United States District Court, N.D. Mississippi, Oxford Division
MEMORANDUM OPINION AND ORDER GRANTING IN PART MOTION TO DISMISS
DEBRA M. BROWN, District Judge.
This is a breach of contract action arising from the termination of an agent relationship between Plaintiff Dugan Calvin Russell and Defendants Allianz Life Insurance Company of North America ("Allianz NA"), LTCAmerica Insurance Company ("LTCAmerica"), and Life Insurance USA Company ("Life Insurance USA"). Before the Court is the motion to dismiss of the defendants (collectively, "Allianz"), made pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. Doc. #62.
Motion to Dismiss Standard
As a general matter, "[a] pleading that states a claim for relief must contain... a short and plain statement of the claim showing that the pleader is entitled to relief." Fed.R.Civ.P. 8(a)(2). When a complaint falls short of this directive, a defendant may move to dismiss the claim for "failure to state a claim upon which relief can be granted." Fed.R.Civ.P. 12(b)(6). In considering the interplay between Rule 8 and Rule 12, the United States Supreme Court has explained that:
To survive a motion to dismiss [for failure to state a claim], 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. The plausibility standard is not akin to a probability requirement, but it asks for more than a sheer possibility that a defendant has acted unlawfully. Where a complaint pleads facts that are merely consistent with a defendant's liability, it stops short of the line between possibility and plausibility of entitlement to relief.
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal citations and punctuation omitted) (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555-58 (2007)). Under this standard, a "court must accept all well-pleaded facts as true and view those facts in the light most favorable to the plaintiff." Harold H. Huggins Realty, Inc. v. FNC, Inc., 634 F.3d 787, 803 n.44 (5th Cir. 2011) (internal quotation marks and punctuation omitted).
A. Agency Agreement
On March 27, 2000, Russell entered into an "Agent Agreement" ("Agreement") with Allianz. Doc. #36 at ¶ 6. The Agreement provided that Russell would act as Allianz's "agent/broker... to represent [it] in connection with [its] long term care insurance and health products...." Doc. #36 at Ex. A. To this end, the Agreement explained that Russell would be "deemed to have a separate contract enforceable by and against each of the Companies." Id.
Of relevance to this action, the Agreement contained the following provisions:
FREEDOM OF CHOICE. You are free to contract with other insurance companies.
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TRUST. Both parties understand that each occupies a position of trust and confidence in dealings with each other, and each party agrees to act in accordance with the highest ethical and fiduciary standards when dealing with the other.
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TERMINATION WITHOUT CAUSE. Termination without cause will not impair any contractual right to vested commissions. This Agreement will be terminated without cause... by either party giving written notice, at least thirty (30) days prior to the date of termination, mailed or delivered to the last known address.
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TERMINATION FOR CAUSE. This Agreement will be terminated for cause, if you... misrepresent or omit any material information on an application for, or reinstatement of, our policy [or] commit or attempt to commit fraud against us [or] repeatedly fail to comply with material terms of this Agreement, or our stated rules and regulations [or] falsify or omit material information provided to us....
A termination for cause will be effective upon your conviction of a felony, or revocation of your license, or upon the Company sending you a written notice of termination which specifies the reason for termination for cause.
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GENERAL PROVISIONS... This agreement is governed by the laws of the State of Minnesota.
Doc. #36 at Ex. A.
Allianz's rules and regulations, in turn, provided that "Agents may not [s]ign applications or other forms on behalf of another person. This includes situations where the other person has granted ...