Opinion

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

SHOPMEN’S LOCAL NO. 502 : CIVIL ACTION

PENSION PLAN, et al. :

:

v. :

:

PENCOYD IRON WORKS, INC., : NO. 25-3411

et al. :

MEMORANDUM

Bartle, J. June 4, 2026

Plaintiffs Shopmen’s Local No. 502 Pension Plan and

its Trustees have sued the defendants to recover payments for

withdrawal liability under the Employee Retirement Income

Security Act (“ERISA”), 29 U.S.C. §§ 1132 and 1145, and the

Multiemployer Pension Plan Amendments Act of 1980 (“MPPAA”), 29

U.S.C. §§ 1399 and 1451. The gist of the first Amended

Complaint is that in the fall of 2024 defendant Pencoyd Iron

Works, Inc. (“Pencoyd”) notified plaintiffs of its planned

cessation of its fabrication operations. On January 27, 2025,

plaintiffs demanded that Pencoyd fulfill its resulting

obligation to pay plaintiffs $327,154. Pencoyd has failed to do

so. Plaintiffs assert that defendants James Heldring, J.

Alexander Properties LLP, 2 School Lane LLC, and 4 School Lane

LLC, as part of the controlled group of Pencoyd, are also liable

for the payments due. 29 U.S.C. § 1301(a)(14).

These five defendants have all moved to dismiss the

first Amended Complaint under Rule 12(b)(1) of the Federal Rules

of Civil Procedure for lack of subject matter jurisdiction,

under Rule 12(b)(6) for failure to state a claim upon which

relief can be granted, and under Rule 8(a) for failure to meet

its pleading requirements.

I

Defendants first challenge this court’s subject matter

jurisdiction under Rule 12(b)(1) based on the plaintiffs’ lack

of standing. A challenge to standing usually is one testing the

court’s jurisdiction. See Ballentine v. United States, 486 F.3d

806, 810 (3d Cir. 2007); see also Potter v. Cozen & O’Connor, 46

F.4th 148, 153 (3d Cir. 2022). To have standing, a party must

establish that there is an injury in fact which is “concrete and

particularized” and “actual or imminent,” that the injury is

“fairly traceable to the challenged action of the defendant,”

and that it is likely “that the injury will be redressed by a

favorable decision.” Lujan v. Defs. of Wildlife, 504 U.S. 555,

560-61 (1992) (citation modified). The defendants’ attack on

standing is a facial one as it focuses solely on the allegations

in the first Amended Complaint. See Mortensen v. First Fed.

Sav. and Loan Ass’n, 549 F.2d 884, 891 (3d Cir. 1977); In re

Horizon Healthcare Servs. Inc. Data Breach Litig., 846 F.3d 625,

632-33 (3d Cir. 2017). In reviewing a facial attack, the court

may consider “the allegations of the complaint and documents

referenced therein and attached thereto, in the light most

favorable to the plaintiff.” Const. Party of Pa. v. Aichele,

757 F.3d 347, 358 (3d Cir. 2014) (quoting In re Schering Plough

Corp. Intron/Temodar Consumer Class Action, 678 F.3d 235, 243

(3d Cir. 2012)).

A Rule 12(b)(6) motion challenges the legal

sufficiency of the claim, and the review is limited to the

complaint itself, any undisputed documents integral to the

complaint, and facts of which the court may take judicial

notice. See Phillips v. Cnty. of Allegheny, 515 F.3d 224, 233

(3d Cir. 2008); Umland v. PLANCO Fin. Servs., Inc., 542 F.3d 59,

64 (3d Cir. 2008); Schmidt v. Skolas, 770 F.3d 241, 249 (3d Cir.

2014). The court must accept as true all well pleaded facts in

considering both Rule 12(b)(6) and facial challenges to standing

under Rule 12(b)(1) motions. In re Horizon Healthcare Servs.

Inc. Data Breach Litig., 846 F.3d at 633.

As to Rule 8(a), the allegations in the complaint must

meet the plausibility standard articulated in Ashcroft v. Iqbal,

556 U.S. 662, 678 (2009) and Bell Atlantic Corp. v. Twombly, 550

U.S. 544, 570 (2007). See also Phillips v. Cnty. of Allegheny,

515 F.3d 224, 233 (3d Cir. 2008). A complaint is typically only

dismissed as a “shotgun pleading if it is so confused,

ambiguous, vague, or otherwise unintelligible that its true

substance, if any, is well disguised.” Fike v. Glob. Pharma

Healthcare Priv., Ltd., 741 F. Supp. 3d 265, 272 (E.D. Pa.

2024).

II

Plaintiffs are a multiemployer pension plan and its

trustees. They allege that the pension plan was established to

provide retirement benefits to eligible participants and

beneficiaries. As part of collective bargaining agreements with

Ironworkers Local No. 852 of the International Association of

Bridge, Structural, Ornamental, and Reinforcing Iron Workers,

defendant Pencoyd agreed to participate in and contribute to the

pension plan.

Defendant Pencoyd is a corporation incorporated in

Pennsylvania with an office registered in Wayne, Pennsylvania.

James Heldring was the president of Pencoyd. Pencoyd’s

operations took place at 4 School Lane in Folcroft,

Pennsylvania.

Sometime in the fall of 2024, Pencoyd notified

plaintiffs orally and in writing that it planned to cease its

fabrication operations. On January 27, 2025, plaintiffs

demanded that Pencoyd, beginning on March 1, 2025, make 119

payments totaling $327,154 towards its withdrawal liability.

Pencoyd has not made any payments.

On March 7, 2025, plaintiffs sent Pencoyd a request

for information to determine whether any other entities were

under common control with Pencoyd. Pencoyd failed to respond

within thirty days as required by 29 U.S.C. § 1399(a).

Three entities, 2 School Lane LLC, 4 School Lane LLC,

and J. Alexander Properties LLP, also have registered offices at

Pencoyd’s Wayne, PA address. J. Alexander Properties LLP owns

the real property located at 2 School Lane in Folcroft. Because

2 School Lane LLC is a general partner of J. Alexander

Properties LLP, it has an indirect ownership interest in that

location.

J. Alexander Properties LLP also owns the real

property located at 4 School Lane in Folcroft, which, as noted

above, was the site of Pencoyd’s operations. According to the

Amended Complaint, the president of Pencoyd, James Heldring, has

previously been seen at this location. As noted, plaintiffs

assert that defendants James Heldring, J. Alexander Properties

LLP, 2 School Lane LLC, and 4 School Lane LLC, as part of the

controlled group of Pencoyd, are also liable for the payments

due.

On July 3, 2025, plaintiffs filed suit against

defendant Pencoyd. In its answer to the initial complaint,

Pencoyd conceded that it was “no longer an active business

entity.” Pencoyd further pleaded that it sought to withdraw

from the pension plan because Pencoyd was no longer operating.

Five months later, plaintiffs amended their complaint

to add James Heldring, 2 School Lane LLC, 4 School Lane LLC, and

J. Alexander Properties LLP as parties.1 Plaintiffs bring claims

against the defendants for “Collection” and “Collection Based on

Veil Piercing,” in part seeking full and accelerated payment of

the withdrawal liability.

III

Defendants first argue that plaintiffs lack standing

by failing to allege that Pencoyd made a complete or partial

withdrawal from the pension plan. Under 29 U.S.C. § 1383(a), an

employer is deemed to have completely withdrawn from the pension

plan when it either “(1) permanently ceases to have an

obligation to contribute under the plan, or (2) permanently

ceases all covered operations under the plan.”

In paragraph twenty-seven of the first Amended

Complaint, plaintiffs allege that “[i]n fall 2024, Pencoyd

1 Plaintiffs also added Master Builders and Erectors (a New

Jersey Corporation) and Master Builders and Erectors (a

Pennsylvania Corporation) as defendants. These defendants have

not been served and are not parties to this pending motion. On

June 3, 2026, the court dismissed them without prejudice for

failure to prosecute (Doc. #34). Count II of the Amended

Complaint alleges only that these two defendants are successors

to Pencoyd and are jointly and severally liable for the

withdrawal liability. Because these parties have been

dismissed, Count II will be dismissed as well.

notified [plaintiffs], orally and in writing, of its planned

cessation of its fabrication operations.” Significantly, in

paragraph five of its answer to plaintiffs’ original complaint,

Pencoyd admitted that it “is no longer an active business

entity.” It also admitted, in paragraph twelve of its answer,

it “sought to withdraw from the union and the pension plan.

This was because Pencoyd was closing and would no longer

operate.” Under the circumstances, plaintiffs have plausibly

alleged that they have a valid claim of withdrawal liability

against Pencoyd.

Defendants also argue that the trustees of the pension

plan have failed to adequately allege that they have standing.

However, the Amended Complaint references the trust agreement

and pension plan documents, and the court may consider them when

reviewing a facial attack on jurisdiction. Const. Party of Pa.,

757 F.3d at 358. These documents provide that the trustees

“have the exclusive right, power and authority, in their sole

discretion, to administer the [pension plan]” and have all

powers necessary to “commence or defend legal proceedings.”

Plaintiffs have stated the precise damages allegedly suffered

because of defendants’ failure to pay the withdrawal liability,

and a decision in plaintiffs’ favor would redress this alleged

injury. See Lujan, 504 U.S. at 560-61. The trustees have

plausibly pleaded that they have standing to bring their claims.

IV

Three defendants, J. Alexander Properties LLP, 2

School Lane LLC, and 4 School Lane LLC, next assert that the

first Amended Complaint fails as to them because plaintiffs have

not sufficiently pleaded that they are part of the controlled

group of Pencoyd. The MPPAA, an amendment to ERISA, extends

liability to “trades or businesses (whether or not incorporated)

which are under common control” with a withdrawing employer like

Pencoyd. 29 U.S.C. §§ 1301(b)(1), 1381(a). The MPPAA does not

state what constitutes a “trade or business” that is “under

common control.” It authorizes the Pension Benefit Guaranty

Corporation to define “common control” in a manner “consistent

and coextensive with” regulations promulgated by the Treasury

Department under 26 U.S.C. § 414(b)-(c). See 29 U.S.C. §

1301(a)(14); see also Flying Tiger Line v. Teamsters Pension Tr.

Fund of Phila., 830 F.2d 1241, 1244 n.2 (3d Cir. 1987). The

Treasury regulations define entities under common control as

those either linked by a parent corporation or a group of five

or fewer individuals who control a certain percent of a

company’s voting shares or profits. 26 U.S.C. § 1563(a). These

control group regulations have been applied to limited liability

corporations and limited partnerships. See, e.g., Steelworkers

Pension Tr. by Bosh v. Renco Grp., Inc., 694 F. App'x 69, 71-73

(3d Cir. 2017); GCIU-Emp. Ret. Fund v. Harvard Press, Inc., No.

CV 16-1074, 2020 WL 2060291, at *6 (D.N.J. Apr. 28, 2020); Cent.

Pa. Teamsters Pension Fund v. Waggoner, No. 5:20-CV-05560-JMG,

2022 WL 17721073, at *1, *11 (E.D. Pa. Dec. 15, 2022).

Even assuming that these defendants are “trades or

businesses” subject to liability, plaintiffs have not

sufficiently alleged that they and Pencoyd were under common

control. Plaintiffs allege that J. Alexander Properties LLP, 2

School Lane LLC, and 4 School Lane LLC share the same address as

Pencoyd. J. Alexander Properties LLP owns the real properties

at 2 School Lane and 4 School Lane, and Pencoyd used to operate

at 4 School Lane. The Amended Complaint, however, does not

allege that Heldring, or any identified groups or companies

control voting shares or profits of Pencoyd, J. Alexander

Properties LLP, 2 School Lane LLC, and 4 School Lane LLC.

Pencoyd’s presence at these real properties does not lead to any

inferences as to common control. As a result, plaintiffs have

failed to plead sufficiently that J. Alexander Properties LLP, 2

School Lane LLC, and 4 School Lane LLC are part of a control

group with Pencoyd. The claims against these three defendants

will be dismissed.2

2 Plaintiffs also appear to bring alter ego and veil piercing

claims against these defendants. Under the MPPAA, a party

cannot bring a veil piercing claim against a corporate

defendant, because it overlaps with the common control

provisions of the MPPAA. See Brown v. Astro Holdings, Inc., 385

F. Supp. 2d 519, 533-34 (E.D. Pa. 2005). While an alter ego

Defendant James Heldring, the president of Pencoyd,

also argues that plaintiffs have failed to sufficiently plead

that he is part of the controlled group. The MPPAA’s “common

control” provision does not apply to individuals. Brown v.

Astro Holdings, Inc., 385 F. Supp. 2d 519, 534 (E.D. Pa. 2005);

Gov’t Dev. Bank for P.R. v. Holt Marine Terminal, Inc., No. CV

02-7825, 2011 WL 1135944, at *13 (E.D. Pa. Mar. 24, 2011).

However, withdrawal liability under the MPPAA can be extended to

individual officers if they can be considered sole proprietors

or be reached through a veil piercing theory. See Brown, 385 F.

Supp. 2d at 528, 532, 534. Plaintiffs allege sufficient facts

to support a veil piercing theory as a result of Heldring’s

position with Pencoyd. Defendant Heldring also maintains that

this controlled group liability only applies to single employer

plans and not to multi-employer plans to which Pencoyd was a

party. He is incorrect. See e.g., Cent. States, Se. and Sw.

Areas Pension Fund v. Laguna Dairy, S. De R.L. De C.V., 132

F.4th 672 (3d Cir. 2025); Steelworkers Pension Tr. by Bosh v.

Renco Grp., Inc., 694 F. App'x 69, 71-72 (3d Cir. 2017).

claim under the MPPAA can be brought against corporate

defendants, the sole fact that these defendants share the same

address as Pencoyd is insufficient. See id. at 531-33.

V

Defendants further assert that the first Amended

Complaint should be dismissed under Rule 12(b)(6) for failure of

plaintiffs to allege compliance with certain notice and

arbitration provisions of ERISA and the amendments made thereto

by the MPPAA or stayed pending arbitration. They allege that

plaintiffs did not provide proper notice of the demand for

withdrawal liability, which is a prerequisite to making a claim

for withdrawal liability. See 29 U.S.C. § 1399(b)(1).

Defendants argue that “at a minimum” the matter should be stayed

pending arbitration mandated by the MPPAA. See 29 U.S.C. §

1401(a).

According to the well-pleaded facts in the Amended

Complaint, plaintiffs, on January 27, 2025, sent to Pencoyd a

demand for payment of withdrawal liability which included the

amount of the liability and the schedule for liability payments

as required under 29 U.S.C. § 1399(b)(1). See also Cent.

States, Se. and Sw. Areas Pension Fund, 132 F.4th at 682.

Notifying one member of a controlled group suffices to notify

all members. See id. at 681. Plaintiffs have plausibly pleaded

notice to defendants.

Pursuant to 29 U.S.C. § 1401(a)(1), the parties may

jointly initiate arbitration within 180 days of the date of the

plan sponsor’s demand for payment. Plaintiffs notified

defendants on January 27, 2025. Thus, the parties could have

jointly requested arbitration up until July 26, 2025.

Alternatively, a longer period of time to initiate

arbitration proceedings may be triggered if an employer requests

that the plan sponsor review its withdrawal liability. See 29

U.S.C. § 1401(a)(1). An employer has ninety days from the day

it receives the plan sponsor’s notice to request that review.

29 U.S.C. § 1399(b)(2)(A). Any of the parties may initiate

arbitration proceedings within sixty days after either the plan

sponsor responds to the employer’s review request or 120 days

after an employer requests review, whichever is earlier. 29

U.S.C. § 1401(a)(1)(A)-(B). The latest a party could have

unilaterally initiated arbitration was October 24, 2025.

The statute further provides that:

“[i]f no arbitration proceeding has been

initiated pursuant to subsection (a), the

amounts demanded by the plan sponsor under

section 1399(b)(1) of this title shall be

due and owing on the schedule set forth by

the plan sponsor. The plan sponsor may

bring an action in a State or Federal

court of competent jurisdiction for

collection.”

29 U.S.C. § 1401(b)(1).

There is no allegation that Pencoyd ever requested

that the plaintiffs review its withdrawal liability. In

addition, the parties agree in their briefing that no one has

initiated arbitration, either jointly or otherwise. The time

allowed to initiate arbitration has since expired. As a result,

pursuant to 29 U.S.C. § 1401(b)(1), the plaintiffs were

permitted to bring an action in this court to collect what is

“due and owing.”

VI

Defendants also move to dismiss the Amended Complaint

pursuant to Rule 8(a)(2) of the Federal Rules of Civil

Procedure. They argue that the Amended Complaint is a “shotgun

pleading” because it contains multiple claims that adopt the

allegations of all preceding counts and fails to specify which

defendant is responsible for which acts or omissions. The

Amended Complaint describes in detail specific allegations and

facts pertaining to Pencoyd and Heldring, the remaining

defendants. It is not “so confused, ambiguous, vague, or

otherwise unintelligible” to require dismissal. See Fike, 741 F.

Supp. 3d at 272.