(caption unavailable)

* Local Rule 47.5 provides: "The publication of opinions
that have no precedential value and merely decide particular
cases on the basis of well-settled principles of law imposes
needless expense on the public and burdens on the legal
profession."
Pursuant to that Rule, the Court has determined that this opinion
should not be published.
IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
______________
NO. 94-50754
Summary Calendar
______________
GREAT HILLS BANCSHARES, INC.
and CAROL B. SILVERTHORNE, Plaintiffs-Appellants,
versus
HILLHOUSE ASSOCIATES INSURANCE, INC.
and NEW YORK LIFE INSURANCE CO., Defendants-Appellees.
_________________________________________________________________
Appeal from the United States District Court for the
Western District of Texas
(92 CV 482)
_________________________________________________________________
(August 16, 1995)
Before DAVIS, JONES and BENAVIDES, Circuit Judges.
BENAVIDES, Circuit Judge*:
This appeal of the magistrate judge's granting of Defendants-
Appellees' motion for summary judgment arises from a Participation
Agreement executed on October 23, 1987 by Carol B. Silverthorne
("Silverthorne"), President of Great Hills Bancshares, Inc. ("Great
Hills"), whereby Great Hills became a participating employer in the
Texas Employer's Security Trust's group health insurance policy

-- 1 of 4 --

1 The automatic termination provision of the Participation
Agreement states in pertinent part:
It is understood and agreed that the undersigned's
participation in the Fund shall terminate when the
undersigned...(e) fails to remit the required
contribution within thirty-one (31) days of the due
date shown on the monthly statement.
2
underwritten by New York Life Insurance, Inc. ("New York Life") and
administered by Hillhouse Associates Insurance, Inc. ("Hillhouse").
The magistrate judge determined that participation in the Trust and
coverage under the insurance policy terminated pursuant to the
terms of the Participation and Trust Agreements because the
required premium payment was not made within the thirty-one day
grace period allowed from the date the payment was due. We agree
and affirm.
It is undisputed that on April 24, 1991, Hillhouse mailed to
Great Hills a monthly statement for Great Hills' May 1991 group
health insurance premium. It is also undisputed that Great Hills
failed to make the May 1991 premium payment within the thirty-one
day grace period provided in the Participation Agreement.1
Plaintiffs-Appellants Great Hills and Silverthorne dispute
Hillhouse's claim that it mailed a past due notice to Great Hills
on June 19, 1991 stating that "to avoid automatic termination,
payment in full must be received by June 30, 1991." Plaintiffs-
Appellants also dispute the termination statement allegedly sent
out by Hillhouse to Great Hills on July 4, 1991.
Plaintiffs-Appellants contend that specific provisions of the
Trust Agreement, establishing the Trust of which Great Hills became

-- 2 of 4 --

3
a participating employer when it executed the Participation
Agreement, mandate notice be given to the participants prior to
termination. They argue that the language of the Participation
Agreement providing for automatic termination in the event that the
participating employer fails to pay the required premium payment
within thirty-one days of the date on the monthly statement is
trumped by the provisions of the Trust Agreement.
In the alternative, Plaintiffs-Appellants argue that the
notice requirement language contained in the Trust Agreement is
ambiguous. They contend that the argument that notice must be
given prior to termination of a participating employer is a
reasonable interpretation of the Trust Agreement. Therefore, in
accordance with the rules of construction of contracts under Texas
law, notice was required prior to the termination of Great Hill as
a participating employer and Silverthorne's insurance coverage.
Section 2.01 of the Trust Agreement contains a specific
provision directed to the obligation of each participating
employer, including Great Hills, to make the required premium
payments in order to maintain coverage for its eligible employees:
If a Participant fails to pay required contributions, its
failure shall constitute grounds for its disqualification
as a Participant and for termination of the coverage of
its Eligible Persons under the Policy.
Section 2.03 is a general provision allowing for removal of a
Participant at the Trustee's discretion:
The Trustee may, in its discretion, terminate
participation in the Trust of any Participant and its
Eligible Persons by giving that Participant written
notice of such termination at least thirty days in
advance.

-- 3 of 4 --

4
The specific provision in Section 2.01 relating to termination of
coverage for nonpayment of premiums contains no special
notification requirement. Under Texas law, this specific provision
controls the more general, discretionary termination provision in
Section 2.03 that does not apply to the specific facts of this
case. See Forbau v. Aetna Life Ins. Co., 876 S.W.2d 132, 133-34
(Tex. 1994).
We find that the specific provision of the Trust Agreement,
when administered in conjunction with the automatic termination
provision of the Participation Agreement executed by Great Hills,
unambiguously provides for the disqualification of Great Hills as
a participant in the Trust and the termination Silverthorne's
health insurance coverage for nonpayment of its May 1991 premium
without requiring prior notice. We further find that the general
provision of the Trust Agreement providing for discretionary
termination with written notice is not inconsistent with the other
provisions of the Trust and Participation Agreements. The summary
judgment evidence supports the magistrate judge's conclusion that
under Texas law and the plain language of the relevant documents,
Defendants-Appellees had no duty to provide Great Hills and/or
Silverthorne with special notice before their coverage terminated
due to Great Hills' failure to pay the amounts due under the May
1991 premium statement they received on April 30, 1991. Therefore,
we find that the magistrate judge did not err in granting
Defendants-Appellees' motion for summary judgment.
AFFIRMED.

-- 4 of 4 --