                            UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 13-1888


JUDY L. MOON, individually; JUDY L. MOON, Executor of the
Estate of Leslie W. Moon,

                Plaintiffs – Appellants,

           v.

BWX TECHNOLOGIES, INCORPORATED; MCDERMOTT INTERNATIONAL,
INCORPORATED; BABCOCK & WILCOX COMPANY; BABCOCK & WILCOX
POWER GENERATION GROUP, INCORPORATED,

                Defendants – Appellees.



Appeal from the United States District Court for the Western
District of Virginia, at Lynchburg.     Norman K. Moon, Senior
District Judge. (6:09-cv-00064-NKM-RSB)


Argued:   May 13, 2014                          Decided:   July 2, 2014


Before MOTZ, AGEE, and THACKER, Circuit Judges.


Affirmed and remanded     with   instructions    by   unpublished   per
curiam opinion.


ARGUED:   Sidney  Harold   Kirstein, Lynchburg, Virginia,  for
Appellants.    Joseph Michael Rainsbury, LECLAIRRYAN, Roanoke,
Virginia, for Appellees. ON BRIEF: Kevin P. Oddo, LECLAIRRYAN,
Roanoke, Virginia, for Appellees.


Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:

              Judy   L.   Moon,    individually          and   as   executor     of   the

estate of Leslie W. Moon (“Appellant”), appeals the district

court’s order granting a motion to dismiss pursuant to Federal

Rule of Civil Procedure 12(b)(6) filed by BWX Technologies, Inc.

(“BWXT”), McDermott International, Inc., Babcock & Wilcox Power

Generation      Group,        Inc.,      and      Babcock      &      Wilcox    Company

(collectively,       “Appellees”). 1             Appellant      also       appeals    the

district court’s denial of her motion for leave to file a second

amended complaint.

              Because     Appellant      has    failed    to   sufficiently      allege

that Appellees were acting as fiduciaries under the Employee

Retirement Income Security Act (“ERISA”) at the time of their

allegedly      wrongful       conduct,    we     conclude      that    Appellant      has

failed   to    state      a   claim   for       breach    of   fiduciary       duty   and

equitable     estoppel.         Similarly,        with    respect     to    Appellant’s

motion for leave to file a second amended complaint, the fact

that Appellees were not ERISA fiduciaries renders Appellant’s

proposed amendment futile.               Therefore, we affirm the district

court’s orders and, for the reasons stated below, remand with

instructions.

     1
       Babcock & Wilcox Power Generation Group, Inc. and Babcock
& Wilcox Company are predecessor companies to BWXT, and BWXT is
a subsidiary of McDermott International, Inc.



                                            2
                                         I.

                                         A.

            We set forth the factual underpinning of this case in

detail in our previous opinion disposing of the initial appeal

in this case.       See Moon v. BWX Techs., Inc. (“Moon I”), 498 F.

App’x 268, 270-72 (4th Cir. 2012).              Therefore, we provide only a

brief recitation of the relevant facts here.

            Appellant is the widow of Leslie Moon (“Mr. Moon”) and

is the executor of his estate.               Mr. Moon was employed full-time

by BWXT and its predecessor corporations from 1969 until 2005.

On June 1, 2005, Mr. Moon was unable to continue working due to

a severe heart condition, and he received short-term disability

benefits until November 30, 2005.                He later applied for long-

term disability benefits, and his application was approved on

December 1, 2005.         As of that date, Mr. Moon was no longer

employed with BWXT.

            Sometime     during    his    employment      in     2005,    Mr.     Moon

enrolled in various employee benefit programs offered by BWXT,

including    life    insurance     with       coverage     in    the     amount      of

$200,000.00.      The coverage was to become effective January 1,

2006.      BWXT   verified   Mr.   Moon’s      selection    of    benefits      in    a

November    29,   2005   confirmation         statement   (“2005       Confirmation

Statement”).       The 2005 Confirmation Statement, issued several

days before Mr. Moon went on long-term disability, identified

                                         3
the relevant coverage as “Employee Life Insurance” under the

heading “Plan Name.”          J.A. 45. 2    The overall group insurance plan

in which BWXT participated, titled “Group Insurance Plan for

Employees of McDermott Incorporated and Participating Subsidiary

and Affiliated Companies,” included a life insurance plan issued

by Metropolitan Life Insurance Company (“MetLife”), which is the

policy at issue in this case (the “MetLife Plan”).                    See id. at

42. 3

                  The MetLife Plan is an ERISA-qualified life insurance

plan        for   BWXT   employees.      According    to   the   MetLife   Plan’s

Summary Plan Description (“SPD”), McDermott Incorporated is the

“Plan Sponsor and Administrator,” and MetLife is the “Claims

Administrator.”          J.A. 42.     The SPD states that the benefit under

the plan “is administered by MetLife pursuant to a contract with

the Plan Sponsor.”           Id.    Moreover, in a section entitled “Plan

Administration,” the SPD states, “MetLife has the right to carry

out     responsibilities      and     use   maximum   discretionary    authority

permitted by law.”          Id. at 39.




        2
       Citations to the “J.A.” refer to the Joint Appendix filed
by the parties in this appeal.
        3
       The Joint Appendix in this appeal contains the MetLife
Plan’s Summary Plan Description.    The full MetLife Plan was
filed as part of the Joint Appendix in the first appeal in this
case.



                                            4
             On   January    13,     2006,       BWXT    printed,        and   Mr.     Moon

sometime     thereafter     received,        a    second       benefit     confirmation

statement    (“2006      Confirmation       Statement”)        confirming       that    Mr.

Moon   had   selected      certain   employee          benefits    effective         during

2006, including a $200,000.00 life insurance benefit.                           Notably,

the 2006 Confirmation Statement did not indicate that Mr. Moon

was no longer an employee of BWXT.

             In   her    first     amended       complaint,       Appellant      alleged

that, in reliance on the 2006 Confirmation Statement, Mr. Moon

and his family paid life insurance premiums directly to BWXT

during     2006    and    that    BWXT      accepted       the     payments      without

objection.        According to Appellant’s complaint, Mr. Moon and

Appellant     “reasonably        believed       that    BWXT     would    provide       the

benefits including life insurance benefits” if Mr. Moon made his

premium payments to BWXT.            J.A. 51.           On November 18, 2006, Mr.

Moon passed away.          At the time of his death, the 2006 premium

payments death were in arrears.                  On November 29, 2006, 11 days

after Mr. Moon’s death, Appellant sent a letter to BWXT and

enclosed a check for $1,173.36, paying the entire balance due.

             Thereafter, Appellant made a claim directly to BWXT

requesting payment of the $200,000.00 life insurance benefit.

BWXT denied Appellant’s claim by letter dated April 12, 2007,

stating that under the terms of the MetLife Plan, because Mr.

Moon   had   ceased      active   employment       with     BWXT    as    a    result    of

                                            5
permanent disability, he was no longer eligible for group life

insurance coverage.          Mr. Moon could have elected to convert his

group policy to an individual policy, in which he would make

premium payments directly to MetLife.                 However, he did not do

so.

                                         B.

            On November 10, 2009, Appellant filed this action in

Virginia     state    court.         Appellant    alleged     in    her    original

complaint     that     Mr.     Moon    and     Appellees    entered        into     an

independent post-employment contract for life insurance benefits

by way of the 2006 Confirmation Statement, and that Appellees

(not MetLife) had an obligation to pay $200,000.00 to Appellant.

Appellees timely removed the case to federal court, asserting

federal question jurisdiction under ERISA.                  Appellant moved to

remand to case to state court, and the district court denied the

motion, concluding, “although the form of the pleadings suggests

otherwise, the substance of [Appellant’s] claim is revealed as

an attempt to vindicate rights under the group life plan.”                        Moon

v. BWX Techs., Inc., 742 F. Supp. 2d 827, 836 (W.D. Va. 2010).

Therefore,      the     district        court     concluded        that     federal

jurisdiction was proper.

            After the district court denied Appellant’s motion for

remand, Appellant filed a first amended complaint containing the

following    four     counts:   1)    breach     of   contract;    2)     breach    of

                                         6
implied or quasi-contract; 3) estoppel; and 4) negligent breach

of    ERISA       duties.        Appellees      filed      a    motion    to     dismiss     the

amended complaint pursuant to Rule 12(b)(6), which the district

court granted.            See Moon v. BWX Techs., Inc., No. 6:09-cv-00064,

2011 WL 2670075, at *6 (W.D. Va. July 7, 2011), vacated, Moon I,

498 F. App’x at 276.

               Appellant appealed both the district court’s denial of

the    motion       for     remand     and     the     district         court’s      grant    of

Appellees’ motion to dismiss.                  With respect to the denial of the

motion for remand, we affirmed, concluding, “the district court

did not err in determining that Appellant’s purported state law

claims       are    actually      disguised         federal      claims        arising     under

ERISA’s civil enforcement provision.”                          Moon I, 498 F. App’x at

274.     With respect to the district court’s grant of Appellees’

motion       to    dismiss,      we    upheld       the    dismissal       of     Appellant’s

contract claims under the MetLife Plan.                         Id. at 274-75.         But, we

vacated the district court’s dismissal of Appellant’s claims for

equitable estoppel and breach of fiduciary duty and remanded the

case    so    the     district        court    could      “address       anew     Appellant’s

claims”      in    light    of    CIGNA       Corp.   v.       Amara,    131    S.   Ct.     1866

(2011), and McCravy v. Metro. Life Ins. Co. (“McCravy II”), 690

F.3d 176 (4th Cir. 2012).               Id. at 275-76.




                                                7
                                           C.

             On remand to the district court, Appellees filed a

supplemental         brief    in    support        of   their      motion    to       dismiss

Appellant’s first amended complaint (“Supplemental Brief”).                               In

their     Supplemental        Brief,    Appellees         argued     that    Appellant’s

equitable estoppel and breach of fiduciary duty claims should be

dismissed because Appellees were not acting as “fiduciaries,” as

that term is defined under ERISA.                       The district court agreed.

First,    the    district      court    noted       that    a    person     is    an    ERISA

fiduciary only to the extent that he exercises discretionary

authority over the plan. See Moon v. BWX Techs., Inc., 956 F.

Supp. 2d 711, 717 (W.D. Va. 2013).                         The district court then

outlined the allegations in the first amended complaint that

related     to   Appellees’        alleged        wrongdoing     and    concluded        that

these allegations did not involve discretionary acts.                              See id.

at   718,    719-20.          Therefore,      the       district     court       held    that

Appellant’s      equitable         estoppel       and   breach     of   fiduciary        duty

claims      failed     because      Appellees        were    not    acting       as     ERISA

fiduciaries at the time of the alleged wrongful conduct.

             Around     the    time    Appellees         filed     their     Supplemental

Brief, Appellant filed a motion for leave to amend her first

amended complaint.            In her proposed second amended complaint,

Appellant sought to add claims for “reformation of contract” and

“surcharge for breach of fiduciary duty,” see J.A. 119-20, as

                                              8
those       equitable      claims     had    recently       been     recognized          by   the

Supreme Court in the ERISA context in CIGNA Corp. v. Amara, 131

S.    Ct.    1866    (2011).         The    district        court    denied     Appellant’s

motion, holding that such amendment would be futile.                                See Moon,

956 F. Supp. 2d at 714-17.                   The district court explained that

the     reformation          claim     failed        because        Appellant       did       not

sufficiently allege any type of fraudulent conduct on the part

of the Appellees.            Id. at 716.          Further, the district court held

that both the reformation and the surcharge claims were futile

because       none    of     the    named     Appellees       were     acting       as    ERISA

fiduciaries when they engaged in the allegedly wrongful acts on

which this action is based.                 Id. at 716-17.

               In the present appeal, Appellant challenges both the

district       court’s        grant     of     Appellees’           motion     to     dismiss

Appellant’s         breach    of     fiduciary       duty    and     equitable       estoppel

claims, as well as the district court’s denial of Appellant’s

motion      for   leave      to    amend    her     first    amended    complaint.             We

possess jurisdiction pursuant to 28 U.S.C. § 1291.

                                              II.

               We review de novo a district court’s dismissal of a

complaint for failure to state a claim pursuant to Federal Rule

of Civil Procedure 12(b)(6).                      See Kenney v. Indep. Order of

Foresters, 744 F.3d 901, 905 (4th Cir. 2014).                                “To survive a

motion to dismiss, a complaint must contain sufficient factual

                                               9
matter, accepted as true, to ‘state a claim to relief that is

plausible on its face.’”            Ashcroft v. Iqbal, 556 U.S. 662, 678

(2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 554, 570

(2007)).

              We review a district court’s denial of a motion for

leave to amend a complaint for abuse of discretion.                          Drager v.

PLIVA USA, Inc., 741 F.3d 470, 474 (4th Cir. 2014).

                                         III.

                                           A.

              We first consider whether the district court erred by

dismissing      Appellant’s        first      amended       complaint      under    Rule

12(b)(6).        In    her    complaint,         Appellant       alleges     Appellees

breached a fiduciary duty, in violation of 29 U.S.C. § 1104,

when   BWXT    accepted      Mr.   Moon’s       premium     payments     during     2006

without notifying Mr. Moon that he was no longer eligible for

life   insurance      benefits     under        the   MetLife    Plan.        For   this

alleged violation of ERISA, Appellant seeks equitable estoppel

under 29 U.S.C. § 1132(a)(3) in the form of an order estopping

Appellees      from   denying      the     existence        of   a   life    insurance

contract between Mr. Moon and Appellees in the coverage amount

of $200,000.00.        For the reasons described below, we conclude

that   Appellant      has    failed      to   state     a   claim    for     breach   of

fiduciary     duty    and,   therefore,         is    not   entitled    to   equitable

estoppel.

                                           10
                                             1.

             Pursuant         to      29      U.S.C.         §     1132(a)(3),           ERISA

beneficiaries         are     empowered          “to   obtain      other      appropriate

equitable relief” to redress violations of ERISA or ERISA plans.

See CIGNA Corp. v. Amara, 131 S. Ct. 1866, 1878 (2011) (citing

29     U.S.C.    §    1132(a)(3)).            The      relief      authorized       is    not

“‘appropriate         equitable     relief’       at   large,”      Mertens    v.    Hewitt

Assocs.,        506    U.S.    248,        253      (1993)       (quoting     29     U.S.C.

§ 1132(a)(3))         (emphasis      in    original),        but   rather,     only      such

equitable relief as will enforce the terms of the ERISA plan at

issue or ERISA itself, see U.S. Airways v. McCutchen, 133 S. Ct.

1537, 1548 (2013).            Consequently, inasmuch as Appellant’s claim

for equitable relief under 29 U.S.C. § 1132(a)(3) is available

only    to   redress        violations      of     ERISA     or    the   MetLife         Plan,

Appellant must sufficiently allege such a violation in order to

state a valid claim.

             Here, the only alleged ERISA violation in Appellant’s

first    amended       complaint      is     Appellees’          purported    breach        of

fiduciary duty.         See 29 U.S.C. § 1104.              Appellant must therefore

sufficiently allege that a breach of fiduciary duty has occurred

to demonstrate an entitlement to equitable estoppel under 29

U.S.C. § 1132(a)(3).          See McCutchen, 133 S. Ct. at 1548.

             To state a claim for breach of fiduciary duty under

ERISA,    the     threshold        question       is   whether     the   plaintiff        has

                                             11
sufficiently alleged that the defendant was a “fiduciary.”              See

Coleman v. Nationwide Life Ins. Co., 969 F.2d 54, 60-61 (4th

Cir. 1992) (“Before one can conclude that a fiduciary duty has

been violated, it must be established that the party charged

with       the   breach     meets      the    statutory   definition     of

‘fiduciary.’”).           Therefore,     if   Appellant   is   unable    to

sufficiently allege ERISA fiduciary status as to Appellees, then

there exists no ERISA violation for Appellant to redress and

equitable relief under 29 U.S.C. § 1132(a)(3) is unavailable.

Both aspects of Appellant’s claim -- the alleged ERISA violation

and the remedy sought -- hinge on whether Appellees were ERISA

fiduciaries. 4

             Under ERISA, “a person is a fiduciary with respect to

a plan to the extent” that:

       (i) he exercises any discretionary authority or
       discretionary control respecting management of such
       plan or exercises any authority or control respecting
       management or disposition of its assets;

       (ii) he renders investment advice for a fee or other
       compensation, direct or indirect, with respect to any


       4
       This is not to say that only ERISA fiduciaries may be sued
under 29 U.S.C. § 1132(a)(3).    See Harris Trust & Sav. Bank v.
Salomon Smith Barney, Inc., 530 U.S. 238, 241 (2000) (holding
that the authorization under 29 U.S.C. § 1132(a)(3) “extends to
a suit against a nonfiduciary ‘party in interest’ to a
transaction barred by [29 U.S.C. § 1106(a)]”); see also id. at
246 (explaining that 29 U.S.C. § 1132(a)(3) “admits of no limit
. . . on the universe of possible defendants”).



                                       12
     moneys or other property of such plan,                     or   has    any
     authority or responsibility to do so; or

     (iii)   he   has   any   discretionary authority   or
     discretionary responsibility in the administration of
     such plan.

29 U.S.C. § 1002(21)(A).            In summarizing this definition, we

have observed that an ERISA fiduciary is “any individual who de

facto performs specified discretionary functions with respect to

the management, assets, or administration of a plan.”                      Custer v.

Sweeney, 89 F.3d 1156, 1161 (4th Cir. 1996).                    Simply because an

employer is an ERISA plan sponsor does not automatically convert

the employer into a plan fiduciary.               Beck v. PACE Int’l Union,

551 U.S. 96, 101 (2007) (noting that in a situation where an

employer is both a plan sponsor and a plan administrator, the

employer’s   “fiduciary      duties    under     ERISA    are    implicated       only

when it acts in the latter capacity”).                     Indeed, because the

definition of ERISA fiduciary “is couched in terms of functional

control   and   authority    over     the   plan,”    we    must     “examine     the

conduct at issue when determining whether an individual is an

ERISA fiduciary.”      Wilmington Shipping Co. v. New England Life

Ins. Co., 496 F.3d 326, 343 (4th Cir. 2007) (internal quotation

marks omitted); see also LoPresti v. Terwilliger, 126 F.3d 34,

40 (2d Cir. 1997) (“Unlike the common law definition under which

fiduciary    status   is   determined       by   virtue    of    the   position     a

person    holds,   ERISA’s     definition        is   functional.”         (internal


                                       13
quotation marks omitted)).               Therefore, “an individual or entity

can still be found liable as a ‘de facto’ fiduciary if it lacks

formal   power       to     control      or     manage    a     plan      yet     exercises

informally     the     requisite         ‘discretionary         control’        over     plan

management    and     administration.”             Wright     v.    Or.    Metallurgical

Corp., 360 F.3d 1090, 1101-02 (9th Cir. 2004).

                                              2.

           Appellant          argues     that      her   first      amended       complaint

sufficiently        alleges       that   Appellees       were      ERISA    fiduciaries.

Appellant advances several theories in attempt to support this

contention, none of which are persuasive.

                                              a.

           First, Appellant highlights her conclusory allegation

in Paragraph 33 of the first amended complaint, which states

that   Appellees      had     “discretionary         authority         under     ERISA    to

create and manage the benefit plan offered [to] Mr. Moon and

that [Appellees] were therefore ERISA fiduciaries as to this

Plan.”       J.A.     54,     ¶    33.        Critically,     however,          the    “plan”

referenced in Paragraph 33 is not the MetLife Plan.                             Rather, it

is the “written offer to Mr. Moon” in the 2006 Confirmation

Statement that, according to Appellant, “constituted a proposal

for life insurance benefits separate from the MetLife Plan.”

Id. ¶ 32 (emphasis supplied).



                                              14
               We have already addressed and rejected this line of

argument in the first appeal in this case, where we held that

the     2006   Confirmation     Statement       and    Mr.   Moon’s    payment      of

premiums       directly    to   BWXT     did     not    create      any     kind    of

“independent contract for benefits” between Mr. Moon and BWXT.

Moon I, 498 F. App’x 268, 274 (4th Cir. 2012).                            Because we

previously concluded that “Appellant’s claims for an entitlement

to benefits are governed by the language of the [MetLife] Plan,”

id., Appellees’ purported status as ERISA fiduciaries must be

analyzed with respect to their actions relating to the MetLife

Plan.     Accordingly, Appellant’s argument that the allegation in

Paragraph 33 of the first amended complaint sufficiently alleges

that Appellees were ERISA fiduciaries fails.

                                         b.

               Nonetheless, Appellant contends that her first amended

complaint sufficiently alleges that Appellees were “de facto”

ERISA fiduciaries.         As noted, because the definition of an ERISA

fiduciary       “is   couched   in     terms    of     functional     control      and

authority over the plan,” we must “examine the conduct at issue

when determining whether an individual is an ERISA fiduciary.”

Wilmington Shipping, 496 F.3d at 343 (internal quotation marks

omitted).        After    reviewing    the     first   amended   complaint,        the

alleged conduct at issue that possibly raises a claim for breach

of fiduciary duty is based on BWXT’s acceptance of Mr. Moon’s

                                         15
premium    payments       during    2006,     as      well   as   BWXT’s       failure    to

notify     Mr.   Moon     that     he   was      no    longer     eligible      for    life

insurance benefits under the MetLife Plan.                          Specifically, the

first amended complaint alleges:

     34.    As   fiduciaries  under   ERISA  for   such Plan,
            [Appellees] had a duty to Mr. Moon to truthfully
            and accurately advise Mr. Moon if he was
            ineligible for life insurance benefits within a
            reasonable time after receiving monthly payments
            from Mr. Moon for said benefits, if [Appellees]
            knew or should have known that Mr. Moon was
            ineligible for life insurance benefits.

             . . .

     36.    [Appellees] . . . negligently or intentionally
            breached the duty they owed to Mr. Moon under
            ERISA to advise him of his ineligibility for life
            insurance benefits and their conduct, in fact,
            caused Mr. Moon to believe he had procured said
            benefits.

J.A. 54-55.      Given these allegations, Appellant has sufficiently

stated a claim for breach of fiduciary duty only if accepting

payments and advising plan participants about eligibility for

benefits constitute “discretionary functions with respect to the

management, assets, or administration of a plan.”                              Custer, 89

F.3d at 1161.

            To   determine         whether       the    alleged        acts    qualify    as

discretionary,       we   look     to   the      Department       of    Labor’s      (“DOL”)

regulation entitled “Questions and answers relating to fiduciary

responsibility       under    [ERISA]”        for      guidance.         See    29    C.F.R.

§ 2509.75-8.      In this regulation, the DOL explains, “a person

                                            16
who   performs      purely      ministerial         functions           .   .    .    within    a

framework    of    policies,         interpretations,              rules,       practices     and

procedures     made      by   other       persons       is   not    a    fiduciary.”           Id.

§ 2509.75-8(D-2).              The    following          are       several       examples      of

administrative or ministerial functions that are not considered

discretionary: “[o]rientation of new participants and advising

participants       of    their       rights      and     options         under       the    plan”;

“[c]ollection of contributions and application of contributions

as provided in the plan”; “[p]reparation of reports concerning

participants’ benefits”; and “[p]rocessing of claims.”                                Id.

            Based on the DOL regulation, BWXT’s acceptance of Mr.

Moon’s premium payments during 2006, as well as its failure to

notify   Mr.      Moon    that       he    was     no    longer         eligible       for   life

insurance      benefits         under        the        MetLife          Plan,        were     not

“discretionary functions with respect to the management, assets,

or administration of a plan.”                 Custer, 89 F.3d at 1161.                     Rather,

these actions are more akin to “[c]ollection of contributions”

and “advising participants of their rights and options under the

plan,” which are purely administrative functions.                               See 29 C.F.R.

§ 2509.75-8(D-2).             The district court thus correctly concluded

that Appellees were not ERISA fiduciaries.

            Appellant attempts to bring Appellees’ actions within

the realm of “discretionary” acts by arguing that “BWXT alone

reviewed and investigated” Appellant’s claim for life insurance

                                              17
benefits and “alone declined to pay the claim.”                            Appellant’s Br.

18.    Appellant then cites 29 C.F.R. § 2509.75-8 and argues that

BWXT is an ERISA fiduciary because it had “final authority to

authorize or disallow benefit payments in cases where a dispute

exists.”       29 C.F.R. § 2509.75-8(D-3).                     This argument is without

merit.       As explained, “a party is a fiduciary [under ERISA] only

as    to     the    activities         which       bring       the   person      within      the

definition.”          Coleman,        969    F.2d      at     61.      Here,     the   alleged

activities         that     support       Appellant’s           claim      for    breach      of

fiduciary      duty       are    BWXT’s      acceptance         of   Mr.   Moon’s      premium

payments without advising him that he was not eligible for group

life insurance under the MetLife Plan.                          This is a far cry from

the purported discretionary handling and unilateral denial of

Appellant’s        life     insurance         claim          under   the    MetLife       Plan.

Moreover, in “denying” Appellant’s life insurance claim, BWXT

was not exercising any discretionary authority to “authorize or

disallow      benefit      payments”         of    MetLife      Plan    assets.        See    29

C.F.R. § 2509.75-8(D-3).               Rather, BWXT was “advising [Appellant]

of [her] rights and options under the plan,” id. § 2509.75-8(D-

2)    --   i.e.,    that        Mr.   Moon    was      not    eligible     for    group    life

insurance benefits under the terms of the MetLife Plan -- which

the    DOL     considers         an   administrative            function.         Therefore,

Appellant’s argument in this regard likewise fails.



                                                  18
                                          c.

              Appellant next argues that the terms of the MetLife

Plan       documents    themselves   confer      ERISA    fiduciary      status   on

Appellees.       Appellant notes several times in her brief that BWXT

was     the    “Plan    Administrator”     and   that,    by    virtue    of   this

position, BWXT’s receipt of premium payments and its failure to

notify Mr. Moon of his ineligibility for group life insurance

benefits was a breach of fiduciary duty. 5                However, the text of

the MetLife Plan’s SPD belies Appellant’s argument.

              The      SPD   identifies    an    entity     called       “McDermott

Incorporated” -- not McDermott International, Inc. or BWXT -- as

“Plan      Sponsor     and   Administrator.”       See   J.A.   42. 6      This   is

directly contrary to Appellant’s assertions that BWXT is named


       5
       For Appellant’s argument to succeed, the MetLife Plan
itself would have to provide BWXT with discretionary authority
with respect to management, assets, or administration of the
plan -- the mere title of “Plan Administrator” is insufficient.
See Coleman, 969 F.2d at 61 (looking to the duties outlined in
the   plan   documents  to   determine   whether   they  confer
discretionary authority or responsibility on the purported plan
fiduciary); see also Estate of Weeks v. Advance Stores Co., 99
F. App’x 470, 476 (4th Cir. 2004) (unpublished per curiam)
(“[O]ur determination of whether a person qualifies as an ERISA
fiduciary is based on a person’s job activities rather than job
title.”).
       6
       Appellant named McDermott International, Inc. as a party
to   this   litigation   rather  than   McDermott   Incorporated.
Nevertheless, as explained below, even if Appellant had named
the correct entity, the MetLife Plan confers discretionary
authority on MetLife, not BWXT or any other Appellee.



                                          19
as “Plan Administrator.”               In addition, the SPD lists MetLife as

the “Claims Administrator,” and in a section called “Type of

Administration,” the SPD states, “[t]his benefit is administered

by MetLife pursuant to a contract with the Plan Sponsor.”                           Id.

(emphasis supplied).             Furthermore, in a section called “Plan

Administration,” the SPD explicitly states that “MetLife has the

right      to     carry        out      responsibilities      and     use        maximum

discretionary authority permitted by law.”                   Id. at 39 (emphasis

supplied).        The section continues, noting that these rights and

responsibilities include the following:

          •   Interpret, construe and administer the plan;
          •   Make determinations regarding plan participation,
              enrollment and eligibility for benefits;
          •   Evaluate and determine the validity of benefit
              claims; [and]
          •   Resolve any and all claims and disputes regarding
              the rights and entitlements of individuals to
              participate in the plans and to receive benefits
              and payments pursuant to the plans.

Id. at 39-40.          Based on the SPD, it could not be more clear that

if the MetLife Plan itself confers discretionary authority on a

particular entity, that entity is MetLife -- not BWXT or any

other named Appellee.                Accordingly, Appellant’s contention that

BWXT     is     the    “Plan    Administrator,”        and   therefore      an    ERISA

fiduciary, fails.

                                             d.

                Finally, Appellant contends the district court erred

by     failing    to    apply        the   equitable   remedies     and   principles
                                             20
announced by the Supreme Court in CIGNA Corp. v. Amara, 131 S.

Ct. 1866 (2011), when it granted Appellees’ motion to dismiss.

This argument makes little sense.              The Supreme Court’s decision

in Amara “stands for the proposition that remedies traditionally

available in courts of equity, expressly including estoppel and

surcharge, are indeed available to plaintiffs suing fiduciaries

under     Section    1132(a)(3).”       McCravy       II,     690    F.3d     at     181.

However, because 29 U.S.C. § 1132(a)(3) authorizes appropriate

equitable relief only to redress violations of ERISA or an ERISA

plan, see McCutchen, 133 S. Ct. at 1548, the threshold inquiry

here    is     whether   Appellant    has     sufficiently          alleged    such    a

violation.       As explained, Appellant has not.               Therefore, there

simply is no ERISA violation on which Appellant can hinge an

entitlement to the equitable remedies described in Amara.

               In sum, Appellant’s claim for breach of fiduciary duty

and    for   equitable     estoppel    both    fail    because        Appellant      has

failed    to    allege   sufficient    facts    to     show    that     any     of    the

Appellees were ERISA fiduciaries with respect to Mr. Moon or

Appellant.        Therefore, the district court correctly dismissed

Appellant’s first amended complaint.

                                        B.

               We next consider whether the district court erred by

denying      Appellant’s   motion     for    leave    to    amend     the     complaint

after concluding that the amendment would be futile.                            In her

                                        21
proposed       second    amended       complaint,        Appellant     sought        to   add

claims for “reformation of contract” and “surcharge for breach

of    fiduciary      duty,”        noting   that   those     equitable         claims     had

recently   been        recognized      by    the   Supreme     Court      in    the    ERISA

context in CIGNA Corp. v. Amara, 131 S. Ct. 1866 (2011).                                   The

district       court    correctly         denied   this     proposed      amendment         as

futile because Appellees were not ERISA fiduciaries.

               Under Federal Rule of Civil Procedure 15(a)(2), the

“‘grant or denial of an opportunity to amend [a complaint] is

within the discretion of the District Court.’”                        Scott v. Family

Dollar Stores, Inc., 733 F.3d 105, 121 (4th Cir. 2013) (quoting

Foman v. Davis, 371 U.S. 178, 182, (1962)).                       A district court’s

denial of leave to amend is appropriate when “(1) ‘the amendment

would be prejudicial to the opposing party;’ (2) ‘there has been

bad    faith    on     the    part    of    the    moving    party;’      or     (3)      ‘the

amendment would have been futile.’”                       Scott, 733 F.3d at 121

(quoting Laber v. Harvey, 438 F.3d 404, 426–27 (4th Cir. 2006)).

               Again,        the     threshold      inquiry       under        29     U.S.C.

§ 1132(a)(3)      is    whether       Appellant     has     sufficiently        alleged      a

violation of ERISA or an ERISA plan. See McCutchen, 133 S. Ct.

at 1548.       As described at length above, Appellant has failed to

state a claim for breach of fiduciary duty because she has not

sufficiently         alleged       that     Appellees      were    acting       as     ERISA

fiduciaries      when     they      performed      the    allegedly     wrongful          acts

                                             22
giving      rise     to   this   action.        Therefore,   there    is    no     ERISA

violation that could be redressed by the equitable remedies of

reformation of contract or surcharge for breach of fiduciary

duty.         Accordingly,       the   district     court    did   not     abuse    its

discretion when it concluded that Appellant’s proposed second

amended complaint would be futile and denied Appellant’s motion

for leave to amend her first amended complaint. 7

                                           C.

                  As for the premium payments that Mr. Moon made to BWXT

for benefits under the MetLife Plan during 2006 -- benefits for

which       Mr.    Moon   was    not   eligible     --   counsel     for    Appellees

acknowledged at oral argument that Appellant is entitled to an

immediate return of those premium payments with interest, and

agreed that BWXT would refund such payments.                   See Oral Argument

at 16:02–16:26, 21:27-21:34, Moon v. BWX Techs., Inc., No. 13–

1888 (May 13, 2014), available at http://www.ca4.uscourts.gov/

oral-argument/listen-to-oral-arguments.                  In light of Appellees’

counsel’s representations to this court, we will remand the case

for the district court to: (1) determine the amount of premiums


        7
        Appellant acknowledges, “[a]ssuming arguendo that the
district court was legally correct in finding that the pleadings
themselves did not and could not allege ERISA fiduciary or de
facto fiduciary status as to BWXT, then [the denial of the
motion for leave to amend] would be correct.”    See Appellant’s
Br. at 26.



                                           23
owed to Appellant, and (2) enter an order directing Appellees to

repay that amount with interest.

                                       IV.

            For the reasons stated, we affirm both the district

court’s grant of Appellees’ motion to dismiss and the district

court’s    denial   of   Appellant’s      motion    for    leave    to   amend    her

first   amended     complaint.       We     also   remand    the    case   to     the

district    court   with   instructions       to    determine      the   amount    of

premiums    owed    to   Appellant   and     to    enter    an   order   directing

Appellees to repay that amount with interest.



                                 AFFIRMED AND REMANDED WITH INSTRUCTIONS




                                       24
