Miller v. Anadarko Petroleum
Split Score
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Case Summary
Disposition
Affirmed
The Fifth Circuit held that the district court correctly applied an abuse-of-discretion standard when reviewing the plan administrator’s denial of severance benefits under Anadarko’s Change-of-Control Severance Plan and affirmed summary judgment for the Plan and Committee. The court reasoned that the Plan expressly conferred discretionary interpretive authority on the Committee, and substantial evidence supported the Committee’s conclusion that no “Good Reason” event occurred.
Circuit Split Identified
Legal Issue
What standard of judicial review applies to benefit denials under the Anadarko Petroleum Corporation Change of Control Severance Plan—abuse-of-discretion or de novo?
Circuit Positions
Abuse-of-discretion review applies because the Plan grants broad discretionary authority to the Committee.
De novo review applies because discretionary language is limited to ambiguous terms and “Good Reason” is clear.
Conflict Summary
The Fifth Circuit concludes the Plan grants the Committee broad discretionary authority, requiring courts to review benefit denials only for abuse of discretion. The Tenth Circuit, interpreting the same Plan language, holds that discretion is limited to ambiguous terms, so courts must review denials de novo when the triggering term ("Good Reason") is unambiguous.