In ERISA action by plaintiff-union pension fund seeking withdrawal liability from defendant-purchaser of assets from third-party which had previously withdrawn from plaintiff’s pension fund, Dist. Ct. erred in granting defendant’s motion for summary judgment based on Dist. Ct.’s perception that although defendant was aware that third-party had contingent withdrawal liability at time of asset purchase, plaintiff had not sufficiently shown continuity of business operations between third-party and defendant to support imposition of successor liability. Totality of relevant circumstances indicated that defendant’s use of third-party’s intangible assets, including its name, goodwill, trademarks, supplier and customer data, trade secrets, telephone number and websites, and its retention of third-party’s principals to promote defendant to third-party's existing and potential customers sufficiently established requisite continuity of business operations to support imposition of successor liability on defendant. Fact that defendant did not offer industrial refrigeration construction services prior to said asset purchase that had been offered by third-party, that 13 of third-party’s employees who joined defendant after asset purchase represented only small fraction of defendant’s employees, and that less than 2 percent of defendant’s projects and revenues came from third-party’s customers after asset purchase did not require different result.
Federal 7th Circuit Court
Civil Court
ERISA