### FILED U.S. COURT OF APPEALS ELEVENTH CIRCUI T JULY 21, 2003 THOMAS K. KAHN

CLERK [PUBL ISH]
IN THE UNITED STATES COURT OF APPEALS FOR TH E ELEV ENTH C IRCUIT

________________________ No. 02-15029

________________________ D.C. Doc

ket No . 02- 20424- CV-DLG

WIL LIE R . FLIN T, on b ehalf of h imself and all othe

rs simila rly sit uated, Plaintiff- Appe llant,
versus ABB, INC., f.k.a. ABB Pow er, T&D CO., IN C., et al., Defendants-Ap pellees.

__________________________ Appeal from the United States District Court for the Southern Dis

trict of Florida

_________________________ (July 21, 2003)* Honorable John P. Fullam, United States District Judge for the Eastern District of

Pennsylvania, sitting by designation. 2 Bef oreBARKETTand

KRAVITC H, Ci

rcuit Judges , and FULLAM * , District Judge. KRAV ITCH, Circuit Judge: This case present

s two questions. The first i s whethe r § 502(a)(1)(B) of t he Employe e R etiremen t Incom e Secur ity Act of1974 ( “ERIS A”), 29 U.S.C . § 1132(a)(1)(B), authorizes anERISA plan beneficiary to receive interes t on reinstated benefits when the employee-benefit plan (the “Plan”) does not expli citly pr

ovide for intereston reinstat

ed bene fi ts. The second que stion is whet her plaint

iff-appellant Willie R . Flint

has stated a claim un der § 50 2(a)(3) (B) of E RISA , 29 U.S .C. § 1132(a)(3)(B), that wo uld allow him to recover interest on reinstated bene fits.

I. BACKGROUND F lint is a former employee of defendant-appelle e ABB, Inc. After a n automo bile accident in March 1998, Flint applied for and rece ived disa bility bene fits under ABB’s Plan. He had been receivi ng disability benef

its for approximately t

hree years when ABB, thro ugh its claims processor, Kemper National Services (“Kemper”), received information fro m Fli nt’s attending physic ian indicating that Flint was no longer t

otal ly di sable d. Under

the t erms of the Pl an, ABB c ould sto p3

paying disability b enefits if Flint either (1) was “no longer tot ally disabled” or (2) failed to “g ive proo f of [his] c ontinue d disability .” Given the Plan’s pr

ovisions, ABB invest

igated whether

to continue paying Flint’s disab ility ben efits. It r equested an independent labor-market survey,which concluded that “sever al appro priate positions were found” in which Flint could work. Consequen tly , ABB inform ed Flint o n June 1 9, 2001 that he w as no lon ger “totally disabled”

within th e meanin g of the P lan and th at his disab ility benefits w ould terminate on July 1, 2001. June 19, 200 1 was the first time that Kemper informed Fli nt t hat his cas e was

unde r revie w. Flint wrote a letter

dated Ju ly 2, 2 001 t

o ap peal t

he disa bilit y te rminat ion . On August 31, 200 1, ABB, through Kemper, denie d Flint’s a ppeal. In Octobe

r 2001, Flint again ap pealed th e termina tion of b enefits and thi s time provid ed Kem per with additionalmedical in formatio n. Flint als o asked Kemp er to give him a fili ng extension

so that he coul

d have more time t

o furnish addit

iona l med ical inf

ormation to sup por t hi s cl aim

for rei nst ate ment . Heasked for thi s extension because his doc

tor
w as unab le to see him within the appeal s period. In November 2001, Kemper acknowledged receiving t he second appeal a

nd granted Flint an e xtension in whic h to provide additional medical infor mation supporti

ng his clai

m. Flint provided the additionalmedical inform ation, and sho rtly thereafter, Kem per reinstated F lint’s4

benefits and made the rei nstatement

retroact ive to July

1, 2001. Kemper issue d a check f or these b enefits on Decem ber 28, 2 001. F lint has co nceded that the ap peals process, which ult i mately le d to the rei nstatement

of his benefi

ts, did not

violate t he Plan, the ERISA statute, or any Department of Labo r regulations. Flint broug ht suit aga inst AB B in February 2002, maintaining that he is e ntitled to interest pa yments o n the retro active Pla n benef its. F l int characterized these retroact ive benefits as “delayed b enefits.” F lint conce ded that “[ t]he Plan docum ents
are silent regarding the paymen t of in terest on Del ayed Benefits”; nevert heless, he claimed tha

t § 502(a)(1)(B) a

nd § 502(a)(3)(B) of ERISA allow plaintiffsto recover accrued interest on reinst ated benefits, even

when an employer’s plan is sil ent on the issue. A BB moved to dismis s Flint’s cla im purs uant to F ederal R ule of C ivil Procedure 12(b) (6 ), contending that Flint had not stated a clai

m upon which relief could be granted. The district court grante d the motion, c oncluding that Flint had not alleged facts that w ould entitle him to rel ief under either

§ 501(a)(1)(B) or § 502(a )(3) of ERISA. The court held that § 501(a)(1)(B) does not create an impli ed right to
recover accrued interest for reinstated payments, but i nstead allows recovery only for “benefits specifi ed in the plan.” It also hel

d that § 502(a)( 3)’s catc h-all provi sion concerning“appropriate equitable relief” might all ow plaintiffs to recover accrued5

interestfor reinstated benefit s—but only when benefits are unre a sonably dela yed or
wron gfully withhe ld. T he c ourt con cluded th at Flint ha d not ple aded fac ts demonstrati

ng that ABB had unreasonably delayed or wrongfully withhel d hi s benefits. Accordingly, i t dismisse d Flint’s c laim without pr ejudice and a

llowed Flint to amend his complai

nt, which he did; thedistrict court concluded, however, that Flint’s amended complaint had notalleged fa cts that, if pr oven, w ould entitle him to
r elief under § 502(a)(3)(B)’s catch-all provision. Flint also requested a decl aratio n thathe and other pla

n members had present and future rights to rece ive inter est on reinstated benefits, b ut the distr ict court d enied this relief as w ell.

II. STANDARD OF REVIEW W e review de n ovo the dismi ssal

of a comp lain

t for f ailu re to s tate a cla im,
a ccep ting all allegations in the complaint as true and construing facts in a light most favorab le to the plain tiff. Harper v. Thomas , 988 F.2d101, 10 3 (11th Cir. 199 3). A court cannot use Federal Rule of Civil Procedur e 12(b)(6) to di smiss a complai nt for failure to state a claim “‘unless it a ppears beyond doubt that the plaintiff can prove no setof facts in suppo rt of his cla im which w ould entitle him to relief.’” Sheuer v. Rhodes , 416 U .S . 23 2, 236 (1974) (quoti ng Conley v. Gibson , 355 U.S. 41, 45 

### S 46 (1957 )).1 Flint cites the Supreme Court’s opinion in Curtis v. Inner arity, 6 How. 146 (1848), which states, “Every

one who contrac

ts to pay mone

y on a certa

in day knows,

that, if he fails to

fulfil his contract, he must pay the established rate of interest as damage s for his non-performance. Hence, it may correctly

be said, that such is the implied contract of the parties.” Id. at 154.

6 III. ANAL YSIS We must decide whether Flint has stat ed a cl aim unde

r eit her § 502 (a)(1 )(B) or § 502(a)(3)(B) that entitles him to interest on his reinstated benefits.

A. Wheth er In ter

est for Re inst

ated Benef its Is an I mplie d Term of

§ 502( a)(1) (B) Section 502(a)(1)(B) of ERISA provides t hat a participant or

beneficiary

of an employee-welfa

re benefit

plan may bring a c ivil act ion t o re cover ben efits due to h im under th e terms of h is plan, to enf orce his rights under the te rms of the plan, or to clarif y his rights to future benefits under t he term s of the plan . . . . 29 U.S.C. § 1132(a)(1)(B). Flint argues that

accrued int

erest payment

s constit ute “bene fits due to h im under the terms of

his plan” within the meaning of § 502(a)(1)(B), reasoning t hat paying interest on reinstated benefits is an implie d term o f the Plan . The ba sis for this argument

is that ( 1) ERISA plans are contrac ts and (2) the default rule i n contract law is that a party is e

ntitled to rece ive interest on unpaid obligations to paymoney. 1 According to this t

heory, ABB breached the contract by

delaying t

he payment of benefits and, c onseque

ntly , shoul

d pay Fl int i

ntere st to compens ate hi

m for the time7

value of the reinstated benefits. We are relucta

nt to infer

an implied ca

use of acti on from § 502(a)(1)(B). The SupremeCourt h as “obser ved rep eatedly tha t ERIS A is a ‘“co mpreh ensiv e and reticulated

s tatute ,” the produc t of a decade o f congressio nal study of the Nation’s private employee benefit system.’ ” Great-West Life & Annuity Ins. Co. v. Knudson , 534 U .S. 204, 209 (2002) (quot ing Mertens v. Hew itt Assocs. , 508 U .S. 248 , 25 1 (1 993) (quoting Nachman Corp. v. Pension Benef it Guar. Corp. , 446 U.S. 35 9, 36 1 (1980))). The Court has “emp hasized [its] unwillin gness to infer cau ses of actio n in the ERISA contex t, since that sta tute's carefull y crafted a

nd detaile d enforcement scheme provides ‘st

rong evidence t

hat Con gress did not

intend to authorize other remedies that it

simply forgot

to incorpo rate expressly.’” Mertens , 508 U.S. at 254 (quoting Mass. M ut. Life In s. Co. v. R ussell , 473 U.S. 134, 146–47 (1985)). Furthermore, no circu it has recognizeda cla im for i ntere st unde

r § 502(a )(1)(B) of ERISA. The only circuit to address the issue direc tly has ruled tha t if interest is not
a benefit expr

essly provi ded forin the em ployee-b enefit plan , it cannot be recovered under § 502(a)(1) ( B), because “only benefits s pecified in the plan can be re covered in a suit under s ecti on 502(a

)(1)(B) .” Clair v. H arris Trust & Sav. Bank , 190 F.3d 495, 497 (7 th Cir. 19 99) (P osner, J.) . Giv en th e Supr eme Co urt’s unw illingness to allow implied caus es of acti on under ERISA and the fact t hat, li ke the plan i

n Clair ,8

the Pla n he re doesnot

pro vide fo r such i

nte rest, we fo ll ow Clai r and c onclude that Flint’s claim under § 502(a)(1)(B ) fails.

B. Whether Flint

Has Stated a Claim Under § 502(a)(3) (B) that Would Allow Him to Reco ver Intere st on Re instated B enefits Flint argues that § 502(a)(3)(B) of ERISA supplies another basis for recovering accrued interest fo r reinstated benefits. S ection 50 2(a)(3) provid es that a civil action may be brought

by a participant, beneficiary, or fiduciary (A) to enjoin any act or practice which violates any

provision of thi s subchapter or t he terms of

the plan, or ( B) to obtain other appropriate equitable relief ( i) to redress su c h violations

or (ii) to enforce any provi sions of this subchapt

er orthe t

erms of the plan
. . . . 29 U.S.C. § 1132(a)(3) (emphasis added). Flint maintain s that aw arding a ccrued in terest on r einstate d bene fits fal ls into t he category of “appropriate equitable relief.” ABB resp onds, correctl y, that i nterest on money past due under a contract is a classic form of compensatory damages and, as such, does not

qualify as “equitable relief” un der § 50 2(a)(3) (B). See Knudson , 534 U.S. at 210 (e xplain ing that suits for money damages are “t he classic form of legal relief” and, there fore, are not recoverable under § 502(a)(3)(B)). Flint, however, proposes an alternative theory for the causative event t hat gives rise to ABB’s alleged duty to pay for the ti me value of the “delayed benef its.” Flint2 An unjust enrichment occurs when the defendant holds something that belongs to the plaintiff

or receives, without legal cause, a transfer of goods or service s from the plaintiff. The law of unjust enrichment

is concerned sole

ly with enric

hments that are un

just independently

of wrongs and contracts. When the plaintiff relies on a breach of contract to supply the “ unjustness” of the defendant’s holdings, the right on which he or she relies arises from the breach of c ontract, not from an unjust enrichment; analogously, when the plaintiff relies on a wrong to supply the “unjust factor,” the causative event is a wrongful enrichment rather than an unjust enrichme nt. See Peter Birks, Unjust Enrichment and Wrongful Enrichment , 79 Texas L. Rev. 1767, 1783 (2001). 9 argues that ABB violate d its fiduc i ary duties to him w hen it initially terminate d his benefits and that ABB should therefore disgorge the be nefit deri ved from this bre ach. Under this theor

y, the cas e is one of wrongful e nrichment—the wrong being th e breach of a fiducia

ry duty and the

enrichment bei

ng the time val

ue of the money that ABB should have paid t o F l int between July 1 and D ecember 28, 2001. B ecause courts of equity traditionally ordered fiduci ari es to disgorge wrong ful enrichments, Flint maintains that the relief he se eks is “a ppropriate equitable rel ief” under § 502(a)(3)(B). Several circuit cou rts of app eals —sp eakin g in terms of a fiduciary’s “unjust
e nrichm ent” (rather th an its “wr ongfu l enrichm ent” 2 )—have held that inter es t paymen ts on delayed benefits may, i n some circumstances, constit ute “other

equitable relief” within the mean ing of § 502(a) (3)(B)
. See, e.g. , Dunnigan v. Metro. Life Ins. Co. , 277 F .3d 223 , 229–3 0 (2d C ir. 2002 ); Jackson v. Forti s Benefits I ns. Co. , 245 F.3d 748, 74 9–50 ( 8th Cir. 200 1); Clair , 190 F.3dat 498– 99; Fotta v. Trust ees of the United Mine Worker

s of Am. , 165 F.3d 2 09, 213 (3d Cir . 1998)
. Most of these cases,10

however, were decided before Great-West Life & Annuity Insurance Co. v. Knudson , 534 U.S. 204 (2002), in which t he Supreme C ourt’s interpretation of “appr opriate equitable relief” was more narrow than the i nterpreta tions found

in previous dec isions by the circui

t c ourts ofappeals. The Court instructed that, i n determining whether relief “is legal or e quitable in a particular case ( and hence whether it is aut horized by § 502(a) (3)) rem ains dep endent o n the natu re of the r elie f sought,” and the Court resisted plaintiffs’ attempt to character ize their clai

m for enforce m ent of a reimbursement pr

ovision of an ERISA plan as one for equitable restit

ution. Id. The Court’s decision i

n Knudson , therefore, rai ses the question whether § 502(a)(3) ever all ows an award of inter est for del ayed benefit s or whe ther su ch a claim is an impermissible attempt to dress an essentially legal claim in the language of equity. We need no t, howe ver, d ecide tha t issue in this c ase. Even assuming that § 502(a)(3)(B) could be the basis for recoveri

ng interest

, Flint’ s amende d complaint does not state a clai

m upon which rel i ef can be gran ted. Flint

maint ains t hat ABB breached its fiduc iary duty by terminati

ng his benefit

s without fir

st request

ing or allowinghim a reasonabl e opportunity to provide evi dence of continue d disability before making the determination to discont inue benefi ts. Three circumstances describedin the plea

dings, however, lead us to reject Flint’s a rgument. First

, the Plan provided tha

t ABB c oul d st

op pa yin g di sab il it

y benef it s wh en Flint w as “no longer3 Flint’s best arg ument to the contra

ry is that onc

e ABB sent the June

19th notice, it volun

tarily assumed the obligation to give Flint a reasonable time period in which to provide additional medical information. Yet, as the district court noted, neither the Plan nor ERISA regulations impose an advanced-warning requirement, and, given the Supreme Court’s relucta nce to find implied duties under ERISA, we decline to infer such an implied duty here. 11 disabled ,” an d, here, Flint’s own doctor had advised ABB that Flint was no longer comple tely disabled. Furthermore, an i ndependent report

recommended several

jobs thatFlint could perform within the limitation s prescribed b y Flint’s doctor. Second, the Plan specifies that

“[i]n no case will benefi ts be paid b y this Plan . . . for any period on or after the date [ the emp loyee] fa il[s] t o furnish sat

isfactor y proof [of disability] as required by the insuranc e co mpany . . . .” Therefore, the Pla n entitled ABB to terminat

e benefits

when Fli nt faile d to provide proof of his continui

ng disability by July 1, 2001. 3 Furthermore, given that ERISA employers owe a fiduciary duty to all of

their covered employees, ABB had a du ty to prote ct and pr eserve b enefit funds according to t

he provisions of

the Plans and t

he ERISA statute. Fi

nally, Flint has not ple ade d facts

tha t wou ld show t hat ABB un duly dela yed the E RISA appeals process or wrongfully ref used to reins

tate his benefits r

etroacti vely at t he end of the process. Cf. Clair , 190 F.3d at 499 (holding that plaintiff was barred from collect ing accrued interest when employer disbursed benef

its accor ding to theprocedure and the timeperiod outli

ned in the employ

ee-be ne fit

pla n). To t he c ont rar y, F lint’ s own allegatio ns make clear that the appeal s process functioned according to Plan12

prov isions and ERISA regulations—and that this proces s led to the retroact ive reinstat ementof bene fits within six mon ths of the initia l adverse deci sion. Accordingly, Flint has not stat ed a claim under § 503(a)(3)(B).

IV. CONCLUSI ON For the reasons stated, w e AFF IRM the decisio n of the d istrict cour t.