varity
howe
argued
november
decided
march
petitioner
varity
corporation
decided
transfer
divisions
subsidiary
separately
incorporated
subsidiary
massey
combines
held
meeting
persuade
employees
failing
divisions
change
employers
benefit
plans
varity
plan
administrator
well
employer
conveyed
basic
message
employees
benefits
remain
secure
transferred
fact
massey
combines
insolvent
day
created
ended
second
year
receivership
employees
transferred
lost
nonpension
benefits
employees
including
respondents
filed
action
employee
retirement
income
security
act
erisa
claiming
varity
trickery
led
withdraw
old
plan
forfeit
benefits
seeking
benefits
owed
changed
employers
district
found
among
things
varity
acting
erisa
fiduciaries
harmed
plan
beneficiaries
deliberate
deception
thereby
violated
erisa
fiduciary
obligation
administer
plan
solely
interest
plan
participants
beneficiaries
erisa
gave
respondents
right
appropriate
equitable
relief
redress
harm
deception
caused
individually
relief
included
reinstatement
old
plan
appeals
affirmed
relevant
part
held
varity
acting
erisa
fiduciary
significantly
deliberately
misled
respondents
district
factual
findings
unchallenged
varity
page
ii
adequately
support
legal
conclusion
varity
made
misrepresentations
exercising
discretionary
authority
respecting
plan
management
administration
within
meaning
erisa
found
key
meeting
largely
benefits
documents
presented
described
benefits
detail
explained
similarity
past
future
plans
principle
assured
employees
continue
receive
similar
benefits
practice
offer
beneficiaries
detailed
plan
information
order
help
decide
whether
remain
plan
essentially
exercise
power
appropriate
carrying
important
plan
purpose
moreover
materials
used
meeting
came
firm
authority
communicate
fiduciaries
beneficiaries
finally
reasonable
employees
circumstances
found
district
thought
varity
communicating
employer
plan
administrator
pp
misleading
respondents
varity
violated
fiduciary
obligations
erisa
imposes
upon
plan
administrators
participate
knowingly
significantly
deceiving
plan
beneficiaries
order
save
employer
money
beneficiaries
expense
act
solely
interest
participants
beneficiaries
basis
statute
special
interpretation
might
insulate
varity
legal
consequences
kind
conduct
often
creates
liability
even
among
strangers
pp
erisa
authorizes
lawsuits
individualized
equitable
relief
breach
fiduciary
obligations
decision
massachusetts
mut
life
ins
russell
permits
actions
appropriate
relief
provide
individual
relief
mean
relief
appropriate
subsection
language
found
limiting
russell
appears
authorizes
relief
plan
subsection
another
remedial
provision
subsection
provided
remedy
russell
plaintiff
injury
whereas
respondents
remedy
unable
proceed
subsection
granting
individual
relief
also
consistent
erisa
language
structure
purpose
subsection
language
broad
enough
cover
individual
relief
breach
fiduciary
obligation
statutory
language
supports
conclusion
nothing
erisa
structure
indicates
congress
intended
contain
exclusive
set
remedies
every
kind
fiduciary
breach
fact
structure
suggests
congress
intended
general
catchall
provisions
subsections
page
iii
act
safety
net
offering
appropriate
equitable
relief
injuries
caused
violations
elsewhere
adequately
remedy
contrary
varity
argument
nothing
legislative
history
conflicts
interpretation
erisa
general
purpose
protecting
beneficiaries
interests
also
favors
reading
provides
respondents
remedy
amici
concerns
permitting
individual
relief
upset
another
congressional
purpose
need
sensible
administrative
system
seem
unlikely
materialize
pp
breyer
delivered
opinion
rehnquist
stevens
kennedy
souter
ginsburg
joined
thomas
filed
dissenting
opinion
scalia
joined
varity
howe
justice
breyer
delivered
opinion
group
beneficiaries
firm
employee
welfare
benefit
plan
protected
employee
retirement
income
security
act
erisa
stat
amended
et
seq
ed
sued
plan
administrator
also
employer
claim
administrator
trickery
led
withdraw
plan
forfeit
benefits
seek
among
things
order
essence
reinstate
participant
employer
erisa
plan
lower
courts
entered
judgment
employees
favor
agreed
review
judgment
conducting
review
question
lower
courts
findings
serious
deception
employer
instead
consider
three
legal
questions
first
factual
circumstances
determined
lower
courts
employer
acting
capacity
erisa
fiduciary
significantly
deliberately
misled
beneficiaries
second
misleading
beneficiaries
employer
violate
fiduciary
obligations
erisa
imposes
upon
plan
administrators
third
erisa
authorize
erisa
plan
beneficiaries
bring
lawsuit
one
varity
howe
seeks
relief
individual
beneficiaries
harmed
administrator
breach
fiduciary
obligations
answer
questions
beneficiaries
favor
therefore
affirm
judgment
appeals
key
facts
found
district
trial
include
following
charles
howe
respondents
used
work
farm
equipment
manufacturer
subsidiary
petitioner
varity
corporation
since
lower
courts
found
varity
alter
egos
shall
refer
interchangeably
employees
participants
beneficiaries
employee
welfare
benefit
plan
plan
administered
varity
became
concerned
divisions
losing
much
money
developed
business
plan
deal
problem
business
plan
varity
called
project
sunshine
amounted
placing
many
varity
eggs
one
financially
rickety
basket
called
transfer
divisions
along
various
debts
newly
created
separately
incorporated
subsidiary
called
massey
combines
plan
foresaw
possibility
massey
combines
fail
viewed
failure
varity
business
perspective
closer
victory
defeat
massey
combine
failure
eliminate
several
varity
poorly
performing
divisions
also
eradicate
various
debts
varity
transfer
massey
combines
absence
reorganization
varity
profitable
subsidiaries
divisions
might
pay
varity
howe
among
obligations
varity
hoped
reorganization
eliminate
arising
benefit
plan
promises
pay
medical
nonpension
benefits
employees
divisions
rather
terminate
benefits
directly
retained
right
varity
attempted
avoid
undesirable
fallout
accompanied
cancellation
inducing
failing
divisions
employees
switch
employers
thereby
voluntarily
release
obligation
provide
benefits
effectively
substituting
new
massey
combines
benefit
plan
former
plan
insofar
employees
subsequent
massey
combines
failure
eliminate
simply
automatically
without
distressing
remaining
employees
otherwise
obligation
pay
employees
benefits
persuade
employees
failing
divisions
accept
change
employer
benefit
plan
varity
called
together
special
meeting
talked
massey
combines
future
business
outlook
likely
financial
viability
security
employee
benefits
thrust
varity
remarks
shall
discuss
greater
detail
infra
employees
benefits
remain
secure
voluntarily
transferred
massey
combines
varity
knew
however
reality
different
indeed
district
found
massey
combines
insolvent
day
creation
hid
million
negative
net
worth
overvaluing
assets
underestimating
liabilities
presentation
employees
accepted
varity
assurances
voluntarily
agreed
transfer
varity
also
unilaterally
assigned
massey
combines
benefit
obligations
owed
varity
howe
workers
retired
prior
reorganization
without
requesting
permission
informing
assignment
unfortunately
employees
massey
combines
ended
first
year
loss
million
ended
second
year
receivership
employees
lost
nonpension
benefits
many
employees
along
several
retirees
whose
benefit
obligations
varity
assigned
massey
combines
others
whose
claims
consider
brought
lawsuit
seeking
benefits
owed
old
plan
transferred
massey
combines
trial
district
found
among
things
varity
acting
erisa
fiduciaries
harmed
plan
beneficiaries
deliberate
deception
held
varity
thereby
violated
fiduciary
obligation
administer
benefit
plan
solely
interest
participants
beneficiaries
plan
erisa
added
erisa
gave
former
employees
right
appropriate
equitable
relief
redress
harm
deception
caused
individually
among
remedies
considered
appropriate
equitable
relief
order
reinstate
former
employees
plan
continued
provide
benefits
employees
profitable
divisions
also
ordered
certain
monetary
relief
issue
appeals
later
affirmed
district
determinations
relevant
part
granted
certiorari
case
primarily
courts
appeals
disagreed
proper
interpretation
erisa
provision
varity
howe
district
held
authorized
lawsuit
relief
case
courts
appeals
held
section
applied
claim
breach
fiduciary
obligation
authorize
awards
relief
individuals
instead
authorizes
suits
obtain
relief
plan
example
beneficiary
sues
representative
capacity
seeking
compel
dishonest
fiduciary
return
embezzled
funds
plan
see
mcleod
oregon
lithoprint
simmons
southern
bell
telephone
telegraph
courts
appeals
eighth
circuit
case
read
limitation
statute
see
bixler
central
pennsylvania
teamsters
health
welfare
fund
anweiler
american
electric
power
service
varity
raised
two
additional
issues
first
varity
points
relevant
erisa
section
imposes
liability
upon
plan
fiduciaries
argues
acting
employer
plan
fiduciary
deceived
employees
second
argues
event
conduct
violate
fiduciary
standard
erisa
imposes
consider
three
issues
fairly
within
scope
questions
varity
posed
petition
certiorari
although
respect
workers
deceived
varity
construe
varity
petition
sufficiently
call
question
district
holding
varity
breached
fiduciary
duty
respect
retirees
whose
benefit
obligations
involuntarily
assigned
massey
combines
limitations
mind
turn
questions
presented
ii
erisa
protects
employee
pensions
benefits
providing
insurance
vested
pension
rights
see
varity
howe
erisa
et
seq
specifying
certain
plan
characteristics
detail
pensions
vest
see
setting
forth
certain
general
fiduciary
duties
applicable
management
pension
nonpension
benefit
plans
see
case
interpret
apply
general
fiduciary
duties
several
related
statutory
provisions
recognize
fiduciary
duties
draw
much
content
common
law
trusts
law
governed
benefit
plans
erisa
enactment
see
central
southeast
southwest
areas
pension
fund
central
transport
ather
explicitly
enumerating
powers
duties
trustees
fiduciaries
congress
invoked
common
law
trusts
define
general
scope
authority
responsibility
pp
legislative
history
employment
retirement
income
security
act
committee
print
compiled
senate
subcommittee
labor
committee
labor
public
welfare
library
congress
ser
pp
hereinafter
leg
hist
bogert
bogert
law
trusts
trustees
rev
ed
also
recognize
however
trust
law
tell
entire
story
erisa
standards
procedural
protections
partly
reflect
congressional
determination
common
law
trusts
offer
completely
satisfactory
protection
see
erisa
see
also
supra
leg
hist
conf
pp
leg
hist
even
respect
fiduciary
standards
erisa
imposes
congress
expect
ed
courts
interpret
prudent
man
rule
fiduciary
standards
bearing
mind
special
varity
howe
nature
purpose
employee
benefit
plans
leg
hist
develop
federal
common
law
rights
obligations
plans
firestone
tire
rubber
bruch
quoting
pilot
life
ins
dedeaux
consequently
believe
law
trusts
often
inform
necessarily
determine
outcome
effort
interpret
erisa
fiduciary
duties
instances
trust
law
offer
starting
point
courts
must
go
ask
whether
extent
language
statute
structure
purposes
require
departing
trust
requirements
courts
may
take
account
competing
congressional
purposes
congress
desire
offer
employees
enhanced
protection
benefits
one
hand
desire
create
system
complex
administrative
costs
litigation
expenses
unduly
discourage
employers
offering
welfare
benefit
plans
first
place
compare
erisa
schoonejongen
slip
mertens
hewitt
associates
followed
approach
interpreting
applying
statutory
provisions
us
begin
question
varity
fiduciary
status
relevant
part
statute
says
person
fiduciary
respect
plan
therefore
subject
erisa
fiduciary
duties
extent
exercises
discretionary
authority
discretionary
control
respecting
management
plan
discretionary
authority
discretionary
responsibility
administration
plan
erisa
varity
howe
varity
employer
benefit
plan
administrator
erisa
permits
compare
erisa
employer
circumstances
default
plan
administrator
nlrb
amax
coal
common
law
trusts
prohibits
fiduciaries
holding
positions
create
conflict
interest
trust
beneficiaries
bogert
bogert
supra
obviously
varity
business
activities
involved
plan
management
administration
varity
argues
communicated
workers
transferring
massey
combines
administering
managing
plan
rather
acting
capacity
employer
plan
administrator
district
however
held
misrepresentations
regarding
employee
benefits
made
varity
wearing
fiduciary
well
employer
hat
reviewing
legal
conclusion
give
deference
factual
findings
district
recognizing
comparative
advantage
understanding
specific
context
events
case
occurred
believe
factual
findings
varity
challenge
adequately
support
district
holding
varity
exercising
discretionary
authority
respecting
plan
management
administration
made
misrepresentations
legal
holding
independently
reviewed
relevant
factual
circumstances
include
following
spring
varity
summoned
employees
divisions
meeting
corporate
headquarters
presentation
employees
saw
videotaped
message
ivan
porter
varity
massey
combines
president
also
received
four
documents
varity
howe
detailed
comparison
employee
benefits
offered
offered
massey
combines
sheet
transcript
porter
videotape
cover
letter
acceptance
form
documents
discussed
employee
benefits
benefit
plans
briefly
general
terms
others
length
detail
longest
document
benefits
comparison
contained
fairly
detailed
description
benefit
plans
object
show
transfer
employees
benefits
remain
says
example
plan
diagnostic
laboratory
expenses
paid
basis
reasonable
customary
charges
services
app
repeats
sentence
describing
massey
combines
diagnostic
laboratory
expenses
benefits
ibid
describes
different
benefits
way
eight
questions
answers
sheet
include
three
relate
welfare
benefits
erisa
pension
plan
varity
also
administered
happens
benefits
pension
transfer
mcc
massey
combines
pay
levels
benefit
programmes
remain
unchanged
loss
seniority
pensionable
service
expect
terms
conditions
employment
change
employment
conditions
future
depend
ability
make
massey
combines
corporation
success
changes
considered
necessary
appropriate
made
pensions
protected
mcc
varity
howe
responsibility
pension
benefits
earned
employees
transferring
massey
combines
corporation
assumed
massey
combines
corporation
pension
plan
assets
held
massey
ferguson
pension
plan
fund
benefits
determined
actuarial
calculations
transferred
massey
combines
corporation
plan
benefits
assets
protected
legislation
protect
massey
ferguson
pension
plan
change
pension
benefits
result
transfer
massey
combines
corporation
financial
restructuring
created
massey
combines
corporation
provide
funds
necessary
ensure
future
viability
believe
continued
help
support
make
massey
combines
corporation
kind
successful
business
enterprise
want
work
transfer
employment
massey
combines
corporation
pay
levels
benefit
programs
remain
unchanged
loss
seniority
pensionable
service
employment
conditions
future
depend
success
massey
combines
corporation
changes
deemed
appropriate
necessary
made
finally
despite
depression
persists
north
american
economy
excited
future
massey
combines
corporation
varity
howe
enable
us
accept
employee
massey
combines
corporation
continue
process
payment
benefits
require
complete
information
return
letter
accept
employment
massey
combines
corporation
pay
levels
benefit
programs
remain
unchanged
loss
seniority
pensionable
service
employment
conditions
future
depend
ability
make
massey
combines
corporation
success
changes
considered
necessary
appropriate
made
optimistic
new
company
bright
future
excited
new
challenges
facing
us
order
ensure
uninterrupted
continuation
pay
benefits
please
return
signed
acceptance
employment
varity
howe
decide
whether
varity
actions
fall
within
statutory
definition
fiduciary
acts
must
interpret
statutory
terms
limit
scope
fiduciary
activity
discretionary
acts
plan
management
administration
erisa
words
activity
issue
neither
falls
clearly
within
outside
common
understanding
words
dissent
looks
dictionary
interpretive
assistance
see
post
though
dictionaries
sometimes
help
matters
believe
important
look
common
law
years
given
terms
fiduciary
trust
administration
legal
meaning
normally
presume
congress
meant
refer
see
nationwide
mut
ins
darden
ordinary
trust
law
understanding
fiduciary
administration
trust
act
administrator
perform
duties
imposed
exercise
powers
conferred
trust
documents
see
restatement
second
trusts
jur
trusts
cf
erisa
law
trusts
also
understands
trust
document
implicitly
confer
powers
necessary
appropriate
carrying
purposes
trust
scott
fratcher
law
trusts
ed
see
also
bogert
bogert
law
trusts
trustees
central
conveying
information
likely
future
plan
benefits
thereby
permitting
beneficiaries
make
informed
choice
continued
participation
seem
exercise
power
appropriate
carrying
important
plan
purpose
erisa
specifically
requires
administrators
give
beneficiaries
certain
information
plan
see
erisa
administrators
part
administrative
responsibilities
frequently
offer
beneficiaries
minimum
varity
howe
information
statute
requires
example
answering
beneficiaries
questions
meaning
terms
plan
beneficiaries
easily
obtain
plan
benefits
offer
beneficiaries
detailed
plan
information
order
help
decide
whether
remain
plan
essentially
kind
activity
cf
restatement
second
agency
determining
whether
activity
within
scope
employment
part
examining
whether
general
nature
authorized
moreover
far
record
reveals
porter
letter
videotape
documents
came
within
firm
authority
communicate
fiduciaries
plan
beneficiaries
varity
claim
authorized
special
individuals
connected
meeting
documents
speak
plan
administrators
see
plan
may
describe
procedure
plan
allocation
responsibilities
operation
administration
plan
finally
reasonable
employees
circumstances
found
district
thought
varity
communicating
capacity
employer
capacity
plan
administrator
reasonable
employees
might
distinguished
consciously
two
roles
known
employer
plan
administrator
expert
knowledge
plan
worked
central
conclusion
benefits
secure
well
drawn
strength
awareness
expertise
one
reasonably
believe
employer
aware
importance
matter
intended
conclude
therefore
factual
context
statements
made
combined
nature
activity
engaged
varity
howe
authority
together
provide
sufficient
support
district
legal
conclusion
varity
acting
fiduciary
varity
raises
three
contrary
arguments
first
varity
argues
engaged
plan
administration
neither
specific
disclosure
provisions
erisa
specific
terms
plan
instruments
app
required
make
statements
mean
varity
engaging
plan
administration
making
dissent
seems
suggest
see
post
plan
trust
administration
simply
complying
specific
duties
imposed
plan
documents
statutory
regime
also
includes
activities
ordinary
natural
means
achieving
objective
plan
bogert
bogert
supra
indeed
primary
function
fiduciary
duty
constrain
exercise
discretionary
powers
controlled
specific
duty
imposed
trust
instrument
legal
regime
fiduciary
duty
applied
nothing
activities
already
controlled
specific
legal
duties
serve
purpose
second
varity
says
made
statements
worried
district
statements
massey
combines
bright
future
must
speaking
employer
fiduciary
statements
new
subsidiary
financial
future
virtually
nothing
administering
benefit
plans
argument
parses
meeting
communications
finely
ultimate
message
varity
intended
convey
benefits
secure
depended
part
upon
repeated
assurances
benefits
remain
unchanged
part
upon
detailed
comparison
benefits
part
upon
assurances
massey
combines
bright
financial
future
varity
workers
necessarily
focused
upon
varity
howe
underlying
supporting
statement
separately
primarily
interested
primarily
interested
district
truthfulness
ultimate
conclusion
transferring
massey
combines
adversely
affect
security
benefits
present
context
see
supra
varity
statements
security
benefits
amounted
act
plan
administration
varity
intentionally
communicated
conclusion
closely
linked
set
statements
directly
concerning
plan
benefits
others
concerning
viability
corporation
change
conclusion
hold
dissent
suggests
post
varity
acted
fiduciary
simply
made
statements
expected
financial
condition
ordinary
business
decision
turn
ed
adverse
impact
plan
post
instead
accept
undisputed
facts
found
factual
inferences
drawn
district
namely
varity
intentionally
connected
statements
massey
combines
financial
health
statements
made
future
benefits
intended
communication
security
benefits
rendered
materially
misleading
see
app
pet
cert
hold
making
intentional
representations
future
plan
benefits
context
act
plan
administration
third
varity
says
employer
decision
amend
terminate
plan
varity
right
act
plan
administration
see
slip
asks
conveying
information
likelihood
termination
act
plan
administration
may
true
amending
terminating
plan
trust
beyond
power
plan
administrator
trustee
therefore
act
plan
management
administration
varity
howe
follow
making
statements
likely
future
plan
also
beyond
scope
plan
administration
explained
plan
administrators
often
commonly
exercise
discretionary
authority
communicate
beneficiaries
future
plan
benefits
second
question
whether
varity
deception
violated
fiduciary
obligations
calls
brief
affirmative
answer
erisa
requires
fiduciary
discharge
duties
respect
plan
solely
interest
participants
beneficiaries
erisa
participate
knowingly
significantly
deceiving
plan
beneficiaries
order
save
employer
money
beneficiaries
expense
act
solely
interest
participants
beneficiaries
courts
held
ying
inconsistent
duty
loyalty
owed
fiduciaries
codified
section
erisa
peoria
union
stock
yards
penn
mut
life
ins
see
also
central
erisa
fiduciary
duty
includes
duty
loyalty
bogert
bogert
law
trusts
trustees
duty
loyalty
requires
trustee
deal
fairly
honestly
beneficiaries
scott
fratcher
law
trusts
pp
restatement
second
trusts
breach
duty
sufficient
uphold
decision
need
reach
question
whether
erisa
fiduciaries
fiduciary
duty
disclose
truthful
information
initiative
response
employee
inquiries
recognize
mentioned
apply
trust
standards
bearing
mind
special
nature
purpose
employee
benefit
plans
conf
leg
hist
varity
howe
find
adequate
basis
statute
otherwise
special
interpretation
might
insulate
varity
acting
fiduciary
legal
consequences
kind
conduct
intentional
misrepresentation
often
creates
liability
even
among
strangers
aware
varity
suggests
one
possible
reason
departure
ordinary
trust
law
principles
arguing
erisa
remedies
breaches
fiduciary
obligation
varity
says
congress
intended
erisa
fiduciary
standards
protect
financial
integrity
plan
individual
beneficiaries
intent
says
varity
shown
fact
congress
provide
remedies
individuals
harmed
breaches
rather
congress
limited
relief
remedies
benefit
plan
argument
fails
however
view
congress
provide
remedies
individual
beneficiaries
harmed
breaches
fiduciary
duty
shall
next
discuss
remaining
question
us
whether
remedial
provision
erisa
beneficiaries
invoked
erisa
authorizes
lawsuit
individual
relief
subsection
third
six
subsections
contained
within
erisa
civil
enforcement
provision
stood
times
relevant
lawsuit
sec
civil
action
may
brought
participant
beneficiary
relief
provided
subsection
section
providing
liquidated
damages
failure
provide
certain
information
request
recover
benefits
due
terms
plan
enforce
rights
terms
plan
clarify
rights
future
benefits
terms
plan
varity
howe
secretary
participant
beneficiary
fiduciary
appropriate
relief
section
entitled
liability
breach
fiduciary
duty
participant
beneficiary
fiduciary
enjoin
act
practice
violates
provision
title
terms
plan
obtain
appropriate
equitable
relief
redress
violations
ii
enforce
provisions
title
terms
plan
secretary
participant
beneficiary
appropriate
relief
case
violation
requiring
disclosure
certain
tax
registration
statements
except
otherwise
provided
subsection
secretary
enjoin
act
practice
violates
provision
title
obtain
appropriate
equitable
relief
redress
violation
ii
enforce
provision
title
secretary
collect
civil
penalty
subsection
erisa
ed
emphasis
added
step
one
section
second
subsection
says
plaintiff
may
bring
civil
action
appropriate
relief
section
varity
howe
step
two
section
turn
reads
liability
breach
fiduciary
duty
step
three
massachusetts
mut
life
ins
russell
pointed
language
concluded
section
companion
remedial
provision
subsection
two
authorize
plaintiff
suit
compensatory
punitive
damages
administrator
wrongfully
delayed
payment
benefit
claim
first
two
italicized
phrases
said
show
draftsmen
primarily
concerned
possible
misuse
plan
assets
remedies
protect
entire
plan
rather
rights
individual
beneficiary
emphasis
added
added
context
last
italicized
phrase
equitable
remedial
relief
authorize
relief
except
plan
step
four
light
russell
well
erisa
language
structure
purposes
one
read
third
subsection
subsection
us
including
appropriate
kind
action
action
individual
rather
plan
relief
found
congress
excluded
subsection
two
varity
howe
point
however
must
disagree
varity
reexamined
russell
well
relevant
statutory
language
structure
purpose
view
support
beneficiaries
view
statute
varity
first
russell
discusses
second
subsection
third
subsection
language
found
limiting
appears
statutory
section
second
subsection
third
russell
plaintiff
expressly
disavowed
reliance
third
subsection
perhaps
seeking
compensatory
punitive
damages
subsection
three
authorizes
equitable
relief
see
mertens
compensatory
punitive
damages
equitable
relief
within
meaning
subsection
three
erisa
authorizing
equitable
remedial
relief
emphasis
added
russell
involved
complicating
factor
present
another
remedial
provision
subsection
one
already
provided
specific
relief
sort
injury
plaintiff
suffered
wrongful
denial
benefits
said
nothing
recovery
extracontractual
damages
possible
consequences
delay
plan
administrators
processing
disputed
claim
russell
supra
differences
lead
us
conclude
russell
control
either
implicitly
explicitly
outcome
case
us
second
subsection
three
language
favor
varity
words
subsection
three
appropriate
equitable
relief
redress
act
practice
violates
provision
title
broad
enough
cover
individual
relief
breach
fiduciary
obligation
varity
argues
title
liability
breach
fiduciary
duty
means
companion
subsection
two
cover
liability
title
provision
says
varity
howe
language
statute
suggests
contrary
section
added
calculates
certain
civil
penalty
percentage
sum
ordered
paid
fiduciary
plan
participants
beneficiaries
subsection
five
subsection
five
identical
subsection
three
except
authorizes
suits
secretary
rather
participants
beneficiaries
compare
new
provision
therefore
seems
foresee
instances
sort
relief
provided
subsection
five
implication
subsection
three
include
award
participants
beneficiaries
rather
plan
breach
fiduciary
obligation
third
statute
structure
offers
varity
little
support
varity
notes
second
subsection
refers
specifically
breaches
fiduciary
duty
third
subsection
refers
kind
catchall
erisa
title
one
violations
argues
canon
statutory
construction
namely
specific
governs
general
means
specific
second
fiduciary
breach
subsection
makes
general
third
catchall
subsection
inapplicable
claims
fiduciary
breach
canons
construction
however
simply
rules
thumb
sometimes
help
courts
determine
meaning
legislation
connecticut
nat
bank
germain
apply
canon
properly
one
must
understand
rationale
understood
present
canon
specific
governs
general
warning
applying
general
provision
undermine
limitations
created
specific
provision
see
morales
trans
world
airlines
fourco
glass
transmirra
products
yet
case
varity
howe
one
believe
congress
intended
specific
remedies
limitation
contrary
one
read
reflecting
special
congressional
concern
plan
asset
management
without
also
finding
congress
intended
section
contain
exclusive
set
remedies
every
kind
fiduciary
breach
erisa
makes
clear
fiduciary
obligations
addition
managing
plan
assets
see
defining
fiduciary
one
exercises
discretionary
authority
respecting
management
plan
respecting
management
disposition
assets
emphasis
added
example
dissent
concedes
post
plan
administrator
engages
fiduciary
act
making
discretionary
determination
whether
claimant
entitled
benefits
terms
plan
documents
see
dept
labor
interpretive
bulletin
cfr
plan
employee
final
authority
authorize
disallow
benefit
payments
cases
dispute
exists
interpretation
plan
provisions
fiduciary
moore
reynolds
metals
retirement
program
birmingham
intern
retirement
plan
pointed
russell
erisa
specifically
provides
remedy
breaches
fiduciary
duty
respect
interpretation
plan
documents
payment
claims
one
outside
framework
second
subsection
one
runs
directly
injured
beneficiary
see
also
firestone
conclude
congress
provided
yet
remedies
yet
breaches
sorts
fiduciary
obligation
another
catchall
remedial
section
reading
consistent
overall
structure
varity
howe
four
section
six
subsections
focus
upon
specific
areas
first
wrongful
denial
benefits
information
second
fiduciary
obligations
related
plan
financial
integrity
fourth
tax
registration
sixth
civil
penalties
language
two
subsections
third
fifth
creates
two
catchalls
providing
appropriate
equitable
relief
statutory
violation
structure
suggests
catchall
provisions
act
safety
net
offering
appropriate
equitable
relief
injuries
caused
violations
elsewhere
adequately
remedy
contrary
varity
argument
nothing
legislative
history
conflicts
interpretation
see
leg
hist
describing
senate
version
enforcement
provisions
intended
provide
secretary
participants
beneficiaries
broad
remedies
redressing
preventing
violations
erisa
leg
hist
describing
house
version
identical
terms
fourth
erisa
basic
purposes
favor
reading
third
subsection
provides
plaintiffs
remedy
statute
says
seeks
protect
interests
participants
beneficiaries
establishing
standards
conduct
responsibility
obligation
fiduciaries
providing
appropriate
remedies
ready
access
federal
courts
erisa
varity
howe
amici
supporting
varity
find
strong
contrary
argument
important
subsidiary
congressional
purpose
need
sensible
administrative
system
say
holding
act
permits
individuals
enforce
fiduciary
obligations
owed
directly
individuals
threatens
increase
cost
welfare
benefit
plans
thereby
discourage
employers
offering
consider
plan
administrator
decision
pay
surgery
ground
falls
outside
plan
coverage
present
courts
review
decisions
degree
deference
administrator
provided
benefit
plan
gives
administrator
fiduciary
discretionary
authority
determine
eligibility
benefits
construe
terms
plan
firestone
supra
happen
ask
amici
beneficiary
repackage
denial
benefits
claim
claim
breach
fiduciary
duty
ask
forgo
deference
hold
administrator
rigid
level
conduct
expected
fiduciaries
consequence
two
incompatible
legal
standards
courts
hearing
benefit
claim
disputes
depending
upon
whether
beneficiary
claimed
simply
denial
benefits
virtually
identical
breach
fiduciary
duty
see
brief
chamber
commerce
amicus
curiae
consider
add
medical
review
board
trying
decide
whether
certain
proposed
surgery
medically
necessary
board
awareness
duty
loyalty
beneficiary
risk
inadequate
attention
countervailing
important
need
constrain
costs
order
preserve
plan
funds
thus
amici
warn
legally
enforceable
duty
loyalty
extends
beyond
plan
asset
management
individual
beneficiaries
risk
adverse
consequences
administrators
tend
interpret
plan
varity
howe
documents
requiring
payments
individuals
instead
trying
preserve
plan
assets
nonexpert
courts
try
supervise
closely
second
guess
often
technical
decisions
plan
administrators
lawyers
complicate
ordinary
benefit
claims
dressing
fiduciary
duty
clothing
need
avoid
consequences
conclude
requires
us
accept
varity
position
concerns
amici
raise
seem
us
unlikely
materialize
however
several
reasons
first
fiduciary
obligation
enforceable
beneficiaries
seeking
relief
necessarily
favor
payment
nonpayment
common
law
trusts
recognizes
need
preserve
assets
satisfy
future
well
present
claims
requires
trustee
take
impartial
account
interests
beneficiaries
see
restatement
second
trusts
discussing
duty
impartiality
second
characterizing
denial
benefits
breach
fiduciary
duty
necessarily
change
standard
apply
reviewing
administrator
decision
deny
benefits
firestone
authorized
deferential
review
plan
gives
administrator
discretionary
authority
based
decision
upon
trust
doctrines
govern
standards
fiduciary
conduct
see
restatement
second
trusts
discretion
conferred
upon
trustee
respect
exercise
power
exercise
subject
control
except
prevent
abuse
trustee
discretion
quoted
firestone
third
statute
authorizes
appropriate
equitable
relief
expect
courts
fashioning
appropriate
equitable
relief
keep
mind
special
nature
purpose
employee
benefit
plans
respect
policy
choices
reflected
varity
howe
inclusion
certain
remedies
exclusion
others
pilot
life
ins
see
also
russell
mertens
thus
expect
congress
elsewhere
provided
adequate
relief
beneficiary
injury
likely
need
equitable
relief
case
relief
normally
appropriate
cf
russell
supra
case
plaintiffs
case
proceed
first
subsection
longer
members
plan
therefore
benefits
due
terms
plan
proceed
second
subsection
provision
tied
provide
remedy
individual
beneficiaries
russell
supra
must
rely
third
subsection
remedy
aware
purpose
denial
remedy
serve
rather
believe
granting
remedy
consistent
literal
language
statute
act
purposes
trust
law
reasons
judgment
appeals
affirmed
varity
howe
massachusetts
mut
life
ins
russell
held
actions
fiduciary
breach
ed
provisions
erisa
specifically
designed
civil
enforcement
fiduciary
duties
must
brought
representative
capacity
behalf
plan
whole
today
holds
catchall
remedial
provision
directly
follows
provides
individual
relief
fiduciary
breach
found
unavailable
holding
squared
text
structure
erisa
reach
requires
repudiation
much
reasoning
russell
also
finds
varity
subject
fiduciary
obligations
erisa
engaged
activity
nature
plan
participants
reasonably
perceived
conducted
employer
capacity
plan
fiduciary
ante
holding
like
first
basis
statutory
text
holdings
fundamentally
odds
statutory
scheme
enacted
congress
respectfully
dissent
varity
howe
erisa
observed
comprehensive
reticulated
statute
product
decade
congressional
study
nation
private
employee
benefit
system
mertens
hewitt
associates
quoting
nachman
pension
benefit
guaranty
corporation
act
enormously
complex
detailed
statute
resolved
innumerable
disputes
powerful
competing
interests
favor
potential
plaintiffs
given
evident
care
erisa
crafted
traditionally
reluctant
tamper
enforcement
scheme
embodied
statute
russell
supra
accordingly
repeatedly
declined
invitations
plan
participants
beneficiaries
extend
benefits
remedies
specifically
authorized
statutory
text
see
mertens
supra
rejecting
claim
erisa
affords
cause
action
nonfiduciary
knowingly
participates
fiduciary
breach
russell
supra
declining
invitation
create
implied
private
cause
action
extracontractual
damages
pilot
life
ins
dedeaux
holding
civil
enforcement
scheme
supplemented
state
law
remedies
varity
howe
person
fiduciary
respect
plan
breaches
responsibilities
obligations
duties
imposed
upon
fiduciaries
subchapter
shall
personally
liable
make
good
plan
losses
plan
resulting
breach
restore
plan
profits
fiduciary
made
use
assets
plan
fiduciary
shall
subject
equitable
remedial
relief
may
deem
appropriate
including
removal
fiduciary
codified
plaintiffs
case
chose
proceed
carefully
constructed
framework
designed
specifically
provide
cause
action
claims
fiduciary
breach
instead
plaintiffs
brought
claims
breach
fiduciary
duty
act
claim
provides
alternative
basis
relief
section
codified
ed
catchall
remedial
provision
authorizes
civil
action
participant
beneficiary
fiduciary
enjoin
act
practice
violates
provision
subchapter
terms
plan
varity
howe
obtain
appropriate
equitable
relief
redress
violations
ii
enforce
provisions
subchapter
terms
plan
respondents
decision
proceed
catchall
provision
instead
obviously
motivated
decision
russell
supra
held
russell
authorizes
recovery
plan
entity
allow
recovery
individual
plan
participants
see
also
congress
intend
section
authorize
relief
except
plan
respondents
however
seek
relief
behalf
plan
rather
wish
recover
individually
reserved
question
whether
relief
might
available
individuals
russell
respondents
rightly
understood
provision
offer
possible
route
securing
desired
relief
read
vacuum
however
find
respondents
favor
congress
went
great
lengths
enumerate
erisa
fiduciary
obligations
duties
see
create
liability
breach
obligations
see
authorize
civil
suit
enforce
provisions
see
section
contrast
generally
worded
provision
fails
even
mention
fiduciary
duty
commonplace
statutory
construction
specific
governs
general
morales
trans
varity
howe
world
airlines
citing
crawford
fitting
gibbons
law
settled
owever
inclusive
may
general
language
statute
held
apply
matter
specifically
dealt
another
part
enactment
fourco
glass
transmirra
products
citations
omitted
particularly
true
congress
enacted
comprehensive
scheme
deliberately
targeted
specific
problems
specific
solutions
see
per
curiam
basic
principle
statutory
construction
applies
particularly
two
provisions
interrelated
closely
positioned
fact
parts
statutory
scheme
applying
basic
rule
statutory
construction
conclude
congress
intended
provide
exclusive
mechanism
bringing
claims
breach
fiduciary
duty
congress
intended
allow
individual
plan
participants
secure
equitable
relief
fiduciary
breaches
presume
made
clear
provisions
specifically
enacted
address
breach
fiduciary
duty
see
russell
rejecting
claim
extracontractual
damages
failure
timely
provide
benefits
part
statutory
provision
explicitly
authorizing
varity
howe
beneficiary
bring
action
enforce
rights
plan
says
nothing
recovery
extracontractual
damages
citation
omitted
fact
congress
provide
equitable
relief
authorizes
equitable
remedial
relief
may
deem
appropriate
redress
breach
fiduciary
duty
allowed
relief
recovered
plan
congress
extend
equitable
relief
individual
plan
participants
reversed
appeals
russell
holding
see
thus
accept
majority
position
conclude
congress
forgot
provide
individual
relief
clearly
intended
provide
individual
relief
catchall
provision
fails
even
mention
fiduciary
breach
uses
language
identical
already
held
authorizes
equitable
relief
behalf
plan
compare
authorizing
equitable
relief
may
deem
appropriate
authorizing
appropriate
equitable
relief
disagree
majority
strained
statutory
interpretation
case
assumption
inadvertent
omission
rendered
especially
suspect
upon
close
consideration
erisa
interlocking
interrelated
interdependent
remedial
scheme
turn
part
comprehensive
reticulated
statute
russell
supra
quoting
nachman
pension
benefit
guaranty
corporation
see
also
mackey
lanier
collection
agency
service
varity
howe
majority
reading
also
renders
portion
superfluous
today
holds
authorizes
relief
breaches
fiduciary
duty
section
must
authorize
relief
behalf
plan
well
behalf
individuals
nothing
limits
relief
solely
individuals
holds
enforceable
provides
protection
primarily
exclusively
plan
see
russell
supra
allows
plan
participants
secure
equitable
relief
behalf
plan
promise
appropriate
equitable
relief
plan
entirely
redundant
thus
violates
yet
another
rule
statutory
construction
namely
courts
disfavor
interpretations
statutes
render
language
superfluous
connecticut
nat
bank
germain
course
result
avoided
simply
reading
statute
written
respecting
varity
howe
canon
specific
enactments
trump
general
ones
carefully
constructed
statutes
like
erisa
simply
case
specific
governing
general
however
case
solely
interrelationship
every
turn
lies
statutory
proof
majority
ignores
congress
never
intended
authorize
individual
plan
participants
secure
relief
fiduciary
breach
erisa
majority
also
gives
short
shrift
decision
russell
see
ante
overlooking
language
structure
erisa
reasoning
russell
majority
able
reach
conclusion
begin
failure
address
reasoning
analysis
russell
held
russell
actions
breach
fiduciary
duty
must
brought
representative
capacity
behalf
plan
whole
holding
russell
applied
reserved
question
individual
relief
see
majority
concludes
russell
control
either
implicitly
explicitly
outcome
case
us
ante
russell
easily
dismissed
holding
case
based
text
also
statutory
provisions
defining
duties
fiduciary
provisions
defining
rights
beneficiary
language
weighed
heavily
analysis
ultimately
fair
contextual
reading
statute
led
conclusion
congress
intend
section
authorize
relief
except
plan
majority
simply
wrong
language
found
varity
howe
limiting
russell
appears
ante
since
holding
russell
relied
language
structure
erisa
whole
solely
text
dismiss
russell
ground
russell
provides
insight
provisions
issue
case
much
reasoning
russell
forecloses
possibility
individual
relief
even
instance
interpreting
russell
afford
relief
solely
behalf
plan
found
significant
relevant
fiduciary
relationship
characterized
outset
one
respect
plan
must
also
significant
congress
employed
similar
language
virtually
every
time
referred
fiduciary
fiduciary
obligation
erisa
see
section
provision
respondents
seek
enforce
case
governs
manner
fiduciary
discharge
duties
respect
plan
emphasis
added
definition
fiduciary
erisa
also
places
focus
responsibilities
fiduciary
respect
plan
emphasis
added
light
basic
canon
statutory
construction
identical
terms
within
act
bear
meaning
estate
cowart
nicklos
drilling
citation
omitted
accord
congress
repeated
references
fiduciary
respect
plan
significance
attributed
russell
namely
reveals
erisa
fiduciary
obligations
designed
regulate
relationship
fiduciary
plan
relationship
fiduciary
individual
participants
furthermore
emphasis
relationship
fiduciary
plan
entity
found
apparent
face
russell
varity
howe
pervades
fiduciary
provisions
erisa
expected
since
relief
available
ultimately
reflects
fiduciary
duties
obligations
enforces
recognized
russell
consistent
wording
principal
statutory
duties
imposed
trustees
relate
proper
management
administration
investment
fund
assets
maintenance
proper
records
disclosure
specified
information
avoidance
conflicts
interest
though
true
erisa
requires
fiduciaries
discharge
duties
respect
plan
solely
interest
participants
beneficiaries
exclusive
purpose
providing
benefits
participants
beneficiaries
equally
true
duties
commands
apply
deal
primarily
obligations
relate
plan
individual
plan
participants
fact
one
two
statutes
specifically
cited
russell
evidence
congress
primarily
concerned
misuse
plan
assets
provision
respondents
seek
enforce
case
see
russell
supra
congress
principally
concerned
financial
integrity
plan
thus
reflected
throughout
fiduciary
provisions
enforces
varity
howe
thus
though
majority
finds
russell
irrelevant
dispositive
analyzed
case
provisions
today
holds
enforceable
considered
provisions
part
contextual
reading
read
conjunction
surrounding
provisions
become
abundantly
clear
draftsmen
primarily
concerned
possible
misuse
plan
assets
remedies
protect
entire
plan
rather
rights
individual
beneficiary
russell
supra
say
congress
intend
protect
plan
participants
fiduciary
breach
surely
congress
chose
however
protect
individuals
creating
single
remedy
behalf
plan
rather
authorizing
piecemeal
suits
individual
relief
given
congress
apparent
intent
allow
suit
breach
fiduciary
duty
exclusively
given
abundant
evidence
congress
intent
authorize
relief
behalf
plan
hold
individual
relief
fiduciary
breach
unavailable
varity
howe
ii
even
assuming
erisa
authorizes
recovery
breach
fiduciary
duty
individual
plan
participants
agree
majority
varity
committed
breach
fiduciary
duty
cognizable
erisa
section
act
explicitly
defines
extent
person
considered
fiduciary
erisa
see
place
statutory
language
majority
creates
standard
determining
fiduciary
status
constrained
follow
command
statute
conclude
varity
conduct
actionable
fiduciary
breach
act
erisa
employer
permitted
act
plan
sponsor
plan
administrator
employers
choose
administer
plans
assume
responsibilities
company
plan
accordingly
owe
duties
loyalty
care
entities
permitting
arrangements
ordinary
trust
law
generally
forbids
due
inherent
potential
conflict
interest
congress
understood
interests
plan
varity
howe
might
sacrificed
employer
forced
choose
company
plan
hence
congress
imposed
plan
administrators
duty
care
requires
discharge
duties
respect
plan
solely
interest
participants
beneficiaries
congress
also
understood
however
virtually
every
business
decision
employer
makes
adverse
impact
plan
employer
able
run
company
profitably
every
business
decision
made
best
interests
plan
participants
defining
term
fiduciary
erisa
congress
struck
balance
believed
protect
plan
participants
without
impinging
ability
employers
make
business
decisions
recognition
erisa
allows
arrangements
common
law
trusts
generally
forbids
congress
define
fiduciary
terms
formal
trusteeship
functional
terms
control
authority
plan
mertens
emphasis
original
accordingly
erisa
person
fiduciary
respect
plan
extent
discretionary
authority
discretionary
responsibility
administration
plan
iii
iii
artificial
varity
howe
definition
fiduciary
mertens
supra
designed
part
employer
administers
plan
fiduciary
plan
purposes
times
extent
discretionary
authority
administer
plan
employer
acting
plan
administrator
fiduciary
act
fiduciary
duty
care
codified
activated
though
recognized
congress
borrowed
common
law
trusts
enacting
erisa
firestone
tire
rubber
bruch
must
forget
erisa
statute
every
case
involving
construction
statute
starting
point
language
ernst
ernst
hochfelder
citation
omitted
see
central
bank
denver
first
interstate
bank
denver
particularly
careful
abide
statutory
text
case
since
explained
erisa
statutory
definition
fiduciary
departs
common
law
important
respect
majority
however
tells
us
starting
point
determining
fiduciary
status
erisa
common
law
trusts
varity
howe
requirements
ante
according
majority
courts
assess
common
law
may
go
consider
statutory
definition
even
statutory
inquiry
ask
whether
extent
language
statute
structure
purposes
require
departing
trust
requirements
ante
novel
approach
statutory
construction
one
stands
traditional
approach
head
determine
whether
employer
acts
fiduciary
erisa
begin
text
iii
administer
plan
manage
supervise
execution
conduct
plan
webster
ninth
new
collegiate
dictionary
see
also
webster
new
international
dictionary
ed
essentially
administer
plan
implement
provisions
carry
plan
duties
imposed
act
question
case
whether
varity
carrying
discretionary
responsibilities
management
implementation
plan
respondents
argued
made
misrepresentations
class
plaintiffs
mcc
business
prospects
anticipated
effect
employment
transfers
plaintiffs
benefits
brief
although
representations
sort
may
well
affect
plan
participants
assessment
security
benefits
disagree
majority
communications
qualify
plan
administration
act
course
running
business
employer
administers
benefits
plan
make
countless
business
decisions
affect
plan
congress
made
clear
however
erisa
require
corporate
business
transactions
may
collateral
effect
prospective
contingent
employee
benefits
performed
solely
interest
plan
participants
adams
avondale
industries
citation
omitted
cert
denied
thus
ordinary
business
decisions
whether
pay
dividend
incur
debt
may
made
without
fear
liability
breach
fiduciary
duty
erisa
even
though
may
turn
negative
consequences
varity
howe
plan
participants
even
business
decisions
directly
affect
plan
plan
participants
decision
modify
terminate
welfare
benefits
governed
erisa
fiduciary
obligations
involve
discretionary
administration
plan
see
schoonejongen
slip
parenthetically
quoting
adams
supra
proposition
company
act
fiduciary
capacity
deciding
amend
terminate
welfare
benefits
plan
contrast
discretionary
interpretation
plan
term
discretionary
determination
plan
authorize
certain
type
procedure
likely
qualify
plan
administration
fiduciary
claim
case
however
varity
failed
implement
plan
according
terms
since
respondents
actually
received
benefits
entitled
plan
courts
found
employer
also
make
countless
representations
course
managing
business
current
expected
financial
condition
corporation
similarly
employer
may
make
representations
either
directly
impliedly
evince
intention
increase
decrease
maintain
employee
welfare
benefits
like
decision
terminate
modify
welfare
benefits
decision
make
make
varity
howe
representations
made
employer
corporate
nonfiduciary
capacity
plan
sponsor
settlor
borst
chevron
cert
denied
erisa
fiduciary
rules
apply
communications
simply
made
course
implementing
plan
executing
terms
rather
necessary
incidents
conducting
business
congress
determined
employers
burdened
fiduciary
obligations
plan
engaging
conduct
see
iii
sure
erisa
impose
comprehensive
set
reporting
disclosure
requirements
part
elaborate
scheme
enabling
beneficiaries
learn
rights
obligations
time
schoonejongen
supra
slip
see
provision
erisa
requires
varity
howe
employer
keep
plan
participants
abreast
plan
sponsor
financial
security
sponsor
future
intentions
regard
terminating
reducing
level
benefits
extent
erisa
impose
disclosure
obligations
act
already
provides
civil
liability
penalties
disclosure
violations
wholly
apart
erisa
provisions
governing
fiduciary
duties
see
though
may
foolproof
informational
scheme
quite
thorough
slip
congress
decision
include
types
representations
issue
case
within
act
extensive
disclosure
requirements
strong
evidence
congress
consider
statements
qualify
plan
administration
varity
howe
employer
representations
company
financial
prospects
possible
impact
ordinary
business
transactions
security
unvested
welfare
benefits
involve
execution
implementation
duties
imposed
plan
act
types
representations
employers
regularly
make
ordinary
course
running
business
hold
communications
varity
howe
involve
plan
administration
untruthfulness
statement
magically
transform
nonfiduciary
representation
fiduciary
one
determinative
factor
truthfulness
capacity
statement
made
passing
reference
relevant
statutory
text
majority
discards
limits
congress
imposed
fiduciary
status
replaces
far
broader
standard
plucked
common
law
trusts
see
ante
relying
trust
treatises
decision
central
southeast
southwest
areas
pension
fund
central
transport
majority
concludes
person
engages
plan
administration
whenever
exercises
powers
necessary
appropriate
carrying
purposes
trust
ante
quoting
scott
law
trusts
ed
majority
approach
flawed
least
two
respects
first
standard
borrows
common
law
trusts
standard
determining
whether
person
fiduciary
rather
standard
common
law
uses
define
scope
fiduciary
authority
settled
person
fiduciary
thus
inexplicably
takes
standard
presumes
varity
howe
person
fiduciary
applies
determine
whether
statute
person
fiduciary
first
place
majority
approach
ignores
patent
differences
definition
fiduciary
erisa
common
law
process
expands
activities
governed
fiduciary
standards
beyond
designated
statutory
text
second
majority
disregards
possible
distinction
respective
roles
erisa
trustee
erisa
plan
administrator
might
counsel
wholesale
importation
statutory
definition
plan
administration
rules
governing
trustees
erisa
plan
trustee
charged
exclusive
authority
discretion
manage
control
assets
plan
trustee
authority
plan
assets
exclusive
plan
administrator
erisa
lacks
preeminent
responsibility
trustee
namely
management
trust
corpus
thus
may
true
common
varity
howe
law
trustee
powers
necessary
purposes
trust
automatically
follow
administrator
benefits
plan
definition
lacks
authority
plan
assets
possesses
authority
necessary
appropriate
carrying
purposes
plan
majority
cites
authority
assumption
erisa
plan
administrator
functional
equivalent
trustee
see
ante
bottom
majority
analysis
exercise
speculating
company
financial
stability
security
plan
benefits
involve
discretionary
authority
plan
administration
wholly
irrelevant
providing
information
seem
related
carrying
important
plan
purpose
ante
communication
benefits
ante
activity
nature
ante
also
little
significance
unless
act
involved
plan
administration
whole
purpose
iii
make
clear
one
engages
even
conduct
fiduciary
extent
discretionary
authority
administer
plan
see
john
hancock
mut
life
ins
harris
trust
sav
bank
slip
congress
uses
phrase
extent
make
clear
extent
actions
otherwise
included
general
category
meant
excluded
majority
around
important
limitation
reference
inapplicable
principles
common
law
trusts
unpersuasive
majority
confirms
statutory
text
largely
irrelevant
approach
indulging
notion
plan
participant
subjective
understanding
employers
conduct
relevant
determining
whether
employer
actions
qualify
plan
administration
erisa
majority
concludes
varity
varity
howe
engaged
plan
administration
part
ground
reasonable
employees
thought
varity
administering
plan
ante
erisa
make
person
fiduciary
extent
reasonable
employees
believe
fiduciary
rather
extent
discretionary
authority
discretionary
responsibility
administration
plan
iii
erisa
act
either
involves
plan
administration
whether
employees
subjective
belief
employer
acting
fiduciary
matter
rule
turning
subjective
perceptions
plan
participants
simply
inconsistent
erisa
fundamental
structure
built
upon
perceptions
around
reliance
face
written
plan
documents
slip
finally
majority
conclusion
fiduciary
duty
breached
based
upon
inaccurate
assessment
record
case
true
varity
expressed
falsely
optimistic
forecasts
new
venture
prospects
success
effort
entice
employees
transfer
new
company
majority
believe
tells
part
story
basic
message
conveyed
employees
transferring
massey
combines
significantly
undermine
security
benefits
ante
read
record
message
varity
conveyed
security
jobs
varity
howe
benefits
contingent
upon
success
new
company
varity
repeatedly
informed
employees
mployment
conditions
future
depend
ability
make
massey
combines
corporation
success
changes
considered
necessary
appropriate
made
app
emphasis
added
majority
also
fails
note
plan
documents
expressly
reserved
varity
right
terminate
suspend
withdraw
amend
modify
plan
whole
part
thus
holds
today
employer
breaches
fiduciary
obligation
participants
erisa
plan
makes
optimistic
statements
company
financial
condition
thereby
implies
unvested
welfare
benefits
secure
even
though
employer
simultaneously
informs
plan
participants
changes
made
economic
conditions
require
plan
documents
expressly
authorize
employer
terminate
unvested
welfare
benefits
time
agree
result
varity
howe
iii
read
opinion
extend
fiduciary
liability
instances
rationale
logically
apply
indeed
awkward
articulation
holding
confirms
case
quite
limited
see
ante
conclude
factual
context
statements
made
combined
nature
activity
engaged
authority
together
provide
sufficient
support
district
legal
conclusion
varity
acting
fiduciary
ante
hold
making
intentional
misrepresentations
future
plan
benefits
context
act
plan
administration
emphasis
added
limited
cases
involving
facts
similar
presented
case
expansion
recovery
fiduciary
breach
individuals
substantial
broadening
definition
fiduciary
undermine
careful
balance
congress
struck
enacting
erisa
see
pilot
life
ins
dedeaux
erisa
civil
enforcement
scheme
represents
careful
balancing
need
prompt
fair
claims
settlement
procedures
public
interest
encouraging
formation
employee
benefit
plans
mertens
although
congress
sought
guarantee
employees
receive
welfare
benefits
promised
employers
congress
also
aware
cost
providing
welfare
benefits
rose
high
employers
provide
see
russell
warning
expanding
liability
beyond
intended
congress
lest
cost
federal
standards
discourage
growth
private
pension
plans
citation
omitted
hozier
midwest
fasteners
recognizing
congress
judgment
employees
best
served
enforcement
regime
varity
howe
minimizes
employers
expected
liability
reporting
disclosure
violations
disincentives
creating
employee
benefit
plans
first
place
application
holding
many
cases
may
logically
apply
result
significantly
increased
liability
least
heightened
litigation
costs
eventual
reduction
plan
benefits
accommodate
costs
fortunately
import
holdings
appears
far
modest
courts
feel
compelled
bind
employers
strict
fiduciary
standards
erisa
ordinary
business
decision
turns
adverse
impact
plan
respectfully
dissent
footnotes
majority
apparently
believes
provides
remedy
breaches
fiduciary
duty
respect
interpretation
plan
documents
payment
claims
ante
citing
russell
since
majority
view
allows
individual
varity
howe
recovery
fiduciary
breach
outside
framework
created
majority
wonders
hy
conclude
congress
provided
yet
remedies
yet
breaches
sorts
fiduciary
obligations
another
catchall
remedial
section
ante
answer
simple
contrary
majority
understanding
create
cause
action
fiduciary
breach
russell
expressly
rejected
claim
thus
entire
premise
question
flawed
section
deals
exclusively
contractual
rights
plan
allows
participant
beneficiary
bring
civil
action
recover
benefits
due
terms
plan
enforce
rights
terms
plan
clarify
rights
future
benefits
terms
plan
recognized
russell
provision
says
nothing
recovery
extracontractual
damages
justification
holding
allow
individual
recovery
fiduciary
breach
since
recovery
available
really
justification
also
observed
russell
act
legislative
history
like
statutory
provisions
emphasize
fiduciary
personal
liability
losses
plan
emphasis
original
gleaned
legislative
history
crucible
congressional
concern
misuse
mismanagement
plan
assets
plan
administrators
erisa
designed
prevent
abuses
future
majority
citation
supp
support
interpretation
unpersuasive
section
enacted
congress
decade
erisa
initially
enacted
recognized
varity
howe
interpreting
erisa
statutes
views
subsequent
congress
form
hazardous
basis
inferring
intent
earlier
one
firestone
tire
rubber
bruch
quoting
price
see
also
mackey
lanier
collection
agency
service
event
extent
indicates
congress
understanding
individual
relief
might
available
fiduciary
breach
confirms
congress
believe
affords
relief
reasonable
inference
congress
citation
notably
reference
statutes
purportedly
authorizing
amounts
paid
plan
participants
beneficiaries
explained
supra
principal
duties
erisa
imposes
plan
fiduciaries
involve
management
plan
assets
maintenance
records
disclosure
specified
information
avoidance
conflicts
interest
see
massachusetts
mut
life
ins
russell
accordingly
recognized
iduciary
status
erisa
generally
attends
management
plan
assets
john
hancock
mut
life
ins
harris
trust
sav
bank
slip
however
since
holds
individual
plan
participants
entitled
recover
breach
fiduciary
duty
proceed
assumption
fiduciary
status
predicated
extent
interactions
individual
plan
participants
see
nlrb
amax
coal
deter
varity
howe
trustee
temptation
prevent
possible
injury
beneficiary
rule
trustee
dividing
loyalties
must
enforced
uncompromising
rigidity
fiduciary
contend
although
conflicting
interests
served
masters
equally
well
primary
loyalty
weakened
pull
secondary
one
citations
omitted
see
also
bogert
bogert
law
trusts
trustees
rev
ed
person
also
fiduciary
respect
plan
erisa
extent
exercises
discretionary
authority
discretionary
control
respecting
management
plan
exercises
authority
control
respecting
management
disposition
assets
ii
renders
investment
advice
fee
varity
howe
compensation
direct
indirect
respect
moneys
property
plan
authority
responsibility
case
parties
agree
varity
status
fiduciary
turns
interpretation
statute
third
category
relates
plan
administration
see
brief
petitioner
brief
respondents
see
also
brief
amicus
curiae
statements
varity
made
case
typical
kind
statements
management
often
makes
assessing
expected
financial
health
company
see
app
believe
continued
help
support
make
massey
combines
corporation
kind
successful
business
enterprise
want
work
ibid
espite
depression
persists
north
american
economy
excited
future
massey
combines
corporation
optimistic
new
company
bright
future
excited
new
challenges
facing
us
applying
erisa
fiduciary
obligations
types
communications
distort
corporate
decisionmaking
way
never
intended
congress
instance
petitioner
observes
employer
contemplating
purchase
competitor
downsizing
division
required
order
avoid
liability
erisa
fully
describe
employees
plans
plans
might
affect
security
welfare
benefits
reply
brief
petitioner
even
holding
extended
cover
nondisclosure
information
might
affect
employee
benefits
simple
inquiry
employee
possible
effect
business
decision
plan
benefits
sufficient
saddle
employer
fiduciary
obligations
conducting
proposed
business
transaction
instance
benefits
plan
must
established
pursuant
written
instrument
plan
administrators
must
also
furnish
participants
summary
plan
description
shall
written
manner
calculated
understood
average
plan
participant
shall
sufficiently
accurate
comprehensive
reasonably
apprise
participants
beneficiaries
rights
obligations
varity
howe
plan
summary
plan
description
must
describe
among
things
plan
requirements
governing
eligibility
participation
benefits
well
procedures
presenting
claims
benefits
material
modifications
must
disclosed
must
also
written
manner
calculated
understood
average
plan
participant
plan
administrators
also
required
disclose
specified
financial
information
annual
reports
filed
secretary
labor
made
available
participants
upon
request
erisa
also
dictates
times
disclosures
must
made
contrary
mployers
plan
sponsors
generally
free
erisa
reason
time
adopt
modify
terminate
welfare
plans
schoonejongen
slip
made
clear
last
term
erisa
create
substantive
entitlement
health
benefits
kind
welfare
benefits
establish
minimum
participation
vesting
funding
requirements
welfare
plans
pension
plans
ibid
communication
information
company
possible
effect
business
transaction
plan
benefits
considered
plan
administration
plan
issue
case
plan
terms
majority
fails
address
contains
two
provisions
either
require
authorize
plan
varity
howe
administrators
communicate
plan
information
plan
participants
first
contained
requires
plan
administrator
make
disclosures
required
erisa
see
app
requiring
plan
administrator
file
required
reports
appropriate
governmental
agencies
comply
requirements
law
disclosure
plan
provisions
information
relating
plan
employees
interested
parties
second
entitled
communication
employees
contained
plan
section
requires
company
accordance
requirements
act
communicate
principal
terms
plan
employees
make
available
inspection
employees
beneficiaries
reasonable
hours
principal
office
company
places
may
required
act
copy
plan
trust
agreement
documents
may
required
act
app
responsibility
plan
expressly
delegates
plan
administrator
administration
claims
pursuant
plan
claims
procedure
described
plan
see
generally
app
section
plan
entitled
allocation
responsibilities
among
named
fiduciaries
enumerates
fiduciary
obligations
imposed
plan
though
claim
plan
administration
necessarily
limited
performance
duties
imposed
plan
documents
see
ante
majority
response
strawman
argument
erisa
fiduciary
obligations
meaningless
performance
duties
imposed
plan
qualified
plan
administration
nonetheless
flawed
majority
argument
based
mistaken
assumption
plan
assign
discretionary
authority
plan
administrators
exercise
clearly
subject
fiduciary
duties
act
assumption
flatly
contradicted
common
law
trusts
common
sense
see
bogert
bogert
supra
also
majority
twice
looks
attempting
determine
scope
fiduciary
status
erisa
see
ante
specifically
majority
relies
requires
fiduciary
discharge
duties
accordance
documents
instruments
governing
plan
determine
whether
person
acting
fiduciary
like
provisions
merely
establishes
ground
rule
functions
performed
person
deemed
fiduciary
majority
rely
determine
whether
person
assumed
fiduciary
status
since
provision
applies
established
person
fiduciary
majority
reliance
central
southeast
southwest
areas
pension
fund
central
transport
cited
ante
illustrates
flaw
majority
approach
although
quoted
passage
scott
treatise
majority
substitutes
text
see
central
supra
attempting
determine
case
whether
person
acting
fiduciary
respect
plan
question
trustee
central
fiduciary
question
audit
trustees
wished
perform
fiduciary
function
question
central
whether
plan
trustees
admittedly
fiduciaries
authorized
plan
perform
concededly
fiduciary
function
like
principle
cited
therein
central
dicta
becomes
relevant
settled
person
fiduciary
petitioner
observed
difficult
imagine
situation
involving
communication
context
future
business
decisions
might
affect
participant
benefit
choices
reasonably
viewed
employees
act
plan
administrator
especially
employees
directly
ask
intentions
reply
brief
petitioner
emphasis
original
see
also
app
transcript
videotape
message
employees
transfer
employment
massey
combines
corporation
pay
levels
benefit
programs
remain
unchanged
employment
conditions
future
depend
success
massey
combines
corporation
changes
deemed
appropriate
necessary
made
cover
letter
employees
accept
employment
massey
combines
corporation
pay
levels
benefit
programs
remain
unchanged
employment
conditions
future
depend
ability
make
massey
combines
corporation
success
changes
considered
necessary
appropriate
made
read
light
district
finding
combines
industry
state
unprecedented
decline
four
years
prior
creation
mcc
caused
significant
part
extreme
depression
country
agricultural
economy
app
pet
cert
company
qualifications
take
even
greater
significance
presumably
congress
exempted
welfare
benefits
stringent
costly
vesting
requirements
imposed
pension
benefits
see
slip
page