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Association Employee Stock Ownership Plan,
Plaintiff-Appellee,
versus
MICHAEL E. CASEY; ET AL.,
Defendants,
MICHAEL E. CASEY,
Defendant-Counter Claimant-Appellant,
versus
THE TEXAS SAVINGS AND LOAN DEPARTMENT; KATHY BARNES;
VIVIAN WECHIE,
Defendants-Appellees,
and
THE OFFICE OF THRIFT SUPERVISION,
Defendant-Counter Defendant-Appellee.
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DIRECTOR OF THE OFFICE OF THRIFT SUPERVISION,
US DEPARTMENT OF THE TREASURY,
Plaintiff-Appellee,
versus
MICHAEL E. CASEY,
Defendant-Appellant.
Before KING, Chief Judge, SMITH, and STEWART, Circuit Judges.
CARL E. STEWART, Circuit Judge:
Defendant-Appellant Michael E. Casey appeals the district court's grant of summaryjudgment in favor of the Office of Thrift Supervision and the Texas Savings and Loan Department. The appellant also challenges the district court's order which distributed the disputed retirementbenefits to other retirement plan participants, and the award of attorney's fees to Plaintiff-AppelleeRobert Rhoades. For the following reasons we affirm.
FACTUAL AND PROCEDURAL BACKGROUND
This appeal arises from a complicated set of factual and procedural circumstances. MichaelE. Casey ("Casey") was the first president and chief executive officer of FirstBanc. FirstBanc'sEmployees Stock Ownership Plan ("ESOP") was established May 1, 1987. Casey was the plan'strustee and an ESOP participant.
In 1991, the Office of Thrift Supervision ("OTS") and the Texas Savings and LoanDepartment ("TSLD") raised questions regarding the administration of the FirstBanc ESOP. TheOTS and TSLD commenced a formal examination of FirstBanc and the FirstBanc ESOP. Theagencies investigated to determine whether Casey had committed violations of banking regulations,breached fiduciary duties, and engaged in unsafe or unsound banking practices. These investigationsled to settlement negotiations between OTS, TSLD and Casey. In order to avoid the initiation ofadministrative litigation against him by OTS and TSLD on June 21, 1993 Casey entered into twoseparate consent agreements titled Stipulation and Consent to Issuance of Order to Cease and Desist("consent agreements") with OTS and TSLD respectively. In the consent agreements signed byCasey, he assented to issuance of the cease and desist orders ("cease and desist orders" or "orders"). These consent agreements further stated that Casey agreed to comply with the cease and desist ordersthat would be forthcoming from OTS and TSLD. Casey also stipulated that the orders compliedwith all requirements of law. The consent agreements clearly explained that the cease and desistorders were final orders, effective, and fully enforceable by the agencies. Casey also waived hisright to seek judicial review of the orders or to otherwise challenge the validity of the order.
The cease and desist orders issued by OTS and TSLD were comprehensive. The ordersstripped Casey of his association with FirstBanc as a director and of his position as trustee of theESOP. Most importantly for this appeal, the orders stated that Casey would waive his rights andinterests in his ESOP benefits. The OTS order stated in part, "Casey shall forfeit, waive, and releaseany ESOP benefits, interests, distribution or claim for ESOP benefits, interests, and distributions." (1) In April 1995, over two years after the consent agreements were signed and the orders had beenissued, the OTS Midwest Regional director sent a letter to Casey requesting that he execute a waiverof his ESOP benefits as required by the order. Casey, responding to the letter through counsel,refused to execute the waiver.
In August 1995, Robert Rhoades, the new trustee of the FirstBanc ESOP, dissolved theFirstBanc ESOP. At that time, Rhoades distributed the ESOP funds to the ESOP participants or theirbeneficiaries. OTS and TSLD wrote to Rhoades and reminded him of the orders in place againstCasey and asserted that Casey's ESOP benefits were subject to the orders which required Casey toforfeit and waive his benefits. Casey also contacted Rhoades and disputed the validity of the orders. Casey requested that Rhoades release and distribute to him his portion of the ESOP fund.
On November 1, 1995, Rhoades filed an interpleader action, and subsequently deposited intothe Registry of the Court the $77,064.04 in dispute. OTS, TSLD, Casey, and all of the other ESOPplan participants were named as defendants in the interpleader action. This interpleader action wasfiled in the U.S. District Court for the Southern District of Texas and was assigned to Judge VanessaGilmore.
One month later in December 1995, OTS filed a Complaint for Enforcement of Order("enforcement complaint") in the U.S. District Court for the Southern District of Texas and it wasassigned to Judge David Hittner. The enforcement complaint named Casey as the defendant andstated that pursuant to 12 U.S.C. § 1818(I)(1) OTS was entitled to enforcement of the outstandingfinal order, including obtaining an order from the district court directing Casey to waive his ESOPbenefits. On April 23, 1996 OTS filed an unopposed motion to consolidate the Rhoades interpleaderaction and the OTS enforcement complaint. On April 26, 1996 Judge Gilmore signed an ordergranting OTS's motion to consolidate the cases.
On February 28, 1997 OTS, TSLD and Casey filed motions for summary judgment. On thesame day Rhoades filed a motion for discharge as plaintiff in the interpleader action and forattorney's fees. On April 23, 1997, the district court granted OTS and TSLD's motions for summaryjudgment denying Casey's motion for summary judgment. The district court also granted Rhoades'motion for attorney's fees. The district court refused to discharge Rhoades as a plaintiff until thecourt entered a final order distributing the ESOP benefits that were in the court's registry. On June3, 1997, the district court entered an order that distributed the funds held in the court registry asfollows : $23, 955.21 to Rhoades in attorney's fees, and the remaining $53, 108.83 plus all accruedinterest to be distributed to the ESOP participants in the same proportion as the previousdisbursements made by Rhoades. (2)
In the district court's order granting summary judgment the court stated that the clearlanguage of 12 U.S.C. § 1818(i)(1) defined the district court's jurisdiction to only allow the courtto enforce the OTS order, and that a district court should not review or modify the terms of an OTSorder. The district court also found that even if it had jurisdiction to modify or rescind the OTSorder, the OTS order did not violate the anti-alienation provisions of ERISA. In regards to the TSLDorder the district court held that Casey was barred by res judicata from collaterally attacking theTSLD order. The district court further found that the Texas statutes which empowered TSLD toregulate state-chartered savings associations were not preempted by ERISA.
DISCUSSION
Casey argues on appeal that the district court erred in finding that it did not have jurisdictionto consider his defense to the OTS order, and also erred in finding that the OTS order did not violatethe anti-alienation provisions of ERISA. Casey also challenges the district court's finding that resjudicata bars his challenge to the TSLD order, and that the TSLD order is not preempted by ERISA. Finally, Casey argues that the district court abused its discretion in awarding Rhoades attorney's feesbecause Rhoades was not a disinterested stakeholder as required to receive attorney's fees in aninterpleader action. We will consider each of these issues in turn.
A. OTS Order
This court reviews a grant of summary judgment de novo. See Rivers v. Central and SouthWest Corporation , 186 F.3d 681, 682 (5 th Cir. 1999). Summary judgment is appropriate, when,viewing the evidence in the light most favorable to the nonmoving party, the record reflects that nogenuine issue of any material fact exists. See Celotex Corp. v. Cartrett , 477 U.S. 317, 322-324, 106S.Ct. 2548, 91 L.Ed. 2d 265 (1986).
1. District Court's Jurisdiction under 12 U.S.C. § 1818
The district court granted summary judgment to OTS on the grounds that the 12 U.S.C. §1818(i)(1) limits a district court's jurisdiction to the enforcement of banking agency orders. Thedistrict court found that §1818(i)(1) expressly forbids a district court to review, suspend or terminateOTS orders. Casey argues that he did not ask the district court to review, suspend or modify theOTS order. He contends that as a defense to the OTS enforcement action he requested that thedistrict court rule on the legal effect of the OTS order, specifically whether the OTS order was voidas a matter of law because the order violated ERISA's anti-alienation provision.
Before the district court were two separate actions which the district court consolidated; theenforcement action brought by OTS against Casey, and the interpleader action brought by Rhoadesnaming OTS, TSLD, Casey and the other plan participants as defendants. Therefore, we will addressthe district court's jurisdiction in each suit separately. (3)
The jurisdictional scheme for a federal banking agency's cease and desist orders is set forthin the Financial Institutions Supervisory Act of 1966 (FISA), 80 Stat, 1046, as amended, 12 U.S.C.§ 1818 et seq. FISA § 1818(b) gives a federal banking agency, such as OTS, the power to issue acease and desist order against any banking institution affiliated party who the agency has reasonablecause to believe has been engaging in unsafe or unsound practices. A cease and desist orderbecomes effective at the expiration of thirty days after the service of the order upon the institutionaffiliated party, in the present case that party being Casey. (4) See 12 U.S.C. § 1818(b)(2).
FISA also provides a comprehensive system for judicial review of an effective cease anddesist order. See Board of Governors of Fed. Reserve Sys. of U.S. v. Mcorp Financial Inc. , 502 U.S.32, 37, 112 S.Ct. 459, 463, 116 L.Ed. 2d 358 (1991). A party may obtain review of the order issuedby the banking agency by filing it in a Court of Appeals of the United States. See 12 U.S.C. §1818(h)(2). The banking agency may apply to a United States district court for the enforcement ofan effective and outstanding order, and the district court has the jurisdiction and power to ordercompliance with the OTS order. See 12 U.S.C. § 1818(i)(1) (emphasis added). The district courtdoes not have jurisdiction to affect by injunction or otherwise the enforcement of any order, or toreview, modify, suspend, terminate or set aside any order. Id.
The case law also outlines and clearly forecloses the jurisdiction of a district court to modify,or review banking agency orders. In MCorp. , the Supreme Court held that the plain, preclusivelanguage of § 1818(i) "provides us with clear and convincing evidence that Congress intended todeny the District Court jurisdiction to review and enjoin" administrative proceedings. MCorp. , 502U.S. at 44. This court has also found that § 1818(i) on its face is sufficient to deprive the districtcourt of jurisdiction to review, modify or terminate banking agency disciplinary actions. See e.g. , Landmark Land Company, Inc. , 948 F.2d 910, 912 (5 th Cir. 1991); Board of Governors of theFederal Reserve System v. DLG Financial Corp. , 29 F.3d 993, 999 (5 th Cir. 1994). Therefore, basedon the plain and preclusive language of § 1818(i)(1) the district court properly concluded that it didnot have jurisdiction in the enforcement action to modify or terminate the OTS order.
Casey nonetheless argues that the jurisdictional scheme of §1818(i) is inapplicable to thiscase because he did not ask the district court to modify or suspend the OTS order, but insteadpresented a defense to the OTS order, namely that the OTS order violated the anti-alienationprovision of ERISA. Casey asserts that after considering his defense, the district court hadjurisdiction to find the OTS order void as a matter of law. However, if the district court hadconsidered Casey's defense and declared the OTS order void and therefore unenforceable, thatdecision would have been tantamount to the district court's modifying or terminating the OTS order. This is an action which is expressly prohibited by § 1818(i).
The proper course of action for Casey would have been for him to challenge the OTS orderin this court. Casey entered into the consent agreement and the OTS order was issued in June 1993. Section 1818(h) provides that an institution affiliated party has within 30 days after the date ofservice of the agency order to seek review in the Court of Appeals, and request that the agency orderbe modified, terminated, or set aside. (5) Casey chose to disregard the OTS order by not seeking timelyreview of the order, not executing the waiver of his benefits, and instead waiting until OTS filed anenforcement complaint to submit his ERISA argument as a defense. (6) Therefore, the district courtproperly concluded that it did not have jurisdiction to declare the OTS order void as a matter of lawbecause that action would have been equivalent to terminating or modifying the OTS order.
2. ERISA's Anti-alienation Provision
While admittedly the district court did not have jurisdiction under §1818 to consider Casey'sERISA defense the district court did have jurisdiction to consider Casey's ERISA argument as partof the court's effort to fashion a solution to the interpleader action. The interpleader complaintspecifically requested that the court determine the rights of all the named parties as to the disputedESOP funds, and to distribute the benefits according to the court's determination. Therefore,looking through the lens of the interpleader action, instead of through the prohibitive lens of 1818(i), it was proper for the district court to resolve the ERISA issue. Due to the unusual circumstance ofthe unopposed consolidation of the enforcement and interpleader actions, resolution of Casey'sERISA argument was inextricably linked to a final disposition of the interpleader action. The districtcourt properly provided full consideration of Casey's ERISA arguments, and thus we will reviewthis issue.
Casey argued to the district court and contends on appeal that the OTS order should bedeclared void and unenforceable because it violates the anti-alienation provision of the EmployeeRetirement Income Security Act of 1974 (ERISA), 88 Stat. 832, as amended, 29 U.S.C. § et seq. The anti-alienation provision of ERISA, Section 1056(d)(1) states that each pension plan "shallprovide that benefits provided under the plan may not be assigned or alienated." In general, the anti-alienation provision will be read broadly as a "protective policy of special intensity" which reflectsthe policy that retirement funds should remain inviolate until retirement. Boggs v. Boggs , 520 U.S.833, 851, 117 S.Ct. 1754, 1765, 138 L.Ed. 2d 45 (1997).
However, the anti-alienation provision of ERISA is not absolute. Courts, including this one,have noted that there is an exception to ERISA's anti-alienation provision for a knowing andvoluntary waiver of retirement benefits that is executed to reach a settlement. See Finz v.Schlesinger , 957 F.2d 78, 82 (2d Cir. 1992) (holding that plan participant may execute a valid waiverof pension benefits as long as the waiver is made knowingly and voluntarily); Lumpkin v.Envirodyne Industries, Inc. , 933 F.2d 449, 455 (7 th Cir. 1991) (holding that the anti-alienationprovision of ERISA manifests Congress's intent to prevent a worker from unknowingly signingaway pension benefits, but does not impose a bar on settlement agreements in which benefits areknowingly and voluntarily waived).
This court in Stobnicki v. Textron , 868 F.2d 1460, 1465 (5 th Cir. 1989) held that "acontroversy between good-faith adverse claimants to pension plan benefits is subject to settlementlike any other, and that an assignment made pursuant to a bona-fide settlement of such a controversyis not invalidated by the anti-alienation provision of ERISA, 29 U.S. C. § 1056(d)(1)." In Stobnicki ,a common law husband named his brother as his beneficiary for his retirement benefits. After thehusband died, his brother's successor in interest entered into a settlement agreement with thecommon law wife and executed an instrument that assigned to the common law wife all rights to herlate husband's retirement benefits. This court upheld this voluntary assignment of retirementbenefits finding that it furthered the purposes of ERISA, by not wasting retirement benefits on thecosts of litigation. In Stobnicki, this court thoroughly examined the legislative history of ERISA andthe effect that the legislative history has on the scope of the anti-alienation provision. We held thatcourts "will not ascribe to Congress the intent of making unreasonable law--one requiring terminallitigation rather than settlements as does the general law," and therefore the apparent statutory baragainst alienation of pension benefits should yield to reason and allow benefits to be voluntarilywaived for settlement purposes. Stobnicki , 868 F.2d at 1463-1464.
In the present case, Casey knowingly and voluntarily entered into a settlement agreementwith OTS in which he agreed to waive his retirement benefits. This was a bargained for exchangein which Casey waived his benefits in exchange for substantial consideration. OTS agreed not topursue formal administrative litigation against Casey, which could have resulted in Casey's beingordered to pay civil penalties. This concession by OTS and TSLD was made in exchange for hispromise to waive his retirement benefits. Furthermore, Casey is the ultimate sophisticated party ina transaction such as this because he was CEO of FirstBanc and trustee of the ESOP. We declineto ascribe to ERISA's anti-alienation provision an unreasonable interpretation which would frustrateknowing and voluntary settlements, such as the one entered into by Casey.
Casey argues that the Supreme Court's decision in Boggs , which was rendered after thedistrict court's decision in the present case, stands for the proposition that all voluntary waivers ofpension benefits violate ERISA's anti-alienation provision. We disagree. In Boggs , the pensionplan participant's first wife predeceased him. In her testamentary instrument she transferred aninterest in her ex-husband's undistributed pension plan benefits to the couple's children. See Boggs ,520 U.S. at 836, 117 S.Ct. at 1758. Under Louisiana community property law, the ex-wife wasentitled to dispose of her community property interest in her husband's undistributed pensionbenefits in her will. See Boggs , 520 U.S. at 837, 117 S.Ct. at 1758. The ex-husband, who was theplan participant, did not knowingly or voluntarily waive his benefits in the plan, or enter into asettlement agreement with his ex-wife. The Supreme Court's primary holding in Boggs was that theLouisiana community property statute, to the extent that it allowed an ex-wife to assign her ex-husband's benefits, is preempted by ERISA. See Boggs , 520 U.S. at 844, 117 S.Ct. at 1762. TheSupreme Court also concluded that Congress's intent to preempt state statutes that give an interestin pension benefits to nonbeneficiary, nonparticipant interests is bolstered by ERISA's anti-alienation provision. Boggs , 520 U.S. at 851, 117 S.Ct. at 1765. In the present case, Casey, theplan participant, has not been divested of his rights to his pension benefits by an assignment madeby a nonbeneficiary, nonparticipant third party. In this case, Casey himself, voluntarily agreed towaive his pension benefits in exchange for the agencies agreement to begin administrative litigationagainst him. Boggs did not address knowing and voluntary waivers of pension benefits by a planparticipant that are made in exchange for substantial consideration. Therefore, the Supreme Court'sholding in Boggs does not void the OTS Order. We conclude that the OTS order did not violateERISA's anti-alienation provision, and that the district court did not have jurisdiction to modify orterminate the OTS order. Therefore, regarding the OTS enforcement complaint, the district courtproperly enforced the order and divested Casey of his interest in the ESOP benefits.
3. Interpleader Action
After granting summary judgment to OTS and TSLD finding that Casey had waived hisrights to his ESOP benefits, in June 1997 the district court entered an order which distributedCasey's waived ESOP benefits to the other ESOP participants. Because this June 1997 orderdistributed Casey's waived ESOP benefits we assume that the June 1997 order was rendered inresponse to the interpleader action filed by Rhoades. (7)
Rhoades filed the interpleader action pursuant to 28 U.S.C. § 1335 and Fed. R. Civ. P. 22because he considered Casey, OTS and TSLD to be adverse claimants who might claim entitlementto the ESOP funds. (8) Pursuant to 28 U.S.C. §§ 2201-2202, Rhoades also requested that the courtissue a declaratory judgment setting forth the rights of Casey, OTS, and TSLD to the disputedportion of the ESOP fund. Rhoades requested that the declaratory judgment address the validity ofthe OTS and TSLD orders as related to Casey's rights to the funds. Rhoades also urged the districtcourt to allow him to deposit the disputed funds in the court registry, and that the court determinethe distribution of the ESOP funds as among Casey or the other plan participants, and that the fundsbe distributed in accordance with the court's instructions.
A district court has broad powers in an interpleader action. An interpleader action typicallyinvolves two stages. In the first stage, the district court decides whether the requirements for rule orstatutory interpleader action have been met by determining if there is a single fund at issue andwhether there are adverse claimants to that fund. Wright, Miller & Kane, Federal Practice &Procedure: Civil 2d § 1714 (1986). If the district court finds that the interpleader action has beenproperly brought the district court will then make a determination of the respective rights of theclaimants. Id. When there is no genuine issue of material fact the second stage may be adjudicatedat summary judgment, and if there is a trial each claimant must prove their right to the fund by apreponderance of the evidence. Id. After entering a judgment in the interpleader action the districtcourt also has the power to make all appropriate orders to enforce its judgment. 28 U.S.C. § 2361. In an interpleader action the district court may also enter an order restraining the claimants frominstituting any proceeding affecting the property until further order of the court. Id. (9)
This was a proper interpleader action. There was a single fund, the ESOP benefits, withseveral adverse parties who could have attempted to claim these funds. At the time the ESOP wasdissolved, Casey informed Rhoades that he sought to retain his interest in the ESOP benefits. (10) Atthis same time OTS and TSLD informed Rhoades that Casey had waived the benefits. Because thiswas a proper interpleader action in the second stage of the interpleader it would be proper for thedistrict court to determine the rights of Casey, OTS, TSLD and the other ESOP participants to thefunds. The district court had previously determined in the April 1997 summary judgment order andmemorandum opinion that the OTS and TSLD orders were enforceable. Based on this decision, itwas reasonable for the district court in its determination of the parties' rights to the funds asdemanded by the interpleader action to conclude that Casey had waived his rights to the ESOPbenefits. OTS and TSLD had never asserted any right to obtain the waived ESOP benefits. Theagencies had only requested that based on the orders and consent agreements Casey should waivehis rights to the ESOP benefits. Once the district court had made the determination that Casey hadwaived his rights to the ESOP benefits, and the agencies claimed no right to obtain the ESOPbenefits it was clear that the benefits should not be distributed to Casey or the banking agencies.Therefore, the proper resolution would be to return Casey's waived ESOP benefits to the generalESOP fund. However, the ESOP had already been dissolved, and the rest of the ESOP funds hadalready been distributed to the ESOP participants. The interpleader statute gives a district court thepower to enter orders to effectuate its judgments, and Rhoades' interpleader complaint specificallyrequested that the district court decide how the ESOP benefits should be distributed and distributethe benefits according to the court's order. (11) Therefore, based on the general powers of a districtcourt in an interpleader action and the particular circumstances of this case the district court did havethe authority to enter an order to distribute Casey's waived ESOP benefits to the other ESOPparticipants.
B. TSLD Order
The district court also granted summary judgment to TSLD finding that the TSLD order wasfully enforceable. This court reviews the district court's grant of summary judgment de novo. See Rivers v. Central and South West Corporation , 186 F.3d 681, 682 (5 th Cir. 1999).
Casey argues that the district court erred in finding that res judicata barred him fromcollaterally attacking the TSLD Order. (12) Texas law governs whether a claim is barred by theexistence of a judgment rendered by a Texas administrative agency. See Britton v. Seale , 81 F.3d602, 606 (5 th Cir. 1996). (13) The doctrine of res judicata applies to relitigation of claims previouslydetermined by an administrative agency. (14) Harrison v. Gemdrill International Inc. , 981 S.W.2d 714,718 (Tex. App-Houston 1998, writ denied); see also Montgomery v. Blue Cross & Blue Shield , 923S.W.2d 147, 150 (Tex. App.-Austin 1996, writ denied). To determine whether an action is barredby res judicata the court should consider whether the prior judgment was rendered by a court withproper jurisdiction, whether there was a final judgment on the merits, that the parties are identicalin both actions, and that the same cause of action is involved in both suits. McDaniel v. Camp , 59F.3d 548, 550 (5 th Cir. 1995) (citing Sutherland v. Coburn , 843 S.W.2d 127, 130 (Tex.App.-Texarkana 1992, writ denied)).
First, TSLD had proper jurisdiction to issue the cease and desist order against Casey. Sections 8.04, 8.05 gave TSLD as an administrative agency the power to regulate savingsassociations and to issue orders to prevent unsafe or unsound practices by the savings associationor parties affiliated with the savings association. Second, the TSLD Order was a final order issuedbased on the consent agreement between Casey and TSLD. The order clearly stated that it was afinal order, and that Casey waived his right to a full administrative hearing on the merits, and alsowaived his right to appeal the order. Subsequent to issuance of the TSLD order, Casey neverrequested an administrative hearing on the merits of the TSLD order, and did not seek judicialreview of the order. Casey claims that the parties to the interpleader action are not the same as theparties that entered into the consent agreement. Casey claims that his wife, as the named beneficiaryof his ESOP benefits, and Rhoades as the plaintiff in the interpleader action, are new parties, andthus his claims should not be barred by res judicata. We disagree. Casey's wife never sought tointervene in the interpleader action and therefore any claims regarding her interests will not beconsidered on appeal. Rhoades is not a new party to the action because he does not assert anypersonal claim to the ESOP benefits. Therefore, the district court properly found that Casey's claimthat the TSLD order is unenforceable is barred by res judicata.
Casey also argues that Tex. Rev. Civ. Stat. Ann. art. 852 §§ 8.04, 8.05 which authorizedTSLD to regulate state-chartered savings associations, are preempted by ERISA. Because Casey'schallenge to the enforceability of the TSLD order is barred by res judicata we do not reach Casey'sargument that §§ 8.04, 8.05 are preempted by ERISA. Furthermore, Tex. Rev. Civ. Stat. Ann. art.852 §§ 8.04,8.05 were repealed by the Texas Legislature effective September of 1997. Therefore,the issue of whether these statutes are preempted by ERISA is arguably moot. Therefore, weconclude that the district court properly granted summary judgment in favor of TSLD.
C. Attorney's Fees
Casey admits that he failed to timely challenge the district court's award of $23, 955.21 inattorney's fees to Rhoades. Because Casey challenges the award of attorney's fees for the first timeon appeal we will review the award for plain error. Under the plain error standard we will reversethe district court's award of attorney's fees only if the award implicates the substantial rights of theparties and seriously affects the fairness, integrity, or public reputation of judicial proceedings. See Crawford v. Falcon Drilling Co. , 131 F.3d 1120, 1124 (5 th Cir. 1997).
A district court has the authority to award reasonable attorney's fees in interpleader actions. See Corrigan Dispatch Company v. Casa Guzman, S.A. , 696 F.2d 359, 364 (5 th Cir. 1983). Theaward of attorney's fees is in the discretion of the district court, and fees are available when theinterpleader is a disinterested stakeholder, and is not in substantial controversy with one of theclaimants. See Phillips Petroleum Company v. Hazelwood , 534 F.2d 61, 63 (5 th Cir. 1976). Rhoades submitted to the district court an application for attorney's fees which detailed hisattorney's actions to properly represent him in the interpleader action. An affidavit submitted byRhoades'attorney stated that the attorneys engaged in the necessary work for an interpleader actionincluding drafting the original interpleader complaint, locating all of the ESOP participants,answering Casey's motions to dismiss the interpleader action, and participating in settlementdiscussions. Although the award of $23, 951 is a large sum in attorney's fees for an interpleaderaction, Rhoades did attempt to be discharged from the proceeding in February 1997. However, thedistrict court declined to discharge Rhoades until a final distribution of the ESOP benefits was made.
Casey argues that Rhoades should not considered a "disinterested stakeholder" as requiredto receive attorney's fees in an interpleader action, because Rhoades attempted to direct the courtto distribute the ESOP benefits in OTS and TSLD's favor. However, after a careful review of therecord we disagree with Casey's contention that Rhoades participated in the litigation as anadversary to Casey's interests or as an ally to OTS and TSLD. Therefore, after a thorough reviewof the record we find that the court did not commit plain error in awarding Rhoades attorney's fees.
CONCLUSION
For these reasons we affirm the district court's grant of summary judgment to OTS andTSLD, the order which distributed the waived ESOP benefits, and the award of attorney's fees toRhoades.
1. 1 The TSLD order contained virtually the same language except it stated that Casey would"hereby" waive his ESOP benefits.
2. 2 On June 19, 1997 Casey filed a pleading styled as a motion for new trial. On March 29, 1998the district court denied Casey's motion for new trial because it was untimely, coming after the tenday period set forth in F.R.Civ.P. 59(e).
3. 3 In the April 1997 order which granted summary judgment and in the June 1997 order whichdistributed the interplead funds, the district court does not separate discussion of the enforcementcomplaint and the interpleader action and how the court's jurisdiction may differ in the two matters.
4. 4 Casey argues that the OTS order which was issued against him as provided for in the consentagreement was not "effective", because to be an "effective" order the order must be legal, valid andenforceable. However, the statute does not impose these requirements. The statute clearly states thatan order is "effective" thirty days after service of the order. See FDIC v. Bank of Coushatta , 930F.2d 1122, 1125 (5 th Cir. 1991).
5. 5 There are many cases in which an institution or institution affiliated party has challenged abanking agency's final order in the Court of Appeals, as provided for in § 1818(h). See e.g. , Pharaonv. Board of Governors of the Federal Reserve System , 135 F.3d 148 (D.C. Cir. 1998); Long v. Boardof Governors of Federal Reserve System , 117 F.3d 1145 (10 th Cir. 1997); Hendrickson v. FDIC ; 113F.3d 98 (7 th Cir. 1997); Rapp v. OTS , 52 F.3d 1510 (10 th Cir. 1995).
6. 6 One circuit has suggested that under certain circumstances a district court does have jurisdictionto hear a party's defense to an OTS enforcement action. In OTS v. Henry , 43 F.3d 507 (10 th Cir.1994), OTS issued cease and desist orders against Anne Henry for participating in improper bankingtransactions. After issuance of the OTS order Henry filed an action in the district court seeking toenjoin OTS from enforcing the order. See Henry , 43 F.3d at 510. The Tenth Circuit found that thedistrict court lacked jurisdiction to decide Henry's complaint because to decide in her favor wouldbe "tantamount to setting aside the consent order." Id. at 513. The court also stated that Henry couldraise her affirmative defense of fraud to challenge the OTS consent order if OTS attempted toenforce the order in the district court. Henry is distinguishable from the present case becauseHenry's defense was fraud which went to the issue of whether Henry knowingly consented to theissuance of the OTS order. In the present case there is no question that Casey knowingly andvoluntarily consented to the issuance of the OTS order. Also, in Henry the institution affiliatedparty, Henry, did seek judicial review of the OTS order prior to OTS filing an enforcement action,although she brought that challenge in the district court and not the Court of Appeals.
7. 7 Neither in the June 1997 order nor the April summary judgment order did the district courtdiscuss its jurisdiction or authority to distribute the ESOP funds that were in question.
8. 8 A prerequisite to filing an interpleader action is that there must be a single, identifiable fund. The legislative purpose of an interpleader action is to remedy the problems posed by multipleclaimants to a single fund, and to protect a stakeholder from the possibility of multiple claims on asingle fund. Wausau Insurance Companies v. Gifford , 954 F.2d 1098, 1100 (5 th Cir. 1992).
9. 9 The interpleader complaint also requested that the court enter a declaratory judgment. Underthe declaratory judgment statute the district court may declare the rights and other legal relations ofany interested party and enter any necessary or proper relief based on the declaratory judgment. 28U.S.C. §§ 2201-2202.
10. 10 Casey also claims that his wife as a beneficiary also has an interest in the ESOP benefits. However, his wife was never a party in the interpleader action, therefore this court will not addressCasey's claims that his wife may have had an interest in the ESOP benefits.
11. 11 Other parties to the interpleader action also requested that the waived ESOP benefits bedistributed by the district court. The ESOP participants were named as defendants in the interpleaderaction. Two of these participants, Vivian Wechie and Kathy Barnes, filed answers to the interpleadercomplaint and requested that the court award them any dollar amount to which they were legallyentitled.
12. 12 This discussion is included to allow this court to fully address the appellant's arguments aspresented. The OTS order that was the subject of the discussion in Part A concerned the same ESOPbenefits that are at issue in the TSLD order. Therefore, our holding that the district court properlyenforced the OTS order and properly distributed the waived ESOP benefits pursuant to theinterpleader action, renders our determination of the validity of the TSLD order inconsequential. TSLD did not file a brief in this appeal and did not appear at oral argument. However, the TSLDorder was discussed by the district court and is submitted by the appellant as an issue for review.
13. 13 This case discusses the preclusive effect of a judgment rendered by a Texas court, by analogyTexas law also governs the preclusive effect of judgments rendered by a Texas administrativeagency.
14. 14 While the TSLD Order was not the result of a judgment by the administrative agency, it wasthe product of a settlement agreement entered into by the administrative agency and Casey for Caseyto avoid a full administrative hearing.