CELLA v. LILLY USA LLC et al

1:24-cv-00814InsdNov 10, 2025

Full text

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
DANIEL CELLA, 	)
)
Plaintiff, 	)
)
v. 	) 	No. 1:24-cv-00814-TWP-MKK
)
LILLY USA LLC, and 	)
THE LILLY SEVERANCE PAY PLAN, 	)
)
Defendants. 	)
ORDER GRANTING DEFENDANTS' MOTION FOR SUMMARY JUDGMENT
This matter is before the Court on a Motion for Summary Judgment filed by Defendants
Lilly USA LLC ("Lilly USA") and the Lilly Severance Pay Plan1 (the "Plan") (together, "Lilly")
pursuant to Federal Rule of Civil Procedure 56 (Filing No. 73). After being terminated from Lilly
USA and denied severance benefits under the Plan, Plaintiff Daniel Cella ("Cella") brought this
action under the Employee Retirement Income Security Act, 29 U.S.C. §§ 1001–1193c ("ERISA").
Lilly successfully moved to dismiss one of Cella's two ERISA claims and now moves for summary
judgment on the remaining claim, asserting that the denial of benefits under the Plan was not
arbitrary or capricious. For the reasons explained in this order, summary judgment is granted.
I. 	BACKGROUND
The Plan is an employee benefits plan governed by ERISA. It provides severance benefits
to eligible employees if, among other circumstances, they are terminated "for reasons other than
those specified in subsection 4.03" of the Plan (Filing No. 73-3 at 37, 42).2 The severance benefits
1 In Cella's original Complaint, the Plan was incorrectly named "Lilly Severance Payment Plan."
2 Both parties filed copies of the administrative record across several exhibits and, in their briefs, use different methods
of citing their respective copies. For ease of reference, the Court cites only the ECF filing and page numbers of the
administrative record as filed by Lilly.
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are paid from the general assets of Lilly. Id. Section 4.03 of the Plan provides that an employee is
not eligible for severance benefits if his employment is terminated for "misconduct, including, but
not limited to, . . . falsification of reports." Id. at 46. The Employee Benefits Committee (the
"Committee") is the named fiduciary and administrator of the Plan, and the Committee has "powers
and duties" to "interpret" the Plan and "decide any and all matters arising thereunder." (Filing No.
73-6 at 59).
Cella began his employment with Lilly USA in 2000 and worked in various roles for the
next twenty-two years (Filing No. 73-3 at 25). He had a successful career at Lilly USA and
maintained a clean disciplinary history until his termination in August 2022. The facts leading up
to Cella's termination and denial of benefits center around a travel reimbursement request.
In fall 2021, Cella booked a room at the Boston Renaissance hotel for a spring 2022
conference in Boston, Massachusetts. Id. In February 2022, having forgotten that he had already
booked a room for the conference, Cella booked another room at the Boston Park Plaza hotel.
When Cella arrived in Boston, he checked into the Park Plaza hotel and was charged a $405.25
no-show fee by the Renaissance hotel. Id. at 13.
On March 26, 2022, Cella had lunch with a group of his co-workers, but he did not join
them for dinner after the presentations. Id. at 26-27. On March 27, 2022, during the conference,
Cella attended a business meal with Ryan Dawson (“Dawson”), another Lilly employee, and
others, and Dawson put the March 27 business meal on his company credit card. Id. at 27.
Following the conference, Cella submitted a travel reimbursement request, which included
the $405.25 no-show fee. He described the expense as a "business meal" on his reimbursement
request, and Lilly USA approved the $405.25 reimbursement. Id. at 10, 13–14.
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Cella's mischaracterization of the no-show fee implicates two of Lilly USA's policies. The
Procedure for Employee Expense Reporting provides that "[s]ubmitted expenses must only be for
legitimate business expenses," and "[g]uaranteed room charge[s] incurred due to non-cancellation"
are not reimbursable. (Filing No. 73-4 at 16, 20). Lilly USA's Red Book Code of Business Conduct
(the "Red Book") provides that Lilly USA employees must "ensure the integrity of [Lilly USA's]
financial records by . . . following robust internal processes, controls, and accounting principles."
Id. at 10.
Lilly USA began investigating Cella's reimbursement request a few months after Cella
submitted it, upon noticing that he had seemingly requested reimbursement for more than three
business meals in a single day (Filing No. 73-3 at 5). Lilly USA confirmed that the $405.25 expense
was a no-show fee and not a business meal expense, id. at 11, 16, and Cella was then asked about
the discrepancy during a phone call with two other Lilly USA employees. During the call, Cella at
first reaffirmed that the $405.25 fee was for a dinner at the Renaissance hotel. After being told that
the fee was in fact a no-show fee, Cella conceded that the fee was incorrectly described in his
request and was not a reimbursable expense. Cella then explained that he had not realized he
booked two rooms, that he had mistakenly assumed that the fee was for a dinner with coworkers
at the Renaissance hotel, and that the false information was the result of an honest mistake. Id. at
19–20. During the same meeting, Cella was asked about a reimbursement request submitted by
another employee, Ryan Dawson ("Dawson"), for a business meal. Id. at 9, 19. Dawson's
reimbursement request identified Cella as one of the meal's attendees on March 26, 2022, but Cella
stated he did not attend the meal on that date. Id. at 19.
The next day, Lilly USA terminated Cella's employment. Id. at 5–6. Lilly USA found that
Cella had "falsified the expense report, a direct violation of the US procedure for Employee
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Expense Reporting and The Red Book" by "recategoriz[ing] the $405 hotel expense to reflect
'Business Meal'," which Lilly USA considered to be "misconduct" and "an immediately separable
offense." Id. at 5. In connection with Cella's termination, Lilly USA informed Cella that he is not
eligible for severance benefits under the Plan. Id. at 33.
Regardless, on October 13, 2022, Cella submitted a claim for severance benefits. Id. at 24–
28. In his claim, he reasserted that the false reimbursement request was the result of an honest
mistake, and he argued that Lilly USA was enforcing its policies inconsistently, since Dawson had
misidentified Cella as a meal attendee in his reimbursement request but was not terminated. Id. at
26–27. However, the Committee denied Cella's claim (the "Initial Denial"), finding him ineligible
for benefits under Section 4.03 of the Plan (Filing No. 73-6 at 43–44).
Cella appealed the initial benefit denial, reasserting his prior arguments and disputing the
Committee's findings that Lilly USA had conducted a "thorough investigation" and that Cella had
attended more than three meals in the same day. Id. at 47–49. Cella also provided additional
information to the Committee regarding Dawson and Lilly’s unequal application of its policies.
The Committee affirmed its denial on appeal (the "Appeal Denial"). Id. at 27–30, 47–49, 71–73.
One year after the Committee issued the Appeal Denial, Cella filed this lawsuit. Soon
thereafter, Cella twice amended his complaint. In his Second Amended Complaint, which is the
operative pleading, Cella asserts two claims: (I) denial of benefits in violation of Section
502(a)(1)(B) of ERISA, 29 U.S.C. § 1132(a)(1)(B); and (II) interference with benefits in violation
of Section 510 of ERISA, 29 U.S.C. § 1140. Lilly filed a motion to dismiss Count II, which the
Court granted (Filing No. 62). Lilly then filed the instant Motion for Summary Judgment on Count
I which is now ripe for the Court's review.
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II. 	LEGAL STANDARDS
Under Federal Rule of Civil Procedure 56, summary judgment is appropriate only where
there exists "no genuine issue as to any material facts and . . . the moving party is entitled to
judgment as a matter of law." Fed. R. Civ. P. 56. In ruling on a motion for summary judgment, the
court reviews "the record in the light most favorable to the non-moving party and draw[s] all
reasonable inferences in that party's favor." Zerante v. DeLuca, 555 F.3d 582, 584 (7th Cir. 2009)
(citation omitted). "However, inferences that are supported by only speculation or conjecture will
not defeat a summary judgment motion." Dorsey v. Morgan Stanley, 507 F.3d 624, 627 (7th Cir.
2007) (citation and quotation marks omitted). Additionally, "[a] party who bears the burden of
proof on a particular issue may not rest on its pleadings, but must affirmatively demonstrate, by
specific factual allegations, that there is a genuine issue of material fact that requires trial."
Hemsworth v. Quotesmith.com, Inc., 476 F.3d 487, 490 (7th Cir. 2007) (citation omitted). "The
opposing party cannot meet this burden with conclusory statements or speculation but only with
appropriate citations to relevant admissible evidence." Sink v. Knox County Hosp., 900 F. Supp.
1065, 1072 (S.D. Ind. 1995) (citations omitted).
The standard of review of a denial of benefits under Section 502(a)(1)(B) of ERISA is
unique, however, because the Court uses a "de novo standard unless the benefit plan gives the
administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe
the terms of the plan." Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115 (1989). If the plan
gives the administrator or fiduciary discretionary authority, then denial of benefits is reviewed
under the "arbitrary and capricious" standard. Edwards v. Briggs & Stratton Ret. Plan, 639 F.3d
355, 360 (7th Cir. 2011); Metro. Life Ins. Co. v. Glenn, 554 U.S. 105, 111 (2008); Jenkins v. Price
Waterhouse Long Term Disability Plan, 564 F.3d 856, 860–61 (7th Cir. 2009). "Under the arbitrary
and capricious standard, the reviewing court must ensure only that a plan administrator's decision
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has rational support in the record. Put simply, an administrator's decision will not be overturned
unless it is downright unreasonable." Edwards, 639 F.3d at 360 (citation modified). Review under
this deferential standard is not a "rubber stamp." Hackett v. Xerox Corp. Long-Term Disability
Income Plan, 315 F.3d 771, 774 (7th Cir. 2003). The Court's review focuses on whether:
(1) it is possible to offer a reasoned explanation, based on the evidence, for a
particular outcome, (2) the decision is based on a reasonable explanation of relevant
plan documents, or (3) the administrator has based its decision on a consideration
of the relevant factors that encompass the important aspects of the problem.
Sisto v. Ameritech Sickness & Accident Disability Benefit Plan, 429 F.3d 698, 700 (7th Cir. 2005)
(citation omitted).
III. 	DISCUSSION
Lilly argues that the Committee's denial decisions were reasonable and consistent with the
plain terms of the Plan (Filing No. 73-1 at 12–17). Cella responds that summary judgment should
be denied because a reasonable factfinder could conclude that the Committee's decisions were
arbitrary and capricious as the Committee did not afford him a full and fair review and was subject
to a conflict of interest and bias (Filing No. 80 at 15–19). The Court will address the adequacy of
the Committee's review and the Committee's conflict of interest in turn.
As an initial matter, in its Reply, Lilly argues that Cella's response does not comply with
Local Rule 56-1 and requests that its statement of material facts therefore be deemed admitted
(Filing No. 82). The Court denies this request as it can easily differentiate the facts, conclusions
of law, and arguments in Cella's brief, and the material facts are largely undisputed.
A. 	Adequacy of Committee's Review
The Committee must "afford a reasonable opportunity to any participant whose claim for
benefits has been denied for a full and fair review." 29 U.S.C. § 1133(2). The "core requirements
of a full and fair review" include: "(1) knowing what evidence the decision-maker relied upon;
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(2) having an opportunity to address the accuracy and reliability of that evidence; and (3) having
the decision-maker consider the evidence presented by both parties prior to reaching the decision."
Estate of Gifford v. Operating Eng'rs 139 Health Benefit Fund, 126 F.4th 509, 821 (7th Cir. 2025).
"ERISA also requires that specific reasons for denial be communicated to the claimant and that the
claimant be afforded an opportunity for full and fair review by the administrator." Holmstrom v.
Metro. Life Ins. Co., 615 F.3d 758, 766 (7th Cir. 2010) (citation modified).
Cella contends that the Committee did not afford him a full and fair review because it failed
to communicate the specific reasons for the denial, ignored his evidence, and relied on an
inadequate investigation by Lilly USA. Lilly replies that the Committee adequately explained its
reasoning, considered Cella's evidence, and appropriately relied on Lilly USA's investigation.
In its Initial and Appeal Denials, the Committee explained that Section 4.03 of the Plan
provides that an employee is not eligible for benefits "if his employment with [Lilly USA] is
terminated for . . . misconduct, including . . . falsification of reports," (Filing No. 73-6 at 43, 71),
and that Cella was terminated by Lilly USA for falsifying his reimbursement request. The
Committee specifically stated, "Mr. Cella's employment was terminated by Eli Lilly and Company
for the disciplinary reason of misconduct for falsification of an expense report. Accordingly, . . .
the Committee determined that at the time of Mr. Cella's termination he was not eligible for
severance pay under the Plan." Id. at 44. On appeal, the Committee reiterated, "[t]he reason for
Mr. Cella's termination was misconduct related to falsification of an expense report; this is clear
in the employment records. . . . No information or documentation reviewed in connection with Mr.
Cella's appeal provided any reason for the Committee to determine that Mr. Cella is eligible for a
severance benefit under the Plan." Id. at 72.
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The Committee explained that Cella was ineligible for benefits because he was terminated
for falsifying a report—specifically, for submitting a reimbursement request that incorrectly
described a non-reimbursable no-show fee as a reimbursable meal charge. That explanation was
sufficient for Cella to appeal the Initial Denial and further challenge his denial of benefits in this
litigation. See Farhner v. United Transp. Union Discipline Income Prot. Program, 645 F.3d 338,
345 (6th Cir. 2011) (finding that because benefits determination was not "directly intertwined"
with reason for termination, "the Plan Administrator needed to look only at the stated reason for
[plaintiff's] termination, not the underlying conduct, to determine if such reason fell under the list
of exclusions outlined by the Plan."). The Committee did not need to further explain "the reasoning
behind the reasons, in this case the interpretive process that generated the reason for the denial."
Id. at 922.
Cella also argues that "[t]here is nothing" in the Initial Denial, Appeal Denial, Committee
minutes, claim packet, or appeal packet "to indicate that the [Committee] looked into or consider
[sic] any of the information provided by Mr. Cella regarding Lilly's investigation that prompted
his termination or Dawson." (Filing No. 80 at 11–12). The administrative record shows otherwise.
The Initial Decision reflects that the Committee based its decision on "the information provided,"
and the Committee's meeting minutes state that "[t]he Committee reviewed materials, including
information provided by [Cella]." (Filing No. 73-6 at 43; Filing No. 73-4 at 30). The Appeal
Decision similarly states, "[t]he Committee reviewed the following documents in connection with
the appeal: . . . The supplemental information (and attachment) provided by [Cella] on April 9,
2023, for the Committee's review of the appeal," and the minutes for the appeal meeting reflect
that a Lilly USA representative "shared documents received with the appeal packet and other
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relevant documents" (Filing No. 73-6 at 71; Filing No. 73-4 at 26). The Committee expressly states
that it reviewed Cella's evidence, and thus, did not deprive him of a full and fair review.
The Committee's investigation into Cella's termination and its reliance on Lilly USA's
investigation were also adequate under ERISA. The Committee's decisions set out the undisputed
facts from Lilly USA's investigation that reasonably supported its denial of benefits—that Cella
falsified a reimbursement request by describing a non-reimbursable no-show fee as a reimbursable
a meal expense. Even though Cella may have mistakenly falsified his reimbursement request and
Dawson may have falsified a reimbursement request, the fact remains that Cella did falsify his
reimbursement request and that he was terminated for that reason.
The Committee was not obligated to elaborate on Cella's evidence because that evidence
did 	not 	contradict 	the 	Committee's 	findings. 	Cella's 	evidence 	did 	not 	dispute 	that 	his
reimbursement request was false or that the falsified reimbursement request was the reason for his
termination. Cella instead focused on whether he intentionally falsified the reimbursement request,
and whether he should have been terminated for falsifying the reimbursement request.
Cella similarly argues that the Lilly USA investigation on which the Committee relied was
inadequate, and the Committee should have "conducted a more thorough investigation." (Filing
No. 80 at 18). Cella cites several cases in which district courts found that the plan administrator's
evidentiary record was insufficient. But as Lilly points out on reply, in each of these cases, the
evidence presented by the claimant disputed the reason for the claimant's termination and/or
whether the reason for his termination made him ineligible for benefits. See Mohamed v. Sanofi-
Aventis Pharms., No. 06 Civ. 1504, 2009 WL 4975260 (E.D. Pa. Dec. 22, 2009) (remanding denial
of benefits where employee was deemed ineligible for benefits because he was terminated "for
cause," because, in part, administrator did not explain what part of the plan's broad definition of
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"for cause" applied to claimant and did not consider any evidence in claimant's favor); Page v.
Bancroft Neurohealth, Inc., 575 F. Supp. 2d 664, 676–80 (E.D. Pa. 2008) (denying cross-motions
for summary judgment where claimant offered evidence that he was terminated as part of a
reduction in force, which would leave him eligible for benefits, rather than for performance issues,
which would make him ineligible); Anderson v. Sotheby's, Inc., No. 	04 Civ. 8180, 2006 WL
1722576 (S.D.N.Y. June 22, 2006) (overturning administrator's denial of severance benefits where
benefits were not available to employees who declined an "equivalent position," and there was
insufficient evidence before the administrator that claimant had been offered an "equivalent
position"); Poehlmann v. Deutsche Bank Ams. Severance Pay Plan, No. Civ.A. 04-2669, 2005 WL
1875529, at *2, 9 (E.D. Pa. Aug. 8, 2005) (granting plaintiff's motion for summary judgment where
plan 	precluded 	benefits 	for 	employees 	terminated 	for 	"unsatisfactory 	performance," 	the
administrator had sole discretion to determine what constitutes "unsatisfactory performance," and
the administrator "wholly abdicated its responsibility to make even a cursory investigation into"
the "two sharply divergent accounts of Plaintiff's sales performance").
Here, by contrast, there is no dispute that Cella falsified his reimbursement request
(unintentionally or otherwise), that this falsified report was the reason for his termination, and that
an employee terminated for falsifying a report is ineligible for benefits under the Plan. Cella does
not explain how any further investigation might have changed the Committee's decisions. The
Committee did not act arbitrarily or capriciously by denying Cella's claim based solely on the
materials presented by Lilly USA and Cella.
Cella also cites the United States Supreme Court's decision in Black and Decker Disability
Plan v. Nord, 538 U.S. 822, 834 (1965) ("Nord"), and an appellate decision citing Nord, Love v.
National City Corp. v. Welfare Benefits Plan, 574 F.3d 392, 396 (7th Cir. 2009) ("Love"). In Nord,
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a disability benefits case, the Supreme Court stated that under ERISA, "[p]lan administrators, of
course, may not arbitrarily refuse to credit a claimant's reliable evidence, including the opinions
of a treating physician." Nord, 538 U.S. at 834. In Love, another disability benefits case, the
Seventh Circuit similarly stated that a plan administrator "must address any reliable, contrary
evidence presented by the claimant." Love, 574 F.3d 397. Cella argues that under this line of cases,
the Committee erred by failing to specifically address his evidence (Filing No. 80 at 19). Lilly
responds that Love and Nord are inapplicable because they relate only to a plan administrator's
consideration of medical evidence in disability benefits cases (Filing No. 82 at 19–20).
Even assuming that Nord and Love apply here, the Committee's decision would not be
arbitrary and capricious. In Nord, the Supreme Court explained that courts may not "impose on
plan administrators a discrete burden of explanation when they credit reliable evidence that
conflicts with [the claimant's evidence]." 538 U.S. at 834. All that is required is a "reasonable
explanation" for the determination. Love, 574 F.3d at 397. The Committee reasonably explained
the reason it denied Cella's claim for severance benefits, and it was not required to specifically
explain why it did or did not credit Cella's inapposite evidence that he inadvertently falsified his
reimbursement request or should not have been terminated for falsifying a report.
The Committee considered Cella's evidence, adequately explained the reason for its
decisions, and reasonably based its decisions on evidence in the administrative record and the plain
language of the Plan. The Committee afforded Cella a full and fair review initially and on appeal.
B. 	Conflict of Interest and Bias
Cella alleges that the Committee has a conflict of interest because it "both determines
eligibility for benefits, authorizes benefit payments and pays the benefits out of the general assets
of Lilly." (Filing No. 80at 16). He points out that the Committee decided both his Initial Denial
and Appeal Denial. Cella asks the Court to "weigh this conflict as a factor in determining whether
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there is an abuse of discretion." Id. at 16. Lilly replies that the Committee's "structural conflict of
interest" does not make the its decisions arbitrary or capricious, since this is not a "borderline" case
where a conflict would carry more weight (Filing No. 82 at 10–11 (quoting Fischer v. Liberty Life
Assur. Co. of Boston, 576 F.3d 369, 377 (7th Cir. 2009))). The Court agrees with Lilly.
A conflict of interest is but one consideration for the Court when reviewing the lawfulness
of benefit denials, and "will act as a tiebreaker when the other factors are closely balanced." Metro.
Life, 554 U.S. at 117. "The mere existence of a conflict, however, is not justification for
heightening the level of scrutiny, either on its own or by enhancing the significance of other
factors." Id. at 123. A conflict of interest "is a given in almost all ERISA cases," so it is less critical
than the gravity of the conflict. Marrs v. Motorola, Inc., 577 F.3d 783, 789 (7th Cir. 2009).
Here, the Committee's conflict of interest carries little to no weight. As explained above,
this is not a "borderline" case. The undisputed evidence before the Committee reasonably
supported its denial of benefits based on a plain reading of the Plan. Absent any evidence of actual
bias or improper claim administration, the Committee's "structural" conflict of interest does not
turn the tide in Cella's favor. The Court further agrees with Lilly that even though the Committee
decided both the Initial and Appeal Denials, its decision was not improperly biased. ERISA does
not require different reviews for the initial and appeal levels for severance benefits plans. See
A.S.C.I.B., L.P. v. Carpenter, No. 20-CV-1125, 2023 WL 2993397, at *5 (W.D. Tex. Apr. 18, 2023).
"On the whole, there is simply no basis for concluding that the administrator acted
arbitrarily or capriciously because the Committee's decisions to uphold the original denial of
severance benefits under the Plan is reasonable and there is rational support in the administrative
record for its conclusion." Fountain v. Zimmer Inc., No. 17-CV-323, 2021 WL 2125287, at *6
(N.D. Ind. May 25, 2021). The administrative record provides clear and undisputed evidence that
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reasonably supports the Committee's decisions, and the Committee offered a reasoned explanation
for those decisions. Based on the undisputed material facts, the Committee did not act arbitrarily
or capriciously in denying Cella benefits under the Plan, and Lilly is entitled to summary judgment.
IV. 	CONCLUSION
For the foregoing reasons, Lilly's Motion for Summary Judgment (Filing No. 73) is
GRANTED. Summary judgment is entered in favor of Lilly on Count I of Cella's Second
Amended Complaint, and all claims having now been resolved.
Final judgment will issue under separate order.
SO ORDERED.
Date: 	11/10/2025
Distribution:
Kimberly D. Jeselskis
JESELSKIS BRINKERHOFF AND JOSEPH LLC
kjeselskis@jbjlegal.com
Kara P. Wheatley
Groom Law Group, Chartered
kwheatley@groom.com
Mary Caroline Wood
Groom Law Group, Chartered
cwood@groom.com
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