Martha England v. DENSO Int'l Am. Inc., 136 F.4th 632

Plaintiffs are current and former employees of DENSO, participating in its 401(k) defined contribution pension plan, which is governed by ERISA.
The DENSO Retirement Savings Plan is a "mega 401(k) plan," with approximately 14,000 participants and over $1.7 billion in assets as of 2020.
Plaintiffs allege that DENSO’s fiduciaries violated ERISA’s duty of prudence by failing to negotiate lower recordkeeping and administrative (RKA) fees with its service provider, Empower, resulting in alleged overpayments.
Plaintiffs compared the Plan’s annual fees (~$71 per participant) to those of allegedly similar plans ($25–$39 per participant), arguing DENSO should have secured comparable or lower rates.
The district court dismissed the complaint for failure to adequately allege that the services provided to the DENSO plan and the comparators were of equivalent type and quality, thus failing to render the excessive fee claim plausible.
Plaintiffs appealed the dismissal.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether DENSO breached ERISA’s duty of prudence regarding recordkeeping fees	DENSO overpaid for commoditized, similar RKA services and failed to use bargaining power to lower fees	No sufficient facts alleged to show services were equivalent; generic comparisons are inadequate	Dismissal affirmed; insufficient context-specific facts to show excessive fees relative to services rendered

Tibble v. Edison Int’l, 575 U.S. 523 (duty of prudence applies to monitoring investments and removing imprudent ones)
Fifth Third Bancorp v. Dudenhoeffer, 573 U.S. 409 (duty of prudence inquiry is context-specific)
Ashcroft v. Iqbal, 556 U.S. 662 (plausibility standard for pleading under Twombly requires more than possibility)
Smith v. CommonSpirit Health, 37 F.4th 1160 (context-specific, meaningful benchmark required for excessive fee claims under ERISA)
Matrixx Initiatives, Inc. v. Siracusano, 563 U.S. 27 (allegations must be read as a whole on a motion to dismiss)