                    United States Court of Appeals
                            FOR THE EIGHTH CIRCUIT
                               ________________

                                  No. 06-2285
                               ________________

                                         *
Administrative Committee of the          *
Wal-Mart Stores, Inc. Associates'        *
Health and Welfare Plan,                 *      Appeal from the United States
                                         *      District Court for the
            Appellant,                   *      Western District of Arkansas.
                                         *
      v.                                 *             [PUBLISHED]
                                         *
Nancy Lynn Gamboa; Baudelio              *
Jose Gamboa; Wendy Aurora                *
Gamboa; Lucas Tizoe Gamboa,              *
                                         *
            Appellees.                   *

                               ________________

                              Submitted: November 15, 2006
                                  Filed: March 7, 2007
                               ________________

Before RILEY, HANSEN, and SMITH, Circuit Judges.
                          ________________

HANSEN, Circuit Judge.

     The Administrative Committee of the Wal-Mart Stores, Inc. Associates' Health
and Welfare Plan ("the Administrative Committee") appeals the district court's grant
of summary judgment to the Gamboas, refusing to enforce a reimbursement provision
in Wal-Mart's health benefits plan. We reverse and remand for further proceedings.

                                         I.

       For the benefit of its employees and their dependents, Wal-Mart established and
maintains a self-funded, ERISA-covered health and welfare plan ("the Plan"). The
Plan is governed by the Wal-Mart Stores, Inc. Associates' Health and Welfare Plan
Wrap Document ("the Plan Wrap Document"), amended and restated on January 1,
2001. That document defines the Plan as the Plan Wrap Document plus "each Welfare
Program incorporated hereunder by reference," and a "Welfare Program" is a "written
arrangement . . . incorporated into this Plan by identification in Appendix A."
(Appellant's App. at 195.) Appendix A references a welfare program entitled, "Wal-
Mart Associates' Group Health Plan." Health benefits are provided to Wal-Mart
associates and their beneficiaries as listed in the Associate Benefits Book, which is
distributed to employees. The Plan Wrap Document expressly provides the
Administrative Committee, as the plan administrator, with complete discretion to
interpret the Plan provisions. (Id. at 198.)

       In 2002, while Nancy Gamboa was a Wal-Mart employee covered under the
Plan, a drunk driver collided with the Gamboas' car, causing serious injuries to Nancy
and her family. Her husband, Jose, is now permanently disabled as a result of injuries
sustained in the accident. Pursuant to the benefits listed in the 2002 Associate
Benefits Book, subtitled, "Summary Plan Description," the Administrative Committee
paid health care benefits totaling $177,136 on Jose's behalf. The Gamboas filed a
dram shop action for damages, and in December 2004, Nancy, Wendy, and Lucas
Gamboa all settled their individual claims against the tortfeasor for a total of $1
million. In consideration for the settlement proceeds paid to those family members,
Jose executed a written release of his claims arising from the accident.



                                         -2-
       The Administrative Committee sought reimbursement from the settlement
proceeds for the benefits it had paid on behalf of Jose, relying on a provision in the
Associate Benefits Book that gives the Plan the right to "recover or subrogate 100
percent of the benefits paid or to be paid by the Plan for covered persons" where there
has been a "judgment, settlement or payment made or to be made, because of an
accident." (Id. at 189.) The Associate Benefits Book also obligates covered persons
"to cooperate in order to guarantee reimbursement to the Plan." (Id.) The Gamboas
refused to reimburse the Plan out of the settlement proceeds, asserting that Jose's
written release rendered the settlement proceeds solely for the benefit of his wife and
children. The Administrative Committee rejected this argument, asserting that the
Associate Benefits Book clearly creates a right of reimbursement whenever settlement
proceeds are paid "because of an accident," as occurred in this case.

        The Administrative Committee filed suit in federal court seeking equitable
relief to enforce its right of reimbursement as set forth in the Plan. See 29 U.S.C. §
1132(a)(3)(B)(ii) (authorizing a participant, beneficiary, or fiduciary to file a civil
action to obtain appropriate equitable relief in order to enforce any provision of
ERISA or the terms of a plan); see also Admin. Comm. of Wal-Mart v. Varco, 338
F.3d 680, 686-88 (7th Cir. 2003) (holding the court had subject matter jurisdiction
over Committee's claim for restitution out of a participant's recovery of damages in
state court), cert. denied, 542 U.S. 945 (2004). The Gamboas continued to assert
Jose's release of any claim to the settlement proceeds as a bar to reimbursement.
Additionally, the Gamboas claimed for the first time that the reimbursement provision
was not officially part of the Plan because it was found only in the Associate Benefits
Book, not in the formal Plan Wrap Document. The Administrative Committee issued
a letter setting forth its interpretation that the terms of the group health plan are
contained in both the Plan Wrap Document and the medical section of the Associate
Benefits Book, which includes not only the participant's right to payment of benefits
but the corresponding obligation to reimburse the Plan for judgments or settlements
obtained because of an accident.

                                          -3-
        The district court refused to enforce the Administrative Committee's decision
to seek reimbursement as provided in the Associate Benefits Book. The district court
concluded that the Associate Benefits Book did not fit within the Plan Wrap
Document's definition of a Welfare Program, and thus, the Committee's decision to
treat it as a plan document was contrary to the plain language of the Plan Wrap
Document. The court granted summary judgment to the Gamboas and dismissed the
case with prejudice. The Administrative Committee appeals, arguing that the district
court erred in not deferring to its reasonable interpretation of the Plan.

                                           II.

       We review the grant of summary judgment de novo, using the same standard
as the district court, and we view the evidence in the light most favorable to the
nonmoving party. See Alliant Techsystems, Inc. v. Marks, 465 F.3d 864, 867 (8th
Cir. 2006). Summary judgment is appropriate if the evidence of record demonstrates
"that there is no genuine issue as to any material fact and that the moving party is
entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c). The Plan Wrap
Document gives the Administrative Committee, as the plan administrator, complete
discretion to interpret the terms of the Plan. Accordingly, we are limited to reviewing
the Administrative Committee's interpretation of the Plan for an abuse of discretion.
See Kennedy v. Ga. Pac. Corp., 31 F.3d 606, 609 (8th Cir. 1994) (stating, "[w]e
review de novo the district court's application of the abuse of discretion standard" to
a plan administrator's interpretation of an employee benefit plan). Where the plan
administrator offers a reasonable interpretation of a plan, the district court should not
substitute a different, though also reasonable, interpretation that could have been
made. See Clapp v. Citibank, N.A. Disability Plan (501), 262 F.3d 820, 828 (8th Cir.
2001); Cash v. Wal-Mart Group Health Plan, 107 F.3d 637, 641 (8th Cir. 1997). "In
applying an abuse of discretion standard, we must affirm if a reasonable person could
have reached a similar decision, given the evidence before him, not that a reasonable



                                           -4-
person would have reached that decision." Groves v. Metro. Life Ins. Co., 438 F.3d
872, 875 (8th Cir. 2006) (internal quotation marks omitted).

       "We look to the law of trusts when interpreting ERISA plan documents."
Hughes v. 3M Retiree Med. Plan, 281 F.3d 786, 790 (8th Cir. 2002). We interpret the
terms of a written arrangement by considering "'the provisions of the instrument as
interpreted in light of all the circumstances and such other evidence of the intention
of the settlor with respect to the trust as is not inadmissible.'" Id. (quoting Firestone
Tire & Rubber Co. v. Bruch, 489 U.S. 101, 112 (1989)). We thus begin with the
language of the Plan. An interpretation that conflicts with the plain language of a
health and welfare plan is an abuse of discretion, see Erven v. Blandin Paper Co., 473
F.3d 903, 909 (8th Cir. 2007), but identifying "the plan" is not always a clear-cut task.
"[O]ften the terms of an ERISA plan must be inferred from a series of documents none
clearly labeled as 'the plan.'" Health Cost Controls of Ill. v. Washington, 187 F.3d
703, 712 (7th Cir. 1999), cert. denied, 528 U.S. 1136 (2000). Unfortunately, "[t]his
kind of confusion is all too common in ERISA land." Id. Where a plan contains
uncertain terms, this court will not disturb the plan administrator's interpretation of the
plan, as long as it is reasonable. Riddell v. Unum Life Ins. Co. of Am., 457 F.3d 861,
864-65 (8th Cir. 2006). Our reasonableness review of a plan administrator's
interpretation is informed by the Finley factors, see Finley v. Special Agents Mut.
Benefits Ass'n, 957 F.2d 617, 621 (8th Cir. 1992), which guide us to consider whether
the interpretation contradicts the plan's clear language, whether the interpretation
renders any plan language internally inconsistent or meaningless, whether the
administrator has interpreted the words at issue consistently, whether the
interpretation is consistent with the plan's goals, and whether the interpretation
conflicts with any substantive or procedural requirements of ERISA. Riddell, 457
F.3d at 864.

       On the face of the Plan Wrap Document, Wal-Mart appears to have attempted
to eliminate ERISA land confusion in identifying the plan documents. The Plan Wrap

                                            -5-
Document provides the governing structure of the overall Plan and describes the
general procedures for determining participation, funding, administration, and claims
under each individual welfare program to be established by the employer. It provides
that the Plan consists of the Plan Wrap Document, together with each individual
"Welfare Program" established by the employer. The Plan Wrap Document defines
welfare program in relevant part as follows:

      "Welfare Program" means a written arrangement that is offered by one
      or more Employers and incorporated into this Plan by identification in
      Appendix A and which provides any employee benefit that would be
      treated as an "employee welfare benefit plan" under Section 3(1) of
      ERISA if offered separately. . . . For purposes of this Plan, only the
      terms of the formal plan document of each such arrangement [are]
      incorporated herein. Where no separate formal plan document exists, the
      plan document shall consist of any applicable insurance policy or
      contract and the applicable description of such benefits contained in the
      Associate Benefits Book, as modified from time to time, to the extent
      consistent with any applicable insurance policy or contract.

(Appellant's App. at 195-96.) The first welfare program listed in Appendix A is the
"Wal-Mart Associates' Group Health Plan."

       The district court reasoned that the plain language of the Plan Wrap Document
requires a welfare program to be established by either (1) a formal written
arrangement listed by name in Appendix A, or (2) where there is no formal document,
an applicable insurance contract or policy, plus its description in the Associate
Benefits Book. The district court reasoned that the reimbursement provision is not
part of the Plan because it exists only in the Associate Benefits Book, which is a
summary plan description not specifically listed as a welfare program in Appendix A,
and it does not accompany an applicable insurance policy or contract. The district
court adopted the reasoning set forth in Cossey v. Assocs.' Health and Welfare Plan,
363 F. Supp. 2d 1115, 1130-36 (E.D. Ark. 2005), and in that court's denial of

                                         -6-
reconsideration, No. 4:02CV661, 2005 WL 3133500 (E.D. Ark. Nov. 21, 2005)
(analyzing the same Wal-Mart plan provisions and concluding that the Associate
Benefits Book, a summary plan description, is not a formal plan document because it
was not specifically listed in Appendix A and it could not be deemed a plan document
because it did not accompany an insurance policy) (unpublished). The district court
thus concluded that the Administrative Committee's decision to treat the Associate
Benefits Book, which contains the reimbursement provision, as a plan document was
unreasonable because it was contrary to the plain language of the Plan Wrap
Document.

       We agree with the district court to the extent it concludes that the Associate
Benefits Book does not accompany any applicable insurance policy for purposes of
this case. Thus, the alternate definition of "Welfare Program" (that is, where no
formal document exists but there is an insurance contract, the contract and its
description in the Associate Benefits Book comprise the plan documents) is of no
avail here where there is no applicable insurance contract. In this case, the Plan did
not provide benefits to Jose pursuant to an insurance contract, but pursuant to the
terms set forth in a self-funded written arrangement.

       We respectfully disagree, however, with the district court's remaining plain
language analysis. The plain language of the Plan defining a welfare program as a
written arrangement, requires the written arrangement to be incorporated by
identification in Appendix A. The first welfare program listed in Appendix A, and the
only group health plan listed, is entitled the "Wal-Mart Associates' Group Health
Plan." Uncertainty arises because there is no written arrangement bearing this name.
In fact, there appears to be no formal written arrangement purporting to be a group
health plan, yet group health benefits were paid and are not disputed. This situation
presents a latent ambiguity regarding the terms of the group health plan. See Miller
v. Taylor Insulation Co., 39 F.3d 755, 760 (7th Cir. 1994) (noting the doctrine of
latent ambiguity applies in the ERISA context). "A latent ambiguity arises when the

                                         -7-
contract on its face appears clear and unambiguous, but collateral facts exist that make
the contract's meaning uncertain." Connect Commc'ns v. Sw. Bell, 467 F.3d 703, 709
(8th Cir. 2006) (internal marks and alteration omitted). In the face of a latent
ambiguity, the dispute cannot be resolved by reference to the apparently plain
language of the document. We must consider all of the factors listed in Finley.

        While not controlling in this circumstance due to the latent ambiguity, the plain
language of the Plan Wrap Document does reference a group health plan in Appendix
A. It is undisputed that the Plan Wrap Document does not itself provide any
substantive health benefits, but that Jose received group health plan benefits pursuant
to the Associate Benefits Book, which is a written arrangement and the only existing
source of group health benefits. The Administrative Committee's interpretation
deeming the Associate Benefits Book to be a plan document is therefore consistent
with the Plan Wrap Document's assertion in Appendix A that a group health plan
exists.

       This interpretation is also consistent with the requirements of ERISA. Absent
a written arrangement specifying how benefits are to be paid, no ERISA welfare plan
exists. See 29 U.S.C. § 1102(b)(4) (requiring an employee benefit plan to specify the
basis on which payments are made to and from the plan). The group health benefits
were provided as specified in the Associate Benefits Book, which informs the
participants that portions of the book serve as part of the official plan document for
the Plan. To hold that the only document providing health benefits is not a plan
document would be to inappropriately permit an employer to "avoid the written
instrument requirement by treating this written document describing employee
benefits as merely a summary of a plan that is nowhere else in writing." Feifer v.
Prudential Ins. Co. of Am., 306 F.3d 1202, 1208 (2d Cir. 2002). ERISA requires a
written arrangement, and no other document exists by which group health benefits are
provided. In this situation, the Administrative Committee's interpretation is consistent
with the requirements of ERISA. It would be nonsensical to conclude that the plain

                                           -8-
language of the Plan requires an interpretation that renders no plan at all under the
terms of ERISA.

       In our opinion, the label of summary plan description on the Associate Benefits
Book is not dispositive. The Plan Wrap Document contemplates a formal plan
document, stating, "only the terms of the formal plan document of each such
arrangement [are] incorporated herein." (Appellant's App. at 196.) But this case
presents a circumstance where there is a welfare program specified but no formal
document with the same label, and no source of benefits exists aside from the written
Associate Benefits Book. Where no other source of benefits exists, the summary plan
description is the formal plan document, regardless of its label. See Feifer, 306 F.3d
at 1208-09 (rejecting the notion that the program summary was "a non-plan during the
period when it was the only written document describing benefits"). This conclusion
is consistent with our prior interpretation of ERISA plans. We have often noted that
"[s]ummary plan descriptions are considered part of the ERISA plan document."
Hughes, 281 F.3d at 790; Barker v. Ceridian Corp., 122 F.3d 628, 633 (8th Cir. 1997);
Jensen v. SIPCO, Inc., 38 F.3d 945, 949 (8th Cir. 1994), cert. denied, 514 U.S. 1050
(1995). "An important objective of ERISA was to mandate disclosure to employees,"
and we have held that the terms of a summary plan description prevail even if they
conflict with the provisions of a formal plan because of the importance of disclosing
accurate information to employees. Hughes, 281 F.3d at 790. No such conflict exists
here because the medical section of the Associate Benefits Book is the only benefit-
defining document, and it fulfilled ERISA's disclosure requirements by disclosing
both the benefits of the group health plan as well as the participants' corresponding
obligation to reimburse the Plan where a judgment or settlement is received on
account of an accident.

       Thus, regardless of its label as a summary plan description, if a dispute had
arisen over the amount of benefits due, the Administrative Committee would no doubt
have been bound to provide benefits in accordance with this document. See Groves,

                                         -9-
438 F.3d at 874 n.2 (noting "[t]he district court did not abuse its discretion in using
the Plan booklet to evaluate the Plan terms" in a suit challenging the denial of
benefits). Having received medical benefits in accordance with the Associate Benefits
Book, we will not permit a participant to deny the corresponding responsibilities and
obligations that are clearly imposed on the participant in the same document – what
is good for the goose is good for the gander. See Health Cost Controls, 187 F.3d at
712 ("[H]aving obtained benefits in accordance with the latter agreement, it ill
behooves Washington to turn around and deny that the agreement is the authoritative
plan document.") We agree with the reasoning articulated by the Seventh Circuit in
Health Cost Controls:

       Just as the employee welfare plan would be estopped to set up "the plan
      itself" as a defense to a claim for benefits if [the participant] had
      reasonably relied on the language of the summary plan description, so
      she is estopped to repudiate the plan document on the basis of which she
      obtained her full benefits, which she wishes to retain.

Id.

     Additionally, there is no language in the Plan Wrap Document with which the
reimbursement provision of the Associate Benefits Book is internally inconsistent.1
The Gamboas assert that the Plan Wrap Document limits the Administrative
Committee's powers to correcting errors (Appellant's App. at 199, Plan Wrap
Document § 4.2 (c)(12)), and argue that requiring the reimbursement of benefits that

      1
         We note that some circuits have dealt with this Plan and concluded that the
Administrative Committee's right to reimbursement is a clear and unambiguous part
of the Plan. See, e.g., Admin. Comm. of Wal-Mart Assocs. Health and Welfare Plan
v. Willard, 393 F.3d 1119, 1122-24 (10th Cir. 2004); Varco, 338 F.3d at 687. The
focus of those cases, however, was on the clarity of the reimbursement provision
itself, not precisely the question of whether the Associate Benefits Book is a plan
document. Accordingly, those cases are not dispositive of the issue before us.


                                         -10-
were properly paid would be contrary to this language. We disagree. The section they
reference preserves "without limitation" the Administrative Committee's right to make
equitable adjustments for mistakes made in administering the plan and to recover
erroneous overpayments in whatever manner the Committee deems appropriate.
Further, the same section provides that the Administrative Committee also has "[s]uch
other duties or powers provided in a Welfare Program." (Id. at § 4.2(c)(14).) Because
a group health plan is identified in Appendix A as a welfare program, and the
Administrative Committee reasonably construed the Associate Benefits Book as a plan
document for the group health plan, there is no question that the Administrative
Committee has the power to seek reimbursement in appropriate circumstances as
provided in the Associate Benefits Book. This interpretation is also consistent with
the goals of the Plan itself. A self-funded plan generally has limited resources, and
the right of reimbursement or subrogation in certain instances "is an extremely
important tool for maintaining the financial viability of such plans." Paris v. Iron
Workers Trust Fund, No. 99-1558, 2000 WL 384036 at *3 (4th Cir.) (unpublished),
cert. denied, 531 F.3d 875 (2000).

    Our consideration of the Finley factors convinces us that the Administrative
Committee's interpretation was reasonable and not an abuse of discretion.

       Finally, while the Associate Benefits Book requires reimbursement of benefits
in certain circumstances, the district court never resolved the Gamboas' assertion that
reimbursement is not permitted because of Jose's written release, and this issue was
not briefed on appeal. Consequently, on remand, the district court is directed to
address and rule upon the effect, if any, of Jose's written release, as well as any other
remaining affirmative defenses.




                                          -11-
                                          III.

       We reverse the judgment of the district court and remand for consideration by
the district court in the first instance of any remaining affirmative defenses, including
the effect of Jose's written release, and for such further proceedings as are necessary
to conclude the litigation in the district court.
                           ______________________________




                                          -12-
