WestRock, an employer contributing to the Pace Industry Union-Management Pension Fund (Fund), is challenging an action taken by the Fund's Board of Trustees (Board). WestRock alleges it has a cause of action to challenge the Board's action under two sections of the Employee Retirement Income Security Act (ERISA). The district court ruled that WestRock does not have a valid cause of action. We affirm that ruling.
The Fund is a multiemployer pension plan, see 29 U.S.C. § 1002(37) (defining multiemployer plan), administered by the Board. Half of the Board's members are appointed by participating employers, and the other half are appointed by the sponsoring labor union. See 29 U.S.C. § 186(c)(5)(B) (stating that employers must be "equally represented in the administration" of a pension fund). The Board is the Fund's sponsor, meaning it is tasked with administering the Fund. See 29 U.S.C. § 1002(16)(B) (defining plan sponsor). WestRock is an employer that has been a long-time contributor to the Fund. The Fund is in "critical status,"
The Board adopted a rehabilitation plan in 2010. Two years later, the Board amended the Fund's rehabilitation plan (Amendment) to include a provision requiring an employer that withdraws from the Fund to pay a portion of the Fund's accumulated funding deficiency.
We review questions of statutory interpretation and the district court's dismissal of a complaint pursuant to Rule 12(b)(6) de novo. See McNutt ex rel. United States v. Haleyville Med. Supplies, Inc., 423 F.3d 1256, 1259 (11th Cir. 2005).
This case is one of first impression and turns on statutory interpretation. ERISA "sets forth those parties who may bring civil actions under ERISA and specifies the types of actions each of those parties may pursue." Gulf Life Ins. v. Arnold, 809 F.2d 1520, 1524 (11th Cir. 1987). Thus, "civil actions under ERISA are limited only to those parties and actions Congress specifically enumerated." Id. WestRock believes that it has a valid cause of action under 29 U.S.C. §§ 1132(a)(10) or 1451(a). With respect to the former section, WestRock argues that § 1132(a)(10) gives it a broad cause of action to raise procedural and substantive challenges to
Under the original § 1132 — titled "civil enforcement" — there was no cause of action for an employer. See Pub. L. No. 93-406, 88 Stat. 829 (1974). Section 1132 authorized various causes of action primarily for participants in or beneficiaries of a pension plan. For much of ERISA's history, § 1132(a) did "not authorize contributing employers to bring any kind of civil suit at all." See Dime Coal Co., Inc. v. Combs, 796 F.2d 394, 397 (11th Cir. 1986). Congress limited employers' rights because ERISA was enacted to protect employees' retirement income. See Aetna Health Inc. v. Davila, 542 U.S. 200, 208, 124 S.Ct. 2488, 2495, 159 L.Ed.2d 312 (2004) (Thomas, J.) ("Congress enacted ERISA to protect the interests of participants in employee benefit plans and their beneficiaries...." (internal quotation marks omitted)).
However, in 2006, Congress passed the Pension Protection Act (PPA), which amended § 1132 and provided employers a cause of action. Pub. L. No. 109-280, 120 Stat. 780 (2006). The PPA amended ERISA to create special funding rules for funds that were at risk of not being able to meet their distribution commitments. See 29 U.S.C. § 1085 (laying out rules for plans that are in "endangered" or "critical" status). One of those rules was that a plan in "critical status" had to adopt a rehabilitation plan, which forces the plan sponsor, employers, and employees to take action to improve the financial outlook of the fund. 29 U.S.C. § 1085(e). As part of the PPA, Congress amended § 1132 to include a cause of action for employers in certain scenarios related to these special funding rules — that amendment created § 1132(a)(10).
This brings us to the first issue on appeal — whether WestRock has a cause of action under Subsection B of § 1132(a)(10) to challenge the Amendment to the rehabilitation plan. Subsection B states that a civil action may be brought by an employer:
[I]f the plan sponsor —
29 U.S.C. § 1132(a)(10) (emphasis added).
The Board embraces a narrower interpretation of § 1132(a)(10). Under the Board's interpretation, Subsection B only permits an employer to bring an action when the Board fails to update in accordance with the procedural requirements of § 1085 — specifically, the requirements that the rehabilitation plan must be updated annually and that the update must be filed with the plan's annual report. However, the "in accordance" language, the Board asserts, does not give an employer the right to challenge the substance of a provision in a rehabilitation plan.
Ultimately, we do not need to resolve this dispute over what § 1132 authorizes because WestRock failed to allege properly that the Amendment violates § 1085 in any manner, procedurally or in substance.
WestRock claims that the Amendment violates § 1085 because (1) "contribution rate schedules must be provided to the bargaining parties" and (2) "critical status [multiemployer plans] with valid rehabilitation plans may not unilaterally impose on employers contribution requirements necessary to avoid an [accumulated funding deficiency]." However, the Amendment does not violate § 1085. The procedure WestRock cites to for contribution rate schedules is inapplicable here; that procedure arises out of § 1085(e)(3)(A)(i), but only § 1085(e)(3)(A)(ii) is implicated here. Further, there is no explicit restriction saying the Board cannot charge withdrawing employers for their share of the accumulated funding deficiency.
First, WestRock ignores the procedural difference between § 1085(e)(3)(A)(i) and (ii). Subsections (i) and (ii) lay out two alternative versions of rehabilitation plans. See 29 U.S.C. § 1085(e)(3)(A) (separating the two subsections with an "or"). Section 1085(e)(3)(A)(i) states a rehabilitation plan "may include reductions in plan expenditures (including plan mergers and consolidations), reductions in future benefit accruals or increases in contributions,
In regard to WestRock's second argument, WestRock has not cited to any portion of ERISA that explicitly states that a plan sponsor cannot put in place a system for charging withdrawing employers for their share of the accumulated funding deficiency. WestRock argues that the Amendment violates § 1082. This argument is not persuasive. First § 1082 is not § 1085. Second, the Amendment does not violate § 1082. Normally, when a fund is facing an accumulated funding deficiency, employers face an automatic payment to compensate for the deficiency. See 29 U.S.C. § 1082. Section 1082 relieves employers from that payment when a rehabilitation plan is adopted. 29 U.S.C. § 1082(b)(3). WestRock reads § 1082 as broadly prohibiting any sort of charge related to an accumulated funding deficiency for funds in "critical status." We believe that is an incorrect reading of § 1082. Section 1082 relieves an employer from an automatic payment; it does not go so far as to prohibit a charge based on accumulated funding deficiencies in all scenarios. See CBS Inc. v. PrimeTime 24 Joint Venture, 245 F.3d 1217, 1226 (11th Cir. 2001) ("Where Congress knows how to say something but chooses not to, its silence is controlling." (internal quotation marks omitted)). We refuse to read into § 1082 such a broad preemption that Congress did not explicitly create. See Useden, 947 F.2d at 1581 ("ERISA is a comprehensive and reticulated statute bearing the marks of circumspect drafters; courts should proceed with commensurate circumspection...." (internal quotation marks omitted)).
WestRock has not properly alleged that the Amendment violates § 1085 in a manner sufficient to bring a cause of action under Subsection B of § 1132(a)(10).
Next we turn to WestRock's argument that it has a cause of action under 29 U.S.C. § 1451(a). Section 1451(a) authorizes an employer to bring an action when it "is adversely affected by the act or omission of any party under [Subtitle E]...." 29 U.S.C. § 1451(a)(1). Subtitle E is titled "Special Provisions for Multiemployer Plans" and has six parts, one of which governs employer withdrawals.
The text of § 1451(a) does not support WestRock's reading. The text authorizes an employer to bring an action when it "is adversely affected by the act or omission of any party under [Subtitle E]...." 29 U.S.C. § 1451(a)(1). In other words, the employer must be challenging an act or omission under Subtitle E in order to maintain a cause of action under § 1451(a). Here, the Board adopted the Amendment pursuant to its authority under § 1085(e)(3)(A)(ii), which is under Subtitle B, not Subtitle E. WestRock counters that "Subtitle E governs any and all liability that may be imposed on employers upon withdrawal," and, thus, the Amendment is an act arising under Subtitle E because it "attempts to impose additional liability upon an employer's withdrawal."
However, WestRock's own arguments undercut its contention that the Amendment is an act under Subtitle E. WestRock's argument is that the Amendment violates Subtitle E because "the liability established by the Amendment is not authorized by [29 U.S.C. §§ 1381-1405]."
Beyond that seeming contradiction, WestRock is attempting to make an implied preemption argument. It is asking us to recognize that Congress intended to completely occupy the field regarding payments exacted from withdrawing employers by spelling out how to calculate a withdrawing employer's share of the unfunded vested benefits. Stated another way, no other charges can be levied against a withdrawing employer because Congress specified how to divvy up a withdrawing employer's share of the unfunded vested benefits. Our response to WestRock's request is simple — no. As stated earlier, our approach to interpreting ERISA is measured and restrained. See Gulf Life, 809 F.2d at 1524. ("[C]ivil actions under ERISA are
We affirm the district court's ruling. WestRock has not pleaded the requisite injuries to satisfy bringing a cause of action under 29 U.S.C. §§ 1132(a)(10) or 1451(a).