David Wit v. United Behavioral Health

FOR PUBLICATION

UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT

DAVID WIT; NATASHA WIT; Nos. 20-17363
BRIAN MUIR; BRANDT PFEIFER, 21-15193
on behalf of the Estate of his deceased
wife, Lauralee Pfeifer; LORI D.C. No. 3:14-cv-
FLANZRAICH, on behalf of her 02346-JCS
daughter Casey Flanzraich; CECILIA
HOLDNAK, on behalf of herself, her
daughter Emily Holdnak; GARY OPINION
ALEXANDER, on his own behalf and
on behalf of his beneficiary son,
Jordan Alexander; CORINNA
KLEIN; DAVID HAFFNER, on
behalf of themselves and all others
similarly situated,

Plaintiffs-Appellees,

LINDA TILLITT; MARY JONES,

Intervenor-Plaintiffs-
Appellees,

v.

UNITED BEHAVIORAL HEALTH,

Defendant-Appellant.
2 WIT V. UNITED BEHAVIORAL HEALTH

GARY ALEXANDER, on his own Nos. 20-17364
behalf and on behalf of his beneficiary 21-15194
son, Jordan Alexander; CORINNA
KLEIN; DAVID HAFFNER, on D.C. No. 3:14-cv-
behalf of themselves and all others 05337-JCS
similarly situated,

Plaintiffs-Appellees,

MICHAEL DRISCOLL,

Intervenor-Plaintiff-
Appellee,

v.

UNITED BEHAVIORAL HEALTH,

Defendant-Appellant.

Appeal from the United States District Court
for the Northern District of California
Joseph C. Spero, Magistrate Judge, Presiding

Argued and Submitted August 11, 2021
San Francisco, California

Filed January 26, 2023
 WIT V. UNITED BEHAVIORAL HEALTH 3

Before: Morgan Christen and Danielle J. Forrest, Circuit
Judges, and Michael M. Anello, * District Judge.

Opinion by Judge Anello

SUMMARY **

Employee Retirement Income Security Act

The panel affirmed in part and reversed in part the
district court’s judgment finding United Behavioral Health
(“UBH”) liable, and awarding declaratory and injunctive
relief, to classes of plaintiffs who were beneficiaries of
ERISA-governed health benefit plans for which UBH was
the claims administrator.
Plaintiffs submitted health plan coverage requests, which
UBH denied. Plaintiffs brought claims under ERISA for
breach of fiduciary duty and improper denial of benefits,
based on a theory that UBH improperly developed and relied
on internal guidelines that were inconsistent with the terms
of the class members’ plans and with state-mandated
criteria. The parties stipulated to a sample class, from which
they submitted a sample of health insurance plans. Plaintiffs
alleged that the plans provided coverage for treatment
consistent with generally accepted standards of case

*
The Honorable Michael M. Anello, United States District Judge for the
Southern District of California, sitting by designation.
**
This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
4 WIT V. UNITED BEHAVIORAL HEALTH

(“GASC”) or were governed by state laws specifying certain
criteria for making coverage or medical necessity
determinations. Plaintiffs alleged that UBH’s Level of Care
Guidelines and Coverage Determination Guidelines for
making these determinations were more restrictive than
GASC and were also more restrictive than state-mandated
criteria.
The district court certified three classes, conducted a
bench trial, and entered judgment in plaintiffs’ favor,
concluding that UBH breached its fiduciary duties and
wrongfully denied benefits because UBH’s Guidelines
impermissibly deviated from GASC and state-mandated
criteria. The district court issued declaratory and injunctive
relief, directed the implementation of court-determined
claims processing guidelines, ordered “reprocessing” of all
class members’ claims in accordance with the new
guidelines, and appointed a special master to oversee
compliance for ten years.
The panel held that plaintiffs had Article III standing to
bring their claims. The panel held that plaintiffs sufficiently
alleged a concrete injury as to their fiduciary duty claim
because UBH’s alleged fiduciary violation presented a
material risk of harm to plaintiffs’ interest in their
contractual benefits. Plaintiffs also alleged a concrete injury
as to the denied of benefits claim because they alleged a
harm—the arbitrary and capricious adjudication of benefits
claims—that presented a material risk to their interest in fair
adjudication of their entitlement to their contractual
benefits. Further, plaintiffs alleged a particularized injury as
to both claims because the Guidelines materially affected
each plaintiff. Finally, plaintiffs’ alleged injuries were
“fairly traceable” to UBH’s conduct.
 WIT V. UNITED BEHAVIORAL HEALTH 5

The panel reversed the part of the district court’s class
certification order certifying plaintiffs’ denial of benefits
claims as class actions. The panel held that plaintiffs’
“reprocessing” theory, seeking reprocessing of their benefits
claims under proper guidelines, was a use of the class action
procedure to expand or modify substantive rights provided
by ERISA, in violation of Fed. R. Civ. P. 23 and the Rules
Enabling Act, 28 U.S.C. § 2072(b).
UBH did not appeal the portion of the district court’s
judgment finding that the UBH Guidelines were
impermissibly inconsistent with state-mandated criteria, and
that portion of the district court’s decision therefore
remained intact.
UBH did argue on appeal that the district court erred in
concluding that the Guidelines improperly deviated from
GASC and that the district court did not apply an appropriate
level of deference to UBH’s interpretation of the ERISA
plans. The panel concluded that the district court did not
clearly err in finding that UBH had a structural conflict of
interest in serving a dual role as plan administrator and
insurer, and that UBH also had a financial conflict because
it was incentivized to keep benefit expenses down. The
panel held, however, that these findings did not excuse the
district court from reviewing UBH’s interpretation of the
plans for an abuse of discretion. The panel held that, even
assuming the conflicts of interest found by the district court
warranted heavy skepticism against UBH’s interpretation,
UBH’s interpretation did not conflict with the plain language
of the plans. Accordingly, the district court erred by
substituting its interpretation of the plans for UBH’s
interpretation. The panel reversed the district court’s
judgment that UBH wrongfully denied benefits to the named
plaintiffs based upon the court’s finding that the Guidelines
6 WIT V. UNITED BEHAVIORAL HEALTH

impermissibly deviated from GASC. The panel held that the
district court also erred in its judgment on plaintiffs’ breach
of duty claim, which also relied heavily on the district
court’s conclusion that the Guidelines impermissibly
deviated from GASC.
Finally, the panel held that the district court erred when
it excused unnamed class members from demonstrating
compliance with the plans’ administrative exhaustion
requirement. The panel held that when an ERISA plan does
not merely provide for administrative review but, as here,
explicitly mandates exhaustion of such procedures before
bringing suit in federal court and, importantly, provides no
exceptions, application of judicially created exhaustion
exceptions would conflict with the written terms of the
plan. Accordingly, to the extent that any absent class
members’ plans required exhaustion, the district court erred
in excusing the failure to satisfy such a contractual
requirement.
In sum, the panel held that plaintiffs had Article III
standing to bring their breach of fiduciary duty and improper
denial of benefits claims pursuant to 29 U.S.C.
§§ 112(a)(1)(B) and (a)(3). And the district court did not err
in certifying three classes to pursue the fiduciary duty
claim. However, because plaintiffs expressly declined to
make any showing, or seek a determination of, their
entitlement to benefits, permitting plaintiffs to proceed with
their denial of benefits claim under the guise of a
“reprocessing” remedy on a class-wide basis violated the
Rules Enabling Act. Accordingly, the panel affirmed in part
and reversed in part the district court’s class certification
order. On the merits, the panel held that the district court
erred in excusing absent class members’ failure to exhaust
administrative remedies as required under the plans. The
 WIT V. UNITED BEHAVIORAL HEALTH 7

district court also erred in determining that the Guidelines
improperly deviated from GASC based on its interpretation
that the plans mandated coverage that was coextensive with
GASC. Therefore, the panel reversed the judgment on
plaintiffs’ denial of benefits claim. To the extent the
judgment on plaintiffs’ breach of fiduciary duty claim was
based on the district court’s erroneous interpretation of the
plans, it was also reversed. The panel affirmed in part,
reversed in part, and remanded for further proceedings.

COUNSEL

Miguel A. Estrada (argued), Geoffrey M. Sigler, Lucas C.
Townsend, and Matthew S. Rozen, Gibson Dunn & Crutcher
LLP, Washington, D.C.; April N. Ross, Cromwell &
Morning LLP, Washington, D.C.; Jennifer S. Romano and
Andrew Holmer, Cromwell & Moring LLP, Los Angeles,
California; Nathaniel P. Bualat and Thomas F. Koegel,
Crowell & Moring LLP, San Francisco, California; for
Defendant-Appellant
Caroline E. Reynolds (argued), David A. Reiser, and
Andrew N. Goldfarb, Zuckerman Spaeder LLP,
Washington, D.C.; D. Brian Hufford, Jason S. Cowart,
Zuckerman Spaeder LLP, New York, New York; Adam
Abelson, Zuckerman Spaeder LLP, Baltimore, Maryland;
Peter K. Stris, Stris & Maher LLP, Los Angeles, California;
Meiram Bendat, Meiram Bendat, Santa Barbara, California;
for Plaintiffs-Appellees.
Michael B. Kimberly and Sara P. Hogarth, McDermott Will
& Emery LLP, Washington, D.C.; Joshua B. Simon, Warren
Haskel, and Richard Diggs; McDermott Will & Emery LLP,
8 WIT V. UNITED BEHAVIORAL HEALTH

New York, New York; for Amicus Curiae America’s Health
Insurance Plans Inc.
Andrew J. Pincus, Archis A. Parasharami, and Daniel E.
Jones, Mayer Brown LLP, Washington, D.C.; Avi M.
Kupfer, Mayer Brown LLP, Chicago, Illinois; Daryl Joseffer
and Jennifer B. Dickey, United States Chamber Litigation
Center Inc, Washington, D.C.; for Amicus Curiae the
Chamber of Commerce of the United States of America.
Joana S. McCallum, Manatt Phelps & Phillips LLP, Los
Angeles, California; Joseph E. Laska, and Nathaniel A.
Cohen, San Francisco, California; for Amicus Curiae
Association for Behavioral Health and Wellness.
Aaron M. Panner and Eric J. Maier, Kellogg Hansen Todd
Figel & Frederick PLLC, Washington, D.C.; Alison L.
Andersen, ArentFox Schiff LLP, Washington, D.C.; Jack R.
Bierig and Neil Lloyd, ArentFox Schiff LLP, Chicago,
Illinois; Wendy Qiu, Holland & Knight LLP, Los Angeles,
California; for Amici Curiae American Psychiatric
Association, American Medical Association, California
Medical Association, Southern California Psychiatric
Society, Northern California Psychiatric Society, Orange
County Psychiatric Society, Central California Psychiatric
Society and San Diego Psychiatric Society.
Melissa Moore and Stephen Silverman, Senior Attorneys;
Jeffrey Hahn, Counsel for Litigation; G. William Scott,
Associate Solicitor for Plan Benefit Security; Elena
Goldstein, Acting Solicitor of Labor; United States
Department of Labor, Office of the Solicitor, Plan Benefits
Security Division, Washington, D.C.; for Amicus Curiae
Secretary of Labor.
 WIT V. UNITED BEHAVIORAL HEALTH 9

Ari Dybnis and Martine N. D’Agostino, Deputy Attorney
Generals; Karli Eisenberg, Supervising Deputy Attorney
General; Renu R. George, Senior Assistant Attorney
General; Rob Bonta, Attorney General of California, Office
of the Attorney General, Oakland, California; for Amicus
Curiae State of California.
Kevin Costello, Center for Health Law & Policy Innovation,
Harvard Law School, Cambridge, Massachusetts; Abigail K.
Coursolle and Elizabeth Edwards, National Health Law
Program, Los Angeles, California; for Amici Curiae
National Health Law Program, et al.
Sarah W. Rice, Deputy, Public Protection Bureau; Maria R.
Lenz, Assistant Attorney General; Peter F. Neronha,
Attorney General; Rhode Island Office of the Attorney
General, Providence, Rhode Island; Thomas Ryan, Assistant
Attorney General; Clare Kindall, Solicitor General; William
Tong, Attorney General of Connecticut, Office of the
Attorney General, Hartford, Connecticut; Sarah A. Hunger,
Deputy Solicitor General; Kwame Raoul, Attorney General
of Illinois, Office of the Illinois Attorney General, Chicago,
Illinois; for Amici Curiae states of Rhode Island,
Connecticut, and Illinois.
10 WIT V. UNITED BEHAVIORAL HEALTH

OPINION

ANELLO, District Judge:

United Behavioral Health (“UBH”) appeals from the
district court’s judgment finding it liable to classes of
Employee Retirement Income Security Act of 1974, 29
U.S.C. § 1001 et seq. (“ERISA”) plaintiffs under 29 U.S.C.
§§ 1132(a)(1)(B) and (a)(3), as well as several pre- and post-
trial orders, including class certification, summary
judgment, and a remedies order. UBH contends on appeal
that Plaintiffs lack Article III standing, and that the district
court erred at class certification and trial in several respects.
We have jurisdiction pursuant to 28 U.S.C. § 1291, and we
reverse in part.
I
UBH is one of the nation’s largest managed healthcare
organizations. It administers insurance benefits for mental
health conditions and substance use disorders for various
commercial health benefit plans. In this role, UBH
processes coverage requests made by plan members to
determine whether the treatment sought is covered under the
respective plans. UBH retains discretion to make these
coverage determinations “for specific treatment for specific
members based on the coverage terms of the member’s
plan.”
Individually named plaintiffs David and Natasha Wit,
Brian Muir, Brandt Pfeifer, Lori Flanzraich, Cecilia
Holdnak, Gary Alexander, Corinna Klein, David Haffner,
Linda Tillitt, and Michael Driscoll (collectively,
“Plaintiffs”) are all beneficiaries of ERISA-governed health
benefit plans for which UBH was the claims administrator.
 WIT V. UNITED BEHAVIORAL HEALTH 11

Plaintiffs all submitted coverage requests, which UBH
denied.
Plaintiffs initiated this action on behalf of three putative
classes, asserting, at issue here, two claims against UBH.
The first is for breach of fiduciary duty pursuant to 29 U.S.C.
§ 1132(a)(1)(B) and “to the extent the injunctive relief
Plaintiffs seek is unavailable under that section, they assert
the claim under 29 U.S.C. § 1132(a)(3)(A).” Second,
Plaintiffs brought an improper denial of benefits claim under
29 U.S.C. §§ 1132(a)(1)(B) and (a)(3)(B). Both of
Plaintiffs’ claims hinge on a theory that UBH improperly
developed and relied on internal guidelines that were
inconsistent with the terms of the class members’ plans and
with state-mandated criteria. 1
Among the individually named Plaintiffs, there are ten
different ERISA plans. Among the class members, there
may be as many as 3,000 different plans. The Parties
stipulated to a sample class of 106 members, from which
they submitted a sample of health insurance plans (the
“Plans”). Plaintiffs alleged that the Plans provided coverage
for treatment consistent with generally accepted standards of
care (“GASC”) or were governed by state laws specifying
certain criteria for making coverage or medical necessity
determinations. Some of the plans administered by UBH
were fully insured plans where UBH served a dual role as a
plan administrator and insurer, both authorized to determine
the benefits owed and responsible for paying such benefits.
The Plans provide that a precondition for coverage is that
treatment be consistent with GASC. The Plans contain

1
Plaintiffs also alleged that UBH developed the Guidelines to benefit its
self-serving financial interests in breach of its fiduciary duties.
12 WIT V. UNITED BEHAVIORAL HEALTH

additional conditions and exclusions, and Plaintiffs did “not
dispute that a service that is consistent with [GASC] may,
nonetheless, be excluded from coverage under a particular
class member’s plan.” For example, some plans may
exclude “[s]ervices that extend beyond the period necessary
for evaluation, diagnosis, the application of evidence-based
treatments, or crisis intervention to be effective.” Some
plans also may require that the service be the “least costly
alternative.” The Plans grant UBH discretion to interpret
these various terms and determine whether a requested
service is covered. To assist with the process of making
these determinations, UBH developed internal guidelines
used by UBH’s clinicians in making coverage
determinations. These guidelines include the challenged
Level of Care Guidelines and Coverage Determination
Guidelines (“Guidelines”). The Level of Care Guidelines
are used for plans that limit coverage to medically necessary
services. The Coverage Determination Guidelines are used
for plans not containing a medical necessity requirement.
Plaintiffs alleged that these Guidelines were more
restrictive than GASC and were also more restrictive than
state-mandated criteria for making medical-necessity or
coverage determinations. Plaintiffs further alleged that UBH
breached its fiduciary duties to act solely in the interests of
the participants and beneficiaries to develop coverage
criteria consistent with GASC. UBH also allegedly
breached its fiduciary duties by developing guidelines
inconsistent with criteria explicitly mandated by state laws.
Plaintiffs also contended UBH breached its duties by
promulgating self-serving, cost-cutting guidelines that are
more restrictive than the Plans. As to their denial of benefits
claim, Plaintiffs argued that UBH violated ERISA by
improperly denying Plaintiffs benefits based on its
 WIT V. UNITED BEHAVIORAL HEALTH 13

Guidelines, which are more restrictive than the Plans or
criteria mandated by state laws.
Plaintiffs sought certification of three proposed classes
as to both claims: (1) the Wit Guideline Class; (2) the Wit
State Mandate Class; and (3) the Alexander Guideline Class.
The Wit Guideline Class was defined as:

Any member of a health benefit plan
governed by ERISA whose request for
coverage of residential treatment services for
a mental illness or substance use disorder was
denied by UBH, in whole or in part, on or
after May 22, 2011, based upon UBH’s Level
of Care Guidelines or UBH’s Coverage
Determination Guidelines.
The Wit Guideline Class excludes members
of the Wit State Mandate Class, as defined
below.

The Wit State Mandate Class was defined as:
Any member of a fully-insured health benefit
plan governed by both ERISA and the state
law of Connecticut, Illinois, Rhode Island or
Texas, whose request for coverage of
residential treatment services for a substance
use disorder was denied by UBH, in whole or
in part, [within the Class period], based upon
UBH’s Level of Care Guidelines or UBH’s
Coverage Determination Guidelines and not
upon the level-of-care criteria mandated by
the applicable state law. . . .
14 WIT V. UNITED BEHAVIORAL HEALTH

The Alexander Guideline Class was defined as:

Any member of a health benefit plan
governed by ERISA whose request for
coverage of outpatient or intensive outpatient
services for a mental illness or substance use
disorder was denied by UBH, in whole or in
part, on or after May 22, 2011, based upon
UBH’s Level of Care Guidelines or UBH’s
Coverage Determination Guidelines.
The Alexander Guideline Class excludes any
member of a fully insured plan governed by
both ERISA and the state law of Connecticut,
Illinois, Rhode Island or Texas, whose
request for coverage of intensive outpatient
treatment or outpatient treatment related to a
substance use disorder.

The classes differ in that the Wit State Mandate Class
includes members whose denial of benefits was based on
UBH’s Guidelines and not on state-mandated level-of-care
criteria. The Guideline classes include members whose
denials were based on the Guidelines and not on the terms of
the Plans. The Wit Guideline Class included members who
requested coverage of residential treatment services,
whereas the Alexander Guideline Class included members
who requested coverage of outpatient or intensive outpatient
services.
For their breach of fiduciary duties claim, Plaintiffs
sought injunctive and declaratory relief. As to their denial
 WIT V. UNITED BEHAVIORAL HEALTH 15

of benefits claim, Plaintiffs sought reprocessing of their
claims 2 and argued:

Individual circumstances are . . . irrelevant to
[this claim]. Plaintiffs are not asking this
Court to determine whether Class members
were owed benefits or whether UBH should
be ordered to cause its plans to pay such
benefits. Rather, Plaintiffs seek a
reprocessing remedy, which stems directly
from their allegation that UBH used an
arbitrary process, premised on fatally flawed
Guidelines, to deny their requests for
coverage. For that reason, Plaintiffs need not
prove at trial that UBH reached the wrong
outcome in every single one of its coverage
determinations.

Plaintiffs also asserted at the class certification hearing
that their denial of benefits claim was “a process claim.”
Plaintiffs stipulated that “if the case is certified as a class
case” then “additional theories” requiring “individualized
inquiries as to why UBH’s denials of the named Plaintiffs’
claims for benefits were wrongful” would “not be part of this
case.”

2
Plaintiffs relatedly sought a declaration that UBH’s denial of benefits
was improper and an order for UBH to apply the new guidelines in
processing future claims.
16 WIT V. UNITED BEHAVIORAL HEALTH

On September 19, 2016, the district court granted
Plaintiffs’ motion to certify these classes. 3 In its order, the
district court stated:

Of particular significance is the fact that
Plaintiffs do not ask the Court to make
determinations as to whether class members
were actually entitled to benefits (which
would require the Court to consider a
multitude of individualized circumstances
relating to the medical necessity for coverage
and the specific terms of the member’s plan).

Beginning October 16, 2017, the district court held a ten-
day bench trial. The district court, in its post-trial findings
of fact and conclusions of law, relied upon Plaintiffs’
representations that their denial of benefits claim was a
“process claim” only, stating “Plaintiffs stipulated at the
class certification stage of the case that they do not ask the
Court to make determinations as to whether individual class
members were actually entitled to benefits . . . . Rather, they
assert only facial challenges to the Guidelines.”
The district court entered judgment in Plaintiffs’ favor,
concluding that UBH breached its fiduciary duties and
wrongfully denied benefits because the Guidelines
impermissibly deviated from GASC and state-mandated
criteria. The district court also found that financial

3
The district court later issued an order partially decertifying the class to
exclude class members who successfully appealed their coverage
denials, members who were initially improperly included because of a
“flaw in the method used to identify class members,” and to modify the
Illinois State Mandate Class period.
 WIT V. UNITED BEHAVIORAL HEALTH 17

incentives infected UBH’s Guideline development process,
particularly where the Guidelines “were riddled with
requirements that provided for narrower coverage than is
consistent with” GASC. Based on these findings, the district
court concluded that UBH breached its fiduciary duty to
comply with Plan terms and breached its duties of loyalty
and care “by adopting Guidelines that are unreasonable and
do not reflect” GASC. It also held that UBH improperly
denied Plaintiffs benefits by relying on its restrictive
Guidelines that were inconsistent with the Plan terms and
state law.
The parties had stipulated, and the district court found,
that the Plans gave UBH discretionary authority to create
tools, such as the Guidelines, to facilitate interpretation and
administration of the Plans. But the district court viewed
UBH’s interpretation with “significant skepticism” because
it found that UBH had a financial conflict of interest and a
structural conflict of interest as a dual administrator and
insurer for some plans. Ultimately, the district court held
that UBH’s interpretation embodied in the Guidelines was
unreasonable and an abuse of discretion.
In its extensive Findings of Fact and Conclusions of
Law, the district court excused any unnamed class members
for failing to exhaust their administrative remedies under the
Plans despite acknowledging evidence that “some class
members who did not exhaust available administrative
remedies were required under their Plans to exhaust those
remedies before they could bring a legal action against
UBH.” The district court cited to one of the sample plans,
which states: “You cannot bring any legal action against us
to recover reimbursement until you have completed all the
steps [described in the plan].” The district court further
found that exhaustion would have been futile.
18 WIT V. UNITED BEHAVIORAL HEALTH

The district court issued declaratory and injunctive relief,
directed the implementation of court-determined claims
processing guidelines, ordered “reprocessing” of all class
members’ claims in accordance with the new guidelines, and
appointed a special master to oversee compliance for ten
years.
II
ERISA is a federal statute designed to regulate
“employee benefit plan[s].” 29 U.S.C. § 1003(a). Congress
enacted ERISA “to promote the interests of employees and
their beneficiaries in employee benefit plans,” Shaw v. Delta
Air Lines, Inc., 463 U.S. 85, 90 (1983), “by setting out
substantive regulatory requirements for employee benefit
plans and to ‘provid[e] for appropriate remedies, sanctions,
and ready access to the Federal courts,’” Aetna Health Inc.
v. Davila, 542 U.S. 200, 208 (2004) (alteration in original)
(quoting 29 U.S.C. § 1001(b)). “The purpose of ERISA is
to provide a uniform regulatory regime over employee
benefit plans.” Id.
ERISA does not “require[] employers to establish
employee benefits plans.” Lockheed Corp. v. Spink, 517 U.S.
882, 887 (1996). “Nor does ERISA mandate what kind of
benefits employers must provide if they choose to have such
a plan.” Id. (first citing Shaw, 463 U.S. at 91; and then citing
Alessi v. Raybestos-Manhattan, Inc., 451 U.S. 504, 511
(1981)). Rather, ERISA “ensure[s] that employees will not
be left empty-handed once employers have guaranteed them
certain benefits.” Id. The Supreme Court has “recognized
that ERISA represents a ‘careful balancing between ensuring
fair and prompt enforcement of rights under a plan and the
encouragement of the creation of such plans.’” Conkright v.
Frommert, 559 U.S. 506, 517 (2010) (quoting Aetna Health,
 WIT V. UNITED BEHAVIORAL HEALTH 19

542 U.S. at 215). “Congress sought ‘to create a system that
is [not] so complex that administrative costs, or litigation
expenses, unduly discourage employers from offering
[ERISA] plans in the first place.’” Id. (alterations in
original) (quoting Varity Corp. v. Howe, 516 U.S. 489, 497
(1996)). “ERISA ‘induc[es] employers to offer benefits by
assuring a predictable set of liabilities, under uniform
standards of primary conduct and a uniform regime of
ultimate remedial orders and awards when a violation has
occurred.’” Id. (alteration in original) (quoting Rush
Prudential HMO, Inc. v. Moran, 536 U.S. 355, 379 (2002),
overruled in part on other grounds by Ky. Ass’n of Health
Plans v. Miller, 538 U.S. 329 (2003)).
Accordingly, 29 U.S.C. § 1132(a) “set[s] forth a
comprehensive civil enforcement scheme.” Aetna Health,
542 U.S. at 208 (2004) (quoting Pilot Life Ins. Co. v.
Dedeaux, 481 U.S. 41, 54 (1987), overruled in part on other
grounds by Miller, 538 U.S. 329).
III
UBH argues that Plaintiffs lacked Article III standing to
bring their claims because: (1) Plaintiffs did not suffer
concrete injuries; and (2) Plaintiffs did not show proof of
benefits denied, and so they cannot show any damages
traceable to UBH’s Guidelines. We disagree. We review de
novo the district court’s determination that Plaintiffs have
Article III standing. See Spinedex Physical Therapy USA
Inc. v. United Healthcare of Ariz., Inc., 770 F.3d 1282, 1288
(9th Cir. 2014).
To establish standing under Article III, “a plaintiff must
show (i) that he suffered an injury in fact that is concrete,
particularized, and actual or imminent; (ii) that the injury
was likely caused by the defendant; and (iii) that the injury
20 WIT V. UNITED BEHAVIORAL HEALTH

would likely be redressed by judicial relief.” TransUnion
LLC v. Ramirez, 141 S. Ct. 2190, 2203 (2021) (citing Lujan
v. Defs. of Wildlife, 504 U.S. 555, 560–61 (1992)). “If ‘the
plaintiff does not claim to have suffered an injury that the
defendant caused and the court can remedy, there is no case
or controversy for the federal court to resolve.’” Id. (quoting
Casillas v. Madison Ave. Assocs., Inc., 926 F.3d 329, 333
(7th Cir. 2019)).
To determine whether a statutory violation caused a
concrete injury, we ask: “(1) whether the statutory
provisions at issue were established to protect [the
plaintiff’s] concrete interests (as opposed to purely
procedural rights), and if so, (2) whether the specific
procedural violations alleged in this case actually harm, or
present a material risk of harm to, such interests.” Patel v.
Facebook, Inc., 932 F.3d 1264, 1270–71 (9th Cir. 2019)
(alteration in original) (quoting Robins v. Spokeo, Inc., 867
F.3d 1108, 1113 (9th Cir. 2017)).
A
We find Plaintiffs sufficiently alleged a concrete injury
as to their fiduciary duty claim. ERISA’s core function is to
“protect contractually defined benefits,” US Airways, Inc. v.
McCutchen, 569 U.S. 88, 100 (2013) (quoting Mass. Mut.
Life Ins. Co. v. Russell, 473 U.S. 134, 148 (1985)), and
UBH’s alleged fiduciary violation presents a material risk of
harm to Plaintiffs’ interest in their contractual benefits, see
Ziegler v. Conn. Gen. Life Ins. Co., 916 F.2d 548, 551 (9th
Cir. 1990) (“Congress intended to make fiduciaries culpable
for certain ERISA violations even in the absence of actual
injury to a plan or participant.”). Under the fiduciary duties
section of ERISA, a fiduciary has a duty to administer plans
“solely in the interest of the participants and beneficiaries . .
 WIT V. UNITED BEHAVIORAL HEALTH 21

. with . . . care, skill, prudence, and diligence,” and “in
accordance with the documents and instruments governing
the plan.” 29 U.S.C. § 1104(a). Plaintiffs alleged that UBH
administered their Plans in UBH’s financial self-interest and
in conflict with Plan terms. This presents a material risk of
harm to Plaintiffs’ ERISA-defined right to have their
contractual benefits interpreted and administered in their
best interest and in accordance with their Plan terms. Their
alleged harm further includes the risk that their claims will
be administered under a set of Guidelines that impermissibly
narrows the scope of their benefits and also includes the
present harm of not knowing the scope of the coverage their
Plans provide. The latter implicates Plaintiffs’ ability to
make informed decisions about the need to purchase
alternative coverage and the ability to know whether they are
paying for unnecessary coverage.
We also find Plaintiffs alleged a concrete injury as to the
denial of benefits claim. As explained, ERISA protects
contractually defined benefits, see McCutchen, 569 U.S. at
100. Plaintiffs alleged a harm—the arbitrary and capricious
adjudication of benefits claims—that presents a material risk
to their interest in fair adjudication of their entitlement to
their contractual benefits. Plaintiffs need not have
demonstrated that they were, or will be, entitled to benefits
to allege a concrete injury. See CIGNA Corp. v. Amara, 563
U.S. 421, 424–25 (2011); cf. Ne. Fla. Chapter of Associated
Gen. Contractors of Am. v. City of Jacksonville, 508 U.S.
656, 666 (1993) (“When the government erects a barrier that
makes it more difficult for” someone “to obtain a benefit” a
plaintiff challenging “the barrier need not allege that he
would have obtained the benefit but for the barrier in order
to establish standing”).
22 WIT V. UNITED BEHAVIORAL HEALTH

B
We also find that Plaintiffs alleged a particularized injury
as to both claims. “For an injury to be ‘particularized,’ it
‘must affect the plaintiff in a personal and individual way.’”
Spokeo, Inc. v. Robins, 578 U.S. 330, 339 (2016) (citation
omitted), as revised (May 24, 2016). Plaintiffs’ alleged
injuries are particularized because the Guidelines are applied
to the contractual benefits afforded to each individual class
member. The fact that Plaintiffs did not ask the court to
determine whether they were individually entitled to benefits
does not change the fact that the Guidelines materially
affected each Plaintiff. Cf. Thole v. U.S. Bank N.A., 140 S.
Ct. 1615 (2020) (holding no injury where alleged ERISA
violations had no effect on plaintiffs’ defined benefit plan).
Finally, Plaintiffs’ alleged injuries are “fairly traceable”
to UBH’s conduct. An injury is “fairly traceable” where
there is a causal connection between the injury and the
defendant’s challenged conduct. Lujan, 504 U.S. at 560.
Plaintiffs’ alleged injuries are fairly traceable to UBH’s
conduct because their interest in the proper interpretation of
their contractual benefits, inability to know the scope of
coverage under their Plans, and denial of coverage requests,
are all connected to UBH’s alleged conduct of improperly
developing Guidelines in its own self-interest and using
those improper Guidelines in denying Plaintiffs’ coverage
requests.
IV
UBH also appeals from the district court’s class
certification order. The district court’s class certification
decision is reviewed for an abuse of discretion. Pulaski &
Middleman, LLC v. Google, Inc., 802 F.3d 979, 984 (9th Cir.
2015). A district court abuses its discretion when its ruling
 WIT V. UNITED BEHAVIORAL HEALTH 23

is based “on an erroneous view of the law.” Id. (citation
omitted). We review de novo the district court’s
interpretation of ERISA. See Shaver v. Operating Eng’rs
Loc. 428 Pension Tr. Fund, 332 F.3d 1198, 1201 (9th Cir.
2003). UBH argues that the district court erred in certifying
the three classes based on Plaintiffs’ “novel reprocessing
theory” because Rule 23 of the Rules of Civil Procedure and
the Rules Enabling Act, 28 U.S.C. § 2072(b), forbid using
the class action procedure to expand or modify substantive
rights. As to Plaintiffs’ denial of benefits claim, we agree. 4
“[T]he Rules Enabling Act forbids interpreting Rule 23
to ‘abridge, enlarge or modify any substantive right.’” Wal-
Mart Stores, Inc. v. Dukes, 564 U.S. 338, 367 (2011)
(quoting 28 U.S.C. § 2072(b)). We must therefore begin
with the ERISA statute to determine Plaintiffs’ substantive
rights.
As discussed above, the purpose of ERISA is to “provide
a uniform regulatory regime over employee benefit plans.”
Aetna Health, 542 U.S. at 208. Accordingly, 29 U.S.C. §
1132(a) “set[s] forth a comprehensive civil enforcement
scheme” for accomplishing the overall purposes of ERISA.
Id. (quoting Dedeaux, 481 U.S. at 54). Two provisions are
particularly relevant: § 1132(a)(1)(B) and § 1132(a)(3).
Under § 1132(a)(1)(B), “[i]f a participant or beneficiary

4
UBH’s Rule 23 argument in its Opening Brief disputed class
certification only on the grounds that Plaintiffs facially challenged the
Guidelines and have asserted a “novel reprocessing theory” to advance
their denial of benefits claim on a class-wide basis. This argument does
not implicate a Rules Enabling Act issue as to the fiduciary duty claim.
Thus, we deem any challenge to certification of the breach of fiduciary
duty claim forfeited, and our analysis leaves class certification as to that
claim intact.
24 WIT V. UNITED BEHAVIORAL HEALTH

believes that benefits promised to him under the terms of the
plan are not provided, he can bring suit seeking provision of
those benefits. A participant or beneficiary can also bring
suit generically to ‘enforce his rights’ under the plan, or to
clarify any of his rights to future benefits.” Id. at 210
(quoting 29 U.S.C. § 1132(a)(1)(B)). Because the remedy
provided under § 1132(a)(1)(B) is to recover benefits or to
enforce or clarify rights under the plan, a remand to the
administrator for reevaluation is a means to the ultimate
remedy. See Vizcaino v. Microsoft Corp., 120 F.3d 1006,
1008, 1013–15 (9th Cir. 1997) (remanding for reevaluation
of plaintiffs’ rights under plan pursuant to § 1132(a)(1)(B)’s
right to enforce the plan terms, where plaintiffs “sought a
determination that they were entitled to participate in the
plan benefits”); see also Saffle v. Sierra Pac. Power Co.
Bargaining Unit Long Term Disability Income Plan, 85 F.3d
455, 458, 460–61 (9th Cir. 1996) (remanding for
reevaluation to determine whether plaintiff was entitled to
benefits under § 1132(a)(1)(B) where plaintiff filed suit for
benefits due); Patterson v. Hughes Aircraft Co., 11 F.3d 948,
949–51 (9th Cir. 1993) (similar). A plaintiff asserting a
claim for denial of benefits must therefore show that she may
be entitled to a positive benefits determination if outstanding
factual determinations were resolved in her favor. See, e.g.,
Saffle, 85 F.3d at 460–61; Patterson, 11 F.3d at 951. Here,
there are numerous individualized questions involved in
determining Plaintiffs’ entitlement to benefits given the
varying Guidelines that apply to their claims and their
individual medical circumstances. To avoid the
individualized inquiry involved in assessing whether
Plaintiffs may be entitled to benefits under the Plan terms,
Plaintiffs framed their denial-of-benefits claims as seeking a
procedural remedy only.
 WIT V. UNITED BEHAVIORAL HEALTH 25

Simply put, reprocessing is not truly the remedy that
Plaintiffs seek, it is the means to the remedy that they seek.
But Plaintiffs expressly disclaimed the actual remedy
available to them and narrowed their theory of liability under
§ 1132(a)(1)(B) in an attempt to satisfy Rule 23’s
commonality requirement.
Yet here, the district court found that “reprocessing”
itself was an appropriate class-wide remedy for Plaintiffs’
denial of benefits claim under § 1132(a)(1)(B). The district
court abused its discretion in accepting the erroneous legal
view that reprocessing is itself a remedy under
§ 1132(a)(1)(B) independent from the express statutory
remedies that Congress created, justifying class treatment.
See Russell, 473 U.S. at 146 (“The . . . carefully integrated
civil enforcement provisions found in § 502(a) of the statute
as finally enacted, however, provide strong evidence that
Congress did not intend to authorize other remedies that it
simply forgot to incorporate expressly.”). Doing so
improperly allowed Plaintiffs to use Rule 23 as a vehicle for
enlarging or modifying their substantive rights where
ERISA does not provide reprocessing as a standalone
remedy. See Dukes, 564 U.S. at 367.
The district court found that the reprocessing remedy
could alternatively fall under § 1132(a)(3). This also was an
abuse of discretion. Section 1132(a)(3) is a “catchall”
provision to offer appropriate equitable relief for injuries that
§ 1132 does not otherwise remedy. Varity, 516 U.S. at 511–
12, 515; see also Moyle v. Liberty Mut. Ret. Benefit Plan,
823 F.3d 948, 959 (9th Cir. 2016), as amended on denial of
reh’g and reh’g en banc (Aug. 18, 2016). Where the alleged
injury is improper denial of benefits, “a claimant may not
bring a claim for denial of benefits under § 1132(a)(3) when
a claim under § 1132(a)(1)(B) will afford adequate relief.”
26 WIT V. UNITED BEHAVIORAL HEALTH

Castillo v. Metro. Life Ins. Co., 970 F.3d 1224, 1229 (9th
Cir. 2020). The issue here is that Plaintiffs have expressly
disclaimed a remedy under § 1132(a)(1)(B) by declining to
show that reprocessing might allow any plaintiff or class
member to recover benefits. But as discussed above,
Plaintiffs cannot modify their ERISA rights to obtain the
benefits of proceeding as a class action under Rule 23. See
Dukes, 564 U.S. at 367.
Further, “[a]n individual bringing a claim under §
1132(a)(3) may seek ‘appropriate equitable relief,’ which
refers to ‘those categories of relief that, traditionally
speaking (i.e., prior to the merger of law and equity) were
typically available in equity.’” Castillo, 970 F.3d at 1229
(quoting CIGNA Corp. v. Amara, 563 U.S. 421, 439 (2011)).
Plaintiffs and the district court did not explain or refer to
precedent showing how a “reprocessing” remedy constitutes
relief that was typically available in equity. Consequently,
the district court erred in concluding that “reprocessing” was
an available remedy under 29 U.S.C. § 1132(a)(3).
The district court abused its discretion in certifying
Plaintiffs’ denial of benefits claims as class actions.
Therefore, we reverse this part of the district court’s class
certification order.
V
Turning to the merits of Plaintiffs’ claims, UBH
challenges the district court’s final judgment, arguing that
the district court erred in concluding that the UBH
Guidelines improperly deviated from GASC, and the district
court did not apply an appropriate level of deference to
UBH’s interpretation of the Plans. As an initial matter, UBH
did not appeal the portions of the district court’s judgment
finding the Guidelines were impermissibly inconsistent with
 WIT V. UNITED BEHAVIORAL HEALTH 27

state-mandated criteria. This portion of the district court’s
decision therefore remains intact.
As discussed above, ERISA does not “mandate what
kind of benefits employers must provide.” Black & Decker
Disability Plan v. Nord, 538 U.S. 822, 833 (2003) (quoting
Lockheed, 517 U.S. at 887). ERISA “focus[es] on the
written terms of the plan” which “in short, [are] at the center
of ERISA.” Heimeshoff v. Hartford Life & Accident Ins.
Co., 571 U.S. 99, 108 (2013). The question then is not
whether ERISA mandates consistency with GASC—it does
not—but whether UBH properly administered the Plans
pursuant to the Plan terms. See id.
“Where the benefit plan gives the administrator or
fiduciary discretionary authority to determine eligibility for
benefits or to construe the terms of the plan, we ordinarily
review the plan administrator’s decisions for an abuse of
discretion.” Schikore v. BankAmerica Suppl. Ret. Plan, 269
F.3d 956, 960 (9th Cir. 2001); see also Firestone Tire &
Rubber Co. v. Bruch, 489 U.S. 101, 115 (1989). The
administrator’s interpretation is an abuse of discretion if the
interpretation is unreasonable. Moyle, 823 F.3d at 958.
Where the administrator or fiduciary has a conflict of
interest, review of its interpretation will be “informed by the
nature, extent, and effect on the decision-making process” of
such conflict. Abatie v. Alta Health & Life Ins. Co., 458 F.3d
955, 967 (9th Cir. 2006). “We review de novo a district
court’s choice and application of the standard of review to
decisions by fiduciaries in ERISA cases.” Williby v. Aetna
Life Ins. Co., 867 F.3d 1129, 1133 (9th Cir. 2017) (quoting
Estate of Barton v. ADT Sec. Servs. Pension Plan, 820 F.3d
1060, 1065 (9th Cir. 2016)). We review findings of fact for
clear error. Abatie, 458 F.3d at 962.
28 WIT V. UNITED BEHAVIORAL HEALTH

It is undisputed that the Plans in this case confer UBH
with discretionary authority to interpret the Plan terms. The
parties stipulated, and the district court found as a matter of
fact, that this includes the discretion to create interpretive
tools, such as the Guidelines. This finding was not clearly
erroneous. Accordingly, UBH’s interpretation of the Plans
via its Guidelines is reviewed for an abuse of discretion.
Schikore, 269 F.3d at 960. And the district court correctly
identified this standard of review.
But the district court also found that UBH had a
significant conflict of interest and therefore gave little
weight to UBH’s interpretation of the Plans. Where an
administrator has a dual role as plan administrator and plan
insurer, there is a structural conflict of interest. See Stephan
v. Unum Life Ins. Co. of Am., 697 F.3d 917, 929 (9th Cir.
2012). UBH served such a dual role as Plan administrator
and insurer (authorized to determine the benefits owed and
responsible for paying such benefits) for at least some of the
Plans. The district court found, in addition to this structural
conflict of interest, that UBH also had a financial conflict
because it was incentivized to keep benefit expenses down.
Again, the district court’s factual findings are not clearly
erroneous.
However, the district court’s findings did not excuse it
from applying the abuse of discretion standard. “Abuse of
discretion review applies to a discretion-granting plan even
if the administrator has a conflict of interest.” Abatie., 458
F.3d at 965 (emphasis added). The conflict is weighed as a
factor in determining whether the administrator abused its
discretion. Stephan, 697 F.3d at 929; see also Metro. Life
Ins. Co. v. Glenn, 554 U.S. 105, 115–17 (2008). The district
court purported to apply an abuse of discretion standard
tempered by high skepticism of UBH’s interpretation given
 WIT V. UNITED BEHAVIORAL HEALTH 29

UBH’s conflict of interest. But even with such a tempered
abuse of discretion standard, we cannot agree that UBH
abused its discretion on the facts of this case.
Even assuming the conflicts of interest found by the
district court warrant heavy skepticism against UBH’s
interpretation, UBH’s interpretation does not conflict with
the plain language of the Plans. To the contrary, it gives
effect to all the Plan provisions. The Plans exclude coverage
for treatment inconsistent with GASC or otherwise condition
treatment on consistency with GASC. While the GASC
precondition mandates that a treatment be consistent with
GASC as a starting point, it does not compel UBH to cover
all treatment that is consistent with GASC. Nor does the
exclusion—or any other provision in the Plans—require
UBH to develop Guidelines that mirror GASC. And while
treatment consistent with GASC is a precondition to
coverage, there are other Plan provisions that still exclude
certain treatments even if they are consistent with GASC.
Thus, if UBH had interpreted the GASC exclusion to
mandate coverage for and consistency with GASC, these
other exclusions would be rendered nugatory.
The district court disagreed. Although it acknowledged
some treatment consistent with GASC may be excluded
under the Plans, it ultimately ruled that UBH abused its
discretion because the Guidelines did not require coverage
for all care consistent with GASC. The district court’s
substitution of its interpretation of the Plans for UBH’s
interpretation that is consistent with the language of the
Plans was erroneous.
We reverse the district court’s judgment that UBH
wrongfully denied benefits to the named Plaintiffs based
upon the court’s finding that the Guidelines impermissibly
30 WIT V. UNITED BEHAVIORAL HEALTH

deviate from GASC. The district court’s judgment on
Plaintiffs’ breach of fiduciary duty claim also relied heavily
on its conclusion that the Guidelines impermissibly deviated
from GASC. 5 This also was error.
VI
Finally, UBH contends that the district court erred when
it excused unnamed class members from demonstrating
compliance with the Plans’ administrative exhaustion
requirement. We agree.
We review the applicability of exhaustion principles de
novo. See Barboza v. Cal. Ass’n of Pro. Firefighters, 651
F.3d 1073, 1076 (9th Cir. 2011). “ERISA itself does not
require a participant or beneficiary to exhaust administrative
remedies in order to bring an action under § 502 of ERISA,
29 U.S.C. § 1132.” Bilyeu v. Morgan Stanley Long Term
Disability Plan, 683 F.3d 1083, 1088 (9th Cir. 2012)
(quoting Vaught v. Scottsdale Healthcare Corp. Health
Plan, 546 F.3d 620, 626 (9th Cir. 2008)). Instead, ERISA
mandates an opportunity for administrative review, see 29
U.S.C. § 1133(2), and we have treated completion of this
administrative review as a prudential exhaustion
requirement. Castillo, 970 F.3d at 1228. We have also
consistently recognized three exceptions to the prudential
exhaustion requirement: futility, inadequate remedy, and
unreasonable claims procedures. See Vaught, 546 F.3d at

5
This was not the only finding relevant to the district court’s judgment
on the breach of fiduciary duties claim. The district court also found,
among other things, that financial incentives infected UBH’s Guideline
development process and that UBH developed the Guidelines with a
view toward its own interests. Our decision does not disturb these
findings to the extent they were not intertwined with an incorrect
interpretation of the Guidelines as inconsistent with the Plan terms.
 WIT V. UNITED BEHAVIORAL HEALTH 31

626–27. Plaintiffs have not shown that we have extended
these exceptions to a contractual exhaustion requirement,
and even if we were inclined to do so, here it is uncontested
that some beneficiaries successfully appealed the denial of
their benefit claims, so these exceptions are not satisfied.
The Supreme Court has explained that “[t]he plan, in
short, is at the center of ERISA,” and accordingly, “[t]his
focus on the written terms of the plan is the linchpin of ‘a
system that is [not] so complex that administrative costs, or
litigation expenses, unduly discourage employers from
offering [ERISA] plans in the first place.’” Heimeshoff, 571
U.S. at 108 (third and fourth alterations in original) (first
quoting McCutchen, 569 U.S. at 101; and then quoting
Varity, 516 U.S. at 497). While Congress, in enacting
ERISA, “empowered the courts to develop, in . . . light of
reason and experience, a body of federal common law
governing employee benefit plans,” Menhorn v. Firestone
Tire & Rubber Co., 738 F.2d 1496, 1499 (9th Cir. 1984),
federal common law doctrines cannot alter or override clear
and unambiguous plan terms, see Cinelli v. Security Pacific
Corp., 61 F.3d 1437, 1444 (9th Cir. 1995).
When an ERISA plan does not merely provide for
administrative review but, as here, explicitly mandates
exhaustion of such procedures before bringing suit in federal
court and, importantly, provides no exceptions, application
of judicially created exhaustion exceptions would conflict
with the written terms of the plan. Cf. Greany v. W. Farm
Bureau Life Ins. Co., 973 F.2d 812, 822 (9th Cir. 1992)
(“Because the plan was unambiguous, the Greanys cannot
avail themselves of the federal common law claim of
equitable estoppel.”).
32 WIT V. UNITED BEHAVIORAL HEALTH

This outcome is consistent with the Rules Enabling Act.
Exhaustion is a contractual limitation that impacts the
availability of remedies. In this case, by excusing all absent
class members’ failure to exhaust, the district court abridged
UBH’s affirmative defense of failure to exhaust and
expanded many absent class members’ right to seek judicial
remedies under Rule 23(b)(3). Cf. Dukes, 564 U.S. at 367
(“[A] class cannot be certified on the premise that [the
defendant] will not be entitled to litigate its statutory
defenses to individual claims.”). Accordingly, to the extent
any absent class members’ plans required exhaustion, the
district court erred in excusing the failure to satisfy such a
contractual requirement. On this basis, we reverse.
VII
In sum, Plaintiffs have Article III standing to bring their
breach of fiduciary duty and improper denial of benefits
claims pursuant to 29 U.S.C. §§ 112(a)(1)(B) and (a)(3).
And the district court did not err in certifying three classes
to pursue the fiduciary duty claim. However, because
Plaintiffs expressly declined to make any showing, or seek a
determination of, their entitlement to benefits, permitting
Plaintiffs to proceed with their denial of benefits claim under
the guise of a “reprocessing” remedy on a class-wide basis
violated the Rules Enabling Act. Accordingly, we affirm in
part and reverse in part the district court’s class certification
order.
On the merits, the district court erred in excusing absent
class members’ failure to exhaust administrative remedies as
required under the Plans. The district court also erred in
determining that the Guidelines improperly deviate from
GASC based on its interpretation that the Plans mandate
coverage that is coextensive with GASC. Therefore, the
 WIT V. UNITED BEHAVIORAL HEALTH 33

judgment on Plaintiffs’ denial of benefits claim is reversed,
and to the extent the judgment on Plaintiffs’ breach of
fiduciary duty claim is based on the district court’s erroneous
interpretation of the Plans, it is also reversed.
AFFIRMED in part, REVERSED in part, and
REMANDED FOR FURTHER PROCEEDINGS. Each
party to bear its own costs.