King et al. v. Crane Nuclear, Inc. et al.

IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
MATT JOHNSON, PLUMBERS &
STEAMFITTERS LOCAL NO. 43
HEALTH AND WELFARE FUND, and
PLUMBERS & STEAMFITTERS
LOCAL NO. 43 PENSION FUND,
Plaintiffs,
v.
CRANE NUCLEAR PFT CORP.,
CHRIS MITCHELL, and the
TENNESSEE VALLEY AUTHORITY,
Defendants.
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
Case No. 3:23-cv-00273
Judge Aleta A. Trauger
MEMORANDUM and ORDER
Before the court is the Motion for Award of Attorneys’ Fees (Doc. No. 109), filed by
defendants Crane Nuclear PFT Corp. and Chris Mitchell. For the reasons set forth herein, the court,
in the exercise of its discretion, will deny the motion.
I. 	BACKGROUND
Plaintiffs Matt Johnson, the Plumbers & Steamfitters Local No. 43 Health and Welfare
Fund, and the Plumbers & Steamfitters Local No. 43 Pension Fund (collectively, the “Funds”)
brought this lawsuit against the defendants under 29 U.S.C. § 1145 for allegedly failing to make
required contributions to the Funds. (See First Amended Complaint, Doc. No. 41.)
In May 2025, the court ruled in favor of the defendants on the parties’ competing Motions
for Summary Judgment and entered judgment for the defendants, on the grounds that the
defendants were not contractually required to contribute to the Funds.
The defendants’ Motion for Award of Attorneys’ Fees followed. In their supporting
Memorandum of Law, the defendants assert that the court may award them fees under 29 U.S.C.
Case 3:23-cv-00273 Document 123 Filed 02/19/26 Page 1 of 8 PageID #: <pageID>

2
§ 1132(g)(1) and that the factors governing whether the court should award them fees weigh in
their favor. (See generally Doc. No. 110.) They also argue that the requested fee amount,
$196,632.10, is reasonable, and they have submitted documentation to support the reasonableness
of the hourly rates sought by the attorneys who worked on the case, as well as the reasonableness
of the hours spent on this case for which they seek fees. (See Doc. Nos. 109-1 through 3; Doc. No.
116.)
The Funds oppose the motion. (Doc. No. 119.) First, they argue that § 1132(g)(1) does not
govern the fee request; instead, according to the Funds, it is governed by § 1132(g)(2), which
requires that prevailing plaintiffs in actions under § 1145 be awarded attorney’s fees but says
nothing about prevailing defendants. Alternatively, the Funds argue that the factors normally
applicable to fee requests under § 1132(g)(1) weigh against an award of attorney’s fees in this case
and that the court should exercise its discretion to deny the motion. They also argue that the amount
of fees requested is unreasonable and, alternatively, that the court should “offset any award against
the amount the defendants owe plaintiffs.” (Doc. No. 119 at 11.)
II. 	DISCUSSION
A. 	Section 1132(g)(1) Authorizes Fee Shifting
ERISA’s fee-shifting provisions state as follows:
(1) In any action under this subchapter (other than an action described in paragraph
(2)) by a participant, beneficiary, or fiduciary, the court in its discretion may allow
a reasonable attorney’s fee and costs of action to either party.
(2) In any action under this subchapter by a fiduciary for or on behalf of a plan to
enforce section 1145 of this title in which a judgment in favor of the plan is
awarded, the court shall award the plan . . . reasonable attorney’s fees and costs of
the action, to be paid by the defendant . . . .
29 U.S.C. § 1132(g)(1) & (g)(2)(D).
Thus, under the “plain and unambiguous statutory language,” either party may be awarded
fees under subsection (g)(1), irrespective of which party is the prevailing party. Hardt v. Reliance
Case 3:23-cv-00273 Document 123 Filed 02/19/26 Page 2 of 8 PageID #: <pageID>

3
Standard Life Ins. Co., 560 U.S. 242, 251–52 (2010). In Hardt, the Court held, based on that plain
language, that “a fee claimant need not be a ‘prevailing party’ to be eligible for any attorney’s fees
award under § 1132(g)(1).” Id. at 252. However, in reaching that conclusion, the Court noted that
the language in subsection (g)(1) “contrasts sharply with § 1132(g)(2), which governs the
availability of attorney’s fees in ERISA actions under § 1145.” Id. The Court then stated—in pure
dicta—that, “[i]n such cases, only plaintiffs who obtain ‘a judgment in favor of the plan’ may seek
attorney’s fees.” Id. (quoting 29 U.S.C. § 1132(g)(2)(D)).
Citing Hardt, the Funds argue that § 1132(g)(1) is inapplicable to this case and that
§ 1132(g)(2) “only permits a fee award to a prevailing plaintiff ‘to be paid by the defendant.’” (See
Doc. No. 119 at 2.) The Funds candidly concede that they are aware of only two cases—both
district court cases—even considering the question of a whether a prevailing defendant in an action
under 29 U.S.C. § 1145 may be awarded attorney’s fees. But they also argue that they are aware
of no cases, in the Sixth Circuit or elsewhere, that have awarded attorney’s fees to a prevailing
defendant in a § 1145 case.
Irrespective of the unfortunate dicta in Hardt, this court finds that the plain language of the
statute clearly authorizes a prevailing defendant in a § 1145 action to seek attorney’s fees.
Subsection (g)(1) authorizes the court to award attorney’s fees to either party “[i]n any action
under this subchapter,” “other than [in] an action described in paragraph (2).” 29 U.S.C.
§ 1132(g)(1). Hardt limited the scope of the court’s discretion by confining fee awards under
subsection (g)(1) to a party who achieves some non-trivial degree of success on the merits. Hardt,
560 U.S. at 255.
Subsection (g)(2), on its face, applies only to actions brought (1) “by a fiduciary for or on
behalf of a plan to enforce section 1145” and (2) in which judgment is awarded in favor of the
plan. 29 U.S.C. § 1132(g)(2). In that type of case, the court must (“shall”) award attorney’s fees to
Case 3:23-cv-00273 Document 123 Filed 02/19/26 Page 3 of 8 PageID #: <pageID>

4
the plan. But subsection (g)(2) says nothing about § 1145 enforcement actions in which judgment
is not awarded in favor of the plan. So, an enforcement action under § 1145 in which the defendant
is the prevailing party does not qualify as “an action described in paragraph (2).” Consequently,
subsection (g)(1), which applies to all other “action[s] under this subchapter,” governs the
availability of attorney’s fees to the prevailing defendant. Accord United Auto. Workers Loc. 259
Pension Fund v. Platinum Volkswagen, LLC, No. CV145803ESJAD, 2016 WL 816756, at *3
(D.N.J. Feb. 29, 2016) (reaching the same conclusion); BAC Loc. Union 15 Welfare Fund v. McGill
Restoration, Inc., No. 16-2082-JAR-TJJ, 2016 WL 6905721, at *3 (D. Kan. Nov. 23, 2016) (“The
Court agrees with Defendant’s interpretation, based on a plain reading of the statute, that a
defendant can recover fees under subsection (g)(1) unless subsection (g)(2) applies.”).
B. 	The Exercise of the Court’s Discretion Under § 1132(g)(1)
In the Sixth Circuit, once the court has made the threshold determination that the party
seeking fees has achieved “some degree of success on the merits,” Hardt, 560 U.S. at 255 (citation
omitted) (and the defendants in this case clearly were successful on the merits, having prevailed at
summary judgment), the court may consider the so-called “King factors” in deciding whether to
award fees to that party:
(1) the degree of the opposing party’s culpability or bad faith; (2) the opposing
party’s ability to satisfy an award of attorney’s fees; (3) the deterrent effect of an
award on other persons under similar circumstances; (4) whether the party
requesting fees sought to confer a common benefit on all participants and
beneficiaries of an ERISA plan or resolve significant legal questions regarding
ERISA; and (5) the relative merits of the parties’ positions.
Canter v. Alkermes Blue Care Elect Preferred Provider Plan, No. 24-3926, 2025 WL 2058997, at
*1–2 (6th Cir. July 23, 2025) (quoting Sec’y of Dep’t of Labor v. King, 775 F.2d 666, 669 (6th Cir.
1985); see also Hardt, 560 U.S. at 255 & n.8 (noting that the five factors are not “required for
channeling a court’s discretion” but that courts “may consider” them). These factors are to be
“viewed flexibly, with no one factor being ‘necessarily dispositive.’” Geiger v. Pfizer, Inc., 549 F.
Case 3:23-cv-00273 Document 123 Filed 02/19/26 Page 4 of 8 PageID #: <pageID>

5
App'x 335, 338 (6th Cir. 2013) (quoting Foltice v. Guardsman Prods., Inc., 98 F.3d 933, 936 (6th
Cir. 1996)). Importantly, there is “no presumption as to whether attorney’s fees will be awarded”
to the prevailing party in an ERISA case. Id. (quoting Armistead v. Vernitron Corp., 944 F.2d
1287, 1301–02 (6th Cir. 1991)).
While § 1132(g)(1) authorizes a fee award to “either party,” fee awards to prevailing
defendants against an ERISA plan appear to be rare, simply because the relevant factors tend to
favor ERISA plans. Accord Huizinga v. Genzink Steel Supply & Welding Co., 984 F. Supp. 2d 741,
745–46 (W.D. Mich. 2013) (observing that, “in most ERISA cases, the nature of the King factors
makes it less likely that the factors will favor an award to defendants” (citing Toussaint v. JJ
Weiser, Inc., 648 F.3d 108, 111 (2d Cir. 2011)); see also Salovaara v. Eckert, 222 F.3d 19, 28 (2d
Cir. 2000) (“Although the [Second Circuit’s equivalent of the King] test applies to both plaintiffs
and defendants in ERISA actions, courts have cautioned that the five factors ‘very frequently
suggest that attorney’s fees should not be charged against ERISA plaintiffs.’” (quoting West v.
Greyhound Corp., 813 F.2d 951, 956 (9th Cir. 1987)); United Bhd. of Carpenters & Jointers of
Am. v. Endicott Enters., 806 F.2d 918, 923 (9th Cir. 1986) (“The [relevant] factors frequently lead
to the conclusion that attorneys’ fees should not be charged against ERISA plaintiffs.”). They do
not weigh in favor of the defendants here.
The first factor to consider is the “degree of the opposing party’s culpability or bad faith.”
King, 775 F.2d at 669. Generally, to avoid a finding of bad faith, the plaintiff funds must have had
“a reasonable belief that they could prove an actionable ERISA claim.” Cline v. Industrial
Maintenance Engineering & Contracting Co., 200 F.3d 1223, 1236 (9th Cir. 2000). “[T]he mere
fact that an action is without merit does not amount to bad faith.” BDT Prod., Inc. v. Lexmark Int’l,
Inc., 602 F.3d 742, 753 (6th Cir. 2010). The court finds no evidence of bad faith or culpable
conduct on the part of the Funds, despite having granted summary judgment against them. They
Case 3:23-cv-00273 Document 123 Filed 02/19/26 Page 5 of 8 PageID #: <pageID>

6
did not unnecessarily multiply the litigation or include clearly frivolous claims. The mere fact that
they lost on the merits does not weigh in favor of awarding fees against them.
Nor does the Funds’ ability to satisfy a fee award weigh in favor of awarding fees against
them. Contrary to the defendants’ suggestion, the Funds’ “gross revenue” and union officials’
salaries are simply not relevant to answer this question. As the Funds argue, the fiduciaries who
administer the Funds do not receive compensation for that service, and the Funds themselves do
not generate profit or revenue. Instead, they receive contributions from participating employers,
and any expenditure of those funds to cover an opposing party’s attorney’s fees would be to the
detriment of plan beneficiaries. Accord Carpenters S. California Admin. Corp. v. Russell, 726 F.2d
1410, 1416 (9th Cir. 1984) (noting that a “plaintiff-trustee may find it difficult to pay [attorney’s
fees] without injuring the beneficiaries of the plan”). This factor does not weigh in favor of
awarding fees to the defendants.
Regarding the “deterrent effect” of awarding fees, the defendants argue that such
deterrence is necessary, pointing to a “copycat” case pending in the Northern District of Alabama.
(Doc. No. 110 at 6 (citing United Ass’n of Plumbers & Steamfitters Local 760 Health and Welfare
Plan v. Crane Nuclear, Inc., No. 5:23-cv-01668-LCB (N.D. Alabama)).) The court takes judicial
notice that the parties to that case stipulated to dismissal after this court granted summary judgment
for the defendants in this case,1 indicating that further deterrence is unnecessary. Moreover, other
courts have found that this factor always weighs strongly against awarding fees against an ERISA
fund, because “[a]warding fees in such a case would likely deter beneficiaries and trustees from
1 See Stipulation of Dismissal 1, United Ass’n of Plumbers & Steamfitters Local 760 Health
and Welfare Plan v. Crane Nuclear, Inc., No. 5:23-cv-01668-HNJ (N.D. Alabama July 15, 2025)
(“Given the district court’s May 19, 2025 decision in Matt Johnson et al. v. Crane Nuclear PFT
Corp. et al., Civ. A. No. 23-273 (M.D. Tenn.), pursuant to Rule 41(a)(1)(A)(ii), the parties hereby
stipulate to the dismissal of this matter . . . .), ECF No. 29.
Case 3:23-cv-00273 Document 123 Filed 02/19/26 Page 6 of 8 PageID #: <pageID>

7
bringing suits in good faith for fear that they would be saddled with their adversary’s fees in
addition to their own in the event that they failed to prevail.” Salovaara, 222 F.3d at 31. In addition,
courts recognize that “[p]laintiff-trustees . . . generally will be sufficiently deterred from instituting
vexatious suits by the absence of personal gain therefrom and the likelihood that they will have to
pay their own fees and costs should they not prevail.” Russell, 726 F.2d at 1416. This factor weighs
strongly against awarding fees to the defendants.
The fourth factor is whether the party requesting fees sought to confer a common benefit
on all participants and beneficiaries of an ERISA plan or resolve significant legal questions
regarding ERISA. This factor is either neutral, as the defendants argue, or weighs slightly against
the defendants, as they are not a party seeking to confer a common benefit on ERISA beneficiaries.
Instead, they defended against the lawsuit in order to avoid having to contribute to the Funds.
Accord Jackson v. Wilson, Sonsini, Goodrich & Rosati Long Term Disability Plan, 768 F. Supp.
2d 1015, 1025 (N.D. Cal. 2011) (finding that this factor was neutral or weighed slightly against
the prevailing defendant, who, in defending against the lawsuit “mainly sought to benefit itself by
‘prevent[ing] itself from having to pay [the] Plaintiff’s benefits’” (quoting Epstein v. Unum Life
Ins. Co. of Am., No. CV 04-0400 SVW, 2004 WL 2418310, at *4 (C.D. Cal. Oct. 13, 2004)).
The fifth factor clearly weighs in favor of the defendants, as they obtained dismissal of the
Funds’ claim and judgment in their favor.
The fact that the defendants prevailed, however, is not sufficient to overcome the weight
of the other factors against it, particularly the Funds’ inability to pay an award and the potentially
deterrent effect of saddling the Funds with the defendants’ fees. The court, in the exercise of its
discretion in weighing these factors, finds that the defendant should not be awarded fees under 29
U.S.C. § 1132(g)(1).
Case 3:23-cv-00273 Document 123 Filed 02/19/26 Page 7 of 8 PageID #: <pageID>

8
III. 	CONCLUSION AND ORDER
For the reasons set forth herein, the defendants’ Motion for Award of Attorneys’ Fees (Doc.
No. 109) is hereby DENIED.
It is so ORDERED.
ALETA A. TRAUGER
United States District Judge
Case 3:23-cv-00273 Document 123 Filed 02/19/26 Page 8 of 8 PageID #: <pageID>