16.  MRMC is a privately held entity that has more than 2,600 employees. MRMC bills  itself, through its various subsidiaries, as “an independent provider of marketing and distribution  of fuel oil, asphalt, sulfuric acid, diesel fuel and high-quality naphthenic lubricants. . . . MRMC’s  surface transportation capabilities include operating over 800 trucks and 1200 trailers across the  United States through its network of 25 truck terminals.”   17.  MRMC is headquartered at 4200 B Stone Rd., Kilgore, Texas 75662.    18.  MRMC is an S corporation. MRMC stock is not readily tradable on an established  securities market.   19.  MRMC adopted the Plan with an effective date of January 1, 2012.    20.  The Plan is a retirement plan governed by ERISA.   5   21.  The Plan is an individual account plan under which a separate individual account  is established for each participant.   22.  The Plan’s principal asset has been MRMC stock at all times since its inception.   23.  MRMC identifies the Plan as intended to be a leveraged employee stock ownership  plan, or “Leveraged ESOP.”   24.  MRMC is the sponsor of the Plan within the meaning of ERISA § 3(16)(B),  67.  Plaintiff incorporates the preceding paragraphs as though set forth herein.   68.  ERISA § 406(a)(1)(A), 29 U.S.C. § 1106(a)(1)(A), prohibits a plan fiduciary, here  Wilmington Trust, from causing a plan, here the Plan, to engage in a sale or exchange of any  property, here MRMC stock, with a party in interest, here the sellers in the ESOP Transaction,  including but not limited to, on information and belief, Ruben S. Martin III; Scott D. Martin;  CNRT, LLC; The Ruben S. Martin III Dynasty Trust; and/or MRMC.   69.  ERISA § 406(a)(1)(B), 29 U.S.C. § 1106(a)(1)(B), prohibits Wilmington Trust  from causing the Plan to borrow money from parties in interest MRMC; CNRT, LLC; and The  Ruben S. Martin III Dynasty Trust.    70.  ERISA § 406(a)(1)(E), 29 U.S.C. § 1106(a)(1)(E), prohibits Wilmington Trust  from causing the Plan to acquire MRMC securities.   71.  The stock and loan transactions between the Plan and the parties in interest were  authorized by Wilmington Trust in its capacity as Trustee for the Plan.   72.  Wilmington Trust caused the Plan to engage in prohibited transactions in violation  of ERISA § 406(a), 29 U.S.C. § 1106(a), in the ESOP Transaction.   73.  ERISA § 406(b), 29 U.S.C. § 1106(b), inter alia, mandates that a plan fiduciary  shall not “act in any transaction involving the plan on behalf of a party (or represent a party) whose  interests are adverse to the interests of the plan or the interests of its participants,” or “receive any  consideration for his own personal account from any party dealing with such plan in connection  with a transaction involving the assets of the plan.”  12   74.  Wilmington Trust acted on behalf of the sellers in connection with the Plan’s stock  and loan transactions in 2012–2013 by causing the Plan to acquire MRMC stock and loans. This  greatly benefited the sellers to the substantial detriment of the Plan, even though Wilmington Trust  was required to serve the interests of the Plan in connection with any such transaction.   75.  Wilmington Trust received compensation from MRMC as Trustee for the Plan in  violation of ERISA § 406(b)(3).   76.  Wilmington Trust caused and engaged in prohibited transactions in violation of  ERISA § 406(b) in the ESOP Transaction.   77.  ERISA § 409, 29 U.S.C. § 1109, provides, inter alia, that any person who is a  fiduciary with respect to a plan and who breaches any of the responsibilities, obligations, or duties  imposed on fiduciaries by Title I of ERISA shall be personally liable to make good to the plan any  losses to the plan resulting from each such breach, and additionally is subject to such other  equitable or remedial relief as the court may deem appropriate, including removal of the fiduciary.   78.  ERISA § 502(a), 29 U.S.C. § 1132(a), permits a plan participant to bring a suit for  relief under ERISA § 409 and to obtain appropriate equitable relief to enforce the provisions of  Title I of ERISA or to enforce the terms of a plan.   79.  Wilmington Trust has caused millions of dollars of losses to the Plan by the  prohibited transactions in an amount to be proven more specifically at trial.  80.  Plaintiff brings this action as a class action pursuant to Fed. R. Civ. P. 23(a) and  (b), on behalf of the following class:  All participants in the MRMC ESOP. Excluded from the Class are  the shareholders and entities controlled by them who sold their  Martin Resource Management Corporation (MRMC) stock to the  Plan and their immediate families; the directors of MRMC; and legal  13  representatives, successors, and assigns of any such excluded  persons.   81.  The Class is so numerous that joinder of all members is impracticable. Although  the exact number and identities of Class members are unknown to Plaintiff at this time, the Plan’s  Form 5500 filing for 2015 indicates that as of December 31, 2015, there were 2,470 participants  and deceased participants whose beneficiaries are receiving or entitled to receive benefits in the  Plan.   82.  Questions of law and fact common to the Class as a whole include, but are not  limited to, the following:  i. Whether Wilmington Trust served as Trustee in the Plan’s acquisition of  MRMC stock;  ii. Whether Wilmington Trust was an ERISA fiduciary of the Plan;  iii. Whether Wilmington Trust caused the Plan to engage in prohibited  transactions under ERISA by permitting the Plan to purchase MRMC stock  and take loans from parties in interest;  iv. Whether Wilmington Trust engaged in good faith valuations of the MRMC  stock in connection with the ESOP Transaction;  v. Whether Wilmington Trust caused the Plan to pay more than fair market  value for MRMC stock;   vi. Whether Wilmington Trust engaged in a prohibited transaction under  ERISA by acting on behalf of a party adverse to the Plan and its participants  in the ESOP Transaction;  14  vii. Whether Wilmington Trust engaged in a prohibited transaction under  ERISA by receiving consideration for its own account in the ESOP  Transaction;  viii. Whether the sellers of MRMC stock to the Plan were parties in interest; and   ix. The amount of losses suffered by the Plan and its participants as a result of  Wilmington Trust’s ERISA violations.   83.  Plaintiff’s claims are typical of those of the Class. For example, Plaintiff, like other  Plan participants in the Class, suffered a diminution in the value of his Plan account because the  Plan paid an inflated price or prices and took on excessive loans for MRMC stock, and he continues  to suffer such losses in the present because Wilmington Trust failed to correct the overpayment by  the Plan in its time as Trustee.   84.  Plaintiff will fairly and adequately represent and protect the interests of the Class.  Plaintiff has retained counsel competent and experienced in complex class actions, ERISA, and  employee benefits litigation.   85.  Class certification of Plaintiff’s Claims for Relief for the alleged violations of  ERISA is appropriate pursuant to Fed. R. Civ. P. 23(b)(1) because the prosecution of separate  actions by individual Class members would create a risk of inconsistent or varying adjudications  which would establish incompatible standards of conduct for Wilmington Trust, and/or because  adjudications with respect to individual Class members would as a practical matter be dispositive  of the interests of non-party Class members.   86.  In the alternative, class certification of Plaintiff’s Claims for Relief for the alleged  violations of ERISA is appropriate pursuant to Fed. R. Civ. P. 23(b)(2) because Wilmington Trust  has acted or refused to act on grounds generally applicable to the Class, making appropriate  15  declaratory and injunctive relief with respect to Plaintiff and the Class as a whole. The members  of the Class are entitled to declaratory and injunctive relief to remedy Wilmington Trust’s  violations of ERISA.   87.  The names and addresses of the Class members are available from the Plan. Notice  will be provided to all members of the Class to the extent required by Fed. R. Civ. P. 23.  Causing and Engaging in Prohibited Transactions Forbidden by   ERISA § 406(a)–(b), 29 U.S.C. § 1106(a)–(b)  