RECOMMENDED FOR FULL-TEXT PUBLICATION

Pursuant to Sixth Circuit I.O.P. 32.1(b)

File Name: 18a0223p.06

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

MEAD VEST,

Plaintiff-Appellant,

v.

RESOLUTE FP US INC.,

Defendant-Appellee.

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No. 18-5046

Appeal from the United States District Court

for the Eastern District of Tennessee of Chattanooga.

No. 1:17-cv-00196—Thomas W. Phillips, District Judge.

Decided and Filed: October 10, 2018

Before: SILER, GRIFFIN, and STRANCH, Circuit Judges.

_________________

COUNSEL

ON BRIEF: R. Scott Wilson, ERIC BUCHANAN & ASSOCIATES, PLLC, Chattanooga, 

Tennessee, for Appellant. Ian H. Morrison, Jules A. Levenson, SEYFARTH SHAW LLP, 

Chicago, Illinois, for Appellee.

GRIFFIN, J., delivered the opinion of the court in which SILER, J., joined. STRANCH, 

J. (pp. 8–10), delivered a separate dissenting opinion.

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OPINION

_________________

GRIFFIN, Circuit Judge.

Plaintiff Mead Vest contends defendant Resolute FP US Inc. breached its fiduciary-duty 

obligations set forth in the Employee Retiree Income Security Act when it failed to notify her 

>
No. 18-5046 Vest v. Resolute FP US Inc. Page 2

late husband of his right to convert a group life insurance policy to an individual life insurance 

policy after he ceased employment and began drawing long-term disability benefits. The district 

court ruled plaintiff did not adequately plead a breach-of-fiduciary-duty cause of action. We 

agree and affirm. 

I.

Arthur Vest worked nearly forty years for Resolute. During his employment, Resolute 

offered group life insurance benefits (“the Plan”) to its employees in the form of base and 

optional life insurance coverage; Resolute provided coverage equal to an employee’s annual 

salary and permitted employees to purchase additional optional coverage. Arthur purchased an 

additional $300,000 of coverage. 

Due to complications arising from diabetes, Arthur ceased working in September 2015, 

and began drawing short- and then long-term disability benefits. Under the Plan, employees 

maintained base life insurance coverage when receiving long-term disability benefits, but lost 

optional coverage. However, employees had “the right to port or convert” the expiring 

additional group coverage to individual coverage within 31 days of ending active employment. 

Accordingly, Resolute ended Arthur’s optional coverage on May 18, 2016. Resolute did not, 

however, provide him “with any information concerning his right to port or convert the coverage 

that ended.” He died in October 2016, and Resolute’s life insurance carrier paid Vest’s 

beneficiary, plaintiff here, only the base coverage amount. 

Mead Vest commenced this one-count ERISA action thereafter. She alleges Resolute 

breached its fiduciary duty by failing to inform Arthur of his right to port or convert the optional 

life insurance coverage and requests “appropriate equitable relief” under ERISA § 502(a)(3), 

29 U.S.C. § 1132(a)(3). The district court held Resolute had no such duty, and dismissed the 

complaint for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6). 

II.

We review de novo a district court’s dismissal of a complaint under Rule 12(b)(6). 

Giasson Aerospace Science, Inc. v. RCO Eng’g Inc., 872 F.3d 336, 338 (6th Cir. 2017). Under 
No. 18-5046 Vest v. Resolute FP US Inc. Page 3

that rule, the district court may dismiss the plaintiff’s complaint for “failure to state a claim upon 

which relief can be granted.” Fed. R. Civ. P. 12(b)(6). We accept the truth of all of plaintiff’s 

well-pleaded material allegations and only “affirm the district court’s grant of the motion . . . if 

the moving party is entitled to judgment as a matter of law.” Wilmington Tr. Co. v. AEP 

Generating Co., 859 F.3d 365, 370 (6th Cir. 2017). “[A] complaint must contain sufficient 

factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’ A claim 

has facial plausibility when the plaintiff pleads factual content that allows the court to draw the 

reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 

556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 556, 570 (2007)).

III.

ERISA “establish[es] standards of conduct, responsibility, and obligation for fiduciaries 

of employee benefit plans, and . . . provid[es] for appropriate remedies, sanctions, and ready 

access to the Federal courts.” 29 U.S.C. § 1001(b). A fiduciary must “discharge his duties with 

respect to a plan solely in the interest of the participants and beneficiaries.” § 1104(a)(1). It 

must 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.” § 1104(a)(1)(B). A beneficiary 

may sue the plan, as plaintiff has done here, “to obtain other appropriate equitable relief.” 

§ 1132(a)(3). 

“[T]he contours of an ERISA fiduciary’s duty to disclose information to beneficiaries” 

are well defined. Haviland v. Metro. Life Ins. Co., 730 F.3d 563, 572 (6th Cir. 2013) (quoting 

James v. Pirelli Armstrong Tire Corp., 305 F.3d 439, 450 (6th Cir. 2002)). A fiduciary may not 

be liable “for a failure to disclose information that it is not required to . . . disclose,” for “[i]t 

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.” 

Sprague v. Gen. Motors Corp., 133 F.3d 388, 405, 406 (6th Cir. 1998) (en banc). However, we 

have recognized three conditions under which a fiduciary may breach its disclosure duty:

(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 
No. 18-5046 Vest v. Resolute FP US Inc. Page 4

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. 

Haviland, 730 F.3d at 572 (quoting Sprague, 133 F.3d at 406) (emphasis omitted). 

In dismissing plaintiff’s complaint, the district court drew heavily from—and ultimately 

distinguished—our decision in Krohn v. Huron Memorial Hospital, 173 F.3d 542, 548 (6th Cir. 

1999), reasoning she failed to plead “unique facts or circumstances” showing defendant knew its 

“silence might be harmful” and thus failed to establish her entitlement to equitable relief. It was 

right to do so. 

Krohn illustrates how a fiduciary may be liable for providing misleading or inaccurate 

information. An automobile accident left Margaret Krohn permanently disabled. 173 F.3d at 

544. Her husband sought information from her employer about her benefits’ coverage and only 

received information about her short-term disability options. Id. at 545. She filed suit, claiming 

the plan administrator breached its fiduciary duty by failing to provide additional information 

about her long-term disability benefits. Id. at 546. We agreed, noting that fiduciaries “must give 

complete and accurate information in response to participants’ questions,” and that providing 

“materially misleading” information, whether negligently or intentionally, or by statement or 

omission, breaches this duty. Id. at 547 (citations omitted and emphasis added). In so holding, 

we followed the lead of several of our sister circuits: 

[O]nce an ERISA beneficiary has requested information from an ERISA fiduciary 

who is aware of the beneficiary’s status and situation, the fiduciary has an 

obligation to convey complete and accurate information material to the 

beneficiary’s circumstance, even if that requires conveying information about 

which the beneficiary did not specifically inquire. . . . [T]he duty to inform is a 

constant thread in the relationship between beneficiary and trustee; it 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. 

Id. at 547–48 (internal citations omitted and emphasis added). 

We then held “Krohn’s failure to specifically request information from Huron Memorial 

about long-term disability benefits did not relieve the hospital of its fiduciary duty to provide 

complete information about her disability insurance options.” Id. at 548–49. This was because 
No. 18-5046 Vest v. Resolute FP US Inc. Page 5

“Huron Memorial received notice repeatedly that the plaintiff would be eligible for and would 

need long-term disability benefits.” Id. at 549. This was similar, we reasoned, to a decision 

from the D.C. Circuit involving an HIV-positive employee’s request to his insurer for 

information about his conversion rights under the policy, but who was told that he had no rights 

to continue his coverage (and this difference in terms mattered). Id. at 548–49 (citing Eddy v. 

Colonial Life Ins. Co. of Am., 919 F.2d 747, 751 (D.C. Cir. 1990)). The D.C. Circuit held for the 

employee, commenting that “[r]egardless of the precision of his questions, once a beneficiary 

makes known his predicament, the fiduciary is under a duty to communicate . . . all material facts 

in connection with the transaction which the trustee knows or should know.” Eddy, 919 F.2d at 

751 (citation omitted and emphasis added). Our subsequent case law applying Krohn continues 

to require this question-and-response pattern. See, e.g., Gregg. v. Trans. Workers of Am. Int’l, 

343 F.3d 833, 846–48 (6th Cir. 2003).

In plaintiff’s view, Krohn dictates the outcome of this case. After all, the argument goes, 

Resolute should have known conversion rights were important to Arthur Vest because he 

purchased extra life insurance during his employment and had to go on long-term disability leave 

due to his diabetes, which “mad[e] it more likely that he might, in fact, die.” We disagree. 

Plaintiff’s allegation that Resolute was required to disclose life insurance conversion 

information falls outside all three of Sprague’s conditions for fiduciary liability. Her claim 

plainly does not fall within Sprague condition three (not receiving future forecasts required by 

ERISA or its implementing regulations). Nor does it satisfy, like the claim in Krohn, Sprague 

condition one—receiving a misleading or inaccurate answer in response to a question. As 

discussed, Krohn dealt with an affirmative request for information, which was met with an 

affirmative omission. Here, plaintiff does not contend her breach of fiduciary duty claim rests on 

a request to Resolute. In the district court’s words, plaintiff’s complaint lacks specific 

allegations concerning communications between the Vests and Resolute to show the Vests 

“requested information regarding [Arthur’s] benefits until after his death or that they 

communicated an interest in maintaining certain benefits prior to his death,” or that Resolute 

“knew of specific facts related to his health condition . . . or that he would never return to work.”
No. 18-5046 Vest v. Resolute FP US Inc. Page 6

That leaves us with the plan provider’s own-initiative condition (Sprague condition two) 

but the complaint fails to allege either a misrepresentation or inaccurate statement by Resolute 

regarding Arthur Vest’s conversion rights. See, e.g., James, 305 F.3d at 453–56. First, Sprague

makes clear that a failure-to-disclose claim cannot proceed when nothing requires the fiduciary 

to expressly disclose the information at issue. 133 F.3d at 406. “ERISA does not contain any 

provision that requires a plan administrator to provide notice to plan participants other than a 

summary plan description and information of the benefits plan as discussed under 29 U.S.C. 

§§ 1021(a)(1) and 1022.” Walker v. Fed. Exp. Corp., 492 F. App’x 559, 566 (6th Cir. 2012). 

Neither ERISA nor the Department of Labor’s implementing regulations require summary plan 

descriptions to contain conversion information, see §§ 1021(a)(1), 1022; 29 C.F.R. § 2520.102-3, 

and plaintiff herself concedes “there is no general duty requiring ERISA fiduciaries to provide 

life insurance conversion notices.” Second, and as the district court correctly highlighted, 

plaintiff does not contend Resolute was required “to provide information regarding conversion 

rights beyond that contained in the [summary plan description].” Indeed, the Summary Plan 

Description details that insurance “will cease” upon termination of active employment, that an 

employee “may convert the amount that ends to an individual Life Insurance policy,” and that 

“Totally Disabled” employees, like Arthur Vest, “may be eligible for continued Life Insurance 

coverage subject to premium payment.”1 

Finally, plaintiff’s complaint contains no specific facts indicating Resolute knew the 

ability to convert the optional life insurance would be important to Arthur Vest. Krohn requires 

distinct factual allegations showing Resolute knew “that [its] silence might be harmful,” 

173 F.3d at 548, and plaintiff’s complaint is devoid of these requisite facts. 

 

1We, like the district court, may consider the Summary Plan Description at this stage because it was 

referred to in the complaint and central to plaintiff’s claim. See Berry v. U.S. Dep’t of Labor, 832 F.3d 627, 637–38 

(6th Cir. 2016). Plaintiff does not contend Resolute failed to provide a copy of the Summary Plan Description to 

Arthur. See Walker, 492 F. App’x at 566. 
No. 18-5046 Vest v. Resolute FP US Inc. Page 7

Accordingly, we agree with the district court that plaintiff did not adequately plead an 

ERISA breach-of-fiduciary-duty claim. 

IV.

We affirm the district court’s judgment.
No. 18-5046 Vest v. Resolute FP US Inc. Page 8

_________________

DISSENT

_________________

JANE B. STRANCH, Circuit Judge, dissenting. I agree with much of the majority 

opinion’s description of the facts and of the fiduciary duties imposed by ERISA. But because I 

believe that the district court failed to correctly analyze one of the conditions for fiduciary 

liability that we established in Sprague, I respectfully dissent. 

At issue here is the second Sprague condition, which applies where a plan provider “on 

its own initiative provide[s] misleading information.” Sprague v. Gen. Motors Corp., 133 F.3d 

388, 406 (6th Cir. 1998) (en banc). After almost four decades of work at Resolute, Arthur Vest 

left employment due to disability in September 2015. Without any solicitation from the Vests, 

Resolute sent the Vests a notice, the May 23, 2016 Employee Benefit Summary Report (Benefits 

Summary), that contained information about a number of benefits, including the life insurance 

plan in question. This was not a document required by ERISA. The Benefits Summary omitted 

material information—namely, it failed to state that Mr. Vest needed to act within 31 days to 

convert his optional group life insurance policy to an individual life insurance policy. Mr. Vest 

carried $300,000 in optional life insurance but failed to convert the policy within 31 days. Upon 

his death, Mrs. Vest received only the basic life insurance benefit of $100,000.

I conclude that Mrs. Vest has stated a plausible claim for breach of fiduciary duty under 

Sprague’s own-initiative condition because Resolute’s omission rendered the Report misleading. 

The majority opinion states that Mrs. Vest’s claim for breach of fiduciary duty cannot fall within 

the own-initiative category because she does not “allege either a misrepresentation or inaccurate 

statement by Resolute regarding Arthur Vest’s conversion rights.” (Maj. Op. at 6) That is one 

way to violate Sprague’s second condition. But we have also explained that a material omission 

qualifies as misleading information. See Krohn v. Huron Mem’l Hosp., 173 F.3d 542, 547 (6th 

Cir. 1999) (“Furthermore, a fiduciary breaches its duties by materially misleading plan 

participants, regardless of whether the fiduciary’s statements or omissions were made negligently 

or intentionally.”). Krohn’s holding that a material omission in response to a question (the first 
No. 18-5046 Vest v. Resolute FP US Inc. Page 9

Sprague condition) can be misleading is likewise applicable to a material omission in a 

document the plan provider chooses to send (the second Sprague condition). 

The majority opinion also concludes that Sprague’s second condition does not apply 

because there was no requirement for Resolute to provide a conversion notice beyond what was 

set forth in the Summary Plan Description (SPD). (Maj. Op. at 6) But Sprague’s own-initiative 

condition is exactly that—an action of the employer’s own initiative, not one required by ERISA. 

And nothing in Sprague or its progeny indicates that the second condition applies only where 

there is a disclosure requirement. Indeed, James v. Pirelli Armstrong Tire Corp., our circuit’s 

primary case on the own-initiative condition, says otherwise: 

Turning back to Sprague, although we found that there was no breach of fiduciary 

duty where GM had issued booklets containing a reservation of rights clause, 

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. 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 439, 454–55 (6th Cir. 2002). Just as the reservation of rights in James did not control 

the own-initiative analysis, including a conversion notice in the SPD (which here is not a 

paragon of clarity) does not relieve Resolute of its duty to provide full and complete information 

when providing, on its own initiative, the Benefits Summary.

Finally, the majority concludes that Mrs. Vest did not satisfy Krohn’s requirements 

because her complaint does not include “factual allegations showing Resolute knew ‘that [its] 

silence might be harmful.’” (Maj. Op. at 6 (quoting Krohn, 173 F.3d at 548)). But Resolute sent 

Mr. Vest a Benefits Summary stating that his additional life insurance coverage was no longer 

effective without mentioning his conversion rights. At the motion to dismiss stage, we may 
No. 18-5046 Vest v. Resolute FP US Inc. Page 10

consider this undisputed fact and draw the “reasonable inference,” Ashcroft v. Iqbal, 556 U.S. 

662, 678 (2009), that Resolute knew its silence might cause the Vests to lose the $300,000 in 

coverage that they had purchased.

The majority opinion affirms the decision of the district court to dismiss Mrs. Vest’s 

complaint for failure to state a claim upon which relief can be granted. At this stage of the case, 

I would hold that Mrs. Vest has stated a claim for which Sprague provides the possibility of 

relief. Therefore, I respectfully dissent.