                                                                                           [PUBLISH]

                      IN THE UNITED STATES COURT OF APPEALS

                                   FOR THE ELEVENTH CIRCUIT
                                    ________________________            FILED
                                                               U.S. COURT OF APPEALS
                                            No. 11-10320         ELEVENTH CIRCUIT
                                        Non-Argument Calendar        JUNE 22, 2011
                                      ________________________        JOHN LEY
                                                                       CLERK
                                D.C. Docket No. 1:10-cv-01776-RLV

KURT R. WARD,
Attorney At Law, LLC,

lllllllllllllllllllllllllllllllllllllll                   Plaintiff - Consol. Counter Claimant -
llllllllllllllllllllllllllllllllllllllll                      Consol. Cross Claimant -lConsol.
                                                                    Cross Defendant - Appellant,

versus

THE RETIREMENT BOARD OF BERT BELL/PETE ROZELLE NFL PLAYER
RETIREMENT PLAN,

llllllllllllllllllllllllllllllllllllllll                                      Consol. Plaintiff -
llllllllllllllllllllllllllllllllllllllll                            Consol. Counter Defendant -
llllllllllllllllllllllllllllllllllllllll                                              Appellee,

THE BANK OF NEW YORK MELLON CORPORATION,

                                                 llllllllllllllllllllllllllllllllllllllllConsol. Plaintiff,

BERT BELL/PETE ROZELLE NFL PLAYER RETIREMENT PLAN,

                                           lllllllllllllllllllllllllllllllllllllllllDefendant - Appellee,

ODESSA TURNER,
MARVIN WOODSON,

llllllllllllllllllllllllllllllllllllllllll                                                    Defendants -
                                           llllllllllllllllllllllllllllllllllllllllllConsol. Defendants -
llllllllllllllllllllllllllllllllllllllllll                                  Consol. Cross Defendants -
lllllllll                                                                              lllllllllllAppellees.
                                      ________________________

                           Appeal from the United States District Court
                              for the Northern District of Georgia
                                 ________________________

                                             (June 22, 2011)

Before TJOFLAT, CARNES, and FAY, Circuit Judges.

PER CURIAM:

         Kurt R. Ward, Attorney at Law, LLC, appeals the district court’s order

denying its motion for judgment on the pleadings and granting the Plan Parties’

(the Bert Bell/Pete Rozelle NFL Player Retirement Plan, the Retirement Board of

the Plan, and the Bank of New York Mellon Corporation) cross-motion for

judgment on the pleadings. Both parties’ motions sought a declaration about

whether the Plan Parties had to pay the disability benefits of two of the Ward

Firm’s retired NFL player clients into the firm’s client trust account pursuant to

state court judgments for unpaid attorney’s fees despite a provision in the Plan

prohibiting any “benefit under the Plan” from being assigned or reached by

creditors through legal process.

                                                     2
                                          I.

      Odessa Turner and Marvin Woodson, both retired NFL players, retained the

Ward Firm to represent them during the administrative review of their claims for

disability benefits under the Plan, which was a pension and welfare benefits plan

governed by ERISA. Turner and Woodson both entered into contingency fee

contracts with the Ward Firm, promising to pay a percentage of any proceeds

procured from the Plan. With the Ward Firm’s assistance, Woodson successfully

obtained disability benefits from the Plan in 2008 and Turner did so in 2009.

Sometime later both Turner and Woodson stopped paying the Ward Firm the

attorney’s fees they had promised to pay under the contingency fee contracts.

      After Turner and Woodson stopped paying it, the Ward Firm brought suit

against the two retired players in October 2009 for breach of contract in Georgia

state court, which resulted in default judgments for the Ward Firm after the retired

players failed to appear. The default judgments awarded specific performance of

the fee contracts to the Ward Firm, accomplishing that by directing the Plan

Parties, who were not parties to the state court lawsuits, to pay all disability

benefits for Turner and Woodson into the Ward Firm’s client trust account for

proper distribution under the terms of the contingency fee contracts.




                                           3
      In February 2010 the Ward Firm forwarded the judgments to the Plan

Parties, including the Retirement Board. The Retirement Board, acting on behalf

of the Plan Parties, reviewed the judgments and refused to pay the disability

payments into the Ward Firm’s trust account. The Retirement Board objected to

the payment of the benefits because it determined that payment was prohibited by

the Plan, specifically the Plan’s spendthrift provision. Section 11.2 of the Plan

provided:

      “Spendthrift” Provision. No benefit under the Plan will be subject in
      any manner to anticipation, pledge, encumbrance, alienation, levy or
      assignment, nor to seizure, attachment or other legal process for the
      debts of any Player or beneficiary, except pursuant to (a) a qualified
      domestic relations order under [§] 414(p) of the [Tax] Code, (b) a
      domestic relations order entered before January 1, 1985 that the
      Retirement Board treats as a qualified domestic relations order, or (c) an
      exception required under [§] 401(a)(13) of the [Tax] Code.

The Plan also gave the Retirement Board, as the “named fiduciary” of the Plan as

defined by ERISA, “full and absolute discretion, authority and power to interpret,

control, implement, and manage the Plan,” including the power to “[d]efine the

terms of the Plan [and] construe the Plan.”

      After payment was refused, both the Ward Firm and the Plan Parties filed

actions in federal district court seeking declaratory relief about whether the Plan

Parties had to pay the two retired players’ disability benefits into the Ward Firm’s



                                          4
trust account. The district court consolidated the two cases, and each party filed a

motion for judgment on the pleadings under Federal Rule of Civil Procedure

12(c). The district court denied the Ward Firm’s motion, granted the Plan Parties’

motion, and entered judgment for the Plan Parties. This is the Ward Firm’s timely

appeal from that judgment.

      The Ward Firm contends that the district court erred by finding that the

spendthrift provision was unambiguous. Alternatively, the Ward Firm contends

that even if the provision was unambiguous the district court erred by finding this

case was controlled by our holding in Physicians Multispecialty Group v.

Healthcare Plan of Horton Homes, Inc., 371 F.3d 1291, 1296 (11th Cir. 2004),

which held that anti-assignment provisions in ERISA welfare benefits plans are

valid and enforceable. We deal with each contention in turn.

                                          II.

      We review de novo a district court’s decision on a motion for judgment on

the pleadings under Rule 12(c). Hart v. Hodges, 587 F.3d 1288, 1290 n.1 (11th

Cir. 2009). Because the Retirement Board had discretion to construe the Plan, we

will uphold its interpretation of the Plan unless we find it arbitrary and capricious.

See Doyle v. Liberty Life Assur. Co. of Bos., 542 F.3d 1352, 1360 (11th Cir.

2008) (holding that if an ERISA plan administrator has discretion under the plan’s

                                          5
terms to make decisions, plaintiff has the burden to prove that the decision was

arbitrary and capricious).

                                                A.

       The Ward Firm contends that the district court incorrectly found that the

spendthrift provision in the Plan was unambiguous. It notes that the Plan covers

two main types of benefits—pension benefits and disability or welfare benefits.1

Given the two types of benefits, the Ward Firm asserts that because the three

exceptions to the spendthrift provision pertain only to ERISA statutory exceptions

related to pension benefits, “benefits” as used in that provision means only

pension benefits. The Ward Firm argues that the distinction between the two types

of benefits at least makes the language of the spendthrift provision ambiguous.

       The Ward Firm’s strained attempt to create ambiguity where none exists is

unavailing. We agree with the district court that the language of the spendthrift

provision is clear and unambiguous. The provision is found in an article of the

Plan containing miscellaneous terms applicable to the entire Plan, including all

types of benefits under the Plan. The provision states without qualification or


       1
          ERISA defines disability benefits as a type of welfare benefit that may be included in an
ERISA welfare benefit plan. See 29 U.S.C. § 1002(1) (“The terms ‘employee welfare benefit
plan’ and ‘welfare plan’ mean any plan . . . [that] was established or is maintained for the
purpose of providing for its participants or their beneficiaries . . . benefits in the event of . . .
disability . . . .”).

                                                  6
limitation that “[n]o benefit under the Plan will be subject in any manner to

anticipation, pledge, encumbrance, alienation, levy or assignment, nor to seizure,

attachment or other legal process for the debts of any Player or beneficiary.” That

clearly prohibits the disability benefits in this case from being subject to the

specific performance (“other legal process”) awarded to the Ward Firm in the state

court judgments. The Retirement Board’s reading of the Plan’s unambiguous

terms and its refusal to deposit the disability benefits into the Ward Firm’s trust

account were not arbitrary and capricious.

                                          B.

      The Ward Firm also contends that even if the spendthrift provision is

unambiguous, the common law of trusts excepts debts incurred by trust

beneficiaries for the provision of necessary services from a spendthrift provision’s

protections. And because ERISA is silent about the assignability of disability

benefits, the Ward Firm argues that we should incorporate this exception from the

common law of trusts into ERISA. Two obstacles stand in the way of the Ward

Firm’s contention.

      First, while ERISA may be silent about the assignability of disability

benefits, ERISA it is not silent about the importance of the written plan instrument

and its terms. See 29 U.S.C. § 1102(a)(1) (“Every employee benefit plan shall be

                                           7
established and maintained pursuant to a written instrument.”); Hunt v. Hawthorne

Assocs., Inc., 119 F.3d 888, 891 (11th Cir. 1997) (“The cornerstone of an ERISA

plan is the written instrument . . . .”). The plan instrument establishes “the

allocation of responsibilities for the operation and administration of the plan,” 29

U.S.C. § 1102(b)(2), and the plan fiduciaries must discharge their duties “in

accordance with the documents and instruments governing the plan insofar as such

documents and instruments are consistent with [ERISA],” id. § 1104(a)(1)(D).

The document governing the Plan expressly provides that no benefits will be

“subject in any manner to . . . assignment, nor to . . . other legal process for the

debts” of any retired players. That unambiguous command is not inconsistent with

any statutory requirement of ERISA and thus must be followed by the Plan’s

fiduciaries.

      Second, we have concluded that “an unambiguous anti-assignment

provision in an ERISA-governed welfare benefit plan is valid and enforceable.”

Physicians Multispecialty Grp. v. Healthcare Plan of Horton Homes, Inc., 371

F.3d 1291, 1296 (11th Cir. 2004). We explained that “[b]ecause ERISA-governed

plans are contracts, the parties are free to bargain for certain provisions in the

plan—like assignability.” Id.




                                           8
      The spendthrift provision preventing assignment in the Plan is no different.

If the retired players wanted to be able to assign their benefits under the Plan to

law firms (or allow the benefits to be reached by law firm creditors through legal

process) in order to attract contingency fee legal services, they could have

collectively bargained for that with the Plan Parties. Instead, they agreed to a

bargain that included a spendthrift provision, which limited their ability to assign

their benefits but also protected their benefits from creditors trying to reach them

through legal process.

      Our prior panel precedent holds that bargained-for provisions barring

assignment in ERISA welfare benefits plans are valid and enforceable. Physicians

Multispecialty Grp., 371 F.3d at 1296. And “under the prior precedent rule, we

are bound to follow a prior binding precedent unless and until it is overruled by

this court en banc or by the Supreme Court.” Robinson v. Tyson Foods, Inc., 595

F.3d 1269, 1274 (11th Cir. 2010) (quotation marks and alteration omitted). The

Ward Firm has not directed our attention to any such intervening en banc or

Supreme Court decision. Accordingly, the district court did not err in declaring

that the spendthrift provision in the Plan prevents the Plan Parties from depositing

the disability benefits owed to Turner and Woodson into the Ward Firm’s trust

account.

                                          9
AFFIRMED.




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