Ceco Concrete Construction, LLC v. Centennial State Carpenters Pension Trust
821 F.3d 1250
10th Cir.2016Background
- Ceco Concrete Construction, LLC (Ceco) was a signatory to a collective bargaining agreement requiring contributions to the Centennial State Carpenters Pension Trust (the Plan); Ceco ceased that obligation on May 1, 2010.
- Heico Holdings (Heico) owned Ceco; Heico acquired a previously separate nonunion company, CFA, on October 1, 2010. After acquisition, CFA performed the same covered construction work in Colorado that Ceco had done.
- The Plan assessed MPPAA withdrawal liability against Ceco after Ceco stopped contributing; Ceco disputed the assessment and paid provisional quarterly amounts during arbitration.
- An arbitrator found CFA was not under common control with Ceco at the time Ceco ceased contributions and awarded Ceco a refund of payments; the district court confirmed the award and denied attorney fees but awarded costs to Ceco.
- On appeal the Tenth Circuit reversed: it held MPPAA §1383(b)(2) allows a plan to assess withdrawal liability against entities that are under common control at the time covered work is resumed (or continued), not limited to entities under common control on the date contributions ceased; thus Ceco could be liable because CFA joined the common-control group and resumed covered work within five years.
Issues
| Issue | Plaintiff's Argument (Ceco) | Defendant's Argument (Plan) | Held |
|---|---|---|---|
| Whether §1383(b)(2) withdrawal liability is limited to entities under common control on the date the obligation to contribute ceased | Common control must be measured on the cessation date; only entities under control then can be liable | Common control is determined when the common-control group actually triggers withdrawal (i.e., when covered work continues or is resumed) and includes entities then under common control | Held for Plan: common-control status is determined when withdrawal is triggered (resumption/continuation), so entities that join before resumption (like CFA) can be liable |
| Whether Ceco and CFA are a single employer or alter egos under federal common law | Ceco: they are separate; not single employer or alter egos | Plan: CFA and Ceco are functionally a single employer / alter egos | Not decided on the merits — court resolved case on statutory ground and did not reach federal-common-law tests |
| Whether the arbitrator’s award refund to Ceco should be affirmed | Arbitrator and Ceco: award correct because CFA was not under common control at cessation | Plan: arbitrator erred; liability properly assessed against Ceco because common-control changed before resumption | Reversed district court confirmation of arbitrator; arbitration award not upheld because statutory interpretation allows Plan’s assessment |
| Whether Ceco is entitled to costs and attorney fees | Ceco sought costs and attorney fees after prevailing below | Plan opposed; on appeal contended Ceco no longer prevails | Held: remanded to vacate award of costs to Ceco; attorney-fee questions not reached because Ceco is not prevailing party |
Key Cases Cited
- Connolly v. PBGC, 475 U.S. 211 (statutory background on ERISA and PBGC)
- PBGC v. R.A. Gray & Co., 467 U.S. 717 (definition and purpose of withdrawal liability)
- Concrete Pipe & Products of Cal., Inc. v. Constr. Laborers Pension Trust for S. Cal., 508 U.S. 602 (ERISA and multiemployer plans context)
- Milwaukee Brewery Workers' Pension Plan v. Joseph Schlitz Brewing Co., 513 U.S. 414 (calculation timing for withdrawal liability)
- Sun Capital Partners III, LP v. New England Teamsters & Trucking Indus. Pension Fund, 724 F.3d 129 (broad application of §1301(b)(1) common-control definition)
- Cent. States, Se. & Sw. Areas Pension Fund v. CLP Venture LLC, 760 F.3d 745 (common-control joint-and-several liability)
- Corbett v. MacDonald Moving Servs., Inc., 124 F.3d 82 (common-control treated as single employer for withdrawal liability)
- Knowlton v. Teltrust Phones, Inc., 189 F.3d 1177 (single-employer federal common-law factors)
- Howard Johnson Co. v. Detroit Local Joint Executive Board, 417 U.S. 249 (alter-ego/disguised continuance doctrine)