1

PRECEDENTIAL

IN THE UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

_____________

No. 10-3836

_____________

US AIRWAYS, INC., in its capacity as Fiduciary and Plan 

Administrator of the US Airways, Inc. Employee Benefits 

Plan

v.

JAMES E. MCCUTCHEN; ROSEN LOUIK & PERRY, 

P.C.,

Appellants

_____________

On Appeal from the District Court

for the Western District of Pennsylvania

(No. 2-08-cv-01593)

District Judge: Honorable David Stewart Cercone

Argued July 11, 2011

Before: SLOVITER, FUENTES, and VANASKIE, Circuit 

Judges

(Opinion Filed: November 16, 2011)
2

Leslie A. Brueckner, Esq. 

Matthew W.H. Wessler, Esq. [ARGUED]

Public Justice

1825 K Street, N.W.

Suite 200

Washington, D.C. 20006

Paul Hilko, Esq. 

Neil R. Rosen, Esq.

Rosen Louik & Perry

437 Grant Street

The Frick Building, Suite 200

Pittsburgh, PA 15219-6003

Counsel for Appellants

Noah G. Lipschultz, Esq. [ARGUED]

Littler Mendelson

80 South 8th Street

1300 IDS Center

Minneapolis, MN 55402

Shannon H. Paliotta, Esq.

Littler Mendelson

625 Liberty Avenue

Dominion Tower, 26th Floor

Pittsburgh, PA 15222

Counsel for Appellee
3

OPINION OF THE COURT

FUENTES, Circuit Judge:

After Appellant James McCutchen suffered a serious 

automobile accident, a benefit plan administered by US 

Airways paid $66,866 for his medical expenses. McCutchen 

then recovered $110,000 from third parties, with the 

assistance of counsel. Then US Airways, which had not 

sought to enforce its subrogation rights, demanded 

reimbursement of the entire $66,866 it had paid without 

allowance for McCutchen’s legal costs, which had reduced 

his net recovery to less than the amount it demanded. US 

Airways filed this suit against McCutchen for “appropriate 

equitable relief” pursuant to § 502(a)(3) of the Employee 

Retirement Income Security Act of 1974, as amended 

(“ERISA”), 29 U.S.C. § 1132(a)(3)(B). The issue before us is 

whether McCutchen may assert certain equitable limitations, 

such as unjust enrichment, on US Airways’ equitable claim. 

We conclude that he may. We therefore vacate the District 

Court’s order requiring McCutchen to pay US Airways the 

entire $66,866 and remand the case for that Court to fashion 

“appropriate equitable relief.”

I.

This case stems from a tragic car accident in which a 

young driver lost control of her car, crossed the median of the 

road, and struck a car driven by 51-year-old James 

McCutchen. Then the truck traveling behind McCutchen also 
4

slammed into his car. The accident killed one person and left 

two others with severe brain injuries. McCutchen himself 

was grievously injured and survived only after emergency 

surgery. He spent several months in physical therapy and 

ultimately underwent a complete hip replacement. Since the 

accident, McCutchen, who had a history of back surgeries and 

associated chronic pain, has also become unable to effectively 

treat that pain with medication. The accident has rendered 

him functionally disabled. McCutchen’s Health Benefit Plan 

(the “Plan”), administered and self-financed by US Airways, 

paid medical expenses in the amount of $66,866 on his 

behalf.

After the accident, McCutchen, through his attorneys 

at Rosen Louik & Perry, P.C., filed an action against the 

driver of the car that caused the accident. Because she had 

limited insurance coverage, and because three other people 

were seriously injured or killed, McCutchen settled with the 

other driver for only $10,000. However, with his lawyers’ 

assistance, he and his wife received another $100,000 in 

underinsured motorist coverage for a total third-party 

recovery of $110,000. After paying a 40% contingency 

attorneys’ fee and expenses, his net recovery was less than 

$66,000. US Airways demanded reimbursement for the 

entire $66,866 that it had paid for McCutchen’s medical bills. 

Soon after, Rosen Louik & Perry placed $41,500 in a trust 

account, reasoning that any lien found to be valid would have 

to be reduced by a proportional amount of legal costs. The 

record on appeal does not establish what amount was 

disbursed to McCutchen.

When McCutchen did not pay, US Airways, in its 

capacity as administrator of the ERISA benefits plan, filed 
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suit in the District Court under § 502(a)(3) of ERISA, seeking 

“appropriate equitable relief” in the form of a constructive 

trust or an equitable lien on the $41,500 held in trust and the 

remaining $25,366 personally from McCutchen. The 

Summary Plan Description describing the US Airways 

benefits plan covering McCutchen contained the following 

paragraph, entitled “Subrogation and Right of 

Reimbursement”:

The purpose of the Plan is to provide coverage 

for qualified expenses that are not covered by a 

third party. If the Plan pays benefits for any 

claim you incur as the result of negligence, 

willful misconduct, or other actions of a third 

party, the Plan will be subrogated to all your 

rights of recovery. You will be required to 

reimburse the Plan for amounts paid for claims 

out of any monies recovered from a third party, 

including, but not limited to, your own 

insurance company as the result of judgment, 

settlement, or otherwise. In addition you will 

be required to assist the administrator of the 

Plan in enforcing these rights and may not 

negotiate any agreements with a third party that 

would undermine the subrogation rights of the 

Plan.

(App. 117) (emphasis added). Thus, under the Plan 

Description, a beneficiary is required to reimburse the Plan 

for any amounts it has paid out of any monies the beneficiary 

recovers from a third party.
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US Airways claims that this language permits it to 

recoup the $66,866 it provided for McCutchen’s medical care 

out of the $110,000 total that he recovered regardless of his 

legal costs. It argues that “[t]he Plan language specifically 

authorized reimbursement in the amount of benefits paid, out 

of any recovery.” (Appellee’s Br. at 15-16).

McCutchen says that it would be unfair and 

inequitable to reimburse US Airways in full when he has not 

been fully compensated for his injuries, including pain and 

suffering. He argues that US Airways, which made no 

contribution to his attorneys’ fees and expenses, would be 

unjustly enriched if it were now permitted to recover from 

him without any allowance for those costs, in essence to reap 

what McCutchen has sown. Indeed, if legal costs are not 

taken into account, US Airways will effectively be reaching 

into its beneficiary’s pocket, putting him in a worse position 

than if he had not pursued a third-party recovery at all.

Citing the Plan’s use of the language “any monies 

recovered,” as well as our previous decisions, the District 

Court rejected McCutchen’s arguments and granted summary 

judgment to US Airways. The Court required McCutchen to 

sign over the $41,500 held in trust and to pay $25,366 from 

his own funds. McCutchen appeals.1

 1 The District Court had jurisdiction over this matter 

under 28 U.S.C. § 1331 and 29 U.S.C. § 1132(e)(1). We have 

jurisdiction over McCutchen’s appeal under 28 U.S.C. 

§ 1291. “We exercise plenary review over a district court’s 

summary judgment ruling.” Disabled in Action of Pa. v. Se. 

Pa. Transp. Auth., 635 F.3d 87, 92 (3d Cir. 2011) (quoting 

Melrose Inc. v. City of Pittsburgh, 613 F.3d 380, 387 (3d Cir. 
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II.

A.

Congress designed ERISA to protect employee 

pensions and benefits by providing pension insurance, 

enumerating certain specific characteristics of pension and 

benefit plans, and setting forth fiduciary duties for the 

managers of both pension and nonpension plans. Varity 

Corp. v. Howe, 516 U.S. 489, 496 (1996). The Supreme 

Court has repeatedly observed that “ERISA is a 

comprehensive and reticulated statute, the product of a decade 

of congressional study of the Nation’s private employee 

benefit system.” Great-West Life & Annuity Ins. Co. v. 

Knudson, 534 U.S. 204, 209 (2002) (quoting Mertens v. 

Hewitt Assocs., 508 U.S. 248, 251 (1993)) (internal quotation 

marks omitted). Courts have therefore been reluctant to 

tamper with its carefully crafted and detailed enforcement 

scheme. Id. Under this scheme, Congress gave plan 

beneficiaries greater rights than plan fiduciaries to enforce the 

terms of a benefit plan. A beneficiary has a general right of 

action “to enforce his rights under the terms of the plan.” 

Knudson, 534 U.S. at 221 (quoting 29 U.S.C. 

§ 1132(a)(1)(B)). By contrast, a fiduciary’s right to enforce 

plan terms is governed by ERISA’s § 502(a)(3), which limits 

the available relief to an injunction or “other appropriate 

 

2010)). “Summary judgment is appropriate only where, 

drawing all reasonable inferences in favor of the nonmoving 

party, there is no genuine issue as to any material fact and . . . 

the moving party is entitled to judgment as a matter of law.” 

Id. (quoting Melrose Inc., 613 F.3d at 387)).
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equitable relief.” 29 U.S.C. § 1132(a)(3); Knudson, 534 U.S. 

at 221; Sereboff v. Mid Atlantic Medical Servs., Inc., 547 U.S. 

356, 361 (2006). It is under this provision that US Airways 

seeks to enforce the Plan’s subrogation and reimbursement 

provision against McCutchen.

The Supreme Court has explained that the modifier 

“appropriate equitable relief” is not superfluous. Mertens, 

508 U.S. at 257-58. Rather, “Congress’s choice to limit the 

relief available under § 502(a)(3) to ‘equitable relief’ requires 

us to recognize the difference between legal and equitable 

forms of restitution.” Knudson, 534 U.S. at 218. Thus, the 

Supreme Court has “interpreted the term ‘appropriate 

equitable relief’ in § 502(a)(3) as referring to those categories 

of relief that, traditionally speaking (i.e., prior to the merger 

of law and equity) were typically available in equity.” Cigna 

Corp. v. Amara, 131 S. Ct. 1866, 1878 (2011) (quoting 

Sereboff, 534 U.S. at 361) (internal quotation marks omitted).

The Supreme Court has twice considered what this 

limitation means in the context of a fiduciary’s action for 

reimbursement from a beneficiary under an ERISA plan. In 

Great-West Life & Annuity Insurance Co. v. Knudson, the 

Court first considered whether an ERISA plan administrator’s 

claim for reimbursement was equitable in nature. See 534 

U.S. at 210-12. To decide this question, the Court examined 

cases and secondary legal materials to determine whether the 

relief would have been equitable “[i]n the days of the divided 

bench.” Id. at 212. As the Court explained, one feature of 

equitable restitution was that it sought to impose a 

constructive trust or equitable lien on “particular funds or 

property in the defendant’s possession.” Id. at 213. The 

Court held that this requirement was not met in Knudson
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because the funds to which the plan claimed an entitlement 

had been placed in a “Special Needs Trust” under California 

law. Id. at 214.

In Sereboff v. Mid Atlantic Medical Services, Inc., the 

Court again considered an ERISA plan administrator’s claim 

for reimbursement under the terms of the plan and 

§ 502(a)(3). See 547 U.S. at 359. This time the plan 

administrator was able to overcome the initial hurdle of 

identifying specific funds within the beneficiary’s possession 

and control. Id. at 362-63. Accordingly, the Court proceeded 

to consider whether there was a basis in equity for the 

administrator’s reimbursement claim. See id. at 363-64. It 

held that the claim could be based on an equitable lien by 

agreement. Id. at 364-65 (citing Barnes v. Alexander, 232 

U.S. 117 (1914)). Such a lien is not subject to the asset 

tracing requirements imposed on liens sought as a matter of 

equitable restitution. Id. at 365. Nor is it inherently subject 

to the particular equitable defenses that accompany a 

freestanding action for equitable subrogation, which may only 

be asserted after a victim has been made whole for his 

injuries. Id. at 368. Thus, the Court held that the plan 

administrator in Sereboff properly sought “equitable relief” 

under § 502(a)(3). Id. at 369. However, it expressly reserved 

decision on whether the term “appropriate,” which modifies 

“equitable relief” in § 502(a)(3), would make equitable 

principles and defenses applicable to a claim under that 

section. Id. at 368 n.2.

This case squarely presents the question that Sereboff

left open: whether § 502(a)(3)’s requirement that equitable 

relief be “appropriate” means that a fiduciary like US 

Airways is limited in its recovery from a beneficiary like 
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McCutchen by the equitable defenses and principles that were 

“typically available in equity.”

B.

McCutchen argues that the phrase “appropriate 

equitable relief” means more than just that the relief US 

Airways seeks must be of an equitable type; courts must also 

exercise their discretion to limit that relief to what is 

“appropriate” under traditional equitable principles. In 

particular, he argues that the principle of unjust enrichment

frames US Airways’ claim. We agree.2

The Supreme Court reasoned in Knudson that 

“‘equitable relief’ must mean something less than all relief.” 

Knudson, 534 U.S. at 209 (quoting Mertens, 508 U.S. at 258 

n.8) (emphasis in original). Therefore, a fund administrator 

seeking to enforce a plan’s reimbursement provision must 

 2 Before the District Court, McCutchen also argued for 

application of the “make-whole” doctrine, which is an 

equitable doctrine, applied in many states, that provides that 

“the insured is entitled to be made whole before the insurer 

recovers on its subrogation claim.” 16 Lee R. Russ in 

conjunction with Thomas F. Segalla, Couch on Insurance

§ 223:133 (3d ed. 2011); see, e.g., Swanson v. Hartford Ins. 

Co. of Midwest, 46 P.3d 584, 589 (Mont. 2002) (“[A]n 

insured must be totally reimbursed for all losses as well as 

costs, including attorney fees, involved in recovering those 

losses before the insurer can exercise any right of 

subrogation, regardless of any contract language providing to 

the contrary.”) (internal quotation omitted). McCutchen does 

not pursue this argument on appeal, and we do not address it.
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demonstrate that its claim to relief is equitable. Sereboff, 547 

U.S. at 363. By the same logic, “appropriate equitable relief” 

must be something less than all equitable relief. See Mertens, 

508 U.S. at 258 (“We will not read the statute to render the 

modifier superfluous.”). The word “appropriate” means 

“specially suitable,” “belonging peculiarly [to],” or “attached 

as an accessory possession.” Webster’s Third New 

International Dictionary 106 (1993). Remedies that 

peculiarly belong to traditional categories of equitable relief 

would typically have been defeated by equitable principles 

and defenses.

Indeed, it would be strange for Congress to have 

intended that relief under § 502(a)(3) be limited to traditional 

equitable categories, but not limited by other equitable 

doctrines and defenses that were traditionally applicable to 

those categories. “[S]tatutory reference to [an equitable] 

remedy must, absent other indication, be deemed to contain 

the limitations upon its availability that equity typically 

imposes.” Knudson, 534 U.S. at 211 n.1 (rejecting the 

argument that a reimbursement claim framed as a claim for 

injunctive relief could proceed under § 502(a)(3) without a 

showing that the relief sought was typically available in 

equity); see also Cigna, 131 S. Ct. at 1880 (“Section 

502(a)(3) invokes the equitable powers of the District 

Court.”). Accordingly, in light of the foregoing reasoning, 

and in the absence of any indication in the language or 

structure of § 502(a)(3) to the contrary, we find that Congress 

intended to limit the equitable relief available under 

§ 502(a)(3) through the application of equitable defenses and

principles that were typically available in equity.
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To determine what types of relief were typically 

available in equity, the Supreme Court endorsed consultation 

of “standard current works such as Dobbs, Palmer, Corbin, 

and the Restatements, which make the answer clear.” 

Knudson, 534 U.S. at 217; see Sereboff, 547 U.S. at 368 

(citing 4 George Palmer, Law of Restitution § 23.18 (1978)). 

We consult the same works to determine whether that 

equitable relief is “appropriate” in light of equitable 

principles and defenses that were typically applied. These 

sources all support McCutchen’s position that the principle of 

unjust enrichment is broadly applicable to claims for 

equitable relief. See 1 Dan Dobbs, Law of Remedies § 4.3(3), 

at 602 (2d ed. 1993) (noting that equitable remedies such as 

constructive trusts and equitable liens are all “invoked for the 

same reason, to prevent unjust enrichment”); 1 Palmer, Law 

of Restitution § 1.1, at 4 (“In equity the principal remedy is 

constructive trust; but equitable lien, subrogation, and 

accounting are techniques frequently used to prevent unjust 

enrichment.”). This animating principle of equity clearly 

applies to a trustee’s claim for reimbursement from its 

beneficiary. “Equity courts possessed the power . . . to 

prevent [a] trustee’s unjust enrichment.” Cigna, 131 S. Ct. at 

1880 (citing Restatement (Third) of Trusts § 95, and 

Comment a (Tent. Draft No. 5, Mar. 2, 2009)); see also 4 

Palmer, Law of Restitution § 23.18 at 472-74 (“[T]he 

principle of unjust enrichment . . . . should serve to limit the 

effectiveness of contract provisions which in terms provide 

for reimbursement out of the insured’s tort recovery without 

regard to whether or the extent to which, that recovery 

includes medical expense.”).
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C.

Against this conclusion, US Airways cites to prior 

decisions of this Court in which we declined to fashion a 

federal common law rule limiting an ERISA plan 

administrator’s right to reimbursement under the plan’s terms. 

See Ryan ex rel. Capria-Ryan v. Fed. Express, 78 F.3d 123 

(3d Cir. 1996); Bollman Hat Co. v. Root, 112 F.3d 113 (3d 

Cir. 1997); see also Bill Gray Enterprise v. Gourley, 248 F.3d 

206, 220 n.13 (3d Cir. 2001). While we recognize that the 

District Court may have considered itself bound by these 

cases, each came before the Supreme Court’s decisions in 

Knudson and Sereboff, which clarified the meaning of 

“appropriate equitable relief” in § 502(a)(3), specified its 

central importance to fiduciaries’ reimbursement suits under 

ERISA, and thereby undermined the reasoning and holdings 

of our prior decisions. Our prior opinions in Ryan, Bollman 

Hat, and Gourley did not consider whether the phrase 

“appropriate equitable relief” in § 502(a)(3) limits a 

fiduciary’s right to relief. In fact, none of these cases even 

referenced § 502(a)(3). These cases are therefore inapposite 

in light of the Supreme Court’s intervening decisions. See In 

re Krebs, 527 F.3d 82, 84 (3d Cir. 2008) (“A panel of this 

Court may reevaluate the holding of a prior panel which 

conflicts with intervening Supreme Court precedent.”); see 

also Gately v. Mass., 2 F.3d 1221, 1226 (1st Cir. 1993) 

(noting that under “[t]he essential principles of stare 

decisis . . . if an issue is not argued, or though argued is 

ignored by the court . . . the decision does not constitute a 

precedent to be followed”).3

 3 Even under our prior cases, US Airways’ claim to 

reimbursement from McCutchen’s pocket is unprecedented. 
14

US Airways next cites cases from other Courts of 

Appeals, some of which were decided after Sereboff, to 

support its position that equitable doctrines that might limit its 

reimbursement recovery are not applicable under § 502(a)(3). 

See Zurich Am. Ins. Co. v. O’Hara, 604 F.3d 1232 (11th Cir. 

2010); Admin. Comm. of Wal-Mart Stores, Inc. Assoc. Health 

& Welfare Plan v. Shank, 500 F.3d 834 (8th Cir. 2007); 

Bombardier Aerospace Employee Welfare Benefits Plan v. 

Ferrer, Poirot & Wansbrough, 354 F.3d 348 (5th Cir. 2003); 

Admin. Comm. of the Wal-Mart Stores, Inc. Assocs.’ Health 

& Welfare Plan v. Varco, 338 F.3d 680 (7th Cir. 2003). Like 

our pre-Sereboff decisions, these cases frame the question of 

whether equitable principles limit the scope of an 

administrator’s right to reimbursement as a question of 

whether federal common law can override the express 

language of benefit plans. See, e.g., O’Hara, 604 F.3d at 

1237 (“Applying federal common law to override the Plan’s 

controlling language, which expressly provides for 

reimbursement regardless of whether [insured] was made 

whole . . . would frustrate, rather than effectuate ERISA’s . . . 

 

We declined to pass on the permissibility of such a claim in 

Bollman Hat, where amicus contended that mechanically 

enforcing a plan’s reimbursement terms “will lead to 

inequitable results where a plan participant’s third party 

recovery is less than the plan’s subrogation claim plus 

attorney’s fees.” 112 F.3d at 117. Because the participant’s 

third party settlement fully financed his attorney’s fees and 

the reimbursement claim in that case, we declined to address 

“hypothetical scenarios.” Id.; see also Ryan, 78 F.3d at 124-

25 (noting that plan’s terms limited reimbursement to a 

beneficiary’s net recovery after legal expenses).
15

purpose to protect contractually defined benefits”) (internal 

quotation marks omitted); Shank, 500 F.3d at 837 (“We are 

not persuaded that the Committee’s full recovery according to 

the terms of the plan is not ‘appropriate’ relief within the 

meaning of ERISA” because “we generally adopt new rules 

of federal common law only if they are necessary to fill gaps 

left by the express provisions of ERISA and to effectuate the 

purposes of the statute.”); cf. Ryan, 78 F.3d at 127 (refusing 

to recognize a new federal “common law right” under 

ERISA). Because “[a]mong the primary purposes of ERISA 

is to ensure the integrity of written plans,” these courts 

refused to “apply common law theories to alter the express 

terms of a written plan.” Shank, 500 F.3d at 838.

We disagree with those circuits that have held that it 

would be pioneering federal common law to apply equitable 

limitations on an equitable claim. Congress purposefully 

limited the relief available to fiduciaries under § 503(a)(3) to 

“appropriate equitable relief.” See Knudson, 534 U.S. at 209. 

While our sister circuits pay homage to this language, they 

appear to reason that its requirement has been met so long as 

the suit can be properly characterized as an equitable action, 

without also asking whether the relief sought in the action is 

“appropriate” under traditional equitable principles and 

doctrines. But the Supreme Court has rejected a permissive 

reading of this language that would mean “all relief available 

for breach of trust at common law” because “[t]he authority 

of courts to develop a ‘federal common law’ under ERISA is 

not the authority to revise the text of the statute.” Mertens, 

508 U.S. at 258-59 (citation omitted). By categorically 

excluding the equitable limitations that § 502(a)(3)’s 

reference to equitable remedies necessarily contains, the 
16

Shank and O’Hara courts depart from the text of ERISA. See

Knudson, 534 U.S. at 211 n.1.

Moreover, as the Supreme Court recently 

demonstrated in Cigna, the importance of the written benefit 

plan is not inviolable, but is subject—based upon equitable 

doctrines and principles—to modification and, indeed, even 

equitable reformation under § 502(a)(3). 131 S. Ct. at 1879 

(finding that the District Court’s “reformation of the terms of 

the plan, in order to remedy the false or misleading 

information CIGNA provided . . . . [was within] a traditional 

power of an equity court”). While the basis for the 

reformation in Cigna was intentional misrepresentations by 

the employer and fiduciary, the broader and more relevant 

point is that when courts were sitting in equity in the days of 

the divided bench (or even when they apply equitable 

principles today) contractual language was not as sacrosanct 

as it is normally considered to be when applying breach of 

contract principles at common law. We do not suggest that 

US Airways’ conduct was fraudulent or dishonest in the way 

that Cigna’s was, but equitable principles can apply even 

where no one has committed a wrong.

Thus, we agree that one of Congress’s purposes in 

enacting ERISA was to “ensure the integrity of written, 

bargained-for benefit plans.’” O’Hara, 604 F.3d at 1236. 

But, as demonstrated by the language of § 502(a)(3) and now 

Cigna, Congress expressly tempered that purpose by limiting 

fiduciaries to “appropriate equitable relief,” thus invoking 

principles that it surely knew are sometimes less deferential to 

absolute freedom of contract. In other words, “vague notions 

of a statute’s ‘basic purpose’ are . . . inadequate to overcome 

the words of its text regarding the specific issue under 
17

consideration.” Knudson, 534 U.S. at 220 (quoting Mertens, 

508 U.S. at 261) (emphasis in original).

Finally, US Airways raises a practical concern that the 

application of equitable principles will increase plan costs and 

premiums. This concern does not address the statutory 

language and is, in any event, unsubstantiated by the 

circumstances of this case. US Airways cannot plausibly 

claim it charged lower premiums because it anticipated a 

windfall.

D.

Applying the traditional equitable principle of unjust 

enrichment, we conclude that the judgment requiring 

McCutchen to provide full reimbursement to US Airways 

constitutes inappropriate and inequitable relief. Because the 

amount of the judgment exceeds the net amount of 

McCutchen’s third-party recovery, it leaves him with less 

than full payment for his emergency medical bills, thus 

undermining the entire purpose of the Plan. At the same time, 

it amounts to a windfall for US Airways, which did not 

exercise its subrogation rights or contribute to the cost of 

obtaining the third-party recovery. Equity abhors a windfall. 

See Prudential Ins. Co. of America v. S.S. American Lancer, 

870 F.2d 867, 871 (2d Cir. 1989).

Therefore, we will vacate the District Court’s final 

judgment. We do not decide on appeal what would constitute 

appropriate equitable relief for US Airways because “equity 

calls for full factual findings rather than our speculation.” 

Nat’l City Mortg. Co. v. Stephen, 647 F.3d 78, 87 n.8 (3d Cir. 

2011); see also, e.g., Hecht Co. v. Bowles, 321 U.S. 321, 329 
18

(1944) (“The essence of equity jurisdiction has been the 

power of the Chancellor to do equity and to mould each 

decree to the necessities of the particular case.”); see 

generally Holland v. Florida, 130 S. Ct. 2549, 2563 (2010) 

(discussing the bounded flexibility of courts of equity). 

Instead, we will remand for the District Court to “exercise its 

discretion under § 502(a)(3).” Cigna, 131 S. Ct. at 1880.

On remand, the District Court should engage in any 

additional fact-finding it finds necessary. In addition to the 

considerations discussed above, factors such as the 

distribution of the third-party recovery between McCutchen 

and his attorneys at Rosen Louik & Perry, the nature of their 

agreement, the work performed, and the allocation of costs 

and risks between the parties to this suit may inform the 

Court’s exercise of its discretion to fashion “appropriate 

equitable relief.”

III.

Because we conclude that US Airways’ claim for 

reimbursement under § 502(a)(3) of ERISA is subject to 

equitable limitations, we will vacate the District Court’s final 

judgment and remand for further proceedings consistent with 

this opinion.