Collier v. Lincoln Life Assurance Co. of Bos., No. 21-55465, __ F.4th __, 2022 WL 17087828 (9th Cir. Nov. 21, 2022) (Before Circuit Judges Paez and Watford, and District Judge Richard D. Bennett)

This week’s notable decision is a Kantor & Kantor victory in the Ninth Circuit addressing what arguments ERISA plan administrators and judges are allowed to make in considering whether a benefit claim was decided properly.

The plaintiff is Vicki Collier, an insurance sales agent who started working for the Automobile Club of Southern California in 2013. Unfortunately, Ms. Collier experienced “persistent pain in her neck, shoulders, upper extremities, and lower back, which limited her ability to type and sit for long periods of time.”

Ms. Collier was eventually diagnosed with several orthopedic impairments which affected her mobility. She underwent a variety of treatments, including surgery, and tried ergonomic accommodations, but her pain continued, and she was forced to stop working in 2018.

Ms. Collier submitted a claim for benefits to Lincoln Life, the insurer of the Auto Club’s long-term disability benefit plan. Lincoln denied her claim based on a report by a reviewing physician that concluded she did not meet the plan’s definition of disability. Neither the report nor the denial letter mentioned Ms. Collier’s credibility or alleged that Ms. Collier had not submitted objective medical evidence.

Ms. Collier appealed and submitted additional evidence to support her claim. In response, Lincoln arranged for an independent medical examination by a physician who concluded that while Ms. Collier had limitations, she still had the capability to work full-time. Based on this report, Lincoln denied Ms. Collier’s appeal on the same ground as its original denial, i.e., that she did not satisfy the plan’s disability definition. Lincoln added that “ergonomic equipment [was] readily available,” but “without specifying what equipment was available or how it would be implemented to accommodate Collier’s restrictions.”

Having exhausted her appeals, Ms. Collier brought this action. In court, Lincoln raised three arguments in support of the denial, all of which were accepted by the district court in ruling for Lincoln. The district court “determined that Collier was not disabled for three intertwined reasons: (1) Collier was not credible in her reporting of pain symptoms; (2) Collier’s medical providers relied on her pain symptom reports, so their opinions were less credible and the remaining objective medical evidence did not support her allegations; and (3) even if the court believed Collier’s reports of pain, her typing restrictions could be readily accommodated with ergonomic equipment, such as voice-activated software.”

Ms. Collier contended that the district court should reject Lincoln’s objective evidence and credibility arguments because Lincoln did not raise those arguments in its denial letters. However, the district court concluded that because “a court must ‘evaluate the persuasiveness of conflicting testimony and decide which is more likely true,’” credibility determinations were inherently part of its review. Ms. Collier appealed to the Ninth Circuit.

The Ninth Circuit began by reviewing the purpose of ERISA and its administrative procedures. The court noted that ERISA was “remedial legislation” designed to protect plan beneficiaries by giving them a “full and fair review” of their claims for benefits. As a result, ERISA has thorough claim administration rules that are “procedurally robust.” Among these rules is a requirement that denial letters contain the “specific reason or reasons for the denial.” Furthermore, “[i]f a plan administrator relies on a new or additional rationale during the review process, the administrator must provide the rationale to the claimant and ‘give [her] a reasonable opportunity to respond.’”

Because of these rules, the Ninth Circuit observed that it had already held that “a plan administrator undermines ERISA and its implementing regulations when it presents a new rationale to the district court that was not presented to the claimant as a specific reason for denying benefits during the administrative process.” The court also explained that it had previously “expressed disapproval of post hoc arguments advanced by a plan administrator for the first time in litigation.” (In doing so, the court cited three successful appeals litigated by Kantor & Kantor: Mitchell v. CB Richard Ellis Long Term Disability Plan (2010), Harlick v. Blue Shield of Cal. (2012), and Wolf v. Life Ins. Co. of N. America (2022), which ERISA Watch examined earlier this year.)

In response to Ms. Collier’s arguments that Lincoln violated these rules, the court concluded, “We agree.” The court noted that Lincoln “did not cite Collier’s lack of credibility or the lack of objective evidence when it denied her claim initially and on review.” Instead, it only argued in its denial letters that she did not meet the plan’s definition of disability. “Lincoln did not specify that it found Collier not credible, that she failed to present objective medical evidence, or that such evidence was required under the Plan.” Instead, Lincoln waited until litigation to make these arguments, which “effectively ‘sandbagged’ Collier with new rationales at a stage in the proceedings where she could not meaningfully respond.”

The Ninth Circuit noted that it had tackled the issues raised above before, but this case presented a new wrinkle: “Although we have held that a plan administrator may not hold in reserve a new rationale to present in litigation, we have not clarified whether the district court clearly errs by adopting a newly presented rationale when applying de novo review. We do so now.”

The Ninth Circuit emphasized that when a court is conducting a de novo review of a benefit denial, “it evaluates the plan administrator’s reasons for denying benefits without giving deference to its conclusions or opinions.” This meant that if Lincoln had questioned Ms. Collier’s credibility in its denial letters, “the district court would have been within its province to review the administrative record and determine whether the evidence supported that decision.”

However, a district court “cannot adopt post-hoc rationalizations that were not presented to the claimant, including credibility-based rationalizations, during the administrative process.” The Ninth Circuit rejected the idea that credibility determinations are “inherently part of the de novo review…. If the denial was not based on the claimant’s credibility, the district court has no reason to make a credibility determination.” In short, “[t]he court must refrain from fashioning entirely new rationales to support the administrator’s decision.”

The Ninth Circuit noted that a contrary conclusion “would evade ERISA’s protections for the same reasons a plan administrator undermines ERISA’s protections when asserting new arguments for the first time in litigation.” A contrary conclusion would also undermine the goals of ERISA to “reduce the number of frivolous lawsuits under ERISA; to promote the consistent treatment of claims for benefits; to provide a nonadversarial method of claims settlement; and to minimize the costs of claims settlement for all concerned.”

The only remaining question was what remedy was appropriate. Ms. Collier urged the court to reach the merits of her benefit claim, but the Ninth Circuit demurred and remanded to the district court “with directions to reconsider its decision in light of our opinion.” This meant “review[ing] the administrative record afresh to determine whether Lincoln correctly denied Collier’s claim,” without “rely[ing] on rationales that Lincoln did not raise in the administrative process to deny benefits.”

This published decision is important because it clarifies the scope of a trial court’s authority in reviewing a benefit denial. Ultimately, the Ninth Circuit concluded that “[t]he district court’s task is to determine whether the plan administrator’s decision is supported by the record, not to engage in a new determination of whether the claimant is disabled.” It is also a big victory for plan participants, who too often are surprised at trial with arguments the plan administrator never raised – and sometimes never even considered – during the claim process. It sends a message to plan administrators to be more careful and thorough when deciding claims, which of course is their duty as fiduciaries. Stay tuned to ERISA Watch to see if administrators take this lesson to heart.

Ms. Collier was represented by Kantor & Kantor attorneys Glenn Kantor, Sally Mermelstein, and Zoya Yarnykh. Thanksgiving has come early here in the Ninth Circuit.

Below is a summary of this past week’s notable ERISA decisions by subject matter and jurisdiction.

Attorneys’ Fees

Ninth Circuit

Metaxas v. Gateway Bank F.S.B., No. 20-cv-01184-EMC, 2022 WL 16949939 (N.D. Cal. Nov. 15, 2022) (Judge Edward M. Chen). This August, the court granted plaintiff Poppi Metaxas’s summary judgment motion on her claim for termination benefits, and granted defendants’ cross-motion for summary judgment on her claim for disability benefits. A summary of that decision can be found in Your ERISA Watch’s August 31, 2022 edition. After her partial summary judgment win, Ms. Metaxas moved for an award of attorney’s fees totaling $316,880 pursuant to ERISA Section 502(g)(1). The court began its decision by expressing that Ms. Metaxas met the threshold condition of “some degree of success” on the merits to be eligible for an award of fees. The court then considered whether an award of fees was warranted under the Ninth Circuit’s Hummell factors. First, the court agreed with Ms. Metaxas that her employer’s actions were an abuse of discretion constituting culpability and bad faith. The court also found that Gateway Bank is able to satisfy an award of fees. However, the court found that the deterrent factor of a fee award was a neutral factor as the particulars of the case were idiosyncratic. The fourth factor, whether the action resolved a significant legal question regarding ERISA or whether the fee award will have a benefit to other participants and beneficiaries, weighed against Ms. Metaxas, as again the case was very individualized. Finally, the court evaluated the relative merits of the parties’ positions and found that its ruling that defendants abused their discretion regarding the termination benefits meant that Ms. Metaxas had greater ultimate success in the case and this factor should be weighed in her favor. Because three of the five factors weighed in favor of awarding fees, with only one factor weighing against, the court concluded an award of attorney’s fees was appropriate. Thus, the court went on to determine the proper amount of the award. To begin, the court adjusted the rate of Ms. Metaxas’s attorney, Scott Kalkin, from $850 per hour to $800 per hour. The more drastic reduction involved the number of billed hours. The court reduced the requested 372.8 billed hours down to 236.55 total hours. This reduction was for duplicative or unnecessary hours, time spent on unsuccessful arguments, as well as the court’s way of reflecting Ms. Metaxas’s mixed success overall. With this new lodestar created, the court awarded Ms. Metaxas fees in the amount of $189,240. Lastly, the court granted Ms. Metaxas’s motion for reimbursement of her $400 filing fee.

Breach of Fiduciary Duty

Third Circuit

Krutchen v. Ricoh U.S., Inc., No. 22-678, 2022 WL 16950264 (E.D. Pa. Nov. 15, 2022) (Judge Juan R. Sanchez). Former employees of defendant Ricoh U.S. Inc. initiated this putative class action on behalf of themselves, the Ricoh Retirement Savings Plan, and similarly situated participants against the company, the administrative committee, the board, and individual Doe defendants for breaching their fiduciary duty of prudence by failing to control the plan’s administrative costs and fees, and for failing to monitor co-fiduciaries. Defendants moved to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6). The court agreed with defendants that it could not infer that fiduciary breaches were committed given plaintiffs’ “apples to oranges” fee comparisons within the complaint. “A meaningful benchmark must include both the quality and type of recordkeeping services provided by comparator plans to show that identically situated plans received the same services for less.” Because plaintiffs’ complaint did not provide detailed outlines of the services received for the prices paid, providing instead that the services “fell within the broad range” of services all recordkeepers provide, the court held that it could not adequately make decisions about what similarly situated fiduciaries would do, and plaintiffs therefore failed to state a claim. Furthermore, as the court held there was no valid breach of prudence claim, it also dismissed the derivative failure to monitor claim. For this reason, the court granted the motion to dismiss. The court did, however, allow plaintiffs the opportunity to amend their complaint to address its current shortcomings.

Ninth Circuit

Gomo v. NetApp, Inc., No. 17-cv-02990-BLF, 2022 WL 16972492 (N.D. Cal. Nov. 16, 2022) (Judge Beth Labson Freeman). Plaintiff Daniel Warmenhoven, the CEO of defendant NetApp, Inc., along with other executives of the company, filed this lawsuit in 2017 asserting a claim for plan benefits against NetApp and the Executive Medical Retirement Plan under Section 502(a)(1)(B), and an alternative claim for breach of fiduciary duty against NetApp under Section 502(a)(3), in connection with NetApp’s termination of the plan, which had been represented to the participants as providing guaranteed lifetime health insurance benefits. On September 9, 2019, the court granted summary judgment to defendants. Plaintiff Warmenhoven appealed that ruling in Warmenhoven v. NetApp, Inc., 13 F.4th 717 (9th Cir. 2021). On appeal, the Ninth Circuit affirmed the judgment pertaining to the Section 502(a)(1)(B) claim. However, the judgment as to the alternative breach of fiduciary duty claim was vacated and remanded to the district court for further proceedings. The appeals court held that there was a genuine dispute as to whether NetApp breached its duties by representing to the plan participants that the plan provided them with lifetime health insurance benefits. The district court had not addressed whether there was appropriate equitable relief available to plaintiffs on the Section 502(a)(3) claim. Thus, the Ninth Circuit remanded to the district court “to consider in the first instance the merits of NetApp’s argument for summary judgment based on the remedy prong.” (The decision was Your ERISA Watch’s case of the week in our September 22, 2021 newsletter.) And so that’s exactly where this decision, ruling on NetApp’s revised summary judgment motion, picked up. The decision evaluated the claim with respect to the two remedies Mr. Warmenhoven sought, reformation and surcharge. First, the court concluded that reformation was not an appropriate equitable remedy in the case because Mr. Warmenhoven failed to present evidence that NetApp’s true intent was to give up its legal right to amend the plan at any time. However, the court stated that Mr. Warmenhoven could pursue the remedy of surcharge under a breach of duty theory because NetApp’s representations about lifetime health insurance caused Mr. Warmenhoven actual harm. “Warmenhoven stayed at NetApp under the mistaken impression that he and his wife would be provided lifetime health insurance benefits. Since termination of the Plan, Warmenhoven has incurred more than $4,000 a year in out-of-pocket expenses to purchase replacement health insurance.” Because a reasonable fact finder could determine that NetApp’s misrepresentations regarding the terms of the plan caused this harm, the court found that Mr. Warmenhoven may be able to recover surcharge as an appropriate remedy for the breach of fiduciary duty claim. Having so concluded, the court denied NetApp’s motion for summary judgment.

Class Actions

Fourth Circuit

Stegemann v. Gannett Co., No. 1:18-cv-325 (AJT/JFA), 2022 WL 17067496 (E.D. Va. Nov. 17, 2022) (Judge Anthony J. Trenga). Participants of The New Gannett 401(k) Savings Plan commenced this putative class action against Gannett Co. Inc. and the plan’s benefit committee for breaches of fiduciary duties of prudence and diversification based on defendants’ decision to include, maintain, and not close earlier a single stock fund, “the TEGNA Stock Fund,” despite its high risk. In the words of the court, “Plaintiffs claims rest on the premise that offering the TEGNA Stock Fund was imprudent for want of diversification and overconcentration; and that the Defendants breached their duties of prudence and diversification by failing to recognize and/or remediate the problem sooner.” Defendants moved for summary judgment, while plaintiffs moved for class certification. Defendants’ primary argument for summary judgment, as well as their principal argument against class certification, was that plaintiffs’ claims are precluded by the safe harbor provision contained in ERISA Section 404(c). Plaintiffs and the court disagreed. The court concluded that the safe harbor provision doesn’t shield fiduciaries from their decisions over which investment options to offer plan participants in investment menus, nor does it absolve fiduciaries of their duties to observe, evaluate, and adjust the investment menus over time. ERISA fiduciaries, the court held, cannot rely on participants’ choices as absolving them of responsibility when the choices those participants make are comprised of options provided to them by those with ultimate control over the investment portfolio. Additionally, the court stated that defendants were not otherwise entitled to summary judgment at this stage while material facts and conflicting expert opinions remain unresolved. For these reasons, the court denied defendants’ summary judgment motion. The court then segued to evaluating the motion to certify the class of participants whose accounts included investments in the TEGNA Stock Fund during the class period. The class of 12,000 potential members easily satisfied the numerosity requirement. As for commonality, the court held that common questions over defendants’ actions regarding the TEGNA Stock Fund united the members. Furthermore, the court stated that the named plaintiff’s claims arise from the same events and conduct as the other members and were therefore typical. Finally, it was uncontested that the named plaintiff and her counsel were adequate representatives of the class. Certification under Rule 23(a) was therefore satisfied. As for certification under Rule 23(b)(1), the court concluded that certification was warranted and appropriate to avoid inconsistent adjudications establishing incompatible standards of conduct for defendants, and because individual adjudications could impair the ability to protect the interests of the other members. Thus, the motion for class certification was granted.


Eighth Circuit

Bjordal v. Hartford Life & Accident Ins. Co., No. 21-2540 (JRT/LIB), 2022 WL 16966711 (D. Minn. Nov. 16, 2022) (Judge John R. Tunheim). Plaintiff Marit R. Bjordal commenced this action challenging the denial of her claim for long-term disability benefits by defendant Hartford Life & Accident Insurance Company. Ms. Bjordal moved to compel discovery seeking to identify the complete plan documents that apply to her claim to establish the correct standard of review. Specifically, Ms. Bjordal believed that the policy may have been renewed or updated after a Minnesota state law banning discretionary language went into effect, and that de novo review would therefore be applicable to her suit. Magistrate Judge Leo Brisbois denied the discovery motion, holding that the accurate plan documents were already before the court, and they establish that the plan includes a discretionary clause predating the Minnesota law making abuse of discretion standard of review applicable. Ms. Bjordal appealed Magistrate Brisbois’s order. In this decision, the court affirmed the Magistrate’s order, concluding that “the Magistrate Judge did not clearly err in finding that the Court’s review of Hartford’s denial was limited to abuse of discretion and Bjordal failed to meet an exception that would permit her to obtain discovery beyond the administrative record.” Thus, the court’s review will be limited to the evidence contained in the administrative record to conclude whether the denial was arbitrary and capricious.

ERISA Preemption

Fifth Circuit

Abraham v. Blue Cross & Blue Shield of Tex., No. 1:22-CV-00538-RP, 2022 WL 16985065 (W.D. Tex. Nov. 16, 2022) (Magistrate Judge Susan Hightower). Plaintiff Robert Abraham filed suit in state court in Texas against Blue Cross & Blue Shield of Texas alleging Blue Cross mishandled his claim for reimbursement of psychotherapy sessions and that the insurer’s actions constituted bad faith under Texas law. Blue Cross removed the case to federal district court on the basis of federal question jurisdiction premised on ERISA preemption. Mr. Abraham moved to remand, arguing his insurance plan isn’t governed by ERISA “because it is fully insured.” Mr. Abraham additionally requested Rule 11 sanctions. Blue Cross in turn moved to dismiss. Blue Cross responded that the plan, regardless of being fully insured, is governed by ERISA because it is an employer-sponsored group welfare benefit plan. Accordingly, Blue Cross argued that Mr. Abraham needed to bring a claim under Section 502(a)(1)(B), and his bad faith claim was therefore preempted. Magistrate Judge Hightower agreed, concluding that the plan, established by employer Salem Abraham, LLC and Salem Trading, was purchased for its employees, was financed by Salem Trading, and was therefore governed by ERISA. Thus, Judge Hightower recommended that both the motion for remand and the request for sanctions be denied. Regarding the motion to dismiss premised on complete preemption, Judge Hightower agreed that both prongs of the Davila test were met as Mr. Abraham could have brought a claim under ERISA and no independent legal duty could be identified in the complaint. The claim was therefore found to be completely preempted. Because Mr. Abraham did not respond to the motion to dismiss or request leave to amend, the Magistrate recommended the appropriate course of action was to dismiss the complaint without prejudice to replead under ERISA.

Exhaustion of Administrative Remedies

Fourth Circuit

Moore v. Verizon Commc’ns, No. 1:22-cv-51 (RDA/IDD), 2022 WL 16963245 (E.D. Va. Nov. 15, 2022) (Judge Rossie D. Alston). Plaintiff Sylvia Moore worked for defendant Verizon Communications, Inc. from 1989 until she resigned in 2017. After her resignation, Ms. Moore learned that some of her earned pension credit was being reduced due to maternity leave she took in late 1992 and early 1993. Ms. Moore subsequently filed a claim in December of 2017 relating to this reduction of benefits. Verizon denied the claim and informed Ms. Moore that her credited service was not reduced for her maternity leave. In the denial letter, Verizon informed Ms. Moore of her appeal options and notified her that she had to submit an appeal within two months of the denial. Ms. Moore did not appeal the denial of her claim within that time period. Instead, she next communicated with Verizon in June of 2020, informing the company that she was seeking legal assistance. Then, on January 18, 2022, Ms. Moore filed this action, within which she alleged ERISA claims under Section 502(a)(1)(B) and (a)(3), a breach of contract state law claim, discrimination claims under Title VII, the Pregnancy Discrimination Act, the Equal Pay Act, and the Civil Rights Act, and finally a claim for violating a consent decree relating to an EEOC class action similarly premised on unlawful denial of service credit to female employees who took pregnancy leave. Verizon moved to dismiss, which the court converted to a motion for summary judgment under Rule 56. First, the court dismissed the state law breach of contract claim, the gravamen of which was an allegation that Ms. Moore was deprived pension credit, as being preempted by ERISA. Next, the court evaluated the ERISA claims themselves. Ms. Moore’s claim under Section 502(a)(1)(B) was dismissed for failure to exhaust administrative remedies. The court agreed with Verizon that the undisputed facts demonstrate that Ms. Moore never exhausted the appeals process and that she was therefore barred from bringing her claim. As for Ms. Moore’s breach of fiduciary duty claim under Section 502(a)(3), the court stated that Verizon’s actions, including “explaining plan benefits and processing Plaintiff’s claim,” were ministerial acts rather than fiduciary duties and that the Section 502(a)(3) claim therefore failed. Moving to the non-ERISA claims, the court stated Ms. Moore was not a part of the class covered by the EEOC settlement because her maternity leave occurred after the class period, which spanned from 1965 to 1983. Finally, the discrimination claims were found to be untimely because Ms. Moore did not bring them after her receipt of her right-to-sue notice from the EEOC. Accordingly, Verizon’s motion was granted, and Ms. Moore’s action was dismissed.

Life Insurance & AD&D Benefit Claims

Sixth Circuit

Phillips v. Sun Life Assurance Co. of Can., No. 1:20-cv-937, 2022 WL 16964176 (S.D. Ohio Nov. 16, 2022) (Judge Douglas R. Cole). Siblings Paris Phillips and his sister, M.A., were the named beneficiaries of their late mother’s life insurance policy. Their mother, Nicole Powell, tragically died at the age of 33 in April 2014. Both Paris and M.A. were minors at the time. The policy proceeds were paid unconditionally to the siblings’ grandmother, Adlen Silas. In the intervening years since Ms. Powell’s death the following events occurred: the money never reached the children, Ms. Silas passed away, and Paris Phillips reached adulthood. After turning 18, Mr. Phillips submitted a claim to defendant Sun Life Assurance Company of Canada on behalf of himself and his sister, seeking the proceeds from their mother’s policy. Sun Life never responded, prompting Mr. Phillips to file this action seeking the money he and his sister are owed under the plan. Sun Life moved for dismissal, or in the alternative for joinder, arguing that Silas’s estate is a necessary party under Federal Rule of Civil Procedure 19(a). The court denied this motion, concluding that Sun Life did not meet its burden of establishing that Ms. Silas’s estate was a necessary party. Specifically, it was the court’s view that it could provide complete relief without Ms. Silas’s estate and “proceeding without Silas’s estate will not impair its claimed interests, as the estate has claimed no interest.” Finally, and perhaps most importantly, the court emphasized that Ms. Silas was not a named plan beneficiary and “Sun Life has failed to put forward any evidence showing that Silas ever claimed, or had any basis for claiming, that she was the rightful beneficiary of the policy proceeds.” If Sun Life ends up being ordered to pay life insurance proceeds it already paid once before, that will be because of Sun Life’s own actions mistakenly paying Ms. Silas and not because Sun Life had a risk of inconsistent obligations to both the children and Ms. Silas. For these reasons, Sun Life’s motions for dismissal or joinder were both denied.

Subrogation/Reimbursement Claims

Third Circuit

Freitas v. Geisinger Health Plan, No. 4:20-CV-01236, 2022 WL 16964006 (M.D. Pa. Nov. 16, 2022) (Judge Matthew W. Brann). Plaintiffs Lori Freitas and Kaylee McWilliams filed this putative class action against Geisinger Health Plan and its subrogation agent, Socrates, Inc., alleging violations of ERISA Sections 502(a)(1)(B) and (a)(3) in connection with defendants’ demands for reimbursement from their ERISA welfare benefits plans (“the Employer Plans”) that included health insurance from the Geisinger Health Plan. In a prior order the court denied defendants’ motion to dismiss the complaint. At that time, the court held that the only plan document before it, “the Certificate,” did not contain an explicit right to subrogation or reimbursement and without a reimbursement clause defendants’ arguments for dismissal were unavailing.” Since then, discovery began in the case, during which plaintiffs produced their Employer Plans to defendants. After receiving those documents, defendants broadened their view of what constituted the governing documents of the plan to include not only the Certificate but also the Employer Plans, which included explicit reimbursement clauses. Plaintiffs strongly disagreed with this expansion of the relevant plan documents. Thus, this dispute between the parties over the governing plan documents was the central focus of the decision, which ruled on several motions: defendants’ motion to dismiss or alternatively for summary judgment, plaintiffs’ motion to strike defendants’ motion to dismiss, and plaintiffs’ motion to compel documents relevant to their putative class. The court began by denying plaintiffs’ motion to strike. The court rejected their argument that defendants’ motion was untimely, as well as their assertion that defendants were taking a second bite of the apple re-litigating the same issues addressed in their previous motion to dismiss. In addition to not striking the motion to dismiss, the court also converted it into a Rule 56 summary judgment motion. The most critical decision for the court was resolution of the dispute over what constituted the relevant plan documents and by extension whether the plan included subrogation clauses. The court reasoned that as welfare benefit plans the Employer Plans were “on their face…part of Plaintiffs’ overall ERISA plans,” and should therefore be included alongside the Certificate as the governing documents. The court rejected plaintiffs’ arguments for why the Certificate alone should govern, including (1) their contention that “the Certificate expressly excludes the Employer Plans,” (2) the fact that the Employer Plans provide that the Certificate controls if there are any inconsistencies among the documents, and (3) plaintiffs’ argument that defendants had relied on the Certificate “as the basis for their authority for reimbursement.” Ultimately, because the court concluded the plan documents included both the Certificate and the Employer Plans, plaintiffs’ entire complaint, premised on defendants’ unfounded reimbursement claims, was undermined. Accordingly, the court made quick work of the remainder of the summary judgment motion and held that defendants were entitled to reimbursement and had not breached any fiduciary duty through their reimbursement demands. For these reasons, defendants were granted summary judgment, and plaintiffs’ motion to compel was denied.