Raymond B. Yates, MD, PC Profit Sharing Plan v. Hendon
Opinion of the Court
delivered the opinion of the Court.
This case presents a question on which federal courts have divided: Does the working owner of a business (here, the sole shareholder and president of a professional corporation) qualify as a “participant” in a pension plan covered by the Employee Retirement Income Security Act of 1974 (ERISA or Act), 88 Stat. 832, as amended, 29 U. S. C. § 1001 et seq. The answer, we hold, is yes: If the plan covers one or more employees other than the business owner and his or her spouse, the working owner may participate on equal terms with other plan participants. Such a working owner, in common with other employees, qualifies for the protections ERISA affords plan participants and is governed by the rights and remedies ERISA specifies. In so ruling, we reject the position, taken by the lower courts in this case, that a business owner may rank only as an “employer” and not also as an “employee” for purposes of ERISA-sheltered plan participation.
I
A
Enacted “to protect . . . the interests of participants in employee benefit plans and their beneficiaries,” 29 U. S. C. § 1001(b), ERISA comprises four titles. Title I, 29 U. S. C. § 1001 et seq., “requires administrators of all covered pension plans to file periodic reports with the Secretary of Labor, mandates minimum participation, vesting and funding schedules, establishes standards of fiduciary conduct for plan administrators, and provides for civil and criminal enforcement of the Act.” Nachman Corp. v. Pension Benefit Guaranty Corporation, 446 U. S. 359, 361, n. 1 (1980). Title II, codified in various parts of Title 26 of the United States Code, “amended various [Internal Revenue Code] provisions . . . pertaining to qualification of pension plans for special tax treatment, in order, among other things, to conform to the standards set forth in Title I.” 446 U. S., at 361, n. 1. Title
This case concerns the definition and coverage provisions of Title I, though those provisions, indicating who may participate in an ERISA-sheltered plan, inform each of ERISA’s four titles. Title I defines the term “employee benefit plan” to encompass “an employee welfare benefit plan or an employee pension benefit plan or a plan which is both ....” 29 U. S. C. § 1002(3). The same omnibus section defines “participant” as “any employee or former employee of an employer, ... who is or may become eligible to receive a benefit of any type from an employee benefit plan which covers employees of such employer ... , or whose beneficiaries may be eligible to receive any such benefit.” §1002(7). “Employee,” under Title I’s definition section, means “any individual employed by an employer,” § 1002(6), and “employer” includes “any person acting directly as an employer, or indirectly in the interest of an employer, in relation to an employee benefit plan,” § 1002(5).
B
Dr. Raymond B. Yates was the sole shareholder and president of Raymond B. Yates, M. D., P. C., a professional corporation. 287 F. 3d 521, 524 (CA6 2002); App. to Pet. for Cert. 10a. The corporation maintained the Raymond B. Yates, M. D., P. C. Profit Sharing Plan (Profit Sharing Plan or Plan), for which Yates was the administrator and trustee. Ibid.
In December 1989, Yates borrowed $20,000 at 11 percent interest from the Raymond B. Yates, M. D., P. C. Money Purchase Pension Plan (Money Purchase Pension Plan), which later merged into the Profit Sharing Plan. Id., at 268a-269a. The terms of the loan agreement required Yates to make monthly payments of $433.85 over the five-year period of the loan. Id., at 269a. Yates failed to make any monthly payment. 287 F. 3d, at 524. In June 1992, coinciding with the Money Purchase Pension Plan-Profit Sharing Plan merger, Yates renewed the loan for five years. App. 269a. Again, he made no monthly payments. In fact, Yates repaid nothing until November 1996. 287 F. 3d, at 524. That month, he used the proceeds from the sale of his house to make two payments totaling $50,467.46, which paid off in full the principal and interest due on the loan. Ibid. Yates maintained that, after the repayment, his interest in the Profit Sharing Plan amounted to about $87,000. App. to Pet. for Cert. 39a.
Three weeks after Yates repaid the loan to the Profit Sharing Plan, on December 2, 1996, Yates’s creditors filed an involuntary petition against him under Chapter 7 of the Bankruptcy Code. Id., at 12a; accord App. 300a. In August 1998, respondent William T. Hendon, the Bankruptcy Trustee, filed a complaint, pursuant to 11 U. S. C. §§ 547(b)
The Bankruptcy Court first determined that the loan repayment qualified as a preferential transfer under 11 U. S. C. § 547(b).
The District Court affirmed the Bankruptcy Court’s judgment. App. to Pet. for Cert. 9a-35a. Acknowledging that other Courts of Appeals had reached a different conclusion, id., at 19a, the District Court observed that it was bound by Sixth Circuit precedent. According to the controlling Sixth Circuit decisions, neither a sole proprietor, Fugarino, 969 F. 2d, at 186, nor a sole owner of a corporation, Agrawal v. Paul Revere Life Ins. Co., 205 F. 3d 297, 302 (2000), qualifies as a “participant” in an ERISA-sheltered employee benefit plan. App. to Pet. for Cert. 20a-21a. Applying Circuit precedent, the District Court concluded:
“The fact Dr. Yates was not qualified to participate in an ERISA protected plan means none of the money he contributed to the Plan as an ‘employee’ was ever a part of an ERISA plan. The $50,467.46 he returned to the Plan was not protected by ERISA, because none of the money he had in the Plan was protected by ERISA.” Id., at 20a.
The Sixth Circuit affirmed the District Court’s judgment. 287 F. 3d 521. The Court of Appeals adhered to its “published caselaw [holding] that ‘a sole proprietor or sole shareholder of a business must be considered an employer and not an employee... for purposes of ERISA.’ ” Id., at 525 (quoting Fugarino, 969 F. 2d, at 186). “[T]he spendthrift clause in the Yates profit sharing/pension plan,” the appeals court accordingly ruled, “[was] not enforceable by Dr. Yates under
We granted certiorari, 539 U. S. 957 (2003), in view of the division of opinion among the Circuits on the question whether a working owner may qualify as a participant in an employee benefit plan covered by ERISA. Compare Agrawal, 205 F. 3d, at 302 (sole shareholder is not a participant in an ERISA-qualified plan); Fugarino, 969 F. 2d, at 186 (sole proprietor is not a participant); Kwatcher v. Massachusetts Serv. Employees Pension Fund, 879 F. 2d 957, 963 (CA1 1989) (sole shareholder is not a participant); Giardono v. Jones, 867 F. 2d 409, 411-412 (CA7 1989) (sole proprietor is not a participant); Peckham v. Board of Trustees of Int’l Brotherhood of Painters and Allied Trades Union, 653 F. 2d 424, 427-428 (CA10 1981) (sole proprietor is not a participant), with Vega v. National Life Ins. Servs., Inc., 188 F. 3d 287, 294 (CA5 1999) (co-owner is a participant); In re Baker, 114 F. 3d 636, 639 (CA7 1997) (majority shareholder is a participant); Madonia v. Blue Cross & Blue Shield of Virginia, 11 F. 3d 444, 450 (CA4 1993) (sole shareholder is a participant).
A
ERISA’s definitions of “employee,” and, in turn, “participant,” are uninformative. See Nationwide Mut. Ins. Co. v. Darden, 503 U. S. 318, 323 (1992) (“ERISA’s nominal definition of ‘employee’ as ‘any individual employed by an employer’ is completely circular and explains nothing.” (citation omitted)). We therefore look to other provisions of the Act for instruction. See ibid. ERISA’s text contains multiple indications that Congress intended working owners to qualify as plan participants. Because these indications combine to provide “specific guidance,” ibid., there is no cause in this case to resort to common law.
Congress enacted ERISA against a backdrop of IRC provisions that permitted corporate shareholders, partners, and sole proprietors to participate in tax-qualified pension plans. Brief for United States as Amicus Curiae 19-20. Working shareholders have been eligible to participate in such plans since 1942. See Revenue Act of 1942, ch. 619, § 165(a)(4), 56 Stat. 862 (a pension plan shall be tax exempt if, inter alia, “the contributions or benefits provided under the plan do not discriminate in favor of employees who are officers, shareholders, persons whose principal duties consist in supervising the work of other employees, or highly compensated
ERISA’s enactment in 1974 did not change that situation.
To illustrate, Title I frees the following plans from the Act’s fiduciary responsibility requirements:
“(1) a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees; or
“(2) any agreement described in section 786 of [the IRC], which provides payments to a retired partner or deceased partner or a deceased partner’s successor in interest.” 29 U. S. C. § 1101(a).
The IRC defines the term “highly compensated employee” to include “any employee who ... was a 5-percent owner at any time during the year or the preceding year.” 26 U. S. C.
Title I also .contains more limited exemptions from ERISA’s fiduciary responsibility requirements. These exemptions, too, cover plans that ordinarily include working owners as participants. To illustrate, assets of an employee benefit plan typically must be held in trust. See 29 U. S. C. § 1103(a). That requirement, however, does not apply, inter alia, “to a plan . . . some or all of the participants of which are employees described in section 401(c)(1) of [the IRC].” § 1103(b)(3)(A). IRC § 401(c)(1)(A) defines an “employee” to include “a self-employed individual”; and IRC §§ 401(c)(1)(B) and (2)(A)(i), in turn, define “a self-employed individual” to cover an individual with “earned income” from “a trade or. business in which personal services of the taxpayer are a material income-producing factor.” This definition no doubt encompasses working sole proprietors and partners. 26 US. C. §§ 1402(a) and (c).
Title I also contains exemptions from ERISA’s prohibited transaction provisions. Like the fiduciary responsibility exemptions, these exemptions indicate that working owners may participate in ERISA-qualified plans. For example, although Title I generally bars transactions between a plan and a party in interest, 29 U. S. C. § 1106, the Act permits, among other exceptions, loans to plan participants if certain
Provisions of Title IV of ERISA are corroborative. Brief for United States as Amicus Curiae 17, and n. 8. Title IV does not apply to plans “established and maintained exclusively for substantial owners,” 29 U. S. C. § 1321(b)(9) (emphasis added), a category that includes sole proprietors and shareholders and partners with a ten percent or greater ownership interest, § 1322(b)(5)(A). But Title IV does cover plans in which substantial owners participate along with other employees. See § 1322(b)(5)(B). In addition, Title IV does not cover plans established by “professional service employer[s]” with 25 or fewer active participants. § 1321(b)(13). Yates’s medical practice was set up as a professional service employer. See § 1321(c)(2)(A) (a “professional service employer” is “any proprietorship, partnership, corporation . . . owned or controlled by professional individuals . . . the principal business of which is the performance of professional services”). But significantly larger plans — plans covering more than 25 employees — established
Particularly instructive, Title IV and the IRC, as amended by Title II, clarify a key point missed by several lower courts: Under ERISA, a working owner may have dual status, i. e., he can be an employee entitled to participate in a plan and, at the same time, the employer (or owner or member of the employer) who established the plan. Both Title IV and the IRC describe the “employer” of a sole proprietor or partner. See 29 U. S. C. § 1301(b)(1) (“An individual who owns the entire interest in an unincorporated trade or business is treated as his own employer, and a partnership is treated as the employer of each partner who is an employee within the meaning of section 401(c)(1) of [the IRC].”); 26 U. S. C. § 401(c)(4) (“An individual who owns the entire interest in an unincorporated trade or business shall be treated as his own employer. A partnership shall be treated as the employer of each partner who is an employee within the meaning of [§ 401(c)(1)].”). These descriptions expressly anticipate that a working owner can wear two hats, as an employer and employee. Cf. Clackamas Gastroenterology Associates, P. C. v. Wells, 538 U. S. 440, 453 (2003) (Ginsburg, J., dissenting) (“Clackamas readily acknowledges that the physician-shareholders are ‘employees’ for ERISA purposes.”).
In sum, because the statute’s text is adequately informative, we need not look outside ERISA itself to conclude with security that Congress intended working owners to qualify as plan participants.
Congress’ aim is advanced by our reading of the text. The working employer’s opportunity personally to partici
We note finally that a 1999 Department of Labor advisory opinion accords with our comprehension of Title I’s definition and coverage provisions. Pension and Welfare Benefits Admin., U. S. Dept. of Labor, Advisory Opinion 99-04A, 26 BNA Pension and Benefits Rep. 559 (hereinafter Advisory Opinion 99-04A). Confirming that working owners may qualify as participants in ERISA-protected plans, the Department’s opinion concludes:
“In our view, the statutory provisions of ERISA, taken as a whole, reveal a clear Congressional design to include ‘working owners’ within the definition of ‘participant’ for purposes of Title I of ERISA. Congress could not have intended that a pension plan operated so as to*18 satisfy the complex tax qualification rules applicable to benefits provided to ‘owner-employees’ under the provisions of Title II of ERISA, and with respect to which an employer faithfully makes the premium payments required to protect the benefits payable under the plan to such individuals under Title IV of ERISA, would somehow transgress against the limitations of the definitions contained in Title I of ERISA. Such a result would cause an intolerable conflict between the separate titles of ERISA, leading to the sort of‘absurd results’ that the Supreme Court warned against in Nationwide Mutual Insurance Co. v. Darden, 503 U. S. 318 (1992).” Id., at 560-561 (footnote omitted).
This agency view on the qualification of a self-employed individual for plan participation reflects a “body of experience and informed judgment to which courts and litigants may properly resort for guidance.” Skidmore v. Swift & Co., 323 U. S. 134, 140 (1944).
B
The Sixth Circuit’s leading decision in point — its 1992 determination in Fugarino — relied, in large part, on an incorrect reading of a Department of Labor regulation, 29 CFR § 2510.3-3. The Fugarino court read the Department’s regulation to rule out classification of a working owner as an employee of the business he owns. Entitled “Employee benefit plan,” the regulation complements §3(3) of ERISA, 29 U. S. C. § 1002(3), which defines “employee benefit plan,” see supra, at 7; the regulation provides, in relevant part:
“(b) Plans without employees. For purposes of title I of the Act and this chapter, the term ‘employee benefit plan’ shall not include any plan, fund or program, other than an apprenticeship or other training program, under which no employees are participants covered under the plan, as defined in paragraph (d) of this section. For example, a so-called ‘Keogh’ or ‘H. R. 10’ plan under*19 which only partners or only a sole proprietor are participants covered under the plan will not be covered under title I. However, a Keogh plan under which one or more common law employees, in addition to the self-employed individuals, are participants covered under the plan, will be covered under title I. .. .
“(c) Employees. For purposes of this section:
“(1) An individual and his or her spouse shall not be deemed to be employees with respect to a trade or business, whether incorporated or unincorporated, which is wholly owned by the individual or by the individual and his or her spouse, and
“(2) A partner in a partnership and his or her spouse shall not be deemed to be employees with respect to the partnership.” 29 CFR §2510.3-3 (2003) (emphasis added and deleted).
In common with other Courts of Appeals that have held working owners do not qualify as participants in ERISA-governed employee benefit plans, the Sixth Circuit apparently understood the regulation to provide a generally applicable definition of the term “employee,” controlling for all Title I purposes. Fugarino, 969 F. 2d, at 185-186 (“As a result of [the] regulatio[n], a plan whose sole beneficiaries are the company’s owners cannot qualify as a plan under ERISA. Further, an employer cannot ordinarily be an employee or participant under ERISA.” (citation omitted)). See also Kwatcher, 879 F. 2d, at 961 (“By its terms, the regulation unambiguously debars a sole shareholder... from ‘employee’ status, notwithstanding that he may work for the corporation he owns, shoulder to shoulder with eligible (non-owner) employees.”); Giardono, 867 F. 2d, at 412 (“[This] regulatio[n] exclude[s] from the definition of an employee any individual who wholly owns a trade or business, whether incorporated or unincorporated.”).
The Department of Labor’s 1999 advisory opinion, see supra, at 17, interprets the “Employee benefit plan” regulation as follows:
“In its regulation at 29 C. F. R. 2510.3-3, the Department clarified that the term ‘employee benefit plan’ as defined in section 3(3) of Title I does not include a plan the only participants of which are ‘[a]n individual and his or her spouse . . . with respect to a trade of business, whether incorporated or unincorporated, which is wholly owned by the individual or by the individual and his or her spouse’ or ‘[a] partner in a partnership and his or her spouse.’ The regulation further specifies, however, that a plan that covers as participants ‘one or more common law employees, in addition to the self-employed individuals’ will be included in the definition of ‘employee benefit plan’ under section 3(3). The conclusion of this opinion, that such ‘self-employed individuals’ are themselves ‘participants’ in the covered plan, is fully consistent with that regulation.” Advisory Opinion 99-04A, at 561, n. 7 (emphasis added).
This agency view, overlooked by the Sixth Circuit, see Brief for United States as Amicus Curiae 26, merits the Judicia
The Department’s regulation itself reveals the definitional prescription’s limited scope. The prescription describes “employees” only “[f]or purposes of this section,” supra, at 19 (emphasis deleted), i. e., the section defining “employee benefit plans.” Accordingly, the regulation addresses only what plans qualify as “employee benefit plans” under Title I of ERISA. Plans that cover only sole owners or partners and their spouses, the regulation instructs, fall outside Title I’s domain.
Also in common with other Courts of Appeals that have denied participant status to working owners, the Sixth Circuit’s leading decision mistakenly relied, in addition, on ERISA’s “anti-inurement” provision, 29 U. S. C. § 1103(c)(1), which prohibits plan assets from inuring to the benefit of employers. See Fugarino, 969 F. 2d, at 186 (“A fundamental requirement of ERISA is that ‘the assets of a plan shall never inure to the benefit of any employer____’ ”); Kwatcher, 879 F. 2d, at 960 (“Once a person has been found to fit within the ‘employer’ integument, [§ 1103(c)(1)] prohibits payments to him from a qualified plan.”); Giardono, 867 F. 2d, at 411 (“It is a fundamental requirement of ERISA that ‘. . . the assets of a plan shall never inure to the benefit of any employer . . . .’”).
Correctly read, however, the anti-inurement provision does not preclude Title I coverage of working owners as plan participants. It states that, with enumerated exceptions, “the assets of a plan shall never inure to the benefit of any employer and shall be held for the exclusive purposes of providing benefits to participants in the plan and their beneficiaries and defraying reasonable expenses of administering the plan.” 29 U. S. C. § 1103(c)(1). The provision demands only that plan assets be held for supplying benefits to plan participants. . Like the Department of Labor regulation, see supra, at 18-19, the anti-inurement provision does not address the discrete question whether working owners, along with nonowner employees, may be participants in ERISA-sheltered plans. As the Fifth Circuit observed in Vega:
*23 “Th[e] [anti-inurement] provision refers to the congressional determination that funds contributed by the employer (and, obviously, by the [nonowner] employees ...) must never revert to the employer; it does not relate to plan benefits being paid with funds or assets of the plan to cover a legitimate pension or health benefit claim by an employee who happens to be a stockholder or even the sole shareholder of a corporation.” 188 F. 3d, at 293, n. 5.
ERISA’s anti-inurement provision is based on the analogous exclusive benefit provision in the IRC, 26 U. S. C. § 401(a)(2), which has never been understood to bar tax-qualified plan participation by working owners. See H. R. Conf. Rep. No. 93-1280, pp. 302-303 (1974); Brief for United States as Amicus Curiae 29. The purpose of the anti-inurement provision, in common with ERISA’s other fiduciary responsibility provisions, is to apply the law of trusts to discourage abuses such as self-dealing, imprudent investment, and misappropriation of plan assets, by employers and others. See, e. g., Prudential Ins. Co. of Am. v. Doe, 76 F. 3d 206, 209 (CA8 1996). Those concerns are not implicated by paying benefits to working owners who participate on an equal basis with nonowner employees in ERISA-protected plans.
In sum, the anti-inurement provision, like the Department of Labor regulation, establishes no categorical barrier to working owner participation in ERISA plans. Whether Yates himself, in his handling of loan repayments, see supra, at 8, engaged in conduct inconsistent with the anti-inurement provision is an issue not yet reached by the courts below, one on which we express no opinion.
For the reasons stated, the judgment of the Court of Appeals for the Sixth Circuit is reversed, and the case is remanded for further proceedings consistent with this opinion,
It is so ordered.
Section 547(b) provides:
“Except as provided in subsection (c) of this section, the trustee may avoid any transfer of an interest of the debtor in property—
“(1) to or for the benefit of a creditor;
“(2) for or on account of an antecedent debt owed by the debtor before such transfer was made;
“(3) made while the debtor was insolvent;
“(4) made—
“(A) on or within 90 days before the date of the filing of the petition; or
“(B) between ninety days and one year before the date of the filing of the petition, if such creditor at the time of such transfer was an insider; and
“(5) that enables such creditor to receive more than such creditor would receive if—
“(A) the ease were a case under chapter 7 of this title;
“(B) the transfer had not been made; and
“(C) such creditor received payment of such debt to the extent provided by the provisions of this title.”
This provision permits the bankruptcy trustee to avoid certain transfers of “property that wo.uld have been part of the [bankruptcy] estate had it not been transferred before the commencement of bankruptcy proceedings.” Begier v. IRS, 496 U. S. 53, 58 (1990).
The Courts of Appeals are also divided on whether working owners may qualify as “beneficiaries’* of ERISA-sheltered employee benefit plans. Compare 287 F. 3d 521, 525 (CA6 2002) (case below) (sole shareholder is not a beneficiary of an ERISA-qualified plan); Agrawal, 205 F. 3d, at 302 (sole shareholder is not a beneficiary), with Gilbert v. Alta Health & Life Ins. Co., 276 F. 3d 1292, 1302 (CA11 2001) (sole shareholder is a beneficiary); Wolk v. UNUM Life Ins. of Am., 186 F. 3d 352, 356 (CA3 1999) (partner is a beneficiary); Prudential Ins. Co. of Am. v. Doe, 76 F. 3d 206, 208 (CA8 1996) (controlling shareholder is a beneficiary); Robinson v. Linomaz, 58 F. 3d 365, 370 (CA8 1995) (co-owners are beneficiaries); Peterson v. American Life & Health Ins. Co., 48 F. 3d 404, 409 (CA9 1995) (partner is a beneficiary). The United States, as amicus curiae, urges
Cf. Nationwide Mut. Ins. Co. v. Darden, 503 U. S. 318 (1992), and Clackamas Gastroenterology Associates, P. C. v. Wells, 538 U. S. 440 (2003) (finding textual clues absent, Court looked to common law for guidance).
A particular employee benefit plan may be covered by one title of ERISA, but not by another. See Brief for United States as Amicus Curiae 18, n. 9.
We do not suggest that each provision described supra, at 13-15 and this page, in isolation, would compel the Court’s reading. But cf. post, at 25-26 (Thomas, J., concurring in judgment). In combination, however, the provisions supply “specific guidance” adequate to obviate any need to expound on common law. See Darden, 503 U. S., at 323.
Courts agree that if a benefit plan covers only working owners, it is not covered by Title I. See, e. g., Slamen v. Paul Revere Life Ins. Co., 166 F. 3d 1102, 1105 (CA11 1999) (sole shareholder is not a participant where disability plan covered only him); In re Watson, 161 F. 3d 593, 597 (CA9 1998) (sole shareholder is not a participant where retirement plan covered only him); SEC v. Johnston, 143 F. 3d 260, 262-263 (CA6 1998) (owner is not a participant where pension plan covered only owner and “perhaps” his wife); Schwartz v. Gordon, 761 F. 2d 864, 867 (CA2 1985) (self-employed individual is not a participant where he is the only contributor to a Keogh plan). Such a plan, however, could qualify for favorable tax treatment. See Brief for United States as Amicus Curiae 18, n. 9.
Section 2510.3-3’s preamble supports this interpretation. The preamble states, in relevant part:
“According to the comments [concerning proposed §2510.3-3], a definition of ‘employee’ excluding self-employed individuals might raise problems under section 404(a)(1) with respect to disbursements to self-employed individuals from ‘Keogh’ or ‘H. R. 10’ plans covering both self-employed individuals and ‘common law’ employees. Therefore, the definition of ‘employee’ formerly appearing in proposed §2510.8-6 has been inserted into §2510.8-8 and restricted in scope to that section.” 40 Fed. Reg. 34528 (1975) (emphasis added).
Concurring Opinion
concurring in the judgment.
The Court uses a sledgehammer to kill a gnat — though it may be a sledgehammer prescribed by United States v. Mead Corp., 533 U. S. 218 (2001). I dissented from that case, see id., at 257, and remain of the view that authoritative interpretations of law by the implementing agency, if reasonable, are entitled to respect. Chevron U. S. A. Inc. v. Natural Resources Defense Council, Inc., 467 U. S. 837 (1984).
In the present case the Solicitor General of the United States, in a brief signed by the Acting Solicitor of Labor, has put forward as the “considered view of the agency charged by Congress with the administration and enforcement of Title I of ERISA,” an interpretation of the relevant terms of that Act which would allow working owners (including sole owners, such as Dr. Yates) to be plan participants under the Employee Retirement Income Security Act of 1974 (ERISA). Brief for United States as Amicus Curiae 26. There is no doubt that this position is the official view of the Department of Labor, and that it has not been contrived for this litigation. The Solicitor General’s brief relies upon a Department of Labor advisory opinion, issued more than five years ago, which concluded that “the statutory provisions of ERISA, taken as a whole, reveal a clear Congressional design to include ‘working owners’ within the definition of ‘par
The Department’s interpretive conclusion is certainly reasonable (the Court’s lengthy analysis says that it is inevitable); it is therefore binding upon us. See Barnhart v. Thomas, 540 U. S. 20, 26 (2003). I would reverse the judgment of the Sixth Circuit on that basis. The Court’s approach, which denies many agency interpretations their conclusive effect and thrusts the courts into authoritative judicial interpretation, deprives administrative agencies of two of their principal virtues: (1) the power to resolve statutory questions promptly, and with nationwide effect, and (2) the power (within the reasonable bounds of the text) to change the application of ambiguous laws as time and experience dictate. The Court’s approach invites lengthy litigation in all the circuits — the product of which (when finally announced by this Court) is a rule of law that only Congress can change.
Concurring Opinion
concurring in the judgment.
I agree with the Court that the judgment of the Court of Appeals should be reversed. The Court persuasively addresses the Court of Appeals’ many errors in this case. See ante, at 18-23. I do not, however, find convincing the Court’s reliance on textual “indications,” ante, at 12. The text of the Employee Retirement Income Security Act of 1974 (ERISA) is certainly consistent with the Court’s interpretation of the word “employee” to include so-called “working owners.”
As an example, the Court places weight on the exception to the exemption from 29 U. S. C. § 1106, which bars loans made to parties in interest that are “‘made available to highly compensated employees ... in an amount greater than the amount made available to other employees.’” Ante, at 15 (quoting 29 U. S. C. § 1108(b)(1)(B)). The Court notes that “some working owners . . . qualify as ‘highly compensated employees.’” Ante, at 15. That may be true, but there are surely numerous “highly compensated employees” who would both be “employees” under the usual, common-law meaning of that term (and hence “employees” under ERISA, see Nationwide Mut. Ins. Co. v. Darden, 503 U. S. 318 (1992)), and would also not be considered “working owners” as the Court uses the term. It is entirely possible, then, that Congress was merely attempting to exclude these individuals from § 1106, rather than assuming that all “working owners” were “employees.” Hence, the existence of this exception tells us nothing about whether Congress “intended working owners” to be “employees” under ERISA. Ante, at 12.
Since the text is inconclusive, we must turn to the common-law understanding of the term “employee.” Darden, supra, at 322-323. On remand, then, I would direct the Court of Appeals to address whether the common-law understanding of the term “employee,” as used in ERISA, includes Dr. Yates. I would be surprised if it did not, see In re Baker, 114 F. 3d 636, 639 (CA7 1997) (corporation’s separate legal existence from shareholder must be respected); Madonia v. Blue Cross & Blue Shield of Virginia, 11 F. 3d 444, 448-449 (CA4 1993) (same), but this is a matter best resolved, in the first instance, by the court below.
The Court does not clearly define who exactly makes up this class of “working owners,” even though members of this class are now considered categorically to fall under ERISA’s definition of “employee.”
Reference
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- RAYMOND B. YATES, M. D., P. C. PROFIT SHARING PLAN, Et Al. v. HENDON, TRUSTEE
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