Background
Richard Kelly maintained a 401(k) account in Altria’s Deferred Profit-Sharing Plan after leaving the company. Anticipating a stock-market increase following the 2020 presidential election, he asked Fidelity, the plan’s recordkeeper, to liquidate certain holdings and transfer his assets to Goldman Sachs while preserving favorable tax treatment for non-Altria stock. The transaction required a cash rollover and an in-kind stock distribution, which Fidelity completed on November 12, 2020.
Kelly contended that Fidelity had led him to believe he could access the cash proceeds sooner and that the delay prevented him from benefiting from the expected market increase. After Altria denied his plan claim, he sued Altria, the plan, and Fidelity under ERISA. He alleged wrongful denial of benefits, breach of fiduciary duty, and Altria’s failure to provide the administrative services agreement between Altria and Fidelity. The district court granted summary judgment to the defendants and later awarded attorney’s fees to Altria, the plan, and Fidelity.
The Court’s Holding
The Fourth Circuit affirmed summary judgment on the benefits claim. Because the plan granted its administrator discretionary authority, the court reviewed Altria’s decision for abuse of discretion and found it reasonable. The management committee considered the relevant call transcripts and Kelly’s evidence, and Fidelity completed the transactions within the estimated timeframes communicated to him.
The court also affirmed rejection of the fiduciary-duty claim. Fidelity performed ministerial recordkeeping functions and did not become a functional fiduciary merely by explaining how to implement Kelly’s preexisting decision to transfer his assets. Even assuming Fidelity acted as a fiduciary, it breached no duty: its timing estimates were substantially accurate, it made no guarantees, and one potentially confusing comment did not establish a fiduciary breach. The court likewise affirmed the attorney-fee awards.
But the court reversed on the document-disclosure claim. It held that the administrative services agreement was a contract “under which the plan is . . . operated” within 29 U.S.C. § 1024(b)(4) because it governed Fidelity’s performance of functions that helped the plan work. Kelly therefore was entitled to the agreement. The court remanded for the district court to decide whether statutory penalties were appropriate.
Key Takeaways
- An ERISA administrator’s discretionary benefits decision will stand if it results from a deliberate, principled process and is supported by substantial evidence, even if a court might have reached a different conclusion.
- A recordkeeper does not become an ERISA fiduciary merely by providing ministerial information about implementing a participant’s already-made transfer decision.
- An administrative services agreement may be subject to ERISA’s disclosure requirement when it governs functions through which the plan operates, even if it does not define participants’ benefits or rights.
Why It Matters
The decision clarifies that ERISA’s document-disclosure provision reaches formal service agreements governing operational aspects of a plan, not only documents defining benefits or participant rights. Plan administrators may therefore face discretionary statutory penalties for withholding administrative agreements that structure essential recordkeeping or claims functions.
At the same time, the ruling preserves meaningful limits on fiduciary status for third-party service providers and reinforces the substantial deference afforded to plan administrators whose governing documents grant discretionary authority.