FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

BRISTOL SL HOLDINGS, INC., a 

California corporation, in its capacity 

as the owner of the claims for Sure 

Haven, Inc., a California corporation, 

Plaintiff-Appellant, 

 v. 

CIGNA HEALTH AND LIFE 

INSURANCE COMPANY, a 

Connecticut corporation; CIGNA 

BEHAVIORAL HEALTH, INC., a 

Connecticut corporation, 

Defendants-Appellees.

No. 23-55019 

D.C. No. 

8:19-cv-00709-

PSG-ADS 

OPINION

Appeal from the United States District Court

for the Central District of California

Philip S. Gutierrez, Chief District Judge, Presiding

Argued and Submitted December 7, 2023

San Francisco, California

Filed May 31, 2024

Before: Sidney R. Thomas, Daniel A. Bress, and Anthony 

D. Johnstone, Circuit Judges.
2 BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE

Opinion by Judge Bress 

SUMMARY*

Employee Retirement Income Security Act / 

Preemption

Affirming the district court’s summary judgment in 

favor of the defendants in an action brought by a drug 

treatment center’s successor-in-interest, the panel held that 

the Employee Retirement Income Security Act of 1974 

preempted claims that a health plan administrator’s denial of 

reimbursements violated state law.

The plaintiff alleged that the treatment center’s calls to 

the plan administrator verifying out-of-network coverage 

and seeking authorization to provide health services created 

independent contractual obligations. There was no dispute 

that the patients and their treatment were covered under the 

health plans, but payment was later rejected based on feeforgiving, which the plans prohibited. (Fee-forgiving is a 

healthcare provider’s practice of failing to collect the 

financial contributions, such as co-pays and deductibles, that 

participants are required to pay under an ERISA plan.) 

The panel held that the plaintiff’s state law claims for 

breach of contract and promissory estoppel were preempted 

by ERISA because they had both a “reference to” and an 

“impermissible connection with” the ERISA plans that the 

* This summary constitutes no part of the opinion of the court. It has 

been prepared by court staff for the convenience of the reader.
 BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE 3 

defendants administered. The panel held that The Meadows 

v. Employers Health Ins., 47 F.3d 1006 (9th Cir. 1995) 

(holding that ERISA does not preempt third-party claims for 

reimbursement triggered by the complete absence of ERISA 

plan coverage), did not apply because, although the plaintiff 

brought its state law claims as an independent entity, its 

claims were not independent of an ERISA plan because they 

concerned the denial of reimbursement to patients who were 

covered under such plans. 

In a concurrently filed memorandum disposition, the 

panel affirmed the district court’s grant of summary 

judgment to the plan administrator on the plaintiff’s ERISA 

claim seeking recovery of plan benefits. 

COUNSEL

Dorothy F. Easley (argued), Easley Appellate Practice 

PLLC, Miami, Florida; Matthew M. Lavin and Aaron 

Modiano, Arnall Golden Gregory LLP, Washington, D.C.; 

John W. Tower, Law Office of John W. Tower, Encinitas, 

California; for Plaintiff-Appellant. 

William P. Donovan, Jr. (argued), McDermott Will & Emery 

LLP, Los Angeles, California; Richard W. Nicholson, Jr., 

McDermott Will & Emery LLP, New York, New York; for 

Defendants-Appellees.

Matthew S. Rozen, Max E. Schulman, and Robert A. Batista, 

Gibson Dunn & Crutcher LLP, Washington, D.C.; Heather 

L. Richardson, Gibson Dunn & Crutcher LLP, Los Angeles, 

California; for Amici Curiae The ERISA Industry 

Committee, American Benefits Council, and California 

Association of Health Plans. 
4 BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE

OPINION

BRESS, Circuit Judge:

A drug treatment center’s successor-in-interest claims 

that a health plan administrator’s denial of reimbursements

violated state law. The theory is that the treatment center’s

calls to the plan administrator verifying out-of-network 

coverage and seeking authorization to provide health

services created independent contractual obligations. We 

hold that the Employee Retirement Income Security Act of 

1974 (ERISA) preempts these state law claims. We affirm.1

I

A

Health care plans often designate providers as “innetwork” or “out-of-network.” In-network providers agree 

to render health care services to plan beneficiaries at a 

discounted rate, in exchange for greater access to the plan’s 

subscribers. Out-of-network providers do not agree to

provide services at any set rate, and so do not receive the 

same level of facilitated access to plan members. To confirm 

the cost and level of service provided by out-of-network 

providers, many health care plans require that out-ofnetwork services be “preauthorized” as a condition for 

coverage. Preauthorization will entail some form of 

communication between the plan administrator and the 

1 In a separate memorandum disposition issued concurrently with this 

opinion, we affirm the district court’s grant of summary judgment to the 

plan administrator on the plaintiff’s ERISA claim seeking recovery of 

plan benefits. See 29 U.S.C. § 1132(a)(1)(B).
BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE 5

provider, through which the plan administrator relays the 

patient’s eligibility for benefits. 

Plaintiff Bristol SL Holdings, Inc. is the successor-ininterest to Sure Haven, Inc., a defunct for-profit drug 

rehabilitation and mental health treatment center. When

Sure Haven was in operation, it received reimbursements 

from commercial insurance companies, including 

defendants Cigna Health and Life Insurance Company and

Cigna Behavioral Health, Inc. (collectively, “Cigna”).

Cigna provides plan administration services for employersponsored health insurance plans governed by ERISA. The

plan documents set the terms and conditions of the available 

health coverage, but they delegate to Cigna the authority to 

administer the plans.

Sure Haven was an out-of-network provider for Cignaadministered health plans, which meant that Cigna never 

contractually agreed to reimburse Sure Haven’s services at 

any set rate. Instead, before Sure Haven accepted a patient

covered by a Cigna-administered plan, Sure Haven would 

place a “verification call” to Cigna to determine whether the 

patient qualified for out-of-network benefits and to find out

the applicable reimbursement rate. If the patient was eligible

for coverage, Cigna would quote Sure Haven a 

reimbursement rate in the form of a percentage of the “usual 

and customary rate” (UCR) charged for Sure Haven’s

services. The plans defined the maximum reimbursable 

charge for each service based on UCR. Once a patient’s 

therapy was underway, Sure Haven would place additional 

“authorization calls” to Cigna to confirm that the patient’s 

plan authorized the specific treatments that Sure Haven 

intended to provide. 
6 BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE

For several years, Cigna reimbursed Sure Haven without

incident. In April 2014, however, Cigna became suspicious 

that Sure Haven was improperly failing to collect the 

financial contributions (co-pays, deductibles, etc.) that plan 

participants were required to pay under the plans. This

practice, known as “fee-forgiving,” inflates insurance costs 

at an insurer’s expense by eliminating the financial incentive 

for patients to seek cheaper in-network care. The Cignaadministered health plans permit Cigna to deny 

reimbursement of “charges which [Cigna members] are not 

obligated to pay or for which [Cigna members] are not 

billed.” It is not disputed in this litigation that this 

contractual language permits Cigna to deny claims on 

account of fee-forgiving. See N. Cypress Med. Ctr. 

Operating Co., Ltd. v. Cigna Healthcare, 952 F.3d 708, 711, 

715 (5th Cir. 2020); Kennedy v. Conn. Gen. Life Ins. Co., 

924 F.2d 698, 701–02 (7th Cir. 1991); see also SmileCare 

Dental Grp. v. Delta Dental Plan of Cal., Inc., 88 F.3d 780, 

783 (9th Cir. 1996) (noting that we previously “adopted the 

Seventh Circuit’s reasoning in Kennedy” which “approv[ed] 

an insurer’s prohibition on providers’ waiver of patient copayments”). Nor is there any suggestion that Sure Haven 

was unaware of the fee-forgiving prohibition (its defense on 

the merits is that it did not engage in fee-forgiving).

After gathering additional evidence that supported its 

suspicions, Cigna sent Sure Haven a letter in February 2015 

detailing its concerns. Quoting the above language from the

plans, Cigna explained that it would deny claims submitted 

by Sure Haven unless they were accompanied by “a credit 

card receipt, a cancelled check, or some other form of 

documentation showing that the Cigna customer actually 

incurred and personally paid the expense.” Cigna then 

placed a “fee-forgiving flag” on Sure Haven’s requests for 
BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE 7

reimbursement, declining every subsequent claim for which 

Sure Haven failed to provide adequate proof of patient 

payment. 

Based on Sure Haven’s alleged fee-forgiving, Cigna 

refused to reimburse the treatment of 106 patients. 

According to Bristol, those unreimbursed claims total over 

$8.6 million. Sure Haven filed for bankruptcy in 2017. 

Bristol—a holding company owned by the three former 

shareholders of Sure Haven—purchased Sure Haven’s 

insurance claims against Cigna from the bankruptcy estate. 

Bristol then began negotiating with Cigna over payment. 

When negotiations failed, Bristol sued Cigna in federal 

court.

B

Bristol’s complaint asserted an ERISA claim for 

recovery of plan benefits under 29 U.S.C. § 1132(a)(1)(B) 

and various state law contract and fraud claims. With 

respect to ERISA, Bristol alleged that the plan participants 

and beneficiaries (the Sure Haven patients) had assigned 

payment of their insurance benefits to Sure Haven, for whom 

Bristol was now the successor-in-interest through its 

purchase of Sure Haven’s claims in bankruptcy. See 

Spinedex Physical Therapy USA Inc. v. United Healthcare 

of Ariz., Inc., 770 F.3d 1282, 1289–91 (9th Cir. 2014) 

(discussing medical providers’ ability to sue under ERISA 

as an assignee of patients’ claims for payment of benefits). 

Bristol’s overarching state law theory, meanwhile, was that

Cigna’s representations during the verification and 

authorization calls created enforceable agreements to 

reimburse Sure Haven at a certain percentage of UCR, which 
8 BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE

Cigna breached when it later refused to make payments due 

to Sure Haven’s alleged fee-forgiving.

2 

The district court initially dismissed Bristol’s ERISA 

claim on the ground that Bristol lacked statutory standing as 

Sure Haven’s assignee. It also dismissed most of Bristol’s 

state law claims under Rule 12(b)(6), and then later granted 

summary judgment on the three remaining claims: breach of 

oral contract, breach of implied contract, and promissory 

estoppel. In the district court’s view, Bristol had “failed to 

prove that a Cigna call representative’s authorization [of 

treatment] meant a promise to pay a specific price.” 

Bristol appealed. In Bristol SL Holdings, Inc. v. Cigna 

Health & Life Insurance Co., 22 F.4th 1086, 1092 (9th Cir. 

2022) (Bristol I), we reversed the dismissal of Bristol’s 

ERISA claim, holding that Bristol had derivative standing to 

sue for unpaid benefits as Sure Haven’s successor-in-interest

through bankruptcy proceedings. In an accompanying 

memorandum disposition, we also reversed the district 

court’s grant of summary judgment on Bristol’s breach of 

contract and promissory estoppel claims. See Bristol SL 

Holdings, Inc. v. Cigna Health & Life Ins. Co., 2022 WL 

137547, at *1 (9th Cir. 2022) (Bristol I memorandum 

disposition). As to these claims, we observed that, “[i]n 

addition to the hundreds of verification and authorization 

calls, Bristol introduced evidence of a prior course of dealing 

with Cigna, specific and individualized treatment plans, as 

well as agreements over specific percentages of UCR rates 

for the services rendered.” Id. This evidence, we held, was 

“sufficient for a reasonable factfinder to conclude that an 

2 In our accompanying memorandum disposition on Bristol’s ERISA 

claim, we conclude that Cigna identified sufficient proof of Sure Haven’s

fee-forgiving.
BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE 9

enforceable contract had been formed under governing 

California law.” Id. But we expressly reserved judgment 

“on whether any or all of Bristol’s state law claims are 

preempted by ERISA.” Id. at n.3 (citing 29 U.S.C. 

§ 1144(a)). 

On remand, the district court allowed the parties to 

conduct additional discovery and granted Cigna leave to 

amend its answer to add an ERISA preemption defense. 

Cigna moved for summary judgment a second time. The 

district court granted Cigna’s motion, ruling (as relevant 

here) that ERISA preempts Bristol’s state law claims for 

breach of contract and promissory estoppel based on the 

verification and authorization calls. 

Bristol now appeals again. The Bristol I memorandum 

disposition contemplated that preemption may be a valid 

defense to Bristol’s state law claims. See 2022 WL 137547, 

at *1 n.3. Because we previously left open the possibility 

that ERISA could preempt Bristol’s state law claims, we 

reject Bristol’s contention that Cigna was prevented from 

raising the preemption issue and that the district court was 

precluded from addressing it. We review the district court’s

preemption determination de novo. Johnson v. Couturier, 

572 F.3d 1067, 1078 (9th Cir. 2009). 

II

ERISA preempts “any and all State laws insofar as they 

may now or hereafter relate to any employee benefit plan” 

that ERISA covers. 29 U.S.C. § 1144(a). This “clearly 

expansive” preemption provision, N.Y. State Conf. of Blue 

Cross & Blue Shield Plans v. Travelers Ins. Co., 514 U.S. 

645, 655 (1995), extends to state common law causes of 

action, see, e.g., Or. Teamster Emps. Tr. v. Hillsboro 

Garbage Disposal, Inc., 800 F.3d 1151, 1155 (9th Cir. 
10 BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE

2015). The Supreme Court has identified “‘two categories’ 

of state law claims that ‘relate to’ an ERISA plan—claims 

that have a ‘reference to’ an ERISA plan, and claims that 

have ‘an impermissible “connection with”’ an ERISA plan.” 

Depot, Inc. v. Caring for Montanans, Inc., 915 F.3d 643, 665 

(9th Cir. 2019) (quoting Gobeille v. Liberty Mut. Ins. Co., 

577 U.S. 312, 319 (2016)); see also Howard Jarvis 

Taxpayers Ass’n v. Cal. Secure Choice Ret. Sav. Program, 

997 F.3d 848, 858 (9th Cir. 2021).

The question in this case is whether ERISA preempts 

state law contract claims based on an out-of-network 

provider’s calls to a plan administrator seeking to verify plan 

coverage and obtain preauthorization for medical services, 

where there is no dispute that the patients and their treatment 

were covered under the plans but where payment was later 

rejected based on fee-forgiving, which the plans prohibited. 

We hold that Bristol’s state law claims are preempted 

because they have both a “reference to” and an 

“impermissible connection with” the ERISA plans that

Cigna administers. Although ERISA’s preemption 

provision is not boundless, see Gobeille, 577 U.S. at 319, the 

state law claims at issue here fall within its ambit.

A

We begin by analyzing Bristol’s claims under the 

“reference to” aspect of ERISA express preemption. “A 

state-law claim has a ‘“reference to” an ERISA plan’ if it ‘is 

premised on the existence of an ERISA plan’ or if ‘the 

existence of the plan is essential to the claim’s survival.’” 

Depot, 915 F.3d at 665 (quoting Hillsboro Garbage, 800 

F.3d at 1155–56). The Supreme Court thus “has had no 

trouble holding that ERISA preempts” state law claims “that

‘provid[e] alternative enforcement mechanisms’” for ERISA
BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE 11

plan obligations. Dishman v. UNUM Life Ins. Co. of Am., 

269 F.3d 974, 981 (9th Cir. 2001) (quoting Travelers, 514 

U.S. at 658) (alteration in original). We have similarly 

explained that, when a plaintiff’s state law claim is “[i]n 

reality” a “challenge [to] the administration of ERISA plan 

benefits,” it is preempted and may not proceed. Greany v. 

W. Farm Bureau Life Ins. Co., 973 F.2d 812, 818 (9th Cir. 

1992). 

In Greany, for example, the plaintiffs, husband and wife,

sued the husband’s employer and plan administrator for 

negligence after the defendants’ clerical error prevented the 

plaintiffs from converting their ERISA plan to an individual 

policy, which led to a loss of coverage. Id. at 815–16, 818. 

We explained that, because conversion was a “benefit 

provided pursuant to the ERISA group plan,” the plaintiffs’

“negligence claim was not based on breach of a duty owed 

to [plaintiffs] by [his employer] that was independent from 

. . . the group plan.” Id. at 818. Instead, the plaintiffs were 

simply challenging “the administration of ERISA plan 

benefits, specifically the conversion rights.” Id. That meant 

the claim was preempted. Id.

We reached a similar conclusion in Bast v. Prudential 

Insurance Company of America, 150 F.3d 1003 (9th Cir. 

1998), as amended. There, a plaintiff plan member sued the

plan administrator for breach of contract and loss of 

consortium after the administrator delayed authorizing

lifesaving treatment for the plaintiff’s wife. Id. at 1005–06. 

We held that these state law causes of action alleged the

“improper processing of a claim for benefits under an 

insured employee benefit plan.” Id. at 1007. ERISA 

therefore preempted them. Id. at 1008. 
12 BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE

Like the claims at issue in Greany and Bast, Bristol’s 

breach of contract and promissory estoppel claims are 

“ERISA benefits claim[s] in the garb of [] state law.” 

Dishman, 269 F.3d at 983. When Sure Haven called Cigna

to verify out-of-network coverage, the context for this 

communication concerned whether reimbursement was 

available under the ERISA plans that Cigna administers. 

There is no dispute that the patients were indeed covered by 

the plans, and when Sure Haven sought preauthorization to 

perform certain treatments, it was seeking clearance to 

provide what all agree were plan-covered services. Later, 

when Cigna refused to reimburse Sure Haven, it did so 

because Sure Haven’s fee-forgiving meant that the terms of 

the ERISA plans no longer permitted payment. 

By attempting to secure plan-covered payments

discussed via phone through the alternative means of state

contract law, Bristol is “seeking to obtain through a [state 

contract] remedy that which [it] could not obtain through 

ERISA.” Id. This effort triggers preemption. That Bristol’s 

claims have a “reference to” the Cigna-administered ERISA 

plans is only further confirmed by the fact that Bristol has 

brought a parallel claim for the denial of ERISA benefits as 

the plan participants’ assignee.

Bristol’s state law claims also rely on the substance of 

the ERISA plans to calculate damages. As discussed, 

Bristol’s theory of state law liability is that Cigna’s 

representations during the verification and authorization 

calls created enforceable contracts to pay Sure Haven certain 

percentages of UCR. But the plans set different 

reimbursement rates based on specified formulae. And 

Bristol specifically invokes Cigna’s plan terms to supersede 

any representations that Cigna made on the calls, arguing in 

its opening brief that, “[t]o the extent any stated percentages 
BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE 13

Cigna set forth on the verification calls are inconsistent with 

the plans’ documents, the plan payment rate may potentially 

apply . . . .” Bristol’s reliance on the plans for its state law

theories supports preemption under the “reference to” test.

Bristol strives to characterize its claims as 

“independently based on Cigna’s failure to make proper 

payment to Sure Haven pursuant to Cigna’s actions and 

representations on its verification calls,” rather than on “any 

legal duty imposed by ERISA.” But the record reveals that 

the terms of Cigna’s plans are central to the state law claims. 

We thus hold that Bristol’s state law contract claims are 

preempted because they have an impermissible “reference 

to” ERISA plans. 

B

We reach the same result when analyzing Bristol’s 

claims under the “connection with” test for ERISA 

preemption. “A claim has an impermissible connection with 

an ERISA plan if it governs a central matter of plan 

administration or interferes with nationally uniform plan 

administration, or if it bears on an ERISA-regulated 

relationship.” Depot, 915 F.3d at 666 (internal citations and 

quotation marks omitted). If allowed to proceed, Bristol’s 

state law claims would do at least two of the three.

First, permitting state law liability on Bristol’s claims 

would unduly intrude on a “central matter of plan 

administration,” namely, Cigna’s overarching system of 

verifying out-of-network coverage and authorizing 

treatment by phone, while later conditioning reimbursement 

on whether a medical provider has secured the proper 

financial contributions from plan participants. Pre-treatment 

verification of out-of-network plan coverage and 

authorization of medical services are standard features of 
14 BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE

modern managed care. See Ani Turner et al., Impacts of 

Prior Authorization on Health Care Costs and Quality: A 

Review of the Evidence, Center for Value in Health Care, at 

4 (Nov. 2019); J. Scott Andresen, Is Utilization Review the 

Practice of Medicine? Implications for Managed Care 

Administrators, 19 J. Legal Med. 431, 432 (1998). Indeed, 

Bristol represents that Sure Haven had more than 1,000 calls 

with Cigna concerning the 106 patients at issue. 

Preauthorization communications between out-of-network 

providers and plan administrators focus care on medically 

appropriate treatments while ensuring that the typically more 

expensive out-of-network care is cost-justified. See Gov’t 

Accountability Off., Medicare: CMS Should Take Actions to 

Continue Prior Authorization Efforts to Reduce Spending, at 

6 (Apr. 2018); Wendy Warring & Lauren E. M. Bedel, 

Streamlining Prior Authorization: Final Report & 

Recommendations, Network for Excellence in Health 

Innovation, at 12–13 (Sept. 30, 2021); Andresen, 19 J. Legal 

Med. at 432, 434. The enforcement of plan prohibitions on 

fee-forgiving is also a regular feature of health plan 

management. See, e.g., N. Cypress, 898 F.3d at 470; 

Davidowitz v. Delta Dental Plan of Cal., Inc., 946 F.2d 

1476, 1479 (9th Cir. 1991); Kennedy, 924 F.2d at 699; John 

L. Utz, Network Viability and the Emboldened Out-ofNetwork Provider, 23 No. 2 ERISA Litig. Rep. 11 (2015).

By Bristol’s theory of state contract law liability, 

however, every time a plan administrator verifies plan 

coverage in standard pre-treatment calls, but then later

denies reimbursement for prohibited fee-forgiving, the 

insurer would be legally bound to make payment based on 

the earlier call. That obligation would be at odds with the 

way ERISA plans operate, because reimbursement under a 

plan is ultimately contingent on information and events 
BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE 15

beyond the initial verification and preauthorization

communications. 

The facts of this case demonstrate the problem with the 

state law regime that Bristol desires. The Cignaadministered plans, as interpreted, prohibit reimbursement 

of out-of-network treatment rendered without the required 

financial contributions from plan participants. But plan 

administrators typically cannot determine whether 

participants will make those contributions until after services 

have been preauthorized, rendered, and submitted for 

reimbursement. Subjecting plan administrators to the 

prospect of binding contracts through pre-treatment calls 

would thus risk stripping them of their ability to enforce plan 

terms that cannot be applied prior to treatment, whether 

related to fee-forgiving or otherwise. The resulting Catch22—that administrators must abandon either their plan terms 

or their preauthorization programs—is the kind of intrusion 

on plan administration that ERISA’s preemption provision

seeks to prevent. See Gobeille, 577 U.S. at 320 (explaining 

that state law can have an impermissible “connection with” 

ERISA plans if it “force[s] an ERISA plan to adopt a certain 

scheme” of coverage) (quoting Travelers, 514 U.S. at 668); 

Ky. Ass’n of Health Plans, Inc. v. Nichols, 227 F.3d 352, 

362–63 (6th Cir. 2000) (holding that ERISA preempted state 

statute requiring plans to reimburse out-of-network 

providers under “connection with” standard because the 

state law “directly affect[ed] the administration of the 

[insurer’s] plans”).

Second, and for similar reasons, allowing liability on 

Bristol’s state law claims would impermissibly “interfere[]

with nationally uniform plan administration.” Depot, 915 

F.3d at 666 (quoting Gobeille, 577 U.S. at 320). One goal 

of ERISA is to “induc[e] employers to offer benefits by 
16 BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE

assuring a predictable set of liabilities, under uniform 

standards of primary conduct and a uniform regime of 

ultimate remedial orders and awards when a violation has 

occurred.” Rush Prudential HMO, Inc. v. Moran, 536 U.S. 

355, 379 (2002). But if providers could use state contract 

law to bind insurers to their representations on verification 

and authorization calls regardless of plan rules on billing 

practices, benefits would be governed not by ERISA and the 

plan terms, but by innumerable phone calls and their variable 

treatment under state law. This is the type of discordant 

regime that “ERISA’s comprehensive pre-emption of state 

law was meant to minimize.” Shaw v. Delta Air Lines, Inc., 

463 U.S. 85, 105 n.25 (1983). 

For all these reasons, “connection with” preemption 

applies.

C

Notwithstanding the foregoing, Bristol relies on The 

Meadows v. Employers Health Insurance, 47 F.3d 1006 (9th 

Cir. 1995) to argue that there can be no preemption because 

Bristol is suing “not as an assignee of a purported ERISA 

beneficiary, but as an independent entity claiming 

damages.” Id. at 1008. It is true that Bristol brings its state 

law claims as an independent entity. But Bristol 

misapprehends The Meadows. The Meadows does not 

govern a case such as this, in which the plaintiff’s claims are 

not independent of an ERISA plan because they concern the 

denial of reimbursement as to patients who were covered 

under such plans. 

In The Meadows, a substance abuse treatment facility

contacted a plan administrator to verify health insurance 

coverage for Mr. and Mrs. Friedel. Id. at 1007–08. The plan 

administrator stated on telephone calls that the Friedels were 
BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE 17

eligible for treatment, later confirming this to the treatment 

facility in writing. Id. The substance abuse center then 

provided treatment to both Mr. and Mrs. Friedel. Id. When 

the Friedels’ treatment concluded, however, the plan 

administrator refused to pay, newly asserting that the plan 

did not cover the Friedels because before receiving 

treatment, Mr. Friedel had terminated his employment, “at 

which time his ERISA medical coverage ceased.” Id. at 

1007–08, 1010. Seeking reimbursement for the costs of 

care, the treatment facility sued the plan administrator for 

negligent misrepresentation, estoppel, and breach of contract 

based on its oral and written representations of coverage. Id. 

at 1008. 

We held that ERISA did not preempt the treatment 

center’s state law claims. Id. at 1009. We explained that the 

claims fell “outside the bounds of the ERISA ‘relates to’ 

standard because neither [the treatment facility] nor the 

Friedels had any existing ties to the ERISA plan” when the 

medical care was provided. Id. Because their ERISA 

coverage had lapsed before they ever contacted the facility,

“the Friedels were not beneficiaries of any plan at the time 

[the plan administrator] misrepresented the existing 

coverage.” Id. at 1010. When the state law claims at issue 

“arose because there was no plan coverage for the Friedels,” 

those claims neither “implicated the administration of the

ERISA plan” nor “expand[ed] the rights of the patient to 

receive benefits under the terms of the plan.” Id. This made 

ERISA preemption inappropriate. Id.

The Meadows stands for the proposition that ERISA 

preemption does not apply when state law claims are 

triggered by the complete lack of any ERISA plan. The 

Meadows accordingly has no bearing on this case, in which

Bristol is seeking reimbursement for services provided to 
18 BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE

patients who were covered by ERISA plans at the time of 

Cigna’s alleged oral representations.

In explaining its conclusion that ERISA preemption does 

not apply to claims premised on the absence of a governing 

plan, The Meadows also made the broader observation that 

“ERISA does not preempt a third-party provider’s 

independent state law claims against a plan.” Id. But The 

Meadows does not stand for the principle that all state law 

claims by a third-party provider fall outside the scope of 

ERISA preemption.

The reference in The Meadows to “independent state law 

claims” means claims “independent” of an ERISA plan, not 

claims arising from an “independent” source of law. The 

claims in The Meadows were independent because there was 

no operative ERISA plan. Cf. Greany, 973 F.2d at 818 

(explaining that claims are not “independent” from an 

ERISA plan when they concern benefits provided by that

plan). Here, the plan participants were covered by extant 

ERISA plans, so Bristol’s state law claims are not 

“independent” within the meaning of The Meadows. See 

Trustmark Life Ins. Co. v. Univ. of Chi. Hosps., 207 F.3d 

876, 882 (7th Cir. 2000) (distinguishing The Meadows as 

being based on the insurer’s “mistaken assurances” as to 

“whether patients were covered by the insurer’s policy”).

Reading The Meadows broadly to allow any state law 

claim by a medical provider, regardless of whether its claims 

were for benefits covered by an ERISA plan, would not be 

consistent with The Meadows’ key facts and core analysis. 

As we have discussed, The Meadows repeatedly emphasized 

that the claims it addressed lay “outside the bounds of the 

ERISA ‘relates to’ standard because neither the [facility] nor 

the Friedels had any existing ties to the ERISA plan.” 47 
BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE 19

F.3d at 1009; see also id. at 1010 (“[T]he claims arose 

because there was no plan coverage for the Friedels . . . .”). 

Confirming this interpretation, the two authorities upon 

which The Meadows primarily relied, Harris v. Provident 

Life and Accident Insurance Co., 26 F.3d 930, 933–34 (9th 

Cir. 1994), and Memorial Hospital System v. Northbrook 

Life Insurance Co., 904 F.2d 236, 239 (5th Cir. 1990), 

likewise concerned claims regarding patients who were not 

ERISA plan beneficiaries. 

The Meadows specifically relied upon Harris’s holding 

that ERISA preemption did not apply when “an employee 

decided not to purchase ERISA benefits” and thus “never 

became a plan beneficiary,” allegedly because of the 

misrepresentations of an ERISA plan administrator. 47 F.3d 

at 1009 (citing Harris, 26 F.3d at 933). The Meadows

similarly relied on the Fifth Circuit’s decision in Memorial 

Hospital to reason that “if a patient was not covered under 

the ERISA plan . . . a provider’s subsequent civil recovery 

against the insurer in no way expands the rights of the patient 

to receive benefits under the terms of the plan.” Id. at 1010

(citing Memorial Hosp., 904 F.2d at 246). The Meadows is 

properly read as following the Fifth Circuit’s lead in finding 

not preempted those state law claims that arise not “due to 

the patient’s coverage under an ERISA plan, but precisely 

because there is no ERISA plan coverage.” Memorial Hosp., 

904 F.2d at 246. That, however, is not the situation in this 

case.

The other out-of-circuit authorities that Bristol cites 

largely stand for the same proposition as The Meadows: 

ERISA does not preempt third-party claims for 

reimbursement triggered by the complete absence of ERISA 

plan coverage. See, e.g., Memorial Hospital, 904 F.2d at 

246; Franciscan Skemp Healthcare, Inc. v. Cent. States Joint 
20 BRISTOL SL HOLDINGS V. CIGNA HEALTH & LIFE

Bd. Health & Welfare Tr. Fund, 538 F.3d 594, 596–99 (7th 

Cir. 2008) (relying on The Meadows); Hospice of Metro 

Denver, Inc. v. Grp. Health Ins. of Okla., Inc., 944 F.2d 752, 

755 (10th Cir. 1991) (per curiam). 

Some circuits have permitted providers’ state law claims 

for misrepresentation of health coverage to proceed when the

patients were covered by an ERISA plan, but—contrary to 

the insurer’s representations—lacked coverage for the 

specific treatment rendered. See, e.g., Plastic Surgery Ctr., 

P.A. v. Aetna Life Ins. Co., 967 F.3d 218, 224 (3d Cir. 2020); 

Access Mediquip L.L.C. v. UnitedHealthcare Ins. Co., 662 

F.3d 376, 383–84 (5th Cir. 2011); Lordmann Enters., Inc. v. 

Equicor, Inc., 32 F.3d 1529, 1533–34 (11th Cir. 1994). This 

line of authority is likewise distinguishable from this case. 

Here, there is no evidence that the 106 patients in question

were ineligible for coverage at the time of the verification 

and authorization calls, or that Cigna misrepresented patient 

coverage, or the extent of coverage, during the calls. By 

Bristol’s own allegations, these patients were eligible for 

coverage at the time of the preliminary calls. 

Reimbursement was instead denied because Cigna later 

determined that Sure Haven had engaged in fee-forgiving, in 

violation of plan terms. Under these circumstances, Bristol’s 

state law claims “relate to” the Cigna-administered plansthat 

covered the patients and disallowed fee-forgiving.

* * *

For the reasons set forth here and in our accompanying 

memorandum disposition, the judgment of the district court 

is

AFFIRMED.