CENTRAL STATES , SOUTHEAST AND SOUTHWEST AREAS PENSION FUND and CHARLES A. WHOBREY v. Univar Solutions USA Inc .

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 24-1348
C ENTRAL S TATES , S OUTHEAST AND S OUTHWEST A REAS PENSION
F UND and C HARLES A. WHOBREY ,
Plaintiffs-Appellees,
v.
U NIVAR S OLUTIONS USA I NC .,
Defendant-Appellant.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 22-cv-6464 — Robert W. Gettleman, Judge.
____________________
A RGUED NOVEMBER 15, 2024 — DECIDED J ULY 31, 2025
____________________
Before EASTERBROOK, R OVNER , and K IRSCH , Circuit Judges.
K IRSCH , Circuit Judge. This case presents a narrow ques-
tion: whether an employer gave clear notice of its desire to
terminate a collective bargaining agreement. Univar Solutions
USA Inc. agreed that for the duration of a collective bargain-
ing agreement, it would make pension contributions on be-
half of union members to a multiemployer pension fund. The
agreement contained a so-called evergreen clause that

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2 No. 24-1348
extended it a year at a time until either party provided notice
of a desire to cancel or terminate the agreement. The parties
extended the agreement once by contract. Before the new ex-
piration date, Univar sent a notice proposing the modification
or termination of the agreement. It then entered a successor
agreement that allowed it to withdraw from the Fund and
cease contributing. The Fund sued, and the district court
found Univar’s notice too ambiguous to terminate the agree-
ment. We disagree and reverse.
I
Central States, Southeast and Southwest Areas Pension
Fund (the Fund) is an employee benefit plan and trust gov-
erned by the Employee Retirement Income Security Act of
1974 (ERISA), 29 U.S.C. § 1001 et seq. Participating employers
contribute to the Fund on behalf of their employees. These
contributions are subject to collective bargaining agreements
(CBAs) between the employers and local unions affiliated
with the International Brotherhood of Teamsters. One em-
ployer, Univar Solutions USA Inc. (Univar), entered into a
CBA with Teamsters Local Union No. 283 (the Union) in 2016.
According to the terms of the 2016 CBA, Univar was required
to contribute a certain amount to the Fund for each covered
employee.
This case hinges on two provisions of the 2016 CBA con-
cerning its termination and revision. Section 1 (the Evergreen
Clause) is followed immediately by Section 2 (the Modifica-
tions Clause):
Section 1. This Agreement shall be in full force
and effect from April 1, 2016 to and including
March 28, 2020, and shall continue in full force

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No. 24-1348 3
and effect from year to year thereafter unless
written notice of desire to cancel or terminate
the Agreement is served by either party upon
the other at least sixty (60) days prior to the day
of expiration.
Section 2. It is further provided that where no
such cancellation or termination notice is served
and the parties desire to continue said Agree-
ment but also desire to negotiate changes or re-
visions in this Agreement, either party may
serve upon the other a notice, at least sixty (60)
days prior to March 29, 2020 or April 1 of any
subsequent contract year advising that such
party desires to continue this Agreement but
also desires to revise or change the terms of such
Agreement.
By participating in the Fund, Univar was also bound by a
trust agreement that constrained its ability to limit contribu-
tions provided in a CBA. By its terms, Univar could not elim-
inate or reduce its contributions through a subsequent agree-
ment while the 2016 CBA remained in effect, including
through an extension agreement or by operation of the Ever-
green Clause.
When the March 28, 2020, expiration date was approach-
ing, Univar and the Union extended the 2016 CBA by contract
(the 2020 Extension). This extension outlined several modifi-
cations and provided:
[T]he Parties have agreed to extend the [2016
CBA] until March 28, 2021 with the following
modifications…. This extension Agreement will

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4 No. 24-1348
immediately be made a part of, and attached to,
the [2016 CBA].
Come January 2021, the Union notified Univar in writing
that it “desire[d] to continue its existing Agreement, but also
desire[d] to negotiate changes or revisions in such Agree-
ment.” On January 27, Univar sent a letter in response (the
January 2021 Letter) acknowledging this request and counter-
ing:
The term of [the 2016 CBA] and its one- (1) year
extension expires on March 28, 2021. Pursuant
to 29 U.S.C. § 158(d), please consider this writ-
ten notice that [Univar] proposes the modifica-
tion or termination of the [2016 CBA] and re-
quests to meet and confer with the Union for the
purpose of negotiating a successor Agreement
during March 2021.
Univar and the Union agreed to several temporary exten-
sions of the 2016 CBA during negotiations, eventually execut-
ing a successor CBA in effect from March 29, 2021, through
March 28, 2025 (the Successor CBA). According to the Succes-
sor CBA, “[e]ffective July 3, 2021 [Univar] will withdraw from
and cease making contributions to the [Fund].” Consistent
with these terms, Univar stopped contributing to the Fund af-
ter July 3, 2021.
Internal emails suggest that the Fund knew in February
2021 that Univar intended to end its participation later that
year. The Fund received a copy of the Successor CBA in June
2021, and a written confirmation that Univar had finalized
withdrawal in November. In July 2022, over a year after

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No. 24-1348 5
contributions ended, the Fund complained to Univar for the
first time about its non-payment of contributions.
The Fund sued Univar to recover unpaid contributions
from July 3, 2021, through March 28, 2022, under ERISA, 29
U.S.C. §§ 1132 & 1145. Upon cross motions for summary judg-
ment, the district court ruled in favor of the Fund. It reasoned
that the 2020 Extension did not prevent the 2016 CBA from
automatically renewing under the Evergreen Clause. It fur-
ther found the January 2021 Letter insufficient to terminate
the agreement because it did not unequivocally convey Uni-
var’s desire to do so. As a result, the court concluded that the
2016 CBA was still in full force and effect through March 28,
2022, such that Univar could not have eliminated its contribu-
tion requirements through the Successor Agreement after July
3, 2021. Accordingly, the court denied Univar’s motion for
summary judgment and granted the Fund’s. It then entered
final judgment for the Fund and ordered Univar to pay the
requested contributions plus the Fund’s legal fees. This ap-
peal followed.
II
We review decisions on cross motions for summary judg-
ment de novo. Line Const. Ben. Fund v. Allied Elec. Contractors,
Inc., 591 F.3d 576, 580 (7th Cir. 2010). The parties do not dis-
pute any of the relevant facts. Rather, our task is a purely legal
one: interpret and apply the governing agreements to decide
whether the 2016 CBA remained in effect through March 28,
2022. We apply federal common law to interpret CBAs estab-
lishing ERISA plans, drawing on general principles of con-
tract law to the extent those principles are consistent with
ERISA. Cent. States, Se. & Sw. Areas Pension Fund v. Transervice
Logistics, Inc., 56 F.4th 516, 524 (7th Cir. 2022).

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6 No. 24-1348
ERISA was enacted to protect “employee benefit funds
against uncertainty and employees against loss of benefits”
and established enforcement mechanisms to facilitate these
goals. Id. Section 502, 29 U.S.C. § 1132, authorizes funds to sue
“to enforce a contractual obligation to contribute to a mul-
tiemployer plan.” Transervice Logistics, 56 F.4th at 524. This
power is buttressed by § 515, 29 U.S.C. § 1145, which requires
employers to contribute to funds according to the terms and
conditions of the CBA that generated the obligation. Tran-
service Logistics, 56 F.4th at 524. If an employer fails to contrib-
ute as required by a CBA, funds can sue for statutory and con-
tractual violations using these provisions, as the Fund did
here.
Applying these provisions to actions to recoup contribu-
tions, we strictly enforce the terms of CBAs without consider-
ing the “understandings or defenses applicable to the original
parties” so that plans can enforce them as written to the max-
imum extent permitted by law. Cent. States, Se. & Sw. Areas
Pension Fund v. Gerber Truck Serv., Inc., 870 F.2d 1148, 1149,
1154 (7th Cir. 1989). This extends to the termination require-
ments of evergreen clauses, because they are designed to
“promote stability” and ensure CBAs remain in effect through
automatic renewal “unless and until” one party terminates
the agreement. Transervice Logistics, 56 F.4th at 522, 525.
We must, then, strictly interpret the 2016 CBA and its Ev-
ergreen Clause to evaluate whether it had been validly termi-
nated—and with it, Univar’s contribution obligations—before
the parties entered the Successor Agreement. Univar argues
that its termination was valid for two reasons. First, it says
that the 2020 Extension displaced the Evergreen Clause, such
that the 2016 CBA terminated by its natural expiration in

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No. 24-1348 7
March 2021. We disagree. Second, Univar contends that the
January 2021 Letter on its own sufficiently noticed its desire
to terminate the 2016 CBA before it automatically renewed.
We agree.
A
In the 2020 Extension, Univar and the Union mutually
agreed to extend the 2016 CBA until March 28, 2021, in light
of the nationwide pandemic. Univar argues that this agree-
ment set March 28, 2021, as the certain termination date, re-
placing the 2016 CBA’s open-ended Evergreen Clause.
Our well-settled case law allows us to easily dispense with
this argument. In Aluminum Co. of America v. NLRB, 159 F.2d
523 (7th Cir. 1946), we held that an addendum with a date-
certain expiration did not nullify the evergreen clause of the
original CBA. Id. at 525. Crucially, the addendum provided
that it “shall be considered to be, and is, a part of” the existing
CBA. Id. This unambiguous language required us to read the
addendum into the original CBA; it could not be considered
by itself, let alone supersede any existing provision. Id. As a
result, we concluded that the addendum’s stated expiration
was merely an extension of the previous expiration date,
which “would hardly nullify the automatic renewal clause”
of the original CBA. Id.
So too here. Viewed in isolation, one could find that the
2020 Extension supplied a new, settled termination date for
the 2016 CBA. But like the addendum in Aluminum Co., the
extension specified that it must “immediately be made a part
of, and attached to, the collective bargaining agreement which
has been extended.” This unambiguous language compels us
to incorporate the extension into the 2016 CBA, including its

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8 No. 24-1348
Evergreen Clause. Rather than vitiate the clause and provide
a termination date, then, the 2020 Extension read together
with the Evergreen Clause simply extended the CBA’s expi-
ration date to March 28, 2021. And because CBAs can expire
without terminating—indeed, that is the “whole point” of the
Evergreen Clause—this expiration date merely became “the
first date on which the agreement could terminate if timely no-
tice was given.” Transervice Logistics, 56 F.4th at 527.
B
With the Evergreen Clause intact, the 2016 CBA would au-
tomatically renew if neither party provided timely, explicit
notice of termination before the new expiration date—March
28, 2021—as set by the 2020 Extension. Univar says it pro-
vided the required termination notice with its January 2021
Letter, and we agree.
When evaluating the sufficiency of a termination notice,
“[w]e look to the language of the evergreen clause establish-
ing the method of termination and analyze whether the al-
leged notice complied.” Id. at 525. “There is no universal or
standard form for an evergreen clause,” so we must compare
Univar’s notice with the specific requirements of the 2016
CBA and its Evergreen Clause. Id. To effectuate termination,
the Evergreen Clause requires a party to provide written no-
tice that it desires “to cancel or terminate” the agreement at
least 60 days before it expires. In the January 2021 Letter, Uni-
var proposed “the modification or termination” of the 2016
CBA and sought to open negotiations for a “successor Agree-
ment.”
The Fund argues that this notice failed to convey a clear
and unmistakable intent to terminate because it also

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No. 24-1348 9
mentioned modification. It invokes Transervice Logistics for
support, where we held that a request “to meet” “for the pur-
pose of negotiating a new contract” did not properly termi-
nate a CBA. 56 F.4th at 523. Notice was insufficient in Tran-
service Logistics because the evergreen clause required a “no-
tice of termination,” and nothing in the letter “expressed any
intent to terminate the existing agreements.” Id. at 522, 526. In
other words, because “a request to negotiate is not notice to
terminate,” the party’s request to negotiate failed to put the
fund on notice of termination. Id. at 528.
Superimposing this reasoning onto the January 2021 Let-
ter, the Fund says Univar’s request for the “modification or
termination” of the 2016 CBA was too ambiguous to properly
terminate. This argument might have legs if the Evergreen
Clause was the only provision at issue. But right on its heels
is the Modifications Clause, which explains the steps needed
to initiate revisions to the agreement. If a party wants to rene-
gotiate, rather than terminate, the agreement, the Modifica-
tions Clause instructs it to “advis[e] that such party desires to
continue [the 2016 CBA] but also desires to revise or change
terms or conditions.”
We have encountered a similar CBA before. In Oil, Chemi-
cal & Atomic Workers International Union v. American Maize
Products Co., 492 F.2d 409 (7th Cir. 1974), the CBA established
notice requirements for both termination and amendment re-
quests. Id. at 410. To overcome the evergreen clause, a party
had to provide notice “that it desire[d] to amend or termi-
nate” the CBA. Id. This notice could ask to either “[t]erminate
the entire Agreement” or “amend certain sections or articles
of this Agreement, only.” Id. The Union sent a letter stating its
“desire to modify the [CBA]” and “meet and confer … for the

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10 No. 24-1348
purpose of negotiating a new contract or modifications to the
present Agreement.” Id.
In light of the specific language of the CBA, this notice was
sufficient for termination. Id. at 411. Had the Union sought re-
vision without termination, we reasoned, the CBA “would
have at the very least required a designation of the sections or
articles desired to be amended.” Id. Because it spoke only of
modifying the agreement without specifying the portions to
be modified, the notice “could only mean the modification of
the entire agreement and hence the termination of that agree-
ment.” Id.; see also Off. & Pro. Emps. Int’l Union, Local 95 v.
Wood Cnty. Tel. Co., 408 F.3d 314, 316 (7th Cir. 2005) (“The con-
tract in American Maize added that a proposal to amend speci-
fied terms would not produce termination; we thought it sig-
nificant that the union’s notice referred to all terms rather than
particular sections, a step that would have kept the remainder
in force.”). In short, while we require “[s]trict compliance with
an evergreen clause’s requirements for termination,” Tran-
service Logistics, 56 F.4th at 525, we must consider the provi-
sions of the 2016 CBA as a whole to reach a “reasonable con-
struction” of its requirements, American Maize, 492 F.2d at 412.
Reading the Evergreen Clause and Modifications Clause
alongside each other, we find the January 2021 Letter suffi-
ciently terminated the 2016 CBA. It proposed “the modifica-
tion or termination” of the 2016 CBA “for the purpose of ne-
gotiating a successor Agreement,” without taking the steps
necessary to keep the 2016 CBA in force. If Univar intended
to initiate negotiations rather than termination, it would have
also expressed its “desire[] to continue” the 2016 CBA as re-
quired by the Modifications Clause. That the Union’s initial
notice mirrored this language exactly makes its absence in the

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No. 24-1348 11
January 2021 Letter even more stark. No reasonable construc-
tion can be given to the January 2021 Letter except that it gave
clear notice of Univar’s desire to terminate the 2016 CBA.
Since Univar properly terminated the 2016 CBA before its
expiration date, it was well within its rights to end its contri-
butions through the Successor Agreement. Absent this con-
tractual obligation, the Fund was not entitled to any contribu-
tions after July 3, 2021. Summary judgment should be granted
in favor of Univar, rather than the Fund, and the award of at-
torneys’ fees must be vacated.
R EVERSED IN PART, V ACATED IN PART, AND R EMANDED

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