BIRCH, Circuit Judge:
Appellants Mark Popowski, as fiduciary of the United Distributors, Inc. Employee Health Benefit Plan ("United Distributors Plan"), and the Commerce Group, as its third-party administrator, and BlueCross BlueShield of South Carolina ("BCBS"), as fiduciary of the Mohawk Carpet Corporation Health and Welfare Benefits Plan ("Mohawk Plan"), sued appellees, Deborah Parrott, and Josue and Vicente Carillo, under section 502(a)(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1132(a)(3), seeking reimbursement for medical expenses paid by each plan on behalf of the respective appellees. They now appeal the grant by the district court in each case of a motion to dismiss for lack of subject matter jurisdiction, as well as the denial of other requested relief, based on a determination that none of the claims involved "appropriate equitable relief" as is required to state a claim under that section of ERISA. Id. Based on the Supreme Court's clarification in Sereboff v. Mid-Atlantic Medical Services, Inc., ___ U.S. ___, 126 S.Ct. 1869, 164 L.Ed.2d 612 (2006), of the scope of "appropriate equitable relief" provided by § 1132(a)(3), we find that the district court erred in dismissing the claims of Popowski and the Commerce Group, but not in dismissing the claims of BCBS. Accordingly, we REVERSE and REMAND for proceedings consistent with this opinion as to
A. Popowski v. Parrott
Parrott, an employee of United Distributors, Inc., was injured in an accident in May 2003. The United Distributors Plan paid $152,889.65 in medical expenses on her behalf in connection with the accident. PR1-3 at 1. Prior to the United Distributors Plan making any payment, however, Parrott signed a reimbursement agreement stating that she understood that the plan
PR1-1, Exh. B at 1.
Id., Exhs. A, G at 63. The Plan further explains that "[t]hese rights provide the Plan with a priority over any funds paid by a third party to a Covered Person relative to the Injury or Sickness, including a priority over any claim for non-medical or dental charges, attorney's fees, or other costs and expenses." Id.
In October 2003, Parrott obtained a settlement through her attorney for a total of $525,000. PR1-6, Exh. at 3. Of the portion paid under her uninsured motorist policy, $175,000 went to her attorney, $125,000 was placed in a structured annuity to her benefit, and the remainder, $225,000, was paid directly to Parrott and deposited into a joint checking account that she held with her husband. Id. Of the $25,000 paid by the tortfeasor's insurer, some went to cover medical expenses, some to cover attorney's fees and costs, and the remaining $2,374.64 went into the Parrotts' account. Id.
After discovering that Parrott had received this settlement, Popowski and the Commerce Group attempted to collect under the policy's reimbursement provision and reinforcing reimbursement agreement. When they were unable to do so, they filed this suit along with a motion for a temporary restraining order and preliminary injunction to protect the settlement proceeds. Popowski and the Commerce Group also filed a motion to have Parrott's husband joined as a party defendant because of his interest in the bank account in which the recovery funds had been deposited. In response, Parrott filed motions to dismiss, first alleging failure to state a claim, then alleging lack of subject matter jurisdiction. Faced with a split among the circuits regarding the scope of equitable relief under ERISA, the district court, following the lead of the Sixth and Ninth Circuits in interpreting Great-West Life & Annuity Insurance Co. v. Knudson, 534 U.S. 204,
B. BCBS v. Carillo
In June 2002, Josue Carillo and Vicente Carillo were involved in an accident. The Mohawk Plan paid medical benefits of $122,393.64 on behalf of Josue and of $3,971.09 on behalf of Vicente. BR1-1 at 2. The Mohawk Plan contains a subrogation and reimbursement provision, which provides in relevant part:
BCBS Letter Br., Exh. B; BR1-1 at 3.
BCBS has alleged that the Carillos received a settlement of $200,000 in connection with the June 2002 accident and that they have refused to reimburse the Mohawk Plan for the medical expenses it paid on their behalf. BR1-1 at 4. In February 2005, BCBS brought suit pursuant to § 1132(a)(3), seeking enforcement of the subrogation and reimbursement provision through "equitable relief, including but not limited to, restitution, imposition of a constructive trust, and equitable lien." BR1-1 at 5. BCBS also sought a temporary restraining order and a preliminary injunction preventing the Carillos from dissipating the settlement funds. The court granted a temporary restraining order but deferred ruling on the preliminary injunction pending further briefing by the parties. Prior to any ruling, the Carillos filed a motion to dismiss asserting that the district court lacked jurisdiction because BCBS's allegations "fail[ed] to state a claim for equitable relief under 29 U.S.C.A. § 1132(a)(3)." BR1-24 at 8.
Also adopting the reasoning of the Sixth and Ninth Circuits, the court concluded that BCBS's claim "regardless of whether it is styled as a claim for a constructive trust, for equitable restitution, or for an equitable lien, simply seeks to enforce a provision of a plan document that would require Defendants to pay money." Id. at 17-18. It further concluded that "[s]uch a claim is not equitable in nature, and is not `appropriate equitable relief' for purposes of § 1132(a)(3)." Id. at 18. Alternatively, the court stated that, even under the alternative interpretation of Knudson adopted by a majority of circuits at the time,
On appeal, Popowski, the Commerce Group, and BCBS now argue that the district courts, in relying upon the reasoning of the Sixth Circuit in Qualchoice v. Rowland, 367 F.3d 638 (6th Cir.2004) and the Ninth Circuit in Westaff (USA) Inc. v. Arce, 298 F.3d 1164 (9th Cir.2002), improperly interpreted Knudson.
A. Subject Matter Jurisdiction
We review both a district court's determination of its subject matter jurisdiction and its grant of a motion to dismiss de novo. Sweat Pea Marine, Ltd. v. APJ Marine, Inc., 411 F.3d 1242, 1247 (11th Cir.2005) (jurisdiction); Doe v. Moore, 410 F.3d 1337, 1342 (11th Cir.), cert. denied, ___ U.S. ___, 126 S.Ct. 624, 163 L.Ed.2d 506 (2005) (motion to dismiss). A plan fiduciary may bring a civil action under ERISA "(A) to enjoin any act or practice which violates 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)(3). The Supreme Court has construed § 1132(a)(3) "to authorize only `those categories of relief that were typically available in equity.'" Sereboff, 126 S.Ct. at 1873 (citing Mertens v. Hewitt Assocs., 508 U.S. 248, 256-57, 113 S.Ct. 2063, 2069, 124 L.Ed.2d 161 (1993)). Whether a remedy is "legal or equitable depends on the basis for [the plaintiff's] claim and the nature of the underlying remedies sought." Knudson, 534 U.S. at 213, 122 S.Ct. at 714 (quotation and citation omitted). "[N]ot all relief falling under the rubric of restitution is available in equity." Id. at 212, 122 S.Ct. at 714. For instance, a claim that, in essence, seeks "nothing other than compensatory damages" — for example, one that seeks simply "to impose personal liability ... for a contractual obligation to pay money" is not equitable for the purposes of § 1132(a)(3). Sereboff, 126 S.Ct. at 1873, 1874 (first citation omitted) (quoting Knudson, 534 U.S. at 210, 122 S.Ct. at 712-13). Rejecting the approach taken by the Sixth and Ninth Circuits, the Supreme Court further clarified that, as long as a plaintiff is able to establish that "the basis for its claim is equitable," bringing the claim as an action for breach of contract will not disqualify it under § 1132(a)(3). Id. at 1874.
The Court drew a parallel to the early twentieth-century case of Barnes v. Alexander, 232 U.S. 117, 34 S.Ct. 276, 58 L.Ed. 530 (1914), in which one attorney had promised two others who had assisted him with a case "one-third of the contingent
Id. (citations, quotations, and previous alterations omitted). The Court then found that the reimbursement provision in the Sereboffs' plan created a similar lien by agreement in that it "specifically identified a particular fund, distinct from [the plan beneficiaries'] general assets ... and a particular share of that fund to which [the plan] was entitled."
1. United Distributors Plan
The subrogation and reimbursement provision in the United Distributors Plan creates a lien "on any amount recovered by the Covered Person whether or not designated as payment for medical expenses." PR1-1, Exh. G at 63. It further clarifies that "[t]he Covered Person ... must repay to the Plan the benefits paid on his or her behalf out of the recovery made from the third party or insurer." Id. (emphasis added). Thus, language essentially identical to the Supreme Court's characterization of the plan language in Sereboff, specifies both the fund (recovery from the third party or insurer) out of which reimbursement is due to the plan and the portion due the plan (benefits paid by the plan on behalf of the defendant). Unlike in Knudson, a significant portion of the funds specified went directly into the Parrotts' bank account and, thereby, was in their possession for purposes of this case. Thus, at the time they filed their suit, Popowski and the Commerce Group sought "not to impose personal liability on [Parrott], but to restore to the plaintiff[s] particular funds or property in [Parrott's] possession." See Knudson, 534 U.S. at 214, 122 S.Ct. at 714-15. Accordingly, we conclude that Popowski and the Commerce Group have stated a claim for "appropriate equitable relief" under § 1132(a)(3) and that the district court erred in dismissing the suit for lack of subject matter jurisdiction.
2. Mohawk Plan
The subrogation and reimbursement provision in the Mohawk Plan, unlike
B. Other Requested Relief
1. Popowski and Commerce Group's Motions for TRO, Preliminary Injunction, and the Addition of Parrott as a Party Defendant
The district court's denial of Popowski and the Commerce Group's motions for a TRO and preliminary injunction and for the addition of Parrott's husband as a party defendant was based upon the court's perception that it lacked subject matter jurisdiction over the claims in this case. Because we have determined that the court does have subject matter jurisdiction, the underlying rationale for the denial no longer exists, and it cannot stand. We will not review the merits when the district court has not yet had the opportunity to do so. See, e.g., Callahan v. Campbell, 396 F.3d 1287, 1289 (11th Cir.2005) (per curiam). Accordingly, we vacate the denial of these motions and leave the district court to consider the merits of each on remand.
2. BCBS's Motions for Preliminary Injunction and Summary Judgment
Because BCBS failed to state a claim for appropriate equitable relief under § 1132(a)(3), it cannot, as a matter of law, be entitled to judgment in its favor. Therefore, the district court correctly denied BCBS's motions for preliminary injunction and summary judgment.
Popowski and the Commerce Group appeal the dismissal by the district court of their claim under § 1132(a)(3) seeking reimbursement
BCBS appeals the dismissal by the district court of its claim under § 1132(a)(3) seeking reimbursement for medical expenses paid on behalf of the Carillos by the Mohawk Plan. Because the Mohawk Plan makes the beneficiaries' recovery from a third party only a trigger for reimbursement and sets no limit upon the reimbursement thereby initiated, we find that BCBS has failed to state a claim for appropriate equitable relief according to the requirements outlined in Sereboff. Accordingly, we AFFIRM as to case number 05-13344.
Finally, because we affirm the district court's dismissal as to case number 05-13344, we DENY BCBS's motion, also currently pending before us, to restore a temporary restraining order against the Carillos' dissipation of funds.