Fifth Circuit Holds ERISA Fiduciary Claims Seeking Monetary Relief Are Equitable and Not Subject to Arbitration

In Aramark Servs., Inc. Grp. Health Plan v. Aetna Life Ins. Co., No. 24-40323, —F.4th—-, 2025 WL 3676864 (5th Cir. Dec. 18, 2025), the Fifth Circuit affirmed the denial of Aetna’s motion to compel arbitration and stay litigation, holding that (1) the parties did not clearly and unmistakably delegate questions of arbitrability to an arbitrator, and (2) the plan’s ERISA claims seeking monetary relief against a fiduciary constitute equitable relief and therefore fall outside the scope of the arbitration clause.

Aramark, which sponsors and self-funds employee health benefit plans, sued Aetna for breach of fiduciary duty and prohibited transactions under ERISA §§ 502(a)(2) and (a)(3), alleging improper claims payments, undisclosed fees, and misuse of plan assets. Aetna moved to compel arbitration under a Master Services Agreement that required arbitration of disputes except those seeking “any form of equitable relief.”

The Fifth Circuit first held that the district court—not an arbitrator—properly decided arbitrability. Although the arbitration provision incorporated AAA rules, the court found that the carve-out for equitable relief appeared in the same sentence as the delegation language, mirroring the clause at issue in Archer & White Sales v. Henry Schein, 935 F.3d 274 (5th Cir. 2019). Under that structure, the incorporation of AAA rules did not constitute “clear and unmistakable” evidence that arbitrability was delegated to the arbitrator.

Turning to the nature of the relief sought, the court held that Aramark’s claims were equitable, even though they sought monetary recovery. Relying on CIGNA Corp. v. Amara, 563 U.S. 421 (2011), and Fifth Circuit precedent in Gearlds v. Entergy Services, 709 F.3d 448 (5th Cir. 2013), the court reaffirmed that monetary “make-whole” relief against an ERISA fiduciary—often described as equitable surcharge—remains equitable in nature. The court rejected Aetna’s argument that Montanile v. Bd. of Trs. of Nat. Elevator Indus. Health Benefit Plan, 577 U.S. 136 (2016) eliminated this distinction, emphasizing that Montanile addressed claims against non-fiduciaries and did not overrule Amara’s treatment of fiduciary remedies.

Because Aramark sought equitable relief excluded from arbitration under the contract, the district court properly denied the stay. The Fifth Circuit also found no abuse of discretion in declining to defer to parallel arbitration proceedings filed later by Aetna in another forum. Judge Jones concurred in the arbitrability ruling but dissented from the holding that monetary relief against a fiduciary is equitable under § 502(a)(3), urging the court to abandon Gearlds in light of Montanile and align with recent Fourth and Sixth Circuit authority.