                  United States Court of Appeals
                             For the Eighth Circuit
                         ___________________________

                                 No. 13-1332
                         ___________________________

                                   Jane Marie Hall,

                        lllllllllllllllllllll Plaintiff - Appellant,

                                            v.

           Metropolitan Life Insurance Company; Dennis Lynn Hall, II,

                      lllllllllllllllllllll Defendants - Appellees.
                                       ____________

                     Appeal from United States District Court
                    for the District of Minnesota - Minneapolis
                                   ____________

                            Submitted: October 24, 2013
                                Filed: May 8, 2014
                                 ____________

Before RILEY, Chief Judge, COLLOTON and KELLY, Circuit Judges.
                              ____________

COLLOTON, Circuit Judge.

       Jane Hall sued Metropolitan Life Insurance Company (“MetLife”), alleging
that MetLife abused its discretion in denying her claim to receive the proceeds of her
late husband’s life insurance policy under an employee-benefit plan governed by the
Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §§ 1001-
1461. The district court1 granted summary judgment for MetLife, and we affirm.

                                           I.

        Dennis Hall began work at Newmont USA Limited in August 1988. Through
his employment at Newmont, Dennis obtained a life insurance policy issued by
MetLife. In 1991, Dennis designated his son, Dennis Hall II, as the beneficiary of the
life insurance policy. Under the terms of the governing employee-benefit plan (“the
Plan”), MetLife is expressly granted “discretionary authority to interpret the terms of
the Plan and to determine eligibility for and entitlement to Plan benefits in accordance
with the terms of the Plan.” The Plan also informs Newmont employees how they
may change the beneficiary or beneficiaries of their policy:

      You may designate a Beneficiary in Your application or enrollment
      form. You may change Your Beneficiary at any time. To do so, You
      must send a Signed and dated, Written request to the Policyholder using
      a form satisfactory to [MetLife]. Your Written request to change the
      Beneficiary must be sent to the Policyholder within 30 days of the date
      You Sign such request.

      Jane Hall married Dennis in May 2001. Around March 2010, Jane and Dennis
began traveling regularly to the Mayo Clinic in Rochester, Minnesota, for medical
examinations and treatment relating to Dennis’s cancer diagnosis. In November
2010, Dennis filled out and signed, but never submitted, a beneficiary-designation
form naming Jane Hall as the sole beneficiary of his policy.




      1
       The Honorable Donovan W. Frank, United States District Judge for the
District of Minnesota.

                                          -2-
        On January 25, 2011, Jane and Dennis traveled to Rochester for a routine
appointment at the Mayo Clinic scheduled for the next day. In the early hours of
January 26, Dennis awoke, partially paralyzed. After he was rushed to the Mayo
Clinic, Dennis was informed that he had a very short time to live. On the next day,
at the clinic, Dennis executed a will. The will provided, in relevant part, that “the
following specific bequests be made from my estate. . . . Any and all life insurance
and benefits shall be distributed to Jane Marie Hall. If this beneficiary does not
survive me, this bequest shall be distributed with my residuary estate.” Dennis died
later that day.

       On February 2, 2011, after learning of Dennis’s death, a Newmont
representative sent MetLife a copy of the 1991 form naming Dennis Hall II as the
beneficiary of the life insurance policy. The representative informed MetLife that the
1991 form was the most recent document on file, but noted that Jane Hall “claim[s]
she has a will.” On February 10, 2011, Jane Hall sent MetLife a letter asserting that
Dennis had learned of his impending death without adequate time to obtain an
approved form from MetLife, but had intended his will to designate Jane as the
beneficiary of his life insurance policy. As a result, she contended, she was entitled
to the proceeds.

       MetLife denied Jane Hall’s claim, explaining that “[a] Will has no bearing on
a Group Life Insurance benefit,” and that the beneficiary of record was Dennis Hall
II based on the 1991 form. Jane Hall appealed MetLife’s decision, again arguing that
Dennis had done all that he could in the circumstances to ensure that she would
receive the life insurance proceeds. She later informed MetLife of the form Dennis
had signed in November 2010, but never submitted, naming her as the sole
beneficiary. After considering this information, MetLife upheld its denial of Jane
Hall’s claim. Two days later, MetLife distributed the life insurance proceeds to
Dennis Hall II.



                                         -3-
        Jane Hall sued MetLife and Dennis Hall II in Minnesota state court; MetLife
removed the case to federal court. Jane Hall sought a declaratory judgment that she,
not Dennis Hall II, was entitled to the life insurance proceeds as the beneficiary of the
policy. She requested a judgment against MetLife for the value of the policy. Jane
Hall argued that MetLife abused its discretion because Dennis had complied with the
Plan’s requirements and, alternatively, because Dennis had satisfied the requirements
of the federal common law doctrine of substantial compliance. MetLife responded
that it had reasonably exercised its discretion in concluding that neither the will nor
the November 2010 form had changed the policy beneficiary from Dennis Hall II to
Jane Hall.

       The parties filed cross-motions for summary judgment. The district court
granted summary judgment for MetLife and denied Jane Hall’s motion. The court
ruled that MetLife acted reasonably in refusing to give effect to the November 2010
form because it had not been filed within thirty days of signature, as required by the
Plan. The court also determined that MetLife reasonably concluded that Dennis’s
will did not effect a change in beneficiary: a will cannot directly dispose of a non-
probate asset (such as the benefits under the policy), and the will bequeathed life
insurance proceeds “from [Dennis’s] estate,” which was not the designated
beneficiary under the Plan. The district court also concluded that Jane Hall’s reliance
on the substantial-compliance doctrine was foreclosed by Kennedy v. Plan
Administrator for DuPont Savings & Investment Plan, 555 U.S. 285 (2009), and
Matschiner v. Hartford Life & Accident Insurance Co., 622 F.3d 885 (8th Cir. 2010).
Jane Hall appeals, and we review the district court’s grant of summary judgment de
novo. Hankins v. Standard Ins. Co., 677 F.3d 830, 834 (8th Cir. 2012).

                                           II.

       Where, as here, a plan governed by ERISA gives the administrator
discretionary power to interpret the terms of the plan or to make eligibility

                                          -4-
determinations, a federal court reviews the administrator’s decisions for abuse of
discretion. Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 111 (1989). Under
this standard, we ask whether the administrator’s interpretation of the plan was
“reasonable,” Jones v. ReliaStar Life Ins. Co., 615 F.3d 941, 945 (8th Cir. 2010), and
whether the administrator’s determination “was supported by substantial evidence,
meaning more than a scintilla but less than a preponderance.” Schatz v. Mut. of
Omaha Ins. Co., 220 F.3d 944, 949 (8th Cir. 2000). “We examine only the evidence
that was before the administrator when the decision was made.” Wakkinen v. UNUM
Life Ins. Co. of Am., 531 F.3d 575, 583 (8th Cir. 2008).

                                          A.

       Jane Hall argues that MetLife abused its discretion by refusing to recognize
either Dennis’s will or the November 2010 form as a sufficient written request under
the Plan to change the beneficiary from Dennis Hall II to Jane Hall. We address these
documents separately.

       First, Jane Hall asserts that Dennis’s will effected a change in beneficiary. The
will “direct[s] that the following specific bequests be made from my estate. . . . Any
and all life insurance and benefits shall be distributed to Jane Marie Hall. If this
beneficiary does not survive me, this bequest shall be distributed with my residuary
estate.” MetLife responds that the will was not a written request “satisfactory to
[MetLife]” for two reasons: (1) a will cannot dispose of non-probate assets, such as
the proceeds of an insurance policy, and (2) even if a will could do so, this will did
not purport to designate Jane Hall as the beneficiary of the policy proceeds; rather,
it identified the person to whom “life insurance and benefits” payable to Dennis’s
estate should be distributed. According to MetLife, a life insurance policy payable
to someone other than Dennis’s estate, such as this one, is unaffected by the terms of
the will.



                                          -5-
       We conclude that MetLife reasonably determined that the will was inadequate
to effect a change in beneficiary. Dennis’s will addressed bequests from his estate.
The estate was not a beneficiary of the policy, and Dennis’s will—unlike the will in
Liberty Life Assurance Co. of Boston v. Kennedy, 358 F.3d 1295, 1297 (11th Cir.
2004)—did not expressly address the distribution of assets that were not part of the
estate. Although Dennis’s will directed that “[a]ny and all life insurance and benefits
shall be distributed to Jane Marie Hall,” that command followed shortly after the
direction “that the following specific bequests be made from my estate.” It was thus
reasonable for MetLife to construe the will to address only life insurance proceeds
that were property of the estate. MetLife did not abuse its discretion simply because
the will might be amenable to an alternative interpretation. See Rutledge v. Liberty
Life Assurance Co. of Bos., 481 F.3d 655, 659 (8th Cir. 2007).

       Second, Jane Hall contends that the November 2010 form satisfies the Plan’s
requirements. The contents of the form were adequate to effect a change in
beneficiary, but the Plan expressly required Dennis to submit a written beneficiary-
change request within thirty days of signature for it to be effective, and he failed to
do so. Jane Hall argues that the Summary Plan Description (“SPD”) that MetLife
distributed to Dennis contained no such deadline, and that the SPD should prevail
over the Plan. Although this court has said that “an SPD provision prevails if it
conflicts with a provision of a plan,” that rule is inapplicable “when the plan
document is specific and the SPD is silent on a particular matter.” Jensen v. SIPCO,
Inc., 38 F.3d 945, 952 (8th Cir. 1994). In this case, the Plan is unambiguous: a
written request to change the beneficiary of the life insurance policy must be
submitted “within 30 days of the date You Sign the request.” The SPD’s silence on
this point does not trump the Plan’s clear requirement. MetLife thus did not abuse
its discretion in refusing to give effect to a change-of-beneficiary form that was
submitted long after the thirty-day window had closed.




                                         -6-
       Jane Hall asserts that because MetLife’s letter rejecting her appeal did not
specifically address the November 2010 form, this court should not consider
MetLife’s “post hoc” argument that the form was ineffective. See King v. Hartford
Life & Accident Ins. Co., 414 F.3d 994, 999-1000 (8th Cir. 2005) (en banc).
MetLife’s letter upholding its denial of her claim—issued thirteen days after MetLife
received a copy of the November 2010 form—did not specifically address that form.
The letter did, however, inform Jane Hall that “the latest beneficiary designation on
file” was the 1991 form naming Dennis Hall II the beneficiary; the administrator thus
implicitly rejected Jane Hall’s suggestion that the November 2010 form was a valid
beneficiary designation. MetLife’s invocation of the thirty-day window does not rely
on a novel interpretation of the Plan, and MetLife’s letter put Jane Hall on notice that
the November 2010 form was inadequate. As in Hillstrom v. Kenefick, 484 F.3d 519,
527 (8th Cir. 2007), “[n]othing of substance has been advanced in the litigation that
was not raised in the administrative process.”

      For these reasons, we conclude that based on the evidence presented at the time
of decision—the 1991 form, Dennis’s will, and the November 2010 form—MetLife
did not abuse its discretion in determining that Dennis Hall II, rather than Jane Hall,
was the beneficiary of the life insurance proceeds.

                                          B.

       Jane Hall also argues that the district court erred by refusing to apply the
federal common law doctrine of substantial compliance to conclude that Dennis
effected a change of beneficiary. This court has adverted to the substantial-
compliance doctrine without adopting it, see Alliant Techsystems, Inc. v. Marks, 465
F.3d 864, 870 n.1 (8th Cir. 2006), and the parties dispute whether the decisions in
Kennedy v. Plan Administrator for DuPont Savings & Investment Plan, 555 U.S. 285
(2009), and Matschiner v. Hartford Life & Accident Insurance Co., 622 F.3d 885 (8th
Cir. 2010), foreclose our ability to recognize the doctrine at all. But assuming for the

                                          -7-
sake of argument that the substantial-compliance doctrine remains available after
Kennedy and Matschiner, the doctrine would not win the day for Jane Hall here.
Where an ERISA plan administrator is given discretion under the plan to determine
eligibility for benefits, the substantial-compliance doctrine would not deprive the
administrator of the power to require strict compliance with the terms of the plan.

      The leading decision that recognizes the doctrine of substantial compliance as
a matter of federal common law is Phoenix Mutual Life Insurance Co. v. Adams, 30
F.3d 554 (4th Cir. 1994). Jane Hall urges us to apply the doctrine as expressed in that
case:

      [A]n insured substantially complies with the change of beneficiary
      provisions of an ERISA life insurance policy when the insured: (1)
      evidences his or her intent to make the change and (2) attempts to
      effectuate the change by undertaking positive action which is for all
      practical purposes similar to the action required by the change of
      beneficiary provisions of the policy.

Id. at 564 (internal quotation omitted). The Seventh Circuit, for example, has applied
the substantial-compliance doctrine articulated in Phoenix to give legal effect to a
beneficiary-designation form where the insured requested the form, completed it in
her own handwriting, and submitted it but forgot to sign and date it. Davis v.
Combes, 294 F.3d 931, 941-42 (7th Cir. 2002). The court reasoned that, where the
insured’s intent is clear, “[t]he fact that [the insured] made a careless error should not
conclusively determine whether her efforts at naming a beneficiary were effective for
purposes of the policy and the statute.” Id. at 942.

      But that a court may decide as a matter of common law to excuse technical
non-compliance with the terms of an ERISA plan does not mean that an
administrator with discretion under an ERISA plan is forbidden to enforce strict
compliance with plan requirements. The courts in Davis, Phoenix, and similar cases

                                           -8-
were tasked with determining the proper beneficiary in interpleader actions, not
reviewing an administrator’s decision for abuse of discretion under ERISA. See, e.g.,
Metro. Life Ins. Co. v. Johnson, 297 F.3d 558, 560, 567-69 (7th Cir. 2002); Davis,
294 F.3d at 933; Hartford Life & Accident Ins. Co. v. Wilmore, 31 F. App’x 832 (5th
Cir. 2002) (per curiam); Phoenix, 30 F.3d at 558. We, too, have recognized that when
an administrator is granted no discretion and a denial of benefits is reviewed de novo,
a reviewing court may look to federal common law “to construe disputed terms in a
plan.” King, 414 F.3d at 998. In that situation, application of the substantial-
compliance doctrine might be appropriate. Cf. BankAmerica Pension Plan v.
McMath, 206 F.3d 821, 827-28 (9th Cir. 2000).

        Whatever the soundness of the substantial-compliance doctrine in another
context, however, the doctrine does not operate to interfere with discretion granted
to a plan administrator by an ERISA plan. In exercising its discretion, an
administrator might choose to excuse technical errors in beneficiary-designation
forms, see, e.g., Alliant Techsystems, 465 F.3d at 870-71, or it might elect to enforce
strictly the terms of the plan. No rule of federal common law dictates either approach.
As explained above, MetLife reasonably exercised its discretion in rejecting Dennis’s
will and the November 2010 form. The district court did not err in refusing to apply
the substantial-compliance doctrine.

       Our decision comports with the state law on which the Fourth Circuit relied to
shape the federal common law version of the substantial-compliance doctrine in
Phoenix. See 30 F.3d at 564. State courts draw a firm line between administrators,
who may require strict compliance with policy requirements for beneficiary changes,
and courts, which generally allow for substantial compliance when the administrator
files an interpleader action. In Prudential Insurance Co. v. Kamrath, 475 F.3d 920
(8th Cir. 2007), for example, we described Missouri and New York law on this issue:




                                         -9-
      By filing an interpleader action to resolve competing claims, an insurer
      waives strict compliance with policy terms directing how to change a
      beneficiary. Under both Missouri and New York law, a court may apply
      the equitable doctrine of substantial compliance to carry out the
      insured’s intent where the insured has not strictly complied with the
      policy terms prescribing how to change a beneficiary.

Id. at 924 (citations omitted). State courts recognize, on the other hand, that allowing
an administrator to require technical compliance with policy provisions protects the
administrator from “paying the wrong person and being forced to pay twice.”
Travelers Ins. Co. v. Smith, 435 N.E.2d 1188, 1190 (Ill. App. Ct. 1982). Because the
administrator eliminates that concern by filing an interpleader action, many courts
apply equitable principles like substantial compliance in the interpleader context.
See, e.g., Brown v. Agin, 109 N.W.2d 147, 150-51 (Minn. 1961); Faircloth v.
Coleman, 86 S.E.2d 107, 109-10 (Ga. 1955); Metro. Life Ins. Co. v. Sandstrand, 82
A.2d 863, 865-66 (R.I. 1951); Wilkie v. Phila. Life Ins. Co., 197 S.E. 375, 380, 382
(S.C. 1938). In applying the substantial-compliance doctrine in Phoenix, the Fourth
Circuit highlighted that it was considering an interpleader action, and “not a case in
which an insured or a beneficiary is attempting to use an equitable theory to establish
liability on the part of the administrator or the insurer when the written terms of the
ERISA plan provide otherwise.” 30 F.3d at 565. Even assuming for the sake of
analysis that the substantial-compliance doctrine is available to federal courts in the
interpleader context, we would not extend it to the circumstances presented here.

                                   *       *       *

      The judgment of the district court is affirmed.
                     ______________________________




                                         -10-
