PUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

VERDELLE BLACKSHEAR, 

Plaintiff-Appellant,

v.  No. 06-2126 RELIANCE STANDARD LIFE INSURANCE

COMPANY, a Delphi Financial

Company,

Defendant-Appellee. 

Appeal from the United States District Court

for the Eastern District of North Carolina, at Raleigh.

James C. Fox, Senior District Judge.

(7:05-cv-00064-F)

Argued: September 26, 2007

Decided: December 7, 2007

Before NIEMEYER and TRAXLER, Circuit Judges, and

Samuel G. WILSON, United States District Judge for the

Western District of Virginia, sitting by designation.

Reversed by published opinion. Judge Traxler wrote the opinion, in

which Judge Niemeyer and Judge Wilson joined. 

COUNSEL

ARGUED: Jeffrey Stephen Miller, Jacksonville, North Carolina, for

Appellant. Joshua Bachrach, RAWLE & HENDERSON, Philadelphia, Pennsylvania, for Appellee. 
OPINION

TRAXLER, Circuit Judge: 

Verdelle Blackshear appeals a decision of the district court awarding summary judgment to Reliance Standard Life Insurance Company

("Reliance Standard") and refusing to disturb the denial of Blackshear’s claim for benefits under a group life insurance policy. For the

reasons that follow, we reverse. 

I.

Reliance Standard issued a group life insurance policy to Duplin

General Hospital that became effective on January 1, 2003. The group

policy, which was part of Duplin General’s employee welfare benefit

plan, covered both present and future hospital employees. The policy

set forth the following benefits schedule:

SCHEDULE OF BENEFITS

NAMES OF SUBSIDIARIES, DIVISIONS OR AFFILIATES TO BE COVERED: None

ELIGIBLE CLASSES: Each active, full-time employee,

except any person employed on a temporary or seasonal

basis.

WAITING PERIOD: 

Present Employees - Exempt*: none 

Non-exempt*: none

Future Employees - Exempt*: 180 days 

Non-exempt*: none 

* as defined by the Fair Labor Standards Act, as amended.1

1The Fair Labor Standards Act of 1938 imposes minimum wage and

maximum hour requirements. See generally 29 U.S.C.A. §§ 201-219

(West 1998 & Supp. 2007). Certain types of employees are exempt from

these provisions. See 29 U.S.C.A. § 213. The parties agree that the decedent in this case was a "non-exempt" employee. 

2 BLACKSHEAR v. RELIANCE STANDARD LIFE
INDIVIDUAL EFFECTIVE DATE: The first of the Policy

month coinciding with or next following completion of the

Waiting Period, if applicable.

J.A. 19. The statutorily required Summary Plan Description ("SPD")

issued to the employees included an identical schedule of benefits.

See 29 U.S.C.A. § 1022 (West 1999), § 1024(b) (West 1999 & Supp.

2007). 

On June 10, 2003, Verdie Blackshear ("Verdie") began working at

Duplin General as a nurse and received a copy of the SPD for Duplin

General’s employee welfare benefit plan. Verdie died six months later

on December 14, 2003. Blackshear, Verdie’s named beneficiary

under the policy, filed a claim on January 8, 2004, with Reliance

Standard for the life insurance proceeds of $81,078.40. According to

the language of both the SPD and the policy itself, non-exempt

employees such as Verdie hired after the issuance of the Policy were

not subject to a service waiting period, meaning that the coverage provided by the policy took effect immediately upon Verdie’s employment. 

Upon receiving the claim, Reliance Standard contacted the Human

Resources Department for Duplin General to verify Verdie’s nonexempt status and the effective date of her coverage. In a letter dated

January 21, 2004, Susan Hayes, Duplin General’s Vice President for

Human Resources, wrote that, contrary to the actual language of the

policy and the SPD, the "policy should cover all employees for life

insurance after six (6) months of employment" and that "[t]here

should be no discrimination between exempt and non-exempt

employees." J.A. 167. On January 26, 2004, Reliance Standard reissued Duplin General’s group policy. The amended policy, which

had the same January 1, 2003, effective date, eliminated the distinction between exempt and non-exempt employees and instead imposed

a six-month service waiting period for all employees before coverage

would take effect. The Individual Effective Date remained the same:

"The first of the Policy month coinciding with or next following completion of the Waiting Period." J.A. 276 (emphasis added). 

Reliance then denied Blackshear’s claim on the grounds that Verdie was not insured under Duplin General’s group policy on DecemBLACKSHEAR v. RELIANCE STANDARD LIFE 3
ber 12, 2003, the date of her death, for failure to satisfy the waiting

period as defined in the amended policy:

Verdie Blackshear was employed June 10, 2003. . . . [T]he

applicable 6 month Waiting Period of Full-time employment

would have been satisfied on December 10, 2003. The

scheduled effective date of insurance for Ms. Blackshear

was January 1, 2004. . . . 

As Verdie Blackshear died prior to the scheduled effective date of her coverage, January 1, 2004, she did not satisfy the eligibility requirements . . . and the life insurance

coverage did not go into effect in accordance with the terms

of the policy . . . 

We are aware that due to a clerical error, booklets were

printed that did not correctly state the applicable 6 month

waiting period of employment. [Duplin General] confirmed

in [a] telephone conversation [on] March 5, 2004 and in earlier conversations with our staff that all eligible employees

of Duplin General Hospital are subject to the 6 month Waiting Period of Full-Time employment and that the original

booklets contained an error regarding application of the

Waiting Period for non-exempt employees. This error has

now been corrected and new booklets have been forwarded

to [Duplin General] for distribution to . . . eligible employees. 

J.A. 109. 

Blackshear sought review of the denial of her claim for benefits

under Reliance Standard’s appeal review procedure. Reliance Standard concluded that its original determination to deny benefits was

proper and denied Blackshear’s appeal. In affirming its denial of benefits, Reliance Standard acknowledged that "an error had occurred in

the initial Policy and booklet printing with regard to the applicable

‘WAITING PERIOD,’" and classified the omission of the waiting

period for non-exempt employees in the original policy and SPD as

a "clerical error" that was inconsistent with "the original intention of

the Policy." J.A. 93. In addition to its conclusion that "original inten4 BLACKSHEAR v. RELIANCE STANDARD LIFE
tion" prevails over unambiguous language in the policy and the SPD,

Reliance Standard also relied upon the "General Provisions" section

of the policy that provides "[c]lerical errors in connection with the

Policy or delays in keeping records for the Policy, whether by you,

us, or the Plan Administrator . . . (1) will not terminate insurance that

would otherwise have been effective; and (2) will not continue insurance that would otherwise have ceased or should not have been in

effect." J.A. 93. 

Ultimately, Blackshear filed this action against Reliance Standard

under ERISA, seeking review of the denial of benefits. See 29

U.S.C.A. § 1132(a)(1)(B) (West 1999). The parties filed crossmotions for summary judgment. Applying a modified abuse of discretion standard of review, see Bynum v. Cigna Healthcare of North

Carolina, Inc., 287 F.3d 305, 311 (4th Cir. 2002), the district court

determined that Reliance Standard did not abuse its discretion in

applying the "clerical errors" provision of the policy and that substantial evidence supported its conclusion that, "‘but for the clerical

error,’ Verdie Blackshear’s coverage under the life insurance policy

could not have gone into effect until January 1, 2004." J.A. 330.

Accordingly, the district court entered summary judgment in favor of

Reliance Standard. 

On appeal, Blackshear argues that the clear and unambiguous language originally set forth in the SPD and the policy controls and

afforded Verdie insurance coverage immediately upon employment

without a waiting period. Reliance Standard’s disregard of this unambiguous language, contends Blackshear, amounted to an abuse of discretion. 

II.

In reviewing the denial of benefits under an ERISA plan, a court’s

first task is to consider de novo whether the relevant plan documents

confer discretionary authority on the plan administrator to make a

benefits-eligibility determination. See Firestone Tire & Rubber Co. v.

Bruch, 489 U.S. 101, 115 (1989); Johannssen v. District No. 1-Pacific

Coast Dist., MEBA Pen. Plan, 292 F.3d 159, 168 (4th Cir. 2002).

"When a plan by its terms confers discretion on the plan’s administrator to interpret its provisions and the administrator acts reasonably

BLACKSHEAR v. RELIANCE STANDARD LIFE 5
within the scope of that discretion, courts defer to the administrator’s

interpretation." Colucci v. Agfa Corp. Severance Pay Plan, 431 F.3d

170, 176 (4th Cir. 2005), cert. denied, 126 S. Ct. 2300 (2006). In this

case, the policy provided as follows: "Reliance Standard Life Insurance Company shall serve as the claims review fiduciary with respect

to the insurance policy and the Plan. The claims review fiduciary has

the discretionary authority to interpret the Plan and the insurance policy and to determine eligibility for benefits." J.A. 263. The parties

agree that the plan confers discretionary authority upon Reliance

Standard, as the plan administrator, to make benefit decisions according to the terms of the plan. Cf. Stup v. Unum Life Ins. Co. of Am.,

390 F.3d 301, 307 (4th Cir. 2004) (applying abuse of discretion

review where ERISA plan afforded the administrator "the discretionary authority both to determine an employee’s eligibility for benefits

and to construe the terms of this policy") (internal quotation marks

omitted). Under the abuse of discretion standard, the reviewing court

will not disturb the plan administrator’s decision as long as it was reasonable. See Firestone, 489 U.S. at 111; Booth v. Wal-Mart Stores,

Inc., 201 F.3d 335, 342 (4th Cir. 2000). 

Typically, once it has determined that the abuse of discretion standard applies, the reviewing court turns to the question of whether the

administrator’s exercise of discretion was reasonable as determined

by the application of a number of well-established factors. See Booth,

201 F.3d at 342-43; Colucci, 431 F.3d at 176. However, when the

plan administrator’s own business interests will be affected directly

by its decision on the claim for benefits, a conflict of interest arises

that "may operate to reduce the deference given to a discretionary

decision of that fiduciary . . . to the extent necessary to neutralize any

untoward influence resulting from that conflict." Booth, 201 F.3d at

343 n.2. (internal quotation marks omitted). In effect, we use a

"sliding-scale standard of review" when a genuine conflict exists:

"‘[t]he more incentive for the administrator . . . to benefit itself by a

certain interpretation of benefit eligibility . . ., the more objectively

reasonable the administrator[’s] . . . decision must be and the more

substantial the evidence must be to support it.’" Stup, 390 F.3d at 307

(quoting Ellis v. Metro. Life Ins. Co., 126 F.3d 228, 233 (4th Cir.

1997)). 

Because Reliance Standard insures the very plan it administers, the

district court concluded that it was operating under a conflict of inter6 BLACKSHEAR v. RELIANCE STANDARD LIFE
est. Reliance Standard does not challenge the district court’s application of the modified abuse of discretion standard under the

circumstances, and we agree that this standard of review was appropriate for judicial review of decisions in which Reliance Standard was

actually exercising its discretionary authority under the plan. See

Bynum, 287 F.3d at 312-13. 

With these principles in mind, we turn to the substantive issues. 

III.

Broadly speaking, "ERISA plans are contractual documents which,

while regulated, are governed by established principles of contract

and trust law." Haley v. Paul Revere Life Ins. Co., 77 F.3d 84, 88 (4th

Cir. 1996). Accordingly, courts must enforce and follow "the plan’s

plain language in its ordinary sense." Bynum, 287 F.3d at 313 (internal quotation marks omitted). Moreover, "even as an ERISA plan

confers discretion on its administrator to interpret the plan, the administrator is not free to alter the terms of the plan or to construe unambiguous terms other than as written." Colucci, 431 F.3d at 176. To the

extent the administrator enjoys discretion to interpret the terms of a

plan in the course of making a benefits-eligibility determination, such

interpretive discretion applies only to ambiguities in the plan. See id.

("Interpretive discretion only allows an administrator to resolve

ambiguity."); Kress v. Food Employers Labor Relations Ass’n, 391

F.3d 563, 567 (4th Cir. 2004) (explaining that "discretionary authority

is not implicated" where "the terms of the plan itself are clear"). An

administrator’s discretion never includes the authority "to read out

unambiguous provisions" contained in an ERISA plan, and to do so

constitutes an abuse of discretion. Colucci, 431 F.3d at 176; see id.

("[F]or instance, if a plan unambiguously provides 20 weeks of compensation as a severance benefit for an employee who has worked for

the company for 10 years, the administrator abuses its discretion by

reading the plan to provide 17 weeks of compensation."). 

It is undisputed that, at the time of Verdie’s death, the plan documents relevant to Duplin General’s group life insurance clearly and

unequivocally afforded coverage for Verdie and other non-exempt

employees without a waiting period. Thus, in concluding that, contrary to the written instruments, Verdie was in fact subject to a 180-

BLACKSHEAR v. RELIANCE STANDARD LIFE 7
day waiting period, Reliance Standard was not resolving an ambiguity

in the policy’s language but reading a clear and unambiguous provision out of the written plan documents.

Nevertheless, Reliance Standard contends that we should not disturb its decision to deny benefits for two reasons. First, Reliance Standard asserts that the failure to include a service waiting period in the

original policy was a "clerical error" and that the policy permitted it

unilaterally to amend or correct "clerical errors" in the terms of the

policy. Second, Reliance Standard argues that the omission of a waiting period was the result of a scrivener’s error and that the doctrine

of equitable reformation permits the policy to be corrected retroactively to reflect the actual intent of the contracting parties. We conclude that the denial of benefits cannot stand under either theory. 

A.

According to Reliance Standard, the "clerical errors" provision set

forth in the group policy permitted it to make its benefits-eligibility

determination based on extrinsic evidence of the contracting parties’

original intent instead of the written terms of the policy. After receiving Blackshear’s claim and reviewing correspondence between

Duplin General and Reliance Standard before the original policy was

issued, Reliance Standard amended the policy to include a service

waiting period for all employees and then relied upon the amended

version of the policy to deny Blackshear’s claim for benefits. Thus,

we must decide whether it was permissible for Reliance Standard to

deny Blackshear’s claim based on a retroactive amendment to the policy. 

The group policy is part of an "employee welfare benefit plan," see

29 U.S.C.A. § 1002(1) (West 1999), which is "exempt from the statutory vesting requirements that ERISA imposes on pension benefits."

Wheeler v. Dynamic Eng’g, Inc., 62 F.3d 634, 637 (4th Cir. 1995).

Generally speaking, "a plan participant’s interest in welfare benefits

is not automatically vested," and an employer sponsoring the plan

may therefore unilaterally "terminat[e] or modify[ ] previously

offered benefits that are not vested." Gable v. Sweetheart Cup Co., 35

F.3d 851, 855 (4th Cir. 1994); see Wheeler, 62 F.3d at 637 ("[A]n

8 BLACKSHEAR v. RELIANCE STANDARD LIFE
employer may amend the terms of a welfare benefit plan or terminate

it entirely."). 

Nevertheless, the terms of a plan may create vested rights in welfare benefits even though the employer is under no obligation to do

so. See Wheeler, 62 F.3d at 638. "An employer or plan sponsor may

unilaterally modify or terminate welfare benefits, unless it contractually agrees to grant vested benefits." Chiles v. Ceridian Corp., 95

F.3d 1505, 1510 (10th Cir. 1996). Once an employer or plan sponsor

grants vested rights under a welfare benefit plan, however, it may not

retroactively amend the plan to deprive a beneficiary of a vested benefit. See Wheeler, 62 F.3d at 638, 640. In Wheeler, this court rejected

an attempt to amend a group medical insurance policy to eliminate

coverage retroactively for a specific course of treatment that the beneficiary had already begun. See id. at 640. We concluded that the beneficiary’s rights under a welfare benefit plan providing medical

insurance vested at the moment the triggering event under the policy

occurred and that the plan could not be amended to deny coverage

after that point. See id. at 638-40. Numerous courts have taken, in a

wide array of circumstances, a similarly dim view of any amendment

that attempts to retroactively eliminate vested welfare benefit rights.

See Member Servs. Life Ins. Co. v. American Nat’l Bank & Trust Co.

of Sapulpa, 130 F.3d 950, 954-57 (10th Cir. 1997); Filipowicz v.

American Stores Benefit Plans Comm., 56 F.3d 807, 815 (7th Cir.

1995); Bartlett v. Martin Marietta Operations Support, Inc. Life Ins.

Plan, 38 F.3d 514, 517 (10th Cir. 1994); Wulf v. Quantum Chem.

Corp., 26 F.3d 1368, 1377-78 (6th Cir. 1994); Confer v. Custom

Eng’g Co., 952 F.2d 41, 43 (3d Cir. 1991) (per curiam). 

Accordingly, we must determine whether Blackshear’s right to life

insurance proceeds vested before Reliance Standard issued the

amended policy. In Wheeler, we referred to general state insurance

law in concluding that under a group medical insurance policy, benefits vest at the time that the covered loss occurs. See 62 F.3d at 638

("[U]nder a medical insurance policy or plan . . . insur[ing] against

illness, coverage for all medical costs arising from a particular illness

vests when the illness occurs."). Under "general principles of insurance contract law . . . such benefits do vest when performance is due

under the contract. At that point, the contract is no longer executory

and must be performed in accordance with the terms then in exisBLACKSHEAR v. RELIANCE STANDARD LIFE 9
tence." Member Servs., 130 F.3d at 956. In the case of a group life

insurance policy, the right to benefits vests — i.e., performance

becomes due — at the time of the plan participant’s death. See Filipowicz, 56 F.3d at 815; Adams v. Jefferson-Pilot Life Ins. Co., 558

S.E.2d 504, 507 (N.C. App. 2002); see generally 4 Lee R. Russ &

Thomas F. Segalla, Couch on Insurance § 58:16 (3d ed.) ("[T]he

rights of the named beneficiary vest at the instant of the insured’s

death, and cannot be affected by any subsequent act of the insurer.").

Here, Blackshear’s rights under the plan vested at the moment Verdie

died, which was prior to the issuance of the amended policy containing a service waiting period. The insertion of a waiting period had the

effect of dispossessing Blackshear of rights that were already vested

and was therefore impermissible. 

In rejecting the denial of benefits based on a post-death amendment

to a group life insurance policy, the Seventh Circuit explained that the

employer could not

retroactively modify a life insurance policy after the

insured’s death so as to take away the life insurance proceeds due a beneficiary at the date of the insured’s death . . .

[A]t [the insured’s] death [the beneficiary] became entitled

to the . . . insurance proceeds, not based on ERISA’s vesting

principles, but based on general insurance law which provides that a beneficiary’s right to insurance proceeds vests

on the date of the insured’s death. . . . A later modification,

even one which is retroactive, can have no effect on a beneficiary’s claim to benefits.

Filipowicz, 56 F.3d at 815. We agree with this reasoning and conclude that Reliance Standard may not rely on its amended policy to

deny benefits to Blackshear. 

We also conclude that the "clerical errors" provision does not dictate a different result. This provision provided that "[c]lerical errors

in connection with the Policy or delays in keeping records for the Policy, whether by you, us, or the Plan Administrator . . . will not continue insurance that would otherwise have ceased or should not have

been in effect." J.A. 93. Reliance Standard argues that the failure to

include a waiting period in the original policy was a "clerical error"

10 BLACKSHEAR v. RELIANCE STANDARD LIFE
upon which Blackshear cannot rely to "continue insurance that . . .

should not have been in effect." Assuming such an omission would

even qualify as a "clerical error," and assuming that this provision

relates in some way to the sponsor’s general right to amend or eliminate the policy at anytime (which it does not), we believe the language still in no way authorizes the administrator to divest benefits

that are already due by amending, modifying or correcting the language of the policy itself. 

In sum, Reliance Standard may not deprive Blackshear of vested

benefits based on the waiting period in the amended policy. We conclude that its application of the "clerical errors" provision to arrive at

such a result was an abuse of discretion. 

B.

Having concluded that Reliance Standard may not deny life insurance benefits to Blackshear by amending the policy, we turn to the

question of whether it can achieve the same result via the equitable

doctrine of reformation. 

Reliance Standard argues that regardless of what the plan dictates,

the omission of the waiting period resulted from a scrivener’s error

and that the policy should be enforced according to the true intent of

the contracting parties. In denying benefits, Reliance Standard indeed

based its decision on its view of the intent of the contracting parties

to apply a service waiting period before coverage became effective

for individual employees. We conclude that Reliance Standard had no

authority to reform the policy in this manner and that, in any event,

equitable reformation is not appropriate under these circumstances. 

The doctrine of equitable reformation permits a court to exercise

its equitable powers to reform a contract to correct a mutual mistake

of fact or a scrivener’s error that fails to capture the true intent of the

contracting parties. "In contract law, a scrivener’s error, like a mutual

mistake, occurs when the intention of the parties is identical at the

time of the transaction but the written agreement does not express that

intention because of that error; this permits a court acting in equity

to reform an agreement." 27 Richard A. Lord, Williston on Contracts

§ 70:93 (4th ed.). The party seeking reformation of the contract must

BLACKSHEAR v. RELIANCE STANDARD LIFE 11
present evidence that is "clear, precise, convincing and of the most

satisfactory character that a mistake has occurred and that the mistake

does not reflect the intent of the parties." International Union v.

Murata Erie N. Am., Inc., 980 F.2d 889, 907 (3d Cir. 1992) (internal

quotation marks omitted). 

The salient point for our purposes, however, is that reformation,

whether it is based upon scrivener’s error or mutual mistake, is most

decidedly a remedy available in a court of equity. "The purpose of

proving a mistake is to correct what has become an erroneous situation. Equity will act to bring an erroneous writing into conformity

with the true agreement . . . A mistake, in and of itself, has no legal

effect." 27 Williston on Contracts § 70:17. The doctrine of equitable

reformation does not apply in the context of an administrator’s interpretation of an ERISA plan; the administrator cannot simply "reform"

a plan to correct what it unilaterally perceives to be a mistake or error

contained in the plan’s written terms. Rather, reformation, like other

forms of equitable relief, must be requested by the party seeking to

reform the contract and granted by a court. See Audio Fid. Corp. v.

Pension Benefit Guar. Corp., 624 F.2d 513, 518 (4th Cir. 1980 (noting that "a court of equity can reform a contract to correct a mistake

disclosed by oral proof" if "the mistake [is] mutual, or . . . [is] accompanied by fraud on the part of [one] contracting party"); see also

Nechis v. Oxford Health Plans, Inc., 421 F.3d 96, 103 (2d Cir. 2005);

Cinelli v. Security Pac. Corp., 61 F.3d 1437, 1444-45 (9th Cir. 1995);

International Union, 980 F.3d at 907-08. Accordingly, to the extent

Reliance Standard ignored the unambiguous written terms of the plan

and denied benefits based on extrinsic evidence of the "true intent" of

the contracting parties, Reliance Standard acted outside of the scope

of its discretion. 

We also reject Reliance Standard’s suggestion that the district court

in fact applied the doctrine of equitable reformation. In no sense did

the district court reform the group policy. The district court saw the

issue as "whether Reliance Standard abused its discretion in its application of the ‘clerical error’ provisions of the Policy." J.A. 330. The

district court’s focus, therefore, was on Reliance Standard’s application of a specific provision contained in the plan; to the extent the

court considered and discussed evidence of Duplin General’s original

request that the group policy include a waiting period, it did so to

12 BLACKSHEAR v. RELIANCE STANDARD LIFE
determine whether there was substantial evidence in the record to support application of the "clerical error" provision. Of course, the district court’s omission of any discussion of the doctrine of equitable

reformation is not surprising in view of Reliance Standard’s failure to

request or refer to such relief in its pleadings or its legal memoranda

submitted with the cross-motions for summary judgment. 

Even though Reliance Standard did not afford the district court an

opportunity to pass on this issue below, we need not return the case

for the district court to address the propriety of equitable reformation.

We conclude that, under the circumstances of this case, it would be

inappropriate for the court to exercise its equitable powers to reform

the policy. To do so would undercut important fundamental aims of

ERISA. For example, reforming the policy to deprive Blackshear of

benefits that are due based on extrinsic documents would foster

uncertainty about employee benefits rather than furthering ERISA’s

goal of "ensur[ing] that an employee’s rights and obligations can be

readily ascertained from the plan documents." Cinelli, 61 F.3d at

1445. A paramount goal of ERISA "is to enable plan beneficiaries to

learn their rights and obligations at any time." Curtiss-Wright Corp.

v. Schoonejongen, 514 U.S. 73, 83 (1995). Thus, ERISA favors "reliance on the face of written plan documents" so that "every employee

may, on examining the plan documents, determine exactly what his

rights and obligations are under the plan." Id. (first emphasis added).

The fundamental requirement that plan participants have sufficient

notice of their rights under an ERISA plan drove our decisions in

Pierce v. Security Trust Life Insurance Co., 979 F.2d 23 (4th Cir.

1992) (per curiam), and Aiken v. Policy Management Systems Corp.,

13 F.3d 138 (4th Cir. 1993) (per curiam), which hold that, if there is

a conflict between the Summary Plan Description (SPD) and the

actual language of the Plan as to the terms of the plan, the SPD controls. This is so even if the policy language, not the SPD, reflects the

actual intent of the contracting parties. Indeed, we reasoned that the

SPD should prevail essentially because it is the "employee’s primary

source of information regarding employment benefits." Pierce, 979

F.2d at 27 (internal quotation marks omitted). Post-hoc reformation

of the policy here would run contrary to the principles underlying

Pierce and Aiken, particularly since the SPD does not contradict or

conflict with the language of the Duplin General group policy. In this

BLACKSHEAR v. RELIANCE STANDARD LIFE 13
case, the SPD and the plan itself agree; there is utterly no indication

of an error or mistake. This case is unlike one where a clerical or

scrivener’s error would be apparent. 

Finally, equitable reformation in the circumstances of this case is

inappropriate in view of ERISA’s protection of vested rights. Pension

benefit plans create benefits that vest according to statute and are nonforfeitable. See Nachman Corp. v. Pension Benefit Guar. Corp., 446

U.S. 359, 374-75 (1980). Although benefits under a welfare benefit

plan do not statutorily vest, if the plan creates vested rights, then the

employer or sponsor is not free simply to strip away such rights unilaterally. See Wheeler, 62 F.3d at 638. In our view, equitable reformation would cut the legs out from under Wheeler and permit Reliance

Standard to make an end run around Wheeler’s prohibition against

divesting benefits in these circumstances. 

Accordingly, we conclude that equitable reformation is not appropriate. 

IV.

For the foregoing reasons, we reverse the decision of the district

court and remand for judgment to be entered in favor of Blackshear.

REVERSED

14 BLACKSHEAR v. RELIANCE STANDARD LIFE