Michael Holland v. Arch Coal, Inc. ( 2020 )

United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued September 19, 2019 Decided January 17, 2020
No. 18-7159
MICHAEL H. HOLLAND, AS TRUSTEE OF THE UMWA 1992
BENEFIT PLAN, ET AL.,
APPELLEES
v.
ARCH COAL, INC.,
APPELLANT
Appeal from the United States District Court
for the District of Columbia
(No. 1:17-cv-00300)
John R. Woodrum argued the cause and filed the briefs for
appellant.
Stephanie Schuster argued the cause for appellees. With
her on the brief were John R. Mooney, Paul A. Green, John C.
Goodchild, III, Bryan Killian, and Stanley F. Lechner. Diana
M. Bardes entered an appearance.
Before: TATEL and SRINIVASAN, Circuit Judges, and
GINSBURG, Senior Circuit Judge.
Opinion for the Court filed by Senior Circuit Judge
GINSBURG.
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GINSBURG, Senior Circuit Judge: The Coal Industry Retiree
Health Benefit Act of 1992 (Coal Act) created the United Mine
Workers of America 1992 Benefit Plan (1992 Plan) to provide
benefits to retirees of coal companies that had signed retiree
benefits agreements with the Union. Certain of those
companies, referred to here as “1988 last signatory operators,”
or LSOs for short, are responsible for financing the benefits
provided by the 1992 Plan. The Trustees of the 1992 Plan seek
to compel Arch Coal to provide security pursuant to the Coal
Act as a person related to an LSO. Arch Coal argues the Coal
Act does not require related persons to provide security – as
opposed to financing benefits – or alternatively that the security
previously provided on behalf of Arch Coal’s former
subsidiaries (or the proceeds thereof) already satisfied the
requirement.
We hold the Coal Act requires Arch Coal, as a person
related to an LSO, to provide security and that the security
previously provided on behalf of Arch Coal’s former
subsidiaries does not satisfy that requirement. We therefore
affirm the judgment of the district court.
I. Background
Starting in 1947, the Union and the operators negotiated a
series of National Bituminous Coal Wage Agreements
(“NBCWAs”), E. Enters. v. Apfel, 524 U.S. 498, 505–11
(1998), under which the operators “agreed to pay benefits not
only for their workers but also for workers whose employers
had failed to meet their obligations under the agreement, so-
called orphaned workers,” Holland v. Williams Mountain Coal
Co., 256 F.3d 819, 821 (D.C. Cir. 2001). Over time “more and
more coal operators abandoned the Benefit Plans” created by
these NBCWAs, forcing “the remaining signatories . . . to
absorb the increasing cost of covering retirees left behind by
3
exiting employers.” E. Enters., 524 U.S. at 511. The result was
“a maelstrom of contract negotiations, litigation, [and] strike
threats” that culminated in passage of the Coal Act. Barnhart v.
Sigmon Coal Co., 534 U.S. 438, 445–46 (2002). The Coal Act
created “the UMWA 1992 Benefit Plan to pay health care
benefits and collect premiums from former employers and their
successors.” Holland v. Bibeau Const. Co., 774 F.3d 8, 11
(D.C. Cir. 2014).
The Coal Act provides health benefits to coal industry
retirees in three ways. First, it combined two trust funds
created by the 1950 and 1974 NBCWAs into a new Combined
Fund that offers benefits to eligible beneficiaries who were
receiving benefits as of July 20, 1992. 26 U.S.C. § 9703(e).
Second, it requires operators still offering independent
employer plans to continue doing so. 26 U.S.C. § 9711. Third,
it created the 1992 Plan, which provides health care benefits to
all eligible beneficiaries not covered by either of the two
aforementioned provisions. 26 U.S.C. § 9712(b).
In passing the Coal Act, the Congress found it necessary
“to identify persons most responsible for plan liabilities in
order to stabilize plan funding.” Pub. L. No. 102-486, § 19142,
106 Stat. 2776, 3037 (1992). For the 1992 Plan, those persons
the Congress identified as responsible for the financing were
primarily operators that had signed the 1988 NBCWA, referred
to as LSOs, § 9712(d)(6), and “related persons,” such as
businesses that were under common control with an LSO as of
July 20, 1992. 26 U.S.C. § 9701(c)(2); Williams Mountain, 256
F.3d at 821.
The Coal Act requires LSOs to contribute to financing the
1992 Plan in three ways. 26 U.S.C. § 9712(d)(1)(A)–(C). They
must: (A) pay a premium for each of their retirees who is
enrolled in the 1992 Plan; (B) provide “security (in the form of
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a bond, letter of credit, or cash escrow) in an amount equal to a
portion” (to be determined by the Trustees) of their retirees’
future health care costs; and (C) pay a backstop premium to
help cover the cost of providing benefits to orphaned retirees if
contributions from the Abandoned Mine Reclamation Fund,
30 U.S.C. § 1232, created in 1977 by the Surface Mining
Control and Reclamation Act, Pub. L. No. 95-87, § 401, 91
Stat. 445, 456 (1977), are insufficient to do so. In addition, the
Act makes persons related to an LSO “jointly and severally
liable . . . for any amount required to be paid . . . under this
section.” 26 U.S.C. § 9712(d)(4). It is the parties’ conflicting
interpretations of the last provision that gives rise to this case.
In 1992, Arch Coal owned several coal companies that
were LSOs. Arch Coal is therefore a person related to those
operators. Accordingly, Arch Coal initially provided security
to fulfill its subsidiaries’ obligations under § 9712(d)(1)(B). In
2005, Arch Coal sold its LSO subsidiaries to the Magnum Coal
Company and, in the course of the transaction, Magnum
substituted its own security for that previously provided by
Arch. In 2008, the Patriot Coal Corporation acquired Magnum
and replaced Magnum’s security on behalf of Arch Coal’s
former subsidiaries by adding Arch Coal’s former subsidiaries
to a letter of credit previously issued by Fifth Third Bank for
the account of Patriot’s other LSO subsidiaries. The letter of
credit allowed the 1992 Plan to draw down the security if
Patriot ceased to provide benefits under § 9711 or if the 1992
Plan later enrolled its retirees. Arch Coal was not a party to the
letter of credit.
In May 2015, Patriot and its subsidiaries, including Arch
Coal’s former subsidiaries, filed for bankruptcy, pursuant to
which the Coal Act obligations of Arch Coal’s former
subsidiaries were terminated in October 2015. That same
month, Arch Coal notified the 1992 Plan that, as a related
5
person, it would provide health care benefits to retirees of its
former subsidiaries. In November 2015, Arch Coal began
providing benefits to retirees of its former subsidiaries per
§ 9711, and paying premiums to the 1992 Plan per
§ 9712(d)(1)(A). It did not, however, provide security pursuant
to § 9712(d)(1)(B). In December 2015, the 1992 Plan drew
down Patriot’s $8,608,392 letter of credit, with which Patriot
had fulfilled the obligations to provide security for the benefit
of Arch’s former subsidiaries.
In March 2016 the 1992 Plan first informed Arch Coal it
was obligated as a related person to provide security pursuant
to § 9712(d)(1)(B). Arch Coal refused, arguing Patriot’s letter
of credit not only satisfied its obligation under that provision
but in fact over-secured the obligations of Arch Coal’s former
subsidiaries.
The Trustees of the 1992 Plan sued under the Coal Act and
the Employee Retirement Income Security Act (ERISA) to
compel Arch Coal to provide security. Arch Coal
counterclaimed to recover the $447,672 in excess security
provided by the letter of credit.
The district court held that, as a related person, Arch Coal
was required to provide the security demanded by the Trustees.
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The court reasoned that the cash proceeds the Plan received
from Patriot’s letter of credit did not satisfy Arch Coal’s
obligation to provide security because they were not in a form
acceptable under the Coal Act, to wit, a bond, a letter of credit,
or a cash escrow. Further, the court rejected Arch Coal’s
alternative contention that the 1992 Plan was obligated to use
the proceeds of the letter of credit to provide security on behalf
of Arch Coal’s former subsidiaries or to provide benefits solely
for retirees of those former subsidiaries. The district court
therefore granted the Trustees’ motion for summary judgment
and ordered Arch Coal to provide security pursuant to
§ 9712(d)(1)(B). Notwithstanding the apparent anomaly of the
1992 Plan receiving security from Arch Coal after drawing
down the $8,608,392 from Patriot’s letter of credit to cover the
very same retirees, we are constrained by the Coal Act to affirm
the judgment of the district court.
II. Analysis
On appeal, Arch Coal argues first that the Coal Act does
not require a related person to provide security to the 1992
Plan. Second, and more narrowly, Arch Coal contends the
requirement to provide security was satisfied by the letter of
credit provided by Patriot on behalf of Arch Coal’s former
subsidiaries, with which Arch Coal is jointly liable. More
narrowly still, Arch Coal argues the 1992 Plan is required to
use the proceeds of Patriot’s letter of credit to fund benefits for
retirees of Arch Coal’s former subsidiaries, thereby relieving
Arch Coal of at least some of its obligations under the Coal
Act, including the obligation to provide security. Notably,
however, Arch Coal does not pursue its counterclaim nor
otherwise take issue with the Trustees’ decision to draw down
the letter of credit.
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A. Obligation of related persons to provide security
As in any case involving a question of statutory
interpretation, “we begin with the language of the statute.”
Sigmon Coal, 534 U.S. at 450. Because Arch Coal agrees it is
a person related to an LSO, the question before the court is
whether the provision of security in § 9712(d)(1)(B) is included
in a related person’s joint and several liability for “any amount
required to be paid” in § 9712(d)(4). As the term “‘any amount
required to be paid’ is not defined in the Coal Act [it] thus takes
on its ordinary meaning.” Holland v. Arch Coal, Inc., 346 F.
Supp. 3d 99, 105–06 (D.D.C. 2018) (citing Taniguchi v. Kan
Pac. Saipan, Ltd., 566 U.S. 560, 566 (2012)). A plain reading
of the Coal Act supports reading each of the three different
“financing . . . requirements” detailed in § 9712(d)(1) as an
“amount required to be paid” by related persons pursuant to
§ 9712(d)(4).
The Coal Act imposes three obligations on the companies
contributing to the financing of the 1992 Plan, as set out in
§ 9712(d)(1) and (4) (emphases added):
(1) In general
All 1988 last signatory operators shall be
responsible for financing the benefits described
in subsection (c) by meeting the following
requirements in accordance with the
contribution requirements established in the
1992 UMWA Benefit Plan:
(A) The payment of a monthly per beneficiary
premium by each 1988 last signatory operator
for each eligible beneficiary of such operator
who is described in subsection (b)(2) and who
8
is receiving benefits under the 1992 UMWA
Benefit Plan.
(B) The provision of a security (in the form of a
bond, letter of credit, or cash escrow) in an
amount equal to a portion of the projected future
cost to the 1992 UMWA Benefit Plan of
providing health benefits for eligible and
potentially eligible beneficiaries attributable to
the 1988 last signatory operator.
(C) If the amounts transferred under subsection
(a)(3) are less than the amounts required to be
transferred to the 1992 UMWA Benefit Plan
under subsections (h) and (i) of section 402 of
the Surface Mining Control and Reclamation
Act of 1977 (30 U.S.C. 1232), the payment of
an additional backstop premium by each 1988
last signatory operator which is equal to such
operator's share of the amounts required to be so
transferred but which were not so transferred,
determined on the basis of the number of
eligible and potentially eligible beneficiaries
attributable to the operator.
...
(4) Joint and several liability
A 1988 last signatory operator . . . and any
related person to any such operator, shall be
jointly and severally liable with such operator
for any amount required to be paid by such
operator under this section. The provisions of
section 9711(c)(2) shall apply to any last
signatory operator described in such section
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(without regard to whether security is provided
under such section, a payment is made under
section 9704(j), or both) and if security meeting
the requirements of section 9711(c)(3) is
provided, the common parent described in
section 9711(c)(2)(B) shall be exclusively
responsible for any liability for premiums under
this section which, but for this sentence, would
be required to be paid by the last signatory
operator or any related person.
Arch Coal argues § 9712(d)(4) makes related persons
liable for payment of premiums under paragraphs (A) and (C)
but not for the provision of security under paragraph (B). In
drawing this distinction, Arch Coal leans heavily upon the
difference between the words “payment” in paragraphs (A) and
(C) and “security” in paragraph (B) to argue the “provision of
security” is not an “amount required to be paid” within the
meaning of § 9712(d)(4). Arch Coal correctly urges the court
to consider dictionaries to discern the ordinary meaning of the
term “payment,” particularly Black’s Law Dictionary at 1129
(6th ed. 1990), which defines a payment as “[t]he fulfillment of
a promise, or the performance of an agreement” including “a
delivery of money or its equivalent.” We agree, however, with
the district court that the definition of the word “payment” cited
by Arch Coal “encompass[es] the provision of security.” 346
F. Supp. 3d at 106. As the Trustees point out, liability for “any
amount required to be paid” plainly includes payments LSOs
are required to make to banks to provide security as well as
payments made to the 1992 Plan as premiums. Id.
Arch Coal cites two prior cases to argue liability under the
Coal Act should be interpreted narrowly: Barnhart v. Sigmon
Coal Co., 534 U.S. at 450–52, in which the Supreme Court
determined the Coal Act imposed liability upon only certain
10
successors in interest, not all successors in interest; and
Holland v. Williams Mountain, 256 F.3d at 823, in which we
upheld a similarly narrow interpretation of which companies
were liable as successors in interest to an LSO.
The Court in Sigmon Coal, however, came to its
conclusion not by following some principle of narrow
interpretation but by a straightforward reading of the statutory
text, refusing either to read “differing language” in two
subsections as having “the same meaning in each” or to
“ascribe the difference to a simple mistake in draftsmanship.”
534 U.S. at 452–54. As the Trustees argue, applying the
reasoning in Sigmon Coal to the portions of the Act at issue
here supports reading the term “any amount required to be
paid” as imposing upon related persons joint liability for the
provision of security as well as for premiums – rather than joint
liability for premiums alone. The statute elsewhere refers
specifically to liability for premiums and premiums alone,
indeed twice, in the section of the Act creating the 1992 Plan:
The statute uses the word “premium” in the second sentence of
§ 9712(d)(4) to refer specifically to liability for premiums, and
uses the word “premium” once again in § 9712(d)(3) to impose
liability for premiums under § 9712(d)(1)(A) but not for the
other obligations in § 9712(d)(1). In contrast to these
provisions specifically singling out liability for premiums, the
first sentence in § 9712(d)(4) makes related persons jointly
liable for “any amount required to be paid.” The phrase “any
amount required to be paid” is necessarily broader than
premiums, and is naturally read to include all the obligations
borne by LSOs under § 9712(d)(1), including the provision of
security under § 9712(d)(1)(B).
Arch Coal argues the word “premiums” in the second
sentence of § 9712(d)(4) cannot inform the meaning of
§ 9712(d)(1) because it was added by a 2006 amendment to
11
give a controlled group of companies a way to extinguish
certain related person liabilities. But, as the Trustees point out,
the argument that a 2006 amendment could not be used to
interpret the pre-amendment text impermissibly implies that
“the legislature was ignorant of the meaning of the language it
employed.” BedRoc Ltd., LLC v. United States, 541 U.S. 176,
186–87 (2004) (plurality opinion) (quoting Inhabitants of
Montclair Twp. v. Ramsdell, 107 U.S. 147, 152 (1883)). To the
extent Arch Coal argues the wording of the original Coal Act
is a better guide to interpreting the meaning of the phrase “any
amount required to be paid” in § 9712(d)(4), it is worth noting
the original text allowed operators to pay “an annual
prefunding premium” in lieu of providing security. 26 U.S.C.
§ 9712(d)(1)(C) (1994). That the original legislation provided
a way to satisfy the obligation to provide security with an
alternative premium payment would seem to undermine the
Company’s attempt to differentiate the provision of security in
§ 9712(d)(1)(B) from the payment of premiums called for in
§ 9712(d)(1)(A) and (C).
Requiring related persons to provide security is consistent
with the purpose and design of the Coal Act to hold coal
companies “responsible for financing the benefits” to be
provided by the 1992 Plan. 26 U.S.C. § 9712(d)(1). As the
district court said and the Trustees reiterated, a statutory
provision “must be read in [its] context and with a view to [its]
place in the overall statutory scheme.” 346 F. Supp. 3d at 107
(quoting Davis v. Mich. Dep’t of Treasury, 489 U.S. 803, 809
(1989)). The scheme of the Coal Act places upon LSOs
responsibility for financing the 1992 Plan in three ways and
holds persons related to an LSO responsible for “any amount
required to be paid” under that scheme. Arch Coal’s
interpretation of the Act instead would make one of those three
requirements into an exception that is neither express in the text
nor consistent with the rest of the Act.
12
Arch Coal also argues that reading the Coal Act to require
related persons to provide security would be “surplusage,” by
which it means duplicative, because the original LSO already
would have provided the security. That might be so if the
provision of security were a one-time obligation meant to
cushion the blow to the 1992 Plan when an operator goes out
of business without a related person to step in and provide
benefits. In fact, however, the obligation is a continuing one.
As the Trustees explain, LSOs are required to meet this
obligation “in accordance with the contribution requirements
established in the 1992 UMWA Benefit Plan,” that is, the trust
document created to govern the 1992 Plan. 26
U.S.C. § 9712(d)(1). That document sets the amount of
security that must be provided each year under § 9712(d)(1)(B)
at the projected cost of providing one year of health benefits
for all beneficiaries attributable to a particular operator.
Because the cost of health care and the number of beneficiaries
change over time, the amount of security required is updated
annually. Given the nature of this requirement, the provision
of some amount of security by an LSO at one time does not
satisfy the continuing requirement for a successor LSO or its
related person to provide an amount of security that changes
each year.
Arch Coal’s interpretation would extinguish the liability
for related persons to provide security once a predecessor LSO
or another related person has done so. As the Trustees point
out, that would be in tension with §§ 9711(c)(2) and 9712(d)(4)
of the Coal Act, in which the Congress expressly allowed
related persons to extinguish some of their Coal Act liabilities
by providing additional security. 26 U.S.C. § 9711(c)(2)
(allowing LSOs and related persons that provide additional
security to make “the common parent of the controlled group
of corporations . . . (and no other person) . . . liable for the
13
provision of health care under” § 9711); id. § 9712(d)(4)
(allowing LSOs and related persons that provide the required
security to make their “common parent . . . exclusively
responsible for any liability for premiums under this section
which” would otherwise be paid by the LSO or any related
person). Section 9712(d)(1)(B), in contrast, does not include
an express allowance for an LSO or a related person to
extinguish its liability in exchange for the provision of security.
Arch Coal’s interpretation would treat a related person’s
liability under § 9712(d)(1)(B) the same as a related person’s
liabilities under the provisions that extinguish related person
liability, despite the difference between the wording of
§ 9712(d)(1)(B) and of §§ 9711(c)(2) and 9712(d)(4). We will
not “ascribe this difference to a simple mistake in
draftsmanship” rather than to a difference in the intended
effect. Sigmon Coal, 534 U.S. at 454.
Although the term “any amount required to be paid” is not
defined, the term is used again in § 9721, which provides for
enforcement of any claim “arising out of an obligation to pay
any amount required to be paid” under the Coal Act. 26 U.S.C.
§ 9721. Arch Coal claims this wording is merely the product
of “parallelism.” As the Trustees point out, interpreting the
provision of security under § 9712(d)(1)(B) as something other
than an “amount required to be paid,” as Arch Coal urges,
would leave the 1992 Plan without any way to enforce the
requirement for LSOs to provide security. Giving the 1992
Plan the authority to enforce two contribution requirements
under § 9712(d)(1) but not the third is just the type of absurd
result courts should avoid. See Mova Pharm. Corp. v. Shalala,
140 F.3d 1060, 1068 (D.C. Cir. 1998) (applying the canon
against absurd results if a “result is contrary to common
sense”).
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For the foregoing reasons, we hold the Coal Act
unambiguously requires persons related to an LSO, such as
Arch Coal, to provide security in accordance with
§ 9712(d)(1)(B).
B. Proceeds of the letter of credit as security
Arch Coal argues that, even if it is obligated to provide
security as a related person, that requirement was met in 2008
through 2015, when Patriot last updated the letter of credit
provided on behalf of Arch’s former subsidiaries. As the
Trustees argue and the district court held, however, that letter
of credit is no longer in force and the proceeds that the Trustees
drew from it do not satisfy the requirement that Arch Coal
provide security in one of the three ways allowed by the statute
– a bond, a letter of credit, or a cash escrow. 26 U.S.C.
§ 9712(d)(1); 346 F. Supp. 3d at 108. In addition, the Act
requires Arch Coal to make contributions in accord with the
1992 Plan requirements, which lay out specific terms for each
of the types of security allowed by the statute, and are likewise
not satisfied by the proceeds from Patriot’s letter of credit. 26
U.S.C. § 9712(d)(1). Arch Coal is foreclosed from arguing the
1992 Plan should have left Patriot’s letter of credit to serve as
security because Arch Coal does not contest the Plan’s decision
to draw down Patriot’s letter of credit. See Arch Coal, 346 F.
Supp. 3d at 108. Patriot’s letter of credit is no longer providing
security; therefore Arch Coal must replace it.
Finally, Arch Coal argues the Trustees are demanding it
provide a “duplicate” provision of security because Arch
Coal’s liability is joint with that of its former subsidiaries and
was already satisfied on their behalf by Patriot. According to
Arch Coal, this means that if an obligation has been satisfied
by or on behalf of one of the jointly liable parties, then it cannot
15
be demanded from another. See, e.g., Kaplowitz v. Kay, 70
F.2d 782 (D.C. Cir. 1934).
As the Trustees pointed out at oral argument, however, the
“unusual scenario” in this case is “one of Arch’s own making.”
When a related person is stepping in to meet the Coal Act
obligations of an LSO, the related person ordinarily will at the
same time “arrange to either replace or take over the existing
security” provided by or for that LSO. Arch Coal was familiar
with the process by which one company steps in to take over
the provision of security from another company; when
Magnum bought Arch Coal’s subsidiaries in 2005, Magnum
replaced Arch’s letter of credit with its own. Arch Coal, 346
F. Supp. 3d at 103. Beginning on November 1, 2015, when
Arch Coal stepped in to provide retiree benefits on behalf of its
former subsidiaries, it could have, at the same time, either
engaged with Patriot about taking over Patriot’s letter of credit
or provided its own, but Arch Coal did neither at that time and
for more than a month thereafter. Id. at 104. Only on
December 10 did the Trustees act to draw down Patriot’s letter
of credit. Id. They were not obligated to forego the proceeds
from a letter of credit simply because of the possibility another
related person would fulfill the obligation to provide security
at some point in the future.
C. Use of the proceeds of the letter of credit
Lastly, Arch Coal argues the Trustees must use the
proceeds from drawing down Patriot’s letter of credit to
provide benefits to Arch’s retirees rather than treat the proceeds
as a general asset of the Plan. The Company points out that the
security required of an LSO is “an amount equal to a portion of
the projected future cost to the 1992” Plan of providing benefits
“for eligible and potentially eligible beneficiaries attributable
to” that operator. § 9712(d)(1)(B). Arch Coal argues this
16
clause suggests the proceeds from the security should be used
for the provision of benefits to that operator’s attributable
retirees.
We agree with the Trustees and the district court that
§ 9712(d)(1)(B) provides only the basis upon which to
determine the amount of security required; it is not a limit upon
the use of the proceeds from that security. 346 F. Supp. 3d at
108 (citing Mertens v. Hewitt Assocs., 508 U.S. 248, 261
(1993) (“[V]ague notions of a statute’s ‘basic purpose’ are . . .
inadequate to overcome the words of its text.”)). Moreover, we
note the phrase in § 9712(d)(1)(B) to which Arch Coal points
as providing a limited purpose for the use of the proceeds tracks
the phrase apportioning liability for backstop premiums in the
neighboring paragraph, § 9712(d)(1)(C) (setting the amount of
backstop premiums to be paid based upon “each operator’s
share . . . determined on the basis of the number of eligible and
potentially eligible beneficiaries attributable to the operator”).
The backstop premiums are provided to fund benefits for
orphaned retirees, “for whom no monthly per beneficiary
premium is paid.” § 9712(a)(3)(B). This suggests that in both
paragraphs the Congress used the number of “eligible and
potentially eligible beneficiaries” as a way to apportion liability
for premiums among LSOs, not as a way to limit the use of
those funds.
We also agree with the district court and the Trustees that,
to the extent the use of the proceeds of Patriot’s letter of credit
are limited, it is by “the fiduciary obligations ERISA imposes”
upon the Trustees of the 1992 Plan. Arch Coal, 346 F. Supp.
3d at 108 (describing the 1992 Plan as “an employee welfare
benefit plan” under 29 U.S.C. § 1002(1) and “a multiemployer
plan” under 29 U.S.C. § 1002(37)). Under ERISA, the
Trustees have a fiduciary obligation to act “solely in the
interest” of the plan beneficiaries, “for the exclusive purpose”
17
of “providing benefits” and “defraying reasonable expenses of
administering the plan.” 29 U.S.C. § 1104(a)(1). Arch Coal
argues the proceeds of Patriot’s letter of credit should be used
either to satisfy its requirement to provide security – an
argument we have already dispatched – or to fund benefits for
retirees of Arch Coal’s former subsidiaries, in either case
serving to reduce Arch Coal’s obligations as a related person.
Again, however, as the Trustees argue and the district court
held, for the 1992 Plan to dedicate the proceeds of Patriot’s
letter of credit in this way would run afoul of the clear
injunction in ERISA that the “assets of a plan shall never inure
to the benefit of any employer.” 29 U.S.C. § 1103(c)(1).
Nothing in the Coal Act, therefore, requires the 1992 Plan to
set aside the proceeds of Patriot’s letter of credit for the sole
benefit of the retirees attributable to Arch Coal’s former
subsidiaries.
Arch Coal argues that because the 1992 Plan document
itself allows the drawdown of security “in the event that [an
LSO] fails to meet its obligation to provide benefits required
under section 9711,” the proceeds of Patriot’s letter of credit
cannot become assets of the 1992 Plan before the Plan steps in
to provide benefits to Arch Coal’s retirees. Read
straightforwardly, however, the 1992 Plan does not restrict the
use of the proceeds of the security, but instead restricts the
circumstances in which the 1992 Plan may draw upon the
security. And, to reiterate, the 1992 Plan’s drawdown of
Patriot’s letter of credit was in accordance with the terms of the
letter of credit and is not challenged by Arch Coal. Arch Coal,
346 F. Supp. 3d at 108.
III. Conclusion
We acknowledge that the 1992 Plan has received what the
district court termed a “windfall” by drawing down Patriot’s
18
letter of credit only to have Arch Coal provide additional
security. 346 F. Supp. 3d at 109. As a person related to LSOs,
however, Arch Coal was required to provide security
regardless whether the proceeds of Patriot’s letter of credit
were paid to the 1992 Plan. To the extent Arch Coal could have
used Patriot’s letter of credit to fulfill that obligation it was
Arch Coal’s own failure to provide for a transition of the
security when it provided for the transition of health benefits
that precludes its doing so now.
For the reasons set out above, the order of the district court
granting summary judgment for the Trustees of the 1992 Plan
is
Affirmed.