Newpage Wis. System Inc. v. Steel

• Citation: 191 L.R.R.M. (BNA) 2030,651 F.3d 775
• Decision Date: 12 July 2011
• Docket Number: No. 10–2887.,10–2887.
• Court: United States Courts of Appeals. United States Court of Appeals (7th Circuit)
• Parties: NEWPAGE WISCONSIN SYSTEM INC. and NPWSI Retiree Health Plan, Plaintiffs–Appellants,v.UNITED STEEL, PAPER & FORESTRY, RUBBER, MANUFACTURING, ENERGY ALLIED INDUSTRIAL AND SERVICE WORKERS INTERNATIONAL UNION, AFL–CIO/CLC, et al., Defendants–Appellees.

651 F.3d 775

191 L.R.R.M. (BNA) 2030

NEWPAGE WISCONSIN SYSTEM INC. and NPWSI Retiree Health Plan, Plaintiffs–Appellants,

v.UNITED STEEL, PAPER & FORESTRY, RUBBER, MANUFACTURING, ENERGY ALLIED INDUSTRIAL AND SERVICE WORKERS INTERNATIONAL UNION, AFL–CIO/CLC, et al., Defendants–Appellees.

No. 10–2887.

United States Court of Appeals, Seventh Circuit.

Argued April 5, 2011.Decided July 12, 2011.

Jack F. Fuchs (argued), Attorney, Thompson Hine, Cincinnati, OH, for Plaintiffs–Appellants.William T. Payne (argued), Attorney, Stember Feinstein Doyle Payne, LLC, Pittsburgh, PA, for Defendants–Appellees.Before EASTERBROOK, Chief Judge, BAUER, Circuit Judge, and YOUNG, District Judge.^†EASTERBROOK, Chief Judge.

NewPage Wisconsin System Inc. operates paper mills in Wisconsin. It provides health care as a fringe benefit for current and former workers. Its Retiree Health Plan is governed by a series of collective bargaining agreements between NewPage Wisconsin and the United Steel Workers Union. (The agreements were made by predecessors of both NewPage Wisconsin and the Union, but we use the current names for simplicity.) NewPage Wisconsin recently closed several mills as a cost-saving measure. Seeking further savings, it eliminated the subsidy for medical care of retirees who are 65 or older.

Asserting that this change violated both the CBA and the Retiree Health Plan, the Union filed suit in December 2009 under § 301 of the Labor Management Relations Act (LMRA), 29 U.S.C. § 185, and § 502 of the Employee Retirement Income Security Act (ERISA), 29 U.S.C. § 1132. That suit is not the subject of this appeal, however, because it was filed in the Southern District of Ohio.

Five weeks after the Union filed its suit in Ohio, NewPage Wisconsin filed a declaratory-judgment action in the Western District of Wisconsin. This suit raises the same substantive issues as the Union's but did not last long: the district court dismissed it on the pleadings. 2010 WL 2813638, 2010 U.S. Dist. Lexis 71511 (W.D.Wis. July 16, 2010). The court held that it did not have subject-matter jurisdiction over the ERISA claim because § 502(a)(3) does not authorize relief when “plan administrators ... seek declaration of their right to reduce or deny benefits.” Id. at *7, 2010 U.S. Dist. Lexis 71511 at *22. The court concluded that it had jurisdiction over the LMRA claim but exercised its discretion to dismiss in favor of the Union's suit in Ohio. Id. at *9–10, 2010 U.S. Dist. Lexis 71511 at *28–29. NewPage Wisconsin's appeal challenges both aspects of the district court's decision.

Declaratory judgment actions are authorized, see 28 U.S.C. § 2201, as long as there is an actual controversy between the two parties. MedImmune, Inc. v. Genentech, Inc., 549 U.S. 118, 127, 127 S.Ct. 764, 166 L.Ed.2d 604 (2007). Yet § 2201 is not a grant of subject-matter jurisdiction, so the district court properly looked to the substantive claims to determine whether it had jurisdiction. Franchise Tax Board v. Construction Laborers Vacation Trust, 463 U.S. 1, 103 S.Ct. 2841, 77 L.Ed.2d 420 (1983); Ameritech Benefit Plan Committee v. Communication Workers of America, 220 F.3d 814, 818 (7th Cir.2000).

Section 502(a)(3) of ERISA states that a civil action may be brought “by a participant, beneficiary, or fiduciary ... to obtain appropriate equitable relief” or to enforce any terms of the plan. Although NewPage Wisconsin is a fiduciary and can therefore request “appropriate equitable relief” from a district court, relief properly called “legal” rather than “equitable” is not covered by § 502(a)(3)—and not all equitable relief is “appropriate” in a given suit. See CIGNA Corp. v. Amara, ––– U.S. ––––, 131 S.Ct. 1866, 179 L.Ed.2d 843 (2011); Sereboff v. Mid Atlantic Medical Services, Inc., 547 U.S. 356, 126 S.Ct. 1869, 164 L.Ed.2d 612 (2006); Great–West Life & Annuity Insurance Co. v. Knudson, 534 U.S. 204, 122 S.Ct. 708, 151 L.Ed.2d 635 (2002); Mertens v. Hewitt Associates, 508 U.S. 248, 113 S.Ct. 2063, 124 L.Ed.2d 161 (1993).

NewPage Wisconsin wants the district court to declare that the changes it made to the Retiree Health Plan are consistent with its legal obligations. Looking at NewPage Wisconsin's complaint, we cannot identify any request for “appropriate equitable relief” that would bring its claim within § 502(a)(3). The complaint neither requests equitable relief nor asks the court for help in enforcing the Plan. See Massey Ferguson Division of Varity Corp. v. Gurley, 51 F.3d 102, 103 (7th Cir.1995) (dictum); Transamerica Occidental Life Insurance Co. v. DiGregorio, 811 F.2d 1249 (9th Cir.1987).

The district judge assumed that, if a complaint does not seek relief authorized by § 502(a)(3), there cannot be subject-matter jurisdiction. Yet jurisdiction depends on a claim arising under federal law, not on whether a particular remedy is available or whether a claim is sound on the merits. See Bell v. Hood, 327 U.S. 678, 66 S.Ct. 773, 90 L.Ed. 939 (1946). Section 502(a) concerns remedies, not jurisdiction. We know from Grable & Sons Metal Products, Inc. v. Darue Engineering & Manufacturing, 545 U.S. 308, 316–20, 125 S.Ct. 2363, 162 L.Ed.2d 257 (2005), that statutory authority to supply a remedy is a sufficient but not a necessary component of federal jurisdiction. Although § 502(a)(3) does not authorize equitable relief for an employer, there remains § 2201, which authorizes declaratory judgments.

The jurisdictional counterpart to § 502(a) is § 502(e), which says that district courts have jurisdiction of actions “under this subchapter”. NewPage Wisconsin made a claim for a declaratory judgment “under this subchapter”—that is, under ERISA. Whether a claim is good differs from the question whether a district court possesses jurisdiction, a matter of adjudicatory competence. See, e.g., Morrison v. National Australia Bank Ltd., ––– U.S. ––––, 130 S.Ct. 2869, 2876–77, 177 L.Ed.2d 535 (2010). A federal district court is the right forum for a dispute about the meaning of ERISA and the validity of changes to a welfare-benefit plan.

The district judge may have been thrown off by the fact that declaratory-judgment suits often are defensive in nature, as this one is. To decide whether a declaratory-judgment action comes within federal jurisdiction, a court must dig below the surface of the complaint and look at the underlying controversy. If a well-pleaded complaint by the defendant (the “natural” plaintiff) would have arisen under federal law, then the court has jurisdiction when the “natural” defendant brings a declaratory-judgment suit. See Public Service Commission v. Wycoff Co., 344 U.S. 237, 248, 73 S.Ct. 236, 97 L.Ed. 291 (1952); DeBartolo v. Healthsouth Corp., 569 F.3d 736 (7th Cir.2009); Wisconsin v. Ho–Chunk Nation, 512 F.3d 921 (7th Cir.2008).

The Union has made the court's work easy by describing the controversy in its Ohio complaint (where it was the plaintiff):

Defendants' repudiation of the terms of the Plan is actionable under ERISA § 502(a)(1)(B) and (a)(3).... These ERISA provisions allow a participant or beneficiary to bring a civil action “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, ...”.

The Union asked the court to “permanently enjoin Defendants from terminating or modifying retiree health insurance coverage provided to Class Members under the collectively-bargained agreements.” The Union's request that the district court prevent NewPage Wisconsin from altering the Plan arises under § 502(a)(3) as well as § 502(a)(1). Because the Union's suit thus came within the grant of jurisdiction in § 502(e), this mirror-image suit by the Plan's sponsor also is within federal subject-matter jurisdiction.

Suppose this is wrong. A court still must inquire whether another statute supplies jurisdiction. See Brill v. Countrywide Home Loans, Inc., 427 F.3d 446 (7th Cir.2005). Under 28 U.S.C. § 1331, “district courts shall have original jurisdiction of all civil actions arising under the Constitution, laws, or treaties of the United States”. The Supreme Court has held that ERISA claims are “necessarily federal in character by virtue of the clearly manifested intent of Congress.” Metropolitan Life Insurance v. Taylor, 481 U.S. 58, 67, 107 S.Ct. 1542, 95 L.Ed.2d 55 (1987). See also Bartholet v. Reishauer A.G. (Zürich), 953 F.2d 1073 (7th Cir.1992); Winstead v. J.C. Penney Co., 933 F.2d 576, 580 (7th Cir.1991) (noting that § 1331 would provide subject-matter jurisdiction even if § 502(e) did not). Nothing in § 502 supersedes or abrogates § 1331, and the Supreme Court has suggested that § 1331 provides subject-matter jurisdiction independently of § 502(e). See Peacock v. Thomas, 516 U.S. 349, 354, 116 S.Ct. 862, 133 L.Ed.2d 817 (1996). State law regulating pension and welfare-benefit plans has been displaced, see, e.g., Aetna Health Inc. v. Davila, 542 U.S. 200, 124 S.Ct. 2488, 159 L.Ed.2d 312 (2004), so the claim in this litigation must arise under federal law. Jurisdiction is appropriate under both § 502(e) and § 1331.

The district court found that it had jurisdiction to consider the LMRA claim. 2010 WL 2813638 at *5–6, 2010 U.S. Dist. Lexis 71511 at *17. Yet § 185(a) of the LMRA authorizes suit only for “violations of contracts between an employer and a labor organization representing employees”, and NewPage Wisconsin's complaint did not allege that the Union had violated the CBA. How could the district court have subject-matter jurisdiction over the LMRA claim but not the ERISA claim? It must have jurisdiction over both, or neither; we think that “both” is right given the mirror-image approach to deciding whether a declaratory action arises under federal law.

The reason why the district court distinguished the ERISA claim from the LMRA claim is language in Newell Operating Co. v. United Auto. Workers, 532 F.3d 583 (7th Cir.200...