Bell et al v. Architectural Woodwork, Inc. et al

Filing 62

MEMORANDUM AND ORDER (See Full Order) IT IS HEREBY ORDERED that Plaintiffs motion for summary judgment (Doc. 49 ) is GRANTED in part and DENIED in part as described herein. IT IS FURTHER ORDERED that Plaintiffs are entitled to their claim for join t and several withdrawal liability against Defendants Architectural Woodwork, Inc. and Ahmann, LLC. In addition to withdrawal liability in the amount of $383,157.00, Plaintiffs are entitled to interest, liquidated damages, attorneys fees, and costs in accordance with Section 502(g)(2) of ERISA, 29 U.S.C. § 1132(g)(2). IT IS FURTHER ORDERED that Plaintiffs are granted thirty (30) days from the date of this Order to submit a proposed computation of interest, liquidated damages, att orneys fees, and costs and support therefor. Although the parties are highly encouraged to resolve any disputes regarding Plaintiffs calculations informally, Defendants are granted ten (10) days from the date of the Plaintiffs submission to file any objections. (Response to Court due by 2/19/2021). Signed by Magistrate Judge Nannette A. Baker on 1/19/21. (EAB)

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UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
RENEE BELL, et al.,
Plaintiffs,
v.
ARCHITECTURAL WOODWORK, INC.,
et al.,
Defendants.

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Case No. 4:18-CV-496 NAB

MEMORANDUM AND ORDER
This matter is before the Court on Plaintiffs’ Motion for Summary Judgment. (Doc. 49.)
The parties have consented to the jurisdiction of the undersigned United States Magistrate Judge
pursuant to 28 U.S.C. § 636(c). (Doc. 13.) For the following reasons, the Court grants in part and
denies in part Plaintiffs’ Motion for Summary Judgment.
I.

Procedural Background
Plaintiffs Carpenters’ Pension Trust Fund of St. Louis and the Trustees thereof (“Pension

Fund” or “Plaintiffs”) brought this action against Defendants Architectural Woodwork, Inc.,
Ahmann, LLC, and Wood Ventures Group, LLC for the collection of withdrawal liability under
the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1381, et seq. (“ERISA”), as
amended by the Multiemployer Pension Plan Amendments Act of 1980, 29 U.S.C. § 1381, et seq.
(“MPPAA”).
In their First Amended Complaint, Plaintiffs contend Defendant Architectural Woodwork,
Inc. (“AWC”) withdrew from the pension fund and thus is subject to withdrawal liability. Plaintiffs
also contend Defendants Ahmann, LLC (“Ahmann”) and Wood Ventures Group, LLC (“Wood
Ventures”) are part of a control group with AWC such that they are jointly and severally liable for

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the withdrawal liability of AWC. Plaintiffs seek to recover withdrawal liability in the amount of
$383,1570.00, interest, liquidated damages, costs, and reasonable attorneys’ fees.
Plaintiffs moved for summary judgment against all three Defendants. (Doc. 49.) Defendant
Wood Ventures Group, LLC filed an opposition. (Doc. 54.) Plaintiffs filed a reply. (Doc. 57.)
Wood Ventures filed a sur-reply, and Plaintiffs filed a response to Wood Ventures’ sur-reply.
(Docs. 59-1, 60.) Defendants Architectural Woodwork, Inc. and Ahmann, LLC did not file an
opposition or otherwise respond to Plaintiffs’ summary judgment motion, and the time to do so
has passed.
II.

Standard of Review
Summary judgment is appropriate when no genuine issue of material fact exists in the case

and the movant is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a); Celotex Corp. v.
Catrett, 477 U.S. 317, 322-23 (1986). The initial burden is placed on the moving party. City of Mt.
Pleasant, Iowa v. Associated Elec. Co-op., Inc., 838 F.2d 268, 273 (8th Cir. 1988). If the record
demonstrates that no genuine issue of fact is in dispute, the burden then shifts to the non-moving
party, who must set forth affirmative evidence and specific facts showing a genuine dispute on that
issue. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249 (1986). In determining whether summary
judgment is appropriate in a particular case, the evidence must be viewed in the light most
favorable to the nonmoving party. Osborn v. E.F. Hutton & Co., Inc., 853 F.2d 616, 619 (8th Cir.
1988). Self-serving, conclusory statements without support are not sufficient to defeat summary
judgment. Armour and Co., Inc. v. Inver Grove Heights, 2 F.3d 276, 279 (8th Cir. 1993).
III.

Factual Background

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The Court finds that the following facts, viewed in the light most favorable to Defendants,
are material and undisputed for purposes of Plaintiffs’ Motion for Summary Judgment. 1
The Carpenters Pension Trust Fund of St. Louis (“Pension Fund”) is a multi-employer
pension plan within the meaning of the ERISA, 29 U.S.C. §§1002(2)(A) and (37)(A) which
provides pension benefits to covered participants who meet the qualifications of such benefits. The
Trustees of the Pension Plan are Albert Bond, Donald Brussel, Jr., Dan Neiswander, Todd Hake,
Rocky Kloth, Scott Byrne, Keith Taylor, Craig McPartlin, Tod O’Donaghue, Robert Calhoun,
Kevin Deptula, Jim Sauer, Tim Schoolfield and Greg Hesser.
AWC was party to collective bargaining agreements with the St. Louis-Kansas City
Carpenters Regional Council (“Carpenters Union”) which required it to make contributions to the
Pension Fund. AWC was in the business of manufacturing custom woodwork, primarily for
commercial and institutional projects. In or around 1986, James Ahmann Ryan acquired an
ownership interest in AWC.
AWC went out of business due to a loss of customers. AWC’s last payroll was January 22,
2016, which reflected work performed by five employees who were members of the Carpenters
Union through January 19, 2016. When AWC ceased operations, Mr. Ryan owned 92% of AWC.
From February 2016 to April 2016, AWC’s inventory, equipment and office furnishings were sold
at auction for a gross sales price of $313,189.00. As is further explained below, AWC transferred
the $313,189.00 in auction proceeds to Wood Ventures.
Ahmann, LLC is a limited liability company owned by Mr. Ryan and his wife. The original
purpose of Ahmann was to manage investments from an inheritance received by Mr. Ryan. At
some point, Ahmann made a $20,000 loan to AWC and a $5,000 loan to AWC. In January 2016,

1

The facts listed are undisputed by the parties or supported by appropriate citations to the record as required by Local
Rule 4.01(E).
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Ahmann began performing consulting work for Kirkwood Stair and Millwork (“Kirkwood Stair”).
In January 2016, Ahmann performed work related to a custom wooden bar in a residence for which
Kirkwood Stair was performing work. Ahmann billed Kirkwood Stair for this work, and was paid.
Ahmann continued performing work on this project through April 2016. Ahmann worked on
another project for Kirkwood Stair, and also worked on and received payment for a project for
Waterhot Construction Company at Washington University’s North and South Towers. Ahmann
used the name “Wood Ventures Group” as a d/b/a name.
Wood Ventures Group, LLC is a limited liability company that was registered with the
Missouri Secretary of State on December 16, 2015. Its Articles of Organization state that it was
organized “for all valid business purposes.” Since its formation on this date, James Ryan has own
100% of its stock. According to Mr. Ryan, Wood Ventures was created for the purpose of
collecting a secured debt that AWC owed to Mr. Ryan. From approximately 2011 through 2014,
Mr. Ryan loaned AWC approximately $2,000,000, including unpaid interest. A Security
Agreement and UCC filing recorded AWC’s debt owed to Mr. Ryan. Once AWC received the
$313,189.00 in liquidation proceeds from selling assets at auction, this sum was transferred to
Wood Ventures, and Wood Ventures transferred the sum to Mr. Ryan, who retained it for personal
use. According to Mr. Ryan, he structured his repayment through Wood Ventures because he did
not want to be identified to AWC’s other creditors:
It was assumed that unhappy creditors would be calling and talking to my attorney's
office and asking well, been told they're not going to get paid because everything
is going to go to the secured creditor. And the question is who's the secured creditor.
And it was felt that I would rather have them answer that as Wood Ventures Group,
LLC as opposed to Jim Ryan.
(Doc. 56, ¶ 4.)

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AWC withdrew from the Pension Fund as of January 19 or 22, 2016. By letter dated April
15, 2016, the Pension Fund informed AWC that the Pension Fund calculated the withdrawal
liability assessable to AWC to be $383,157. The Pension Fund requested full payment from AWC
by May 1, 2016, or alternatively, the Pension Fund proposed a payment plan that allowed for
quarterly payments with an 8% interest rate. AWC has not paid any of the assessed withdrawal
liability.
By letter dated April 10, 2017, the Pension Fund’s legal counsel advised Ahmann and
Wood Ventures that it was the Pension Fund’s position that these entities were members of a
common control group with AWC, and thus were also liable for AWC’s withdrawal liability.
Wood Ventures denies that it is a member of a common control group with AWC.
By letter dated September 8, 2017, counsel for Ahmann and Wood Ventures requested that
the Pension Fund review its determination that Ahmann and Wood Ventures were part of a
common control group with AWC. By letters dated November 20, 2017 and January 29, 2018,
counsel for the Pension Fund advised counsel for Ahmann and Wood Ventures that the request for
review was considered by the Trustees of the Pension Fund and denied, and that the Pension Fund
maintained its position that Ahmann and Wood Ventures were members of a common control
group with AWC. Neither AWC nor Ahmann nor Wood Ventures requested arbitration of this
determination pursuant to 29 U.S.C. § 1401.
IV.

Discussion
Plaintiffs seek summary judgment, arguing that Defendants are subject to withdrawal

liability. Plaintiffs argue there is no dispute that AWC is subject to withdrawal liability. Plaintiffs
then argue that Ahmann and Wood Ventures are part of a control group with AWC because they
were trades or businesses under common ownership with AWC, and thus all Defendants are a

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“single employer” under ERISA, 29 U.S.C. § 1301(b)(1), all jointly and severally liable for AWC's
withdrawal liability.
A. ERISA and the MPPAA
ERISA was enacted in 1974 to ensure that employees who were promised pension benefits
would receive those benefits on retirement. PACE Indus. Union-Mgmt. Pension Fund v. Troy
Rubber Engraving Co., 805 F. Supp. 2d 451, 456-57 (M.D. Tenn. 2011) (citing Mason & Dixon
Tank Lines, Inc. v. Cent. States, Se. & Sw. Areas Pension Fund, 852 F.2d 156, 158 (6th Cir. 1988)).
ERISA was amended in 1980 by the MPPAA, which responded to the problem of employers
withdrawing from multiemployer pension plans when diminishing overall participation forced
remaining employers to contribute at a higher level in order to meet the funds’ past liabilities. Id.
To address this problem, “[t]he MPPAA requires employers who withdraw, completely or
partially, from a multiemployer pension plan to contribute to the plan a proportionate share of the
unfunded, vested benefits.” Id.
Relevant to this case, “complete withdrawal” is “when an employer (1) permanently ceases
to have an obligation to contribute under the plan, or (2) permanently ceases all covered operations
under the plan.” 29 U.S.C. § 1383(a). The amount of an employer's withdrawal liability is
determined by a plan's trustees, who must show the employer was obligated to contribute to the
plan under a collective bargaining agreement and that the employer has withdrawn from the
plan. 29 U.S.C. §§ 1382, 1392(a). The amount of the withdrawal liability is determined according
to a formula provided in 29 U.S.C. §§ 1381(b) and 1391. Once the employer's withdrawal liability
is determined, the plan sponsor must, “as soon as practicable,” notify the employer of the amount
of liability and make a demand for payment. 29 U.S.C. §§ 1382, 1399(b)(1).

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After receiving notice of withdrawal liability, the employer has ninety days to (i) request
that the plan sponsor review “any specific matter” regarding the liability and payment schedule
determination, (ii) “identify any inaccuracy in the determination of the amount of the unfunded
vested benefits allocable to the employer,” and (iii) provide the plan sponsor additional
information. § 1399(b)(2)(A). If there is “any dispute ... concerning a determination made
under sections 1381 through 1399 of this title,” either party may initiate arbitration “within a 60day period after the earlier of (A) the date of notification [of the plan sponsor's response to the
request for review] ..., or (B) 120 days after the date of the employer's request [for review].” §
1401(a)(1). Alternatively, the parties may jointly initiate arbitration within 180 days of the initial
demand for payment. Id.
These provisions set up a system in which “[arbitration] is the preferred method of dispute
resolution ... and normally the initial step preceding judicial intervention.” PACE Indus., 805 F.
Supp. 2d at 457 (quoting Mason & Dixon Tank Lines, 852 F.2d at 163). Interim payments must be
made during the pendency of any such dispute, § 1399(c)(2), and if arbitration is not initiated, then
the liability amount is “due and owing” pursuant to the schedule determined by the plan sponsor
and may be collected by an action in a court of competent jurisdiction, § 1401(b)(1). The
employer's failure to make a payment when due, and further failure to cure that delinquency,
constitutes “default,” and entitles the plan sponsor to the full and immediate payment of the
outstanding amount of withdrawal liability plus accrued interest. § 1399(c)(5).
B. Withdrawal Liability of Architectural Woodwork, Inc.
To prevail on their collection claim, Plaintiffs must show that: “(1) the Fund was a
multiemployer pension plan ... and the Defendants were an employer for the purposes of ERISA,
(2) the Fund notified the Defendants of their assessed liability, and (3) Defendants failed to timely

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initiate arbitration.” PACE Indus., 805 F. Supp. 2d at 458 (M.D. Tenn. 2011) (quoting Hancock v.
Cook Cnty. Waste & Recycling, Inc., 2010 WL 1416978, at *7 (N.D. Ill. Apr. 5, 2010)) (quoting
Chicago Truck Drivers v. El Paso CGP Co., 525 F.3d 591, 598 (7th Cir. 2008) (internal quotation
marks omitted)).
No party disputes AWC’s withdrawal liability. The uncontroverted facts establish that
AWC was an employer and completely withdrew from the Pension Fund, which was a
multiemployer pension plan. The Pension Fund provided and AWC received written notice that
Plaintiffs assessed a withdrawal liability of $383,157.00 against AWC. AWC did not initiate
arbitration to contest the Pension Fund’s liability assessment. AWC has not paid the assessed
withdrawal liability, nor has AWC opposed Plaintiffs’ motion for summary judgment seeking an
assessment of withdrawal liability, liquidated damages, interest, attorney fees, and costs. On these
facts, the Court finds Plaintiffs are entitled to summary judgment on the issue of AWC’s
withdrawal liability.
C. Withdrawal Liability of Ahmann, LLC and/or Wood Ventures Group, LLC
Plaintiffs seek to hold Ahmann and Wood Ventures jointly and severally liable for the
withdrawal liability assessed against AWC. The question that remains for the Court is whether
AWC, Ahmann, and Wood Ventures were a “single employer” within the meaning of ERISA, 29
U.S.C. §§ 1002(37)(B), 1301(b)(1). 2 The statute sets forth two requirements for a finding of

2

Section 1301(b)(1) states:
An individual who owns the entire interest in an unincorporated trade or business is treated as his own
employer, and a partnership is treated as the employer of each partner who is an employee within the meaning
of section 401(c)(1) of Title 26. For purposes of this subchapter, under regulations prescribed by the
corporation, all employees of trades or businesses (whether or not incorporated) which are under common
control shall be treated as employed by a single employer and all such trades and businesses as a single
employer. The regulations prescribed under the preceding sentence shall be consistent and coextensive with
regulations prescribed for similar purposes by the Secretary of the Treasury under section 414(c) of Title 26.
29 U.S.C. § 1301(b)(1).
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“single employer” status: the entities must be found to be “trades or business” and they must be
“under common control.”
1. Defendants’ Failure to Arbitrate
As an initial matter, Plaintiffs argue that any challenge to Ahmann or Wood Ventures’
status as an “employer” subject to withdrawal liability must be litigated before an arbitrator
pursuant to ERISA and the MPPAA. Plaintiffs argue that because the defendants failed to arbitrate
their status as control group members, they waived their right to contest their control group status
here. The uncontroverted facts show that Plaintiffs sent written notice of their position that
Ahmann and Wood Ventures were members of a common control group with AWC. Ahmann and
Wood Ventures requested review of Plaintiffs’ determination, and Plaintiffs responded that their
request for review was considered by Plaintiffs and denied. Neither Ahmann nor Wood Ventures
initiated arbitration of the withdrawal liability determination.
Under the MPPAA, “[a]ny dispute between an employer and the plan sponsor of a
multiemployer plan concerning a determination made under section 1381 through 1399 of [title
29] shall be resolved through arbitration.” 29 U.S.C. § 1401(a)(1). However, the question of
“whether an entity ever became an employer under the MPPAA is an issue properly addressed by
a district court prior to arbitration of any remaining issues….” Rheem Mfg. Co. v. Central States
Southeast and Southwest Areas Pension Fund, 63 F.3d 703, 705 (8th Cir. 1995), cert denied, 516
U.S. 1146 (1996). In Rheem, the Eighth Circuit explained that “[s]ince only an ‘employer’ is
required to arbitrate, the district court may address this threshold question before arbitration.” Id.
Accordingly, the Court will review whether Ahmann and/or Wood Ventures are employers subject
to withdrawal liability.

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2. Common Control
“Trades or businesses under common control” include “brother-sister groups.” 26 C.F.R.
§ 11.414(c)–2(a), (c), and (d). A brother-sister group exists when the same five or fewer persons
own a controlling interest in each trade or business and those persons are in effective control of
each trade or business. 3 26 C.F.R. § 1.414(c)–2(c)(1).
It is undisputed that Mr. Ryan had a controlling interest in all three entities. He owned 92%
of AWC at the time it went out of business. Mr. Ryan and his wife owned 100% of Ahmann. 4 Mr.
Ryan owned 100% of Wood Ventures. Accordingly, Ahmann and Wood Ventures were under
common control with AWC. The necessary inquiry, therefore, is narrowed to the question of
whether Ahmann and Wood Ventures were each a “trade or business” within the meaning of §
1301(b)(1).
3. Trade or Business
The ERISA statutes do not define “trade or business,” and the phrase has not been given a
definitive, uniform definition by the Supreme Court. See Commissioner of Internal Revenue v.
Groetzinger, 480 U.S. 23, 27, 107 S. Ct. 980 (1987) (observing that despite the widespread use of
the phrase in the Internal Revenue Code, “the Code has never contained a definition of the words
‘trade or business' for general application, and no regulation has been issued expounding its
meaning for all purposes”). The Eighth Circuit has provided little guidance as to what constitutes
a “trade or business” except to note that courts “have engaged in an essentially factual inquiry” to

3

A “controlling interest” of a corporation means ownership of at least 80 percent of the total combined voting power
of all classes of stock entitled to vote or of the total value of shares of all classes of stock. 26 C.F.R. § 1.414(c)–
2(b)(2)(ii)(A). “Effective control” of a corporation means ownership of at least 50 percent of the total combined voting
power of all classes of stock entitled to vote or of the total value of shares of all classes of stock. 26 C.F.R. § 1.414(c)–
2(c)(2)(i).
4
The spousal ownership interest does not preclude Ryan from being deemed the “sole” owner of Ahmann for common
control purposes. See, e.g., Cent. States, Se. & Sw. Areas Pension Fund v. Rogers, 843 F. Supp. 1135, 1142 (E.D.
Mich. 1992) (citing 26 C.F.R. § 1.414(c)), aff'd, 14 F.3d 600 (6th Cir. 1993).
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make the determination. Vaughn v. Sexton, 975 F.2d 498, 502 (8th Cir. 1992) (quoting Bd. of
Trustees of W. Conference of Teamsters Pension Tr. Fund v. Lafrenz, 837 F.2d 892, 894 n.6 (9th
Cir. 1988)).
In interpreting the phrase “trade or business,” courts are often guided by the statutory
purpose of ERISA. See, e.g., Sun Capital Partners III, LP v. New England Teamsters & Trucking
Indus. Pension Fund, 943 F.3d 49, 56 (1st Cir. 2019), cert. denied, 141 S. Ct. 372 (2020); Pension
Benefit Guar. Corp. v. Findlay Indus., Inc., et al., 902 F.3d 597, 607 (6th Cir. 2018); Cent. States
Se. & Sw. Areas Pension Fund v. Messina Prod., LLC, 706 F.3d 874, 878 (7th Cir. 2013). The
purpose of ERISA is to prevent trades or businesses from limiting their responsibilities under
ERISA by fractionalizing their business operations. Pension Ben. Guar. Corp. v. Ctr. City Motors,
Inc., 609 F. Supp. 409, 412 (S.D. Cal. 1984). As stated in the Senate report on ERISA, “[T]he
committee, by this provision [§ 1301(b)], intends to make it clear that the coverage and
antidiscrimination provisions cannot be avoided through separate corporations instead of separate
branches of one corporation.” S.Rep. No. 383, 93d Cong., 2d Sess. 43 (1974), U.S. Code Cong. &
Admin. News 1974, p. 4639. The purpose of § 1301(b) was “to prevent the great personal tragedy
suffered by employees whose vested benefits are not paid when pension plans are
terminated.” Nachman Corp. v. Pension Benefit Guaranty Corp., 446 U.S. 359, 374, 100 S.Ct.
1723, 1733, 64 L.Ed.2d 354 (1980). In accordance with this purpose, § 1301(b) utilizes control
group liability to prevent businesses from “juggl[ing] their activities to eviscerate the termination
liability provisions of ERISA.” Pension Benefits Guaranty Corp. v. Ouimet Corp., 470 F.Supp.
945, 955 (D. Mass. 1979).
Here, Plaintiffs and Wood Ventures both direct the Court to the “Groetzinger test” that has
been adopted by the Seventh Circuit. See Messina Prod., LLC, 706 F.3d at 878 (citing Groetzinger,

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480 U.S. at 35). The “Groetzinger test” requires that an activity must be performed (1) for the
primary purpose of income or profit, and (2) with continuity and regularity, to be considered “trade
or business.” Id. In Groetzinger, the Court distinguished between “sporadic activity, a hobby, or
an amusement diversion,” on the one hand, and a trade or business, on the other. Groetzinger, 480
U.S. at 35.
In applying the Groetzinger test or in conducting a more general factual inquiry to
determine whether a defendant is a trade or business, courts consider the relevance of several
factors. While some courts find that “[g]enerally, formally recognized business organizations, such
as LLCs, constitute trades or businesses under Groetzinger.” RKN Concrete Construction, Inc. v.
Laborers Pension Fund, 2015 WL 1888513 at *9 (N.D. Ill. 2015), others have found that “[w]hile
the organizational form of an entity is highly relevant to this inquiry, it is not always dispositive.”
UFCW Local One Pension Fund v. Enivel Properties, LLC, 791 F.3d 369, 374 (2d Cir. 2015); see
also Sun Capital Partners III, LP, 943 F.3d at 59 (Courts must “look beyond how the parties label,
or structure, themselves. . . [they] must rather look to the substance of the relationships.”). Further,
courts do not require that businesses be economically related in order to be commonly controlled
trades or businesses. Cent. States, Se. & Sw. Areas Pension Fund v. White, 258 F.3d 636, 641 (7th
Cir. 2001); Connors v. Incoal, Inc., 995 F.2d 245, 249 (D.C. Cir. 1993); Lafrenz, 837 F.2d at 895.
“Although § 1301(b)(1) may apply regardless of whether there is a formal corporate structure,
employees, or some sort of economic relationship with the withdrawing employer (such as leasing
property or equipment to the withdrawing entity), courts have been much more likely to find a
“trade or business” under § 1301(b)(1) if these factors are present. Auto. Indus. Pension Tr. Fund
v. Tractor Equip. Sales, Inc., 672 F. App'x 685, 686 (9th Cir. 2016). Courts also consider whether
the defendant has mere ownership or possession of a property, which “without more is the hallmark

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of an investment,” and whether individuals are acting on behalf of the alleged trade or business.
See Cent. States, Se. & Sw. Areas Pension Fund v. Fulkerson, 238 F.3d 891, 895 (7th Cir. 2001)
(“Actions of a person, such as negotiating leases, researching properties, maintaining or repairing
properties, etc. are business or trade conduct and thus are appropriately considered in determining
whether the continuity and regularity prong of Groetzinger is satisfied.”).
In determining control group liability, the issue is whether the relationship existed at the
time of withdrawal. See, e.g., Cent. States, Se. & Sw. Areas Pension Fund v. SCOFBP, LLC, 668
F.3d 873, 880 (7th Cir. 2011) (analyzing the relationship at the time of withdrawal); Teamsters
Pension Tr. Fund of Philadelphia v. Brigadier Leasing Assocs., 880 F. Supp. 388, 396 (E.D. Pa.
1995) (“Withdrawal liability is imposed only on those trades and businesses that are under
common control with the withdrawing employer on the date of withdrawal.”).
With this framework in mind, the Court now considers whether Ahmann and Wood
Ventures are “trades or businesses” under ERISA.
a. Ahmann, LLC
Plaintiffs contend Ahmann, LLC is a trade or business, and Ahmann has not argued
otherwise. The record contains sufficient undisputed evidence for the Court to conclude that
Ahmann operated as a trade or business. In his deposition, Mr. Ryan described the drafting and
consulting services performed by Ahmann. The facts show Ahmann billed and was ultimately paid
for the work done. Ahmann’s activity included work performed in January 2016, before and at the
same time as AWC’s withdrawal.
For these reasons, the Court finds that AWC and Ahmann are under common control, and
that Ahmann is jointly and severally liable for AWC’s withdrawal liability. The Court grants
summary judgment to Plaintiffs on this issue.

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b. Wood Ventures, LLC
Next, Plaintiffs contend Wood Ventures is a trade or business. Wood Ventures opposes
Plaintiffs’ motion on this issue. Notably, Wood Ventures does not directly contest that it is a trade
or business; rather, Wood Ventures argues that Plaintiffs have failed to establish facts showing
Wood Ventures is a trade or business. Specifically, Wood Ventures argues 1) Plaintiffs have not
shown that Wood Ventures performed regular and continuous profit-generating activity, and 2)
even if Wood Ventures was a trade or business, it did not engage in any activity during the relevant
time period such that withdrawal liability cannot be imposed on Wood Ventures.
Wood Ventures’ stated purpose was to receive the proceeds of AWC’s liquidation and
convey those proceeds to James Ryan, a secured creditor of AWC. Plaintiffs rely heavily on the
fact that Wood Ventures is a limited liability company that filed Articles of Organization reflecting
it was formed for “all valid business purposes.” Plaintiffs also argue Wood Ventures “served as a
conduit of $313,189.00,” generating profit, and that creating Wood Ventures only to receive assets
of the withdrawing employer was “subterfuge” to hide from AWC’s creditors that the liquidation
proceeds were going to Mr. Ryan. Plaintiffs argue this purpose falls within the “dissipation of
assets” and “fractionalization of business operations” the MPPAA seeks to prevent. Lastly,
Plaintiffs suggest that Wood Ventures was engaged in trade or business because Ahmann, LLC
conducted business under the d/b/a “Wood Ventures Group.”
In response, Wood Ventures states that organizing for “all valid business purposes” is a
typical statement used by limited liability companies in their formation documents to ensure
flexibility in the future, and not a factual statement as to the activities Wood Ventures was actually
engaged in at the time of its organization. Wood Ventures argues that its one-time act of receiving
the liquidation proceeds from AWC and transferring them to Mr. Ryan does not demonstrate any

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activity for the primary purpose of income or profit. Finally, Wood Ventures argue that because
its first and only activity (transferring funds from AWC to James Ryan from February through
April 2016) occurred after AWC’s withdrawal (in January 2016), Wood Ventures has not engaged
in trade or business during the critical time period.
The Court finds that Plaintiffs have not presented sufficient facts to establish Wood
Ventures is a trade or business. The fact that Wood Ventures is a formally organized limited
liability company weighs in Plaintiffs’ favor, but is not dispositive. See Enivel Properties, LLC,
791 F.3d at 374 (“The Fund would have us hold that because Enivel is organized in a particular
way, its primary purpose is inherently to generate income or profit without regard for the entity’s
actual purpose. To the contrary, Groetzinger presents a holistic, fact-dependent inquiry that
requires courts to examine the actions taken by the entity in addition to its formal status.”).
Although it is common for formal business organizations to operate with continuity and regularity,
ordinarily for income or profit, here, the facts presented to the Court show very limited activity by
Wood Ventures. It is undisputed that Mr. Ryan had a secured claim for amounts he personally
loaned to AWC, and he created Wood Ventures to act as a secured creditor to collect the debt
owed. There is no evidence to suggest AWC engaged in any other activity. Additionally, despite
Wood Ventures being created in the month prior to AWC’s withdrawal, Wood Ventures singular
activity did not begin until February 2016, after AWC’s withdrawal. Plaintiffs have not presented
additional evidence related to Wood Ventures’ purpose or operational activities, and this one-time
transfer of funds is insufficient to demonstrate continuous or regular activity for the primary
purpose of income or profit. A reasonable factfinder could determine that Wood Venture did not
engage in sufficiently continuous and regular activity that constitutes a trade or business. The Court
denies summary judgment to Plaintiffs on this issue.

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Case: 4:18-cv-00496-NAB Doc. #: 62 Filed: 01/19/21 Page: 16 of 16 PageID #: 304

V.

Conclusion
Accordingly,
IT IS HEREBY ORDERED that Plaintiffs’ motion for summary judgment (Doc. 49) is

GRANTED in part and DENIED in part as described herein.
IT IS FURTHER ORDERED that Plaintiffs are entitled to their claim for joint and
several withdrawal liability against Defendants Architectural Woodwork, Inc. and Ahmann, LLC.
In addition to withdrawal liability in the amount of $383,157.00, Plaintiffs are entitled to interest,
liquidated damages, attorneys’ fees, and costs in accordance with Section 502(g)(2) of ERISA, 29
U.S.C. § 1132(g)(2).
IT IS FURTHER ORDERED that Plaintiffs are granted thirty (30) days from the date
of this Order to submit a proposed computation of interest, liquidated damages, attorneys’ fees,
and costs and support therefor. Although the parties are highly encouraged to resolve any disputes
regarding Plaintiffs’ calculations informally, Defendants are granted ten (10) days from the date
of the Plaintiffs’ submission to file any objections.

NANNETTE A. BAKER
UNITED STATES MAGISTRATE JUDGE
Dated this 19th day of January, 2021.

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