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Rules: "'[S]tating ... a claim requires a complaint with enough factual matter (taken as true) to suggest' the required element. This 'does not impose a probability requirement at the pleading stage,' but instead 'simply calls for enough facts to raise a reasonable expectation that discovery will reveal evidence of' the necessary element."
Reasoning: Overall, there are 5 ways Amp'd can recover from Adderton, none of which allow Adderton to win against the Third-Party Defendants for contribution or subrogation. First, if Amp'd wins on any of the fraudulent conveyance claims, it will have effected a rescission of the Release Agreement. Adderton could not win against the Third-Party Defendants because there is no damage award to get contribution toward and because there cannot be subrogation resulting from such a rescission. Second, if Amp'd gets Adderton's claimed disallowed, there can be no contribution or subrogation from such relief since there is no monetary judgment against Adderton. In any event, the Release Agreement will be in effect and, under the general releases, Adderton will be precluded from suing the Third-Party Defendants. Third, although a recovery based on unjust enrichment would leave the Release Agreement null and void, Adderton did not properly plead his contribution or subrogation claims in his third-party complaint and thus cannot recover if he loses to Amp'd in this cause of action. Fourth, if Amp'd recovers on its preference theory, the Release Agreement will still be in place thus barring Adderton claims against the Third-Party Defendants; and, Adderton will be able to file a claim against the estate under § 502(h). Fifth, the court granted Amp'd previous motion to dismiss the Delaware Corporate Law Claim but in dicta noted that Adderton would not be able to get contribution or subrogation if he lost to Amp'd on this claim. Thus, the third-party complaint is dismissed since there is no set of facts under which Adderton can recover from the Third-Party Defendants.
Facts: John McMillan worked for LTV Steel, Inc. ("LTV") in the Cleveland Works West plant ("Cleveland West") for over thirty years. While employed at LTV, McMillan was a member of the collective bargaining agreement ("CBA") represented by United Steelworkers of America, AFL-CIO (the "USWA"). In August 1999, the USWA and LTV entered into an agreement (the "1999 Agreement") that "eliminated future company contributions to the pension plan, and preserved the 401(k) contributions to the plan, as well as the right of employees to receive a lump-sum payment from the Defined Benefit plan upon retirement, subject to a $10,000 cap." In December 2000, LTV, Copperweld, LTV Corporation - the parent of LTV and Copperweld - and a number of other affiliates filed for chapter 11. In April 2001, LTV issued a notice under the WARN Act to the USWA regarding the closing of Cleveland West and mass layoffs. In November 2001, LTV issued a WARN notice that it was closing all its steelmaking operations and selling off all its assets (the sale was ultimately approved by the bankruptcy court). However, the sale left LTV administratively insolvent; LTV was unable to keep up with payments under its employee benefit plans. The PBGC ultimately terminated the employee benefit plans and assumed rights under the plan as of March 2001. In December 2001, the USWA and LTV agreed to modify aspects of their CBAs; the modifications included, inter alia, that the severance provisions of certain CBAs were no longer in effect at the Cleveland West factory. In June 2002, the USWA filed a proof of claim for administrative expenses and the parties ultimately entered into a settlement agreement (the "2003 Settlement") under which the USWA's claim was allowed in the amount of $15 million and LTV was to make pro rata payments to all of the employees listed on Exhibit A to the 2003 Settlement. In exchange, the USWA released LTV from any other claims. McMillan was not included on Exhibit A of the 2003 Settlement; nor did McMillan receive notice of the 2003 Settlement. In December 2002, McMillan filed a proof of unsecured claim against LTV, Copperweld and LTV Corp.; McMillan settled with Copperweld for an unsecured priority claim of $4,650 and a general unsecured claim of $312,643 and, in return, released Copperweld but not the LTV parties. In 2004, McMillan filed an
