                              UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                              No. 15-2105


STEPHEN WILKINSON,

                 Plaintiff - Appellee,

           v.

SUN LIFE AND     HEALTH   INSURANCE   COMPANY,   d/b/a    Sun   Life
Financial,

                 Defendant - Appellant,

           and

DOLAN & TRAYNOR, INC. EMPLOYEE HEALTH AND WELFARE BENEFIT
PLAN,

                 Defendant.



Appeal from the United States District Court for the Western
District of North Carolina, at Statesville.       Richard L.
Voorhees, District Judge. (5:13-cv-00087-RLV-DCK)


Argued:   October 27, 2016                  Decided:     January 5, 2017


Before MOTZ and DIAZ, Circuit Judges, and Gerald Bruce LEE,
United States District Judge for the Eastern District of
Virginia, sitting by designation.


Affirmed by unpublished opinion.    Judge Lee wrote the opinion,
in which Judge Motz and Judge Diaz joined.
ARGUED: Joshua Bachrach, WILSON ELSER MOSKOWITZ EDELMAN & DICKER
LLP, Philadelphia, Pennsylvania, for Appellant.     Norris Arden
Adams, II, ESSEX & RICHARDS, P.A., Charlotte, North Carolina,
for Appellee.    ON BRIEF: Hannah Gray Styron Symonds, WILSON
ELSER   MOSKOWITZ   EDELMAN    &   DICKER   LLP,   Philadelphia,
Pennsylvania, for Appellant.       Frank N. Darras, Susan B.
Grabarsky, Phillip S. Bather, DARRASLAW, Ontario, California,
for Appellee.


Unpublished opinions are not binding precedent in this circuit.




                               2
LEE, District Judge:

       Stephen Wilkinson (“Wilkinson”) brought this action against

Sun Life and Health Insurance Company (U.S.) (“Sun Life”) to

seek   long-term   disability   benefits   pursuant   to   the   Employee

Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §§

1001 et seq.    After approving the benefits claim under a policy

that Sun Life issued to Wilkinson’s former employer, Sun Life

terminated benefits on the grounds that Wilkinson was not an

active full-time employee when the policy took effect.

       On cross-motions for summary judgment, the district court

granted judgment in favor of Wilkinson.       The key issue presented

is whether the district court erred in holding that Sun Life,

the administrator of an employee welfare benefit plan governed

by ERISA, abused its discretion when it terminated Wilkinson’s

benefits.    We hold that Sun Life abused its discretion when it

terminated Wilkinson’s benefits because he provided sufficient

evidence to support his eligibility for coverage, and because

Sun Life’s decision to terminate benefits was not the result of

a principled reasoning process and not supported by substantial

evidence.   We therefore affirm the district court’s decision.




                                   3
                                    I.

                                    A.

      The facts relevant to this appeal are those probative of

whether Wilkinson worked at least 30 hours per week as an active

employee on May 1, 2004, when the policy at issue took effect.

      In 1973, Wilkinson began working as the vice president of

sales, operations, and distribution for Dolan & Traynor, Inc.

(“D&T”).   J.A. 10, 23. 1   D&T is a closely-held corporation based

in New Jersey that distributes building products and plumbing

specialties.   J.A. 10, 23, 1110–15.             Wilkinson earned an annual

compensation   of   $434,300,     and       at   some   point   prior   to   his

disability, worked approximately 60 hours per week.                 J.A. 276,

1315-16.   He also owned approximately 22% of D&T’s stock.                   J.A.

91.   Wilkinson has represented that his position at D&T was due

to marrying the daughter of one of D&T’s owners.                J.A. 521.     In

August 2003, Wilkinson’s wife passed away.                J.A. 998.     In the

months that followed, Wilkinson began to struggle emotionally

and physically, and he eventually developed a heart condition

known as cardiomyopathy.    Id.

      At a D&T partner meeting in March 2004, Wilkinson and his

business partners discussed his decline in health, his ongoing



      1Citations to the “J.A.” refer to the Joint Appendix filed
by the parties in this appeal.



                                        4
role with the company, and the possibility of him taking leave.

J.A. 372–74.          Subsequent to this meeting, Wilkinson wrote an

email to    his   partners      stating         that   over    the   preceding   seven

months, he typically worked from 9 a.m. to 5 p.m., aside from

six weeks of paid time off.            J.A. 373.         Wilkinson also wrote, “I

would like to feel better and will continue to try to return to

being more productive working no more than 40 hour weeks. This

all    depends   on    my   ability   based       on    my    current   predicament.”

J.A. 373.

       A second partner meeting occurred on April 13, 2004.                       J.A.

375.     The partners discussed how D&T was in the midst of a

critical time and needed all the partners to work diligently.

Id.    The next day, Wilkinson summarized the meeting in an email

as follows: “My expressed desire to work 30-40 hours a week does

not cut it with [the partners]. They are putting in extra hours,

evenings/weekends and it is not fair.”                  Id.

       A third partner meeting occurred on April 21, 2004.                        J.A.

999.    Wilkinson and his partners again discussed the possibility

of Wilkinson taking leave.            Id.       According to court filings that

Wilkinson filed in a separate 2007 lawsuit, “Timothy Dolan asked

that [Wilkinson] take the leave now and [D&T] would continue to

pay [his] salary until a written agreement was reached laying

out the terms of [his] leave.”                  Id.    Wilkinson further claimed,

“[b]ased on [D&T’s] promise to work out an agreement within a

                                            5
few weeks, I began a medical leave for an undetermined period of

time, beginning May 7, 2004.”                   Id.

        On    May    5,    2004,     D&T’s      human       resources     department       sent

Wilkinson a document entitled “Response to Employee Request for

Family       or     Medical     Leave      and        Employee      Acknowledgements        of

Obligations” (the “FMLA Form”).                        J.A. 201-03.         The FMLA Form

states, “[w]e are aware that you need this leave beginning on or

about May 10, 2004 . . . .”                  J.A. 201.        The record reflects that

Wilkinson took unpaid FMLA leave from May 7, 2004 until August

2004.        J.A. 1466.       In July 2004, Wilkinson informed D&T that he

would be unable to return to work.                     J.A. 376.



                                                B.

     Eligible employees of D&T were covered under its Employee

Health and Welfare Benefit Plan.                      J.A. 7, 22.         Prior to May 1,

2004, the plan was insured by a different company, Unum.                                  J.A.

1284-1312.          Effective        May   1,    2004,      Sun    Life   issued     a   group

benefits       policy      (the      “Policy”)         to    D&T    to    insure   eligible

participants and beneficiaries of its plan.                          J.A. 260, 1352–81.

Sun Life served in the dual role of evaluating benefit claims

and paying approved claims.                  J.A. 9, 23.           Wilkinson submitted a

benefits claim to Sun Life on August 18, 2004, which Sun Life

approved.           J.A.      927,    1449-53.              Sun    Life   paid     Wilkinson

disability        benefits     for     approximately          four    years   from       August

                                                 6
2004    until     July    2008.           J.A.    248.         Sun    Life    also     performed

periodic       reviews         to     determine        whether            Wilkinson        remained

eligible for long-term disability benefits.                           J.A. 262.

       In    November         2007,      Wilkinson     filed         an    employment-related

action in New Jersey state court against D&T, as well as his

business partners Timothy Traynor, Michael Dolan, and Timothy

Dolan      (the   “New        Jersey      Lawsuit”).           J.A.       81–23.       Wilkinson

alleged that he was fraudulently induced into resigning as an

officer      of    D&T        and   signing       a    modification           of     his     buyout

agreement.        Id.     The parties eventually settled the suit under a

confidential agreement.                  J.A. 312.       At the time, the New Jersey

Lawsuit had nothing to do with Wilkinson’s benefits claim.                                   Id.

       Sun Life sent Wilkinson the first denial letter on July 29,

2008,       stating      that       he    no     longer    qualified           for     long-term

disability benefits.                J.A. 125–29.           This denial letter noted

that Sun Life had recently learned of the New Jersey Lawsuit,

and that Sun Life believed Wilkinson may have resigned from D&T

because of disagreements with the partners, rather than medical

reasons.        J.A. 128.           Regardless, Sun Life justified the first

denial because it “concluded that there was no medical evidence

to continue to support [Wilkinson’s] claimed restrictions and

limitations.”           Id.     Importantly, Sun Life’s “assessment of total

disability [was] based on one’s occupation [as a vice president]

in   the     national         economy,     not    by     the    job       requirements        of   a

                                                 7
particular employer.”           J.A. 126.        Sun Life claimed that although

D&T described Wilkinson’s “job as heavy duty,” a vice president

in    the    national     economy    fits       “closer   to    the    light    physical

demand level.”          Id.     In January 2009, Wilkinson challenged the

termination      of     benefits    and     provided      evidence      to    rebut   Sun

Life’s determination.            J.A. 519–640.         Wilkinson also challenged

Sun Life’s reliance on what duties a vice president performs in

the national economy, as opposed to what duties he performed at

D&T.    See J.A. 521.

       Sun Life sent Wilkinson a second denial letter on May 13,

2009.       J.A. 61–69.       This letter noted that a physician described

Wilkinson’s “cardiac status as causing only slight limitation in

physical      activity.”          J.A.    63.       The   letter       also    stated   a

functional capacity evaluation revealed that Wilkinson “had the

capacity to perform his occupation as it is typically performed

in the national economy.”                 J.A. 63.        Nevertheless, Sun Life

expressly stated that it was “not addressing any question of

Disability at this time,” and that it was denying coverage on

different       grounds.         J.A.     69.       Sun    Life       found    Wilkinson

ineligible for coverage under the Policy because, in its view,

two    declarations       filed     in   the     New   Jersey     Lawsuit      indicated

Wilkinson “was not meeting the requirements of an Active Full-

time Employee at the time coverage became effective . . . on May

1, 2004.”       J.A. 68.       Thus, five years after Wilkinson left D&T,

                                            8
Sun Life asserted a new theory for why Wilkinson did not qualify

for coverage.

      In January 2010, Wilkinson appealed the termination of his

disability benefits a second time.                    J.A. 346–64.         As part of

Wilkinson’s administrative appeal, a physician hired by Sun Life

provided medical findings indicating that “Wilkinson would be

precluded from the duties of his ‘Regular Occupation’ and was

‘Totally     Disabled.’”        J.A.       45.        This    finding      essentially

foreclosed     Sun    Life’s    denial      of    benefits      based      on   medical

grounds.

      Sun Life sent Wilkinson a third denial letter on July 12,

2010.      J.A.    39–50.      The   sole       issue   at   that    point      involved

whether Wilkinson was “[p]erforming all the duties of [his] job

on a Full-time Basis and working on a regular work schedule of

at least 30 hours per week” when the Policy took effect.                            See

id.     To    prove    that    he    was    an    active      full-time      employee,

Wilkinson provided Sun Life with a statement, emails regarding

partnership       meetings    leading      up    to   his    leave   of    absence,   a

declaration from his CPA, applications that Wilkinson submitted

to insurers for other purposes, and Social Security information.

J.A. 44, 50.          Sun Life rejected this information because it

believed the evidence did not substantiate whether Wilkinson was

an active full-time employee.              See J.A. 45–46, 50.            Instead, Sun

Life relied upon two declarations filed in the 2007 New Jersey

                                           9
Lawsuit as evidence of Wilkinson’s ineligibility for coverage.

See J.A. 48–49.



                                                C.

       Wilkinson        brought          this        case     pursuant           to      section

502(a)(1)(B) of ERISA, 29 U.S.C. § 1132(a)(1)(B), to determine

his    entitlement          to    long-term      disability         benefits          under    the

Policy.        J.A.     7–21.           Having        exhausted      his    administrative

remedies, on June 18, 2013, Wilkinson filed suit against Sun

Life    in    the     United       States     District        Court       for    the    Western

District of North Carolina.                     Id.      Sun Life responded with a

Counterclaim        seeking       repayment      of     $386,539.37,        the       amount    of

benefits      Sun     Life       paid    to     Wilkinson         prior    to     terminating

benefits.       J.A. 22–29.             Wilkinson moved to dismiss Sun Life’s

Counterclaim,         and    later      the     parties      filed    cross-Motions            for

Summary Judgment.           J.A. 30–35, 204–40.

       On    September       1,     2015,     the     district      court        published      an

opinion      granting       Wilkinson’s       Motion        for   Summary        Judgment      and

awarding him benefits under the Policy.                       Wilkinson v. Sun Life &

Health Ins. Co., 127 F. Supp. 3d 545, 568 (W.D.N.C. 2015).                                     The

district also denied Sun Life’s Motion for Summary Judgment, and

dismissed its Counterclaim as moot.                         Id.     First, the district

court determined that the ERISA abuse of discretion standard

applied.        Id.    at        556–58.        Next,    under      that        standard,      the

                                                10
district court weighed the relevant factors to determine whether

Sun Life’s denial of benefits was reasonable.                      Id. at 562–68.

In doing so, the court considered the FMLA Form even though it

was   not    part   of    the    administrative       record.      Id.   at   560–62.

Ultimately,     the      district   court     found    that     Wilkinson     met   his

burden to show that he was covered under the Policy, and that

Sun Life abused its discretion by denying benefits.                      Id. at 562.

Sun Life filed this appeal.



                                        II.

      As a threshold issue, we first consider the appropriate

judicial standard of review.            A participant or beneficiary of a

plan covered under ERISA may bring a civil action to recover

benefits due to him or her under the plan’s terms.                             See 29

U.S.C. § 1132(a)(1)(B).             The scope of judicial review in an

action      challenging     an    administrator’s       coverage     determination

under section 1132(a)(1)(B) turns on whether the benefit plan

vests the administrator with discretionary authority.                       Firestone

Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115 (1989); Helton v.

AT & T Inc., 709 F.3d 343, 351 (4th Cir. 2013).                          When a plan

does not vest the administrator with discretionary authority, a

district       court        reviews     the       administrator’s             coverage

determination de novo.           Helton, 709 F.3d at 351 (citing Williams

v. Metro. Life Ins. Co., 609 F.3d 622, 629 (4th Cir. 2010)). In

                                         11
contrast, when a plan vests the administrator with discretionary

authority to make eligibility determinations, a district court

reviews       the     administrator’s            decision        under       the    abuse        of

discretion standard.           See Helton, 709 F.3d at 351.

       Here, the district court applied the abuse of discretion

standard because a document attached to and delivered with the

benefits plan contained discretionary language.                              J.A. 223.          The

parties      agree     that    if        this    document,        referred         to     as    the

“Statement of ERISA Rights,” is considered part of the plan,

then    the     document       clearly          grants      Sun       Life    discretionary

authority.      While Sun Life contends that the abuse of discretion

standard applies, Wilkinson contends that de novo review applies

because   the       Statement       of    ERISA       Rights     was    not    part       of    the

benefits plan.           We need not reach the issue of whether the

district court appropriately considered the document part of the

plan    because        the      standard          of       review      is     not         outcome

determinative.          Even under the abuse of discretion standard,

which   is     more    favorable         to     Sun    Life,     we    conclude         that    the

district court properly granted judgment in Wilkinson’s favor.

       Accordingly,       we    review          the    district        court’s          grant    of

summary judgment to Wilkinson de novo, applying the same abuse

of   discretion       standard      employed          by   the   district      court.           See

Harrison v. Wells Fargo Bank, N.A., 773 F.3d 15, 20 (4th Cir.

2014); Williams, 609 F.3d at 629.                      Under the abuse of discretion

                                                12
standard,    this    circuit   will    uphold    the    decision    of   a   plan

administrator if the decision is reasonable, even if this court

would have reached a contrary conclusion upon an independent

review.     See Fortier v. Principal Life Ins. Co., 66 F.3d 231,

235 (4th Cir. 2012).        A decision is reasonable when the decision

“is the result of a deliberate, principled reasoning process,

and is supported by substantial evidence . . . .”                  Helton, 709

F.3d at 351 (internal quotation marks and citation omitted).                  In

evaluating whether a plan administrator abused its discretion,

this   circuit     has   identified   the    following    eight    nonexclusive

“Booth factors”:

       (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 decisionmaking process was reasoned
       and   principled;  (6)   whether   the   decision   was
       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.

Booth v. Wal–Mart Stores, Inc. Assocs. Health and Welfare Plan,

201 F.3d 335, 342–43 (4th Cir. 2000).



                                      III.

       We   next    consider   Sun    Life’s    three    primary   contentions

concerning whether the district court: (1) improperly considered

                                       13
evidence       outside        the     administrative        record;       (2)    erroneously

shifted       the    burden      to     prove     coverage       eligibility       from   the

claimant to the plan administrator; and (3) erroneously held

that     Sun    Life        abused     its    discretion.          Each    contention     is

addressed in turn.



                                                 A.

        Sun     Life        contends    that      the     district      court     improperly

considered evidence outside the administrative record by relying

upon     Wilkinson’s          FMLA     Form     as     evidence    of     when    he   ceased

working.

       When a court reviews a coverage determination under the

abuse     of     discretion          standard,         generally,       consideration     of

evidence outside of the administrative record is inappropriate.

Helton, 709 F.3d at 352 (citing Sheppard & Enoch Pratt Hosp. v.

Travelers Ins. Co., 32 F.3d 120, 125 (4th Cir. 1994)).                             However,

in Helton, this circuit stated that courts reviewing ERISA cases

should        take     “a     more     nuanced        approach    to    consideration     of

extrinsic evidence on deferential review, rather than embracing

an absolute bar.” 709 F.3d at 352.                         Under Helton, “a district

court may consider evidence outside of the administrative record

on abuse of discretion review in an ERISA case when [1] such

evidence is necessary to adequately assess the Booth factors and

[2] the evidence was known to the plan administrator when it

                                                 14
rendered its benefits determination.”                 Id. at 356.         By focusing

on what evidence was known to the plan administrator at the

time,    courts     within    this   circuit       maintain       their   ability    to

review coverage determinations and prevent administrators from

omitting    unfavorable      evidence    from      the     administrative       record.

See Helton, 709 F.3d at 353.

       On appeal, as in the district court, both prongs of this

two-part test are satisfied.                 The first prong is met because

evidence of the FMLA Form is necessary to adequately assess at

least three Booth factors.              The third Booth factor instructs

courts to assess the “adequacy of the materials considered to

make the decision,” 201 F.3d at 342, and here the FMLA Form is

probative of what Wilkinson told his employer and when, J.A.

201.    The fifth Booth factor instructs courts to assess “whether

the    decisionmaking    process       was    reasoned      and    principled,”      201

F.3d at 342, and here Sun Life’s process consisted of granting

benefits, denying benefits for medical reasons, reversing the

medical determination, and then denying benefits for purportedly

not being an active full-time employee.                  The eighth Booth factor

instructs    courts     to    assess    “any       conflict       of   interest    [the

fiduciary]    may    have,”    201   F.3d     at    343,    and    here   Sun     Life’s

motives are at issue because of its dual role of evaluating and




                                         15
paying benefits claims, see Metro. Life Ins. Co. v. Glenn, 554

U.S. 105, 112 (2008). 2

       The second prong required to consider an FMLA Form that is

not part of the administrative record is met because Wilkinson’s

request      to   take    FMLA    leave   was    known    to   Sun   Life   when   it

rendered its benefits determination.                  First, Sun Life’s May 2009

denial letter acknowledged that it received in 2004 a letter

from Wilkinson indicating that he took FMLA leave.                          See J.A.

445.       Second, the May 2009 denial letter acknowledges Wilkinson

had “assert[ed] that his [FMLA] leave of absence commenced on

May 7, 2004.”        J.A. 451.       Third, Wilkinson provided to Sun Life

a   declaration      in    January   2010      stating    that   D&T   “prepared    a

memorandum confirming” his request to take FMLA leave, J.A. 311,

and Sun Life acknowledged receipt of the declaration in its July

2010 denial letter, J.A. 265.

       Because the FMLA Form is necessary to adequately assess the

Booth      factors   and    the   evidence      was    known   to    Sun   Life,   the

district court properly considered that evidence.                      As discussed



       2
       Applying the Supreme Court’s precedent in Glenn, this
circuit has held that a plan administrator’s conflict of
interest does not change the judicial standard of review, and
instead is viewed as “one factor among the many identified in
Booth for reviewing the reasonableness of a plan administrator's
discretionary decision.” Williams, 609 F.3d at 631.




                                          16
further below, we too will consider such evidence in evaluating

whether Sun Life abused its discretion.



                                         B.

       Next Sun Life contends that the district court erroneously

shifted the burden to establish coverage eligibility from the

claimant to the plan administrator.

       “ERISA represents a careful balancing between ensuring fair

and    prompt   enforcement       of     rights   under      a     plan   and    the

encouragement    of    the    creation    of   such   plans.”        Conkright    v.

Frommert, 559 U.S. 506, 507 (2010) (internal quotation marks and

citation omitted).       Plan administrators have a fiduciary duty to

balance “the obligation to guard the assets of the trust from

improper claims, as well as the obligation to pay legitimate

claims.”     Harrison, 773 F.3d at 20 (internal quotation marks and

citation omitted).           Further, under ERISA, plan administrators

must   set   forth    “the    specific     reasons”    for       denial   and   must

“afford a reasonable opportunity . . . for a full and fair

review . . . .”       Id. (quoting 29 U.S.C. § 1133).

       On the one hand, this circuit has consistently stated, “the

primary responsibility for providing medical evidence to support

a claimant's theory rests with the claimant.”                       Harrison, 773

F.3d at 24 (citing Berry v. Ciba–Geigy Corp., 761 F.2d 1003,

1008 (4th Cir. 1985)).          Claimants are more familiar with their

                                         17
medical       and    work    history.        See   Harrison,     773    F.3d   at   24.

Additionally, claimants, their physicians, and their employers

are typically better suited to provide the evidence necessary to

support a claim.            See id.     This circuit has “recognize[d] that

plan administrators possess limited resources,” and has never

required them “to scour the countryside in search of evidence to

bolster” a claim.            Id. at 22.       On the other hand, this circuit

has also stated that “once a plan administrator is on notice

that    readily-available         evidence         exists   that       might   confirm

claimant's theory of disability, it cannot shut its eyes to such

evidence where there is little in the record to suggest the

claim [is] deficient.”           Id. at 24.

       Here, the district court stated that in its view, Wilkinson

satisfied his burden of showing that he was covered under the

Policy.       Wilkinson, 127 F. Supp. 3d at 562.                   Then pursuant to

relevant Booth factors, the district court concluded that Sun

Life abused its discretion because its decision-making was not

reasoned and principled and was not supported by substantial

evidence.       Id. at 562–68.          We challenge Sun Life’s contention

that    the     district      court’s    decision       should   be     construed   as

demanding an investigation that “leave[s] no stone unturned.”

Compare id. at 567, with Appellant’s Br. at 31.                         The point is

not    that    Sun    Life    failed    to    be   an   archeologist      digging    up

evidence underneath a rock; quite the contrary here, Sun Life

                                             18
shut its eyes to evidence in plain sight.                    For the reasons that

follow, we agree that Wilkinson satisfied his burden to show he

qualified for coverage, and that Sun Life abused its discretion

by denying benefits.



                                        C.

       We next turn to the terms of the Policy, the evidence that

Wilkinson provided to establish his entitlement to coverage, and

the evidence that Sun Life relied upon to deny coverage.

       The terms of the Policy limit coverage to “ACTIVE FULL-TIME

EMPLOYEES    WHO    SATISFY    THE    COVERAGE        ELIBILITY    REQUIREMENTS.”

J.A. 1354.      The Policy further provides: “You are an Active

Full-time Employee actively at work on any day if on that day

you are: . . . [p]erforming all of the duties of your job on a

Full-time Basis and working on a regular work schedule of at

least 30 hours per week . . . .”             J.A. 1356.

       Sun Life frames Wilkinson’s evidence as relevant to the

time period when he received compensation, not when he actually

worked.      Nevertheless,      Wilkinson       met    his    burden   to     provide

sufficient evidence of his eligibility for coverage when the

Policy took effect on May 1, 2004 (i.e., by providing evidence

that he worked at least 30 hours per week).                       First, the FMLA

Form    indicates    that     D&T    expected     Wilkinson       to   take    leave

beginning “on or about May 10, 2004.”                  J.A. 201-03.     Second, a

                                        19
Sun Life letter acknowledges: “[D&T] indicated May 7, 2004 as

the    last       day    that    Mr.   Wilkinson     worked     and     that   his   work

schedule at the time of the disability was 5 days per week, 8

hours per day.”           J.A. 261, 1487.        Third, notes dated August 2004

from       Wilkinson’s      physician     lists    May     7,   2004     as    the   “Date

patient-ceased work because of disability.”                       J.A. 1544.     Fourth,

an    April       2004   email    from   Wilkinson    to    his    business     partners

“expressed [his] desire to work 30–40 hours a week,”                           J.A. 352,

which at least implies his business partners wanted him to work

more       than    30    hours.        Fifth,    Wilkinson      filed    an    unrelated

insurance application with Security Mutual listing May 7, 2004

as the “Date [he] stopped work.”                 J.A. 366. 3

       In contrast, Sun Life relies almost entirely upon two court

filings in an unrelated New Jersey Lawsuit to establish that

Wilkinson ceased working prior to May 1, 2004.                         First, Sun Life

relies upon Wilkinson’s declaration, which states:

       At that April 21st meeting, Timothy Dolan asked that I
       take the leave now and they would continue to pay my
       salary until a written agreement was reached laying
       out the terms of my leave. I agreed to take the leave
       of absence with Tim Traynor’s agreement that, in a few
       weeks, they would have a written agreement prepared

       3
       We are mindful that five years prior to today, in 2011, a
typical vice president would likely have more electronic records
evidencing his or her work.    However in 2004, five years prior
to   Sun   Life   challenging   Wilkinson’s   full-time  status,
expectations on what records might be available are different.
Further, D&T explained to Sun Life that it did not keep
attendance records for executives such as Wilkinson. J.A. 47.


                                            20
     for me and that my health insurance would continue.
     . . . Based on their promise to work out an agreement
     within a few weeks, I began a medical leave for an
     undetermined period of time, beginning May 7, 2004.

J.A. 115, 999 (emphasis added).                Second, Sun Life relies upon a

declaration   from     Wilkinson’s       former     business     partner,     which

states:

     Wilkinson spent very little time working from August
     18, 2003 through May 7, 2004 because of emotional and
     physical problems. Despite a drastic reduction in his
     attendance   and  production,   D&T  voluntarily paid
     Wilkinson $451,300 from August 22, 2003 until he
     ceased working completely on May 7, 2004.

J.A. 917. 4

     In   both   instances,        Sun    Life     hones   in    on    the    first

underlined    phrase      (which     favors       its   interest      in     denying

benefits) and completely ignores the second phrase (which favors

Wilkinson).      Simply    because       the    first   phrase   in   Wilkinson’s


     4 In its Reply Brief and during oral argument, Sun Life
posited a new argument for denying benefits that was not raised
in its denial letters, in the district court, or in its Opening
Brief.    Sun Life now argues that because a cardiologist
diagnosed Wilkinson with serious health problems, he was
incapable of “occasionally lift[ing] up to 100 pounds” as part
of   his   job   duties   overseeing    distribution   operations.
Appellant’s Reply at 12 (quoting J.A. 499).      This argument is
unpersuasive for two reasons.        First, ERISA requires plan
administrators to “provide adequate notice . . . setting forth
the specific reasons” for denial, and Sun Life did not deny
coverage on this basis.   See 29 U.S.C. § 1133(1).    Second, Sun
Life waived this argument on appeal.      See Helton, 709 F.3d at
360 (“[B]ecause [defendant] failed to raise this argument before
the district court, it is waived on appeal.”).




                                         21
declaration indicates someone “asked” Wilkinson to take leave

“now” does not mean that he did in fact take leave that same

day. It is not even clear if “now” means today, tomorrow, or

next   week,   especially         when    the    second     phrase   indicates    that

Wilkinson “began medical leave . . . beginning May 7, 2004.”                        In

addition, the first phrase in the other declaration referencing

a “drastic reduction” in work schedule is ambiguous because a

reduction for someone working 60 hours per week, as Wilkinson

did at one point, could be reduced to 40 hours, 30 hours, or 5

hours.      Sun     Life   also    conveniently       ignores    that     the   second

phrase clearly states Wilkinson “ceased working completely on

May 7, 2004.”

       In sum, several Booth factors show that Sun Life abused its

discretion, including: (1) the “language of the plan”; (2) the

“adequacy      of    the    materials           considered”;     (3)    Sun     Life’s

“decision-making       process”;         and    (4)   the    indicators    that    Sun

Life’s conflict of interest played a role in its review process.

See Booth, 201 F.3d at 342–43.                    Because Sun Life’s coverage

determination was not reasoned and principled and not supported

by substantial evidence, the Court holds that Sun Life abused

its discretion.




                                           22
                                IV.

    For the foregoing reasons, we affirm the district court’s

decision to grant Wilkinson’s Motion for Summary Judgment, to

deny Sun Life’s Motion for Summary Judgment, and to dismiss as

moot Sun Life’s Counterclaim.

                                                      AFFIRMED




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