Full opinion text
CORRECTED OPINION LECHNER, District Judge. This is an action brought by plaintiffs Local 478 Trucking and Allied Industries Pension Fund (“Fund”), and Francis Prainito, Donald Paolella, Daniel McFall, Robert Kortenhaus, Andy Threatt and Louis Salz as trustees (the “Trustees”) of the Fund (collectively, the “Plaintiffs”) against defendants Willard D. Jayne (“Willard Jayne”), Douglas W. Jayne (“Douglas Jayne”), Gary J. Jayne (“Gary Jayne”) (collectively, the “Individual Defendants”), Elizabethport Realty Company (“Elizabeth-port”) and Bro-Jen (“Bro-Jen”) (collectively, the “Partnership Defendants,” with the Individual Defendants, collectively, the “Defendants”). Because Douglas Jayne is undergoing personal bankruptcy proceedings, Plaintiffs have specifically excluded Douglas Jayne individually from this motion for summary judgment. Pis.’ Br. at 19 n. 10; see also Defs.’ Br. at 2 n. 1. Plaintiffs commenced this action to compel Defendants to make payments to the Fund for the withdrawal liability of Jayne’s Motor Freight (“Jayne’s Motor Freight”) under a retirement welfare benefit plan (the “Plan”) established pursuant to the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. § 1001 et seq. Plaintiffs seek the amount of withdrawal liability and other relief authorized by ERISA, including interest, liquidated damages, attorneys’ fees and costs. Plaintiffs’ complaint (the “Complaint”) was originally filed 27 June 1990 in the United States District Court for the Eastern District of Pennsylvania. On 26 March 1991, this case was transferred to the District of New Jersey pursuant to the order of Herbert J. Hutton, United States District Judge. Jurisdiction is alleged pursuant to 29 U.S.C. §§ 1132(a)(3)(B), (d)(1), (e) and (f) and 1451(a)(1), (b) and (c) and 28 U.S.C. § 1331 and appears to be appropriate. Currently before the court are a motion and cross-motion for summary judgment pursuant to Fed.R.Civ.P. 56. These motions were filed and pending before Judge Hutton for some time before transfer to this District. Also before this court is a cross-motion to stay this litigation pending resolution of bankruptcy proceedings for Jayne’s Motor Freight. For the reasons set forth below, summary judgment against Willard Jayne, Gary Jayne, Elizabethport and Bro-Jen is granted in favor of Plaintiffs. Defendants’ cross-motions for summary judgment and stay of litigation are denied. Facts Jayne’s Motor Freight was a trucking company incorporated in the State of New Jersey. W. Jayne Aff., Í! 6. Willard Jayne, Douglas Jayne and Gary Jayne are shareholders of Jayne’s Motor Freight and co-partners of other family businesses including two partnerships, Elizabethport and Bro-Jen. Elizabethport is a New Jersey real estate partnership formed in June 1986. Id., 113; D. Jayne First Aff., 116; G. Jayne Aff., 113. Elizabethport owns and leases property located at 860 North Avenue, Elizabeth, New Jersey (the “Elizabeth Property”), where Jayne’s Motor Freight was a tenant. W. Jayne Aff., 113; D. Jayne First Aff., ¶¶ 5, 6; G. Jayne Aff., H 3. Bro-Jen is another New Jersey real estate partnership also formed in June 1986. W. Jayne Aff., ¶ 4; D. Jayne First Aff., II7; G. Jayne Aff., ¶ 4. Bro-Jen does not engage in any other business except owning and leasing one parcel of real property located in Southampton Township, New Jersey (the “Southampton Property”). W. Jayne Aff., 11 5; D. Jayne First Aff., ¶ 7; G. Jayne Aff., II4. Between 1957 and October 1988, Jayne’s Motor Freight maintained the Plan which provides retirement income to qualified employees. The Fund had collected and held contributions from Jayne’s Motor Freight in trust for the employees of Jayne’s Motor Freight (the “Employees”) and had been disbursing the contributions in monthly pension benefits to the Employees upon their attaining a specified retirement age. Vaccaro Aff., ¶¶ 4, 8. The Fund is managed by the Trustees who were appointed in equal numbers by Jayne’s Motor Freight and Local 478, the union representing the Employees (the “Union”). The Union is the certified and exclusive bargaining representative of the Employees who are participants in the Fund. Id., ¶ 6. Jayne’s Motor Freight suffered financial problems and on or about October 1987, Willard Jayne and Douglas Jayne retained Robert Wasserman, Esq. (“Wasserman”), to represent Jayne’s Motor Freight in bankruptcy proceedings. W. Jayne Aff., ¶ 15; D. Jayne First Aff., ¶ 8. Gary Jayne, the other shareholder of Jayne’s Motor Freight, had, by the time of the bankruptcy filing, resigned any office or directorship in Jayne’s Motor Freight and did not participate in the management of Jayne’s Motor Freight, including the decision to file for bankruptcy. G. Jayne Aff., Hi! 5, 6. On 14 October 1987, Wasserman filed a voluntary bankruptcy petition under 11 U.S.C. § 301 for Jayne’s Motor Freight in the U.S. Bankruptcy Court for the District of New Jersey (“Chapter 11 Bankruptcy”). Wasserman Aff., ¶ 4; W. Jayne Aff., ¶ 16. Wasserman was retained solely to represent Jayne’s Motor Freight in the bankruptcy proceedings and was not retained to represent Elizabethport or Bro-Jen in any matter. G. Jayne Aff., H116, 8-9. Wasserman also did not represent Gary Jayne, Douglas Jayne or Willard Jayne in any other proceeding or matter. Id.; D. Jayne First Aff., ¶ 10; W. Jayne Aff., ¶ 18. The Fund owned a security interest in assets belonging to Jayne’s Motor Freight. At the time of the Chapter 11 Bankruptcy, the assets of Jayne’s Motor Freight consisted primarily of tractors and trailers (the “Assets”). G. Jayne Aff., ¶ 12. Pursuant to an Order of United States Bankruptcy Judge Daniel Moore, dated 30 December 1987, the Fund enforced the security interest it had against the Assets. Wasserman Aff., ¶ 6. The Fund, however, delayed in removing the Assets, apparently depriving Elizabethport rentable space at the Elizabeth Property. G. Jayne Aff., f 12. On 29 January 1988, the Chapter 11 Bankruptcy was converted into a Chapter 7 liquidation proceeding (“Chapter 7 Bankruptcy"). 11 U.S.C. § 1112. Wasserman Aff., ¶ 4; W. Jayne Aff., 1116. Robert Levitt, Esq. (“Levitt”), was appointed Trustee in Bankruptcy. Wasserman Aff., ¶ 7. After the conversion, Wasserman’s role was limited to reviewing and evaluating Levitt’s requests with respect to the Chapter 7 Bankruptcy. Id., 115. According to the submissions, on 17 October 1988, Jayne’s Motor Freight ceased contributing to the Fund, ceased “covered operations” under the Fund and completely withdrew from the Fund. Vaccaro Aff., If 8. According to the Fund, the withdrawal of Jayne’s Motor Freight from the Plan subjected it to withdrawal liability under 29 U.S.C. § 1381(a). Id., ¶7. Proceeding under the ERISA scheme pertaining to employers who cease contributions to pension plans, the Fund calculated the amount of withdrawal liability owed by Jayne’s Motor Freight. Id., 119. The Fund’s actuaries calculated the initial amount to be $1,483,628.00. Id., This represented the proportionate share of unfunded vested liabilities owed by Jayne’s Motor Freight. Id. After applying the de minimis reduction provisions of ERISA, 29 U.S.C. § 1389, the amount was later recalculated by the actuaries to be $1,390,-077.00. Id. The Fund’s contract administrator, Frank M. Vaccaro (“Vaccaro”), sent a letter (the “Demand Letter”) to Jayne’s Motor Freight via registered mail on 17 November 1988 to inform Jayne’s Motor Freight of the withdrawal liability. The Demand Letter stated the Fund had assessed a withdrawal liability of $1,483,628.00 against Jayne’s Motor Freight, subject to de minimis reductions. Demand Letter, 112. In the Demand Letter, quarterly payments of $73,559.00 were demanded beginning 17 January 1989. Id. To date, no withdrawal liability payments have been made. Vaccaro Aff., 117. Although addressed to Jayne’s Motor Freight at its business address at the Elizabeth Property, the Demand Letter was rerouted and received by Levitt. D. Jayne Second Aff., ¶ 2. The parties disagree over how the letter was rerouted. Id. Plaintiffs contend they sent the Demand Letter to Jayne’s Motor Freight at the Elizabeth Property. Pis.’ Reply Br. at 4. According to Plaintiffs, sometime after Vaccaro had placed the Demand Letter in the mail, a sticker was placed over the Elizabeth Property address, redirecting the Demand Letter to Levitt. Id. Plaintiffs surmise that either the Post Office or Douglas Jayne may have redirected the Demand Letter. Id. at 4-5. Douglas Jayne “strenuously and categorically” denied having redirected the letter. D. Jayne Second Aff., ¶¶ 2, 3. Douglas Jayne leases an office at the Elizabeth Property. D. Jayne First Aff., 1122. In the past, Douglas Jayne received mail on behalf of Jayne’s Motor Freight at the Elizabeth Property and currently continues to do so. Id., WÍ 22, 24. According to Douglas Jayne, he has been at the Elizabeth Property daily, except for weekends, holidays and vacations, since 1978. Id., ¶ 22. Douglas Jayne contends he would have received the Demand Letter had it been sent to the Elizabeth Property address. D. Jayne Second Aff., 1111 4, 5. After receiving the Demand Letter, Levitt wrote to Vaccaro on 23 November 1988 informing him “to the extent your letter asserts a claim against the Estate [Jayne’s Motor Freight], you should have filed a Proof of Claim____” Letter to Vaccaro from Levitt, dated 23 November 1988. The following day, Levitt forwarded to Wasserman a copy of the Demand Letter and a copy of his letter to Vaccaro. Wasserman Aff., 117. On 23 February 1989, the Fund filed an amended proof of claim (“Proof of Claim”) in the Chapter 7 Bankruptcy for $1,390,077.00, the amount of withdrawal liability which the Fund alleges Jayne’s Motor Freight owed to the Fund. Proof of Claim att. as Ex. A to Pis.’ Reply Br. Upon receiving a copy of the Demand Letter, Wasserman filed the Demand letter and did nothing with it. Wasserman Aff., ¶ 7. Wasserman did not immediately forward the Demand Letter to Jayne’s Motor Freight because the Demand Letter was “not a bankruptcy document and ... because only the Trustee [Levitt] was then empowered to act on behalf of Debtor’s estate.” Id., 11117-9. Additionally, Wasserman contended he had no authority to accept notices on behalf of Defendants. Id., 1111. According to Wasserman, he was precluded by the Bankruptcy Code and relevant case law from representing the principals or potentially related entities of a debtor corporation. Id. For unstated reasons, on or about 2 March 1990, Wasserman finally forwarded a copy of the Demand Letter to the attorneys for the Individual Defendants. Willard Jayne, Douglas Jayne and Gary Jayne admit receiving a copy of the Demand Letter on 8 March 1990 when their attorney forwarded a copy of the Demand Letter to them. W. Jayne Aff., ¶ 24; D. Jayne First Aff., ¶1¶ 18, 19; G. Jayne Aff., ¶ 17. The Trustees claim they did not discover that Willard Jayne, Douglas Jayne and Gary Jayne owned Elizabethport until Jayne’s Motor Freight was undergoing Chapter 7 Bankruptcy proceedings. Vaccaro Aff., 1113. Accordingly, on 23 April 1990, the Fund Administrator, Edward J. Geiger, sent certified letters to Elizabeth-port and each of its three general partners notifying them that Jayne’s Motor Freight was delinquent in making its withdrawal liability payments and that each is responsible for the withdrawal liability. Id., IT 14. The certified letters were claimed by Douglas Jayne on 24 April 1990. Id., U5. On 1 May 1990, Willard Jayne, as a creditor of Jayne’s Motor Freight, filed a motion in the Bankruptcy Proceeding objecting to Plaintiffs’ Proof of Claim. W. Jayne Aff., ¶ 27. Willard Jayne contended the amount asserted in the Proof of Claim was excessive for failing to apply reductions provided to insolvent employers undergoing liquidation pursuant to 29 U.S.C. § 1405. Id. On 27 June 1990, the Fund and the Trustees commenced a suit against Defendants in the United States District Court for the Eastern District of Pennsylvania. Plaintiffs excluded Jayne’s Motor Freight from their suit. On 80 November 1990, Judge Hutton issued a scheduling order (the “Scheduling Order”) which set 10 May 1991 as a deadline for the completion of discovery. Scheduling Order of Judge Hutton, dated 30 November 1990. During the discovery period, Defendants served a document request and interrogatories on Plaintiffs. Pis.’ Objections to Defs.’ Req. to Reopen and to Take Further Disc, at 2. Plaintiffs served timely responses to the requests and included objections to some of the discovery requests. Id. The parties exchanged correspondence concerning the validity of the objections to the discovery requests. In the meantime, Judge Hutton transferred the action to the District of New Jersey on 26 March 1991. Following the close of the discovery period, as set by Judge Hutton, Defendants moved before Ronald J. Hedges, United States Magistrate Judge, to reopen and to take discovery and to compel discovery. In a conference call with Magistrate Judge Hedges on 16 July 1991, Defendants’ counsel identified two general areas in which they sought discovery. These areas included the calculation of withdrawal liability and the knowledge of the Trustees as to the existence and whereabouts of other entities which may be jointly liable for the withdrawal liability of Jayne’s Motor Freight. Id. at 3. The parties’ counsel appeared for oral argument before Magistrate Judge Hedges on 30 July 1991 on Defendants’ request for discovery. Defs.’ Req. to Reopen and Take Further Disc. Magistrate Judge Hedges issued an order (the “First Discovery Order”) on 9 August 1991 rescinding the Scheduling Order issued by Judge Hutton. First Discovery Order. Additionally, Magistrate Judge Hedges ordered Plaintiffs to respond and produce certain documents pertaining to the assessment and calculation of withdrawal liability and to respond to interrogatory thirty of the Defendants’ First Set of Interrogatories. Id. Defendants were ordered to submit an expert’s report (the “Expert’s Report”) assessing the calculations made by Plaintiffs. Id. On 4 September 1991, Magistrate Judge Hedges informed counsel he intended to rescind the First Discovery Order because he did not believe the broad discovery which he had previously ordered was necessary. Spadoro Aff., II 6. In a conforming order, dated 17 September 1991 (the “Second Discovery Order”),. Magistrate Judge Hedges stayed all discovery in the case pending a decision on the cross-motions for summary judgment. Second Discovery Order, 112. Discovery was limited to documents setting forth the contribution histories for employers who contributed to the Fund from 1978. Id. Magistrate Judge Hedges retained the requirement that an Expert’s Report be submitted by 13 September 1991. Id., ¶ 5. On 13 September 1991, Defendants filed a copy of their Expert’s Report. In an affidavit submitted with the Expert’s Report, George Spadoro (“Spadoro”), Defendants’ attorney, asserted that some of the documents ordered by Magistrate Judge Hedges to be produced were withheld from production. Spadoro Aff., II5. Defendants’ expert, Morton Dickstein (“Dick-stein”) reviewed the available documents and concluded several aspects of Plaintiffs’ calculations may be incorrect. Id., ¶ 8. Dickstein, in his Expert’s Report, decided he could not compute the withdrawal liability of Jayne’s Motor Freight without the withdrawal liability reports (the “Withdrawal Liability Reports”). Expert’s Report, III 3, 5. According to Dickstein, the Withdrawal Liability Reports would provide specific information regarding how the Fund determined the unfunded vested benefits on which they based withdrawal liability. Id., ¶ 4. Discussion Plaintiffs move for summary judgment for the failure of the Defendants to make withdrawal liability payments. Plaintiffs contend that Defendants are jointly and severally liable for the withdrawal liability of Jayne’s Motor Freight. Plaintiffs argue that the Partnership Defendants are liable because they are in common control with Jayne’s Motor Freight under ERISA. Plaintiffs also argue the Individual Defendants are liable as partners in the Partnership Defendants. Defendants cross-move for summary judgment and alternatively for a stay of the litigation pending the completion of the bankruptcy proceedings. Defendants argue they are not liable because Plaintiffs have failed to notify them of their withdrawal liability as required by ERISA. 29 U.S.C. § 1399(b)(1). The Defendants also argue that Plaintiffs’ summary judgment motion should be denied because they did not have a chance to conduct discovery. In the alternative, Defendants argue the time which they had to request review or arbitration under ERISA should be extended under the equitable tolling doctrine. Moreover, Defendants argue that if liability is imposed, the amount should be reduced under ERISA for employers who are insolvent. A. Summary Judgment Standard of Review To prevail on a motion for summary judgment, the moving party must establish “there is no genuine issue as to any material fact and that [it] is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c). The present task is to determine whether disputed issues of fact exist; a district court may not, however, resolve factual disputes in a motion for summary judgment. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249-50, 106 S.Ct. 2505, 2510-11, 91 L.Ed.2d 202 (1986); see Nathanson v. Medical College of Pennsylvania, 926 F.2d 1368, 1380 (3d Cir.1991) (“Summary judgment may not be granted ... if there is a disagreement over what inferences can be reasonably drawn from the facts even if the facts are undisputed.”). All evidence submitted must be viewed in a light most favorable to the party opposing the motion. Boyle v. Governor’s Veterans Outreach & Assistance Center, 925 F.2d 71, 75 (3d Cir. 1991); Weldon v. Kraft, Inc., 896 F.2d 793, 797 (3d Cir.1990); see Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 1356, 89 L.Ed.2d 538 (1986); Todaro v. Bowman, 872 F.2d 43, 46 (3d Cir.1989); Joseph v. Hess Oil, 867 F.2d 179, 182 (3d Cir.1989). “‘Any “unexplained gaps” in material submitted by the moving party ... if pertinent to material issues of fact, justify denial of a motion for summary judgment.’ ” Ingersoll-Rand Fin. Corp. v. Anderson, 921 F.2d 497, 502 (3d Cir.1990) (quoting O’Donnell v. United States, 891 F.2d 1079, 1082 (3d Cir.1989)). Although the summary judgment hurdle is a difficult one to overcome, it is by no means insurmountable. As the Supreme Court has stated, once the party seeking summary judgment has pointed out to the court the absence of a genuine issue of material fact, its opponent must do more than simply show that there is some metaphysical doubt as to the material facts____ In the language of the Rule, the nonmoving party must come forward with ‘specific facts showing that there is a genuine issue for trial.’ ... Where the record taken as a whole could not lead a rational trier of fact to find for the nonmoving party, there is no ‘genuine issue for trial.’ Matsushita, 475 U.S. at 586-87, 106 S.Ct. at 1356 (emphasis in original, citations and footnotes omitted). In other words, the inquiry involves determining “ ‘whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law.’ ” Brown v. Grabowski, 922 F.2d 1097, 1111 (3d Cir. 1990) (quoting Anderson v. Liberty Lobby, 477 U.S. at 251-52, 106 S.Ct. at 2512), cert. denied, — U.S. —, 111 S.Ct. 2827, 115 L.Ed.2d 997 (1991). The Supreme Court elaborated on the summary judgment standard in Anderson: “If the evidence [submitted by a party opposing summary judgment] is merely color-able ... or is not significantly probative ... summary judgment may be granted.” 477 U.S. at 249-50, 106 S.Ct. at 2511 (citations omitted). The Supreme Court went on to note in Celotex Corp. v. Catrett, 477 U.S. 317, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986): “One of the principal purposes of the summary judgment rule is to isolate and dispose of factually unsupported claims or defenses, and we think it should be interpreted in a way that allows it to accomplish this purpose.” Id. at 323-24, 106 S.Ct. at 2553 (footnote omitted). Once a case has been made in support of summary judgment, the party opposing the motion has the affirmative burden of coming forward with specific facts evidencing a need for trial, see Fed.R.Civ.P. 56(e); see also Maguire v. Hughes Aircraft Corp., 912 F.2d 67, 72 (3d Cir.1990) (non-moving party may not rest upon mere allegations); Schoch v. First Fidelity Bancorporation, 912 F.2d 654, 657 (3d Cir.1990) (neither unsupported allegations in pleadings and memoranda of law nor conclusory allegations in affidavits will establish genuine issue of material fact); Hozier v. Midwest Fasteners, Inc., 908 F.2d 1155, 1165 (3d Cir.1990) (cannot create issue of fact merely by questioning credibility of movant’s witnesses; circumstantial evidence may raise issue of fact); Aronow Roofing Co. v. Gilbane Bldg. Co., 902 F.2d 1127, 1128 (3d Cir.1990) (“Summary judgment will be granted where the non-moving party fails to ‘establish the existence’ of an element essential to the case”); Carlson v. Arnot-Ogden Memorial Hosp., 918 F.2d 411, 413 (3d Cir.1990) (“ ‘nonmoving party must adduce more than a mere scintilla of evidence in its favor,’ ” quoting Williams v. Borough of West Chester, 891 F.2d 458 (3d Cir.1989)). B. Overview of MPPAA [1] The Multiemployer Pension Plan Amendments Act of 1980 (“MPPAA”), 29 U.S.C. §§ 1381-1461, under which Plaintiffs bring their claims, was enacted as an amendment to ERISA. The MPPAA was intended, in part, to discourage employers from withdrawing from multiemployer pension plans and leaving plans with inadequately funded liabilities. United Retail & Wholesale Employees Teamsters Union Local No. 115 Pension Plan v. Yahn & McDonnell, Inc., 787 F.2d 128, 130 (3d Cir.), aff'd, 481 U.S. 735, 107 S.Ct. 2171, 95 L.Ed.2d 692 (1987); Trustees of Amalgamated Ins. Fund v. Sheldon Hall Clothing, Inc., 862 F.2d 1020, 1021 (3d Cir.), cert. denied, 490 U.S. 1082, 109 S.Ct. 2104, 104 L.Ed.2d 665 (1989); Colteryahn Dairy, Inc. v. W. Pennsylvania Teamsters & Employees Pension Fund, 847 F.2d 113, 116 (3d Cir.), cert. denied, 488 U.S. 1041, 109 S.Ct. 865, 102 L.Ed.2d 989 (1989); Flying Tiger Line v. Teamsters Pension Trust Fund, 830 F.2d 1241, 1243 (3d Cir.1987). The MPPAA attempts to do so by imposing upon the employer a mandatory liability, defined in the statute as the employer’s adjusted “allocable amount of unfunded vested benefits.” 29 U.S.C. § 1381(b)(1). “ERISA also established the Pension Benefit Guaranty Corporation (“PBGC”), a government corporation, to insure employees’ benefits against a plan’s termination for insufficient funds.” Yahn & McDonnell, 787 F.2d at 130. Under MPPAA’s statutory scheme, once an employer withdraws from a pension plan, the plan’s trustees determine the amount of withdrawal liability. 29 U.S.C. § 1381. The trustees are then required to notify the employer of the liability, provide a schedule for payments and otherwise formally demand payment. 29 U.S.C. § 1399(b)(1). Within ninety days after receiving notice, the employer has the option of requesting review of the liability by the plan's trustees. Id., § 1399(b)(2)(A). Either party may initiate arbitration proceedings if the dispute over the existence or amount of liability persists after review. Id., § 1401(a)(1). “Provisions for the quick and informal resolution of withdrawal liability disputes are an integral part of MPPAA’s statutory scheme.” Flying Tiger, 830 F.2d at 1244; see also Colteryahn Dairy, 847 F.2d at 117. Therefore, regardless of whether an employer requests review of the liability amount, initiates arbitration or does nothing at all, the employer must begin making interim payments of the withdrawal liability in accordance with the plan’s schedule within sixty days of notice. 29 U.S.C. §§ 1399(c)(2), 1401(d). This has been characterized as a “pay now, dispute later” procedure. Flying Tiger, 830 F.2d at 1244 (quoting Robbins v. Pepsi-Cola Metro Bottling Co., 636 F.Supp. 641, 677 (N.D.Ill.1986)). C. Joint and Several Liability of Elizabethport and Bro-Jen Section 1301(b)(1) provides, in part, that: [A]ll employees of trades or businesses (whether or not incorporated) which are under common control shall be treated as employed by a single employer and all such trades and businesses as a single employer. 29 U.S.C. § 1301(b)(1) (emphasis added). The threshold question for determining withdrawal liability under ERISA, therefore, is determining which entities form the single employer (“Single Employer”) subject to withdrawal liability. A finding that Elizabethport and Bro-Jen are trades or businesses under common control with Jayne’s Motor Freight will subject them to joint and several liability as a Single Employer with Jayne’s Motor Freight for the withdrawal liability. Id., § 1399(b)(1); see also Sheldon Hall, 862 F.2d at 1024; Flying Tiger, 830 F.2d at 1244; IUE AFL-CIO Pension Fund v. Barker & Williamson, 788 F.2d 118, 123 (3d Cir.1986); O’Connor v. DeBolt Transfer, Inc., 737 F.Supp. 1430, 1442 (W.D.Pa.1990); United Food & Commercial Workers Union v. Progressive Supermarkets, 644 F.Supp. 633, 636 (D.N.J.1986). 1. Common Control [3] ERISA uses the “controlled group” standards of the Internal Revenue Code to determine whether two entities are within a controlled group and liable as a Single Employer. Flying Tiger, 830 F.2d at 1244 n. 2; Barker & Williamson, 788 F.2d at 123; Debolt Transfer, 737 F.Supp. at 1440. Under the Internal Revenue Code, individuals are held to be in common control if: (1) they own a controlling interest in the relevant organizations; and (2) if they are in effective control of each organization. Businesses are deemed to be under common control where (i) the same five or fewer persons ... own ... a controlling interest in each organization, and (ii) taking into account the ownership of each such person only to the extent [that it] is identical with respect to each such organization, such persons are in effective control of each organization. 26 C.F.R. § 1.414(c)-2(c) (emphasis added). The term “organization” includes partnerships and corporations. Id., § 1.414(c)-2(a). Although the tests for controlling interest and effective control overlap, the former goes to the issue of a controlling ownership interest whereas the latter focuses on effective voting control. a. Controlling Interest Under the first of the two-part test for common control, the same five or fewer individuals must own a controlling interest in each of the organizations to be held liable. In the case of a corporation, a controlling interest is defined as “ownership of stock possessing at least 80 percent of total combined voting power of all classes of stock entitled to vote of such corporation____” Id., § 1.414(c)-2(b)(2)(A). In the case of a partnership, a controlling interest is defined as “ownership of at least 80 percent of the profits interest or capital interest of such partnership____” Id., § 1.414(c)-2(b)(2)(C) (emphasis added). Willard Jayne, Douglas Jayne and Gary Jayne own a controlling interest in three organizations — Jayne’s Motor Freight, Elizabethport and Bro-Jen. Jayne’s Motor Freight issued one hundred shares of common stock. First Set at 8. On 8 December 1977, shares owned by Willard Jayne’s brother, William Jayne, and his wife Virginia Jayne, were transferred back to the corporation, were not reissued and therefore became treasury stock (“Treasury Stock”). Id. In 1988, at the time Jayne’s Motor Freight withdrew from the Fund, Willard Jayne owned forty-five shares, his wife, Josephine Jayne, owned one share, Douglas Jayne owned two shares and Gary Jayne owned two shares. For purposes of determining control, the ownership of the share owned by Josephine Jayne is attributed to her husband, Willard Jayne. The controlling interest of Jayne’s Motor Freight can be characterized as follows: Number Percent of of Shares Shares Willard Jayne 46 92% Douglas Jayne 2 4% Gary Jayne 2 4% Together, the three individuals owned a controlling interest in more than eighty percent of the corporation’s combined voting power at the time of its withdrawal from the Fund. Willard Jayne, Douglas Jayne and Gary Jayne also own at least eighty percent of the profits interest or capital interest — and therefore own a controlling interest — in the Partnership Defendants, Elizabethport and Bro-Jen. See Elizabeth Partnership Agreement att. as Ex. H to Pis.’ Motion for Summary Judgment at 2; Bro-Jen Partnership Agreement att. as Ex. J to Pis.’ Motion for Summ.J. (collectively, the “Partnership Agreements”). The controlling interest of each of the Partnership Defendants can be characterized as follows: Annual Share of Net Profits Willard Jayne 80% Douglas Jayne 10% Gary Jayne 10% b. Effective Control Persons satisfy the effective control part of the common control test if, in the case of a corporation, such persons own stock possessing more than fifty percent of the total combined voting power of all classes of stock. 26 C.F.R. § 1.414(c)-2(c). In the case of a partnership, such persons must own an aggregate of more than fifty percent of the profits interest or capital interest of the partnership. Id. Willard Jayne, Douglas Jayne and Gary Jayne’s controlling interest in the common stock of Jayne’s Motor Freight is sufficient to establish effective control. The Partnership Agreement for each Partnership Defendant divides the profits interests per partner as follows: Willard Jayne, eighty percent; Douglas Jayne, ten percent; and Gary Jayne, ten percent. The Internal Revenue Service 1065 Forms (“U.S. Partnership Return of Income”) prepared for each Partnership Defendant for the tax year 1988 reflect the same percentages of profit and loss sharing as set forth in the partnership agreements. U.S. Partnership Return of Income att. as Exs. I and K to Pis.’ Motion for Summ.J. Defendants’ ownership interests thus satisfy the “effective control” test established by treasury regulations. 2. Elizabethport and Bro-Jen as Trades or Businesses Under ERISA, the meaning of “trade or business” is the same as its meaning under the Internal Revenue Code, 26 U.S.C. § 414(c), and the regulations issued thereunder. 29 C.F.R. § 2612.2; see also Progressive Supermarkets, 644 F.Supp. at 637. Although there are numerous references to the phrase “trade or business” in the Internal Revenue Code, the phrase has “not been defined by either the Code or the Treasury regulations, nor has any authoritative judicial definition of the terms evolved.” Id. Defendants argue that the reference to “trade or business” in 29 U.S.C. § 1301(b)(1) requires some form of inter-company dealings in order to impose joint and several liability. Defs.’ Br. at 21. Accordingly, they argue that neither Elizabethport nor Bro-Jen is a trade or business and consequently cannot be held liable. Additionally, they argue they had no improper motive in creating Elizabethport and Bro-Jen and therefore are not subject to the withdrawal liability of Jayne’s Motor Freight. 29 U.S.C. § 1392(c). Courts have held that two entities engaged in a leasing relationship could be held to be trades or business under common control within the meaning of 29 U.S.C. § 1301(b)(1). Progressive Supermarkets, 644 F.Supp. at 638-39; Pension Benefits Guar. Corp. v. Center City Motors, 609 F.Supp. 409, 412 (S.D.Cal.1984) (holding that rental property under a net lease constitutes a trade or business); Teamsters Pension Trust Fund v. Malone Realty Co., 82 B.R. 346, 350 (Bankr.E.D.Pa.1988) (holding that a partnership or proprietorship that does no more than lease real estate, even on a net lease basis, constitutes a trade or business within the meaning of 29 U.S.C. § 1301(b)(1)). Under a leasing relationship, joint and several withdrawal liability would be imposed on both the lessor and lessee even if one of the entities bore nearly all of the responsibilities under the lease. Progressive Supermarkets, 644 F.Supp. at 639. The two entities would therefore be considered a single employer and be held jointly liable for withdrawal liability. Id.; see also Sheldon Hall, 862 F.2d at 1024; Board of Trustees of the W. Conference of Teamsters Pension Trust Fund v. Lafrenz, 837 F. 2d 892, 893 (9th Cir.1988); Center City Motors, 609 F.Supp. at 412. In this case, although an economic relationship is not necessary to find a “trade or business,” there is an economic relationship between Elizabethport and Jayne’s Motor Freight. At the time of withdrawal, Elizabethport leased its sole asset, the Elizabeth Property, to Jayne’s Motor Freight. W. Jayne Aff., ¶¶ 12-14; G. Jayne Aff., ¶ 3. The leasing relationship between Jayne’s Motor Freight and Elizabethport is not required to hold that Elizabethport is a “trade or business” within the meaning of 29 U.S.C. § 1301(b)(1), but is an additional reason to do so. Progressive Supermarkets, 644 F.Supp. at 638-39; Center City Motors, 609 F.Supp. at 412; Malone Realty, 82 B.R. at 350. Common ownership is the test. Bro-Jen owns and leases one property, the Southampton Property. W. Jayne Aff., ¶ 5; D. Jayne First Aff., ¶ 7; G. Jayne Aff., 114. Plaintiffs do not contend that Bro-Jen leases the Southampton Property to Jayne’s Motor Freight or that it is otherwise economically related to Jayne’s Motor Freight. Common ownership, however, is all that is required for joint and several liability to attach. Lafrenz, 837 F.2d at 894-95; DeBolt Transfer, 737 F.Supp. at 1443-44. As mentioned, no showing of an economic relationship is necessary under 29 U.S.C. § 1301(b)(1). In considering this very issue, the DeBolt Transfer court noted: Defendants contend that the establishment of control group liability requires proof of active supervision by the common owner, or at least some showing of economic relationship between members of the controlled group or its owners. These arguments are both legally misplaced and factually inaccurate____ In any event, this Court does not have to reach these issues since the existence or non-existence of inter-company transactions is not relevant to the existence of controlled group withdrawal liability. 737 F.Supp. at 1443-44 (emphasis added). The DeBolt Transfer court held, moreover, that “[wjhile it is true that the controlled group members in many of the decisions which are cited have had inter-company dealings and common ownership, under 29 U.S.C. § 1301(b)(1), common ownership alone is all that is required for joint and several controlled group withdrawal liability.” Id. at 1445 (emphasis added); accord Lafrenz, 837 F.2d at 894-95. Defendants also attempt to stave off joint and several liability by arguing that they lack the “evade or avoid” motive required to impose liability. According to Defendants, ERISA’s controlled group withdrawal liability provisions were enacted to “prevent a business from limiting its responsibilities under ERISA by the fractionalization of its business operations.” Defs.’ Br. at 22-23 (quoting Center City Motors, 609 F.Supp. at 412). As such, Defendants contend that absent a motive to “fractionalize,” or to “evade and avoid” liability, neither Elizabethport nor Bro-Jen can be held jointly and severally liable. Defs.’ Br. at 22-24. ERISA joint and several liability, however, is not contingent on a finding of a motive to fractionalize. See, e.g., DeBolt Transfer, 737 F.Supp. at 1443-44. Although the purpose of controlled group liability is to prevent the creation of related entities to avoid liability, courts do not rely upon findings of improper motive or evasion to hold “trade or business” members of a controlled group liable. “The statute provides for controlled group liability without inquiry into the purposes for creating the entities within the controlled group.” Connors v. Petitte Bros. Mining Co., Inc., No. 87-0490, 1989 WL 3723 (D.D.C. 2 March 1989). As the DeBolt Transfer court noted: The significance of the statutory determination that all members of the controlled group are to be treated as though they constitute a single employer is that the Fund is not required to prove that the controlled group members abused their separate identities to evade or avoid withdrawal liability. The Fund is not required to show anything other than mere common ownership. 737 F.Supp. at 1142 (emphasis added). Moreover, the policy against fractionalization operates only inasmuch as it is consistent with promoting the central purpose of ERISA. Congress designed ERISA to protect the interests of participants and beneficiaries in financially distressed multiemployer plans and to ensure the security of such benefits to plan participants. See, e.g., Barker & Williamson, 788 F.2d at 127. Allowing controlled group members to escape liability by merely asserting lack of bad faith (or lack of a fractionalization motive) would defeat the purpose behind ERISA. Joint and several liability is therefore properly imposed in this case against the controlled group members. D. Personal Liability of Willard Jayne and Gary Jayne Plaintiffs contend that Willard Jayne and Gary Jayne are personally liable for the withdrawal liability of Jayne’s Motor Freight in their capacities as partners of Elizabethport and Bro-Jen. Pls.’ Br. at 19-21. For the reasons previously stated, the Partnership Defendants are jointly and severally liable as members of the controlled group. Sheldon Hall, 862 F.2d at 1024; Flying Tiger, 830 F.2d at 1244; Barker & Williamson, 788 F.2d at 123; DeBolt Transfer, 737 F.Supp. at 1442; Progressive Supermarkets, 644 F.Supp. at 636. The status of Willard Jayne and Gary Jayne as partners of Elizabethport and Bro-Jen, in turn, subjects them to the liability of the Partnership Defendants as “the proprietor[s’] [or partners’] personal assets and the proprietor[s’] [or partners’] business assets are legally a single financial estate.” Sheldon Hall, 862 F.2d at 1025; see also Progressive Supermarkets, 644 F.Supp. at 642 (court construed ERISA to provide for liability by partners in their capacity as individuals for withdrawal liability of general partnership which was under common control with withdrawing employer). The Individual Defendants argue that even if they may be individually liable, the pending Bankruptcy Proceeding for Jayne’s Motor Freight mandates, at the very least, a stay of the current proceedings. Defs.’ Br. at 28-32. Jayne’s Motor Freight’s pending Chapter 7 Bankruptcy, however, does not alter the personal liability of Willard Jayne and Gary Jayne in their capacities as partners of Elizabethport and Bro-Jen. Their personal liability for the withdrawal liability of Jayne’s Motor Freight is based on their status as co-partners in the Partnership Defendants rather than on their status as corporate officers or shareholders of Jayne’s Motor Freight. The bankruptcy of Jayne’s Motor Freight therefore does not relieve Willard Jayne and Gary Jayne of their personal liability. Even if the partnerships themselves were undergoing dissolution procedures, personal liability may still attach to Willard Jayne and Gary Jayne: Congress explicitly provided for individual liability of employers who operate as sole proprietors [or partnerships] in 29 U.S.C. § 1405(c)____ Section 1405(c) protects only those assets which would be exempt under the Bankruptcy Code from being used to satisfy withdrawal liability of sole proprietors. The clear implication, therefore, is that other personal assets of an individual which are not exempt under the Bankruptcy Code may be used to satisfy a sole proprietor’s withdrawal liability. Sheldon Hall, 862 F.2d at 1024. The rule imposing personal liability on Willard Jayne and Gary Jayne is also consistent with general partnership law which holds partners liable for the obligations of their partnership, absent an agreement to the contrary. The law of New Jersey, the state in which Elizabethport and Bro-Jen were formed and operate, provides that “[a]ll partners are liable____(b) Jointly for all other debts and obligations of the partnership____” NJ.Stat.Ann. § 42:1-15. The Individual Defendants raise no genuine issue of material fact as to their status as partners of entities found to be in common control with Jayne’s Motor Freight. Personal liability is therefore properly imposed on Willard Jayne and Gary Jayne. Summary judgment against these Individual Defendants is appropriate. E. Plaintiffs’ Compliance With Notification Requirements Satisfaction of the notification requirements of Section 1399(b)(1) is a precondition for withdrawal liability. 29 U.S.C. § 1399(b)(1). Therefore, even if the Defendants are jointly and severally liable, Plaintiffs must still show they afforded adequate notice of the withdrawal liability to Jayne’s Motor Freight or other members of the controlled group. To comply with statutory notice provisions, Plaintiffs were required to, “as soon as practicable after an employer’s complete or partial withdrawal,” notify the employer of the “amount of liability,” “the schedule for liability payments,” and “demand payment in accordance with the schedule.” Id., § 1399(b)(1). Although section 1399(b)(1) is explicit as to the type of information the notification is to contain, the statute is silent on how this notice is to be provided. The statute merely dictates that the plan sponsor “notify the employer” of the liability and provide a schedule for the liability payments and to demand payment in accordance with the statute. Id., § 1399(b)(1). When a statute is silent on the type of notice required, a court must look to Congress and applicable case precedent to determine what type of notice requirements best comports with legislative purpose and minimum constitutional requirements of due process. Congress enacted the MPPAA “(1) to protect the interests of participants and beneficiaries in financially distressed multiemployer plans, and (2) ... to ensure benefit security to plan participants.” Barker & Williamson, 788 F.2d at 127 (quoting H.R.Rep. No. 869, 96th Cong., 2d Sess. 71, reprinted in 1980 U.S.Code Cong. & Ad. News 2918, 2939); see also Sheldon Hall, 862 F.2d at 1021. The Barker & Williamson court held, moreover, that: Liberal construction of the MPPAA’s notice provisions in favor of pension funds would be consistent with both these goals. Courts have indicated that because ERISA (and the MPPAA) are remedial statutes, they should be liberally construed in favor of protecting the participants in employee benefit plans. Smith v. CMTA-I.A.M. Pension Trust, 746 F.2d 587, 589 (9th Cir.1984); Rettig v. PBGC, 744 F.2d 133, 155 (D.C.Cir. 1984). 788 F.2d at 127. Defendants argue they are not jointly and severally liable for the withdrawal liability of Jayne’s Motor Freight because Plaintiffs have failed to notify them of their liability as required by ERISA. Defs.’ Br. at 7-17. Plaintiffs contend they have met the notification requirements. Pis.’ Reply Br. at 2-11. At issue is whether notice to Jayne’s Motor Freight and to the Individual Defendants was adequate and whether it served as notice to all members of the controlled group subject to the withdrawal liability of Jayne’s Motor Freight. When interpreting ERISA, “[courts] should consider the views of the PBGC and the IRS. For a court to attempt to answer these questions without the views of the agencies responsible for enforcing ERISA, would be to ‘embar[k] on a voyage without a compass.’ ” Huber v. Casablanca Indus., Inc., 916 F.2d 85, 97 (3d Cir.1990) (quoting Mead Corp. v. Tilley, 490 U.S. 714, 726, 109 S.Ct. 2156, 2164, 104 L.Ed.2d 796 (1989)), petition for cert. filed (9 January 1991). According to the PBGC: [U]nder ERISA there is a unity of interest in the case of a controlled group of corporations since the entire group is considered to be a single employer for withdrawal liability and other purposes. Therefore, PBGC believes that a notice of default sent to the contributing entity which is a member of a controlled group of corporations, within the meaning of section 4001(b)(1), constitutes constructive notice to the other members of the same controlled group. Thus, PBGC finds that section 4219(c)(5)(A) does not require notice to the other members of a controlled group. Barker & Williamson, 788 F.2d at 127 (quoting Notice and Collection of Withdrawal Liability, 49 Fed.Reg. 22642, 22644) (Discussion of Public Comments on Final Rule to be codified at 29 C.F.R. § 2644.1-2644.4) (emphasis supplied by the Barker & Williamson court). Other courts which have dealt with this specific issue of constructive notice to members of a controlled group are in accord with the Barker & Williamson approach. See, e.g., Sheldon Hall, 862 F.2d at 1024 (holding that notice to withdrawing employer and partnership under common control was notice to partner in his individual capacity); Yahn & McDonnell, 787 F.2d at 132 n. 3 (holding that notice to subsidiary corporation constituted notice to its parent); DeBolt Transfer, 737 F.Supp. at 1442-43 (holding that notice to withdrawing employer sufficient to hold individual who was in common ownership liable); Connors v. Calvert Dev. Co., 622 F.Supp. 877, 881-882 (D.D.C.1985) (holding that notice to employer constituted notice to all other members of controlled group even though they have not been served with separate notices of liability). Under the scenario most favorable to the Defendants, Willard Jayne, Douglas Jayne and Gary Jayne received notice of the withdrawal liability on 8 March 1990, the date they admitted they received a copy of the Demand Letter, W. Jayne Aff., 1124; D. Jayne First Aff., 111118, 19; G. Jayne Aff., H 17, after their attorney forwarded to them a copy of the Demand Letter originally received by Levitt. Notice to Willard Jayne, Douglas Jayne and Gary Jayne is therefore notice to all other members of the controlled group, including Elizabeth-port and Bro-Jen. See Barker & Williamson, 788 F.2d at 127; Sheldon Hall, 862 F.2d at 1024; Yahn & McDonnell, 787 F.2d at 132 n. 3; DeBolt Transfer, 737 F.Supp. at 1442-43. Defendants argue, however, that they received the Demand Letter by “happenstance.” Defs.’ Br. at 12 n. 3. Such notice, according to Defendants, is flawed and not authorized by ERISA. Id. at 7-17. Defendants cite Kaszuk v. Bakery & Confectionary Union, 638 F.Supp. 365, 370 (N.D.Ill.1984), aff'd in part and rev’d in part, 791 F.2d 548, 557 (7th Cir.1986), for the proposition that such notice received inadvertently cannot validate an otherwise invalid attempt at providing notice. The Kaszuk opinion, cited by Defendants, holds that the “Fund may not rely upon methods of notification found to be inadequate under ERISA to show that a participant received notice.” 791 F.2d at 557. That case involved specific regulations (the “Regulations”) which governed notice to plan participants, not the employer, of the benefits available under the pension plan. These Regulations provide for notice to be given “in person, by mailing, by posting, or by printing it in a publication of ... an employee organization which is distributed in such a manner so as to be reasonably available to such employee.” 26 C.F.R. § 1.7476-2(c)(l). In Kaszuk, the court held the fund’s placement of relevant documents in various locations in the plant where the employees worked and advertisements in a newspaper failed to satisfy the notice requirements of the Regulations. Kaszuk, 791 F.2d at 556. Consequently, the attempted notice was improper and notice received by an employee who happened upon the relevant documents did not satisfy ERISA notice requirements. In the present case, no comparable regulations specify how notice is to be provided to the withdrawing employer. The rerouting of the Demand Letter therefore does not necessarily fail ERISA’s notice requirements. Accordingly, the Kaszuk opinion does not control the issue of notice as presented in these motions. There is no requirement in section 1399(b)(1) that notice be given directly from a pension fund to either the contributing employer or other controlled group members. Defendants erroneously assert that ERISA’s statutory notification standards require some “stringent” form of actual notice to Jayne’s Motor Freight, or at the very least to a member of the controlled group, before withdrawal liability can be assessed. Defs.’ Br. at 4-7; Defs.’ Reply Br. at 13-17. According to Defendants, constructive notice to the contributing employer, Jayne’s Motor Freight, is not sufficient to impute notice constructively to other members of the controlled group. Id. Defendants argue that ERISA requires “actual” notice of the withdrawal liability to be given to the employer. Defs.’ Br. at 7-9. The terms “actual” or “constructive” notice are not terms found in the language of section 1399(b)(1). Defendants’ reliance on this argument is misguided. Actual notice to the contributing employer, Jayne’s Motor Freight, is not a prerequisite to determining that notice was given to other members of the controlled group. Rather notice to any member of a controlled group is sufficient to impute notice to any other member of the controlled group. See, e.g., Sheldon Hall, 862 F.2d at 1024; Barker & Williamson, 788 F.2d at 127; Yahn & McDonnell, 787 F.2d at 132 n. 3. In support of their position, however, Defendants quote the following language from the Third Circuit: “deeming that actual notice to the employer serves as constructive notice to [the controlled group] is consistent with ... ERISA.” Defs.’ Br. at 12 (quoting Barker & Williamson, 788 F.2d at 127) (emphasis added in brief). Defendants misread the opinion. Holding that actual notice is consistent with ERISA does not mean that only actual notice will meet ERISA’s statutory notice requirements. Constructive notice to controlled group members satisfies the notice requirements of section 1399(b)(1). Sheldon Hall, 862 F.2d at 1024; Barker & Williamson, 788 F.2d at 127; Yahn & McDonnell, 787 F.2d at 132 and n. 3. In further support of their position, Defendants cite cases which they contend require actual notice where a statute or contract requiring notice fails to specify the method of notice. Defs.’ Reply at 4. The cases they cite, however, do not stand for the proposition that actual notice is required. See Creasy v. United States, 4 F.Supp. 175, 178 (W.D.Va.1933); Franks v. Bowman Transp. Co., 495 F.2d 398, 404-05 (5th Cir.), rev’d on other grounds, 424 U.S. 747, 96 S.Ct. 1251, 47 L.Ed.2d 444 (1976); General Motors Corp. v. Swan Carburetor Co., 88 F.2d 876, 885 (6th Cir.), cert. denied, 302 U.S. 691, 58 S.Ct. 49, 82 L.Ed. 534 (1937); In re Venson, 234 F.Supp. 271, 272 (N.D.Ga.1964), aff'd, 337 F.2d 616 (1964). Rather, these cases hold that various notice requirements of private contracts and other non-ERISA statutes were not met where parties received no notice whatsoever. In those situations where no notice was provided, actual notice was required. In this case, it is undisputed that Willard Jayne, Douglas Jayne and Gary Jayne received a copy of the Demand Letter. W. Jayne Aff., ¶ 24; D. Jayne First Aff., ¶¶ 18, 19; G. Jayne Aff., ¶ 17. This suffices as notice to all other members of the controlled group. See Barker & Williamson, 788 F.2d at 127; Sheldon Hall, 862 F.2d at 1024; Yahn & McDonnell, 787 F.2d at 132 n. 3; DeBolt Transfer, 737 F.Supp. at 1442-43. Defendants raise no genuine issue of material fact that they did not receive a copy of the 8 March 1990 Demand Letter. As a matter of law, they are deemed to have received notice when they received the Demand Letter on 8 March 1990. F. Other Notice Attempts 1. Notice to the Bankruptcy Attorneys Plaintiffs’ first attempt at notification occurred on 17 November 1988 when Vaccaro sent a Demand Letter to Jayne’s Motor Freight via registered mail. Defendants contend the letter did not constitute sufficient notice because they did not actually receive the Demand Letter at that time and because it was received by a person not authorized as an agent for them. The act of sending the Demand Letter, in and of itself, does not guarantee receipt of notice and Plaintiffs may not rely on this alone to establish they have met notice requirements. Beasley v. Wollman, No. 85-7338, slip op., 1986 WL 4827 (E.D.Pa. 18 April 1986) (no notice where Post Office failed to deliver demand letter). The fact that Levitt, bankruptcy trustee for Jayne’s Motor Freight, received the Demand Letter also does not constitute notice unless it can be established that Levitt was either an actual or apparent agent of Jayne’s Motor Freight or the other members of the controlled group or that he forwarded it to one of the Defendants. The same can be said of Wasserman, an attorney retained by Jayne’s Motor Freight to represent it in Chapter 11 Bankruptcy. Although Levitt had forwarded a copy of the Demand Letter to Wasserman on 24 November 1988, Plaintiffs do not contend that either Levitt or Wasserman forwarded a copy of the demand letter to Defendants before 8 March 1990. Plaintiffs contend that notice to the withdrawing employer’s attorney of record in the bankruptcy proceedings was sufficient notice to the debtor. Pls.’s Reply Br. at 8. The decisions which have held that notice to a bankruptcy trustee, such as a proof of claim, constitutes sufficient notice have involved Chapter 11 bankruptcy proceedings. See, e.g., Central States, S.E. and S.W. Area Pension Fund v. Superior Moving Servs., Inc., No. 89 C 7385, slip op., 1990 WL 19890 1990 U.S.Dist.LEXIS 2066 (N.D.Ill. 20 February 1990). For purposes of this dispute, the difference between Chapter 7 and Chapter 11 proceedings rests on the relative functions the trustee and attorney play in these proceedings and the impact of these functions on the likelihood that the withdrawing employer will receive notice. In a Chapter 11 proceeding, the debtor corporation is generally “allowed to continue operating itself as debt- or-in-possession. Hence, proofs of claim scheduled in the bankruptcy are generally seen by the debtor-in-possession and/or its counsel.” Superior Moving Services, 1990 WL 19890, 1990 U.S.Dist.LEXIS 2066. The Proof of Claim in this case was filed on 23 February 1989. Proof of Claim att. as Ex. A to Pis.’ Reply Br. The Chapter 11 Bankruptcy was previously converted to a Chapter 7 liquidation proceeding on 29 January 1988. Wasserman Aff., 114; W. Jayne Aff., II16. Wasserman, at the time he received the Demand Letter from Levitt, was no longer functioning in his capacity as the Defendants’ attorney in a Chapter 11 proceeding. It cannot be said, therefore, that Wasserman properly received notice on behalf of Defendants at the time the Proof of Claim was filed. In a Chapter 7 proceeding, the court appoints a trustee to oversee the dissolution. The trustee for the corporation has “no duty to inform the debtor corporation or its shareholders of proofs of claim or to in any way notify them of claims against the corporation.” Superior Moving Services, 1990 WL 19890, 1990 U.S.Dist.LEXIS 2066. Thus, notice to Levitt cannot be said to be notice to Defendants. 2. Receipt of Notice of Delinquent Payments on 24 April 1990 After failing to receive a reply from Defendants to the Demand Letter, the Fund Administrator sent letters on 23 April 1990 to Elizabethport and each of its three general partners. The letters notified them that Jayne’s Motor Freight was delinquent in making its withdrawal liability payments and that each is responsible for the withdrawal liability. The certified letters were claimed by Douglas Jayne on 24 April 1990. Vaccaro Aff., Exhibit “A”, 1115. A notice of default has been held to be a sufficient notice of demand for payment. Debreceni v. George Lamoureux & Co., 629 F.Supp. 598, 601 (D.Mass.1986). Plaintiffs’ notice of default serves as notice to Defendants of their withdrawal liability. Id. As discussed above, however, the 8 March 1990 notice date serves as the effective date of notice and the date from which the time period to request review of arbitration is calculated. 3. Plaintiffs ’ Filing of Proof of Claim in the Bankruptcy Proceeding on 23 February 1989 Plaintiffs do not seriously contend that the Proof of Claim filed in the Bankruptcy Proceeding, independent of the notice it may provide to the attorneys, operates as notice. The entire argument of the parties in support of and in opposition to this contention are contained in three short paragraphs and a footnote. As Defendants noted, support for this proposition is sparse. Defs.’ Reply Br. at 15 and n. 17. For the purposes of this dispute, the Proof of Claim will not suffice as notice. G. Waiver of Arbitration and Right to Review of Withdrawal Liability Under ERISA, requests for review of withdrawal liability and arbitration procedures must be initiated within certain statutorily prescribed time limits. To dispute a plan sponsor’s determination of liability as set forth in the plan’s demand letter, the employer must inform the plan sponsor of its disagreement and request a review of the determination within ninety days of receipt of notification. 29 U.S.C. § 1399(b)(2)(A)(i). An employer is still obligated to make withdrawal payments even if the employer disputes the existence or amount of withdrawal liability and has properly initiated review and arbitration. Id., § 1399(c)(2). The plan sponsor must then review the determination and notify the employer of its decision and the reasons upon which the decision was based. Id., § 1399(b)(2)(B). If the employer thereafter fails to initiate an arbitration proceeding within the time limitations set forth in 29 U.S.C. § 1401(a)(1), “the amount demanded by the plan sponsor ... shall be due and owing on the schedule set forth by the plan sponsor.” Id., § 1401(b)(1). Failure to adhere to these provisions constitutes a waiver of the right to later contest the amount of withdrawal or status as members of a controlled group in later litigation. Barker & Williamson, 788 F.2d at 128 (holding that failure of controlled group members to contest their status as members of the controlled group subjected them to the full amount of withdrawal liability as determined by the pension fund); see also Shiffert v. Tri-State Uniform, Inc., No. 87-7346, 1988 WL 65942, *2-3, 1988 U.S.Dist.LEXIS 5820, *6-8 (E.D.Pa. 22 June 1988) (holding that defendants waived their rights to contest issues of their liability as controlled group members and the amount of liability by failing to arbitrate). Defendants received notice on 8 March 1990. No attempts to initiate review or arbitration proceedings within the statutorily prescribed time period were made by Defendants. Because no genuine issues of material facts have been raised regarding the failure to initiate review or arbitration proceedings, Defendants have waived their right to contest the existence or amount of the withdrawal liability. Arbitration is an integral part of MPPAA’s scheme to “secure the financial health of multiemployer pension plans.” Flying Tiger, 830 F.2d at 1248; see also Colteryahn Dairy, 847 F.2d at 117. The Third Circuit has noted: Flying Tiger, 830 F.2d at 1248 (quoting Robbins v. Chipman Trucking, Inc., 8 Employee Benefits Ca. (BNA) 1251, 1258 (N.D.Ill.1986)). The court emphasized that “ ‘arbitration, and not the courts, is the proper forum for the initial resolution of disputes [under the MPPAA].’ ” Id at 1249 (quoting Republic Indus., Inc. v. Central Pa. Teamsters Pension Fund, 693 F.2d 290, 295 (3d Cir.1982)). Arbitration of withdrawal liability disputes substantially reduces the expenses incurred by multiemployer plans while it bears a burden that would otherwise fall on the federal courts. “[Arbitration promotes judicial economy and j