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Freight Drivers & Helpers Local Union No. 557 Pension Fund v. Penske Logistics LLC

United States Court of Appeals, Fourth Circuit

April 21, 2015

FREIGHT DRIVERS AND HELPERS LOCAL UNION NO. 557 PENSION FUND, Plaintiff - Appellant,
v.
PENSKE LOGISTICS LLC; PENSKE TRUCK LEASING CO., L.P., Defendants - Appellees

Argued January 27, 2015

Appeal from the United States District Court for the District of Maryland, at Baltimore. (1:12-cv-02376-ELH). Ellen L. Hollander, District Judge.

ARGUED:

Corey Smith Bott, ABATO, RUBENSTEIN & ABATO, PA, Baltimore, Maryland, for Appellant.

David R. Levin, DRINKER BIDDLE & REATH LLP, Washington, D.C., for Appellees.

ON BRIEF:

Paul D. Starr, ABATO, RUBENSTEIN & ABATO, PA, Baltimore, Maryland, for Appellant.

Brian A. Coleman, Washington, D.C., Mark E. Furlane, DRINKER BIDDLE & REATH LLP, Chicago, Illinois, for Appellees.

Before NIEMEYER, THACKER, and HARRIS, Circuit Judges. Judge Niemeyer wrote the opinion, in which Judge Thacker and Judge Harris joined.

OPINION

Page 211

NIEMEYER, Circuit Judge

This appeal raises the question of how a party to an arbitration proceeding under the Multiemployer Pension Plan Amendments Act of 1980 (" MPPAA" ), Pub. L. No. 96-364, 94 Stat. 1208 (codified as amended in scattered sections of 26 and 29 U.S.C.), can obtain review of the arbitration order, as provided in 29 U.S.C. § 1401(b)(2). Specifically, we must determine whether § 1401(b)(2) and § 1451 require the dissatisfied party to commence a civil action in a district court by filing a complaint, or whether § 1401(b)(3) requires the dissatisfied party to file an application for review of the arbitration order by filing a motion, as provided in the Federal Arbitration Act (" FAA" ), 9 U.S.C. § § 1-16. The distinction between the two procedures is critical to the outcome of this appeal.

Freight Drivers and Helpers Local Union No. 557 Pension Fund (the " Pension Fund" ), a multiemployer pension plan, commenced this action under § 1401(b)(2) by filing a complaint. The Pension Fund seeks to vacate or modify an arbitration order, entered pursuant to § 1401(a)(1),

Page 212

which rejected the Pension Fund's assessment of withdrawal liability with respect to two participating employers. When the district court granted the participating employers' motion to dismiss with leave to file an amended complaint, the Pension Fund filed an amended complaint, which, it argued, related back to the filing date of the original complaint under Federal Rule of Civil Procedure 15(c). Thereafter, however, the district court granted the employers' second motion to dismiss, ruling that the Pension Fund could challenge the arbitration award only by filing a motion to vacate or modify, as provided under the FAA, 9 U.S.C. § 6 (providing that " [a]ny application to the court hereunder shall be made and heard in the manner provided by law for the making and hearing of motions" ). The court thereupon treated the Pension Fund's amended complaint as a motion and dismissed it, concluding that it was untimely under § 1401(b)(2) because, unlike an amended complaint, a motion cannot " relate back" under Rule 15. In addition, because the court treated the amended complaint as a motion, it found the motion deficient under District of Maryland Local Rule 105, which requires a motion to be supported by a memorandum setting forth the reasoning and authorities for the motion.

On appeal, we conclude that commencing an action by filing a complaint is the appropriate procedure for seeking review of an arbitration award entered pursuant to § 1401(a) and that the amended complaint in this case related back to the filing date of the original complaint, thus rendering it timely. Accordingly, we reverse the district court's order of dismissal and remand for further proceedings as a civil action.[*]

I

During the period from 2001 to 2004, Penske Truck Leasing Co., L.P., engaged in several transactions by which it ultimately transferred ownership of its subsidiary, Leaseway Motorcar Transport Company, to a third party, in which Penske Truck Leasing apparently retained a minority ownership interest. As a result of the restructuring, Penske Truck Leasing took the position that it and Leaseway were no longer under " common control," as that term is used in the Employee Retirement Income Security Act of 1974 (" ERISA" ), 29 U.S.C. § 1301(b)(1). Thereafter, Leaseway ceased making contributions to the Pension Fund, and the Fund responded by assessing withdrawal liability against Penske Truck Leasing and the Penske Logistics Group LLC, an affiliated company, (collectively the " Penske companies" ). When neither Penske Truck Leasing nor Penske Logistics satisfied the Pension Fund's requests for withdrawal liability, the parties submitted the dispute to arbitration, as mandated by § 1401(a)(1).

The parties to the arbitration proceeding were " Penske Logistics LLC [and] Penske Truck Leasing Co., L.P.," on the one side and " Freight Drivers & Helpers Local Union No. 557 Pension Fund" on the other, and the arbitrator never suggested that the parties to the proceeding were not the appropriate parties. The arbitrator dismissed the Pension Fund's claim for the imposition of withdrawal liability in an order dated July 13, 2012, concluding that the Penske companies were not liable for withdrawal payments because the Pension

Page 213

Fund was exempt as " a trucking industry fund as that term is described in [29 U.S.C. § 1383(d)]."

The Pension Fund, as the dissatisfied party to the arbitration proceeding, commenced this action on August 9, 2012, to vacate or modify the arbitrator's order, alleging that the arbitrator erred as a matter of law in applying the trucking industry exemption. The Pension Fund captioned its complaint " Freight Drivers and Helpers Local Union No. 557 Pension Fund, by its Trustee, William Alexander," versus " Penske Logistics LLC [and] Penske Truck Leasing Co., L.P."

The Penske companies filed a motion to dismiss the complaint, arguing that because the Pension Fund sued " by its Trustee, William Alexander," instead of by its Joint Board of Trustees (consisting of four trustees), the Pension Fund did not have standing to sue under § 1401(b)(2). The district court granted the motion and gave the Pension Fund 21 days within which to file an amended complaint to correct the deficiency.

It is significant that in reaching its decision, the district court analyzed the MPPAA's procedures for judicial review of an arbitration award as requiring the commencement of a civil action. Explaining the procedures, the court stated that " [j]udicial review of the arbitrator's decision is available to 'any party thereto,'" as indicated by the title to § 1401(b)(2), by filing a " 'civil action subsequent to arbitration award.'" (Quoting § 1401(b)(2)). The court summarized, " As indicated, an action under 29 U.S.C. § 1401(b)(2) must be brought 'in accordance with' 29 U.S.C. § 1451, titled 'Civil actions.'" Further on in its analysis, the court applied the rules applicable to complaints, indicating that a court may " consider documents attached to the complaint, as well as those attached to the motion to dismiss, so long as they are integral to the complaint and authentic." (Quoting Philips v. Pitt Cnty. Mem'l Hosp., 572 F.3d 176, 180 (4th Cir. 2009)). In determining who the proper party plaintiff would be in any such action, the court explained the relationship between § 1401(b)(2) and § 1451. It stated, " [Section 1451] pertains to the manner in which the § 1401(b)(2) action is initiated, i.e., the how. In other words, § 1401(b)(2) incorporates the procedural requirements set forth in § 1451, such as the provisions governing venue and service of process. See id. § 1451(d), (g)." Reiterating the policy for such a civil action, as described in Bd. of Trs. v. BES Servs., 469 F.3d 369, 373-74 (4th Cir. 2006), the district court related how Congress intended to adopt a stream-lined process that required " arbitration, with judicial review." (Emphasis added). The Court stated in conclusion, " For the foregoing reasons, I will grant defendants' Motion to Dismiss, without prejudice, and with leave to amend. Specifically, plaintiff may amend the Complaint provided that the Board of Trustees file[] suit on behalf of the Fund." (Emphasis added). The court gave the Pension Fund 21 days within which to file its amended complaint.

As authorized by the district court, the Pension Fund filed its amended complaint within 21 days, naming as plaintiff " Freight Drivers and Helpers Local Union No. 557 Pension Fund, by its Plan Sponsor, The Joint Board of Trustees."

The Penske companies again filed a motion to dismiss the amended complaint, this time arguing that a party challenging an MPPAA arbitration order must do so by filing a motion in accordance with the FAA, rather than by filing a complaint. They argued further that if the district court ...


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