Margaret T. White v. Sun Life Assurance Company of Canada

PUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
 MARGARET T. WHITE,
Plaintiff-Appellee,
v.
SUN LIFE ASSURANCE COMPANY OF
CANADA,
Defendant-Appellant,
and No. 06-1285 
GREER LABORATORIES, INCORPORATED;
GREER LABORATORIES, INCORPORATED
EMPLOYEE LONG TERM DISABILITY
PLAN; PLAN ADMINISTRATOR OF THE
GREER LABORATORIES, INCORPORATED
LONG TERM DISABILITY PLAN,
Defendants. 

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 MARGARET T. WHITE,
Plaintiff-Appellee,
v.
SUN LIFE ASSURANCE COMPANY OF
CANADA,
Defendant-Appellant,
and No. 06-1491 
GREER LABORATORIES, INCORPORATED;
GREER LABORATORIES, INCORPORATED
EMPLOYEE LONG TERM DISABILITY
PLAN; PLAN ADMINISTRATOR OF THE
GREER LABORATORIES, INCORPORATED
LONG TERM DISABILITY PLAN,
Defendants. 
Appeals from the United States District Court
for the Western District of North Carolina, at Asheville.
Lacy H. Thornburg, District Judge.
(1:04-cv-00080)
Argued: December 1, 2006
Decided: April 26, 2007
Before WILKINS, Chief Judge, WILKINSON, Circuit Judge,
and Henry F. FLOYD, United States District Judge for the District
of South Carolina, sitting by designation.
Affirmed by published opinion. Judge Wilkinson wrote the majority
opinion, in which Judge Floyd joined. Chief Judge Wilkins wrote a
dissenting opinion.
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COUNSEL
ARGUED: Mark Eugene Schmidtke, SCHMIDTKE HOEPPNER
CONSULTANTS, L.L.P., Valparaiso, Indiana, for Appellant. Charles
McBrayer Sasser, Charlotte, North Carolina, for Appellee. ON
BRIEF: Anuja G. Purohit, POYNER & SPRUILL, Raleigh, North
Carolina, for Appellant. Thomas L. Hudson, OSBORN MALEDON,
P.A., Phoenix, Arizona, for Appellee.
OPINION
WILKINSON, Circuit Judge:
This case requires us to determine whether a benefit plan can start
the statute of limitations running on a plan participant’s cause of
action for benefits under the Employee Retirement Income Security
Act of 1974 (ERISA), 29 U.S.C. §§ 1001 et seq. (2000), before the
plan participant can even file suit. Plaintiff-appellee Margaret T.
White brought suit against defendant-appellant Sun Life Assurance
Company of Canada "to recover benefits due to [her] under the terms
of [her] plan" for disability insurance. 29 U.S.C. § 1132(a)(1)(B). Sun
Life seeks to bar this federal claim based upon a provision in the
plan’s governing document stating, "No legal action may start . . .
more than 3 years after the time Proof of Claim is required." A plan
participant applies for benefits by filing a proof of claim, but she may
not bring a legal action until her plan has reached a final decision
denying benefits.
We agree with the district court that ERISA’s remedies framework
does not permit a plan to start the clock on a claimant’s cause of
action before the claimant may file suit. We also agree that Sun Life
erred in denying White disability benefits, and therefore affirm the
decision below.
I.
A.
Plaintiff Margaret White received long-term disability insurance
from Sun Life under a plan provided through her family’s business,
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Greer Laboratories, Inc., where she worked from 1984 until 2000.
White resigned on February 11, 2000 from the position of vice presi-
dent of administration, in which her duties had included coordinating
the work of staff, reviewing subordinates’ work, and attending man-
agement meetings.
After leaving Greer Laboratories, White filed an application for
disability benefits with Sun Life, claiming total disability. Sun Life’s
provision for total disability provides monthly payments to a covered
employee who "because of Injury or Sickness, is unable to perform
all of the material and substantial duties of his own occupation." The
policy defines "Injury" as "bodily impairment resulting directly from
an accident and independently of all other causes" and "Sickness" as
"illness, disease or pregnancy."
White based her claim upon chronic pain from piriformis syn-
drome, a neuromuscular disorder that occurs when the piriformis
muscle compresses or irritates the sciatic nerve. White reported that
she experienced lower back pain radiating down her right leg after
performing household labor in August of 1997, and that this evolved
into a chronic pain and, over time, moved to her left leg.
In 1997, White sought help from Dr. David Jones, a board-certified
neurosurgeon. She began to see a pain management specialist, Dr.
Felicia Cain, the following year. The doctors were unable to pinpoint
the source of White’s pain, despite diagnostic steps such as an MRI
scan, CT scan, and myelogram. White was prescribed pain medication
and muscle relaxants, but she reported that her pain worsened despite
these treatments.
Dr. Jones referred White for a surgical consultation with David
Kline, chairman of the neurosurgery department at Louisiana State
University, whom Dr. Jones described as "a nationally recognized
expert in the surgical treatment of peripheral nerve disorders." Dr.
Kline warned White that surgery would not necessarily be a cure,
describing "the possibility of not helping, and the possibility of defi-
cits." White chose to undergo surgery nonetheless on April 21, 1999.
Dr. Kline wrote that the surgery revealed a serious physical abnormal-
ity. The piriformis muscle "was quite deformed and tethering the
peroneal nerve division, which it had split, and was running in
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between." Dr. Kline resectioned the piriformis muscle and removed
tissue from around the sciatic nerve.
After surgery, White reported initial improvement in June and early
July of 1999. By July 23, however, she was again reporting signifi-
cant pain as well as depression. Dr. Cain wrote that day that
"[p]iriformis syndrome [was] still causing the patient a great deal of
pain," and that White had "an extreme amount of depression second-
ary to her inability to do anything and pain and inability to sleep." She
increased White’s dosages of a painkiller and an antidepressant, and
had White sign a narcotics contract regarding her use of the medica-
tions.
White’s July appointment with Dr. Cain was not the only occasion
on which a doctor observed that the claimant suffered from depres-
sion. Dr. Cain diagnosed depression again on September 22, 1999, for
instance, and wrote that White suffered from "problems at work as
well as at home secondary to pain and its limitations on her life." Dr.
David Abernathy, a longtime physician of White’s, wrote during the
summer after White’s surgery that he did not "see a way around"
White’s medications. "Maggie complains of a lot of pain that is seem-
ingly not understood according to her by her family," he noted. "She
is in an executive position in a company here that is family owned
and has been given almost some ultimatums about leaving the com-
pany."
Both Dr. Jones and Dr. Cain wrote that the patient was still strug-
gling with pain in the summer and fall. While White had gradually
returned to work and was working five days a week in October of
1999, Dr. Jones wrote in October that the patient was "going to cut
back to 3 days a week beginning soon" and added, "I think this would
help her." He wrote that the patient "continues to take fairly hefty
doses" of pain medicines under the supervision of Dr. Cain but that
White "has managed very well with this" and was adhering to her nar-
cotic contract with Dr. Cain. Nevertheless, White told Dr. Cain on
February 3, 2000 that she was unable to sit for any length of time, and
that the only way she could relieve pain was to lie on her right side.
Dr. Cain added, "[A]lthough she continues to try to function in a full-
time capacity, she feels this is becoming intolerable secondary to
pain."
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White left work that month, on February 11. She continued to see
her doctors after leaving Greer Laboratories, and Sun Life relies heav-
ily on a letter generated during one such visit as supporting its denial
of benefits. Dr. Kline wrote to Dr. Jones on March 20, 2000, after see-
ing White for a follow-up appointment:
She has had inexplicable buttock level pain and sciatica for
a number of years . . . [A]fter some relief of her pain in the
buttock, it has come back. She also has some low back pain
and some pain occasionally on the anterior side of the thigh.
It occasionally goes all the way to the calf. She has stopped
her work, but that is more because of familial problems and
work problems than her disability and difficulty with her
back and leg. She is tender in the low back, particularly to
the left . . . She has decreased range of motion to the back,
particularly full flexion. Straight leg raising gives mainly
low back rather than buttock or leg pain. This is so also with
reverse straight leg raising.
Dr. Kline described White’s "sciatic function" on the right and left
sides as "excellent . . . grading 5/5." He wrote, "I think pain manage-
ment we will leave in your hands," but recommended swimming and
physical therapy exercises. "We will see her again in six months and
only wish there was more we could do for her," Dr. Kline wrote.
Dr. Jones spoke with White via phone on March 28, leading him
to write that White "continues to be miserable. She is considering
applying for long term disability, and at this point I think that is prob-
ably the only option left to her." Dr. Jones also noted that White had
undergone another MRI scan, which showed "no change" from the
scan before surgery in 1998.
Dr. Cain wrote that month that White’s pain had worsened since
surgery and that the patient still required large doses of pain medica-
tions and was experiencing "a great deal of distress secondary to this
illness." She suggested White seek treatment for depression, which
White declined because she did not believe it would help. Dr. Cain
increased White’s dosage of pain medication on that visit, and White
reported an improvement in her condition in April, when Dr. Cain
wrote that the patient "appears to have seen an increase in her affect
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as well as decrease in depression" since leaving her job. White
described similar levels of pain during the summer of 2000, but Dr.
Cain wrote that White was still only "able to be active 2-3 hours per
day and then must rest in order to decrease pain."
B.
White applied for long-term disability benefits in an application
dated May 5, 2000. Dr. Jones stated in support of White’s application
that since February 18, 2000, she had been completely unable to work
given her physical limitations, would never be able to work, and was
not capable of performing another occupation on a full or part-time
basis.
Sun Life’s claims consultant recommended that a physician-
consultant, Dr. Sarni, review White’s file. She stated that "[a] doctor
to doctor call may be helpful" in the review. Dr. Sarni did not consult
any of White’s treating physicians, however, nor did he or any other
physician examine White on behalf of the insurer, as Sun Life was
entitled to do under its plan. Instead, Dr. Sarni drafted a brief memo-
randum containing broad assertions about the appropriateness of the
plaintiff’s treatment given her condition — assertions that had not
been made by either of the neurosurgeons or the pain specialist who
treated White over an extended period.
Dr. Sarni described White’s regimen of painkillers and her pre-
scription for the muscle relaxant Valium, in addition to quoting Dr.
Kline’s March 20, 2000 report stating that White stopped work "more
because of familial problems and work problems than her disability."
Dr. Sarni then wrote: "These are extremely high doses of very addic-
tive medication. All of this medication also goes to reset the pain
threshold. Such pain complaints are far out of proportion to the
pathology described. There is no objective data at this point to support
such significant impairments."
Sun Life denied White’s claim. White appealed in October of 2000
and submitted additional medical records, as well as a new letter from
the neurosurgeon Dr. Jones explaining his conclusion that White was
"disabled from performing any work on a continued and sustained
basis due to her ongoing symptoms of chronic pain that have arisen
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from her peripheral nerve disorder," and had been disabled "since at
least February, 2000."
Sun Life again referred White’s file to Dr. Sarni, who dismissed
Dr. Jones’ conclusions in another one-page letter. Dr. Sarni asserted
that Dr. Jones’ conclusions were in "direct contradiction" to the
March 20, 2000 follow-up letter from Dr. Kline, although Dr. Kline
had not questioned Dr. Jones’ conclusions in his letter and Dr. Sarni
had communicated with neither Dr. Kline nor Dr. Jones nor any other
treating physician. Sun Life also submitted White’s file to a voca-
tional consultant. The consultant echoed Dr. Sarni’s interpretation of
Dr. Kline’s report as indicating that family problems were the source
of White’s inability to perform her work responsibilities and con-
cluded, "It is not clear to me what specifically precludes her from
doing her sedentary job." Sun Life informed White that her appeal
had been denied in a letter dated March 28, 2001.
White filed suit under ERISA on March 26, 2004, seeking benefits
under the terms of Sun Life’s disability plan.1 Sun Life sought to dis-
miss White’s ERISA claim on the grounds that it was time-barred as
a result of the provision in Sun Life’s plan stating that the statute of
limitations began to run at an earlier date than federal law would ordi-
narily provide. The district court found this plan provision was con-
trary to ERISA’s statutory scheme, and later determined that Sun
Life’s denial of disability benefits had been an abuse of discretion.
Sun Life now appeals.
II.
A.
Sun Life first contends that White’s complaint should be deemed
untimely. This is not a result dictated by the language of ERISA
itself: Like many federal laws, the cause of action for benefits due
under an ERISA plan does not contain a statute of limitations, nor
does it specify when the statute begins to run. See 29 U.S.C.
§ 1132(a)(1)(B) (2000). As a default, courts faced with such omis-
1White also raised state law claims that the district court held were pre-
empted by ERISA, a decision that White does not appeal.
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sions borrow the state law limitations period applicable to claims
most closely corresponding to the federal cause of action, see Wilson
v. Garcia, 471 U.S. 261, 266-67 (1985), but treat the time at which
the statute begins to run as governed by a uniform federal rule rather
than the laws of the states, see Rawlings v. Ray, 312 U.S. 96, 97-98
(1941); Blanck v. McKeen, 707 F.2d 817, 819 (4th Cir. 1983). The
clock generally begins to run at the time a plaintiff can first file suit.
"While it is theoretically possible for a statute to create a cause of
action that accrues at one time for the purpose of calculating when the
statute of limitations begins to run, but at another time for the purpose
of bringing suit," the Supreme Court has written, "we will not infer
such an odd result in the absence of any such indication in the stat-
ute." Reiter v. Cooper, 507 U.S. 258, 267 (1993). Thus, Reiter held
that payment of a tariff was not a prerequisite to litigating the tariff’s
reasonableness under the Interstate Commerce Act, notwithstanding
a prior Supreme Court decision suggesting otherwise, on the grounds
that Congress’ subsequent change to the accrual date should be under-
stood to control both for statute of limitations purposes and for the
purpose of determining when a claim could be brought. Id.
The ERISA accrual rule we have set forth based upon these princi-
ples is plain and unconditional, and Sun Life does not dispute that its
application would make the plaintiff’s complaint timely. We have
held: "An ERISA cause of action does not accrue until a claim of ben-
efits has been made and formally denied." Rodriguez v. MEBA Pen-
sion Trust, 872 F.2d 69, 72 (4th Cir. 1989). Other circuits have
adopted this same accrual rule for ERISA actions. See Hall v. Nat’l
Gypsum Co., 105 F.3d 225, 230 (5th Cir. 1997); Daill v. Sheet Metal
Workers’ Local 73 Pension Fund, 100 F.3d 62, 66-67 (7th Cir. 1996);
Stevens v. Employer-Teamsters Joint Council No. 84 Pension Fund,
979 F.2d 444, 451 (6th Cir. 1992); Martin v. Construction Laborers
Pension Trust for S. Cal., 947 F.2d 1381, 1386 (9th Cir. 1991);
Mason v. Aetna Life Ins. Co., 901 F.2d 662, 664 (8th Cir. 1990). This
means that the statute of limitations begins to run at the moment when
the plaintiff may seek judicial review, because ERISA plaintiffs must
generally exhaust administrative remedies before seeking judicial
relief. See Makar v. Health Care Corp. of the Mid-Atlantic (Care-
first), 872 F.2d 80, 81 (4th Cir. 1989).
Sun Life asks us, however, to disregard all the usual rules of
accrual and to hold that ERISA plans may specify different accrual
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dates in their governing documents. It relies in large part upon a con-
tracting case preceding the enactment of ERISA, which stated that "in
the absence of a controlling statute to the contrary, a provision in a
contract may validly limit, between the parties, the time for bringing
an action on such contract to a period less than that prescribed in the
general statute of limitations, provided that the shorter period itself
shall be a reasonable period." Order of United Commercial Travelers
of America v. Wolfe, 331 U.S. 586, 608 (1947). The Supreme Court
did not discuss or have before it in Wolfe a provision such as Sun
Life’s that set potential plaintiffs’ limitations periods running before
they could even file suit. And as the dissent acknowledges, see post
at 27-28, ERISA plans are not classical commercial contracts of the
sort at issue in Wolfe. To be sure, ERISA does confer upon plans sub-
stantial power to set their terms: We have held that "[p]lan sponsors,
not federal courts, are empowered by ERISA ‘to adopt, modify, or
terminate welfare plans,’" and we reaffirm "the well-established prin-
ciple that plans can craft their governing principles as they think
best." Gayle v. United Parcel Service, Inc., 401 F.3d 222, 228 (4th
Cir. 2005) (quoting Curtiss-Wright Corp. v. Schoonejongen, 514 U.S.
73, 78 (1995)).
This principle is not boundless, however. Even setting aside the
differences between the contract in Wolfe and an ERISA plan contain-
ing an accrual provision such as Sun Life’s, we cannot enforce the
provision. Parties may establish such accrual provisions only "in the
absence of a controlling statute to the contrary," Wolfe, 331 U.S. at
608, and the accrual provision in the plan flies in the face of the
ERISA statutory framework. Moreover, the endless judicial "reason-
ableness" oversight that the dissent would enlist to save the accrual
provision immerses courts in an extra-contractual and extra-statutory
endeavor that is incompatible with ERISA’s written-plan requirement.
B.
The first barrier to Sun Life’s accrual provision is the remedies
framework established by the ERISA statute. ERISA imposes limits
on plan autonomy through substantive and procedural requirements
intended to protect "the interests of participants in employee benefit
plans and their beneficiaries" and provide "for appropriate remedies,
sanctions, and ready access to the Federal courts." 29 U.S.C.
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§ 1001(b) (2000). Plan drafters enjoy broad latitude, but they cannot
write over the constraints established by federal law.
Sun Life would do just that by starting the clock on its participants’
claims before the participants can even file suit. The company’s
accrual provision runs afoul of the statute’s scheme of mutually rein-
forcing remedies by using the internal review mechanisms mandated
by ERISA in a manner that undermines and potentially eliminates the
ERISA civil right of action. Internal appeals are one cornerstone of
ERISA: The statute requires that "every employee benefit plan shall
— afford a reasonable opportunity to any participant whose claim for
benefits has been denied for a full and fair review by the appropriate
named fiduciary of the decision denying the claim." 29 U.S.C.
§ 1133(2). But judicial review is another: When internal review
mechanisms do not resolve a dispute over benefits, a plan participant
may challenge the plan’s decision in court. See 29 U.S.C. § 1132(a);
Varity Corp. v. Howe, 516 U.S. 489, 513 (1996) (holding that
ERISA’s stated objective of providing "ready access to the Federal
courts" disfavors interpretation of statute that would strip beneficia-
ries of ability to file suit).
These remedies must be interpreted in light of each other. Thus,
although ERISA does not explicitly state that claimants must exhaust
internal appeals before filing suit, courts have universally found an
exhaustion requirement in part because statutory text and structure
establish these twin remedies of administrative and judicial review as
parts of a single scheme. See Makar, 872 F.2d at 82-83; see also
Whitehead v. Okla. Gas & Elec. Co., 187 F.3d 1184, 1190 (10th Cir.
1999) (holding that ERISA requires exhaustion for benefits claims);
Springer v. Wal-Mart Assocs.’ Group Health Plan, 908 F.2d 897, 899
(11th Cir. 1990) (same); Miller v. Metro. Life Ins. Co., 925 F.2d 979,
986 (6th Cir. 1991) (same); Weldon v. Kraft, Inc., 896 F.2d 793, 800
(3d Cir. 1990); Leonelli v. Pennwalt Corp., 887 F.2d 1195, 1199 (2d
Cir. 1989) (same); Drinkwater v. Metro. Life Ins. Co., 846 F.2d 821,
825-26 (1st Cir. 1988) (same); Denton v. First Nat’l Bank of Waco,
Tex., 765 F.2d 1295, 1297 (5th Cir. 1985) (same), reh’g denied, 772
F.2d 904 (5th Cir. 1985); Kross v. W. Elec. Co., 701 F.2d 1238, 1244-
45 (7th Cir. 1983) (holding district court has discretion to require
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exhaustion and ERISA statute favors doing so); Amato v. Bernard,
618 F.2d 559, 566-68 (9th Cir. 1980) (same).2
This interlocking remedial structure does not permit an ERISA
plan to start the clock ticking on civil claims while the plan is still
considering internal appeals. Courts have required exhaustion in light
of the symbiotic relationship between ERISA civil suits and internal
review, but Sun Life would allow one remedy to undercut the other.
Benefit plans would have the incentive to delay the resolution of their
participants’ claims, because every day the plan took for its decision-
making would be one day less that a claimant would have to review
the plan’s final decision, decide whether to challenge it in court, and
prepare a civil action if need be. Indeed, a plan that did not reach a
final decision until after the statute of limitations had run would
deprive a participant of the right to file a civil claim at all. These
incentives to delay would undermine internal appeals processes as
mechanisms for "full and fair review," see 29 U.S.C. § 1133(2), and
undermine the civil right of action as a complement to internal
review, see Varity, 516 U.S. at 513 (noting ERISA is designed to
develop "a sensible administrative system").
C.
Sun Life acknowledges that its rule creates tension between inter-
nal and judicial review requirements, but it proposes to resolve these
tensions through case-by-case review of the "reasonableness" of the
time allotted a claimant to file suit. But this approach is also sharply
at odds with ERISA.
Sun Life does not dispute that across-the-board enforcement of its
2The symbiotic nature of ERISA remedies is also evident in regula-
tions concerning the notice that ERISA plans must provide to claimants
upon denial of benefit claims as part of the plan’s obligations with
respect to "full and fair review." The civil action is treated as an integral
part of this review: plans are directed to include a "description of the
plan’s review procedures and the time limits applicable to such proce-
dures, including a statement of the claimant’s right to bring a civil
action" following an adverse benefits determination. 29 C.F.R.
§ 2560.503.1(g)(iv) (emphasis added).
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own accrual provision would be inconsistent with ERISA’s scheme
of remedies, given the difficulty of allowing plans to deprive their
participants of any or virtually any time in which to file civil suit.
Every claimant covered by an accrual provision such as Sun Life’s
would have less than the full limitations period available to file suit,
and Sun Life acknowledges that a plan’s prolonged deliberations
could in some cases deprive claimants of a reasonable opportunity to
file their civil actions. Sun Life urges us, however, to assess the rea-
sonableness of this compression on a case-by-case basis: "If the limi-
tations period, including the accrual date, is unreasonable, then a
different limitations period should apply." Reply Brief of Appellant
at 7-8. The insurer argues that its accrual provision should be
enforced on the grounds that undue delay or abuse of internal appeals
were "not the circumstances in the present case," because Sun Life
decided White’s benefits claim with more than two years remaining
on the statute of limitations that the plan sets forth. Brief of Appellant
at 40.
Whatever the "reasonableness" of the time available to this particu-
lar claimant, Sun Life’s approach provides no basis for a workable
rule. Indeed, a case-by-case approach to contractual accrual provi-
sions creates as many problems as it would solve. It would be simple
to disregard plan-specified accrual dates when a plan took so long to
make a final benefits determination that a claimant was left with no
time at all in which to file suit. But courts would have no ready means
of determining, as Sun Life proposes, how much "compressing" of the
plaintiff’s limitations period was too "severe[ ]." Brief of Appellant at
40 (quoting district court opinion). These questions could not be
answered by an analysis of the plan document alone, because whether
an accrual provision was "reasonable" with respect to a particular
claimant would change each day that the plan did not issue a final
decision. Moreover, while a case-by-case approach might give courts
a means to intervene in egregious cases, it would not eliminate the
perverse incentives to delay the resolution of claims. Courts would be
hard pressed to ascertain whether these incentives caused a plan to
delay a decision, despite the way in which such manipulation of the
internal review process undermines both ERISA’s civil remedy and
internal appeals as mechanisms of "full and fair review."
Perhaps most importantly, the manner in which Sun Life proposes
to reconcile internal and judicial review would come at the expense
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of ERISA’s "written plan" and participant-notification requirements,
as well as the values of notice and certainty that these requirements
serve. ERISA affords plans broad powers over substance and proce-
dure, but it requires that plans act through written documents, stating,
"Every employee benefit plan shall be established and maintained
pursuant to a written instrument." 29 U.S.C. § 1102(a)(1). The
Supreme Court has described this as a "core functional require-
ment[ ]" that aims to ensure that "every employee may, on examining
the plan documents, determine exactly what his rights and obligations
are under the plan." Curtiss-Wright Corp., 514 U.S. at 83. Plans must
also provide participants with written notification if they deny bene-
fits, describing "the plan’s review procedures and the time limits
applicable to such procedures, including a statement of the claimant’s
right to bring a civil action," 29 C.F.R. § 2560.503-1(g)(iv), written
"in a manner calculated to be understood by the claimant," id.
§ 2560.503-1(g); see also 29 U.S.C. § 1133(1) (setting forth statutory
notice requirement).
A sometimes-enforcing approach to accrual provisions would dis-
regard the written plan requirement and make it impossible for plans
to give their participants the notice of subsequent remedies required
by law. The "reasonable[ness]," "severe[ ] compress[ion]" or "ample
time," rule that Sun Life seeks to have enforced is nowhere contained
in its written plan. Brief of Appellant at 40; Reply Brief of Appellant
at 6. Contractual accrual periods like Sun Life’s would be enforced
sometimes, but not at other times, according to a standard neither con-
tained in the plan document nor evident from its terms. Cf. United
McGill Corp. v. Stinnett, 154 F.3d 168, 172 (4th Cir. 1998)
("ensur[ing] the integrity of written, bargained-for benefit plans"
requires that "the plain language of an ERISA plan must be enforced
in accordance with ‘its literal and natural meaning’") (internal citation
omitted).
Rather than apprising plan participants of their rights, the written
plan would often mislead claimants by setting forth a purported time
limitation that would, in reality, apply only if it satisfied a reasonable-
ness analysis described nowhere in the plan. Some claimants might
conclude the permissible time had passed and not pursue their claim;
others might conclude that it was not worth the effort to litigate a
threshold inquiry into reasonableness. Whatever the effects, reason-
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ableness is a subjective standard whose application to a particular
claimant would shift over time. As a result, neither a plan participant
nor even a court could determine at the moment that a participant
filed proof of claim whether his legal cause of action would accrue
as provided under the plan’s terms.
Sun Life insists that declining to enforce this accrual and limita-
tions provision would amount to holding that "the express federal
statutory mandate that ERISA plans should be enforced according to
their terms is somehow trumped by a federal common law principle."
Reply Brief of Appellant at 1. But it is Sun Life’s position that relies
on standards nowhere mentioned in the plan and it is Sun Life’s posi-
tion that immerses federal courts in a federal common law enterprise
that would undermine the ERISA framework. Nowhere does Sun Life
explain the origins in law of its chosen terminology. Nowhere in Sun
Life’s plan are the standards for when enforcement of an accrual
period would be "unreasonable," Brief of Appellant at 8, would not
provide a claimant "ample time," Reply Brief of Appellant at 6, or
would have the effect of "severely compressing" a claimant’s window
for filing, Brief of Appellant at 40 (quoting district court opinion).
And Sun Life provides no guidance as to how courts should undertake
the extra-statutory and extra-contractual inquiry it proposes, except to
say that its own accrual provision was "eminently reasonable as
applied to the facts in this case." Brief of Appellant at 39.
The fact-dependent scenarios that Sun Life advocates would run
counter to the values of certainty and predictability at the heart of
most accrual and limitations rules. Such a rule of federal common law
would be particularly incompatible with ERISA, given its written plan
requirement and its statutory directive that plans makes the rights of
their participants clear to non-legal readers. See, e.g., 29 U.S.C.
§ 1133(1). In short, the insurer’s approach would impose upon courts
a federal common law methodology less compatible with the ERISA
framework than the familiar accrual rule that federal courts have pre-
sumptively applied.
The decisions of other courts do not persuade us otherwise. The
Ninth Circuit has deemed accrual provisions such as Sun Life’s unen-
forceable, concluding that such provisions create incentives for plans
to use their governing documents to undermine their participants’
15 WHITE v. SUN LIFE ASSURANCE CO.

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civil claims — in the case before it, for instance, by making claims
accrue when proof of loss was due and allowing the statute to expire
before a plan participant knew that his claim had been denied. Price
v. Provident Life & Accident Ins. Co., 2 F.3d 986, 988 (9th Cir. 1993).
"ERISA," the Ninth Circuit wrote, "does not permit such a result." Id.;
see also Miller v. Fortis Benefits Ins. Co., 475 F.3d 516, 520 (3d Cir.
2007) (rejecting district court’s holding that accrual date should be
taken from plan document because "the accrual date for federal
claims is governed by federal law, irrespective of the source of the
limitations period").
While the Seventh Circuit enforced a contractual accrual date, the
focus of its opinion was on plans’ freedom to set limitations periods,
not accrual dates. Doe v. Blue Cross & Blue Shield United of Wis.,
112 F.3d 869, 873-75 (7th Cir. 1997).3 We could not agree more that
ERISA generally affords plans the flexibility to set limitations peri-
ods, nor do we take issue with those decisions enforcing contractual
limitations periods of varying lengths. See, e.g., Wilkins v. Hartford
Life & Accident Ins. Co., 299 F.3d 945, 948-49 (8th Cir. 2002) (bar-
ring suit based upon three-year contractual limitations period that
would have expired even if statute were tolled during plan’s consider-
ation of claim); Northlake Reg’l Med. Ctr. v. Waffle House Sys.
Employee Benefit Plan, 160 F.3d 1301, 1302-04 (11th Cir. 1998)
(enforcing ninety-day limitations period that did not begin to run until
denial of claim). Plans may legitimately wish to avoid extended limi-
tations periods, because the disability status of a particular plaintiff
may shift significantly over time, and because both the interests of
claimants and a plan’s own accounting mechanisms may be served by
prompt resolution of claims. Our quarrel is thus not with the ability
of plans to set limits on the time in which claimants may seek review
but with the lack of fair notice to claimants in Sun Life’s chosen
framework.
3A Fifth Circuit decision that Sun Life also cites does not bear directly
upon this case, because while the Fifth Circuit applied a plan’s accrual
and limitations provision, neither party in the case had challenged the
provision and the plaintiff prevailed. Harris Methodist Fort Worth v.
Sales Support Servs. Inc. Employee Health Care Plan, 426 F.3d 330 (5th
Cir. 2005).
16 WHITE v. SUN LIFE ASSURANCE CO.

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Our dissenting colleague acknowledges that there would be "some
uncertainty" with respect to its approach but contends that this "uncer-
tainty would be no different than that which exists regarding periods
running from the date that a claim is denied." Post at 34. This is
incorrect. Any uncertainty about the reasonableness and hence
enforceability of contractual limitations periods that run from the date
of claim denial is much less than that engendered by contractual
accrual dates such as that of Sun Life, whose enforcement would
depend in each case upon the amount of time needed to resolve a
claim internally and could not be determined at the outset from plan
documents.
Under Sun Life’s approach, there would be compression of the
stated limitations time in every case, some reasonable, and others not.
For instance, here, the three-year limitations period shrunk to approxi-
mately two once the plan completed its appeals. Every limitations
period under Sun Life’s approach would be significantly shortened by
internal deliberations and appeals, and only some accrual provisions
would be enforced. The case-by-case assessment of this compression
that Sun Life advocates not only undermines the ERISA provisions
noticed above but lays waste to limitations periods’ critical purpose
of providing potential plaintiffs with meaningful notice of the timeli-
ness of their actions and providing potential defendants an equally
clear sense of when the time on possible claims has run.4
4Sun Life argues that a court should not enforce the three-year limita-
tions period contained in its plan document without enforcing the accrual
date to which the limitations period is tied, but even if the entire provi-
sion is deemed unenforceable, the limitations period remains three years.
In the absence of a valid contractual provision governing limitations, we
borrow a limitations period from the law of North Carolina, given the
plan’s statement that it "is delivered in North Carolina and subject to the
laws of that jurisdiction." See Dameron v. Sinai Hosp. of Baltimore, Inc.,
815 F.2d 975, 981-82 (4th Cir. 1987) (applying state’s statute of limita-
tions for breach of contract). North Carolina law provides a three-year
limitations period for breach of contract claims. See N.C. Gen. Stat. § 1-
52(1) (2005). Sun Life issued a final denial of White’s claim for disabil-
ity benefits on March 28, 2001, and White filed suit less than three years
later, on March 26, 2004. As a result, her civil action was timely.
17 WHITE v. SUN LIFE ASSURANCE CO.

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D.
The arguments of our fine colleague in dissent do not change our
view. Our colleague points in part to the existence of federal regula-
tions that place outer limits on the amount of time that a plan may
take in deciding a disability claim. The regulations limit the time that
a plan may take in its initial consideration of a disability claim to 45
days from the filing of a claim, with two 30-day extensions allowed
when needed, 29 C.F.R. § 2560.503-1(f)(3) (2006), and they limit the
time that a plan may take in considering an internal appeal to 45 days
from the filing of the appeal, with the possibility of one extension, id.
§§ 2560.503-1(i)(1)(i), 2560.503-1(i)(3)(i).
These time limits are long enough that depending on the length of
the period in the plan, a plan’s decision-making can eat up the entire
limitations period. Moreover, plans will face incentives to delay in
order to squeeze a participant’s potential cause of action even when
total expiration is not in question. On the theory that ERISA plans’
limitations periods can be compared to the limitations periods for
suits brought to set aside administrative decisions, which are ordinar-
ily 30 or 60 days after a decision is rendered, see Blue Cross & Blue
Shield United of Wisc., 112 F.3d at 875, courts generally allow plans
to impose limitations periods of several months in length, which
could easily be consumed by a plan adhering to the periods prescribed
under the regulations. But to repeat: even when a plan’s limitations
period cannot be entirely consumed by its internal decision-making,
there remains the incentive to delay claims and cut short the period
in which a claimant can bring an action, which will be present
whether the plan is capable of eliminating the time available to its
claimants or merely diminishing this time.
Moreover, the time limits prescribed in the regulations are them-
selves somewhat elastic and do not apply to all of the time that would
be counted against a claimant. For instance, the regulations require
that a disability plan provide at least 180 days to appeal an initial ben-
efits determination, 29 C.F.R. §§ 2560.503-1(h)(4), 2560.503-
1(h)(3)(i), but do not set a maximum time for appeals filing, although
the pre-appeal period will be counted against a claimant who may
require some time to obtain relevant or additional materials and pre-
sent an appeal. In addition, by requesting more information for its
18 WHITE v. SUN LIFE ASSURANCE CO.

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determination, a plan can toll time constraints that the regulations
impose on its consideration, even as the limitations period in the plan
document would continue to run against the claimant. Id. § 2560.503-
1(f)(4) (providing that when plan extends claims period to seek addi-
tional information needed to resolve claim, regulatory limitations
period is tolled "from the date on which the notification of the exten-
sion is sent to the claimant until the date on which the claimant
responds to the request for additional information"). While the dissent
engages in speculative calculations under the regulations, it seeks to
soft-pedal the amount of time it might actually take a plaintiff to pre-
sent a meaningful internal appeal. The regulations, which under Sun
Life’s scheme would all apply to post-accrual conduct, thus fail to
alleviate the concerns we have expressed regarding incentive effects,
constantly shifting time periods, the absence of fair notice to all par-
ties, and the continual tension between internal appeals and judicial
review. Perhaps recognizing that the regulations hardly resolve the
problem, the appellant makes no reference to them in its extensive
briefing.
The dissent’s analysis of Sun Life’s provision only deepens our
concerns regarding the extent to which a "reasonableness" standard
will leave plans and their participants at sea. The dissent applies in
one fashion or another the same reasonableness analysis that Sun Life
advocates. Our colleague says he would enforce Sun Life’s provision
to bar White’s claims because it was reasonable "as written," see post
at 34, but underscores the facts of this case, see post at 25-26, 31 n.4
(emphasizing time this particular plaintiff had to file suit). If the dis-
sent is implying that we are to interpret an accrual/limitations scheme
such as Sun Life’s as facially reasonable, that wholly fails to antici-
pate the length of other limitations periods and the length of other
internal appeals processes. In short, the dissent fails to account for the
compression of time that can shorten a stated limitations period to an
"unreasonable" length. If the dissent is suggesting that the limitations
period is reasonable as applied (Sun Life’s position), that gives us lit-
tle guidance beyond the facts of a particular case.
This confusion over whether courts should employ facial reason-
ableness tests or applied reasonableness tests required by proof of
claim accrual provisions is not the only uncertainty created by the dis-
sent. Beyond this, our colleague states that while White had less time
19 WHITE v. SUN LIFE ASSURANCE CO.

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available as a result of Sun Life’s accrual provision than she would
have had in the absence of the provision, the time left by the limita-
tions period would still be "generous," post at 26, "ample," post at 32,
and above all, "eminently reasonable," post at 29 — using the term
"reasonable" or some variation on it more than twenty times through-
out the opinion. These adjectives, however, provide no standards for
determining the enforceability of proof of claim accrual provisions,
beyond making plain the dissent’s view that this particular accrual
provision is a reasonable one, at least in this particular case. Indeed,
the dissent, like Sun Life, cannot foreclose the possibility that the rea-
sonableness of proof of claim accrual/limitations schemes will change
over time: Any position that a limitations provision may still apply
notwithstanding the shortened period left by accrual provisions such
as Sun Life’s to file suit is but another way of saying that a single lim-
itations period may sometimes be reasonable, and at other times not.
The dissent indicates that it is not troubled by the absence of stan-
dards or guidance in its approach. Future claimants and plans would
thus be left to guess at what future courts will do when arguably rea-
sonable limitations periods have arguably been unreasonably short-
ened by accrual provisions that consume time left claimants to file a
civil suit. In this, the dissent misapprehends the function of rules. It
is the purpose of a rule to anticipate the future and to provide the uni-
verse of possible parties with a clear standard to which they can con-
form their conduct.
In rejecting operation of the familiar federal accrual standard, the
dissent does a disservice to all parties to an ERISA dispute. The irony
is that the dissent would abandon a rules-based approach for case-by-
case uncertainty in the context of accrual rules and limitations peri-
ods, where certainty is particularly desirable. See Rotella v. Wood,
528 U.S. 549, 555 (2000) (rejecting proposed accrual rule deemed "at
odds with the basic policies of all limitations provisions: repose, elim-
ination of stale claims, and certainty about a plaintiff’s opportunity
for recovery and a defendant’s potential liabilities"). The irony is only
multiplied when an undefined reasonableness standard is adopted in
the context of a statute that places a premium on clear notice and
comprehensible plan provisions. Our good colleague says plans must
be interpreted "as written," post at 34, but the opposite result obtains
under his standard where the interplay of accrual and limitations pro-
20 WHITE v. SUN LIFE ASSURANCE CO.

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visions and the tensions between internal and judicial review would
only magnify the uncertainty that ERISA’s framework of written
instruments with clear rules and plain notice was designed to prevent.
III.
Inasmuch as White’s disability claim was not time-barred, we must
proceed to the merits. The district court found that Sun Life’s denial
of benefits should be reviewed under an abuse of discretion standard
because Sun Life’s written plan gave the insurer discretionary author-
ity to make disability determinations. See Booth v. Wal-Mart Stores,
Inc. Assocs. Health & Welfare Plan, 201 F.3d 335, 341-42 (4th Cir.
2000) (holding that abuse of discretion review should apply to fidu-
ciary’s discretionary decision under ERISA). This standard requires
that a decision be rationally supportable, which in turn requires that
it be "the result of a deliberate, principled reasoning process" and
"supported by substantial evidence." Bernstein v. CapitalCare, Inc.,
70 F.3d 783, 788 (4th Cir. 1995) (internal citation omitted). When, as
here, a plan "both administers the plan and pays for benefits received
by its members," so that a denial of benefits improves the insurer’s
bottom line, courts consider this as a factor in their review. Id. The
district court granted summary judgment to White under this standard
because it found disability benefits could not have reasonably been
denied based upon the evidence.
White’s disability claim came after she consulted with multiple
specialists over the course of more than two years regarding severe
and chronic pain in her lower back, buttocks, and legs. Surgery
revealed that White’s pain was no phantom syndrome: her "quite
deformed" piriformis muscle was, as her surgeon put it, "tethering the
peroneal nerve division, which it had split, and was running in
between." Dr. Kline, the surgeon whom both parties describe as a
nationally recognized expert, warned that surgery would not necessar-
ily end the patient’s chronic pain. White chose to go forward, but she
reported that while the severity of her pain ebbed and flowed follow-
ing the operation, it never subsided.
The physicians who treated White before and after her surgery pre-
scribed painkillers and muscle relaxants for symptoms they regarded
as quite serious. Dr. Jones and Dr. Cain explained that White’s
21 WHITE v. SUN LIFE ASSURANCE CO.

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extreme pain and the inability to sit at work were consequences of
piriformis syndrome, unresolved after surgery. Dr. Jones wrote that he
believed long-term disability was "probably the only option left to
her," and explained his conclusion in a letter submitted to Sun Life.
"Based on my experience and my treatment of Ms. White over the
past two years, I do believe that she is disabled from performing any
work on a continued and sustained basis due to her ongoing symp-
toms of chronic pain that have arisen from her peripheral nerve disor-
der," he wrote, adding that in his professional opinion, White had
been "disabled from any occupation since at least February, 2000."
To be sure, ERISA does not impose a treating physician rule, under
which a plan must credit the conclusions of those who examined or
treated a patient over the conclusions of those who did not. Sheppard
& Enoch Pratt Hosp., Inc. v. Travelers Ins. Co., 32 F.3d 120, 126 (4th
Cir. 1994). But ERISA does require that in order to deny benefits, an
insurer must present a basis "a reasoning mind would accept as suffi-
cient" to support its decision. LeFebre v. Westinghouse Elec. Corp.,
747 F.2d 197, 208 (4th Cir. 1984) (internal citation omitted). Sun Life
has not done so. It first suggests that it justifiably denied benefits
because the opinions of White’s treating physicians conflicted. "[I]t
is not an abuse of discretion for a plan fiduciary to deny . . . benefits
where conflicting medical reports were presented," Elliott v. Sara Lee
Corp., 190 F.3d 601, 606 (4th Cir. 1999), but Drs. Cain, Jones, and
Kline did not submit conflicting reports. To the contrary, the reports
indicate that the physicians collaborated by referring the patient to
different doctors for the different aspects of her care, sharing their
findings, and referencing each other’s treatments and conclusions in
a manner indicating a single treatment plan.
For instance, Dr. Jones referred White to Dr. Cain for management
of her narcotic medications, and Dr. Cain routinely sent Dr. Jones the
treatment reports from the resulting visits, noting in one report that
she was also sending Dr. Jones a copy of the contract that White had
signed. Dr. Jones then incorporated Dr. Cain’s medication regimen in
his own treatment reports. Similarly, Dr. Kline corresponded with Dr.
Jones regarding White’s treatment, and deferred to the medication
regimen that Dr. Jones and Dr. Cain had established, writing on
March 20, 2000, "I think pain management we will leave in your
hands."
22 WHITE v. SUN LIFE ASSURANCE CO.

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Sun Life disregards this mutual reliance and instead seeks to make
much of several sentences taken out of context from Dr. Kline’s
March letter as establishing a disagreement among the physicians.
Sun Life notes that Dr. Kline wrote that the "sciatic function" on his
patient’s right and left side was excellent. Nothing in Dr. Kline’s let-
ter, however, suggests that he believed this meant that White’s pain
was illusory. To the contrary, the sentence upon which Sun Life relies
is the last in a long paragraph indicating that the patient suffered from
serious ills, namely lower-back, buttock, and leg pain and decreased
range of motion. Dr. Kline’s follow-up recommendations further indi-
cate that he credited White’s reports, in that the surgeon suggested
exercises to ease her pain and did not recommend reducing White’s
intake of medications. Simply put, the remark on which Sun Life
relies does not contradict Dr. Jones’ description of total disability, or
for that matter the rest of Dr. Kline’s own report. Cf. Myers v. Hercu-
les, Inc., 253 F.3d 761, 766-67 (4th Cir. 2001) (rejecting denial of dis-
ability benefits based upon sentences in physician reports taken out
of context, when reports as a whole supported finding of disability).
We also fail to find a basis for denying benefits in the other sen-
tence in Dr. Kline’s report upon which Sun Life relies. While Dr.
Kline wrote that White stopped her work at Greer Laboratories "more
because of familial problems and work problems than her disability
and difficulty with her back and leg," this one sentence does not cast
doubt upon her disability. Nothing in Dr. Kline’s report suggests that
the family conflicts and workplace difficulties were in any way inde-
pendent of White’s disability, and other reports explain all these prob-
lems as intertwined. Nor is the reason for White’s departure relevant,
so long as White was unable to perform her occupation — a fact sup-
ported by the abundant medical evidence, and upon which Dr. Kline
did not express doubt. As the district court wrote, "Whether an
employee is physically present at work, and whether she is able to
perform the material duties of her occupation while there, are two
separate issues. Dr. Kline’s statement relates to the former, but dis-
ability under the Plan is premised on the latter."
In the absence of a conflict among White’s physicians, Sun Life
turns to two brief letters by Dr. Sarni, a physician-consultant. Dr.
Sarni never examined the patient nor did he at any time contact any
of White’s own doctors, two of whom were neurosurgeons whose
23 WHITE v. SUN LIFE ASSURANCE CO.

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speciality thus included White’s syndrome, and all of whom had
treated White for an extended period. While Dr. Sarni’s two one-page
letters expressed skepticism about White’s disability, his conclusions
lack support in White’s medical records. Dr. Sarni summarized the
patient’s medication regimen and wrote that her "pain complaints are
far out of proportion to the pathology described," adding, "There is
no objective data at this point to support such significant impair-
ments." This statement, however, is flatly incorrect. MRI and other
tests were unable to pinpoint White’s problem prior to surgery, but
surgery revealed a severe physical deformity consistent with White’s
complaints of pain in the lower back, buttocks, and legs. White’s sur-
geon warned that an operation would not necessarily solve White’s
problems and suggested that it might aggravate them. This finding of
"severe abnormality" during major surgery provides objective evi-
dence of White’s impairments.
Furthermore, Dr. Sarni’s suggestion that White’s medications were
excessive — based exclusively upon a review of White’s medical
records — lacks a basis in the records themselves. There is no doubt
that White took painkillers. The file is replete, however, with physi-
cian statements that the doctors who examined and treated White
believed these drugs were needed to ease her pain. See, e.g., Decem-
ber 19, 2000 letter from Dr. Jones (stating that after surgery White
"continued to require extremely large doses of narcotics for pain con-
trol" and describing White as "disabled from performing any work on
a continued and sustained basis due to her ongoing symptoms of
chronic pain that have arisen from her peripheral nerve disorder");
November 22, 2000 report of Dr. Cain (stating patient’s prescriptions
"have been continually re-evaluated" and that the "patient appears to
need this dosage in order to function"); April 17, 2000 report of Dr.
Cain (stating "[c]hronic pain secondary to piriformis syndrome . . .
appears to be slightly improved" after dosage adjustment and stating
patient should "[c]ontinue current medications with no increase at this
time"). In fact, Sun Life refers us to no statement from any of those
treating White that the pain medication was unnecessary or that the
pain itself was imagined.
The other evidence upon which Sun Life relies is equally unavail-
ing. A vocational consultant who also did not examine White wrote
that "[i]t is not clear to me what specifically precludes her from doing
24 WHITE v. SUN LIFE ASSURANCE CO.

-- 24 of 36 --

her sedentary job," but offered no reason why the constant pain and
inability to sit described by White’s various examining physicians did
not fully support Dr. Jones’ conclusion that his patient was unable to
work. Moreover, contrary to Sun Life’s suggestion, the fact that
White suffered from depression does not indicate that her reports of
chronic pain were an expression of psychiatric problems that White
refused to treat. White’s treating physicians repeatedly described the
claimant’s depression as a product of serious pain and inability to
work or perform other activities, rather than the cause of those prob-
lems.
In sum, none of the material to which Sun Life points undercuts the
account of prolonged disability presented consistently by White’s
medical records and her physicians’ statements. White’s pain was
such that she elected to undergo major surgery whose outcome was
uncertain in hope of finding some relief. The surgery revealed a sig-
nificant deformity. In the operation’s aftermath, White continued to
make multiple visits to multiple physicians for leg, lower-back, and
buttock pain, which White complained prevented her from perform-
ing her job responsibilities and caused depression and family prob-
lems. The copious medical records from these visits provide no basis
to conclude that White’s pain was illusory or that she began suddenly
to malinger in a company where she had risen through the ranks for
well over a decade. Because Sun Life appears to have "reached its
decision only by misreading some evidence and by taking other bits
of evidence out of context," Myers, 253 F.3d at 768, we cannot find
its denial of benefits was supportable.
IV.
For the foregoing reasons, the judgment of the district court is
AFFIRMED.
WILKINS, Chief Judge, dissenting:
The plan states that "[n]o legal action may start . . . more than 3
years after the time Proof of Claim is required," which equated here
to August 9, 2003. J.A. 636. Despite an uneventful administrative
25 WHITE v. SUN LIFE ASSURANCE CO.

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claim process, White failed to meet this deadline. Sun Life first
denied White’s claim on August 15, 2000 and then denied her appeal
of that decision by letter dated March 28, 2001. At that point, White,
who was represented by counsel, had no further administrative reme-
dies to exhaust and was left with more than 28 months to decide
whether to file a civil action. Yet, she did not bring the present action
until March 26, 2004—more than seven months too late.
Having failed to bring suit within the generous period that the plan
allowed, White now attempts to avoid the clear application of the plan
language. The majority allows White to do just that, refusing to
enforce the plan terms and holding that the plan drafters were not
authorized to require that civil actions be filed within three years of
the date that a claimant’s Proof of Claim was due. Because I believe
the majority’s refusal to enforce the plan as written is plainly unjusti-
fied, I respectfully dissent.
I.
A.
ERISA requires that any employee benefit plan be "established and
maintained pursuant to a written instrument." 29 U.S.C.A.
§ 1102(a)(1) (West 1999). It also mandates that plan terms be
enforced, expressly providing causes of action to compel enforcement
of plan terms and to remedy failures to enforce plan terms. See
29 U.S.C.A. § 1104(a)(1)(D) (West 1999) (requiring plan fiduciaries
to discharge their duties "in accordance with the documents and
instruments governing the plan"); 29 U.S.C.A. § 1132(a)(1)(B) (West
1999) (allowing participants to pursue a civil action "to enforce [their]
rights under the terms of the plan"); 29 U.S.C.A. § 1132(a)(3) (West
1999) (providing cause of action "to enjoin any act or practice which
violates . . . the terms of the plan" or to obtain other equitable relief
"to enforce . . . the terms of the plan"). Indeed, "one of the primary
functions of ERISA is to ensure the integrity of written, bargained-for
benefit plans." United McGill Corp. v. Stinnett, 154 F.3d 168, 172
(4th Cir. 1998). For this reason, "the plain language of an ERISA plan
must be enforced in accordance with its literal and natural meaning."
Id. (internal quotation marks omitted).
26 WHITE v. SUN LIFE ASSURANCE CO.

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Congress intended for courts to develop federal common law
regarding ERISA to supplement its statutory provisions. See Pilot Life
Ins. Co. v. Dedeaux, 481 U.S. 41, 56 (1987). However, this authority
is limited to circumstances in which it is "necessary to fill in intersti-
tially or otherwise effectuate the ERISA statutory pattern enacted in
the large by Congress." United McGill Corp., 154 F.3d at 171 (inter-
nal quotation marks & alteration omitted). Thus, "resort to federal
common law generally is inappropriate when its application would
conflict with the statutory provisions of ERISA . . . or threaten to
override the explicit terms of an established ERISA benefit plan." Id.
(internal quotation marks & alteration omitted). The majority’s resort
to federal common law here is clearly inappropriate for both reasons.
White’s suit seeks benefits under an employee benefit plan pursu-
ant to ERISA, see 29 U.S.C.A. § 1132(a)(1)(B). ERISA does not con-
tain an express limitations period applicable to causes of action under
this section. Thus, for default rules, courts have looked to state law
regarding the length of limitations periods, see Wilson v. Garcia, 471
U.S. 261, 266-67 (1985), while holding that federal law governs the
date when the limitations period commences, see Rawlings v. Ray,
312 U.S. 96, 98 (1941). Notwithstanding the existence of these
default rules,
it is well established that, in the absence of a controlling
statute to the contrary, a provision in a contract may validly
limit, between the parties, the time for bringing an action on
such contract to a period less than that prescribed in the gen-
eral statute of limitations, provided that the shorter period
itself shall be a reasonable period.
Order of United Commercial Travelers v. Wolfe, 331 U.S. 586, 608
(1947).
The Wolfe rule clearly applies to an ERISA plan, which, after all,
"is nothing more than a contract, in which parties as a general rule are
free to include whatever limitations they desire." Northlake Reg’l
Med. Ctr. v. Waffle House Sys. Employee Benefit Plan, 160 F.3d
1301, 1303 (11th Cir. 1998). Although such contracts are not negoti-
ated individually with employees, employee benefits comprise part of
an employee’s compensation package, and companies that erect
27 WHITE v. SUN LIFE ASSURANCE CO.

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unreasonable barriers to their employees’ receipt of benefits can hurt
themselves in competing for employees.1 See Doe v. Blue Cross &
Blue Shield United of Wis., 112 F.3d 869, 874 (7th Cir. 1997).
The plan here states in no uncertain terms that "[n]o legal action
may start . . . more than 3 years after the time Proof of Claim is
required." J.A. 636. The plan provides that Proof of Claim was
required "no later than 90 days after the end of the Elimination
Period." Id. at 638. The "Elimination Period" is defined as "a period
of continuous days of Total or Partial Disability for which no LTD
Benefit is payable." Id. at 612. Under the plan terms, the "Elimination
Period" was 90 days and "beg[an] on the first day of Total or Partial
Disability." Id. at 605, 612. White alleged in her complaint that her
first day of "Total Disability" was February 11, 2000. Thus, her Elim-
ination Period expired on May 11, 2000, and her Proof of Claim was
due on August 9, 2000.2 The terms of the plan therefore required that
1Additionally, Congress’ decision not to include a limitations period in
the applicable statute specifically demonstrates a willingness to accept
reasonable agreed-upon limitations periods. See Taylor v. W. & S. Life
Ins. Co., 966 F.2d 1188, 1205 (7th Cir. 1992).
2White argues that Proof of Claim was actually due one year and 90
days from the end of the Elimination Period. That is incorrect. The plan
states that for long term disability,
proof of claim must be given to Sun Life no later than 90 days
after the end of the Elimination Period.
If it is not possible to give proof within these time limits, it must
be given as soon as reasonably possible. Proof of claim may not
be given later than one year after the time proof is otherwise
required unless the individual is legally incompetent.
Id. at 638. Here, it clearly was possible for White to give Proof of Claim
within the 90 days after the end of the Elimination Period, as she in fact
did so.
White also argues that her suit was timely filed because North Caro-
lina General Statutes § 58-51-15(a)(7) (2005) provides that a proof of
loss is not due until "180 days after the termination of the period for
which the insurer is liable." That statutory provision is plainly inapplica-
ble here as it concerns claims for which the insurer has determined there
is a qualifying disability that would entitle the claimant to "periodic pay-
ment[s] contingent upon continuing loss." N.C. Gen. Stat. § 58-51-
15(a)(7).
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any suit based on the facts before us be filed on or before August 9,
2003. On that basis, the limitations period contained in the plan must
be enforced unless controlling law prohibits modification of the
default rule or the period provided in the plan is unreasonable. Neither
of these circumstances pertains here.
First, no controlling law prohibits adoption of the limitations period
specified in the plan. As the majority observes, under the general fed-
eral rule, a cause of action under § 1132(a)(1)(B) accrues when a plan
administrator formally denies a claim, see Rodriguez v. MEBA Pen-
sion Trust, 872 F.2d 69, 72 (4th Cir. 1989).3 See ante, at 9. But, a fed-
eral rule concerning when a limitations period begins in the absence
of an agreement to adopt a shorter period certainly is not a rule pro-
hibiting adoption of a shorter period. See Wetzel v. Lou Ehlers Cadil-
lac Group Long Term Disability Ins. Program, 222 F.3d 643, 650
(9th Cir. 2000) (en banc) (holding that even though federal law pro-
vided accrual date for § 1132(a)(1)(B) cause of action, whether sepa-
rate limitations period provided in the plan barred plaintiff’s action
presented a separate question); cf. Harbor Ct. Assocs. v. Leo A. Daly
Co., 179 F.3d 147, 150-51 (4th Cir. 1999) (affirming enforcement of
provision contracting around Maryland’s default rule setting the date
on which the limitations period would commence "[i]n light of
[Maryland’s] established judicial commitment to protecting individu-
als’ efforts to structure their own affairs through contract"). Indeed,
the Wolfe rule presumes that a default limitations period exists and
provides that the parties can agree to a shorter period as long as it is
reasonable.
Second, this limitations period was eminently reasonable. Nowhere
in the record is there any suggestion that the limitations period was
"a subterfuge to prevent lawsuits." Northlake Reg’l Med. Ctr., 160
F.3d at 1304. Indeed, the limitations period was the very one that
North Carolina and the vast majority of other states require be
included in insurance policies like the one at issue here, see N.C. Gen.
3While Rodriguez dictates when the cause of action arises, the
Supreme Court has recognized that the event that gives a party the right
to bring suit need not be the same as the event that commences the run-
ning of a limitations period. See Reiter v. Cooper, 507 U.S. 258, 267
(1993).
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Stat. § 58-51-15(a)(11) (2005); Wetzel, 222 F.3d at 647 n.5 (listing
states). It is one that at least two circuits have held to be reasonable.
See Doe, 112 F.3d at 874-75 (holding on facts essentially identical to
those of the present case that plan limitations period was reasonable);
Blaske v. UNUM Life Ins. Co. of Am., 131 F.3d 763, 764 (8th Cir.
1997) (holding that limitations period identical to that at issue here
was reasonable). Tying the limitations period to the date on which
proof of claim is due serves the important function of ensuring that
a civil action is not too remote in time from the events giving rise to
the plaintiff’s claim. See Mo., Kan. & Tex. Ry. Co. v. Harriman Bros.,
227 U.S. 657, 672 (1913) (explaining that the purpose of a limitations
period is to avoid a loss of evidence as the result of the passage of
time); ante, at 16 ("Plans may legitimately wish to avoid extended
limitations periods, because the disability status of a particular plain-
tiff may shift significantly over time, and because both the interests
of claimants and a plan’s own accounting mechanisms may be served
by prompt resolution of claims.").
Although the period here could commence before a claim was for-
mally denied, the three-year period was easily sufficient to preserve
the claimant’s rights considering the nature of a § 1132(a)(1)(B) suit:
A suit under ERISA, following as it does upon the comple-
tion of an ERISA-required internal appeals process, is the
equivalent of a suit to set aside an administrative decision,
and ordinarily no more than 30 or 60 days is allowed within
which to file such a suit. Like a suit to challenge an adminis-
trative decision, a suit under ERISA is a review proceeding,
not an evidentiary proceeding. It is like an appeal, which in
the federal courts must be filed within 10, 30, or 60 days of
the judgment appealed from, depending on the nature of the
litigation, rather than like an original lawsuit.
Doe, 112 F.3d at 875 (citations omitted); see also Northlake Reg’l
Med. Ctr., 160 F.3d at 1304 (enforcing limitations period of 90 days
from denial of claim). The Department of Labor regulations applica-
ble to the plan here require that a plan administrator notify a claimant
of a denial of benefits within a reasonable period not to exceed 45
days after receipt of the claim. See 29 C.F.R. § 2560.503-1(f)(3)
(2006). In certain circumstances, this period may be extended up to
30 WHITE v. SUN LIFE ASSURANCE CO.

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60 additional days. See id. And, if the plan administrator determines
that additional information is needed to resolve the claim, the time the
claimant takes to produce the information is not counted toward the
administrator’s time limitations. See 29 C.F.R. § 2560-503-1(f)(4)
(2006). If a claimant seeks internal review of the plan administrator’s
decision, the plan must notify a claimant of its determination within
a reasonable time period not to exceed 45 days, with the possibility
of an extension of up to 45 additional days. See 29 C.F.R. § 2560.503-
1(i)(3) (2006). If the plan fails to make a decision within these dead-
lines, administrative remedies will be considered to be exhausted, and
a claimant is entitled to file suit. See 29 C.F.R. § 2560.503-1(l)
(2006). These time limitations ensure that even if a plan had obtained
all possible extensions, it could take only 195 days of the three-year
(1,095-day) limitations period. Thus, even under this extreme sce-
nario, if a claimant spent six months responding to requests for addi-
tional information and another six months preparing an administrative
appeal, she would still have almost a year and a half to decide
whether to initiate a civil action. This is far more than the 30 or 60
days that would be sufficient for such a decision. See Doe, 112 F.3d
at 875. Accordingly, the three-year time period is not only more than
sufficient to eliminate any significant possibility that a claimant could
be disadvantaged; it likely leaves claimants with much more than 30
or 60 days after the claim is denied in which to bring suit.4 Thus, the
period was clearly reasonable.
B.
The majority concludes that although parties may agree to modify
the length of a limitations period, they may not reject the federal
default rule that the period begins when the claim is denied. See ante,
at 11 (holding that the plan drafters may not provide that the limita-
tions period can commence before administrative remedies have been
exhausted because they "cannot write over the constraints established
by federal law"). This is plainly incorrect. Wolfe allows parties to a
4In fact, that was the case with White. Sun Life first denied White’s
claim on August 15, 2000. It then denied her appeal of that decision by
letter dated March 28, 2001, leaving White with no further administrative
remedies to exhaust. White, who was represented by counsel, then had
more than 28 months within which to file an action in district court.
31 WHITE v. SUN LIFE ASSURANCE CO.

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contract to limit "the time for bringing an action" so long as the
agreed upon period is reasonable. Wolfe, 331 U.S. at 608. Shortening
the length of the default limitations period is only one way to limit
the time for bringing an action. Setting a date earlier than the default
date for commencement of the period is another. See, e.g., Harbor Ct.
Assocs., 179 F.3d at 150-51. Moreover, as noted above, tying the lim-
itations period to the date that Proof of Claim was due—as opposed
to beginning the period only when a claim is denied—has the per-
fectly rational purpose of ensuring that no suit is too remote in time
from the events giving rise to the claim. See Harriman Bros., 227
U.S. at 672. The Wolfe rule and the freedom-of-contract principles
underlying it clearly allow such a shortening of the limitations period
to achieve this goal.
The majority also concludes that federal common law prohibits the
adoption of the limitation period included in the plan because it would
undercut the right to bring a § 1132(a)(1)(B) action. See ante, at 12
(holding that the "interlocking remedial structure [between adminis-
trative and judicial review] does not permit an ERISA plan to start the
clock ticking on civil claims while the plan is still considering internal
appeals"). The majority notes that with the limitations period in the
plan, the clock can begin running before a claimant is entitled to file
suit, thereby either reducing the time she has to bring suit or eliminat-
ing it altogether. See id. at 12. The majority also submits that such
periods give plan administrators a motive to delay denying claims so
as to reduce the time that plaintiffs have to bring suit. See id.
I believe the majority’s concerns and its invocation of federal com-
mon law are without basis and certainly do not justify a refusal to
enforce the plan terms. As I have explained, the three-year period is
well-designed to leave a claimant with ample time to decide whether
to file a civil action. Further, the fact that the regulations allow a plan
administrator to spend no more than 195 days deciding a claim and
administrative appeal eliminates any significant possibility that a
devious plan administrator could believe he could run out the three-
year clock on a claimant before the claimant could sue. The presence
of the clearly stated period serves to notify the parties from the very
beginning of the process of the date by which a civil suit must be ini-
tiated. There is simply no reason to believe that diligent claimants
32 WHITE v. SUN LIFE ASSURANCE CO.

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under this plan would have any trouble protecting their rights, and the
majority does not contend otherwise.
Regardless of whether we might identify policy reasons why the
default period would be preferable, it is for the plan drafter, not this
court, to determine the plan terms. See Black & Decker Disability
Plan v. Nord, 538 U.S. 822, 833 (2003) ("[E]mployers have large lee-
way to design . . . plans as they see fit."); Gayle v. UPS, 401 F.3d 222,
228 (4th Cir. 2005) (noting "the well-established principle that plans
can craft their governing principles as they think best"); cf. Kress v.
Food Employers Labor Relations Ass’n, 391 F.3d 563, 570 (4th Cir.
2004) (rejecting argument that plan term requiring attorneys’ fees to
be subrogated to plan reimbursement should not be enforced because
it would discourage litigation). Despite the majority’s statement that
it "reaffirm[s]" that principle, ante, at 10, I believe its decision clearly
undermines it.
The majority concludes that its resort to federal common law to
defeat the plain language of the plan is justified because enforcement
of the limitations period would "immerse[ ] federal courts in a federal
common law enterprise that would undermine the ERISA frame-
work." Id. at 15. The "enterprise" that the majority refers to is deter-
mining whether the amount of time a claimant actually has after a
denial to file a civil action is "reasonable," so that the plan period may
be enforced under Wolfe. See id. The majority similarly concludes
that refusing to enforce the limitations period plainly provided for in
the plan is necessary to eliminate the uncertainty that could exist
regarding whether the time a claimant has left to file after a claim is
denied is reasonable. See id. at 15-17. But, with all due respect to the
majority, it is only the majority’s departure from the plain language
of the plan that immerses the court in federal common law and creates
uncertainty regarding plan terms.
The majority recognizes that despite the uncertainty regarding what
limitations period length will be held to be reasonable under Wolfe,
"ERISA generally affords plans the flexibility to set limitations peri-
ods." Id. at 16. The majority concludes, though, that the uncertainty
rises to an unacceptable level when limitations periods run from the
date of the claim because determination of whether the period is rea-
sonable depends "in each case upon the amount of time needed to
33 WHITE v. SUN LIFE ASSURANCE CO.

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resolve a claim internally" and thus "could not be determined at the
outset from plan documents." Id. at 17; see id. at 12-15. However, the
majority never explains why it believes that the reasonableness or
unreasonableness of a plan term could be altered by such subsequent
events, and I certainly do not believe that it could. We should judge
the reasonableness of a limitations period that runs from the date
proof of claim is due as we judge any other limitations period, by
determining the reasonableness of the term as written. While there
would be, of course, some uncertainty regarding what we would hold
to be the shortest reasonable period, that uncertainty would be no dif-
ferent than that which exists regarding periods running from the date
that a claim is denied. In contrast, the vague "tension" that the major-
ity relies on here to defeat the plain terms of the plan surely will give
rise to much future litigation concerning what other plan terms are in
"tension" with ERISA policies such that they may not be enforced,
necessitating the development of much more extensive federal com-
mon law on the subject. Id. at 12.
Similarly, it is only the majority’s refusal to enforce the clear plan
terms that fails to promote proper notice to the parties. See United
McGill Corp., 154 F.3d at 172 (explaining that "the plain language of
an ERISA plan must be enforced" and that "one of the primary func-
tions of ERISA is to ensure the integrity of written, bargained-for
benefit plans"). From the time that White filed her administrative
claim here, the date by which she was required to file a civil action
was set at August 9, 2003. With all the majority’s discussion of "pro-
viding potential plaintiffs with meaningful notice of the timeliness of
their actions and providing potential defendants an equally clear sense
of when the time on possible claims has run," ante, at 17, it is the
majority that pulls the rug out from under the parties at this late stage
of the litigation by refusing to enforce the plan as written. By refusing
to enforce the limitations period clearly provided in the plan when
that period is well designed to serve the interests underlying statutes
of limitations, the majority will also leave future claimants and plan
administrators under a variety of plans wondering which plan provi-
sions this court will refuse to apply next.
C.
It bears noting that the Seventh Circuit, in a thorough and well-
reasoned opinion by then-Chief Judge Posner, enforced the very limi-
34 WHITE v. SUN LIFE ASSURANCE CO.

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tations period at issue here. See Doe, 112 F.3d at 872-73, 875. The
majority brushes Doe aside, stating that while it "enforced a contrac-
tual accrual date, the focus . . . was on plans’ freedom to set limita-
tions periods, not accrual dates." Ante, at 16. This characterization is
simply incorrect. In applying the Wolfe reasonableness rule, Doe con-
sidered the appropriateness of the "limitations period," Doe, 112 F.3d
at 873 (emphasis in original), which it correctly understood to include
the event that commences the period as well as the length of the
period. In this regard, Doe clearly considered the fact that the limita-
tions period commenced when proof of claim is due and that the
resulting period could theoretically be compressed or eliminated if the
plan’s resolution of the claim took a very long time. See id. Even con-
sidering that the length of the period would vary depending upon the
time the plan takes to deny the claim, Doe found the period to be "rea-
sonable in general and in th[at] case" in light of the fact that "a suit
under ERISA is a review proceeding, not an evidentiary proceeding,"
and thus, "is like an appeal, which in the federal courts must be filed
within 10, 30, or 60 days of the judgment appealed from." Id. at 875;
accord Blaske, 131 F.3d at 764 (holding an identical limitations
period to be reasonable).
On the other hand, the two contrary decisions cited by the majority
are wholly unpersuasive. See ante, at 16. In refusing to enforce plan
terms regarding when the applicable limitations period begins, both
decisions simply rely on the federal default rule that ERISA claims
accrue when a claim for benefits has been denied, without so much
as discussing whether the Wolfe rule would allow the plan to adopt
a reasonable shorter period. See Miller v. Fortis Benefits Ins. Co., 475
F.3d 516, 520-21 (3d Cir. 2007); Price v. Provident Life & Accident
Ins. Co., 2 F.3d 986, 988 (9th Cir. 1993). It is therefore not surprising
that the majority makes only cursory mention of these decisions. See
ante, at 16.
II.
In sum, the ERISA plan before us plainly requires that any civil
action be brought within three years of the date White’s Proof of
Claim was due. Because no law prevents the plan from adopting a
limitations period shorter than the default period, Supreme Court pre-
cedent requires that the plan period be enforced so long as it is rea-
35 WHITE v. SUN LIFE ASSURANCE CO.

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sonable. The period here was eminently reasonable—generous even
—and well constructed to prevent a suit too temporally removed from
the events underlying it. That the majority refuses to enforce it is trou-
bling and will no doubt leave plan administrators and participants in
this circuit guessing which plan term this court will next refuse to
enforce on the basis that it "creates tension" with ERISA policies. Id.
at 12.
I would reverse the judgment to White and remand for entry of
judgment in favor of Sun Life. I respectfully dissent from the majori-
ty’s contrary decision.
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