she would receive $400,000 

under the Plan. (Doc. 8 at ¶ 22). After Rieck’s death, Causley advised Plaintiff that payment 

would be approximately $300,000, and later $350,000. (Id. at ¶¶ 23-24). Plaintiff alleges 

that Causley then arbitrarily reduced the death benefits amount to $206,405.39. (Id. at ¶ 

25).

On February 5, 2016, District Judge Thomas Ludington entered an order granting 

in part and denying in part Defendants’ motion to dismiss Plaintiff’s six-count complaint. 

(Doc. 21). Counts I and IV survived in full, while count II survived insofar as she alleged 

that “Defendant Causley breached his fiduciary duties by awarding lower benefits in order 

to retain benefits for himself and his company under § 1132(a)(2) and commingling plan 

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assets with the general funds of the corporation.” (Id. at 19). District Judge Ludington 

further determined that the Plan is governed by ERISA, and denied Plaintiff’s motion to 

remand this case to state court. (Id. at 9). The undersigned then issued an order determining 

that the arbitrary and capricious standard of review applies. (Doc. 34 at 5). 

B. ERISA Standards

Concerned about the “growth in size, scope, and numbers of employee benefit 

plans,” Congress passed ERISA in 1974 to ensure uniformity and stability in this rapidly 

changing field and to protect the interests of participants and beneficiaries of these plans. 

29 U.S.C. § 1001; Aetna Health Inc. v. Davila, 542 U.S. 200, 208 (2004). Among other 

things, ERISA regulates employee welfare benefit plans operated through insurance which 

provides payments in the event of disability. See 29 U.S.C. § 1002(1); Am. Council of Life 

Insurers v. Ross, 558 F.3d 600, 604 (6th Cir. 2009). Participants are employees or former 

employees who are or may become eligible to receive benefits under the plan. 29 U.S.C. § 

1002(7). Beneficiaries, in turn, are persons “designated by a participant, or by the terms of 

an employee benefit plan, who [are] or may become entitled to a benefit thereunder.” Id. § 

1002(8).

At issue here is ERISA’s civil enforcement provision, which allows plan 

beneficiaries to “recover benefits due to him under the terms of his plan, to enforce his 

rights under the terms of the plan, or to clarify his rights to future benefits under the terms 

of the plan.” Id. § 1132(a)(1)(B). This “straightforward” provision lets beneficiaries bring 

suit for any benefits he believes have been wrongly withheld. See Davila, 542 U.S. at 210. 

ERISA does not, however, establish whether a beneficiary is entitled to disability benefits 

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- eligibility is determined by the plan. See Cleveland v. Liberty Life Assur. Co. of Boston, 

No. 06-137080, 2009 WL 649893, at *2 (E.D. Mich. Mar. 10, 2009) (adopting Report & 

Recommendation). Review of an administrator’s decision to deny benefits must be 

considered solely on the basis of the administrative record before the administrator. See

Marks v. Newcourt Credit Grp., Inc., 342 F.3d 444, 457 (6th Cir. 2003). 

Claims for benefits must receive a “full and fair review” and participants are entitled 

to “specific reasons” for denial. 29 U.S.C. § 1133; 29 C.F.R. § 2560.503-1; see also Black 

& Decker Disability Plan v. Nord, 538 U.S. 822, 825 (2003); Curry v. Eaton Corp., 400 F. 

App’x 51, 59 (6th Cir. 2010).

C. Analysis

i. Plaintiff’s “Brief to Reverse Administrator’s Decision to 

Withhold Benefits”

Defendants argue that Plaintiff’s “Brief to Reverse Administrator’s Decision to 

Withold [sic] Benefits” is not a proper motion at all. (Doc. 42 at 20). Plaintiff’s “brief” 

seeks relief as a motion would, but does not “state with particularity the grounds for seeking 

the order” as required by Federal Rule of Civil Procedure 7(b)(1)(B). However, Plaintiff 

clearly argues that Causley’s decision was arbitrary and capricious. (Doc. 39 at 6, 10, 15). 

Defendants argue that Plaintiff “fails entirely to cite to Federal Rule of Civil Procedure 56 

or the standard for summary judgment” and that Plaintiff “also fails to cite any authority 

whatsoever that it is proper for the Court to consider whether she is entitled to judgment as 

a matter of law on Count II under any other standard, theory, or procedure.” (Doc. 42 at 

20). By way of comparison, Defendants’ motion cites Federal Rule of Civil Procedure 

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56(a), which provides that summary judgment is proper where a movant shows that there 

is no genuine issue of material fact and that the movant is entitled to judgment as a matter 

of law. (Doc. 40 at 18). 

Insofar as the parties dispute that Causley’s decision to deny benefits was incorrect, 

the arbitrary and capricious standard of review applies, as provided for in the Plan. (Doc. 

34 at 5). In recent years, the Sixth Circuit has held that consideration of summary judgment 

in ERISA benefits claims involves determination of “whether there is any genuine issue of 

material fact as to whether the Plan Administrator’s actions were arbitrary and capricious.” 

Farhner v. United Transp. Union Discipline Income Prot. Program, 645 F.3d 338, 342 

(6th Cir. 2011). See also Thacker v. Schneider Elec. USA, Inc., 547 F. App’x 691, 693 (6th 

Cir. 2013) (“In an ERISA case, the relevant genuine issue of material fact is whether the 

administrator’s decision was appropriate in light of the applicable standard of review.”). 

This is somewhat unusual, as the Sixth Circuit has in prior years found that “the concept 

of summary judgment is inapposite to the adjudication of an ERISA action.” Wilkins v. 

Baptist Healthcare Sys., Inc., 150 F.3d 609, 619 (6th Cir. 1998). This apparent 

contradiction has not been thoroughly explored in this district; judges in the Northern 

District of Ohio have resisted application of Farhner and Thacker, and have instead 

continued to apply the rule of Wilkins. See Reed v. Int’l Painters, No. 2:12-CV-72, 2015 

WL 7450891, at *4 (S.D. Ohio Nov. 24, 2015) (“When presented with a motion for 

summary judgment in the ERISA context, the Sixth Circuit combines the arbitrary-andcapricious standard with the summary-judgment standard . . . . [T]his area of the law 

remains murky . . . .”); Jones v. Allen, No. 2:11-CV-380, 2013 WL 4455833, at *4 n.3

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(S.D. Ohio Aug. 16, 2013) (“The decision in Ferhner [sic], however, did not consider the 

decision or reasoning in Wilkins, and relied on a line of cases that . . . predated Wilkins. 

Accordingly, the Court continues to follow the reasoning in Wilkins and declines to apply 

the summary judgment standard.”). 

It is unclear whether there is any meaningful distinction between determining if the 

Administrator’s decision was “arbitrary and capricious” and “whether there is a question 

of material fact regarding whether the Administrator’s decision was arbitrary and 

capricious.” In any case the most recent Sixth Circuit pronouncement on the issue indicates 

that courts considering ERISA actions should determine whether there is “no genuine issue 

of material fact” regarding whether “the administrator’s decision was appropriate in light 

of the applicable standard of review.” See Durbin v. Columbia Energy Grp. Pension Plan, 

522 F. App’x 341, 344 (6th Cir. 2013); Farhner, 645 F.3d at 343.1 In this case, the 

applicable standard of review is arbitrary and capricious. 

Insofar as Plaintiff raises equitable claims, i.e. that Causley violated his fiduciary 

responsibilities and that the doctrine of promissory estoppel should apply, those are “not 

claims for denial of benefits and are therefore addressed in the first instance in the district 

court, requiring no deference to any administrator’s action or decision.” Moore v. Lafayette 

Life Ins. Co., 458 F.3d 416, 427 (6th Cir. 2006); see also Stiso v. Int’l Steel Grp., 604 F. 

 1 See Edgar v. Disability Reinsurance Management Servs., Inc., 741 F. Supp. 2d 1268 (N.D. Ala. 2010) 

where the court calls for independent review of ERISA claims, noting that judicial appellate type review 

akin to that expressly provided for in the Social Security Act, 42 U.S.C. § 405(g) is never appropriate in 

ERISA cases because ERISA contains no such language. Instead, ERISA provides those challenging the 

decision of the plan administrator with the right to file a cause of action with trial de novo in federal 

court. The court also noted that if the review is akin to appellate judicial review, neither summary 

judgment nor a trial would be appropriately employed.

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App’x 494, 498 (6th Cir. 2015) (“Therefore, equitable claims, such as breach of fiduciary 

duty, are addressed in the first instance in the district court under a normal standard of 

review, not the highly deferential standard of ‘arbitrary and capricious’ review.”); Bidwell 

v. Univ. Med. Ctr., Inc., 685 F.3d 613, 616 (6th Cir. 2012). Claims premised on breaches 

of fiduciary duty should thus be evaluated “using the de novo standard of review.” Stiso, 

604 F. App’x at 498; Langley v. DaimlerChrysler Corp., 502 F.3d 475, 481 (6th Cir. 2007)

(“Moreover, when benefits are paid solely from general assets, the protections of ERISA 

are not necessary. ERISA is intended to protect employees from abuses and 

mismanagement of private retirement and welfare funds controlled by employers or third 

parties . . . . Rather, employees face the same general risk with their disability payments as 

they do with their wages or salaries: the company might not have enough general assets to 

pay them.”). 

ii. The Issue of Remand Has Been Decided 

Plaintiff moves for “revers[al of] the denial of proper benefits and/or remand the 

matter to state court.” (Doc. 39 at 1). District Judge Ludington has determined that the Plan

is governed by ERISA, and the undersigned has determined that the arbitrary and 

capricious standard of review applies to the decision of the Plan administrator. The parties 

agree that arbitrary and capricious standard applies (Docs. 40 at 13; 46 at 9). Yet Plaintiff 

seems to argue that ERISA is not applicable to the Plan, and renews her call for remand to 

state court. (Doc. 39 at 1, 22). This matter has already been decided, and thus foreclosed, 

by District Judge Ludington. (Doc. 19 at 19). Plaintiff does not move for reconsideration 

of the Court’s order in her brief, and even if she had, her motion would be tardy by roughly 

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ten months. (See Local Rule 7.1(h) (“A motion for rehearing or reconsideration must be 

filed within 14 days after entry of the judgment or order.”). Insofar as Plaintiff asserts that 

remand to state court is appropriate, she is not entitled to that relief. 

iii. Count I – Denial of Benefits

In Count I, Plaintiff asserts that the terms of the Plan and RDBOA are ambiguous, 

that Causley reached his decision to pay benefits in the amount of $204.405.39 using an 

arbitrary and capricious method, and in so doing controverted the Plan’s intended purpose. 

(Doc. 8 at 5-6). The RDBOA provides that Plaintiff would receive “no less than the cash 

value of the policy” upon Rieck’s death, but fails to define which “policy” is at issue, and 

makes no other reference to any “policy.” (Doc. 8 Ex. B ¶ 1). The Plan is the document to 

which the RDBOA refers, thus it is sensible to return to the Plan in attempting to ascertain 

the meaning of the term “policy.” The Plan provides that Causley Trucking “may wish to 

purchase life insurance policies” to guarantee “sufficient assets to meet its obligation to 

pay the death benefits provided for under this Plan.” (Id. Ex. A ¶ 3). Neither the Plan nor 

the RDBOA refers to any other “policy,” and thus must refer to the insurance policy 

Causley Trucking took out on Rieck’s life.2 The parties do not dispute this inevitable 

conclusion. 

 2 Per the Plan, Causley Trucking was permitted, but not obligated, to take out a life insurance policy on 

Rieck. However, if Causley Trucking failed to do so, the RDBOA’s reference to the cash value of the 

“policy” would be dead letter, and the administrator would have no rational means by which to determine 

the amount of benefits to be paid. In this case, Causley Trucking did take out such a life insurance policy, 

and it does not appear that this poor draftsmanship has any impact on the meaning of the term “cash value” 

in this case. 

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The core of the dispute here is whether Causley was arbitrary and capricious in

determining the amount of benefits to be paid in light of the “no less than the cash value of 

the policy” provision of the Plan. Both parties recognize that that phrase is not defined by 

the Plan itself, and that it is subject to interpretation. The Plan gives Causley “discretionary 

authority to determine eligibility for benefits and to construe the terms of the Plan.” (Doc. 

8 Ex. A at ID 119). Causley was thus empowered to define the phrase “no less than the 

cash value of the policy.” Defendants argue that Causley gave the term “cash value” its 

usual meaning in permanent life insurance contracts, i.e. the amount of money which the 

holder of a permanent life insurance policy receives upon cancelling that policy. (Doc. 40 

at 17-18).3 Plaintiff cites no authority defining “cash value” in a manner she finds 

preferable, but instead suggests that it might mean the full face value of the policy, i.e. the 

amount Causley Trucking collected from the insurer upon Rieck’s death (Doc. 39 at 19), 

and elsewhere asserts that the meaning of “cash value” is so indeterminate that it could 

mean “anywhere from the cash value to infinity” (Id. at 12). 

As noted above, the parties agree that Causley told Plaintiff that she could expect to 

receive “approximately $400,000.00 upon her husband’s passing,” that Causley modified 

this amount, and in the end began making payments which will equal $204,405.39 over ten 

 3 Defendants provide, as part of the administrative record, exhibits including communications between the 

parties’ attorneys. (Doc. 36 Ex. 10). In one letter from Defendants’ counsel to Plaintiff’s counsel, 

Defendants’ counsel cites definitions of “cash value” provided by various investment companies, all of 

which substantially conform to the definition of “cash value” Causley applied in this case. (Id. Ex. 10 at 

18-19). While this communication was obviously not before Causley as he performed his role as 

Administrator of the Plan, Defendants argue that Causley relied upon the definitions reproduced in that 

communication, and thus this information is properly included in the administrative record. Plaintiff does 

not argue that these definitions should be excluded from the administrative record.

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years. (Doc. 39 at 4-5). Because Causley vacillated between these amounts without any 

apparent justification, Plaintiff asserts that the decision to pay only $204.450.39 is 

necessarily arbitrary and unreasonable. (Doc. 39 at 13-17). In essence, Plaintiff requests 

application of a rule that, wherever an ERISA governed plan provides for administration 

of benefits of “at least X dollars,” the administrator’s decision is necessarily arbitrary and 

capricious, because there cannot be a reasoned explanation for choosing to grant X dollars, 

or X plus one dollar, or X plus one million dollars. Plaintiff cites no authority for this 

proposition, and the Court is not aware of any case law instructing that such open ended 

provisions result in necessarily arbitrary decisions. In any case, “[t]he Court’s 

responsibility is not to evaluate whether the Plan itself is arbitrary, but to determine whether 

the administrator applied the terms of the Plan as written in a reasonable manner.” Ramagos 

v. W. & S. Life Ins. Co., No. CIV. A. 97-3605, 1999 WL 301699, at *5 (E.D. La. May 12, 

1999). See also Ames v. American Nat’l Can Co., 170 F.3d 751, 758 (7th Cir. 1999) (“[A]n 

employer is entitled to design a plan any way it likes, as long as it is willing to pay the cost 

(either directly or in terms of employee morale.”)); Shaw v. Delta Air Lines, Inc., 463 U.S. 

85, 91 (1983) (“ERISA does not mandate that employers provide any particular benefits, 

and does not itself proscribe discrimination in the provision of employee benefits.”). The 

Court must merely decide whether Causley properly applied the terms of the Plan under 

the lens of the arbitrary and capricious standard. 

The Plan required that Causley provide the Participant with “no less than the cash 

value of the policy in equal installments over 10 years to the Participant’s spouse while 

living.” (Doc. 8 Ex. B). The “net surrender value” of the life insurance policy held by 

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Causley Trucking on Rieck’s life was $204,405.39, less a surrender charge of $24,706.46, 

resulting in a net value of $181,689.93. (Doc. 36 Ex. 6). Defendants have established that 

Causley relied upon various insurance industry definitions providing that “cash value” is 

synonymous with “net surrender value.” (Doc. 42 at 12; Doc. 36 at 6). Plaintiff asserts that 

the term “cash value” is amenable to many interpretations, (Doc. 39 at 12), but she has not 

demonstrated that Causley’s decision to treat “cash value” as meaning “net surrender 

value” of the policy was arbitrary and capricious. Causley was therefore obligated to 

provide only $181,689.93 to Plaintiff to meet the “no less than . . . cash value” provision 

of the Plan. Plaintiff is currently receiving payments which, over ten years, will equal 

$204,405.39, i.e. the amount of cash value due plus nearly $25,000.00 extra. 

Plaintiff complains that $204,405.39 is not as much as Causley informed her she 

should expect to receive. Yet it is the amount which Causley reasonably found she was 

due. While Causley could have granted Plaintiff additional funds, his decision fully 

complied with the terms of the Plan. Once Causley paid Plaintiff this minimum amount, 

the distribution of any additional funds was strictly a matter of his discretion. That Causley

incorrectly predicted that this sum would amount to $400,000 or $350,000 is of no 

consequence because any amount greater than or equal to the cash value of the insurance 

policy satisfied Plaintiff’s rights under the Plan. Causley saw fit to give $24,706.46 more 

than what was due, resulting in a total payout of $204,405.39. Plaintiff is not legally entitled 

to more under the Plan and RDBOA. 

Under Plaintiff’s theory, the funds produced by the insurance policy on Rieck 

“should have been earmarked for the [DBO] Plan.” (Doc. 46 at 14). She argues that

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Causley’s payment of insurance funds to Causley Trucking was a comingling of Plan funds 

and company funds, and was therefore a breach of his fiduciary duties. (Doc. 39 at 18-20).

Yet review of the Plan and the RDBOA reveal that this interpretation is incorrect. Under 

the Plan, Causley Trucking was the beneficiary of any insurance policies purchased to help 

the company pay for employee death benefits. (Doc. 8 Ex. A). Beneficiaries of the Plan, 

i.e. survivors of deceased company employees, were entitled to only “payments in the 

amount of no less than the cash value of the policy.” (Id. Ex. B). 

Plaintiff has no right to any of the proceeds of the insurance policy, but instead 

merely has a claim to an amount equivalent to the cash value of the insurance policy, to be 

drawn from Causley Trucking’s general coffers. See (Doc. 8 Ex. A ¶ 3 (“[Causley 

Trucking] shall be designated as owner and beneficiary of any such policies purchased and 

all rights and benefits accruing from such policies shall belong solely to [Causley 

Trucking]. Participants shall have no rights or interest in such policies.”)).

Furthermore, nothing in the Plan or RDBOA required Causley to pay Plaintiff the 

face amount of the insurance policy (i.e. roughly one million dollars). If the intent of the 

Plan was to pay the survivors of deceased Causley Trucking employees the face value of 

the insurance policies taken out on those employees, the Plan and RDBOA could have been 

drafted to reflect this. Instead, they provide that an amount “not less than the cash value” 

of an insurance policy should be paid to the deceased employee’s family. Causley was 

empowered to decide the meaning of this phrase, and he reasonably determined that 

Plaintiff should receive the cash value on the policy plus roughly $25,000. 

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Plaintiff’s theory of how Plan assets ought to have been distributed is not supported 

by the language of the Plan itself. Plaintiff argues that the proceeds of any insurance 

policies purchased pursuant to the Plan should either be paid out as death benefits to 

persons like Plaintiff, or kept in a Plan trust, apparently to pay future Plan claimants. Yet 

the Plan clearly provides that “the Plan’s funding policy shall be that all death benefits 

payable under the Plan shall be provided out of the general assets of [Causley Trucking].” 

(Id. Ex. A). Furthermore, as discussed below, the Plan in this case did not have a trust into 

which funds could be deposited. 

Plaintiff argues that Causley’s decision was tainted by conflict of interest, and 

should be found arbitrary for that reason as well. Plaintiff points to Causley’s deposition 

testimony in which he admitted that Causley Trucking was not performing well financially, 

and that the bank kept a portion of the proceeds from Rieck’s life insurance when they 

were paid to Causley Trucking to cover loans taken out by the corporation. (Doc. 39 at 13). 

Plaintiff further argues that “[e]very dollar in benefits that Greg Causley chose not to pay 

over to [Plaintiff], was an extra dollar in the hands of Causley Trucking, a company that is 

owned 100% by Mr. Causley.” (Id. at 16). That Causley is owner of Causley Trucking, the 

entity which was obliged to pay benefits to Plaintiff, and was responsible for determining 

whether benefits must be paid, may be considered a conflict of interest. See Brown v. 

Prudential Ins. Co. of Am., No. 09-11685, 2010 WL 2697124, at *2 (E.D. Mich. May 17, 

2010) (“A conflict of interest exists for ERISA purposes where the plan administrator 

evaluates and pays benefits claims”), report and recommendation adopted, No. 09-11685, 

2010 WL 2696975 (E.D. Mich. July 7, 2010). On the other hand, courts have found that 

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“it is not improper under ERISA for one person to act both as an officer of a company and 

as a plan administrator[,]” i.e., a fiduciary may wear two hats. See Payonk v. HMW Indus., 

Inc., 883 F.2d 221, 225 (3rd Cir. 1989); In re Wilmington Trust Corp. ERISA litig., 943 F. 

Supp. 2d 478, 492 (D. Del. 2013). Even if a conflict is found, however, that “does not alter 

the standard of review.” Peruzzi v. Summa Med. Plan, 137 F.3d 431, 433 (6th Cir. 1998). 

Even when viewed in light of Causley’s conflict of interest, his decision to pay 

Plaintiff benefits in the amount of $204,405.39 is clearly supported by the language of the

Plan and the RDBOA; that decision was not arbitrary and capricious. Plaintiff’s argument 

that the Plan and RDBOA obligated Causley to pay her benefits in an amount more than 

the “cash value” of the insurance policy is not well supported. 

iv. Count II – Breach of Fiduciary Duty

Plaintiff’s assertions regarding Causley’s conflict of interest lead directly into her 

assertion that Causley violated his fiduciary duties under the Plan and the RDBOA. 

Fiduciaries have three duties under ERISA: 

(1) the duty of loyalty, which requires “all decisions regarding an ERISA 

plan ... be made with an eye single to the interests of the participants and 

beneficiaries”; (2) the “prudent person fiduciary obligation,” which requires 

a plan fiduciary to act with the “care, skill, prudence, and diligence of a 

prudent person acting under similar circumstances,” and (3) the exclusive 

benefit rule, which requires a fiduciary to “act for the exclusive purpose of 

providing benefits to plan participants.” James v. Pirelli Armstrong Tire 

Corp., 305 F.3d 439, 448–49 (6th Cir. 2002) (internal quotation marks 

omitted); accord Dudenhoefer v. Fifth Third Bancorp, 692 F.3d 410, 417 

(6th Cir. 2012); see 29 U.S.C. § 1104(a)(1). Each of these duties serves the 

goal of ensuring that ERISA fiduciaries act “solely in the interest of [plan] 

participants and beneficiaries.” 29 U.S.C. § 1104(a)(1); see also James, 305 

F.3d at 449.

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Pipefitters Local 636 Ins. Fund v. Blue Cross & Blue Shield of Michigan, 722 F.3d 861, 

867–68 (6th Cir. 2013). Plaintiff asserts that Causley failed to act in exclusive interest of 

the participants and beneficiaries of the Plan, and instead took money for his own benefit. 

Plaintiff asserts that, because Causley is sole owner of Causley Trucking, “[e]very dollar 

that [he] decided not to pay to Mrs. Wolf under the Plan, was a dollar in his and his 

company’s pocket.” (Doc. 39 at 18). These claims do not concern Causley’s administration 

of the Plan, but rather are equitable claims first addressed to this Court, and therefore 

Plaintiff’s claims regarding promissory estoppel and Causley’s breach of fiduciary duty 

must be considered de novo. See Moore, 458 F.3d at 427.

Plaintiff argues that Causley violated his fiduciary duties by failing to use all 

proceeds from the life insurance policy on Rieck to pay down creditors, “when the funds 

should have been retained and earmarked to fund the [DBO] Plan.” (Doc. 39 at 19). She is 

aggrieved that “the proceeds of the life insurance went first to the company creditors, the 

company and only later to Plan participants and the beneficiaries.” (Doc. 43 at 9). 

Plaintiff’s claims under 29 U.S.C. § 1132(a)(3) have been dismissed. (Doc. 21 at 14-15). 

She can therefore only allege a violation of fiduciary duty which is separate and distinct 

from her claim for denial of benefits. This claim must arise under 29 U.S.C. § 1132(a)(2), 

and must be raised on behalf of the plan. See Massachusetts Mut. Life Ins. Co. v. Russell, 

473 U.S. 134, 142 n. 9 (1985); Loren v. Blue Cross & Blue Shield of Mich., 505 F.3d 598, 

608 (6th Cir. 2007) (“although an individual may bring a § 1109 claim via § 1132(a)(2), 

ERISA does not permit recovery by an individual who claims a breach of fiduciary duty. 

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Instead, § 1109 contemplates that breaches of fiduciary duty injure the plan, and, therefore, 

any recovery under such a theory must go to the plan.”) (quotation omitted).

The trouble with Plaintiff’s argument that Causley mismanaged Plan assets is that 

the Plan has no assets. The Plan provides that death benefits “shall be provided out of the 

general assets of the corporation.” (Doc. 8 Ex. A at ¶ 3). These “general assets shall include 

any insurance proceeds received by the Corporation at the death of a Participant,” and the 

Corporation is the “owner and the beneficiary of any such [insurance] policies purchased 

and all rights and benefits accruing from such policies shall belong solely to the 

Corporation. The Participant shall have no rights or interest in such policies.” (Id.). Any 

monies to be paid pursuant to the Plan were drawn from the general coffers of Causley 

Trucking. It was wholly proper for Causley to deposit any monies received from the 

insurance policy on Rieck into the general coffers of Causley Trucking. Plaintiff’s 

argument is premised on the false assumption that funds received from that insurance 

policy should have gone to her as beneficiary, and that any remaining funds should have 

gone into the Plan’s trust. Yet the Plan itself has no assets and there is no Plan trust. 

Comingling of Plan assets cannot occur where all funds not paid to beneficiaries were due 

to Causley Trucking, because there are no Plan assets to comingle. In addition, there is 

nothing inherently wrong with an unfunded plan, i.e., one which does not have a separate 

trust of plan funds. No trust is needed if the plan is unfunded and plan benefits are paid 

solely from the employer’s general fund. 29 C.F.R. §2550.403b-1.

Plaintiff therefore cannot establish that Causley violated his fiduciary duties as 

administrator of the Plan even when his actions are considered de novo. Fenwick v. Merrill 

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Lynch, 570 F. Supp. 2d 366, 374 (D. Conn. 2008)(dismissing breach of fiduciary duty claim 

where plaintiffs could not establish that the plan lost assets since payments were made from 

the general funds of the plan sponsor). 

v. Count IV – Estoppel

Count IV of Plaintiff’s amended complaint is premised on the doctrine of estoppel. 

(Doc. 8 at 10-11). This claim does not challenge Causley’s actions as Plan administrator, 

but rather asserts equitable relief first addressed in this Court; the de novo standard 

therefore applies to Plaintiff’s estoppel argument. See Moore, 458 F.3d at 427. 

Furthermore, because this claim is not premised on Causley’s interpretation of the Plan, 

the Court may consider documents outside of the administrative record. See Wilkins, 150 

F.3d at 619.

Plaintiff argues that “Mr. Causley, the plan administrator, told Mrs. Wolf a week or 

two prior to Mr. Rieck’s death that the amount she would receive in the event of Mr. 

Rieck’s death was around $400,000.00. He later made subsequent representations about 

the death benefit amount of $300,000.00, and later $350,000.00.” (Id.). Plaintiff’s amended 

complaint further provides that she “relied on Mr. Causley’s representations about the 

death benefit amount she would receive after Mr. Rieck’s death and it would be inequitable 

to allow Mr. Causley to pay a lesser amount of benefits to Mrs. Wolf.” (Id.). The elements 

of an estoppel claim are:

1) conduct or language amounting to a representation of material fact; 2) 

awareness of the true facts by the party to be estopped; 3) an intention on 

the part of the party to be estopped that the representation be acted on, or 

conduct toward the party asserting the estoppel such that the latter has a 

right to believe that the former’s conduct is so intended; 4) unawareness of 

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the true facts by the party asserting the estoppel; and 5) detrimental and 

justifiable reliance by the party asserting estoppel on the representation.

Bloemker v. Laborers’ Local 265 Pension Fund, 605 F.3d 436, 442 (6th Cir. 2010). 

“Principles 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.” 

Sprague v. Gen. Motors Corp., 133 F.3d 388, 404 (6th Cir. 1998). Estoppel can however 

be invoked “in the case of unambiguous pension plan provisions where the plaintiff can 

demonstrate the traditional elements of estoppel, including that the defendant engaged in 

intended deception or such gross negligence as to amount to constructive fraud, 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.” Bloemker v. Laborers’ Local 265 

Pension Fund, 605 F.3d 436, 444 (6th Cir. 2010). 

In this case, Plaintiff readily admits that “she, herself, did not rely to her detriment 

on statements made by Causley.” (Doc. 43 at 16). Lack of reliance forecloses relief under 

any theory of estoppel. Rather than abandoning this fruitless argument, Plaintiff attempts 

to completely recharacterize her claim in her response to Defendants’ motion for summary 

judgment. Therein, she asserts that caselaw requires “that the reliance be asserted by the 

party asserting the estoppel – which Mr. [sic] Wolf is doing on her husband’s behalf as a 

beneficiary.” (Id.). Plaintiff further asserts that she “is entitled to assert estoppel based on 

[Rieck’s] reliance on the statements made to him by Greg Causley that the insurance 

proceeds would be significant as outlined in the [] Plan.” (Id. at 16-17). This is a very 

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different claim from the one alleged in Plaintiff’s complaint, and Plaintiff is not entitled to 

use a reply brief as an alternate means of amending her complaint. See Notarnicola v. 

Johnson Controls Inc., No. 12-11331, 2014 WL 1304591, at *5 (E.D. Mich. Mar. 28, 2014)

(“A reply brief is a response to arguments made in the response brief; it does not provide 

the moving party with a new opportunity to present yet another issue for the court’s 

consideration.”). Even if the Court was to treat this claim as properly raised, Plaintiff’s 

newfound allegations still fail to assert any reliance by either Plaintiff or Rieck, and thus 

still fail to set forth a viable claim for estoppel. While it was perhaps imprudent for Causley 

to provide estimates of Plan benefits which substantially exceeded the amount ultimately

paid, Plaintiff cannot predicate an estoppel claim upon these predicted benefits because she 

did not rely upon them. Even if she had subjectively relied on them, Plaintiff has not even 

alleged that there was any intention on the part of the party to be estopped that the 

representation be acted on, nor has she asserted that there was any detrimental and 

justifiable reliance on her part. Plaintiff has not alleged that she behaved differently 

because of the estimations of benefits. Accordingly, she has failed to state a claim for 

promissory estoppel. 

Somewhat relatedly, Plaintiff also attempts to raise new claims regarding parol 

evidence in her reply brief. Plaintiff therein asserts that “[Causley] and Mr. Reick [sic] 

allegedly had an understanding (outside the confines of the agreement), but which was not 

spelled out in the actual documentation.” (Doc. 46 at 13). This appears to be an attempt to 

raise a new argument regarding parol evidence which could be used to alter the express 

terms of the Plan and the RDBOA. Plaintiff is not entitled to raise new claims in a reply 

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brief, much less an entirely new line of attack on the previously undisputed language of the 

Plan. See Notarnicola, No. 12-11331, 2014 WL 1304591, at *5. Perhaps most damningly, 

Plaintiff merely alludes to this supposed “understanding” without bothering to discuss the 

nature of the “understanding,” when Rieck and Causley came to this “understanding,” or 

how this “understanding” should alter the terms of the Plan. The Court should not further 

consider this undeveloped, untimely assertion. 

D. Conclusion

IT IS RECOMMENDED that Plaintiff’s motion for benefits (Doc. 39) be 

DENIED, that Defendants’ motion for summary judgment (Doc. 40), be GRANTED, and 

that Plaintiff’s amended complaint (Doc. 8) be DISMISSED.

III. REVIEW

Pursuant to Rule 72(b)(2) of the Federal Rules of Civil Procedure, “[w]ithin 14 

days after being served with a copy of the recommended disposition, a party may serve and 

file specific written objections to the proposed findings and recommendations. A party may 

respond to another party’s objections within 14 days after being served with a copy.” Fed. 

R. Civ. P. 72(b)(2); see also 28 U.S.C. § 636(b)(1). Failure to file specific objections 

constitutes a waiver of any further right of appeal. Thomas v. Arn, 474 U.S. 140 (1985); 

Howard v. Sec’y of Health & Human Servs., 932 F.2d 505 (6th Cir. 1991); United States 

v. Walters, 638 F.2d 947 (6th Cir. 1981). The parties are advised that making some 

objections, but failing to raise others, will not preserve all the objections a party may have 

to this Report and Recommendation. Willis v. Sec’y of Health & Human Servs., 931 F.2d 

390, 401 (6th Cir. 1991); Dakroub v. Detroit Fed’n of Teachers Local 231, 829 F.2d 1370, 

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1373 (6th Cir. 1987). Pursuant to E.D. Mich. LR 72.1(d)(2), a copy of any objections is to 

be served upon this magistrate judge. 

Any objections must be labeled as “Objection No. 1,” “Objection No. 2,” etc. Any 

objection must recite precisely the provision of this Report and Recommendation to which 

it pertains. Not later than 14 days after service of an objection, the opposing party may file 

a concise response proportionate to the objections in length and complexity. Fed. R. Civ. 

P. 72(b)(2); E.D. Mich. LR 72.1(d). The response must specifically address each issue 

raised in the objections, in the same order, and labeled as “Response to Objection No. 1,” 

“Response to Objection No. 2,” etc. If the Court determines that any objections are without 

merit, it may rule without awaiting the response.

Date: March 23, 2017 s/ Patricia T. Morris

Patricia T. Morris

United States Magistrate Judge

CERTIFICATION

I hereby certify that the foregoing document was electronically filed this date 

through the Court’s CM/ECF system which delivers a copy to all counsel of record.

Date: March 23, 2017 By s/Kristen Castaneda 

 Case Manager 

Case 1:15-cv-12530-TLL-PTM ECF No. 47, PageID.1092 Filed 03/23/17 Page 22 of 22