*

The Honorable Avern Cohn, United States District Judge for the Eastern District

of Michigan, sitting by designation.

NOT RECOMMENDED FOR FULL-TEXT PUBLICATION

File Name: 05a0223n.06

Filed: March 29, 2005

No. 04-3105

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

TRACEY D. LEE,

Plaintiff-Appellant,

 

v. ON APPEAL FROM THE

UNITED STATES DISTRICT

COURT FOR THE NORTHERN

DISTRICT OF OHIO

MBNA LONG TERM DISABILITY

& BENEFIT PLAN, et al.,

Defendants-Appellees.

__________________________________________/

BEFORE: MARTIN and GILMAN, Circuit Judges; and COHN, District Judge.

*

AVERN COHN, District Judge. This is a case under the Employment Retirement

Income Security Act (“ERISA”), 42 U.S.C. § 1001, et seq seeking long-term disability

(“LTD”) benefits. Plaintiff-Appellant Tracey D. Lee (“Lee”) appeals from (1) the district

court’s decision entering judgment in favor of Defendants-Appellees MBNA Long Term

Disability & Benefit Plans (“MBNA”), ING Benefit Claim Manager Duncanson & Holt
2

(“D&H”), and Security Life of Denver (“Security Life”) and (2) the district court’s order

denying Lee’s motion to supplement the administrative record. For the reasons that

follow, we AFFIRM the decisions of the district court.

I. BACKGROUND

A. The Framework of the Plan and Delegation of Authority

MBNA is the sponsor and administrator of the LTD plan at issue. MBNA

contracted with Security Life, an insurance company, to fund the LTD plan. The

insurance policy contains all of the essential provisions regarding the payment of LTD

benefits and is, for all intents and purposes, the LTD plan. There is no dispute that the

plan is governed by ERISA. The governing plan documents include the summary plan

description (“SPD”) and the insurance policy between MBNA and Security Life. As

administrator, MBNA retained discretionary authority to determine benefit eligibility. 

The SPD provides in part:

The Plan Administrators, or their delegates, have the exclusive

discretionary authority to operate and administer the benefit plans summarized in

this guide, and to determine all questions arising in connection with the plans. 

They also have the discretionary authority to construe the terms of the plans, to

decide all questions of eligibility and participation, and to determine benefit

amounts. The Plan Administrators’ decision on all such matters are final. Any

interpretation or determination made while carrying out their discretionary

authority will be upheld on judicial review, unless it is shown that the

interpretation or determination was an abuse of discretion.

The SPD further states that MBNA could delegate its discretionary authority and

the delegate(s) could re-delegate the discretionary authority:

The Plan Administrator periodically delegates discretionary authority in
1

Effective January 1, 2002, Integrated Disability Resources, Inc. (“IDR”)

purchased the assets and business operations of D&H and CSI. 

3

contracts, letter, and other documents. For example, discretionary authority may

be delegated to the claims administrators, insurers, and trustee listed on page 2, 4,

and 5 of this section, as well as their predecessors or successors. Delegates may

also assign their discretionary authority to others as allowed by the Plan

Administrator.

The insurance policy also conferred upon Security Life discretionary authority:

In making benefits determinations under the Policy, the Insurance Company

shall have the discretionary authority both to determine an individual’s eligibility

for benefits and to construe the terms of the Policy.

MBNA delegated its discretionary authority to administer the plan to D&H. 

Security Life later entered into an assumption agreement with SAFECO Life

Insurance Company, which assumed liability as insurer of the LTD plan in place of

Security Life. SAFECO and D&H in turn entered into a Group Long Term Disability

Reinsurance Agreement (“Reinsurance Agreement”) under which D&H is identified as

the Managing Agent for participating reinsurers, referred to as the American Disability

Reinsurance Underwriters Syndicate (“ADRUS”). SAFECO is identified as the insurer. 

Under a Claims Management Agreement attached as an appendix to the Reinsurance

Agreement, D&H, as agent for the reinsurers, designated Claims Service International,

Inc. (“CSI”) to perform “claims management services,” including determining benefit

eligibility.1

In order to qualify for LTD benefits, a claimant must meet the following definition

of disability:
4

Total Disability or Totally Disabled means during the elimination period [180

days] and the next 36 months of disability the insured is:

1. Unable to perform all of the material and substantial duties of his

occupation on a basis consistent with his regularly scheduled hours

(immediately prior to his disability) because of a disability:

a. caused by injury or sickness

b. that started while insured under this policy; and

2. After 36 months of benefits have been paid, the insured is unable to perform

with reasonable continuity all of the material and substantial duties of his

own or any other occupation for which he is or becomes reasonably fitted

by training, education, experience, age and physical and mental capacity.

B. Processing of Lee’s LTD Claim and Relevant Procedural History

1.

In 1997, MBNA Marketing Systems, Inc. (“MSI”) hired Lee as a part-time

Customer Service Satisfaction Specialist. MSI is a subsidiary of MBNA America, which

is in turn a subsidiary of MBNA. Lee’s duties included answering telephone calls,

preparing, reviewing, and approving customer requests for credit line increases,

processing incoming mail, and tracking incoming calls. She was also required to possess

strong written and oral communication skills, work in a high-volume environment, be

self-motivated, and identify and resolve customer concerns.

In February of 1998, Lee was hired full-time and became eligible for coverage

under MBNA’s benefit plan, which included short term disability (“STD”) and LTD

benefits. Relevant plan provisions are set forth and discussed below.

In December of 1998, Lee applied for and received STD benefits as a result of

fatigue, snoring, daytime somnolence, irregular heartbeat, and shoulder pain. Lee
2

Lee apparently challenged the termination of her STD benefits. However, the

matter was later resolved and is not the subject of this appeal.

5

returned to work at the end of March 1999. In September of 1999, Lee again applied for

STD benefits for sleep apnea, high blood pressure and shoulder problems. She received

these benefits until October 1999.2

 After Lee exhausted her leave under the Family

Medical Leave Act, she was placed on leave pending her application for LTD benefits.

On December 30, 1999, Lee completed an LTD claim form, on which CSI’s name

and address appears at the top. Lee described her disability as follows: “walking at night

unable to breath [sic] and cardiac distress several times weekly[,] extreme fatigue[,]

muscle weakness[,] unable to think clearly[,] began falling asleep behind the wheel of

auto each time driving.” MBNA completed its portion of the form outlining Lee’s job

duties on February 1, 2000, at which time it was submitted to CSI. Lee’s form was

accompanied by a physician’s statement of January 3, 2000 from her treating physician,

Dr. Chagin, who diagnosed “sleep apnea, HTN, chronic insomnia, possible narcolepsy.” 

He listed restrictions of “no driving” and “nothing involving concentration for prolonged

periods.”

It is undisputed that Lee’s alleged onset of disability, for purposes of LTD

benefits, is October of 1999.

On February 14, 2000, CSI identified itself as the claims advisory agent for

SAFECO, the LTD carrier for MBNA, and informed Lee that it had received her claim.

CSI also received the following medical documentation: treatment notes from Dr.
6

Chagin from February 1999 to February 14, 2000; treatment notes from Dr. Hershey, a

cardiologist, from June 1999 to October 5, 2000; and three of Lee’s STD forms. Dr.

Hershey’s records show that cardiac test results were essentially normal. Dr. Chagin’s

notes outline Lee’s several complaints over time, and include diagnosis of sleep apnea,

obesity, shoulder pain, chronic insomnia, fibromyalgia, and hypertension. None of Dr.

Chagin’s notes indicate that Lee’s sleeping difficulties prevent her from working.

On March 27, 2000, Trina Couture at CSI documented a phone call from Lee in

which she stated, inter alia, that her Continuos Positive Airway Pressure (“CPAP”)

machine was not working, she has trouble keeping it on at night, and she subconsciously

removes it.

On May 9, 2000, CSI, though Couture, referred Lee’s file to Dr. Barry Gendron, a

consulting physician specializing in rehabilitation and physical medicine. Dr. Gendron

completed a Memorandum dated May 14, 2000, in which he stated:

It is unclear what Ms. Lee’s alleged primary impairing condition is. There

is no objective medical evidence to corroborate attention/concentration deficits

related to sleep apnea syndrome. We also do not have the results of the sleep

study to review. I see no formal neuropsychiatric or psychiatric assessment of

cognitive capacity, nor do I see even a baseline mini-mental status exam

attempting to document cognitive function.

From the medical information available, I do not see adequate evidence

from 8/99 to present which would support complete impairment from a sedentary

occupation. It is entirely unclear why the claimant left work; her hypertension was

under fair control and her sleep apnea was apparently fairly longstanding. It is

unclear if her job/motivational issues have impacted her leaving work.

Dr. Gendron recommended obtaining results of the sleep study, as well as considering

contacting her attending physician to better understand her restrictions and limitations. 
7

Later in May, CSI received additional medical records relating to Lee’s sleep

apnea, insomnia, and possible narcolepsy. These records show that Lee was diagnosed

with sleep apnea in 1998. On November 18, 1998, Lee underwent a sleep study at Akron

General Medical Center at the direction of Dr. Chagin. The study documented

“prolonged sleep latency” of more than one hour and found “moderately severe”

obstructive sleep apnea. A repeat study was conducted on December 10, 1998 that

showed that Lee’s apnea was well controlled with the use of a CPAP device. 

On June 6, 2000, Dr. Gendron spoke with Dr. Chagin regarding Lee’s condition. 

The substance of the conversation is memorialized in a letter from Dr. Gendron to Dr.

Chagin, also dated June 6, 2000, which Dr. Chagin signed and returned. Dr. Chagin

indicated that he supported a period of disability from August 30, 1999 until September

30, 1999 relative to Lee’s hypertension. After that time, Dr. Chagin indicated that her

condition was well controlled and did not affect her job duties. They also discussed Lee’s

work restrictions, to which Dr. Chagin stated that Lee had been diagnosed in February of

1999 with left rotator cuff tendinitis and that a restriction of not lifting greater than ten

pounds was in place from February 1999 to August 1999. They did not discuss Lee’s

sleep apnea; either Dr. Gendron did not inquire about the condition and/or Dr. Chagin did

not mention it.

Also on June 6, 2000, Dr. Gendron completed a second Memorandum regarding

Lee’s condition. As to her sleep apnea, he stated that “[a]lthough comorbid conditions of

sleep apnea syndrome and possible narcolepsy are listed, the objected evidence show that
8

she is well controlled on 10 cms of water CPAP.” His summary of the condition noted

that her limitation was to wear a CPAP at night. He found no evidence limiting her

regarding her hypertension, tendinitis or fibromyalgia.

Based on this information, CSI denied Lee’s claim in a letter dated June 21, 2000. 

The letter discusses Lee’s treatment for hypertension and tendinitis, as well as the

conversation with Dr. Chagin; it does not mention Lee’s sleep apnea. Lee, through

counsel, appealed the decision. Counsel for Lee wrote CSI, agreeing that her

hypertension was not in and of itself disabling, but that Lee’s primary disability was

“sleep apnea” that had resulted in a decreased ability to concentrate, chronic fatigue, and

short-term memory loss. Counsel indicated that medical records from Dr. Chagin would

support her condition and would be forwarded to CSI. CSI agreed to hold the file open

for 30 days for receipt of the additional information. CSI, however, did not receive any

additional information. Accordingly, on September 29, 2000, CSI notified Lee that her

appeal was denied. The letter references the conversation between Dr. Chagin and Dr.

Gendron and states in part as follows:

Dr. Chagin did not indicate there were any work restrictions which would

carry forward with respect to the sleep apnea. The medical records reflect that

your client’s sleep apnea improved with treatment with the CPAP. There is no

indication that a new polysomnography was done showing that the CPAP

treatment from the previous polysomnogram of 12.10/98, which was effective in

controlling abnormalities, was no longer valid. Nor have we been provided with

any neuropsychological results outlining any cognitive impairments.

The letter further indicated that CSI would review any additional medical information

received within sixty days.
9

On October 2, 2000, Lee’s counsel advised CSI that he had requested a detailed

medical report from Dr. Chagin and would forward it to CSI. CSI, however, did not

receive such a report. 

More than seven months later, on May 17, 2001, CSI received a telephone call

from Lee’s new counsel requesting a copy of Lee’s claim file. On June 2, 2001, CSI

received a copy of a letter dated September 4, 2000 that Dr. Chagin wrote to Lee’s former

counsel. In that letter, Dr. Chagin stated:

Tracey Lee has been seen by me for persistent Hypertension, Chronic

Fatigue, Chronic Insomnia, Fibromyalgia and Sleep Apnea. Her sleep apnea most

likely is the causative problem for her other health concerns. She had persistent

symptoms from her sleep apnea even though she is equipped with a home CPAP

machine. She has seen a neurologist and is currently seeing an ear, nose, and

throat specialist. She continues to be aggravated by fatigue, headaches and stress. 

Tracey is seen periodically by me to monitor response to therapy. Should you

have need for further information, feel free to contact my office.

CSI also received the following information: treatment notes from Dr. Chagin

through July 19, 2001; the results of a sleep study performed by Dr. Raymond Salomone

on October 9, 2000; treatment notes from Dr. Frankie Roman, a sleep specialist, from

July 3, 2001 to November 2, 2001; and an affidavit of Kelly Bevington, Lee’s roommate,

a nursing assistant. These records show that the sleep study by Dr. Salomone reported

“moderately severe obstructive sleep apnea,” which was treated adequately with the use

of a CPAP. It also recommended that other alternatives, such as a different device or

surgery, could be explored if Lee continued to have problems. Dr. Roman performed a

sleep study in July 2001. The results showed “no clinically significant snoring or sleep
10

related disturbance, abnormal decreased architecture with severely decreased sleep

efficiency ....” It also stated that “if the clinical suspicion for obstructive sleep apnea

remains high, ...[Lee should] return to the sleep center for a repeat polysomnogram after

correcting the difficulty initiating and maintaining sleep.” None of Dr. Roman’s or Dr.

Chagin’s treatment notes indicate any restriction on Lee’s ability to work. However, Dr.

Roman wrote a letter dated November 2, 2001 in which he opined:

Ms. Tracey Lee has been disabled as defined by her employer’s guidelines

since August 1999 when she left work to the present. She has been unable and is

still unable to perform the substantial and material duties of her regular occupation

as a clerk. Furthermore, I am pessimistic that there will be dramatic improvement

in the near future. Nonetheless we will continue to work with Ms. Lee and her

other healthcare providers towards improving her overall condition.

On October 30, 2001, Dr. Gendron telephoned Dr. Salomone to discuss the

October 9, 2000 sleep study. The substance of the conversation was confirmed in a letter

of the same date written by Dr. Gendron and signed and returned by Dr. Salomone. Dr.

Salomone confirmed the results of the sleep study that Lee had “moderately severe

obstructive sleep apnea” that was controlled with a CPAP. He stated he did not believe

based on the study that Lee was precluded from engaging in a sedentary occupation, such

as Lee’s job as customer satisfaction specialist. Dr. Salomone stated the only restriction

he would impose would be that Lee not perform shift work, work around dangerous or

heavy equipment, or be employed as a bus or truck driver. 

Dr. Gendron attempted to contact Dr. Chagin to obtain information regarding his

letter to Lee’s former counsel and the statement in the June 22, 2000 letter following their
11

conversation in which he opined that Lee could return to work after October 5, 1999. Dr.

Chagin, however, did not respond. Dr. Gendron submitted additional Memoranda of his

review of the medical evidence on November 1, 2001 and December 27, 2001, in which

he essentially concluded that Lee was not disabled. He noted that the data from Dr.

Roman comes nearly two years following Lee’s disability onset of August 1999 and in his

opinion was not supportive of a finding of disability as of August 1999. 

On February 20, 2002, CSI informed Lee of its decision to uphold the denial of

benefits. Five days later, Lee filed the instant action, claiming a wrongful denial of

benefits and a breach of fiduciary duty under ERISA.

2.

At a case management conference on July 15, 2002, Lee claimed to have new

evidence supporting her claim for LTD benefits as of August 1999. The district court

ordered Lee to submit the evidence to CSI for review and a final decision. Lee submitted

the following additional information: treatment notes from Dr. Deborah Reed, a

neurologist; a letter dated August 14, 2002 from Adele Webb; and a letter dated August

19, 2002 from Dr. Roman. Lee claimed to be disabled since August of 1999 based on

newly discovered evidence of a brain lesion. Most of Dr. Reed’s studies were normal or

unremarkable. However, a May 14, 2002 MRI of the brain noted a “single high signal

intensity lesion within the anterior aspect of the basal ganglia measuring 5 mm.” The

radiologist indicated that the lesion was “non specific and may be related to ischemia or

demyelination.” Dr. Reed diagnosed, among other things, sleep apnea and memory
12

problems. Webb, a registered nurse specializing in AIDS care, submitted a letter which

indicated she reviewed Lee’s file (it does not appear that she saw Lee) and opined:

Based on the appearance and exacerbation of symptoms since 1988 and the

failure of conventional therapies to alleviate Ms. Lee’s health concerns, it is

probable that this brain lesion occurred on or around April 1998, the date of the

onset of her symptoms.

Dr. Reed’s August 19, 2002 letter stated that he had recently reviewed Lee’s old

medical records and opined that Lee’s “brain lesion probably existed in 1998 and

contributed to her ongoing problems.” He stated that Lee continued “to have cognitive

dysfunction with decreased attention span, poor concentration and excessive daytime

sleepiness.” 

Based on this information, CSI requested a review of Lee’s file by Dr. David

Webster, an independent medical expert who is board certified in psychiatry and

neurology. On October 7, 2002, Dr. Webster submitted a report in which he stated that he

agreed with Dr. Reed’s diagnosis of pseudodementia, but did not agree with the

radiologist’s assessment of the brain lesion as being ischemic or demyelinating based on

its location, noting that such lesions are not uncommon in smokers or those with

hypertension, such as Lee. He also opined, contrary to Webb and Dr. Roman, that it was

“physiologically impossible” for the lesion to be responsible for her sleep symptoms

because lesions in the basal ganglia are not involved in sleep disorders or cognitive

disorders. He also disputed the assertion that all of her symptoms appeared in 1998, as

Webb suggested. Dr. Webster further stated that it was impossible to determine when the
13

lesion occurred. He also stated that there was no medical evidence to suggest that Lee

was sufficiently impaired from performing her occupation as of August 1999.

On October 15, 2002, CSI determined that Lee was not entitled to LTD benefits as

of August 1999 and therefore again denied her claim. 

3.

A second status conference was held on October 30, 2002, where the district court

permitted Lee to depose Dr. Chagin and Dr. Gendron. The case was later transferred to

the docket of another district judge.

Lee filed a motion for a bench trial on her claim for benefits and a jury trial on her

claim for breach of fiduciary duty. MBNA and D&H, together with Security Life, filed

separate motions to dismiss and for entry of judgment on the administrative record. D&H

and Security Life filed a motion to strike Lee’s references in her briefs to materials

outside the administrative record, including the depositions of Drs. Chagin and Adams,

certain items “taken from the Internet,” and references to the facts of a reported case. The

district court granted in part and denied in part the motion, noting that the deposition of

the doctors were permitted by the district court to establish Lee’s argument regarding a

conflict of interest.

Faced with the voluminous filings, on June 12, 2003, the district court ordered that

no further motions would be entertained without leave of court. On June 16, 2003, Lee

moved to file a favorable decision from the Social Security Administration (“SSA”)

issued on June 7, 2003. The district court denied the motion on the grounds that it was
14

not part of the administrative record. Lee moved for reconsideration, which was also

denied. 

On December 30, 2003, the district court issued an opinion denying Lee’s motion

for a bench trial and a jury trial and granting defendants’ motions for entry of judgment

on the administrative record. The district court found that Lee’s ERISA claim for breach

of fiduciary duty failed as a matter of law, that she had not pled a state-law claim for

breach of fiduciary duty, that the arbitrary and capricious standard of review applied,

there was no conflict of interest, and CSI did not act arbitrarily or capriciously in denying

her LTD claim.

Lee appeals from the district court’s December 30, 2003 order as well as its order

denying her motion to file her favorable SSA decision.

II. ANALYSIS

A. Standard of Review

This court reviews a decision of a district court in an ERISA benefits case de novo. 

Gatlin v. National Healthcare Corp., 248 F.3d 1148 (6th Cir. 2001) (citing Paul Revere

Life Ins. Co. v. Brock, 28 F.3d 551, 553 (6th Cir. 1994)).

B. Whether there was a proper delegation of claims authority to CSI

Lee argues that there was an improper delegation of discretionary authority by

defendants that, as a result, requires that this Court review her claim de novo.

It is well established that an ERISA fiduciary may delegate its fiduciary

responsibilities to either another named fiduciary or a third party if the plan establishes
3

This section provides in part:

the instrument[s] under which a plan is maintained may expressly provide for

procedures ... for named fiduciaries to designate persons other than named

fiduciaries to carry out fiduciary responsibilities.

15

procedures for such delegation. See 29 U.S.C. § 1105(c)(1).3 In Madden v. ITT Long

Term Disability Plan, 914 F.2d 1279, 1283 (9th Cir. 1990), the court rejected the

plaintiff's position that a delegate of such authority was not entitled to the same

discretionary review as (admittedly) was the original named fiduciary. Rather, the court

held that where a named fiduciary with discretionary authority “properly designates

another fiduciary,” then discretionary review “applies to the designated ERISA-fiduciary

as well as to the named fiduciary.” Id. at 1283-84. See also Bayer v. Holcroft/Loftus,

Inc., 769 F. Supp. 225, 229 (E.D. Mich. 1991) (“[t]he same arbitrary and capricious

standard applies even though [original administrator] delegated to [designee] its duty of

interpreting the Plan as to benefits”).

Here, the plan provisions set forth above clearly show that MBNA, as plan

administrator and fiduciary, had the authority to delegate its fiduciary responsibilities and

that its delegates could in turn re-delegate their authority provided MBNA “allowed” the

re-delegation. The record shows that MBNA delegated its claims administration function

to D&H that in turn delegated it to CSI. Lee says this was improper for several reasons. 

Lee first argues that D&H was not a fiduciary at all because it is a life and health

reinsurance company and a managing agent of ADRUS and its members and therefore

could not have delegated its authority. Lee cites no authority for this argument and
16

indeed there is no authority that states that an entity such as D&H cannot be a fiduciary. 

Lee next argues that the delegation from D&H to CSI was improper because there

are no documents indicating MBNA’s authorization of the delegation to CSI. This

argument also fails. There is nothing in ERISA that requires a re-delegation be in

writing; what is required is, if delegation is desired, that the instrument provide for the

delegation procedures. See 29 U.S.C. § 1105(c)(1). Here, the plan documents set forth

such a procedure – the plan administrator may delegate its authority “in contracts, letters,

and other documents” and “delegates may also assign their discretionary authority to

others as allowed by the Plan Administrators.” Thus, while a delegation from the MBNA

to another entity may be evidenced in a contract, letter, or other document, there is no

similar provision for a re-delegation. The only requirement is that the re-delegation be

“allowed” by MBNA. MBNA clearly “allowed” the delegation as evidenced by MBNA

submitting claim forms to Lee bearing CSI’s name and the communications between CSI,

Lee, and MBNA in the record regarding her claim. Thus, rather than establishing a

procedural irregularity, as Lee seems to suggest, the record shows that the procedure for

delegation and re-delegation used here was entirely consistent with relevant plan

provisions. Again, a delegation need not be in writing if the plan does not call for a

writing. See Hensley v. Northwest Permanente P.C. Ret. Plan & Trust, 258 F.3d 986, 998

(9th Cir. 2001) (noting that delegation of discretionary authority under an ERISA plan

need not be in writing where plan did not require delegation to be in writing). Thus, the

delegation from D&H to CSI was not improper or in violation of ERISA.
17

Lee also argues that the delegation from D&H to CSI was not a delegation of 

discretionary authority, and therefore CSI was not truly a fiduciary, because the

delegation language only said CSI would perform “claims management services.” Lee,

however, provides no authority for her argument, nor is there any provision in ERISA that

requires that delegations of discretionary authority contain certain operative, or magical,

language. 

Finally, the caselaw upon which Lee relies is distinguishable. In Rubio v. Chock

Full O’Nuts Corp., 254 F. Supp. 2d 413 (S.D.N.Y. 2003), the plan expressly provided

that only the employer’s board of directors or a committee appointed by the board could

interpret the benefit plan and determine eligibility. Because the plan did not allow for

further delegation, the court held that the claimant was entitled to de novo review. Here,

as stated above, the plan allowed for delegation and re-delegation. In Doe v. Travelers

Ins. Co., 971 F. Supp 623, 635 (D. Mass. 1997), the court found that the entity that

actually decided the plaintiff’s benefits claim was “concealed” and therefore de novo

review applied. That clearly is not the case here. Lee was well aware of CSI. 

In short, because the delegation of discretionary authority was proper, Lee is not

entitled to de novo review of her claim on this ground. The district court did not err in

concluding the same.

C. What is the appropriate standard of review for CSI’s decision

Because we conclude that Lee is not entitled to de novo review based on an alleged

improper delegation, or on the allegation that CSI was not a proper fiduciary, the only
4

 To the extent that Lee argues she is entitled to a bench trial on her ERISA claim,

this argument lacks merit. It is well settled in this Circuit that denial of benefit claims are

decided in accordance with the procedure set forth in Wilkins v. Baptist Healthcare Sys.

Inc., 150 F.3d 609, 618-19 (6th Cir. 1998), which requires the district court to render

findings of fact and conclusions of law based on the administrative record; there is no

provision for a bench trial.

5

The SPD states that judicial review will be for “an abuse of discretion,” which, for

practical purposes, essentially confers an arbitrary and capricious standard of review. 

18

issue remaining regarding the standard of review requires an examination of the plan

documents to determine whether CSI was granted discretionary authority.4

 As noted

above, the plan conferred upon the plan administrator the authority to determine benefits

and construe the terms of the plan. The language of the SPD is sufficient to invoke the

arbitrary and capricious standard of review.5

 See Firestone Tire & Rubber Co. v. Bruch,

489 U.S. 101, 115 (1989); Miller v. Metro. Life Ins. Co., 925 F.2d 979, 983 (6th Cir.

1991). 

The arbitrary and capricious standard is the “least demanding form of judicial

review.” Admin. Comm. of the Sea Ray Employees Stock Ownership and Profit Sharing

Plan v. Robinson, 164 F.3d 981, 989 (6th Cir. 1999). A decision regarding eligibility for

benefits is not arbitrary and capricious if the decision is “rational in light of the plan’s

provisions.” Daniel v. Eaton Corp., 839 F.2d 263, 267 (6th Cir. 1988). See also Yeager

v. Reliance Standard Life Ins. Co., 88 F.3d 376, 381 (6th Cir. 1996). Stated differently,

“[w]hen it is possible to offer a reasoned explanation, based on the evidence, for a

particular outcome, that outcome is not arbitrary or capricious.” Davis v. Kentucky
19

Finance Cos. Retirement Plan, 887 F.2d 689, 693 (6th Cir. 1989) (internal quotation

marks and citation omitted). See also Perez v. Aetna Life Ins. Co., 150 F.3d 550, 555 (6th

Cir. 1998) (en banc).

D. Whether CSI was operating under a conflict of interest

Lee argues that CSI was operating under a conflict of interest because it was acting

for the interests of certain reinsurers (Allianz, a member of ANDRUS) and SAFECO who

were ultimately responsible for paying Lee’s benefits. Lee also says that a conflict exists

because CSI was the agent for D&H, which in turn was the managing agent for ADRUS. 

Lee is correct that if a conflict of interest exists, this factor must be taken into

account in determining whether the decision to deny benefits was arbitrary or capricious. 

See Miller, 925 F.2d at 984. 

Here, SAFECO assumed Security Life’s liability under the MBNA LTD plan via

an assumption reinsurance agreement. CSI itself was not responsible for paying benefits. 

Moreover, as the district court noted, even if D&H is affiliated with CSI, CSI, not D&H,

decided the claim and D&H delegated it discretion to CSI. Thus, there does not appear to

be a conflict of interest under the circumstances. See Krause v. Modern Group, Ltd., 156

F. Supp. 2d 437 (E.D. Pa. 2000) (holding that a similar relationship where CSI was

delegated claims authority did not create a conflict of interest).

Regardless, even assuming, arguendo, that CSI was operating under a conflict of

interest vis-a-vis its relationship with D&H, SAFECO, and ANDRUS, this is only a factor

to be considered. As will be explained, CSI did not abuse its discretion in denying Lee’s
20

claim. This conclusion is not altered even if CSI was acting under a conflict of interest.

E. Whether CSI’s decision was correct under

the appropriate standard of review

The next issue, which really forms the heart of this appeal, is whether CSI’s

decision denying Lee’s claim for LTD benefits was arbitrary and capricious. It is

important to note that in order to be eligible for benefits, Lee must show that she met the

definition of disability under the plan as of her onset date of August 1999.

Regarding this, Lee first argues that CSI erred because it failed to give sufficient

weight to the opinions of Dr. Roman, her treating physician. “Generally, when a plan

administrator chooses to rely upon the medical opinion of one doctor over that of another

in determining whether a claimant is entitled to ERISA benefits, the plan administrator's

decision cannot be said to have been arbitrary and capricious because it would be possible

to offer a reasoned explanation, based upon the evidence, for the plan administrator's

decision.” McDonald v. Western-Southern Life Ins. Co., 347 F.3d 161, 169 (6th Cir.

2003) (citing Black & Decker Disability Plan v. Nord, 123 S. Ct. 1965 (2003)). Under

Nord, CSI was not required to give Dr. Roman’s opinion any special weight. Moreover,

CSI had the opinions from Dr. Salomon and Dr. Webster who both found that Lee’s sleep

apnea did not preclude her from working at her former occupation. Under these

circumstances, CSI was free to favor these opinions over Dr. Roman’s without being

found to have acted arbitrarily. 

It is notable that Lee focuses only on the evidence of her sleeping disorders, and
21

problems in concentration stemming therefrom, as the basis for her disability. Thus, the

evidence relating to her hypertension and tendinitis will not be discussed, as it is assumed

and confirmed by the record that these conditions were not disabling.

As to her sleep apnea, the record contains conflicting evidence of whether or not it

is disabling. Notable also is Dr. Chagin’s altering opinion of Lee’s sleep condition. In

June 2000, he said in his conversation with Dr. Gendron that Lee’s only work restriction

was related to her tendinitis. Lee characterizes this conversation as one in which Dr.

Gendron “snookered” or “actively deceived” Dr. Chagin into not discussing Lee’s sleep

problems. This contention is difficult to support in light of the fact that Dr. Chagin signed

the letter prepared by Dr. Gendron memorializing the conversation, indicating his

agreement. Dr. Chagin knew the purpose of the conversation was to discuss Lee’s

restrictions and ability to work and that Dr. Gendron was reviewing her file for that

purpose. Certainly, it would appear that if Dr. Chagin believed that Lee’s sleep apnea

affected her ability to work, it would have been logical for him to so inform Dr. Gendron. 

Then, just months later, in September 2000, Dr. Chagin stated that Lee’s sleep apnea is

the cause of her other health problems, but he does not state that she is disabled and he

failed to point to any medical evidence. Dr. Chagin’s January 25, 2002 letter

affirmatively stated that Lee has been disabled since August 1999 and that Lee suffers

from sleep apnea. Again, Dr. Chagin did not point to any medical evidence in support. 

Moreover, the results of the sleep studies fail to establish that CSI acted arbitrarily

or capriciously. The December 1998 and October 2000 sleep studies were closer in time
22

to Lee’s onset date and both demonstrated her condition was controlled with a CPAP. Dr.

Salomon opined following the October 2000 study that Lee was not precluded from

sedentary work. The fact that CSI credited these studies over Dr. Roman’s opinion,

which was conducted years after her onset date, was not arbitrary. 

As to her brain lesion, the record was also conflicting on whether it was a cause of

her sleep apnea and when it first manifested. In light of the conflicting evidence, CSI was

not arbitrary in crediting Dr. Webster’s opinion over than of Dr. Roman and Webb. 

Having carefully reviewed the record, we agree with the district court that CSI’s

decision to deny Lee’s claim for LTD benefits was not arbitrary or capricious in light of

the medical evidence and plan provisions. CSI’s decision was the result of a reasoned

process that considered all of the medical evidence. Indeed, CSI afforded Lee several

opportunities to submit additional evidence and reviewed all the evidence she submitted. 

It is important to note that the issue is not whether Lee suffers from any medical

conditions, but rather whether CSI’s determination that Lee’s medical conditions did not

meet the definition of disability under the plan was arbitrary and capricious.

F. Whether Lee stated a claim for breach of fiduciary duty under 

ERISA and state law

Lee also argues that the district court erred in finding that Lee failed to state a

claim for breach of fiduciary duty under ERISA and state law. The district court

dismissed Lee’s breach-of-fiduciary duty claim under ERISA and found that she failed to

allege a breach-of-fiduciary duty claim under state law.
23

Lee claimed a breach of fiduciary duty under ERISA, 29 U.S.C. §§ 1109 and

1132(a)(3). Section 1109 deals with liability for breach of fiduciary duty and provides

that: 

 Any person who is a fiduciary with respect to a plan who breaches any of

the responsibilities, obligations, or duties imposed upon fiduciaries by this

subchapter shall be personally liable to make good to such plan any losses

to the plan resulting from each such breach ... and shall be subject to such

other equitable or remedial relief as the court may deem appropriate,

including removal of such fiduciary .... 

29 U.S.C. § 1109(a). Section 1132(a)(3) provides that a civil action may be brought: 

 [B]y a participant, beneficiary, or fiduciary (A) to enjoin any act or

practice which violates any provision of this subchapter or the terms of the

plan, or (B) to obtain other appropriate equitable relief (i) to redress such

violations or (ii) to enforce any provisions of this subchapter or the terms

of the plan. 

29 U.S.C. § 1132(a)(3).

The Supreme Court limited the relief afforded by § 1132(a)(3) to plan participants

or beneficiaries are not able to avail themselves of other remedies under § 1132. See

Varity Corp. v. Howe, 516 U.S. 489, 512 (1996). In Wilkins, supra, this Circuit adopted

the reasoning of Varity and noted that § 1132(a)(1)(B) already provides a remedy for a

claimant who alleges that his benefits were wrongly denied; such a claimant does not

have an additional claim for breach of fiduciary duty pursuant to § 1132(a)(3). Wilkins,

150 F.3d at 615. It is clear that an ERISA claimant may not recharacterize a denial of

benefits claim as a claim for breach of fiduciary duty. See id. at 616 (citing Varity, 516

U.S. at 514-15). 
24

Here, Lee had a cause of action for denial of benefits under § 1132(a)(1)(B). Lee

cannot also characterize CSI’s denial of LTD benefits as a breach of fiduciary duty. 

Moreover, because Lee has not shown any improper delegation of fiduciary authority by

MBNA and D&H, her breach of fiduciary duty claim arising out of this allegation must

fail. 

As to a claim under state law, the district court examined Lee’s Fourth Amended

Complaint and found no affirmative allegations that would constitute a discrete claim for

breach of fiduciary duty under state law. We agree. The only possible reference to state

law in the complaint is contained in her jurisdictional statement that “if this court lacks

subject matter under ERISA, [it has] supplemental jurisdiction under 28 U.S.C. § 1367.” 

Later in the complaint, Lee makes a reference to defendants acting in bad faith, but does

not refer to state law. Indeed, Lee states her claims are “to recover benefits, for injunctive

relief, and for breach of fiduciary duty under ERISA.” Lee simply did not plead a statelaw breach-of-fiduciary duty claim. Although Lee cites Fed. R. Civ. P. 1 and argues that

her complaint should be liberally construed in the interests of justice, there is no basis for

construing her clearly drawn ERISA complaint as alleging a claim under state law.

Moreover, even if Lee had pled a state-law breach-of-fiduciary duty or bad-faith

claim, it would have failed as a matter of law as preempted under ERISA. ERISA

preempts “any and all state laws insofar as they may now or hereafter relate to any

employee benefit plan [governed by ERISA].” 29 U.S.C. § 1144(a). The Supreme Court

and this Circuit have clearly held that a state-law claim for breach of fiduciary duty
25

and/or bad faith are preempted. See Pilot Life Ins. v. Dedeaux, 481 U.S. 41 (1985)

(holding that bad faith claim arising out of failure to pay benefits was preempted under

ERISA); 

See Smith v. Provident Bank, 170 F.3d 609, 612-13 (6th Cir. 1999) (holding that

“[c]ommon law breach of fiduciary duty claims are clearly preempted by ERISA.”)

G. Whether the district court was correct in not allowing 

Lee to submit a favorable decision of the SSA

Lee argues that the district court erred in not permitting her to file a favorable

decision from the SSA awarding her Social Security benefits. The district court ruled that

the decision could not be made a part of the record because it clearly was not part of the

administrative record at the time of its decision. The district court was entirely correct. It

is settled that a court’s review is limited to the evidence before the plan administrator as

contained in the administrative record. See Wilkins, 150 F.3d at 516. Because this

evidence is not part of the administrative record, it cannot be considered. Second, the fact

Lee was awarded Social Security benefits under the SSA's rules does not necessarily

mean that she was disabled under the plan’s definition of disability. See Whitaker v.

Hartford Life and Accident Ins. Co., ___ F.3d ___, 2005 WL 147076 (6th Cir. Jan. 24,

2005). Thus, even if Lee’s favorable SSA decision was part of the administrative record,

CSI would not be bound by it and the decision would likely not support a finding that

CSI’s denial of benefits was arbitrary or capricious.

III. CONCLUSION
26

For the reasons stated above, we AFFIRM the decisions of the district court.