          United States Court of Appeals
                       For the First Circuit


No. 16-1307

                           DEBRA TROIANO,

                       Plaintiff, Appellant,

                                 v.

                 AETNA LIFE INSURANCE COMPANY and
     GENERAL DYNAMICS CORPORATION LONG TERM DISABILITY PLAN,

                       Defendants, Appellees.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF RHODE ISLAND

              [Hon. Mary M. Lisi, U.S. District Judge]


                               Before

                     Lynch, Lipez, and Barron,
                          Circuit Judges.


     J. Scott Kilpatrick, with whom Mason J. Waring and Chisholm
Chisholm & Kilpatrick LTD were on brief, for appellant.
     Jonathan C. Bond, with whom Miguel A. Estrada, Gibson, Dunn
& Crutcher LLP, Kenneth J. Kelly, Scarlett L. Freeman, and Epstein
Becker & Green, P.C. were on brief, for appellees.


                         December 16, 2016
             LYNCH, Circuit Judge. This lawsuit arises from a dispute

between an ERISA disability plan administrator and a beneficiary

over the amount by which the monthly disability payments made to

the beneficiary should be offset by her other monthly income from

Social Security.       The administrator maintains that the disability

payments must be offset by the gross (pre-tax) amount of Social

Security income, while the beneficiary argues that the payments

must be offset by the net (post-tax) amount of Social Security

income.   The district court found for the administrator, noting

that its interpretation of the Plan language to allow for a gross

offset was entitled to deference and was, in any event, ultimately

reasonable.       In    addition     to    contesting          this   decision,   the

beneficiary     complains     that       the        district    court   abused    its

discretion when it denied the beneficiary's broad requests for

discovery.       Having     made     a     number       of     assumptions   in   the

beneficiary's favor, we affirm.             To be clear, the dispute is not

about whether the Social Security income may offset the disability

payments. It is about whether the administrator may use the simple

gross amount of the Social Security payments for offset purposes.

                                          I.

             Plaintiff Debra Troiano is a former employee of Electric

Boat   Corporation,     a   subsidiary         of    defendant    General    Dynamics

Corporation ("GDC").         While working there from 1988 to 2003,

Troiano participated in GDC's long-term disability ("LTD") Plan,


                                         - 2 -
which was funded and administered by defendant Aetna Life Insurance

Company ("Aetna").

A.   The Plan's Structure and Documents

              GDC's LTD Plan is an employee welfare benefits plan

governed by the Employee Retirement Income Security Act of 1974

("ERISA"), 29 U.S.C. §§ 1001 et seq.                The terms of the Plan are

set forth in four relevant documents: (1) the Group Policy, which

contains general terms and conditions governing the Plan; (2) the

Summary of Coverage, which details the LTD benefits; (3) the

Booklet, which describes the group coverage plan; and (4) the

Summary Plan Description ("SPD"). GDC issued the SPD in compliance

with ERISA, which requires a plan to provide information "written

in a manner calculated to be understood by the average plan

participant, and . . . sufficiently accurate and comprehensive to

reasonably apprise such participants and beneficiaries of their

rights and obligations under the plan."              Id. § 1022(a).

              The Plan itself vests Aetna with broad authority to

exercise discretion in administering the Plan.                 The Group Policy

explains      that   Aetna    is    a    fiduciary     under   ERISA   and    has

"discretionary authority to . . . construe any disputed or doubtful

terms of th[e] policy."       The Group Policy further reserves Aetna's

"right   to    adopt   reasonable       policies,    procedures,    rules,    and

interpretations of th[e] policy to promote orderly and efficient

administration."        The   SPD       describes    Aetna's   authority     in   a


                                        - 3 -
similarly expansive way, assigning Aetna the "absolute authority

and sole discretion" to interpret all terms of the Plan and to

resolve ambiguities in the Plan or the SPD.

             The   relevant    documents      also   provide        that   a   Plan

participant who suffers a "total disability" will receive monthly

LTD benefits.      The amount of such benefits will equal a percentage

of the participant's "predisability earnings," up to a monthly

maximum of $18,000, "minus all other income benefits" that are

"payable for a given month" to the participant or to her spouse,

children, or dependents.        The Booklet reiterates that "[i]f other

income benefits are payable for a given month[,] [t]he monthly

benefit payable under th[e] Plan for that month will be the lesser

of: the Scheduled Monthly LTD Benefit; and the Maximum Monthly

Benefit; minus all other income benefits."                It further defines

"other income benefits" to encompass "[b]enefits under the Federal

Social Security Act."

             The SPD consistently states that basic monthly earnings

are   "the   gross   monthly    pay   paid    to   you   by   the    Company   for

performing your job in effect immediately before the Disability

begins."     It clearly provides that "[y]our benefit amount from the

LTD Plan is reduced by any payments you are eligible to receive

from other sources, such as . . . [b]enefits under the Federal

Social Security Act."         It further clarifies that the monthly LTD




                                      - 4 -
payments will not be reduced by any cost-of-living increases in

other income benefits.

            Importantly, as "an example of how the benefit reduction

works," the SPD provides a scenario in which Tom, a fictional

beneficiary, "has Basic Monthly Earnings of $3,000, bought the 60%

level of coverage, . . . becomes eligible for LTD benefits . . .

[and] qualifies for a Social Security benefit of $600 per month."

The SPD expressly states that, under this example, Tom's monthly

LTD benefits would be $1,200: $1,800, which equals 60% of $3,000,

minus $600 in Social Security benefits.

            The SPD explains that participants can choose between

one of two benefit levels: the "base level" of 50% of predisability

earnings or the "buy-up" level of 60% of predisability earnings.

The employer pays the premiums for 50% of coverage.          Participants

who choose the buy-up level must pay the premium for the additional

10%   of   coverage.   The   SPD   explains   that   the   "cost   for   the

additional coverage is deducted from [the participant's] paycheck

on an after-tax basis."      While the participant is "taxed on both

[her own] cost and the Company contributions," the SPD assures

that "the LTD Plan benefit will not be subject to income tax."

Troiano elected the 60% coverage option.

B.    Troiano's Eligibility for LTD and Social Security Benefits

            Troiano became disabled in July 2003 and applied for

Plan benefits.    From December 2003, when Aetna approved her claim,


                                   - 5 -
until April 2010, when Aetna began offsetting her monthly LTD

benefits by her gross Social Security income, Aetna issued to

Troiano monthly payments of $3,350, which equals 60% of $5,583.33,

Troiano's monthly gross predisability earnings.

            In a letter dated June 10, 2009, Aetna informed Troiano

that   an   application   for   Social   Security   Disability   Insurance

("SSDI") benefits on her behalf was warranted.          In fact, Troiano

had already applied for SSDI benefits in June 2004.          After years

of administrative wrangling and litigation in federal district

court, an administrative law judge determined in October 2009 that

Troiano had been "under a disability," as defined by the Social

Security Act, since July 12, 2003. An award letter from the Social

Security Administration subsequently confirmed that Troiano had

been entitled to baseline monthly payments of $1,783 starting in

January 2004 (five calendar months after becoming disabled).           It

further noted that, in addition to the $1,783, Troiano was entitled

to incrementally greater amounts that took into account annual

cost-of-living adjustments ("COLAs") for each year she received

SSDI payments.    By December 2008, the monthly SSDI benefits with

COLAs had risen to $2,131, which was $348 more than the $1,783

baseline.     The award letter lastly stated that Troiano would

receive a lump-sum payment for the amount that had been due to her

through January 2010.




                                   - 6 -
             In a letter dated April 16, 2010, Aetna informed Troiano

that it had learned of her monthly $1,783 SSDI award, as well as

the retroactive lump-sum payment.        Aetna's letter reminded Troiano

that under the provisions of the Plan, her LTD benefits were

subject to offset by "other income benefits," that such benefits

included "[b]enefits under the Federal Social Security Act," and

that Aetna had a right to recover overpayments.          After recounting

the relevant Plan provisions, the letter announced that Aetna would

begin offsetting Troiano's monthly LTD benefits by $1,783, the

gross amount of her SSDI benefit.           Aetna consistently used this

$1,783 amount in all of its calculations regarding the offset.

Aetna also demanded, and has since received from Troiano, full

reimbursement of $126,526 -- the amount by which it had overpaid

Troiano between January 2004 and March 2010.

             Fifteen months later, in a letter dated July 29, 2011,

Troiano, through her counsel, first requested that Aetna offset

her LTD benefits by the net, rather than the gross, amount of her

SSDI benefits.      As stated in this letter, it is undisputed that

Troiano's LTD benefits were tax-free, whereas she was required to

pay federal and state income taxes on her SSDI benefits. Following

internal communications discussing the "exact verbiage" that Aetna

had   used   in   response   to   such   requests   before,   Aetna   denied

Troiano's request in a short letter to her counsel dated November

28, 2011: "It is industry standard to offset the . . . gross amount


                                    - 7 -
and not the net amount.     To adjust the SSDI offset, according to

net amount, would involve taxes and we do not get involved in

taxation."

             After another six months, Troiano's counsel followed up

with a second letter.     Styled as an "appeal" of Aetna's decision

to apply a gross offset and dated May 25, 2012, this letter

articulated Troiano's argument for why a net offset was proper.1

Troiano also requested in the letter that Aetna turn over numerous

documents that she claimed were relevant to Aetna's decision to

apply a gross offset.      She asserted that Aetna was obligated to

comply with her request under ERISA and applicable Department of

Labor regulations.     Although internal emails reveal that Aetna's

in-house legal team discussed this May 2012 letter, Aetna never

responded to Troiano's second request.

             Aetna continues to offset Troiano's monthly LTD benefits

by the gross amount of her $1,783 baseline monthly SSDI income, as

it has always done.

                                  II.

             On November 13, 2014, Troiano filed suit against Aetna

and GDC in the U.S. District Court for the District of Rhode

Island.   She alleged that Aetna had breached its fiduciary duty


1    The letter also urged Aetna to reduce the offset amount by
Troiano's monthly Medicare premiums and to reimburse her for
various fees that she had incurred during the SSDI application
process. These issues are not on appeal.


                                 - 8 -
and sought a declaration "that her past and future LTD benefits

should be offset against the SSDI benefits she was awarded minus

any income taxes she was assessed on such benefits."               (We do not

recount   the   procedural       history   surrounding    Troiano's      amended

complaint, which is no longer relevant.)

           Defendants GDC and Aetna moved for summary judgment in

March 2015.     On May 8, 2015, the district court held a hearing on

Troiano's motion for an order compelling production of privileged

documents and for discovery under Federal Rule of Civil Procedure

56(d).    The district court denied the motion from the bench.

Throughout the hearing, the court reminded Troiano that "discovery

[wa]s the exception" in ERISA cases and thus that Troiano faced a

heavy burden of "narrowing [the discovery request] and tailoring

it to those bits of information that [she] need[ed] in order to

respond" to the defendants' summary judgment motion.              The district

court ultimately ruled that Troiano had failed to meet this burden

by seeking "a full panoply of discovery" with an impermissible

"scattershot[,] I want everything" approach.             The court would not

allow Troiano's "fishing expedition, to uncover something that

w[ould] create an ambiguity" in the Plan language.

           At   the   end   of    the   hearing,   the    court   also   denied

Troiano's request for "conflict discovery" under Metropolitan Life

Insurance Co. v. Glenn, 554 U.S. 105 (2008).             The court found that




                                     - 9 -
Troiano's case was not a "denial of benefits," as explained below,

and that Glenn was therefore inapposite.

            Troiano then filed both a response to the defendants'

earlier motion for summary judgment and a cross-motion for summary

judgment.    The district court resolved the cross-motions in the

defendants' favor.    As a threshold matter, in both the hearing and

the   summary   judgment    opinion,   the   district    court    rejected

Troiano's argument that Aetna's offset of her LTD benefits by the

gross amount of her SSDI benefits was a denial or reduction of

benefits.    It noted first that "this case [wa]s not about the

denial of LTD benefits under 29 U.S.C. § 1132(a)(1)(B)" because it

was "undisputed that Aetna approved Troiano's disability claim and

that it paid her more than $248,251 in unreduced, non-taxed LTD

benefits over a six-year period."      Troiano v. Aetna Life Ins. Co.,

No. 14-496-ML, 2015 WL 5775160, at *7 (D.R.I. Sept. 30, 2015).

            The district court likewise ruled that the offset was

not a reduction of benefits because Troiano continued to benefit

from "regular COLA increases which, under the terms of the Plan,

do not contribute to a further reduction of her LTD benefits."

Id. at *8.      Further, the court reasoned that the extent of

Troiano's    income   tax   exposure   was   beyond     Aetna's   control:

"[W]hether and to what extent [Troiano's] SSDI benefits are taxable

is really controlled by her own life's activities: whether she's

married, whether she has children, whether she adopts children,


                                 - 10 -
whether she has a home.        [I]t's all going to be determined by

factors that are not within the control of Aetna."             Transcript of

Motion Hearing at 36, Troiano, No. 14-496-ML, ECF No. 30 (D.R.I.

2015).

            Rather than an appeal of a benefit denial or reduction,

the district court viewed the suit as one involving straightforward

interpretation of the Plan's offset provision -- namely, whether

that provision should be read as providing for a gross or net

offset.    In approaching this task, the court rejected Troiano's

argument that de novo review should apply.           The court instead held

that Aetna's interpretation was reasonable and thus entitled to

deference because the Plan's "plain language" vested Aetna with

"broad    discretionary     powers    and     authority   to   interpret   the

provisions of the Plan."      Troiano, 2015 WL 5775160, at *7.

            First, it observed that the language of the Plan -- which

stated that "LTD benefits were subject to an offset against any

SSDI benefits that were 'payable to her for a given month,' or

which she was 'eligible to receive'" -- made no guarantees that

Troiano would receive a tax-free monthly benefit equal to 60% of

her gross monthly predisability earnings.            Id. at *8.      The court

also   noted   that   the    SPD's    example     decreased    the   fictional

beneficiary's LTD benefits by $600 in SSDI benefits per month, but

that "[n]othing in the example indicates that this is the amount

the beneficiary actually receives, nor does the example indicate


                                     - 11 -
that the offset includes a calculation of any income tax liability

the recipient may incur." Id. Finally, the court credited Aetna's

argument that "including a calculation of each Plan participant's

varying . . . income tax liability would be unreasonably burdensome

and preclude the orderly and effective administration of the Plan."

Id.    All of these considerations counseled in favor of Aetna's

Plan interpretation.

            Troiano now appeals, challenging both the affirmance of

Aetna's Plan interpretation and the denial of discovery under Glenn

and Rule 56(d).

                                     III.

A.    Interpretation of Plan's Offset Provision

            We review de novo a district court's resolution of cross-

motions for summary judgment.        Rideout v. Gardner, 838 F.3d 65, 71

(1st Cir. 2016).    "We may affirm the district court's decision on

any grounds supported by the record."         Collazo v. Nicholson, 535

F.3d 41, 44 (1st Cir. 2008) (quoting Estades-Negroni v. Assocs.

Corp. of N. Am., 377 F.3d 58, 62 (1st Cir. 2004)).

            The   parties'   first    point   of   disagreement   is   the

appropriate standard of review that the district court should have

applied in resolving their conflicting interpretations of the Plan

language.    Troiano maintains that her lawsuit is an appeal of a

benefits denial or reduction under 29 U.S.C. § 1132(a)(1)(B), and

that de novo review should apply.       See Firestone Tire & Rubber Co.


                                 - 12 -
v. Bruch, 489 U.S. 101, 115 (1989).                 Although she acknowledges

that    a   plan   that    expressly      gives      the    plan    administrator

discretionary      authority   to     construe      the    plan's   terms    enjoys

deference even under Firestone, see id., she argues that Aetna

forfeited the deference that it would ordinarily enjoy because it

violated ERISA regulations when it neglected to reply to her May

25, 2012 "appeal" letter.            See Bard v. Bos. Shipping Ass'n, 471

F.3d 229, 230, 240 (1st Cir. 2006).            Aetna responds by reiterating

why Troiano's suit concerns neither a denial nor a reduction in

benefits and thus lies altogether outside of the § 1132(a)(1)(B)

framework. In Aetna's view, the language of the Plan, which grants

Aetna "discretionary authority to[] . . . construe any disputed or

doubtful terms of th[e] policy," should control.

              We need not resolve this issue because, even making four

key assumptions in Troiano's favor and applying de novo review,

she still loses.       We assume for purposes of adjudicating this suit

that (1) Troiano's suit is indeed a challenge to a benefit denial

or reduction under § 1132(a)(1)(B); (2) Aetna committed ERISA

violations and thus forfeited the deferential standard of review

it would otherwise have received; (3) Aetna's assumed procedural

violations prejudiced Troiano; and (4) Troiano filed a timely

appeal within the Plan's 180-day deadline and thus did not forfeit

judicial review.       See Stephanie C. v. Blue Cross Blue Shield of

Mass.   HMO    Blue,   Inc.,   813    F.3d   420,    425–26    (1st   Cir.   2016)


                                      - 13 -
(requiring showing of prejudice); Terry v. Bayer Corp., 145 F.3d

28, 40 (1st Cir. 1998) (requiring compliance with an ERISA plan's

internal appeal procedures).        Aetna's interpretation of the Plan

language withstands de novo scrutiny.

           The Plan language makes clear that Troiano's reading is

unreasonable.     The Plan repeatedly states that LTD benefits will

be offset by other income benefits that are "payable" to the

beneficiary or her dependents: "If other income benefits are

payable for a given month: The monthly benefit payable under this

Plan for that month will be the lesser of: the Scheduled Monthly

LTD Benefit[] and the Maximum Monthly Benefit; minus all other

income benefits, but not less than the Minimum Monthly Benefit."

It then defines "[o]ther income benefits" to "include those, due

to your disability or retirement, which are payable to: you; your

spouse; your children; your dependents." The SPD, meanwhile, notes

that a beneficiary's LTD benefits will be reduced by other payments

that she is "eligible to receive" from other income sources.

           Both   the   "payable"    and   the   "eligible   to    receive"

language illustrate that the amount that Aetna may permissibly

offset is the full SSDI amount that is payable to Troiano or, put

another way, that Troiano was eligible to receive from the Social

Security   Administration.     Troiano     was   eligible    for   monthly

payments of $1,783, notwithstanding the amount of taxes -- if any

-- that she could have to pay on that sum.        Accordingly, the plain


                                - 14 -
language of the Plan -- which allows for offsets by other income

that is payable to the beneficiary -- supports Aetna's decision to

offset Troiano's LTD benefits by the full amount of SSDI benefits

for which she is eligible, rather than by the amount left over

after she has paid whatever income tax she owes to federal and

state governments.2

          The law is not in Troiano's favor.    The Eighth Circuit

has reached precisely the same conclusion as ours after examining

similar ERISA plan language.   See Parke v. First Reliance Standard

Life Ins. Co., 368 F.3d 999, 1005 (8th Cir. 2004) (where an LTD

plan allowed the administrator to offset monthly LTD payments by

SSDI benefits that the beneficiary "[wa]s eligible to receive

because of his/her Total Disability," the administrator could

offset its LTD payments by the gross SSDI amount because the

beneficiary was "eligible to receive the full [pre-tax amount]

each month" (emphasis added)).

          The context in which the relevant provisions appear

further confirms that the Plan allows for a gross offset.   In the


2    At oral argument, each party pointed out language that would
have to have been included in the Plan or SPD for the opposing
party's interpretation to be reasonable. Troiano argued that it
would have been simple for Aetna to add one line in the Plan
clarifying that LTD benefits would be offset by the gross amount
of a beneficiary's SSDI benefits, and yet Aetna did not do so.
Aetna countered that Troiano's reading of the Plan would require
extensive language about the method by which it would calculate
and audit each individual beneficiary's tax liabilities and about
the documentation that each beneficiary must submit to Aetna.


                               - 15 -
same section that defines "other income benefits" to include Social

Security benefits, the Plan expressly limits the amount by which

Aetna may offset LTD benefits by other types of income benefits.

For instance, only "50% of any award provided under The Jones Act

or The Maritime Doctrine of Maintenance, Wages and Cure" can count

toward the offset of LTD benefits. Similarly, "retirement benefits

for which [one is] or may become eligible under a group pension

plan" qualify as offset-eligible income "only to the extent that

such benefits were paid for by an employer."            The specificity with

which   the    Jones   Act   and   pension-plan       benefits   were   defined

demonstrates that the Plan was written with express limits on

Aetna's   ability      to   offset,   where    such   limits     were   actually

contemplated.     Cognizant of the Plan's selective use of explicit

limiting language in defining "other income benefits," we decline

to read an implicit net-offset limitation into the Plan where

nothing indicates that the Plan includes one.

              The accessible example provided in the SPD is also

contrary to Troiano's net-offset reading.              In that example, Tom,

a fictional beneficiary, had predisability earnings of $3,000 per

month, signed up for the 60% level of coverage, became eligible

for LTD benefits, and also "qualifie[d] for a Social Security

benefit of $600 per month."           Tom's monthly LTD benefit would be

$1,200 per the following calculation provided in the SPD:




                                      - 16 -
          $1,800 Tom's unreduced LTD benefit (60% of $3,000)
          - $600 Social Security benefit
          _________________________________________________
          $1,200 Tom's monthly LTD benefit

This example does not mention taxes in any way.   Rather, it states

that Tom qualified for monthly SSDI benefits of $600 -- just as

Troiano qualified for monthly SSDI benefits of $1,783 -- and

deducts that full amount from his monthly LTD benefits.         In

addition to the Plan language, this example put Troiano on notice

that her LTD benefits would be offset by any SSDI-benefit amount

for which she was eligible, without any exploration into her tax

liability, if any, on that sum.

          The administrative consequences that would flow from

Troiano's contrary interpretation only confirm our reading in

favor of a gross offset.   Troiano's interpretation -- that Aetna

must offset by the net amount of her SSDI benefits -- would require

Aetna to take in a staggering amount of personal tax information

from Troiano and others similarly situated. It would require Aetna

to audit that tax information in order to ensure the accuracy of

the tax calculations provided by each beneficiary -- not to mention

the fact that the tax obligations of individual beneficiaries may

change on a yearly basis, thereby requiring Aetna to account for

and audit tax documents year after year, for beneficiary after

beneficiary, on an individual basis.   Such a system would result

in a tremendous increase in Aetna's administrative burden and,



                              - 17 -
perhaps, affect its actuarial accounting.3                   We find it implausible

that a plan would envision such a complex scheme without a single

reference to its implementation.              Plan administrators could choose

to pass on the added cost of doing business to beneficiaries in

the form of higher premiums and lower benefits, ultimately hurting

beneficiaries.            The   cascading     adverse       effects    of    Troiano's

implausible        interpretation       reinforce          the   sensible    industry

standard among ERISA plan administrators to "not get involved in

taxation."

             Troiano argues that the SPD's assurance that her "LTD

Plan benefit [would] not be subject to income tax" supports her

contention that any SSDI benefits she receives should be offset on

a net, rather than gross, basis.                    Otherwise, she contends, the

Plan would violate its own guarantee that her "Scheduled Monthly

LTD   Benefit"      would       be   "60%    of   [her]     monthly    predisability

earnings."

             But    the    language     of    the    SPD    states    that   Troiano's

"benefit amount from the LTD plan" -- undisputedly, a tax-free

benefit -- will be "reduced by any payments [a participant is]

eligible to receive from other sources," such as SSDI.                        Nowhere

does the SPD state that "other income benefits" themselves will


3    Indeed, at oral argument, Troiano could identify no analogous
circumstance under which an ERISA plan administrator was
responsible for calculating the tax liability of every plan
participant.


                                        - 18 -
not be subject to tax.         If anything, the SPD suggests the opposite

by virtue of its reference to offsetting "payments."

             Nor does the Plan by its terms suggest otherwise.                  The

Plan explicitly states -- in accord with the SPD -- that "[a]ny

benefit      actually    payable      may     be   reduced    by    'other   income

benefits.'"      The Plan does not state that these other income

benefits will not be subject to tax or that, after the offset by

other income benefits, the benefit actually payable will also

necessarily      equal     60%   of     the     participant's       gross    monthly

predisability earnings.          And, for the reasons just given, we do

not believe it would be accurate to read the Plan impliedly to

have said otherwise.

             Finally, Troiano invokes the contra proferentem canon,

but   that    canon     does   not    salvage      her   losing    claim.    Contra

proferentem counsels "that the policy terms must be strictly

construed against the insurer and in favor of the insured . . .

when courts undertake de novo review of plan interpretations."

Stamp v. Metro. Life Ins. Co., 531 F.3d 84, 93 (1st Cir. 2008).

But the canon applies only where the Plan language is ambiguous.

See, e.g., Seaco Ins. Co. v. Davis-Irish, 300 F.3d 84, 86 (1st

Cir. 2002). In this context, where the Plan language unambiguously

supports Aetna's interpretation, the canon has no application.

             The Plan's plain language, the textual context in which

that language appears, the sample SSDI offset provided in the SPD,


                                       - 19 -
and the administrative consequences of a net-offset system lead us

to conclude that the Plan permits Aetna to offset LTD benefits by

the gross amount of SSDI benefits.         We reach this outcome even

applying de novo review.       Simply put, no provision in the Plan or

SPD guaranteed Troiano 60% of her predisability earnings after

taking into account all relevant offsets and corresponding tax

liabilities.

B.   Denial of Discovery

             Troiano also appeals the district court's denial of

discovery.     She contends that under either Federal Rule of Civil

Procedure 56(d) or a theory of Aetna's structural conflict of

interest, she should have been granted discovery. She is mistaken.

             First, and assuming again in Troiano's favor that her

suit properly falls within the benefits-denial framework, Troiano

did not meet her threshold burden of showing that Aetna's purported

conflict influenced its decision to deny her a benefit.                   While

this circuit has recognized that "courts should take cognizance of

structural    conflicts   in   ERISA   cases   .   .   .   whenever   a    plan

administrator, whether an employer or an insurer, is in the

position of both adjudicating claims and paying awarded benefits,"

Denmark v. Liberty Life Assur. Co. of Bos., 566 F.3d 1, 7 (1st

Cir. 2009), we have also emphasized that the same burden-of-proof

rules that apply to "any other aspect of an ERISA claim for

improper denial of benefits" likewise apply to the conflict-


                                  - 20 -
discovery issue, Cusson v. Liberty Life Assur. Co. of Bos., 592

F.3d 215, 225 (1st Cir. 2010), abrogated on other grounds by

Montanile v. Bd. of Trs. of Nat'l Elevator Indus. Health Benefit

Plan, 136 S. Ct. 651 (2016). The beneficiary thus bears the burden

of showing that the conflict influenced the Plan administrator's

decision in some way.         Troiano has offered nothing to show that

Aetna's structural conflict influenced its gross-offset decision.

           Second, the district court did not abuse its "broad

measure of discretion" in denying Rule 56(d) discovery.             Mack v.

Great Atl. & Pac. Tea Co., 871 F.2d 179, 186 (1st Cir. 1989)

(quoting In re Recticel Foam Corp., 859 F.2d 1000, 1006 (1st Cir.

1988)).   "If a nonmovant shows by affidavit or declaration that,

for specified reasons, it cannot present facts essential to justify

its opposition [to a summary judgment motion]," Rule 56(d) empowers

the   district   court   to    "allow   time   to    obtain   affidavits   or

declarations or to take discovery," among other options.            Fed. R.

Civ. P. 56(d) (emphasis added).         But "Rule 56(d) relief is not to

be granted as a matter of course. . . .             [T]he district court is

entitled to refuse a Rule 56(d) motion if it concludes that the

party opposing summary judgment is unlikely to garner useful

evidence from supplemental discovery."         Hicks v. Johnson, 755 F.3d

738, 743 (1st Cir. 2014).        Especially in the ERISA context, where

"cases are generally decided on the administrative record without

discovery," Morales-Alejandro v. Med. Card Sys., Inc., 486 F.3d


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693, 698 (1st Cir. 2007), the party seeking discovery must provide

"some very good reason . . . to overcome the strong presumption"

against discovery, Liston v. Unum Corp. Officer Severance Plan,

330 F.3d 19, 23 (1st Cir. 2003)).

             The district court did not abuse its discretion or cause

Troiano to suffer "manifest injustice" when it concluded that she

had not satisfied this heavy burden.            Mack, 871 F.2d at 186.     At

the May 2015 motions hearing, the court noted that Troiano had

impermissibly asked for "a full panoply of discovery," taken a

"scattershot[,] I want everything" approach, and sought to uncover

material that might "create an ambiguity" in the Plan language

through a "fishing expedition."         Given that the case was a matter

of interpreting Plan language, the court supportably ruled that it

could "simply decide this case based on the facts as asserted by

the Plaintiff and the plan documentation as provided in the

administrative record."          We have no occasion to disturb this

decision.

                                      IV.

             Because there is no ambiguity in the language of the

Plan   and   no   error   in   the   district   court's   decision   to   deny

discovery, we conclude that Troiano received all that she bargained

for through her monthly LTD benefits that are offset by the gross

amount of her monthly SSDI benefits.            We affirm.




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