How the Ninth Circuit Clarified ERISA’s Plan Document Disclosure Rules

In a significant decision for employers, plan administrators, and Employee Retirement Income Security Act of 1974 (ERISA) practitioners, the Ninth Circuit’s recent ruling in Zavislak v. Netflix, Inc., No. 24-4156, 2025 WL 2717422 (9th Cir., Sept. 24, 2025), reaffirms a narrow interpretation of the disclosure requirements under ERISA Section 104(b)(4) and offers insight into how courts may treat compliance delays during extraordinary circumstances like the COVID-19 pandemic.

Understanding ERISA Section 104(b)(4)

Section 104(b)(4) of ERISA sets forth certain document disclosure requirements. Plan administrators are required to furnish, upon written request, “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.” Participants and beneficiaries seeking information about their rights and benefits under an employee benefit plan often invoke this provision. ERISA Section 502(c)(1) imposes a penalty of $110 per day for every day beyond 30 days that the plan administrator fails to provide documents.

Courts have long debated the scope of this requirement—specifically, what constitutes an “instrument under which the plan is established or operated.” The Ninth Circuit has consistently interpreted this language narrowly, focusing on documents that directly inform participants about their rights and benefits.

Case Background: Zavislak v. Netflix, Inc.

Mark Zavislak, a beneficiary of Netflix’s health plan through his spouse, requested various plan documents, claims administration agreements, and internal documents in January 2021. Due to the COVID-19 pandemic, Netflix employees were working remotely, and the initial request—sent via physical mail—was not received or addressed promptly. Zavislak followed up with an email in February, explicitly referencing ERISA Section 104. Netflix responded by providing seven governing plan documents but withheld four claims administration agreements and nine internal documents.

Zavislak sued, seeking statutory penalties and injunctive relief compelling Netflix to disclose the claims administration agreements and internal documents. Zavislak also sought the $110 per-day penalty for each day from the date Netflix first produced plan documents until the date of the district court’s order. The district court ruled that Netflix was not required to disclose the claims administration agreements and internal documents and found that Netflix had not acted in bad faith. The district court imposed a $765 penalty for the delayed disclosure of the governing plan documents, applying a reduced $15-per-day penalty from the date of the request’s postmark to 51 days later, when Netflix initially furnished the plan documents. Both parties appealed.

The Ninth Circuit’s Holding: Narrow Scope of Disclosure

The Ninth Circuit affirmed the district court’s interpretation of Section 104, reiterating its precedent from Hughes Salaried Retirees Action Committee v. Administrator of the Hughes Non-Bargaining Retirement Plan, 72 F.3d 686 (9th Cir. 1995) (en banc). The Court emphasized that only documents providing participants with information about their rights and benefits under the plan are subject to mandatory disclosure.

The claims administration agreements, which governed Netflix’s relationships with third-party claims administrators, did not meet this standard. Except for limited provisions in one agreement that were duplicative of already-disclosed materials, the claims administration agreements and internal documents did not directly affect Zavislak’s entitlement to benefits or the procedures for obtaining them. Thus, Netflix was not obligated to disclose them under ERISA Section 104(b)(4).

COVID-19 Disaster Relief Orders and Good Faith Compliance

The Court also addressed the Department of Labor’s COVID-19 disaster relief guidance, which suspended certain ERISA deadlines until at least March 1, 2021, provided that plan fiduciaries acted in good faith and furnished documents as soon as administratively practicable.

Although Netflix did not respond immediately to Zavislak’s initial request—due in part to pandemic-related disruptions—the Court found no evidence of bad faith. Netflix ultimately provided the required documents before the March 1 deadline, aligning with the relief guidance. As a result, the Ninth Circuit vacated the district court’s $765 penalty, concluding there was no basis for a fine.

Practical Considerations for Plan Administrators

1. Focus on Participant-Centric Documents: Only documents that directly inform participants of their rights, benefits, and procedures under the plan may be subject to disclosure under Section 104. Internal business documents and third-party administrative contracts generally may fall outside this scope.
2. Document Good Faith Efforts: In times of crisis or disruption, such as a pandemic, courts may show flexibility if plan administrators act in good faith and make reasonable efforts to comply with ERISA’s disclosure requirements.
3. Timely and Clear Communication Matters: Even when facing operational challenges, responding promptly and transparently to participant requests may mitigate legal exposure and demonstrate compliance.
4. Review and Update Disclosure Protocols: Administrators should ensure that their organizations’ ERISA compliance procedures are aligned with current legal interpretations and are adaptable to emergencies.

Conclusion

The Zavislak decision reinforces the Ninth Circuit’s narrow view of the disclosure requirements under ERISA Section 104, clarifying that only documents directly affecting participant rights and benefits must be disclosed. At the same time, it underscores the importance of good faith in compliance, especially during unprecedented events like the COVID-19 pandemic.