Tancredi v. Metropolitan Life Insurance Co‪.‬

Plaintiffs Stephen Tancredi and Ronald Speidel appeal from a judgment of the United States District Court for the Southern District of New York, Lewis A. Kaplan, Judge, dismissing their claims, brought under 42 U.S.C. § 1983 (2000), that the conversion of defendant Metropolitan Life Insurance Company ("MetLife") from a mutual to a stock life insurance company in accordance with New York Insurance Law, see N.Y. Ins. Law § 7312 (McKinney 2000), violated their rights under the Takings Clause, the Contracts Clause, the Due Process Clause, and the Commerce Clause of the United States Constitution. The district court granted the motion of MetLife and its parent, defendant Metlife, Inc., a Delaware holding company ("MetLife Holding"), to dismiss the complaint pursuant to Fed. R. Civ. P. 12(b)(6) for failure to state a claim on which relief can be granted, ruling principally that the complaints allegations were insufficient to show state action, and, alternatively, that the allegations were insufficient to show interference with plaintiffs property or contract rights or with interstate commerce. Plaintiffs challenge these rulings on appeal. For the reasons that follow, we affirm the dismissal on the ground that the complaint failed to allege facts that, if proven, would establish that defendants acted under color of state law.