Holland v. ACL Transp. Servs., LLC

• Decision Date: 26 July 2011
• Docket Number: Civil Action No. 11–515 (JDB).
• Citation: 815 F.Supp.2d 46
• Parties: Michael H. HOLLAND, et al., as Trustees of the United Mine Workers of America 1974 Pension Trust, Plaintiffs,andUnited Mine Workers of America, Intervenor–Plaintiff, v. ACL TRANSPORTATION SERVICES, LLC, Defendant.
• Court: U.S. District Court — District of Columbia

815 F.Supp.2d 46

Michael H. HOLLAND, et al., as Trustees of the United Mine Workers of America 1974 Pension Trust, Plaintiffs,andUnited Mine Workers of America, Intervenor–Plaintiff,

v.ACL TRANSPORTATION SERVICES, LLC, Defendant.

Civil Action No. 11–515 (JDB).

United States District Court, District of Columbia.

July 26, 2011.

Julia Penny Clark, Bredhoff & Kaiser, P.L.L.C., Washington, DC, Jonathan Sokolow, Larry D. Newsome, Umwa Health & Retirement Funds, Washington, DC, Joshua B. Shiffrin, Bredhoff & Kaiser, PLLC, Washington, DC, for Plaintiffs.

Deborah Stern, Arthur Rodgers Traynor, III, United Mine Workers of America, Triangle, VA, for Intervenor–Plaintiff.

Stanley Joseph Brown, Hogan Lovells U.S. LLP, New York, NY, Christine Michalopoulos Burke, Hogan Lovells, McLean, VA, for Defendant.

MEMORANDUM OPINION

JOHN D. BATES, District Judge.

On March 10, 2011, the Trustees of the United Mine Workers of America 1974 Pension Trust (“Trustees” or “plaintiffs”), brought this suit under the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq. (“ERISA”), and the Labor Management Relations Act, 29 U.S.C. § 141 et seq. (“LMRA”), seeking “delinquent contributions due and owing” to the United Mine Workers of America 1974 Pension Trust (“Trust”) from defendant ACL Transportation Services, LLC (“ACLTS” or “defendant”). Compl. [Docket Entry 1] ¶ 1. According to the Trustees, ACLTS has failed to make contributions to the Trust as required by the Evergreen Clause in the Trust's governing documents, which has been incorporated by reference into ACLTS's collective bargaining agreements with the United Mine Workers of America (“UMWA”). Id. ¶¶ 1–2, 12. ACLTS defends on the ground that it has, in fact, fulfilled its obligation to contribute to the Trust, but that this obligation ceased upon expiration of its 2008 collective bargaining agreement with UMWA (“2008 CBA”), which allegedly occurred on March 16, 2011. See Def.'s Mot. to Dismiss, or in the Alternative, to Stay, or Transfer Pls.' Compl. (“Def.'s Mot.”) [Docket Entry 3] at 3. ACLTS now seeks to withdraw permanently from participation in the Trust, subject to any withdrawal liability imposed by ERISA. See id. at 3–5. To that end, ACLTS commenced a separate action against the 1974 Pension Plan, its Trustees, and UMWA in the Eastern District of Missouri on March 18, 2011, seeking a declaratory judgment that it is not obligated to make contributions to the Trust in perpetuity. See id. at 5; Def.'s Mot., Ex. 6 (“Missouri Compl.”) ¶ 2.

On April 26, 2011, this Court granted UMWA leave to intervene, and UMWA filed a complaint as an intervenor-plaintiff, asserting the same claims raised by the Trustees against ACLTS. See Intervenor Compl. [Docket Entry 10] ¶¶ 1, 10, 12, 15. Presently before the Court are ACLTS's motions to dismiss the Trustees' complaint for lack of subject matter jurisdiction, and to dismiss UMWA's complaint for failure to state a claim upon which relief can be granted. See Def.'s Mot. at 6–7; Def.'s Mot. to Dismiss, or in the Alternative, to Stay or Transfer Intervenor Pl.'s Compl. (“Def.'s Mot. to Dismiss”) at 4–6. ACLTS maintains that plaintiffs' claims are moot and that UMWA's complaint raises issues identical to those in the action that ACLTS filed against UMWA in Missouri. Id. In the alternative, ACLTS has moved to either stay this action pending the decision of the Eastern District of Missouri, or to transfer this action to the Eastern District of Missouri. Def.'s Mot. at 1; Def.'s Mot. to Dismiss at 1. Since the filing of these motions, the related action in the Eastern District of Missouri has been transferred to this Court and consolidated with plaintiffs' case. See Notice of Transfer [Docket Entry 18]; 7/15/11 Order [Docket Entry 20]. Accordingly, and for the reasons explained below, the Court will deny ACLTS's motion to dismiss, stay, or transfer as to both the Trustees' and UMWA's complaints.

BACKGROUND

For many years, UMWA has negotiated collective bargaining agreements (“CBAs”) with ACLTS on behalf of UMWA members employed at ACLTS's facility in St. Louis, Missouri. See Def.'s Mot. at 2; Missouri Compl. ¶¶ 24–26. Defendant's business operations at its St. Louis facility consist of rail-to-barge coal storage and transloading along the Mississippi River. Def.'s Mot. at 2. In accordance with the parties' agreements, defendant has participated in the UMWA 1974 Pension Plan (“Plan”) and Trust since 1981, contributing to the pension fund on behalf of its eligible employees. Missouri Compl. ¶ 24. The Trust, which has been effective since 1974, is a continuation of a benefit program established under the UMWA Welfare and Retirement Fund of 1950, and is intended to “provid[e] benefits to retired coal miners and their dependents through a pension plan known as the United Mine Workers of America 1974 Pension Plan.” Compl. ¶ 10. Employers participating in the Plan and Trust operate across the country in states with coal deposits as well as in states in which coal is processed or transported. Pls.' Opp'n to Def.'s Mot. (“Pls.' Opp'n”) [Docket Entry 7] at 21. The Trust is administered by plaintiffs in Washington, D.C. Compl. ¶ 6.

ACLTS is not, and has never been, a member of the Bituminous Coal Association (“BCOA”). Def.'s Mot. at 2; Missouri Compl. ¶ 14. However, ACLTS's CBAs with UMWA, due to its participation in the Trust, have long been structured to incorporate the terms of the National Bituminous Coal Workers Agreement (“NBCWA”)—an agreement negotiated by UMWA and BCOA on behalf of employers in the bituminous coal industry. Compl. ¶ 12; Pls.' Opp'n at 2; Missouri Compl. ¶ 25. Each NBCWA sets the rate at which employers participating in the Trust are required to contribute to the fund on behalf of the qualifying workers they employ. Compl. ¶ 11. In 1978, the terms of the Trust were amended during the course of negotiations between BCOA and UMWA to include a clause known as the Evergreen Clause. Id.; Pls.' Opp'n at 18. The Evergreen Clause binds participating employers to contribute to the Trust as prescribed by the prevailing NBCWA, regardless of whether the employer is a signatory to the NBCWA. Compl. ¶ 11. Specifically, the Evergreen Clause provides that

[a]ny Employer who employed any participant eligible for coverage under, or who received or receives benefits under, the 1974 Pension Plan, or any Employer who was or is required to make, or who has made or makes contributions to the 1974 Pension Plan and Trust, is obligated and required to comply with the terms and conditions of the 1974 Pension Plan and Trust ... including ... making contributions required under the National Bituminous Coal Wage Agreement of 1978 ... and any successor agreements thereto.

Id.

Up until the 2008 CBA, the agreements between ACLTS and UMWA had incorporated the terms of the Trust by reference. Missouri Compl. ¶ 25. But in July 2008, representatives from ACLTS and UMWA convened in St. Louis, Missouri to negotiate a new collective bargaining agreement, which did not explicitly incorporate the terms of the Trust. Compl. ¶ 14; Def.'s Mot. at 3. The 2008 CBA did, however, require ACLTS to continue contributing to the Trust at the rate established in the prevailing NBCWA, which at the time was the 2007 NBCWA. Compl. ¶¶ 14–15; Missouri Compl. ¶ 28. In anticipation of the impending expiration of the 2008 CBA on December 31, 2010, ACLTS and UMWA met in December 2010 to begin negotiating a new CBA. Def.'s Mot. at 3. On December 22, 2010, the parties entered into a Contract Extension Agreement, under which they agreed to abide by the terms of the 2008 CBA “until a new agreement [wa]s reached or ... [e]ither party ... terminate[d] the agreement by providing thirty (30) days written notice.” Id.; see also Def.'s Mot., Ex. 3.

On February 14, 2011, ACLTS notified the Trustees of its intention to terminate the 2008 CBA, explaining that its continued participation in the Trust would cause “severe harm” to its business interests. Def.'s Mot. at 3, 5. In light of the 30–day notification requirement, ACLTS considered the 2008 CBA to have expired on March 16, 2011 (and with it, ACLTS's obligation to continue contributing to the Trust). Id. at 3. ACLTS therefore stopped making contributions to the Trust. See id. at 4. The Trustees responded by initiating this action on March 10, 2011, alleging that, pursuant to the Evergreen Clause, ACLTS is still obligated to make payments to the Trust at the rates set forth in the 2007 NBCWA. See Compl. Eight days later, ACLTS initiated its own suit in the Eastern District of Missouri, seeking a declaratory judgment that it is not required to contribute to the Trust in perpetuity. Missouri Compl. ¶ 2.

At some point in March 2011, ACLTS learned that it had failed to make payments to the Trust for the months of January and February 2011, as required by the parties' extension of the 2008 CBA. Def.'s Mot. at 3–4. ACLTS then proceeded to fulfill its payment obligations through March 16, 2011, the date on which it deemed the 2008 CBA to have expired. Id. In addition to making these payments, ACLTS offered to pay any interest accrued and requested that plaintiffs dismiss their suit. Id. at 5; id., Exs. 4–5. ACLTS also expressed its willingness to pay the withdrawal liability imposed by ERISA in order to withdraw from participation in the Trust. Def.'s Mot. at 5.

On April 26, 2011, UMWA filed its intervenor complaint in this case, seeking “injunctive and other relief requiring Defendant to comply with its contractual obligations to the United Mine Workers 1974 Pension Plan and Trust, as required by a series of consecutive collective bargaining agreements entered into between [ACLTS] and the UMWA and by the express terms of the 1974 Pension Plan and Trust incorporated by reference therein.” Intervenor Compl. ¶ 1. Then, on June 28, 2011, the Eastern District of Missouri ordered the transfer of ACLTS's suit to this District, on the ground...