                          In the
 United States Court of Appeals
               For the Seventh Circuit
                       ____________

No. 01-3790
FREDERICK REICH
and JOANNE C. REICH,
                                      Plaintiffs-Appellants,
                            v.

LADISH COMPANY INCORPORATED
and LADISH COMPANY PENSION
PLAN, INTERNATIONAL ASSOCIATION
OF MACHINISTS AND AEROSPACE
WORKERS, LOCAL 1862,
                                      Defendants-Appellees.
                       ____________
          Appeal from the United States District Court
              for the Eastern District of Wisconsin.
     No. 00 C 319—Aaron E. Goodstein, Magistrate Judge.
                       ____________
    ARGUED APRIL 15, 2002—DECIDED OCTOBER 7, 2002
                     ____________


 Before ROVNER, DIANE P. WOOD and EVANS, Circuit
Judges.
   ROVNER, Circuit Judge. Frederick and Joanne Reich
sued Frederick’s former employer, Ladish Company, Inc.
(“Ladish”), and its pension plan, Ladish Company Pen-
sion Plan, International Association of Machinists and
Aerospace Workers, Local 1862 (the “Plan”) because the
Plan denied Frederick certain disability and health bene-
fits. The district court granted summary judgment in fa-
2                                               No. 01-3790

vor of the defendants and the Reichs appeal. We reverse
and remand.


                             I.
  Frederick Reich (“Reich”) worked as a machinist for
Ladish for almost thirty years. In the early 1990s, he was
diagnosed with Small Airways Disease and Chronic Ob-
structive Pulmonary Disease. Because of these illnesses,
Ladish periodically placed Reich on paid medical leave
over the next few years. In July 1995, Reich’s physician
released him from one of these leave periods to return
to work with certain restrictions. Among other conditions,
Reich was limited to light work and required continuous
oxygen. Reich’s doctor confirmed that these restrictions
were permanent. On July 26, 1995, Ladish terminated
Reich, stating that the company had determined that
there were no jobs within the bargaining unit that Reich
could safely perform, even with accommodations, given
his medical restrictions.
  Reich subsequently sued Ladish for disability discrim-
ination, for failure to accommodate his disability, and for
retaliating against him for engaging in protected activ-
ity. Ladish was represented by its in-house attorney,
Lawrence Hammond. Hammond supervised Gerald Bit-
ters, who worked as Ladish’s Manager of Benefits Ad-
ministration. Bitters was responsible for the day-to-day pro-
cessing of pension benefit applications. Ladish success-
fully defended the suit by arguing that Reich’s disabil-
ity prevented him from working safely at Ladish. In the
course of the suit Ladish explained that it was not pay-
ing Reich disability benefits because the Plan covered
only those employees who were found to be disabled by
the Social Security Administration (“SSA”). At that time,
Reich’s petition for Social Security Disability was still
pending. In April 1998, the SSA awarded Reich disability
No. 01-3790                                               3

benefits based on a disability onset date of August 22,
1994. After receiving this favorable determination from
SSA, Reich renewed his application for disability pen-
sion benefits with Ladish, attaching a copy of the SSA deci-
sion.
  Bitters wrote a letter to Reich denying the benefits
because Reich was not an employee at the time he re-
ceived the SSA ruling of disability:
    As you are aware, your employment was terminated
    in July of 1995 for your unavailability for work at
    the Company. You were advised shortly after your em-
    ployment terminated that you have a deferred vested
    benefit for which you are eligible at age 60. The Plan
    does not provide for a former employee to apply for a
    disability retirement some two years and nine months
    after his “employee” status ends. You are therefore
    not eligible for a disability pension; however, your
    rights to a deferred vested pension at age 60 remain
    in force.
R. 20, Ex. 7. In a separate letter, Bitters informed Reich
he was not eligible for group health insurance benefits un-
less he was receiving a disability pension. R. 20, Ex. 8.
Reich appealed the decision to Bitters and, in a letter
to Reich’s attorney, Bitters denied the appeal:
    Mr. Reich’s approval for Social Security took place sev-
    eral years after his termination of employment at the
    company. The basis and circumstances for his termin-
    ation are not issues I am involved with; it is my job to
    administer the pension plans. Although the admin-
    istrative law judge awarded Mr. Reich retroac-
    tive entitlement to Social Security benefits, this did
    not change his status with Ladish Co., that is, he
    was not retroactively reinstated to employee status.
    Many former employees may become disabled, but
    they are not Ladish “retirees”. As you are undoubted-
4                                                No. 01-3790

    ly aware, during the time when Mr. Reich was em-
    ployed at the company his petitions for Social Security
    disability were denied. Our plan requires that, in
    order to be a “participant” the individual must be a
    “covered employee”, and unfortunately upon the termi-
    nation of his employment Mr. Reich ceased to be a “cov-
    ered employee”.
R. 20, Ex. 12. Reich subsequently sued Ladish and the
Plan pursuant to the Employee Retirement and Income
Security Act (“ERISA”), seeking judicial review of the
Plan’s denial of disability and health insurance benefits,
and for Ladish’s breach of fiduciary duty.
   The district court granted summary judgment in favor
of the defendants. Because the Plan granted discretion
to the administrator to pay or deny claims, the district
court reviewed the Plan’s denial of Reich’s claim under
the arbitrary and capricious standard. Reich argued for
closer review because of an alleged conflict of interest be-
tween the Plan and Ladish. Because of the structure
of benefits, Ladish would have been required to fund
health insurance benefits if Reich was found entitled to
disability benefits. Reich maintained that Ladish thus
had an incentive to deny him disability benefits so that
it would not have to pay his health insurance premiums.
Because of this alleged conflict of interest, Reich urged
the district court to apply a higher level of scrutiny to
the decision denying disability benefits. The court de-
clined to apply a higher standard, finding there was no
evidence of a significant conflict.
  The court similarly declined the defendants’ invitation
to consider post hoc rationalizations for the decision to
deny benefits. At the time of the denial, Bitters relied en-
tirely on the fact that Reich did not have a favorable finding
of disability from the SSA at a time when he could be
considered a “Participant” under the Plan. The court thus
No. 01-3790                                                  5

refused to consider the Plan’s new argument that Reich’s
medical conditions did not rise to the level of a disability as
defined by the Plan. The court instead focused on whether
the Plan administrator acted arbitrarily and capriciously in
finding that Reich was not a “Participant” under the Plan
because he was not a “Covered Employee” at the time he
received a finding of disability from SSA. The court found
that the Plan administrator’s interpretation of the word
“Participant” was reasonable. The court found no conflict
between the definition of the word “Participant” in the
deferred vested retirement part of the Plan and the use of
that same word in the disability benefits part of the Plan.
The court therefore granted judgment in favor of the
defendants on Reich’s ERISA claims. The court also found
that the defendants were entitled to summary judgment on
the breach of fiduciary duty claim because Ladish was
merely trying to make a settlement offer at the time and
thus did not breach its duty. Reich appeals.


                             II.
  We review the district court’s grant of summary judg-
ment de novo. Anstett v. Eagle-Picher Indust., Inc., 203
F.3d 501, 503 (7th Cir. 2000). On appeal, Reich contends
that the Plan administrator’s decision was arbitrary and
capricious. In particular, he maintains that the plain lan-
guage of the Plan requires a finding that he was a Partici-
pant entitled to disability benefits because the company
conceded he was a Participant for the purposes of another
part of the Plan relating to deferred retirement benefits. He
also argues that the interpretation of “Participant” offered
by the defendants here defies common sense because almost
no one would be eligible for the benefit if the Plan is read as
Ladish urges. As a remedy, he asks us to grant summary
judgment in his favor or to remand to the district court
rather than remanding to the Plan administrator.
6                                                  No. 01-3790

  We begin by turning to the many inter-related terms
of the Plan. Reich primarily seeks Disability retirement
benefits. If he is entitled to Disability retirement benefits,
Ladish concedes he is also entitled to health insurance
coverage. The Plan determines his eligibility for Disabil-
ity retirement benefits:
      Eligibility. A Participant who attains his Disability
      Retirement Date shall be eligible to receive a Disabil-
      ity retirement benefit under the Plan, in accordance
      with and subject to the provisions of the Plan.
R. 20, Pension Plan, ¶ 4.3(a). With its many defined terms,
this provision raises more questions than answers and
we must turn to other parts of the Plan for definitions of
these terms:
      The term “Participant” means any Covered Employee
      who has met the eligibility requirements of the Plan
      to become a Participant, as set forth in Section 3 hereof.
R.20, Pension Plan, ¶ 2.1(l). In turn:
      The term “Employee” means any person employed by
      the Company or an Affiliate. The term “Covered Em-
      ployee” means any hourly rated Employee who is em-
      ployed by the Company and who is covered by the
      collective bargaining agreement between the Com-
      pany and International Association of Machinists and
      Aerospace Workers, Local #1862, Cudahy, Wisconsin.
R.20, Pension Plan, ¶ 2.1(i).
    “Disability Retirement Date” means for a Participant
    whose Continuous Service terminates on or after he
    has attained his Disability Retirement Age because of
    his Disability, the first day of the calendar month coinci-
    dent with or next following the later to occur of the date
    which is:
No. 01-3790                                                7

        (i) six months after the date the Disability was
            incurred or
        (ii) the date application for a Disability retirement
             benefit is made.
R. 20, Pension Plan, ¶ 2.1(o)(3). The provision defining the
term “Continuous Service” covers two single-spaced pages
in the Plan and, like the rest of the Plan, is not a model
of clarity. R. 20, Pension Plan, ¶ 3.5.
  On close review, however, the definition of the term “Con-
tinuous Service” is not dispositive in resolving Reich’s
case. Unlike the Plan, Reich’s argument is remarkably sim-
ple. Reich contends that when the Plan defines a term, that
term must be interpreted consistently throughout the Plan.
In particular, Reich urges us to find that the word “Partici-
pant” must be given a consistent meaning throughout the
Plan. If an employee is a Participant for the purposes of one
benefit, Reich argues, the Plan administrator is obliged to
consider the employee a Participant for all other benefits as
well.
  The defendants have conceded that Reich is entitled to
“Deferred Vested Retirement Benefits.” Recall that in
the letter where Bitters told Reich he was not entitled to
Disability retirement benefits, Bitters concluded that,
nonetheless, “your rights to a deferred vested pension at
age 60 remain in force.” R. 20, Ex. 7. On appeal, the de-
fendants have continued to agree that Reich is entitled
to his Deferred Vested Retirement Benefits even though
he will not reach age 60 until several years after his em-
ployment ended. The Plan defines eligibility for De-
ferred Vested Retirement Benefits in a manner remark-
ably parallel to the eligibility for Disability retirement
benefits:
    Eligibility. A Participant who attains his Deferred
    Vested Retirement Date shall be eligible to receive
8                                                    No. 01-3790

    a deferred vested retirement benefit under the Plan,
    in accordance with and subject to the provisions of
    the Plan.
R. 20, Pension Plan, ¶4.4(a). In fact, the only difference
between this provision and the eligibility paragraph for
Disability retirement benefits is the label for the type
of benefit and the label for the date on which a Partici-
pant becomes eligible. The defendants concede that for
the purposes of the Deferred Vested Retirement Plan,
Reich is a Participant even though he will not be an em-
ployee at the time he meets all of the conditions for eligibil-
ity for the benefit. That is, Reich will not attain the age of
60 until after the termination of his employment with
Ladish. He has met the eligibility requirements for deferred
vested retirement benefits in every other respect. Similarly,
in the case of the Disability retirement benefits, Reich did
not receive his favorable ruling from the SSA while he was
still employed, but had fulfilled every other requirement for
eligibility (e.g., he had been employed for a period of at
least fifteen years and was disabled) while he was employed
by Ladish.1


1
   Ladish now claims that Reich did not meet every other criteria
while he was employed by Ladish. In particular, Ladish argues
that Reich was not disabled under the terms of the Plan during
that time. Ladish’s claim comes too late. The company may not
litigate its case in piecemeal fashion. Ladish was required to give
Reich every reason for its denial of benefits at the time of the
denial. See Perlman v. Swiss Bank Corp. Comprehensive Disabil-
ity Protection Plan, 195 F.3d 975, 981-82 (7th Cir. 1999) (under
the arbitrary and capricious standard, our review is limited to
the administrative record, and we may not later consider the
mental processes of the plan administrator); 29 U.S.C. § 1133
(requiring every employee benefit plan to provide adequate
notice in writing to any employee whose claim for benefits has
been denied, setting forth the specific reasons for the denial). See
                                                      (continued...)
No. 01-3790                                                    9

  Although Reich argued below that the court should re-
view the administrator’s decision with some rule more
stringent than the arbitrary and capricious standard, he
concedes on appeal that we need only decide whether the
administrator’s decision was arbitrary and capricious. See
Hightshue v. AIG Life Ins. Co., 135 F.3d 1144, 1147 (7th
Cir. 1998); Mers v. Marriott International Group Acciden-
tal Death and Dismemberment Plan, 144 F.3d 1014, 1020
(7th Cir. 1998) (ERISA claimant must establish actual
conflict of interest in order to show bias and justify higher
standard of review). We will therefore reverse only if
the administrator’s decision was clearly unreasonable.
Hightshue, 135 F.3d at 1147. According to Ladish’s defini-
tion of Participant, in addition to reaching his fifteenth
year of employment and becoming disabled while
employed, Reich was required to receive a finding of disabil-
ity from the SSA while he was still employed. Ladish in-
sists on this interpretation even though it did not re-
quire Reich or any other employee to reach age 60 while
still an employee in order to receive deferred vested re-
tirement benefits under an identically worded provision.
We expressed our concern at oral argument that the Dis-
ability retirement benefit is illusory under this defini-
tion because the company is free to terminate a disabled
employee long before he or she completes the lengthy
process of receiving a finding of disability from the SSA.
Ladish dismissed this concern by explaining that it has


1
  (...continued)
also Vega v. National Life Ins. Services, Inc., 188 F.3d 287, 302
n.13 (5th Cir. 1999) (allowing administrator to supplement the
record results in a case oscillating between the courts and the
administrative process, prolonging the litigation of a relatively
small matter that is best resolved quickly). It may not add new
reasons as the litigation proceeds. This inefficiency would waste
judicial resources.
10                                               No. 01-3790

provided this benefit to 156 disability retirees, each of
whom were still employees of Ladish when they met all of
the requirements for receiving the benefit. Presumably
this means that Ladish was willing to keep these employ-
ees on extended medical leave while they pursued a find-
ing of disability from the SSA. Nothing in the Plan re-
quired them to do so, however, and as was shown in
Reich’s case, the company was able to arbitrarily deny a
particular employee disability benefits by terminating
him rather than granting extended medical leave while
he pursued Social Security disability benefits.
   Nonetheless, Ladish maintains that Reich is entitled
to deferred vested retirement benefits even though the
Plan requires him to be a Participant at the time he qual-
ifies for the benefit. Both parties agree that Reich must be
sixty years old to be eligible for this benefit and that he was
terminated while still in his early fifties. This concession
undercuts every other argument by Ladish regarding the
interpretation of the term “Participant.” If a break in ser-
vice is not relevant to Reich’s status as a Participant for
deferred vested retirement benefits, for example, it is not
relevant to his status as a Participant for Disability Re-
tirement benefits. Ladish has no explanation for treating
identically worded provisions differently.
  Once a term has been defined by the Plan and interpreted
by the administrator to have a particular meaning, the
administrator may not change the meaning when the
term is used in a different part of the Plan without any
basis in the Plan or in ERISA to do so. This is the very
definition of arbitrary and capricious. Ladish has not of-
fered a single reason, either in its brief or at oral argument,
to give two different meanings to the word “Participant” in
two different parts of the Plan. Having conceded that Reich
is a Participant for the purposes of the deferred vested
retirement benefits, the Plan may not argue that he is not
a Participant for the purposes of Disability retirement
No. 01-3790                                               11

benefits. Such a decision is therefore clearly unreasonable,
and cannot stand. Because Ladish’s sole reason for the
denial of benefits rests on an unreasonable interpretation
of the Plan, Reich is entitled to summary judgment.
   That brings us to the question of a remedy. We have
now found that Reich is a Participant and meets all
other criteria for Disability retirement benefits. The par-
ties do not disagree about the mechanical calculation of the
amount of benefits due, although the district court made no
finding as to the amount. The Plan provides that Reich is
entitled to Disability benefits beginning on the date of the
SSA determination of disability. The parties agree that the
appropriate date is April 2, 1998, and that Reich is not
entitled to accrued benefits before that date even though
the SSA’s decision was retroactive to August 22, 1994.
Reich is also entitled to health insurance benefits because
Ladish concedes that an employee who is entitled to Dis-
ability retirement benefits is also entitled to health insur-
ance under the Plan. The district court did not reach the
amount of damages for health insurance benefits because
it declined to find Reich eligible for Disability retirement
benefits. A finding must therefore be made for this amount
as well. Remand to the Plan administrator would serve no
purpose here when all that remains to be accomplished is
a mechanical calculation of the amount of benefits due. See
Hess v. Hartford Life & Accident Ins. Co., 274 F.3d 456, 464
(7th Cir. 2001). We therefore reverse the judgment and
remand to the district court for the purpose of enter-
ing judgment in favor of Reich in the appropriate dollar
amount.
                                REVERSED   AND   REMANDED.
12                                        No. 01-3790

A true Copy:
      Teste:

                    ________________________________
                    Clerk of the United States Court of
                      Appeals for the Seventh Circuit




               USCA-02-C-0072—10-7-02
