Hop Energy, L.L.C. v. Local 553 Pension Fund, 678 F.3d 158

HOP Energy sold Madison Oil's operating assets to Approved Oil under an Asset Purchase Agreement (APA).
Madison was a union shop signatory to the 2004-07 Master CBA with Teamsters Local 553.
The Local 553 Pension Fund assessed HOP $1,204,007 in withdrawal liability after the sale.
Arbitrator held Approved had no post-sale obligation to contribute substantially the same hours of pay as HOP.
HOP challenged the liability; the district court and appellate court upheld, dissenting judge-wise on framework.
Statutory exemption at issue is 29 U.S.C. § 1384(a)(1)(A); the question is whether Approved assumed substantially the same contribution obligation.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Approved had a substantially same contribution obligation at sale	HOP: Approved stepped into HOP's shoes on hours	Local 553: Approved assumed same obligation; APA supports it	No; Approved did not have substantially the same hours obligation
Standard of review for arbitrator’s exemption ruling	De novo review preferred	Agreement to de novo review is appropriate	De novo review governs
Interpretation of 'contribution base units' vs 'rates'	Hours-based obligation should transfer	Only rate continuity may transfer; hours not guaranteed	The sale did not transfer substantially the same number of hours of pay
Extrinsic evidence to interpret the APA	Disputed intent should be considered	Unambiguous contract; extrinsic evidence not allowed	Extrinsic evidence excluded; contract deemed unambiguous

Central States, Southeast & Southwest Areas Health & Welfare Fund v. Cullum Co., Inc., 973 F.2d 1333 (7th Cir.1992) (contracts ambiguity assessed under Seventh Circuit approach; continuance of obligation at sale)
Park S. Hotel Corp. v. N.Y. Hotel Trades Council, 851 F.2d 578 (2d Cir.1988) (withdrawal liability funding and replacement obligations)
Joseph Schlitz Brewing Co. v. Milwaukee Brewery Workers' Pension Plan, 3 F.3d 994 (7th Cir.1993) (arbitrator determines contract ambiguity under MPPAA)
Cent. States, Southeast & Southwest Areas Health & Welfare Fund v. Cullum Co., Inc., 973 F.2d 1333 (7th Cir.1992) (interpretation of contribution base units; transfer of obligation)
Greenfield v. Philles Records, Inc., 98 N.Y.2d 562 (N.Y.) (unambiguous contract terms; extrinsic evidence ineffective)
Chimart Assocs. v. Paul, 66 N.Y.2d 570 (N.Y.) (extrinsic evidence cannot vary unambiguous contract terms)
United States v. Al Kassar, 660 F.3d 108 (2d Cir.2011) (statutory context; whole-act reading)
Jaspan v. Certified Indus., Inc., 645 F.Supp. 998 (E.D.N.Y.1985) (interpretation of post-sale obligations under MPPAA)
Bowers v. Andrew Weir Shipping, Ltd., 27 F.3d 800 (2d Cir.1994) (standard of review for exemptions under MPPAA)