TJOFLAT, Circuit Judge:
Under the Employee Retirement Income Security Act of 1974 ("ERISA"), 88 Stat. 829, 29 U.S.C. §§ 1001-1461 (2006), an employer that has created and maintains a defined benefit pension plan for its employees must fund the plan as dictated by 29 U.S.C. § 1082(a).
Title IV of ERISA establishes a pension benefit insurance program that guarantees that pension plan beneficiaries will receive their basic nonforfeitable benefits in the event that the employer that created the pension plan is unable to pay pension benefits when due. 29 U.S.C. §§ 1321-22.
This case presents a question of first impression: whether under ERISA the trustee of a corporation that is a contributing sponsor and is in bankruptcy can maintain an action for the benefit of the bankruptcy estate and the estate's unsecured creditors against the corporation's former owner (as a former member of the controlled group) for liabilities arising from the termination of a pension plan. For the reasons set out below, we hold that the answer is no.
This opinion proceeds in four parts. Part I presents the facts giving rise to this appeal. Part II recounts the procedural history of the case. In part III, we resolve an objection to our jurisdiction to consider this appeal. Finally, in part IV, we explain why a corporate employer undergoing bankruptcy reorganization cannot pursue an action for the benefit of its bankruptcy estate, and thus its unsecured creditors, against the employer's former owner for liabilities arising from the termination of a pension plan. A brief conclusion follows.
In January 1999, H.G. Estate, LLC, a Delaware limited liability company, organized Gilman Paper Company (the "PAPER COMPANY") under Georgia law and became its sole shareholder. Once organized, the PAPER COMPANY acquired a paper mill in St. Marys, Georgia, and created a defined benefit plan for its employees and former employees.
In July 2002, the PAPER COMPANY decided to close its mill. In September, the mill ceased production. On October 7, 2002, Operadora Omega Internacional, a corporation, acquired 100 percent of the shares of Durango Paper Company from Corporation Durango and assumed its role as a member of the controlled group.
On October 29, 2002, the PAPER COMPANY's creditors successfully petitioned the Bankruptcy Court for the Southern District of Georgia for relief under Chapter 7 of the Bankruptcy Code.
In June 2005, while the Chapter 11 case was pending, the PBGC brought an action against the PAPER COMPANY in the United States District Court for the Southern District of Georgia to terminate the pension plan. In the context of ERISA's Title IV, termination "generally refers to the cessation of Title IV coverage including the system of insured guaranteed benefits." Lee T. Polk, ERISA Practice and Litigation § 10:44 (2013).
On August 18, 2010, the liquidating trustee of the PAPER COMPANY's bankruptcy estate ("Trustee") sued H.G. Estate, LLC, the Howard Gillman Foundation, and W.O. Corporation
H.G. Estate, LLC moved the District Court to dismiss the Trustee's complaint for failure to state a claim for relief. On September 29, 2011, the court granted its motion on the ground that the relief
Before turning to the merits of the Trustee's appeal, we must address H.G. Estate, LLC's objection to our jurisdiction to consider the appeal. If we lack jurisdiction to entertain the appeal, we must dismiss it. See Mathis v. Zant, 903 F.2d 1368, 1372-73 (11th Cir.1990). H.G. Estate, LLC contends that we lack jurisdiction because the District Court's September order was not a final decision. We disagree. As indicated in note 17, supra, the District Court finally disposed of all of the claims before it, leaving nothing to be decided. We thus have jurisdiction pursuant to 28 U.S.C. § 1291.
We begin and end our consideration of the merits of the Trustee's appeal by addressing an issue the District Court did not decide—whether the Trustee has a cause of action under 29 U.S.C. § 1369.
Because we are reviewing the dismissal of the Trustee's complaint for failure to state a claim, we accept the Trustee's allegation as true. The question is whether the joint and several liability under § 1369 runs to the PAPER COMPANY or to the pension plan's beneficiaries and the PBGC—which serves as the plan's insurer and trustee, and which in those roles submitted a claim to the Bankruptcy Court for insurance proceeds it paid to the plan's beneficiaries and the uninsured portions of the benefits due to the beneficiaries under the plan.
We read the Trustee's complaint as alleging that H.G. Estate, LLC (and thus the two other former members of the PAPER COMPANY's controlled group) breached a duty owed to the PAPER COMPANY and that the Trustee has brought suit on behalf of the PAPER COMPANY's bankruptcy estate and the PAPER COMPANY'S unsecured creditors.
We find nothing in ERISA's provisions or its legislative history suggesting, much less stating outright, that the duty of a current or former controlled group to pay unfunded benefit liabilities is a duty owed to the employer as contributing sponsor, rather than to the plan's beneficiaries. Indeed, the legislative history suggests the exact opposite. The House Report describing the most recent relevant amendments to Title IV of ERISA speaks in terms of ensuring that plan beneficiaries receive that to which they are entitled. The report states that § 1369—with its imposition of predecessor liability—was enacted "to protect the [PBGC's] insurance program from companies that transfer large amounts of unfunded benefits to a weaker company or that otherwise attempt to evade liability for their pension promises." H.R.Rep. No. 99-300, at 279 (1985), reprinted in 1986 U.S.C.C.A.N. 756, 930. Elsewhere, the report makes plain that "[i]n addition to transactions designed to evade liability to the PBGC, [§ 1369] also applies to any situations in which a principal purpose of a transaction is to evade liability to participants and beneficiaries for benefit entitlements." Id. at 304, 1986 U.S.C.C.A.N. at 955 (emphasis added).
Congress anticipated that, as part of the involuntary termination procedure, the PBGC will "carefully scrutinize transfers of unfunded pension liabilities from stronger to weaker companies" to determine if pursuing an action under 29 U.S.C. § 1369 is appropriate in a given situation. Id. In this case, the PBGC could have brought an action against members of the former controlled group for termination liability. It declined to do so.
ERISA's funding requirements were put in place for the benefit of plan beneficiaries, not for the protection of a bankrupt plan sponsor's unsecured creditors. The Trustee's complaint, because it was brought for the benefit of the bankrupt's unsecured creditors, fails to state a claim for relief. The judgment of the District Court is, accordingly,
AFFIRMED.
The provisions of 29 U.S.C. § 1083 referred to in § 1082 are not pertinent to the issues in this appeal.
"The term `person' means an individual, partnership, joint venture, corporation, mutual company, joint-stock company, trust, estate, unincorporated organization, association, or employee organization." 29 U.S.C. § 1002(9). Applicable regulations also include "trades or businesses" as persons that can be under common control. See 29 C.F.R. § 4001.3(b)(2). Neither the U.S. Code nor Treasury regulations define "trade or business."
26 C.F.R. § 1.414(c)-2, which operationalizes 26 U.S.C. 414(c) and is titled "Two or more trades or businesses under common control," states in pertinent part:
26 C.F.R. § 1.414(c)-2. The first example provided in this regulation to describe trades or businesses under common control mirrors almost identically the ownership structure of the various companies described in part I, infra.
Section 1370 provides in subsection (c):
As noted in the text, infra, the Trustee's cause of action against H.G. Estate, LLC the others is based on their alleged violation of § 1369.
The third amended complaint also included several core bankruptcy claims and one non-core claim. See generally 28 U.S.C. § 157 (describing the jurisdiction of the bankruptcy courts). The non-core claim asserted that a claim H.G. Estate, LLC filed against the PAPER COMPANY should be subordinated to the unsecured claims of the general creditors because of H.G. Estate, LLC's alleged violation of 29 U.S.C. § 1369. The core claims dealt with certain preferential transfers and objections to claims.
The District Court dismissed the non-core claim with prejudice because it was subsumed by the claim the Trustee was asserting against H.G. Estate, LLC (the claim before us on appeal). The court severed the core claims from the Trustee's complaint and referred them to the Bankruptcy Court. And the court disposed of the Trustee's claim before us by entering a final judgment dismissing it for failure to state a claim for relief. The core and non-core claims are relevant to this appeal only insofar as they affect our analysis in part III, infra, regarding whether we have jurisdiction over the instant appeal. We hold that they do not deprive us of jurisdiction.
The relief the Trustee sought sounded in equity: "indemnification, exoneration, or contribution ... in an amount not less than the amount paid or payable to PBGC by Plaintiff arising out of the termination of the Pension Plan." The District Court concluded, however, that the relief the Trustee was seeking was a lump sum amount—a legal remedy in the form of a money judgment.
As we conclude in part IV, infra, the Trustee does not have a cause of action to recover for the PAPER COMPANY's bankruptcy estate the funds needed to satisfy the claim that the PBGC submitted on behalf of itself and the pension plan beneficiaries. We therefore pretermit further discussion of the issue of whether the relief the Trustee is seeking is legal or equitable. Cf. Am. Dental Ass'n v. Cigna Corp., 605 F.3d 1283, 1293 n.3 (11th Cir.2010) ("[W]e may affirm [the lower court's] judgment on any ground that finds support in the record." (internal quotation marks omitted) (citations omitted)).
The PBGC also filed a letter brief as amicus curiae in response to our question.
The Trustee articulated the second cause of action in the supplemental brief it filed at the court's request after oral argument. This cause of action is a claim brought by the Trustee for the use and benefit of the PBGC; it seeks a judgment that "would designate the Trustee, on behalf of and for the benefit of the PBGC, as the judgment creditor, such that the Trustee would not be authorized to deposit the fruits of any levy on Gilman of the termination liability into the general account of the bankruptcy estate for unrestricted use." The Trustee supports this claim by arguing that "no provision of 29 U.S.C. § 1370 prohibits the Trustee from acting as a de facto collection agent for the PBGC for a determination of Gilman's liability under § 1369."
It requires no citation of authority to say that a plaintiff cannot amend its complaint on appeal. We therefore decline to consider either of these causes of action in determining whether the Trustee's complaint can withstand a Federal Rule of Civil Procedure 12(b)(6) motion to dismiss.