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

No. 05-4484
JAMES L. NORTHCUTT and LEWIS SMITH,
on behalf of themselves and all others
similarly situated,
                                       Plaintiffs-Appellants,
                            v.


GENERAL MOTORS HOURLY-RATE
EMPLOYEES PENSION PLAN,
GENERAL MOTORS CORPORATION,
and GENERAL MOTORS LIFE AND
DISABILITY BENEFIT PROGRAM,
                                               Defendants-Appellees.
                           ____________
             Appeal from the United States District Court
      for the Southern District of Indiana, Indianapolis Division.
               No. 04 C 337—Sarah Evans Barker, Judge.
                           ____________
   ARGUED SEPTEMBER 7, 2006—DECIDED NOVEMBER 2, 2006
                           ____________


  Before RIPPLE, KANNE and WOOD, Circuit Judges.
  RIPPLE, Circuit Judge. James Northcutt and Lewis Smith
brought this action seeking pension plan benefits with-
held from them by their employer, General Motors Corpora-
tion (“GM”). GM had suspended the payment of these
2                                                 No. 05-4484

benefits and was treating the amount otherwise due to the
plaintiffs each month as reimbursement for past disability
and pension plan overpayments. Mr. Northcutt and
Mr. Smith claim that § 502 of the Employee Retirement
Income Security Act (“ERISA”), 29 U.S.C. § 1132, prohibits
GM from invoking contractual remedies for reimburse-
ment and instead requires GM to seek equitable relief before
a court. The district court granted summary judgment for
GM; it determined that § 502 did not preclude the enforce-
ment of the recoupment provisions. We agree with the
district court and therefore affirm its judgment.


                     BACKGROUND
                              1.
   In our de novo review of the district court’s grant of
summary judgment to GM, we must construe all facts in the
light most favorable to the non-moving party. Keri v. Bd. of
Trustees of Purdue Univ., 458 F.3d 620, 628 (7th Cir. 2006). On
the issues before us, there is no dispute as to the essential
facts.
  Mr. Northcutt and Mr. Smith were hourly employees of
GM and, during their employment, were members of the
International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America (“UAW”). The
terms and conditions of their employment, including
pension and disability benefits, were governed under
the collective bargaining agreements between GM and
the UAW. Under the terms of these agreements, both
pension and disability benefit payments otherwise due
to plan participants were to be reduced by an amount
equivalent to the federal social security benefits to which the
employee was entitled. The agreements further provided
No. 05-4484                                                3

that, if the employee received full employer-sponsored
benefits, unreduced by any social security income, and if the
employee later received a retroactive award of social
security benefits, that award would be considered as having
been received throughout the time period for which social
security eligibility was established. The plan thus would be
considered to have overpaid for that period.
  In the event that a retroactive award of social security
resulted in such an overpayment of plan benefits, the
agreements further mandated that the employee reimburse
the plan. The Supplemental Agreement covering the
disability program specifically provided:
    Section 10. Recovery of Benefit Overpayments
      If it is determined that any benefit(s) paid to an
    employe[e] under a General Motors benefit plan . . .
    should not have been paid or should have been paid
    in a lesser amount, written notice thereof shall be
    given to such employe[e] and the employe[e] shall
    repay the amount of the overpayment.
      If the employe[e] fails to repay such amount of
    overpayment promptly, the Corporation, on behalf of
    the applicable benefit plan, shall arrange to recover
    the amount of such overpayment from any monies
    then payable, or which may become payable, to the
    employe[e] in the form of wages or benefits payable
    under a General Motors benefit plan (excluding the
    General Motors Hourly-Rate Employees Pension
    Plan) incorporated under the GM-UAW National
    Agreement or any Exhibits thereto.
R.33, Ex.C at 14.
  The agreement covering the pension plan contained
similar language requiring lump-sum repayment of over-
4                                              No. 05-4484

paid benefits and authorized a deduction from future
monthly benefits “until the total amount suspended
equals the overpayment.” R.33, Ex.H at 31.


                             2.
  On January 1, 1997, Mr. Northcutt retired from GM.
Shortly before his retirement, he applied for monthly
retirement benefits and an early retirement supplement
through the employer-sponsored plan. In connection
with his application, Mr. Northcutt signed an additional
agreement regarding his benefits, which provided, in
pertinent part:
      If I become eligible for a Social Security Disability
    Insurance Benefit or an unreduced Social Security
    benefit prior to attaining age 62, I immediately
    will furnish to the GM Pension Plan Administration
    Center evidence of the effective date of my entitle-
    ment to such benefit.
      ....
      Any overpayment of my GM pension benefits result-
    ing from my receipt of such Social Security benefit must
    be refunded by me in a lump sum. Otherwise, my GM
    pension benefits will be suspended in accordance with
    Pension Plan provisions until the total amount sus-
    pended equals the total amount of the overpayment.
R.33, Ex.K.
  In 1998, Mr. Northcutt was determined eligible for
Social Security Disability Insurance Benefits (“SSDIB”). In
2002, he received a retroactive lump-sum social security
award amounting to $32,175. GM contacted him in July
2003 and requested reimbursement; Mr. Northcutt did
No. 05-4484                                                5

not repay GM, claiming that his SSDIB award had been
dissipated in its entirety by the time GM made its demand.
GM then began to recoup the overpayment by suspend-
ing prospectively Mr. Northcutt’s benefits.


                             3.
  Mr. Smith took a disability leave of absence beginning
in 1990. He began receiving full benefits under GM’s
disability plan, and later, under the pension plan. On April
3, 1991, Mr. Smith signed an additional Reimburse-
ment Agreement with GM, acknowledging the provisions of
the GM plan relating to other sources of disability income.
Specifically, the Agreement acknowledged that: (1) benefits
due under the plan would be reduced by other disability
benefits; (2) retroactive awards of disability benefits would
be treated as having been received throughout the period
for which they were provided; (3) Mr. Smith was obligated
to request SSDIB and to request reconsideration of any
denial of such benefits; (4) any retroactive award of SSDIB
would result in an overpayment of benefits under the GM
plan, for which reimbursement would be due within thirty
days; and (5) if reimbursement were not made, Mr. Smith
authorized GM to make appropriate deductions from any
future compensation or insurance benefits thereafter
payable to him to accomplish repayment.
  Mr. Smith was thereafter approved for SSDIB and re-
ceived a lump-sum SSDIB award covering the period of
February 1, 1990 through December 31, 1995. GM re-
quested repayment of plan benefits overpaid by virtue of
the retroactive award; Mr. Smith did not repay GM, and
claimed, as Mr. Northcutt had, that the retroactive
award had been dissipated by the time that GM made its
6                                                       No. 05-4484

demand. GM also began to recoup the overpayment by
suspending prospectively Mr. Smith’s benefits.


                                  4.
  On February 18, 2004, Mr. Northcutt and Mr. Smith
brought this action under § 502(a)(1)(B) of ERISA in the
United States District Court for the Southern District of
Indiana. They sued the defendants GM, the GM Disability
Plan and the GM Hourly-Rate Employees Pension Plan,
on behalf of themselves and all similarly situated GM
plan beneficiaries. Mr. Northcutt and Mr. Smith alleged that
GM’s contractually based reimbursement provi-
sions contravened the statutory structure and policies of
ERISA, and sought recovery of benefits due to them under
the plan.1
  The plaintiffs and GM filed cross-motions for sum-
mary judgment. In ruling on the motions, the district court
found no material facts in dispute and consequently
addressed the interpretation of ERISA. The plaintiffs
contended that § 502 of ERISA, 29 U.S.C. § 1132, establishes
a single, comprehensive remedial scheme by which the
plans may recover earlier payments to beneficiaries. They
further submitted that, under the Supreme Court’s deci-
sion in Great-West Life & Annuity Insurance v. Knudson,
534 U.S. 204 (2002), § 502 provides the only mechanism
through which ERISA-covered entities may obtain reim-


1
   Class certification proceedings were stayed pending poten-
tial resolution of the issues on summary judgment. The parties do
not contest the decision of the district court not to certify the class
at this point in the litigation and we therefore have no occasion
to examine that issue.
No. 05-4484                                                  7

bursement from plan participants for violations of plan
provisions. More specifically, in the plaintiffs’ view, because
§ 502 speaks exclusively to civil actions, plan fiduciaries are
limited to seeking reimbursement through a civil action
authorized by that statute’s terms. Additionally, they
maintained that Great-West limited remedies for fiduciaries,
who are covered by the limitations of § 502(a)(3), to those
traditionally available at equity. Accordingly, the plaintiffs
contended that GM’s contractual reimbursement mecha-
nism, providing for recoupment of unreimbursed
overpayments by withholding of future benefit payments,
evades the remedial restrictions of § 502(a)(3); it is the
equivalent to obtaining the “legal relief” not permitted
under Great-West. In short, under the plaintiffs’ view, GM’s
action in reducing their benefits is a remedy not specifically
authorized by the statute, and therefore must give way to
the exclusive relief provisions contained in § 502.
  The district court did not accept the plaintiffs’ view of
§ 502, as interpreted by Great-West. The court held that § 502
does not foreclose enforcement of the recoupment provi-
sions of the plan. Accordingly, it granted summary judg-
ment to GM.
  In reaching its decision, the court examined at length
the decision of the Supreme Court in Great-West and
concluded that it does not apply in a situation when a
fiduciary recoups overpayments under a contractual
provision without seeking judicial enforcement through a
civil action. Nothing in Great-West suggests, held the district
court, that a fiduciary may not alter contractually perfor-
mance requirements in order to obtain reimbursement.
Accordingly, the district court entered summary judgment
for GM.
8                                                     No. 05-4484

                         DISCUSSION
  We review the district court’s ruling on summary judg-
ment de novo. Massey v. Johnson, 457 F.3d 711, 716 (7th Cir.
2006) (citing Eastman Kodak Co. v. Image Technical Servs. Inc.,
504 U.S. 451, 456 (1992)). Summary judgment is appropriate
when the record reveals “no genuine issue as to any mate-
rial fact and that the moving party is entitled to judgment as
a matter of law.” Fed. R. Civ. P. 56(c); Celotex Corp. v. Catrett,
477 U.S. 317, 322 (1986).


                                1.
  Before us, the plaintiffs renew the contention that they
presented to the district court.2 Their claim is essentially a


2
  Although Mr. Northcutt and Mr. Smith advance a novel theory
in support of their argument, challenges to the enforceability of
similar reimbursement provisions are not new. Before other
courts, these challenges generally have focused on whether such
reimbursement structures might violate particular provisions of
ERISA. In these other suits, the plaintiffs have contended that
contractually based recoupment amounts to a breach of fiduciary
duty by the plan or to a violation of ERISA’s anti-assignment
provisions. The district courts appear to have rejected each theory
and approved, either explicitly or implicitly, of contractually
based recoupment. See, e.g., Bush v. Metropolitan Life Ins. Co., 656
F.2d 231, 232 (6th Cir. 1981) (affirming the opinion of the district
court, which noted that although the contract as written provided
a windfall to a beneficiary receiving delayed SSDIB, the plan
“could have protected itself by explicitly adding a recoupment
provision [that deducted reimbursed costs over several months]
to the contract to cover such circumstances”); Calloway v. Pac. Gas
& Elec. Co., 800 F. Supp. 1444 (E.D. Tex. 1992) (determining that
                                                      (continued...)
No. 05-4484                                                      9

matter of statutory construction; accordingly, we must begin
our inquiry with the language of the statute. Estate of Cowart
v. Nicklos Drilling Co., 505 U.S. 469, 475 (1992) (“In a statu-
tory construction case, the beginning point must be the
language of the statute, and when a statute speaks with
clarity to an issue judicial inquiry into the statute’s meaning,
in all but the most extraordinary circumstances, is fin-
ished.”).
    Section 502 of ERISA provides, in pertinent part:
     (a) Persons empowered to bring a civil action
         A civil action may be brought—
         (1) by a participant or beneficiary—
                  (A) for the relief provided for in subsection (c)
                of this section [relating to a plan administrator’s
                duty to disclose information], or
                  (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
  (...continued)
the correct legal interpretation of a particular plan contract
permitted such recoupment and therefore plaintiff beneficiaries
were entitled to no relief under § 502); Stuart v. Metropolitan
Life Ins. Co., 664 F. Supp. 619 (D. Me. 1987) (aff’d, 849 F.2d 1534
(1st Cir. 1988) (per curiam)) (determining that similar recoupment
arrangement is neither a breach of fiduciary duties nor a breach
of the anti-assignment provisions of ERISA, and that it applies to
retroactive payments of SSDIB benefits even though its language
does not include the term “retroactive”).
10                                                  No. 05-4484

        (3) by a participant, beneficiary, or fiduciary
              (A) to enjoin any act or practice which vio-
            lates any provision of this subchapter 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). In construing this section, we must
remember, of course, that ERISA is a “comprehensive
and reticulated statute, the product of a decade of con-
gressional study of the Nation’s private employee benefit
system.” Mertens v. Hewitt Assoc., 508 U.S. 248, 251 (1993)
(internal quotation marks and citation omitted).
  Section 502(a) speaks only to the availability of “a civil
action.” Its structure is uncomplicated: Each subsection
identifies explicitly the ERISA entities that may enforce
rights under the statute in a civil action, what sort of
rights are enforceable by each party and what relief may
be sought. These provisions reveal a congressional intent to
circumscribe carefully the remedies available to each entity,
including plan fiduciaries. Notably, plan fiduciaries are
limited to obtaining equitable relief; plan participants and
beneficiaries may, by contrast, seek a broader panoply of
remedies. Notably, the statutory language, although precise
in defining judicial remedies, simply does not address the
possibility of a recoupment device to recapture over-
payments by the plan.
No. 05-4484                                                   11

                               2.
   The decisions of the Supreme Court interpreting ERISA
lend no support to the view that Congress’ fine-tuning
of the judicial remedies available to various ERISA en-
tities was intended to preclude extra-judicial contractual
remedies such as the one at issue here.
  The decisions of the Court repeatedly have noted the
exclusivity of the judicial remedies that the ERISA enforce-
ment scheme provides and have cautioned that we ought to
be “reluctant to tamper with an enforcement scheme crafted
with such evident care.” Massachusetts Mut. Life Ins. Co. v.
Russell, 473 U.S. 134, 147 (1985); see also Mertens, 508 U.S. at
254. Taking into account the “integrated scheme of proce-
dures for enforcement,” Russell, 473 U.S. at 147, and ac-
knowledging ERISA’s preemption provisions,3 the Court
has repeatedly declined to view the statute as permitting
judicial remedies not specifically authorized by the lan-
guage of the statute. Great-West Life & Annuity Ins., 534 U.S.
at 209-10, 221 (refusing to allow a plaintiff plan to character-
ize its request to impose personal liability for a contractual
obligation to pay money as “equitable relief” permitted by
the statute); Mertens, 504 U.S. at 255-58 (denying beneficia-
ries’ request that a plan be made whole by a non-fiduciary
as essentially seeking compensatory damages not permitted
by the statute); Russell, 473 U.S. at 147-48 (holding that the
statute did not provide, and refusing to imply, a cause of
action for a beneficiary’s claim for extra-contractual dam-
ages caused by improper processing of benefits).


3
  See ERISA § 514, 29 U.S.C. § 1144; Ingersoll-Rand v. McClendon,
498 U.S. 133, 140 (1990) (holding Texas cause of action that
made “specific reference to, and indeed [was] premised on,
the existence of a pension plan,” preempted by § 514).
12                                                       No. 05-4484

  The plaintiffs submit that an unstated premise of Con-
gress’ carefully crafted judicial remedial scheme is the
principle that no ERISA-covered entity can seek to enforce
plan provisions by any means other than the judicial tools
specifically authorized by the statute. More specifically,
the plaintiffs ask us to rule that plan provisions authoriz-
ing recoupment of unreimbursed overpayments by a
plan fiduciary are contrary to the statutory structure and the
underlying policies of ERISA. Consequently, they contend,
because GM could not maintain an action under § 502 to
recoup the excess payments made before the social security
payments were made on a retroactive basis, its action in
recovering those payments by suspending prospectively
payments constitutes a wrongful denial of benefits to Mr.
Northcutt and Mr. Smith.
  Mr. Northcutt and Mr. Smith believe that Great-West holds
that any “procedure or relief claiming its authority from
outside of the civil enforcement scheme [of § 502] is contrary
to the policies and statutory scheme of ERISA.” Reply Br. at
8. We cannot accept this view. It reads Great-West, and
indeed the whole of the Supreme Court’s ERISA enforce-
ment precedent, far too expansively. These cases have had
a much more specific focus. Notably, in each of the ERISA
cases in which the Supreme Court has read § 502 as barring
a particular remedy, an ERISA-covered entity has sought
judicial relief beyond that specifically authorized by the
statute; the Court has been asked repeatedly to address the
viability of some form of judicial action for relief outside the
statutory terms.4 These decisions simply do not address


4
  See, e.g., Massachusetts Life Ins. Co. v. Russell, 473 U.S. 134 (1984)
(determining § 409(a) did not authorize a civil action by a
                                                          (continued...)
No. 05-4484                                                       13

contractual reimbursement schemes such as the one at issue
here. Indeed, the Court has held a reimbursement remedy
unavailable in the ERISA context only when it was predi-
cated on a state law civil action preempted under § 514,5 or


4
   (...continued)
beneficiary to recover extra-contractual damages, in light of the
exclusivity of the statutory enforcement scheme in § 502); Mertens
v. Hewitt Assoc., 508 U.S. 248 (1993) (assuming, arguendo, that the
statute provided a cause of action by a beneficiary against a
nonfiduciary, the make-whole relief sought was not “equitable
relief” consistent with the limitations of § 502).
5
    Section 514 of ERISA provides, in pertinent part:
      (a) Supersedure; effective date
        Except as provided in subsection (b) of this section, the
      provisions of this subchapter and subchapter III of this
      chapter shall supersede any and all State laws insofar as they
      may now or hereafter relate to any employee benefit plan
      described in section 1003(a) of this title and not exempt
      under section 1003(b) of this title. This section shall take
      effect on January 1, 1975.
      ....
      (c) Definitions
        For purposes of this section:
        (1) The term “State law” includes all laws, decisions, rules,
      regulations, or other State action having the effect of law, of
      any State. A law of the United States applicable only to the
      District of Columbia shall be treated as a State law rather
      than a law of the United States.
        (2) The term “State” includes a State, any political subdivi-
      sions thereof, or any agency or instrumentality of either,
      which purports to regulate, directly or indirectly, the terms
      and conditions of employee benefit plans covered by this
      subchapter.
                                                      (continued...)
14                                                      No. 05-4484

was necessarily excluded by the express limitations of § 502
concerning the type of relief available to the various ERISA
covered entities.6
  We cannot accept the argument that the contractual
reimbursement arrangement at issue here is simply an
elliptical arrangement to evade the strictures of § 502 and
afford “legal relief” to GM that is not permitted by the
statute. Nothing in Great-West or in the Supreme Court’s
more recent clarification of judicial remedies in Sereboff v.
Mid Atlantic Medical Services, Inc., 126 S. Ct. 1869 (2006),
compels or even supports the conclusion that the con-
tractual provision before us constitutes judicial relief.7 Here,
the plaintiffs and GM have ongoing performance obliga-
tions under the contract. GM simply conformed its future
performance with the language of the contracts permit-
ting suspension of benefits. GM has taken benefits otherwise
due to the plaintiffs, and applied them to the substantial
debt that the plaintiffs owe the plan. This “relief” hardly
constitutes, in the absence of any invocation of any judicial
civil remedy, “legal relief” as that term is employed in § 502.


5
  (...continued)
29 U.S.C. § 1144. See also Ingersoll-Rand, 498 U.S. at 140 (finding a
Texas civil cause of action, predicated on the existence of an
ERISA plan, preempted by § 514).
6
    See supra note 4.
7
   The briefs in this case were filed before the Supreme Court’s
decision in Sereboff v. Mid Atlantic Medical Services, Inc., 126 S. Ct.
1869 (2006). We do not have, therefore, the benefit of the views of
the parties on this significant clarification of the Court’s views on
§ 502(a)(3). We leave for another day, therefore, the question of
whether that case, far from forbidding the recoupment scheme at
issue here, actually might support, at least indirectly, such a
contractual self-help mechanism.
No. 05-4484                                                 15

  The plaintiffs’ reading of § 502 overlooks, moreover,
another great concern of the ERISA statute: to ensure the
integrity of written plans, and to enforce them as written.
Admin. Comm. of the Wal-Mart Stores, Inc. v. Varco, 338 F.3d
680, 691-92 (7th Cir. 2003). Similarly, the plaintiffs’ argu-
ment overlooks the important role that reimbursement of
overpaid plan benefits plays in the continuing viability of
plans for all other beneficiaries, an equally important ERISA
goal. See Ramsey v. Hercules, 77 F.3d 199, 204 (7th Cir. 1996)
(noting that “the primary goal of ERISA [is] to protect the
interests of plan members and their beneficiaries”).


                         Conclusion
  Mr. Northcutt and Mr. Smith present novel, but ultimately
unpersuasive, structural and policy arguments. Section 502
speaks only to the availability of a civil judicial action. The
present situation simply involves no civil action. GM
modified performance of its current payment obligations in
accordance with a contractual provision entitling it to do so;
this modification does not violate any aspect of ERISA that
the plaintiffs have identified, nor does it violate a clearly
articulated policy of ERISA. Indeed, it fosters the integrity
of a written plan and ensures the availability of funds for
other participants. Accordingly, the judgment of the district
court is affirmed.
                                                    AFFIRMED
16                                           No. 05-4484

A true Copy:
       Teste:

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




                USCA-02-C-0072—11-2-06
