Teamsters Pension Trust Fund of Philadelphia & Vicinity v. Littlejohn

• Decision Date: 26 August 1998
• Docket Number: No. 115,A,No. 97-1856,115,97-1856
• Citation: 155 F.3d 206
• Parties: 159 L.R.R.M. (BNA) 2078, 136 Lab.Cas. P 10,229, Pens. Plan Guide (CCH) P 23945W TEAMSTERS PENSION TRUST FUND OF PHILADELPHIA & VICINITY; William J. Einhorn v. Silas LITTLEJOHN; Teamsters Local Unionppellant.
• Court: U.S. Court of Appeals — Third Circuit

Page 206

155 F.3d 206

159 L.R.R.M. (BNA) 2078, 136 Lab.Cas. P 10,229,

Pens. Plan Guide (CCH) P 23945W

TEAMSTERS PENSION TRUST FUND OF PHILADELPHIA & VICINITY;

William J. Einhorn v. Silas LITTLEJOHN; Teamsters Local Union No. 115, Appellant.

No. 97-1856.

United States Court of Appeals, Third Circuit.

Argued July 20, 1998.

Decided Aug. 26, 1998.

Walter H. DeTreux, III (argued), Philadelphia, PA, for Appellant.

Frank C. Sabatino (argued), Schnader, Harrison, Segal & Lewis, Philadelphia, PA, for Appellees.

Coram: STAPLETON, ROSENN, Circuit Judges and RESTANI, Court of International Trade. ^*

OPINION OF THE COURT

ROSENN, Circuit Judge.

This appeal presents an unusual question pertaining to the liability of a surviving unincorporated local union after merger with it by another unincorporated local union for a debt of the latter. The district court held that pre-merger notice of the debt owed by the non-surviving local was not required and that the surviving local union was liable for the debt. The surviving local timely appealed. We affirm.

I.

The facts of this case are undisputed. Teamsters Local 513 was a labor union which represented certain employees in the Philadelphia metropolitan area for purposes of collective bargaining. In September 1991, the members of Local 513 voted to merge into another local union, Teamsters Local Union No. 115. The merger became effective in early February 1992. Both of the local unions were unincorporated associations. On June 12, 1978, Silas Littlejohn began working for Local Union No. 513 as an office employee. He left this job in early February 1992.

As an employee of Local 513, Littlejohn was covered by the Teamsters Pension Trust Fund of Philadelphia & Vicinity (the "Pension Fund"), the Plaintiff/Appellee. All participating local unions were required to make contributions to the Pension Fund on behalf of their own employees. In spite of this obligation, Local 513 did not make any contributions to the Pension Fund on Littlejohn's behalf. On December 7, 1992, Littlejohn applied for and was denied a pension by the Pension Fund because it had not received any contributions in his behalf. Littlejohn appealed the Fund's decision. The Fund held a hearing, but did not render a decision on the appeal. Having never received contributions on Littlejohn's behalf, the Pension Fund requested past contributions from Local 115. Local 115 denied liability for Local 513's failure to pay the pension contributions. Local 115 took the position that it had never employed Littlejohn, had no knowledge of Local 513's failure to make the pension contributions, and, therefore, Local 115 should not be liable for the contributions that Local 513 was required to make to the Pension Fund.

Instead of rendering a decision on Littlejohn's appeal, in December 1995, the Pension Fund and the Fund's administrator, William Einhorn, filed a complaint in the United States District Court for the Eastern District of Pennsylvania against Local 115 and Littlejohn. In its complaint, the Pension Fund sought a declaration either that Littlejohn did not participate in the pension plan and, thus, was not eligible for pension benefits, or that Local 115 was responsible for delinquent contributions that should have been paid to the Pension Fund on Littlejohn's behalf by Local 513. The Pension Fund also requested, contingent on a finding that Local 115 was responsible for the delinquent contributions, a determination that Local 115 was liable for interest, attorneys' fees, liquidated damages, and costs.

The parties filed cross-motions for summary judgment. The district court granted the Pension Fund's motion finding that Littlejohn was entitled to pension benefits and that Local 115 was required to pay the contributions to the Pension Fund that were improperly unpaid by Local 513.

II.

The Pension Fund is governed by the federal Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. §§ 1001-1461. ERISA covers the Fund because it is a private pension Fund established by both employers engaged in commerce and employee organizations representing employees engaged in commerce. See 29 U.S.C. §§ 1002(2)(A)(I), 1003(a)(3). Pursuant to ERISA, a claim like the one in this case--essentially to recover employer contributions owed to an employee pension plan--must be brought in a federal district court. See 29 U.S.C. § 1132(e)(1); Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 54, 107 S.Ct. 1549, 95 L.Ed.2d 39 (1987). Hence, the district court had subject-matter jurisdiction of the Fund's lawsuit pursuant to 29 U.S.C. § 1132(e)(1) and 28 U.S.C. § 1331. In light of this independent basis for federal jurisdiction, the Pension Fund's invocation of the Declaratory Judgment Act, see 28 U.S.C. § 2201, is proper. See Skelly Oil Co. v. Phillips Petroleum Co., 339 U.S. 667, 671, 70 S.Ct. 876, 94 L.Ed. 1194 (1950); Terra Nova Ins. Co., Ltd. v. 900 Bar, Inc., 887 F.2d 1213, 1217 n. 2 (3d Cir.1989).

This court has appellate jurisdiction, pursuant to 28 U.S.C. § 1291, because the district court entered final judgment against Local 115. We exercise plenary review of the district court's resolution of the parties' cross-motions for summary judgment. See Fornarotto v. American Waterworks Co., Inc., 144 F.3d 276, 278 n. 3 (3d Cir.1998).

III.

Local 115 argues that it is not liable for the unpaid pension contributions because it did not have notice of the existence of the delinquency at the time that it merged with Local 513. Local 115 relies primarily on Golden State Bottling Co., Inc. v. National Labor Rel. Bd., 414 U.S. 168, 94 S.Ct. 414, 38 L.Ed.2d 388 (1973), which stands for the proposition that a purchaser of a business, which continues the operations of that business with notice that the predecessor has committed an unfair labor practice, is liable for the damages caused by the unfair labor practice. See also Upholsterers' Union Pension Fund v. Artistic Furniture of Pontiac, 920 F.2d 1323, 1329 (7th Cir.1990). The Pension Fund counters that, under well-settled and long-standing principles of corporate liability, the surviving entity of a merger is liable for all of the debts of the predecessor entity regardless of whether the survivor had pre-merger notice of the debt. See John Wiley & Sons, Inc. v. Livingston, 376 U.S. 543, 550 n. 3, 84 S.Ct. 909, 11 L.Ed.2d 898 (1964); 15 William M. Fletcher et al., Fletcher Cyclopedia of the Law of Private Corporations § 7121, at 226-27 (rev. ed.1990).

It is well established that ERISA displaces all state law purporting to relate to private pension plans. See McGurl v. Trucking Employees Welfare Fund, 124 F.3d 471, 476 (3d Cir.1997). The statute, however, does not address many of the issues which arise in the normal course of the administration of such plans. Relevant to this case, it does not set forth principles governing successor liability. In a situation where the statute does not provide explicit instructions, it is well settled that Congress intended that the federal courts would fill in the gaps by developing, in light of reason, experience, and common sense, a federal common law of rights and obligations imposed by the statute. See, e.g., Varity Corp. v. Howe, 516 U.S. 489, 497, 116 S.Ct. 1065, 134 L.Ed.2d 130 (1996); Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 110-11, 109 S.Ct. 948, 103 L.Ed.2d 80 (1989); Franchise Tax Bd. of California v. Construction Laborers Vacation Trust for Southern California, 463 U.S. 1, 24 n. 26, 103 S.Ct. 2841, 77 L.Ed.2d 420 (1983).

Of course, the federal common law must be developed with ERISA's policy goals in mind. One of the reasons Congress enacted ERISA was to protect plan participants and their beneficiaries. See 29 U.S.C. § 1001(b) (declaration of policies); see also Matinchek v. John Alden Life Ins. Co., 93 F.3d 96, 99 (3d Cir.1996). In developing the federal common law, the federal courts have properly looked to state law for guidance. See McGurl, 124 F.3d at 481. Nonetheless, it is important that the federal courts, in formulating the common-law rules, do not strictly adhere to a single state's law at the expense of reason, experience, or common sense, or of furthering the policies of ERISA. Cf. Ream v. Frey, 107 F.3d 147, 154 (3d Cir.1997) (while state trust law provides source of rules for ERISA, it is no more than a guide or starting point for developing common law rules for welfare plans).

The parties spend much time arguing over the application of several cases which describe the development and construction of corporate successorship in the federal labor law context. Specifically, the United States Supreme Court has considered whether an employer's purchase of a business binds the purchaser to abide by a collective bargaining agreement between a union and the predecessor. See, e.g., Golden State Bottling Co., 414 U.S. at 180, 185, 94 S.Ct. 414. In that case, the Court has held that successor liability is broader when the obligation involved is a collective bargaining agreement than it would be when an ordinary debt is involved. Id. at 182-83 n. 5, 94 S.Ct. 414. In other cases, the Court has stated that an employer may be bound by the collective bargaining agreement of the predecessor as long as it had notice of the obligation and continued the operations of the predecessor even if the succeeding corporation purchased the assets of the old company and did not actually merge with it. Id. at 180-85, 94 S.Ct. 414; see also Howard Johnson Co., Inc. v. Detroit Local Jt. Exec. Bd., 417 U.S. 249, 257, 94 S.Ct. 2236, 41 L.Ed.2d 46 (1974); Livingston, 376 U.S. at 549-51, 84 S.Ct. 909 (surviving company in merger bound to arbitrate grievance with union under terms of collective bargaining agreement signed by predecessor). Those cases are somewhat distinguishable because they dealt with the application of labor law concepts and the terms of a collective bargaining agreement to a corporation other than the signatory to the...