Tsareff v. ManWeb Services, Inc.

Dist. Ct. erred in granting defendant’s motion for summary judgment in ERISA action by plaintiff-union pension benefit plan seeking to collect withdrawal liability from non-union defendant, which had purchased assets from entity that had previously participated/contributed to pension plan prior to going out of business. Record showed that plaintiff had sent notice of contingent withdrawal liability to entity, that said notice had been forwarded to defendant, and that entity had not either paid said withdrawal liability or timely sought arbitration of said issue. Moreover, defendant was liable for said withdrawal liability based on theory of successor liability, where: (1) notice of contingent withdrawal liability that had been forwarded to defendant satisfied any notice requirements for imposition of successor liability; (2) defendant was aware that entity had issues regarding entity’s unfunded pension liability during asset purchase negotiations; (3) entity’s failure to arbitrate any merits-based defense to assertion of withdrawal liability precluded defendant from doing so; and (4) defendant had opportunity to negotiate lower purchase price of assets based on any potential withdrawal liability claim. Fact that precise figure for withdrawal liability had not been established at time of asset purchase did not require different result.