FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

MATTHEW PRICHARD,

Plaintiff-Appellant,

v.

METROPOLITAN LIFE INSURANCE

COMPANY; IBM LONG TERM

DISABILITY PLAN,

Defendants-Appellees.

No. 12-17355

D.C. No.

4:10-cv-03313-

SBA

OPINION

Appeal from the United States District Court

for the Northern District of California

Saundra B. Armstrong, District Judge, Presiding

Argued and Submitted

January 15, 2015—San Francisco, California

Filed April 21, 2015

Before: J. Clifford Wallace, Milan D. Smith, Jr.,

and Michelle T. Friedland, Circuit Judges.

Opinion by Judge Wallace
2 PRICHARD V. METROPOLITAN LIFE INS. CO.

SUMMARY*

ERISA

The panel vacated the district court’s judgment in an

action challenging an ERISA plan administrator’s decision to

deny the plaintiff long-term disability benefits.

The panel held that the district court erred in reviewing

the benefits denial for an abuse of discretion, rather than de

novo, when a Summary Plan Description conferred

discretionary authority upon the plan administrator but a

governing plan document in the form of an insurance

certificate did not. The panel remanded for the district court

to review the denial of benefits de novo.

COUNSEL

Scott Kalkin (argued), Roboostoff & Kalkin, San Francisco,

California, for Plaintiff-Appellant.

Rebecca Ann Hull (argued), Sedgwick LLP, San Francisco,

California, for Defendants-Appellees.

* This summary constitutes no part of the opinion of the court. It has

been prepared by court staff for the convenience of the reader.
PRICHARD V. METROPOLITAN LIFE INS. CO. 3

OPINION

WALLACE, Senior Circuit Judge:

Matthew Prichard appeals from the district court’s

judgment affirming Metropolitan Life Insurance Company’s

(MetLife) decision to deny him long-term disability benefits

under the long term disability plan of his employer, IBM. We

have jurisdiction over this appeal pursuant to 28 U.S.C.

§ 1291. Prichard argues that the district court erred in

reviewing MetLife’s decision for an abuse of discretion,

rather than de novo. He argues in the alternative that even if

the district court was correct in using the abuse of discretion

standard, MetLife abused its discretion here. We hold that the

district court should have reviewed MetLife’s decision de

novo, not for an abuse of discretion. We therefore vacate and

remand for the district court to review MetLife’s denial of

benefits de novo.

I.

Prichard was covered by IBM’s Long Term Disability

Plan (Plan), which was insured and administered by MetLife.

In January 2007, Prichard applied to MetLife for long term

disability benefits under the Plan. MetLife approved

Prichard’s claim based on psychiatric disability and applied

a retroactive start date of July 20, 2006. However, MetLife

determined that Prichard’s benefits period would be limited

to twenty-four months, a limitation the Plan applied to mental

or nervous disorders, among other disabilities.

On May 19, 2008, MetLife informed Prichard that his

benefits would soon expire. MetLife invited him to submit

medical information demonstrating that he suffered from
4 PRICHARD V. METROPOLITAN LIFE INS. CO.

“non-limited medical conditions” which would qualify him

to continue receiving benefits beyond the June 19, 2008,

limitation date. MetLife subsequently obtained and reviewed

Prichard’s updated medical records. However, MetLife

ultimately decided to terminate Prichard’s benefits on July

12, 2008, because insufficientmedical evidence supported the

existence of a continuing “disability,” as defined by the Plan.

After a series of unsuccessful appeals to MetLife for a

continuation of benefits under the Plan, Prichard brought this

action in district court under 29 U.S.C. § 1132(a)(1)(B).

The parties submitted cross motions for judgment under

Fed. R. Civ. P. 52(a), disputing the standard of review

applicable to MetLife’s decision to terminate benefits.

MetLife argued that the district court should review

MetLife’s decision for an abuse of discretion, while Prichard

argued that the district court should review it de novo. In

support of its argument for an abuse of discretion standard,

MetLife pointed to language in its Summary Plan Description

(SPD) that stated, “Plan fiduciaries shall have discretionary

authority to interpret the terms of the [Long-Term Disability]

Plan and to determine eligibility for and entitlement to [LongTerm Disability] Plan benefits.” Prichard countered by citing

the Supreme Court’s decision in CIGNA Corp. v. Amara,

131 S. Ct. 1866, 1877 (2011), which held that “the terms of

statutorily required plan summaries . . . may [not] be enforced

. . . as the terms of the plan itself.” Prichard argued that the

district court was required to review MetLife’s decision de

novo because Amara precluded MetLife from asserting the

SPD’s terms as those of the Plan, and no other Plan document

in the administrative record conferred discretionary authority

upon MetLife.
PRICHARD V. METROPOLITAN LIFE INS. CO. 5

In ruling on the parties’ cross-motions, the district court

observed that the choice of which standard of review to apply

“[d]epend[s] on the language of the ERISA plan at issue,”

because a court must review a denial of benefits de novo

“unless the benefit plan gives the administrator or fiduciary

discretionary authority to determine eligibility for benefits or

to construe the terms of the plan.” Firestone Tire & Rubber

Co. v. Bruch, 489 U.S. 101, 115 (1989). The district court

concluded that it should review MetLife’s denial of benefits

for an abuse of discretion because it found that the SPD was

the governing plan document and unambiguously granted

MetLife discretionary authority to determine benefit

eligibility. The district court then reviewed and affirmed

MetLife’s decision, concluding that MetLife did not abuse its

discretion in denying Prichard additional benefits.

II.

“We review de novo a district court’s choice and

application of the standard of review to decisions by

fiduciaries in ERISA cases.” Abatie v. Alta Health &Life Ins.

Co., 458 F.3d 955, 962 (9th Cir. 2006). However, we review

for clear error any findings of fact underlying the court’s

choice of the applicable standard of review. Id. A district

court must review a plan administrator’s denial of benefits de

novo “unless the benefit plan gives the administrator or

fiduciary discretionary authority to determine eligibility for

benefits.” Firestone, 489 U.S. at 115. MetLife bears the

burden of proving the Plan’s grant of such discretionary

authority. Thomas v. Or. Fruit Prods. Co., 228 F.3d 991, 994

(9th Cir. 2000).
6 PRICHARD V. METROPOLITAN LIFE INS. CO.

III.

Here, it is undisputed that the only document in the record

that confers discretionary authority upon MetLife is the SPD.

Prichard argues that after Amara, a grant of discretion located

only within an SPD (as opposed to a formal plan document)

is insufficient to warrant discretionary review. However,

MetLife argues that Prichard misapprehends the scope of the

Plan. According to MetLife, the SPD is the Plan (i.e., it is the

only formal Plan document), and therefore the SPD’s terms

warrant discretionary review.

ERISA defines the word “plan” as “an employee welfare

benefit plan or an employee pension benefit plan or a plan

which is both,” 29 U.S.C. § 1002(3), and it requires that a

“plan” “be established and maintained pursuant to a written

instrument,” id. § 1102(a)(1). An SPD, in contrast, is a

disclosure meant “to reasonably apprise [plan] participants

and beneficiaries of their rights and obligations under the

plan.” Id. § 1022(a).

Although it would seem “peculiar for a document meant

to ‘apprise’ participants of their rights ‘under the plan’ to be

itself part of the ‘plan,’” Amara, 131 S. Ct. at 1882 (Scalia, J.,

concurring), apparently, particularly in the context of health

plans, the SPD is sometimes argued to be the plan; that is, to

serve simultaneously as the governing plan document.

For certain types of plans, notably health

plans, plan sponsors frequently take a

“consolidated” approach to plan document

drafting where the plan document and the

SPD take the form of a single document. This

approach . . . stands in contrast to typical
PRICHARD V. METROPOLITAN LIFE INS. CO. 7

practice for lengthier retirement plans that

customarily have a separate SPD document

that is distributed . . . apart from the full plan

document . . . .

3 ERISA PRACTICE AND LITIGATION § 12:38. However, we

need not decide here whether we should treat differently

those cases in which the ERISA plan is alleged to have

embraced this so-called “consolidated” approach. The present

case, like Amara, is an “unconsolidated” case in which the

ERISA plan has both a governing plan document and an SPD.

Amara concerned an employer’s conversion of its

traditional pension plan into a cash balance plan. 131 S. Ct.

at 1870. The district found that the employer’s initial

descriptions of its post-conversion plan had been significantly

incomplete and misleading to employees. Id. at 1872. The

district court therefore ordered the terms of the plan reformed

to give the employees their pre-conversion plan benefits plus

their post-conversion plan benefits. Id. at 1875. The Second

Circuit affirmed. Amara v. CIGNA Corp., 348 F. App’x.

627 (2d Cir. 2009).

The Supreme Court vacated the district court’s

reformation because it concluded the reformation amounted

to an alteration of the plan’s governing documents. 131 S. Ct.

at 1876–77. The Court held that although ERISA section

502(a)(1)(B) allows a civil action to be brought by a plan

beneficiary “to recover benefits due to him under the terms of

his plan,” this statutory text gives a court power only to

enforce the terms of the plan, not to change them. Id. The

Solicitor General had argued that the district court wassimply

enforcing the plan’s terms as written, because the court’s

reformation tracked the SPD’s terms, and “the terms of the
8 PRICHARD V. METROPOLITAN LIFE INS. CO.

summaries [were] terms of the plan.” Id. at 1877. The Court

rejected this argument, however. Id. It held that “the summary

documents, important as they are, provide communication

with beneficiaries about the plan, but that their statements do

not themselves constitute the terms of the plan.” Id. at 1878.

For our purposes, it bears observing that Amara’s holding

assumes the existence of both an SPD and a written plan

instrument. That is, Amara addressed only the circumstance

where both a governing plan document and an SPD existed,

and the plan administrator sought to enforce the SPD’s terms

over those of the plan document. It did not address the

situation MetLife alleges exists here—that a plan

administrator seeks to enforce the SPD as the one and only

formal plan document.

We are aware that, since Amara, several federal courts

have stated that an SPD may constitute a formal plan

document, consistent with Amara,so long as the SPD neither

adds to nor contradicts the terms of existing Plan documents.

See, e.g., Eugene S. v. Horizon Blue Cross Blue Shield of

N.J., 663 F.3d 1124, 1131 (10th Cir. 2011) (“We interpret

Amara as presenting either of two fairly simple propositions,

given the factual context of that case: (1) the terms of the

SPD are not enforceable when they conflict with governing

plan documents, or (2) the SPD cannot create terms that are

not also authorized by, or reflected in, governing plan

documents. We need not determine which is the case here,

though, because the SPD does not conflict with the Plan or

present terms unsupported by the Plan; rather it isthe Plan.”).

MetLife would have us follow the reasoning of such courts

and hold that Prichard is bound by the terms of the SPD

because the SPD and the Plan allegedly “are one and the

same.”
PRICHARD V. METROPOLITAN LIFE INS. CO. 9

However, we need not accept MetLife’s suggestion

because here the SPD and the Plan are not “one and the

same.” MetLife’s theory is that the SPD is the only formal

plan document in the record. MetLife supports its theory

almost exclusively with the declaration of Mr. Zychowicz,

IBM’s manager of Health Benefits Delivery and Operations,

which states that “no . . . separate formal plan document

exists for the Plan . . . beyond the [SPD] booklet.” This

statement of IBM’s belief is insufficient in the face of

contrary indications in what appears to be the only plan

document in the record before us.

The only document in the record that contains a clear

indication that it is a Plan document is an insurance

certificate. It expressly states that the Plan consists only of

(1) “the Group Policy and its Exhibits, which include the

certificate(s)” (emphasis added); (2) “[IBM]’s application”;

and (3) “any amendments and/or endorsements to the Group

Policy.” The insurance certificate declares that those

documents constitute the “entire contract” between IBM and

MetLife, under which Prichard is provided insurance.

Conspicuously absent from this exclusive list is the SPD. We

have previously held that a Plan document’s integration

clause, which was “[p]lainly . . . intended to keep insureds . . .

from binding [the administrator] to promises made in

extraneous documents like the Benefit Summary,” also

precluded the administrator from binding insureds to the

Summary’s discretion-granting clause because “what is sauce

for the gander must be sauce for the goose.” Grosz-Salomon

v. Paul Revere Life Ins. Co., 237 F.3d 1154, 1161 (9th Cir.

2001) (internal quotation marks omitted). There is no reason

to depart from that principle here. We therefore limit our

analysis to the documents listed in the insurance certificate’s

integration clause.
10 PRICHARD V. METROPOLITAN LIFE INS. CO.

The insurance certificate omits any grant of discretion to

MetLife. Of course, the Plan in this case appears to consist of

more than just the insurance certificate. It is possible that

other official Plan documents outside the record contain

discretionary language. But, if so, it was MetLife’s burden to

place that evidence before the court. Thomas, 228 F.3d at

994. MetLife failed to do so, and we are confined to the

record before us.

MetLife would have us dismiss the insurance certificate

as containing nothing more than the “terms of the insurance

contract between MetLife and IBM,” under which IBM made

an election to have MetLife fund the Plan’s benefits.

According to MetLife, therefore, the insurance certificate

cannot constitute part of—or “supersede”—the terms of the

SPD.

However, the terms of the insurance certificate say

otherwise. The insurance certificate is issued to and written

for IBM’s employees and contains the Plan’s official terms

regarding disability benefits. The certificate’s opening page

reads: “MetLife . . . certifies that You are insured for the

benefits described in this certificate, subject to the provisions

of this certificate. This certificate is issued to You under the

Group Policy and it includes the terms and provisions of the

Group Policy that describe Your [disability] insurance”

(emphasis added). The insurance certificate defines “You and

Your” as “an employee who is insured under the Group

Policy for the insurance described in this certificate.” Thus,

contrary to MetLife’s assertions, the certificate contains the

Plan’s relevant “terms and provisions” and is clearly issued

to and written for IBM’s employees who are beneficiaries

under IBM’s long-term disability plan.
PRICHARD V. METROPOLITAN LIFE INS. CO. 11

The SPD, in contrast, is not part of the Plan’s “written

instrument.” Compare 29 U.S.C. § 1102(a)(1) with

§ 1022(a). Indeed, the SPD itself declares that “official plan

documents . . . remain the final authority” and “shall govern”

in the event the SPD’s terms conflict with those of official

Plan documents. Accordingly, the district court clearly erred

in finding that “the SPD, and not the insurance certificate,

constitutes the Plan document.”

Although the SPD in this case does indicate that MetLife

has discretionary authority, the Supreme Court has made

clear that statements made in SPDs “do not themselves

constitute the terms of the plan.” Amara, 131 S. Ct. at 1878.

Because the official insurance certificate contains no

discretion-granting terms, we will not, consistent with Amara,

hold that the SPD’s grant of discretion constitutes an

additional term of the Plan. Consequently, the district court

erred in applying the abuse of discretion standard of review.

We therefore vacate and remand for the district court to

review MetLife’s denial of benefits de novo.

VACATED AND REMANDED.