In the

United States Court of Appeals

For the Seventh Circuit ____________________

Nos. 14-3726, 14-3737

MICHELS CORPORATION,

Plaintiff-Counterclaim Defendant-Appellant,

PIPE LINE CONTRACTORS ASSOCIATION,

Intervening Plaintiff-Appellant,

v.

CENTRAL STATES, SOUTHEAST, AND SOUTHWEST AREAS 

PENSION FUND, et al.,

Defendants-Counterclaim Plaintiffs-Appellees.

____________________

Appeals from the United States District Court for the

Northern District of Illinois, Eastern Division.

No. 12-cv-4144 — Charles R. Norgle, Judge.

____________________

ARGUED JUNE 5, 2015 — DECIDED SEPTEMBER 2, 2015

____________________

Before WOOD, Chief Judge, and FLAUM and EASTERBROOK,

Circuit Judges.

WOOD, Chief Judge. This case raises a familiar problem for 

pension funds: when did an employer’s obligation to contribute to the fund end? That question turns on when the 

governing collective bargaining agreement (CBA) between a 
2 Nos. 14-3726, 14-3737

multi-employer group and a union terminated and how one 

should characterize a series of temporary “extensions” of the 

CBA. Several common issues are not before us: we are not 

concerned with withdrawal liability on the part of the employer; we are not concerned about any possible duty to arbitrate contested points; and in the end (despite considerable 

attention to the point in the briefs) the standard of review 

does not matter. 

Cutting through the clutter, we conclude that the parties 

to the CBA in question terminated it in accordance with its 

terms effective January 31, 2011. Thereafter, the union and 

the employer group entered into a series of short-term

agreements that had the effect of extending the CBA’s terms 

for the designated periods while the parties negotiated. The 

interim agreement that took effect on November 15, 2011, 

however, was different: it eliminated the employers’ duty to 

contribute to the pension fund and extended all other terms 

of the CBA. The district court held that this was not sufficient to end the employers’ duty to contribute and thus 

granted summary judgment for the pension fund. We reverse. The CBA imposing the duty to contribute had long 

since expired by November of 2011, and there was nothing 

to prevent the parties from agreeing to the new arrangement. 

I

Michels Corporation is a pipeline construction company 

based in Brownsville, Wisconsin. It is a member of the Pipe 

Line Contractors Association (PLCA), a trade association 

that (among other things) negotiates collective bargaining 

agreements on behalf of its employer members with the relevant unions—in this case, the International Brotherhood of 
Nos. 14-3726, 14-3737 3

Teamsters (the Union). The Central States, Southeast, and 

Southwest Areas Pension Fund (the Fund) is a multiemployer pension plan. See 29 U.S.C. § 1000(2), (3), and (37). A 

board of trustees, half of whom are appointed by contributing employers and the other half by the unions representing the plan participants, runs the Fund. 

In February 2006, the PLCA and the Union entered into a 

collective bargaining agreement known as the National Pipeline Agreement (the 2006 CBA). Article XV(C) of the 2006 

CBA addressed the duration of the agreement; it stated that

“[t]he 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.” Schedule 

A of the 2006 CBA laid out the timing and amount of contributions that participating employers needed to make to the 

Fund. Schedule B of the 2006 CBA, called the National Pipeline Participation Agreement, spelled out the relationship 

among the employers, the Union, and the Fund. It included 

the following language:

NOW, THEREFORE, IT IS AGREED by and between 

the undersigned Employer and the [Union] 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 

trusts, and to administer the trusts; and does hereby 
4 Nos. 14-3726, 14-3737

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.

On August 9, 2010, in compliance with Article XV(C), the 

PLCA informed the Union that it intended to terminate the 

2006 CBA on January 31, 2011, and begin negotiations for a 

new agreement. Just before the end of January, however, the 

parties signed a letter agreement extending the terms of the 

2006 CBA for one month, to February 28, 2011. This proved 

to be the first of eight such extensions; the last one extended 

the 2006 CBA’s terms from September 1, 2011, to November 

15, 2011. Consistently with the obligations in the 2006 CBA

and the commitments in the letter agreements to continue 

operating under the 2006 CBA’s provisions, Michels continued to contribute to the Fund throughout those extensions. 

The day before the eighth extension expired, the parties 

shifted course. They agreed that the employers would cease 

making contributions to the Fund as of November 15, 2011; 

that they would make comparable payments to an escrow 

fund until a fund “mutually acceptable to the Parties” was 

designated; and that they would otherwise extend the terms 

of the 2006 CBA until December 31, 2011. The pertinent language of the November 15, 2011, agreement, which figures 

prominently in this appeal, is as follows: 
Nos. 14-3726, 14-3737 5

AMENDMENT TO AND EXTENSION OF 

COLLECTIVE BARGAINING AGREEMENT 

BETWEEN PIPE LINE CONTRACTORS 

ASSOCIATION AND THE INTERNATIONAL 

BROTHERHOOD OF TEAMSTERS

WHEREAS, the current National Pipe Line 

Agreement (“CBA”) between the Pipe Line Contractors Association and ... the [Union], as previously extended, expires at midnight, November 15, 2011;

WHEREAS, the Parties have reached agreement 

that the PLCA may cease all contributions to the 

[Fund];

WHEREAS, agreement on certain other issues has 

not been reached;

WHEREAS, the Parties wish to give formal notice 

of this decision to [the Fund] in order to preclude any 

contention by [the Fund] that one or more members 

of PLCA has an obligation to contribute to [the Fund] 

under the Agreement for any period after November 

15, 2011;

. . .

NOW, THEREFORE, BE IT:

. . .

RESOLVED THAT, Section 1(a) of Article V of the 

CBA shall be amended to read as follows:

(a) ... [A]s of November 16, 2011, no Employer 

shall have an obligation to contribute to [the 

Fund]. The amount of those pension contributions, as well as the amount of all pension con-
6 Nos. 14-3726, 14-3737

tributions on behalf of Travelers, shall be made 

to a plan or plans mutually acceptable to the 

Parties. Until the Parties agree upon a mutually 

acceptable plan or plans, all funds that would 

otherwise be remitted to [the Fund] shall be 

held in escrow.

On November 15, 2011, PLCA sent a copy of the November 15 agreement to the Union, which signed it. The next 

day, Michels sent a letter to the Fund notifying it that Michels was, pursuant to the November 15 agreement, terminating its contributions to the Fund effective immediately. 

The PLCA sent a similar letter the same day. Its letter added: 

“For obvious reasons, it is imperative that the termination 

date of each member’s contribution obligations be effective 

prior to December 31, 2011. This date means the members 

have less than 45 days to address any objection with the notice of termination you may choose to raise.” (PLCA believed that its withdrawal liability would be significantly 

higher if the withdrawal was not effective until after the end 

of calendar year 2011; that issue fell by the wayside and is 

not relevant to this appeal.)

The PLCA followed up with several letters to the Fund 

sent between November 28, 2011, and the end of the calendar year. These letters each asked if PLCA’s members (including Michels) needed to take any further action to ensure

that the divorce from the Fund was effective. The Fund did 

not respond until January 30, 2012, when it informed the Union that the Fund had determined that none of the PLCA 

members effectively withdrew during 2011 because none of 

the letters from the PLCA and Michels “was effective to terminate any of the PLCA members’ obligations to contribute 
Nos. 14-3726, 14-3737 7

to the Fund.” The PLCA and the Union concluded a new collective bargaining agreement at the end of May 2012. The 

Fund received written notice of this agreement on October 9, 

2012. No one disputes that no later than that date, Michels 

and the other PLCA employers had withdrawn from the 

Fund. 

Meanwhile, on March 15, 2012, Michels initiated a lawsuit seeking a declaratory judgment that its duty to contribute to the Fund ended on November 15, 2011. The Fund filed 

its amended counterclaim on August 2, 2012. The district 

court had jurisdiction over both Michels’s complaint and the 

complaint filed by PLCA (which intervened in the district 

court) under 28 U.S.C. § 1331 and Section 301 of the Labor 

Management Relations Act (LMRA), 29 U.S.C. § 185. It had 

jurisdiction over the Fund’s counterclaim under 28 U.S.C. 

§ 1331 and Section 502(e)(1) of the Employee Retirement Income Security Act (ERISA), 29 U.S.C. § 1132(e)(1). 

On cross-motions for summary judgment, the district 

court ruled in favor of the Fund and against Michels and 

PLCA. Using numbers to which the parties had stipulated, it 

held that Michels had to pay the Fund $895,565.48 for the 

principal contributions it owed from November 2011 until 

October 2012 and $336,670.96 for interest, statutory damages, and fees. The court entered its final judgment on December 2, 2014; it re-entered the judgment two days later to 

make a technical correction to the caption of the case. Michels and PLCA both appealed.

II

Before we move to the main event, we offer a word about 

standard of review, to explain why we do not consider it 
8 Nos. 14-3726, 14-3737

dispositive here. We then address the question whether the 

2006 CBA remained in full effect by virtue of the numerous 

extension agreements that were concluded, or if it terminated and each extension agreement functioned as an interim 

CBA between PLCA and the Union. If the former is the case, 

as the district court thought, then the parties had no right to 

eliminate the contribution obligation in the November 15, 

2011, agreement. If the latter is the better characterization, 

then the obligation to contribute died no later than November 15, 2011, when the parties eliminated it in a written 

agreement and communicated that agreement to the Fund.

A

Michels and PLCA argue that this court should approach 

the dispute unencumbered by any deference to the Fund’s 

position; they stress that we are reviewing a grant of summary judgment, and de novo review typically applies in that 

situation. Orr v. Assurant Employee Benefits, 786 F.3d 596, 600 

(7th Cir. 2015). The Supreme Court held in Firestone Tire and 

Rubber Co. v. Bruch, 489 U.S. 101 (1989), that in actions challenging denials of benefits based on plan interpretations the 

proper standard of review is de novo “unless the benefit plan 

gives the administrator or fiduciary discretionary authority 

to determine eligibility for benefits or to construe the terms 

of the plan.” Id. at 115. Phrasing this more generally, review 

is deferential over decisions that have been committed to the 

discretion of the plan administrator. See, e.g., Operating 

Eng'rs Local 139 Health Benefit Fund v. Gustafson Constr. Corp.,

258 F.3d 645, 653 (7th Cir. 2001) (arbitrary and capricious 

standard applied to trustees’ determination regarding interest and penalties owed on delinquent contributions where 

the plan provided the trustees the power to construe provi-
Nos. 14-3726, 14-3737 9

sions of the collective bargaining agreement). If the particular type of decision has been delegated to the administrator, 

then deference is owed both to the decision and to the plan 

interpretation that led to it. At the threshold, however, the 

court must decide which matters were entrusted to the administrator and which were not. (This is something like 

what happens when parties debate whether a particular 

matter lies within the scope of an arbitration agreement: 

courts usually decide that question, although it is possible 

for the parties to agree to submit it to the arbitrator. See First 

Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 944 (1995).)

In order to determine whether an issue has been assigned 

to the administrator, it is necessary to consult the plan documents to see what the parties have said. This involves the 

familiar process of contract interpretation, for which de novo 

review is proper. We also address questions of law independently. See Trustees of Chicago Truck Drivers, Helpers & 

Warehouse Workers Union Pension Fund v. Leaseway Transportation Corp., 76 F.3d 824, 829 (7th Cir. 1996). To the extent 

that the CBA is pertinent, we note that the Supreme Court 

recently has reminded us that “[w]e interpret collectivebargaining agreements, including those establishing ERISA 

plans, according to ordinary principles of contract law ... .” 

M&G Polymers USA, LLC v. Tackett, 135 S. Ct. 926, 933 (2015).

The Fund argues that the governing language appears in 

Article V, section 2 of the Revised and Amended Trust 

Agreement for Central States, Southeast and Southwest Areas Pension Fund (Trust Agreement), which reads as follows:

All questions or controversies, of whatsoever 

character, arising in any manner or between any parties or persons in connection with the Fund or the op-
10 Nos. 14-3726, 14-3737

eration 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 decision construing plan documents of the Pension Fund. To the extent this section 

is contrary to or inconsistent with a Named Fiduciary 

Agreement, this section shall be inapplicable.

The category “any writing, instrument or accounts in 

connection with the operation of the Trust Fund” is very

broad. Nonetheless, there are good reasons to think that the 

CBA does not qualify. The CBA itself does not describe or 

summarize the terms of the plan. It is, however, a document 

that is related to the plan. Even so, there is nothing in the 

Trust Agreement that purports to confer on the Trustees the 

power to interpret agreements between third parties—even 

agreements to determine the date on which an employer and 

a union jointly agree to withdraw from the Fund. Moreover, 

no employer is required by law to participate in any particular fund, or indeed in any fund at all. See Central Laborers' 
Nos. 14-3726, 14-3737 11

Pension Fund v. Heinz, 541 U.S. 739, 743 (2004) (noting with 

regard to pensions that “[n]othing in ERISA requires employers to establish employee benefits plans” or “mandate[s]

what kind of benefits employers must provide if they choose 

to have such a plan”). If we had to decide, we would thus be 

inclined to say that the scope of the 2006 CBA and the proper 

legal characterization of the extension agreements are both 

decisions that lie outside the scope of Article V, section 2. 

But in the end it does not matter how we characterize the 

2006 CBA. Even under ERISA’s arbitrary and capricious 

standard of review, a plan administrator’s “interpretation 

may not controvert the plain language of the document.” 

Cottillion v. United Ref. Co., 781 F.3d 47, 55 (3d Cir. 2015). As 

we previously have noted, “[i]n some cases, the plain language or structure of the plan or simple common sense will 

require the court to pronounce an administrator's determination arbitrary and capricious.” Tompkins v. Central Laborers' 

Pension Fund, 712 F.3d 995, 1002 (7th Cir. 2013) (quoting Hess 

v. Hartford Life & Accident Ins. Co., 274 F.3d 456, 461 (7th Cir. 

2001)). This is one of those cases.

B

Under ERISA, plan fiduciaries are obliged to assure the 

financial integrity of a plan by, among other things, “holding 

employers to the full and prompt fulfillment of their contribution obligations.” See Central States, Southeast & Southwest

Areas Pension Fund v. Cent. Transp., Inc., 472 U.S. 559, 574 

(1985). The Multiemployer Pension Plan Amendments Act of 

1980 (MPPAA) “arose out of Congress’ fear that any time an 

employer withdrew from a multiemployer pension plan 

(MPP) under ERISA it could set off a domino effect that, 

‘much like a bank run,’ could leave the MPP unable to pay 
12 Nos. 14-3726, 14-3737

its vested obligations.” Central States, Southeast & Southwest

Areas Pension Fund v. Hunt Truck Lines, Inc., 204 F.3d 736, 739 

(7th Cir. 2000) (citation omitted). ERISA provides that an

employer’s obligation to contribute to a plan arises either 

“under one or more collective bargaining (or related) agreements, or ... as a result of a duty under applicable labormanagement relations law ... .” 29 U.S.C. § 1392(a). The present case does not rest on any independent legal duty; we 

can thus disregard the second option under the statute. 

Section 515 of ERISA provides that an employer “who is 

obligated to make contributions to a multiemployer plan 

under the terms of the plan or under the terms of a collectively bargained agreement shall, to the extent not inconsistent with law, make such contributions in accordance with 

the terms and conditions of such plan or such agreement.” 

29 U.S.C. § 1145. The statute also dictates when the obligation to contribute ceases: “a complete withdrawal from a

multiemployer plan occurs 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 date of complete withdrawal is defined as “the date of the cessation of the obligation to contribute or the cessation of covered operations.” Id.

§ 1383(e).

In our case, Michels’s obligation to contribute is tied exclusively to the 2006 CBA. See Parmac, Inc. v. I.A.M. Nat’l

Pension Fund Benefits Plan A, 872 F.2d 1069, 1072 (D.C. Cir. 

1989); see also Trustees of Local 138 Pension Trust Fund v. F.W. 

Honerkamp Co., 692 F.3d 127, 135 (2d Cir. 2012). The Fund 

recognizes this, but it argues that the 2006 CBA did not expire until the end of May 2012. Before that, it says, the par-
Nos. 14-3726, 14-3737 13

ties extended the 2006 CBA numerous times, and therefore 

Michels never acquired the right to withdraw. It concedes 

that the November 15, 2011, extension purported to eliminate the obligation to contribute to the Fund, but it says that

this language was inconsistent with Article III, section 7(a) of 

the Trust Agreement, which provides that “[a]n 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 ... .” (Emphasis added.) This language, it concludes, makes the attempted 

repudiation of the obligation to contribute ineffective.

None of the cases upon which the Fund relies support its 

position. In Central States, Southeast & Southwest Areas Pension Fund v. Auffenberg Ford, Inc., 637 F.3d 718, 721 (7th Cir. 

2011), we considered the validity of an oral agreement governing an employer’s duty to contribute to a fund. This, we 

found, was insufficient to override the written requirement 

for contributions found in the governing CBA. See also 29 

U.S.C. § 1102(a)(1). The decision in Central States, Southeast & 

Southwest Areas Pension Fund v. Waste Management of Michigan, Inc., 674 F.3d 630 (7th Cir. 2012), is also inapposite. 

There we rejected an employer’s effort to terminate its contribution obligations before the stated expiration date of a 

CBA. No question about the effectiveness of post-expiration 

extension agreements was before the court. Central States, 

Southeast & Southwest Areas Pension Fund v. Fingerle Lumber 

Co., No. 08 C 1886, 2009 WL 1137793 (N.D. Ill. April 22, 

2009), came to a similar result. There the bargaining parties 

had initially agreed to make contributions up to a particular 

date, and later they agreed on an earlier time. The court held 

that they could not advance their withdrawal date, because 

the Fund had relied on the initial duration of the agreement. 
14 Nos. 14-3726, 14-3737

The present case differs from each of these. First, we are 

not evaluating any oral agreements. Second, no one tried to 

withdraw on a date earlier than the one specified in the 2006 

CBA (January 31, 2011) or even earlier than the date in the 

ninth extension agreement, November 15, 2011. To the contrary, Michels complied with its contribution obligations 

through the November date. The Fund had no reason to 

think that the parties would extend the 2006 CBA even a minute beyond November 15, 2011. It learned the two critical 

points here at the same moment: there would be another extension, but the 2006 CBA was going to be modified to exclude a contribution obligation.

Michels argues that we should ignore the Trust Agreement and look only to the 2006 CBA. The language of the 

statute provides some support for this position. Under 29 

U.S.C. § 1381, a withdrawal is effective when the employer 

“permanently ceases to have an obligation to contribute under the plan.” The statute clarifies that “an obligation to contribute” is an obligation “arising under one or more collective bargaining agreements.” 29 U.S.C. § 1382(a)(1). By mentioning only CBAs and no other document, the statute indicates that Michels’s obligation to contribute is tied to the 

2006 CBA. See Parmac, Inc., 872 F.2d at 1072 (“The law is 

clear that an employer’s withdrawal liability under the 

MPPAA must be determined by looking at the employer’s 

collective bargaining agreement.”).

Even if we conclude that the 2006 CBA controls, our job 

is not finished. That is because the parties disagree about 

what document or documents qualify as the governing CBA. 

Michels argues that the November 15, 2011, extension 

agreement is the CBA in question, because the 2006 CBA had 
Nos. 14-3726, 14-3737 15

long since expired. We agree with this analysis. Article 

XV(C) of the 2006 CBA permitted either party to provide 

written notice no less than 60 days before the expiration date 

of its intention to terminate the agreement. PLCA gave such 

notice to the Union by a letter sent August 9, 2010, well more 

than 60 days before January 31, 2011. PLCA never revoked 

that notice, and so the CBA was terminated in keeping with 

this procedure. At that time, the parties entered a phase during which negotiations were continuing, but no new agreement had been concluded. True, they executed a series of 

brief extensions that had the effect of carrying forward the 

terms of the 2006 CBA, but they were under no obligation to 

do so. Each one of these letter agreements stood on its own.

As PLCA and Michels point out, in a somewhat different 

context this is the way that the National Labor Relations 

Board (the Board) has understood interim agreements—as 

binding, stand-alone CBAs. When a union is interested in 

challenging the role of an incumbent union as the certified 

bargaining representative, it may file a rival election petition 

and see how it fares at the workplace. But it cannot do so just 

anytime. It must wait until the open period 60 to 90 days before the governing collective bargaining agreement expires 

(or later) before doing so. Before that time, the existing contract bars the rival union’s challenge—hence the name “contract bar” to describe this policy. In Union Carbide Corp., 190 

N.L.R.B. 191 (1971), the Board had to decide whether a petition for an election that had been filed on August 6, 1970, 

could go forward or if it was impermissible under the contract bar. As of that date, the Board wrote, the third anniversary of the 1967 agreement had passed and a petition filed 

then would have been entertained. But the parties executed 

a modification of the existing agreement on September 29, 
16 Nos. 14-3726, 14-3737

1969, with a new expiration date of October 15, 1972. The 

Board regarded the modification as a new contract; it rejected the argument that it was incorporated into and made a 

part of the 1967 agreement. Although the context is different, 

the Union Carbide ruling supports the idea that the various 

extensions were not merged into the 2006 CBA.

The Fund pushes back with the assertion that its position—that the November 15, 2011 agreement was not a new 

CBA—squares better with the mechanics of collective bargaining agreements. Labor law requires that for a new collective bargaining agreement to be created, it must be approved by a vote of the membership of the union. See Booster 

Lodge No. 405, Int'l Ass'n of Machinists & Aerospace Workers, 

AFL-CIO v. NLRB, 412 U.S. 84, 86 (1973). The Teamsters Constitution is no exception: it states that a new CBA is “ratified 

by majority vote of the Local Unions having and exercising 

jurisdiction over the work covered by the agreement,” and it 

is not binding until after that vote. The Union membership

did not vote on any of the one-month extensions to the 2006 

CBA. They voted on nothing until the new CBA was presented to them in June 2012. This argument, however, 

proves too much. It is common in labor relations for one collective bargaining agreement to expire before a new fullblown agreement can be concluded. The parties must, and 

do, continue to bargain during that interim period, and they 

often agree to carry forward the terms of the old CBA (perhaps with some modifications) if the bargaining is still fruitful and impasse has not been reached.

C

Even if we downplay the importance of the 2006 CBA, 

we would come to the same result. The plain language of the 
Nos. 14-3726, 14-3737 17

Trust Agreement also compels a decision in Michels’s favor. 

The Trust Agreement recognizes two scenarios in which the 

obligation to contribute may properly be terminated:

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. 

Trust Agreement, Article III, section 1 (emphasis added).

This provision could not be clearer: the obligation to contribute ends when the fund receives a signed contract that 

eliminates or reduces the duty to contribute to the fund. That 

is exactly what the Fund received from Michels on November 16, 2011. Nothing the parties did was inconsistent with 

this provision. There is nothing noteworthy about the fact 

that Michels and the other PLCA parties contributed to the 

Fund during the post-termination months; after all, they 

were obliged to do so until the Fund received the signed 

contract eliminating this obligation to which this language 

refers.

The Fund evidently thinks that the “signed contract” 

mentioned in Article III, section 1 must be a new CBA, and 

that the November 15, 2011, agreement was not a new CBA.

But the Trust Agreement does not require that the “signed 

contract” mentioned in Article III, section 2, be a CBA. It 

would have been easy enough to use that term, not the term 

“signed contract.” As PLCA points out, the relevant section 
18 Nos. 14-3726, 14-3737

of the Trust Agreement uses the term “collective bargaining 

agreement” nine times, while subpart (a) uses the broader 

phrase “signed contract.” The Fund received just such a 

“signed contract” when the November 15, 2011 agreement, 

amending and extending the CBA, was delivered to it.

Elsewhere the Trust Agreement also recognizes that there 

might be something other than a collective bargaining 

agreement. Article III lists “each new or successive collective 

bargaining agreement, including but not limited to interim 

agreements and memoranda of understanding between the 

parties” as among the items that must be sent to the Fund. 

The term “interim agreement” describes the extensions (and 

the November 11, 2015 amendment and extension) perfectly. 

The conclusion that these were separate agreements thus fits 

with the language of the 2006 CBA and with the language of 

the Trust Agreement. In concluding that the November 15, 

2011 agreement was insufficient to allow Michels to withdraw from the Fund, the Fund contravened the plain language of the Trust Agreement. Its decision was therefore arbitrary and capricious.

Looking to other agreements only further sinks the 

Fund’s arguments. The National Participation Agreement, 

which appears as Schedule B of the 2006 CBA, governs the 

relationship between individual employers and the Fund.

After stating that the employers agree to make contributions 

pursuant to the CBA, the Participation Agreement adds the 

following proviso: “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.” That language sup-
Nos. 14-3726, 14-3737 19

ports a duty to contribute during the life of the 2006 CBA, 

and during the extensions up until November 15, 2011. It 

does not support any such duty thereafter, however, because 

the November 15 agreement sets the financial obligation to 

the Central States Fund at zero, while at the same time it 

provides for escrowing money to be given to a successor 

fund. The Fund’s only response to this is to attack the 

amendment as unauthorized, along the lines we already 

have outlined. Its argument, however, depends entirely on 

the idea that the 2006 CBA continued in full force until some 

time beyond November 2011—perhaps all the way until the 

new collective bargaining agreement was concluded. We are 

persuaded, however, that this is incorrect, under the agreements that linked these parties, as we discussed in Part II.B 

of this opinion. 

III

We therefore conclude that the collective bargaining 

agreement between PLCA and the Union expired in accordance with its terms on January 31, 2011. Until November of 

that year, it was followed by a series of separate agreements, 

each of which carried the terms of the expired CBA forward. 

In November, the parties exercised their right to change the 

term before us now: the duty to contribute to the Fund. They 

properly notified the Fund in writing of this prospective 

change. The district court’s judgment in favor of the Fund 

therefore must be, and is, REVERSED.