In Einhorn v. M.L. Ruberton Construction Co., No. 09-4204, 2011 U.S. App. LEXIS 1171 (3d Cir. 2011), the U.S. Court of Appeals for the Third Circuit reversed a lower court ruling and held that a purchaser of the assets of an employer obligated to contribute to a multiemployer benefit plan may, under certain circumstances, be held liable for the seller’s delinquent contributions to that plan.

In reaching this conclusion, the Third Circuit followed the reasoning in Upholsterers’ International Union Pension Fund v. Artistic Furniture of Pontiac, 920 F.2d 1323 (7th Cir. 1990). Einhorn creates legal uncertainty for a purchaser who does not want to assume a seller’s pension plan obligations as part of an asset sale. Please see the attached memo for further details.


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