LANDMARK ERISA DECISION

107 S.Ct. 1549

95 L.Ed.2d 39

55 U.S.L.W. 4471

Security Act of 1974 (ERISA), 88 Stat. 829, as amended, 29 U.S.C. s 1001 et

seq., pre-empts state common law tort and contract actions asserting improper

processing of a claim for benefits under an insured employee benefit

plan.

I

In March 1975, in Gulf Port, Mississippi, respondent Everate W. Dedeaux

injured his back in an accident related to his employment for Entex, Inc.

(Entex). Entex had at this time a long term disability employee benefit plan

established by purchasing a group insurance policy from petitioner, Pilot Life

Insurance Co. (Pilot Life). Entex collected and matched its employees'

contributions to the plan and forwarded those funds to Pilot Life; the

employer also provided forms to its employees for processing disability claims,

and forwarded completed forms to Pilot Life. Pilot Life bore the

responsibility of determining who would receive disability benefits. Although

Dedeaux sought permanent disability benefits following the 1975 accident, Pilot

Life terminated his benefits after two years. During the following three years

Dedeaux's benefits were reinstated and terminated by Pilot Life several times.

In 1980, Dedeaux instituted a diversity action against Pilot Life in the

United States District Court for the Southern District of Mississippi.

Dedeaux's complaint contained three counts: "Tortious Breach of Contract";

"Breach of Fiduciary Duties"; and "Fraud in the Inducement." App. 18-23.

Dedeaux sought "[d]amages for failure to provide benefits under the insurance

policy in a sum to be determined at the time of trial," "[g]eneral damages for

mental and emotional distress and other incidental damages in the sum of

$250,000.00," and "[p]unitive and exemplary damages in the sum of

$500,000.00." Id., at 23-24. Dedeaux did not assert any of the several causes

of action available to him under ERISA, see infra, at ----.

At the close of discovery, PILOT LIFE moved for summary judgment, arguing that

ERISA pre-empted DEDEAUX'S common law claim for failure to pay benefits on the

group insurance policy. The District Court granted PILOT LIFE summary

judgment, finding all DEDEAUX'S claims pre-empted. App. to Pet. Cert. 16a.

The Court of Appeals for the Fifth Circuit reversed, primarily on the basis of

this Court's decision in Metropolitan Life Ins. Co. v. Massachusetts, 471 U.S.

724, 105 S.Ct. 2380, 85 L.Ed.2d 728 (1985). See 770 F.2d 1311 (1985). We

granted certiorari, 478 U.S. ----, 106 S.Ct. 3293, 92 L.Ed.2d 708 (1986), and

now reverse.

II

In ERISA, Congress set out to "protect ... participants in employee benefit plans and their

beneficiaries, by requiring the disclosure and reporting to participants and beneficiaries of

financial and other information with respect thereto, by establishing standards

of conduct, responsibility, and obligation for fiduciaries of employee benefit

plans, and by providing for appropriate remedies, sanctions, and ready access

to the Federal courts." s 2, as set forth in 29 U.S.C. s 1001(b).

ERISA comprehensively regulates, among other things, employee welfare benefit

plans that, "through the purchase of insurance or otherwise," provide medical,

surgical, or hospital care, or benefits in the event of sickness, accident,

disability or death. s 3(1), 29 U.S.C. s 1002(1).

Congress capped off the massive undertaking of ERISA with three provisions

relating to the pre-emptive effect of the federal legislation:

"Except as provided in subsection (b) of this section [the saving clause],

the provisions of this subchapter and subchapter III of this chapter shall

supersede any and all State laws insofar as they may now or hereafter relate to

any employee benefit plan...." s 514(a), as set forth in 29 U.S.C. s

1144(a) (pre-emption clause).

"Except as provided in subparagraph (B) [the deemer clause], nothing in this

subchapter shall be construed to exempt or relieve any person from any law of

any State which regulates insurance, banking, or securities." s

514(b)(2)(A), as set forth in 29 U.S.C. s 1144(b)(2)(A) (saving clause).

"Neither an employee benefit plan ... nor any trust established under such a

plan, shall be deemed to be an insurance company or other insurer, bank, trust

company, or investment company or to be engaged in the business of insurance or

banking for purposes of any law of any State purporting to regulate insurance

companies, insurance contracts, banks, trust companies, or investment

companies." Section 514(b)(2)(B), 29 U.S.C. s 1144(b)(2)(B) (deemer clause).

To summarize the pure mechanics of the provisions quoted above: If a state

law "relate[s] to ... employee benefit plan[s]," it is pre-empted. s 514(a).

The saving clause excepts from the pre-emption clause laws that "regulat[e]

insurance." s 514(b)(2)(A). The deemer clause makes clear that a state law

that "purport[s] to regulate insurance" cannot deem an employee benefit plan to

be an insurance company. s 514(b)(2)(B).

"[T]he question whether a certain state action is pre-empted by federal law is

one of congressional intent. ' "The purpose of Congress is the ultimate

touchstone.' " " Allis-Chalmers Corp. v. Lueck, 471 U.S. 202, 208, 105 S.Ct.

1904, 1909, 85 L.Ed.2d 206 (1985), quoting Malone v. White Motor Corp., 435

U.S. 497, 504, 98 S.Ct. 1185, 1189, 55 L.Ed.2d 443 (1978), quoting Retail

Clerks v. Schermerhorn, 375 U.S. 96, 103, 84 S.Ct. 219, 222, 11 L.Ed.2d 179

(1963). We have observed in the past that the express pre-emption provisions

of ERISA are deliberately expansive, and designed to "establish pension plan

regulation as exclusively a federal concern." Alessi v. Raybestos-Manhattan,

Inc., 451 U.S. 504, 523, 101 S.Ct. 1895, 1906, 68 L.Ed.2d 402 (1981). As we

explained in Shaw v. Delta Air Lines, Inc., 463 U.S. 85, 98, 103 S.Ct. 2890,

2900, 77 L.Ed.2d 490 (1983):

"The bill that became ERISA originally contained a limited pre-emption

clause, applicable only to state laws relating to the specific subjects covered

by ERISA. The Conference Committee rejected those provisions in favor of the

present language, and indicated that section's pre-emptive scope was as broad

as its language. See H.R.Conf.Rep. No. 93-1280, p. 383 (1974); S.Conf.Rep.

No. 93-1090, p. 383 (1974)."

The House and Senate sponsors emphasized both the breadth and importance of

the pre-emption provisions. Representative Dent described the "reservation to

Federal authority the sole power to regulate the field of employee benefit

plans" as ERISA's "crowning achievement." 120 Cong.Rec. 29197 (1974). Senator

Williams said:

"It should be stressed that with the narrow exceptions specified in the bill,

the substantive and enforcement provisions of the conference substitute are

intended to preempt the field for Federal regulations, thus eliminating the

threat of conflicting or inconsistent State and local regulation of employee

benefit plans. This principle is intended to apply in its broadest sense to

all actions of State or local governments, or any instrumentality thereof,

which have the force or effect of law." Id., at 29933.

See also Shaw v. Delta Air Lines, Inc., supra, at 99-100, n. 20, 103 S.Ct., at

2901, n. 20 (describing remarks of Sen. Javits).

In Metropolitan Life, this Court, noting that the pre-emption and saving

clauses "perhaps are not a model of legislative drafting," 471 U.S., at 739,

105 S.Ct., at 2389, interpreted these clauses in relation to a Massachusetts

statute that required minimum mental health care benefits to be provided

Massachusetts residents covered by general health insurance policies. The

appellants in Metropolitan Life argued that the state statute, as applied to

insurance policies purchased by employee health care plans regulated by ERISA,

was pre-empted.

The Court concluded, first, that the Massachusetts statute did "relate to ...

employee benefit plan[s]," thus placing the state statute within the

broad sweep of the pre-emption clause, s 514(a). Metropolitan Life, supra, at

739, 105 S.Ct., at 2389. However, the Court held that, because the state

statute was one that "regulate[d] insurance," the saving clause prevented the

state law from being pre-empted. In determining whether the Massachusetts

statute regulated insurance, the Court was guided by case law interpreting the

phrase "business of insurance" in the McCarran-Ferguson Act, 59 Stat. 33, as

amended, 15 U.S.C. s 1011 et seq.

Given the "statutory complexity" of ERISA's three pre-emption provisions,

Metropolitan Life, supra, at 740, 105 S.Ct., at 2389, as well as the wide

variety of state statutory and decisional law arguably affected by the federal

pre-emption provisions, it is not surprising that we are again called on to

interpret these provisions.

III

There is no dispute that the common law causes of action asserted in Dedeaux's

complaint "relate to" an employee benefit plan and therefore fall under ERISA's

express pre-emption clause, s 514(a). In both Metropolitan Life, supra, and

Shaw v. Delta Air Lines, Inc., supra, 463 U.S., at 96-100, 103 S.Ct., at 2899-

2901, we noted the expansive sweep of the pre-emption clause. In both cases

"[t]he phrase 'relate to' was given its broad common-sense meaning, such that a

state law 'relate[s] to' a benefit plan 'in the normal sense of the phrase, if

it has a connection with or reference to such a plan.' " Metropolitan Life,

471 U.S., at 739, 105 S.Ct., at 2389, quoting Shaw v. Delta Air Lines, supra,

463 U.S., at 97, 103 S.Ct., at 2900. In particular we have emphasized that the

pre-emption clause is not limited to "state laws specifically designed to

affect employee benefit plans." Shaw v. Delta Air Lines, supra, at 98, 103

S.Ct., at 2900. The common law causes of action raised in Dedeaux's complaint,

each based on alleged improper processing of a claim for benefits under an

employee benefit plan, undoubtedly meet the criteria for pre-emption under s

514(a).

Unless these common law causes of action fall under an exception to s 514(a),

therefore, they are expressly pre-empted. Although Dedeaux's complaint pled

several state common law causes of action, before this Court Dedeaux has

described only one of the three counts--called "tortious breach of contract" in

the complaint, and "the Mississippi law of bad faith" in respondent's brief--as

protected from the pre-emptive effect of s 514(a). The Mississippi law of bad

faith, Dedeaux argues, is a law "which regulates insurance," and thus is saved

from pre-emption by s 514(b)(2)(A). [FN1]

FN1. Decisional law that "regulates insurance" may fall under the saving

clause. The saving clause, s 514(b)(2)(A), covers "any law of any State."

For purposes of s 514, "[t]he term 'State law' includes all laws,

decisions, rules, regulations, or other State action having the effect of

law, of any State." 29 U.S.C. s 1144(c)(1) and (2).

In Metropolitan Life, we were guided by several considerations in determining

whether a state law falls under the saving clause. First, we took what

guidance was available from a "common-sense view" of the language of the saving

clause itself. 471 U.S., at 740, 105 S.Ct., at 2390. Second, we made use of

the case law interpreting the phrase "business of insurance" under the

McCarran-Ferguson Act, 15 U.S.C. s 1011 et seq., in interpreting the saving

clause. [FN2] Three criteria have been used to determine whether a practice

falls under the "business of insurance" for purposes of the McCarran-Ferguson

Act:

FN2. The McCarran-Ferguson Act provides, in relevant part: "The business

of insurance, and every person engaged therein, shall be subject to the

laws of the several States which relate to the regulation or taxation of

such business." 15 U.S.C. s 1012(a).

"[F]irst, whether the practice has the effect of transferring or spreading a

policyholder's risk; second, whether the practice is an integral part of the

policy relationship between the insurer and the insured; and third, whether

the practice is limited to entities within the insurance industry."

Union Labor Life Ins. Co. v. Pireno, 458 U.S. 119, 129, 102 S.Ct. 3002, 3009,

73 L.Ed.2d 647 (1982) (emphasis in original).

In the present case, the considerations weighed in Metropolitan Life argue

against the assertion that the Mississippi law of bad faith is a state law

that "regulates insurance."

As early as 1915 the Mississippi Supreme Court had recognized that punitive

damages were available in a contract case when "the act or omission

constituting the breach of the contract amounts also to the commission of a

tort." See Hood v. Moffett, 109 Miss. 757, 767, 69 So. 664, 666

(1915) (involving a physician's breach of a contract to attend to a woman at

her approaching "accouchement"). In American Railway Express Co. v. Bailey,

142 Miss. 622, 631, 107 So. 761, 763 (1926), a case involving a failure of a

finance company to deliver to the plaintiff the correct amount of money cabled

to the plaintiff through the finance company's offices, the Mississippi Supreme

Court explained that punitive damages could be available when the breach of

contract was "attended by some intentional wrong, insult, abuse, or gross

negligence, which amounts to an independent tort." In Standard Life Insurance

Co. v. Veal, 354 So.2d 239 (Miss.1977), the Mississippi Supreme Court, citing

D.L. Fair Lumber Co. v. Weems, 196 Miss. 201, 16 So.2d 770 (1944) (breach of

contract was accompanied by "the breaking down and destruction of another's

fence"), American Railway Express Co. v. Bailey, supra, and Hood v. Moffett,

supra, upheld an award of punitive damages against a defendant insurance

company for failure to pay on a credit life policy. Since Veal, the

Mississippi Supreme Court has considered a large number of cases in which

plaintiffs have sought punitive damages from insurance companies for failure to

pay a claim under an insurance contract, and in a great many of these cases the

court has used the identical formulation, first stated in Bailey, of what must

"attend" the breach of contract in order for punitive damages to be

recoverable. See, e.g., Employers Mutual Casualty Co. v. Tompkins, 490 So.2d

897, 902 (1986); State Farm Fire & Casualty Co. v. Simpson, 477 So.2d 242,

248 (1985); Consolidated American Life Ins. Co. v. Toche, 410 So.2d 1303,

1304 (1982); Gulf Guaranty Life Ins. Co. v. Kelley, 389 So.2d 920, 922

(1980); State Farm Mutual Automobile Ins. Co. v. Roberts, 379 So.2d 321, 322

(1980); New Hampshire Ins. Co. v. Smith, 357 So.2d 119, 121 (1978); Lincoln

National Life Ins. Co. v. Crews, 341 So.2d 1321, 1322 (1977). Recently the

Mississippi Supreme Court stated that "[w]e have come to term an insurance

carrier which refuses to pay a claim when there is no reasonably arguable basis

to deny it as acting in 'bad faith,' and a lawsuit based upon such an arbitrary

refusal as a 'bad faith' cause of action." Blue Cross & Blue Shield of

Mississippi, Inc. v. Campbell, 466 So.2d 833, 842 (1984).

[1] Certainly a common-sense understanding of the phrase "regulates insurance"

does not support the argument that the Mississippi law of bad faith falls under

the saving clause. A common-sense view of the word "regulates" would lead to

the conclusion that in order to regulate insurance, a law must not just have an

impact on the insurance industry, but be specifically directed toward that

industry. Even though the Mississippi Supreme Court has identified its law of

bad faith with the insurance industry, the roots of this law are firmly planted

in the general principles of Mississippi tort and contract law. Any breach of

contract, and not merely breach of an insurance contract, may lead to liability

for punitive damages under Mississippi law.

Neither do the McCarran-Ferguson Act factors support the assertion that the

Mississippi law of bad faith "regulates insurance." Unlike the mandated-

benefits law at issue in Metropolitan Life, the Mississippi common law of bad

faith does not effect a spreading of policyholder risk. The state

common law of bad faith may be said to concern "the policy relationship between

the insurer and the insured." The connection to the insurer-insured

relationship is attenuated at best, however. In contrast to the mandated-

benefits law in Metropolitan Life, the common law of bad faith does not define

the terms of the relationship between the insurer and the insured; it declares

only that, whatever terms have been agreed upon in the insurance contract, a

breach of that contract may in certain circumstances allow the policyholder to

obtain punitive damages. The state common law of bad faith is therefore no

more "integral" to the insurer-insured relationship than any state's general

contract law is integral to a contract made in that state. Finally, as we have

just noted, Mississippi's law of bad faith, even if associated with the

insurance industry, has developed from general principles of tort and contract

law available in any Mississippi breach of contract case. Cf. Hart v. Orion

Ins. Co., 453 F.2d 1358 (CA10 1971) (general state arbitration statutes do not

regulate the business of insurance under the McCarran-Ferguson Act); Hamilton

Life Ins. Co. v. Republic National Life Ins. Co., 408 F.2d 606 (CA2 1969)

(same). Accordingly, the Mississippi common law of bad faith at most meets one

of the three criteria used to identify the "business of insurance" under the

McCarran-Ferguson Act, and used in Metropolitan Life to identify laws that

"regulat[e] insurance" under the saving clause.

In the present case, moreover, we are obliged in interpreting the saving

clause to consider not only the factors by which we were guided in Metropolitan

Life, but also the role of the saving clause in ERISA as a whole. On numerous

occasions we have noted that " ' " '[i]n expounding a statute, we must not be

guided by a single sentence or member of a sentence, but look to the provisions

of the whole law, and to its object and policy.' " ' " Kelly v. Robinson, 479

U.S. ----, ----, 107 S.Ct. 353, 358, 93 L.Ed.2d 216 (1986), quoting Offshore

Logistics, Inc. v. Tallentire, 477 U.S. ----, ----, 106 S.Ct. 2485, 2494, 91

L.Ed.2d 174 (1986) (quoting Mastro Plastics Corp. v. NLRB, 350 U.S. 270, 285,

76 S.Ct. 349, 359, 100 L.Ed. 309 (1956) (in turn quoting United States v. Heirs

of Boisdore, 8 How. 113, 122, 12 L.Ed. 1009 (1849))). Because in this case,

the state cause of action seeks remedies for the improper processing of a claim

for benefits under an ERISA-regulated plan, our understanding of the saving

clause must be informed by the legislative intent concerning the civil

enforcement provisions provided by ERISA, s 502(a), 29 U.S.C. s 1132(a).

[2] The Solicitor General, for the United States as amicus curiae, argues that

Congress clearly expressed an intent that the civil enforcement provisions of

ERISA s 502(a) be the exclusive vehicle for actions by ERISA-plan participants

and beneficiaries asserting improper processing of a claim for benefits, and

that varying state causes of action for claims within the scope of s 502(a)

would pose an obstacle to the purposes and objectives of Congress. Brief for

United States as Amicus Curiae 18-19. We agree. The conclusion that s 502(a)

was intended to be exclusive is supported, first, by the language and structure

of the civil enforcement provisions, and second, by legislative history in

which Congress declared that the pre-emptive force of s 502(a) was modeled on

the exclusive remedy provided by s 301 of the Labor-Management Relations Act

(LMRA), 61 Stat. 156, 29 U.S.C. s 185.

The civil enforcement scheme of s 502(a) is one of the essential tools for

accomplishing the stated purposes of ERISA. [FN3] The civil

enforcement scheme is sandwiched between two other ERISA provisions relevant to

enforcement of ERISA and to the processing of a claim for benefits under an

employee benefit plan. Section 501, 29 U.S.C. s 1131, authorizes criminal

penalties for violations of the reporting and disclosure provisions of ERISA.

Section 503, 29 U.S.C. s 1133, requires every employee benefit plan to comply

with Department of Labor regulations on giving notice to any participant or

beneficiary whose claim for benefits has been denied, and affording a

reasonable opportunity for review of the decision denying the claim. Under the

civil enforcement provisions of s 502(a), a plan participant or beneficiary may

sue to recover benefits due under the plan, to enforce the participant's rights

under the plan, or to clarify rights to future benefits. Relief may take the

form of accrued benefits due, a declaratory judgment on entitlement to

benefits, or an injunction against a plan administrator's improper refusal to

pay benefits. A participant or beneficiary may also bring a cause of action

for breach of fiduciary duty, and under this cause of action may seek removal

of the fiduciary. ss 502(a)(2), 409. In an action under these civil

enforcement provisions, the court in its discretion may allow an award of

attorney's fees to either party. s 502(g). See Massachusetts Mutual Life Ins.

Co. v. Russell, 473 U.S. 134, 147, 105 S.Ct. 3085, 3093, 87 L.Ed.2d 96 (1985).

In Russell, we concluded that ERISA's breach of fiduciary duty provision, s

409(a), 29 U.S.C. s 1109(a), provided no express authority for an award of

punitive damages to a beneficiary. Moreover, we declined to find an implied

cause of action for punitive damages in that section, noting that " '[t]he

presumption that a remedy was deliberately omitted from a statute is strongest

when Congress has enacted a comprehensive legislative scheme including an

integrated system of procedures for enforcement.' " Russell, supra, at 147,

105 S.Ct., at 3093, quoting Northwest Airlines, Inc. v. Transport Workers, 451

U.S. 77, 97, 101 S.Ct. 1571, 1583, 67 L.Ed.2d 750 (1981). Our examination of

these provisions made us "reluctant to tamper with an enforcement scheme

crafted with such evident care as the one in ERISA." Russell, supra, 473 U.S.,

at 147, 105 S.Ct., at 3093.

FN3. Section 502(a), as set forth in 29 U.S.C. s 1132(a) provides:

"A civil action may be brought--

"(1) by a participant or beneficiary--

"(A) for the relief provided for in subsection (c) of this section

[concerning requests to the administrator for information], or

"(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;

"(2) by the Secretary, or by a participant, beneficiary or fiduciary for

appropriate relief under section 1109 of this title [breach of fiduciary

duty];

"(3) by a participant, beneficiary, or fiduciary (A) to enjoin any act or

practice which violates any provision of this subchapter or the terms of

the plan, or (B) to obtain other appropriate equitable relief (i) to

redress such violations or (ii) to enforce any provisions of this

subchapter or the terms of the plan;

"(4) by the Secretary, or by a participant, or beneficiary for appropriate

relief in the case of a violation of 1025(c) of this title [information to

be furnished to participants];

"(5) except as otherwise provided in subsection (b) of this subsection, by

the Secretary (A) to enjoin any act or practice which violates any

provision of this subchapter, or (B) to obtain other appropriate equitable

relief (i) to redress such violation or (ii) to enforce any provision of

this subchapter;

"(6) by the Secretary to collect any civil penalty under subsection (i) of

this section."

In sum, the detailed provisions of s 502(a) set forth a comprehensive civil

enforcement scheme that represents a careful balancing of the need for prompt

and fair claims settlement procedures against the public interest in

encouraging the formation of employee benefit plans. The 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 obtain remedies under state law

that Congress rejected in ERISA. "The six carefully integrated civil

enforcement provisions found in s 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." Russell, supra, at

146, 105 S.Ct., at 3093 (emphasis in original).

The deliberate care with which ERISA's civil enforcement remedies were drafted

and the balancing of policies embodied in its choice of remedies argue

strongly for the conclusion that ERISA's civil enforcement remedies were

intended to be exclusive. This conclusion is fully confirmed by the

legislative history of the civil enforcement provision. The legislative

history demonstrates that the pre-emptive force of s 502(a) was modeled after s

301 of the Labor-Management Relations Act of 1947 (LMRA), 29 U.S.C. s 185.

The Conference Report on ERISA describing the civil enforcement provisions

of s 502(a) says:

"Under the conference agreement, civil actions may be brought by a

participant or beneficiary to recover benefits due under the plan, to clarify

rights to receive future benefits under the plan, and for relief from breach of

fiduciary responsibility.... [W]ith respect to suits to enforce benefit rights

under the plan or to recover benefits under the plan which do not involve

application of the title I provisions, they may be brought not only in U.S.

district courts but also in State courts of competent jurisdiction. All such

actions in Federal or State courts are to be regarded as arising under the laws

of the United States in similar fashion to those brought under section 301 of

the Labor-Management Relations Act of 1947." H.R.Conf.Rep. No. 93-1280, p.

327 (1974), U.S.Code Cong. & Admin.News 1974, pp. 4639, 5107 (emphasis added).

Congress was well aware that the powerful pre-emptive force of s 301 of LMRA

displaced all state actions for violation of contracts between an employer and

a labor organization, even when the state action purported to authorize a

remedy unavailable under the federal provision. Section 301 pre-empts any

"state-law claim [whose resolution] is substantially dependent upon the

analysis of the terms of an agreement made between the parties in a labor

contract." Allis-Chalmers Corp. v. Lueck, 471 U.S., at 220, 105 S.Ct., at

1916. As we observed in Allis-Chalmers, the broad pre-emptive effect of s 301

was first analyzed in Teamsters v. Lucas Flour Co., 369 U.S. 95, 82 S.Ct. 571,

7 L.Ed.2d 593 (1962). In Lucas Flour the Court found that "[t]he dimensions

of s 301 require the conclusion that substantive principles of federal labor

law must be paramount in the area covered by the statute." Id., at 103, 82

S.Ct., at 576. "[I]n enacting s 301 Congress intended doctrines of federal

labor law uniformly to prevail over inconsistent local rules." Id., at 104, 82

S.Ct., at 577. Indeed, for purposes of determining federal jurisdiction, this

Court has singled out s 301 of the LMRA as having "pre-emptive force ... so

powerful as to displace entirely any state cause of action 'for violation of

contracts between an employer and a labor organization.' Any such suit is

purely a creature of federal law." Franchise Tax Board v. Construction

Laborers Vacation Trust, 463 U.S. 1, 23, 103 S.Ct. 2841, 2853, 77 L.Ed.2d 420,

referring to Avco Corp. v. Machinists, 390 U.S. 557, 88 S.Ct. 1235, 20 L.Ed.2d

126 (1968).

Congress' specific reference to s 301 of the LMRA to describe the civil

enforcement scheme of ERISA makes clear its intention that all suits brought by

beneficiaries or participants asserting improper processing of claims under

ERISA-regulated plans be treated as federal questions governed by s 502(a).

See also H.R.Rep. No. 93-533, p. 12 (1973), U.S.Code Cong. & Admin.News 1974,

p. 4639 reprinted in 2 Senate Committee on Labor and Public Welfare,

Legislative History of ERISA 94th Cong., 2d Sess., 2359 (Comm. Print 1976)

("The uniformity of decision which the Act is designed to foster will help

administrators, fiduciaries and participants to predict the legality of

proposed actions without the necessity of reference to varying state laws");

120 Cong.Rec. 29933 (1974) (remarks of Sen. Williams) (suits involving claims

for benefits "will be regarded as arising under the laws of the United States,

in similar fashion to those brought under section 301 of the Labor Management

Relations Act"); id., at 29942 (remarks of Sen. Javits) ("[i]t is also

intended that a body of Federal substantive law will be developed by

the courts to deal with issues involving rights and obligations under private

welfare and pension plans"). The expectations that a federal common law of

rights and obligations under ERISA-regulated plans would develop, indeed, the

entire comparison of ERISA's s 502(a) to s 301 of the LMRA, would make little

sense if the remedies available to ERISA participants and beneficiaries under s

502(a) could be supplemented or supplanted by varying state laws.

In Metropolitan Life Ins. Co. v. Massachusetts, 471 U.S., at 746, 105 S.Ct.,

at 2393, this Court rejected an interpretation of the saving clause of ERISA's

express pre-emption provisions, s 514(b)(2)(A), 29 U.S.C. s 1144(b)(2)(A), that

saved from pre-emption "only state regulations unrelated to the substantive

provisions of ERISA," finding that "[n]othing in the language, structure, or

legislative history of the Act" supported this reading of the saving clause.

Metropolitan Life, however, did not involve a state law that conflicted with a

substantive provision of ERISA. Therefore the Court's general observation--

that state laws related to ERISA may also fall under the saving clause--was not

focused on any particular relationship or conflict between a substantive

provision of ERISA and a state law. In particular, the Court had no occasion

to consider in Metropolitan Life the question raised in the present case:

whether Congress might clearly express, through the structure and legislative

history of a particular substantive provision of ERISA, an intention that the

federal remedy provided by that provision displace state causes of action. Our

resolution of this different question does not conflict with the Court's

earlier general observations in Metropolitan Life.

Considering the common-sense understanding of the saving clause, the McCarran-

Ferguson Act factors defining the business of insurance, and, most importantly,

the clear expression of congressional intent that ERISA's civil enforcement

scheme be exclusive, we conclude that Dedeaux's state law suit asserting

improper processing of a claim for benefits under an ERISA-regulated plan is

not saved by s 514(b)(2)(A), and therefore is pre-empted by s 514(a). [FN4]

Accordingly, the judgment of the Court of Appeals is

Reversed.

FN4. Because we conclude that Dedeaux's state common law claims fall under

the ERISA pre-emption clause and are not rescued by the saving clause, we

need not reach petitioner's argument that when an insurance company is

engaged in the processing and review of claims for benefits under an

employee benefit plan, it is acting in place of the plan's trustees and

should be protected from direct state regulation by the deemer clause.

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