This section contains the nature of the case and procedural background.

Ps used to work for Massey-Ferguson, Inc., a farm equipment manufacturer, and a wholly owned subsidiary of D. Ps were participants in, and beneficiaries of, Massey-Ferguson's self-funded employee welfare benefit plan -- an ERISA-protected plan that Massey-Ferguson itself administered. In the mid-1980s, D became concerned that some of Massey-Ferguson's divisions were losing too much money and developed a business plan to deal with the problem. D implemented 'Project Sunshine.' D placed many of its money-losing divisions and companies in a new form called Massey Combines. D foresaw the possibility that Massey Combines would fail. D counted on and looked forward to the failure of eliminating several of D's poorly performing divisions, but it would also eradicate various debts that D would transfer to Massey Combines, and which, in the absence of the reorganization, D's more profitable subsidiaries or divisions might have to pay. D hoped the reorganization would eliminate Massey-Ferguson benefit plan's promises to pay medical and other non-pension benefits to employees of Massey-Ferguson's money-losing divisions. D wanted to avoid the undesirable fallout that could have accompanied cancellation by inducing the failing divisions' employees (Ps) to switch employers and thereby voluntarily release Massey-Ferguson from its obligation to provide them benefits (effectively substituting the new, self-funded Massey Combines benefit plan for the former Massey-Ferguson plan). D called a special meeting and talked to Ps about Massey Combines' future business outlook, its likely financial viability, and the security of Ps’ employee benefits. D simply told Ps that their benefits would remain secure if they voluntarily transferred to Massey Combines. The truth was that Massey Combines was insolvent from the day of its creation and that it hid a $46 million negative net worth by overvaluing its assets and underestimating its liabilities. About 1,500 Massey-Ferguson employees accepted D's assurances and voluntarily agreed to the transfer. D unilaterally assigned to Massey Combines the benefit obligations it owed to some 4,000 workers who had retired from Massey-Ferguson prior to this reorganization, without requesting permission or informing them of the assignment. Massey Combines ended its first year with a loss of $88 million and ended its second year in receivership, under which Ps lost their non-pension benefits. Ps brought this lawsuit. The court found that D and Massey-Ferguson, acting as ERISA fiduciaries had harmed the plan's beneficiaries through deliberate deception. The court held that D and Massey-Ferguson violated an ERISA-imposed fiduciary obligation to administer Massey-Ferguson's benefit plan 'solely in the interest of the participants and beneficiaries' of the plan. ERISA § 404(a), 29 U.S.C. 1104(a)(1). The court added that ERISA § 502(a)(3) gave Ps a right to 'appropriate equitable relief . . . to redress' the harm that this deception had caused them individually. Massey-Ferguson was ordered to reinstate Ps into its own plan (which had continued to provide benefits to employees of Massey-Ferguson's profitable divisions). The Court of Appeals affirmed.

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