v. Listerhill Total Maint. Ctr., LLC

I.A.M. NATIONAL PENSION FUND, et al., Plaintiffs, v. LISTERHILL TOTAL MAINTENANCE CENTER, LLC, Defendant.

Civil Action No. 3:15-cv-196-CLS

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA NORTHWESTERN DIVISION

June 20, 2016

MEMORANDUM OPINION AND ORDER

Plaintiffs — the I.A.M. National Pension Fund ("the Fund"), and Robert Roach, Jr., and Henry C. Eickelberg, the Co-Chairmen of the Fund's Board of Trustees — filed this action on February 2, 2015, on behalf of the participants and beneficiaries of the Fund. The defendant is the Listerhill Total Maintenance Center, LLC ("Listerhill"). Plaintiffs assert that Listerhill violated Section 515 of the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1145 ("ERISA"), by failing to make required contributions to the Fund on behalf of its employees.¹ The case currently is before the court on plaintiff's motion for summary judgment,² and defendant's cross-motion for summary judgment.³ Upon consideration of themotions, briefs, and evidentiary submissions, the court concludes that both motions should be denied.

I. STANDARDS OF REVIEW

Federal Rule of Civil Procedure 56 provides that a court "shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). In other words, summary judgment is proper "after adequate time for discovery and upon motion, against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial." Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). "In making this determination, the court must review all evidence and make all reasonable inferences in favor of the party opposing summary judgment." Chapman v. AI Transport, 229 F.3d 1012, 1023 (11th Cir. 2000) (en banc) (quoting Haves v. City of Miami, 52 F.3d 918, 921 (11th Cir. 1995)). Inferences in favor of the non-moving party are not unqualified, however. "[A]n inference is not reasonable if it is only a guess or a possibility, for such an inference is not based on the evidence, but is pure conjecture and speculation." Daniels v. Twin Oaks Nursing Home, 692 F.2d 1321, 1324 (11th Cir. 1983) (alteration supplied). Moreover,

[t]he mere existence of some factual dispute will not defeat summaryjudgment unless that factual dispute is material to an issue affecting the outcome of the case. The relevant rules of substantive law dictate the materiality of a disputed fact. A genuine issue of material fact does not exist unless there is sufficient evidence favoring the nonmoving party for a reasonable jury to return a verdict in its favor.

Chapman, 229 F.3d at 1023 (quoting Haves, 52 F.3d at 921) (emphasis and alteration supplied). See also Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 251-52 (1986) (asking "whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law").

"Cross motions for summary judgment do not change the standard." Latin Am. Music Co. v. Archdiocese of San Juan of the Roman Catholic & Apostolic Church, 499 F.3d 32, 38 (1st Cir. 2007). "'Cross motions for summary judgment are to be treated separately; the denial of one does not require the grant of another.'" Christian Heritage Acad. v. Okla. Secondary Sch. Activities Ass'n, 483 F.3d 1025, 1030 (10th Cir. 2007) (quoting Buell Cabinet Co. v. Sudduth, 608 F.2d 431, 433 (10th Cir. 1979)). "Even where the parties file cross motions pursuant to Rule 56, summary judgment is inappropriate if disputes remain as to material facts." Id.; accord Monumental Paving & Excavating, Inc. v. Pa. Mfrs.' Ass'n Ins. Co., 176 F.3d 794, 797 (4th Cir. 1999) ("When considering motions from both parties for summary judgment, the court applies the same standard of review and so may not resolve genuine issues of material fact. Instead, [the court must] consider and rule upon each party's motion separately and determine whether summary judgment is appropriate as to each under the Rule 56 standard.") (citations omitted).

Ernie Haire Ford, Inc. v. Universal Underwriters Insurance Co., 541 F. Supp. 2d 1295, 1297-98 (M.D. Fla. 2008) (alteration in original). See also American BankersInsurance Group v. United States, 408 F.3d 1328, 1331 (11th Cir. 2005) ("This court reviews the district court's disposition of cross-motions for summary judgment de novo, applying the same legal standards used by the district court, viewing the evidence and all factual inferences therefrom in the light most favorable to the non-movant, and resolving all reasonable doubts about the facts in favor of the non-moving party.").

II. SUMMARY OF FACTS

The I.A.M. National Pension Fund ("the Fund") is a "multiemployer defined benefit, employee benefit plan" within the meaning of ERISA.⁴ The Fund is operatedby a group of Trustees, who adopted a Trust Agreement to set forth the "terms and conditions under which the Fund is to be continued and administered."⁵ The Trust Agreement states that the "exclusive purpose" of the Fund is "providing pension benefits to employees and their beneficiaries under the terms of the Plan . . . ."⁶ The "Plan" is "the program or programs of pension benefits established by the Trustees pursuant to" the Trust Agreement.⁷ "Employees" are "all persons within bargaining units represented by a Local or District Lodge of the I.A.M., or by the I.A.M., who are employed by Employers, and who are covered by this Pension Fund pursuant to a Collective Bargaining Agreement."⁸ The "I.A.M." is the "International Association of Machinists and Aerospace Workers, AFL-CIO."⁹ An "Employer" is

any Employer (including employer associations) who now or hereafterhas a Collective Bargaining Agreement with a Local or District Lodge of the I.A.M. or with the I.A.M., or has another written agreement, requiring periodic contributions to the Pension Fund continued by [the] Trust Agreement, and who adopts and agrees to be bound by the terms and provisions of this Agreement and any amendments and modifications thereof, and who is accepted as an Employer by the Trustees.

Doc. no. 39-2 (Amended and Restated Trust Agreement for the I.A.M. National Pension Fund), at Art. I, Sec. 1 ("Employer") (alteration supplied). Pursuant to the Trust Agreement:

The Trustees have the full and exclusive discretionary authority to determine all questions of coverage and eligibility, methods of providing benefits and all other related matters. The Trustees have full discretionary power to interpret the provisions of this Restated Agreement and Declaration of Trust, as well as the provisions of any Plan or Plans of Benefits and any rules, regulations, or procedures created pursuant to this Restated Trust Agreement. The terms used herein and any construction or interpretation adopted by the Trustees in the exercise of this discretionary authority shall be binding upon the International Union, the Local and District Lodges, the Employers and the Employees and their families, dependents, beneficiaries and legal representatives.

Id. at Art. IV, Sec. 7 ("Construction of Agreement"). The Trust Agreement also states the following with regard to an employer's obligation to contribute to the Fund:

In order to effectuate the purpose hereof, each Employer shall contribute to the Fund the amount required by the Collective Bargaining Agreement between the Local or District Lodge of the International Association of Machinists and Aerospace Workers, or the I.A.M., and the Employer and by any other agreement or law requiring contributions to the Fund with respect to Employees described in Sections 2(b) and2(c) of Article I. The rate of contribution shall at all times be governed by the aforesaid Collective Bargaining Agreement then in force and effect and by any other such agreement to the extent that such contribution rate is consistent with the rules adopted by the Trustees and this Restated Trust Agreement.

Id. at Art. V, Sec. 1 ("Rate of Contributions") (emphasis supplied). If an employer fails to make the required contributions, it "shall be liable for liquidated damages of twenty percent (20%) of the amount due and simple interest shall be paid on all amounts due at the rate of eighteen percent (18%) per annum from the date of the delinquency until the date payment is received."¹⁰

An employer becomes a party to the Trust Agreement when it executes a copy of it, or of any part of it, or by otherwise agreeing to be bound by it. Such an employer thereby

agrees to participate in the Fund, agrees to be bound by [the] Trust Agreement, agrees to be bound by any Standard Contract Language adopted by the Trustees, irrevocably designates as its representative on the Board of Trustees the persons serving from time to time as Employer Trustees, and agrees to be bound by the action of the Trustees pursuant to this Restated Trust Agreement.

Id. at Art. V, Sec. 4 ("Default in Payment"). "Standard Contract Language" is defined as

specified language which the Trustees may require each Contributing Employer to agree to either as part of the Collective Bargaining Agreement or as part of a separate agreement. No oral or writtenmodification of the Standard Contract Language shall be binding on the Trustees. Provisions in a Collective Bargaining Agreement or other agreement which are contrary to the terms of this Trust or the Standard Contract Language are void and shall not be binding on the Trustees. No grievance procedure, settlement, or arbitration decision under a Collective Bargaining Agreement shall be binding on the Trustees.

Id. at Art. X, Sec. 2(c) ("Written Instruments") (emphasis supplied). Additionally, "[t]he continued submission of contributions to the Fund by an Employer constitutes acceptance of the terms of [the] Trust Agreement and of the Standard Contract Language despite any provisions in a...