[PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT FILED
U.S. COURT OF APPEALS
ELEVENTH CIRCUIT
May 18, 2004
No. 03-14123 THOMAS K. KAHN
CLERK
D. C. Docket No. 01-00003 CV-1-WTM
GERALD W. JONES,
JOHN H. ASKEW, JR., et al.,
Plaintiffs-Appellants,
versus
AMERICAN GENERAL LIFE AND ACCIDENT
INSURANCE COMPANY,
Defendant-Appellee.
Appeal from the United States District Court
for the Southern District of Georgia
(May 18, 2004)
Before DUBINA and COX, Circuit Judges, and OWENS*, District Judge.
DUBINA, Circuit Judge:
___________________________
*Honorable Wilbur D. Owens, Jr., United States District Judge for the Middle District of
Georgia sitting by designation.
In this ERISA case, Appellants Gerald W. Jones, John H. Askew, Jr., Lloyd
E. Maddox, and Anna H. White, representing themselves and over 1,400 similarly-
situated class members (collectively the “Appellants”), appeal the district court’s
orders granting summary judgment in favor of Defendant-Appellee American
General Life and Accident Insurance Company (“American General”) on their
ERISA Section 502(a)(1)(B) breach of contract and equitable estoppel claims, and
dismissing their Section 502(a)(3) breach of fiduciary duty claim pursuant to Rule
12(b)(6) of the Federal Rules of Civil Procedure. After reviewing the record, and
having the benefit of oral argument, we conclude that the district court properly
dismissed the Appellants’ Section 502(a)(1)(B) claims, but erred in finding that
Katz v. Comprehensive Plan of Group Ins., 197 F.3d 1084 (11th Cir. 1999),
precluded the Appellants’ Section 502(a)(3) claim. Accordingly, we affirm in
part, reverse in part, and remand for further proceedings on the Appellants’
Section 502(a)(3) claim.
I. BACKGROUND
The Appellants are a group of individuals formerly employed by
Independent Life and Accident Insurance Company (“Independent Life”), an
insurance company that operated primarily in the southeastern United States prior
to merging with American General. Beginning in the 1960s, Independent Life
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provided its employees with a generous group life insurance benefit–employees
that stayed with Independent Life until retirement would retain their group life
insurance coverage after retirement at company expense.
Independent Life provided this benefit through an ERISA-governed welfare
benefit plan (the “Plan”). While Independent Life revised the Plan from time to
time over the years, the Plan consistently contained language stating that “If you
retire directly from active employment from the Company . . . you get to keep all
or some of your Group insurance. . . .” Additionally, at least one summary plan
description (“SPD”) stated that employees hired before May 31, 1976, “will
continue to be covered after they reach age 65 or retire for the full amount of
insurance in effect immediately before retirement.”
At the same time, however, the “TERMINATION OF INSURANCE”
section of the Plan always stated that coverage “[would] automatically terminate
on . . . [the] date of termination of this policy. . . .” The SPDs consistently
contained near identical “termination of insurance” language. In addition, the
1992 incarnation of the Plan contained a more explicit “reservation of rights”
provision, which stated:
Although the Company has established this Group Insurance Plan
with the intention of continuing it indefinitely, the uncertainty under
which all businesses operate, as well as possible future changes in the
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law, make it necessary for the Company to reserve the right to amend
or terminate the Plan at any time.
The Appellants contend that Independent Life used the promise of free
lifetime group coverage as a tool for recruiting and retaining agents and other
employees. During discovery, the Appellants offered a substantial body of
evidence, consisting primarily of letters written to plan participants and deposition
testimony of former Independent Life management, which they allege
demonstrates that Independent Life represented to current and prospective
employees that the post-retirement group life benefit would never be terminated.
Additionally, while the Appellants concede that Independent Life
periodically reduced the group life benefit, they contend that Independent Life
would only make these changes prospectively. In 1989, Independent Life
amended the plan to cut the amount of retiree insurance coverage, but only for
employees retiring after December 31, 1988. In 1992, Independent Life
terminated the retiree insurance coverage altogether, but only for employees hired
after January 1, 1993. Under the 1992 plan, pre-1992 retirees retained the amount
of insurance in effect for them in 1992.
The Appellants further contend that, after Independent Life merged with
American General, American General continued to represent to employees that the
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retiree group life benefit would never be eliminated. To demonstrate this, they
offered letters that American General mailed to at least 197 retirees in which
American General confirmed the amount of each retiree’s group life benefit and
stated, “This amount will remain in effect for your lifetime. No premiums are
required for continued coverage under the plan.” The Appellants contend that
they planned for their retirement in reliance on this promise of lifetime group
coverage–they purchased little additional life insurance and selected “life only”
pension disbursements that would pay their spouses nothing upon their deaths.
By letter dated September 30, 2000, American General informed the
Appellants that it was terminating the retiree group life benefit effective January 1,
2001. The letter explained that retirees had the option to convert to individual
coverage by paying premiums established by their attained age. As the Appellants
were beyond retirement age, attained age conversion to permanent insurance was
cost prohibitive and, thus, not a viable option for most of the Appellants.
Following receipt of this letter, Appellant Gerald Jones contested the
discontinuation of his life insurance benefits through the claim procedure provided
under the Plan. When his claim was denied, Jones filed this class action in a
Georgia superior court in December 2000, seeking to enjoin cancellation of the
policy and to recover the cost of purchasing permanent, lifetime coverage in the
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amount offered by American General. American General removed the case on the
basis of ERISA preemption, and the district court then dismissed Jones’s state law
claims and struck Jones’s request for a jury trial.
In March 2002, Jones filed an amended complaint, in which Jones and three
additional named plaintiffs sought relief under ERISA theories of breach of
contract, equitable estoppel, and breach of fiduciary duty. American General
moved to dismiss, arguing, with respect to the Appellants’ breach of fiduciary duty
claim, that this claim was only cognizable under the ERISA’s “catchall” provision,
ERISA § 502(a)(3), 29 U.S.C. § 1132(a)(3), and that, pursuant to Katz, the
Appellants were not entitled to Section 502(a)(3) relief because Section
502(a)(1)(B), 29 U.S.C. § 1132(a)(1)(B), afforded them an adequate remedy. The
district court agreed, and in July 2002, dismissed the Appellants’ breach of
fiduciary duty claim on the basis of Katz.
In July 2003, the district court granted American General’s motion for
summary judgment and dismissed both of the Appellants’ remaining claims. With
respect to the Appellants’ breach of contract claim, the district court concluded
that the Appellants had no vested right to the retiree group life benefit, and thus,
that American General was free to terminate this benefit at any time. With respect
to the promissory estoppel claim, the district court concluded that the Appellants
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could not make out a prima facie case because they failed to demonstrate that the
relevant provisions of the plan were ambiguous, or that any of the Appellants
received an oral interpretation of any ambiguity. This appeal followed.
II. ISSUES
1. Whether the district court erred in granting summary judgment in favor of
American General on the Appellants’ Section 502(a)(1)(B) breach of contract and
equitable estoppel claims.
2. Whether the district court erred in dismissing the Appellants’ Section 502(a)(3)
breach of fiduciary duty claim under Rule 12(b)(6), finding that Section
502(a)(1)(B) afforded the Appellants with an adequate remedy.
III. STANDARD OF REVIEW
We review a district court’s order granting summary judgment de novo,
viewing the facts in the record in the light most favorable to the non-moving party,
and drawing all inferences in that party’s favor.1 Branche v. Airtran Airways, Inc.,
1
American General represents to this court, without citation, that the district court made
“findings of fact” in its summary judgment order that can be reviewed only for clear error. However,
it is well settled that “a district court does not make factual findings in deciding a summary judgment
motion, so no question of clear error review . . . arises here.” Wooden v. Board of Regents of the
Univ. Sys. of Ga., 247 F.3d 1262, 1271 n.9 (11th Cir. 2001). “[B]ecause summary judgment may
only be granted where there is no genuine issue of material fact, any purported ‘factual findings’ of
the [trial] court cannot be ‘factual findings’ as to disputed issues of fact, but rather are conclusions
as a matter of law that no genuine issue of material fact exists.” Rosen v. Bezner, 996 F.2d 1527,
1530 n.2 (3d Cir. 1993).
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342 F.3d 1248, 1252 (11th Cir. 2003), cert. denied, 124 S. Ct. 1422 (2004). This
court also reviews de novo the district court’s dismissal of a claim pursuant to
Rule 12(b)(6). Vega v. McKay, 351 F.3d 1334, 1336 (11th Cir. 2003). “A
dismissal for failure to state a claim is erroneous unless it appears beyond doubt
that the plaintiff can prove no set of facts in support of his claim which would
entitle him to relief.” Cryder v. Oxendine, 24 F.3d 175, 176 (11th Cir. 1994)
(internal quotations omitted).
IV. DISCUSSION
Whether the district court erred in dismissing the Appellants’ Section 502(a)(1)(B)
claims.
Section 502(a)(1)(B) empowers ERISA participants and beneficiaries to
bring a civil action in order to recover benefits, enforce rights to benefits, or
clarify rights to future benefits due under the terms of an ERISA-governed welfare
benefit plan. 29 U.S.C. § 1132(a)(1)(B); Land v. CIGNA Healthcare of Fla., 339
F.3d 1286, 1290 (11th Cir. 2003). In addition to the remedies explicitly
authorized in Section 502(a)(1)(B), which are akin to common law breach of
contract causes of action, this court has recognized a very narrow common law
doctrine under Section 502(a)(1)(B) for equitable estoppel, which is available
where the plaintiff can show that (1) the relevant provisions of the plan at issue are
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ambiguous, and (2) the plan provider or administrator has made representations to
the plaintiff that constitute an informal interpretation of the ambiguity. See Kane
v. Aetna Life Ins., 893 F.2d 1283, 1285-86 (11th Cir. 1990) (recognizing the
availability of equitable estoppel where the plan administrator made
representations constituting oral interpretations of an ambiguous plan); see also
National Cos. Health Benefit Plan v. St. Joseph’s Hosp. of Atlanta, Inc., 929 F.2d
1558, 1572 (11th Cir. 1991), abrogated in part on other grounds by Geissal v.
Moore Med. Corp., 524 U.S. 74, 86-87, 118 S. Ct. 1869, 1876, 141 L. Ed. 2d 64
(1998) (recognizing that “[t]he rationale of Kane is equally applicable to informal
written interpretations of an ERISA plan”).
Because we apply the doctrine of contra proferentem to resolve ambiguities
in ERISA-governed plans, Lee v. Blue Cross/Blue Shield of Ala., 10 F.3d 1547,
1551 (11th Cir. 1994), an ERISA plaintiff is generally not required to demonstrate
his entitlement to benefits in clear and express language in the relevant provisions
of his plan in order to make out a Section 502(a)(1)(B) “breach of contract” claim.
However, whether proceeding on a breach of contract or equitable estoppel theory,
an ERISA plaintiff can only succeed on a Section 502(a)(1)(B) claim if he can
establish that the plan at issue is at least ambiguous with respect to the relevant
benefits for which he claims entitlement.
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The Appellants urge us to conclude that the Plan is ambiguous with respect
to whether their group life benefit has vested. In support of their argument, the
Appellants rely exclusively on a handful of statements in the relevant documents,
providing that: “If you retire directly from active employment from the Company .
. . you get to keep all or some of your Group Insurance . . . ,” and that employees
hired before May 31, 1976 “will continue to be covered after they reach age 65 or
retire for the full amount of insurance in effect immediately before retirement.”
While the Appellants contend that the words “keep” and “continue” in these
provisions require us to hold in their favor, other courts of appeals have
consistently rejected the notion that welfare benefits may vest simply because they
continue into retirement, particularly when other plan provisions establish that
benefits are generally terminable. See, e.g., Sprague v. General Motors Corp., 133
F.3d 388, 401 (6th Cir. 1998); In re Unisys Corp. Retiree Med. Benefit ERISA
Litig., 58 F.3d 896, 903-04 (3d Cir. 1995) (“An employer who promises lifetime
medical benefits, while at the same time reserving the right to amend the plan
under which those benefits were provided, has informed plan participants of the
time period during which they will be eligible to receive benefits provided the plan
continues to exist.”); Howe v. Varity Corp., 896 F.2d 1107, 1110 (8th Cir. 1990);
Musto v. American Gen. Corp., 861 F.2d 897, 906 (6th Cir. 1988) (“To read this
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summary as saying that the plan can never be changed in such a way as to mandate
retiree contributions for continued medical coverage is to read into the summary
something its authors did not put there (a promise to provide lifetime ‘paid up’
medical insurance), while reading out of the summary something that clearly was
put there (an express reservation of right to change the plan).”). Instead, these
courts have reasoned that such provisions merely describe the period of time
participants may be eligible to receive non-vested benefits. As the Eighth Circuit
explained in Howe:
[T]he mere fact that employee welfare benefits continue in
retirement does not indicate that the benefits become vested for
life at the moment of retirement. No inference of an intent to vest
can be presumed from the fact the benefits are retirement benefits.
Indeed, the benefits at issue here are “retirement benefits” in a
technical sense only. Unlike pension benefits, coverage under the
welfare benefit plan does not begin at an employee’s retirement.
Rather, . . . the welfare benefits simply continue when an
employee retires. Nothing in the documents establishes retirement
as a vesting point.
Howe, 896 F.2d at 1110 (internal citations omitted).
We agree with the overwhelming weight of authority from our sister circuits
and conclude that the language upon which the Appellants rely merely describes
the period of time during which the Appellants were eligible to receive the group
life benefit, so long as the Plan continued to exist. See Unisys, 58 F.3d at 903-04.
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This language is not inconsistent with the reserved right to unilaterally modify the
benefits that American General provided through the Plan, and, as such, it cannot
render the Plan ambiguous.
Because the Plan is unambiguous and precludes vesting of the retiree group
life benefit, the district court did not err in granting summary judgment in favor of
American General on the Appellants’ breach of contract claim. Additionally,
because the Plan is unambiguous, the Appellants cannot make out a prima facie
case of equitable estoppel. See Kane, 893 F.2d at 1285-86. Accordingly,
summary judgment was appropriate on both of these claims.
Whether the district court erred in dismissing the Appellants’ Section 502(a)(3)
breach of fiduciary duty claim.
One of the principal purposes of ERISA is “to protect . . . the interests of
participants . . . and . . . beneficiaries . . . by establishing standards of conduct,
responsibility, and obligation for fiduciaries . . . and . . . providing for appropriate
remedies . . . and ready access to the Federal courts.” ERISA § 2(b), 29 U.S.C. §
1001(b), quoted in Varity Corp. v. Howe, 516 U.S. 489, 513, 116 S. Ct. 1065,
1078, 134 L. Ed. 2d 130 (1996). In furtherance of this general objective, ERISA
Section 404(a) obligates fiduciaries to discharge their duties “solely in the interest
of the participants and beneficiaries.” ERISA § 404(a), 29 U.S.C. § 1104(a). This
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court has recognized that “[t]he responsibility attaching to fiduciary status has
been described as ‘the highest known to law.’” ITPE Pension Fund v. Hall, 334
F.3d 1011, 1013 (11th Cir. 2003) (quoting Herman v. Nationsbank Trust Co.
(Ga.), 126 F.3d 1354, 1361 (11th Cir. 1997)).
While Congress did not provide a remedy for breaches of Section 404(a)
fiduciary obligations in the specific remedial provisions found in Sections
502(a)(1) and (a)(2), the Supreme Court in Varity recognized a cause of action
under ERISA’s “catchall” provision in Section 502(a)(3), which authorizes plan
participants and beneficiaries to maintain an action to obtain “appropriate
equitable relief” to redress violations of ERISA or the terms of an ERISA-
governed plan. Varity, 516 U.S. at 512, 116 S. Ct. at 1078. According to the
Court, “given [the objectives outlined in §§ 2(b) and 404(a)], it is hard to imagine
why Congress would want to immunize breaches of fiduciary obligation that harm
individuals by denying injured beneficiaries a remedy.” Id. at 513, 116 S. Ct. at
1078.
For purposes of their Section 502(a)(3) claim, the Appellants plead in the
alternative and assume that they cannot recover under Section 502(a)(1)(B)
because the Plan is unambiguous and precludes vesting of their group life benefit.
The Appellants allege that Independent Life and American General breached their
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fiduciary obligations, not by withholding a vested benefit, but by engaging in a
systematic pattern of misrepresentation that caused the Appellants to believe that
their insurance benefit would not be changed during their retirement. According
to their complaint, “Independent Life employees were routinely told by the
company’s management that if they stayed with the company until they were
eligible for retirement, they would receive free, lifetime life insurance coverage,”
First Am. Compl. ¶20; and American General “ma[de] false representations about
the benefits provided under the plan,” id. ¶43, and “breached its duty to accurately
communicate benefits to plan participants by sending out letters to large numbers
of retirees stating that their life insurance coverage would remain in effect for their
lifetime.” Id. ¶71. The Appellants contend that they relied on these
misrepresentations to their detriment in making financial plans for themselves and
their families. Id. ¶24.
In Ervast v. Flexible Prods. Co., 346 F.3d 1007 (11th Cir. 2003), we
recognized that an ERISA participant has a right to accurate information, and that
an ERISA plan administrator’s withholding of information may give rise to a
cause of action for breach of fiduciary duty. Id. at 1016 n.10. Our sister circuits
have reached the same conclusion, consistently holding that ERISA plan
participants may state a cause of action for breach of fiduciary duty based on a
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plan administrator’s material misrepresentations or omissions. See, e.g., Unisys,
57 F.3d at 1265-69 (holding that participants in an ERISA-governed plan had
stated a claim for breach of fiduciary duty based on the plan administrator’s
repeated assurances that plan benefits could not be terminated after their
retirement); Howe, 36 F.3d at 753 (“‘Misleading communications to plan
participants regarding plan administration will support a claim for breach of
fiduciary duty.’”) (internal alterations omitted) (quoting Berlin v. Michigan Bell
Tel. Co., 858 F.2d 1154, 1163 (6th Cir. 1988)); Mullins v. Pfizer, Inc., 23 F.3d
663, 669 (2d Cir. 1994) (holding that a plan administrator’s affirmative material
misrepresentations about proposed future changes to an ERISA-governed plan are
actionable as a breach of fiduciary duty under ERISA); Bixler v. Central Pa.
Teamsters Health & Welfare Fund, 12 F.3d 1292, 1300-01 (3d Cir. 1993) (holding
that an ERISA fiduciary’s duty to provide “complete and accurate information” to
its beneficiaries “entails not only a negative duty not to misinform, but also an
affirmative duty to inform when the trustee knows that silence might be harmful”),
quoted in Ervast, 346 F.3d at 1016 n.10; Drennan v. General Motors Corp., 977
F.2d 246, 251 (6th Cir. 1992) (“Misleading communications to plan participants
regarding plan administration (for example, eligibility under a plan, the extent of
15
benefits under a plan) will support a claim for a breach of fiduciary duty.”)
(internal quotations omitted).
As an example, the Third Circuit held in Unisys, under materially
indistinguishable circumstances, that participants in an ERISA-governed plan had
stated a claim for breach of fiduciary duty based on allegations that the plan
administrator had given vague and incorrect answers to them concerning the terms
of their plan. Unisys, 57 F.3d at 1265-67. Akin to the Appellants’ allegations in
this case, the administrator in Unisys consistently misrepresented the plan over a
period of years, both orally and in writing, continually representing to its
employees that their medical benefits would continue in retirement for their
lifetimes. Id. at 1265-66. Additionally, and also similar to the Appellants’
allegations in this case, the administrator in Unisys was aware that employees
relied on these misrepresentations when planning for their retirement, but did
nothing to correct their misunderstanding and instead continued to reassure
employees, repeatedly responding to specific questions about whether retiree
benefits could change by assuring employees that they could not. Id. at 1266.
American General concedes that Unisys is indistinguishable but argues that,
in this circuit, Katz precludes relief on the Appellants’ Section 502(a)(3) claim. In
Katz, we held that an ERISA plaintiff with an “adequate remedy” under Section
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502(a)(1)(B) could not alternatively plead and proceed under Section 502(a)(3).
Katz, 197 F.3d at 1088-89. Our holding in Katz was based on our interpretation of
a passing comment in Varity, where the Supreme Court, after recognizing the
viability of a Section 502(a)(3) class action claim based on a plan administrator’s
breach of fiduciary duty, noted, in dicta, that such relief would not always be
available. Varity, 516 U.S. at 515, 116 S. Ct. at 1079. According to the Supreme
Court in Varity, Section 502(a)(3) is a “catchall” provision that authorizes only
“appropriate” equitable relief, and, thus, “where Congress elsewhere provided
adequate relief for a beneficiary’s injury, there will likely be no need for further
equitable relief, in which case such relief normally would not be ‘appropriate.’” Id.
In light of this comment in Varity, we concluded in Katz that a breach of fiduciary
duty claim could not constitute “appropriate” equitable relief within the meaning
of Section 502(a)(3) for an injury that could be adequately remedied by a cause of
action under Section 502(a)(1)(B). Katz, 197 F.3d at 1088-89.
The district court accepted American General’s argument and concluded
that Katz required dismissal of an Section 502(a)(3) claim where, as here, “the
plaintiff’s injury [could] be relieved with an award of benefits.” According to the
district court, “[i]f the remedy for [the Appellants’] injuries is an award of benefits
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under Section 502(a)(1)(B), they cannot also bring claims under Section 502(a)(3).
This is true even if Defendant breached its fiduciary duty.”
The district court’s reading of Katz, equating “remedy,” as used in Varity
and Katz, with the “relief” the Appellants seek in their complaint, is inconsistent
with Varity, where the Supreme Court recognized a cause of action under Section
502(a)(3) because the plaintiffs “had no ‘benefits due [them] under the terms of
[the] plan,’” Varity, 516 U.S. at 515, 116 S. Ct. at 1079 (quoting ERISA §
502(a)(1)(B), 29 U.S.C. § 1132(a)(1)(B)), not because an award of benefits could
not have relieved the plaintiffs’ injury. The Court noted that Section 502(a)(3)
relief was “appropriate” to address the administrator’s Section 404(a) violation
because “[the plaintiffs] must rely on [§ 502(a)(3)] or they have no remedy at all.”
Id. Thus, the relevant concern in Varity, in considering whether the plaintiffs had
stated a claim under Section 502(a)(3), was whether the plaintiffs also had a cause
of action, based on the same allegations, under Section 502(a)(1)(B) or ERISA’s
other more specific remedial provisions. As the Court explained, the purpose of
Section 502(a)(3) was to “act as a safety net, offering appropriate equitable relief
for injuries caused by violations [of ERISA] that § 502 does not elsewhere
adequately remedy.” Id. at 512, 116 S. Ct. at 1078 (emphasis added). The relief
that the plaintiffs sought in their complaint was not relevant to this inquiry.
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As we recently explained in Ogden v. Blue Bell Creameries U.S.A., Inc.,
348 F.3d 1284 (11th Cir. 2003), and as Varity itself makes clear, “[t]he central
focus of the Varity inquiry involves whether Congress has provided an adequate
remedy . . . elsewhere in the ERISA statutory framework.” Id. at 1288 (internal
quotations omitted) (emphasis added); see also Varity, 516 U.S. at 515, 116 S. Ct.
at 1079 (stating inquiry as whether “Congress elsewhere provided adequate relief
for a beneficiary’s injury”) (emphasis added). Thus, for purposes of establishing
whether the Appellants had stated a claim under Section 502(a)(3), the district
court should have considered whether the allegations supporting the Section
502(a)(3) claim were also sufficient to state a cause of action under Section
502(a)(1)(B), regardless of the relief sought, and irrespective of the Appellants’
allegations supporting their other claims.
Because the Appellants concede for purposes of this claim that they are not
entitled to the group life benefit under the terms of their plan, the Appellants
“must rely on [§ 502(a)(3)] or they have no remedy at all.” See Varity, 516 U.S. at
515, 116 S. Ct. at 1079. We cannot extend Katz to deny the Appellants the
remedy that the Supreme Court explicitly endorsed in Varity, or allow it to
effectively eviscerate ERISA’s clear mandate that fiduciaries discharge their duties
“solely in the interest of the participants and beneficiaries.” ERISA § 404(a), 29
19
U.S.C. § 1104(a). Accordingly, we must reverse the district court’s dismissal of
the Appellants’ Section 502(a)(3) claim and remand for consideration of its merits.
V. CONCLUSION
We hold that the district court properly dismissed the Appellants’ Section
502(a)(1)(B) claims, but erred in dismissing their Section 502(a)(3) claim, because
participants in an ERISA-governed plan that rely to their detriment on a
fiduciary’s misrepresentations of the plan’s terms may state a claim for
“appropriate equitable relief” under Section 502(a)(3) if they have no adequate
remedy elsewhere in ERISA’s statutory framework.
AFFIRMED in part, REVERSED in part, and REMANDED.
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