Solis v. Food Employers Labor Relations Ass'n
644 F.3d 221
| 4th Cir. | 2011Background
- DOL sought to enforce ERISA § 504(a)(1) subpoenas against two ERISA funds in an investigation of possible mismanagement of plan assets.
- Funds withheld documents claiming attorney-client and work product privileges; district court applied the fiduciary exception to override the privileges.
- Investments involved Madoff-related losses; funds invested through Meridian Fund and Rye Broad Market, with material sums still at risk as of 2008.
- District court ordered production of minutes, related documents, notes, and correspondence; certain benefit-related categories were excluded from production.
- Fourth Circuit affirmed, holding fiduciary exception applies to ERISA investigations/enforcement and no good-cause requirement is required; issue of work product privilege addressed but not fully decided due to lack of privilege logs.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the fiduciary exception apply to attorney-client privilege in an ERISA §504 investigation? | Funds: fiduciary exception does not apply here; privilege should shield communications. | Secretary: fiduciary exception extends to ERISA fiduciaries in §504 investigations; no good cause needed. | Yes; fiduciary exception applies without a good-cause showing. |
| Does the fiduciary exception extend to the attorney work product doctrine in this ERISA context? | Funds: fiduciary exception should not override work product protections. | Secretary: fiduciary exception should extend to work product as with attorney-client privilege. | Appellant: court upheld the district court; the exception applies, but the court did not fully resolve due to lack of privilege logs. |
| Should ERISA §504 investigations be distinguished from §502 enforcement actions for fiduciary-exception purposes? | Funds: §504 is regulatory; interests may differ; disclosure could harm beneficiaries. | Secretary: no principled distinction; interests align in both contexts. | No principled distinction; fiduciary exception applies in §504 context as in §502. |
| Is a good-cause showing required to apply the fiduciary exception in ERISA context? | Funds: good cause should be required to override privilege. | Secretary: no good-cause requirement in ERISA fiduciary exception context. | No good-cause requirement; context and content determine applicability. |
Key Cases Cited
- Upjohn Co. v. United States, 449 U.S. 383 (1981) (attorney-client privilege foundational, limited by fiduciary context)
- Riggs Nat. Bank of Washington, D.C. v. Zimmer, 355 A.2d 709 (Del.Ch. 1976) (fiduciary exemption applied in trust-like contexts)
- Bland v. Fiatallis N. Am. Inc., 401 F.3d 779 (7th Cir. 2005) (recognition of fiduciary exception in ERISA context)
- Mett v. United States, 178 F.3d 1058 (9th Cir. 1999) (fiduciary exception applies in ERISA; good-cause not required in some contexts)
- Becher v. Long Island Lighting Co., 129 F.3d 268 (2d Cir. 1997) (fiduciary exception limits for plan-related communications)
- Wildbur v. ARCO Chem. Co., 974 F.2d 631 (5th Cir. 1992) (fiduciary exception recognition and scope guidance)
- Doe v. United States, 162 F.3d 554 (9th Cir. 1998) (government stands in beneficiaries' shoes in ERISA investigations/enforcement)
- Garner v. Wolfinbarger, 430 F.2d 1093 (5th Cir. 1970) (good-cause considerations in fiduciary exception in corporate context)
- Washington Star Co. v. Washington-Baltimore Newspaper Guild, 543 F. Supp. 906 (D.D.C. 1982) (fiduciary-duty context guidance in ERISA-related matters)
- Donovan v. National Bank of Alaska, 696 F.2d 678 (9th Cir. 1983) (broad investigative subpoena power acknowledged)
- Donovan v. Shaw, 668 F.2d 985 (8th Cir. 1982) (agency enforcement tools in investigations)