Health Cost Controls brought suit against Valerie Washington, a participant in an employee welfare plan sponsored by her employer but administered in relevant part first by Michael Reese Health Plan, Inc. and later, when Humana bought Michael Reese, by Humana Health Plan, Inc. The suit sought reimbursement of certain benefits that the plan had paid her. The plan assigned its claim to Health Cost, which is why Health Cost is the plaintiff, rather than the plan. The case has a tangled history that raises jurisdictional issues. Ten years ago Washington was injured in an auto accident with an uninsured motorist. The plan paid her medical expenses. She obtained another $60,000-including $10,580.15 for medical expenses-from an automobile insura~ice policy that provided uninsured-motorist benefits. The insurance company's check for the medical expenses, rathеr than being made out just to her, was made out to her and Health Cost jointly, because of the latter's claim to be entitled to this money to reimburse it for having paid Washington's medical bills. Washington's lawyers deposited the check in an interest-bearing escrow account (where it remains to this day) pending a determination of which of the payees was entitled to it. Health Cost took the position that the terms of the plan еntitled it to this money as subrogee. Washington disagreed and brought suit in an Illinois state court against Health Cost and the plan for a declaration that she was entitled to keep the money. Health Cost removed the suit to federal district court, basing federal jurisdiction on ERISA. See 29 U.S.C. § 1132(a); Metropolitan Life Ins. Co. v. Taylor,
There is, to begin with, a question of our appellate jurisdiction. The judgment оrder entered by the district court merely states that the plaintiffs motion for summary judgment is granted and that "this case is closed." The grant of summary judgment is not, however, the entry of a judgment, despite the name, Massey Ferguson Division of Varity Corp. v. Gurley,
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There are two specific ways in which the grant of a motion for summary judgment will often fail to satisfy the criteria for an appealable order. The first is lack of finality, and the second lack of definiteness.
United States v. Allen,
When, however, the grant of summary judgment is in favor of a plaintiff who is seeking a money judgment, then failure to enter an order directing the defendant to pay a specified sum may indeed be an event of jurisdictional significance. For it may leave unclear just what the judge has decided. It did here. The judge may have thought the amount of Health Cost’s entitlement too obvious to warrant writing down the number of dollars that Valerie Washington must pay. He was wrong. What a plaintiff asks for in his complaint and what he is entitled to by way of judgment need not be the same number even if he wins the case, if only because a plaintiff often is entitlеd to prejudgment interest,
Uphoff v. Elegant Bath, Ltd.,
Maybe the judge was confused by the fact that Health Cost asked for a declaratory judgment rather than an order to pay. Rather than trying to collect money directly from Washington, who for all we know doesn’t have any and who in any event might not be suable for damages under ERISA (a question we need not decide, however), Health Cost wants to get its paws on the money in the escrow account, which Washington does not control. It wants a declaration that it can take to the escrow agent as proof that the agent should turn over the money to it. But all this means is that instead of ordering the defendant to pay a specified sum of money to the plaintiff, the judge should have declared the plaintiffs right to a specified sum of money, or,- alternatively and equivalently, to the balance in the escrow аc *708 count. A declaratory judgment declares the rights of the parties; it does not “declare” merely that one of the parties has obtained summary judgment.
The requirement that the judgment make clear what the plaintiff is or is not entitled to is not a niggling, petty technicality; it is not a technicality at all. When there is uncertainty as to what the plaintiff is entitled to, the seeds of piecemeal appealing are sown; an appeal from an order entered during the postjudgment collection phase of a lawsuit is likely if the amount to be collected remains in dispute after the judgment has been affirmed. As bad as multiple appeals in the same case is uncertainty when and whether an appeal is possible. When a defective judgnent is entered, the parties’ lawyers have a duty, not here fulfilled, as officers of the cоurt to advise the judge of the need to enter a proper, amended judgment. Cf.
Richmond v. Chater, supra,
But when it is clear both that the district court has resolved the parties’ legal dispute and what the terms of that resolution are, that resolution is appealable as a final decision within the meaning of 28 U.S.C. § 1291 even if there is no simple, concise statement of just what the judgment is. E.g.,
Metzl v. Leininger,
There is also a question-actually there are several questions-about the district court’s jurisdiction. The first and least is whether the earlier remand of Washington’s mirror-image suit to state court on the ground that it was not within federal jurisdiction is res judicata in this suit. Health Cost argues not, on the erroneous ground that a dismissal (which the remand order had the effect of) for want of jurisdiction cannot have any res judicata effect because a ruling by a court that lacks jurisdiction over the case is a nullity. That is an oversimplification. A ruling by a court that it lacks jurisdiction is res judicata on the issue of that court’s jurisdiction (provided-an essential qualification, as we’re about to see-that res judicata is otherwise proper). A court is competent to decide its own jurisdiction even though it is not competent to decide the merits of a case over which it lacks jurisdiction.
Okoro v. Bohman,
An
unappealable
ruling, however, is not res judicata,
Warner/Elektra/Atlantic Corp. v. County of DuPage,
Washington next argues that Health Cost is not an ERISA fiduciary; and if not, Health Cost concedes, its suit is not an ERISA suit and there is no federal jurisdiction. An ERISA fiduciary is, so far as bears on this case, anyone who has substantial control over the assets, management, or administration of an ERISA plan. 29 U.S.C. § 1002(21)(A);
Lockheed Corp. v. Spink,
Not being the plan’s lawyer, Health Cost is not subject to the fiduciary duties that a lawyer has to his client. Yet it has considerably more discretion than the plan’s lawyer, and this argues for making Health Cost a fiduciary on some other basis, namely ERISA. Assigned whatever legal claims the plan might have rather than merely retained to prosecute them as the plan’s agent, Health Cost does not consult with the administrator on whether to take legal action, as in the ordinary lawyer-client setting. By virtue of the assignment, the claims become Health Cost’s property and Health Cost determines in its sole discretion which ones are meritorious and what to do to collect them. This is a broader power than that of a lawyer hired to handle a claim, or of an ordinary collection agent. Compare
Moores v. Greenberg,
We are helpеd to this conclusion by a desire not to interfere with the widespread practice (see, e.g., 1 Jeffrey D. Mamorsky, Employee Benefits Handbook § 3.06, p. 3- *710 28 (1998)), clearly contemplated by the statute itself (see 29 U.S.C. §§ 1002(16)(A), 1103(a)(2); 29 C.F.R. § 2509.75-8FR-12; Jay Conison, Employee Benefit Plans in a Nutshell 13, 206 (2d ed.1998)) and so far as we know salutary, of splitting up the various functions involved in the administration of an ERISA plan among specialized providers of service. (That is illustrated here not only by the plan administrator’s retention of Health Cost, but of the delegation by Washington’s employer of the administration of a part of its employee welfare plan to another entity — Reese, succeeded by Humana.) To deny such specialists access to the federal, courts under ERISA because they lack the full range of responsibilities of a traditional trustee would impede what appears to be an efficiency-promoting fractionating of fiduciary responsibilities that is consistent with an economy-wide trend toward specialization.
Washington also argues that the district court had no jurisdiction because the relief sought by Health Cost is not equitable,' and ERISA authorizes only suits by fiduciaries that seek equitable relief. 29 U.S.C. § 1132(a)(3);
Mertens v. Hewitt Associates,
She argues that this is a suit for damages and such a suit is of course legal, not equitable, as emphasized in
Mertens v. Hewitt Associates, supra.
But Health Cost is not seeking damages, or indеed any form of payment, from Washington. What it is seeking is best described as the imposition of a constructive trust on the money in the escrow account, see 1 Dobbs,
supra,
§ 4.3(2), or, alternatively and equivalently, as we are about to see, on Washington’s claim to the money; and Health Cost argues constructive trust as an alternative basis to restitution for its claim. A constructive trust is, of course, an equitable remedy. E.g.,
Filipowicz v. American Stores Benefit Plans Comm.,
So Health Cost is indeed seeking a constructive trust and while the Ninth Circuit appears to believe that the imposition of a constructive trust in an ERISA case is permissible only when there has been a breach of trust,
FMC Medical Plan v. Owens,
With all jurisdictional issues resolved we arrive at last at the merits. The question here is whether the plan documents entitle thе plan to reimbursement for medical expenses that are paid to a participant in accordance with an insurance policy that provides coverage for an injury inflicted by an uninsured motorist. The plan itself is perfectly clear on this point. It says that the plan will cover the expense of “medical services for injury caused by a third party.... However, [the plan] has the right to be reimbursed for the value of services it has provided when a beneficiary receives payment from a third party,” here the insurer. The summary plan description, however, says that the plan “will provide medical services and treatment for injuries caused by a third party. You must, however, assign to the [plan] all rights to obtaining reimbursement from
the third party
for medical services provided by or through the [plan]” (emphasis added). Read literally, this implies that the оnly reimbursement the plan can seek is from the injurer (the third party who causes the injury), who in this case was an uninsured motorist. When, however, the plan and the summary plan description conflict, the former governs, being more complete-the original, as it were, which the summary plan description excerpts and translates into language that may be imprecise because it is designed to be intelligible to lay persons-unless thе plan participant or beneficiary has reasonably relied on the summary plan description to his detriment.
Mers v. Marriott Int'l Group Accidental Death & Dismemberment Plan,
We need not get into the issue of reliance here, or weigh the significance of the fact that the summary plan description states that “in case of a conflict or discrepancy between this booklet and the actual Plan provisions, the provisions of the Plan
*712
will govern your rights and benefits.” For thеre is no conflict between the descriptions. Washington’s interpretation of the passage that we quoted from the summary plan description makes no sense. The obvious purpose of the quoted language is to prevent double payment for the same claim. Had Washington been hit by an insured motorist, she would, she concedes, have been obligated to allow Health Cost to obtain reimbursement for the plan’s medical expenses from the motorist, which is to say, as a practical matter, the motorist’s insurer. We cannot fathom why it should make any difference if the motorist happens not to have any insurance, so that the victim’s insurer picks up the slack. The quoted language is merely a clumsy paraphrase of the clear language of the plan itself. Senseless interpretations of ERISA summary plan descriptions as of other contractual documents should be rejected. E.g.,
Grun v. Pneumo Abex Corp., supra,
One loose end remains to be tied up, however. Although we have spoken of “the plan itself’ and quoted language from the summary plan description referring to “the Plan,” Washington denies that the plan, on which Health Cost necessarily predicates its claim for reimbursement, was ever placed in evidence. What we (and Health Cost) have called “the plan” is a document entitled “Subscriber’s Service Agreement,” which is in the record but which states that it (like the summary plan description) is only a “summary” and that the “Group Service Agreement,” which is not in the record, is the real plan document.
This kind of confusion is all too common in ERISA land; often the terms of an ERISA plan must be inferred from a series of documents none clearly labeled as “the plan.” See, e.g.;
Milwaukee Areа Joint Apprenticeship Training Comm. v. Howell,
Affirmed.