UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
September 7, 2010
JOHN FLYNN ET AL., PLAINTIFFS,
R.D. MASONRY, INC. ET AL., DEFENDANTS.
Re Document No.: 5
MEMORANDUM OPINION DENYING THE DEFENDANTS'MOTION TO DISMISS
This matter comes before the court on the motion filed by two of the defendants, R.D. Masonry Inc. ("RDMI") and R.D. Masonry LLC ("RDM LLC"), (collectively, "the RDM defendants") to dismiss the plaintiffs' complaint for lack of personal jurisdiction and for failure to state a claim for which relief can be granted. The plaintiffs in this case seek to recover delinquent contributions under the Employment Retirement Income Security Act ("ERISA"), 29 U.S.C. §§ 1001 et seq. Because the court concludes that it has personal jurisdiction over the RDM defendants based on § 502(e) of ERISA, and because the plaintiffs have set forth a plausible entitlement to relief, the court denies the RDM defendants' motion to dismiss.
II. FACTUAL & PROCEDURAL BACKGROUND
The plaintiffs are trustees of the Bricklayers and Trowel Trades International Pension Fund ("IPF") and the International Masonry Institute ("IMI"), multi-employer benefit plans that are "administered" in the District of Columbia. Compl. ¶¶ 1-5. The plaintiffs allege that they are authorized to effect collections on behalf of the IPF on IMI. Id. ¶ 4. The defendants -- RDMI, RDM LLC and Bucher Masonry, LLC ("Bucher") -- are Florida companies that allegedly maintain offices and conduct business in the state of Florida and employ members of the International Union of Bricklayers and Allied Craftworkers and its affiliated local unions (collectively, "the Union"). Id. ¶¶ 6-9.
The plaintiffs assert that defendants RDMI and Bucher executed collective bargaining agreements with the Union ("the agreements") that obligated these employers to make certain payments to the IPF and IMI on behalf of their covered employees and submit to audits in order to determine the accuracy of such payments. Id. ¶¶ 10, 12, Exs. A-E. The agreements each contained an "evergreen clause" which, the plaintiffs purport automatically renewed the contract from one term to the next, binding RDMI and Bucher past the expressed expiration date. Pls.' Opp'n at 4, n.2. Although RDMI and Bucher allegedly submitted a portion of their required contributions, Compl. ¶ 13, the plaintiffs claim that the "[d]efendants have failed to submit required reports and [other] contributions," id. ¶ 14. The plaintiffs contend that all three defendants are "alter ego companies"*fn1 because RDM LLC and RDMI share an identical street address and all three defendants have "common ownership or management, and/or the same or similar employees, customers, and type of work." Id. ¶ 11. Accordingly, the plaintiffs seek to hold the defendants "jointly and severally liable for each others['] debts," and more specifically, for their alleged failure "to properly submit required reports and contributions for covered work they have performed," id. ¶¶ 11, 14.
On September 29, 2009, the plaintiffs filed their complaint pursuant to §§ 502(a)(3), 502(g)(2) and 515 of ERISA.*fn2 See generally Compl. The plaintiffs seek an order requiring the defendants to "submit all required reports and to make all contributions due and owing to the IPF and IMI, and to pay the costs and disbursements of this action." Id. ¶ 5. More specifically, the plaintiffs ask that RDMI "turn over its books and records from January 2005 through the date that the company ceased operations, or through December 2007, whichever date is later." Id. ¶ 2. Similar disclosure is sought from RDM LLC for the period from December 2007 through the present and from Bucher from January 2008 through the present. Id.
The RDM defendants have filed a motion to dismiss under Federal Rule of Civil Procedure 12(b)(2) for lack of personal jurisdiction and under Rule 12(b)(6) for failure to state a claim. See generally RDM Defs.' Mot. With this motion now ripe for adjudication, the court turns to the applicable legal standards and the parties' arguments.
A. The Court Denies the RDM Defendants' Motion to Dismiss for Lack of Personal Jurisdiction
1. Legal Standard for a Motion to Dismiss for Lack of Personal Jurisdiction Under Rule 12(b)(2)
On a motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(2), the plaintiff has the burden of establishing a prima facie case that personal jurisdiction exists. See e.g., Second Amendment Found. v. U.S. Conference of Mayors, 274 F.3d 521, 524 (D.C. Cir. 2001). To establish a prima facie case, the plaintiff must present evidence sufficient to defeat a motion for judgment as a matter of law. See Cable/Home Commc'n Corp. v. Network Prods., Inc., 902 F.2d 829, 855 (11th Cir. 1990); cf. Carter v. Duncan-Huggins, Ltd., 727 F.2d 1225, 1227 (D.C. Cir. 1984) (indicating, under a differently labeled but similar standard, that such motions should be denied unless "the evidence, together with all inferences that can reasonably be drawn therefrom is so one-sided that reasonable men could not disagree on the verdict").
In determining whether a basis for personal jurisdiction exists, the court resolves factual discrepancies in the complaint and affidavits in favor of the plaintiff. Crane v. N.Y. Zoological Soc'y, 894 F.2d 454, 456 (D.C. Cir. 1990). The court, however, need not treat all of the plaintiff's allegations as true. United States v. Philip Morris Inc., 116 F. Supp. 2d 116, 120 n.4 (D.D.C. 2000); see also GTE New Media Servs. v. BellSouth Corp., 199 F.3d 1343, 1349 (D.C. Cir. 2000) (stating that courts should not accept bare allegations and conclusory statements). Moreover, the court "may receive and weigh affidavits and any other relevant matter to assist it in determining the jurisdictional facts." Arista Records, Inc. v. Sakfield Holding Co., 314 F. Supp. 2d 27, 30 (D.D.C. 2004) (internal quotations omitted).*fn3
2. The Court Has Personal Jurisdiction Over the RDM Defendants
The RDM defendants maintain that the court lacks personal jurisdiction over them because, unlike Bucher, the RDM defendants are neither "parties to a binding agreement governed by ERISA" nor alter egos of Bucher. RDM Defs.' Mot. at 5-7. They argue that "[t]o allow [the] [p]laintiffs' [sic] the ability to haul these two companies into a jurisdiction where they have not actively conducted business and who are not parties to a binding agreement governed by ERISA would render a severe harm," particularly as "there has been no determination that Bucher LLC owes any contributions to the Union." Id. at 7. The RDM defendants, however, do not contest and, indeed, implicitly concede that as a general matter, an employee submits itself to the court's jurisdiction by entering into a valid agreement governed by ERISA. See id. at 5 (stating that "only Bucher LLC has submitted itself to the jurisdiction of the Court by entering into a valid agreement with the Union").
The plaintiffs respond that regardless of whether the RDM defendants are determined to be alter ego companies, the court has personal jurisdiction over those defendants pursuant § 502(e)(2), ERISA's nationwide service of process provision. Pls.' Opp'n at 2-3. In addition, the plaintiffs maintain that the RDM defendants were signatories to a binding ERISA-governed agreement between the RDM defendants and the Union. Id. at 4-5. More specifically, the plaintiffs point out that two of the five agreements at issue were signed by "RD Masonry," which could be either of the RDM defendants.*fn4 Id. at 5. The plaintiffs explain that as a signatory, "RD Masonry" would have been bound to these agreements during the periods of time for which the plaintiffs are seeking relief due to the "evergreen clauses" controlling the expiration of the contract. Id. at 4-5; Compl., Exs. A, E. The plaintiffs also note that the RDM defendants do not provide any affidavits in support of their contention that RDM LLC did not sign any collective bargaining agreement. Pls.'s Opp'n at 5. Finally, the plaintiffs argue that under ERISA, RDMI is additionally and independently subject to the personal jurisdiction of the court based upon its previous "payment of fringe benefit contributions" to the IPF and IMI, both of which are "administered in the District of Columbia." Id. at 6.
Under Federal Rule of Civil Procedure 4(k)(1)(C), service of a summons establishes personal jurisdiction over a defendant when such service is authorized by a federal statute. FED. R. CIV. P. 4(K)(1)(C). Section 502(e)(2) of ERISA authorizes nationwide service of process on defendants in an ERISA action. 29 U.S.C. § 1132(e)(2) (providing that "[w]here an action under [ERISA] is brought in a district court of the United States, it may be brought in the district where the plan is administered, where the breach took place, or where a defendant resides or may be found, and process may be served in any other district where a defendant resides or may be found"). Thus, the court has personal jurisdiction over the RDM defendants irrespective of whether those defendants have conducted business in the District of Columbia, see Flynn v. Ohio Bldg. Restoration, Inc., 260 F. Supp. 2d 156, 170 (D.D.C. 2003) (concluding that an alleged lack of contacts with the District of Columbia did not preclude the court from asserting personal jurisdiction over an out of state defendant in an ERISA claim), unless exercising such jurisdiction would violate due process, Price v. Socialist People's Libyan Arab Jamahiriya, 294 F.3d 82, 95 (D.C. Cir. 2002) (noting that "it is well-settled that 'a statute cannot grant personal jurisdiction where the Constitution forbids it'" (quoting Gilson v. Republic of Ireland, 682 F.2d 1022, 1028 (D.C. Cir. 1982))). Therefore, the court must determine whether its exercise of personal jurisdiction over the RDM defendants would violate due process.
"The Due Process Clause requires that if the defendant 'be not present within the territory of the forum, he have certain minimum contacts with it such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.'" Id. (quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). Although neither the Supreme Court nor this Circuit has addressed what minimum contacts are needed to satisfy due process when personal jurisdiction is asserted pursuant to a federal statute that authorizes nationwide service of process, other courts in this district as well as other circuit courts have employed a "national contacts test" in such circumstances. See, e.g., Pinker v. Roche Holdings Ltd., 292 F.3d 361, 369 (3d Cir. 2002) (ruling that "[w]here Congress has spoken by authorizing nationwide service of process . . . the jurisdiction of a federal court need not be confined by the defendants contacts with the state in which the federal court sit"); Bd. of Trs., Sheet Metal Workers' Nat'l Pension Fund v. Elite Erectors, Inc., 212 F.3d 1031, 1035 (7th Cir. 2000) (holding that statutorily authorized nationwide service of process is proper so "long as defendants have adequate contacts with the United States as a whole"); NGS Am., Inc. v. Jefferson, 218 F.3d 519, 525 n.5 (6th Cir. 2000) (noting that "the weight of Sixth Circuit precedent supports acceptance of the national contacts approach" in an ERISA case); Go-Video, Inc. v. Akai Elec. Co., Ltd., 885 F.2d 1406, 1414 (9th Cir. 1989) (stating that where Congress specifically authorizes nationwide service of process, a federal district court's jurisdiction encompasses the boundaries of the United States and due process requires only that a defendant have minimum contacts with the United States); Pikas v. Williams Cos., 542 F. Supp. 2d 782, 784 (S.D. Ohio 2008) (stating that "ERISA 502(e)(2) allows for personal jurisdiction over a defendant with minimum personal contacts with any of the fifty United States"); Ohio Bldg., 260 F. Supp. 2d at 170-73 (D.D.C. 2003) (ruling that ERISA's nationwide service of process provision subjected a defendant to personal jurisdiction in the District of Columbia, despite the absence of minimum contacts, because the defendant had sufficient minimum contacts with the United States).*fn5
Because the defendants are all companies registered to do business in Florida, the RDM defendants have the "national contacts" necessary to give rise to personal jurisdiction by virtue of ERISA's nationwide service of process provision. See e.g., Ohio Bldg. Restoration, Inc., 260 F. Supp. 2d at 173 (concluding that "ERISA's nationwide service provision permits the [c]court to exercise jurisdiction over [a defendant company] because it is a citizen of the United States"). The RDM defendants do not take issue with the court's exercise of jurisdiction over properly served defendants in an ERISA action. See generally RDM Mot. Accordingly, the court's exercise of personal jurisdiction over the RDM defendants would not offend due process.
Nonetheless, the RDM defendants maintain that personal jurisdiction is not appropriately exercised here because they are not proper defendants, as they are neither bound signatories to any of the contested agreements nor alter egos of Bucher or each other. RDM Mot. at 5-7. Courts have reached differing conclusions as to whether some preliminary finding of potential liability is necessary before asserting personal jurisdiction pursuant to § 502(e) of ERISA.*fn6 The court need not now wade into the debate over whether some minimal showing of a viable claim is necessary prior to exercising personal jurisdiction because, as discussed below, the complaint adequately states a claim against the RDM defendants under Rule 12(b)(6). See infra Part B.2. Thus, because the RDM defendants were served pursuant to § 502(e) of ERISA and due process has been fulfilled, and because the plaintiffs have adequately stated their claims, the court concludes that it has personal jurisdiction over the RDM defendants.
B. The Court Denies the RDM defendants' Motion to Dismiss for Failure to State a Claim
1. Legal Standard for Rule 12(b)(6) Motion to Dismiss for Failure to State a Claim
A Rule 12(b)(6) motion to dismiss tests the legal sufficiency of a complaint. Browning v. Clinton, 292 F.3d 235, 242 (D.C. Cir. 2002). The complaint need only set forth a short and plain statement of the claim, giving the defendant fair notice of the claim and the grounds upon which it rests. Kingman Park Civic Ass'n v. Williams, 348 F.3d 1033, 1040(D.C. Cir. 2003) (citing FED. R. CIV. P. 8(a)(2) and Conley v. Gibson, 355 U.S. 41, 47 (1957)). "Such simplified notice pleading is made possible by the liberal opportunity for discovery and the other pretrial procedures established by the Rules to disclose more precisely the basis of both claim and defense to define more narrowly the disputed facts and issues." Conley, 355 U.S. at 47-48 (internal quotation marks omitted). It is not necessary for the plaintiff to plead all elements of his prima facie case in the complaint, Swierkiewicz v. Sorema N.A., 534 U.S. 506, 511-14 (2002), or "plead law or match facts to every element of a legal theory," Krieger v. Fadely, 211 F.3d 134, 136 (D.C. Cir. 2000) (internal quotation marks and citation omitted).
Yet, "[t]o survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009) (internal quotation marks omitted); Bell Atl. Corp. v. Twombly, 550 U.S. 544, 562 (2007) (abrogating the oft-quoted language from Conley, 355 U.S. at 45-46, instructing courts not to dismiss for failure to state a claim unless it appears beyond doubt that "no set of facts in support of his claim  would entitle him to relief"). A claim is facially plausible when the pleaded factual content "allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal, 129 S.Ct. at 1949 (citing Twombly, 550 U.S. at 556). "The plausibility standard is not akin to a 'probability requirement,' but it asks for more than a sheer possibility that a defendant has acted unlawfully." Id. (citing Twombly, 550 U.S. at 556).
In resolving a Rule 12(b)(6) motion, the court must treat the complaint's factual allegations -- including mixed questions of law and fact -- as true and draw all reasonable inferences therefrom in the plaintiff's favor. Holy Land Found. for Relief & Dev. v. Ashcroft, 333 F.3d 156, 165 (D.C. Cir. 2003); Browning v. Clinton, 292 F.3d 235, 242 (D.C. Cir. 2002). While many well-pleaded complaints are conclusory, the court need not accept as true inferences unsupported by facts set out in the complaint or legal conclusions cast as factual allegations. Warren v. District of Columbia, 353 F.3d 36, 39 (D.C. Cir. 2004); Browning, 292 F.3d at 242. "Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Iqbal, 129 S.Ct. at 1949 (citing Twombly, 550 U.S. at 555).
2. The Plaintiffs Have Stated a Plausible Claim for Relief
The RDM defendants contend that the plaintiffs' complaint is both factually and legally insufficient and, therefore, should be dismissed pursuant to Rule 12(b)(6). RDM Defs.' Mot. at 10-13. First, they argue that the agreements prove that "only Bucher LLC is obligated to make payments to the Union." Id. at 11-12. As for the one agreement signed by "RD Masonry," the RDM defendants assert it was not their signature but rather that of "a company registered in a completely different state [that] has no relationship whatsoever with the parties to this lawsuit." Id. at 11. While the RDM defendants concede that RDMI was at one point bound to an agreement included among the plaintiffs' exhibits, they claim that this agreement expired in April 2003 and, thus, does not support the plaintiffs' request for an audit of the company's records from January 2005 until December 2007. Id. at 12.
The RDM defendants also maintain that the allegations in the complaint are insufficient to maintain a cause of action under alter ego liability because the plaintiffs failed to allege "some manifest injustice or fundamental unfairness" that would result if the companies are not deemed liable as alter egos. Id. at 8. Additionally, they propose the plaintiffs' complaint is deficient because it "only states that the [defendant] entities are jointly and severally liable for each other's debts . . . [and] does not allege that the entities are otherwise liable for each others' obligations." Id. at 12. Because no "debt" has been established, the RDM defendants conclude that the plaintiffs' claims against them should be dismissed. Id. at 13.
The plaintiffs refute that they must plead "manifest injustice" or "fundamental unfairness" to adequately allege a claim alter ego liability, asserting that relevant case law does not support such a requirement. Pls.' Opp'n at 13. The plaintiffs point out that two of the agreements are signed by "RD Masonry," and that all of the agreements contain an "[e]vergreen [c]lause extending [the agreements'] terms on a yearly basis absent timely termination." Id. at 9-10. If further evidence reveals that the "RD Masonry" signature on the agreements is not that of the RDM defendants, the plaintiffs suggest, this should be resolved at the summary judgment stage and not on a motion to dismiss. Id. at 11-12. Lastly, the plaintiffs submit that the RDM defendants' attempt to distinguish between the defendants' "debts" and "obligations" is "frivolous," as they cite no authority supporting dismissal based on such a distinction. Id. at 12.
In the ERISA context, alter ego liability enables benefit plan trustees to "recover delinquent contributions from a sham entity used to circumvent the participating employer's pension obligations." Flynn v. R.C. Tile, 353 F.3d 953, 958 (D.C. Cir. 2004). Holding ERISA defendants liable as alter egos "prevent[s] employers from evading their obligations under labor laws and collective bargaining agreements through the device of making a mere technical change in the structure or identity of the employing entity . . . without making any substantial change in its ownership or management." Mass. Carpenters Cent. Collection Agency v. Belmont Concrete Corp., 139 F.3d 304, 307 (1st Cir. 1998) (internal citations and quotation marks omitted). The alter ego of a signatory to an ERISA-governed collective bargaining agreement is "obligated to honor the pension contribution terms of the [applicable agreement]." R.C. Tile, 353 F.3d at 958 (quoting Cent. States, Se. & Sw. Areas Pension Fund v. Sloan, 902 F.2d 593, 596 (7th Cir. 1990)); see also Stardyne, Inc. v. Nat'l Labor Relations Bd., 41 F.3d 141, 145 (3d Cir. 1994) (stating that "if two entities are found to be alter egos, a collective bargaining agreement covering one entity is automatically deemed to cover the other" (citing Howard Johnson Co. v. Detroit Local Joint Exec. Bd. Hotel & Rest. Employees, 417 U.S. 249, 259 n.5 (1974))).
To determine whether two businesses are alter egos, the court "evaluates the similarities between the two enterprises in their ownership, management, business purpose, operations, equipment, and customers."*fn7 R.C. Tile, 353 F.3d at 958. In this analysis, "no single factor is controlling, and all need not be present to support a finding of alter ego status." Belmont Concrete, 139 F.3d at 308.
The plaintiffs allege that the defendants have "common ownership or management, and/or the same or similar employees, customers, and type of work," and that the RDM defendants have identical street addresses. Compl. ¶ 11. Additionally, the plaintiffs proffer two agreements between the Union and "RD Masonry," both of which contain an "evergreen clause," to show that RDMI was a bound signatory to an ERISA-governed agreement during the contested time period.*fn8 Id. ¶ 12. The plaintiff's allegations together with the agreements signed by "RD Masonry" demonstrate that the plaintiffs have a plausible entitlement to relief under alter ego liability. Thus, contrary to the RDM defendants' assertion, the complaint and its exhibits do not contradict or undermine the plaintiffs' factual allegations in support of the RDM defendants' liability.
Nor is the complaint legally insufficient because it fails to plead "manifest injustice" or "fundamental unfairness." See RDM Defs.' Mot. at 8. "[A] favorable balance of the equities is not required to conclude that one entity is the alter ego of another for the purposes of [§] 515 [of ERISA]." R.C. Tile, 353 F.3d at 960. Indeed, courts in this jurisdiction have generally made determinations regarding alter ego liability without discussing the "injustice" or "unfairness" that would result if such liability were not imposed. See, e.g., id. (conducting an alter ego analysis and imposing no requirement that the plaintiff plead or show inequity); Int'l Painters & Allied Trades Ind. Pension Fund v. M-K Signs, 2010 WL 2093354, at *7 n.1 (D.D.C. May 25, 2010) (same); Bd. of Trs. v. N. Steel Corp., 657 F. Supp. 2d 155, 159-60 (D.D.C. 2009) (same); Flynn v. Veazey Constr. Corp., 424 F. Supp. 2d 24, 33-35 (D.D.C. 2004) (same); Ohio Bldg., 317 F. Supp. 2d at 34-36 (same). Instead, equitable arguments are more appropriately asserted during a later stage of the proceeding as a defense to liability under the alter ego doctrine.*fn9 See R.C. Tile, 353 F. 3d at 958-60 (analyzing the equitable arguments presented as a defense only after determining that the defendant was an alter ego for the purposes of ERISA § 515).
Finally, the court is not persuaded by the RDM defendants' effort to draw a distinction between a party's "debts" and its "obligations." The RDM defendants fail to cite any authority for their assertion that alter ego entities can be held jointly and severally liable only for their "obligations" and not their "debts." See generally RDM Defs.' Mot. Moreover, the complaint is clear in its request for relief: it requests that the court order the defendants to pay their allegedly delinquent contribution to the IPF and IMI and to participate in an audit of their records in order to determine the amount owed. Compl ¶¶ 5, 15. Whether in describing such relief, the plaintiff uses the word "obligation" or "debt" is of no moment.*fn10 Nor is it significant that the plaintiffs have not established the amount owed, as ERISA plaintiffs are routinely unable to provide the exact amount of unpaid contributions owed to them due to a lack access to the defendants' records. Flynn. v. Extreme Granite, Inc., 671 F. Supp. 2d 157, 162 (D.D.C. 2009) (accepting the plaintiffs' estimate of delinquent contributions in order to calculate damages).
Because the plaintiffs have pleaded sufficient factual allegations to support the inference that the RDM defendants are plausibly liable under ERISA for delinquent contributions, the court denies the RDM defendants' motion to dismiss under Rule 12(b)(6).
For the foregoing reasons, the court denies the RDM defendants' motion to dismiss. An Order consistent with this Memorandum Opinion is separately and contemporaneously issued this 7th day of September, 2010.