Munro v. Univ. of S. Cal.
Munro v. Univ. of S. Cal.
Opinion of the Court
We consider in this appeal whether current and former employees of the University of Southern California may be compelled to arbitrate their collective claims for breach of fiduciary responsibility against the Defendants (collectively, "USC") for the administration of two ERISA plans. Under the circumstances presented by this case, we conclude that the district court properly denied USC's motion to compel arbitration.
I
Allen Munro and eight other current and former USC employees ("Employees") participate in both the USC Retirement Savings Program and the USC Tax-Deferred Annuity Plan (collectively, the "Plans"). In this putative class action lawsuit, they allege multiple breaches of fiduciary duty in administration of the Plans.
Each of the individual Employees was required to sign an arbitration agreement as part of her employment contract. The nine Employees signed five different iterations of USC's arbitration agreement. Consistent among the various agreements is an agreement to arbitrate all claims that either the Employee or USC has against the other party to the agreement. The agreements expressly cover claims for violations of federal law.
In their putative class action lawsuit, the Employees sought financial and equitable remedies to benefit the Plans and all affected participants and beneficiaries, including but not limited to: a determination as to the method of calculating losses; removal of breaching fiduciaries; a full accounting of Plan losses; reformation of the Plans; and an order regarding appropriate future investments.
USC moved to compel arbitration, arguing that the Employees' agreements bar *1091the Employees from litigating their claims on behalf of the Plan. It also requested the district court to compel arbitration on an individual, rather than class, basis because the parties did not specifically agree to class arbitration. The district court denied USC's motion, determining that the arbitration agreements, which the Employees entered into in their individual capacities, do not bind the Plans because the Plans did not themselves consent to arbitration of the claims. USC timely appealed.
The district court had jurisdiction under ERISA § 502(e)(1),
II
The Federal Arbitration Act ("FAA") "was enacted ... in response to widespread judicial hostility to arbitration agreements." AT&T Mobility LLC v. Concepcion ,
"[T]he party resisting arbitration bears the burden[s] of proving that the claims at issue are unsuitable for arbitration ...." Green Tree Fin. Corp.-Ala. v. Randolph ,
Where there is no conflict between the FAA and the substantive statutory provision, "the FAA limits courts' involvement to 'determining (1) whether a valid agreement to arbitrate exists and, if it does, (2) whether the agreement encompasses the dispute at issue.' " Cox v. Ocean View Hotel Corp. ,
III
Turning to the particular arbitration agreements entered into between the *1092Employees and USC, we must decide "whether the agreement encompasses the dispute at issue." Cox ,
A
We cannot, of course, compel arbitration in the absence of an agreement to arbitrate; to do so would be to defeat "the FAA's primary purpose of ensuring that private agreements to arbitrate are enforced according to their terms." Volt Info. Scis., Inc. v. Bd. of Trs. of Leland Stanford Junior Univ. ,
B
To determine whether the agreements extend to the present controversy, we look first to the text of the agreements. United States ex rel. Welch v. My Left Foot Children's Therapy, LLC ,
We recently considered a similar issue in another legal context-whether a standard employment arbitration agreement covered qui tam claims brought by the employee on behalf of the United States under the False Claims Act ("FCA"). Welch ,
Here, too, the parties agreed to arbitrate "all claims ... that Employee may have against the University or any of its related entities ... and all claims that the University may have against Employee." As in Welch , this language does not extend to claims that other entities have against the University. As in Welch , we cannot interpret the catch-all clause agreeing to arbitrate "[a]ny claim that otherwise would have been decidable in a court ... for violation of any federal ... statute" to cover claims belonging to other entities. See Welch ,
The language of the arbitration agreements here is not meaningfully distinguishable from that considered in Welch . The issue, then, is whether claims for breach of fiduciary duty brought under ERISA must be treated the same as qui tam claims brought under the FCA.
C
There is no shortage of similarities between qui tam suits under the FCA and suits for breach of fiduciary duty under ERISA. Most importantly, both qui tam relators and ERISA § 502(a)(2) plaintiffs are not seeking relief for themselves. A party filing a qui tam suit under the FCA seeks recovery only for injury done to the government, Vt. Agency of Nat. Res. v. U.S. ex rel. Stevens ,
Out of this basic similarity arises a related principle-neither the qui tam relator nor the ERISA § 502(a)(2) plaintiff may alone settle a claim because that claim does not exist for the individual relator or plaintiff's primary benefit. In Bowles v. Reade ,
Significantly, these principles laid the foundation for our holding in Welch , where we held a qui tam FCA claim to be outside the scope of an arbitration agreement because the claim was not one that the employee "may have against [the employer]."
Relying on LaRue , USC argues that individuals may seek individual recovery in the context of defined contribution plans, such as the Plans here, because defined contribution plans comprise individual accounts. However, LaRue cannot bear the weight USC places on it. In LaRue , the Supreme Court held that an individual may bring an ERISA claim alleging breach of fiduciary duty even if the claim pertains only to her own account and seeks relief for losses limited to that account.
Even if LaRue held the meaning USC attributes to it, it would not control this *1094case. The claims brought by the Employees arise from alleged fiduciary misconduct as to the Plans in their entireties and are not, as in LaRue , limited to mismanagement of individual accounts.
In short, there is no principled distinction to be drawn between this case and Welch . If anything, because recovery under ERISA § 409(a) is recovery singularly for the plan, compare
IV
In sum, the claims asserted on behalf of the Plans in this case fall outside the scope of the arbitration clauses in individual Employees' general employment contracts. Therefore, the district court properly denied the motion to compel arbitration. We need not-and do not-reach any other issues urged by the parties.
AFFIRMED.
The Employees also argue that claims for breach of fiduciary duty seeking a remedy under ERISA 409(a) are inarbitrable as a matter of law, citing our decision in Amaro v. Continental Can Co. ,
Reference
- Full Case Name
- Allen L. MUNRO, individually and as representatives of a class of participants and beneficiaries on behalf of the University of Southern California Defined Contribution Retirement Plan and the University of Southern California Tax Deferred Annuity Plan Daniel C. Wheeler, individually and as representatives of a class of participants and beneficiaries on behalf of the University of Southern California Defined Contribution Retirement Plan and the University of Southern California Tax Deferred Annuity Plan Edward E. Vaynman, individually and as representatives of a class of participants and beneficiaries on behalf of the University of Southern California Defined Contribution Retirement Plan and the University of Southern California Tax Deferred Annuity Plan Jane A. Singleton, individually and as representatives of a class of participants and beneficiaries on behalf of the University of Southern California Defined Contribution Retirement Plan and the University of Southern California Tax Deferred Annuity Plan Sarah Gleason, individually and as representatives of a class of participants and beneficiaries on behalf of the University of Southern California Defined Contribution Retirement Plan and the University of Southern California Tax Deferred Annuity Plan Rebecca A. Snyder, individually and as representatives of a class of participants and beneficiaries on behalf of the University of Southern California Defined Contribution Retirement Plan and the University of Southern California Tax Deferred Annuity Plan Dion Dickman Corey Clark Steven L. Olson v. UNIVERSITY OF SOUTHERN CALIFORNIA USC Retirement Plan Oversight Committee Lisa Mazzocco
- Cited By
- 34 cases
- Status
- Published