United States District Court, District of Maryland, Southern Division
George Jarrod Hazel, United States District Judge.
On April 11, 2013, Plaintiff Primerica Life Insurance Company (“Primerica”) filed an interpleader complaint naming Defendants Leslie Zapata, Nancy Zapata, Susana Zapata, Antoine Hughes, Jennifer Hughes, Deborah Williams-Lofton as next friend of MBL (“MBL”), and Sandra Foote (collectively, “Defendants”) as potential beneficiaries of Lester Foote’s $1, 500, 000 life insurance policy. See ECF No. 1. The interpleader complaint was filed pursuant to 28 U.S.C. § 1335, requesting the Court order Defendants to answer and present their claims to the proceeds of Lester Foote’s life insurance policy. See Id. Sandra Foote and MBL have filed amended counterclaims against Primerica for breach of contract, negligence, and estoppel. See ECF No. 46; see also ECF No. 48. Primerica has filed a motion to dismiss these claims. See ECF No. 49. Also pending on the Court’s docket is an unopposed motion to intervene filed by Sandra Foote, in her capacity as the Personal Representative for the Estate of Lester Foote (“the Estate”). See ECF No. 65. The time for opposing that motion has passed. See Loc. R. 105.2(a) (Md.) This Memorandum Opinion and accompanying Order address Primerica’s motion to dismiss and the Estate’s motion to intervene. The Court finds that a hearing is unnecessary. See Id. at 105.6. For the reasons stated below, both motions are GRANTED.
On January 5, 2002, Lester Foote completed an application for a $1, 500, 000 life insurance policy (the “Policy”) from Primerica. See ECF No. 48-1 at ¶¶ 12-13. On the application, Lester Foote designated his daughters, Leslie P. Pineda (now Leslie Zapata), Nancy A. Pineda (now Nancy Zapata), Susana R. Pineda (now Susana Zapata), Jennifer J. Hughes, and his son, Antoine L. Hughes, as principal beneficiaries. See ECF No. 1-3 at 10. Under the Policy, each daughter was entitled to receive $250, 000 upon Lester Foote’s death and his son was entitled to $200, 000. See Id. Lester Foote also named his goddaughter, MBL, as a principal beneficiary in the 2002 application, entitling her to $100, 000 in proceeds from the Policy. See Id. When Lester Foote completed the 2002 application, he indicated on the application that this beneficiary designation was irrevocable. See Id. at ¶ 14. Pursuant to the terms of the policy, a beneficiary designated as irrevocable on an application “may not be changed except with the written consent of that Beneficiary.” Id.
On December 17, 2010, Lester Foote attempted to change the original beneficiaries of his Policy by submitting a Policy Change Application through his Primerica agent. The change would have removed Lester Foote’s children as original beneficiaries and would have instead named Sandra Foote, his second wife, as a new principal beneficiary. See ECF No. 1-4 at 6. MBL would have remained a principal beneficiary. See Id. Based on the Policy Change Application, MBL would have continued to receive $100, 000, the amount Lester Foote previously designated for MBL in the 2002 application, and Sandra Foote would have received $1, 400, 000, the remaining proceeds of the Policy. See ECF No. 46 at ¶ 18. The Policy Change Application, however, did not have the signatures of the original beneficiaries, who, according to the Policy, were required to provide their written consent in order for their beneficiary status to be changed. See id; see also ECF No. 1-3 at 10. Despite sending an acknowledgment letter to Lester Foote that it had received the Policy Change Application (see ECF No. 46 at ¶ 19), Primerica never informed him that the requested changes would not be processed due to the lack of consent from the original beneficiaries. See Id. at ¶ 20; see also ECF No. 1 at ¶ 18.
Ultimately, Lester Foote died on December 26, 2013. See ECF No. 1 at ¶ 19. Following his death, all of the Defendants informed Primerica that they believed they were entitled to a portion of the $1, 500, 000 death benefit. See Id. at ¶ 20. Believing that the various claims to Lester Foote’s death benefit were hostile and conflicting, Primerica filed the instant interpleader complaint so that the Defendants could present their claims to the proceeds of the Policy.
In their respective answers to Primerica’s interpleader complaint, Sandra Foote and MBL raised identical counterclaims against Primerica. See ECF No. 46; see also ECF No. 48. Specifically, they have sued Primerica for breach of contract, negligence, and estoppel. See ECF No. 46 at ¶¶ 23-54; see also ECF No. 48 at ¶¶ 23-52. In essence, they contend that Primerica was negligent and breached the Policy by failing to inform Lester Foote that he could not change the beneficiaries without the consent of the original beneficiaries and by failing to inform him that his Policy Change Application had not been processed. See ECF No. 46 at ¶¶ 23-44; see also ECF No. 48 at ¶¶ 23-44. Additionally, Sandra Foote and MBL contend that Primerica should be “estopped from denying that the Policy Change Application was not effective.” ECF No. 46 at ¶ 54; see also ECF No. 48 at ¶ 53. For the reasons stated below, Sandra Foote and MBL have failed to state viable claims for breach of contract, negligence, and estoppel.
II. STANDARD OF REVIEW
Primerica moves this Court to dismiss Sandra Foote’s and MBL’s amended counterclaims for failure to state a claim upon which relief can be granted, pursuant to Fed.R.Civ.P. 12(b)(6). “‘[T]he purpose of Rule 12(b)(6) is to test the legal sufficiency of a complaint’ and not to ‘resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses.’” Presley v. City of Charlottesville, 464 F.3d 480, 483 (4th Cir. 2006) (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 243-44 (4th Cir. 1999)). In order to survive a motion to dismiss under Rule 12(b)(6), “a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 129 S.Ct. 1937 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). Generally, when ruling on a 12(b)(6) motion, the court assumes that the facts alleged in the complaint are true and draws all reasonable factual inferences in the nonmoving party’s favor. Edwards, 178 F.3d at 244. A complaint need not provide “detailed factual allegations, ” but it must “provide the grounds of [the plaintiff’s] entitlement to relief” with “more than labels and conclusions” or “a formulaic recitation of the elements of a cause of action.” Twombly, 550 U.S. at 555 (internal quotations omitted).
A. Breach of Contract
Sandra Foote and MBL separately claim that Primerica breached the Policy by (1) failing “to inform Lester Foote that he could not change the beneficiaries without the consent of the original beneficiaries”; (2) failing “to process the change of beneficiaries requested by Lester Foote”; and (3) by failing “to inform Lester Foote th[a]t it had not processed the change of beneficiaries he requested . . . .” ECF No. 46 at ¶¶ 28-30; see also ECF No. 48 at ¶¶ 28-30. These allegations, however, are insufficient to state a claim for breach of contract.
To state a claim for breach of contract under D.C. law, a plaintiff must allege “(1) a valid contract between the parties; (2) an obligation or duty arising out of the contract; (3) a breach of that duty; and (4) damages caused by breach.” Tsintolas Realty Co. v. Mendez, 984 A.2d 181, 187 (D.C. 2009). First, MBL’s breach of contract claim fails because she has not identified a specific duty arising out of the contract that Primerica breached. Although MBL alleges generally that Primerica breached its duty (1) to inform Lester Foote that he could not change the beneficiaries without the consent of the original beneficiaries, (2) to process Lester Foote’s change of beneficiaries, and (3) to inform Lester Foote that the change had not been processed (see ECF No. 48 at ¶¶ 28-30), the Policy contained no such obligations. See ECF No. 1-3. “Obviously, one cannot breach a contract without breaching a particular obligation created under the contract, and thus, ‘in the absence of a contractual obligation . . . [Primerica] could not have breached [the] contract.” Schoen v. Consumers United Group, Inc., 670 F.Supp. 367, 378 (D.D.C. 1986). Therefore, by failing to identify a specific duty under the Policy that Primerica breached, MBL has failed to state a claim for breach of contract. See Logan v. LaSalle Bank Nat. Ass’n, 80 A.3d 1014, 1023-24 (D.C. 2013) (affirming dismissal of breach of contract claim where the plaintiff has failed to “identif[y] . . . a governing contractual provision” that was breached); see also Coon v. Wood, No. 13-1400, 2014 WL 4647713, at *4 (D.D.C. Sept. 18, 2014) (dismissing breach of contract claim where the plaintiff has not identified any “obligation or duty arising out of the contract” that the defendant breached).
Sandra Foote’s breach of contract claim also fails. “An insurance policy establishes a contractual relationship between the company and its policy holder.” Choharis v. State Farm Fire & Cas. Co., 961 A.2d 1080, 1087 (D.C. 2008). Here, the policy holder was Lester Foote and the insurance company was Primerica. Because Sandra Foote was not a party to the Policy, she lacks standing to bring an action for breach of contract, unless, of course, she was an intended third-party beneficiary of the Policy, which she was not.SeeModem Ice Equipment and Supply Co. v. Snow Park USA, LLC, No. 10-134, 2011 WL 3515862 at *3 (W.D. N.C. Aug. 11, 2011) (“A party that is not in privity to a contract lacks standing to bring an action for breach of the ...