Woods v. Texas Aggregates LLC

United States Court of Appeals
Fifth Circuit
F I L E D
August 3, 2006
Charles R. Fulbruge III
Clerk
In the
United States Court of Appeals
for the Fifth Circuit
_______________
m 05-50345
_______________
JAMES H. WOODS,
Plaintiff-Appellant,
VERSUS
TEXAS AGGREGATES, L.L.C.,
Defendant-Appellee.
_________________________
Appeal from the United States District Court
for the Western District of Texas
______________________________
Before SMITH, GARZA, and OWEN,
Circuit Judges.
JERRY E. SMITH, Circuit Judge:
James Woods appeals the denial of his mo-
tion to remand to state court and the orders
dismissing and compelling arbitration of this
case. Because the district court lacked juris-
diction over Woods’s state law claim, we re-
verse and remand.
I.
Woods, a former employee of the defend-
ant, Texas Aggregates, L.L.C. (‘Texas Aggre-
gates”), was injured on the job. He brought a
common law suit in Texas state court, alleging
that Texas Aggregates’ negligent maintenance
of an unsafe workplace caused his injuries.
Texas Aggregates does not participate in the
Texas Workers’ Compensation system but in-
stead maintains an Occupational Injury Benefit
Plan (“the plan”), which the parties agree is
governed by the Employee Retirement Income
Security Act of 1974 (“ERISA”), 29 U.S.C.

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§§ 1001-1461.
Texas Aggregates removed the case to fed-
eral court, arguing that Woods’s suit seeks
damages that duplicate benefits available under
the plan and therefore is preempted by ERISA.
The district court denied Woods’s motion to
remand, then ordered the parties to arbitrate,
as provided for by the plan, and dismissed the
case.
Woods filed this appeal, and Texas Aggre-
gates moved that the appeal be dismissed be-
cause no final, appealable order had issued.
We denied that motion because the orders
compelling arbitration and dismissing the case
constituted a final, appealable disposition. We
have jurisdiction to hear this case on that basis.
Woods contends on appeal that ERISA
does not preempt his state law negligence
claim, because he does not seek benefits under
the plan or challenge the way the plan has been
administered. He merely claims that Texas
Aggregates’ negligence caused his injuries.
Texas Aggregates responds that Woods’s
claim is actually one for benefits under the plan
despite the fact that his complaint artfully
avoids any mention of ERISA or the plan.
Texas Aggregates reasons that because the
damages Woods seeks in his negligence ac-
tions are the same kind of damages that would
be available to him were he to pursue his
options under the plan, there is ERISA pre-
emption.
II.
We review de novo the denial of a motion
to remand. Hernandez v. Jobe Concrete, 282
F.3d 360, 361 (5th Cir. 2001). Absent diver-
sity of citizenship, removal is available only
where the complaint presents a federal ques-
tion. Aetna Health Inc. v. Davila, 542 U.S.
200, 207 (2004). To determine whether
Woods’s complaint raises a federal question,
we must decide whether his state law negli-
gence claim is preempted by ERISA. There
are two sections of ERISA that might operate
to preempt Woods’s claim: §§ 514(a) and
502(a).1
We begin with § 514(a), which states:
Except as provided in subsection (b) of this
section, the provisions of this subchapter
and subchapter III of this chapter shall su-
persede any and all State laws insofar as
they may now or hereafter relate to any em-
ployee benefit plan described in section
1003(a) of this title and not exempt under
section 1003(b) of this title.
29 U.S.C. § 1144(a). In analyzing preemption
issues under § 514(a), we first ask whether the
benefit plan at issue constitutes an ERISA
plan; if it is, we must then determine whether
the state law claims “relate to” the plan. Her-
nandez, 282 F.3d at 362 n.3. Here, there is no
dispute that the plan is governed by ERISA.2
1 See Arana v. Ochsner Health Plan, 338 F.3d
433, 438-40 (5th Cir. 2003) (en banc) (holding that
§ 502(a) may serve as an independent basis for
preemption where § 514(a), the blanket ERISA
preemption provision, is inapplicable).
2 The order denying remand addresses only
whether the plan is excepted from preemption and
makes no mention of whether Woods’s claims “re-
late to” the plan. The district court correctly
determined that the plan does not fall within an ex-
ception to preemption. It is, however, the “relates
to” element of the analysis that is most important
here. The case relied on by the district court,
Hernandez v. Jobe Concrete, 282 F.3d 360 (5th
Cir. 2002), supports that court’s conclusion that
the plan is subject to preemption. It does not,
(continued...)

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In determining whether state law claims “relate
to” a plan, we have commonly asked
(1) whether the state law claims address areas
of exclusive federal concern, such as the right
to receive benefits under the terms of an
ERISA plan; and (2) whether the claims di-
rectly affect the relationship among the tradi-
tional ERISA entitiesSSthe employer, the plan
and its fiduciaries, and the participants and
beneficiaries. Mem. Hosp. Sys. v. Northbrook
Life Ins. Co., 904 F.2d 236, 245 (5th Cir.
1990).
In applying these factors, we are bound by
Hook v. Morrison Milling Co., 38 F.3d 776
(5th Cir. 1994), to hold that Woods’s claims
do not “relate to” the plan. The situation we
confronted in Hook is virtually indistinguis-
hable from that found here.
Hook sued her employer in Texas court for
negligent failure to maintain a safe workplace.
Hook’s claims were made exclusively on the
basis of the alleged breach of a common law
tort duty and did not involve plan benefits or
the administration of the plan in any way. The
damages Hook sought in her lawsuit over-
lapped with benefits that might have been
available under her employer’s ERISA plan.
The Hook court held that preemption did not
apply, because Hook’s common law claims did
not “relate to” the plan at issue. The court
explained that
Hook’s unsafe workplace claim, however,
is totally independent from the existence
and administration of MMC’s ERISA plan.
She neither seeks benefits under the plan
nor claims that MMC improperly processed
her claim for benefits. She seeks only
damages for MMC’s alleged negligent
maintenance of its workplace.
Hook, 38 F.3d at 784.3 Hook remains binding
law4 and informs our conclusion that the state
law claims raised by Woods do not “relate to”
Texas Aggregates’ ERISA plan and are there-
2(...continued)
however, support a conclusion that Woods’s com-
mon law negligence claims “relate to” the plan.
The parties in Hernandez did not dispute whether
the claims related to the relevant ERISA plan; the
sole issue was whether the plan fell under an ex-
ception to preemption. Texas Aggregates’ reliance
on Hernandez is therefore misguided.
3 The only facts distinguishing Hook from the
case at hand make our determination that Woods’s
claims are not preempted an easier one than that
faced by the Hook court. Hook had signed a waiv-
er of the right to sue in conjunction with her en-
rollment in the ERISA plan; Woods never signed
such an agreement.
The only connection this lawsuit has to Texas
Aggregates’ ERISA plan is that it seeks damages
that might also be available in the form of plan
benefits. Texas Aggregates essentially asks this
court to hold that by creating an ERISA plan, an
employer gains immunity from state court tort ac-
tions for all job-related accidents, regardless of
negligence.
If Texas Aggregates wanted to shield itself from
employee suits, however, it could have chosen to
participate in the Texas Workers’ Compensation
scheme. It elected not to, presumably because it
thought maintenance of an ERISA plan would be
a less expensive alternative. The cost of that
choice is exposure to lawsuits such as Woods’s,
which have a legal and factual basis independent of
any ERISA plan. Such suits are not preempted
merely because they seek damages that might also
be available in the form of plan benefits.
4 See Holloway v. Avalon Residential Care
Homes, Inc., 107 Fed. Appx. 398, 400-01 (5th Cir.
2004).

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fore not preempted by ERISA §514(a).5
We turn now to ERISA § 502(a), which
can, in certain circumstances, operate as an in-
dependent grounds for preemption where
§ 514(a) is inapplicable. See Arana, 338 F.3d
at 438-40. Section 502(a) authorizes an em-
ployee to bring a “civil action . . . to recover
benefits due to him under the terms of the
plan, to enforce his rights under the terms of
the plan, or to clarify his rights to future bene-
fits under the terms of the plan.” 29 U.S.C.
§ 1132(a)(1)(B). Where a state law claim
merely duplicates the remedies provided in
§ 502(a), the state law claim is completely pre-
empted and will be recharacterized as a federal
claim under § 502(a). See, e.g., Davila, 542
U.S. at 210.
Section 502(a) may provide for preemption
where § 514(a) is inapplicable by operation of
one of § 514’s exemptions from preemption.6
Texas Aggregates points to no case, however
(and we are aware of none), in which § 502(a)
preemption was found to be proper where the
state law claims did not “relate to” the ERISA
plan under our § 514(a) analysis. Section
502(a) encompasses claims to “recover,”
“enforce,” or “clarify” that which is owed an
employee under an ERISA plan. The set of
claims described by § 502(a) will rarely, if ev-
er, differ from the set of claims that “relate to”
an ERISA plan under § 514(a). Texas Aggre-
gates offers no compelling reasons why we
should employ § 502(a) to find preemption of
a claim, like Woods’s, that does not “relate to”
an ERISA plan.
Moreover, the language of § 502(a) coun-
sels against complete preemption here. By this
suit Woods does not seek to recover benefits
due him under the plan, to enforce his rights
under it, or to clarify his rights to future bene-
fits under it. Rather, he hopes to recover
damages for injuries he suffered as a result of
Texas Aggregates’ alleged breach of its duty
to provide him with a safe workplace. His
cause of action would exist, in precisely the
same form as it was pleaded in state court, ev-
en if there were no such thing as the Texas
Aggregates ERISA plan. ERISA does not
preempt such claims.7
Because ERISA does not preempt Woods’s
state law negligence claim, his complaint raises
no federal question, so the district court was
without jurisdiction. The orders denying
remand, compelling arbitration, and dismissing
are VACATED, and this matter is RE-
MANDED to the district court with instruc-
tion that it be remanded to state court. 5 Texas Aggregates’ only argument against the
application of Hook is that it is no longer good law
or should be overturned. Hook remains good law,
however, and this panel lacks the authority to
overturn a prior panel decision absent an interven-
ing decision to the contrary by the Supreme Court
or this court en banc. See Hogue v. Johnson, 131
F.3d 466, 491 (5th Cir. 1997).
6 Arana, 338 F.3d at 339-40 (holding that
§ 502(a) operated to preempt state law claims de-
spite the fact that the law in question may have
been exempt from § 514(a) preemption as a law
regulating insurance).
7 See Rokohl v. Texaco, Inc., 77 F.3d 126, 129
(5th Cir. 1997) (“The ultimate question is whether,
if the appellant[‘s] claims were stripped of their
link to the pension plans, they would cease to
exist.”).

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