Wise v. Verizon Communications Inc.

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT

NANCY WISE, 
Plaintiff-Appellant,
v.
VERIZON COMMUNICATIONS INC., No. 08-35866
formerly known as GTE, a
Delaware corporation; PLAN FOR  D.C. No.
2:08-cv-00409-MJP
GROUP INSURANCE; METROPOLITAN
OPINION
LIFE INSUANCE COMPANY, a foreign
insurer licensed to do business in
the State of Washington,
Defendants-Appellees.

Appeal from the United States District Court
for the Western District of Washington
Marsha J. Pechman, District Judge, Presiding

Argued and Submitted
December 8, 2009—Seattle, Washington

Filed April 8, 2010

Before: Ronald M. Gould and Richard C. Tallman,
Circuit Judges, and Roger T. Benitez,* District Judge.

Opinion by Judge Gould

*The Honorable Roger T. Benitez, United States District Judge for the
Southern District of California, sitting by designation.

5337
5340 WISE v. VERIZON COMMUNICATIONS

COUNSEL

Steven P. Krafchick, Krafchick Law Firm, Seattle, Washing-
ton, for the plaintiff-appellant.

Timothy J. O’Connell (argued) and Elena C. Burt, Stoel Rives
LLP, Seattle, Washington, for the defendants-appellees.
 WISE v. VERIZON COMMUNICATIONS 5341
OPINION

GOULD, Circuit Judge:

I

Nancy Wise worked for GTE in 1997 when she was diag-
nosed with multiple sclerosis. Later that year, Wise left GTE
to work for another employer, Qwest, where her employee
benefits included a long-term disability plan that covered her
multiple sclerosis. In 1999, GTE sought to recruit Wise to
return to work for GTE, but Wise hesitated to leave Qwest
and abandon her benefits coverage without assurances that
she would have full benefits coverage upon her return to
GTE. To induce Wise to return, GTE promised Wise that her
benefits coverage would “bridge” back to her original
employment date in 1995, such that Wise’s benefits eligibility
would be retroactive and not subject to coverage limitations
based on pre-existing conditions. The GTE recruitment team
understood that the bridging of benefits was a standard prac-
tice at the company.

Wise accepted GTE’s offer and returned to the company as
a sales representative in March 1999. After a merger, GTE
became Verizon Communications Inc., but the employee wel-
fare benefit plan, including the long-term disability plan,
remained the same. Wise was diagnosed with breast cancer in
2000, which was complicated by her multiple sclerosis. She
applied for long-term disability benefits and her application
was initially approved by the Metropolitan Life Insurance
Company (MetLife), the administrator of Verizon Communi-
cations’ benefit plan. In 2001, Wise’s multiple sclerosis spe-
cialist sent a letter to MetLife containing her opinion that
Wise’s physical and cognitive symptoms were worsening and
that Wise was unlikely to be able to return to work.

A month later, MetLife terminated Wise’s disability bene-
fits, concluding, contrary to Wise’s multiple sclerosis special-
5342 WISE v. VERIZON COMMUNICATIONS
ist, that Wise was able to perform the regular duties of her
normal sales job. Wise appealed, submitting additional medi-
cal documentation of her limitations. MetLife upheld its deci-
sion to terminate benefits, concluding that even if Wise could
not perform her previous job, there was insufficient medical
documentation to show that she could not perform any work.
MetLife added, for the first time, that it deemed Wise’s multi-
ple sclerosis a condition that pre-existed her benefits eligibil-
ity, and that, accordingly, the multiple sclerosis was not
covered by Wise’s long-term disability plan.

Wise appealed once more, and was later sent a responsive
letter dated March 14, 2002, stating in part:

On March 8, 2002, the Verizon Claims Review
Committee . . . reviewed your request for Long-
Term Disability (LTD) benefits under The Plan for
Group Insurance . . . . Based on all of the informa-
tion available to the Committee and after a thorough
review of your claim file, your appeal for LTD bene-
fits must be denied. . . . Please be advised that all
decisions of the Committee are final.

The Verizon Claims Review Committee, which administered
the long-term disability plan along with MetLife, concluded
that Wise’s multiple sclerosis was a pre-existing condition
that was not covered by the long-term disability plan. Disre-
garding any limitations caused by multiple sclerosis, the Veri-
zon Claims Review Committee determined that Wise was
capable of performing part-time, sedentary work and was
therefore not disabled. The letter told Wise that she had a
right to bring a civil action under the Employee Retirement
Income Security Act (ERISA) to appeal the final denial of
benefits.

Wise filed this action in federal court on March 11, 2008.
She pleaded three claims against MetLife and the Verizon
Claims Review Committee (collectively “Plan Administra-
 WISE v. VERIZON COMMUNICATIONS 5343
tors”) under ERISA, requesting past and future disability ben-
efits, removal of the Plan Administrators as plan fiduciaries,
and other appropriate equitable relief. Wise also pleaded one
claim against her former employer, Verizon Communications,
alleging that its conduct in recruiting and rehiring her consti-
tuted fraud, misrepresentation, and negligence in violation of
Washington statutory and common law. The defendants filed
a joint motion to dismiss all of Wise’s claims under Federal
Rule of Civil Procedure 12(b)(6).

The district court granted the defendants’ motion to dismiss
in its entirety. The district court held that Wise’s benefits-
recovery claim was governed by Washington’s three-year
statute of limitations for partly oral contracts instead of being
governed by the six-year limitations period that Wise urged
should be applied. Under the three-year statute of limitations,
Wise’s claim was time barred, though under the six-year stat-
ute the claim might have proceeded. The district court held
that the claims for breach of fiduciary duty and for equitable
relief were duplicative of the benefits-recovery claim and thus
barred. Finally, the district court held that Wise’s state law
claims were preempted by ERISA, or, in the alternative, were
barred by the applicable Washington statute of limitations for
fraud, misrepresentation, and negligence.

Wise timely appealed. We review de novo the district
court’s dismissal under Rule 12(b)(6). Scharff v. Raytheon
Co. Short Term Disability Plan, 581 F.3d 899, 903 (9th Cir.
2009).

II

[1] We first address Wise’s claim to recover benefits under
29 U.S.C. § 1132(a)(1)(B). ERISA does not contain its own
statute of limitations for suits to recover benefits under 29
U.S.C. § 1132(a)(1)(B). Under our precedent, district courts
apply the state statute of limitations that is most analogous to
an ERISA benefits-recovery action. Wetzel v. Lou Ehlers
5344 WISE v. VERIZON COMMUNICATIONS
Cadillac Group Long Term Disability Ins. Program, 222 F.3d
643, 646-47 (9th Cir. 2000) (en banc). Before applying the
proper Washington statute of limitations, we must first con-
sider the threshold question of how many statutes of limita-
tions may properly apply to an ERISA benefits-recovery
claim arising in any one state.

A

It is not uncommon for Congress to create a federal claim
that does not include an explicit statute of limitations. See,
e.g., 18 U.S.C. § 1964 (civil enforcement action under the
Racketeer Influenced and Corrupt Organizations Act); 29
U.S.C. § 412 (civil action under the Labor-Management
Reporting and Disclosure Act); 29 U.S.C. § 185 (civil action
under the Labor-Management Relations Act); 42 U.S.C.
§ 1983 (enforcement action for deprivation of civil rights).
With such statutes, “the settled practice has been to adopt a
local time limitation as federal law if it is not inconsistent
with federal law or policy to do so.” Wilson v. Garcia, 471
U.S. 261, 266-67 (1985), superseded by statute on other
grounds, Pub. L. No. 101-650, 104 Stat. 5089, 5114-15
(1990).

[2] Two important Supreme Court precedents suggest that
federal courts engaged in “limitations borrowing” should
select only one limitations period per state for any given fed-
eral claim. In Wilson v. Garcia, the Supreme Court addressed
the proper limitations period for a civil rights claim under 42
U.S.C. § 1983. 471 U.S. at 262. The Court phrased the task
before it as a determination of “the most appropriate state stat-
ute of limitations to apply to [§ 1983] claims.” Id. (emphasis
added). A uniform rule was desirable because the lower courts
that had “predicated their choice of the correct statute of limi-
tations on an analysis of the particular facts of each claim”
had found themselves refereeing limitations litigation that was
“ever-increasing,” “unproductive,” and “useless.” Id. at 272,
275. The Supreme Court explained that allowing the particu-
 WISE v. VERIZON COMMUNICATIONS 5345
lar facts of each § 1983 claim to control the limitations period
meant that “counsel could almost always argue . . . that two
or more periods of limitations should apply to each § 1983
claim. Moreover, under such an approach different statutes of
limitations would be applied to the various § 1983 claims aris-
ing in the same State, and multiple periods of limitations
would often apply to the same case.” Id. at 274. The Court in
Wilson rejected the idea that Congress would have considered
such extensive collateral litigation consonant with the “reme-
dial purpose” of § 1983, and the Court rather chose the option
of requiring a “simple, broad characterization” of § 1983
claims for limitations purposes: a personal injury tort action
for damages. Id. at 272, 276.

Wilson was followed four years later by Owens v. Okure,
488 U.S. 235 (1989), which again disfavored a case-by-case
approach to determining the proper statute of limitations for
a § 1983 claim. Id. at 240. In the wake of Wilson, the courts
of appeals had conflicted in their decisions over whether to
apply the intentional-tort statute of limitations or the state’s
residual limitations period for torts. Id. at 241-42. The
Supreme Court in Owens selected the residual period alone,
emphasizing that permitting more than one statute of limita-
tions to operate per state creates “chaos and uncertainty.” Id.
at 243, 249-50. The adoption of one limitations period in each
state advanced the federal interest in predictability, “a primary
goal of statutes of limitations.” Id. at 240.

[3] The rationales underlying the rules of Wilson and
Owens in § 1983 cases apply equally to the ERISA context.
The civil enforcement provisions of ERISA are remedial.
ERISA “provides a panoply of remedial devices for partici-
pants and beneficiaries of benefit plans.” Firestone Tire &
Rubber Co. v. Bruch, 489 U.S. 101, 108 (1989) (internal quo-
tation marks omitted). As the Wilson Court stressed with ref-
erence to § 1983, there is no reason to think that Congress
wanted ERISA benefits-recovery suits to be bogged down by
collateral litigation over the applicable statute of limitations.
5346 WISE v. VERIZON COMMUNICATIONS
ERISA’s dual aims “to protect the interests of employees in
pension and welfare plans” as well as “to protect employers
from conflicting and inconsistent state and local regulation”
both weigh in favor of selecting only one statute of limitations
per state. See Henkin v. Northrop Corp., 921 F.2d 864, 867
(9th Cir. 1990); cf. Ingersoll-Rand Co. v. McClendon, 498
U.S. 133, 142 (1990) (discussing ERISA’s preemption provi-
sion and its goal of minimizing inefficiencies and administra-
tive burdens on plans and plan sponsors). Avoiding
procedural uncertainty helps every actor in a benefits-
recovery action: the plaintiff, the plan defendant, and the
court adjudicating the claim. All benefit from having a bright
line rule on the necessary procedures for claims.

Although decisions in our circuit have not heretofore
explicitly said that only one statute of limitations per state
shall be applied to an ERISA benefits-recovery claim, our
analysis leads us to conclude that that principle has been in
the background of our prior ERISA limitations decisions. This
is not surprising in light of the thrust of Wilson and Owens.
For example, in Wetzel v. Lou Ehlers Cadillac Group Long
Term Disability Insurance Program, we changed our
previously-held view on the statute of limitations applicable
to an ERISA benefits claim arising in California. 222 F.3d at
648. In a prior case, we had determined that an ERISA
benefits-recovery claim was most analogous to a disability
claim under the California Insurance Code and we applied the
corresponding three-year statute of limitations. Id. at 647 (cit-
ing Nikaido v. Centennial Life Ins. Co., 42 F.3d 557 (9th Cir.
1994)). Upon reexamining California law, our en banc panel
overruled the prior Nikaido decision and determined that the
California statute of limitations for written contracts “pro-
vides the applicable statute of limitations for an ERISA cause
of action based on a claim for benefits under a written con-
tractual policy in California.” Id. at 648.

In the course of reviewing Wetzel en banc, we would have
had no occasion at all to overrule our prior precedent in
 WISE v. VERIZON COMMUNICATIONS 5347
Nikaido—that would not have been necessary, nor appropriate
—if more than one California statute of limitations could
apply to an ERISA benefits claim. If such a result were desir-
able, the Wetzel panel could have distinguished Nikaido and
applied the limitations period for a written contract to the case
before it. That the en banc panel overruled Nikaido on its way
to impose the written-contract limitations period discloses the
underlying principle that only one limitations period per state
should be applied to an ERISA benefits-recovery action, an
approach that will favor simplification and clarity for litigants
and for courts.

The Sixth Circuit has made its agreement with the one-
statute-per-state rule explicit. In Laborers’ Pension Trust
Fund v. Sidney Weinberger Homes, Inc., 872 F.2d 702 (6th
Cir. 1988) (per curiam), the ERISA defendant argued that
while a six-year statute of limitations based on a written-
contract action would apply in some benefits-recovery cases,
a shorter three-year period should apply under Michigan law
when the case involves a corporate defendant. Id. at 706 (cit-
ing Mich. Comp. Laws §§ 450.1554 and 600.5807(8)). The
Sixth Circuit rejected the argument that the limitations period
could vary from case to case based on the characteristics of
the defendant. The court explained that the defendants’ argu-
ment would mean that an identical suit “could have one limi-
tations period applicable to one defendant, while a second
defendant sued under the same statute would be subject to a
different limitations period.” Id. Citing the Supreme Court’s
decision in Wilson as rejecting the idea that “more than one
statute of limitations per state” could apply to a federal cause
of action, the Sixth Circuit held that the defendants’ argument
was thus “easily disposed of.” Id.

[4] It can be argued that if Congress wanted a uniform stat-
ute of limitations, it would have enacted one, and that in the
absence of such an enactment state law controls, even if that
means more than one limitations period per state may apply.1
1
Congress has enacted a four-year statute of limitations for civil actions
arising under federal statutes enacted after December 1, 1990. 28 U.S.C.
5348 WISE v. VERIZON COMMUNICATIONS
See Johnson v. State Mut. Life Assurance Co. of Am., 942
F.2d 1260, 1262 (8th Cir. 1991) (en banc); but see Harris v.
The Epoch Group, L.C., 357 F.3d 822, 825-27 (8th Cir. 2004)
(declining to consider a new statute of limitations not consid-
ered in Johnson). We do not think this argument is persuasive.
The intricacies of state law may apply to a federal claim only
to the extent that those intricacies are not inconsistent with
federal interests. Wilson, 471 U.S. at 267; see also Jenkins v.
Local 705 Int’l Bhd. of Teamsters Pension Plan, 713 F.2d
247, 251 (7th Cir. 1983) (“In determining the most appropri-
ate state statute of limitations, the court must be cognizant of
and examine . . . the federal policies involved.”). As we have
already said, ERISA was intended to provide a remedy to plan
beneficiaries, as well as to create stability for plans. This lat-
ter goal includes safeguarding plans from unanticipated
claims arising from unpredictable applications of each state’s
various statutes of limitations. The federal goal of creating
predictability for plan sponsors and administrators prevents us
from allowing more than one statute of limitations per state to
apply.

[5] In sum, we agree with the Sixth Circuit’s application of
Wilson to the ERISA context. See Laborers’ Pension Trust
Fund, 872 F.2d at 706. We are convinced that the “federal
interests in uniformity, certainty, and the minimization of
unnecessary litigation” are equally relevant to the ERISA con-
text as they were in the § 1983 cases. See Wilson, 471 U.S.
at 275. We now hold explicitly what we think was implied by
our rationale in Wetzel, that only one statute of limitations per
state applies to benefits-recovery actions under 29 U.S.C.
§ 1132(a)(1)(B). Our next tasks, then, are to determine which

§ 1658; see also Jones v. R.R. Donnelley & Sons Co., 541 U.S. 369, 382
(2004) (holding that § 1658 applies where the plaintiff’s claim was made
possible by a post-1990 enactment or amendment to a federal cause of
action). This provision does not apply to ERISA’s benefits-recovery cause
of action under 29 U.S.C. § 1132(a)(1)(B), which has not been amended
since 1990.
 WISE v. VERIZON COMMUNICATIONS 5349
statute of limitations applies to a benefits-recovery claim
brought in Washington State, and then to ask whether Wise’s
claim was timely filed under that statute.

B

[6] Our circuit precedent resolves the question of which
Washington statute of limitations we must apply in this case.
In Flanagan v. Inland Empire Electrical Workers Pension
Plan & Trust, 3 F.3d 1246 (9th Cir. 1993), we applied Wash-
ington’s six-year statute of limitations for written contract
claims to an ERISA benefits claim brought under 29 U.S.C.
§ 1132(a)(1)(B). Id. at 1252 (citing Wash. Rev. Code
§ 4.16.040). We applied this provision even though in that
case, as in this one, the plan participants were not individually
named in the plan documents and additional evidence was
required to determine that the plaintiffs were beneficiaries of
the ERISA plan. Id. at 1247-49. The Plan Administrators
point to no intervening, higher authority that “is clearly irrec-
oncilable with our prior circuit authority.” See Miller v. Gam-
mie, 335 F.3d 889, 900 (9th Cir. 2003) (en banc).2
Accordingly, we are bound by Flanagan to apply Washing-
ton’s six-year statute of limitations to Wise’s benefits-
recovery action.

[7] To determine whether Wise’s claim is timely under the
six-year statute of limitations, we must know when her cause
of action accrued. Accrual of an ERISA action is a question
of federal law, and thereunder an ERISA claim “accrues
either at the time benefits are actually denied, or when the
2
Even if we were not bound by Flanagan to apply the six-year limita-
tions period and were determining the most-analogous limitations period
in the first instance, we would choose Washington’s six-year written-
contract period. When choosing between multiple potentially-applicable
statutes, “as a matter of federal policy the longer statute of limitations
should apply.” See Lumpkin v. Envirodyne Indus., Inc., 933 F.2d 449, 465
(7th Cir. 1991) (applying Illinois’s ten-year statute of limitations for writ-
ten contracts instead of the five-year statute for oral contracts).
5350 WISE v. VERIZON COMMUNICATIONS
insured has reason to know that the claim has been denied.”
Wetzel, 222 F.3d at 649 (internal citation omitted). A claimant
has a “reason to know” under the second prong of our accrual
test when the plan communicates a “clear and continuing
repudiation of a claimant’s rights under a plan such that the
claimant could not have reasonably believed but that his [or
her] benefits had been finally denied.” Chuck v. Hewlett
Packard Co., 455 F.3d 1026, 1031 (9th Cir. 2006) (internal
quotation marks and citation omitted). We apply this estab-
lished law of ERISA accrual to the undisputed facts concern-
ing the Verizon Claims Review Committee’s notification to
Wise that her benefits had been finally denied. See id. at
1032-38 (applying undisputed facts to federal law of accrual);
Wetzel, 222 F.3d at 649-50 (same).

[8] Wise received four denial-of-claim notices as she
moved through the Plan Administrators’ internal review pro-
cess. The first three denial letters told Wise that she could
seek further internal review of the adverse benefits determina-
tion and encouraged her to submit any supplemental medical
documentation that might substantiate her disability claim.
The fourth letter, dated March 14, 2002, was of a wholly dif-
ferent character. This fourth letter notified Wise that “all deci-
sions of the [Verizon Claims Review Committee] are final,”
and did not indicate that any further internal review was pos-
sible. The letter went on to notify Wise, for the first time, of
her right to bring a civil enforcement action under 29 U.S.C.
§ 1132(a) of ERISA, thus signaling the end of the internal
review process. See 29 C.F.R. § 2560.503-1(g) (requiring cer-
tain disclosures, including a “right to sue” notification, when
a plan administrator renders an adverse benefits determina-
tion). The fourth letter triggered Wise’s ERISA claim because
only after receiving this letter was she informed that no fur-
ther internal appeals were possible and that her opportunity to
submit more medical documentation had ceased. See Wetzel,
222 F.3d at 650 (measuring accrual from the date of the denial
letter). Thus, we conclude that Wise’s claim accrued, at the
 WISE v. VERIZON COMMUNICATIONS 5351
earliest, on the date of the Verizon Claims Review Commit-
tee’s final denial notification: March 14, 2002.3

[9] Considering this to be the accrual date, and applying the
six-year statute of limitations, we conclude that Wise’s
benefits-recovery claim was timely-filed. Wise filed her com-
plaint on March 11, 2008, within the six-year statute of limita-
tions applicable to her claim. Because the claim fell inside the
six-year window, Wise’s suit was timely and the district court
erred in dismissing it as limitations barred. Accordingly, we
reverse the dismissal order as to the 29 U.S.C.
§ 1132(a)(1)(B) claim and proceed to examine Wise’s remain-
ing claims.4

III

[10] Wise’s second claim, brought under 29 U.S.C.
§ 1132(a)(2), alleges that the Plan Administrators breached
the fiduciary duties imposed on them by ERISA. ERISA per-
mits a plan participant to bring a civil enforcement action
3
The Plan Administrators ask us to determine the accrual date by look-
ing to the substance of the letter, which states that the Verizon Claims
Review Committee reviewed Wise’s claim on March 8, 2002. The Plan
Administrators contend that any breach of their duties occurred on the date
the Verizon Claims Review Committee reviewed Wise’s claim, even if the
letter denying the claim was not mailed until a few days later. The Plan
Administrators argue that we should measure accrual from the date refer-
enced in the letter, which would result in Wise’s claim being barred even
under the six-year limitations period. We decline to adopt the Plan Admin-
istrators’ view of accrual. To do so would be to allow a plan administrator
artificially to shorten the period in which a claimant could bring suit sim-
ply by delaying to mail the notification letter after a decision had been
made. ERISA’s remedial purpose does not condone such a possibility.
Instead, to us it makes sense to say the claim accrued when the Plan
Administrators’ final decision was fairly communicated to Wise.
4
We decide only that Wise’s claim was timely and express no opinion
on the merits of Wise’s claim, including her contention that GTE’s agree-
ment to backdate her service date was binding on the Plan Administrators
for benefits-eligibility purposes.
5352 WISE v. VERIZON COMMUNICATIONS
against any fiduciary “to make good to such plan any losses
to the plan resulting from [the fiduciary’s] breach.” 29 U.S.C.
§ 1109(a). The claim for fiduciary breach gives a remedy for
injuries to the ERISA plan as a whole, but not for injuries suf-
fered by individual participants as a result of a fiduciary
breach. LaRue v. DeWolff, Boberg & Assocs., Inc., 552 U.S.
248, 254, 256 (2008) (reaffirming prior holding that where
employee welfare benefit plans are concerned, 29 U.S.C.
§ 1109(a) remedies injuries to the entire plan and “does not
provide a remedy for individual injuries distinct from plan
injuries”); see also Amalgamated Clothing & Textile Workers
Union, AFL-CIO v. Murdock, 861 F.2d 1406, 1414 (9th Cir.
1988) (“A fiduciary’s mishandling of an individual benefit
claim does not violate any of the fiduciary duties defined in
ERISA.”). To allege a fiduciary breach under § 1132(a)(2),
Wise must allege that the fiduciary injured the benefit plan or
otherwise “jeopardize[d] the entire plan or put at risk plan
assets.” Amalgamated Clothing, 861 F.3d at 1414.

[11] Wise, however, did not allege that the plan as a whole
incurred an injury as a result of the Plan Administrators’ mis-
handling of her claim. While Wise’s complaint alleges that
the § 1132(a)(2) claim is brought on behalf of, and for the
benefit of, the plan and all its participants, there are no factual
allegations that the Plan Administrators violated their duties
with respect to anything other than Wise’s individual claim.
Although Wise was not required to plead detailed facts to
overcome the Plan Administrators’ dismissal motion under
Federal Rule of Civil Procedure 12(b)(6), the Supreme Court
has explained that “a plaintiff’s obligation to provide the
grounds of [his or her] entitlement to relief requires more than
labels and conclusions,” and, therefore, “naked assertion[s]”
of wrongdoing unaccompanied by “further factual enhance-
ment” do not survive a Rule 12(b)(6) motion. Bell Atl. Corp.
v. Twombly, 550 U.S. 544, 555, 557 (2007) (internal quotation
marks and alteration omitted). Wise’s fiduciary breach claim
states conclusions about the Plan Administrators’ alleged
fiduciary breach—including assertions that the Plan Adminis-
 WISE v. VERIZON COMMUNICATIONS 5353
trators failed to investigate, consult with qualified medical
experts, or evaluate claims fairly—without alleging facts
tending to show that any claim besides Wise’s was mishan-
dled or that the result of any such mishandling caused plan-
wide injury. Accordingly, the district court properly dismissed
Wise’s second claim.

IV

In her third claim, Wise seeks equitable relief under 29
U.S.C. § 1132(a)(3) in the form of an award of past and future
benefits, removal of the Plan Administrators as plan fidu-
ciaries, interest, attorney’s fees, and costs. The complaint
asserts that such relief is appropriate in equity because the
remedies available to Wise at law are inadequate. The district
court dismissed this claim as “duplicative of [Wise’s] request
for past and future long-term disability benefits.”

Section 1132(a)(3) is a “catchall” or “safety net” designed
to “offer[ ] appropriate equitable relief for injuries caused by
violations that [§ 1132] does not elsewhere adequately reme-
dy.” Varity Corp. v. Howe, 516 U.S. 489, 512 (1996).
Because removal of the ERISA fiduciary is an available rem-
edy under §§ 1109(a) and 1132(a)(2), Wise may not resort to
this equitable catchall provision to seek the same relief. See
id. at 515 (“[W]here Congress elsewhere provided adequate
relief for a beneficiary’s injury, there will likely be no need
for further equitable relief, in which case such relief normally
would not be ‘appropriate.’ ”).

[12] Wise’s “equitable” claim for recovery of past and
future benefits is likewise barred. Money damages are “the
classic form of legal relief,” and are not an available remedy
under ERISA’s equitable safety net. Mertens v. Hewitt
Assocs., 508 U.S. 248, 255 (1993) (reading the “other appro-
priate equitable relief” language in § 1132(a)(3) to preclude
an award of compensatory damages). The district court did
not err in concluding that all of the relief Wise requested
5354 WISE v. VERIZON COMMUNICATIONS
under the equitable catch-all was duplicative of relief she
sought under other sections of 29 U.S.C. § 1132. We therefore
affirm the district court’s dismissal of Wise’s third claim.

V

Wise’s fourth claim was brought against her former
employer, Verizon Communications, instead of against the
Plan Administrators. She alleges that Verizon Communica-
tions breached several state law duties in the course of its
efforts to recruit Wise to return to work there, and that its con-
duct constituted fraud, misrepresentation, and negligence.
Wise sought damages to compensate her for the lost insurance
benefits resulting from Verizon Communications’ conduct.
The district court dismissed the state law claims as preempted
by ERISA’s broad preemption provision, codified at 29
U.S.C. § 1144(a), and in the alternative as barred by the appli-
cable state statutes of limitations.

[13] A state law claim is preempted by ERISA if it has a
“connection with” or a “reference to” an ERISA-governed
benefit plan. Metro. Life Ins. Co. v. Massachusetts, 471 U.S.
724, 739 (1985). Stated another way, where “the existence of
[an ERISA] plan is a critical factor in establishing liability”
under a state cause of action, the state law claim is preempted.
See Ingersoll-Rand Co., 498 U.S. at 136, 139-40 (holding
state tort and contract claims were preempted under ERISA,
although no ERISA cause of action was pleaded, because the
essence of the wrongful-discharge suit was that the employer
had discharged the plaintiff to avoid paying ERISA benefits).
ERISA’s preemption provision functions “even when the state
action purport[s] to authorize a remedy unavailable under the
federal provision.” Id. at 144 (quoting Pilot Life Ins. Co. v.
Dedeaux, 481 U.S. 41, 55 (1987)).

[14] Wise’s state law claims are preempted because her
complaint necessarily references an ERISA plan. The state
law theories of fraud, misrepresentation, and negligence all
 WISE v. VERIZON COMMUNICATIONS 5355
depend on the existence of an ERISA-covered plan to demon-
strate that Wise suffered damages: the loss of insurance bene-
fits. Because Wise must allege the existence of an ERISA
plan to state her claims under Washington law, the claims are
preempted. We therefore affirm the district court’s dismissal
of Wise’s fourth claim.

VI

In conclusion, Wise’s first claim, the benefits-recovery
claim under 29 U.S.C. § 1132(a)(1)(B), was timely filed
within Washington’s six-year limitations period for suits on a
written contract, the most analogous state statute. The balance
of Wise’s claims were properly dismissed. The order dismiss-
ing Wise’s claims is therefore reversed as to the first claim
and affirmed as to the remaining three claims. We remand the
case for further proceedings not inconsistent with our deci-
sion. Each party shall bear its own costs on appeal.

AFFIRMED IN PART, REVERSED IN PART, AND
REMANDED.