Chao v. Malkani

PUBLISHED

UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT

ELAINE L. CHAO, Secretary of Labor, 
United States Department of Labor,
Plaintiff-Appellee,
v.
ROMA MALKANI; INFORMATION
SYSTEMS & NETWORKS CORPORATION,
Defendants-Appellants,


and
No. 05-1654
INFORMATION SYSTEMS AND NETWORKS
CORPORATION EMPLOYEES’ PENSION
PLAN; INFORMATION SYSTEMS AND
NETWORKS CORPORATION PROFIT
SHARING PLAN; SALOMON SMITH
BARNEY, INCORPORATED,
Defendants,
CLARK CONSULTING,
Party in Interest.

Appeal from the United States District Court
for the District of Maryland, at Greenbelt.
William D. Quarles, Jr., District Judge.
(CA-00-3491-8-WDQ)

Argued: May 24, 2006

Decided: June 22, 2006

Before WILKINSON, TRAXLER, and GREGORY, Circuit Judges.
2 CHAO v. MALKANI
Affirmed by published opinion. Judge Wilkinson wrote the opinion,
in which Judge Traxler and Judge Gregory joined.

COUNSEL

ARGUED: John Carney Hayes, Jr., NIXON PEABODY, L.L.P.,
Washington, D.C., for Appellants. Evan H. Nordby, UNITED
STATES DEPARTMENT OF LABOR, Office of the Solicitor,
Washington, D.C., for Appellee. ON BRIEF: Leslie P. Machado,
NIXON PEABODY, L.L.P., Washington, D.C., for Appellants. How-
ard M. Radzely, Solicitor of Labor, Timothy D. Hauser, Associate
Solicitor for Plan Benefits Security, Karen L. Handorf, Counsel for
Appellate and Special Litigation, Elizabeth Hopkins, Senior Appellate
Attorney, Adam Neufeld, UNITED STATES DEPARTMENT OF
LABOR, Office of the Solicitor, Washington, D.C., for Appellee.

OPINION

WILKINSON, Circuit Judge:

The Employee Retirement Income Security Act of 1974 (ERISA),
29 U.S.C. § 1001 et seq. (2000), safeguards the assets of employee
benefit plans by setting forth standards of conduct for fiduciaries who
have discretionary authority over such plans. In this case, the district
court held that defendant plan fiduciaries breached their fiduciary
duties. The court removed them as fiduciaries of the plan, and
required them to remunerate it for the losses that resulted from their
misconduct. While ERISA fiduciaries should not be removed lightly,
we conclude that defendants’ actions — including attempts to raid the
plan’s assets and deprive employees of vested benefits — constitute
an egregious misuse of authority that justified the district court’s rem-
edies. We thus affirm the judgment.

I.

Defendants are Information Systems and Networks Corporation
(ISN) and Roma Malkani. ISN offers engineering services primarily
 CHAO v. MALKANI 3
to federal and state governments; Malkani is ISN’s president and sole
owner. In 1982, in order to procure and retain talented employees,
ISN established the ISN Employees’ Pension Plan ("the Plan"), a
defined contribution plan governed by ERISA. The Plan required that
ISN make an annual contribution to a trust fund for each eligible
employee. The contribution amount was based on a percentage of the
employee’s income. Upon retirement, the employee would receive the
contributions made on his behalf, plus or minus any investment gains
or losses.

The ISN Pension Plan Committee operated as the plan administra-
tor. Malkani chaired this committee. The committee hired a "third-
party administrator" to perform many administrative functions for the
Plan, which included, inter alia, calculating ISN’s annual required
contribution, determining which employees had become fully vested
and which had forfeited their benefits, distributing Plan assets to
retired employees, and reimbursing other entities for their expenses in
administering the Plan. Over its life, the Plan has employed four dif-
ferent third-party administrators, including Principal Life Insurance
Company ("Principal") and Salomon Smith Barney, Inc. ("Salomon").

From 1982 to 1994, ISN provided annual contributions to the Plan
in the amounts that third-party administrators indicated were required.
In 1995, however, it stopped making payments at all. Since that time,
it has only provided the Plan with one payment of $204,367, notwith-
standing admonitions from third-party administrators that contribu-
tions were due.

Ultimately, ISN’s refusal to make its annual contributions brought
on this litigation. On November 28, 2000, the Secretary of Labor
("Secretary") filed suit against Malkani, alleging that she breached her
fiduciary duties by failing to collect the required Plan contributions
for 1995 and 1996. The Secretary later amended the complaint to
encompass ISN’s failure to contribute through 2003.

The day after the Secretary filed suit, defendants requested that
Principal pay ISN $435,761.52 out of Plan assets for administrative
expenses ISN allegedly incurred between 1994 and 2000. Principal
responded that the Department of Labor (DOL) would probably not
approve of the reimbursement, and that it might violate ERISA. In
4 CHAO v. MALKANI
additional correspondence, defendants again asked for these expenses,
but Principal rejoined that ISN should seek DOL guidance because
the request was "unusual due to the amount of reimbursement, its
retroactive nature, and its coincidence with the DOL’s lawsuit." In
response, defendants limited their demand to $62,888.05 for adminis-
trative expenses allegedly incurred in 2000. Principal acquiesced to
this new request and paid ISN out of Plan funds.

But defendants did not stop there. They subsequently ordered Prin-
cipal to pay ISN an additional $706,264.54 in Plan assets — even
more than they had previously requested — for administrative
expenses. Principal refused. ISN thereafter cancelled its contract with
Principal, and hired Salomon as the new third-party administrator.
Malkani appointed herself trustee of the Plan while the transition took
place, thus equipping herself with the ability to withdraw Plan funds.

Principal informed the DOL of these events. The Secretary
responded by filing a motion for a temporary restraining order to
enjoin defendants from transferring any additional Plan assets to ISN
for administrative expenses. On August 16, 2001, the district court
granted this motion, and the parties thereafter entered into a consent
order in which defendants agreed not to seek administrative expenses
until the ultimate resolution of the case. The Secretary also amended
her complaint. She added ISN as a defendant, and alleged that Mal-
kani and ISN breached their fiduciary duties by seeking Plan assets
for administrative expenses and for separate conduct in which they
interpreted the Plan’s vesting provisions in a way that divested
employees of their nonforfeitable benefits.

A few days later, defendants once again attempted to acquire Plan
assets on the grounds that the Plan was overfunded. On September 13,
2001, Malkani — claiming that ISN had excessively contributed to
the Plan — sent a letter to Salomon directing it to place approxi-
mately $1.86 million of the Plan’s funds in an ISN corporate account.
Malkani’s order was predicated on the calculations of George Morri-
son, who provided administrative services to pension plans. Malkani
had hired Morrison to review the work of former third-party adminis-
trators. Morrison concluded that the Plan was overfunded because
third-party administrators had previously required ISN to contribute
larger amounts than necessary. Morrison, however, never recom-
 CHAO v. MALKANI 5
mended that Malkani seek reimbursement from Plan funds because he
had made only an initial, incomplete assessment of the Plan.

Salomon alerted the DOL that Malkani had requested a large reim-
bursement, and the DOL objected. The parties eventually entered into
another consent order forbidding ISN from obtaining any Plan assets
until the outcome of the litigation. The Secretary amended her com-
plaint once again to allege that defendants’ latest request for Plan
assets breached their fiduciary duties.

Both parties moved for summary judgment. The district court
granted the Secretary’s motion and denied defendants’ request. It held
that defendants breached their ERISA fiduciary duties, and ordered
ISN to return the $62,888.05 in administrative expenses it had
received from Principal. Chao v. Malkani, 216 F. Supp. 2d 505, 518
(D. Md. 2002). The district court also removed defendants as the
Plan’s fiduciaries, and barred them from ever again serving in this
capacity for an employee benefit plan. Id. It concluded, however, that
a trial was necessary to determine the amounts, if any, that defendants
needed to compensate the Plan for ISN’s repeated failure to make
annual contributions. Id. at 510.

The district court held a three-day bench trial, and both parties cal-
led experts who opined on the amount that ISN owed the Plan. The
Secretary’s expert indicated that ISN owed the Plan $696,524.82 for
its failure to contribute between 1995 and 2003. He suggested that
ISN had over-contributed between 1982 and 1989 in the amount of
approximately $895,000, but did not take these excess payments into
account. Defendants’ expert, by contrast, used overpayments from
previous years to offset liabilities in later years, and opined that ISN
had probably funded the Plan by more than was necessary. The dis-
trict court credited the Secretary’s expert, and held that defendants
had to pay $720,763.89 (including interest) for ISN’s failure to con-
tribute to the Plan. It refused to allow defendants to offset ISN’s lia-
bilities in the years it did not fund the Plan with its earlier excess
contributions. Defendants appeal the district court’s grant of summary
judgment and award of $720,763.89.

II.

ERISA’s primary aim is to protect individuals who participate in
employee benefit plans. See Shaw v. Delta Air Lines, Inc., 463 U.S.
6 CHAO v. MALKANI
85, 90 (1983); Bidwill v. Garvey, 943 F.2d 498, 505 (4th Cir. 1991).
These plans affect the "well-being and security of millions of employ-
ees and their dependents," 29 U.S.C. § 1001(a) (2000), and are of par-
amount importance to "the national economy, and . . . the financial
security of the Nation’s work force," Boggs v. Boggs, 520 U.S. 833,
839 (1997). But because plans often have immense assets, see, e.g.,
id. at 840, the dangers of abuse in plan administration are apparent.
ERISA was thus designed to deter "the mismanagement of funds
accumulated to finance employee benefits and the failure to pay
employees benefits from accumulated funds." Cal. Div. of Labor
Standards Enforcement v. Dillingham Constr., N.A., 519 U.S. 316,
326-27 (1997) (internal quotation marks omitted).

To effectuate this goal, Congress established "strict standards" of
conduct for those with discretionary authority over employee benefit
plans. Cent. States, Se. & Sw. Areas Pension Fund v. Cent. Transp.,
Inc., 472 U.S. 559, 570 (1985). Most notably, ERISA requires fidu-
ciaries to abide by the general duties of loyalty and care that were
firmly rooted in the common law of trusts. See id. at 570-71; see also
Restatement (Second) of Trusts §§ 170, 174 (1959). The duty of loy-
alty requires that a fiduciary "discharge his duties with respect to a
plan solely in the interest of the participants and beneficiaries," 29
U.S.C. § 1104(a)(1), and thus plan assets generally cannot "inure to
the benefit of any employer," id. § 1103(c)(1). A fiduciary also is pro-
hibited from engaging in self-dealing, id. § 1106(b)(1), and from
transacting with interested parties, id. § 1106(a)(1). Likewise, the
duty of care requires that the fiduciary function "with the care, skill,
prudence, and diligence . . . that a prudent man acting in a like capac-
ity and familiar with such matters would use." Id. § 1104(a)(1)(B).
When a breach of these duties occurs, a fiduciary must compensate
the plan for any resulting loss, and the district court may grant "other
equitable or remedial relief as [it] may deem appropriate, including
removal of such fiduciary." Id. § 1109(a).

Removal is, however, not the usual course. In fact, removal can be
detrimental for plan participants and employers alike. It imposes sig-
nificant costs on plans, which must undergo an inevitable period of
transition as a new fiduciary familiarizes itself with the plan’s provi-
sions. Constant turnover can also disrupt plan administration, and
might cause delay in participants receiving vital benefits. Courts
 CHAO v. MALKANI 7
should thus not dislodge fiduciaries for committing minor errors in
their attempt to manage the plan and comply with a complicated stat-
utory scheme. Rather, removal is only appropriate where fiduciaries
"have engaged in repeated or substantial violations of their fiduciary
duties." Faircloth v. Lundy Packing Co., 91 F.3d 648, 659 n.6 (4th
Cir. 1996); see also Reich v. Lancaster, 55 F.3d 1034, 1054 (5th Cir.
1995) (affirming removal of fiduciaries because of their "significant
violations of their ERISA fiduciary duties"); Restatement (Second) of
Trusts § 107 cmt. b (providing as grounds for removal, inter alia, "the
commission of a serious breach of trust"). With this framework in
place, we now turn to the facts of this case.

III.

Defendants initially challenge the district court’s conclusions that
they breached their fiduciary duties and that their removal as plan
fiduciaries was warranted. We find no error in the district court’s
determination. Defendants’ repeated efforts to plunder the Plan’s
assets and minimize their own liabilities demonstrate that they were
administering the Plan neither for the sole benefit of Plan participants
and beneficiaries, see 29 U.S.C. § 1104(a)(1), nor with the skill and
care of a prudent person in like circumstances, see id.
§ 1104(a)(1)(B). While one of their several dubious actions standing
alone may have made the extraordinary remedy of removal a closer
call, when their behavior is considered in the aggregate, it becomes
evident that defendants abdicated their fiduciary obligations. We will
discuss each of defendants’ defalcations in turn.

A.

As an initial matter, defendants misinterpreted the Plan in a manner
that not only contradicted the Plan’s plain language, but also violated
ERISA. Fiduciaries often enjoy wide discretion to interpret the terms
of an employee benefit plan. See Colucci v. Agfa Corp. Severance
Pay Plan, 431 F.3d 170, 176 (4th Cir. 2005). There can be disagree-
ments about the meaning of plan terms, and those disagreements ordi-
narily do not begin to give rise to questions of fiduciary breach. But
defendants’ interpretation in the instant case was highly questionable,
and supports the conclusion that they were not acting with the requi-
site loyalty and care.
8 CHAO v. MALKANI
Under the terms of the Plan, an employee’s benefits became "fully
vested in him and nonforfeitable" after "his completion of five (5)
Years of Service with the Company." Defendants interpreted these
terms to require five years of participation in the Plan — and not five
years of actual employment with ISN — before employee benefits
became fully vested. As a result of this reading, employees did not
receive vesting credit for their first year of employment, because they
did not qualify to participate in the Plan until after their first year. In
April 2000, defendants retroactively implemented this interpretation
and ordered Principal to forfeit the benefits of former employees who
had departed ISN prior to participating in the Plan for five years. Sev-
eral former employees were surprised by this action, because they had
received prior notice from Principal indicating that their benefits had
become fully vested.

Defendants appear to have based their interpretation on the Plan’s
definition of "Year of Service." But this definition gives their reading
no assistance. It provides:

Year of Service shall mean: (a) any Plan Year during which
an Employee has not less than 1,000 Hours of Service with
the Company; and (b)(i) solely for purposes of [vesting], the
12-months’ period beginning with the date the Employee’s
employment with the Company commenced if the
Employee had not less than 1,000 Hours of Service with the
Company during such period; (b)(ii) solely for purposes of
[vesting], the 12-months’ period beginning with the date the
Employee’s employment with the Company commenced if
the Employee had not less than 1,000 Hours of Service with
the Company during such period and neither the Plan Year
beginning nor the Plan Year ending in such period was a
Year of Service.

The Plan thus defines "Year of Service" with reference to an employ-
ee’s "Service with the Company" and "employment with the Com-
pany" (emphasis added). It in no way defines the term by reference
to an employee’s participation in the plan. Defendants’ interpretation
therefore lacks even the most basic textual support, and is, as the dis-
trict aptly noted, "nonsensical." Malkani, 216 F. Supp. 2d at 517.
 CHAO v. MALKANI 9
Defendants’ reading moreover contravened ERISA’s minimum
vesting requirements. In calculating the extent to which an employ-
ee’s accrued benefits have vested, ERISA generally requires "all of
an employee’s years of service with the employer . . . [to] be taken
into account." 29 U.S.C. § 1053(b)(1). Year of service is defined as
"a calender year, plan year, or other 12-consecutive month period des-
ignated by the plan (and not prohibited under regulations prescribed
by the Secretary) during which the participant has completed 1,000
hours of service." Id. § 1053(b)(2)(A). On its face, the statute, like the
Plan, requires any year in which the employee has worked over 1,000
hours to apply when calculating whether an employee’s benefits have
vested. Yet defendants imposed a manufactured limit on the years that
qualified toward vesting. This they could not do. See 29 C.F.R.
§ 2530.203-2(a) (2005) (plan cannot artificially postpone vesting).

Defendants presently make no argument to justify their interpreta-
tion, and only suggest that it does not establish a breach of their fidu-
ciary duties. While a mistaken interpretation of plan terms hardly
proves a fiduciary breach, see Morgan v. Indep. Drivers Ass’n Pen-
sion Plan, 975 F.2d 1467, 1470 (10th Cir. 1992), defendants’ bizarre
reading — violative of both the Plan and ERISA — surely supports
the overall conclusion that they were not acting prudently in manag-
ing the Plan, see 29 U.S.C. § 1104(a)(1)(B). And it also bolsters the
determination that defendants failed to act solely in the interest of
Plan participants, because several employees were divested of bene-
fits that Principal had previously announced were fully vested. See id.
§ 1104(a)(1).

B.

Defendants also repeatedly requested Plan assets from Principal for
ISN’s alleged administrative expenses. They originally requested
$435,761.52, and increased their demand to $706,264.54, even after
Principal paid them $62,888.05. These requests — commencing on
the day after the Secretary brought this suit — amply demonstrate
defendants’ lack of loyalty and care. See 29 U.S.C. § 1104(a)(1).
Defendants requested large amounts even though they appeared to
outsource the bulk of the Plan’s administration to third-party adminis-
trators. They provided almost no documentation for their sizable
demands, and they failed to indicate with any level of specificity the
10 CHAO v. MALKANI
services that ISN actually provided the Plan that would require such
substantial remuneration. And they continued to pursue retroactive
reimbursement for their so-called administrative expenses even after
Principal repeatedly expressed its concern that reimbursement might
violate ERISA and that defendants should discuss the matter with the
DOL. On the record before us, therefore, there is no evidence to
establish that defendants had a reasonable basis to pursue and receive
these funds. It is thus not surprising that the $62,888.05 that defen-
dants managed to extract from the Plan constituted a prohibited trans-
action under ERISA. See 29 U.S.C. §§ 1106(a)(1)(D), (b)(1)
(fiduciary cannot transact with interested parties or engage in self-
dealing). Had Principal acceded to defendant’s full request for funds,
the infraction would have been all the worse.

Defendants nonetheless believe that their requests for reimburse-
ment were proper because they were authorized to receive these funds
under an exception to ERISA’s prohibited transaction provisions. See
29 U.S.C. § 1108(b)(2). This exception exempts from ERISA’s list of
prohibited transactions "[c]ontracting or making reasonable arrange-
ments with a party in interest for office space, or legal, accounting,
or other services necessary for the establishment or operation of the
plan, if no more than reasonable compensation is paid therefor." Id.
A defendant of course does not breach any fiduciary duties if it makes
a reasonable request for reimbursement pursuant to this provision.
Defendants’ request, however, had no objective basis in the exemp-
tion. For one, they never actually contracted or made arrangements
with the Plan to cover ISN’s administrative expenses. Rather, ISN
incurred unspecified expenses and demanded reimbursement after the
fact. There is no evidence that ISN’s still unsubstantiated administra-
tive services were necessary for the operation of the Plan or that ISN
requested reasonable compensation. See 29 C.F.R. § 2550.408b-
2(a)(1)-(3) (setting forth requirements to meet § 1108(b)(2) exemp-
tion). This exception thus does not legitimize defendants’ attempts to
drain the Plan, conduct which further evidences their failure to act
with the requisite loyalty and care.

C.

Finally, defendants directed Salomon to line ISN’s corporate cof-
fers with about $1.86 million — or seventeen percent — of the Plan’s
 CHAO v. MALKANI 11
total assets. To begin with, this instruction lacked a sound factual
basis. Its foundation was George Morrison’s assessment that ISN had
previously made excessive contributions to the Plan. Morrison, how-
ever, indicated that he would have not recommended that defendants
seek reimbursement on the basis of his admittedly incomplete and
preliminary calculations. Defendants’ hasty request was thus not the
loyal or prudent course.

More importantly, had Salomon followed defendants’ orders —
instead of informing the DOL of the unusual request — ISN would
have obtained Plan assets for its own benefit, in violation of ERISA’s
anti-inurement provision. See 29 U.S.C. § 1103(c)(1) ("the assets of
a plan shall never inure to the benefit of any employer"). At bottom,
this "provision refers to the congressional determination that funds
contributed by the employer . . . must never revert to the employer."
Raymond B. Yates, M.D., P.C. Profit Sharing Plan v. Hendon, 541
U.S. 1, 23 (2004) (internal quotation marks omitted). Obtaining Plan
assets for contributions made many years in the past would surely
have run afoul of this section.

Defendants nonetheless argue that the anti-inurement provision
does not restrict the refund of employer contributions made as a result
of a mistake of fact. To be sure, if an employer contributes funds "to
a plan (other than a multiemployer plan) by a mistake of fact, [the
anti-inurement provision] [does] not prohibit the return of such contri-
bution to the employer within one year after the payment of the con-
tribution." 29 U.S.C. § 1103(c)(2)(A)(i). But this exception afforded
defendants no fair basis to pursue the return of their previous contri-
butions. Since the Plan was not a multiemployer plan, the statute only
supplied defendants with one year to seek a refund from the time ISN
made a mistaken payment. See Teamsters Local 639-Employers
Health Trust v. Cassidy Trucking, Inc., 646 F.2d 865, 867 (4th Cir.
1981) ("[A]n employer [cannot] recover payments made more than a
year before filing a claim for a refund under [§ 1103(c)(2)(A)(i)].").
Compare 29 U.S.C. § 1103(c)(2)(A)(i), with id. § 1103(c)(2)(A)(ii).
Yet in 2001 defendants sought the return of contributions that ISN
had made many years in the past, dating as far back as 1982.

Realizing that ERISA’s mistake-of-fact provision is a slim reed on
which to stand, defendants also suggest that they retained a federal
12 CHAO v. MALKANI
common law right — unmoored from any one-year limitation — to
the return of excessive contributions. But "[t]he Supreme Court has
been unequivocal in its warning that courts should be ‘especially
reluctant to tamper with [the] enforcement scheme embodied in the
[ERISA] statute by extending remedies not specifically authorized by
its text.’" Rego v. Westvaco Corp., 319 F.3d 140, 148 (4th Cir. 2003)
(quoting Great-West Life & Annuity Ins. Co. v. Knudson, 534 U.S.
204, 209 (2002)). This caution is especially in order if an extra-
statutory right "would ‘disregard Congress’ decision to limit the scope
of [ERISA’s express] remedies.’" Provident Life & Accident Ins. Co.
v. Cohen, 423 F.3d 413, 425 (4th Cir. 2005) (quoting Rego, 319 F.3d
at 149).

By authorizing the return of mistaken contributions within one year
of payment, see 29 U.S.C. § 1103(c)(2)(A)(i), Congress struck a bal-
ance. On the one hand, it granted employers the ability to seek a lim-
ited recovery, recognizing the inequity that may arise when employers
incur costly losses for honest errors. On the other, Congress secured
peace of mind for plans and their participants. Uncertainty and insta-
bility could easily ensue from an open-ended remedy for mistaken
contributions made many years in the past. See, e.g., Frank L. Cimi-
nelli Constr. Co. v. Buffalo Laborers Supplemental Unemployment
Benefit Fund, 976 F.2d 834, 836 (2d Cir. 1992) ("Time is important
because a fund generally must be able to rely upon its current calcula-
tion of total assets.").

Defendants ask us, however, to reconfigure this carefully crafted
balance — and in the process to place a heavy weight on the employ-
ers’ side of the scale — by creating a remedy severed from ERISA’s
time limits. This we refuse to do. It is Congress’s job to set the appro-
priate equilibrium; judges must ensure its proper enforcement. See
Cohen, 423 F.3d at 425. Since defendants had no justification for their
imprudent and excessive demand — which would have violated
ERISA had Salomon not recognized it for what it was — it yet again
evinces their failure to act with the loyalty and care expected of
ERISA fiduciaries.

D.

In sum, defendants’ repeated and questionable conduct established
their breach of ERISA’s standards. See 29 U.S.C. §§ 1104(a)(1),
 CHAO v. MALKANI 13
1106. We caution, however, that differences over Plan interpretation
and reasonable requests for reimbursement and expenses happen all
the time and raise no question of a breach of fiduciary duty. Compare
Bidwill v. Garvey, 943 F.2d 498, 507-09 (4th Cir. 1991) (holding that
fiduciaries did not breach their obligations when they took reasonable
actions under difficult circumstances). Here, however, defendants
continually acted in an objectively unreasonable manner that con-
flicted with their duties of loyalty and care. Their conduct cannot be
justified, and the district court was right to remove them as fidu-
ciaries. See 29 U.S.C. § 1109(a); Faircloth, 91 F.3d at 659 n.6. The
district court was also correct to compel the return of the $62,888.05
ISN obtained for its alleged administrative expenses. See 29 U.S.C.
§ 1109(a).

IV.

Defendants also challenge the district court’s conclusion, reached
after a bench trial, that they owe $720,763.89 for ISN’s failure to con-
tribute to the Plan between 1995 and 2003. Specifically, defendants
contend that the district court erred in refusing to use the excessive
contributions that ISN allegedly made between 1982 and 1989 to off-
set the amounts owed in the years in which it did not contribute. Their
arguments are largely duplicative of those given in Part III.C to justify
their $1.86 million reimbursement request for allegedly mistaken con-
tributions. We find them to be without merit for the reasons expressed
above. Defendants’ requested offset would violate ERISA’s anti-
inurement provision, because Plan assets would benefit ISN. See 29
U.S.C. § 1103(c)(1). And the one-year exception to this restriction for
employer contributions made by mistake of fact does not apply. See
id. § 1103(c)(2)(A)(i); Cassidy Trucking, 646 F.2d at 867.

V.

Defendants have suggested throughout that none of their requested
withdrawals would have prejudiced employees participating in the
Plan because the employees had no right to these funds in the first
place. But the employees did have a right to expect that the funds in
the Plan would be invested for their benefit and that they would real-
ize whatever returns the investments generated. And defendants have
failed to illustrate how their repeated and belated requests for Plan
14 CHAO v. MALKANI
assets would not upset the legitimate expectations of present and for-
mer employees, who rely on the balances indicated on their account
statements to prepare for retirement. Rather, defendants’ attempts to
deplete Plan assets reveal their conscious disregard of the role that
pension plans play in making retirement for workers a more secure
and satisfying period of life. It is this basic transgression of ERISA’s
central purposes that breached defendants’ fiduciary responsibilities,
and the proceedings below reflected in all respects an appropriate
judicial response to that wrongdoing. We therefore affirm the district
court’s judgment in its entirety.

AFFIRMED