UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

BRYAN CLARKE, as Husband and 

Administrator of the Estate of Tracie 

Clarke

Plaintiff,

v.

DPWN HOLDINGS (USA), INC.,

Defendant.

Case No. 20 C 05130

Judge Martha M. Pacold

MEMORANDUM OPINION AND ORDER

Tracie Clarke applied for life insurance benefits under the policy of her 

employer DPWN Holdings (USA), Inc. (“DHL”). DHL ended her employment 

shortly afterward, and Clarke passed away. Clarke’s husband Bryan Clarke, acting 

as administrator of her estate (the “Estate”), filed this lawsuit against DHL alleging 

that DHL wrongfully terminated Clarke and defrauded her to avoid paying her life 

insurance benefits. DHL moved to dismiss the complaint on the basis that the 

Estate’s claims are preempted by the Employee Retirement Income Security Act of 

1974 (“ERISA”), 29 U.S.C. § 1001, et seq., and not administratively exhausted, and 

the wrongful termination claim fails to state a claim under Illinois law. For the 

reasons that follow, the motion is granted, the complaint is dismissed without 

prejudice, and the Estate is granted leave to file an amended complaint.

BACKGROUND

The following facts are taken from the complaint. Tracie Clarke was an 

Illinois resident and employee of DHL, a Florida company that provides express 

delivery services. [1-2] ¶¶ 5–6.1 Through her employment with DHL, Clarke was 

covered under a life insurance policy (the “Policy”) administered by Hartford Life 

and Accident Insurance Co. Id. ¶¶ 4, 6, 9. 

In 2016, due to serious health issues, Clarke applied for a Premium Waiver 

and then, in 2017, applied for Accelerated Death Benefits under the Policy. Id.

¶ 10. Clarke completed all necessary forms and submitted them to Hartford and 

DHL. Id. ¶ 13. In August 2017, Clarke contacted DHL for assistance in having her 

1 Bracketed numbers refer to docket entries and are followed by page and / or paragraph 

number citations. Page numbers refer to the CM/ECF page number.

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applications processed and was informed that her employment had to be 

administratively terminated for her to receive the benefits. Id. ¶ 10 & Ex. 1. 

Clarke “was immediately thereafter terminated by DHL.” Id. ¶ 10. 

In September 2017, Hartford denied Clarke’s claim for Accelerated Death 

Benefits because, under the Policy, “coverage ends on the date [the] Employer 

terminates [the] employment.” Id. ¶ 11 & Ex. 2. Clarke passed away on August 18, 

2019. Id. ¶ 12.

On July 31, 2020, the Estate filed the complaint in Illinois state court against 

DHL and Hartford “seek[ing] redress for DHL’s wrongful termination of Tracie and 

Defendants’ practices in causing Plaintiff to become ineligible for her life insurance 

benefits through her employment with DHL.” Id. ¶ 1. The Estate alleges that 

Clarke “submitted to Hartford and DHL the necessary forms and applications for 

Benefits under the Policy, however, as a result of misinformation provided by DHL 

to Tracie and the fact that DHL improperly terminated Tracie, she received no 

Benefits to which she was entitled.” Id. ¶ 14. The complaint includes four counts:

wrongful termination, violation of the Illinois Consumer Fraud and Deceptive 

Business Practices Act, 815 ILCS 505/1, et seq. (“ICFA”), fraud, and unjust 

enrichment. Id. ¶¶ 16-39. The Estate seeks damages “in the amount of the Benefit 

and the unpaid interest.” Id. ¶ 15. 

On August 31, 2020, Hartford (with DHL’s consent) removed the suit to 

federal court on the basis of both diversity and federal question jurisdiction. [1]. 

On October 15, 2020, Hartford filed a motion to dismiss the complaint [13], and, on 

November 5, 2020, the Estate moved to voluntarily dismiss Hartford [21]. The 

court granted the Estate’s motion and denied Hartford’s motion as moot. [22].

On December 4, 2020, DHL moved to dismiss the complaint. [23]. DHL 

argues that the Estate’s claims are preempted by ERISA, the Estate failed to 

exhaust its administrative remedies before filing suit, and the complaint fails to 

state a claim under Illinois law for wrongful termination.

LEGAL STANDARD

When reviewing a motion to dismiss under Rule 12(b)(6), the court “accept[s]

as true all factual allegations in the complaint and draw[s] all permissible 

inferences in plaintiff[’s] favor.” Boucher v. Fin. Sys. of Green Bay, Inc., 880 F.3d 

362, 365 (7th Cir. 2018). “To survive a motion to dismiss, a plaintiff must allege 

‘enough facts to state a claim to relief that is plausible on its face.’” Id. at 365–66 

(quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). “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.” 

Id. at 366 (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). Federal pleading 

standards do “not require detailed factual allegations, but [they] demand[] more 

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than an unadorned, the-defendant-unlawfully-harmed-me accusation.” Ashcroft, 

556 U.S. at 678 (internal quotation marks omitted). “[N]aked assertion[s] devoid of 

further factual enhancement” are insufficient. Id. (second alteration in original, 

internal quotation marks omitted).

DISCUSSION

Preemption

“In enacting ERISA, Congress included two distinct and powerful preemption 

provisions: complete preemption under ERISA § 502, 29 U.S.C. § 1132, and conflict 

preemption under ERISA § 514, 29 U.S.C. § 1144.” Halperin v. Richards, 7 F.4th 

534, 540 (7th Cir. 2021). DHL argues that the Estate’s complaint is preempted

under § 514, which states that (subject to exceptions not relevant here) ERISA

“shall supersede any and all State laws insofar as they may now or hereafter relate 

to any employee benefit plan . . . .” 29 U.S.C. § 1144(a). 

The key inquiry under § 514 is whether the Estate’s claims “relate to” an 

ERISA-regulated plan. “[T]he Supreme Court has written that a law ‘relates to’ an 

ERISA plan ‘if it has a connection with or reference to such a plan.’” Halperin, 

7 F.4th at 541 (quoting Shaw v. Delta Air Lines, Inc., 463 U.S. 85, 96–97 (1983)). 

This generally encompasses “two categories of state laws”: (1) state laws that “act[] 

immediately and exclusively upon ERISA plans . . . or where the existence of ERISA 

plans is essential to the law’s operation,” and (2) “state statute[s] or claim[s] that, 

while not facially tied to ERISA, govern[] . . . a central matter of plan 

administration or interfere[] with nationally uniform plan administration.” Id.

(ellipsis in original, internal quotation marks omitted). The second category of 

preempted laws “includes state-law causes of action seeking ‘alternative 

enforcement mechanisms’ as an end run around ERISA’s more limited remedial 

scheme.” Id. (quoting N.Y. State Conf. of Blue Cross & Blue Shield Plans v. 

Travelers Ins. Co., 514 U.S. 645, 658 (1995)).

The parties do not dispute that the Policy is an ERISA plan, so the only 

question is whether the Estate’s claims relate to the Policy. The court concludes 

that they do. The Supreme Court has held “that § 514(a) of ERISA expressly 

preempts state common laws protecting employees from wrongful discharge when 

the claim relates to an employee’s rights under an ERISA plan.” Kariotis v. 

Navistar Int’l Transp. Corp., 131 F.3d 672, 679 (7th Cir. 1997) (citing IngersollRand Co. v. McClendon, 498 U.S. 133, 140 (1990)). Specifically, the Supreme Court 

held that “a claim that the employer wrongfully terminated plaintiff primarily 

because of the employer’s desire to avoid . . . paying benefits under” an ERISA plan 

is “pre-empted” because “the existence of a[n] [ERISA] plan is a critical factor in 

establishing liability” and would disrupt the uniform ERISA scheme designed by 

Congress. Ingersoll-Rand, 498 U.S. at 140–42. Relying on this precedent, the 

Seventh Circuit has held that a claim that an employer “violated Illinois law by 

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firing [the plaintiff] for seeking . . . benefits under [ERISA] plans” is “clearly 

preempted.” Kariotis, 131 F.3d at 679.

These are precisely the claims brought by the Estate, as each rests on the 

theory that DHL terminated Tracie Clarke for the purpose of denying her benefits 

under the Policy. The Estate’s fraud claim alleges that DHL “intended to deceive, 

defraud and/or induce Plaintiff into not objecting to the termination of her 

employment with DHL in order to deny Tracie’s claims and to prevent her from 

receiving the benefits to which she was entitled by the Policy.” [1-2] ¶ 33; see also 

id., Prayer for Relief ¶ D. Similarly, for its unjust enrichment claims, the Estate 

alleges that DHL “had knowledge of the insurance coverage to which Tracie was 

entitled and terminated her employment in order to deny Tracie’s claims and retain 

the Benefits to which she was entitled.” Id. ¶ 37. And the Estate’s wrongful 

termination and ICFA claims plead that DHL “improperly and wrongfully 

terminated Tracie and therefore deprived Tracie and/or her Estate of the benefits 

due to her under the Policy.” Id. ¶ 17; id. ¶ 25 (alleging DHL “engaged in the 

unlawful and unfair deception, fraud, false pretense, false promise, and/or 

misrepresentation by improperly terminating Tracie and therefore depriving Tracie 

and/or her Estate of the benefits due to her under the Policy”). Drawing all 

reasonable inferences in the Estate’s favor, the complaint alleges that DHL fired 

Tracie Clarke because of her request for benefits under the Policy. See [1-2] ¶ 10 & 

Ex. 1 (alleging Tracie Clarke was “immediately . . . terminated by DHL” after 

requesting assistance obtaining insurance benefits).

The Estate argues that its claims are not preempted because the Estate is not

seeking a remedy compelling DHL to award the specific benefits under the Policy or 

a determination that Hartford improperly denied coverage. Thus, according to the 

Estate, the Estate’s claims require only a “cursory examination of ERISA plan 

provisions” to ascertain the damages from the loss of benefits, which is insufficient 

to fall within ERISA’s preemptive scope. [31] at 7 (citing Trs. of AFTRA Health 

Fund v. Biondi, 303 F.3d 765, 780 (7th Cir. 2002)). But the Estate’s concession that 

“the denial of benefits under the ERISA plan forms the measure of [the Estate’s] 

damages” is yet another factor pointing towards preemption.2 [31] at 3. Although

“[i]t is true that [the Estate is] not seeking to enlarge coverage . . . any money [it] 

obtained from this suit would be functionally a benefit to which the written terms of 

the[] plan do not entitle [it]. This type of end run is regularly rebuffed.” Pohl v. 

Nat’l Benefits Consultants, Inc., 956 F.2d 126, 128 (7th Cir. 1992). The fact that the 

Estate is “seeking damages caused by a deceptive or unfair act” regarding DHL’s 

2 See also [1-2] ¶ 15 (“Plaintiff was damaged in the amount of the Benefit” under the 

Policy); id. ¶ 18 (seeking damages for unpaid “benefits to which [Clarke] was entitled under 

the Policy, plus interest” and for being “deprived of the use of the monies due and owing to 

[Clarke] under the benefits of the Policy, plus interest”); id. ¶ 28 (same); id. ¶¶ 33, 37–39 

(similar); id., Prayer for Relief ¶ F (requesting “damages including but not limited to the 

loss of benefits to which Tracie Clarke was entitled under the Policy”). 

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alleged misrepresentation about the Policy’s coverage (that Tracie Clarke would be 

covered if she was terminated) and not technically asking for coverage under the 

Policy “is a distinction without a difference because both claims require the 

existence of a plan and seek a benefit not owed by the [Policy] pursuant to state law 

claims rather than those available under” ERISA. Weeks v. UMR, Inc., 370 F. Supp. 

3d 943, 951 (C.D. Ill. 2018); see also Agranoff v. LensCrafters, Inc., No. 07-cv-4933, 

2007 WL 4557080, at *2 (N.D. Ill. Dec. 21, 2007) (state law claim preempted 

because “Agranoff’s alleged injury is parallel to harm to the plan itself, and 

necessarily implicates the benefits plan”).

Thurman v. Pfizer, Inc., 484 F.3d 855 (6th Cir. 2007), relied upon by the 

Estate, is on point. There, the plaintiff sued his employer claiming that the 

employer had fraudulently induced the plaintiff to leave his old job by promising 

him significantly greater pension benefits than what the plaintiff ultimately

received. Id. at 858. The Sixth Circuit held that the plaintiff’s claims were “clearly 

preempted” to the extent they sought damages based on “the difference between the 

benefits promised and the benefits to which he was entitled.” Id. at 862. Thus, the 

plaintiff could only seek damages that were unrelated to the ERISA plan, such as 

“decreased wages, moving expenses, and forfeited stock options.” Id.

The doctrine of complete preemption under § 502, 29 U.S.C. § 1132, also 

supports the conclusion that the Estate’s state law claims are preempted, because 

the Estate’s claims act as alternative enforcement methods to ERISA. Halperin, 

7 F.4th at 545 (complete preemption test “is useful in assessing the similar question 

of alternative remedies under conflict preemption”). “[A] state-law claim is 

completely preempted (1) ‘if an individual, at some point in time, could have 

brought his claim under’ ERISA’s expansive civil enforcement mechanism . . . and 

(2) ‘where there is no other independent legal duty that is implicated by a 

defendant’s actions.’” Studer v. Katherine Shaw Bethea Hosp., 867 F.3d 721, 724 

(7th Cir. 2017) (quoting Aetna Health Inc. v. Davila, 542 U.S. 200, 210 (2004)). 

For the first prong, the Estate could have brought its state law claims under 

§ 510 of ERISA. 29 U.S.C. § 1140 (“It shall be unlawful for any person to discharge, 

fine, suspend, expel, discipline, or discriminate against a participant or beneficiary 

for exercising any right to which he is entitled under the provisions of an employee 

benefit plan . . .”). Section 510 “may be enforced through civil actions brought 

pursuant to § 502.” Kross v. W. Elec. Co., 701 F.2d 1238, 1243 (7th Cir. 1983). 

Indeed, the Seventh Circuit has held both that a claim based on an employer’s 

allegedly wrongful termination of an employee to prevent that employee from 

receiving benefits is a viable claim under § 510, id., and that such claims are 

therefore preempted. Kariotis, 131 F.3d at 679; cf. Teamsters Local Union No. 705 

v. Burlington N. Santa Fe, LLC, 741 F.3d 819, 826 (7th Cir. 2014) (claim against 

former employer and others for alleged conspiracy to interfere with employees’ 

benefits would be preempted “if . . . premised on state law”).

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For the second prong, the Estate’s complaint does not allege conduct by DHL 

that implicates an independent legal duty outside of the Policy. As presently 

alleged, the Estate can only prove DHL’s liability by applying the terms of the 

Policy to show that DHL’s termination of Clarke was unnecessary for her to receive 

benefits under the Policy, that Clarke’s termination resulted in her ineligibility for 

benefits, and the amount of damages. Thus, the Estate’s claims are “not entirely 

independent of ERISA.” Studer, 867 F.3d at 726–27 (internal quotation marks 

omitted). The Estate contends that its claims are based on independent legal duties 

arising under Illinois law that have general applicability and make no reference to 

ERISA plans, but courts have regularly dismissed the same types of claims as 

preempted where such claims relied on interpretation and application of an ERISA 

plan. See, e.g., Di Joseph v. Std. Ins. Co., 776 F. App’x 343, 347–48 (7th Cir. 2019) 

(affirming district court’s dismissal of unjust enrichment and fraud claims); 

Anderson v. Humana, 24 F.3d 889, 891–92 (7th Cir. 1994) (affirming dismissal of 

ICFA and fraud claims); Lamkins v. Dress Barn, Inc., No. 14-cv-8118, 2015 WL 

3407372, at *4 (N.D. Ill. May 27, 2015) (collecting cases holding that fraud and 

ICFA claims are preempted).

Finally, the Estate argues that its unjust enrichment claim should not be 

dismissed because doing so would leave the Estate without a remedy. As discussed 

above, however, the Estate may have been able to bring a claim against DHL under 

ERISA § 510.3 Regardless, the Estate’s argument is foreclosed by Seventh Circuit 

precedent. See Pohl, 956 F.2d at 129 (affirming dismissal of state law claims where 

plaintiffs “ha[d] no claim, period” due to preemption); Lister v. Stark, 890 F.2d 941, 

946 (7th Cir. 1989) (affirming dismissal of preempted state law claims even though 

it left the plaintiff “without a remedy”). Accordingly, the Estate’s claims are 

preempted.

Exhaustion of Administrative Remedies

DHL next argues that the Estate’s claims should be dismissed with prejudice 

because the Estate failed to exhaust administrative remedies and any 

administrative appeals are now time-barred. Edwards v. Briggs & Stratton Ret. 

Plan, 639 F.3d 355, 360 (7th Cir. 2011) (“[W]e have interpreted ERISA as requiring 

exhaustion of administrative remedies as a prerequisite to bringing suit under the 

statute.”). Neither party, however, explains why exhaustion under ERISA is 

relevant given that the complaint does not include any ERISA claims. The answer 

presumably is that the court’s finding of complete preemption means that the 

Estate’s claims can be converted to ERISA claims for which failure to exhaust 

administrative remedies would be a defense. See Davila, 542 U.S. at 209 (“[T]he 

ERISA civil enforcement mechanism is one of those provisions with such 

extraordinary pre-emptive power that it converts an ordinary state common law 

3 The court does not address whether the complaint adequately states a claim for violation 

of § 510.

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complaint into one stating a federal claim for purposes of the well-pleaded 

complaint rule.” (internal quotation marks omitted)).

The Estate, however, has not asked the court to treat any of its claims as 

ERISA claims. Further, the parties have focused on whether the Estate needed to 

exhaust its claim regarding Hartford’s “denial of benefits.” [23] at 9–10; [31] at 11. 

Yet the Estate argues that it is “not seeking or appealing any denial of benefits from 

Hartford’s ERISA plan.” [31] at 4. The Seventh Circuit has required exhaustion of 

administrative remedies even in the context of wrongful discharge claims brought 

under ERISA that are similar to the Estate’s, see Lindemann v. Mobil Oil Corp., 79 

F.3d 647, 649–50 (7th Cir. 1996); Kross, 701 F.2d at 1244–45, but the parties have 

not addressed the administrative procedures available to the Estate in this context 

or whether it is too late for the Estate to pursue them. 

In light of these circumstances, where the complaint does not expressly plead 

any ERISA claims, the Estate has not asked the court to treat any of its claims as 

such, the Estate has disclaimed that it is challenging Hartford’s denial of benefits, 

and the parties have not addressed whether the Estate exhausted any § 510 claims 

the Estate may have, the Court exercises its discretion and declines to address this 

issue now. DHL is free to raise this issue again if it is presented.

Wrongful Termination 

Finally, DHL asserts that the complaint does not state a claim for wrongful 

termination under Illinois law because the complaint does not allege Clarke’s 

termination violated Illinois public policy.4 See Price v. Carmack Datsun, Inc., 

109 Ill. 2d 65, 67 (1985) (“A cause of action for retaliatory discharge is recognized 

. . . only when the employee’s discharge is in violation of a clearly mandated public 

policy.” (internal quotation marks omitted)). In response, the Estate argues that 

Clarke’s discharge violated two Illinois public policies: (1) the encouragement of 

“employers to provide health insurance plans for their employees,” and (2) Article I, 

§ 12 of the Illinois Constitution, which states that “[e]very person shall find a 

certain remedy in the laws for all injuries and wrongs.” [31] at 12–14.

Neither argument is persuasive. The Estate acknowledges that the alleged 

public policy of encouraging employers to provide health insurance is taken from 

the dissent in Price v. Carmack Datsun, Inc.—meaning it was necessarily rejected 

by the majority and thus is not an Illinois public policy. 109 Ill. 2d at 69 (majority 

opinion) (“[T]he discharge of an employee for filing a claim under a policy in which 

he is a beneficiary does not violate a clearly mandated public policy.”). The Estate’s 

second argument is also inconsistent with the Price majority’s holding. Further, the 

4 Although the court has already held that this claim is preempted by ERISA, the court will 

address this argument for the benefit of the Estate should the Estate decide to amend the 

complaint.

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Illinois Supreme Court has made clear that Article I, § 12 is “aspirational.” Illinois 

v. Averett, 237 Ill. 2d 1, 22 (2010). The complaint thus fails to state a claim for 

wrongful termination under Illinois law.

CONCLUSION

The motion to dismiss is granted, the complaint is dismissed without 

prejudice, and the Estate is granted leave to file an amended complaint by October 

26, 2021.

Dated: September 23, 2021 /s/ Martha M. Pacold

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