us airways capacity fiduciary plan administrator us airways inc employee benefits plan mccutchen et argued november decided april health benefits plan established petitioner us airways paid medical expenses injuries suffered respondent mccutchen us airways employee car accident caused third party plan entitled us airways reimbursement mccutchen later recovered money third party mccutchen attorneys secured payments mccutchen received deducting lawyers contingency fee us airways demanded reimbursement full paid mccutchen comply us airways filed suit employee retirement income security act erisa authorizes administrators bring civil action obtain appropriate equitable relief enforce terms plan mccutchen raised two defenses us airways request equitable lien demanded absent part us airways right reimbursement kick us airways contribute fair share costs incurred get recovery reimbursement reduced cover contingency fee rejecting arguments district granted summary judgment us airways third circuit vacated reasoning traditional equitable doctrines defenses applied suits held principle unjust enrichment overrode us airways reimbursement clause clause leave mccutchen less full payment medical bills give us airways windfall held action based equitable lien agreement like one erisa plan terms govern neither general unjust enrichment principles specific doctrines reflecting principles rules invoked mccutchen override applicable contract pp section authorizes kinds relief typically available equity merger law equity mertens hewitt associates sereboff mid atlantic medical services permitted administrator bring suit like one administrator claim enforce reimbursement clause explained equivalent action equity enforce lien called equitable lien agreement accordingly administrator use obtain funds beneficiaries promised turn parties agree us airways pp sereboff logic dooms mccutchen argument two equitable doctrines meant prevent unjust enrichment rule doctrine override terms erisa plan suit sereboff us airways seeking enforce equivalent equitable lien agreement lien arises serves carry contract provisions see thus enforcing lien means holding parties mutual promises declining apply rules even equitable absent contract odds parties expressed commitments found nothing contrary historic practice equity courts mccutchen identifies slew cases courts applied equitable doctrines invoked none override clear contract provided otherwise result comports erisa focus plan provides authorize equitable relief large mertens countenances relief enforce terms plan statute pp mccutchen equitable rules trump reimbursement provision may aid properly construing us airways plan silent allocation attorney fees doctrine provides appropriate default rule fill gap pp ordinary contract interpretation principles support conclusion courts construe erisa plans contracts looking terms plan well manifestations parties intent firestone tire rubber bruch terms plan leave gaps courts must look outside plan written language decide agreement meaning cigna amara properly take account doctrines typically traditionally governed given situation agreement otherwise pp us airways reimbursement provision precludes looking rule manner provides allocation formula expressly contradicts equitable rule contrast plan says nothing specific pay costs recovery given contractual gap doctrine provides best indication parties intent cases make clear doctrine govern absence contrary agreement see boeing van gemert party typically expect intend plan saying nothing attorney fees abrogate strong uniform background rule loath read plan way rule rationale reinforces conclusion without rule insurer free ride beneficiary efforts beneficiary case may made worse pursued third party contract read produce strange results unless specifically provides much pp vacated remanded kagan delivered opinion kennedy ginsburg breyer sotomayor joined scalia filed dissenting opinion roberts thomas alito joined opinion notice opinion subject formal revision publication preliminary print reports readers requested notify reporter decisions washington typographical formal errors order corrections may made preliminary print goes press us airways capacity fiduciary plan administrator us airways inc employee benefits plan petitioner james mccutchen et al writ certiorari appeals third circuit april justice kagan delivered opinion respondent james mccutchen participated health benefits plan employer petitioner us airways established employee retirement income security act erisa et seq plan obliged us airways pay medical expenses mccutchen incurred result third party actions example another person negligent driving plan turn entitled us airways reimbursement mccutchen later recovered money third party held administrator like us airways may enforce reimbursement provision filing suit erisa stat see sereboff mid atlantic medical services section authorizes civil action obtain appropriate equitable relief enforce terms plan consider whether kind suit plan participant like mccutchen may raise certain equitable defenses deriving principles unjust enrichment particular address one equitable doctrine limiting reimbursement amount insured double recovery another requiring party seeking reimbursement pay share attorney fees incurred securing funds third party hold neither equitable rules override clear terms plan explain latter usually called doctrine plays role interpreting us airways plan plan silent allocating costs recovery january mccutchen suffered serious injuries another driver lost control car collided mccutchen time mccutchen employee us airways participant health plan plan paid medical expenses arising accident mccutchen behalf mccutchen retained attorneys exchange contingency fee seek recovery damages estimated exceed million attorneys sued driver responsible crash settled limited insurance coverage accident killed seriously injured three people counsel also secured payment mccutchen automobile insurer maximum amount available policy mccutchen thus received deducting lawyer fee learning mccutchen recovery us airways demanded reimbursement paid medical expenses support claim us airways relied following statement summary plan description us airways pays benefits claim incur result negligence willful misconduct actions third party ou required reimburse us airways amounts paid claims monies recovered third party including limited insurance company result judgment settlement otherwise app mccutchen denied us airways entitled reimbursement attorneys placed escrow account pending resolution dispute amount represented us airways full claim minus proportionate share promised attorney fees us airways filed action seeking appropriate equitable relief enforce plan reimbursement provision suit requested equitable lien escrow account mccutchen possession mccutchen countered raising two defenses relevant first maintained us airways receive relief sought recovered small portion total damages absent part us airways right reimbursement kick second contended us airways least contribute fair share costs incurred get recovery reimbursement therefore marked cover promised contingency fee district rejected arguments granting summary judgment us airways ground plan clear ly unambiguous ly provided full reimbursement medical expenses paid app pet cert see appeals third circuit vacated district order third circuit reasoned suit appropriate equitable relief must apply equitable doctrines defenses traditionally limited relief requested continued principle unjust limit plan reimbursement provision see quoting palmer law restitution full reimbursement third circuit thought leav mccutchen less full payment medical bills time provide windfall us airways given failure contribute cost obtaining recovery third circuit instructed district determine amount shy entire qualify appropriate equitable relief ibid granted certiorari resolve circuit split whether equitable defenses override erisa plan reimbursement vacate third circuit decision ii administrator like us airways may bring suit appropriate equitable relief enforce terms plan provision held authorizes kinds relief typically available equity days divided bench law equity merged mertens hewitt associates emphasis deleted sereboff mid atlantic medical services allowed administrator bring suit like one mid atlantic paid medical expenses sereboffs injured car crash settled tort suit driver mid atlantic claimed share proceeds invoking plan reimbursement clause held mid atlantic action sought equitable relief requires see nature recovery requested equitable mid atlantic claimed specifically identifiable funds within sereboffs control portion settlement gotten internal quotation marks omitted basis claim equitable mid atlantic relied familiar rul equity contract convey specific yet acquired object soon contractor gets title thing quoting barnes alexander mid atlantic claim reimbursement determined equivalent action equity enforce lien called equitable lien agreement internal quotation marks omitted accordingly mid atlantic bring action seeking funds beneficiaries promised turn parties agree us airways thing question case concerns role equitable defenses alleging unjust enrichment play suit earlier noted third circuit held principle unjust enrichment overrides us airways reimbursement clause come conflict mccutchen offers refined version view alleging two specific equitable doctrines meant prevent unjust enrichment defeat reimbursement provision brief respondents first contends equity insurer us airways position recoup insured double recovery amount insured received third party compensate loss insurance covered rule limit us airways reimbursement share mccutchen settlements paying medical expenses mccutchen keep rest damages loss future earnings pain suffering even though plan gives us airways first claim whole recovery second mccutchen claims equity doctrine operated reduce award us airways rule litigant lawyer recovers common fund benefit persons client entitled reasonable attorney fee fund whole boeing van gemert mccutchen urges doctrine designed prevent freeloading enables pass share lawyer fees us airways matter plan rejected similar claim sereboff though without altogether foreclosing mccutchen position sereboffs argued among things lower courts erred enforcing mid atlantic reimbursement clause without imposing various limitations apply truly equitable relief grounded principles subrogation internal quotation marks omitted particular sereboffs contended variant rule called doctrine trumped plan terms rebuffed argument explaining sereboffs improperly mixing matching rules different equitable boxes sereboffs asserted parcel equitable defenses available insurer brought freestanding action equitable subrogation founded contract succeed insured judgment third party ibid mid atlantic reimbursement claim considered equitable replied sought enforce lien based agreement lien imposed independent contract virtue equitable ibid internal quotation marks omitted light fact viewed sereboffs equitable defenses closely resemble mccutchen beside point ibid yet left narrow opening future litigants sereboffs position make like claim observed sereboffs forfeited distinct assertion relief mid atlantic requested although equitable appropriate contravened principles like doctrine enter mccutchen make basic argument end however sereboff logic dooms mccutchen effort us airways like mid atlantic seeking enforce equivalent equitable lien agreement kind lien name announces arises serves carry contract provisions see symons pomeroy equity jurisprudence ed enforcing lien means holding parties mutual promises see barnes walker brown conversely means declining apply rules even equitable contract absence odds parties expressed commitments mccutchen therefore rely theories unjust enrichment defeat us airways appeal plan clear terms principles said sereboff beside point parties demand bargained valid agreement see restatement third restitution unjust enrichment valid contract defines obligations parties matters within scope displacing extent inquiry unjust enrichment circumstances hewing parties exchange yields appropriate well equitable relief found nothing contrary historic practice equity courts mccutchen offers us slew cases courts applied rule limit insurers efforts recoup funds beneficiaries tort judgments see brief respondents citations point mccutchen cases courts apparently applied equitable doctrines absence relevant contract provision see washtenaw mut fire ins budd fire assn philadelphia wells eq others courts found rules comport applicable contract term example svea assurance packham md case mccutchen calls best see tr oral arg viewed rule according intention contracting parties road language explained agreement construed give insurer greater recovery see also knaffl knoxville banking trust camden fire ins assn prezioso eq ch div none cases find equity apply rule override plain contract term none equity mccutchen asks us nevertheless appearing amicus curiae claims rule special capacity trump conflicting contract government begins brief foursquare sereboff analysis suit like one enforce equitable lien agreement agreement general restitutionary principles unjust enrichment provides measure relief due brief government naturally enough concludes mccutchen invoke rule defeat plan government takes unexpected turn comes costs incurred beneficiary obtain money third party terms plan control equity government contends inherent authority apportion litigation costs accord longstanding equitable doctrine even conflicts parties contract agreement governs agreement governs reasons given government mostly accepts looking contract terms permit exception doubt doctrine deep roots equity see sprague ticonic nat bank tracing equity courts authority fees first judiciary act roots however set soil unjust enrichment allow others obtain full benefit plaintiff efforts without contributing litigation expenses often noted enrich others unjustly plaintiff expense mills electric see boeing trustees greenough supra explained principles unjust enrichment give way enforces equitable lien agreement see supra agreement becomes measure parties equities contract abrogates doctrine insurer unjustly enriched claiming benefit bargain government like mccutchen fails produce single case equity applied rule rule contract provided contrary even equity party sought enforce lien agreement provisions agreement controlled suit like one result reach based historical analysis prior cases prescribe fits lock key erisa focus plan provides section suit brought authorize equitable relief large mertens quoting rather countenances relief enforce terms plan statute emphasis added limitation reflects erisa principal function protect contractually defined benefits massachusetts mut life ins russell statutory scheme often noted built around reliance face written plan documents schoonejongen every employee benefit plan shall established maintained pursuant written instrument administrator must act accordance documents instruments governing plan insofar accord statute plan short center erisa precluding mccutchen equitable defenses overriding plain contract terms helps remain iii yet mccutchen arguments naught equitable rules describes trump reimbursement provision still might aid properly construing us airways plan doctrine though rule serves function plan silent allocation attorney fees circumstances doctrine provides appropriate default words us airways wished depart rule draft contract say ordinary principles contract interpretation point toward conclusion courts construe erisa plans contracts looking terms plan well manifestations parties intent firestone tire rubber bruch words plan may speak clearly may also leave gaps must often look outside plan written language decide agreement means cigna amara slip see undertaking task properly takes account background legal rules doctrines typically traditionally governed given situation agreement otherwise see stores assoc health welfare plan wells posner ontracts enacted background understandings legal principles parties may bothered incorporate expressly operate default rules govern absence clear expression parties contrary intent lord williston contracts ed restatement second contracts indeed ignoring rules likely frustrate parties intent produce perverse consequences reimbursement provision issue precludes looking rule manner contract term equitable principle address problem apportion insurer beneficiary third party payment recompense injury allocation formulas prescribe differ markedly according plan us airways first claim entire recovery plan description monies recovered third party mccutchen receives whatever left anything see supra contrast rule give mccutchen first dibs portion recovery compensating losses plan cover future earnings pain suffering us airways claim attach share recovery medical expenses see supra express contract term short contradicts background equitable rule reasons given agreement must govern contrast plan provision leaves space rule operate equitable doctrine earlier noted addresses allocate recovery instead pay costs obtaining see supra contract part says nothing specific issue district thus erred found plan clearly repudiated rule see supra sure plan allocation formula first claim recovery goes us airways might operate every dollar received third party even covering beneficiary litigation costs alternatively formula apply true recovery costs obtaining deducted consider comparative purposes income tax levied net gross receipts see dawson lawyers involuntary clients attorney fees funds harv rev claim legal services first charge fund must satisfied distribution occurs plan terms fail select two alternatives whether recovery us airways first claim every cent third party paid instead money beneficiary took away given contractual gap doctrine provides best indication parties intent one doubt rule govern absence contrary agreement recognized consistently someone recovers common fund benefit persons due reasonable attorney fee fund whole boeing understood rule reflect ing traditional practice courts equity ibid see sprague supra applied wide range circumstances part inherent authority see boeing hall cole mills sprague central railroad banking pettus greenough state courts done overwhelming majority routinely use rule allocate costs recoveries insurers beneficiaries appleman see supp party typically expect intend plan saying nothing attorney fees abrogate strong uniform background rule means loath read plan rationale rule reinforces conclusion recoveries often come free get one insured must incur lawyer fees expenses without cost sharing insurer free rides beneficiary efforts taking fruits contributing nothing labor odder still cases indeed case beneficiary made worse pursuing third party recall mccutchen spent representing contingency fee get leaving real recovery us airways claimed medical expenses put mccutchen hole effect pay privilege serving us airways collection agent think mccutchen foreseen result signed plan doubt even us airways want next mccutchen comes along likely relieve us airways costs recovery see blackburn sundstrand easterbrook injured persons charge legal costs recoveries people like mccutchen future every reason make different judgments bringing suit throwing plans burden expense collection prospect generating strange results militates reading general reimbursement provision like one worth us airways plan expressly addressed costs recovery alter doctrine iv holding today two parts one favoring us airways mccutchen first action brought based equitable lien agreement terms erisa plan govern neither general principles unjust enrichment specific doctrines reflecting principles rules override applicable contract therefore reject third circuit decision second rule informs interpretation us airways reimbursement provision term advert costs recovery properly read retain doctrine therefore also disagree district decision light rulings vacate judgment remand case proceedings consistent opinion ordered scalia dissenting us airways capacity fiduciary plan administrator us airways inc employee benefits plan petitioner james mccutchen et al writ certiorari appeals third circuit april justice scalia chief justice thomas justice alito join dissenting agree parts ii opinion conclude equity override plain terms contract goes parts iii iv however hold terms plain apply doctrine fill contractual gap ante problem granted certiorari question presumed contract terms unambiguous namely plan terms give absolute right full reimbursement pet cert interpreted full reimbursement mean plainly says reimbursement funds plan expended brief opposition petition conceded contract beneficiary required reimburse plan amounts paid monies beneficiary recovers without contribution attorney fees expenses brief opposition emphasis added parties well solicitor general treated concession valid see brief petitioner brief respondents brief amicus curiae thus business deploying petitioner argument neither preserved see baldwin reese fairly included within question presented see yee escondido reverse judgment third circuit footnotes made clear statements summary plan description communicat beneficiaries plan constitute terms plan cigna amara slip nonetheless parties litigated case lower courts decided based solely language quoted see app pet cert response request solicitor general plan come light see letter matthew wessler william suter clerk available clerk case file late affect happens everyone case treated language summary description though came plan well compare case holding equitable doctrines trump plan terms cgi technologies solutions rose zurich ins holding administrative comm stores shank moore capitalcare cadc bombadier aerospace employee welfare benefits plan ferror poirot wansbrough administrative comm stores varco sans ellipses provides plan administrator may bring civil action enjoin act practice violates provision subchapter terms plan obtain appropriate equitable relief redress violations ii enforce provisions subchapter terms plan prior cases secondary sources confirm mccutchen characterization rules deriving primarily principles unjust enrichment see boeing doctrine rests perception persons obtain benefit lawsuit without contributing cost unjustly enriched mills electric similar dobbs law remedies ed hereinafter dobbs similar palmer law restitution injured person unjustly enriched received excess full compensation two sources loss couch cyclopedia insurance law ed similar appleman appleman insurance law practice cum supp hereinafter appleman similar subrogation simply means substitution one person another one person allowed stand shoes another assert person rights third party dobbs see appleman involves substitution insurer rights insured sereboff analysis concerned subrogation actions based equitable principles independent agreement subrogation action may also founded contract incorporating principles see dobbs us airways suggested oral argument mccutchen case ge lot stronger plan spoke subrogation without separately granting right reimbursement tr oral arg need consider question us airways seeks enforce reimbursement provision kind considered sereboff dissent faults us addressing issue think adequately preserved presented language dissent highlights mccutchen brief opposition indicating plan clearly abrogates doctrine comes description us airways claim district see post opinion scalia brief opposition mccutchen argument urged position adopt doctrine applies plan silent see app pet cert defendants memorandum opposition plaintiff motion summary judgment wd doc pp us airways wanted exclude deduction attorney fees easily expressed sure mccutchen shifted ground appeal district ruled third circuit precedent foreclosed argument see app pet cert appeals decision put alternative contention rule trumps contract claims basis nature function doctrine parties disputed throughout litigation similarly question decide included question presented principal clause question asks whether may use equitable principles rewrite contractual language pet cert answer rewrite inform reply well within question scope reason almost every state confronted issue done apply doctrine face contract giving insurer general right recoup funds insured recovery without specifically addressing attorney fees see ex parte state farm mut auto ins york ins group van hall barreca cobb pp la federal kemper ins arnold state farm mut auto ins clinton northern buckeye educ council group health benefits plan lawson ohio app lancer murillo tex app breslin liberty mut ins super app div hospital service pennsylvania ins national union fire ins grimes foremost life ins waters app citing foremost life ins waters app lee state farm mut auto ins cal app cal rptr