Boland v. Cacper Construction Corp.
130 F. Supp. 3d 379
| D.D.C. | 2015Background
- Plaintiffs (trustees of two multiemployer pension funds governed by ERISA) sued Cacper Construction Corp., a New York corporation that was dissolved in 2011, and its principal Adam Kulig for unpaid contributions under collective bargaining agreements covering periods from Sept. 2012 to June 2014.
- Plaintiffs alleged Cacper failed to submit required monthly reports and contributions to the Bricklayers & Trowel Trades International Pension Fund (IPF) and the International Masonry Institute (IMI).
- Plaintiffs served both the dissolved corporation and Kulig; neither responded, and the Clerk entered default against both defendants.
- On July 16, 2015 the Court entered default judgment against Cacper for $31,367.22 but declined to enter judgment against Kulig, noting individual liability for corporate officers is not ordinarily imposed.
- Plaintiffs moved to alter the judgment, clarifying they sought to hold Kulig personally liable under New York law because he continued to act on behalf of the dissolved corporation (e.g., signing collective bargaining agreements after dissolution).
- The Court reviewed the submitted collective bargaining agreements, found Kulig had signed agreements post-dissolution, and concluded under New York law that a person acting for a dissolved corporation can be held personally liable; the Court amended judgment to enter the full $31,367.22 against Kulig.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Court may alter its July 16, 2015 judgment to add Kulig | Move under Fed. R. Civ. P. 59(e): Court misapprehended that Plaintiffs relied on post-dissolution acts, not mere officer status | No response from defendants | Court grants Rule 59(e) relief and reconsiders liability because it may correct a misapprehension of a party’s position |
| Whether Kulig is personally liable for unpaid ERISA contributions | Kulig continued to carry on Cacper’s business after dissolution and signed collective bargaining agreements, thus assuming corporate obligations | No responsive argument (default) | Court holds Kulig personally liable under New York law for obligations incurred on behalf of the dissolved corporation |
| Whether signing collective bargaining agreements post-dissolution subjects an individual to ERISA obligations | Plaintiffs: signing and doing business for a nonexistent/dissolved corporation makes the individual an "employer" under ERISA and personally liable | No defense presented | Court finds that acting on behalf of a dissolved corporation (signing agreements) creates personal liability under New York law and qualifies the person as an employer for ERISA purposes |
| Whether Plaintiffs are entitled to the full monetary relief requested | Plaintiffs: detailed evidence (declaration and payment records) supports $31,367.22 in statutory/contractual damages, interest, and fees | No defense or challenge to damages | Court awards the full $31,367.22 against Kulig (matching the judgment previously entered against Cacper) |
Key Cases Cited
- Int’l Broth. of Painters & Allied Trades Union v. George A. Kracher, Inc., 856 F.2d 1546 (D.C. Cir.) (individual corporate officers are not ordinarily liable for employer ERISA obligations)
- Flynn v. Dick Corp., 565 F. Supp. 2d 141 (D.D.C. 2008) (Rule 59(e) allows district court discretion to alter or amend judgment to correct misapprehensions)
- Lanny J. Davis & Assocs. LLC v. Republic of Equatorial Guinea, 962 F. Supp. 2d 152 (D.D.C. 2013) (two-step default judgment procedure and standards)
- Boland v. Elite Terrazzo Flooring, Inc., 763 F. Supp. 2d 64 (D.D.C. 2011) (default establishes liability for well-pleaded allegations; court must independently determine damages)
- 80-02 Leasehold, LLC v. CM Realty Holdings Corp., 999 N.Y.S.2d 158 (N.Y. App. Div.) (upon dissolution a corporation may not conduct new business; a person who acts on behalf of a dissolved corporation is personally responsible for obligations incurred)