Matula v. Wells Fargo & Company

Background

Thomas O. Matula, Jr. filed a proposed class action against 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. 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 rather than for plan participants’ benefit.

The complaint asserted claims under the Employee Retirement Income Security Act (ERISA), including breach of fiduciary duty, violation of ERISA’s anti-inurement provision, prohibited transactions, and failure to monitor delegated fiduciaries. The plan contained a forum-selection clause requiring disputes arising under the plan to be submitted to the United States District Court for the District of Minnesota, except as provided in the trust agreement. The plan was administered in Minnesota.

Venue Transfer

The parties stipulated to transfer the case to the District of Minnesota under 28 U.S.C. § 1404(a). The court explained that § 1404(a) permits transfer to a district where the case could have been brought or to a district to which all parties have consented. In an ERISA action, venue may also be proper where the plan is administered, where the alleged breach occurred, or where a defendant resides or may be found.

The court found the forum-selection clause valid. Neither side alleged fraud or overreaching concerning the clause, neither side contested its application, and enforcing it would not deny the plaintiffs their day in court because it directed the case to another federal court. The court also found that enforcement would not violate public policy.

When a valid forum-selection clause applies, the court generally considers public-interest factors rather than private-interest factors. The court found that court congestion was similar in the two districts, so that factor favored neither side. It found that Minnesota had an interest in resolving the action because the plan was administered there. The court also concluded that having plan-related actions handled in one federal court would promote consistent interpretation of the plan, reduce costs, and further ERISA’s goal of providing low-cost plans.

Disposition

The court held that the plan contained a valid forum-selection clause and that ERISA permitted the parties to enforce it. Judge William Alsup granted the stipulation to transfer venue to the District of Minnesota and directed the Clerk to transfer the action there.