one is because of that it doesn't need the ongoing in ministration and then also the underlying reason in ford health that's was the conflict with state law and federalism press so here we have state common law principles of contract requirement of consideration and in for health act we had a state statute requiring severance and both are equally important state common law statute here the plan did not provide for the additional condition of the return of property and there was additional contractual obligation made after the little unilateral contract was an offer made by the plan is accepted by performance it's accepted by release there's nothing else to be added if something else has to be added there was a and a provision for offset not a provision for not paying for not returning to property the property so in the plain language which the administrator is bound by the plain language of the plan says you may offset if the property is not returned it doesn't say we don't have to pay you if property is not returned we may offset nothing was added for that so that really it is both a jurisdictional issue an abuse of discretion issue the administrator may only interpret the plan and there's nothing in the plan that requires the return of the documents nothing it only requires the offset well the plan also refers to released on them yes and that there's nothing about a release that requires a return of documents or releases i do i release all claims against you employer releases all claims against the employer whatever they may be it's not the other way around you affirmatively give us documents it's a release of releases not give us documents or releases really should claims but if you let's say stolen property from the employer they're certainly not going to give your release from any future claims like it's a very narrow reading a release i don't know the exact wording in the plan i don't know well evident mind about the release but so the release is not from ericsson for taking property the release is the employee releasing any claims for one for termination that's not an issue he's not making that claim he's simply saying you can't add something in addition to the release to the plant and that addition was returning property there was a provision in the plan for offsetting any property retained by the employee and they didn't do that they could have done it what they said was not return was his work product underlying the final documents they had all the final documents of his work but when he messed up in returning his laptop include everything out there saying what we don't have his underlying work product that shows how he got that those documents if they needed that that the easiest way to value that would be the time that someone reebok the other point is in the in both of the plans they say that the this severance agreement and i don't mean the plan but what was required to plan how can a severance agreement say all right we're going to completely wipe out and abrogate the plan and now this is the new deal and the new deal now requires an additional condition additional conditions  that cuts both for it's outside of rest or state law principles apply lack of consideration can't change a deal after it's done and it's it's a music discretion it's legally incorrect and is that conflict of interests that comes into play because it's still funded so there is normally you wouldn't look at that unless it was not legally correct but it's not legally correct it's still funded and as we think it's it's it really just comes down to whether or not the additional term of acquiring property was part of the plan or not it's not part of the plan because it's it's possible here is in writing the standard talking to peter plans both provide explicitly they are governed by a reserve and the severance agreement in billy's which i was called to release from here on out provides at the very start that it is issued in accordance with the terms administration whatsoever same thing with well they did have a state statute but again you had a one time lump sum distribution based on one of it a plant closing their closing a plant and they were giving everyone severance here you have a  severance agreement that applies to employees across the country ten thousand plus employees of arabs and that are given notice that the severance agreement is going to apply to them and that they may have the opportunity to obtain severance if they meet the conditions under the plans it was obviously maintained to benefit employees it gives the required receive as closures of rights and remedies it's not required or they are erickson filed the required form thirty five hundred reports for the plans waiver and release in favor of claims in favor of erickson that exact same language appears in the top contributor plans so with respect to both plans participants are put on notice that in order to receive the benefits they're going to have to compete they're going to have to sign this severance agreement embodies any form satisfactory to erick's all of the terms of that release are not in this plan or nor do they have to be but they are put on notice that it has to be a satisfactory release that they signed and as the appellant just indicated in oral argument of course signing it means complying with it that that is what is expected and that's why it why that isn't the plans required administrative discretion they were each individual severance under the plan is analyzed citing for a case holding that a lump sum severance plan was not in a recent plan there's a few crucial differences in that case primarily that saying only apply applied to puerto rico employees and the central tenet of a result why we have a  with puerto rico or the territories law so that wasn't even at issue in that case furthermore the severance benefits in that case were it's a simple mathematical formula it was simply you hear certain on a time you get a certain amount of the it's and and with regard to these plans premiums and furthermore those cobra premiums are only to be repaid if the employee properly elects cobra and then does not obtain subsequent cover so that requires this congress ongoing monitoring to determine whether or not the employer has has done that or not and then there's also the requirement of repayment of severance benefits if the employee is is re employed by erickson and with the top contributor plan there are the terminations that have to be made as far as whether or not the employee may have changed plan so there are a wide variety of areas of discretion that are afforded under under this plan that were not in involved in that plan and furthermore they were followed in this case he was given the opportunity that case to hold that plan not covered by a recess the court disagreed the court said no it is it's it's affected period of planning that plan is stretched over time it's not based on a single event like for halifax reasonable employees under that plan would even reach that issue because it was clearly in a recent case they treated it as as these as a result plans and interpreted them as such and now here we are another five years down the line with this new plan that has been implemented now for a decade as an er the court didn't consider that argument and got to figure out because it found the underlying plan was not covered by a receipt so clearly any severance agreement issued pursuant to that plan would be covered and here it doesn't make sense because plaintiff express states that are risks that will supersede any and all state laws that as they may relate to any employee benefit plan the supreme court held in the pilot life case in this court held in the corporate case that a state cause of action relates to a benefit plan whenever it has a connection with a reference to such a plan here that's obviously what we have it's a release agreement that has been contemplated in the original plan and which then references the plan we rarely see anybody making this argument because that's not a lot of case law out there on it the the agreement would never been offered so they're obviously all bound up should be interpreted by by or is it will you please address mr sanford's observation that the plan speaks of offset just an hoshino refusal has held that where that where and i think she like that is not raised in the administrative process there is nothing for the court to review this court or the court below to review what i know and that's that that's a fair comment freight free to make about waiver but condition proceeding for him to receive the severance in the so whether or not they had the option to offset into the plan doesn't change the fact that he in fact agreed that it was reasonable and and comply and complied with signing a release agreement that imposed that condition proceed so i think this case your honour's with with regard to jurisdiction is a far cry from fort halifax and a far cry from well i mean you have here a case of a plan plans that have been administered explicitly in the plans the standard of review for both the district court and for this court is abuse of discretion and the appellant doesn't dispute the administrators had the discretion and indeed the record is full of the administrator and planning minister of committee actually examining the evidence and exercising that discretion with respect to the pellets appeal so the the in create this point is to part the first the course question you have is was the administrators decision or interpretation a proper legal interpretation if the answer to that question is yes the court doesn't even go onto to the second part of the houses but let's look at that question if there is a plot as then it applies to his claim it applies to his entire client and the plane administrator is entitled to consider all of the first argument before the administrator was law wasn't required to return the property in order to be entitled to severance but again the release both of the plans clearly require the execution and as the opponent concedes compliance with a satisfactory release in order to for the payment to be may be the appellant was on notice at several points during his during his employment that he was afforded erikson property access to it and that property was needed to be returned at the end of the should employees are entitled to participate in the standard plan but state respect to the top contributor plan he was actually issued a letter where he that he had to sign and accept to be part of that plan and that later further expressed the knowledge in just the  that the contingency would be a satisfactory release further in that release there's really two areas of of note first he said that he would not receive he acknowledge that he would not receive the compensation except for his execution of the agreement and his fulfillment of the promises there and that's one and then he acknowledges that the payment would not be made until after the date he returns all outstanding erikson property to erickson so there's it's both a condition also specifically incorporates the terms of the plan so it's the release of human is clearly indicating that it is to be read in conjunction with the plan and and that which is exactly what was done because the he was afforded the necessary or is  frankly is a fair is a fairly incredible statement to make for someone employed in the technology field i mean obviously property encompass the the the agreement does not confine itself to tangible property and clearly the legal definition of property doesn't confine itself to that and furthermore he executed multiple documents making clear that he knew that confidential information and non tangible things for the property eriksson's of these clearly should have understood that that that was to include all proper deleted the data through what laptop wife also wiped off the computer for the general reasons or i have a sect of the returned the property because i've given you this hard drive that contains and back those the planning minister carefully considered each one of those i found none of those were  availing and those that i won't go into all those reasons here but one of them was certainly that none of the reasons he gave which he gave about three conflicting reasons for why he conducted the laptop right wipe none of them justified the wipe and all of them admitted that he had destroyed the data further up on they didn't even have to take this step but they actually conducted a forensic review and considered this back up hard drive that he contained he contended contained the backup data for the property analyzed and determined that didn't contain all the backup data for the property and actually had evidence of some thirty manually deleted files that were could never be recovered and then actually in his plan to mistreat or appeal his attorney's was indication that the data had a value to erickson and specifically there was one instance where there was a project he'd been working on for six or seven months and they had none of the backup data that evidence that negotiations surrounding that project so if there ever been a dispute down the facts in the decision or no rational connection between the found facts and the other and this court held in the corridors liberty lot liberty life case that that decision need only fall somewhere on the continuum of reasonableness even if it's at the low end even if that if the district  or this court would have come to a different decision that's not that's not the determining and furthermore the court's limited to the facts known to the plain administrator at the time of the decision so was it reasonable for the administrator to consider the plans and the  agreement and and the appellant specific acknowledgment of what he was going to be to do in order to make that determination and it certainly was there is no doubt that there was no basis for any of the proceed and he gave conflicting reasons for why he'd wiped it a forensic analysis didn't didn't save his claim and despite being given months to conduct his own analysis and he was actually invited to conduct his own analysis and submit additional information fair way to look at how the way the courts have is acknowledged that there may be a conflict of interest but it's a sliding scale i mean obviously it's self self funding there's going to be there's going to be somewhat of a conflict of spring court is dealt pretty effectively answer it just goes to your question we do not use the word offset in the administrative record however the council at the time in the appeal made the argument that difficult to offset one and i mean it's this intellectual property base in the meantime how do you value that i mean that's difficult determination one way to value it is to make a determination of what it was and it's not six months because it was regular backups so if anything it's a few weeks and that can be done by sitting down with mr gomez to say how did you what did you do to make this final these were proposals to clients what did you do to make  if you can't figure out by looking at the proposal itself what i did well let's sit down and i'll recreate this and how much time is it going to take to recreate this and how much is it going to cost erickson to sit down do that very little they didn't go into that they didn't try to do that didn't try to understand what it was they didn't even ask what it was or have a can be created that shows that there was there was no value that was no concern about it they  got their final product that's all they care about there's and that's they didn't even take one step towards a decision to have discretion everet an agreement to return property is not a release a release is not an agreement to return a property those are two different things that's an additional term to require additional term something that has to be affirmatively done by someone else there must be something given in exchange nothing was giving in exchange that was to stop eriksson from saying  any other number of ways that you can just unilaterally add conditions that are not in the plan that are not a release you can't simply say this is a release and yes it adds a obligations but you said you would sign a release so that's the argument and that again is both jurisdictional and an abuse of discretion of the one thing i would say is we're not really when i heavily on the return property i understand that's not it if that was the only argument we would lose but just to clarify the their own documents do not require non tangible return of on the in the tangible items the confidentiality part says do not retain doesn't say return is only retained and that's on th