IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

Michels Corporation,

Plaintiff,

v.

Central States, Southeast and Southwest 

Areas Pension Fund, et al.,

Defendants.

No. 12-cv-4144

 Judge Norgle 

Pipe Line Contractors Association,

Intervening Plaintiff,

v.

Central States, Southeast and Southwest 

Areas Pension Fund, et al., 

Defendants.

PLAINTIFF MICHELS 

CORPORATION’S RESPONSES TO 

CENTRAL STATES’ LOCAL RULE 

56.1 STATEMENT OF MATERIAL

FACTS

Central States Southeast and Southwest Areas 

Pension Fund, and Arthur H. Bunte, Jr.,

Counterclaim Plaintiffs,

v.

Michels Corporation,

 Counterclaim Defendant, and 

Apex Pipeline Services, Inc., et al., 

Additional Counterclaim 

Defendants.

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PLAINTIFF MICHELS CORPORATION’S RESPONSES TO CENTRAL STATES’ 

LOCAL RULE 56.1 STATEMENT OF MATERIAL FACTS

Plaintiff Michels Corporation (“Michels”) responds to Counterclaim Defendants Central 

States Southeast and Southwest Areas Pension Fund and Arthur H. Bunte, Jr., as Trustee’s 

(collectively “Central States”) Local Rule 56.1 Statement of Material Facts as follows:

PARTIES

1. The Central States, Southeast and Southwest Areas Pension Fund (“Central 

States”) is a multiemployer pension benefit plan and trust established and governed under the 

Employee Retirement Income Security Act of 1974, as amended. Central States is primarily 

funded by pension contributions made by multiple participating employers. These employers 

agree to make pension contributions to Central States under various collective bargaining 

agreements negotiated with the International Brotherhood of Teamsters (“IBT”), and its affiliated 

local unions. Affidavit of Peter Priede, Exhibit 1, ¶4 (hereinafter “Priede Aff., ¶_”).

RESPONSE: Admitted as to the first sentence. As to the second sentence, 

admitted for purposes of the pending Motions only, for Michels lacks knowledge as to the truth 

of the assertion because the parties have not conducted discovery to date. Michels does not seek 

to conduct such discovery because Michels contends that the fact is irrelevant to the pending 

Motions.

2. The Fund is administered by its Trustees, who are collectively the plan sponsor of 

the Fund within the meaning of §4001(a)(10)(A) of ERISA, 29 U.S.C. §1301(a)(10)(A). The 

Trustees administer the Fund at its offices at 9377 West Higgins Road, Rosemont, Cook County, 

Illinois. Priede Aff., ¶¶3 and 5.

RESPONSE: Admitted.

3. Arthur H. Bunte, Jr., is a present Trustee of the Fund and a plan sponsor. Priede 

Aff., ¶6.

RESPONSE: Admitted that Mr. Bunte is a present Trustee, denied that it is 

possible for a trustee to be a plan sponsor, as the trustees collectively are the plan sponsor, as is 

alleged and admitted in the preceding paragraph.

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4. The Counter Defendant, Michels Corporation (“Michels”) is an employer 

organized under the laws of the State of Wisconsin. It is an “employer” and “party-in interest” as 

those terms are defined by §§3(5) and 3(14)(C) of ERISA, 29 U.S.C. §§1002(5) and 

1002(14)(C). Michels Statement of Material Facts, ¶1 (hereinafter “MSMF, ¶_”). 

RESPONSE: Admitted.

5. The Pipe Line Contractors Association (“PLCA”) is an association which, among 

other things, negotiates collective bargaining agreements on behalf of member employers with 

labor unions that represent certain employees of those member employers. MSMF, ¶6.

RESPONSE: Admitted.

6. At all relevant times Michels has been a member of the PLCA. MSMF, ¶7.

RESPONSE: Admitted.

7. At all relevant times certain employees of Michels have been represented for 

purposes of collective bargaining by the IBT. MSMF, ¶8.

RESPONSE: Admitted.

JURISDICTION AND VENUE

8. This Court has jurisdiction pursuant to 28 U.S.C. § 1331; Section 301 of the 

LMRA, 29 U.S.C. § 185. MSMF,¶ 4.

RESPONSE: Admitted.

9. Venue properly lies in this Court pursuant to the venue selection clause of the 

Fund’s Trust. Venue is also appropriate under §502(e)(2) of ERISA, 29 U.S.C. §1132(e)(2), 

because the Fund is administered in, and maintains its principal place of business in, Rosemont, 

Cook County, Illinois. Ex. A to Priede Aff. MSMF, ¶5.

RESPONSE: Admitted.

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FACTS AND GOVERNING DOCUMENTS 

A. The National Pipe Line Agreement 

10. In February of 2006, the National Pipe Line Agreement (“NPLA”) was signed by 

the PLCA and the IBT. Administrative Record, Exhibit A to the Affidavit of James Condon, pgs. 

88-113 (hereinafter “AR at 88-113”).

RESPONSE: Admitted.

11. Article V, Section I of the NPLA provides, in part, as follows:

I. Fringe Benefit contributions under this Agreement shall be paid 

for all hours worked. All pension and welfare contributions for 

Travelers will be remitted to the Central States, Southeast and 

Southwest Areas Health and Welfare and Pension Funds. 

Contributions for fringe benefits for all Non-Travelers will be 

remitted to the local funds having jurisdiction over the work 

[which in many instances is the Central States Pension Fund].

AR at 98.

RESPONSE: Admitted as to all except the last line of the purported quotation, 

placed in brackets (and underlined for clear identification), as neither this text nor any other text 

which reasonably could be construed to have the meaning of the bracketed text appears in the 

cited document.

12. Article XV(C) of the NPLA provides that, “The provisions of this Agreement 

shall continue in full force and effect until January 31, 2011, and thereafter from year to year 

unless terminated at the option of either party after sixty (60) days’ notice in writing to the other. 

AR at 103.

RESPONSE: Admitted.

13. Schedule B of the NPLA is the National Pipeline Participation Agreement. 

MSMF, ¶17

RESPONSE: Admitted.

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14. The National Pipeline Participation Agreement provides, in part:

NOW, THEREFORE, IT IS AGREED by and between the 

undersigned Employer and the International Brotherhood of 

Teamsters that such Employer hereby subscribes to the various 

agreements and declarations of trust and policies and procedures of 

the particular funds into which such Employer will be required to 

make contributions pursuant to the National Pipe Line Agreement, 

and agrees to be bound thereby and to amendments made or to be 

made thereto; and authorizes the parties to such trust agreements to 

name the trustees and successor trustees, and to administer the 

trusts; and does hereby ratify and accept such trustees and the 

terms and conditions of said trusts as fully and as completely as if 

made by the undersigned Employer; provided, however, that no 

amendments or provisions of said trust agreements shall bind the 

Employer for any financial obligations or dues delinquency 

determinations beyond that set forth in the National Pipe Line 

Agreement pursuant to which such contributions are made.

RESPONSE: Admitted.

15. Michels was a party to the NPLA. MSMF, ¶14.

RESPONSE: Admitted.

B. The Pension Fund’s Trust Agreement 

16. Article III of the Fund’s Trust Agreement covers “Contributions and Collections.” 

Article III, Section 1, provides, in part, as follows:

Each Employer shall remit continuing and prompt contributions to 

the Trust Fund as required by the applicable collective bargaining 

agreement to which the Employer is a party, applicable law and all 

rules and requirements for participation by Employers in the Fund 

as established and interpreted by the Trustees in accordance with 

their authority...Upon execution of each new or successive 

collective bargaining agreement, including but not limited to 

interim agreements and memoranda of understanding between the 

parties, each Employer shall promptly submit such contract by 

certified mail to the:

Contracts Department

Central States, Southeast and Southwest Areas Pension Fund

9377 West Higgins Road

Rosemont, Illinois 60018-4938.

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Any agreement or understanding between the parties that in any 

way alters or affects the Employer’s contribution obligation as set 

forth in the collective bargaining agreement shall be submitted 

promptly to the Fund in the same manner as the collective 

bargaining agreement; and any such agreement or understanding 

between the parties that has not been disclosed to the Fund as 

required by this paragraph shall not be binding on the Trustees and 

shall not affect the terms of the collective bargaining agreement 

which shall alone be enforceable. Except as provided in this 

Section, Section 7(b) of Article III [dealing with union 

decertification] and Section 20 of Article IV [dealing with 

terminations initiated by the Trustees], the obligation to make such 

contributions shall continue (and cannot be retroactively reduced 

or eliminated) after termination of the collective bargaining 

agreement until the date the Fund receives a) a signed contract that 

eliminates or reduces the duty to contribute to the Fund or b) 

written notification that the Employer has lawfully implemented a 

proposal to withdraw from the Fund or reduce its contributions at 

the above-specified address. The obligation to make such 

contributions shall continue during periods when the collective 

bargaining agreement is being negotiated, but such contributions 

shall not be required in case of strike after contract termination, 

unless the parties mutually agree otherwise.

Ex. A to Priede Aff., Pgs. 8-9.

RESPONSE: Admitted.

17. The Trust Agreement, at Article V, Section 2, states, in part:

All questions or controversies, of whatsoever character, arising in any manner or 

between any parties or persons in connection with the Fund or the operation 

thereof, whether as to any claim for any benefits preferred by any participant, 

beneficiary, or any other person, or whether as to the construction of the language 

or meaning of the rules and regulations adopted by the Trustees or of this 

instrument, or as to any writing, decision, instrument or accounts in connection 

with the operation of the Trust Fund or otherwise, shall be submitted to the 

Trustees, or to a committee of Trustees, and the decision of the Trustees or of 

such committee thereof shall be binding upon all parties or persons dealing with 

the Fund or claiming any benefit thereunder. The Trustees are vested with 

discretionary and final authority in making all such decisions, including Trustee 

decisions upon claims for benefits by participants and beneficiaries of the Pension 

Fund and other claimants, and including Trustee decisions construing plan 

documents of the Pension Fund.

Ex. A to Priede Aff., Pg. 19.

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RESPONSE: Admitted.

18. The Trust Agreement, at Article III, Section 7(a), states, “An Employer is obliged 

to contribute to the Fund for the entire term of any collective bargaining agreement accepted by 

the Fund on the terms stated in that collective bargaining agreement. Ex. A to Priede Aff., Pg. 

11.

RESPONSE: Admitted.

C. The Fund’s Governing Plan Document 

19. Section 3.01(a)(6) of the Fund’s Plan Document provides that: “A Collective 

Bargaining Agreement shall be acceptable only if such agreement requires a Contributing 

Employer to make Employer Contributions...for the entire term of such Collective Bargaining 

Agreement.” Ex. B to Priede Aff., Pg. 29.

RESPONSE: Admitted that this is an accurate quotation (which is at page 23, 

not page 29).

FACTS GIVING RISE TO THE DISPUTE

20. The PLCA and the IBT agreed to a first month-long extension of the CBA, to 

February 28, 2011, as negotiations continued. The parties then agreed to a second month-long 

extension, to March 31, 2011; a third month-long extension, to April 30, 2011; a fourth monthlong extension, to May 31, 2011; a fifth month-long extension, to June 30, 2011; a sixth monthlong extension, to July 31, 2011; a seventh month-long extension to August 31, 2011; and then 

an eighth, two-and-a-half-month-long extension, to November 15, 2011. MSMF, ¶24.

RESPONSE: Admitted.

21. On November 15, 2011, the PLCA and the IBT signed a document titled 

“Amendment To And Extension Of Collective Bargaining Agreement Between Pipeline 

Contractors Association and the International Brotherhood of Teamsters.” AR at 120.

RESPONSE: Admitted.

22. In a letter dated November 16, 2011, an attorney for the PLCA asserted that the 

duty of certain PLCA employers to contribute to the Pension Fund under the NPLA terminated 

on November 16, 2011. AR at 34-38.

RESPONSE: Admitted.

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23. By letter dated January 30, 2012, the Fund advised the IBT as follows:

[N]either the correspondence that legal counsel (Akin Gump) for various PLCA 

members delivered to the Fund’s offices on November 16, 2011, nor any of the 

other correspondence forwarded to the Fund by or on behalf of any PLCA 

members at any time during 2011, was effective to terminate any of the PLCA 

members’ obligations to contribute to the Fund. Consequently, it is the Pension 

Fund’s position that during calendar year 2011 none of the PLCA members 

withdrew from the Pension Fund or terminated their obligations to contribute to 

the Fund. However, the Pension Fund does not have sufficient information at this 

time to determine whether (or when), subsequent to year-end 2011, any of the 

PLCA members withdrew from the Fund or otherwise ceased to have an 

obligation to contribute to the Fund on behalf of their employees.

AR at 50.

RESPONSE: Admitted that the Fund wrote a letter containing the quoted 

language. Denied to the extent that Paragraph 23 purports to assert that the quoted language is 

accurate, as the cited evidence does not support that assertion.

24. On March 15, 2012, Michels filed suit against the Fund seeking a declaration that 

its duty to contribute to the Fund ceased on November 15, 2011. AR at 123-139.

RESPONSE: Admitted.

25. In June, 2012, a new NPLA was entered into between the PLCA and the IBT, the 

acceptance of which was provided to the Fund on October 9, 2012. Priede Aff. ¶11.

RESPONSE: Admitted that on May 31, 2012, a new NPLA was entered into 

between the PLCA and the IBT, as indicated in the cited materials. Also admitted that a letter 

was provided to the Fund on October 9, 2012, which is attached to the Priede Aff. and confirmed 

the Fund’s knowledge of the 2012 PLCA as well as other matters. The characterization of the 

October 2, 2012 (which apparently was received on October 9, 2012) as an acceptance of the 

2012 PLCA Agreement is denied.

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26. Michels has executed the Fund’s Participation Agreements binding the company 

to the terms of the Pension Fund Trust Agreement. AR at 290-297.

RESPONSE: Admitted that the documents cited were executed by Michels on or 

about the dates indicated. Denied to the extent that this assertion purports to suggest that any of 

these, other than the most recent one, which the parties agree constituted Exhibit B to the 2006 

CBA as alleged and admitted in paragraph 13 above, were binding on Michels during or after the 

term of the 2006 CBA as unsupported by the cited evidence.

27. The Fund continued to accept contributions and bill higher rates beyond January 

1, 2011. Fringe benefit rates beyond 01/31/2011 were provided to the Fund and Michels 

pursuant to (1) attachments to the Pipe Line Job Notifications from the IBT, (2) Pipeline 

Construction Pre-Job Form, and/or (3) PLCA notification. Michels and other members of the 

PLCA paid those higher rates. Priede Aff., ¶ 10.

RESPONSE: Admitted as written, but denied to the extent the allegation 

purports to assert that this continued after November 15, 2011 as unsupported by the cited 

evidence. 

Respectfully submitted,

/s/ David K. Haase

David K. Haase

David K. Haase 

Michael G. Congiu 

LITTLER MENDELSON, P.C.

A Professional Corporation

321 North Clark Street

Suite 1000

Chicago, IL 60654

312.372.5520

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Susan K. Hoffman

LITTLER MENDELSON, P.C.

1601 Cherry Street, Suite 1400

Philadelphia, PA 19102

267.402.3015

Attorneys for Plaintiff 

Michels Corporation

Dated: March 15, 2013

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CERTIFICATE OF SERVICE

I, Michael G. Congiu, an attorney hereby certify that on March 15, 2013, I electronically 

filed Plaintiff Michels Corporation’s Responses to Central States’ Local Rule 56.1 Statement 

of Material Facts using the CM/ECF filing system which will send such notification to the 

attorneys of record in the above-captioned litigation. 

/s/ Michael G. Congiu

Michael G. Congiu 

Firmwide:117757151.1 067561.1003

3/15/13

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