Varity Corp. v. Howe

516 U.S. 489, 116 S. Ct. 1065, 134 L. Ed. 2d 130, 1996 U.S. LEXIS 1954
CourtSupreme Court of the United States
DecidedMarch 19, 1996
Docket94-1471
StatusPublished
Cited by1,781 cases

This text of 516 U.S. 489 (Varity Corp. v. Howe) is published on Counsel Stack Legal Research, covering Supreme Court of the United States primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Varity Corp. v. Howe, 516 U.S. 489, 116 S. Ct. 1065, 134 L. Ed. 2d 130, 1996 U.S. LEXIS 1954 (1996).

Opinions

Justice Breyer

delivered the opinion of the Court.

A group of beneficiaries of a firm’s employee welfare benefit plan, protected by the Employee Retirement Income Se[492]*492curity Act of 1974 (ERISA), 88 Stat. 832, as amended, 29 U. S. C. § 1001 et seq. (1988 ed.), have sued their plan’s administrator, who was also their employer. They claim that the administrator, through trickery, led them to withdraw from the plan and to forfeit their benefits. They seek, among other things, an order that, in essence, would reinstate each of them as a participant in the employer’s ERISA plan. The lower courts entered judgment in the employees’ favor, and we agreed to review that judgment.

In conducting our review, we do not question the lower courts’ findings of serious deception by the employer, but instead consider three legal questions. First, in the factual circumstances (as determined by the lower courts), was the employer acting in its capacity as an ERISA “fiduciary” when it significantly and deliberately misled the beneficiaries? Second, in misleading the beneficiaries, did the employer violate the fiduciary obligations that ERISA §404 imposes upon plan administrators? Third, does ERISA § 502(a)(3) authorize ERISA plan beneficiaries to bring a lawsuit, such as this one, that seeks relief for individual beneficiaries harmed by an administrator’s breach of fiduciary obligations?

We answer each of these questions in the beneficiaries’ favor, and we therefore affirm the judgment of the Court of Appeals.

I

The key facts, as found by the District Court after trial, include the following: Charles Howe, and the other respondents, used to work for Massey-Ferguson, Inc., a farm equipment manufacturer, and a wholly owned subsidiary of the petitioner, Varity Corporation. (Since the lower courts found that Varity and Massey-Ferguson were “alter egos,” we shall refer to them interchangeably.) These employees all were participants in, and beneficiaries of, Massey-Ferguson’s self-funded employee welfare benefit plan — an ERISA-protected plan that Massey-Ferguson itself administered. In the mid-1980’s, Varity became concerned that [493]*493some of Massey-Ferguson’s divisions were losing too much money and developed a business plan to deal with the problem.

The business plan — which Varity called “Project Sunshine” — amounted to placing many of Varity’s money-losing eggs in one financially rickety basket. It called for a transfer of Massey-Ferguson’s money-losing divisions, along with various other debts, to a newly created, separately incorporated subsidiary called Massey Combines. The plan foresaw the possibility that Massey Combines would fail. But it viewed such a failure, from Varity’s business perspective, as closer to a victory than to a defeat. That is because Massey Combine’s failure would not only eliminate several of Varity’s poorly performing divisions, but it would also eradicate various debts that Varity would transfer to Massey Combines, and which, in the absence of the reorganization, Varity’s more profitable subsidiaries or divisions might have to pay.

Among the obligations that Varity hoped the reorganization would eliminate were those arising from the Massey-Ferguson benefit plan’s promises to pay medical and other nonpension benefits to employees of Massey-Ferguson’s money-losing divisions. Rather than terminate those benefits directly (as it had retained the right to do), Varity attempted to avoid the undesirable fallout that could have accompanied cancellation by inducing the failing divisions’ employees to switch employers and thereby voluntarily release Massey-Ferguson from its obligation to provide them benefits (effectively substituting the new, self-funded Massey Combines benefit plan for the former Massey-Ferguson plan). Insofar as Massey-Ferguson’s employees did so, a subsequent Massey Combines failure would eliminate — simply and automatically, without distressing the remaining Massey-Ferguson employees — what would otherwise have been Massey-Ferguson’s obligation to pay those employees their benefits.

To persuade the employees of the failing divisions to accept the change of employer and benefit plan, Varity called [494]*494them together at a special meeting and talked to them about Massey Combines’ future business outlook, its likely financial viability, and the security of their employee benefits. The thrust of Varity’s remarks (which we shall discuss in greater detail infra, at 499-501) was that the employees’ benefits would remain secure if they voluntarily transferred to Massey Combines. As Varity knew, however, the reality was very different. Indeed, the District Court found that Massey Combines was insolvent from the day of its creation and that it hid a $46 million negative net worth by overvaluing its assets and underestimating its liabilities.

After the presentation, about 1,500 Massey-Ferguson employees accepted Varity’s assurances and voluntarily agreed tp the transfer. (Varity also unilaterally assigned to Massey Combines the benefit obligations it owed to some 4,000 workers who had retired from Massey-Ferguson prior to this reorganization, without requesting permission or informing them of the assignment.) Unfortunately for these employees, Massey Combines ended its first year with a loss of $88 million, and ended its second year in a receivership, under which its employees lost their nonpension benefits. Many of those employees (along with several retirees whose benefit obligations Varity had assigned to Massey Combines and others whose claims we do not now consider) brought this lawsuit, seeking the benefits they would have been owed under their old, Massey-Ferguson plan, had they not transferred to Massey Combines.

After trial, the District Court found, among other things, that Varity and Massey-Ferguson, acting as ERISA fiduciaries, had harmed the plan’s beneficiaries through deliberate deception. The court held that Varity and Massey-Ferguson thereby violated an ERISA-imposed fiduciary obligation to administer Massey-Ferguson’s benefit plan “solely in the interest of the participants and beneficiaries” of the plan. ERISA § 404(a). The court added that ERISA § 502(a)(3) gave the former Massey-Ferguson employees a [495]*495right to “appropriate equitable relief ... to redress” the harm that this deception had caused them individually. Among other remedies the court considered “appropriate equitable relief” was an order that Massey-Ferguson reinstate its former employees into its own plan (which had continued to provide benefits to employees of Massey-Fergusoris profitable divisions). The court also ordered certain monetary relief which is not at issue here. The Court of Appeals later affirmed the District Court’s determinations, in relevant part. 36 F. 3d 746 (CA8 1994).

We granted certiorari in this case primarily because the Courts of Appeals have disagreed about the proper interpretation of ERISA § 502(a)(3), the provision the District Court held authorized the lawsuit and relief in this case. Some Courts of Appeals have held that this section, when applied to a claim of breach of fiduciary obligation, does not authorize awards of relief to individuals, but instead only authorizes suits to obtain relief for the plan (as, for example, when a beneficiary sues in a representative capacity, seeking to compel a dishonest fiduciary to return embezzled funds to the plan). See McLeod v.

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Bluebook (online)
516 U.S. 489, 116 S. Ct. 1065, 134 L. Ed. 2d 130, 1996 U.S. LEXIS 1954, Counsel Stack Legal Research, https://law.counselstack.com/opinion/varity-corp-v-howe-scotus-1996.