                              UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                              No. 07-1699


JAMES CROSS; CHARLES CALKINS; EDWARD HUYLEBROECK; JAMES
LEE; JERRY BUTLER; PAMELA WELLS; PATRICIA J. WILLIAMSON;
HEIDI SCHULLER, and all other similarly situated plan
participants   and  beneficiaries   in  the Fleet Reserve
Association Defined Benefit Pension Plan,

                Plaintiffs – Appellees,

          v.

NOEL BRAGG; FLEET RESERVE ASSOCIATION PENSION PLAN,

                Defendants – Appellants,

          and

RICHARD B. SMITH; RALPH A. SCHMIDT; LAWRENCE J. BOUDREAUX;
EUGENE SMITH; ROBERT E. KING; RUSSELL E. BELT; FOREST E.
HARRELL; VICTOR MIRANDA; LINDELL C. CLYMER; DEAN F. MILLER,

                Defendants.



                              No. 07-1755


JAMES CROSS; CHARLES CALKINS; EDWARD HUYLEBROECK; JAMES
LEE; JERRY BUTLER; PAMELA WELLS; PATRICIA J. WILLIAMSON;
HEIDI SCHULLER, and all other similarly situated plan
participants   and  beneficiaries   in  the Fleet Reserve
Association Defined Benefit Pension Plan,

                Plaintiffs – Appellants,

          v.
NOEL BRAGG; FLEET RESERVE ASSOCIATION PENSION PLAN,

                 Defendants – Appellees,

           and

RICHARD B. SMITH; RALPH A. SCHMIDT; LAWRENCE J. BOUDREAUX;
EUGENE SMITH; ROBERT E. KING; RUSSELL E. BELT; FOREST E.
HARRELL; VICTOR MIRANDA; LINDELL C. CLYMER; DEAN F. MILLER,

                 Defendants.



                               No. 08-1190


JAMES CROSS; CHARLES CALKINS; EDWARD HUYLEBROECK; JAMES
LEE; JERRY BUTLER; PAMELA WELLS; PATRICIA J. WILLIAMSON;
HEIDI SCHULLER, and all other similarly situated plan
participants   and  beneficiaries   in  the Fleet Reserve
Association Defined Benefit Pension Plan,

                 Plaintiffs – Appellants,

           v.

NOEL BRAGG; FLEET RESERVE ASSOCIATION PENSION PLAN,

                 Defendants – Appellees,

           and

RICHARD B. SMITH; RALPH A. SCHMIDT; LAWRENCE J. BOUDREAUX;
EUGENE SMITH; ROBERT E. KING; RUSSELL E. BELT; FOREST E.
HARRELL; VICTOR MIRANDA; LINDELL C. CLYMER; DEAN F. MILLER,

                 Defendants.



Appeals from the United States District Court for the District
of Maryland, at Baltimore.   William D. Quarles, Jr., District
Judge. (1:05-cv-00001-WDQ)


Argued:   March 24, 2009                     Decided:   July 24, 2009

                                    2
Before MICHAEL, MOTZ, and KING, Circuit Judges.


Affirmed in part, vacated in part, and remanded by unpublished
opinion.   Judge King wrote the opinion, in which Judge Michael
and Judge Motz joined.


ARGUED: Joseph Semo, SEMO LAW GROUP, Washington, D.C., for Noel
Bragg and Fleet Reserve Association Pension Plan. Richard Paul
Neuworth, LEBAU & NEUWORTH, LLC, Baltimore, Maryland, for James
Cross; Charles Calkins; Edward Huylebroeck; James Lee; Jerry
Butler; Pamela Wells; Patricia J. Williamson; Heidi Schuller,
and   all  other  similarly  situated   plan  participants  and
beneficiaries in the Fleet Reserve Association Defined Benefit
Pension Plan.


Unpublished opinions are not binding precedent in this circuit.




                                3
KING, Circuit Judge:

       The defendants, Fleet Reserve Association Pension Plan (the

“Plan”)    and    its    Administrator,      Noel   Bragg,    appeal        from     the

district court’s award of summary judgment to the plaintiffs in

this civil action, pursued under the Employee Retirement Income

Security Act of 1974, 29 U.S.C. §§ 1001-1461 (“ERISA”).                            More

specifically, the defendants contend that the court erred in

prohibiting them from altering the benefits calculation formula

of the Plan, thus rendering them liable to the plaintiffs for

additional benefits.          By cross-appeal, the plaintiffs challenge

the court’s denial — on the basis of a timeliness ruling — of

their    request   for    attorney’s     fees.      As    explained         below,   we

affirm    the    award   of   summary    judgment,       vacate   the       denial    of

attorney’s fees, and remand.



                                        I.

                                        A.

       The Plan was established by the Fleet Reserve Association

(the “Association”) in 1972, and its terms were reissued in 1985

(the     “1985    plan”).       The     1985   plan      included       a    benefits

calculation formula referred to by the parties and the district

court as the “Step Formula.”             In 1996, the Association’s Board

of Directors (the “Board”) revised the 1985 plan and issued a



                                         4
full       restatement      thereof       (the      “1996      plan”). 1        The    1996      plan

adopted a different benefits calculation formula — referred to

by   the      parties       and     the   district            court     as    the     “Integrated

Formula” — that replaced the Step Formula.                                    Importantly, the

Integrated Formula provides for substantially greater benefits

to the Plan’s participants and beneficiaries. 2                               Between 1996 and

2002, the plaintiffs in this proceeding were paid benefits under

the 1996 plan, but those benefits were calculated under the Step

Formula       of    the    1985     plan,      rather         than    under    the     Integrated

Formula of the 1996 plan.

       The     Association          was     apparently           unaware       of     any     issue

concerning the proper calculation of the plaintiffs’ benefits

until       early     2002.         At    this         point,        Bragg,    as     the   Plan’s

Administrator,            undertook       an       investigation         to     determine         the

correct benefits calculation formula.                                He concluded that the

1996       revision    of     the    Plan      —       from    the     Step   Formula       to    the


       1
       The “Plan,” as referred to herein, is the ERISA trust
named as a defendant. The terms “1985 plan” and “1996 plan” are
used to refer to differing versions of the Plan.
       2
       ERISA defines a plan “participant” as “any employee or
former employee of an employer, or any member or former member
of an employee organization, who is or may become eligible to
receive a benefit of any type from an employee benefit plan,” 29
U.S.C. § 1002(7), and a plan “beneficiary” as “a person
designated by a participant, or by the terms of an employee
benefit plan, who is or may become entitled to a benefit
thereunder,” id. § 1002(8).



                                                   5
Integrated Formula — had been a mistake, and that inclusion of

the Integrated Formula in the 1996 plan was simply a scrivener’s

error.      Bragg explained the mistake to the Board at its July

2002    meeting,    and     the   Association      announced   the    scrivener’s

error at its National Convention later that year.                      In August

2002, Bragg, on behalf of the Plan, sought permission from the

IRS to revert to the Step Formula for tax purposes and thus not

be subjected to tax penalties.                  The Plan’s request to the IRS

contended that the Board should be authorized to so revise the

1996 plan because its inclusion of the Integrated Formula was a

scrivener’s       error.      The    IRS    granted   the   Plan’s    request    in

October 2003, and, in December 2003, the Board formally revised

the Plan to include the Step Formula.

       On   April    24,    2004,    having      ascertained   that    they    were

entitled to benefits under the Integrated Formula rather than

the Step Formula, the plaintiffs filed claims with the Plan for

additional benefits.          Bragg promptly denied these claims, and

the    plaintiffs    then    pursued       administrative   appeals.      In    his

January     14,     2005    letter     rejecting      the   plaintiffs’       final

administrative appeal, Bragg relied on three findings:                    first,

there was “no substantial evidence that the Integrated Formula

was written into the Plan before 1996”; second, there was “clear

and convincing evidence that the Integrated Formula was written

into the Plan in 1996 as a result of a scrivener’s error”; and

                                            6
third, there had been no violation of “ERISA, . . . the Internal

Revenue Code, or any provision of the Plan” because inclusion of

the Integrated Formula was a scrivener’s error.      J.A. 295. 3

                                 B.

      On January 3, 2005, the plaintiffs filed this civil action

in the District of Maryland. 4   The Complaint, as amended on April

12, 2005, alleged four ERISA violations:         that the defendants

had   violated   ERISA’s   reporting   and   disclosure   requirements

(Count I); breached their fiduciary duties to the plaintiffs

(Count II); contravened the ERISA mandate on plan amendments and

notification (Count III); and, of importance here, erroneously

denied the plaintiffs’ claims for additional benefits under the

Integrated Formula (Count IV).

      On August 11, 2005, in connection with a motion to transfer

venue, the defendants asserted that the claims of one plaintiff



      3
       Citations herein to “J.A. __” refer to the Joint Appendix
filed by the parties in this appeal.
      4
       The plaintiffs are James Cross, Charles Calkins, Edward
Huylebroeck, James Lee, Jerry Butler, Pamela Wells, Patricia J.
Williamson, and Heidi Schuller.     The Complaint also named as
plaintiffs “all other similarly situated plan participants and
beneficiaries in the Fleet Reserve Association Defined Benefit
Pension Plan,” but, despite this allegation, certification of a
class action was never sought. J.A. 1. Although the individual
Board members were named as defendants in the Complaint, the
claims against them were voluntarily dismissed.




                                  7
— James Cross — were time-barred under the applicable three-

year statute of limitations.            In rejecting this contention, the

court explained that the limitations period “does not begin to

run until there has been a formal and final denial of a benefits

claim.”     See Cross v. Fleet Reserve Ass’n Pension Plan, No.

1:05-cv-00001, slip op. at 12 (D. Md. Aug. 23, 2005) (the “Venue

Opinion”). 5     According to the Venue Opinion, the limitations

period had not been triggered when this litigation commenced, in

that the Complaint was filed on January 3, 2005, eleven days

before Bragg’s denial of the plaintiffs’ final administrative

appeal.

     On May 26, 2006, the defendants sought summary judgment on

the four claims of the Complaint.               With respect to Count IV —

the only claim disputed on appeal — the defendants contended

that the district court was obliged to defer to the “scrivener’s

error” determinations of Bragg, as the Plan’s Administrator, and

the IRS.       The plaintiffs submitted a cross-motion for summary

judgment    on   Count   IV,    maintaining      that      the   requirements    for

correction of a scrivener’s error had not been satisfied, and

that the IRS ruling was irrelevant.

     On    September     28,   2006,    the   district      court   ruled   on   the

summary    judgment    motions.        See    Cross   v.    Fleet   Reserve   Ass’n

     5
         The Venue Opinion is found at J.A. 228-40.



                                         8
Pension Plan, No. 1:05-cv-00001 (D. Md. Sept. 28, 2006) (the

“Summary Judgment Opinion” and the “Summary Judgment Order”). 6

The court awarded summary judgment to the plaintiffs on Count

IV, explaining in its Summary Judgment Opinion that they were

entitled to receive benefits under the Integrated Formula.                                         In

so ruling, the court rejected the defendants’ contention that

inclusion           of    the     Integrated       Formula      in    the   1996    plan     was    a

correctable              scrivener’s      error.        More     specifically,        the       court

determined that the exceptional circumstances necessary for an

equitable reformation of the 1996 plan had not been shown, and

that        Bragg    had        thus    exceeded    his    authority        in   reforming       the

Plan.         The        court    did    not   address      the      defendants’     contention

regarding           the    IRS     ruling.         Finally,      the    court      also    granted

summary        judgment           to    the    plaintiffs        on    Count     III,      to    the

defendants on Count I, and also to the defendants on Count II

(as to all plaintiffs save Charles Calkins). 7

        On October 5, 2006, the defendants filed a motion to alter

or amend the district court’s judgment on Counts II, III, and

IV,    pursuant            to    Rule    59(e)     of     the   Federal      Rules      of      Civil



        6
       The Summary Judgment Opinion is found at J.A. 921-41, and
the Summary Judgment Order is found at J.A. 942.
        7
       In the Summary Judgment Opinion, the district court found
that only plaintiff Calkins possessed standing to pursue the
claim in Count II.



                                                    9
Procedure.              By    their     Rule    59(e)     motion,      the   defendants

requested:            (1) summary judgment on Count II with respect to all

plaintiffs; (2) clarification of whether the court’s rulings had

disposed of all claims; and (3) a more specific recitation of

the relief granted to the plaintiffs on Counts III and IV.                            The

plaintiffs responded to the Rule 59(e) motion on October 27,

2006, and at the same time submitted notice that they intended

to   seek        an   attorney’s      fee   award    under   the    provisions   of    29

U.S.C. § 1132(g)(1). 8

       On December 18, 2006, the district court disposed of the

Rule 59(e) motion and purported to enter final judgment.                              See

Cross v. Fleet Reserve Ass’n Pension Plan, No. 1:05-cv-00001 (D.

Md. Dec. 18, 2006) (the “First Reconsideration Opinion” and the

“First Reconsideration Order”). 9                   First of all, the court ruled

that       Calkins,      as   the   sole    remaining     plaintiff     in   Count    II,

lacked standing to pursue his claim; thus, the court entered

summary judgment for the defendants on Count II with respect to

all plaintiffs.              The court ruled on Counts III and IV, however,

that       the   defendants      were    obliged     to   “pay   the   Plaintiffs     all

       8
       In an ERISA civil action by a participant or beneficiary,
“the court in its discretion may allow a reasonable attorney's
fee and costs of action to either party.”             29 U.S.C.
§ 1132(g)(1).
       9
       The First Reconsideration Opinion is found at J.A. 943-52,
and the First Reconsideration Order is found at J.A. 953-54.



                                               10
benefits      owed      under   the    terms      of    the    Plan,   together        with

prejudgment interest.”              First Reconsideration Order 2.                    As a

result, the court directed the parties to “determine the actual

dollar amount of pension benefits owed, including prejudgment

interest, and communicate the result to the Court no later than

30 days from the date of this Order.”                     Id.      Finally, the First

Reconsideration Order set forth a timetable for attorney’s fee

claims      and     declared    that    “[t]his        case    BE,   and     HEREBY    IS,

CLOSED.”      Id.

       On January 8, 2007, the defendants filed a notice of appeal

from    the   First     Reconsideration          Order.       On   January     16,    2007,

while the appeal was pending, the plaintiffs filed their motion

for attorney’s fees.             We dismissed the defendants’ appellate

effort as interlocutory on March 26, 2007, and our mandate on

the dismissal was issued on April 17, 2007. 10                     On April 26, 2007,

the    plaintiffs       submitted      a   memorandum         in   support     of     their

attorney’s        fee     motion.          The    defendants         replied     to     the

plaintiffs’ fee request on June 5, 2006, contending, inter alia,

that the plaintiffs’ supporting memorandum was untimely.




       10
        In disposing of the defendants’ interlocutory appeal, we
granted the plaintiffs’ motion to dismiss, which relied on the
fact that the district court had not entered a final judgment
because it had failed to determine individual award amounts and
prejudgment interest issues.



                                            11
      On June 1, 2007, the defendants filed yet another motion

for     reconsideration,              seeking       an    assessment        of       whether    the

plaintiffs possessed standing to assert their claim in Count III

and alleging that all the claims in the Complaint were untimely.

In this second reconsideration motion, the defendants asserted

that the plaintiffs’ claims were time-barred by not only the

applicable         statute       of     limitations,         which        had     already      been

asserted         with        respect     to     plaintiff          Cross        in     the     venue

proceedings,         but       also     time-barred         under        the     administrative

provisions of the 1996 plan, an assertion then raised for the

first      time.         The     plaintiffs         replied       that     both       limitations

arguments had been waived, in that they should have been raised

prior to the issuance of the Summary Judgment Order.

        On   July       3,    2007,     the     district         court     issued      its     final

decision in this case.                 See Cross v. Fleet Reserve Ass’n Pension

Plan,      No.    1:05-cv-00001          (D.    Md.      July     3,     2007)       (the    “Second

Reconsideration              Opinion”         and     the        “Second        Reconsideration

Order”). 11         First,        the     court          ruled     that     the       plaintiffs’

attorney’s fee claim was untimely.                          Second, it revisited Count

III, vacated its earlier ruling in favor of the plaintiffs, and

instead granted summary judgment to the defendants because the

      11
       The Second Reconsideration Opinion is found at J.A. 955-
73, and the Second Reconsideration Order is found at J.A. 974-
76.



                                                 12
plaintiffs     lacked    standing     to    pursue    the   Count    III   claim.

Finally,      the   court     rejected       the   defendants’       statute   of

limitations contention on the reasoning of its Venue Opinion,

and    it     determined      that     the     defendants’       administrative

limitations contention had been waived.               As a result, the court

awarded summary judgment to the defendants on Counts I, II, and

III, and to the plaintiffs on Count IV. 12

      On    January     28,   2008,   the     district      court    denied    the

plaintiffs’ fee request reconsideration motion.                     See Cross v.

Fleet Reserve Ass’n Pension Plan, No. 1:05-cv-00001 (D. Md. Jan.

28, 2008) (the “Final Fee Opinion”). 13              The parties filed timely

notices of appeal, and we possess jurisdiction pursuant to 28

U.S.C. § 1291. 14



      12
        Under the district court’s rulings, the plaintiffs were
entitled to a total award on Count IV of $460,009.19, plus post-
judgment interest.   This amount was determined by calculating
the difference between the Step Formula and Integrated Formula
for each plaintiff, including prejudgment interest through
September 28, 2006.    The individual awards were as follows:
Wilfred Butler, $27,693.88; Charles Calkins, $61,018.04; James
Cross, $123,215.31; Edward Huylebroek, $159,895.75; James Lee,
$65,556.25; Heidi Schuller, $935.41; Pamela Wells, $7,577.66;
and Patricia Wilson, $14,116.89.     See Second Reconsideration
Order 2-3.
      13
           The Final Fee Opinion is found at J.A. 981-85.
      14
        In summary, there have been four appeals in these
proceedings, three of which are consolidated for disposition
here. The defendants’ first effort to appeal, filed on January
8, 2007 (No. 07-1031), was disposed of as interlocutory by our
March 26, 2007 dismissal order.  Next, the defendants, on July
(Continued)
                                       13
                                      II.

     In their appeal, the defendants challenge only the district

court’s award of summary judgment to the plaintiffs on Count IV

— the ERISA benefits claim.           The plaintiffs contend in Count IV

that they should have been paid benefits under the Integrated

Formula of the 1996 plan rather than under the Step Formula of

the 1985 plan, and they have pursued their claim for additional

benefits due under 29 U.S.C. § 1132(a)(1)(B).             We review de novo

a district court’s award of summary judgment.               See Denzler v.

Questech, Inc., 80 F.3d 97, 101 (4th Cir. 1996).

     Procedurally,      the   defendants    assert   on   appeal   that   the

Count IV claim was untimely.           They contend that the plaintiffs

failed   to   exhaust    their   administrative      appeals     within   the

authorized    time   frame     and,    in   the   alternative,     that   the




20, 2007, filed a notice of appeal from the district court’s
summary judgment award to the plaintiffs on Count IV (No. 07-
1699).    On August 2, 2007, the plaintiffs cross-appealed the
summary judgment award to the defendants on Count III (No. 07-
1755).   Finally, the plaintiffs, on February 8, 2008, filed a
notice of appeal from the Final Fee Order (No. 08-1190).
Because the plaintiffs did not raise their Count III contentions
in their briefs or at oral argument, we deem the plaintiffs’
appeal in No. 07-1755 to be waived and thus decline to address
it.    See Fed. R. App. P. 28(a)(9)(A) (“[T]he [appellant’s]
argument . . . must contain . . . appellant's contentions and
the reasons for them, with citations to the authorities and
parts of the record on which the appellant relies.”); see also
Carter v. Lee, 283 F.3d 240, 252 n.11 (4th Cir. 2002); Edwards
v. City of Goldsboro, 178 F.3d 231, 241 n.6 (4th Cir. 1999).



                                       14
plaintiffs’        claims       are     barred         by    the    applicable       three-year

statute of limitations.                 On the merits, the defendants maintain

that     they      are     entitled         to     equitable          reformation        of     the

scrivener’s error in the 1996 plan for three reasons:                                    (1) the

actuary      who     prepared         the     1996      plan       acknowledged        that     the

Integrated      Formula        was    erroneously            included       therein;    (2)     the

defendants      did      not    know     of      the    inclusion        of    the   Integrated

Formula until they were informed of it by the Plan; and (3) the

IRS determined that the Integrated Formula was a scrivener’s

error.      As explained below, these contentions are unpersuasive.

                                                  A.

       We    first       assess       the        defendants’          contention       that     the

plaintiffs’        Count       IV     claim       is        procedurally       barred.          The

defendants      maintain         that       it    is    barred      as   untimely       for     two

reasons:        first,         that    the       plaintiffs        failed      to    file     their

administrative           appeals      within       sixty       days    of     receiving       their

benefit payments, as required by the 1996 plan; and second, that

the Count IV claim was not filed within the applicable three-

year limitations period.                We examine these contentions in turn.

                                                  1.

       First, the defendants assert that the plaintiffs failed to

exhaust      their       administrative           remedies         because     they     did     not

request an administrative review within the limitations period

established by the 1996 plan.                     In that respect, “internal appeal

                                                  15
limitations periods in ERISA plans are to be followed just as

ordinary    statutes       of   limitations,”        and    “[f]ailure     to   file    a

request for review within [a plan's] limitations period is one

means by which a claimant may fail to exhaust her administrative

remedies.”        Gayle v. United Parcel Serv., Inc., 401 F.3d 222,

226 (4th Cir. 2005) (internal quotation marks omitted).                            These

principles, however, are of no assistance to the defendants in

this dispute.

     Put     succinctly,        although        an   administrative        limitations

defense    might    have    had   some     merit,     the    defendants     failed     to

assert it in a timely fashion.                   The district court began its

analysis     of    this     issue     by   correctly         concluding     that     the

defendants’ second motion for reconsideration was filed under

Federal Rule of Civil Procedure 60(b). 15                   As such, we review the

court’s    denial    of     the     reconsideration         motion   for    abuse      of

     15
        Pursuant to our precedent, “[i]n cases where a party
submits a motion [for reconsideration], which . . . does not
refer to a specific Federal Rule of Civil Procedure, [we will]
consider[] that motion either a Rule 59(e) motion to alter or
amend a judgment, or a Rule 60(b) motion for relief from a
judgment or order.”    In re Burnley, 988 F.2d 1, 2 (4th Cir.
1992). Rule 59(e) provides that “[a] motion to alter or amend a
judgment must be filed no later than 10 days after the entry of
the judgment,” but the deadline for filing a Rule 60(b) motion
is at least a year after the entry of judgment, see Fed. R. Civ.
P.   60(c).     Here,   the   defendants’   second  motion   for
reconsideration was submitted on June 1, 2007 — significantly
longer than ten days after the September 28, 2006 Summary
Judgment Order and the December 18, 2006 First Reconsideration
Order.



                                           16
discretion.    See Heyman v. M.L. Mktg. Co., 116 F.3d 91, 94 (4th

Cir. 1997) (recognizing that we review for abuse of discretion

court’s denial of Rule 60(b) motion for relief from judgment).

     Rule 60 has long been recognized as an “attempt[] to strike

a   proper    balance    between      the   conflicting      principles       that

litigation should be brought to an end and that justice must be

done.”     11 Charles Alan Wright, Arthur R. Miller & Mary Kay

Kane, Federal Practice and Procedure § 2851 (2d ed. 1995).                     In

disposing of the administrative limitations issue, the district

court    concluded     that   the     defendants    did     not   present     any

“exceptional     circumstances”       contemplated      under     Rule    60(b),

explaining that

     [t]he contention that the Plaintiffs’ benefits claims
     are barred because of their failure to file a timely
     administrative appeal was cognizable prior to the
     Court’s   September   28,  2006   judgment,  and   the
     Defendants waived that defense by failing to assert it
     promptly in their Answer or motion for summary
     judgment.    See Peterson v. Air Line Pilots Ass’n,
     Int’l., 759 F.2d 1161, 1164 (4th Cir. 1985) (“defense
     of limitations is waived unless asserted promptly by
     way of answer or motion”).

Second Reconsideration Opinion 8-9.             Put simply, in waiting more

than eight months after the district court ruled on the summary

judgment     motions    to    first    assert     its     contention     on   the

administrative limitations issue, the defendants — as the court

ruled — waived the sixty-day limitations defense provided by the

1996 plan.      We thus agree with the court’s analysis and are


                                       17
unable to perceive an abuse of discretion in its denial of the

Rule 60(b) relief.

                                           2.

        The    defendants    next    contend     that    Maryland’s     three-year

statute of limitations for civil actions bars the plaintiffs’

Count IV claim.           See Md. Code Ann., Cts. & Jud. Proc. § 5-101

(“A civil action at law shall be filed within three years from

the date it accrues . . . .”).              Because ERISA itself establishes

no limitations period for initiating a cause of action under 29

U.S.C. § 1132, “the federal courts look to state law for an

analogous       limitation    provision     to   apply.”      Dameron    v.   Sinai

Hosp. of Baltimore, Inc., 815 F.2d 975, 981 (4th Cir. 1987).

When an ERISA plan is alleged to have breached its duty to

provide beneficiaries with the benefits due them, the analogous

state cause of action is breach of contract.                See id.

        On this point, the parties agree:               the three-year Maryland

statute of limitations for individual contract actions applies

in this dispute.          Nonetheless, the parties disagree on when the

limitations period was triggered.                The defendants maintain that

it was triggered when the plaintiffs received their lump-sum

benefit       payments    from   the   Plan.       The    plaintiffs,     however,

contend that the three-year limitations period was not triggered

until    they    had     exhausted   the    internal     administrative    appeals



                                           18
provided by the 1996 plan.           As explained below, we agree with

the plaintiffs.

       Just as ERISA is silent on whether a plaintiff must exhaust

his administrative remedies before seeking relief in the courts,

it   provides   no    explicit   guidance    as     to   when    the    limitations

period begins to run on a benefits claim.                     We have previously

examined this question, however, and recognized that “Congress

intended     plan    fiduciaries,   not     the   federal       courts,    to    have

primary responsibility for claims processing.”                   Makar v. Health

Care Corp. of Mid-Atlantic (Carefirst), 872 F.2d 80, 83 (4th

Cir. 1989).     Because access to the courts is meant to be a fail-

safe for ERISA claims, “[a]n ERISA cause of action does not

accrue until a claim of benefits has been made and formally

denied.”     Rodriguez v. MEBA Pension Trust, 872 F.2d 69, 72 (4th

Cir. 1989).

       In this proceeding, the plaintiffs’ administrative appeals

were   not   finally    denied    until     January      14,    2005,    and     their

request for reconsideration of such denial was rejected on April

11, 2005.     The plaintiffs filed their Complaint in the district

court on January 3, 2005 — well before the 2008 limitations

deadline     imposed    under    Maryland    law.        We     thus    reject    the

defendants’ statute of limitations contention, and conclude that

the Complaint was timely filed.



                                      19
                                                B.

        Next, we turn to the defendants’ contention that inclusion

of the Integrated Formula in the 1996 plan was simply a mistake

—      a    “scrivener’s        error”         —     entitling        them       to     equitable

reformation of the 1996 plan.                         We review a district court’s

denial of equitable relief “for abuse of discretion, accepting

the court's factual findings absent clear error, while examining

issues of law de novo.”                   Dixon v. Edwards, 290 F.3d 699, 710

(4th       Cir.    2002).          The    defendants          assert      three       bases     for

equitable         reformation      of    the    1996        plan   due    to   a      scrivener’s

error:            first,     the     actuary          who     drafted      the        1996     plan

acknowledged          that    the        Integrated          Formula       was        erroneously

included therein; second, the plaintiffs did not rely on the

Integrated         Formula    being      a     part    of     their      pension       plan;   and

third, the IRS agreed that inclusion of the Integrated Formula

in the 1996 plan was a scrivener’s error.                                These issues each

turn on questions of law, and, assessing them de novo, we agree

with       the    district    court       that       equitable        reformation        is     not

warranted.

                                                1.

       In         assessing        the       defendants’           “scrivener’s              error”

contention, we are guided by the principle that “ERISA plans are

contractual documents which, while regulated, are governed by

established principles of contract and trust law.”                                      Haley v.

                                                20
Paul Revere Life Ins. Co., 77 F.3d 84, 88 (4th Cir. 1996); see

also Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 111

(1989) (declaring that courts should be “guided by principles of

trust law” in determining standard of review for ERISA claims);

Wheeler v. Dynamic Eng’g, Inc., 62 F.3d 634, 638 (4th Cir. 1995)

(explaining that terms of ERISA plans are interpreted “under

ordinary principles of contract law”).                                   In reviewing benefits

claims      under      ERISA,          “we   turn       to      the    federal       common      law    of

contracts.”            Denzler, 80 F.3d at 101.                         We may, however, “use

principles of state common law to guide our analysis.”                                          Wheeler,

62   F.3d    at       638.         Importantly,            we    have     recognized           that    “‘a

scrivener’s           error,       like      a    mutual         mistake,      occurs          when    the

intention        of     the       parties        is    identical         at    the    time       of    the

transaction           but    the    written           agreement        does    not    express         that

intention because of that error; this permits a court acting in

equity      to    reform          an     agreement.’”                 Blackshear          v.    Reliance

Standard     Life       Ins.       Co.,      509       F.3d      634,    642    (4th       Cir.       2007)

(quoting 27 Samuel Williston & Richard A. Lord, A Treatise on

the Law of Contracts § 70.93 (4th ed. 2003)).                                          Further, the

power to recognize and correct a scrivener’s error in an ERISA

plan rests exclusively with the courts, and an “administrator

cannot simply ‘reform’ a plan to correct what it unilaterally

perceives        to    be     a    mistake       or     error         contained      in    the    plan’s

written terms.”             Id.

                                                      21
      A primary purpose of ERISA was to require that participants

and     beneficiaries      be   fully        advised       of     their    rights        under

employee       benefit   plans.     See,          e.g.,     29    U.S.C.      §   1102(a)(1)

(requiring       benefit    plans       to     be     written);         id.       §     1021(a)

(requiring        plan     administrator            to      deliver        summary        plan

description to participants); id. § 1022(a) (requiring summary

plan descriptions to be “written in a manner calculated to be

understood by the average plan participant”).                           Consistent with

congressional intent, the Supreme Court has held that a “written

[benefit] plan is to be required in order that every employee

may, on examining the plan documents, determine exactly what his

rights    and    obligations      are   under        the    plan.”         Curtiss-Wright

Corp.     v.    Schoonejongen,      514       U.S.       73,     83    (1995)         (internal

quotation marks omitted).           Thus, when the terms of an ERISA plan

are clear and unambiguous, a federal court is obliged to apply

it as written.

      In limited circumstances, however, a court is entitled to

reform an ERISA plan to correct a mutual mistake or to mitigate

a fraud scheme.          See Audio Fidelity Corp. v. Pension Benefit

Guarantee Corp., 624 F.2d 513, 518 (4th Cir. 1980).                                    Such an

action requires that the party seeking reformation present clear

and convincing evidence showing that “the mistake [was] mutual,

or if unilateral, it [was] accompanied by fraud on the part of

the     other    contracting      party.”            Id.;        see   also       Restatement

                                             22
(Second) of Contracts § 155 (1979) (providing that reformation

is only available “[w]here a writing that evidences or embodies

an agreement in whole or in part fails to express the agreement

because of a mistake of both parties as to the contents or

effect of the writing”).

        In order to establish a mutual mistake, the party seeking

reformation must show that the parties to the contract intended

to agree to terms that are different from those reflected in the

writing.     See Restatement (Second) of Contracts § 152 (1979)

(providing    that     if   “mistake   of     both   parties     at   the   time    a

contract was made as to a basic assumption on which the contract

was   made   has   a    material     effect    on    the   agreed     exchange     of

performances, the contract is voidable by the adversely affected

party unless he bears the risk of the mistake”); Oliver Wendell

Holmes, Jr., The Common Law 280 (G. Edward White ed., Harvard

Univ.    Press   2009)      (1881)   (explaining      that   a   mutual     mistake

exists when there is “a difference in kind between the actual

subject-matter and that to which the intention of the parties

was directed,” resulting in “the terms of the supposed contract,

although seemingly consistent, [being] contradictory in matters

that [go] to the root of the bargain”); Williston & Lord, supra,

§ 70:9 (“The law permits reformation of instruments to reflect

the true intention of the parties when . . . the party seeking

relief is able to establish to the court’s satisfaction that

                                        23
both parties intended something other than what is reflected in

the   instrument      in    question.”).       By   its   very       nature,     mutual

intent requires a manifestation of will from both parties.                          See

Restatement (Second) of Contracts § 155 cmt. a (1979) (requiring

“some agreement between the parties prior to the writing” for

court reformation due to mutual mistake).

                                          2.

      Applying these principles to the dispute on the Integrated

Formula of the 1996 plan, the defendants have failed to show

that inclusion of that formula in the 1996 plan resulted from a

mutual     mistake.        They   have   asserted   two      bases    for   equitable

reformation of the 1996 plan — that the actuary admitted that

inclusion of the Integrated Formula was a mistake and that the

plaintiffs     did    not     rely   thereon    —      but     neither      of    these

contentions demonstrates the intent of the plaintiffs. 16

      The actuary’s discovery deposition in this case establishes

only that the defendants did not intend to alter the benefits

calculation formula — it says nothing about the intent of the

plaintiffs.           Further,       though     each      of     the        plaintiffs

“acknowledged by affidavit that he had not relied . . . upon the

      16
        The defendants do not allege fraud with respect to the
plaintiffs, which is essential to reformation of a contract due
to unilateral mistake. See Audio Fidelity, 624 F.2d at 518. We
therefore need only consider whether a mutual mistake — as
opposed to a unilateral one — existed.



                                          24
unambiguous plan documents that included the error . . . , nor

[was he] aware of the erroneous Integrated Formula until the

plan sponsor announced its investigation into whether an error

existed in the plan documents,” Br. of Appellants 24, ignorance

of a mistake is insufficient proof of a party’s intent to the

contrary.      See   Williston     &   Lord,   supra,        § 70:9    (“[A]    clear

mistake by one party, coupled with ignorance by the other party,

is not a mutual mistake and will not be corrected.”).                           Taken

together, the defendants’ assertions fail to establish a mutual

mistake.       Put   succinctly,       the   defendants       have     produced      no

evidence of the plaintiffs’ intent, nor have they alleged or

shown that there were negotiations with respect to the benefits

calculation     formula    through       which        such    intent        could   be

ascertained.     Because its terms are unambiguous and there is a

patent lack of evidence of mutual mistake, the district court

committed no error by declining to equitably reform the 1996

plan.

                                        3.

     Finally,    the   defendants       urge     us    to    defer     to    the    IRS

determination that inclusion of the Integrated Formula in the

1996 plan was a scrivener’s error, thus justifying an equitable




                                        25
reformation of that provision. 17                    Put simply, however, the IRS

determination is neither helpful nor controlling in this appeal.

A primary purpose of the IRS program — and the only purpose of

the IRS ruling on the 1996 plan — is to authorize an ERISA plan

to       amend     its    provisions      without      losing        the    tax     exemption

provided         for     by    26   U.S.C.      § 501(a). 18         Notably,       such     IRS

proceedings are ex parte, predicated only on the submissions of

the ERISA plan seeking relief.                    The IRS determination thus only

resolves issues between the IRS and the ERISA plan — it is not a

formal adjudication, and it does not impact on the relationship

between an ERISA plan and its beneficiaries.                               Even though the

IRS may decide whether to tax an ERISA plan, it is not entitled

to alter the contractual rights of a plan beneficiary.                               Although

we accord great deference to the IRS with respect to tax policy

and      regulation,          the   judiciary    retains       its   dominion       in     ERISA

civil actions.            See Blackshear, 509 F.3d at 642 (“[R]eformation

.    .    .   is   most       decidedly   a   remedy    available          in   a   court    of

         17
        The IRS ruling was made by the IRS Employee Plans
Compliance Resolution System (“EPCRS”).   The Plan’s application
to EPCRS was governed by Rev. Proc. 2002-47, 2002-2 C.B. 133.
         18
        Section 411(d)(6)(A) of Title 26 provides that “[a] plan
shall be treated as not satisfying the requirements of this
section [and therefore will not constitute a qualified trust
under 26 U.S.C. § 401(a)] if the accrued benefit of a
participant is decreased by an amendment of the plan.” Section
501(a) provides that “[a]n organization described in . . .
section 401(a) shall be exempt from [income] taxation.”



                                                26
equity.”).   Thus,    despite   the    defendants’   arguments   to   the

contrary, the IRS ruling relied on by the defendants is not

entitled to deference in this proceeding.



                                 III.

     Finally, we turn to the plaintiffs’ cross-appeal on the

attorney’s fee issue.    In this regard, the plaintiffs seek a fee

award, pursuant to 29 U.S.C. § 1132(g)(1), for legal services

rendered in the district court.         As explained below, we vacate

the district court’s rejection of the plaintiffs’ attorney’s fee

motion as untimely.

                                  A.

     The guidelines for the submission of motions for attorney’s

fees in the District of Maryland are spelled out in the court’s

Local Rule 109.2.       That Rule, in relevant part, provides as

follows:

     Unless otherwise . . . ordered by the Court, any
     motion requesting the award of attorneys’ fees must be
     filed within fourteen days of the entry of judgment.
     The [supporting memorandum] must be filed within
     thirty-five days from the date the motion is filed:
     or (unless otherwise ordered by the Court) in the
     event an appeal is taken from the underlying judgment,
     within fourteen days of the issuance of the mandate of
     the Court of Appeals.     Any opposition to the motion
     shall be filed within fourteen days of service of the
     memorandum.    Non-compliance with these time limits
     shall be deemed to be a waiver of any claim for
     attorneys’ fees.



                                  27
D. Md. R. 109.2.a.      The district court initially addressed the

attorney’s    fee   issue   in   its   First   Reconsideration        Order   of

December 18, 2006.      The court then established a timetable for

the relevant submissions:

        The parties [are ordered to] submit briefs on the
        issue of attorneys fees and costs, including the
        amount thereof, in accordance with the following
        schedule:

            a. Petition by the Plaintiffs,           within      15
            days of the date of this Order;

            b. Response by the Defendants, within                25
            days of the date of this Order; and

            c. Reply by the Plaintiffs, within 30 days
            of the date of this Order;

First Reconsideration Order 2.          Finally, the Order concluded by

declaring that “[t]his case BE, and HEREBY IS, CLOSED.”               Id.

        Two days thereafter, on December 20, 2006, the plaintiffs

filed an unopposed motion to extend the time for the filing of

their    attorney’s   fee   motion     until   January   17,    2007.       This

extension motion was premised on the assertion that, “[u]nder

Local Rule 109 (1) and (2), Plaintiffs Motion for Attorneys Fees

and Bill of Costs is due on January 2, 2007.”                  Cross v. Fleet

Reserve Ass’n Pension Plan, No. 1:05-cv-00001 (D. Md. Dec. 20,

2006).     The court granted the unopposed extension request the

following day, directing that “Plaintiffs’ Motion for Attorneys

Fees and Bill of Costs is due on January 17, 2007.”                   Cross v.

Fleet Reserve Ass’n Pension Plan, No. 1:05-cv-00001 (D. Md. Dec.


                                       28
21, 2006) (the “Extension Order”).                   Soon thereafter, however, on

January 8, 2007, the defendants filed their notice of appeal

from the First Reconsideration Order, incorrectly perceiving it

to be an appealable final decision under 28 U.S.C. § 1291.

       The plaintiffs filed their motion for attorney’s fees on

January 16, 2007, explaining that their supporting memorandum

would follow.        On January 22, 2007, the defendants filed an

opposition      to   the   motion,        asserting,        inter    alia,   that      the

plaintiffs had waived their attorney’s fee claim by failing to

file     a    supporting   memorandum           by    January       17,   2007.        The

plaintiffs replied on January 26, 2007, contending that, under

Local Rule 109.2.a, the defendants’ January 8, 2007 notice of

appeal served to reset the briefing schedule on the attorney’s

fee issue.       Local Rule 109.2.a, if applicable here, would accord

the plaintiffs fourteen days after the mandate on that appeal to

file their supporting memorandum.

       On    March   26,   2007,     we    dismissed        as   interlocutory         the

defendants’      effort    to   appeal      from      the    First    Reconsideration

Order.       Our mandate on that appeal issued on April 17, 2007, and

the    plaintiffs    submitted       their      supporting       memorandum       on   the

attorney’s fee motion nine days later, on April 26, 2007.                              The

defendants       responded      to    the        plaintiffs’         attorney’s        fee

memorandum on May 11, 2007.               In addition to briefing the merits

of the fee claim, the defendants reasserted their timeliness

                                           29
contention, particularly with respect to legal services rendered

prior to the Summary Judgment Order of September 28, 2006.                             The

court, in its Second Reconsideration Opinion of July 3, 2007,

concluded that the plaintiffs had waived their attorney’s fee

claim, explaining that

     [b]y failing to comply with the schedule dictated by
     Court’s December 18, 2006 Order, as extended by the
     Court on December [21], 2006, the Plaintiffs waived
     their claim for attorneys’ fees.     Accordingly, their
     motion for attorneys’ fees will be denied.

Second Reconsideration Opinion 17.

                                          B.

     Generally speaking, we are obliged to accord deference to a

district court’s interpretation of its own order.                        See Saudi v.

Northrop   Grumman     Corp.,     427    F.3d       271,   279    (4th   Cir.    2005).

Importantly,     however,       the     Extension       Order     can    at    best     be

characterized    as    ambiguous.         As    such,      we    “must   construe      its

meaning, and in so doing may resort to the record upon which the

judgment was based.”        In re Tomlin, 105 F.3d 933, 940 (4th Cir.

1997) (internal quotation marks omitted).                       Because this record

cannot be squared with the district court’s interpretation of

the Extension Order, we are constrained to conclude that the

court   abused     its    discretion           in    denying       the     plaintiffs’

attorney’s   fee      request    as     untimely.          See    United      States    v.

Delfino, 510 F.3d 468, 470 (4th Cir. 2007) (recognizing that a

court may “abuse[] its discretion when it acts arbitrarily or

                                          30
irrationally,        .   .   .     relies    on    erroneous    factual      or   legal

premises, or commits an error of law”), cert. denied, 129 S. Ct.

41 (2008).

                                            1.

        First   of   all,    in    denying    the    attorney’s     fee    request   as

untimely by its July 3, 2007 Second Reconsideration Order, the

district court failed to recognize that there had been no final

judgment in the case until that very Order, thus rendering any

attorney’s fee submissions by the plaintiffs prior to that date

premature.       It is manifest that the federal courts prefer to

conduct attorney’s fee proceedings after the entry of a final

judgment.       Indeed,      the    default       mechanism   in   Federal    Rule   of

Civil Procedure 54(d)(2)(B)(i) requires attorney’s fee motions

“to be filed no later than 14 days after the entry of judgment.”

This mandate is predicated on the assumption that “the court

will want to consider attorneys’ fee issues immediately after

rendering its judgment on the merits of the case.”                        Fed. R. Civ.

P. 54 advisory committee’s note.                  Local Rule 109.2.a echoes this

preference, and, although there is no “legislative history” with

respect to Rule 109.2.a, we must assume that it is predicated on

the same bases as Rule 54(d).

        Arguably, the district court possessed the authority under

Local    Rule    109.2.a     to     direct    the     plaintiffs    to     file   their

attorney’s fee motion and memorandum prior to the entry of a

                                            31
final   judgment.      Nevertheless,            this    plainly   is    not    what       the

court     intended    when    it    set     the    briefing       schedule          on    the

attorney’s     fee     issue       in     its      December       18,     2006           First

Reconsideration Order.          The court contemplated that Order as a

final   judgment,     declaring      therein       that     “[t]his     case    BE,       and

HEREBY IS, CLOSED.”          First Reconsideration Order 2.               As a result

of the First Reconsideration Order, summary judgment was granted

on all four claims in the Complaint — to the defendants on

Counts I and II, and to the plaintiffs on Counts III and IV.

The court also declined to reform the terms of the 1996 plan,

and it ordered the defendants to pay all benefits owed to the

plaintiffs, plus prejudgment interest.                   After entry of the First

Reconsideration Order, however, at least two unresolved issues

remained — the individual award amounts and prejudgment interest

issues.

     When     the    defendants         sought    to     appeal    from       the        First

Reconsideration        Order,       we       dismissed          that      appeal           as

interlocutory.       In so doing, we rejected the central premise for

establishing the attorney’s fee briefing schedule in the First

Reconsideration      Order:        that    such        Order   constituted      a        final

judgment.     Importantly, the final judgment was not entered until

the Second Reconsideration Order of July 3, 2007.                         Rather than

acknowledging in the Second Reconsideration Order that it had

directed the plaintiffs to prematurely submit their attorney’s

                                           32
fee request, however, the district court abused its discretion

by denying such request as being briefed in a tardy fashion.

                                               2.

       Additionally, assuming final judgment had been entered by

way of the December 18, 2006 First Reconsideration Order, the

plaintiffs’ fee memorandum would nevertheless have been timely

filed in accordance with the December 21, 2006 Extension Order.

In     so     concluding,            we      have     considered           three     possible

interpretations           of    the       Extension       Order,     which    granted         the

plaintiffs’        unopposed          motion        for    an      extension       of     time.

Significantly,        that       motion      explicitly          referenced       Local       Rule

109.2.a      as    the    governing         authority       for     the    attorney’s          fee

proceedings,        and       the    court     declared      in     its    single-sentence

Extension Order only that “Plaintiffs’ Motion for Attorneys Fees

and Bill of Costs is due on January 17, 2007.”                             Extension Order

1    (emphasis     added).           Moreover,      the    Extension       Order    makes       no

reference to the December 18, 2006 briefing schedule, nor the

new    due   dates       of    the    plaintiffs’         supporting       memorandum,         the

defendants’ response, and the plaintiffs’ reply.

       First, the Extension Order could be read to extend the due

date of the plaintiffs’ attorney’s fee motion only, leaving the

December     18,     2006      briefing       schedule      in     place    for    all    other

submissions.         Such       an    interpretation,           however,     leads       to    the

nonsensical       result       that    the    plaintiffs’         supporting       memorandum

                                               33
was    due   fifteen      days    prior    to     their      motion.        Further,      the

defendants would have been obliged to file their response brief

by January 12, 2007 — five days before the plaintiffs were to

file their attorney’s fee motion.

       Second, the Extension Order could be read as the district

court interpreted it — as simply having “extended the [December

18,    2006]       briefing      schedule        by     fifteen       days.”            Second

Reconsideration Opinion 16.                 But this interpretation is also

untenable       because     it    requires       too        much   supposition.           The

Extension Order contains no reference to the December 18, 2006

briefing schedule, any “fifteen-day extension” thereof, or any

document      other      than    the   plaintiffs’           attorney’s      fee    motion.

Indeed,      the    Extension      Order    establishes            just    one   deadline:

January 17, 2007, as the due date for the plaintiffs’ motion.

The Extension Order simply does not convey that the plaintiffs’

supporting memorandum — in addition to their motion — was due

on    January      17,   2007.     And     the    Extension        Order    by     no    means

implies that fifteen days should also be added to the due dates

for   the    defendants’        response    and       the    plaintiffs’     reply       as   a

result of the plaintiffs being granted a fifteen-day extension

from the December 18, 2006 briefing schedule.

       The only reasonable reading of the Extension Order is the

third one:          that the Order invalidated the December 18, 2006

briefing schedule in favor of the timetable set forth in Local

                                            34
Rule 109.2.a.        Indeed, the plaintiffs’ unopposed motion for an

extension    of    time     explicitly       referenced      Rule    109.2.a     as   the

governing    authority        for    the    attorney’s      fee    proceedings        —   a

notion uncontroverted at that time by either the district court

or the defendants.           Under Rule 109.2.a, a supporting memorandum

“must be filed within thirty-five days from the date the motion

is     filed.”       In    the     event    an    appeal     is     taken,     the    Rule

specifically extends the deadline for the memorandum to “within

fourteen days of the issuance of the mandate of the Court of

Appeals.”         Here,     the    plaintiffs      filed    their     attorney’s      fee

motion on January 16, 2007 — a day before they were required to

do so under the Extension Order.                  Eight days earlier, however,

the defendants filed their notice of appeal, which, pursuant to

Rule    109.2.a,     extended       the    plaintiffs’      supporting       memorandum

deadline    to    fourteen        days    from   the    issuance    of   our    mandate.

When the plaintiffs filed their supporting memorandum on April

26, 2006 — nine days after the mandate issued — they were thus

in compliance with Rule 109.2.a.                       In such circumstances, the

district     court        abused    its     discretion      in     ruling      that   the

plaintiffs’ memorandum was untimely. 19



       19
       The plaintiffs also seek an award of attorney’s fees for
their work on appeal.     Because this request is premature, we
reject it without prejudice.



                                            35
                                      IV.

      Pursuant to the foregoing, we affirm the district court’s

summary judgment award on the Count IV ERISA claim.                We vacate

its   denial   of   an   attorney’s    fees   award   to    the   plaintiffs,

however, and remand for further proceedings.

                                                           AFFIRMED IN PART,
                                                            VACATED IN PART,
                                                                AND REMANDED




                                      36
