United States District Court, Eastern District of Virginia, Alexandria Division
JAMES C. CACHERIS UNITED STATES DISTRICT COURT JUDGE
This matter is before the Court on Defendant Sandia Corporation's ("Sandia's") Motion to Dismiss Ms. Nancy Searls and Mr. Craig Searls's (collectively "Plaintiffs") Second Amended Complaint [Dkt. 37]. For the reasons set forth below, the Court will deny the motion.
I. Background 
A. Procedural Background
On September 25, 2014, the Court granted in part Sandia's motion to dismiss Plaintiffs' first amended complaint. (See Mem. Op. [Dkt. 34]; Order [Dkt. 35].) The Court held that Plaintiffs' Virginia law claims were preempted by the Employee Retirement Income Security Act of 1974 ("ERISA"), sections 514(a) and 502(a), codified at 28 U.S.C. §§ 1144(a), 1132(a). (Memp. Op. at 8-17.) The Court also dismissed Plaintiffs' claim for equitable relief under ERISA section 502(a)(3)(B) as to then-Defendant Jane Farris, but held the claim was sufficient for Rule 12(b)(6) purposes as to Sandia. (Mem. Op. at 21-24.) The Court granted Plaintiffs leave to file a second amended complaint. (Order [Dkt. 35] at 1-2.) On October 14, 2014, Plaintiffs filed their second amended complaint, wherein they raise one claim for equitable relief under ERISA [Dkt. 36]. Sandia now moves to dismiss the second amended complaint in its entirety.
B. Factual Background
The facts giving rise to this litigation remain unchanged. (See Mem. Op. at 1-4 (detailing the factual background of this case).) In short, Plaintiffs were former employees of Sandia, which is located in New Mexico. (2d Am. Compl. [Dkt. 36] ¶¶ 6, 8-9, 16.) During their employment, Plaintiffs accepted Sandia's offer to take a Special Leave of Absence ("SLOA") for a period of two years to work for the Central Intelligence Agency in Virginia as full-time employees while maintaining their connection to Sandia. (Id. at ¶¶ 10-14.) This SLOA period was renewed twice and Plaintiffs ultimately worked at the CIA for eight years before returning to full-time employment with Sandia. (Id. at ¶¶14-15.)
Under the terms of the SLOA agreement, Plaintiffs employment at Sandia was inactive during the eight-year period, but Plaintiffs continued to earn time-of-service credit with Sandia for purposes of future pension benefit calculations, so long as Plaintiffs returned to employment with Sandia after the SLOA expired. (2d Am. Compl. ¶¶ 10-13.) Plaintiffs returned to work at Sandia and shared their institutional knowledge of the CIA, which was very beneficial to Sandia. (Id. at ¶¶ 12.) Specifically, because of "information obtained from the plaintiffs, Sandia was able to develop a broadly integrated data analytics initiative that provided the basis for substantial revenue." (Id. at ¶ 47.) ¶
After Plaintiffs retired, pension payments from Sandia initially included the bargained-for time-of-service credit during their eight-year SLOA period with the CIA. (2d Am. Compl. ¶ 17.) Eventually, however, Sandia decreased Plaintiffs' pension payments to reflect a reduced time-of-service credit that excluded the eight-year SLOA period because Plaintiffs were also accruing time-of-service credit for their federal government pension at the same time, which violated the non-duplication provision of Sandia's Retirement Income Plan ("the Plan"). (Id. at ¶ ¶ 19, 20, 36.) Sandia later amended the Plan to provide a pension amount for the SLOA period that was offset by the pension amount provided by the CIA. (Def.'s Mem. [Dkt. 38] at 6-7.) After exhausting their administrative remedies with Sandia, Plaintiffs filed suit.
Plaintiffs now bring one claim for equitable relief under ERISA, 29 U.S.C. § 1132(a)(3)(B). (2d Am. Compl. ¶ ¶ 25-51.) Pursuant to the equitable remedy of estoppel, Plaintiffs ask the Court to prevent Sandia from excluding their bargained-for time-in-service credit for the eight-year period of the SLOA. (Id. at 9.) Specifically, Plaintiffs ask the Court to compel Sandia to (1) disgorge the full value of the benefit it received from Plaintiffs return to Sandia, (2) reimburse Plaintiffs for amounts expended in reliance on Sandia's false promises, (3) compensate or restore pension payments improperly withheld, and (4) make no future reductions in pension payments on the basis of reinterpreting the Plan. (Id. at 9-10.)
Sandia moves to dismiss this matter again pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, and to strike the allegations in the second amended complaint that were previously dismissed by the Court. (Def.'s Mem. at 5.)
II. Standard of Review
When ruling on a Rule 12(b)(6) motion, the Court accepts as true all factual allegations contained in the complaint. E.I, du Pont de Nemours & Co. v. Kolon Indus., Inc., 637 F.3d 435, 440 (4th Cir. 2011) (citations omitted). These factual allegations must be sufficient, when taken as true, to show a plausible claim for relief that is more than just conceivable or speculative. Vitol, S.A. v. Primerose Shipping Co., 708 F.3d 527, 543 (4th Cir. 2013) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 570 (2007)). Stated differently, the facts as alleged in the complaint must "raise a reasonable expectation that discovery will reveal evidence of the alleged activity, " US Airline Pilots Ass'n v. Awappa, LLC, 615 F.3d 549, 554 (4th Cir. 2010) (quoting Twombly, 550 U.S. at 556), meaning there are sufficient facts alleged to ...