                                     NOT PRECEDENTIAL
        UNITED STATES COURT OF APPEALS
             FOR THE THIRD CIRCUIT
                  _____________

                      No. 13-4084
                     _____________

      NATIONAL HEALTH PLAN CORPORATION

                            v.

 TEAMSTERS LOCAL 469 AS SUCCESSOR IN INTEREST
   TO THE TEAMSTERS LOCAL 418 WELFARE FUND

                            v.

   ALFRED PASCARELLA, JR.; JAMES LAMARCA;
      MICHAEL PAGLIUCA; ALBERT TUTELA;
  MICHAEL BERZANSKY; JOHN DOE; RICHARD ROE

        Teamsters Local 469 as Successor in Interest
         to the Teamsters Local 418 Welfare Fund,
                                              Appellant
                    _______________

      On Appeal from the United States District Court
                for the District of New Jersey
                  (D.C. No. 2-09-cv-01596)
       District Judge: Honorable Susan D. Wigenton
                      _______________

        Submitted Under Third Circuit LAR 34.1(a)
                   September 12, 2014

Before: FISHER, JORDAN, and HARDIMAN, Circuit Judges.

                (Filed: September 16, 2014)
                     _______________

                       OPINION
                    _______________
JORDAN, Circuit Judge.

       Teamsters Local 469 Welfare Fund (the “469 Fund”) appeals the dismissal of its

third-party complaint by the United States District Court for the District of New Jersey.

We will affirm.

I.     Background

       The 469 Fund is the successor-in-interest to the Teamsters Local 418 Welfare

Fund (the “418 Fund”). The 418 Fund functioned as an employee-welfare fund

established and maintained under the Employee Retirement Income Security Act

(ERISA), 29 U.S.C. §§ 1001 to 1461, to manage health benefits and services for

participating Teamsters Local 418 union members and their dependents. A board of

trustees administered the 418 Fund according to its Declaration of Trust.

       For several years, the 418 Fund contracted with the National Health Plan

Corporation (“NHP”), a third-party administrator that oversees health and welfare funds

and provides prescription-benefit programs. In June 2008, NHP sued the 418 Fund for

breach of contract in the Superior Court of New Jersey, alleging the 418 Fund had not

paid all amounts due under its agreements. The 418 Fund counterclaimed, alleging NHP

had committed fraud on the 418 Fund and had breached its fiduciary duty by charging

unreasonably high fees and was unjustly enriched thereby. The 418 Fund subsequently

merged into the 469 Fund, and the latter replaced the former in the lawsuit. The 469

Fund eventually filed a third-party complaint against the individual 418 Fund trustees,

namely Alfred Pascarella, Jr., James Lamarca, Michael Pagliuca, Albert Tutela, and


                                             2
Michael Berzansky (collectively, the “Trustees”). The third-party complaint included six

breach-of-fiduciary-duty counts: Counts I, IV, V, and VI asserted claims under ERISA;

Count II alleged that the Trustees’ breach caused the 469 Fund to suffer economic loss;

and Count III asserted a common-law breach of fiduciary duty. The Trustees removed

the suit to the District Court on April 6, 2009.

       On May 12, 2012, NHP filed a motion under Rule 56 of the Federal Rules of Civil

Procedure for summary judgment on the 469 Fund’s counterclaim. The Trustees,

meanwhile, filed a motion to dismiss the third-party claims for lack of subject-matter

jurisdiction under Rule 12(b)(1) of the Federal Rules of Civil Procedure and,

alternatively, for summary judgment. On November 28, 2012, the District Court granted

NHP’s motion for summary judgment and resolved the Trustees’ motion in their favor on

Rule 12(b)(1) grounds, for lack of standing. Although NHP’s breach-of-contract claims

remained, the parties settled, and the Court dismissed the case, thus rendering the Court’s

order final for purposes of appeal. The 469 Fund then timely appealed the dismissal of

its third-party claims against the Trustees.

II.    Discussion1

       The 469 Fund raises a single issue: whether it has standing to bring ERISA and

common-law claims for breach of fiduciary duty. Specifically, it contends that it has

statutory standing under ERISA pursuant to 29 U.S.C. § 1132(a)(1) (enabling “a



       1
        The District Court had jurisdiction under 28 U.S.C. § 1331. We have jurisdiction
pursuant to 28 U.S.C. § 1291. We review de novo a district court’s dismissal for lack of
standing. Graden v. Conexant Sys., Inc., 496 F.3d 291, 294 n.2 (3d Cir. 2007).

                                               3
participant or beneficiary … to enforce his rights under the terms of the plan”),

§ 1132(a)(2) (enabling suit “by the Secretary[ of Labor], or by a [plan’s] participant,

beneficiary or fiduciary for appropriate relief” for breach of fiduciary duty), and

§ 1132(a)(3) (allowing “a participant, beneficiary, or fiduciary … to enjoin any act or

practice which violates … the terms of the plan”), as well as § 1132(d) (providing that

“[a]n employee benefit plan may sue or be sued under [ERISA] as an entity”).2

       We have previously held that plaintiffs bringing claims under ERISA must fall

within the class that Congress has authorized to sue under that Act, in addition to meeting

constitutional standing requirements. Leuthner v. Blue Cross & Blue Shield of Ne. Pa.,

454 F.3d 120, 125 (3d Cir. 2006). “Statutory” standing has been considered simply a

question of statutory interpretation: “the question it asks is whether Congress has

accorded this injured plaintiff the right to sue the defendant to redress his injury.”

Graden v. Conexant Sys., Inc., 496 F.3d 291, 295 (3d Cir. 2007). But in Lexmark Int’l,

Inc. v. Static Control Components, Inc., the Supreme Court clarified that the term

“statutory standing” is “misleading.” 134 S. Ct. 1377, 1386-88 & n.4 (2014). Rather

       2
         Alternatively, the 469 Fund claims that the District Court could have exercised
federal question jurisdiction over this suit, regardless of whether ERISA provides a
private right of action in these circumstances. The question of whether the district court
had subject-matter jurisdiction is, however, distinct from the question of whether the 469
Fund had “standing to invoke the authority of a federal court.” See DaimlerChrysler
Corp. v. Cuno, 547 U.S. 332, 342 (2006) (concluding plaintiffs did not have standing to
bring a challenge under the Commerce Clause). To the extent the 469 Fund asks us to
fashion an additional breach-of-fiduciary-duty cause of action under federal common
law, we decline to do so, as we have already held that ERISA requires no additional,
redundant, and judicially-created causes of action regarding fiduciary duties. Glaziers &
Glassworkers Union Local No. 252 Annuity Fund v. Newbridge Sec., Inc., 93 F.3d 1171,
1184 (3d Cir. 1996).

                                              4
than viewing it as a question of standing, we are instead to ask whether a plaintiff “falls

within the class of plaintiffs whom Congress has authorized to sue.” Id. at 1387. In other

words, Lexmark adopted a straightforward cause-of-action analysis, which “requires us to

determine, using traditional tools of statutory interpretation, whether a legislatively

conferred cause of action encompasses a particular plaintiff’s claim.” Id. Here, ERISA

does not encompass the claims of the 469 Fund.

       Under a cause-of-action analysis, the 469 Fund must plead that it is a participant

or beneficiary to proceed under § 1132(a)(1). See Ne. Dep’t ILGWU Health & Welfare

Fund v. Teamsters Local Union No. 229 Welfare Fund (ILGWU), 764 F.2d 147, 153 (3d

Cir. 1985) (foreclosing a fund’s standing to sue on behalf of its members). The 469 Fund

does not argue that it characterized itself as a plan participant or beneficiary in its third-

party complaint, but it says that our earlier precedent in ILGWU is distinguishable

because that case’s holding was limited to suits between pension funds. That holding,

however, was not so limited. See id. (generally interpreting § 1132 to “be read narrowly

and literally”). Thus, the 469 Fund cannot bring claims under § 1132(a)(1).

       Regarding § 1132(a)(2) and (3), the 469 Fund must plead that it is a participant,

beneficiary, or fiduciary. See Franchise Tax Bd. of Cal. v. Constr. Laborers Vacation

Trust for S. Cal., 463 U.S. 1, 27 (1983) (“ERISA carefully enumerates the parties entitled

to seek relief under [§ 1132]; it does not provide anyone other than participants,

beneficiaries, or fiduciaries with an express cause of action … .”). The 469 Fund argues

that it is a fiduciary and is thus entitled to bring claims under those provisions. It is

mistaken. Nowhere in the third-party complaint or elsewhere in the record did the 469

                                               5
Fund refer to itself as a fiduciary or assert that it “exercises any discretionary authority or

discretionary control respecting management of such plan or exercises any authority or

control respecting management or disposition of its assets,” or “has any discretionary

authority or discretionary responsibility in the administration of such plan.” 29 U.S.C.

§ 1002(21)(A) (defining “fiduciary”). It therefore cannot proceed under § 1132(a)(2) or

(3).3

            Finally, regarding § 1132(d), we agree with the United States Court of Appeals

for the Second Circuit that “[s]ubsection (d)(1) only establishes the right of employee

benefit plans created by ERISA to sue and be sued like corporations and other legal

entities”; it does not provide an independent right of action under ERISA. Pressroom

Unions–Printers League Income Sec. Fund v. Cont’l Assurance Co., 700 F.2d 889, 893

(2d Cir. 1983). The structure of the provision suggests that § 1132(d) should not be read

to create a cause of action. The statute already enumerates in § 1132(a) which persons

may bring an ERISA action, and the 469 Fund’s proposed reading of § 1132(d) would

render the restrictive subcategories of § 1132(a) superfluous. Accordingly, the 469 Fund

cannot bring a breach-of-fiduciary-duty claim under § 1132(d) alone.

III.    Conclusion

        We will therefore affirm the District Court’s dismissal of the 469 Fund’s third-

party complaint.




        3
        Because the 469 Fund did not properly plead its status as a fiduciary, we do not
reach the issue of whether a fund may be a fiduciary for itself.
                                               6
