Plaintiffs commenced this case in the Circuit Court for Montgomery County, Maryland on January 29, 1981. Defendant was served in that court on February 3, 1981 and removed this case to this Court pursuant to 28 U.S.C. § 1441(a) on March 5,1981.1 *1035In support of its petition for removal, defendant asserts that this case is one in which this federal district court has “original jurisdiction” as those words are used in 28 U.S.C. § 1441(a), because this case “arises under” the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001 to 1461 (ERISA), as those words are used in article III, section 2 of the Constitution of the United States and in 28 U.S.C. § 1331(a). Plaintiffs disagree, arguing that this case is not one which “arises under” any federal law.2
All three plaintiffs allege that thé defendant company, their former employer, entered into employment agreements with each of them, pursuant to which, inter alia, each plaintiff is entitled to be paid benefits pursuant to certain pension and profit-sharing plans which defendant never established because, plaintiffs claim, defendant intentionally or negligently failed to take the appropriate steps to achieve qualification of those plans by the Internal Revenue Service (IRS). Plaintiffs assert their positions in two counts, one sounding in breach of contract, the other sounding in negligence, and seek an award of such benefits and damages for denial to them of their lost opportunities to arrange for their own respective individual retirement accounts.
Whether a given case “arises under” federal law has produced much litigation and no clear bright-line test. The seminal case is Gully v. First National Bank in Meridian, 299 U.S. 109, 112-13, 57 S.Ct. 96, 97-98, 81 L.Ed. 70 (1936), in which Justice Cardozo stressed that a right under federal law must be an “element, and an essential one, of the plaintiff’s cause of action” and that “[a] genuine and present controversy” involving federal law, and “not merely a possible or conjectural one, must exist.” One leading commentator, Professor Mishkin, has suggested that “a substantial claim founded ‘directly’ upon federal law” is required.3 Another leading writer, Professor Wright, has opted for a “pragmatic” approach that “recognize[s] that ‘the existing doctrines as to when a case raises a federal question are neither analytical nor entirely logical,’ and that in the unusual case in which there is a debatable issue about federal question jurisdiction, pragmatic considerations must be taken into account.” 13 C. Wright, A. Miller & E. Cooper, Federal Practice & Procedure § 3562, at 414 (1975) *1036(footnotes omitted) [hereinafter cited as Wright & Miller]; C. Wright, Law of Federal Courts 58 (1970 ed.).4
In cases in which removal is based on the existence of a federal question, “the federal courts always seek to ascertain the substantive underpinnings of plaintiff’s cause of action.” 14 Wright & Miller § 3734, at 736 (1976). At first blush, the within case may seem to fall close to the dividing line. But closer examination of the complaint, the attachments to the complaint and the entire record in this case, either separately or as a whole, reveals that plaintiffs are not alleging any violations of ERISA itself or of any regulations promulgated pursuant to it with respect to any existing plan — i. e., are not seeking benefits allegedly wrongfully withheld from them under any existing plan5 —but rather are claiming that defendant breached its contractual obligations to them by not obtaining the requisite IRS approval or that defendant negligently — tortiously— failed to perform duties owed to plaintiffs. Those claims do not rest upon ERISA or any federal statute or any federal regulation. Rather those claims are grounded in the common law. ERISA’s statutory and regulatory standards may well be relevant and material to a determination of whether defendant did breach its contractual or other duties to plaintiffs, but the determination of those matters are collateral, not central, to the asserted breach of duties by defendant.6 Nor does the record in this case or any part of it establish that ERISA questions so pervade and underlie plaintiffs’ claims against defendant as to cause this case under Professor Wright’s pragmatic approach to “arise under” federal law in terms of practical considerations. ERISA’s statutory and regulatory commands may well be most important to a determination of whether the plans were appropriate, should have been approved by IRS, and were not approved because of any intentionally or negligently wrongful acts or lack of acts on the part of defendant. What rights and benefits plaintiffs may have had if such plans had been established and what damages plaintiffs may have suffered are questions which may well be intertwined with ERISA’s statutory and regulatory scheme.7 But, they are not central to plain*1037tiffs’ basic contentions of breach by defendant to plaintiffs of duties owed by defendant to plaintiffs.8 The mere involvement of ERISA does not necessarily mean that the “arising under” test is met.9
The party, herein the defendant, invoking removal subject matter jurisdiction of a federal court has the burden of showing that that jurisdiction exists.10 The general rule seems to be that a defendant who has so removed a case must establish the existence of jurisdiction from the complaint filed by plaintiffs.11 However, if the complaint itself is unclear or silent as to a jurisdictional element, the entire record may be available to prove that element,12 at least with regard to matters such as the status of a defendant, though perhaps not as to the existence of a federal question.13 Further, it may be that in a given case, an evidentiary hearing may be required to determine certain jurisdictional facts.14 But herein whether the complaint or the entire record is examined in whole or in part, there are no disputed facts15 and there is nothing to establish that plaintiffs’ case rests upon the resolution of any interpretation or application of any federal statute or federal regulation as opposed to a determination of what duties defendant owed to plaintiffs and whether defendant performed said duties, if any existed. Some facet of the relief plaintiffs ask for herein could so rest upon federal law, but even if that be assumed, arguendo only, plaintiffs by establishing that possibility have not *1038met their burden of showing that this case “arises under” any combination of federal statutory or regulatory provisions.16 Judge Russell made that clear in Burgess v. Charlottesville Savings & Loan Ass’n, 477 F.2d 40, 44 (4th Cir. 1973),17 in which plaintiff contended that defendant had failed to purchase certain credit life insurance as required by a loan agreement between the defendant as lender and plaintiff and her husband as borrowers. The Truth in Lending Act, 15 U.S.C. §§ 1601 to 1681t, was involved, but only collaterally, and the core of the controversy itself was embodied within state law relating to contractual rights and duties. Judge Russell thus held that removal jurisdiction had been improperly accepted by the district court.18
As suggested at the outset of this opinion, there is no bright line test available for easy application. But the standards evolved by the courts in many cases place this case on the wrong side of the line which defendant must cross, not just touch, in order successfully to oppose plaintiffs’ remand motion. Accordingly, said motion will be granted by an appropriate order.19