AETNA HEALTH INC., fka AETNA U. S. HEALTHCARE INC., et al. v. DAVILA

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Syllabus
AETNA HEALTH INC., fka AETNA U. S.
HEALTHCARE INC., et al. v. DAVILA
certiorari to the united states court of appeals for
the fifth circuit
No. 02–1845. Argued March 23, 2004—Decided June 21, 2004*
Respondents brought separate Texas state-court suits, alleging that peti-
tioners, their health maintenance organizations (HMOs), had refused to
cover certain medical services in violation of an HMO’s duty “to exercise
ordinary care” under the Texas Health Care Liability Act (THCLA),
and that those refusals “proximately caused” respondents’ injuries.
Petitioners removed the cases to federal courts, claiming that the ac-
tions fit within the scope of, and were thus completely pre-empted
by, § 502 of the Employee Retirement Income Security Act of 1974
(ERISA). The District Courts agreed, declined to remand the cases to
state court, and dismissed the complaints with prejudice after respond-
ents refused to amend them to bring explicit ERISA claims. Consol-
idating these and other cases, the Fifth Circuit reversed. It found that
respondents’ claims did not fall under ERISA § 502(a)(2), which allows
suit against a plan fiduciary for breaches of fiduciary duty to the plan,
because petitioners were being sued for mixed eligibility and treatment
decisions that were not fiduciary in nature, see Pegram v. Herdrich, 530
U. S. 211; and did not fall within the scope of § 502(a)(1)(B), which pro-
vides a cause of action for the recovery of wrongfully denied benefits,
because THCLA did not duplicate that cause of action, see Rush Pru-
dential HMO, Inc. v. Moran, 536 U. S. 355.
Hel d: Respondents’ st ate causes of ac ti on fa l l w ith i n ERISA
§ 502(a)(1)(B), and are therefore completely pre-empted by ERISA § 502
and removable to federal court. Pp. 207–221.
(a) When a federal statute completely pre-empts a state-law cause of
action, the state claim can be removed. See Beneficial Nat. Bank v.
Anderson, 539 U. S. 1, 8. ERISA is such a statute. Because its pur-
pose is to provide a uniform regulatory regime, ERISA includes ex-
pansive pre-emption provisions, such as ERISA § 502(a)’s integrated en-
forcement mechanism, which are intended to ensure that employee
benefit plan regulation is “exclusively a federal concern,” Alessi v.
Raybestos-Manhattan, Inc., 451 U. S. 504, 523. Any state-law cause of
*Together with No. 03–83, CIGNA HealthCare of Texas, Inc., dba
CIGNA Corp. v. Calad et al., also on certiorari to the same court.

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Syllabus
action that duplicates, supplements, or supplants ERISA’s civil en-
forcement remedy conflicts with clear congressional intent to make that
remedy exclusive, and is therefore pre-empted. ERISA § 502(a)’s pre-
emptive force is still stronger. Since ERISA § 502(a)(1)(B)’s pre-
emptive force mirrors that of § 301 of the Labor Management Relations
Act, 1947, Metropolitan Life Ins. Co. v. Taylor, 481 U. S. 58, 65–66, and
since § 301 converts state causes of actions into federal ones for pur-
poses of determining the propriety of removal, so too does ERISA
§ 502(a)(1)(B). Pp. 207–209.
(b) If an individual, at some point in time, could have brought his
claim under ERISA § 502(a)(1)(B), and where no other independent legal
duty is implicated by a defendant’s actions, then the individual’s cause of
action is completely pre-empted by ERISA § 502(a)(1)(B). Respondents
brought suit only to rectify wrongful benefits denials, and their only
relationship with petitioners is petitioners’ partial administration of
their ERISA-regulated benefit plans; respondents therefore could have
brought § 502(a)(1)(B) claims to recover the allegedly wrongfully denied
benefits. Both respondents allege violations of the THCLA’s duty of
ordinary care, which they claim is entirely independent of any ERISA
duty or the employee benefits plans at issue. However, respondents’
claims do not arise independently of ERISA or the plan terms. If a
managed care entity correctly concluded that, under the relevant plan’s
terms, a particular treatment was not covered, the plan’s failure to cover
the requested treatment would be the proximate cause of any injury
arising from the denial. More significantly, the THCLA provides that
a managed care entity is not subject to THCLA liability if it denies
coverage for a treatment not covered by the plan it administers.
Pp. 210–214.
(c) The Fifth Circuit’s reasons for reaching its contrary conclusion are
all erroneous. First, it found significant that respondents asserted tort,
rather than contract, claims and that they were not seeking reim-
bursement for benefits denied. However, distinguishing between pre-
empted and non-pre-empted claims based on the particular label affixed
to them would allow parties to evade ERISA’s pre-emptive scope simply
by relabeling contract claims as claims for tortious breach of contracts.
And the fact that a state cause of action attempts to authorize remedies
beyond those that ERISA § 502(a) authorizes does not put it outside the
scope of ERISA’s civil enforcement mechanism. See, e. g., Pilot Life
Ins. Co. v. Dedeaux, 481 U. S. 41, 43. Second, the court believed the
plans’ wording immaterial because the claims invoked an external ordi-
nary care duty, but the wording is material to the state causes of action
and the THCLA creates a duty that is not external to respondents’
rights under their respective plans. Finally, nowhere in Rush Pruden-

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202 AETNA HEALTH INC. v. DAVILA
Syllabus
tial did this Court suggest that ERISA § 502(a)’s pre-emptive force is
limited to state causes of action that precisely duplicate an ERISA
§ 502(a) cause. Nor would it be consistent with this Court’s precedent
to do so. Pp. 214–216.
(d) Also unavailing is respondents’ argument that the THCLA is a
law regulating insurance that is saved from pre-emption by ERISA
§ 514(b)(2)(A). This Court’s understanding of § 514(b)(2)(A) is informed
by the overpowering federal policy embodied in ERISA § 502(a), which
is intended to create an exclusive federal remedy, Pilot Life, 481 U. S.,
at 52. Allowing respondents to proceed with their state-law suits
would “pose an obstacle” to that objective. Ibid. Pp. 216–218.
(e) Pegram’s holding that an HMO is not intended to be treated as a
fiduciary to the extent that it makes mixed eligibility decisions acting
through its physicians is not implicated here because petitioners’ cover-
age decisions are pure eligibility decisions. A benefit determination
under ERISA is part and parcel of the ordinary fiduciary responsibilities
connected to the administration of a plan. That it is infused with medi-
cal judgments does not alter this result. Pegram itself recognized this
principle, see 530 U. S., at 231–232. And ERISA and its implementing
regulations confirm this interpretation. Here, petitioners are neither
respondents’ treating physicians nor those physicians’ employees.
Pp. 218–221.
307 F. 3d 298, reversed and remanded.
Thomas, J., delivered the opinion for a unanimous Court. Ginsburg,
J., filed a concurring opinion, in which Breyer, J., joined, post, p. 222.
Miguel A. Estrada argued the cause for petitioners in both
cases. With him on the briefs in No. 02–1845 were Mark A.
Perry, J. Edward Neugebauer, John B. Shely, Kendall M.
Gray, and Roy T. Englert, Jr. On the briefs in No. 03–83
were Robert N. Eccles and Jonathan D. Hacker.
James A. Feldman argued the cause for the United States
as amicus curiae urging reversal. With him on the brief
were Acting Solicitor General Clement, Deputy Solicitor
General Kneedler, Howard M. Radzely, Allen H. Feldman,
Nathaniel I. Spiller, and Edward D. Sieger.
David Mattax, Assistant Attorney General of Texas, ar-
gued the cause for the State of Texas et al. as amici curiae
urging affirmance. With him on the brief were Greg Abbott,

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203 Cite as: 542 U. S. 200 (2004)
Counsel
Attorney General, Barry R. McBee, First Assistant Attor-
ney General, Edward D. Burbach, Deputy Attorney General,
R. Ted Cruz, Solicitor General, Rance L. Craft and Kristo-
fer S. Monson, Assistant Solicitors General, and Anabelle
Rodrı´guez, Secretary of Justice of Puerto Rico, and by the
Attorneys General for their respective States as follows: Bill
Lockyer of California, Richard Blumenthal of Connecticut,
M. Jane Brady of Delaware, Lisa Madigan of Illinois, Phill
Kline of Kansas, Charles C. Foti, Jr., of Louisiana, J. Joseph
Curran, Jr., of Maryland, Mike Hatch of Minnesota, Jere-
miah W. “Jay” Nixon of Missouri, Mike McGrath of Mon-
tana, Brian Sandoval of Nevada, Patricia A. Madrid of
New Mexico, Eliot Spitzer of New York, Jim Petro of Ohio,
W. A. Drew Edmondson of Oklahoma, Hardy Myers of Ore-
gon, Mark L. Shurtleff of Utah, William H. Sorrell of Ver-
mont, and Christine O. Gregoire of Washington.
George Parker Young argued the cause for respondents in
both cases. With him on the brief was Eric Schnapper.†
†Briefs of amici curiae urging reversal were filed for AAHP–HIAA
et al. by Seth P. Waxman, Edward C. DuMont, Kenneth A. Bamberger,
and Stephanie W. Kanwit; for the Association of Federal Health Organiza-
tions by Anthony F. Shelley and James R. Barnett; and for the Chamber
of Commerce of the United States by Glen D. Nager, Traci L. Lovitt,
Stephen A. Bokat, and Robin S. Conrad.
Briefs of amici curiae urging affirmance were filed for AARP et al.
by Sarah Lenz Lock, Michael Schuster, and Judith L. Lichtman; for the
American College of Legal Medicine by Miles J. Zaremski; for the Ameri-
can Medical Association et al. by Gary W. Howell, Thomas Campbell, Jon
N. Ekdahl, Leonard A. Nelson, and Donald P. Wilcox; for the Association
of Trial Lawyers of America by Daniel M. Soloway, Jeffrey Robert White,
and David S. Casey, Jr.; for the California Consumer Health Care Council
et al. by Eugene R. Anderson, Rhonda D. Orin, Daniel J. Healy, and
David Trueman; for Community Rights Counsel et al. by Timothy J. Dow-
ling; for the Council of State Governments et al. by Richard Ruda and
James I. Crowley; for Families USA et al. by Jeffrey Lewis; for the Health
Administration Responsibility Project by Sharon J. Arkin and Harvey
S. Frey; for the National Alliance for Model State Drug Laws by Gerald

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204 AETNA HEALTH INC. v. DAVILA
Opinion of the Court
Justice Thomas delivered the opinion of the Court.
In these consolidated cases, two individuals sued their re-
spective health maintenance organizations (HMOs) for al-
leged failures to exercise ordinary care in the handling of
coverage decisions, in violation of a duty imposed by the
Texas Health Care Liability Act (THCLA), Tex. Civ. Prac. &
Rem. Code Ann. §§ 88.001–88.003 (West 2004 Supp. Pam-
phlet). We granted certiorari to decide whether the indi-
viduals’ causes of action are completely pre-empted by the
“interlocking, interrelated, and interdependent remedial
scheme,” Massachusetts Mut. Life Ins. Co. v. Russell, 473
U. S. 134, 146 (1985), found at § 502(a) of the Employee
Retirement Income Security Act of 1974 (ERISA), 88 Stat.
891, as amended, 29 U. S. C. § 1132(a) et seq. 540 U. S. 981
(2003). We hold that the causes of action are completely
pre-empted and hence removable from state to federal court.
The Court of Appeals, having reached a contrary conclusion,
is reversed.
I
A
Respondent Juan Davila is a participant, and respondent
Ruby Calad is a beneficiary, in ERISA-regulated employee
benefit plans. Their respective plan sponsors had entered
into agreements with petitioners, Aetna Health Inc. and
CIGNA HealthCare of Texas, Inc., to administer the plans.
Under Davila’s plan, for instance, Aetna reviews requests for
coverage and pays providers, such as doctors, hospitals, and
nursing homes, which perform covered services for mem-
bers; under Calad’s plan sponsor’s agreement, CIGNA is re-
sponsible for plan benefits and coverage decisions.
Respondents both suffered injuries allegedly arising from
Aetna’s and CIGNA’s decisions not to provide coverage for
A. McHugh, Jr., and Gregory B. Heller; for United Policyholders by Ar-
nold R. Levinson; and for Senator Edward M. Kennedy et al. by
Mr. Zaremski.

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certain treatment and services recommended by respond-
ents’ treating physicians. Davila’s treating physician pre-
scribed Vioxx to remedy Davila’s arthritis pain, but Aetna
refused to pay for it. Davila did not appeal or contest this
decision, nor did he purchase Vioxx with his own resources
and seek reimbursement. Instead, Davila began taking Na-
prosyn, from which he allegedly suffered a severe reac-
tion that required extensive treatment and hospitalization.
Calad underwent surgery, and although her treating physi-
cian recommended an extended hospital stay, a CIGNA dis-
charge nurse determined that Calad did not meet the plan’s
criteria for a continued hospital stay. CIGNA consequently
denied coverage for the extended hospital stay. Calad expe-
rienced postsurgery complications forcing her to return to
the hospital. She alleges that these complications would not
have occurred had CIGNA approved coverage for a longer
hospital stay.
Respondents brought separate suits in Texas state court
against petitioners. Invoking THCLA § 88.002(a), respond-
ents argued that petitioners’ refusal to cover the requested
services violated their “duty to exercise ordinary care when
making health care treatment decisions,” and that these re-
fusals “proximately caused” their injuries. Ibid. Petition-
ers removed the cases to Federal District Courts, arguing
that respondents’ causes of action fit within the scope of, and
were therefore completely pre-empted by, ERISA § 502(a).
The respective District Courts agreed, and declined to re-
mand the cases to state court. Because respondents refused
to amend their complaints to bring explicit ERISA claims,
the District Courts dismissed the complaints with prejudice.
B
Both Davila and Calad appealed the refusals to remand to
state court. The United States Court of Appeals for the
Fifth Circuit consolidated their cases with several others
raising similar issues. The Court of Appeals recognized

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206 AETNA HEALTH INC. v. DAVILA
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that state causes of action that “duplicat[e] or fal[l] within
the scope of an ERISA § 502(a) remedy” are completely pre-
empted and hence removable to federal court. Roark v.
Humana, Inc., 307 F. 3d 298, 305 (2002) (internal quota-
tion marks omitted). After examining the causes of action
available under § 502(a), the Court of Appeals determined
that respondents’ claims could possibly fall under only two:
§ 502(a)(1)(B), which provides a cause of action for the recov-
ery of wrongfully denied benefits, and § 502(a)(2), which
allows suit against a plan fiduciary for breaches of fiduciary
duty to the plan.
Analyzing § 502(a)(2) first, the Court of Appeals concluded
that, under Pegram v. Herdrich, 530 U. S. 211 (2000), the de-
cisions for which petitioners were being sued were “mixed
eligibility and treatment decisions” and hence were not fidu-
ciary in nature. 307 F. 3d, at 307–308.1 The Court of Ap-
peals next determined that respondents’ claims did not fall
within § 502(a)(1)(B)’s scope. It found significant that re-
spondents “assert tort claims,” while § 502(a)(1)(B) “creates
a cause of action for breach of contract,” id., at 309, and also
that respondents “are not seeking reimbursement for bene-
fits denied them,” but rather request “tort damages” arising
from “an external, statutorily imposed duty of ‘ordinary
care,’ ” ibid. From Rush Prudential HMO, Inc. v. Moran,
536 U. S. 355 (2002), the Court of Appeals derived the princi-
ple that complete pre-emption is limited to situations in
which “States . . . duplicate the causes of action listed in
ERISA § 502(a),” and concluded that “[b]ecause the THCLA
does not provide an action for collecting benefits,” it fell out-
side the scope of § 502(a)(1)(B). 307 F. 3d, at 310–311.
1 In this Court, petitioners do not claim or argue that respondents’
causes of action fall under ERISA § 502(a)(2). Because petitioners do not
argue this point, and since we can resolve these cases entirely by reference
to ERISA § 502(a)(1)(B), we do not address ERISA § 502(a)(2).

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Opinion of the Court
II
A
Under the removal statute, “any civil action brought in a
State court of which the district courts of the United States
have original jurisdiction, may be removed by the defend-
ant” to federal court. 28 U. S. C. § 1441(a). One category
of cases of which district courts have original jurisdiction is
“[f]ederal question” cases: cases “arising under the Constitu-
tion, laws, or treaties of the United States.” § 1331. We
face in these cases the issue whether respondents’ causes of
action arise under federal law.
Ordinarily, determining whether a particular case arises
under federal law turns on the “ ‘well-pleaded complaint’ ”
rule. Franchise Tax Bd. of Cal. v. Construction Laborers
Vacation Trust for Southern Cal., 463 U. S. 1, 9–10 (1983).
The Court has explained that
“whether a case is one arising under the Constitution or
a law or treaty of the United States, in the sense of the
jurisdictional statute[,] . . . must be determined from
what necessarily appears in the plaintiff ’s statement of
his own claim in the bill or declaration, unaided by any-
thing alleged in anticipation of avoidance of defenses
which it is thought the defendant may interpose.” Tay-
lor v. Anderson, 234 U. S. 74, 75–76 (1914).
In particular, the existence of a federal defense normally
does not create statutory “arising under” jurisdiction, Louis-
ville & Nashville R. Co. v. Mottley, 211 U. S. 149 (1908), and
“a defendant may not [generally] remove a case to federal
court unless the plaintiff ’s complaint establishes that the
case ‘arises under’ federal law,” Franchise Tax Bd., supra,
at 10. There is an exception, however, to the well-pleaded
complaint rule. “[W]hen a federal statute wholly displaces
the state-law cause of action through complete pre-emption,”
the state claim can be removed. Beneficial Nat. Bank v.
Anderson, 539 U. S. 1, 8 (2003). This is so because “[w]hen

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the federal statute completely pre-empts the state-law cause
of action, a claim which comes within the scope of that cause
of action, even if pleaded in terms of state law, is in re-
ality based on federal law.” Ibid. ERISA is one of these
statutes.
B
Congress enacted ERISA to “protect . . . the interests of
participants in employee benefit plans and their benefici-
aries” by setting out substantive regulatory requirements
for employee benefit plans and to “provid[e] for appropriate
remedies, sanctions, and ready access to the Federal courts.”
29 U. S. C. § 1001(b). The purpose of ERISA is to provide
a uniform regulatory regime over employee benefit plans.
To this end, ERISA includes expansive pre-emption provi-
sions, see ERISA § 514, 29 U. S. C. § 1144, which are intended
to ensure that employee benefit plan regulation would
be “exclusively a federal concern.” Alessi v. Raybestos-
Manhattan, Inc., 451 U. S. 504, 523 (1981).
ERISA’s “comprehensive legislative scheme” includes “an
integrated system of procedures for enforcement.” Russell,
473 U. S., at 147 (internal quotation marks omitted). This
integrated enforcement mechanism, ERISA § 502(a), 29
U. S. C. § 1132(a), is a distinctive feature of ERISA, and es-
sential to accomplish Congress’ purpose of creating a com-
prehensive statute for the regulation of employee benefit
plans. As the Court said in Pilot Life Ins. Co. v. Dedeaux,
481 U. S. 41 (1987):
“[T]he detailed provisions of § 502(a) set forth a com-
prehensive civil enforcement scheme that represents a
careful balancing of the need for prompt and fair claims
settlement procedures against the public interest in en-
couraging the formation of employee benefit plans. The
policy choices reflected in the inclusion of certain reme-
dies and the exclusion of others under the federal
scheme would be completely undermined if ERISA-plan

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209 Cite as: 542 U. S. 200 (2004)
Opinion of the Court
participants and beneficiaries were free to obtain reme-
dies under state law that Congress rejected in ERISA.
‘The six carefully integrated civil enforcement provi-
sions found in § 502(a) of the statute as finally enacted
. . . provide strong evidence that Congress did not intend
to authorize other remedies that it simply forgot to
incorporate expressly.’ ” Id., at 54 (quoting Russell,
supra, at 146).
Therefore, any state-law cause of action that duplicates, sup-
plements, or supplants the ERISA civil enforcement remedy
conflicts with the clear congressional intent to make the
ERISA remedy exclusive and is therefore pre-empted. See
481 U. S., at 54–56; see also Ingersoll-Rand Co. v. McClen-
don, 498 U. S. 133, 143–145 (1990).
The pre-emptive force of ERISA § 502(a) is still stronger.
In Metropolitan Life Ins. Co. v. Taylor, 481 U. S. 58, 65–66
(1987), the Court determined that the similarity of the lan-
guage used in the Labor Management Relations Act, 1947
(LMRA), and ERISA, combined with the “clear intention” of
Congress “to make § 502(a)(1)(B) suits brought by partici-
pants or beneficiaries federal questions for the purposes
of federal court jurisdiction in like manner as § 301 of
the LMRA,” established that ERISA § 502(a)(1)(B)’s pre-
emptive force mirrored the pre-emptive force of LMRA
§ 301. Since LMRA § 301 converts state causes of action
into federal ones for purposes of determining the propriety
of removal, see Avco Corp. v. Machinists, 390 U. S. 557
(1968), so too does ERISA § 502(a)(1)(B). Thus, the ERISA
civil enforcement mechanism is one of those provisions with
such “extraordinary pre-emptive power” that it “converts an
ordinary state common law complaint into one stating a fed-
eral claim for purposes of the well-pleaded complaint rule.”
Metropolitan Life, 481 U. S., at 65–66. Hence, “causes of
action within the scope of the civil enforcement provisions of
§ 502(a) [are] removable to federal court.” Id., at 66.

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III
A
ERISA § 502(a)(1)(B) provides:
“A civil action may be brought—(1) by a participant or
beneficiary—. . . (B) to recover benefits due to him under
the terms of his plan, to enforce his rights under the
terms of the plan, or to clarify his rights to future
benefits under the terms of the plan.” 29 U. S. C.
§ 1132(a)(1)(B).
This provision is relatively straightforward. If a participant
or beneficiary believes that benefits promised to him under
the terms of the plan are not provided, he can bring suit
seeking provision of those benefits. A participant or bene-
ficiary can also bring suit generically to “enforce his rights”
under the plan, or to clarify any of his rights to future bene-
fits. Any dispute over the precise terms of the plan is re-
solved by a court under a de novo review standard, unless
the terms of the plan “giv[e] the administrator or fiduciary
discretionary authority to determine eligibility for benefits
or to construe the terms of the plan.” Firestone Tire &
Rubber Co. v. Bruch, 489 U. S. 101, 115 (1989).
It follows that if an individual brings suit complaining of a
denial of coverage for medical care, where the individual is
entitled to such coverage only because of the terms of an
ERISA-regulated employee benefit plan, and where no legal
duty (state or federal) independent of ERISA or the plan
terms is violated, then the suit falls “within the scope of ”
ERISA § 502(a)(1)(B). Metropolitan Life, supra, at 66. In
other words, if an individual, at some point in time, could
have brought his claim under ERISA § 502(a)(1)(B), and
where there is no other independent legal duty that is impli-
cated by a defendant’s actions, then the individual’s cause of
action is completely pre-empted by ERISA § 502(a)(1)(B).

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Opinion of the Court
To determine whether respondents’ causes of action fall
“within the scope” of ERISA § 502(a)(1)(B), we must examine
respondents’ complaints, the statute on which their claims
are based (the THCLA), and the various plan documents.
Davila alleges that Aetna provides health coverage under his
employer’s health benefits plan. App. H to Pet. for Cert. in
No. 02–1845, p. 67a, ¶ 11. Davila also alleges that after his
primary care physician prescribed Vioxx, Aetna refused to
pay for it. Id., at 67a, ¶ 12. The only action complained of
was Aetna’s refusal to approve payment for Davila’s Vioxx
prescription. Further, the only relationship Aetna had with
Davila was its partial administration of Davila’s employer’s
benefit plan. See App. JA–25, JA–31, JA–39 to JA–40,
JA–45 to JA–48, JA–108.
Similarly, Calad alleges that she receives, as her husband’s
beneficiary under an ERISA-regulated benefit plan, health
coverage from CIGNA. Id., at JA–184, ¶ 17. She alleges
that she was informed by CIGNA, upon admittance into a
hospital for major surgery, that she would be authorized to
stay for only one day. Id., at JA–184, ¶ 18. She also alleges
that CIGNA, acting through a discharge nurse, refused to
authorize more than a single day despite the advice and rec-
ommendation of her treating physician. Id., at JA–185,
¶¶ 20, 21. Calad contests only CIGNA’s decision to refuse
coverage for her hospital stay. Id., at JA–185, ¶ 20. And,
as in Davila’s case, the only connection between Calad and
CIGNA is CIGNA’s administration of portions of Calad’s
ERISA-regulated benefit plan. Id., at JA–219 to JA–221.
It is clear, then, that respondents complain only about de-
nials of coverage promised under the terms of ERISA-
regulated employee benefit plans. Upon the denial of ben-
efits, respondents could have paid for the treatment
themselves and then sought reimbursement through a
§ 502(a)(1)(B) action, or sought a preliminary injunction, see
Pryzbowski v. U. S. Healthcare, Inc., 245 F. 3d 266, 274 (CA3

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212 AETNA HEALTH INC. v. DAVILA
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2001) (giving examples where federal courts have issued
such preliminary injunctions).2
Respondents contend, however, that the complained-of ac-
tions violate legal duties that arise independently of ERISA
or the terms of the employee benefit plans at issue in these
cases. Both respondents brought suit specifically under the
THCLA, alleging that petitioners “controlled, influenced,
participated in and made decisions which affected the quality
of the diagnosis, care, and treatment provided” in a manner
that violated “the duty of ordinary care set forth in §§ 88.001
and 88.002.” App. H to Pet. for Cert. in No. 02–1845, at 69a,
¶ 18; see also App. JA–187, ¶ 28. Respondents contend that
this duty of ordinary care is an independent legal duty.
They analogize to this Court’s decisions interpreting LMRA
§ 301, 29 U. S. C. § 185, with particular focus on Caterpil-
lar Inc. v. Williams, 482 U. S. 386 (1987) (suit for breach of
individual employment contract, even if defendant’s action
also constituted a breach of an entirely separate collective-
bargaining agreement, not pre-empted by LMRA § 301).
Because this duty of ordinary care arises independently of
any duty imposed by ERISA or the plan terms, the argu-
ment goes, any civil action to enforce this duty is not within
the scope of the ERISA civil enforcement mechanism.
The duties imposed by the THCLA in the context of these
cases, however, do not arise independently of ERISA or the
plan terms. The THCLA does impose a duty on managed
care entities to “exercise ordinary care when making health
care treatment decisions,” and makes them liable for dam-
ages proximately caused by failures to abide by that duty.
2 Respondents also argue that the benefit due under their ERISA-
regulated employee benefit plans is simply the membership in the respec-
tive HMOs, not coverage for the particular medical treatments that are
delineated in the plan documents. See Brief for Respondents 28–30. Re-
spondents did not identify this possible argument in their brief in opposi-
tion to the petitions for certiorari, and we deem it waived. See this
Court’s Rule 15.2.

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§ 88.002(a). However, if a managed care entity correctly
concluded that, under the terms of the relevant plan, a par-
ticular treatment was not covered, the managed care entity’s
denial of coverage would not be a proximate cause of any
injuries arising from the denial. Rather, the failure of the
plan itself to cover the requested treatment would be the
proximate cause.3 More significantly, the THCLA clearly
states that “[t]he standards in Subsections (a) and (b) create
no obligation on the part of the health insurance carrier,
health maintenance organization, or other managed care en-
tity to provide to an insured or enrollee treatment which
is not covered by the health care plan of the entity.”
§ 88.002(d). Hence, a managed care entity could not be sub-
ject to liability under the THCLA if it denied coverage for
any treatment not covered by the health care plan that it
was administering.
Thus, interpretation of the terms of respondents’ benefit
plans forms an essential part of their THCLA claim, and
THCLA liability would exist here only because of petition-
ers’ administration of ERISA-regulated benefit plans. Peti-
tioners’ potential liability under the THCLA in these cases,
then, derives entirely from the particular rights and obliga-
tions established by the benefit plans. So, unlike the state-
law claims in Caterpillar, supra, respondents’ THCLA
causes of action are not entirely independent of the feder-
ally regulated contract itself. Cf. Allis-Chalmers Corp. v.
Lueck, 471 U. S. 202, 217 (1985) (state-law tort of bad-faith
handling of insurance claim pre-empted by LMRA § 301,
since the “duties imposed and rights established through the
state tort . . . derive[d] from the rights and obligations estab-
lished by the contract”); Steelworkers v. Rawson, 495 U. S.
3 To take a clear example, if the terms of the health care plan specifically
exclude from coverage the cost of an appendectomy, then any injuries
caused by the refusal to cover the appendectomy are properly attributed
to the terms of the plan itself, not the managed care entity that applied
those terms.

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214 AETNA HEALTH INC. v. DAVILA
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362, 371 (1990) (state-law tort action brought due to alleged
negligence in the inspection of a mine was pre-empted,
as the duty to inspect the mine arose solely out of the
collective-bargaining agreement).
Hence, respondents bring suit only to rectify a wrongful
denial of benefits promised under ERISA-regulated plans,
and do not attempt to remedy any violation of a legal
duty independent of ERISA. We hold that respondents’
state causes of action fall “within the scope of ” ERISA
§ 502(a)(1)(B), Metropolitan Life, 481 U. S., at 66, and are
therefore completely pre-empted by ERISA § 502 and re-
movable to federal district court.4
B
The Court of Appeals came to a contrary conclusion for
several reasons, all of them erroneous. First, the Court of
Appeals found significant that respondents “assert a tort
claim for tort damages” rather than “a contract claim for
contract damages,” and that respondents “are not seeking
reimbursement for benefits denied them.” 307 F. 3d, at 309.
But, distinguishing between pre-empted and non-pre-empted
claims based on the particular label affixed to them would
“elevate form over substance and allow parties to evade”
the pre-emptive scope of ERISA simply “by relabeling their
contract claims as claims for tortious breach of contract.”
Allis-Chalmers, supra, at 211. Nor can the mere fact that
the state cause of action attempts to authorize remedies
beyond those authorized by ERISA § 502(a) put the cause
4 Respondents also argue that ERISA § 502(a) completely pre-empts a
state cause of action only if the cause of action would be pre-empted under
ERISA § 514(a); respondents then argue that their causes of action do not
fall under the terms of § 514(a). But a state cause of action that provides
an alternative remedy to those provided by the ERISA civil enforcement
mechanism conflicts with Congress’ clear intent to make the ERISA mech-
anism exclusive. See Ingersoll-Rand Co. v. McClendon, 498 U. S. 133, 142
(1990) (holding that “[e]ven if there were no express pre-emption [under
ERISA § 514(a)]” of the cause of action in that case, it “would be pre-
empted because it conflict[ed] directly with an ERISA cause of action”).

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of action outside the scope of the ERISA civil enforce-
ment mechanism. In Pilot Life, Metropolitan Life, and
Ingersoll-Rand, the plaintiffs all brought state claims that
were labeled either tort or tort-like. See Pilot Life, 481
U. S., at 43 (suit for, inter alia, “ ‘Tortious Breach of Con-
tract’ ”); Metropolitan Life, supra, at 61–62 (suit requesting
damages for “mental anguish caused by breach of [the] con-
tract”); Ingersoll-Rand, 498 U. S., at 136 (suit brought under
various tort and contract theories). And, the plaintiffs in
these three cases all sought remedies beyond those author-
ized under ERISA. See Pilot Life, supra, at 43 (compensa-
tory and punitive damages); Metropolitan Life, supra, at 61
(mental anguish); Ingersoll-Rand, supra, at 136 (punitive
damages, mental anguish). And, in all these cases, the
plaintiffs’ claims were pre-empted. The limited remedies
available under ERISA are an inherent part of the “careful
balancing” between ensuring fair and prompt enforcement
of rights under a plan and the encouragement of the creation
of such plans. Pilot Life, supra, at 55.
Second, the Court of Appeals believed that “the wording
of [respondents’] plans is immaterial” to their claims, as
“they invoke an external, statutorily imposed duty of ‘ordi-
nary care.’ ” 307 F. 3d, at 309. But as we have already dis-
cussed, the wording of the plans is certainly material to their
state causes of action, and the duty of “ordinary care” that
the THCLA creates is not external to their rights under
their respective plans.
Ultimately, the Court of Appeals rested its decision on one
line from Rush Prudential. There, we described our hold-
ing in Ingersoll-Rand as follows: “[W]hile state law dupli-
cated the elements of a claim available under ERISA, it con-
verted the remedy from an equitable one under § 1132(a)(3)
(available exclusively in federal district courts) into a legal
one for money damages (available in a state tribunal).” 536
U. S., at 379. The point of this sentence was to describe why
the state cause of action in Ingersoll-Rand was pre-empted
by ERISA § 502(a): It was pre-empted because it attempted

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216 AETNA HEALTH INC. v. DAVILA
Opinion of the Court
to convert an equitable remedy into a legal remedy. No-
where in Rush Prudential did we suggest that the pre-
emptive force of ERISA § 502(a) is limited to the situation in
which a state cause of action precisely duplicates a cause of
action under ERISA § 502(a).
Nor would it be consistent with our precedent to conclude
that only strictly duplicative state causes of action are pre-
empted. Frequently, in order to receive exemplary dam-
ages on a state claim, a plaintiff must prove facts beyond
the bare minimum necessary to establish entitlement to an
award. Cf. Allis-Chalmers, 471 U. S., at 217 (bad-faith re-
fusal to honor a claim needed to be proved in order to re-
cover exemplary damages). In order to recover for mental
anguish, for instance, the plaintiffs in Ingersoll-Rand and
Metropolitan Life would presumably have had to prove the
existence of mental anguish; there is no such element in an
ordinary suit brought under ERISA § 502(a)(1)(B). See
Ingersoll-Rand, supra, at 136; Metropolitan Life, supra,
at 61. This did not save these state causes of action from
pre-emption. Congress’ intent to make the ERISA civil en-
forcement mechanism exclusive would be undermined if
state causes of action that supplement the ERISA § 502(a)
remedies were permitted, even if the elements of the state
cause of action did not precisely duplicate the elements of an
ERISA claim.
C
Respondents also argue—for the first time in their brief
to this Court—that the THCLA is a law that regulates insur-
ance, and hence that ERISA § 514(b)(2)(A) saves their causes
of action from pre-emption (and thereby from complete pre-
emption).5 This argument is unavailing. The existence of
5 ERISA § 514(b)(2)(A), 29 U. S. C. § 1144(b)(2)(A), reads, as relevant:
“[N]othing in this subchapter shall be construed to exempt or relieve any
person from any law of any State which regulates insurance, banking,
or securities.”

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a comprehensive remedial scheme can demonstrate an “over-
powering federal policy” that determines the interpretation
of a statutory provision designed to save state law from
being pre-empted. Rush Prudential, 536 U. S., at 375.
ERISA’s civil enforcement provision is one such example.
See ibid.
As this Court stated in Pilot Life, “our understanding of
[§ 514(b)(2)(A)] must be informed by the legislative intent
concerning the civil enforcement provisions provided by
ERISA § 502(a), 29 U. S. C. § 1132(a).” 481 U. S., at 52. The
Court concluded that “[t]he policy choices reflected in the
inclusion of certain remedies and the exclusion of others
under the federal scheme would be completely undermined
if ERISA-plan participants and beneficiaries were free to ob-
tain remedies under state law that Congress rejected in
ERISA.” Id., at 54. The Court then held, based on
“the common-sense understanding of the saving clause,
the McCarran-Ferguson Act factors defining the busi-
ness of insurance, and, most importantly, the clear ex-
pression of congressional intent that ERISA’s civil en-
forcement scheme be exclusive, . . . that [the plaintiff ’s]
state law suit asserting improper processing of a claim
for benefits under an ERISA-regulated plan is not saved
by § 514(b)(2)(A).” Id., at 57 (emphasis added).
Pilot Life’s reasoning applies here with full force. Allow-
ing respondents to proceed with their state-law suits would
“pose an obstacle to the purposes and objectives of Con-
gress.” Id., at 52. As this Court has recognized in both
Rush Prudential and Pilot Life, ERISA § 514(b)(2)(A) must
be interpreted in light of the congressional intent to create
an exclusive federal remedy in ERISA § 502(a). Under ordi-
nary principles of conflict pre-emption, then, even a state law
that can arguably be characterized as “regulating insurance”
will be pre-empted if it provides a separate vehicle to assert

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218 AETNA HEALTH INC. v. DAVILA
Opinion of the Court
a claim for benefits outside of, or in addition to, ERISA’s
remedial scheme.
IV
Respondents, their amici, and some Courts of Appeals
have relied heavily upon Pegram v. Herdrich, 530 U. S. 211
(2000), in arguing that ERISA does not pre-empt or com-
pletely pre-empt state suits such as respondents’. They
contend that Pegram makes it clear that causes of action
such as respondents’ do not “relate to [an] employee benefit
plan,” ERISA § 514(a), 29 U. S. C. § 1144(a), and hence are
not pre-empted. See Brief for Respondents 35–38; Cicio v.
Does, 321 F. 3d 83, 100–104 (CA2 2003), cert. pending sub
nom. Vytra Healthcare v. Cicio, No. 03–69 [Reporter’s
Note: See post, p. 933]; see also Land v. CIGNA Healthcare
of Fla., 339 F. 3d 1286, 1292–1294 (CA11 2003).
Pegram cannot be read so broadly. In Pegram, the plain-
tiff sued her physician-owned-and-operated HMO (which pro-
vided medical coverage through plaintiff ’s employer pursu-
ant to an ERISA-regulated benefit plan) and her treating
physician, both for medical malpractice and for a breach of
an ERISA fiduciary duty. See 530 U. S., at 215–216. The
plaintiff ’s treating physician was also the person charged
with administering plaintiff ’s benefits; it was she who de-
cided whether certain treatments were covered. See id., at
228. We reasoned that the physician’s “eligibility decision
and the treatment decision were inextricably mixed.” Id.,
at 229. We concluded that “Congress did not intend [the
defendant HMO] or any other HMO to be treated as a fidu-
ciary to the extent that it makes mixed eligibility decisions
acting through its physicians.” Id., at 231.
A benefit determination under ERISA, though, is gener-
ally a fiduciary act. See Bruch, 489 U. S., at 111–113. “At
common law, fiduciary duties characteristically attach to de-
cisions about managing assets and distributing property to
beneficiaries.” Pegram, supra, at 231; cf. 2A A. Scott &
W. Fratcher, Law of Trusts §§ 182, 183 (4th ed. 1987);

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219 Cite as: 542 U. S. 200 (2004)
Opinion of the Court
G. Bogert & G. Bogert, Law of Trusts & Trustees § 541 (rev.
2d ed. 1993). Hence, a benefit determination is part and par-
cel of the ordinary fiduciary responsibilities connected to the
administration of a plan. See Varity Corp. v. Howe, 516
U. S. 489, 512 (1996) (relevant plan fiduciaries owe a “fidu-
ciary duty with respect to the interpretation of plan docu-
ments and the payment of claims”). The fact that a benefits
determination is infused with medical judgments does not
alter this result.
Pegram itself recognized this principle. Pegram, in high-
lighting its conclusion that “mixed eligibility decisions” were
not fiduciary in nature, contrasted the operation of “[t]radi-
tional trustees administer[ing] a medical trust” and “physi-
cians through whom HMOs act.” 530 U. S., at 231–232. A
traditional medical trust is administered by “paying out
money to buy medical care, whereas physicians making
mixed eligibility decisions consume the money as well.”
Ibid. And, significantly, the Court stated that “[p]rivate
trustees do not make treatment judgments.” Id., at 232.
But a trustee managing a medical trust undoubtedly must
make administrative decisions that require the exercise of
medical judgment. Petitioners are not the employers of re-
spondents’ treating physicians and are therefore in a some-
what analogous position to that of a trustee for a traditional
medical trust.6
6 Both Pilot Life and Metropolitan Life support this understanding.
The plaintiffs in Pilot Life and Metropolitan Life challenged disability
determinations made by the insurers of their ERISA-regulated employee
benefit plans. See Pilot Life Ins. Co. v. Dedeaux, 481 U. S. 41, 43 (1987);
Metropolitan Life Ins. Co. v. Taylor, 481 U. S. 58, 61 (1987). A disability
determination often involves medical judgments. See, e. g., ibid. (plaintiff
determined not to be disabled only after a medical examination under-
taken by one of his employer’s physicians). Yet, in both Pilot Life and
Metropolitan Life, the Court held that the causes of action were pre-
empted. Cf. Black & Decker Disability Plan v. Nord, 538 U. S. 822 (2003)
(discussing “treating physician” rule in the context of disability determina-
tions made by ERISA-regulated disability plans).

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ERISA itself and its implementing regulations confirm
this interpretation. ERISA defines a fiduciary as any per-
son “to the extent . . . he has any discretionary author-
ity or discretionary responsibility in the administration of
[an employee benefit] plan. ” § 3(21)(A)(iii), 29 U. S. C.
§ 1002(21)(A)(iii). When administering employee benefit
plans, HMOs must make discretionary decisions regarding
eligibility for plan benefits, and, in this regard, must be
treated as plan fiduciaries. See Varity Corp., supra, at 511
(plan administrator “engages in a fiduciary act when making
a discretionary determination about whether a claimant is
entitled to benefits under the terms of the plan documents”).
Also, ERISA § 503, which specifies minimum requirements
for a plan’s claim procedure, requires plans to “afford a rea-
sonable opportunity to any participant whose claim for bene-
fits has been denied for a full and fair review by the appro-
priate named fiduciary of the decision denying the claim.”
29 U. S. C. § 1133(2). This strongly suggests that the ulti-
mate decisionmaker in a plan regarding an award of benefits
must be a fiduciary and must be acting as a fiduciary when
determining a participant’s or beneficiary’s claim. The rele-
vant regulations also establish extensive requirements to en-
sure full and fair review of benefit denials. See 29 CFR
§ 2560.503–1 (2003). These regulations, on their face, apply
equally to health benefit plans and other plans, and do not
draw distinctions between medical and nonmedical benefits
determinations. Indeed, the regulations strongly imply
that benefits determinations involving medical judgments
are, just as much as any other benefits determinations, ac-
tions by plan fiduciaries. See, e. g., § 2560.503–1(h)(3)(iii).
Classifying any entity with discretionary authority over ben-
efits determinations as anything but a plan fiduciary would
thus conflict with ERISA’s statutory and regulatory scheme.
Since administrators making benefits determinations, even
determinations based extensively on medical judgments, are
ordinarily acting as plan fiduciaries, it was essential to Pe-

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221 Cite as: 542 U. S. 200 (2004)
Opinion of the Court
gram’s conclusion that the decisions challenged there were
truly “mixed eligibility and treatment decisions,” 530 U. S.,
at 229, i. e., medical necessity decisions made by the plain-
tiff ’s treating physician qua treating physician and qua bene-
fits administrator. Put another way, the reasoning of Pe-
gram “only make[s] sense where the underlying negligence
also plausibly constitutes medical maltreatment by a party
who can be deemed to be a treating physician or such a phy-
sician’s employer.” Cicio, 321 F. 3d, at 109 (Calabresi, J.,
dissenting in part). Here, however, petitioners are neither
respondents’ treating physicians nor the employers of re-
spondents’ treating physicians. Petitioners’ coverage deci-
sions, then, are pure eligibility decisions, and Pegram is not
implicated.
V
We hold that respondents’ causes of action, brought to
remedy only the denial of benefits under ERISA-regulated
benefit plans, fall within the scope of, and are completely
pre-empted by, ERISA § 502(a)(1)(B), and thus removable to
federal district court. The judgment of the Court of Ap-
peals is reversed, and the cases are remanded for further
proceedings consistent with this opinion.7
It is so ordered.
7 The United States, as amicus, suggests that some individuals in re-
spondents’ positions could possibly receive some form of “make-whole”
relief under ERISA § 502(a)(3). Brief for United States as Amicus Cu-
riae 27, n. 13. However, after their respective District Courts denied
their motions for remand, respondents had the opportunity to amend their
complaints to bring expressly a claim under ERISA § 502(a). Respond-
ents declined to do so; the District Courts therefore dismissed their com-
plaints with prejudice. See App. JA–147 to JA–148; id., at JA–298; App.
B to Pet. for Cert. in No. 02–1845, pp. 34a–35a; App. B to Pet. for Cert. in
No. 03–83, p. 40a. Respondents have thus chosen not to pursue any
ERISA claim, including any claim arising under ERISA § 502(a)(3). The
scope of this provision, then, is not before us, and we do not address it.

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222 AETNA HEALTH INC. v. DAVILA
Ginsburg, J., concurring
Justice Ginsburg, with whom Justice Breyer joins,
concurring.
The Court today holds that the claims respondents as-
serted under Texas law are totally preempted by § 502(a)
of the Employee Retirement Income Security Act of 1974
(ERISA or Act), 29 U. S. C. § 1132(a). That decision is con-
sistent with our governing case law on ERISA’s preemp-
tive scope. I therefore join the Court’s opinion. But, with
greater enthusiasm, as indicated by my dissenting opinion in
Great-West Life & Annuity Ins. Co. v. Knudson, 534 U. S.
204 (2002), I also join “the rising judicial chorus urging that
Congress and [this] Court revisit what is an unjust and in-
creasingly tangled ERISA regime.” DiFelice v. AETNA
U. S. Healthcare, 346 F. 3d 442, 453 (CA3 2003) (Becker, J.,
concurring).
Because the Court has coupled an encompassing interpre-
tation of ERISA’s preemptive force with a cramped con-
struction of the “equitable relief ” allowable under § 502(a)(3),
a “regulatory vacuum” exists: “[V]irtually all state law
remedies are preempted but very few federal substitutes
are provided.” Id., at 456, 457 (internal quotation marks
omitted).
A series of the Court’s decisions has yielded a host of sit-
uations in which persons adversely affected by ERISA-
proscribed wrongdoing cannot gain make-whole relief.
First, in Massachusetts Mut. Life Ins. Co. v. Russell, 473
U. S. 134 (1985), the Court stated, in dicta: “[T]here is a stark
absence—in [ERISA] itself and in its legislative history—of
any reference to an intention to authorize the recovery of
extracontractual damages” for consequential injuries. Id.,
at 148. Then, in Mertens v. Hewitt Associates, 508 U. S. 248
(1993), the Court held that § 502(a)(3)’s term “ ‘equitable re-
lief ’ . . . refer[s] to those categories of relief that were typi-
cally available in equity (such as injunction, mandamus, and
restitution, but not compensatory damages).” Id., at 256
(emphasis in original). Most recently, in Great-West, the

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Ginsburg, J., concurring
Court ruled that, as Ҥ 502(a)(3), by its terms, only allows for
equitable relief,” the provision excludes “the imposition of
personal liability . . . for a contractual obligation to pay
money.” 534 U. S., at 221 (emphasis in original).
As the array of lower court cases and opinions documents,
see, e. g., DiFelice; Cicio v. Does, 321 F. 3d 83 (CA2 2003),
cert. pending sub nom. Vytra Healthcare v. Cicio, No. 03–69
[Reporter’s Note: See post, p. 933], fresh consideration of
the availability of consequential damages under § 502(a)(3) is
plainly in order. See 321 F. 3d, at 106, 107 (Calabresi, J.,
dissenting in part) (“gaping wound” caused by the breadth
of preemption and limited remedies under ERISA, as inter-
preted by this Court, will not be healed until the Court
“start[s] over” or Congress “wipe[s] the slate clean”); DiFel-
ice, 346 F. 3d, at 467 (“The vital thing . . . is that either
Congress or the Court act quickly, because the current situa-
tion is plainly untenable.”); Langbein, What ERISA Means
by “Equitable”: The Supreme Court’s Trail of Error in Rus-
sell, Mertens, and Great-West, 103 Colum. L. Rev. 1317, 1365
(2003) (hereinafter Langbein) (“The Supreme Court needs to
. . . realign ERISA remedy law with the trust remedial tradi-
tion that Congress intended [when it provided in § 502(a)(3)
for] ‘appropriate equitable relief.’ ”).
The Government notes a potential amelioration. Recog-
nizing that “this Court has construed Section 502(a)(3) not
to authorize an award of money damages against a non-
fiduciary,” the Government suggests that the Act, as cur-
rently written and interpreted, may “allo[w] at least some
forms of ‘make-whole’ relief against a breaching fiduciary in
light of the general availability of such relief in equity at
the time of the divided bench.” Brief for United States as
Amicus Curiae 27–28, n. 13 (emphases added); cf. ante, at
220 (“entity with discretionary authority over benefits deter-
minations” is a “plan fiduciary”); Tr. of Oral Arg. 13 (“Aetna
is [a fiduciary]—and CIGNA is for purposes of claims proc-
essing.”). As the Court points out, respondents here de-

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224 AETNA HEALTH INC. v. DAVILA
Ginsburg, J., concurring
clined the opportunity to amend their complaints to state
claims for relief under § 502(a); the District Court, therefore,
properly dismissed their suits with prejudice. See ante, at
221, n. 7. But the Government’s suggestion may indicate an
effective remedy others similarly circumstanced might fruit-
fully pursue.
“Congress . . . intended ERISA to replicate the core prin-
ciples of trust remedy law, including the make-whole stand-
ard of relief.” Langbein 1319. I anticipate that Congress,
or this Court, will one day so confirm.