OPINION & ORDER In this action, plaintiff Carol Perlman alleges her former employer, General Electric (“GE”), violated the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §§1001 et seq., as well as New York state common law, by failing to provide her with documentation related to its pension plan (the “Plan”) and wrongfully denying her claims for benefits under the Plan. She brings claims against GE, its GE Healthcare subsidiary, and individual managers within GE (together, “defendants”). In an earlier decision, the Court granted defendants’ motion to dismiss Perlman’s initial Complaint under Federal Rule of Civil Procedure 12(b)(6), while also granting Perlman leave to amend. Dkt. 35; Perlman v. Gen. Elec., No. 22 Civ. 9823 (PAE), 2023 WL 4304929 (S.D.N.Y. June 30, 2023), appeal withdrawn, No. 23-1099, 2023 WL 9380714 (2d Cir. Sept. 21, 2023) ["Perlman I"]. Perlman duly filed an amended complaint (the “First Amended Complaint” or “FAC”), Dkt. 39, which defendants now move to dismiss, again under Rule 12(b)(6), Dkt. 40. For the reasons that follow, the Court grants defendants’ motion and dismisses the FAC with prejudice. I. Background A. Factual Background1 The Court assumes familiarity with the factual background of this case, including as set out in the decision granting defendants’ first motion to dismiss. See Perlman I, 2023 WL 4304929, at *2-3. The following brief summary incorporates the facts added by the FAC. 1. Perlman’s Employment History From 1994 to 2003, Perlman worked as vice president of corporate communications for a series of medical imaging companies that underwent sequential mergers and buyouts. FAC at 6-9.2 During this period, she was a U.S. employee with significant employment duties in the U.K. Id. The last of these employers, Amersham Health, Inc. (“Amersham”), was acquired by GE in a deal announced in 2003, and folded into GE Healthcare. Id. at 8-10. 2. Perlman’s Termination When GE Healthcare subsumed Amersham, Perlman’s position was eliminated, although she was immediately rehired as an independent contractor (in which capacity she worked until 2004). Id. at 9-10. Perlman alleges that, under GE Healthcare’s redundancy and severance programs, she should have been advised, but was not, as to the status of her entitlements under her pension, benefits, stock plans, and other compensation pursuant to GE Healthcare’s extant policies and procedures. Id. at 10. Perlman learned of her termination in a 2003 meeting in the United Kingdom with Caroline Luscombe, GE Healthcare’s then-executive vice president of human resources. Id. at 12-13; see also id., Ex. D (“Luscombe Decl.”). Luscombe told Perlman that “U.S. Human Resources” would discuss “next steps” with her “on her return to the United States.” FAC at 22. As a result, there was no discussion at this meeting about Perlman’s U.S. benefits. And U.S. Human Resources never advised Perlman as to her entitlement to benefits, despite a GE policy to conduct an exit interview with all employees. See id. at 16-17. Perlman alleges that GE “withheld from [her] an exit interview or even a discussion of benefits [] because [it] affirmatively and falsely flagged [her] as having voluntarily resigned instead of being made redundant in 2003.” Id. at 17. 3. Perlman’s Recent Efforts to Retrieve Her Personnel File and Receive a Pension In March 2020, Perlman spoke by phone with Maureen Roberts, a former GE Healthcare colleague, who told her that she might be entitled to a pension from GE Healthcare based on her employment between 1994 and 2003. FAC at 18-19; see also id., Ex. 16 (“Roberts Decl.”). That call first alerted Perlman that it was possible she was entitled to a GE pension. FAC at 19. On June 19, 2020, Perlman phoned the GE Healthcare Affiliate Plan in the U.S., and spoke to an administrator, “Bridget.” Id. Bridget told Perlman that she was entitled to a pension and would “mail her information to fill out in order to withdraw her pension.” Id. Perlman never received such a mailing. Id. In or about mid-July 2020, Perlman again phoned the GE Healthcare Affiliate Plan, and spoke to an administrator, “David.” Id. at 19-20. David told Perlman that he was “very well aware of [her] case” and that she had a three-year vesting pension plan. Id. at 20. David further told Perlman that she was entitled to a pension “if she could prove she had been an employee in good standing with [GE] and send him pay stubs as certain months appeared to be missing from [GE's] records.” Id. In or about late July or early August 2020, Perlman again phoned GE to arrange to pass along the missing pay stubs. Id. This time, David informed her he had made a “mistake” when he had told her that she had a three-year vesting pension; instead, he explained, she had a five-year vesting pension, under which “she was not entitled to pension benefits” unless she had a “special arrangement.” Id. David stated that he “did not know whether or not [Perlman] had this special arrangement,” and that “the only way to know whether [she] was entitled to this special arrangement would be to look at [her] personnel file.” Id. Perlman then “requested that a copy of her personnel file be retrieved and sent to her.” Id. In June 2021, Luscombe, Perlman’s former U.K.-based GE colleague, emailed two staff members in GE’s Human Resources office asking that Perlman’s personnel file be sent to her. Id. at 17-18; see also id., Ex. 4 at 1-2 (copy of email). Despite Perlman’s requests, and Luscombe’s request on her behalf, Perlman never received a copy of her personnel file from the plan or GE Healthcare. FAC at 20. 4. This Lawsuit In this lawsuit, Perlman brings claims under ERISA and New York common law. These allege that Perlman is entitled to the value of equity options “award[ed]” to her as documented in correspondence in 2001 and 2002 with Sir William Castell, the chief executive of Nycomed Amersham. Id. at 15. She alleges that, based on the 2001 correspondence, she is owed 23,852 shares at a strike price of £5.60 per share, totaling £133,571.20; and that, based on the 2002 correspondence, she is owed 18,556 shares at a strike price of £7.15 per share, totaling £266,246.60. Id. at 15-16. She also alleges that GE failed to provide copies of documents concerning the Plan (specifically, her personnel file), despite GE’s obligation to do so under ERISA. Id. at 24-25. Perlman alleges that her claims — even though arising for the most part from events some 20 years ago — are timely because the statute of limitations has been tolled by defendants’ “negligent misrepresentation” and “fraudulent concealment.” Id. at 29-30. This misconduct included, she alleges, “active measures to ensure that [Perlman] would not know of her entitlement to” benefits under the Plan. Id. at 30. Perlman alleges that the “concealment of material information regarding her entitlement to benefits…was done with the intent to mislead [Perlman] and other similarly situated employees.” Id. at 31. B. Procedural Background On November 17, 2022, Perlman filed the original Complaint, which contained nine counts. Dkt. 1 (“Compl.”). Count One sought relief under ERISA, 29 U.S.C. §104(b)(4), for GE’s alleged failure to provide Perlman with benefits documents. Id.
62-68. The remaining counts challenged the denial of benefits: Counts Two and Three brought claims under ERISA for, respectively, benefits, 29 U.S.C. §502(a)(1)(B), and breach of fiduciary duty, id. §§404(a)(1)(A), (D), 409(a), and 502(a)(2); Counts Four through Nine brought common law claims, for, respectively, breach of fiduciary duty; quantum meruit and unjust enrichment; breach of the covenant of good faith and fair dealing; promissory estoppel; negligent misrepresentation; and fraudulent concealment. Compl.
