                            In the
 United States Court of Appeals
              For the Seventh Circuit
                         ____________

No. 06-3408
RLJCS ENTERPRISES, INC., et al.,
                                         Plaintiffs-Appellants,
                               v.

PROFESSIONAL BENEFIT TRUST MULTIPLE EMPLOYER
WELFARE BENEFIT PLAN AND TRUST, et al.,
                                         Defendants-Appellees.
                         ____________
       Appeal from the United States District Court for the
         Northern District of Illinois, Eastern Division.
            No. 03 C 6080—John F. Grady, Judge.
                         ____________
       ARGUED APRIL 9, 2007—DECIDED MAY 2, 2007
                     ____________


 Before EASTERBROOK, Chief Judge, and BAUER and
KANNE, Circuit Judges.
  EASTERBROOK, Chief Judge. Professional Benefit Trust
offers death, health, severance, and other fringe benefits
to small corporations, many of them operated by physi-
cians. To fund the death benefits, the Trust takes out
insurance on the lives of participant employees. If an
employee dies, the Trust pays out the sum agreed with the
sponsoring employer, which may be more or less than the
death benefit under the insurance policy. Purchasing
insurance through a pool that covers hundreds of employ-
ers and owns thousands of policies has several benefits.
2                                               No. 06-3408

One is that joining a multi-employer welfare-benefit plan
under ERISA enables employers to deduct contributions as
business expenses while employees can defer taxation on
the value of the fringe benefit. See 26 U.S.C. §419A(f )(6).
Another is that the employees are assured of coverage
even if a particular insurer should fail; all assets of the
Trust stand behind every promised benefit. But the Trust
cannot provide either the tax benefit or the risk-spreading
service if each participant is treated as the owner of “his
own” policy; the Trust must create a common fund that
can be used for the benefit of all. The trust agreement
sets up a Surplus Account for this purpose.
  Plaintiffs are former participants in the Trust. On
withdrawal, they were entitled to their pro rata share of
the Trust’s net asset value, excluding the Surplus Account.
Once a participant employee withdraws, the Trust no
longer has an insurable interest in his life, so it allows him
to purchase that policy for its cash surrender value.
Plaintiffs say that they are entitled to more—in particular,
to distributions of stock attributable to “their” policies
while they were owned by the Trust. In 1999 Canada Life
Assurance Company converted from mutual to stock
ownership. Sun Life Insurance Company of Canada did
the same in 2000. Policy holders are the nominal owners
of mutual insurance companies, and mutual insurers that
change to ownership by equity investors offer stock to
policyholders as part of the process; free or discounted
stock cashes out the value of the policyholders’ ownership
interest in the insurer’s buildings and other assets. The
Trust, as the policies’ owner, thus acquired stock in the
reorganized Canada Life and Sun Life. Some of the stock
has been retained; the rest has been sold in the market
and the money reinvested.
  What was the Trust to do with the proceeds of these
transactions? After some initial uncertainty, the Trust
decided to put them in its Surplus Account. It did this by
No. 06-3408                                                3

classifying the stock (and the net profit of any securities
acquired and later sold) as “experience gains” under the
trust agreement. It could have classified the stock as
“dividends” on the policies; that, too, would have landed
the stock in the Surplus Account. Assignment to the
Surplus Account means that the assets with the Trust
inure to the benefit of ongoing participants when
any participant withdraws. In this suit under ERISA,
plaintiffs contend that the stock (and any substitute
assets) should have been distributed to them when they
withdrew, on the theory that these elements of value are
attached to each policy, which (plaintiffs maintain) each
participant “really” owns individually, notwithstanding
the terms of the trust agreement. Plaintiffs also contend
that defendants have engaged in racketeering and are
liable for treble damages under RICO, 18 U.S.C. §§ 1961-68.
This attempt to smear the defendants as criminals draws
into question the sincerity and accuracy of plaintiffs’ other
contentions. ERISA and trust law can be complex, and
it does not help to accuse one’s trading partner of mail
fraud just because a disagreement requires judicial
resolution.
   One complication is that, during the years when Sun Life
and Canada Life converted to investor ownership, the
trust agreement did not define “experience gains.” (A later
amendment classifies the proceeds of demutualization as
“experience gains,” but the Trust does not contend that
it applies to the conversions of Canada Life and Sun Life,
if only because plaintiffs never assented to that amend-
ment.) Nor does the plan expressly grant the Trustee
discretion to resolve ambiguity. This means that the
federal court might be required to make an independent
decision. See Firestone Tire & Rubber Co. v. Bruch, 489
U.S. 101 (1989). But this turns out to be unnecessary; the
plaintiffs do not contest the Trust’s understanding of
“experience gains.” They maintain, as we have said, that
4                                               No. 06-3408

each participant employee owns one insurance policy
and therefore is entitled to receive that policy and all
distributions attributable to it.
  In making this argument plaintiffs rely on a Private
Letter Ruling issued by the Internal Revenue Service in
2001. This ruling (PLR 200127047) concluded that the
Trust (as it was organized in 1997) was an aggregation of
welfare-benefit plans rather than a single plan and
therefore did not entitle its participants to deductions
under §419A(f )(6). (The Trust has since changed the terms
of its governing documents in an attempt to protect the
participants’ tax benefits; the IRS has not yet said whether
it views the changes as adequate.) The district court,
however, concluded that the IRS’s view of the tax conse-
quences does not change the Trust’s terms—which unam-
biguously make the Trust the owner of each life-insurance
policy and entitle the Trust to control any value derived
from the policy. That led the district court to grant sum-
mary judgment for the defendants. 438 F. Supp. 2d 903
(N.D. Ill. 2006).
  The Trust does not buy and administer insurance
policies on behalf of beneficiaries; it does so for its own
security. The Trust contracts to pay a sponsoring employer
(or a participant employee) a particular benefit. In this
respect the Trust acts as an insurer. The Trust then
secures its obligation and spreads risk by contracting
with traditional insurance companies. The Third Plan
Document, the governing instrument for these plaintiffs,
makes this apparent:
    Each application for a policy, and the policies
    themselves, shall designate the Trustee as sole
    owner, with the right reserved to the Trustee to
    exercise any right or option contained in the
    policies, subject to the terms and provisions of this
    Agreement. The Trustee shall be the named bene-
    ficiary . . . . [§3.1]
No. 06-3408                                                 5

    Subject to the right of a Participant Employee to
    make a Beneficiary designation (and change such
    designation from time to time) the Trustee shall
    have full and complete control over any insurance
    policy . . . . [§5.2(a)]
    [T]he Trustee is authorized and empowered . . .
    [t]o apply for and to own any life insurance policy
    of the Insurer held as an asset of the Trust Fund,
    and to exercise any option, privilege or benefit in
    connection therewith, including, without limita-
    tion, the right to collect and receive the cash
    surrender value proceeds and all dividends or
    other distributions thereof . . . . [§14.4(m)]
    The Employer shall have no right, title or interest
    in and to the contributions made by it to the Trust;
    and, no part of the Trust property, or res, nor any
    income attributable thereto, ever shall revert to
    the Employer or be used for, or be diverted to,
    purposes other than for the exclusive benefit of the
    Participant Employees or for the payment of taxes
    and expenses of administration of the Trust. No
    Participant Employee shall have any right, title or
    interest in and to any contributions to the Trust
    by the Employer, any portion of the Trust res, nor
    any portion of any income attributable to the
    Trust, except as may otherwise be provided herein.
    [§8.3]
    [N]o Participant Employee shall have any right,
    title or interest in any specific assets of the Trust
    Fund . . . . [§10.3(i)]
This language (and there is more in the same vein) shows
that the Trust acts as insurer and buys policies to reinsure
the risk; only the Trust has any property interest in any
particular policy. It follows that distributions of cash or
stock attributable to any policy also belong to the Trust.
6                                               No. 06-3408

  What the employer and employee receive is the promised
death benefit and, if they withdraw while the employee
is still alive, a share of the Trust’s net assets (except the
Surplus Account)—but no entitlement to the fruits of any
particular policy. The distributions on Sun Life and
Canada Life policies no more belong to plaintiffs than they
do to any other participants in the Trust. To see this,
imagine that one of the plaintiff employers had con-
tracted with Prudential for life insurance, and that
Prudential had reinsured with Canada Life and received
stock when Canada Life demutualized. No one would
suppose that Prudential would have to hand over any of
that stock if an insured decides to surrender his policy
for its cash value before death occurs.
  Plaintiffs lose if the trust agreement’s language is
enforced; they scarcely bother to contest this. Instead they
contend that, because Tracy Sunderlage (the Trust’s top
manager) initially stated that the Trust would treat stock
received in demutualization as attached to the policies,
and available for distribution on withdrawal—and actually
did distribute stock to a few withdrawing employers—the
Trust is bound to honor that arrangement with them too.
  Quite apart from ERISA, this argument would be a flop.
One party’s unilateral decision to give its contracting
partner a benefit not required by the contract’s terms (for
example, a bank that excuses a customer’s late payment)
does not create any entitlement to future gifts. Conver-
sions from mutual to stock form were novel; it took a
while for the Trust to decide what to do, and it was not
bound to give everyone the benefit of its initial missteps.
Plaintiffs do not allege that they relied on Sunderlage’s
representations to their detriment; they were already
participants in the Trust when Sun Life and Canada Life
demutualized.
No. 06-3408                                               7

  Paying out more to plaintiffs would leave less for other
participants in the Trust. That’s why ERISA forbids special
deals between a multi-employer plan and any set of
employers or participants. See, e.g., Central States Pension
Fund v. Gerber Truck Service, Inc., 870 F.2d 1148 (7th Cir.
1989) (en banc). Plaintiffs cannot reach an understanding
with Sunderlage that jeopardizes the interests of strang-
ers. Even for single-firm pension or welfare plans, any
participant’s rights are set by the written document and
may not be varied orally. See, e.g., Frahm v. Equitable Life
Assurance Society, 137 F.3d 955 (7th Cir. 1998). This
protects other participants (and sponsoring employers)
from what may be mistaken or imprudent promises by the
employees hired to administer the plans. Every participant
gets his entitlement under the plan’s terms, no less and no
more; no participant is entitled to a windfall, no matter
how earnestly one was promised and no matter how many
mistaken payments the plan may have made before it
finally got things right. Whatever room there may be for
estoppel based on irreversible decisions taken as a result
of incorrect advice—a subject on which, as we remarked
in Helfrich v. Carle Clinic Association, P.C., 328 F.3d 915,
918 (7th Cir. 2003), this court has not come to rest—does
not assist plaintiffs, who do not contend that they took any
irreversible step in reliance on bad advice from
Sunderlage. Plaintiffs have their own lawyers and made
their own decisions.
  So far, we have not mentioned the lead argument in
plaintiffs’ brief: that the district court should not have
excluded reports from three witnesses offered as experts.
An accountant would have given his view of the
demutualization process, and two lawyers proposed to
opine on the meaning and effect of the IRS’s private letter
ruling. The district judge excluded these three reports
because he thought that plaintiffs had missed the deadline
for expert reports in discovery and, in any event, because
8                                               No. 06-3408

they conveyed legal rather than “expert” opinions. The
latter reason is sufficient, see Bammerlin v. Navistar
International Transportation Corp., 30 F.3d 898, 901 (7th
Cir. 1994), so we need not discuss the former.
  Argument about the meaning of trust indentures,
contracts, and mutual-to-stock conversions belongs in
briefs, not in “experts’ reports.” Legal arguments are
costly enough without being the subjects of “experts’ ”
depositions and extensive debates in discovery, in addition
to presentations made directly to the judge. If specialized
knowledge about tax or demutualization would assist the
judge, the holders of that knowledge can help counsel write
the briefs and present oral argument. In this court each
side is represented by two law firms, and a professor of law
also has signed plaintiffs’ brief. Enough!
  Not that the reports’ exclusion made any difference. All
of them started from the premise that the participants
“really” owned the insurance policies, and that’s the core
issue in the case. It had to be addressed, not assumed
away. In the accountant’s view, stock received in
demutualization should not be treated as an “experience
gain” because it is not a “gain” of any kind. A policy’s
premium goes in part to pay for insurance and in part to
pay for “ownership”; when the ownership rights are split
from the insurance in demutualization, the stock should
be retained by the policy’s owner so that an interest
already paid for through premiums is not lost. That may
be so as an economic matter—but it overlooks the fact that
the Trust, not the participant, paid the premiums of the
policy. Participating employers buy a promise of a death
benefit to be paid by the Trust; it is the Trust that chooses
where and how to reinsure, and that pays for the protec-
tion. So if the stock belongs to whoever paid the premium
and owns the policy, then it belongs to the Trust rather
than the employer or the participant employee.
No. 06-3408                                               9

  Finally, the litigants have debated at length the signifi-
cance of Chicago Truck Drivers Health & Welfare Fund v.
Teamsters Local 710, 2005 U.S. Dist. LEXIS 42877 (N.D. Ill.
Mar. 4, 2005), which discusses the handling of stock
received in demutualization. It is a pointless debate. The
Teamsters’ plans have terms different from those of the
Professional Benefit Trust. What’s more, decisions of
district judges have no authoritative effect. See, e.g., Old
Republic Ins. Co. v. Chuhak & Tecson, P.C., 84 F.3d 998,
1003 (7th Cir. 1996); Colby v. J.C. Penney Co., 811 F.2d
1119, 1124 (7th Cir. 1987). District judges’ opinions often
contain persuasive observations, but these can be incorpo-
rated into the parties’ briefs. It is never helpful to have
an lengthy exchange on what a particular district court’s
opinion “really means” and whether that case was cor-
rectly decided. The parties should learn what the opinion
has to teach and weave its wisdom into their own presen-
tations.
                                                 AFFIRMED

A true Copy:
      Teste:

                       ________________________________
                       Clerk of the United States Court of
                         Appeals for the Seventh Circuit




                   USCA-02-C-0072—5-2-07
