Case Information
*1 OCTOBER TERM, 2019 (Slip Opinion)
Syllabus NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
being done in connection with this case, at the time the opinion is issued.
The syllabus constitutes no part of the opinion of the Court but has been
prepared by the Reporter of Decisions for the convenience of the reader.
See
United States
v.
Detroit Timber & Lumber Co.,
Syllabus ET AL . v. U. S. BANK N. A. ET AL .
CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR
THE EIGHTH CIRCUIT
No. 17–1712. Argued January 13, 2020—Decided June 1, 2020 Plaintiffs James Thole and Sherry Smith are retired participants in U. S.
Bank’s defined-benefit retirement plan, which guarantees them a fixed payment each month regardless of the plan’s value or its fiduciaries’ good or bad investment decisions. Both have been paid all of their monthly pension benefits so far and are legally and contractually enti- tled to those payments for the rest of their lives. Nevertheless, they filed a putative class-action suit against U. S. Bank and others (collec- tively, U. S. Bank) under the Employee Retirement Income Security Act of 1974 (ERISA), alleging that the defendants violated ERISA’s duties of loyalty and prudence by poorly investing the plan’s assets. They request the repayment of approximately $750 million to the plan in losses suffered due to mismanagement; injunctive relief, including replacement of the plan’s fiduciaries; and attorney’s fees. The District Court dismissed the case, and the Eighth Circuit affirmed on the ground that the plaintiffs lack statutory standing.
Held : Because Thole and Smith have no concrete stake in the lawsuit,
they lack Article III standing. See Lujan v. Defenders of Wildlife, 504 U. S. 555, 560–561. Win or lose, they would still receive the exact same monthly benefits they are already entitled to receive.
None of the plaintiffs’ arguments suffices to establish Article III
standing. First, the plaintiffs rely on a trust analogy in arguing that
an ERISA participant has an equitable or property interest in the plan
and that injuries to the plan are therefore injuries to the participants.
But participants in a defined-benefit plan are not similarly situated to
the beneficiaries of a private trust or to participants in a defined-
contribution plan, and they possess no equitable or property interest in
the plan, see
Hughes Aircraft Co. Jacobson
,
Syllabus
injuries to the plan where they themselves have not “suffered an injury
in fact,”
Hollingsworth Perry,
The plaintiffs’ amici assert that defined-benefit plan participants have standing to sue if the plan’s mismanagement was so egregious that it substantially increased the risk that the plan and the employer would fail and be unable to pay the participants’ future benefits. The plaintiffs do not assert that theory of standing here, nor did their com- plaint allege that level of mismanagement. Pp. 2–8.
C. J., and T HOMAS , A LITO , and G ORSUCH , JJ., joined. T HOMAS , J., filed a concurring opinion, in which G ORSUCH , J., joined. S , J., filed a dissenting opinion, in which G INSBURG , B REYER , and K AGAN , JJ., joined.
Opinion of the Court
NOTICE: This opinion is subject to formal revision before publication in the preliminary print of the United States Reports. Readers are requested to notify the Reporter of Decisions, Supreme Court of the United States, Wash- ington, D. C. 20543, of any typographical or other formal errors, in order that corrections may be made before the preliminary print goes to press. SUPREME COURT OF THE UNITED STATES
_________________ No. 17–1712 _________________ JAMES J. THOLE, ET AL ., PETITIONERS v.
U. S. BANK N. A., ET AL .
ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE EIGHTH CIRCUIT
[June 1, 2020]
J USTICE K AVANAUGH delivered the opinion of the Court.
To establish standing under Article III of the Constitu-
tion, a plaintiff must demonstrate (1) that he or she suffered
an injury in fact that is concrete, particularized, and actual
or imminent, (2) that the injury was caused by the defend-
ant, and (3) that the injury would likely be redressed by the
requested judicial relief. See
Lujan
v.
Defenders of Wildlife
Plaintiffs James Thole and Sherry Smith are two retired
participants in U. S. Bank’s retirement plan. Of decisive
importance to this case, the plaintiffs’ retirement plan is a
defined-benefit plan, not a defined-contribution plan. In a
defined-benefit plan, retirees receive a fixed payment each
month, and the payments do not fluctuate with the value of
the plan or because of the plan fiduciaries’ good or bad in-
vestment decisions. By contrast, in a defined-contribution
plan, such as a 401(k) plan, the retirees’ benefits are typi-
cally tied to the value of their accounts, and the benefits can
turn on the plan fiduciaries’ particular investment deci-
sions. See
Beck
v.
PACE Int’l Union
, 551 U. S. 96, 98
(2007);
Hughes Aircraft Co. Jacobson
,
Opinion of the Court
440 (1999).
As retirees and vested participants in U. S. Bank’s de- fined-benefit plan, Thole receives $2,198.38 per month, and Smith receives $42.26 per month, regardless of the plan’s value at any one moment and regardless of the investment decisions of the plan’s fiduciaries. Thole and Smith have been paid all of their monthly pension benefits so far, and they are legally and contractually entitled to receive those same monthly payments for the rest of their lives.
Even though the plaintiffs have not sustained any mone- tary injury, they filed a putative class-action suit against U. S. Bank and others (collectively, U. S. Bank) for alleged mismanagement of the defined-benefit plan. The alleged mismanagement occurred more than a decade ago, from 2007 to 2010. The plaintiffs sued under ERISA, the aptly named Employee Retirement Income Security Act of 1974, 88 Stat. 829, as amended, 29 U. S. C. §1001 et seq. The plaintiffs claimed that the defendants violated ERISA’s du- ties of loyalty and prudence by poorly investing the assets of the plan. The plaintiffs requested that U. S. Bank repay the plan approximately $750 million in losses that the plan allegedly suffered. The plaintiffs also asked for injunctive relief, including replacement of the plan’s fiduciaries. See ERISA §§502(a)(2), (3), 29 U. S. C. §§1132(a)(2), (3).
No small thing, the plaintiffs also sought attorney’s fees. In the District Court, the plaintiffs’ attorneys requested at least $31 million in attorney’s fees.
The U. S. District Court for the District of Minnesota dis-
missed the case, and the U. S. Court of Appeals for the
Eighth Circuit affirmed on the ground that the plaintiffs
lack statutory standing.
We affirm the judgment of the U. S. Court of Appeals for the Eighth Circuit on the ground that the plaintiffs lack Ar- ticle III standing. Thole and Smith have received all of their monthly benefit payments so far, and the outcome of
Opinion of the Court
this suit would not affect their future benefit payments. If
Thole and Smith were to
lose
this lawsuit, they would still
receive the exact same monthly benefits that they are al-
ready slated to receive, not a penny less. If Thole and Smith
were to
win
this lawsuit, they would still receive the exact
same monthly benefits that they are already slated to re-
ceive, not a penny more. The plaintiffs therefore have no
concrete stake in this lawsuit. To be sure, their attorneys
have a stake in the lawsuit, but an “interest in attorney’s
fees is, of course, insufficient to create an Article III case or
controversy where none exists on the merits of the underly-
ing claim.”
Lewis
v.
Continental Bank Corp.
,
* * *
If Thole and Smith had not received their vested pension benefits, they would of course have Article III standing to sue and a cause of action under ERISA §502(a)(1)(B) to re- cover the benefits due to them. See 29 U. S. C. §1132(a)(1)(B). But Thole and Smith have received all of their monthly pension benefits so far, and they will receive those same monthly payments for the rest of their lives.
To nоnetheless try to demonstrate their standing to chal- lenge alleged plan mismanagement, the plaintiffs have ad- vanced four alternative arguments.
First , analogizing to trust law, Thole and Smith contend that an ERISA defined-benefit plan participant possesses an equitable or property interest in the plan, meaning in essence that injuries to the plan are by definition injuries to the plan participants. Thole and Smith contend, in other words, that a plan fiduciary’s breach of a trust-law duty of prudence or duty of loyalty itself harms ERISA defined-ben- efit plan participants, even if the participants themselves
Opinion of the Court
have not suffered (and will not suffer) any monetary losses.
The basic flaw in the plaintiffs’ trust-based theory of
standing is that the participants in a defined-benefit plan
are not similarly situated to the beneficiaries of a private
trust or to the participants in a defined-contribution plan.
See
Varity Corp.
v.
Howe
,
Second
, Thole and Smith assert standing as representa-
tives of the plan itself. But in order to claim “the interests
of others, the litigants themselves still must have suffered
an injury in fact, thus giving” them “a sufficiently concrete
interest in the outcome of the issue in dispute.”
Hol-
lingsworth
v.
Perry
,
Opinion of the Court
tain some continuing financial stake in the litigation” in or- der to have Article III standing to bring an insider trading suit on behalf of the corporation); Craig v. Boren , 429 U. S. 190, 194–195 (1976) (vendor who “independently” suffered an Article III injury in fact could then assert the rights of her custоmers). The plaintiffs themselves do not have a concrete stake in this suit.
The plaintiffs point to the Court’s decisions upholding the Article III standing of assignees—that is, where a party’s right to sue has been legally or contractually assigned to another party. But here, the plan’s claims have not been legally or contractually assigned to Thole or Smith. Cf. Sprint Communications Co. v. APCC Services, Inc. , 554 U. S. 269, 290 (2008); Vermont Agency of Natural Resources v. United States ex rel. Stevens , 529 U. S. 765, 771–774 (2000) ( qui tam statute makes a relator a partial assignee and “gives the relator himself an interest in the lawsuit”) (emphasis deleted). The plaintiffs’ invocation of cases in- volving guardians, receivers, and executors falls short for basically the same reason. The plaintiffs have not been le- gally or contractually appointed to represent the plan.
Third
, in arguing for standing, Thole and Smith stress
that ERISA affords the Secretary of Labor, fiduciaries, ben-
eficiaries, and participants—including participants in a de-
fined-benefit plan—a general cause of action to sue for res-
toration of plan losses and other equitable relief. See
ERISA §§502(a)(2), (3), 29 U. S. C. §§1132(a)(2), (3). But
the cause of action does not affect the Article III standing
analysis. This Court has rejected the argument that “a
plaintiff automatically satisfies the injury-in-fact require-
ment whenever a statute grants a person a statutory right
and purports to authorize that person to sue to vindicate
that right.”
Spokeo
,
Inc.
v.
Robins
,
Opinion of the Court
ing requires a concrete injury even in the context of a stat-
utory violation.”
Spokeo
,
Fourth
, Thole and Smith contend that if defined-benefit
plan participants may not sue to target perceived fiduciary
misconduct, no one will meaningfully regulate plan fiduci-
aries. For that reason, the plaintiffs suggest that defined-
benefit plan participants must have standing to sue. But
this Court has long rejected that kind of argument for Arti-
cle III standing. See
Valley Forge Christian College
v.
Americans United for Separation of Church and State, Inc.
In any event, the argument rests on a faulty premise in this case because defined-benefit plans are regulated and monitored in multiple ways. To begin with, employers and their shareholders often possess strong incentives to root out fiduciary misconduct because the employers are enti- tled to the plan surplus and are often on the hook for plan shortfalls. Therefore, about the last thing a rational em- ployer wants or needs is a mismanaged retirement plan. Cf. ERISA §4062(a), 29 U. S. C. §1362(a). Moreоver, ERISA ex- pressly authorizes the Department of Labor to enforce ERISA’s fiduciary obligations. See ERISA §502(a)(2), 29 U. S. C. §1132(a)(2). And the Department of Labor has a substantial motive to aggressively pursue fiduciary miscon- duct, particularly to avoid the financial burden of failed de- fined-benefit plans being backloaded onto the Federal Gov- ernment. When a defined-benefit plan fails and is unable —————— [1] To be clear, our decision today does not concern suits to obtain plan information. See, e.g., ERISA §502(a)(1)(A), 29 U. S. C. §1132(a)(1)(A).
Opinion of the Court
to pay benefits to retirees, the federal Pension Benefit Guaranty Corporation is required by law to pay the vested pension benefits of the retirees, often in full. The Depart- ment of Labor is well positioned to understand the relation- ship between plan failure and the PBGC because, by law, the PBGC operates within the Department of Labor, and the Secretary of Labor chairs the Board of the PBGC. See ERISA §§4002(a), (d), 29 U. S. C. §§1302(a), (d). On top of all that, fiduciaries (including trustees who are fiduciaries) can sue other fiduciaries—and they would have good reason to sue if, as Thole and Smith posit, one fiduciary were using the plan’s assets as a “personal piggybank.” Brief for Peti- tioners 2. In addition, depending on the nature of the fidu- ciary misconduct, state and fedеral criminal laws may ap- ply. See, e.g., 18 U. S. C. §§664, 1954; ERISA §514(b)(4), 29 U. S. C. §1144(b)(4). In short, under ERISA, fiduciaries who manage defined-benefit plans face a regulatory phal- anx.
In sum, none of the plaintiffs’ four theories supports their Article III standing in this case.
One last wrinkle remains. According to the plaintiffs’
amici
, plan participants in a defined-benefit plan have
standing to sue if the mismanagement of the plan was so
egregious that it substantially increased the risk that the
plan and the employer would fail and be unable to pay the
participants’ future pension benefits. Cf.
Clapper
v.
Am-
nesty Int’l USA
,
Opinion of the Court
period of time. But a bare allegation of plan underfunding
does not itself demonstrate a substantially increased risk
that the plan and the employer would both fail. Cf.
LaRue
* * *
Courts sometimes make standing law more complicated than it needs to be. There is no ERISA exception to Article III. And under ordinary Article III standing analysis, the plaintiffs lack Article III standing for a simple, com- monsense reason: They have received all of their vested pension benefits so far, and they are legally entitled to re- ceive the same monthly payments for the rest of their lives. Winning or losing this suit would not change the plaintiffs’ monthly pension benefits. The plaintiffs have no concrete stake in this dispute and therefore lack Article III standing. We affirm the judgment of the U. S. Court of Appeals for the Eighth Circuit.
It is so ordered.
——————
[2] Even if a defined-benefit plan is mismanaged into plan termination, the federal PBGC by law acts as a backstop and covers the vested pension benefits up to a certain amount and often in full. For example, if the plan and the employer in this case were to fail, the PBGC would be re- quired to pay these two plaintiffs all of their vested pension benefits in full. See ERISA §§4022(a), (b), 29 U. S. C. §§1322(a), (b); Tr. of Oral Arg. 18–19; see also Congressional Research Service, Pension Benefit Guar- anty Corporation (PBGC): A Primer 1 (2019); PBGC, General FAQs About PBGC, https://www.pbgc.gov/about/faq/general-faqs-about-pbgc. Any increased-risk-of-harm theory of standing therefore might not be available fоr plan participants whose benefits are guaranteed in full by the PBGC. But we need not decide that question in this case.
T HOMAS , J., concurring
SUPREME COURT OF THE UNITED STATES
_________________ No. 17–1712 _________________ JAMES J. THOLE, ET AL ., PETITIONERS v.
U. S. BANK N. A., ET AL .
ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE EIGHTH CIRCUIT
[June 1, 2020]
J USTICE T HOMAS , with whom J USTICE G ORSUCH joins, concurring.
I agree with the Court’s opinion, which correctly applies our precedents and concludes that petitioners lack stand- ing. I also agree that “[c]ourts sometimes make standing law more complicated than it needs to be.” Ante , at 8. I write separately to observe that by requiring us to engage with petitioners’ analogies to trust law, our precedents un- necessarily complicate this case.
The historical restrictions on standing provide a simpler
framework. Article III vests “[t]he judicial Power of the
United States” in the federal courts and specifies that it
shall extend to enumerated categories of “Cases” and “Con-
troversies.” §§1, 2. “To understand the limits that standing
imposes on ‘the judicial Power,’ . . . we must ‘refer directly
to the traditional, fundamental limitations upon the powers
of common-law courts.’ ”
Spokeo
,
Inc.
v.
Robins
, 578 U. S.
___, ___ (2016) (T HOMAS , J., concurring) (slip op., at 2)
(quoting
Honig Doe
,
“Common-law courts imposed different limitations on a
T HOMAS , J., concurring
plaintiff ’s right to bring suit depending on the type of right
the plaintiff sought to vindicate.”
Spokeo
,
Petitioners claim violations of private rights under the Employee Retirement Income Security Act of 1974 (ERISA). “In a suit for the violation of a private right, courts historically presumed that the plaintiff suffered a de facto injury [if] his personal, legal rights [were] invaded.” Spokeo , supra , at ___ (T HOMAS , J., concurring) (slip op., at 2). In this case, however, none of the rights identified by petitioners belong to them. The fiduciary duties created by ERISA are owed to the plan, not petitioners. See 29 U. S. C. §§1104(a)(1), 1105(a), 1106(a)(1), 1106(b), 1109(a). As par- ticipants in a defined benefit plan, petitioners have no legal or equitable ownership interest in the plan assets. See ante at 4. There has been no assignment of the plan’s rights by ERISA or any contract. See ante , at 5. And petitioners can- not rely on ERISA §502(a). Although it establishes certain causes of action, it creates no private right. See §1132(a).
There is thus no need to analogize petitioners’ complaint to trust lаw actions, derivative actions, qui tam actions, or anything else. We need only recognize that the private rights that were allegedly violated do not belong to petition- ers under ERISA or any contract.
Our ERISA precedents have especially complicated the
T HOMAS , J., concurring
question of standing in this case due to their misinterpre- tations of the statute. I continue to object to this Court’s practice of using the common law of trusts as the “starting point” for interpreting ERISA. Varity Corp. Howe , 516 U. S. 489, 497 (1996). “[I]n ‘every case involving construc- tion of a statute,’ the ‘starting point . . . is the language it- self.’ ” Id. , at 528 (T HOMAS , J., dissenting) (quoting Ernst & Ernst v. Hochfelder , 425 U. S. 185, 197 (1976); ellipsis in original). This is especially true for ERISA because its “statutory definition of a fiduciary departs from the com- mon law.” Varity , supra, at 528 . The Court correctly ap- plies Varity here, but in an appropriate case, we should re- consider our reliance on loose analogies in both our standing and ERISA jurisprudence.
S OTOMAYOR SUPREME COURT OF THE UNITED STATES
_________________ No. 17–1712 _________________ JAMES J. THOLE, ET AL ., PETITIONERS v.
U. S. BANK N. A., ET AL .
ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE EIGHTH CIRCUIT
[June 1, 2020]
J USTICE , with whom J USTICE G INSBURG J USTICE B REYER , and J USTICE K AGAN join, dissenting.
The Court holds that the Constitution prevents millions of pensioners from enforcing their rights to prudent and loyal management of their retirement trusts. Indeed, the Court determines that pensioners may not bring a federal lawsuit to stop or cure retirement-plan mismanagement until their pensions are on the verge of default. This con- clusion conflicts with common sense and longstanding prec- edent.
I A ERISA 1 protects “the interests of participants in em- ployee benefit plans and their benеficiaries.” 29 U. S. C. §1001(b). Chief among these safeguards is that “all assets of an employee benefit plan” must “be held in trust by one or more trustees” for “the exclusive purposes of providing benefits to participants in the plan and their beneficiaries.” §§1103(a), (c)(1). A retirement plan’s assets “shall never in- ure to the benefit of any employer.” §1103(c)(1).
Because ERISA requires that retirement-plan assets be —————— [1] Employee Retirement Income Security Act of 1974, 88 Stat. 829, as amended, 29 U. S. C. §1001 et seq .
held in trust, it imposes on the trustees and other plan man-
agers “ ‘strict standards’ ” of conduct “ ‘derived from the com-
mon law of trusts.’ ”
Fifth Third Bancorp
v.
Dudenhoeffer
,
If a fiduciary flouts these stringent standards, ERISA provides a cause of action and makes the fiduciary person- ally liable. §§1109, 1132. The United States Secretary of Labor, a plan participant or beneficiary, or another fiduci- ary may sue for “appropriate relief under section 1109.” §1132(a)(2); see also §1132(a)(3) (permitting participants, beneficiaries, or fiduciaries to bring suit “to enjoin any act or practice which violates any provision of this subchapter or the terms of the plan”). Section 1109’s remedies include restoration of lost assets, disgorgement of ill-gained profits, and removal of the offending fiduciaries. §1109(a).
B
Petitioners allege that, as of 2007, respondents breached their fiduciary duty of loyalty by investing pension-plan as- sets in respondents’ own mutual funds and by paying them- selves excessive management fees. (Petitioners further contend that this self-dealing persists today.) According to the complaint, the fiduciaries also made imprudent invest- ments that allowed them to manipulate accounting rules, boost their reported incomes, inflate their stock prices, and 3 exercise lucrative stock options to their own (and their shareholders’) benefit.
Then came the Great Recession. In 2008, the retirement plan lost $1.1 billion, allegedly $748 million more than a properly managed plan would have lost. So some of the plan’s participants sued under 29 U. S. C. §1132(a) for the relief Congress contemplated: restoration of losses, dis- gorgement оf respondents’ ill-gotten profits and fees, re- moval of the disloyal fiduciaries, and an injunction to stop the ongoing breaches. Faced with this lawsuit, respondents returned to the plan about $311 million (less than half of what the plan had lost) and none of the profits respond- ents had unlawfully gained. See 873 F. 3d 617, 630–631 (CA8 2018).
II
In the Court’s words, the question here is whether peti- tioners have alleged a “concrete” injury to support their con- stitutional standing to sue. Ante , at 3. They have for at least three independent reasons.
A
First, petitioners have an interest in their retirement plan’s financial integrity, exactly like private trust benefi- ciaries have in protecting their trust. By alleging a $750 million injury to that interest, petitioners have established their standing.
This Court typically recognizes an “injury in fact” where the alleged harm “has a close relationship to” one “that has traditionally been regarded as providing a basis for a law- suit in English or American courts.” Spokeo, Inc. Robins 578 U. S. ___, ___ (2016) (slip op., at 9). Thus, the Court acknowledges that “private trust” beneficiaries have stand- ing to protect the assets in which they have an “equitable” interest. Ante , at 3–4. The critical question, then, is *17 4
whether petitioners have an equitable interest in their re- tirement plan’s assets even though their pension payments are fixed.
They do. ERISA expressly required the creation of a trust
in which petitioners are the beneficiaries: “[A]ll assets” of
the plan “shall be held in trust” for petitioners’ “exclusive”
benefit. 29 U. S. C. §§1103(a), (c)(1); see also §1104(a)(1). These requirements exist regardless whether the employer
establishes a defined-benefit or defined-contribution plan.
§1101(a). Similarly, the Plan Document governing petition-
ers’ defined-benefit plan states that, at “ ‘all times,’ ” all plan
assets “ ‘shall’ ” be in a “ ‘trust fund’ ” managed for the par-
ticipants’ and beneficiaries’ “ ‘exclusive benefit.’ ” App. 60–
61. The Plan Document also gives petitioners a residual
interest in the trust fund’s assets: It instructs that, “[u]pon
termination of the Plan, each Participant [and] Beneficiary”
shall look to “the assets of the [trust f]und” to “provide the
benefits otherwise apparently promised in this Plan.” Rec-
ord in No. 13–cv–2687 (D Minn.), Doc. 107–1, p. 75. This
arrangement confers on the “participants [and] beneficiar-
ies” of a defined-benefit plan an equitable stake, or a “com-
mon interest,” in “the financial integrity of the plan.”
Mas-
sachusetts Mut. Life Ins. Co.
v.
Russell
,
Petitioners’ equitable interest finds ample support in tra-
ditional trust law. “The creation of a trust,” like the one
here, provides beneficiaries “an equitable interest in the
subject matter of the trust.” Restatement (Second) of
——————
[2]
Generally, “a trust is created when one person (а ‘settlor’ or ‘grantor’)
transfers property to a third party (a ‘trustee’) to administer for the ben-
efit of another (a ‘beneficiary’).”
North Carolina Dept. of Revenue Kim-
berley Rice Kaestner 1992 Family Trust
,
Trusts §74, Comment
a
, p. 192 (1957); see
Blair Commis-
sioner
,
So too here. Because respondents’ alleged mismanage- ment lost the pension fund hundreds of millions of dollars, petitioners have stated an injury to their equitable property interest in that trust.
The Court, by contrast, holds that participants and bene- ficiaries in а defined-benefit plan have no stake in their plan’s assets. Ante , at 4. In other words, the Court treats beneficiaries as mere bystanders to their own pensions.
That is wrong on several scores. For starters, it creates a paradox: In one breath, the Court determines that peti- tioners have “no equitable or property interest” in their plan’s assets, ante , at 4; in another, the Court concedes that petitioners have an enforceable interest in receiving their “monthly pension benefits,” ante , at 2. Benefits paid from where? The plan’s assets, obviously. Precisely because pe- titioners have an interest in payments from their trust ——————
[3] Even contingent and discretionary beneficiaries (those who might not ever receive any assets from the trust) can sue to protect the trust absent a personal financial loss (or an imminent risk of loss). See A. Hess, G. Bogert, & G. Bogert, Law of Trusts and Trustees §871 (June 2019 up- date) (Bogert & Bogert) (listing cases).
fund, they have an interest in the integrity of the assets from which those payments come. See Russell , 473 U. S., at 142, n. 9.
The Court’s contrary conclusion is unrecognizable in the fundamental trust law that both ERISA and the Plan Doc- ument expressly incorporated. If the participants and beneficiaries in a defined-benefit plan did not have equita- ble title to the plan’s assets, then no one would. Yet that would mean that no “trust” exists, contrary to the plain terms of both ERISA and the Plan Document. See 29 U. S. C. §1103(a); App. 60; see also n. 2, supra ; Blair , 300 U. S., at 13; Bogert & Bogert §1; Restatement (Second) of Trusts §74, Comment a , at 192.
Recognizing this problem, the Court asserts that, despite our case law, ERISA’s text, and petitioners’ Plan Document, trust law is not relevant at all. The Court announces that all “plaintiffs who allege mismanagement of a defined-ben- efit plan,” regardless of their plan terms, cannot invoke a “trust-law analogy” to “support Article III standing.” Ante at 4.
That categorical conclusion has no basis in logic or law. Logically, the Court’s reasoning relies on tautology. To dis- tinguish an ERISA trust fund from a private trust fund, the Court observes that petitioners’ payments have not “fluctu- ate[d] with the value of the plan or because of the plan fi- duciaries’ good or bad investment decisions” in the past, ante, at 1, so petitioners will necessarily continue to receive full payments “for the rest of their lives,” no matter the out- come of this suit, ante , at 3. But that is circular: Petitioners will receive benefits indefinitely because they receive bene- fits now? The Court does not explain how the pension could satisfy its monthly obligation if, as petitioners allege, the plan fiduciaries drain the pool from which petitioners’ fixed income streams flow.
Legally, the Cоurt’s analysis lists distinctions without a difference. First, the Court writes that a trust promising fixed payments is not a trust because the promise “will not change, regardless of how well or poorly the [trust] is man- aged.” Ante, at 4. That does not follow (a promise of pay- ment differs from an actual payment) and it does not dis- prove a trust. Trusts vary in their terms, to be sure. See Bogert & Bogert §181 (“The settlor has great freedom in the selection of the beneficiaries and their interests”). But re- gardless whether a trust creates a “present interest” in “im- mediate enjoyment” of the trust property or “a future inter- est” in “receiv[ing] trust assets or benefits at a later time,” the beneficiary “always” has an “equitable” stake. Ibid.
Second, the Court states that “the employer, not plan par- ticipants, receives any surplus left over after all of the ben- efits are paid” and “the employer, not plan participants, is on the hook for plan shortfalls.” Ante, at 4; see also ante, at 7 (noting that “the federal Pension Benefit Guaranty Corporation is required by law to pay” some benefits if a plan fails). But that does not distinguish ERISA from standard trust law, either. It does not matter that other parties besides beneficiaries may have a residual stake in trust assets; a beneficiary with a life-estate interest in pay- ments from a trust still has an еquitable interest. See Bogert & Bogert §706. Even life-beneficiaries may “re- quir[e]” the trustee “to pay the trust the amount necessary to place the trust account in the position in which it would have been, had the [trustee’s fiduciary] duty been per- formed.” Ibid. If anything, petitioners’ equitable interests are stronger than those of their common-law counterparts; the Plan Document provides petitioners a residual interest in the pension fund’s assets even after the trust terminates. See Record in No. 13–cv–2687, Doc. 107–1, at 75.
Nor is it relevant whether additional parties (including an insurance carrier) are “on the hook” for plan shortfalls after a loss occurs. Cf. ante, at 4, 6, 7, 8, n. 2. The Court appears to conclude that insurance (or other protections to remedy trust losses) would deprive beneficiaries of their eq- uitable interests in their trusts. See ibid. But the Court cites nothing supporting that proposition. To the contrary, it is well settled that beneficiaries retain equitable interests in trust assets even when those assets are insured or re- plenished. See Bogert & Bogert §599. Some States and trusts require that the “property of a trust . . . be insured” or similarly protected; indeed, some jurisdictions impose on trustees a fiduciary “duty to insure.” Ibid. (collecting au- thorities). None of those authorities suggests that benefi- ciaries lose their equitable interests as a result, and none suggests that the law excuses a fiduciary’s malfeasance simply because other sources may help provide relief. The Court’s opposing view—that employer liability and insur- ance pardon a trustee’s wrongdoing from a beneficiary’s suit—has no support in law.
Third, the Court draws a line between a trust and a con- tract, ante, at 4, but this too is insignificant here. The Court declares that petitioners’ pension plan “is more in the na- ture of a contract,” ibid. ¸ but then overlooks that the so- called contract creates a trust. The Plan Document ex- pressly requires that petitioners’ pension funds be held in a “trust” exclusively for petitioners’ benefit. App. 60–61. The Court’s statement that “the employer, not plan partici- pants, receives any surplus left over after all of the benefits are paid,” cf. ante, at 4, actually proves that a trust exists. The reason the employer does not receive any residual until “after all of the benefits are paid,” ibid. , is because the Plan Document provides petitioners an enforceable residual in- terest, Record in No. 13–cv–2687, Doc. 107–1, at 75. It is telling that the Court does not cite, let alone analyze, the “cоntract” governing petitioners’ trust fund.
Last, the Court cites inapposite case law. It asserts that
“this Court has stated” that “plan participants possess no
equitable or property interest in the plan.”
Ante
, at 4 (citing
Hughes Aircraft Co. Jacobson
,
Neither
Hughes
nor
LaRue
suggests otherwise.
Hughes
explained that a defined-benefit-plan beneficiary does not
have “a claim to any particular asset that composes a part
of the plan’s general asset pool.”
LaRue
is even less helpful to today’s Court. That case
involved a defined-contribution plan, not a defined-benefit
plan.
other statutory remedies. 4 In fact, LaRue confirmed that ERISA beneficiaries like petitioners may sue fiduciaries for “ ‘any profit which would have accrued to the [plan] if there had been no breach of trust,’ ” 552 U. S., at 254, n. 4, or where “fiduciary breaches . . . impair the value of plan as- sets,” id. , at 256. Because petitioners bring those kinds of claims, LaRue supports their standing.
B
Second, petitioners have standing because a breach of fiduciary duty is a cognizable injury, regardless whether that breach caused financial harm or increased a risk of nonpayment.
A beneficiary has a concrete interest in a fiduciary’s loy- alty and prudence. For over a century, trust law has pro- vided that breach of “a fiduciary or trust relation” makes the trustee “suable in equity.” Clews Jamieson , 182 U. S. 461, 480–481 (1901). That is because beneficiaries have an enforceable “right that the trustee shall perform the trust in accоrdance with the directions of the trust instrument and the rules of equity.” Bogert & Bogert §861; see also Restatement (Second) of Trusts §199 (trust beneficiary may “maintain a suit” for breach of fiduciary duty).
That interest is concrete regardless whether the benefi-
ciary suffers personal financial loss. A beneficiary may sue
a trustee for restitution or disgorgement, remedies that rec-
ognize the relevant harm as the trustee’s wrongful gain.
Through restitution law, trustees are “subject to liability” if
they are unjustly enriched by a “ ‘violation of [a benefi-
ciary]’s legally protected rights,’ ” like a breach of fiduciary
——————
[4]
The Court expressly declined to address other relief like that provided
under §1132(a)(3), see
LaRue
,
duty. Restatement (Third) of Restitution and Unjust En-
richment §1, and Comment
a
, p. 3 (2010). Similarly, dis-
gorgement allows a beneficiary to “stri[p]” the trustee of “a
wrongful gain.”
Id.
, §3, Comment
a
, at 22. Our Court drew
on these principles almost 200 years ago when it stated that
a trustee’s breach of loyalty supports a cause of action
“without any further inquiry” into gain or loss to a trust or
its beneficiaries.
Michoud
v.
Girod
,
Nor does it matter whether the beneficiaries receive the remedy themselves. A beneficiary may require a trustee to “restore” assets directly “to the trust fund.” Bogert & Bogert §861; see also Restatement (Second) of Trusts §205. In fact, because fiduciary duties are so paramount, the rem- edy need not involve money at all. A beneficiary may sue to “enjoin the trustee from committing a breach of trust” and to “remove the trustee.” Id ., §199.
Congress built on this tradition by making plan fiduciar-
ies expressly liable to restore to the plan wrongful profits
and any losses their breach caused, and by providing for in-
junctive relief to stop the misconduct and remove the
wrongdoers. See 29 U. S. C. §§1109, 1132(a)(2), (3). In do-
ing so, Congress rejected the Court’s statement that a
“trust-law analogy . . . does not” apply to “plaintiffs who al-
lege mismanagement of a defined-benefit plan.” Cf.
ante,
at
4. To the contrary, ERISA imposes “trust-like fiduciary
standards,”
Varity Corp. Howe
,
to “[r]espon[d] to deficiencies in prior law regulating [retire-
ment] plan fiduciaries” and to provide even greater protec-
tions for defined-benefit-plan beneficiaries,
Harris Trust
,
Given all that history and ERISA’s text, this Court itself
has noted, in the defined-benefit-plan context, “that when a
trustee” breaches “his fiduciary duty to the beneficiaries,”
the “beneficiaries may then maintain an action for restitu-
tion . . . or disgorgement.”
Harris Trust
,
The Court offers no reply to all the historical and statu- tory evidence showing petitioners’ concrete interest in pru- dent and loyal fiduciaries.
Instead, the Court insists again that “participants in a defined-benefit plan are not similarly situated to the bene- ficiaries of a private trust,” ante, at 4, and that the “com- plaint did not plausibly and clearly claim that the alleged mismanagement of the plan substantially increased the ——————
[5] Curiously, today’s Court suggests that ERISA’s efforts to bolster
trust-law fiduciary duties actually degraded them instead. See
ante
, at
4 (justifying a narrow construction of ERISA protections because “trust
law informs but does not control interpretation of ERISA”). Yet the case
the Court cites,
Varity Corp. Howe
,
risk that the plan and the employer would fail and be una- ble to pay the plaintiffs’ future pension benefits,” ante , at 7.
The first observation is incorrect for the reasons stated above. But even were the Court correct that petitioners’ rights do not sound in trust law, petitioners would still have standing. The Court reasons that petitioners have an en- forceable right to “monthly payments for the rest of their lives” because their plan confers a “contractua[l] enti- tle[ment].” Ante , at 2. Under that view, the plan also con- fers contractual rights to loyal and prudent plan manage- ment. See App. 60–61; 29 U. S. C. §§1104, 1109.
Thus, for the same reason petitioners could bring suit if
they did not receive payments from their plan, they could
bring suit if they did not receive loyalty and prudence from
their fiduciaries. After all, it is well settled that breach of
“a contract to act diligently and skil[l]fully” provides a
“groun[d] of action” in federal court.
Wilcox Executors of
Plummer
,
The Court’s second statement, that petitioners have not
alleged a substantial risk of missed payments,
ante,
at 7, is
orthogonal to the issues at hand. A breach-of-fiduciary-
duty claim exists regardless of the beneficiary’s personal
gain, loss, or recovery. In rejecting petitioners’ standing
and maintaining that “this suit would not change [petition-
ers’] monthly pension benefits,”
ante
, at 8, the Court fails to
distinguish the different rights on which pension-plan ben-
eficiaries may sue. They have a right not just to their pen-
sion benefits, but also to loyal and prudent fiduciaries. See
Warth
v.
Seldin
,
With its focus on fiscal harm, the Court seems to suggest that pecuniary injury is the sine qua non of standing. The Court emphasizes that petitioners themselves have not “sustained any monetary injury” apart from their trust fund’s losses. Ante, at 2; see also ante , at 4.
But injury to a plaintiff ’s wallet is not, and has never
been, a prerequisite for standing. The Constitution permits
federal courts to hear disputes over nonfinancial injuries
like the harms alleged here.
Spokeo
,
[6] This Court has found standing in myriad cases involving noneco-
nomic injuries. Examples include the denial or threatened impairment
of: equal treatment,
Adarand Constructors
,
Inc.
v.
Peña
,
None of this is disputed. In fact, the Court seems to con- cede all this reasoning in a footnote. See ante, at 6, n. 1. The Court appears to acknowledge that an ERISA benefi- ciary’s noneconomic right to information from the fiduciar- ies would support standing. See ibid. (citing 29 U. S. C. §1132(a)(1)(A)). Yet the Court offers no reason to think that a beneficiary’s noneconomic right to loyalty and prudence from the fiduciaries is meaningfully different.
For its part, the concurrence attempts to fill the Court’s gaps by adding that “[t]he fiduciary duties created by ERISA are owed to the plan, not petitioners.” Ante , at 2 (opinion of T HOMAS , J.). But this Court has already rejected ——————
concerning the availability of housing,”
Havens Realty Corp.
v.
Coleman
,
16
that view. Compare
Varity Corp.
,
Nor is that argument persuasive on its own terms. The concurrence relies on a compound рrepositional phrase taken out of context, collecting ERISA provisions saying that a fiduciary acts “with respect to” a plan. See ante , at 2 (opinion of T HOMAS , J.). Of course a plan fiduciary per- forms her duties “with respect to a plan.” 29 U. S. C. §1104(a)(1). After all, she manages the plan. §1102(a). But she does so “solely in the interest” and “for the exclusive purposes” of the plan’s “participants and beneficiaries.” §§1103(a), (c)(1), 1104(a)(1).
In short, the concurrence gets it backwards. Congress did not enact ERISA to protect plans as artificial entities. It enacted ERISA (and required trusts in the first place) to protect the plan “participants” and “their beneficiaries.” §1001(b). Thus, ERISA fiduciary duties run where the stat- ute says: to the participants and their beneficiaries.
C
Last, petitioners have standing to sue on their retirement plan’s behalf.
Even if petitioners had no suable interest in their plan’s financial integrity or its competent supervision, the plan it- self would. There is no disputing at this stage that respond- ents’ “mismanagement” caused the plan “approximately $750 million in losses” still not fully reimbursed. Ante , at 2 (majority opinion). And even under the concurrence’s view, respondents’ fiduciary duties “are owed to the plan.” Ante at 2 (opinion of T HOMAS , J.). The plan thus would have standing to sue under either theory discussed above.
The problem is that the plan is a legal fiction: Although ERISA provides that a retirement plan “may sue . . . as an entity,” 29 U. S. C. §1132(d)(1), someone must still do so on the plan’s behalf. Typically that is the fiduciary’s job. See §1102(a)(1) (fiduciaries have “authority to control and man- age the operation and administration of the plan”). But im- agine a case like this one, where the fiduciaries refuse to sue because they would be the defendants. Does the Con- stitution compel a pension plan to let a fox guard the hen- house?
Of course not. This Court’s representational standing
doctrine permits petitioners to sue on their plan’s behalf.
See
Food and Commercial Workers
v.
Brown Group, Inc.
The common law has long regarded a beneficiary’s repre-
sentational suit аs a proper “basis for a lawsuit in English
or American courts.”
Spokeo
,
ERISA embraces this tradition. Sections 1132(a)(2) and
(a)(3) authorize participants and beneficiaries to sue “in a
representative capacity on behalf of the plan as a whole,”
Russell
,
whole,”
id.
, at 140. Perhaps for this reason, and adding to
the incongruity in today’s outcome, some Members of this
Court have insisted that lawsuits to enforce ERISA’s fidu-
ciary duties “must” be brought “in a representative capac-
ity.”
Varity Corp.
,
Permitting beneficiaries to enforce their plan’s rights finds plenty of support in our constitutional case law. Take associational standing: An association may file suit “to re- dress its members’ injuries, even without a showing of in- jury to the association itself.” Food and Commercial Work- ers , 517 U. S., at 552. All Article III requires is that a member “ ‘would otherwise have standing to sue in their own right’ ” and that “ ‘the interests [the association] seeks to protect are germane to the organization’s purpose.’ ” Id. at 553. Petitioners’ suit here is the other side of the same coin: The plan would have standing to sue in its own right, and petitioners’ interest is to disgorge wrongful profits and reimburse the trust for losses, thereby preserving trust as- sets held for their exclusive benefit.
Next-friend standing is another apt analog. Long “ac- cepted [as a] basis for jurisdiction,” this doctrine allows a party to “appear in [federal] court on behalf of detained prisoners who are unable . . . to seek relief themselves.” Whitmore v. Arkansas , 495 U. S. 149, 162 (1990) (tracing the doctrine’s roots to the 17th century). Here, of course, petitioners’ plan cannot access the courts itself because the parties the Court thinks should file suit (the fiduciaries) are the defendants. Like a “next friend,” moreover, petitioners are “dedicated to the best interests” of the party they seek to protect, id. , at 163, because the plan’s interests are peti- tioners’ interests.
——————
[7]
Other examples include guardians ad litem and, of course, trustees.
E.g.
,
Sprint Communications Co. APCC Services
,
Inc.
,
Congress was on well-established ground when it allowed pension participants and beneficiaries to sue on their retire- ment plan’s behalf.
The Court’s conflicting conclusion starts with inaрposite
cases. It invokes
Hollingsworth
v.
Perry
,
Next, the Court maintains that petitioners “have not been legally or contractually assigned” or “appointed” to ——————
287 (2008) (noting in the Article III standing context that “federal courts routinely entertain suits which will result in relief for parties that are not themselves directly bringing suit,” such as when “[t]rustees bring suits to benefit their trusts”); see also id. , at 304–305, n. 2 (R OBERTS C. J., dissenting) (“Trustees, guardians ad litem, executors, and the like make up a settled, continuous practice ‘of the sort traditionally amenable to, and resolved by, the judicial process’ ”).
[8] The Court cites two more cases:
Gollust
v.
Mendell
, 501 U. S. 115
(1991), and
Craig Boren
,
represent the plan.
Ante
, at 5. Although a formal assign-
ment or appointment suffices for standing, it is not neces-
sary. See,
e.g.
,
Food and Commercial Workers
, 517 U. S., at
552;
Whitmore
,
To support standing, a statute may (but need not) legally designate a party to sue on another’s behalf. Be- cause ERISA does so here, petitioners should be permitted to sue for their pension plan’s sake.
——————
[9] Neither
Sprint
, 554 U. S. 269, nor
Vermont Agency of Natural Re-
sources
v.
United States ex rel. Stevens
, 529 U. S. 765 (2000), is to the
contrary. Cf.
ante
, at 5. Both decisions undermine today’s result. See
Sprint
,
III
The Court also notes that “[e]ven if a defined-benefit plan is mismanaged into plan termination, the federal [Pension Benefit Guaranty Corporation] by law acts as a backstop and covers the vested pension benefits up to a certain amount and often in full.” Ante, at 8, n. 2. The Court then suggests that the only way beneficiaries of a mismanaged plan could sue is if their benefits were not “guaranteed in full by the PBGC.” Ibid.
Those statements underscore the problem in today’s de- cision. Whereas ERISA and petitioners’ Plan Document ex- plicitly mandate that all plan assets be handled prudently and loyally for petitioners’ exclusive benefit, the Court sug- gests that beneficiaries should endure disloyalty, impru- dence, and plan mismanagement so long as the Federal Government is there to pick up the bill when “the plan and the employer” “fail.” Ibid.
But the purpose of ERISA and fiduciary duties is to pre- vent retirement-plan failure in the first place. 29 U. S. C. §1001. In barely more than a decade, the country (indeed the world) has experienced two unexpected financial crises that have rocked the existence and stability of many em- ployers once thought incapable of failing. ERISA deliber- ately provides protection regardless whether an employer is on sound financial footing one day because it may not be so stable the next. See ibid.
The Court’s references to Government insurance also overlook sobering truths about the PBGC. The Government Accountability Office recently relisted the PBGC as one of the “High Risk” Government programs most likely to be- come insolvent. See GAO, Report to Congressional Com- mittees, High-Risk Series: Substantial Efforts Needed To —————— [10] This also explains why a material risk of loss is not a prerequisite for standing, least of all for retirees relying on their retirement plan for in- come. Cf. ante, at 7–8.
Achieve Greater Progress on High-Risk Areas (GAO–19– 157SP, 2019) (GAO High-Risk Report). Noting the insol- vency of defined-benefit plans that the PBGC insures and the “significant financial risk and governance challenges that the PBGC faces,” the GAO High-Risk Report warns that “the retirement benefits of millions of American work- ers and retirees could be at risk of dramatic reductions” within four years. Id. , at 56–57. At last count, the PBGC’s “net accumulated financial deficit” was “over $51 billion” and its “exposure to potential future losses for underfunded plans” was “nearly $185 billion.” Id., at 267. Notably, the GAO had issued these warnings before the current financial crisis struck. Exchanging ERISA’s fiduciary duties for Gov- ernment insurance would only add to the PBGC’s plight and require taxpayers to bail out pension plans.
IV
It is hard to overstate the harmful consequences of the Court’s conclusion. With ERISA, “the crucible of congres- sional concern was misuse and mismanagement of plan as- sets by plan administrators.” Russell , 473 U. S., at 141, n. 8. In imposing fiduciary duties and providing a private right of action, Congress “designed” the statute “to prevent these abuses in the future.” Ibid. Yet today’s outcome en- courages the very mischief ERISA meant to end.
After today’s decision, about 35 million people with de- fined-benefit plans 11 will be vulnerable to fiduciary miscon- duct. The Court’s reasoning allows fiduciaries to misuse pension funds so long as the employer has a strong enough balance sheet during (or, as alleged here, because of ) the misbehavior. Indeed, the Court holds that the Constitution ——————
[11] See Dept. of Labor, Private Pension Plan Bulletin Historical Tables and Graphs, 1975–2017 (Sept. 2019) (Table E4), https: / /www.dol.gov / sites / dolgov / files / EBSA / researchers / statistics / retirement - bulletins / private - pension - plan - bulletin - historical - tables - and - graphs.pdf.
forbids retirees to remedy or prevent fiduciary breaches in federal court until their retirement plan or employer is on the brink of financial ruin. See ante , at 7–8. This is a re- markable result, and not only because this case is bookended by two financial crises. There is no denying that the Great Recession contributed to the plan’s massive losses and statutory underfunding, or that the present pandemic punctuates the perils of imprudent and disloyal financial management.
Today’s result also disrupts the purpose of ERISA and the
trust funds it requires. Trusts have trustees and fiduciary
duties to protect the assets and the beneficiaries from the
vicissitudes of fortune. Fiduciary duties, especially loyalty,
are potent prophylactic rules that restrain trustees
“tempted to exploit [a] trust.” Bogert & Bogert §543. Con-
gress thus recognized that one of the best ways to protect
retirement plans was to codify the same fiduciary duties
and beneficiary-enforcement powers that have existed for
centuries.
E.g.
, 29 U. S. C. §§1001(b), 1109, 1132. Along
those lines, courts once held fiduciaries to a higher stand-
ard: “Not honesty alone, but the punctilio of an honor the
most sensitive.”
Meinhard
v.
Salmon
,
Nor can petitioners take comfort in the so-called “regu- latory phalanx” guarding defined-benefit plans from mis- management. Ante , at 7. Having divested ERISA of en- forceable fiduciary duties and beneficiaries of their right to sue, the Court lists “employers and their shareholders,” other fiduciaries, and the “Department of Labor” as parties on whom retirees should rely. Ante , at 6–7 . But there are serious holes in the Court’s proffered line of defense.
The Court’s proposed solutions offer nothing in a case like this one. The employer, its shareholders, and the plan’s co- fiduciaries here have no reason to bring suit because they either committed or profited from the misconduct. Recall *37 24
the allegations: Respondents misused a pension plan’s as- sets to invest in their own mutual funds, pay themselves excessive fees, and swell the employer’s income and stock prices. Nor is the Court’s suggestion workable in the mine run of cases. The reason the Court gives for trusting em- ployers and shareholders to look out for beneficiaries—“be- cause the employers are entitled to the plan surplus and are often on the hook for plan shortfalls,” ante , at 6—is what commentators call a conflict of interest.
Neither is the Federal Government’s enforcеment power a palliative. “ERISA makes clear that Congress did not in- tend for Government enforcement powers to lessen the re- sponsibilities of plan fiduciaries.” Central States , 472 U. S., at 578. The Secretary of Labor, moreover, signed a brief (in support of petitioners) verifying that the Federal Govern- ment cannot “monitor every [ERISA] plan in the country.” Brief for United States as Amicus Curiae 26. Even when the Government can sue (in a representational capacity, of course), it cannot seek all the relief that a participant or beneficiary could. Compare 29 U. S. C. §1132(a)(2) with §1132(a)(3). At bottom, the Court rejects ERISA’s private- enforcement scheme and suggests a preference that taxpay- ers fund the monitoring (and perhaps the bailing out) of pension plans. See ante , at 6–8, and n. 2.
Finally, in justifying today’s outcome, the Court discusses attorney’s fees. Twice the Court underlines that attorneys have a “$31 million” “stake” in this case . Ante , at 2, 3. But no one in this litigation has suggested attorney’s fees as a ——————
[12] E.g. , Fischel & Langbein, ERISA’s Fundamental Contradiction: The Exclusive Benefit Rule, 55 U. Chi. L. Rev. 1105, 1121 (1988). This con- flict exists because, contrary to the Court’s assertion, the employer and its shareholders are not “entitled to the plan surplus” until after the plan terminates and after all vested benefits have been paid from the trust fund’s assets. Compare ante , at 6, with 29 U. S. C. §1103(c)(1) (ERISA plan assets “shall never inure to the benefit of any employer” while the trust exists); see also App. 61; Record in No. 13–cv–2687 (D Minn.), Doc. 107–1, p. 75.
basis for standing. As the Court appears to admit, its focus on fees is about optics, not law. See ante , at 3 (acknowledg- ing that attorney’s fees do not advance the standing in- quiry).
The Court’s aside about attorneys is not only misplaced, it is also mistaken. Missing from the Court’s opinion is any recognition that Congress found private enforcement suits and fiduciary duties critical to policing retirement plans; that it was after this litigation was initiated that respond- ents restored $311 million to the plan in compliance with statutorily required funding levels; and that counsel justi- fied their fee request as a below-market percentage of the $311 million employer infusion that this lawsuit allegedly precipitated.
* * *
The Constitution, the common law, and the Court’s cases confirm what common sense tells us: People may protect their pensions. “Courts,” the majority surmises, “some- times make standing law more complicated than it needs to be.” Ante , at 8. Indeed. Only by overruling, ignoring, or misstating centuries of law could the Court hold that the Constitution requires beneficiaries to watch idly as their supposed fiduciaries misappropriate their pension funds. I respectfully dissent.