Plumbers & Steamfitters Local No. 150 Pension Fund v. Vertex Construction Co.

932 F.2d 1443
CourtCourt of Appeals for the Eleventh Circuit
DecidedJune 10, 1991
DocketNo. 90-8033
StatusPublished
Cited by4 cases

This text of 932 F.2d 1443 (Plumbers & Steamfitters Local No. 150 Pension Fund v. Vertex Construction Co.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Eleventh Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Plumbers & Steamfitters Local No. 150 Pension Fund v. Vertex Construction Co., 932 F.2d 1443 (11th Cir. 1991).

Opinion

KRAVITCH, Circuit Judge:

Trustees of the Plumbers and Steamfitters Local No. 150 Pension Fund (the “Pension Fund”) and the Plumbers and Steamfitters Local No. 150 Health and Welfare Fund (the “Health and Welfare Fund”) (collectively the “Funds”) sought relief in the district court against Vertex Construction Company, Inc. The Funds requested that the court order Vertex to comply with a demand by the Funds to audit several of Vertex’s business records in order to ensure that Vertex was complying with its obligations under a collective bargaining agreement to contribute to the Funds on behalf of Vertex’s union employees. Vertex refused to produce certain documents, arguing that it was not contractually bound to produce the documents and that the documents contained confidential business [1442]*1442information. The district court granted summary judgment in favor of the Funds, ordering Vertex to produce the disputed documents, subject to several restrictions designed to protect Vertex’s privacy. We affirm.

I. Background

The Pension Fund and the Health and Welfare Fund are trusts created in 1966 for the purpose of providing benefits to union employees whose employers make contributions to the Funds. Each trust was created pursuant to an Agreement and Declaration of Trust. The Funds are administered by six trustees, three chosen by the employer contributors to the Funds, and three chosen by the union. Each Agreement and Declaration of Trust is amended from time to time. The relevant documents in this case are the Amended Agreement and Declaration of Trust for each fund, effective January 1, 1983. (R. 7A-6). Because the pertinent provisions of each Amended Agreement and Declaration of Trust are substantially the same, the remainder of this opinion will refer to the two agreements collectively as the “Amended Agreements.”

The Amended Agreements have several provisions relevant to the issues before us. The Amended Agreements define a “Collective Bargaining Agreement” as “any Collective Bargaining Agreement existing between the Employer and the Union which provides for contributions into this Trust Fund_” (R. 7A, Exhibit B at 4). An “Employer” under the Amended Agreements is any firm that

is bound by the Collective Bargaining Agreement with said Union and in accordance therewith agrees to participate in and contribute to the Trust Fund herein created and provided for. Any Employer who contributes to the Trust Fund created hereunder shall, by the act of contributing, become a party to this Agreement whether or not any such contributing Employer has signed this Agreement or a counterpart thereof.

(R. 7A, Exhibit B at 3). The Amended Agreements give broad powers to the trustees. They state:

RIGHT OF ACCESS
The Trustees or any authorized agent or representative of the Trustees shall have the right at all reasonable times during business hours to enter upon the premises of any Employer obligated to contribute to the Trust Fund and to examine and copy such books, records, papers and reports of said Employer as may be necessary to determine whether said Employer is making full payment to the Trustees of the amount required by the Collective Bargaining Agreement with said Employer.

(R. 7A, Exhibit B at 8). In addition to the right of access, the trustees also have a number of other powers, including the right to demand and collect payments to the funds owed by employers, the full and exclusive right to determine all questions concerning coverage and eligibility under the funds, the right to amend the Amended Agreements at any time, and the right to take legal action on behalf of the funds. (R. 7A, Exhibit B at 8, 17, 31, 33).

In December 1986, Vertex entered into a collective bargaining agreement with the Plumbers and Steamfitters Local Union No. 150. This collective bargaining agreement is the only relevant document in the record signed by Vertex. The collective bargaining agreement specified a number of wage and labor conditions to be used when Vertex employed members of the union. Article Six of the agreement was entitled “Rate of Wages” and specified the wage rates for particular classifications of workers. According to the rate of wages section, employees were to receive cash wages, plus contributions into four funds, entitled “H & W,” “Local Pension,” “National Pension,” and “Apprentice Fund.” Incorporated in the rate of wages section of the agreement is a section entitled “National Pension Fund.” This section describes the employer’s obligations to make payments to the “National Pension Fund,” and states in relevant part:

The Employer, by signing the Standard Form of Participation Agreement, or by [1443]*1443signing a Collective Bargaining Agreement providing for participation in the Plumbers and Pipefitters National Pension Fund, agrees to be bound by all of the terms and conditions of the Restated Agreement and Declaration of Trust. Any Employer so adopting the Restated Agreement and Declaration of Trust thereby ratifies, accepts and designates as its representatives the Employer Trustees and successor Employer Trustees to adopt amendments to the Restated Agreement and Declaration of Trust. The Employer hereby acknowledges receipt of a copy of the Restated Agreement and Declaration of Trust in effect when this Agreement is signed.
[T]he Trustees shall have the authority to have a qualified representative audit the payroll and wage records of the Employer for the purpose of determining the accuracy of contributions to the Pension Fund.

(R. 7A, Exhibit C at 5) (emphasis added). Although the above provisions mention the Restated Agreement and Declaration of Trust of the national pension fund, neither the Amended Agreement and Declaration of Trust of the local Pension Fund nor the Amended Agreement and Declaration of Trust of the Health and Welfare Fund is ever mentioned in the collective bargaining agreement.

In 1988, the trustees of the Funds authorized Wade Stevenson & Co., P.C. to conduct an audit of certain Vertex records in order to determine whether Vertex was making all of its required contributions to the Funds. The Funds’ administrative manager wrote Vertex and explained that the auditor would need access to the following records: (1) all employees’ earning cards; (2) quarterly federal withholding tax returns; (3) payroll journals; (4) cancelled payroll checks; (5) personnel records; (6) employees’ time cards; (7) contribution reports submitted to the Funds; and (8) cash disbursements journals. (R. 7C, Exhibit A). At that time, Vertex did not object to any of the items on this list. When the auditor arrived at Vertex’s offices several months later, however, the Vertex bookkeeper, acting on instructions from James Williams, Vertex’s President, informed the auditor that he could not have access to cash disbursements records and certain other records. The auditor therefore aborted the audit. Counsel for the Funds then sent a letter1 to Vertex demanding access to the records requested in the earlier letter. Vertex claimed that cash disbursements were not covered in the collective bargaining agreement, thus Vertex would not provide these records.

The Funds filed a complaint in district court, basing subject matter jurisdiction on the Employee Retirement Income Security Act (ERISA).

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Bluebook (online)
932 F.2d 1443, Counsel Stack Legal Research, https://law.counselstack.com/opinion/plumbers-steamfitters-local-no-150-pension-fund-v-vertex-construction-ca11-1991.