Matula v. Wells Fargo & Company

Background

Thomas O. Matula, Jr. brought a proposed class action under the Employee Retirement Income Security Act (ERISA). The opinion states that Matula worked for Wells Fargo in California and participated in Wells Fargo’s 401(k) plan. He alleged that the defendants used forfeited, nonvested plan assets to reduce future employer contributions instead of benefiting plan participants.

The complaint alleged breach of fiduciary duty, violation of ERISA’s anti-inurement provision, prohibited transactions under ERISA, and failure to monitor people to whom Wells Fargo delegated fiduciary responsibilities. The defendants were Wells Fargo & Company, the Human Resources Committee of the Board of Directors of Wells Fargo, the Wells Fargo Employee Benefit Review Committee, and Does 1-10.

Transfer Analysis

The plan contained a forum-selection clause—a provision choosing the court where disputes must be heard. It stated that disputes arising under the plan should be submitted to the United States District Court for the District of Minnesota, unless the trust agreement provided otherwise. The plan was administered in Minnesota.

The parties stipulated to transfer the case to the District of Minnesota under 28 U.S.C. § 1404(a). The court explained that a valid forum-selection clause generally controls unless there is a strong reason to set it aside. Neither side alleged fraud or overreaching, neither contested applying the clause, and enforcing it would still leave the plaintiffs in federal court with an opportunity to litigate their claims.

The court considered the public-interest factors relevant to enforcing a forum-selection clause. It found that court congestion in the Northern District of California and the District of Minnesota was relatively similar. It also found that Minnesota had an interest in resolving the dispute because the plan was administered there. Finally, the court stated that having plan-related actions heard in one federal court would promote consistent interpretations of the plan, reduce costs, and further ERISA’s goal of providing low-cost plans.

Disposition

The court found the forum-selection clause valid and concluded that ERISA permitted the parties to enforce it. The court GRANTED the stipulation to transfer venue to the District of Minnesota under 28 U.S.C. § 1404(a) and directed the clerk to transfer the action. The order resolved venue only; it did not decide whether the alleged ERISA violations occurred.