Appeal from the United States District Court for the Northern District of Illinois, Eastern Division. No. 86 C 7815 -- James F. Holderman, Judge.
Before FLAUM and MANION, Circuit Judges, and SHARP, District Judge. *fn*
DECIDED SEPTEMBER 25, 1995
The GCIU Employer Retirement Fund ("Fund") sued the Chicago Tribune, Inc. ("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.
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. Accordingly, the Fund requested an audit of the Tribune's books and records to ensure that after July 18, 1985 the Tribune had in fact made the appropriate pension contributions for each union pressman and each replacement worker. The Tribune refused the Fund's request, prompting the Fund's trustees to file suit under ERISA to compel an audit and to collect any delinquent pension contributions. The Tribune later submitted to an audit. This audit revealed deficiencies in the Tribune's pension contributions beginning on the strike date.
Based on the results of the audit, the Fund moved for summary judgment claiming that the Tribune was delinquent in making pension contributions. In its motion, the Fund argued that even after the expiration of the 1980 CBA, the Tribune was required to make pension contributions under the 1979 Subscription Agreement. The Fund sought to recover contributions from the Tribune from July 18, 1985 to January 18, 1989 under the 1979 Subscription Agreement. *fn1 The Tribune also moved for summary judgment, arguing that it was not required to make pension contributions following the expiration of the 1980 CBA.
After two appeals, *fn2 the district court finally reached the merits of the Fund's litigation. The district court then granted the Fund summary judgment and denied the Tribune summary judgment, holding that the Tribune was responsible for making pension contributions to the Fund under the terms of the 1979 Subscription Agreement. The parties stipulated to the amount of the delinquency while reserving the right to appeal, making the ...