240
Syllabus
sought be "appropriate equitable relief." The common law of trusts, which offers a starting point for ERISA analysis, Hughes Aircraft Co. v. Jacobson, 525 U. S. 432, 447, plainly countenances the sort of relief sought by petitioners against Salomon here, see Moore v. Crawford, 130 U. S. 122, 128. It also sets limits on restitution actions against defendants other than the principal "wrongdoer." Translated to the instant context, a transferee of ill-gotten plan assets may be held liable, if the transferee (assuming he has purchased for value) knew or should have known of the circumstances that rendered the transaction prohibited. Those circumstances, in turn, involve a showing that the plan fiduciary, with actual or constructive knowledge of the facts satisfying the elements of a § 406(a) transaction, caused the plan to engage in the transaction. Lockheed Corp. v. Spink, 517 U. S. 882, 888-889. The common law additionally prompts rejection of Salomon's complaint that the Court's view of § 502(a)(3) would incongruously allow not only the harmed beneficiaries, but also the culpable fiduciary, to seek restitution from the arguably less culpable counterparty-transferee. The common law sees no incongruity in such a rule: Although the fiduciary bases his cause of action upon his own wrongdoing, he may maintain the action because its purpose is to recover money for the plan. And while Salomon correctly observes that the antecedent violation of § 406(a)'s per se prohibitions on transacting with a party in interest was unknown at common law, the Court rejects as unsupported Salomon's suggestion that common-law liability should not attach to an act that does not violate a common-law duty. Thus, an action for restitution against a transferee of tainted plan assets satisfies § 502(a)(3)'s "appropriate[ness]" criterion. Such relief is also "equitable." See Mertens, supra, at 260. Pp. 249-253.
(c) The Court declines to depart from § 502(a)(3)'s text on the basis of two nontextual matters: (1) that the congressional Conference Committee rejected language that would have expressly imposed a duty on nonfiduciary parties to § 406(a) transactions, and (2) that the policy consequences of recognizing a § 502(a)(3) action in this case could be devastating because counterparties, faced with the prospect of liability for dealing with a plan, may charge higher rates or, worse, refuse altogether to transact with plans. In ERISA cases, the Court's analysis begins with the statutory language and, where that language is clear, it ends there as well. Hughes Aircraft Co. v. Jacobson, supra, at 438. Section 502(a)(3), as informed by § 502(l), satisfies this standard. Pp. 253-254.
184 F. 3d 646, reversed and remanded.
Thomas, J., delivered the opinion for a unanimous Court.
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