                FOR PUBLICATION

  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT


MATTHEW PRICHARD,                         No. 12-17355
             Plaintiff-Appellant,
                                            D.C. No.
                 v.                      4:10-cv-03313-
                                              SBA
METROPOLITAN LIFE INSURANCE
COMPANY; IBM LONG TERM
DISABILITY PLAN,                            OPINION
             Defendants-Appellees.


     Appeal from the United States District Court
        for the Northern District of California
    Saundra B. Armstrong, District Judge, Presiding

                Argued and Submitted
     January 15, 2015—San Francisco, California

                  Filed April 21, 2015

    Before: J. Clifford Wallace, Milan D. Smith, Jr.,
      and Michelle T. Friedland, Circuit Judges.

               Opinion by Judge Wallace
2         PRICHARD V. METROPOLITAN LIFE INS. CO.

                           SUMMARY*


                               ERISA

    The panel vacated the district court’s judgment in an
action challenging an ERISA plan administrator’s decision to
deny the plaintiff long-term disability benefits.

    The panel held that the district court erred in reviewing
the benefits denial for an abuse of discretion, rather than de
novo, when a Summary Plan Description conferred
discretionary authority upon the plan administrator but a
governing plan document in the form of an insurance
certificate did not. The panel remanded for the district court
to review the denial of benefits de novo.


                            COUNSEL

Scott Kalkin (argued), Roboostoff & Kalkin, San Francisco,
California, for Plaintiff-Appellant.

Rebecca Ann Hull (argued), Sedgwick LLP, San Francisco,
California, for Defendants-Appellees.




  *
    This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
        PRICHARD V. METROPOLITAN LIFE INS. CO.               3

                         OPINION

WALLACE, Senior Circuit Judge:

    Matthew Prichard appeals from the district court’s
judgment affirming Metropolitan Life Insurance Company’s
(MetLife) decision to deny him long-term disability benefits
under the long term disability plan of his employer, IBM. We
have jurisdiction over this appeal pursuant to 28 U.S.C.
§ 1291. Prichard argues that the district court erred in
reviewing MetLife’s decision for an abuse of discretion,
rather than de novo. He argues in the alternative that even if
the district court was correct in using the abuse of discretion
standard, MetLife abused its discretion here. We hold that the
district court should have reviewed MetLife’s decision de
novo, not for an abuse of discretion. We therefore vacate and
remand for the district court to review MetLife’s denial of
benefits de novo.

                              I.

    Prichard was covered by IBM’s Long Term Disability
Plan (Plan), which was insured and administered by MetLife.
In January 2007, Prichard applied to MetLife for long term
disability benefits under the Plan. MetLife approved
Prichard’s claim based on psychiatric disability and applied
a retroactive start date of July 20, 2006. However, MetLife
determined that Prichard’s benefits period would be limited
to twenty-four months, a limitation the Plan applied to mental
or nervous disorders, among other disabilities.

   On May 19, 2008, MetLife informed Prichard that his
benefits would soon expire. MetLife invited him to submit
medical information demonstrating that he suffered from
4       PRICHARD V. METROPOLITAN LIFE INS. CO.

“non-limited medical conditions” which would qualify him
to continue receiving benefits beyond the June 19, 2008,
limitation date. MetLife subsequently obtained and reviewed
Prichard’s updated medical records. However, MetLife
ultimately decided to terminate Prichard’s benefits on July
12, 2008, because insufficient medical evidence supported the
existence of a continuing “disability,” as defined by the Plan.
After a series of unsuccessful appeals to MetLife for a
continuation of benefits under the Plan, Prichard brought this
action in district court under 29 U.S.C. § 1132(a)(1)(B).

      The parties submitted cross motions for judgment under
Fed. R. Civ. P. 52(a), disputing the standard of review
applicable to MetLife’s decision to terminate benefits.
MetLife argued that the district court should review
MetLife’s decision for an abuse of discretion, while Prichard
argued that the district court should review it de novo. In
support of its argument for an abuse of discretion standard,
MetLife pointed to language in its Summary Plan Description
(SPD) that stated, “Plan fiduciaries shall have discretionary
authority to interpret the terms of the [Long-Term Disability]
Plan and to determine eligibility for and entitlement to [Long-
Term Disability] Plan benefits.” Prichard countered by citing
the Supreme Court’s decision in CIGNA Corp. v. Amara,
131 S. Ct. 1866, 1877 (2011), which held that “the terms of
statutorily required plan summaries . . . may [not] be enforced
. . . as the terms of the plan itself.” Prichard argued that the
district court was required to review MetLife’s decision de
novo because Amara precluded MetLife from asserting the
SPD’s terms as those of the Plan, and no other Plan document
in the administrative record conferred discretionary authority
upon MetLife.
        PRICHARD V. METROPOLITAN LIFE INS. CO.                5

    In ruling on the parties’ cross-motions, the district court
observed that the choice of which standard of review to apply
“[d]epend[s] on the language of the ERISA plan at issue,”
because a court must review a denial of benefits de novo
“unless the benefit plan gives the administrator or fiduciary
discretionary authority to determine eligibility for benefits or
to construe the terms of the plan.” Firestone Tire & Rubber
Co. v. Bruch, 489 U.S. 101, 115 (1989). The district court
concluded that it should review MetLife’s denial of benefits
for an abuse of discretion because it found that the SPD was
the governing plan document and unambiguously granted
MetLife discretionary authority to determine benefit
eligibility. The district court then reviewed and affirmed
MetLife’s decision, concluding that MetLife did not abuse its
discretion in denying Prichard additional benefits.

                              II.

    “We review de novo a district court’s choice and
application of the standard of review to decisions by
fiduciaries in ERISA cases.” Abatie v. Alta Health & Life Ins.
Co., 458 F.3d 955, 962 (9th Cir. 2006). However, we review
for clear error any findings of fact underlying the court’s
choice of the applicable standard of review. Id. A district
court must review a plan administrator’s denial of benefits de
novo “unless the benefit plan gives the administrator or
fiduciary discretionary authority to determine eligibility for
benefits.” Firestone, 489 U.S. at 115. MetLife bears the
burden of proving the Plan’s grant of such discretionary
authority. Thomas v. Or. Fruit Prods. Co., 228 F.3d 991, 994
(9th Cir. 2000).
6        PRICHARD V. METROPOLITAN LIFE INS. CO.

                               III.

    Here, it is undisputed that the only document in the record
that confers discretionary authority upon MetLife is the SPD.
Prichard argues that after Amara, a grant of discretion located
only within an SPD (as opposed to a formal plan document)
is insufficient to warrant discretionary review. However,
MetLife argues that Prichard misapprehends the scope of the
Plan. According to MetLife, the SPD is the Plan (i.e., it is the
only formal Plan document), and therefore the SPD’s terms
warrant discretionary review.

    ERISA defines the word “plan” as “an employee welfare
benefit plan or an employee pension benefit plan or a plan
which is both,” 29 U.S.C. § 1002(3), and it requires that a
“plan” “be established and maintained pursuant to a written
instrument,” id. § 1102(a)(1). An SPD, in contrast, is a
disclosure meant “to reasonably apprise [plan] participants
and beneficiaries of their rights and obligations under the
plan.” Id. § 1022(a).

    Although it would seem “peculiar for a document meant
to ‘apprise’ participants of their rights ‘under the plan’ to be
itself part of the ‘plan,’” Amara, 131 S. Ct. at 1882 (Scalia, J.,
concurring), apparently, particularly in the context of health
plans, the SPD is sometimes argued to be the plan; that is, to
serve simultaneously as the governing plan document.

        For certain types of plans, notably health
        plans, plan sponsors frequently take a
        “consolidated” approach to plan document
        drafting where the plan document and the
        SPD take the form of a single document. This
        approach . . . stands in contrast to typical
        PRICHARD V. METROPOLITAN LIFE INS. CO.               7

       practice for lengthier retirement plans that
       customarily have a separate SPD document
       that is distributed . . . apart from the full plan
       document . . . .

3 ERISA PRACTICE AND LITIGATION § 12:38. However, we
need not decide here whether we should treat differently
those cases in which the ERISA plan is alleged to have
embraced this so-called “consolidated” approach. The present
case, like Amara, is an “unconsolidated” case in which the
ERISA plan has both a governing plan document and an SPD.

    Amara concerned an employer’s conversion of its
traditional pension plan into a cash balance plan. 131 S. Ct.
at 1870. The district found that the employer’s initial
descriptions of its post-conversion plan had been significantly
incomplete and misleading to employees. Id. at 1872. The
district court therefore ordered the terms of the plan reformed
to give the employees their pre-conversion plan benefits plus
their post-conversion plan benefits. Id. at 1875. The Second
Circuit affirmed. Amara v. CIGNA Corp., 348 F. App’x.
627 (2d Cir. 2009).

    The Supreme Court vacated the district court’s
reformation because it concluded the reformation amounted
to an alteration of the plan’s governing documents. 131 S. Ct.
at 1876–77. The Court held that although ERISA section
502(a)(1)(B) allows a civil action to be brought by a plan
beneficiary “to recover benefits due to him under the terms of
his plan,” this statutory text gives a court power only to
enforce the terms of the plan, not to change them. Id. The
Solicitor General had argued that the district court was simply
enforcing the plan’s terms as written, because the court’s
reformation tracked the SPD’s terms, and “the terms of the
8       PRICHARD V. METROPOLITAN LIFE INS. CO.

summaries [were] terms of the plan.” Id. at 1877. The Court
rejected this argument, however. Id. It held that “the summary
documents, important as they are, provide communication
with beneficiaries about the plan, but that their statements do
not themselves constitute the terms of the plan.” Id. at 1878.

    For our purposes, it bears observing that Amara’s holding
assumes the existence of both an SPD and a written plan
instrument. That is, Amara addressed only the circumstance
where both a governing plan document and an SPD existed,
and the plan administrator sought to enforce the SPD’s terms
over those of the plan document. It did not address the
situation MetLife alleges exists here—that a plan
administrator seeks to enforce the SPD as the one and only
formal plan document.

    We are aware that, since Amara, several federal courts
have stated that an SPD may constitute a formal plan
document, consistent with Amara, so long as the SPD neither
adds to nor contradicts the terms of existing Plan documents.
See, e.g., Eugene S. v. Horizon Blue Cross Blue Shield of
N.J., 663 F.3d 1124, 1131 (10th Cir. 2011) (“We interpret
Amara as presenting either of two fairly simple propositions,
given the factual context of that case: (1) the terms of the
SPD are not enforceable when they conflict with governing
plan documents, or (2) the SPD cannot create terms that are
not also authorized by, or reflected in, governing plan
documents. We need not determine which is the case here,
though, because the SPD does not conflict with the Plan or
present terms unsupported by the Plan; rather it is the Plan.”).
MetLife would have us follow the reasoning of such courts
and hold that Prichard is bound by the terms of the SPD
because the SPD and the Plan allegedly “are one and the
same.”
         PRICHARD V. METROPOLITAN LIFE INS. CO.                 9

    However, we need not accept MetLife’s suggestion
because here the SPD and the Plan are not “one and the
same.” MetLife’s theory is that the SPD is the only formal
plan document in the record. MetLife supports its theory
almost exclusively with the declaration of Mr. Zychowicz,
IBM’s manager of Health Benefits Delivery and Operations,
which states that “no . . . separate formal plan document
exists for the Plan . . . beyond the [SPD] booklet.” This
statement of IBM’s belief is insufficient in the face of
contrary indications in what appears to be the only plan
document in the record before us.

    The only document in the record that contains a clear
indication that it is a Plan document is an insurance
certificate. It expressly states that the Plan consists only of
(1) “the Group Policy and its Exhibits, which include the
certificate(s)” (emphasis added); (2) “[IBM]’s application”;
and (3) “any amendments and/or endorsements to the Group
Policy.” The insurance certificate declares that those
documents constitute the “entire contract” between IBM and
MetLife, under which Prichard is provided insurance.
Conspicuously absent from this exclusive list is the SPD. We
have previously held that a Plan document’s integration
clause, which was “[p]lainly . . . intended to keep insureds . . .
from binding [the administrator] to promises made in
extraneous documents like the Benefit Summary,” also
precluded the administrator from binding insureds to the
Summary’s discretion-granting clause because “what is sauce
for the gander must be sauce for the goose.” Grosz-Salomon
v. Paul Revere Life Ins. Co., 237 F.3d 1154, 1161 (9th Cir.
2001) (internal quotation marks omitted). There is no reason
to depart from that principle here. We therefore limit our
analysis to the documents listed in the insurance certificate’s
integration clause.
10       PRICHARD V. METROPOLITAN LIFE INS. CO.

    The insurance certificate omits any grant of discretion to
MetLife. Of course, the Plan in this case appears to consist of
more than just the insurance certificate. It is possible that
other official Plan documents outside the record contain
discretionary language. But, if so, it was MetLife’s burden to
place that evidence before the court. Thomas, 228 F.3d at
994. MetLife failed to do so, and we are confined to the
record before us.

    MetLife would have us dismiss the insurance certificate
as containing nothing more than the “terms of the insurance
contract between MetLife and IBM,” under which IBM made
an election to have MetLife fund the Plan’s benefits.
According to MetLife, therefore, the insurance certificate
cannot constitute part of—or “supersede”—the terms of the
SPD.

    However, the terms of the insurance certificate say
otherwise. The insurance certificate is issued to and written
for IBM’s employees and contains the Plan’s official terms
regarding disability benefits. The certificate’s opening page
reads: “MetLife . . . certifies that You are insured for the
benefits described in this certificate, subject to the provisions
of this certificate. This certificate is issued to You under the
Group Policy and it includes the terms and provisions of the
Group Policy that describe Your [disability] insurance”
(emphasis added). The insurance certificate defines “You and
Your” as “an employee who is insured under the Group
Policy for the insurance described in this certificate.” Thus,
contrary to MetLife’s assertions, the certificate contains the
Plan’s relevant “terms and provisions” and is clearly issued
to and written for IBM’s employees who are beneficiaries
under IBM’s long-term disability plan.
        PRICHARD V. METROPOLITAN LIFE INS. CO.             11

    The SPD, in contrast, is not part of the Plan’s “written
instrument.” Compare 29 U.S.C. § 1102(a)(1) with
§ 1022(a). Indeed, the SPD itself declares that “official plan
documents . . . remain the final authority” and “shall govern”
in the event the SPD’s terms conflict with those of official
Plan documents. Accordingly, the district court clearly erred
in finding that “the SPD, and not the insurance certificate,
constitutes the Plan document.”

    Although the SPD in this case does indicate that MetLife
has discretionary authority, the Supreme Court has made
clear that statements made in SPDs “do not themselves
constitute the terms of the plan.” Amara, 131 S. Ct. at 1878.
Because the official insurance certificate contains no
discretion-granting terms, we will not, consistent with Amara,
hold that the SPD’s grant of discretion constitutes an
additional term of the Plan. Consequently, the district court
erred in applying the abuse of discretion standard of review.
We therefore vacate and remand for the district court to
review MetLife’s denial of benefits de novo.

   VACATED AND REMANDED.
