United States Court of Appeals
                            For the Eighth Circuit
                        ___________________________

                                No. 15-2570
                        ___________________________

                                    Lora Walker

                       lllllllllllllllllllll Plaintiff - Appellant

                                           v.

                 Hartford Life and Accident Insurance Company

                       lllllllllllllllllllll Defendant - Appellee
                                      ____________

                    Appeal from United States District Court
                   for the District of Minnesota - Minneapolis
                                  ____________

                             Submitted: May 19, 2016
                              Filed: August 2, 2016
                                 ____________

Before RILEY, Chief Judge, COLLOTON and KELLY, Circuit Judges.
                              ____________

RILEY, Chief Judge.

      Lora Walker, a senior planning analyst for Hennepin County, Minnesota, was
insured under a group long-term disability policy the county obtained from Hartford
Life and Accident Insurance Company (Hartford).1 In April 2009, Walker filed a


      1
       Minnesota permits insurers to issue group accident and health insurance
policies to cover groups of no fewer than two employees. See Minn. Stat. § 62A.10,
claim for disability benefits based on her Type I diabetes. Hartford denied the claim.
In May 2014, Walker, a Minnesota citizen, sued Hartford, a Connecticut citizen, in
Minnesota state court, alleging breach of contract. Hartford timely removed the case
to federal court based on diversity jurisdiction and moved for summary judgment.
See 28 U.S.C. §§ 1332(a)(1), 1441(a), 1446. Walker moved for partial summary
judgment. The district court2 granted Hartford summary judgment, concluding
Walker’s suit was untimely under the policy. The district court denied Walker’s
cross-motion as moot. Walker appeals.3 We affirm.

I.     BACKGROUND
       For years, the county permitted Walker to work from home full-time. In 2008,
Walker’s new supervisor advised Walker she would have to work at a county office
two days a week. Walker, for the first time in January 2008, informed the county she
had diabetes and asked that she be allowed to work from home so she could test her
blood and take insulin as needed. Walker complained the county office lacked
sufficient privacy and a safe, sanitary, and effective place to take insulin.

      When the county refused to accommodate Walker and let her work full-time
from home, as her doctor recommended, Walker ended her employment. Although
she worked part-time through December 2008, Walker’s last full day of work was



subdiv. 1. Because this case concerns a governmental benefit plan, the requirements
of the Employee Retirement Income Security Act of 1974 (ERISA) do not apply, and
the Hartford policy is exempt from the requirements of ERISA. See 29 U.S.C.
§§ 1002(32), 1003(b)(1).
      2
       The Honorable Richard H. Kyle, United States District Judge for the District
of Minnesota, adopting the report and recommendation of the Honorable Jeffrey J.
Keyes, United States Magistrate Judge for the District of Minnesota.
      3
          We possess appellate jurisdiction under 28 U.S.C. § 1291.


                                          -2-
June 17, 2008. On April 8, 2009, Walker filed a claim for disability benefits under
the Hartford policy. Hartford denied the claim initially and on appeal, concluding
Walker failed to show she could not perform her essential job duties.4

      In May 2014, Walker sued Hartford for breach of contract in Minnesota state
court. Hartford removed the case to federal court and later moved for summary
judgment, arguing Walker’s suit (1) was untimely under the policy’s limitation
period, and (2) even if timely, failed on the merits. Walker cross-moved for partial
summary judgment on several grounds. The district court referred the case to a
magistrate judge for disposition.

       After conducting a hearing, the magistrate judge recommended the district
court grant summary judgment to Hartford because Walker’s suit was untimely under
the policy. The magistrate judge also recommended denying Walker’s cross-motion
as moot. In a summary order, the district court denied Walker’s objections and
adopted the report and recommendation in full. Walker appeals, challenging the
district court’s interpretation of Minnesota law which governs the policy.




      4
        The policy includes two main definitions of disability. The first applies for
the twelve months after the insured suffers significant income loss because the
insured is unable to perform “one or more of the Essential Duties of Your
Occupation,” which is defined in terms of the occupation “as it is recognized in the
general workplace,” not in terms of “the specific job [the insured is] performing for
a specific employer or at a specific location.” The second definition applies after that
twelve-month period if the insured is unable to perform “one or more of the Essential
Duties of Any Occupation” for which she is “qualified by education, training or
experience.”


                                          -3-
II.    DISCUSSION
       A.     Choice of Law and Standards of Review
       The parties agree Minnesota substantive law applies to this diversity case. See
Erie R.R. Co. v. Tompkins, 

, 78 (1938). The Supreme Court of
Minnesota has not addressed the issues raised in this appeal, so “[w]e must predict
how [it] would rule, and we follow decisions of the intermediate state court when they
are the best evidence of Minnesota law.” Friedberg v. Chubb & Son, Inc., 

, 951 (8th Cir. 2012). We review de novo the district court’s interpretation of
Minnesota law and its summary judgment rulings. See Bannister v. Bemis Co., 

, 884 (8th Cir. 2009). We also review de novo Walker’s constitutional
claims. See United States v. Meirick, 

, 804 (8th Cir. 2012). Summary
judgment is required “if the movant shows that there is no genuine dispute as to any
material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ.
P. 56(a).

       B.     Plain Meaning
       Hartford’s group policy required Walker to initiate any legal action against
Hartford within “three years after the time written Proof of Loss is required to be
furnished according to the terms of the Policy.” The policy required Walker to send
proof of loss “within 90 days after the start of the period for which [Hartford] owe[d]
payment.” Based on the policy terms and the undisputed facts in the record, the
district court correctly determined Walker “could not take legal action against
Hartford after December 15, 2011.” Because Walker did not file suit until May
2014, the district court concluded Walker’s suit was time-barred.

       Walker does not dispute the district court’s calculations under the policy or
argue that her suit was timely under the policy’s limitation period. Rather, Walker
argues the policy’s limitation period does not apply at all. According to Walker,
“[t]he District Court should be reversed because Chapter 62A, when read in its



                                         -4-
entirety, is intended to provide the protections of Minn. Stat. §62A.04 to insureds
under group policies” like hers and Hartford’s proof-of-loss language does not
comply.

       Walker’s arguments turn on issues of statutory interpretation. Under
Minnesota law, “[t]he object of all interpretation and construction of laws is to
ascertain and effectuate the intention of the legislature.” Minn. Stat. § 645.16. “We
interpret a statute ‘as a whole so as to harmonize and give effect to all its parts, and
where possible, no word, phrase, or sentence will be held superfluous, void, or
insignificant.’” 328 Barry Ave., LLC v. Nolan Props. Grp., LLC, 

,
749 (Minn. 2015) (quoting Jackson v. Mortg. Elec. Registration Sys., Inc., 

, 496 (Minn. 2009)). “‘When the language of a statute is plain and
unambiguous, it is assumed to manifest legislative intent and must be given effect.’”
Allan v. R.D. Offutt Co., 

, 33 (Minn. 2015) (quoting Burkstrand v.
Burkstrand, 

, 210 (Minn. 2001)). In such a case, “statutory
construction is neither necessary nor permitted and courts apply the statute’s plain
meaning.” Am. Tower, L.P. v. City of Grant, 

, 312 (Minn. 2001).

      Walker contends the district court should have determined her suit was timely
under the “standard provisions” of § 62A.04, subdiv. 2. That section provides, in
relevant part

      Required provisions. Except as provided in subdivision 4 each
      [accident and health insurance] policy delivered or issued for delivery
      to any person in this state shall contain the provisions specified in this
      subdivision in the words in which the same appear in this section. The
      insurer may, at its option, substitute for one or more of such provisions
      corresponding provisions of different wording approved by the
      commissioner which are in each instance not less favorable in any
      respect to the insured or the beneficiary.



                                          -5-
With respect to proof of loss, which triggers the limitation period, subsection (7)
requires a provision that states, in relevant part,

      Written proof of loss must be furnished to the insurer at its said office
      in case of claim for loss for which this policy provides any periodic
      payment contingent upon continuing loss within 90 days after the
      termination of the period for which the insurer is liable.

subdiv. 2(7) (emphasis added). Subsection (11) then requires a
provision stating, “No action at law or in equity shall be brought to recover on this
policy . . . after the expiration of three years after the time written proof of loss is
required to be furnished.” 

subdiv. 2(11).

       In Walker’s view, “[t]he critical language difference between the policy and the
statute is that the policy requires proof of loss 90 days from the start of a disability,
while the statute requires proof of loss 90 days from the termination of a disability.”
Walker concedes her suit is untimely under the policy, but maintains it is timely under
what she argues is the controlling statute.

       The key question, then, is whether the limitation period in the Hartford group
policy must give way to the “standard provisions” of § 62A.04, subdiv. 2. See 

(“When any provision in a policy subject to sections 62A.01 to 62A.09
hereof, is in conflict with any provision of sections 62A.01 to 62A.09 hereof, the
rights, duties and obligations of the insurer, the insured and the beneficiary shall be
governed by the provisions of sections 62A.01 to 62A.09 hereof.”). Walker says it
must. She argues various “other provisions of Chapter 62A make it clear that the
legislature intended that individual and group policies . . . provide equal protections
to insureds.” Specifically, Walker relies on Minn. Stat. §§ 62A.01, subdiv. 2;
62A.05(a); and 62A.10.




                                          -6-
       Section 62A.01, subdiv. 2 generally requires certificates of insurance issued to
Minnesota residents to “provide coverage for all benefits required to be covered in
group policies in Minnesota.” Walker says this section “requires parity between
individual and group policies.” Section 62A.05(a) states, “No policy provision which
is not subject to section 62A.04 shall make a policy, or any portion thereof, less
favorable in any respect to the insured or the beneficiary than the provisions thereof
which are subject to sections 62A.01 to 62A.09 hereof.” Walker asserts the proof-of-
loss provision in the policy is less favorable than § 62A.04, subdiv. 2(7).
Section 62A.10, subdiv. 4 requires group policy forms to “contain the standard
provisions relating and applicable to health and accident insurance and [to] conform
with the other requirements of law relating to the contents and terms of policies of
accident and sickness insurance insofar as they may be applicable to group accident
and health insurance.” As Walker sees it, these provisions, viewed together, establish
“that individual and group policies are both subject to the protections of Minn. Stat.
§62A.04.”

      As the district court recognized, the fatal flaw in Walker’s patchwork statutory
analysis is that it ignores the plain meaning of § 62A.09.5 Section 62A.09(3)
declares, “Nothing in sections 62A.01, 62A.02, 62A.03, 62A.04, 62A.05, 62A.06,
62A.07, and 62A.08 shall apply to or affect . . . any group policy of insurance, except
when specifically referred to.” (Emphasis added.). There are no relevant references
to group policies in §§ 62A.01, 62A.04, or 62A.05. Thus by its express terms,


      5
       As the district court noted, it was not the first federal court in Minnesota to
conclude § 62A.04 did not apply to group policies. See Bolin v. Hartford Life &
Accident Ins. Co., 

, 918 n.3 (D. Minn. 2014) (finding Minn. Stat.
§§ 62A.04 and 62A.05 irrelevant to a group policy in light of Minn. Stat. § 62A.09);
Freeman v. UNUM Life Ins. Co., Civ. No. 3-89-79, 

, at *4 (D.
Minn. Mar. 27, 1990) (“Section 62A.04, subd. 2 . . . is not applicable to group
insurance policies.”).


                                         -7-
§ 62A.09(3) unambiguously proclaims those sections do not apply to group policies
like the Hartford policy. That leaves only § 62A.10, subdiv. 4, which requires
standard provisions in group policies only “insofar as they may” apply. But under the
plain meaning of § 62A.09(3), the standard provisions in § 62A.04 do not apply to
group policies like Walker’s. When “the language of a statute is clear and free from
ambiguity, our role is to enforce the language of the statute, and not explore the spirit
or purpose of the law.” See Premier Bank v. Becker Dev., LLC, 

,
759 (Minn. 2010); accord 

.

        Undeterred by the unambiguous statutory language in § 62A.09(3), on appeal,
Walker suggests we should defer to “guidelines/checklists” published on the
Minnesota Department of Commerce’s website, which she contends indicate “the
standard provisions of Minn. Stat. §62A.04 apply to both individual and group
policies.” See Skidmore v. Swift & Co., 

, 140 (1944) (holding that
administrative “rulings, interpretations and opinions . . . , while not controlling upon
the courts by reason of their authority, do constitute a body of experience and
informed judgment to which courts and litigants may properly resort for guidance”).
Assuming Walker preserved this argument despite not presenting it below, see Orr
v. Wal-Mart Stores, Inc., 

, 725 (8th Cir. 2002) (“Ordinarily, we do not
consider an argument raised for the first time on appeal.”), we conclude deference is
not appropriate here. Under Minnesota law, an “administrative agency may not adopt
a rule in conflict with the statute,” Dumont v. Comm’r of Taxation, 

,
199 (Minn. 1967), and we only consider “administrative interpretations of the statute”
“[w]hen the words of a law are not explicit,” Minn. Stat. § 645.16(8). Cf. Mammenga
v. State Dep’t of Human Servs., 

, 792 (Minn. 1989). Section 62A.09
is explicit and its meaning is clear—§ 62A.04, subdiv. 2’s standard provisions do not
apply to the Hartford group policy.




                                          -8-
       We also reject Walker’s assertion that we already determined the “mandatory”
provisions of § 62A.04, subdiv. 2 apply to group policies in Weyrauch v. Cigna Life
Ins. Co. of N.Y., 

(8th Cir. 2005). Our opinion in Weyrauch never
mentions § 62A.09, much less addresses the issue here—whether § 62A.04, subdiv.
2 sets a mandatory limitation period for a group policy under Minnesota law
regardless of the policy terms and despite language in § 62A.09 that expressly says
it does not. See 

. Contrary to Walker’s assertion,
Weyrauch is not “controlling” and does not compel us to ignore the plain meaning of
§ 62A.09.

       C.    Equal Protection
       Walker argues “that if Minn. Stat. § 62A.09 (limitations) is interpreted to mean
that insureds under group policies are not afforded the same protections as insureds
under individual policies, it would violate the equal protection clause of both the
Minnesota and U.S. Constitutions.” We disagree.

       The Equal Protection Clause of the Fourteenth Amendment to the United States
Constitution prohibits a state from denying “to any person within its jurisdiction the
equal protection of the laws.” U.S. Const. amend. XIV, § 1. The Minnesota
Constitution provides “[n]o member of this state shall be disfranchised or deprived
of any of the rights or privileges secured to any citizen thereof, unless by the law of
the land or the judgment of his peers.”6 Minn. Const. art. I, § 2.

      6
        “Although the phrase ‘equal protection’ is not used, [the Minnesota Supreme
Court has] recognized that the Minnesota Constitution ‘embodies principles of equal
protection synonymous to the equal protection clause of the Fourteenth Amendment
to the United States Constitution.’” In re Guardianship of Durand, 

,
784 (Minn. 2015) (quoting State v. Russell, 

, 889 n.3 (Minn. 1991)).
We therefore analyze both clauses “using the same principles.” In re Welfare of
Child of R.D.L. & J.W., 

, 131 (Minn. 2014).



                                         -9-
        “The purpose of the[se] equal protection clause[s] . . . is to secure every person
within the State’s jurisdiction against intentional and arbitrary discrimination.”
Sunday Lake Iron Co. v. Township of Wakefield, 

, 352 (1918). Equal
protection “does not guarantee that all persons must be dealt with in an identical
manner,” Mills v. City of Grand Forks, 

, 500 (8th Cir. 2010), and “‘does
not forbid [all statutory] classifications,’” In re Welfare of M.L.M., 

,
37 (Minn. 2012) (quoting Nordlinger v. Hahn, 

, 10 (1992)). Rather, “‘[i]t
simply keeps governmental decisionmakers from treating differently persons who are
in all relevant aspects alike.’” 

505 U.S. at 10).

       Where, as here, an equal-protection challenge does not involve a protected
class or a fundamental constitutional right, “we review the challenge under a rational
basis standard under both the state and federal constitutions.” Scott v. Minneapolis
Police Relief Ass’n, Inc., 

, 74 (Minn. 2000). Under federal rational-
basis review, “we will uphold the legislative classification so long as it bears a
rational relation to some legitimate end.” Romer v. Evans, 

, 631 (1996);
accord 

. Walker’s constitutional claim fails “if there is any
reasonably conceivable state of facts that could provide a rational basis for the
classification.” FCC v. Beach Commc’ns, Inc., 

, 313 (1993). We afford
the challenged classification in § 62A.09(3) “a strong presumption of validity,” which
Walker, as the one “attacking the rationality of the legislative classification,” can only
overcome by negating “‘every conceivable basis which might support it.’” 

15 (quoting Lehnhausen v. Lake Shore Auto Parts Co., 

, 364 (1973));
accord In re Estate of Turner, 

, 769 (Minn. 1986).

      In addition to applying federal rational-basis review, the Minnesota Supreme
Court has, at times, also applied a stricter formulation of the rational-basis test under
the Minnesota constitution. See, e.g., State v. Garcia, 

, 298-99
(Minn. 2004). Minnesota’s alternative rational-basis test has three requirements:



                                          -10-
      “(1) The distinctions which separate those included within the
      classification from those excluded must not be manifestly arbitrary or
      fanciful but must be genuine and substantial, thereby providing a natural
      and reasonable basis to justify legislation adapted to peculiar conditions
      and needs; (2) the classification must be genuine or relevant to the
      purpose of the law; that is there must be an evident connection between
      the distinctive needs peculiar to the class and the prescribed remedy; and
      (3) the purpose of the statute must be one that the state can legitimately
      attempt to achieve.”

In re Guardianship of 

(quoting 

). “The key distinction between the federal and Minnesota tests is that under the
Minnesota test ‘[the Supreme Court of Minnesota] ha[s] been unwilling to
hypothesize a rational basis to justify a classification,’” requiring instead “‘a
reasonable connection between the actual, and not just the theoretical, effect of the
challenged classification and the statutory goals.’” 

(quoting 

).

       When evaluating an equal-protection challenge under Minnesota law, “[w]e
presume statutes to be constitutional and exercise our power to declare a statute
unconstitutional with extreme caution and only when absolutely necessary.” Gluba
ex rel. Gluba v. Bitzan & Ohren Masonry, 

, 719 (Minn. 2007). We
will not declare a statute “unconstitutional unless the party challenging it
demonstrates beyond a reasonable doubt that the statute violates some constitutional
provision.” Wegan v. Village of Lexington, 

, 279 (Minn. 1981).

        After careful review of the limited record on this issue, we conclude Walker
fails to overcome the presumptions of validity in favor of § 62A.09(3) and fails to
establish the district court’s prediction of Minnesota law violates the principles of
equal protection under either the United States or Minnesota constitutions. Walker’s
analysis of the federal and Minnesota rational-basis tests is rather thin. Proclaiming



                                        -11-
she “cannot conceive of any public policy that would rationalize a distinction between
insureds under group disability policies and insureds under individual disability
policies,” Walker focuses her limited analysis on Minnesota’s three-step rational-
basis test. As Walker sees it, the district court’s application of the plain meaning of
§ 62A.09(3) “cannot stand” because “the only difference between the two classes is
the source of their benefits” and “[t]he purpose of the statute is unclear,” making it
“impossible to say whether Minn. Stat. §62A.09 advances any legitimate
governmental purpose.”

      Hartford responds that Walker has failed to show individual policyholders and
group policyholders are similarly situated in all relevant respects. In support,
Hartford relies in part on Lundberg ex rel. Lundberg v. Jeep Corp., 

,
272 (Minn. Ct. App. 1998), in which the Minnesota Court of Appeals decided “[t]he
separate and distinct sources of funds for [a Minnesota] medical assistance program
and private health insurance prevent[ed] a determination that individuals who receive
[medical assistance] [we]re similarly situated to individuals covered by private health
insurance.” According to Hartford, Walker ignores significant differences between
individual and group policies, including the typical group employer’s greater
sophistication and expertise in dealing with insurance matters and its “stronger
bargaining power to negotiate additional or modified terms.”

       Building on those differences in applying the Minnesota rational-basis test,
Hartford maintains “individual and group policies” have long been “operationally
different in terms of marketing, purchase, negotiation, payment and claims filing,”
which results in a real and substantial distinction rather than an arbitrary and
capricious one. As for purpose, Hartford, noting the absence of “a record of
[§ 62A.09’s] legislative history,” contends the purpose of the statute “is apparent
from the statute itself” and the way Chapter 62A discusses the differences between
individual and group policies and the pertinent standard provisions for each.



                                         -12-
       Hartford proposes the legislature reasonably decided the differences in
expertise and bargaining power made “it unnecessary to extend all of the mandates
for individual policies to group policies,” the rationale being that insureds under
group policies do not need the same statutory protection as individuals buying
insurance themselves and may benefit in other ways from fewer mandatory
requirements, particularly for group policies that cross state lines. Hartford suggests
the greater flexibility and freedom to negotiate could reduce costs and encourage
“employers to make these insurance benefits available to employees, improving the
welfare of Minnesota citizens.” Finding those purposes unquestionably legitimate,
Hartford contends § 62A.09(3) satisfies both the federal and Minnesota rational-basis
tests.

       In response, Walker summarily asserts individual and group policyholders are
similarly situated and baldly opines “[t]here is no rational basis to distinguish
between the 2 classes of insureds.” Walker faults Hartford for (1) failing “to show
a difference between the insureds under group policies and insureds under individual
policies”; (2) assuming “all employers are big corporations” that “don’t need
protections against insurance companies” when § 62A.10, subdiv. 1 clarifies the term
“group” includes an employer covering as few as two employees; and (3) failing to
provide “any evidence that an employer of 2 has the same bargaining power as” a
much larger employer. In Walker’s view, “[a] small business owner with 2
employees is in no better bargaining position than an individual.” To Walker, that
possibility makes the distinction in § 62A.09(3) unconstitutional. Walker’s
arguments are unpersuasive.

       Even if we assume individual and group policyholders are similarly situated
for the purposes of equal protection, we agree with Hartford that Walker has not met
her heavy burden of proving § 62A.09(3) is unconstitutional. Walker claims the
distinction the Minnesota legislature has drawn between individual and group



                                         -13-
policies is irrational because the two groups of policyholders under such policies are
largely the same. But “[t]he grounds for treating differently persons similarly situated
may be slight, provided the discrimination is based on a reasonable distinction which
is supported by the facts.” Fabio v. City of Saint Paul, 

, 262-63
(Minn. 1964). “[M]ost legislation classifies for one purpose or another, with resulting
disadvantage to various groups or persons.” 

. “[O]nly
‘invidious discrimination’ . . . offends the constitution.” In re Estate of 

(quoting Ferguson v. Skrupa, 

, 732 (1963)). We see no
arbitrary classification nor invidious discrimination here.

       What’s more, the basis for a reasonable distinction need not apply in every
circumstance to be valid. See, e.g., Williamson v. Lee Optical of Okla., Inc., 

, 487-88 (1955) (“[T]he law need not be in every respect logically consistent with
its aims to be constitutional.”); Mack v. City of Minneapolis, 

,
751-52 (Minn. 1983). “Rational-basis review . . . does not require a perfect or exact
fit between the means used and the ends sought.” United States v. Johnson, 

, 963 (8th Cir. 2007) (citing Bankers Life & Cas. Co. v. Crenshaw, 

,
85 (1988) (“[A] state statute need not be . . . perfectly calibrated in order to pass
muster under the rational-basis test.”)); accord 

(explaining
“[a] statute is not unconstitutional merely because it does not” apply in every
circumstance so long as “the statute bears a reasonable relationship to a legitimate
public purpose”). The possibility that the purchaser of a group policy may not always
have superior bargaining power to an individual does not render the distinction
between individual and group policies in § 62A.09(3) irrational.

III.   CONCLUSION
       Because § 62A.09(3) unambiguously states § 62A.04 does not apply to the
Hartford group policy and the legislative distinction between individual and group
policies does not violate the principles of equal protection under the United States



                                         -14-
and Minnesota constitutions, we affirm the district court’s conclusion Walker’s suit
was untimely.
                      ______________________________




                                       -15-