Respondents brought separate Texas state-court suits, alleging that petitioners, 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 actions 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 respondents refused to amend them to bring explicit ERISA claims. Consolidating 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 provides a cause of action for the recovery of wrongfully denied benefits, because THCLA did not duplicate that cause of action, see Rush Prudential HMO, Inc. v. Moran, 536 U. S. 355.
Held: Respondents’ state causes of action fall within ERISA §502(a)(1)(B), and are therefore completely pre-empted by ERISA §502 and removable to federal court. Pp. 4–20.
(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 purpose is to provide a uniform regulatory regime, ERISA includes expansive pre-emption provisions, such an ERISA §502(a)’s integrated enforcement mechanism, which are intended to ensure that employee benefit plan regulation is “exclusively a federal concern,” Alessi v. Raybestos&nbhyph;Manhattan, Inc., 451 U. S. 504, 523. Any state-law cause of action that duplicates, supplements, or supplants ERISA’s civil enforcement 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 purposes of determining the propriety of removal, so too does ERISA §502(a)(1)(B). Pp. 4–7.
(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. 7–12.
(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 reimbursement 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 ordinary 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 Prudential 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. 12–14.
(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. 14–16.
(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’ coverage 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 medical 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. 16–19.
Together with No. 03–83, CIGNA HealthCare of Texas, Inc., dba CIGNA Corp. v. Calad et al., also on certiorari to the same court.
In these consolidated cases, two individuals sued their respective health maintenance organizations (HMOs) for alleged 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 (2004 Supp. Pamphlet). We granted certiorari to decide whether the individuals’ 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.
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 members; under Calad’s plan sponsor’s agreement, CIGNA is responsible for plan benefits and coverage decisions.
Respondents both suffered injuries allegedly arising from Aetna’s and CIGNA’s decisions not to provide coverage for certain treatment and services recommended by respondents’ treating physicians. Davila’s treating physician prescribed 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 Naprosyn, from which he allegedly suffered a severe reaction that required extensive treatment and hospitalization. Calad underwent surgery, and although her treating physician recommended an extended hospital stay, a CIGNA discharge 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 experienced 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), respondents 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 refusals “proximately caused” their injuries. Ibid. Petitioners 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 remand 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.
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 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 quotation marks and citations 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 recovery 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 decisions for which petitioners were being sued were “mixed eligibility and treatment decisions” and hence were not fiduciary in nature. 307 F. 3d, at 307–308.[Footnote 1] The Court of Appeals next determined that respondents’ claims did not fall within §502(a)(1)(B)’s scope. It found significant that respondents “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 benefits 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 principle 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 outside the scope of §502(a)(1)(B). 307 F. 3d, at 310–311.
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 defendant” to federal court. 28 U. S. C. §1441(a). One category of cases of which district courts have original jurisdiction are “federal question” cases: cases “arising under the Constitution, laws, or treaties of the United States.” §1331. We face in these cases the issue whether respondents’ causes of action arise under federal law.
“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 anything alleged in anticipation of avoidance of defenses which it is thought the defendant may interpose.” Taylor 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, Louisville & 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 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 reality based on federal law.” Ibid. ERISA is one of these statutes.
Congress enacted ERISA to “protect … the interests of participants in employee benefit plans and their beneficiaries” 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 provisions, 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).
“[T]he detailed provisions of §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 §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, supplements, 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. McClendon, 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 language 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 participants 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 federal 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.
“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 beneficiary can also bring suit generically to “enforce his rights” under the plan, or to clarify any of his rights to future benefits. Any dispute over the precise terms of the plan is resolved 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 implicated by a defendant’s actions, then the individual’s cause of action is completely pre-empted by ERISA §502(a)(1)(B).
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. 25, 31, 39–40, 45–48, 108.
Similarly, Calad alleges that she receives, as her husband’s beneficiary under an ERISA-regulated benefit plan, health coverage from CIGNA. Id., at 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 184, ¶ ;18. She also alleges that CIGNA, acting through a discharge nurse, refused to authorize more than a single day despite the advice and recommendation of her treating physician. Id., at 185, ¶ ;¶ ;20, 21. Calad contests only CIGNA’s decision to refuse coverage for her hospital stay. Id., at 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 219–221.
Respondents contend, however, that the complained-of actions 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. 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. §1081, with particular focus on Caterpillar 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 argument 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 damages proximately caused by failures to abide by that duty. §88.002(a). However, if a managed care entity correctly concluded that, under the terms of the relevant plan, a particular 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.[Footnote 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 entity 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 subject 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 petitioners’ administration of ERISA-regulated benefit plans. Petitioners’ potential liability under the THCLA in these cases, then, derives entirely from the particular rights and obligations 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 federally regulated contract itself. Cf. Allis&nbhyph;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 established by the contract”); Steelworkers v. Rawson, 495 U. S. 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).
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 of action outside the scope of the ERISA civil enforcement 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 Contract”); Metropolitan Life, supra, at 61–62 (suit requesting damages for “mental anguish caused by breach of [the] contract”); 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 authorized under ERISA. See Pilot Life, supra, at 43 (compensatory 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 ‘ordinary care.’ ” 307 F. 3d, at 309. But as we have already discussed, 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 holding in Ingersoll-Rand as follows: “[W]hile state law duplicated the elements of a claim available under ERISA, it converted 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 to convert an equitable remedy into a legal remedy. Nowhere 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 damages 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 refusal to honor a claim needed to be proved in order to recover 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 enforcement 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.
Respondents also argue—for the first time in their brief to this Court—that the THCLA is a law that regulates insurance, and hence that ERISA §514(b)(2)(A) saves their causes of action from pre-emption (and thereby from complete pre-emption).[Footnote 5] This argument is unavailing. The existence of a comprehensive remedial scheme can demonstrate an “overpowering 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.
“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, . . . 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. Allowing respondents to proceed with their state-law suits would “pose an obstacle to the purposes and objectives of Congress.” 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 ordinary 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 a claim for benefits outside of, or in addition to, ERISA’s remedial scheme.
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 completely 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); see also Land v. CIGNA Healthcare, 339 F. 3d 1286, 1292–1294 (CA11 2003).
Pegram cannot be read so broadly. In Pegram, the plaintiff sued her physician-owned-and-operated HMO (which provided medical coverage through plaintiff’s employer pursuant 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 decided 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 fiduciary to the extent that it makes mixed eligibility decisions acting through its physicians.” Id., at 231.
A benefit determination under ERISA, though, is generally a fiduciary act. See Bruch, 489 U. S., at 111–113. “At common law, fiduciary duties characteristically attach to decisions 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); G. Bogert & G. Bogert, Law of Trusts & Trustees §541 (rev. 2d ed. 1993). Hence, a benefit determination is part and parcel 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 “fiduciary duty with respect to the interpretation of plan documents and the payment of claims”). The fact that a benefits determination is infused with medical judgments does not alter this result.
ERISA itself and its implementing regulations confirm this interpretation. ERISA defines a fiduciary as any person “to the extent … he has any discretionary authority 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 reasonable opportunity to any participant whose claim for benefits has been denied for a full and fair review by the appropriate named fiduciary of the decision denying the claim.” 29 U. S. C. §1133(2). This strongly suggests that the ultimate 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 relevant regulations also establish extensive requirements to ensure full and fair review of benefit denials. See 29 CFR §2560.503–1 (2004). 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, actions by plan fiduciaries. See, e.g., §2560.503–1(h)(3)(iii). Classifying any entity with discretionary authority over benefits 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 Pegram’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 plaintiff’s treating physician qua treating physician and qua benefits administrator. Put another way, the reasoning of Pegram “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 physician’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 respondents’ treating physicians. Petitioners’ coverage decisions, then, are pure eligibility decisions, and Pegram is not implicated.
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).
Respondents also argue that the benefit due under their ERISA-regulated employee benefit plans is simply the membership in the respective HMOs, not coverage for the particular medical treatments that are delineated in the plan documents. See Brief for Respondents 28–30. Respondents did not identify this possible argument in their brief in opposition to the petitions for certiorari, and we deem it waived. See this Court’s Rule 15.2.
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 mechanism 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”).
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 undertaken 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 determinations made by ERISA-regulated disability plans).
The United States, as amicus, suggests that some individuals in respondents’ positions could possibly receive some form of “make-whole” relief under ERISA §502(a)(3). Brief for United States as Amicus Curiae 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). Respondents declined to do so; the District Courts therefore dismissed their complaints with prejudice. See App. 147–148; id., at 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.
The Court today holds that the claims respondents asserted 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 consistent with our governing case law on ERISA’s preemptive 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 increasingly 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 interpretation of ERISA’s preemptive force with a cramped construction 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 (internal quotation marks omitted).
A series of the Court’s decisions has yielded a host of situations 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 relief ’ … refer[s] to those categories of relief that were typically 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 Court ruled that, as “§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, 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 interpreted by this Court, will not be healed until the Court “start[s] over” or Congress “wipe[s] the slate clean”); DiFelice, 346 F. 3d, at 467 (“The vital thing … is that either Congress or the Court act quickly, because the current situation is plainly untenable.”); Langbein, What ERISA Means by “Equitable”: The Supreme Court’s Trail of Error in Russell, 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 tradition that Congress intended [when it provided in §502(a)(3) for] ‘appropriate equitable relief.’ ”).
The Government notes a potential amelioration. Recognizing 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 currently 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 19 (“entity with discretionary authority over benefits determinations” is a “plan fiduciary”); Tr. of Oral Arg. 13 (“Aetna is [a fiduciary]—and CIGNA is for purposes of claims processing.”). As the Court points out, respondents here declined 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 20, n. 7. But the Government’s suggestion may indicate an effective remedy others similarly circumstanced might fruitfully pursue.
“Congress … intended ERISA to replicate the core principles of trust remedy law, including the make-whole standard of relief.” Langbein 1319. I anticipate that Congress, or this Court, will one day so confirm.
Aetna Health Inc., fka Aetna U.S. Healthcare Inc. and Aetna U.S. Healthcare of North Texas Inc.
Ruby R. Calad, et al.


text:
The answer then set forth that the plaintiff did not commence his action to enforce his lien within the 90 days given by the act in force when the work was commenced under the contract, and therefore the lien no longer existed at the time the action was commenced to enforce it.
The answer of Corey Bros. & Co. was in the nature of a cross complaint, and set up the fact that they entered into a contract with the Bear Lake Company on the 1st of May, 1890, to construct certain portions of the canal of the company, and that between such date and the 5th of December, 1890, they did the work provided for in the contract, and on the 7th of January, 1891, they filed their claim for a lien for the balance of the money due them under the contract (which was about $11,000); and [164 U.S. 1, 5] they asked for a decree enforcing their lien as a prior incumbrance to that of the mortgage upon the property of the Bear Lake Company.
The Bear Lake Company set up the same facts as a defense against the plaintiff's cause of action that were alleged by the Mortgage Trust Company; and it answered the claim of Corey Bros. & Co. by alleging that the mortgage to the mortgage trust company had been executed and duly recorded, and was in existence long before and at the time of the execution of the agreement which Corey Bros. & Co. made with the Bear Lake Company, and that, therefore, the lien of Corey Bros. & Co. was subsequent and subject to the lien of the mortgage upon the after-acquired property of the Bear Lake Company.
No question arises with reference to the other defendants.
The case came on for trial upon the issues thus found, and the court, after hearing the evidence, gave judgment in favor of plaintiff and of Corey Bros. & Co., establishing their liens, respectively, upon an equality, and making them prior and superior to the lien of the mortgage trust company by reason of its mortgage, and decreeing the sale of the property to satisfy such liens. 34 Pac. 368.
John F. Dillon, for appellants.
[164 U.S. 1, 10] S. B. Ladd and Arthur Brown, for appellees.
The contest in this case lies between the plaintiff and the firm of Corey Bros. & Co., on the one hand, and the mortgage trust company, on the other. The former demand priority of lien for their respective claims over that of the mortgage held by the mortgage trust company upon the property of the Bear Lake Company.
It will be convenient to separately examine these claims.
This action was commenced within one year after filing the statement of the plaintiff's claim, and he therefore insists that it was commenced in time, and that his lien should have priority. In that contention he is met by the claim of the mortgage company that the section referred to does not affect the plaintiff's case, as the contract between him and the Bear Lake Company was entered into, and a large amount of the work was done under it, prior to March, 1890, and while the act of 1888 was in force, and that, by the express terms of the proviso in section 32 of the act of 1890, the repeal of the act of 1888 did not affect any right or remedy, nor abate any suit or proceeding existing, instituted, or pending, under the laws thereby repealed.
The terms of the act of 1890 are thus cited as a limitation of the plaintiff to the provisions of the act of 1888. If plaintiff be thus confined, he cannot maintain this action, as he did not commence it until some time after the expiration of the 90 days from the date of filing his claim.
Upon comparing the two acts of 1888 and 1890 together, it is seen that they both legislate upon the same subject, and in many cases the provisions of the two statutes are similar, and almost identical. Although there is a formal repeal of the old by the new statute, still there never has been a moment of time since the passage of the act of 1888 when these similar [164 U.S. 1, 12] provisions have not been in force. Notwithstanding, therefore, this formal repeal, it is, as we think, entirely correct to say that the new act should be construed as a continuation of the old with the modification contained in the new act. This is the same principle that is recognized and asserted in Steamship Co. v. Joliffe, 2 Wall. 459. In that case there was a repeal in terms of the former statute, and yet it was held that it was not the intention of the legislature to thereby impair the right to fees which had arisen under the act which was repealed. As the provisions of the new act took effect simultaneously with the repeal of the old one, the court held that the new one might more properly be said to be substituted in the place of the old one, and to continue in force, with modifications, the provisions of the old act, instead of abrogating or annulling them, and re-enacting the same as a new and original act.
It is true that the law in the Joliffe Case did not contain any saving of or provision for the rights and remedies of the pilot, but the foundation of the reasoning by which the court concluded that the new should be treated as a continuation of the old statute with modifications did not rest alone upon this omission. It was chiefly based upon the facts above stated,-the similarity of the subject-matters of the two statutes, and that the effect was a continuation of the old statute as modified by the new, notwithstanding the use of language which formally repealed the old statute.
The omission to provide for the rights of the pilot does not therefore detract from the authority of the case for the purpose for which it is here cited.
The two acts in question here are of a similar nature, relating to the same general subject-matter, and making provisions for the creation and enforcement of mechanics' liens. The new act of 1890, although in terms repealing the earlier act, is yet in truth, and for the reasons already given, a continuation of that act with the modifications as provided in the new one. One of those modifications is the extension of the time in which to commence the action to foreclose the lien after the filing of the statement which claims it. Where at the time of [164 U.S. 1, 13] the passage of the new act the proposed lienor has only entered upon the execution of his contract, and has not yet completed the work under it, we think that, at least as to him, the provision enlarging the time in which to commence the action to foreclose the lien is applicable, and there is no retroactive effect thereby given to that provision of the new act.
It may be asked what effect is given under this construction to the language of the proviso contained in section 32 of the act of 1890, already quoted. The answer is that the mere enlargement of the time in which to commence the action, at least in a case where the time had not yet arrived in which to file any statement of the plaintiff's claim for a lien, does not affect any right or remedy provided for in the old act. The right, as that term is used in the statute, consisted of the right of sale of the property in order, if necessary, to obtain payment of the money due the contractor. The remedy consisted of the taking of certain proceedings by which this sale was to be accomplished. Prior to the arrival of the time when one of these steps was to be taken an alteration of the statute by which the time to take that step might be enlarged was not an alteration of the right or of the remedy, as those terms are used in the statute, nor did it in any way affect either. It was simply an alteration of the mere procedure in the course of an employment of a remedy, the remedy itself remaining untouched or unaffected by such alteration. In this case such an enlargement of time to commence an action was given before the time had arrived in which the action could have have been commenced under the old statute. The new statute was prospective in its operation, even as applied to this case. Of course, if the new act had curtailed the time in which to bring the action, after the time had commenced to run under the old statute, totally different considerations would spring up; and what was a mere alteration of procedure, having really nothing to do with a remedy in the one case, might, in the other, most seriously affect it, and hence come within the proviso in question. Under the facts of this case, the right or remedy of the plaintiff was not touched, or, in the language of the proviso, was not 'affected,' by the enlargement of the time in [164 U.S. 1, 14] which to commence the action, and therefore the proviso did not take the plaintiff's case out of the application of the section in the new act providing such enlarged time.
Under the construction given by us to the act of 1890, as a continuation of that of 1888, with modifications, the question as to which act the lien is claimed under is not specially material. In effect, it is one act, and those labors, etc., which were performed before the passage of the act of 1890 are added to those performed thereafter. The lien is really claimed by virtue of the fact that at the time when the contract was entered into the statute of Utah provided such a right or remedy, and, although the action to foreclose the lien was commenced under the provisions of the act of 1890, yet the right itself commenced under the old act. That right is not affected by any provision of the new act, and although it is claimed that the right and the remedy must go together under the old act, as they are preserved by the same language, yet, for the reasons already given, the time in which to commence the action is no part of the remedy, as that word is used in the proviso; and an extension of that time may be provided for in the new act without in any way affecting the right or remedy of the lienor, where the facts are the same as in this case.
We must bear in mind the position of the plaintiff when the act of 1890 was passed. He had not then completed his contract, and could not therefore file any statement of claim, nor could he commence any action. The particular time in which he would be allowed to commence his action ( provided a sufficient time in fact were given) was, under such circumstances, mere matter of procedure, as distinguished from remedy. The [164 U.S. 1, 15] remedy would not thereby be altered, because the remedy consisted in filing the statement and in commencing the action. The time in which to do either would be matter of procedure only. Hence, when the act of 1890 was passed, which enlarged the time in which to commence the action already provided for, such enlargement did not affect any right or remedy of the plaintiff. It did not affect either, because the provision applied only to procedure, and not to right or remedy; and therefore the plaintiff could avail himself of the time given him by the act of 1890 in which to commence his action, as one of the steps in procedure by which the remedy for a violation of the contract by the enforcement of foreclosure of the lien would be accomplished.
We conclude that the lien of the plaintiff was valid, and superior to the mortgage of the mortgage trust company.
2. We are of the opinion also that the claim of Corey Bros. & Co. for a lien superior to that of the mortgage trust company was properly allowed. That company claims a superiority of lien because of the clause in its mortgage by which the Bear Lake Company mortgaged to it, in addition to the property then owned by the lake company, all its after-acquired property.
A clause in a mortgage which subjects subsequently acquired property to the lien of the mortgage is a valid clause. Railroad Co. v. Hamilton, 134 U.S. 296 , 10 Sup. Ct. 546; Trust Co. v. Kneeland, 138 U.S. 414 , 11 Sup. Ct. 357; Railroad Co. v. Cowdrey, 11 Wall. 459-481.
Such a mortgage, as against the mortgagor and subsequent incumbrancers, attaches itself to the after-acquired property as fast as it comes into existence, or as fast as the canal or railroad is built, and the lien of the mortgagee is held to be superior to that of the constructor. The lien of the mortgage extends also to an equitable as well as to a legal title to the property subsequently acquired. 134 and 138 U. S., 10 and 11 Sup. Ct., supra.
The company claims that under the principles decided in these cases the lien of its mortgage is superior to the claim of Corey Bros. & Co.
On the contrary, the latter claim to bring their case within [164 U.S. 1, 16] the rule recognized in this court,-that even under the after-acquired property clause in a mortgage, if property be burdened with an incumbrance or lien at the very time of coming into the possession or ownership of the mortgagor, such incumbrance remains prior and superior to the lien of the mortgage, although it was actually subsequent thereto in point of time. U. S. v. New Orleans, 12 Wall. 362; Fosdick v. Schall, 99 U.S. 251 .
Congress subsequently passed another act, approved July 9, 1870, entitled 'An act to amend an act granting the right of way to ditch and canal owners over the public lands and for other purposes.' 16 Stat. 218.
The trial court made one other finding of fact (the thirty-third), by which it was found that the work done by Garland and by Corey Bros. & Co. was done for the Bear Lake Company, which company, with the consent of the owners of the legal title, entered into possession of the land through which the canal ditches were dug, and then, after so entering into possession, the company consented to and permitted the plaintiff Garland, and also Corey Bros. & Co., to do the work under their contracts with the company in digging and excavating the canal.
The counsel for the mortgage company excepted to the twenty-ninth finding of the court on the grounds (1) that there was no evidence upon which to base the finding; (2) the evidence did not support the finding; ( 3) there was no plead- [164 U.S. 1, 18] ing upon which to base the same. This exception as to the lack of evidence to support the findings we cannot consider, and we think that the objection as to the pleading is not well taken.
Upon appeal from the supreme court of a territory, this court is precluded, under the statute, from reviewing any question of fact, and the finding of the court below is conclusive upon this court as to all such questions. The jurisdiction of this court on such an appeal, apart from exceptions duly taken to rulings on the admission or rejection of evidence, is limited to determining whether the findings of fact support the judgment. Stringfellow v. Cain, 99 U.S. 619 ; Neslin v. Wells, 104 U.S. 428 ; Eilers v. Boatman, 111 U.S. 356 , 4 Sup. Ct. 432; Improvement Co. v. Bradbury, 132 U.S. 509 , 10 Sup. Ct. 177; Mammoth Min. Co. v. Salt Lake Foundry & Mach. Co., 151 U.S. 450 , 14 Sup. Ct. 384.
The findings of the trial court are approved and adopted by the supreme court of the territory by a general judgment of affirmance. Neslin v. Wells, supra.
We must therefore, in the examination of the question now under consideration, be confined to the facts as found by the trial court, approved as they have been by the general affirmance of the judgment by the supreme court of the territory.
So far as the public land is concerned, over or through which these ditches for the canal were dug, the statutes above cited create no title, legal or equitable, in the individual or company that simply takes possession of such land. The government enacts that any one may go upon its public lands for the purpose of procuring water, digging ditches for canals, etc., and when rights have become vested and accrued, which are recognized and acknowledged by the local customs, laws, and decisions of courts, such rights are acknowledged and confirmed. Under this statute no right or title to the land, or to a right of way over or through it, or to the use of water from a well thereafter to be dug, vests, as against the government, in the party entering upon possession, from the mere fact of such possession, unaccompanied by the performance of any labor thereon.
Undoubtedly rights, as against third persons, are acquired [164 U.S. 1, 19] by priority of possession, and the government will and does recognize such rights, as between those parties. This is the principle running through the cases cited by the counsel for appellants. In Sullivan v. Mining Co., 11 Utah, 438, 40 Pac. 709, which is one of those cases, the priority of possession of the person who entered upon the public land and dug the well was recognized as thereby making a superior title to the use of the water from the well over that acquired by a person who was the subsequent purchaser of the land from the government. In that case the well had been dug, and the condition fulfilled. If no well had ever been dug, and a reasonable time for digging it had passed, the mere priority of possession would have given no superior title to the land over that acquired by the grantee from the government. It is the doing of the work, the completion of the well, or the digging of the ditch, within a reasonable time from the taking of possession, that gives the right to use the water in the well, or the right of way for the ditches of the canal upon or through the public land. Until the completion of this work, or, in other words, until the performance of the condition upon which the right to forever maintain possession is based, the person taking possession has no title, legal or equitable, as against the government. What, if any, equitable claims a party might have upon the government who did a large amount of work, but finally failed to complete the necessary amount to secure the water or right of way, it is not necessary to determine or discuss. Those equities would not, in any event, amount to an equitable title to the right of way, or to the use of the water, and so need not be here considered.
The Bear Lake Company, therefore, never had any legal or equitable title to the land over or through which the ditch for the canal was dug, as against the government, until the ditch was completed. As the ditch was completed by the labor of the contractor, and the very title of the mortgagor thereto was itself created by his labor, the lien attached to the property as it was created and came into being, and arose coincident with the ownership of the ditch by the mortgagor, and the property came into the hands of the mortgagor burdened [164 U.S. 1, 20] with this lien, which remains superior to that of the mortgage. The point is that the mortgagor never had any claim or title, of a legal or equitable nature, to the land upon which this work was done during the whole time that the work was going on, and when the title did thereafter vest in the Bear Lake Company, by virtue of the work done by Corey Bros. & Co., it became burdened with the lien created by virtue of the work so done upon it. If prior to the doing of the work the Bear Lake Company had simply purchased the land, or entered into any such agreement with the owner thereof as gave it an equitable title to the same, then the property would not have come to the Bear Lake Company burdened with any lien, and the work thereafter done upon it, in the shape of digging the ditch, etc., would not have given gound for any priority of lien as against the mortgage of the trust company.
The very question in issue is whether the mortgage was a valid incumbrance upon any after-acquired land prior to these liens. Inasmuch as the title to the right of way did not pass until the completion of the work, we hold the mortgage was not a valid incumbrance upon such right of way until that time, and that the title came to the Bear Lake Company burdened with the lien claimed by the lienor, which attached to the property at the very moment of, and simultaneously with, the vesting of such title in the company, and in priority to the lien of the mortgage.
This principle is in entire harmony with that laid down in the already cited cases of Railroad Co. v. Cowdrey, 11 Wall. 459, and Toledo, D. & B. R. Co. v. Hamilton, 134 U.S. 296 , 10 Sup. Ct. 546, and with the cases therein referred to. In neither of the above-mentioned cases did the title to the property come into the hands of the company burdened with any lien. Most of the property in the first above-cited case came to the company before any work was done, and a small portion only was purchased by it after the work was done; and it was held that the lien of the mortgage upon the property, as after acquired, was superior to that of the constructor who did the work. His work did not transfer the title, or create the condition upon which the vesting of the title could take place in the mortgagor, and consequently there was no basis for the claim that the property came to the mortgagor burdened with the lien. [164 U.S. 1, 22] In the Toledo Case the dock was built upon property to which the mortgagor had a good, equitable title, and which was covered by the mortgage, just the same as if the title were a legal one; and it was held that the dock became subject to the lien of the mortgage, as prior and superior to any lien of the mechanics for construction. It was urged in that case that, at the time the mechanic's lien was claimed to have been created, the legal title to the property sought to be affected was not in the railroad company, but was in one George W. Ballou, and therefore the mortgage of the property by the railroad company created no legal lien, and although, by the decree of foreclosure, the legal title was transferred to the mortgagor, yet it was transferred subject to the burden of the mechanic's lien. The court held that the mortgagor had the equitable title to the property before foreclosure, and that the mortgage given by the mortgagor covered property to which it had an equitable title, as well as property to which it had a legal title. In the case at bar the mortgagor never had any title at all, legal or equitable, until after the work had been performed by the constructors, and only then by virtue and through the means of such work.
This case bears great similarity to that of Botsford v. Railroad Co., 41 Conn. 454, the principle of which case was approved in 134 U.S. 296 , 10 Sup. Ct. 546, supra. The mortgage executed by the company in the Connecticut case covered after-acquired property. After the execution of the mortgage it entered into an agreement with the owner of land by which the owner agreed to thereafter convey the land to the company upon condition that the depot of the company should be established thereon, and other things done in connection therewith. The court held that the agreement amounted to a conditional sale, and that no title to the property passed to the railroad company unless and until it performed the conditions. Hence it was held that the lien acquired by the constructor of the depot, who was employed by the railroad company for that purpose, attached to the land, and that when the title subsequently came to the railroad company by reason of the performance [164 U.S. 1, 23] of the conditions by it, the land came burdened with the lien upon it in favor of the constructor of the depot, and such lien was therefore superior to the lien of the mortgage.
It is said that in any event the title which finally vested in the Bear Lake Company by virtue of the completion of the work, as claimed by the respondents, relates back to the time when possession of the land over which the right of way existed was first taken, and that such possession was taken by the Bear Lake Company prior to any work being done by either the plaintiff Garland or by the defendants Corey Bros. & Co., and the title thus became subject to the lien of the mortgage before the work was done by the lienors. This doctrine of relation, by which it is claimed that the lien of the mortgage attached to the right of way prior to the lien of the constructor, is a fiction only. It is indulged in for the purpose of thereby cutting off intervening adverse claims of third parties against the right or title set up and acquired by the first possessor. It will not be indulged in for the purpose of thereby effecting an injustice, by subjecting the right of way to the prior lien of a mortgage, when the existence of the title to the right of way in the Bear Lake Company was made possible only after and by the labor of the lienors. In such case the actual fact will be considered, and not the fiction.
It is also said that the mortgagee occupies a position superior in equity to that of the Corey firm, because the mortgage was executed and on record a long time before the firm did any work upon the ditches, and it must have known, or, at any rate, notice from the record will be imputed to the firm, that the mortgage lien was in existence. The answer to this position is that, under the law as above stated, the firm knew that, prior to the completion of the work by it, the Bear Lake Company would have no title, and the mortgage would not be a lien upon the property, and that when the work was completed the title would pass to the Bear Lake Company burdened with the lien of the firm, and such lien would be superior to that of the mortgage. To one occupying the position of these lienors, the mortgage was not in existence. Upon the same principle, the mortgagee would know that it could acquire no lien on [164 U.S. 1, 24] this property superior to that of the lienors, and that the title to the property created by the lienors would come to the Bear Lake Company burdened with their lien. It is plain that in this light the equity of the lienors is superior to that of the mortgagee, and their lien should, if possible, be preferred.
The general principle upon which the lien of Corey Bros. & Co. upon the right of way over the public lands is claimed as being prior to that of the mortgage also applies to and covers the case of the land procured by the Bear Lake Company from Kerr, and mentioned in the foregoing twenty- ninth finding of fact. It was a conditional gift by Kerr to the company of the right of way, to take effect and be valid upon the construction of the canal through the lands of Kerr. As to the portion of the land which was obtained by purchase by the Bear Lake Company at various times from individual proprietors after May 1, 1890, the finding is too general upon which to predicate error calling for a reversal of the whole judgment. The party alleging error should clearly show it, and, where it is of a kind that ought not to carry a reversal of the whole judgment because of it, he should in that case show the amount of the error, and the extent to which it affected the judgment. Here the case is barren of any finding as to extent of the purchase from private individuals, and whether the purchases were made prior to the work being done, or after the same had been performed. Interpreting the thirtieth finding of the court upon this subject as being one of fact, we should say the purchase was not fully accomplished, nor was the title finally transferred, until after the work had been done. The thirtieth finding is as follows: 'All the right of way of the Bear Lake & River Company, as described in finding 19, was acquired by said Bear Lake & River Waterworks & Irrigation Company after the mechanic's lien of the plaintiff William Garland and the mechanic's lien of the defendants Corey Bros. & Co. attached to the same.' The appellants criticise this finding as a conclusion of law. It is made by the court as one of fact, and it may be there is some matter of fact mixed with a legal conclusion. At any rate, the whole matter is left in some uncertainty as the the [164 U.S. 1, 25] exact facts relating to the purchase of the right of way after May 1, 1890, and as to the extent of such purchases from individuals, and as to the conditions upon which the purchases were made.
They may have been made under such circumstances as to bring them directly within the principle of the case last cited. If so, the lands would be subject to a lien to the same extent as the lands otherwise acquired.
We will not, in such case, indulge in any presumptions unfavorable to the judgment, and for the purpose of reversing it, unless they are natural and probable, and such as ought to be drawn from the facts actually found by the court below. We do not find this to be the case here.
We think the Bear Lake Company was such an owner as comes within the meaning of the statute of 1890 providing for a lien. Although without a legal or an equitable title until the work was done, yet the Bear Lake Company, when the work was completed, became such owner, and in the mean time, and after the execution of the contract with Corey Bros. & Co. and with the plaintiff Garland, it occupied such a position with regard to the property as brings it within the equity of the statute for the purpose of the lien for [164 U.S. 1, 26] work done, and we think such lien, when the work was completed and the statement of claim filed, was superior to the lien of the mortgage.
Our conclusion is that the whole judgment should be affirmed.

matches: v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v.


§ 114-2 Statement of policy.
§ 114-4 Method of sound-level measurement; unregulated activities; maximum levels.
§ 114-6 Permitted and regulated noises.
§ 114-9 Effect on other provisions.
§ 114-11 Penalties for offenses; additional remedies.
Alarms — See Ch. 48.
Dogs — See Ch. 72.
This chapter shall be known as the "Town of Haverstraw Noise Control Law."
It is hereby declared to be the policy of the Town of Haverstraw to safeguard the right of its residents within the privacy of their homes to be free from intrusive unwanted sounds. Problems concerning the disturbance of peace and quiet by noise from various activities are best solved by thoughtful discussions and cooperative agreements between affected parties. However, to resolve remaining problems of noise which is disturbing to others, it is the policy of the Town of Haverstraw to establish standards, variance procedures, enforcement procedures and penalties.
A unit for measuring the volume of sound, equal to 20 times the logarithm to the base 10 of the ratio of the sound pressure of the measured sound to a standard pressure of 20 micronewtons per square meter.
New Year's Day, Lincoln's Birthday, President's Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day and Christmas Day.
Any zoning district which is not a residential zoning district. "Nonresidential zoning districts" include C, PIO, CR, PO and WRD Zoning Districts.
Any zoning district in which one-family detached dwellings or one-family and multifamily dwellings are permitted principal uses, including Zoning Districts R-120, R-40, R-25, R-15, RG and RMH.
The sound-pressure level measured in decibels with a sound-level meter set to A-weighting, expressed in dB(A).
An instrument for the measurement of sound levels which conforms to Type 1 or Type 2 standards under American National Standards Institute (ANSI) Specifications S1.4-1971 or the latest approved revision thereof.
Any electronic or electrical device that is used for the production of sound, including but not limited to any loudspeaker, radio, television, tape recorder, phonograph or any other sound-amplifying equipment.
Any zone as defined in Chapter 167, Zoning, of the Town of Haverstraw.
No person shall or no owner or occupant of any premises shall operate or permit to be operated or use or cause to be operated in the Town of Haverstraw any sound source that produces a sound level exceeding the limitations in this section. The measurement of any sound or noise shall be made with a sound level meter using the A-weighted scale and slow response except for sounds or noises which occur in single or multiple bursts with a duration of less than one second for which fast response shall be used. The sound level determination or measurement shall be conducted not nearer to the sound source than the closest property line of the parcel on which such noise is generated, except where otherwise specified, and in no case on public or private streets. When the determination or measurement is made for a dwelling unit of a multidwelling-unit building as the receiving property, all exterior doors and windows of the dwelling unit shall be closed and the determination or measurement shall be taken in the center of a room.
Customary residential activities. Customary residential activities on properties within any residential zoning district, including social gatherings, deliveries of residential heating oil and pickup of residential garbage, as well as permitted agricultural activities, shall not be regulated by this chapter, except for specific activities or noise sources that are subject to and governed by § 114-5A, Sound reproduction devices; § 114-5B, Burglar alarms; § 114-5C, Animals; or § 114-6B, Domestic tools and equipment; vehicle repair.
Other activities. Noise produced by other activities on properties within any residential or nonresidential zoning district shall not exceed 60 dB(A) during the hours of 8:00 a.m. to 6:00 p.m. or 45 dB(A) during the hours of 6:00 p.m. to 8:00 a.m. on any other property used for residential purposes within any residential zoning district unless otherwise permitted in § 114-7, Exceptions. However, the restrictions contained in this Subsection B shall not be applicable to specific activities or noise sources that are subject to and governed by § 114-75A, Sound reproduction devices; § 114-5B, Burglar alarms; § 114-5C, Animals; § 114-6A, Air-conditioning and air-handling equipment; or § 114-6B, Domestic tools and equipment; vehicle repair.
Horns, signaling devices, etc. The sounding of any horn or signaling device on any automobile, motorcycle or other vehicle on any street or public place of the Town of Haverstraw, except as a danger warning; the sounding of any such device for an unnecessary and unreasonable period of time; and the use of any such signaling device when traffic is for any reason held up.
Radios, television sets, tape recorders, bands, etc. The playing, using, operating or permitting to be played, used or operated of any radio receiving set, television set, musical instrument, band, tape recorder, phonograph or other machine or device for the producing or reproducing of sound in such manner as to disturb the peace, quiet, tranquillity and comfort of the neighboring inhabitants, or at any time with louder volume than is necessary for the convenient hearing of the person or persons who are in the place, room, vehicle or chamber in which such set, machine, instrument, band or device is played or operated and who are voluntary listeners thereto. The playing or operation of any such set, tape recorder, instrument, band, phonograph, machine or device in such manner as to be plainly audible at a distance of 50 feet from the place, building, structure or vehicle in which it is located shall be prima facie evidence of a violation of this section.
Loudspeakers and amplifiers for advertising. The playing, using, operating or permitting to be played, used or operated of any radio receiving set, television set, musical instrument, band, tape recorder, phonograph, loudspeaker, sound amplifier or other machine or device for the purpose of producing or reproducing sound which is placed upon the public streets for the purpose of commercial advertising or attracting the attention of the public to any building or structure.
Yelling and shouting. Yelling and shouting on the public streets at any time or at any place so as to annoy or disturb the quiet, comfort or repose of persons in any office or in any dwelling, hotel or other type of residence or of any persons in the vicinity.
Animals. The keeping of any dog or other animal which by causing frequent or long continued barking or other noise shall disturb the comfort or repose of any persons in the vicinity.
Schools, courts, churches and hospitals. The creation of any excessive noise on any street adjacent to any school, institution of learning, church or court while the same are in use, or adjacent to any hospital, which unreasonably interferes with the workings of such institution or which disturbs or unduly annoys patients in the hospital, provided that conspicuous signs are displayed in such streets indicating that the same is a school, hospital or court street.
Hawkers and peddlers. The shouting, yelling and crying of peddlers, hawkers and vendors which disturbs the peace and quiet of the neighborhood.
Sound reproduction devices. No person shall or no owner or occupant of any premises shall operate or permit to be operated or use or cause to be operated loudspeakers or other sound reproduction devices so as to produce sounds which are audible between the hours of 8:00 p.m. and 10:00 a.m., or are audible and unreasonably intrusive at any other times on any other property used for residential purposes within any residential zoning district as determined within and no closer to the property line of the receiving property than the absolute minimum side yard distance specified for the residential zoning district in which the receiving property is located except as permitted in Subsection I, Burglar alarms, or § 114-7, Exceptions. For any sound reproduction device operated in any C or PIO development, the limitation on audibility of sound from that device shall be applied only outside of that development. Nothing in this subsection is intend to prohibit incidental sounds emanating from public sporting events or public entertainment events.
Burglar alarms. Sound from an exterior burglar alarm of any building or motor vehicle shall terminate within 15 minutes after it has been activated.
Animals. It shall be unlawful for any owner of or any other person harboring any animal to permit or allow such animal while in the Town of Haverstraw to engage in habitual loud howling, barking or noise making which is unreasonably intrusive.
Exhaust and mufflers. No person shall cause or permit the operation of any device, vehicle, construction equipment or lawn maintenance equipment, including but not limited to any diesel engine, internal combustion engine or turbine engine, that has been modified or become defective so as to cause the level of sound emitted to be greater than that emitted as originally manufactured.
Air-conditioning and air-handling equipment. No person shall or no owner or occupant of any premises shall operate or permit to be operated or use or cause to be operated an air-conditioning or air-handling device that produces a sound level greater than 55 dB(A) on any other property used for residential purposes within any residential zoning district. However, this limitation shall not apply to properly operating air-conditioning equipment installed in residential zoning districts prior to enactment of this chapter.
Domestic tools and equipment; vehicle repair.
No person shall or no owner or occupant of any premises shall operate or permit to be operated any hand tool or power tool or equipment, including but not limited to saws, hammers, sanders, drills, grinders, lawn or garden tools, mowers, tractors, chain saws, leaf blowers or gatherers or similar devices or wood chippers of any kind, or cause or permit vehicle repair or engine tune-up activities so as to create noise in excess of the following limits. This prohibition includes equipment used by lawn care or landscape services.
Noise levels from domestic tools and equipment and from vehicle repair during the hours of 8:00 a.m. to sundown, Monday through Friday, except holidays, and 9:00 a.m. to sundown, Saturday, Sunday and holidays, shall not be restricted by this subsection. At all other times, such noise levels shall not exceed 45 dB(A) on any other property used for residential purposes within any residential zoning district.
However, uses of snowblowers, chain saws and other domestic tools and equipment are exempted from these limits when they are being used to clear driveways, streets or walkways during and within 24 hours after snowfalls, rainstorms, ice storms, windstorms or similar emergencies.
Editor's Note: Former Subsection C, Noise from sound reproduction devices in motor vehicles, which immediately followed this subsection, was repealed 3-24-2003 by L.L. No. 6-2003.
Nothing in this chapter shall be construed to prevent the production of music in connection with any military or civic parade, funeral procession or religious service.
This chapter shall not be construed to prohibit to use of any organ, bell, chimes or any other similar instrument or device by any church, synagogue or school on or within its own premises in connection with religious rites or ceremonies of such church or synagogue or in connection with a school education program.
For sound reproduction devices used in connection with weddings or similar events on any property used for residential purposes, sound levels in excess of those permitted in § 114-5A are allowed, provided that such sound levels do not exceed 65 dB(A) on any other property used for residential purposes within any residential zoning district and provided that sound levels in excess of those permitted in § 114-5A cease by 11:00 p.m. on Sunday, Monday, Tuesday, Wednesday or Thursday nights and by 12:30 a.m. on Saturday and Sunday mornings.
Sounds created by any governmental agency by the use of public warning devices are exempted from the limitations of this chapter.
Sounds connected with sporting events of any public or private school, swim or tennis club or country club or permitted special events or sports programs are exempted from the limitations of this chapter.
Sounds connected with activities and equipment of the Town of Haverstraw Department of Public Works are exempted from the limitations of this chapter.
Sounds created by aircraft or by motor vehicles on public streets are exempted from the limitations of this chapter.
Where there are practical difficulties or unnecessary hardships in the way of carrying out the strict letter of this chapter, the Town Board shall have the power in passing upon a petition for a variance duly made pursuant to Subsection B by owners of properties with nonresidential uses which would be in violation of other subsections of this chapter to vary or modify the application of any of the regulations or provisions of this chapter so that the spirit of this chapter shall be observed, public health, safety and welfare secured and substantial justice done.
The social utility of the use or activity for which a variance is sought.
The nature and degree of observed variance from prescribed standards that results from such use or activity.
The impact of such use or activity on other residents and properties.
The nature and cost of available measures that may be taken to mitigate the impact of such use or activity.
There are unique or special circumstances or conditions, fully described in the findings of the Town Board, applying to the activity or to the use of land, property or facilities for which the variance is sought which warrant the granting of a variance on the ground of practical difficulty or unnecessary hardship.
The granting of a variance is necessary to enable the applicant to conduct the activity or use for which a variance is sought without unreasonable burden or restriction, and the variance as granted by the Town Board is the minimum adjustment that will accomplish such purpose.
The granting of the variance will be in harmony with the general purposes and intent of this chapter, will not be injurious to the community or any neighborhood or otherwise detrimental to the public health, safety or welfare and will not be in conflict with other laws or ordinances or inconsistent with the Comprehensive Master Plan of the Town.
The Town Board, in passing upon a petition for a variance under this chapter, may limit the effective period of any variance granted and may impose upon the grant or operation of any variance such conditions in furtherance of the public interest as the Town Board finds necessary or appropriate.
The Town Board shall retain continuing jurisdiction over and with respect to any variance granted under this chapter, and it shall have the fullest powers and authority allowed by law to review, rehear, modify, reverse or annul, for good cause shown, any order, resolution, decision or determination made with respect to a petition for or the granting of a variance under this chapter. No such review, reconsideration or action shall be taken except upon and after notice and a hearing as provided in Subsections F and G.
All such appeals shall be in writing on forms prescribed by the Town Board, and each appeal or application shall refer to the specific provisions of this chapter and shall exactly set forth the details of the variance that is applied for and the grounds on which it is claimed that the same should be granted. Any petition for a variance shall also identify all practical steps which have been taken or which are proposed to be taken by the applicant to reduce noise.
Notice of hearing. Notice of any hearing shall be published by the Town Board in the official paper at least five days prior to the date of said hearing. Notice of the hearing shall also be mailed by the Town Board to the parties at least five days before such hearing. The applicant shall mail, by certified mail, notice of the hearing to all abutting property owners and to all owners of property situated directly across a street from the property affected by such appeal. Proof of such mailing shall be submitted to the Town Board by the applicant prior to the hearing. The applicant shall be responsible for the cost of publication and mailing of such notice.
Hearing. The Town Board shall conduct a public hearing on any application made pursuant to this chapter. At such public hearings all those present and wishing to be heard shall be given an opportunity to be heard.
For a period of 180 days after this chapter becomes effective, a properly filed application for a variance shall exempt the applicant from the specific provisions of this chapter from which a variance is being sought, from the date of filing of the application until the Town Board has ruled on the application.
The provisions of this chapter shall in no case remove or render less restrictive limitations on noise generation or other conditions imposed for specific properties by actions of the Zoning Board of Appeals or by actions of the Planning Board or required under other applicable laws or regulations.
The provisions of this chapter shall be enforced by the Police Department of the Town of Haverstraw or other officials designated by the Town Board.
Any person violating or failing to comply with the provisions of this chapter or with any order or direction lawfully given hereunder shall be liable to a penalty not exceeding $250 for a first offense, up to $500 for a second offense and up to $1,000 for each further offense, imprisonment for not more than 15 days, or both such fine and imprisonment.
As an additional remedy, the creation of noise which violates this chapter shall be deemed and is declared to be a public nuisance and may be subject to abatement summarily by a restraining order or injunction issued by a court of competent jurisdiction.
If any clause, sentence, paragraph, section or part of this chapter shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair or invalidate the remainder of this chapter but shall be confined in its operation to the clause, sentence, paragraph, section or part thereof directly involved in the litigation in which such judgment shall have been rendered.
This chapter shall become effective 30 days after filing with the Secretary of State.