METROPOLITAN LIFE INSURANCE CO. et al. v. GLENN

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Syllabus
METROPOLITAN LIFE INSURANCE CO. et al. v.
GLENN
certiorari to the united states court of appeals for
the sixth circuit
No. 06–923. Argued April 23, 2008—Decided June 19, 2008
Petitioner Metropolitan Life Insurance Company (MetLife) is an adminis
trator and the insurer of Sears, Roebuck & Company’s long-term disabil
ity insurance plan, which is governed by the Employee Retirement In
come Security Act of 1974 (ERISA). The plan gives MetLife (as
administrator) discretionary authority to determine the validity of an
employee’s benefits claim and provides that MetLife (as insurer) will
pay the claims. Respondent Wanda Glenn, a Sears employee, was
granted an initial 24 months of benefits under the plan following a diag
nosis of a heart disorder. MetLife encouraged her to apply for, and she
began receiving, Social Security disability benefits based on an agency
determination that she could do no work. But when MetLife itself had
to determine whether she could work, in order to establish eligibility
for extended plan benefits, it found her capable of doing sedentary work
and denied her the benefits. Glenn sought federal-court review under
ERISA, see 29 U. S. C. § 1132(a)(1)(B), but the District Court denied
relief. In reversing, the Sixth Circuit used a deferential standard of
review and considered it a conflict of interest that MetLife both deter
mined an employee’s eligibility for benefits and paid the benefits out
of its own pocket. Based on a combination of this conflict and other
circumstances, it set aside MetLife’s benefits denial.
Held:
1. Firestone Tire & Rubber Co. v. Bruch, 489 U. S. 101, sets out four
principles as to the appropriate standard of judicial review under
§ 1132(a)(1)(B): (1) A court should be “guided by principles of trust law,”
analogizing a plan administrator to a trustee and considering a benefit
determination a fiduciary act, id., at 111–113; (2) trust law principles
require de novo review unless a benefits plan provides otherwise, id., at
115; (3) where the plan so provides, by granting “the administrator or
fiduciary discretionary authority to determine eligibility,” “a deferential
standard of review [is] appropriate,” id., at 111, 115; and (4) if the admin
istrator or fiduciary having discretion “is operating under a conflict of
interest, that conflict must be weighed as a ‘facto[r] in determining
whether there is an abuse of discretion,’ ” id., at 115. Pp. 110–111.

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2. A plan administrator’s dual role of both evaluating and paying ben
efits claims creates the kind of conflict of interest referred to in Fire
stone. That conclusion is clear where it is the employer itself that both
funds the plan and evaluates the claim, but a conflict also exists where,
as here, the plan administrator is an insurance company. For one thing,
the employer’s own conflict may extend to its selection of an insurance
company to administer its plan. For another, ERISA imposes higher
than-marketplace quality standards on insurers, requiring a plan admin
istrator to “discharge [its] duties” in respect to discretionary claims
processing “solely in the interests of the [plan’s] participants and bene
ficiaries,” 29 U. S. C. § 1104(a)(1); underscoring the particular importance
of accurate claims processing by insisting that administrators “provide
a ‘full and fair review’ of claim denials,” Firestone, supra, at 113; and
supplementing marketplace and regulatory controls with judicial review
of individual claim denials, see § 1132(a)(1)(B). Finally, a legal rule that
treats insurers and employers alike in respect to the existence of a con
flict can nonetheless take account of different circumstances by treating
the circumstances as diminishing the conflict’s significance or severity
in individual cases. Pp. 112–115.
3. The significance of the conflict of interest factor will depend upon
the circumstances of the particular case. Firestone’s “weighed as a ‘fac
tor’ ” language, 489 U. S., at 115, does not imply a change in the standard
of review, say, from deferential to de novo. Nor should this Court over
turn Firestone by adopting a rule that could bring about near universal
de novo review of most ERISA plan claims denials. And it is not neces
sary or desirable for courts to create special burden-of-proof rules, or
other special procedural or evidentiary rules, focused narrowly upon
the evaluator/payor conflict. Firestone means what the word “factor”
implies, namely, that judges reviewing a benefit denial’s lawfulness may
take account of several different considerations, conflict of interest being
one. This kind of review is no stranger to the judicial system. Both
trust law and administrative law ask judges to determine lawfulness by
taking account of several different, often case-specific, factors, reaching
a result by weighing all together. Any one factor will act as a tie
breaker when the others are closely balanced. Here, the Sixth Circuit
gave the conflict some weight, but focused more heavily on other factors:
that MetLife had encouraged Glenn to argue to the Social Security Ad
ministration that she could do no work, received the bulk of the benefits
of her success in doing so (being entitled to receive an offset from her
retroactive Social Security award), and then ignored the agency’s find
ing in concluding that she could do sedentary work; and that MetLife
had emphasized one medical report favoring denial of benefits, had de

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emphasized other reports suggesting a contrary conclusion, and had
failed to provide its independent vocational and medical experts with
all of the relevant evidence. These serious concerns, taken together
with some degree of conflicting interests on MetLife’s part, led the court
to set aside MetLife’s discretionary decision. There is nothing im
proper in the way this review was conducted. Finally, the Firestone
standard’s elucidation does not consist of detailed instructions, because
there “are no talismanic words that can avoid the process of judgment.”
Universal Camera Corp. v. NLRB, 340 U. S. 474, 489. Pp. 115–119.
461 F. 3d 660, affirmed.
Breyer, J., delivered the opinion of the Court, in which Stevens, Sou
ter, Ginsburg, and Alito, JJ., joined, and in which Roberts, C. J., joined
as to all but Part IV. Roberts, C. J., filed an opinion concurring in part
and concurring in the judgment, post, p. 119. Kennedy, J., filed an opin
ion concurring in part and dissenting in part, post, p. 125. Scalia, J., filed
a dissenting opinion, in which Thomas, J., joined, post, p. 127.
Amy K. Posner argued the cause for petitioners. With
her on the briefs were Miguel A. Estrada, Amir C. Tay
rani, Gene C. Schaerr, Michelle M. Constandse, and Lee T.
Paterson.
E. Joshua Rosenkranz argued the cause for respondent.
With him on the brief were Jeremy N. Kudon, Malaika
M. Eaton, Sara K. Pildis, Stanley L. Myers, and Ted M.
Sichelman.
Nicole A. Saharsky argued the cause for the United States
as amicus curiae urging affirmance. With her on the brief
were former Solicitor General Clement, Deputy Solicitor
General Kneedler, and Elizabeth Hopkins.*
*Briefs of amici curiae urging reversal were filed for America’s Health
Insurance Plans et al. by Robert N. Eccles, Jonathan D. Hacker, Robin
S. Conrad, and Shane Brennan; and for the Blue Cross and Blue Shield
Association by Anthony F. Shelley.
Briefs of amici curiae urging affirmance were filed for AARP by Jay
E. Sushelsky and Melvin R. Radowitz; for the American Dental As
sociation by Jerrold J. Ganzfried and John H. Bogart; for the Legal
Aid Society-Employment Law Center by Daniel M. Feinberg, Cassie

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108 METROPOLITAN LIFE INS. CO. v. GLENN
Opinion of the Court
Justice Breyer delivered the opinion of the Court.
The Employee Retirement Income Security Act of 1974
(ERISA) permits a person denied benefits under an em
ployee benefit plan to challenge that denial in federal court.
88 Stat. 829, as amended, 29 U. S. C. § 1001 et seq.; see
§ 1132(a)(1)(B). Often the entity that administers the plan,
such as an employer or an insurance company, both deter
mines whether an employee is eligible for benefits and pays
benefits out of its own pocket. We here decide that this dual
role creates a conflict of interest; that a reviewing court
should consider that conflict as a factor in determining
whether the plan administrator has abused its discretion in
denying benefits; and that the significance of the factor will
depend upon the circumstances of the particular case. See
Firestone Tire & Rubber Co. v. Bruch, 489 U. S. 101, 115
(1989).
I
Petitioner Metropolitan Life Insurance Company (Met-
Life) serves as both an administrator and the insurer of
Sears, Roebuck & Company’s long-term disability insurance
plan, an ERISA-governed employee benefit plan. See App.
182a–183a; 29 U. S. C. § 1003. The plan grants MetLife (as
administrator) discretionary authority to determine whether
an employee’s claim for benefits is valid; it simultaneously
provides that MetLife (as insurer) will itself pay valid benefit
claims. App. 181a–182a.
Springer-Sullivan, and Patricia A. Shiu; for the National Association of
Insurance Commissioners by John M. Morrison and Gail Sciacchetano;
for the National Employment Lawyers Association et al. by Ronald Dean
and Mark D. DeBofsky; for the New York City Chapter of the National
Multiple Sclerosis Society by Scott M. Riemer; and for South Brooklyn
Legal Services et al. by Gary Stone and John C. Gray.
Briefs of amici curiae were filed for the American Council of Life Insur
ers by Bart A. Karwath and Carl B. Wilkerson; for Law Professors by
Donald T. Bogan and Joseph Thai; and for Trust Law and ERISA Law
Professors by Melanie B. Leslie and Stewart E. Sterk.

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Respondent Wanda Glenn, a Sears employee, was diag
nosed with severe dilated cardiomyopathy, a heart condition
whose symptoms include fatigue and shortness of breath.
She applied for plan disability benefits in June 2000, and Met-
Life concluded that she met the plan’s standard for an initial
24 months of benefits, namely, that she could not “perform
the material duties of [her] own job.” Id., at 159a–160a.
MetLife also directed Glenn to a law firm that would assist
her in applying for federal Social Security disability benefits
(some of which MetLife itself would be entitled to receive as
an offset to the more generous plan benefits). In April 2002,
an Administrative Law Judge found that Glenn’s illness pre
vented her not only from performing her own job but also
“from performing any jobs [for which she could qualify] ex
isting in significant numbers in the national economy.” App.
to Pet. for Cert. 49a; see also 20 CFR § 404.1520(g) (2007).
The Social Security Administration consequently granted
Glenn permanent disability payments retroactive to April
2000. Glenn herself kept none of the backdated benefits:
Three-quarters went to MetLife, and the rest (plus some ad
ditional money) went to the lawyers.
To continue receiving Sears plan disability benefits after
24 months, Glenn had to meet a stricter, Social-Security-type
standard, namely, that her medical condition rendered her
incapable of performing not only her own job but of perform
ing “the material duties of any gainful occupation for which”
she was “reasonably qualified.” App. 160a. MetLife de
nied Glenn this extended benefit because it found that she
was “capable of performing full time sedentary work.” Id.,
at 31a.
After exhausting her administrative remedies, Glenn
brought this federal lawsuit, seeking judicial review of Met
Life’s denial of benefits. See 29 U. S. C. § 1132(a)(1)(B); 461
F. 3d 660, 665 (CA6 2006). The District Court denied relief.
Glenn appealed to the Court of Appeals for the Sixth Circuit.
Because the plan granted MetLife “discretionary authority

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to . . . determine benefits,” the Court of Appeals reviewed
the administrative record under a deferential standard. Id.,
at 666. In doing so, it treated “as a relevant factor” a “con
flict of interest” arising out of the fact that MetLife was “au
thorized both to decide whether an employee is eligible for
benefits and to pay those benefits.” Ibid.
The Court of Appeals ultimately set aside MetLife’s denial
of benefits in light of a combination of several circumstances:
(1) the conflict of interest; (2) MetLife’s failure to reconcile
its own conclusion that Glenn could work in other jobs with
the Social Security Administration’s conclusion that she
could not; (3) MetLife’s focus upon one treating physician
report suggesting that Glenn could work in other jobs at the
expense of other, more detailed treating physician reports
indicating that she could not; (4) MetLife’s failure to provide
all of the treating physician reports to its own hired experts;
and (5) MetLife’s failure to take account of evidence indicat
ing that stress aggravated Glenn’s condition. See id., at 674.
MetLife sought certiorari, asking us to determine whether
a plan administrator that both evaluates and pays claims op
erates under a conflict of interest in making discretionary
benefit determinations. The Solicitor General suggested
that we also consider “ ‘how’ ” any such conflict should “ ‘be
taken into account on judicial review of a discretionary bene
fit determination.’ ” Brief for United States as Amicus Cu
riae on Pet. for Cert. 22. We agreed to consider both ques
tions. See 552 U. S. 1161 (2008).
II
In Firestone Tire & Rubber Co. v. Bruch, 489 U. S. 101,
this Court addressed “the appropriate standard of judicial
review of benefit determinations by fiduciaries or plan ad
ministrators under” § 1132(a)(1)(B), the ERISA provision at
issue here. Id., at 105; see also id., at 108. Firestone set
forth four principles of review relevant here.

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(1) In “determining the appropriate standard of review,”
a court should be “guided by principles of trust law”; in doing
so, it should analogize a plan administrator to the trustee of
a common-law trust; and it should consider a benefit determi
nation to be a fiduciary act (i. e., an act in which the adminis
trator owes a special duty of loyalty to the plan beneficiar
ies). Id., at 111–113. See also Aetna Health Inc. v. Davila,
542 U. S. 200, 218 (2004); Central States, Southeast & South
west Areas Pension Fund v. Central Transport, Inc., 472
U. S. 559, 570 (1985).
(2) Principles of trust law require courts to review a de
nial of plan benefits “under a de novo standard” unless the
plan provides to the contrary. Firestone, 489 U. S., at 115;
see also id., at 112 (citing, inter alia, 3 A. Scott & W.
Fratcher, Law of Trusts § 201, p. 221 (4th ed. 1988);
G. Bogert & G. Bogert, Law of Trusts and Trustees § 559,
pp. 162–168 (rev. 2d ed. 1980) (hereinafter Bogert); 1 Re
statement (Second) of Trusts § 201, Comment b (1957) (here
inafter Restatement)).
(3) Where the plan provides to the contrary by granting
“the administrator or fiduciary discretionary authority to
determine eligibility for benefits,” Firestone, 489 U. S., at
115 (emphasis added), “[t]rust principles make a deferential
standard of review appropriate,” id., at 111 (citing Restate
ment § 187 (abuse-of-discretion standard); Bogert § 560, at
193–208; emphasis added).
(4) If “a benefit plan gives discretion to an administrator
or fiduciary who is operating under a conflict of interest,
that conflict must be weighed as a ‘factor in determining
whether there is an abuse of discretion.’ ” Firestone, supra,
at 115 (quoting Restatement § 187, Comment d; emphasis
added; alteration omitted).
The questions before us, while implicating the first three
principles, directly focus upon the application and the mean
ing of the fourth.

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III
The first question asks whether the fact that a plan admin
istrator both evaluates claims for benefits and pays benefits
claims creates the kind of “conflict of interest” to which Fire
stone’s fourth principle refers. In our view, it does.
That answer is clear where it is the employer that both
funds the plan and evaluates the claims. In such a circum
stance, “every dollar provided in benefits is a dollar spent by
. . . the employer; and every dollar saved . . . is a dollar in
[the employer’s] pocket.” Bruch v. Firestone Tire & Rubber
Co., 828 F. 2d 134, 144 (CA3 1987). The employer’s fiduciary
interest may counsel in favor of granting a borderline claim
while its immediate financial interest counsels to the con
trary. Thus, the employer has an “interest . . . conflicting
with that of the beneficiaries,” the type of conflict that
judges must take into account when they review the discre
tionary acts of a trustee of a common-law trust. Restate
ment § 187, Comment d; see also Firestone, supra, at 115
(citing that Restatement comment); cf. Black’s Law Diction
ary 319 (8th ed. 2004) (“[C]onflict of interest” is a “real or
seeming incompatibility between one’s private interests and
one’s public or fiduciary duties”).
Indeed, Firestone itself involved an employer who admin
istered an ERISA benefit plan and who both evaluated
claims and paid for benefits. See 489 U. S., at 105. And
thus that circumstance quite possibly was what the Court
had in mind when it mentioned conflicted administrators.
See id., at 115. The Firestone parties, while disagreeing
about other matters, agreed that the dual role created a con
flict of interest of some kind in the employer. See Brief for
Petitioners 6–7, 27–29, Brief for Respondent 9, 26, and Brief
for United States as Amicus Curiae in Firestone Tire &
Rubber Co. v. Bruch, O. T. 1988, No. 87–1054, p. 22.
MetLife points out that an employer who creates a plan
that it will both fund and administer foresees, and implic

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itly approves, the resulting conflict. But that fact cannot
change our conclusion. At trust law, the fact that a settlor
(the person establishing the trust) approves a trustee’s con
flict does not change the legal need for a judge later to take
account of that conflict in reviewing the trustee’s discretion
ary decisionmaking. See Restatement § 107, Comment f
(discretionary acts of trustee with settlor-approved conflict
subject to “careful scrutiny”); id., § 107, Comment f, Illustra
tion 1 (conflict is “a factor to be considered by the court
in determining later whether” there has been an “abuse of
discretion”); id., § 187, Comment d (same); 3 A. Scott,
W. Fratcher, & M. Ascher, Scott and Ascher on Trusts § 18.2,
pp. 1342–1343 (5th ed. 2007) (hereinafter Scott) (same). See
also, e. g., Bogert § 543, at 264 (rev. 2d ed. 1993) (settlor ap
proval simply permits conflicted individual to act as a
trustee); id., § 543(U), at 422–431 (same); Scott § 17.2.11, at
1136–1139 (same).
MetLife also points out that we need not follow trust law
principles where trust law is “inconsistent with the language
of the statute, its structure, or its purposes.” Hughes Air
craft Co. v. Jacobson, 525 U. S. 432, 447 (1999) (internal quo
tation marks omitted). MetLife adds that to find a conflict
here is inconsistent (1) with ERISA’s efforts to avoid com
plex review proceedings, see Varity Corp. v. Howe, 516 U. S.
489, 497 (1996); (2) with Congress’ efforts not to deter em
ployers from setting up benefit plans, see ibid.; and (3) with
an ERISA provision specifically allowing employers to ad
minister their own plans, see 29 U. S. C. § 1108(c)(3).
But we cannot find in these considerations any significant
inconsistency. As to the first, we note that trust law func
tions well with a similar standard. As to the second, we
have no reason, empirical or otherwise, to believe that our
decision will seriously discourage the creation of benefit
plans. As to the third, we have just explained why approval
of a conflicted trustee differs from review of that trustee’s

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conflicted decisionmaking. As to all three taken together,
we believe them outweighed by “Congress’ desire to offer
employees enhanced protection for their benefits.” Varity,
supra, at 497 (discussing “competing congressional purposes”
in enacting ERISA).
The answer to the conflict question is less clear where (as
here) the plan administrator is not the employer itself but
rather a professional insurance company. Such a company,
MetLife would argue, likely has a much greater incentive
than a self-insuring employer to provide accurate claims
processing. That is because the insurance company typi
cally charges a fee that attempts to account for the cost of
claims payouts, with the result that paying an individual
claim does not come to the same extent from the company’s
own pocket. It is also because the marketplace (and regula
tors) may well punish an insurance company when its prod
ucts, or ingredients of its products, fall below par. And
claims processing, an ingredient of the insurance company’s
product, falls below par when it seeks a biased result, rather
than an accurate one. Why, MetLife might ask, should one
consider an insurance company inherently more conflicted
than any other market participant, say, a manufacturer who
might earn more money in the short run by producing a
product with poor quality steel or a lawyer with an incentive
to work more slowly than necessary, thereby accumulating
more billable hours?
Conceding these differences, we nonetheless continue to
believe that for ERISA purposes a conflict exists. For one
thing, the employer’s own conflict may extend to its selection
of an insurance company to administer its plan. An em
ployer choosing an administrator in effect buys insurance for
others and consequently (when compared to the marketplace
customer who buys for himself) may be more interested in
an insurance company with low rates than in one with accu
rate claims processing. Cf. Langbein, Trust Law as Regula
tory Law, 101 Nw. U. L. Rev. 1315, 1323–1324 (2007) (observ
ing that employees are rarely involved in plan negotiations).

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For another, ERISA imposes higher-than-marketplace
quality standards on insurers. It sets forth a special stand
ard of care upon a plan administrator, namely, that the
administrator “discharge [its] duties” in respect to discre
tionary claims processing “solely in the interests of the par
ticipants and beneficiaries” of the plan, § 1104(a)(1); it simul
taneously underscores the particular importance of accurate
claims processing by insisting that administrators “provide a
‘full and fair review’ of claim denials,” Firestone, 489 U. S.,
at 113 (quoting § 1133(2)); and it supplements marketplace
and regulatory controls with judicial review of individual
claim denials, see § 1132(a)(1)(B).
Finally, a legal rule that treats insurance company admin
istrators and employers alike in respect to the existence of a
conflict can nonetheless take account of the circumstances to
which MetLife points so far as it treats those, or similar,
circumstances as diminishing the significance or severity of
the conflict in individual cases. See Part IV, infra.
IV
We turn to the question of “how” the conflict we have just
identified should “be taken into account on judicial review
of a discretionary benefit determination.” 552 U. S. 1161.
In doing so, we elucidate what this Court set forth in
Firestone, namely, that a conflict should “be weighed as a
‘factor in determining whether there is an abuse of discre
tion.’ ” 489 U. S., at 115 (quoting Restatement § 187, Com
ment d; alteration omitted).
We do not believe that Firestone’s statement implies a
change in the standard of review, say, from deferential to
de novo review. Trust law continues to apply a deferential
standard of review to the discretionary decisionmaking of
a conflicted trustee, while at the same time requiring the
reviewing judge to take account of the conflict when deter
mining whether the trustee, substantively or procedurally,
has abused his discretion. See Restatement § 187, Com
ments d–j; id., § 107, Comment f; Scott § 18.2, at 1342–1344.

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We see no reason to forsake Firestone’s reliance upon trust
law in this respect. See 489 U. S., at 111–115.
Nor would we overturn Firestone by adopting a rule that
in practice could bring about near universal review by judges
de novo—i. e., without deference—of the lion’s share of
ERISA plan claims denials. See Brief for America’s Health
Insurance Plans et al. as Amici Curiae 3–4 (many ERISA
plans grant discretionary authority to administrators that
combine evaluation and payment functions). Had Congress
intended such a system of review, we believe it would not
have left to the courts the development of review standards
but would have said more on the subject. See Firestone,
supra, at 109 (“ERISA does not set out the appropriate
standard of review for actions under § 1132(a)(1)(B)”); com
pare, e. g., C. Gresenz et al., A Flood of Litigation? 8 (1999),
http://www.rand.org/pubs/ issue_papers/2006/IP184.pdf (all
Internet materials as visited June 9, 2008, and available in
Clerk of Court’s case file) (estimating that 1.9 million bene
ficiaries of ERISA plans have health care claims denied each
year), with Caseload of Federal Courts Remains Steady
Overall (Mar. 11, 2008), http://www.uscourts.gov/Press_
Releases/2008/caseload.cfm (257,507 total civil filings in fed
eral court in 2007); cf. Whitman v. American Trucking
Assns., Inc., 531 U. S. 457, 468 (2001) (Congress does not
“hide elephants in mouseholes”).
Neither do we believe it necessary or desirable for courts
to create special burden-of-proof rules, or other special pro
cedural or evidentiary rules, focused narrowly upon the eval
uator/payor conflict. In principle, as we have said, conflicts
are but one factor among many that a reviewing judge must
take into account. Benefits decisions arise in too many con
texts, concern too many circumstances, and can relate in too
many different ways to conflicts—which themselves vary in
kind and in degree of seriousness—for us to come up with a
one-size-fits-all procedural system that is likely to promote
fair and accurate review. Indeed, special procedural rules

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would create further complexity, adding time and expense to
a process that may already be too costly for many of those
who seek redress.
We believe that Firestone means what the word “factor”
implies, namely, that when judges review the lawfulness of
benefit denials, they will often take account of several differ
ent considerations of which a conflict of interest is one. This
kind of review is no stranger to the judicial system. Not
only trust law, but also administrative law, can ask judges to
determine lawfulness by taking account of several different,
often case-specific, factors, reaching a result by weighing all
together. See Restatement § 187, Comment d; cf., e. g., Citi
zens to Preserve Overton Park, Inc. v. Volpe, 401 U. S. 402,
415–417 (1971) (review of governmental decision for abuse of
discretion); Universal Camera Corp. v. NLRB, 340 U. S. 474
(1951) (review of agency factfinding).
In such instances, any one factor will act as a tiebreaker
when the other factors are closely balanced, the degree of
closeness necessary depending upon the tiebreaking factor’s
inherent or case-specific importance. The conflict of inter
est at issue here, for example, should prove more important
(perhaps of great importance) where circumstances suggest
a higher likelihood that it affected the benefits decision, in
cluding, but not limited to, cases where an insurance com
pany administrator has a history of biased claims administra
tion. See Langbein, supra, at 1317–1321 (detailing such a
history for one large insurer). It should prove less impor
tant (perhaps to the vanishing point) where the administra
tor has taken active steps to reduce potential bias and to
promote accuracy, for example, by walling off claims adminis
trators from those interested in firm finances, or by imposing
management checks that penalize inaccurate decisionmaking
irrespective of whom the inaccuracy benefits. See Herzel &
Colling, The Chinese Wall and Conflict of Interest in Banks,
34 Bus. Law 73, 114 (1978) (recommending interdepartmen
tal information walls to reduce bank conflicts); Brief for Blue

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118 METROPOLITAN LIFE INS. CO. v. GLENN
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Cross and Blue Shield Association as Amicus Curiae 15
(suggesting that insurers have incentives to reward claims
processors for their accuracy); cf. generally J. Mashaw, Bu
reaucratic Justice (1983) (discussing internal controls as a
sound method of producing administrative accuracy).
The Court of Appeals’ opinion in the present case illus
trates the combination-of-factors method of review. The
record says little about MetLife’s efforts to ensure accurate
claims assessment. The Court of Appeals gave the conflict
weight to some degree; its opinion suggests that, in context,
the court would not have found the conflict alone determina
tive. See 461 F. 3d, at 666, 674. The court instead focused
more heavily on other factors. In particular, the court
found questionable the fact that MetLife had encouraged
Glenn to argue to the Social Security Administration that
she could do no work, received the bulk of the benefits of her
success in doing so (the remainder going to the lawyers it
recommended), and then ignored the agency’s finding in con
cluding that Glenn could in fact do sedentary work. See id.,
at 666–669. This course of events was not only an important
factor in its own right (because it suggested procedural un
reasonableness), but also would have justified the court in
giving more weight to the conflict (because MetLife’s seem
ingly inconsistent positions were both financially advanta
geous). And the court furthermore observed that MetLife
had emphasized a certain medical report that favored a de
nial of benefits, had deemphasized certain other reports that
suggested a contrary conclusion, and had failed to provide its
independent vocational and medical experts with all of the
relevant evidence. See id., at 669–674. All these serious
concerns, taken together with some degree of conflicting in
terests on MetLife’s part, led the court to set aside MetLife’s
discretionary decision. See id., at 674–675. We can find
nothing improper in the way in which the court conducted
its review.

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Finally, we note that our elucidation of Firestone’s stand
ard does not consist of a detailed set of instructions. In this
respect, we find pertinent this Court’s comments made in a
somewhat different context, the context of court review of
agency factfinding. See Universal Camera Corp., supra.
In explaining how a reviewing court should take account of
the agency’s reversal of its own examiner’s factual findings,
this Court did not lay down a detailed set of instructions.
It simply held that the reviewing judge should take account
of that circumstance as a factor in determining the ultimate
adequacy of the record’s support for the agency’s own factual
conclusion. Id., at 492–497. In so holding, the Court noted
that it had not enunciated a precise standard. See, e. g., id.,
at 493. But it warned against creating formulas that will
“falsif[y] the actual process of judging” or serve as “instru
ment[s] of futile casuistry.” Id., at 489. The Court added
that there “are no talismanic words that can avoid the proc
ess of judgment.” Ibid. It concluded then, as we do now,
that the “[w]ant of certainty” in judicial standards “partly
reflects the intractability of any formula to furnish definite
ness of content for all the impalpable factors involved in judi
cial review.” Id., at 477.
We affirm the judgment of the Court of Appeals.
It is so ordered.
Chief Justice Roberts, concurring in part and concur
ring in the judgment.
I join all but Part IV of the Court’s opinion. I agree that
a third-party insurer’s dual role as a claims administrator
and plan funder gives rise to a conflict of interest that is
pertinent in reviewing claims decisions. I part ways with
the majority, however, when it comes to how such a conflict
should matter. See ante, at 115–118 and this page. The
majority would accord weight, of varying and indeterminate
amount, to the existence of such a conflict in every case

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120 METROPOLITAN LIFE INS. CO. v. GLENN
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where it is present. See ante, at 117–118. The majority’s
approach would allow the bare existence of a conflict to en
hance the significance of other factors already considered by
reviewing courts, even if the conflict is not shown to have
played any role in the denial of benefits. The end result is
to increase the level of scrutiny in every case in which there
is a conflict—that is, in many if not most ERISA cases—
thereby undermining the deference owed to plan administra
tors when the plan vests discretion in them.
I would instead consider the conflict of interest on review
only where there is evidence that the benefits denial was
motivated or affected by the administrator’s conflict. No
such evidence was presented in this case. I would nonethe
less affirm the judgment of the Sixth Circuit, because that
court was justified in finding an abuse of discretion on the
facts of this case—conflict or not.
In Firestone Tire & Rubber Co. v. Bruch, 489 U. S. 101
(1989), this Court recognized that plan sponsors could, by the
terms of the plan, reserve the authority to make discretion
ary claims decisions that courts would review only for an
abuse of that discretion. Id., at 111. We have long recog
nized “the public interest in encouraging the formation of
employee benefit plans.” Pilot Life Ins. Co. v. Dedeaux, 481
U. S. 41, 54 (1987). Ensuring that reviewing courts respect
the discretionary authority conferred on ERISA fiduciaries
encourages employers to provide medical and retirement
benefits to their employees through ERISA-governed
plans—something they are not required to do. Cf. Aetna
Health Inc. v. Davila, 542 U. S. 200, 215 (2004).
The conflict of interest at issue here is a common feature
of ERISA plans. The majority acknowledges that the
“lion’s share of ERISA plan claims denials” are made by ad
ministrators that both evaluate and pay claims. See ante,
at 116; see also Guthrie v. National Rural Elec. Coop. Assn.
Long-Term Disability Plan, 509 F. 3d 644, 650 (CA4 2007)
(describing use of dual-role administrators as “ ‘simple and

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121 Cite as: 554 U. S. 105 (2008)
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commonplace’ ” (quoting Colucci v. Agfa Corp. Severance
Pay Plan, 431 F. 3d 170, 179 (CA4 2005))); Hall v. UNUM
Life Ins. Co., 300 F. 3d 1197, 1205 (CA10 2002) (declining to
permit additional evidence on review “whenever the same
party is the administrator and payor” because such an ar
rangement is “commonplace”). For this reason, the ma
jority is surely correct in concluding that it is important to
retain deferential review for decisions made by conflicted
administrators, in order to avoid “near universal review by
judges de novo.” Ante, at 116.
But the majority’s approach does not do so. Saying that
courts should consider the mere existence of a conflict in
every case, without focusing that consideration in any way,
invites the substitution of judicial discretion for the discre
tion of the plan administrator. Judicial review under the
majority’s opinion is less constrained, because courts can look
to the bare presence of a conflict as authorizing more exact
ing scrutiny.
This problem is exacerbated because the majority is so
imprecise about how the existence of a conflict should be
treated in a reviewing court’s analysis. The majority is
forthright about this failing. In a triumph of understate
ment, the Court acknowledges that its approach “does not
consist of a detailed set of instructions.” Ante, at 119. The
majority tries to transform this vice into a virtue, pointing
to the practice of courts in reviewing agency determinations.
See ante, at 117, 119. The standard of review for agency
determinations has little to nothing to do with the appro
priate test for identifying ERISA benefits decisions influ
enced by a conflict of interest. In fact, we have rejected
this analogy before, see Firestone, supra, at 109–110 (reject
ing the arbitrary and capricious standard of review under
the Labor Management and Relations Act for claims brought
under 29 U. S. C. § 1132(a)(1)(B)), and not even the Solicitor
General, whose position the majority accepts, endorses it, see
Brief for United States as Amicus Curiae 29–30, n. 3 (noting

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122 METROPOLITAN LIFE INS. CO. v. GLENN
Opinion of Roberts, C. J.
the “key differences between ERISA and the administrative
law context”).
Pursuant to the majority’s strained analogy, Universal
Camera Corp. v. NLRB, 340 U. S. 474 (1951), makes an unex
pected appearance on stage. The case is cited for the propo
sition that the lack of certainty in judicial standards “ ‘partly
reflects the intractability of any formula to furnish definite
ness of content for all the impalpable factors involved in judi
cial review.’ ” Ante, at 119 (quoting Universal Camera,
supra, at 477). Maybe. But certainty and predictability
are important criteria under ERISA, and employers consid
ering whether to establish ERISA plans can have no notion
what it means to say that a standard feature of such plans
will be one of the “impalpable factors involved in judicial
review” of benefits decisions. See Rush Prudential HMO,
Inc. v. Moran, 536 U. S. 355, 379 (2002) (noting “ERISA’s
policy of inducing employers to offer benefits by assuring a
predictable set of liabilities, under uniform standards of pri
mary conduct”). The Court leaves the law more uncertain,
more unpredictable than it found it. Cf. O. Holmes, The
Common Law 101 (M. Howe ed. 1963) (“[T]he tendency of
the law must always be to narrow the field of uncertainty”).
Nothing in Firestone compels the majority’s kitchen-sink
approach. In Firestone, the Court stated that a conflict of
interest “must be weighed as a ‘facto[r] in determining
whether there is an abuse of discretion.’ ” 489 U. S., at 115
(quoting Restatement (Second) of Trusts § 187, Comment d
(1957); alteration in original). The cited Restatement con
firms that treating the existence of a conflict of interest “as
a factor” means considering whether the conflicted trustee
“is acting from an improper motive” so as to “further some
interest of his own or of a person other than the beneficiary.”
Id., § 187, Comment g (emphasis added). See also post, at
130–133 (Scalia, J., dissenting). The language in Firestone
does not specify whether the existence of a conflict should
be thrown into the mix in an indeterminate way along with

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123 Cite as: 554 U. S. 105 (2008)
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all other considerations pertinent in reviewing a benefits de
cision, as the majority would apparently have it, or instead
weighed to determine whether it actually affected the
decision.
It is the actual motivation that matters in reviewing bene
fits decisions for an abuse of discretion, not the bare presence
of the conflict itself. Consonant with this understanding, a
conflict of interest can support a finding that an administra
tor abused its discretion only where the evidence demon
strates that the conflict actually motivated or influenced the
claims decision. Such evidence may take many forms. It
may, for example, appear on the face of the plan, see Pegram
v. Herdrich, 530 U. S. 211, 227, n. 7 (2000) (offering hypotheti
cal example of a plan that gives “a bonus for administrators
who denied benefits to every 10th beneficiary”); it may be
shown by evidence of other improper incentives, see Arm
strong v. Aetna Life Ins. Co., 128 F. 3d 1263, 1265 (CA8 1997)
(insurer provided incentives and bonuses to claims reviewers
for “claims savings”); or it may be shown by a pattern or
practice of unreasonably denying meritorious claims, see
Radford Trust v. First Unum Life Ins. Co. of Am., 321
F. Supp. 2d 226, 247 (Mass. 2004) (finding a “pattern of erro
neous and arbitrary benefits denials, bad faith contract mis
interpretations, and other unscrupulous tactics”). The mere
existence of a conflict, however, is not justification for height
ening the level of scrutiny, either on its own or by enhancing
the significance of other factors.
The majority’s application of its approach confirms its
overbroad reach and indeterminate nature. Three sets of
circumstances, the majority finds, warrant the conclusion
that MetLife’s conflict of interest influenced its decision to
deny Glenn’s claim for benefits: MetLife’s failure to account
for the Social Security Administration’s finding of disability
after MetLife encouraged Glenn to apply to the agency for
benefits; MetLife’s emphasis of favorable medical reports and
deemphasis of unfavorable ones; and MetLife’s failure to pro

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124 METROPOLITAN LIFE INS. CO. v. GLENN
Opinion of Roberts, C. J.
vide its internal experts with all the relevant evidence of
Glenn’s medical condition. See ante, at 118. These facts
simply prove that MetLife abused its discretion in failing to
consider relevant, expert evidence on the question of Glenn’s
disability status. There is no basis for supposing that the
conflict of interest lent any greater significance to these fac
tors, and no logical reason to give the factors an extra dollop
of weight because of the structural conflict.
Even the fact that MetLife took “seemingly inconsistent
positions” regarding Glenn’s claim for Social Security bene
fits falls short. Ante, at 118. That MetLife stood to gain
financially from ignoring the agency’s finding and denying
Glenn’s claim does not show improper motivation. If it did,
every decision to deny a claim made by a dual-role adminis
trator would automatically qualify as an abuse of discretion.
No one here advocates such a per se rule. As for MetLife’s
referral of Glenn to the agency, the plan itself required Met-
Life to deduct an estimated amount of Social Security dis
ability benefits “whether or not [Glenn] actually appl[ied] for
and receive[d] those amounts,” App. 167a, and to assist plan
participants like Glenn in applying for Social Security bene
fits, see id., at 168a. Hence, it was not the conflict that
prompted MetLife to refer Glenn to the agency, but the plan
itself, a requirement that any administrator, whether con
flicted or not, would be obligated to enforce.
In fact, there is no indication that the Sixth Circuit viewed
the deficiencies in MetLife’s decision as a product of its con
flict of interest. Apart from remarking on the conflict at the
outset and the conclusion of its opinion, see 461 F. 3d 660,
666, 674 (2006), the court never again mentioned MetLife’s
inconsistent obligations in the course of reversing the admin
istrator’s decision. As the court explained, MetLife’s deci
sion “was not the product of a principled and deliberative
reasoning process.” Id., at 674. MetLife failed to acknowl
edge the contrary conclusion reached by the Social Security

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125 Cite as: 554 U. S. 105 (2008)
Opinion of Kennedy, J.
Administration, gave scant weight to the contrary medical
evidence supplied by Dr. Patel, and neglected to provide its
internal experts with Dr. Patel’s reports. Ibid.; see also
ante, at 118. In these circumstances, the Court of Appeals
was justified in finding an abuse of discretion wholly apart
from MetLife’s conflict of interest.
I would therefore affirm the judgment below.
Justice Kennedy, concurring in part and dissenting in
part.
The Court sets forth an important framework for the
standard of review in ERISA cases, one consistent with our
holding in Firestone Tire & Rubber Co. v. Bruch, 489 U. S.
101 (1989). In my view this is correct, and I concur in those
parts of the Court’s opinion that discuss this framework. In
my submission, however, the case should be remanded so
that the Court of Appeals can apply the standards the Court
now explains to these facts.
There are two ways to read the Court’s opinion. The
Court devotes so much of its discussion to the weight to be
given to a conflict of interest that one should conclude this
has considerable relevance to the conclusion that MetLife
wrongfully terminated respondent’s disability payments.
This interpretation is the one consistent with the question
the Court should address and with the way the case was
presented to us. A second reading is that the Court con
cludes MetLife’s conduct was so egregious that it was an
abuse of discretion even if there were no conflict at all; but
if that is so then the first 11 pages of the Court’s opinion is
unnecessary to its disposition.
The Court has set forth a workable framework for taking
potential conflicts of interest in ERISA benefits disputes into
account. It is consistent with our opinion in Firestone, and
it protects the interests of plan beneficiaries without under
mining the ability of insurance companies to act simultane

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126 METROPOLITAN LIFE INS. CO. v. GLENN
Opinion of Kennedy, J.
ously as plan administrators and plan funders. The linchpin
of this framework is the Court’s recognition that a structural
conflict “should prove less important (perhaps to the vanish
ing point) where the administrator has taken active steps to
reduce potential bias and to promote accuracy, for example,
by walling off claims administrators from those interested in
firm finances, or by imposing management checks that penal
ize inaccurate decisionmaking irrespective of whom the inac
curacy benefits.” Ante, at 117. And it is on this point that
the Court’s opinion parts company with the decision of the
Court of Appeals for the Sixth Circuit. The Court acknowl
edges that the structural conflict of interest played some role
in the Court of Appeals’ determination that MetLife had
abused its discretion. Ante, at 118. But as far as one can
tell, the Court of Appeals made no effort to assess whether
MetLife employed structural safeguards to avoid conflicts of
interest, safeguards the Court says can cause the importance
of a conflict to vanish.
The Court nonetheless affirms the judgment, without giv
ing MetLife a chance to defend its decision under the stand
ards the Court articulates today. In doing so, it notes that
“[t]he record says little about MetLife’s efforts to ensure ac
curate claims assessment,” ibid., thereby implying that Met-
Life is to blame for failing to introduce structural evidence
in the earlier proceedings. Until today’s opinion, however,
a party in MetLife’s position had no notice of the relevance
of these evidentiary considerations.
By reaching out to decide the merits of this case without
remanding, the Court disadvantages MetLife solely for its
failure to anticipate the instructions in today’s opinion. This
is a deviation from our practice, and it is unfair. Given the
importance of evidence pertaining to structural safeguards,
this case should have been remanded to allow the Court
of Appeals to consider this matter further in light of the
Court’s ruling.

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127 Cite as: 554 U. S. 105 (2008)
Scalia, J., dissenting
For these reasons, I concur in part but dissent from the
order affirming the judgment.
Justice Scalia, with whom Justice Thomas joins,
dissenting.
I agree with the Court that petitioner Metropolitan Life
Insurance Company (hereinafter petitioner) has a conflict of
interest. A third-party insurance company that administers
an ERISA-governed disability plan and that pays for bene
fits out of its own coffers profits with each benefits claim
it rejects. I see no reason why the Court must volun
teer, however, that an employer who administers its own
ERISA-governed plan “clear[ly]” has a conflict of interest.
See ante, at 112. At least one Court of Appeals has thought
that while the insurance-company-administrator has a con
flict, the employer-administrator does not. See Colucci v.
Agfa Corp. Severance Pay Plan, 431 F. 3d 170, 179 (CA4
2005). I would not resolve this question until it has been
presented and argued, and the Court’s unnecessary and unin
vited resolution must be regarded as dictum.
The more important question is how the existence of a
conflict should bear upon judicial review of the administra
tor’s decision, and on that score I am in fundamental dis
agreement with the Court. Even if the choice were mine as
a policy matter, I would not adopt the Court’s totality-of
the-circumstances (so-called) “test,” in which the existence
of a conflict is to be put into the mix and given some (unspeci
fied) “weight.” This makes each case unique, and hence the
outcome of each case unpredictable—not a reasonable posi
tion in which to place the administrator that has been explic
itly given discretion by the creator of the plan, despite the
existence of a conflict. See ante, at 121–122 (Roberts, C. J.,
concurring in part and concurring in judgment). More im
portantly, however, this is not a question to be solved by this
Court’s policy views; our cases make clear that it is to be

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128 METROPOLITAN LIFE INS. CO. v. GLENN
Scalia, J., dissenting
governed by the law of trusts. Under that law, a fiduciary
with a conflict does not abuse its discretion unless the conflict
actually and improperly motivates the decision. There is
no evidence of that here.
I
Our opinion in Firestone Tire & Rubber Co. v. Bruch, 489
U. S. 101 (1989), does not provide the answer to the all
important question in this case, but it does direct us to the
answer. It held that federal courts hearing 29 U. S. C.
§ 1132(a)(1)(B) claims should review the decisions of ERISA
plan administrators the same way that courts have tradition
ally reviewed decisions of trustees. 489 U. S., at 111. In
trust law, the decision of a trustee who was not vested with
discretion would be reviewed de novo. Id., at 112–113. Cit
ing the Restatement of Trusts current at the time of
ERISA’s enactment, Firestone acknowledged that courts
traditionally would defer to trustees vested with discretion,
but rejected that course in the case at hand because, among
other reasons, the Firestone plan did not vest its administra
tor with discretion. Id., at 111 (citing Restatement (Second)
of Trusts § 187 (1957) (hereinafter Restatement)). Accord
ingly, Firestone had no occasion to consider the scope of, or
limitations on, the deference accorded to fiduciaries with dis
cretion. But in sheer dictum quoting a portion of one com
ment of the Restatement, our opinion said, “[o]f course, if a
benefit plan gives discretion to an administrator or fiduciary
who is operating under a conflict of interest, that conflict
must be weighed as a ‘facto[r] in determining whether there
is an abuse of discretion.’ ” 489 U. S., at 115 (quoting Re
statement § 187, Comment d).
The Court takes that throwaway dictum literally and
builds a castle upon it. See ante, at 115–118. But the dic
tum cannot bear that weight, and the Court’s “elucidation”
of the sentence does not reveal trust-law practice as much
as it reveals the Justices’ fondness for a judge-liberating
totality-of-the-circumstances “test.” The Restatement does

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129 Cite as: 554 U. S. 105 (2008)
Scalia, J., dissenting
indeed list in Comment d certain circumstances (including
conflict of interest) that “may be relevant” to deciding
whether a trustee has abused his discretion.1 It does not,
however, suggest that they should all be chucked into a
brown paper bag and shaken up to determine the answer.
Nowhere does it mention the majority’s modus operandi of
“weighing” all these factors together. To the contrary, the
immediately following Comments (e–l) precisely elaborate
upon how some of those factors (factor (1), extent of discre
tion, see Comment j; factor (4), existence of an external
standard for judging reasonableness, see Comment i; factors
(5) and (6), motives of the trustee and conflict of interest, see
Comment g) are relevant—making very clear that each of
them can be alone determinative, without the necessity of
“weighing” other factors. These later Comments also ad
dress other factors not even included in the earlier listing,
some of which can be alone determinative. See Comment h,
Trustee’s failure to use his judgment; Comment k, Limits of
power of settlor to confer discretion.
Instead of taking the pain to reconcile the entirety of the
Restatement section with the Firestone dictum, the Court
treats the dictum like a statutory command, and makes up a
standard (if one can call it that) to make sense of the dictum.
The opinion is painfully opaque, despite its promise of eluci
dation. It variously describes the object of judicial review
as “determining whether the trustee, substantively or proce
1 Comment d provides in full: “Factors in determining whether there is
an abuse of discretion. In determining the question whether the trustee
is guilty of an abuse of discretion in exercising or failing to exercise a
power, the following circumstances may be relevant: (1) the extent of the
discretion conferred upon the trustee by the terms of the trust; (2) the
purposes of the trust; (3) the nature of the power; (4) the existence or
non-existence, the definiteness or indefiniteness, of an external standard
by which the reasonableness of the trustee’s conduct can be judged; (5) the
motives of the trustee in exercising or refraining from exercising the
power; (6) the existence or nonexistence of an interest in the trustee con
flicting with that of the beneficiaries.”

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130 METROPOLITAN LIFE INS. CO. v. GLENN
Scalia, J., dissenting
durally, has abused his discretion” (ante, at 115), determining
“the lawfulness of benefit denials” (ante, at 117), and as tan
tamount to “review of agency factfinding” (ibid.). How
a court should go about conducting this review is un
clear. The opinion is rife with instruction on what a court
should not do. See ante, at 115–116. In the final analysis,
the Court seems to advance a gestalt reasonableness stand
ard (a “combination-of-factors method of review,” the opinion
calls it, ante, at 118), by which a reviewing court, mindful of
being deferential, should nonetheless consider all the circum
stances, weigh them as it thinks best, then divine whether a
fiduciary’s discretionary decision should be overturned.2
Notwithstanding the Court’s assurances to the contrary,
ante, at 115–117, that is nothing but de novo review in
sheep’s clothing.3
Looking to the common law of trusts (which is, after all,
what the holding of Firestone binds us to do), I would adopt
the entirety of the Restatement’s clear guidelines for judicial
review. In trust law, a court reviewing a trustee’s decision
would substitute its own de novo judgment for a trustee’s
only if it found either that the trustee had no discretion in
making the decision, see Firestone, supra, at 111–112, or that
the trustee had discretion but abused it, see Restatement
2 I do not take the Court to adopt respondent’s position that courts
should consider all the circumstances to determine how much deference a
trustee’s decision deserves. See Brief for Respondent 46–50. The opin
ion disavows that reading. See ante, at 115 (“We do not believe that Fire
stone’s statement implies a change in the standard of review, say, from
deferential to de novo review”). Of course when one is speaking of defer
ring to the judgment of another decisionmaker, the notion that there are
degrees of deference is absurd. There are degrees of respect for the deci
sionmaker, perhaps—but the court either defers, or it does not. “Some
deference,” or “less than total deference,” is no deference at all.
3 The Solicitor General proposes an equally gobbledygook standard:
“Reasonableness Under The Totality Of The Circumstances,” a.k.a. “[r]e
view . . . as searching . . . as the facts and circumstances . . . warrant,” by
which a reviewing court takes “extra care” to ensure that a decision is
reasonable. See Brief for United States as Amicus Curiae 22, 25.

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131 Cite as: 554 U. S. 105 (2008)
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§ 187. Otherwise, the court would defer to the trustee.
Cf. Shelton v. King, 229 U. S. 90, 94–95 (1913). “Abuse of
discretion,” as the Restatement uses the term, refers spe
cifically to four distinct failures: The trustee acted dishon
estly; he acted with some other improper motive; he failed to
use judgment; or he acted beyond the bounds of a reasonable
judgment. See Restatement § 187, Comment e.
The Restatement discusses all four of these manners of
abusing discretion successively, in Comments f, g, h, and i,
describing the aim of a court’s inquiry into each. A trustee
abuses his discretion by acting dishonestly when, for ex
ample, he accepts bribes. See id., § 187, Comment f. A
trustee abuses his discretion by failing to use his judgment,
when he acts “without knowledge of or inquiry into the rele
vant circumstances and merely as a result of his arbitrary
decision or whim.” Id., § 187, Comment h. A trustee
abuses his discretion by acting unreasonably when his deci
sion is substantively unreasonable either with regard to his
exercise of a discretionary power or with regard to his as
sessment of whether the preconditions to that exercise have
been met.4 See id., § 187, Comment i. And—most impor
tant for this case—a trustee abuses his discretion by acting
on an improper motive when he acts “from a motive other
than to further the purposes of the trust.” Id., § 187, Com
ment g. Improper motives include “spite or prejudice or to
further some interest of his own or of a person other than
the beneficiary.” Ibid. (emphasis added).
The four abuses of discretion are clearly separate and dis
tinct. Indeed, the circumstances the Restatement identifies
as relevant for finding each abuse of discretion are not identi
4 The latter is the sort of discretionary decision challenged in this case.
Petitioner, as a precondition to paying respondent’s benefits, had to assess
whether she was disabled. Cf. Restatement § 187, Comment i, Illustra
tion 9 (dealing with a trustee’s assessment of a beneficiary’s competence
to manage property, which is the condition of the trustee’s obligation to
pay the principal of the trust to that beneficiary).

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132 METROPOLITAN LIFE INS. CO. v. GLENN
Scalia, J., dissenting
fied as relevant for finding the other abuses of discretion.
For instance, “the existence or non-existence, the definite
ness or indefiniteness, of an external standard by which the
reasonableness of the trustee’s conduct can be judged,” id.,
§ 187, Comment d, is alluded to only in the later Comment
dealing with abuse of discretion by acting beyond the bounds
of reasonable judgment, id., § 187, Comment i. And particu
larly relevant to the present case, “the existence or nonexist
ence of an interest in the trustee conflicting with that of the
beneficiaries,” id., § 187, Comment d, is mentioned only in the
later Comment dealing with abuse of discretion by reason of
improper motive, id., § 187, Comment g. The other Com
ments do not even hint that a conflict of interest is relevant
to determining whether one of the other three types of abuse
of discretion exists.
Common sense confirms that a trustee’s conflict of interest
is irrelevant to determining the substantive reasonableness
of his decision. A reasonable decision is reasonable whether
or not the person who makes it has a conflict. If it were
otherwise, the consequences would be perverse: A trustee
without a conflict could take either of two reasonable courses
of action, but a trustee with a conflict, facing the same two
choices, would be compelled to take the course that avoids
the appearance of self-dealing. He would have to do that
even if he thought the other one would better serve the bene
ficiary’s interest, lest his determination be set aside as unrea
sonable. It makes no sense to say that a lurking conflict
of interest, or the mere identity of the trustee, can make a
reasonable decision unreasonable, or a well-thought-out, in
formed decision uninformed or arbitrary. The Restatement
echoes the commonsensical view: It explains that a court
applying trust law must pretermit its inquiry into whether
a trustee abused his discretion by acting unreasonably when
there is no standard for evaluating reasonableness, but “[i]n
such a case . . . the court will interpose if the trustee act[ed]
dishonestly, or from some improper motive.” Id., § 187,

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133 Cite as: 554 U. S. 105 (2008)
Scalia, J., dissenting
Comment i. That explanation plainly excludes the court’s
“weighing” of a trustee’s conflict of interest.
A trustee’s conflict of interest is relevant (and only rele
vant) for determining whether he abused his discretion by
acting with an improper motive. It does not itself prove
that he did so, but it is the predicate for an inquiry into mo
tive, and can be part of the circumstantial evidence establish
ing wrongful motive. That circumstantial evidence could
theoretically include the unreasonableness of the decision—
but using it for that purpose would be entirely redundant,
since unreasonableness alone suffices to establish an abuse
of discretion. There are no gradations of reasonableness, so
that one might infer that a trustee acted upon his conflict of
interest when he chose a “less reasonable,” yet self-serving,
course, but not when he chose a “more reasonable,” yet self
serving, course. Reasonable is reasonable. A reasonable
decision is one over which reasonable minds seeking the
“best” or “right” answer could disagree. It is a course that
a trustee acting in the best interest of the beneficiary might
have chosen. Gradating reasonableness, and making it a
“factor” in the improper-motive determination, would have
the precise effect of eliminating the discretion that the set
tlor has intentionally conferred upon the trustee with a con
flict, for such a trustee would be foreclosed from making an
otherwise reasonable decision. See supra, at 132 and this
page.
Respondent essentially asks us to presume that all fidu
ciaries with a conflict act in their selfish interest, so that
their decisions are automatically reviewed with less than
total deference (how much less is unspecified). But if one is
to draw any inference about a fiduciary from the fact that
he made an informed, reasonable, though apparently self
serving discretionary decision, it should be that he sup
pressed his selfish interest (as the settlor anticipated) in com
pliance with his duties of good faith and loyalty. See, e. g.,
Gregory v. Moose, 266 Ark. 926, 933–934, 590 S. W. 2d 665,

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134 METROPOLITAN LIFE INS. CO. v. GLENN
Scalia, J., dissenting
670–671 (1979) (citing Jarvis v. Boatmen’s Nat. Bank of
St. Louis, 478 S. W. 2d 266, 273 (Mo. 1972)). Only such a
presumption can vindicate the trust principles and ERISA
provisions that permit settlors to appoint fiduciaries with a
conflict in the first place. See Pegram v. Herdrich, 530 U. S.
211, 225 (2000).
II
Applying the Restatement’s guidelines to this case, I
conclude that the only possible basis for finding an abuse of
discretion would be unreasonableness of petitioner’s deter
mination of no disability. The principal factor suggesting
that is the finding of disability by the Social Security Admin
istration (SSA). But ERISA fiduciaries need not always
reconcile their determinations with the SSA’s, nor is the
SSA’s conclusion entitled to any special weight. Cf. Black &
Decker Disability Plan v. Nord, 538 U. S. 822, 834 (2003).
The SSA’s determination may have been wrong, and it was
contradicted by other medical opinion.
We did not take this case to make the reasonableness de
termination, but rather to clarify when a conflict exists, and
how it should be taken into account. I would remand to the
Court of Appeals for its determination of the reasonableness
of petitioner’s denial, without regard to the existence of a
conflict of interest.