Shakespeare v. MetLife Legal Plans, Inc. et al

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF TENNESSEE
WESTERN DIVISION
______________________________________________________________________________
TAN YVETTE SHAKESPEARE, 	)
)
Plaintiff, 	)
)
v. 	) 	No. 2:25-cv-2250-TLP-atc
)
METLIFE LEGAL PLANS, INC. and 	)
PRIME THERAPEUTICS, LLC, 	)
)
Defendants. 	)
______________________________________________________________________________
REPORT AND RECOMMENDATION ON
MOTION FOR PARTIAL SUMMARY JUDGMENT AND
MOTION TO DISMISS
______________________________________________________________________________
Before the Court by order of reference1 are Defendants MetLife Legal Plans, Inc.
(“MLP”) and Prime Therapeutics, LLC’s (“Prime”) Motion for Partial Summary Judgment (ECF
No. 40) and Motion to Dismiss (ECF No. 44), filed on June 16, 2025. Plaintiff Tan Yvette
Shakespeare filed a combined Response to the Motions on June 20, 2025. (ECF No. 46.) On
July 7, 2025, Defendants filed replies in support of both Motions. (ECF Nos. 49, 50.)
For the reasons set forth below, it is recommended that Defendants’ Motion for Partial
Summary Judgment be granted and the Motion to Dismiss be granted in part as to Shakespeare’s
Section 1981 claim and denied as moot as to the remaining claims.
1 Pursuant to Administrative Order No. 2013-05, this case has been referred to the United States
Magistrate Judge for management and for all pretrial matters for determination and/or report and
recommendation as appropriate.
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PROPOSED FINDINGS OF FACT
I. 	Shakespeare’s Claims and Procedural History
Shakespeare’s claims arise from a prepaid legal services plan (the “Plan”) offered by
MLP that she participated in during her employment with Prime. (ECF No. 39, at 2.) She
alleges that the Plan “promised legal assistance in family law, including divorce.” (Id.) When
she made a claim for services related to her divorce under the Plan, however, she alleges that the
attorney provided by the Plan “acted with gross unprofessionalism, failing to file critical
motions” and ultimately withdrawing from representation. (Id.) Shakespeare complained to
MLP, which allegedly “failed to intervene or provide effective substitute counsel.” (Id.) Default
judgment was ultimately entered against Shakespeare in the divorce proceedings, causing her
significant financial hardship. (Id.)
In her original Complaint, Shakespeare brought claims for breach of contract and bad
faith against MLP and negligence and discrimination against both Defendants. (Id. at 3–4.)
Defendants filed a Motion to Dismiss the original Complaint, asserting that Shakespeare’s claims
are preempted by the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et
seq. (“ERISA”) and that she failed to state a claim on any cause of action for which relief may be
granted. (ECF No. 11, at 1.) The undersigned entered a Report and Recommendation to deny
Defendants’ first Motion to Dismiss in part because any determination of whether the Plan is
governed by ERISA was premature.2 (ECF No 21, at 7.) At that time, the Court also ordered
Shakespeare to amend her Complaint by asserting the factual basis of her claims under Title VII
of the Civil Rights Act, 42 U.S.C. § 1000e (“Title VII”), 42 U.S.C. § 1981, and/or the Tennessee
Human Rights Act, Tenn. Code Ann. § 4-21-101 et seq. (“THRA”), against MLP and/or Prime.
2 Judge Parker adopted the Report and Recommendation on July 22, 2025. (ECF No. 54.)
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(Id. at 12.) As discussed at the May 2, 2025 scheduling conference, the Court set deadlines for
motions for summary judgment on ERISA preemption and the applicability of a pre-existing
release agreement between the parties and stayed discovery on all other issues pending further
order of the Court. (ECF No. 24, at 2 n.2.)
Shakespeare filed her First Amended Complaint on May 8, 2025, which seemingly
removed her claim of bad faith against Defendants but added claims of intentional infliction of
emotional distress and violations of the Americans with Disabilities Act, 42 U.S.C. § 1201 et
seq. (“ADA”). (ECF 27, at 2–3.) With leave, Shakespeare filed her Second Amended
Complaint on May 22, 2025, asserting claims for breach of contract, bad faith, and
discrimination under § 1981 against MLP, negligence/gross negligence and intentional/negligent
infliction of emotional distress against both MLP and Prime, and discrimination under Title VII
and the THRA against Prime.3 (ECF No. 39, at 3–6.)
Defendants’ Motion for Partial Summary Judgment revives their argument that
Shakespeare’s state-law claims are preempted by ERISA. (ECF No. 40, at 1.) Further,
Defendants assert that summary judgment should be awarded in “Prime’s favor on all of
Plaintiff’s claims against Prime, because Plaintiff released them when she signed an
unambiguous ‘Confidential Separation and General Release of All Claims’” (the “Release”).
(Id.) In response, Shakespeare contends that ERISA’s applicability to the Plan remains in
dispute, rendering summary judgment on the issue improper, and that the severance agreement is
3 For purposes of ruling on Defendants’ Motions, the Court only considers Shakespeare’s Second
Amended Complaint. See Parry v. Mohawk Motors of Michigan, Inc., 236 F.3d 299, 306 (6th
Cir. 2000) (finding the plaintiff’s first amended complaint, rather than the original complaint, as
the legally operative complaint) (citations omitted).
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not controlling as to her claims against Prime because she signed it “under extreme medical and
emotional distress.” (ECF No. 46, at 3.)
In their Motion to Dismiss, Defendants allege that all of Shakespeare’s claims should be
dismissed for failure to state a claim because, even after filing two amended complaints, she has
failed to state “any cognizable claims for relief.” (ECF No. 45, at 2.) Shakespeare’s response
largely fails to address Defendants’ arguments. (ECF No. 46, at 1–6.) She does, however,
contend that she has put forth a viable claim of discrimination under § 1981 because Defendants
allegedly failed to honor the terms of the Plan “despite knowledge of Plaintiff’s race, disability,
and urgent needs.” (Id. at 3.)
II. 	Undisputed Facts
For purposes of ruling on Defendants’ Motion for Partial Summary Judgment, the Court
must determine which facts are undisputed. Local Rule 56.1(a) describes what is required of a
party moving for summary judgment, mandating that the motion “be accompanied by a separate,
concise statement of the material facts as to which the moving party contends there is no genuine
issue for trial. Each fact shall be set forth in a separate, numbered paragraph [and] supported by
specific citations to the record.” Local Rule 56.1(b) requires that the non-moving party respond
to each of those numbered facts by either “(1) agreeing that the fact is undisputed; (2) agreeing
that the fact is undisputed for the purpose of ruling on the motion for summary judgment only;
(3) or demonstrating that the fact is disputed.” Local Rule 56.1(d) and Federal Rule of Civil
Procedure 56(e) provide that, if a party fails to respond to the assertion of facts, the Court may
consider the asserted facts undisputed for purposes of summary judgment.
Shakespeare’s response to Defendants’ Motion for Partial Summary judgment does not
comply with these rules. First, she argues that she needs additional time to conduct discovery on
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the issue of ERISA preemption, citing Rule 56(d). (ECF No. 46, at 3.) In support, she asserts
that she has “not had an opportunity to obtain discovery” on Prime’s role in the administration
and oversight of the Plan. (Id. at 9.) To the contrary, however, as discussed at the scheduling
conference and as reflected in the Scheduling Order, the Court set a preliminary summary-
judgment deadline limited to the issues of ERISA preemption and the applicability of the release
and ordered that “[d]iscovery on those issues may proceed at this time.” (ECF No. 24, at 2.)
The time for Shakespeare to conduct that discovery has therefore passed, and she has offered no
reason why she has not done so and has not previously requested additional time to do so. She
has thus failed to demonstrate entitlement to relief under Rule 56(d).
Elsewhere, Shakespeare makes conclusory statements with no citations to the record.
(See ECF No. 46, at 2 (“Defendants has produced no evidence showing Prime exercised
discretionary authority or endorsed the plan in any substantive way.”); id. at 3 (“The record, still
underdeveloped, contains significant disputed facts that preclude summary judg[]ment.”); id.
(“Without access to Prime’s internal communications, compensation agreements, or HR policies,
the question of ERISA applicability cannot be resolved on summary judgment.”).) Under Rule
56(e) and Local Rule 56.1(d), those unsupported conclusory statements are insufficient to
demonstrate a genuine dispute of material fact.
Finally, Shakespeare offers a number of documents that appear to relate to the substance
of her claims that Defendants failed to provide the legal services under the Plan, including
“escalating requests and documentation,” as well as documents that appear to go to her damages.
(Id. at 1, 12‒27.) None of those documents, however,
As Shakespeare has failed to demonstrate a genuine dispute as to any fact raised by
Defendants, Defendants’ facts (ECF No. 42) are deemed undisputed, to the extent they are
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supported by the record. In light of the foregoing, the following facts are undisputed for
purposes of Defendants’ Motion for Partial Summary Judgment.
A. 	The Plan
Prime entered into a Legal Plans Agreement (the “Agreement”) with MLP as of October
15, 2010, “for the provision and administration of a group legal services plan effective January 1,
2011, for the benefit of eligible employees of Prime.” (Id. ¶¶ 1–2.) The Agreement was
renewed through December 31, 2024, via renewal letter dated September 7, 2022. (Id. ¶ 3.)
Prime retained a broker to obtain the Agreement on its behalf. (Id. ¶ 4.) With the broker’s
assistance, the Agreement was structured to reflect Prime’s requests concerning the effective
date, duration, and plan design, including coverage and cost. (Id. ¶ 5.) Pursuant to the
Agreement, Prime intended to offer a group legal plan to its employees and their dependents,
was responsible for establishing eligibility criteria for the Plan, and was required to report to
MLP, at least monthly, the employees enrolled in the Plan. (Id. ¶¶ 6–8.) The Agreement also
required Prime to indemnify and hold harmless MLP for any alleged negligence or misconduct
on Prime’s part in the performance of its obligations under the Agreement. (Id. ¶ 9.)
The Plan is offered to Prime’s employees annually as part of its benefits program and
payroll deduction system. (Id. ¶ 12.) The Agreement rendered Prime responsible for distributing
a description of the Plan and enrollment materials to employees (id. ¶ 10), and MLP was
responsible for determining whether a participating employee’s matter is a Covered Service or
Excluded Service (id. ¶ 11). Prime made a “Summary Plan Description” available to its
employees on its intranet and emailed all eligible employees annually to remind them where they
can access the Summary Plan Description and other Plan-related documents. (Id. ¶¶ 14–15.)
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Pursuant to the Agreement, the Plan is the sole legal plan offered by Prime to its employees. (Id.
¶ 13.)
The Summary Plan Description’s cover page lists both MLP and Prime. (Id. ¶ 16.) The
Summary Plan Description identifies Prime as the Plan Sponsor and Administrator and MLP as
the Provider of Benefits. (Id. ¶ 17.) Further, the Summary Plan Description has a section titled
“Your ERISA Rights,” which explains participants rights and protections under ERISA, as well
as the duties imposed by ERISA on the individuals responsible for the operation of the Plan. (Id.
¶¶ 18–19.) The benefits derived from the Plan are prepaid legal services, whereas the intended
beneficiaries are participating Prime employees. (Id. ¶ 20.) The Summary Plan Description
describes the procedure for receiving benefits, explaining that eligible beneficiaries can either
create an online account or call MLP’s Client Service Center. (Id. ¶ 22.)
B. 	Shakespeare’s Employment and the Release
On October 22, 2018, Shakespeare began her employment with Prime as a Member
Services Specialist. (Id. ¶¶ 23.) Due to her employment, she was eligible to participate in the
Plan and enrolled on April 1, 2019. (Id. ¶¶ 24–25.) Shakespeare’s employment with Prime
ended on July 19, 2024, and upon her departure, she and Prime negotiated and signed the
Release. (Id. ¶¶ 26–27.) Shakespeare received payment as consideration for the Release and, as
part of the Release, agreed to release any and all claims against Prime.4 (Id. ¶¶ 28, 30–31.) Prior
to signing the Release, Shakespeare was advised to consult with an attorney and was given
twenty-one days to determine whether to sign it. (Id. ¶¶ 33–34.) Shakespeare knowingly and
4 “The Release defines ‘Company’ to include both Prime and ‘any ERISA employee benefit plan
sponsored by [Prime], acting as plan administrator, fiduciary, or party in interest with respect to
such plan.” (Id. ¶ 29.)
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voluntarily signed the Release on August 22, 2024. (Id. ¶¶ 35–36.) The Release is governed by
Minnesota law. (Id. ¶ 37.)
C. 	Shakespeare’s Claims Under the Plan
Shakespeare requested services under the Plan to retain counsel after her ex-wife filed for
divorce on September 1, 2022. (Id. ¶¶ 39, 41.) MLP referred Shakespeare to attorney Joseph
Crone, who represented her in the divorce action. (Id. ¶ 39.) Crone eventually moved to
withdraw as Shakespeare’s counsel due to her refusal to provide him with certain discovery
materials. (Id. ¶ 42.) Crone’s motion to withdraw was granted on February 28, 2023, and on
August 7, 2023, the court entered the Final Divorce Decree, which awarded half of the equity in
the marital residence to Shakespeare’s ex-wife. (Id. ¶¶ 43–45.)
Shakespeare contends that Crone acted with gross unprofessionalism by failing to file
critical motions and abandoning her mid-proceeding and that MLP failed to intervene or provide
substitute counsel despite her complaints. (ECF No. 39, at 2.) As a result, she allegedly suffered
significant financial, emotional, and physical harm. (Id.) Accordingly, she brings claims for
breach of contract, bad faith, and discrimination under § 1981 against MLP, negligence/gross
negligence and intentional/negligent infliction of emotional distress against both MLP and
Prime, and discrimination under Title VII and the THRA against Prime. (Id. at 3–6.)
PROPOSED CONCLUSIONS OF LAW
I. 	Summary Judgment
A. 	Legal standard
Courts evaluate motions for summary judgment under Federal Rule of Civil Procedure
56(a). “One of the principal purposes of the summary judgment rule is to isolate and dispose of
factually unsupported claims or defenses.” Harper v. City of Cleveland, 781 F. App’x 389, 392
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(6th Cir. 2019) (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 323–24 (1986)). Thus, summary
judgment is appropriate “if the movant shows that there is no genuine dispute as to any material
fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a); see also
Wilmington Tr. Co. v. AEP Generating Co., 859 F.3d 365, 370 (6th Cir. 2017) (“Summary
judgment is proper when, viewing the evidence in the light most favorable to the nonmoving
party, there is no genuine dispute as to any material fact and the moving party is entitled to
judgment as a matter of law.”) (quoting Thomas M. Cooley Law Sch. v. Kurzon Strauss, LLP,
759 F.3d 522, 526 (6th Cir. 2014)). “A material fact is one ‘that might affect the outcome of the
suit,’ and a genuine dispute exists ‘if the evidence is such that a reasonable jury could return a
verdict for the nonmoving party.’” Bethel v. Jenkins, 988 F.3d 931, 938 (6th Cir. 2021) (quoting
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)). “The moving party bears the burden
of showing that no genuine issues of material fact exist.” McClellan v. Midwest Machining, Inc.,
900 F.3d 297, 302 (6th Cir. 2018) (citing Celotex, 477 U.S. at 324). “A party asserting that a fact
cannot be or is genuinely disputed must support the assertion by . . . citing to particular parts of
materials in the record, including depositions, documents, electronically stored information,
affidavits or declarations, stipulations (including those made for purposes of the motion only),
admissions, interrogatory answers, or other materials.” Fed. R. Civ. P. 56(c)(1)(A). “A party
may object that the material cited to support or dispute a fact cannot be presented in a form that
would be admissible in evidence.” Fed. R. Civ. P. 56(c)(2).
In evaluating summary judgment motions, a court must “draw all reasonable inferences
in favor of the nonmoving party.” Harper, 781 F. App’x at 392 (citing Matsushita Elec. Indus.
Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986)). Nevertheless, “[t]he nonmoving party
must do more than simply ‘show that there is some metaphysical doubt as to the material facts.’”
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Stevens-Bratton v. TruGreen, Inc., 437 F. Supp. 3d 648, 652 (W.D. Tenn. 2020) (quoting Lossia
v. Flagstar Bancorp, Inc., 895 F.3d 423, 428 (6th Cir. 2018)). A properly supported motion for
summary judgment will not be defeated by conclusory allegations, speculation, or
unsubstantiated assertions. Bradley, 587 F. App’x at 866 (citing Lujan, 497 U.S. at 888). In
determining whether a dispute of material fact exists, “[t]he court need consider only the cited
materials, but it may consider other materials in the record.” Fed. R. Civ. P. 56(c)(3). At the
same time, “[a] district court is not required to search the entire record to establish that it is bereft
of a genuine issue of material fact,” as “judges are not like pigs, hunting for truffles that might be
buried in the record.” Emerson v. Novartis Pharms. Corp., 446 F. App’x 733, 736 (6th Cir.
2011) (citations, quotations, and alterations omitted).
“Although summary judgment must be used carefully, it ‘is an integral part of the Federal
Rules as a whole, which are designed to secure the just, speedy, and inexpensive determination
of every action[,] rather than a disfavored procedural shortcut.’” Stevens-Bratton, 437 F. Supp.
3d at 652 (quoting FDIC v. Jeff Miller Stables, 573 F.3d 289, 294 (6th Cir. 2009)). Ultimately,
“[w]hen the non-moving party fails to make a sufficient showing of an essential element of his
case on which he bears the burden of proof, the moving parties are entitled to judgment as a
matter of law and summary judgment is proper.” Peterson v. Medtronic, Inc., No. 2:17-cv-
02457-MSN-atc, 2020 WL 6999225, at *4 (W.D. Tenn. Sept. 30, 2020) (quoting Martinez v.
Cracker Barrel Old Country Store, Inc., 703 F.3d 911, 914 (6th Cir. 2013)). “These standards
apply regardless of a party’s pro se status; the liberal pleading standard for pro se parties is
inapplicable once a case has progressed to the summary judgment stage.” Almasri v. Valero Ref.
Co. – Tenn., LLC, No. 2:20-cv-02863-SHL-tmp, 2022 WL 895732, at *3 (W.D. Tenn. Feb. 18,
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2022), report and recommendation adopted, 2022 WL 891842 (W.D. Tenn. Mar. 25, 2022)
(citations and internal quotations omitted).
B. 	ERISA
The parties dispute whether the Plan is governed by ERISA and thus whether
Shakespeare’s state-law claims are preempted by ERISA.
1. 	The Safe-Harbor Exemption
Shakespeare maintains that the Plan is not governed by ERISA because it falls within the
Department of Labor’s safe-harbor exemption from the definition of “employee welfare benefit
plan.” (ECF No. 46, at 2.) “[T]o enjoy exemption from ERISA” under the safe-harbor
regulation, the Plan must satisfy certain criteria, including the only one contested here: “the
employer’s only functions in connection with the program are, without endorsing the program, to
permit the insurer to publicize the program to employees, collect premiums through payroll
deductions, and remit those premiums to the insurer.” Duncan v. Unum Life Ins. Co. of Am., 615
F. Supp. 3d 785, 789 (M.D. Tenn. 2022) (citing 29 C.F.R. § 2510.3-1(j)(1)‒(4)).
“[E]ndorsement of a program requires more than merely recommending it. . . . It is only when
an employer purposes to do more, and takes substantial steps in that direction, that it offends the
ideal of employer neutrality and brings ERISA into the picture.” Thompson v. Am. Home Assur.
Co., 95 F.3d 429, 436 (6th Cir. 1996) (quoting Johnson v. Watts Regulator Co., 63 F.3d 1129,
1133, 1136 (1st Cir. 1995)).
“[A] finding of endorsement is appropriate if, upon examining all the relevant
circumstances, there is some factual showing on the record of substantial employer involvement
in the creation or administration of the plan.” Id. at 436 (citing Hansen v. Cont’l Ins. Co., 940
F.2d 971, 977 (5th Cir. 1991)). “[T]he proper focus [i]s on whether employees could reasonably
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conclude that the employer had endorsed the policy based on their observation of the employer’s
activities in connection with the plan.” Id. (citing Johnson, 63 F.3d at 1134, 1137 n.6); see also
id. at 437 (“Accordingly, in evaluating an employer’s role in the creation and administration of a
plan, emphasis should be placed on those circumstances which would allow an employee to
reasonably conclude that the employer had compromised its neutrality in offering the plan.”);
Johnson, 63 F.3d at 1135 (“[A]n employer will be said to have endorsed a program within the
purview of the Secretary’s safe harbor regulation if, in light of all the surrounding facts and
circumstances, an objectively reasonable employee would conclude on the basis of the
employer’s actions that the employer had not merely facilitated the program’s availability but
had exercised control over it or made it appear to be part and parcel of the company’s own
benefit package.”).
The Sixth Circuit has provided useful examples of employer conduct that would
demonstrate the presence or absence of endorsement. For example, where the employer plays an
active role in determining employee eligibility or negotiating the terms of the policy, where the
employer is the named plan administrator, “where the employer provides a summary plan
description that specifically refers to ERISA,” or where the policy includes an introductory letter
on the employer’s letterhead or with the employer’s emblem encouraging employee
participation, “a finding of endorsement may be appropriate.” Id. at 436, 437.
Here, the record supports a finding that Prime endorsed the Plan, such that the Plan is
governed by ERISA. Prime employees are provided with a Summary Plan Description that
contains both MLP and Prime’s names and has a section titled “Your ERISA Rights,” which
makes clear that participants in the Plan “are entitled to certain rights and protections under the
ERISA.” See Thompson, 95 F.3d at 437 (“Thus, for example, where the employer provides a
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summary plan description that specifically refers to ERISA in laying out the employee’s rights
under the policy or that explicitly states that the plan is governed by ERISA, the employee is
entitled to presume that the employer’s actions indicate involvement sufficient to bring the plan
with the ERISA framework.” (citations omitted)). Further, the Summary Plan Description labels
Prime as the Plan Sponsor and Plan Administrator and MLP as the Provider of Benefits. Prime
also determines employee eligibility and provides input on the Plan’s design, including coverage
and cost, indemnifies MLP for any alleged misconduct by Prime, makes a Plan description
available to its employees, distributes enrollment materials to its employees, and communicates
at least monthly with MLP about its employees enrolled in the Plan. See Nicholas v. Standard
Ins. Co., 48 F. App’x 557, 564 (6th Cir. 2002) (“Under Thompson, when an employer determines
which employees will be eligible for coverage, negotiates the terms or benefits of the policy, is
named as the plan administrator, and provides a summary plan description describing the plan as
an ERISA plan, the plan is governed by ERISA.” (citing Thompson, 95 F.3d at 436–37)).
Though it may be true, as Shakespeare argues, that she “alone paid for coverage,” “enrollment
was optional,” and MLP “handled all benefit claims,” the undisputed facts refute her argument
that “Prime’s role was administrative and passive.” (ECF No. 46, at 2.) And though any one of
Prime’s actions with respect to the Plan alone may not be sufficient to sustain a finding of
endorsement, all of Prime’s actions taken together sufficiently establish endorsement under Sixth
Circuit law. The Plan therefore does not fall within the safe-harbor exemption and is governed
by ERISA.
2. 	Preemption
ERISA expressly preempts state-law claims that “relate to” an ERISA employee benefit
plan. 29 U.S.C. § 1144(a). “The phrase ‘relate to’ is interpreted broadly such that a state law
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cause of action is preempted if it has connection with or reference to that plan.” Shackelford v.
Cont’l Cas. Co., 96 F. Supp. 2d 738, 741 (W.D. Tenn. 2000) (internal quotation marks omitted).
Therefore, only state-law claims that bear a merely “tenuous, remote, or peripheral” relationship
to an ERISA plan are not preempted. Id. (quoting Cromwell v. Equicor-Equitable HCA Corp.,
944 F.2d 1272, 1276 (6th Cir. 1991)). “The crucial question in determining whether a state law
claim is preempted is whether ‘in essence such a claim is for the recovery of an ERISA plan
benefit.’” Id. (quoting Cromwell, 944 F.2d at 1276). “The Sixth Circuit has repeatedly
recognized that virtually all state law claims relating to an employee benefit plan are preempted
by ERISA.” Coutu v. Bridgestone Americas, Inc., No. 3:17-cv-01492, 2019 WL 3802097, at *9
(M.D. Tenn. Aug. 13, 2019) (citations omitted).
Because the Plan is governed by ERISA, Shakespeare’s state-law claims relating to the
Plan are preempted. Though Shakespeare contends that her state-law negligence,
intentional/negligent infliction of emotion distress, and consumer protection claims are “based on
independent wrongdoing or fraudulent marketing” (ECF No. 46, at 4), she has elsewhere
acknowledged that her “claims stem from [MLP]’s failure to deliver legal services she paid for
independently via payroll deduction, and Prime’s failure to enforce the benefit contract.” (ECF
No. 29, at 2). She thus acknowledges that her claims are for breaches by Defendants of duties
arising from the Plan. Indeed, though she argues her state-law claims arise from allegedly
“independent duties,” she refers directly to the Plan in listing those duties. (ECF No. 46, at 4
(“Plaintiff’s negligence, IIED, and consumer protection claims stem from independent duties,
including: (1) deceptive advertising and misleading plan promotion; (2) failure to act in
emergency situations despite contractual obligations; and (3) unjust enrichment through
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continued collection of plan fees despite service failure.” (emphasis added).) Shakespeare’s
attempt to bring these claims outside the purview of the Plan are therefore not well-taken.
Furthermore, to the extent Shakespeare seeks to add a separate claim for breach of
fiduciary duty pursuant to 29 U.S.C. § 1104 (id.), she cannot do so in her response to
Defendants’ Motion. The deadline for Shakespeare to seek leave to amend her Complaint has
passed (ECF No 24, at 1), and, in any event, a response in opposition is not the proper vehicle by
which to amend the complaint. As such, her attempt to trigger liability pursuant to 29 U.S.C.
§ 1104 also fails.
Shakespeare has failed to establish the existence of any genuine dispute of material facts
that would prevent ERISA preemption of her state-law claims for breach of contract, bad faith,
negligence/gross negligence, and intentional/negligent inflictions of emotional distress.
Summary judgment should be granted in Defendants’ favor on these claims.
C. 	The Release
Defendants also contend that summary judgment is warranted in Prime’s favor due to the
Release. (ECF No. 40, at 1.) Shakespeare first argues that the Release is unenforceable because
she signed it “under severe duress, without legal counsel, and amid ongoing disability and
domestic trauma.” (ECF No. 46, at 5.) She also argues that the Release is inapplicable to her
claims because it “did not identify [MLP] or address the denial of plan benefits” and “did not
include a knowing waiver of civil rights claims.” (Id.)
The Release is governed by Minnesota law, which applies ordinary contract principles to
releases. Chappell v. Butterfield-Odin Sch. Dist. No. 836, 673 F. Supp. 2d 818, 830 (D. Minn.
2009). As such, releases require consideration, voluntariness, and contractual capacity. Karnes
v. Quality Pork Processors, 532 N.W.2d 560, 562 (Minn. 1995). “Under Minnesota law, the
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court is to presume that ‘the parties to a release agreement intend what is expressed in a signed
writing.’” Somora v. Marriott Corp., 812 F. Supp. 917, 921 (D. Minn. 1993) (quoting Sorensen
v. Coast-to-Coast Stores, 353 N.W.2d 666, 670 (Minn. Ct. App. 1984)). “Public policy favors
the enforcement of voluntary settlement agreements containing release language that is
unambiguous.” Joe v. First Bank Sys., 202 F.3d 1067, 1070 (8th Cir. 2000).
The undisputed facts refute Shakespeare’s position that she signed the Release “under
severe duress.” (ECF No. 46, at 5.) Shakespeare was given twenty-one days to consider whether
she wished to sign the Release and to consult with an attorney if she desired. (ECF No. 42 ¶¶
33–34.) And she has failed to put forth any evidence that she signed the Release under duress
sufficient to render the Release unenforceable under Minnesota law. See Hoskin v. Krsnak, No.
A23-1275, 2024 WL 2131674, at *4 (Minn. Ct. App. May 13, 2024) (“‘[D]uress is available as a
defense to a contract only when [the] agreement is coerced by physical force or unlawful
threats.’” (quoting St. Louis Park Inv. Co. v. R.L. Johnson Inv. Co., 411 N.W.2d 288, 291 (Minn.
App. 1987))). Though Shakespeare cites to her Exhibit I (or L)5 as support for her position that
she signed the Release “under extreme medical and psychological distress” (ECF No. 46, at 5),
that exhibit does not discuss the Release (id. at 23‒25), nor does it support a finding that
Shakespeare signed it under duress.
Shakespeare’s argument that the Release “[c]annot waive future violations or unknown
injuries” is similarly unavailing. (ECF No. 46, at 5.) Pursuant to the Release, Shakespeare
expressly waived:
5 Shakespeare’s Response attaches no Exhibit I. The Court assumes Shakespeare intended to
reference Exhibit L, which details her “timeline of harm, including [MLP]’s failure to intervene,
the negligence of attorney Joseph Crone, and the emotional and physical trauma experienced by
Plaintiff as a result.” (Id. at 23‒25.) Exhibit L does, however, not refer to the Release.
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any and all claims, complaints, causes of action, demands, sums of money,
covenants, contracts, agreements, promises, liabilities, damages or judgments,
whatsoever in law or in equity, which Employee ever had, now has against the
Company, or which Employee, hereafter, can, shall, or may have for or by reason
of or in connection with any actions, conduct, decisions, behavior, events,
transactions, omissions or account, occurring to the date of this Agreement.
(ECF No. 42-2, at 6.) The fact that Shakespeare’s present claims against Prime may have been
unknown to her upon signing the Release does not render the Release unenforceable under
Minnesota law. See Hoskin 2024 WL 2131674, at *4 (“A general release of all claims, known
and unknown, will be enforced by the court if the intent is clearly expressed.” (citation and
internal quotation marks omitted)). Shakespeare is correct in her assertion that the Release does
not apply to her claims against MLP. But the language of the Release explicitly applies to any
all claims against Prime, whether known or unknown. Accordingly, it is recommended that
summary judgment be granted to Prime on all claims brought against it.
II. 	Motion to Dismiss
A. 	Legal standard
To determine whether an individual has stated a claim for which relief may be granted,
the Court applies the standards under Rule 12(b)(6), as articulated in Ashcroft v. Iqbal, 556 U.S.
662 (2009), and Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007). “Federal Rule of Civil
Procedure 8(a)(2) requires only a short and plain statement of the claim showing that the pleader
is entitled to relief, in order to give the defendant fair notice of what the . . . claim is and the
grounds upon which it rests.” Twombly, 550 U.S. at 555 (internal citations and quotations
omitted). The Court “construes the complaint in a light most favorable to [the] plaintiff” and
“accepts all factual allegations as true” to determine whether they plausibly suggest an
entitlement to relief. HDC, LLC v. City of Ann Arbor, 675 F.3d 608, 611 (6th Cir. 2012).
Pleadings provide facial plausibility when they present “factual content that allows the court to
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draw the reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556
U.S. at 678. However, “pleadings that . . . are no more than conclusions[] are not entitled to the
assumption of truth. While legal conclusions can provide the framework of a complaint, they
must be supported by factual allegations.” Iqbal, 556 U.S. at 679; see also Twombly, 550 U.S. at
555 n.3 (“Rule 8(a)(2) still requires a ‘showing,’ rather than a blanket assertion, of entitlement to
relief. Without some factual allegation in the complaint, it is hard to see how a claimant could
satisfy the requirement of providing not only ‘fair notice’ of the nature of the claim, but also
‘grounds’ on which the claim rests.”).
“[A] pleading filed pro se is to be liberally construed and held to less stringent standards
than a pleading filed by counsel.” Kondaur Cap. Corp. v. Smith, 802 F. App’x 938, 945 (6th Cir.
2020) (citing Erickson v. Pardus, 551 U.S. 89, 94 (2007)); see also Vandiver v. Vasbinder, 416
F. App’x 560, 562 (6th Cir. 2011) (finding the less stringent standard applies to pro se
complaints, “however inartfully pleaded”). Nevertheless, pro se litigants “are not exempt from
the requirements of the Federal Rules of Civil Procedure.” Wright v. Penguin Random House,
783 F. App’x 578, 581 (6th Cir. 2019) (citing Fox v. Mich. State Police Dep’t, 173 F. App’x 372,
376 (6th Cir. 2006)); see also Young Bok Song v. Gipson, 423 F. App’x 506, 510 (6th Cir. 2011)
(“[W]e decline to affirmatively require courts to ferret out the strongest cause of action on behalf
of pro se litigants. Not only would that duty be overly burdensome, but it would also transform
the courts from neutral arbiters of disputes into advocates for a particular party. While courts are
properly charged with protecting the rights of all who come before it, that responsibility does not
encompass advising litigants as to what legal theories they should pursue.”); Brown v.
Matauszak, 415 F. App’x 608, 613 (6th Cir. 2011) (“[A] court cannot ‘create a claim which a
plaintiff has not spelled out in his pleading.’”) (quoting Clark v. Nat’l Travelers Life Ins. Co.,
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518 F.2d 1167, 1169 (6th Cir. 1975)). “A pro se complaint must still ‘contain sufficient factual
matter, accepted as true, to state a claim to relief that is plausible on its face.’” Shelby v.
Greystar Mgmt. Servs., L.P., No. 2:17-cv-02650-SHM-cgc, 2018 WL 386647, at *2 (W.D. Tenn.
Jan. 11, 2018) (quoting Barnett v. Luttrell, 414 F. App’x. 784, 786 (6th Cir. 2011)).
B. 	Section 1981
Because the Court has recommended that summary judgment be awarded to Defendants
on Shakespeare’s state-law claims and to Prime on all claims against it, the only claim left to
address for dismissal is the § 1981 claim against MLP.
Section 1981 provides that “[a]ll persons within the jurisdiction of the United States shall
have the same right in every State and Territory to make and enforce contracts,” regardless of
race. To plead a claim under § 1981, a plaintiff must plead the existence of “some contractual
right that the defendant blocked or impaired” and “demonstrate that racial discrimination drove
the decision to interfere with these contractual rights.” Williams v. Richland Cnty. Child. Servs.,
489 F. App’x 848, 851–52 (6th Cir. 2012) (citing Domino’s Pizza, Inc. v. McDonald, 546 U.S.
470, 476 (2006)).
Despite amending her Complaint twice, Shakespeare has failed to meet this standard. As
stated previously in the Court’s April 30th Report and Recommendation (ECF No. 21), “general
and conclusory allegations that white . . . customers are treated differently than [the plaintiff] was
treated are inadequate, without additional factual support, to plead a claim for racial
discrimination.” Moore v. WesBanco Bank, Inc., No. 12-3697, 2013 WL 12623011, at *3 (6th
Cir. Mar. 6, 2013) (citing Williams, 489 F. App’x at 852); see also Taylor v. 3B Enters., LLC,
No. 3:13-cv-259-S, 2014 WL 4916334, at *6 (W.D. Ky. Sept. 30, 2014) (“Plaintiff cannot rely
on mere conclusory allegations that unnamed individuals were treated more favorably.”).
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Shakespeare generally alleges that “she observed and documented that white colleagues received
escalated assistance in comparable circumstances where Plaintiff was dismissed or ignored”
(ECF No. 39, at 5), but this claim lacks any specificity or details. Furthermore, in her response,
Shakespeare argues only that she is “a Black woman” and that Defendants failed to perform their
contractual duties, providing no indication whatsoever that such failure was driven by
discriminatory intent. (ECF No. 46, at 3‒4.) Once again, Shakespeare’s conclusory allegations
of discrimination, without more, are insufficient to sustain her Section 1981 claim. Accordingly,
it is recommended that Shakespeare’s Section 1981 claim against MLP be dismissed.
RECOMMENDATION
For the foregoing reasons, it is recommended that Defendants’ Motion for Partial
Summary Judgment be granted. It is further recommended that Defendants’ Motion to Dismiss
be granted in part as to failure to state a claim of discrimination under Section 1981 and denied
as moot as to the remaining claims. Because these recommendations will result in the resolution
of all claims at issue in this case, it is recommended that this matter be dismissed with prejudice.
Respectfully submitted this 30th day of January, 2026.
s/Annie T. Christoff
ANNIE T. CHRISTOFF
UNITED STATES MAGISTRATE JUDGE
NOTICE
Within fourteen (14) days after being served with a copy of this report and recommendation
disposition, a party may serve and file written objections to the proposed findings and
recommendations. A party may respond to another party’s objections within fourteen (14) days
after being served with a copy. Fed. R. Civ. P. 72(b)(2). Failure to file objections within
fourteen (14) days may constitute waiver/forfeiture of objections, exceptions, and further appeal.
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