Aetna Health Inc. v. Davila

200

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HEALTHCARE INC., ET AL. v. DAVILA

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR

No. 02-1845. Argued March 23, 2004-Decided June 21, 2004* No. 02-1845. Argued March 23, 2004—Decided June 21, 2004*

Respondents brought separate Texas state-court suits, alleging that peti- Respondents brought separate Texas state-court suits, alleging that peti- tioners, their health maintenance organizations (HMOs), had refused to tioners, their health maintenance organizations (HMOs), had refused to cover certain medical services in violation of an HMO's duty "to exercise cover certain medical services in violation of an HMO's duty "to exercise ordinary care" under the Texas Health Care Liability Act (THCLA), ordinary care" under the Texas Health Care Liability Act (THCLA), and that those refusals "proximately caused" respondents' injuries. and that those refusals "proximately caused" respondents' injuries.

Petitioners removed the cases to federal courts, claiming that the ac- Petitioners removed the cases to federal courts, claiming that the ac- tions fit within the scope of, and were thus completely pre-empted tions fit within the scope of, and were thus completely pre-empted by, § 502 of the Employee Retirement Income Security Act of 1974 by, § 502 of the Employee Retirement Income Security Act of 1974 (ERISA). The District Courts agreed, declined to remand the cases to (ERISA). The District Courts agreed, declined to remand the cases to state court, and dismissed the complaints with prejudice after respond- state court, and dismissed the complaints with prejudice after respond- ents refused to amend them to bring explicit ERISA claims. Consol- ents refused to amend them to bring explicit ERISA claims. Consol- idating these and other cases, the Fifth Circuit reversed.

It found that idating these and other cases, the Fifth Circuit reversed. It found that respondents' claims did not fall under ERISA § 502(a)(2), which allows respondents' claims did not fall under ERISA §502(a)(2), which allows suit against a plan fiduciary for breaches of fiduciary duty to the plan, suit against a plan fiduciary for breaches of fiduciary duty to the plan, because petitioners were being sued for mixed eligibility and treatment because petitioners were being sued for mixed eligibility and treatment decisions that were not fiduciary in nature, see Pegram v. Herdrich, 530 decisions that were not fiduciary in nature, see Pegram v. Herdrich, 530

U. S. 211; and did not fall within the scope of §502(a)(1)(B), which pro-

U. S. 211; and did not fall within the scope of § 502(a)(1)(B), which pro-

vides a cause of action for the recovery of wrongfully denied benefits, vides a cause of action for the recovery of wrongfully denied benefits, because THCLA did not duplicate that cause of action, see Rush Pru- because THCLA did not duplicate that cause of action, see Rush Pru- dential HMO, Inc. v. Moran, 536 U. S. 355. dential HMO, Inc. v. Moran, 536 U. S. 355.

Held: Respondents' state causes of action fall within ERISA Held: Respondents' state causes of action fall within ERISA § 502(a)(1)(B), and are therefore completely pre-empted by ERISA § 502 § 502(a)(1)(B), and are therefore completely pre-empted by ERISA § 502 and removable to federal court. Pp. 207-221. and removable to federal court. Pp. 207-221.

(a) When a federal statute completely pre-empts a state-law cause of (a) When a federal statute completely pre-empts a state-law cause of action, the state claim can be removed. See Beneficial Nat. Bank v. action, the state claim can be removed. See Beneficial Nat. Bank v.

Anderson, 539 U. S. 1, 8. ERISA is such a statute. Because its pur- Anderson, 539 U. S. 1, 8. ERISA is such a statute. Because its pur- pose is to provide a uniform regulatory regime, ERISA includes ex- pose is to provide a uniform regulatory regime, ERISA includes ex- pansive pre-emption provisions, such as ERISA § 502(a)'s integrated en- pansive pre-emption provisions, such as ERISA § 502(a)'s integrated en- forcement mechanism, which are intended to ensure that employee forcement mechanism, which are intended to ensure that employee benefit plan regulation is "exclusively a federal concern," Alessi v. benefit plan regulation is "exclusively a federal concern," Alessi v.

Raybestos-Manhattan, Inc., 451 U. S. 504, 523. Any state-law cause of Raybestos-Manhattan, Inc., 451 U. S. 504, 523. Any state-law cause of

*Together with No. 03-83, CIGNA HealthCare of Texas, Inc., dba *Together with No. 03-83, CIGNA HealthCare of Texas, Inc., dba

CIGNA Corp. v. Calad et al., also on certiorari to the same court.

CIGNA Corp. v. Calad et al., also on certiorari to the same court.

Cite as: 542 U. S. 200 (2004) Cite as: 542 U. S. 200 (2004)

201

Syllabus Syllabus

action that duplicates, supplements, or supplants ERISA's civil en- action that duplicates, supplements, or supplants ERISA's civil en- forcement remedy conflicts with clear congressional intent to make that forcement remedy conflicts with clear congressional intent to make that remedy exclusive, and is therefore pre-empted. ERISA § 502(a)'s pre- remedy exclusive, and is therefore pre-empted. ERISA § 502(a)'s pre- emptive force is still stronger. Since ERISA §502(a)(1)(B)'s pre- emptive force is still stronger. Since ERISA § 502(a)(1)(B)'s pre- emptive force mirrors that of § 301 of the Labor Management Relations emptive force mirrors that of §301 of the Labor Management Relations Act, 1947, Metropolitan Life Ins. Co. v. Taylor, 481 U. S. 58, 65-66, and Act, 1947, Metropolitan Life Ins. Co. v. Taylor, 481 U. S. 58, 65-66, and since §301 converts state causes of actions into federal ones for pur- since §301 converts state causes of actions into federal ones for pur- poses of determining the propriety of removal, so too does ERISA poses of determining the propriety of removal, so too does ERISA § 502(a)(1)(B). Pp. 207-209.

§ 502(a)(1)(B). Pp. 207-209.

(b) If an individual, at some point in time, could have brought his (b) If an individual, at some point in time, could have brought his claim under ERISA § 502(a)(1)(B), and where no other independent legal claim under ERISA § 502(a)(1)(B), and where no other independent legal duty is implicated by a defendant's actions, then the individual's cause of duty is implicated by a defendant's actions, then the individual's cause of action is completely pre-empted by ERISA § 502(a)(1)(B). Respondents action is completely pre-empted by ERISA § 502(a)(1)(B). Respondents brought suit only to rectify wrongful benefits denials, and their only brought suit only to rectify wrongful benefits denials, and their only relationship with petitioners is petitioners' partial administration of relationship with petitioners is petitioners' partial administration of their ERISA-regulated benefit plans; respondents therefore could have their ERISA-regulated benefit plans; respondents therefore could have brought § 502(a)(1)(B) claims to recover the allegedly wrongfully denied brought § 502(a)(1)(B) claims to recover the allegedly wrongfully denied benefits. Both respondents allege violations of the THCLA's duty of benefits. Both respondents allege violations of the THCLA's duty of ordinary care, which they claim is entirely independent of any ERISA ordinary care, which they claim is entirely independent of any ERISA duty or the employee benefits plans at issue. However, respondents' duty or the employee benefits plans at issue. However, respondents' claims do not arise independently of ERISA or the plan terms.

If a claims do not arise independently of ERISA or the plan terms. If a managed care entity correctly concluded that, under the relevant plan's managed care entity correctly concluded that, under the relevant plan's terms, a particular treatment was not covered, the plan's failure to cover terms, a particular treatment was not covered, the plan's failure to cover the requested treatment would be the proximate cause of any injury the requested treatment would be the proximate cause of any injury arising from the denial. More significantly, the THCLA provides that arising from the denial. More significantly, the THCLA provides that a managed care entity is not subject to THCLA liability if it denies a managed care entity is not subject to THCLA liability if it denies coverage for a treatment not covered by the plan it administers. coverage for a treatment not covered by the plan it administers.

Pp. 210-214.

Pp. 210-214.

(c) The Fifth Circuit's reasons for reaching its contrary conclusion are (c) The Fifth Circuit's reasons for reaching its contrary conclusion are all erroneous. First, it found significant that respondents asserted tort, all erroneous. First, it found significant that respondents asserted tort, rather than contract, claims and that they were not seeking reim- rather than contract, claims and that they were not seeking reim- bursement for benefits denied. However, distinguishing between pre- bursement for benefits denied. However, distinguishing between pre- empted and non-pre-empted claims based on the particular label affixed empted and non-pre-empted claims based on the particular label affixed to them would allow parties to evade ERISA's pre-emptive scope simply to them would allow parties to evade ERISA's pre-emptive scope simply by relabeling contract claims as claims for tortious breach of contracts.

by relabeling contract claims as claims for tortious breach of contracts.

And the fact that a state cause of action attempts to authorize remedies And the fact that a state cause of action attempts to authorize remedies beyond those that ERISA § 502(a) authorizes does not put it outside the beyond those that ERISA § 502(a) authorizes does not put it outside the scope of ERISA's civil enforcement mechanism. See, e. g., Pilot Life scope of ERISA's civil enforcement mechanism. See, e. g., Pilot Life Ins. Co. v. Dedeaux, 481 U. S. 41, 43. Second, the court believed the Ins. Co. v. Dedeaux, 481 U. S. 41, 43. Second, the court believed the plans' wording immaterial because the claims invoked an external ordi- plans' wording immaterial because the claims invoked an external ordi- nary care duty, but the wording is material to the state causes of action nary care duty, but the wording is material to the state causes of action and the THCLA creates a duty that is not external to respondents' and the THCLA creates a duty that is not external to respondents' rights under their respective plans. Finally, nowhere in Rush Pruden- rights under their respective plans. Finally, nowhere in Rush Pruden-

202

AETNA HEALTH INC. v. DAVILA

Syllabus Syllabus

tial did this Court suggest that ERISA § 502(a)'s pre-emptive force is tial did this Court suggest that ERISA § 502(a)'s pre-emptive force is limited to state causes of action that precisely duplicate an ERISA limited to state causes of action that precisely duplicate an ERISA § 502(a) cause. Nor would it be consistent with this Court's precedent §502(a) cause. Nor would it be consistent with this Court's precedent to do so. Pp. 214-216. to do so. Pp. 214-216.

(d) Also unavailing is respondents' argument that the THCLA is a (d) Also unavailing is respondents' argument that the THCLA is a law regulating insurance that is saved from pre-emption by ERISA law regulating insurance that is saved from pre-emption by ERISA § 514(b)(2)(A). This Court's understanding of § 514(b)(2)(A) is informed § 514(b)(2)(A). This Court's understanding of § 514(b)(2)(A) is informed by the overpowering federal policy embodied in ERISA § 502(a), which by the overpowering federal policy embodied in ERISA §502(a), which is intended to create an exclusive federal remedy, Pilot Life, 481 U. S., is intended to create an exclusive federal remedy, Pilot Life, 481 U. S., at 52. Allowing respondents to proceed with their state-law suits at 52. Allowing respondents to proceed with their state-law suits Ibid. Pp. 216-218. would "pose an obstacle" to that objective. would "pose an obstacle" to that objective. Ibid. Pp. 216-218.

(e) Pegram's holding that an HMO is not intended to be treated as a (e) Pegram's holding that an HMO is not intended to be treated as a fiduciary to the extent that it makes mixed eligibility decisions acting fiduciary to the extent that it makes mixed eligibility decisions acting through its physicians is not implicated here because petitioners' cover- through its physicians is not implicated here because petitioners' cover- age decisions are pure eligibility decisions. A benefit determination age decisions are pure eligibility decisions. A benefit determination under ERISA is part and parcel of the ordinary fiduciary responsibilities under ERISA is part and parcel of the ordinary fiduciary responsibilities connected to the administration of a plan. That it is infused with medi- connected to the administration of a plan. That it is infused with medi- cal judgments does not alter this result. Pegram itself recognized this cal judgments does not alter this result. Pegram itself recognized this principle, see 530 U. S., at 231-232. And ERISA and its implementing principle, see 530 U. S., at 231-232. And ERISA and its implementing regulations confirm this interpretation. Here, petitioners are neither regulations confirm this interpretation. Here, petitioners are neither respondents' treating physicians nor those physicians' employees.

respondents' treating physicians nor those physicians' employees.

Pp. 218-221.

Pp. 218-221.

307 F. 3d 298, reversed and remanded.

307 F. 3d 298, reversed and remanded.

THOMAS, J., delivered the opinion for a unanimous Court. GINSBURG, THOMAS, J., delivered the opinion for a unanimous Court. GINSBURG,

J., filed a concurring opinion, in which BREYER, J., joined, post, p. 222. J., filed a concurring opinion, in which BREYER, J, joined, post, p. 222.

Miguel A. Estrada argued the cause for petitioners in both Miguel A. Estrada argued the cause for petitioners in both cases. With him on the briefs in No. 02-1845 were Mark A. cases. With him on the briefs in No. 02-1845 were Mark A.

Perry, J Edward Neugebauer, John B. Shely, Kendall M.

Perry, J. Edward Neugebauer, John B. Shely, Kendall M.

Gray, and Roy T. Englert, Jr. On the briefs in No. 03-83 Gray, and Roy T. Englert, Jr. On the briefs in No. 03-83 were Robert N. Eccles and Jonathan D. Hacker. were Robert N. Eccles and Jonathan D. Hacker.

James A. Feldman argued the cause for the United States James A. Feldman argued the cause for the United States as amicus curiae urging reversal. With him on the brief as amicus curiae urging reversal. With him on the brief were Acting Solicitor General Clement, Deputy Solicitor were Acting Solicitor General Clement, Deputy Solicitor General Kneedler, Howard M. Radzely, Allen H. Feldman, General Kneedler, Howard M. Radzely, Allen H. Feldman, Nathaniel I. Spiller, and Edward D. Sieger.

Nathaniel L Spiller, and Edward D. Sieger.

David Mattax, Assistant Attorney General of Texas, ar- David Mattax, Assistant Attorney General of Texas, ar- gued the cause for the State of Texas et al. as amici curiae gued the cause for the State of Texas et al. as amici curiae urging affirmance. With him on the brief were Greg Abbott, urging affirmance. With him on the brief were Greg Abbott,

Cite as: 542 U. S. 200 (2004) Cite as: 542 U. S. 200 (2004)

203

Counsel Counsel

Attorney General, Barry R. McBee, First Assistant Attor- Attorney General, Barry R. McBee, First Assistant Attor- ney General, Edward D. Burbach, Deputy Attorney General, ney General, Edward D. Burbach, Deputy Attorney General,

R. Ted Cruz, Solicitor General, Rance L. Craft and Kristo-

R. Ted Cruz, Solicitor General, Rance L. Craft and Kristo-

fer S. Monson, Assistant Solicitors General, and Anabelle fer S. Monson, Assistant Solicitors General, and Anabelle Rodriguez, Secretary of Justice of Puerto Rico, and by the Rodriguez, Secretary of Justice of Puerto Rico, and by the Attorneys General for their respective States as follows: Bill Attorneys General for their respective States as follows: Bill Lockyer of California, Richard Blumenthal of Connecticut, Lockyer of California, Richard Blumenthal of Connecticut,

M. Jane Brady of Delaware, Lisa Madigan of Illinois, Phill

M. Jane Brady of Delaware, Lisa Madigan of Illinois, Phill

Kline of Kansas, Charles C. Foti, Jr., of Louisiana, J. Joseph Kline of Kansas, Charles C. Foti, Jr., of Louisiana, J. Joseph Curran, Jr., of Maryland, Mike Hatch of Minnesota, Jere- Curran, Jr., of Maryland, Mike Hatch of Minnesota, Jere- miah W "Jay" Nixon of Missouri, Mike McGrath of Mon- miah W. "Jay" Nixon of Missouri, Mike McGrath of Mon- tana, Brian Sandoval of Nevada, Patricia A. Madrid of tana, Brian Sandoval of Nevada, Patricia A. Madrid of New Mexico, Eliot Spitzer of New York, Jim Petro of Ohio, New Mexico, Eliot Spitzer of New York, Jim Petro of Ohio, W A. Drew Edmondson of Oklahoma, Hardy Myers of Ore-

W. A. Drew Edmondson of Oklahoma, Hardy Myers of Ore-

gon, Mark L. Shurtleff of Utah, William H. Sorrell of Ver- gon, Mark L. Shurtleff of Utah, William H. Sorrell of Ver- mont, and Christine 0. Gregoire of Washington. mont, and Christine 0. Gregoire of Washington.

George Parker Young argued the cause for respondents in George Parker Young argued the cause for respondents in both cases. With him on the brief was Eric Schnapper.t both cases. With him on the brief was Eric Schnapper.t

tBriefs of amici curiae urging reversal were filed for AAHP-HIAA tBriefs of amici curiae urging reversal were filed for AAHP—HIAA et al. by Seth P. Waxman, Edward C. DuMont, Kenneth A. Bamberger, et al. by Seth P. Waxman, Edward C. DuMont, Kenneth A. Bamberger, and Stephanie W. Kanwit; for the Association of Federal Health Organiza- and Stephanie W. Kanwit; for the Association of Federal Health Organiza- tions by Anthony F. Shelley and James R. Barnett; and for the Chamber tions by Anthony F. Shelley and James R. Barnett; and for the Chamber of Commerce of the United States by Glen D. Nager, Traci L. Lovitt, of Commerce of the United States by Glen D. Nager, Traci L. Lovitt, Stephen A. Bokat, and Robin S. Conrad.

Stephen A. Bokat, and Robin S. Conrad.

Briefs of amici curiae urging affirmance were filed for AARP et al.

Briefs of amici curiae urging affirmance were filed for AARP et al. by Sarah Lenz Lock, Michael Schuster, and Judith L. Lichtman; for the by Sarah Lenz Lock, Michael Schuster, and Judith L. Lichtman; for the American College of Legal Medicine by Miles J. Zaremski; for the Ameri- American College of Legal Medicine by Miles J. Zaremski; for the Ameri- can Medical Association et al. by Gary W. Howell, Thomas Campbell, Jon can Medical Association et al. by Gary W. Howell, Thomas Campbell, Jon

N. Ekdahl, Leonard A. Nelson, and Donald P. Wilcox; for the Association

N. Ekdahl, Leonard A. Nelson, and Donald R Wilcox; for the Association

of Trial Lawyers of America by Daniel M. Soloway, Jeffrey Robert White, of Trial Lawyers of America by Daniel M. Soloway, Jeffrey Robert White, -and David S. Casey, Jr.; for the California Consumer Health Care Council and David S. Casey, Jr.; for the California Consumer Health Care Council et al. by Eugene R. Anderson, Rhonda D. Orin, Daniel J Healy, and et al. by Eugene R. Anderson, Rhonda D. Orin, Daniel J. Healy, and David Trueman; for Community Rights Counsel et al. by Timothy J Dow- David Trueman; for Community Rights Counsel et al. by Timothy J. Dow- ling; for the Council of State Governments et al. by Richard Ruda and ling; for the Council of State Governments et al. by Richard Ruda and James I. Crowley; for Families USA et al. by Jeffrey Lewis; for the Health James L Crowley; for Families USA et al. by Jeffrey Lewis; for the Health Administration Responsibility Project by Sharon J Arkin and Harvey Administration Responsibility Project by Sharon J. Arkin and Harvey

S. Frey; for the National Alliance for Model State Drug Laws by Gerald

S. Frey; for the National Alliance for Model State Drug Laws by Gerald

204 AETNA HEALTH INC. v. DAVILA AETNA HEALTH INC. v. DAVILA

Opinion of the Court Opinion of the Court JUSTICE THOMAS delivered the opinion of the Court.

JUSTICE THOMAS delivered the opinion of the Court.

In these consolidated cases, two individuals sued their re- In these consolidated cases, two individuals sued their re- spective health maintenance organizations (HMOs) for al- spective health maintenance organizations (HMOs) for al- leged failures to exercise ordinary care in the handling of leged failures to exercise ordinary care in the handling of coverage decisions, in violation of a duty imposed by the coverage decisions, in violation of a duty imposed by the Texas Health Care Liability Act (THCLA), Tex. Civ. Prac. & Texas Health Care Liability Act (THCLA), Tex. Civ. Prac. & Rem. Code Ann. §§ 88.001-88.003 (West 2004 Supp. Pam- Rem. Code Ann. §§ 88.001-88.003 (West 2004 Supp. Pam- phlet). We granted certiorari to decide whether the indi- phlet). We granted certiorari to decide whether the indi- viduals' causes of action are completely pre-empted by the viduals' causes of action are completely pre-empted by the "interlocking, interrelated, and interdependent remedial "interlocking, interrelated, and interdependent remedial scheme," Massachusetts Mut. Life Ins. Co. v. Russell, 473 scheme," Massachusetts Mut. Life Ins. Co. v. Russell, 473 U.S. 134, 146 (1985), found at § 502(a) of the Employee U.S. 134, 146 (1985), found at § 502(a) of the Employee Retirement Income Security Act of 1974 (ERISA), 88 Stat.

Retirement Income Security Act of 1974 (ERISA), 88 Stat.

891, as amended, 29 U. S. C. § 1132(a) et seq. 540 U. S. 981 891, as amended, 29 U. S. C. § 1132(a) et seq. 540 U. S. 981 (2003). We hold that the causes of action are completely (2003). We hold that the causes of action are completely pre-empted and hence removable from state to federal court. pre-empted and hence removable from state to federal court.

The Court of Appeals, having reached a contrary conclusion, The Court of Appeals, having reached a contrary conclusion, is reversed. is reversed.

Respondent Juan Davila is a participant, and respondent Respondent Juan Davila is a participant, and respondent Ruby Calad is a beneficiary, in ERISA-regulated employee Ruby Calad is a beneficiary, in ERISA-regulated employee benefit plans. Their respective plan sponsors had entered benefit plans. Their respective plan sponsors had entered into agreements with petitioners, Aetna Health Inc. and into agreements with petitioners, Aetna Health Inc. and CIGNA HealthCare of Texas, Inc., to administer the plans.

CIGNA HealthCare of Texas, Inc., to administer the plans.

Under Davila's plan, for instance, Aetna reviews requests for Under Davila's plan, for instance, Aetna reviews requests for coverage and pays providers, such as doctors, hospitals, and coverage and pays providers, such as doctors, hospitals, and nursing homes, which perform covered services for mem- nursing homes, which perform covered services for mem- bers; under Calad's plan sponsor's agreement, CIGNA is re- bers; under Calad's plan sponsor's agreement, CIGNA is re- sponsible for plan benefits and coverage decisions. sponsible for plan benefits and coverage decisions.

Respondents both suffered injuries allegedly arising from Respondents both suffered injuries allegedly arising from Aetna's and CIGNA's decisions not to provide coverage for Aetna's and CIGNA's decisions not to provide coverage for

A McHugh, Jr., and Gregory B. Heller; for United Policyholders by Ar-

A. McHugh, Jr., and Gregory R Heller, for United Policyholders by Ar-

nold R. Levinson; and for Senator Edward M. Kennedy et al. by nold R. Levinson; and for Senator Edward M. Kennedy et al. by Mr. Zaremski.

Mr. Zaremski.

Cite as: 542 U. S. 200 (2004) Cite as: 542 U. S. 200 (2004)

205

Opinion of the Court Opinion of the Court

certain treatment and services recommended by respond- certain treatment and services recommended by respond- ents' treating physicians. Davila's treating physician pre- ents' treating physicians. Davila's treating physician pre- scribed Vioxx to remedy Davila's arthritis pain, but Aetna scribed Vioxx to remedy Davila's arthritis pain, but Aetna refused to pay for it. Davila did not appeal or contest this refused to pay for it. Davila did not appeal or contest this decision, nor did he purchase Vioxx with his own resources decision, nor did he purchase Vioxx with his own resources and seek reimbursement.

Instead, Davila began taking Na- and seek reimbursement. Instead, Davila began taking Na- prosyn, from which he allegedly suffered a severe reac- prosyn, from which he allegedly suffered a severe reac- tion that required extensive treatment and hospitalization. tion that required extensive treatment and hospitalization.

Calad underwent surgery, and although her treating physi- Calad underwent surgery, and although her treating physi- cian recommended an extended hospital stay, a CIGNA dis- cian recommended an extended hospital stay, a CIGNA dis- charge nurse determined that Calad did not meet the plan's charge nurse determined that Calad did not meet the plan's criteria for a continued hospital stay. CIGNA consequently criteria for a continued hospital stay. CIGNA consequently denied coverage for the extended hospital stay. Calad expe- denied coverage for the extended hospital stay. Calad expe- rienced postsurgery complications forcing her to return to rienced postsurgery complications forcing her to return to the hospital. She alleges that these complications would not the hospital. She alleges that these complications would not have occurred had CIGNA approved coverage for a longer have occurred had CIGNA approved coverage for a longer hospital stay.

hospital stay.

Respondents brought separate suits in Texas state court Respondents brought separate suits in Texas state court against petitioners.

Invoking THCLA § 88.002(a), respond- against petitioners. Invoking THCLA §88.002(a), respond- ents argued that petitioners' refusal to cover the requested ents argued that petitioners' refusal to cover the requested services violated their "duty to exercise ordinary care when services violated their "duty to exercise ordinary care when making health care treatment decisions," and that these re- making health care treatment decisions," and that these re- fusals "proximately caused" their injuries. Ibid. Petition- fusals "proximately caused" their injuries. Ibid. Petition- ers removed the cases to Federal District Courts, arguing ers removed the cases to Federal District Courts, arguing that respondents' causes of action fit within the scope of, and that respondents' causes of action fit within the scope of, and were therefore completely pre-empted by, ERISA §502(a). were therefore completely pre-empted by, ERISA §502(a).

The respective District Courts agreed, and declined to re- The respective District Courts agreed, and declined to re- mand the cases to state court. Because respondents refused mand the cases to state court. Because respondents refused to amend their complaints to bring explicit ERISA claims, to amend their complaints to bring explicit ERISA claims, the District Courts dismissed the complaints with prejudice. the District Courts dismissed the complaints with prejudice.

Both Davila and Calad appealed the refusals to remand to Both Davila and Calad appealed the refusals to remand to state court. The United States Court of Appeals for the state court. The United States Court of Appeals for the Fifth Circuit consolidated their cases with several others Fifth Circuit consolidated their cases with several others raising similar issues. The Court of Appeals recognized raising similar issues. The Court of Appeals recognized

206 AETNA HEALTH INC. v. DAVILA AETNA HEALTH INC. v. DAVILA

Opinion of the Court Opinion of the Court

that state causes of action that "duplicat[e] or fal[l] within that state causes of action that "duplicat[e] or fal[l] within the scope of an ERISA § 502(a) remedy" are completely pre- the scope of an ERISA § 502(a) remedy" are completely pre- empted and hence removable to federal court. Roark v. empted and hence removable to federal court. Roark v.

Humana, Inc., 307 F. 3d 298, 305 (2002) (internal quota- Humana, Inc., 307 F. 3d 298, 305 (2002) (internal quota- tion marks omitted). After examining the causes of action tion marks omitted). After examining the causes of action available under § 502(a), the Court of Appeals determined available under §502(a), the Court of Appeals determined

that respondents' claims could possibly fall under only two:

§ 502(a)(1)(B), which provides a cause of action for the recov- § 502(a)(1)(B), which provides a cause of action for the recov- ery of wrongfully denied benefits, and § 502(a)(2), which ery of wrongfully denied benefits, and § 502(a)(2), which allows suit against a plan fiduciary for breaches of fiduciary allows suit against a plan fiduciary for breaches of fiduciary duty to the plan. duty to the plan.

Analyzing § 502(a)(2) first, the Court of Appeals concluded Analyzing § 502(a)(2) first, the Court of Appeals concluded that, under Pegram v. Herdrich, 530 U. S. 211 (2000), the de- that, under Pegram v. Herdrich, 530 U. S. 211 (2000), the de- cisions for which petitioners were being sued were "mixed cisions for which petitioners were being sued were "mixed eligibility and treatment decisions" and hence were not fidu- eligibility and treatment decisions" and hence were not fidu- ciary in nature. 307 F. 3d, at 307-308.1 The Court of Ap- ciary in nature. 307 F. 3d, at 307-308. 1 The Court of Ap- peals next determined that respondents' claims did not fall peals next determined that respondents' claims did not fall within §502(a)(1)(B)'s scope.

It found significant that re- within § 502(a)(1)(B)'s scope. It found significant that re- spondents "assert tort claims," while § 502(a)(1)(B) "creates spondents "assert tort claims," while § 502(a)(1)(B) "creates a cause of action for breach of contract," id., at 309, and also a cause of action for breach of contract," id., at 309, and also that respondents "are not seeking reimbursement for bene- that respondents "are not seeking reimbursement for bene- fits denied them," but rather request "tort damages" arising fits denied them," but rather request "tort damages" arising from "an external, statutorily imposed duty of 'ordinary from "an external, statutorily imposed duty of `ordinary care,"' ibid. From Rush Prudential HMO, Inc. v. Moran, care,"' ibid. From Rush Prudential HMO, Inc. v. Moran, 536 U. S. 355 (2002), the Court of Appeals derived the princi- 536 U. S. 355 (2002), the Court of Appeals derived the princi- ple that complete pre-emption is limited to situations in ple that complete pre-emption is limited to situations in which "States . . . duplicate the causes of action listed in which "States ... duplicate the causes of action listed in ERISA § 502(a)," and concluded that "[b]ecause the THCLA ERISA § 502(a)," and concluded that "[b]ecause the THCLA does not provide an action for collecting benefits," it fell out- does not provide an action for collecting benefits," it fell out- side the scope of §502(a)(1)(B). 307 F. 3d, at 310-311.

side the scope of § 502(a)(1)(B). 307 F. 3d, at 310-311.

I In this Court, petitioners do not claim or argue that respondents' ' In this Court, petitioners do not claim or argue that respondents' causes of action fall under ERISA § 502(a)(2). Because petitioners do not causes of action fall under ERISA §502(a)(2). Because petitioners do not argue this point, and since we can resolve these cases entirely by reference argue this point, and since we can resolve these cases entirely by reference to ERISA §502(a)(1)(B), we do not address ERISA §502(a)(2). to ERISA §502(a)(1)(B), we do not address ERISA §502(a)(2).

Cite as: 542 U. S. 200 (2004) Cite as: 542 U. S. 200 (2004)

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Opinion of the Court Opinion of the Court

Under the removal statute, "any civil action brought in a Under the removal statute, "any civil action brought in a State court of which the district courts of the United States State court of which the district courts of the United States have original jurisdiction, may be removed by the defend- have original jurisdiction, may be removed by the defend- ant" to federal court. 28 U. S. C. § 1441(a). One category ant" to federal court. 28 U. S. C. § 1441(a). One category of cases of which district courts have original jurisdiction is of cases of which district courts have original jurisdiction is "[f]ederal question" cases: cases "arising under the Constitu- "[f]ederal question" cases: cases "arising under the Constitu- tion, laws, or treaties of the United States." § 1331. We tion, laws, or treaties of the United States." § 1331. We face in these cases the issue whether respondents' causes of face in these cases the issue whether respondents' causes of action arise under federal law.

action arise under federal law.

Ordinarily, determining whether a particular case arises Ordinarily, determining whether a particular case arises under federal law turns on the "'well-pleaded complaint"' under federal law turns on the "'well-pleaded complaint"' rule. Franchise Tax Bd. of Cal. v. Construction Laborers rule. Franchise Tax Bd. of Cal. v. Construction Laborers Vacation Trust for Southern Cal., 463 U. S. 1, 9-10 (1983).

Vacation Trust for Southern Cal., 463 U. S. 1, 9-10 (1983).

The Court has explained that The Court has explained that

"whether a case is one arising under the Constitution or "whether a case is one arising under the Constitution or a law or treaty of the United States, in the sense of the a law or treaty of the United States, in the sense of the jurisdictional statute[,] . . . must be determined from jurisdictional statute[,] ... must be determined from what necessarily appears in the plaintiff's statement of what necessarily appears in the plaintiff's statement of his own claim in the bill or declaration, unaided by any- his own claim in the bill or declaration, unaided by any- thing alleged in anticipation of avoidance of defenses thing alleged in - anticipation of avoidance of defenses which it is thought the defendant may interpose." Tay- which it is thought the defendant may interpose." Tay- lor v. Anderson, 234 U. S. 74, 75-76 (1914). lor v. Anderson, 234 U. S. 74, 75-76 (1914).

In particular, the existence of a federal defense normally In particular, the existence of a federal defense normally does not create statutory "arising under" jurisdiction, Louis- does not create statutory "arising under" jurisdiction, Louis- ville & Nashville R. Co. v. Mottley, 211 U. S. 149 (1908), and ville & Nashville R. Co. v. Mottley, 211 U. S. 149 (1908), and "a defendant may not [generally] remove a case to federal "a defendant may not [generally] remove a case to federal court unless the plaintiff's complaint establishes that the court unless the plaintiff's complaint establishes that the case 'arises under' federal law," Franchise Tax Bd., supra, case `arises under' federal law," Franchise Tax Bd., supra, at 10. There is an exception, however, to the well-pleaded at 10. There is an exception, however, to the well-pleaded complaint rule. "[W]hen a federal statute wholly displaces complaint rule. "[W]hen a federal statute wholly displaces the state-law cause of action through complete pre-emption," the state-law cause of action through complete pre-emption," the state claim can be removed. Beneficial Nat. Bank v.

the state claim can be removed. Beneficial Nat. Bank v.

Anderson, 539 U. S. 1, 8 (2003). This is so because "[w]hen Anderson, 539 U. S. 1, 8 (2003). This is so because "[w]hen

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the federal statute completely pre-empts the state-law cause the federal statute completely pre-empts the state-law cause of action, a claim which comes within the scope of that cause of action, a claim which comes within the scope of that cause of action, even if pleaded in terms of state law, is in re- of action, even if pleaded in terms of state law, is in re- ality based on federal law."

Ibid. ERISA is one of these ality based on federal law" Ibid. ERISA is one of these statutes. statutes.

Congress enacted ERISA to "protect ...

Congress enacted ERISA to "protect ... the interests of

the interests of participants in employee benefit plans and their benefici- participants in employee benefit plans and their benefici- aries" by setting out substantive regulatory requirements aries" by setting out substantive regulatory requirements for employee benefit plans and to "provid[e] for appropriate for employee benefit plans and to "provid[e] for appropriate remedies, sanctions, and ready access to the Federal courts." remedies, sanctions, and ready access to the Federal courts."

29 U. S. C. § 1001(b). The purpose of ERISA is to provide 29 U. S. C. § 1001(b). The purpose of ERISA is to provide a uniform regulatory regime over employee benefit plans. a uniform regulatory regime over employee benefit plans.

To this end, ERISA includes expansive pre-emption provi- To this end, ERISA includes expansive pre-emption provi- sions, see ERISA § 514, 29 U. S. C. § 1144, which are intended sions, see ERISA § 514,29 U. S. C. § 1144, which are intended to ensure that employee benefit plan regulation would to ensure that employee benefit plan regulation would be "exclusively a federal concern." Alessi v. Raybestos- be "exclusively a federal concern." Alessi v. Raybestos- Manhattan, Inc., 451 U. S. 504, 523 (1981).

Manhattan, Inc., 451 U. S. 504, 523 (1981).

ERISA's "comprehensive legislative scheme" includes "an ERISA's "comprehensive legislative scheme" includes "an integrated system of procedures for enforcement." Russell, integrated system of procedures for enforcement." Russell, 473 U. S., at 147 (internal quotation marks omitted). This 473 U. S., at 147 (internal quotation marks omitted). This integrated enforcement mechanism, ERISA § 502(a), 29 integrated enforcement mechanism, ERISA § 502(a), 29

U. S. C. § 1132(a), is a distinctive feature of ERISA, and es-

U. S. C. § 1132(a), is a distinctive feature of ERISA, and es-

sential to accomplish Congress' purpose of creating a com- sential to accomplish Congress' purpose of creating a com- prehensive statute for the regulation of employee benefit prehensive statute for the regulation of employee benefit plans. As the Court said in Pilot Life Ins. Co. v. Dedeaux, plans. As the Court said in Pilot Life Ins. Co. v. Dedeaux,

"[T]he detailed provisions of § 502(a) set forth a com- "[T]he detailed provisions of § 502(a) set forth a com- prehensive civil enforcement scheme that represents a prehensive civil enforcement scheme that represents a careful balancing of the need for prompt and fair claims careful balancing of the need for prompt and fair claims settlement procedures against the public interest in en- settlement procedures against the public interest in en- couraging the formation of employee benefit plans. The couraging the formation of employee benefit plans. The policy choices reflected in the inclusion of certain reme- policy choices reflected in the inclusion of certain reme- dies and the exclusion of others under the federal dies and the exclusion of others under the federal scheme would be completely undermined if ERISA-plan scheme would be completely undermined if ERISA-plan

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participants and beneficiaries were free to obtain reme- participants and beneficiaries were free to obtain reme- dies under state law that Congress rejected in ERISA. dies under state law that Congress rejected in ERISA.

'The six carefully integrated civil enforcement provi- `The six carefully integrated civil enforcement provi- sions found in § 502(a) of the statute as finally enacted sions found in § 502(a) of the statute as finally enacted ... provide strong evidence that Congress did not intend ... provide strong evidence that Congress did not intend to authorize other remedies that it simply forgot to to authorize other remedies that it simply forgot to incorporate expressly."' Id., at 54 (quoting Russell, incorporate expressly. "' Id., at 54 (quoting Russell, supra, at 146). supra, at 146).

Therefore, any state-law cause of action that duplicates, sup- Therefore, any state-law cause of action that duplicates, sup- plements, or supplants the ERISA civil enforcement remedy plements, or supplants the ERISA civil enforcement remedy conflicts with the clear congressional intent to make the conflicts with the clear congressional intent to make the ERISA remedy exclusive and is therefore pre-empted. See ERISA remedy exclusive and is therefore pre-empted. See 481 U. S., at 54-56; see also Ingersoll-Rand Co. v. McClen- 481 U. S., at 54-56; see also Ingersoll-Rand Co. v. McClen- don, 498 U. S. 133, 143-145 (1990). don, 498 U. S. 133, 143-145 (1990).

The pre-emptive force of ERISA § 502(a) is still stronger.

The pre-emptive force of ERISA § 502(a) is still stronger.

In Metropolitan Life Ins. Co. v. Taylor, 481 U. S. 58, 65-66 In Metropolitan Life Ins. Co. v. Taylor, 481 U. S. 58, 65-66 (1987), the Court determined that the similarity of the lan- (1987), the Court determined that the similarity of the lan- guage used in the Labor Management Relations Act, 1947 guage used in the Labor Management Relations Act, 1947 (LMRA), and ERISA, combined with the "clear intention" of (LMRA), and ERISA, combined with the "clear intention" of Congress "to make § 502(a)(1)(B) suits brought by partici- Congress "to make § 502(a)(1)(B) suits brought by partici- pants or beneficiaries federal questions for the purposes pants or beneficiaries federal questions for the purposes of federal court jurisdiction in like manner as §301 of of federal court jurisdiction in like manner as §301 of the LMRA," established that ERISA §502(a)(1)(B)'s pre- the LMRA," established that ERISA § 502(a)(1)(B)'s pre- emptive force mirrored the pre-emptive force of LMRA emptive force mirrored the pre-emptive force of LMRA §301. Since LMRA §301 converts state causes of action §301. Since LMRA §301 converts state causes of action into federal ones for purposes of determining the propriety into federal ones for purposes of determining the propriety of removal, see Avco Corp. v. Machinists, 390 U. S. 557 of removal, see Avco Corp. v. Machinists, 390 U. S. 557 (1968), so too does ERISA § 502(a)(1)(B). Thus, the ERISA (1968), so too does ERISA § 502(a)(1)(B). Thus, the ERISA civil enforcement mechanism is one of those provisions with civil enforcement mechanism is one of those provisions with such "extraordinary pre-emptive power" that it "converts an such "extraordinary pre-emptive power" that it "converts an ordinary state common law complaint into one stating a fed- ordinary state common law complaint into one stating á fed- eral claim for purposes of the well-pleaded complaint rule."

eral claim for purposes of the well-pleaded complaint rule."

Metropolitan Life, 481 U. S., at 65-66. Hence, "causes of Metropolitan Life, 481 U. S., at 65-66. Hence, "causes of action within the scope of the civil enforcement provisions of action within the scope of the civil enforcement provisions of §502(a) [are] removable to federal court."

Id., at 66. §502(a) [are] removable to federal court." Id., at 66.

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ERISA § 502(a)(1)(B) provides:

"A civil action may be brought-(1) by a participant or "A civil action may be brought—(1) by a participant or beneficiary-.... (B) to recover benefits due to him under beneficiary—... (B) to recover benefits due to him under the terms of his plan, to enforce his rights under the the terms of his plan, to enforce his rights under the terms of the plan, or to clarify his rights to future terms of the plan, or to clarify his rights to future

benefits under the terms of the plan." benefits under the terms of the plan." 29 U. S. C. § 1132(a)(1)(B). § 1132(a)(1)(B).

If a participant This provision is relatively straightforward.

This provision is relatively straightforward. If a participant or beneficiary believes that benefits promised to him under or beneficiary believes that benefits promised to him under the terms of the plan are not provided, he can bring suit the terms of the plan are not provided, he can bring suit seeking provision of those benefits. A participant or bene- seeking provision of those benefits. A participant or bene- ficiary can also bring suit generically to "enforce his rights" ficiary can also bring suit generically to "enforce his rights" under the plan, or to clarify any of his rights to future bene- under the plan, or to clarify any of his rights to future bene- fits. Any dispute over the precise terms of the plan is re- fits. Any dispute over the precise terms of the plan is re- solved by a court under a de novo review standard, unless solved by a court under a de novo review standard, unless the terms of the plan "giv[e] the administrator or fiduciary the terms of the plan "giv[e] the administrator or fiduciary discretionary authority to determine eligibility for benefits discretionary authority to determine eligibility for benefits or to construe the terms of the plan." Firestone Tire & or to construe the terms of the plan." Firestone Tire & Rubber Co. v. Bruch, 489 U. S. 101, 115 (1989).

Rubber Co. v. Bruch, 489 U. S. 101, 115 (1989).

It follows that if an individual brings suit complaining of a It follows that if an individual brings suit complaining of a denial of coverage for medical care, where the individual is denial of coverage for medical care, where the individual is entitled to such coverage only because of the terms of an entitled to such coverage only because of the terms of an ERISA-regulated employee benefit plan, and where no legal ERISA-regulated employee benefit plan, and where no legal duty (state or federal) independent of ERISA or the plan duty (state or federal) independent of ERISA or the plan terms is violated, then the suit falls "within the scope of" terms is violated, then the suit falls "within the scope of" In ERISA § 502(a)(1)(B). Metropolitan Life, supra, at 66.

ERISA § 502(a)(1)(B). Metropolitan Life, supra, at 66. In other words, if an individual, at some point in time, could other words, if an individual, at some point in time, could have brought his claim under ERISA §502(a)(1)(B), and have brought his claim under ERISA § 502(a)(1)(B), and where there is no other independent legal duty that is impli- where there is no other independent legal duty that is impli- cated by a defendant's actions, then the individual's cause of cated by a defendant's actions, then the individual's cause of action is completely pre-empted by ERISA § 502(a)(1)(B). action is completely pre-empted by ERISA § 502(a)(1)(B).

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To determine whether respondents' causes of action fall To determine whether respondents' causes of action fall "within the scope" of ERISA § 502(a)(1)(B), we must examine "within the scope" of ERISA § 502(a)(1)(B), we must examine respondents' complaints, the statute on which their claims respondents' complaints, the statute on which their claims are based (the THCLA), and the various plan documents. are based (the THCLA), and the various plan documents.

Davila alleges that Aetna provides health coverage under his Davila alleges that Aetna provides health coverage under his employer's health benefits plan. App. H to Pet. for Cert. in employer's health benefits plan. App. H to Pet. for Cert. in No. 02-1845, p. 67a,

No. 02-1845, p. 67a, 111. Davila also alleges that after his primary care physician prescribed Vioxx, Aetna refused to primary care physician prescribed Vioxx, Aetna refused to pay for it. Id., at 67a,

Id., at 67a, 112. The only action complained of pay for it. was Aetna's refusal to approve payment for Davila's Vioxx was Aetna's refusal to approve payment for Davila's Vioxx prescription. Further, the only relationship Aetna had with prescription. Further, the only relationship Aetna had with Davila was its partial administration of Davila's employer's Davila was its partial administration of Davila's employer's benefit plan. See App. JA-25, JA-31, JA-39 to JA-40, benefit plan. See App. JA-25, JA-31, JA-39 to JA-40, JA-45 to JA-48, JA-108.

JA-45 to JA-48, JA-108.

Id., at JA-184,

Similarly, Calad alleges that she receives, as her husband's Similarly, Calad alleges that she receives, as her husband's beneficiary under an ERISA-regulated benefit plan, health beneficiary under an ERISA-regulated benefit plan, health coverage from CIGNA.

coverage from CIGNA. Id., at JA-184, 117. She alleges that she was informed by CIGNA, upon admittance into a that she was informed by CIGNA, upon admittance into a hospital for major surgery, that she would be authorized to hospital for major surgery, that she would be authorized to stay for only one day. Id., at JA-184, 18. She also alleges stay for only one day. Id., at JA-184, 118. She also alleges that CIGNA, acting through a discharge nurse, refused to that CIGNA, acting through a discharge nurse, refused to authorize more than a single day despite the advice and rec- authorize more than a single day despite the advice and rec- ommendation of her treating physician.

Id., at JA-185, ommendation of her treating physician. Id., at JA-185, 20, 21. Calad contests only CIGNA's decision to refuse ¶¶ 20, 21. Calad contests only CIGNA's decision to refuse coverage for her hospital stay. Id., at JA-185, 20. And, coverage for her hospital stay. Id., at JA-185, 120. And, as in Davila's case, the only connection between Calad and as in Davila's case, the only connection between Calad and CIGNA is CIGNA's administration of portions of Calad's CIGNA is CIGNA's administration of portions of Calad's ERISA-regulated benefit plan.

Id., at JA-219 to JA-221.

ERISA-regulated benefit plan. Id., at JA-219 to JA-221.

It is clear, then, that respondents complain only about de- It is clear, then, that respondents complain only about de- nials of coverage promised under the terms of ERISA- nials of coverage promised under the terms of ERISA- regulated employee benefit plans. Upon the denial of ben- regulated employee benefit plans. Upon the denial of ben- efits, respondents could have paid for the treatment efits, respondents could have paid for the treatment themselves and then sought reimbursement through a themselves and then sought reimbursement through a § 502(a)(1)(B) action, or sought a preliminary injunction, see § 502(a)(1)(B) action, or sought a preliminary injunction, see Pryzbowski v. U S. Healthcare, Inc., 245 F. 3d 266, 274 (CA3 Pryzbowski v. U. S. Healthcare, Inc., 245 F. 3d 266, 274 (CA3

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2001) (giving examples where federal courts have issued 2001) (giving examples where federal courts have issued such preliminary injunctions).2 such preliminary injunctions). 2

Respondents contend, however, that the complained-of ac- Respondents contend, however, that the complained-of ac- tions violate legal duties that arise independently of ERISA tions violate legal duties that arise independently of ERISA or the terms of the employee benefit plans at issue in these or the terms of the employee benefit plans at issue in these cases. Both respondents brought suit specifically under the cases. Both respondents brought suit specifically under the THCLA, alleging that petitioners "controlled, influenced, THCLA, alleging that petitioners "controlled, influenced, participated in and made decisions which affected the quality participated in and made decisions which affected the quality of the diagnosis, care, and treatment provided" in a manner of the diagnosis, care, and treatment provided" in a manner that violated "the duty of ordinary care set forth in §§ 88.001 that violated "the duty of ordinary care set forth in §§ 88.001 and 88.002." App. H to Pet. for Cert. in No. 02-1845, at 69a, and 88.002." App. H to Pet. for Cert. in No. 02-1845, at 69a, 18; see also App. JA-187, 28. Respondents contend that 118; see also App. JA-187, ¶ 28. Respondents contend that this duty of ordinary care is an independent legal duty.

this duty of ordinary care is an independent legal duty.

They analogize to this Court's decisions interpreting LMRA They analogize to this Court's decisions interpreting LMRA § 301, 29 U. S. C. § 185, with particular focus on Caterpil- § 301, 29 U.S. C. § 185, with particular focus on Caterpil- lar Inc. v. Williams, 482 U. S. 386 (1987) (suit for breach of lar Inc. v. Williams, 482 U. S. 386 (1987) (suit for breach of individual employment contract, even if defendant's action individual employment contract, even if defendant's action also constituted a breach of an entirely separate collective- also constituted a breach of an entirely separate collective- bargaining agreement, not pre-empted by LMRA § 301). bargaining agreement, not pre-empted by LMRA § 301).

Because this duty of ordinary care arises independently of Because this duty of ordinary care arises independently of any duty imposed by ERISA or the plan terms, the argu- any duty imposed by ERISA or the plan terms, the argu- ment goes, any civil action to enforce this duty is not within ment goes, any civil action to enforce this duty is not within the scope of the ERISA civil enforcement mechanism. the scope of the ERISA civil enforcement mechanism.

The duties imposed by the THCLA in the context of these The duties imposed by the THCLA in the context of these cases, however, do not arise independently of ERISA or the cases, however, do not arise independently of ERISA or the plan terms. The THCLA does impose a duty on managed plan terms. The THCLA does impose a duty on managed care entities to "exercise ordinary care when making health care entities to "exercise ordinary care when making health care treatment decisions," and makes them liable for dam- care treatment decisions," and makes them liable for dam- ages proximately caused by failures to abide by that duty. ages proximately caused by failures to abide by that duty.

2 Respondents also argue that the benefit due under their ERISA- 2 Respondents also argue that the benefit due under their ERISA- regulated employee benefit plans is simply the membership in the respec- regulated employee benefit plans is simply the membership in the respec- tive HMOs, not coverage for the particular medical treatments that are tive HMOs, not coverage for the particular medical treatments that are delineated in the plan documents. See Brief for Respondents 28-30. Re- delineated in the plan documents. See Brief for Respondents 28-30. Re- spondents did not identify this possible argument in their brief in opposi- spondents did not identify this possible argument in their brief in opposi- tion to the petitions for certiorari, and we deem it waived. See this tion to the petitions for certiorari, and we deem it waived. See this Court's Rule 15.2.

Court's Rule 15.2.

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§ 88.002(a). However, if a managed care entity correctly § 88.002(a). However, if a managed care entity correctly concluded that, under the terms of the relevant plan, a par- concluded that, under the terms of the relevant plan, a par- ticular treatment was not covered, the managed care entity's ticular treatment was not covered, the managed care entity's denial of coverage would not be a proximate cause of any denial of coverage would not be a proximate cause of any injuries arising from the denial. Rather, the failure of the injuries arising from the denial. Rather, the failure of the plan itself to cover the requested treatment would be the plan itself to cover the requested treatment would be the proximate cause.' More significantly, the THCLA clearly proximate cause.' More significantly, the THCLA clearly states that "[t]he standards in Subsections (a) and (b) create states that "[t]he standards in Subsections (a) and (b) create no obligation on the part of the health insurance carrier, no obligation on the part of the health insurance carrier, health maintenance organization, or other managed care en- health maintenance organization, or other managed care en- tity to provide to an insured or enrollee treatment which tity to provide to an insured or enrollee treatment which is not covered by the health care plan of the entity."

is not covered by the health care plan of the entity." § 88.002(d). Hence, a managed care entity could not be sub- § 88.002(d). Hence, a managed care entity could not be sub- ject to liability under the THCLA if it denied coverage for ject to liability under the THCLA if it denied coverage for any treatment not covered by the health care plan that it any treatment not covered by the health care plan that it was administering. was administering.

Thus, interpretation of the terms of respondents' benefit Thus, interpretation of the terms of respondents' benefit plans forms an essential part of their THCLA claim, and plans forms an essential part of their THCLA claim, and THCLA liability would exist here only because of petition- THCLA liability would exist here only because of petition- ers' administration of ERISA-regulated benefit plans. Peti- ers' administration of ERISA-regulated benefit plans. Peti- tioners' potential liability under the THCLA in these cases, tioners' potential liability under the THCLA in these cases, then, derives entirely from the particular rights and obliga- then, derives entirely from the particular rights and obliga- tions established by the benefit plans. So, unlike the state- tions established by the benefit plans. So, unlike the state- law claims in Caterpillar, supra, respondents' THCLA law claims in Caterpillar, supra, respondents' THCLA causes of action are not entirely independent of the feder- causes of action are not entirely independent of the feder- ally regulated contract itself. Cf. Allis-Chalmers Corp. v.

ally regulated contract itself. Cf. Allis-Chalmers Corp. v.

Lueck, 471 U. S. 202, 217 (1985) (state-law tort of bad-faith Lueck, 471 U. S. 202, 217 (1985) (state-law tort of bad-faith handling of insurance claim pre-empted by LMRA §301, handling of insurance claim pre-empted by LMRA §301, since the "duties imposed and rights established through the since the "duties imposed and rights established through the state tort... derive[d] from the rights and obligations estab- state tort ... derive[d] from the rights and obligations estab- lished by the contract"); Steelworkers v. Rawson, 495 U. S. lished by the contract"); Steelworkers v. Rawson, 495 U. S.

I To take a clear example, if the terms of the health care plan specifically 8 To take a clear example, if the terms of the health care plan specifically exclude from coverage the cost of an appendectomy, then any injuries exclude from coverage the cost of an appendectomy, then any injuries caused by the refusal to cover the appendectomy are properly attributed caused by the refusal to cover the appendectomy are properly attributed to the terms of the plan itself, not the managed care entity that applied to the terms of the plan itself, not the managed care entity that applied those terms. those terms.

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362, 371 (1990) (state-law tort action brought due to alleged 362, 371 (1990) (state-law tort action brought due to alleged negligence in the inspection of a mine was pre-empted, negligence in the inspection of a mine was pre-empted, as the duty to inspect the mine arose solely out of the as the duty to inspect the mine arose solely out of the collective-bargaining agreement). collective-bargaining agreement).

Hence, respondents bring suit only to rectify a wrongful Hence, respondents bring suit only to rectify a wrongful denial of benefits promised under ERISA-regulated plans, denial of benefits promised under ERISA-regulated plans, and do not attempt to remedy any violation of a legal and do not attempt to remedy any violation of a legal duty independent of ERISA. We hold that respondents' duty independent of ERISA. We hold that respondents' state causes of action fall "within the scope of" ERISA state causes of action fall "within the scope of" ERISA § 502(a)(1)(B), Metropolitan Life, 481 U.S., at 66, and are § 502(a)(1)(B), Metropolitan Life, 481 U.S., at 66, and are therefore completely pre-empted by ERISA §502 and re- therefore completely pre-empted by ERISA §502 and re- movable to federal district court.4 movable to federal district court.4

The Court of Appeals came to a contrary conclusion for The Court of Appeals came to a contrary conclusion for several reasons, all of them erroneous. First, the Court of several reasons, all of them erroneous. First, the Court of Appeals found significant that respondents "assert a tort Appeals found significant that respondents "assert a tort claim for tort damages" rather than "a contract claim for claim for tort damages" rather than "a contract claim for contract damages," and that respondents "are not seeking contract damages," and that respondents "are not seeking reimbursement for benefits denied them." 307 F. 3d, at 309. reimbursement for benefits denied them." 307 F. 3d, at 309.

But, distinguishing between pre-empted and non-pre-empted But, distinguishing between pre-empted and non-pre-empted claims based on the particular label affixed to them would claims based on the particular label affixed to them would "elevate form over substance and allow parties to evade" "elevate form over substance and allow parties to evade" the pre-emptive scope of ERISA simply "by relabeling their the pre-emptive scope of ERISA simply "by relabeling their contract claims as claims for tortious breach of contract." contract claims as claims for tortious breach of contract."

Allis-Chalmers, supra, at 211. Nor can the mere fact that Allis-Chalmers, supra, at 211. Nor can the mere fact that the state cause of action attempts to authorize remedies the state cause of action attempts to authorize remedies beyond those authorized by ERISA § 502(a) put the cause beyond those authorized by ERISA § 502(a) put the cause

4 Respondents also argue that ERISA §502(a) completely pre-empts a 4 Respondents also argue that ERISA §502(a) completely pre-empts a state cause of action only if the cause of action would be pre-empted under state cause of action only if the cause of action would be pre-empted under ERISA § 514(a); respondents then argue that their causes of action do not ERISA §514(a); respondents then argue that their causes of action do not fall under the terms of § 514(a). But a state cause of action that provides fall under the terms of § 514(a). But a state cause of action that provides an alternative remedy to those provided by the ERISA civil enforcement an alternative remedy to those provided by the ERISA civil enforcement mechanism conflicts with Congress' clear intent to make the ERISA mech- mechanism conflicts with Congress' clear intent to make the ERISA mech- anism exclusive. See Ingersoll-Rand Co. v. McClendon, 498 U. S. 133, 142 anism exclusive. See Ingersoll-Rand Co. v. McClendon, 498 U.S. 133,142 (1990) (holding that "[e]ven.if there were no express pre-emption [under (1990) (holding that "[e]ven .if there were no express pre-emption [under ERISA §514(a)]" of the cause of action in that case, it "would be pre- ERISA §514(a)]" of the cause of action in that case, it "would be pre- empted because it conflict[ed] directly with an ERISA cause of action").

empted because it conflicted] directly with an ERISA cause of action").

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of action outside the scope of the ERISA civil enforce- of action outside the scope of the ERISA civil enforce- In Pilot Life, Metropolitan Life, and ment mechanism. ment mechanism. In Pilot Life, Metropolitan Life, and Ingersoll-Rand, the plaintiffs all brought state claims that Ingersoll-Rand, the plaintiffs all brought state claims that were labeled either tort or tort-like. See Pilot Life, 481 were labeled either tort or tort-like. See Pilot Life, 481

U. S., at 43 (suit for, inter alia, "'Tortious Breach of Con-

U. S., at 43 (suit for, inter alia, "`Tortious Breach of Con-

tract' "); Metropolitan Life, supra, at 61-62 (suit requesting tract"'); Metropolitan Life, supra, at 61-62 (suit requesting damages for "mental anguish caused by breach of [the] con- damages for "mental anguish caused by breach of [the] con- tract"); Ingersoll-Rand, 498 U. S., at 136 (suit brought under tract"); Ingersoll-Rand, 498 U. S., at 136 (suit brought under various tort and contract theories). And, the plaintiffs in various tort and contract theories). And, the plaintiffs in these three cases all sought remedies beyond those author- these three cases all sought remedies beyond those author- ized under ERISA. See Pilot Life, supra, at 43 (compensa- ized under ERISA. See Pilot Life, supra, at 43 (compensa- tory and punitive damages); Metropolitan Life, supra, at 61 tory and punitive damages); Metropolitan Life, supra, at 61 (mental anguish); Ingersoll-Rand, supra, at 136 (punitive (mental anguish); Ingersoll-Rand, supra, at 136 (punitive damages, mental anguish). And, in all these cases, the damages, mental anguish). And, in all these cases, the plaintiffs' claims were pre-empted. The limited remedies plaintiffs' claims were pre-empted. The limited remedies available under ERISA are an inherent part of the "careful available under ERISA are an inherent part of the "careful balancing" between ensuring fair and prompt enforcement balancing" between ensuring fair and prompt enforcement of rights under a plan and the encouragement of the creation of rights under a plan and the encouragement of the creation of such plans. Pilot Life, supra, at 55.

of such plans. Pilot Life, supra, at 55.

Second, the Court of Appeals believed that "the wording Second, the Court of Appeals believed that "the wording of [respondents'] plans is immaterial" to their claims, as of [respondents'] plans is immaterial" to their claims, as "they invoke an external, statutorily imposed duty of 'ordi- "they invoke an external, statutorily imposed duty of `ordi- nary care."' 307 F. 3d, at 309. But as we have already dis- nary care."' 307 F. 3d, at 309. But as we have already dis- cussed, the wording of the plans is certainly material to their cussed, the wording of the plans is certainly material to their state causes of action, and the duty of "ordinary care" that state causes of action, and the duty of "ordinary care" that the THCLA creates is not external to their rights under the THCLA creates is not external to their rights under their respective plans. their respective plans.

Ultimately, the Court of Appeals rested its decision on one Ultimately, the Court of Appeals rested its decision on one line from Rush Prudential. There, we described our hold- line from Rush Prudential. There, we described our hold- ing in Ingersoll-Rand as follows: "[W]hile state law dupli- ing in Ingersoll-Rand as follows: "[W]hile state law dupli- cated the elements of a claim available under ERISA, it con- cated the elements of a claim available under ERISA, it con- verted the remedy from an equitable one under § 1132(a)(3) verted the remedy from an equitable one under § 1132(a)(3) (available exclusively in federal district courts) into a legal (available exclusively in federal district courts) into a legal one for money damages (available in a state tribunal)." 536 one for money damages (available in a state tribunal)." 536

U. S., at 379. The point of this sentence was to describe why

U. S., at 379. The point of this sentence was to describe why

the state cause of action in Ingersoll-Rand was pre-empted the state cause of action in Ingersoll-Rand was pre-empted by ERISA § 502(a): It was pre-empted because it attempted by ERISA § 502(a): It was pre-empted because it attempted

216 AETNA HEALTH INC. v. DAVILA AETNA HEALTH INC. v. DAVILA

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to convert an equitable remedy into a legal remedy. No- to convert an equitable remedy into a legal remedy. No- where in Rush Prudential did we suggest that the pre- where in Rush Prudential did we suggest that the pre- emptive force of ERISA § 502(a) is limited to the situation in emptive force of ERISA § 502(a) is limited to the situation in which a state cause of action precisely duplicates a cause of which a state cause of action precisely duplicates a cause of action under ERISA § 502(a). action under ERISA §502(a).

Nor would it be consistent with our precedent to conclude Nor would it be consistent with our precedent to conclude that only strictly duplicative state causes of action are pre- that only strictly duplicative state causes of action are pre- empted. Frequently, in order to receive exemplary dam- empted. Frequently, in order to receive exemplary dam-- ages on a state claim, a plaintiff must prove facts beyond ages on a state claim, a plaintiff must prove facts beyond the bare minimum necessary to establish entitlement to an the bare minimum necessary to establish entitlement to an award. Cf. Allis-Chalmers, 471 U. S., at 217 (bad-faith re- award. Cf. Allis-Chalmers, 471 U. S., at 217 (bad-faith re- fusal to honor a claim needed to be proved in order to re- fusal to honor a claim needed to be proved in order to re- cover exemplary damages).

In order to recover for' mental cover exemplary damages). In order to recover for' mental anguish, for instance, the plaintiffs in Ingersoll-Rand and anguish, for instance, the plaintiffs in Ingersoll-Rand and Metropolitan Life would presumably have had to prove the Metropolitan Life would presumably have had to prove the existence of mental anguish; there is no such element in an existence of mental anguish; there is no such element in an ordinary suit brought under ERISA §502(a)(1)(B). See ordinary suit brought under ERISA § 502(a)(1)(B). See Ingersoll-Rand, supra, at 136; Metropolitan Life, supra, Ingersoll-Rand, supra, at 136; Metropolitan Life, supra, at 61. This did not save these state causes of action from at 61. This did not save these state causes of action from pre-emption. Congress' intent to make the ERISA civil en- pre-emption. Congress' intent to make the ERISA civil en- forcement mechanism exclusive would be undermined if forcement mechanism exclusive would be undermined if state causes of action that supplement the ERISA § 502(a) state causes of action that supplement the ERISA §502(a) remedies were permitted, even if the elements of the state remedies were permitted, even if the elements of the state cause of action did not precisely duplicate the elements of an cause of action did not precisely duplicate the elements of an ERISA claim.

ERISA claim.

Respondents also argue-for the first time in their brief Respondents also argue—for the first time in their brief to this Court-that the THCLA is a law that regulates insur- to this Court—that the THCLA is a law that regulates insur- ance, and hence that ERISA § 514(b)(2)(A) saves their causes ance, and hence that ERISA § 514(b)(2)(A) saves their causes of action from pre-emption (and thereby from complete pre- of action from pre-emption (and thereby from complete pre- emption).5 This argument is unavailing. The existence of emption) .5 This argument is unavailing. The existence of

"[N]othing in this subchapter shall be construed to exempt or relieve any "[N]othing in this subchapter shall be construed to exempt or relieve any person from any law of any State which regulates insurance, banking, person from any law of any State which regulates insurance, banking, or securities." or securities."

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a comprehensive remedial scheme can demonstrate an "over- a comprehensive remedial scheme can demonstrate an "over- powering federal policy" that determines the interpretation powering federal policy" that determines the interpretation of a statutory provision designed to save state law from of a statutory provision designed to save state law from being pre-empted. Rush Prudential, 536 U. S., at 375. being pre-empted. Rush Prudential, 536 U. S., at 375.

ERISA's civil enforcement provision is one such example.

ERISA's civil enforcement provision is one such example.

See ibid.

See ibid.

As this Court stated in Pilot Life, "our understanding of As this Court stated in Pilot Life, "our understanding of [§ 514(b)(2)(A)] must be informed by the legislative intent [§ 514(b)(2)(A)] must be informed by the legislative intent concerning the civil enforcement provisions provided by concerning the civil enforcement provisions provided by ERISA § 502(a), 29 U. S. C. § 1132(a)."

481 U. S., at 52. The ERISA § 502(a), 29 U. S. C. § 1132(a)." 481 U. S., at 52. The Court concluded that "[t]he policy choices reflected in the Court concluded that "[t]he policy choices reflected in -the inclusion of certain remedies and the exclusion of others inclusion of certain remedies and the exclusion of others under the federal scheme would be completely undermined under the federal scheme would be completely undermined if ERISA-plan participants and beneficiaries were free to ob- if ERISA-plan participants and beneficiaries were free to ob- tain remedies under state law that Congress rejected in tain remedies under state law that Congress rejected in Id., at 54. The Court then held, based on

ERISA." Id., at 54. The Court then held, based on

"the common-sense understanding of the saving clause, "the common-sense understanding of the saving clause, the McCarran-Ferguson Act factors defining the busi- the McCarran-Ferguson Act factors defining the busi- ness of insurance, and, most importantly, the clear ex- ness of insurance, and, most importantly, the clear ex- pression of congressional intent that ERISA's civil en- pression of congressional intent that ERISA's civil en- forcement scheme be exclusive,... that [the plaintiff's] forcement scheme be exclusive.... that [the plaintiff's] state law suit asserting improper processing of a claim state law suit asserting improper processing of a claim for benefits under an ERISA-regulated plan is not saved for benefits under an ERISA-regulated plan is not saved by § 514(b)(2)(A)."

Id., at 57 (emphasis added). by § 514(b)(2)(A)." Id., at 57 (emphasis added).

Pilot Life's reasoning applies here with full force. Allow- Pilot Life's reasoning applies here with full force. Allow- ing respondents to proceed with their state-law suits would ing respondents to proceed with their state-law suits would "pose an obstacle to the purposes and objectives of Con- "pose an obstacle to the purposes and objectives of Con- gress."

Id., at 52. As this Court has recognized in both gress." Id., at 52. As this Court has recognized in both Rush Prudential and Pilot Life, ERISA § 514(b)(2)(A) must Rush Prudential and Pilot Life, ERISA § 514(b)(2)(A) must be interpreted in light of the congressional intent to create be interpreted in light of the congressional intent to create an exclusive federal remedy in ERISA § 502(a). Under ordi- an exclusive federal remedy in ERISA §502(a). Under ordi- nary principles of conflict pre-emption, then, even a state law nary principles of conflict pre-emption, then, even a state law that can arguably be characterized as "regulating insurance" that can arguably be characterized as "regulating insurance" will be pre-empted if it provides a separate vehicle to assert will be pre-empted if it provides a separate vehicle to assert

218 AETNA HEALTH INC. v. DAVILA AETNA HEALTH INC. v. DAVILA

Opinion of the Court Opinion of the Court

a claim for benefits outside of, or in addition to, ERISA's a claim for benefits outside of, or in addition to, ERISA's remedial scheme. remedial scheme.

Respondents, their amici, and some Courts of Appeals Respondents, their amici, and some Courts of Appeals have relied heavily upon Pegram v. Herdrich, 530 U. S. 211 have relied heavily upon Pegram v. Herdrich, 530 U. S. 211 (2000), in arguing that ERISA does not pre-empt or com- (2000), in arguing that ERISA does not pre-empt or com- pletely pre-empt state suits such as respondents'. They, pletely pre-empt state suits such as respondents'. They, contend that Pegram makes it clear that causes of action contend that Pegram makes it clear that causes of action such as respondents' do not "relate to [an] employee benefit such as respondents' do not "relate to [an] employee benefit plan," ERISA § 514(a), 29 U. S. C. § 1144(a), and hence are plan," ERISA § 514(a), 29 U. S. C. § 1144(a), and hence are not pre-empted. See Brief for Respondents 35-38; Cicio v. not pre-empted. See Brief for Respondents 35-38; Cicio v.

Does, 321 F. 3d 83, 100-104 (CA2 2003), cert. pending sub Does, 321 F. 3d 83, 100-104 (CA2 2003), cert. pending sub nom. Vytra Healthcare v. Cicio, No. 03-69 [REPORTER'S nom. Vytra Healthcare v. Cicio, No. 03-69 [REPORTER'S NOTE: See post, p. 933]; see also Land v. CIGNA Healthcare NOTE: See post, p. 933]; see also Land v CIGNA Healthcare of Fla., 339 F. 3d 1286, 1292-1294 (CAll 2003). of Fla., 339 F. 3d 1286, 1292-1294 (CAll 2003).

Pegram cannot be read so broadly.

In Pegram, the plain- Pegram cannot be read so broadly. In Pegram, the plain- tiff sued her physician-owned-and-operated HMO (which pro- tiff sued her physician-owned-and-operated HMO (which pro- vided medical coverage through plaintiff's employer pursu- vided medical coverage through plaintiff's employer pursu- ant to an ERISA-regulated benefit plan) and her treating ant to an ERISA-regulated benefit plan) and her treating physician, both for medical malpractice and for a breach of physician, both for medical malpractice and for a breach of an ERISA fiduciary duty. See 530 U. S., at 215-216. The an ERISA fiduciary duty. See 530 U. S., at 215-216. The plaintiff's treating physician was also the person charged plaintiff's treating physician was also the person charged with administering plaintiff's benefits; it was she who de- with administering plaintiff's benefits; it was she who de- cided whether certain treatments were covered. See id., at cided whether certain treatments were covered. See id., at

228. We reasoned that the physician's "eligibility decision

and the treatment decision were inextricably mixed."

Id., and the treatment decision were inextricably mixed." Id., at 229. We concluded that "Congress did not intend [the at 229. We concluded that "Congress did not intend [the defendant HMO] or any other HMO to be treated as a fidu- defendant HMO] or any other HMO to be treated as a fidu- ciary to the extent that it makes mixed eligibility decisions ciary to the extent that it makes mixed eligibility decisions acting through its physicians."

Id., at 231. acting through its physicians." Id., at 231.

A benefit determination under ERISA, though, is gener- A benefit determination under ERISA, though, is gener- ally a fiduciary act. See Bruch, 489 U. S., at 111-113.

"At ally a fiduciary act. See Bruch, 489 U. S., at 111-113. "At common law, fiduciary duties characteristically attach to de- common law, fiduciary duties characteristically attach to de- cisions about managing assets and distributing property to cisions about managing assets and distributing property to beneficiaries." Pegram, supra, at 231; cf. 2A A. Scott & beneficiaries." Pegram, supra, at 231; cf. 2A A. Scott &

W. Fratcher, Law of Trusts §§ 182, 183 (4th ed. 1987);

W. Fratcher, Law of Trusts §§ 182, 183 (4th ed. 1987);

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219

Opinion of the Court Opinion of the Court

G. Bogert & G. Bogert, Law of Trusts & Trustees § 541 (rev.

G. Bogert & G. Bogert, Law of Trusts & Trustees § 541 (rev.

2d ed. 1993). Hence, a benefit determination is part and par- 2d ed. 1993). Hence, a benefit determination is part and par- cel of the ordinary fiduciary responsibilities connected to the cel of the ordinary fiduciary responsibilities connected to the administration of a plan. See Varity Corp. v. Howe, 516 administration of a plan. See Varity Corp. v. Howe, 516

U. S. 489, 512 (1996) (relevant plan fiduciaries owe a "fidu-

U. S. 489, 512 (1996) (relevant plan fiduciaries owe a "fidu-

ciary duty with respect to the interpretation of plan docu- ciary duty with respect to the interpretation of plan docu- ments and the payment of claims"). The fact that a benefits ments and the payment of claims"). The fact that a benefits determination is infused with medical judgments does not determination is infused with medical judgments does not alter this result. alter this result.

Pegram itself recognized this principle. Pegram, in high- Pegram itself recognized this principle. Pegram, in high- lighting its conclusion that "mixed eligibility decisions" were lighting its conclusion that "mixed eligibility decisions" were not fiduciary in nature, contrasted the operation of "[t]radi- not fiduciary in nature, contrasted the operation of "[t]radi- tional trustees administer[ing] a medical trust" and "physi- tional trustees administer[ing] a medical trust" and "physi- cians through whom HMOs act." 530 U. S., at 231-232. A cians through whom HMOs act." 530 U. S., at 231-232. A traditional medical trust is administered by "paying out traditional medical trust is administered by "paying out money to buy medical care, whereas physicians making money to buy medical care, whereas physicians making mixed eligibility decisions consume the money as well." mixed eligibility decisions consume the money as well."

Ibid. And, significantly, the Court stated that "[p]rivate Ibid. And, significantly, the Court stated that "[p]rivate trustees do not make treatment judgments."

Id., at 232. trustees do not make treatment judgments." Id., at 232.

But a trustee managing a medical trust undoubtedly must But a trustee managing a medical trust undoubtedly must make administrative decisions that require the exercise of make administrative decisions that require the exercise of medical judgment. Petitioners are not the employers of re- medical judgment. Petitioners are not the employers of re- spondents' treating physicians and are therefore in a some- spondents' treating physicians and are therefore in a some- what analogous position to that of a trustee for a traditional what analogous position to that of a trustee for a traditional medical trust.6 medical trust.'

'Both Pilot Life and Metropolitan Life support this understanding.

'Both Pilot Life and Metropolitan Life support this understanding.

The plaintiffs in Pilot Life and Metropolitan Life challenged disability The plaintiffs in Pilot Life and Metropolitan Life challenged disability determinations made by the insurers of their ERISA-regulated employee determinations made by the insurers of their ERISA-regulated employee benefit plans. See Pilot Life Ins. Co. v. Dedeaux, 481 U. S. 41, 43 (1987); benefit plans. See Pilot Life Ins. Co. v. Dedeaux, 481 U. S. 41, 43 (1987); Metropolitan Life Ins. Co. v. Taylor, 481 U. S. 58, 61 (1987). A disability Metropolitan Life Ins. Co. v. Taylor, 481 U. S. 58, 61 (1987). A disability determination often involves medical judgments. See, e. g., ibid. (plaintiff determination often involves medical judgments. See, e. g., ibid. (plaintiff determined not to be disabled only after a medical examination under- determined not to be disabled only after a medical examination under- taken by one of his employer's physicians). Yet, in both Pilot Life and taken by one of his employer's physicians). Yet, in both Pilot Life and Metropolitan Life, the Court held that the causes of action were pre- Metropolitan Life, the Court held that the causes of action were pre- empted. Cf. Black & Decker Disability Plan v. Nord, 538 U. S. 822 (2003) empted. Cf. Black & Decker Disability Plan v. Nord, 538 U. S. 822 (2003) (discussing "treating physician" rule in the context of disability determina- (discussing "treating physician" rule in the context of disability determina- tions made by ERISA-regulated disability plans).

tions made by ERISA-regulated disability plans).

220 AETNA HEALTH INC. v. DAVILA AETNA HEALTH INC. v. DAVILA

Opinion of the Court Opinion of the Court

ERISA itself and its implementing regulations confirm ERISA itself and its implementing regulations confirm this interpretation. ERISA defines a fiduciary as any per- this interpretation. ERISA defines a fiduciary as any per- son "to the extent . . . he has any discretionary author- son "to the extent .. . he has any discretionary author- ity or discretionary responsibility in the administration of ity or discretionary responsibility in the administration of [an employee benefit] plan." § 3(21)(A)(iii), 29 U. S. C. [an employee benefit] plan." § 3(21)(A)(iii), 29 U. S. C. § 1002(21)(A)(iii). When administering employee benefit § 1002(21)(A)(iii). When administering employee benefit plans, HMOs must make discretionary decisions regarding plans, HMOs must make discretionary decisions regarding eligibility for plan benefits, and, in this regard, must be eligibility for plan benefits, and, in this regard, must be treated as plan fiduciaries. See Varity Corp., supra, at 511 treated as plan fiduciaries. See Varity Corp., supra, at 511 (plan administrator "engages in a fiduciary act when making (plan administrator "engages in a fiduciary act when making a discretionary determination about whether a claimant is a discretionary determination about whether a claimant is entitled to benefits under the terms of the plan documents").

entitled to benefits under the terms of the plan documents").

Also, ERISA § 503, which specifies minimum requirements Also, ERISA § 503, which specifies minimum requirements for a plan's claim procedure, requires plans to "afford a rea- for a plan's claim procedure, requires plans to "afford a rea- sonable opportunity to any participant whose claim for bene- sonable opportunity to any participant whose claim for bene- fits has been denied for a full and fair review by the appro- fits has been denied for a full and fair review by the appro- priate named fiduciary of the decision denying the claim." priate named fiduciary of the decision denying the claim."

29 U. S. C. § 1133(2). This strongly suggests that the ulti-

29 U. S. C. § 1133(2). This strongly suggests that the ulti-

mate decisionmaker in a plan regarding an award of benefits mate decisionmaker in a plan regarding an award of benefits must be a fiduciary and must be acting as a fiduciary when must be a fiduciary and must be acting as a fiduciary when determining a participant's or beneficiary's claim. The rele- determining a participant's or beneficiary's claim. The rele- vant regulations also establish extensive requirements to en- vant regulations also establish extensive requirements to en- sure full and fair review of benefit denials. See 29 CFR sure full and fair review of benefit denials. See 29 CFR § 2560.503-1 (2003). These regulations, on their face, apply § 2560.503-1 (2003). These regulations, on their face; apply equally to health benefit plans and other plans, and do not equally to health benefit plans and other plans, and do not draw distinctions between medical and nonmedical benefits draw distinctions between medical and nonmedical benefits imply determinations.

determinations. Indeed, the regulations strongly imply that benefits determinations involving medical judgments that benefits determinations involving medical judgments are, just as much as any other benefits determinations, ac- are, just as much as any other benefits determinations, ac- tions by plan fiduciaries. See, e. g., §2560.503-1(h)(3)(iii). tions by plan fiduciaries. See, e. g., § 2560.503-1(h)(3)(iii).

Classifying any entity with discretionary authority over ben- Classifying any entity with discretionary authority over ben- efits determinations as anything but a plan fiduciary would efits determinations as anything but a plan fiduciary would thus conflict with ERISA's statutory and regulatory scheme. thus conflict with ERISA's statutory and regulatory scheme.

Since administrators making benefits determinations, even Since administrators making benefits determinations, even determinations based extensively on medical judgments, are determinations based extensively on medical judgments, are ordinarily acting as plan fiduciaries, it was essential to Pe- ordinarily acting as plan fiduciaries, it was essential to Pe-

the regulations strongly Indeed, Cite as: 542 U. S. 200 (2004) Cite as: 542 U. S. 200 (2004)

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Opinion of the Court Opinion of the Court

gram's conclusion that the decisions challenged there were gram's conclusion that the decisions challenged there were truly "mixed eligibility and treatment decisions," 530 U. S., truly "mixed eligibility and treatment decisions," 530 U. S., at 229, i. e., medical necessity decisions made by the plain- at 229, i. e., medical necessity decisions made by the plain- tiff's treating physician qua treating physician and qua bene- tiff's treating physician qua treating physician and qua bene- fits administrator. Put another way, the reasoning of Pe- fits administrator. Put another way, the reasoning of Pe- gram "only make[s] sense where the underlying negligence gram "only make[s] sense where the underlying negligence also plausibly constitutes medical maltreatment by a party also plausibly constitutes medical maltreatment by a party who can be deemed to be a treating physician or such a phy- who can be deemed to be a treating physician or such a phy- sician's employer." Cicio, 321 F. 3d, at 109 (Calabresi, J., sician's employer." Cicio, 321 F. 3d, at 109 (Calabrese, J, dissenting in part). Here, however, petitioners are neither dissenting in part). Here, however, petitioners are neither respondents' treating physicians nor the employers of re- respondents' treating physicians nor the employers of re- spondents' treating physicians. Petitioners' coverage deci- spondents' treating physicians. Petitioners' coverage deci- sions, then, are pure eligibility decisions, and Pegram is not sions, then, are pure eligibility decisions, and Pegram is not implicated.

implicated.

We hold that respondents' causes of action, brought to We hold that respondents' causes of action, brought to remedy only the denial of benefits under ERISA-regulated remedy only the denial of benefits under ERISA-regulated benefit plans, fall within the scope of, and are completely benefit plans, fall within the scope of, and are completely pre-empted by, ERISA § 502(a)(1)(B), and thus removable to pre-empted by, ERISA § 5O2(a)(1)(B), and thus removable to federal district court. The judgment of the Court of Ap- federal district court. The judgment of the Court of Ap- peals is reversed, and the cases are remanded for further peals is reversed, and the cases are remanded for further proceedings consistent with this opinion.7 proceedings consistent with this opinion. 7

It is so ordered.

It is so ordered.

'The United States, as amicus, suggests that some individuals in re- 7 The United States, as amicus, suggests that some individuals in re- spondents' positions could possibly receive some form of "make-whole" spondents' positions could possibly receive some form of "make-whole" relief under ERISA § 502(a)(3). Brief for United States as Amicus Cu- relief under ERISA § 502(a)(3). Brief for United States as Amicus Cu- riae 27, n. 13. However, after their respective District Courts denied riae 27, n. 13. However, after their respective District Courts denied their motions for remand, respondents had the opportunity to amend their their motions for remand, respondents had the opportunity to amend their complaints to bring expressly a claim under ERISA §502(a). Respond- complaints to bring expressly a claim under ERISA §502(a). Respond- ents declined to do so; the District Courts therefore dismissed their com- ents declined to do so; the District Courts therefore dismissed their com- plaints with prejudice. See App. JA-147 to JA-148; id., at JA-298; App.

plaints with prejudice. See App. JA-147 to JA-148; id., at JA-298; App. B to Pet. for Cert. in No. 02-1845, pp. 34a-35a; App. B to Pet. for Cert. in B to Pet. for Cert. in No. 02-1845, pp. 34a-35a; App. B to Pet. for Cert. in No. 03-83, p. 40a. Respondents have thus chosen not to pursue any No. 03-83, p. 40a. Respondents have thus chosen not to pursue any ERISA claim, including any claim arising under ERISA § 502(a)(3). The ERISA claim, including any claim arising under ERISA §502(a)(3). The scope of this provision, then, is not before us, and we do not address it. scope of this provision, then, is not before us, and we do not address it.

222 AETNA HEALTH INC. v. DAVILA AETNA HEALTH INC. v. DAVILA

GINSBURG, J., concurring GINSBURG, J., concurring

JUSTICE GINSBURG, with whom JUSTICE BREYER joins, JUSTICE GINSBURG, with whom JUSTICE BREYER joins,

concurring. concurring.

The Court today holds that the claims respondents as- The Court today holds that the claims respondents as- serted under Texas law are totally preempted by § 502(a) serted under Texas law are totally preempted by §502(a) of the Employee Retirement Income Security Act of 1974 of the Employee Retirement Income Security Act of 1974 (ERISA or Act), 29 U. S. C. § 1132(a). That decision is con- (ERISA or Act), 29 U. S. C. § 1132(a). That decision is con- sistent with our governing case law on ERISA's preemp- sistent with our governing case law on ERISA's preemp- I therefore join the Court's opinion. But, with tive scope. tive scope. I therefore join the Court's opinion. But, with greater enthusiasm, as indicated by my dissenting opinion in greater enthusiasm, as indicated by my dissenting opinion in Great-West Life & Annuity Ins. .Co. v. Knudson, 534 U. S.

Great-West Life & Annuity Ins. Co. v. Knudson, 534 U. S.

204 (2002), I also join "the rising judicial chorus urging that 204 (2002), I also join "the rising judicial chorus urging that Congress and [this] Court revisit what is an unjust and in- Congress and [this] Court revisit what is an unjust and in- creasingly tangled ERISA regime." DiFelice v. AETNA creasingly tangled ERISA regime." DiFelice v. AETNA

U. S. Healthcare, 346 F. 3d 442, 453 (CA3 2003) (Becker, J.,

U. S. Healthcare, 346 F. 3d 442, 453 (CA3 2003) (Becker, J.,

concurring). concurring).

Because the Court has coupled an encompassing interpre- Because the Court has coupled an encompassing interpre- tation of ERISA's preemptive force with a cramped con- tation of ERISA's preemptive force with a cramped con- struction of the "equitable relief" allowable under § 502(a)(3), struction of the "equitable relief" allowable under § 502(a)(3), a "regulatory vacuum" exists: "[V]irtually all state law a "regulatory vacuum" exists: "[V]irtually all state law remedies are preempted but very few federal substitutes remedies are preempted but very few federal substitutes Id., at 456, 457 (internal quotation marks are provided." are provided." Id., at 456, 457 (internal quotation marks omitted). omitted).

A series of the Court's decisions has yielded a host of sit- A series of the Court's decisions has yielded a host of sit- uations in which persons adversely affected by ERISA- uations in which persons adversely affected by ERISA- proscribed wrongdoing cannot gain make-whole relief. proscribed wrongdoing cannot gain make-whole relief.

First, in Massachusetts Mut. Life Ins. Co. v. Russell, 473 First, in Massachusetts Mut. Life Ins. Co. v. Russell, 473

U. S. 134 (1985), the Court stated, in dicta: "[T]here is a stark

U. S. 134 (1985), the Court stated, in dicta: "[T]here is a stark

absence-in [ERISA] itself and in its legislative history-of absence—in [ERISA] itself and in its legislative history—of any reference to an intention to authorize the recovery of any reference to an intention to authorize the recovery of Id., extracontractual damages" for consequential injuries. extracontractual damages" for consequential injuries. Id., at 148. Then, in Mertens v. Hewitt Associates, 508 U. S. 248 at 148. Then, in Mertens v. Hewitt Associates, 508 U. S. 248 (1993), the Court held that § 502(a)(3)'s term "'equitable re- (1993), the Court held that §502(a)(3)'s term "`equitable re- . refer[s] to those categories of relief that were typi- lief' . lief' ... refer[s] to those categories of relief that were typi- cally available in equity (such as injunction, mandamus, and cally available in equity (such as injunction, mandamus, and Id., at 256 restitution, but not compensatory damages)."

restitution, but not compensatory damages)." Id., at 256 (emphasis in original). Most recently, in Great-West, the (emphasis in original). Most recently, in Great-West, the

.

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GINSBURG, J., concurring GINSBURG, J., concurring

Court ruled that, as "§ 502(a)(3), by its terms, only allows for Court ruled that, as "§ 502(a)(3), by its terms, only allows for equitable relief," the provision excludes "the imposition of equitable relief," the provision excludes "the imposition of personal liability . . . for a contractual obligation to pay personal liability . .. for a contractual obligation to pay money."

534 U. S., at 221 (emphasis in original). money." 534 U. S., at 221 (emphasis in original).

As the array of lower court cases and opinions documents, As the array of lower court cases and opinions documents, see, e. g., DiFelice; Cicio v. Does, 321 F. 3d 83 (CA2 2003), see, e. g., DiFelice; Cicio v. Does, 321 F. 3d 83 (CA2 2003), cert. pending sub nom. Vytra Healthcare v. Cicio, No. 03-69 cert. pending sub nom. Vytra Healthcare v. Cicio, No. 03-69 [REPORTER'S NOTE: See post, p. 933], fresh consideration of [REPORTER'S NOTE: See post, p. 933], fresh consideration of the availability of consequential damages under § 502(a)(3) is the availability of consequential damages under § 502(a)(3) is plainly in order. See 321 F. 3d, at 106, 107 (Calabresi, J., plainly in order. See 321 F. 3d, at 106, 107 (Calabresi, J., dissenting in part) ("gaping wound" caused .by the breadth dissenting in part) ("gaping wound" caused by the breadth of preemption and limited remedies under ERISA, as inter- of preemption and limited remedies under ERISA, as inter- preted by this Court, will not be healed until the Court preted by this Court, will not be healed until the Court "start[s] over" or Congress "wipe[s] the slate clean"); DiFel- "start[s] over" or Congress "wipe[s] the slate clean"); DiFel- ice, 346 F. 3d, at 467 ("The vital thing .

. is that either ice, 346 F. 3d, at 467 ("The vital thing ... is that either Congress or the Court act quickly, because the current situa- Congress or the Court act quickly, because the current situa- tion is plainly untenable."); Langbein, What ERISA Means tion is plainly untenable."); Langbein, What ERISA Means by "Equitable": The Supreme Court's Trail of Error in Rus- by "Equitable": The Supreme Court's Trail of Error in Rus- sell, Mertens, and Great-West, 103 Colum. L. Rev. 1317, 1365 sell, Mertens, and Great-West, 103 Colum. L. Rev. 1317, 1365 (2003) (hereinafter Langbein) ("The Supreme Court needs to (2003) (hereinafter Langbein) ("The Supreme Court needs to ... realign ERISA remedy law with the trust remedial tradi- ... realign ERISA remedy law with the trust remedial tradi- tion that Congress intended [when it provided in § 502(a)(3) tion that Congress intended [when it provided in § 502(a)(3) for] 'appropriate equitable relief."').

for] `appropriate equitable relief. "').

.

The Government notes a potential amelioration. Recog- The Government notes a potential amelioration. Recog- nizing that "this Court has construed Section 502(a)(3) not nizing that "this Court has construed Section 502(a)(3) not to authorize an award of money damages against a non- to authorize an award of money damages against a non- fiduciary," the Government suggests that the Act, as cur- fiduciary," the Government suggests that the Act, as cur- rently written and interpreted, may "allo[w] at least some rently written and interpreted, may "allo[w] at least some forms of 'make-whole' relief against a breaching fiduciary in forms of `make-whole' relief against a breaching fiduciary in light of the general availability of such relief in equity at light of the general availability of such relief in equity at the time of the divided bench." Brief for United States as the time of the divided bench." Brief for United States as Amicus Curiae 27-28, n. 13 (emphases added); cf. ante, at Amicus Curiae 27-28, n. 13 (emphases added); cf. ante, at 220 ("entity with discretionary authority over benefits deter- 220 ("entity with discretionary authority over benefits deter- minations" is a "plan fiduciary"); Tr. of Oral Arg. 13 ("Aetna minations" is a "plan fiduciary"); Tr. of Oral Arg. 13 ("Aetna is [a fiduciary]-and CIGNA is for purposes of claims proc- is [a fiduciary]—and CIGNA is for purposes of claims proc- essing."). As the Court points out, respondents here de- essing."). As the Court points out, respondents here de-

224 224 AETNA HEALTH INC. v. DAVILA AETNA HEALTH INC. v. DAVILA

GINSBURG, J., concurring GINSBURG, J, concurring

clined the opportunity to amend their complaints to state clined the opportunity to amend their complaints to state claims for relief under § 502(a); the District Court, therefore, claims for relief under § 502(a); the District Court, therefore, properly dismissed their suits with prejudice. See ante, at properly dismissed their suits with prejudice. See ante, at 221, n. 7. But the Government's suggestion may indicate an 221, n. 7. But the Government's suggestion may indicate an effective remedy others similarly circumstanced might fruit- effective remedy others similarly circumstanced might fruit- fully pursue. fully pursue.

"Congress... intended ERISA to replicate the core prin- "Congress ... intended ERISA to replicate the core prin- ciples of trust remedy law, including the make-whole stand- ciples of trust remedy law, including the make-whole stand- I anticipate that Congress, ard of relief." Langbein 1319. ard of relief." Langbein 1319. I anticipate that Congress, or this Court, will one day so confirm. or this Court, will one day so confirm.