The opinion of the court was delivered by: Esther Salas United States District Judge
Pending before this Court is a Motion by Plaintiff RP Baking LLC ("Plaintiff") to dismiss Defendants Bakery Drivers and Salesmen Local 194 and Industry Pension Fund and its Trustees ("Defendants") counterclaim for withdrawal liability and delinquent interest. Having considered the parties' submissions, the Court GRANTSPlaintiff's motion to dismiss without prejudice with leave to amend.
I. PROCEDURAL AND FACTUAL BACKGROUND
Plaintiff is an employer as defined by the Labor Management Relations Act ("LMRA"), 29 U.S.C. § 141 et. seq., and the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 3001 et seq. See Complaint dated July 29, 2010, Docket Entry No. 1 (the "Complaint") at ¶ 1. In June 2006, Plaintiff purchased assets from Pechter's Baking Group, L.L.C. ("Pechter's") and agreed to assume Pechter's collective bargaining agreement with Bakery Drivers and Salesmen Local 194 (the "Union"). Id., Exhibit A.*fn1 Plaintiff then began to contribute to the Union's Pension Fund (the "Fund") on behalf of its employees covered by the collective bargaining agreement assumed from Pechter's. Id. at ¶ 8.
Two years later, in October 2008, Plaintiff ceased making contributions to the Fund, constituting a complete withdrawal as defined in ERISA. Id. at ¶ 10. On January 6, 2010, the Fund demanded payment from Plaintiff for its own withdrawal liability and for Pechter's withdrawal liability based on Plaintiff's purchase of Pechter's assets in 2006. Id. at ¶ 11, Exhibit C (the "Demand Letter"). In the Demand Letter, the Fund informed Plaintiff that it had demanded that Pechter's pay its own withdrawal liability but that Pechter's had failed to do so. See id. Therefore, the Fund asserted that Plaintiff must pay Pechter's withdrawal liability, as the successor to Pechter's. See id.
On February 22, 2010, in accordance with Section 4219(a)(2) of ERISA, Plaintiff requested that the Fund review its determination of Plaintiff's withdrawal liability. Id. at ¶ 12, Exhibit D. On May 21, 2010, the Fund responded to Plaintiff's request, denying the request for review. Id. at ¶ 13, Exhibit E. Plaintiff then attempted to initiate arbitration on July 23, 2010, the timeliness of which Defendants dispute. Id. at ¶ 14, Exhibit F; Answer and Counterclaim dated September 1, 2010, Docket Entry No. 7 (the "Answer") at ¶ 14.
Six days later, on July 29, 2010, Plaintiff initiated this lawsuit seeking a declaratory judgment that it should not be held liable for Pechter's withdrawal liability. See Complaint, Count I. Defendants answered and counterclaimed for judgment against Plaintiff for, among other things, Pechter's withdrawal liability and for interest on delinquent withdrawal liability payments based on Plaintiff's withdrawal liability (the "Counterclaim"). See generally Answer. Plaintiff then filed the instant motion seeking to dismiss the Counterclaim.
A complaint may be dismissed for "failure to state a claim upon which relief can be granted." Fed. R. Civ. P. 12(b)(6). On a motion to dismiss, the Court must accept as true all of the factual allegations in the complaint, and draw all reasonable inferences in favor of the plaintiff. Phillips v. Cnty. of Allegheny, 515 F.3d 224, 231 (3d Cir. 2008). The Court generally "may not consider matters extraneous to the pleadings." In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1426 (3d Cir. 1997). Moreover, when considering the sufficiency of the pleading, Fed. R. Civ. P. 8(a)(2) requires a "short and plain statement of the claim showing that the pleader is entitled to relief." While Rule 8 does not require detailed factual allegations, "it demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation." Ashcroft v. Iqbal, ___ U.S. ___, ___, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (internal citations and quotations omitted).
Here, Plaintiff argues that it is not liable for Pechter's withdrawal liability because it was not an employer as defined in ERISA on or before Pechter's June 2006 withdrawal. Specifically, Plaintiff argues that the Court can only find that Plaintiff was an employer if the Court utilizes the doctrine of successor liability based on Plaintiff's purchase of Pechter's assets. In other words, Plaintiff does not believe it should stand in the shoes of Pechter's and be liable for Pechter's withdrawal liability merely because Plaintiff purchased Pechter's assets. See generally Plaintiff's Motion to Dismiss (Docket Entry No. 10, "Plaintiff's Brief"), Section III.B.
In support thereof, Plaintiff argues that (1) although it has not ruled on the issue, the Third Circuit would not agree that successor liability is appropriate in the context of withdrawal liability and (2) even if it did, Defendants fail to properly plead the elements of the Counterclaim. Plaintiff also argues that Defendants cannot state a claim for interest on Plaintiff's alleged delinquent withdrawal liability payments. See id. In opposition, Defendants argue that the Court should utilize the doctrine of successor liability and that it has properly pled the Counterclaim. In the alternative, if necessary, Defendants request leave to amend the Counterclaim. See generally ...