Webb v. District of Columbia

                        United States Court of Appeals


                     FOR THE DISTRICT OF COLUMBIA CIRCUIT


               Argued May 14, 1998        Decided July 7, 1998 


                                 No. 97-7165


                                Isaiah Webb, 

                                   Appellee


                                      v.


                          The District of Columbia, 

                                  Appellant 


                              Consolidated with


                                 No. 97-7239


---------


                Appeals from the United States District Court 

                        for the District of Columbia 

                               (No. 90cv02787)


     Donna M. Murasky, Assistant Corporation Counsel, ar-
gued the cause for appellant, with whom John M. Ferren, 
Corporation Counsel, Charles L. Reischel, Deputy Corpora-



tion Counsel, and Carol E. Burroughs, Assistant Corporation 
Counsel, were on the briefs.

     Lynn Estes Calkins argued the cause for appellee, with 
whom Michael L. Martinez, Melinda Burrows, and Theodore 
W. Small, Jr., were on the brief.

     Before:  Wald, Williams, and Garland, Circuit Judges.

     Opinion for the Court filed by Circuit Judge Wald.

     Wald, Circuit Judge:  In 1990, Isaiah Webb ("Webb"), an 
African-American male correctional officer, sued the District 
of Columbia Department of Corrections ("the District"), alleg-
ing that he had been unlawfully denied promotion to more 
than one hundred positions for which he had applied.  In 
1994, the District terminated Webb for sexually harassing two 
female co-workers.  After the district court dismissed many 
of his claims, Webb filed an amended complaint in 1996 that 
limited his claims of discrimination to three positions and 
added a claim of retaliatory termination.  As discovery pro-
ceeded, it became clear that the District, in accordance with 
general internal policies and in contravention of federal regu-
lations, had discarded portions of Webb's personnel file as 
well as other files relevant to the positions at issue.  Webb 
moved for sanctions, and the district court, concluding that 
the destruction of documents was too extensive to permit a 
trial to go forward, entered a default judgment against the 
District and ordered that Webb be placed in one of the 
positions for which he had applied, declining to consider the 
District's evidence of Webb's harassment activities.  Because 
we believe that the district court did not give adequate 
consideration either to alternative sanctions or to the Dis-
trict's harassment evidence, we vacate the default judgment 
against the District and remand for further proceedings.

                                I.  Background


     Webb was hired as a probationary correctional officer with 
the District in January 1973 at a DS-6 level.  He received 
numerous promotions and wage increases throughout the 
succeeding years, eventually attaining the rank of Superviso-



ry Correctional Officer, a DS-11 position, by 1990.  At this 
point, in Webb's view, his ascent stalled.  On November 13, 
1990, after exhausting his administrative remedies, Webb 
brought a pro se suit against the District, alleging that 
between November 1983 and November 1990, he had applied 
for and was denied promotion to more than one hundred 
positions 1 on the basis of his sex, race, and/or personal 
appearance in violation of Title VII of the Civil Rights Act of 
1964, 42 U.S.C. s 2000e et seq., and 42 U.S.C. s 1981.2  Webb 
sought an injunction ordering the District to promote him and 
an award of back pay.  In June 1994, while proceedings in his 
nonselection suit were ongoing, the District terminated Webb 
for the sexual harassment of two female co-workers, Barbara 
Shank ("Shank") and Sandra Stevens ("Stevens").

     The District moved to dismiss the nonselection suit or, in 
the alternative, for summary judgment.  In Webb v. District 
of Columbia (Webb I), 864 F. Supp. 175 (D.D.C. 1994), the 
district court granted the motion in part and denied it in part, 
retaining only ten of Webb's claims of racial discrimination, 
seventeen of his claims of sex discrimination, and forty-two of 

__________
     1  Webb's initial complaint did not identify any specific position 
to which he had been allegedly denied promotion.  His first amend-
ed complaint included claims that he had been denied promotion to 
several positions in retaliation for his protected activity.  On May 
12, 1992, the district court directed Webb to file a second amended 
complaint setting forth with particularity the positions for which he 
applied and was not selected.  That complaint, filed on September 
9, 1992, listed sixty-nine individuals who Webb claimed had been 
selected over him for various positions, although the complaint 
noted that Webb's claims were not limited to those examples.

     In 1992, Webb was promoted to a DS-12 chaplain's position but 
contended that the discriminatory denial of more than one hundred 
DS-12 positions from 1983 to 1992 hampered his advancement to 
DS-13 and DS-14 positions.  See Webb v. District of Columbia, 864 
F. Supp. 175, 179 n.3 (D.D.C. 1994).

     2  Webb also asserted claims under other federal and constitu-
tional provisions;  these claims, as well as his allegations of discrimi-
nation based on personal appearance, were eventually abandoned.



his claims of retaliation.3  The court also granted Webb leave 
to amend his complaint to add a claim of retaliatory discharge 
and race/sex discrimination resulting from his 1994 termi-
nation.  Id. at 187.  On November 1, 1996, Webb (for whom 
counsel had been appointed) filed his fourth amended com-
plaint.  The complaint limited Webb's claims of discrimination 
to three positions--Special Assistant, Correctional Program 
Officer, and Supervisor Correctional Officer/Major 4--and in-
cluded a claim of retaliatory discharge pursuant to 42 U.S.C. 
s 2000e-3.  With the scope of the suit thus narrowed, the 
district court ordered that the discovery process conclude by 
February 24, 1997,5 and set a trial date of March 24, 1997.  
Webb v. Government for the Dist. of Columbia, Dep't of 
Corrections (Webb II), 175 F.R.D. 128, 130 (D.D.C. 1997).

     Beginning in 1990, Webb had served on the District numer-
ous requests and interrogatories asking for information and 

__________
     3  The grounds for dismissal included failure to state a claim for 
which relief could be granted, failure to exhaust administrative 
remedies and untimeliness.  See, e.g., Webb I, 864 F. Supp. at 181 
(noting that eleven of the selectees listed in the complaint appeared 
twice and that of the remaining selectees, eighteen were black 
males).

     4  Webb identified the following positions and vacancy announce-
ment numbers:  Special Assistant to the Director (DC-89-125);  
Major (DC-90-167);  and Correctional Program Officer (DC-89-
163).  Patricia Britton was selected for DC-89-125.  Webb claimed 
that Robert Fulton and Steven Smith were selected for DC-90-167;  
the District asserted that although these two were among the 
individuals selected for the position, the position was ultimately not 
filled and both men subsequently were promoted to Major through 
other applications.  The District also claimed that no vacancy 
announcement numbered DC-89-163 existed and that the selectee 
for DC-89-63, for which Webb applied, was an African-American 
male.  Webb abandoned this claim during pretrial proceedings, thus 
limiting his claims of discrimination to two positions.

     5  Discovery had originally been scheduled to conclude by Janu-
ary 24, 1997, but the district court extended the period by one 
month due to the District's "failure to produce discovery in a timely 



documents relating to his nonselection and termination 
claims.  His ninth such request, on October 30, 1996 (the first 
to be prepared by counsel), included a request for documents 
from Webb's personnel file as well as documents from the 
"merit case files" for the positions identified in his complaint.6  
After the District informed Webb's counsel that it could not 
locate Webb's personnel file, Webb moved for sanctions as 
well as to compel the District's full response to his discovery 
requests.  As part of its opposition to Webb's motion, the 
District submitted two declarations to explain its inability to 
comply fully with Webb's requests.  In the first declaration, 
Joan Murphy ("Murphy"), a Supervisory Personnel Manage-
ment Specialist with the District of Columbia, stated that she 
believed that the merit case files relevant to Webb's case 
were destroyed two years after the end of the selection 
process in accordance with District regulations.  In the sec-
ond declaration, Karen Adams ("Adams"), also a Supervisory 
Personnel Management Specialist with the District of Colum-
bia, stated that although she had located Webb's personnel 
file, all "temporary records" had been removed and discarded 
in preparation for routine archiving.  Although Adams could 
not identify the number or content of any discarded docu-
ments, she noted that the term "temporary records" would 
include corrective or adverse action final decision letters as 
well as official reprimands.7  The District thus asserted that 
it had responded to the bulk of Webb's requests and where it 
had not done so, it had acted in good faith.  See Defendant's 
Opposition to Plaintiff's Motion to Compel and Request for 
Sanctions (February 3, 1997).

__________
fashion."  Webb v. Government for the Dist. of Columbia, Dep't of 
Corrections, 175 F.R.D. 128, 130 (D.D.C. 1997).

     6  "Merit case files" are used by the District of Columbia's 
Office of Personnel for each job vacancy and generally contain the 
qualification standard for the position, the applications received, and 
paperwork relating to the selection process and decision.  Webb II, 
175 F.R.D. at 135.

     7  Notwithstanding Adams's statement, the District's supple-
mental responses to Webb's discovery request failed to note, as 
required by the document request, that portions of Webb's person-
nel file had been destroyed, a failure the district court characterized 
as a "glaring omission."  Webb II, 175 F.R.D. at 134.



     On March 1, 1997, the district court granted Webb's motion 
for sanctions for destruction of the documents, stating that 
the appropriate sanction would be determined at a later date.  
The court also granted Webb's motion to compel and ordered 
the District to respond fully to Webb's discovery requests by 
March 6, 1997, and to provide written confirmation of its 
compliance.  The District's supplementary responses, inter 
alia, identified Walter Ridley and Earthel C. Foster as 
individuals who participated in the selection process for va-
cancy announcement 89-125 and Bernard Braxton, Douglas 
Stempson, and Warren Bragg as the interviewing committee 
for vacancy announcement 90-167.8

     On March 20, 1997, the second day of the pretrial confer-
ence, the court informed the parties that it would enter a 
default judgment in Webb's favor.  It thus vacated the trial 
date and requested that Webb submit proposed findings of 
fact and conclusions of law.  The District moved for reconsid-
eration.  On August 4, 1997, the district court denied the 
District's motion, finding that because the destruction of 
documents was "far more extensive than originally represent-
ed," the only appropriate action was the entry of a default 
judgment in Webb's favor.  Webb II, 175 F.R.D. at 129.  
Because "[a] sanction for failure to preserve evidence is 
appropriate only when a party has consciously disregarded its 
obligation to do so," Shepherd v. American Broadcasting 
Cos., Inc., 62 F.3d 1469, 1481 (D.C. Cir. 1995), the district 
court first determined whether the District had knowingly 
violated 29 C.F.R. s 1602.31,9 which requires government 

__________
     8  In the joint pretrial statement submitted to the district court, 
the District identified Walter Ridley, Earthel Foster, and Bernard 
Braxton as witnesses to be called to testify on the selection process-
es for the positions at issue.  See Joint Pretrial Statement (March 
12, 1997).  Webb moved to exclude Ridley and Foster on the 
ground that the District had not identified these individuals until 
March 6, 1997.  See Plaintiff's Motion in Limine to Exclude Defen-
dant's Proposed Witnesses and Evidence Related Thereto (March 
18, 1997).

     9  29 C.F.R. s 1602.31 provides:



entities to maintain all personnel files for two years from the 

__________
     Any personnel or employment record made or kept by a 
     political jurisdiction (including but not necessarily limited to 
     requests for reasonable accommodation, application forms sub-
     mitted by applicants and other records having to do with 
     hiring, promotion, demotion, transfer, layoff, or termination, 
     rates of pay or other terms of compensation, and selection for 
     training or apprenticeship) shall be preserved by the political 
     jurisdiction for a period of 2 years from the date of the making 
     of the record or the personnel action involved, whichever 
     occurs later.  In the case of involuntary termination of an 
     employee, the personnel records of the individual terminated 
     shall be kept for a period of 2 years from the date of termi-
     nation.  Where a charge of discrimination has been filed, or an 
     action brought by the Attorney General against a political 
     jurisdiction under title VII or the ADA, the respondent political 
     jurisdiction shall preserve all personnel records relevant to the 
     charge or action until final disposition of the charge or the 
     action.  The term "personnel record relevant to the charge," 
     for example, would include personnel or employment records 
     relating to the person claiming to be aggrieved and to all other 
     employees holding positions similar to that held or sought by 
     the person claiming to be aggrieved;  and application forms or 
     test papers completed by an unsuccessful applicant and by all 
     other candidates for the same position as that for which the 
     person claiming to be aggrieved applied and was rejected.  The 
     date of final disposition of the charge or the action means the 
     date of expiration of the statutory period within which a person 
     claiming to be aggrieved may bring an action in a U.S. district 
     court or, where an action is brought against a political jurisdic-
     tion either by a person claiming to be aggrieved or by the 
     Attorney General, the date on which such litigation is terminat-
     ed.

The regulation thus requires that "an employer notified of a charge 
of discrimination preserve relevant personnel records until the 
charges' final disposition."  Hicks v. Gates Rubber Co., 833 F.2d 
1406, 1418 (10th Cir. 1987).  In her deposition, Murphy stated that 
she was "somewhat" familiar with this requirement, although she 
was unaware of how long records were to be maintained.  See Webb 
II, 175 F.R.D. at 141.  The District does not now challenge the 
district court's conclusion that it violated this regulation in the 
destruction of certain documents from its files.



making of the record or the date of the action involved and to 
preserve those records relevant to a filed charge of discrimi-
nation until final disposition of the charge.  Because Webb 
had been terminated in June 1994, and the evidence showed 
that records from his personnel file had been destroyed in 
late 1994 or early 1995, the district court concluded that the 
District had engaged in a clear violation of the regulation.  
Next, the court rejected the District's claim that it did not 
have sufficient notice of which positions plaintiff intended to 
challenge, stating that Webb's second amended complaint, 
filed on May 12, 1992, named "the selectees for the positions 
[identified], together with the allegations of a pattern and 
practice of discrimination" and thus was "sufficient to put the 
District on notice that the relevant documents should have 
been retained."  Webb II, 175 F.R.D. at 144.  (The court was 
troubled, moreover, by the fact that the record indicated that 
"there was no procedure in place to ensure that relevant 
employment records were flagged so that they would not be 
destroyed."  Id.)  Finally, the court determined, based on the 
testimony adduced during the hearings, that the District 
knew of the requirement to preserve employment records and 
willfully chose to ignore it.  Id. at 145.  It thus held that 
some sort of sanction for the destruction of documents was 
appropriate and that, in accordance with the case law of this 
circuit, a default judgment was the only appropriate sanction.

     Following this decision, the District proffered several sum-
maries of sexual harassment claims involving Webb that had 
been submitted in other ongoing litigation and contended that 
Webb would ultimately have been discharged on harassment 
grounds even if he had not been terminated for discriminato-
ry reasons.10  On September 10, 1997, the court held that it 

__________
     10  The claim summaries were filed as part of the litigation in 
Neal v. Director, Dist. of Columbia Dep't of Corrections, in which 
the district court found that the District had tolerated widespread 
sexual harassment of female employees at the Department of 
Corrections.  In Bonds v. District of Columbia, 93 F.3d 801 (D.C. 
Cir. 1996), cert. denied, 117 S. Ct. 2453 (1997), this court reversed 
the discovery sanction imposed against the District in Neal and 



would not consider this evidence 11 and awarded Webb 
$80,745.35 in back pay, $75,000 in compensatory damages,12 
and $4,018.93 for medical expenses.13  The court also directed 
that the District rehire Webb to a DS-12 Special Assistant 
position, the position for which he applied in 1989, with "such 
other pecuniary compensation as one reinstated would be 
entitled to receive." 14  Joint Appendix ("J.A.") 60.

     The District appealed.  Before this court, the District does 
not contest the district court's conclusion that the District 
discarded files relevant to Webb's claims in violation of 
federal regulations and thus that some sanction is appropri-
ate.  See, e.g., Shepherd, 62 F.3d at 1478 ("[A] district court 
may impose issue-related sanctions whenever a preponder-
ance of the evidence establishes that a party's misconduct has 
tainted the evidentiary resolution of the issue.").  It does 
challenge, however, the district court's conclusion that default 
was the only appropriate sanction for its misconduct and the 

__________
remanded the case for further proceedings.  The parties subse-
quently settled the case.

     11  The court refused to consider the claim summaries because it 
believed the evidence went to the merits of Webb's case.  Because a 
default judgment was entered against the District, the District had 
"lost the opportunity to challenge the merits of plaintiff's claims";  
thus, "taking plaintiff's well-plead [sic] allegations as true, the court 
must conclude that this proffered reason [sexual harassment] was a 
pretext, and that plaintiff was fired in retaliation for complaining of 
race and gender discrimination."  Joint Appendix 52.

     12  In this regard, the district court noted that "[t]he branding of 
plaintiff by his employer as a sexual harasser was an egregious act 
that affected both plaintiff's professional and personal life."  J.A. 
58.

     13  The district court also ordered, on December 2, 1997, that 
the District pay attorneys' fees in the amount of $207,294.25 and 
costs in the amount of $25,125.92.  J.A. 121.

     14  The monetary awards and injunctive relief were subsequent-
ly stayed pending appeal.



requirement that Webb be reinstated to a supervisory posi-
tion despite strong evidence of sexual harassment.

                                 II. Analysis


     A.The Default Judgment

     A district court may order sanctions, including a default 
judgment, for misconduct either pursuant to Rule 37(b)(2) of 
the Federal Rules of Civil Procedure, which authorizes a 
court to assess a sanction for violation of a discovery order, or 
pursuant to the court's inherent power to "protect [its] integ-
rity and prevent abuses of the judicial process."  Shepherd, 
62 F.3d at 1474.  In Shea v. Donohoe Construction Company, 
795 F.2d 1071 (D.C. Cir. 1986), we set forth three basic 
justifications that support the use of dismissal or default 
judgment as a sanction for misconduct.  First, the court may 
decide that the errant party's behavior has severely ham-
pered the other party's ability to present his case--in other 
words, that the other party "has been so prejudiced by the 
misconduct that it would be unfair to require him to proceed 
further in the case."  Id. at 1074.  Second, the court may take 
account of the prejudice caused to the judicial system when 
the party's misconduct has put "an intolerable burden on a 
district court by requiring the court to modify its own docket 
and operations in order to accommodate the delay."  Id. at 
1075.  And finally, the court may consider the need "to 
sanction conduct that is disrespectful to the court and to 
deter similar misconduct in the future." 15  Id. at 1077.  A 
sanction imposed pursuant to any of these considerations 
must be based on findings supported by the record.  Bonds v. 
District of Columbia, 93 F.3d 801, 809 (D.C. Cir. 1996), cert. 
denied, 117 S. Ct. 2453 (1997).

     Although our review of a district court's order of default 
under either source of authority looks only to whether an 

__________
     15  Although Shea concerned dismissal ordered pursuant to Rule 
37(b), we have also held that these considerations are appropriate 
when a district court orders dismissal pursuant to its inherent 
power.  See, e.g., Ripalda v. American Operations Corp., 977 F.2d 
1464, 1466 (D.C. Cir. 1992).



abuse of discretion has occurred, the review should be a 
thorough, not a cursory, one.  See, e.g., Bonds, 93 F.3d at 808 
(Rule 37(b));  Shepherd, 62 F.3d at 1475 (inherent power).  
We recognize the burdens and management responsibilities a 
heavy docket places on a district court, but we must be 
equally cognizant of the drastic nature of a default judgment, 
which deprives a party completely of its day in court.  Be-
cause disposition of cases on the merits is generally favored, 
we have said that a default judgment must be a "sanction of 
last resort," to be used only when less onerous methods (for 
example, adverse evidentiary determinations or other "issue-
related sanctions") will be ineffective or obviously futile.  
Shea, 795 F.2d at 1075 (internal quotation omitted);  Shep-
herd, 62 F.3d at 1478.  While we do not require a district 
court, in making this judgment, to exhaust lesser sanctions 
before turning to default, see, e.g., Shepherd, 62 F.3d at 1479, 
we do require that the court explain its reason for issuing a 
default judgment rather than a lesser sanction.  This duty to 
explain arises out of two different, although related, concerns.  
Rule 37(b)(2) permits a district court to issue only such 
orders "as are just" in response to a party's failure "to obey 
an order to provide or permit discovery."  Fed. R. Civ. P. 
37(b)(2).  The requirement that an ordered sanction be "just" 
imposes a duty on the district court, particularly in the case 
of severe sanctions, to give adequate consideration to "wheth-
er lesser sanctions would be more appropriate for the particu-
lar violation."  Bonds, 93 F.3d at 808.  When sanctions are 
ordered under the court's inherent power, the need to consid-
er less onerous alternatives stems from the intrinsic need for 
self-restraint in using so powerful a weapon.  See, e.g., Cham-
bers v. NASCO, Inc., 501 U.S. 32, 44 (1991) ("Because of their 
very potency, inherent powers must be exercised with re-
straint and discretion.").  Indeed, we have noted that in order 
to justify the use of a court's inherent power to order default, 
the court must give "a specific, reasoned explanation for 
rejecting lesser sanctions, such as fines, attorneys' fees, or 
adverse evidentiary rulings."  Shepherd, 62 F.3d at 1478.  A 
district court must state why, in light of the Shea factors, less 
onerous sanctions are not sufficient.  Our task of appellate 



review of such orders, limited though it may be, cannot be 
properly exercised if we are not assured that the district 
court has fully considered whether harm caused by a party's 
misconduct may be rectified by sanctions short of default.  
Cf., e.g., Outley v. City of New York, 837 F.2d 587, 591 (2d 
Cir. 1988) ("Before the extreme sanction of preclusion may be 
used by the district court, a judge should inquire more fully 
into the actual difficulties which the violation causes, and 
must consider less drastic responses.").  Conclusory state-
ments are not enough.  Thus, in Shepherd, we held that 
although the district court had concluded that " '[i]mposition 
of a lesser sanction would only reward the defendants for 
their misconduct in this litigation,' " id. at 1480 (quoting 
Shepherd v. ABC, 151 F.R.D. 179, 192 (D.D.C. 1992)), the 
court had not sufficiently explained why lesser sanctions 
would " 'only reward the defendants' and fail to provide 
meaningful deterrence and punishment for the misconduct."  
Id.  Rather, it had noted only that "[it] thought the miscon-
duct was serious and imposing a default judgment was appro-
priate" without further explanation.  Id.  We thus felt 
obliged to remand for reconsideration of alternative sanctions 
by the district court.

     With these principles in mind, we proceed to examine the 
district court's order of default in this case under the frame-
work set out in Shea.16  First, we consider whether a default 

__________
     16  The court noted that it had the power to order sanctions both 
under its inherent power and under Rule 37(b)(2).  See Webb II, 
175 F.R.D. at 143.  As we have noted, authority to impose sanctions 
under Rule 37(b)(2) is triggered only by the violation of a produc-
tion order issued by the district court.  Shepherd, 62 F.3d at 1474;  
Attorney General v. Irish People, Inc., 684 F.2d 928, 951 n.129 
(D.C. Cir. 1982).  The order at issue, dated March 1, 1997, directed 
the District to respond fully and completely to plaintiff's discovery 
requests by March 6, 1997, and to confirm its compliance in writing.  
Webb II, 175 F.R.D. at 132.  In response to this order, the District 
provided, on March 6, supplemental responses to Webb's document 
requests and interrogatories but apparently did not provide written 
confirmation that the District had complied with Webb's discovery 
requests, as ordered by the court.  To the extent that the default 



judgment can be justified as a necessary response to the 
prejudice suffered by Webb as a result of the District's 
document destruction or whether an issue-related sanction 
would have sufficed.  We noted in Shepherd that the preju-
dice to the plaintiff engendered by the destruction of docu-
ments typically merits default in two instances:  "where the 
destroyed document is dispositive of the case, so that an 
issue-related sanction effectively disposes of the merits any-
way, and where the guilty party has engaged in such whole-
sale destruction of primary evidence regarding a number of 
issues that the district court cannot fashion an effective issue-
related sanction."  Shepherd, 62 F.3d at 1479 (citations omit-
ted).  We do not see that either of these circumstances is 
present in this case.  The evidence suggests that the person-
nel files of District employees who apply for vacant positions 
are not reviewed during the selection process, see Affidavit of 
Louis Chaney, Feb. 3, 1997;  Deposition of Joan Murphy, Feb. 
4, 1997;  thus, any "temporary records" that might have been 
removed from Webb's personnel file are seemingly relevant 
only to Webb's claim of retaliatory termination.  It does not 
appear from the evidence before us that the absence of such 
documents is dispositive of Webb's case or why an adverse 
inference as to these documents would not have sufficed to 

__________
judgment was based on the District's failure to include a statement 
of confirmation in its responses, the sanction was disproportionate 
to the fault.  It is difficult to conceive of circumstances in which the 
act of failing to state that all relevant documents have been provid-
ed, even when that omission is in direct contravention of a court 
order, would justify a sanction as severe as a default judgment.  To 
the extent that the default judgment was a response to the Dis-
trict's inability to respond fully to Webb's discovery requests due to 
its previous destruction of certain documents, we are doubtful that 
the judgment may be considered an exercise of the court's authority 
under Rule 37(b)(2), given that the document destruction took place 
well before the order compelling a response.  (More important, the 
district court had already decided to impose sanctions when it 
issued the discovery order.)  Because, as previously noted, our 
review proceeds in much the same manner whether the district 
court took its authority from Rule 37(b)(2) or from its inherent 
power, we need not resolve the issue here.



address any harm resulting from their destruction.  First, the 
only "temporary records" of potential interest would be any 
"Corrective/Adverse Action Final Decision Letters" or "Offi-
cial Reprimands" in the file.17  We would have supposed that 
__________
     17  In her affidavit, Adams stated that she located Webb's 
personnel folder in a box destined for a St. Louis records center.  
She further stated, "My review of the folder for Isaiah Webb 
retrieved from the St. Louis-bound box indicated to me that it had 
been processed for storage in the Federal Records Center because 
all the temporary records had been removed.  Temporary records 
which could have possibly been removed are described in the 
attached copy of DC Standard Form 1258 and designated by the 
mark 'LS.' "
     Form 1258 is titled "Government of the District of Columbia 
Official Personnel Folder Internal Audit Checklist."  Documents 
designated as temporary records are the following:
     1) DC OF-8, Positions Descriptions (All)

     2) P.O. Form 12 (Excellent/Satisfactory)

     3) DCSF-52 (Resulting in Personnel Form 1)

     4) DCSF-52A

     5) OMBS-90, Tax Withholding--Non-Resident

     6) SF-127, Request for Personnel Records--NPRS

     7) SF-1152, Designation of Beneficiary--Unpaid Compensa-
     tion

     8) DCSF-1231, Notification--Emergency

     9) Corrective/Adverse Action Final Decision Letters under 3 
     years old

     10) Designation of Essential Employee

     11) Employee Notice of Furlough

     12) Employee Notification--Drug Free Workplace

     13) Official Reprimands under 2 years old

     14) Personnel Action Proof List

     15) Position Data Proof List



     16) Proof of Residency, Chapter 3, DPM
     Webb would want to rely on the absence of any such docu-
ments in his file to argue that he was an exemplary employee;  
the fact that the District cannot prove that Webb was ever 
reprimanded would appear only to bolster his case.  (Alterna-
tively, the district court could have ordered that an inference 
adverse to the District be drawn that Webb had only favor-
able letters in his personnel file.)  Second, as the district 
court suggested, see Webb II, 175 F.R.D. at 148, an adverse 
inference could even have included the existence of docu-
ments in Webb's personnel file that provided evidence of 
retaliatory intent (for example, an official reprimand that 
contained a phrase such as "if you continue to pursue these 
claims, you will be terminated").  Of course, such an infer-
ence, even if accepted by the trier of fact, would not "effec-
tively dispose of the merits":  Even if Webb's claims were a 
"motivating factor" in the decision to terminate him, the 
District could still prevail if it could show "that it would have 
reached the same decision ... even in the absence of the 
protected conduct"--in this case, by producing sufficient evi-
dence of Webb's sexual harassment activities.  Mt. Healthy 
City Sch. Dist. Bd. of Educ. v. Doyle, 429 U.S. 274, 287 (1977);  
see also Walden v. Georgia-Pacific Corp., 126 F.3d 506, 512-
13 (3d Cir. 1997), cert. denied, 118 S. Ct. 1516 (1998);  Tao v. 
Freeh, 27 F.3d 635, 639 (D.C. Cir. 1994).18  We thus cannot 
agree with the district court's conclusion that "the only 
adverse inference that would adequately compensate plaintiff 
... would effectively dispose of the merits of the claim."  
Webb II, 175 F.R.D. at 148.

     We reach much the same conclusion with respect to the 
prejudice caused by the missing merit case files.  These files 
might indeed have contained information helpful to Webb's 

__________
Of these, only numbers 9 ("Corrective/Adverse Action Final Deci-
sion Letters") and 13 ("Official Reprimands") would appear to be 
relevant to Webb's case.

     18  This rule is intended to ensure that an employee is not placed 
"in a better position as a result of the exercise of ... protected 
conduct than he would have occupied had he done nothing."  Mt. 
Healthy, 429 U.S. at 285.



nonselection case, such as the experience and education of 
other applicants and the determination of the qualifications of 
each applicant.19  The absence of these documents was miti-
gated, however, by (1) the District's stipulation that it would 
not assert that applicants other than the final selectee were 
more qualified than Webb, see Webb II, 175 F.R.D. at 138;  (2) 
the provision to Webb of the personnel file of Patricia Britton, 
the selectee for vacancy announcement 89-125;  and (3) the 
submission, albeit delayed, of the names of the individuals 
who participated in the selection process.  Each of these 
sources provides a way for Webb to discover any helpful 
evidence pointing toward the conclusion that his nonselection 
was discriminatory.  We therefore cannot agree, on the basis 
of the current record, that lesser sanctions, such as a pre-
sumption that the missing files contained evidence favorable 
to Webb, would not suffice to overcome any prejudice suf-
fered by Webb as a result of the destruction of the files.20  
And to the extent that the documents would have shown that 
Webb's own qualifications were incorrectly evaluated by the 

__________
     19  See Deposition of Joan Murphy, Feb. 4, 1997 (noting that the 
Office of Personnel reviews all applications, assigns scores for level 
of experience, education, and so on, and sends an alphabetical list of 
the "qualified" candidates to the selecting official).

     20  Such a presumption is a common sanction in response to the 
destruction of documents.  See, e.g., Favors v. Fisher, 13 F.3d 1235, 
1239 (8th Cir. 1994);  Hicks, 833 F.2d at 1419;  Shipley v. Dugan, 
874 F. Supp. 933, 940 (S.D. Ind. 1995) (citing cases).  (The fact that, 
as the district court stated, the District failed to propose an 
adequate jury instruction containing an adverse inference presump-
tion, see Webb II, 175 F.R.D. at 148, should not cabin the scope of 
the district court's efforts in this regard.)  The most reasonable 
inference to be drawn that would not be inconsistent with other 
evidence would seem to be that no applicant who was not selected 
was more qualified than Webb.  It is conceivable, although unlikely, 
that the destroyed documents contained marginal notes and the like 
that reflected discriminatory intent.  Although an adverse inference 
presumption should not test the limits of reason, Webb would 
certainly be entitled to make such an argument;  the District, 
likewise, would be entitled to attempt to rebut it.



Office of Personnel, Webb can make that case independently 
through deposing Office of Personnel workers and asking 
them to explain the process for scoring qualifications.  We 
therefore are not convinced by the district court's conclusion 
that Webb was "so severely prejudiced by the District's 
conduct that it would be unfair to require [him] to proceed 
with the trial because no lesser alternative [could] compen-
sate [Webb] for the loss of evidence caused by the destruction 
and delay of [the District]."  Webb II, 175 F.R.D. at 145.

     We next consider the extent to which the document de-
struction caused prejudice to the judicial system.  Although 
the district court stated that the District's conduct "ha[d] 
occupied the court's attention with many hearings and mo-
tions" and thus frustrated the court's ability to provide "swift 
justice" to the litigants appearing before it, id. at 146, the 
court's primary concern, at least with respect to Webb's 
nonselection claims, seems to have been the delay in furnish-
ing some information until the month of trial rather than the 
scope of the information provided.  See, e.g., id. at 145 ("By 
delaying the disclosure of these names [of individuals partici-
pating in the selection process] for so long, defendant thwart-
ed plaintiff's ability to prepare for trial.  This injury is 
directly traceable to defendant's conduct:  if the files had not 
been destroyed, the information sought would have been 
readily available.").21  It therefore seems that any prejudice 
to Webb on this account could have been remedied by a 
continuance of the trial date sufficient to permit him to 

__________
     21  Although we noted in Shea that "prejudice to defendants 
resulting from unreasonable delay may be presumed," we also 
stated that where the delay is not unreasonable, "the need to show 
actual prejudice is proportionally greater."  Shea, 795 F.2d at 1075 
(internal quotation omitted).  While it is true that, as the district 
court noted, this litigation began in 1990, it was not until 1996 that 
Webb, with the aid of counsel, filed his fourth amended complaint, 
which narrowed the focus of his claims from over one hundred 
positions to only three positions (two of which remain) and added an 
additional claim of retaliatory termination.  It thus may be more 
appropriate to measure the effect of the delay using 1996, rather 
than 1990, as a benchmark.



depose the individuals identified by the District, perhaps with 
costs to be paid by the District.  The district court did not 
adequately state why such continuance would not be feasible, 
noting merely that "the only way for the court to guarantee a 
timely outcome was to set a trial date, and enforce it."  Webb 
II, 175 F.R.D. at 146.  Of course, we are cognizant of the 
district court's need to manage its schedule, and its calendar 
should not be subject to the whims of recalcitrant litigants.  
See, e.g., Shea, 795 F.2d at 1076 ("[W]here a party or counsel 
announces at the last minute that he cannot participate in a 
scheduled trial, the District Court is not required to disrupt 
its well-planned trial schedule to find a new date for the 
missed trial.").  But it is not apparent to us from the record 
below that a continuance would place an "intolerable burden" 
on the district court, id. at 1075 (emphasis added), or that the 
court's continued involvement in the discovery dispute would 
continue to call on far more resources into the future than the 
system should be required to allocate to the case.  (Although 
the discovery period had ended two weeks prior to the 
District's identification of the selecting individuals on March 
6, 1997, trial was set for nearly three weeks later, leaving 
some room for the court to maneuver.)  The district court's 
conclusion that "an adverse inference could not have compen-
sated for the delay suffered by plaintiff and the resulting 
inability to prepare for trial," Webb II, 175 F.R.D. at 148, 
standing alone, tells us nothing about the availability of a 
continuance to permit Webb to depose the named individuals.  
We thus cannot conclude, without further explanation from 
the district court, that any systemic harm suffered by the 
district court warranted a default judgment.

     Finally, we might uphold the judgment of default under 
Shea had the district court adequately established why no 
other sanction would adequately deter the District from com-
mitting similar misconduct in the future.  Here, again, we 
conclude that the record as it now stands does not support 
such a finding.  Although the district court stated that the 
District "must be deterred from continuing to consciously 
disregard the retention regulations," Webb II, 175 F.R.D. at 
147, it did not explain why lesser sanctions would not achieve 



the same effect;  indeed, we were informed by the District 
after oral argument that steps have been taken to alert 
District of Columbia employees as to their obligations under 
federal regulations to preserve employment records.  See 
Letter from Donna M. Murasky, Assistant Corporation Coun-
sel (May 15, 1998).  Moreover, as this court noted in Bonds, if 
the sanction of default is based only on deterring future 
misconduct, "the more severe sanction [of default] must be 
supported by a finding of flagrant or egregious misconduct by 
the defendant."  Bonds, 93 F.3d at 809;  see also Weisberg v. 
Webster, 749 F.2d 864, 871 (D.C. Cir. 1984) (dismissal pursu-
ant to Rule 37(b)(2) must be based on "willfulness or at least 
gross negligence").  Although the District now concedes that 
it failed to recognize its responsibility under 29 C.F.R. 
s 1602.31, we do not think that its failure rose to the level of 
flagrant or egregious misconduct.  The record does not re-
flect that, for example, the District deliberately discarded 
documents relating to Webb's case in an attempt to destroy 
key evidence or that its delay in responding to Webb's 
discovery requests was an intentionally dilatory effort to 
"gain an unfair tactical advantage over its litigation oppo-
nent."  Bonds, 93 F.3d at 812;  cf. Synanon Church v. United 
States, 820 F.2d 421, 423, 428 (D.C. Cir. 1987) (affirming 
dismissal based on party's "willful, deliberate and purposeful 
scheme" to destroy evidence) (internal quotation omitted).  
Rather, it seems clear from the record that the District's fault 
lay in failing to recognize that its general practice of discard-
ing files after a set period of time would result in the 
destruction of materials relevant to litigation and failing to 
notify employees systemwide of the federal regulations that 
imposed a duty to retain such materials.22  This lack of 

__________
     22  Although the district court found that there was evidence 
that "at least one District personnel official, Joan Murphy, had 
knowledge of the existence of EEOC regulations requiring mainte-
nance of documents, yet was unaware of any procedure by which 
the District would flag relevant files once litigation ha[d] been 
initiated" and thus that "the District knew of the requirement, but 
chose to ignore it," Webb II, 175 F.R.D. at 145, the portion of 



compliance is certainly serious, and must be addressed, but it 
does not appear to us to warrant sanctions as severe as 
default.

     At this point, then, we are not persuaded that a default 
judgment was the only punitive option available to the district 
court.  Because, however, we recognize that Shea's analytical 
framework "is not to be applied woodenly in evaluating the 
myriad and diverse factors that influence district judges in 
managing their caseloads," Bristol Petroleum Corp. v. Har-
ris, 901 F.2d 165, 167 (D.C. Cir. 1990), we will refrain from 
substituting our judgment for the district court's.  Instead, 
we vacate the judgment and remand to the district court for 
further consideration of less onerous sanctions.23

__________
Murphy's testimony the court cites in support of this conclusion 
seems more equivocal:

     Q: Are you aware of--are you familiar with the EEOC regu-
     lations regarding the destruction of documents?

     A: Somewhat, yes.

     Q: And what do you know about those regulations?

     A: I know that they're supposed to be maintained, but I don't 
     recall--I have not seen it in writing and I don't recall the 
     duration.

     Q: Is there any manner by which the District flags the merit 
     case files for which litigation has been initiated?

     A: I don't know.

     Q: Do you know who would know that information?

     A: No.

     Q: Are you the person that would know?

     A: I don't know.

Id. at 141-42 (quoting Transcript at 293).

     23  Despite the district court's contention below that "[i]f this 
case were to be remanded with instructions to construct a lesser 
sanction, the court would be unable to do so," Webb II, 175 F.R.D. 
at 148 n.16, we are confident that further exploration of the issue 


will either reveal the availability of alternative sanctions or result in 

B. The Remedy

     Because we are remanding this case for further proceed-
ings, we address the propriety of the district court's order 
directing that Webb be rehired to a DS-12 Special Assistant 
position, since if Webb prevails on the merits of his unlawful 
termination claim, or if the district court sufficiently justifies 
its sanction of default, the issue of the appropriate remedy 
will once again come to the fore.

     As a general rule, a district court "has broad discretion to 
fashion appropriate equitable relief for a Title VII plaintiff" 
including, but not limited to, reinstatement;  this court's re-
view is therefore limited to determining whether the district 
court abused that discretion.  Castle v. Rubin, 78 F.3d 654, 
657 (D.C. Cir. 1996) (citing 42 U.S.C. s 2000e-5(g)(1) (1993));  
Johnson v. Brock, 810 F.2d 219, 224 (D.C. Cir. 1987).  Gener-
ally, we would not disturb a district court's decision to order 
reinstatement as a remedy for a Title VII violation.  We 
think it important to recognize, however, that a successful 
Title VII plaintiff is entitled only to appropriate equitable 
relief, see, e.g., 42 U.S.C. s 2000e-5(g)(1) (1994);  Castle, 78 
F.3d at 657, a determination that authorizes a district court to 
take into account "extraordinary equitable circumstances that 
affect the legitimate interests of either party," McKennon v. 
Nashville Banner Publ'g Co., 513 U.S. 352, 362 (1995).24  In 
this case, the decision to reinstate Webb to a supervisory 
position with the District was made without any consideration 
of evidence that suggested that reinstatement may not have 
been an appropriate remedy--namely, the claims of several 
employees with the District that they had been harassed, 

__________
a more complete explanation of why such sanctions were deemed to 
be inappropriate.  Although we could undertake this investigation 
ourselves based on the record before us, we continue to believe, as 
in Bonds, that "in light of the deferential standard of review a 
statement of reasons from the district court [is] advisable."  Bonds, 
93 F.3d at 804 n.4.

     24  This court noted in Castle, that although McKennon arose 
under the Age Discrimination in Employment Act, "its principles 
clearly apply in Title VII actions."  Castle, 78 F.3d at 658.



sexually and otherwise, by Webb. Because that evidence 
would have been relevant to the determination of whether 
reinstatement 25 was an appropriate remedy, we direct the 
district court on remand, should the remedy phase be 
reached, to permit the District to submit such evidence.

     Although reinstatement is certainly a preferred remedy in 
Title VII cases, it may not always be an appropriate one.  
Whether reinstatement is indeed appropriate may be deter-
mined only after careful consideration of the circumstances of 
a particular case.  See, e.g., Hudson v. Reno, 130 F.3d 1193, 
1202 (6th Cir. 1997), petition for cert. filed, 66 U.S.L.W. 3791 
(U.S. Jun. 8, 1998) (No. 97-1987);  McKnight v. General 
Motors Corp., 973 F.2d 1366, 1370 (7th Cir. 1992).  Courts 
have, for example, deemed reinstatement to be inappropriate 
when there is "evidence of extreme animosity" between the 
plaintiff and the defendant employer, see Williams v. Valen-
tec Kisco, Inc., 964 F.2d 723, 730 (8th Cir. 1992) (internal 
quotation omitted);  or where the employer has expressed 
"genuine dissatisfaction" with the plaintiff's job performance, 
see Hudson, 130 F.3d at 1202.  In these circumstances, 
although reinstatement would technically make the plaintiff 
whole, larger considerations of the relationship between the 
plaintiff and the employer and, indeed, the environment in 
which their relationship is situated, militate against ordering 
reinstatement.  Cf., e.g., Ford Motor Co. v. EEOC, 458 U.S. 
219, 239 (1982) (rights of "innocent third parties" may be 
considered in devising Title VII remedy);  Thomas v. Nation-
al Football League Players Ass'n, 131 F.3d 198, 207 (D.C. 
Cir. 1997) (district court "reasonably concluded that reinstate-
ment would not serve the interests of justice where the 
employee engaged in behavior that could conceivably have 
given rise to a legitimate discharge under other circum-
stances");  Lander v. Lujan, 888 F.2d 153, 157 (D.C. Cir. 
1989) (suggesting that "[i]t may well be appropriate, perhaps 

__________
     25  We use the term "reinstatement" here to refer to reemploy-
ment with the Department of Corrections and not to suggest that 
Webb held a Special Assistant position prior to his termination.



even required," that a district court consider the impact of 
reinstatement on displaced employee).

     In Webb's case, the record contains evidence that suggests 
that reinstatement to a supervisory position within the De-
partment of Corrections may not be an appropriate remedy.26  
The seven Neal claim summaries proffered by the District, if 

__________
     26  Even assuming that default was an appropriate sanction, we 
believe the district court failed to distinguish between the claims 
allegedly underlying Webb's termination (the complaints of Shank 
and Stevens) and the claims offered by the District in support of its 
contention that reinstatement was inappropriate (the seven Neal 
claim summaries).  Once default had been entered, each of Webb's 
"allegations of fact [were to] be taken as true and each of [his] 
claims ... considered established as a matter of law."  Brockton 
Sav. Bank v. Peat, Marwick, Mitchell & Co., 771 F.2d 5, 13 (1st Cir. 
1985);  see also Black v. Lane, 22 F.3d 1395, 1399 (7th Cir.1994) 
("When a default judgment is entered, facts alleged in the complaint 
may not be contested.");  10 Charles Alan Wright, Arthur R. 
Miller & Mary Kay Kane, Federal Practice and Procedure 
s 2688 (2d ed. 1983).  If default is again determined to be an 
appropriate sanction, the district court would thus be justified in 
crediting Webb's allegation that "[a]lthough [the District] has al-
leged that [his] termination was the result of sexual harassment 
charges brought by two DOC employees, the sexual harassment 
charges are without basis and provided a mere pretext that [the 
District] has used to justify its illegal conduct."  Fourth Amended 
Complaint (Nov. 1, 1996), at 10;  cf. In re Docteroff, 133 F.3d 210, 
215 (3d Cir. 1997) ("To hold otherwise would give litigants who 
abuse the processes and dignity of the court an undeserved second 
bite at the apple.").  Significantly, however, Webb's complaint made 
no allegations as to the veracity of any of the claims filed in the 
Neal litigation.  Thus, even if default was warranted, it was error 
for the district court to hold that these claims could not be 
considered simply because the claims of Shank and Stevens were 
necessarily deemed to be groundless.  Cf. In re Dierschke, 975 F.2d 
181, 185 (5th Cir. 1992) (noting that "fundamental fairness[ ] dic-
tate[s] that a judgment by default operates as a deemed admission 
only as to the relief requested in the complaint").  Of course, should 
Webb's case proceed to trial on remand, the District would be 
entitled to show that Shank's and Stevens's claims did in fact 
constitute the reason for Webb's termination.



credited, suggest that Webb has engaged in repeated sexual 
harassment of the co-workers whom he supervised, including 
unwanted physical contact, see, e.g., J.A. 65 (claim summary 
of Karen Dudley) ("Webb stuck his hand in her pants, 
grabbed her belt buckle and pulled her towards him.  Ms. 
Dudley pushed him away and told him not do to that.");  J.A. 
86 (claim summary of Evella Fisher) ("Capt. Webb ap-
proached Ms. Fisher, began feeling her breasts and said 'I 
like breast milk.'  At one point, Capt. Webb actually reached 
underneath Ms. Fisher's blouse and took her breast out, 
feeling and squeezing it further.  Ms. Fisher began crying 
and quickly left Capt. Webb's office.");  unwelcome sexual 
advances, see, e.g., J.A. 102 (claim summary of Norma Rose 
Jackson) ("... Captain Webb called Ms. Jackson into his 
office, locked the door from the inside, and then requested 
that Ms. Jackson perform oral sex on him....  Ms. Jackson 
refused Captain Webb's request for oral sex, but Captain 
Webb persisted in making unwelcome sexual advances on Ms. 
Jackson");  and intimidation, see, e.g., J.A. 73 (claim summary 
of Thyra Griffin) ("Captain Webb looked directly at Lt. 
Griffin and indicated that 'I'm the master chess player here 
and if you don't like it you can meet me on the parking lot, 
better still, you can meet me on 19th Street and deal with this 
300 lb. African.' ").  While we by no means suggest that these 
allegations proffered by the District should be accepted on 
face value--that is, without the benefit of a hearing in which 
Webb is permitted to contest them--we do think the district 
court erred in excluding this evidence altogether in determin-
ing whether reinstatement to a supervisory position was 
appropriate.27

__________
     27  In McKennon, the Court held that if evidence acquired after 
an unlawful termination showed wrongdoing "of such severity that 
the employee in fact would have been terminated on those grounds 
alone if the employer had known of it at the time of the discharge," 
513 U.S. at 362-63, reinstatement generally would be an inappropri-
ate remedy.  See id. at 362 ("It would be both inequitable and 
pointless to order the reinstatement of someone the employer would 
have terminated, and will terminate, in any event and upon lawful 
grounds.").  The parties agree that the events alleged in three of 



                               III.  Conclusion


     Our holding today should not be construed as any condona-
tion of the District's conduct during the prolonged discovery 
phase in this case.  Its failure to institute a citywide policy to 
ensure that documents relevant to litigation were not routine-
ly destroyed and its less than direct responses to discovery 
requests without doubt complicated and extended the discov-
ery process in this case.  On the basis of the record before us, 
however, we are not convinced that a default judgment was 
an appropriate response to the District's misconduct.  We 
conclude both that the district court did not adequately 

__________
the Neal claim summaries were made known to the District after 
Webb's 1994 termination;  those summaries should therefore have 
been considered by the district court.  Although the District does 
not contest Webb's claim that the events described in the other four 
Neal claim summaries were brought to the District's attention well 
in advance of Webb's 1994 termination and yet did not result in his 
discharge, we do not believe that the time frame renders these four 
summaries irrelevant.  To begin with, the extent of the District's 
knowledge of the events in those summaries is unclear from the 
record before us.  It may be the case that those with the authority 
to take action were left uninformed, in which case the four earlier 
summaries may well be considered "after-acquired evidence" that 
would have led to Webb's discharge in any event.  Moreover, even 
if the District chose not to terminate Webb after receiving the first 
four complaints, it is entirely possible it would have chosen to 
terminate him once three more complaints had been brought to its 
attention.  Thus, even if only three of the Neal complaints were 
technically "after-acquired evidence," the cumulative effect of all 
seven complaints may have been weighty enough that the District 
would, in fact, have ultimately terminated Webb in response to the 
events alleged.  We are not in a position, on the basis of this record, 
to judge what action the District might have taken in response to 
these allegations.  Should the district court determine that Webb 
would have been terminated, however, it would be not only "inequi-
table and pointless" but also potentially harmful to reinstate Webb 
to a supervisory position within the Department of Corrections, 
particularly given the acknowledgment of the District, and this 
court, that "sexual harassment is a long-standing problem at the 
Department of Corrections."  Bonds, 93 F.3d at 804.



consider discovery sanctions other than a default judgment 
and that it improperly rejected evidence relevant to the 
propriety of reinstatement.  We therefore vacate the default 
judgment against the District, as well as the order awarding 
attorneys' fees and costs, and remand for further proceed-
ings.

It is so ordered.