PUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

COYNE & DELANY COMPANY,
Plaintiff-Appellee,

v.

BLUE CROSS & BLUE SHIELD OF
VIRGINIA, INCORPORATED,
                                                                  No. 95-3180
Defendant-Appellant,

and

STANDARD SECURITY LIFE INSURANCE
COMPANY OF NEW YORK,
Defendant.

Appeal from the United States District Court
for the Western District of Virginia, at Charlottesville.
B. Waugh Crigler, Magistrate Judge.
(CA-94-18-C)

Argued: October 30, 1996

Decided: December 16, 1996

Before WILKINSON, Chief Judge, and WILKINS and LUTTIG,
Circuit Judges.

_________________________________________________________________

Reversed by published opinion. Chief Judge Wilkinson wrote the
opinion, in which Judge Wilkins and Judge Luttig joined.

_________________________________________________________________

COUNSEL

ARGUED: R. Gordon Smith, MCGUIRE, WOODS, BATTLE &
BOOTHE, L.L.P., Richmond, Virginia, for Appellant. James Nichol
Deinlein, DEINLEIN & VADEN, Charlottesville, Virginia, for
Appellee. ON BRIEF: David F. Dabbs, MCGUIRE, WOODS, BAT-
TLE & BOOTHE, L.L.P., Richmond, Virginia; Jeanette D. Rogers,
BLUE CROSS AND BLUE SHIELD OF VIRGINIA, Richmond,
Virginia, for Appellant. Peter B. Vaden, DEINLEIN & VADEN,
Charlottesville, Virginia, for Appellee.

_________________________________________________________________

OPINION

WILKINSON, Chief Judge:

Coyne & Delany Company brought suit against Blue Cross and
Blue Shield of Virginia under the Employee Retirement Income
Security Act of 1974 (ERISA), 29 U.S.C. § 1001 et seq., alleging that
Blue Cross breached its fiduciary duty by refusing to pay for the med-
ical expenses incurred by Herman Tyree, a Coyne employee. The
magistrate judge granted Coyne summary judgment, instructing Blue
Cross to pay all claims for medical services provided to Tyree.

We reverse. ERISA does not afford fiduciaries a cause of action for
benefits. ERISA is a "comprehensive and reticulated statute" which
does not provide remedies other than those expressly set forth by
Congress. Massachusetts Mutual Life Insurance Co. v. Russell, 473
U.S. 134, 146-47 (1985). We therefore decline Coyne & Delany's
invitation to read into the more general language of ERISA section
502(a)(3) an action for fiduciaries which Congress saw fit to deny
them under the specific terms of section 502(a)(1)(B).

I.

Coyne maintained until 1991 a group health insurance plan under
contract with Blue Cross. Seeking to reduce its premiums, Coyne can-
celled the Blue Cross policy and replaced it with a self-insured plan.
Coyne obtained a reinsurance policy for the new plan under which
Standard Security Life Insurance Company would pay any benefit
obligations incurred by Coyne in excess of $10,000.

The new plan became effective April 1, 1991. Prior to that date,
Tyree had been hospitalized for a heart condition. He was on sick

                    2
leave on April 1 and did not return to work before being readmitted
to the hospital on April 20 for the same condition. Tyree's son was
assured by Coyne that his father would be covered under the self-
insured plan.

Coyne paid $160,000 to Tyree's health care providers for his medi-
cal expenses and sought reimbursement from Standard under the rein-
surance policy. At this point Coyne learned that Tyree was not in fact
covered under either the reinsurance contract or the self-funded plan.
Both contain an "active service" requirement which Tyree failed to
meet because he was not at work on the effective date of either docu-
ment and never returned to work prior to his death.

Consequently, Coyne sought to recover its money from Blue Cross
based on a provision of the Blue Cross plan which states:

          If the Member received Major Medical Services for a condi-
          tion before his coverage ends, the Benefits of this Contract
          for Major Medical Services that Member receives for that
          condition after his coverage ends will be provided:

          ***

          d. until the Member becomes covered under any other
          group coverage.

Blue Cross declined payment on the ground that Tyree was "covered"
by other insurance within the meaning of the Blue Cross policy.

Coyne then brought this action claiming that Blue Cross violated
its fiduciary duties by unreasonably denying Tyree benefits. Appellee
sought $160,000 in damages, contending that its mistaken payments
were the result of this breach of fiduciary duty. Coyne also requested
specific performance of the Blue Cross policy regarding Tyree's med-
ical bills for the period after April 1, 1991.

The magistrate judge denied Coyne any monetary recovery, but
held that Tyree was covered under the Blue Cross policy and directed
Blue Cross to process and pay "all claims for medical services ren-

                    3
dered to Herman Tyree between March 31, 1991 and the date of his
death." The court also awarded Coyne attorneys' fees. Blue Cross
appeals arguing that ERISA section 502(a) does not permit a fiduciary
to recover benefits for a participant, that the one-year statute of limita-
tions in the Blue Cross policy barred Coyne's suit, that Tyree was not
covered under the Blue Cross plan after March 31, and that the award
of attorneys' fees was improper. Finding the absence of standing on
the part of Coyne to be dispositive, we do not consider Blue Cross'
additional arguments.

II.

Section 502(a) provides the exclusive statement of civil actions
available under ERISA to the Secretary of Labor, participants, benefi-
ciaries, and fiduciaries. See Pilot Life Insurance Co. v. Dedeaux, 481
U.S. 41, 52 (1987). Federal jurisdiction is limited"to the suits by the
entities specified in the statute." Provident Life & Accident Insurance
Co. v. Waller, 906 F.2d 985, 987 (4th Cir. 1990). Congress did not,
however, simply make the actions enumerated in section 502(a) gen-
erally available to all these parties. Instead,"[s]ection 502(a) specifies
which persons . . . may bring actions for particular kinds of relief."
Franchise Tax Board of California v. Construction Laborers Vaca-
tion Trust, 463 U.S. 1, 25 (1983). In relevant portion, section 502(a)
states:

          A civil action may be brought --

          (1) by a participant or beneficiary --

          ***

           (B) to recover benefits due to him under the
          terms of his plan, to enforce his rights under the
          terms of the plan, or to clarify his rights to
          future benefits under the terms of the plan;

          (2) by the Secretary, or by a participant, bene-
          ficiary or fiduciary for appropriate relief under sec-
          tion 1109 of this title [Liability for breach of
          fiduciary duty];

                     4
          (3) by a participant, beneficiary, or fiduciary
          (A) to enjoin any act or practice which violates
          any provision of this subchapter [Protection of
          Employee Benefit Rights, 29 U.S.C. §§ 1001-
          1169] or the terms of the plan, or (B) to obtain
          other appropriate equitable relief (i) to redress
          such violations or (ii) to enforce any provisions of
          this subchapter or the terms of the plan.

29 U.S.C. § 1132(a).

A.

Although Coyne directs our attention to sections 502(a)(2) and
(a)(3), the analysis of who may recover benefits under ERISA must
begin with section 502(a)(1)(B), the section which specifically pro-
vides a cause of action for benefits. Coyne's description of its claim
as one for breach of Blue Cross' fiduciary duty does not alter the fact
that it is seeking medical benefits which it claims are owed to Tyree.
To permit the suit to proceed as a breach of fiduciary duty action
would encourage parties to avoid the implications of section
502(a)(1)(B) by artful pleading; indeed every wrongful denial of ben-
efits could be characterized as a breach of fiduciary duty under
Coyne's theory.

As Coyne appears to concede, fiduciaries have no cause of action
under section 502(a)(1)(B). See Provident Life , 906 F.2d at 987-88.
By its terms, this provision permits only "a participant or beneficiary"
to sue for benefits. The omission of fiduciaries is striking. If Congress
had wanted to enable fiduciaries to recover benefits on behalf of par-
ticipants and beneficiaries, it could have done so easily by including
them in section 502(a)(1)(B) as it did in other provisions of section
502(a). Despite this clear expression of congressional intent, Coyne
nonetheless contends that a fiduciary may bring a suit for benefits
under sections 502(a)(2) and (a)(3).

B.

Section 502(a)(2), however, also offers Coyne no assistance. The
Supreme Court in Russell clearly held that any recovery under section

                     5
502(a)(2) must be for the plan as a whole rather than for individual
beneficiaries. 473 U.S. 134. The Court rejected Russell's attempt to
recover damages based on allegations that Massachusetts Mutual
deliberately delayed processing her benefits claim. Examining the
nature of the fiduciary duties and liability imposed by ERISA, the
Court concluded that only relief "for the plan itself" was available
under section 502(a)(2). See id. at 144.

Here the order granted individual benefits to a single participant,
perhaps the quintessential example of relief that is not available under
section 502(a)(2). Such an award is impermissible as it in no sense
"inures to the benefit of the plan as a whole." Id. at 140.

C.

Examination of section 502(a)(3) reinforces the conviction that
Congress did not intend to authorize fiduciaries to sue for benefits. To
begin with, its very language suggests that Congress did not contem-
plate that section 502(a)(3) would be used by plaintiffs seeking indi-
vidual relief. Section 502(a)(3) speaks broadly of"any act or practice"
which violates "any provision of this subchapter" or "the terms of the
plan." 29 U.S.C. § 1132(a)(3). Section 502(a)(1)(B), by contrast, is
explicitly directed at wrongs suffered by individual beneficiaries,
referring to "benefits due to him" and "his rights under the terms of
the plan." 29 U.S.C. § 1132(a)(1)(B). This contrasting language indi-
cates that section 502(a)(3) was primarily intended to address viola-
tions affecting a plan more generally, see Romney v. Lin, 94 F.3d 74,
81 (2d Cir. 1996) (ERISA section 502(a)(3) permits recovery of
delinquent plan contributions from an employer), while section
502(a)(1)(B) was to be the avenue for redressing a wrongful denial of
benefits. As the Fifth Circuit put it, "Section 502(a)(3) provides for
relief apart from an award of benefits due under the terms of a plan.
When a beneficiary simply wants what was supposed to have been
distributed under the plan, the appropriate remedy is § 502(a)(1)(B)."
Corcoran v. United Healthcare, Inc., 965 F.2d 1321, 1335 (5th Cir.
1992).

Coyne, however, contends that its claim clearly fits within the
terms of section 502(a)(3). It notes that the parties agree that both
Coyne and Blue Cross are fiduciaries with respect to the Blue Cross

                    6
plan.1 Coyne alleges that by unreasonably denying Tyree coverage,
Blue Cross violated the provision of ERISA which requires fidu-
ciaries to act "solely in the interest of the participants and beneficia-
ries." 29 U.S.C. § 1104. Finally, Coyne maintains that the relief
granted -- specific enforcement of the Blue Cross policy -- was
equitable in nature and designed to ensure compliance with the terms
of the plan.

The defect in this reading of section 502(a)(3) is that it would ren-
der meaningless the omission of fiduciaries in section 502(a)(1)(B).
"Absent clear congressional intent to the contrary, we will assume the
legislature did not intend to pass vain or meaningless legislation."
Gulf Life Insurance Co. v. Arnold, 809 F.2d 1520, 1524 (11th Cir.
1987). To accept Coyne's position, we would have to assume that the
failure to mention fiduciaries was not deliberate but only an oversight.
The Supreme Court, however, has warned us against presuming that
omissions in section 502(a) are inadvertent: "The six carefully inte-
grated civil enforcement provisions found in § 502(a) of the statute
. . . provide strong evidence that Congress did not intend to authorize
other remedies that it simply forgot to incorporate expressly." Russell,
473 U.S. at 146.

This warning is particularly relevant here, where Congress has
addressed both the specific remedy at issue and the precise question
of who is entitled to pursue that remedy. In fact, the inclusion of fidu-
ciary actions in both section 502(a)(2) and section 502(a)(3) rein-
forces the view that their omission from section 502(a)(1) was
deliberate and that Congress simply did not intend to provide fidu-
ciaries with a cause of action for benefits.

Coyne's argument also fails to address adequately the fact that
section 502(a)(3) does not provide "equitable relief" but only "appro-
priate equitable relief." 29 U.S.C. § 1132(a)(3) (emphasis added).
_________________________________________________________________
1 Although the two actions arise from the same events, this case should
be distinguished from Coyne & Delany Co. v. Selman, Nos. 94-1676, 95-
1380, and 95-2241, 1996 WL 614629 (4th Cir. Oct. 25, 1996). In
Selman, we addressed whether Coyne was a fiduciary with regard to
Coyne's self-funded plan. Here, Blue Cross concedes that Coyne was a
fiduciary with respect to the Blue Cross plan.

                     7
Benefits cannot be "appropriate" relief for fiduciaries under section
502(a)(3) when Congress denied them that very remedy under the
specific terms of section 502(a)(1)(B). If Russell's admonition means
anything, it means that we are not to give with the judicial hand what
Congress has failed to provide in legislation.

The Supreme Court's recent discussion of section 502(a)(3) in
Varity Corp. v. Howe, 116 S. Ct. 1065 (1996), underscores our under-
standing of the section. It is true that the Varity Court characterized
section 502(a)(3) as a "catchall" provision and found that its terms
"are broad enough to cover individual relief for breach of a fiduciary
obligation." Id. at 1076, 1078. Even in finding that section 502(a)(3)
was a catchall provision, however, the Court stated that it provides
"equitable relief for injuries caused by violations that § 502 does not
elsewhere adequately remedy." Id. at 1078 (emphasis added). As the
Court explained:

          We should expect that courts, in fashioning "appropriate"
          equitable relief, will keep in mind the "special nature and
          purpose of employee benefit plans," and will respect the
          "policy choices reflected in the inclusion of certain remedies
          and the exclusion of others." Pilot Life Ins. Co., 481 U.S.,
          at 54, 107 S.Ct., at 1556. See also Russell, 473 U.S., at 147,
          105 S.Ct., at 3092-3093; Mertens, 508 U.S., at 263-264, 113
          S.Ct., at 2072. Thus, we should expect that where Congress
          elsewhere provided adequate relief for a beneficiary's
          injury, there will likely be no need for further equitable
          relief, in which case such relief normally would not be "ap-
          propriate."

Varity, 116 S. Ct. at 1079. Section 502 provides a remedy for the
wrongful denial of benefits; it is simply one that only a participant or
beneficiary such as Tyree can claim. The absence of reported cases
involving benefits claims brought by fiduciaries is testimony to the
adequacy of the 502(a)(1) remedy and to the inappropriateness of the
action asserted here.

In awarding benefits in Varity, the Supreme Court did nothing to
authorize wholesale fiduciary suits for benefits. The Varity Court
noted that ERISA is intended to protect participants and beneficiaries

                     8
and to ensure that fiduciaries discharge their duties "solely in the
interest of the participants and beneficiaries." Id. at 1078. In Varity,
the plaintiffs were not fiduciaries, but former plan participants who
could not sue under section 502(a)(1)(B) and could recover, if at all,
only under section 502(a)(3). The Varity Court was sharply divided
over whether section 502(a)(3) provided individual relief at all. See
id. at 1082-84 (Thomas, J. dissenting). It is unlikely, to say the least,
that the Court would adopt the far more expansive interpretation of
this section pressed by Coyne.

Proscribing fiduciary suits for benefits also respects the ERISA
requirement that claimants use internal procedures provided by their
benefit plans before bringing an ERISA action. This exhaustion
requirement is grounded in section 503, which requires ERISA bene-
fit plans to provide notice and an explanation of any claim denial and
to afford claimants reasonable opportunity to receive a "full and fair
review" of the decision denying their claim. 29 U.S.C. § 1133. These
mandatory administrative claims procedures manifest a congressional
intent to "minimize the number of frivolous ERISA lawsuits; promote
the consistent treatment of benefit claims; provide a nonadversarial
dispute resolution process; and decrease the cost and time of claims
settlement." Makar v. Health Care Corp. of Mid-Atlantic, 872 F.2d
80, 83 (4th Cir. 1989). Virtually all of the federal circuits have recog-
nized the exhaustion requirement.2 Fiduciary suits for benefits, how-
ever, would bypass it. Fiduciaries cannot exhaust plan claim
procedures because they cannot file a claim -- generally, only partici-
pants and their health care providers have access to the necessary
medical information.
_________________________________________________________________
2 Makar, 872 F.2d 80; Communications Workers of America v. AT&T,
40 F.3d 426, 431-32 (D.C. Cir. 1994); Drinkwater v. Metropolitan Life
Insurance Co., 846 F.2d 821 (1st Cir. 1988); Leonelli v. Pennwalt Corp.,
887 F.2d 1195 (2d Cir. 1989); Weldon v. Kraft, Inc., 896 F.2d 793, 800
(3d Cir. 1990); Medina v. Anthem Life Insurance Co., 983 F.2d 29, 33
(5th Cir. 1993); Baxter v. C.A. Muer Corp., 941 F.2d 451 (6th Cir. 1991);
Smith v. Blue Cross & Blue Shield United of Wisconsin, 959 F.2d 655,
658-59 (7th Cir. 1992); Horan v. Kaiser Steel Retirement Plan, 947 F.2d
1412, 1416 (9th Cir. 1991); Springer v. Wal-Mart Associates' Group
Health Plan, 908 F.2d 897, 899 (11th Cir. 1990).

                     9
A final difficulty with Coyne's reading of section 502(a)(3) is the
inconsistent treatment of fiduciaries that it entails. Coyne is able to
assert that it seeks equitable relief only because the Blue Cross plan
was a service plan, a plan under which Blue Cross paid health care
providers directly for services rendered to a participant or beneficiary.
A suit for benefits under such a plan is a request for equitable relief
-- specific performance. Under an indemnity plan, however, a partici-
pant or beneficiary pays the provider directly for services and receives
reimbursement from the plan. Even under Coyne's interpretation, the
fiduciary of an indemnity plan cannot sue for benefits because such
a suit would be one for money damages -- legal relief that is not
available under section 502(a)(3). Mertens v. Hewitt Associates, 508
U.S. 248 (1993) (finding that "other appropriate equitable relief" does
not include monetary relief). If we accept Coyne's reading of section
502(a)(3), then a fiduciary's ability to recover benefits would depend
on the fortuity of the type of plan at issue.

We find no indication in section 502(a) that Congress meant to
vary the remedies available to a fiduciary depending on the nature of
the plan in question. On its face, section 502(a) does not draw distinc-
tions among fiduciaries but simply uses the unadorned term "fidu-
ciary." The definition of "fiduciary" does qualify fiduciary status --
a party generally is a fiduciary only to the extent that it provides
investment advice or exercises discretionary authority in managing or
administering the plan -- but this qualification does not relate to a
plan's method of paying claims. 29 U.S.C. § 1002(21)(A).

III.

The text, structure, and purpose of ERISA all lead to one conclu-
sion -- that Coyne lacked standing to bring a suit to recover benefits
for Tyree. Any change in the statute will have to come from Con-
gress, not the courts. We therefore reverse the judgment of the district
court and remand with instructions to dismiss this action.

REVERSED

                     10
