ROSEMARY M. COLLYER, District Judge.
Barbara Haines, Dorothy Loeven, and Kim Spearman (Plaintiffs) are the widows of former employees of International Union of Operating Engineers (IUOE) Local 825 Training Fund. They brought this suit, on behalf of themselves and those similarly situated, against the General Pension Plan of IUOE and numerous Trustees,  who are the Plan's fiduciaries and administrators. Plaintiffs assert a claim for benefits under the Plan as well as a claim for breach of fiduciary duty, and the General Pension Plan of IUOE and the Trustees (collectively, Defendants) filed a counterclaim. Defendants filed a motion for partial dismissal, seeking dismissal of Plaintiffs' claim for benefits. Plaintiffs move to dismiss the counterclaim. As explained below, both motions will be granted.
Plaintiffs' spouses were employees of IUOE Local 825 Training Fund (Training Fund), a trust fund that provides educational services to operating engineers in New Jersey and New York. Ms. Haines' husband, Emerson Haines, was employed by the Training Fund from approximately 1970 to March 1992 when he died. Ms. Loeven's husband, Edward Loeven was so employed from 1980 to May 1994; he died in 1999. Ms. Spearman's husband, Robert Spearman, was so employed from 1992 to November 1997; he died in 2009. Under the terms of a March 1980 Participation Agreement, the Training Fund participated in the General Pension Plan of IUOE (Plan), see Am. Compl. [Dkt. 33] ¶ 61, a pension fund organized under the Employee Retirement Income Security Act (ERISA), 29 U.S.C. §§ 1001 et seq.
The Plan is governed by, among other things, its Plan of Benefits, which requires both the employer and the employee to make contributions to the Plan throughout the relevant time period. Am. Compl. ¶ 63. Plaintiffs acknowledge that "[i]n exchange for these contributions, the covered employee is entitled to retirement benefits." Id. ¶ 64. In other words, both the Training Fund and Plaintiffs' spouses were required to make contributions to the Plan to obtain coverage. However, the Amended Complaint alleges that no contributions were ever made to the Plan by Plaintiffs' spouses or by the Training Fund on their behalf. Id. ¶¶ 9, 69. The Plan includes a widow and widowers benefit and various other survivor benefit options. Id. ¶¶ 66-68. Plaintiffs contend that their spouses were qualified to participate in the Plan but Defendants did not inform them of their eligibility for benefits. Id. ¶ 69.
The Plan excludes from the definition of eligible "Employee, " "persons employed by a Local Union who are not included in the Plan and are represented by a union not affiliated with [IUOE] for the purpose of collective bargaining[, ] provided retirement benefits were the subject of good faith bargaining between such union and the Local Union." Id. ¶ 70. Plaintiffs claim that the Training Fund and IUOE Local 825 entered into a sham collective bargaining agreement in order to come within the exclusion and thereby deny Training Fund employees, such as Plaintiffs' deceased spouses, the right to participate in the Plan.
In September 2011, the Trustees sent a letter to Plaintiffs indicating that they could obtain a "widow's pension" under the Plan if they made full contributions to the Plan and paid a 20% assessment to make up for the lateness of such payments. Id. ¶¶ 80-81. Plaintiffs challenged the September letter asserting, inter alia, that they are not required to pay contributions, that they are entitled to greater benefits than those provided by the widow's pension option, and that they are entitled to past due benefits, with interest. The Trustees rejected Plaintiffs' claims as did the Trustee appeals committee.
The Amended Complaint advances two counts. Count I claims Plaintiffs are entitled to pension benefits under the terms of the Plan pursuant to 29 U.S.C. § 1132(a)(1)(B). Am. Compl. ¶¶ 94-98. Count II claims breach of fiduciary duty under ERISA, 29 U.S.C. § 1132(a)(3), based on the Trustees' concealment of Plaintiffs' right to participate in, and receive benefits from, the Plan. Am. Compl. ¶¶ 99-103. Plaintiffs seek judgment in the sum of the past benefits owed as well as equitable relief, including the right to participate in the Plan by selecting any one of the survivor options and forgiveness of the requirement that they pay contributions. Id. at 16 (Prayer for Relief). Defendants counterclaimed, also advancing two counts: Count I, seeking relief under ERISA, 29 U.S.C. 1132(a)(3), and Count II, seeking relief under a theory of undue enrichment. Ans. & Counterclm. [Dkt. 41].
Defendants move to dismiss Count I of the Amended Complaint for failure to state a claim. Plaintiffs move to dismiss both counts of the Counterclaim for two reasons-
(1) failure to state a claim and (2) the Court lacks subject matter jurisdiction because Defendants have no standing to bring the Counterclaim.
II. LEGAL STANDARD
A. Failure to State a Claim
A motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) challenges the adequacy of a complaint on its face, testing whether a plaintiff has properly stated a claim. Fed.R.Civ.P. 12(b)(6). A complaint must be sufficient "to give a defendant fair notice of what the... claim is and the grounds upon which it rests." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (internal citations omitted). The facts alleged "must be enough to raise a right to relief above the speculative level, " id., and the complaint must state a claim for relief that is "plausible on its face." Id. at 570. When a plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged, then the claim has facial plausibility. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). "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." Id.
A court must treat the complaint's factual allegations as true, "even if doubtful in fact." Twombly, 550 U.S. at 555. But a court need not accept as true legal conclusions set forth in a complaint. Iqbal, 556 U.S. at 678. "Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Id. In deciding a motion under Rule 12(b)(6), a court may consider the facts alleged in the complaint, documents attached to the complaint as exhibits or incorporated by reference, and matters about which the court may take judicial notice. Abhe & Svoboda, Inc. v. Chao, 508 F.3d 1052, 1059 (D.C. Cir. 2007) (internal quotation marks and citation omitted). Ordinarily when a court relies on matters outside the pleadings, a motion to dismiss must be treated as a motion for summary judgment. Fed.R.Civ.P. 12(d). However, when a ...