United States Court of Appeals
                              For the Eighth Circuit
                          ___________________________

                                  No. 13-3153
                          ___________________________

                               CeCelia Catherine Ibson

                         lllllllllllllllllllll Plaintiff - Appellant

                                             v.

                          United Healthcare Services, Inc.

                        lllllllllllllllllllll Defendant - Appellee
                                       ____________

                      Appeal from United States District Court
                   for the Southern District of Iowa - Des Moines
                                   ____________

                               Submitted: May 15, 2014
                               Filed: December 18, 2014
                                    ____________

Before RILEY, Chief Judge, BEAM and SHEPHERD, Circuit Judges.
                              ____________

SHEPHERD, Circuit Judge.

       CeCelia Catherine Ibson and her family were insured by United Healthcare
Services, Inc. (UHS) through a policy available to her to as a member of her law firm.
Due to an error, UHS began informing Ibson’s medical providers that Ibson and her
family no longer had insurance coverage. Although UHS eventually paid the claims
it should have paid all along, Ibson initiated this action against UHS raising state law
claims of breach of contract, negligence, and bad faith, and seeking punitive damages.
UHS responded that Ibson’s claims were preempted by the Employee Retirement
Income Security Act (ERISA) and barred by the policy’s three-year contractual
limitations period. The district court agreed with UHS and entered summary
judgment against Ibson. Ibson appeals, asserting the same arguments presented
below. We agree with the district court that Ibson’s state law claims are preempted
under ERISA, however we disagree with the district court’s entry of summary
judgment on the basis of the three-year contractual limitations period. Thus, we
reverse the entry of summary judgment and remand the matter to the district court for
further proceedings.

                                          I.

       Ibson began working as an associate in an Iowa law firm in 2002. She declined
her law firm’s health care coverage because she was covered under her husband’s
employer-provided group health coverage. In 2003, Ibson became a shareholder in
the firm. On March 6, 2004, Ibson applied to UHS for health insurance coverage for
herself and her family under the law firm’s group health coverage. Each shareholder
of the law firm was responsible for his or her own premium payments, however the
firm paid 90% of its covered employees’ premiums for single coverage. The law firm
remitted payment to the insurance company and distributed information from UHS
to the members and employees of the law firm, but performed no other administration
relating to the insurance.

      From 2006 through 2008, Ibson and her family received extensive medical care
for numerous aliments including cancer and a seizure disorder. In January 2008, the
doctor treating Ibson’s children notified her that UHS was rejecting the claims the
doctor submitted on Ibson’s behalf, saying to the providers that Ibson had “no
coverage.” In the following months, Ibson’s own doctor and other medical providers
began contacting Ibson to say that UHS had demanded recoupment for care received

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in 2007, claiming the “services were provided after coverage.” The record is unclear
as to why UHS began denying coverage, but explanations provided by UHS included
Ibson had used an incorrect social security number on her application and a UHS
employee randomly assigned Ibson a new identification number for processing claims
that caused claims filed under the old identification number to be denied.

       On April 4, 2008, UHS sent Ibson an e-mail stating: (1) it would change the
incorrect social security number UHS had on file for Ibson back to her correct social
security number, (2) it would notify the department in charge of recouping monies of
the correction and direct them to stop recoupment proceedings, (3) it would run a
report for all prior claims that had been subjected to recoupment and reprocess those
claims, and (4) it would contact all of Ibson’s medical providers to explain UHS’s
error and to promise that Ibson’s claims would be correctly processed. UHS failed
to follow through on all of these promises. Even as late as January 2010, Ibson
continued to receive notice that her claims were not being processed and UHS
continued recoupment actions. The district court noted that UHS’s behavior, “if true,
is shocking.”

       Ibson’s law firm cancelled the policy effective June 1, 2008, and Ibson
contracted for coverage from another health insurance carrier at that time. Ibson
acknowledged, “UH[S] ultimately covered the claims, but not until March 9, 2010.”
(Pl.’s Statement of Facts, Doc. 19 Attach., ¶ 35 (emphasis in original).)

      On September 27, 2012, Ibson brought suit against UHS, alleging state law
claims of breach of contract, negligence, and bad faith, and seeking punitive damages.
UHS moved to strike Ibson’s jury demand, arguing that her state law claims were
preempted under the complete preemption clause of ERISA and, as such, a jury trial
was unavailable. While that motion was pending, UHS also moved for summary
judgment, arguing Ibson’s claims were barred by a three-year limitations period in the
contract. The district court granted the motion to strike. Ibson sought interlocutory

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appeal of the district court’s order granting the motion to strike. However, before the
district court considered Ibson’s motion to file an interlocutory appeal, the district
court granted summary judgment to UHS. In granting summary judgment, the district
court held the claims were time-barred under the policy’s three-year contractual
limitations period for bringing suit. Ibson now appeals.

                                           II.

      We first consider whether the district court erred in striking Ibson’s jury
demand when it concluded that Ibson’s state law claims were preempted under
ERISA. We review this question of law de novo. See Estes v. Fed. Express Corp.,

, 872 (8th Cir. 2005). To resolve this question, we address three issues:
(1) was the plan at issue an “employee benefit plan,” (2) if so, does the plan fall under
ERISA’s safe harbor exemption, and (3) if not, are Ibson’s claims preempted by
ERISA?

       For coverage under ERISA, a plan must be an “employee benefit plan,” defined
as either an “employee pension benefit plan” or an “employee welfare benefit plan.”
See 29 U.S.C. § 1002. An “employee welfare benefit plan” is defined as any plan,
fund, or program, established or maintained by an employer or an employee
organization for the purpose of providing for its participants or their beneficiaries,
through the purchase of insurance or otherwise. See 29 U.S.C. § 1002(1). “A plan
is established for ERISA purposes when a reasonable person can ascertain (1) the
intended benefits, (2) the class of beneficiaries, (3) a source of funding, and (4) the
procedures for receiving benefits.” Petersen v. E.F. Johnson Co., 

, 678
(8th Cir. 2004). Here, these factors are present. The benefits were explained in the
policy, the class of beneficiaries were the partners and employees of the law firm and
their family members, the source of financing was the law firm, and the procedures
for receiving benefits were spelled out in the plan and the plan brochure. See
Robinson v. Linomaz, 

, 368 (8th Cir. 1995) (“[A]n employer’s purchase

                                          -4-
of an insurance policy to provide health care benefits for its employees can constitute
an [Employee Welfare Benefit Plan for ERISA purposes.”). Further, Ibson’s
argument that she, as a shareholder of her law firm, was not an “employee” under
ERISA is without merit as we have previously held that shareholders can qualify as
beneficiaries under an ERISA plan. See Prudential Ins. Co. of Am. v. Doe, 

, 208 (8th Cir. 1996) (holding shareholders of corporation were “beneficiaries”
of ERISA plan because they were designated to receive benefits by the terms of the
employee benefit plan); 

(rejecting sole shareholders
argument about employee status because shareholders were beneficiaries under
ERISA plan). The plan at issue was an “employee benefit plan.”

       Next we consider whether the plan falls under the ERISA safe harbor
provision. Certain group or group-type insurance programs offered by an insurer to
employees are explicitly exempted from ERISA governance under the safe harbor
provision. 29 C.F.R. § 2510.3-1(j). To satisfy the safe harbor exemption, four
elements must be present: “(1) [n]o contributions are made by an employer or
employee organization; (2) [p]articipation in the program is completely voluntary for
employees or members; (3) [t]he sole functions of the employer . . . with respect to
the program are, without endorsing the program, to permit the insurer to publicize the
program to employees or members, to collect premiums through payroll deductions
or dues checkoffs and to remit them to the insurer; and (4) [t]he employer . . . receives
no consideration in the form of cash or otherwise in connection with the program,
other than reasonable compensation, excluding any profit, for administrative
services.” 

plan to qualify for this exemption from ERISA, all four of the
safe harbor criteria must be met. See Dam v. Life Ins. Co. of N. Am., 206 F. App’x
626, 627 (8th Cir. 2006) (unpublished per curiam). Under the first element—that no
contributions be made by the employer—this plan fails to qualify for the safe harbor
exemption. It is uncontested that the law firm paid part of the premium costs for the
employees of the firm. Thus the plan does not meet all of the elements for exemption
under the ERISA safe harbor provision.

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       Having determined that the plan in question is covered under ERISA and not
subject to ERISA’s safe harbor exemption, the last question the court must answer is
whether Ibson’s state law claims for breach of contract, negligence, and bad faith are
preempted claims under ERISA. UHS moved to strike Ibson’s jury demand arguing
that Ibson’s claims are preempted under 29 U.S.C. § 1132, ERISA’s complete
preemption doctrine.1 The district court granted the motion to strike, agreeing that
the claims are preempted.

       “[T]he ERISA civil enforcement mechanism is one of those provisions with
such ‘extraordinary pre-emptive power’ that it ‘converts an ordinary state common
law complaint into one stating a federal claim for purposes of the well-pleaded
complaint rule.’” Aetna Health Inc. v. Davila, 

, 209 (2004) (quoting
Metro. Life Ins. Co. v. Taylor, 

, 65-66 (1987)). “[A]ny state-law cause
of action that duplicates, supplements, or supplants the ERISA civil enforcement
remedy conflicts with the clear congressional intent to make the ERISA remedy
exclusive and is therefore pre-empted.” 

that her state-law claims concern UHS’s improper cancellation
of her insurance policy and are not related to ERISA or the terms of the policy. This
argument ignores the essence of her claim—that UHS should have paid medical
benefits under the ERISA-regulated plan and failed to do so—a claim that could be
brought under ERISA. See Pilot Life Ins. Co. v. Dedeaux, 

, 54 (1987)
(“The policy choices reflected in the inclusion of certain remedies and the exclusion
of others under the federal scheme would be completely undermined if ERISA-plan


      1
       We decline to consider whether Ibson’s claims are expressly preempted under
29 U.S.C. § 1144 as that was not the argument UHS presented to the district court
when it moved to strike Ibson’s jury demand. See Prudential Ins. Co. of Am. v. Nat’l
Park Med. Ctr., Inc., 

, 907 (8th Cir. 2005) (discussing the difference
between “complete preemption” under 29 U.S.C. § 1132 and “express preemption”
under 29 U.S.C. § 1144).

                                         -6-
participants and beneficiaries were free to obtain remedies under state law that
Congress rejected in ERISA.”). Accordingly, Ibson’s claims are premised on the
existence of her ERISA-regulated plan. Whatever the reason UHS gave medical
providers for denying claims, it has never claimed to Ibson that it terminated her
contract. As between Ibson and UHS, the focus of the dispute is the improper
processing of claim benefits and the failure of UHS to pay eligible claims. Because
Ibson’s proposed state law claims could have been brought under ERISA’s civil
enforcement mechanism, her claims are completely preempted by section 1132. See
29 U.S.C. § 1132(a)(1)(B) (“A civil action may be brought . . . by a participant or
beneficiary . . . to recover benefits due to him under the terms of his plan . . . .”).

                                         III.

      Having determined that Ibson’s claims are completely preempted by ERISA,
we now consider whether the district court erred in granting summary judgment on
the basis that the complaint was filed outside of the contractual limitations period.
We review a grant of summary judgment de novo, construing the facts in the light
most favorable to Ibson. Summary judgment is appropriate when “there is no genuine
dispute as to any material fact and the movant is entitled to judgment as a matter of
law.” See Fed. R. Civ. P. 56(a).

        Under Section 9 of the Policy, which is entitled “General Legal Provisions,”
the policy gives two limitations periods for bringing legal actions against UHS. The
first limitations period states:

      You cannot bring any legal action against us to recover reimbursement
      until 60 days after you have properly submitted a request for
      reimbursement as described in (Section 5: How to File a Claim). If you
      want to bring a legal action against us you must do so within three years
      from the expiration of the time period in which a request for


                                         -7-
      reimbursement must be submitted or you lose any rights to bring such
      an action against us.

The second limitations serves as a catch-all provision and provides:

      You cannot bring any legal action against us for any other reason unless
      you first complete all the steps in the complaint process described in
      (Section 6: Questions, Complaints, Appeals). After completing that
      process, if you want to bring a legal action against us you must do so
      within three years of the date we notified you of our final decision on
      your complaint or you lose any rights to bring such an action against us.

      “Because ERISA has no statute of limitations for actions to recover plan
benefits, we borrow the most analogous state statute of limitations.” Duchek v. Blue
Cross & Blue Shield of Neb., 

, 649 (8th Cir. 1998). In this case, this
normally would be Iowa’s 10-year statute of limitations for bringing contract claims.
See Iowa Code § 614.1(5). Iowa law, however, permits parties to contractually agree
to a shorter limitations period for bringing actions. See Davidson v. Wal-Mart
Assocs. Health & Welfare Plan, 

, 1070 (S.D. Iowa 2004).

       Ibson and UHS were permitted to impose contractual limitations periods, like
those found in the insurance contract here, for the bringing of claims. On appeal,
Ibson argues that neither limitations provision stated in the policy applies to her
claims. As to the first paragraph, Ibson argues that it is only applicable where the
insured is seeking services from a non-network provider. The second paragraph,
Ibson argues, pertains to claims that UHS refuses to pay because the claim is
excluded by the policy. In its brief, UHS responded that Ibson had until May 20,
2009, one year after the last date of service, to submit a claim for reimbursement and
until May 20, 2012, to file suit. However, at oral argument, UHS dropped the
majority of its limitations argument, conceding that the first limitations-period
paragraph was not applicable to Ibson’s complaint as that limitations period applied
only to claims made for out-of-network providers. Instead, UHS now argues that its


                                         -8-
April 4, 2008 email constituted a “final decision” under the second paragraph, and
therefore Ibson had until April 4, 2011, to file her complaint.

       UHS did not argue the applicability of the second paragraph to the district
court. UHS stated to this court that the district court based its summary judgment
determination on both limitations paragraphs. This description is inaccurate. The
district court only cited language from the first paragraph and clearly analyzed
whether the complaint was timely based on the date from the last date of service.
UHS has now acknowledged that reliance on the first paragraph to bar Ibson’s claims
was improper. UHS now asks this court to find that its April 4, 2008 email to Ibson
constituted a final decision for purposes of the second limitations paragraph. The
record has not been fully developed as to this issue, and thus we decline UHS’s
invitation. Further, we note that the district court found that “Ibson attempted to
resolve coverage issues with UHS up until 2010,” suggesting that the district court
would not have found UHS’s April 4, 2008 email to be a final decision. In any event,
construing the facts available to our court in the light most favorable to Ibson, we
cannot say that, as a matter of law, UHS is entitled to summary judgment based on the
plain language of the policy limitations period in the insurance contract.

                                         V.

       Accordingly, we affirm the district court’s order striking Ibson’s demand for
a jury trial on the basis that her claims are preempted by ERISA. We reverse the
district court’s grant of summary judgment to UHS on the basis of the contractual
limitations period and remand this matter to the district court for further
consideration.
                        ______________________________




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