United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued December 11, 2023 Decided February 9, 2024
No. 22-7157
TRUSTEES OF THE IAM NATIONAL PENSION FUND,
APPELLEE
v.
M & K EMPLOYEE SOLUTIONS, LLC,
APPELLANT
Consolidated with No. 22-7158
Appeal from the United States District Court
for the District of Columbia
(No. 1:21-cv-02152)
Michael E. Kenneally and Donald J. Vogel argued the
causes for appellant/cross-appellee. With them on the briefs
was R. Jay Taylor Jr. James A. Eckhart entered an appearance.
John E. Roberts argued the cause for appellee/cross-
appellant. With him on the brief were Lucas Kowalczyk and
Neil V. Shah.
Michael J. Prame was on the brief for amici curiae The
Segal Group, Inc., et al. in support of appellee.
2
No. 23-7028
TRUSTEES OF THE IAM NATIONAL PENSION FUND,
APPELLEE
v.
OHIO MAGNETICS, INC., ET AL.,
APPELLANTS
Appeal from the United States District Court
for the District of Columbia
(No. 1:21-cv-00928)
Michael E. Kenneally and Donald J. Vogel argued the
causes for appellants. With them on the briefs were Jonathan
D. Janow, William P. Lewis, Stephen K. Dixon, Randall C.
McGeorge, and Deborah S. Davidson.
John E. Roberts argued the cause for appellee. With him
on the brief were Neil V. Shah and Lucas Kowalczyk.
Before: RAO, WALKER and CHILDS, Circuit Judges.
Opinion for the Court filed by Circuit Judge CHILDS.
CHILDS, Circuit Judge:
The Multiemployer Pension Plan Amendments Act
(“MPPAA”), part of the Employee Retirement Income Security
Act of 1974’s (“ERISA”) legal framework, requires an
employer to pay “withdrawal liability” if it leaves a
multiemployer pension plan (“MPP”) under certain conditions.
29 U.S.C. §§ 1381, 1391; United Mine Workers of Am. 1974
3
Pension Plan v. Energy W. Mining Co., 39 F.4th 730, 733 (D.C.
Cir. 2022), cert. denied, 143 S. Ct. 1024 (2023). As the name
suggests, in an MPP, multiple employers make financial
contributions to the same trust fund for the purpose of
providing employee pensions. See 29 U.S.C. § 1002.
Withdrawal liability for employers withdrawing from
underfunded MPPs is the amount of money the employer owes
the plan. Calculating withdrawal liability requires an actuary to
project the plan’s future payments to pensioners. Germane to
any financial projection, “this requires making assumptions
about the future.” Energy W., 39 F.4th at 734. The MPPAA
requires the actuary to use “assumptions and methods which,
in the aggregate, are reasonable (taking into account the
experience of the plan and reasonable expectations) and which,
in combination, offer the actuary’s best estimate of anticipated
experience under the plan.” 29 U.S.C. § 1393(a)(1).
M&K Employee Solutions, LLC – Alsip (“Alsip”), M&K
Employee Solutions, LLC – Joliet (“Joliet”), and M&K
Employee Solutions, LLC – Summit (“Summit”) (collectively
“M&K”) and Ohio Magnetics, Inc. (“Ohio”) were formerly
contributing employers to the IAM National Pension Fund
(“the Fund”) and all withdrew during the 2018 plan year. The
Fund assessed withdrawal liability for each entity based on
actuarial assumptions by Cheiron, Inc. (“Cheiron”), an
actuarial consulting firm. Trustees for the Fund filed separate
suits against M&K and Ohio challenging arbitration awards in
favor of both employers’ withdrawal liability, as calculated by
Cheiron. In both instances, the district court vacated the
awards and remanded the case to the arbitrator for further
proceedings consistent with the district court’s findings. The
Fund appealed.
Because these cases involve the same Fund, are based on
a similar set of facts, and require this Court to address the same
legal question, we write a single opinion to address both cases.
4
The issue before us is whether an actuary may set actuarial
assumptions for a given measurement date after the
measurement date based on information that was available “as
of” the measurement date. 1 We answer affirmatively and
affirm both rulings of the district court.
I. BACKGROUND
The district court has provided an extensive explanation of
the complicated litigation and background of the relationship
between M&K, Ohio, and the Fund, as well as the
circumstances underlying the employers’ withdrawals. 2 See
Trs. of IAM Nat’l Pension Fund v. Ohio Magnetics, Inc., 656
F. Supp. 3d 112, 117–22 (D.D.C. 2023); Trs. of IAM Nat’l
Pension Fund v. M & K Emp. Sols., LLC, No. 1:21-CV-02152-
RCL, 2022 WL 4534998, at *1–6 (D.D.C. Sept. 28, 2022).
Additionally, this Court recently discussed ERISA, the
MPPAA, and the process of calculating withdrawal liability
using actuarial assumptions. See Energy W., 39 F.4th at 734–
38. Therefore, we present a truncated review of the overall
framework, followed by the background of the cases at hand.
Congress passed ERISA, 29 U.S.C. §§ 1001–1461, “[t]o
ensure that employees who were promised a pension would
1
The measurement date is the last day of the plan year preceding
the year during which the employer withdraws.
2
Trs. of IAM Nat’l Pension Fund v. M & K Emp. Sols., LLC, No.
20-cv-433 (RCL), 2021 WL 1546947 (D.D.C. Apr. 20, 2021) (“IAM
PI I”); Trs. of IAM Nat’l Pension Fund v. M & K Emp. Sols., LLC,
No. 20-cv-433 (RCL), 2021 WL 2291966 (D.D.C. June 4, 2021)
(“IAM PI II”), appeal dismissed, No. 21-7072, 2022 WL 2389289
(D.C. Cir. Jan. 19, 2022); Trs. of IAM Nat’l Pension Fund v. M & K
Emp. Sols., LLC, No. 20-cv-433 (RCL), 2022 WL 594539 (D.D.C.
Feb. 28, 2022) (“IAM PI III”).
5
actually receive it.” Energy W., 39 F.4th at 734. An MPP is
“maintained pursuant to a collective bargaining agreement
between multiple employers and a union.” Id.; 29 U.S.C.
§ 1002(37)(A) (defining MPPs). Unlike single-employer
pension plans, operated for the benefit of a single employer,
MPPs are designed to serve many different employers. These
employers operate “mostly in industries where there are
hundreds or thousands of small employers going in and out of
business and where the nexus of the employment relationship
is the union that represents employees who typically work for
many of those employers over the course of their career.”
Energy W., 39 F.4th at 734 n.1. Like single-employer plans,
MPPs must “meet minimum funding standards, which require
employers to contribute annually to the plan whatever is
needed to ensure it has enough assets to pay for the employees’
vested pension benefits when they retire.” Id. at 734; see
Milwaukee Brewery Workers’ Pension Plan v. Jos. Schlitz
Brewing Co., 513 U.S. 414, 416 (1995). As initially enacted,
ERISA served its purpose if a multiemployer plan was
financially stable; however, if a plan became financially
unstable, participants would be required to make large
contributions to meet minimum funding standards. Energy W.,
39 F.4th at 734. This incentivized employers to withdraw to
escape liability, “precipitating a death spiral for the plan.” Id.
(citing Milwaukee Brewery, 513 U.S. at 416–17).
Congress amended ERISA in 1980 to address these issues
with the passage of the MPPAA, codified at 29 U.S.C.
§§ 1381–1461. Now, if an employer withdraws from an
underfunded plan, the plan and its remaining employer
contributors remain obligated to provide the vested benefits of
all participants. To this end, the withdrawing contributor is
assessed a withdrawal liability equal to its proportional share
of unfunded pension benefits. The pension plan is responsible
for initially determining an employer’s withdrawal liability, as
calculated by the plan’s actuary. Id. § 1382(1). An actuary
6
must calculate withdrawal liability using assumptions “which,
in the aggregate, are reasonable (taking into account the
experience of the plan and reasonable expectations) and which,
in combination, offer the actuary’s best estimate of anticipated
experience under the plan.” 29 U.S.C. § 1393(a)(1).
ERISA and the MPPAA provide a process to adjudicate
disputes over withdrawal liability. If an employer wants to
contest the plan’s determination, it must first do so through
arbitration. Id. § 1401(a)(1). In those and all subsequent
proceedings, a plan’s determination of unfunded vested
benefits (“UVBs”) “is presumed correct unless a party
contesting the determination shows by a preponderance of
evidence that” either “(i) the actuarial assumptions and
methods used in the determination were, in the aggregate,
unreasonable (taking into account the experience of the plan
and reasonable expectations), or (ii) the plan’s actuary made a
significant error in applying the actuarial assumptions or
methods.” Id. § 1401(a)(3)(B). Following arbitration, any
party may seek “to enforce, vacate, or modify the arbitrator’s
award” in the district court. Id. § 1401(b)(2). The court must
apply a “presumption, rebuttable only by a clear preponderance
of the evidence, that the findings of fact made by the arbitrator
were correct.” Id. § 1401(c).
A. The Fund
The Fund at hand is an MPP that provides retirement
benefits to employees of employers who maintain collective
bargaining agreements with the International Association of
Machinists and Aerospace Workers, AFL-CIO (or with
affiliated local and district lodges). Ohio Magnetics, Inc., 656
F. Supp. 3d at 119. The Fund, governed by a trust agreement,
holds the plan’s assets. J.A. 19. The trust agreement provides
that the Fund’s fiscal and ERISA plan year correspond to the
calendar year, and that withdrawal liability shall be calculated
7
using the methodology set forth in 29 U.S.C. § 1393(b). 3 J.A.
20.
B. Plan Evaluation
In November 2017, Cheiron, the Fund’s actuary, valued
the Fund’s 2016 Plan Year UVBs at $448,099,164. J.A. 21.
To reach this result, it used a discount rate of 7.5%. J.A. 21.
On January 24, 2018, Cheiron met with the Fund’s Board
of Trustees to review assumptions and methods used in making
actuarial valuation calculations. 4 After that meeting, Cheiron
changed various methods and assumptions used to calculate
withdrawal liability for employers withdrawing from the Fund
during the 2018 Plan Year. J.A. 117–118. Cheiron selected a
discount rate 5 assumption of 6.5%, a decrease from the
3
29 U.S.C. § 1393(b) states: “Factors determinative of unfunded
vested benefits of plan for computing withdrawal liability of
employer[:] In determining the unfunded vested benefits of a plan
for purposes of determining an employer’s withdrawal liability under
this part, the plan actuary may—(1) rely on the most recent complete
actuarial valuation used for purposes of section 412 of Title 26 and
reasonable estimates for the interim years of the unfunded vested
benefits, and (2) in the absence of complete data, rely on the data
available or on data secured by a sampling which can reasonably be
expected to be representative of the status of the entire plan.”
4
The parties disagree as to what happened at this meeting and the
impact it had on the assumptions, but such considerations are not
before this Court. We need not speculate as there has not been proper
fact development.
5
Pertinent to this appeal, an actuary must also assume the rate
used to calculate the present value of the plan’s liabilities for future
benefit payments, which is known as the discount rate. In other
words, the discount rate is the rate at which the plan’s assets will earn
interest. The discount rate assumptions influence the plan’s
calculation of its UVBs because UVBs are the difference between
8
previous 7.5% discount rate from the 2016 Plan Year valuation,
and an administrative expense load of 4%. J.A. 118, 144.
Additionally, it changed the method used to value the Plan’s
assets. J.A. 118.
As the district court noted, Cheiron did not include any
assumption for the Fund’s future administrative expenses,
which are paid out of the Fund’s assets and therefore contribute
to the Plan’s UVBs. Ohio Magnetics, Inc., 656 F. Supp. 3d at
119. The 2018 decrease in the discount rate would result in
greater withdrawal liability for employers. Id. at 120.
C. M&K
For purposes of ERISA, M&K was considered a single
employer from October 1, 2012, through December 31, 2018.
M & K Emp. Sols., LLC, 2022 WL 4534998, at *3; see also
J.A. 459. The relevant plan year for M&K ran from January 1
through December 31. J.A 116. M&K had partially
withdrawn on March 31, 2017 (Joliet), and July 31, 2017
(Summit), and the Fund had therefore issued a partial
withdrawal assessment based on the withdrawals (using a
December 2016 measurement date). J.A. 24–25.
As discussed, Cheiron selected its new actuarial
assumptions in January 2018, and thereafter, M&K completely
withdrew during the 2018 plan year. J.A. 21–22. In April
2018, Cheiron calculated the Fund’s UVBs for the 2017 plan
year using those assumptions. J.A. 458–59. The Fund
subsequently eliminated the 2017 partial assessment and
merged the Joilet and Summit withdrawals into a complete
the present value of vested benefits and the current value of the plan’s
assets. When the discount rate assumption is revised downward, the
value of the UVBs increases, along with withdrawal liability for
departing employers, and vice versa.
9
2018 withdrawal liability assessment of $6,158,482. J.A. 24-
25.
M&K commenced arbitration challenging the Fund’s
assessment of its withdrawal liability. At arbitration, the issues
for resolution included: (1) whether it was a violation of
ERISA, as amended, for the discount rate to be changed after
the December 31, 2017, measurement date and (2) whether the
“free-look” exception, 6 29 U.S.C. § 1390(a), applies to M&K
and consequently requires a recalculation of its withdrawal
liability, M & K Emp. Sols., LLC, 2022 WL 4534998, at *4.
The arbitrator issued an award on July 13, 2021, concluding
that the Fund erred in its calculations by utilizing the January
2018 assumptions and methods instead of those in effect on
December 31, 2017, and denying M&K’s bid to invoke the
free-look exception for the withdrawal of Joliet and Summit.
Id. Both parties filed motions for reconsideration, which the
arbitrator denied. Id.
The Fund filed two lawsuits against M&K, but only one is
relevant to this appeal. 7 The Fund sought to confirm in part
6
The free-look exception allows an employer to withdraw from
a plan within a specified period after joining without incurring
withdrawal liability, thereby providing a “free look.” See 29 U.S.C.
§ 1390(a).
7
In one of the suits not before this Court, the Fund brought a suit
against M&K and other related Defendants to enjoin them from
paying the assessed withdrawal liability. Trs. of IAM Nat’l Pension
Fund v. M & K Emp. Sols., LLC, No. 1:20-CV-433 (RCL), 2022 WL
594539, at *1 (D.D.C. Feb. 28, 2022), reconsideration denied sub
nom. Trs. of IAM Nat’l Pension Fund v. M & K Emp. Sols., LLC, No.
1:20-CV-433-RCL, 2023 WL 6065013 (D.D.C. Sept. 18, 2023). As
the district court noted, under the MPPAA, employers “pay now,
dispute later,” means that they still have a duty to pay the calculated
withdrawal liability even as they challenge the underlying
10
and vacate in part the arbitrator’s award. 8 The district court
held that 29 U.S.C. §§ 1391, 1393(a)(1) are best “read to allow
later adoption of actuarial assumptions, so long as those
assumptions are ‘as of’ the measurement date—that is, the
assumptions must be based on the body of knowledge available
up to the measurement date.” M & K Emp. Sols., LLC, 2022
WL 4534998, at *19. Moreover, the district court held that
M&K was entitled to the free-look exception because “it had
(1) a ‘complete or partial withdrawal’ and (2) ‘an obligation to
contribute to the plan for no more than’ five years.” Id. at 20
(citing 29 U.S.C. § 1390(a)). The Fund appealed and M&K
cross-appealed. J.A. 557.
D. Ohio
Ohio was a party to a collective bargaining agreement
requiring it to contribute to the Fund. 9 J.A. 119. Ohio
calculations. Id. This rule is meant to protect the solvency of an
MPP during a potentially lengthy arbitration. Id. That case’s
complicated procedural history, and this Court’s several injunctions,
are distinct from the present dispute.
8
The Fund asked the district court to vacate the portion of the
award requiring it to assess withdrawal liability based on the methods
and assumptions in effect on December 31, 2017, and affirm the
portion rejecting M&K’s bid to use the free-look exception. See M
& K Emp. Sols., LLC, 2022 WL 4534998, at *5.
9
This dispute also involved two other companies, Toyota
Logistics Services, Inc. (“Toyota”), and Phillips Liquidating Trust
(“Phillips”), which both withdrew from the Fund and were assessed
withdrawal liability using the actuarial assumptions from the January
2018 Trustees meeting. Each company initiated its own arbitration
proceedings, and each was similarly decided. In addition to filing a
lawsuit against Ohio, the Fund also initiated suits against Toyota and
Phillips seeking to vacate the arbitration award. All of the parties
counterclaimed, and the suits were consolidated. See Ohio
Magnetics, Inc., 656 F. Supp. 3d at 116, 120–22.
11
withdrew from the Fund as of June 30, 2018. J.A. 120. As
with M&K, the Fund’s plan year runs from January 1 to
December 31. J.A. 116. The Fund assessed Ohio with
$447,475 in withdrawal liability using the assumptions adopted
in the January 24, 2018, meeting and contained in the 2017
Plan Year valuation: a 6.5% withdrawal liability discount rate
and a 3.5% expense load. Ohio Magnetics, Inc., 656 F. Supp.
3d at 120. The Fund later denied Ohio’s request to review its
withdrawal liability assessment. Id. at 121. Ohio then initiated
arbitration to decide when an actuary’s assumptions must be
adopted. Id. The crux of the issue before the arbitrator was
whether it is “permissible for the Fund to assess withdrawal
liability for the Companies, which withdrew in 2018, based on
actuarial assumptions adopted in January 2018, or was Cheiron
required as a matter of law to use assumptions that had been
adopted prior to December 31, 2017?” Id. The arbitrator,
relying on National Retirement Fund on Behalf of Legacy Plan
of National Retirement Fund v. Metz Culinary Management,
Inc., 946 F.3d 146 (2d Cir. 2020), concluded that Cheiron erred
in basing its withdrawal liability calculations on assumptions
adopted after December 31, 2017. Ohio Magnetics, Inc., 656
F. Supp. 3d at 121. The Fund appealed, and Ohio
counterclaimed to enforce the arbitration award. Id. at 122.
The district court held that an actuary could set employer
withdrawal liability assumptions after the year-end
measurement date, but only based on information available as
of that date. Id. at 136–37. In doing so, the district court
granted the Fund’s motion, vacated the arbitration award, and
remanded the issue to the arbitrator.
II. ANALYSIS
A. Standard of Review
This Court reviews “the district court’s grant of summary
judgment de novo, which means, in essence, we are reviewing
the arbitrator’s decision.” Energy W., 39 F.4th at 737. We
12
presume the arbitrator’s findings of fact are correct unless
rebutted “by a clear preponderance of the evidence.” 29 U.S.C.
§ 1401(c). We review the arbitrator’s legal determinations de
novo. Energy W., 39 F.4th at 737 (citing I.A.M. Nat’l Pension
Fund Benefit Plan C v. Stockton TRI Indus., 727 F.2d 1204,
1207 n.7 (D.C. Cir. 1984)).
B. Actuarial Assumptions
The district courts correctly found that the arbitrator erred
in concluding that an actuary must use “the assumptions and
methods in effect” on the relevant measurement date when
calculating withdrawal liability.
An employer withdrawing from an MPP will be assessed
withdrawal liability equal to its proportionate share of the
plan’s UVBs, i.e., the present value of its liabilities minus the
current value of its assets. See 29 U.S.C. § 1391(b). The
employer’s withdrawal liability is calculated based on the
plan’s UVBs “as of” the measurement date. See id.
§ 1391(b)(2)(E)(i) (“An employer’s proportional share of the
unamortized amount of a change in unfunded vested benefits is
the product of … the unamortized amount of such change (as
of the end of the plan year preceding the plan year in which the
employer withdraws); multiplied by [the fraction of that
amount attributable to the employer.]”).
When adopting actuarial assumptions, an actuary may
base their assumption on information after the measurement
date “so long as those assumptions are ‘as of’ the measurement
date — that is, the assumptions must be based on the body of
knowledge available up to the measurement date.” M & K
Emp. Sols., 2022 WL 4534998, at *19. As the district court
noted, this rule “best complies with Congress’ dual directives
that unfunded vested benefits be determined ‘as of’ the
measurement date and that actuarial assumptions be generated
13
by ‘taking into account the experience of the plan and
reasonable expectations’ such that they ‘offer the actuary’s best
estimate of anticipated experience.’” M & K Emp. Sols., 2022
WL 4534998, at *19 (quoting 29 U.S.C. §§ 1391, 1393(a)(1)).
This aligns the calculation of the plan’s experience, reasonable
expectations, and the best estimate of anticipated experience
“as of” the measurement date, rather than the date of the
calculation. It would be contrary to 29 U.S.C. § 1393(a)(1)’s
requirement that an actuary use its “best estimate” of the plan’s
anticipated experience as of the measurement date to require an
actuary to determine what assumptions to use before the close
of business on the measurement date. See 29 U.S.C.
§ 1393(a)(1). As Judge Lamberth recognized in M & K
Employee Solutions, the value of UVBs “as of” the
measurement date constitutes a snapshot of the information
available “as of” that date. 2022 WL 4534998, at *15.
Moreover, § 1393(a)(1) directs plan actuaries to use
assumptions that “are reasonable (taking into account the
experience of the plan and reasonable expectations) and which,
in combination, offer the actuary’s best estimate of anticipated
experience under the plan….” 29 U.S.C. § 1393(a)(1).
The arbitrator, Ohio, and M&K place considerable weight
on the Second Circuit’s decision in Metz. As the district court
correctly concluded, Metz is “neither controlling in this
jurisdiction nor persuasive.” Ohio Magnetics, Inc., 656 F.
Supp. 3d at 131; see also M & K Emp. Sols., 2022 WL
4534998, at *17. We need not rehash what the district court
correctly analyzed, but the main point is that Metz’s reasoning
is counter to the text of the MPPAA, which protects MPPs and
their beneficiaries. See 29 U.S.C. § 1001a(c) (“It is hereby
declared to be the policy of this Act … to alleviate certain
problems which tend to discourage the maintenance and
growth of [MPPs], … to provide reasonable protection for the
interests of participants and beneficiaries of financially
distressed [MPPs], and … to provide a financially self-
14
sufficient program for the guarantee of employee benefits
under [MPPs].”). Moreover, the parallels that Metz draws
between 29 U.S.C. § 1393 and § 1394 10 are attenuated given
that § 1394 does not discuss actuarial assumptions, and § 1393,
the actual provision concerning actuarial assumptions, contains
no such limitations. M & K Emp. Sols., 2022 WL 4534998, at
*18 (“The presence of an anti-retroactivity provision in the
section dealing with plan rules and amendments, and the
absence of one in the section dealing with actuarial
assumptions, suggests that anti-retroactivity was purposefully
omitted in the latter.”). “In sum, the MPPAA’s text reflects a
balance struck by Congress between the competing
considerations of actuarial flexibility and fairness to
employers, and it is not for this Court to rewrite that legislative
balance.” Ohio Magnetics, Inc., 656 F. Supp. 3d at 135.
C. Free-Look Exception
Specific to M&K, the district court correctly concluded
that the arbitrator erred as a matter of law in determining that
M&K was not entitled to the free-look exception. If a plan
elects to allow a free-look exception, an employer may
contribute to a plan for an initial specified period and then
subsequently withdraw without incurring liability. See 29
U.S.C. § 1390. Specifically, among other statutory
requirements that the parties agree are satisfied here, “[a]n
employer … is not liable to the plan” if the employer (1)
“withdraws from a plan in complete or partial withdrawal” and
(2) “had an obligation to contribute to the plan for no more than
… the number of years required for vesting under the plan.”
See id. § 1390(a); M & K Emp. Sols., LLC, 2022 WL 4534998,
at *20. The Fund elected to allow the free-look exception and
10
29 U.S.C. § 1394 expressly limits retroactivity for changes to
plan rules and amendments.
15
set the specified period to vest at five years. M & K Emp. Sols.,
LLC, 2022 WL 4534998, at *20.
As discussed, Cheiron selected its new actuarial
assumptions in January 2018, and thereafter, M&K completely
withdrew during the 2018 plan year. J.A. 21–22. In April
2018, Cheiron calculated the Fund’s UVBs for the 2017 plan
year using those assumptions. J.A. 458–59. The Fund
subsequently eliminated the 2017 partial assessment and
merged the Joliet and Summit withdrawals into a complete
2018 withdrawal liability assessment of $6,158,482. J.A. 24–
25.
M&K partially withdrew in March 2017 and July 2017.
Id. Joliet ended its obligation to the Fund in March when its
representation was decertified. Id. Moreover, Summit ceased
its obligation in July when it negotiated a new collective
bargaining agreement. Id. These actions triggered M&K’s
partial withdrawal during the 2017 plan year. See 29 U.S.C.
§ 1390(a)(2), (b)(2). 11 The parties previously agreed that
M&K had an obligation of fewer than five years at the time that
Joliet and Summit withdrew from the Fund. 12 See M & K Emp.
11
The district court also noted that the arbitrator concluded that
M&K had a “partial withdrawal by its Joliet and Summit facilities.”
M & K Emp. Sols., LLC, 2022 WL 4534998, at *20 (citation
omitted).
12
The arbitrator came to the contrary conclusion, relying on South
City Motors, Inc. v. Automotive Industries Pension Trust Fund, No.
17-cv-04475, 2018 WL 2387854 (N.D. Cal. May 25, 2018), aff’d 796
F. App’x 393 (9th Cir. 2020). It is neither binding in our Circuit nor
persuasive considering this specific set of facts. See M & K Emp.
Sols., LLC, 2022 WL 4534998, at *21 (“And, unlike the single
employer in South City Motors, the single employer M&K did meet
the requirements to invoke a ‘free look’ at the time of its partial
withdrawal. M&K had a partial withdrawal, with an obligation to
16
Sols., LLC, 2022 WL 4534998, at *20. Thus, M&K’s partial
withdrawal met the free-look exception requirements.
*****
For the reasons set forth above, we affirm the judgments
of the district court.
So ordered.
IAM of no more than five years, and therefore the Arbitrator erred
by denying it the exception.”). This case is unlike South City Motors,
where the single employer did not meet the requirements to invoke a
“free look” at the time of its partial withdrawal. See S. City Motors,
796 F. App’x at 395–96.