Opinion
22-cv-712 (ECT/BRT)
08-15-2022
Cement Masons, Plasterers and Shophands Service Corporation, Plaintiff, v. Quality Coatings, LLC; Quality Cleaning, Inc.; QC Companies; and Alisa Maciej, Individually, Defendants.
Amanda R. Cefalu and Pamela Hodges Nissen, Reinhart Boerner Van Deuren s.c., Minneapolis, MN, for Plaintiff Cement Masons, Plasterers and Shophands Service Corporation. Michael G. McNally and Colleen Cosgrove McGarry, Fox Rothschild LLP, Minneapolis, MN, for Defendants Quality Coatings, LLC, Quality Cleaning, Inc., and Alisa Maciej.
Amanda R. Cefalu and Pamela Hodges Nissen, Reinhart Boerner Van Deuren s.c., Minneapolis, MN, for Plaintiff Cement Masons, Plasterers and Shophands Service Corporation.
Michael G. McNally and Colleen Cosgrove McGarry, Fox Rothschild LLP, Minneapolis, MN, for Defendants Quality Coatings, LLC, Quality Cleaning, Inc., and Alisa Maciej.
OPINION AND ORDER
ERIC C. TOSTRUD UNITED STATES DISTRICT COURT
In this ERISA case, Plaintiff Cement Masons, Plasterers and Shophands Service Corporation, the receiving and collection agency for labor-union fringe-benefit funds, seeks to enforce its audit rights under collective-bargaining agreements (or “CBAs”) against one signatory and two non-signatories. Defendant Quality Coatings, LLC, is bound by the CBAs. Plaintiff's theory is that the non-signatories-Defendants QC Companies and Quality Cleaning, Inc.-are alter egos of Quality Coatings and that Quality Coatings has used the non-signatory entities to avoid its obligations under the CBAs. Plaintiff also seeks a judgment against Defendants for any amounts determined to be due through the exercise of its audit rights and to impose personal liability on Defendant Alisa Maciej.
Defendants seek dismissal of Plaintiff's Amended Complaint under Federal Rule of Civil Procedure 12(b)(6). In a nutshell, Defendants characterize Plaintiff's claim as a “reverse-alter-ego theory” and point out that some federal courts have rejected this theory. Defendants argue that the non-viability of Plaintiff's reverse-alter-ego theory means that all of Plaintiff's claims fail. Seemingly in the alternative, Defendants argue that QC Companies is not subject to suit because it is merely an assumed name.
Defendants' motion will be denied. Plaintiff alleges facts plausibly meeting the Eighth Circuit's ERISA alter-ego test. The cases Defendants cite rejecting a “reverse alter-ego” theory do not justify dismissal. The Eighth Circuit has not followed them in the context of an ERISA claim, and even these cases seem to leave room for Plaintiff's theory. Defendant QC Companies will not be dismissed because it has not appeared and because, regardless, it would be a proper Defendant under the Federal Rules of Civil Procedure and ERISA.
In accordance with the standards governing a Rule 12(b)(6) motion to dismiss, the facts are drawn entirely from the Complaint and documents embraced by it. See Zean v. Fairview Health Servs., 858 F.3d 520, 526 (8th Cir. 2017).
I [1]
The Plaintiff. Plaintiff is the receiving and collection agent for all contributions to its member funds. Am. Compl. [ECF No. 20] ¶ 1. These member funds include the Minnesota Cement Masons Health and Welfare Fund, the Minnesota Cement Masons and Plasters Pension Fund, the Minnesota Cement Masons-Plasterers-Shophands Local 633 Savings Trust Fund, and the Minnesota Cement Masons-Plasterers-Shophands Journeyman and Apprentice Training Fund (the “Funds”). Id. ¶¶ 1-3. The Funds are “multiemployer, jointly trusteed fringe benefit plans” administered in accordance with the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001, et seq. (“ERISA”). Id. Plaintiff serves as a fiduciary with respect to the Funds. Id. ¶ 3; see 29 U.S.C. § 1002(21).