The opinion
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
BOARD OF TRUSTEES OF THE IRON )
WORKERS ST. LOUIS DISTRICT )
COUNCIL PENSION TRUST, et al., )
)
Plaintiffs, )
)
vs. ) Case No. 4:22 CV 1049 JMB
)
BARNHART CRANE & RIGGING CO., )
)
Defendant. )
MEMORANDUM AND ORDER
After a hearing on October 10, 2023, various deadlines were set for discovery, Defendant’s
Motion for Partial Summary Judgment (Doc. 37), and a discovery dispute between the parties
regarding Plaintiffs’ Interrogatory #6 and Request to Produce #6. The Court also heard argument
on Plaintiffs’ Motion to Amend the Complaint (Doc. 35), which is fully briefed. Accordingly,
now pending before the Court are Plaintiffs’ Motion to Amend Complaint (Doc. 35) and the
discovery dispute. Also pending before the Court are two unopposed Motions for Leave to File
Under Seal (Docs. 72 and 76).
I. Background
Plaintiffs Board of Trustees of the Iron Workers St. Louis District Counsel Pension Trust
(“Pension Trust”), Board of Trustees of the Iron Workers St. Louis District Council Annuity Trust
(“Annuity Trust”), Board of Trustees of the Iron Workers St. Louis District Council Welfare Plan
(“Welfare Plan”), Iron Workers Local No. 103 of the International Association of Bridge,
Structural, Ornamental, and Reinforcing Iron Workers (“Local 103”), Iron Workers Local No. 321
of the International Association of Bridge, Structural, Ornamental, and Reinforcing Iron Workers
(“Local 321”), and Iron Workers Local No. 782 of the International Association of Bridge,
Structural, Ornamental, and Reinforcing Iron Workers (“Local 782”), filed a Complaint on
September 30, 2022 (Doc. 1) pursuant to the Employment Retirement Income Security Act of 1974
(ERISA), 29 U.S.C. § 1001, et. seq., against Defendant, Barnhart Crane & Rigging Co. Plaintiffs
allege that Defendant failed to pay contributions, damages, and interest from October 1, 2016 to
the present for work performed by individuals within the “territorial jurisdiction” of the Iron
Workers St. Louis District Council (which includes Locals 103, 321, and 782).1
Plaintiffs allege that Defendant is a signatory to a National Maintenance Agreement with
the International Association of Bridge, Structural, Ornamental, and Reinforcing Iron Workers
Union, AFL-CIO (Doc. 1, ¶ 25). The National Maintenance Agreement allegedly obligates
Defendant to pay wages and fringe benefit contributions in accordance with Collective Bargaining
Agreements entered into by the Pension Trust, Annuity Trust, Welfare Plan, and Locals 103, 321,
and 782 and covering various workers. In addition, Plaintiffs allege that Defendant is a signatory
to “at least one Participation Agreement” with the Pension Trust, Annuity Trust, and Welfare Plan
(Doc. 1, ¶ 28). They allege that the Participation Agreement binds Defendant to their trust fund
agreements, which include clauses related to auditing and collecting employer contributions.
In Count I, Plaintiffs claim that Defendant breached these agreements by failing to timely
pay contributions related to Local 46, Local 321, and Local 782 from October 1, 2016 to September
30, 2019. Plaintiffs further claim that Defendant paid the contributions, liquidated damages, and
interest related to Local 46 and Local 782 in September, 2022. However, they allege that
Defendant still owes contributions ($50,222.22), liquidated damages ($5,022.22), and interest
1 The Complaint also mentions Iron Workers Local No. 46 of the International Association of Bridge, Structural,
Ornamental and Reinforcing Iron Workers (“Local 46”), however, Local 46 is not listed in the caption.
($34,469.11) related to Local 321 (for a total of $89,713.55). Finally, Plaintiffs allege that more
money may be due once a subsequent audit has been performed for October 2019 to the present.
In Count II, Plaintiffs allege that Defendant owes additional contributions and work
assessments (totaling $202,228.13) related to Local 103 for the time period January 1, 2017 to
November 30, 2020. In Count III, Plaintiffs allege that Defendant owes additional contributions
and work assessments (totaling $217,274.76) related to Local 321 for the same time period. In
Count IV, Plaintiffs allege that Defendant owes additional contributions and work assessments
(totaling $128,568.36) related to Local 782 for the same time period. For each Counts II to IV,
Plaintiffs further request liquidated damages and/or interest and an order directing Defendant to
participate in additional audits for December 1, 2020 to the present.
In its Amended Answer (Doc. 60), Defendant denies the existence of the National
Maintenance Agreement (which is not attached to the Complaint) but admits that it is subject to
one Participation Agreement with iron workers from Local 392 only (Id., ¶¶ 25, 29). Local 392 is
not a party to this lawsuit but a Participation Agreement to which it is a signatory is attached to
the Complaint (Doc. 1-1). Defendant also asserts affirmative defenses including “setoff for
amounts paid to and/or pursuant to agreements with local ironworkers unions” (Id. p. 9, ¶ 3).
In their Motion to Amend, which was timely filed on August 14, 2023, Plaintiffs assert that
“since initiating the lawsuit” they have found additional agreements which bind Defendant, namely
a General Presidents’ Project Maintenance Agreement (“GPPMA”) and a Wind Turbine
Agreement (“WTA”) (Doc. 35, ¶ 12). They further allege that these agreements require Defendant
to pay contributions for work “performed at additional locations” (Id. ¶ 13). Plaintiffs further seek
to revise their prayer for damages.
In the proposed amended complaint (Doc. 35-1), Plaintiffs include reference to the
GPPMA and WTA and further include paragraphs related to Local 577 of the International
Association of Bridge, Structural, Ornamental, and Reinforcing Iron Workers. Plaintiffs also
increased their prayer for damages in Count I from $89,713.55 to $2,286,270.12 (plus any
additional amounts found to be due and owing). The amount requested is not just related to Locals
103, 321, and 782 but includes claims that appear to be related to nonparties Local 46 and Local
577. At the hearing, Plaintiffs clarified. They argue that Defendant engaged in a process of hiring
ironworkers from one territorial jurisdiction to conduct work in the territorial jurisdiction of one
of the named Locals. Defendant then allegedly paid the rate and contributions of the out-of-
territory ironworker at the rates commanded by that out-of-territory ironworker as opposed to the
higher going rate/contributions in the jurisdiction of the named Locals in which they performed
work.
In response, Defendant argues that Plaintiffs’ claim that they recently discerned the two
agreements and the additional request for damages is disingenuous. In particular, Defendant notes
that Plaintiffs knew of the WTA in March, 2022, six months prior to filing the complaint (Doc.
40-2, p. 1).2 Defendant further notes that Plaintiffs produced the “2018” GPPMA in their initial
disclosures on January 13, 2023 (Doc. 40-1, p. 3). Defendant states that allowing an amendment
now, shortly prior to the close of discovery (at the time, October 13, 2023), would be prejudicial,
and that, in any event the amendment would be futile. At the hearing, Defendant also argued that
Plaintiffs are attempting to make them liable for what is essentially an internal Union issue: namely
the balancing, rectifying, refunding, and/or equalizing of Union wages and benefits in different
jurisdictions.
2 This exhibit is a demand letter from Plaintiffs’ counsel Michael S. Vojta of the firm Johnson and Krol (which
represents Plaintiffs before this Court, albeit with different attorneys) dated March 10, 2022.
In light of Plaintiffs’ theory, they have engaged in discovery related to the location of
jobsites and whether ironworkers were employed at those jobsites. This discovery includes
Plaintiffs’ Interrogatory #6 and related Request to Produce information related to year 2019.
Plaintiffs argue that Defendant has failed to provide the critical information – namely whether
ironworkers were employed at various job sites within the territorial jurisdiction of the named
Locals even if those ironworkers are not members of the named Locals. Defendant states that it
has provided all discovery requested and that Plaintiffs are merely engaging in a fishing expedition
in order to prove up their flawed legal theory. After failing to acquire the information they want
from Defendant, Plaintiffs issued third-party subpoenas to entities that employed Defendant for
work conducted in Arkansas (the Western part of which is included in Local 321’s jurisdiction).
Those subpoenas, and responses thereto, remain outstanding.
II. Discovery Dispute
Plaintiffs’ Interrogatory #6 states:
Identify the projects performed by Barnhart during the audit period within the Local
321 Territorial Jurisdiction.
For each project, provide the project number, location of the project (city and state),
and time period in which the project was performed.
(Doc. 57, p. 6). The “audit period” refers to October 1, 2016 to November 30, 2020 and the
Territorial Jurisdiction refers to Howell County, MO and about 55 counties in Arkansas. In
response, Defendant states:
ANSWER: Defendant objects to the period in question, to the extent that “audit
period” differs from Plaintiffs’ defined term, “Audit Period.” Defendant further
objects to this interrogatory on the grounds it seeks documents and information that
are not proportional to the needs of the case considering the totality of the
circumstances, the information sought is not important in resolving the issues, and
the burden upon Defendant of obtaining the information sought outweighs its likely
benefit to Plaintiffs. Defendant further objects to this interrogatory as overly broad
and unduly burdensome.
Subject to and without waiving said objection, see documents produced herewith
and bates labeled BAR000679-802, which consist of remittance reports for each
ironworker who provided work for Barnhart in the state of Arkansas in 2019 and
spreadsheets bates labeled BAR000678 and BAR000803.
These documents include Excel spreadsheets, some of which are not understandable (to the Court)
without additional explanation or reference and other documents containing information. These
other documents contain lists of names of various employees associated with various Locals (i.e.
79, 167, 405, 469, 782, and others) for certain time periods and which indicate hours worked and
ERISA contributions made in 2019. Based on Defendant’s written response, the Court assumes
that these persons worked in relevant counties in Arkansas, although it is not immediately apparent
from the documents provided. Defendant supplemented its production after an August 1, 2023
meet-and-confer, producing additional spreadsheets for work done in Arkansas from 2016-2018
and 2020. These documents provide project numbers, customer names, and county locations for
work performed.
In their statement of the discovery dispute, Plaintiffs argue that the information is
insufficient because, based on a corporate designee deposition, Defendant has “job site reports”
that include “project number and locations of Barnhart’s projects . . . [and] will allow the Plaintiffs
to determine what work was performed within Local 321’s jurisdiction and whether that work was
performed pursuant to the National Maintenance Agreement, or some other CBA.” Plaintiffs
further represent that Defendant provided job site reports for projects other than projects in
Arkansas.
In its statement of the discovery dispute, Defendant states that the discovery has been
resolved or abandoned. It represents that it provided detailed information about 5 jobsites
requested by Plaintiffs, job site reports for 2019 for projects in Arkansas, and job site data for all
years requested for projects in Arkansas. Defendant further states that the job site reports are
burdensome, that it is, in any event, entitled to judgment on claims related to these reports, and
that Plaintiffs do not need the information because their auditor has issued a final report (indicting
that additional information is not required for Plaintiffs to assess damages).
Federal Rule of Civil Procedure 26(b)(1) provides for discovery on any relevant matter
provided that the discovery is proportional to the needs of the case. This Court has broad discretion
in managing discovery. Williams v. TESCO Services, Inc., 719 F.3d 968, 976 (8th Cir. 2013).
Contributions allegedly owed as to Local 321 is the subject of the Complaint and
Defendant’s Motion for Partial Summary Judgment and the response thereto (Docs. 37, 74). Those
contributions can be determined, in part, from the job site reports, which Defendant has provided
as to 2019. It further appears from the additional spreadsheets provided by Defendant that
ironworkers were employed during the relevant time period in the territorial jurisdiction of Local
321 – the spreadsheets, however, do not have the detail required to determine how many
ironworkers were employed, what hours they worked, and to which Local they belonged
(information that is contained in the individual job site reports). As such, those detailed job site
reports are relevant to Plaintiff’s theory of their case and therefore relevant to this litigation.
However, requiring Defendant to provide job site reports for each job site in the state of
Arkansas for 4 years (or perhaps 7 years) is not proportional for the needs of this case at this time.
First, Defendant indicates that providing job site reports for the number of years and the number
of job sites reported would be burdensome. The Court is mindful that because of the manner in
which the parties have presented their arguments, they are not able to explain in detail or respond
to each other’s arguments. However, from the material submitted, it appears that Defendant cannot
simply do an electronic records search because the job site reports appear to be handwritten and of
varying format. As such, it does appear that producing these paper documents may be burdensome.
In addition, Defendant’s motion for partial summary judgment presents a legal question: whether,
pursuant to the agreements at issue, Defendant owes any or additional contributions to the funds
associated with Local 321. This legal question does not require additional discovery: if the Court
were to find that the agreements do not mandate additional contributions, no further job site reports
would be necessary. If the Court came to a different conclusion, then necessary discovery may be
directed at that time. Thus, at this point of the litigation, requiring additional discovery when the
matter may be resolved on summary judgment is not proportional to the needs of the case.
III. Motion to Amend
Federal Rule of Civil Procedure 15(a)(2) provides that a party may amend a pleading with
the opposing party’s consent or leave of court and that “[t]he court should freely give leave when
justice so requires.” It is within the district court’s discretion to deny amendment if there is “undue
delay, bad faith, or dilatory motive, repeated failure to cure deficiencies by amendments previously
allowed, undue prejudice to the non-moving party, or futility of the amendment.” Reuter v. JAX
Ltd., Inc., 711 F.3d 918, 922 (8th Cir. 2013) (quotation marks and citation omitted). When there
is also a scheduling order that sets forth a deadline for amendment of pleadings, it is within this
court’s broad discretion to determine “when exceptions to these deadlines are appropriate.” Knoth
v. Smith & Nephew Richards, 195 F.3d 355, 358 (8th Cir. 1999). Plaintiffs’ Motion is timely.
Defendant argues that leave to amend should be denied because discovery has (now)
closed, the amendments would be futile, there has been undue delay in seeking leave to amend,
and it would be prejudiced. Defendant’s arguments make sense: Plaintiffs knew about the newly
alleged agreements months prior to seeking leave, Plaintiffs appear to assert claims of non-parties,
and allowing leave may require additional discovery which would be prejudicial. Plaintiffs
themselves only offer unconvincing statements in response – that they have been acting in good
faith and that they would like to present comprehensive claims. Moreover, the Court does not find
convincing Plaintiffs’ hint that Defendant has been dilatory in the discovery process, there being
only one discovery dispute that has been brought to the Court’s attention.
Nonetheless, Defendant also has been aware of the two agreements, the WTA and the
GPPMA, even though it argues that Plaintiffs are not signatories or beneficiaries of the agreements.
And, Plaintiffs’ increased prayer for damages is just that, a prayer. Permitting an amended
complaint does not mandate that Plaintiffs would be entitled to all the damages they request.
Permitting an amended complaint also does not require a finding that Plaintiffs can benefit from
the contracts they present in their pleading. The Court is mindful that permitting amendment at
this stage, when dispositive motions have been filed, will complicate this case. However, the Court
does not read the proposed amended complaint as adding any additional claims or new legal
theories – Plaintiffs are merely bolstering their original claims with additional contractual support.
With that in mind, to the extent that Plaintiffs may be attempting to add claims of non-parties,
those claims are STRICKEN.
Plaintiffs shall file their amended complaint within three (3) days of the date of this order.
An answer is due fourteen (14) days after service.
IV. Motions to Seal
Plaintiffs seek to seal various reports that include confidential employment data for various
individuals. The production of these reports are governed by the Protective Order (Doc. 32). For
good cause shown, the Motions are GRANTED.
V. Conclusion
For the foregoing reasons, Plaintiffs’ Motion to Amend Complaint (Doc. 35) is
GRANTED and Plaintiffs’ two unopposed Motions for Leave to File Under Seal (Docs. 72 and
76) are GRANTED. Plaintiffs shall file their amended complaint within three (3) days of the date
of this Order; an answer is due fourteen (14) days after service. To the extent that Plaintiffs’
Amended Complaint attempts to assert claims of non-parties, those claims are STRICKEN. This
matter is set for a Status Conference on January 11, 2024 at 9:30 a.m. in Courtroom 15S. Parties
should be prepared to discuss any necessary discovery and supplementation of the pending motions
for summary judgment and to exclude.
/s/ John M. Bodenhausen
JOHN M. BODENHAUSEN
UNITED STATES MAGISTRATE JUDGE
Dated this 28th day of November, 2023