Francine Helton v. AT&T Inc. ( 2013 )

PUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
FRANCINE HELTON, 
Plaintiff-Appellee,
v.
 No. 11-2153
AT&T INC.; AT&T PENSION
BENEFIT PLAN,
Defendants-Appellants.

Appeal from the United States District Court
for the Eastern District of Virginia, at Alexandria.
Gerald Bruce Lee, District Judge.
(1:10-cv-00857-GBL-JFA)
Argued: December 5, 2012
Decided: March 6, 2013
Before SHEDD, KEENAN, and WYNN, Circuit Judges.
Affirmed by published opinion. Judge Wynn wrote the opin-
ion, in which Judge Shedd and Judge Keenan concurred.
COUNSEL
ARGUED: Stacey Alan Campbell, LITTLER MENDELSON
PC, Denver, Colorado, for Appellants. Allison Caalim Pienta,
STEPHEN R. BRUCE LAW OFFICES, Washington, D.C.,
2 HELTON v. AT&T INC.
for Appellee. ON BRIEFS: Stephen R. Bruce, STEPHEN R.
BRUCE LAW OFFICES, Washington, D.C., for Appellee.
OPINION
WYNN, Circuit Judge:
After first learning in 2009 that she had been entitled to
begin collecting her full pension benefits nearly eight years
earlier, plaintiff Francine Helton contacted her pension plan
seeking to recoup her lost benefits. The pension plan denied
Helton’s claim, and Helton, in turn, brought this action under
the Employee Retirement Income Security Act of 1974
("ERISA") against defendants AT&T Inc., her former
employer, and the AT&T Pension Benefit Plan (collectively,
"AT&T"). Following a bench trial, the district court found
that AT&T unreasonably denied Helton’s claim and failed to
adequately notify her of a material change to its pension plan
that allowed her to collect full benefits earlier than she had
originally understood. The court awarded Helton $121,563.90
plus interest, reflecting the benefits she would have received
from November 2001, when she became eligible to collect her
pension benefits, until September 2009, when she was
informed of her eligibility.
On appeal, AT&T challenges the district court’s consider-
ation of evidence outside of the administrative record and the
court’s determination that AT&T breached its statutory and
fiduciary duties to Helton. AT&T also contends that the rem-
edy the district court awarded—"retroactive" benefits—was
barred by the Supreme Court’s recent decision in Cigna Corp.
v. Amara, 131 S.Ct. 1866 (2011). For the reasons set forth
below, we hold that the district court properly considered lim-
ited evidence outside of the administrative record but known
to AT&T when it rendered Helton’s benefits determination;
correctly determined that AT&T breached its statutory and
HELTON v. AT&T INC. 3
fiduciary duties to Helton; and did not err in awarding Helton
her lost benefits. Accordingly, we affirm.
I.
Helton, who was born in October 1946, began working for
AT&T in 1980 and moved to her present home in Arlington,
Virginia in 1988. In April 1997, Helton took paid vacation
time and, after her paid vacation was exhausted, an unpaid
leave of absence from AT&T to open a home-cooking restau-
rant. She formally resigned from the company on May 31,
1997. At the time she left, Helton was a deferred vested pen-
sioner of the Legacy AT&T Management Program of the
AT&T Pension Plan (the "Pension Plan") and believed, at that
time correctly, that she was not eligible to receive benefits
under the Pension Plan until she turned sixty-five. AT&T both
funds and, for ERISA purposes, serves as plan administrator
of the Pension Plan.
In August 1997, AT&T amended the Pension Plan through
a "Special Update," which, among other provisions, allowed
certain participants, including Helton, to elect benefits at age
fifty-five without facing any benefit reduction. AT&T
attempted to notify eligible individuals about the Special
Update in at least two ways: (1) through an April 28, 1997 let-
ter from then AT&T Executive Vice President Harold Burlin-
game to active management employees and (2) in the Pension
Plan’s January 1, 1998 Summary Plan Description ("SPD"),
which also was mailed to active management employees. Hel-
ton testified that she did not receive either of these communi-
cations.
Under the Special Update, Helton was entitled to begin
receiving full pension benefits in October 2001, when she
turned fifty-five. On March 14, 2001, AT&T employee Diane
Ahlin forwarded an e-mail to the company’s Pension Service
Center stating: "I know that my ncs is 6-30-80 but I am not
quite sure of my last date of employment. Can you please let
4 HELTON v. AT&T INC.
me know. And is it true that I am not entitled to any pension
benefits until I[’ve] reached the age of 65." J.A. 4101. Hel-
ton’s name and social security number were at the bottom of
the message, and her "ncs," an employee’s start-date with
AT&T, matched the one in the message. Helton testified that
she did not recall sending the message and that she had never
interacted with Ahlin, but said she did have those questions
at the time.
The Pension Service Center’s case notes for Helton indicate
the Center received a request for pension information on
March 14, 2001, the same day as the Ahlin e-mail was for-
warded. In response, the Center prepared a calculation of ben-
efits on April 16, 2001. The case notes further indicate that
the calculation of benefits was mailed to Helton as part of a
pension commencement package on April 19, 2001. Accord-
ing to the case notes, Helton never returned this package,
which included forms Helton had to complete in order to elect
her benefits. The calculation of benefits was, therefore,
destroyed, pursuant to AT&T’s standard practice. However, a
separate AT&T record does not show that AT&T mailed the
April 16, 2001 commencement package to Helton, even
though it indicates that other pension materials were mailed
to her. Helton testified that she did not receive a commence-
ment package or other pension-related communication from
AT&T in 2001. Helton further testified that she did not
receive AT&T’s 2004 SPD, which also discussed the Special
Update, until 2010.
On July 31, 2009, Helton, who was approaching her sixty-
fifth birthday, contacted the Pension Service Center to find
out how much she would receive when she became eligible
for her pension. AT&T records indicate that, in response to
Helton’s request, it mailed pension materials to Helton on
July 31, 2009, August 18, 2009, and August 31, 2009. How-
ever, Helton testified that she only received the materials sent
on August 31, 2009. In that mailing, Helton received a com-
mencement of benefits packet stating that she was immedi-
HELTON v. AT&T INC. 5
ately eligible to begin collecting her full pension benefit,
despite the fact that she had not yet turned sixty-five. [J.A.
550] After learning about the Special Update from the Pen-
sion Service Center, Helton contacted AT&T’s Pension Plan
administrator, AON Consulting,1 and requested pension bene-
fits dating back to her fifty-fifth birthday. The administrator
denied Helton’s request on December 16, 2009, stating that,
under the Pension Plan’s terms, benefits are payable on a "for-
ward going basis and there is no provision in the Plan for
retroactive pension payments." J.A. 553.
On December 29, 2009, Helton appealed the administra-
tor’s denial of benefits to AT&T’s Employee Benefits Com-
mittee (the "Benefits Committee"), stating that she never
received the 2001 commencement package or the Burlingame
letter. Helton suggested that she might not have received the
mailings because she was on personal leave at the time they
were mailed or because, even when properly sent, "[t]here is
often mail that is mis-delivered and often not returned." J.A.
563.
Christine Holland, an AT&T employee and secretary of the
Benefits Committee, prepared the materials for the committee
to consider in reviewing Helton’s appeal. The administrative
record Holland assembled included a brief statement of facts
regarding Helton’s claim, a timeline, a copy of the Burlin-
game letter, excerpts from the version of the Pension Plan in
effect in 1998, excerpts from the 2004 SPD, a screen shot of
Helton’s address in AT&T’s employee masterfile, and copies
of correspondence between AT&T and Helton regarding her
claim.
After reviewing the record, the Benefits Committee, which
was composed of five AT&T human resources vice presi-
1
AT&T stipulates that it is the "plan administrator" of the Pension Plan
for purposes of ERISA. Appellant’s Br. at 6. AT&T appointed AON to
serve as Pension Plan Administrator, overseeing claims for benefits.
6 HELTON v. AT&T INC.
dents, denied Helton’s appeal on March 22, 2010, affirming
the administrator’s decision that "retroactive" benefits are
unavailable under the terms of the Pension Plan. J.A. 531. The
Benefits Committee also determined that Helton was appro-
priately notified of the Special Update because she was an
"active management employee" on August 28, 1997, when the
Burlingame letter was mailed, and her "address has remained
the same since at least 1988 and there was no indication that
mail has been returned to [AT&T] as undeliverable from
[Helton’s] address." J.A. 534.
Following the Benefits Committee’s denial of her appeal,
Helton requested that AT&T provide her with all materials in
its possession related to her claim, as required by federal law.
See 29 C.F.R. § 2560.503-1(j)(3), (m)(8). In response, AT&T
provided Helton with the Pension Service Center’s case notes
for her claim and a model version of the benefit calculation
that would have been included in her 2001 commencement
package.
On August 8, 2010, Helton filed a complaint against AT&T
in federal district court alleging, among other things, that
AT&T: (1) improperly denied her retroactive benefits; (2)
violated ERISA’s disclosure obligations by failing to inform
her about the Special Update; (3) breached its fiduciary duty
to keep her informed about her benefits under the Plan; and
(4) failed to provide her with information she requested. The
complaint sought benefits for the period between when Helton
turned fifty-five and when she began receiving benefits in
2009, as well as further monetary and declaratory relief.
AT&T moved for summary judgment on all claims. The dis-
trict court granted AT&T’s motion with respect to the fourth
claim and denied the motion as to the other three claims.
Following a three-day bench trial, the district court issued
its Findings of Fact and Conclusions of Law on September
16, 2011, finding for Helton on all three surviving claims.
Helton v. AT&T, Inc., 805 F. Supp. 2d 234, 250 (E.D. Va.
HELTON v. AT&T INC. 7
2011). The court entered a $121,563.90 judgment in Helton’s
favor for the first claim but awarded only declaratory relief
for the remaining two claims, holding that multiple recovery
would be inequitable. Id. AT&T appealed.
II.
This Court reviews judgments stemming from a bench trial
under a mixed standard: factual findings are reviewed for
clear error, whereas conclusions of law are reviewed de novo.
Plasters’ Local Union No. 96 Pension Plan v. Pepper, 663
F.3d 210, 215 (4th Cir. 2011). "A finding is ‘clearly errone-
ous’ when although there is evidence to support it, the review-
ing court on the entire evidence is left with a definite and firm
conviction that a mistake has been committed." Evergreen
Int’l, S.A. v. Norfolk Dredging Co., 531 F.3d 302, 308 (4th
Cir. 2008) (quoting United States v. United States Gypsum
Co., 333 U.S. 364, 395 (1948)). In cases in which a district
court’s factual findings turn on assessments of witness credi-
bility or the weighing of conflicting evidence during a bench
trial, such findings are entitled to even greater deference.
Evergreen, 531 F.3d at 308 (noting that a district court’s cred-
ibility determinations "deserv[e] the highest degree of appel-
late deference" (quotation omitted)); Nationwide Mut. Ins. Co.
v. De Loach, 262 F.2d 775, 778 (4th Cir. 1959) ("[A] trial
court’s resolutions of questions of fact on conflicting evidence
are entitled to great weight and will not be reversed except for
plain error.").
On appeal, AT&T argues the district court committed fac-
tual and legal error in reversing the Pension Plan’s coverage
determination and awarding Helton retroactive benefits under
Section 502(a)(1)(B) of ERISA, 29 U.S.C. § 1132(a)(1)(B).
AT&T also disputes the district court’s largely factual finding
that the Pension Plan failed to comply with ERISA reporting
and disclosure requirements set out in 29 U.S.C. § 1022.2 We
address each of these arguments in turn.
2
AT&T further contends that the district court erred both as a matter of
law and fact in holding that Helton was entitled to equitable relief under
8 HELTON v. AT&T INC.
III.
First, AT&T challenges the factual findings and legal con-
clusions underlying the district court’s holding that Helton is
entitled to retroactive pension benefits under 29 U.S.C.
§ 1132(a)(1)(B), which authorizes a plan participant or bene-
ficiary to bring a "civil action . . . to recover benefits due to
him under the terms of his plan, to enforce his rights under the
terms of the plan, or to clarify his rights to future benefits
under the terms of the plan."
This Court reviews de novo a district court’s review of a
coverage decision by an ERISA plan administrator, applying
the same standard of review as the district court applied. Wil-
liams v. Metro. Life Ins. Co., 609 F.3d 622, 629 (4th Cir.
2010). The scope of a district court’s review in an action chal-
lenging an administrator’s coverage determination under Sec-
tion 1132(a)(1)(B) turns on whether the benefit plan at issue
vests the administrator with discretionary authority. Firestone
Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115 (1989);
Woods v. Prudential Ins. Co. of Am., 528 F.3d 320, 321-22
(4th Cir. 2008). If a plan does not give the administrator dis-
cretionary authority, a district court reviews the coverage
determination de novo. Woods, 528 F.3d at 322.
However, when "an ERISA benefit plan vests with the plan
administrator the discretionary authority to make eligibility
determinations for beneficiaries, a reviewing court evaluates
the plan administrator’s decision for abuse of discretion." Wil-
liams, 609 F.3d at 629-30. Under this standard, this Court
should affirm a discretionary decision of a plan administrator
Section 502(a)(3) of ERISA, 29 U.S.C. § 1132(a)(3). Because we hold that
the district court properly awarded Helton relief under Section
1132(a)(1)(B) and because we agree with the district court that this relief
made her whole, we need not, and thus do not, determine whether the dis-
trict court properly found for Helton on her breach of fiduciary duty claim.
HELTON v. AT&T INC. 9
if it is the result of a "deliberate, principled reasoning pro-
cess" and is supported by "substantial evidence," even if we
would reach a different decision independently. Id. at 630.
Here, the Pension Plan states that the Benefits Committee
"shall have sole and complete discretionary authority and con-
trol to manage the operation and administration of the Plan,
including, but not limited to . . . interpretation of all Plan pro-
visions [and] determination of the amount and kind of bene-
fits payable to any Participant . . . ." J.A. 3342. Because this
language gives AT&T discretionary authority in administra-
tion of the Pension Plan, we review AT&T’s decision to deny
Helton retroactive benefits for abuse of discretion.
AT&T contends that, under this standard of review, the dis-
trict court improperly granted Helton retroactive benefits
under Section 1132(a)(1)(B) for four reasons: (1) it improp-
erly relied on evidence outside of the administrative record;
(2) it erred in holding that AT&T’s denial of Helton’s claim
was not reasonable; (3) it should have remanded the case to
AT&T for reconsideration after finding that AT&T abused its
discretion in denying Helton’s claim; and (4) it was pre-
cluded, under the terms of the Pension Plan, from awarding
Helton retroactive benefits. We disagree.
A.
First, we address the district court’s decision to consider
limited evidence outside of the administrative record prepared
by AT&T. Generally, consideration of evidence outside of the
administrative record is inappropriate when a coverage deter-
mination is reviewed for abuse of discretion.3 Sheppard &
Enoch Pratt Hosp. v. Travelers Ins. Co., 32 F.3d 120, 125
(4th Cir. 1994); see also Bernstein v. CapitalCare, Inc., 70
3
By contrast, on de novo review, district courts have limited latitude to
consider evidence from outside the administrative record. See Quesinberry
v. Life Ins. Co. of N.A., 987 F.2d 1017, 1026-27 (4th Cir. 1993) (en banc).
10 HELTON v. AT&T INC.
F.3d 783, 788 (4th Cir. 1995). The rationale for this rule is
that, to the extent possible, the administration of ERISA plans
should be left to plan fiduciaries, not federal courts. Bernstein,
70 F.3d at 788. Additionally, promoting internal resolution of
claims furthers ERISA’s goals of expeditiously, efficiently,
and inexpensively resolving coverage disputes. See Perry v.
Simplicity Eng’g, 900 F.2d 963, 967 (6th Cir. 1990).
AT&T contends that in Sheppard, in which we set out our
current approach to consideration of extrinsic evidence on
abuse of discretion review, we established an absolute bar to
considering evidence outside of the administrative record.
Appellant’s R. Br. at 6-7 ("This Court has made clear that a
district court’s assessment of the reasonableness of a plan
administrator’s decision is limited to a review of the docu-
ments in the administrative record. In applying the abuse-of-
discretion standard, courts are entitled to only look at the evi-
dence that was before the plan administrator and determine if
the decision, based on that evidence, was reasonable . . . .").
However, a closer review of our precedent demonstrates
that we have taken a more nuanced approach to consideration
of extrinsic evidence on deferential review, rather than
embracing an absolute bar. In particular, in discussing what
evidence may be considered, we generally have focused on
whether evidence was known to the administrator when it ren-
dered its decision, not whether it was part of the administra-
tive record. For example, in Sheppard we held that "the
reasonableness of the administrator’s decision must be based
on the facts known to it at the time." 32 F.3d at 125 (emphasis
added); see also Elliott v. Sara Lee Corp., 190 F.3d 601, 608-
09 (4th Cir. 1999) (same). Likewise, in Jett v. Blue Cross &
Blue Shield of Alabama, which was the genesis of the lan-
guage regarding extrinsic evidence that we used in Sheppard,
the Eleventh Circuit emphasized that whether evidence was
"known to the administrator at the time the decision was
made" is the determinative consideration as to whether the
district court can consider extrinsic evidence on abuse of dis-
HELTON v. AT&T INC. 11
cretion review. 890 F.2d 1137, 1139 (11th Cir. 1989). Thus,
like the Eleventh Circuit in Jett, in Sheppard we did not focus
myopically on whether evidence was part of the administra-
tive record but, rather, on whether the evidence was known to
the administrator when it rendered its decision.
By contrast, we have refused to consider extrinsic evidence
only in cases in which a plaintiff seeking benefits sought to
first introduce evidence in federal court that was unknown to
the administrator. See, e.g., Elliott, 190 F.3d at 608-09 (hold-
ing that the district court properly refused beneficiary’s
request for the court to consider affidavit of a vocational con-
sultant hired by the beneficiary, when the beneficiary failed
to submit affidavit to plan Appeals Committee despite having
had an opportunity to do so); Sheppard, 32 F.3d at 124-25(refusing to consider affidavit of beneficiary’s treating physi-
cian, when beneficiary failed to submit affidavit to plan
review committee); Webster v. Black & Decker (U.S.) Inc., 33
Fed. App’x 69, 74 (4th Cir. 2002) (unpublished) (refusing to
consider Social Security Administration determination letter
when beneficiary first produced letter in federal court).
Not surprisingly, then, AT&T cannot cite, nor have we
found, any case in which we have held that a district court
could not consider evidence from outside of the administra-
tive record when that evidence was known to the administra-
tor at the time the administrator rendered its benefits
determination. Indeed, other Circuits confronted with a plan
administrator that knew or should have known of certain
pieces of evidence outside of the administrative record have
held that a district court properly considered such evidence on
abuse of discretion review. See Hess v. Hartford Life Acc. Ins.
Co., 274 F.3d 456, 462-63 (7th Cir. 2001) (holding that dis-
trict court properly considered beneficiary’s employment con-
tract, even though plan administrator said that it never saw the
contract); Brooking v. Hartford Life and Acc. Ins. Co., 167 F.
App’x 544, 547 n.4 (6th Cir. 2004) (holding that a district
12 HELTON v. AT&T INC.
court may consider plan documents, even if such documents
were not part of the administrative record).
Had Sheppard allowed plan administrators the unchecked
opportunity to pick and choose what evidence in their posses-
sion to include in the administrative record, as AT&T argues,
we would have effectively surrendered our ability to review
ERISA benefits determinations because plan administrators
could simply omit any evidence from the administrative
record that would suggest their decisions were unreasonable.
As the Seventh Circuit explained in Hess, "[t]he fact that [a
plan administrator] did not bother to read pertinent evidence
actually before him cannot shield [the plan’s] decision from
review." 274 F.3d at 462-63.
Although the plain language of Sheppard permits district
courts to consider extrinsic evidence known to the administra-
tor at the time of its review, such a reading is also compelled
by the framework we have established for abuse of discretion
review in actions brought under Section 1132(a)(1)(B) of
ERISA. In particular, we have long recognized that certain
types of extrinsic evidence often are necessary for a court to
assess whether an administrator abused its discretion in deny-
ing a plan member’s request for benefits.
In Booth v. Wal-Mart Stores, Inc. Associates Health & Wel-
fare Plan, which was decided after Sheppard, we identified
eight nonexclusive factors for courts to consider in evaluating
whether a plan administrator abused its discretion:
(1) the language of the plan; (2) the purposes and
goals of the plan; (3) the adequacy of the materials
considered to make the decision and the degree to
which they support it; (4) whether the fiduciary’s
interpretation was consistent with other provisions in
the plan and with earlier interpretations of the plan;
(5) whether the decision-making process was rea-
soned and principled; (6) whether the decision was
HELTON v. AT&T INC. 13
consistent with the procedural and substantive
requirements of ERISA; (7) any external standard
relevant to the exercise of discretion; and (8) the
fiduciary’s motives and any conflict of interest it
may have.
201 F.3d 335, 342-43 (4th Cir. 2000). Since Booth was
decided, both this Court and our district courts have applied
this multifactor test on numerous occasions. See, e.g., Carden
v. Aetna Life Ins. Co., 559 F.3d 256, 261-63 (4th Cir. 2009);
Williams v. Metro. Life Ins. Co., 632 F. Supp. 2d 525, 538-43
(E.D.N.C. 2008), aff’d Williams, 622 F.3d at 637. The Booth
factors incorporate many principles from trust law and, in so
doing, reflect a desire to ensure that plan sponsors cannot,
through artful plan drafting, "impinge on the proper role of
courts in enforcing contracts and establishing principles of
judicial review." 201 F.3d at 343.
As is facially apparent, a district court in many cases may
not be able to adequately assess a number of the Booth factors
in the absence of evidence from outside the administrative
record. For example, the fourth factor requires a court to con-
sider whether the coverage determination at issue is consistent
with earlier interpretations of the plan. Because the adminis-
trative record focuses on the coverage determination at hand,
courts would have to look at extrinsic evidence concerning
the plan administrator’s prior coverage determinations to
assess this factor. See Gooden v. Provident Life & Acc. Ins.
Co., 250 F.3d 329, 333 (5th Cir. 2001) (explaining extrinsic
evidence is necessary to determine "how an administrator has
interpreted terms of the plan in other instances" (quotation
omitted)). Similarly, one can envision many circumstances in
which a court would need to look to extrinsic evidence to
evaluate the adequacy of the administrative record, as is
required by the third factor, or the impact of a plan fiduciary’s
conflict of interest, as is required by the eighth factor.4 See
4
This is not to say that, in some cases, a court could not determine that
a record was wholly inadequate on its face. See Bernstein, 70 F.3d at 789-
14 HELTON v. AT&T INC.
Murphy v. Deloitte & Touche Group Ins. Plan, 619 F.3d
1151, 1158 (10th Cir. 2010) ("[W]ithout discovery, a claimant
may not have access to the information necessary to establish
the seriousness of the conflict [of interest].").
Thus, were we to accept AT&T’s reading of Sheppard and
its progeny as absolutely barring consideration of extrinsic
evidence, we would preclude our district courts from assess-
ing many of the factors we have directed them to consider in
determining whether an ERISA plan administrator abused its
discretion. But when interpreting our precedent, we seek to
reconcile our past decisions, not adopt interpretations that
place them squarely in conflict. See McMellon v. United
States, 387 F.3d 329, 334 (4th Cir. 2004) (en banc) (holding
that only "when there is an irreconcilable conflict between
opinions issued by three-judge panels" do we follow the rule
that the first case decided on an issue is controlling (emphasis
added)); United States v. Hogan, 986 F.2d 1364, 1369 (11th
Cir. 1993) ("A panel . . . is obligated, if at all possible, to dis-
till from apparently conflicting prior panel decisions a basis
of reconciliation and to apply that reconciled rule.").
AT&T nevertheless identifies language in some of our
decisions that, at first blush, appears to absolutely bar consid-
eration of evidence outside the administrative record. In par-
ticular, AT&T points out that in Williams we noted that
"[b]oth this Court and the district court conduct these [abuse
of discretion] reviews based solely on the existing administra-
tive record, rather than on any testimony or other additional
evidence obtained outside the administrative record." 609
F.3d at 631. However, this comment was made in the context
of addressing an entirely different issue—whether, after con-
90 (finding an administrative record was facially insufficient when it "con-
tained very little evidence at all"). In many cases, however, the adequacy
of the administrative record or the impact of a conflict of interest may
become apparent only after considering extrinsic evidence.
HELTON v. AT&T INC. 15
cluding that the district court had applied the improper stan-
dard of review, it was necessary to remand the case for
reconsideration. Id. So in that case, we merely observed that
because we apply the same standard of review as the district
court, and the district court had not considered any evidence
from outside of the administrative record in rendering its deci-
sion, remand was unnecessary. Id. at 629, 631.
AT&T also cites similar language in our unpublished deci-
sion in Frankton v. Metropolitan Life Insurance Co., 432 Fed.
App’x 210 (4th Cir. May 23, 2011) (unpublished). However,
like in Sheppard, Elliott, and Webster, the Frankton panel
considered only whether it was proper for the district court to
refuse to consider extrinsic evidence that was not known to
the administrator when it made its benefits determination. Id.
at 215.
Allowing for consideration of evidence outside the admin-
istrative record but known to the administrator on abuse of
discretion review is consistent with the trend in our sister Cir-
cuits. Historically, most Circuits prohibited consideration of
extrinsic evidence on abuse of discretion review. See, e.g.,
Miller v. United Welfare Fund, 72 F.3d 1066, 1071 (2d Cir.
1995). Yet a number of Circuits, including this one, softened
that rule by creating a less deferential standard of review for
decisions by self-interested plan administrators who served
both as a fiduciary to plan beneficiaries and as the party
responsible for making payments under the plan. See Wil-
liams, 609 F.3d at 630; Ellis v. Metropolitan Life Ins. Co., 126
F.3d 228, 233 (4th Cir. 1997), rev’d by Metropolitan Life Ins.
Co. v. Glenn, 554 U.S. 105 (2008); see also Chambers v.
Family Health Plan Corp., 100 F.3d 818, 826-27 (10th Cir.
1996) (cataloguing the Circuits’ approaches to reviewing
decisions by self-interested ERISA plan administrators).
But in 2008, the Supreme Court held in Metropolitan Life
Insurance Co. v. Glenn that although courts may consider an
administrator’s conflict of interest in assessing the reasonable-
16 HELTON v. AT&T INC.
ness of a benefits decision, they may not change the applica-
ble standard of review because of such a conflict. Id. at 115-
16. As a result, it became all the more important for courts to
have access to adequate evidence to assess, for example, how
a conflict of interest may have impacted the adequacy of the
administrative record and, consequently, a contested benefits
determination.
Since Glenn, Circuits have begun explicitly recognizing
exceptions to the general rule barring consideration of extrin-
sic evidence on abuse of discretion review. Noting that "the
Supreme Court’s decision in Glenn contemplates the possibil-
ity of extra-record discovery related to a dual role conflict of
interest," the Tenth Circuit now expressly permits consider-
ation of extrinsic evidence regarding the extent and impact of
a plan administrator’s conflict of interest. Murphy, 619 F.3d
at 1161-62. Similarly modifying its abuse of discretion review
framework in the wake of Glenn, the Ninth Circuit held that
courts may consider evidence from outside of the administra-
tive record in at least three situations: (1) to determine
whether and to what extent an administrator’s conflict of
interest adversely affected the administrative decision-making
process, (2) when "procedural irregularities" undermined the
development of a full administrative record, and (3) when a
plan’s representations caused a participant to incorrectly but
reasonably believe a document was part of the administrative
record. Burke v. Pitney Bowes Inc. Long-Term Disability
Plan, 544 F.3d 1016, 1027-28 (9th Cir. 2008). And the Fifth
Circuit allows consideration of extrinsic evidence in cases
where procedural irregularities inhibited the development of
an adequate record. See Lafleur v. La. Health Service &
Indem. Co., 563 F.3d 148, 158 n.22 (5th Cir. 2009).
At present, the overwhelming majority of our sister Circuits
agree with the position we first embraced in Sheppard and do
not absolutely bar consideration of extrinsic evidence on def-
erential review. Compare id. (rejecting absolute bar to consid-
eration of extrinsic evidence on abuse of discretion review);
HELTON v. AT&T INC. 17
Murphy, 619 F.3d at 1162 (same); Burke, 544 F.3d at 1027-28(same); Rittenhouse v. UnitedHealth Group Long Term Dis-
ability Ins. Plan, 476 F.3d 626, 630 (8th Cir. 2007) (same);
Evans v. UnumProvident Corp., 434 F.3d 866, 876 (6th Cir.
2006) (same); Orndorf v. Paul Revere Life Ins. Co., 404 F.3d
510, 519 (1st Cir. 2005) (same); Zervos v. Verizon N.Y., Inc.,
277 F.3d 635, 646-47 (2d Cir. 2002) (same); Hess, 274 F.3d
at 462-63 (same); with Fleisher v. Standard Ins. Co., 679 F.3d
116, 121 (3d Cir. 2012) (barring consideration of extrinsic
evidence on abuse of discretion review); Blankenship v. Met-
ropolitan Life Ins. Co., 644 F.3d 1350, 1354 (11th Cir. 2011)
(same).
In sum, under Sheppard, a district court may consider evi-
dence outside of the administrative record on abuse of discre-
tion review in an ERISA case when such evidence is
necessary to adequately assess the Booth factors and the evi-
dence was known to the plan administrator when it rendered
its benefits determination. Since Sheppard, we have not had
occasion to clearly address when a plan administrator can be
charged with knowledge of evidence outside of the adminis-
trative record. Nonetheless, the general rule is that corporate
entities, like plan administrators, have knowledge of two
types of information.
First, relying on principles of agency, courts have found
that "knowledge obtained by corporate employees acting
within the scope of their employment is imputed to the corpo-
ration." United States v. One Parcel of Land Located at 7326
Hwy. 45 N., Three Lakes, Oneida Cnty., Wisc., 965 F.2d 311,
316 (7th Cir. 1992); Duplex Envelope Co. v. Denominational
Envelope Co., 80 F.2d 179, 182 (4th Cir. 1935); see generally
James D. Cox & Thomas Lee Hazen, 1 The Law of Corpora-
tions § 8:15 (2010); William Meade Fletcher, 3 Fletcher
Cyclopedia of Corporations § 790 (2006). Second, because
corporations are charged with knowledge of information
known to their officers and because officers are charged with
knowledge of information in corporate books and records,
18 HELTON v. AT&T INC.
corporate entities also have constructive knowledge of the
contents of their records. Albert Lea Foundry Co. v. Iowa Sav.
Bank of Marshalltown, Iowa, 21 F.2d 515, 518 (8th Cir.
1927); see generally 5A Fletcher Cyclopedia of Corporations
§ 2203 (2012). Therefore, an ERISA plan administrator can
be charged with knowledge of information acquired by its
employees in the scope of their employment and the contents
of its books and records.
Turning to the case at hand, AT&T identifies several pieces
of extrinsic evidence upon which it contends the district court
improperly relied:
• The fact that Helton did not initially receive the
2009 commencement package and that AT&T
sent a second package to Helton after her request;
• The March 14, 2001 Diane Ahlin e-mail, which
did not contain a request for a commencement
package;
• Helton’s multiple telephone calls to the Pension
Service Center in September 2009, during which
she maintained that she did not receive any infor-
mation about the Special Update;
• A screen shot indicating Helton’s home address
in 2007;
• The trial testimony of Paula Stoia;
• The trial testimony of Edwin Adam; and
• The trial testimony of Laurie Banwart.
Appellant’s Br. at 26.
We hold that the district court properly considered this evi-
dence, with the exception of the trial testimony of Adam, who
HELTON v. AT&T INC. 19
oversaw the mailing of Pension Plan communications for
AT&T contractor Universal Mailing Services, and Banwart,
who was employed by AON as a director of operations at
AT&T’s Pension Service Center. We do so, first, because the
district court considered this evidence in the course of deter-
mining whether the Benefits Committee relied on adequate
materials in denying Helton’s appeal, one of the eight Booth
factors. See Helton, 805 F. Supp. 2d at 244-45 ("There is no
evidence that the [Pension] Plan administrator inquired about
or evaluated the mailing procedures, and the [Benefits] Com-
mittee seemed to rubberstamp without question the adminis-
trator’s assertions that the materials were sent. The [Benefits]
Committee did not inquire into the mailing process.").
Second, all of this evidence, with the exception of Adam’s
and Banwart’s testimony, was known to, or in the control of,
AT&T when the Benefits Committee made its decision. The
screen shots indicating the two failed mailings of Helton’s
2009 commencement package, the 2001 Ahlin e-mail, record-
ings of Helton’s September 2009 phone conversations with
the Pension Service Center, and the screen shot of Helton’s
home address in 2007 all are AT&T corporate records that the
Benefits Committee readily could have considered, had it
made an effort to do so. AT&T also can be charged with
knowledge of Stoia’s testimony since she worked for AT&T
in 2009, when the decision was rendered. See Duplex Enve-
lope Co., 80 F.2d at 182. Thus, the Benefits Committee easily
could have communicated with Stoia regarding any facts rele-
vant to Helton’s claim.
However, the district court should not have considered
Adam’s and Banwart’s testimony. Both Adam and Banwart
stopped working with AT&T in 2007 and therefore had no
relationship with AT&T when the Benefits Committee ren-
dered its decision in 2009. Accordingly, AT&T was free to
interview Adam and Banwart as part of its review of Helton’s
claim but cannot properly be charged with knowledge of their
testimony.
20 HELTON v. AT&T INC.
B.
Next, keeping in mind which pieces of evidence are prop-
erly considered on deferential review, we must decide
whether the district court erred in holding that AT&T abused
its discretion in denying Helton’s request to recoup her lost
benefits. We do so with the aid of the factors set out in Booth.
201 F.3d at 342-43. All eight Booth factors need not be, and
are not, in play in this case. Booth, 201 F.3d at 342-43. Those
factors that do apply convince us that AT&T’s decision to
deny Helton’s claim was unreasonable.
First, the decision was not supported by the language of the
Pension Plan, as required by the first Booth factor, nor was it
consistent with other terms in the Pension Plan, as required by
the fourth factor. Specifically, in denying Helton’s claim, the
Benefits Committee pointed to language in two documents
that it contended precluded the award of retroactive benefits:
Section 4.06 of the Pension Plan version in effect when
AT&T provided the Special Update and the 1998 SPD. Sec-
tion 4.06(d) provides:
the failure of an Employee and Spouse to consent to
a distribution while a benefit is immediately distri-
butable, within the meaning of Section 4.06(c), shall
be deemed to be an election to defer commencement
of payment of any benefit sufficient to satisfy this
Section 4.06(d).
J.A. 3364. This provision does not address, much less pre-
clude, retroactive recovery of benefits, particularly in cases of
administrative error. While the administrator is entitled to dis-
cretion in interpreting the terms of its plan, those interpreta-
tions must be reasonable. Booth, 201 F.3d 335, 344 (holding
that even when an ERISA plan gives an administrator broad
discretion to interpret plan language, this Court "will enforce
the administrator’s decisions only if they are reasonable").
Here, the administrator’s interpretation was not reasonable.
HELTON v. AT&T INC. 21
The 1998 SPD states that pension benefits are "payable on
a forward-going basis only." J.A. 3652. While this language
might be read as precluding the award of retroactive benefits,
an SPD does not constitute the terms of a plan for purposes
of determining whether a plan participant is entitled to a par-
ticular form of relief. Amara, 131 S.Ct. at 1878 ("[S]ummary
documents . . . provide communications with beneficiaries
about the plan [and] do not themselves constitute the terms of
the plan for purposes of § 502(a)(1)(B)." (emphasis in the
original)); see also McCravy v. Metro. Life Ins. Co., 690 F.3d
176, 182 n.5 (4th Cir. 2012). Therefore, neither the terms of
the Pension Plan nor the 1998 SPD precluded awarding Hel-
ton retroactive benefits.
Moreover, Section 22.7.1 of the Pension Plan version in
effect at the time Helton sought to recover her lost benefits
explicitly allows for the Pension Plan administrator to grant
"restorative" benefits:
Plan provisions to the contrary notwithstanding, if an
error has occurred in connection with the Plan . . . as
a result of human or systems error, data, recordkeep-
ing, or other administrative error, the Plan Adminis-
trator may correct the error to the extent reasonably
practicable by taking any action it deems appropriate
to effect such correction.
J.A. 2810. Thus, Section 22.7.1 gives the Pension Plan admin-
istrator broad authority to remedy past errors—like the failure
to adequately inform Helton of a material plan change.
Accordingly, the Benefits Committee’s interpretation of Sec-
tion 4.06(d) as precluding the award of retroactive benefits
was inconsistent with Section 22.7.
Regarding the third Booth factor, AT&T failed to compile
an adequate record to render its decision. As the district court
noted, neither Holland nor the Benefits Committee inquired
into the reliability of AT&T’s mailing process for pension
22 HELTON v. AT&T INC.
materials, despite the fact that the two failed mailings to Hel-
ton in 2009 should have put the Benefits Committee on notice
of potential problems with the mailing system generally, and
the mailing of pension materials to Helton in particular. Hel-
ton, 805 F. Supp. 2d at 245. The Benefits Committee also did
not inquire into or address whether Helton’s unofficial leave
of absence in April 1997 would have affected whether AT&T
mailed the Burlingame letter to her. In fact, the Benefits Com-
mittee failed to investigate any of Helton’s reasonable expla-
nations for why she might not have received the Burlingame
letter or 1998 SPD. Additionally, AT&T withheld from the
administrative record highly relevant pieces of information
subsequently produced in discovery, including the 2001 Ahlin
e-mail and the screen shot indicating that Helton’s home
address in AT&T’s employment records had an effective date
of 2007.
Further, the Benefits Committee’s decision was not sup-
ported by substantial evidence, as required by the third Booth
factor. As the district court correctly explained, the adminis-
trative record includes "no physical records of any mailing,
mailing lists, or other business records indicating that [the
Burlingame letter and 1998 SPD] were mailed to Ms. Helton
at all, and certainly no evidence specifically showing that the
materials were sent to Ms. Helton at her home address, as
[AT&T] claim[s]." Helton, 805 F. Supp. 2d at 246. Addition-
ally, the Benefits Committee failed to address key pieces of
evidence conflicting with its decision, including documents
indicating the 1998 SPD was sent only to active management
employees, not deferred vested pensioners like Helton, and
the fact that some AT&T records indicated that it had not sent
Helton a commencement package in 2001. While an adminis-
trator has the authority to weigh conflicting pieces of evi-
dence, it abuses its discretion when it fails to address
conflicting evidence. See Williams, 609 F.3d at 633 (finding
ERISA plan’s denial of benefits was unreasonable where
administrator failed to address evidence conflicting with its
determination). For these same reasons, it also is clear that
HELTON v. AT&T INC. 23
AT&T failed to engage in a reasoned and principled decision-
making process, as required by the fifth Booth factor.
Finally, regarding the last Booth factor, AT&T suffered
from a conflict of interest because it served as Pension Plan
administrator at the same time as it was responsible for fund-
ing the Pension Plan. This conflict of interest may have moti-
vated the Benefits Committee, which was composed of five
AT&T executives, to omit from the record unfavorable evi-
dence in AT&T’s possession; fail to investigate Helton’s rea-
sonable explanations for why she might not have received the
Burlingame letter or 1998 SPD; and adopt an interpretation of
the Pension Plan unsupported by its plain language and fatal
to Helton’s claim.
In sum, examining the relevant Booth factors in light of the
evidence the district court properly admitted leads us to con-
clude, as did the district court, that AT&T abused its discre-
tion in denying Helton’s claim.5
C.
Having determined that the district court properly found
that AT&T’s decision to deny Helton’s claim was unreason-
able, we next consider the district court’s remedy-awarding
Helton "retroactive benefits." AT&T argues that even if the
district court did not err in finding the Benefits Committee’s
decision unreasonable, the case should have been remanded to
5
As noted earlier, it was error for the district court to consider the testi-
mony of Adam and Banwart. However, given the overwhelming evidence
properly before the court that AT&T’s decision to deny Helton’s claim
was unreasonable, the evidentiary error was harmless.
For the same reason, AT&T’s argument that the district court commit-
ted reversible error in admitting a number of other pieces of evidence fails.
Appellant’s Br. at 53-56. Even if we assume, without deciding, that the
district court erred in admitting this evidence, AT&T fails to demonstrate
that the judgment was "substantially swayed" by any such errors. United
States v. Heater, 63 F.3d 311, 325 (4th Cir. 1995) (quotation omitted).
24 HELTON v. AT&T INC.
the administrator for reconsideration. This Court reviews for
abuse of discretion a district court’s decision regarding
whether to remand a case to an ERISA plan administrator. See
Sheppard, 32 F.3d at 125.
AT&T correctly notes that in many instances, remand is the
appropriate remedy. Id.; see also Bernstein, 70 F.3d at 789.
But see Berry v. Ciba-Geigy Corp., 761 F.2d 1003, 1008 (4th
Cir. 1985) (stating that "remand should be used sparingly").
However, remand is not required, particularly in cases in
which evidence shows that the administrator abused its discre-
tion. See Weaver v. Phoenix Home Life Mut. Ins. Co., 990
F.2d 154, 159 (4th Cir. 1993) ("[A] remand for further action
is unnecessary here because the evidence clearly shows that
[the ERISA plan administrator] abused its discretion."); see
also Miller v. Am. Airlines, Inc., 632 F.3d 837, 856 (3d Cir.
2011); Miller, 72 F.3d at 1075 (Calabresi, J., concurring in
part, dissenting in part) ("[W]hen the trustees have demon-
strated a manifest unwillingness to give fair consideration to
evidence that supports the claimant, the claim should not be
returned to the trustees.").
AT&T concedes that it did not argue to the district court
that Helton’s claim should be remanded to the Benefits Com-
mittee for reconsideration were the court to hold that AT&T
abused its discretion in denying Helton relief. Appellant’s R.
Br. at 13 ("Helton correctly asserts AT&T did not argue at
trial or in its proposed Findings of Fact and Conclusions of
Law that . . . the proper remedy would be to remand to the
[Benefits] Committee for an additional review."). We have
held that an "issue[ ] raised for the first time on appeal gener-
ally will not be considered" absent a showing that "refusal to
consider the newly-raised issue would be plain error or would
result in a fundamental miscarriage of justice." Muth v. United
States, 1 F.3d 246, 250 (4th Cir. 1993).
Given that remand is not required, particularly in cases in
which an ERISA plan administrator abused its discretion,
HELTON v. AT&T INC. 25
denying AT&T’s newly-raised request for remand constitutes
neither plain error nor a fundamental miscarriage of justice.
Therefore, because AT&T failed to raise this argument before
the district court, it is waived on appeal. Cf. Shelby Cnty.
Health Care Corp. v. Majestic Star Casino, 481 F.3d 355, 372
n.7 (6th Cir. 2009) (stating ERISA plan administrator would
have waived right to argue remand is the appropriate remedy
for improper denial of benefits had it not raised the issue
before the district court).
D.
Finally, AT&T argues that the remedy the district court
granted—allowing Helton to recoup her lost benefits—was
unavailable under Amara, in which the Supreme Court held
that a court may not reform or alter the terms of a benefit plan
in crafting a remedy for an ERISA violation. 131 S.Ct. at
1877. AT&T asserts that because the pension plan provides
for payment of benefits only on a "forward-going basis," the
district court was not entitled to award Helton "retroactive"
benefits. Appellant’s Br. at 23. As we have already explained
in detail, the Pension Plan’s plain language does not preclude
the award of retroactive benefits. The district court did not,
therefore, contravene, much less reform, the Plan’s terms in
awarding the remedy that it did. Consequently, the district
court did not err in awarding Helton "retroactive" benefits
under Section 1132(a)(1)(B).
IV.
Having determined that the district court correctly held that
AT&T improperly denied Helton’s claim for retroactive bene-
fits under Section 1132(a)(1)(B), we next consider AT&T’s
argument that the district court incorrectly found that AT&T
had violated ERISA’s reporting and disclosure provisions.
AT&T contends that the district court clearly erred in finding
that AT&T failed to send Helton the 1998 SPD. We disagree.
26 HELTON v. AT&T INC.
ERISA requires that, in the event of a material change to
a plan eligibility requirement, plan administrators furnish par-
ticipants with a summary description outlining the change
within 210 days of the end of the year in which the change
was adopted. 29 U.S.C. § 1024(b)(1)(B). In cases in which
ERISA requires a plan administrator to notify participants of
a plan change, ERISA implementing regulations mandate that
the administrator "use measures reasonably calculated to
ensure actual receipt of the material by plan participants. . . ."
29 C.F.R. § 2520.104b-1(b)(1). The parties agree that the Spe-
cial Update constituted a material change to the Plan and thus
AT&T was required to timely notify Helton, a participant,
about the change.
At trial, the parties provided conflicting evidence regarding
whether AT&T sent Helton the Burlingame letter and the
1998 SPD. In particular, there was conflicting evidence as to
whether individuals on unapproved leaves of absence, like
Helton, would have been sent the Burlingame letter. Helton,
805 F. Supp. at 239-40. For example, Stoia testified that the
letter was sent to individuals designated as "active manage-
ment employees," including deferred vested pensioners and
"Leave of Absence Employees," on January 1, 1997. J.A.
4472.
Stoia admitted on cross-examination, however, that she did
not know whether the letter had been sent to employees on
unofficial leaves of absence, like Helton. Further, Helton tes-
tified she did not receive the Burlingame letter. She also
emphasized that AT&T failed to produce any record indicat-
ing that the Burlingame letter had been mailed to her specifi-
cally, and that evidence regarding how Helton had been
characterized in AT&T’s employee database at the time of the
mailing had been destroyed.
The parties also presented conflicting evidence regarding
whether the 1998 SPD was sent to deferred vested pensioners
who were not active employees, like Helton. Helton, 805 F.
HELTON v. AT&T INC. 27
Supp. 2d at 240. In particular, Stoia testified that the 1998
SPD had been sent to any individual with an interest in the
Pension Plan, including deferred vested pensioners. By con-
trast, Helton reaffirmed that she did not receive the 1998 SPD
and also introduced documentary evidence that the 1998 SPD
was not sent to deferred vested pensioners like herself. And
Adam, who was responsible for overseeing AT&T pension
plan mailings in 1997 and 1998, testified that the 1998 SPD
was not sent to deferred vested pensioners.6 Moreover, Helton
emphasized—and AT&T conceded—that the company pro-
duced no records, such as physical records of mailings, mail-
ing lists, or business records, showing that it mailed Helton
the 1998 SPD.
Weighing this conflicting evidence, a task properly left to
the district court sitting as fact-finder, De Loach, 262 F.2d at
777, the district court made the factual determination that the
Pension Plan "did not distribute the 1998 SPD in a manner
reasonably certain to ensure Ms. Helton’s actual receipt." Hel-
ton, 805 F. Supp. 2d at 247. This finding is not clearly errone-
ous, and we therefore must uphold it.7
V.
For these reasons, we affirm the decision of the district
court.
AFFIRMED
6
Unlike with actions brought under Section 1132(a)(1)(B), when adjudi-
cating a claim for violation of an ERISA statutory provision, a district
court is not barred from considering evidence unknown to the administra-
tor when it rendered its coverage determination. Smith v. Sydnor, 184 F.3d
356, 365 (4th Cir. 1999). Therefore, it was proper for the district court to
consider Adam’s testimony in analyzing the Section 1024(b)(1)(B) claim.
7
AT&T also argues that Helton is not entitled to a remedy for its failure
to satisfy ERISA’s disclosure requirements. Regardless of the merits of
this claim, this argument is irrelevant since the district court did not grant
Helton a remedy for AT&T’s failure to send the 1998 SPD.