This case is yet another act in the all-too-familiar drama involving patients, their health care providers, and their health care benefit plans. The question presented is whether a health care provider’s breach of contract and quasi-contract claims against a benefit plan established pursuant to the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §§ 1001 et seq., are completely preempted by federal law under the two-pronged test for ERISA preemption established in
Aetna Health Inc. v. Davila,
I. BACKGROUND
Plaintiff-appellant Montefiore Medical Center (“Montefiore” or “plaintiff’) is a non-profit hospital in the Bronx, New York. Between May 2003 and August 2008, Montefiore provided medical services to beneficiaries of defendant-appellee Local 272 Welfare Fund (“the Fund”), an employee benefit plan governed by ERISA. The Fund provides health care coverage to individuals who work in “covered employment,” as defined by the Fund, and to their eligible dependents (collectively, the “beneficiaries” or “members” of the Fund). The coverage that the Fund offers is paid directly from contributions it receives from employers, who are obliged by their colleefive bargaining agreements with defendant-appellee Teamsters Local 272 (“the Union”) to make specified contributions to the Fund on behalf of their covered employees. As required by ERISA and U.S. Department of Labor regulations, the Fund’s Plan Description (“the Plan”) sets forth the eligibility requirements for coverage, the nature of benefits provided, limitations on those benefits, services covered, and the procedures for claiming benefits and appealing claim denials.
Under the Plan, beneficiaries may obtain medical services in one of two ways. First, they may visit a health care provider who is in the network of providers with whom the Fund has specially contracted to provide services to its members (an “in-network” provider). Second, beneficiaries may visit a health care provider who is not in the Fund’s network (an “out-of-network” provider). When Fund members obtain services from an in-network provider, they pay a small co-payment or coinsurance fee or pay nothing at all, and the Fund reimburses the remaining cost for services directly to the provider. When Fund members obtain services from an out-of-network provider, the member is responsible for paying the provider himself, and thereafter may seek reimbursement for covered services from the Fund.
The Plan generally sets forth the beneficiary’s co-payments, co-insurance, and other rates of payment, but it does not estab *326 lish a rate or schedule at which in-network or out-of-network providers will be reimbursed by the Plan. For example, the Plan provides that a beneficiary is responsible for paying a 10% co-insurance fee for maternity care, but it does not establish a ceiling or other limitation on the fee that a provider of maternity care may charge in order to qualify for reimbursement of the remaining cost. These types of limitations are usually set by separate agreements between providers and their Preferred Provider Organizations (“PPOs”), 4 or between PPOs and the ERISA benefit plan, as explained below.
At all relevant times, Montefiore was an in-network provider of the Plan by virtue of its membership in two PPOs. Montefiore contracted with (1) Horizon Healthcare Insurance Company of New York (“Horizon”), from April 2003 until January 1, 2007, and (2) Preferred Choice Management Systems, Inc., d/b/a MagnaCare (“MagnaCare”), from January 1, 2007 through March 11, 2009 (the date Montefiore filed its complaint in this action). These PPOs entered into agreements with the Fund to provide eligible Plan beneficiaries with access to the PPOs’ participating hospitals, including Montefiore.
Montefiore and the other providers, in turn, entered into agreements with the PPOs to provide health care services to beneficiaries of the Plan at agreed-upon reimbursement rates, which rates were typically discounted from the providers’ usual and customary rates. The Fund’s contracts with Horizon and MagnaCare established the specific rates and terms under which the Fund would reimburse the providers for services. These contracts also included many cross-references to the terms of the beneficiaries’ benefit agreement with the Fund, ie., the Plan. 5
On March 10, 2009, Montefiore filed a complaint against defendants-appellees Teamsters Local 272 et al. (“defendants”) in New York state court seeking payment for over $1 million in medical services provided to Plan, beneficiaries that the Fund had allegedly failed to reimburse. On its face, the complaint alleged, inter alia, state-law claims for breach of contract and unjust enrichment. On March 31, 2009, defendants removed the action to the District Court, alleging that the claims fell within the civil enforcement provisions of ERISA and were therefore completely preempted by federal law. See 29 U.S.C. § 1132(a). On June 29, 2009, Montefiore moved to remand the case to state court. 6
*327 On November 11, 2009, the District Court issued its Opinion & Order denying plaintiffs motion to remand to the state court and holding, pursuant to the Supreme Court’s decision in Davila, that (1) Montefiore had “standing as an assignee of the Plan’s participants and beneficiaries to bring a claim under [the civil enforcement provision of] ERISA,” and (2) “there [wa]s no independent duty” implicated by defendants’ actions. Accordingly, the District Court concluded that Montefiore’s claims were completely preempted by ERISA and removal was proper. Observing that “the Second Circuit has not yet determined whether an in-network provider such as Montefiore has standing under ERISA,” the District Court sua sponte certified its order for interlocutory appeal.
This appeal followed.
II. STANDARD OF REVIEW
A party seeking removal bears the burden of showing that federal jurisdiction is proper.
Cal. Pub. Emps.
’
Ret. Sys. v. WorldCom, Inc.,
The District Court held, and defendants assert on appeal, that notwithstanding the complaint’s express references to state claims for breach of contract and unjust enrichment, plaintiffs claims are completely preempted by ERISA and are therefore removable to federal court. We review
de novo
a district court’s conclusions regarding its subject matter jurisdiction.
Devlin v. Transp. Commc’ns Int’l Union,
III. THE DAVILA TEST
ERISA was enacted to “protect ... participants in employee benefit plans and their beneficiaries” by establishing uniform regulations for such plans and “providing for appropriate remedies, sanctions, and ready access to the Federal courts.” 29 U.S.C. § 1001(b). Among other things, ERISA creates a comprehensive civil enforcement scheme that completely preempts any state-law cause of action that “duplicates, supplements, or supplants” an ERISA remedy.
Davila,
In
Davila,
the Supreme Court established a two-part test to determine whether a claim falls “within the scope” of § 502(a)(1)(B).
Davila,
We now consider each prong of this test.
A. Davila Prong One
There is potential
for
confusion regarding the proper sequence of analysis under
Davila.
Specifically, in situations in which a party seeks remand to a state court, it easy to overlook the distinction between a claim (1) brought
solely
pursuant to an independent duty that has nothing to do with ERISA, and a claim which (2)
could
have been brought under ERISA, but
also
rests on “[an]other independent legal duty that is implicated by [the] defendant’s actions.” The former fails to satisfy the first prong of
Davila
because it does not state a “colorable claim” for benefits,
Firestone Tire & Rubber Co. v. Bruch,
Accordingly, we can avoid this confusion by expressly disaggregating the first prong of
Davila.
First, we consider whether the plaintiff is the
type
of party that can bring a claim pursuant to § 502(a)(1)(B); and second, we consider whether the
actual claim
that the plaintiff asserts can be construed as a colorable claim for benefits pursuant to § 502(a)(1)(B).
Cf. Marin Gen. Hosp.,
(i) Davila Prong One: Step One
As explained above, § 502(a)(1)(B) provides that a civil action
*329
may be brought
“by a participant or beneficiary
” of an ERISA plan to enforce certain rights under that plan pursuant to ERISA.
See 29
U.S.C. § 1132(a)(1)(B) (emphasis supplied). Generally, § 502(a) is narrowly construed to permit only the enumerated parties to sue directly for relief.
See Franchise Tax Bd. v. Constr. Laborers Vacation Trust for S. Cal.,
Here, each of the reimbursement forms that provide the basis for Montefiore’s suit contain a “Y” for “yes” in the space certifying that the patient has assigned his claim to the hospital. Accordingly, pursuant to our holding in
Simon,
That said, Montefiore vigorously contests the notion that it obtained valid assignments, arguing that “an attempt to assign ERISA benefits to an in-network provider is a nullity!.]” In support of its argument, Montefiore relies upon dicta in
Sewell v. 1199 Nat’l Benefit Fund for Health & Human Servs.,
Where the patient receives services from a participating provider, ... it is not clear that the patient has anything to assign because the patient is entitled only to healthcare at no cost, not reimbursement. If the participant or beneficiary has no right to payment to assign to the participating provider, it is doubtful that the ‘narrow exception’ [for healthcare providers] to ERISA’s otherwise stringent standing requirement would apply.
As the District Court correctly observed in its Opinion & Order of November 11, 2009, these stray comments are neither binding precedent nor even the holding of the case in which they appear. But more importantly, they do not accurately reflect the nature of the legal right at issue here.
The right to “health care at no cost” (or at less cost, where a co-payment or coinsurance fee is involved) is made possible only by arrangements to have one’s health care provider reimbursed for the balance of the fee for services. Indeed, the difference between receiving “health care at no cost” and receiving direct reimbursement of one’s costs is largely one of form, rather than of substance. This reality, in and of itself, is sufficient to support our holding *330 that patients may assign their rights to “in-network” providers. However, even if we assume for the sake of argument that a provider would continue to provide medical services to beneficiaries at low or no cost despite an inability to enforce beneficiaries’ rights under ERISA — quite an assumption — the fact remains that beneficiaries arguably would be liable for whatever costs the provider was unable to recover from a benefit plan, and would have a right to reimbursement of those costs pursuant to ERISA and to the terms of the plan.
For example, Montefiore’s contract with MagnaCare expressly permits Montefiore to obtain payment (by billing or, if necessary, by suit) directly from patients in the event that Montefiore does not receive payment from the Fund. As Montefiore’s counsel conceded at oral argument, in the event that a patient is charged or sued by Montefiore, his right to reimbursement from the Fund is a right that the patient may assign to Montefiore.
Montefiore’s contract with Horizon, on the other hand, is silent as to whether Montefiore can seek full reimbursement directly from patients; however, even under that contract, patients are likely to be held liable for the services they receive— indeed, it does not take a stretch of the imagination to expect that a patient who receives medical care will be required to pay for it.
9
See Cagle v. Bruner,
Accordingly, plaintiff Montefiore’s argument that it cannot receive a valid assignment of benefits is without merit. We hold that beneficiaries may assign their rights under ERISA § 502(a)(1)(B) to health care providers that have contracted to bill a benefit plan directly, as the beneficiaries did in this case. 10
(ii) Davila Prong One: Step Two
We turn to the second step of the first prong of the
Davila
test — whether the
actual claims
that Montefiore asserts can be construed as colorable claims for benefits pursuant to § 502(a)(1)(B).
See Firestone Tire & Rubber Co.,
489 U.S. at
*331
117-18,
This distinction is helpful and instructive; however, after applying it to the claims for reimbursement submitted by Montefiore, the result is not favorable to Montefiore’s argument on appeal. For example, among the selection of claims for reimbursement that the parties specifically submitted for our attention on appeal, 11 all of those for which the reason for denial is discernible 12 appear to implicate coverage determinations under the relevant terms of the Plan, including denials of reimbursement because “pre-certification [is] required,” because the “services [were] not covered under [the] plan,” or because the “member is not eligible.” Joint App’x at 293, 296, 303. None of the selected claims appear to be claims regarding, for example, underpayment or untimely payment, where the basic right to payment has already been established and the remaining dispute only involves obligations derived from a source other than the Plan. 13
In the proceedings below, the District Court analyzed the claim forms, reviewed related affidavits and evidence, and subsequently held in its Opinion & Order that “the Fund refused payment on at least some, if not all, of Montefiore’s claims because certain services were not covered by the Plan, patients were not eligible under the Plan, or Montefiore neglected to follow procedures as set forth in the Plan.” We conclude that it was proper for the District Court to look beyond the mere allegations of the complaint to the claims themselves (including supporting documentation) in conducting its analysis, and we agree with the District Court’s conclu *332 sion that these claims are colorable claims for benefits pursuant to ERISA § 502(a)(1)(B).
B. Davila Prong Two
Under
Davila,
a claim is completely preempted only if “there is no other independent legal duty that is implicated by [the] defendant’s actions.”
Here, apart from Montefiore’s argument that its claims involve only the amount of payment, Montefiore asserts that its claims sound separately and independently in quasi-contract law. See Appellant’s Br. at 44-46. Specifically, Montefiore argues that prior to providing services to each beneficiary, it would call the Fund and verify that the patient was eligible and that the anticipated services were covered. These verbal communications, Montefiore contends, gave rise to an independent legal duty between Montefiore and the Fund.
We are not persuaded. Whatever legal significance these phone conversations may have had, see Appendix A, they did not create a sufficiently independent duty under Davila — indeed, as Montefiore concedes, this pre-approval process was expressly required by the terms of the Plan itself and is therefore inextricably intertwined with the interpretation of Plan coverage and benefits.
IV. SUPPLEMENTAL JURISDICTION
Under 28 U.S.C. § 1367(a), district courts “shall have supplemental jurisdiction over all other claims that are so related to claims in the action within such original jurisdiction that they form part of the same case or controversy.” 28 U.S.C. § 1367(a).
In order to exercise supplemental jurisdiction, a federal court must first have before it a claim sufficient to confer subject matter jurisdiction.
See United Mine Workers of Am. v. Gibbs,
As we explained above, at least some of the claims for reimbursement brought by Montefiore are completely preempted by ERISA and therefore give rise to federal subject matter jurisdiction. The only question, then, is whether any remaining state law claims arise from the same common nucleus of operative fact.
Id.
Here, the parties do not dispute that all of the claims asserted by Montefiore involve the Fund’s alleged failure to reimburse Montefiore for medical services provided to Plan beneficiaries between May 2003 and August 2008. Accordingly, assuming
arguendo
*333
that any state-law claims exist, they are properly subject to the District Court’s supplemental jurisdiction.
See, e.g., Brunswick Surgical Ctr., LLC v. CIGNA Healthcare,
Civ. No. 09-5857,
V. CONCLUSION
To summarize:
(1) Montefiore received valid assignments from the beneficiaries of the Plan, both during the period in which it had contracted with the Horizon PPO, and during the period in which it had contracted with the MagnaCare PPO;
(2) at least some of Montefiore’s claims for reimbursement involve the right to payment, not merely disputes regarding the amount or proper execution of payment, and such claims are therefore color-able claims for benefits pursuant to ERISA § 502(a)(1)(B);
(3) Montefiore’s claims do not implicate any duties of defendants separately and independently from defendants’ duties under the Plan sounding in contract.
Accordingly, (4) at least some of Montefiore’s claims are completely preempted by federal law and were properly removed to federal court; and
(5) in the circumstances presented here, any remaining state-law claims share a common nucleus of operative fact with the federal claims, and therefore, they are properly subject to the District Court’s supplemental jurisdiction.
We have considered all of plaintiffs arguments and find them to be without merit. The judgment of the District Court is AFFIRMED, and the cause is REMANDED to the District Court for further proceedings consistent with this opinion.
Appendix A
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Notes
. Section 502(a)(1)(B) provides, in relevant part:
A civil action may be brought—
(1) by a participant or beneficiary'—
(B) to recover benefits due to him under the terms of his plan, to enforce his rights under the terms of the plan, or to clarify his rights to future benefits under the terms of the plan[.]
*325 29 U.S.C. § 1132(a).
. As will be discussed post, exact provider reimbursement amounts and terms regarding the execution of payment to providers are not usually (or, to our knowledge, ever) explicitly set forth in an ERISA benefit plan. We acknowledge, however, that a hypothetical future case may arise in which these terms are in fact provided by the ERISA benefit plan. Our holding regarding the nature of claims involving the amount or execution of payment would not control that hypothetical case, as presumably it would be possible under those circumstances to raise a colorable claim for benefits related solely to the amount or execution of payment.
. Claims involving the proper execution of the monetary transfer include, among other things, claims regarding the timeliness of payment and claims regarding the proper form of payment.
. A Preferred Provider Organization is "an entity that contracts with doctors, hospitals, and other health care providers to arrange discounted payments for services for the PPO’s customers.”
United States v. Graf,
. To summarize: Montefiore contracted directly with the PPOs (Horizon and MagnaCare); the PPOs contracted directly with the Fund; and the Fund (via the Plan) contracted directly with the Plan beneficiaries, who, in turn, became patients at Montefiore. See Appendix A. Accordingly, Montefiore has a relationship with the Fund that sounds in contract law, but it did not contract directly with the Fund. At oral argument the parties explained that this type of arrangement between providers, PPOs, and insurance plans is common in the health insurance industry.
. On June 29, 2009, Montefiore voluntarily moved to dismiss its third and fourth causes of action for breach of contract and unjust enrichment pursuant to § 301 of the Labor Management Relations Act, 29 U.S.C. § 186. The District Court granted the motion on November 11, 2009. Accordingly, we have no occasion to consider those claims.
. That is, if they are brought by an individual who has standing to assert rights under ERISA § 502(a)(1)(B).
. We note that the valid assignment of claims is not necessarily limited to those instances in which the provider’s documentation specifically reflects the assignment. Rather, a "checked box” or other written indication is merely one possible way of demonstrating that the claims were assigned.
. We need not consider the question of whether a beneficiary can make a valid assignment to his in-network health care provider in the hypothetical situation in which the provider has expressly contracted not to seek full payment from the beneficiary.
. To be clear, our holding applies where a provider’s contract with a PPO or ERISA benefit plan is silent regarding the question of whether the provider can hold the patient liable for unmet obligations, as in the case of Montefiore’s arrangement with Horizon.
. This selection of claims is sufficient to support our holding because we need only locate a single preempted claim to establish a basis for the exercise of federal subject matter jurisdiction. The selection before us includes multiple claims that are clearly preempted, as we explain below.
. Some of the documents in the record are nearly illegible; furthermore, the justification for the denial of a claim is not always explained on the face of the claim form. See, e.g., Joint App’x at 305-06.
. One possible exception is a claim that appears to have been denied on the basis that the "charge [was] previously considered.” Depending upon what occurred the first time the charge was considered, this claim may or may not implicate a coverage determination under the Plan. Joint App'x at 298.