Kaiser Steel Corp. v. Mullins

Justice Brennan, with whom Justice Marshall and Justice Blackmun join,

dissenting.

The salient facts of this case are not sufficiently stressed in the Court’s opinion, and thus bear repeating. Kaiser Steel Corporation and the United Mine Workers (UMW) entered into a collective-bargaining agreement in 1974. As a part of that agreement, Kaiser promised to make contributions to certain UMW-designated employee health and retirement plan funds, based in part upon the amount of coal purchased by Kaiser from non-UMW mines. This purchased-coal *90clause obviously had value to Kaiser’s UMW employees, because the agreement provided that if that clause were adjudged illegal, then the union could demand renegotiation of the contract in order to secure a quid pro quo for the invalidated clause. During the life of the contract, from 1974 to 1977, Kaiser’s UMW employees fully performed their obligations under the contract. Kaiser, in contrast, did not pay a penny of the money that it had promised to pay under the purchased-coal clause. Instead, Kaiser failed to disclose the fact that it had purchased outside coal to which the clause applied, in plain violation of the reporting requirements of the 1974 agreement. In 1978 — after Kaiser’s UMW employees had lost their opportunity to renegotiate the 1974 agreement, and after they had fully performed their part of that bargain — Kaiser for the first time interposed its claim of illegality as a defense to respondent trustees’ suit to recover the moneys promised to their plan under the purchased-coal clause.

“ ‘It has been often stated in similar cases that the defence [of illegality] is a very dishonest one, and it lies ill in the mouth of the defendant to allege it. . . .’” Kelly v. Kosuga, 358 U. S. 516, 519 (1959), quoting McMullen v. Hoffman, 174 U. S. 639, 669 (1899). This observation is peculiarly apt in the present case. The defense of illegality lies ill indeed in the mouth of the Kaiser Steel Corporation. In my view, this case exemplifies the very sort of abuse that Congress intended to stop with the enactment of § 306(a) of the Multiem-ployer Pension Plan Amendments Act of 1980.1

*91I

Section 306(a) of the 1980 Amendments reads as follows:

“DELINQUENT CONTRIBUTIONS
“Every 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.” Pub. L. 96-364, 94 Stat. 1295.

*92The statutory language evinces an unmistakable congressional intention that obligatory payments shall be made, except when those payments are inconsistent with law. It is upon the construction of the phrase, “inconsistent with law,” that the application of § 306(a), and the outcome of this case, obviously depend. The Court construes cases decided before the enactment of § 306(a) as suggesting that courts would not enforce collectively bargained payment obligations tainted by “consequential” illegality — payments that would “lead to” situations condemned by law, or that would allow a party to “reap the fruits” of illegal collective-bargaining provisions. Ante, at 81-83. Thus Kelly v. Kosuga, supra, is read to require that an illegality defense should be entertained when “its rejection would be to enforce conduct that the antitrust laws forbid.” Ante, at 82. In the Court’s view, § 306(a) constitutes no more than a statutory endorsement of these earlier cases, calling for a broad construction of the “inconsistent with law” phrase that would comport with those cases.

The Court’s view is plausible only if the legislative history of § 306(a) is ignored. That history demonstrates beyond dispute that Congress was deeply concerned about the pre-1980 financial instability of employee benefit plans, and that this undesirable state of affairs was largely attributed to delinquent contributions by employers to those plans. The legislative history also demonstrates that Congress expressly intended § 306(a) to simplify and expedite plan trustees’ suits to recover contractually required but delinquent employers’ contributions, and that Congress chose to do so by, inter alia, substantially narrowing the scope of illegality defenses available to employers sued by plan trustees for delinquent contributions. With the benefit of the legislative history, it is apparent that § 306(a) was designed to allow an employer to be relieved of a plan contribution obligation only when the payment at issue is inherently illegal — for example, when the payment is in the nature of a bribe. In sum, illegality defenses, once arguably available whenever the payment in *93question could be connected with illegal activities or results, are now meant- by Congress to be available only when the payment in question itself constitutes an illegal act. An examination of the legislative history of § 306(a) makes this narrowing intention crystal clear.

r-H HH

The Court construes § 306(a) as merely declaratory of preexisting case law. This construction implicitly assumes that Congress was on the whole satisfied with the pre-1980 condition of employee benefit plan funds. But that assumption is clearly erroneous. Congress was seriously troubled by a perception that employee benefit plans were highly vulnerable to financial instability,2 and it identified employers’ delinquent contributions as a principal cause of that vulnerability. The Senate Committee on Labor and Human Resources concluded:

“Recourse available under current law for collecting delinquent contributions is insufficient and unnecessarily *94cumbersome and costly. Some simple collection actions brought by plan trustees have been converted into lengthy, costly and complex litigation concerning claims and defenses unrelated to the employer’s promise and the plans’ entitlement to the contributions. This should not be the case. Federal pension law must permit trustees of plans to recover delinquent contributions efficaciously. Sound national pension policy demands that employers who enter into agreements providing for pension contributions not be permitted to repudiate their pension promises.” Senate Committee on Labor and Human Resources, 96th Cong., 2d Sess., 44 (Comm. Print 1980) (emphasis added).3

Thus Congress’ paramount concern in enacting § 306(a) was to expedite and simplify the collection of delinquent contributions by plan trustees — in other words, to expedite and simplify the very kind of suit brought by respondents in the present case. To solve this problem, Congress decided, among other things, to narrow the legal defenses available to employers sued by plan trustees seeking to recover delinquent plan contributions. The comments of the sponsors of § 306(a) in both the Senate and the House bear out this interpretation.

In the House, Representative Thompson stated that “Federal pension law must permit trustees of plans to recover delinquent contributions efficaciously, and without regard to issues which might arise under labor-management relations *95law — other than 29 U. S. C. 186.” 126 Cong. Rec. 23039 (1980) (emphasis added). Title 29 U. S. C. § 186, entitled “Restrictions on financial transactions,” essentially prohibits an employer from paying bribes to his employees, their representatives, or their union.4 In sum, the comments of Representative Thompson evince a congressional intention that employers sued by plan trustees should be able to interpose an illegality defense only if the claimed illegality resided in the payment itself.

In the Senate, Senator Williams stressed the same theme:

“It is essential to the financial health of multiemployer plans that they and their actuaries be able to rely on an employer’s contribution promises. [P]lan participants for whom the employer promises to make pension contributions to the plan in exchange for their labor are entitled to rely on their employer’s promises. The bill clarifies the law in this regard by providing a direct ERISA cause of action against a delinquent employer without regard to extraneous claims or defenses.” 126 Cong. Rec., at 20180 (emphasis added).

*96Senator Williams later restated his view of the defenses available to an employer under § 306(a), and implicitly defined his understanding of the term, “extraneous,” by using precisely the same words as Representative Thompson had. Id,., at 23288.

The sponsors of § 306(a) thus intended to cut off all illegality defenses that an employer might previously have interposed against a plan trustee, except those that claimed an illegality falling within the prohibition of 29 U. S. C. § 186. Congress perceived that a plan trustee is merely a third-party beneficiary of the collective-bargaining agreement reached by an employer and its employees. Such a trustee does not take part in the negotiations that give rise to the employer’s contribution obligation. Nor does that trustee have any influence over the performance of other aspects of the collective-bargaining agreement, which are —as § 306(a)’s sponsors put it — “extraneous” or “unrelated to” the employer’s promise to contribute to the plan. From the trustee’s point of view, the employer’s promise to make contributions to the designated plan is distinct and severable from all the other clauses of the collective-bargaining agreement, and failure of the agreement in any other respect is wholly irrelevant to the employer’s contribution obligation. In order to achieve its goal of expediting and simplifying delinquent-contribution suits brought by plan trustees, Congress through § 306(a) essentially adopted the trustee’s point of view on this issue. To ensure the full funding of employee benefit plans, Congress provided that when an employer is sued for plan contributions due and owing under a collective-bargaining agreement, the only defenses that will be permitted are those, arising under 29 U. S. C. § 186, involving a claim of illegality inherent in the payment itself.

Ill

The Court ignores this legislative prescription, thereby rendering § 306(a) a nullity and frustrating Congress’ desire *97to protect the economic integrity of the retirement, health, and unemployment plans upon which so many working people rely. The majority devotes little time or effort to its analysis of § 306(a), and its conclusion that that provision was intended merely to be declaratory of pre-existing law conflicts with the legislative history of § 306(a) in significant respects.

The Court does not explain why the modest, declaratory intention that it attributes to Congress is nowhere expressed in the legislative history of § 306(a). Nor does the Court even begin to reconcile its view of the limited purpose of § 306(a) with Congress’ manifest concern for the financial vulnerability of employee benefit plans, or with Congress’ express desire to simplify and expedite suits brought by plan trustees. The Court’s position apparently is that Congress expected a mere statutory endorsement of existing case law to remedy the serious problems to which the 1980 Amendments were explicitly addressed. But simply to state this position is to expose its incredibility. The very fact that Congress perceived difficulties in the status quo, and sought to remedy them with § 306(a), demonstrates that that provision was not intended merely to express satisfaction with existing law, but rather was designed to narrow substantially the scope of defenses available to employers.

This conclusion naturally leads to, and in turn explains, Senator Williams’ and Representative Thompson’s explicit limitation of the defenses available under the new provision to those arising under 29 U. S. C. § 186. The Court, however, disregards these explicit limiting statements on the ground that “repeals by implication are disfavored,” and that therefore “the intention of the legislature to repeal must be clear and manifest.” The Court’s reasoning is not even superficially persuasive. It is obvious that the Sherman Act is not “repealed” by § 306(a). The new provision merely channels the availability of the antitrust laws into employers’ suits for declaratory and injunctive relief or for damages, the remedies normally afforded by those laws. See Huge v. Long’s *98Hauling Co., Inc., 590 F. 2d 457, 465 (CA3 1978) (concurring opinion). And — with respect to § 8(e) of the National Labor Relations Act — even if § 306(a) is construed as a partial re-pealer, the record before us presents plenty of “clear and manifest” evidence that Congress intended to effect such a repeal: if the Court would only address that evidence. There is Congress’ express dissatisfaction with the current state of affairs respecting employers’ contributions to employee benefit plans; there is Congress’ express intention to simplify and expedite trustees’ suits to recover contractually required but delinquent employers’ contributions; and there is explicit legislative history, offered by the sponsors of the legislation, disclosing the limiting device — a cross-reference to 29 U. S. C. § 186 — actually chosen by Congress in order to effect its stated purpose. By demanding more evidence than this, the Court simply imposes its own view of the wisdom of § 306(a) upon Congress and upon respondents, in the guise of judicial restraint.

IV

The legislative history of § 306(a) makes it plain that the judgment of the Court of Appeals below, affirming the District Court’s rejection of the illegality defenses proffered by petitioner Kaiser, should be affirmed by this Court. Kaiser’s defenses do not attack the legality of the delinquent plan contributions themselves. Indeed, Kaiser does not even attempt to argue that the overdue payments sought by respondent trustees are inherently illegal. Rather, Kaiser contends that the making of those payments would “lead to” an illegal restraint of trade, or would allow the trustees to “reap the fruits” of an illegal “hot cargo” clause. Whatever the merits of these contentions of consequential illegality, § 306(a) renders them quite irrelevant to Kaiser’s obligation to make its promised contributions to the designated employee benefit plan funds. That was the very purpose of § 306(a).

*99This conclusion does not impair Kaiser’s rights vis-a-vis the UMW, nor does it undercut the important national policies embodied in the Sherman Act and § 8(e) of the National Labor Relations Act. Kaiser can easily transform both of its illegality claims into causes of action brought directly against the union. “The employer may still have its claims adjudicated by bringing, in the proper forum, a timely suit against the union for rescission of the contract, antitrust damages, or a declaration that an unfair labor practice has been committed . . . .” Huge, supra, at 465 (concurring opinion).5 Section 306(a) simply distinguishes Kaiser’s rights against the union from its rights against respondents. In its effort to assure financial stability to employee benefit plans, § 306(a) prescribes the insulation of plan trustees — such as respondents — from the potentially never-ending disputes between labor and management.

Because I believe that § 306(a) of the 1980 Amendments requires affirmance of the judgment of the Court of Appeals, I dissent.

94 Stat. 1295.

The Court expresses doubt that § 306(a) is applicable to this case. Ante, at 87. But there is no basis for such doubt. Ever since United States v. Schooner Peggy, 1 Cranch 103, 109 (1801), we have recognized that “the court must decide according to existing laws.” Recently, in Bradley v. Richmond School Board, 416 U. S. 696, 711 (1974), we reaffirmed our adherence to that rule, holding that an appellate court is bound to “apply the law in effect at the time it renders its decision, unless doing so would result in manifest injustice or there is statutory direction or legislative history to *91the contrary.” Because there is no dispute that § 306(a) is now “in effect,” we must apply that provision here, unless Congress intended to the contrary or unless doing so would be manifestly unjust.

There is absolutely nothing to indicate any legislative intention that § 306(a) was not to be applied to cases on appeal at the time of its enactment. Indeed, § 108(c)(1) of the 1980 Amendments, 94 Stat. 1267, made § 306(a) effective as of the date of enactment, indicating that Congress intended that provision to become applicable as soon as possible. Moreover, the legislative history of the Amendments suggests a congressional intention that § 306(a) would apply to pending appeals. The sponsors of the Amendments in both the Senate and the House, in explaining the intended effect of § 306(a), specifically disapproved of certain holdings that had been reached by lower, federal courts and that were on appeal while the bill was pending. See 126 Cong. Rec. 23288 (1980) (remarks of Sen. Williams); id., at. 23039 (remarks of Rep. Thompson).

Nor would application of § 306(a) to the present case work any “manifest injustice” upon Kaiser, in the sense in which that term was used in Bradley, supra. The sort of “injustice” discussed in Bradley is that which “stems from the possibility that new and unanticipated obligations may be imposed upon a party without notice or an opportunity to be heard.” Bradley, supra, at 720. Application of § 306(a) would hardly impose any “new and unanticipated obligations” upon Kaiser. On the contrary, application of § 306(a) could at most require Kaiser to make payments that it knew of, and indeed agreed to make, back in 1974, as part of a collective-bargaining agreement that has been fully performed by the other side. In my view, it would be a manifest injustice to respondents—and, more importantly, to Kaiser’s UMW employees who are the intended beneficiaries of the purehased-coal clause—if this Court failed to apply § 306(a) to the case before it.

The Senate Committee on Labor and Human Resources explained these concerns as follows:

“Delinquencies of employers in making required contributions are a serious problem for most multiemployer plans. Failure of employers to make promised contributions in a timely fashion imposes a variety of costs on plans. While contributions remain unpaid, the plan loses the benefit of investment income that could have been earned if the past due amounts had been received and invested on time. Moreover, additional administrative costs are incurred in detecting and collecting delinquencies. Attorneys fees and other legal costs arise in connection with collection efforts.
“These costs detract from the ability of plans to formulate or meet funding standards and adversely affect the financial health of plans. Participants and beneficiaries of plans as well as employers who honor their obligation to contribute in a timely fashion bear the heavy cost of delinquencies in the form of lower benefits and higher contribution rates. Moreover, in the context of this legislation, uncollected delinquencies can add to the unfunded liability of the plan and thereby increase the potential withdrawal liability for all employers.” Senate Committee on Labor and Human Resources, 96th Cong., 2d Sess., 43-44 (unnumbered Comm. Print 1980) (emphasis added).

The Committee went on to stress that:

“The public policy of this legislation to foster the preservation of the private multiemployer plan system mandates that provision be made to discourage delinquencies and simplify delinquency collection. The bill imposes a Federal statutory duty to contribute on employers that are already contractually obligated to make contributions to multiemployer plans. . . . The intent of this section is to promote the prompt payment of contributions and assist plans in recovering the costs incurred in connection with delinquencies.” Ibid.

Section 186 reads in pertinent part:

“(a) It shall be unlawful for any employer or association of employers or any person who acts as a labor relations expert, adviser, or consultant to an employer or who acts in the interest of an employer to pay, lend, or deliver, any money or other thing of value—
“(1) to any representative of his employees . . . ; or
“(2) to any labor organization, or any officer or employee thereof, which represents, seeks to represent, or would admit to membership, any of the employees of such employer . . . ; or
“(3) to any employee or group or committee of employees of such employer ... in excess of their normal compensation for the purpose of causing such employee or group or committee directly or indirectly to influence any other employees in the exercise of the right to organize and bargain collectively through representatives of their own choosing; or
“(4) to any officer or employee of a labor organization . . . with intent to influence him in respect to any of his actions, decisions, or duties as a representative of employees or as such officer or employee of such labor organization.”

The Huge decision was specifically endorsed by the sponsors of § 306(a) in both the Senate and the House. See 126 Cong. Rec. 23288 (1980) (remarks of Sen. Williams); id.., at 23039 (remarks of Rep. Thompson).