                                                      United States Court of Appeals
                                                               Fifth Circuit
                                                            F I L E D
                 UNITED STATES COURT OF APPEALS
                      FOR THE FIFTH CIRCUIT                September 20, 2005

                                                         Charles R. Fulbruge III
                     _______________________                     Clerk

                           NO. 04-10761
                     _______________________



                  HARRIS METHODIST FORT WORTH,

                                               Plaintiff-Appellant,

                             versus

               SALES SUPPORT SERVICES INCORPORATED
                    EMPLOYEE HEALTH CARE PLAN;
                   SALES SUPPORT SERVICES INC.,

                 Defendants - Third Party Plaintiffs - Appellees,
                                    Appellants - Cross Appellees,

                             versus

         TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY;
      STANDARD SECURITY LIFE INSURANCE COMPANY OF NEW YORK,

           Third Party Defendants - Appellees - Cross Appellants,

                     BERKLEY RISK MANAGERS,

                                 Third Party Defendant - Appellee.



          Appeals from the United States District Court
                for the Northern District of Texas
                        Fort Worth Division




Before JOLLY, HIGGINBOTHAM, and JONES, Circuit Judges.

EDITH H. JONES, Circuit Judge:

          The district court granted summary judgment to Sales
Support Services, Inc. (“Sales Support”) and its Employee Health

Care Plan, a self-insured employee welfare benefit plan governed by

ERISA (“the Plan”), holding that an expectant mother did not

sufficiently assign her benefits claim on behalf of her prematurely

born twins to the admitting hospital, Harris Methodist Fort Worth

(“Harris”).       Harris, a Preferred Provider Organization (“PPO”) for

the Plan, was thus denied recovery for the twins’ lengthy hospital

stay.       Concluding that the assignment of benefits was sufficient;

that the Plan authorized assignments to PPOs such as Harris; and

that Harris timely filed benefit claims, we REVERSE and REMAND for

further proceedings consistent with this opinion.

                                  I. Background

               Brenda Crosson (“Crosson”) was an employee of Sales

Support Services, Inc. in Fort Worth, Texas, and a participant in

the Plan.       The Plan was part of the ProAmerica PPO managed care

network, which allowed its participants to receive discounted care

from       designated   PPO   providers.1   Sales    Support,   as   the     Plan

sponsor, administrator, and named fiduciary, reserved the right to

determine eligibility for benefits and to construe the Plan’s

terms. Berkley Risk Managers (“Berkley”) served as Sales Support’s

third-party plan administrator.



       1
             The Plan defined PPO providers in the following manner:
       PPO providers have agreed to provide services to Covered Persons at
       reduced rates. Therefore, to encourage the use of PPO providers
       whenever possible, the Plan will generally provide a better benefit
       for their services. . . .

                                        2
             After only twenty-three weeks of pregnancy, Crosson was

admitted to Harris and gave birth on December 31, 1997.                  Upon

admission, she signed a “General Conditions of Treatment” form

assigning to Harris the right to receive and enforce payment under

the   Plan   for   all   medical   services   provided.      The   extremely

premature twins, Lacie and Kaycee Crosson, weighed less than a

pound each and were treated at Harris from December 31, 1997,

through April 1, 1998.        Their hospitalization cost $666,931.89.

Although the Plan paid the charges incurred by Crosson at the

hospital, and it concedes the twins were covered through Crosson’s

Plan participation, it paid nothing for Harris’s services to the

twins.2      Harris delivered the Crosson file to its counsel for

collection on July 23, 1998.

             Harris filed suit under ERISA against Sales Support and

the Plan on June 29, 2001, for appellees’ failure to reimburse it

for   services     provided   to   the    twins.    Sales    Support     filed

third-party     claims   against   both   Berkley   and   its   excess   loss

insurers,3 Standard Security Life Insurance Company of New York

(“SSLIC”) and Transamerica (collectively, “Excess-Loss Insurers”),

and the Excess-Loss Insurers filed counterclaims against Sales


      2
            Sales Support contends that it paid the $15,000 “retention amount”
toward each of the twins, while Harris claims that it has received no payment
toward the twins’ accounts. Given our conclusion, we need not resolve this
particular dispute over the otherwise undisputed facts.
      3
             The facts and procedural history with regard to the Excess-Loss
Insurers are omitted because we need not reach these claims. All third parties
properly appealed to this court and the district court should reach the merits
of these claims on remand.

                                      3
Support.   Numerous cross-motions for summary judgment were filed.

The district court resolved the competing claims by granting

summary judgment against Harris on grounds that (1) because of a

defective assignment, Harris lacked standing to sue under ERISA;

and (2) the Plan’s contractual statute of limitations provision

barred Harris’s claims.   The court accordingly dismissed as moot

the claims between Sales Support and the Excess-Loss Insurers.

Harris now appeals the court’s dismissal of its claims; Sales

Support and the Excess-Loss Insurers appeal the dismissal of their

competing claims.

                          II. Discussion

           This court reviews the district court’s grant of summary

judgment de novo using the same standard as the district court.

Royal Ins. Co. of America v. Hartford Underwriters Ins. Co., 391

F.3d 639, 641 (5th Cir. 2004).   We review questions of law de novo.

In re CPDC, Inc., 337 F.3d 436, 441 (5th Cir. 2003).

           Harris contests both aspects of the district court’s

ruling against it.     It is well established that a healthcare

provider, though not a statutorily designated ERISA beneficiary,

may obtain standing to sue derivatively to enforce an ERISA plan

beneficiary’s claim. See Tango Transport v. Healthcare Fin. Servs.

LLC, 322 F.3d 888, 893 (5th Cir. 2003).    The first inquiry here is

thus whether Harris became an assignee of Crosson’s ERISA benefits

claim for the Crosson twins.   If Harris prevails on this issue, the



                                  4
next question is whether the claim was time-barred under the terms

of the Plan.

                A.    Whether Harris Obtained a Valid Assignment

                The district court held that Harris never obtained a

valid assignment for the twins’ services based on its narrow

interpretation              of   both   the    hospital’s   “General     Conditions    of

Treatment”           form    executed    by    Crosson    and   the    language   of   the

company’s Summary Plan Description (“SPD”).                           Like the district

court, we interpret the assignment form in accordance with Texas

contract law principles and the SPD under ERISA principles.

                An assignment is “a manifestation to another person by

the owner of a right indicating his intention to transfer, without

further action or manifestation of intention, his right to such

other person or third person.”                       Wolters Village Mgmt. Co. v.

Merchants & Planters Nat’l Bank of Sherman, 223 F.2d 793, 798 (5th

Cir. 1955) (internal citations and marks omitted); accord RESTATEMENT

(SECOND)   OF   CONTRACTS § 324 (1981) (“It is essential to an assignment

of a right that the obligee manifest an intention to transfer the

right to another person without further action or manifestation of

intention by the obligee.                 The manifestation may be made to the

other or to a third person on his behalf and, except as provided by

statute or by contract, may be made either orally or by writing.”).

Once   a    valid       assignment        is    made,    “the   assignor’s    right    to

performance by the obligor is extinguished in whole or in part and



                                                 5
the assignee acquires a right to such performance.”                       RESTATEMENT

(SECOND)   OF   CONTRACTS § 317(1) (1981); see also FDIC V. McFarland, 243

F.3d 876, 887 n.42 (5th Cir. 2001) (“[I]t is generally true that

‘an assignee takes all of the rights of the assignor, no greater

and no less[.]”) (quoting In re New Haven Projects Ltd. Liability

Co. v. City of New Haven, 225 F.3d 283, 290 n.4 (2d Cir. 2000)).

                To decide whether Harris became an assignee, we must

“examine and consider the entire writing and give effect to all

provisions such that none are rendered meaningless.”                  Gonzalez v.

Denning, 394 F.3d 388, 392 (5th Cir. 2004) (internal citations and

quotation marks omitted). Contractual terms receive their ordinary

and   plain      meaning   unless    the    contract    indicates    the    parties

intended to give the terms a technical meaning.                     Id.     Where a

contract is written so that it can be given “a definite or certain

legal meaning,” it is not ambiguous.                    Id.   However, where a

contract is subject to two or more reasonable interpretations, it

is ambiguous and extrinsic evidence may be considered.                    Id.

                In addition, ERISA requires that the SPD be “written in

a   manner       calculated    to    be    understood    by   the   average     plan

participant, and . . . be sufficiently accurate and comprehensive

to reasonably apprise such participants and beneficiaries of their

rights and obligations under the plan.”            29 U.S.C. § 1022; see also

Hansen v. Continental Ins. Co., 940 F.2d 971, 981 (5th Cir. 1991)

(“[T]he very purpose of having a summary plan description of the

policy     is    to   enable   the   average    participant    in   the    plan   to

                                            6
understand readily the general features of the policy, precisely so

that the average participant need not become expert in each and

every     one   of    the    requirements,     provisos,       conditions,   and

qualifications of the policy and its legal terminology.” (emphasis

in original)).        Hansen also requires that any ambiguities in the

SPD must be resolved in the employee’s favor, and the SPD must be

read as a whole.        237 F.3d at 512.

            Two documents are pertinent to the assignment at issue.

The first is the “General Conditions of Treatment” document that

Crosson signed upon entering the hospital, several portions of

which are relevant.         Paragraph 5 provides:

     5. FINANCIAL AGREEMENT AND ASSIGNMENT OF BENEFITS: In
     consideration for the services to be rendered to me, I
     hereby promise to pay for those services in accordance
     with the rates and terms now in effect at the Hospital,
     to the extent I am legally responsible for such payment.
     I hereby assign to the Hospital and any practitioner
     providing care and treatment to me, any and all benefits
     and all interest and rights (including causes of action
     and the right to enforce payment) for services rendered
     under any insurance policies or any reimbursement or
     prepaid health care plan . . . .

(emphasis added).           At the bottom of the page, the capitalized

statement, “THIS IS A LEGAL CONSENT AND ASSIGNMENT OF BENEFITS

FORM,” is just above where Crosson signed.            Immediately below her

signature,      she     wrote    “self”   on   the   line      identifying   her

“relationship to patient or legal representative.”

            Paragraph 1 of the form, labeled “CONSENT TO TREATMENT,”

states (inter alia):           “If I am to receive obstetrical care, this

consent    is   given    for    any   child(ren)   born   to   me   during   this

                                          7
hospitalization . . . .” Juxtaposing this paragraph’s reference to

children with the language of paragraph 5 and Crosson’s identifi-

cation of herself as the patient, the district court concluded that

the hospital’s document effected an assignment to Harris of only

the benefits due for treatment of Crosson herself, not those due

for the twins’ care.

          We disagree with the district court’s analysis. Taken in

its entirety, the form signaled Crosson’s intent to assign the

twins’ claims.   First, Crosson expressly consented, through para-

graph 1 of the form, to medical treatment for the newborns as well

as herself.   Second, she consented, in paragraph 4, to Harris’s

release of all necessary financial and medical records to her

newborns’ physician and, in broad terms, to any entity processing

her health plan claim. Third, she assigned to Harris, in paragraph

5, “any and all benefits and all interest and rights for services

rendered under any insurance policies or prepaid health care plan.”

Fourth, in executing the “Legal Consent and Assignment of Benefits

Form,” Crosson signed alternatively as “Patient or Legal Represen-

tative.” “Legal Representative” was defined in the form’s conclud-

ing section to include the “parent” of a minor patient.

          That Crosson designated herself as the “patient” was

accurate upon her admission to Harris, because the children had not

been born.    The designation is, under the circumstances of her

admission and the entirety of the form, no more limiting than

Paragraph 5’s assignment “to the Hospital and any practitioner

                                 8
providing care and treatment to me” of “any and all benefits,” etc.

(emphasis added).    In this grammatically ambiguous way, Crosson

also acknowledges in paragraph 5 her personal responsibility to pay

for “the services rendered to me” (emphasis added).     Under Sales

Support’s reasoning, however, the latter personal reference would

relieve Crosson of all liability to pay for the twins’ care.

Construing this form as a whole to be an insufficient assignment of

benefits for the twins thus leads to absurdity.

          The SPD furnishes an additional basis for Harris’s claim,

as it characterizes the Plan’s payment obligations under the

subtitle, “Assignments to Providers”:

     All Eligible Expenses reimbursable under the Health Care
     Coverages of the Plan will be paid to the covered
     Employee except that: (1) assignments of benefits to
     Hospitals, Physicians, or other providers of service will
     be honored, [or] (2) the Plan may pay benefits directly
     to providers of service unless the Covered Person
     requests otherwise, in writing, within the time limits
     for filing proof of loss . . .

     Benefits due to any PPO provider will be considered
     “assigned” to such provider and will be paid directly to
     such provider, whether or not a written assignment of
     benefits was executed.

(emphasis added).    As a PPO provider, Harris contends that this

provision of the Plan constitutes a valid assignment and confers

standing to sue.    This language is straightforward:   Assignments

are honored and recognized, with or without a writing.    The Plan

document covers all participants in the Plan; the fact that Harris

also had a standard written assignment form for incoming patients

does not diminish the Plan’s coverage one way or the other — Harris

                                 9
was merely attempting to ensure that it received a valid assignment

from any patient admitted for treatment.                   Appellees cannot use

Harris’s admission       form   as   a    means     to   circumvent    the   Plan’s

obligations under the plain language of its governing documents.4

Allowing a contrary result would undermine the relationship agreed

to between the Plan and any PPO provider with which the Plan has an

existing, “preferred” business relationship.

            Appellees respond that if the Plan itself effects an

assignment to PPO providers, there would be no need further to add

that assignees will be paid directly.                Harris’s interpretation,

they aver, creates an unnecessary redundancy in violation of the

maxims of contract interpretation. Why Sales Support would trumpet

its   self-imposed     obligation        to   pay    PPO   providers    directly,

irrespective of an assignment, is perplexing. Had it actually paid

Harris directly for the services it rendered to the twins, there

would have been no need for a lawsuit.

            In any event, applying the rule that SPDs be interpreted

from the perspective of a layperson, the reference to direct

payment of assignees reasonably explains to Plan members the effect



      4
            Sales Support invokes Letourneau Lifelike Orthotics & Prosthetics,
Inc. v. Wal-Mart Stores, Inc., 298 F.3d 348, 352 (5th Cir. 2002), for the
proposition that a plan can bar assignments in some situations. This may be
true, but it does not apply to Sales Support’s own plan, which explicitly permits
assignments. Moreover, in Letourneau, neither party contested the fact that the
plan beneficiary’s hospital entrance form constituted a valid assignment of her
rights under ERISA to the plan provider despite an anti-assignment clause in the
plan documents; the dispute was over that plan’s coverage of the services
rendered. Because the services rendered in that case were not covered by the
plan in the first place, the provider lacked standing. See id. at 352-53.

                                         10
of an assignment.   A layperson would thus be informed that, where

possible, benefits would be paid directly to the PPO provider,

rather than through the customer.      Cf. Hermann Hosp. v. MEBA Med.

& Benefits Plan (“Hermann II”), 959 F.2d 569, 573 (5th Cir.

1992)(determining that “the authorization language [within the plan

summary at issue] represents nothing more than cautious and prudent

‘belt and suspenders’ drafting”).      The language also protects the

Plan from a claim made by a participant after the Plan has already

reimbursed the PPO provider.      That the benefits are “considered

‘assigned’” is a colloquial explanation of a legal term to the

beneficiary; this language in no way detracts from the Plan’s

responsibility to pay the PPO provider as if by express assignment

from the beneficiary.

          Both Appellant and Appellees try to draw support from

Dallas County Hospital District v. Associates’ Health and Welfare

Plan, 293 F.3d 282 (5th Cir. 2002).      In Dallas County, this court

held that a plan’s broadly worded anti-assignment clause did not

prevent an assignment where a separate, more specific clause in the

plan allowed assignment to a PPO provider.            Id. at 288-89.    The

result stemmed   from   a   careful   analysis   of    the   relevant   plan

provisions; the case does not require a decision for either party

in the instant case.    To the contrary, here, after employing the

same analysis used in Dallas County and other precedents, we

conclude that the Plan itself implied an assignment of the benefits

of the Crosson twins to Harris, and the form signed by Crosson upon

                                  11
her admission to Harris did nothing to alter this assignment.

            For all these reasons, Harris is an assignee of the

twins’ benefit claims and has standing under ERISA.

            This interpretation of the relevant documents comports

with the rationale supporting the assignability of benefits under

ERISA-covered plans:

     To deny standing to health care providers as assignees of
     beneficiaries of ERISA plans might undermine Congress’
     goal of enhancing employees’ health and welfare benefit
     coverage. Many providers seek assignments of benefits to
     avoid billing the beneficiary directly and upsetting his
     finances and to reduce the risk of non-payment. If their
     status as assignees does not entitle them to federal
     standing against the plan, providers would either have to
     rely on the beneficiary to maintain an ERISA suit, or
     they would have to sue the beneficiary.            Either
     alternative, indirect and uncertain as they are, would
     discourage providers from becoming assignees and possibly
     from helping beneficiaries who were unable to pay them
     “up-front.”    The providers are better situated and
     financed to pursue an action for benefits owed for their
     services.   Allowing assignees of beneficiaries to sue
     under § 1132(a) comports with the principle of
     subrogation generally applied in the law.

Hermann Hosp. v. MEBA Med. & Benefits Plan (“Hermann I”), 845 F.2d

1286, 1289 n.12 (5th Cir. 1988).

            B.   Whether Harris’s Claims Were Time-Barred

            Because Harris was properly assigned the benefits for the

Crosson twins, we must also address whether Harris’s derivative

claims are barred by the three-year limitations period included in

the Plan.

            Under ERISA, a cause of action accrues after a claim for

benefits has been made and formally denied.     Hall v. Nat’l Gypsum


                                  12
Co., 105 F.3d 225, 230 (5th Cir. 1997).         Because ERISA provides no

specific limitations period, we apply state law principles of

limitation.   See, e.g. Hogan v. Kraft Foods, 969 F.2d 142, 145 (5th

Cir. 1992).   Where a plan designates a reasonable, shorter time

period,   however,   that   lesser        limitations   schedule   governs.

Northlake Reg’l Med. Ctr. v. Waffle House Sys. Employee Benefit

Plan, 160 F.3d 1301, 1303-04 (11th Cir. 1998); Doe v. Blue Cross &

Blue Shield United of Wisconsin, 112 F.3d 869, 874-75 (7th Cir.

1997).

          This plan requires that any action to recover benefits be

commenced within “three (3) years from the time written proof of

loss is required to be given.”       Additionally, “[w]ritten proof of

loss covering the details of the loss” must be given “within ninety

days after the date of such loss.”          There is no dispute among the

parties that three years is a reasonable time period.

          The dispute is over how to determine what constitutes a

“loss” under the Plan, which contains no explicit definition of

“loss.”   This determination will be dispositive.             If the Plan

required Harris to submit claims for the twins’ expenses each day

those expenses were incurred, on the theory that each day of

hospitalization is a “loss,” then the limitations period estops

Harris from obtaining reimbursement for all but two days’ worth of




                                     13
claims.5   On the other hand, if the “loss” includes all the charges

for the duration of the twins’ hospital stay, then the Plan

required Harris to submit its claim only after they left the

hospital, and the claim for the full award of nearly $700,000 is

timely.

            Appellees point to the Plan’s specification that medical

expenses are deemed incurred on “the actual date a service is

rendered” and implies that the Plan obliged Harris to submit claims

for expenses incurred by the twins on a daily basis.                  Later in

their brief, however, Appellees acknowledge that the date of loss

may alternatively run from the dates on which Harris submitted

interim billings for services.         Harris, by contrast, contends that

a reasonable interpretation of the Plan allows recovery of all

expenses incurred by the twins because the “loss” should include

expenses for the entire hospitalization.           According to Harris, the

particular circumstances under which the loss occurred — Crosson’s

giving birth to extremely premature twins and their continuous

hospitalization throughout this period — demonstrate that it would

have been reasonable for Harris to provide proof of loss to the

Plan after the twins’ departure.            As a result, application of the

ninety-day proof of loss requirement, starting on April 1, 1998,

      5
             Harris filed the instant action on July 21, 2001. Three years and
ninety days prior to the filing date is March 31, 1998. Thus, if Appellees’ view
of the Plan controls, Harris can only recover expenses incurred on or after March
31, 1998, two days before the twins left the hospital.         If Harris’s view
prevails, the three-years-and-ninety-days limitations period did not commence
until the twins left the hospital April 1, 1998, and thus none of the claim is
time barred.

                                       14
would lead to a suit-filing deadline in July 2001.

            Resolution of this dispute must stem from the background

principle    that   SPDs   must    be   read   and   interpreted     from   the

perspective of a layperson.         Lynd v. Reliance Standard Life Ins.

Co., 94 F.3d 979, 983 (5th Cir. 1996).           So viewed, Harris has the

better of the argument. The ambiguity in Appellees’ interpretation

of “loss” is telling.6        The term is ambiguous because proofs of

“loss” must necessarily be filed based on the practicalities

surrounding each treatment regime covered by the Plan.                 Thus, a

single doctor visit could require a “proof of loss”; a series of

physical therapy treatments for back problems could reasonably

generate one or several proofs; a hospitalization may garner one or

several proofs.     The ninety-day limit (or if applicable, the one-

year limit) constitutes a periodic deadline for filing such claims,

and such deadlines reasonably assure that claims will not be stale

when filed.      Appellees, of course, do not contend that Harris,

following an interim billing regime, failed to meet the ninety-day

cutoffs.    It is these deadlines, not the term “loss,” that govern


      6
            Further bearing on the issue, the Plan contains the following
language:

      Failure to furnish such proof within the time required will not
      invalidate nor reduce any claim if it can be shown that it was not
      reasonably possible to file proof within such time, provided such
      proof is furnished as soon as reasonably possible and in no event
      . . . later than twelve (12) months from the date on which the
      covered charges were incurred.

The twelve-month extension is in tension with Appellees’ position that Harris
needed to report complete charges on a daily basis to avoid running afoul of the
limitations period.

                                        15
the timeliness of claims.

            Sales   Support   tacitly       acknowledges    the    absurdity    of

construing    “loss”   to     mean    each    day’s   services        during   the

hospitalization, yet it seems equally arbitrary and unrealistic to

tie   the    three-year     limitations      deadline,     as     Sales   Support

advocates, to the dates of each of the hospital’s interim bills.

Doing so could require the hospital to have filed separate suits to

recover for its separately billed charges.               We conclude that the

term “loss” must be practically construed and varies depending on

the   circumstances    of   medical    care    covered     by   the    Plan;   the

hospitalization in this case constituted one event of “loss” for

purposes of applying the Plan’s three-year deadline for filing

suit; and that “loss” accrued on the date of the twins’ discharge.

The hospital timely filed suit.

                              III. Conclusion

            For the reasons stated above, we REVERSE and REMAND the

case to the district court for further proceedings consistent with

this opinion.




                                       16
