Central States , Southeast v. Transervice Logistics , Inc.

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 20-3437
C ENTRAL STATES , SOUTHEAST AND SOUTHWEST A REAS PENSION
FUND and C HARLES A. WHOBREY, as Trustee,
Plaintiffs-Appellants,
v.
T RANSERVICE LOGISTICS , INC.,
Defendant-Appellee.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 1:20-cv-04610 — Ronald A. Guzmán, Judge.
____________________
No. 20-3438
C ENTRAL STATES , SOUTHEAST AND SOUTHWEST A REAS PENSION
FUND and C HARLES A. WHOBREY, as Trustee,
Plaintiffs-Appellants,
v.
ZENITH LOGISTICS , I NC .,
Defendant-Appellee.
____________________

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2 Nos. 20-3437 & 20-3438
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 1:20-cv-04611 — Ronald A. Guzmán, Judge.
____________________
A RGUED SEPTEMBER 7, 2022 — D ECIDED D ECEMBER 22, 2022
____________________
Before SYKES, Chief Judge, and HAMILTON and BRENNAN,
Circuit Judges.
HAMILTON, Circuit Judge. Defendants Transervice Logis-
tics, Inc. and Zenith Logistics, Inc. (“the employers”) agreed
that for the entire duration of two collective bargaining agree-
ments, they would make pension contributions on behalf of
covered employees to plaintiff Central States, Southeast and
Southwest Areas Pension Fund. Both collective bargaining
agreements contained so-called “evergreen clauses” that ex-
tended them a year at a time until either party provided
timely written notice expressing an “intention to terminate”
the agreements.
Both agreements were set to expire on January 31, 2019.
After the window for timely notice of intention to terminate
on that date had passed, the employers and the union signed
new collective bargaining agreements requiring pension con-
tributions to a different fund beginning February 1, 2019. The
employers notified the plaintiff fund that they were ceasing
contributions, relying on letters the union sent them back in
November 2018. The question in these consolidated appeals
is whether those letters expressed the union’s intent to termi-
nate the existing collective bargaining agreements, so as to
satisfy the termination procedure in the evergreen clauses

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Nos. 20-3437 & 20-3438 3
and end the employers’ obligations to contribute to the plain-
tiff fund on January 31, 2019.
Our answer is no. The supposed termination letters did
not mention termination. They noted the date that the collec-
tive bargaining agreements would expire and expressed a de-
sire to meet to negotiate new agreements. But neither of these
points communicated an intent to terminate the existing agree-
ments. In the context of an evergreen clause, expiration and
termination are distinct concepts. A desire to negotiate a new
contract is quite consistent with a desire to leave the existing
agreement in place unless and until a new deal is reached. The
old agreements thus renewed under the evergreen clauses,
and the defendant employers remained obligated to contrib-
ute to the plaintiff fund for one more year. We therefore re-
verse the district court’s dismissals for failure to state a claim
for relief.
I. Factual and Procedural Background
The contracts relevant to these cases are two collective bar-
gaining agreements between the employers and a union, and
trust agreements between each employer and the plaintiff
fund. We begin with the critical language from these con-
tracts. We then describe how the letters from the union to the
employers seeking negotiation of new collective bargaining
agreements led to this lawsuit.
A. The Agreements Obligating the Employers to Contribute to
the Fund
Defendants Transervice Logistics, Inc. and Zenith Logis-
tics, Inc. are trucking logistics companies with employees be-
longing to General Drivers, Warehousemen & Helpers Local
Union No. 89, an affiliate of the International Brotherhood of

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4 Nos. 20-3437 & 20-3438
Teamsters. In 2013, the union entered into a collective bargain-
ing agreement with each employer. The agreements are iden-
tical for purposes of this lawsuit. The agreements obligated
the employers to make pension contributions to plaintiff Cen-
tral States, Southeast and Southwest Areas Pension Fund,
making this fund a third-party beneficiary of the agreements.
Each employer also agreed to abide by the terms of the fund’s
Trust Agreement, which included that:
An Employer is obliged to contribute to the
Fund for the entire term of any collective bar-
gaining agreement … (including any extension
of a collective bargaining agreement through an
evergreen clause …).
An “evergreen” clause is designed to promote stability in
labor relations by providing that the terms of an existing col-
lective bargaining agreement remain in effect, through auto-
matic renewal, unless and until a party expressly terminates
the agreement in a timely way. Each collective bargaining
agreement in this case defined its duration through the fol-
lowing “evergreen” clause:
This Agreement shall be effective as of February
1, 2013 and shall expire January 31, 2019; pro-
vided, however, that if neither party gives the
other party written notice sixty (60) days prior
to the said expiration date of such parties [sic]
intention to terminate this Agreement, said
Agreement shall continue for another year and
from year to year thereafter, subject to sixty (60)
days’ notice of termination prior to any succeed-
ing termination date.

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Nos. 20-3437 & 20-3438 5
Thus, each collective bargaining agreement would expire Jan-
uary 31, 2019 but would continue in effect on a yearly basis
until either the union or employer provided the other with
timely written notice of intention to terminate.
B. The November 6th Negotiation Letters
The union president sent a letter to each employer dated
November 6, 2018, more than 60 days before the collective
bargaining agreements were scheduled to expire. Each letter
had the subject line “CONTRACT EXPIRATION” followed by
the expiration date stated in the evergreen clause. The near-
identical letters were three sentences long:
Your present contract with General Drivers,
Warehousemen, and Helpers, Local Union No.
89, expires as noted above.
It is our desire to meet with you at an early date
for the purpose of negotiating a new contract.
We trust the forthcoming negotiations will re-
sult in an agreement that will be fair and just too
[sic] all parties involved and that a better spirit
of harmony and cooperation will be derived
there from [sic].
These letters stated a desire to negotiate. Neither letter used
the word “terminate” or any synonym. And neither employer
replied to the letters saying it wanted the collective bargaining
agreement to terminate. After the letters were sent, the em-
ployers and union met and negotiated new collective bargain-
ing agreements taking effect on February 1, 2019. The new
contracts required the employers to continue making pension
contributions for employees, but to a different pension fund
going forward.

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6 Nos. 20-3437 & 20-3438
In letters dated January 30, 2019, both employers told the
plaintiff fund that they would no longer provide pension con-
tributions. The employers stopped providing contributions to
the fund after the week ending on February 2, 2019. The fund
asked for proof that the employers and union had timely ter-
minated the collective bargaining agreements. The employers
responded with copies of the union’s November 6th negotia-
tion letters.
C. District Court Proceedings
In the fund’s view, the November 6th negotiation letters
did not terminate the agreements because they simply did not
express an intention to terminate them. The fund believed the
evergreen clauses extended both collective bargaining agree-
ments for an additional year, requiring the employers to con-
tinue contributing to the fund through January 31, 2020. The
fund continued to bill the employers for these pension contri-
butions, but the employers did not make those payments.
The fund filed a suit against each employer under section
502 of the Employee Retirement Income Security Act of 1974
(ERISA), 29 U.S.C. § 1132. The fund alleged that by ceasing
contributions without having properly terminated the collec-
tive bargaining agreements, the employers breached their re-
spective Trust Agreements in violation of ERISA section 515,
29 U.S.C. § 1145. The fund seeks contributions to cover the
unfunded period from February 1, 2019 through January 31,
2020 as well as interest, statutory damages, attorney fees, and
costs. The fund alleges that Transervice owes approximately
$2.6 million and that Zenith owes approximately $9.2 million
in pension contributions for that additional year.

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Nos. 20-3437 & 20-3438 7
The employers moved to dismiss the complaints based on
a termination defense, arguing that the November 6th negoti-
ation letters served as effective notice of termination so that
the collective bargaining agreements did not renew for an-
other year under the evergreen clauses. The fund moved for
partial summary judgment regarding contribution liability.
The district court struck the fund’s summary judgment mo-
tions as premature and granted the employers’ motions, dis-
missing the cases with prejudice. The district court found that
the November 6th negotiation letters “constituted an une-
quivocal expression of the intent to terminate the current con-
tract.” Central States, Southeast and Southwest Areas Pension
Fund v. Transervice Logistics, Inc., 2020 WL 6747027, at *3 (N.D.
Ill. Nov. 17, 2020). The fund has appealed in both cases.
II. Standard of Review
We review de novo a district court’s grant of a Federal
Rule of Civil Procedure 12(b)(6) motion to dismiss, meaning
that we take a fresh look at the legal issues and do not defer
to the district court on close calls. See, e.g., Schultz v. Aviall,
Inc. Long Term Disability Plan, 670 F.3d 834, 836 (7th Cir. 2012).
These appeals present only a question of law. Their outcome
depends solely on the language of the collective bargaining
agreements, the Trust Agreements, and the November 6th ne-
gotiation letters. The fund attached these documents to its
complaints, and a “written instrument that is an exhibit to a
pleading is a part of the pleading for all purposes.” Fed. R.
Civ. P. 10(c). Our “interpretation of language in a plan gov-
erned by ERISA is controlled by federal common law, which
draws on general principles of contract interpretation, at least
to the extent that those principles are consistent with ERISA.”
Schultz, 670 F.3d at 838.

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8 Nos. 20-3437 & 20-3438
III. Enforcing ERISA Plans
Moving to the substantive law, we summarize in Part A
the applicable ERISA provisions. We then explain in Part B
why courts strictly interpret and enforce communications re-
lied upon to terminate collective bargaining agreements sub-
ject to evergreen clauses. In Part C we apply these principles
to the union’s November 6th negotiation letters and explain
why those letters did not terminate the collective bargaining
agreements under the terms of the evergreen clauses.
A. ERISA
ERISA protects employee benefit funds against uncer-
tainty and employees against loss of benefits. ERISA section
502 in relevant part empowers a fund fiduciary to bring a civil
action in a district court to enforce a contractual obligation to
contribute to a multiemployer plan. 29 U.S.C.
§ 1132(a)(3)(B)(ii). In 1980, Congress added section 515 to
ERISA, requiring employers who are obliged to contribute to
multiemployer employee benefit plans under the terms of a
collective bargaining agreement to do so “in accordance with
the terms and conditions” of the agreement. 29 U.S.C. § 1145.
Congress added section 515 to protect multiemployer benefit
funds against “unnecessarily cumbersome and costly” litiga-
tion pursuing delinquent employers. Central States, Southeast
& Southwest Areas Pension Fund v. Gerber Truck Serv., Inc., 870
F.2d 1148, 1153 (7th Cir. 1989) (en banc), quoting 126 Cong.
Rec. 23039 (1980) (Rep. Thompson). Section 515 makes clear
that a court deciding a contribution obligation should hold
the parties to the terms of their contracts as written.
In Gerber Truck, we held that section 515 means “that a
plan may enforce the writings according to their terms, if ‘not

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Nos. 20-3437 & 20-3438 9
inconsistent with law.’” Id. at 1149, quoting 29 U.S.C. § 1145.
Courts enforce documents as written under section 515 be-
cause third-party beneficiaries like the plaintiff fund here
“take contracts as they find them.” Id. at 1151. Most im-
portant, the fund is “entitled to enforce the writing[s] without
regard to understandings or defenses applicable to the origi-
nal parties.” Id. at 1149–50, 1154 (rejecting argument that oral
side agreement between employer and union affected terms
of employer’s duty to contribute to pension fund); accord,
e.g., Martin v. Garman Construction Co., 945 F.2d 1000, 1005
(7th Cir. 1991) (noting benefit plans may enforce contracts by
their terms because “many of the defenses available under the
NLRA or under traditional contract law do not fly under
ERISA”). When an evergreen clause provides that termination
will occur upon timely notice of intention to terminate, as in
this case, anything short of a clear expression of such intent
fails to qualify as effective termination notice under the terms
of the evergreen clause.
B. Evergreen Clauses: Strict Interpretation
Even in the termination defense cases described below
that were not brought under ERISA, we strictly interpreted
evergreen clauses according to their terms. In the present
cases, our strict adherence to the agreed-to language of the
evergreen clauses is strengthened by the governing ERISA
provisions already described.1
There is no universal or standard form for an evergreen
clause. When considering a termination defense involving an
1 Evergreen clause cases have arisen under both ERISA and the Labor
Management Relations Act, 29 U.S.C. § 301. The cases we cite and discuss
have not applied different standards under the two statutes.

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10 Nos. 20-3437 & 20-3438
evergreen clause, “each [case] treats the question at hand as
the best way to understand a particular contract.” Office & Pro-
fessional Employees Int’l Union, Local 95 v. Wood County Tele-
phone Co., 408 F.3d 314, 316 (7th Cir. 2005). We look to the lan-
guage of the evergreen clause establishing the method of ter-
mination and analyze whether the alleged notice complied.
See Baker v. Fleet Maintenance, Inc., 409 F.2d 551, 554 (7th Cir.
1969) (ruling on termination by “consider[ing] the termina-
tion clause of the contract … in conjunction with the [alleged
termination] letter”); Oil, Chemical & Atomic Workers Int’l Un-
ion v. American Maize Prods. Co., 492 F.2d 409, 411–12 (7th Cir.
1974) (ruling on termination by comparing the intent of the
letter to the notice requirement set forth in the agreement);
Rutherford v. Judge & Dolph, Ltd., 707 F.3d 710, 716 (7th Cir.
2013) (same).
“The terms of a collective bargaining agreement are to be
enforced strictly when the terms are unambiguous.” Contempo
Design, Inc. v. Chicago & Northeast Illinois District Council of
Carpenters, 226 F.3d 535, 546 (7th Cir. 2000). Strict compliance
with an evergreen clause’s requirements for termination is es-
pecially important when a third-party beneficiary such as the
plaintiff fund must make decisions based on the conduct of
the parties to the contract without being involved in or even
privy to extrinsic evidence such as the course of negotiations.
Our strict enforcement of evergreen clauses and their re-
quirements for a notice to terminate a collective bargaining
agreement is consistent with the decisions of our colleagues
in all other circuits that have addressed this issue. The First,
Fifth, Sixth, and Eighth Circuits all require unequivocal notice
to terminate a collective bargaining agreement with an ever-
green clause. See New England Carpenters Central Collection

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Nos. 20-3437 & 20-3438 11
Agency v. Labonte Drywall Co., 795 F.3d 271, 277 (1st Cir. 2015)
(“[S]tated intent to withdraw from [a collective bargaining re-
lationship] is effective only if it is both timely and unequivo-
cal.”), quoting Haas Electric, Inc. v. National Labor Relations
Board, 299 F.3d 23, 27 (1st Cir. 2002) (Stahl, J., concurring); Lou-
isiana Bricklayers & Trowel Trades Pension Fund & Welfare Fund
v. Alfred Miller General Masonry Contracting Co., 157 F.3d 404,
409 (5th Cir. 1998) (“[W]hatever the letter did, it neither une-
quivocally indicated an intention to terminate the CBA, nor
could it do so … ‘[N]otice to terminate must be clear and ex-
plicit.’”), quoting Office & Professional Employees Int’l Union v.
UAW, Westside Local 174, 524 F.2d 1316, 1317 (6th Cir. 1975);
Orrand v. Scassa Asphalt, Inc., 794 F.3d 556, 564 (6th Cir. 2015)
(“A notice to terminate must be clear and explicit.”), quoting
Chattanooga Mailers Union v. Chattanooga News-Free Press Co.,
524 F.2d 1305, 1312 (6th Cir. 1975); Twin City Pipe Trades Ser-
vice Ass’n v. Frank O’Laughlin Plumbing & Heating Co., 759 F.3d
881, 885 (8th Cir. 2014) (notice must “evince the unequivocal
intent necessary to terminate participation in a CBA”). We
agree with these cases’ standard requiring unequivocal notice
of a party’s intent to terminate a collective bargaining agree-
ment.
After reading our cases strictly enforcing the terms of col-
lective bargaining agreements and multiemployer benefit
plans, including their termination requirements in evergreen
clauses, such as Wood County Telephone, 408 F.3d at 315, and
Rutherford, 707 F.3d at 712, the district court here correctly un-
derstood our precedents to require “unambiguous, timely no-
tice” that complies with the evergreen provision for effective
termination. Transervice Logistics, 2020 WL 6747027, at *3. Our
disagreement with our colleague on the district court is with
the application of that standard to the letters in this case.

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12 Nos. 20-3437 & 20-3438
C. The November 6th Negotiation Letters
Each relevant collective bargaining agreement’s evergreen
clause said that the agreement “shall expire” on a certain date,
but that the agreement would nonetheless “continue” and
bind the parties on a year-to-year basis until one party pro-
vided the other with timely “written notice” expressing an
“intention to terminate.” There is nothing ambiguous about
this language as applied to the facts here. The contract lan-
guage allows for termination, but only upon timely written
notice of intent to terminate.
Nothing in the union’s November 6th negotiation letters
expressed any intent to terminate the existing agreements.
The obvious import of the letters was that the union hoped to
negotiate new agreements with the employers, but the letters
said nothing about terminating the existing agreements re-
gardless of whether or not new agreements were reached.
To avoid the legal consequences of this silence, the em-
ployers argue that the union’s intention to terminate, regard-
less of the outcome of negotiations for new agreements, was
made clear through several features of the letters: the mention
of the agreements’ expiration dates, the stated desire for a
“new” contract, a notice of bargaining form attached to each
letter, and extrinsic evidence of the negotiations that occurred
between the union and employer after the letters were sent.
None of these features of the November 6th negotiation let-
ters, considered alone or together, expressed a timely inten-
tion to terminate.
1. Reference to Expiration Date
The subject line of the short letters was “CONTRACT
EXPIRATION” followed by the expiration date from the

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Nos. 20-3437 & 20-3438 13
evergreen clauses. The first sentence of each letter noted:
“Your present contract with [the union], expires as noted
above.” The evergreen clauses themselves said that the agree-
ments “shall expire January 31, 2019” before describing the
active steps required to terminate. January 31, 2019 was the
date of “expiration” after which the contracts would continue
until a party provided timely written notice of “intention to
terminate.”2
The district court reasoned that the letters indicated an in-
tent to terminate because they mentioned the date of expira-
tion “and did not imply any desire to change or continue the
current contract past its expiration date.” Transervice Logistics,
2020 WL 6747027, at *3. That reasoning reversed the logic of
an evergreen clause. An evergreen clause does not require
parties to express or do anything for the agreement to con-
tinue. Quite the opposite: evergreen clauses ensure an agree-
ment will extend beyond its expiration date when parties take
no action or take any action short of that required for termi-
nation. Here, the action required for termination was timely
expression of intent to terminate. The letters’ mere mentions
of the expiration date did not express any such intent. As
noted, expiration and termination are not equivalent for pur-
poses of an evergreen clause.
The expiration date listed in an evergreen clause is merely
the first date on which the agreement could terminate if timely
2 One letter misstated the expiration date as February 1 rather than
January 31. The fund argues this misstatement made the letter ambiguous
and insufficient to serve as notice to terminate. We find the letter insuffi-
cient because it does not express any intent to terminate. We do not need
to consider whether or how the mistaken date affected the letter’s mean-
ing.

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14 Nos. 20-3437 & 20-3438
notice was given. A collective bargaining agreement can “ex-
pire” without “terminating.” That’s the whole point of an ev-
ergreen clause. See Operating Engineers Local 139 Health Benefit
Fund v. Gustafson Construction Corp., 258 F.3d 645, 649 (7th Cir.
2001) (“Although that contract expired in 1993, it contained an
‘evergreen’ clause: if neither party terminated the contract, it
would be renewed automatically.”); see also 29 U.S.C.
§ 158(d)(1) (recognizing difference between termination and
expiration and requiring written notice “of the proposed ter-
mination or modification sixty days prior to the expiration
date”) (emphasis added). Parties use evergreen clauses to en-
sure that a collective bargaining agreement will remain in
place until at least the stated expiration date, and then that the
agreement will persist until the active steps required for ter-
mination are taken.
Preserving the legal difference between expiration and ter-
mination is not merely splitting legalistic hairs. The difference
has important practical consequences for employees, unions,
employers, and benefit plans. Parties include evergreen
clauses in their collective bargaining agreements to ensure
stability. These clauses carefully define the limited possibili-
ties for how and when the rights and duties set forth in the
agreement could end. The status quo will not change before
an agreed-to notice period elapses, even if the parties are en-
gaged in difficult negotiations. To conflate “expiration” with
“termination” in the context of these evergreen clauses would
be to ignore their purpose—and their own use of these two
terms—which was to allow the agreements to persist beyond
the stated expiration date absent timely notice of intent to ter-
minate.

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Nos. 20-3437 & 20-3438 15
Strict enforcement promotes stability by protecting funds
and employee pensions against strategic attempts to evade an
evergreen clause. Parties may wish to meet for renegotiation
after it is too late to provide timely notice of termination and
then decide whether to terminate the old agreement based on
whether they succeed in reaching a new agreement. Drafting
a letter mentioning an expiration date and later arguing
whether it did or did not invoke termination, depending on
the outcome of the negotiations, leaves third-party beneficiar-
ies without the clarity they need to avoid the unfunded com-
mitments and the costly litigation that section 515 is supposed
to prevent. See, e.g., Gerber Truck, 870 F.2d at 1153. To be clear,
we are not (quite) saying that the phrase “we intend to termi-
nate” was required for effective notice. But the intention to
terminate must be unequivocal and unmistakable.3
2. Reference to Negotiating a “New” Contract
The employers argue that because the union’s letters
stated a desire to negotiate a “new” contract, the union did
not want the collective bargaining agreements to remain in
place. The district court agreed: “how could there be a ‘new’
contract without a termination of the old one?” Transervice
3 In fact, we have previously recognized that even using the word “ter-
minate” does not necessarily make a notice effective for termination. See
Rutherford, 707 F.3d at 717 (indicating that “terminates” phrased in the
passive voice can be insufficient for termination notice when used without
“expression of an intent to terminate”), citing Wood County Telephone, 408
F.3d at 316. And as a caution against a rigid requirement for using the
word “terminate,” the First Circuit found that a notice in an employer’s
blunt, layman’s language unequivocally expressed an intent to terminate
in New England Carpenters Central Collection Agency v. Labonte Drywall Co.,
795 F.3d at 278.

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16 Nos. 20-3437 & 20-3438
Logistics, 2020 WL 6747027, at *3. But when the union sent the
November 6th negotiation letters, there was no guarantee that
new collective bargaining agreements could be reached.
Courts enforce evergreen clauses according to their terms
to preserve their crucial function: to allow an agreement to
persist, even during renegotiation, unless and until one party
decides to terminate. See Wood County Telephone, 408 F.3d at
315. If a collective bargaining agreement lapses, so do many
of its terms, including arbitration requirements and no-strike
clauses. See Litton Financial Printing Division, a Division of Lit-
ton Business Systems, Inc. v. National Labor Relations Board, 501
U.S. 190, 201, 205 (1991). With these important rights and du-
ties at stake, we do not infer from a party’s expressed desire
to negotiate a new contract that it is ready to abandon the in-
place agreement regardless of the outcome of the negotia-
tions.
Under the evergreen clauses in these agreements, a desire
to renegotiate was not equivalent to a desire to terminate. In
Wood County Telephone, the evergreen clause renewed the
agreement “until terminated by sixty (60) day written notice.”
408 F.3d at 315. The employer raised a termination defense,
claiming that a letter stating a “desire to reopen this Agree-
ment and to negotiate … for a successor agreement” provided
sufficient notice for termination. Id. We rejected the defense.
There was nothing inconsistent about wanting to negotiate a
new agreement while also keeping the current agreement in
place unless and until a new deal was reached. As we said in
Wood County Telephone, keeping a collective bargaining agree-
ment in place during negotiations for a new agreement “is the
point of an evergreen clause … Keeping [the prior agreement]

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Nos. 20-3437 & 20-3438 17
in force while the parties negotiate for a replacement reduces
the risk of labor strife and lost productivity.” Id.4
Consistent with this reasoning, other circuits have held
that unless an evergreen clause states that notice of a desire to
negotiate is sufficient for termination, then a request to nego-
tiate is not notice to terminate. See, e.g., Orrand, 794 F.3d at
564 (“A notice of modification is not a notice of termination
and does not affect termination[.]”), quoting Chattanooga Mail-
ers Union, 524 F.2d at 1312; District No. 1—Marine Engineers
Beneficial Ass’n v. GFC Crane Consultants, Inc., 331 F.3d 1287,
1290 (11th Cir. 2003) (“Notices to modify and notices to termi-
nate are not equivalent except in the face of contractual lan-
guage that equates those types of notice.”).
In Orrand, the Sixth Circuit faced a case much like this one.
An evergreen clause renewed the relevant collective bargain-
ing agreement until either party “expressly terminated by no-
tice.” Orrand, 794 F.3d at 559. The employer believed that it
4 The exception that proves the rule is evident in Oil, Chemical &
Atomic Workers Int’l Union v. American Maize Prods. Co., 492 F.2d 409 (7th
Cir. 1974). There we held that notice of a “desire to modify” did terminate
a collective bargaining agreement. The employers here thus assert that
American Maize held that a letter requesting renegotiation “sufficed to con-
stitute termination notice under the contract.” The key is “under the con-
tract.” We reached that result in American Maize because the governing
evergreen clause expressly provided for termination upon notice of “de-
sire[] to amend or terminate.” 492 F.2d at 410–11. American Maize makes
the general point that we enforce evergreen clauses strictly according to
their terms. In this case, there is no such language saying that a desire to
renegotiate would terminate the collective bargaining agreement. We
therefore enforce these evergreen clauses as written. The union’s stated
desire to renegotiate was not equivalent to notice of an intention to termi-
nate.

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18 Nos. 20-3437 & 20-3438
had terminated the agreement through oral statements to the
union’s local representative. After that conversation, the un-
ion sent the employer a letter saying “that the CBA would ex-
pire by its terms” on an impending date and expressing a “de-
sire to modify, amend, and/or negotiate a new agreement.” Id.
The employer did not reply. When the multiemployer benefit
fund later sued the employer for delinquent contributions, the
Sixth Circuit read the letter as “a request to modify the … CBA
and not as a request to terminate [that] agreement.” Id. at 565.
Orrand therefore affirmed summary judgment for the benefit
fund because the agreements requiring payment had not ac-
tually been terminated according to the contractual require-
ments. The employer was required to make benefit contribu-
tions for the contested period.
Consistent with Orrand and our own precedents, the un-
ion’s letters here expressed a desire to renegotiate, but they
did not clearly express an intent to terminate and so did not
meet the evergreen clauses’ requirements for termination.
3. Attached Notice of Bargaining (F-7) Form
The employers also argue that a so-called “F-7” form sent
along with each letter at issue showed the union’s intent to
terminate. The district court said that the F-7 form “but-
tressed” its conclusion that the union’s negotiation letters con-
veyed intent to terminate the collective bargaining agree-
ments. Transervice Logistics, 2020 WL 6747027, at *3.
The National Labor Relations Act requires a party to notify
the Federal Mediation and Conciliation Service when a party
desires to “terminate or modify” a collective bargaining
agreement. 29 U.S.C. § 158(d)(3). The F-7 form is used to pro-
vide this notice. Here, the union selected an option

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Nos. 20-3437 & 20-3438 19
categorizing the notice type as “renegotiation.” This check
mark indicated the same intent expressed in the union’s let-
ters: to negotiate. For the same reasons we explained above,
this expression of a desire to negotiate did not express an in-
tent to terminate the existing agreements.
4. Extrinsic Evidence of Post-Letter Negotiations
The employers encourage us to interpret the November
6th negotiation letters by considering extrinsic evidence. They
rely on the later negotiations and the new agreements that
they reached with the union on the eve of the expiration date.
The employers argue that these negotiations confirmed that
the intent of the union’s letter was to terminate the collective
bargaining agreements in place. The district court agreed,
noting that “indeed, the effect of the letter was that the parties
went on to negotiate and enter into new CBAs within the
sixty-day notice period.” Transervice Logistics, 2020 WL
6747027, at *3.
Even if this extrinsic evidence could properly be consid-
ered, it could not cure the letters’ silence about termination.
To terminate effectively, the union would have had to make
clear in November 2018 that it intended to terminate the ex-
isting agreements regardless of the outcome of the requested nego-
tiations. The ultimate success or failure of those negotiations
simply does not tell us anything about the answer to that
question. Relying on the later successful negotiations to de-
termine the union’s supposed intentions in November 2018
reverses the direction of time’s arrow.
The bargained-for termination method in the evergreen
clause required timely, written notice—at least 60 days before
the expiration date. A notice that can be understood only with

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20 Nos. 20-3437 & 20-3438
the benefit of hindsight, after knowing how the negotiations
ended, is not sufficient. Congress added section 515 to ERISA
to ensure that multiemployer benefit funds could rely on the
terms of agreements alone to determine funding obligations.
Gerber Truck, 870 F.2d at 1153. Looking to extrinsic evidence
in a section 515 lawsuit brought by a third-party beneficiary
fund would be inconsistent with that purpose and the statu-
tory language requiring contracts to be enforced according to
their terms.
Some of our prior evergreen clause cases addressing ter-
mination defenses have not been as clear as they might have
been with respect to extrinsic evidence like the timing of ne-
gotiations. Close reading of those opinions shows, however,
that we have not actually relied on such extrinsic evidence to
decide whether termination occurred. In Baker, we included
extrinsic evidence of the intent of the letter’s drafter in laying
out the facts of the case, but our actual decision took the
sound, familiar approach of interpreting “the termination
clause of the contract … in conjunction with” the alleged no-
tice letter, without relying on that extrinsic evidence. 409 F.2d
at 554. In Wood County Telephone, we held that a letter was not
effective termination notice based on only the letter and the
terms of the evergreen clause. We did not rely on parol evi-
dence. We noted that, “[i]f there were doubt … the district
judge might have turned to parol evidence,” but we did not
go further than noting that the parol evidence all pointed in
the same direction as the text of the notice, which had not ex-
pressed an intent to terminate. 408 F.3d at 316. And finally, in
Rutherford, we found that the notice of intent to terminate was

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Nos. 20-3437 & 20-3438 21
unequivocal, so we did not consider parol evidence. 707 F.3d
at 716.5
These prior mentions of parol extrinsic evidence do not al-
ter the fundamental principle that if a contract is unambigu-
ous, we will not consider extrinsic evidence in its interpreta-
tion, especially with respect to the rights of a third-party ben-
eficiary that is entitled under ERISA to enforce the contracts
as written. E.g., Temme v. Bemis Co., 622 F.3d 730, 734–35 (7th
Cir. 2010); UAW v. Rockford Powertrain, Inc., 350 F.3d 698, 702–
03 (7th Cir. 2003); Ryan v. Chromalloy American Corp., 877 F.2d
598, 602 (7th Cir. 1989). Where a contract provides a time and
method for giving notice of termination, an ambiguous or
equivocal notice simply does not meet the unambiguous ter-
mination method required by contract. An equivocal notice
does not open a door for parol or extrinsic evidence, at least
5 Some opinions of our colleagues in other circuits have left room for
parol evidence on the issue of termination even as they insisted on une-
quivocal expressions of intent to terminate. In Twin City Pipe Trades, the
Eighth Circuit found that the employer’s notices did not express an une-
quivocal intent to terminate, 759 F.3d at 886, and said that the employer’s
later conduct indicated continued acceptance of the terms of the collective
bargaining agreement, id. at 885. In Laborers Pension Trust Fund-Detroit and
Vicinity v. Interior Specialists Constr. Group, Inc., 394 F. App’x 285, 291–92
(6th Cir. 2010), the Sixth Circuit held in a non-precedential order that no-
tices of intent to terminate were unequivocal, but the court declined to
adopt a rule barring extrinsic evidence that would show the condition in
the notice—unless the parties agreed on a new contract—had not been sat-
isfied. The result of Twin City Pipe Trades did not depend on extrinsic evi-
dence, and we do not disagree with Laborers Pension Trust on the use of
extrinsic evidence to show that a clear and objective condition in an une-
quivocal notice of intent to terminate had not been satisfied.

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22 Nos. 20-3437 & 20-3438
in disputes with third-party beneficiaries like the plaintiff
fund in these appeals.
5. Equitable Argument
Finally, the employers argue that judgment for the fund
would be unfair because it would require the employers to
“pay into two pension funds for the same hours worked for
the same group of employees.” This argument is understand-
able, especially given the amounts of money at stake. Yet sec-
tion 515 of ERISA does not allow for consideration of this eq-
uitable defense, and for good reasons. We rejected a similar
equitable defense in Gerber Truck. There, a benefit plan sought
contributions on behalf of all union employees. The em-
ployer’s defense was that it had reached an oral side agree-
ment with the union to contribute on behalf of just three spe-
cific employees. We said that although “the upshot may be
harsh … Section 515 does not admit of such an equitable de-
fense.” Gerber Truck, 870 F.2d at 1155.
As we explained in Gerber Truck, refusing to consider eq-
uitable defenses in section 515 suits and enforcing these con-
tracts as written both complies with the terms of the statute
and protects third-party beneficiary plans and workers. Our
approach enables funds to determine how much money to al-
locate for each employee without concern for any private and
elusive understanding between employers and unions out-
side the written contracts. Funds consider their obligations to
employees to be independent of the actual amounts contrib-
uted by employers. See 870 F.2d at 1153–54. So, if an employer
refuses to contribute but a fund deems an employee entitled
to corresponding benefits, the fund could be left “with un-
funded obligations.” Id. at 1153. Those unfunded obligations
jeopardize the stability of multiemployer plans, and “plan

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Nos. 20-3437 & 20-3438 23
beneficiaries risk losing their pension benefits.” Indiana Elec.
Workers Pension Benefit Fund v. ManWeb Servs., 884 F.3d 770,
775 (7th Cir. 2018) (noting that unfunded obligations also “put
financial pressure” on other contributors to the fund “and dis-
courage new employers from joining”).
Conclusion
The starting point for our analysis of whether termination
of a collective bargaining agreement occurred is the terms of
the contract, including the evergreen clause’s requirements
for termination. Here those requirements made clear that to
terminate, one of the parties to the contract needed to express
an active desire for the agreement to end. If the employers
wanted the agreements to terminate and were not sure that
the union’s letters did so effectively, due to the absence of any
reference to termination, they could have sent letters stating
their own intent to terminate.
The letters here expressed a desire to renegotiate the col-
lective bargaining agreements but not to terminate them re-
gardless of the success of those negotiations. The collective
bargaining agreements therefore continued in force under the
evergreen clauses. The employers remained contractually ob-
ligated to make pension contributions to the plaintiff fund
through January 31, 2020. The judgments of the district court
are REVERSED and the cases are REMANDED for further
proceedings consistent with this opinion.

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