Local Union 557 Pension Fund v. Penske Logistics LLC
Filing
PUBLISHED AUTHORED OPINION filed. Originating case number: 1:12-cv-02376-ELH. [999568415]. [14-1464]
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PUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 14-1464
FREIGHT DRIVERS AND HELPERS LOCAL UNION NO. 557 PENSION
FUND,
Plaintiff - Appellant,
v.
PENSKE LOGISTICS LLC; PENSKE TRUCK LEASING CO., L.P.,
Defendants – Appellees.
Appeal from the United States District Court for the District of
Maryland, at Baltimore.
Ellen L. Hollander, District Judge.
(1:12-cv-02376-ELH)
Argued:
January 27, 2015
Decided:
April 21, 2015
Before NIEMEYER, THACKER, and HARRIS, Circuit Judges.
Reversed and remanded by published opinion.
Judge Niemeyer
wrote the opinion, in which Judge Thacker and Judge Harris
joined.
ARGUED: Corey Smith Bott, ABATO, RUBENSTEIN & ABATO, PA,
Baltimore, Maryland, for Appellant.
David R. Levin, DRINKER
BIDDLE & REATH LLP, Washington, D.C., for Appellees. ON BRIEF:
Paul D. Starr, ABATO, RUBENSTEIN & ABATO, PA, Baltimore,
Maryland, for Appellant.
Brian A. Coleman, Washington, D.C.,
Mark E. Furlane, DRINKER BIDDLE & REATH LLP, Chicago, Illinois,
for Appellees.
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NIEMEYER, Circuit Judge:
This
appeal
arbitration
raises
proceeding
the
question
under
the
of
how
a
party
Multiemployer
to
Pension
an
Plan
Amendments Act of 1980 (“MPPAA”), Pub. L. No. 96-364, 94 Stat.
1208
(codified
29 U.S.C.),
provided
in
determine
dissatisfied
as
amended
in
scattered
can
obtain
review
29
U.S.C.
§ 1401(b)(2).
whether
party
of
§ 1401(b)(2)
to
commence
the
sections
arbitration
action
and
as
we
must
require
§ 1451
civil
26
order,
Specifically,
and
a
of
the
in
a
district
court by filing a complaint, or whether § 1401(b)(3) requires
the dissatisfied party to file an application for review of the
arbitration order by filing a motion, as provided in the Federal
Arbitration
Act
(“FAA”),
9
U.S.C.
§§ 1-16.
The
distinction
between the two procedures is critical to the outcome of this
appeal.
Freight Drivers and Helpers Local Union No. 557 Pension
Fund
(the
“Pension
Fund”),
a
multiemployer
pension
plan,
commenced this action under § 1401(b)(2) by filing a complaint.
The Pension Fund seeks to vacate or modify an arbitration order,
entered
pursuant
to
§ 1401(a)(1),
which
rejected
the
Pension
Fund’s assessment of withdrawal liability with respect to two
participating employers.
When the district court granted the
participating employers’ motion to dismiss with leave to file an
amended complaint, the Pension Fund filed an amended complaint,
2
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which,
it
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argued,
related
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back
to
the
filing
date
of
the
original complaint under Federal Rule of Civil Procedure 15(c).
Thereafter, however, the district court granted the employers’
second motion to dismiss, ruling that the Pension Fund could
challenge
vacate
or
the
arbitration
modify,
as
award
by
under
provided
only
the
filing
FAA,
a
9
motion
U.S.C.
to
§
6
(providing that “[a]ny application to the court hereunder shall
be made and heard in the manner provided by law for the making
and
hearing
of
motions”).
The
court
thereupon
treated
the
Pension Fund’s amended complaint as a motion and dismissed it,
concluding
that
it
was
untimely
under
§
1401(b)(2)
because,
unlike an amended complaint, a motion cannot “relate back” under
Rule 15.
In addition, because the court treated the amended
complaint
as
a
motion,
it
found
the
motion
deficient
under
District of Maryland Local Rule 105, which requires a motion to
be supported by a memorandum setting forth the reasoning and
authorities for the motion.
On appeal, we conclude that commencing an action by filing
a complaint is the appropriate procedure for seeking review of
an arbitration award entered pursuant to § 1401(a) and that the
amended complaint in this case related back to the filing date
of
the
original
complaint,
thus
3
rendering
it
timely.
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Accordingly, we reverse the district court’s order of dismissal
and remand for further proceedings as a civil action. ∗
I
During the period from 2001 to 2004, Penske Truck Leasing
Co.,
L.P.,
ultimately
engaged
in
transferred
several
ownership
transactions
of
its
by
which
subsidiary,
it
Leaseway
Motorcar Transport Company, to a third party, in which Penske
Truck Leasing apparently retained a minority ownership interest.
As a result of the restructuring, Penske Truck Leasing took the
position
that
it
and
Leaseway
were
no
longer
under
“common
control,” as that term is used in the Employee Retirement Income
Security
Act
of
1974
(“ERISA”),
29
U.S.C.
§ 1301(b)(1).
Thereafter, Leaseway ceased making contributions to the Pension
Fund, and the Fund responded by assessing withdrawal liability
against Penske Truck Leasing and the Penske Logistics Group LLC,
an
affiliated
company,
(collectively
the
“Penske
companies”).
When neither Penske Truck Leasing nor Penske Logistics satisfied
the
Pension
Fund’s
requests
for
∗
withdrawal
liability,
the
With respect to pending cases, in which the party seeking
review of an MPPAA arbitration order under § 1401(b) filed a
motion, as provided by the FAA, 9 U.S.C. § 6, we encourage
district courts to be flexible in allowing the party to bring
its process in compliance with our decision today, subject to
considerations of prejudice and equity.
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parties submitted the dispute to arbitration, as mandated by
§ 1401(a)(1).
The
parties
to
the
arbitration
proceeding
were
“Penske
Logistics LLC [and] Penske Truck Leasing Co., L.P.,” on the one
side and “Freight Drivers & Helpers Local Union No. 557 Pension
Fund” on the other, and the arbitrator never suggested that the
parties to the proceeding were not the appropriate parties.
The
arbitrator dismissed the Pension Fund’s claim for the imposition
of
withdrawal
concluding
liability
that
the
in
Penske
an
order
companies
dated
were
July 13,
not
liable
2012,
for
withdrawal payments because the Pension Fund was exempt as “a
trucking industry fund as that term is described in [29 U.S.C.
§ 1383(d)].”
The
Pension
Fund,
as
the
dissatisfied
party
to
the
arbitration proceeding, commenced this action on August 9, 2012,
to vacate or modify the arbitrator’s order, alleging that the
arbitrator erred as a matter of law in applying the trucking
industry exemption.
The Pension Fund captioned its complaint
“Freight Drivers and Helpers Local Union No. 557 Pension Fund,
by its Trustee, William Alexander,” versus “Penske Logistics LLC
[and] Penske Truck Leasing Co., L.P.”
The
Penske
companies
filed
a
motion
to
dismiss
the
complaint, arguing that because the Pension Fund sued “by its
Trustee, William Alexander,” instead of by its Joint Board of
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Trustees (consisting of four trustees), the Pension Fund did not
have standing to sue under § 1401(b)(2).
The district court
granted the motion and gave the Pension Fund 21 days within
which to file an amended complaint to correct the deficiency.
It
district
is
significant
court
that
analyzed
the
in
reaching
MPPAA’s
its
decision,
procedures
for
the
judicial
review of an arbitration award as requiring the commencement of
a civil action.
that
Explaining the procedures, the court stated
“[j]udicial
review
of
the
arbitrator’s
decision
is
available to ‘any party thereto,’” as indicated by the title to
§
1401(b)(2),
arbitration
by
filing
award.’”
a
“‘civil
(Quoting
summarized,
“As
indicated,
§ 1401(b)(2)
must
be
brought
an
‘in
§ 1451, titled ‘Civil actions.’”
action
subsequent
§ 1401(b)(2)).
action
under
accordance
with’
The
29
to
court
U.S.C.
29
U.S.C.
Further on in its analysis,
the court applied the rules applicable to complaints, indicating
that a court may “consider documents attached to the complaint,
as well as those attached to the motion to dismiss, so long as
they are integral to the complaint and authentic.”
(Quoting
Philips v. Pitt Cnty. Mem’l Hosp., 572 F.3d 176, 180 (4th Cir.
2009)).
In determining who the proper party plaintiff would be
in any such action, the court explained the relationship between
§ 1401(b)(2) and § 1451.
It stated, “[Section 1451] pertains to
the manner in which the § 1401(b)(2) action is initiated, i.e.,
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how.
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In
other
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words,
procedural
governing
§ 1451(d),
(g).”
set
forth
requirements
provisions
§
venue
and
1401(b)(2)
in
§
service
Reiterating
the
incorporates
1451,
the
See
id.
for
policy
as
process.
of
such
the
a
such
civil
action, as described in Board of Trustees, Sheet Metal Workers’
National Pension Fund v. BES Services, Inc., 469 F.3d 369, 37374
(4th
Cir.
2006),
the
to
adopt
a
intended
district
court
stream-lined
“arbitration, with judicial review.”
related
process
how
that
Congress
required
(Emphasis added).
The
Court stated in conclusion, “For the foregoing reasons, I will
grant defendants’ Motion to Dismiss, without prejudice, and with
leave to amend.
Specifically, plaintiff may amend the Complaint
provided that the Board of Trustees file[] suit on behalf of the
Fund.”
(Emphasis
added).
The
court
gave
the
Pension
Fund
21 days within which to file its amended complaint.
As authorized by the district court, the Pension Fund filed
its
amended
complaint
within
21
days,
naming
as
plaintiff
“Freight Drivers and Helpers Local Union No. 557 Pension Fund,
by its Plan Sponsor, The Joint Board of Trustees.”
The Penske companies again filed a motion to dismiss the
amended complaint, this time arguing that a party challenging an
MPPAA
arbitration
accordance
with
order
the
FAA,
must
do
rather
so
than
by
by
filing
a
motion
in
filing
a
complaint.
They argued further that if the district court were to treat the
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amended
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complaint
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as
the
a
motion,
motion
would
be
untimely
because it was not filed within 30 days of the arbitration award
and
would
be
Rule 105,
deficient
which
for
requires
failing
an
to
comply
accompanying
with
Local
memorandum
of
“reasoning and authorities.”
The
district
court
again
granted
the
Penske
companies’
motion to dismiss by order dated February 7, 2014, and thus it
ended the litigation.
first
that
the
In doing so, the district court concluded
Penske
companies
were
correct
that
a
party
challenging an MPPAA arbitration award must do so by filing a
motion, as required by the FAA, because, as they claimed, such a
procedure was required by § 1401(b)(3).
The court stated:
[Section 1401(b)(3)] plainly provides that arbitration
proceedings
under
ERISA
should
be
conducted
in
accordance with the procedures set forth in the FAA,
and the FAA plainly provides that a party seeking to
vacate an arbitration award must proceed by motion.
*
*
As a result, plaintiff’s
improper filing.
*
“Amended
Complaint”
is
an
The court declined, however, to elevate form over substance and
therefore
treated
motion to vacate.
the
Pension
Fund’s
amended
complaint
as
a
But in doing so, it noted that a motion,
unlike a complaint, could not relate back under Federal Rule of
Civil Procedure 15(c), therefore rendering the motion untimely.
Moreover, in treating the amended complaint as a motion, the
court
also
concluded
that
the
8
motion
should
have
been
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“accompanied by a memorandum setting forth the reasoning and
authorities in support of it,” as required by Local Rule 105.
After
the
district
court
denied
its
motion
for
reconsideration, the Pension Fund filed this appeal, challenging
the
district
seeking
court’s
review
of
an
gateway
MPPAA
procedural
arbitration
ruling
order
that
must
a
do
party
so
by
filing a motion, as provided in the FAA.
II
The Pension Fund contends that the district court erred in
rejecting its filing of a complaint as the proper method by
which to obtain review of an MPPAA arbitration order.
It argues
that 29 U.S.C. §§ 1401(b)(2) and 1451 “evince that the mechanism
through
which
to
bring
an
action
[to
vacate
or
modify
an
arbitration award] is by filing a complaint.”
The Penske companies contend, to the contrary, that “the
sole method to challenge an arbitration award . . . is by filing
a motion, so the ‘Amended Complaint’ is not a proper method for
the [Pension Fund] to challenge the arbitration award.”
They
rely on § 1401(b)(3), which provides that “[a]ny arbitration
proceedings under this section shall, to the extent consistent
with this subchapter, be conducted in the same manner, subject
to the same limitations, carried out with the same powers . . .
9
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and
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enforced
in
United
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States
courts
as
an
arbitration
proceeding carried out under [the FAA].”
The difference in the parties’ positions thus presents the
narrow
procedural
question
of
whether
a
party
who
seeks
to
vacate or modify an arbitration award under the MPPAA (1) must
commence an action by filing a complaint or (2) must file an
application by motion under the FAA.
We conclude that the MPPAA
requires the former.
The
MPPAA
provides
that
after
mandatory
arbitration
proceedings have been conducted pursuant to § 1401(a), a party
to the arbitration proceeding “may bring an action . . . in an
appropriate
vacate,
United
or
modify
(emphasis added).
States
the
district
court
arbitrator’s
.
.
award.”
.
to
enforce,
§ 1401(b)(2)
It also provides that the action must be
brought “in accordance with section 1451 of this title,” id.,
which, in turn, requires that “the complaint in any action under
.
.
.
section 1401
of
this
title
shall
be
served
upon
the
[Pension Benefit Guaranty Corporation] by certified mail,” id.
§ 1451(g)
(emphasis
added).
The
plain
meaning
of
these
provisions can only lead to the conclusion that a party seeking
review of an MPPAA arbitration award must do so by commencing a
civil action in a district court by filing a complaint to vacate
or modify the award.
While the titles of § 1401(b) and § 1451,
explicitly referring to such review as a “civil action,” are not
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part of the substantive text, the text in no uncertain terms
refers to a civil action, using the terms “an action” in a
“district court” with respect to which the “complaint” must be
served on the Pension Benefit Guaranty Corporation.
this
is
the
language
of
most
federal
statutes
Indeed,
providing
for
civil actions in a district court.
This
reading
is
confirmed
by
the
statute’s
identical
provision for a civil action to collect withdrawal liability
payments where no arbitration is involved.
provides
that
“[i]f
initiated . . . ,
no
the
arbitration
amounts
Section 1401(b)(1)
proceeding
demanded
has
[for
been
withdrawal
liability] shall be due and owing” and the Plan’s sponsor “may
bring an action . . . for collection.”
(Emphasis added).
The
parties agree that this provision authorizes collection by means
of a civil action commenced by the filing of a complaint in
court.
They can hardly deny that the exact same language used
in § 1401(b)(2) likewise authorizes review of an arbitration
award by means of a civil action commenced by the filing of a
complaint
in
court.
Baseball
Co.,
532
See
U.S.
United
200,
213
States
v.
(2001)
Cleveland
(noting
the
Indians
general
presumption that “identical words used in different parts of the
same act are intended to have the same meaning” (quoting Atl.
Cleaners
&
Dyers,
Inc.
v.
United
(1932)).
11
States,
286
U.S.
427,
433
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Finally, it is no accident that the MPPAA uses the terms of
art “an
action,”
“civil
action,”
“in
a
district
court,”
and
“complaint,” which are precisely those used by the Federal Rules
of Civil Procedure governing civil actions in district courts.
Rule 2 provides that “[t]here is one form of action -- the civil
action,” and Rule 3 provides that “[a] civil action is commenced
by filing a complaint with the [district] court.”
Fed. R. Civ.
P. 2, 3 (emphasis added).
Moreover, the House Committee Report explaining the MPPAA
leaves
little
doubt
that
judicial
review
authorized
by
§ 1401(b)(2) refers to review by a civil action commenced by the
filing of a complaint.
In describing enforcement of arbitration
awards under the MPPAA by a “civil action,” the Report states:
In general, the district courts of the United States
have exclusive jurisdiction for civil actions under
the bill without regard to the amount in controversy.
In the case of an action brought by a plan fiduciary
to collect withdrawal liability, State courts of
competent authority are also to have jurisdiction.
*
*
*
In addition, a copy of the complaint in any action
brought under the bill is to be served on the PBGC by
certified mail. The PBGC may intervene in any action
brought under the bill.
In the case of an action under the bill, the court is
permitted to award to the prevailing party all or a
portion of costs and expenses in connection with the
action, including reasonable attorneys fees.
The period of limitations for the commencement of an
action under the bill is to expire six years after the
date on which the cause of action arose.
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H.R. Rep. No. 96-869, pt. 2, at 42 (1980), reprinted in 1980
U.S.C.C.A.N. 2993, 3032.
The Penske companies rely exclusively on § 1401(b)(3) in
support
of
their
position.
That
provision
incorporates
generally the FAA procedures for “[a]ny arbitration proceedings”
under
the
MPPAA,
which,
they
argue,
includes
procedures for review of arbitration awards.
First,
we
note
subsection (b)(3)
arbitration
that
if
(providing
there
proceedings)
for
and
were
use
FAA’s
See 9 U.S.C. § 6.
any
of
subsection
the
tension
FAA
between
procedures
for
(providing
for
(b)(2)
civil actions to review arbitration awards), subsection (b)(3)
requires
that
expressly
subsection (b)(2)
limits
govern,
applicability
of
consistent with this subchapter.”
the
as
subsection (b)(3)
FAA
“to
the
§ 1401(b)(3).
extent
But when the
overall structure of the statute is considered and the statute
is
properly
Subsection
liability
requires
construed,
(a)(1)
be
that
there
requires
submitted
the
appears
that
to
with
the
subsection
(b)(2)
and
arbitration
awards
be
disputes
set
1451(g)
pursued
no
by
forth
tension.
withdrawal
subsection (b)(3)
be
in
require
bringing
such
over
proceedings”
procedures
§
be
arbitration;
“arbitration
accordance
to
conducted
the
that
a
civil
in
FAA;
and
review
of
action
in
district court by filing a complaint and serving a copy on the
Pension Benefit Guaranty Corporation.
13
Thus, the mechanisms for
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conducting arbitration proceedings are provided by the FAA and
the mechanisms for review of those proceedings are provided by
the MPPAA
and
the
rules
governing
civil
actions
in
district
courts, beginning with the commencement of a civil action by the
filing of a complaint.
The conclusion that the MPPAA distinguishes procedures for
arbitration proceedings from procedures for judicial review is
further indicated by the scope of regulations promulgated by the
Pension Benefit Guaranty Corporation regarding “Arbitration of
Disputes
in
Multiemployer
Plans,”
29
C.F.R.
pt.
4221.
The
stated purpose of those regulations is to “establish procedures
for arbitration, pursuant to [§ 1401], of withdrawal liability
disputes.”
Id. § 4221.1.
And in providing the procedures for
arbitration proceedings under the MPPAA, the regulations limit
their scope “to arbitration proceedings initiated pursuant to
[§ 1401]” and then “only to the extent that they are consistent
with this part and adopted by the arbitrator in a particular
proceeding.”
Id.
The regulations provide procedures for every
stage of such an arbitration proceeding from its “initiation” to
the
“award,”
procedure
for
id.
§§
review
4221.3-4221.8,
of
an
award
but
they
except
the
“reconsideration of [an] award,” id. § 4221.9.
provide
no
arbitrator’s
The absence of
regulations pertaining to judicial review speaks volumes about
the scope of § 1401(b)(3)’s reference to the FAA.
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It is therefore not surprising that in MPPAA arbitration
cases,
we
have
noted
that
the
MPPAA
“clear[ly]
authoriz[es] . . . judicial review . . . [of] the arbitrator’s
legal rulings,” Republic Indus., Inc. v. Teamsters Joint Council
No. 83 of Va. Pension Fund, 718 F.2d 628, 641 (4th Cir. 1983)
(emphasis added), and that the judicial review authorized by
§ 1401(b)(2)
is
much
more
expansive
than
the
narrow
review
authorized by the FAA, see id. (noting that the FAA “prohibits
judicial
review
of
legal
or
submitted to an arbitrator”).
factual
disputes
voluntarily
While the MPPAA does restrict to
some degree judicial review of an arbitrator’s factual findings,
see
§ 1401(c)
(creating
a
presumption
of
correctness
of
the
arbitrator’s findings of fact), it provides de novo judicial
review of the arbitrator’s legal conclusions, see Trustees of
the Cent. Pension Fund of the Int’l Union of Operating Eng’rs
and Participating Emp’rs v. Wolf Crane Serv., Inc., 374 F.3d
1035,
1038
(11th
Cir.
2004)
(noting
that
“the
appropriate
standard of review is clear error for findings of fact [made by
the
arbitrator]
and
de
novo
for
conclusions
of
law”
and
collecting cases of the different courts of appeals so holding,
including
our
decision
in
Republic
Industries).
Indeed,
we
explained the overall structure of the MPPAA in BES Services,
where we described precisely the dichotomy of procedures -- FAA
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procedures for arbitration proceedings and judicial review by
court proceedings in a district court:
Congress did not intend to create a new, broad
category of litigation that would force benefit plans
to spend their assets on court costs and attorneys
fees.
Rather, it chose to require arbitration, with
judicial review, to create a more efficient disputeresolution process.
*
*
*
Thus,
when
there
is
a
dispute
concerning
the
determination of withdrawal liability, the dispute,
whether over law, facts, or both, is committed in the
first instance to arbitration.
And that arbitration
proceeding is conducted as any arbitration would be
conducted under the Federal Arbitration Act.
But unlike the Federal Arbitration Act, the MPPAA
treats an award issuing from such a § 1401 arbitration
like an agency determination -- the arbitrator decides
the issues in the first instance but then the decision
is subject to judicial review.
*
*
*
Thus, if a party commences an action in federal court
without
having
first
exhausted
the
mandatory
arbitration process, it will be subject to a failureto-exhaust defense.
469 F.3d at 374-75 (emphasis added) (citation omitted).
In sum, a party seeking to vacate or modify an arbitrator’s
award under § 1401(b)(2) must commence an action in a district
court by filing a complaint and pursuing that action thereafter
in accordance with the Federal Rules of Civil Procedure.
16
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III
The distinction between a civil action commenced by the
filing of a complaint to vacate an arbitration award and an
application to vacate an award by means of a motion is critical
in this case.
The arbitrator’s award was entered on July 13, 2012, and
the Pension Fund commenced this action to challenge the award
within
30
days,
as
required
by
§ 1401(b)(2),
by
filing
complaint in the district court on August 9, 2012.
a
When the
district court granted the Penske companies’ motion to dismiss
for lack of standing, it granted the Pension Fund leave to file
an
amended
complied
complaint
with
that
August 7, 2013.
within
order,
21 days,
filing
an
and
the
amended
Pension
Fund
complaint
on
Because that date was far beyond the 30 days
specified by § 1401(b)(2), however, the amended complaint would
be timely only if it related back to the filing date of the
original
complaint,
pursuant
to
Federal
Rule
of
Civil
Procedure 15(c).
The
district
court
did
not
address
whether
the
Pension
Fund’s amended complaint, properly viewed as such, related back;
rather,
it
concluded
that
the
amended
complaint
should
be
treated as a motion and that a motion “cannot ‘relate back’
under Federal Rule of Civil Procedure 15.”
Thus, in treating
the Pension Fund’s amended complaint as a motion, the district
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court created the conditions for the court’s order of dismissal.
First, it dismissed the motion as untimely; and second, it found
the
motion
deficient
because
it
was
not
accompanied
by
a
memorandum setting forth the “reasoning and authorities” for the
motion, as required by Local Rule 105.
Inasmuch as we find that the Pension Fund’s filing of a
complaint
was
indeed
the
appropriate
procedure
by
which
to
challenge the arbitration award under § 1401(b)(2), we are left
to determine only whether the Pension Fund’s amended complaint
related
back
Because
the
question
to
the
factual
are
not
filing
date
circumstances
disputed
and
412
district
address
F.3d
court
these
540,
did
544
not
arguments
n.*
is
original
to
complaint.
resolving
relation-back
this
question
is
See Hill v. Peoplesoft USA,
(4th
address
the
relevant
the
purely legal, we decide it here.
Inc.,
of
Cir.
these
unnecessary
2005)
(“Although
arguments,
a
because
the
remand
the
to
arguments
raise purely legal questions based on facts not in dispute”).
Federal Rule of Civil Procedure 15 provides in pertinent
part:
An amendment to a pleading relates back to the date of
the original pleading when . . . the amendment asserts
a claim or defense that arose out of the conduct,
transaction, or occurrence set out -- or attempted to
be set out -- in the original pleading.
Fed. R. Civ. P. 15(c)(1)(B).
Even with the addition of new
parties, the Rule allows the relation back of amendments so long
18
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as
Doc: 27
the
Filed: 04/21/2015
have
parties
Pg: 19 of 22
of
notice
the
transaction, or occurrence at issue.
particular
conduct,
See 6A Charles Alan Wright
et al., Federal Practice & Procedure § 1498 (3d ed. 2010 &
Supp. 2014).
In this case, the original complaint was brought in the
name of the Pension Fund, by one of its trustees, challenging
the July 13 arbitrator’s award, to which the Pension Fund and
the Penske companies had been the only parties.
As with the
original complaint, the amended complaint was again brought in
the name of the Pension Fund, but this time by its Board of
Trustees, comprised of four members.
the same July 13 arbitration award.
And it again challenged
In short, the Pension Fund
as the named party remained the same; the conduct challenged
remained the same; and the cause of action remained the same.
The only change effectuated by the amended complaint was to note
that
the
Pension
Fund
was
suing
through
all
four
trustees
in
the
amended
instead of only one.
Because
complaint
the
were
substantive
identical
to
allegations
those
contained
in
the
initial
complaint, the requirements of relation back under Rule 15(c)
clearly apply.
See Wilkins v. Montgomery, 751 F.3d 214, 225
(4th Cir. 2014) (“The proposed amended complaint in this case
clearly
. . .
meets
because
the . . .
requirement
it
not]
[does
alter
19
of . . .
the
Rule 15(c)(1)(B)
underlying
causes
of
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action”).
Filed: 04/21/2015
Pg: 20 of 22
Moreover, the Penske companies have identified no
prejudice nor have they identified any information or fact that
they
did
not
complaint.
oral
know
as
of
the
filing
date
of
the
original
Indeed, the Penske companies’ counsel conceded at
argument
that
there
was
“absolutely
no
doubt”
that
the
initial complaint placed the Penske companies on notice of the
claims leveled against them by the Pension Fund.
The Penske companies argue that the second filing was not
really an “amended” complaint at all, but rather the initial
complaint of the only party to have statutory standing to bring
the suit, the Joint Board of Trustees.
They reason therefore
that the second filing commenced an entirely new action that
could not “relate back” to anything.
This argument is hyper-
technical, carrying no equitable or pragmatic weight.
it
is
inconsistent
with
the
circumstances
acted
district court and with the conduct of the parties.
Moreover,
on
by
the
The court
stated that “[the] plaintiff” -- identified in the caption of
the
court’s
order
as
the
Pension
Fund
--
“may
amend
the
Complaint provided that the Board of Trustees file[] suit on
behalf
of
the
Fund.”
And,
in
amending
its
complaint,
the
Pension Fund did exactly what the district court instructed it
to
do,
changing
nothing
except
Fund’s trustees.
20
the
reference
to
the
Pension
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Further,
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as
the
Pg: 21 of 22
Advisory
Committee
Notes
to
Rule 15(c)
observe, the Rule does not expressly treat the relation back of
an
amended
complaint
that
changes
plaintiffs.
Fed.
R.
Civ.
P. 15 advisory committee’s note to 1966 amendment; see also In
re
Cmty.
Bank
of
N.
(explaining
that
Rule
“amendments
changing
Va.,
622
15(c)
F.3d
does
plaintiffs”
275,
not
because
297
(3d
expressly
“th[at]
Cir.
2010)
contemplate
problem
is
generally easier [than that of amendments changing defendants]”
(second
advisory
alteration
in
committee’s
original)
note
to
(quoting
1966
Fed.
R.
Civ.
amendment)).
P.
Thus,
15
the
amendment at issue does not technically implicate the “chief
consideration of policy” of Rule 15(c).
See id. (quoting Fed.
R. Civ. P. 15 advisory committee’s note to 1966 amendment); cf.
Hinson v. Norwest Fin. S.C., Inc., 239 F.3d 611, 618 (4th Cir.
2001) (“[A] court determining whether to grant a motion to amend
to join additional plaintiffs must consider . . . the general
principles of amendment provided by Rule 15(a) . . .” (emphasis
added)).
As explained by Professors Wright and Miller:
As long as defendant is fully apprised of a claim
arising from specified conduct and has prepared to
defend the action, defendant’s ability to protect
itself will not be prejudicially affected if a new
plaintiff is added, and defendant should not be
permitted to invoke a limitations defense. This seems
particularly sound inasmuch as the courts will require
the scope of the amended pleading to stay within the
ambit of the conduct, transaction, or occurrence set
forth in the original pleading.
21
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Wright
omitted).
et
Filed: 04/21/2015
al.,
supra,
§
Pg: 22 of 22
1501
(emphasis
added)
(footnote
The important fact remains that the amended complaint
concerns the same conduct, transaction, or occurrence set forth
in the original pleading.
We
conclude,
complaint
relates
therefore,
back
to
that
the
the
Pension
filing
date
of
Fund’s
the
amended
original
complaint under Federal Rule of Civil Procedure 15(c).
*
*
*
For the reasons given, we reverse and remand for further
proceedings as a civil action.
REVERSED AND REMANDED
22
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