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Local 100, Transport Workers Union, AFL-CIO v. Rosen

July 13, 2007

LOCAL 100, TRANSPORT WORKERS UNION, AFL-CIO; ROGER TOUSSAINT, AS PRESIDENT OF LOCAL 100, TRANSPORT WORKERS UNION, AFL-CIO; AND WAYNE BRYAN, PLAINTIFFS,
v.
BERNARD ROSEN, MARGARET CONNOR, MARK PAGE, MARGE HENNING AND SUSAN KUPFERMAN, AS EMPLOYER TRUSTEES OF THE T.W.U. - NEW YORK CITY PRIVATE BUS LINES PENSION TRUST, DEFENANTS.



The opinion of the court was delivered by: Robert P. Patterson, Jr., U.S.D.J.

This is a Motion for a Preliminary Injunction brought by Plaintiffs, Local 100, Transport Union, AFL-CIO ("Local 100/the Union"), Roger Toussaint, as President of Local 100, and Wayne Bryan against Defendants, Bernard Rosen, Margaret Connor, Mark Page, Marge Henning and Susan Kupferman, as Employer Trustees of the T.W.U. -New York City Private Bus Lines Pension Trust ("Employer Trustees").*fn1 For the reasons that follow, Plaintiffs' motion is denied.

BACKGROUND

A. Factual Background

In or around 1963 several private bus companies operating in New York City and Local 100, which represented certain employees of those companies, established the T.W.U. -- New York City Private Bus Lines Pension Trust ("the Trust") through a collective bargaining agreement. The first Trust Agreement was dated November 23, 1963, and was signed by the Union, the employers and the then-serving trustees. (See Declaration of Ed Watt, dated June 21, 2006 ("Watt Decl.") ¶ 3; Pls. Supplemental Repl. Mem. of Law, dated July 3 ("Pl. Suppl. Repl.") Ex. A. (Trust Agreement).) The Trust Agreement has been amended twice: first in 1976 and then in 1999. (Id.)

The trust is governed by ten trustees who manage the trusts assets pursuant to the Trust Agreement and the requirements of the Employee Retirement Income Security Act ("ERISA"). Pursuant to the Labor Management Relations Act ("LMRA") § 302(c)(5), 29 U.S.C. § 186(c)(5), five of the trustees are designated by the Union ("Union Trustees") and five are designated by the employers ("Employer Trustees") who were parties to collective bargaining agreements with the Union as of its most recently executed trust agreement. (See Pl. Mem. of Law in Supp. of. Mot. for a Prelim. Inj. ("Pl. Mem."), dated June 21, 2006 at 3.)*fn2

Until the Manhattan Transit Authority ("MTA") took over the private bus lines in 2005 and 2006, the Trust maintained two plans ("the Plans"), a pension plan and a 401(k) plan. (See id. at 2.) Pursuant to collective bargaining agreements, the employer bus companies made contributions to the Trust. In 2004, the MTA was given control over the bus routes operated by seven private bus companies, including the three employers associated with the Trust. (See Affidavit of Scott Gold ("Gold Aff."), dated June 27, 2006 ¶ 2.) Subsequently, the MTA acquired all of the assets of the three employers associated with the trust.*fn3 As a result, pursuant to Section 4041A of ERISA, 29 U.S.C. § 1341a,*fn4 the employers no longer contribute to the Pension Plan. (Id. ¶ 16.)

On January 30, 2006, the Employer Trustees resigned and the current Defendants were appointed in their stead. (Watt Decl. ¶ 12.) On March 2, 2006, the Defendants made a motion to effectuate a merger of the Trust's Pension Plan into the MTA Defined Benefit Plan ("the MTA plan"). (Gold Aff. ¶ 18; Ex. D (Proposed Resolution) at 1.)*fn5

They circulated the following resolutions:

[T]hat the merger of the Plan into the MTA plan pursuant to an Agreement in substantially the form attached hereto is approved.

[T]hat the Trustees shall execute such Agreement in substantially the form attached hereto, subject only to such non-substantive changes as may be determined by them to be necessary or desirable to facilitate such merger . . . .

[T]hat the proper officers, employees and administrators of the Plan are authorized and directed to take any such actions as are necessary or desirable to effect the merger and the intent of the foregoing resolutions. (Id. Ex. D at 2-3.) All five Employer Trustees voted in favor of the merger, all five Union Trustees voted against the merger. (See Aff. of [Employer Trustee] Mark Page, dated June 27, 2006 ¶ 4.)*fn6 According to Mr. Page, who "moved the Resolutions to merge the Fund," (id.), the Union Trustees moved to "table the motion for merger of the Fund." (Id. ¶ 5.) Presumably, the Employer Trustees voted against tabling the motion,*fn7 since, according to Defendants, "the Union Trustees first initiated the deadlock rules from Section 3.7(5) of the Trust Agreement and demanded arbitration to decide the deadlock of their motion to table motion on the Merger." (Gold Aff. ¶ 19.) *fn8

On March 3, 2006, Mark E. Brossman, attorney for the Employer Trustees, sent a letter to Jacquelin F. Drucker, Esq., informing her that "[a]t the March 2, 2006 meeting of the Board of Trustees . . . the Employer Trustees and the Union Trustees deadlocked on the Employer Trustees' motion to merge the Fund with the MTA Defined Benefit Pension Plan" and that "[p]ursuant to the Trust's procedures, you have been jointly selected as an arbitrator of Trustee deadlocks." (Id. Ex. F (Letter from Mark E. Brossman, dated March 3, 2006).) Two days of arbitration hearings were held on May 15 and June 23, 2006. No further hearings have been held, but, according to Defendants, "[a]t present, the final two days of the deadlock arbitration hearing are scheduled for July 24 and 27, 2007. (Def. Suppl. Mem. at 1 n.3.)

B. Procedural Background

On June 21, 2006, Plaintiffs brought an action for a declaratory judgment that the deadlock arbitration commenced by Defendants violates LMRA and ERISA, and for an injunction permanently barring Defendants from continuing with the arbitration. Plaintiffs also moved for a preliminary injunction and temporary restraining order to prevent the arbitration from continuing. Defendants filed opposition papers on June 27, 2006. On June 28, 2006, an argument was held. At the close of argument, the Court told Plaintiffs that, on the papers before it, they did not have grounds for a preliminary injunction. (See Transcript, dated June 28, 2006 ("6/28 Tr.") at 41.) However, the Court granted Plaintiffs' request to file reply papers. (Id.) Plaintiffs then requested that the motion be put on the Court's suspense docket, pending settlement discussions. (See Letter from Judith Broach Esq., dated December 28, 2006.) On April 19, 2007, after receiving notice that the settlement discussion had not been fruitful, the Court ordered Plaintiffs to file their reply papers. On April 20, 2007 ...


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