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Chicago Truck Drivers, Helpers and Warehouse Workers Union (Independent) Pension Fund v. EL Paso CGP Co.

April 17, 2006


The opinion of the court was delivered by: Honorable David H. Coar


The Chicago Truck Drivers, Helpers and Warehouse Workers Union (Independent) Pension Fund and its Trustee, Jack Stewart (collectively, "Plaintiff" or the "Fund"), filed this action against Defendants El Paso CGP Company, El Paso Midwest Company, El Paso CNG Company, L.L.C., and American Natural Resources Company (collectively "Defendants")*fn1 to collect withdrawal liability payments allegedly due under the Employee Retirement Income Security Act ("ERISA"), as amended by the Multiemployer Pension Plan Amendments of 1980 ("MPPAA"), 29 U.S.C. §§1001-1461.

Before this Court are (1) Plaintiff's Motion for Summary Judgment on Count I; (2) Defendants' Motion for Summary Judgment; (3) Plaintiff's Motion to Strike Portions of Defendants' Local Rule 56.1. Statement, Defendant's Local Rule 56.1(b)(3)(B) Statement of Additional Facts, and the underlying affidavits and declarations; and (4) Defendants' Objections to the October 18, 2005 Memorandum Opinion and Order of Magistrate Judge Nan R. Nolan. For the reasons stated below, Plaintiff's motion for summary judgment on Count I is GRANTED. Defendants' motion for summary judgment is DENIED. Plaintiff's motion to strike is GRANTED. Defendants' objections to the magistrate judge's order are OVERRULED.


Summary judgment is appropriate if "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c)). A genuine issue of material fact exists only if there is sufficient evidence for a reasonable jury to return a verdict for the nonmoving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). The movant bears the burden of establishing that no genuine issue of material fact exists. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). If the movant meets this burden, the non-movant must set forth specific facts (a "scintilla of evidence" is insufficient) demonstrating that there is a genuine issue for trial. Fed. R. Civ. P. 56(e); Anderson, 477 U.S. at 252. See also Celotex, 477 U.S. at 324. When reviewing a motion for summary judgment, the court must view the facts in the light most favorable to the nonmoving party and draw all reasonable inferences in that party's favor. See Schuster v. Lucent Technologies, Inc., 327 F.3d 569, 573 (7th Cir. 2003).

Where, as here, both parties have moved for summary judgment, each movant must individually satisfy the requirements of Rule 56. The Court considers the merits of each cross-motion separately and draws all reasonable inferences and resolves all factual uncertainties against the party whose motion is under consideration. See e.g., Contreras v. City of Chicago, 920 F. Supp. 1370, 1387 (N.D. Ill.1996).


Under ERISA and the MPPAA, an employer that ceases to contribute to a multiemployer pension plan is still liable for its share of vested, unfunded benefits. 29 U.S.C. §§ 1381(a), 1383. This rule protects other employers in the plan from having to pay for those benefits. Accordingly, the pension fund must determine the amount of the withdrawing employer's liability and so notify the employer. 29 U.S.C. § 1382(1)-(2). All disputes between the employer and the pension fund concerning this determination must be resolved through arbitration. 29 U.S.C. § 1401(a)(1). If the employer fails to initiate arbitration by the statutory deadline, the amount demanded by the pension fund is deemed to be due and owing. 29 U.S.C. § 1401(b)(1).

Two additional facts about ERISA are relevant to the instant case. First, ERISA treats employees of trades or businesses that are under common control as a single "employer." 29 U.S.C. § 1301(b)(1). Second, if a business engages in a transaction (e.g., shifts its assets) to avoid being treated as an employer under ERISA and thereby avoid withdrawal liability, liability will be determined and collected anyway, without regard to the transaction. 29 U.S.C. § 1392(c).


A. The Parties

Plaintiff Fund is a multiemployer pension plan within the meaning of ERISA, 29 U.S.C. §§ 1002(37), 1301(a)(3). Various employers contribute to the Fund pursuant to negotiated collective bargaining agreements ("CBAs") between the employers and the Chicago Truck Drivers, Helpers and Warehouse Workers' Union (Independent) ("Union"). Income from the contributions is used to provide pension benefits to participants and beneficiaries, and to pay the Fund's administrative expenses.

Defendants are, for the most part, successors to corporations that will be discussed below. Defendants' various name changes occurred after the events complained of here. Specifically, Defendant El Paso CGP Company was until January 30, 2001, the Coastal Corporation ("Coastal"). Defendant El Paso CNG Company, L.L.C. (formerly El Paso CNG Company) was until April 15, 2001, Coastal Natural Gas Company ("Coastal Natural"). Defendant El Paso Midwest Company is the product of an October 31, 2002 merger with ANRFS Holdings, Inc. ("ANRFS Holdings"). The final defendant, American Natural Resources Company ("ANRC"), has not changed its name or merged into another corporation.

B. Before and After the Merger

ANR Freight System, Inc. ("ANR Freight") was an employer as defined by ERISA. On or about April 3, 1995, ANR Freight entered into a CBA with the Union that required ANR Freight to contribute to the Plaintiff Fund for employees who performed work covered by the CBA.

At that time, Costal was the direct or indirect owner of 100% of the stock of Coastal Natural, ANRC, ANFRS Holdings, and ANR Freight (Defendants' predecessor corporations, as explained above). Specifically, Coastal was the sole stockholder of Coastal Natural, which was the sole stockholder of ANRC, which was the sole stockholder of ANRFS Holdings, which was the sole stockholder of ANR Freight. Thus, Coastal, Coastal Natural, ANRC, ANRFS Holdings, and ANR Freight, and all other trades or businesses under common control with them (collectively "the Coastal Controlled Group"), constituted a single employer within the meaning of ERISA, 29 U.S.C. § 1301(b)(1).

One or more individuals ("Shareholders") owned 100% of the stock of a separate company, Advance Transportation Company ("ATC").

On November 3, 1995, that company-ATC-merged with and into ANR Freight.*fn4

ANR Freight was the surviving corporation in the Merger. Effective upon the merger, ANR Freight changed its name to ANR Advance Transportation Company, Inc. ("ANR Advance Transportation").*fn5 Without any colorable basis, Defendants dispute that, following the merger, ANR Advance Transportation Company (f/k/a ANR Freight) continued to contribute to the Fund, pursuant to the same CBA and for the same employee bargaining-unit, for approximately three years.

C. The Fund's Request for Withdrawal Liability Payments

On February 2, 1999, an involuntary Chapter 11 bankruptcy petition was filed against ANR Advance Transportation. The bankruptcy was converted to Chapter 7 in March 1999.

Meanwhile, the Fund had determined that on or about December 8, 1998, ANR Advance Transportation permanently ceased making contributions to the Fund. Accordingly, on June 3, 1999, the Fund filed a Proof of Claim in ANR Advance Transportation's bankruptcy proceedings for withdrawal liability in the amount of $1,747,610.30. Defendants El Paso CGP Company, El Paso Midwest Company, ANRC, and El Paso CNG ...

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