relevant events are as follows: In 1991, Crown and the union reached an impasse in the course of negotiating a new collective bargaining agreement. Defendant Papale, unsatisfied with Crown's bargaining, apparently informed the Fund Defendants that the union no longer represented Crown's employees. As a result, the Fund Defendants informed Crown that, since it had effectively withdrawn from the pension fund by separating from the union, Crown had incurred a "withdrawal liability" of over $ 600,000, pursuant to the Multiemployer Pension Plan Amendments Act ("MPPAA"). (The relevant MPPAA provisions, 29 U.S.C. § 1381(a)(1), 1392(a), require employers withdrawing from pension funds to pay for all unfunded vested benefits of their employees.) Crown made several payments and then instituted this lawsuit, simultaneously initiating an arbitration proceeding to determine the validity of the withdrawal liability.
B. Nature of Case
In the instant action, Crown alleges that the imposition of "withdrawal liability" was improper, and also claims that the Union Defendants and Fund Defendants illegally conspired to use the threat of "withdrawal liability" as a bargaining chip in labor negotiations. There are five counts in Crown's complaint:
Count One challenges the imposition of the withdrawal liability, on the basis that Crown should have been shielded by MPPAA § 1398(2), which bars liability where a labor dispute is the cause of the withdrawal.
Counts Two through Five are all brought under federal common law pursuant to the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq. ("ERISA"). In Count Two, Crown alleges that the Union Defendants breached their common law duty under ERISA by using withdrawal liability as a bargaining chip. In Count Three, Crown alleges that the Fund Defendants breached the same duty by conspiring with the union and by failing to investigate Crown's claim that a labor dispute led to the withdrawal (and thus shielded Crown from liability).
In Count Four, Crown alleges that the Union Defendants committed an injurious falsehood, in that the union claimed to cease representing Crown's employees only to trigger the withdrawal liability and had no intention of permanently cutting its ties with Crown.
Finally, in Count Five, Crown alleges that the Union Defendants' actions constituted an interference with an advantageous relationship between Crown and the pension fund.
C. Motions Before Court
As noted above, there are two motions before the court. The Union Defendants move to dismiss or for summary judgment. The Fund Defendants move to dismiss, for summary judgment, or to stay proceedings until arbitration is completed. The issues underlying these respective motions are analogous for the most part. Combined, there are four issues before the Court:
1. MPPAA Arbitration. The Defendants argue that the MPPAA requires that all disputes relating to withdrawal liability be arbitrated prior to the initiation of an action in court. This argument directly applies only to Count One, but indirectly affects Counts Two through Five as well.
2. NLRA Preemption. The Defendants argue that Plaintiff's claims are arguably related to Sections 7 and 8 of the National Labor Relations Act ("NLRA"), which govern bargaining tactics in labor negotiations, and are therefore subject to the exclusive jurisdiction of the National Labor Relations Board ("NLRB").
3. Federal Common Law. Defendants make the general argument that ERISA is not intended to create common law remedies for employers suing non-fiduciaries, and that the comprehensive nature of ERISA creates a presumption against allowing separate common law remedies. Defendants then make specific challenges to Counts Two through Five, arguing that Crown has failed to state a claim or, alternatively, has provided insufficient evidence to survive summary judgment.
4. Personal Jurisdiction Over Defendant Papale. The Union Defendants argue that this Court does not have personal jurisdiction over Carmen Papale as an individual, but only as an agent of the union.
These arguments and Plaintiff's responses thereto are respectively addressed below.
A. MPPAA Arbitration
The first issue to be addressed is whether Plaintiff's first count is preempted by the MPPAA and thus must be arbitrated before any action may proceed in this Court.
As Defendants point out in their briefs, § 1401(a) of the MPPAA requires arbitration for all disputes concerning a determination made under §§ 1381-99. The obligation to pay withdrawal liability--which arises when an employer prematurely ceases to have an obligation to contribute to a multiemployer pension plan--is codified at § 1381(a)(1) and § 1392(a). Limited exceptions apply to this general rule, one of which shields employers from withdrawal liability where the employer has "suspended contributions during a labor dispute involving its employees." 29 U.S.C. § 1398 (2). As the provisions governing withdrawal liability and the labor dispute exception--together comprising the core of Plaintiff's first count--both fall within §§ 1381-99, Defendants contend that the count is preempted.
Plaintiff contends, on the contrary, that arbitration is only required where "technical" assessments, e.g. challenges to calculations made pursuant to §§ 1381-99, are at issue. Carl Colteryahn Dairy, Inc., v. Western Pa. Teamsters & Employers Pension Fund, 847 F.2d 113, 118-19 (3d Cir. 1988), cert. denied, 488 U.S. 1041, 102 L. Ed. 2d 989, 109 S. Ct. 865 (1989). According to Plaintiff, such a determination is not present here; the core question, Crown argues, is much more basic: whether Defendants improperly used ERISA withdrawal liability to coerce Plaintiff into kowtowing to the union's demands.
Plaintiff additionally argues that the remedies available through arbitration are insufficient to redress their alleged injuries that resulted from the imposition of withdrawal liability.
The Court finds Plaintiff's arguments unconvincing in regard to its first count. While Counts Two through Five involve non-technical factors external to §§ 1381-99, Count One does not. The core issue in that count, rather, is the propriety of imposing withdrawal liability on Plaintiff in light of the arguable fact that a labor dispute existed at the time fund payments ceased. This is a technical question and within the province of the § 1401 arbitration requirement. The Colteryahn court expressly provided that certain
sections between 1381 and 1399 deal with employers who only contributed to a plan for a temporary period; suspensions of contributions during labor disputes; actuarial assumptions; and various exceptions. All of these are technical provisions.
847 F.2d at 118 n. 8.
Nor is Plaintiff entitled to bypass arbitration under a recognized exception for issues solely involving statutory interpretation and devoid of factual disputes. See New York Teamsters Pen. & Ret. Fund v. McNicholas Transp. Co., 658 F. Supp. 1469 (N.D.N.Y. 1987) (rejecting application of exception in labor dispute context), aff'd, 848 F.2d 20 (2d Cir. 1988). That court observed:
In this case, there remain unresolved questions of fact concerning whether the . . . strike was in any way causally related to defendant's decision to cease its operations in New York and to stop making contributions to the Fund. This is precisely the type of fact-based determination that arbitrators, who have had more experience than judges in dealing with the realities of labor-management relations and who have been afforded the luxury of more factfinding powers than is available to a district court, are best equipped to make.