Revised August 4, 1998

IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 97-30422

KAYE L. ROBIN,

Plaintiff-Appellant,

versus

METROPOLITAN LIFE

INSURANCE COMPANY,

Defendant-Appellee.

Appeal from the United States District Court

for the Western District of Louisiana

July 30, 1998

Before GARWOOD, JONES and WIENER, Circuit Judges.

WIENER, Circuit Judge:

At the vortex of this appeal is a group life insurance policy

(“the Policy”) issued by Defendant-Appellee Metropolitan Life

Insurance Company (“MetLife”) to St. Paul Fire & Marine Insurance

Com pany (“St. Paul”) as one facet of St. Paul’s comprehensive

employee benefit package, the Policy concededly being a “plan1 Emplo yment Retirement Income Security Act of 1974, as

amended, 29 U.S.C. §§ 1001-1461.

2 The district court’s federal removal jurisdiction was

grounded in the fed eral question under ERISA and diversity of

citizenship.

2 regulated by ERISA.” 1 In bringing this appeal, Plaintiff-Appellant

Kaye L. Robin, widow of Randy Robin (“Decedent”), asks us to

reverse the adverse results of a lawsuit she filed in a state court

of Louisiana, which was removed to federal district court where she

was denied recovery. 2 For the reasons set forth below, we affirm.

I

FACTS AND PROCEEDINGS

St. Paul sponsors a multi-faceted employee bene fit program

(“the St. Paul Plan”) which includes, inter ali a , group life

insurance coverage for its participating employees. At all times

relevant to this ca se, the life insurance coverage under the

St. Paul Plan was provided by MetLife, which was vested with full

discretionary authority to interpret the provisions of the Policy

and determine entitlement to benefits under it.

While he was employed by St. Paul, Decedent had life insurance

coverage of $187,000 under the Policy, with the proceeds payable to

Robin as his designated beneficiary. After working for St. Paul

for approximately seven years, Decedent voluntarily terminated his

employment effective May 13, 1994, to accept a job with another

insurance company, starting three days later.3 (Emphasis added).

3

As an employee covered under the Policy, Decedent was required

to contribute a portion of the premium for his coverage. Decedent

made his monthly contribution through payroll deductions withheld

by St. Paul as his employer. Neither Decedent nor any other

participating employee paid premiums directly to MetLife. Rather,

St. Paul remitted a single monthly premium payment to MetLife for

all covered employees for the calendar month in question. Such a

monthly lump sum premium payment to MetLife from St. Paul comprised

its share and each covered employee’s share of the aggregate

premium cost for that month.

As explained in the St. Paul Plan’s Summary Plan Description

(SPD), a participating employee’s life insurance coverage

terminates at “[t]he end of the period for which you made the last

required contribution.” 3 Other relevant provisions of the Policy,

as explained in the SPD, include (1) conversion rights, under which

a departing employee cou ld acquire an individual life insurance

policy from MetLife by applying directly to MetLife “within 31 days

of the day your coverage ends” under the St. Paul Plan;

(2) continuation rights for employees not domiciled in Minnesota,

under which the insurance proceeds would be paid if the employee

should die “within 31 days after coverage with the St. Paul Company

ends

—— even if you do not apply for a conversion policy”; and

(3) for Minnesota residents only

, the right to continue group life4 ERISA was amended in part by the Consolidated Omnibus Budget

Reconciliation Act (COBRA) without, however, affecting life

insurance.

5 Another provisio n applicable to each Minnesota resident was

that his continuation coverage would terminate automatically upon

acquisition of life insurance coverage under a new group policy.

4 coverage for up to eighteen months after termination of employment,

provided such a Minnesota resident notifies St. Paul’s COBRA

administrator, DCA, Inc. (“DCA”)

. 4 At no time relevant to this

case was Decedent ever a resident of Minnesota. 5

Decedent died suddenly and unexpectedly on July 3, 1994. The

record contains no direct evidence that Decedent ever stated that

he was seriously considering exercising his conversion right under

the Policy or tha t he ever contacted MetLife, St. Paul, or DCA

about that matter. In fact, he acquired $100,000 group life

coverage by virtue of his new employment, indicating that if he

ever considered continuation or con version he had abandoned such

thoughts.

After Decedent’s death, Robin came across a June 4, 1994,

notice that Decedent had received from DCA, which she construes as

indicative that Decedent had sixty (60) days following May 13, 1994

(the effective date of his severance of employment with St. Paul),

to continue coverage under the Policy or convert to an individual

policy. Apparently DCA inadvertently sent Decedent the notice

intended f or Minnesota residents. Although the form notice

receive d by Decedent identified the continuation and conversion6 Robin contends that she received advice to the effect that

she could complete the continuation or conversion form even after

Decedent’s death and that she completed and mailed the forms to DCA

on July 8, together with a premium for future periods. In her

appellate brief, Robin asserts that this advice was furnished by

“St. Paul and/or Me tLife,” but MetLife flatly denies ever having

given such counsel.

7 See text accompanying n.3 supra

.

5 rights as guaranteed under Minnesota law, it failed to add that

those statutory rights inured to the benefit of Minnesota residents

only. 6

Nothing in the SPD, the Policy, or anything else in the record

reflects either a legal or factual relationship between DCA and

MetLife: DCA is St. Paul’s agent for some functions under the

St. Paul Plan. On the other hand, MetLife is the issuer and

administrator of the Policy which, as noted, provides the life

insurance aspect of the St. Paul Plan.

St. Paul had advised MetLife early on that the first two

payroll deductions in each calendar month satisfy the entire

employee contribution obligation toward his total premium cost of

coverage for that month. Following Decedent’s resignation, MetLife

was informed by St. Paul that two such deductions —— his “last

required contribution” 7

—— had been withheld from Decedent’s

paychecks to cover his contribution for May 1994, his final

calendar month of coverage. On the basis of this information and

applicable provisions of the SPD and the Policy, MetLife determined

that Decedent’s coverage under the Policy ended on May 31, 1994,6

the last day of the calendar month in which his employment and his

participation in the St. Paul Plan ceased. MetLife received no

premium payment from St. Paul

—— its only source

—— for coverage of

Decedent after the group premium remitted by St. Paul for the month

of May 1994.

Decedent’ s final paycheck was issued on May 22, 1994, some

nine days following the effective date of h is employment

termination with St. Paul. From this paycheck St. Paul made a

deduction identified as Decedent’s portion of the premium for his

group life coverage until the next payroll period, which would have

ended on June 5, 1994, St. Paul’s next payday, had Decedent still

been employed there. To the extent St. Paul, as Decedent’s

employer, may have erroneously deducted premium costs from his last

paycheck or misidentified a coverage term after May 31, 1994, or

both, any estoppel claim would involve St. P aul (and, possibly,

DCA)

—— with which Robin has settled

—— but not MetLife. Moreover,

as Decedent was ineligible for coverage (other than continuation

coverage) under the Policy after he left St. Paul’s employ, any

excess employee contribution deducted from his last paycheck could

not —— by SPD definition —— have been “required.”

Robin demanded payment of death benefits under the Policy from

MetLife. The claim was rejected by MetLife which, based on the

information supplied to it by St. Paul and construed in light of

the SPD and the Policy, determined that Decedent’s group coverage

expired May 31, 1994, thirty-three days prior to his death, thereby7

e schewing both conversion and continuation. MetLife interpreted

the provisions, both conversion and conti nuation, to require the

triggering events

—— notice and premium payment for conversion;

death of the formerly insured ex-employee for continuation benefits

—— to occur within thirty-one days following the May 31 termination

of coverage, pointing out that, whe n Decedent died thirty-three

days after May 31 without having converted, both his continuation

benefits and his conversion option evanesced.

After her claim was denied, Robin filed suit against MetLife

in state court seeking life insurance proceeds under the Policy and

penalties under Louisiana statutory provisions, plus court costs

and attorneys’ fees. MetLife removed the case to district court on

alternative jurisdictional grounds of federal question and

diversity of citizenship, then filed a motion for summary judgment.

Robin subsequently impleaded St. Paul and DCA as additional

defendants. The district court eventually granted summary judgment

for MetLife on Robin’s state law breach of contract and statutory

penalty claims, holding that they are preempted by ERISA; but the

court deferred ruling on the substantive ERISA portion of MetLife’s

summary judgment motion except to acknowledge that abuse of

discretion is the appropriate s tandard of review for MetLife’s

policy interpretation and coverage determinations. Ultimately, the

district court granted MetLife’s summary judgment motion to dismiss

Robin ’s remaining claims against it, concluding that MetLife had8 The district court denied motions for summary judgment filed

by St. Paul and DCA seeking dismissal of Robin’s claims against

them, but she eventually settled with both of those defendants.

9 La. Rev. Stat. Ann. § 22:176 (West 1995).

8 not abused its disc retion in rejecting her claims. 8 After the

court entered judgment in favor of MetLife, Robin timely filed a

notice of appeal.

II

ANALYSIS

A. Standard of Review

The district court disposed of Robin’s claims against MetLife

by granting summary judgments, first as to her state law breach of

contract and statutory claims, which the court held to be preempted

by ERISA; second by holding that MetLife had correctly interpreted

and rejected Robin’s conversion and continuation claims under the

applicable Louisiana statute, 9 which the court fou nd to be exempt

from ERISA preemption as regulating insurance; and third, by

holding that MetLife had not abused the discretion with which it

was vested by provisions of the Policy and the St. Paul Plan when,

based on all information furnished to it, MetLife denied death

benefits under the Policy. We review these legal and ERISA

preemption rulings of the district court on summary judgment under

the well known de novo standard.

B. Scope of Review

Robin has not appealed the district court’s holdings that10 See id. §§ 22:656-57.

11 Id. § 22:176.

12 Id.

9 (1) ERISA preempts the penalty claims she advanced under state

law, 10 (2) ab use of discretion is the proper standard for the

district court to apply in revie wing MetLife’s determination of

Robin’s entitlement to life insurance benefits under the Policy,

and (3) a jury trial is not available on ERISA claims.

Consequently, on appeal we need address only Robin’s contentions

that the district court erred in (a) sustaining MetLife’s decisions

on state law insurance matters not preempted by ERISA, and

(b) holding that her claim of estoppel or detrimental reliance

against MetLife, grounded in the purportedly misleading notice sent

to Decedent

—— not by MetLife but b y St. Paul’s agent, DCA —— is

preempted by ERISA. We proceed to review these remaining claims d e

novo

.

C. Continuation and Conversion under the Louisiana Insurance

Code 11

Here, as in the district court, Robin insists that her claims

for continuation of coverage under the Policy, through and

including the date of Decedent’s death and thereafter for the

continued viability of his right to convert, even after his death,

are grounded in the provisions of the Louisiana Insurance Code that

govern continuation and conversion rights. 12 As such, she contends,

her claim is not preempted by ERISA because state statutes that13 29 U.S.C. § 1144(b)(2)(A); M etropolitan Life Ins. Co. v.

Massachusetts , 471 U.S. 724, 728 n.2 (1985).

14 La. Rev. Stat. Ann. § 22:176.

10 regulate the business of insurance are excepted from ERISA’s

otherwise pervasive preemption of all state law “rel ated to” an

employee benefit plan. 13 On appeal, MetLife notes but does not

complain that the district court likely erred as a matter of law in

holding that ERISA preemption does not trump the Louisiana statute

in question on this particular claim. Although we might or might

not agree with that ruling on preemption were we to address it, we

need not and therefore do not. Rather, we assume arguendo that the

district court got it right on this preemption issue and proceed to

review the court’s holding.

Section 176 of th e Louisiana Insurance Code 1 4 mandates the

inclusion of thirteen specific provisions in virtually every policy

of group life insurance. Relevant to the instant consideration are

the three among those thirteen mandated provisions that are found

in paragraphs (9), (10), and (12). They list, in pertinent part:

(9) C ontinuation to end of premium period: A

provision

. . . that the termination of the

employment of any employee . . . shall not

terminate the insurance of such employee

. . . under the group policy until the expiration of

such period for which the premium for such

employee or member has been paid, not

exceeding thirty-one days.

(10) Conversion on termination of eligibility: A

provision that if the insurance . . . on an11 individual covered under the policy ceases

because of termination o f employment . . . ,

such individual shall be entitled to have

issued to him by the insu rer . . . an

individual policy of life insurance without

disability or other supplementary benefits,

provided application for the individual policy

shall be made and th e first premium paid to

the insurer within thirty-one days after such

termination [of employment].

. . . (12) Death pending conversion: A provision that if

a person insured under the group polic y dies

dur ing the period within which he would have

been entitled to have an individual policy

issued to him in accordance with

Paragraph[](10)

. . . of th i s Section and

before such an individual policy shall have

become effective, the amount of life insurance

which he would have be e n entitled to have

issued to him under such individual policy

shall be payable as a claim under the group

policy, whether or not application for the

individual policy or the payment of the first

premium therefor has been made.

We find nothing ambiguous in the quoted provisions of § 176, and

——

co ntinuing to assume arguendo that Robin’s claims under the

Louisiana Insurance Code are not preempted by ERISA

—— hold that

the plain wording of these provisions affords no recovery for

Robin, given the sequence and timing of occurrences pertinent to

this case.

First, as to paragraph (9), MetLife has never questioned that

Decedent’s coverage under the Policy continued to the end of the

appropriate premium period, i.e., the expiration of the “period for

which the premium for such emp loyee . . . has been paid [ not

, as

Robin contends, the period for which such employee has paid his12

portion of the premium], not exceeding thirty-one days.” We begin

by reiterating that the premium for Decedent’s coverage, and that

of every other participating St. Paul employe e, comprises both

employer and employee contributions, and that neither Robin nor any

other participating employee directly pays MetLife any part of the

premium for his coverage. Instead, as noted earlier, a single

premium for all covered employees is paid to MetLife by St. Paul

——

each calendar month, for that calendar month’s coverage. We note

next that, for purposes of paragraph ( 9), Decedent’s employment

terminated during the month of May 1994, and that St. Paul’s last

premium payment to MetLife that included coverage for Decedent was

the payment for the calendar month of May 1994. Thus the “period

for which the premium for such employee . . . [was] paid” was the

month of May. Consequently, the continuation of coverage mandated

by paragraph (9) following Decedent’s May 13 employment termination

was not required to exte nd beyond May 31. But even if the “not

exceeding thirty-one days” proviso of paragraph (9) were (mis)read

to tack thirty-one days of continued coverage onto Decedent’s

entire last period of coverage, such putative conti nued coverage

would have commenced on June 1 and expired on July 1, two full days

prior to his death. Clearly, paragraph (9) provides no support for

Robin’s continuation claim.

P aragraph (10) of § 176 likewise avails Robin nothing.

Although Decedent was eligible under paragraph (10) to convert to

an individual policy after his group coverage under the Policy13

“cease[d] because o f termination of employment,” his option to

obtain an individual repl acement policy expired, i pso facto

,

“thirty-one days after such termination [of employment.]”

Decedent’s termination of e mployment, by his own election, was

effective May 13, 1994. As May has thirty-one days, June 13 was

the last day of the thirty-one day period following t he day on

which Decedent’s employment at St. Paul ended. Indeed, as the

Policy afforded D ecedent continued coverage of thirty-one days

following his r egular coverage, which extended until May 31, the

Policy’s continuation was longer than requi red under paragraph

(10).

Not only did Decedent fail to submit an application and first

premium for such successor individual coverage by or before either

June 13 or July 1, the record is devoid of probative evidence that

he planned to obtain conversion coverage at any t ime. On the

contrary, his obtaining $100,000 in group life coverage under his

new employer’s plan is strong circumstantial evidence that if

Decedent, an experienced insurance professional, ever thought about

acqui ring the more expensive coverage that a conversion policy

would have provided, he dropped that thought when he opted for the

new group coverage. We conclude that paragraph (10) of § 176 gains

Robin nothing.

And, finally, paragra ph (12) of § 176 is equally unavailing

under the instant sequence of events. Even though Decedent never

applied for a conversion policy between his May 13 departure from14

St. Paul and his death on July 3, the m andatory group policy

provision of paragraph (12) would have en titled Robin to collect

the proceeds of Decedent’s coverage under the Policy if he had died

“during the period within which he would have been entitled to have

an individual policy issued to him in accordance with

paragraph[](10).

. . .” We have already demonstrated that June 13,

1994, was the last day of “the period within which he would have

been entitled to have an individual p olicy issued to him. . . .”

B ecause Decedent did not die between May 13 and June 13, 1994

,

entitlement to death benefits pending conversion, as requ ired by

paragraph (12), never eventuated. As in the case of paragraph (9),

even if, by some wild stretch of interpre tation, the conversion

period of paragraph (12) were construed to be thirty-one days

following May 31 instead of May 13, Robin would still gain nothing

because Decedent was alive on and after July 1, 1994, the thirtyfirst day following the last day of May. Thus, for purposes of

paragraph (12), Decedent lived beyond the time when he was entitled

t o obtain an individual policy and thus outlived the coverage

mandated by that paragraph.

If, in the alternative, we were to review and reverse the

district court and hold that ERISA does preempt Robin’s claim under

La. Rev. Stat. Ann. § 22:176, she still would tak e nothing under

the Policy. Under such an alternative, we would conclude that

MetLife’s interpretation of the law and the relevant provisions of

the Policy, and its application of the facts thereto, were correct15 974 F.2d 631, 637-38 (5th Cir. 1992).

16 Again, Decedent’s employer until May 13, 1994, was St. Paul,

which sponsored a package o f ERISA plans for the benefit of its

participating employees, one of which plans was group life

insurance provided by the Policy. The Policy itself, issued by

MetLife, is a plan governed by ERISA. None contest that this plan

vests MetLife with the maximum degree of discretion permitted under

ERISA for interpreting the plan and determining entitlement to

benefits. In contrast, DCA contracts with St. Paul —— not with

MetLife, with which DCA has no relatio nship whatsoever —— to

administer COBRA and other obli gations of St. Paul to former

employees after termination of their employment. Among the

administrative functions that DCA performs for St. Paul relative to

such termi nated employees is the furnishing of notifications

regarding continuation and conversion of group life insurance.

15 and thus in no way constituted an abuse of the discretion vested in

MetLife. The foregoing analysis of Robin’s claim under the

Louisiana statute would serve to exonerate MetLife from Robin’s

charge of abuse of discretion. MetLife’s determinations, free of

the strictures of the Louisiana statute and based instead on the

facts furnished to it by St. Paul, DCA, and Robin, and on the terms

of the St. Paul Plan as set forth in the SPD and the terms of the

Policy, would pass the two-step test of Wildbur v. ARCO Chemical

Co. with flying colors. 15 That leaves only Robin’s estoppel claim,

to which we now turn.

D. Estoppel

Conveniently disregarding the interrelationships (or lack

thereof) among St. Paul, DCA, and MetLife, 16 Robin grounds her

estoppel claim in the contention that the con tinuation and

conversion notice furnished to Decedent —— by DCA , not by MetLife

—— misled him into thinking that Minnesota law gave him the right17 As Robin has settle d with St. Paul and DCA, her estoppel

claim against those defendants is not before us.

18 This disposition of Robin’s estoppel claim obviates the need

to address ERISA preemption in this context, even though the

district court found preemption under 29 U.S.C. § 1144(a).

16 to elect eighteen months of continued group life coverage under the

Policy or a protracted period to convert to an individual Policy.

Even though the summary judgment record contains nothing resembling

probative evi dence of Decedent’s reliance —— detrimental or

otherwise —— on the admittedly wrong notice that DCA sent to him,

or that Decedent had any contemplation of taking action to continue

or convert in accordance with that notice, one thing is clear: Any

s uch state law estoppel claim could only be asserted against

St. Paul (by virtue of retaining DCA as its agent) or DCA (for its

own error in sendi ng Decedent the notice intended for Minnesota

residents, without including in the notice the information that it

was applicable to Minnesota residents only). 17 No such claim could

be asserted against MetLife, which had neither a legal nor a

factual nexus with the erroneous notice or its issuer, DCA. Any

vicarious tarring of St. Paul with DCA’s brush cannot reach

MetLife, no matter how broad that agency brush might be. 18

We are satisfie d that MetLife’s denial of Robin’s estoppel

claim as well as all of her ERISA claims was correctly approbated

by the district court, given the operable facts of this case and

the provisions of the St. Paul Plan and the Policy. Nothing in

MetLife’s interpretation of the applicable provisions or its denial17

of Robin’s claims approaches abuse of discretion.

III

CONCLUSION

After reviewing the summary judgment record in this case, the

reasoning of the district court, and the arguments and citations of

counsel as set fo rth in their appellate briefs and in their oral

arguments to this court, we remain convinced

—— for the reasons

expressed above

—— that the summary judgments of the district court

are free of reversible error and must, therefore, be

AFFIRMED, at appellant’s cost.