Citations
- 153 F. Supp. 3d 1217
Full opinion text
ORDER REGARDING DEFENDANTS’ MOTIONS FOR SUMMARY JUDGMENT AND A PROTECTIVE ORDER
(ECF Nos. 87, 88)
Michael J. Seng, UNITED STATES MAGISTRATE JUDGE
I. INTRODUCTION
Plaintiffs Irigaray Dairy (“Irigaray”), Charles Van Der Kooi Dairy (“Van Der Kooi”), Henry Jongsma & Son Dairy (“Jongsma”), and Cow-West North Star Dairy (“Cow-West”) (collectively “Plaintiffs”) are four family-owned cattle dairies. Each participated in an employee pension plan made available through Defendant Dairy Employees Union Local No. 17 Christian Labor Association of the United States of America Pension Trust. When Plaintiffs withdrew from participation in the plan, Defendants undertook to assess against them “withdrawal liability,” the portion of the Pension Fund’s unfunded vested benefits resulting from Plaintiffs’ withdrawal from the plan. Plaintiffs brought this declaratory relief action asking the Court to determine whether the above Defendant and Defendant Board of Trustees of the Dairy Employees Union Local No. 17 Christian Labor Association of the United States of America Pension Trust (the “Board”) (jointly, the “Pension Fund”) should be allowed to assess that withdrawal liability.
Plaintiffs seek a judgment declaring that they are not liable under the Employees Retirement Income Security Act (“ERISA”) for withdrawal liability under 29 U.S.C. § 1381. They make two primary contentions why they are not liable: (1) the Christian Labor Association (“CLA”) Union was not certified pursuant to an Agricultural Labor Relations Board (“ALRB”) election as required under California law, and (2) the alleged misconduct and mismanagement of the Pension Fund precludes liability.
More specifically, Plaintiffs seek a declaration that (1) “Plaintiffs have no legal obligation to make withdrawal liability payments to Defendants;” (2) “ that Plaintiffs are not legally bound by Defendants’ unconscionable Trust Agreement arbitration clause;” and (3) for restitution of “the monies Plaintiffs paid directly to Plaintiffs’ employees, instead of allowing Defendants to use the money for illegal union activities and pension fund mismanagement.” (Third Amended Complaint [“TAC”], ECF No. 71 at 14.) In addition to the declaratory relief claim, Plaintiffs present two additional claims for restitution and for Unfair Business Practices under California Law. See Cal. Bus. & Prof. Code § 17200. (Id.)
Plaintiffs filed the initial complaint in this action on July 18, 2013. (ECF No. 1.) Defendants moved to dismiss the complaint on August 19, 2013. (ECF No. 6.) On February 10, 2014, the Court granted the motion to dismiss but provided Plaintiffs leave to amend. (ECF No. 14.) The Court noted that the deficiency in the complaint warranting dismissal was “primarily one of failure to allege a sufficient factual context to allow a determination of rights.” (Id. at 9.) Plaintiffs filed a first amended complaint, and Defendants again sought to dismiss the complaint. (ECF Nos. 15-16.) During the pendency of the motion to dismiss, Plaintiffs moved to file a second amended complaint. (ECF No. 26.) On September 2, 2014, the Court granted the second motion to dismiss finding both the first amended and proposed second amended complaint insufficient, but provided leave to amend to file another complaint. (ECF No. 57.) The Court noted in the motion to dismiss:
Again, Plaintiffs’ [Second Amended Complaint] falls far short of alleging facts to make the required legal and equitable showings. Given Plaintiffs’ reticence to add the specific facts to their [First Amended Complaint] that the court stated were missing from the original complaint, the court has reason to doubt that Plaintiffs are able to state a sufficient case for being freed from liability for withdrawal payments under ERISA. Nonetheless, in an abundance of caution the court will grant one additional opportunity for Plaintiffs to file a sufficient complaint.
(Id. at 17.) Plaintiffs filed its second amended complaint on September 22, 2014. (ECF No. 59.) Defendants filed a third motion to dismiss on October 6, 2014. (ECF No. 60.) On March 4, 2015, the Court granted the third motion to dismiss. (ECF No. 69.) The Court explained that it appeared that the matter was not capable of resolution by way of a motion to dismiss:
The court is of the opinion that Plaintiffs are not going to allege facts that allow for adequate analysis of their claims in any future complaints because they have not done so to date. ... It is this court’s opinion that the only way there will be sufficient information before this court to permit any dispositive analysis of the Parties’ rights and obligations will be if the court is free to consider competent evidence outside the [Second Amended Complaint] or any further amendment thereof and Defendants are similarly free to raise any and all relevant defenses to Plaintiffs’ claims. The court, it is anticipated, will also cease unnecessarily expending time and resources on ambiguously pled claims and insufficient motions to dismiss.
(Id. at 9-10.)
On March 11, 2015, Plaintiffs filed the TAC — the operative complaint in this matter. Defendants filed an answer and counterclaim on March 25, 2015. (ECF No. 75.) At that time, the parties consented to Magistrate Judge jurisdiction, and the matter was reassigned to the undersigned, United States Magistrate Judge Michael Seng, on April 16, 2015. (ECF No. 79.)
Defendants filed the instant motion for summary judgment on July 17, 2015. (Mot. for Summ. J. [“MSJ”], ECF No. 88.) Plaintiffs filed an opposition to the MSJ on July 31, 2015, and Defendants filed a reply on August 7, 2015. (Opp’n, ECF No. 93; Reply, ECF No. 100.)
Defendants also filed motion for a protective order to prevent Plaintiffs from engaging in further discovery. (Mot. for Protective Order, ECF No. 87.) Plaintiffs filed an opposition to the motion on July 31, 2015, and Defendants filed a reply on August 7, 2015. (Opp’n, ECF No. 92; Reply, ECF No. 102.) The Court deemed the matters submitted without oral argument on August 10, 2015. (ECF No. 104) The motions stand ready for adjudication.
II. LEGAL FRAMEWORK OF CLAIMS AND FACTUAL BACKGROUND
A. MPPAA and Withdrawal Liability
The core issue in this case is whether Plaintiffs are liable for withdrawal liability under the Multiemployer Pension Plan
Amendments Act of 1980 (“MPPAA”). In order to establish whether withdrawal liability may be owed, the MPPAA provides that:
“an employer [that] withdraws from a multiemployer plan in a complete withdrawal or a partial, withdrawal... is liable to the plan in the amount determined under this part to be the withdrawal liability." 29 U.S.C. § 1381(a). A complete withdrawal occurs when an employer “permanently ceases to have an obligation to contribute under the plan, or .. .permanently ceases all covered operations under the plan.”
29 U.S.C. § 1383.
“Congress enacted the MPPAA to protect the financial solvency of multiemployer pension plans.” Bay Area Laundry & Dry Cleaning Pension Trust Fund v. Ferbar Corp., 522 U.S. 192, 196, 118 S.Ct. 542, 139 L.Ed.2d 553 (1997). The following overview of withdrawal liability under the MPPAA is provided as a framework for evaluation of the competing claims in this case:
MPPAA helps solve a problem that became apparent after Congress enacted the Employee Retirement Income Security Act of 1974 (ERISA), 88 Stat. 829, 29 U.S.C. § 1001 et seq. ERISA helped assure private-sector workers that they would receive the pensions that their employers had promised them. See, e. g., Concrete Pipe & Products of Cal., Inc. v. Construction Laborers Pension Trust for Southern Cal., 508 U.S. 602, 605-609, 113 S.Ct. 2264, 124 L.Ed.2d 539 (1993). To do so, among other things, ERISA required employers to make eontributions that would produce pension plan assets sufficient to meet future vested pension liabilities; it mandated termination insurance to protect workers against a plan’s bankruptcy; and, if a plan became insolvent, it held any employer who had withdrawn from the plan during the previous five years liable for a fair share of the plan’s underfunding. See 26 U.S.C. § 412 (minimum funding standards); 29 U.S.C. § 1082 (same); 29 U.S.C. § 1301 et seq. (termination insurance); 29 U.S.C. § 1364 (withdrawal liability).
Unfortunately, this scheme encouraged an employer to withdraw from a financially shaky plan and risk paying its share if the plan later became insolvent, rather than to remain and (if others withdrew) risk having to bear alone the entire cost of keeping the shaky plan afloat. Consequently, a plan’s financial troubles could trigger a stampede for the exit doors, thereby ensuring the plan’s demise. See Connolly v. Pension Benefit Guaranty Corporation, 475 U.S. 211, 216, 106 S.Ct. 1018, 89 L.Ed.2d 166 (1986); Pension Benefit Guaranty Corporation v. R.A. Gray & Co., 467 U.S. 717, 722-723, n. 2, 104 S.Ct. 2709, 81 L.Ed.2d 601 (1984); see also 29 U.S.C. § 1001a(a)(4); H. R. Rep. No. 96-869, pt. 1, pp. 54-55 (1980); D." McGill & D. Grubbs, Fundamentals of Private Pensions 618-619 (6th ed. 1989). MPPAA helped eliminate this problem by changing the strategic considerations. It transformed what was only a risk (that a withdrawing employer would have to pay a fair share of underfunding) into a certainty. That is to say, it imposed a withdrawal charge on all employers withdrawing from an underfunded plan (whether or not the plan later became insolvent). And, it set forth a detailed set of rules for determining, and collecting, that change.
Milwaukee Brewery Workers’ Pension Plan v. Jos. Schlitz Brewing Co., 513 U.S. 414, 416-417, 115 S.Ct. 981, 130 L.Ed.2d 932 (1995).
“When an employer withdraws from a plan, the plan remains liable to the employees who have vested pension rights, though it no longer can look to the employer to contribute additional funds to cover these obligations.” Carpenters Pension Trust Fund v. Moxley, 734 F.3d 864, 869-870 (9th Cir.2013) (citing Chi. Truck Drivers, Helpers & Warehouse Workers Union (Indep.) Pension Fund v. CPC Logistics, Inc., 698 F.3d 346, 347-49 (7th Cir.2012)). “Even when, upon an employer’s withdrawal, that employer and every other participating employer has made every contribution, that ERISA required of them, the plan may nonetheless be underfunded, resulting in withdrawal liability for the departing employer.” Id. at 869-70 (citing In re CD Realty Partners, 205 B.R. 651, 658 n. 8 (Bankr.D.Mass.1997)). “Withdrawal liability is imposed by ERISA to account for the pension fund’s needs going forward, and therefore is distinct from the contributions required to be made by the plan agreements.” Id.
When disputes arise over withdrawal liability under the MPPAA they are to be resolved through arbitration. 29 U.S.C. § 1401(a)(1). See Board of Trustees of the Constr. Laborers’ Pension Trust v. M.M. Sundt Constr. Co., 37 F.3d 1419, 1420 (9th Cir.1994). The arbitration clause is riot a jurisdictional prerequisite to federal court review, but it is a requirement for exhaustion of administrative remedies. Id. Disputed matters “concerning a determination” of withdrawal liability “between an employer and the plan sponsor,” must be dismissed by the court for failure to exhaust arbitration requirements under 29 U.S.C. § 1401(a)(1). Id. at 1420.
The MPPAA amends ERISA, and the preemptive power of ERISA applies to actions under the MPPAA. ERISA’s purpose. is to provide “a uniform regulatory regime over employee benefit plans,” and “includes expansive, pre-emption provisions ... which are intended to ensure that employee benefit plan regulation would be exclusively a federal concern.” Aetna Health Inc. v. Davila, 542 U.S. 200, 208, 124 S.Ct. 2488, 159 L.Ed.2d 312 (2004) (internal citations omitted). “Therefore, any state-law cause of action that duplicates, supplements, or supplants the ERISA civil enforcement remedy conflicts with the. clear congressional intent to make the ERISA remedy exclusive and is therefore pre-empted.” Aetna Health, 542 U.S. at 209, 124 S.Ct. 2488.
B. Factual Background
The available factual information is relatively sparse. Plaintiffs are family run dairies with their principal places of business in California. (See FAC at ¶ 3.) Plaintiffs contend that they never signed any binding agreements, including collective bargaining agreements, with the CLA Union or the Pension Fund. (Id. at ¶ 8.) Plaintiffs Irigaray and North Star admit that they signed agreements, but claim that they unknowingly signed “after-the-fact, illegal and void” collective bargaining agreements shortly before withdrawing from making contributions to the Pension Fund. Plaintiffs Jongsma and Van Der Kooi claim that they never signed any agreements binding them to make contributions to Defendants. (Id.) Regardléss, all the Plaintiffs admit that for decades. they made contributions to Defendants for the benefit of their employees, and that Defendants accepted the contribution payments. (FAC at ¶ 8; Statement of Undisputed Facts, ECF No. 94 at ¶ 6.)
In March 2013, Defendants asserted a claim against Plaintiffs for withdrawal liability based on their failure to continue to contribute to the Pension Fund. (Kirchner Decl., ¶ 8.) In response, Plaintiffs initiated arbitration to challenge various aspects of the withdrawal liability claims. (Kirchner Decl., ¶ 8; Statement of Undisputed Facts, ECF No. 94 at ¶ 6.) The arbitration proceeding has been held in abeyance during the pendency of this proceeding. (Id.)
Plaintiffs dispute the six statements of fact set forth by Defendants. (Statement of Undisputed Facts, ECF No. 94.):
Defendants assert, first, that the Pension Fund is a plan under ERISA and the MPPAA. (Id. at ¶ 1.) Plaintiffs dispute this claim and contend that since Defendants were operating illegally, they did not constitute a valid plan. (Id.)
Defendants next assert that Plaintiffs are employers under ERISA. (Id. at ¶ 2.) Plaintiffs claim they are not employers because ALRB elections never occurred at the dairies, and that Defendants have not established that Plaintiffs are bound as successor dairies to union contracts. (Id.)
Next, Defendants state that Plaintiffs were required to make contributions based on the Master Labor Agreements with the CLA Union. (Id. at ¶ 3.) Plaintiffs dispute the fact, again asserting that no ALRB election was held, that the labor agreements violated California labor law, and that with respect to Defendant Irigaray, he did not read or speak English or remember signing the agreement. (Id.)
As fact number four, Defendants contend that Plaintiffs, did, in fact, make contributions to the Pension Fund on behalf of their employees. (Id. at ¶ 4.) Plaintiffs dispute that they made contributions on behalf of all of their employees, but admit that they made contributions on behalf of some of them. (Id.)
Defendants contend, as fact five, that over the last fifteen years, around 50 employers participated in the Pension Fund, and at least a dozen employers are still participating in the Pension Fund. (Id. at ¶ 5.) Plaintiffs argue the fact is not relevant to the action. (Id.)
Finally, Defendants contend that Plaintiffs initiated arbitration. (Id. at ¶ 6.) Plaintiffs object that fact also is irrelevant because the arbitration matter has been stayed during the pendency of this litigation. (Id.)
The Court will address relevant factual disputes as it addresses the merits of this motion.
III. LEGAL STANDARD
Any party may move for summary judgment, and the Court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a); Wash. Mut. Inc. v. United States, 636 F.3d 1207, 1216 (9th Cir.2011). Each party’s position, whether it be that a fact is disputed or undisputed, must be supported by (1) citing to particular parts of materials in the record, including but not limited to depositions, documents, declarations, or discovery; or (2) showing that the materials cited do not establish the presence or absence of a genuine dispute or that the opposing party cannot produce admissible evidence to support the fact. Fed R. Civ. P. 56(c)(1). The Court may consider other materials in the record not cited to by the parties, but it is not required to do so. Fed. R. Civ. P. 56(c)(3); Carmen v. San Francisco Unified Sch. Dist., 237 F.3d 1026, 1031 (9th Cir.2001).
Plaintiff bears the burden of proof at trial, and to prevail on summary judgment, he must affirmatively demonstrate that no reasonable trier of fact could find other than for him. Soremekun v. Thrifty Payless, Inc., 509 F.3d 978, 984 (9th Cir.2007). Defendants do not bear the burden of proof at trial and, in moving for summary judgment, they need only prove an absence of evidence to support Plaintiffs case. In re Oracle Corp. Securities Litigation, 627 F.3d 376, 387 (9th Cir.2010).
In judging the evidence at the summary judgment stage, the Court may not make credibility determinations or weigh conflicting evidence, Soremekun, 509 F.3d at 984, and it must draw all inferences in the light most favorable to the nonmoving party and determine whether a genuine issue of material fact precludes entry of judgment. Comite de Jornaleros de Redondo Beach v. City of Redondo Beach, 657 F.3d 936, 942 (9th Cir.2011).
IV. EVIDENCE PROVIDED AND OBJECTIONS THERETO
The parties have provided copies of the following described evidence in support of and opposition to the motion for summary judgment:
A. Defense Evidence
1. Depositions of the owners of three of the four Plaintiff dairies — Henry Jongsma, Jean Antoine Irigaray, and Charles Van Der Kooi (Kirchner Decl., Exs. A-C);
2. Relevant orders from a related case (Kirchner Decl.k, Exs. D-F);
3. The 2009 trust agreement of the CLA ; Union (“Trust Agreement”) (Kirchner Decl., Ex. G);
4. Master Labor Agreements between the CLA Union and the Defendants (Marquez Decl., Exs. A-D);
5. A May 1977 petition for certification and tally of ballots electing the CLA Union to represent all employees of the Harold Jongsma Dairy (Marquez Decl., Ex. E);
6. A May 1977 petition for certification and tally of ballots electing the CLA Union to represent all employees of the Kooi Holstein Dairy (Marquez Decl., Ex. F); and
7. An authorization dated March 31, 1977 by Harold Jongsma providing authority to the Producer Bargaining Committee to represent his dairy in labor relation matters.
B. Plaintiffs’ Evidence
1. The July 21, 2015 decision of the arbitrator denying a motion to stay the arbitration matter pending a decision of the court (Weiland Deck, Ex. A);
2. Depositions of owners and agents of Defendants (Weiland Decl., Exs. BF); and-
3. Depositions of two of the trustees of the Pension Fund — Ascención Marquez and Daryl Koops (Sagaser Decl., Exs. A-B).
Despite the volume of evidence provided, neither side refers to much of it specifically in support of its positions on the facts relevant to this motion. Rather than independently review all the evidence, the Court will address the objections to that which it deems necessary to resolution of this motion for summary judgment.
C. Plaintiffs Objections
Plaintiffs present multiple evidentiary objections to each of the documents presented by Defendants. The objections in effect argue the ultimate issue in this case. They claim that the documents reflect agreements which are not binding on Plaintiffs and which therefor are irrelevant or .otherwise inadmissible. The objections verge on frivolousness and are, in any event, overruled as set forth below:
1. Trust Agreement
Plaintiffs object to the Trust Agreement based on hearsay, lack of personal knowledge, lack of foundation, improper opinion, improper legal conclusion, and improper speculation. (ECF No. 95 at 4-5.) Plaintiffs do not elaborate on their objections.
Attorney Kirchner, counsel for the Pension Fund, declares under penalty of perjury that the she has presented a true and correct copy of the Trust Agreement from her law firm’s client file maintained by the firm in the course of its regularly conducted business activities. (Kirchner Decl. at ¶ 9, ex. G.) The Trust Agreement is a comprehensive 115 page document detailing the operation and management of the Pension Fund. (Id.) It discusses topics including eligibility for participation in the Plan, payments to be provided upon retirement or early retirement, form of payment of benefits, obligations to contribute to the Plan by Employers, administration of the Plan by the trustees, determination and collection of withdrawal liability, and amendments and termination of the Plan. (Id.)
Kirchner’s statements in her declaration establish personal knowledge sufficient to establish a foundation necessary to present the document in question. Fed. R. Evid. 602.
Plaintiffs also contend that the Agreement‘is hearsay. Hearsay is “a statement other than -one made by the declarant while testifying at the trial of hearing, offered, in evidence to prove the truth of the matter asserted.” Fed. R. Evid. 801(c). But “out-of-court statements that are offered as evidence of legally operative verbal conduct are not hearsay.” United States v. Pang, 362 F.3d 1187, 1192 (9th Cir.2004). The Trust Agreement is an operative document, or “verbal act.” Operative documents include contacts, commercial paper, and negotiable instruments. They are not hearsay, and therefore need not fall under an exception to hearsay in order to be admitted into evidence. Pang, 362 F.3d at 1192. The Trust Agreement, while an out of court statement, evidences legally operative conduct, namely the operation and management of the Pension Plan.
The Court finds no basis for Plaintiffs objection to the Agreement based on improper opinion, legal conclusion, or speculation.
Plaintiffs’ objections are overruled. The Court will consider the Trust Agreement as relevant evidence of what it purports to represent — a detailed description of the terms of the plan at issue in this case.
2. Master Labor Agreements between the CLA Union and Plaintiffs
Plaintiffs object to the Master Labor Agreements on the same grounds they raised in opposition to the Trust Agreement — hearsay, lack of personal knowledge, lack of foundation, improper opinion, improper legal conclusion, and improper speculation. (See generally, Decl. of Ascencion Marquez, ECF No. 88-11, Exs. A-D; ECF No. 95 at 2-3.) The objections are overruled for the same reasons they were overruled in connection with the Trust Agreement.
Marquez states in his declaration that he has been a Trustee for the Pension Fund and the president of the CLA Union for many years. (Marquez Decl., ¶ 1.) He is familiar with the business records and record-keeping practices of the CLA Union and the Pension Fund. (Id. at ¶ 2.) He avers that the Master Labor Agreements are maintained in the Pension Fund’s files in the course of its normal and regular business practices. (Id. at ¶¶ 3-6.)
Marquez has established he has personal knowledge as a longstanding trustee of the Petition Fund to establish the foundation to present the documents in question. Fed. R. Evid. 602. The agreements are contracts, not hearsay, and do not need to fall under an exception to hearsay in order to be admitted into evidence. Pang, 362 F.3d at 1192. The objections for opinion, legal conclusion, and speculation are also overruled. Marquez did not present any opinions, legal conclusions, or speculative statements. He laid a foundation based on his personal knowledge regarding the documents being kept in Pension Fund’s files as a normal and regular business practice. He presents no interpretation of the agreements. They are what they say they are, subject to Plaintiffs right to try to show otherwise. Plaintiffs’ objections are without merit.
3. Jongsma Agreement
Plaintiffs specifically object to the Master Labor Agreement with Jongsma & Sons Dairy on the additional grounds that it is vague and ambiguous because it is an agreement with “Jongsma & Sons Dairy,” not “Henry Jongsma & Sons Dairy,” the actual party to the action. (ECF No. 95 at 2.)
The Court lacks evidence to enable it to determine if the dairies are separate entities or one in the same. Nevertheless, whether the agreement is binding on Defendant Jongsma is a legal and factual issue,' not an issue of admissibility. The agreement is admissible as evidence of a purported labor agreement between the CLA Union arid an employer seemingly related to Defendant. Jongsma and perhaps, depending on what the evidence ultimately shows, with that Defendant specifically.
D. Defendants Objections
Defendants also object to the evidence presented by Plaintiffs.
1. Wieland Declaration.
Defendants object to the declaration of Attorney Wieland relating to whether questions of standing are to be addressed by the Court or at arbitration. (ECF No. 101.) The objections are sustained. Questions of standing are matters of law, and no factual evidence is here needed by the Court to address that issue.
2. Hank Jongsma Testimony
Defendants object to Hank Jongs-ma’s testimony that his father told him they contributed to the Pension Fund only because union employees would not pick up their milk if they did not. (Wieland Decl., ECF No. 96, Ex. B.) The statement is hearsay and, as to what union employees allegedly said, hearsay on hearsay, all apparently presented for the truth of the matter asserted. The objection is sustained.
3. Darin Ferreira’s testimony
Defendants’ objections to Darin Ferreira’s testimony are granted in part and denied in part. (Wieland Decl., ECF No. 96, Ex. C.) His testimony that the CLA Union and the Pension Fund have been comingling funds, absent further foundation, is impermissiblé speculation or, perhaps, unqualified opinion testimony. However, his statements that he mailed checks to the union and to the Pension Fund at the same address is based on his personal knowledge; Defendants’ objection to that testimony is overruled.
4. Jean Irigaray’s Testimony
Defendants object to Jean Irigaray’s testimony on the grounds that he does not read or write in English. Even if true, illiteracy does not foreclose one having the written word read and adopted. The objection is overruled. (Wieland Decl., ECF No. 96, Ex. D.)
5. Other Objections
The remaining objections by Defendants claim Plaintiffs’ declarations are vague and ambiguous since Plaintiffs have not referred in their motion papers to specific testimony from the declarations. The Court need not address these objections. The Court will rely only on the evidence cited by the parties. See Fed. R. Civ. P. 56(c). It will not unilaterally review hundreds of pages of deposition transcripts to see if they might contain information relevant to this motion. While a Court may consider uncited materials, it has no obligation to do so. Id. at 56(c)(3); Stanislaus Food Prods. Co. v. USS-POSCO Indus., 803 F.3d 1084 (9th Cir.2015) (“[Cjourts need not examine the entire file for evidence establishing a genuine issue of fact, where the evidence is not set forth with adequate references so that it could conveniently be found.”) (internal citation omitted).
V. ANALYSIS
At the outset, the Court must determine whether jurisdiction exists.
Plaintiffs bring claims under the Declaratory Relief Act and two claims for affirmative relief. With respect to declaratory judgment claims, “it is settled law that “[t]he operation of the Declaratory Judgment Act is procedural only” and does not confer subject matter jurisdiction. California Shock Trauma Air Rescue v. State Comp. Ins. Fund, 636 F.3d 538, 543 (9th Cir.2011) (citing Skelly Oil Co. v. Phillips Petroleum Co., 339 U.S. 667, 671, 70 S.Ct. 876, 94 L.Ed. 1194 (1950)). As such, courts look to the subject matter of the underlying dispute to determine jurisdiction over declaratory judgment claims. Medtronic, Inc. v. Mirowski Family Ventures, LLC, — U.S. -, 134 S.Ct. 843, 848, 187 L.Ed.2d 703 (2014). (“The relevant question concerns the nature of the threatened action in the absence of the declaratory judgment suit.”)
The subject matter of the declaratory relief claim is withdrawal liability under the MPPAA. To determine whether there is jurisdiction to assert a claim of withdrawal liability the Court must determine if the Pension Fund is governed by ERISA and the MPPAA. The Court must also determine whether Defendants are “employers” under the MPPAA. Plaintiffs claim federal question jurisdiction is based on ERISA. If the Pension Fund is not governed by ERISA, this Court would lack jurisdictional authority to adjudicate the dispute. (See TAC at ¶ 2). Additionally, ERISA and the MPPAA create statutory frameworks that limit and control the various actions and defenses the parties may assert.
A. Is the Plan Covered by ERISA?
1. Legal Standard
ERISA defines a pension plan as:
[A]ny plan, fund, or program.. .established or maintained by an employer .. .to the extent that by its express terms or as a result of surrounding circumstances such plan, fund, or program—
(i) provides retirement income to employees, or
(ii) results in a deferral of income by employees for periods extending to the termination of covered employment or beyond, regardless of the method of calculating the contributions made to the plan, the method of calculating the benefits under the plan or the method of distributing benefits from the plan.
An ERISA plan exists if, from the surrounding circumstances, “a reasonable person could ascertain the intended benefits, beneficiaries, source of financing, and procedures for receiving benefits.” Golden Gate Rest. Ass’n v. City & County of San Francisco, 546 F.3d 639, 651 (9th Cir.2008) (quoting Donovan v. Dillingham, 688 F.2d 1367, 1373 (11th Cir.1982)). The Ninth Circuit has regularly relied on the above criteria from Donovan. See Scott v. Gulf Oil Corp., 754 F.2d 1499 (9th Cir.1985); Modzelewski v. Resolution Trust Corp., 14 F.3d 1374 (9th Cir.1994); Winterrowd v. American General Annuity Ins. Co., 321 F.3d 933 (9th Cir.2003).
“An ERISA plan fulfilling these requirements need not be in any particular form, nor need it be in an official plan document.” Alday v. Raytheon Co., 693 F.3d 772, 782 (9th Cir.2012). Because ERISA’s definition of a pension plan is so broad, 'virtually any contract that provides for some type of deferred compensation will also establish a de facto pension plan, whether or not the parties intended to do so. Modzelewski v. Resolution Trust Corp,, 14 F.3d 1374, 1377 (9th Cir.1994). “Very few offers to extend benefits will fail the test laid out in Donovan, which requires neither formalities nor elaborate details.” Winterrowd, 321 F.3d at 939.
The existence of an ERISA plan is a question of fact, to be answered in the light of all the surrounding circumstances from the point of view of a reasonable person. Credit Managers Ass’n v. Kennesaw Life & Accident Ins. Co., 809 F.2d 617, 625 (9th Cir.1987) (citing Donovan, 688 F.2d at 1373). Explained in a different way:
A decision to extend benefits is not the establishment of a plan or program. Acts or events that record, exemplify or implement the decision will be direct or circumstantial evidence that the decision has become reality.. .assuring employees that a plan or program exists [for example] — but it is the reality of a plan, fund or program and not the decision to extend certain benefits that is determinative.
Cinelli v. Security Pac. Corp,, 61 F.3d 1437, 1442-1443 (9th Cir.1995) (citing Donovan, 688 F.2d at 1373).
2. Analysis
Plaintiffs challenge nearly every aspect of Defendants’ efforts to collect benefits or assert financial liability against Plaintiffs based on unvested pension benefits. In Plaintiffs’ TAC, they contend that Defendants “are not a pension fund as defined under ERISA” because improper management of the Pension Fund by the trustees and the CLA Union effectively rendered the purported Plan a nullity. (TAC ¶¶ 13-15; O’ppn at 15-17.) Plaintiffs’ allegations of misconduct include:
—an employer-side trustee was appointed to the board of the Pension Fund without election;
—employer trustees do not actively represent the Plaintiffs’ interests
— the Pension Fund failed to have required meetings or required votes necessary to manage the Fund;
—the union trustee and ..Defendants’ counsel are acting without authority from the employer trustee, and without a valid vote or other, authority or approval, to seek withdrawal -liability against Plaintiffs;
—the CLA Union and the Trustees of the Union Health & Welfare Fund and Pension Fund shared the same offices and employees;
—the records for the CLA Union, the Health & Welfare Fund, and the- Pension Fund were comingled;
—a trustee , of the Pension Fund hired Defendants’ counsel to sue member dairies for withdrawal liability for the benefit of the Fund;
—Pension Fund correspondence was at times sent out on CLA Union letterhead;
—the primary income source for the CLA Union were payments from the Pension Fund and the Health & Welfare Fund;
—the CLA Union paid a flat fee to the trust- funds to share a' common office, staff and filing; and,
—Plaintiffs were required to submit checks' to the CLA Union, the Health & Welfare Fund and Pension Fund at the same address,
(TAC ¶¶ 13-15; O’ppn at 15-17.)
Regardless of the truth or falsity of these complaints, they do not call into question the fact that the Fund is an ERISA plan.
It is undisputed that the Pension Fund had in its possession documents which purport to be Trust Agreements and Master Labor Agreements with the respective Defendants. (See Kirchner .Peel., Ex. G; Marquez. Decl., Exs. A-D.) A reasonable person-reviewing such documents would indisputably determine that -the Pension Fund was created, with the intention to provide eligible participants benefits in the form of monthly payments upon retirement (specifically, in an ampunt of $21.00 multiplied by the number of years of credited service of the participant at retirement.) (Kirchner Decl., Ex. G at 19.) The Trust Agreement obligates the Pension Fund to pay eligible participants monthly benefits commencing on the first day of the month’ after the participant’s retirement. (Kirchner Decl., Ex. G at 20.) The beneficiaries of the Pension Fund are Defendants’ employees as indicated in Article III of the Supplemental Agreement to the Master Labor Agreements between Defendants and the CLA Union. With regard to the source of financing, the Supplemental Agreement required Defendants to provide monthly contributions to the Pension Fund for the benefit of employees. The Trust Agreement also states that contributions will be made to the Pension Fund by Employers. (Kirchner Decl., Ex. G at 49.) Plaintiffs admit in the TAC and deposition testimony that they made contributions to the Pension Fund on behalf of employees. (TAC at ¶ 8; Statement of Fact, ¶ 4, ECF No. 94.)
Based on the foregoing, the records on file with the Pension Fund, and the fact that Defendants made contributions to the Pension Fund on behalf of their employees, the Court finds there is no genuine dispute but that a reasonable person would ascertain that: employees of Defendants that were members of the CLA union (i.e., the beneficiaries) were entitled to monthly payments upon retirement (i.e,, the intended benefit), starting the month after retirement (i.e., the procedure for receiving benefits), that were funded, at least in part, by the contributions by Defendants (i.e., the source of financing). Based on the totality of circumstances,-that reasonable person would conclude that the plan meets the Donovan requirements and is covered by ERISA. Golden Gate Rest. Ass’n, 546 F.3d at 651; Donovan, 688 F.2d at 1373.
Notwithstanding Plaintiffs’ complaints about alleged misconduct of the Pension Fund, the Fund is structured in manner consistent with other retirement benefit funds created by. and bargained for on behalf of unions for their members. Plaintiffs present no argument that the Pension Fund fails to meet the Donovan requirements to be considered a plan under ERISA plan.
Many cases find less formal extensions of benefits from employers to be covered as ERISA plans. In Scott v. Gulf Oil Corp., the Ninth Circuit concluded that an employer’s oral agreement to provide benefits could create a plan under Donovan and gave rise to an ERISA claim. 754 F.2d 1499 (9th Cir.1985). In Modzelewski v. Resolution Trust Corp., the Ninth Circuit determined, that an employment agreement that contained salary continuation agreements for. additional payment upon retirement, death, or termination contained necessary elements of, and qualified as, a pension plan under ERISA. 14 F.3d 1374, 1376-77 (9th Cir.1994). In Williams v. Wright, 927 F.2d 1540 (11th Cir.1991), the Eleventh Circuit applied the Donovan analysis and concluded a plan was created by a letter from the company president outlining a source of financing, details as to beneficiaries, and procedures for paying and administering benefits. In Cox v. Reliance Std. Life Ins. Co., the court held that a supplemental insurance plan offered by an employer and purchased by an employee was governed by ERISA, 2013 WL 2156546*, 2013 U.S. Dist. LEXIS 70601 (E.D.Cal. May 16, 2013).
Cases where courts have determined that plans are not covered by ERISA usually involve other benefit programs not intended to be covered by ERISA.
Unlike the cases described above, the Pension Fund at issue here was specifically drafted and created to function as pension fund under ERISA to provide monetary retirement benefits to CLA Union workers. A reasonable person, upon viewing the Trust Agreement, the labor agreements, and knowing that Defendants were making contributions to capitalize the Pension Fund, would determine that the Fund met the necessary requirements under Donovan to qualify as a plan under ERISA. As noted, many much less formal agreements not even intended to be ERISA plans qualified as such under Donovan. Here, the documents relating to the plan leave no ambiguity as to the purpose and function of the Pension Fund. Plaintiffs have provided no legal or factual basis for concluding that the Fund does not meet the Donovan requirements.
Instead, Plaintiffs contend that the Pension Fund fails to qualify as a plan under ERISA because it has been improperly managed by the CLA Union and contributions to the fund have been misappropriated by the CLA Union. In support, Plaintiffs contend that Daryl Koops, an employer side trustee of the Pension Fund, was never properly elected to the board of trustees and that the Pension Fund’s management and assets were commingled and misappropriated because the CLA Pension Fund, CLA Health and Welfare Fund, and the CLA Union shared the same office and employees and, at times, letterhead. (Opp’n at 15-16.) Even if all those assertions as true, Plaintiffs have provided no legal authority to support a claim that the mentioned conduct would jeopardize the Pension Fund’s status as a plan under ERISA.
The Pension Fund qualifies as a plan under ERISA.
B. Is the Pension Fund a Multiemployer Plan Under the MPPAA?
Plaintiffs contend that the Pension Fund does not qualify as a Multiemployer Plan under the MPPAA. They argue that the alleged misconduct of the Pension Fund by the trustees and the CLA Union is inconsistent with and prevents qualification and standing as a Multiemployer Plan. (Opp’n at 15-17.)
1. Legal Definition of a Multiemployer Plan Under the MPPAA
A “multiemployer plan” is defined under ERISA and the MPPAA, in relevant part, as a plan:
(A) to which more than one employer is required to contribute,
(B) which is maintained pursuant to one or more collective bargaining agreements between one or more employee organizations and more than one employer, and
(C)which satisfies such other requirements as the Secretary of Labor may prescribe by regulation
See 29 U.S.C. §§ 1002(37) & 1301(a)(3).
The Court is not aware of any “other requirements” prescribed by regulation by the Secretary of Labor. Accordingly, only the requirements of 29 U.S.C. 1301(a)(3)(A) and (B) must be satisfied in order for the Pension Fund to be a “mul-tiemployer plan” within the meaning of the MPPAA.
2. Analysis
Plaintiffs do not address whether the Fund meets the requisite criteria set forth above. It does.
Based on the four Master Labor Agreements, there is no genuine dispute but that more than one employer was required to contribute to the plan. Even assuming as true Plaintiffs’ allegation that one of the labor agreements was not with one of the Plaintiff dairies, the evidence provided leaves it undisputed that at least four dairies were required to contribute to the plan based on separate labor agreements with an employee organization.
Effectively ignoring the statutory definition in the MPPAA, Plaintiffs contend that mismanagement and misdeeds of Defendants disqualified it from being a Plan under the MPPAA. There is, however, no indication that other factors besides those set forth in the statutory definition are relevant to a determination whether the plan qualifies as a multiemployer plan. Other courts have determined that plans qualify as multiemployer plans on the definition alone. See e.g., N.Y. State Teamsters Conference Pension & Retirement Fund v. UPS, 382 F.3d 272, 274 (2d Cir.N.Y.2004); Trustees of Colorado Pipe Industry Pension Trust v. Howard Electrical & Mechanical, Inc., 909 F.2d 1379, 1380-1381 (10th Cir.1990) (relying on the definition stated under 29 U.S.C. § 1002(37)(A)).
Plaintiffs assert that Alvares v. Erickson and subsequent cases stand for the proposition that structural violations of a pension fund could defeat a plan’s attempt to qualify as a multiemployer plan under the MPPAA. 514 F.2d 156, 166 (9th Cir.1975); see also Burroughs v. Board of Trustees, 542 F.2d 1128, 1131 (9th Cir.1976); Turner v. International Brotherhood of Teamsters, etc., 604 F.2d 1219, 1227 (9th Cir.1979). In those cases, the Ninth Circuit recognized a distinction for the purpose of federal jurisdiction under § 302 of the Labor Management Relations Act, 29 U.S.C. § 186: “structural deficiencies” establish jurisdiction, “fiduciary administration deficiencies,” do not. See Turner, 604 F.2d at 1227. None of these cases relate to whether the Pension Fund is a multiemployer plan under the MPPAA. Indeed, they all predate the enactment of the MPPAA. More importantly, Plaintiffs provide no legal authority suggesting such cases may be relevant to determining whether the Pension Fund qualifies as a multiemployer plan.
Plaintiffs present, as an alternative argument, that the failure to provide for equal representation on the board of the Fund made the payments to the fund illegal as a matter of law. (Opp’n at 14-15, citing Denver Metropolitan Asso. of Plumbing, etc. v. Journeyman Plumbers & Gas Fitters Local No. 3 & Pipefitters Local No. 208, 586 F.2d 1367 (10th Cir.1978)); NLRB v. Amax Coal Co., Div. of Amax, 453 U.S. 322, 101 S.Ct. 2789, 69 L.Ed.2d 672 (1981); Associated Contractors of Essex County, Inc. v. Laborers International Union, 559 F.2d 222, 223 (3d Cir.1977). To the extent that these cases stand for the proposition that unequal representation on the board of the plan violates sections of the LMRA, Plaintiffs provide no authority to suggest that unequal representation reflects a failure to meet the requirements of a valid multiemployer plan under the MPPAA.
Defendants rebut Plaintiffs’ claims that alleged mismanagement and misappropriation by the CLA Union affected the Pension Plan’s status as a multiemployer plan under the MPPAA. Defendants correctly note that the Supreme Court in Amax Coal Co. held that ERISA “does not limit the freedom of a union to try to induce an employer to select a particular § 302(c)(5) trustee.” 453 U.S. at 334, 101 S.Ct. 2789. It does not limit a union from participating in the choice of employer side representatives.
With regard to Plaintiffs’ contention that an employer-side trustee was appointed without election, Defendants note that the Trust Agreement provides that upon the resignation of an employer-side trustee, the remaining employer-side trustees can fill the vacancy “in accordance with such procedures or methods they deem satisfactory.” (Kirchner Decl., Ex. G at 52.) There was no election requirement, but even if there were, Plaintiffs have not shown with relevant authority that it would affect Defendants’ status as a Multiemployer Plan.
Defendants also respond to Plaintiffs’ contentions that the Pension Fund acted improperly in sharing office space, filing, and legal services with the CLA Union. They note that ERISA expressly allows for plans to contract or make “reasonable arrangements with a party in interest for office space, or legal, accounting, or other services necessary for the establishment or operation of the plan, if no more than reasonable compensation is paid therefor.” See 29 USCS § 1108(b)(2). To the extent Plaintiffs provide case law to the contrary, the cases predate ERISA.
None of Plaintiffs’ arguments are relevant to the showing that the Pension Fund is a. multiemployer plan as defined under 29 U.S.C. §§ 1001(37) & 1301(a)(3). Plain, tiffs provided no legal authority to support a finding that the alleged mismanagement and misallocation of Plan asserts they claim is relevant to.the validity of a multiemployer plan under the MPPAA. In summary, there is no genuine issue of material fact regarding whether Defendants are a multiemployer plan under,the MPPAA and able to maintain a federal action for withdrawal liability under 29 U.S.C. § 1381.
C. Are Defendants Employers Under the MPPAA?
MPPAA imposes withdrawal liability on an “employer” who withdraws from a multiemployer pension plan. 29 U.S.C. § 1381. The term “employer” means “a pérson who is obligated to contribute to a plan either ás a direct employer or in the interest of an employer of the plan’s participants.” Resilient Floor Covering Pension Fund v. M & M Installation, Inc., 630 F.3d 848, 851-852 (9th Cir.2010) (citing cases from the Second, Sixth, Seventh, Eighth, and Eleventh Circuits).
Plaintiffs are silent as to whether they employed members of the CLA Union. They do admit they made contributions to the Pension Fund on behalf of their employees, but assert that they never had an obligation to do so — because the labor agreements Signed by Plaintiffs were illegal and void because they were not prepared in compliance with the requirements of the California Agricultural Labor Relations Act.
There is no dispute that Plaintiffs were direct employers of plan participants. Plaintiffs directly supervised, employed, and paid employees that were members of the CLA Union, and they provided contributions to the Pension Fund on behalf of these employees. Plaintiffs understood that their employees were entitled to receive, and had an expectation to receive, benefits from the Pension Fund; Defendants even moved the Court to provide payments of past contributions directly to their employees. (See TAC at 14.)
Plaintiffs argue that the definition of employer under the MPPAA requires' an obligation to contribute, regardless of whether they are direct employers or are contributing in the interest of an employer of plan’s participants. (O’ppn at 11-12.) Plaintiffs contend that there are genuine issues of material fact as to whether the collective bargaining agreements between the CLA Union and Plaintiffs created an obligation to contribute because the collective bargaining agreements were not made in accordance with the California Agricultural Labor Relations Act. They contend that Mr. Irigaray does not read or write English, and did not know what he was signing. (Opp’n at 12.) They contend that the purported agreement with Henry Jongsma & Son Dairy actually was with Jongsma & Son Dairy (a dairy primarily owned by Mr. Jongsma’s parents) and Defendants have not established that former was a successor to the latter. They also contend the latter agreement was invalid as it was signed before the enactment of the ALEA. (Id. at 12-13.)
Plaintiffs contend that Irigaray Dairy, Charles Van Der Kooi Dairy, and Cow-West Dairy never executed any written agreement obligating any of them to make contributions, that no ALRB elections were held, and that the CLA union was not certified to represent Plaintiffs’ employees. (Opp’n at 13.) Plaintiffs further contend that Charles Van Der Kooi Dairy and Cow-West Dairy unknowingly signed after-the-fact, illegal, and void collective bargaining agreements based on misrepresentations by the CLA Union. (Id,)
In determining the proper definition of employer under the MPPAA, the issue is whether a narrower common-law definition of employer (limited to signatory employers) should apply or if a broader definition should be used. The Ninth Circuit adopted the broader definition of employer in Resilient Floor Covering Pension Fund to cover direct employers and those obligated to contribute in the interest of an employer of the plan’s participants. 630 F.3d at 851-852. The common law definition of employer was thought to “frustrate the , purposes of the MPPAA by encouraging employers to insulate themselves from liability under the MPPAA by entering into agreements under which entities that were not direct employers of a plan’s beneficiaries would make pension plan contri-butlons. In such a scenario, the employers could effectively withdraw from a plan by terminating their relationships with the direct employer without incurring withdrawal liability.” See Carriers Container Council, Inc. v. Mobile S.S. Assn., Inc.-International Longshoreman’s Assoc. etc., 896 F.2d 1330, 1343 (11th Cir.1990). Regardless, Plaintiffs would be considered employers under the common law definition, “which looks for direct employer-employee relationships (e.g., direct supervision, direct payment).” Cent. States, Southeast & Southwest Areas Pension Fund v. Int’l Comfort Prods., LLC, 585 F.3d 281, 284-285 (6th Cir.2009) (citing Carriers Container Council, Inc., 896 F.2d at 1343). Plaintiffs admit- in the operative complaint that they, directly employed persons eligible for benefits under the Pension Fund. Based on that admission alone, Plaintiffs are direct “employers.”
Plaintiffs argue that there is a genuine dispute as to whether they were obligated to contribute, and so summary judgment should be denied. Whether or not Plaintiffs had an obligation to contribute is a matter committed to arbitration. The obligation to contribute is set forth under § 4212(a) of ERISA. 29 U.S.C. § 1392(a); Laborers Health & Welfare Trust Fund v. Advanced Lightweight Concrete Co., 484 U.S. 539, 546, 108 S.Ct. 830, 98 L.Ed.2d 936 (1988); Cent. States, Southeast & Southwest Areas Pension Fund, 585 F.3d at 286. The MPPAA states unambiguously that “any dispute between an employer and the plan sponsor...concerning a determination made under sections 1381 through 1399... shall be resolved through arbitration.” Teamsters Pension Trust Fund-Bd. of Trustees of W. Conference v. Allyn Transp. Co., 832 F.2d 502, 504-06 (9th Cir.1987). Plaintiffs dispute arises from the statutory language of 29 U.S.C. § 1392(a), and to the extent that Plaintiffs assert a defense to withdrawal liability based on the lack of obligation to contribute, the defense must first be raised at arbitration.
Plaintiffs are employers under the MPPAA. The Pension Fund is a “plan” under ERISA. It is a “multiemployer plan” under the MPPAA. Defendants are “employers.” The Court thus finds that there is federal question jurisdiction for Plaintiffs to assert a declaratory relief claim challenging withdrawal liability.
D. Declaratory Relief Claim
Plaintiffs, in their first claim for relief, request the Court to declare: (1) that Defendants are not entitled to assert claims of withdrawal liability against Plaintiffs; (2) that the arbitration clause governing disputes over withdrawal liability in the trust agreement is unconscionable and contrary to federal law; and (3) that the trust fund must remit directly to Plaintiffs’ employees the contributions previously paid to the Pension Fund. (TAC at 14.) To determine if summary judgment is proper with regard to this claim, the Court must determine whether federal jurisdiction exists as to each sub-claim, whether the alleged acts of mismanagement of Defendants serve as affirmative defenses to withdrawal liability, and whether the defenses to withdrawal liability must first be exhausted by way of arbitration. The Court will address each issue in turn.
1. Article III Standing
a. Legal Standard
The Declaratory Relief Act does not create new substantive rights; it merely expands the remedies available in federal court. Shell Gulf of Mex. v. Ctr. for Biological Div., 771 F.3d 632, 635 (9th Cir.2014). “To determine whether a declaratory judgment action presents a case or controversy, courts consider whether the facts alleged, under all the circumstances, show there is a substantial controversy between parties having adverse legal interests of sufficient immediacy and reality to warrant issuance of a declaratory judgment.” Id.; MedImmune, Inc. v. Genentech, Inc., 549 U.S. 118, 127, 127 S.Ct. 764, 166 L.Ed.2d 604 (2007). To determine whether the parties have adverse legal interests, the court must first identify the law underlying the request for a declaratory judgment and then identify the adverse legal interests arising from that law. Id. at 636. “It is necessary to first examine the underlying law because the Declaratory Judgment Act only creates new remedies, and therefore, the adverse legal interests required by Article III must be created by the authority governing the asserted controversy between the parties.” Shell Gulf of Mex. Inc., 771 F.3d at 635 (9th Cir.2014). (“A party’s legal interest must relate to an actual ‘claim arising under federal law that another asserts against him[.]’”) (citing Collin County, Tex. v. Homeowners Ass’n for Values Essential to Neighborhoods, 915 F.2d 167, 171 (5th Cir.1990)).
Plaintiffs must demonstrate “standing separately for each form of relief sought.” Mayfield v. United States, 599 F.3d 964, 969 (9th Cir.2010) (citing Friends of the Earth, Inc. v. Laidlaw Envtl. Serv., Inc., 528 U.S. 167, 185, 120 S.Ct. 693, 145 L.Ed.2d 610 (2000)) “[A] plaintiff who has standing to seek damages for a' past injury, or injunctive relief for an ongoing injury, does not necessarily have standing to seek prospective relief such as a declaratory judgment.” Id. The constitutional requirements for standing under Article III are jurisdictional, cannot be waived by any party, and may be considered sua sponte. Sturgeon v. Masica, 768 F.3d 1066, 1071 (9th Cir.2014).
b. Analysis
Plaintiffs have standing to request declaratory relief with regard to withdrawal liability. Defendants, upon completion of the arbitration proceeding, have federal statutory authority to bring an action challenging or enforcing an arbitration award for withdrawal liability against Plaintiffs under the MPPAA. 29 U.S.C. § 1401(b)(2) (“Upon completion of the arbitration proceedings in favor of one of the parties, any party thereto may bring an action, no later than 30 days after the issuance of an arbitrator’s award, in an appropriate United States district court in accordance with section 4301 [29 USCS § 1451] to enforce, vacate, or modify the arbitrator’s award.”). The MPPAA serves as a proper basis for federal jurisdiction had Defendants asserted relief in an affirmative suit. Shell Gulf of Mex. Inc., 771 F.3d at 635. Federal courts have regularly invoked federal jurisdiction with regard to claims of withdrawal liability. See e.g., Milwaukee Brewery Workers’ Pension Plan, 513 U.S. at 415, 115 S.Ct. 981; Resilient Floor Covering Pension Fund v. M & M Installation, Inc., 630 F.3d 848, 849 (9th Cir.2010).
In addition to the existence of federal authority to assert a claim for withdrawal liability, the potential injury here was imminent. There,is evidence that Defendants sought to enforce withdrawal liability and that the parties are presently arbitrating the dispute. The injury is not abstract, but imminent, and the Court has standing to provide declaratory relief with regard to the claim. MedImmune, Inc., 549 U.S. at 127, 127 S.Ct. 764.
Plaintiffs also request the Court provide declaratory relief with regard to whether they are bound to the terms of the arbitration agreement governing Plaintiffs’ withdrawal liability. Federal jurisdiction allows for Plaintiffs to challenge an arbitration award regarding withdrawal liability. 29 U.S.C. § 1401(b). As the matter is presently being arbitrated, there is sufficient immediacy to provide standing for the Court to address Plaintiffs’ claim of declaratory relief with regard to the terms of arbitration arrangement.
Plaintiffs, in their final claim for declaratory relief, ask the Court to order Defendants to remit directly to Plaintiffs’ employees the contributions previously paid to Defendants. This last claim for relief, unlike the previous two, does not relate to the issue of whether withdrawal liability exists or not; it focuses on how allegedly mistakenly paid payments are to be refunded. There is no present dispute on that topic. Mayfield, 599 F.3d at 969. Defendants point out that ERISA has a statutory scheme for the return to the employer of mistakenly paid contributions. See 29 U.S.C. § 1103(c)(2).
Standing must exist separately for each form of relief sought. Plaintiffs have not identified law supporting their request for declaratory judgment on this last issue. Shell Gulf of Mex., 771 F.3d at 635. Because there is no legal basis for the claim, Plaintiffs have not shown that there are “adverse legal interests of sufficient immediacy and reality to warrant issuance of a declaratory judgment.” MedImmune, Inc., 549 U.S. at 127, 127 S.Ct. 764. While Plaintiffs assert that the contributions should have never been paid, they have not presented evidence that Defendants threatened action adverse to Plaintiffs relating to past contributions. No ease and controversy exists. Plaintiffs lack standing to assert their third claim for relief for declaratory relief. That claim is hereby dismissed sua sponte. Sturgeon, 768 F.3d at 1071.
2. Analysis
a. Withdrawal Liability
Plaintiffs request the Court declare that they have no legal obligation to make withdrawal liability payments to Defendants. Defendants, in turn, bring the instant motion for a finding claiming that there is no genuine dispute but that Plaintiffs are liable for withdrawal liability. They contend that any procedural defect, including whether the CLA Union was certified as required- by the California Agricultural Labor Relations Act (“ALRA”), does not, as a matter of law, serve as a defense to withdrawal liability under the MPPAA.
The core issue, then, is whether any of Plaintiffs’ assertions raise genuine issues of material fact and prevent judgment for Defendants as a matter of law.
The Ninth Circuit has made clear that withdrawal liability is a statutory obligation “that is imposed because the employer no longer has a contractual obligation to contribute.” Carpenters Pension Trust Fund v. Moxley, 734 F.3d 864, 869 (9th Cir.2013) (contrasting withdrawal liability with contributions which are “contractual obligations that ERISA enforces, but does not create.”) “[Withdrawal liability is imposed by ERISA to account for the pension fund’s needs going forward and therefore is distinct from' the contributions required to be made by the plan agreements.” Id.
MPPAA provides for certain enumerated defenses to withdrawal liability. For example, employers are not liable for withdrawal liability for: certain changes in the employer’s corporate structure (29 U.S.C. § 1398(1)); failing to contribute during á labor dispute (29 U.S.C. § 1398(2)); or for certain industry specific actions relating to building and construction, entertainment, or trucking (29 U.S.C. § 1383).