Kristina Powell v. Minnesota Life Insurance Co. ( 2023 )


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  •                   United States Court of Appeals
    For the Eighth Circuit
    ___________________________
    No. 22-2096
    ___________________________
    Kristina Powell
    Plaintiff - Appellant
    v.
    Minnesota Life Insurance Company; Securian Life Insurance Company
    Defendants - Appellees
    ____________
    Appeal from United States District Court
    for the Northern District of Iowa - Eastern
    ____________
    Submitted: January 11, 2023
    Filed: February 23, 2023
    ____________
    Before GRUENDER, BENTON, and SHEPHERD, Circuit Judges.
    ____________
    GRUENDER, Circuit Judge.
    Kristina Powell sued Minnesota Life Insurance Company and Securian Life
    Insurance Company, alleging that their denial of her claim for life insurance benefits
    violated the Employee Retirement Income Security Act (“ERISA”). The district
    court1 dismissed her complaint under Federal Rule of Civil Procedure 12(b)(6) for
    failure to state a claim. We affirm.
    I.
    Kristina’s husband, Scott, worked for Deere & Company, which provided him
    a group life insurance policy issued by Minnesota Life and Securian. According to
    the policy’s terms, when a covered employee ceased his employment with Deere, he
    could convert the policy to an individual policy if he applied for conversion and paid
    the first premium within 31 days of the termination of his employment. The policy
    also stated that if the employee died within 31 days of termination, he would
    automatically receive a death benefit, even if he had not yet applied for conversion
    or paid the first premium. Finally, the policy provided that “[n]o change or waiver
    of any provisions of this policy . . . will be valid unless made in writing by us and
    signed by our president, vice president, our secretary, or an assistant secretary. No
    agent or any other person has the authority to change or waive any provisions of this
    policy . . . .”
    In 2020, Deere offered Scott an early retirement package. Deere informed
    Scott both orally and in writing that the terms of his group policy allowed him to
    convert it into an individual policy upon the termination of his employment. Deere
    also told him that he would “receive a notice from the insurance carrier about how
    to make such a conversion shortly after your Last Day of Active Work.” On August
    31, 2020, Scott voluntarily terminated his employment with Deere. He never
    received a conversion notice from Minnesota Life or Securian, nor did he apply for
    conversion or pay any premiums. On February 5, 2021, Scott died.
    1
    The Honorable C.J. Williams, United States District Judge for the Northern
    District of Iowa.
    -2-
    Following Scott’s death, Minnesota Life and Securian sent a letter to his home
    dated February 24, 2021. It was signed only by “Securian Financial.” In relevant
    part, it read:
    Securian Life Insurance has happily protected you and your family as
    John Deere’s life insurance provider. Due to a recent audit, we
    discovered you were not provided with your option to keep this
    coverage when your employment terminated. Unfortunately, due to an
    error, you did not receive communication about your option to continue
    coverage after terminating. If you elect to continue coverage, it will be
    retroactive to the coverage termination date, and premiums must be
    paid back to that date. . . .
    You have the right to keep some or all of the coverage amount(s) listed
    above through conversion without answering any questions about your
    health. If you do not want to keep any coverage, you can let it end on
    its own. . . .
    You do not need to take action unless you want to keep the coverage
    amount(s) listed above. If you want to keep coverage, call 1-866-365-
    2374. . . . You have until March 27, 2021 to submit your application.
    On March 16, 2021, Kristina, as Scott’s beneficiary under the policy, submitted a
    claim for benefits. Minnesota Life and Securian denied her claim as well as her
    appeal of that denial.
    Kristina then filed a two-count federal complaint alleging that the denial of
    benefits violated ERISA. In Count I, she sought payment of the death benefit under
    
    29 U.S.C. § 1132
    (a)(1)(B), asserting that Minnesota Life and Securian’s February
    24 letter constituted an extension of the policy’s 31-day period for conversion, that
    Scott died during that extended period, and that the policy provides for automatic
    payment of the death benefit where an insured dies during the conversion period. In
    Count II, she asserted a claim for “breach of fiduciary duty and equitable relief”
    under 
    29 U.S.C. § 1132
    (a)(3), seeking an order “directing Defendants to comply
    -3-
    with the terms of the conversion provision under the Plan and its Letter of February
    24 . . . and to pay the life insurance benefits rightly due.”
    Minnesota Life and Securian filed a Rule 12(b)(6) motion to dismiss
    Kristina’s complaint, which the district court granted. The district court concluded
    that the February 24 letter did not alter the terms of the policy and thus did not extend
    the policy’s 31-day conversion window. Because it was undisputed that Scott did
    not apply for conversion within 31 days of his termination from Deere, the court
    reasoned, Kristina’s claim for benefits was properly denied. Kristina appeals.
    II.
    To survive a motion to dismiss under Rule 12(b)(6), a complaint “must
    contain sufficient factual matter, accepted as true, to state a claim to relief that is
    plausible on its face.” Usenko v. MEMC LLC, 
    926 F.3d 468
    , 472 (8th Cir. 2019)
    (internal quotation marks omitted). We review a district court’s dismissal under
    Rule 12(b)(6) de novo, “assuming all factual allegations as true and construing all
    reasonable inferences in favor of the nonmoving party.” 
    Id.
    A.
    We start with Kristina’s § 1132(a)(1)(B) claim. Section 1132(a)(1)(B) allows
    a life insurance beneficiary to “recover benefits due to him under the terms of his
    plan.” The terms of Scott’s group policy therefore govern the viability of Kristina’s
    claim for benefits. See Firestone Tire & Rubber Co. v. Bruch, 
    489 U.S. 101
    , 115
    (1989).
    Kristina does not dispute that the terms of the policy required Scott to apply
    for conversion within 31 days of his departure from Deere. Nor does she contest
    that Scott never applied for conversion. Instead, she argues that Minnesota Life and
    Securian’s February 24 letter extended the policy’s conversion period—the start of
    the period being August 31, 2020, Scott’s last day with Deere, and the end being
    -4-
    March 27, 2021. Because Scott died during this extended conversion period and
    because the policy provides for automatic payment of a death benefit where an
    insured dies within the conversion period, Kristina contends that she is entitled to
    the death benefit.
    We reject Kristina’s argument for two reasons. First, the February 24 letter
    did not comply with the policy’s requirements governing term modification. The
    policy provides that “[n]o change or waiver of any provisions of this policy . . . will
    be valid unless made in writing by us and signed by our president, vice president,
    our secretary, or an assistant secretary. No agent or any other person has the
    authority to change or waive any provisions of this policy . . . .” Because the
    February 24 letter was not signed by a president, vice president, secretary, or
    assistant secretary, it was ineffective to change the policy’s requirement that Scott
    apply for conversion within 31 days of leaving Deere. Scott did not apply for
    conversion during the period required by the plan, so Kristina’s claim for benefits
    was properly denied.
    Second, even if the February 24 letter had been properly signed and was
    therefore capable of altering the policy’s terms, it does not purport to “extend”
    Scott’s conversion window as Kristina claims. Once again, the letter states:
    Unfortunately, due to an error, you did not receive communication
    about your option to continue coverage after terminating. If you elect
    to continue coverage, it will be retroactive to the coverage termination
    date, and premiums must be paid back to that date. . . . You have until
    March 27, 2021 to submit your application.
    The word “it” unambiguously refers to “coverage,” not the “option to continue
    coverage.” See Oberbillig v. W. Grand Towers Condo. Ass’n, 
    807 N.W.2d 143
    , 151
    (Iowa 2011) (explaining that “referential, relative, or qualifying words” in contracts
    ordinarily refer “only to the immediately preceding antecedent”). Contrary to
    Kristina’s argument, then, the letter did not extend the original conversion period
    that ended 31 days after Scott left Deere, in October 2020. Rather, it offered a new
    -5-
    31-day period, from February 24 to March 27, 2021, during which Scott could apply
    for conversion and receive coverage retroactive to his departure from Deere. But
    because Scott died on February 5, 2021, outside of this new window, his death did
    not trigger the policy’s automatic-death-benefit provision. Accordingly, the district
    court did not err in dismissing Kristina’s § 1132(a)(1)(B) claim.
    B.
    We turn now to Kristina’s § 1132(a)(3) claim. Section 1132(a)(3) allows
    ERISA-plan beneficiaries like Kristina to obtain “appropriate equitable relief” to
    redress breaches of fiduciary duty. See Silva v. Metro. Life Ins., 
    762 F.3d 711
    , 717
    (8th Cir. 2014). Three equitable theories of recovery are available in a breach-of-
    fiduciary-duty claim under § 1132(a)(3): surcharge, reformation, and estoppel. Id.
    at 720. Kristina identifies her theory of recovery as estoppel, which “operates to
    place the person entitled to its benefit in the same position he would have been in
    had the [fiduciary’s] representations been true.” See id. at 723-24; see also Brant v.
    Principal Life & Disability Ins., 
    50 F. App’x 330
    , 332 (8th Cir. 2002).
    Kristina alleges that Minnesota Life and Securian breached their fiduciary
    duty by failing to notify Scott of his conversion rights and by misrepresenting in the
    February 24 letter that Scott’s conversion period would be extended. To remedy
    these alleged breaches, Kristina seeks an order directing Minnesota Life and
    Securian to comply with the terms of the policy and the February 24 letter and to
    pay her the death benefit. Such an order, Kristina says, will place her in the same
    position she would have been in had Minnesota Life and Securian extended Scott’s
    conversion period as promised. 2 See Silva, 
    762 F.3d at 723
    .
    2
    Minnesota Life and Securian argue that dismissal of Kristina’s § 1132(a)(3)
    claim was proper because the claim is “duplicative” of her § 1132(a)(1)(B) claim in
    that it seeks the same relief: payment of the death benefit. In Jones v. Aetna Life
    Ins., 
    856 F.3d 541
    , 546-47 (8th Cir. 2017), however, we rejected this argument,
    explaining that a plaintiff may seek relief under both § 1132(a)(1)(B) and
    § 1132(a)(3) so long as the claims “allege distinct theories of liability,” as here.
    -6-
    Assuming all factual allegations as true and construing all reasonable
    inferences in her favor, we conclude that the district court properly dismissed
    Kristina’s § 1132(a)(3) claim. First, her contention that Minnesota Life and Securian
    failed to notify Scott of his conversion right does not amount to a breach of fiduciary
    duty because the terms of Scott’s policy did not require notice, and Kristina points
    to no provision of ERISA that would require such notice. See Vest v. Resolute FP
    US Inc., 
    905 F.3d 985
    , 989 (6th Cir. 2018) (explaining that ERISA’s notice
    provisions do not extend to group life insurance policies); see also Maxa v. John
    Alden Life Ins., 
    972 F.2d 980
    , 986 (8th Cir. 1992) (“[T]his Court does not construe
    ERISA or the regulations under it to require that the [insurer] had a duty individually
    to warn, upon their sixty-fifth birthdays, each and all of the members of the plans
    which it insured that their benefits would be reduced according to the plan’s
    coordination of benefits provision unless they enrolled in Medicare.”). Second, as
    we already concluded, her assertion that Minnesota Life and Securian
    misrepresented that Scott’s conversion window would be extended rests on a
    misreading of the February 24 letter; Minnesota Life and Securian made no such
    representation. Accordingly, the district court did not err in dismissing Kristina’s
    § 1132(a)(3) claim.
    III.
    For the foregoing reasons, we affirm the district court’s dismissal of Kristina’s
    complaint.
    ______________________________
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