Americold Logistics LLC v. New Eng. Teamsters & Trucking Indus. Pension Fund

• Decision Date: 31 January 2023
• Docket Number: Civil Action 22-cv-11018-ADB
• Court: U.S. District Court — District of Massachusetts
• Parties: AMERICOLD LOGISTICS, LLC, Plaintiff, v. NEW ENGLAND TEAMSTERS & TRUCKING INDUSTRY PENSION FUND, et al., Defendants.

AMERICOLD LOGISTICS, LLC, Plaintiff,
v.
NEW ENGLAND TEAMSTERS & TRUCKING INDUSTRY PENSION FUND, et al., Defendants.

Civil Action No. 22-cv-11018-ADB

United States District Court, D. Massachusetts

January 31, 2023

MEMORANDUM AND ORDER GRANTING DEFENDANTS' MOTION TO DISMISS

ALLISON D. BURROUGHS, U.S. DISTRICT JUDGE

Plaintiff Americold Logistics, LLC (“Americold”) brings statutory and common law claims against Defendant New England Teamsters & Trucking Industry Pension Fund (“Pension Fund”), International Brotherhood of Teamsters Local 25 (“Local 25”), and International Brotherhood of Teamsters Local 42 (“Local 42”) (collectively, “Defendants”) related to agreements signed by the parties concerning withdrawal liability under the Employment Retirement Income Security Act of 1974 (“ERISA”), as amended by the Multiemployer Pension Plan Amendments Act of 1980 (“MPPAA”). Currently before the Court is Defendants' motion to dismiss Americold's complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). [ECF No. 8]. For the following reasons, the motion is GRANTED.

I. BACKGROUND

The following facts are taken primarily from the complaint, [ECF No. 1 (“Compl.”)], the factual allegations of which are assumed to be true when considering a motion to dismiss, Ruivo v. Wells Fargo Bank, N.A., 766 F.3d 87, 90 (1st Cir. 2014). As it may on a motion to dismiss,

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the Court has also considered “documents incorporated by reference in [the complaint], matters of public record, and other matters susceptible to judicial notice.” Giragosian v. Ryan, 547 F.3d 59, 65 (1st Cir. 2008) (alteration in original) (quoting In re Colonial Mortg. Bankers Corp., 324 F.3d 12, 20 (1st Cir. 2003)).

Americold is a Delaware limited liability company with operations in Massachusetts. [Compl. ¶¶ 6, 11 (pp. 4-5)].^[1] The Pension Fund is a multiemployer pension fund as defined by ERISA, 29 U.S.C. § 1301(a)(3). [Id. ¶ 7]. Local 25 and Local 42 are both labor organizations, each with a principal place of business in Boston, Massachusetts. [Id. ¶¶ 8-9]. Americold has participated in the Pension Fund under two Collective Bargaining Agreements (“CBAs”), one with Local 25, covering Americold's operations in Boston, Massachusetts, and one with Local 42, covering its operations in Gloucester, Massachusetts, since at least late 2017. [Id. ¶¶ 1-2, 11-12 (pp. 4-5)].

In 2011, with approval from the Pension Benefit Guaranty Corporation, the federal agency created by ERISA, the Pension Fund amended its plan document to adopt a “two-pool” method for determining an employer's liability for withdrawing from the Pension Fund. [Compl. ¶¶ 13, 15]; see 29 U.S.C. § 1302. Pursuant to the “two-pool” method, existing employers would remain subject to the Pension Fund's original method of calculating withdrawal liability (the “Legacy Plan”), under which employers were liable for their proportionate share of the Pension Fund's total unfunded vested benefits over a twenty-year period. [Compl. ¶¶ 2, 14]. New employers, on the other hand, would not have liability for unfunded vested benefits that accrued before they entered the Pension Fund (the “Alternative Plan”). [Id. ¶¶ 2, 13]. Additionally,

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under the amendment, existing employers could withdraw from the Legacy Plan and re-enter the newly created Alternative Plan, allowing them to pay a discounted amount for their withdrawal liability over a longer period of time (thirty years), without interest, in addition to contributions under the terms of their CBAs. [Id. ¶¶ 2, 16]. As outlined in the Pension Plan's model agreement, if these employers later withdrew, they would owe larger monthly payments to account for the difference between their “actual withdrawal liability” and “deemed withdrawal liability under the agreement.” [Id. ¶ 17].

On October 18, 2017, the parties entered into agreements executing Americold's exit from the Legacy Plan and re-entry into the Alternative Plan. [Compl. ¶¶ 2, 22]. Americold and the Pension Fund signed two sets of agreements, one with Local 25 and one with Local 42, each consisting of a withdrawal agreement (the “Withdrawal Agreements”) and a re-entry agreement (the “Re-entry Agreements”) (collectively, the “Agreements”). [Id. ¶ 22]. The Agreements used terms defined in ERISA provisions, including “employer,” “complete withdrawal,” and “partial withdrawal,” and did not include alternative definitions for those terms. [Id. ¶ 18 (citing 29 U.S.C. §§ 3(5), (9), 1301(b)(1), 1383(a), 1385(a))].

In the Withdrawal Agreement with Local 25, Americold agreed to make 360 monthly payments of $6,460 towards its withdrawal liability, for a total of $2,325,600 over thirty years, assuming it did not “withdraw[] from the so-called Alternative Plan.” [Compl. ¶¶ 23-24; ECF No. 1-5 (“Local 25 Withdrawal Agreement”) ¶ 7]. If Americold “withdr[e]w[] from the so-called Alternative Plan,” Americold would make larger monthly payments towards a larger total, $3,838,386, over twenty years (or 240 months). [Compl. ¶¶ 23-24; Local 25 Withdrawal Agreement ¶ 7]. The Withdrawal Agreement did not specify the amount of the increased payment, but stated that:

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[R]emaining monthly payments . . . that have yet to be paid at the time of withdrawal from the so-called Alternative Plan shall be increased on a monthly basis in an amount commencing on the first day of the first monthly payment date following the withdrawal from the so-called Alternative Plan by the Employer . . . in order to make certain that entire amount of withdrawal liability of $3,838,386 is fully paid within two hundred and forty (240) months from November 1, 2017.

[Local 25 Withdrawal Agreement ¶ 7]. The Withdrawal Agreement also stated that “Employer” (defined as Americold) “withdrew from the Pension Fund in a complete withdrawal within the meaning of ERISA §4203[,]” and “[t]he Pension Fund and the Employer agree that this Paragraph 4 constitutes the notification to the Employer of its withdrawal liability and schedule for liability payments, and the demand for payment in accordance with the...