66 F.3d 862 (7th Cir. 1995), 95-1065, GCIU Employer Retirement Fund v. Chicago Tribune Co.

Docket Nº:95-1065.
Citation:66 F.3d 862
Party Name:GCIU EMPLOYER RETIREMENT FUND, Plaintiff-Appellee, v. CHICAGO TRIBUNE COMPANY, Defendant-Appellant.
Case Date:September 25, 1995
Court:United States Courts of Appeals, Court of Appeals for the Seventh Circuit
 
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66 F.3d 862 (7th Cir. 1995)

GCIU EMPLOYER RETIREMENT FUND, Plaintiff-Appellee,

v.

CHICAGO TRIBUNE COMPANY, Defendant-Appellant.

No. 95-1065.

United States Court of Appeals, Seventh Circuit

September 25, 1995

Argued May 18, 1995.

Rehearing and Suggestion for Rehearing En Banc Denied Nov. 28, 1995.

Charles Orlove, David S. Allen (argued), Jacobs, Burns, Sugarman, Orlove & Stanton, Chicago, IL, for GCIU Employer Retirement Fund.

R. Clay Bennett, Keck, Mahin & Cate, Chicago, IL, Alan L. Marx (argued), Patrick M. Thomas, King & Ballow, Nashville, TN, for Chicago Tribune Company.

Before FLAUM and MANION, Circuit Judges, and SHARP, District Judge. [*]

MANION, Circuit Judge.

The GCIU Employer Retirement Fund ("Fund") sued the Chicago Tribune, Inc.

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("Tribune") pursuant to section 502(a)(3) of ERISA seeking an audit of the Tribune's payroll and records, and seeking collection of any delinquent pension contributions that an audit might reveal. Following a complicated procedural history, which included two prior appeals to this court, the district court granted the Fund summary judgment and denied the Tribune summary judgment, holding the Tribune was liable for delinquent pension contributions. The Tribune appeals. We reverse.

I. Background

Since the earlier 1920's, the Tribune has entered into Collective Bargaining Agreements ("CBAs") with its employees. In addition to these CBAs, on January 17, 1979 the Tribune entered into a Pension Subscription Agreement with its employees' union, the Chicago Web Printing Pressmen's Union ("Union"). The terms of the 1979 Pension Subscription Agreement required the Tribune to "contribute monthly to the IP & GCU-Employer Retirement Fund the sum of $2.70 per straight-time shift worked for Journeymen and $1.89 per straight-time shift worked for Apprentices and Junior Pressmen for each employee in the collective bargaining unit represented by the Union."

A little over a year later, on February 29, 1980, the Tribune and the Union entered into a new CBA ("1980 CBA"). The 1980 CBA addressed numerous employment issues, including the Tribune's duty to contribute to the employees' pension fund ("Fund"). Specifically, Section 20 of the 1980 CBA required the Tribune to make pension contributions to the Fund at the same level as that set forth in the Subscription Agreement, namely $2.70 per straight-time shift worked for Journeymen and $1.89 per straight-time shift worked for Apprentices and Junior Pressmen. Section 20 of the 1980 CBA also defined the term "straight-time," which was left undefined by the 1979 Subscription Agreement. Additionally, Section 22A of the 1980 CBA established a Benefits Committee which was responsible for determining appropriate increases in the pension contribution rates. The 1979 Subscription Agreement had not provided for increases in the pension contribution rates. The 1980 CBA also contained an integration clause which provided:

SECTION 46. It is mutually agreed that this contract, the Job Security Lists, the letter from the Association to the Union dated February 29, 1980, and the Supplementary Agreement between the parties dated February 29, 1980 shall constitute the entire agreement between the parties.

Following the execution of the 1980 CBA, the Tribune made contributions to the Fund at the initial rates established by the 1980 CBA of $2.70 and $1.89. On April 3, 1980 and April 3, 1981, pursuant to section 22A of the 1980 CBA, the Benefits Committee raised the contribution rates, the last increase setting monthly pension contributions rates at $6.00 per straight-time shift for Journeymen and $4.20 per straight-time shift for Apprentices and Junior Pressmen. The Tribune then contributed to the Pension Fund at these higher rates established pursuant to section 22A.

On April 2, 1985, the 1980 CBA expired. At that time the Tribune and the Union had not yet entered into a new collective bargaining agreement. The Tribune nonetheless continued to make pension contributions to the Fund during contract negotiations. The parties, however, were unable to negotiate a new contract and the deadlock eventually ended in a strike on July 18, 1985. Approximately 100 employees represented by the Union continued to work for the Tribune during the strike and replacement workers filled the remaining vacancies. The Tribune continued to make pension contributions to the Fund on behalf of the non-striking workers. During this time, however, the Union came to believe that the Tribune's contributions were insufficient to cover its obligations...

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