In the 

United States Court of Appeals 

For the Seventh Circuit ____________________ 

No. 18-3325 

SHEILAR SMITH, et al., on behalf of themselves and all others 

similarly situated and on behalf of the OSF plans, 

Plaintiffs-Appellants, 

v.

OSF HEALTHCARE SYSTEM, et al., 

Defendants-Appellees,

and

UNITED STATES OF AMERICA, 

Intervening-Appellee. 

____________________ 

Appeal from the United States District Court for the 

Southern District of Illinois. 

No. 3:16-cv-00467-SMY-RJD — Staci M. Yandle, Judge. 

____________________ 

ARGUED MAY 15, 2019 — DECIDED AUGUST 13, 2019 

____________________ 

Before WOOD, Chief Judge, and EASTERBROOK and 

HAMILTON, Circuit Judges. 

HAMILTON, Circuit Judge. The decisive issue in this appeal 

is whether the district court abused its discretion in granting 
2 No. 18-3325 

summary judgment for defendants despite plaintiff’s motion 

under Federal Rule of Civil Procedure 56(d) to postpone a 

summary judgment decision so that she could complete further discovery. District courts have considerable discretion in 

such case-management decisions, but that discretion is not 

unlimited. The record here shows, unfortunately, that the 

court’s denial of plaintiff’s Rule 56(d) motion was an abuse of 

that discretion. The summary judgment motion was filed long 

before discovery was to close; plaintiff was pursuing discovery in a diligent, sensible, and sequenced manner; and the 

pending discovery was material to the summary judgment issues. The district court’s explanation for denying a postponement overlooked the court’s earlier case-management and 

scheduling decisions and took an unduly narrow view of facts 

relevant to the case. 

We therefore vacate the grant of summary judgment and 

remand for further proceedings consistent with this opinion. 

We explain in Part I the role and definition of the ERISA exemption for “church plans.” In Part II, we summarize the limited facts available to us about these parties and the merits of 

their dispute. In Part III, we address the standards for Rule 

56(d) motions and potential reasons for denying them. We do 

not decide the merits of the parties’ dispute, though we must 

discuss the merits along the way to provide context for the 

Rule 56(d) issue. 

I. ERISA and the Exemption for Church Plans

The underlying issue in the case is whether the Employee 

Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. 

§ 1001 et seq., applies at all to the pension plans offered by 

defendant OSF HealthCare System, a religious nonprofit 
No. 18-3325 3

organization that operates eleven hospitals in Illinois and 

Michigan. 

ERISA sets minimum standards for the pension and welfare benefit plans offered by private employers. 29 U.S.C. 

§§ 1001(a), 1002(1)–(2). Congress enacted ERISA in response 

to a “rapid and substantial” increase in employee benefit 

plans that were lacking in “adequate safeguards”—with often-catastrophic results for employees and their families—as 

employees and their beneficiaries lost anticipated benefits because of unsound and unstable plans, unfair vesting provisions, and termination of plans before benefits had been 

funded. 29 U.S.C. § 1001(a). 

The Supreme Court has described ERISA as a “‘comprehensive and reticulated statute’ with ‘carefully integrated 

civil enforcement provisions.’” LaRue v. DeWolff, Boberg & Assocs., Inc., 552 U.S. 248, 258 (2008), quoting Massachusetts Mutual Life Ins. Co. v. Russell, 473 U.S. 134, 146 (1985). At bottom, 

the goal of ERISA is to ensure the delivery of promised benefits. To achieve that goal, ERISA imposes minimum standards 

for benefit funding and vesting, grievance and appeals processes, and fiduciary duties. 29 U.S.C. §§ 1053, 1083, 1104, 

1132. Participants of benefit plans that are governed by ERISA 

have the right to sue for benefits and breaches of fiduciary 

duty. 29 U.S.C. §§ 1132, 1109. If ERISA plans are terminated 

without adequate funding, some payments of benefits can be 

available through the Pension Benefit Guaranty Corporation. 

29 U.S.C. § 1302.

Congress, however, exempted certain categories of employee benefit plans from ERISA. One is the “church plan” 

exemption at issue here. 29 U.S.C. § 1003(b)(2). Since enactment in 1974, ERISA has provided that it “shall not apply to 
4 No. 18-3325 

any employee benefit plan if...such plan is a church plan (as 

defined in section 1002(33) of this title).” Id. The definition in 

§ 1002(33) originally applied only to plans “established and 

maintained” for the employees of churches or associations of 

churches, so that it would not have applied, for example, to 

hospitals affiliated with churches. Advocate Health Care Network v. Stapleton, 137 S. Ct. 1652, 1656 (2017); 29 U.S.C. 

§ 1002(33)(A). In 1980, Congress amended the church plan exemption. Under the amended version, the exemption extends 

not only to plans for employees of churches but also to plans 

for employees of church-affiliated organizations. 29 U.S.C. 

§ 1002(33)(C)(ii)(II). 

Central to this case, the amendment added the following 

language: 

A plan established and maintained for its employees (or their beneficiaries) by a church or by 

a convention or association of churches includes 

a plan maintained by an organization, whether 

a civil law corporation or otherwise, the principal purpose or function of which is the administration or funding of a plan or program for the 

provision of retirement benefits or welfare benefits, or both, for the employees of a church or a 

convention or association of churches, if such 

organization is controlled by or associated with 

a church or a convention or association of 

churches. 

29 U.S.C. § 1002(33)(C)(i). That’s “a mouthful,” as the Supreme Court said, but “to digest it more easily, note that everything after the word ‘organization’ in the third line is just a 

(long-winded) description of a particular kind of church-
No. 18-3325 5

associated entity.” Advocate Health, 137 S. Ct. at 1656. The 

Court referred to the church-associated entity as a “principalpurpose organization,” id., and for clarity’s sake, so do we. 

In Advocate Health, the issue was whether the church plan 

exemption depends on who first established the plan. The Supreme Court held: “Under the best reading of the statute, a 

plan maintained by a principal-purpose organization ... qualifies as a ‘church plan,’ regardless of who established it.” Id. 

at 1663. The language in § 1002(33)(A) and (C)(i) thus makes 

the church plan exemption available to pension plans and 

other employee benefit plans established by church-associated entities, such as church-associated hospitals, where the 

plans are maintained by principal-purpose organizations. Id.

We now turn to the facts of this case, where the central issues 

on the merits are who qualifies as a principal-purpose organization and what it means to “maintain” or “administer” an 

employee benefit plan. 

II. The Parties, Their Pension Plans, and Their Dispute 

The Sisters of the Third Order of Saint Francis, a Roman 

Catholic organization, founded the OSF HealthCare System 

in 1880. OSF is a nonprofit Catholic healthcare system that 

provides free or discounted care to indigent patients. The Sisters of the Third Order of Saint Francis is the only member of 

OSF. The Order maintains authority over the system through 

OSF’s governing documents and the canonical and civil 

guidelines pertaining to church property. In 2014, OSF 

merged with another Catholic hospital, St. Anthony’s Health 

Center, with the permission of the Holy See. Prior to the merger, St. Anthony’s was run by the Sisters of St. Francis of the 

Martyr of St. George. We refer to these organizations collectively as “OSF.” 
6 No. 18-3325 

The parties agree that OSF is associated with a church.

OSF’s operation is intertwined with the Roman Catholic 

Church. For example, among several other religious requirements not relevant here, OSF must seek approval from the 

Church for loan and debt financing, is subject to oversight by 

the bishops of the dioceses in which it operates, and is recognized by the Official Catholic Directory as a Catholic Institution.

OSF and St. Anthony offered pension plans to their employees before the merger. After the merger, the OSF and St. 

Anthony’s pension plans remained distinct. The Plans have 

approximately 19,285 participants between them. The Plans 

are now closed to new participants and have stopped accruing further benefits. The OSF plan has 17,946 participants and 

the St. Anthony’s plan has 1,339. Both plans are now administered as ERISA-exempt church plans.1

OSF contends that the St. Francis Plan and the St. Anthony’s Plan are administered by the Sisters of the Third Order of St. Francis Employees’ Pension Plan Administrative 

Committee and the Saint Anthony’s Health Center Retirement Committee, respectively, though the two have identical 

 

1 Both plans received private letter rulings from the IRS finding that 

they are church plans under 26 U.S.C. § 414(e). Upon taxpayers’ requests, 

the IRS may issue private letter rulings interpreting and applying tax laws 

to the specific facts of a taxpayer’s situation. 26 C.F.R. § 601.201(a)(2). They 

are not issued after formal adjudication or notice-and-comment procedures that may warrant substantial deference from courts. See Christensen 

v. Harris County, 529 U.S. 576, 587 (2000) (less formal agency determinations deserve less deference from courts). IRS regulations provide that private letter rulings are not precedential. See 26 C.F.R. § 301.6110–7(b); Bankers Life and Casualty Co. v. United States, 142 F.3d 973, 978 (7th Cir. 1998). 
No. 18-3325 7

memberships. (We refer to them as the “Committees.”) OSF 

contends that each Committee qualifies as a principal-purpose organization within the meaning of § 1002(33)(C)(i), so 

that the Plans need not comply with ERISA at all.

Plaintiff Sheilar Smith, a former employee and participant 

of one of the OSF pension plans, sued on behalf of herself and 

other similarly situated plaintiffs in the Southern District of 

Illinois. She alleged that the Plans are not eligible for the 

church plan exemption because (a) the Committees are not 

“principal-purpose organizations” within the meaning of 

ERISA, and (b) even if they were, the church plan exemption 

itself is unconstitutional. She alleged that OSF has violated 

ERISA by allowing the Plans to become severely underfunded, with the OSF Plan holding assets sufficient to fund 

only 56% of accrued benefits and the St. Anthony’s plan only 

54%. She alleged that OSF also failed to follow the proper notice, disclosure, and managerial requirements, and breached 

its fiduciary duties. 

The heart of the merits debate is whether the Committees 

can qualify as principal-purpose organizations at all. Smith 

offers several layers of argument. She contends that an internal committee of a church-associated organization cannot 

qualify at all as such an organization. She also contends that 

mere “administration” of a plan does not necessarily equate 

to “maintaining” the plan, as required by statute, which she 

believes requires the authority to terminate or modify the 

plan. And she argues that the Committees in this case may not 

even actually administer these Plans, pointing to evidence 

that the Committees meet only rarely and briefly. Finally, she 

contends that even if these Plans qualify for the church plan 

exemption, the exemption itself violates the Establishment 
8 No. 18-3325 

Clause of the First Amendment. OSF counters that the plain 

language of the statute, relevant case law, legislative history, 

and common sense all permit it, as a church-associated organization, to delegate administration of the Plans to the Committees, and that the exemption fits comfortably within First 

Amendment law.

III. The Rule 56(d) Issue 

A. Rule 56(d) 

Federal Rule of Civil Procedure 56(b) provides that, unless 

local court rules or a case-specific order provide otherwise, a 

party may file a motion for summary judgment at any time 

until 30 days after the close of all discovery. Rule 56(d) provides that, after a party moves for summary judgment: 

If a nonmovant shows by affidavit or declaration that, for specified reasons, it cannot present 

facts essential to justify its opposition, the court 

may: 

(1) defer considering the motion or deny 

it; 

(2) allow time to obtain affidavits or declarations or to take discovery; or 

(3) issue any other appropriate order. 

The mere fact that discovery is incomplete is not enough 

to prevent summary judgment. Farmer v. Brennan, 81 F.3d 

1444, 1450 (7th Cir. 1996), citing Resolution Trust Corp. v. North 

Bridge Associates, 22 F.3d 1198 (1st Cir. 1994). A party seeking 

relief under Rule 56(d) must show by affidavit or declaration 

specific reasons discovery should be extended, which requires more than a fond hope that more fishing might net 
No. 18-3325 9

some good evidence. Davis v. G.N. Mortgage Corp. 396 F.3d 

869, 885 (7th Cir. 2005) (affirming denial of 56(d) motion when 

plaintiffs’ request was “based on nothing more than mere 

speculation”); Kallal v. CIBA Vision Corp., 779 F.3d 443, 446 

(7th Cir. 2015) (affirming denial of Rule 56(d) request for additional discovery where party did not submit affidavit as required). In addition, a court need not delay decision on a summary judgment motion to allow time for discovery on an obviously meritless claim or defense. Arnold v. Villarreal, 853 

F.3d 384, 389 (7th Cir. 2017).2

Motions for summary judgment have become so common 

in modern federal civil practice that case-management plans 

often assume that one or even more motions will be filed. Parties and district courts ordinarily set schedules not only for 

trial dates but also for discovery and motion practice that allow time for summary judgment motions and the discovery 

needed to file or oppose them. See Fed. R. Civ. P. 16(c)(2)(E) 

& (F) (topics for pretrial conference). Accordingly, decisions 

on Rule 56(d) motions—whether granted or denied—can be a 

critical tool in fair case management. 

Appellate courts review decisions on Rule 56(d) motions 

for abuse of discretion. Sterk v. Redbox Automated Retail, LLC, 

770 F.3d 618, 622–23 (7th Cir. 2014). “As is true for most matters relating to discovery, the district court has substantial discretion in ruling on a [Rule 56(d)] motion.” Farmer, 81 F.3d at 

 2 Before the 2010 amendments to the Federal Rules of Civil Procedure, 

Rule 56(d) was 56(f). Because no substantive changes were made to this 

portion of the rule, cases that analyzed the old Rule 56(f) remain applicable, but we describe them using the current designation of 56(d). 
10 No. 18-3325 

1449. This latitude has its limits, however. Id. at 1450–51 (vacating summary judgment). 

Appellate courts often remand a denial of additional time 

for discovery when the motion for summary judgment is filed 

before the close of discovery, especially if there are pending 

discovery disputes. Farmer, 81 F.3d at 1450–51 (district court 

abused discretion by denying Rule 56(d) motion that sought 

opportunity to conduct discovery under new legal standard 

after remand from Supreme Court); see also CenTra, Inc. v. Estrin, 538 F.3d 402, 420 (6th Cir. 2008) (vacating summary judgment as premature when plaintiff was denied any opportunity for discovery on material issues); Burlington Northern 

Santa Fe Railroad Co. v. Assiniboine & Sioux Tribes of Fort Peck 

Reservation, 323 F.3d 767, 773–74 (9th Cir. 2003) (denial of Rule 

56(d) motion was abuse of discretion: when “a summary 

judgment motion is filed so early in the litigation, before a 

party has had any realistic opportunity to pursue discovery 

relating to its theory of the case, district courts should grant 

any Rule [56(d)] motion fairly freely”); Wichita Falls v. Banc 

One, 978 F.2d 915, 920 (5th Cir. 1992) (reversing denial of Rule 

56(d) motion: “When a party is seeking discovery that is germane to the pending summary judgment motion it is inequitable to pull out the rug from under them by denying such 

discovery.”). 

For example, in the D.C. Circuit, summary judgment is 

considered premature unless all parties have had a full opportunity to conduct discovery, and the court has written that 

Rule 56(d) motions “requesting time for additional discovery 

should be granted ‘almost as a matter of course unless the 

non-moving party has not diligently pursued discovery of the 

evidence.’” Convertino v. United States Dep’t of Justice, 684 F.3d 
No. 18-3325 11

93, 99 (D.C. Cir. 2012), quoting Berkeley v. Home Ins. Co., 68 

F.3d 1409, 1414 (D.C. Cir. 1995). This approach is not unique. 

See In re PHC, Inc. Shareholder Litigation, 762 F.3d 138, 145 (1st 

Cir. 2014) (premature for district court to consider summary 

judgment in light of plaintiffs’ Rule 56(d) motion when pending discovery requests were not yet answered); Jones v. Blanas, 

393 F.3d 918, 930 (9th Cir. 2004) (noting that summary judgment is disfavored if discovery is incomplete: “summary 

judgment in the face of requests for additional discovery is 

appropriate only where such discovery would be ‘fruitless’ 

with respect to the proof of a viable claim”); International 

Shortstop, Inc. v. Rallyʹs, Inc., 939 F.2d 1257, 1267 (5th Cir. 1991) 

(request for additional time to conduct discovery should be 

granted “almost as a matter of course” when court learns the 

“diligent efforts to obtain evidence from the moving party 

have been unsuccessful”). We need not go as far as “almost as 

a matter of course,” but these precedents emphasize the importance of allowing a party the opportunity to take meaningful discovery before granting summary judgment against her. 

Rule 56(d) itself requires an affidavit or declaration giving 

specific reasons why the party cannot present facts essential 

to opposing a motion for summary judgment. Plaintiff satisfied that requirement here. The cases discussed above show 

that the sound reasons for denying a properly supported Rule 

56(d) motion most often are either (1) the moving party’s failure to pursue discovery diligently before the summary judgment motion, or (2) the apparent futility of the requested discovery. 

In this case, the district court’s brief explanation for denying plaintiff’s Rule 56(d) motion invokes both reasons. Here 
12 No. 18-3325 

was the explanation, which was included in the court’s ruling 

on the merits of summary judgment: 

As an initial matter, Plaintiffs argue that Defendants’ motion for summary judgment was 

filed prematurely. F.R.C.P. 56(d) permits, but 

does not require, the Court to defer consideration of a summary judgment motion or to allow 

additional time for discovery, among other options. While there are numerous areas of inquiry 

that Plaintiffs state they would have explored 

prior to the filing of summary judgment motions, those pertinent to the instant motion have 

been at issue from the outset of this case. Although Defendants filed for summary judgment 

well before the extended discovery deadline, 

Plaintiffs had ample time and opportunity to 

conduct discovery relevant to the issues raised 

in Defendants’ motion. As such, the Motion is 

not premature. 

Smith v. OSF Healthcare System, 349 F. Supp. 3d 733, 739–40 

(S.D. Ill. 2018). In a later footnote, the court briefly discussed 

Smith’s assertion that discovery could show the Committees 

were not actually the ones administering the plans. The court 

seemed to view such discovery as futile, saying that “the 

question is not whether the Plan Committees are doing their 

jobs well or excessively delegating their authority, but rather 

whether the structure satisfies the requirements of the church 

plan definition.” Id. at 743 n.4. In our view, however, plaintiff

established a strong record of diligence, and at least some of 

the additional discovery sought in her Rule 56(d) motion 

would not have been futile. 
No. 18-3325 13

B. Diligence 

The district court’s primary reason for denying the plaintiff’s Rule 56(d) motion was its view that plaintiff had failed 

to act diligently to conduct the discovery she said she needed 

to respond to the motion for summary judgment. The district 

court pointed out correctly that the need for the discovery she 

sought, such as details of plan administration, had been apparent from the early stages of the case. The court’s explanation overlooked, however, the earlier delays imposed on 

plaintiff by the court itself and by the defendants. The explanation also overlooked the plaintiff’s sensible approach to 

staging discovery so that, for example, document discovery 

would be essentially complete before plaintiff took depositions of key witnesses (thus minimizing the risk that second 

depositions would be needed if important documents surfaced after the depositions). 

To explain our resolution of this issue, we need to review 

the proceedings in the district court in some detail. Smith filed 

her complaint on April 27, 2016. Defendants sought a change 

of venue, which was denied. The parties then agreed, as is 

common, to a sequenced discovery schedule for document 

production, interrogatories, electronically stored information, 

and depositions. See Fed. R. Civ. P. 16(c), 26(f). The magistrate 

judge issued a scheduling order on September 26, 2016 with a 

discovery cut-off of November 2017 and a trial date in March 

2018. 

Yet just three days after the court issued that agreed scheduling order, defendants moved to stay all discovery pending 

ruling on a petition for a writ of certiorari in one of the cases 

that the Supreme Court eventually heard as Advocate Health. 

The district court denied that stay, and discovery began, as 
14 No. 18-3325 

indicated by the court’s docket entry setting a discovery dispute conference for January 5, 2017. See Dkt. 111, at 11, 21–22 

(court discussing pending discovery requests and disputes). 

In the meantime, however, the Supreme Court had granted 

certiorari in the Advocate Health cases on December 2, 2016. On 

January 6, 2017, defendants moved to stay discovery and all 

court proceedings. Plaintiffs objected to a complete stay. The 

court concluded that it made sense to continue with document discovery but to delay expensive depositions until the 

Supreme Court could rule in Advocate Health. Dkt. 111 at 38–

41.

The Supreme Court decided Advocate Health on June 5, 

2017. The district court then stayed all discovery until July 25, 

2017, and ordered the parties to submit a revised scheduling 

order. The new, agreed scheduling order was issued August 

10, 2017, with discovery to be completed by September 6, 

2018, dispositive motions due by September 21, 2018, and a 

bench trial set for January 7, 2019. 

The parties resumed discovery, but not everything was 

done at once. OSF produced additional documents between 

the end of August and November 10, 2017, but the parties had 

substantial disagreements about OSF’s compliance with 

pending requests. See Dkt. 162-1 ¶¶ 7, 10. In November and 

December, plaintiff’s counsel sent OSF two letters on discovery issues, including the production of electronically stored 

information, with an emphasis on emails related to plan administration. Dkt. 162-1 ¶11; Dkt. 162-3. During this period, 

counsel also held a telephone conference to discuss their disagreements over the pending requests for production of documents and the search terms to be used for the electronic records. Dkt. 162-1 ¶12. 
No. 18-3325 15

On December 22, 2017, plaintiff’s counsel sent three deposition notices to OSF with a letter explaining the requested 

discovery she still had not received. Dkt. 162-5. She said in the 

letter that if the parties did not reach a resolution by January 

4, 2018, she would seek a resolution before the magistrate 

judge. OSF made additional production of documents five 

days later but did not address the issues raised in the December 22 letter. 

Then, on December 29, 2017, a week after plaintiff’s counsel sent that letter, OSF filed its motion for summary judgment. The motion was filed almost nine months before the 

scheduled close of discovery, and despite the pending deposition notices and unresolved issues surrounding production 

of electronically stored information. OSF’s motion argued 

that further discovery would be pointless in light of the Supreme Court’s decision in Advocate Health and the Tenth Circuit’s then-recent decision in Medina v. Catholic Health Initiatives, 877 F.3d 1213 (10th Cir. 2017). 

In response, plaintiff quickly moved under Rule 56(d) to 

defer briefing on the motion for summary judgment. Her motion was supported by counsel’s affidavit providing specific 

reasons and needs for additional discovery. She told the court 

that the parties had pending discovery disputes, that she had 

yet to obtain documents and emails within the defendants’ 

control, and that she had served notices for several depositions. She also identified the types of the information she 

needed to discover, including information from emails and 

depositions that could show the Committees were not the 

ones administering the plans at all. Plaintiff also pointed out 

that defendants had offered affidavits in their motion for summary judgment from expert witnesses who, before the motion 
16 No. 18-3325 

for summary judgment was filed, had not yet even been disclosed to plaintiff’s counsel, let alone subject to depositions. 

Given this history, we do not see a basis for saying that 

plaintiff had failed to pursue discovery diligently. We assume 

plaintiff’s counsel knew from the outset that they would probably need to take the depositions that they noticed in December 2017 and that were the subject of her Rule 56(d) motion. 

Counsel and their client should not be penalized with dismissal, however, for not having taken those depositions earlier. 

Depositions are expensive, as the district court acknowledged 

when it stayed depositions in early 2017. Lawyers in paperheavy cases like this one know that it generally makes sense 

not to take a witness’s deposition until they have the relevant 

documents in hand. That’s why the parties staged discovery 

as they did in this case, of course, and why it would have been 

premature to take the depositions before the plaintiff’s deadline for responding to defendants’ very early summary judgment motion.3

C. Relevant or Futile? 

Another sound reason for denying a Rule 56(d) motion 

may be that the additional discovery being sought would be 

futile. As this appeal shows, however, it can be risky to deny 

 

3 In the interests of fairness and economy, we encourage district courts 

to act promptly on pending motions under Rule 56(d) because of their effects on briefing schedules for summary judgment motions. In this case, 

the court did not actually deny plaintiff’s motion until it also ruled on the 

summary judgment motion. As a result, plaintiff had to brief the summary 

judgment motion without knowing the court’s view of the Rule 56(d) motion. A belated grant of a Rule 56(d) motion or a reversal of a denial of 

such a motion can waste time and money as counsel must in essence brief 

the summary judgment motion twice. 
No. 18-3325 17

discovery based on a theory that the law makes the discovery 

irrelevant, especially where that legal proposition is contested 

and the area of law is evolving quickly. If a district court denies a Rule 56(d) motion based on an erroneous view of the 

applicable substantive law, and thus of the relevance of the 

additional discovery sought, an abuse of discretion is likely. 

See Farmer v. Brennan, 511 U.S. 825, 849 & n.10 (1994) (noting 

that district court had denied Rule 56(d) motion based on erroneous view of law), cited in Farmer, 81 F.3d at 1448 (appeal 

after remand). 

The question of futility requires us to dip into the merits, 

at least tentatively. Plaintiff Smith herself makes an argument 

on the merits that would eliminate any need for further discovery. She argues that OSF’s Plan Committees cannot qualify 

as principal-purpose organizations because they are not juridical entities legally distinct from OSF itself. We disagree with 

that point and believe that internal benefits committees like 

OSF’s can qualify as “organizations” that could, assuming the 

other statutory requirements were met, serve as principalpurpose organizations under § 1002(33)(C)(i). The statute 

notes parenthetically that such an “organization” may be “a 

civil law corporation or otherwise.” Id. That last word is capacious. It does not require that the organization in question be 

any particular type of non-corporate legal entity nor, indeed, 

an entity legally separate from the plan sponsor at all. 

On a related note, under any reading of the term “principal purpose,” a committee constituted specifically to manage 

employee benefit plans could qualify. The purpose of the organization maintaining or administering a church plan need 

not be the same as that of the plan sponsor itself. After all, no 

pension sponsor ever has the provision, let alone 
18 No. 18-3325 

maintenance, of a pension or other employee benefit plan as 

its principal purpose. Its principal purpose is the enterprise 

that employs the people who participate in the benefit plans. 

Further discovery on remand, however, will not be futile. 

The district court here believed—leaning heavily on the Tenth 

Circuit’s opinion in Medina v. Catholic Health Initiatives, 877 

F.3d 1213 (10th Cir. 2017)—that no amount of discovery could 

save plaintiff’s case. The district court wrote that Medina was 

“well-reasoned and essentially ‘on all fours’ with this case” 

and followed Medina in granting summary judgment.

Medina presented similar issues in applying the ERISA 

church plan exemption to a hospital chain affiliated with the 

Roman Catholic Church, where the plans were administered 

by internal committees established by the employer. 877 F.3d 

at 1220. The Tenth Circuit applied the statute’s requirements 

through a three-step inquiry. The first step asks whether the 

entity seeking to use the church plan exemption under the 

principal-purpose option is itself “a tax-exempt nonprofit organization associated with a church.” Id. at 1222. If it is, the 

second step asks whether “the entity’s retirement plan [is] 

maintained by a principal-purpose organization? That is, is 

the plan maintained by an organization whose principal purpose is administering or funding a retirement plan for entity 

employees?” Id. If that answer is also yes, the third step asks 

whether “that principal-purpose organization [is] itself associated with a church.” Id. Applying this test, the Tenth Circuit 

determined that committees assigned to administer the religious nonprofit’s benefit plans can constitute principal-purpose organizations and affirmed summary judgment for the 

hospital system. Id. at 1226. Medina further held that the 

church plan exemption does not violate the Establishment 
No. 18-3325 19

Clause. Id. at 1234, discussing Lemon v. Kurtzman, 403 U.S. 602, 

612 (1971). 

Medina does not justify the denial of plaintiff’s Rule 56(d) 

motion for two related reasons. First, of course, Medina was 

decided on a motion for summary judgment filed after the 

parties completed discovery, providing a more complete factual record. Second, we are not prepared, at this point, to commit ourselves to the Medina test, or at least to this district 

court’s interpretation of Medina, under which, for example, it 

would not matter if the Committees formally charged with 

plan administration did not actually administer them. See 

Smith, 349 F. Supp. 3d at 743 n.4. In this case, which presents 

at least genuine issues of material law, it would be more prudent to know more about the potentially relevant facts before 

deciding they are not relevant. 

For example, recall that 29 U.S.C. § 1002(33)(C)(i) provides 

that a “plan established and maintained for its employees ... 

includes a plan maintained by an organization ... the principal purpose or function of which is the administration or 

funding of a plan or program for the provision of retirement 

benefits or welfare benefits....” This statutory language of 

§ 1002(33)(C)(i) might reasonably be read to imply that a principal-purpose organization must actually administer the plan. 

The district court rejected this argument in a footnote, stating 

that “the question is not whether the Plan Committees are doing their jobs well or excessively delegating their authority, 

but rather whether the structure satisfies the requirements of 

the church plan definition.” 349 F. Supp. 3d at 743 n.4. We do 

not share, at least at this point, that confidence that only paper 

formalities matter. In light of the language and purpose of the 

statute, one arguable reading of § 1002(33)(C)(i) is that a 
20 No. 18-3325 

Committee’s excessive delegation of its authority and responsibility could amount to a failure to “maintain” the Plan—a 

concept which in its ordinary meaning encompasses, but is 

not necessarily limited to, “administration or funding”—as 

required by the statute. 

Plaintiff Smith argues that OSF has thus far refused to produce evidence that could show whether the Committees that 

were at least formally charged with administering these Plans 

actually did so in reality. She has offered evidence that the 

Committees met rarely and briefly. The Committee for the 

OSF plan met for a total of only seventy minutes over an eightyear period. The Committee for the St. Anthony Plan met only 

twice from 2010 to 2017. Plaintiff argues that this evidence at 

least suggests that the committees may not be really administering the plans at all, making discovery of internal emails and 

other communications, and depositions of key personnel, vital to her ability to defend summary judgment.

OSF acknowledged at oral argument that merely naming 

a committee that never actually met or administered the plan 

would not be enough to satisfy the statute. OSF is not necessarily entitled to summary judgment just because it has produced documents showing how the Plans are supposed to be 

run. If further discovery reveals, as a practical matter, that the 

Committees exist only on paper, then it is possible the Plans 

are not actually exempt from ERISA. Accordingly, upon remand, the district court must allow relevant discovery and 

should then assess whether OSF’s Plan Committees did, in 

fact, serve as principal-purpose organizations qualifying the 

Plans for exemption from ERISA. 

OSF offers a couple of additional reasons to justify the denial of the Rule 56(d) motion. It contends that the search terms 
No. 18-3325 21

proposed by plaintiff for electronic records amount to a proverbial fishing expedition because they would reach every 

email ever sent by the Committees. This is not a convincing 

reason to deny all further discovery. Discovery was cut off, in 

effect, when the parties had barely begun to negotiate the 

search terms, let alone asked the court to resolve the dispute. 

In fact, Smith was still waiting for a response to her proposed 

custodian list and search terms for electronic discovery when 

OSF moved for summary judgment and discovery ended. 

OSF also cites plaintiff’s failure to file a motion to compel 

as evidence that she was not diligently pursuing discovery. 

The argument only serves to emphasize how premature this 

summary judgment decision was. Parties are expected to 

meet and confer at least once to resolve their discovery disputes before requesting help from the court. Fed. R. Civ. P. 

37(a)(1). A party’s compliance with that requirement should 

not be held against her in deciding a Rule 56(d) motion.4

* * *

Concurring in Advocate Health, Justice Sotomayor observed that organizations like OSF “bear little resemblance to 

those Congress considered when enacting the 1980 amendment to the church plan definition.” 137 S. Ct. at 1663. Smith 

has alleged OSF is underfunding its pension by nearly half, 

perhaps jeopardizing the benefits of thousands of hospital 

and health-care employees who depend upon these Plans. 

 4 We have not forgotten Smith’s Establishment Clause argument, 

which she presents as an as-applied challenge. Because the factual picture 

remains too underdeveloped to decide even the application of the statute, 

we do not address the constitutional question now. Those issues can await 

further development. 
22 No. 18-3325 

With such high stakes, beneficiaries are entitled to conduct 

meaningful discovery before the courts decide legal issues 

such as whether formal structures are sufficient to satisfy the 

church plan definition, regardless of day-to-day realities. 

The judgment of the district court is VACATED and this 

case is REMANDED for further proceedings consistent with 

this opinion.