Perelman

Opinion by Judge SCHROEDER; Dissent by Judge KOZINSKI.

This is a suit under the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001 , et seq. (“ERISA”), claiming damages for alleged breaches of fiduciary duties imposed by the Act. Plaintiffs include Pilk-ington, a British corporation that purchased the “Visioncare” companies from the defendant Revlon corporation; Pilkington’s American subsidiary, Pilkington Visioncare, Inc., which now operates these companies and administers their pension plan; and the Pilk-ington Visioncare Pension Plan, an ERISA plan. Plaintiffs sued- the trustees of their predecessor plan to recover damages representing benefits owed to Visioncare employees under their ERISA plan. The defendants are the Revlon Corporation and its various officers who were trustees of the predecessor Revlon ERISA plan. Plaintiffs seek to recoup in this action benefit payments that represent obligations to former *1397 Revlon employees that Pilkington inherited when it purchased Revlon’s subsidiary Vi-sioncare companies. The annuity provider, Executive Life Insurance Company, chosen by the defendants, never paid the plan beneficiaries the benefits owed to them…

dissenting:

The Visioncare Pension Plan sues for a breach of fiduciary duty that supposedly occurred when fiduciaries of the Revlon Plan bought an unsafe annuity to cover benefits it owed the Revlon Plan’s own beneficiaries. Like the common law, ERISA allows fiduciaries to sue their predecessors or cofiduciaries for breach of trust. But Revlon was never a predecessor fiduciary, a co-fiduciary, or any other kind of fiduciary of the Visioncare Plan; it never owed fiduciary duties to that plan’s beneficiaries. It’s black letter law (adopted by ERISA) that “fiduciary duty” and “fiduciary breach” only have meaning in the context of a fiduciary relationship. See 1 Austin W. Scott & William F. Fratcher, The Law of Trusts § 2.5, at 43 (4th ed. 1987); see also Central States, S.E. & S.W. Areas Pension Fund v. Central Transp., Inc., 472 U.S. 559, 570 , 105 S.Ct. 2833, 2840 , 86 L.Ed.2d 447 (1985) (ERISA incorporates common law of trusts). There’s no such thing as a fiduciary-at-large, someone who can be sued by anyone and everyone for a breach of duty; a fiduciary can be sued only by a beneficiary or another fiduciary of the trust that creates the duty. See Restatement (Second) of Trusts §…