Cmsh Company, Inc., Cmsh Framing v. Carpenters Trust Fund for Northern California

OVERVIEW

CMSH Company, Inc. (CMSH) and CMSH Framing (Framing) appeal a district court order upholding an arbitration award in favor of Carpenters Pension Trust Fund (Fund) for withdrawal liability under the Employee Retirement Income Security Act (ERISA). 29 U.S.C. § 1381 (a) (1988). The arbitrator found that the appellant corporations were alter egos and that CMSH was therefore responsible for the liability incurred when Framing withdrew from its ERISA pension plan. The district court affirmed the arbitrator’s judgment. CMSH argues on appeal that it is not responsible for Framing’s independent withdrawal liability. This court has jurisdiction over CMSH’s timely appeal pursuant to 28 U.S.C. § 1291 (1988). We reverse.

BACKGROUND

CMSH, a California Corporation, was founded in 1972 as a licensed California contractor. In June 1974, William Crouse, the president of CMSH, signed a collective bargaining agreement with Carpenters 46 Northern California Counties Conference Board (Carpenters). The initial three-year agreement ended in June 1977, and the contract was renewed for another three-year period, 1977-80. CMSH employed workers and made payments to the Fund under the terms of the…