GREAT-WEST LIFE & ANNUITY INSURANCE CO. et al. v. KNUDSON et al.

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204 OCTOBER TERM, 2001
Syllabus
GREAT-WEST LIFE & ANNUITY INSURANCE CO.
et al. v. KNUDSON et al.
certiorari to the united states court of appeals for
the ninth circuit
No. 99–1786. Argued October 1, 2001—Decided January 8, 2002
When respondent Janette Knudson was injured in a car accident, the
health plan (Plan) of petitioner Earth Systems, Inc., the employer of
Janette’s then-husband, respondent Eric Knudson, covered $411,157.11
of her medical expenses, most of which was paid by petitioner Great-
West Life & Annuity Insurance Co. The Plan’s reimbursement provi-
sion gives it the right to recover from a beneficiary any payment for
benefits paid by the Plan that the beneficiary is entitled to recover from
a third party. A separate agreement assigns Great-West the Plan’s
rights to any reimbursement provision claim. After the Knudsons filed
a state-court tort action to recover from the manufacturer of their car
and others, they negotiated a settlement which allocated the bulk of the
recovery to attorney’s fees and to a trust for Janette’s medical care, and
earmarked $13,828.70 (the portion of the settlement attributable to past
medical expenses) to satisfy Great-West’s reimbursement claim. Ap-
proving the settlement, the state court ordered the defendants to pay
the trust amount directly and the remainder to respondents’ attorney,
who, in turn, would tender checks to Great-West and other creditors.
Instead of cashing its check, Great-West filed this federal action under
§ 502(a)(3) of the Employee Retirement Income Security Act of 1974
(ERISA) to enforce the Plan’s reimbursement provision by requiring
the Knudsons to pay the Plan $411,157.11 of any proceeds recovered
from third parties. The District Court granted the Knudsons summary
judgment, holding that the terms of the Plan limited its right of reim-
bursement to the $13,828.70 determined by the state court. The Ninth
Circuit affirmed on different grounds, holding that judicially decreed
reimbursement for payments made to a beneficiary of an insurance plan
by a third party is not “equitable relief ” authorized by § 502(a)(3).
Held: Because petitioners are seeking legal relief—the imposition of
personal liability on respondents for a contractual obligation to pay
money—§ 502(a)(3) does not authorize this action. Pp. 209–221.
(a) Under § 502(a)(3)—which authorizes a civil action “to enjoin any
act or practice which violates . . . the terms of the plan, or . . . to obtain
other appropriate equitable relief ”—the term “equitable relief ” refers
to those categories of relief that were typically available in equity.

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Syllabus
Mertens v. Hewitt Associates, 508 U. S. 248, 256. Here, petitioners
seek, in essence, to impose personal contractual liability on respond-
ents—relief that was not typically available in equity, but is the classic
form of legal relief. Id., at 255. Petitioners’ and the Government’s
efforts to characterize the relief sought as “equitable” are not persua-
sive. Pp. 209–210.
(b) The Court rejects petitioners’ argument that they are entitled to
relief under § 502(a)(3)(A) because they seek “to enjoin a[n] act or prac-
tice”—respondents’ failure to reimburse the Plan—“which violates . . .
the [plan’s] terms.” An injunction to compel the payment of money
past due under a contract, or specific performance of a past due mone-
tary obligation, was not typically available in equity. Those rare cases
in which an equity court would decree specific performance of a contract
to transfer funds were suits that, unlike the present case, sought to
prevent future losses that were either incalculable or would be greater
than the sum awarded. Bowen v. Massachusetts, 487 U. S. 879, distin-
guished. Pp. 210–212.
(c) Also rejected is petitioners’ argument that their suit is authorized
by § 502(a)(3)(B) because they seek restitution, which they characterize
as a form of equitable relief. Restitution is a legal remedy when or-
dered in a case at law and an equitable remedy when ordered in an
equity case, and whether it is legal or equitable depends on the basis
for the plaintiff ’s claim and the nature of the underlying remedies
sought. For restitution to lie in equity, the action generally must seek
not to impose personal liability on the defendant, but to restore to the
plaintiff particular funds or property in the defendant’s possession.
Here, the basis for petitioners’ claim is not that respondents hold partic-
ular funds that, in good conscience, belong to petitioners, but that peti-
tioners are contractually entitled to some funds for benefits that they
conferred. The kind of restitution that petitioners seek, therefore, is
not equitable, but legal. Mertens, supra, at 256, and Harris Trust and
Sav. Bank v. Salomon Smith Barney Inc., 530 U. S. 238, 253, distin-
guished. Pp. 212–218.
(d) Finally, the Court rejects the Government’s argument that the
common law of trusts provides petitioners with equitable remedies that
allow them to bring this action under § 502(a)(3). Such trust remedies
are simply inapposite, see Mertens, supra, at 256, and, in any event,
do not give a trustee a separate equitable cause of action for pay-
ment from moneys other than the beneficiary’s interest in the trust.
Pp. 219–220.
208 F. 3d 221, affirmed.

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206 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
Opinion of the Court
Scalia, J., delivered the opinion of the Court, in which Rehnquist,
C. J., and O’Connor, Kennedy, and Thomas, JJ., joined. Stevens, J.,
filed a dissenting opinion, post, p. 221. Ginsburg, J., filed a dissent-
ing opinion, in which Stevens, Souter, and Breyer, JJ., joined, post,
p. 224.
James F. Jorden argued the cause for petitioners. With
him on the briefs were Waldemar J. Pflepsen, Jr., Stephen
H. Goldberg, David C. Aspinwall, Thomas H. Lawrence, and
John M. Russell.
Paul R. Q. Wolfson argued the cause for the United States
as amicus curiae in support of petitioners. On the brief
were Acting Solicitor General Underwood, Deputy Solicitor
General Kneedler, Beth S. Brinkmann, Judith E. Kramer,
Allen H. Feldman, Nathaniel L. Spiller, and Gary K.
Stearman.
Richard G. Taranto, by invitation of the Court, 532 U. S.
917, argued the cause as amicus curiae urging affirmance.
Jeffrey S. Pop filed a brief for respondent Janette Knudson.*
Justice Scalia delivered the opinion of the Court.
The question presented is whether § 502(a)(3) of the Em-
ployee Retirement Income Security Act of 1974 (ERISA), 88
Stat. 891, 29 U. S. C. § 1132(a)(3) (1994 ed.), authorizes this
action by petitioners to enforce a reimbursement provision
of an ERISA plan.
*Briefs of amici curiae urging reversal were filed for the American
Association of Health Plans et al. by Stephanie W. Kanwit, Louis Saccoc-
cio, Robin S. Conrad, and Jeffrey Gabardi; for AARP et al. by Paula
Brantner, Mary Ellen Signorille, and Melvin Radowitz; for the Central
States, Southeast and Southwest Areas Health and Welfare Fund by John
A. Kukankos, James L. Coghlan, Francis E. Stepnowski, Debra M. Cyra-
noski, and William J. Nellis; for the National Association of Subrogation
Professionals, Inc., by Mark D. Spencer; and for the Self-Insurance Insti-
tute of America, Inc., by George J. Pantos.
Arthur H. Bryant, F. Paul Bland, Jr., and Leslie Brueckner filed a brief
for the Maryland HMO Subrogation Plaintiffs as amici curiae.

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Opinion of the Court
I
Respondent Janette Knudson was rendered quadriplegic
by a car accident in June 1992. Because her then-husband,
respondent Eric Knudson, was employed by petitioner Earth
Systems, Inc., Janette was covered by the Health and Wel-
fare Plan for Employees and Dependents of Earth Systems,
Inc. (Plan). The Plan covered $411,157.11 of Janette’s medi-
cal expenses, of which all except $75,000 was paid by peti-
tioner Great-West Life & Annuity Insurance Co. pursuant to
a “stop-loss” insurance agreement with the Plan.
The Plan includes a reimbursement provision that is the
basis for the present lawsuit. This provides that the Plan
shall have “the right to recover from the [beneficiary] any
payment for benefits” paid by the Plan that the beneficiary
is entitled to recover from a third party. App. 58. Specifi-
cally, the Plan has “a first lien upon any recovery, whether
by settlement, judgment or otherwise,” that the beneficiary
receives from the third party, not to exceed “the amount
of benefits paid [by the Plan] . . . [or] the amount received
by the [beneficiary] for such medical treatment . . . .” Id.,
at 58–59. If the beneficiary recovers from a third party and
fails to reimburse the Plan, “then he will be personally liable
to [the Plan] . . . up to the amount of the first lien.” Id.,
at 59. Pursuant to an agreement between the Plan and
Great-West, the Plan “assign[ed] to Great-West all of its
rights to make, litigate, negotiate, settle, compromise, re-
lease or waive” any claim under the reimbursement provi-
sion. Id., at 45.
In late 1993, the Knudsons filed a tort action in California
state court seeking to recover from Hyundai Motor Com-
pany, the manufacturer of the car they were riding in at the
time of the accident, and other alleged tortfeasors. The
parties to that action negotiated a $650,000 settlement, a
notice of which was mailed to Great-West. This allocated
$256,745.30 to a Special Needs Trust under Cal. Prob. Code
Ann. § 3611 (West 1991 and Supp. 1993) to provide for

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208 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
Opinion of the Court
Janette’s medical care; $373,426 to attorney’s fees and costs;
$5,000 to reimburse the California Medicaid program (Medi-
Cal); and $13,828.70 (the portion of the settlement attribut-
able to past medical expenses) to satisfy Great-West’s claim
under the reimbursement provision of the Plan.
The day before the hearing scheduled for judicial approval
of the settlement, Great-West, calling itself a defendant and
asserting that the state-court action involved federal claims
related to ERISA, filed in the United States District Court
for the Central District of California a notice of removal pur-
suant to 28 U. S. C. § 1441 (1994 ed.). That court concluded
that Great-West was not a defendant and could not remove
the case, and therefore remanded to the state court, which
approved the settlement. The state court’s order provided
that the defendants would pay the settlement amount allo-
cated to the Special Needs Trust directly to the trust, and
the remaining amounts to respondents’ attorney, who, in
turn, would tender checks to Medi-Cal and Great-West.
Great-West, however, never cashed the check it received
from respondents’ attorney. Instead, at the same time that
Great-West sought to remove the state-law tort action, it
filed this action in the same federal court (the United States
District Court for the Central District of California), seeking
injunctive and declaratory relief under § 502(a)(3) to enforce
the reimbursement provision of the Plan by requiring the
Knudsons to pay the Plan $411,157.11 of any proceeds recov-
ered from third parties. Great-West subsequently filed an
amended complaint adding Earth Systems and the Plan as
plaintiffs and seeking a temporary restraining order against
continuation of the state-court proceedings for approval of
the settlement. The District Court denied the temporary
restraining order, a ruling that petitioners did not appeal.
After the state court approved the settlement and the money
was disbursed, the District Court granted summary judg-
ment to the Knudsons. It held that the language of the Plan
limited its right of reimbursement to the amount received by

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Opinion of the Court
respondents from third parties for past medical treatment,
an amount that the state court determined was $13,828.70.
The United States Court of Appeals for the Ninth Circuit
affirmed on different grounds. Judgt. order reported at 208
F. 3d 221 (2000). Citing FMC Medical Plan v. Owens, 122
F. 3d 1258 (CA9 1997), it held that judicially decreed reim-
bursement for payments made to a beneficiary of an insur-
ance plan by a third party is not equitable relief and is there-
fore not authorized by § 502(a)(3). We granted certiorari.
531 U. S. 1124 (2001).
II
We have observed repeatedly that ERISA is a “ ‘compre-
hensive and reticulated statute,’ the product of a decade of
congressional study of the Nation’s private employee benefit
system.” Mertens v. Hewitt Associates, 508 U. S. 248, 251
(1993) (quoting Nachman Corp. v. Pension Benefit Guaranty
Corporation, 446 U. S. 359, 361 (1980)). We have therefore
been especially “reluctant to tamper with [the] enforcement
scheme” embodied in the statute by extending remedies not
specifically authorized by its text. Massachusetts Mut. Life
Ins. Co. v. Russell, 473 U. S. 134, 147 (1985). Indeed, we
have noted that ERISA’s “carefully crafted and detailed en-
forcement scheme provides ‘strong evidence that Congress
did not intend to authorize other remedies that it simply
forgot to incorporate expressly.’ ” Mertens, supra, at 254
(quoting Russell, supra, at 146–147).
Section 502(a)(3) authorizes a civil action:
“by a participant, beneficiary, or fiduciary (A) to enjoin
any act or practice which violates . . . the terms of the
plan, or (B) to obtain other appropriate equitable relief
(i) to redress such violations or (ii) to enforce any pro-
visions of . . . the terms of the plan.” 29 U. S. C.
§ 1132(a)(3) (1994 ed.).
As we explained in Mertens, “ ‘[e]quitable’ relief must mean
something less than all relief.” 508 U. S., at 258, n. 8.

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Thus, in Mertens we rejected a reading of the statute that
would extend the relief obtainable under § 502(a)(3) to what-
ever relief a court of equity is empowered to provide in the
particular case at issue (which could include legal remedies
that would otherwise be beyond the scope of the equity
court’s authority). Such a reading, we said, would “limit the
relief not at all” and “render the modifier [‘equitable’] super-
fluous.” Id., at 257–258. Instead, we held that the term
“equitable relief ” in § 502(a)(3) must refer to “those catego-
ries of relief that were typically available in equity . . . .”
Id., at 256.
Here, petitioners seek, in essence, to impose personal lia-
bility on respondents for a contractual obligation to pay
money—relief that was not typically available in equity.
“A claim for money due and owing under a contract is ‘quint-
essentially an action at law.’ ” Wal-Mart Stores, Inc. v.
Wells, 213 F. 3d 398, 401 (CA7 2000) (Posner, J.). “Almost
invariably . . . suits seeking (whether by judgment, injunc-
tion, or declaration) to compel the defendant to pay a sum of
money to the plaintiff are suits for ‘money damages,’ as that
phrase has traditionally been applied, since they seek no
more than compensation for loss resulting from the defend-
ant’s breach of legal duty.” Bowen v. Massachusetts, 487
U. S. 879, 918–919 (1988) (Scalia, J., dissenting). And
“[m]oney damages are, of course, the classic form of legal
relief.” Mertens, supra, at 255.
Nevertheless, petitioners, along with their amicus the
United States, struggle to characterize the relief sought as
“equitable” under the standard set by Mertens. We are
not persuaded.
A
First, petitioners argue that they are entitled to relief
under § 502(a)(3)(A) because they seek “to enjoin a[n] act or
practice”—respondents’ failure to reimburse the Plan—
“which violates . . . the terms of the plan.” But an injunc-
tion to compel the payment of money past due under a con-

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Opinion of the Court
tract, or specific performance of a past due monetary obliga-
tion, was not typically available in equity.1 See, e. g., 3
Restatement (Second) of Contracts § 359 (1979); 3 Dobbs
§ 12.8(2), at 199; 5A A. Corbin, Contracts § 1142, p. 119 (1964)
(hereinafter Corbin). Those rare cases in which a court of
equity would decree specific performance of a contract to
transfer funds were suits that, unlike the present case,
sought to prevent future losses that either were incalculable
or would be greater than the sum awarded. For example,
specific performance might be available to enforce an agree-
ment to lend money “when the unavailability of alternative
financing would leave the plaintiff with injuries that are dif-
ficult to value; or to enforce an obligor’s duty to make future
monthly payments, after the obligor had consistently refused
to make past payments concededly due, and thus threatened
the obligee with the burden of bringing multiple damages
actions.” Bowen, supra, at 918 (Scalia, J., dissenting).
See also 3 Dobbs § 12.8(2), at 200; 5A Corbin § 1142, at 117–
118. Typically, however, specific performance of a contract
to pay money was not available in equity.
1 At oral argument, petitioners’ counsel argued that the injunction spe-
cifically authorized by § 502(a)(3)(A) need not be a form of equitable relief.
Petitioners’ brief, however, conceded that the reference in § 502(a)(3)(B) to
“other appropriate equitable relief ” suggests that the relief authorized in
§ 502(a)(3)(A) “to enjoin any act or practice which violates . . . the terms
of [a] plan” is, itself, “appropriate equitable relief.” See Brief for Petition-
ers 15, n. 6 (emphasis added). In any event, injunction is inherently an
equitable remedy, see, e. g., Reich v. Continental Casualty Co., 33 F. 3d
754, 756 (CA7 1994); 1 D. Dobbs, Law of Remedies § 1.2, p. 11 (2d ed. 1993)
(hereinafter Dobbs), and statutory reference to that remedy must, absent
other indication, be deemed to contain the limitations upon its availability
that equity typically imposes. Without this rule of construction, a statu-
tory limitation to injunctive relief would be meaningless, since any claim
for legal relief can, with lawyerly inventiveness, be phrased in terms of an
injunction. Here, of course, there is not only no contrary indication, but
the positive indication in paragraph (B) that the injunction referred to in
paragraph (A) is an equitable injunction.

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Bowen v. Massachusetts, supra, upon which petitioners
rely, is not to the contrary. We held in Bowen that the pro-
vision of the Administrative Procedure Act that precludes
actions seeking “money damages” against federal agencies, 5
U. S. C. § 702, does not bar a State from seeking specific relief
to obtain money to which it claims entitlement under the
federal Medicaid statute, 42 U. S. C. § 1396b(d) (1994 ed. and
Supp. V). Bowen “did not turn on distinctions between ‘eq-
uitable’ actions and other actions . . . but rather [on] what
Congress meant by ‘other than money damages’ ” in the Ad-
ministrative Procedure Act. Department of Army v. Blue
Fox, Inc., 525 U. S. 255, 261 (1999). Furthermore, Bowen,
unlike petitioners’ claim, did not deal with specific perform-
ance of a contractual obligation to pay past due sums.
Rather, Massachusetts claimed not only that the Federal
Government failed to reimburse it for past expenses pursu-
ant to a statutory obligation, but that the method the Fed-
eral Government used to calculate reimbursements would
lead to underpayments in the future. Thus, the suit was not
merely for past due sums, but for an injunction to correct
the method of calculating payments going forward. Bowen,
supra, at 889. Bowen has no bearing on the unavailability
of an injunction to enforce a contractual obligation to pay
money past due.
B
Second, petitioners argue that their suit is authorized by
§ 502(a)(3)(B) because they seek restitution, which they char-
acterize as a form of equitable relief. However, not all relief
falling under the rubric of restitution is available in equity.
In the days of the divided bench, restitution was available in
certain cases at law, and in certain others in equity. See,
e. g., 1 Dobbs § 1.2, at 11; id., § 4.1(1), at 556; id., § 4.1(3), at
564–565; id., §§ 4.2–4.3, at 570–624; 5 Corbin § 1102, at 550;
Muir, ERISA Remedies: Chimera or Congressional Compro-
mise?, 81 Iowa L. Rev. 1, 36–37 (1995); Redish, Seventh
Amendment Right to Jury Trial: A Study in the Irrationality

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Opinion of the Court
of Rational Decision Making, 70 Nw. U. L. Rev. 486, 528
(1975). Thus, “restitution is a legal remedy when ordered
in a case at law and an equitable remedy . . . when ordered
in an equity case,” and whether it is legal or equitable de-
pends on “the basis for [the plaintiff ’s] claim” and the nature
of the underlying remedies sought. Reich v. Continental
Casualty Co., 33 F. 3d 754, 756 (CA7 1994) (Posner, J.).
In cases in which the plaintiff “could not assert title or
right to possession of particular property, but in which nev-
ertheless he might be able to show just grounds for recover-
ing money to pay for some benefit the defendant had re-
ceived from him,” the plaintiff had a right to restitution at
law through an action derived from the common-law writ of
assumpsit. 1 Dobbs § 4.2(1), at 571. See also Muir, supra,
at 37. In such cases, the plaintiff ’s claim was considered
legal because he sought “to obtain a judgment imposing a
merely personal liability upon the defendant to pay a sum
of money.” Restatement of Restitution § 160, Comment a,
pp. 641–642 (1936). Such claims were viewed essentially as
actions at law for breach of contract (whether the contract
was actual or implied).
In contrast, a plaintiff could seek restitution in equity, or-
dinarily in the form of a constructive trust or an equitable
lien, where money or property identified as belonging in
good conscience to the plaintiff could clearly be traced to
particular funds or property in the defendant’s possession.
See 1 Dobbs § 4.3(1), at 587–588; Restatement of Restitution,
supra, § 160, Comment a, at 641–642; 1 G. Palmer, Law of
Restitution § 1.4, p. 17; § 3.7, p. 262 (1978). A court of equity
could then order a defendant to transfer title (in the case of
the constructive trust) or to give a security interest (in the
case of the equitable lien) to a plaintiff who was, in the eyes
of equity, the true owner. But where “the property [sought
to be recovered] or its proceeds have been dissipated so that
no product remains, [the plaintiff ’s] claim is only that of a
general creditor,” and the plaintiff “cannot enforce a con-

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214 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
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structive trust of or an equitable lien upon other property of
the [defendant].” Restatement of Restitution, supra, § 215,
Comment a, at 867. Thus, for restitution to lie in equity, the
action generally must seek not to impose personal liability
on the defendant, but to restore to the plaintiff particular
funds or property in the defendant’s possession.2
Here, the funds to which petitioners claim an entitlement
under the Plan’s reimbursement provision—the proceeds
from the settlement of respondents’ tort action—are not in
respondents’ possession. As the order of the state court ap-
proving the settlement makes clear, the disbursements from
the settlement were paid by two checks, one made payable
to the Special Needs Trust and the other to respondents’
attorney (who, after deducting his own fees and costs, placed
the remaining funds in a client trust account from which he
tendered checks to respondents’ other creditors, Great-West
and Medi-Cal). The basis for petitioners’ claim is not that
respondents hold particular funds that, in good conscience,
belong to petitioners, but that petitioners are contractually
entitled to some funds for benefits that they conferred. The
kind of restitution that petitioners seek, therefore, is not eq-
uitable—the imposition of a constructive trust or equitable
lien on particular property—but legal—the imposition of
personal liability for the benefits that they conferred upon
respondents.
Admittedly, our cases have not previously drawn this fine
distinction between restitution at law and restitution in eq-
uity, but neither have they involved an issue to which the
2 There is a limited exception for an accounting for profits, a form of
equitable restitution that is not at issue in this case. If, for example, a
plaintiff is entitled to a constructive trust on particular property held by
the defendant, he may also recover profits produced by the defendant’s
use of that property, even if he cannot identify a particular res containing
the profits sought to be recovered. See 1 Dobbs § 4.3(1), at 588; id.,
§ 4.3(5), at 608. Petitioners do not claim the profits (if any) produced by
the proceeds from the state-court settlement, and are not entitled to the
constructive trust in those proceeds that would support such a claim.

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distinction was relevant. In Mertens, we mentioned in dicta
that “injunction, mandamus, and restitution” are categories
of relief that were typically available in equity. 508 U. S., at
256 (emphasis added). Mertens, however, did not involve a
claim for restitution at all; rather, we addressed the question
whether a nonfiduciary who knowingly participates in the
breach of a fiduciary duty imposed by ERISA is liable to the
plan for compensatory damages. Id., at 249–250. Thus, as
courts and commentators have noted, “all the [Supreme]
Court meant [in Mertens and other cases] was that restitu-
tion, in contrast to damages, is a remedy commonly ordered
in equity cases and therefore an equitable remedy in a sense
in which damages, though occasionally awarded in equity
cases, are not.” Reich v. Continental Casualty Co., 33 F. 3d,
at 756. Mertens did not purport to change the well-settled
principle that restitution is “not an exclusively equitable
remedy,” and whether it is legal or equitable in a particu-
lar case (and hence whether it is authorized by § 502(a)(3))
remains dependent on the nature of the relief sought. 33
F. 3d, at 756. See also Muir, 81 Iowa L. Rev., at 36 (analyz-
ing Mertens and explaining that “only equitable restitution
will be available under Section 502(a)(3)”).
Likewise, in Harris Trust and Sav. Bank v. Salomon
Smith Barney Inc., 530 U. S. 238 (2000), we noted that “an
action for restitution against a transferee of tainted plan
assets” is “appropriate equitable relief ” within the meaning
of § 502(a)(3). Id., at 253. While we did not expressly dis-
tinguish between legal and equitable restitution, the nature
of the relief we described in Harris Trust—a claim to spe-
cific property (or its proceeds) held by the defendant—ac-
cords with the restitution we describe as equitable today.
Id., at 250 (“The trustee or beneficiaries may then maintain
an action for restitution of the property (if not already dis-
posed of) or disgorgement of proceeds (if already disposed
of) . . .” (emphasis added)); id., at 250–251 (“Whenever the
legal title to property is obtained through means or under

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216 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
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circumstances ‘which render it unconscientious for the holder
of the legal title to retain and enjoy the beneficial interest,
equity impresses a constructive trust on the property thus
acquired in favor of the one who is truly and equitably enti-
tled to the same . . .” (emphasis added) (internal quotation
marks and citations omitted)).
Justice Ginsburg’s dissent finds it dispositive that some
restitutionary remedies were typically available in equity.
In her view, the touchstone for distinguishing legal from eq-
uitable relief is the “substance of the relief requested,” post,
at 228—and since the “substantive” relief of restitution is
typically available in equity, it is, she concludes, available
under § 502(a)(3). It is doubtful, to begin with, that “restitu-
tion”—or at least restitution defined broadly enough to em-
brace those forms of restitution available at law—pertains to
the substance of the relief rather than to the legal theory
under which it is awarded. The “substance” of a money
judgment is a compelled transfer of money; a money judg-
ment for restitution could be thought to identify a particular
type of relief (rather than merely the theory on which relief
is awarded) only if one were to limit restitution to the return
of identifiable funds (or property) belonging to the plaintiff
and held by the defendant—that is, to limit restitution to the
form of restitution traditionally available in equity.
In any event, Justice Ginsburg’s approach, which looks
only to the nature of the relief and not to the conditions that
equity attached to its provision, logically leads to the same
untenable conclusion reached by Justice Stevens’s dis-
sent—which is that § 502(a)(3)(A)’s explicit authorization of
injunction, which it identifies as a form of equitable relief,
permits (what equity would never permit) an injunction
against failure to pay a simple indebtedness—or, for that
matter, an injunction against failure to pay punitive dam-
ages. The problem with that conclusion, of course, is that it
renders the statute’s limitation of relief to “[injunction] . . .
or other appropriate equitable relief ” utterly pointless. It

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217 Cite as: 534 U. S. 204 (2002)
Opinion of the Court
is easy to disparage the law-equity dichotomy as “an ancient
classification,” post, at 224 (opinion of Ginsburg, J.), and an
“obsolete distinctio[n],” post, at 222 (opinion of Stevens, J.).
Like it or not, however, that classification and distinction has
been specified by the statute; and there is no way to give the
specification meaning—indeed, there is no way to render the
unmistakable limitation of the statute a limitation at all—
except by adverting to the differences between law and eq-
uity to which the statute refers. The dissents greatly exag-
gerate, moreover, the difficulty of that task. Congress felt
comfortable referring to equitable relief in this statute—as
it has in many others 3 —precisely because the basic contours
of the term are well known. Rarely will there be need for
any more “antiquarian inquiry,” post, at 233–234 (opinion of
Ginsburg, J.), than consulting, as we have done, standard
current works such as Dobbs, Palmer, Corbin, and the Re-
statements, which make the answer clear. It is an inquiry,
moreover, that we are accustomed to pursuing, and will al-
ways have to pursue, in other contexts. See, e. g., Grupo
Mexicano de Desarrollo, S. A. v. Alliance Bond Fund, Inc.,
527 U. S. 308, 318 (1999) (powers of federal courts under the
Judiciary Act’s grant of jurisdiction over “all . . . suits in
equity”); Curtis v. Loether, 415 U. S. 189, 192 (1974) (scope
of the Seventh Amendment right to jury trial “[i]n suits at
common law”). What will introduce a high degree of confu-
sion into congressional use (and lawyers’ understanding) of
the statutory term “equity” is the rolling revision of its con-
tent contemplated by the dissents.
Justice Stevens finds it “difficult . . . to understand why
Congress would not have wanted to provide recourse in fed-
eral court for the plan violation disclosed by the record in
this case,” post, at 223. It is, however, not our job to find
reasons for what Congress has plainly done; and it is our job
to avoid rendering what Congress has plainly done (here,
3 A Westlaw search discloses that the term “equitable relief ” appears in
77 provisions of the United States Code.

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218 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
Opinion of the Court
limit the available relief) devoid of reason and effect. If, as
Justice Ginsburg surmises, post, at 234, Congress meant to
rule out nothing more than “compensatory and punitive dam-
ages,” it could simply have said that. That Congress sought
to achieve this result by subtle reliance upon the dissenters’
novel and expansive view of equity is most implausible.
Respecting Congress’s choice to limit the relief available
under § 502(a)(3) to “equitable relief ” requires us to recog-
nize the difference between legal and equitable forms of res-
titution.4 Because petitioners seek only the former, their
suit is not authorized by § 502(a)(3).
4 In support of its argument that Congress intended all restitution to be
“equitable relief ” under § 502(a)(3), Justice Ginsburg’s dissent asserts
that Congress has treated backpay, “a type of restitution,” post, at 230, as
equitable for purposes of Title VII of the Civil Rights Act of 1964. The
authorities of this Court cited for the proposition that backpay is a type
of restitution are Curtis v. Loether, 415 U. S. 189, 197 (1974), and Team-
sters v. Terry, 494 U. S. 558, 572 (1990). It is notable, however, that these
cases do not say that since it is restitutionary, it is therefore equitable.
Curtis, in fact, explicitly refuses to do so. 415 U. S., at 197 (“Whatever
may be the merit of the ‘equitable’ characterization [of backpay] in Title
VII cases . . .” (footnote omitted)). And in Terry, while we noted that
“we have characterized damages as equitable where they are restitution-
ary,” 494 U. S., at 570, we did not (and could not) say that all forms of
restitution are equitable.
Congress “treated [backpay] as equitable” in Title VII, post, at 230
(opinion of Ginsburg, J.), only in the narrow sense that it allowed backpay
to be awarded together with equitable relief:
“[T]he court may . . . order such affirmative action as may be appropriate,
which may include, but is not limited to, reinstatement or hiring of em-
ployees, with or without back pay . . . , or any other equitable relief as
the court deems appropriate.” 42 U. S. C. § 2000e–5(g)(1) (1994 ed.) (em-
phasis added).
If the referent of “other equitable relief ” were “back pay,” it could be said,
in a sense relevant here, that Congress “treated” backpay as equitable
relief. In fact, however, the referent is “reinstatement or hiring of em-
ployees,” which is modified by the phrase “with or without back pay.”
Curtis recognized that courts of appeals had treated Title VII backpay as

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219 Cite as: 534 U. S. 204 (2002)
Opinion of the Court
C
Third, the United States, as petitioners’ amicus, argues
that the common law of trusts provides petitioners with eq-
uitable remedies that allow them to bring this action under
§ 502(a)(3). Analogizing respondents to beneficiaries of a
trust, the United States argues that a trustee could bring a
suit to enforce an agreement by a beneficiary to pay money
into a trust or to repay an advance made from the trust.
See Brief for United States as Amicus Curiae 17–19 (citing
Restatement (Second) of Trusts §§ 252, 255 (1959) (herein-
after Restatement of Trusts)). These trust remedies are
simply inapposite. In Mertens, we rejected the claim that
the special equity-court powers applicable to trusts define
the reach of § 502(a)(3). Instead, we held that the term “eq-
uitable relief ” in § 502(a)(3) must refer to “those categories
of relief that were typically available in equity . . . .” 508
U. S., at 256. In any event, the cited sections of the Restate-
ment, by their terms, merely allow a trustee to charge the
beneficiary’s interest in the trust in order to capture money
owed. See Restatement of Trusts § 252 (“If one of the bene-
equitable because § 2000e–5(g)(1) had made backpay “an integral part of
an equitable remedy,” 415 U. S., at 197. See Grayson v. Wickes Corp.,
607 F. 2d 1194, 1196 (CA7 1979) (Title VII backpay is “an integral part of
the equitable remedy of reinstatement”); Harmon v. May Broadcasting
Co., 583 F. 2d 410, 411 (CA8 1978) (same); Slack v. Havens, 522 F. 2d 1091,
1094 (CA9 1975) (same); Johnson v. Georgia Highway Express, Inc., 417
F. 2d 1122, 1125 (CA5 1969) (same).
The statement in Terry on which Justice Ginsburg relies—that “Con-
gress specifically characterized backpay under Title VII as a form of ‘equi-
table relief,’ ” 494 U. S., at 572—is plainly inaccurate unless it is under-
stood to mean that Title VII backpay was “specifically” made part of an
equitable remedy. That is the only sense which the Terry discussion re-
quires, and is reinforced by the immediately following citation of the por-
tion of Curtis that called Title VII backpay “an integral part of an equita-
ble remedy,” Curtis, supra, at 197. See Terry, supra, at 572. The
restitution sought here by Great-West is not that, but a freestanding claim
for money damages. Title VII has nothing to do with this case.

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220 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
Opinion of the Court
ficiaries of a trust contracts to pay money to the trustee to
be held as part of the trust estate and he fails to make the
payment, his beneficial interest is subject to a charge for the
amount of his liability”); id., § 255 (“If the trustee makes an
advance or loan of trust money to a beneficiary, the benefi-
ciary’s interest is subject to a charge for the repayment of
the amount advanced or lent”). These setoff remedies do
not give the trustee a separate equitable cause of action for
payment from other moneys.
III
In the end, petitioners ask us to interpret § 502(a)(3) so as
to prevent them “from being deprived of any remedy under
circumstances where such a result clearly would be incon-
sistent with a primary purpose of ERISA,” namely, the en-
forcement of the terms of a plan. See Brief for Petitioners
30–31. We note, though it is not necessary to our decision,
that there may have been other means for petitioners to ob-
tain the essentially legal relief that they seek. We express
no opinion as to whether petitioners could have intervened
in the state-court tort action brought by respondents or
whether a direct action by petitioners against respondents
asserting state-law claims such as breach of contract would
have been pre-empted by ERISA. Nor do we decide
whether petitioners could have obtained equitable relief
against respondents’ attorney and the trustee of the Special
Needs Trust, since petitioners did not appeal the District
Court’s denial of their motion to amend their complaint to
add these individuals as codefendants.
We need not decide these issues because, as we explained
in Mertens, “[e]ven assuming . . . that petitioners are correct
about the pre-emption of previously available state-court
actions” or the lack of other means to obtain relief, “vague
notions of a statute’s ‘basic purpose’ are nonetheless inade-
quate to overcome the words of its text regarding the spe-
cific issue under consideration.” 508 U. S., at 261. In the

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221 Cite as: 534 U. S. 204 (2002)
Stevens, J., dissenting
very same section of ERISA as § 502(a)(3), Congress author-
ized “a participant or beneficiary” to bring a civil action
“to enforce his rights under the terms of the plan,” without
reference to whether the relief sought is legal or equitable.
29 U. S. C. § 1132(a)(1)(B) (1994 ed.). But Congress did
not extend the same authorization to fiduciaries. Rather,
§ 502(a)(3), by its terms, only allows for equitable relief. We
will not attempt to adjust the “carefully crafted and detailed
enforcement scheme” embodied in the text that Congress has
adopted.5 Mertens, supra, at 254. Because petitioners are
seeking legal relief—the imposition of personal liability on
respondents for a contractual obligation to pay money—
§ 502(a)(3) does not authorize this action. Accordingly, we
affirm the judgment of the Court of Appeals.
It is so ordered.
Justice Stevens, dissenting.
In her lucid dissent, which I join, Justice Ginsburg has
explained why it is fanciful to assume that in 1974 Congress
5 Varity Corp. v. Howe, 516 U. S. 489 (1996), upon which petitioners rely,
is not to the contrary. In Varity Corp., we explained that § 502(a)(3) is
a “ ‘catchall’ provisio[n]” that “act[s] as a safety net, offering appropri-
ate equitable relief for injuries caused by violations that § 502 does not
elsewhere adequately remedy.” Id., at 512. Thus, we concluded that
§ 502(a)(3) authorizes lawsuits by beneficiaries for individualized equitable
relief for breach of fiduciary obligations, notwithstanding the petitioner’s
argument that such relief is not “appropriate” because §§ 502(a)(2) and 409
of ERISA specifically address liability for breach of fiduciary duty and
preclude individualized relief. Id., at 507–515. In Varity Corp., however,
it was undisputed that respondents were seeking equitable relief, and the
question was whether such relief was “appropriate” in light of the appar-
ent lack of alternative remedies. Id., at 508. Varity Corp. did not hold,
as petitioners urge us to conclude today, that § 502(a)(3) is a catchall provi-
sion that authorizes all relief that is consistent with ERISA’s purposes
and is not explicitly provided elsewhere. To accept petitioners’ argument
is to ignore the plain language of the statute, which provides fiduciaries
with only equitable relief.

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222 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
Stevens, J., dissenting
intended to revive the obsolete distinctions between law and
equity as a basis for defining the remedies available in fed-
eral court for violations of the terms of a plan under the
Employee Retirement Income Security Act of 1974 (ERISA).
She has also convincingly argued that the relief sought in
the present case is permissible even under the Court’s fa-
vored test for determining what qualifies as “equitable re-
lief ” under § 502(a)(3)(B) of ERISA. I add this postscript
because I am persuaded that Congress intended the word
“enjoin,” as used in § 502(a)(3)(A), to authorize any appro-
priate order that prohibits or terminates a violation of an
ERISA plan, regardless of whether a precedent for such an
order can be found in English Chancery cases.
I read the word “other” in § 502(a)(3)(B) as having been
intended to enlarge, not contract, a federal judge’s remedial
authority. Consequently, and contrary to the Court’s view
in Mertens v. Hewitt Associates, 508 U. S. 248, 256 (1993),
I would neither read § 502(a)(3)(B) as placing a limitation on
a judge’s authority under § 502(a)(3)(A), nor shackle an analy-
sis of what constitutes “equitable relief ” under § 502(a)(3)(B)
to the sort of historical analysis that the Court has chosen.
Nevertheless, Mertens is the law, and an inquiry under
§ 502(a)(3)(B) now entails an analysis of what relief would
have been “typically available in equity.” 508 U. S., at 256.
This does not mean, however, that all inquiries under
§ 502(a)(3) must involve historical analysis, as the Court
seems to believe, e. g., ante, at 209–210. In Mertens, our
task was to interpret “other appropriate equitable relief ”
under § 502(a)(3)(B), and our holding thus did not extend
to the meaning of “to enjoin” in § 502(a)(3)(A). As a result,
an analysis of tradition is unnecessary with respect to
§ 502(a)(3)(A). Moreover, that section provides a proper
basis for federal jurisdiction in the present case, as peti-
tioners brought suit “to enjoin any act or practice which
violates . . . the terms of [a] plan.” § 502(a)(3)(A).

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223 Cite as: 534 U. S. 204 (2002)
Stevens, J., dissenting
Not only is an inclusive reading of § 502(a)(3) consonant
with the text of the statute, but it accomplishes Congress’
goal of providing a federal remedy for violations of the terms
of plans governed by ERISA. Contrary to the Court’s cur-
rent reluctance to conclude that wrongs should be remedied,1
I believe that the historic presumption favoring the provi-
sion of remedies for violations of federal rights 2 should in-
form our construction of the remedial provisions of federal
statutes. It is difficult for me to understand why Congress
would not have wanted to provide recourse in federal court
for the plan violation disclosed by the record in this case.
Cf., e. g., Varity Corp. v. Howe, 516 U. S. 489, 512–513, 515
(1996) (“We are not aware of any ERISA-related purpose
that denial of a remedy would serve”). It is thus unsur-
prising that the Court’s opinion contains no discussion of
why Congress would have intended its reading of § 502(a)(3)
and the resulting denial of a federal remedy in this case.
Absent such discussion, the Court’s opinion is remarkably
unpersuasive.3
I respectfully dissent.
1 See, e. g., Correctional Services Corp. v. Malesko, ante, p. 75 (Ste-
vens, J., dissenting); Alexander v. Sandoval, 532 U. S. 275, 294–297 (2001)
(Stevens, J., dissenting).
2 See, e. g., Bivens v. Six Unknown Fed. Narcotics Agents, 403 U. S. 388,
392 (1971) (“ ‘[W]here federally protected rights have been invaded, it has
been the rule from the beginning that courts will be alert to adjust their
remedies so as to grant the necessary relief ’ ” (quoting Bell v. Hood, 327
U. S. 678, 684 (1946))); 403 U. S., at 397 (“ ‘The very essence of civil liberty
certainly consists in the right of every individual to claim the protection
of the laws, whenever he receives an injury’ ” (quoting Marbury v. Madi-
son, 1 Cranch 137, 163 (1803))).
3 In a response to this dissent that echoes Tennyson’s poem about the
Light Brigade—“Theirs not to reason why, Theirs but to do and die”—the
Court states that it is “not our job to find reasons for what Congress has
plainly done,” ante, at 217. Congress, of course, has the power to enact
unreasonable laws. Nevertheless, instead of blind obedience to what at
first blush appears to be such a law, I think it both prudent and respectful
to pause to ask why Congress would do so.

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224 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
Ginsburg, J., dissenting
Justice Ginsburg, with whom Justice Stevens, Jus-
tice Souter, and Justice Breyer join, dissenting.
Today’s holding, the majority declares, is compelled by
“Congress’s choice to limit the relief available under
§ 502(a)(3).” Ante, at 218. In the Court’s view, Congress’
placement of the word “equitable” in that provision signaled
an intent to exhume the “fine distinction[s]” borne of the
“days of the divided bench,” ante, at 212, 214; to treat as dis-
positive an ancient classification unrelated to the substance of
the relief sought; and to obstruct the general goals of ERISA
by relegating to state court (or to no court at all) an array
of suits involving the interpretation of employee health plan
provisions. Because it is plain that Congress made no such
“choice,” I dissent.
I
The Court purports to resolve this case by determining
the “nature of the relief ” Great-West seeks. Ante, at 215.
The opinion’s analysis, however, trains on the question,
deemed subsidiary, whether the disputed claim could have
been brought in an equity court “[i]n the days of the divided
bench.” Ante, at 212–216 (inquiring whether the claim is
akin to “an action derived from the common-law writ of as-
sumpsit” that would have been brought at law, or instead
resembles a claim for return of particular assets that would
“lie in equity”). To answer that question, the Court scruti-
nizes the form of the claim and contrasts its features with the
technical requirements that once governed the jurisdictional
divide between the premerger courts. Finding no clear
match on the equitable side of the line, the Court concludes
that Great-West’s claim is beyond the scope of § 502(a)(3) and
therefore outside federal jurisdiction.
The rarified rules underlying this rigid and time-bound
conception of the term “equity” were hardly at the fingertips
of those who enacted § 502(a)(3). By 1974, when ERISA be-
came law, the “days of the divided bench” were a fading
memory, for that era had ended nearly 40 years earlier with

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225 Cite as: 534 U. S. 204 (2002)
Ginsburg, J., dissenting
the advent of the Federal Rules of Civil Procedure. Those
rules instruct: “There shall be one form of action” cogniza-
ble in the federal courts. Fed. Rule Civ. Proc. 2. Except
where reference to historical practice might be necessary to
preserve a right established before the merger, see, e. g.,
Curtis v. Loether, 415 U. S. 189, 195 (1974) (Seventh Amend-
ment jury trial), the doctrinal rules delineating the bound-
aries of the divided courts had receded. See 4 C. Wright &
A. Miller, Federal Practice and Procedure § 1041, p. 135
(1987); C. Wright, Handbook on Law of Federal Courts § 67,
p. 282 (2d ed. 1970) (“[I]nstances in which the old distinctions
continue to rule from their graves are quite rare.”).
It is thus fanciful to attribute to Members of the 93d Con-
gress familiarity with those “needless and obsolete distinc-
tions,” 4 Wright & Miller, supra, § 1041, at 131, much less a
deliberate “choice” to resurrect and import them wholesale
into the modern regulatory scheme laid out in ERISA.
“[T]here is nothing to suggest that ERISA’s drafters wanted
to embed their work in a time warp.” Health Cost Controls
of Ill. v. Washington, 187 F. 3d 703, 711 (CA7 1999) (Posner,
J.); cf. Mertens v. Hewitt Associates, 508 U. S. 248, 257, n. 7
(1993) (meaning of “equitable relief ” in § 502(a)(3) must be
determined based on “the state of the law when ERISA
was enacted”).
That Congress did not intend to strap § 502(a)(3) with the
anachronistic rules on which the majority relies is corrobo-
rated by the anomalous results to which the supposed legis-
lative “choice” leads. Although the Court recognizes that
it need not decide the issue, see ante, at 220, its opinion
surely contemplates that a constructive trust claim would
lie; hence, the outcome of this case would be different if
Great-West had sued the trustee of the Special Needs Trust,
who has “possession” of the requested funds, instead of the
Knudsons, who do not. See ante, at 214 (constructive trust
unavailable because “the funds to which petitioners claim an
entitlement . . . are not in respondents’ possession”). Under

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226 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
Ginsburg, J., dissenting
that view, whether relief is “equitable” would turn entirely
on the designation of the defendant, even though the sub-
stance of the relief Great-West could have obtained in a suit
against the trustee—a judgment ordering the return of
wrongfully withheld funds—is identical to the relief Great-
West in fact sought from the Knudsons. Unlike today’s
majority, I resist this “rule unjustified in reason, which
produces different results for breaches of duty in situations
that cannot be differentiated in policy.” Moragne v. States
Marine Lines, Inc., 398 U. S. 375, 405 (1970).
The procedural history of this case highlights the anomaly
of upholding a judgment neither party supports,1 one that
will at least protract and perhaps preclude judicial resolution
of the nub of the controversy—i. e., what recoupment does
the Plan’s reimbursement provision call for. Great-West
named the Knudsons as defendants before Janet Knudson’s
Special Needs Trust had been approved. There was no
other defendant then in the picture. Seeking at that time
to preserve the status quo, Great-West requested from the
District Court preliminary injunctive relief to stop the
Knudsons from disposing of the funds Hyundai paid to settle
the state-court action. Only after the District Court denied
that relief did the state court approve of, and order that the
settlement funds be paid into, the Special Needs Trust.
Great-West then moved for leave to amend its complaint to
add the trustee as a defendant, but the District Court denied
1 In the District Court, both parties sought decision on the amount
Great-West was entitled to recoup under the Plan’s provision for recovery
of benefits paid, and the court resolved that issue in the Knudsons’ favor.
The Ninth Circuit, however, refused to review the District Court’s resolu-
tion of that question, holding instead that federal courts are without au-
thority to grant any relief to parties in Great-West’s situation. Because
neither party defended that ruling in this Court, Motion to Dismiss as
Improvidently Granted 1, we appointed an amicus curiae to argue in sup-
port of the Ninth Circuit’s judgment. See 532 U. S. 917 (2001). Both on
brief and at oral argument, appointed counsel commendably developed the
position the majority now adopts.

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227 Cite as: 534 U. S. 204 (2002)
Ginsburg, J., dissenting
that motion without consideration in light of its judgment for
the Knudsons on the merits. Had the District Court ruled
differently on this peripheral issue, the majority would pre-
sumably reverse rather than affirm a disposition of this case
that left in limbo the meaning of the Plan’s reimbursement
provision. If that is so, then the Court’s decision rests on
Great-West’s failure to appeal an interlocutory issue made
moot by the District Court’s final judgment, an issue that, to
all involved, must have seemed utterly inconsequential post
judgment day.
The majority’s avowed obedience to Congress’ “choice”
is further belied by the conflict between the Court’s hold-
ing and Congress’ stated goals in enacting ERISA. After
today, ERISA plans and fiduciaries unable to fit their suits
within the confines the Court’s opinion constructs are barred
from a federal forum; they may seek enforcement of reim-
bursement provisions like the one here at issue only in state
court. Many such suits may be precluded by antisubroga-
tion laws, see Brief for Maryland HMO Subrogation Plain-
tiffs as Amici Curiae 4–5, n. 2, others may be preempted by
ERISA itself, and those that survive may produce diverse
and potentially contradictory interpretations of the disputed
plan terms.
We have recognized that Congress sought through ERISA
“to establish a uniform administrative scheme” and to ensure
that plan provisions would be enforced in federal court, free
of “the threat of conflicting or inconsistent State and local
regulation.” Fort Halifax Packing Co. v. Coyne, 482 U. S.
1, 9 (1987) (internal quotation marks omitted) (quoting 120
Cong. Rec. 29933 (1974)). The majority’s construction frus-
trates those goals by ascribing to Congress the paradoxical
intent to enact a specific provision, § 502(a)(3), that thwarts
the purposes of the general scheme of which it is part. The
Court is no doubt correct that “vague notions of a statute’s
‘basic purpose’ are . . . inadequate to overcome the words
of its text regarding the specific issue under consideration.”

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228 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
Ginsburg, J., dissenting
Ante, at 220 (quoting Mertens, 508 U. S., at 261) (emphasis
deleted). But when Congress’ clearly stated purpose so
starkly conflicts with questionable inferences drawn from a
single word in the statute, it is the latter, and not the former,
that must give way.
It is particularly ironic that the majority acts in the name
of equity as it sacrifices congressional intent and statutory
purpose to archaic and unyielding doctrine. “Equity es-
chews mechanical rules; it depends on flexibility.” Holm-
berg v. Armbrecht, 327 U. S. 392, 396 (1946). And “[a]s this
Court long ago recognized, ‘there is inherent in the Courts
of Equity a jurisdiction to . . . give effect to the policy of the
legislature.’ ” Mitchell v. Robert DeMario Jewelry, Inc., 361
U. S. 288, 291–292 (1960) (quoting Clark v. Smith, 13 Pet. 195,
203 (1839)); see Albemarle Paper Co. v. Moody, 422 U. S. 405,
417 (1975) (“[W]hen Congress invokes the Chancellor’s con-
science to further transcendent legislative purposes, what is
required is the principled application of standards consistent
with those purposes.”); cf. Grupo Mexicano de Desarrollo,
S. A. v. Alliance Bond Fund, Inc., 527 U. S. 308, 336 (1999)
(Ginsburg, J., dissenting) (Court similarly “relie[d] on an un-
justifiably static conception of equity jurisdiction”).
II
Unprepared to agree that Congress chose to infuse
§ 502(a)(3) with the recondite distinctions on which the ma-
jority relies, I would accord a different meaning to the term
“equitable.” Consistent with what Congress likely intended
and with our decision in Mertens, I would look to the sub-
stance of the relief requested and ask whether relief of that
character was “typically available in equity.” Mertens, 508
U. S., at 256. Great-West seeks restitution, a category of
relief fully meeting that measure even if the remedy was
also available in cases brought at law. Accordingly, I would
not oust this case from the federal courts.

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229 Cite as: 534 U. S. 204 (2002)
Ginsburg, J., dissenting
That Great-West requests restitution is beyond dispute.
The relief would operate to transfer from the Knudsons
funds over which Great-West claims to be the rightful owner.
See Curtis, 415 U. S., at 197 (describing an award as restitu-
tionary if it would “requir[e] the defendant to disgorge funds
wrongfully withheld from the plaintiff ”); Porter v. Warner
Holding Co., 328 U. S. 395, 402 (1946) (restitution encom-
passes a decree “ordering the return of that which rightfully
belongs to” the plaintiff). Great-West alleges that the
Knudsons would be unjustly enriched if permitted to retain
the funds. See 1 D. Dobbs, Law of Remedies § 4.1(2), p. 557
(2d ed. 1993) (“The fundamental substantive basis for restitu-
tion is that the defendant has been unjustly enriched by re-
ceiving something, tangible or intangible, that properly be-
longs to the plaintiff.”). And Great-West sued to recover an
amount representing the Knudsons’ unjust gain, rather than
Great-West’s loss. See 3 id., § 12.1(1), at 9 (“Restitutionary
recoveries are based on the defendant’s gain, not on the
plaintiff ’s loss.”).
As the majority appears to admit, see ante, at 214, our
cases have invariably described restitutionary relief as “equi-
table” without even mentioning, much less dwelling upon,
the ancient classifications on which today’s holding rests.
See, e. g., Tull v. United States, 481 U. S. 412, 424 (1987) (res-
titution “traditionally considered an equitable remedy”);
Mertens, 508 U. S., at 255 (restitution is a “remedy tradition-
ally viewed as ‘equitable’ ”); Teamsters v. Terry, 494 U. S.
558, 570 (1990) (“[W]e have characterized [money] damages
as equitable where they are restitutionary.”); Mitchell, 361
U. S., at 291–293 (District Court could exercise equitable au-
thority under Fair Labor Standards Act to order restitution);
cf. Moses v. Macferlan, 2 Burr. 1005, 1012, 97 Eng. Rep. 676,
681 (K. B. 1760) (“In one word, the gist of this kind of action
is that the defendant, upon the circumstances of the case, is
obliged by the ties of natural justice and equity to refund the
money.”). These cases establish what the Court does not

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230 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
Ginsburg, J., dissenting
and cannot dispute: Restitution was “within the recognized
power and within the highest tradition of a court of equity.”
Porter, 328 U. S., at 402.
More important, if one’s concern is to follow the Legisla-
ture’s will, Congress itself has treated as equitable a type of
restitution substantially similar to the relief Great-West
seeks here. Congress placed in Title VII of the Civil Rights
Act of 1964 the instruction that, to redress violations of the
Act, courts may award, inter alia, “appropriate . . . equitable
relief,” including “reinstatement or hiring of employees, with
or without back pay.” 42 U. S. C. § 2000e–5(g)(1) (1994 ed.).
Interpreting this provision, we have recognized that backpay
is “a form of restitution,” Curtis, 415 U. S., at 197; see Terry,
494 U. S., at 572, and that “Congress specifically character-
ized backpay under Title VII as a form of ‘equitable relief,’ ”
ibid. The Mertens majority used Title VII’s “equitable
relief ” provision as the touchstone for its interpretation of
§ 502(a)(3), see 508 U. S., at 255; today’s majority declares,
with remarkable inconsistency, that “Title VII has nothing
to do with this case,” ante, at 219, n. 4. The Court inexplica-
bly fails to offer any reason why Congress did not intend
“equitable relief ” in § 502(a)(3) to include a plaintiff ’s “recov-
er[y of] money to pay for some benefit the defendant had
received from him,” ante, at 213 (internal quotation marks
omitted), but did intend those words to encompass such relief
in a measure (Title VII) enacted years earlier.2
2 The Courts of Appeals have not aligned behind the Court’s theory that
Congress treated Title VII backpay as equitable “only in the narrow sense
that” such relief is an “integral part” of the statutory remedy of reinstate-
ment. Ante, at 218, n. 4. While some courts have employed the majori-
ty’s rationale, others have adopted the position the Court denies: that Title
VII backpay is restitutionary and “therefore equitable,” ibid. See, e. g.,
EEOC v. Detroit Edison Co., 515 F. 2d 301, 308 (CA6 1975) (“Back pay in
Title VII cases is considered a form of restitution, not an award of dam-
ages. Since restitution is an equitable remedy a jury is not required for
the award of back pay.”), vacated on other grounds, 431 U. S. 951 (1977);
Rogers v. Loether, 467 F. 2d 1110, 1121 (CA7 1972) (“It is not unreasonable

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231 Cite as: 534 U. S. 204 (2002)
Ginsburg, J., dissenting
I agree that “not all relief falling under the rubric of res-
titution [was] available in equity,” ante, at 212 (emphasis
added); restitution was also available in claims brought at
law, and the majority may be correct that in such cases resti-
tution would have been termed “legal,” ante, at 213. But
that in no way affects the answer to the question at the core
of this case. Section 502(a)(3) as interpreted in Mertens
encompasses those “categories of relief that were typically
available in equity,” 508 U. S., at 256 (emphasis in original),
not those that were exclusively so. Restitution plainly fits
that bill. By insisting that § 502(a)(3) embraces only those
claims that, in the circumstances of the particular case, could
be brought in chancery in times of yore, the majority labors
against the holding of that case. Indeed, Mertens explicitly
to regard an award of back pay [under Title VII] as an appropriate exer-
cise of a chancellor’s power to require restitution. Restitution is clearly
an equitable remedy.” (footnote omitted)), aff ’d, 415 U. S. 189 (1974). See
also Hubbard v. EPA, 949 F. 2d 453, 462 (CADC 1991) (“Courts have recog-
nized the equitable nature of back pay awards in a number of different
contexts. Generally, these decisions hold that back pay constitutes the
very thing that the plaintiff would have received but for the defendant’s
illegal action; back pay is thus seen to reflect equitable restitution.”), aff ’d
on other grounds, 982 F. 2d 531 (CADC 1992) (en banc).
Such a reading of § 2000e–5(g)(1) accords with our recognition in Team-
sters v. Terry, 494 U. S. 558, 572 (1990), that “Congress specifically charac-
terized backpay under Title VII as a form of ‘equitable relief.’ ” (Empha-
sis added.) We were somewhat ambiguous in Curtis v. Loether, 415 U. S.
189, 197 (1974), about the rationale of the Courts of Appeals, reasoning
that they had treated Title VII backpay as equitable because Congress
had made backpay “an integral part of an equitable remedy, a form of
restitution.” But we spoke with greater clarity in Terry, 494 U. S., at
570–571, explaining that we could find an “exception to the general rule”
that monetary relief is legal, rather than equitable, in two situations:
either “where th[e relief is] restitutionary,” a category into which we sug-
gested Title VII backpay might fall, see id., at 572 (“backpay sought from
an employer under Title VII would generally be restitutionary in nature”);
or where “a monetary award [is] ‘incidental to or intertwined with injunc-
tive relief,’ ” id., at 571 (quoting Tull v. United States, 481 U. S. 412, 424
(1987)).

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232 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
Ginsburg, J., dissenting
rejected a position close to the one embraced by the Court
today; Mertens recognized that “[a]s memories of the divided
bench, and familiarity with its technical refinements, recede
further into the past, [an interpretation of § 502(a)(3) keyed
to the relief a court of equity could award in a particular
case] becomes, perhaps, increasingly unlikely.” 508 U. S.,
at 256–257.
My objection to the inquiry the Court today adopts in spite
of Mertens does not turn on “the difficulty of th[e] task,”
ante, at 217. To be sure, I question the Court’s confidence
in the ability of “the standard works” to “make the answer
clear”; the Court does not indicate what rule prevails, for
example, when those works conflict, as they do on key points,
compare Restatement of Restitution § 160, Comment e, p. 645
(1936) (constructive trust over money available only where
transfer procured by abuse of fiduciary relation or where
legal remedy inadequate), with 1 Dobbs, Law of Remedies
§ 4.3(2), at 595, 597 (limitation of constructive trust to “mis-
dealings by fiduciaries” a “misconception”; adequacy of legal
remedy “seems irrelevant”). And courts have recognized
that this Court’s preferred method is indeed “difficult to
apply,” Ross v. Bernhard, 396 U. S. 531, 538, n. 10 (1970),
calling for analysis that “may seem to reek unduly of the
study,” Damsky v. Zavatt, 289 F. 2d 46, 48 (CA2 1961)
(Friendly, J.), “ ‘if not of the museum,’ ” id., at 59 (Clark, J.,
dissenting).
Even if the Court’s chosen texts always yielded a quick
and plain answer, however, I would think it no less implausi-
ble that Congress intended to make controlling the doctrine
those texts describe. See supra, at 224–228. Our reliance
on that doctrine in the context of the Seventh Amendment
and Judiciary Act of 1789, see ante, at 217, underscores the
incongruity of applying it here. It may be arguable that
“preserving” the meaning of those founding-era provisions
requires courts to determine which tribunal would have en-
tertained a particular claim in 18th-century England. See

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233 Cite as: 534 U. S. 204 (2002)
Ginsburg, J., dissenting
Grupo Mexicano, 527 U. S., at 318–319; Terry, 494 U. S., at
593 (Kennedy, J., dissenting) (“We cannot preserve a right
existing in 1791 unless we look to history to identify it.”).
But no such rationale conceivably justifies asking that ques-
tion in cases arising under § 502(a)(3)(B), a provision of a dis-
tinctly modern statute Congress passed in 1974.
That the import of the term “equity” might depend on con-
text does not signify a “rolling revision of its content,” ante,
at 217, but rather a recognition that equity, characteristi-
cally, was and should remain an evolving and dynamic juris-
prudence, see Grupo Mexicano, 527 U. S., at 336–337 (Gins-
burg, J., dissenting). Cf. Mertens, 508 U. S., at 257 (“[I]t
remains a question of interpretation in each case which
meaning [Congress] intended” to impart to the term “equita-
ble relief.”). As courts in the common-law realm have reaf-
firmed: “Principles of equity, we were all taught, were intro-
duced by Lord Chancellors and their deputies . . . in order
to provide relief from the inflexibility of common law rules.”
Medforth v. Blake, [1999] 3 All E. R. 97, 110 (C. A.); see
Boulting v. Association of Cinematograph, Television and
Allied Technicians, [1963] 2 Q. B. 606, 636 (C. A.) (“[A]ll rules
of equity [are] flexible, in the sense that [they] develo[p] to
meet the changing situations and conditions of the time.”);
Pettkus v. Becker, [1980] 2 S. C. R. 834, 847, 117 D. L. R. (3d)
257, 273 (“The great advantage of ancient principles of equity
is their flexibility: the judiciary is thus able to shape these
malleable principles so as to accommodate the changing
needs and mores of society.”). This Court’s equation of “eq-
uity” with the rigid application of rules frozen in a bygone
era, I maintain, is thus “unjustifiabl[e]” even as applied to a
law grounded in that era. Grupo Mexicano, 527 U. S., at
336 (Ginsburg, J., dissenting). As applied to a statute like
ERISA, however, such insistence is senseless.
Thus, there is no reason to ask what court would have
entertained Great-West’s claim “[i]n the days of the divided
bench,” ante, at 212, and no need to engage in the antiquar-

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234 GREAT-WEST LIFE & ANNUITY INS. CO. v. KNUDSON
Ginsburg, J., dissenting
ian inquiry through which the majority attempts to answer
that question. Nor would reading § 502(a)(3) to encompass
restitution render the modifier “equitable” “utterly point-
less,” as the Court fears, ante, at 216. Such a construction
would confine the scope of that provision to significantly
“less than all relief,” ante, at 209 (quoting Mertens, 508 U. S.,
at 258, n. 8). Most notably, it would exclude compensatory
and punitive damages, see id., at 255, which, “though occa-
sionally awarded in equity” under the “clean up doctrine,”
Reich v. Continental Casualty Co., 33 F. 3d 754, 756 (CA7
1994), were not typically available in such courts. See 1
S. Symons, Pomeroy’s Equity Jurisprudence § 181, p. 257 (5th
ed. 1941). That large limitation is indeed “unmistakable.”
But cf. ante, at 217. In sum, the reading I would adopt is
entirely faithful to the core holding of Mertens: “[E]quitable
relief ” in § 502(a)(3) “refer[s] to those categories of relief that
were typically available in equity (such as injunction, man-
damus, and restitution, but not compensatory damages).”
508 U. S., at 256.
* * *
Today’s decision needlessly obscures the meaning and com-
plicates the application of § 502(a)(3). The Court’s interpre-
tation of that provision embroils federal courts in “recondite
controversies better left to legal historians,” Terry, 494 U. S.,
at 576 (Brennan, J., concurring in part and concurring in
judgment), and yields results that are demonstrably at odds
with Congress’ goals in enacting ERISA. Because in my
view Congress cannot plausibly be said to have “carefully
crafted” such confusion, ante, at 221, I dissent.