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GCIU-Employer Retirement Fund v. Quad Graphics, Inc.

United States District Court, C.D. California

May 8, 2017

GCIU-EMPLOYER RETIREMENT FUND and BOARD OF TRUSTEES OF THE GCIU-EMPLOYER RETIREMENT FUND, Plaintiffs,
v.
QUAD/GRAPHICS, INC., Defendant.

          ORDER GRANTING PLAINTIFFS' MOTION FOR PARTIAL SUMMARY JUDGMENT [56], DENYING IN PART DEFENDANT'S MOTION FOR SUMMARY JUDGMENT [63], AND DISMISSING CERTAIN CLAIMS

          OTIS D. WRIGHT, II UNITED STATES DISTRICT JUDGE.

         I. INTRODUCTION

         Plaintiffs GCIU-Employer Retirement Fund and Board of Trustees of the GCIU-Employer Retirement Fund (collectively “Fund”) bring this action against Defendant Quad/Graphics, Inc. (“Quad”) under the Employee Retirement Income Security Act of 1974 (“ERISA”). The Fund alleges that Quad failed to make interim payments on a withdrawal liability assessment, that Quad failed to make certain pension plan contributions, and that Quad failed to comply with a statutory request for documents. The Fund moves for partial summary judgment on its claim for interim payments, and Quad moves for summary judgment on the entire action. For the reasons discussed below, the Court GRANTS the Fund's Motion and DENIES IN PART Quad's Motion.[1] (ECF No. 56, 63.) In addition, the Court sua sponte DISMISSES portions of the Fund's claims.

         II. BACKGROUND

         The Fund is a multiemployer pension plan within the meaning of ERISA. (Fund SUF 2, ECF No. 67-1; Quad SUF 23, ECF No. 73-1.) Quad was previously obligated under several collective bargaining agreements to contribute to the Fund on behalf of the employees at its facilities in Versailles, Kentucky; Dickson, Tennessee; Waukee, Iowa; and Fernley, Nevada. (Fund SUF 3; Quad SUF 4-5.) In December 2010, employees at the Versailles facility voted to decertify the union that previously negotiated its collective bargaining agreement with Quad, thereby voiding the collective bargaining agreement entirely. (See Fund SUF 4.) This, in turn, cut off Quad's obligation to contribute to the Fund for the Versailles facility. (See Quad SUF 6; Fund SUF 4.) In 2011, Quad also ceased contributing to the Fund for the Dickson, Waukee, and Fernley facilities. (Quad SUF 7, 9.) On April 15, 2011, the Fund began auditing Quad's employment records all four facilities. (Quad SUF 25.) The audit did not reveal any “discrepancies” in Quad's contributions. (Coates Decl. ¶ 4, ECF No. 73-3.)[2]

         The Fund assessed liability for a 2010 partial withdrawal for the Versailles facility and a 2011 complete withdrawal for Quad's other facilities (including Dickson, Waukee, and Fernley), and demanded payment on both assessments. (Quad SUF 7-9; Fund SUF 5.) Quad disputed the Fund's 2010 assessment, and the parties arbitrated the dispute. (Quad SUF 10-12; Fund SUF 6.) In the meantime, Quad made interim payments on both assessments. In May 2015, the arbitrator issued an “interim award” vacating the Fund's 2010 partial withdrawal assessment. (Quad SUF 13.) In July 2015, Quad ceased making interim payments on that assessment, arguing that the interim award was actually a “final decision” under 29 U.S.C. § 1401(d). (See Quad SUF 13; Fund SUF 7.) The Fund demanded that Quad continue making payments, but Quad refused. (Fund SUF 8.)

         In September 2015, the Fund requested that the arbitrator clarify whether the May 2015 interim award was final or nonfinal. (Req. for Judicial Notice (“RJN”), Ex. 2, ECF No. 22.)[3] The arbitrator confirmed that the May 2015 award reflected his “intended but nonfinal resolution” of the 2010 partial withdrawal liability issue, and that the purpose of this interim/non-final designation was in part “to avoid the implication that [he] ha[d] lost some of [his] authority under functus officio principles to reconsider the pertinent nonfinal decision.” (Id.) The arbitrator then reiterated that the award was “not intended . . . [to] be regarded as final . . . pursuant to ERISA.” (Id.) The arbitrator also declined Quad's subsequent request to convert the May 2015 award into a partial final award. (RJN, Exs. 3-4; see also Procedural Order No. 11, Arbitration Record at 69-70, GCIU-Employer Retirement Fund v. Quad/Graphics, Inc., Case No. 2:16-cv-03391-ODW (AFM), ECF No. 21-2.)

         In November 2015, the Fund sent a request for information to Quad under 29 U.S.C. § 1399(a), seeking information relating to vacation time pay at the four facilities. (Quad SUF 34.) Quad refused to provide any such information, reasoning that it was no longer an “employer” under ERISA and thus no longer obligated to comply with such requests. (See Quad SUF 35.)

         On January 6, 2016, the Fund filed this action against Quad. (ECF No. 1.) The Fund asserted two claims: (1) failure to make interim payments on the 2010 withdrawal liability assessment; and (2) underpayment of vacation time contributions at the four facilities.[4] (Id.) Quad moved to dismiss the Fund's complaint, arguing in part that the arbitrator's May 2015 interim award actually constituted a final decision and thus cutoff Quad's obligation to continue making interim payments. (ECF No. 18.) The Court denied that portion of Quad's motion, concluding that the interim award did not constitute a final award until the arbitrator designated it as a final award. (Order at 7-9, ECF No. 32.)

         On May 17, 2016, the arbitrator issued his final award on the entire arbitration proceedings, which adopted in full his prior decision to vacate the 2010 partial withdrawal assessment. (Quad SUF 19.) Both parties immediately filed civil actions in this Court to affirm and/or vacate the arbitrator's decision, and both parties subsequently moved to affirm and/or vacate opposing portions of the award. (See generally GCIU-Employer Retirement Fund v. Quad/Graphics, Inc., Case No. 2:16-cv-03391-ODW (AFM); Quad/Graphics, Inc. v. GCIU-Employer Retirement Fund, Case No. 2:16-cv-3418-ODW (AFM).) While those motions were under submission, both Quad and the Fund filed their respective motions for summary judgment in this action, which the Court also took under submission without oral argument. (ECF Nos. 56, 63, 81.) The Court subsequently issued an order affirming in part and vacating in part the arbitrator's final award. (Order, GCIU-Employer Retirement Fund, Case No. 2:16-cv-03391-ODW (AFM), ECF No. 40.) In particular, the Court concluded that Quad had withdrawn from the Fund in 2010 rather than 2011, and thus reversed the arbitrator's decision vacating the 2010 partial withdrawal assessment. (Id. at 8-13.)

         Both Quad's motion for summary judgment and the Fund's motion for partial summary judgment in this action are now before the Court for decision.

         III. LEGAL STANDARD

         A court “shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). Courts must view the facts and draw reasonable inferences in the light most favorable to the nonmoving party. Scott v. Harris, 550 U.S. 372, 378 (2007). A disputed fact is “material” where the resolution of that fact might affect the outcome of the suit under the governing law, and the dispute is “genuine” where “the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1968). Conclusory or speculative testimony in affidavits is insufficient to raise genuine issues of fact and defeat summary judgment. Thornhill's Publ'g Co. v. GTE Corp., 594 F.2d 730, 738 (9th Cir. 1979). Moreover, though the court may not weigh conflicting evidence or make credibility determinations, there must be more than a mere scintilla of contradictory evidence to survive summary judgment. Addisu v. Fred Meyer, 198 F.3d 1130, 1134 (9th Cir. 2000). Where the moving and nonmoving parties' versions of events differ, courts are required to view the facts and draw reasonable inferences in the light most favorable to the nonmoving party. Scott, 550 U.S. at 378.

         IV. DISCUSSION

         The Fund asserts three claims in this lawsuit: (1) failure to make interim payments on the 2010 partial withdrawal assessment; (2) underpayment of vacation time contributions at Quad's four facilities; (3) failure to comply with the Fund's request for information under 29 U.S.C. § 1399(a).[5] The Fund moves for summary judgment on the first claim only; Quad moves for summary judgment on all claims. The Court addresses each claim in turn.

         A. Interim Payments

         The Fund seeks a determination that Quad is liable for failing to make eleven interim payments on the 2010 partial withdrawal assessment between July 2015 (just after the arbitrator issued the interim award) and May 2016 (when the arbitrator issued the final award), and also seeks a determination of the amount of Quad's liability. Quad argues that it was not required to make interim payments after the arbitrator issued the interim award, that in any event it would be inequitable to require Quad to make interim payments, and that the Fund erroneously calculated the amount of Quad's liability. The Court addresses each issue in turn.

         If an employer disputes a withdrawal liability assessment issued by a multiemployer pension plan, the employer must arbitrate the dispute with the plan. 29 U.S.C. § 1401(a)(1). However, the employer must make interim payments on the assessment at least until the arbitrator issues a “final decision” on the dispute. 29 U.S.C. §§ 1399(c)(2), 1401(d). If the employer fails to do so, the plan may file a civil action to collect or compel the interim payments. 29 U.S.C. § 1451(d); see also, e.g., Lads Trucking Co. v. Bd. of Trs. of W. Conference of Teamsters Pension Trust Fund, 777 F.2d 1371, 1375 (9th Cir. 1985); Trs. of Amalgamated Ins. Fund v. Geltman Indus., Inc., 784 F.2d 926, 932 (9th Cir. 1986); Debreceni v. Merchs. Terminal Corp., 889 F.2d 1, 6 (1st Cir. 1989) (“[T]he MPPAA empowers a court to order the making of interim withdrawal payments forthwith, notwithstanding the pendency of arbitration of a fund's withdrawal claim.”).

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