NOT FOR PUBLICATION FILED UNITED STATES COURT OF APPEALS SEP 24 2025 MOLLY C. DWYER, CLERK U.S. COURT OF APPEALS FOR THE NINTH CIRCUIT
MARK ZAVISLAK, No. 24-4156 D.C. No. Plaintiff - Appellant, 5:21-cv-01811-EJD v. MEMORANDUM* NETFLIX, INC.,
Defendant - Appellee.
MARK ZAVISLAK, No. 24-4175 Plaintiff - Appellee, D.C. No. 5:21-cv-01811-EJD v.
NETFLIX, INC.,
Defendant - Appellant.
Appeal from the United States District Court for the Northern District of California Edward J. Davila, District Judge, Presiding
Argued and Submitted September 16, 2025 San Francisco, California
Before: M. SMITH and BUMATAY, Circuit Judges, and BARKER, District
* This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3. Judge.**
Plaintiff Mark Zavislak is the beneficiary through his spouse of a health plan
(the Plan) provided by Defendant Netflix, Inc. (Netflix). He appeals an order of
the district court denying his request for an injunction mandating Netflix disclose
certain documents pursuant to Section 104 of the Employee Retirement Income
Security Act of 1974 (ERISA), 29 U.S.C. § 1024(b)(4).1 Netflix cross-appeals the
district court’s entry of $765 in statutory penalties in favor of Zavislak. We have
appellate jurisdiction pursuant to 28 U.S.C. § 1291. We affirm the district court’s
conclusion that Netflix did not need to disclose any additional documents but
vacate the district court’s entry of statutory penalties against Netflix.
Because the parties are familiar with the facts and background of this case,
we provide only the information necessary to give context to our ruling. In early
January 2021, Zavislak sent a physical letter to Netflix’s corporate headquarters
identifying himself as a beneficiary of the Plan and requesting various Plan
documents. The letter arrived at Netflix within days. However, most employees
** The Honorable J. Campbell Barker, United States District Judge for the Eastern District of Texas, sitting by designation. 1 Section 104 provides, in relevant part, that “[t]he [Plan] administrator shall, upon written request of any participant or beneficiary, furnish a copy of the latest updated summary, plan description, and the latest annual report, any terminal report, the bargaining agreement, trust agreement, contract, or other instruments under which the plan is established or operated.” 29 U.S.C. § 1024(b)(4).
2 24-4156 were working from home due to the COVID-19 pandemic, and Netflix’s Benefits
Manager did not receive Zavislak’s request. A few weeks later, after receiving no
response, Zavislak sent a follow-up email to Netflix’s registered agent for service
of process. Zavislak indicated he was a beneficiary through his wife and stated, for
the first time, that his request was pursuant to ERISA Section 104. Netflix
responded through counsel, who provided seven summary documents (the
Governing Plan Documents) before the end of February. Netflix did not provide
Zavislak with its four claims administration agreements (CAAs) with Collective
Health Administrators, LLC (Collective Health), Anthem Blue Cross Life &
Health Insurance (Anthem), Delta Dental of California (Delta Dental), and Vision
Service Plan (VSP), or nine other internal documents (the Ancillary Documents).
Zavislak filed suit against Netflix in the Northern District of California. He
soon filed an amended complaint, which is the operative complaint. Zavislak
requested penalties from February 26, 2021, onward for Netflix’s alleged refusal to
furnish the CAAs and Ancillary Documents; injunctive relief compelling Netflix to
produce those documents; and injunctive relief to compel Netflix to maintain its
Plan according to a written instrument, to the extent that the Plan was not in
writing.
The parties filed cross-motions for summary judgment. Without ruling on
those motions, the district court ordered the parties to submit proposed findings of
3 24-4156 fact and conclusions of law. The district court subsequently found that Netflix was
not required to provide any of the CAAs or Ancillary Documents in response to
Zavislak’s request. However, the district court nonetheless entered $765 in
statutory penalties against Netflix for the delayed disclosure of the Governing Plan
Documents.
1. The parties dispute the applicable standards of review on appeal. In light
of the parties’ agreement on how to resolve the case, we review de novo the district
court’s interpretation of Section 104 and the application of Section 104 to the
documents at issue and review for clear error the district court’s factual findings as
to the documents’ content. Highmark Inc. v. Allcare Health Mgmt. Sys., Inc., 572
U.S. 559, 563 (2014). We review the district court’s penalties award for abuse of
discretion. Id.
2. Our precedents call for a narrow interpretation of Section 104 in line with
the district court’s holding. In Hughes Salaried Retirees Action Committee v.
Administrator of the Hughes Non-Bargaining Retirement Plan, an en banc panel of
our court held that Section 104(b)(4) calls for the disclosure only of documents
“that provide individual participants with information about the plan and benefits.”
72 F.3d 686, 690 (9th Cir. 1995) (en banc). This includes only those documents
that permit “the individual participant [to] know[ ] exactly where he stands with
respect to the plan—what benefits he may be entitled to, what circumstances may
4 24-4156 preclude him from obtaining benefits, what procedures he must follow to obtain
benefits, and who are the persons to whom the management and investment of his
plan funds have been entrusted.” Id. (alterations in original) (quoting S. Rep. No.
127, 93d Cong., 2d Sess. (1974), reprinted in 1974 U.S.C.C.A.N. 4838, 4863).
The CAAs are not within the scope of Section 104. Aside from limited
provisions in the VSP CAA (largely duplicative of documents Zavislak received),
the four CAAs govern only the relationship between Netflix and the third parties
providing various claims-related services, not the actual benefits to which Plan
participants are entitled or the processes Plan participants must undergo to obtain
those benefits. See id.
Zavislak’s arguments to the contrary are unavailing. First, the district court
did not improperly rely upon the unpublished decision in Hively v. BBA Aviation
Benefit Plan, 331 F. App’x 510 (9th Cir. 2009). Rather, its decision was based on
Hughes and Shaver v. Operating Engineers Local 428 Pension Trust Fund, 332
F.3d 1198 (9th Cir. 2003). It also looked to Hively because that case concerned a
CAA. Second, Zavislak argues that Section 104 explicitly enumerates “contracts”
in the list of documents that may be disclosed. Hughes, though, did not classify
what documents were subject to disclosure under Section 104 by their type but
rather by what role they play for the beneficiary. 72 F.3d at 690. Zavislak’s
5 24-4156 reading of Hughes contradicts that decision’s own warnings against interpreting
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NOT FOR PUBLICATION FILED UNITED STATES COURT OF APPEALS SEP 24 2025 MOLLY C. DWYER, CLERK U.S. COURT OF APPEALS FOR THE NINTH CIRCUIT
MARK ZAVISLAK, No. 24-4156 D.C. No. Plaintiff - Appellant, 5:21-cv-01811-EJD v. MEMORANDUM* NETFLIX, INC.,
Defendant - Appellee.
MARK ZAVISLAK, No. 24-4175 Plaintiff - Appellee, D.C. No. 5:21-cv-01811-EJD v.
NETFLIX, INC.,
Defendant - Appellant.
Appeal from the United States District Court for the Northern District of California Edward J. Davila, District Judge, Presiding
Argued and Submitted September 16, 2025 San Francisco, California
Before: M. SMITH and BUMATAY, Circuit Judges, and BARKER, District
* This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3. Judge.**
Plaintiff Mark Zavislak is the beneficiary through his spouse of a health plan
(the Plan) provided by Defendant Netflix, Inc. (Netflix). He appeals an order of
the district court denying his request for an injunction mandating Netflix disclose
certain documents pursuant to Section 104 of the Employee Retirement Income
Security Act of 1974 (ERISA), 29 U.S.C. § 1024(b)(4).1 Netflix cross-appeals the
district court’s entry of $765 in statutory penalties in favor of Zavislak. We have
appellate jurisdiction pursuant to 28 U.S.C. § 1291. We affirm the district court’s
conclusion that Netflix did not need to disclose any additional documents but
vacate the district court’s entry of statutory penalties against Netflix.
Because the parties are familiar with the facts and background of this case,
we provide only the information necessary to give context to our ruling. In early
January 2021, Zavislak sent a physical letter to Netflix’s corporate headquarters
identifying himself as a beneficiary of the Plan and requesting various Plan
documents. The letter arrived at Netflix within days. However, most employees
** The Honorable J. Campbell Barker, United States District Judge for the Eastern District of Texas, sitting by designation. 1 Section 104 provides, in relevant part, that “[t]he [Plan] administrator shall, upon written request of any participant or beneficiary, furnish a copy of the latest updated summary, plan description, and the latest annual report, any terminal report, the bargaining agreement, trust agreement, contract, or other instruments under which the plan is established or operated.” 29 U.S.C. § 1024(b)(4).
2 24-4156 were working from home due to the COVID-19 pandemic, and Netflix’s Benefits
Manager did not receive Zavislak’s request. A few weeks later, after receiving no
response, Zavislak sent a follow-up email to Netflix’s registered agent for service
of process. Zavislak indicated he was a beneficiary through his wife and stated, for
the first time, that his request was pursuant to ERISA Section 104. Netflix
responded through counsel, who provided seven summary documents (the
Governing Plan Documents) before the end of February. Netflix did not provide
Zavislak with its four claims administration agreements (CAAs) with Collective
Health Administrators, LLC (Collective Health), Anthem Blue Cross Life &
Health Insurance (Anthem), Delta Dental of California (Delta Dental), and Vision
Service Plan (VSP), or nine other internal documents (the Ancillary Documents).
Zavislak filed suit against Netflix in the Northern District of California. He
soon filed an amended complaint, which is the operative complaint. Zavislak
requested penalties from February 26, 2021, onward for Netflix’s alleged refusal to
furnish the CAAs and Ancillary Documents; injunctive relief compelling Netflix to
produce those documents; and injunctive relief to compel Netflix to maintain its
Plan according to a written instrument, to the extent that the Plan was not in
writing.
The parties filed cross-motions for summary judgment. Without ruling on
those motions, the district court ordered the parties to submit proposed findings of
3 24-4156 fact and conclusions of law. The district court subsequently found that Netflix was
not required to provide any of the CAAs or Ancillary Documents in response to
Zavislak’s request. However, the district court nonetheless entered $765 in
statutory penalties against Netflix for the delayed disclosure of the Governing Plan
Documents.
1. The parties dispute the applicable standards of review on appeal. In light
of the parties’ agreement on how to resolve the case, we review de novo the district
court’s interpretation of Section 104 and the application of Section 104 to the
documents at issue and review for clear error the district court’s factual findings as
to the documents’ content. Highmark Inc. v. Allcare Health Mgmt. Sys., Inc., 572
U.S. 559, 563 (2014). We review the district court’s penalties award for abuse of
discretion. Id.
2. Our precedents call for a narrow interpretation of Section 104 in line with
the district court’s holding. In Hughes Salaried Retirees Action Committee v.
Administrator of the Hughes Non-Bargaining Retirement Plan, an en banc panel of
our court held that Section 104(b)(4) calls for the disclosure only of documents
“that provide individual participants with information about the plan and benefits.”
72 F.3d 686, 690 (9th Cir. 1995) (en banc). This includes only those documents
that permit “the individual participant [to] know[ ] exactly where he stands with
respect to the plan—what benefits he may be entitled to, what circumstances may
4 24-4156 preclude him from obtaining benefits, what procedures he must follow to obtain
benefits, and who are the persons to whom the management and investment of his
plan funds have been entrusted.” Id. (alterations in original) (quoting S. Rep. No.
127, 93d Cong., 2d Sess. (1974), reprinted in 1974 U.S.C.C.A.N. 4838, 4863).
The CAAs are not within the scope of Section 104. Aside from limited
provisions in the VSP CAA (largely duplicative of documents Zavislak received),
the four CAAs govern only the relationship between Netflix and the third parties
providing various claims-related services, not the actual benefits to which Plan
participants are entitled or the processes Plan participants must undergo to obtain
those benefits. See id.
Zavislak’s arguments to the contrary are unavailing. First, the district court
did not improperly rely upon the unpublished decision in Hively v. BBA Aviation
Benefit Plan, 331 F. App’x 510 (9th Cir. 2009). Rather, its decision was based on
Hughes and Shaver v. Operating Engineers Local 428 Pension Trust Fund, 332
F.3d 1198 (9th Cir. 2003). It also looked to Hively because that case concerned a
CAA. Second, Zavislak argues that Section 104 explicitly enumerates “contracts”
in the list of documents that may be disclosed. Hughes, though, did not classify
what documents were subject to disclosure under Section 104 by their type but
rather by what role they play for the beneficiary. 72 F.3d at 690. Zavislak’s
5 24-4156 reading of Hughes contradicts that decision’s own warnings against interpreting
Section 104 as a generalized disclosure law.2
3. Zavislak also sought the disclosure of the Ancillary Documents that he
alleged were “instruments under which the plan is established or operated.” The
district court correctly held that Netflix did not have to disclose either set of
documents pursuant to Section 104. All the Ancillary Documents were either
already available to Zavislak or were internal documents that do not bear on where
he stands regarding the Plan. Hughes, 72 F.3d at 690.
4. Finally, we reverse the district court’s award of $765 in penalties against
Netflix. Under our circuit’s two-step abuse-of-discretion test, we conclude that the
district court identified the correct legal standard but that its application of that
standard was without support in the factual record. See United States v. Hinkson,
585 F.3d 1247, 1261–62 (9th Cir. 2009). The district court correctly identified 29
U.S.C. § 1132(c)(1)(B), which provides for penalties for a failure to comply with
mandatory disclosure requirements. 29 U.S.C. § 1132(c)(1)(B); 29 C.F.R.
§ 2575.502c-1. The district court also acknowledged Department of Labor disaster
orders issued during the COVID-19 crisis that suspended deadlines contained in
Title 1 of ERISA until at least March 1, 2021, “if the plan and responsible
2 Zavislak bases his reading of Section 104 largely on out-of-circuit decisions that interpret Section 104 to mandate broad disclosure.
6 24-4156 fiduciary act in good faith and furnish the [documents] as soon as administratively
practicable under the circumstances.” Emp. Benefits Sec. Admin., Disaster Relief
Notice 2020-01, https://perma.cc/4UBM-5V27.
Though the district court recognized the suspension of deadlines pursuant to
the disaster orders and found that Netflix did not act in bad faith, it nonetheless still
imposed $765 in statutory penalties against Netflix. There is insufficient support
in the record for statutory penalties: Netflix disclosed all required documents as
soon as administratively practicable ahead of the March 1, 2021, disaster order
deadline and did not act in bad faith, especially in light of the COVID-19
pandemic. There was, accordingly, no Section 104 violation and no basis for
penalties.
We therefore AFFIRM the district court’s conclusion that Netflix was not
required to disclose the CAAs or Ancillary Documents but VACATE the entry of
$765 in statutory penalties against Netflix.
7 24-4156