United States District Court, D. Massachusetts
TRUSTEES OF THE IRON WORKERS DISTRICT COUNCIL OF NEW ENGLAND PENSION, HEALTH AND WELFARE ANNUITY, VACATION, AND EDUCATION FUNDS, AND OTHER FUNDS Plaintiffs,
MONADNOCK STEEL & PRECAST LLC; MONADNOCK IRON, LLC; AND MARK AHO Defendants.
MEMORANDUM AND ORDER
B. SARIS PATTI B. SARIS, CHIEF UNITED STATES DISTRICT JUDGE.
an action under the Employee Retirement Income Security Act
(“ERISA”), 29 U.S.C. § 1132, to recover
delinquent contributions to trust funds administered by
Plaintiffs, Trustees of the Iron Workers District Council of
New England Pension, Health & Welfare, Annuity, Vacation,
Education Funds (“Trustees”). Defendants,
Monadnock Steel & Precast LLC (“Monadnock
Steel”), Monadnock Iron, LLC (“Monadnock
Iron”), and Mark Aho have filed a motion to dismiss or,
in the alternative, for summary judgment (Docket No. 8).
After hearing, the Court DENIES the
motion to dismiss and DENIES the
motion for summary judgment without prejudice.
all reasonable inferences are drawn in favor of Plaintiffs,
the complaint alleges the following facts.
Aho owned and managed Monadnock Iron, a limited liability
company located in Rindge, New Hampshire, which engaged in
steel erection and installation subcontracting. On October
30, 2007, Aho signed a collective bargaining agreement on
behalf of Monadnock Iron with local unions
(“Iron-CBA”), which required it to make
contributions to the Taft-Hartley trust fund administered by
Plaintiffs for each hour worked by any employee for pension,
health insurance, and other employee benefits. Monadnock Iron
was dissolved in July 2011.
September 2015, to avoid the Iron-CBA, ASho formed Monadnock
Steel, located at 52 Whittemore Hill Road, New Ipswich, New
Hampshire, which was previously the Registered Office Address
provided for the Registered Agent of Monadnock Iron, Aho.
Like Monadnock Iron, its principal purposes are steel
erection and installation subcontracting. As owner or
controller of Monadnock Steel, Aho submits bids to customers,
negotiates bid prices, engages in other contract
negotiations, hires employees, and coordinates the work and
operation of Monadnock Steel. Operating under Monadnock
Steel, Aho refused to pay contributions on at least three
construction sites in Massachusetts.
reviewing a motion to dismiss the Court asks “whether
the well-pleaded factual allegations, viewed in the light
most favorable to the plaintiff, state a claim for which
relief can be granted.” Germanowski v. Harris,
854 F.3d 68, 71 (1st Cir. 2017). Plaintiffs' facts, which
are taken as true, and the inferences they support must
“‘plausibly narrate a claim for
relief.'” Id. at 71 (quoting Schatz v.
Republican State Leadership Comm., 669 F.3d 50, 55 (1st
claim to be plausible, it must plead “factual content
that allows the court to draw the reasonable inference that
the defendant is liable for the misconduct alleged.”
Germanowski, 854 F.3d at 72 (quoting Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009)). However, “a
complaint need not plead facts sufficient to make a prima
facie case or allege all facts necessary to succeed at
trial.” Medina-Velázquez v.
Hernández-Gregorat, 767 F.3d 103, 108 (1st Cir.
2014). A well-pleaded complaint can go forward even if
recovery is unlikely and proof of the necessary facts are
unviable. See id. at 109; see also Bell Atl.
Corp. v. Twombly, 550 U.S. 544, 556 (2007);
Ocasio-Hernández v. Fortuño-
Burset, 640 F.3d 1, 12 (1st Cir. 2011).
“Ultimately, ‘the relevant inquiry focuses on the
reasonableness of the inference of liability that the
plaintiff is asking the court to draw from the facts alleged
in the complaint.'”
Medina-Velázquez, 767 F.3d at 109 (quoting
Ocasio-Hernández, 640 F.3d at 13) (internal
brackets removed). The court may take judicial notice of
undisputed facts from public records. See Giragosian v.
Ryan, 547 F.3d 59, 66 (1st Cir. 2008) (“A court
may consider matters of public record in resolving a Rule
12(b)(6) motion to dismiss.”).
allege that Aho formed Monadnock Steel as an alter ego in
order to avoid the contributions under the Iron-CBA.
Monadnock Steel, they allege, is substantially similar to
Monadnock Iron with respect to business purposes, ownership,
management, customers, and operations in manner, activity,
and geographic area. Defendants contend that Monadnock Steel
was formed four years after Monadnock Iron by Aho's
son-in-law and that it is not an alter ego. They deny that
Aho owns or controls Monadnock Steel. Both sides have
submitted warring affidavits. Because there has been no
discovery, the Court will address the motion to dismiss, and
defer ruling on summary judgment.
the alter ego doctrine, “in certain situations one
employer entity will be regarded as a continuation of a
predecessor, and the two will be treated interchangeably for
purposes of applying labor laws.” NLRB v. Hosp. San
Rafael, Inc., 42 F.3d 45, 50 (1st Cir. 1994). The nature
of an alter ego claim is that the new or successor company
operates as a straw man or as a “disguised
continuance” in order to avoid liability. Southport
Petroleum Co. v. NLRB, 315 U.S. 100, 106 (1942). Alter
ego claims can “prevent the evasion of pension
obligations, thereby protecting employee benefits and denying
employers an unearned advantage in [their] labor
activities.” Groden v. N&D Transp. Co.,
866 F.3d 22, 27 (1st Cir. 2017) (internal citations omitted).
Several factors are used to determine whether an alter ego
exists including “continuity of ownership, similarity
of the two companies in relation to management, business
purpose, operation, equipment, customers, supervision, and
anti-union animus - i.e., whether the alleged alter ego
entity was created and maintained in order to avoid labor
obligations.” Id. at 27 (internal citations
and quotations omitted). However, “[n]o one factor is
controlling, and all need not be present to support a finding
of alter ego status.” C.E.K. Indus. Mech.
Contractors, Inc. v. NLRB, 921 F.2d 350, 354 (1st Cir.
assessing continuity of ownership, courts consider family
relationships between the two companies and who is exerting
financial control. See Mass. Carpenters Cent. Collection
Agency v. Belmont Concrete Corp., 139 F.3d 304, 309 (1st
Cir. 1998) (“Continuity of ownership has been found to
exist when the nonsignatory and signatory companies are owned
by members of the same family . . . . This [is] especially
telling when the named owners of the nonsignatory have little