CIGNA Corp. v. Amara

(Slip Opinion) OCTOBER TERM, 2010 1

Syllabus

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
being done in connection with this case, at the time the opinion is issued.
The syllabus constitutes no part of the opinion of the Court but has been
prepared by the Reporter of Decisions for the convenience of the reader.
See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

Syllabus

CIGNA CORP. ET AL. v. AMARA ET AL., INDIVIDUALLY

AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR
THE SECOND CIRCUIT

No. 09–804. Argued November 30, 2010—Decided May 16, 2011
Until 1998, petitioner CIGNA Corporation’s pension plan provided a
retiring employee with an annuity based on preretirement salary and
length of service. Its new plan replaced that annuity with a cash
balance based on a defined annual contribution from CIGNA, in
creased by compound interest. The new plan translated already
earned benefits under the old plan into an opening amount in the
cash balance account. Respondents, on behalf of beneficiaries of the
CIGNA Pension Plan (also a petitioner), challenged the new plan’s
adoption, claiming, as relevant here, that CIGNA’s notice of the
changes was improper, particularly because the new plan in certain
respects provided them with less generous benefits. The District
Court found that CIGNA’s disclosures violated its obligations under
§§102(a), 104(b), and 204(h) of the Employee Retirement Income Se
curity Act of 1974 (ERISA). In determining relief, it found that
CIGNA’s notice defects had caused the employees “likely harm.” It
then reformed the new plan and ordered CIGNA to pay benefits ac
cordingly, finding its authority in ERISA §502(a)(1)(B), which author
izes a plan “participant or beneficiary” to bring a “civil action” to “re
cover benefits due . . . under the terms of his plan.” The Second
Circuit affirmed.
Held:
1. Although §502(a)(1)(B) did not give the District Court authority
to reform CIGNA’s plan, relief is authorized by §502(a)(3), which al
lows a participant, beneficiary, or fiduciary “to obtain other appropri
ate equitable relief” to redress violations of ERISA “or the [plan’s]
terms.” Pp. 12–20.
(a) The court ordered relief in two steps. Step 1: It ordered the
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terms of the plan reformed. Step 2: It ordered CIGNA to enforce the
plan as reformed. Step 2 orders recovery of the benefits provided by
the “terms of [the reformed] plan” and is thus consistent with
§502(a)(1)(B). However, that provision—which speaks of “enforc[ing]”
the plan’s terms, not changing them—does not suggest that it author
izes a court to alter those terms here, where the change, akin to re
forming a contract, seems less like the simple enforcement of a con
tract as written and more like an equitable remedy. Nor can the
Court accept the Solicitor General’s alternative rationale: that the
District Court enforced the summary plan descriptions and that they
are plan terms. That reading cannot be squared with ERISA §102(a),
which obliges plan administrators to furnish summary plan descrip
tions, but does not suggest that information about the plan provided
by those disclosures is itself part of the plan. Nothing in
§502(a)(1)(B) suggests the contrary. The Solicitor General’s reading
also cannot be squared with the statute’s division of authority be
tween a plan’s sponsor—who, like a trust’s settlor, creates the plan’s
basic terms and conditions, executes a written instrument containing
those terms and conditions, and provides in that instrument a proce
dure for making amendments—and the plan’s administrator—a trus
tee-like fiduciary who manages the plan, follows its terms in doing so,
and provides participants with the summary plan descriptions. ER-
ISA carefully distinguishes these roles, and there is no reason to be
lieve that the statute intends to mix the responsibilities by giving the
administrator the power to set plan terms indirectly in the summa
ries, even when, as here, the administrator is also the plan sponsor.
Finally, it is difficult to reconcile an interpretation that would make a
summary’s language legally binding with the basic summary plan
description objective of clear, simple communication. Pp. 12–15.
(b) This Court has interpreted §502(a)(3)’s phrase “appropriate
equitable relief” as referring to “ ‘those categories of relief ’ ” that, be
fore the merger of law and equity,“ ‘were typically available in eq
uity.’ ” Sereboff v. Mid Atlantic Medical Services, Inc., 547 U. S. 356,
361. This case—concerning a beneficiary’s suit against a plan fiduci
ary (whom ERISA typically treats as a trustee) about the terms of a
plan (which ERISA typically treats as a trust)—is the kind of lawsuit
that, before the merger, could have been brought only in an equity
court, where the remedies available were traditionally considered eq
uitable remedies. The District Court’s injunctions obviously fall
within this category. The other relief it ordered closely resembles
three forms of traditional equitable relief. First, what the court did
here may be regarded as the reformation of the plan’s terms, in order
to remedy false or misleading information CIGNA provided. The
power to reform contracts is a traditional power of an equity court
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and is used to prevent fraud. Second, the part of the remedy holding
CIGNA to its promise that the new plan would not take from its em
ployees previously accrued benefits resembles estoppel, also a tradi
tional equitable remedy. Third, the injunctions require the plan ad
ministrator to pay already retired beneficiaries money owed them
under the plan as reformed. Equity courts possessed the power to
provide monetary “compensation” for a loss resulting from a trustee’s
breach of duty, or to prevent the trustee’s unjust enrichment. That
surcharge remedy extended to a breach of trust committed by a fidu
ciary encompassing any violation of duty imposed on that fiduciary.
Pp. 16–20.
2. Because §502(a)(3) authorizes “appropriate equitable relief” for
violations of ERISA, the relevant standard of harm will depend on
the equitable theory by which the District Court provides relief. That
court is to conduct the analysis in the first instance, but there are
several equitable principles that it might apply on remand. Neither
ERISA’s relevant substantive provisions nor §502(a)(3) sets a particu
lar standard for determining harm. And equity law provides no gen
eral principle that “detrimental reliance” must be proved before a
remedy is decreed. To the extent any such requirement arises, it is
because the specific remedy being contemplated imposes that re
quirement. Thus, when a court exercises authority under §502(a)(3)
to impose a remedy equivalent to estoppel, a showing of detrimental
reliance must be made. However, equity courts did not insist on a
detrimental reliance showing where they ordered reformation where
a fraudulent suppression, omission, or insertion materially affected
the substance of a contract. Nor did they require a detrimental reli
ance showing when they ordered surcharge. They simply ordered a
trust or beneficiary made whole following a trustee’s breach of trust.
This flexible approach belies a strict detrimental reliance require
ment. To be sure, a fiduciary can be surcharged under §502(a)(3)
only upon a showing of actual harm, and such harm may consist of
detrimental reliance. But it might also come from the loss of a right
protected by ERISA or its trust-law antecedents. It is not difficult to
imagine how the failure to provide proper summary information here,
in violation of ERISA, injured employees even if they did not them
selves act in reliance on the summaries. Thus, to obtain relief by
surcharge for violations of §§102(a) and 104(b), a plan participant or
beneficiary must show that the violation caused injury, but need
show only actual harm and causation, not detrimental reliance.
Pp. 20–22.
348 Fed. Appx. 627, vacated and remanded.

BREYER, J., delivered the opinion of the Court, in which ROBERTS,
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C. J., and KENNEDY, GINSBURG, ALITO, and KAGAN, JJ., joined. SCALIA,
J., filed an opinion concurring in the judgment, in which THOMAS, J.,
joined. SOTOMAYOR, J., took no part in the consideration or decision of
the case.
 Cite as: 563 U. S. ____ (2011) 1

Opinion of the Court

NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports. Readers are requested to
notify the Reporter of Decisions, Supreme Court of the United States, Wash
ington, D. C. 20543, of any typographical or other formal errors, in order
that corrections may be made before the preliminary print goes to press.

SUPREME COURT OF THE UNITED STATES
_________________

No. 09–804
_________________

CIGNA CORPORATION, ET AL., PETITIONERS v.

JANICE C. AMARA, ET AL., INDIVIDUALLY

AND ON BEHALF OF ALL OTHERS

SIMILARLY SITUATED

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF

APPEALS FOR THE SECOND CIRCUIT

[May 16, 2011]

JUSTICE BREYER delivered the opinion of the Court.
In 1998, petitioner CIGNA Corporation changed the
nature of its basic pension plan for employees. Previously,
the plan provided a retiring employee with a defined
benefit in the form of an annuity calculated on the basis of
his preretirement salary and length of service. The new
plan provided most retiring employees with a (lump sum)
cash balance calculated on the basis of a defined annual
contribution from CIGNA as increased by compound inter
est. Because many employees had already earned at least
some old-plan benefits, the new plan translated already
earned benefits into an opening amount in the employee’s
cash balance account.
Respondents, acting on behalf of approximately 25,000
beneficiaries of the CIGNA Pension Plan (which is also a
petitioner here), challenged CIGNA’s adoption of the new
plan. They claimed in part that CIGNA had failed to give
them proper notice of changes to their benefits, particu
larly because the new plan in certain respects provided
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them with less generous benefits. See Employee Retire
ment Income Security Act of 1974 (ERISA) §§102(a),
104(b), 204(h), 88 Stat. 841, 848, 862, as amended, 29
U. S. C. §§1022(a), 1024(b), 1054(h).
The District Court agreed that the disclosures made by
CIGNA violated its obligations under ERISA. In deter
mining relief, the court found that CIGNA’s notice failures
had caused the employees “likely harm.” The Court then
reformed the new plan and ordered CIGNA to pay benefits
accordingly. It found legal authority for doing so in
ERISA §502(a)(1)(B), 29 U. S. C. §1132(a)(1)(B) (authoriz
ing a plan “participant or beneficiary” to bring a “civil
action” to “recover benefits due to him under the terms of
his plan”).
We agreed to decide whether the District Court applied
the correct legal standard, namely, a “likely harm” stan
dard, in determining that CIGNA’s notice violations
caused its employees sufficient injury to warrant legal
relief. To reach that question, we must first consider a
more general matter—whether the ERISA section just
mentioned (ERISA’s recovery-of-benefits-due provision,
§502(a)(1)(B)) authorizes entry of the relief the District
Court provided. We conclude that it does not authorize
this relief. Nonetheless, we find that a different equity
related ERISA provision, to which the District Court also
referred, authorizes forms of relief similar to those that
the court entered. §502(a)(3), 29 U. S. C. §1132(a)(3).
Section 502(a)(3) authorizes “appropriate equitable
relief ” for violations of ERISA. Accordingly, the relevant
standard of harm will depend upon the equitable theory by
which the District Court provides relief. We leave it to the
District Court to conduct that analysis in the first in
stance, but we identify equitable principles that the court
might apply on remand.
 Cite as: 563 U. S. ____ (2011)
3

Opinion of the Court

I

Because our decision rests in important part upon the
circumstances present here, we shall describe those cir
cumstances in some detail. We still simplify in doing so.
But the interested reader can find a more thorough de
scription in two District Court opinions, which set forth
that court’s findings reached after a lengthy trial. See 559
F. Supp. 2d 192 (Conn. 2008); 534 F. Supp. 2d 288 (Conn.
2008).
A
Under CIGNA’s pre-1998 defined-benefit retirement
plan, an employee with at least five years service would
receive an annuity annually paying an amount that de
pended upon the employee’s salary and length of service.
Depending on when the employee had joined CIGNA, the
annuity would equal either (1) 2 percent of the employee’s
average salary over his final three years with CIGNA,
multiplied by the number of years worked (up to 30); or (2)
12⁄3 percent of the employee’s average salary over his final
five years with CIGNA, multiplied by the number of years
worked (up to 35). Calculated either way, the annuity
would approach 60 percent of a longtime employee’s final
salary. A well-paid longtime employee, earning, say,
$160,000 per year, could receive a retirement annuity
paying the employee about $96,000 per year until his
death. The plan offered many employees at least one
other benefit: They could retire early, at age 55, and re
ceive an only-somewhat-reduced annuity.
In November 1997, CIGNA sent its employees a news
letter announcing that it intended to put in place a new
pension plan. The new plan would substitute an “account
balance plan” for CIGNA’s pre-existing defined-benefit
system. App. 991a (emphasis deleted). The newsletter
added that the old plan would end on December 31, 1997,
that CIGNA would introduce (and describe) the new plan
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sometime during 1998, and that the new plan would apply
retroactively to January 1, 1998.
Eleven months later CIGNA filled in the details. Its
new plan created an individual retirement account for
each employee. (The account consisted of a bookkeeping
entry backed by a CIGNA-funded trust.) Each year
CIGNA would contribute to the employee’s individual
account an amount equal to between 3 percent and 8.5
percent of the employee’s salary, depending upon age,
length of service, and certain other factors. The account
balance would earn compound interest at a rate equal to
the return on 5-year treasury bills plus one-quarter per
cent (but no less than 4.5 percent and no greater than 9
percent). Upon retirement the employee would receive the
amount then in his or her individual account—in the form
of either a lump sum or whatever annuity the lump sum
then would buy. As promised, CIGNA would open the
accounts and begin to make contributions as of January 1,
1998.
But what about the retirement benefits that employees
had already earned prior to January 1, 1998? CIGNA
promised to make an initial contribution to the individ
ual’s account equal to the value of that employee’s already
earned benefits. And the new plan set forth a method for
calculating that initial contribution. The method con
sisted of calculating the amount as of the employee’s
(future) retirement date of the annuity to which the em
ployee’s salary and length of service already (i.e., as of
December 31, 1997) entitled him and then discounting
that sum to its present (i.e., January 1, 1998) value.
An example will help: Imagine an employee born on
January 1, 1966, who joined CIGNA in January 1991 on
his 25th birthday, and who (during the five years preced
ing the plan changeover) earned an average salary of
$100,000 per year. As of January 1, 1998, the old plan
would have entitled that employee to an annuity equal to
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Opinion of the Court

$100,000 times 7 (years then worked) times 12⁄3 percent, or
$11,667 per year—when he retired in 2031 at age 65. The
2031 price of an annuity paying $11,667 per year until
death depends upon interest rates and mortality assump
tions at that time. If we assume the annuity would pay 7
percent until the holder’s death (and we use the mortality
assumptions used by the plan, see App. 407a (incorporat
ing the mortality table prescribed by Rev. Rul. 95–6,
1995–1 Cum. Bull. 80)), then the 2031 price of such an
annuity would be about $120,500. And CIGNA should
initially deposit in this individual’s account on January 1,
1998, an amount that will grow to become $120,500, 33
years later, in 2031, when the individual retires. If we
assume a 5 percent average interest rate, then that
amount presently (i.e., as of January 1, 1998) equals about
$24,000. And (with one further mortality-related adjust
ment that we shall describe infra, at 6–7) that is the
amount, more or less, that the new plan’s transition rules
would have required CIGNA initially to deposit. Then
CIGNA would make further annual deposits, and all the
deposited amounts would earn compound interest. When
the employee retired, he would receive the resulting lump
sum.
The new plan also provided employees a guarantee: An
employee would receive upon retirement either (1) the
amount to which he or she had become entitled as of
January 1, 1998, or (2) the amount then in his or her
individual account, whichever was greater. Thus, the
employee in our example would receive (in 2031) no less
than an annuity paying $11,667 per year for life.
B
1
The District Court found that CIGNA’s initial descrip
tions of its new plan were significantly incomplete and
misled its employees. In November 1997, for example,
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CIGNA sent the employees a newsletter that said the new
plan would “significantly enhance” its “retirement pro
gram,” would produce “an overall improvement in . . .
retirement benefits,” and would provide “the same benefit
security” with “steadier benefit growth.” App. 990a, 991a,
993a. CIGNA also told its employees that they would “see
the growth in [their] total retirement benefits from
CIGNA every year,” id., at 952a, that its initial deposit
“represent[ed] the full value of the benefit [they] earned
for service before 1998,” Record E–503 (Exh. 98), and that
“[o]ne advantage the company will not get from the re
tirement program changes is cost savings.” App. 993a.
In fact, the new plan saved the company $10 million
annually (though CIGNA later said it devoted the savings
to other employee benefits). Its initial deposit did not
“represen[t] the full value of the benefit” that employees
had “earned for service before 1998.” And the plan made a
significant number of employees worse off in at least the
following specific ways:
First, the initial deposit calculation ignored the fact that
the old plan offered many CIGNA employees the right to
retire early (beginning at age 55) with only somewhat
reduced benefits. This right was valuable. For example,
as of January 1, 1998, respondent Janice Amara had
earned vested age-55 retirement benefits of $1,833 per
month, but CIGNA’s initial deposit in her new-plan indi
vidual retirement account (ignoring this benefit) would
have allowed her at age 55 to buy an annuity benefit of
only $900 per month.
Second, as we previously indicated but did not explain,
supra at 5, the new plan adjusted CIGNA’s initial deposit
downward to account for the fact that, unlike the old
plan’s lifetime annuity, an employee’s survivors would
receive the new plan’s benefits (namely, the amount in the
employee’s individual account) even if the employee died
before retiring. The downward adjustment consisted of
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multiplying the otherwise-required deposit by the prob
ability that the employee would live until retirement—a
90 percent probability in the example of our 32-year-old,
supra, at 4–5. And that meant that CIGNA’s initial de
posit in our example—the amount that was supposed to
grow to $120,500 by 2031—would be less than $22,000,
not $24,000 (the number we computed). The employee, of
course, would receive a benefit in return—namely, a form
of life insurance. But at least some employees might have
preferred the retirement benefit and consequently could
reasonably have thought it important to know that the
new plan traded away one-tenth of their already-earned
benefits for a life insurance policy that they might not
have wanted.
Third, the new plan shifted the risk of a fall in interest
rates from CIGNA to its employees. Under the old plan,
CIGNA had to buy a retiring employee an annuity that
paid a specified sum irrespective of whether falling inter
est rates made it more expensive for CIGNA to pay for
that annuity. And falling interest rates also meant that
any sum CIGNA set aside to buy that annuity would grow
more slowly over time, thereby requiring CIGNA to set
aside more money to make any specific sum available at
retirement. Under the new plan CIGNA did not have to
buy a retiring employee an annuity that paid a specific
sum. The employee would simply receive whatever sum
his account contained. And falling interest rates meant
that the account’s lump sum would earn less money each
year after the employee retired. Annuities, for example,
would become more expensive (any fixed purchase price
paying for less annual income). At the same time falling
interest meant that the individual account would grow
more slowly over time, leaving the employee with less
money at retirement.
Of course, interest rates might rise instead of fall, leav
ing CIGNA’s employees better off under the new plan.
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But the latter advantage does not cancel out the former
disadvantage, for most individuals are risk averse. And
that means that most of CIGNA’s employees would have
preferred that CIGNA, rather than they, bear these risks.
The amounts likely involved are significant. If, in our
example, interest rates between 1998 and 2031 averaged 4
percent rather than the 5 percent we assumed, and if in
2031 annuities paid 6 percent rather than the 7 percent
we assumed, then CIGNA would have had to make an
initial deposit of $35,500 (not $24,000) to assure that
employee the $11,667 annual annuity payment to which
he had already become entitled. Indeed, that $24,000 that
CIGNA would have contributed (leaving aside the life
insurance problem) would have provided enough money to
buy (in 2031) an annuity that assured the employee an
annual payment of only about $8,000 (rather than
$11,667).
We recognize that the employee in our example (like
others) might have continued to work for CIGNA after
January 1, 1998; and he would thereby eventually have
earned a pension that, by the time of his retirement, was
worth far more than $11,667. But that is so because
CIGNA made an additional contribution for each year
worked after January 1, 1998. If interest rates fell (as
they did), it would take the employee several additional
years of work simply to catch up (under the new plan) to
where he had already been (under the old plan) as of
January 1, 1998—a phenomenon known in pension jargon
as “wear away,” see 534 F. Supp. 2d, at 303–304 (referring
to respondents’ requiring 6 to 10 years to catch up).
The District Court found that CIGNA told its employees
nothing about any of these features of the new plan—
which individually and together made clear that CIGNA’s
descriptions of the plan were incomplete and inaccurate.
The District Court also found that CIGNA intentionally
misled its employees. A focus group and many employees
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asked CIGNA, for example, to “ ‘[d]isclose details’ ” about
the plan, to provide “ ‘individual comparisons,’ ” or to show
“ ‘[a]n actual projection for retirement.’ ” Id., at 342. But
CIGNA did not do so. Instead (in the words of one inter
nal document), it “ ‘focus[ed] on NOT providing employees
before and after samples of the Pension Plan changes.’ ”
Id., at 343.
The District Court concluded, as a matter of law, that
CIGNA’s representations (and omissions) about the plan,
made between November 1997 (when it announced the
plan) and December 1998 (when it put the plan into effect)
violated:
(a) ERISA §204(h), implemented by Treas. Reg.
§1.411(d)–6, 26 CFR §1.411(d)–6 (2000), which (as it ex
isted at the relevant time) forbade an amendment of a
pension plan that would “provide for a significant reduc
tion in the rate of future benefit accrual” unless the plan
administrator also sent a “written notice” that provided
either the text of the amendment or summarized its likely
effects, 29 U. S. C. §1054(h) (2000 ed.) (amended 2001);
Treas. Reg. §1.411(d)–6, Q&A–10, 63 Fed. Reg. 68682
(1998); and
(b) ERISA §§102(a) and 104(b), which require a plan
administrator to provide beneficiaries with summary plan
descriptions and with summaries of material modifica
tions, “written in a manner calculated to be understood by
the average plan participant,” that are “sufficiently accu
rate and comprehensive to reasonably apprise such par
ticipants and beneficiaries of their rights and obligations
under the plan,” 29 U. S. C. §§1022(a), 1024(b) (2006 ed.
and Supp. III).
2
The District Court then turned to the remedy. First, the
court agreed with CIGNA that only employees whom
CIGNA’s disclosure failures had harmed could obtain
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relief. But it did not require each individual member of
the relevant CIGNA employee class to show individual
injury. Rather, it found (1) that the evidence presented
had raised a presumption of “likely harm” suffered by the
members of the relevant employee class, and (2) that
CIGNA, though free to offer contrary evidence in respect
to some or all of those employees, had failed to rebut that
presumption. It concluded that this unrebutted showing
was sufficient to warrant class-applicable relief.
Second, the court noted that §204(h) had been inter
preted by the Second Circuit to permit the invalidation of
plan amendments not preceded by a proper notice, prior to
the 2001 amendment that made this power explicit. 559
F. Supp. 2d, at 207 (citing Frommert v. Conkright, 433
F. 3d 254, 263 (2006)); see 29 U. S. C. §1054(h)(6) (2006
ed.) (entitling participants to benefits “without regard to
[the] amendment” in case of an “egregious failure”). But
the court also thought that granting this relief here would
harm, not help, the injured employees. That is because
the notice failures all concerned the new plan that took
effect in December 1998. The court thought that the
notices in respect to the freezing of old-plan benefits,
effective December 31, 1997, were valid. To strike the new
plan while leaving in effect the frozen old plan would not
help CIGNA’s employees.
The court considered treating the November 1997 notice
as a sham or treating that notice and the later 1998 no
tices as part and parcel of a single set of related events.
But it pointed out that respondents “ha[d] argued none of
these things.” 559 F. Supp. 2d, at 208. And it said that
the court would “not make these arguments now on [re
spondents’] behalf.” Ibid.
Third, the court reformed the terms of the new plan’s
guarantee. It erased the portion that assured participants
who retired the greater of “A” (that which they had al
ready earned as of December 31, 1997, under the old plan,
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Opinion of the Court

$11,667 in our example) or “B” (that which they would
earn via CIGNA’s annual deposits under the new plan,
including CIGNA’s initial deposit). And it substituted a
provision that would guarantee each employee “A” (that
which they had already earned, as of December 31, 1997,
under the old plan) plus “B” (that which they would earn
via CIGNA’s annual deposits under the new plan, exclud
ing CIGNA’s initial deposit). In our example, the District
Court’s remedy would no longer force our employee to
choose upon retirement either an $11,667 annuity or his
new plan benefits (including both CIGNA’s annual depos
its and CIGNA’s initial deposit). It would give him an
$11,667 annuity plus his new plan benefits (with CIGNA’s
annual deposits but without CIGNA’s initial deposit).
Fourth, the court “order[ed] and enjoin[ed] the CIGNA
Plan to reform its records to reflect that all class members
. . . now receive [the just described] ‘A + B’ benefits,” and
that it pay appropriate benefits to those class members
who had already retired. Id., at 222.
Fifth, the court held that ERISA §502(a)(1)(B) provided
the legal authority to enter this relief. That provision
states that a “civil action may be brought” by a plan “par
ticipant or beneficiary . . . to recover benefits due to him
under the terms of his plan.” 29 U. S. C. §1132(a)(1)(B).
The court wrote that its orders in effect awarded “benefits
under the terms of the plan” as reformed. 559 F. Supp. 2d,
at 212.
At the same time the court considered whether ERISA
§502(a)(3) also provided legal authority to enter this relief.
That provision states that a civil action may be brought
“by a participant, beneficiary, or fiduciary (A) to en
join any act or practice which violates any provision of
this subchapter or the terms of the plan, or (B) to ob
tain other appropriate equitable relief (i) to redress
such violations or (ii) to enforce any provisions of this
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subchapter or the terms of the plan.” 29 U. S. C.
§1132(a)(3) (emphasis added).
The District Court decided not to answer this question
because (1) it had just decided that the same relief was
available under §502(a)(1)(B), regardless, cf. Varity Corp.
v. Howe, 516 U. S. 489, 515 (1996); and (2) the Supreme
Court has “issued several opinions . . . that have severely
curtailed the kinds of relief that are available under
§502(a)(3),” 559 F. Supp. 2d, at 205 (citing Sereboff v.
Mid Atlantic Medical Services, Inc., 547 U. S. 356 (2006);
Great-West Life & Annuity Ins. Co. v. Knudson, 534 U. S.
204 (2002); and Mertens v. Hewitt Associates, 508 U. S.
248 (1993)).
3
The parties cross-appealed the District Court’s judg
ment. The Court of Appeals for the Second Circuit issued
a brief summary order, rejecting all their claims, and
affirming “the judgment of the district court for substan
tially the reasons stated” in the District Court’s “well
reasoned and scholarly opinions.” 348 Fed. Appx. 627
(2009). The parties filed cross-petitions for writs of certio
rari in this Court. We granted the request in CIGNA’s
petition to consider whether a showing of “likely harm” is
sufficient to entitle plan participants to recover benefits
based on faulty disclosures.
II
CIGNA in the merits briefing raises a preliminary
question. Brief for Petitioners 13–20. It argues first and
foremost that the statutory provision upon which the
District Court rested its orders, namely, the provision for
recovery of plan benefits, §502(a)(1)(B), does not in fact
authorize the District Court to enter the kind of relief it
entered here. And for that reason, CIGNA argues,
whether the District Court did or did not use a proper
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Opinion of the Court

standard for determining harm is beside the point. We
believe that this preliminary question is closely enough
related to the question presented that we shall consider it
at the outset.
A
The District Court ordered relief in two steps. Step 1: It
ordered the terms of the plan reformed (so that they pro
vided an “A plus B,” rather than a “greater of A or B”
guarantee). Step 2: It ordered the plan administrator
(which it found to be CIGNA) to enforce the plan as re
formed. One can fairly describe step 2 as consistent with
§502(a)(1)(B), for that provision grants a participant the
right to bring a civil action to “recover benefits due . . .
under the terms of his plan.” 29 U. S. C. §1132(a)(1)(B).
And step 2 orders recovery of the benefits provided by the
“terms of [the] plan” as reformed.
But what about step 1? Where does §502(a)(1)(B) grant
a court the power to change the terms of the plan as they
previously existed? The statutory language speaks of
“enforc[ing]” the “terms of the plan,” not of changing them.
29 U. S. C. §1132(a)(l)(B) (emphasis added). The provision
allows a court to look outside the plan’s written language
in deciding what those terms are, i.e., what the language
means. See UNUM Life Ins. Co. of America v. Ward, 526
U. S. 358, 377–379 (1999) (permitting the insurance terms
of an ERISA-governed plan to be interpreted in light of
state insurance rules). But we have found nothing sug
gesting that the provision authorizes a court to alter those
terms, at least not in present circumstances, where that
change, akin to the reform of a contract, seems less like
the simple enforcement of a contract as written and more
like an equitable remedy. See infra, at 18.
Nor can we accept the Solicitor General’s alternative
rationale seeking to justify the use of this provision. The
Solicitor General says that the District Court did enforce
14 CIGNA CORP. v. AMARA

Opinion of the Court

the plan’s terms as written, adding that the “plan” in
cludes the disclosures that constituted the summary plan
descriptions. In other words, in the view of the Solicitor
General, the terms of the summaries are terms of the
plan.
Even if the District Court had viewed the summaries
as plan “terms” (which it did not, see supra, at 10–11),
however, we cannot agree that the terms of statutorily
required plan summaries (or summaries of plan modifica
tions) necessarily may be enforced (under §502(a)(1)(B)) as
the terms of the plan itself. For one thing, it is difficult to
square the Solicitor General’s reading of the statute with
ERISA §102(a), the provision that obliges plan adminis
trators to furnish summary plan descriptions. The syntax
of that provision, requiring that participants and benefici
aries be advised of their rights and obligations “under the
plan,” suggests that the information about the plan pro
vided by those disclosures is not itself part of the plan.
See 29 U. S. C. §1022(a). Nothing in §502(a)(1)(B) (or, as
far as we can tell, anywhere else) suggests the contrary.
Nor do we find it easy to square the Solicitor General’s
reading with the statute’s division of authority between a
plan’s sponsor and the plan’s administrator. The plan’s
sponsor (e.g., the employer), like a trust’s settlor, creates
the basic terms and conditions of the plan, executes a
written instrument containing those terms and conditions,
and provides in that instrument “a procedure” for making
amendments. §402, 29 U. S. C. §1102. The plan’s admin
istrator, a trustee-like fiduciary, manages the plan, follows
its terms in doing so, and provides participants with the
summary documents that describe the plan (and modifica
tions) in readily understandable form. §§3(21)(A), 101(a),
102, 104, 29 U. S. C. §§1002(21)(A), 1021(a), 1022, 1024
(2006 ed. and Supp. III). Here, the District Court found
that the same entity, CIGNA, filled both roles. See 534
F. Supp. 2d, at 331. But that is not always the case.
 Cite as: 563 U. S. ____ (2011) 15

Opinion of the Court

Regardless, we have found that ERISA carefully distin
guishes these roles. See, e.g., Varity Corp., 516 U. S., at
498. And we have no reason to believe that the statute
intends to mix the responsibilities by giving the adminis
trator the power to set plan terms indirectly by including
them in the summary plan descriptions. See Curtiss-
Wright Corp. v. Schoonejongen, 514 U. S. 73, 81–85 (1995).
Finally, we find it difficult to reconcile the Solicitor
General’s interpretation with the basic summary plan
description objective: clear, simple communication. See
§§2(a), 102(a), 29 U. S. C. §1001(a), 1022(a) (2006 ed.). To
make the language of a plan summary legally binding
could well lead plan administrators to sacrifice simplicity
and comprehensibility in order to describe plan terms in
the language of lawyers. Consider the difference between
a will and the summary of a will or between a property
deed and its summary. Consider, too, the length of Part I
of this opinion, and then consider how much longer Part I
would have to be if we had to include all the qualifications
and nuances that a plan drafter might have found impor
tant and feared to omit lest they lose all legal significance.
The District Court’s opinions take up 109 pages of the
Federal Supplement. None of this is to say that plan
administrators can avoid providing complete and accurate
summaries of plan terms in the manner required by
ERISA and its implementing regulations. But we fear
that the Solicitor General’s rule might bring about com
plexity that would defeat the fundamental purpose of the
summaries.
For these reasons taken together we conclude that the
summary documents, important as they are, provide
communication with beneficiaries about the plan, but that
their statements do not themselves constitute the terms of
the plan for purposes of §502(a)(1)(B). We also conclude
that the District Court could not find authority in that
section to reform CIGNA’s plan as written.
16 CIGNA CORP. v. AMARA

Opinion of the Court

B

If §502(a)(1)(B) does not authorize entry of the relief
here at issue, what about nearby §502(a)(3)? That provi
sion allows a participant, beneficiary, or fiduciary “to
obtain other appropriate equitable relief ” to redress viola
tions of (here relevant) parts of ERISA “or the terms of the
plan.” 29 U. S. C. §1132(a)(3) (emphasis added). The
District Court strongly implied, but did not directly hold,
that it would base its relief upon this subsection were it
not for (1) the fact that the preceding “plan benefits due”
provision, §502(a)(1)(B), provided sufficient authority; and
(2) certain cases from this Court that narrowed the appli
cation of the term “appropriate equitable relief,” see, e.g.,
Mertens, 508 U. S. 248; Great-West, 534 U. S. 204. Our
holding in Part II–A, supra, removes the District Court’s
first obstacle. And given the likelihood that, on remand,
the District Court will turn to and rely upon this alterna
tive subsection, we consider the court’s second concern.
We find that concern misplaced.
We have interpreted the term “appropriate equitable
relief ” in §502(a)(3) as referring to “ ‘those categories of
relief ’ ” that, traditionally speaking (i.e., prior to the
merger of law and equity) “ ‘were typically available in
equity.’ ” Sereboff, 547 U. S., at 361 (quoting Mertens, 508
U. S., at 256). In Mertens, we applied this principle to a
claim seeking money damages brought by a beneficiary
against a private firm that provided a trustee with actuar
ial services. We found that the plaintiff sought “nothing
other than compensatory damages” against a nonfiduci
ary. Id., at 253, 255 (emphasis deleted). And we held that
such a claim, traditionally speaking, was legal, not equi
table, in nature. Id., at 255.
In Great-West, we considered a claim brought by a fidu
ciary against a tort-award-winning beneficiary seeking
monetary reimbursement for medical outlays that the plan
had previously made on the beneficiary’s behalf. We noted
 Cite as: 563 U. S. ____ (2011) 17

Opinion of the Court

that the fiduciary sought to obtain a lien attaching to (or a
constructive trust imposed upon) money that the benefici
ary had received from the tort-case defendant. But we
noted that the money in question was not the “particular”
money that the tort defendant had paid. And, tradition
ally speaking, relief that sought a lien or a constructive
trust was legal relief, not equitable relief, unless the funds
in question were “particular funds or property in the
defendant’s possession.” 534 U. S., at 213 (emphasis
added).
The case before us concerns a suit by a beneficiary
against a plan fiduciary (whom ERISA typically treats as
a trustee) about the terms of a plan (which ERISA typi
cally treats as a trust). See LaRue v. DeWolff, Boberg &
Associates, Inc., 552 U. S. 248, 253, n. 4 (2008); Varity
Corp., 516 U. S., at 496–497. It is the kind of lawsuit that,
before the merger of law and equity, respondents could
have brought only in a court of equity, not a court of law.
4 A. Scott, W. Fratcher, & M. Ascher, Trusts §24.1, p. 1654
(5th ed. 2007) (hereinafter Scott & Ascher) (“Trusts are,
and always have been, the bailiwick of the courts of eq
uity”); Duvall v. Craig, 2 Wheat. 45, 56 (1817) (a trustee
was “only suable in equity”).
With the exception of the relief now provided by
§502(a)(1)(B), Restatement (Second) of Trusts §§198(1)–(2)
(1957) (hereinafter Second Restatement); 4 Scott & Ascher
§24.2.1, the remedies available to those courts of equity
were traditionally considered equitable remedies, see
Second Restatement §199; J. Adams, Doctrine of Equity:
A Commentary on the Law as Administered by the Court
of Chancery 61 (7th Am. ed. 1881) (hereinafter Adams);
4 Scott & Ascher §24.2.
The District Court’s affirmative and negative injunc
tions obviously fall within this category. Mertens, supra,
at 256 (identifying injunctions, mandamus, and restitution
as equitable relief ). And other relief ordered by the Dis
18 CIGNA CORP. v. AMARA

Opinion of the Court

trict Court resembles forms of traditional equitable relief.
That is because equity chancellors developed a host of
other “distinctively equitable” remedies—remedies that
were “fitted to the nature of the primary right” they were
intended to protect. 1 S. Symons, Pomeroy’s Equity Juris
prudence §108, pp. 139–140 (5th ed. 1941) (hereinafter
Pomeroy). See generally 1 J. Story, Commentaries on
Equity Jurisprudence §692 (12th ed. 1877) (hereinafter
Story). Indeed, a maxim of equity states that “[e]quity
suffers not a right to be without a remedy.” R. Francis,
Maxims of Equity 29 (1st Am. ed. 1823). And the relief
entered here, insofar as it does not consist of injunctive
relief, closely resembles three other traditional equitable
remedies.
First, what the District Court did here may be regarded
as the reformation of the terms of the plan, in order to
remedy the false or misleading information CIGNA pro
vided. The power to reform contracts (as contrasted with
the power to enforce contracts as written) is a traditional
power of an equity court, not a court of law, and was used
to prevent fraud. See Baltzer v. Raleigh & Augusta R. Co.,
115 U. S. 634, 645 (1885) (“[I]t is well settled that equity
would reform the contract, and enforce it, as reformed, if
the mistake or fraud were shown”); Hearne v. Marine Ins.
Co., 20 Wall. 488, 490 (1874) (“The reformation of written
contracts for fraud or mistake is an ordinary head of eq
uity jurisdiction”); Bradford v. Union Bank of Tenn., 13
How. 57, 66 (1852); J. Eaton, Handbook of Equity Juris
prudence §306, p. 618 (1901) (hereinafter Eaton) (courts of
common law could only void or enforce, but not reform, a
contract); 4 Pomeroy §1375, at 1000 (reformation “chiefly
occasioned by fraud or mistake,” which were themselves
concerns of equity courts); 1 Story §§152–154; see also 4
Pomeroy §1375, at 999 (equity often considered refor
mation a “preparatory step” that “establishes the real
contract”).
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Opinion of the Court

Second, the District Court’s remedy essentially held
CIGNA to what it had promised, namely, that the new
plan would not take from its employees benefits they had
already accrued. This aspect of the remedy resembles
estoppel, a traditional equitable remedy. See, e.g., E.
Merwin, Principles of Equity and Equity Pleading §910
(H. Merwin ed. 1895); 3 Pomeroy §804. Equitable estoppel
“operates to place the person entitled to its benefit in the
same position he would have been in had the representa
tions been true.” Eaton §62, at 176. And, as Justice Story
long ago pointed out, equitable estoppel “forms a very
essential element in . . . fair dealing, and rebuke of all
fraudulent misrepresentation, which it is the boast of
courts of equity constantly to promote.” 2 Story §1533, at
776.
Third, the District Court injunctions require the plan
administrator to pay to already retired beneficiaries
money owed them under the plan as reformed. But the
fact that this relief takes the form of a money payment
does not remove it from the category of traditionally equi
table relief. Equity courts possessed the power to provide
relief in the form of monetary “compensation” for a loss
resulting from a trustee’s breach of duty, or to prevent the
trustee’s unjust enrichment. Restatement (Third) of
Trusts §95, and Comment a (Tent. Draft No. 5, Mar. 2,
2009) (hereinafter Third Restatement); Eaton §§211–212,
at 440. Indeed, prior to the merger of law and equity this
kind of monetary remedy against a trustee, sometimes
called a “surcharge,” was “exclusively equitable.” Princess
Lida of Thurn and Taxis v. Thompson, 305 U. S. 456, 464
(1939); Third Restatement §95, and Comment a; G. Bogert
& G. Bogert, Trusts and Trustees §862 (rev. 2d ed. 1995)
(hereinafter Bogert); 4 Scott & Ascher §§24.2, 24.9, at
1659–1660, 1686; Second Restatement §197; see also
Manhattan Bank of Memphis v. Walker, 130 U. S. 267, 271
(1889) (“The suit is plainly one of equitable cognizance, the
20 CIGNA CORP. v. AMARA

Opinion of the Court

bill being filed to charge the defendant, as a trustee, for a
breach of trust”); 1 J. Perry, A Treatise on the Law of
Trusts and Trustees §17, p. 13 (2d ed. 1874) (common-law
attempts “to punish trustees for a breach of trust in dam
ages, . . . w[ere] soon abandoned”).
The surcharge remedy extended to a breach of trust
committed by a fiduciary encompassing any violation of a
duty imposed upon that fiduciary. See Second Restate
ment §201; Adams 59; 4 Pomeroy §1079; 2 Story §§1261,
1268. Thus, insofar as an award of make-whole relief is
concerned, the fact that the defendant in this case, unlike
the defendant in Mertens, is analogous to a trustee makes
a critical difference. See 508 U. S., at 262–263. In sum,
contrary to the District Court’s fears, the types of reme
dies the court entered here fall within the scope of the
term “appropriate equitable relief ” in §502(a)(3).
III
Section 502(a)(3) invokes the equitable powers of the
District Court. We cannot know with certainty which
remedy the District Court understood itself to be impos
ing, nor whether the District Court will find it appropriate
to exercise its discretion under §502(a)(3) to impose that
remedy on remand. We need not decide which remedies
are appropriate on the facts of this case in order to resolve
the parties’ dispute as to the appropriate legal standard in
determining whether members of the relevant employee
class were injured.
The relevant substantive provisions of ERISA do not set
forth any particular standard for determining harm. They
simply require the plan administrator to write and to
distribute written notices that are “sufficiently accurate
and comprehensive to reasonably apprise” plan partici
pants and beneficiaries of “their rights and obligations
under the plan.” §102(a); see also §§104(b), 204(h). Nor
can we find a definite standard in the ERISA provision,
 Cite as: 563 U. S. ____ (2011) 21

Opinion of the Court

§502(a)(3) (which authorizes the court to enter “appropri
ate equitable relief ” to redress ERISA “violations”). Hence
any requirement of harm must come from the law of
equity.
Looking to the law of equity, there is no general princi
ple that “detrimental reliance” must be proved before a
remedy is decreed. To the extent any such requirement
arises, it is because the specific remedy being contem
plated imposes such a requirement. Thus, as CIGNA
points out, when equity courts used the remedy of estop
pel, they insisted upon a showing akin to detrimental
reliance, i.e., that the defendant’s statement “in truth,
influenced the conduct of ” the plaintiff, causing “preju
dic[e].” Eaton §61, at 175; see 3 Pomeroy §805. Accord
ingly, when a court exercises its authority under
§502(a)(3) to impose a remedy equivalent to estoppel, a
showing of detrimental reliance must be made.
But this showing is not always necessary for other
equitable remedies. Equity courts, for example, would
reform contracts to reflect the mutual understanding of
the contracting parties where “fraudulent suppression[s],
omission[s], or insertion[s],” 1 Story §154, at 149, “mate
rial[ly] . . . affect[ed]” the “substance” of the contract, even
if the “complaining part[y]” was negligent in not realizing
its mistake, as long as its negligence did not fall below a
standard of “reasonable prudence” and violate a legal
duty. 3 Pomeroy §§856, 856b, at 334, 340–341; see Balt
zer, 115 U. S., at 645; Eaton §307(b).
Nor did equity courts insist upon a showing of detrimen
tal reliance in cases where they ordered “surcharge.”
Rather, they simply ordered a trust or beneficiary made
whole following a trustee’s breach of trust. In such in
stances equity courts would “mold the relief to protect the
rights of the beneficiary according to the situation in
volved.” Bogert §861, at 4. This flexible approach belies a
strict requirement of “detrimental reliance.”
22 CIGNA CORP. v. AMARA

Opinion of the Court

To be sure, just as a court of equity would not surcharge
a trustee for a nonexistent harm, 4 Scott & Ascher §24.9,
a fiduciary can be surcharged under §502(a)(3) only upon a
showing of actual harm—proved (under the default rule
for civil cases) by a preponderance of the evidence. That
actual harm may sometimes consist of detrimental reli
ance, but it might also come from the loss of a right pro
tected by ERISA or its trust-law antecedents. In the
present case, it is not difficult to imagine how the failure
to provide proper summary information, in violation of the
statute, injured employees even if they did not themselves
act in reliance on summary documents—which they might
not themselves have seen—for they may have thought
fellow employees, or informal workplace discussion, would
have let them know if, say, plan changes would likely
prove harmful. We doubt that Congress would have
wanted to bar those employees from relief.
The upshot is that we can agree with CIGNA only to a
limited extent. We believe that, to obtain relief by sur
charge for violations of §§102(a) and 104(b), a plan partici
pant or beneficiary must show that the violation injured
him or her. But to do so, he or she need only show harm
and causation. Although it is not always necessary to
meet the more rigorous standard implicit in the words
“detrimental reliance,” actual harm must be shown.
We are not asked to reassess the evidence. And we are
not asked about the other prerequisites for relief. We are
asked about the standard of prejudice. And we conclude
that the standard of prejudice must be borrowed from
equitable principles, as modified by the obligations and
injuries identified by ERISA itself. Information-related
circumstances, violations, and injuries are potentially too
various in nature to insist that harm must always meet
that more vigorous “detrimental harm” standard when
equity imposed no such strict requirement.
 Cite as: 563 U. S. ____ (2011) 23

Opinion of the Court

IV
We have premised our discussion in Part III on the need
for the District Court to revisit its determination of an
appropriate remedy for the violations of ERISA it identi
fied. Whether or not the general principles we have dis
cussed above are properly applicable in this case is for it or
the Court of Appeals to determine in the first instance.
Because the District Court has not determined if an ap
propriate remedy may be imposed under §502(a)(3), we
must vacate the judgment below and remand this case for
further proceedings consistent with this opinion.

It is so ordered.

JUSTICE SOTOMAYOR took no part in the consideration
or decision of this case.
 Cite as: 563 U. S. ____ (2011) 1

SCALIA, J., concurring in judgment

SUPREME COURT OF THE UNITED STATES
_________________

No. 09–804
_________________

CIGNA CORPORATION, ET AL., PETITIONERS v.

JANICE C. AMARA, ET AL., INDIVIDUALLY

AND ON BEHALF OF ALL OTHERS

SIMILARLY SITUATED

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF

APPEALS FOR THE SECOND CIRCUIT

[May 16, 2011]

JUSTICE SCALIA, with whom JUSTICE THOMAS joins,
concurring in the judgment.
I agree with the Court that §502(a)(1)(B) of the Em
ployee Retirement Income Security Act of 1974 (ERISA),
29 U. S. C. §1132(a)(1)(B), does not authorize relief for
misrepresentations in a summary plan description (SPD).
I do not join the Court’s opinion because I see no need and
no justification for saying anything more than that.
Section 502(a)(1)(B) of ERISA states that a plan partici
pant or beneficiary may bring a civil action “to recover
benefits due to him under the terms of his plan, to enforce
his rights under the terms of the plan, or to clarify his
rights to future benefits under the terms of the plan.”
ERISA defines the word “plan” as “an employee welfare
benefit plan or an employee pension benefit plan or a plan
which is both,” 29 U. S. C. §1002(3), and it requires that
a “plan” “be established and maintained pursuant to a
written instrument,” §1102(a)(1). An SPD, in contrast, is
a disclosure meant “to reasonably apprise [plan] partici
pants and beneficiaries of their rights and obligations
under the plan.” §1022(a). It would be peculiar for a doc
ument meant to “apprise” participants of their rights
“under the plan” to be itself part of the “plan.” Any doubt
2 CIGNA CORP. v. AMARA

SCALIA, J., concurring in judgment

that it is not is eliminated by ERISA’s repeated differen
tiation of SPDs from the “written instruments” that con
stitute a plan, see, e.g., §§1029(c), 1024(b)(2), and ERISA’s
assignment to different entities of responsibility for draft
ing and amending SPDs on the one hand and plans on the
other, see §§1002(1), (2)(A); 1021(a) (2006 ed. and Supp.
III), 1024(b)(1); Beck v. PACE Int’l Union, 551 U. S. 96,
101 (2007). An SPD, moreover, would not fulfill its pur
pose of providing an easily accessible summary of the plan
if it were an authoritative part of the plan itself; the minor
omissions appropriate for a summary would risk revising
the plan.
Nothing else needs to be said to dispose of this case.
The District Court based the relief it awarded upon
ERISA §502(a)(1)(B), and that provision alone. It thought
that the “benefits” due “under the terms of the plan,” 29
U. S. C. §1132(a)(1)(B), could derive from an SPD, either
because the SPD is part of the plan or because it is capable
of somehow modifying the plan. Under either justifica
tion, that conclusion is wrong. An SPD is separate from a
plan, and cannot amend a plan unless the plan so pro
vides. See Curtiss-Wright Corp. v. Schoonejongen, 514
U. S. 73, 79, 85 (1995). I would go no further.
The Court, however, ventures on to address a different
question: whether respondents may recover under
§502(a)(3) of ERISA, which allows plan participants “to
obtain other appropriate equitable relief.” 29 U. S. C.
§1132(a)(3). The District Court expressly declined to
answer this question, stating that it “need not consider
whether any relief ordered under §502(a)(1)(B) would also
be available under §502(a)(3).” 559 F. Supp. 2d 192, 205
(Conn. 2008). It did note that §502(a)(3) might not help
respondents because that provision authorizes only relief
that was “ ‘typically available in equity.’ ” Ibid. (quoting
Great-West Life & Annuity Ins. Co. v. Knudson, 534 U. S.
204, 210 (2002)). But it described this question as “par
 Cite as: 563 U. S. ____ (2011) 3

SCALIA, J., concurring in judgment

ticularly complicated,” 559 F. Supp. 2d, at 205, and said
that “in view of these knotty issues . . . the Court need not,
and does not, decide whether Plaintiffs could obtain relief
under §502(a)(3),” id., at 206.
It is assuredly not our normal practice to decide issues
that a lower court “need not, and does not, decide,” see
Cooper Industries, Inc. v. Aviall Services, Inc., 543 U. S.
157, 168–169 (2004), and this case presents no exceptional
reason to do so. To the contrary, it presents additional
reasons not to do so. Mertens v. Hewitt Associates, 508
U. S. 248 (1993), the case the District Court feared had
“severely curtailed the kinds of relief . . . available under
§502(a)(3),” 559 F. Supp. 2d, at 205, is cited exactly one
time in the parties’ briefs—by the CIGNA petitioners for
the utterly unrelated proposition that ERISA contains
a “ ‘carefully crafted and detailed enforcement scheme.’ ”
Brief for Petitioners 2. And there is no discussion whatso
ever of contract reformation or surcharge in the briefs of
the parties or even amici.1
The opinion for the Court states that the District Court
“strongly implied . . . that it would base its relief upon
[§502(a)(3)] were it not for (1) the fact that . . .
§502(a)(1)(B) . . . provided sufficient authority; and (2)
certain cases from this Court that narrowed the applica
tion of the term ‘appropriate equitable relief.’ ” Ante, at 16.
I find no such implication whatever—not even a weak one.
The District Court simply said that §502(a)(1)(B) provided
relief, and that under our cases §502(a)(3) might not do so.
While some Members of this Court have sought to divine
what legislators would have prescribed beyond what they
did prescribe, none to my knowledge has hitherto sought
to guess what district judges would have decided beyond
——————
1 “[P]lan reformation” makes an appearance in one sentence of one

footnote of the Government’s brief, see Brief for United States as
Amicus Curiae 30, n. 9. This cameo hardly qualifies as “discussion.”
4 CIGNA CORP. v. AMARA

SCALIA, J., concurring in judgment

what they did decide. And this, bear in mind, is not just a
guess as to what the District Court would have done if it
had known that its §502(a)(1)(B) relief was (as we today
hold) improper. The apparent answer to that is that it
would have denied relief, since it thought itself con
strained by “certain cases from this Court that [have]
narrowed [§502(a)(3)],” ante, at 16. No, the course the
Court guesses about is what the District Court would have
done if it had known both that §502(a)(1)(B) denies relief
and that §502(a)(3) provides it. This speculation upon
speculation hardly renders our discussion of §502(a)(3)
relevant to the decision below; it is utterly irrelevant.
Why the Court embarks on this peculiar path is beyond
me. It cannot even be explained by an eagerness to
demonstrate—by blatant dictum, if necessary—that, by
George, plan members misled by an SPD will be compen
sated. That they will normally be compensated is not in
doubt. As the opinion for the Court notes, ante, at 10, the
Second Circuit has interpreted ERISA as permitting the
invalidation of plan amendments not preceded by proper
notice, by reason of §204(h), which reads:
“An applicable pension plan may not be amended so
as to provide for a significant reduction in the rate of
future benefit accrual unless the plan administrator
provides the notice described in paragraph (2) to each
applicable individual . . . .” 29 U. S. C. §1054(h)(1).
This provision appears a natural fit to respondents’ claim,
which is not that CIGNA was prohibited from changing its
plan, but that CIGNA “failed to give them proper notice of
changes to their benefits.” Ante, at 1. It was inapplicable
here only because of the peculiar facts of this case and the
manner in which respondents chose to argue the case. 2
——————
2 The District Court found that §204(h) was unhelpful because

CIGNA had provided a valid notice of its decision to freeze benefits
under the old plan. If the new plan were invalidated because of a
 Cite as: 563 U. S. ____ (2011) 5

SCALIA, J., concurring in judgment

Rather than attempting to read the District Judge’s
palm, I would simply remand. If the District Court dis
misses the case based on an incorrect reading of Mertens,
the Second Circuit can correct its error, and if the Second
Circuit does not do so this Court can grant certiorari. The
Court’s discussion of the relief available under §502(a)(3)
and Mertens is purely dicta, binding upon neither us nor
the District Court. The District Court need not read any
of it—and, indeed, if it takes our suggestions to heart, we
may very well reverse. Even if we adhere to our dicta that
contract reformation, estoppel, and surcharge are “ ‘dis
tinctively equitable’ remedies,” ante, at 18, it is far from
clear that they are available remedies in this case. The
opinion for the Court does not say (much less hold) that
they are and disclaims the implication, see ante, at 20.
Contract reformation is a standard remedy for altering
the terms of a writing that fails to express the agreement
of the parties “owing to the fraud of one of the parties and
mistake of the other.” 27 Williston on Contracts §69:55,
p. 160 (4th ed. 2010). But here, the Court would be em
ploying that doctrine to alter the terms of a contract in
response to a third party’s misrepresentations—not those
of a party to the contract. The SPD is not part of the
ERISA plan, and it was not written by the plan’s sponsor.
Although in this case CIGNA wrote both the plan and the
SPD, it did so in different capacities: as sponsor when
writing the plan, and as administrator when preparing the
SPD. ERISA “carefully distinguishes these roles,” ante, at
15; see also Beck, 551 U. S., at 101, and nothing the Court
cites suggests that they blend together when performed by
——————
defective §204(h) notice, the freeze would return to force, and respon
dents would be worse off. Respondents might (and likely should) have
argued that the notice for the freeze was itself void, but they “argued
none of these things,” and the District Court declined to “make these
arguments now on [their] behalf.” 559 F. Supp. 2d 192, 208 (Conn.
2008).
6 CIGNA CORP. v. AMARA

SCALIA, J., concurring in judgment

the same entity.
Admittedly, reformation might be available if the third
party was an agent of a contracting party and its misrep
resentations could thus be attributed to it under agency
law. But such a relationship has not been alleged and is
unlikely here. An ERISA administrator’s duty to provide
employees with an SPD arises by statute, 29 U. S. C.
§1024(b)(1), and not by reason of its relationship to the
sponsor. The administrator is a legally distinct entity.
Moreover, it is incoherent to think of the administrator as
agent and the sponsor as principal. Were this the case,
and were the administrator contracting with employees as
an agent of the sponsor in producing the SPD, then the
SPD would be part of the plan or would amend it—exactly
what the opinion for the Court rejects in Part II–A, ante,
at 13–15. And, in any event, SPDs may be furnished
months after an employee accepts a pension or benefit
plan. §1024(b)(1). Reformation is meant to effectuate
mutual intent at the time of contracting, and that intent is
not retroactively revised by subsequent misstatements.
Equitable estoppel and surcharge are perhaps better
suited to the facts of this case. CIGNA admits that re
spondents might be able to recover under §502(a)(3) pur
suant to an equitable estoppel theory, but it presumably
makes this concession only because questions of reliance
would be individualized and potentially inappropriate for
class-action treatment. Surcharge (which CIGNA does not
concede and which is not briefed) may encounter the same
problem. The amount for which an administrator may
be surcharged is, as the opinion for the Court notes, the
“actual harm” suffered by an employee, ante, at 22—that
is, harm stemming from reliance on the SPD or the lost
opportunity to contest or react to the switch. Cf. 3 A. Scott
& W. Fratcher, Law of Trusts §205, pp. 237–243 (4th ed.
1988). A remedy relating only to that harm would of course
 Cite as: 563 U. S. ____ (2011) 7

SCALIA, J., concurring in judgment

be far different from what the District Court imposed.3
* * *
I agree with the Court that an SPD is not part of
an ERISA plan, and that, as a result, a plan participant
or beneficiary may not recover for misrepresentations in
an SPD under §502(a)(1)(B). Because this is the only
question properly presented for our review, and the only
question briefed and argued before us, I concur only in the
judgment.

——————
3 It is also not obvious that the relief sought in this case would consti

tute an equitable surcharge allowable under Mertens v. Hewitt Associ
ates, 508 U. S. 248 (1993). Cf. Knieriem v. Group Health Plan, Inc., 434
F. 3d 1058, 1063–1064 (CA8 2006). This question, however, like the
Court’s entire discussion of §502(a)(3), is best left for a case in which
the issue is raised and briefed.