Borden, Inc. v. Bakery & Confectionery Union & Industry International Pension

974 F.2d 528, 1992 WL 212612
CourtCourt of Appeals for the Fourth Circuit
DecidedSeptember 4, 1992
DocketNos. 91-1787, 91-1788
StatusPublished
Cited by2 cases

This text of 974 F.2d 528 (Borden, Inc. v. Bakery & Confectionery Union & Industry International Pension) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fourth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Borden, Inc. v. Bakery & Confectionery Union & Industry International Pension, 974 F.2d 528, 1992 WL 212612 (4th Cir. 1992).

Opinion

OPINION

NIEMEYER, Circuit Judge:

The Multiemployer Pension Plan Amendments Act of 1980, Pub.L. No. 96-364, 94 Stat. 1208 (1980), established the “withdrawal liability” of an employer withdrawing from a multiemployer pension plan to recoup the employer’s proportional share of the plan’s present shortfall in the funding of its vested pension benefits. The narrow question presented on this appeal is wheth[529]*529er the statutorily directed method for computing an employer’s partial withdrawal liability must take into account any historical funding obligations that were attributable to the employer’s subsidiary, previously sold by the employer in compliance with 29 U.S.C. § 1384 (recognizing that a sale of assets under specified conditions transfers funding obligations to the purchaser). For the reasons hereafter given, we hold that the sale of a subsidiary satisfying the conditions of § 1384 effects a transfer of the subsidiary’s contribution history to the purchaser and removes it from further consideration in the computation of the seller’s withdrawal liability for later withdrawals. On this point, therefore, we affirm the ruling of the district court.

We are also presented with the question of whether interest may be assessed on the amount of the withdrawal liability for the plan year within which withdrawal occurs. Because we find nothing in the Act authorizing such an assessment of interest, we conclude that the assessment in this case was inappropriate and therefore reverse the district court’s decision on this point.

I

A

After conducting a long-term and detailed study of private pension plans, Congress in 1974 enacted the Employee Retirement Income Security Act (ERISA), Pub.L. No. 93-406, 88 Stat. 829 (1974), establishing a comprehensive and complex scheme for regulating such plans. Among the principal objectives of ERISA was the development of a system that would guarantee that promised benefits be paid to those workers who had met the conditions required to attain a “vested” status within the terms of the plan. See Nachman Corp. v. Pension Benefit Guaranty Corp., 446 U.S. 359, 361-62, 100 S.Ct. 1723, 1726, 64 L.Ed.2d 354 (1980). By 1980, however, it became clear to Congress that ERISA’s scheme for multiemployer plans contained some structural defects which threatened the plans’ ability to maintain and ensure funding of vested benefits. The statute lacked a mechanism to protect a multiem-ployer plan from losses occasioned by an employer-participant's decision to terminate participation in, or to withdraw from, the plan without having fully funded future claims against the plan. The difficulty was perhaps best described by the Executive Director of the Pension Benefit Guaranty Corporation in his testimony to Congress:

A key problem of ongoing multiem-ployer plans, especially in declining industries, is the problem of employer withdrawal. Employer withdrawals reduce a plan’s contribution base. This pushes the contribution rate for remaining employers to higher and higher levels in order to fund past service liabilities, including liabilities generated by employers no longer participating in the plan, so-called inherited liabilities. The rising costs may encourage — or force — further withdrawals, thereby increasing the inherited liabilities to be funded by an ever-decreasing contribution base. This vicious downward spiral may continue until it is no longer reasonable or possible for the pension plan to continue.

Pension Benefit Guarantee Corp. v. R.A. Gray & Co., 467 U.S. 717, 722 n. 2, 104 S.Ct. 2709, 2714 n. 2, 81 L.Ed.2d 601 (1984) (quoting Pension Plan Termination Insurance Issues: Hearings before the Subcommittee on Oversight of the House Committee on Ways and Means, 95th Cong., 2d Sess., 22 (1978) (statement of Matthew M. Lind)). See also McDonald v. Centra, Inc., 946 F.2d 1059, 1062 (4th Cir.1991), cert. denied, — U.S. -, 112 S.Ct. 2325, 119 L.Ed.2d 244 (1992). Thus it was perceived that the failure in ERISA to discourage or prevent the “downward spiral” of withdrawals by employers would result in the inability of the plans to fund their obligations to vested pensioners.

In response, Congress enacted the Mul-tiemployer Pension Plan Amendments Act of 1980 (MPPAA), Pub.L. No. 96-364, 94 Stat. 1208 (1980), establishing a mechanism by which an employer that decides to withdraw from a multiemployer pension plan incurs “withdrawal liability” intended to cover that employer’s share of the unfunded vested benefits in existence at the time [530]*530of withdrawal. See 29 U.S.C. §§ 1381, 1391. In essence, the method of calculating withdrawal liability applicable to this case1 aims to assign to the withdrawing employer a portion of the plan’s unfunded obligations in rough proportion to that employer’s relative participation in the plan over the last 5 to 10 years.2 As a result, an employer gains no advantage vis-a-vis the pension fund from the act of withdrawal and, in the event of a withdrawal, those employers remaining in the plan do not become responsible for funding an inordinate share of the vested benefits that will become payable.

By thus imposing liability for complete and partial withdrawals from pension plans, the MPPAA ensures that a withdrawing employer pays a proportionate share of the pension plan’s unfunded vested benefits. However, keeping in mind the ultimate goal of protecting plan integrity, in amending ERISA in 1980 Congress established other safeguards which interact with, and in some instances counteract, the effects of the withdrawal provisions. One example, relevant to this appeal, involves the application of 29 U.S.C. § 1384, which provides that no withdrawal shall occur where a participating employer undertakes a bona fide, arm’s length sale of assets to an unrelated party, if the purchaser agrees, among other conditions, to assume the seller’s obligations to contribute to the plan. See 29 U.S.C. § 1384. Section 1384 promotes plan continuity and growth- by “ame-lioratpng] the imposition of employer withdrawal liability,” see Textile Workers Pension Fund v. Standard Dye & Finishing Co., Inc., 725 F.2d 843, 853 (2d Cir.), cert. denied, 467 U.S. 1259, 104 S.Ct. 3554, 82 L.Ed.2d 856 (1984), and providing an incentive for a withdrawing employer to sell its operations to another employer that will continue to make contributions to the plan on behalf of the employees at the sold facility. For purposes of determining the § 1384 purchaser’s withdrawal liability at some time after the sale, the statute treats the purchaser “as if” it had been required to contribute to the plan in the plan year of the sale and the four preceding plan years3

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974 F.2d 528, 1992 WL 212612, Counsel Stack Legal Research, https://law.counselstack.com/opinion/borden-inc-v-bakery-confectionery-union-industry-international-ca4-1992.