MEMORANDUM OPINION AND ORDER

MILTON I. SHADUR, Senior District Judge.

This Court's June 6, 2014 memorandum opinion and order ("Opinion") held defendant E. Louise Cardwell ("Cardwell") liable to plaintiffs Central States, Southeast and Southwest Areas Pension Fund and its Trustee Arthur H. Bunte, Jr. (collectively referred to as "the Fund" for convenience) for the fraudulent transfer to Cardwell, the sole shareholder of Healy Spring Company ("Healy Spring"), of valuable real estate in conjunction with Healy Spring's liquidation without having paid or provided for payment of a large consent judgment for nearly $250,000 that was entered against Healy Spring because of its withdrawal liability under ERISA.1 Indeed, the fraudulent nature of the transfer was so patent that it is difficult to understand how Cardwell and her counsel could oppose this action in the objective and subjective good faith demanded by Fed. R.Civ.P. ("Rule") 11(b) and, as to counsel, perhaps 28 U.S.C. § 1927 as well: Cardwell caused Healy Spring to transfer that real estate (referred to in the Opinion as the "Central Avenue Property") on May 15, 2008 (just one day after the Fund had brought suit for withdrawal liability against Healy Spring), and she permitted the consent judgment on account of that withdrawal liability to be entered against the denuded-of-assets Healy Spring some months later.

At that point all that remained in this action was to calculate the amount that Cardwell owed the Fund by reason of her misconduct. On that score the consent judgment's Decretal Paragraph C, which required quantification, added this to the agreed judgment amount of $243,479.93:

Accordingly, when the Fund noticed up for presentment on August 15, 2014 its motion for entry of final judgment against Cardwell, with Cardwell and her counsel having said neither "aye" or "nay" to the Fund's calculation, this Court entered a brief minute entry (Dkt. 61) that ordered Cardwell's counsel "to file by 8/27/2014 citations of any caselaw bearing on defendant's obligation to pay post judgment interest on the judgment against the dissolved corporation."

On August 27 Cardwell's counsel did indeed file "Defendant's Response to August 15, 2014 Order." Most importantly in substantive terms, that filing acknowledged the correctness of the Opinion's holding as to the existence of Cardwell's liability to the Fund — here is the penultimate sentence of that Response:

But as to this Court's August 15 directive to quantify that liability in terms of post judgment interest vel non, the Response was really unprofessional — it stated that counsel had conducted research but that:

There is really no mystery about the characterization of that last sentence's disclaimer as "unprofessional." There Cardwell's counsel has flouted the obvious and fundamental concept that it is for the court and not for counsel to determine whether the prior caselaw is on all fours with the case at issue or whether it may instead be distinguishable (and in the latter case whether, though distinguishable, the earlier caselaw is instructive in resolving the issue — the situation in which the difference between the earlier cases and the current one is often spoken of as "a distinction without a difference"). It is really inexcusable for counsel to say "yes, we `did find some case law that allowed for a judgment of post judgment interest stemming from a judgment against a dissolved corporation'" but that "we don't think those cases are relevant," without identifying those prior cases so that the court can make its own (and controlling) decision on that score.

In any case, this Court put its able law clerk to the task that counsel should have performed but didn't — and that search turned up the opinion in Central States, S.E. & S.W. Areas Pension Fund v. Minneapolis Van & Warehouse Co., 764 F.Supp. 1289 (N.D.Ill.1991), an opinion written by this Court (no less) and startlingly parallel to this case: It was brought by the selfsame Fund that is plaintiff here against a Minnesota corporation (as Healy Spring. was in this case), and it (exactly like this case) dealt with the responsibility of the corporation's sole stockholder (also a defendant in that case) to pay withdrawal liability under ERISA where a transfer of corporate assets had been made without satisfying or providing for satisfaction of that liability. Although that case did not speak to the responsibility for post judgment interest under the specific circumstances presented here (obviously so, for no consent judgment had been entered there), its thrust clearly points to the answer to that question for this case.

With Minneapolis Van having been discovered, this Court had initially considered its usual procedure of selective quotation from a prior case that bears on a current one. But here the identity of analysis is so compelling that the rhetorical assertion that the earlier opinion "could have been written for this case" is literally true. So even though this Court often repeats the appropriate lesson from our Court of Appeals that District Court opinions are not precedential (and it accordingly seldom cites to or quotes from them in its own opinions), here the wholesale incorporation of Minneapolis Van's entire discussion on the subject of shareholder liability remains so compelling to this Court (which cannot of course be accused of plagiarism in so doing) that it attaches relevant pages 764 F.Supp. at 1293-97 in their entirety to this opinion.

To be brief, nothing in Minnesota law alters the fundamental analysis that applies here, under which the situation should be treated just as though Healy Spring had remained in existence while its liability under the consent judgment remained unsatisfied, as it is to this day, and as though Cardwell's stripping of Healy Spring's ability to pay that judgment by her fraudulently self-dealing acquisition of the major corporate asset that could and should have been used to satisfy that judgment prevented the corporation itself from doing so. Remember that Cardwell could have cut off any further accrual of interest by the simple act of satisfying the judgment through the use of the Central States Property, and her failure to do so renders her liable to pay that judgment in accordance with its terms (including the liability for ongoing interest charges as specified in the judgment itself).

Hence the Fund's proposed judgment order in this case provided an appropriate itemization of the then aggregate amount of $344,139.59 as of August 7, 2014. To be sure, Cardwell had retained something less than that — $332,330.17 — for herself out of the $495,000 sale price that was realized on the September 26, 2008 sale of the Central States Property. But that does not of course take account of Cardwell's continued retention for nearly six years of her latched-onto proceeds from the sale of the real estate (once again she kept and reinvested those proceeds instead of honoring her obligation to pay the consent judgment).

To make the Fund whole, this Court adds to the Fund's calculation the further delinquent charge of $1,376.16 to reflect a September 1 rather than an August 7 obligation,2 so that judgment is ordered to be entered in favor of plaintiffs Central States, Southeast and Southwest Areas Pension Fund and trustee Arthur H. Bunte, Jr. and against E. Louise Cardwell in the total amount of $345,515.75.3 Because it would seem beyond dispute that Cardwell's realization from the property's sale, taking into account her use of the proceeds for a period of years, would far exceed that figure, the burden is on her to establish that she is not responsible for the entire amount specified here.

ATTACHMENT

CENTRAL STATES v. MINNEAPOLIS VAN & WAREHOUSE

Cite as 764 F.Supp. 1289 (N.D.Ill. 1991)

MPPAA therefore sets up a "`pay now, dispute later' collection procedure" (Robbins v. Pepsi-Cola Metropolitan Bottling Co., 800 F.2d 641, 642 (7th Cir.1986) (per curiam)). Thus even though Section 1401(a)(1) provides that disputes arising under Sections 1381 through 1399 are to be resolved through arbitration, Section 1401(d) nevertheless requires interim payments:

If the employer fails to make such interim payments, the pension fund may bring a district court action to compel payment (Section 1451(b) and (c)).

It is therefore beyond question that Minneapolis Van was required to begin making interim payments — as scheduled by Pension Fund — 60 days after Pension Fund demanded withdrawal payments. Furthermore, Minneapolis Van continued to be liable for such payments despite the existence of any underlying dispute. Contrary to its contention, this situation is not one where this Court should reserve decision pending the outcome of arbitration. In expressly providing for interim payments and their immediate enforcement pending arbitration, MPPAA makes it dear that exhaustion of the administrative remedy is neither necessary or sensible. Any errors made in calculation can be corrected either by the arbitrator or by later judicial review (Section 1401(b)(2)).

Of course this Court has not/been asked to resolve — and indeed should not engage in resolving — the underlying factual dispute (Robbins v. McNicholas Transportation Co., 819 F.2d 682, 686 n. 4 (7th Cir.1987)):

No preliminary injunction was requested here, and in any case Minneapolis Van has not suggested irreparable injury. Nor could it: It has no operations or other activities that could be disrupted by the interim payments. Indeed, as explained in Central States Southeast and Southwest Areas Pension Fund a Bellmont Trucking Co., 788 F.2d 428, 432-34 (7th Cir.1986) imposition of withdrawal liability even on an employer no longer obligated to make payments to a pension fund due to bankruptcy clearly furthers MPPAA's policy.

Consequently this Court holds that Minneapolis Van is liable for all past due withdrawal liability payments. It is additionally liable for interest, fees, costs and liquidated damages in accordance with Section 1132(g)(2); see Central States, Southeast and Southwest Areas Pension Fund v. Gerber Truck Service, Inc., 870 F.2d 1148, 1156 (7th Cir.1989) (en banc).5

Bruesehoff's Interim Withdrawal Liability

Pension Fund does not seek to impose personal liability on Bruesehoff for the interim withdrawal payments either as an "employer" within ERISA's subchapter III (governing such liability) or on the piercing-the-corporate veil or alter ego lines of analyses most frequently encountered in attempts to saddle stockholders or officers or directors with the obligations of their corporations. Instead Pension Fund points to Bruesehoff's having received — without giving value for value — the assets of Minneapolis Van that would otherwise have been available to satisfy Pension Fund's statutory claim.

Corporate veil-piercing is re longer an issue once a company has dissolved, for there is no longer a veil to he pierced. Rather, what is involved is a basic tenet of corporate law (Snyder v. State-wide Properties, Inc., 235 F.Supp. 733, 742 (N.D.Ill. 1964), aff'd 353 F.2d 3 (7th Cir.1965), quoting Hatch v. Morosco Holding Co., 50 F.2d 134, 139 (2d Cir.1931)):6

Any such distribution of assets is deemed a fraud on creditors (15A Fletcher § 7417 (1990 rev. vol.)). That universal rule of stockholder liability is simply a function of the basic concept that stockholders are remaindermen — that their interest is only in the equity, only in what is left over after all the corporate obligations have been paid.

Another way of framing that concept is the familiar terminology of the "trust fund" (Snyder, 235 F.Supp. at 741-42, citing Stewart v. United States, 327 F.2d 201 (10th Cir.1964)):

That trust fund theory is a common law doctrine that "has longstanding antecedents in the federal courts which may be traced back, in part, at least as far back as the noted decision by Justice Story in Wood v. Drummer, 30 Fed.Cas. 435 [No. 17, 944]" (Commissioner v. Stern, 357 U.S. 39, 50, 78 S.Ct. 1047, 1053, 2 L.Ed.2d 1126 (1958) (Black, J., dissenting)).

And of course the application of that trust fund doctrine to the recovery of withdrawal liability under MPPAA is wholly consistent with this Court's authority to provide "appropriate equitable relief" (Section 1132(a)(3)(B)). As Stormer v. Charlie's Cafe Exceptionale, Inc., No. 4-87-575, slip op. at 17 (D.Minn. May 4, 1988) has put it:

Up to now this opinion has spoken in terms of the universality of corporate law — as though there were a federal common law in the area (despite Justice Holmes' disclaimer of such a "brooding omnipresence in the sky" (Southern Pacific Co. v. Jensen, 244 U.S. 205, 222, 37 S.Ct. 524, 531, 61 L.Ed. 1086 (1917)). And it is certainly true that when interpretation of a federal statute such as ERISA is involved, federal law does represent the applicable source of law — and in the case of ERISA in particular. Congress did intend that "a body of Federal substantive law will be developed by the courts to deal with issues involving rights and obligations under private welfare and pension plans" (Franchise Tax Board of California v. Construction Laborers Vacation Trust for Southern California, 463 U.S. 1, 24 n. 26, 103 S.Ct. 2841, 2854 n. 26, 77 L.Ed.2d 420 (1983), quoting 120 Cong.Rec. 29942 (1974) (remarks of Sen Javits); see also Board of Trustees of the Western Conference of Teamsters Pension Trust Fund v. H.F. Johnson, Inc., 830 F.2d 1009, 1014 (9th Cir.1987)). Nonetheless, because corporations are by definition the creatures of state corporate law, courts must be cautious to avoid any unnecessary collisions between (1) the rules that are established for corporations as a very condition of their existence (the state statutory provisions that are inherently incorporated into every corporate charter) and (2) the need to avoid improper limitations or impedances on the federal policies served by ERISA (see, e.g.. Alman v. Danin, 801 F.2d 1, 3-4 (1st Cir. 1986); cf. Evans v. Einhorn, 855 F.2d 1245, 1255-56 (7th Cir.1988) (per curiam)).

If for example Minnesota corporate law9 turned out to contain provisions that were inconsistent with the universally recognized doctrine that stockholders cannot receive the unencumbered benefit of corporate assets until all creditors have been paid or provided for, this Court would have to determine whether it must reject such a reference to state law as impeding the congressional goals in enacting MPPAA. Not surprisingly, such a hypothetical conflict is not realized here: Minnesota law does not depart from that universal doctrine or from the trust fund theory as its justification (see, e.g., B & S Rigging & Erection, Inc. v. Wydella, 353 N.W.2d 163, 167-68 (Minn. App.1984), holding that employees of an insolvent corporation can recover vacation pay against officers and stockholders — whom the law makes fiduciaries of the corporate assets for the benefit of its creditors). Hence the basic tenets of corporate law, whether viewed under the lens of either federal common law or state law, permit an ex-stockholder in Bruesehoff's position to be reached personally for satisfaction of the withdrawal liability payments.

In this instance Minneapolis Van's transfer to Bruesehoff of real estate valued at $750,000 on December 30, 1988, and of the other $54,000 in assets at about the same time, left the corporation with insufficient assets to pay withdrawal liability payments to Pension Fund. Bruesehoff is therefore liable for withdrawal liability payments up to the extent of those transfers.10 This Court accordingly exercises its equitable powers under ERISA to impose a constructive trust on the distributed assets (or on the sale price of any assets distributed and then sold, see n. 10) for the benefit of Pension Fund.

Bruesehoff complains that. Minnesota Van paid off all creditors known to it at the time of its dissolution, so that Bruesehoff cannot be held liable for a claim that came to his attention only upon Pension Fund's Notice and Demand some eight months later. But even were that lack-of-knowledge claim an accurate one,11 there is no requirement of knowledge as a precondition for imposition of liability. Minneapolis Van's MPPAA liability for withdrawal payments arose as a matter of law at the moment that the corporation dissolved and thereby effected a "complete withdrawal" (Section 1383). That liability existed (though it was then unasserted) when the distributions in liquidation were made,12 and nothing in the trust fund doctrine requires that this type of creditor's claim be known to the stockholder in order to require the stockholder to satisfy the claim to the extent of the assets received.13 Distribution alone, and not an affirmative intent to defraud, establishes this type of "fraud on the creditor."

In that respect, it is worth noting that Congress has given employee benefit plans such as Pension Fund six years to bring their claims (Section 1451(f)). so it would often be possible that defendants would not have received formal notice — or even had anything hut generalized constructive knowledge — of such a claim at the time of dissolution.14 That statutory provision would plainly call for the rejection of any argument that Minneapolis Van cannot be held liable because Pension Fund's claim is time-barred under Minnesota law.15 As against any general state-law period of limitations in that respect, this Court holds that MPPAA's express six-year statute of limitations controls and applies to Pension Fund's claim.

What of the derivative claim against Bruesehoff? On that score defendants contend that because the Minneapolis Van dissolution was conducted (as it had to be) according to state law (Minn.Stat. §§ 302A.721 to .733), the Minnesota one-year statute of limitations (Minn.Stat. § 302A.781) should apply to bar all creditors' claims not brought within one year after the articles of dissolution were filed. Rut defendants' basic premise is wrong. That one-year statute does not apply to claims of creditors who were not given notice of intent to dissolve under Minn.Stat. § 302A.727 — instead such creditors are afforded two years to sue under Minn.Stat. § 302A.729. Here Pension Fund was not given notice of the dissolution (see Bruesehoff's statement in Minneapolis Van's Articles of Dissolution. P.Mem.Ex. B, acknowledging that all creditors were not given notice), and it did bring this lawsuit within two years of the notice of intent to dissolve.

That being so, the issue of which statute of limitations to apply — that under state corporate law or that prescribed by ERISA — is really moot, for it makes no difference. This situation is somewhat analogous to the so-called "false conflict' issues in choice of law jurisprudence, where courts are not called upon to resolve which jurisdiction's substantive law to apply because the same result would obtain under the law of all the competing jurisdictions (see, e.g., In re Air Crash Disaster Near Chicago, Illinois on May 25, 1979. 644 F.2d 594, 605 (7th Cir.1981)). It is still worth observing, however, that there is a great deal of force to the argument that the shorter Minnesota statute would he preempted by the six-year statute of limitations that Congress has expressly prescribed for actions to collect ERISA withdrawal liability. As Holmberg v. Armbrecht, 327 U.S. 392, 395, 66 S.Ct. 582, 584, 90 L.Ed. 743 (1946) (citation omitted) said nearly a half century ago:

Thus, with a few express exceptions inapplicable here, ERISA "supersede[s] any and all State laws insofar as they ... relate to any employee benefit plan ..." (Section 1144(a)). And as stated in H.F. Johnson, 830 F.2d at 1016, citing Pilot Life Insurance Co. v. Dedeaux, 481 U.S. 41, 45-46, 107 S.Ct. 1549, 1551-52, 95 L.Ed.2d 39 (1987) and Shaw v. Delta Air Lines, 463 U.S. 85, 98-100, 103 S.Ct. 2890, 2900-01, 77 L.Ed.2d 490 (1983));

It would certainly appear that Minnesota's statute of limitations on creditors' claims "relates to" Pension Fund's claim and would therefore, to the extent applicable to ERISA-based claims of withdrawal liability, be pre-empted (see similar holding in H.F. Johnson. 830 F.2d at 1016). Indeed, if the rule were otherwise, every employer ceasing its business operations (the paradigmatic event that triggers withdrawal liability) could simply choose to dissolve and distribute its assets to its stuckholders, thus taking an end run around the longer limitation period granted by Congress to employee benefit plans.16

Uniform Fraudulent Transfer Act

As a separate cause of action, Pension Fund claims that Bruesehoff is liable under the UFTA, codified at Minn.Stat. §§ 513.41-513.51. UFTA § 5(a) (Minn.Stat. § 513.45(a)) provides that a transfer made or obligation incurred without the receipt of reasonably equivalent value is fraudulent as to creditors, without regard to any actual intent to defraud, if the debtor was insolvent or would be rendered insolvent as a result of the transfer.

Whatever the merits of that contention might be, two considerations counsel