## Facts

- Continental Can Company, Inc. contributed to a multiemployer pension plan, the Chicago Truck Drivers, Helpers and Warehouse Workers Union (Independent) Pension Fund, for a group of Chicago-area truck drivers.
- In July 1985, Continental closed its trucking operation and withdrew from the Fund.
- The Fund assessed withdrawal liability under the Multiemployer Pension Plan Amendments Act (MPPAA), asserting the Fund was underfunded and the statutory trucking-industry exemption did not apply.
- In MPPAA arbitration, the arbitrator found that 61.6% of the Fund’s contributions were attributable to employers primarily engaged in long- and short-haul trucking.
- The arbitrator determined that “substantially all” in 29 U.S.C. § 1383(d)(2) requires at least 85% of contributions and ordered Continental to pay withdrawal liability exceeding $700,000.
- The district court confirmed the arbitration award, agreeing that “substantially all” requires a threshold no lower than 85%.
- Continental appealed, arguing that a simple majority (or 61.6%) should satisfy “substantially all,” making the Fund eligible for the trucking-industry exemption.

## Issues

1. Whether “substantially all” in 29 U.S.C. § 1383(d)(2) requires at least 85% of plan contributions to come from employers primarily engaged in long- and short-haul trucking.
2. Whether a fund receiving 61.6% of contributions from such trucking employers qualifies for the § 1383(d)(2) exemption from withdrawal liability.

## Decision

- The Seventh Circuit affirmed the district court’s judgment enforcing the arbitration award.
- The court held that “substantially all” in § 1383(d)(2) means at least 85% of required contributions.
- Because only 61.6% of contributions were from qualifying trucking employers, the Fund did not qualify for the exemption.
- Continental remained liable for the assessed withdrawal liability.

## Legal Principles

- Under the MPPAA, a withdrawing employer owes withdrawal liability unless a statutory exemption applies. 29 U.S.C. §§ 1381, 1391.
- The trucking-industry exemption in 29 U.S.C. § 1383(d)(2) applies only if “substantially all” required contributions are made by employers primarily engaged in long- and short-haul trucking.
- “Substantially all” is properly quantified as “less than all, but not much less,” and is commonly treated in statutory and administrative usage as requiring about 85% or more.
- A bare majority (or similar share) does not satisfy “substantially all” because it conflicts with ordinary meaning and would dilute the exemption’s limiting function.
- Statutory text controls the scope of an exemption; legislative predictions or expectations about breadth do not override enacted language.
- In MPPAA disputes, factual findings in arbitration are reviewed deferentially, while statutory interpretation is a legal question for the court; agreement with the arbitrator’s legal standard moots any dispute about interpretive deference in the result.

## Conclusion

The court held that the trucking-industry exemption from MPPAA withdrawal liability requires at least 85% of plan contributions to come from trucking employers; because the Fund’s trucking-related contributions were 61.6%, the exemption did not apply and Continental owed withdrawal liability.


Cont'l Can Co. v. Chi. Truck Drivers, Helpers & Warehouse Workers Union (Indep.) Pension Fund, 916 F.2d 1154 (7th Cir. 1990)