The Employee Retirement Income Security Act (ERISA); ERISA’s preemption provision (29 USC § 1144(a)); “Top hat” manager plans; Whether plaintiffs could pursue state-law claims for breach of fiduciary, trust, contract, & tort duties; Shaw v Delta Air Lines, Inc.; “Express preemption”; Whether the state laws have a “connection with” an ERISA plan; “Equitable relief” under § 1132(a)(3); Mertens v Hewitt Assoc; Rose v PSA Airlines, Inc (4th Cir); CIGNA Corp. v Amara

The court held that plaintiffs-plan participants could not bring their state-law claims against defendant-ERISA plan administrator (Regions Bank) because ERISA’s “express preemption” provision preempted the claims. And they could not “pursue their lost monetary benefits under a provision of ERISA that allows them to seek only ‘equitable relief’” where they simply requested “damages under another label.” After plaintiffs’ employer (Ruby Tuesday) became insolvent, they sued Regions Bank, the entity managing their retirement plans, which were “top-hat” plans. Because they could not sue for a breach of a fiduciary duty due to the plans being “top-hat” plans, they sued for breach of “state-law fiduciary, trust, contract, and tort duties. Alternatively, [they] sought to obtain their lost benefits from Regions under an ERISA provision that allows them to recover only equitable (not legal) relief.” The district court dismissed the state claims based on ERISA preemption and granted summary judgment for Regions on the ERISA claim. The court noted that it was presented with a preemption question and a remedies question. Under express exemption, “ERISA can preempt a state law either if the law makes ‘reference to’ an ERISA plan or if the law has a ‘connection with’ such a plan.” The court held that the state-law claims here had the required “connection with” the plans to support a finding of express preemption. All plaintiffs’ state claims “seek the same thing: the benefits allegedly due them under their ERISA-covered Plans.” The fact that “ERISA exempts administrators of top-hat plans from its federal fiduciary duties” was not relevant. “The statutory regime shows that Congress ‘deliberately omitted’ these duties because high-level employees can protect themselves through contract.” The court then considered plaintiffs’ claim for “equitable relief” under § 1132(a)(3). They sought “money from the bank’s ‘general assets’ not from a specific fund.” The court concluded that the “equitable surcharge” remedy they sought was not “‘typically available in equity’ under the Supreme Court’s cases[.]” It agreed with the Fourth Circuit in Rose, which “held that an ‘equitable surcharge’ for a beneficiary’s losses qualifies as a damages remedy that Mertens does not permit ERISA plaintiffs to recover under § 1132(a)(3).” Affirmed.