Heavenly Hana LLC v. Hu&hi of Hawaii Pension Plan

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
HEAVENLY HANA LLC, DBA No. 16-15481
Travaasa Hotel Hana; GREEN TEA
LLC, DBA Green Tea D.C. No.
Management LLC; AMSTAR-39, 3:14-cv-03743-JCS
LLC,
Plaintiffs-Counter-Defendants-
Appellees, OPINION
v.
HOTEL UNION & HOTEL
INDUSTRY OF HAWAII PENSION
PLAN,
Defendant-Counter-Claimant-
Appellant.
Appeal from the United States District Court
for the Northern District of California
Joseph C. Spero, Magistrate Judge, Presiding
Argued and Submitted February 15, 2018
Pasadena, California
Filed June 1, 2018
2 HEAVENLY HANA V. HOTEL UNION & HOTEL INDUSTRY
Before: Sidney R. Thomas, Chief Judge, and Raymond C.
Fisher and Michelle T. Friedland*, Circuit Judges.
Opinion by Chief Judge Thomas
SUMMARY**
Multiemployer Pension Plan Amendment Act
The panel reversed the district court’s judgment, after a
bench trial, in favor of the plaintiffs in an action under the
Multiemployer Pension Plan Amendment Act.
The panel held that the plaintiffs were required to assume
the unpaid withdrawal liability of their predecessor to a
multiemployer pension plan. The panel held that a
constructive notice standard applied, and the plaintiffs were
on constructive notice of potential withdrawal liability
because a reasonable purchaser would have discovered their
predecessor’s withdrawal liability.
*
Following the death of Judge Reinhardt, Judge Friedland was
randomly drawn to replace him on the panel. She has read the briefs,
reviewed the record, and watched a video recording of oral argument.
**
This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
HEAVENLY H ANA V. H OTEL U NION & H OTEL INDUSTRY 3
COUNSEL
Kimberly C. Weber (argued), Sarah Grossman-Swenson, and
Steven L. Stemerman, Davis Cowell & Bowe LLP, San
Francisco, California, for Defendant-Appellant.
Wendy McGuire Coats (argued), Fisher & Phillips LLP, San
Francisco, California, for Plaintiffs-Appellees.
OPINION
THOMAS, Chief Judge:
We consider in this case whether a company must assume
the unpaid withdrawal liability of its predecessor to a
multiemployer pension plan if it was on constructive notice
of potential withdrawal liability. We conclude that it must,
and we reverse the judgment of the district court.
I
A multiemployer pension plan typically covers the
employees of two or more unrelated companies—usually
engaged in the same type of business in the same geographic
area—in accordance with a collective bargaining agreement.
The employees’ unions negotiate employer contributions to
support the pension plan.
Such plans are generally covered by the Multiemployer
Pension Plan Amendment Act (“MPPAA” or “the Act”),
which revised the Employee Retirement Income Security Act
(“ERISA”), 29 U.S.C. § 1301(a)(3). The Act provided “a
series of amendments to ERISA aimed at minimizing ‘the
4 HEAVENLY HANA V. HOTEL UNION & HOTEL INDUSTRY
adverse consequences that resulted when individual
employers terminate[d] their participation in, or withdr[e]w
from, multiemployer plans.’” Tsareff v. ManWeb Servs., Inc,
794 F.3d 841, 845 (7th Cir. 2015) (alterations in original)
(quoting Pension Benefit Guar. Corp. v. R.A. Gray & Co.,
467 U.S. 717, 722 (1984)). “The concern was that ‘a
significant number of [multiemployer] plans were
experiencing extreme financial hardship’ as a result of
individual employer withdrawals from the plans, which
saddled the remaining employers with increased funding
obligations.” Resilient Floor Covering Pension Tr. Fund Bd.
of Trs. v. Michael’s Floor Covering Inc., 801 F.3d 1079, 1088
(9th Cir. 2015) (alteration in original) (quoting R.A. Gray &
Co., 467 U.S. at 721).
To minimize these risks, the Act requires that when “an
employer withdraws from a multiemployer plan in a complete
withdrawal or a partial withdrawal, [ ] the employer is liable
to the plan . . . [for] withdrawal liability.” 29 U.S.C.
§ 1381(a). The withdrawal liability equals the “allocable
amount of unfunded vested benefits,” with specified statutory
adjustments. Id. § 1381(b)(1).
If a participating employer sells its assets, the asset
purchaser may be liable for the employer’s withdrawal from
a multiemployer plan. The “successorship doctrine . . . holds
legally responsible for obligations arising under federal labor
and employment statutes businesses that are substantial
continuations of entities with such obligations.” Resilient
Floor, 801 F.3d at 1090 (citing Upholsterers’ Int’l Union
Pension Fund v. Artistic Furniture of Pontiac, 920 F.2d 1323,
1326 (7th Cir. 1990)). This “exception from the general
[common law] rule that a purchaser of assets does not acquire
a seller’s liabilities” applies to withdrawal liability if two
HEAVENLY H ANA V. H OTEL U NION & H OTEL INDUSTRY 5
conditions are met. Chi. Truck Drivers, Helper &Warehouse
Workers Union (Indep.) Pension Fund v. Tasemkin, 59 F.3d
48, 49 (7th Cir. 1995) (citation omitted). The purchaser must
(1) be a successor, and (2) have notice of the withdrawal
liability. Resilient Floor, 801 F.3d at 1084.
This case involves the Hotel Union & Hotel Industry of
Hawaii Pension Plan (“the Plan”), a multiemployer plan that
represents over 12,000 members who work at unionized
hotels in Hawaii, and the Ohana Hotel Company, LLC
(“Ohana”), which operated the Ohana Hotel (“Hotel”) on the
island of Maui in Hawaii. Pursuant to a collective bargaining
agreement with the hotel workers’ union, Local 5 of UNITE
HERE (“Local 5”), Ohana contributed to the Plan for its
Hotel employees.
A private equity group consisting of Heavenly Hana LLC,
Green Tree Management, and their parent company Amstar-
39 (collectively “Amstar”) entered into a purchase and sale
agreement (“Agreement”) with Ohana on December 31,
2009, to purchase the Hotel and related assets.
Amstar had prior experience with multiemployer pension
plans. It had previously owned and operated a hotel that
participated in a multiemployer pension plan. In prior
business transactions, Amstar had also “instructed its agents
to inquire about whether Amstar could incur liability to a
multiemployer pension plan.”
The Agreement indicates that employees at the Hotel
were unionized and that Ohana had previously made
contributions to a multiemployer pension plan. Although the
Agreement required Ohana to provide Amstar with notice of
Plan funding deficiencies, Amstar did not receive any to
6 HEAVENLY HANA V. HOTEL UNION & HOTEL INDUSTRY
review. Amstar also secured legal advice prior to closing,
which turned out to be incorrect, that “[a]bsent an express
assumption of liability, the Buyer does not assume the
[withdrawal] liability.”
A four-person Amstar due diligence team undertook an
investigation of the Hotel, which included a review of
relevant documents and the condition of the hotel. At the
conclusion of Amstar’s due diligence, the purchase price fell
from $17 million to $14.5 million to account for deferred
maintenance costs.
Ten days before the deal closed, Ohana stopped
contributing to the Plan, and on closing day Ohana formally
withdrew from the Plan. The existence of unfunded vested
benefit liabilities on the day of Ohana’s withdrawal resulted
in withdrawal liability for Ohana under the Act.
The Plan was underfunded for years before Ohana
withdrew. In 2008 and 2009, the Plan’s administrator,
Benefit and Risk Management Services (“BRMS”), issued
annual funding notices to Ohana indicating that the Plan was
underfunded for each plan year since 2006–2007. These
funding notices were publicly accessible on BRMS’s website
and Local 5’s website.
After closing, Amstar continued to use the same
buildings, grounds, and equipment to operate the Hotel,
which continued to appeal to beach vacationers. Employees’
responsibilities largely remained the same under Amstar. A
majority of the seventy-seven employees that worked for
Amstar, including the general manager, previously worked
for Ohana. Accordingly, Amstar recognized Local 5 as the
employees’ bargaining unit, but developed its own
HEAVENLY H ANA V. H OTEL U NION & H OTEL INDUSTRY 7
employment terms, including benefit plans, rather than
adopting the CBA Ohana had negotiated with Local 5.
Amstar also changed the Hotel’s name a year after the
purchase and began to market to adventure travelers rather
than luxury travelers.
The Plan had knowledge of Ohana’s withdrawal, but did
not make a formal claim for withdrawal liability against
either Ohana or Amstar until after the Agreement had been
finalized.
The Plan sent its first demand letter to Amstar in
December 2012, requesting $757,981 in withdrawal liability
paid in a single lump sum or quarterly installments of
$74,566. In response to the letter, Amstar made five
quarterly payments totaling $372,780 before filing the present
lawsuit to contest its responsibility for the withdrawal
liability.
After a bench trial on the papers, the district court
concluded that Amstar was not responsible for the withdrawal
liability. Although sufficient continuity in operation of the
hotel existed for Amstar to qualify as Ohana’s successor, the
district court determined that Amstar was not liable because
it lacked “actual notice” of the withdrawal liability. In
reaching this conclusion, the district court rejected the Plan’s
proposed “constructive notice” standard. However, the
district court alternatively noted that even under a
“constructive notice” standard, Amstar lacked notice because
it acted diligently and reasonably under the circumstances and
still did not discover the withdrawal liability. Judgment was
then entered directing the Plan to return the $372,780 in
withdrawal liability payments, plus interest, to Amstar. This
timely appeal followed.
8 HEAVENLY HANA V. HOTEL UNION & HOTEL INDUSTRY
We review the district court’s findings of fact for clear
error. Resilient Floor, 801 F.3d at 1088. Questions of law,
such as the standard for successor liability, are reviewed de
novo. Id. Similarly, we review mixed questions of law and
fact, including the application of the successorship doctrine’s
two elements to the facts of a case, de novo. Id.; Sullivan v.
Running Waters Irrigation, Inc., 739 F.3d 354, 357 (7th Cir.
2014); see also Haw. Carpenters Tr. Funds v. Waiola
Carpenter Shop, Inc., 823 F.2d 289, 294 (9th Cir. 1987)
(“[W]e hold that the undisputed facts demonstrate sufficient
continuity in the enterprise to require the legal conclusion that
[the purchaser] was the successor to [the seller].”).
II
As we have noted, in order for an asset purchaser to incur
withdrawal liability, it must (1) be a successor, and (2) have
notice of the withdrawal liability. Resilient Floor, 801 F.3d
at 1084. Amstar does not dispute that it qualifies as a
successor, and the Plan concedes that Amstar did not have
actual notice of withdrawal liability. Therefore, the
remaining questions are (1) whether constructive notice is
sufficient to impose successor withdrawal liability and, if so,
(2) whether Amstar was placed on constructive notice in this
case.
A
We turn first to the Act for guidance as to successor
withdrawal liability. In doing so, we employ the usual tools
of statutory construction, looking first at the plain words of
the statute and “particularly to the provisions made therein for
enforcement and relief.” Middlesex Cty. Sewerage Auth. v.
Nat’l Sea Clammers Ass’n, 453 U.S. 1, 13 (1981). “[W]hen
HEAVENLY H ANA V. H OTEL U NION & H OTEL INDUSTRY 9
deciding whether the language is plain, we must read the
words ‘in their context and with a view to their place in the
overall statutory scheme.’” King v. Burwell, __ U.S. __,
135 S. Ct. 2480, 2489 (2015) (quoting FDA v. Brown &
Williamson Tobacco Corp., 529 U.S. 120, 133 (2000)). In
addition, we examine the legislative history, the statutory
structure, and “other traditional aids of statutory
interpretation” in order to ascertain congressional intent.
Nat’l Sea Clammers Ass’n, 453 U.S. at 13. As part of
statutory analysis, “[w]e also look to similar provisions
within the statute as a whole and the language of related or
similar statutes to aid in interpretation.” United States v.
LKAV, 712 F.3d 436, 440 (9th Cir. 2013).
The text of the Act does not, on its face, address successor
withdrawal liability. However, the Act’s purpose and
legislative history provide significant guidance as to
congressional intent. ERISA itself was designed “to ensure
that employees and their beneficiaries would not be deprived
of anticipated retirement benefits by the termination of
pension plans before sufficient funds have been accumulated
in the plans.” R.A. Gray & Co., 467 U.S. at 720.
Congress passed the MPPAA to “protect [multiemployer
pension] plans from the adverse consequences that resulted
when individual employers terminate[d] their participation in,
or withdr[e]w from, multiemployer plans.” Resilient Floor,
801 F.3d at 1088 (alteration in original) (quoting R.A. Gray
& Co., 467 U.S. at 722). As the House Education and Labor
Committee emphasized in its Report on the Act:
The primary purpose of the legislation is to
protect retirees and workers who are
participants in such plans against the loss of
10 HEAVENLY HANA V. HOTEL UNION & HOTEL INDUSTRY
their pensions. The Act is designated to foster
plan continuation and growth because plan
continuation and growth provide participants
and beneficiaries [with the] greatest security
against benefit loss.
H.R. Rep. No. 96-869(I), at *51 (1980), as reprinted in 1980
U.S.C.C.A.N. 2918, 2919.
The Report noted a “significant decline in the number of
contributors” and highlighted the problems posed by
employers withdrawing from multiemployer pension plans.
Id. at *53–54. It reported that a significant number of
multiemployer pension plans were experiencing significant
financial hardship. Id. at *55–56.1 Thus, “[c]ourts 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.” IUE
AFL-CIO Pension Fund v. Barker & Williamson, Inc.,
788 F.2d 118, 127 (3d Cir. 1986) (citing Smith v. CMTA-IAM
Pension Tr., 746 F.2d 587, 589 (9th Cir. 1984)).
A constructive notice requirement is consistent with the
MPPAA’s intended purpose and liberal construction. Under
a constructive notice standard, purchasers are deemed to have
notice of any facts that “one using reasonable care or
diligence should have.” Constructive Knowledge, Black’s
Law Dictionary (10th ed. 2014); see also Beneficial Standard
1
The Seventh Circuit has noted that the national concerns about
underfunding of union pension plans that motivated Congress remain
equally important today. See Bd. of Trs. of the Auto. Mechs.’ Local No.
701 Union & Indus. Pension Fund v. Full Circle Grp., Inc., 826 F.3d 994,
997–98 (7th Cir. 2016) (detailing the national underfunding statistics).
HEAVENLY H ANA V. H OTEL U NION & H OTEL INDUSTRY 11
Life Ins. Co. v. Madariaga, 851 F.2d 271, 275 (9th Cir. 1988)
(“The plaintiff is deemed to have had constructive knowledge
if it had enough information to warrant an investigation
which, if reasonably diligent, would have led to discovery of
the fraud.”).
This is not an unfamiliar standard in the employment and
labor context. Indeed, we imposed a constructive notice
standard in assessing withdrawal liability under ERISA’s
controlled group provision, which “prevent[s] businesses
from shirking their ERISA obligations by fractionalizing
operations into many separate entities.” Teamsters Pension
Tr. Fund-Bd. of Trs. v. Allyn Transp. Co., 832 F.2d 502, 507
(9th Cir. 1987) (quoting Bd. of Trs. v. Johnson, Inc., 830 F.2d
1009, 1013 (9th Cir. 1987)). Relying on a liberal
construction of ERISA and looking to the purpose underlying
the controlled group provision, we held that “notice to the
withdrawing employer is notice to all members of the
controlled group” of corporations, which then shared liability
for the withdrawal. Id.; see also 29 U.S.C. § 1301(b)(1)
(“[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.”).
Several of our sister circuits also consider an employer’s
constructive knowledge in assessing successor liability in
other contexts. In Brzozowski v. Correctional Physician
Services, Inc., 360 F.3d 173, 178–79 (3d Cir. 2004), for
example, the Third Circuit concluded that the district court
erred in preventing an employee from joining a purchaser as
an additional defendant in her Title VII gender discrimination
case. The court instructed that on remand, “[t]he plaintiff
should be given the opportunity to establish her claim of
12 HEAVENLY HANA V. HOTEL UNION & HOTEL INDUSTRY
successor liability” against the purchaser, noting that the
purchaser “had means at its disposal to anticipate such a
situation and offset expected costs associated with a potential
claim.” Id. (emphasis added).
Similarly, in EEOC v. Vucitech, 842 F.2d 936 (7th Cir.
1988), the Seventh Circuit concluded that a purchaser was
liable for Title VII sex discrimination claims against the seller
because the purchaser’s owner had either “actual or
constructive” knowledge of the claims before the purchase.
Id. at 945–46.2
Other courts have reached similar conclusions. See, e.g.,
Dominguez v. Hotel, Motel, Rest. & Miscellaneous
Bartenders Union, Local No. 64, 674 F.2d 732, 733 (8th Cir.
1982) (concluding that the purchaser did not assume liability
for a prior discriminatory employment practice because “it
had no direct or indirect knowledge of appellant’s allegations
of discrimination” (emphasis added)).
A constructive notice standard also fairly balances “the
national policies underlying the statute at issue and the
interests of the affected parties.” Resilient Floor, 801 F.3d at
1091 (quoting Sullivan v. Dollar Tree Stores, Inc., 623 F.3d
770, 782 (9th Cir. 2010)); id. (“Because the origins of
successor liability are equitable, fairness is a prime
consideration in its application.” (quoting Sullivan, 623 F.3d
at 782)). Requiring purchasers to make reasonable inquiries
2
Although the Seventh Circuit has not expressly adopted a
constructive notice standard for successor withdrawal liability under the
MPPAA, it has held that a “lack of familiarity with the concept of
withdrawal liability cannot be an excuse” for a purchaser. Full Circle
Grp., 826 F.3d at 997.
HEAVENLY H ANA V. H OTEL U NION & H OTEL INDUSTRY 13
into the existence of withdrawal liability advances the
congressional interest in preventing underfunding in
multiemployer pension plans. Imposing this burden would
also have little negative impact on the fluid transfer of
corporate assets. Purchasers would simply “investigat[e] the
possible liability and negotiat[e] a purchase price,” an
indemnity provision, or a security bond “that would take it
into account.” Full Circle Grp., 826 F.3d at 997; see also
Golden State Bottling v. NLRB, 414 U.S. 168, 185 (1973).
Here, Amstar’s due diligence inquiries as to maintenance
costs led to exactly such a negotiated purchase price.
In short, put on constructive notice, purchasers can
account for withdrawal liability in an asset purchase. Indeed,
as the Plan observes, of the three relevant parties to successor
withdrawal liability—the seller, the purchaser, and the
pension plan—purchasers are in the best position to ensure
withdrawal liability is accounted for during an asset sale.
Sellers have no incentive to disclose potential liabilities
because “[s]uch liabilities are likely to drive the sale price in
one direction only: down.” Pension plans cannot be asked “to
investigate sale[s] rumors, track down the identity of all
potential purchasers, avoid confidentiality or contract
interference concerns, and send notice of its (publicly-
available) funding status directly to potential purchasers.”
Rather, pension plans are only responsible for
“(1) determin[ing] the amount of the employer’s withdrawal
liability, (2) notify[ing] the employer of the amount of the
withdrawal liability, and (3) collect[ing] the amount of the
withdrawal liability from the employer.” 29 U.S.C. § 1382.
Purchasers, in contrast, have the incentive to inquire about
potential withdrawal liability in order to avoid unexpected
post-transaction liabilities.
14 HEAVENLY HANA V. HOTEL UNION & HOTEL INDUSTRY
A constructive notice standard would not create a strict
liability standard for asset purchasers, as Amstar contends.
Constructive notice would only exist when three conditions
are met: (1) the purchaser qualifies as a successor; (2) the
relevant pension plan is underfunded; and (3) a purchaser
using reasonable care or diligence would have discovered the
withdrawal liability. Additionally, successor liability would
only be imposed when it is fair to do so. The fairness
requirement stems from the fact that “the origins of successor
liability are equitable,” making “fairness [] a prime
consideration in its application.” Resilient Floor, 801 F.3d at
1091 (quoting Sullivan, 623 F.3d at 782). Even when the
requirements for constructive notice are met, in certain
instances fairness could militate against imposing successor
liability.
In sum, congressional purpose, the liberal remedial
construction of the MPPAA adopted in previous cases, the
adoption of a constructive notice standard in other contexts,
and the practical realities of asset purchases all support a
conclusion that constructive notice of withdrawal liability is
sufficient to trigger successor withdrawal liability under the
MPPAA.
B
Applying a constructive notice standard in this case leads
us to conclude that Amstar had constructive notice because a
reasonable purchaser would have discovered Ohana’s
withdrawal liability.
Amstar previously operated a hotel that participated in a
multiemployer pension plan, and, in prior acquisitions
involving multiemployer pension plans, Amstar had required
HEAVENLY H ANA V. H OTEL U NION & H OTEL INDUSTRY 15
its agents to determine whether it could incur withdrawal
liability from the transactions. The Agreement plainly
informed Amstar that the employees at Ohana were unionized
and that Ohana had contributed to a multiemployer pension
plan. Finally, the Plan’s annual funding notices, which
indicated a state of underfunding, were publicly available on
the internet. These undisputed facts indicate that Amstar
should have determined that, like most withdrawing
employers, Ohana would incur withdrawal liability. See Full
Circle Grp., 826 F.3d at 997–98.
In these circumstances, a reasonable purchaser would
have taken additional actions to determine if withdrawal
liability existed. As the district court recognized, “[Amstar]
could have [1] reviewed Plan documents publicly available
on the internet, [2] asked Ohana to provide all Plan notices
rather than rely on Ohana to parse whether the notices
revealed unfunded liabilities, or [3] reached out to the Plan
directly.” Amstar also could have required Ohana to
[4] request from the Plan “the estimated amount which would
be the amount of such employer’s withdrawal liability.”
29 U.S.C. § 1021(l)(1)(A); see also Tsareff, 794 F.3d at 849
(noting that the successor employer could have required its
predecessor “to obtain an estimate of [its] withdrawal
liability” (citing 29 U.S.C. § 1021(l))). Any of these four
reasonable actions would have revealed Ohana’s withdrawal
liability.
Ohana’s failure to provide Amstar the deficiency notices
required by the Agreement, and Ohana’s representatives’
statements that, “to their knowledge,” the pension plan was
not underfunded, do not change this conclusion. Allowing a
seller’s conduct to absolve a purchaser from responsibility for
withdrawal liability conflicts with both a liberal construction
16 HEAVENLY HANA V. HOTEL UNION & HOTEL INDUSTRY
of the MPPAA and fairness where, as here, a purchaser can
undertake simple steps to gain knowledge of the withdrawal
liability. Notably, Amstar had a four-person due diligence
team undertake various investigations prior to the sale’s
closing. The team “hire[d] engineers to . . . look at the roofs,
look at the termites, look at the condition of all the structural
[features] and give estimates on what it will take to fix it.”
As the Plan notes, Amstar did “not rely on the seller’s
representation regarding termites,” but surprisingly did “rely
on the seller’s representation over a multimillion-dollar issue
like withdrawal liability.” This reliance is unreasonable.
Finally, Amstar’s reliance on incorrect legal advice also
does not render its conduct reasonable. The letter Amstar
received from counsel stated that “[a]bsent an express
assumption of liability, the Buyer does not assume the
[withdrawal] liability.” Even assuming, as the district court
did, that it was not “entirely clear before the Ninth Circuit’s
Resilient decision in 2015 that the Ninth Circuit would follow
the Seventh Circuit in applying successor liability in the
context of MPPAA withdrawal liability,” the legal advice was
still incorrect. Accurate advice would have noted that law on
this issue was lacking or unclear. Moreover, the application
of successor liability in other ERISA contexts reveals a
likelihood that this Court would hold successors liable for
withdrawal liability, at least in certain circumstances. See,
e.g., Haw. Carpenters Tr. Funds v. Waiola Carpenter Shop,
Inc., 823 F.2d 289, 294–95 (9th Cir. 1987). Accordingly,
Amstar cannot rely on this incorrect legal advice to justify its
actions. Cf. Jerman v. Carlisle, McNellie, Rini, Kramer &
Ulrich LPA, 559 U.S. 573, 581 (2010) (“We have long
recognized the common maxim, familiar to all minds, that
ignorance of the law will not excuse any person, either civilly
or criminally.” (internal quotations and citation omitted)).
HEAVENLY H ANA V. H OTEL U NION & H OTEL INDUSTRY 17
For these reasons, we conclude that Amstar was on
constructive notice of Ohana’s withdrawal liability. Thus, we
reverse the judgment of the district court. Given our
resolution of this case, we need not—and do not—reach any
other issue urged by the parties.
REVERSED.