FOR PUBLICATION



### UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT

DAVID WIT; NATASHA WIT; BRIAN MUIR; BRANDT PFEIFER,
on behalf of the Estate of his deceased wife, Lauralee Pfeifer; LORI FLANZRAICH, on behalf of her daughter Casey Flanzraich; CECILIA HOLDNAK, on behalf of herself, her daughter Emily Holdnak; GARY

ALEXAND ER, on his own behalf and on behalf of his beneficiary son, Jordan Alexander; CORINNA KLEIN; DAVID HAFFNER, on
behalf of themselves and all others similarly situated,

Plaintiffs

- Appellees,

LINDA TILLITT; MARY JONES,

Intervenor

- Plaintiffs

Appellees,

v.

UNITED BEHAVIORAL HEALTH,

Defendant

- Appellant. Nos. 20

- 17363

21

- 15193

D.C. No. 3:14

- cv

02346

- JCS

OPINION2 W IT V

. U NITED B EHAVIORAL H EALTH

GARY ALEXANDER, on his own behalf and on behalf of his beneficiary son, Jordan Alexander; CORINNA KLEIN; DAVID HAFFNER, on
behalf of themselves and all others similarly situated,

Plaintiffs

- Appellees,

MICHAEL DRISCOLL,

Intervenor

- Plaintiff

Appellee,

v.

UNITED BEHAVIORAL HEALTH,

Defendant

- Appellant. Nos. 20

- 17364

21

- 15194

D.C. No. 3:14

- cv

05337

- JCS

Appeal from the United States District Court
for the Northern District of California Joseph C. Spero, Magistrate Judge, Presiding

Argued and Submitted August 11, 2021 San Francisco, California

Filed January 26, 2023W IT V

. U NITED B EHAVIORAL H EALTH 3

Before: Morgan Christen and Danielle J. Forrest, Circuit Judges, and Michael M. Anello, * District Judge.

Opinion by Judge Anello

SUMMARY **

Employee Retirement Income Security Act

The panel affirmed in part and reversed in part the district court’s judgment finding United Behavioral Health (“UBH”) liable, and awarding declaratory and injunctive relief, to classes of plaintiffs who were beneficiaries of

ERISA -gov erned health benefit plans for which UBH was
the claims administrator.

Plaintiffs submitted health plan coverage requests, which
UBH denied. Plaintiffs brought claims under ERISA for breach of fiduciary duty and improper denial of benefits,
based on a th eory that UBH improperly developed and relied on internal guidelines that were inconsistent with the terms of the class members’ plans and with state

- mandated
criteria. The parties stipulated to a sample class, from which they submitted a sample of health insurance plans. Plaintiffs alleged that the plans provided coverage for treatment consistent with generally accepted standards of ca r e

* The Honorable Michael M. Anello, United States District Judge for the Southern District of California, sitting by designation.

** This summary constitutes no part of the opinion of the court. It has been prepared by court staff for the convenience of the reader.4 W IT V

. U NITED B EHAVIORAL H EALTH

(“GASC”) or were governed by state laws specifying certain criteria for making coverage or medical necessity
determina tions. Plaintiffs alleged that UBH’s Level of Care Guidelines and Coverage Determination Guidelines for making these determinations were more restrictive than
GASC and were also more restrictive than state

- mandated
criteria.

The district court certified three classes, conducted a bench trial, and entered judgment in plaintiffs’ favor, concluding that UBH breached its fiduciary duties and wrongfully denied benefits because UBH’s Guidelines impermissibly deviated from GASC and state

- mandated
criteria. The district court issued declaratory and injunctive relief, directed the implementation of court

- determined claims processing guidelines, ordered “reprocessing” of all
class members’ claims in accordance with the new guidelines, and appointed a special maste r to oversee compliance for ten years.

The panel held that plaintiffs had Article III standing to bring their claims. The panel held that plaintiffs sufficiently alleged a concrete injury as to their fiduciary duty claim because UBH’s alleged fiduciary vi olation presented a material risk of harm to plaintiffs’ interest in their
contractual benefits. Plaintiffs also alleged a concrete injury as to the denied of benefits claim because they alleged a
harm

— the arbitrary and capricious adjudication of benefits
claims

— that presented a material risk to their interest in fair adjudication of their entitlement to their contractual
benefits. Further, plaintiffs alleged a particularized injury as to both claims because the Guidelines materially affected each plainti ff. Finally, plaintiffs’ alleged injuries were “fairly traceable” to UBH’s conduct.W IT V

. U NITED B EHAVIORAL H EALTH 5

The panel reversed the part of the district court’s class certification order certifying plaintiffs’ denial of benefits
claims as class actions. The panel held that plain tiffs’ “reprocessing” theory, seeking reprocessing of their benefits claims under proper guidelines, was a use of the class action procedure to expand or modify substantive rights provided by ERISA, in violation of Fed. R. Civ. P. 23 and the Rules Enabling Act, 28 U.S.C. § 2072(b).

UBH did not appeal the portion of the district court’s judgment finding that the UBH Guidelines were impermissibly inconsistent with state

- mandated criteria, and that portion of the district court’s decision therefore
remained in tact.

UBH did argue on appeal that the district court erred in concluding that the Guidelines improperly deviated from GASC and that the district court did not apply an appropriate level of deference to UBH’s interpretation of the ERISA plans. The panel concluded that the district court did not clearly err in finding that UBH had a structural conflict of interest in serving a dual role as plan administrator and insurer, and that UBH also had a financial conflict because it was incentivized to keep benefi t expenses down. The panel held, however, that these findings did not excuse the district court from reviewing UBH’s interpretation of the plans for an abuse of discretion. The panel held that, even assuming the conflicts of interest found by the distric t court warranted heavy skepticism against UBH’s interpretation, UBH’s interpretation did not conflict with the plain language of the plans. Accordingly, the district court erred by substituting its interpretation of the plans for UBH’s interpretation. T he panel reversed the district court’s judgment that UBH wrongfully denied benefits to the named plaintiffs based upon the court’s finding that the Guidelines6 W IT V

. U NITED B EHAVIORAL H EALTH

impermissibly deviated from GASC. The panel held that the district court also erred in its judgm ent on plaintiffs’ breach of duty claim, which also relied heavily on the district court’s conclusion that the Guidelines impermissibly
deviated from GASC.

Finally, the panel held that the district court erred when
it excused unnamed class members from dem onstrating compliance with the plans’ administrative exhaustion requirement. The panel held that when an ERISA plan does not merely provide for administrative review but, as here, explicitly mandates exhaustion of such procedures before bringing suit in f ederal court and, importantly, provides no exceptions, application of judicially created exhaustion exceptions would conflict with the written terms of the plan. Accordingly, to the extent that any absent class members’ plans required exhaustion, the dist rict court erred in excusing the failure to satisfy such a contractual requirement.

In sum, the panel held that plaintiffs had Article III standing to bring their breach of fiduciary duty and improper denial of benefits claims pursuant to 29 U.S.C. §§ 112( a)(1)(B) and (a)(3). And the district court did not err in certifying three classes to pursue the fiduciary duty
claim. However, because plaintiffs expressly declined to make any showing, or seek a determination of, their entitlement to benefits, permitt ing plaintiffs to proceed with their denial of benefits claim under the guise of a “reprocessing” remedy on a class

- wide basis violated the Rules Enabling Act. Accordingly, the panel affirmed in part and reversed in part the district court’s class certifi cation
order. On the merits, the panel held that the district court erred in excusing absent class members’ failure to exhaust administrative remedies as required under the plans. TheW IT V

. U NITED B EHAVIORAL H EALTH 7

district court also erred in determining that the Guidelines improperl y deviated from GASC based on its interpretation that the plans mandated coverage that was coextensive with

GASC. Therefore, the panel reversed the judgment on plaintiffs’ denial of benefits claim. To the extent the judgment on plaintiffs’ breach of fidu ciary duty claim was based on the district court’s erroneous interpretation of the plans, it was also reversed. The panel affirmed in part, reversed in part, and remanded for further proceedings.

COUNSEL

Miguel A. Estrada (argued), Geoffrey M. Sigler, Lucas C. Townsend, and Matthew S. Rozen, Gibson Dunn & Crutcher LLP, Washington, D.C.; April N. Ross, Cromwell & Morning LLP, Washington, D.C.; Jennifer S. Romano and Andrew Holmer, Cromwell & Moring LLP, Los Angeles, California; Nathaniel P. Bualat and Th omas F. Koegel, Crowell & Moring LLP, San Francisco, California; for
Defendant -Appellant

Caroline E. Reynolds (argued), David A. Reiser, and Andrew N. Goldfarb, Zuckerman Spaeder LLP, Washington, D.C.; D. Brian Hufford, Jason S. Cowart, Zuckerman Spaeder L LP, New York, New York; Adam Abelson, Zuckerman Spaeder LLP, Baltimore, Maryland; Peter K. Stris, Stris & Maher LLP, Los Angeles, California; Meiram Bendat, Meiram Bendat, Santa Barbara, California;
for Plaintiffs

- Appellees.

Michael B. Kimberly and Sara P. Hogarth, McDermott Will & Emery LLP, Washington, D.C.; Joshua B. Simon, Warren Haskel, and Richard Diggs; McDermott Will & Emery LLP,8 W IT V

. U NITED B EHAVIORAL H EALTH

New York, New York; for Amicus Curiae America’s Health
Insurance Plans Inc.

Andrew J. Pinc us, Archis A. Parasharami, and Daniel E. Jones, Mayer Brown LLP, Washington, D.C.; Avi M. Kupfer, Mayer Brown LLP, Chicago, Illinois; Daryl Joseffer and Jennifer B. Dickey, United States Chamber Litigation Center Inc, Washington, D.C.; for Amicus Curiae th e Chamber of Commerce of the United States of America.

Joana S. McCallum, Manatt Phelps & Phillips LLP, Los Angeles, California; Joseph E. Laska, and Nathaniel A. Cohen, San Francisco, California; for Amicus Curiae
Association for Behavioral Health and Wel lness.

Aaron M. Panner and Eric J. Maier, Kellogg Hansen Todd Figel & Frederick PLLC, Washington, D.C.; Alison L. Andersen, ArentFox Schiff LLP, Washington, D.C.; Jack R. Bierig and Neil Lloyd, ArentFox Schiff LLP, Chicago, Illinois; Wendy Qiu, Holland & K night LLP, Los Angeles, California; for Amici Curiae American Psychiatric Association, American Medical Association, California Medical Association, Southern California Psychiatric Society, Northern California Psychiatric Society, Orange County Psychiatric Society, Central California Psychiatric Society and San Diego Psychiatric Society.

Melissa Moore and Stephen Silverman, Senior Attorneys; Jeffrey Hahn, Counsel for Litigation; G. William Scott, Associate Solicitor for Plan Benefit Security; Elena
Goldstei n, Acting Solicitor of Labor; United States Department of Labor, Office of the Solicitor, Plan Benefits Security Division, Washington, D.C.; for Amicus Curiae Secretary of Labor.W IT V

. U NITED B EHAVIORAL H EALTH 9

Ari Dybnis and Martine N. D’Agostino, Deputy Attorney Generals; Karli Eisen berg, Supervising Deputy Attorney General; Renu R. George, Senior Assistant Attorney General; Rob Bonta, Attorney General of California, Office of the Attorney General, Oakland, California; for Amicus
Curiae State of California.

Kevin Costello, Center for Health Law & Policy Innovation, Harvard Law School, Cambridge, Massachusetts; Abigail K. Coursolle and Elizabeth Edwards, National Health Law Program, Los Angeles, California; for Amici Curiae National Health Law Program, et al.

Sarah W. Rice, Deputy, Publ ic Protection Bureau; Maria R. Lenz, Assistant Attorney General; Peter F. Neronha, Attorney General; Rhode Island Office of the Attorney General, Providence, Rhode Island; Thomas Ryan, Assistant Attorney General; Clare Kindall, Solicitor General; William

T ong, Attorney General of Connecticut, Office of the Attorney General, Hartford, Connecticut; Sarah A. Hunger, Deputy Solicitor General; Kwame Raoul, Attorney General of Illinois, Office of the Illinois Attorney General, Chicago, Illinois; for Amici Curiae states of Rhode Island, Connecticut, and Illinois.10 W IT V

. U NITED B EHAVIORAL H EALTH

OPINION

ANELLO, District Judge:

United Behavioral Healt h (“UBH”) appeals from the district court’s judgment finding it liable to classes of Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq. (“ERISA”) plaintiffs under 29 U.S.C. §§ 1132(a)(1)(B) and (a)(3), as well as several pre

- and post

trial orders, including class certification, summary judgment, and a remedies order. UBH contends on appeal
that Plaintiffs lack Article III standing, and that the district court erred at class certification and trial in several respects. We have jurisdiction pursuant to 28 U.S.C. § 1291

, and we reverse in part

.
I

UBH is one of the nation’s largest managed healthcare organizations. It admin isters insurance benefits for mental
health conditions and substance use disorders for various commercial health benefit plans. In this role, UBH processes coverage requests made by plan members to determine whether the treatment sought is covered under t he respective plans. UBH retains discretion to make these coverage determinations “for specific treatment for specific members based on the coverage terms of the member’s plan.”

Individually named plaintiffs David and Natasha Wit, Brian Muir, Brandt Pfe ifer, Lori Flanzraich, Cecilia Holdnak, Gary Alexander, Corinna Klein, David Haffner, Linda Tillitt, and Michael Driscoll (collectively, “Plaintiffs”) are all beneficiaries of ERISA

- governed health benefit plans for which UBH was the claims administrator.W IT V

. U NITED B EHAVIORAL H EALTH 11

Plaintiffs all submitted coverage requests, which UBH
denied.

Plaintiffs initiated this action on behalf of three putative classes, asserting, at issue here, two claims against UBH. The first is for breach of fiduciary duty pursuant to 29 U.S.C. § 1132(a)(1)(B) and “to the extent the injunctive relief Plaintiffs seek is unavailable under that section, they assert the claim under 29 U.S.C. § 1132(a)(3)(A).” Second, Plaintiffs brought an improper denial of benefits claim under 29 U.S.C. §§ 1132(a)(1)(B) and (a)(3)(B). Both of Plaintiffs’ claims hinge on a theory that UBH improperly developed and relied on internal guidelines that were
inconsistent with the terms of the class members’ plans and
with state

- mandated criteria

. 1

Among the individually named Plaintiffs, there are ten different ERISA plans

. Among the class members, there may be as many as 3,000 different plans. The Parties stipulated to a sample class of 106 members, fro m which they submitted a sample of health insurance plans (the “Plans”). Plaintiffs alleged that the Plans provided coverage for treatment consistent with generally accepted standards of care (“GASC”) or were governed by state laws specifying
certain criteria for making coverage or medical necessity
determinations

. Some of the p lans administered by UBH were fully insured plans where UBH served a dual role as a plan administrator and insurer, both authorized to determine
the benefits owed and responsible for paying such benefits.

The Plans provide that a precondition for coverage is that
treatment be consistent with GASC. The Plans contain

1 Plaintiffs also alleged that UBH developed the Guidelines to benefit its
self

- serving financial interests in breach of its fiduciary duties.12 W IT V

. U NITED B EHAVIORAL H EALTH

additional conditions and exclusions, and Plaintiffs did “not dispute that a service that is consistent with [GASC] may, nonetheless, be excluded from coverage under a particular class member’s plan.” For example, s ome p lans may exclude “[s]er vices that extend beyond the period necessary for evaluation, diagnosis, the application of evidence

- based treatments, or crisis intervention to be effective .” Some

p lans also may require that the service be the “least costly
alternative.” The Plans grant UBH discretion to interpret
the se various terms and determine whether a requested
service is covered. To assist with the process of making these determinations, UBH develop ed internal guidelines used by UBH’s clinicians in making coverage
determinations

. These guidelines include the challenged
Level of Care Guidelines and Coverage Determination Guidelines (“Guidelines”). The Level of Care Guidelines
are used for p lans that limit coverage to medically necessary
services. The Coverage Determination Guidelines are used
for p lans not containing a medica l necessity requirement.

Plaintiffs alleged that these Guidelines were more restrictive than GASC and were also more restrictive than

state

- mandated criteria for making medical

- necessity or coverage determinations. Plaintiffs further alleged that UBH breached its fiduciary dut ies to act solely in the interests of the participants and beneficiari es to develop coverage criteria consistent with GASC

. UBH also allegedly breached its fiduciary duties by develop ing guidelines
in consistent with criteria explicitly mandated by state laws.
Plaintiffs also contended UBH breached its duties by promulgat ing self

- serving, cost

- cutting g uidelines that are
more restrictive than the Plans

. As to their denial of benefits claim, Plaintiffs argued that UBH violated ERISA by improperly denying Plaintiffs benefits based on itsW IT V

. U NITED B EHAVIORAL H EALTH 13

Guid elines , which are more restrictive than the Plans or criteria mandated by state laws.

Plaintiffs sought certification of three proposed classes
as to both claims : (1) the Wit Guideline Class; (2) the Wit State Mandate Class; and (3) the Alexander Guideline Class.
The Wit Guideline Class was defined as :

Any member of a health benefit plan governed by ERISA whose request for coverage of residential treatment services for
a mental illness or substance use di sorder was denied by UBH, in whole or in part, on or after May 22, 2011, based upon UBH’s Level of Care Guidelines or UBH’s Coverage
Determination Guidelines.

The Wit Guideline Class excludes members
of the Wit State Mandate Class , as defined
below.

The Wit State Mandate Class was defined as:

Any member of a fully

- insured health benefit plan governed by both ERISA and the state law of Connecticut, Illinois, Rhode Island or Texas, whose request for coverage of
residential treatment services for a subst ance use disorder was denied by UBH, in whole or in part, [ within the Class period ] , based upon
UBH’s Level of Care Guidelines or UBH’s Coverage Determination Guidelines and not upon the level

- of

- care criteria mandated by the applicable state law

. . . .14 W IT V

. U NITED B EHAVIORAL H EALTH

Th e Alexander Guideline Class was defined as:

Any member of a health benefit plan governed by ERISA whose request for coverage of outpatient or intensive outpatient
services for a mental illness or substance use disorder was denied by UBH, in whole or in

par t, on or after May 22, 2011, based upon

UBH ’ s Level of Care Guidelines or UBH ’ s Coverage Determination Guidelines.

The Alexander Guideline Class excludes any member of a fully insured plan governed by
both ERISA and the state law of Connecticut, Illinois, Rhode Island or Texas, whose request for coverage of intensive outpatient treatment or outpatient treatment related to a
substance use disorder

.

The classes differ in that the Wit S tate M andate C lass
include s members whose denial of benefits was based on
UBH’s Guidelines and not on state

- mandated level

- of

- care criteria

. The Guideline classes include members whose
denials were based on the Guidelines and not on the terms of
the Plans. The Wit Guideline Class included members who requested coverage of residential treatment services,
whereas the Alexander Guideline Class included members who requested coverage of outpatient or intensive outpatient
services.

For their breach of fiduciary duties claim, Plaintiffs sought injunctive and declaratory relief. As to their denialW IT V

. U NITED B EHAVIORAL H EALTH 15

of benefits claim , Plaintiffs sought reprocessing of their
claims 2 and argued :

Individual circumstances are . . . irrelevant to [this claim]

. Plaintiffs are not asking this
Court to determine whether Class members
were owed benefits or whether UBH should be ordered to cause its plans to pay such benefits. Rather, Plaintiffs seek a reprocessing remedy, which stems directly from their allegation that UBH used an arbitrary process, premised on fatally flawed Guidelines, to deny their requests for coverage. For that reason, Plaintiffs need not prove at trial that UBH reached the wrong outcome in every single one of its coverage
determinations

.

Plain tiffs also asserted at the class certification hearing that their denial of benefits claim was “a process claim .”
Plaintiffs stipulated that “if the case is certified as a class
case” then “additional theories ” requiring “ individualized inquiries as to why UBH’s denials of the named Plaintiffs’ claims for benefits were wrongful” would “not be part of this

case.”

2 Plaintiffs relatedly sought a declaration that UBH’s denial of benefits was improper and an order for UBH to apply the new guidelines in processing future claims.16 W IT V

. U NITED B EHAVIORAL H EALTH

On September 19, 2016, the district court granted Plaintiffs’ motion to certify these classes. 3 In its order, the
district court stated :

Of particular significance is the fact that
Plaintiffs do not ask the Court to make
determinations as to whether class members

were actually entitled to benefits (which would require the Court to consider a
multitude of individualized circumstances relating t o the medical necessity for coverage and the specific terms of the member ’ s plan).

Beginning October 16, 2017, the district court held a ten

day bench trial. The district court

, in its post

- trial findings
of fact and conclusions of law

, relied upon Plaintiffs’ representations that their denial of benefits claim was a “process claim” only , stating “Plaintiffs stipulated at the class certification stage of the case that they do not ask the
Court to make determinations as to whether individ ual class members were actually entitled to benefits . . . . Rather, they assert only facial challenges to the Guidelines.”

The district court entered judgment in Plaintiffs’ favor, concluding that UBH breached its fiduciary duties and wrongfully denied benefits because the Guidelines impermissibly deviated from GASC and state

- mandated
criteria

. The district court also found that financial

3 The district court later issued an order partially decertifyin g the class to exclude class members who successfully appealed their coverage
denials

, members who were initially improperly included because of a “flaw in the method used to identify class members,” and to modify the
Illinois State Mandate Class period

.W IT V

. U NITED B EHAVIORAL H EALTH 17

incentives infected UBH’s Guideline development process

, particularly where the Guidelines “were riddled with requi rements that provided for narrower coverage than is
consistent with” GASC

. Based on these findings, t he district

court concluded that UBH breached its fiduciary duty to comply with P lan terms and breached its duties of loyalty
and care “by adopting Guidelines that are unreasonable and
do not reflect” GASC

. It also held that UBH improperly
denied Plaintiffs benefits by relying on its restrictive
Guidelines that were inconsistent with the P lan term s and
state law.

The parties had stipulated, and the district court found,
that the Plans gave UBH discretion ary authority to create tools, such as the Guidelines, to facilitate interpret ation and
administration of the Plans. But the district court viewed UBH’s interpretation with “significant sk epticism” because
it found that UBH had a financial conflict of interest and a structural conflict of interest as a dual administrator and
insurer for some p lans

. Ultimately, the district court held that UBH’s interpretation embodied in the Guidelines was unreasonable and an abuse of discretion.

In its extensive Findings of Fact and Conclusions of Law, the district court excused any unnamed class members for failing to exhaust their administrative remedies under the Plans despite acknowledging evidence that “some class
members who did not exhaust available adminis trative remedies were required under their Plans to exhaust those remedies before they could bring a legal action against

UBH.” The district court cited to one of the sample plans, which states: “You cannot bring any legal action against us
to recover rei mbursement until you have completed all the
steps [described in the plan]. ” The district court further
found that exhaustion would have been futile.18 W IT V

. U NITED B EHAVIORAL H EALTH

The district court issued declaratory and injunctive relief, directed the implementation of court

- determ ined claims processing guidelines, ordered “reprocessing” of all class members’ claims in accordance with the new guidelines, and appointed a special master to oversee compliance for ten

years.

II

ERISA is a federal statute designed to regulate “employee benefit plan[s].” 29 U.S.C. § 1003(a). Congress enacted ERISA “to promote the interests of employees and their beneficiaries in employee benefit plans,” Shaw v. Delta Air Lines, Inc. , 463 U.S. 85, 90 (1983), “by setting out substantive regulatory requirements for employee benefit plans and to ‘provid [ e ] for appropriate remedies, sanctions, and ready access to the Federal courts,’” Aetna Health Inc.
v. Davila , 542 U.S. 200, 208 (2004) (alteration in original) (quoting 29 U.S.C. § 1001(b)). “The purpose of ERISA is to provide a uniform regulatory regime over employee benefit plans.” Id.

ERISA does not “require[] employers to establish employee benefits plans.” Lockheed Corp. v. Spink , 517 U.S. 882, 887 (1996). “Nor does ERISA mandate what kind of benefits employers must provide if they choose to have such a plan.” Id. (first citing Shaw , 463 U.S. at 91; and then citing Alessi v. Raybestos

- Manhattan, Inc. , 451 U.S. 504, 511 (1981)). Rather, ERISA “ensure [ s ] that employees will not be left empty

- handed once employers have guaranteed them
certain benefits.” Id. The Supreme Court has “recognized that ERISA represents a ‘careful balancing between ensuring fair and prompt enforcement of rights under a plan and the encouragement of the creation of such plans.’” Conkright v.

Frommert , 559 U.S. 506, 517 (2010) (quoting Aetna Health

,W IT V

. U NITED B EHAVIORAL H EALTH 19

542 U.S. at 215). “Congress sought ‘to create a system that is [not] so complex that administrative costs, or litigation

e xpenses, unduly discourage employers from offering [ERISA] plans in the first place.’” Id. (alterations in original) (quoting Varity Corp. v. Howe , 516 U.S. 489, 497 (1996)). “ERISA ‘induc[es] employers to offer benefits by assuring a predictable set of liabilities, under uniform standards of primary conduct and a uniform regime of
ultimate remedial orders and awards when a violation has
occurred. ’” Id. (alteration in original) (quoting Rush Prudential HMO, Inc. v. Moran , 536 U.S. 355, 379 (2002)

, overruled in part on other grounds by Ky. Ass’n of Health
Plans v. Miller , 538 U.S. 329 (2003) ).

Accordingly, 29 U.S.C. § 1132(a) “set [ s ] forth a comprehensive civil enforcement scheme.” Aetna Health

, 542 U.S. at 208 (2004) (quoting Pilot Life Ins. Co. v

. Dedeaux , 481 U.S. 41, 54 (1987), overruled in part on other grounds by Miller , 538 U.S. 329).

III

UBH argues that Plaintiffs lacked Article III standing to bring their claims because: (1) Plaintiffs did not suffer concrete injuries; and (2) Plaintiffs did not show proof of benefits denied, and so they cannot show any damages
traceable to UBH’s Guidelines. We disagree. We review de
novo the district court’s determination that Plaintiffs have Article III standing. See Spinedex Physical Therapy USA Inc. v. United Healthcare of Ariz., Inc. , 770 F.3d 1282, 1288 (9th Cir. 2014).

To establish standing under Article III, “a plaintiff must show (i) that he suffered an injury in fact that is concrete, particularized, and actual or imminent; (ii) that the injury was likely caused by the defendant; and (ii i) that the injury20 W IT V

. U NITED B EHAVIORAL H EALTH

would likely be redressed by judicial relief.” TransUnion
LLC v. Ramirez , 141 S. Ct. 2190, 2203 (2021) (citing Lujan v. Defs. of Wildlife , 504 U.S. 555, 560

– 61 (1992)). “If ‘the plaintiff does not claim to have suffered an injury that the defendant caused and the court can remedy, there is no case or controversy for the federal court to resolve.’” Id. (quoting Casillas v. Madison Ave. Assocs., Inc. , 926 F.3d 329, 333 (7th Cir. 2019)).

To determine whether a statutory violation caused a concrete injury, we ask: “(1) whether the statutory provisions at issue were established to protect [the plaintiff’s] concrete interests (as opposed to purely procedural rights), and if so, (2) whether the specific procedural violations alleged in this ca se actually harm, or present a material risk of harm to, such interests.” Patel v. Facebook, Inc. , 932 F.3d 1264, 1270

– 71 (9th Cir. 2019) (alteration in original) (quoting Robins v. Spokeo, Inc. , 867 F.3d 1108, 1113 (9th Cir. 2017)).

A

We find Plaintiffs sufficiently alleged a concrete injury

as to their fiduciary duty claim

. ERISA’s core function is to “protect contractually defined benefits,” US Airways, Inc. v.
McCutchen , 569 U.S. 88, 100 (2 013) (quoting Mass

. Mut

. Life In s

. Co. v. Russell , 473 U.S. 134, 148 (1985)), and UBH’s alleged fiduciary violation presents a material risk of
harm to Plaintiffs’ interest in their contractual benefits, see Ziegler v. Conn

. Gen

. Life Ins

. Co ., 916 F.2d 548, 551 (9th Cir. 1990) (“Congress intended to make fiduciaries culpable
for certain ERISA violations even in the absence of actual injury to a plan or participant.”). Under the fiduciary duties section of ERISA, a fiduciary has a duty to administer plans “solely in the interest of the participants and beneficiaries . .W IT V

. U NITED B EHAVIORAL H EALTH 21

. with . . . care, skill, prudence, and diligence,” and “in accordance with the documents and instruments governing the plan.” 29 U.S.C. § 1104(a). Plaintiffs alleged that UBH
admin istered their Plans in UBH’s financial self

- interest and
in conflict with Plan term s. T his presents a material risk of
harm to Plaintiffs’ ERISA

- defined right to have their
contractual benefits interpreted and administered in their
best interest and in ac cordance with their Plan terms

. Their alleged harm further includes the risk that their claims will
be administered under a set of Guidelines that impermissibly narrows the scope of their benefits and also includes the present harm of not knowing the scope of the coverage their Plans provide. The latter implicates Plaintiffs’ ability to make informed decisions about the need to purchase alternative coverage and t he ability to know whether they are paying for unnecessary coverage.

We also find Plaintiffs alleged a concrete injury as to the
denial of benefits claim. As explained, ERISA protects contractually defined benefits, see McCutchen , 569 U.S. at

100

. Plain tiffs alleged a harm

— the arbitrary and capricious adjudication of benefits claims

— that presents a material risk to their interest in fair adjudication of their entitlement to
their contractual benefits. Plaintiffs need not have demonstrated that they were , or will be, entitled to benefits to allege a concrete injury. See CIGNA Corp. v. Amara , 563 U.S. 421, 424

– 25 (2011); cf. Ne. Fla. Chapter of Associated Gen. Contractors of Am. v. City of Jacksonville , 508 U.S.

656 , 666 (1993) (“When the government erects a barrier that
makes it more difficult for” someone “to obtain a benefit” a plaintiff challenging “the barrier need not allege that he
would have obtained the benefit but for the barrier in order to establish standing”)

.22 W IT V

. U NITED B EHAVIORAL H EALTH

B

W e also find that Plaintiffs alleged a particularized injury

as to both claims

. “For an injury to be ‘particularized,’ it ‘must affect the plaintiff in a personal and individual way.’” Spokeo, Inc. v. Robins , 578 U.S. 330, 339 (2016) (citation omitted)

, as revised (May 24, 2016)

. Plaintiffs’ alleged injuries are particularized because the Guidelines are applied
to the contractual benefits afforded to each individual class
member. The fact that Plaintiffs did not ask the court to
det ermine whether they were individually entitled to benefits does not change the fact that the Guidelines materially
affected each Plaintiff. Cf. Thole v. U.S. Bank N.A. , 140 S. Ct. 1615 (2020) (holding no injury where alleged ERISA
violations had no effect on plaintiffs’ defined benefit plan ).

Finally, Plaintiffs’ alleged injuries are “fairly traceable”
to UBH’s conduct. An injury is “fairly traceable” where
there is a causal connection between the injury and the defendant’s challenged conduct. Lujan , 504 U.S. at 560. Plaintiffs’ alleged injuries are fairly traceable to UBH’s
conduct because their interest in the proper interpretation of their contractual benefits, inability to know the scope of coverage under their Plans, and denial of coverage requests, are all connected to UBH’s alleged conduct of improperly developing Guidelines in its own self

- interest and using
those improper Guidelines in denying Plaintiffs’ coverage
requests.

IV

UBH also appeals from the district court’s class
certifica tion order. The district court’s class certification
decision is reviewed for an abuse of discretion. Pulaski & Middleman, LLC v. Google, Inc. , 802 F.3d 979, 984 (9th Cir. 2015). A district court abuses its discretion when its rulingW IT V

. U NITED B EHAVIORAL H EALTH 23

is based “on an erroneous view of the law.” Id. (citation omitted). W e review de novo the district court’s interpretation of ERISA. See Shaver v. Operating Eng’rs

Loc

. 428 Pension Tr. Fund , 332 F.3d 1198, 1201 (9th Cir. 2003). UBH argues that the district court erred in certifying
the three classes based on Plaintiffs ’ “novel reprocessing theory” because Rule 23 of the Rules of Civil Procedure and the Rules Enabling Act , 28 U.S.C. § 2072(b)

, forbid using the class action procedure to expand or modify substantive right s

. As to Plaintiffs’ denial of benefits claim, we agree. 4

“[T]he Rules Enabling Act forbids interpreting Rule 23 to ‘abridge, enlarge or modify any substantive right.’” Wal

Ma rt Stores, Inc. v. Dukes , 564 U.S. 338, 367 (2011) (quoting 28 U.S.C. § 2072(b)). We must therefore begin
with the ERISA statute to determine Plaintiffs’ substantive rights

. As discussed above, the purpose of ERISA is to “ provide
a uniform regulatory regime over employee benefit plans.”
Aetna Health , 542 U.S. at 208. Accordingly, 29 U.S.C. § 1132(a) “set [ s ] forth a comprehensive civil enforcement
scheme ” for accomplishing the overall purposes of ERISA.
Id. (quoting Dedeaux , 481 U.S. at 54). Two provisions are particularly relevant: § 1132(a)(1)( B ) and § 1132(a)(3).
Under § 1132(a)(1)(B), “[i]f a participant or beneficiary

4 UBH’s Rule 23 argument in its Opening Brief disputed class certification only on the grounds that Plaintiffs facially challenged the Guidelines and have asserted a “novel reprocessing theory” to advance
their denial of benefits claim on a class

- wide basis. This argument does not implicate a Rules Enabling Act issue as to the fiduciary duty claim. Thus, we deem any challenge to certification of the breach of fiduciary duty claim forfeited , and our analysis leaves class certification as to that

c laim intact.24 W IT V

. U NITED B EHAVIORAL H EALTH

believes that benefits promised to him under the terms of the plan are not provided, he can bring sui t seeking provision of those benefits. A participant or beneficiary can also bring suit generically to ‘enforce his rights’ under the plan, or to clarify any of his rights to future benefits.” Id. at 210 ( quoting 29 U.S.C. § 1132(a)(1)(B)). Because the remedy provided under § 1132(a)(1)(B) is to recover benefits or to enforce or clarify rights under the plan, a remand to the
administrator for reevaluation is a means to th e ultimate remedy. See Vizcaino v. Microsoft Corp. , 120 F.3d 1006,

10 08 , 101 3

– 1 5 (9th Cir. 1997) (remanding for reevaluation of plaintiffs ’ rights under p lan pursuant to § 1132(a)(1)(B)’s right to enforce the p lan terms

, where plaintiffs “sought a determination that they were entitled to participate in the plan benefits” ); see also Saffle v. Sierra Pac. Power Co. Bargaining Unit Long Term Disability Income Plan , 85 F.3d 455, 4 58, 460

– 61 (9th Cir. 1996) (remanding for reevaluation to determine whether plaintiff was entitled to benefits under § 1132(a)(1)(B) where plaintiff fi led suit for
benefits due ); Patterson v. Hughes Aircraft Co. , 11 F.3d 948,

949

– 51 (9th Cir. 1993) ( similar ). A plaintif f asserting a
claim for denial of benefits must therefore show that she may
be entitled to a positive benefits determination if outstand ing
factual determination s were resolved in her favor. See , e.g. , Saffle , 85 F.3d at 460

– 61 ; Patterson , 11 F.3d at 951

. Here, there are numerous individualized questions involved in determining P laintiffs’ entitlement to benefits given the varying Guidelines that apply to their claims and their
individual medical circumstances

. To avoid the
individualized i nquiry involved in ass essing whether

P laintiffs may be entitled to benefits under the Plan terms,

P laintiffs framed their denial

- of

- benefits claims as seeking a procedural remedy only

.W IT V

. U NITED B EHAVIORAL H EALTH 25

Simply put, reprocessing is not truly the remedy that

P laintiffs seek, it is the means to the remedy that they seek.

But Plaintiffs expressly disclaimed the actual remedy
available to them and narrowed their theory of liability under § 1132(a)(1)(B) in an attempt to satisfy Rule 23’s commonality requirement

. Yet here, the district court found that “reprocessing” itself was an appropriate class

- wide remedy for Plaintiffs’ denial of benefits claim under § 1132(a)(1)(B)

. The district

court abused its discretion in accepting th e erroneous legal
view that reprocessing is itself a remedy under § 1132(a)(1)(B) independent from the express statutory remedies that Congress created , justifying class treatment

. See Russell , 473 U.S. at 146 (“The . . . carefully integrated civil enforcement provisions found in § 502(a) of the statute as finally enacted, however, provide strong evidence that Congress did not intend to authorize other remedies that it simply forgot to incorporate expressly .”)

. Doing so improperly allowed Plaintiffs to use Rule 23 as a vehicle for enlarging or modifying their substantive rights where
ERISA does not provide reprocessing as a standalone remedy. See Dukes , 564 U.S. at 367

. The district court found that the r eprocessing remedy could alternatively fall under § 1132(a)(3)

. This also was an abuse of discretion. Section 1132(a)(3) is a “catchall” provision to offer appropriate equitable relief for injuries that § 1132 does not otherwise remedy

. Varity , 516 U.S. at 511

– 12, 5 1 5; see also Moyle v. Liberty Mut. Ret. Benefit Plan

, 823 F.3d 948, 959 (9th Cir. 2016)

, as amended on denial of
reh ’ g and reh ’ g en banc (Aug. 18, 2016)

. Where the alleged injury is improper denial of benefits

, “a claimant may not bring a claim for denial of benefits under § 1132(a)(3) when a claim under § 1132(a)(1)(B) will afford adequate relief.”26 W IT V

. U NITED B EHAVIORAL H EALTH

Castillo v. Metro. Life Ins. Co.

, 970 F.3d 1224, 1229 (9th
Cir. 2020 ). The issue here is that Plaintiffs have expressly
disclaimed a remedy under § 1132(a)(1)(B) by declining to show that reprocessing might allow any plaintiff or class
member to recover benefits. But as discussed above,
Plaintiffs cannot modify their ERISA rights to obtain the benefits of proceeding as a class action under Rule 23

. See
Dukes , 564 U.S. at 367.

Further, “[a]n individual bringing a claim under § 1132(a)(3) may seek ‘ appropriate equi table relief, ’ which
refers to ‘ those categories of relief that, traditionally speaking ( i.e. , prior to the merger of law and equity) were typically available in equity. ’ ” Castillo , 970 F.3d at 1229 (quoting CIGNA Corp. v. Amara , 563 U.S. 421, 439 (2011) ). Plaintiffs and the district court did not explain or refer to precedent showing how a “reprocessing” remedy constitutes relief that was typically available in equity. Consequently, the district court erred in concluding that “reprocessing” was an available remedy under 29 U.S.C. § 1132(a)(3).

T he district court abused its discretion in certifying
Plaintiffs’ denial of benefits claims as class actions

. Therefore, w e reverse th is part of the district court ’s class
certification order

.
V

Turning to the merits of Plaintiffs’ claims, UBH challenges the district court’s final judgment, arguing that
the dis trict court erred in concluding that the UBH Guidelines improperly deviated from GASC

, and the district court did not apply an appropriate level of deference to UBH’s interpretation of the Plans

. As an initial matter, UBH did not appeal the portion s of the district court’s judgment finding the Guidelines were impermissibly inconsistent withW IT V

. U NITED B EHAVIORAL H EALTH 27

state

- mandated criteria. T his portion of the district court’s
decision therefore remain s intact.

As discussed above, ERISA does not “mandate what kind of benefits employers must provide.” Black & Decker Disability Plan v. Nord , 538 U.S. 822, 833 (2003) (quoting
Lockheed , 517 U.S. at 887). ERISA “focus[es] on the written terms of the plan” which “in short, [are] at the center
of ERISA.” Heimeshoff v. Hartford Life & Acc ident Ins.
Co. , 571 U.S. 99, 108 (2013). The question then is not whether ERISA mandates consistency with GASC

— it d oes

not

— but whether UBH properly administered the Plans
pursuant to the Plan terms. See id.

“Where the benefit plan gives the administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe the terms of the plan, we ordinarily review the plan administrator’s decisions for an abuse of
discretion.” Schikore v. BankAmerica Supp l. Ret. Plan , 269 F.3d 956, 960 (9th Cir. 2001); see also Firestone Tire &
Rubber Co. v

. Bruch , 489 U.S. 101, 115 (1989). The administrator’s interpretation is an abuse of discretion if the interpretation is unreasonable. Moyle , 823 F. 3d at 958.
Where the administrator or fiduciary has a conflict of interest, review of its interpretation will be “informed by the nature, extent, and effect on the decision

- making process” of
such conflict. Abati e v. Alta Health & Life Ins. Co. , 458 F.3d 955, 967 (9th Cir. 2006)

. “We review de novo a district court’s choice and application of the standard of review to decisions by fiduciaries in ERISA cases.” Williby v. Aetna Life Ins. Co. , 867 F.3d 1129, 1133 (9 th Cir. 2017) (quoting Estate of Barton v. ADT Sec. Servs. Pension Plan , 820 F.3d 1060, 1065 (9th Cir. 2016)) . We review findings of fact for
clear error. Abatie , 458 F.3d at 962.28 W IT V

. U NITED B EHAVIORAL H EALTH

It is undisputed that the Plans in this case confer UBH with discretionary authority to interpret the Plan terms

. The parties stipulated, and the district court found as a matter of fact, that this includes the discretion to create interpretive tools, suc h as the Guidelines

. This finding was not clearly

erroneous. Accordingly, UBH’s interpretation of the Plans
via its Guidelines is reviewed for an abuse of discretion.
Schikore , 269 F.3d at 960. And t he district court correctly
identified this standard of review.

But the district court also found that UBH had a significant conflict of interest and therefore gave little weight to UBH’s interpretation of the Plans

. Where an administrator has a dual role as plan administrator an d plan insurer, there is a structural conflict of interest. See Stephan v. Unum Life Ins. Co. of Am. , 697 F.3d 917, 929 (9th Cir. 2012)

. UBH serv ed such a dual role as P lan administrator
and insurer ( authorized to determine the benefits owed and responsible for paying such benefits ) for at least some of the

P lans. The district court found, in addition to this structural conflict of interest, that UBH also had a financial conflict
because it was incent ivized to keep benefit expenses down. Again, t he district court’s factual findings are not clearly

erroneous.
However, the district court’s findings did not excuse it from applying the abuse of discretion standard. “Abuse of discretion review applies to a discretion

- granting plan even if the administrator has a conflict of interest.” Abatie. , 458
F.3d at 965 (emphasis added)

. The confl ict is weighed as a factor in determining whether the administrator abused its
discretion

. Stephan , 697 F.3d at 929 ; see also Metro. Life
Ins. Co. v. Glenn , 554 U.S. 105 , 115

– 1 7 (2008)

. The district

court purported to apply an abuse of discretion standard tempered by high skepticism of UBH’s interpretation givenW IT V

. U NITED B EHAVIORAL H EALTH 29

UBH’s conflict of interest

. But even with such a tempered abuse of discretion standard, we cannot agree that UBH
abused its discretion on the facts of this case.

Even assuming the conflict s of interest found by the
district court warrant heavy skepticism against UBH ’s interpretation, UBH’s interpretation does not conflict with the plain language of the Plans. To the contrary, it gives
effect to all the Plan provisions. The Plans exclude coverage
for treatment inconsistent with GASC or otherwise condition

treatment on consistency with GASC. While the GASC precondition mandates that a treatment be consistent with GASC as a starting point, it does not compel UBH to cover
all treatment that is consistent with GASC. Nor does the
exclusion

— or any other provision in the Plans

— require UBH to develop Guidelines that mirror GASC. And while treatment consistent with GASC is a precondition to

coverage, there are other Plan provisions that still exclude certain treatments even if they are consistent with GASC. Thus, if UBH ha d interpreted the GASC exclusion to mandate coverage for and consistency with GASC, these other exclusions would be rendered nugatory

. The district court disagreed

. Although it acknowledged some treatment consistent with GASC may be excluded under the Plans, it ultimately ruled that UBH abused its
discretion because the G uidelines did not require coverage
for all care consistent with GASC

. T he district court’s
substitution o f its interpretation of the Plans for UBH’s interpretation that is consistent with the language of the
Plans was erroneous.
We reverse the district court’s judgment that UBH wrongfully denied benefits to the named Plaintiffs based upon the court’s finding that the Guidelines impermissibly30 W IT V

. U NITED B EHAVIORAL H EALTH

deviate from GASC. The district court’s judgment on Plaintiffs ’ breach of fiduciary duty claim also rel ied heavily
on its conclusion that the Guidelines impermissibly deviated
from GASC

. 5 This also was error.

VI

Finally, UBH contends that the district court erred when it excused unnamed class members from demonstrating compliance with the Plans’ administrative exhaustion requiremen t. We agree

. We review the applicability of exhaustion principles de

novo. See Barboza v. Cal. Ass’n of Pro

. Firefighters , 651 F.3d 1073, 1076 (9th Cir. 2011). “ERISA itself does not require a participant or beneficiary to exhaust administrative remedies in order to bring an action under § 502 of ERISA, 29 U.S.C. § 1132.” Bilyeu v. Morgan Stanley Long Term Disability Plan , 683 F.3d 1083, 1088 (9th Cir. 2012) (qu oting Vaught v. Scottsdale Healthcare Corp. Health
Plan , 546 F.3d 620, 626 (9th Cir. 2008)). Instead, ERISA mandates an opportunity for administrative review, see 29 U.S.C. § 1133(2), and we have treated completion of this administrative review as a prude ntial exhaustion requirement. Castillo , 970 F.3d at 1228. We have also consistently recognized three exceptions to the prudential exhaustion requirement : futility, inadequate remedy, and
unreasonable claims procedures

. See Vaught , 546 F.3d at

5 T his was not the only finding relevant to the district court’s judgment on the breach of fiduciary duties claim. The district court also found, among other things, that financial incentives infected UBH’s Guideline development process and that UBH developed the Guidelines with a
view toward its own interests. Our decision does not disturb these findings to the extent they were not intertwined with an incorrect interpretation of the Guidelines as inconsistent with the Plan term s.W IT V

. U NITED B EHAVIORAL H EALTH 31

626

– 27. P laintiffs have not shown that we have extended these exceptions to a contractual exhaustion requirement, and even if we were inclined to do so, here it is uncontested that some beneficiaries successfully appealed the denial of
their benefit claims

, so these exceptions are not satisfied.

T he Supreme Court has explained that “[t]he plan, in short, is at the center of ERISA,” and accordingly, “[t]his focus on the written terms of the plan is the linchpin of ‘a system that is [not] so complex that admi nistrative costs, or litigation expenses, unduly discourage employers from offering [ERISA] plans in the first place.’” Heimeshoff , 571
U.S. at 108 ( third and fourth alterations in original) (first quoting McCutchen , 569 U.S. at 101; and then quoting

Vari ty , 516 U.S. at 497). W hile Congress, in enacting ERISA, “empowered the courts to develop, in

. . . light of reason and experience, a body of federal common law governing employee benefit plans,” Menhorn v. Firestone
Tire & Rubber Co. , 738 F.2d 1496, 1499 (9th Cir. 1984),
federal common law doctrines cannot alter or override clear and unambiguous plan terms, see Cinelli v. Sec urity Pac ific Corp. , 61 F.3d 1437, 1444 (9th Cir. 1995)

. When an ERISA plan does not merely provide for
administrative review but , as here, explicitly mandates exhaustion of such procedures before bringing suit in federal
court and

, importantly, provides no exceptions, application of judicially created exhaustion exceptions would conflict
with the written te rms of the plan. Cf. Greany v. W. Farm Bureau Life Ins. Co. , 973 F.2d 812, 822 (9th Cir. 1992) (“Because the plan was unambiguous, the Greanys cannot
avail themselves of the federal common law claim of equitable estoppel.”)

.32 W IT V

. U NITED B EHAVIORAL H EALTH

This outcome is consistent wit h the Rules Enabling Act. Exhaustion is a contractual limitation that impacts the availability of remedies. In this case, by excusing all absent class members’ failure to exhaust, the district court abridged
UBH’s affirmative defense of failure to exhaus t and expanded many absent class members’ right to seek judicial remedies under Rule 23(b)(3). Cf. Dukes , 564 U.S. at 367 (“[A] class cannot be certified on the premise that [the defendant] will not be entitled to litigate its statutory
defenses to indivi dual claims.”). Accordingly, to the extent any absent class members’ plans required exhaustion, the district court erred in excusing the failure to satisfy such a contractual requirement. On this basis, we reverse.

VII

In sum, Plaintiffs have Article III standing to bring their breach of fiduciary duty and improper denial of benefits claims pursuant to 29 U.S.C. §§ 112(a)(1)(B) and (a)(3). And the district court did not err in certifying three classes
to pursue the fiduciary duty claim. Howev er, because Plaintiffs expressly declined to make any showing, or seek a determination of, their entitlement to benefits, permitting Plaintiffs to proceed with their denial of benefits claim under the guise of a “reprocessing” remedy on a class

- wide basis violated the Rules Enabling Act. Accordingly, we affirm in part and reverse in part the district court’s class certification
order.

On the merits, the district court erred in excusing absent
class members’ failure to exhaust administrative remedies as

r equired under the Plans. T he district court also erred in determining that the Guidelines improperly deviate from

GASC based on its interpretation that the Plans mandate coverage that is coextensive with GASC

. Therefore, theW IT V

. U NITED B EHAVIORAL H EALTH 33

judgment on Plaintiffs’ denial of benefits claim is reversed,
and to the extent the judgment on Plaintiffs’ breach of fiduciary duty claim is based on the district court’s erroneous interpretation of the Plans, it is also reversed.

AFFIRMED in part, REVERSED in part
, and
REMANDED FOR FURTHER PROCEEDINGS

. Each
party to bear its own costs.