Selling Shareholder Trusts Subject to ESOP Arbitration Award

Robertson v. Argent Trust Company et al., No. 2:21-cv-01711-DWL (D. Ariz. Feb. 20, 2026)

The plaintiffs in this case filed a lawsuit in 2021 alleging that the trustee of the company’s ESOP and certain individuals breached their fiduciary duties by overpaying for the company's stock. The trustee asserted that the plaintiff’s claims were subject to arbitration. In Robertson v. Argent Trust Company, No. 21-cv-01711-PHX-DWL, 2022 WL 2967710 (D. Ariz. July 27, 2022), the court granted the trustee’s motion to compel arbitration; this decision was discussed in the following NCEO Legal Digest content: Court Says Trustee in ESOP Case Can Compel Arbitration and Argent Wins Case on Arbitration Provision.

In June 2024, the court granted the plaintiffs leave to add the selling shareholder trusts as defendants. In June 2025, the arbitration panel determined that the trustee was liable for breach of fiduciary duty and that the selling shareholder trusts were liable as parties in interest. The panel awarded the plaintiff $11,029.50 in damages. In July 2025, the panel awarded the plaintiff $2,359,909 in attorneys’ fees and $132,310.97 in costs. The plaintiffs filed a motion to confirm the arbitration awards, and the selling shareholder trusts filed a motion to vacate the awards, asserting that they were not proper parties to the arbitration as nonsignatories to the arbitration provision.

Recently, the court confirmed the arbitration award and denied the motion to vacate. The court ruled that, because the selling shareholder trusts participated in the arbitration proceedings without a timely objection, they waived their right to object. The court’s decision highlights the importance of timely procedural action in ESOP litigation, particularly in cases subject to arbitration. It is also a cautionary tale of the hollow victory a plaintiff may achieve after years of litigation when individual arbitration is enforced.

This content was reviewed by Chris Wingard, Kleinbard LLC.

Republished with permission. This article, "Selling Shareholder Trusts Subject to ESOP Arbitration," was published by NCEO Legal Digest on March 6, 2026.