[PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR TH E ELEV ENTH C IRCUIT
FILED
U.S. COURT OF APPEALS
ELEVENTH CIRCUIT
________________________
JULY 21, 2003
THOMAS K. KAHN
No. 02-15029 CLERK
________________________
D.C. Docket No. 02-20424-CV-DLG
WIL LIE R . FLIN T, on b ehalf of h imself
and all others similarly situated,
Plaintiff- Appe llant,
versus
ABB, INC., f.k.a. ABB Pow er,
T&D CO., IN C., et al.,
Defendants-Ap pellees.
__________________________
Appeal from the United States District Court
for the Southern District of Florida
_________________________
(July 21, 2003)
Before BARKETT and KRAVITCH, Circuit Judges, and FULLAM*, District
Judge.
KRAV ITCH, Circuit Judge:
This case presents two questions. The first is whether § 502(a)(1)(B) of the
Employee Retiremen t Incom e Secur ity Act of 1974 ( “ERIS A”), 29 U.S.C . §
1132(a)(1)(B), authorizes an ERISA plan beneficiary to receive interest on reinstated
benefits when the employee-benefit plan (the “Plan”) does not explicitly provide for
interest on reinstated benefits. The second question is whether plaintiff-appellant
Willie R. Flint has stated a claim un der § 50 2(a)(3) (B) of E RISA , 29 U.S .C. §
1132(a)(3)(B), that wo uld allow him to recover interest on reinstated bene fits.
I. BACKGROUND
Flint is a former employee of defendant-appellee ABB, Inc. After an
automo bile accident in March 1998, Flint applied for and rece ived disa bility bene fits
under ABB’s Plan. He had been receiving disability benefits for approximately three
years when ABB, through its claims processor, Kemper National Services
(“Kemper”), received information from Flint’s attending physician indicating that
Flint was no longer totally disabled. Under the terms of the Plan, ABB could sto p
*
Honorable John P. Fullam, United States District Judge for the Eastern District of
Pennsylvania, sitting by designation.
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paying disability benefits if Flint either (1) was “no longer totally disabled” or (2)
failed to “g ive proo f of [his] c ontinue d disability .”
Given the Plan’s provisions, ABB investigated whether to continue paying
Flint’s disability benefits. It requested an independent labor-market survey, which
concluded that “sever al appro priate positions were found” in which Flint could work.
Consequently, ABB inform ed Flint o n June 1 9, 2001 that he w as no lon ger “totally
disabled” within th e meanin g of the P lan and th at his disab ility benefits would
terminate on July 1, 2001. June 19, 2001 was the first time that Kemper informed
Flint that his case was under review.
Flint wrote a letter dated Ju ly 2, 2001 to appeal the disability termination. On
August 31, 2001, ABB, through Kemper, denied Flint’s appeal. In October 2001,
Flint again ap pealed th e termina tion of b enefits and this time provid ed Kem per with
additional medical in formatio n. Flint als o asked Kemp er to give him a filing
extension so that he could have more time to furnish additional medical information
to support his claim for reinstatement. He asked for this extension because his doctor
was unable to see him within the appeals period. In November 2001, Kemper
acknowledged receiving the second appeal and granted Flint an e xtension in whic h to
provide additional medical information supporting his claim. Flint provided the
additional medical inform ation, and sho rtly thereafter, Kem per reinstated F lint’s
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benefits and made the reinstatement retroactive to July 1, 2001. Kemper issued a
check for these b enefits on Decem ber 28, 2 001. F lint has co nceded that the ap peals
process, which ultimately led to the reinstatement of his benefits, did not violate the
Plan, the ERISA statute, or any Department of Labo r regulations.
Flint broug ht suit aga inst AB B in February 2002, maintaining that he is entitled
to interest pa yments o n the retro active Pla n benef its. Flint characterized these
retroactive benefits as “delayed b enefits.” F lint conce ded that “[ t]he Plan docum ents
are silent regarding the payment of interest on Delayed Benefits”; nevertheless, he
claimed that § 502(a)(1)(B) and § 502(a)(3)(B) of ERISA allow plaintiffs to recover
accrued interest on reinstated benefits, even when an employer’s plan is silent on the
issue.
ABB moved to dismis s Flint’s cla im purs uant to F ederal R ule of C ivil
Procedure 12(b)(6), contending that Flint had not stated a claim upon which relief
could be granted. The district court granted the motion, concluding that Flint had not
alleged facts that w ould entitle him to relief under either § 501(a)(1)(B) or § 502(a)(3)
of ERISA. The court held that § 501(a)(1)(B) does not create an implied right to
recover accrued interest for reinstated payments, but instead allows recovery only for
“benefits specified in the plan.” It also held that § 502(a)(3)’s catch-all provision
concerning “appropriate equitable relief” might allow plaintiffs to recover accrued
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interest for reinstated benefits—but only when benefits are unreasonably delayed or
wron gfully withhe ld. The court con cluded th at Flint ha d not ple aded fac ts
demonstrating that ABB had unreasonably delayed or wrongfully withheld his
benefits. Accordingly, it dismissed Flint’s claim without prejudice and allowed Flint
to amend his complaint, which he did; the district court concluded, however, that
Flint’s amended complaint had not alleged fa cts that, if pr oven, w ould entitle him to
relief under § 502(a)(3)(B)’s catch-all provision. Flint also requested a declaration
that he and other plan members had present and future rights to receive interest on
reinstated benefits, b ut the distr ict court d enied this relief as w ell.
II. STANDARD OF REVIEW
We review de novo the dismissal of a complaint for failure to state a claim,
accepting all allegations in the complaint as true and construing facts in a light most
favorab le to the plain tiff. Harper v. Thomas, 988 F.2d 101, 10 3 (11th Cir. 199 3). A
court cannot use Federal Rule of Civil Procedure 12(b)(6) to dismiss a complaint for
failure to state a claim “‘unless it appears beyond doubt that the plaintiff can prove no
set of facts in support of his cla im which w ould entitle him to relief.’” Sheuer v.
Rhodes, 416 U .S. 232, 236 (1974) (quoting Conley v. Gibson, 355 U.S. 41, 45S 46
(1957 )).
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III. ANAL YSIS
We must decide whether Flint has stated a claim under either § 502(a)(1)(B) or
§ 502(a)(3)(B) that entitles him to interest on his reinstated benefits.
A. Whether Interest for Reinstated Benefits Is an Implied Term of § 502(a)(1)(B)
Section 502(a)(1)(B) of ERISA provides that a participant or beneficiary of an
employee-welfare benefit plan may bring a civil action
to recover ben efits due to h im under th e terms of h is plan, to enf orce his
rights under the te rms of the plan, or to clarif y his rights to future benefits
under t he term s of the plan . . . .
29 U.S.C. § 1132(a)(1)(B).
Flint argues that accrued interest payments constitute “benefits due to h im
under the terms of his plan” within the meaning of § 502(a)(1)(B), reasoning that
paying interest on reinstated benefits is an implie d term o f the Plan . The ba sis for this
argument is that (1) ERISA plans are contracts and (2) the default rule in contract law
is that a party is entitled to receive interest on unpaid obligations to pay money. 1
According to this theory, ABB breached the contract by delaying the payment of
benefits and, consequently, should pay Flint interest to compensate him for the time
1
Flint cites the Supreme Court’s opinion in Curtis v. Innerarity, 6 How. 146 (1848), which
states, “Every one who contracts to pay money on a certain day knows, that, if he fails to fulfil
his contract, he must pay the established rate of interest as damages for his non-performance.
Hence, it may correctly be said, that such is the implied contract of the parties.” Id. at 154.
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value of the reinstated benefits.
We are reluctant to infer an implied cause of action from § 502(a)(1)(B). The
Supreme Court h as “obser ved rep eatedly tha t ERIS A is a ‘“co mpreh ensive and
reticulated statute,” the produc t of a decade o f congressio nal study of the Nation’s
private employee benefit system.’” Great-West Life & Annuity Ins. Co. v. Knudson,
534 U.S. 204, 209 (2002) (quoting Mertens v. Hew itt Assocs., 508 U .S. 248 , 251
(1993) (quoting Nachman Corp. v. Pension Benefit Guar. Corp., 446 U.S. 359, 361
(1980))). The Court has “emp hasized [its] unwillin gness to infer cau ses of actio n in
the ERISA context, since that statute's carefully crafted and detailed enforcement
scheme provides ‘strong evidence that Congress did not intend to authorize other
remedies that it simply forgot to incorporate expressly.’” Mertens, 508 U.S. at 254
(quoting Mass. M ut. Life In s. Co. v. R ussell, 473 U.S. 134, 146–47 (1985)).
Furthermore, no circu it has recognized a claim for interest under § 502(a)(1)(B)
of ERISA. The only circuit to address the issue directly has ruled tha t if interest is not
a benefit expressly provided for in the em ployee-b enefit plan , it cannot be recovered
under § 502(a)(1)(B), because “only benefits specified in the plan can be recovered
in a suit under section 502(a)(1)(B).” Clair v. H arris Trust & Sav. Bank, 190 F.3d
495, 497 (7 th Cir. 19 99) (P osner, J.) . Given the Supr eme Co urt’s unw illingness to
allow implied causes of action under ERISA and the fact that, like the plan in Clair,
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the Plan here does not provide for such interest, we follow Clair and conclude that
Flint’s claim under § 502(a)(1)(B ) fails.
B. Whether Flint Has Stated a Claim Under § 502(a)(3)(B) that Would Allow Him
to Reco ver Intere st on Re instated B enefits
Flint argues that § 502(a)(3)(B) of ERISA supplies another basis for recovering
accrued interest fo r reinstated benefits. S ection 50 2(a)(3) provid es that a civil action
may be brought
by a participant, beneficiary, or fiduciary (A) to enjoin any act or practice
which violates any provision of this subchapter or the terms of the plan, or
(B) to obtain other appropriate equitable relief (i) to redress such
violations or (ii) to enforce any provisions of this subchapter or the terms
of the plan . . . .
29 U.S.C. § 1132(a)(3) (emphasis added).
Flint maintain s that aw arding a ccrued in terest on r einstated benefits falls into the
category of “appropriate equitable relief.” ABB responds, correctly, that interest on
money past due under a contract is a classic form of compensatory damages and, as
such, does not qualify as “equitable relief” un der § 50 2(a)(3) (B). See Knudson, 534
U.S. at 210 (e xplaining that suits for money damages are “the classic form of legal
relief” and, therefore, are not recoverable under § 502(a)(3)(B)).
Flint, however, proposes an alternative theory for the causative event that gives
rise to ABB’s alleged duty to pay for the time value of the “delayed benefits.” Flint
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argues that ABB violated its fiduciary duties to him w hen it initially terminate d his
benefits and that ABB should therefore disgorge the benefit derived from this breach.
Under this theory, the case is one of wrongful enrichment—the wrong being the
breach of a fiduciary duty and the enrichment being the time value of the money that
ABB should have paid to Flint between July 1 and D ecember 28, 2001. B ecause
courts of equity traditionally ordered fiduciaries to disgorge wrong ful enrichments,
Flint maintains that the relief he seeks is “appropriate equitable relief” under
§ 502(a)(3)(B).
Several circuit cou rts of app eals—sp eaking in terms of a fiduciary’s “unjust
enrichm ent” (rather th an its “wr ongfu l enrichm ent” 2)—have held that interest
paymen ts on delayed benefits may, in some circumstances, constitute “other equitable
relief” within the mean ing of § 502(a) (3)(B) . See, e.g., Dunnigan v. Metro. Life Ins.
Co., 277 F .3d 223 , 229–3 0 (2d C ir. 2002 ); Jackson v. Fortis Benefits Ins. Co., 245
F.3d 748, 74 9–50 ( 8th Cir. 200 1); Clair, 190 F.3d at 498– 99; Fotta v. Trustees of the
United Mine Workers of Am., 165 F.3d 2 09, 213 (3d Cir . 1998) . Most of these cases,
2
An unjust enrichment occurs when the defendant holds something that belongs to the plaintiff
or receives, without legal cause, a transfer of goods or services from the plaintiff. The law of
unjust enrichment is concerned solely with enrichments that are unjust independently of wrongs
and contracts. When the plaintiff relies on a breach of contract to supply the “unjustness” of the
defendant’s holdings, the right on which he or she relies arises from the breach of contract, not
from an unjust enrichment; analogously, when the plaintiff relies on a wrong to supply the
“unjust factor,” the causative event is a wrongful enrichment rather than an unjust enrichment.
See Peter Birks, Unjust Enrichment and Wrongful Enrichment, 79 Texas L. Rev. 1767, 1783
(2001).
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however, were decided before Great-West Life & Annuity Insurance Co. v. Knudson,
534 U.S. 204 (2002), in which the Supreme C ourt’s interpretation of “appr opriate
equitable relief” was more narrow than the interpretations found in previous decisions
by the circuit courts of appeals. The Court instructed that, in determining whether
relief “is legal or e quitable in a particular case (and hence whether it is authorized by
§ 502(a) (3)) rem ains dep endent o n the natu re of the r elief sought,” and the Court
resisted plaintiffs’ attempt to characterize their claim for enforcement of a
reimbursement provision of an ERISA plan as one for equitable restitution. Id. The
Court’s decision in Knudson, therefore, raises the question whether § 502(a)(3) ever
allows an award of interest for delayed benefits or whether such a claim is an
impermissible attempt to dress an essentially legal claim in the language of equity.
We need no t, howe ver, decide that issue in this case. Even assuming that
§ 502(a)(3)(B) could be the basis for recovering interest, Flint’s amended complaint
does not state a claim upon which relief can be granted. Flint maintains that ABB
breached its fiduciary duty by terminating his benefits without first requesting or
allowing him a reasonable opportunity to provide evidence of continued disability
before making the determination to discontinue benefits. Three circumstances
described in the pleadings, however, lead us to reject Flint’s argument. First, the Plan
provided that ABB could stop paying disability benefits when Flint w as “no longer
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disabled ,” and, here, Flint’s own doctor had advised ABB that Flint was no longer
comple tely disabled. Furthermore, an independent report recommended several jobs
that Flint could perform within the limitation s prescribed b y Flint’s doctor. Second,
the Plan specifies that “[i]n no case will benefits be paid by this Plan . . . for any
period on or after the date [the employee] fail[s] to furnish satisfactory proof [of
disability] as required by the insurance company . . . .” Therefore, the Plan entitled
ABB to terminate benefits when Flint failed to provide proof of his continuing
disability by July 1, 2001.3 Furthermore, given that ERISA employers owe a fiduciary
duty to all of their covered employees, ABB had a du ty to protect and pr eserve b enefit
funds according to the provisions of the Plans and the ERISA statute. Finally, Flint
has not pleaded facts that would show that ABB unduly dela yed the E RISA appeals
process or wrongfully refused to reinstate his benefits retroactively at the end of the
process. Cf. Clair, 190 F.3d at 499 (holding that plaintiff was barred from collecting
accrued interest when employer disbursed benefits according to the procedure and the
time period outlined in the employee-benefit plan). To the contrary, Flint’s own
allegations make clear that the appeals process functioned according to Plan
3
Flint’s best argument to the contrary is that once ABB sent the June 19th notice, it voluntarily
assumed the obligation to give Flint a reasonable time period in which to provide additional
medical information. Yet, as the district court noted, neither the Plan nor ERISA regulations
impose an advanced-warning requirement, and, given the Supreme Court’s reluctance to find
implied duties under ERISA, we decline to infer such an implied duty here.
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provisions and ERISA regulations—and that this process led to the retroactive
reinstatement of bene fits within six mon ths of the initial adverse decision.
Accordingly, Flint has not stated a claim under § 503(a)(3)(B).
IV. CONCLUSION
For the reasons stated, w e AFF IRM the decisio n of the d istrict cour t.
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