James Boyd v. ConAgra Foods, Inc., 879 F.3d 314

Boyd was a Ralcorp VP whose employer was acquired by ConAgra; ConAgra retained him as Vice President of Manufacturing and assumed the Ralcorp severance Plan governed by ERISA.
The Plan permits an employee to self-terminate for “Good Reason” within 90 days of the initial existence of Good Reason (and within 24 months of a Change in Control) to obtain severance; the Plan grants the Plan Administrator discretionary authority to interpret eligibility.
Boyd asserted after the acquisition that ConAgra materially reduced his position/duties and altered reporting relationships, sent multiple letters to notify ConAgra, and ultimately resigned January 31, 2014 claiming Good Reason.
ConAgra’s investigative committee reviewed Boyd’s letters, repeatedly concluded there was no Good Reason, met with Boyd (via HR representatives), and denied his administrative claim and appeal for severance benefits.
Boyd sued under ERISA to recover benefits and alternatively for breach of fiduciary duty based on alleged misrepresentations/omissions by ConAgra representatives; the district court granted summary judgment to ConAgra but awarded Boyd attorney’s fees under the Plan because his claims were not frivolous.
The Eighth Circuit affirmed: it held ConAgra did not abuse its discretion in denying benefits, Boyd failed to show reasonable detrimental reliance for the fiduciary claim, and the attorney-fee award stood because the claims were not frivolous.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Plan Administrator abused its discretion in denying severance (Good Reason)	Boyd: ConAgra materially reduced his duties/reporting and thus Good Reason existed; denial unreasonable	ConAgra: Investigative committee reasonably found no material reduction or adverse reporting change; decision entitled to deference	Held: No abuse of discretion—substantial evidence supports ConAgra’s determination
Proper standard of review given conflict of interest	Boyd: ConAgra’s dual role required less-deferential review (sliding scale) or greater weight to conflict	ConAgra: Glenn controls; conflict is a factor only and no basis to reduce deference here	Held: Apply abuse-of-discretion standard; consider conflict as a factor but not dispositive
Fiduciary breach from alleged misstatements/omissions by HR (Schaefer)	Boyd: Schaefer misled him about authority over the Red Card Project and withheld material info, causing detrimental reliance	ConAgra: Any misstatement was not material because Boyd received the PowerPoint before resigning/filing claim; no reasonable reliance	Held: No breach—Boyd did not reasonably rely to his detriment
Whether attorney’s fees are barred because claims were frivolous	ConAgra: The claims were frivolous so Plan’s fee-shifting exclusion should apply	Boyd: Claims had legal and factual basis, so fees recoverable under Plan	Held: Claims were not frivolous; district court correctly awarded attorney’s fees to Boyd

Alliant Techsystems, Inc. v. Marks, 465 F.3d 864 (8th Cir.) (abuse-of-discretion review when plan grants administrator discretion)
Green v. Union Sec. Ins., 646 F.3d 1042 (8th Cir.) (definition of reasonable/substantial evidence under abuse-of-discretion)
Admin. Comm. of Wal-Mart Stores, Inc. v. Gamboa, 479 F.3d 538 (8th Cir.) (summary-judgment review standard on ERISA benefits claims)
Metro. Life Ins. Co. v. Glenn, 554 U.S. 105 (U.S.) (administrator-sponsor conflict of interest is a factor in review)
Woo v. Deluxe Corp., 144 F.3d 1157 (8th Cir.) (older sliding-scale approach to conflicts and procedural irregularities)
Cooper v. Metro. Life Ins. Co., 862 F.3d 654 (8th Cir.) (examples of facts increasing weight of conflict-of-interest factor)
Kalda v. Sioux Valley Physician Partners, Inc., 481 F.3d 639 (8th Cir.) (fiduciary duty not to mislead plan participants)
Yafei Huang v. Life Ins. Co. of N. Am., 801 F.3d 892 (8th Cir.) (reasonable reliance requirement for fiduciary misrepresentation claims)
Neitzke v. Williams, 490 U.S. 319 (U.S.) (definition of frivolous claim)