RECOMMENDED FOR PUBLICATION

Pursuant to Sixth Circuit I.O.P. 32.1(b)

File Name: 24a0181p.06

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

TRUSTEES OF THE IRON WORKERS DEFINED 

CONTRIBUTION PENSION FUND, IRON WORKERS LOCAL 

25 PENSION FUND, IRON WORKERS HEALTH FUND OF 

EASTERN MICHIGAN, IRON WORKERS LOCAL 25

VACATION PAY FUND, and IRON WORKERS 

APPRENTICESHIP FUND OF EASTERN MICHIGAN,

Plaintiffs-Appellees,

v.

NEXT CENTURY REBAR, LLC,

Defendant - Appellant.

┐

│

│

│

│

│

│

│

│

│

│

│

│

┘

Nos. 23-1919/24-1046

Appeal from the United States District Court for the Eastern District of Michigan at Detroit.

No. 2:21-cv-13041—Nancy G. Edmunds, District Judge.

Argued: July 25, 2024

Decided and Filed: August 15, 2024

Before: MOORE, COLE, and MATHIS, Circuit Judges.

_________________

COUNSEL

ARGUED: Bryan R. Walters, VARNUM LLP, Grand Rapids, Michigan, for Appellant. Laura 

H. Lindsay, HESSIAN & MCKASY, P.A., Minneapolis, Minnesota, for Appellees. ON 

BRIEF: Neil E. Youngdahl, VARNUM LLP, Grand Rapids, Michigan, Maureen Rouse-Ayoub, 

VARNUM LLP, Novi, Michigan, for Appellant. Laura H. Lindsay, William A. Cumming, 

HESSIAN & MCKASY, P.A., Minneapolis, Minnesota, for Appellees.

>
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 2

_________________

OPINION

_________________

KAREN NELSON MOORE, Circuit Judge. Next Century Rebar, LLC (“NCR”) worked 

on a chemical project within the jurisdiction of the Local Union Number 25 (“Local 25”). 

Because Local 25 did not have enough iron workers to fulfill the project’s needs, NCR hired iron 

workers affiliated with out-of-state unions, specifically Local Union Numbers 416 and 846 

(“Local 416” and “Local 846,” respectively). For the duration of the project, NCR made benefits 

contributions to the funds associated with the out-of-state iron workers’ unions. In 2021, funds 

affiliated with Local 25—Iron Workers Health Fund of Eastern Michigan, Iron Workers Local 

25 Vacation Pay Fund, and Iron Workers Apprenticeship Fund of Eastern Michigan (the “Local 

25 Funds”)—conducted an audit and determined that NCR had failed to make benefits 

contributions on behalf of the out-of-state employees to the Local 25 Funds. NCR contested this 

finding and refused to pay the contributions, explaining that it had made contributions on behalf 

of these employees to the funds affiliated with the out-of-state unions, as opposed to the Local 25 

Funds.

The Local 25 Funds filed suit under 29 U.S.C. § 1145, arguing that they are entitled to 

benefits contributions for the out-of-state employees that performed work in its jurisdiction. The 

Local 25 Funds filed a motion for summary judgment, which NCR opposed. The district court 

granted the motion and issued judgment awarding the Local 25 Funds $1,787,300.75 in unpaid 

contributions, $143,075.41 in interest, and $288,598.80 in liquidated damages. Thereafter, the 

Local 25 Funds moved for attorney fees and costs, and the district court amended the judgment 

to include $18,233.15 in costs and $99,812.25 in attorney fees. NCR filed timely notices of 

appeal from the judgment and the amended judgment, which have been consolidated before this 

court. On appeal, NCR argues that the district court applied the incorrect summary-judgment 

standard, the district court improperly granted summary judgment despite genuine disputes of 

material fact related to the damages calculation, and the district court abused its discretion by 

declining to award NCR a setoff in the amount it contributed to the out-of-state funds.
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 3

For the reasons that follow, we AFFIRM in part and REVERSE in part and 

REMAND this case for further proceedings.

I. BACKGROUND

NCR installs reinforcing steel nationwide. R. 38-2 (Grantham Decl. ¶ 2) (Page ID #848). 

Between June 2020 and October 2021, NCR worked on a Chemical Bank project in Detroit, 

Michigan (the “Michigan Project”), which required workers from the Local 25 union. Id. ¶¶ 5–6, 

8 (Page ID #848–49). Local 25 did not have enough iron workers to meet the needs of NCR’s 

Michigan Project, so Local 25 instructed NCR to hire out-of-state iron workers. Id. ¶ 8 (Page ID 

#849). NCR then hired iron workers who were members of Local 846 and Local 416. Id. ¶¶ 8–9 

(Page ID #849). For the duration of the Michigan Project, NCR paid the Local 846 and Local 

416 workers using the wage rates set by their respective out-of-state unions. Id. ¶ 16 (Page ID 

#850). The relevant Local 25 base hourly wage was $28.82; whereas the Local 416 base wage 

was $41.00 per hour in 2020 and $43.00 per hour in 2021, and the relevant Local 846 base wage 

was $18.00 per hour. Id. ¶¶ 11–14 (Page ID #849).1

Local 25 benefits contributions are calculated using hours worked, hours paid, or wage 

rates, and the calculation differs depending on the type of benefit fund (pension, vacation, etc). 

See generally R. 38-3 (Local 25 CBA at art. V, §§ 1–10) (Page ID #868–70). For the workers on 

the Michigan Project, NCR made benefits contributions to the home union of each employee, 

meaning that NCR made contributions to the out-of-state funds for the Local 416 and Local 846 

employees using the rates established in those unions’ collective bargaining agreements. R. 38-2 

(Grantham Decl. ¶ 10) (Page ID #849); see also R. 38-10 (Grantham Dep. at 24:25–25:19) (Page 

ID #1184).2 NCR determined how to make contributions on behalf of the out-of-state employees 

by consulting with each of the unions. For example, Local 846 instructed NCR to pay “any 

1The base wages differ based on the employees’ position (journeyman, foreman, etc.), see, e.g., R. 38-18 

(Local 25 Rate Schedules at 1) (Page ID #1238), and the employees’ years of experience, see R. 38-7 (Reeves Dep. 

at 46:7–9) (Page ID #1001); however, for purposes of simplicity—and because the parties refer only to the abovecited wage rates—we use these rates as the relevant wages from each union, unless we specify otherwise.

2NCR paid the Local 416 and Local 846 employees’ vacation-fund contributions to Local 25. R. 38-10 

(Grantham Dep. at 25:4–13) (Page ID #1184); R. 38-7 (Reeves Dep. at 33:4–11) (Page ID #988).
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 4

disparity in the benefit package between Local 25 and Local 846” by adding it to the workers’ 

hourly wage, and NCR complied by increasing the Local 846 employees’ wage from, for 

example, $18.00 to $54.12 per hour for journeymen. R. 38-2 (Grantham Decl. ¶¶ 18–20) (Page 

ID #850). Additionally, NCR asked Local 25 what benefits NCR must contribute to Local 25 for 

the out-of-state workers on the Michigan Project. R. 38-5 (7/29/2020 Email at 1) (Page ID 

#909). Anthony Ramos, a Local 25 business agent, instructed NCR to make benefits 

contributions, except for vacation contributions and dobie dues,3“to the Locals that supplied the 

ironworkers on the Michigan Project, namely Local 846 and Local 416.” R. 38-2 (Grantham 

Decl. ¶ 10) (Page ID #849).4

In 2021, the Local 25 Funds conducted an audit of NCR’s contributions and determined 

that there were $941,358.46 in unpaid contributions—as well as an additional sum of liquidated 

damages—for the period of June 2020 through March 2021. R. 36-5 (Reeves Decl. ¶¶ 6–8) 

(Page ID #429–30); R. 36-9 (Audit at 1–4) (Page ID #546–49).5 NCR contested the audit’s 

conclusion that there were unpaid contributions to the Local 25 Funds because NCR had already 

made contributions on behalf of the relevant employees to their home unions. R. 38-20 (NCR 

Ltr. at 1) (Page ID #1255). The auditor was aware of NCR’s contributions to the out-of-state 

funds and inquired about whether that should be factored into the final calculation of unpaid 

contributions. See R. 38-7 (Reeves Dep. at 31:18–33:16) (Page ID #986–88); R.38-15 

(9/14/2021 Email at 1) (Page ID #1227). The audit was not adjusted based on the out-of-state 

contributions. R. 38-16 (9/15/2021 Email at 1) (Page ID #1230).

3Dobie dues are “a fee that [employers] pay to [Local] 25 to let [the employer] use [workers] from another 

area or another union.” R. 38-10 (Grantham Dep. at 18:13–14) (Page ID #1183).

4The Local 25 Funds—and Ramos—dispute that this instruction was given. See R. 36-4 (Ramos Decl. ¶ 7) 

(Page ID #426); D. 20 (Appellee Br. at 5–6, 35).

5The Local 25 Funds updated the audit during litigation based on documents that NCR produced in 

discovery. See R. 36-5 (Reeves Decl. ¶ 9) (Page ID #430). The final calculation totaled $1,787,300.75 in unpaid 

contributions, as well as an additional sum of liquidated damages. See id. ¶ 11 (Page ID #431–32). NCR challenges 

the total estimate, including the updated estimate produced during litigation. See D. 18 (Appellant Br. at 35–36).
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 5

A. The Governing Agreements

There are two contracts pertinent to this appeal: the Local 25 Collective Bargaining 

Agreement (the “Local 25 CBA”) and the International Agreement. NCR is a signatory to both. 

See R. 38-3 (Local 25 CBA at 32) (Page ID #894); R. 38-4 (Int’l Agreement at 6) (Page ID 

#907).

The International Agreement states, in relevant part, that NCR “agrees to abide by the 

work rules, pay the scale of wages and benefits, work the schedule of hours, and abide by the 

terms and conditions of employment in force and effect in the Local Union in which the 

Employer is performing or is to perform work.” R. 38-4 (Int’l Agreement § 6(A)) (Page ID 

#903). For all non-key employees,6 NCR “agrees to make timely payments into all fringe benefit 

funds in accordance with the applicable Local Union collective bargaining agreement,” including 

the “pension[] . . . [and] vacation” funds. Id. § 6(C) (Page ID #904). If NCR fails “to make 

remittances to any fringe benefit funds . . . [it] shall [be] subject . . . to all penalty, liquidated 

damage, interest, attorneys and expert fees, and other amounts due and owing pursuant to the 

Local Union collective bargaining agreement[].” Id. § 6(D) (Page ID #904). “Under no 

circumstances,” however, “shall there be a request for a payment of double fringe benefit 

amounts (benefits paid to more than one Local Union’s funds) as a result of work performed 

under this agreement.” Id. Thus, NCR was required to make its benefits contributions related to 

the out-of-state employees working in the Local 25 jurisdiction “in accordance with the 

applicable Local Union collective bargaining agreement,” id. § 6(C); see also id. § 6(A), which 

was the Local 25 CBA.

The Local 25 CBA explains that benefits contributions are due monthly and are 

calculated based on the type of fund. See generally R. 38-3 (Local 25 CBA at art. V, § 1–10) 

(Page ID #868–88). “For each employee” working in the Local 25 jurisdiction, employers are 

required to contribute to the pension fund “an amount equal to the percentages as outlined in 

6Although this was at issue below, no party argues on appeal that the relevant employees were designated 

as “Key Employees.”
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 6

Article III.” Id. at art. V, § 4 (Page ID #868). And “[f]or each employee” working in the Local 

25 jurisdiction, employers are required to contribute to the vacation fund “an amount equal to the 

percentages as outlined in Article III of the Employee’s gross earnings before taxes.” Id. at art. 

V, § 6 (Page ID #869). Article III directs employers to contact a union representative for the 

relevant wage rate schedules. Id. at art. III (Page ID #867). The parties have provided the Local 

25 Rate Schedules for the relevant period. See R. 38-18 (Local 25 Rate Schedules at 1) (Page ID 

#1238).

Finally, although not central to the dispute here, there is also a reciprocity agreement 

among the local funds under which benefit contributions can be transferred from the fund 

covering the jurisdiction where the work was performed (the “Work Funds”) to the fund 

covering the employee’s home jurisdiction (the “Home Funds”). R. 36-2 (Sawhill Decl. ¶ 9) 

(Page ID #417); see also R. 36-17 (Reciprocity Agreement at 2–3) (Page ID #647–48). Under 

the reciprocity agreement, the employee must make an “affirmative election” that they wish to 

transfer contributions and then the Work Funds determine which contributions will be transferred 

to the Home Funds. R. 36-2 (Sawhill Decl. ¶ 9) (Page ID #417). Even when employees elect to 

transfer their benefits, the employer makes its benefits contributions to the Work Funds, and the 

Work Fund then effectuates the transfer. Id. Here, there were some out-of-state employees who 

affirmatively declined to have their pension contributions transferred to their Home Funds. R. 

39-3 (Reciprocity Elections at 833–62) (Page ID #1276–88).

B. The Proceedings Below

After NCR declined to make contributions to Local 25 on behalf of the out-of-state 

employees, the Local 25 Funds filed suit in federal court alleging that NCR breached the Local 

25 CBA and violated 29 U.S.C. § 1145. R. 1 (Compl. ¶¶ 23–27) (Page ID #6–7). The Local 25 

Funds requested $1,006,731.18 in unpaid contributions, as well as liquidated damages, interest, 

court costs, audit and other collection costs, and attorney fees. Id. ¶ 27 (Page ID #7). NCR 

moved for leave to file a third-party complaint against Local 846. R. 16 (Mot. for Leave at 1–5) 

(Page ID #152–56). The district court granted the motion and instructed NCR to file the third-
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 7

party complaint by October 30, 2022. R. 29 (10/18/2022 D. Ct. Order at 3) (Page ID #338). 

NCR did not file a third-party complaint.

Thereafter, the Local 25 Funds filed a motion for summary judgment. See R. 36 (Mot. 

for Summ. J. at 1–5) (Page ID #379–83). The district court issued a notice indicating that it 

intended to resolve the summary-judgment motion without oral argument. See R. 37 (Notice at 

1) (Page ID #819). After the motion was fully briefed, the district court issued an order granting 

summary judgment to the Local 25 Funds and finding NCR liable for $1,787,300.75 in unpaid 

contributions, $143,075.41 in interest, and $288,598.80 in liquidated damages. R. 43 (9/17/2023 

D. Ct. Order at 8–10) (Page ID #1351–53). The district court’s unpaid contribution award—and 

therefore the entirety of the monetary damages calculation in this order—was based solely on the 

Local 25 Funds’ audit report. Id. at 8–9 (Page ID #1351–52). The district court entered 

judgment, R. 44 (J. at 1) (Page ID #1357), and NCR filed a notice of appeal, R. 46 (Notice of 

Appeal at 2) (Page ID #1362).

The Local 25 Funds then filed a motion for attorney fees and costs in the district court. 

See R. 48 (Mot. to Am. J. at iii) (Page ID #1367). The magistrate judge recommended that the 

district court grant the motion in part, R. 51 (Rep. & Rec. at 14) (Page ID #1508), and the district 

judge adopted the recommendation, awarding the Local 25 Funds $18,233.15 in costs and 

$99,812.25 in attorney fees, R. 52 (12/20/2023 D. Ct. Order at 1–2) (Page ID #1510–11). The 

district court entered an amended judgment that included attorney fees and costs. R. 53 (Am. J. 

at 1) (Page ID #1512). NCR filed a second notice of appeal. R. 54 (Notice of Appeal at 2) (Page 

ID #1515). This court consolidated the appellate dockets. D. 24 (Order at 1).

II. ANALYSIS

NCR contends that the district court erred in three ways: (1) the district court applied an 

incorrect summary-judgment standard, D. 18 (Appellant Br. at 21–28); (2) the district court 

erroneously determined that there were no genuine issues of material fact as to damages, id. at 

29–36; and (3) the district abused its discretion by declining to grant NCR’s requested equitable 

relief, id. at 36–44.
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 8

We review de novo a district court’s grant of summary judgment and a “district court’s 

interpretation of the contractual agreements between the parties.” Orrand v. Scassa Asphalt, 

Inc., 794 F.3d 556, 560–61 (6th Cir. 2015). The district court’s decision to decline to award 

equitable relief is reviewed for abuse of discretion. Liberty Life Assurance Co. of Bos. v. Gilbert, 

507 F.3d 952, 959 (6th Cir. 2007). Abuse of discretion occurs when the “district court 

committed ‘a clear error of judgment, such as applying the incorrect legal standard, misapplying 

the correct legal standard, or relying upon clearly erroneous findings of fact.’” ACLU v. 

McCreary County, 607 F.3d 439, 450 (6th Cir. 2010) (quoting In re Ferro Corp. Derivative 

Litig., 511 F.3d 611, 623 (6th Cir. 2008)).

A. The Summary-Judgment Standard

NCR first contends that the district court failed to apply the more rigorous summaryjudgment standard that governs when the movant bears the burden of proof at trial. D. 18 

(Appellant Br. at 21–28). “[T]he standard that a movant must meet to obtain summary judgment 

depends on who will bear the burden of proof at trial.” Pineda v. Hamilton County, 977 F.3d 

483, 491 (6th Cir. 2020). This is because at trial a plaintiff typically bears the burden to prove 

each element, whereas a defendant need only “disprove” one element for the plaintiff’s claim to 

fail. See 10A CHARLES A. WRIGHT & ARTHUR R. MILLER, FEDERAL PRACTICE AND PROCEDURE

§ 2727.1 (4th ed. 2016).

“[W]here the moving party has the burden [of proof] . . . his showing must be sufficient 

for the court to hold that no reasonable trier of fact could find other than for the moving party.” 

Calderone v. United States, 799 F.2d 254, 259 (6th Cir. 1986) (emphasis omitted) (quotations 

omitted); see also 11 JAMES WILLIAM MOORE, ET AL., MOORE’S FEDERAL PRACTICE

§ 56.40(1)(c) (3d ed. 2010) (“When the movant bears the burden of persuasion at trial, the 

movant must produce evidence that would conclusively support its right to a judgment after trial 

should the nonmovant fail to rebut the evidence.”). But “[w]hen the moving party does not have 

the burden of proof on the issue, he need show only that the opponent cannot sustain his burden 

at trial,” which can be done by identifying the absence of evidence. Calderone, 799 F.2d at 258–

59 (quotations omitted). Put differently, when the moving party bears the burden of proof, their 
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 9

“initial summary judgment burden is higher in that it must show that the record contains 

evidence satisfying the burden of persuasion and that the evidence is so powerful that no 

reasonable jury would be free to disbelieve it.” Cockrel v. Shelby Cnty. Sch. Dist., 270 F.3d 

1036, 1056 (6th Cir. 2001) (quotations omitted)).

The district court did not cite the above-quoted language that is specific to a summaryjudgment movant who bears the burden of proof at trial. See D. 43 (09/17/2023 D. Ct. Op. at 5) 

(Page ID #1348). But even if the district court cited the incorrect standard—by identifying the 

standard applicable to movants who do not bear the burden of proof—it is not clear that the 

district court applied the incorrect standard. For example, the court determined that the Local 25 

Funds “suppl[ied] evidence to support” its damages calculation in the form of the audit and a 

declaration from the auditor. Id. at 9 & n.3 (Page ID #1352). The district court’s reasoning is at 

least consistent with the requirement that the Local 25 Funds must meet a “higher” summaryjudgment burden by “show[ing] that the record contains evidence satisfying the burden of 

persuasion.” Surles v. Andison, 678 F.3d 452, 455–56 (6th Cir. 2012) (quoting Cockrel, 270 

F.3d at 1056).

Even if the district court had applied the wrong standard, however, we decline to resolve 

the appeal on that basis. “Because we review de novo the grant of summary judgment and the 

parties have briefed the underlying issues, we will squarely address the merits of this case, rather 

than” reversing based on the purported use of an incorrect summary-judgment standard. Pearce 

v. Chrysler Grp. LLC Pension Plan, 893 F.3d 339, 346 (6th Cir. 2018).

B. The ERISA Claim

On appeal, the parties do not dispute the district court’s liability ruling; instead, the 

parties focus on the damages calculation. See D. 18 (Appellant Br. at 29–36); D. 20 (Appellee 

Br. at 17–30); D. 23 (Reply Br. at 2–9). NCR raises two arguments contesting the calculation 

supporting the damages award. First, NCR argues that the Local 25 Funds used the wrong wage 

rate, specifically by using the higher rates from Local 416 and Local 846—the rates that the outof-state employees were actually paid for the Michigan Project work—rather than the Local 25 
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 10

base rates reflected in the Local 25 Rate Schedules. D. 18 (Appellant Br. at 30–34). Second, 

NCR contends that the audit should have accounted for the benefit contributions that NCR made 

to the out-of-state funds, which, in NCR’s view, conflicts with the plain language of the Local 25 

CBA and the International Agreement. Id. at 34–36.

Both arguments require interpretation of the governing agreements. Contracts 

establishing an employee benefit plan must, among other things, “specify the basis on which 

payments are made to and from the plan,” 29 U.S.C. § 1102(b)(4), and “[t]he plan administrator 

is obliged to act ‘in accordance with the documents and instruments governing the plan insofar 

as such documents and instruments are consistent with’” ERISA, Kennedy v. Plan Adm’r for 

DuPont Sav. & Inv. Plan, 555 U.S. 285, 300 (2009) (quoting 29 U.S.C. § 1104(a)(1)(D)). 

“Collective bargaining agreements that establish ERISA plans are interpreted by use of ordinary 

contract principles to the extent those principles are not inconsistent with federal labor policy.” 

Operating Eng’rs Local 324 Health Care Plan v. G&W Constr. Co., 783 F.3d 1045, 1051 (6th 

Cir. 2015)). “When the terms of an ERISA plan are undefined, traditional principles of contract 

interpretation require a plan administrator to ‘interpret the provisions [of the plan] according to 

their plain meaning in an ordinary and popular sense.’” Adams v. Anheuser-Busch Cos., 758 

F.3d 743, 748 (6th Cir. 2014) (quoting Williams v. Int’l Paper Co., 227 F.3d 706, 711 (6th Cir. 

2000)).

If “a contract is in writing and its terms are clear and unambiguous, we ascertain the 

contract’s meaning in accordance with the contract’s plainly expressed intent.” Orrand, 794 

F.3d at 562. “Where a contractual provision ‘is subject to two reasonable interpretations,’ 

however, that provision is deemed ambiguous, and the court may look to extrinsic evidence” of 

the contracting parties’ intent in order to construe the ambiguous provision. FDIC v. AmTrust 

Fin. Corp. (In re AmTrust Fin. Corp.), 694 F.3d 741, 750 (6th Cir. 2012) (quoting Wulf v. 

Quantum Chem. Corp., 26 F.3d 1368, 1376 (6th Cir. 1994)). The fact that parties propose 

competing interpretations of language in a plan “does not dictate a finding that the provision is 

ambiguous.” Shelby Cnty. Health Care Corp. v. Majestic Star Casino LLC Grp. Health Benefit 

Plan, 581 F.3d 355, 370 (6th Cir. 2009). Rather, “the alternative interpretation . . . ‘must be a 
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 11

plausible one.’” Id. (quoting Zirnhelt v. Mich. Consol. Gas Co., 526 F.3d 282, 287 (6th Cir. 

2008)). If a term of provision is ambiguous, courts “resolv[e] ambiguities in the insured’s favor” 

because doing so aligns “with ERISA’s goals ‘to promote the interests of employees and their 

beneficiaries in employee benefit plans,’ and ‘to protect contractually defined benefits.’” 

Wallace v. Oakwood Healthcare, Inc., 954 F.3d 879, 891 (6th Cir. 2020) (quoting Firestone Tire 

& Rubber Co. v. Bruch, 489 U.S. 101, 113 (1989)).

1. Wage Rates

Although the benefits contributions at issue relate to employees affiliated with Local 416 

and Local 846, the parties agree that the relevant governing CBA is the Local 25 CBA. D. 18 

(Appellant Br. at 29–34) (relying on the Local 25 CBA); D. 20 (Appellee Br. at 19) (“[I]t is 

undisputed that the Trustees of the [Local 25] Funds are enforcing the terms of the Local 25 

CBA.”). This comports with the International Agreement, which states that the employer must 

“pay the scale of wages and benefits . . . in force and effect in the Local Union in which the 

Employer is performing or is to perform work.” R. 38-4 (Int’l Agreement § 6(A)) (Page ID 

#903). The International Agreement also explains that employers must “make timely payments 

into all fringe benefit funds in accordance with the applicable Local Union collective bargaining 

agreement,” which is the “home Local Union of the geographic jurisdiction in which the work is 

performed.” Id. § 6(C) (Page ID #904).

Under the Local 25 CBA, there are various funds to which employers are expected to 

contribute, including a health fund, a pension fund, a training fund, and a vacation fund, among 

others. See R. 38-3 (Local 25 CBA at art. V, §§ 1–6) (Page ID #868–69). Only two of these 

funds’ contributions are computed based on wage rate—the vacation fund and the pension 

fund—whereas the remaining fund contributions are calculated based on hours worked or hours 

paid. See id. at art. V, §§ 4, 6; see also R. 38-18 (Local 25 Rate Schedules at 1) (Page ID 

#1238). Thus, NCR’s challenge to the wage rate used to calculate unpaid contributions relates to 

the vacation fund and the pension fund only. We address each in turn.
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 12

The wage rate that should be used to calculate the unpaid contributions to the vacation 

fund is the employee’s gross wage. The Local 25 CBA states that employers must pay into the 

vacation fund in “an amount equal to the percentages as outlined in Article III of the Employee’s 

gross earnings before taxes.” R. 38-3 (Local 25 CBA at art. V, § 6) (Page ID #869). Under 

Article III, employers are instructed to request Rate Schedules from the union. Id. at art. III 

(Page ID #867). The Local 25 Rate Schedules for the relevant period indicate that NCR was 

required to pay 11.83% of an employee’s “gross earnings before taxes.” Id. at art. V, § 6 (Page 

ID #869); R. 38-18 (Local 25 Rate Schedules at 1) (Page ID #1238). Because the Local 25 CBA 

does not define “gross earnings before taxes,” this court must “interpret [this] provision 

according to [its] plain meaning in an ordinary and popular sense.” Adams, 758 F.3d at 748 

(quotations omitted). In plain terms, gross earnings refer to earnings that “consist[] of an overall 

total exclusive of deductions.” Gross, MERRIAM-WEBSTER, https://perma.cc/2ZBF-BKMU (last 

visited Aug. 5, 2024); see also Will Kenton, What is Gross Income? Definition, Formula, 

Calculation, and Example, INVESTOPEDIA (Mar. 22, 2024), https://perma.cc/D2DJ-5QMT 

(“Gross income for an individual . . . is an individual’s total earnings before taxes or other 

deductions.”). The Local 25 CBA ties the calculation of the vacation fund contribution (based 

on gross earnings) to the specific employee. R. 38-3 (Local 25 CBA at art. V, § 6) (Page ID 

#869) (“[A]n amount equal to the percentage[] . . . of the Employee’s gross earnings before 

taxes.” (emphasis added)). Accordingly, the vacation fund contribution must be made using the 

specific employee’s gross earnings before any deductions. NCR’s proposed definition—using 

the lower Local 25 wages from the Rate Schedules that were not the employee’s actual gross 

wage rate—does not comport with the plain meaning of the Local 25 CBA. See In re AmTrust 

Fin. Corp., 694 F.3d at 750 (“Where a contract’s meaning is clear on its face, that meaning 

controls.”).

The wage rate that should be used to calculate unpaid contributions to the pension fund 

presents a closer question. The Local 25 CBA instructs employers to pay into the pension fund 

“an amount equal to the percentages as outlined in Article III.” R. 38-3 (Local 25 CBA at art. V, 

§ 4) (Page ID #868). Under Article III, employers are directed to request Rate Schedules from 

the union. Id. at art. III (Page ID #867). The Local 25 Rate Schedules provided for the relevant 
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 13

period indicate that the employer must contribute 60.69% of the employee’s “base wage” to the 

pension fund. R. 38-18 (Local 25 Rate Schedules at 1) (Page ID #1238). The Local 25 CBA 

does not define the term “base wage”; however, the Local 25 Rate Schedule uses a $28.82 wage 

rate to compute example contributions. Id.

The parties both argue that the plain language of the Local 25 CBA supports their 

position by adopting competing interpretations of the term “base wage.” The first—invoked by 

NCR—is that the Local 25 Rate Schedule defines the base wage as a specific amount and the 

Local 25 CBA integrates this specific amount through the Local 25 Rate Schedules. See R. 38-3 

(Local 25 CBA at art. III) (Page ID #867); R. 38-18 (Local 25 Rate Schedules at 1) (Page ID 

#1238) (including an example calculation using the $28.82 wages and noting “PENSION . . . 

percentage of BASE WAGES.”). Thus, under NCR’s interpretation, it was required to 

contribute to the pension fund 60.69% of the $28.82 wage rate from the example on the Rate 

Schedules, rather than the higher rates used in the audit report (and actually paid to the 

employees). Conversely, the Local 25 Funds contend that “base wage,” as it is used in the Local 

25 CBA, takes on a commonsense definition, which is a starting wage that an employer “has 

discretion to pay above.” D. 22 (Appellee Br. at 21–22). Under this interpretation, the Local 25 

CBA cross-references the percentages in the Local 25 Rate Schedules but does not adopt the set 

“base wage” amount from the examples. See R. 38-3 (Local 25 CBA at art. V, § 4) (Page ID 

#868) (“For each Employee covered by this Agreement, an Employer shall contribute to the 

[pension fund] an amount equal to the percentages as outlined in Article III.” (emphasis added)). 

Therefore, in the Local 25 Funds’ view, because NCR paid a higher wage to the out-of-state 

employees, the higher wage should be multiplied by the percentage from the Local 25 Rate 

Schedule.

Although these competing interpretations both appear plausible based on the Local 25 

CBA, the Local 25 Funds’ interpretation more faithfully aligns with the plain language of the 

Local 25 CBA. Specifically, Article V, § 4 does not indicate that the calculation relies on the 

wages used in the Local 25 Rate Schedules; instead, the Local 25 CBA states only that the 

contributions should be calculated using “the percentages” in the Local 25 Rate Schedules. R. 
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 14

38-3 (Local 25 CBA at art. V, § 4) (Page ID #868). The Local 25 Rate Schedules instruct that, to 

calculate vacation contributions, the percentage should be multiplied by the base wage. See R. 

38-18 (Local 25 Rate Schedules at 1) (Page ID #1238) (including an example calculation using 

the $28.82 base wage and noting “PENSION . . . percentage of BASE WAGES.”). The Local 

25 CBA does not define base wages; however, the ordinary definition of that term is “a rate or 

amount of pay for a standard work period, job, or position exclusive of additional payments or 

allowances.” Base Pay, MERRIAM-WEBSTER, https://perma.cc/G9JN-PSCC (last visited Aug. 5, 

2024); see also Julia Kagan, Base Pay: Definition as Income, and Comparison to Annual Pay, 

INVESTOPEDIA (Dec. 8, 2021), https://perma.cc/UZE2-GUL3 (“Base pay is the initial salary paid 

to an employee, not including any benefits, bonuses, or raises. . . . Base pay does not include all 

forms of compensation; for instance, shift differential pay, on-call pay, special assignments, and 

incentive-based pay are typically excluded from base pay. Generally, an employee’s base pay is 

the minimum amount they should expect to receive during a specified pay period . . . .”).

The out-of-state employees were given “a rate . . . of pay for [the] . . . job” when they 

were hired to work on the Michigan Project. Id.; see also R. 38-2 (Grantham Decl. ¶¶ 11–14, 16) 

(Page ID #849–50). The rate of pay was not the specific amount used in the Local 25 Rate 

Schedules; instead, the employees were paid based on their home-union wages. See R. 38-2 

(Grantham Decl. ¶ 16) (Page ID #850). The wages paid during the Michigan Project differed 

based on the employees’ position (journeyman, foreman, etc), shift, see, e.g., R. 38-18 (Local 25 

Rate Schedules at 1) (Page ID #1238), and years of experience, see R. 38-7 (Reeves Dep. at 

46:7–9) (Page ID #1001). Thus, there is a different “rate or amount of pay” for the work period, 

Base Pay, MERRIAM-WEBSTER, https://perma.cc/G9JN-PSCC (last visited Aug. 5, 2024), and 

each employee has a different “base pay [that] is the minimum amount they . . . expect[ed] to 

receive during” the Michigan Project, before any bonuses or other forms of additional 

compensation, see Julia Kagan, Base Pay: Definition as Income, and Comparison to Annual Pay, 

INVESTOPEDIA (Dec. 8, 2021), https://perma.cc/UZE2-GUL3. The base wages in this context 

are, therefore, the base rate that each employee was paid for this project, not the minimum wage 

payable based on the Local 25 Rate Schedules. Accordingly, pension fund contributions should 

be calculated using the base rate that the employees were actually paid for the Michigan Project.
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 15

Even if this were not so, and the term “base wage” could be considered ambiguous based 

on the competing definitions, any ambiguity must be construed in favor of the insured in order 

“‘to promote the interests of employees and their beneficiaries in employee benefit plans,’ and 

‘to protect contractually defined benefits.’” See Wallace, 954 F.3d at 891 (quoting Firestone, 

489 U.S. at 113). Here, construing the term “base wage” in favor of the employees would lead to 

the same conclusion: the employees are entitled to have NCR contribute based on the higher 

base wage rate they were actually paid for the Michigan Project because this would maximize 

the benefits contributions.

Finally, it is not apparent from the record whether the audit used the proper wage rates. 

Although the Local 25 Funds represented during oral argument that the proper wage rates were 

used for the audit, see Oral Argument at 23:30–24:26, the Local 25 Funds did not identify 

evidence to support its position and appeared to rely on a misunderstanding of gross wages, and 

it is not otherwise clear that the record supports the Local 25 Funds’ position, see id. (Local 25 

Funds’ lawyer stating that the pension contribution is based on “the wage rate paid per hour” and 

the vacation contribution is “based . . . on the gross earnings after taxes” and explaining that the 

auditor used these rates to complete the audit (emphasis added)). The record shows that the audit 

used the wages actually paid to the employees, but it is not clear whether the wages used in the 

calculation were gross wages for the vacation fund and base wages for the pension fund. See R. 

36-5 (Reeves Decl. ¶¶ 6–11) (Page ID #429–31); R. 36-9 (Audit at 1–4) (Page ID #546–49) 

(indicating that the audit used the employees’ “wages” but not specifying whether those wages 

are gross, base, or net). Although it is possible that certain employees’ gross and base wages are 

identical, there is insufficient information in the record before this court for us to conclude that 

the audit used the proper wage rates. Because the Local 25 Funds, as plaintiffs, moved for 

summary judgment, they bear the evidentiary burden to show that the audit used the rate required 

under the Local 25 CBA. See Cockrel, 270 F.3d at 1056. This issue, therefore, is a genuine 

issue of material fact that remains unresolved.

In sum, the Local 25 CBA required the Fund to calculate benefits using distinct employee 

wage rates—gross for the vacation fund and base for the pension fund—and, thus, the Local 25 
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 16

Funds are correct that the audit should use the higher wage rates rather than the example wage 

rates used on the Local 25 Rate Schedule. Nonetheless, because it is not clear from the record 

whether the audit correctly used gross and base wage rates for the requisite funds, the Local 25 

Funds have not met their burden to show that they are entitled to the unpaid contributions as 

currently calculated by the audit.

2. Payment to Out-of-State Funds

Next, NCR argues that the auditor incorrectly included contributions that it already made 

to the out-of-state funds, in violation of the International Agreement’s prohibition on duplicate 

contributions. D. 18 (Appellant Br. at 34–36). In response, the Local 25 Funds do not dispute 

NCR’s interpretation of the International Agreement; instead, the Local 25 Funds argue that the 

contributions it seeks are not duplicates because “NCR has not paid the documented fringe 

benefit contributions to the [Local 25] Funds in Michigan in the first place” as required by the 

Local 25 CBA. D. 20 (Appellee Br. at 28–29). The Local 25 Funds also fault NCR for “fail[ing] 

to identify the amount of credit or setoff it is seeking.” Id. at 27–28.

The relevant governing contract is unambiguous and bars the Local 25 Funds from 

collecting the requested duplicate contributions. The International Agreement states, in relevant 

part, that “[u]nder no circumstances shall there be a request for a payment of double fringe 

benefit amounts (benefits paid to more than one Local Union’s funds) as a result of work 

performed under this agreement.” R. 38-4 (Int’l Agreement § 6(D)) (Page ID #904). The 

agreement is unequivocal in that there is “no circumstance[]” under which double payment can 

be requested. Id.

Here, NCR made benefits contributions to funds associated with Local 416 and Local 

846, and the Local 25 Funds were aware of these contributions. See R. 38-2 (Grantham Decl. 

¶ 10) (stating that “NCR paid fringe benefit contributions, with the exception of vacation 

contributions and dobie dues, to . . . Local 846 and Local 416”); R. 38-7 (Reeves Dep. at 31:18–

33:11) (Page ID #986–88) (explaining that it appeared to Reeves that NCR was sending benefits 

contributions to the out-of-state funds). The Local 25 Funds’ auditor did not attempt to account 
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 17

for any payments that NCR made to the out-of-state unions. See R. 38-15 (9/14/2021 Email at 1) 

(Page ID #1227); R. 38-16 (9/15/2021 Email at 1) (Page ID #1230).

Although “standing alone, an award of benefits causing an employer to double pay 

‘would not be sufficient to relieve the employer of its contractual obligation to make 

contributions,’” Orrand v. Hunt Constr. Grp., Inc., 852 F.3d 592, 595 (6th Cir. 2017) (quoting 

Trs. of B.A.C. Loc. 32 Ins. Fund v. Ohio Ceiling & Partition Co., 48 F. App’x 188, 196–97 (6th 

Cir. 2002)), here, NCR is not simply arguing that ERISA prevents double payment. Instead, 

NCR has identified a controlling contractual provision that prohibits double payments explicitly. 

The Local 25 Funds do not contest that this provision exists; instead, they argue that NCR must 

nonetheless contribute to the Local 25 Funds because, under the Local 25 CBA, NCR should 

have paid the Local 25 Funds in the first instance. In other words, the Local 25 Funds have 

identified a conflict in the governing agreements. “In situations where” there are “conflicting 

[governing agreements] that purport to impose a duty to ‘double pay’ for the same job, the 

collecting trustee must show that the [governing agreements]” intended to allow for double 

payment. Trs. for Mich. BAC Health Care Fund v. OCP Contractors, Inc., 136 F. App’x 849, 

851 (6th Cir. 2005) (per curiam). The Local 25 Funds may be correct that they were entitled to 

the contributions in the first instance; however, the International Agreement unequivocally states 

that there are “no circumstances” under which the Local 25 Funds can collect duplicate 

contributions. R. 38-4 (Int’l Agreement § 6(D)) (Page ID #904). NCR has already contributed 

to the out-of-state funds on behalf of employees that performed work on the Michigan project, 

and therefore, the Local 25 Funds’ request for contributions on behalf of those same employees 

is duplicative. Without any suggestion that the governing contracts allow for double payment—

and in the face of clear contractual language that prohibits it—the Local 25 Funds cannot request 

this double payment. See Trs. for Mich. BAC Health Care Fund, 136 F. App’x at 851. 

Accordingly, the Local 25 Funds’ audit includes contributions to which the Local 25 Funds are 

not entitled under the International Agreement.

In light of this, the Local 25 Funds’ argument that NCR failed to provide evidence of the 

amount it paid to out-of-state unions inappropriately shifts the burden of proof at summary 
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 18

judgment.7 The Local 25 Funds bear the burden of proving that they are entitled to the amount 

of damages that they seek and, at this stage, to preclude summary judgment, NCR need only 

identify a question of fact concerning the calculation of damages such that a reasonable juror 

may not award the Local 25 Funds the full requested amount. For the reasons explained above, 

the Local 25 Funds’ unpaid-contribution estimate is legally inaccurate and there is insufficient 

evidence in the record to support an accurate estimate that does not include duplicative 

contributions. Therefore, the Local 25 Funds have not shown that they are entitled as a matter of 

law to the requested sum of unpaid contributions, and the Local 25 Funds are not entitled to 

summary judgment as to damages.8

C. Equitable Relief

Finally, NCR argues that the district court abused its discretion because it “imposed a de 

facto prior-case requirement,” “failed to examine the facts or balance the equities,” and 

incorrectly stated “that NCR could recover the amount of its judgment from the out-of-state 

funds.” D. 23 (Reply Br. at 15–16); see also D. 18 (Appellant Br. at 36–44). Employers are 

restricted in the defenses that they may raise when they are sued to collect unpaid contributions 

to ERISA funds. Nonetheless, “[c]ourts generally permit a few defenses, including illegality of 

the contributions, the contract requiring the contributions was void at its inception, or the union 

was decertified.” Operating Eng’rs Loc. 324 Health Care Plan, 783 F.3d at 1052. These 

permissible defenses “render irrelevant the oral statements or conduct of the Union in a 

collection action.” Id. at 1053.

7Even if NCR were required to produce evidence of the specific amounts contributed to Local 416 and 

Local 846, such evidence is in the record. See R. 36-16 (Local 416 Contr. at 1) (Page ID #634) (indicating that NCR 

owed $104,002.56 in contributions to Local 416 for February 2021); R. 36-18 (Local 416 Discrepancy Rep. at 1) 

(Page ID #660) (depicting $154,106.16 in contributions owed by NCR to Local 416); R. 38-2 (Grantham Decl. ¶ 10) 

(stating that “NCR paid fringe benefit contributions, with the exception of vacation contribution and dobie dues, to 

. . . Local 846 and Local 416”). Although these records are incomplete, they are sufficient factually to substantiate 

NCR’s claim that the audit is inaccurate.

8Because the Local 25 Funds have not met their burden as to unpaid contributions, they necessarily have 

not met their burden to prove interest and liquidated damages, which are calculated using the amount of unpaid 

contributions. See 29 U.S.C. § 1132(g)(2). No party contests the amount of attorney fees or costs, and, therefore, 

we do not address those awards. The district court on remand may reconsider those amounts as appropriate.
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 19

ERISA also allows for unjust-enrichment claims. Generally, “the assets of a plan shall 

never inure to the benefit of any employer and shall be held for the exclusive purposes of 

providing benefits to participants in the plan and their beneficiaries and defraying reasonable 

expenses of administering the plan.” Whitworth Bros. Storage Co. v. Cent. States, Se. & Sw. 

Areas Pension Fund, 794 F.2d 221, 225 (6th Cir. 1986) (emphasis omitted) (quoting 29 U.S.C. 

§ 1103(c)(1)). If, however, an employers’ contribution was made “by a mistake of fact or law,” 

section 1103(c)(1) “shall not prohibit the return of such contribution” to the employer. Id. at 225 

(quoting 29 U.S.C. § 1103(c)(2)(A)(ii)). This provision has been interpreted to allow employers 

to bring unjust-enrichment claims. See id. at 231, 235–36 & nn.23–24 (explaining that “[a]n 

action for unjust enrichment, equitable in nature, and developed in light of the policies of ERISA 

is appropriate” in part because ERISA “evinces congressional intent not to completely preclude 

employer recovery of mistakenly paid contributions”). Any unjust-enrichment claim is “limited 

by the terms of ERISA . . . and by the terms of the agreement between the parties” and, at times, 

may mean that mistaken payments are not refunded because “Congress, in weighing the interests 

implicated in the context of employee benefit plans, has favored the financial soundness of the 

plan and held employers to high standards of accounting.” Id. at 236 n.24.

Here, the district court did not abuse its discretion. First, the district court did not—as 

NCR contends—apply “a de facto prior-case requirement.” D. 23 (Reply Br. at 15). Instead, the 

district court addressed the arguments that NCR made in its briefing. R. 43 (09/17/2023 D. Ct. 

Op. at 11–12) (Page ID #1354–55). NCR had relied principally on out-of-circuit cases—because 

it was requesting equitable relief in a circumstance that this circuit has not yet addressed—and 

the district court determined that the primary case that NCR provided was not analogous. See R. 

38 (Opp’n at 18–19) (Page ID #842–44). Specifically, the district court explained that Coar v. 

Kazimir, 990 F.2d 1413 (3d Cir. 1993), was inapposite. See R. 43 (09/17/2023 D. Ct. Op. at 11–

12) (Page ID #1354–55). In Coar, the Third Circuit found that the plaintiff-employee was 

entitled to his unpaid benefits that the Fund had withheld in order to pay a civil judgment related 

to “kickbacks” that were made using fund assets because “permitting the set-off in this case best 

implements Congress’s purpose to guarantee pension beneficiaries the broadest protection 

possible against fiduciaries who breach their fiduciary duties to a pension fund and thereby 
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 20

cause it losses.” 990 F.2d at 1414–15, 1424 (emphasis added). In reviewing Coar, the district 

court did not state that a prior case was required; instead, it simply found that the cases NCR 

invoked did not support its argument. This was not an abuse of discretion because Coar did not 

involve unpaid contributions by an employer into a fund, but instead addressed a beneficiaries’ 

entitlement to benefits when a fund breached its fiduciary duties.

NCR’s second and third arguments—that the district court failed to weigh the equities 

and incorrectly determined that NCR had a viable unjust-enrichment claim against Local 416 and 

Local 846—are interrelated. The district court explained that NCR’s arguments on these points 

“lack[ed] merit” because “the factual scenarios in the cases [NCR] relie[d] upon [were] not 

analogous to the facts of this case” and NCR could get its requested equitable relief by 

“pursu[ing] a claim of unjust enrichment, or similar, against Local 846 or Local 416 funds.” 

R. 43 (09/17/2023 D. Ct. Op. at 11–12) (Page ID #1354–55). The district court correctly 

concluded that NCR’s setoff request was directed at the wrong fund. NCR’s “mistaken 

payments” were not to the Local 25 Funds that are party to this case; the contributions were 

mistakenly made to Local 846 and Local 416. NCR’s request for equitable relief is more 

appropriately directed to the out-of-state unions’ funds.9 At bottom, NCR disagrees with the 

manner in which the district court weighed the equities in this case. Such a contention does not 

amount to an abuse of discretion.

9NCR’s view that it no longer has a viable unjust-enrichment claim is based on its interpretation of the outof-state union CBAs, which provide a limited period under which NCR was required to request a return of mistaken 

contributions made to the out-of-state funds. See D. 18 (Appellant Br. at 36–44). NCR has not provided a reason as 

to why it could not bring a lawsuit despite failing to use the contractual remedies, particularly when NCR arguably 

could not comply with the contractual time limits due to the Local 25 Funds’ actions—as opposed to NCR’s own 

negligence.

Even if NCR were no longer able to bring an unjust-enrichment suit against the out-of-state funds, NCR 

has not provided a reason why the Local 25 Funds should be responsible for bearing the harm of the mistaken 

payments. See Whitworth, 794 F.2d at 236 & n.24 (“Congress, in weighing the interests implicated in the context of 

employee benefit plans, has favored the financial soundness of the plan and held employers to high standards of 

accounting.”).
Nos. 23-1919/

24-1046

Trustees of the 

Iron Workers Defined Contribution Pension Fund, et al. v. 

Next Century Rebar, LLC

Page 21

III. CONCLUSION

For the reasons set forth above, we AFFIRM in part and REVERSE in part and 

REMAND the case for further proceedings.