Troiano v. Aetna Life Insurance Company, et al

Filing

OPINION issued by Sandra L. Lynch, Appellate Judge; Kermit V. Lipez, Appellate Judge and David J. Barron, Appellate Judge. Published. [16-1307]

Case: 16-1307

Document: 00117094037

Page: 1

Date Filed: 12/16/2016

Entry ID: 6055688

United States Court of Appeals
For the First Circuit
No. 16-1307
DEBRA TROIANO,
Plaintiff, Appellant,
v.
AETNA LIFE INSURANCE COMPANY and
GENERAL DYNAMICS CORPORATION LONG TERM DISABILITY PLAN,
Defendants, Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND
[Hon. Mary M. Lisi, U.S. District Judge]

Before
Lynch, Lipez, and Barron,
Circuit Judges.

J. Scott Kilpatrick, with whom Mason J. Waring and Chisholm
Chisholm & Kilpatrick LTD were on brief, for appellant.
Jonathan C. Bond, with whom Miguel A. Estrada, Gibson, Dunn
& Crutcher LLP, Kenneth J. Kelly, Scarlett L. Freeman, and Epstein
Becker & Green, P.C. were on brief, for appellees.

December 16, 2016

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LYNCH, Circuit Judge. This lawsuit arises from a dispute
between an ERISA disability plan administrator and a beneficiary
over the amount by which the monthly disability payments made to
the beneficiary should be offset by her other monthly income from
Social Security.

The administrator maintains that the disability

payments must be offset by the gross (pre-tax) amount of Social
Security income, while the beneficiary argues that the payments
must be offset by the net (post-tax) amount of Social Security
income.

The district court found for the administrator, noting

that its interpretation of the Plan language to allow for a gross
offset was entitled to deference and was, in any event, ultimately
reasonable.
beneficiary

In

addition

complains

to

that

contesting

the

district

this

decision,

court

abused

the
its

discretion when it denied the beneficiary's broad requests for
discovery.

Having

made

a

number

beneficiary's favor, we affirm.

of

assumptions

in

the

To be clear, the dispute is not

about whether the Social Security income may offset the disability
payments. It is about whether the administrator may use the simple
gross amount of the Social Security payments for offset purposes.
I.
Plaintiff Debra Troiano is a former employee of Electric
Boat

Corporation,

a

Corporation ("GDC").

subsidiary

of

defendant

General

Dynamics

While working there from 1988 to 2003,

Troiano participated in GDC's long-term disability ("LTD") Plan,

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which was funded and administered by defendant Aetna Life Insurance
Company ("Aetna").
A.

The Plan's Structure and Documents
GDC's LTD Plan is an employee welfare benefits plan

governed by the Employee Retirement Income Security Act of 1974
("ERISA"), 29 U.S.C. §§ 1001 et seq.

The terms of the Plan are

set forth in four relevant documents: (1) the Group Policy, which
contains general terms and conditions governing the Plan; (2) the
Summary of Coverage, which details the LTD benefits; (3) the
Booklet, which describes the group coverage plan; and (4) the
Summary Plan Description ("SPD"). GDC issued the SPD in compliance
with ERISA, which requires a plan to provide information "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."

Id. § 1022(a).

The Plan itself vests Aetna with broad authority to
exercise discretion in administering the Plan.
explains

that

Aetna

is

a

fiduciary

under

The Group Policy
ERISA

and

has

"discretionary authority to . . . construe any disputed or doubtful
terms of th[e] policy."
"right

to

adopt

The Group Policy further reserves Aetna's

reasonable

policies,

procedures,

rules,

and

interpretations of th[e] policy to promote orderly and efficient
administration."

The

SPD

describes

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Aetna's

authority

in

a

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similarly expansive way, assigning Aetna the "absolute authority
and sole discretion" to interpret all terms of the Plan and to
resolve ambiguities in the Plan or the SPD.
The

relevant

documents

also

provide

that

a

Plan

participant who suffers a "total disability" will receive monthly
LTD benefits.

The amount of such benefits will equal a percentage

of the participant's "predisability earnings," up to a monthly
maximum of $18,000, "minus all other income benefits" that are
"payable for a given month" to the participant or to her spouse,
children, or dependents.

The Booklet reiterates that "[i]f other

income benefits are payable for a given month[,] [t]he monthly
benefit payable under th[e] Plan for that month will be the lesser
of: the Scheduled Monthly LTD Benefit; and the Maximum Monthly
Benefit; minus all other income benefits."

It further defines

"other income benefits" to encompass "[b]enefits under the Federal
Social Security Act."
The SPD consistently states that basic monthly earnings
are

"the

gross

monthly

pay

paid

to

you

by

the

Company

for

performing your job in effect immediately before the Disability
begins."

It clearly provides that "[y]our benefit amount from the

LTD Plan is reduced by any payments you are eligible to receive
from other sources, such as . . . [b]enefits under the Federal
Social Security Act."

It further clarifies that the monthly LTD

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payments will not be reduced by any cost-of-living increases in
other income benefits.
Importantly, as "an example of how the benefit reduction
works," the SPD provides a scenario in which Tom, a fictional
beneficiary, "has Basic Monthly Earnings of $3,000, bought the 60%
level of coverage, . . . becomes eligible for LTD benefits . . .
[and] qualifies for a Social Security benefit of $600 per month."
The SPD expressly states that, under this example, Tom's monthly
LTD benefits would be $1,200: $1,800, which equals 60% of $3,000,
minus $600 in Social Security benefits.
The SPD explains that participants can choose between
one of two benefit levels: the "base level" of 50% of predisability
earnings or the "buy-up" level of 60% of predisability earnings.
The employer pays the premiums for 50% of coverage.

Participants

who choose the buy-up level must pay the premium for the additional
10%

of

coverage.

The

SPD

explains

that

the

"cost

for

the

additional coverage is deducted from [the participant's] paycheck
on an after-tax basis."

While the participant is "taxed on both

[her own] cost and the Company contributions," the SPD assures
that "the LTD Plan benefit will not be subject to income tax."
Troiano elected the 60% coverage option.
B.

Troiano's Eligibility for LTD and Social Security Benefits
Troiano became disabled in July 2003 and applied for

Plan benefits.

From December 2003, when Aetna approved her claim,

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until April 2010, when Aetna began offsetting her monthly LTD
benefits by her gross Social Security income, Aetna issued to
Troiano monthly payments of $3,350, which equals 60% of $5,583.33,
Troiano's monthly gross predisability earnings.
In a letter dated June 10, 2009, Aetna informed Troiano
that

an

application

for

Social

Security

Disability

("SSDI") benefits on her behalf was warranted.

Insurance

In fact, Troiano

had already applied for SSDI benefits in June 2004.

After years

of administrative wrangling and litigation in federal district
court, an administrative law judge determined in October 2009 that
Troiano had been "under a disability," as defined by the Social
Security Act, since July 12, 2003. An award letter from the Social
Security Administration subsequently confirmed that Troiano had
been entitled to baseline monthly payments of $1,783 starting in
January 2004 (five calendar months after becoming disabled).

It

further noted that, in addition to the $1,783, Troiano was entitled
to incrementally greater amounts that took into account annual
cost-of-living adjustments ("COLAs") for each year she received
SSDI payments.

By December 2008, the monthly SSDI benefits with

COLAs had risen to $2,131, which was $348 more than the $1,783
baseline.

The award letter lastly stated that Troiano would

receive a lump-sum payment for the amount that had been due to her
through January 2010.

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In a letter dated April 16, 2010, Aetna informed Troiano
that it had learned of her monthly $1,783 SSDI award, as well as
the retroactive lump-sum payment.

Aetna's letter reminded Troiano

that under the provisions of the Plan, her LTD benefits were
subject to offset by "other income benefits," that such benefits
included "[b]enefits under the Federal Social Security Act," and
that Aetna had a right to recover overpayments.

After recounting

the relevant Plan provisions, the letter announced that Aetna would
begin offsetting Troiano's monthly LTD benefits by $1,783, the
gross amount of her SSDI benefit.

Aetna consistently used this

$1,783 amount in all of its calculations regarding the offset.
Aetna also demanded, and has since received from Troiano, full
reimbursement of $126,526 -- the amount by which it had overpaid
Troiano between January 2004 and March 2010.
Fifteen months later, in a letter dated July 29, 2011,
Troiano, through her counsel, first requested that Aetna offset
her LTD benefits by the net, rather than the gross, amount of her
SSDI benefits.

As stated in this letter, it is undisputed that

Troiano's LTD benefits were tax-free, whereas she was required to
pay federal and state income taxes on her SSDI benefits. Following
internal communications discussing the "exact verbiage" that Aetna
had

used

in

response

to

such

requests

before,

Aetna

denied

Troiano's request in a short letter to her counsel dated November
28, 2011: "It is industry standard to offset the . . . gross amount

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and not the net amount.

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To adjust the SSDI offset, according to

net amount, would involve taxes and we do not get involved in
taxation."
After another six months, Troiano's counsel followed up
with a second letter.

Styled as an "appeal" of Aetna's decision

to apply a gross offset and dated May 25, 2012, this letter
articulated Troiano's argument for why a net offset was proper.1
Troiano also requested in the letter that Aetna turn over numerous
documents that she claimed were relevant to Aetna's decision to
apply a gross offset.

She asserted that Aetna was obligated to

comply with her request under ERISA and applicable Department of
Labor regulations.

Although internal emails reveal that Aetna's

in-house legal team discussed this May 2012 letter, Aetna never
responded to Troiano's second request.
Aetna continues to offset Troiano's monthly LTD benefits
by the gross amount of her $1,783 baseline monthly SSDI income, as
it has always done.
II.
On November 13, 2014, Troiano filed suit against Aetna
and GDC in the U.S. District Court for the District of Rhode
Island.

She alleged that Aetna had breached its fiduciary duty

1

The letter also urged Aetna to reduce the offset amount by
Troiano's monthly Medicare premiums and to reimburse her for
various fees that she had incurred during the SSDI application
process. These issues are not on appeal.
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and sought a declaration "that her past and future LTD benefits
should be offset against the SSDI benefits she was awarded minus
any income taxes she was assessed on such benefits."
recount

the

procedural

history

surrounding

(We do not

Troiano's

amended

complaint, which is no longer relevant.)
Defendants GDC and Aetna moved for summary judgment in
March 2015.

On May 8, 2015, the district court held a hearing on

Troiano's motion for an order compelling production of privileged
documents and for discovery under Federal Rule of Civil Procedure
56(d).

The district court denied the motion from the bench.

Throughout the hearing, the court reminded Troiano that "discovery
[wa]s the exception" in ERISA cases and thus that Troiano faced a
heavy burden of "narrowing [the discovery request] and tailoring
it to those bits of information that [she] need[ed] in order to
respond" to the defendants' summary judgment motion.

The district

court ultimately ruled that Troiano had failed to meet this burden
by seeking "a full panoply of discovery" with an impermissible
"scattershot[,] I want everything" approach.

The court would not

allow Troiano's "fishing expedition, to uncover something that
w[ould] create an ambiguity" in the Plan language.
At

the

end

of

the

hearing,

the

court

also

denied

Troiano's request for "conflict discovery" under Metropolitan Life
Insurance Co. v. Glenn, 554 U.S. 105 (2008).

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The court found that

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Troiano's case was not a "denial of benefits," as explained below,
and that Glenn was therefore inapposite.
Troiano then filed both a response to the defendants'
earlier motion for summary judgment and a cross-motion for summary
judgment.

The district court resolved the cross-motions in the

defendants' favor.
the

summary

As a threshold matter, in both the hearing and

judgment

opinion,

the

district

court

rejected

Troiano's argument that Aetna's offset of her LTD benefits by the
gross amount of her SSDI benefits was a denial or reduction of
benefits.

It noted first that "this case [wa]s not about the

denial of LTD benefits under 29 U.S.C. § 1132(a)(1)(B)" because it
was "undisputed that Aetna approved Troiano's disability claim and
that it paid her more than $248,251 in unreduced, non-taxed LTD
benefits over a six-year period."

Troiano v. Aetna Life Ins. Co.,

No. 14-496-ML, 2015 WL 5775160, at *7 (D.R.I. Sept. 30, 2015).
The district court likewise ruled that the offset was
not a reduction of benefits because Troiano continued to benefit
from "regular COLA increases which, under the terms of the Plan,
do not contribute to a further reduction of her LTD benefits."
Id. at *8.
Troiano's

Further, the court reasoned that the extent of

income

tax

exposure

was

beyond

Aetna's

control:

"[W]hether and to what extent [Troiano's] SSDI benefits are taxable
is really controlled by her own life's activities: whether she's
married, whether she has children, whether she adopts children,

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whether she has a home.

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[I]t's all going to be determined by

factors that are not within the control of Aetna."

Transcript of

Motion Hearing at 36, Troiano, No. 14-496-ML, ECF No. 30 (D.R.I.
2015).
Rather than an appeal of a benefit denial or reduction,
the district court viewed the suit as one involving straightforward
interpretation of the Plan's offset provision -- namely, whether
that provision should be read as providing for a gross or net
offset.

In approaching this task, the court rejected Troiano's

argument that de novo review should apply.

The court instead held

that Aetna's interpretation was reasonable and thus entitled to
deference because the Plan's "plain language" vested Aetna with
"broad

discretionary

powers

provisions of the Plan."

and

authority

to

interpret

the

Troiano, 2015 WL 5775160, at *7.

First, it observed that the language of the Plan -- which
stated that "LTD benefits were subject to an offset against any
SSDI benefits that were 'payable to her for a given month,' or
which she was 'eligible to receive'" -- made no guarantees that
Troiano would receive a tax-free monthly benefit equal to 60% of
her gross monthly predisability earnings.
also

noted

that

the

SPD's

example

Id. at *8.

decreased

the

The court
fictional

beneficiary's LTD benefits by $600 in SSDI benefits per month, but
that "[n]othing in the example indicates that this is the amount
the beneficiary actually receives, nor does the example indicate

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that the offset includes a calculation of any income tax liability
the recipient may incur." Id. Finally, the court credited Aetna's
argument that "including a calculation of each Plan participant's
varying . . . income tax liability would be unreasonably burdensome
and preclude the orderly and effective administration of the Plan."
Id.

All of these considerations counseled in favor of Aetna's

Plan interpretation.
Troiano now appeals, challenging both the affirmance of
Aetna's Plan interpretation and the denial of discovery under Glenn
and Rule 56(d).
III.
A.

Interpretation of Plan's Offset Provision
We review de novo a district court's resolution of cross-

motions for summary judgment.
(1st Cir. 2016).

Rideout v. Gardner, 838 F.3d 65, 71

"We may affirm the district court's decision on

any grounds supported by the record."

Collazo v. Nicholson, 535

F.3d 41, 44 (1st Cir. 2008) (quoting Estades-Negroni v. Assocs.
Corp. of N. Am., 377 F.3d 58, 62 (1st Cir. 2004)).
The

parties'

first

point

of

disagreement

is

the

appropriate standard of review that the district court should have
applied in resolving their conflicting interpretations of the Plan
language.

Troiano maintains that her lawsuit is an appeal of a

benefits denial or reduction under 29 U.S.C. § 1132(a)(1)(B), and
that de novo review should apply.

See Firestone Tire & Rubber Co.

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v. Bruch, 489 U.S. 101, 115 (1989).
that

a

plan

discretionary

that

expressly

authority

to

gives

construe

Entry ID: 6055688

Although she acknowledges
the
the

plan
plan's

administrator
terms

enjoys

deference even under Firestone, see id., she argues that Aetna
forfeited the deference that it would ordinarily enjoy because it
violated ERISA regulations when it neglected to reply to her May
25, 2012 "appeal" letter.

See Bard v. Bos. Shipping Ass'n, 471

F.3d 229, 230, 240 (1st Cir. 2006).

Aetna responds by reiterating

why Troiano's suit concerns neither a denial nor a reduction in
benefits and thus lies altogether outside of the § 1132(a)(1)(B)
framework. In Aetna's view, the language of the Plan, which grants
Aetna "discretionary authority to[] . . . construe any disputed or
doubtful terms of th[e] policy," should control.
We need not resolve this issue because, even making four
key assumptions in Troiano's favor and applying de novo review,
she still loses.

We assume for purposes of adjudicating this suit

that (1) Troiano's suit is indeed a challenge to a benefit denial
or reduction under § 1132(a)(1)(B); (2) Aetna committed ERISA
violations and thus forfeited the deferential standard of review
it would otherwise have received; (3) Aetna's assumed procedural
violations prejudiced Troiano; and (4) Troiano filed a timely
appeal within the Plan's 180-day deadline and thus did not forfeit
judicial review.

See Stephanie C. v. Blue Cross Blue Shield of

Mass.

Inc.,

HMO

Blue,

813

F.3d

420,

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425–26

(1st

Cir.

2016)

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(requiring showing of prejudice); Terry v. Bayer Corp., 145 F.3d
28, 40 (1st Cir. 1998) (requiring compliance with an ERISA plan's
internal appeal procedures).

Aetna's interpretation of the Plan

language withstands de novo scrutiny.
The Plan language makes clear that Troiano's reading is
unreasonable.

The Plan repeatedly states that LTD benefits will

be offset by other income benefits that are "payable" to the
beneficiary or her dependents: "If other income benefits are
payable for a given month: The monthly benefit payable under this
Plan for that month will be the lesser of: the Scheduled Monthly
LTD Benefit[] and the Maximum Monthly Benefit; minus all other
income benefits, but not less than the Minimum Monthly Benefit."
It then defines "[o]ther income benefits" to "include those, due
to your disability or retirement, which are payable to: you; your
spouse; your children; your dependents." The SPD, meanwhile, notes
that a beneficiary's LTD benefits will be reduced by other payments
that she is "eligible to receive" from other income sources.
Both

the

"payable"

and

the

"eligible

to

receive"

language illustrate that the amount that Aetna may permissibly
offset is the full SSDI amount that is payable to Troiano or, put
another way, that Troiano was eligible to receive from the Social
Security

Administration.

Troiano

was

eligible

for

monthly

payments of $1,783, notwithstanding the amount of taxes -- if any
-- that she could have to pay on that sum.

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Accordingly, the plain

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language of the Plan -- which allows for offsets by other income
that is payable to the beneficiary -- supports Aetna's decision to
offset Troiano's LTD benefits by the full amount of SSDI benefits
for which she is eligible, rather than by the amount left over
after she has paid whatever income tax she owes to federal and
state governments.2
The law is not in Troiano's favor.

The Eighth Circuit

has reached precisely the same conclusion as ours after examining
similar ERISA plan language.

See Parke v. First Reliance Standard

Life Ins. Co., 368 F.3d 999, 1005 (8th Cir. 2004) (where an LTD
plan allowed the administrator to offset monthly LTD payments by
SSDI benefits that the beneficiary "[wa]s eligible to receive
because of his/her Total Disability," the administrator could
offset its LTD payments by the gross SSDI amount because the
beneficiary was "eligible to receive the full [pre-tax amount]
each month" (emphasis added)).
The context in which the relevant provisions appear
further confirms that the Plan allows for a gross offset.

2

In the

At oral argument, each party pointed out language that would
have to have been included in the Plan or SPD for the opposing
party's interpretation to be reasonable. Troiano argued that it
would have been simple for Aetna to add one line in the Plan
clarifying that LTD benefits would be offset by the gross amount
of a beneficiary's SSDI benefits, and yet Aetna did not do so.
Aetna countered that Troiano's reading of the Plan would require
extensive language about the method by which it would calculate
and audit each individual beneficiary's tax liabilities and about
the documentation that each beneficiary must submit to Aetna.
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same section that defines "other income benefits" to include Social
Security benefits, the Plan expressly limits the amount by which
Aetna may offset LTD benefits by other types of income benefits.
For instance, only "50% of any award provided under The Jones Act
or The Maritime Doctrine of Maintenance, Wages and Cure" can count
toward the offset of LTD benefits. Similarly, "retirement benefits
for which [one is] or may become eligible under a group pension
plan" qualify as offset-eligible income "only to the extent that
such benefits were paid for by an employer."
which

the

Jones

Act

and

pension-plan

The specificity with

benefits

were

defined

demonstrates that the Plan was written with express limits on
Aetna's

ability

contemplated.

to

offset,

where

such

limits

were

actually

Cognizant of the Plan's selective use of explicit

limiting language in defining "other income benefits," we decline
to read an implicit net-offset limitation into the Plan where
nothing indicates that the Plan includes one.
The accessible example provided in the SPD is also
contrary to Troiano's net-offset reading.

In that example, Tom,

a fictional beneficiary, had predisability earnings of $3,000 per
month, signed up for the 60% level of coverage, became eligible
for LTD benefits, and also "qualifie[d] for a Social Security
benefit of $600 per month."

Tom's monthly LTD benefit would be

$1,200 per the following calculation provided in the SPD:

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$1,800 Tom's unreduced LTD benefit (60% of $3,000)
- $600 Social Security benefit
_________________________________________________
$1,200 Tom's monthly LTD benefit
This example does not mention taxes in any way.

Rather, it states

that Tom qualified for monthly SSDI benefits of $600 -- just as
Troiano qualified for monthly SSDI benefits of $1,783 -- and
deducts that full amount from his monthly LTD benefits.

In

addition to the Plan language, this example put Troiano on notice
that her LTD benefits would be offset by any SSDI-benefit amount
for which she was eligible, without any exploration into her tax
liability, if any, on that sum.
The administrative consequences that would flow from
Troiano's contrary interpretation only confirm our reading in
favor of a gross offset.

Troiano's interpretation -- that Aetna

must offset by the net amount of her SSDI benefits -- would require
Aetna to take in a staggering amount of personal tax information
from Troiano and others similarly situated. It would require Aetna
to audit that tax information in order to ensure the accuracy of
the tax calculations provided by each beneficiary -- not to mention
the fact that the tax obligations of individual beneficiaries may
change on a yearly basis, thereby requiring Aetna to account for
and audit tax documents year after year, for beneficiary after
beneficiary, on an individual basis.

Such a system would result

in a tremendous increase in Aetna's administrative burden and,

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perhaps, affect its actuarial accounting.3

Entry ID: 6055688

We find it implausible

that a plan would envision such a complex scheme without a single
reference to its implementation.

Plan administrators could choose

to pass on the added cost of doing business to beneficiaries in
the form of higher premiums and lower benefits, ultimately hurting
beneficiaries.
implausible

The

cascading

interpretation

adverse

reinforce

effects
the

of

sensible

Troiano's
industry

standard among ERISA plan administrators to "not get involved in
taxation."
Troiano argues that the SPD's assurance that her "LTD
Plan benefit [would] not be subject to income tax" supports her
contention that any SSDI benefits she receives should be offset on
a net, rather than gross, basis.

Otherwise, she contends, the

Plan would violate its own guarantee that her "Scheduled Monthly
LTD

Benefit"

would

be

"60%

of

[her]

monthly

predisability

earnings."
But

the

language

of

the

SPD

states

that

Troiano's

"benefit amount from the LTD plan" -- undisputedly, a tax-free
benefit -- will be "reduced by any payments [a participant is]
eligible to receive from other sources," such as SSDI.

Nowhere

does the SPD state that "other income benefits" themselves will

3

Indeed, at oral argument, Troiano could identify no analogous
circumstance under which an ERISA plan administrator was
responsible for calculating the tax liability of every plan
participant.
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not be subject to tax.

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If anything, the SPD suggests the opposite

by virtue of its reference to offsetting "payments."
Nor does the Plan by its terms suggest otherwise.

The

Plan explicitly states -- in accord with the SPD -- that "[a]ny
benefit

actually

benefits.'"

payable

may

be

reduced

by

'other

income

The Plan does not state that these other income

benefits will not be subject to tax or that, after the offset by
other income benefits, the benefit actually payable will also
necessarily

equal

60%

predisability earnings.

of

the

participant's

gross

monthly

And, for the reasons just given, we do

not believe it would be accurate to read the Plan impliedly to
have said otherwise.
Finally, Troiano invokes the contra proferentem canon,
but

that

canon

does

not

salvage

her

losing

claim.

Contra

proferentem counsels "that the policy terms must be strictly
construed against the insurer and in favor of the insured . . .
when courts undertake de novo review of plan interpretations."
Stamp v. Metro. Life Ins. Co., 531 F.3d 84, 93 (1st Cir. 2008).
But the canon applies only where the Plan language is ambiguous.
See, e.g., Seaco Ins. Co. v. Davis-Irish, 300 F.3d 84, 86 (1st
Cir. 2002). In this context, where the Plan language unambiguously
supports Aetna's interpretation, the canon has no application.
The Plan's plain language, the textual context in which
that language appears, the sample SSDI offset provided in the SPD,

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and the administrative consequences of a net-offset system lead us
to conclude that the Plan permits Aetna to offset LTD benefits by
the gross amount of SSDI benefits.
applying de novo review.

We reach this outcome even

Simply put, no provision in the Plan or

SPD guaranteed Troiano 60% of her predisability earnings after
taking into account all relevant offsets and corresponding tax
liabilities.
B.

Denial of Discovery
Troiano also appeals the district court's denial of

discovery.

She contends that under either Federal Rule of Civil

Procedure 56(d) or a theory of Aetna's structural conflict of
interest, she should have been granted discovery. She is mistaken.
First, and assuming again in Troiano's favor that her
suit properly falls within the benefits-denial framework, Troiano
did not meet her threshold burden of showing that Aetna's purported
conflict influenced its decision to deny her a benefit.

While

this circuit has recognized that "courts should take cognizance of
structural

conflicts

in

ERISA

cases

.

.

.

whenever

a

plan

administrator, whether an employer or an insurer, is in the
position of both adjudicating claims and paying awarded benefits,"
Denmark v. Liberty Life Assur. Co. of Bos., 566 F.3d 1, 7 (1st
Cir. 2009), we have also emphasized that the same burden-of-proof
rules that apply to "any other aspect of an ERISA claim for
improper denial of benefits" likewise apply to the conflict-

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discovery issue, Cusson v. Liberty Life Assur. Co. of Bos., 592
F.3d 215, 225 (1st Cir. 2010), abrogated on other grounds by
Montanile v. Bd. of Trs. of Nat'l Elevator Indus. Health Benefit
Plan, 136 S. Ct. 651 (2016). The beneficiary thus bears the burden
of showing that the conflict influenced the Plan administrator's
decision in some way.

Troiano has offered nothing to show that

Aetna's structural conflict influenced its gross-offset decision.
Second, the district court did not abuse its "broad
measure of discretion" in denying Rule 56(d) discovery.

Mack v.

Great Atl. & Pac. Tea Co., 871 F.2d 179, 186 (1st Cir. 1989)
(quoting In re Recticel Foam Corp., 859 F.2d 1000, 1006 (1st Cir.
1988)).

"If a nonmovant shows by affidavit or declaration that,

for specified reasons, it cannot present facts essential to justify
its opposition [to a summary judgment motion]," Rule 56(d) empowers
the

district

court

to

"allow

time

to

obtain

affidavits

declarations or to take discovery," among other options.
Civ. P. 56(d) (emphasis added).

or

Fed. R.

But "Rule 56(d) relief is not to

be granted as a matter of course. . . .

[T]he district court is

entitled to refuse a Rule 56(d) motion if it concludes that the
party opposing summary judgment is unlikely to garner useful
evidence from supplemental discovery."
738, 743 (1st Cir. 2014).

Hicks v. Johnson, 755 F.3d

Especially in the ERISA context, where

"cases are generally decided on the administrative record without
discovery," Morales-Alejandro v. Med. Card Sys., Inc., 486 F.3d

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693, 698 (1st Cir. 2007), the party seeking discovery must provide
"some very good reason . . . to overcome the strong presumption"
against discovery, Liston v. Unum Corp. Officer Severance Plan,
330 F.3d 19, 23 (1st Cir. 2003)).
The district court did not abuse its discretion or cause
Troiano to suffer "manifest injustice" when it concluded that she
had not satisfied this heavy burden.

Mack, 871 F.2d at 186.

At

the May 2015 motions hearing, the court noted that Troiano had
impermissibly asked for "a full panoply of discovery," taken a
"scattershot[,] I want everything" approach, and sought to uncover
material that might "create an ambiguity" in the Plan language
through a "fishing expedition."

Given that the case was a matter

of interpreting Plan language, the court supportably ruled that it
could "simply decide this case based on the facts as asserted by
the Plaintiff and the plan documentation as provided in the
administrative record."

We have no occasion to disturb this

decision.
IV.
Because there is no ambiguity in the language of the
Plan

and

no

error

in

the

district

court's

decision

to

deny

discovery, we conclude that Troiano received all that she bargained
for through her monthly LTD benefits that are offset by the gross
amount of her monthly SSDI benefits.

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We affirm.