Seventh Circuit Holds Pension Fund Need Not Adjust Payment Schedule for Asset Sales Under ERISA’s “Safe Harbor” Provision

In Supervalu, Inc. v. United Food and Commercial Workers Unions and Employers Midwest Pension Fund, No. 24-2486, —F.4th—-, 2025 WL 2860665 (7th Cir. Oct. 9, 2025), the Seventh Circuit held that a multiemployer pension fund was not required to reduce a withdrawing employer’s payment schedule under the Multiemployer Pension Plan Amendments Act of 1980 (MPPAA) to account for assets previously sold under ERISA’s “safe harbor” provision, 29 U.S.C. § 1384. The decision affirms the district court’s judgment and clarifies that ERISA’s statutory payment formula must be applied as written—even if it arguably produces inequitable results or a “double recovery” for the plan.

SuperValu, Inc., a supermarket chain, contributed for over a decade to the United Food and Commercial Workers Unions and Employers Midwest Pension Fund (the “Fund”). In 2018, SuperValu sold several stores to Schnuck’s Markets, Inc. Five of those stores participated in the Fund. Because the sale met ERISA’s “safe harbor” conditions under § 4204, SuperValu was not immediately liable for withdrawal liability tied to those stores—Schnuck’s assumed the contribution obligations.

Later, SuperValu closed its remaining stores and fully withdrew from the Fund, triggering withdrawal liability under 29 U.S.C. § 1381. The Fund calculated SuperValu’s total withdrawal liability at roughly $96.2 million, reduced to $42.7 million after accounting for the prior asset sale. The question became how to calculate SuperValu’s annual installment payments under ERISA § 4219 (29 U.S.C. § 1399), which governs the payment schedule for withdrawal liability.

The Fund determined that the highest three-year average of “contribution base units” over the prior ten years (the formula’s lookback period) was 734,429, based on years that included the sold stores. Although it deducted the sold stores’ contribution history for the most recent five years, it did not remove them for the full ten-year lookback. Applying ERISA’s statutory cap, the Fund required SuperValu to pay about $22.6 million in total installments over 20 years. SuperValu challenged the calculation, arguing that the Fund should have deducted the sold stores’ contributions for all ten years.

Both the arbitrator and district court sided with the Fund, and SuperValu appealed. Chief Judge Brennan, writing for a unanimous panel, affirmed. The court’s reasoning hinged on textual fidelity to ERISA’s detailed statutory scheme.

1. The Text of § 4219 Controls

The court emphasized that § 4219’s payment formula—based on “the highest three consecutive plan years” of contribution base units within the past ten years—makes no reference to § 4204’s safe harbor for asset sales. The absence of such a cross-reference was decisive:

“Absent provisions cannot be supplied by the courts… When Congress chooses not to include any exceptions to a broad rule, courts apply the broad rule.”

The panel refused to “hole-punch” new exceptions into the statute, noting Congress’s deliberate precision in designing ERISA’s formulas. If Congress wanted § 4219 to exclude sold assets, it “knew how to do so.”

2. “Highest” Means Highest—No Exceptions

The court relied on the plain meaning of the unqualified term “highest” in the statute. Words like “highest,” “all,” and “none,” the panel explained, “express the ends of the spectrum” and admit of no exceptions. Therefore, the Fund properly identified the absolute highest three-year average, even if those years included data from stores that had been sold.

3. Safe Harbor § 4204 Does Not Apply to Payment Schedules

SuperValu argued that because ERISA’s withdrawal-liability formula (§ 4211) accounts for safe-harbor transactions (as recognized in Borden and CenTra), the payment-schedule formula (§ 4219) should do the same. The court rejected this analogy, finding that § 4211 and § 4219 serve distinct purposes: § 4211 determines how much an employer owes, while § 4219 determines how it pays. The two provisions “pursue different objectives” and use different equations.

The court also distinguished Borden v. Bakery & Confectionery Union & Industry International Pension Fund, 974 F.2d 528 (4th Cir. 1992), and a 1983 PBGC opinion letter, both of which addressed withdrawal liability—not payment schedules. Extending those interpretations would improperly “legislate from the bench.”

4. No “Double Recovery” Concern

SuperValu’s central argument was that failing to deduct sold stores’ units would let the Fund “double recover”—once from SuperValu and again from Schnuck’s. The court rejected this as a misunderstanding of how the payment schedule operates. Section 4219 only affects timing of payment, not the total liability already computed under § 4211. Thus, there was no actual double payment of the same obligation.

Even if the statute occasionally yielded rough or unfair results, the court explained, “that is Congress’s choice.” ERISA’s mechanical formulas were intentionally rigid to balance competing policy interests. Concerns about potential “double recovery,” the court wrote, “cannot overcome the statutory text and structure.”