UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
GEORGETOWN UNIVERSITY,
Nonparty Movant,
v. Case No. 26-mc-58 (TSC)
JOHN CARFORA, et al.,
Respondents.
OPINION & ORDER
This matter arises out of a long-running ERISA class action in the U.S. District Court for
the Southern District of New York against the Teachers Insurance and Annuity Association of
America (“TIAA”). The plaintiffs in that case—Respondents here—served a nonparty subpoena
on Georgetown University, which moved this court to quash the subpoena or, in the alternative,
for a protective order. See Georgetown’s Mot., ECF No. 1. Because the Southern District of
New York is better positioned to rule on Georgetown’s Motion and in order to avoid disruption
to the underlying litigation, this court will GRANT Respondents’ Motion to Transfer, ECF No.
5, and transfer Georgetown’s Motion to the Southern District of New York.
I. BACKGROUND
In October 2021, Respondents filed the underlying litigation in the Southern District of
New York, alleging that TIAA breached its fiduciary duty by engaging in cross selling to induce
retirement plan participants to move their assets from their employer-sponsored ERISA plans to
TIAA’s non-plan products. After several rounds of pleading, the court allowed claims relating to
four TIAA plans to proceed, including a plan sponsored by Georgetown. PIRE and Dartmouth
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College, two nonparties, both moved to quash deposition subpoenas served on them. See PIRE’s
Motion for Leave to File Motion to Quash Deposition Subpoena (“PIRE’s Mot.”), Carfora v.
Teachers Ins. & Annuity Ass’n of Am., No. 21-cv-08384 (S.D.N.Y. Apr. 7, 2026), ECF No. 242;
Dartmouth’s Motion to Quash (“Dartmouth’s Mot.”), Carfora v. Teachers Ins. & Annuity Ass’n
of Am., No. 21-cv-08384 (S.D.N.Y. Apr. 7, 2026), ECF No. 244. The court denied those
motions. See Memorandum Endorsed Order (“Court Order”), Carfora v. Teachers Ins. &
Annuity Ass’n of Am., No. 21-cv-08384 (S.D.N.Y. Apr. 9, 2026), ECF No. 250.
In February 2025, Respondents served a document subpoena on nonparty Georgetown, in
response to which Georgetown produced documents responsive to certain requests but notified
Respondents that its search yielded no documents responsive to others. Georgetown’s Mot. at 8–
9. Almost a year later, Respondents sent Georgetown a Notice of Deposition with eight
proposed topics. Id. at 9. The parties met and conferred several times but were unable to reach
an agreement as to the scope of the deposition topics. Id. at 10. In April 2026, Respondents then
served Georgetown with a deposition subpoena. Id. at 11. Georgetown moved this court to
quash the subpoena or for a protective order in this court. Respondents have moved to transfer
Georgetown’s Motion to the Southern District as the issuing court.
II. LEGAL STANDARD
A subpoena “must issue from the court where the action is pending.” Fed. R. Civ. P.
45(a)(2). But a subpoena recipient may move to quash the subpoena in “the court for the district
where compliance is required.” Id. 45(d)(3)(A). Nevertheless, “[w]hen the court where
compliance is required did not issue the subpoena, it may transfer [the] motion . . . to the issuing
court if . . . the court finds exceptional circumstances.” Id. 45(f).
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Rule 45(f) does not define “exceptional circumstances,” but the Advisory Committee Notes
“provide some guidance.” In re Disposable Contact Lens Antitrust Litig., 306 F. Supp. 3d 372,
375 (D.D.C. 2017). They instruct that “[t]he prime concern should be avoiding burdens on local
nonparties subject to subpoenas,” but transfer may still be appropriate “to avoid disrupting the
issuing court’s management of the underlying litigation, as when that court has already ruled on
issues presented by the motion.” Fed. R. Civ. P. 45(f) advisory committee’s note to 2013
amendment.
Pursuant to this guidance, courts “weighing transfer under Rule 45(f) . . . carefully balance
the interest of the nonparty in obtaining local resolution” of their motion “against the interest in
ensuring the efficient, fair and orderly progress of ongoing litigation before the issuing court.” In
re Disposable Contact Lens, 306 F. Supp. 3d at 375 (cleaned up). Several factors guide this
analysis, including (1) whether failure to transfer will disrupt the underlying litigation; (2) whether
the issuing court is better positioned to rule on the issues; and (3) whether transfer will impose an
undue burden or cost on the nonparty that seeks to obtain local resolution of the issues. Id. at 375–
76. “Courts have found exceptional circumstances warranting transfer . . . when transferring the
matter is in the interests of judicial economy and avoiding inconsistent results.” Wultz v. Bank of
China, Ltd., 304 F.R.D. 38, 46 (D.D.C. 2014) (cleaned up). When the underlying litigation has
been pending for some time and the issuing court is familiar with the nature of the issues, the
issuing court is likely better positioned to resolve the subpoena-related motion and transfer is likely
to promote judicial economy and the efficient progress of the underlying litigation. See In re
Disposable Contact Lens, 306 F. Supp. 3d at 376.
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III. ANALYSIS
Transfer is warranted here. To start, the Southern District of New York is better
positioned to resolve Georgetown’s Motion, and keeping this matter in this district may delay the
underlying litigation and result in inconsistent results. During the four years the underlying
litigation has been pending, the Southern District has “issued comprehensive case management
orders,” In re Disposable Contact Lens, 306 F. Supp. 3d at 379, “already supervised substantial
discovery,” XY, LLC v. Trans Ova Genetics, L.C., 307 F.R.D. 10, 12 (D.D.C. 2014), and
“issue[d] specific orders managing the scope of discovery and setting specific timelines,” In re
Subpoena to Nat’l Acad. of Scis., 347 F.R.D. 45, 49 (D.D.C. 2024). The issuing court’s
“centralized” management of the underlying litigation across a significant period of years weighs
in favor of transfer. In re Disposable Contact Lens, 306 F. Supp. 3d at 378; Duck v. SEC, 317
F.R.D. 321, 324–25 (D.D.C. 2016) (transferring when underlying litigation has been pending for
over four years); In re UBS Fin. Servs., 113 F. Supp. 3d at 288 (transferring when underlying
litigation has been pending for approximately three and a half years); Jud. Watch, Inc. v. Valle
Del Sol, Inc., 307 F.R.D. 30, 35 (D.D.C. 2014) (transferring when underlying litigation has been
pending for four years). Failure to transfer Georgetown’s Motion would risk disrupting the
issuing court’s carefully managed oversight of the long-running underlying action.
While courts should not “assume[ ] that the issuing court is in a superior position to resolve
subpoena-related motions,” Fed. R. Civ. P. 45(f) advisory committee’s note to 2013 amendment,
“courts favor transfer when the subpoena dispute implicates the underlying litigation and requires
an understanding of the full scope of the underlying litigation to properly assess the need for
subpoenaed documents,” In re Subpoena to Nat’l Acad. of Scis., 347 F.R.D. at 50.
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Georgetown argues that “none of the Plaintiffs’ theories of breach has any factual
connection to Georgetown and so discovery into these matters will not yield information relevant
to any claim in this case.” Georgetown’s Mot. at 16. This relevance analysis requires an
understanding of the merits of the case. See In re Braden, 344 F. Supp. 3d 83, 93 (D.D.C. 2018);
see also Flynn, 216 F. Supp. 3d at 47 (explaining that “the relevance argument advanced
emphasizes the need for the [issuing court] to decide the matter” (cleaned up)); In re Disposable
Contact Lens, 306 F. Supp. 3d at 381 (finding transfer proper where ruling on the subpoena-related
dispute “would require an assessment of the relevance of the documents at issue”). And like the
courts in In re Braden, Flynn, and In re Disposable Contact Lens, this court “has no familiarity
with the underlying litigation” and is therefore “in a worse position relative to [the issuing court]
[to] evaluat[e] the need for these [depositions] against the backdrop of the case.” In re Subpoena
to Nat’l Acad. of Scis., 347 F.R.D. at 50. Instead, the issuing court is in a better position to evaluate
relevance due to its full understanding of the underlying action. See Lipman v. Antoon, 284 F.
Supp. 3d 8, 13 (D.D.C. 2018) (“The centrality of the relevance assessment weighs in favor of
transfer because determining whether information is relevant requires ‘nuanced legal analysis
based on a full understanding of the Underlying Action.’” (quoting Fed. Home Loan Mortg. Co.
v. Deloitte & Touche, LLP, 309 F.R.D. 41, 43 (D.D.C. 2015))).
The issuing court is also better positioned to analyze Georgetown’s contention that the
subpoena constitutes an improper fishing expedition because that analysis requires a close
examination of the facts of the case and a comparison between the parties and nonparties. See
Lipman, 284 F. Supp. 3d at 14 (finding transfer appropriate where Respondent contended the
subpoena constituted a fishing expedition, as the issuing court was more familiar with the issues
and parties in the underlying action and had presided over the case for four years).
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Georgetown’s citation to FDIC v. Galan-Alvarez, in which transfer was denied, is
misplaced. No. 15–mc–00752, 2015 WL 5602342, at *5 (D.D.C. Sept. 4, 2015). “Galan-Alvarez
stands for the proposition that when a motion to quash ‘presents a legal question separate from the
underlying litigation’s merits, the issuing Court . . . is in no better position to decide it.’” In re
Subpoena to Nat’l Acad. of Scis., 347 F.R.D. at 51 (quoting Galan-Alvarez, 2015 WL 5602342, at
*3). Here, the questions of relevance and whether the subpoena constitutes an improper fishing
expedition are fact-bound and inherently tied to the underlying merits, rendering Galan-Alvarez
inapposite. The issuing court is therefore better positioned to decide Georgetown’s motion.
The issuing court, moreover, has already grappled with the issues presented in
Georgetown’s Motion, having denied two substantially similar nonparty motions to quash filed by
Dartmouth and PIRE. See Court Order at 4. Between them, PIRE and Dartmouth raised
overbreadth and burden objections as well as due process concerns, as did Georgetown. Compare
PIRE’s Mot. at 2 (arguing that “burden [of the subpoena] is magnified here, where . . . Plaintiffs
cannot establish any predicate breach of fiduciary duty”), and Dartmouth’s Mot. at 2–3, 3 n.3
(arguing that the subpoena is burdensome because Dartmouth would have to prepare its designee
to “testify about approximately ten years of information” and problematic considering the “due
process concerns” of subjecting nonparty Dartmouth to such burdens), with Georgetown’s Mot. at
12, 18–21 (arguing that because Plaintiffs have no facts indicating Georgetown breached their
fiduciary duties, there is “no basis to believe the information Georgetown possesses is relevant,”
the subpoena would inappropriately require them to “canvass years’ worth” of materials “to
prepare a single witness,” and “Georgetown does not have the tools that any defendant would have
to mount a defense”). By denying PIRE and Dartmouth’s motions, the issuing court has “already
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ruled on issues presented by [Georgetown’s] motion,” which weighs in favor of transfer. Fed. R.
Civ. P. 45(f) advisory committee’s note to 2013 amendment.
Georgetown argues that the time-sensitive nature of discovery due to an impending fact
discovery deadline is not a concern for resolving its motion due to the issuing court’s April 22,
2026, decision to stay that proceeding pending the Second Circuit’s resolution of a partial appeal
filed by Respondents. Georgetown’s Opp’n at 7 (quoting Flynn v. FCA US LLC, 216 F. Supp. 3d
44, 48 (D.D.C. 2016)). But the Second Circuit has since resolved that appeal and the issuing court
has lifted the stay. Thus, there is a risk that failure to transfer to the court better positioned to more
efficiently decide Georgetown’s Motion will delay the underlying litigation.
Turning to the complexity of the underlying litigation, the court acknowledges this breach
of fiduciary duty matter presents fewer complexities than certain cases in which courts deemed
transfer appropriate. See, e.g., In re UBS Fin. Servs., 113 F. Supp. 3d at 288 (“complex securities
issues”); XY, LLC v. Trans Ova Genetics, L.C., 307 F.R.D. at 11 (“complex patent infringement
suit”); In re Disposable Contact Lens, 306 F. Supp. 3d at 374 (multi-district litigation). However,
lack of complexity is not dispositive when other factors tip the balance in favor of transfer, as is
the case here. See Flynn, 216 F. Supp. 3d at 47.
Critically, transfer would not place an undue burden or cost on Georgetown. The issuing
court has already allowed and arranged for telephone conferences in this litigation, see, e.g.,
Carfora, No. 21-cv-08384, at ECF Nos. 40, 97, 196, which minimizes the travel burdens that
transfer might result in. Further, Georgetown is represented by sophisticated counsel who work at
a major law firm with a large New York office and who have appeared in multiple ERISA cases
in the Southern District and thus is familiar with both the action and the issuing court. See, e.g.,
Order Granting Motion to Appear Pro Hac Vice, Cunningham v. Cornell Univ., No. 16-cv-6525
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(S.D.N.Y. Nov. 7, 2025), ECF No. 479; Order for Admission Pro Hac Vice, Sacerdote v. N.Y.
Univ., No. 16-cv-6284 (S.D.N.Y. Apr. 10, 2018), ECF No. 275. Finally, declining to transfer may
itself impose a greater burden on Georgetown because this court might otherwise order
supplemental briefing or a hearing to address any gaps in the court’s understanding of the
underlying case. See In re Disposable Contact Lens, 306 F. Supp. 3d at 381 (explaining that failure
to transfer may itself impose a greater burden on the nonparty, who may be required to “submit
supplemental briefing that addresses existing gaps in [the non-issuing] Court’s understanding of
the underlying [case]” or “appear at a hearing to present their arguments directly to [the nonissuing] Court”).
IV. CONCLUSION
For the foregoing reasons, it is hereby ORDERED that Georgetown’s Motion to Quash or
for a Protective Order is hereby TRANSFERRED to the United States District Court for the
Southern District of New York.
It is SO ORDERED.
Date: July 31, 2026
Tanya S. Chutkan
TANYA S. CHUTKAN
United States District Judge
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