                FOR PUBLICATION

  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT


SPINEDEX PHYSICAL THERAPY USA         No. 12-17604
INCORPORATED; CLAUDE ARAGON;
JACK ADAMS; THE ARIZONA                  D.C. No.
CHIROPRACTIC SOCIETY,                 2:08-cv-00457-
             Plaintiffs-Appellants,        ROS

                v.
                                        OPINION
UNITED HEALTHCARE OF ARIZONA,
INC.; UNITED HEALTHCARE, INC.;
UNITED HEALTHCARE INSURANCE
COMPANY; UNITED HEALTHCARE
SERVICES, INC.; INGENIX, INC.;
UNITED HEALTH GROUP, INC.;
DEFENDANTS 5 & DINER FRANCHISE
CORPORATION GROUP HEALTH
PLAN; ABBOTT LABORATORIES
GROUP HEALTH PLAN; ACOUSTIC
TECHNOLOGIES, INC. GROUP
HEALTH PLAN; ADOBE DRYWALL,
INC. GROUP HEALTH PLAN; ADP
TOTALSOURCE, INC. GROUP HEALTH
PLAN; AFFILIATED CARDIOLOGISTS
OF ARIZONA, P.C. GROUP HEALTH
PLAN; ART IN METAL U.S.A. GROUP
HEALTH PLAN; CAR-GRAPH, INC.
GROUP HEALTH PLAN; CITIGROUP,
INC. GROUP HEALTH PLAN;
DISCOUNT TIRE CO., INC. GROUP
2   SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

HEALTH PLAN; DOWNTOWN TEMPE
COMMUNITY, INC. GROUP HEALTH
PLAN; FAXWATCH, INC. GROUP
HEALTH PLAN; GENERAL MOTORS
CORPORATION GROUP HEALTH
PLAN; GENUINE PARTS COMPANY
GROUP HEALTH PLAN; HOME DEPOT
USA, INC. MEDICAL AND DENTAL
PLAN; INSIGHT ENTERPRISES, INC.
GROUP HEALTH PLAN; ITC
MANUFACTURING AND POWDER
COATING GROUP HEALTH PLAN; THE
MARTZ AGENCY GROUP HEALTH
PLAN; METLIFE SECURITIES, INC.
GROUP HEALTH PLAN; OLDCASTLE
GLASS, INC. GROUP HEALTH PLAN;
PINNACLE ENGINEERING, INC.
GROUP HEALTH PLAN; PFIZER, INC.
GROUP HEALTH PLAN; THE PROCTER
& GAMBLE COMPANY GROUP;
QUALEX INC. GROUP HEALTH PLAN;
QWEST COMMUNICATIONS
INTERNATIONAL INC. GROUP
HEALTH PLAN, (United Group No.
0197313); QWEST
COMMUNICATIONS INTERNATIONAL
INC. GROUP HEALTH PLAN, (United
Group No. 0229050); REVLON
CONSUMER PRODUCTS
CORPORATION GROUP HEALTH
PLAN; RICHARD A. BIETZ, D.D.S.,
P.C. GROUP HEALTH PLAN;
SHAMROCK FOODS COMPANY
GROUP HEALTH PLAN; SHASTA
   SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE       3

INDUSTRIES, INC. GROUP HEALTH
PLAN; SUMCO USA CORPORATION
GROUP HEALTH PLAN; TEMCON
CONCRETE CONSTRUCTION
COMPANY GROUP HEALTH PLAN;
URS CORPORATION GROUP HEALTH
PLAN; WATSON WILLIAMS FREIGHT
AGENCY, INC. GROUP HEALTH PLAN;
WELLS FARGO & COMPANY GROUP
HEALTH PLAN; AMERICA WEST
HOLDINGS CORPORATION GROUP
HEALTH PLAN; AMERICAN EXPRESS
COMPANY GROUP HEALTH PLAN;
AT&T CORPORATION GROUP
HEALTH PLAN; DELTA AIRLINES,
INC. GROUP HEALTH PLAN; HASBRO,
INC. GROUP HEALTH PLAN;
HONEYWELL INTERNATIONAL, INC.,
GROUP HEALTH PLAN;
INTERNATIONAL BUSINESS MACHINE
CORPORATION GROUP HEALTH
PLAN; IRIDIUM SATELLITE, LLC
GROUP HEALTH PLAN; LUCENT
TECHNOLOGIES INC. GROUP HEALTH
PLAN; SOUTHWEST AIRLINES
COMPANY GROUP HEALTH PLAN,
              Defendants-Appellees.


     Appeal from the United States District Court
              for the District of Arizona
   Roslyn O. Silver, Senior District Judge, Presiding
4    SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

                     Argued and Submitted
           April 7, 2014—San Francisco, California

                     Filed November 5, 2014

      Before: Barry G. Silverman, William A. Fletcher,
              and Jay S. Bybee, Circuit Judges.

                 Opinion by Judge W. Fletcher


                           SUMMARY*


                               ERISA

    The panel reversed in part, affirmed in part, and vacated
in part the district court’s summary judgment in a healthcare
provider’s action, as assignee and would-be assignee of
health plan beneficiaries, seeking payment of denied benefit
claims under the Employee Retirement Income Security Act.

    The panel held that the healthcare provider, Spinedex
Physical Therapy USA, Inc., had Article III standing as
assignee of plan beneficiaries to bring claims for payment of
benefits against defendant health plans and their claims
administrator and insurer. The panel held that Spinedex was
not assigned the right to bring claims for breach of fiduciary
duty. The panel held that plaintiff Arizona Chiropractic
Society, a non-profit association of chiropractors, lacked


  *
    This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
    SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE           5

associational standing to bring suit against the claims
administrator.

    The panel held that an individual plan beneficiary’s claim
for breach of fiduciary duty was time-barred. The panel held
that Spinedex’s claims as assignee of beneficiaries under the
Martz Agency Plan and the Acoustic Technologies Plan were
not time-barred.

   The panel held that the anti-assignment provision of the
Discount Tire Plan precluded assignment by Plan
beneficiaries to Spinedex.

    The panel vacated in part and reversed in part the district
court’s holdings that another individual beneficiary’s claim
for breach of fiduciary duty was not exhausted, that the
claims administrator was not a proper defendant for benefit
claims under the American Express Plan, and that some of the
claims assigned to Spinedex were not administratively
exhausted. The panel remanded the case to the district court.


                         COUNSEL

Joseph Creitz (argued), Joseph A. Creitz Law Offices, San
Francisco, California; Joseph A. Garofolo, Garofolo Law
Group, P.C., San Francisco, California, for Plaintiffs-
Appellants.

Nicholas James Pappas (argued) and Jared R. Friedmann,
Reed Lawrence Collins, Weil Gotshal & Manges LLP, New
York, New York; John Clifton West, Brownstein Hyatt
Farber Schreck, LLP, Phoenix, Arizona, for Defendants-
Appellees.
6   SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

Marcia Elizabeth Bove (argued), United States Department of
Labor, Washington, D.C., for Amicus Curiae Secretary of
Labor.


                         OPINION

W. FLETCHER, Circuit Judge:

    Defendant United Healthcare (“United”) is the claims
administrator for as many as forty-four defendant health plans
(the “Plans”; collectively with United, “Defendants”). For
most but not all of the Plans, United insures plan benefits.
All of the Plans are governed by the Employee Retirement
Income Security Act of 1974 (“ERISA”).

    As assignee and would-be assignee of Plan beneficiaries,
health care provider Spinedex filed suit against United and
the Plans seeking payment of denied benefit claims. The
Arizona Chiropractic Society (“ACS”), as well as individual
Plan beneficiaries Jack Adams and Claude Aragon, joined the
suit as plaintiffs in an amended complaint. The amended
complaint alleged improper denials of benefits as well as
breaches of fiduciary duty.

     The district court granted summary judgment to all
defendants, holding, inter alia, that Spinedex lacked Article
III standing to bring claims as an assignee. We reverse in
part, affirm in part, vacate in part, and remand. We hold that
Spinedex had Article III standing as assignee of Plan
beneficiaries to bring claims for payment of benefits. We
hold, further, (1) that Spinedex was not assigned the right to
bring claims for breach of fiduciary duty; (2) that ACS does
not have associational standing to bring suit against United;
    SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE           7

(3) that Adams’ claim for breach of fiduciary duty is time-
barred; (4) that Spindex’s claims as assignee of beneficiaries
under the Martz Agency Plan and the Acoustic Technologies
Plan are not time-barred; and (5) that the anti-assignment
provision of the Discount Tire Plan precluded assignment by
Plan beneficiaries to Spinedex. Finally, we vacate or reverse,
and remand for further proceedings, the district court’s
holdings that Aragon’s claim for breach of fiduciary duty was
not exhausted, that United is not a proper defendant for
benefit claims under the American Express Plan, and that
some of the claims assigned to Spinedex were not
administratively exhausted.

                       I. Background

    United serves as claims administrator for Plans named as
defendants in this suit. United’s role includes processing
claims for benefits, interpreting and applying plan provisions,
reviewing appeals, and issuing payments in accordance with
the terms of the Plans. For most but not all of the Plans,
United insures the benefits.

    During the period relevant to this suit, Spinedex was a
physical therapy clinic whose patients included Plan
beneficiaries. Spinedex’s patients signed several documents
in connection with their treatment: a new patient form (the
“Enrollment Form”); a form consenting to Spinedex’s billing
policies (the “Financial Policy”); an assignment of benefits
form (the “Assignment”); and an “Authorization of
Representation” form (the “Authorization”). The Enrollment
Form allowed patients to provide their contact information
and medical history. It also included a statement in which
patients acknowledged that they were liable for all costs of
the services rendered. The Financial Policy disclosed
8   SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

Spinedex’s fees and practices relating to insurance coverage
and the submission of claims. It provided that patients would
be responsible for any treatment costs not covered by their
health insurance plan. The Assignment assigned to Spinedex
its patients’ “rights and benefits” under their respective Plans.
The Authorization stated that Spinedex was authorized to
represent patients in administrative or civil proceedings that
might be necessary to pursue payment of benefits under their
health insurance plans.

     The Plans paid benefits differently depending on whether
or not a health care provider was part of United’s network.
For health care services rendered by network providers, the
Plans made payments directly to those providers. For health
care services not rendered by network providers, Plan
beneficiaries were required to seek payment from their
respective Plans. A typical Plan provision states, “When you
receive Covered Health Services from a non-Network
provider, you are responsible for requesting payment from
us.” Almost all of the Plans allowed written assignment of
claims for services rendered by non-network providers,
without requiring the consent of the Plans for such
assignment. A typical Plan provision states, “If a Subscriber
[i.e., a Plan beneficiary] provides written authorization to
allow this, all or a portion of any Eligible Expenses due to a
provider may be paid directly to the provider instead of being
paid to the Subscriber.”

    After treating patients covered by defendant Plans,
Spinedex submitted claims to United. United paid some
claims, but denied others in whole or in part. Although
Spinedex’s Enrollment Form and Financial Policy both stated
that patients were responsible to Spinedex for unpaid
balances, Spinedex did not seek payment from its patients.
    SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE            9

    In March 2008, Spinedex filed a complaint under
29 U.S.C. § 1132(a), seeking payment of the denied claims.
In July 2008, plaintiffs, including Spinedex, ACS, Adams,
and Aragon, filed a Second Amended Complaint. The
complaint alleged, inter alia, improper denials of benefits by
United and the Plans, and breaches of fiduciary duty by
United.

   The district court granted summary judgment to
Defendants. This appeal followed.

                   II. Standard of Review

    We review de novo a district court’s grant of summary
judgment. In re Syncor ERISA Litig., 516 F.3d 1095, 1100
(9th Cir. 2008). We review de novo a district court’s Article
III standing determination. L.A. Haven Hospice, Inc. v.
Sebelius, 638 F.3d 644, 654 (9th Cir. 2011). We review de
novo a dismissal on statute of limitations grounds. Donoghue
v. Orange Cnty., 848 F.2d 926, 929 (9th Cir. 1987).
“Because the potential applicability vel non of exhaustion
principles is a question of law, we consider it de novo.” Diaz
v. United Agric. Emp. Welfare Benefit Plan & Trust, 50 F.3d
1478, 1483 (9th Cir. 1995).

                       III. Discussion

  A. Spindex’s Standing to Bring Claims for Payment of
                       Benefits

    The district court held that Spinedex, as an assignee of its
patients’ claims for payment of benefits, does not have
Article III standing to bring those claims. We disagree.
10 SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

    “ERISA provides for a federal cause of action for civil
claims aimed at enforcing the provisions of an ERISA plan.”
Reynolds Metals Co. v. Ellis, 202 F.3d 1246, 1247 (9th Cir.
2000) (citing 29 U.S.C. § 1132(e)(1)). To have standing to
state a claim under ERISA, “a plaintiff must fall within one
of ERISA’s nine specific civil enforcement provisions, each
of which details who may bring suit and what remedies are
available.” Id. (citing 29 U.S.C. §§ 1132(a)(1)–(9)).
ERISA’s civil enforcement provision, 29 U.S.C. § 1132(a),
identifies only plan participants, beneficiaries, fiduciaries,
and the Secretary of Labor as “[p]ersons empowered to bring
a civil action.” See Misic v. Bldg. Serv. Emps. Health &
Welfare Trust, 789 F.2d 1374, 1378 (9th Cir. 1986). As a
non-participant health care provider, Spinedex cannot bring
claims for benefits on its own behalf. It must do so
derivatively, relying on its patients’ assignments of their
benefits claims. See id. at 1377–79; see also Franchise Tax
Bd. v. Constr. Laborers Vacation Trust for S. Cal., 463 U.S.
1, 27 (1983).

    Defendants do not dispute that Spinedex patients would
have had standing under ERISA and Article III to bring suit
on their own behalf under the Plans of which they are
beneficiaries. Nor do they dispute that Plan beneficiaries
have a right under ERISA to assign their claims for payment
of benefits. Nor, finally, do they dispute that the terms of
most of the Plans explicitly allow beneficiaries to assign their
claims for payment of benefits to non-network providers that
have rendered health care services. But Defendants seek to
avoid the consequence of the foregoing by contending that
Spinedex, despite its status as assignee, lacks Article III
standing to bring suit for payment of benefits.
    SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE 11

    The three elements of Article III standing are familiar:

        [A] plaintiff must show (1) it has suffered an
        “injury in fact” that is (a) concrete and
        particularized and (b) actual or imminent, not
        conjectural or hypothetical; (2) the injury is
        fairly traceable to the challenged action of the
        defendant; and (3) it is likely, as opposed to
        merely speculative, that the injury will be
        redressed by a favorable decision.

Friends of the Earth, Inc. v. Laidlaw Envtl. Servs. (TOC),
Inc., 528 U.S. 167, 180–81 (2000). Defendants point out that
Spinedex has not sought payment from its patients for claims,
or portions thereof, that United and the Plans have refused to
pay. Defendants argue that because Spinedex has not sought
payment from its assigning patients for any shortfall, those
patients do not have the “injury in fact” necessary for Article
III standing. Defendants argue that since Spinedex stands in
the shoes of, and can have no greater injury than, its
assignors, Spinedex has not suffered injury in fact.

     We are aware of no circuit court that has accepted
defendants’ argument. In the one circuit case directly on
point, HCA Health Services of Georgia, Inc. v. Employers
Health Insurance Co., 240 F.3d 982 (11th Cir. 2001), the
Eleventh Circuit squarely rejected the argument. Employers
Health Insurance (“EHI”) claimed that HCA lacked Article
III standing because it had never billed its patient-assignor for
the amount EHI refused to pay. EHI argued that because the
patient was not harmed by its refusal to pay, he lacked Article
III standing to bring this action himself and that, as a result,
assignee HCA also lacked Article III standing. Id. at 991.
The Eleventh Circuit rejected this argument, holding that “as
12 SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

a provider-assignee, [HCA] ha[d] standing to sue for the
recovery of benefits.” Id.; see also Pac. Shores Hosp. v.
United Behavioral Health, No. 12-55210, 2014 WL 4086784
(9th Cir. Aug. 20, 2014); Connecticut v. Physicians Health
Servs. of Conn., Inc., 287 F.3d 110, 117 (2d Cir. 2002); I.V.
Servs. of Am., Inc. v. Trs. of Am. Consulting Eng’rs Council
Ins. Trust Fund, 136 F.3d 114, 117 n.2 (2d Cir. 1998)
(collecting cases).

    The Supreme Court case most directly on point is Sprint
Communications Co. v. APCC Services, Inc., 554 U.S. 269
(2008), in which payphone operators were owed money by
long-distance carriers. The amounts of money owed were
small, and payphone operators found it useful to assign
unpaid claims to “aggregators.” Id. at 271. In return for a
fee, the aggregators agreed to pursue the payphone operators’
claims against the carriers, by filing suit if necessary. The
aggregators agreed to remit the proceeds of the suits (minus
their fee) to the payphone operators. At issue in Sprint
Communications were claims by a group of aggregators who
had taken assignments from about 1,400 payphone operators
and who had brought suit against AT&T, Sprint, and other
carriers. AT&T moved to dismiss, arguing that the
aggregators had no standing under Article III. The
centerpiece of AT&T’s argument was that because the
aggregators were assignees for the sole purpose of collection,
with no interest in the proceeds of the suits beyond the
collection of their fee, they had insufficient interest to support
Article III standing.

    Based on an extensive historical analysis of the history of
assignments, the Court concluded that the aggregators had
standing. It wrote:
    SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE 13

      [H]istory and precedent are clear on the
      question before us: Assignees of a claim,
      including assignees for collection, have long
      been permitted to bring suit. A clear
      historical answer at least demands reasons for
      change. We can find no such reasons here,
      and accordingly we conclude that the
      aggregators have standing.

Id. at 275. Even apart from the historical pedigree of
assignees, the Court concluded that the aggregators had
standing under modern Article III doctrine. It wrote:

          Petitioners argue . . . that the aggregators
      have not themselves suffered any injury in
      fact and that the assignments for collection
      “do not suffice to transfer the payphone
      operators’ injuries.” It is, of course, true that
      the aggregators did not originally suffer any
      injury caused by the long-distance carriers;
      the payphone operators did. But the payphone
      operators assigned their claims to the
      aggregators lock, stock, and barrel. And
      within the past decade we have expressly held
      that an assignee can sue based on his
      assignor’s injuries. In Vermont Agency [of
      Natural Resources v. United States ex rel.
      Stevens, 529 U.S. 765 (2000)], we considered
      whether a qui tam relator possesses Article III
      standing to bring suit under the False Claims
      Act, which authorizes a private party to bring
      suit to remedy an injury (fraud) that the
      United States, not the private party,
      suffered. . . . [I]n Vermont Agency we stated
14 SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

       quite unequivocally that “the assignee of a
       claim has standing to assert the injury in fact
       suffered by the assignor.”

Id. at 286 (citations omitted). The Court pointed out that
federal courts routinely entertain suits in which the plaintiffs
do not themselves obtain benefits—for example, trustees
bringing suit on behalf of their trusts; guardians ad litem
bringing suit on behalf of their wards; assignees in
bankruptcy bringing suit to benefit bankrupt estates; and
executors bringing suits to benefit testator estates. Id. at
287–88.

    Chief Justice Roberts, writing for himself and three
others, dissented. He contended that the aggregators had no
Article III standing because they were paid a flat fee and had
no stake in any recovery obtained from the carriers. He
wrote:

       [R]espondents are authorized to bring suit on
       behalf of the payphone operators, but they
       have no claim to the recovery. Indeed, their
       take is not tied to the recovery in any way.
       [Respondents’ compensation is] not based on
       the measure of damages ultimately awarded
       by a court or paid by petitioners as part of a
       settlement.     Respondents received the
       assignments only as a result of their
       willingness to assume the obligation of
       remitting any recovery to the assignors, the
       payphone operators.

Id. at 300–01 (Roberts, C.J., dissenting).
     SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE 15

     Sprint Communications was a difficult case (to the degree
that a five-four split is an indication of difficulty) because the
aggregators had no stake in the outcome of the suits beyond
their fee. That is, the aggregators were not assigned an
interest in the claims; rather, they were assigned the claims
for the sole purpose of collection, and were obligated to remit
the entire proceeds (minus a fee) to the assignors. The
difficulty presented by Sprint Communications does not exist
in the case before us. Precisely the interest that the dissenters
found lacking in Sprint Communications is present here.
Spinedex’s patients assigned the entirety of their claims
against the Plans, and Spinedex, as assignee, is permitted to
keep all amounts recovered in suits brought on those claims.
The fact that Spinedex has chosen not to seek payment from
its assignors, despite its contractual right to do so, does not
mean that Spinedex had no right to recover benefits under the
Plans from Defendants. It means only that Spinedex has
decided not to pursue its legal rights against its assignors.

    The flaw in Defendants’ argument is that they would treat
as determinative Spinedex’s patients’ injury in fact as it
existed after they assigned their rights to Spinedex. We agree
with Defendants that Spinedex has not sought to recover from
its patients any shortfall in Spinedex’s recovery from the
Plans, and that the patients have not suffered injury in fact
after assigning their claims. But the patients’ injury in fact
after the assignment is irrelevant. As assignee, Spinedex took
from its assignors what they had at the time of the
assignment. At the time of the assignment, Plan beneficiaries
had the legal right to seek payment directly from the Plans for
charges by non-network health care providers. If the
beneficiaries had sought payment directly from their Plans for
treatment provided by Spinedex, and if payment had been
refused, they would have had an unquestioned right to bring
16 SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

suit for benefits. No one, including Defendants in this suit,
would contend that the beneficiaries would have lacked
Article III standing in that circumstance. However, instead
of bringing suit on their own behalf, plaintiffs assigned their
claims to Spinedex.

     Under Vermont Agency, it is black-letter law that an
assignee has the same injury as its assignor for purposes of
Article III. As the Court wrote in Sprint Communications,
“[I]n Vermont Agency we stated quite unequivocally that ‘the
assignee of a claim has standing to assert the injury in fact
suffered by the assignor.’” 554 U.S. at 286; see also Misic,
789 F.2d at 1378 n.4 (“[A]n assignment cannot create rights
in the assignee not held by the assignor. . . . [Rather,] the
assignee stands in the shoes of the assignor, and, if the
assignment is valid, has standing to assert whatever rights the
assignor possessed.”). Defendants themselves concede that
assignee Spinedex stands in the shoes of its assignors. At the
time of the assignment, the Plan beneficiaries had Article III
standing. Therefore, as assignee, Spinedex also has Article
III standing.

    In addition to holding that Spinedex lacked Article III
standing, the district court issued alternative holdings on a
number of issues relevant to Spinedex’s ability to bring suit.
We address those holdings as necessary in the following
sections.

    B. Spinedex’s Claims for Breach of Fiduciary Duty

    The district court held that Spinedex’s patients did not
assign their rights to Spinedex to bring claims for breach of
fiduciary duty. We agree.
    SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE 17

    The Assignments signed by Plan beneficiaries assigned to
Spinedex the right to seek payment of claims directly from
their Plans. In relevant part, the Assignments provided that
the Plans would make payments directly to Spinedex for
services rendered. Any such payments would be considered

       payment toward the total charges for the
       professional services rendered. THIS IS A
       DIRECT ASSIGNMENT OF MY RIGHTS
       AND BENEFITS UNDER THIS POLICY.
       This payment, will not exceed my
       indebtedness to the above mentioned assignee,
       and I have agreed to pay, in a current manner,
       any balance of said professional service
       charges over and above this insurance
       payment.

(Capitalization in the original.)

    Spinedex’s argument that the patients assigned their right
to sue for breach of fiduciary duty depends on the meaning of
the word “rights” in the capitalized sentence. Spinedex
argues that the word “benefits” refers to payments to non-
network providers for services rendered. It argues, further,
that “rights” and “benefits” have different meanings, and that
the word “rights” cannot refer to benefits. “Rights” must
instead refer to rights to bring claims for breach of fiduciary
duty.

    Spinedex’s argument is divorced from context. The entire
focus of the Assignment is payment for medical services
provided by Spinedex. The Assignment nowhere indicates
that, by executing the assignment, patients were assigning to
Spinedex rights to bring claims for breach of fiduciary duty.
18 SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

See Britton v. Co-op Banking Grp., 4 F.3d 742, 746 (9th Cir.
1993) (“[I]t is essential to an assignment of a right that the
[assignor] manifest an intention to transfer the right to
another person . . . .” (quoting Restatement (Second) of
Contracts § 324 (1981))). To the contrary, the entirety of the
Assignment indicates that patients intended to assign to
Spinedex only their rights to bring suit for payment of
benefits. See id. (noting that the purported assignment
document did not contain language that could be considered
an effective assignment of the rights at issue and stating that
instead, “the plain language of the contract indicate[d] that
the parties had just the opposite intent”). Because Spinedex
was assigned only the right to bring claims for payment of
benefits, Spinedex has no right to bring claims for breach of
fiduciary duty.

       C. Standing of Arizona Chiropractic Society

    The district court held that the Arizona Chiropractic
Society (“ACS”) does not have associational standing to
bring suit. We agree.

   ACS is a non-profit association of chiropractors. It
contends that Defendants have improperly refused to pay for
“decompression therapy” and other specified therapies, or
have paid for such therapies at an improperly low rate. It
seeks declaratory and injunctive relief on behalf of its
members against such allegedly improper practices.

   Associational standing has three requirements.

       [A]n association has standing to bring suit on
       behalf of its members when: (a) its members
       would otherwise have standing to sue in their
    SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE 19

       own right; (b) the interests it seeks to protect
       are germane to the organization’s purpose;
       and (c) neither the claim asserted nor the
       relief requested requires the participation of
       individual members in the lawsuit.

Hunt v. Wash. State Apple Adver. Comm’n, 432 U.S. 333, 343
(1977). Because ACS cannot satisfy the third requirement, it
does not have standing to seek prospective relief on behalf of
its members.

     Under the third requirement, an association has standing
only to seek relief that would not require the participation of
its individual members. See Alaska Fish & Wildlife Fed’n &
Outdoor Council, Inc. v. Dunkle, 829 F.2d 933, 938 (9th Cir.
1987); see also Pa. Psychiatric Soc’y v. Green Spring Health
Servs., Inc., 280 F.3d 278, 286 (3d Cir. 2002) (holding that an
industry group has associational standing where it is pursuing
only injunctive and declaratory relief and “the heart of its
complaint involves systemic policy violations that will make
extensive individual participation unnecessary”). The relief
ACS seeks in the Second Amended Complaint would require
the participation of its individual members. The complaint
alleges that in some cases payment was wrongfully withheld
altogether, and other cases wrongfully withheld only in part.
Further, the complaint refers to a number of different
therapies, not limited to “decompression therapy,” for which
payment has been allegedly wrongfully withheld or limited.
Finally, the complaint alleges that “ACS’s members and their
patients have suffered actual injury as a result of the
violations of ERISA herein alleged.” The complaint thus
alleges variations in payments wrongfully withheld, in the
treatments for which payment has been withheld, and in the
individual situations of ACS members. Because of these
20 SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

multiple variations, specific to individual members of ACS,
we conclude that the violations of which ACS complains are
not susceptible to judicial treatment as “systematic policy
violations that . . . make extensive individual participation
unnecessary.” Pa. Psychiatric Soc’y, 280 F.3d at 286.

             D. Claims of Adams and Aragon

    The district court dismissed the claims of plaintiffs Jack
Adams and Claude Aragon as barred by the statute of
limitations and by their failure to exhaust. We agree with
respect to Adams, and affirm. But we vacate the district
court’s dismissal of Aragon’s claim and remand for further
proceedings.

    Adams and Aragon are beneficiaries, respectively, of the
International Business Machines Plan and the Qwest
Communications International Plan. Adams and Aragon
allege that they were “improperly denied benefits in violation
of ERISA and the terms of [their] Plan[s].” Adams was
treated by Spinedex between December 2001 and February
2002. Aragon was treated by Spinedex between May and
August 2005. Spinedex submitted claims for payment, which
were denied.

    Adams and Aragon, like other Spinedex patients, assigned
to Spinedex the right to seek payment of benefits directly
from their Plans. Because Adams and Aragon assigned their
right to seek payment from their Plans, they may not
themselves seek payment of those claims. See Hahnemann
Univ. Hosp. v. All Shore, Inc., 514 F.3d 300, 307 n.5 (3d Cir.
2008) (“[I]f there is a valid assignment, the hospital becomes
the only claimant because the original claimant gives up her
claim by the assignment.” (citing Principal Mut. Life Ins. Co.
     SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE 21

v. Charter Barclay Hosp., Inc., 81 F.3d 53, 55–56 (7th Cir.
1996))).

    However, neither Adams nor Aragon assigned their
claims for breach of fiduciary duty. The district court denied
both of their claims, on the grounds that Adams’ claim was
time-barred and that Aragon had not exhausted his
administrative appeals. We agree with respect to Adams.
Adams’ claim is time-barred because he was on notice in
December 2004, at the latest, of the facts giving rise to his
claim. The statute of limitations is three years, and Adams
did not file suit until 2008.

    The district court denied Aragon’s claim on the ground
that he had not exhausted his administrative appeals.
However, as a general rule, exhaustion is not required for
statutory claims like Aragon’s. See Horan v. Kaiser Steel
Ret. Plan, 947 F.2d 1412, 1416 n.1 (9th Cir. 1991).
Defendants argue that exhaustion is required because
Aragon’s statutory claim is no more than a “disguised”
benefit claim. See Diaz, 50 F.3d at 1484 (rejecting the
argument that an ERISA claimant can “attach a ‘statutory
violation’ sticker to his or her [denial of benefits] claim and
then . . . use that label as an asserted justification” for failure
to exhaust). But that is not so. As the district court found,
United’s alleged statutory violations were “willful and
systematic, as contemplated in Massachusetts Mutual
[Insurance Co. v. Russell, 473 U.S. 134 (1985)],” and
Aragon’s complaint sought injunctive relief that “clearly will
benefit the Plans.” Aragon’s statutory claim thus is not a
“disguised” claim for benefits, and he need not have
exhausted. We therefore reverse the district court’s dismissal
of Aragon’s claim for breach of fiduciary duty.
22 SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

    The district court did not consider whether, in the case’s
current procedural posture, Aragon has Article III standing.
That is, it did not consider whether Aragon would have
standing to bring a claim for breach of fiduciary duty if he
cannot pursue his claim for denial of benefits because he has
assigned it to Spinedex. Cf. Glanton ex rel. ALCOA
Prescription Drug Plan v. AdvancePCS Inc., 465 F.3d 1123,
1125 (9th Cir. 2006) (“There is no redressability, and thus no
standing, where (as is the case here) any prospective benefits
depend on an independent actor who retains ‘broad and
legitimate discretion the courts cannot presume either to
control or to predict.’” (quoting ASARCO, Inc. v. Kadish,
490 U.S. 605, 615 (1989))). We therefore remand Aragon’s
case to the district court to consider that question in the first
instance.

E. Spinedex’s Claims Against the Martz Agency Plan and
            the Acoustic Technologies Plan

    The district court held that claims assigned to Spinedex
by beneficiaries of the Martz Agency Plan and the Acoustic
Technologies Plan are time-barred by limitations periods
contained in the Plans. We disagree.

    The summary plan descriptions (“SPDs”) for both Plans
contain two-year limitations periods for claims of benefits.
There is no question that Spinedex’s action was filed after the
expiration of the two-year period. However, we hold that
because the limitation periods were not properly disclosed in
the SPDs, these provisions are unenforceable.

    Because SPDs serve as “the employee’s primary source
of information regarding employment benefits,” Bergt v. Ret.
Plan for Pilots Employed by MarkAir, Inc., 293 F.3d 1139,
    SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE 23

1143 (9th Cir. 2002), they are subject to a number of statutory
and regulatory requirements. In particular, “circumstances
which may result in disqualification, ineligibility, or denial or
loss of benefits” must be clearly disclosed in the SPD.
Scharff v. Raytheon Co. Short Term Disability Plan, 581 F.3d
899, 904 (9th Cir. 2009) (internal quotation marks omitted)
(quoting 29 U.S.C. § 1022(b)). A limitation of the time for
bringing suit qualifies as a circumstance “which may result in
disqualification, ineligibility, or denial or loss of benefits.”
Id. at 906 (internal quotation marks omitted) (quoting
29 U.S.C. § 1022(b)).

    A Department of Labor regulation imposes specific
requirements for the placement and format in an SPD of a
provision falling under § 1022(b). The language of the
regulation is clear, though a little convoluted: “The
description or summary of restrictive plan provisions need
not be disclosed in the summary plan description in close
conjunction with the description or summary of benefits,
provided that adjacent to the benefit description the page on
which the restrictions are described is noted.” 29 C.F.R.
§ 2520.102-2(b). That is, either (1) the description or
summary of the restrictive provision must be placed “in close
conjunction with the description or summary of benefits,” or
(2) the page on which the restrictive provision is described
must be “noted” “adjacent to the benefit description.” The
SPDs for the Martz Agency and Acoustic Technologies Plans
comply with neither requirement.

    The two SPDs are almost identical. The Martz Agency
Plan has 76 numbered pages; the Acoustic Technologies Plan
has 77. Both have ten sections. Section 1 is entitled “What’s
Covered—Benefits.” Section 2 is entitled “What’s Not
Covered—Exclusions.” Sections 1 and 2 of the Martz
24 SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

Agency Plan are on pages 3 through 36; they are on pages 3
through 38 of the Acoustic Technologies Plan. Section 9 of
the Plans is entitled “General Legal Provisions.” The SPDs
for each Plan contain a provision, contained in Section 9,
specifying a two-year limitations period for bringing legal
action. The limitations provision is labeled “Limitation of
Action,” and it is the sixteenth of nineteen provisions. The
fifteen earlier provisions in Section 9 are labeled “Your
Relationship with Us,” “Our Relationship with Providers and
Participating Employers,” “Your Relationship with Providers
and Participating Employers,” “Notice,” “Statements by
Participating Employer or Subscriber,” “Incentives to
Providers,” “Incentives to You,” “Interpretation of Benefits,”
“Administrative Services,” “Amendments,” “Clerical Error,”
“Information and Records,” “Examination of Covered
Persons,” “Workers’ Compensation not Affected,” and
“Refund of Overpayments.” The provision is on page 66 of
the Martz Agency Plan and page 69 of the Acoustic
Technologies Plan.

    In Scharff, we employed a “reasonable plan participant”
standard in analyzing 29 C.F.R. § 2520.102-2(b). Scharff,
581 F.3d at 907. Because “[t]he one-year deadline for filing
suit regarding disability claims was, logically, placed at the
end of the disability chapter,” we held in Scharff that the
placement satisfied § 2520.102-2(b). Id. We noted that a
“reasonable plan participant applying for disability benefits
would be expected to read, in its entirety, the Disability
chapter of the SPD, as it explains the rules relating to the
benefits for which she is applying.” Id. (emphasis in
original).

   This case is a far cry from Scharff. The “Limitation of
Action” provision, buried deep in Section 9, is not in “close
    SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE 25

conjunction” to benefits provisions, Sections 1 and 2. Nor is
there any reference, adjacent to the benefits description, to the
page number on which the “Limitation of Action” provision
appears. Defendants contend that Section 8, entitled “When
Coverage Ends,” is a benefits provision within the meaning
of the regulation. We disagree. But even if Section 8 were
a benefits provision, the limitation provision contained in
Section 9, coming after fifteen unrelated provisions in that
section, is hardly “in close conjunction” with Section 8.

    If we were to hold that the placement of the limitation
provision in Section 9 satisfies Scharff’s “reasonable plan
participant” standard under § 2520.102-2(b), we would, in
effect, require a plan beneficiary to read every provision of an
SPD in order to ensure that he or she did not miss a limitation
provision. Such a requirement is what the regulation is
specifically designed to avoid. We therefore conclude that
limitations periods in the SPDs for the Martz Agency and
Acoustic Technologies Plans were not disclosed in
compliance with 29 C.F.R. § 2520.102-2(b). Because they
were not so disclosed, they are unenforceable.

 F. Anti-Assignment Provision in the Discount Tire Plan

     The district court held that an anti-assignment provision
in the Discount Tire Plan prevented Spinedex’s patients from
assigning claims under that Plan. We agree.

    Anti-assignment clauses in ERISA plans are valid and
enforceable. Davidowitz v. Delta Dental Plan of Cal., Inc.,
946 F.2d 1476, 1481 (9th Cir. 1991). It is uncontested that
the Discount Tire Plan contains an anti-assignment provision.
However, Plaintiffs argue that United (1) consented to the
assignments by sending Explanation of Benefits (“EOB”)
26 SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

letters indicating that certain payments had been assigned to
Spinedex, and (2) waived any right to enforce the anti-
assignment provision by failing to raise it during the first-
level administrative appeals process. We disagree with both
arguments. We address them in turn.

    First, the SPD for the Discount Tire Plan provides, “You
may not assign your Benefits under the Plan to a non-
Network provider without our consent. The Claims
Administrator may, however, in their discretion, pay a non-
Network provider directly for services rendered to you.”
(Emphasis added.) The word “our,” as used in the Plan, is
defined in the Introduction to the SPD: “When we use the
words ‘we,’ ‘us,’ and ‘our’ in this document, we are referring
to the Plan Sponsor.” The employer, Discount Tire
Company, is the Plan Sponsor.

    Acting as claims administrator, United sent EOB letters
to Discount Tire Plan beneficiaries stating “PAYMENT
ASSIGNED TO PROVIDER.” We construe United’s
statement as an exercise of its discretionary authority. Under
the explicit terms of the Plan, United had the discretionary
authority only to send payments directly to non-network
providers. United did not have authority to consent to
assignment of benefits; only the Plan Sponsor had that
authority. There is no evidence in the record that the
Discount Tire Company consented to any assignment.

   Second, we wrote in Harlick v. Blue Shield of California:

       A plan administrator may not fail to give a
       reason for a benefits denial during the
       administrative process and then raise that
       reason for the first time when the denial is
     SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE 27

        challenged in federal court . . . . The general
        rule, . . . in this circuit and in others, is that a
        court will not allow an ERISA plan
        administrator to assert a reason for denial of
        benefits that it had not given during the
        administrative process.

686 F.3d 699, 719–20 (9th Cir. 2012). That is, an
administrator may not hold in reserve a known or reasonably
knowable reason for denying a claim, and give that reason for
the first time when the claimant challenges a benefits denial
in court. But in the case before us, Defendants did not
improperly assert a new reason in the district court. In
Hermann Hospital v. MEBA Medical & Benefits Plan, the
Fifth Circuit rejected a plan’s argument that “there was never
a reason to assert the non-assignment clause until [the
provider] formally claimed an assignment in its lawsuit.”
959 F.2d 569, 574 (5th Cir. 1992), overruled on other
grounds by Access Mediquip, LLC v. UnitedHealthcare Ins.
Co., 698 F.3d 229 (5th Cir. 2012) (en banc). The court held
that the plan was “estopped to assert the anti-assignment
clause . . . because of its protracted failure to assert the clause
when [the provider] requested payment pursuant to a clear
and unambiguous assignment.” Id. at 575; see also Harlick,
686 F.3d at 720 (“ERISA and its implementing regulations
are undermined where plan administrators have available
sufficient information to assert a basis for denial of benefits,
but choose to hold that basis in reserve rather than
communicate it to the beneficiary.” (internal quotation marks
and citations omitted)).

   Unlike in Hermann, there is no evidence that United was
aware, or should have been aware, during the administrative
process that Spinedex was acting as its patients’ assignee. So
28 SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

far as United knew, Spinedex was acting merely as an
authorized representative charged with filing, collecting, or
appealing a claim on behalf of the patient. Defendants
therefore did not waive their objection to the assignment in
the district court when it became clear, for the first time, that
Spinedex was claiming as an assignee.

              G. United as a Proper Defendant

    The district court held that United was not a proper
defendant for claims brought under the American Express and
Discount Tire Plans. (The proper-defendant issue is relevant
only to claims brought under the American Express Plan
because, as we held above, the anti-assignment provision of
the Discount Tire Plan prevented assignment to Spinedex.)
We are unable to determine with certainty a proper basis to
affirm or reverse the district court’s holding.

    Spinedex contends, under our analysis in Cyr v. Reliance
Standard Life Insurance Co., 642 F.3d 1202 (9th Cir. 2011)
(en banc), that United is a proper defendant. Cyr had sued
Reliance Standard Life, which was the plan insurer, but was
neither the plan nor an administrator of the plan. We
overruled previous decisions in which we had held “that only
a benefit plan itself or the plan administrator of a benefit plan
covered under ERISA is a proper defendant” in a suit for
benefits under 29 U.S.C. § 1132(a)(1)(B). Id. at 1203–04.
We noted that the text of § 1132(a)(1)(B) does not limit the
classes of defendants that may be sued, and we held that suit
may successfully be brought against a defendant under this
section “as long as that party’s individual liability is
established.” Id. at 1207. We concluded that because
Reliance was a plan insurer, responsible for paying legitimate
benefits claims, it was “a logical defendant for an action by
    SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE 29

Cyr to recover benefits due to her under the terms of the plan
and to enforce her rights under the terms of the plan.” Id.

    As the district court noted, the reach of Cyr was left
unclear in our opinion. But we read it to hold that proper
defendants under § 1132(a)(1)(B) for improper denial of
benefits at least include ERISA plans, formally designated
plan administrators, insurers or other entities responsible for
payment of benefits, and de facto plan administrators that
improperly deny or cause improper denial of benefits. Suits
under § 1132(a)(1)(B) to recover benefits may be brought
“against the plan as an entity and against the fiduciary of the
plan.” Hall v. Lhaco, Inc., 140 F.3d 1190, 1194 (8th Cir.
1998) (emphasis added) (collecting cases). A fiduciary is any
entity that “exercises any discretionary authority or
discretionary control respecting management of such plan or
exercises any authority or control respecting management or
disposition of its assets . . . [or] has any discretionary
authority or discretionary responsibility in the administration
of such plan.” 29 U.S.C. § 1002(21)(A); see LifeCare Mgmt.
Servs. LLC v. Ins. Mgmt. Adm’rs Inc., 703 F.3d 835, 844–45
(5th Cir. 2013) (holding that a third-party administrator that
neither was designated as the plan administrator nor was
responsible for paying claims was nonetheless a proper
defendant based on the control it exercised over benefits
claims processing).

    With the appeal in its current posture, we cannot be
certain of the status of United. Unlike most of the defendant
Plans, the American Express Plan is self-insured. It is thus
clear that United is not, based on a responsibility to pay
benefits, a proper defendant under Cyr. But it is not clear
whether United is a formally designated or de facto
administrator. The district court held that United is not an
30 SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

administrator of the American Express Plan. It wrote that
“the American Express Plan does not designate a plan
administrator, meaning the plan administrator is the ‘sponsor’
identified as the Employee Benefits Administrator Committee
of American Express.” But in their brief to us, Defendants
state without qualification, “United was a claims
administrator for each of the 44 Plans named as defendants.”

    We are unable to reconcile the district court’s holding
with Defendants’ apparent concession. We therefore vacate
the district court’s holding that United is not a proper
defendant for claims brought under the American Express
Plan and remand for further proceedings on this issue.

        H. Exhaustion of Administrative Remedies

    Defendants argued in the district court that some claims
were barred due to a failure to exhaust administrative
remedies. The district court ultimately dismissed on other
grounds, the most important of which was its holding that
Spinedex had no Article III standing to bring claims as the
patients’ assignee. However, the district court concluded that
“[e]ven if standing existed, many individuals did not exhaust
their administrative remedies for their benefit denial claims.”
We vacate and remand on this issue.

    “As a general rule, an ERISA claimant must exhaust
available administrative remedies before bringing a claim in
federal court.” Barboza v. Cal. Ass’n of Prof’l Firefighters,
651 F.3d 1073, 1076 (9th Cir. 2011). However, Plaintiffs
argue that, because a number of patients’ plans did not
expressly require exhaustion, those claims should not now be
barred for failure to exhaust. Plaintiffs further argue that
even where the plans require exhaustion of administrative
    SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE 31

remedies, the claims should be “deemed” exhausted as a
result of United’s failure to follow appropriate claims
procedures.

    “ERISA seeks to avoid saddling plaintiffs . . . with the
burdens and procedural delays imposed by inartfully drafted
plan terms.” Kirkendall v. Halliburton, Inc., 707 F.3d 173,
181 (2d Cir. 2013). Where plan documents could be fairly
read as suggesting that exhaustion is not a mandatory
prerequisite to bringing suit, claimants may be affirmatively
misled by language that appears to make the exhaustion
requirement permissive when in fact it is mandatory as a
matter of law.

       [E]xempting from the general exhaustion
       requirement those plan participants who
       “reasonably interpret” their ERISA plan not to
       impose an exhaustion requirement will have
       the salutary effect of encouraging employers
       and plan administrators to clarify their plan
       terms and, thereby, of leading more
       employees to pursue their benefits claims
       through their plan’s claims procedure in the
       first instance.

Id. at 180 (quoting Watts v. BellSouth Telecomms., Inc.,
316 F.3d 1203, 1209 (11th Cir. 2003)).

    Several of the Plans contain language which could
reasonably be read as making optional the administrative
appeals process. For example, the Temcon Concrete Plan
says that “[i]n the interest of saving time and money, you are
encouraged to complete all steps in the complaint process . . .
before bringing any legal action against us.” (Emphasis in
32 SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE

original.) A number of our sister circuits have held that a
claimant need not exhaust when the plan does not require it.
See, e.g., Watts, 316 F.3d at 1209–10 (“If a plan claimant
reasonably interprets the relevant statements in the summary
plan description as permitting her to file a lawsuit without
exhausting her administrative remedies, and as a result she
fails to exhaust those remedies, she is not barred by the
court-made exhaustion requirement from pursuing her claim
in court.”); Kirkendall, 707 F.3d at 180. We arguably
adopted the same rule in Nelson v. EG & G Energy
Measurements Group, Inc., 37 F.3d 1384 (9th Cir. 1994), and
we do so explicitly today. In Nelson, we rejected a
defendant’s contention “that the plaintiffs were required to
bring their valuation claims before the Administrative
Committee prior to seeking relief from the courts,” observing
that “[n]othing in the Plan requires such action prior to
instituting suit.” Id. at 1388.

    Even where a plan expressly requires exhaustion of
administrative remedies, 29 C.F.R. § 2560.503-1(l) provides
that where a plan fails “to establish or follow claims
procedures consistent with the requirements of this section,”
claimants are “deemed to have exhausted [their]
administrative remedies.” See Barboza, 651 F.3d at 1076.
The Secretary of Labor, appearing as amicus in this case,
interprets 29 C.F.R. § 2560.503-1(l) as allowing exceptions
for de minimis deviations in certain circumstances, but
requiring “deemed exhaustion” for violations more serious
than de minimis violations. An agency’s interpretation of its
own ambiguous regulation is entitled to deference. See Auer
v. Robbins, 519 U.S. 452, 461 (1997). Because the
Secretary’s interpretation is not “plainly erroneous or
inconsistent with the regulation,” id., we adopt it here. Where
United’s failure to comply with claims procedures went
     SPINEDEX PHYSICAL THERAPY V. UNITED HEALTHCARE 33

beyond mere de minimis violations, patients’ claims must be
deemed exhausted under 29 C.F.R. § 2560.503-1(l).

    Because the district court held that Spinedex lacked
Article III standing to bring claims as an assignee, it did not
perform a claim-by-claim analysis of exhaustion. We
therefore remand to the district court to make this
determination in the first instance. On remand, for each
claim for which failure to exhaust is at issue, the district court
should determine whether: (1) the plan required exhaustion
of administrative remedies; (2) the claim must be deemed
exhausted due to United’s noncompliance with the claims
procedures; and (3) the claim was in fact exhausted.

                          Conclusion

     We hold that Spinedex had Article III standing to bring
benefit claims against Defendants as assignee of its patients.
Its injury in fact is the same injury its assignees had at the
time of the assignment. Our other holdings are recited in the
body of our opinion and need not be repeated here.

    REVERSED in part, AFFIRMED in part, VACATED
in part, and REMANDED. Each party shall bear its own
costs on appeal.
