W. Ashton HAUS, Plaintiff-Appellee, v. BECHTEL JACOBS CO., LLC, Defendant-Appellant, 491 F.3d 557

GWIN, D.J., delivered the opinion of the court, in which MERRITT, J., joined. BATCHELDER, J. (pp. 567-74), delivered a separate dissenting opinion. OPINION GWIN, District Judge. In this ERISA action, Plaintiff-Appellee W.

Ashton Haus (“Haus”) sued the Defendant-Appellant, Bechtel Jacobs Company, LLC. (“Bechtel Jacobs”), seeking to enforce and clarify his rights under four employee benefit plans: (1) the Health and Welfare Plan for Employees of Bechtel Jacobs Company, LLC and Subcontractors (“Plan I”), (2) the Bechtel Jacobs Company, LLC Pension Plan for Grandfathered Employees (“Plan II”), (3) the Bechtel Jacobs Company, LLC Severance Plan for Grandfathered Employees (“Plan III”), and (4) the Management and Integration 401K Plan (“Plan IV”).

In his suit, the Plaintiff-Appellee alleged that the court should “clarify his rights to future benefits” under the four plans by deeming him eligible to receive certain pension plan benefits only made available to a limited group of employees classified by Bechtel Jacobs as “Grandfathered Employees.” The district court ultimately found in favor of the Plaintiff-Appellee, holding that Haus is entitled to “Grandfathered Employee” status.

The court reached this conclusion, however, only after first finding that the Bechtel Jacobs’ plan administrator acted reasonably in interpreting the plans’ eligibility requirements so as to deny the Plaintiff-Appellee the status of a “Grandfathered Employee.” Specifically, the district court held that the Defendant-Appellant was eligible notwithstanding the plan administrators’ reasonable determination to the contrary because the Plaintiff-Appellee relied on conflicting

summary plan descriptions (“SPD”). ■With this appeal, Defendant-Appellant Bechtel Jacobs seeks reversal of this decision, arguing that (1) no conflict exists between the

summary plan descriptions and the plans, and (2) the Plaintiff-Appel-lee is not entitled to benefits based purely upon a violation of the

summary plan description disclosure requirements contained in ERISA § 1022. For the reasons that follow, we AFFIRM in part and REVERSE in part the decision of the district court. I. Background Prior to the Spring of 1998, the Plaintiff-Appellee worked for Lockheed Martin Energy Systems (“Lockheed”), which held an operating contract with the United States Department of Energy to perform environmental management and enrichment facilities work at the Paducah Gaseous Diffusion Plant.

Upon the Department of Energy switching the operational structure of the diffusion plant, Bechtel Jacobs took over as the primary contractor for the plant on April 1, 1998. As part of this operational transition, the DOE contract required Bechtel Jacobs to develop a transition plan which, among other things, would provide transitioned employees with the opportunity to participate in a pension plan and a health and welfare plan. Mr. Haus left his job with Lockheed on March 31, 1998 and began work with En-tech Corporation, a first-tier subcontractor to Bechtel Jacobs, on April 2, 1998. Mr.

Haus continued to work at Entech through July 16, 1999, at which point he transitioned to another first-tier Bechtel Jacobs subcontractor, Camp Dresser & McKee Federal Programs. On July 17, 2000 Mr. Haus began direct employment with Bechtel Jacobs. Beginning with a December 13, 2000 letter sent to Bechtel Jacobs’ Human Resources Department, Haus repeatedly but unsuccessfully sought to confirm his status as a Grandfathered Employee eligible for the transition-related benefit plans created by the Defendant-Appellant.

On March 11, 2003, the Plaintiff-Appellee then initiated the instant action, arguing that he is a “Grandfathered Employee” and therefore is eligible for the benefit plans. Each of the four plans describe their qualification requirements for grandfathered status somewhat differently, but both parties agree that “[e]ach plan shares a common first requirement ... which includes employment by LMES [Lockheed] on March 31,1998” and that the Plaintiff-Appellee satisfies that requirement. The parties’ dispute therefore revolves around the plans’ second requirement.

All four plans require an individual to have worked for Bechtel Jacobs or one of its first- or second-tier subcontractors between 1998, and April 1, 2000. Additionally, Plan I contains language that suggests that eligibility requires employment with a first- or second-tier subcontractor engaged in specific “workforce transition” areas. In its brief to the district court, the Plaintiff-Appellee argued that (1) the Defendant-Appellant’s decision to deny him grandfathered status was arbitrary and capricious and (2) that the Defendant-Appellant’s plan did not sufficiently apprise Mr.

Haus of his rights under the relevant benefit plans. In response, Defendant-Appellant Bechtel Jacobs disputed the Plaintiff-Appellee’s claims, saying that (1) the plan administrator’s eligibility determination was not arbitrary and capricious and (2) both the plans and their corresponding summaries amply apprised Mr. Haus of his rights. Finding in favor of the Plaintiff-Appellee, the district court held that although Bechtel Jacobs’ plan administrator acted reasonably in interpreting the plans’ eligibility requirements, Mr.

Haus was nonetheless entitled to benefits because the Plaintiff-Appellee relied on conflicting

summary plan descriptions. II. Legal Standard Under Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115, 109 S.Ct. 948, 103 L.Ed.2d 80 (1989), “[A] denial of benefits challenged under § 1132(a)(1)(

B) is to be reviewed under a de novo standard unless the benefit plan gives the administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe the terms of the plan.” Here, the district court found Bechtel Jacobs Plans gave its administrators such fiduciary discretion. We “review a district court’s determination regarding the proper standard to apply in its review of a plan administrator’s decision de novo.” Hoover v. Provident Life & Accident Ins. Co., 290 F.3d 801, 807 (6th Cir.2002). Neither party suggests the Plans do not give discretion to the Plans Administrators.

When plans give discretion, we apply the highly deferential arbitrary and capricious standard. Borda v. Hardy, Lewis, Pollard, & Page, P.C., 138 F.3d 1062, 1066 (6th Cir.1998) (citation and quotation marks omitted). A plan administrator’s decision will not be deemed arbitrary and capricious so long as “it is possible to offer a reasoned explanation, based on the evidence, for a particular outcome.” Davis v. Ky. Fin. Cos. Ret. Plan, 887 F.2d 689, 693 (6th Cir.1989) (noting that “[t]he arbitrary and capricious standard is the least demanding form of judicial review”). III.

Analysis With this appeal, Defendant-Appellant Bechtel Jacobs argues that the district court erred in finding that the Plaintiff-Appellee is entitled to benefits under the relevant benefit plans notwithstanding the fact that Bechtel Jacobs’ contrary

interpretation of plan eligibility requirements was reasonable. Specifically, the Defendant-Appellant argues that the district court erred in holding that the Plaintiff-Appellee was entitled to benefits based upon conflicting language in the

summary plan descriptions, arguing that (1) no conflict exists between the

summary plan descriptions and the plans, and (2) the Plaintiff-Appellee is not entitled to benefits based purely upon a violation of the

summary plan description disclosure requirements contained in ERISA § 1022. We address the basis for the district court’s decision and the Defendant-Appellant’s arguments below. A. Validity of Defendant-Appellant’s

Interpretation of Plan Eligibility Requirements As an initial matter, we consider whether the district court erred in grudgingly determining that the Defendanh-Appel-lant’s

interpretation of the four plans’ eligibility criteria was reasonable under the applicable arbitrary and capricious standard of review. Plaintiff-Appellee Haus claimed entitlement to retirement benefits under four Bechtel Jacobs plans.

The dispute here revolves around the eligibility requirements under the plans, which are only available to “grandfathered employees.” Each plan describes the qualification requirements for grandfathered status differently, but neither party disputes that “[e]ach plan shares a common first requirement ... which includes employment by LMES [Lockheed] on March 31, 1998” nor that the Plaintiff-Appellee satisfies this requirement. Accordingly, the issue before the Court here revolves around the second requirement for grandfathered status.

With respect to this second eligibility prong, the language contained in each plan differs somewhat, although the requirements in Plans II-IV are extremely similar. Textually the plans all require an individual to have worked for Bechtel Jacobs or one of its first- or second-tier subcontractors between 1998, and April 1, 2000. Additionally, Plan I contains language that suggests that eligibility requires employment with a first- or second-tier subcontractor engaged in specific “workforce transition” areas. Neither Plan II, Plan III, nor Plan IV contain comparable language.

Nonetheless, the Defendant-Appellant has interpreted each plan to include this more restrictive second eligibility prong. In evaluating the Defendant-Appellant’s creative

interpretation of Plans II-IV’s eligibility criteria, the district court clearly articulated its belief that such an

interpretation strained the plain meaning of such plans’ text. Nonetheless, the district court ultimately found that the Defendant-Appellant’s

interpretation was reasonable since extrinsic evidence in the record indicated that “the narrower definition found in Plan I was the one Bechtel and the Department of Energy meant to employ when dealing with the various subcontractors.” Although the Court agrees that an ERISA administrator’s

interpretations are entitled to substantial deference, we find that the Defendant-Appellant’s

interpretation of the eligibility requirements in Plans II-IV are unreasonable. Even in Plan I, the requirement that grandfathered status requires employment with a first-or second-tier subcontractor in specific “workforce transition areas” is less than clear.

Plan I’s text does specify, however, that an employee must be employed “for work in a regular full-time staffing plan position,” which in turn is defined as “... a regular, full-time position identified on an Eligible Subcontractor’s Staffing Plan, Exhibit ‘H’, ‘C’ Form B Appendix 1 ...” Plans II-IV contain no similar language, requiring at most that an employee be employed for work under the DOE contract and Appellant nowhere disputes that Haus worked under the DOE contract.

Specifically, Plan II states that “a Grandfathered Employee is an individual who is employed, after March 31,1998 and before April 1, 2000, by a Company under U.S. Department of Energy Contract DE-A05-980R22700.” Plan III also requires employment with a first- or second-tier subcontractor for “work under the Contract prior to April 1, 2000,” and defines “Contract” as simply the DOE Contract with no other relevant

definitions. Similarly, Plan IV only requires employment during the relevant time period by either “Bechtel Jacobs Company LLC or its first-tier or second-tier Subcontractors for work under this Contract.” In arguing that Plan I’s eligibility criteria applies to all four plans, the Defendant-Appellant says that the eligibility requirements contained in Plans II-IV are somewhat ambiguous and that its administrator’s

interpretation resolving that ambiguity is entitled to substantial deference. See Wulf v. Quantum Chemical Corp., 26 F.3d 1368, 1376 (6th Cir.1994) (“The Language is ambiguous if it is subject to two reasonable

interpretations.”). We agree that ERISA administrators are entitled to substantial deference, but find that no ambiguity exists regarding the eligibility requirements conveyed by the text in Plans II-IV. No language in any plan other than Plan I mentions specific “workforce transition areas.” Indeed, no language in Plans II-IV even hints at such a requirement. Accordingly, we find that the Defendant Appellant’s application of Plan I’s stringent eligibility requirements to each plan — absent any text that even remotely supports such a conclusion — is arbitrary and capricious.

The dissent disagrees with this determination and says that the Court’s review of the Defendanb-Appellant’s eligibility determination in this case is more searching than is allowable under the applicable standard of review. Given that the documents for each separate plan completely fail to support Bechtel’s contention that Haus’ employment with Entech and CDC did not fall under the DOE contract, we can only assume that the dissent would object to any review failing to rubber-stamp the Plan Administrator’s eligibility determination.

We would respectfully suggest that some meaningful review is not only allowable, but required. The dissent particularly objects to our observation, based in part upon statements made at oral argument, that the Defendant-Appellant concedes that Mr. Haus performed work under the blanket DOE contract, identified in the plan materials as DE-A05-980R22700. Specifically, the dissent points to an exchange during rebuttal argument to support the proposition that Mr. Haus may have performed work at the Paducah, Kentucky site not covered by the blanket DOE contract.

At best, however, the exchange cited by the dissent makes clear that there is no evidence in the record to refute the Plaintiff-Appellee’s assertion that the blanket DOE contract covered the work he performed. It is possible that work not covered by the blanket DOE contract took place at the Paducah, Kentucky site, but if it did the record is silent on that point. Moreover, this issue is largely beside the point as the crux of Bechtel’s argument has never been that Mr. Haus was working under either some mysterious non-DOE contract or a distinct but unidentified DOE contract.

Rather, the Defen-danb-Appellant argues — without any support in the record — that eligibility under all four plans requires a showing that an individual performed a specific type of work under the blanket DOE contract. The dissent considers this textually-strained

interpretation valid. We disagree and therefore find the Defendant-Appellant’s

interpretation of Plans II-IVs’ eligibility requirements arbitrary and capricious. B. Conflict Between

Summary Plan Descriptions and Plans In challenging the district court’s judgment, Defendant-Appellant Bechtel Jacobs argues that no conflict exists between the relevant benefit plans and their corresponding

summary plan descriptions. Because the Defendant-Appellant’s

interpretation of Plans II-IV was arbitrary and capricious, we need not discuss whether a conflict did in fact exist between those plans and their respective

summary plan descriptions. The accuracy of the Defendant-Appellant’s argument is nonetheless significant with respect to Plan I because this Court has previously held that where statements made in

summary plan descriptions conflict with statements made in the plans themselves, the

summary plan descriptions are controlling. Edwards v. State Farm Mutual Automobile Insurance, Co., 851 F.2d 134, 136 (6th Cir.1988); see also Helwig v. Kelsey-Hayes Co., 93 F.3d 243 (6th Cir.1996). In Edwards, the Defendant sought to deny an employee disability benefits through a relatively straightforward application of the eligibility criteria contained in the actual plan. Because that criteria directly conflicted with the eligibility information contained in the

summary plan description, however, we held that the Defendant could not deny the Plaintiff disability benefits because “statements in a

summary plan are binding and if such statements conflict with those in the plan itself, the

summary shall govern.” 851 F.2d at 136. The principle underlying our decision in Edwards, and the

summary plan disclosure obligations contained in ERISA § 1022, is ultimately one of pragmatic fairness. When an employer distributes a document that purports to summarize an employee’s benefit information, a lay beneficiary should logically be able to rely on that

summary rather than combing through the often nearly incomprehensible plan itself. Accordingly, a

summary plan must be “written in a manner calculated to be understood by the average plan participant, and ... sufficiently accurate and comprehensive to reasonably apprise such participants and beneficiaries of their rights and obligations under the plan.” 29 U.S.C. § 1022(a)(1). Wfiiere an employer fails to satisfy the disclosure obligations contained in

section 1022, such that the information contained in a

summary plan description is in conflict with that of the plan itself, it is logical that the courts enforce the terms of the

summary plan. Moreover, such a rule comports with the legislative intent underlying ERISA, which makes clear that, “[i]t is grossly unfair to hold an employee accountable for acts which disqualify him from benefits, if he had no knowledge of these acts, or if these conditions were stated in a misleading or incomprehensible manner in the plan booklets.” H.R.Rep. NO. 93-533, 93rd Cong., 2d Sess., reprinted in 1974 U.S.Code Cong. & Admin.News 4639, 4646. With this appeal, Defendant-Appellant Bechtel Jacobs contends that Edwards is inapplicable here because no conflict exists between the relevant benefit plans and their corresponding

summary plan descriptions. Specifically, Bechtel Jacobs argues that although textual conflicts do exist between the four plans, no conflict exists between any individual plan and its corresponding

summary plan description. The Court need not address the efficacy of the Defendant-Appellant’s argument with respect to Plans II-IV, given that the administrator’s

interpretation of those plans was arbitrary and capricious in this case, but we nonetheless note that on its face such an argument appears misplaced. WTiere one interprets Plans II-IV to include Plan I’s more stringent eligibility requirements — as is necessary for the De-fendanti-Appellant to exclude the Plaintiff-Appellee from participation in the plans — a clear conflict exists between each plan as interpreted and its

summary plan description. Moreover, such a conflict implicates the same concerns as those addressed by this Court in Edwards. ERISA § 1022 explicitly requires that employers craft

summary plan descriptions so as to “reasonably apprise ... participants and beneficiaries of their rights and obligations under the plan.” 29 U.S.C. § 1022(a)(1). Moreover, although “a

summary need not ‘include every detail of the thing it summarizes,’ the underlying Plan should include all important items in the

summary.” Coleman v. Aegon Insurance Group, 71 F.Supp.2d 714, 717 (W.D.Ky 1999) (quoting Sprague v. General Motors Corp., 133 F.3d 388 (6th Cir.1998) (en banc)); see also Layaou v. Xerox Corp., 238 F.3d 205, 211 (2nd Cir.2001) (“employees are entitled to rely on the SPDs as their primary source of information about their benefits.”)- Here, the summaries for Plans II-IV seemingly fail to meet these requirements given the sharp conflict between their language and the Defendant-Appellant’s

interpretation of the Plans. As we noted in Edwards, where a conflict exists between the information contained in a

summary plan description and the plan itself, the resulting ambiguity severely disadvantages plan participants. Indeed, in Edwards we noted that the Defendant “should have realized that the explicit language of the

summary could or would have caused [the Plaintiff] and similarly situated unsophisticated lay employees to rely upon [the employer’s] inadvertant [sic] misrepresentation to their detriment.” Edwards, 851 F.2d at 136. Although the instant case differs somewhat from Edwards in that the language contained in Plans II-IV and their respective summaries are similar, the conflict between the Plans as interpreted and their corresponding summaries presents the same dangers described above. Just as in Edwards, the Defendant-Appellant should have realized that lay beneficiaries such as Mr.

Haus would rely on the language contained in the plan summaries distributed by Bechtel Jacobs. Moreover, as in Edwards Mr. Haus did indeed rely on the

summary plan descriptions to his determent both in agreeing to terminate his employment with Lockheed on March 31, 1998, and in failing to investigate whether his employment with a Bechtel Jacobs’ subcontractor would qualify him for benefits under the respective plans. As such, even if the administrator’s

interpretation with respect to Plans II-IV had not been arbitrary and capricious, the Plaintiff-Ap-pellee likely would have prevailed based upon the conflict between those plans as interpreted and their respective

summary plan descriptions. With respect to Plan I, we find no indication that the SPD for Plan I was included in the appendix in this appeal or was included in the record before the district court. Because this precludes us from determining whether a conflict existed between Plan I’s eligibility requirements and its

summary descriptions, the Court vacates and remands to the district court for review of Plan I’s SPD to determine whether it conflicts with that Plan. C. ERISA § 1022 Finally, the Defendanb-Appellant argues that this Court should reverse the district court’s holding that a violation of ERISA § 1022’s disclosure obligations can serve, in and of itself, as the basis for awarding an employee plan benefits. We reject this argument first because the district court simply never articulated such a rule.

To the contrary, the district court explicitly relied on Edwards as the basis for its decision, although it did note that the ambiguity between the respective Plans made the injury to the Plaintiff-Appellee even “more grievous.” The ambiguity between the four plans’ respective

definitions of the term grandfathered employee undoubtedly did create confusion for the Plaintiff-Appellee and other lay beneficiaries, but did not serve as the basis for the district court’s decision. Additionally, this argument is also without force as to Plans II-IV in light of this Court’s holding that the plan administrator’s

interpretation of those plans was arbitrary and capricious. As such, we again reject the Defendant-Appellant’s argument. IV. Conclusion For the foregoing reasons, this Court AFFIRMS in part and REVERSES in part the decision of the district court. . The Plaintiff-Appellee filed suit under ERISA § 502(a)(1)(B), which states in relevant part: (

a) Persons empowered to bring a civil action A civil action may be brought— (1)by a participant or beneficiary (

A) for the relief provided for in subsection (

c) of this section, or (

B) to recover benefits due to him under the terms of the plan to enforce his rights under the terms of this plan, or to clarify his rights to future benefits under the terms of this plan; (2) by the Secretary, or by a participant, beneficiary or fiduciary for appropriate relief under

section 1009 of this title; (3) by a participant, beneficiary, or fiduciary (

A) to enjoin any act or practice which violates any provision of this subchapter or the terms of the plan, or (

B) to obtain other appropriate equitable relief (

I) to address such violations or (ii) to enforce any provisions of this subchapter or the terms of the plan. (Emphasis added.) . Each plan shares a common first requirement for grandfathered status, which includes employment by LMES on March 31, 1998; neither party disputes that Mr. Haus satisfied that provision. The Plans describe the second eligibility qualification requirement as follows: 1. Health and Welfare Plan for Employees of Bechtel Jacobs Company LLC and Subcontractors (Plan

I) defines a grandfathered employee as an employee .[who] either [was] subsequently employed by Bechtel Jacobs Company LLC or by a Subcontractor prior to April 1, 2000 for work in a regular, full-time staffing plan position. It then defines “Staffing Plan Position” as a regular, full-time position identified on an Eligible Subcontractor’s Staffing Plan, Exhibit “H”, "C" Form B Appendix 1, submitted pursuant to the requirements of the DOE Contract and as approved by Bechtel Jacobs Company LLC.

The term shall not include a short term or intermittent position. (A.R. 1 at pg 8-9, 3 2.22.) Finally, Plan I defines "Eligible Subcontractor” as a Subcontractor who employs at least one Grandfathered Employee at the time the Subcontractor commences work under the DOE contract. (A.R. 1 at pg 5, 5 2.12.) Thus, according to Plan I, Mr. Haus’s status depends on whether his work with Entech and Camp Dressier was identified on their "Staffing Plan, Exhibit 'H', 'C.' ” [J.A. 57-62.] 2.

Bechtel Jacobs Company LLC Pension Plan for Grandfathered Employees (Plan II) offers a different definition of the second requirement for grandfathered status. According to Plan II: a Grandfathered Employee is an individual who is employed, after March 31, 1998 and before April 1, 2000, by a Company under U.S. Department of Energy Contract DE-A05-980R22700. Plan II defines "Company” as Bechtel Jacobs Company LLC and any first-tier or second-tier subcontractor, within the meaning of U.S.

Department of Energy Contract DE-ACO5-980R22700 that is authorized by Bechtel Jacobs Company LLC or its delegate or the Committee to participate in the Plan, and that elects to participate in the Plan on behalf of its eligible Employees.... [J.A. 64-65.] 3.

Bechtel Jacobs Company LLC Severance Plan for Grandfathered Employees (Plan III) provides another version of the second requirement for grandfathered status, i.e., as an employee who was subsequently employed by the Contractor or its first-tier or second-tier Subcontractors for work under the Contract prior to April 1, 2000 (A.R. 4 at pg 2.) Plan Ill defines "Contract” as simply the DOE Contract, (id.), and offers no other relevant

definitions. [J.A. 70-71.] 4.Management and Integration 401 K Plan (Plan IV) The record does not contain the actual plan language for Plan IV. The SPD for Plan IV, however, indicates that eligibility as a grandfathered employee requires that “[t]he individual was either subsequently employed by Bechtel Jacobs Company LLC or its first-tier or second-tier Subcontractors for work under this Contract prior to April 1, 2000 [J.A. 76.] . The dissent disagrees with our characterization of the record, stating that "Bechtel's position all along has been that Mr.

Haus’ employment with Entech and CDM did not fall 'under the contract.’ " But, of course, we instead face the issue of whether the plan documents for each separate plan support Bechtel’s position. While Bechtel claims the phrase “under the contract” includes Plan I’s more stringent eligibility criteria, those eligibility requirements are nowhere found in Plans II, III, or IV. More important, Bechtel never explains what other contract Haus's employers operated under if they did not operate under Bechtel Jacob’s umbrella contract with the Department of Energy.

Bechtel has never denied that Haus performed work at the Paducah, Kentucky site covered by the Jacob’s umbrella contract. Indeed, at oral argument the Appellant admitted their was only one contract: Court: Wasn’t he [Haus] working at the same facility that the Department of Energy had contracted with your Client to run? Appellant: He was working in Paducah, Kentucky that's correct your honor. Court: Wasn't it overall under the Department of Energy? Appellant: Yes. Court: Wouldn't he then be working as a subcontractor or for a subcontractor under the overall department of energy contract?

Appellant: Well, I think that's true, but ... [Recorded Transcript of Oral Argument at 6:18.] During the rebuttal portion of oral argument, which the dissent quotes at length, the Appellant backed away from this omission with contradictory statements, saying both that (1) the record was silent regarding whether Bechtel's subcontractor did work at the Paducah, Kentucky site not controlled by the contract with the DOE; and

(2) Bechtel’s subcontractors do engage in non-DOE work at that site. At no point, however, did Counsel for the Appellant argue that Mr. Haus performed work not covered by the blanket DOE contract, which is ultimately the only relevant inquiry.