The opinion of the court was delivered by: JOHN W. DARRAH, District Judge
MEMORANDUM OPINION AND ORDER
Plaintiff, Central States, Southeast and Southwest Area Pension
Fund, a multiemployer pension plan, pursuant to §§ 3(37) and
4001(a)(3) of ERISA, 29 U.S.C. §§ 1002(37) and 1301(a)(3), filed
suit against Defendant, Schilli Corporation, parent of a
wholly-owned subsidiary corporation employer who contributed to
the plan. The Multiemployer Pension Plan Amendments Act provides
that when an employer withdraws from a multiemployer pension
plan, it must pay a "withdrawal liability" in an amount
approximately equal to the employer's proportionate share of the
pension plan's unfunded vested benefits. 29 U.S.C. § 1381. A
pension plan's unfunded vested benefits are computed by taking
the difference between the present value of a pension plan's
assets and the present value of the benefits the pension plan
will be obligated to pay in the future. 29 U.S.C. § 1391.
A withdrawal can occur in one of two ways. An employer can
effect a complete withdrawal from a pension plan by completely
ceasing to make contributions to the plan on behalf of their employees. 29 U.S.C. § 1383. An employer can make
a partial withdrawal by reducing their obligations to their plan.
29 U.S.C. § 1385.
After an employer is assessed withdrawal liability by a pension
plan, the employer may ask the plan to review the assessment.
29 U.S.C. § 1399(b)(2). If the employer is not satisfied with the
review, it may initiate arbitration challenging the withdrawal
liability assessment. 29 U.S.C. § 1401(a)(1). After the
arbitration proceedings, any party can seek to enforce, vacate,
or modify the arbitrator's decision by filing an action in
federal court. 29 U.S.C. § 1401(b)(2).
In this case, an arbitrator found that Defendant had not
incurred a partial withdrawal from Plaintiffs' pension fund in
1997 and that Defendant should have only been assessed fees for a
complete withdrawal in 1998. Thereafter, Plaintiffs filed suit,
seeking to vacate the arbitrator's decision. Defendant filed a
counterclaim, seeking to modify the arbitrator's award by
correcting the omission of principal and interest owed to
Defendant. Presently before the Court are cross-motions for
Summary judgment is appropriate when no genuine issue of
material fact exists and the moving party is entitled to judgment
as a matter of law. Fed.R.Civ.P. 56(c); Cincinnati Ins. Co. v.
Flanders Elec. Motor Serv., Inc., 40 F.3d 146, 150 (7th Cir.
1994). "One of the principal purposes of the summary judgment
rule is to isolate and dispose of factually unsupported claims or
defenses. . . ." Celotex Corp. v. Catrett, 477 U.S. 317, 323
(1986). Thus, although the moving party on a motion for summary
judgment is responsible for demonstrating to the court why there
is no genuine issue of material fact, the non-moving party must
go beyond the face of the pleadings, affidavits, depositions,
answers to interrogatories, and admissions on file to
demonstrate, through specific evidence, that a genuine issue of
material fact exists and to show that a rational jury could return a verdict in the non-moving
party's favor. Celotex, 477 U.S. at 322-27; Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 254-56 (1986); Matsushita
Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586-87
(1986); Waldridge v. American Hoechst Corp., 24 F.3d 918, 923
(7th Cir. 1994).
Disputed facts are material when they might affect the outcome
of the suit. First Ind. Bank v. Baker, 957 F.2d 506, 507-08
(7th Cir. 1992). When reviewing a motion for summary judgment, a
court must view all inferences to be drawn from the facts in the
light most favorable to the opposing party. Anderson,
477 U.S. at 247-48; Popovits v. Circuit City Stores, Inc., 185 F.3d 726,
731 (7th Cir. 1999).
An arbitrator's legal conclusions are reviewed de novo.
Central States, S.E. & S.W. Areas Pension Fund v. Midwest Motor
Express, Inc., 181 F.3d 799, 805 (7th Cir. 1999) (Midwest
Motor). An arbitrator's factual findings and application of law
to fact are reviewed under the clearly erroneous standard.
Midwest Motor, 181 F.3d at 804-05.
The undisputed facts, for the purposes of these motions, are
taken from the parties' Local Rule 56.1(a) & (b) statements of
material facts and exhibits ("Pl.'s 56.1" and "Def's 56.1.").
Plaintiffs are a multiemployer pension fund, within the meaning
of the Employee Retirement Income Security Act, which is funded
by contributions from participating employers. Def.'s 56.1 ¶¶ 1,
6. Defendant owns a number of subsidiaries, including the
employer, Truck Transport, Inc., which is obligated to contribute
to the pension fund. Def.'s 56.1 ¶ 8.
The employer and a union were parties to a collective
bargaining agreement. Pl.'s 56.1 ¶ 14. Thereafter, the employer
and the union entered into a Participation Agreement that
required Truck Transport to make pension contributions on behalf of
certain employees. Pl.'s 56.1 ¶ 15; Def.'s 56.1 ¶ 15. The
Participation Agreement provided:
This Agreement shall continue in full force and
effect until such time as the Employer notifies the
Fund(s) by certified mail (with a copy to the Local
Union) that the Employer is no longer under a legal
duty to make contributions to the Fund(s). The
Employer shall set forth in the required written
notice to the Fund(s) the specific basis upon which
the Employer is relying in terminating its obligation
to make contributions to the Fund(s). The Employer
expressly agrees and hereby acknowledges by signing
this Agreement that its obligation to make
contributions to the Fund(s) shall continue until the
above-mentioned written notice is received by the
Fund(s) and the Trustees acknowledge the Employer's
termination in writing.
Pl.'s 56.1 ¶ 17.
Plaintiffs became bound by the Participation Agreement after
Plaintiffs' trustees approved and accepted the agreement's terms
in writing on January 18-19, 1988. Def.'s Attachment C, Ex. B, ¶
15; Def.'s Attachment E, Ex. 8. Plaintiffs communicated its
acceptance of Defendant's participation in the pension fund by
way of letter. Def.'s Attachment E, Ex. 8.
On November 21, 1997, the employees represented by the union
voted to decertify the union as the employees' bargaining
representative. Pl.'s 56.1 ¶ 25. After the decertification, the
employer continued to submit contributions to the pension fund
for approximately two more months, until 1998. Pl.'s 56.1 ¶¶ 28,
33. The employer, though, did not inform Plaintiffs of ...