             United States Court of Appeals
                       For the Eighth Circuit
                   ___________________________

                           No. 18-1760
                   ___________________________

                       Silvia Sepulveda-Rodriguez

                   lllllllllllllllllllllPlaintiff - Appellee

                                      v.

              MetLife Group, Inc., a New York Corporation

                        lllllllllllllllllllllDefendant

     Metropolitan Life Insurance Company, a New York Corporation

                  lllllllllllllllllllllDefendant - Appellant

             Ford Motor Company, a Delaware Corporation

                      lllllllllllllllllllllDefendant
                   ___________________________

                           No. 18-1761
                   ___________________________

                       Silvia Sepulveda-Rodriguez

                   lllllllllllllllllllllPlaintiff - Appellee

                                      v.

MetLife Group, Inc., a New York Corporation; Metropolitan Life Insurance
                   Company, a New York Corporation

                        lllllllllllllllllllllDefendants
                   Ford Motor Company, a Delaware Corporation

                        lllllllllllllllllllllDefendant - Appellant
                                        ____________

                     Appeals from United States District Court
                       for the District of Nebraska - Omaha
                                  ____________

                              Submitted: May 14, 2019
                               Filed: August 23, 2019
                                   ____________

Before COLLOTON, BEAM, and SHEPHERD, Circuit Judges.
                          ____________

BEAM, Circuit Judge.

       Metropolitan Life Insurance Company (MetLife) and Ford Motor Company
appeal the district court's award of benefits, costs and attorney fees in this case
brought pursuant to the Employee Retirement Income Security Act, 29 U.S.C. §§
1001, et seq. (ERISA). Silvia Sepulveda-Rodriguez's husband, Jose, the insured and
an employee of Ford, died, and while MetLife1 paid Silvia the basic life insurance
benefit, it denied payment of an optional life insurance benefit (OLI). We affirm in
part, reverse in part, and remand for proceedings consistent with this opinion.

I.    BACKGROUND

      Jose was employed by Ford as a customer service representative from October
2013 to the time of his death in 2015. At the time his employment commenced, he


      1
       Ford, as Jose's employer, is the plan administrator, while MetLife is the insurer
and claims administrator.

                                           -2-
opted into Ford's basic life insurance plan (which amounted to one and a half times
a year's salary, in this case approximately $55,000). This basic life component was
provided as a benefit at no cost to the employee, regardless of medical history. Ford
also offered employees the option to apply for OLI, which increased their life
insurance coverage, at their own cost, once the employee submitted proof that he was
in good health and insurable. The Summary Plan Description (SPD) described the
enrollment requirements for OLI as follows: "If you elect coverage or increase your
coverage when first eligible, during annual enrollment or due to a Qualified Event,
you must provide proof of your good health before the election or increase will be
effective." Thus, the SPD clearly states that proof of good health is required before
the OLI election is effective. Jose signed up for this OLI benefit which added an
additional approximately $92,000 to the basic salary benefit. At the time of
enrollment in 2013, Jose completed an online questionnaire2 in which he answered
"no" to all of the preliminary medical questions asked of him, including the question
of whether he had been "diagnosed" or "treated" for high blood pressure. Because
Jose passed this OLI initial threshold without any medical flags, Ford did not further
underwrite the policy and ostensibly enrolled him in the program. Silvia and Jose
believed that he was successfully enrolled in the OLI program, as Ford withheld OLI
premiums from Jose's check and sent them to MetLife.




      2
       The record indicates, and the district court lays out in detail, the fact that
several representatives from MetLife originally could not find documentation
regarding whether Jose was asked or had answered these initial online questions.
Indeed, the district court actually made its own factual finding that the "cryptic"
documents eventually unearthed by MetLife purportedly showing that Jose answered
"no" to all of the medical questions asked did not establish the proposition that Jose
answered "no" to each of the questions. However, the record also indicates that a
representative from Xerox HR Solutions (Ford's designated human resources vendor)
ultimately sent MetLife forms that the Xerox representative indicated were Jose's
"no" answers to all of the online questions asked of him at the time of enrollment.

                                         -3-
       In contrast to his "no" answer to the online question regarding high blood
pressure diagnosis and treatment, after Jose's death, medical records obtained by
MetLife indicate that from 2004 to 2009, Jose was diagnosed, treated and given
medical advice for high blood pressure, also known as hypertension. In 2004, Jose
was treated in the emergency room for chest pain and arm numbness; was given an
echocardiogram and stress test; and was prescribed high blood pressure medicine.
A year or so later, Jose returned to the doctor, reported that he had stopped taking the
blood pressure medication, and complained that his heart was "racing." Several times
when Jose saw his physician in 2005, 2006, and 2007, his medical records indicate
the diagnosis of hypertension or a refill of the blood pressure medication. In 2008,
Jose's physician switched Jose to a different kind of blood pressure medication
because Jose was having difficulty complying with his previous blood pressure
medication regimen. The last medical notation in the administrative record showing
a diagnosis of hypertension or high blood pressure is from December 31, 2009, when
Jose was treated for acute bronchitis, but the examiner noted his blood pressure was
high that day, that he had "HTN," presumably shorthand for hypertension, was "out
of meds," and best we can tell from the dubious handwriting of the physician, that
Jose requested a refill of the hypertension medication.

       Jose passed away on June 4, 2015, of "hypertensive and atherosclerotic heart
disease." Silvia filed a claim for life insurance benefits in September 2015. While
the claim for basic life benefits was paid (in the amount of $55,616), MetLife began
looking into Jose's original application for OLI benefits, and asked for prior medical
records. As noted, Jose's records indicated that he was previously treated for
hypertension and cardiac issues. With regard to the online questionnaire, while it
took some time to discover whether Jose took the online initial assessment tool, and
if he did, what his answers to the online questionnaire revealed, MetLife ultimately
was told by Ford's HR representatives that Jose had filled out the questionnaire and
answered "no" to each health inquiry, including whether he had been treated for high
blood pressure.

                                          -4-
       On February 9, 2016, Silvia alleges she was informed by a MetLife
representative that the OLI claim was going to be paid, but that payment was pending
"some sort of approval from Ford Credit." Less than a week later, on February 15,
2016, Silvia was informed via a letter that the claim would be denied. MetLife
asserted that the reason for the denial was that Jose "should have answered yes to one
or more of the medical questions." If he had, further inquiry would have taken place.
Accordingly, the letter stated that OLI coverage did not go into effect under the terms
of the plan. Silvia appealed in April 2016, and asked MetLife for documents,
including the SPD. In May 2016, the appeal was denied, and while MetLife provided
Silvia the claim file, the SPD was not provided to Silvia. Silvia retained counsel, and
in June 2016 her counsel further requested documents, including the SPD. In August,
Silvia's counsel repeated the request for the SPD from MetLife. In response, MetLife
revealed for the first time that Silvia would need to obtain the SPD from Ford.
Silvia's counsel then requested the SPD from Ford on September 1, 2016, and Ford
received the request on September 7. Ford eventually mailed Silvia a copy of the
SPD in late October 2016. Ford asserts that the SPD was always available online, but
Silvia asserts she had no knowledge of this, nor knowledge of how to access Jose's
online account.

       Silvia filed the present ERISA action November 15, 2016. The administrative
record was filed with the district court, and both parties moved for summary
judgment. The district court granted judgment in favor of Silvia, finding that she was
entitled to statutory penalties in the amount of $2,090 for Ford's delay in providing
the SPD. Further it found the denial of OLI coverage was an abuse of MetLife's
discretion because it found the policy contained vague and inconsistent language. As
previously stated, the district court made specific findings about the adequacy of the
proof regarding the online assessment form that Jose purportedly filled out at the time
of enrollment, noting that the documents were inadequate to show that Jose
misrepresented his prior medical history. Thus, the court awarded benefits in the
amount of $92,694. Alternatively, the court found that benefits would have been

                                         -5-
appropriately awarded under an equitable estoppel theory. Finally, the district court
awarded Silvia attorney fees in the amount of $27,045 and costs in the amount of
$420. Ford and MetLife appeal all aspects of the district court's order.

II.   DISCUSSION

       Because of the plan language giving Ford and MetLife the discretionary
authority to construe the terms of the plan, the district court was required to apply an
abuse of discretion standard of review to the decisions made by Ford and MetLife in
this case. Donaldson v. Nat'l Union Fire Ins. Co. of Pittsburgh, 863 F.3d 1036, 1039
(8th Cir. 2017) (standard of review). When reviewed for an abuse of discretion, an
administrator's decision is upheld if it is reasonable, i.e., supported by substantial
evidence. Silva v. Metro. Life Ins. Co., 762 F.3d 711, 717 (8th Cir. 2014). To
determine whether a plan administrator's interpretation of policy terms is reasonable,
we examine whether the interpretation: (1) is consistent with the goals of the plan; (2)
renders any language of the plan meaningless or internally inconsistent; (3) conflicts
with the substantive or procedural requirements of ERISA; (4) is consistent with past
decisions; and (5) is contrary to the clear language of the plan. Donaldson, 863 F.3d
at 1039. Substantial evidence is more than a scintilla, but less than a preponderance,
of evidence. Johnson v. United of Omaha Life Ins. Co., 775 F.3d 983, 989 (8th Cir.
2014). This is a restrictive standard of review of the administrative decision, and
does not permit a court to "weigh the evidence anew" and render its own decision.
Waldoch v. Medtronic, Inc., 757 F.3d 822, 834 (8th Cir. 2014) (quotation omitted).
"If substantial evidence supports the decision, it should not be disturbed even if a
different, reasonable interpretation could have been made." Johnson, 775 F.3d at 989
(quoting McGee v. Reliance Standard Life Ins. Co., 360 F.3d 921, 924 (8th Cir.
2004)). Because MetLife is both the insurer and the claims administrator, we take
into account the possible conflict of interest created by those dual roles and give the
possibility some weight when determining whether MetLife has abused its discretion.
Manning v. Am. Republic Ins. Co., 604 F.3d 1030, 1038-39 (8th Cir. 2010). We

                                          -6-
review the district court's grant of summary judgment in this ERISA case de novo.
Id. at 1038.

      A.     Merits of the Denial of Benefits

       MetLife asserts that the district court merely gave lip service to the above
standard of review, and in reality, weighed the evidence and came to its own
conclusions, rather than affording it, as the claims administrator, proper deference.
MetLife admits that while it did take some digging to clarify whether Jose had filled
out an online health questionnaire when he first enrolled in OLI, at the end of the day,
Ford's HR representative was able to produce evidence that Jose did fill out such a
form, and that he provided a false answer about his high blood pressure history.
MetLife contends that it was entitled to rely upon Ford's HR representative that the
documents existed as represented. Accordingly, MetLife argues there is substantial
evidence to support its decision to deny OLI benefits to Silvia.

       Silvia argues the district court correctly determined there was a lack of
substantial evidence to support the denial of OLI benefits due to inconsistencies in
the administrative record about when, if, and how Jose filled out the online form
when he first signed up. Additionally, she believes that a medical examination that
Jose submitted to after he was employed by Ford led the couple to believe Jose's OLI
coverage was in effect. Finally, she asserts that the district court correctly determined
that the language of the policy was ambiguous regarding when health information and
proof of insurability needed to be provided for OLI benefits, and that by accepting
Jose's premiums for the entirety of his work life at Ford (and not offering to return
those premiums after denying the claim), the court was correct in finding that MetLife
should be equitably estopped from failing to pay the OLI coverage.

       Under the deferential standard of review, we find that the district court erred
in finding there was not substantial evidence to support MetLife's denial of OLI

                                          -7-
benefits. There is substantial evidence in the record to support MetLife's assertion
that Jose answered an online questionnaire averring that he had not been treated for
high blood pressure, when in fact he had. If Jose had answered "yes" to the high
blood pressure question, there is substantial evidence in the record to support the
assertion that his access to OLI benefits would not have been automatically granted.
Instead, the claim would have been underwritten and Jose may, or may not have, been
cleared for acceptance into the OLI benefit program. The information in the OLI
policy and the SPD support this conclusion. The SPD states that Jose would be
"answering five questions about [his] health status." Then, "[d]epending on your
answers to these questions, you may also need to complete a more detailed
questionnaire (i.e., a Statement of Health form)." Because Jose answered "no" to all
of the initial questions, the second portion of the health inquiry was not activated.

       The district court went beyond its mandate of deciding whether substantial
evidence supported MetLife's decision. Indeed, had the district court been the trier
of fact in the first instance, it is apparent the court would have rejected the documents
sent by the Xerox HR representatives as unreliable. But MetLife credited those
documents, and likely did so because the multiple communications sent back and
forth between these various representatives indicate that new enrollees in Ford's OLI
plan are routinely and in the normal course required to answer such questions in order
to qualify for OLI. MetLife's representative Edward Sullivan repeatedly asked the
Xerox employees to continue to search for the information because it would have
been highly unusual for Jose to be enrolled in OLI without completing the online
form. When the online forms with Jose's answers were ultimately found, MetLife was
entitled to rely upon the Xerox HR representative's assertions that this was, indeed,
the online form that was routinely filled out by employees wishing to obtain OLI
benefits. MetLife was further entitled to rely upon the assertions and indications that
Jose answered "no" to each screening question asked of him.




                                          -8-
        We disagree with the premise that Silvia is entitled to Jose's OLI benefits
because even if Jose had answered "yes" to the high blood pressure screening
question, he may (or may not) have ultimately been allowed to obtain OLI coverage
after the underwriting had occurred. Silvia points to a statement from MetLife senior
reviewer Kay Fleming that the underwriters "would not request additional
documentation unless [Jose] had hypertension and hyperlipedia and was being treated
by a cardiologist and being medicated." Nonetheless, it was Ford's policy to have the
employees complete the initial online questionnaire. When all basic health screening
questions were answered in the negative, no further action was taken and the
employee was enrolled into the OLI program. If Jose had truthfully answered the
hypertension question, there is substantial evidence in the record to support MetLife's
assertion that further underwriting and medical examinations would have taken place.
Silvia points to a medical examination Jose underwent in March 2015 for a program
called "CareAllies." She claims that this examination shows that MetLife was aware
of Jose's overall health, and that he would have ultimately been admitted to the OLI
program had the underwriting taken place. However, at that point, Jose was already
enrolled in the OLI program based upon his false answer about past hypertension
treatment in the online screening questionnaire. We agree with MetLife's assertion
that Jose's health in the years after his enrollment for OLI coverage was irrelevant to
his failure to satisfy the plan's initial prerequisite to coverage being issued–truthful
"no" answers to the online screening questions. Once that horse was out of the barn
by virtue of Jose's "no" answers, the premiums were deducted and Jose was
automatically admitted into the OLI program.

       This case is distinguishable from our opinion in Silva, heavily relied upon by
the district court. In Silva, the deceased insured's beneficiary was also denied an OLI
benefit after her husband had ostensibly signed up for the extra coverage and was
charged premiums. We reversed the district court's decision granting summary
judgment to the insurance company in its denial of benefits. Silva, 762 F.3d at 719.
In Silva, however, the plan apparently did not have an SPD to explain basic concepts,

                                          -9-
did not mention a statement of health form, and most importantly, it was unclear
whether the insured at issue was asked about his health status or health history at the
time of enrollment. Id. at 715, 721. Because there were questions of fact regarding
whether the insurance company abused its discretion in denying benefits or should
be estopped from denying benefits, we reversed and remanded for further
proceedings. Id. at 719, 724. In the instant case there are no such questions of fact.
MetLife was informed by Ford's HR representative that Jose took an online
questionnaire and falsely answered "no" to a question about his past history and
treatment of high blood pressure. Due to the false answer, Jose was automatically
enrolled in OLI benefits, and premiums were deducted from his paycheck. No further
inquiry was made by either party until Jose's death from complications due to heart
problems, including hypertension. There is substantial evidence in the record to
support MetLife's reliance upon the plan administrator's representations that Jose
would not have been automatically enrolled in the OLI program if he had truthfully
answered the high blood pressure question in the screening questionnaire. Thus, we
reverse the district court's order awarding OLI benefits.

       Finally, to the extent Silvia argues, and the district court found, that the OLI
benefits could also have been awarded on an equitable estoppel theory, we disagree.
Silvia argues that MetLife and Ford breached their fiduciary duties and should be
equitably estopped from denying that Jose was enrolled in the program when
premiums for the program were deducted from his paycheck and Jose and Silvia were
led to believe that he was successfully enrolled in OLI. First, Silvia had an adequate
legal remedy (albeit an unsuccessful one), for her claim based upon the denial of, and
asking for the award of, OLI benefits, and therefore an equitable remedy requesting
the same relief is not available. See id. at 727 (finding that equitable claims that are
exactly duplicative of the asserted legal claims are improper when "one claim alone
will provide the plaintiff with 'adequate relief'"). We have found there was
substantial evidence to support the denial of benefits based upon Jose's erroneous
answer on the initial questionnaire and thus Silvia has no legal remedy. A duplicative

                                         -10-
equitable estoppel remedy to obtain OLI benefits is also not available. Id.
Accordingly, we reverse the district court's order to the extent it purports to grant OLI
benefits to Silvia based upon equitable estoppel.

       B.     Failure to Timely Provide the SPD

        Silvia's remaining claim for relief is for statutory benefits based upon the delay
from the time she requested the SPD from Ford until the time she received it. Under
29 U.S.C. § 1024(b)(4), a plan administrator must furnish to participants and
beneficiaries an SPD or other instruments under which the plan is established or
operated to participants and beneficiaries upon written request. "[T]he [SPD]'s
objective is to provide 'clear, simple communication' that states the terms and
conditions of the Plan." Silva, 762 F.3d at 721 (quoting CIGNA Corp. v. Amara, 563
U.S. 421, 437 (2011)). The statute requires that the SPD be written such that the
average plan participant can understand it, and it must set forth anything that may
result in disqualification, ineligibility, or denial or loss of benefits. Id.; see 29 U.S.C.
§ 1022(b). The SPD must be "furnished" to the plan participants such that they are
likely to actually get it. Silva, 762 F.3d at 721. The plan can be distributed
electronically, but the administrator must take measures to ensure that the electronic
system "[r]esults in actual receipt of transmitted information (e.g., using return-receipt
or notice of undelivered electronic mail features, conducting periodic reviews or
surveys to confirm receipt of the transmitted information)." 29 C.F.R. §
2520.104b–1(c)(1)(i)(A). Thirty days after receipt of the SPD request, plan
administrators are subject to penalties of up to $110 per day for noncompliance. 29
U.S.C. § 1132(c); 29 C.F.R. § 2575.502c–3. These penalties are designed to provide
plan administrators with an incentive to comply with ERISA's disclosure
requirements and to punish noncompliance. Starr v. Metro Sys., Inc., 461 F.3d 1036,
1040 (8th Cir. 2006). Section 1132(c)(1)(A) provides that an ERISA plan
administrator "may in the court's discretion be personally liable" for failure to comply
with the statute. We review the decision to grant or deny statutory damages for an

                                           -11-
abuse of discretion. Starr, 461 F.3d at 1040. Although a defendant's good faith and
the absence of harm are relevant, such factors do not preclude the imposition of the
§ 1132(c)(1)(A) penalty. Id.

       The district court awarded Silvia $2,090, because Silvia did not receive the
SPD until October 28, 2016, nineteen days after the penalties began to run. Ford
contends that she could have gotten it online if she had known her deceased husband's
password and further, that she suffered no prejudice, but we find no abuse of
discretion in the district court's award of statutory penalties on this claim. See Brown
v. Aventis Pharms., Inc., 341 F.3d 822, 825-26 (8th Cir. 2003) (affirming the award
of statutory penalties for failure to provide plan documents in a timely manner).

       C.    Attorney Fees, Costs, and Other Remedies

       Because we are reversing the district court's award on Silvia's claim for OLI
benefits, we reverse and remand to the district court for further consideration of the
fee award in light of the results Silvia obtained against Ford. See Martin v. Ark. Blue
Cross & Blue Shield, 299 F.3d 966, 972 (8th Cir. 2002) (en banc). Also, because
Silvia was denied benefits on the basis that Jose's OLI was never properly obtained,
the district court may consider whether it is appropriate to award the equitable remedy
of a return of the OLI premiums paid by Jose during his employment with Ford.3

III.   CONCLUSION

       We affirm in part, reverse in part, and remand for proceedings consistent with
this opinion.
                           ______________________________



       3
        Counsel indicated at oral argument that in similar cases, premiums generally
are returned once all of the appeals are exhausted.

                                         -12-
