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Pension Benefit Guar. Corp. v. Asahi Tec Corp.

United States District Court for the District of Columbia

October 4, 2013, Decided; October 4, 2013, Filed

Civil Action No. 10-1936 (ABJ)

Opinion

 [*52]  MEMORANDUM OPINION

Plaintiff Pension Benefit Guaranty Corporation ("PBGC") has brought this action against defendant Asahi Tec Corporation ("Asahi Tec") under Title IV of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended 29 U.S.C. §§ 1301-1461 (2006 and Supp. II 2008). Compl. [Dkt. # 1] ¶ 1. In  [**2] 2007, defendant, a Japanese corporation, acquired a U.S.-based company, Metaldyne Corporation ("Metaldyne"). Id. ¶ 13. Plaintiff alleges that as a result of the acquisition, defendant became a "controlled group" member of Metaldyne and is therefore liable for the unfunded benefit liabilities and termination premiums that arose from the termination of Metaldyne's Pension Plan ("the Pension Plan"). Id. ¶ 1.

On April 8, 2011, defendant moved to dismiss the complaint under Federal Rule of Civil Procedure 12(b)(2) for lack of personal jurisdiction. Def.'s Mot. to Dismiss [Dkt. # 11] at 1. On March 14, 2012, the Court denied defendant's motion on the grounds that plaintiff had made a prima facie showing that the Court had specific jurisdiction over defendant. Pension Benefit Guar. Corp. v. Asahi Tec Corp., 839 F. Supp. 2d 118, 120 (D.D.C. 2012).

After the Court's March 2012 ruling, defendant answered the complaint asserting lack of personal jurisdiction as one of its affirmative defenses. Def.'s Answer  [*53]  and Affirmative Defenses ("Answer") [Dkt. # 51] ¶ 30. Subsequently, plaintiff moved for partial summary judgment pursuant to Federal Rule of Civil Procedure 56 on two issues: (1) defendant's  [**3] affirmative defense of lack of personal jurisdiction; and (2) defendant's liability for unfunded benefit liabilities under 29 U.S.C. § 1362 and for termination premiums under 29 U.S.C. §§ 1306(a)(7) and 1307(e)(2). Pl.'s Mot. for Partial Summ. J. ("Pl.'s Mot.") [Dkt. # 58] at 1; Compl. ¶ 26. The motion leaves the question of damages for another day. For the reasons stated below, the Court will grant plaintiff's motion.

BACKGROUND I. Factual Background

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979 F. Supp. 2d 46 *; 2013 U.S. Dist. LEXIS 143733 **; 56 Employee Benefits Cas. (BNA) 2579

PENSION BENEFIT GUARANTY CORPORATION, Plaintiff, v. ASAHI TEC CORPORATION, Defendant.

Prior History: Pension Benefit Guar. Corp. v. Asahi Tec Corp., 839 F. Supp. 2d 118, 2012 U.S. Dist. LEXIS 34145 (D.D.C., 2012)

CORE TERMS

termination, premiums, controlled group, pension plan, underfunded, sponsor, contributing, acquisition, special rule, liquidation, designated, unfunded, Email, payor, reorganization, pension, plans, termination date, obligations, pension liability, Reply, summary judgment, single-employer, bankruptcy reorganization, lack of personal jurisdiction, personal jurisdiction, merger agreement, subsidiary, offering, affirmative defense

Business & Corporate Compliance, Pensions & Benefits Law, Regulators, US Pension Benefit Guaranty Corporation, Pensions & Benefits Law, ERISA, Plan Termination, General Overview, Civil Procedure, Summary Judgment, Entitlement as Matter of Law, Appropriateness, Burdens of Proof, Movant Persuasion & Proof, Nonmovant Persuasion & Proof, Genuine Disputes, Materiality of Facts, Judgments, Evidentiary Considerations, Evidence, Inferences & Presumptions, Inferences, Jurisdiction, In Rem & Personal Jurisdiction, Constitutional Limits, Jurisdictional Sources, Constitutional Sources, In Personam Actions, Due Process, Pleadings, Service of Process, Subject Matter Jurisdiction, Jurisdiction Over Actions, General Jurisdiction, Minimum Contacts, Purposeful Availment, Constitutional Law, Fundamental Rights, Procedural Due Process, Scope of Protection, Challenges, Substantial Contacts, Liability for Termination, Allocation, Multiemployer Plans, Liability for Withdrawals, Employers Under Common Control, Tax Law, C Corporations, Consolidated Returns & Liability, Tax Accounting, Retirement Plans, Partial Summary Judgment, Involuntary Termination, Termination Insurance, Administrative Law, Judicial Review, Standards of Review, Deference to Agency Statutory Interpretation, Governments, Legislation, Interpretation, Presumptions, Creation, Bankruptcy Law, Reorganizations, Plans, Postconfirmation Effects, Effects of Confirmation, Bankruptcy, Conversion & Dismissal, Reorganizations