Feinberg v. RM ACQUISITION, LLC, 629 F.3d 671

Rand McNally declared bankruptcy in 2003; the top hat plan remained unfunded and its assets were not available to pay benefits.
In 2007 Rand McNally sold all assets to RM Acquisition, LLC, with RM not assuming the plan’s liabilities and the plan remaining assetless.
Participants in the top hat plan were senior executives who could vest benefits; the plan designated Rand McNally (and successors) as administrator.
Feinberg filed suit alleging RM is the de facto plan administrator and liable for ERISA benefits under § 502(a)(1)(B) after the asset sale left Rand McNally without assets.
RM argued it did not assume liabilities and that successor liability does not apply absent substantial continuity or a fraud against creditors.
The district court dismissed for failure to state a claim; the Seventh Circuit affirmed, rejecting both § 502 and § 510 theories against RM.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether RM is liable under ERISA § 502(a)(1)(B) for nonpayment of benefits.	Feinberg asserts RM as successor owes benefits.	RM did not assume top hat liabilities and no formal or functional successor liability.	No § 502 liability because RM did not assume liabilities and no de facto administrator status.
Whether RM is liable under ERISA § 510 for interference with protected rights.	RM interfered with Feinberg's rights by purchasing assets and not honoring the plan.	RM had no involvement with the plan and did not terminate or modify it; § 510 not triggered.	No § 510 liability; sale of assets alone does not constitute interference with protected rights.
Whether the claim could proceed against the plan or Rand McNally rather than RM.	Feinberg alleged the de facto administrator could be sued; successor liability available.	The plan is assetless and Rand McNally no longer has assets; RM is the proper target.	RM is the proper defendant; successor liability not established under these facts.

EEOC v. G-K-G, Inc., 39 F.3d 740 (7th Cir. 1994) (expands liability standards for federal-claims-based successor liability)
Golden State Bottling Co. v. NLRB, 414 U.S. 168 (Supreme Court, 1973) (limits to successor liability in federal labor relations context)
Gray v. Mundelein College, 296 Ill.App.3d 795 (Ill. App. Ct. 1998) (recognizes that asset sale does not automatically transfer liabilities)
Leannais v. Cincinnati, Inc., 565 F.2d 437 (7th Cir. 1977) (principles of corporate successor liability in asset purchases)
Brandon v. Anesthesia & Pain Management Associates, Ltd., 419 F.3d 594 (7th Cir. 2005) (application of successor liability in healthcare context)
Mote v. Aetna Life Ins. Co., 502 F.3d 601 (7th Cir. 2007) (tolerates some flexibility in identifying the proper defendant when plan and administrator are ambiguous)
Kemmerer v. ICI Americas Inc., 70 F.3d 281 (3d Cir. 1995) (vesting and continuation concepts in ERISA-related claims)
Mattei v. Mattei, 126 F.3d 794 (6th Cir. 1997) (illustrates broader scope of interference with benefits under ERISA § 510)
Trustees for Alaska Laborers-Construction Industry Health & Security Fund v. Ferrell, 812 F.2d 512 (9th Cir. 1987) (recognizes broader application of ERISA § 510 in certain contexts)
G-K-G, Inc. (as cited within EEOC v. G-K-G, Inc.), 39 F.3d 740 (7th Cir. 1994) (discusses scope of § 510 applicability)