Boards of Trustees of the Sheet Metal Workers Pension Trust of Northern…

Background

The plaintiffs are employee benefit plans and their fiduciaries. They sued Douglas Levering, who was named individually and as doing business as Douglas Heating and Cooling, also known as Douglas Heating & Cooling. The plaintiffs seek to enforce an arbitration award against him.

According to the complaint, Levering signed a Standard Form Union Agreement with Sheet Metal Workers International Association Local Union No. 104 and certain Bay Area contractor associations. He signed as president of Douglas Heating & Cooling, and the plaintiffs were third-party beneficiaries of the agreement.

In January 2019, Levering announced that he was shutting down his business. The complaint says he later told the Union that he still intended to perform work covered by the agreement and other bargaining agreements, but not as a union contractor. The Union began a grievance proceeding under the agreement. The agreement provided for arbitration before a Local Joint Adjustment Board and allowed enforcement of awards in a court with authority to hear the matter.

Levering did not appear at the properly noticed hearing. The Board issued an award of $132,302.60 against Douglas Heating & Cooling.

Motion and analysis

Levering moved to dismiss under Federal Rule of Civil Procedure 12(b)(6), which permits dismissal when a complaint does not adequately state a legal claim. His sole argument was that he was not personally liable for the award because his company was a corporation and the corporate form protected him from personal liability.

The court denied the motion. It explained that Levering’s argument was effectively a factual challenge to the complaint. The plaintiffs alleged that Levering was personally liable because the company name was a doing-business-as name. The court cited the principle that a doing-business-as name does not create a separate legal entity from the person or corporation operating the business.

Both sides submitted documents outside the complaint. The court said that such evidence might be appropriate on summary judgment or at trial, but not for resolving this pleading-stage motion. The court declined to take judicial notice of the documents or to treat them as establishing the truth of disputed facts alleged in the complaint. All requests for judicial notice were denied.

Disposition

The motion to dismiss was denied. The court stated that the parties could file early summary-judgment motions if the record warranted them, but cautioned that multiple summary-judgment motions were not permitted. The court also set a case-management conference for April 8, 2021. Judge James Donato issued the order.