UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

DEBRA FRIZZELL,

Plaintiff,

VS.

RAYTHEON GROUP LIFE

INSURANCE PLAN,

Defendant.

)

)

)

) CIVIL ACTION NO.

)

) 3:06-CV-0313-G

)

) ECF

)

)

MEMORANDUM OPINION AND ORDER

Before the court is the motion by the defendant Raytheon Group Life

Insurance Plan (“Raytheon” or “the defendant”) for summary judgment. For the

reasons stated herein, the motion is denied.

I. BACKGROUND

This dispute under the Employee Retirement Income Security Act (“ERISA”)

arises from Raytheon’s denial of a claim for benefits filed by the plaintiff Debra

Frizell (“Frizzell” or “the plaintiff”) following the death of her ex-husband. Frizzell,

through her employer Raytheon, was offered the opportunity to purchase optional

dependent life insurance; she chose to purchase optional coverage on the life of her

 

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then husband David Frizzell (“Mr. Frizzell”). See Plaintiff’s Original Petition

(“Petition”) ¶ 5, attached to Notice of Removal. The enrollment date for Mr. Frizzell

was on or about January 1, 2002. See Affidavit of Debra Frizell (“Frizzell Affidavit”)

¶ 2, attached to Brief in Support of Plaintiff’s Response to Defendant’s Motion for

Summary Judgment (“Response”) as Exhibit 1. 

The summary plan description (“SPD”) for the plan reads as follows with

respect to eligibility for enrollment: “Eligible Dependents[.] When you elect life

insurance for yourself, you can also enroll you eligible dependents for life insurance. 

Your eligible dependents include your: Legal spouse/same-sex domestic partner . . .”. 

Appendix in Support of Defendant’s Brief in Support of Motion for Summary

Judgment (“Appendix”) at 32 (emphasis in original). The SPD expressly lists only

one instance in which optional dependent life insurance coverage will be cancelled --

if the employment of the plan participant is terminated. Id. at 74. The only

disqualifying event stated in the SPD regarding optional dependent life insurance is if

the dependent’s death is occasioned by suicide. Id. at 72. Unlike the SPD, the

certificate of insurance states that coverage on an optional dependent life insurance

policy ends on “the date that the Dependent ceases to be your Dependent.” Id. at

137.

Mr. Frizzell died on June 6, 2004. Petition ¶ 5. Prior to his death, he and the

plaintiff were divorced. Id. ¶ 7. It is undisputed that the plaintiff paid her premiums

 

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in full on the optional dependent life insurance policy from the date of enrollment

through the date of Mr. Frizzell’s death. Frizzell Affidavit ¶ 2. After the death of Mr.

Frizzell, the plaintiff filed a claim on the policy with the plan administrator,

Metropolitan Life Insurance Company (“MetLife”); that claim was denied based on

the fact that Mr. Frizzell was not the “legal spouse” of the plaintiff at the time of his

death. Petition ¶¶ 5, 7. Frizzell appealed the initial denial, and MetLife affirmed its

earlier decision.

While both parties are in agreement on nearly all of the underlying facts, there

is at least one substantial area of disagreement. Raytheon claims that Frizzell, prior

to the death of Mr. Frizzell but after their divorce, called the plan administrator to

inform the administrator of the divorce; the defendant further alleges that Frizzell

retracted her statement after being informed that the optional life insurance coverage

would be cancelled because Mr. Frizzell was no longer her legal spouse. See Motion

for Summary Judgment at 11-12. Frizzell denies that she was ever informed that her

divorce from Mr. Frizzell would result in cancellation of the optional dependent life

insurance policy. Frizzell Affidavit ¶ 4.

Frizzell filed this case in the 162nd Judicial District Court, Dallas County,

Texas; the petition asserted a solitary claim -- state law breach of contract. The case

was timely removed to this court based on the basis of complete ERISA preemption. 

This motion for summary judgment followed.

 

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II. ANALYSIS

A. ERISA Preemption

As a threshold matter, the court first must determine whether ERISA preempts

the state law breach of contract claim asserted against Raytheon and, if so, whether

the ERISA preemption can displace that state law cause of action. Though the parties

are in agreement that ERISA should govern the cause of action, the court must

engage in the preemption examination because the preemption issue directly

implicates this court’s subject matter jurisdiction. 

In determining whether a claim arises under federal law, the well-pleaded

complaint rule allows a plaintiff to be the “master to decide what law [s]he will rely

upon” in pursuing her claims. The Fair v. Kohler Die & Specialty Company, 228 U.S.

22, 25 (1913); see also Beneficial National Bank v. Anderson, 539 U.S. 1, 6-7 (2003);

Aaron, 876 F.2d at 1160-61. Where potential remedies exist under both state and

federal law, a plaintiff may choose to proceed only under state law and avoid federal

court jurisdiction. Caterpillar, Inc. v. Williams, 482 U.S. 386, 392 (1987); Carpenter v.

Wichita Falls Independent School District, 44 F.3d 362, 366 (5th Cir. 1995). “There is

an exception to the well-pleaded complaint rule, though, if Congress ‘so completely

pre-empt[s] a particular area that any civil complaint raising this select group of

claims is necessarily federal in character.’” Arana v. Ochsner Health Plan, 338 F.3d

433, 437 (5th Cir. 2003) (en banc) (quoting Metropolitan Life Insurance Company v.

 

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Taylor, 481 U.S. 58, 63-64 (1987)), cert. denied, 540 U.S. 1104 (2004). Because

Frizzell’s suit asserts a claim arising only under state law, this court does not have

federal question jurisdiction unless federal law completely preempts the state law

claim.

The Supreme Court has held that state-law claims seeking relief within the

scope of ERISA § 502(a)(1)(B) must be recharacterized as arising under federal law,

and as such, are removable to federal court. Metropolitan Life, 481 U.S. at 60, 67; see

also Ramirez v. Inter-Continental Hotels, 890 F.2d 760, 762 (5th Cir. 1989). According

to § 502(a)(1)(B), ERISA’s civil enforcement provision:

§ 1132. Civil enforcement

(a) Persons empowered to bring a civil

action

A civil action may be brought --

(1) by a participant or

beneficiary --

* * *

(B) 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 . . . .

 

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1 Under ERISA, an “employee welfare benefit plan” is any “plan . . .

established or maintained by an employer . . . for the purpose of providing for its

participants . . . through the purchase of insurance . . . benefits in the event of . . .

death.” 29 U.S.C. § 1002(1)(A).

2 The damages sought by Frizzell are limited to recovery under the policy

and attorneys’ fees pursuant to ERISA. Petition ¶¶ 9-11.

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29 U.S.C. § 1132(a)(1)(B). When a claimant seeks relief “within the scope of

[ERISA’s] civil enforcement provisions,” her claim is subject to complete preemption. 

Metropolitan Life, 481 U.S. at 66. Complete preemption “‘recharacterizes’ preempted

state law claims as ‘arising under’ federal law for the purposes of . . . making removal

available to the defendant.” McClelland v. Gronwaldt, 155 F.3d 507, 516 (5th Cir.

1998); see also Johnson v. Baylor University, 214 F.3d 630, 632 (5th Cir.), cert. denied,

531 U.S. 1012 (2000). To determine whether removal was proper, therefore, the

court must examine the contours of Frizzell’s state law claim as it relates to complete

preemption.

The court has no doubt that the state law breach of contract claim is

completely preempted by ERISA right of action to collect under the policy terms. 

The plan in question fits within the definition of an employee welfare benefit plan1

and the cause of action is undoubtedly to recover under that plan.2 Accordingly,

Frizzell’s breach of contract claim can be recharacterized as a federal claim for

purposes of federal question jurisdiction and it is “transmogrified” into an ERISA

claim. See Copling v. Container Store, Inc., 174 F.3d 590, 595 (5th Cir. 1999). 

 

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Because of complete preemption, the plaintiff’s state law breach of contract claim is

converted into an ERISA claim under 29 U.S.C. § 1132.

B. Legal Standard for Summary Judgment

Summary judgment is proper when the pleadings and evidence before the court

show that no genuine issue exists as to any material fact and that the moving party is

entitled to judgment as a matter of law. FED. R. CIV. P. 56(c); see also Celotex

Corporation v. Catrett, 477 U.S. 317, 323 (1986). The disposition of a case through

summary judgment “reinforces the purpose of the Rules, to achieve the just, speedy,

and inexpensive determination of actions, and, when appropriate, affords a merciful

end to litigation that would otherwise be lengthy and expensive.” Fontenot v. Upjohn

Company, 780 F.2d 1190, 1197 (5th Cir.1986).

While all of the evidence must be viewed in a light most favorable to the

nonmovant, Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986) (citing Adickes v.

S.H. Kress & Company, 398 U.S. 144, 158-59 (1970)), neither conclusory allegations

nor unsubstantiated assertions will satisfy the nonmovant's summary judgment

burden. Calbillo v. Cavender Oldsmobile, Inc., 288 F.3d 721, 725 (5th Cir.2002) (citing

Little v. Liquid Air Corporation, 37 F.3d 1069, 1075 (5th Cir.1994) (en banc)). A

genuine issue of material fact exists “if the evidence is such that a reasonable jury

could return a verdict for the nonmoving party.” Anderson, 477 U.S. at 248.

 

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The movant makes the necessary showing by informing the court of the basis

of its motion and by identifying the portions of the record which reveal there are no

genuine material fact issues. Celotex, 477 U.S. at 323. The pleadings, depositions,

admissions, and affidavits, if any, must demonstrate that no genuine issue of material

fact exists. FED. R. CIV. P. 56(c). 

If the movant makes the required showing, the nonmovant must then direct

the court’s attention to evidence in the record sufficient to establish that there is a

genuine issue of material fact for trial. Celotex, 477 U.S. at 323-24. To carry this

burden, the “opponent must do more than simply show . . . some metaphysical doubt

as to the material facts.” Matsushita Electric Industrial Co., Ltd. v. Zenith Radio

Corporation, 475 U.S. 574, 586 (1986). Instead, the nonmovant must show that the

evidence is sufficient to support a resolution of the factual issue in her favor. 

Anderson, 477 U.S. at 249. When conflicting evidence is presented, the court is not

permitted to make credibility determinations regarding the evidence. See Lindsey v.

Prive Corporation, 987 F.2d 324, 327 (5th Cir.1993). The nonmovant cannot survive

a motion for summary judgment, however, by merely resting on the allegations in her

pleadings. Isquith for and on behalf of Isquith v. Middle South Utilities, Inc., 847 F.2d

186, 199 (5th Cir.), cert. denied, 488 U.S. 926 (1988); see also Celotex, 477 U.S. at

324.

 

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C. Standard for Review of a Denial of Benefits Under ERISA

When, as is the case here, a plan governed by ERISA grants the plan

administrator the discretion to interpret the plan and determine eligibility of benefits

under the plan, see Appendix at 140, a court reviews that decision under an abuse of

discretion standard. See High v. E-Systems Inc., 459 F.3d 573, 576 (5th Cir. 2006). 

“In the summary judgment context, to avoid reversal, the ERISA administrator’s

decision must be supported by substantial evidence in the administrative record.” Id.

A court uses a two-step analysis in determining whether a plan administrator

abused its discretion in construing plan terms. Rhorer v. Raytheon Engineers and

Constructors, Inc., 181 F.3d 634, 639 (5th Cir.1999). The court first determines the

legally correct interpretation of the plan and whether the administrator's

interpretation accords with the proper legal interpretation. Id. Factors to consider

when determining the legally correct interpretation of the plan include: “(1) whether

the administrator has given the plan a uniform construction; (2) whether the

interpretation is consistent with a fair reading of the plan; and (3) any unanticipated

costs resulting from different interpretations of the plan.” Id. at 640 n. 7. If the

administrator’s construction is legally sound, then no abuse of discretion occurred

and the inquiry ends. Id. at 639-40. If, however, the court concludes that the

administrator has not given the plan the legally correct interpretation, the court must

 

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determine whether the administrator’s interpretation constitutes an abuse of

discretion. Id. at 640.

Before embarking on an analysis of the legally correct interpretation of the

plan, the court first must determine which plan documents control the inquiry. In

the case sub judice, Frizzell does not challenge the interpretation of the plan as set

forth in the certificate of insurance, but rather challenges the interpretation of the

plan as summarized in the SPD. Under ERISA, plan participants are to receive an

“accurate, comprehensive, easy to understand summary of the plan.” Hansen v.

Continental Insurance Company, 940 F.2d 971, 980 (5th Cir. 1991).

A summary plan description of any employee benefit plan

shall be furnished to participants and beneficiaries . . . The

summary plan description shall . . . be written in a manner

calculated to be understood by the average plan

participant, and shall be sufficiently accurate and

comprehensive to reasonably apprise such participants and

beneficiaries of their rights and obligations under the plan.

29 U.S.C. § 1022(a). The purpose of the SPD is to avoid disqualifying plan

participants from receiving benefits under the plan when the conditions for such

disqualification are stated in a misleading or incomprehensible manner. See Hansen,

940 F.2d at 980. Because Frizzell’s claims stem from the terms of the plan as

described in the SPD, the court will limit its analysis to the contents of the SPD.

 

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1. The Legally Correct Interpretation of the SPD

Raytheon argues that all three factors concerning the legal correctness of its

interpretation weigh in its favor, see Motion for Summary Judgment at 10-12, while

Frizzell denies that the “legally correct interpretation” portion of the ERISA analysis

is applicable, see Response at 7 n.3. In the alternative, Frizzell argues that if the court

were to engage in an analysis to determine whether the administrator’s interpretation

was legally correct, the administrator’s decision to deny benefits was not legally

correct because the SPD contained no provision regarding the termination of benefits

upon divorce. Resolution of Frizzell’s contention that the court should not engage in

the “legally correct interpretation” prong of the abuse of discretion analysis is

unnecessary. Because the court finds, on the evidence before it, that MetLife’s

interpretation was not legally correct, the court necessarily must engage in the abuse

of discretion inquiry.

The court finds that the first factor -- whether the administrator has given the

SPD a uniform construction -- weighs in favor of neither party. Raytheon asks the

court to compare the language of the SPD to the language of the certificate of

insurance to prove uniform construction, but for the reasons stated above, the court

limits its review to the materials included in the SPD. The plaintiff, on the other

hand, claims that the SPD is not subject to a uniform construction because certain

language in the SPD indicates that upon divorce notifying the administrator of the

 

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divorce is optional. Frizzell’s reading of the SPD is overly broad. The portion of the

SPD she identifies as evincing an inconsistent construction states: “If you experience

a change in status (such as marriage, divorce, or the birth of a child), you may want to

update your beneficiary information.” Appendix at 71. The SPD also states, “Having

up-to-date beneficiaries for your life insurance is important, especially if you’ve had a

life event change -- such as marriage, birth, or divorce.” Id. at 65. The SPD’s

instructions to the plan participants that they may want to change the beneficiary on a

life insurance policy following divorce is in no way an indication of an inconsistent

construction. Moreover, the portion of the administrative record provided to the

court on this motion for summary judgment is devoid of any reference to the manner

in which MetLife has interpreted the SPD with respect to other claimants.

The second factor -- whether the administrator’s interpretation is consistent

with a fair reading of the SPD -- weighs in favor of Frizzell. The SPD must be

interpreted as a whole. See Fallo v. Piccadilly Cafeterias, Inc., 141 F.3d 580, 583 (5th

Cir. 1998). The administrator’s interpretation of the SPD is consistent with a fair

reading of the SPD, so long as one limits the inquiry to the section regarding

eligibility for enrollment. Neither party contests that a person cannot qualify as a

dependent spouse (and thus cannot be enrolled in the optional dependent life

insurance policy) unless that person is the legal spouse of the employee. However,

the plan is silent as to any requirements following initial enrollment in the plan, and

 

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there are several excerpts from the SPD that demonstrate this inconsistency. First,

and most importantly, is the section entitled “When Coverage Normally Ends,”

which states that “coverage . . . continues throughout . . . employment.” Appendix at

74. Also, in the same section the SPD states “[c]overage for your spouse/same-sex

domestic partner and eligible dependent children continues . . . for as long as you are

an active employee.” Id. Neither of these two provisions indicates that a change in

marital status will terminate coverage. While this language does not present an

inconsistency between the SPD and the plan, it sufficiently demonstrates to the court

that the language in the SPD concerning termination of dependent spouse coverage is

at least ambiguous, and ambiguities must be resolved in favor of the insured. See

Fallo, 141 F.3d at 584. 

The defendant cites Scott v. Aetna Life Insurance Company, No. 3:04-CV-0611,

2005 WL 3179883 at *3 (M.D. Pa. Nov. 29, 2005), and Shields v. Continental

Casualty Company, 209 F. Supp. 2d 1167, 1171 (D. Kan. 2002), for the proposition

that the eligibility requirements listed in the instant SPD are sufficient to put the

plan participant on notice that coverage ends when the requirements for eligibility to

enroll are no longer met. Raytheon’s reliance on these cases is misplaced, however,

since both involve a critical factual distinction. The summary plan descriptions

involved in Scott and Shields both stated that coverage for dependents terminated on

the date that the covered dependent was no longer a dependent. See Scott, 2005 WL

 

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3 Frizzell asserts that she was never directed to the website, by the SPD or

otherwise, to determine limitations on her coverage. Frizzell Affidavit ¶ 3.

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3179883, at *3; Shields, 209 F. Supp. 2d at 1171. Though the plan here contains

similar language, see Appendix at 137 (stating in the plan that “Dependent Life

Benefits will end on the earliest of: 1. the date that the Dependent ceases to be your

dependent” . . .), the SPD is bereft of similar language.

Raytheon also seeks to invoke support from language included on the

company’s website to bolster its interpretation of the SPD. Specifically, Raytheon

directs the court to a portion of the website entitled “Divorce,” which states that after

divorce the employee “must make changes to some of your benefits and you may

make changes to others.” Appendix at 34. The page goes on, without distinguishing

which items “must” be changed and which items “may” be changed, to list several

benefits that the employee should review. Id. While there is a serious question about

whether knowledge of the website or the information or directives thereon can be

imputed to Frizzell,3

 this page only serves to reinforce the court’s conclusion that the

SPD is ambiguous.

The third factor to consider at the “legally correct interpretation” stage is

whether a contrary interpretation would result in substantial unanticipated costs. 

While this factor conceivably could weigh in favor of Raytheon, there is no

competent evidence before the court to make such a determination. Raytheon, in its

motion for summary judgment, states only that the “Plaintiff’s interpretation would

 

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be more likely to give rise to ‘substantial unanticipated costs’ . . .”. Motion for

Summary Judgment at 12 (emphasis added). However, this is not the appropriate

standard. It is not a question of whether Frizzell’s interpretation is “more likely” to

result in unanticipated costs, but a question of whether such unanticipated costs

would be incurred by a contrary interpretation. Because the court is without evidence

(or even argument) on the issue of substantial unanticipated costs, no ruling

regarding this factor can be made. See Haubold v. Intermedics, Inc., 11 F.3d 1333,

1340-41 (5th Cir. 1994).

Accordingly, this court cannot find, based on the evidence before it, that the

administrator’s interpretation of the plan was the “legally correct” interpretation of

the plan. Thus the court must move to the second prong of this two-part test.

2. Abuse of Discretion

If the court determines that the administrator’s interpretation deviated from

the legally correct interpretation, the court must then determine whether the

interpretation constituted an abuse of discretion. Rhorer, 181 F.3d at 640. The

factors to consider when determining if the administrator abused its discretion

include: “(1) the internal consistency of the plan under the administrator’s

interpretation, (2) any relevant regulations formulated by the appropriate

administrative agencies, and (3) the factual background of the determination and any

inferences of lack of good faith.” See Wildbur v. ARCO Chemical Company, 974 F.2d

 

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631, 638 (5th Cir. 1992). With regard to the application of the first factor, this

court finds Rhorer, 181 F.3d 634, to be controlling. In Rhorer, the plaintiff sought to

recover benefits under an optional life insurance policy purchased by her husband

through his work. Id. at 637. The administrator denied the plaintiff’s claim because

the deceased did not satisfy the “active work” requirement of the plan to be eligible

for enrollment. The plaintiff challenged this denial, arguing that the SPD was

ambiguous because it did not state an active work requirement as an eligibility

criterion for the optional life insurance policy. Id. at 640. After concluding that due

to the ambiguity the administrator’s interpretation was not the legally correct

interpretation, the Rhorer court reviewed the decision under the abuse of discretion

standard and held that the first factor was inapplicable because the interpretation at

issue involved an interpretation of the SPD, not the plan. Id. at 643. To that extent,

the instant case is indistinguishable from Rhorer, and thus the first factor here too is

irrelevant.

The second factor requires the court to examine any relevant regulations

formulated by the appropriate administrative agencies. A review of these relevant

regulations weighs in favor of Frizzell. The contents of the SPD are federally

regulated. The SPD must contain “a statement clearly identifying circumstances

which may result in disqualification, ineligibility, or denial, loss, forfeiture,

suspension, offset, reduction, or recovery . . . of any benefits that a participant or

 

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beneficiary might otherwise reasonably expect the plan to provide . . .”. 29 C.F.R.

§ 2520.102-3(l); see also Rhorer, 181 F.3d at 643. The court finds that the SPD at

issue here does not satisfy these requirements. On the evidence before the court,

there is no portion of the SPD which indicates that the beneficiary may lose the right

to the benefits provided under the plan upon divorce or upon a change making a

person ineligible for enrollment after he was previously enrolled.

The third factor weighs in favor of the defendant to the extent that nothing in

the factual background of this case indicates that the decision was arbitrary and

capricious. Similarly, there is no indicia of bad faith on the part of the administrator. 

The plaintiff attempts to frame this factor in the same manner as it was framed in

Rhorer. There, the Court of Appeals found that the factual background was indicative

of an arbitrary and capricious decision because the plaintiff, through her counsel,

presented the “very specific contention” -- that the SPD was ambiguous and that

ambiguities had to be resolved in favor of the plaintiff -- and the administrator denied

the appeal by reciting only language in the plan. Rhorer, 181 F.3d at 643. Frizzell, in

her response, avers that she, like the Rhorer plaintiff, presented this specific argument

in her administrative appeal. Response at 11. However, in the portion of the record

cited to support this averment, the language used by Frizzell’s counsel is less than

specific. See Appendix at 27 (“I have reviewed the materials enclosed with said letter. 

Nowhere in said materials does it say that if you get a divorce that the insurance on

 

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your spouse is no longer effective. . . . [Frizzell] was never advised that divorce

would alter this insurance.”). Nowhere is there any reference to the alleged ambiguity

of the SPD. 

Finding that the factors to determine abuse of discretion split evenly between

the parties, the court, on this motion for summary judgment, cannot conclude that

Raytheon is entitled to judgment as a matter of law.

III. CONCLUSION

For the reasons stated herein, the defendant’s motion for summary judgment is

DENIED.

SO ORDERED.

February 16, 2007.

 

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