I N T H E

Indiana Supreme Court

Supreme Court Case No. 20S-PL-302

FMS Nephrology Partners North Central Indiana 

Dialysis Centers, LLC,

Appellant,

–v–

Meritain Health, Inc., et al.,

Appellees.

Argued: October 10, 2019 | Decided: May 11, 2020 

Appeal from the St. Joseph Superior Court 

No. 71D07-1605-PL-194 

The Honorable Steven L. Hostetler, Judge 

On Petition to Transfer from the Indiana Court of Appeals 

Case No. 18A-PL-1349 

Opinion by Justice Slaughter

Chief Justice Rush and Justices Massa and Goff concur.

Justice David concurs in result.
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Slaughter, Justice.

The Employee Retirement Income Security Act of 1974 establishes

minimum federal standards governing employee-benefit plans. Under 

ERISA, the responsibility for regulating this system of benefit plans is 

exclusively a federal concern. To further the goal of uniform federal 

standards, ERISA contains two preemption provisions. These provisions’ 

preemptive effect on state laws is far-reaching but not absolute. Some state

laws—and hence the claims arising under such laws—survive ERISA 

preemption, such as those not requiring interpretation of benefit-plan 

documents. A claim withstands preemption to the extent its validity turns 

not on the meaning of the plan documents but on a separate legal duty 

independent of the plan. 

Here, a health-care provider sued defendant health-insurance plans, 

which are governed by ERISA, alleging they failed to pay agreed 

reimbursement rates for covered services under their plans. On this 

record, we hold that the trial court erred by entering summary judgment 

for the defendant plans based on ERISA preemption. A key factual 

dispute exists concerning a central issue in this case. Contrary to the 

defendants’ arguments, the designated summary-judgment evidence does 

not establish either that the provider’s claims were denied coverage under 

the plans or that the provider’s claims necessitate interpreting the plan 

documents. We grant transfer, vacate the entry of summary judgment for 

the defendants, and remand with instructions.

Background Facts and Procedure

Third-party networks are common in the health-care industry. These 

networks serve as middlemen that connect patients with health-care 

providers by entering separate, individual contracts with both providers

and employee-health plans. The plans receive access to a network of 

certified providers that have agreed to be reimbursed at negotiated rates 

discounted from the provider’s full sticker price. And providers within 

these networks receive the certainty and predictability of fixed rates with 

prompt reimbursement.
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Plaintiff, FMS Nephrology Partners North Central Indiana Dialysis 

Centers, LLC, is a health-care provider. It owns and operates facilities in 

Indiana that provide dialysis treatments to patients suffering from endstage renal disease, and it participates in third-party networks. Over the 

years, FMS has contracted with two such networks, Community Health 

Alliance and Select Health Network. Defendants University of Notre 

Dame and its affiliated employee health-insurance plans have contracted 

with both health networks. Defendants Beacon Health and its affiliated 

employee health-insurance plans have contracted only with Community 

Health Alliance.

To handle various claims-administration functions for the plans, both 

the Notre Dame and Beacon Health plans engaged Defendant Meritain 

Health as their third-party administrator. In that capacity, Meritain 

processes the claims a health-care provider submits to the Notre Dame 

and Beacon Health plans. Meritain then issues an “Explanation of 

Benefits” for each claim. The EOB memorializes information about the 

claim, including the date of service, the total amount billed, and whether 

the claim is covered under the plan. This coverage determination is 

reflected in an EOB’s various columns:

• “Provider Discount”,

• “Ineligible Amount”,

• “Pymt Made By Plan”,

• “Patient Responsibility”, and

• “Notes”.

Once Meritain determines that a claim is covered under the applicable 

plan, the provider agrees to accept, and Notre Dame and Beacon Health 

agree to pay, the discounted rates for that provider’s services as reflected 

in the network agreements.

Of relevance here, seven patients received dialysis-related treatments 

from FMS over a four-year period: five patients were covered under Notre 

Dame’s plans and two under Beacon Health’s plans. As administrator, 

Meritain issued EOBs for the claims FMS submitted. According to FMS, 

the EOBs show Meritain’s coverage determinations and the agreed 

reimbursement payable to FMS for services rendered. FMS alleges that 
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some line items in the EOBs reflect that it received the negotiated rate for 

its claims, while other line items show the claims were subject to a onehundred-percent “Provider Discount”. According to FMS, some of these

amounts reflect claims for covered services for which FMS received an 

amount less than the agreed rates.

FMS thus sued Meritain, Notre Dame, and Beacon Health, alleging, 

among other things, breaches of the Community Health Alliance and 

Select Health Network agreements. FMS also sued in the alternative for 

implied contract and promissory estoppel. Notre Dame and Beacon 

Health answered that FMS’s claims were foreclosed under principles of 

both “complete” and “conflict” ERISA preemption. Early in discovery, 

FMS moved for summary judgment on its claim that Notre Dame and 

Beacon Health breached the Community Health Alliance network 

agreement. Notre Dame and Beacon Health opposed this motion and 

cross-moved for summary judgment, again arguing ERISA preemption.

These defendants also argued lack of contractual privity between FMS 

and themselves.

The trial court granted the defendants’ motions and entered partial 

summary judgment in their favor and against FMS, concluding that FMS’s 

claims were preempted under ERISA’s conflict-preemption provision, 29 

U.S.C. § 1144(a). The court believed that resolving payment disputes 

under the network contracts would require it to interpret the plans’ terms 

to determine how much FMS was owed. In addition, the court found there 

was no just reason for delay and directed the entry of final judgment 

under Trial Rule 54(B) in favor of the Notre Dame and Beacon Health 

defendants and against FMS.

The court of appeals affirmed, agreeing with Notre Dame and Beacon 

Health that ERISA preempted FMS’s claims. FMS Nephrology Health 

Partners N. Cent. Ind. Dialysis Ctrs, LLC v. Meritain Health, Inc., 120 N.E.3d 

1012, 1014 (Ind. Ct. App. 2019), trans. granted. The appellate court 

believed our opinion in Midwest Security Life Insurance Co. v. Stroup, 730 

N.E.2d 163 (Ind. 2000), compelled the conclusion that FMS’s claims were 

preempted. Analogizing to Stroup, the court found that “FMS’s claims are 

based on an alleged failure to pay sums due for services covered by an 
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ERISA-regulated plan.” FMS Nephrology Partners, 120 N.E.3d at 1020–21.

Thus, the court concluded, FMS’s claims were preempted because “the 

trial court would have had to refer to and interpret the Beacon and Notre 

Dame Plans to determine (1) whether proper payment had been rendered, 

and (2) if not, how much additional payment FMS was entitled to 

receive.” Id. at 1021.

After the appellate court denied rehearing, FMS sought transfer, 

arguing that the court of appeals’ opinion is at odds with Stroup, 730 

N.E.2d 163, and puts Indiana out of step with settled ERISA case law from 

elsewhere. Having granted transfer, thus vacating the appellate decision, 

we vacate the trial court’s judgment and remand.

Discussion and Decision

At issue is whether FMS can proceed with its claims, all brought under 

state law, or whether ERISA preempts those claims. Two forms of ERISA 

preemption are before us: complete preemption and conflict preemption.

The courts below determined that FMS’s claims were foreclosed by 

ERISA’s conflict-preemption provision. But we consider both that 

provision and the alternative ground—complete preemption—urged for 

affirming the trial court’s judgment.

We begin with complete preemption. Despite its name, complete 

preemption is not about preemption but jurisdiction. It confers federalquestion jurisdiction even for claims denominated as state-law claims. The 

Supreme Court has pronounced a two-prong test for complete preemption

asking, first, whether the claim at some point could have been brought 

under ERISA’s civil-enforcement scheme; and, second, whether the 

defendant’s actions implicate any independent legal duty apart from 

ERISA. On this record, we hold that FMS’s claims satisfy neither prong

and thus are not completely preempted.

Then we address conflict (or express) preemption. We briefly discuss 

express preemption under the Supreme Court’s general preemption 

jurisprudence, which looks to the plain text of the applicable preemption 

statute. Despite its literalism when interpreting most preemption statutes, 
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the Court continues to endorse an atextual, policy-driven test for ERISA 

preemption. This test asks whether a claim has either a “reference to” or a 

“connection with” an ERISA plan. Applying the test, we hold first that 

express preemption does not prevent a health-care provider from 

enforcing a separate contract against a plan. We also hold that a key 

factual dispute remains over whether the underlying claims were deemed 

covered under the defendant plans. If covered, then the claims would not 

be preempted. But if not covered, then preemption would apply. We 

conclude that the trial court erred in entering summary judgment for the 

Notre Dame and Beacon Health defendants because, on this record, they 

did not prove their entitlement to judgment as a matter of law.

A. No complete preemption

Preemption is typically a federal defense to a plaintiff’s substantive 

state-law claim. If the plaintiff’s claim is preempted, federal law supplies 

the substantive rule of decision. But federal jurisdiction over an ERISA 

claim is not exclusive. Of relevance here, even where federal jurisdiction 

lies over an ERISA claim, state courts have concurrent jurisdiction over 

such claims. “State courts of competent jurisdiction and district courts of 

the United States shall have concurrent jurisdiction of actions under 

paragraphs (1)(B) and (7) of subsection (a) of this section [referring to 

ERISA Section 502(a)].” 29 U.S.C. § 1132(e)(1).

The term “complete preemption” is a misnomer. It is less a preemption 

doctrine than a jurisdictional rule. Franciscan Skemp Healthcare, Inc. v. Cent. 

States Joint Bd. Health & Welfare Trust Fund, 538 F.3d 594, 596 (7th Cir. 

2008). Under complete ERISA preemption, even a claim denominated as a 

state-law claim, such as one alleging breach of contract, “arises under” 

federal law, see 28 U.S.C. § 1331, and thus can—but need not—be 

removed to federal court, id. § 1441(a); Franciscan Skemp Healthcare, Inc., 

538 F.3d at 596–97. In that sense, complete preemption is an exception to 

the federal well-pleaded-complaint rule, according to which the plaintiff is 

the master of its complaint, and so long as the face of the complaint does 

not affirmatively allege a federal claim, the plaintiff can remain in state 

court. But under ERISA’s complete-preemption exception, a complaint 
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alleging only state-law claims will nevertheless be transformed from “an 

ordinary state common law complaint into one stating a federal claim for 

purposes of the well-pleaded complaint rule.” Metro. Life Ins. Co. v. Taylor, 

481 U.S. 58, 65–67 (1987).

The Supreme Court first announced its doctrine of complete ERISA 

preemption in Taylor. The Court held that ERISA Section 502(a), 29 U.S.C. 

§ 1132(a)(1)(B), reflects Congress’s design to “so completely pre-empt a 

particular area that any civil complaint raising this select group of claims 

is necessarily federal in character.” 481 U.S. at 63–64, 67. Section 502(a) 

authorizes an ERISA-plan participant or beneficiary to file suit “to recover 

benefits due to him under the terms of his plan, to enforce his rights under 

the terms of the plan, or to clarify his rights to future benefits under the 

terms of the plan”. 29 U.S.C. § 1132(a)(1)(B). If a state-law claim comes 

within the scope of this section, then the claim is completely preempted, 

and the only permissible claim is federal.

The Supreme Court applies a two-prong test for assessing whether an 

asserted state-law claim comes within the scope of ERISA Section 

502(a)(1)(B). A state-law claim is completely preempted if (1) “an 

individual, at some point in time, could have brought [the] claim under”

this section and (2) “there is no other independent legal duty that is 

implicated by [a] defendant’s actions.” Aetna Health Inc. v. Davila, 542 U.S.

200, 210 (2004). Davila’s two-prong test is phrased in the conjunctive, 

meaning the state-law claim is completely preempted only if both prongs 

are met. On this record, neither prong is satisfied.

1. Davila’s first prong—right to assert an ERISA-based 

claim

There is no complete preemption under the first Davila prong unless the 

plaintiff asserts what amounts to a claim under ERISA’s civil-enforcement 

statute, even if labeled a state-law claim. A medical provider is not a plan 

participant or beneficiary, so it lacks standing to bring an ERISA claim 

directly. But with a valid assignment of rights, a provider can sue 

derivatively to enforce ERISA rights belonging to the assignor. Beacon 

Health, however, admits that its plans’ documents prohibit any 
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assignment of rights, so FMS lacks standing to pursue claims even 

derivatively under ERISA Section 502(a). Thus, because FMS cannot 

pursue ERISA claims against Beacon Health directly or derivatively, its 

claims against Beacon Health are not completely preempted.

As for its claims against Notre Dame, FMS admits it received valid 

ERISA-based assignments from patients enrolled in the Notre Dame 

plans, which FMS initially pursued against Notre Dame, albeit 

unsuccessfully, under the plans’ claims-administration process. FMS 

eventually abandoned these assigned claims by electing not to pursue 

them to completion under Section 502(a). According to Notre Dame, 

FMS’s own actions show that these claims could have been pursued—and

were pursued for a time—under the plans, thus establishing that the first 

Davila prong was satisfied as to FMS’s claims against Notre Dame. That is 

true, as far as it goes. FMS’s claims are, to be sure, completely preempted 

to the extent they are based on ERISA rights that Notre Dame plan 

participants assigned to FMS. But this argument ignores that FMS “holds 

two separate claims”: not only its claim for benefits under ERISA but also 

its separate state-law claims. Conn. State Dental Ass’n v. Anthem Health 

Plans, Inc., 591 F.3d 1337, 1347 (11th Cir. 2009) (citing Franciscan Skemp 

Healthcare, Inc., 538 F.3d at 598). FMS has disclaimed suing for the ERISA 

benefits due employees under the Notre Dame plans. Instead, FMS is 

suing in its own capacity to recover damages from Notre Dame under 

multiple breach-of-contract theories or, alternatively, based on promissory 

estoppel. As the Fifth Circuit has observed, the crucial inquiry is whether 

the provider is “seeking benefits under the terms of the plan, or rights that 

derive from the independent basis of the contract.” Lone Star OB/GYN 

Assocs. v. Aetna Health Inc., 579 F.3d 525, 529 n.3 (5th Cir. 2009). Because 

FMS is pursuing state-law claims independent of any rights it may have 

received from the assignments, the first Davila prong is not satisfied as to 

Notre Dame either.

FMS’s theory of this case reinforces our conclusion that its claims 

against Notre Dame are not completely preempted. In the analogous 

collective-bargaining context, the Supreme Court has held that a plaintiff 

may avoid preemption by pursuing exclusively state-law claims in lieu of 

other potentially preempted federal claims. In Caterpillar Inc. v. Williams, 
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482 U.S. 386 (1987), the plaintiffs faced a set of contracts governed by a 

collective-bargaining agreement and another set of individual 

employment contracts governed only by state law. The plaintiffs elected to 

sue only on the individual contracts. The Supreme Court rejected 

Caterpillar’s attempt to remove the case to federal court on the basis that 

the plaintiffs’ claims were founded on the collective-bargaining agreement 

and thus governed exclusively by federal law. “[The plaintiffs’] complaint 

is not substantially dependent upon interpretation of the collectivebargaining agreement.” Id. at 395.

The same is true here. Like the plaintiffs in Caterpillar, FMS has limited 

its cause of action by asserting only state-law claims and has disclaimed 

any theory of recovery premised on an ERISA-based claim for benefits 

under the plans. Because FMS is suing in its own capacity for breach of 

contract and not asserting a derivative right to benefits under an ERISA 

plan, the Notre Dame and Beacon Health defendants fail to satisfy the first 

prong of Davila.

Our conclusion that the first Davila prong is not satisfied here means 

there is no complete preemption of FMS’s claims because, as mentioned, 

Davila’s test is conjunctive, requiring that both prongs be met. Though 

unnecessary given our resolution of the first prong, we also address the 

second Davila prong for the sake of completeness.

2. Davila’s second prong—independent, non-ERISAbased duty

Under Davila’s second prong, a claim is not completely preempted if it 

seeks to enforce legal duties independent of those owed to an ERISA-plan 

participant or beneficiary. Under Davila, complete preemption requires, 

among other things, that there be “no other independent legal duty that is 

implicated by a defendant’s actions”. 542 U.S. at 210. In other words, if 

another, independent legal duty exists beyond what an ERISA plan 

imposes, then a claim based on a violation of that duty is not preempted. 

A clear example of an independent legal duty is one imposed by contract. 

Such contract- or other state-law-based claims withstand complete ERISA 

preemption because they rely on legal duties arising independently of 
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ERISA. Recall that FMS seeks damages based on its relationships with the 

Notre Dame and Beacon Health plans. Thus, FMS’s state-law claims are 

premised not on ERISA but on the network agreements. These agreements 

are separate contracts with legal obligations independent of ERISA for 

both providers and health plans. Claims to enforce these agreements fail 

the second Davila prong and are not preempted.

Though not dispositive, we note that defendants Notre Dame and 

Beacon Health—the parties urging complete preemption here—never 

sought to remove this state-court action to federal court. Perhaps they 

recognized removal would have failed because federal jurisdiction is 

lacking. In other words, they knew (or suspected) a federal court would 

have reached the same conclusion had they tried to remove, so they took 

their chances by trying to persuade a state court instead. Whatever their 

reasons for not seeking removal, we hold that FMS’s claims are not 

completely preempted under ERISA Section 502. Its claims truly are statelaw claims under the federal well-pleaded-complaint rule and do not 

establish federal-question jurisdiction under Section 1331 of Title 28 of the 

United States Code.

We also note, as an aside, that pending before the trial court is a request 

for partial summary judgment, arguing that FMS lacks contractual privity 

with the defendants. Because both the trial court and court of appeals 

decided this case on preemption grounds alone, neither court addressed 

privity. On remand, the defendants may wish to reassert this lack-ofprivity argument as an independent ground for summary judgment 

against FMS.

B. No conflict preemption

1. General preemption principles

Next, we consider FMS’s claims under ERISA’s conflict-preemption

provision. Unlike complete preemption, conflict (or express) preemption 

is not an independent basis for invoking a federal court’s jurisdiction. 

With conflict preemption, the issue is which substantive law (federal or 
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state) governs the plaintiff’s state-law claim, regardless of whether the 

plaintiff sued in a federal or state court.

The relevant statute is ERISA Section 514(a), which preempts “all State 

laws insofar as they ... relate to any employee benefit plan” covered by 

ERISA. 29 U.S.C. § 1144(a) (emphasis added). The Supreme Court has 

cautioned against interpreting “relate to” literally; otherwise, nothing 

would escape preemption: “If ‘relate to’ were taken to extend to the 

furthest stretch of its indeterminacy, then for all practical purposes preemption would never run its course, for really, universally, relations stop 

nowhere”. N.Y. State Conference of Blue Cross & Blue Shield Plans v. Travelers 

Ins. Co., 514 U.S. 645, 655 (1995) (cleaned up).

The Supreme Court’s early conflict-preemption cases applied Section 

514’s “relate to” test by treating the phrase as “deliberately expansive”. 

Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 45–46 (1987). Later cases, 

however, took a more restrictive view. With its seminal decision in 

Travelers, the Supreme Court explained that it has “never assumed lightly 

that Congress has derogated state regulation” but instead has “addressed 

claims of pre-emption with the starting presumption that Congress does 

not intend to supplant state law.” 514 U.S. at 654. More recently, though, 

the Supreme Court seems to have reverted to a broader view of express 

preemption.

In Puerto Rico v. Franklin California Tax-Free Trust, 136 S. Ct. 1938 (2016), 

a bankruptcy case, the Court held that federal bankruptcy law preempted

Puerto Rico from enacting its own municipal scheme for restructuring the 

debt of its insolvent public-utility companies. In finding preemption, the 

Court looked solely to the “plain text” of the governing clause. “The plain 

text of the Bankruptcy Code begins and ends our analysis.” Id. at 1946.

According to the Court, the existence of an express preemption clause 

within the Code meant the clause applied as written. It also meant there 

was no presumption against preemption. “[B]ecause the statute contains 

an express preemption clause, we do not invoke any presumption against 

pre-emption but instead focus on the plain wording of the clause, which 

necessarily contains the best evidence of Congress’ pre-emptive intent.” 

Id. (cleaned up).
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Despite the statement in Franklin that the Court’s preemption analysis 

“begins and ends” with the clause’s text, there is reason to think the Court 

continues to apply a different, atextual preemption standard in ERISA 

cases. Perhaps that is because, as the Court observed in Travelers, the plain 

meaning of ERISA’s broad preemption clause would swallow nearly all 

state laws. Applying the clause literally—so that virtually no state law 

would escape preemption—is an outcome “no sensible person could have 

intended”. Cal. Div. of Labor Standards Enforcement. v. Dillingham Constr., 

N.A., Inc., 519 U.S. 316, 336 (1997) (Scalia, J., concurring). In its most recent

ERISA preemption case, Gobeille v. Liberty Mutual Insurance Co., 136 S. Ct. 

936 (2016), the Court did not apply Section 514(a) literally but continued to 

identify factors for assessing preemption. “When considered together, 

these formulations [for describing preempted state laws] ensure that 

ERISA’s express pre-emption clause receives the broad scope Congress 

intended while avoiding the clause’s susceptibility to limitless 

application.” Id. at 943. In other words, Gobeille eschewed a plain-meaning 

interpretation of Section 514(a) because of the clause’s propensity to 

sweep seemingly without limit. That said, at least one Justice has voiced 

concern that the Court’s interpretation of Section 514(a) “has become 

increasingly difficult to reconcile with our pre-emption jurisprudence.” Id. 

at 948 (Thomas, J., concurring). According to Justice Thomas, the Court 

should no longer indulge a preemption jurisprudence under ERISA 

untethered to the statute’s text, but instead should decide whether the 

statute unconstitutionally preempts too broad a swath of state laws. Id. at 

948–49. For now, however, that seems to represent the view of only a 

single Justice.

Under Gobeille, the relevant preemption factors are those the Court has 

considered for some time. Id. at 943. To date, the Court has identified two 

categories of state laws that ERISA preempts: laws having a “reference to” 

and those having a “connection with” an ERISA plan. Id. As long ago as 

Travelers, the Court recognized the futility of analyzing issues of conflict 

preemption with such useless descriptions as “connection with” and 

“reference to”. 514 U.S. at 656. That is why later decisions went “beyond 

the unhelpful text and the frustrating difficulty of defining its key term

[‘relate to’]” and looked instead “to the objectives of the ERISA statute as a 
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guide to the scope of the state law that Congress understood would 

survive” preemption. Id. ERISA’s objectives are to protect plan 

participants and their beneficiaries by, among other things, imposing 

disclosure and reporting requirements, holding fiduciaries to standards of 

conduct, providing appropriate remedies, and improving the equitable 

character and financial soundness of employee-benefit plans. 29 U.S.C. § 

1001(b), (c). Given these statutory objectives, the Supreme Court observed

that the point of conflict preemption is to ensure uniform national 

standards for administering ERISA-covered plans. “The basic thrust of 

[Section 514(a)] was to avoid a multiplicity of regulation in order to permit 

the nationally uniform administration of employee benefit plans.” 

Travelers, 514 U.S. at 657. The Court later modified its inquiry from 

Travelers to emphasize that courts must consider not only ERISA’s 

“objectives” but also the “nature of the effect of the state law on ERISA 

plans”. Dillingham, 519 U.S. at 325. In other words, courts must look to 

such factors as whether state law is mandating plan terms or benefits, 

effectively regulating the plan, or providing an alternative enforcement 

mechanism to ERISA. See Travelers, 514 U.S. at 658.

These prior decisions have culminated in Gobeille’s “formulations” that 

“reference to” an ERISA plan means a state law will be preempted when it 

“acts immediately and exclusively upon” a plan or when the plan’s 

existence “is essential to the [state] law’s operation”. 136 S. Ct. at 943 

(quoting Dillingham, 519 U.S. at 325). And “connection with” an ERISA 

plan means a state law will be preempted when it “governs ... a central 

matter of plan administration” or “interferes with nationally uniform plan 

administration”, id. (quoting Egelhoff v. Egelhoff, 532 U.S. 141, 148 (2001)), 

or “force[s] an ERISA plan to adopt a certain scheme of substantive 

coverage or effectively restrict[s] its choice of insurers.” Id. (quoting 

Travelers, 514 U.S. at 668).
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2. Applying the general principles

a. No preemption of claims to enforce separate 

contract against ERISA plans

We have previously held that ERISA expressly preempts claims 

concerning coverage under an ERISA-governed plan. The issue in such 

cases is whether there is a right to coverage under an ERISA plan. In 

Stroup, 730 N.E.2d 163, the plaintiffs were beneficiaries of an employeebenefit plan subject to ERISA who challenged the plan’s denial of healthcare coverage. We found it “clear” that the Stroups’ state-law claims for 

breach of contract and the tort of bad faith were expressly preempted 

because the claims were based on the plan’s “failure to pay benefits due 

under an ERISA-governed” plan. Id. at 166–67. These claims thus had a 

“connection with” the plan because they arose from the plan’s “denial of 

coverage”. Id. at 167.

FMS argues that the court of appeals misconstrued our precedent when 

it held that Stroup preempts claims against ERISA plans to enforce statelaw-based obligations arising independent of the plans. We agree with 

FMS. Stroup is a narrow decision holding that ERISA preemption occurs 

when the “essence of the claims is a failure to supply benefits under the 

plan.” Id. A claim challenging the denial of benefits necessarily requires

interpretation of the plan documents to assess whether the plan’s 

coverage decision was correct. And that is quintessentially the type of 

inquiry that ERISA Section 514 preempts. Our holding in Stroup is 

consistent with other courts concluding that ERISA expressly preempts 

claims about the scope of a plan’s coverage. See, e.g., Ray Klein, Inc. v. Bd. 

of Trs. of the Alaska Elec. Health & Welfare Fund, 307 F. Supp. 3d 984, 991 (D. 

Alaska 2018) (finding express preemption because “what charges are 

covered under the Plan is at the heart of the dispute”). But neither Stroup

nor Ray Klein purports to preempt the species of claim that FMS is 

asserting here, which is about neither a beneficiary’s right to coverage 

under an ERISA plan nor a health-care provider’s right to payment under 

a plan, but about a provider’s rate of payment under a separate contract 

with a plan.
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Here, the summary-judgment record is sufficiently complete and 

uncontroverted that we can make the following three observations about 

FMS’s claims. First, FMS does not seek to dictate the terms governing its 

patients’ benefit plans, to regulate such plans, or to create alternative 

grounds for enforcing ERISA’s requirements against the plans. FMS’s 

claims, even if successful, would not impose disparate requirements on 

the defendant plans, so there is no risk of undermining Congress’s goal of 

a uniform national standard for administering ERISA plans. Second, 

FMS’s claims do not concern the “areas with which ERISA is expressly 

concerned—reporting, disclosure, fiduciary responsibility, and the like.” 

Dillingham, 519 U.S. at 330 (cleaned up). Third, FMS is not using its claims 

as a proxy for enforcing substantive rights conferred under ERISA. As 

explained above, FMS is a health-care provider with no substantive rights 

of its own under ERISA. And it has specifically disclaimed any derivative 

rights under ERISA it may have obtained by assignment from its patients. 

Instead, FMS seeks to vindicate only its contract-based rights against the 

Notre Dame and Beacon Health defendants and their third-party 

administrator arising under state law.

Despite these conclusions, however, two issues remain. The trial court 

held that even if the EOBs or other designated evidence established that 

FMS’s claims were adjudicated as covered under the plans, the claims 

would still be preempted because the question of how much is owed or 

payable to FMS still requires “the application of, reference to and/or 

interpretation of the plan documents.” And the court of appeals agreed: 

“[D]espite FMS’s assertion to the contrary, the trial court would have had 

to refer to and interpret the Beacon and Notre Dame Plans to determine 

(1) whether proper payment had been rendered, and, (2) if not, how much 

additional payment FMS was entitled to receive.” FMS, 120 N.E.3d at 

1021. Yet in its transfer petition, FMS takes issue with this 

characterization: “The trial court will not be asked to reference the Plans’ 

terms to determine the payment amount; the Plans contain no pricing 

terms and there is no interpretation left to be done for claims already 

adjudicated as covered.”

The mere fact that a court may have to consider or consult the terms of 

an ERISA-governed plan while adjudicating a state-law claim does not 
Indiana Supreme Court | Case No. 20S-PL-302 | May 11, 2020 Page 16 of 19

mean the claim is preempted. As the Seventh Circuit held in Kolbe & Kolbe 

Health & Welfare Benefit Plan v. Medical College of Wisconsin, Inc., 657 F.3d 

496 (7th Cir. 2011), there is no express preemption “merely because [a 

state-law claim] requires a cursory examination of ERISA plan 

provisions.” Id. at 504 (citation omitted). There, the court held the 

plaintiff’s claim was not preempted because resolving the breach-ofcontract claims required interpreting “only the member or service 

agreements and the provider agreements”. Id. at 504–05. See also Blue 

Cross of Cal.. v. Anesthesia Care Assocs. Med. Grp., Inc., 187 F.3d 1045, 1053 

(9th Cir. 1999) (finding no preemption because provider’s claims “do not 

involve construction of the terms of ERISA-covered benefit plans”).

b. Summary judgment entered erroneously

The record does not establish why the Notre Dame and Beacon Health 

plans did not pay FMS’s disputed claims. If the reason is that there is no 

right to payment under the plans, then the claims are expressly 

preempted. But to the extent a court must determine not whether a claim 

for services was covered but whether the plan paid less than the agreed 

provider rate for covered services based on an agreement separate from 

the plan, then the claim is not preempted. Based on our review of the 

EOBs and the other evidence designated on summary judgment, we 

cannot tell how these disputed claims were adjudicated under the plans. 

Given these disputes of material fact over whether FMS’s claims were 

denied based on the terms of the plans, we conclude that the trial court 

erred in entering summary judgment on this basis.

As mentioned, FMS argues that Meritain, as third-party administrator

issuing the EOBs, determined that FMS’s disputed claims were covered 

under the defendants’ ERISA plans, and that the plans failed to pay the 

negotiated amounts the parties had agreed FMS would receive for its 

services. Thus, according to FMS, its legal claims are based not on the 

plans themselves but on its separate agreements with the plans. FMS says 

the Court need only examine the EOBs to see whether the plans paid the 

negotiated rates for covered medical services. FMS says a plain reading of 
Indiana Supreme Court | Case No. 20S-PL-302 | May 11, 2020 Page 17 of 19

its designated EOBs shows that the claims were covered, including the 

claims that are entirely subject to the “Provider Discount”.

In contrast, both Notre Dame and Beacon Health dispute that FMS’s 

claims were deemed to be covered under their respective plans. They say 

they rejected FMS’s claims based on the plan documents. Notre Dame 

argues, for example, that certain claims were denied for lack of medical 

necessity and bundling issues. To support its argument, Notre Dame 

submitted certain EOBs that show the denial of some claims. But many of 

the Notre Dame EOBs were issued for different dates of service than the 

ones FMS offered to support its breach-of-contract claim. And we note 

that if there is an adverse benefit determination, ERISA’s claimsprocessing regulation requires that the “specific reason or reasons for the 

adverse determination” be provided, as well as “[r]eference to the specific 

plan provisions on which the determination is based”. See 29 C.F.R. § 

2650.503-1(g)(1)(i), (ii). Yet neither Notre Dame’s nor FMS’s designated 

EOBs provide specific reasons for adverse determinations or reference 

specific plan provisions. We hold that Notre Dame did not sustain its 

burden of affirmatively proving that FMS is challenging determinations of 

no coverage under the plans.

And, for its part, Beacon Health argues that it denied certain claims 

because they were not “clean claims”, designating the affidavit of Annette 

Vota to support its argument. In her affidavit, Vota stated that “[t]he 

claims submitted by [FMS], which [FMS] asserts where [sic] not paid, 

were not ‘clean claims’ and not entitled to payment”, and that FMS “has 

been paid in full for all clean claims, as well as for all covered claims.” But 

Beacon Health’s clean-claim argument fails on its own terms. Beacon 

Health’s network contract defines a clean claim as one “submitted by a 

provider for payment with no defect, impropriety, or particular 

circumstance requiring special treatment preventing payment. Basically, 

when the payor has received all information required to determine 

liability under the terms of the policy the claim is clean.” By issuing EOBs

on Beacon Health’s behalf, Meritain was able to determine liability under 

the policy’s terms—meaning FMS’s claims were clean. Additionally, just 

as with the Notre Dame EOBs, those designated by Beacon Health 

likewise did not meet the requirements of adverse benefit determinations 
Indiana Supreme Court | Case No. 20S-PL-302 | May 11, 2020 Page 18 of 19

under ERISA’s claims-processing regulation. See 29 C.F.R. § 2650.503-

1(g)(1)(i), (ii). For both reasons, we find that Beacon Health has failed to 

show there were adverse benefit determinations under its plans for FMS’s 

disputed medical services.

We refer to the Code of Federal Regulations not to suggest that Notre 

Dame or Beacon Health necessarily violated notice requirements imposed 

under federal law. Instead, we note the absence of such evidence only to 

underscore our uncertainty over whether FMS’s claims were indeed 

adjudicated as not covered under the plans, as Notre Dame and Beacon 

Health maintain.

* * *

Summary judgment was improper because the Notre Dame and Beacon 

Health defendants did not establish as a matter of law that FMS’s claims 

“enter[] a fundamental area of ERISA regulation”, Gobeille, 136 S. Ct. at 

946, or that its claims are “substantially dependent upon interpretation” of 

the defendants’ plan documents, Caterpillar, 482 U.S. at 395. Specifically, 

these defendants did not establish either (1) that FMS’s claims were 

adjudicated as covered under the defendants’ plans or (2) that a court 

would have to consult the various plans’ documents to determine whether 

FMS was underpaid and, if so, by how much.

Conclusion

For these reasons, we grant transfer, vacate the trial court’s entry of 

judgment in favor of the Notre Dame and Beacon Health defendants and 

against FMS, and remand for further proceedings not inconsistent with 

this opinion.

Rush, C.J., and Massa and Goff, JJ., concur.

David, J., concurs in result.
Indiana Supreme Court | Case No. 20S-PL-302 | May 11, 2020 Page 19 of 19

A T T O R N E Y S F O R A P P E L L A N T F M S N E P H R O L O G Y P A R T N E R S 

N O R T H C E N T R A L I N D I A N A D I A L Y S I S C E N T E R S , L L C

Bryan H. Babb

Bradley Dick

Bose McKinney & Evans LLP

Indianapolis, IN

Caroline Turner English

Brian D. Schneider

Emily Baver Slavin

Arent Fox LLP

Washington, D.C.

A T T O R N E Y S F O R A P P E L L E E S B E A C O N H E A L T H S Y S T E M , I N C ; 

B E A C O N H E A L T H S Y S T E M G R O U P B E N E F I T P L A N ; B E A C O N 

H E A L T H S Y S T E M G R O U P B E N E F I T P L A N -U N I O N PL A N

Richard B. Urda, Jr.

Urda Professional Corporation

South Bend, IN

Joseph L. Amaral

R. William Jonas

Hammerschmidt, Amaral & Jonas

South Bend, IN

A T T O R N E Y S F O R A P P E L L E E S U N I V E R S I T Y O F N O T R E D A M E D U 

L A C ; U N I V E R S I T Y O F N O T R E D A M E C H A H M O P L A N 

( M E D I C A L ) ; U N I V E R S I T Y O F N O T R E D A M E S E L E C T H M O P L A N 

( M E D I C A L ) ; U N I V E R S I T Y O F N O T R E D A M E P P O P L A N

( M E D I C A L )

Brian E. Casey

Kelly J. Hartzler

Alice J. Springer

Barnes & Thornburg LLP

South Bend, IN