OPINION
BATCHELDER, Circuit Judge.
Defendants Centennial Life Insurance Co. and Dun & Bradstreet Plan Services, Inc. appeal the dismissal of their state law counterclaim for rescission of plaintiff Janet Davies's employer-provided health insurance policy. Defendants also appeal the judgment in favor of plaintiffs Janet and Donald Davies on plaintiffs' ERISA claim for withheld health-care benefits. For the following reasons, we
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