UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

ADRIAN HUFF, as Chairman of the Board of Trustees of

TEAMSTERS LOCAL 445 FREIGHT DIVISION

PENSION FUND,

Plaintiff,

-againstMID-HUDSON STEEL CORP., and GRAMMER,

DEMPSEY & HUDSON, INC.,

Defendants.

Civil Action No. 07 Civ 5926

(CLB)(MDF)

ANSWER OF DEFENDANTS MID-HUDSON STEEL CORP.

AND GRAMMER, DEMPSEY & HUDSON, INC.

WITH AFFIRMATIVE DEFENSES

Now come Defendants Mid-Hudson Steel Corp. (hereinafter "Mid-Hudson"), and

Grammer, Dempsey & Hudson, Inc. (hereinafter "GDH") (collectively the "Defendants"), by

and through counsel, and file the within as their answer to the Plaintiff’s Complaint:

AS TO THE NATURE OF THE CASE

1. Defendants deny for want of knowledge the procedural and legal allegations

contained in paragraph 1 of the Complaint, and otherwise deny Plaintiff is entitled to the relief

requested.

AS TO JURISDICTION

Defendants admit that jurisdiction is appropriate in this Court.

AS TO VENUE

Defendants admit that venue is appropriate in this Court.

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Complaint.

5.

AS TO THE PARTIES

Defendants deny for want of knowledge the allegations of paragraph 4 of the

Defendants deny for want of knowledge any factual and/or legal conclusions

contained in paragraph 5 of the Complaint.

6. Defendants deny for want of knowledge any factual and/or legal conclusions

contained in paragraph 6 of the Complaint.

7. Defendants deny for want of knowledge any factual and/or legal conclusions

contained in paragraph 7 of the Complaint.

8. Defendants deny for want of knowledge any factual and/or legal conclusions

contained in paragraph 8 of the Complaint.

9. Defendants deny for want of knowledge any factual and/or legal conclusions

contained in paragraph 9 of the Complaint.

10. Defendants admit the allegations of paragraph 10 of the Complaint.

11. Defendants admit the allegations of paragraph 11 of the Complaint to the extent

that at one time, Mid-Hudson was a company doing business at the stated location, but has since

ceased operation.

12. Defendants admit the allegations of paragraph 12 of the Complaint to the extent

that at one time, James F. Hudson was the president of Mid-Hudson, but the Company has

ceased operation.

13. Defendants admit the allegations of paragraph 13 to the extent that GDH can be

contacted at the addresses identified, but denies a parent-subsidiary relationship between MidHudson and GDH, and specifically states that Mid-Hudson has ceased operation.

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14.

15.

16.

17.

18.

19.

20. Defendants deny

paragraph 20 of the Complaint.

21.

letter was

Defendants admit the allegations of paragraph 14 of the Complaint.

Defendants admit the allegations of paragraph 15 of the Complaint.

Defendants admit the allegations of paragraph 16 of the Complaint.

Defendants deny the allegations of paragraph 17 of the Complaint.

Defendants admit the allegations of paragraph 18 of the Complaint.

AS TO THE STATEMENT OF FACTS

Defendants admit the allegations of paragraph 19 of the Complaint.

for want of knowledge the legal conclusionsasserted in

22.

letter was sent, but otherwise states that

characterizations of the contents of that letter.

Defendants admit the allegations of paragraph 21 of the Complaint to the extent a

received, but otherwise states that the document speaks for itself and deny any

characterizations of the contents of that letter.

Defendants admit the allegations of paragraph 22 of the Complaint to the extent a

the document speaks for itself and deny any

23. Defendants admit the allegations of paragraph 23 of the Complaint to the extent a

response was received, but otherwise states that the documents speak for themselves and deny

any characterizations of the contents of the documents.

24. Defendants admit the allegations of paragraph 24 of the Complaint to the extent a

response was received, but otherwise states that the documents speak for themselves and deny

any characterizations of the contents of the documents.

25. Defendants admit that a withdrawal liability payment was made, but otherwise

deny the characterizations of any facts as alleged in paragraph 25 of the Complaint.

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26. Defendants admit the allegations of paragraph 26 of the Complaint.

27. Defendants admit the allegations of paragraph 27 of the Complaint to the extent a

letter was sent, but otherwise states that the document speaks for itself and deny any

characterizations of the contents of that letter.

28. Defendants admit the allegations of paragraph 28 of the Complaint to the extent a

response was received, but otherwise states that the documents speak for themselves and deny

any characterizations of the contents of the documents.

29. Defendants admit the allegations of paragraph 29 of the Complaint.

30. Defendants admit the allegations of paragraph 30 of the Complaint.

31. Defendants admit the allegations of paragraph 31 of the Complaint to the extent a

letter was sent, but otherwise states that the document speaks for itself and deny any

characterizations of the contents of that letter.

32. Defendants admit the allegations of paragraph 32 of the Complaint to the extent

no payments were made.

33. Defendants admit the allegations of paragraph 33 of the Complaint.

34. Defendants admit the allegations of paragraph 34 of the Complaint to the extent a

letter was sent, but otherwise states that the. document speaks foritself and deny any

characterizations of the contents of that letter.

35. Defendants admit the allegations of paragraph 35 of the Complaint.

36. Defendants admit the allegations of paragraph 36 of the Complaint.

37. Defendants admit the allegations of paragraph 37 of the Complaint to the extent a

telephone call took place. Defendants deny the characterizations of the contents of that call or

the relevance of the allegation to this instant action.

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38, Defendants admit the allegations of paragraph 38 of the Complaint to the extent a

summons was issued and was accepted, but otherwise deny any facts and characterizations

contained in paragraph 38 of the Complaint.

39. Defendants admit the allegations of paragraph 39 of the Complaint to the extent a

telephone call took place. Defendants deny the characterizations of the contents of that call or

the relevance of the allegation to the instant action.

40. Defendants admit the allegations of paragraph 40 of the Complaint to the extent a

telephone call took place. Defendants deny the characterizations of the contents of that call or

the relevance of the allegation to the instant action.

41. Defendants admit the allegations of paragraph 41 of the Complaint.

42. Defendants admit the allegations of paragraph 37 of the Complaint to the extent a

telephone call took place. Defendants deny the characterizations of the contents of that call or

the relevance of the allegation to the instant action.

AS TO THE CLAIM FOR RELIEF

43. In response to paragraph 43 of the Complaint, Defendants aver or deny the

allegations as more fully set forth above.

44. Defendants admit the allegations of paragraph 44 of the Complaint to the extent

payments have not been made, but otherwise deny any legal-characterizations contained in

paragraph 44 of the Complaint.

45. Defendants admit the allegations of paragraph 45 of the Complaint to the extent a

notice was sent, but otherwise deny any legal characterizations contained in paragraph 45 of the

Complaint.

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granted.

2.

Satisfaction.

3.

4.

4225.

5.

46. Defendants admit the allegations of paragraph 46 of the Complaint to the extent

no additional payment has been sent, but otherwise deny any legal characterization contained in

paragraph 46 of the Complaint.

47. Defendants deny the allegations of paragraph 47 of the Complaint to the extent

GDH is not the parent of Mid-Hudson and specifically deny any legal conclusions contained in

this paragraph.

48. Defendants deny the liability asserted in paragraph 48 of the Complaint.

49. Defendants deny the allegations of paragraph 49 of the Complaint.

AFFIRMATIVE DEFENSES

Plaintiff’s Complaint against fails to state a claim upon which relief can be

Some or all of Plaintiff’s claims are barred by the Doctrine of Accord and

Some or all of Plaintiff’s claims are barred by the Doctrine of Estoppel.

Some or all of Plaintiff’s claims are barred by the application of ERISA Section

Defendants specifically reserve the right to amend and supplement these

affirmative defenses as they become discovered through the course of this litigation.

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WHEREFORE, having fully responded to Plaintiff’s Complaim, Defendants pray that

this Court deny Plaintiff the relief requested.

Dated: November ~., 2007

Respectfully submitted,

FOX ROTHSCHILD LLP

Attorneys for Defendants

Grammer, Dempsey & Hudson and

Mid-Hudson Steel

By:.

Keith R. McMurdy

100 Park Avenue, Suite 1500

New York, New York 10017

(212) 878-7900

(212) 692-0940 (Fax)

e-mail: kmcmurdy@foxrothschild.com

For the Firm

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CERTIFICATE OF SERVICE

A true and accurate copy of the foregoing Answer with Affirmative Defenses was served

upon the following by regular U.S. Mail, postage prepaid, and by utilization of the electronic

filing system of the Clerk of Courts of the United District Court for the Southern District of New

York:

William D. Frumkin, Esq.

Sapir & Frumkin LLP

399 Knollwood Road, Suite 310

White Plans, New York 10603

I do so certify.

Dated: November (~ , 2007

Keith R. McMurdy

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