In the

United States Court of Appeals

For the Seventh Circuit

No. 00-2544

NEUMA, INCORPORATED, an Illinois

corporation,

Plaintiff-Appellant,

v.

AMP, INCORPORATED and PROVIDENT LIFE AND

ACCIDENT INSURANCE COMPANY,

Defendants-Appellees.

Appeal from the United States District Court

for the Northern District of Illinois, Eastern Division.

No. 98 C 6616- Paul E. Plunkett, Judge.

ARGUED JANUARY 10, 2001--DECIDED August 7, 2001

 Before RIPPLE, KANNE and WILLIAMS, Circuit

Judges.

 RIPPLE, Circuit Judge. Neuma, Inc.

("Neuma") filed this suit against AMP,

Inc. ("AMP"). It alleged four causes of

action arising from AMP’s failure to

maintain group life insurance benefits

for Stanley Larsen, a former AMP

employee./1 Larsen previously had

assigned all of the rights to his life

insurance benefits to Neuma. The district

court rejected Neuma’s claim for benefits

under Section 502(a) (1)(B), 29 U.S.C.

sec. 1132(a)(1)(B), of the Employee

Retirement Income Security Act, 29 U.S.C.

sec. 1001, et seq., ("ERISA"), because it

found that AMP’s actions were justified

based on an unambiguous provision of the

Summary Plan Description that governed

Larsen’s life insurance policy. The court

also denied Neuma’s claim under Section

502(c) of ERISA, 29 U.S.C. sec. 1132(c),

which alleged that AMP had failed to

provide documents relating to an employee

welfare benefit plan within a required

thirty-day statutory period. It found

that Neuma was not entitled to the

documents because it did not have a

"colorable claim" for the life insurance

benefits at issue. The court also

dismissed Neuma’s state law negligent

misrepresentation claim without prejudice
to its right to refile in state court.

The district court refused to exercise

supplemental jurisdiction over this claim

because it had dismissed all federal

claims. For the reasons set forth in the

following opinion, we affirm the judgment

of the district court regarding Neuma’s

claim for benefits under Section

502(a)(1)(B). We reverse and remand with

respect to the claim that AMP failed to

provide plan documents in a timely manner

under Section 502(c). Lastly, we also

reverse the district court’s dismissal of

the negligent misrepresentation claim and

remand that claim to the district court

for further proceedings.

I

BACKGROUND

A. Facts

 On March 31, 1987, Larsen was hired by

AMP to work in its AMP Circuits Division.

AMP provides its workers with benefits

that include medical, dental and life

insurance coverage. During 1996 and 1997,

the life insurance coverage that AMP

provided for its employees was issued by

Provident Life & Accident Insurance

Company ("Provident") and was funded

through Group Policy No. N-377 (the "Pol

icy" or the "Provident Policy"). On

January 1, 1996, Larsen enrolled in AMP’s

life insurance program for benefits in

the amount of $81,600. The contours of

these life insurance benefits were

described in greater detail in a booklet

provided to AMP employees, entitled

"Group Benefits Program for Employees of

AMP Circuits, an AMP Division." R.42,

Ex.6. This booklet (the "Summary Plan

Description") contained the following

clause pertaining to disabled employees

(the "Disability Clause"):

Insurance During Disability Before Age 60

If you become disabled before age 60, and

while insured, [AMP] will keep your life

insurance in force by paying the

appropriate premium as long as you are

disabled, provided proofs of disability

are furnished as required. In no event,

however, will such insurance be continued

beyond the date the life insurance

provisions of the Plan terminate.

Id. at 19 (emphasis added). Another

provision in the Summary Plan Description
gave AMP the "right to terminate,

suspend, withdraw, amend or modify the

Plan at any time." Id. at 9.

 On March 14, 1996, Larsen was placed on

disability status by AMP. At some point

thereafter, Neuma began negotiating with

Larsen to purchase the rights to his

group life insurance benefits. As a part

of this process, Neuma requested and

received some basic information from AMP

regarding the details of Larsen’s life

insurance coverage. On September 5, 1996,

Larsen assigned all of his rights, title

and interest in his group life insurance

coverage to Neuma, an assignment

acknowledged and accepted by AMP. Then,

on March 14, 1997, one year after Larsen

became disabled, he was terminated by AMP

pursuant to company policy.

 By the end of 1997, AMP had decided to

change its group life insurer. On

December 31, 1997, AMP cancelled the

Provident Policy and purchased group life

insurance with MetLife Insurance Company

("MetLife") that went into effect on

January 1, 1998. The life insurance

coverage provided in the MetLife policy

was identical to that provided by

Provident in all material respects. AMP

did not enroll Larsen for coverage under

the MetLife policy. When the Provident

Policy was discontinued, Larsen’s group

life insurance coverage with AMP was

terminated.

 On August 6, 1998, Neuma requested that

AMP provide it with copies of various

documents relating to the Provident

Policy and any larger employee benefit

plan of which the Policy was a part,

pursuant to 29 U.S.C. sec. 1024(b)(4) of

ERISA. On October 20, 1998, Neuma filed

suit against the defendants, seeking

penalties under ERISA Section 502(c) for

AMP’s failure to respond to this document

request and seeking a declaratory

judgment to declare the rights and

obligations of the parties under the

insurance policy. AMP did not reply to

Neuma’s request for plan information

until December 10, 1998, when it provided

Neuma with a copy of what Neuma claims

was an outdated version of the Summary

Plan Description. On February 17, 1999,

AMP, through its attorneys, provided more

information regarding Larsen’s group life

insurance benefits to Neuma, including an

updated version of the Summary Plan
Description in force at the time when

Larsen’s coverage was ended.

 On January 18, 2000, Neuma filed a first

amended complaint (the "complaint")

against the defendants, alleging four

causes of action relating to AMP’s

failure to maintain group life insurance

benefits for Larsen after the Provident

Policy was terminated on December 31,

1997. Count I of the complaint sought,

pursuant to ERISA Section 502(a)(1)(B),

the full recovery of Larsen’s life

insurance benefits in the amount of

$81,600 if Larsen was deceased, or, if

Larsen was living, an order for AMP to

purchase and maintain a policy in that

amount on his life. Neuma alleged that

AMP should not have discontinued these

benefits under the terms of the Summary

Plan Description. Count II alleged an

Illinois state law cause of negligent

misrepresentation, due to alleged

omissions and false statements of fact

made by AMP during its correspondence

with Neuma prior to Neuma’s purchase of

Larsen’s benefits. Neuma claimed that

these misrepresentations caused it to

suffer damages by purchasing benefits

that were less valuable than what it had

anticipated. Count IV of the complaint

again alleged a claim under Section

502(c) of ERISA, based on AMP’s failure

to respond to Neuma’s requests for plan

documents within the thirty-day time

limit mandated by that section of the

Act./2 

B. District Court Proceedings

 On January 18, 2000, Neuma filed a

motion for summary judgment as to Count I

of its complaint. In response, AMP filed

a cross-motion for summary judgment on

that count, as well as a motion for

summary judgment on the other remaining

counts.

 In its order of May 18, 2000, the

district court ruled on these motions.

With respect to Count I, Neuma’s request

to recover benefits, the court found in

favor of AMP. AMP had argued that any

dispute on this point was resolved by the

language of the Disability Clause in the

Summary Plan Description, which stated

that "[i]n no event . . . will [life

insurance for disabled employees] be

continued beyond the date the life

insurance provisions of the Plan
terminate." R.42, Ex.6 at 19. AMP claimed

that the language of the Summary Plan

Description clearly identified the "Plan"

as the Provident Policy, and that because

it had the right to and did terminate

that Policy on December 31, 1997, it no

longer had any obligation to pay Larsen’s

life insurance premiums after that date.

In contrast, Neuma maintained that AMP’s

life insurance program was one part of a

more comprehensive employee benefit plan

that also included medical and dental

insurance (the "Benefit Plan"). It

contended that, when the Disability

Clause referred to the "Plan," this

reference was not to the Provident

Policy, but to a larger Benefit Plan as a

whole, and it claimed that extrinsic

evidence it presented had established

that fact conclusively. Therefore,

because AMP continued to provide some

form of life insurance to its employees

(through the MetLife policy) after it

cancelled the Provident Policy, Neuma

argued that the "life insurance

provisions of the Plan" had not

terminated when the Provident Policy was

cancelled and that AMP should have

continued to pay Larsen’s premiums after

that date. In ruling for AMP on this

issue, the district court held that the

unambiguous language of the Summary Plan

Description showed that the "Plan"

referred to in the Disability Clause was

the Provident Policy, not a more

comprehensive Benefit Plan run by AMP.

The key piece of evidence for the

district court was that, at the beginning

of the Summary Plan Description, it

explicitly stated that any usage of the

term "Plan" in that document referred to

Provident Policy No. N-377. The court

then found that, because the Summary Plan

Description allowed AMP to terminate the

"Plan" at any time, and, because the

Disability Clause explained that disabled

employees will not continue to receive

life insurance benefits after the "life

insurance provisions of the Plan

terminate," AMP’s obligation to pay

Larsen’s life insurance premiums ended

when the Provident Policy was cancelled.

Therefore, AMP’s motion for summary

judgment on Count I was granted./3

 As to Count IV, Neuma’s allegation that

AMP did not respond in the proper ERISAmandated time period to its request for

plan documents, the court also granted

summary judgment for AMP. It held that,
when Neuma made its request for

information, Neuma was not a plan

"beneficiary" entitled to those documents

under ERISA, because it did not have a

"colorable claim" that it would prevail

in a suit for benefits. In the court’s

view, the clear language of the Summary

Plan Description explained that AMP’s

obligation to pay Larsen’s life insurance

premiums ended on December 31, 1997, the

date AMP discontinued the Provident

Policy. 

 Lastly, with regard to Count II’s state

law negligent misrepresentation claim,

the district court declined to exercise

supplemental jurisdiction because it had

dismissed all of the federal claims in

the lawsuit. Accordingly, it dismissed

Count II without prejudice to Neuma’s

refiling the claim in state court.

II

DISCUSSION

A. Introduction

1.

 Neuma contends that the district court

erred in its disposition of Counts I, II

and IV. As to Count I, it submits that

the district court’s interpretation of

the word "Plan" in the Disability Clause

was incorrect. In Neuma’s view, the

language of the Summary Plan Description

is at least ambiguous in this regard,

and, indeed, suggests strongly the

opposite conclusion: that the word "Plan"

means the comprehensive AMP Benefit Plan

covering medical, dental and life

insurance. Neuma contends that it has

provided, but the district court

disregarded, extrinsic evidence that

supports such an interpretation. Second,

Neuma claims that the district court

erred in its ruling on Count IV. It

contends that it is certainly a

"beneficiary" under the meaning of ERISA

and therefore is entitled to invoke the

provisions of Section 502(c) because it

has at least a "colorable claim" for

benefits under ERISA. Neuma points out

that, even if it did not ultimately

succeed, its claim was at least

"colorable" because it had an arguable

chance of success and was not frivolous.

Lastly, Neuma maintains that the district

court erred in dismissing Count II’s
negligent misrepresentation claim because

the district court had diversity

jurisdiction, not supplemental

jurisdiction, over that claim.

2.

 The district court disposed of Counts I

and IV by granting summary judgment to

AMP. We apply a de novo standard of

review to the district court’s decision.

See Thomas v. Pearle Vision, Inc., 251

F.3d 1132, 1136 (7th Cir. 2001). Summary

judgment should be granted if "the

pleadings, depositions, answers to

interrogatories, and admissions on file,

together with the affidavits, if any,

show that there is no genuine issue as to

any material fact and that the moving

party is entitled to a judgment as a

matter of law." Fed. R. Civ. P. 56(c);

see also Celotex Corp. v. Catrett, 477

U.S. 317, 322-23 (1986). In determining

whether a genuine issue of material fact

exists, we consider the evidence in the

light most favorable to the non-moving

party. See Adickes v. S.H. Kress & Co.,

398 U.S. 144, 157 (1970); Grun v. Pneumo

Abex Corp., 163 F.3d 411, 419 (7th Cir.

1998), cert. denied, 526 U.S. 1087

(1999). This court has noted that cases

involving the interpretation of

contractual documents are particularly

well-suited to disposition on summary

judgment. See Grun, 163 F.3d at 419; Ryan

v. Chromalloy Am. Corp., 877 F.2d 598,

602 (7th Cir. 1989).

 With respect to Count II, we review a

district court’s dismissal for lack of

subject matter jurisdiction de novo. See

LaBonte v. United States, 233 F.3d 1049,

1052 (7th Cir. 2000); Haven v. Polska,

215 F.3d 727, 731 (7th Cir.), cert.

denied, Haven v. Republic of Poland, 121

S. Ct. 573 (2000). 

B. Recovery of Benefits Under Section

502(a)(1)(B) of ERISA

 We first examine Neuma’s allegation that

AMP improperly discontinued Larsen’s

group life insurance benefits after it

cancelled the Provident Policy at the end

of 1997. As an initial matter, both

parties agree that the AMP life insurance

program that Larsen enrolled in is an

"employee welfare benefit plan" as

defined by ERISA. ERISA defines such

plans as "any plan, fund, or program . .
. established or maintained by an

employer . . . for the purpose of

providing for its participants or their

beneficiaries, through the purchase of

insurance or otherwise . . . medical,

surgical, or hospital care or benefits,

or benefits in the event of sickness,

accident, disability, [or] death." 29

U.S.C. sec. 1002(1)(A). AMP contends that

this life insurance program constitutes

an entire benefit plan unto itself.

Neuma, however, claims that the life

insurance program was but one part of a

larger Benefit Plan provided by AMP,

entitled the "AMP AKZO Corporation

Medical, Dental, Life Insurance Plan,"

which also included medical and dental

insurance./4

 ERISA plans are governed by written

documents that define their scope; the

statute requires that "[e]very employee

benefit plan . . . be established and

maintained pursuant to a written

instrument." 29 U.S.C. sec. 1102(a)(1).

"Through those instruments, the parties

are free to subject such welfare benefits

to vesting requirements not provided by

ERISA, or they may reserve the power to

terminate such plans." Ryan, 877 F.2d at

603. ERISA requires that employers

provide these documents to their

employees to protect their interests as

participants in employee welfare plans.

See Panaras v. Liquid Carbonic Indus.

Corp., 74 F.3d 786, 788 (7th Cir. 1996)

(citing 29 U.S.C. sec. 1001(b)). 

 Although they dispute the nature of the

ERISA plan at issue, the parties agree

that the plan document that describes the

contours of Larsen’s life insurance

benefits is the Summary Plan Description.

Apparently, there are no other existing

plan documents that relate to the group

life insurance benefits at issue in this

litigation. The disagreement between the

parties centers on a key provision of

that Summary Plan Description, the

Disability Clause. This clause explains

AMP’s responsibilities to employees such

as Larsen who become disabled before age

60, with regard to the payment of life

insurance premiums. It states that, if a

policyholder becomes disabled, AMP "will

keep [his] life insurance in force by

paying the appropriate premium as long as

[he is] disabled." R.42, Ex.6 at 19. Yet,

it further states that "[i]n no event,

however, will such insurance be continued
beyond the date the life insurance

provisions of the Plan terminate." Id.

The meaning of the word "Plan" in the

clause is crucial.

 Neuma claims that "Plan" refers to a

larger medical, dental and life insurance

plan that AMP provided to its employees,

of which the Provident Policy was merely

a part. Under this interpretation, AMP

was obligated to continue paying Larsen’s

life insurance premiums as long as the

life insurance provisions of that larger

Benefit Plan remained in effect.

Therefore, because AMP continued to

provide life insurance coverage to its

employees through MetLife after it

cancelled the Provident Policy, it should

have continued to provide coverage to

Larsen under the Disability Clause even

after the Provident Policy was replaced

by the MetLife policy. AMP counters that,

in the Summary Plan Description, "Plan"

clearly refers to the Provident Policy,

and that, when that policy was cancelled,

its obligation to provide group life

insurance benefits to Larsen also ended.

 In interpreting the language of the

Disability Clause, we must apply federal

common law rules of contract

interpretation. See, e.g., Grun, 163 F.3d

at 419; Brewer v. Protexall, Inc., 50

F.3d 453, 457 (7th Cir. 1995). "Those

rules direct us to interpret ERISA plans

in an ordinary and popular sense as would

a person of average intelligence and

experience." Brewer, 50 F.3d at 457

(citation and quotation marks omitted).

In attempting to interpret such plans,

our first task is to determine if the

contract at issue is ambiguous or

unambiguous. See Grun, 163 F.3d at 420;

Ryan, 877 F.2d at 602. Contract language

is ambiguous if it is susceptible to more

than one reasonable interpretation. See

Grun, 163 F.3d at 420; Brewer, 50 F.3d at

458. If a district court determines that

the provision is without ambiguity, we

have noted that "it need not consider

extrinsic evidence" and should "proceed

to declare the meaning" of the provision.

Ryan, 163 F.3d at 602; see also Moriarty

v. Svec, 164 F.3d 323, 330 (7th Cir.

1998); Swaback v. Am. Info. Techs. Corp.,

103 F.3d 535, 541 (7th Cir. 1996). Thus,

if a document governing an ERISA plan is

unambiguous, this court will not look be

yond its "four corners" in interpreting

its meaning. Mathews v. Sears Pension
Plan, 144 F.3d 461, 466 (7th Cir. 1998).

 In reviewing the Summary Plan

Description, we believe that the document

unambiguously equates the term "Plan"

with the Provident Policy. The Disability

Clause therefore absolved AMP of the

responsibility to continue to pay

Larsen’s life insurance premiums after it

discontinued that Policy. 

 The most compelling passage from the

Plan in this regard, which the district

court highlighted prominently in its

opinion, is located on page 5 of the

Summary Plan Description, before any of

the substantive provisions of that

document. It appears in a letter from

Provident’s president and chief executive

officer that specifies the following:

PROVIDENT

LIFE AND ACCIDENT

INSURANCE COMPANY

Chattanooga, Tennessee

(herein called the Provident)

Certifies that it has issued Group Policy

No. N-377

(herein called the Plan) to

AMP CIRCUITS, AN AMP DIVISION

(herein called the Policyholder)

The Plan provides the benefits described

on the following pages for certain

employees covered under the Plan. This

booklet gives the principal provisions of

the Plan. The Plan alone constitutes the

entire contract between the Provident and

the Policyholder.

Employees become covered under the Plan

as provided on a following page. This

booklet becomes the employee’s

certificate of coverage while covered

under the Plan.

The benefits and provisions described on

the following pages are subject in all

respects to the terms and conditions of

the Plan.

[signature]

President and Chief Executive Officer

Provident Life and Accident

Insurance Company

R.42, Ex.6 at 5 (emphasis added). This
portion of the Summary Plan Description

clearly states that Group Policy No. N377, which all parties agree is the

Provident Policy that covered Larsen,

will be "herein called the Plan" in the

remainder of the Summary Plan

Description. Id. It then notes that the

Provident Policy "provides the benefits

described on the following pages" for

employees covered under that Policy. Id.

Moreover, the statement itself is signed

by Provident’s president, which suggests

that the document that contains it refers

exclusively to a Provident-related

product. These statements provide direct

and unambiguous evidence that the use of

the term "Plan" in the Summary Plan

Description (including the Disability

Clause) refers to the Provident Policy.

 Other textual passages in the Summary

Plan Description support the same

conclusion. On the cover of the booklet,

along with its title ("Group Benefits

Program for Employees of AMP Circuits, an

AMP Division"), is a logo that reads:

"Provident Life and Accident Insurance

Company." Id. Moreover, the booklet

itself has many provisions relating to

life insurance and Provident, but it

provides no direct reference to any other

type of insurance or to a more

comprehensive benefit plan. Additionally,

a number of times in the document the

word "Plan" is referred to in a way that

appears to relate directly to a life

insurance policy provided by Provident.

Page 9 notes that certain representations

"made to the employee by the Policyholder

. . . about being covered for benefits

under this Plan . . . shall: (a) not be

considered as representations or

statements made by, or on behalf of, the

Provident; and (b) not bind the Provident

for benefits under the Plan." Id. at 9

(emphasis in original). On page 21, the

text explains that "[t]he Provident will

pay to you the amount shown if the

Dependant dies while covered under the

Plan." Id. at 21. And on page 26 the

document states that "[c]laims for

benefits under the Plan are to be

submitted to Provident" and that

"[p]ayment of claims under the Plan will

be made by the Provident." Id. at 26. 

 Neuma points to several other passages

in the document to demonstrate ambiguity

regarding the meaning of the word "Plan,"

but its arguments are not persuasive.
First, it notes that the document refers

to the title of the "Plan" in a few

different ways: on page 1, it refers to

it as the "Life Insurance Plan;" on page

5’s letter from Provident’s president,

the "Plan" is called "Group Policy No. N377" and on page 25, the document states

that "[t]he name of the Plan is [the]

Employees Group Life Benefit Program."

Id. at 1, 5, & 25. Neuma submits that,

because they use different titles for the

"Plan," these examples create confusion

as to what that term means. We cannot

accept this argument. Indeed, this

argument supports AMP’s interpretation of

"Plan," not Neuma’s. Each of these titles

indicates a connection to a life

insurance policy alone, such as the

Provident Policy; none suggests a

reference to a more comprehensive Benefit

Plan containing medical, dental and life

insurance plans.

 Second, Neuma points to the Disability

Clause itself, which states that AMP will

not keep a disabled employee’s life

insurance benefits in force beyond the

date that "the life insurance provisions

of" the Plan terminate. Id. at 19. Neuma

maintains that the only logical reading

of this phrase suggests that the "Plan"

must have provisions other than those

relating to life insurance, because, if

it did not, the phrase would be

redundant. Therefore, it claims that, be

cause the Provident Policy solely refers

to life insurance coverage, to give

effect to each word of the Disability

Clause, the term "Plan" must identify a

larger Benefit Plan that contains the

Policy along with many other components.

However, the passage in question must be

read within the context of the entire

document, including the specific

provisions that we previously have noted.

When evaluated in this context, the

phrase highlighted by Neuma does not

cause the term "Plan" to be susceptible

to more than one reasonable

interpretation. See Grun, 163 F.3d at

420. As we noted earlier, in many

instances the Summary Plan Description

either specifically equates the "Plan"

with the Provident Policy or references

the word in a way that can seemingly

point to nothing other than the Policy.

At no point does the document explicitly

mention the more comprehensive Benefit

Plan that Neuma refers to, or any form of

medical or dental insurance. Read in this
context, the Disability Clause’s

reference to "the life insurance

provisions of" the "Plan" appear to be

simply the result of cautious drafting

designed to distinguish those provisions

of the Provident Policy from others

concerned with administrative detail./5

 Neuma notes that, even if we find that

the term "Plan" is unambiguous, in

limited circumstances parties may present

objective extrinsic evidence to

demonstrate that, although a contract

appears unambiguous, a disputed term

actually means something different from

what it appears to mean on its face. See

Rossetto v. Pabst Brewing Co., Inc., 217

F.3d 539, 542 (7th Cir. 2000), cert.

denied, 121 S. Ct. 1191 (2001); Mathews,

144 F.3d at 466. This type of ambiguity

is often referred to as latent or

extrinsic ambiguity. See Rossetto, 217

F.3d at 542-43 (distinguishing latent

ambiguity from patent ambiguity, which is

ambiguity that is clear from the reading

of a contract’s language); Stone

Container Corp. v. Hartford Steam Boiler

Inspection & Ins. Co., 165 F.3d 1157,

1162 (7th Cir. 1999) (same). Neuma claims

that the term "Plan" is, at the least,

latently ambiguous, even if it is not

ambiguous on its face. To support this

assertion, it puts forward two pieces of

extrinsic evidence.

 Neuma first refers us to a separate

summary plan description for the MetLife

insurance policy that replaced the

Provident Policy in providing life

insurance coverage to AMP’s employees. It

notes that this document shows that,

although the MetLife policy has a

different policy number than the

Provident Policy, it identifies a Plan

Identification Number of "13-3429437-

524," the same identification number as

that located in the Provident Policy’s

Summary Plan Description. R.40, Ex.5D at

32. Neuma then assumes that this number

must refer to the larger Benefit Plan and

that its presence in the Provident

Summary Plan Description demonstrates

that the "Plan" referenced in that

document must be the Benefit Plan.

Second, Neuma refers to the 1997 and 1998

"Form 5500 Annual Return/Report of

Employee Benefit Plan" (the "Form 5500s")

submitted by AMP to the IRS in those

years. These documents each appear to (1)

identify a benefit plan entitled the "AMP
AKZO Corporation Medical, Dental, Life

Insurance Plan," which includes a life

insurance policy and a health maintenance

organization ("HMO") policy that provides

medical and dental coverage to AMP

employees, and (2) state that this plan

was not terminated in 1997 or 1998,

respectively./6 Neuma then claims that,

because these documents identify a more

comprehensive benefit plan than one that

simply included a life insurance policy,

the "Plan" referenced in the Summary Plan

Description must also equate to a larger

AMP Benefit Plan.

 With respect to the identification

number "13-3429437-524," it is unclear as

to what this number actually refers.

Neuma has not put forward any evidence

linking the number to a Benefit Plan that

provides medical, dental and life

insurance. By contrast, when Neuma’s

attorney asked Jacqueline Mooneyhan, a

Human Resources Manager at AMP, about the

fact that this same number was listed as

an identification number in both the

Provident and MetLife summary plan

descriptions, she replied that this

number was issued by the government and

referred not to a larger Benefit Plan but

only to AMP’s life insurance plan./7

 As for the Form 5500s, the district

court questioned their accuracy, noting

that the 1998 form incorrectly listed

Provident as the life insurance carrier

for that year, when in fact MetLife

provided life insurance coverage for AMP

employees at that time. See R.49 at 5

(noting that it "may be that other

aspects of these [forms] are incorrect as

well"). Regardless, even if the Form

5500s do reference a larger Benefit Plan,

they cannot bring serious dispute to the

fact that the word "Plan" in the Summary

Plan Description refers to the Provident

Policy. 

 We agree with the district court’s

determination that the Disability

Clause’s reference to the "Plan" clearly

equated it with the Provident Policy.

Therefore, because the Disability Clause

specifically stated that AMP was

responsible for paying Larsen’s life

insurance premiums only until "the life

insurance provisions of the Plan

terminate," AMP’s obligation to pay those

premiums ended on December 31, 1997. As a

result, the court was correct in granting
summary judgment to AMP on Count I.

C. Failure to Produce Documents under

Section 502(c) of ERISA

 In Count IV of its complaint, Neuma

sought to recover penalties under Section

502(c) of ERISA, which requires plan

administrators to provide information

requested by plan participants or

beneficiaries within thirty days of such

a request, or face a statutory fine. See

29 U.S.C. sec. 1132(c) (1)(B)./8 Neuma

had made this request to AMP by letter on

August 6, 1998, when it asked to be

provided with "a copy of the master

[Provident] insurance policy, plan

document and related amendments thereto,

summary plan description and all other

documents constituting the benefit plan

and insurance policy under which the

policy was maintained." R.47, Ex.A. This

request was made pursuant to 29 U.S.C.

sec. 1024(b)(4), one of ERISA’s

disclosure provisions, which requires

that: 

The administrator shall, upon written

request of any participant or

beneficiary, furnish a copy of the latest

updated summary plan description, plan

description, and the latest annual

report, any terminal report, the

bargaining agreement, trust agreement,

contract, or other instruments under

which the plan is established or

operated.

AMP claimed that it did not receive this

request until December 10, 1998./9 On

that date, Mooneyhan sent a copy of what

she claimed was the relevant summary plan

description to Neuma, and stated that she

was "not in possession of the master

insurance policy, plan document and

related amendments." Id., Ex.B. Neuma

claims that the summary plan description

provided by Mooneyhan at that time was

outdated because it had been superceded

by the Summary Plan Description described

in this opinion on July 1, 1996. On

February 17, 1999, AMP, through its

attorneys, sent other documents to Neuma

regarding the Provident Policy, including

the updated Summary Plan Description and

unsigned copies of other Provident group

policy documents. On April 1, 1999, AMP’s

attorneys provided Neuma with signed

copies of those Provident group policy

documents.
 Under ERISA, only a "participant" or a

"beneficiary" is entitled to request such

plan documents and seek penalties for the

failure of their production. 29 U.S.C.

sec.sec. 1024(b)(4) & 1132(c)(1)(B).

Neuma claims that it was a "beneficiary,"

defined by ERISA as a "person designated

by a participant, or by the terms of an

employee benefit plan, who is or may

become entitled to a benefit thereunder."

29 U.S.C. sec. 1002(8). The parties do

not dispute that Larsen designated Neuma

as the recipient of his life insurance

benefits. However, a party such as Neuma

can demonstrate that it "may become

entitled to a benefit," and therefore be

considered a "beneficiary" for

jurisdictional purposes, only if it can

show that at the time it filed suit it

had a colorable claim to vested benefits.

See Riordan v. Commonwealth Edison Co.,

128 F.3d 549, 552 (7th Cir. 1997);

Kennedy v. Conn. Gen. Life Ins. Co., 924

F.2d 698, 700 (7th Cir. 1991) (citing

Firestone Tire & Rubber Co. v. Bruch, 489

U.S. 101, 117-18 (1989))./10 The

district court held that Neuma had not

made a colorable claim that it was due

benefits because "the summary plan

description . . . unambiguously equates

the Provident Policy with the plan;"

therefore, Neuma’s claim for benefits was

not "subject to reasonable debate." R.49

at 10.

 We have noted that "[t]he requirement of

a colorable claim is not a stringent

one." Panaras, 74 F.3d at 790. A

plaintiff achieves status as a

beneficiary if they have even an

"arguable" claim; "[o]nly if the language

of the plan is so clear that any claim as

an assignee must be frivolous is

jurisdiction lacking." Kennedy, 924 F.2d

at 700; see also Panaras, 74 F.3d at 790.

Even in cases where a plaintiff’s claim

ultimately failed, the "possibility" of

success was sufficient to establish

participant or beneficiary status.

Kennedy, 924 F.2d at 701; see also

Jackson v. E.J. Brach Corp., 176 F.3d

971, 979 (7th Cir. 1999); Riordan, 128

F.3d at 552; Panaras, 74 F.3d at 790. A

determination regarding the relative

strength of that claim has often been

deemed to go to the merits, not to

whether standing as a participant or

beneficiary was demonstrated. See

Riordan, 128 F.3d at 552; Kennedy, 924
F.2d at 701./11 

 With this minimal standard in mind, we

must respectfully disagree with the

district court’s conclusion that Neuma’s

claim was not colorable under ERISA. The

parties do not dispute that Larsen

properly assigned his right to benefits

to Neuma, and Neuma claimed that the

language of the plan documents required

AMP to continue to pay Larsen’s life

insurance premiums. This legal argument

"is ’not so bizarre or so out of line

with existing precedent’" that Neuma has

failed to meet "’the low threshold of the

colorable requirement.’" Panaras, 74 F.3d

at 790 (quoting Andre v. Salem Technical

Servs., 797 F. Supp. 1416, 1421 (N.D.

Ill. 1992)) (internal quotation marks

omitted). After reviewing the merits of

Neuma’s claim, we have found that the

language of the Summary Plan Description

does not afford Neuma the relief it

seeks. However, the claim had at least an

arguable chance of success, and we do not

believe that in hindsight it should be

deemed so obviously lacking in any legal

merit as to be characterized as

frivolous.

 Accordingly, we reverse the district

court’s decision on this issue. In doing

so, we note that a determination as to

whether penalties should be awarded under

Section 502(c) is a matter left to the

discretion of the district court, see 29

U.S.C. sec. 1132(c)(1), and we express no

opinion as to whether any penalty would

be appropriate in this case.

D. Negligent Misrepresentation Claim

 Count II of Neuma’s complaint is styled

as a state law, negligent

misrepresentation claim against AMP. It

notes that, before Neuma purchased the

rights to Larsen’s group life insurance

benefits, it requested information from

AMP regarding the contours of those

benefits. A few days after receiving that

information, Neuma purchased the rights

in question. Now, in Count II, Neuma

alleges that the information provided by

AMP "omitted material facts and contained

false statements of material facts

concerning the operation of the Plan as

applied to Larsen." R.38 at 5-6. Neuma

claims that, in its response, AMP

negligently (1) stated incorrectly the

amount of Larsen’s life insurance
coverage; (2) provided incorrect

information regarding how the amount of

that insurance could decrease in the

future and (3) omitted important

information about the extent to which

conversion to an individual policy of

insurance was available, in the event

that AMP terminated Larsen’s coverage.

More generally, Neuma claims that it

suffered damages by paying "valuable

consideration" for an amount of life

insurance benefits that AMP now claims

"are not provided under the terms of the

Plan." Id. at 6. Among other relief,

Neuma sought compensatory damages in the

amount of $81,600, the full amount of the

life insurance benefits for which Larsen

enrolled while working at AMP. 

 Having dismissed the federal ERISA

claims in the suit, the district court

declined to exercise supplemental

jurisdiction and dismissed Count II

without prejudice, so that it could be

filed in state court. Neuma submits that

the district court chose the wrong course

because it had diversity jurisdiction

over this claim and should have retained

the claim on that basis. AMP counters by

arguing that diversity jurisdiction does

not exist because the amount in

controversy is below the statutory

threshold. AMP comes to this result by

arguing first that the allegations in

Count II that involve the administration

of the benefit plan and monies due under

that plan are completely preempted by

ERISA. It then claims that dismissal of

this count was proper because "when

stripped of the allegations relating to

administration of the Plan, and monies

purportedly due under the Plan, [Count

II] does not allege diversity

jurisdiction." Appellee’s Br. at 19. AMP

maintains that "the only non-Plan damages

would be the consideration which Neuma

paid for the assignment" and because

"this amount was not alleged, diversity

jurisdiction was not satisfied." Id. 

 We cannot accept AMP’s argument that the

allegations in Count II are completely

preempted by ERISA. The complete

preemption doctrine is an exception to

the well-pleaded complaint rule, which

normally allows that "’the plaintiff is

master of the complaint . . . and that

the plaintiff may, by eschewing claims

based on federal law, choose to have the

cause heard in state court.’" Speciale v.
Seybold, 147 F.3d 612, 614 (7th Cir.

1998) (quoting Caterpillar, Inc. v. Will

iams, 482 U.S. 386, 398-99 (1987)). "This

jurisdictional doctrine provides that ’to

the extent that Congress has displaced a

plaintiff’s state law claim, that intent

informs the well-pleaded complaint rule,

and a plaintiff’s attempt to utilize the

displaced state law is properly

recharacterized as a complaint arising

under federal law.’" Jass v. Prudential

Health Care Plan, Inc., 88 F.3d 1482,

1487 (7th Cir. 1996) (quoting Rice v.

Panchal, 65 F.3d 637, 640 n.2 (7th Cir.

1995)). The Supreme Court has held that

the civil enforcement provision of ERISA,

Section 502(a), completely preempts state

law causes of action that fall within the

scope of that provision. See Metropolitan

Life Ins. Co. v. Taylor, 481 U.S. 58, 67

(1987); see also Speciale, 147 F.3d at

615. Our cases have identified three

factors to be used in determining whether

a plaintiff’s state law claim is properly

characterized as a suit under ERISA’s

Section 502(a): "(1) whether the

plaintiff is eligible to bring a claim

under that section, (2) whether the

plaintiff’s cause of action falls within

the scope of an ERISA provision that the

plaintiff can enforce via sec. 502(a),

and (3) whether the plaintiff’s state law

claim cannot be resolved without an

interpretation of the contract governed

by federal law." Jass, 88 F.3d at 1487

(internal citations and quotation marks

omitted).

 Neuma’s claim in Count II is that AMP,

as the plan administrator, misrepresented

the terms and conditions of Larsen’s life

insurance program, causing Neuma to

purchase the rights to a policy that was

far less valuable than it was led to

believe. The closest analogue to an ERISA

cause of action would appear to be a

claim for breach of a fiduciary duty by

AMP in negligently misrepresenting the

terms of the plan./12 However, when

Neuma requested this information, prior

to its purchase of Larsen’s right to

benefits, it was not a participant or

beneficiary to whom AMP would have owed a

fiduciary duty. See 29 U.S.C. sec. 1104

(stating that, under ERISA, a fiduciary

must "discharge his duties with respect

to a plan solely in the interest of the

participants and beneficiaries"); see

also Uselton v. Commercial Lovelace Motor

Freight, Inc., 940 F.2d 564, 582-83 (10th
Cir. 1991). In light of the fact that

Neuma’s claim in Count II does not fall

within the scope of an ERISA provision

that it can enforce via Section 502(a),

we do not believe that the claim is

completely preempted by ERISA./13

 In order to support diversity

jurisdiction under 28 U.S.C. sec. 1332,

two basic requirements must be satisfied:

(1) complete diversity of citizenship

between the plaintiffs and the defendants

and (2) the proper amount in controversy

(more than $75,000). See Del Vecchio v.

Conseco, Inc., 230 F.3d 974, 977 (7th

Cir. 2000). There is no dispute that

diversity of citizenship exists in this

case./14 Moreover, aside from its

argument regarding complete preemption,

AMP does not otherwise challenge Neuma’s

allegations with respect to the proper

jurisdictional amount at stake. To

satisfy diversity jurisdiction, Neuma

must demonstrate no more than a good

faith, minimally reasonable belief that

its claim will result in a judgment in

excess of $75,000. See St. Paul Mercury

Indem. Co. v. Red Cab Co., 303 U.S. 283,

288-89 (1938); Herremans v. Carrera

Designs, Inc., 157 F.3d 1118, 1121 (7th

Cir. 1998). Neuma has claimed damages of

at least $81,600, the amount that it

asserts was due under Larsen’s policy

based on the representations made by AMP.

At this stage in the proceedings, we

cannot say to a legal certainty that

Neuma’s claim is for less then the

statutorily required amount. See Lindland

v. United States of Am. Wrestling Ass’n,

Inc., 230 F.3d 1036, 1038 (7th Cir. 2000)

(citing St. Paul, 303 U.S. at 289). 

Conclusion 

 For the reasons set forth in this

opinion, we affirm the district court’s

judgment denying Neuma’s claim for

benefits under Section 502(a)(1)(B). We

reverse the district court’s decision

denying Neuma’s claim for penalties under

Section 502(c) and remand that claim to

the court for further proceedings

consistent with this opinion. Lastly, we

reverse the district court’s dismissal of

the negligent misrepresentation claim and

remand that claim to the district court

for further proceedings. The parties

shall bear their own costs in this court.

AFFIRMED in part, REVERSED in part,
and REMANDED

FOOTNOTES

/1 Neuma also named Provident Life and Accident

Insurance Company ("Provident"), the company that

provided the life insurance policy in which

Larsen had enrolled, as a co-defendant. However,

Provident reached a settlement agreement with

Neuma and, consequently, was dismissed from the

case.

/2 Count III of the complaint involved a claim that

AMP breached its fiduciary duty in discharging

its duties as plan administrator and plan sponsor

under 29 U.S.C. sec. 1104(a)(1) of ERISA. The

district court ruled in favor of AMP on this

claim and Neuma does not challenge that ruling on

appeal.

/3 Before the district court, Neuma also argued that

regardless of whether the "Plan" in the Disability Clause ended, a "Reservation of Rights" clause

in the Summary Plan Description precluded AMP

from terminating the life insurance benefits of

disabled employees like Larsen. This clause gave

AMP the right to terminate the plan at any time,

and notes that "[a]ny such change or termination

in benefits . . . may apply to active employees,

future retirees and current retirees as either

separate groups or as one group." R.42, Ex.6 at

9. Neuma argued that this provision allowed AMP

to terminate the benefits of those listed groups

of employees, but not disabled former employees

like Larsen. The court disagreed, noting that

this reading would conflict with the wording of

the Disability Clause, which required AMP to pay

disabled employees’ premiums only until the "life

insurance provisions of the Plan terminate." Id.

at 19. In its appellate brief, Neuma maintains

that the "Reservation of Rights" clause does not

give AMP the right to discontinue the coverage of

a disabled employee such as Larsen, but it also

agrees with the district court that Neuma’s

rights turn on an interpretation of the Disability Clause. Neuma notes that the district court

properly held that the Disability Clause, not the

"Reservation of Rights" clause, sets forth AMP’s

right to terminate life insurance benefits of

disabled employees.

/4 In this claim to recover benefits under Section

502(a)(1)(B), Neuma seeks recovery only from AMP

and not from the plan itself. We continually have

noted that "’ERISA permits suits to recover

benefits only against the Plan as an entity.’"

Jass v. Prudential Health Care Plan, Inc., 88

F.3d 1482, 1490 (7th Cir. 1996) (quoting Gelardi

v. Pertec Computer Corp., 761 F.2d 1323, 1324

(9th Cir. 1985)); see also 29 U.S.C.
sec. 1132(d)(2); Garratt v. Knowles, 245 F.3d

941, 949 (7th Cir. 2001); Riordan v. Commonwealth

Edison Co., 128 F.3d 549, 551 (7th Cir. 1997). We

have, however, allowed a suit for benefits to go

forward with an employer named as the defendant

when the employer was the plan administrator and

the employer and the plan were otherwise closely

intertwined. See Mein v. Carus Corp., 241 F.3d

581, 585 (7th Cir. 2001); Riordan, 128 F.3d at

551. 

 This case presents a rather novel factual

situation for the application of these principles. In this case, the parties disagree over the

identity of the relevant plan; this complication

made it more difficult for Neuma to determine

which "plan" was the proper entity to sue. Consequently, the record is somewhat unclear as to the

exact relationship between AMP and the relevant

plan. On one hand, both parties agree that the

instrument under which that plan is operated is

the Summary Plan Description. AMP is listed as

the plan administrator in the Summary Plan Description. It therefore appears that AMP is the

ERISA plan administrator, defined as "the person

specifically so designated by the terms of the

instrument under which the plan is operated." 29

U.S.C. sec. 1002(16)(A)(i). Notably, the Summary

Plan Description also lists AMP as the plan’s

designated agent for service of process. See

Mein, 241 F.3d at 585 (holding that designation

as an agent for service of process is one factor

demonstrating a close connection between the

employer and the plan, a situation that permits

the naming of the employer as a defendant);

Riordan, 128 F.3d at 551 (same). On the other

hand, as our disposition regarding Neuma’s claim

for benefits demonstrates, the Summary Plan

Description does clearly refer to a "Plan" synonymous with the Provident Policy, a fact that

would make it less understandable for Neuma to

confuse AMP as an entity with the relevant plan.

 Given the lack of clarity in the record, AMP’s

decision not to pursue summary judgment on this

basis, and our determination that Neuma is not

due benefits under the terms of the Summary Plan

Description, we do not think that it is appropriate to dismiss this suit on the ground that Neuma

has sued the wrong party. Cf. Riordan, 128 F.3d

at 551. Moreover, as one potential form of relief

in Count I, Neuma also requested that AMP be

required to purchase and maintain an insurance

policy on Larsen’s life. This request permits

recharacterization of this claim as one seeking

a form of equitable relief to redress a plan

violation under ERISA Section 502(a)(3)(B), 29

U.S.C. sec. 1132(a)(3)(B). Cf. Bowerman v. WalMart Stores, 226 F.3d 574, 592 (7th Cir. 2000).
/5 Neuma also points out that, although AMP is

listed as the ERISA plan administrator, the

document also recites that "[a]ll benefits are

administered by Provident Life and Accident

Insurance Company." R.42, Ex.6 at 1. Neuma contends that, if Provident "administers" the Policy, then AMP must be the "administrator" of a

"Plan" that does not equate to the Policy. However, a reading of the Summary Plan Description

makes clear that, under the same "Plan," AMP and

Provident would have different responsibilities.

As the designated plan administrator, AMP was

responsible for providing plan information to

participants and beneficiaries and answering

questions about the plan, while Provident, as the

"Claims Fiduciary," processed all claims for

benefits. Id. at 25-28.

/6 The documents appear to show that the HMO policy

in 1997 was issued by Kaiser Permanente and in

1998 was issued by Aetna/US Healthcare. 

/7 Q: [Neuma’s attorney] Now, directing your attention to page 32 of Exhibit 3 [the MetLife summary

plan description]?

A: [Mooneyhan] Yes.

Q: It says Employer Identification Number and

Plan Number; that in fact is the same Plan number

as appears [in the Provident Summary Plan Description], correct?

A: Temporary EI number. That’s issued by the

federal government. That doesn’t change.

Q: That 524 number at the end is a Plan number,

isn’t it?

A: Right.

Q: And that’s specific to the Benefit Plan of

AMP, correct?

A: The life--it’s the Plan number for the Life

Plan.

R.42, Ex.4 at 210-11.

/8 29 U.S.C. sec. 1132(c)(1) provides in relevant

part that:

Any administrator . . . (B) who fails or refuses

to comply with a request for any information

which such administrator is required by this

subchapter to furnish to a participant or beneficiary (unless such failure or refusal results

from matters reasonably beyond the control of the

administrator) by mailing the material requested

to the last known address of the requesting
participant or beneficiary within 30 days after

such request may in the court’s discretion be

personally liable to such participant or beneficiary in the amount of up to $100 a day from the

date of such failure or refusal, and the court

may in its discretion order such other relief as

it deems proper.

/9 In its complaint, Neuma states that it made a

second request for plan documents to which it

alleges it was entitled, including the Form 5500s

for 1997 and 1998 and documents relating to the

MetLife insurance policy, on or before October 1,

1999. Neuma claims that AMP refused to produce

these documents and that Neuma was forced to seek

a court order to compel their production. Neuma

also seeks statutory penalties for AMP’s failure

to respond to this second information request.

/10 The district court framed this inquiry as whether, on August 6, 1998, the day that Neuma requested plan information from AMP, Neuma had a

colorable claim for benefits. We have noted that

a plaintiff must have a colorable claim for

benefits not only when he requests plan information but also on the date when the party files

suit. See Winchester v. Pension Comm. of Michael

Reese Health Plan, 942 F.2d 1190, 1193-94 (7th

Cir. 1991) (explaining that because the purpose

of Section 502(c) is not so much to penalize as

to promote ERISA’s goal of providing for prompt

and fair settlements, a plaintiff who had settled

a benefit claim before bringing suit for penalties under Section 502(c) did not have a colorable claim to benefits under ERISA’s meaning);

see also Leo v. Laidlaw, Inc., 38 F. Supp.2d 675,

679 (N.D. Ill. 1999). However, Neuma filed its

first complaint on October 20, 1998, not long

after its request for plan information, and there

is no indication that this discrepancy would have

had any effect on the outcome of the district

court’s determination.

/11 For the claim to be one for "vested benefits,"

Neuma must have a "colorable claim to benefits

which the employer promised to provide pursuant

to the employment relationship and which a

non-frivolous argument suggests have accrued to

the employee’s benefit." Panaras v. Liquid Carbonic Indus. Corp., 74 F.3d 786, 791 (7th Cir.

1996).

/12 Indeed, in its ERISA breach of fiduciary duty

claim in Count III of the complaint, since dismissed by the district court, Neuma alleged that

such a breach occurred due to the misrepresentations discussed in Count II.

/13 AMP makes no argument that Neuma’s claim is

subject to conflict preemption, see 29 U.S.C.
sec. 1144, because, unlike complete preemption,

conflict preemption arises as a federal defense

to a state law claim. For purposes of determining

federal jurisdiction, a court does not rely on

the availability of such a defense, but must

instead look to the allegations made in the

complaint. Cf. Speciale v. Seybold, 147 F.3d 612,

614-17 (7th Cir. 1998).

/14 Neuma is an Illinois corporation with its principal place of business in Illinois, AMP is a

Pennsylvania corporation with its principal place

of business in Pennsylvania and Provident is a

Tennessee corporation with its principal place of

business in Tennessee.