IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 10-10470

RANDY STOKES, JR., on his own behalf and for all others similarly situated;

DONNA DAVIS, on her own behalf and for all others similarly situated; H.

WAYNE BLACK, on his own behalf and for all others similarly situated; PAM

J. HITT, on their own behalf and for all others similarly situated; SAMUEL RAY

GIBSON, on their own behalf and for all others similarly situated STACY L.

GRANT, on their own behalf and for all others similarly situated; KEVIN

LANKFORD, on their own behalf and for all others similarly situated

Plaintiffs–Appellees

v.

BWXT PANTEX, L.L.C.,

Defendant–Appellant

Appeal from the United States District Court

for the Northern District of Texas

USDC No. 2:07-CV-49-J

Before HIGGINBOTHAM, DENNIS, and PRADO, Circuit Judges.

PER CURIAM:

*

BWXT Pantex, LLC (“BWXT”) appeals the district court’s findings of fact

and conclusions of law after a bench trial on the plaintiffs’ claims that BWXT

violated the Fair Labor Standards Act of 1938 (“FLSA”), 29 U.S.C. §§ 201 et seq.

In its order, the district court found, inter alia, that BWXT “willfully” violated

United States Court of Appeals

Fifth Circuit

F I L E D

May 4, 2011

Lyle W. Cayce

Clerk

 Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not *

be published and is not precedent except under the limited circumstances set forth in 5TH CIR.

R. 47.5.4.

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No. 10-10470

the FLSA when it misclassified several employment positions as “exempt” and

therefore denied overtime pay to employees in those positions. On appeal,

BWXT argues the district court applied the wrong legal standard and

impermissibly shifted the burden to BWXT to prove its actions were not “willful.”

After a careful review of the district court’s opinion, we agree, and we vacate and

remand for proceedings consistent with this opinion.

I

The facts of this case are thoroughly laid out in the district court’s

memorandum opinion and order, and their repetition is unnecessary here. See

Bullard v. Babcock & Wilcox Tech. Servs. Pantex, L.L.C., No. 2:07-cv-49-J, 2009

WL 1704251 (N.D. Tex. June 17, 2009). In short, the named plaintiffs all work

for BWXT, a U.S. Department of Energy facility that assembles and

disassembles nuclear weapons, and hold various positions in the Pantex

Protective Forces, the Pantex Fire Safety Department, and Pantex’s training

curriculum development department. BWXT classified all of the positions as

“exempt” for FLSA purposes, and plaintiffs sued to be classified as “non-exempt”

so they could obtain overtime pay. After a bench trial, the district court issued

a forty-seven page order in which it found that six of the challenged positions

were properly classified as exempt and that four positions were wrongfully

classified as exempt. Id. at *28. The district court found that BWXT acted

willfully and did not act in good faith by wrongfully classifying these four

positions, and the court awarded plaintiffs holding those positions three years

of unpaid overtime compensation and an equal amount in liquidated damages.

Id.

BWXT appeals solely the district court’s finding that it “willfully” violated

the FLSA, which served as the basis for BWXT being liable for three—rather

than two—years’ worth of overtime back pay by extending the FLSA’s statute

of limitations, on the ground that the district court conflated the willfulness

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analysis with the “lack of good faith” analysis. While BWXT admits the district

court briefly referenced the proper legal standard in the “liquidated damages”

section of its “conclusions of law,” id. at *7, it argues that the district court’s

findings of fact (under the “Damages” heading and “Willfulness” subheading)

applied the “lack of good faith” standard for liquidated damages and

impermissibly placed the burden on BWXT to show its “lack of willfulness.” See

id. at *20–26.

II

“The standard of review for a bench trial is well established: findings of

fact are reviewed for clear error and legal issues are reviewed de novo.” Bd. of

Trs. New Orleans Emp’rs Int’l Longshoremen’s Ass’n v. Gabriel, 529 F.3d 506,

509 (5th Cir. 2008) (quoting Water Craft Mgmt. LLC v. Mercury Marine, 457

F.3d 484, 488 (5th Cir. 2006)). Accordingly, we review the allocation of the

burden of proof de novo and the decision on whether the party met that burden

for clear error. See Guajardo v. Tex. Dep’t of Criminal Justice, 363 F.3d 392, 395

(5th Cir. 2004) (per curiam). “A finding of fact is clearly erroneous when,

although there is evidence to support it, the reviewing court based on all the

evidence is left with the definitive and firm conviction that a mistake has been

committed. However, factual findings made under an erroneous view of

controlling legal principles are reviewed de novo.” Flint Hills Res. LP v. Jag

Energy, Inc., 559 F.3d 373, 375 (5th Cir. 2009) (internal quotation marks and

citation omitted). “If the district court’s factual findings are insufficient to allow

this Court to review the judgment below, then we must vacate the judgment and

remand for more detailed findings.” Colonial Penn Ins. v. Mkt. Planners Ins.

Agency Inc., 157 F.3d 1032, 1037 (5th Cir. 1998) (citation omitted).

Under the FLSA, a violation is “willful” if the employer either “‘knew or

showed reckless disregard for . . . whether its conduct was prohibited by the

statute.’” Singer v. City of Waco, Tex., 324 F.3d 813, 821 (5th Cir. 2003) (quoting

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McLaughlin v. Richland Shoe Co., 486 U.S. 128, 133 (1988)). The burden of

showing that an FLSA violation was “willful” falls on the plaintiffs. See id.; see

also Samson v. Apollo Res., Inc., 242 F.3d 629, 636 (5th Cir. 2001) (“Generally,

a plaintiff suing under the FLSA carries the burden of proving all elements of

his or her claim.”). On the other hand, an employer who violates the FLSA is

liable for liquidated damages equal to the unpaid overtime compensation unless,

after concluding that the employer acted in “good faith” and had “reasonable

grounds” to believe that its actions complied with the FLSA, the district court

declines to award liquidated damages (or reduces the amount). 29 U.S.C. § 260.

We have explained that demonstrating good faith and reasonable grounds is a

“substantial burden” borne by the employer. Bernard v. IBP, Inc. of Neb., 154

F.3d 259, 267 (5th Cir. 1998). We have previously refused to read the “good

faith” and “willful” provisions together. See Nero v. Indus. Molding Corp., 167

F.3d 921, 929 & n.4 (5th Cir. 1999) (using FLSA to interpret similar provision

in Family and Medical Leave Act); Peters v. City of Shreveport, 818 F.2d 1148,

1167–68 (5th Cir. 1987), abrogated on other grounds by Price Waterhouse v.

Hopkins, 490 U.S. 228 (1989). A finding that the defendant failed to show good

faith, therefore, does not mean that the plaintiffs showed that the defendant

willfully violated the statute.

Examining the district court’s order, we agree that the district court

applied the incorrect legal standard and misplaced the burden of proof. The

district court’s findings of fact specifically examine the arguments BWXT “offers

as evidence of its lack of willfulness,” going through the defendant’s arguments

in methodical fashion and concluding that several pieces of evidence “put the

Defendant on reasonable notice” that it may be violating the FLSA. Bullard, No.

2:07-cv-49-J, 2009 WL 1704251, at *20. The order examines a letter from

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BWXT also argues the district court improperly applied an outdated and rejected test

1

for willfulness found in Coleman v. Jiffy June Farms, Inc., 458 F.2d 1139, 1142 (5th Cir. 1972)

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BWXT’s counsel, which the district court evaluated for the proposition that

“reliance on opinion letters from counsel can show a good faith effort to comply

with” the FLSA, id. at *21 (internal quotation marks and citation omitted), and

concludes that the cursory inquiry made by the attorney was “insufficient to

support a finding of good faith.” Id. at *22. It also examines four Department

of Labor opinion letters “offered [as evidence of] Defendant’s good faith,” id. at

*22, and concludes that three letters are basically irrelevant and that all of them

“gave notice to the Defendant that it ought to investigate whether it was in

compliance with FLSA regulations” and that “[t]hey should have made the

Defendant suspect” that at least some of the positions were non-exempt. Id. at

*24. The district court concludes by finding that BWXT did not act in good faith

by classifying the four positions as non-exempt, and states that “[t]hese were

willful mis-classification decisions.” Id. at *26.

The plaintiffs argue that the district court’s early and cursory citation to

McLaughlin, as well as the trial record itself, suffices to show the district court

applied the correct law. Yet the “findings and conclusions we review must . . .

allow us to determine rather than speculate that the law has been correctly

applied.” Corley v. Jackson Police Dep’t, 566 F.2d 994, 1000 n.8 (5th Cir. 1978).

Nowhere in its order does the district court find that BWXT “knew or showed

reckless disregard for” whether it was violating the FLSA, as required to support

a finding that it willfully violated the FLSA. Nor does it ever look to what

evidence the plaintiffs put forward to support such a finding. Rather, the order

conducts a good faith/reasonable grounds analysis—properly placing the burden

(finding willful violation when “there is substantial evidence in the record to support a finding

that the employer knew or suspected that his actions might violate the FLSA”), abrogated by

McLaughlin, 486 U.S. 128. While some of the district court’s findings of fact could be read to

align with this standard, we believe any similarity is most likely explained by the district

court’s application of the good faith/reasonable grounds test, as the district court does not cite

to Jiffy June anywhere in its opinion. Resolution of this issue, however, is unnecessary for

purposes of this appeal.

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on BWXT—and, at the same time, summarily concludes that BWXT’s actions

were willful. While we have the utmost respect for the district court—and are

otherwise impressed with the thoroughness with which it addressed the claims

in this complex case—the findings of fact, at best, leave us doubtful the correct

legal standard was applied to the plaintiffs’ claim that BWXT willfully violated

the FLSA.

Because the district court’s findings of fact on this issue were made under

an erroneous view of controlling legal principles, we review those findings de

novo. The factual findings all relate to what BWXT did not prove—rather than

what plaintiffs did prove—and do not address whether BWXT either knew or

showed reckless disregard for whether it was violating the FLSA. The district

court’s factual findings therefore are insufficient for us to review the issue even

under a de novo standard of review. It is therefore appropriate for us to vacate

the final judgment and remand the case back to the district court for it to make

additional factual findings and decide the issue using the correct legal standard

and placing the burden of proof on the plaintiffs.

III

For the foregoing reasons, we vacate the judgment below and remand for

further proceedings consistent with this opinion.

VACATED AND REMANDED.

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