Central States Southeast and S v. Shelby Haynes

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 19-2589
CENTRAL STATES, SOUTHEAST AND SOUTHWEST AREAS HEALTH
AND WELFARE FUND and CHARLES A. WHOBREY, Trustee,
Plaintiffs-Appellees,
v.
SHELBY L. HAYNES; N. GERALD DICUCCIO; and BUTLER,
CINCIONE & DICUCCIO,
Defendants-Appellants.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 17 C 6275 — Virginia M. Kendall, Judge.
____________________
ARGUED MAY 22, 2020 — DECIDED JULY 20, 2020
____________________
Before BAUER, EASTERBROOK, and WOOD, Circuit Judges.
EASTERBROOK, Circuit Judge. Doctors removed Shelby
Haynes’s gallbladder in 2013. She was injured in the process
and required additional surgery that led to more than
$300,000 in medical expenses. Her father’s medical-benefits
plan (the Fund) paid these because Haynes was a “covered
dependent”. The plan includes typical subrogation and re-
2 No. 19-2589
payment clauses: on recovering anything from third parties,
a covered person must reimburse the Fund. In 2017 Haynes
segled a tort suit against the hospital, and others, for $1.5
million. But she and her lawyers refused to repay the Fund,
which brought this action to enforce the plan’s terms under
§502(a)(3) of the Employee Retirement Income Security Act
of 1974 (ERISA), 29 U.S.C. §1132(a)(3).
Haynes concedes that the Fund paid her medical bills but
insists that she never agreed to reimburse it. She did not sign
a promise to follow the plan’s rules and was not a partici-
pant (as opposed to a beneficiary). The district judge disa-
greed with her and granted summary judgment to the Fund
for the full amount of its outlay. 397 F. Supp. 3d 1149 (N.D.
Ill. 2019). Along the way, the district court enjoined Haynes,
Haynes’s malpractice lawyer, and the lawyer’s firm from
dissipating the proceeds of the seglement. The Fund named
each of them as a defendant to avoid ambiguity about who
possessed the money. See Great-West Life & Annuity Insurance
Co. v. Knudson, 534 U.S. 204, 214 (2002).
Section 502(a)(3) allows fiduciaries to bring actions to ob-
tain “equitable relief … to enforce any provisions of this title
or the terms of the plan”. Defendants do not contest the
judge’s finding that the money at issue is traceable to the
seglement, and they do not deny their possession and con-
trol of the proceeds. Indeed, in awarding interest and agor-
neys’ fees and costs to the Fund, the district court found that
Haynes’s malpractice lawyer and his firm hold the principal
in constructive trust. Hence the nature of the remedy
sought—enforcement of a right to identifiable assets—is eq-
uitable. See, e.g., Sereboff v. Mid Atlantic Medical Services, Inc.,
No. 19-2589 3
547 U.S. 356, 362 (2006) (discussing restitution in premerger
courts of equity).
But “equitable relief” under §502(a)(3) requires more
than asking for an equitable remedy; the claim must be equi-
table as well. Montanile v. Board of Trustees of the National Ele-
vator Industry Health Benefit Plan, 136 S. Ct. 651, 657–58
(2016). An action to enforce “the modern-day equivalent of
an equitable lien by agreement” is one such basis. US Air-
ways, Inc. v. McCutchen, 569 U.S. 88, 98 (2013) (cleaned up).
That’s because a person who agrees to convey a specific
thing “even before it is acquired” becomes a trustee on re-
ceiving title. Sereboff, 547 U.S. at 363–64; Barnes v. Alexander,
232 U.S. 117, 121 (1914). No one doubts that the Fund is a
“fiduciary” or that it seeks to “enforce … the terms of the
plan”. Yet Haynes argues that she never agreed to anything.
And her lack of assent removes the action from §502(a)(3)’s
ambit, she insists. See 29 U.S.C. §1132(e)(1), (f); 28 U.S.C.
§1331. We beg to differ.
The terms of the plan furnish beneficiaries with rights
and obligations. For example, §§ 12.01 to 16.04 describe med-
ical, dental, vision, and life-insurance benefits, and §11.06
makes these payable “to, or for the benefit of,” those covered
by the plan. Section 11.14 conditions payments on the Fund’s
subrogation and reimbursement rights, which extend to any
covered person. Haynes is a beneficiary under the plan be-
cause her father—who worked under a Teamsters’ Union
collective bargaining agreement—signed and delivered a
writing electing coverage for himself and his family. See Plan
§3.02 (qualifying as a “covered dependent”); Plan §§ 1.09,
1.16–19, 1.22, 1.26–28, 1.50 (defining terms); 397 F. Supp. 3d
at 1153.
4 No. 19-2589
Section 11.11 of the plan explains that “[t]he Fund is a
self-funded employee benefit plan governed by” ERISA.
That statute says that it applies to plans such as this. See 29
U.S.C. §1003(a). And it recognizes Haynes as a beneficiary
because her father designated her as one under the plan’s
terms. 29 U.S.C. §1002(8). The Justices have repeatedly held
that fiduciaries may bring actions against beneficiaries under
§502(a)(3). See, e.g., Sereboff, 547 U.S. at 359, 369 (permiging a
plan administrator to proceed against a covered employee
and her beneficiary husband). See also Harris Trust & Savings
Bank v. Salomon Smith Barney Inc., 530 U.S. 238, 246 (2000)
(“But §502(a)(3) admits of no limit … on the universe of pos-
sible defendants.”). That’s all the Fund needs to prevail.
Haynes wants to replace the statutory terms, and those of
the plan, with principles of contract law. Doubtless ordinary
contract rules should be used to flesh out provisions on
which ERISA or a plan are silent or ambiguous. See, e.g.,
M&G Polymers USA, LLC v. TackeQ, 574 U.S. 427 (2015). But
neither the plan nor the statute is in need of supplementa-
tion. The district judge found that Haynes was a beneficiary
under an ERISA plan. 397 F. Supp. 3d at 1156–58. The plan
itself depends on the assent of an employer (its sponsor) and
a fiduciary (the Fund) that manages its operation. Employees
(called participants) get the benefits without a separate con-
tract, although some optional features (such as covering de-
pendents) are contractual in nature. A participant’s family
member is a kind of third-party beneficiary, whose rights
under the plan do not depend on personal assent. Such a
person may reject an unwanted benefit by disclaiming it. Re-
statement (Second) of Contracts §306 & cmts. a–b (1981). See
also Olson v. Etheridge, 177 Ill. 2d 396, 404 (1997). But Haynes
No. 19-2589 5
doesn’t argue that she disclaimed the plan’s financial aid
and paid the bills herself.
Having accepted the plan’s benefits, Haynes must accept
the obligations too. That’s what the plan says, and ordinary
principles of contract law are in accord. See Restatement (Sec-
ond) of Contracts §309(4) & cmt. c. See also Olson, 177 Ill. 2d at
404–05; Liu v. Mund, 686 F.3d 418, 421 (7th Cir. 2012);
Holbrook v. PiQ, 643 F.2d 1261, 1273 & n.24 (7th Cir. 1981). An
equitable lien by agreement “serves to carry out a contract’s
provisions.” McCutchen, 569 U.S. at 98. In this case that
means the plan’s subrogation and reimbursement clauses.
The Fund did not need to require beneficiaries to execute
those provisions separately. See Preze v. PipefiQers Welfare
Fund, 5 F.3d 272 (7th Cir. 1993) (recognizing a limited excep-
tion). And the provisions confer rights to specified assets.
397 F. Supp. 3d at 1152–55.
Haynes asks us to ignore all of this because the surgeries
took place three months after her eighteenth birthday, and
the Fund did not ask for her consent as an adult. Her agor-
ney suggested that the insurance industry might benefit
from more paperwork and an “algorithm” for obtaining the
assent of former minors. But, as should be clear by this
point, Haynes’s transition to adulthood is irrelevant. If she
had been an adult throughout (as, say, a participant’s
spouse) she would have been required to reimburse the
plan. So too if she had been a minor throughout. Why
should it mager if she makes the transition to adulthood af-
ter her father elects to bring her within the plan’s coverage?
If fiduciaries can reach the recovery of a participating
employee’s spouse, how is Haynes any different? See, e.g.,
Sereboff, 547 U.S. at 359 (discussing the reimbursement of
6 No. 19-2589
beneficiaries’ medical expenses). Section 3.30(e) of the plan
continues a child’s status as a “covered dependent” through
age 26, and Haynes doesn’t argue that other provisions ter-
minated that status. Neither the Act nor any rule of contract
law alters this. Minors can treat some promises as voidable,
but adults (which Haynes was at the time of her surgeries)
cannot. See Restatement (Second) of Contracts §14 & cmt. a. We
doubt that 17 year olds would be happy to learn that, unless
they sign some papers on their next birthdays, they lose
medical coverage under ERISA plans. The absence of a ben-
eficiary’s signed writing—at age 13 or 18 or 48—doesn’t in-
validate any of the plan’s terms.
Haynes contends that counsel should be able to keep a
share of the seglement under equitable principles. But
§11.14(j) of the plan expressly forbids this approach, and “if
a contract abrogates the common-fund doctrine, the insurer
is not unjustly enriched by claiming the benefit of its bar-
gain.” McCutchen, 569 U.S. at 100.
Haynes also maintains that she shouldn’t be bound by
this provision because a summary plan description does not
explain that the plan displaces the common-fund doctrine.
Yet the Fund makes the plan available online, mails printed
copies on request, and sent the relevant provisions to her
lawyer before the malpractice seglement. The point of a
summary plan description is to summarize; some terms nec-
essarily are omiged. At all events, if the plan and the sum-
mary plan description conflict, the plan controls. CIGNA
Corp. v. Amara, 563 U.S. 421, 438 (2011).
Finally, Haynes’s complaint about the district court’s de-
cision to exclude an expert’s report, 2018 U.S. Dist. LEXIS
234265 (N.D. Ill. Oct. 24, 2018), is beside the point; this case
No. 19-2589 7
has been resolved on legal grounds that are unaffected by
any expert’s conclusions, admissible or not.
Neither the plan, the Act, nor the common law excuses
Haynes from her obligation to reimburse the Fund. Her sta-
tus as a beneficiary—whether minor or adult—doesn’t de-
prive a fiduciary of the ability to obtain appropriate equita-
ble relief under §502(a)(3) of the Act.
AFFIRMED