James Boyd v. ConAgra Foods, Inc.

James Boyd, a former employee of ConAgra Foods, Inc., brought this action

pursuant to the Employee Retirement Income Security Act of 1974 (“ERISA”). Boyd

seeks to recover severance benefits under an ERISA plan that guarantees these

benefits when ConAgra, in certain circumstances, materially reduces an employee’s

position, duties, or responsibilities. Boyd alternatively claims that ConAgra breached

its fiduciary duty by misleading him about his employment. The district court1

granted ConAgra summary judgment on these claims and then granted Boyd his

attorney’s fees, pursuant to the plan’s terms. We affirm.

I. Background

Boyd previously worked for Ralcorp Holdings, Inc., in the position of “Vice

President of Operations.” In January 2013, ConAgra purchased Ralcorp through a

corporate acquisition. Following this acquisition, ConAgra retained Boyd as an

employee, changing his job title to “Vice President of Manufacturing.” ConAgra also

assumed Ralcorp’s obligations arising from Ralcorp’s employee-benefits programs.

The Honorable John A. Ross, United 1 States District Judge for the Eastern

District of Missouri.

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As part of his employee benefits with Ralcorp and then ConAgra, Boyd was

covered under the “Ralcorp Holdings, Inc. Severance Plan for Exempt Administrative

Employees Eligible for the Ralcorp Holdings, Inc. Management Bonus Program” (the

“Plan”), which is governed by ERISA. Under the Plan, Boyd is entitled to recover

severance benefits after self-terminating his employment within twenty-four months

after a “Change in Control,” including a corporate acquisition of Ralcorp, based on

“Good Reason.” The Plan defines “Good Reason” as “any of the following acts by

the Company without the prior written consent of the Employee: . . . i) a material

reduction in the Employee’s position, duties, or responsibilities; or ii) a material

adverse change in the Employee’s reporting relationships.” The Plan further

provides, “Notwithstanding anything in this definition to the contrary, an act by the

Company shall not constitute ‘Good Reason’ unless the Employee gives written

notice of the same to the Company within 30 days of such act, and the Company fails,

within 30 days of such notice, to reverse such act.” The Plan’s terms give the “Plan

Administrator”—that is, Ralcorp and then ConAgra—“‘the exclusive discretionary

authority to construe and interpret the Plan [and] to decide all questions of eligibility

for benefits,’ including the discretion to decide whether ‘Good Reason’ exists.”

Boyd alleges that after ConAgra acquired Ralcorp, he “suffered a significant

decrease in his responsibilities and his ability to give input on and influence highlevel

decisions within the company.” Boyd contends that these changes gave him

“Good Reason,” as defined under the Plan, to self-terminate his employment and to

recover severance benefits under the Plan. Boyd sent ConAgra four letters asserting

that he had Good Reason to self-terminate his employment and to recover severance

benefits. He also communicated with ConAgra on several occasions regarding his

claim for severance benefits. A summary of those letters and communications are as

follows.

In August 2013, Boyd sent ConAgra a letter stating that he believed he had

Good Reason based on the material adverse differences between his job as Vice

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President of Operations for Ralcorp and the position ConAgra had offered Boyd as

Vice President of Manufacturing. Boyd specifically alleged, among other claims, that

the new position decreased his authority over hiring and adversely changed his

reporting relationships.

After receiving Boyd’s August 2013 letter, ConAgra investigated Boyd’s

allegations. When a Plan participant gives notice of a claim of Good Reason to selfterminate,

a committee typically investigates that claim by evaluating the alleged

employment changes and determining whether those changes met the Plan’s

definition of Good Reason. In this case, the investigative committee evaluated

Boyd’s allegations and concluded that ConAgra had not materially reduced Boyd’s

employment in such a manner as would qualify as Good Reason. Based on this

determination, Amy Ariano, the head of the investigative committee and a Vice

President of Human Resources, met with Boyd to discuss his August 2013 letter and

the committee’s findings. Ariano informed Boyd that the committee had investigated

his alleged employment changes and concluded that they did not establish Good

Reason under the Plan’s terms. Following this meeting, Boyd signed an employment

agreement with ConAgra, accepting the position ConAgra had offered him.

In November 2013, Boyd sent ConAgra a second letter detailing additional

employment circumstances that he believed further established Good Reason. These

additional circumstances included: ConAgra “materially eliminating [Boyd’s] capital

approval authority” and delegating to a project manager Boyd’s project-coordination

duties over the “Red Card Project,” a project Boyd oversaw. After receiving this

letter, the investigative committee considered Boyd’s allegations and denied that

Good Reason existed.

In December 2013, Boyd sent ConAgra a third letter describing additional

circumstances he believed further established Good Reason. Boyd alleged that

ConAgra had excluded him from a “Senior Leadership Team Meeting” in November

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2013. The investigative committee considered this allegation and denied that Good

Reason existed.

Kelly Schaefer, ConAgra’s Vice President of Human Resources for Supply

Chain, then met with Boyd over two days in December 2013 to discuss the allegations

in his letters. Schaefer met with Boyd at the direction of the investigative committee

and used talking points that the committee had prepared. Schaefer informed Boyd

that the committee had received his additional letters and had determined that his

alleged employment changes did not establish Good Reason. Schaefer did not

identify what specifically ConAgra would deem to be a “material” reduction in

Boyd’s employment that would establish Good Reason. Schaefer also stated that

Boyd remained the “Business Owner” for the Red Card Project. According to Boyd,

Schaefer failed to inform him that the Red Card Project had been discussed and

overhauled at a “Network Optimization Meeting” earlier in the month.

In early January 2014, Boyd sent ConAgra another letter, stating that he would

self-terminate his employment with ConAgra at the end of the month. In this letter,

Boyd alleged additional circumstances establishing Good Reason to self-terminate:

ConAgra had excluded him from the Network Optimization Meeting and from the

hiring process for a plant manager at one of the plants Boyd supervised. The

committee investigated these claims and concluded that they did not establish Good

Reason. Boyd then terminated his employment with ConAgra on January 31, 2014.

In February 2014, Boyd submitted to ConAgra an administrative claim for

severance benefits under the Plan, alleging he self-terminated for Good Reason based

on the above alleged employment changes. On April 10, 2014, ConAgra—as the Plan

Administrator—denied Boyd’s claim on two grounds: (i) Boyd failed to terminate his

employment within the ninety-day period following the alleged initial existence of

Good Reason, a condition precedent under the Plan; and (ii) Boyd did not have Good

Reason to self-terminate because he “did not incur a material reduction in his

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position, duties or responsibilities or a material adverse change in his reporting

relationships.” On April 28, 2014, Boyd appealed that decision. And in June 2014,

ConAgra upheld its denial of Boyd’s claim.

In August 2014, Boyd sued ConAgra under ERISA, 29 U.S.C. § 1132(a)(1)(B)

and (a)(3), claiming that he is entitled to severance benefits under the Plan and,

alternatively, that ConAgra, as the Plan Administrator, breached its fiduciary duty by

omitting and misrepresenting material information in its discussions with Boyd.

Boyd and ConAgra each filed a motion for summary judgment. The district court

granted ConAgra’s motion and denied Boyd’s motion. The district court concluded

that ConAgra had not abused its discretion under the Plan by denying Boyd’s claim

for benefits because substantial evidence existed to support its decision. The district

court also concluded that ConAgra had not breached its fiduciary duty to Boyd. The

district court then granted Boyd’s motion for attorney’s fees, concluding that the

Plan’s terms entitled Boyd to these fees because Boyd’s claims were not frivolous.

Boyd timely appealed the order granting ConAgra summary judgment, and

ConAgra timely appealed the order granting Boyd his attorney’s fees. This Court has

jurisdiction over these appeals pursuant to 28 U.S.C. § 1291.

II. Discussion

Under ERISA, a plan participant or beneficiary may file an action “to recover

benefits due to him under the terms of his plan.” 29 U.S.C. § 1132(a)(1)(B). “Where

an ERISA plan grants its administrator discretion to decide questions of eligibility for

benefits or construe plan terms”—as the Plan does here—“judicial review of the

administrator’s determinations generally is limited to the abuse of discretion

standard.” Alliant Techsystems, Inc. v. Marks, 465 F.3d 864, 868 (8th Cir. 2006).

When reviewing a district court’s grant of summary judgment on such a claim, “[w]e

review the grant of summary judgment de novo, using the same standard as the

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district court, and we view the evidence in the light most favorable to the nonmoving

party.” Admin. Comm. of Wal-Mart Stores, Inc. Associates’ Health & Welfare Plan

v. Gamboa, 479 F.3d 538, 541 (8th Cir. 2007).

The parties here raise three broad issues on appeal. First, Boyd challenges the

district court’s conclusion that ConAgra, as the Plan Administrator, did not abuse its

discretion in denying Boyd’s claim for benefits. Second, Boyd challenges the district

court’s decision that ConAgra, as Boyd’s fiduciary under the Plan, did not breach its

fiduciary duty by allegedly omitting or misstating material information. And third,

ConAgra cross-appeals, arguing that the district court erred in awarding Boyd his

attorney’s fees because the Plan prohibits awarding attorney’s fees for frivolous

claims.

A. Boyd’s Claim for Severance Benefits

The first issue we consider is whether ConAgra, as the Plan Administrator,

abused its discretion in denying Boyd’s claim for severance benefits. The parties

disagree as to the level of deference we must afford ConAgra’s decision and whether

that decision was in error.

1. Applicable Standard of Review

Boyd first argues that the district court applied an incorrect standard of review

because ConAgra’s financial conflict of interest necessitated a less deferential

standard. As noted above, judicial review of a plan administrator’s decision denying

a claim for benefits under an ERISA plan similar to the one here generally is limited

to the abuse-of-discretion standard. Under this standard, “[t]he administrator’s

decision should be affirmed if it is reasonable, meaning it is supported by substantial

evidence.” Green v. Union Sec. Ins., 646 F.3d 1042, 1050 (8th Cir. 2011). In other

words, “[the] decision is reasonable if a reasonable person could have reached a

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similar decision, given the evidence before him, not that a reasonable person would

have reached that decision.” Id.

Because, under the Plan here, ConAgra served as the party responsible both for

administering the Plan (i.e., the plan administrator) and for paying claims under the

Plan (i.e., the plan sponsor), “this dual role creates a [financial] conflict of interest.”

Metro. Life Ins. v. Glenn, 554 U.S. 105, 108 (2008); accord Manning v. Am.

Republic Ins., 604 F.3d 1030, 1038 (8th Cir. 2010). When such a conflict of interest

exists, “a reviewing court should consider that conflict as a factor in determining

whether the plan administrator has abused its discretion in denying benefits.” Glenn,

554 U.S. at 108; accord Brake v. Hutchinson Tech. Inc. Grp. Disability Income Ins.

Plan, 774 F.3d 1193, 1196 (8th Cir. 2014) (citing Glenn, 554 U.S. at 116–17).

Boyd asserts that a less deferential standard of review governs our review of

ConAgra’s decision. To be clear, although these two propositions—on the one hand,

applying a less deferential standard of review and, on the other hand, considering the

conflict of interest as a factor under the abuse-of-discretion standard—appear

substantially similar, they are distinct concepts. For his proposition, Boyd cites Woo

v. Deluxe Corp., 144 F.3d 1157, 1160–61 (8th Cir. 1998), and its progeny. Under

these cases, this circuit permitted “a less deferential standard of review” when the

claimant shows “a palpable conflict of interest or a serious procedural irregularity

existed, which . . . caused a serious breach of the plan administrator’s fiduciary duty

to [him].” Menz v. Procter & Gamble Health Care Plan, 520 F.3d 865, 871 (8th Cir.

2008) (alteration in original) (emphasis added) (quoting Woo, 144 F.3d at 1160).

This less deferential standard is a “‘sliding scale’ approach, [whereby] the evidence

supporting the plan administrator’s decision must increase in proportion to the

seriousness of the conflict or procedural irregularity.” Woo, 144 F.3d at 1162.

The Supreme Court’s decision in Glenn, 554 U.S. at 115–16, abrogated Woo

to the extent Woo allowed a less deferential standard of review based on merely a

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conflict of interest. Wrenn v. Principal Life Ins., 636 F.3d 921, 924 n.6. To the

extent Boyd contends that Woo governs because a “conflict of interest influenced

ConAgra’s decision to deny Boyd’s claim and appeal,” this argument is foreclosed

by Glenn. See Glenn, 554 U.S. at 115–17; see also Cooper v. Metro. Life Ins., 862

F.3d 654, 660 (8th Cir. 2017) (“[Eighth Circuit] precedent . . . has consistently

rejected the notion that the mere presence of a potential conflict of interest is

sufficient to warrant a less deferential standard.”).

Boyd also argues that Woo governs because there was a procedural irregularity

when Schaefer, who met with Boyd about his Good Reason letters, misled him by

falsely stating that he retained decision-making authority over the Red Card Project.

“Our circuit has not definitively resolved the impact of Glenn on the ‘procedural

irregularity component’” of Woo. Waldoch v. Medtronic, Inc., 757 F.3d 822, 830

n.3 (8th Cir. 2014) (quoting Wrenn, 636 F.3d at 924 n.6). We need not address the

validity of that component, however, because Boyd has failed to show Schaefer’s

statement was a “serious procedural irregularity.” Woo, 144 F.3d at 1160.

Notwithstanding the veracity of Schaefer’s statement, Boyd has not shown that the

statement significantly diverged from the administrative procedures involved when

the Plan Administrator considered this type of claim. See id. at 1161 (concluding that

failing to investigate an ERISA plan beneficiary’s claim of disability was a

procedural irregularity). Boyd therefore has failed to show that a less deferential

standard of review governs.

Although we do not apply a less deferential standard of review, ConAgra’s

financial conflict of interest is still a relevant factor we consider in determining

whether ConAgra abused its discretion in denying Boyd’s claim. The weight

afforded this factor necessarily depends on the facts of the case. Some facts this

circuit previously recognized as increasing that weight include: “that the insurer’s

claims review process was tainted by bias; that the medical professionals who

reviewed the claim for [disability] benefits were employed by the insurer, or that their

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compensation was tied to their findings; and that the insurer acted as little more than

a rubberstamp for favorable medical opinions.” Cooper, 862 F.3d at 661. But when

the record “contains no evidence about [the plan administrator]’s ‘claims

administration history or its efforts to ensure that claims assessment is not affected

by the conflict,’ [the court] only ‘give[s] the conflict some weight.’” Donaldson v.

Nat’l Union Fire Ins. Co. of Pittsburgh, 863 F.3d 1036, 1039 (8th Cir. 2017) (quoting

Darvell v. Life Ins. Co. of N. Am., 597 F.3d 929, 934 (8th Cir. 2010)). In short, a

financial conflict of interest is only a factor—the weight of which depends on the

facts of the case. See Glenn, 554 U.S. at 115. We thus consider this factor in our

analysis of Boyd’s claim, which now follows.

2. Good Reason Analysis

Boyd next contends that ConAgra, as the Plan Administrator, abused its

discretion by denying his claim for benefits, based on two grounds. Boyd first asserts

that ConAgra abused its discretion by denying his claim on the ground that it was

untimely. The Plan provides that to be eligible to apply for severance benefits, a

qualifying employee must self-terminate “during the 90-day period following the

initial existence of Good Reason.” ConAgra concluded that Boyd had failed to timely

self-terminate because he filed his first Good Reason letter in August 2013 but he did

not self-terminate until January 2014. In fact, in his February 2014 claim for benefits

and his April 2014 appeal of ConAgra’s decision, the allegations that Boyd cited as

establishing Good Reason occurred in November and December of 2013—i.e., fewer

than ninety days before Boyd self-terminated on January 31, 2014. Nevertheless,

ConAgra concluded that Boyd had failed to timely self-terminate. The district court

concluded that this was an abuse of discretion. Notwithstanding the merits of Boyd’s

argument on this claim, we need not address it because ConAgra ultimately succeeds

based on its determination that Boyd did not have Good Reason.

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Boyd also argues that ConAgra, as the Plan Administrator, abused its discretion

in denying his claim on the ground that Boyd did not have Good Reason to selfterminate.

In his administrative appeal, Boyd alleged only three adverse changes in

his employment: (i) ConAgra excluded Boyd from the Senior Leadership Team

Meeting in November 2013; (ii) ConAgra excluded Boyd from the Network

Optimization Meeting in December 2013; and (iii) ConAgra excluded Boyd from the

decision-making process for the replacement of a plant manager at a plant Boyd

supervised. We view these allegations, as we must, in the light most favorable to

Boyd.2

We hold that ConAgra did not abuse its discretion in determining that Boyd

lacked Good Reason to self-terminate. The record demonstrates that, in his prior

position with Ralcorp, Boyd would not have been invited to the Senior Leadership

Team Meeting. ConAgra also explained that it did not invite Boyd to the Network

Optimization Meeting because the meeting focused on topics outside of Boyd’s

responsibilities. Finally, in both Boyd’s prior position and his position with

ConAgra, Boyd’s supervisor had the authority to make decisions—without Boyd’s

involvement—regarding the replacement of a plant manager. ConAgra thus

Now in this suit, Boyd also alleges 2 that ConAgra increased the number of

supervisors between Boyd and the Chief Executive Officer; that, at the Network

Optimization Meeting, ConAgra materially changed the Red Card Project, which

Boyd oversaw, without his input; and that ConAgra delegated to another employee

Boyd’s project-coordinator duties over the Red Card Project. But, as ConAgra asserts

and the district court found, Boyd did not raise these additional allegations in his

appeal of ConAgra’s denial of his claim for benefits. Boyd therefore failed to exhaust

his administrative remedies surrounding these allegations, and he is barred from

raising the allegations now. See Chorosevic v. MetLife Choices, 600 F.3d 934, 942

(8th Cir. 2010) (“It is well-established that when exhaustion is clearly required under

the terms of an ERISA benefits plan, the plan beneficiary’s failure to exhaust her

administrative remedies bars her from asserting any unexhausted claims in federal

court.” (quoting Burds v. Union Pac. Corp., 223 F.3d 814, 817 (8th Cir. 2000))).

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concluded that Boyd’s alleged employment changes did not establish Good Reason.

Because “a reasonable person could have reached a similar decision,” Cooper, 862

F.3d at 660, we must accept ConAgra’s decision. Boyd therefore has failed to show

that ConAgra’s decision was unreasonable or was not supported by substantial

evidence.

Although we also consider as a factor in our analysis the conflict of interest

underlying the Plan, this does not change our conclusion in this case. In advocating

greater weight for this factor, Boyd argues that ConAgra’s conflict of interest is

evinced by its purportedly erroneous determination that Boyd did not timely selfterminate.

This argument, however, fails to persuade us that ConAgra’s decision was

unreasonable. And as ConAgra introduced some testimony describing the procedural

safeguards surrounding its administration of the Plan, this decreases the weight we

afford the conflict-of-interest factor. See Glenn, 554 U.S. at 117 (“[The conflict of

interest] should prove less important (perhaps to the vanishing point) where the

administrator has taken active steps to reduce potential bias and to promote accuracy

. . . .”).

Accordingly, because ConAgra’s decision was reasonable, we hold that

ConAgra did not abuse its discretion in denying Boyd’s claim for benefits.3

Boyd also contends that the district court im 3 properly required him to show a

material reduction in his position, duties, and responsibilities, though the Plan

requires a showing on only one—not all three. Boyd’s argument is misguided.

Regardless of the scope of the district court’s conclusion, we review that conclusion

de novo and conclude that ConAgra did not abuse its discretion in determining that

it had not materially altered Boyd’s job responsibilities, position, or duties.

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B. Boyd’s Claim for Breach of Fiduciary Duty

The district court concluded that ConAgra did not breach its fiduciary duty to

Boyd by misstating or omitting certain material information when communicating

with him. We agree.

An ERISA fiduciary—that is, a person who exercises certain discretionary

authority or control over an ERISA plan, see 29 U.S.C. § 1002(21)(A)—must

“discharge [its] duties with respect to [the] plan solely in the interest of the

participants and beneficiaries.” 29 U.S.C. § 1104(a)(1). This includes an “obligation

to deal fairly and honestly with all plan members.” Shea v. Esensten, 107 F.3d 625,

628 (8th Cir. 1997) (citing Varity Corp. v. Howe, 516 U.S. 489, 506 (1996)).

“Accordingly, a fiduciary may ‘not affirmatively miscommunicate or mislead plan

participants about material matters regarding their ERISA plan’ when discussing a

plan.” Kalda v. Sioux Valley Physician Partners, Inc., 481 F.3d 639, 644 (8th Cir.

2007) (quoting In re Xcel Energy, Inc., 312 F. Supp. 2d 1165, 1176 (D. Minn. 2004)).

In asserting a breach of fiduciary duty, Boyd must show that he reasonably relied, to

his detriment, on a material misrepresentation or omission. See Yafei Huang v. Life

Ins. Co. of N. Am., 801 F.3d 892, 900 (8th Cir. 2015); see also Kalda, 481 F.3d at 644

(“A statement is materially misleading if there is ‘a substantial likelihood that it

would mislead a reasonable employee in the process of making an adequately

informed decision regarding . . . benefits to which she might be entitled.’” (quoting

Krohn v. Huron Mem’l Hosp., 173 F.3d 542, 551 (6th Cir. 1999))).

Boyd contends that ConAgra breached its fiduciary duty when Schaefer, acting

at the direction of the investigative committee and therefore as a fiduciary, misled him

about his authority over the Red Card Project. Boyd specifically alleges that Schaefer

assured him he retained authority and control over the project and that she failed to

inform him that the project had been changed at the December 2013 Network

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Optimization Meeting. Boyd also alleges that he relied, to his detriment, on

Schaefer’s representation by self-terminating his employment and then seeking

severance benefits. By misleading Boyd about his authority over the Red Card

Project, he contends, Schaefer “caused him to delay his self-termination, and

ultimately to self-terminate without the necessary information that ConAgra withheld

from him.”

Even assuming Schaefer was Boyd’s fiduciary, we conclude that Boyd has

failed to show his purported reliance was reasonable. To support his allegation that

the Red Card Project was changed at the Network Optimization Meeting, Boyd

highlights several statements from a PowerPoint presentation presented at the

meeting. In fact, the district court found that Boyd had received a copy of this

PowerPoint on January 23, 2014 (about one month after Boyd’s meeting with

Schaefer). Boyd thus was equipped with this information—and would have known

about the purported changes to the Red Card Project—both before he self-terminated

on January 31, 2014, and before he submitted his administrative claim for severance

benefits on February 7, 2014. Because Boyd possessed this information before he

purportedly acted in reliance on Schaefer’s misstatement, he has failed to show that

he reasonably relied, to his detriment, on a material misrepresentation or omission.

See Yafei Huang, 801 F.3d at 900. Boyd’s claim that ConAgra breached its fiduciary

duty through Schaefer’s conduct therefore fails.

Boyd also states that he “was not given any guidance concerning the definition

of Good Reason or what ConAgra considered a material reduction in job duties,

responsibility or authority.” In so stating, Boyd appears to argue that this omission

was a breach of ConAgra’s fiduciary duty. Under ERISA, “a fiduciary has a duty to

inform when it knows that silence may be harmful, and cannot remain silent if it

knows or should know that the beneficiary is laboring under a material

misunderstanding of plan benefits.” Kalda, 481 F.3d at 644 (citations omitted).

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Here, however, there was no such silence. The Plan defines the term “Good

Reason,” and this definition includes certain “material” adverse changes in

employment. Although the term “material” was not defined in the Plan, ERISA

requires only that a Plan be “written in a manner calculated to be understood by the

average plan participant.” 29 U.S.C. § 1022(a). The average plan participant

reasonably could understand the defined provisions for “Good Reason” and the

common meaning of “material.” Boyd, in fact, concedes this in his brief, stating:

“Fortunately, the plain language of the Plan clearly lists events which would

constitute the requisite Good Reason.” Boyd therefore has failed to demonstrate that

ConAgra breached its fiduciary duty by not further defining these terms or by listing

events that qualify as Good Reason.

C. ConAgra’s Challenge to the Attorney’s Fees Award

The final issue on appeal is whether the district court erred in granting Boyd

the attorney’s fees he incurred in pursuing his claims. ConAgra contends that the

district court erred in granting these attorney’s fees because the Plan prohibits

awarding attorney’s fees for frivolous claims and because Boyd’s above claims were

frivolous. This Court reviews the legal issues surrounding an award of attorney’s fees

de novo. Gen. Mills Operations, LLC v. Five Star Custom Foods, Ltd., 703 F.3d

1104, 1112 (8th Cir. 2013).

The Plan entitles Boyd to recover his attorney’s fees incurred in pursuing his

claims, unless the claims were frivolous:

In connection with or after a Change in Control, the Company

[ConAgra] shall pay to the Employee [Boyd] as incurred all legal and

accounting fees and expenses incurred by the Employee in seeking to

obtain or enforce any right or benefit provided by this Plan under Article

II(B), unless the Employee’s claim is found by a court of competent

jurisdiction to have been frivolous.

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In another context, the Supreme Court has clarified that a claim is frivolous when it

lacks “any rational argument in law or fact.” Neitzke v. Williams, 490 U.S. 319, 323

(1989) (citation omitted).

The district court concluded that Boyd’s claims were not frivolous. We agree.

Although we ultimately reject Boyd’s claims against ConAgra, his claims were not

lacking “any rational argument in law or fact.” Id. Although we did not address

Boyd’s claim regarding ConAgra’s determination that Boyd was ineligible to apply

for benefits because his self-termination was untimely, we believe there was a

substantial—or at least arguable—basis for this claim. The district court, in fact,

concluded that ConAgra had abused its discretion in deeming Boyd’s self-termination

untimely. Further, the facts surrounding Boyd’s breach-of-fiduciary-duty claim

provided an arguable basis that Schaefer had misled or omitted certain material

information. For these reasons, we affirm the district court’s ruling awarding Boyd

his attorney’s fees incurred in pursuing these two claims.4



* * *



______________________________

4As neither party raised the issue in its opening brief, we do not address the

district court’s ruling on ConAgra’s motion for attorney’s fees and costs under 29

U.S.C. § 1132(g)(1). See Food Mkt. Merch., Inc. v. Scottsdale Indem. Co., 857 F.3d

783, 789 (8th Cir. 2017) (“‘As a general rule, [this court] will not consider arguments

raised for the first time in a reply brief,’ and declines to do so here.” (alteration in

original) (quoting Barham v. Reliance Standard Life Ins., 441 F.3d 581, 584 (8th Cir.

2006))).

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For the foregoing reasons, this Court affirms the district court’s judgment.