Ronald Fink v. National Savings and Trust Company

SCALIA, Circuit Judge,

concurring in part and dissenting in part:

In my view, the judgment of the District Court should be affirmed in all respects, except for its dismissal of the claim for breach of fiduciary duty to investigate and evaluate investments, and for breach of fiduciary duty to invest prudently subsequent to April 6, 1980.

I

Absent fraud or concealment, a suit alleging a breach or violation of the duties imposed by Title I of the Employee Retirement Income Security Act of 1974, Pub.L. No. 93-406, 88 Stat. 829, codified as amended at 29 U.S.C. §§ 1001-1144 (1982) (“ERI-SA”), must be commenced within three years of the earliest date “on which a report from which ... [the plaintiff] could reasonably be expected to have obtained knowledge of such breach or violation was filed with the Secretary [of Labor],” 29 U.S.C. § 1113(a)(2)(B). The District Court held that this provision barred appellants’ claims that appellee, National Savings and Trust Company (“NS&T”), had breached various fiduciary duties under 29 U.S.C. § 1104(a)(1)(B) with respect to assets of the Profit Sharing Plan and Trust (“Plan”) of which it was trustee, because reports filed with the Secretary of Labor more than three years before the commencement of appellants’ suit had disclosed “all of the material facts relevant to the transactions of which plaintiffs complain.” Fink v. National Savings & Trust Co., Civil No. 83-992, slip op. at 4 (D.D.C. Nov. 22, 1983) (“Mem. op.”).

The majority’s reasoning in reversing this determination with regard to NS&T’s role in the Plan’s continuing investment in the stock of Consumers United Group, Inc. (“CUG”) (and the Plan’s related payments on a note payable to CUG) appears to be captured by the following syllogism: (1) NS&T’s failure to investigate and evaluate the investments made by the Plan would constitute a breach of fiduciary duty sufficient to render the continuing investment in CUG stock and payments on the accompanying note actionable; (2) that failure was not disclosed in reports filed with the Secretary; therefore (3) a breach of fiduciary duty sufficient to render the investment and payments actionable was not *962disclosed in reports filed with the Secretary — with the consequence that the three-year statute of limitations does not apply. The flaw in the syllogism is its major premise: Breach of the fiduciary duty to investigate and evaluate would sustain an action to enjoin or remove the trustee, see, e.g., Donovan v. Bierwirth, 538 F.Supp. 463, 471 (E.D.N.Y.1981), or perhaps even to recover trustee fees paid for the investigative and evaluative services that went unperformed. But it does not sustain an action for the damages arising from losing investments. I know of no case in which a trustee who has happened — through prayer, astrology or just blind luck — to make (or hold) objectively prudent investments {e.g., an investment in a highly regarded “blue chip” stock) has been held liable for losses from those investments because of his failure to investigate and evaluate beforehand. Similarly, I know of no case in which a trustee who has made (or held) patently unsound investments has been excused from liability because his objectively imprudent action was preceded by careful investigation and evaluation. In short, there are two related but distinct duties imposed upon a trustee: to investigate and evaluate investments, and to invest prudently. Neither does the faithful discharge of the first satisfy the second, nor does breach of the first constitute breach of the second. To be sure, the extent of the trustee’s investigation and evaluation is often the focus of inquiry in imprudent-investment suits. See, e.g., Donovan v. Cunningham, 716 F.2d 1455, 1467 (5th Cir.1983), cert. denied, — U.S.-, 104 S.Ct. 3533, 82 L.Ed.2d 839 (1984). But that is because the determination of whether an investment was objectively imprudent is made on the basis of what the trustee knew or should have known;' and the latter necessarily involves consideration of what facts would have come to his attention if he had fully complied with his duty to investigate and evaluate. It is the imprudent investment rather than the failure to investigate and evaluate that is the basis of suit; breach of the latter duty is merely evidence bearing upon breach of the former, tending to show that the trustee should have known more than he knew.

What the appellees argued in the present case was, essentially, that in order for the appellants to perceive that they had a claim for imprudent investment in connection with the CUG stock and note, it was unnecessary for them to be aware that the trustee should have known more than he did— i.e., that the trustee had not been investigating and evaluating this investment, a fact undisclosed in the filed reports; that if, as appellants contend, the investment of ERISA funds in the stock of the employing company is measured against the same standard of prudent investment applicable to other investments by a fiduciary, then the breach of duty to make prudent investments was apparent on the basis of what the trustee concededly knew, as set forth in the reports, with no need to probe further. That seems to me correct. In 1978, a year in which the Plan lost over $100,000, NS&T continued to invest nearly all of the Plan’s assets in the nonmarketable stock of a company that did the bulk of its business with one customer under a contract that was soon to expire, and continued to pay interest on the accompanying note. Each of these facts was known to NS&T, and each of them was recited in the filed reports. The breach of fiduciary duty to make prudent investments was, it seems to me, plain on the face of the reports. In insisting that the nondisclosure of failure to investigate and evaluate caused nondisclosure of that breach, the majority is either (1) confusing the claim for imprudent investment with the entirely separate claim for failure to investigate and evaluate, or (2) confusing the claim for imprudent investment with evidence of the claim for imprudent investment, so that unless and until all the evidence is disclosed — no matter how clear and conclusive the previously disclosed evidence may be — the three-year statute does not run.

Appellants rightly note, however, that the three-year statute of limitations cannot bar their claim for NS&T’s alleged failure to invest prudently during the period with*963in three years of commencement of this suit, i.e., from April 6, 1980. The damages recoverable, of course, would be only those attributable to action NS&T took or failed to take during that period. See Buccino v. Continental Assurance Co., 578 F.Supp. 1518, 1520-23 (S.D.N.Y.1983).*

While agreeing, therefore, that the Complaint in the present case was not properly dismissed insofar as it sought relief for the trustee’s breach of its duty to investigate and evaluate investments, or for the trustee’s imprudent investment after April 6, 1980, I dissent from the majority’s holding that recovery of damages for imprudent investment in CUG stock and for the accompanying note payments prior to April 6, 1980 is not time-barred.

II

The District Court also rejected appellants’ argument that the six-year limitations period governing cases of fraud or concealment, 29 U.S.C. § 1113, should be applied to certain of appellants’ claims. After noting in passing that appellants had failed to plead fraud with particularity as required by Fed.R.Civ.P. 9(b), the District Court held that appellants had failed to raise a genuine issue of material fact regarding fraud or concealment. Mem. op. at 7. The majority vacates the District Court’s grant of summary judgment on this issue, advises appellants to seek leave to amend their Complaint, and stresses that leave to amend should be given freely when justice so requires. Maj. op. at 959. This disposition is unsupported by authority or argument, and seems to me inconsistent with the purpose of Rule 9(b).

It is unfathomable why the plaintiffs’ failure to comply with the Rule 9(b) pleading requirement should cure (rather than aggravate) the plaintiffs’ further fatal failure to set forth — either in their Complaint or in affidavits, depositions, answers to interrogatories or admissions permitted to be considered under Rule 56(c) — facts sufficient to preclude dismissal of the fraud and concealment claim. The majority in effect rewards the plaintiffs for disregarding Rule 9(b), by giving them another chance (which plaintiffs who had pleaded properly would not have) to present facts sufficient to withstand summary judgment. This would only make sense if Rule 9(b) were a sort of paternalistic provision intended for plaintiffs’ own benefit — to assure that they allege in their Complaint some facts that (at least if uncontroverted, see Fed.R.Civ. P. 56(e)) will defeat a motion for summary judgment. Heaping solicitude upon paternalism, an appellate court might reason that since the plaintiffs (through their own fault, but never mind that) did not have the benefit of this protection, they should be given another run at the summary judgment motion. But of course Rule 9(b) is not intended for plaintiffs’ benefit at all, but rather to “give defendants fair notice of the plaintiffs’ claims and grounds therefore [sic], so that they can frame their answers and defenses.” Kaufman v. Ma-gid, 539 F.Supp. 1088, 1093 (D.Mass.1982) (citations omitted).

The majority’s error on this point is compounded by the fact that sound practice, which adopts that interpretation of ambiguous events which supports rather than impeaches the District Court’s judgment, would regard the District Court as already having allowed the plaintiffs’ motion to *964amend. Because there was no suggestion here that defendants were prejudiced by the plaintiffs’ failure to plead fraud with particularity, the District Court could properly have treated the plaintiffs’ Memorandum in Opposition to Defendants’ Motion for Summary Judgment — in which allegations of fraud or concealment were first advanced with some factual detail — as a motion to amend the pleadings. See Bucci-no v. Continental Assurance Co., 578 F.Supp. 1518, 1524 n. 5 (S.D.N.Y.1983); 6 Moore’s Federal Practice U 56.10 (2d ed. 1985).

But as I have suggested above, all discussion of the pleading failure is really beside the point. The District Court dismissed the fraud or concealment claim not because appellants had failed to comply with Rule 9(b), but because they had failed to raise a genuine issue of fact — and, I might add, had not only failed to do it in their pleadings, or in any depositions, answers to interrogatories, admissions and affidavits that Rule 56(c) allows to be considered, but had even failed to do it in either their Memorandum in Opposition to Defendants’ Motion for Summary Judgment or their Motion Pursuant to Rule 59(e), F.R.C.P., to Reconsider and Vacate Summary Judgment and to Deny Defendant’s Motion for Summary Judgment. The dismissal for that reason was correct, and all discussion of the pleading failure is irrelevancy.

The majority does not reach the question whether the District Court was correct in its assessment that plaintiffs had failed to raise an issue of material fact regarding fraud or concealment, although it hints that “a significant specter of fraud” was raised by the “Comptroller’s Reports referred to by the District Court.” Maj. op. at 959. The Comptroller’s Reports indicate only that NS&T was criticized by the Comptroller for its failure to investigate and evaluate the prudence of the plan’s investment. Such inaction, if proven, would likely constitute a breach of fiduciary duty, but not fraud or concealment. “It does not follow from the fact that ... [defendants] committed a breach of fiduciary duty that they were also guilty of fraud.” Renz v. Beeman, 589 F.2d 735, 749 (2d Cir.1978), cert. denied, 444 U.S. 834, 100 S.Ct. 65, 62 L.Ed.2d 43 (1979). I would affirm the District Court’s judgment that the appellants failed to raise a genuine issue of material fact as to the existence of fraud or concealment.

Ill

The District Court denied appellants’ motion for class certification, holding that appellants failed to meet the requirements of Fed.R.Civ.P. 23(a)(3) (“typicality”) and 23(a)(4) (“adequacy”). Fink v. National Savings & Trust Co., Civil No. 83-992 (D.D.C. Sept. 20,1983) (Order denying class certification). The majority acknowledges that the District Court has broad discretion in determining whether a suit should proceed as a class action, and that there is no requirement in this Circuit that trial judges hold hearings or issue findings with respect to class certification determinations. The majority holds, however, that it is incapable of deciding whether the District Court abused its discretion in this case, citing the existence of “numerous factual disputes” and the absence of “evidence” that the District Court considered seeking out other possible class representatives, creating subclasses, or certifying a narrower class. Maj. op. at 960-961. Unlike the majority, I find myself capable of performing my “reviewing task,” id. at 960, and I cannot find that the District Court’s judgment was an abuse of discretion on the undisputed facts of this case. Cf. Postow v. OBA Federal Savings & Loan Association, 627 F.2d 1370, 1380-81 n. 24 (D.C.Cir.1980) (district court certified class without holding hearings, making nonconclusory findings, or giving any explanation of its implicit holding that common issues predominated over individual issues; no abuse of discretion on the facts of the case).

It is certainly true that there were factual disputes regarding some issues connected with class certification. But it was un disputed that, unlike other class members, *965Fink had participated in the formulation of the Plan, and Kraft very likely had done so — so that both appellants might be subject to defenses of estoppel inapplicable to other class members; that appellants, whose benefits under the Plan were determined in 1978, might have significantly different interests from other Plan participants who left the Plan earlier or later; that appellants, unlike other class members, were not currently employees and beneficial owners of the company whose stock was owned by the Plan; and that Fink had sought to obtain preferential payment of his Plan benefits. Compare Defendants’ Memorandum in Opposition to Plaintiffs’ Motion for Class Certification 10-19 (setting forth the aforementioned facts) with Memorandum of Plaintiffs Fink and Kraft in Reply to Defendants’ Opposition to Motion for Class Certification (disputing the legal implication of, but not denying, the aforementioned facts). These undisputed facts are more than enough to prevent our finding the District Court’s refusal to certify the requested class an abuse of discretion. See, e.g., Phillips v. Klassen, 502 F.2d 362, 366-67 (D.C.Cir.), cert. denied, 419 U.S. 996, 95 S.Ct. 309, 42 L.Ed.2d 269 (1974) (affirming district court’s denial of class certification because there was some likelihood of conflicts among class representatives).

The majority opinion also faults the District Court, however, for “provid[ing] no indication that [it] even considered the possibility of subclasses or of certifying a narrower class, to avoid a potential conflict between the interests of current employees and those of past employees.” Maj. op. at 960. The Supreme Court has made clear, however, that

[I]t is not the District Court that is to bear the burden of constructing subclasses. That burden is upon the respondent and it is he who is required to submit proposals to the court. The court has no sua sponte obligation so to act.

United States Parole Comm’n v. Ger-aghty, 445 U.S. 388, 408, 100 S.Ct. 1202, 1214, 63 L.Ed.2d 479 (1980). Though the appellants had ample time to make proposals between the denial of their motion for class certification on September 20, 1983 and the entry of summary judgment on November 22, their only proposal (made in their September 2 Memorandum in Reply to Defendants’ Opposition to Motion for Class Certification) was a class of all former CUG employees. The rejection of this alternative could in no way be an abuse of discretion, given the fact that the named plaintiffs’ employment by CUG at the time of creation of the Plan and participation in its creation raised estoppel questions. This would make them atypical and thus inappropriate representatives even for the proposed narrower class of all former employees.

Finally, the majority notes the lack of “evidence that the District Court considered appointing a class representative other than Fink or Kraft.” Maj. op. at 960. I know of no authority for the proposition that the District Court has an obligation to seek out alternative class representatives. See, e.g., Payne v. Travenol Laboratories, Inc., 673 F.2d 798, 812 (5th Cir.), cert. denied, 459 U.S. 1038, 103 S.Ct. 451, 74 L.Ed.2d 605 (1982) (district court has no duty to recruit new plaintiffs).

In sum, while the majority’s opinion on this aspect of the case expressly acknowledges both the trial judge’s “broad discretion” and the lack of necessity for specific findings, its holding seems compatible with neither principle. It represents in my view a deep encroachment upon thé domain of the District Court.

Except as set forth above, I concur in the majority’s disposition.

Appellants also argue that their claim for NS& T’s failure to distribute benefits according to the Plan, in violation of 29 U.S.C. § 1104(a)(1)(D), could not be time-barred, even by the three-year statute of limitations, because it did not accrue until October 1981, when the failure to distribute allegedly began. Explicit assertion that the failure to distribute benefits constituted a breach of § 1104(a)(1)(D) appeared for the first time, however, in appellants' motion for reconsideration of summary judgment. Even if the Complaint’s generalized references to failure to act in accordance with Plan documents (other of which failures were specified) were adequate to present this claim (which is doubtful), the failure to raise the issue of the impropriety of applying the statute of limitations to it until after summary judgment precludes consideration of the issue on appeal. "[A]n argument first raised in a postjudgment motion is simply too late.” Fehlhaber v. Fehlhaber, 681 F.2d 1015, 1030 (5th Cir.1982) (citation and internal quotation omitted).