File Name: 13a0059n.06
                NOT RECOMMENDED FOR FULL-TEXT PUBLICATION

                                           No. 12-3190
                                                                                          FILED
                          UNITED STATES COURT OF APPEALS                              Jan 11, 2013
                               FOR THE SIXTH CIRCUIT                            DEBORAH S. HUNT, Clerk
LISA WOODEN,                                            )
                                                        )
       Plaintiff-Appellant,                             )
                                                        )
v.                                                      )   ON APPEAL FROM THE UNITED
                                                        )   STATES DISTRICT COURT FOR
ALCOA, INC.; AETNA CORPORATION                          )   THE NORTHERN DISTRICT OF
                                                        )   OHIO
       Defendants-Appellees.                            )


Before:        KEITH, CLAY, and ROGERS, Circuit Judges.

       DAMON J. KEITH, Circuit Judge. This appeal involves the Employment Retirement

Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et. seq. Plaintiff Lisa Wooden was a

beneficiary under a disability benefits plan administered by Alcoa, Inc. (“Alcoa”) and Aetna

Corporation (“Aetna”). Following the termination of her benefits, Wooden brought an ERISA claim

in district court. Defendants counterclaimed for reimbursement of an alleged overpayment of

benefits. Wooden appeals three issues: 1) the district court’s denial of her motion to amend her

complaint for class action certification, 2) the district court’s holding that the termination of her

benefits was not arbitrary and capricious, and 3) the district court’s grant of summary judgment on

Defendants’ counterclaim for reimbursement of an alleged overpayment of benefits. For the

following reasons, we AFFIRM the district court’s judgment.
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 2

                                        FACTUAL BACKGROUND

       Alcoa is a producer of aluminum products. Wooden was a production technician for Alcoa,

loading parts and repairing machines. She enrolled in Alcoa’s employment benefits plan (the

“Plan”), which included long-term disability (“LTD”) coverage. As plan administrator, Alcoa has

the obligation to pay benefits and “has the discretionary authority to determine eligibility under all

provisions of the plans.” Alcoa also has authority to appoint third-party representatives as claims

administrators and did so in this case. Alcoa delegated the initial review and processing of LTD

claims to Aetna.1

       Terms of the Plan

       The terms of the Plan are memorialized in a policy document and in the Summary Plan

Description (“SPD”), an explanation of the policy written in lay terms. The Plan entitled Wooden

to LTD benefits if she were to become “totally disabled” as defined by the terms of the Plan. For

the first two years of disability, the Plan provides that “totally disabled” means being unable to

“perform each of the material duties of [her] regular job” (the “own occupation standard”). R. 38-3,

Page ID 1020. After the first two years, “totally disabled” means being unable to “perform each of

the material duties of any gainful occupation for which [she is] reasonably suited by training,

education, or experience” (the “any occupation standard”). R. 38-3, Page ID 1020.

       Obtaining and Maintaining Benefits Under the Plan

           When claimants apply for LTD benefits, the Plan also requires that they apply for Social

Security disability benefits (“SS benefits”). If successfully obtained, LTD benefits are reduced in


       1
           Alcoa’s payments to Aetna are not dependent on whether it grants or denies claims.
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 3

proportion to the amount received from Social Security. Moreover, if SS benefits, or “benefits from

any other source,” are paid retroactively, claimants must repay the Plan “any overpayment of

disability benefits.” R. 38-3, Page ID 1012. Alcoa reserves the right to require claimants to undergo

periodic medical examinations to prove continued disability.

        If LTD benefits are denied or terminated, the Plan provides for two levels of appeal. Aetna

hears the first appeal. The second and final appeal is heard and decided by an internal Alcoa body

called the Benefits Appeals Committee (“BAC”). The BAC consists of five current Alcoa

employees. Although participants in the Plan, they do not participate in Plan administration and are

uncompensated for their role as committee members.

        The Initial Termination and Reinstatement of Plaintiff’s Disability Benefits

        Wooden ceased working for Alcoa on August 1, 2003, due to back pain. Her pain limited

her ability to use her hands, sit for prolonged periods of time, stoop, bend, reach, and squat. On

February 7, 2004, Plaintiff began receiving LTD benefits under the Plan’s “own occupation”

standard. She began seeing various doctors, including Dr. Gregory Thomas, who mostly treated her

with ever-increasing doses of medication. Wooden also applied for SS benefits as the Plan requires.

Her SS application was initially denied, and she requested a hearing.                        In August 2005,

Broadspire—the third-party claims administrator at the time—initiated a review of Plaintiff’s

medical records to determine whether she was still eligible for benefits.2 Broadspire found she was




        2
          Alcoa originally used Broadspire in order to review LTD claims. In 2007, Broadspire’s business was taken
over by Aetna.
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 4

not eligible and terminated her benefits on October 24, 2005. Wooden initiated a first-level appeal

with Broadspire.

       On February 17, 2006, Wooden appeared for her Social Security hearing. The administrative

law judge found that she was totally disabled according to the Social Security Administration’s

(SSA) standard and that she was entitled to SS benefits, retroactive to January 1, 2004. Wooden’s

appeal with Broadspire was also successful, and her LTD benefits were reinstated in April 2006.

       Wooden continued to see Dr. Thomas throughout 2006. In June, he reported that it was “hard

. . . to imagine why [Wooden was] so symptomatic.” R. 36-4, Page ID 633. By August, Dr. Thomas

stated, “Neurologically I don’t find her very impressive. . . . All we have is a subjective complaint

of pain, pain and more pain.” R. 36-4, Page ID 636.

       Plaintiff’s Alleged Overpayment

       In September 2006, Broadspire sent Wooden a letter explaining that it had received notice

of her SS benefits. The letter stated that the retroactive payments had resulted in an overpayment

that needed to be returned to the Plan.

       Final Termination of Plaintiff’s Benefits

       In April 2007, Broadspire began a new examination of Wooden’s continued eligibility for

LTD benefits. It hired Dr. Steven Sokoloski, an orthopedic surgeon, to examine Plaintiff. He

diagnosed her with chronic thoracic spine pain, but ultimately concluded that Wooden was capable

of sedentary work with restrictions. Dr. Sokoloski also observed: (1) cogwheeling—indicating

Wooden did not use her full effort during the examination; and (2) Waddell signs—indicating that

at least some of her pain had no identifiable physical cause.
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 5

       Broadspire conducted an employability assessment and a labor market survey in early 2008.

The assessments concluded that Plaintiff had the capacity to work at a number of locally available

jobs, each with a wage exceeding her benefit. At this time, Aetna took over the investigation of

Wooden’s disability claim, and it terminated her LTD benefits on April 30, 2008.

       Plaintiff’s Appeal Under the Plan

       Wooden initiated her first-level appeal to Aetna in October 2008. In support of her appeal,

Plaintiff consulted Dr. Michael Riethmiller. Dr. Riethmiller concluded that Wooden was totally

disabled due to the side effects of her medication which limited her cognitive abilities—specifically,

drowsiness and memory impairment.

       Aetna gathered all of Wooden’s medical records and sent them to three experts for review.

Dr. Lawrence Burstein, a psychologist, found no evidence in the record that any measurement was

taken of Wooden’s cognitive ability. He questioned Dr. Riethmiller’s report because it was based

solely on Plaintiff’s subjective complaints. Dr. Andrew Goldberg, an anesthesiologist, questioned

Dr. Reithmiller’s conclusion that Wooden’s cognitive problems were due to her medication because

Wooden had “been on high dose narcotics since 2003 without any prior issues of cognitive

impairment.” R.37-2, Page ID 738–45. Dr. Vaughn Cohan, a neurologist, was skeptical of Dr.

Riethmiller because he relied “to a significant degree on the claimant’s report that she has difficulty

with memory, attention, and concentration despite the fact that there was no evidence that this was

tested by Dr. Riethmiller.” R. 37-2, Page ID 751.
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 6

       Aetna upheld its decision to terminate Wooden’s LTD benefits and notified her in March

2009. The letter noted her favorable disability determination from the SSA, stating that the SSA’s

finding of disability “did not support” the continuance of benefits. R. 37-1, Page ID 764.

       Wooden filed her final appeal under the Plan to Alcoa who, through the BAC, ordered an

additional review of her medical records. This review also concluded that Dr. Riethmiller’s

reasoning regarding Wooden’s cognitive difficulties was unsupported by the evidence in the record.

The BAC denied Wooden’s claim in November 2010.

                               PROCEDURAL BACKGROUND

       Plaintiff brought a civil action appealing the termination of her benefits against Alcoa and

Aetna in March 2011.        Defendants counterclaimed, seeking reimbursement of an alleged

overpayment of benefits. In June 2011, Wooden filed a motion to amend her complaint, seeking

class certification for an alleged breach of fiduciary duty by Alcoa. In August 2011, the motion was

denied as futile for failure to demonstrate that her action fell into one of the specified class action

categories, as is required by Federal Rule of Civil Procedure 23(b). In January 2012, the district

court affirmed the termination of Plaintiff’s benefits and granted summary judgment to Defendants

on the counterclaim.

                                            ANALYSIS

       Wooden appeals the denial of her motion to amend her complaint, the decision upholding

the termination of her benefits, and the grant of summary judgment on Defendant’s counterclaim.

We now address each of Wooden’s claims in turn.
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 7

I.      Denial of Wooden’s Motion to Amend the Complaint

        Wooden brought a motion to amend her complaint, seeking class action certification. The

district court denied the motion as futile and we affirm.

        A denial of a motion to amend a complaint is reviewed de novo. Miller v. Calhoun Cnty.,

, 817 (6th Cir. 2005). Once a responding party has been served, a complainant may

amend a complaint only by leave of the court. 

motion requested “to amend her

original complaint for a Class Action.” R. 10, Page ID 144. The district court dismissed Wooden’s

motion as futile because the motion “fail[ed] to allege any of the Rule 23(b) requirements to certify

a class of plaintiffs.” R. 24.

        Indeed, after meeting the prerequisites of Rule 23(a), a party seeking class certification must

then demonstrate that the action falls within at least one of the specified categories of Rule 23(b).

See In re Am. Med. Sys., Inc., 

, 1079 (6th Cir. 1996). Wooden’s motion was futile

because it failed to specify a 23(b) category. See 

(indicating that a motion

to amend may be denied as futile “when the proposed amendment” would not “survive a motion to

dismiss”).

II.     Alcoa’s Decision to Terminate Wooden’s Benefits

        Wooden argues that Alcoa’s decision to terminate her benefits was arbitrary and capricious

because: 1) Alcoa’s conflict of interest influenced its decision, 2) Alcoa summarily dismissed

medical evidence in support of her claim, and 3) Alcoa summarily dismissed the SSA’s

determination that she was totally disabled. While Alcoa did fail to properly address Wooden’s

favorable SSA determination, this alone is insufficient to support the relief requested.
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 8

         A.       Standard of Review

         We review de novo a district court’s ruling in an ERISA case and apply the same legal

standard as the district court. Evans v. Unum Provident Corp., 

, 875 (6th Cir. 2006).

We also review a plan administrator’s denial of ERISA benefits de novo. Moon v. Unum Provident

Corp., 

, 378 (6th Cir. 2005). However, when an ERISA plan “vests the administrator

with complete discretion in making eligibility determinations, such determinations will stand unless

they are arbitrary and capricious.” 

Plan here provides that benefits will be paid only

if the plan administrator decides in its discretion that the applicant is entitled to them, arbitrary and

capricious review is warranted.3

         The arbitrary and capricious standard is one of the least demanding forms of judicial review.

See McDonald v. W.S. Life Ins. Co., 

, 169 (6th Cir. 2003) (quoting Williams v. Int’l

Paper Co., 

, 712 (6th Cir. 2000)). So long as there is evidence in the record to support

a reasonable explanation to deny benefits, the decision is not arbitrary and capricious. 

uphold the administrator’s decision if it is the result of a deliberate, principled reasoning process

and if it is supported by substantial evidence.” Glenn v. MetLife, 

, 666 (6th Cir. 2006)

(internal quotation marks omitted). Deference notwithstanding, “our review is no mere formality.”

to W ooden’s assertion, whether Aetna, Alcoa’s designated claims administrator, has discretionary
authority under the Plan is not relevant to the standard of review we apply. Final appeals are decided by Alcoa (in the
form of the BAC). Alcoa is the plan administrator. It is the plan administrator’s decision we review. 

.
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 9

         Our review calls for a totality of the circumstances type of analysis of the decision to deny

benefits. We “take account of several different considerations” and any one factor’s significance

“depend[s] upon the tiebreaking factor’s inherent or case-specific importance.” Metro. Life Ins. Co.

v. Glenn, 

, 117 (2008). One of the factors we consider is the conflict of interest that

results when the plan administrator not only pays benefits to employees, but also determines who

is eligible to receive benefits. 

. Additionally, “we are required to review the

quality and quantity of the medical evidence and the opinions on both sides of the issues.” 

marks omitted). Finally, we are also entitled to “factor in the plan administrator’s

failure to give consideration to the Social Security Administration’s determination that [a claimant]

was totally disabled.” 

of these factors reveals that, although Alcoa failed to give due

consideration to the SSA’s disability determination, its overall decision to terminate benefits was not

arbitrary and capricious.

         B.       Analysis

                  Conflict of Interest

         Wooden claims that Alcoa’s conflict of interest improperly influenced its decision to

terminate her benefits. While a conflict of interest does exist here, it does not weigh in favor of

concluding that Alcoa’s decision was arbitrary and capricious.4 “[T]he significance of [a conflict




        4
          Contrary to Alcoa’s assertions that there is no conflict of interest, one exists here because Alcoa funds LTD
payments and determines eligibility for payments, even though the claims are administered through Aetna. See Metro.
Life Ins. 

(“An employer choosing an administrator in effect buys insurance for others and
consequently . . . may be more interested in an insurance company with low rates than in one with accurate claims
processing.”).
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 10

of interest] will depend upon the circumstances of the particular case.” Metro. Life Ins. 

.

         Alcoa has taken steps to diminish the significance of its conflict of interest. Aetna’s

incentive to deny claims is minimized because it receives the same payment regardless of whether

claims are approved or denied. Similarly, the employees who form the BAC, the internal entity that

decides the final appeal, have no direct responsibility for Plan administration and receive no

additional compensation. Alcoa’s efforts do not weigh in favor of concluding that the decision was

arbitrary and capricious. See Met. Life Ins. 

(indicating that conflicts of interest

“should prove less important (perhaps to the vanishing point) where the administrator has taken

active steps to reduce potential bias and to promote accuracy, for example, by walling off claims

administrators from those interested in firm finances”).

                  Medical Opinions

         Wooden claims that Alcoa summarily dismissed medical evidence supporting her claim. In

weighing the evidence and opinions on both sides of the record, scant evidence favors a finding of

disability.

         After the reinstatement of her LTD benefits in April 2006, Wooden’s in-person exams

yielded conflicting results.5 In June 2006, Dr. Thomas, one of Wooden’s treating physicians, was

confounded by her symptoms. By August 2006, “[n]eurologically, [he did not] find her very



        5
            W ooden argues that Defendants improperly initiated the April 2007 review because she had already met the
“any occupation” standard when her benefits were reinstated in April 2006. This argument fails because the Plan terms
grant Alcoa a right of periodic examination to determine continued eligibility. Therefore, even if W ooden was reinstated
at the “any occupation” standard, Alcoa was entitled to determine if W ooden continued to satisfy that standard.
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 11

impressive.” The only evidence he had of her disability was “a subjective complaint of pain, pain,

and more pain.” Dr. Sokoloski, an orthopedic surgeon hired by Alcoa, found that Wooden exhibited

“cogwheeling,” indicating poor effort, and “Waddell signs,” indicating that some of her reported pain

had no physical source. Dr. Riethmiller was the only doctor to conclude that Wooden was disabled

because of the sedation and drowsiness she reported as a side effect from her medication, making

it difficult for her to concentrate.

         In addition to the medical evidence from in-person examinations, the BAC had file reviews

from four medical experts. All four concluded that the evidence in the record did not support

Wooden’s cognitive complaints and three took time to explain why they did not find Dr.

Riethmiller’s conclusion credible. Dr. Burnstein, a psychologist, and Dr. Cohan, a neurologist, both

questioned Dr. Riethmiller’s conclusions about Wooden’s cognitive capabilities without any

cognitive analysis. Dr. Goldberg, an anesthesiologist, questioned Dr. Riethmiller’s finding that

Wooden’s cognitive problems were caused by her medication because she had been taking it for four

years without any prior complaint.

         In summary, when faced with conflicting evidence, the BAC chose to credit six medical

opinions over that of Dr. Riethmiller. Two of the doctors had examined Wooden in person, and one

was one of Wooden’s treating physicians. This was not improper.6 See McDonald, 347 F.3d at169



         6
           Two other facts are noteworthy. First, W ooden received two time extensions to submit more medical evidence
before the file reviews commenced. R. 36-5 Page ID 691-92; R. 37-1, Page ID 713, 724. Second, the denial letter from
Aetna’s appeal suggested that W ooden submit a neurological evaluation to support her claim should she choose to appeal
to the BAC. R. 37-2, Page ID 759. There is no evidence that she submitted any additional evidence before her final
review by the BAC. W ooden’s “failure to fully explore and exercise her procedural rights does not undermine the
fundamental fairness of an otherwise full and fair administrative review process.” Balmert v. Reliance Standard Life
Ins. Co., 

, 502 (6th Cir. 2010).
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 12

(“Generally, when a plan administrator chooses to rely upon the medical opinion of one doctor over

that of another in determining whether a claimant is entitled to ERISA benefits, the plan

administrator’s decision cannot be said to have been arbitrary and capricious. . . .”). Furthermore,

the file reviewers did not ignore Dr. Reithmiller’s analysis, but explained why his diagnosis was

questionable. See Balmert v. Reliance Standard Life Ins. Co., 

, 504 (6th Cir. 2010)

(“Reliance on other physicians is reasonable so long as the administrator does not totally ignore the

treating physician’s opinions.”). The Plan’s decision to credit six medical opinions over that of one

was supported by the record. Accordingly, the review of the medical evidence does not weigh in

favor of concluding that the denial of benefits was arbitrary and capricious.

               The SSA’s Determination of Total Disability

       Finally, Wooden asserts that Alcoa failed to properly address the conflict between its finding

that she was not totally disabled and the SSA’s finding that she was. We agree and, therefore, this

factor weighs in favor of finding that Alcoa’s decision was arbitrary and capricious.

       “[A]n ERISA plan administrator is not bound by an SSA disability determination” when

reviewing a claim for benefits under an ERISA plan. Whitaker v. Hartford Life & Accident Ins. Co.,

, 949 (6th Cir. 2005). Nevertheless, an “SSA determination, though certainly not

binding, is far from meaningless.” Calvert v. Firstar Fin., Inc., 

, 294 (6th Cir. 2005).

It takes on special significance when a plan administrator seeks and embraces the SSA determination

for its own benefit, only to ignore or discount it later. See 

. In cases where

the plan administrator:
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 13

         (1) encourages the applicant to apply for Social Security disability payments; (2)
         financially benefits from the applicant’s receipt of Social Security; and then (3) fails
         to explain why it is taking a position different from the SSA on the question of
         disability, the reviewing court should weigh this in favor of a finding that the
         decision was arbitrary or capricious.

Bennett v. Kemper Nat. Servs., Inc., 

, 554 (6th Cir. 2008) (citing 

). Here, Alcoa does not simply encourage, but requires LTD applicants to apply for SS benefits.

Alcoa benefits financially from this requirement because a participant’s LTD benefits are reduced

proportionally by the amount of disability income received from other sources. In accordance with

Bennett, Alcoa should have explained its contrary determination. Alcoa failed to do so.

         The initial denial letter from Aetna simply states that the favorable determination “did not

support overturning the decision to terminate LTD benefits.” The final denial letter from the BAC

does not mention the SSA decision at all. A casual mention of a disability determination is

insufficient to constitute an “explanation” in accordance with Bennett. See 

n.3 (rejecting administrator’s claim that it “specifically discussed” a certain letter and reasoning that

“the word ‘discussed’ [was] somewhat misleading; ‘mentioned’ would be a more accurate choice”);

n.2 (holding that a claims administrator failed to explain why it reached a

conclusion contrary to an SSA decision even though “[the claim administrator’s] final determination

letter d[id] mention the SSA’s decision. . . . [M]ere mention of the decision is not the same as a

discussion about why the administrator reached a different conclusion from the SSA.”). For these

reasons, this factor weighs in favor of finding Alcoa’s decision was arbitrary and capricious.7


         7
            Alcoa also argues that the denial is actually not inconsistent with the SSA determination because it applied
different standards to determine whether Wooden was totally disabled. Alcoa, however, has failed to demonstrate how
its definition of “total disability” differs from that of the SSA’s. The SSA required W ooden’s disability to prevent her
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 14

         In conclusion, although failure to explain a contrary SSA determination in circumstances

such as these is “obviously a significant factor,” it “does not render the decision [to deny benefits]

arbitrary per se . . . .” 

. Alcoa’s cavalier treatment of Wooden’s SSA

determination weighs in favor of finding Alcoa’s denial of benefits to be arbitrary and capricious.

The review of the medical evidence and the conflict of interest, however, do not. Accordingly, we

cannot conclude that its decision to terminate Wooden’s benefits was arbitrary and capricious. See

Spangler v. Lockheed Martin Energy Sys., Inc., 

, 362 (6th Cir. 2002) (“[T]he ultimate

issue in an ERISA denial of benefits case is not whether discrete acts by the plan administrator are

arbitrary and capricious but whether its ultimate decision denying benefits was arbitrary and

capricious.”).

III.     Alleged Overpayment

         The SPD stipulates that Plan benefits are reduced in proportion to any income received from

Social Security once claimants successfully acquire SS benefits. Moreover, if SS benefits are paid

retroactively, the Plan requires claimants to repay “any overpayment of disability benefits.” Thus,

when Wooden received SS benefits in February 2006 that were retroactive to January 2004, Alcoa

sent a letter requesting that the overpayment which had resulted from the retroactive benefits be

repaid to the Plan. Defendants sought repayment under 29 U.S.C. § 1132(a)(3), which grants an

ERISA plan administrator equitable relief to enforce the terms of a plan. The district court granted



from “making an adjustment to any other work” after accounting for her “residual functional capacity” and her
“vocational factors ([of] age, education, and work experience).” 120 C.F.R. § 404.1520(g). Meanwhile, to be totally
disabled under Alcoa’s “any occupation” standard required W ooden to prove that she “cannot perform each of the
material duties of any gainful occupation for which [she is] reasonably suited by training, education, and experience.”
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 15

summary judgment to Defendants on this claim. Wooden appeals the grant of summary judgment.

For the following reasons, we agree with the district court’s reasoning.

       We review an order granting summary judgment de novo, construing the evidence and

drawing all reasonable inferences in favor of the non-moving party. Ireland v. Tunis, 

,

1440 (6th Cir. 1997). Summary judgment is proper if, after viewing the evidence that way, there are

no genuine issues of material fact, and the moving party is entitled to judgment as a matter of law.

Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 

, 586–87 (1986); Fed. R. Civ. P.

56(a). The moving party has “the burden of showing the absence of a genuine issue as to any

material fact.” Adickes v. S.H. Kress & Co., 

, 157 (1970).

       Section 502(a)(3) of ERISA permits a fiduciary to bring a civil action for equitable relief to

redress violations of a plan’s terms or to enforce the terms of a plan. 29 U.S.C. § 1132(a)(3).

Whether relief is equitable “depends on the basis for the plaintiff’s claim and the nature of the

underlying remedies sought.” Great-W. Life & Annuity Ins. Co. v. Knudson, 

, 213

(2002) (internal citation and quotation marks omitted). Equitable relief seeks to “restore . . .

particular funds or property in the [other party’s] possession.” 

An insurance plan,

therefore, must “specifically identif[y] a particular fund” that is “distinct from [the participant’s]

general assets” and must specify the portion of that fund to which the plan is entitled. Sereboff v.

Mid Atl. Med. Servs., Inc., 

, 364 (2006).

       Alcoa properly seeks equitable relief. The SPD plainly requires participants to “arrange to

repay the company for any overpayment of disability benefits that results when [a claimant]

receive[s] benefits from any other source.” This includes overpayments resulting from the “receipt
No. 12-3190
Lisa Wooden v. Alcoa, Inc.; Aetna Corporation
Page 16

of retroactive payment from any other source (such as the Social Security Administration).” Alcoa’s

claim is properly limited to a specified fund within Wooden’s general assets—the proportion of

income that would have been reduced if she had received her retroactive benefits earlier. See Hall

v. Liberty Life Assurance Co. of Boston, 

, 275 (6th Cir. 2010) (holding that a

reimbursement clause was permissible because it was limited “to a specifically identifiable fund (the

overpayments themselves) within [the participant’s] general assets, with the Plan entitled to a

particular share (all overpayments due to [the participant’s] receipt of Social Security benefits, not

to exceed the amount of benefits paid)”).

         Wooden argues for the first time on appeal that the overpayment provision is not actually a

part of the Plan, but only the SPD. “This court will not decide issues or claims not litigated before

the district court. . . . ‘[W]e review the case presented to the district court rather than a better case

fashioned after the district court’s order.’” White v. Anchor Motor Freight, Inc., 

, 559

(6th Cir. 1990) (quoting Adams v. James, 

, 1080 (11th Cir. 1986)).8

                                                  CONCLUSION

         For the foregoing reasons, we AFFIRM the district court judgment in its entirety.



         8
            Although our decision does not reach this argument, we note that the SPD states in fine print: “This booklet
is the plan document and the summary plan description (SPD) of your long term disability benefits. . . . The terms under
which the plan operates are contained in this booklet and in the policy and/or certificate from the insurance carrier.”
Additionally, the policy document incorporates the SPD by reference into its terms, stating “[a]n employee shall be
eligible to participate in the Plan in accordance with the applicable SPD Rules.” Logic has it that the two documents
together make up the terms of the Plan. See Eugene S. v. Horizon Blue Cross Blue Shield of NJ., 

, 1131
(10th Cir. 2011) (holding that so long as an SPD does not conflict with policy terms or contain terms not reflected in the
policy, the burden is on the insurer to “demonstrate that the SPD is part of the Plan, for example, by the SPD clearly
stating on its face that it is part of the Plan”).