Full opinion text
MEMORANDUM AND CERTIFICATION YOUNG, Chief Judge. I. INTRODUCTION Hov/s this for a problem on a first year torts or civil procedure exam? Plaintiff A sues Defendant B in state court for misrepresentation and other state causes of action in the sale of a product that Plaintiff A alleges does not function in the manner represented. Misrepresentation claims have been ree-ognized in common law courts in the United States and throughout the English-speaking world for centuries. The product in question is a pension plan/profit sharing plan that falls within the ambit of the Employee Retirement Income Security Act (“ERISA”). Defendant B is the insurance agent and agency who sold Plaintiff A the policy. Defendant B removes the case to federal court on the ground that ERISA preempts the jurisdiction of the state courts. What is more, Defendant B moves to dismiss the case on the ground that, notwithstanding Plaintiff A’s viable misrepresentation and other state claims, ERISA provides no remedy for such claims and, in fact, extinguishes them in this context. Com/pare Andrews-Clarke v. Travelers Ins. Co. 984 F.Supp. 49 (D.Mass.1997) (ERISA extinguishes insurer’s liability for otherwise viable state wrongful death claim). Plaintiff A moves to remand the case to state court where the claims will at least remain alive. What ought the Court do? A. Remand the case, it’s only fair. B. Remand the case, it does not “arise under” federal law. C. Remand the case, Congress never intended ERISA preemption to sweep so broadly. D. Remand the case, the Supreme Court never intended its preemption jurisprudence to reach so far and work such an unjust result. E. All of the above. The correct answer is “E.” Maybe. A. Facts The following recitation of facts is taken from the Plaintiffs First Amended Complaint and Jury Demand (“PL’s First Am. Compl.”) [Doc. No. 1, Attach. 1], Pl.’s Mem. in Supp. of PL’s Mot. to Remand (“PL’s Mem.”) [Doc. No. 6], and Defendants Baker and Baker Associates Opp’n to PL’s Mot. to Remand (“Baker Opp’n”) [Doc. No. 9], The facts are largely uncontested. The Plaintiff Maria Miara (“Miara”) and her husband Richard Miara (together, the “Miaras”) owned a company called New England Chain Link Fence Co., Inc. PL’s Mem. at 1. In 1989, Miara contacted the defendant Gary Baker (“Baker”) of the defendant company now known as Baker Associates Insurance Agency, Inc. (“Baker Associates”). Id. She “inquire[d] about establishing a pension plan or profit sharing plan for the company.” Id. Baker brought in defendant Joseph Bonasera (“Bonasera”) from what is now First Allmerica Financial Life Insurance Company (“First Allmerica,” and collectively with Baker, Baker Associates, and Bonasera, the “Defendants”) to discuss various plans with the Miaras. Id. Baker, Bonasera and the Miaras met on at least two occasions. Id. at 2. Miara claims that she “and her husband repeatedly explained that whatever plan they chose must have spousal survivor benefits, particularly for the [benefit] of [Miara], who was considerably younger than her husband.” Id. at 2. Baker and Bonasera suggested the Miaras use a Defined Benefits Plan. Id. Miara contends that “[t]hey represented that although the plan was more expensive to administer, it had a great advantage over alternative plans because the Pension Benefit Guaranty Corp (‘[Pension Benefit]’) guaranteed the plan.” Id.; see also Baker Opp’n ¶ 2 (agreeing that Pension Benefit did “guarantee[ ] the plan”). Miara specifies that “[t]hey assured [her] and her husband that [Pension Benefit] guaranteed 100% spousal benefits in the event that anything were to happen' to either [Miara] or her husband,” without qualification. Pl.’s Mem. at 2. Miara claims that she relied on these representations and, accordingly, chose the recommended Defined Benefits Plan, id., effective September 1, 1989. Baker Opp’n ¶ 1. Unfortunately, Miara’s husband died in an automobile accident on August 22, 1996. Pl.’s Mem. at 2; Baker Opp’n ¶ 3. Miara claims Bonasera told her “that in order to get the [Pension Benefit] survivor benefits, she would have to close the company and put it into bankruptcy.” Pl.’s Mem. at 2. She asserts that, again relying on Bonas-era’s advice, she “liquidated the company’s assets and filed for Chapter 7 bankruptcy protection.” Id. Miara subsequently received several written notifications of the spousal death benefits available to her. See id. In an October 8, 1996 letter, First Allmerica informed Miara that she could collect $1,382.80 per month as of September 1, 1996, or $2,457.27 per month if she deferred her collection until February 1, 2002. Id.; Baker Opp’n ¶ 4. At this time, asserts Miara, Bonasera “reiterated that [Miara] would get the full spousal benefit regardless of which option she chose because of [Pension Benefit’s guaranty.” PL’s Mem. at 2. On December 4, 1996, Miara informed First Allmerica that she elected to defer the receipt of benefits until February 2002. Id. The second notification, dated January 6, 1997, informed Miara “of an error in the October 8,1996 death benefit information.” Id. at 3. First Allmerica notified Miara that though the calculation of $1,382.80 per month as of September 1, 1996, remained the same, deferring payment until February 1, 2002 would result in a monthly benefit of $1,952.97, and deferring until February 1, 2006 would result in receipt of a monthly benefit of $2,664.35. Id.; Baker Opp’n ¶5. The letter further stated, according to Miara, that monthly benefit payments would begin “on February 1, 2006, unless written consent to commence payments as of an earlier date is received.” PL’s Mem. at 3 (internal quotations omitted); Baker Opp’n ¶ 5. Miara elected to receive the benefits as of February 1, 2006 and, as such, expected she would receive $2,664.35 every month as of that date. Pl.’s Mem. at 3. The third communication, dated more than five years later on June 12, 2002, yet again modified the amount Miara was to receive. Id. “To her great shock and chagrin,” Miara was informed “that she was entitled to a monthly survivor payment of just $531.76 a month if she deferred payment until February 1, 2006, and only $415.84 a month if she opted for an early retirement option — more than $2,000 less than what First Allmeriea had assured her she would receive.” Id.; Baker Opp’n ¶ 6. This was Miara’s first notification that she would not receive the full spousal benefits Baker and Bonasera had allegedly promised her. Pl.’s Mem. at 3. Miara appealed Pension Benefit’s determination, which was denied by letter dated June 12, 2003. PL’s First Am. Compl. ¶ 18; PL’s Mem. at 3; Baker Opp’n ¶ 7. Pension Benefit informed Miara that the reduction in benefits was due to the fact that “she and her husband were ‘substantial owners’ of the company and the plan had terminated early.” PL’s First. Am. Compl. ¶ 18; PL’s Mem. at 3. Miara contends that “[Pension Benefit's ‘substantial owner’ limitations were, or should have been, well known by Baker, Baker Associates, Bonasera and [First] Allmeriea” and that “[e]ach of the defendants should have disclosed the limitations to [Miara] and her husband prior to their purchasing the plan, but did not.” PL’s First. Am. Compl. ¶ 20. Miara contends she was repeatedly assured, even after her husband’s death, that there were no limitations on her benefits, and that she purchased the plan “specifically in reliance upon the representations by Baker and Bonasera that they were guaranteed to receive full spousal benefits.” Id. ¶¶ 21-22. Miara’s complaint, “consists of [seven] state-law claims, each of which targets Defendants’ alleged misrepresentations in procuring the ... policy.” See Giannetti v. Mahoney, 218 F.Supp.2d 8, 10 and n. 2 (D.Mass.2002)(Neiman, M.J.); PL’s First Am. Compl. ¶¶ 23-55. The state law claims are: (1) promissory estoppel (2) negligent misrepresentation (3) malpractice (4) breach of contract (5) breach of guaranty (6) breach of the covenant of good faith and fair dealing, and (7) violation of Massachusetts General Laws chapter 93A. PL’s First Am. Compl. ¶¶ 23-55. The Defendants raise affirmative defenses in their answers, one of which is that federal ERISA law preempts Miara’s state claims. Accordingly, on October 19, 2004, Baker and Baker Associates removed this matter to federal court. Notice of Removal to the United States District Court [Doc. No. 1], Arguing that her state law claims are not preempted by ERISA, Miara asks this court to remand the matter to the Massachusetts Superior Court on the ground that this Court lacks subject matter jurisdiction. PL’s Mot. to Remand [Doc. No. 5]. Parties have filed memoranda in support of their respective positions. See PL’s Mem.; Baker Opp’n; Def. Bonasera Opp’n to PL’s Mot. to Remand [Doc. No. 12] (“Bonasera Opp’n”). This Court must now decide whether it has jurisdiction over this matter or whether it ought remand the case to the courts of the Commonwealth. II. DISCUSSION A. Removal of State Cause of Action and Federal Jurisdiction 1. Removal Defendants may remove from state court actions over which original jurisdiction is granted to the federal courts. Franchise Tax Bd. v. Construction Laborers Vacation Trust, 463 U.S. 1, 10, 103 S.Ct. 2841, 77 L.Ed.2d 420 (1983) (explaining that original jurisdiction must be established by plaintiffs claims). “A removing defendant bears the burden of establishing the existence of federal jurisdiction.” Tapscott v. MS Dealer Serv. Corp., 77 F.3d 1353, 1356 (11th Cir.1996). In the context of ERISA, where Congress deliberately and “completely preempted] a particular area ... [claims are] necessarily federal in character.” Metropolitan Life Ins. Co. v. Taylor, 481 U.S. 58, 63-64, 107 S.Ct. 1542, 95 L.Ed.2d 55 (1987). Accordingly, defendants may, by statutory dictate, remove a case “arising under” or “relating to” ERISA to federal court. 28 U.S.C. § 1441. 2. ERISA Preemption The Supreme Court has identified two kinds of ERISA claims, those which arise under ERISA’s civil enforcement provision, 28 U.S.C. § 1132(a), and those claims against ERISA entities that are “run-of-the-mill state-law claims,” Memorial Hosp. Sys. v. Northbrook Life Ins. Co., 904 F.2d 236, 243, 248 (5th Cir.l990)(quoting Mackey v. Lanier Collection Agency & Serv. Inc., 486 U.S. 825, 833, 108 S.Ct. 2182, 100 L.Ed.2d 836 (1988)), the latter of which are not preempted. Cromwell v. Equicor-Equitable HCA Corp., 944 F.2d 1272, 1284 (6th Cir.1991) (citing Mackey, 486 U.S. at 833, 108 S.Ct. 2182); see also Children’s Hosp. Corp. v. Kindercare Learning Ctrs., Inc., 360 F.Supp.2d 202, 207 (D.Mass.2005) (Saris, J.) (“[C]onflict preemption is a defense to a state claim and does not create subject matter jurisdiction.”) (citing Banca v. Private Health Care Sys., Inc., 185 F.3d 1, 4-5 (1st Cir.1999)). As the First Circuit explained, ERISA is a comprehensive statutory scheme that governs employee benefit plans.... [ERISA] contains an express preemption clause providing that it shall “supersede any and all State laws” insofar as they may now or hereafter relate to any “... employee benefit plan.” Thus, when state-law claims “relate to ” ERISA plans, those claims are transmuted into ERISA claims. In that situation, “any civil complaint raising such a state law claim ... is of necessity so federal in character that it arises under federal law for purposes of 28 U.S.C. § 1331 and permits removal to federal court.” (internal citations and alterations omitted) (alterations and emphasis added). Carpenters Local Union No. 26 v. United States Fid. & Guar. Corp., 215 F.3d 136, 139 (1st Cir.2000). B. Remand to State Court: Standard of Review Where federal jurisdiction is lacking, a federal court may remand a matter on its own motion, see Wisconsin Dep’t of Corr. v. Schacht, 524 U.S. 381, 392, 118 S.Ct. 2047, 141 L.Ed.2d 364 (1998) (indicating a court has the authority to remand a matter sua sponte) or, as here, on a motion of either party. “[U]pon a motion to remand, the burden is upon the removing party to show that federal subject matter jurisdiction exists.” Giannetti, 218 F.Supp.2d at 10 (citing BIW Deceived v. Local S6, Indus. Union of Marine & Shipbuilding Workers of Am., 132 F.3d 824, 830-31 (1st Cir.1997) and Bally v. National Collegiate Athletic Ass’n, 707 F.Supp. 57, 58 (D.Mass.1988)). Generally, “[d]oubts about the propriety of removing an action should be resolved in favor of remand.” Giannetti, 218 F.Supp.2d at 10 (citation omitted). C. Significance of the Remand Decision Should this Court decide to grant the motion to remand, such decision may not be appealed. 28 U.S.C. § 1447(d) (“An order remanding a case to the State court from which it was removed is not reviewable on appeal or otherwise”); but see Class Action Fairness Act of 2005, Pub.L. No. 109-2 (2005). This Court likewise understands the gravity of its decision for Miara, as denial of the motion to remand will, in effect, terminate her claims, “slam the courthouse doors in her faee[,] and leave her without any remedy.” Andrews-Clarke, 984 F.Supp. at 53. “[I]t is,” indeed, “widely recognized that the absence of a comparable remedy under ERISA does not alter the analysis concerning preemption of the state law claims.” Id. at 55 n. 26 (citing e.g. Turner v. Fallon Cmty. Health Plan, 127 F.3d 196, 198-200 (1st Cir.1997)). Nevertheless, this Court recognizes that if her claims are preempted, “[t]he result ERISA compels [this Court] to reach means [Miara] has no remedy, state or federal, for what may have been a serious mistake.” Andrews-Clarke, 984 F.Supp. at 53 (quoting Turner v. Fallon Cmty. Health Plan, 953 F.Supp. 419, 424 (D.Mass.1997) (Gorton, J.) aff'd 127 F.3d 196 (1st Cir.1997)). This hardly seems just. See id. at 52. III. ERISA A. The Purpose of ERISA In a preemption analysis, one must be cognizant of the original purposes of ERISA. New York State Conf. of Blue Cross & Blue Shield Plans v. Travelers Ins. Co., 514 U.S. 645, 655, 115 S.Ct. 1671, 131 L.Ed.2d 695 (1995) (“Since pre-emption claims turn on Congress’s intent, we begin as we do in any exercise of statutory construction with the text of the provision in question, and move on, as need be, to the structure and purpose of the Act in which it occurs.” (internal citations omitted)); Fort Halifax Packing Co., Inc. v. Coyne, 482 U.S. 1, 8, 107 S.Ct. 2211, 96 L.Ed.2d 1 (1987) (indicating that the intent of Congress when enacting ERISA is the “ultimate touchstone” in the determination of preemption); Spalding v. Reliance Standard Life Ins. Co., 835 F.Supp. 23, 29 (D.Mass.1993) (citing the First Circuit decision in McCoy v. Massachusetts Inst. of Tech., 950 F.2d 13,17-18 (1st Cir.1991), for the principle that, “to the extent that grey areas exist, the policy rationale[s] permeating ERISA ‘afford sound guidance’ in assessing the scope of preemption.”). The purposes of ERISA have been fully articulated. ERISA is a “comprehensive statute designed to promote the interests of employees and their beneficiaries in employee benefit plans.” Shaw v. Delta Air Lines, 463 U.S. 85, 90, 103 S.Ct. 2890, 77 L.Ed.2d 490 (1983) (citations omitted); see also id., 463 U.S. at 99, 103 S.Ct. 2890 (indicating one purpose of ERISA was to “eliminat[e] the threat of conflicting or inconsistent State and local regulation of employee benefit plans” (quoting Senator Williams, 120 Cong. Rec. 299, 33 (1974))); Boston Children’s Heart Found., Inc. v. Nadal-Ginard, 73 F.3d 429, 439 (1st Cir.1996) (explaining Congressional intention to “ensure uniformity in [ERISA-gov-erned] plans by preventing states from imposing divergent obligations upon them.”); Crespo v. Candela Laser Corp., 780 F.Supp. 866 (D.Mass.1992) (explaining ERISA’s “two-fold intent: to protect employees from the consequences of underfunding of pension, and welfare benefit plans, as well as to protect employers from inconsistent state and local regulation of such plans”). ERISA was not intended to protectf ] plan participants and their beneficiaries by requiring employers to providé any given set of minimum benefits, but instead controls the administration of benefit plans, as by imposing reporting and disclosure mandates, participation and vesting requirements, funding standards, and fiduciary responsibilities for plan administrators. It envisions administrative oversight, imposes criminal sanctions, and establishes a comprehensive civil enforcement scheme. It also pre-empts some state law. Travelers, 514 U.S. at 651, 115 S.Ct. 1671 (internal citations omitted) (emphasis added); Massachusetts v. Morash, 490 U.S. 107, 112, 109 S.Ct. 1668, 104 L.Ed.2d 98 (1989) (“ERISA was passed by Congress ... to safeguard employees from the abuse and mismanagement of funds that had been accumulated to finance various types of employee benefits.” (emphasis added)). Yet, over time, “ERISA has evolved into a shield of immunity which thwarts the legitimate claims of the very people it was designed to protect.” Andrews-Clarke, 984 F.Supp. at 56. ERISA has, in fact, “gone conspicuously awry from its original intent”. Id. at 65. The Supreme Court has recognized that the issue of ERISA preemption has resulted in “an avalanche of litigation in the lower courts.” De Buono v. NYSA-ILA Med. & Clinical Servs. Fund, 520 U.S. 806, 809 n. 1, 117 S.Ct. 1747, 138 L.Ed.2d 21 (1997). This is due partially to the existence of confusion within the bar, and “becomes yet another illustration of the glaring need for Congress to amend ERISA.” Andrews-Clarke, 984 F.Supp. at 53 (footnote omitted). This Court is intrigued by the argument made by Baker’s counsel that “it would be very much in the interests of all ... involved in this kind of work to get an answer [from] the First Circuit to the question whether these kind of misrepresentation[ and other state] claims are preempted or not.” Tr. of Mot. Hr’g of January 13, 2005, at 11. B. ERISA PREEMPTION AND THE “RELATE TO” REQUIREMENT The Supreme Court has explained that it has: [A]ddressed claims of pre-emption with the starting presumption that Congress does not intend to supplant state law. Indeed, in [the preemption context] ... where federal law is said to bar state action infields of traditional state regulation we have worked on the “assumption that the historic police powers of the States were not to be superseded by the Federal Act unless that was the clear and manifest pmpose of Congress”. Travelers, 514 U.S. at 654-55, 115 S.Ct. 1671 (internal citations omitted) (emphasis added). One may well question whether it was, in fact, the “clear and manifest purpose” of Congress to preempt state law claims such as Miara’s. Indeed, “for the first time in our history, business has a good chance of opting out of the legal system altogether.” William G. Young, An Open Letter to U.S. District Court Judges, The Fed. Law., July 2003, at 33 (“An Open Letter”). This Court must determine whether Miara’s claims arise out of or “relate to” the benefit plan such that they are preempted by section 514 of ERISA. 29 U.S.C. § 1144(a). “There is no bright line test for determining when claims ‘relate to’ an employee benefit plan; each case must be decided on its particular facts.” Trans-Lease Group, Inc. v. Spiegel, 7 Mass. L. Rptr. 330, 1997 WL 564366, at *3 (Mass.Super. Sept. 2, 1997) (Cratsley, J.) (citing Pace v. Signal Tech. Corp., 417 Mass. 154, 160 n. 5, 628 N.E.2d 20 (1994)). “The type [of] relationship any given state law-based legal claim is required to have with an employee benefit plan in order to apply ERISA’s preemption provision has been the subject of a fair amount of debate.” Parisi v. Trustees of Hampshire Coll., 711 F.Supp. 57, 61 (D.Mass.1989) (Freedman, C.J.); Trans-Lease Group, 1997 WL 564366, at *3 (noting “there is considerable authority on both sides of the preemption issue”). The Supreme Court in Ingersoll-Rand, Co. v. McClendon set the standard in determining whether a state claim “relates to” an ERISA-covered plan. 498 U.S. 133, 139-42, 111 S.Ct. 478, 112 L.Ed.2d 474 (1990); Hampers v. W.R. Grace & Co., Inc., 202 F.3d 44, 49 (1st Cir.2000) (explaining “[ejxpress ERISA preemption analysis ... involves two central questions: (1) whether the plan at issue is an employee benefit plan and (2) whether the cause of action relates to this employee benefit plan.” (quoting McMahon v. Digital Equip. Corp., 162 F.3d 28, 36 (1st Cir.1998)) (internal quotation marks omitted) (emphasis added)). C. Supreme Court Jurisprudence 1. Expansive Application of ERISA’s “Relate To” Language The Supreme Court’s initial expansive reading of the ERISA preemption provisions is to blame for the breadth of the ERISA preemption doctrine today. To reiterate, the analysis is two-step: first, a court must determine that a plaintiff has standing to sue as a “participant” or “beneficiary” of an employee benefits plan. Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 116, 109 S.Ct. 948, 103 L.Ed.2d 80 (1989) (referring to the subjacent circuit court decision). As Miara meeting this requirement is not in dispute, the next question is whether her claims are sufficiently “related to” the plan in order for ERISA preemption to apply. This latter phrase has contributed a great deal to the current state of confusion. Doricent v. American Airlines, Inc., No.CIVA.91-13084-Y, 1993 WL 437670, at *7 (D.Mass. Oct.19, 1993) (Over time, the “relate to” language has become “essentially meaningless” and resulted in “havoc.”). Hitherto, the Supreme Court had stated that a state law claim “relates to” an employee benefit plan “if it has a connection with or reference to such a plan.” Shaw, 463 U.S. at 96-97, 103 S.Ct. 2890. It is troubling that a plaintiffs claims and remedies are at the mercy of such unfettered language. As the Supreme Court acknowledged: The governing text of ERISA is clearly expansive .... [0]ne might be excused for wondering, at first blush, whether the words of limitation (“insofar as they ... relate”) do much limiting. If “relate to” were taken to extend to the furthest stretch of its indeterminacy, then for all practical purposes pre-emption would never run its course for, [r]eally, universally, relations stop nowhere ... [W]e have to recognize that our prior attempt to construe the phrase “relate to” does not give us much help drawing the line here. Travelers, 514 U.S. at 655, 115 S.Ct. 1671 (citation omitted). Congress may well have used broad language to “establish pension plan regulation as exclusively a federal concern.” Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 46, 107 S.Ct. 1549, 95 L.Ed.2d 39 (1987) (quoting Alessi v. Raybestos-Manhattan, Inc., 451 U.S. 504, 101 S.Ct. 1895, 68 L.Ed.2d 402 (1981)); Framingham Union Hosp. v. Travelers Ins. Co., 721 F.Supp. 1478, 1490 (D.Mass. 1989) (Skinner, J.) (citing Pilot Life, 481 U.S. 41, 107 S.Ct. 1549, 95 L.Ed.2d 39). It is simply beyond belief, however, that Congress actually intended the “broadly sweeping arm” of ERISA, Turner, 953 F.Supp. at 424, to envelope any and all state law claims, no matter how remote, effectively extirpating years of common law consumer protection in one fell swoop. The Supreme Court, recognizing the existing obfuscation, narrowed its “relate to” jurisprudence in Travelers and its progeny. 514 U.S. 645, 115 S.Ct. 1671, 131 L.Ed.2d 695. To emphasize that “the mere existence of a federal regulatory or enforcement scheme ... does not by itself imply pre-emption of state remedies,” Ingersoll-Rand, 498 U.S. at 142, 111 S.Ct. 478 (quoting English v. General Elec. Co., 496 U.S. 72, 87, 110 S.Ct. 2270, 110 L.Ed.2d 65 (1990) (indicating one “must look for special features warranting preemption”) (internal quotations and citation omitted)), to put “relate to” preemption in a proper context, and to curb the swelling confusion of such preemption, the Supreme Court announced a new, “pragmatic approach” to the “relate to” framework. It indicated that one should begin, as “in any exercise of statutory eonstruction[,] with the text of the provision in question, and move on, as need be, to the structure and purpose of the Act in which it occurs.” Id. at 655 (citing IngersolL-Rand, 498 U.S. at 138, 111 S.Ct. 478 (footnote added)). The Supreme Court further stated, “[w]e simply must go beyond the unhelpful text ..., and look instead to the objectives of the ERISA statute as a guide to the scope of the state law that Congress understood would survive.” Travelers, 514 U.S. at 656, 115 S.Ct. 1671; Coyne & Delany Co. v. Selman, 98 F.3d 1457, 1468 (4th Cir.1996). 2. Supreme Court Jurisprudence Applicable to Miara’s State Law Claims To begin, it is worth noting that the Supreme Court has addressed, however marginally, the situation before this Court. In Metropolitan Life Ins. Co. v. Massachusetts, 471 U.S. 724, 105 S.Ct. 2380, 85 L.Ed.2d 728 (1985), the Supreme Court stated that state “laws that regulate only the insurer, or the way in which it may sell insurance, do not ‘relate to’ benefit plans.” Id. at 741, 105 S.Ct. 2380 (emphasis added). The matter sub judice does not involve state regulation per se; nevertheless, traditional common law misrepresentation and malpractice claims, certainly address the manner in which an insurer may sell insurance. The question which seemingly gets to the heart of the preemption issue present in both Metropolitan Life and here is this: do laws that address the manner in which an insurer sells insurance sufficiently “relate to” ERISA plans? After Metropolitan Life, the answer seems to be “no.” Though analogous only, Metropolitan Life is persuasive in this Court’s preemption determination. D. A Review of the Decisions of the United States Courts of Appeals Prior to reviewing First Circuit case law, it is helpful briefly to summarize the decisions of other circuits that this Court has considered in arriving at its decision. Such decisions provide insight into the “relate to” language and address cases akin to this situation. Specifically, the Second, Third, Fourth, Fifth, Eighth, Ninth, Tenth and Eleventh Circuits have all held that state law claims, identical or sufficiently similar to Miara’s state causes of action, do not “relate to” an employee benefit plan and that preemption is improper. Though the Sixth and Seventh Circuits have seemingly spoken in a manner adverse to Miara’s position, this Court views such case law as distinguishable from Miara’s situation. a. Second Circuit In Rebaldo v. Cuomo, 749 F.2d 133 (2d Cir.1984), the Second Circuit held that a state law regulating how much hospitals could charge employee benefit plans “related to” such plans in “too tenuous, remote or peripheral a manner to warrant” preemption. Id. at 138 (“[The] suggestion that, because this regulation affects pension plans in their dealings with hospitals by increasing their costs of doing business, it must be found preempted, proves altogether too much.... That argument does not withstand scrutiny. So too, for example, do State laws and municipal ordinances regulating zoning, health, and safety increase the operational costs of ERISA trusts, but no one could seriously argue that they are preempted.” (internal citations and quotation marks omitted)); United Wire, Metal and Mach. Health and Welfare Fund v. Morristown Mem’l Hosp., 995 F.2d 1179, 1193-1196 (3d Cir.1993) (explaining that, despite the Supreme Court’s decision in Ingersoll-Rand, the “touchstone” of the analysis in Rebaldo still applies); accord American Progressive Life & Health Ins. Co. v. Corcoran, 715 F.2d 784, 787 (2d Cir.1983) (explaining that “the State’s purported regulatory actions are not directed at any particular plans or at employee benefit plans in general ... [but] at the business conduct of a company that happens to sell insurance policies to ERISA plans .... [WJhatever slight effect the Regulation may have on benefits is extrinsic to the aim of the Regulation and so peripheral to ERISA plans that it cannot justifiably be characterized as an attempt to govern such plans under the guise of state insurance regulation.”). In Gilbert v. Burlington Indus., Inc., conversely, the Second Circuit held that unlike in American Progressive, the state claims did “relate to” an employee benefit plan because “the state law claims seeking to enforce the severance pay policy would determine whether any benefits are paid, and directly affect the administration of benefits under the plan.... [T]he plaintiffs here were employed in 16 different states. The policy favoring national uniformity in this field, therefore, strongly supports preemption.” 765 F.2d 320, 327 (2d Cir.1985). Such a matter is readily distinguishable from the case before this Court. Unlike Gilbert, preemption here would not support the application of uniform benefits or encourage employer compliance with law. See id. at 329. b. Third Circuit In Painters of Phila. Dist. Council No. 21 Welfare Fund v. Price Waterhouse, 879 F.2d 1146 (3d Cir.1989) (involving, in relevant part, a determination of the existence of an implied federal common-law cause of action. under ERISA), the Third Circuit held that causes of action for professional malpractice are rooted in state law. Id. at 1152-1153. The Third Circuit first emphasized that ERISA was intended to benefit the beneficiaries of employee benefit plans. Id. at 1152. It then cogently continued to expound upon professional liability claims as being the traditional domain of state law, not federal, by emphasizing that “state law has traditionally prescribed the standards of professional liability and, in the absence of clear indicia in the act or legislative history, we are reluctant to ascribe to Congress an intention to intrude in this area.” Id. at 1152-1153 (explaining the lack of indication that Congress intended to create a cause of action for professional malpractice claims under ERISA) (emphasis added). Unpersuaded by appellant’s preemption argument, the Third Circuit, citing the Supreme Court decision in Mackey, 486 U.S. 825, 108 S.Ct. 2182, 100 L.Ed.2d 836 (1988), stated that: lawsuits against ERISA plans for run-of-the-mill state-law claims such as unpaid rent, failure to pay creditors, or even torts committed by an ERISA plan — -are relatively commonplace. [Tjhese suits, although obviously affecting and involving ERISA plans and their trustees, are not preempted by ERISA § 514(a). Painters, 879 F.2d at 1153 n. 7 (quoting Mackey, 486 U.S. at 833, 108 S.Ct. 2182) (“We feel that professional malpractice actions brought by a plan are directly analogous to the situation in Mackey, and that, in the absence of an explicit corresponding provision in ERISA allowing a professional malpractice cause of action, Congress did not intend to preempt a whole panoply of state law in this area. Thus, we conclude that ERISA does not generally preempt state professional malpractice actions.”). It is difficult to believe that preemption would be warranted in the situation presented here, involving not the plan but a remote, third-party insurance agent and company. In United Wire, 995 F.2d 1179 (ruling New Jersey’s hospital rate regulation scheme was not preempted by ERISA), the Third Circuit provided an extremely thorough and helpful analysis of ERISA’s “relate to” provision. Id. at 1191-1196 (describing federal ERISA preemption as a “thorn[y]” question). Though issued pri- or to the Supreme Court decision in Travelers, the Third Circuit’s guidance presciently anticipates its theme: “A rule of law relates to an ERISA plan if it is specifically designed to affect employee benefit plans, if it singles out such plans for special treatment, or if the rights or restrictions it creates are predicated on the existence of such a plan.” Id. at 1192 (“Whei’e there is no direct nexus between a state statute and ERISA plans, no effect on the manner of such plans’ conducting business or their ability to operate in interstate commerce, statutes have been upheld despite the fact that they may have the indirect ultimate effect of increasing plan costs.” Id. at 1193.). The Third Circuit also provided an analogy that resonates with this Court: “Where,” like the matter before this Court, “a reference to an ERISA plan can be excised without altering the legal effect of ... [state law] in any way, we believe the reference should be regarded as without legal consequence for § 514(a) purposes. Thus, for example, a state statute providing that no employer, including an ERISA plan, shall discriminate on grounds of race or gender[,] would not be preempted despite its reference to an ERISA plan.” Id. at 1192 n. 6 (internal quotation marks and citation omitted) (emphasis added). c. Fourth Circuit The Fourth Circuit has spoken compellingly and definitively on the preemption of state law claims when “non-fiduciary ... insurance professionals” in the role of “designers of ... insurance plans” are involved. Coyne & Delany Co. v. Selman, 98 F.3d 1457, 1460, 1464 (4th Cir.1996). The Fourth Circuit in Coyne held that, “[i]n light of the Supreme Court’s recent (and narrowing) interpretation of the scope of ERISA preemption in [Travelers,]” the “malpractice claim is not preempted because it does not ‘relate to’ an employee benefit plan within the meaning of ERISA’s preemption provision.” Id. at 1466-67 (citations and footnote omitted). The Fourth Circuit restated the view articulated by the Supreme Court in Travelers that “courts never ‘assume[] lightly that Congress has derogated state regulation,’ but [i]nstead courts ‘address claims of preemption with the starting presumption that Congress does not intend to supplant state law.’ ” id. at 1467 (quoting Travelers, 514 U.S. at 654, 115 S.Ct. 1671). The Fourth Circuit emphasized that “[t]his is especially true in cases involving fields of traditional state regulation.” Id. (emphasis added). The Fourth Circuit, guided by the “pragmatic” Supreme Court decision in Travelers, next looked to Congressional intent when enacting ERISA, and the three specific areas in which Congress could have been said to have intended preemption. Id. at 1468 (noting the three areas were: (1.) preemption of state laws that “mandate employee benefit structures or their administration;” (2.) “preemption of state laws that bind employers or plan administrators to particular choices or preclude uniform administrative practice, thereby functioning as a regulation of an ERISA plan itself;” and (3.) preemption of “state laws providing alternative enforcement mechanisms for employees to obtain ERISA plan benefits.” (internal quotation marks and citations omitted)). The court concluded that, “[b]y contrast ... Congress did not intend to preempt ‘traditional state-based laws of general applicability [that do not] implicate the relations among the traditional ERISA plan entities,’ including the principals, the employer, the plan, the plan fiduciaries and the beneficiaries.” Id. at 1469 (quoting Custer v. Sweeney, 89 F.3d 1156, 1167 (4th Cir.1996) and noting the consistency of its decision with case law of the Fifth and Sixth Circuits and other courts) (emphasis added, alteration in original). The Fourth Circuit stated that with respect to the malpractice claim in that case, “[t]he gravamen of the claim is that defendants, in their capacities as insurance professionals, negligently failed to obtain a replacement insurance plan ... that provided the same coverage and benefits as the [current] policy.” Coyne, 98 F.3d at 1470 (emphasis added). The Fourth Circuit concluded: Permitting ... [the] claim to go forward in no way threatens ERISA’s objectives of protecting the interests of participants in employee benefit plans and their beneficiaries, by establishing standards of conduct, responsibility, and obligation for fiduciaries and by providing for appropriate remedies, sanctions, and ready access to the Federal courts. Allowing ... [the] claim to survive is fully consistent with the purposes of ERISA’s preemption provision. [The] ... claim does not subject plan administrators and plan sponsors to conflicting directives among States or between States and the Federal Government. Nor does it create the potential for conflict in substantive law requiring the tailoring of plans and employer conduct to the peculiarities of the law of each jurisdiction. [The] ... state law claim simply does not threaten Congress’s goal of nationally uniform administration of employee benefit plans. Thus, a finding of preemption in this case is not necessary to protect the objectives of ERISA. ... There is no question that [the state] ... claim is rooted in a field of traditional state regulation. Common law professional malpractice, along with other forms of tort liability, has historically been a state concern. Moreover, a common law professional malpractice claim is a generally applicable law that makes no reference to, or functions irrespective of, the existence of an ERISA plan. Id. at 1470-1471 (ruling state law claims were not preempted) (internal quotation marks, citations, omissions and alterations omitted). d. Fifth Circuit The Fifth Circuit in Perkins v. Time Ins. Co., a decision rendered prior to the Supreme Court’s decision in Travelers, stated that “[w]hile ERISA clearly preempts claims of bad faith as against insurance companies for improper processing of a claim for benefits under an employee benefit plan,” the court was “not persuaded that this logic should extend to immunize agents from personal liability for their solicitation of potential participants in an ERISA plan prior to its formation”. 898 F.2d 470, 473 (5th Cir.1990) (emphasis added). The Fifth Circuit held “that a claim that an insurance agent fraudulently induced an insured to surrender coverage under an existing policy, to participate in an ERISA plan which did not provide the promised coverage, ‘relates to’ that plan only indirectly ... [and] is not preempted by ERISA.” Id. at 473 (concluding, with respect to the liability of an insurance agent when soliciting participants in an ERISA plan prior to its formation, that “an agent for a disclosed principal may be held liable personally where it can be shown the agent engaged in fraud or similar conduct.” Id. at 474.) (citations omitted). In another case, Memorial Hosp. Sys. v. Northbrook Life Ins. Co., the Fifth Circuit reviewed a claim for unfair and deceptive trade practices, a claim the lower court characterized as a “derivative claim for plan benefits.” 904 F.2d at 243. The Fifth Circuit, holding that the claim was not preempted by ERISA, stated: [T]he preemption clause of ERISA must be read in context with the Act as a whole, and with Congress’s goal in creating an exclusive federal enclave for the regulation of benefit plans. The Court has also cautioned that “ERISA preemption analysis ‘must be guided by respect for the separate spheres of governmental authority preserved in our federalist system.’ ” Id. at 244 (quoting Fort Halifax, 482 U.S. at 19, 107 S.Ct. 2211). The Fifth Circuit in Memorial Hosp. also reiterated the importance of the relationship of the parties in the preemption determination. 904 F.2d at 249 (citing its earlier decisions in Perkins, 898 F.2d at 473, and Sommers Drug Stores Co. Employee Profit Sharing Trust v. Corrigan Enters. Inc., 793 F.2d 1456, 1467-68 (1986)). The Fifth Circuit once again persuasively addressed preemption, in a case factually similar to the one before this Court, in its 2003, post-Travelers decision in Hobson v. Robinson, 75 Fed.Appx. 949 (5th Cir.2003) (unpublished opinion). Hobson involved a suit for state law claims of fraud, misrepresentation and breach of contract. Id. at 950. These claims were filed in state court and later removed to federal court. Id. The district court held the state law claims preempted and, accordingly, dismissed the entire case. Id. at 951. Initially, the Fifth Circuit held that, under Pilot Life, 481 U.S. at 43, 107 S.Ct. 1549, the breach of contract claims were appropriately “preempted because those claims involve the interpretation of the ERISA policy.” Id. at 952. Yet, the important distinction is, unlike Miara’s claim, the breach of contract claims in Hobson were for “contract actions asserting [the] improper processing of a claim.” 75 Fed.Appx. at 952 (emphasis added). The ■ Fifth Circuit • also held that the “claims for fraud and misrepresentation” were not to be preempted “because the underlying conduct occurred in the inducement of an ERISA policy, not in its administration.” Id. at 952 (emphasis added). The Fifth Circuit in Hobson provided a cogent summary of the problematic nature of the “relate to” language and the Supreme Court’s mandate to look to the purpose of ERISA when determining preemption. It then articulated a preemption test: [TJhis Court applies a two-prong test; that is, this Court asks: (1) whether the claim addresses areas of exclusive federal concern and not of traditional state authority, such as the right to receive benefits under the terms of an ERISA plan, and (2) whether the claim directly affects the relationship among traditional ERISA entities — the employer, the plan and its fiduciaries, and the participants and beneficiaries. Id. at 953 (footnote omitted) The Fifth Circuit concluded, “the primary legal question in this case is whether ERISA preempts ... claims for fraudulent! ] inducement] ... to procure coverage.” Id. at 953. It held it did not. Id at 955. It is important to note that the Fifth Circuit indicated that neither the timing of the purported violations of state law (i.e., pre- or post-plan formation), id. at 954, nor whether an insurance agent was an independent agent or was employed by a company, id., were dispositive. The Fifth Circuit, reemphasizing its decision in Perkins, 898 F.2d at 473, held instead that “the critical determination [is] whether the claim itself created a relationship between the plaintiff and defendant that is so intertwined with an ERISA plan that it cannot be separated.” Hobson, 75 Fed.Appx. at 954 (providing an overview of its previous cases and highlighting once again that the Fifth Circuit decisions since Perkins reaffirm the importance of the relationship between the parties). e. Sixth Circuit The Sixth Circuit in Perry v. P*I*E* Nationwide Inc., rather interestingly, first held “that preemption should apply to a state law claim only if Congress has provided a remedy for the wrong or wrongs asserted.” 872 F.2d 157, 162 (6th Cir.1989) (basing its decision on the Eighth Circuit decision in Dependahl v. Falstaff Brewing Corp., 653 F.2d 1208 (8th Cir.1981), which held that preemption is appropriate where Congress has occupied the entire field and has provided a remedy for the asserted wrong). Two years later, in a matter in large part factually dissimilar to the one before this Court, the Sixth Circuit went the other way, ruling state law claims were preempted by ERISA. Cromwell, 944 F.2d at 1275. In Cromwell, a health care provider was seeking the payment of unpaid insurance claims. Id. The plaintiff brought various state claims for breach of contract, promissory estop-pel, negligence and breach of good faith. Id. Cromwell argued that the reason for its claims was “their reasonable reliance on [the defendant’s] oral assurances of coverage” which were provided in response to inquiries on whether the health care provided would be covered by the plan. Id. at 1274-75. Here, the Sixth Circuit, noting that it had previously “repeatedly recognized that virtually all state law claims relating to an employee benefit plan are preempted by ERISA,” id. at 1276 (citations omitted), stated that “[i]t is not the label placed on a state law claim that determines whether it is preempted, but whether in essence such a claim is for the recovery of an ERISA plan benefit.” Id. Judge Suhrheinrich’s concurring opinion in Cromwell cites the factors considered by the Sixth Circuit as important in the preemption determination in Firestone Tire & Rubber Co. v. Neusser, 810 F.2d 550 (6th Cir.1987). Cromwell, 944 F.2d at 1279 (Suhrheinrich, J. concurring); Firestone Tire, 810 F.2d at 555-56 (establishing the three-part inquiry: (1.) Whether “the state law represents a traditional exercise of state authority” (2.) Whether the state law “affects relations among the principal ERISA entities — the employer, the plan, the plan fiduciaries, and the beneficiaries”, and (3.) What are the effects of state law on the plan?). Judge Jones dissented. Cromwell, 944 F.2d 1272. Judge Suhrheinrich said the problem with the dissenting opinion was its lack of consideration for the third-prong of the test. 944 F.2d at 1279 (Suhrheinrich, J. concurring) (noting that the dissent’s failure could result in negative effects including: the plan will have to pay the judgment, “payment of the award will require actuarial adjustments,” “assessment of such judgments against a plan may reduce the amount available to the plan’s beneficiaries and increase administrative costs,” and that “the plan will ... be subject to the laws of the individual states concerning the types of damages recoverable in tort.”). These concerns, of course, are not applicable here. Though Cromwell may seem to run counter to Miara’s interests, it is distinguishable in that: (1.) here, Miara does not seek the payment of benefits under the plan but restitution for her reliance on the alleged misrepresentations of the Defendants, (2.) payment of damages by the insurance agent, agency or company will not affect the plan in any way, and (3.) Cromwell was decided prior to the Supreme Court’s instructive and constricting decision regarding ERISA preemption in Travelers. 514 U.S. at 645,115 S.Ct. 1671. Judge Jones’s dissenting opinion is especially compelling. Explaining that the plaintiff did not even have initial standing to sue under ERISA, he states: In affirming the district court in this case, the majority approves a procedure through which a district court may engage in a preemption analysis under ERISA before verifying the basis of its jurisdiction, or even before determining whether the complaint states a claim under ERISA at all.... [T]his procedure is emblematic of what seems to be an overzealous readiness in the federal courts to bar all state-law claims which even smell of ERISA under the broad umbrella of preemption without engaging in the complex case-by-case analysis which the statute and precedent require. As in this case, the result of such a boiler-plate unreflective approach to ERISA preemption is to frequently leave deserving claimants without recourse in state or federal court. It is clear that Congress intended ERISA preemption to be broad in scope. However, some state actions may affect employee benefit plans in too tenuous, remote or peripheral a manner to warrant a finding that ERISA preemption is applicable. It is my view that the proper procedure in this case would have been for the district court, once it accepted removal jurisdiction, to do a thorough analysis of the basis of its jurisdiction ... before engaging in an analysis of the merits of the claims, including preemption. ... Had the district court engaged in the standard blackletter practice of first addressing jurisdictional issues, it would have recognized that the plaintiff had no standing to sue under ERISA because it was neither a participant nor a beneficiary of an employee benefits plan. The court would then have properly turned to whether any of plaintiffs claims were sufficiently related to the benefits plan to require preemption despite the fact that plaintiff could not claim under the plan. In my view, this procedure would have led the court to a different conclusion than it reached in this case-namely, that none of the plaintiffs claims either stated a claim under the plan or were sufficiently related to the plan to warrant preemption. ... [A] complex [analysis] is mandated by law to ensure that valid claims by deserving parties are not summarily dismissed with broad strokes by essentially presuming preemption of any claim vaguely connected to an employee benefits plan. Id. at 1279-1280, 1286 (Jones, J. dissenting) (internal citations, quotation marks, and alterations omitted)(emphasis in original). The dissent, applying the three-prong test, noted that preemption remained inappropriate. Id. at 1285 (Jones, J. dissenting) (noting, in its detailed analysis that Cromwell was not a participant or beneficiary with standing to sue, and that the monies she sought to recover were “for services independent of any coverage under the plan”). This Court agrees with Judge Jones’s assertion that the courts have become consumed in a fervor of preemption, sometimes avoiding admittedly difficult and com-' plex analysis, by simply presuming preemption to apply. The problematic nature of such a practice is exemplified in the case at bar. The plaintiffs in this case, good-faith health care providers who provided care in reliance upon a plan’s verification of benefits, cannot seek a remedy in either state or federal court.... Thus, perhaps inadvertently the majority has enabled plan administrators, either intentionally or not, to give misinformation of coverage and avoid any inquiry into the validity of a health care provider’s claims against them. Id. at 1286 (Jones, J. dissenting) (citation and footnote omitted). f. Seventh Circuit The Seventh Circuit, in a case that mirrors Cromwell, addressed a situation where a plan administrator confirmed coverage of psychiatric medical treatment sought by plaintiffs for their young daughter and the plaintiffs, in reliance on the confirmation, agreed to the treatment. Pohl v. National Benefits Consultants, Inc., 956 F.2d 126, 127 (7th Cir.1992). The Seventh Circuit held that the plaintiffs common law negligent misrepresentation claim was preempted by ERISA. Id. at 128. In so doing, the Seventh Circuit emphasized that [o]ne of ERISA’s purposes is to protect the financial integrity of pension and welfare plans by confining benefits to the terms of the plans as written, thus ruling out oral modifications.... This purpose would be thwarted if participants could maintain suits under state law against a plan administrator that were based on oral representations of coverage. Id. (citations omitted). The Seventh Circuit does, indeed, state that the plaintiffs were “not seeking to enlarge coverage as such; but any money they obtained from this suit would be functionally a benefit to which the written terms of their plan do not entitle them. This type of end run is regularly rebuffed.” Id. This could, arguably, be said of Miara’s claims. This Court, however, disagrees with that characterization. The primary difference between Miara’s claims and those in Pohl is that Miara’s suit is not based only on oral representations of coverage; at a minimum, the letters sent subsequent to the formation of the plan repeatedly confirmed the benefit she purportedly was due. Further, Miara does not bring suit against any entity in its capacity as a plan administrator, guarantor, or fiduciary, but against the insurance company, agency, and agent for their respective roles in the sale of the inadequate, insufficient and misrepresented policy to the Miaras. g. Eighth Circuit In Wilson v. Zoellner, 114 F.3d 713 (8th Cir.1997), the Eighth Circuit decided a case factually similar to the matter before this Court. Wilson involved a suit brought against an insurance agent for negligent misrepresentation. Id. at 715. Wilson purchased a health insurance policy, seeking one that provided coverage for work injuries. Id. As in the matter before this Court, Zoellner allegedly misrepresented that the policy included the specific coverage Wilson sought. Id. When Wilson had an accident at work which left her severely injured and paralyzed, benefits were denied and Wilson was told that the policy did not cover work-related injuries. Id. Wilson’s suit against Prudential in federal court was fruitless as the Eighth Circuit held that Prudential properly denied benefits. Id. Wilson then sued Zoellner, the insurance agent, in state court for negligent misrepresentation. Id. The district court held that the state law was preempted by ERISA. Id. The Eighth Circuit reversed the district court’s decision. Id. The court began by reviewing ERISA preemption generally, id. at 715-716, and then stated that the law of negligent misrepresentation in Missouri was a general law, with no specific reference to an ERISA plan. Id. at 716-17. The Eighth Circuit, quoting the Supreme Court’s decision in California Div. of Labor Standards Enforcement v. Dillingham, 519 U.S. 316, 325, 117 S.Ct. 832, 136 L.Ed.2d 791 (1997), noted that “the Supreme Court has directed [it] ... to ‘look both to the objectives of the ERISA statute as a guide to the scope of the state law that Congress understood would survive, as well as to the nature of the effect of the state law on ERISA plans.’ ” Wilson, 114 F.3d at 717. The Eighth Circuit then outlined the factors it considered when determining “the effect of a state law on an ERISA plan”: whether the state law negates an ERISA plan provision, [2] whether the state law affects relations between primary ERISA entities, [3] whether the state law impacts the structure of ERISA plans, [4] whether the state law ■ impacts the administration of ERISA plans, [5] whether the state law has an economic impact on ERISA plans, [6] whether preemption of the state law is consistent with other ERISA provisions, and [7] whether the state law is an exercise of traditional state power. Id. at 717 (quoting Arkansas Blue Cross & Blue Shield v. St. Mary’s Hosp. Inc., 947 F.2d 1341, 1344-45 (8th Cir.1991)) (alteration in original). In applying the seven factors, the Eighth Circuit “conclude[d] that no provisions in Prudential’s policy with [Wilson’s employer] would be negated by allowing Wilson’s tort action to proceed against Zoellner for his alleged misrepresentation of the scope of coverage of the policy.” Id. at 717-718. As Wilson was “not seeking benefits under the ... policy,” preemption was improper. Id. at 718 (emphasis added). The court also held that it was “apparent that ... [the] tort claim neither affects the relations between primary ERISA entities nor impacts on the structure of the ERISA plan.” Id. at 718. The Eighth Circuit specifically bifurcated Prudential’s dual roles and stated that [i]f Prudential [were to] incur[ ] any liability as a result of th[e] suit, it w[ould] do so only as the employer of a tortfea-sor, and not as a plan fiduciary. ... Because Prudential does not face any liability incurred by its role as an ERISA entity, its relationship with other ERISA entities cannot be effected by Wilson’s suit. Id. The court also decided that Wilson’s suit had no direct economic impact on the ERISA plan, and that “it is apparent that Missouri exercises a ‘traditional state power’ in adjudicating claims of negligent misrepresentation in its courts ... [as it] has long recognized the tort of negligent misrepresentation.” Id. at 719-720. The Eighth Circuit held that: [w]eighing these various factors together, we conclude that this Missouri state common-law action against an insurance agent for his alleged negligent misrepresentation of the scope of coverage of an employee benefit plan does not have a sufficient connection to the ERISA plan to require a finding of preemption. We believe that this is particularly true in light of the declared purpose of ERISA: “to protect interstate commerce and the interests of participants in employee benefit plans and their beneficiaries.” ... 29 U.S.C. § 1001(b). Id. at 720. A state’s “efforts to prevent sellers of goods and services, including benefit plans, from misrepresenting ... the scope of their services is ‘quite remote from the areas with which ERISA is expressly concerned’ — reporting, disclosure, fiduciary responsibility and the like.” Id. (quoting Dillingham, 519 U.S. at 330, 117 S.Ct. 832). In light of the “totality of the circumstances,” the Eighth Circuit accordingly held that the negligent misrepresentation claim was related to the plan in “too tenuous, remote, or peripheral,” id. at 721 (quoting Shaw, 463 U.S. at 100 n. 21, 103 S.Ct. 2890), a manner to warrant preemption. h. Ninth Circuit In The Meadows v. Employers Health Ins., 47 F.3d 1006 (9th Cir.1995), the Ninth Circuit addressed misrepresentations made by an ERISA entity. The Meadows, involved a suit for damages based on misrepresentations made as to the scope of benefits and coverage rather than for the payment of benefits under a plan. Id. at 1008. Employers Health Insurance removed the case to federal court claiming the state claims were preempted by ERISA. Id. The district court decided the state claims were not preempted by ERISA. Id. The Ninth Circuit affirmed the decision. Id. at 1009 (“We hold that the district court correctly concluded that the independent state law claims of The Meadows, a third-party provider, lie outside the bounds of the ERISA ‘relates to’ standard because neither The Meadows nor the [employees] had any existing ties to the ERISA plan [at the time of the misrepresentations].”). The Ninth Circuit rejected outright the argument that an ERISA plan was sufficiently involved because one needed to consult the policy in order to determine coverage. Id. at 1010. The Ninth Circuit explained that “The Meadows’ state law claims for misrepresentation and estoppel ‘make no reference to’ and ‘function irrespective of the existence of an ERISA plan.” Id. The Ninth Circuit, citing the Fifth Circuit’s decision in Memorial Hosp., 904 F.2d at 247, emphasized that “insulating plan fiduciaries from the consequences of their own misrepresentations to third-party providers does not further any of ERISA’s objectives.” The Meadows, 47 F.3d at 1010. i. Tenth Circuit The Tenth Circuit examined state law claims by an employer against an insurer for fraud and unfair trade practices in Woodworker’s Supply, Inc. v. Principal Mut. Life Ins. Co., 170 F.3d 985 (10th Cir.1999). In Woodworker’s, the disagreement between the parties arose from inadequate rate determinations and the failure to disclose the method used to determine such rates, resulting in unanticipated charges and rate increases for the employer. Id. at 989. The Tenth Circuit noted that “ERISA does not preempt all state law claims. It has no bearing on those [state law claims] ‘which do not affect the relations among the principal ERISA entities, the employer, the plan, the plan fiduciaries and the beneficiaries as such.’ ” Woodworker’s, 170 F.3d at 990 (quoting Hospice of Metro Denver, Inc. v. Group Health Ins. of Okla. Inc., 944 F.2d 752, 756 (10th Cir.1991)) (citation and alterations omitted). The Tenth Circuit also explained that claims affecting relationships between an ERISA entity and a non-ERISA entity “similarly escape preemption.” Woodworker’s, 170 F.3d at 990 (quoting Airparts, 28 F.3d at 1065). “While the scope of ERISA preemption may be broad,” emphasized the court, “it is certainly not boundless.” Woodworker’s, 170 F.3d at 990 (citing Monarch Cement Co. v. Lone Star Indus. Inc., 982 F.2d 1448, 1452 (10th Cir.1992)). The Tenth Circuit, in arriving at its holding, cited case law from other circuits denying preemption for suits against an “insurance professional for misrepresentations that induced plan participation,” namely the decisions of the Fourth Circuit, Coyne, 98 F.3d at 1457, Fifth Circuit, Perkins, 898 F.2d at 470, Eighth Circuit, Wilson, 114 F.3d at 713, and Eleventh Circuit, Morstein, 93 F.3d at 717-18. Woodworker’s, 170 F.3d at 991 (distinguishing cases challenging the allocation of benefits under an ERISA plan). Notably, the Tenth Circuit also stated, Allowing Woodworker’s claims to proceed is consistent with Congress’ purpose in enacting ERISA, that is, to protect the interests of employees and other beneficiaries of benefit plans and establish uniform standards