Michael H. Bloom, OSB# 815106

bloompc@easystreet.net

MICHAEL H. BLOOM, P.C.

One Centerpointe Drive, Ste. 570

Lake Oswego, Oregon 97035

Telephone: (503) 223-2608

Facsimile: (503) 670-7683

Attorney for Plaintiffs 

UNITED STATES DISTRICT COURT

DISTRICT OF OREGON

 PORTLAND DIVISION

GERALD H. WILLIAMS, JR. and 

CONSTRUCTION & ENGINEERING

MANAGEMENT RESEARCH, INC. 

Plaintiffs,

v.

THE LINCOLN NATIONAL LIFE

INSURANCE COMPANY, 

Defendant.

Case No.: 3:15 cv 196 

COMPLAINT 

Breach of Contract 

Specific Performance

JURY TRIAL DEMAND

Plaintiffs Gerald H. Williams, Jr. and Construction & Engineering

Management Research Inc. allege:

PARTIES

1. Plaintiff Construction & Engineering Management Research Inc.

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(“CEMR”) is an Oregon corporation with its principal place of business in

Portland, Oregon. CEMR was incorporated in Oregon, is organized under the

laws of Oregon, and is an Oregon citizen.

2. Plaintiff Gerald H. Williams, Jr. (“Williams”) is an individual

domiciled in the State of Oregon. Williams is an Oregon citizen, and is the

president, owner and sole shareholder of CEMR .

3. Defendant The Lincoln National Life Insurance Company (“Lincoln”)

was incorporated in Indiana, is organized under the laws of Indiana, and is an

Indiana citizen. Lincoln regularly transacts business in Oregon.

JURISDICTION

4. Jurisdiction is proper in this Court under 28 U.S.C. § 1332 because

this case is between citizens of different states and the amount in controversy

exceeds $75,000, exclusive of interest and costs.

VENUE

5. Venue is proper in this judicial district under 28 U.S.C. § 1391

because a substantial part of the events or omissions giving rise to the claims

arose in this judicial district.

FACTUAL BACKGROUND

6. In 2004, Williams’ financial advisor recommended that Williams’

solely owned Corporation, CEMR, adopt a Section 419 Welfare Benefit Plan. His

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financial advisor advised him that the Grist Mill Trust Welfare Benefit Plan could

meet those needs. 

7. The Grist Mill Trust Section 419 Welfare Benefit Plan is structured to 

allow an employer to make contributions to the Plan for the benefit of its

employees by providing for the payment of life insurance or other benefits to its

members.

8. In September 2004, CEMR adopted the Grist Mill Trust Welfare

Benefit Plan (the “Grist Mill Trust”). 

9. Beginning in 2004, CEMR made annual contributions to the Grist Mill

Trust on behalf of its sole employee Williams.

10. The Grist Mill Trust used CEMR’s contributions to purchase a

Jefferson Pilot universal life insurance Policy (the “Policy”) insuring the life of

Williams. The Grist Mill Trust was listed as the owner of the Policy and held the

policy in trust for the benefit of Williams. Williams wife, Caroline Reay, was

named as the beneficiary of the trust in the event of death.

11. In 2006, Jefferson Pilot merged with Lincoln National Corporation.

The resulting company, its subsidiaries, and affiliates, including Defendant

Lincoln, now operate under the brand name Lincoln Financial Group.

12. The Policy on the life of Williams is identified by Lincoln Financial

Group Policy No. JP5503900.

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13. The Policy states, “[w]hile the Insured is alive, the Owner may

exercise every right and option and receive every benefit provided by this

policy.” The Policy further states, “[w]hile the Insured is alive, the Owner or

beneficiary may be changed. Any change will take effect as of the date the request

is signed.”

14. On or about August 14, 2014, Williams signed Life Ownership

Change and Change of Beneficiary forms necessary to transfer ownership of the

Policy from the Grist Mill Trust to Williams and submitted them to the Grist Mill

Trust. The Life Ownership Change and Change of Beneficiary forms are contracts

between Plaintiffs and Lincoln. 

15. On or about September 3, 2014, the Grist Mill Trust sent the signed

Life Ownership Change and Change of Beneficiary forms to Lincoln, instructing

Lincoln to transfer the Policy ownership name to Williams and change the Policy

beneficiary to Williams’ wife, Caroline Reay.

16. Despite receipt of the Life Ownership Change and Change of

Beneficiary contract, Lincoln has refused to transfer the Policy ownership name

from the Grist Mill Trust to Williams and the beneficiary name to Williams’ wife,

Caroline Reay. 

17. The Policy currently has a collective cash surrender value well in

excess of $75,000.

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18. Plaintiffs have completed any and all conditions precedent to transfer

of the Policy to Williams.

19. Plaintiffs seek specific performance requiring Lincoln to

transfer the Policy in accordance with the Policy and the Life Ownership Change

and Change of Beneficiary contract. 

20. Plaintiffs have no adequate remedy at law to effectuate the transfer. 

WHEREFORE, plaintiff prays for a judgment and decree as follows: 

1. Directing Lincoln Financial Group to change the ownership name of

its Lincoln National life insurance policy JP5503900 to Gerald H.

Williams, Jr. and change the policy’s beneficiary name to Caroline

Reay.

2. Directing Lincoln Financial Group to allow plaintiff to surrender the

policy in exchange for its cash value and pay the same to plaintiff.

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JURY TRIAL DEMAND

Plaintiffs hereby demand a jury trial on any and all claims so triable in this

matter pursuant to Rule 81(c)(3) of the Federal Rules of Civil Procedure. 

RESPECTFULLY SUBMITTED this 4th day of February, 2015.

MICHAEL H. BLOOM, P.C.

s/ Michael H. Bloom 

 

Michael H. Bloom, OSB #815106 

One Centerpointe Drive, Ste. 570

Lake Oswego, Oregon 979035

bloompc@easystreet.net

(503) 223-2608

Attorney for Plaintiffs

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