OCTOBER TERM, 2001
Syllabus
BARNHART, COMMISSIONER OF SOCIAL SECURITY v. SIGMON COAL
CO., INC., ET AL.
CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE FOURTH
CIRCUIT
No. 00-1307. Argued November 7, 200l-Decided February
19,2002
The Coal Industry Retiree Health Benefit Act of 1992 (Coal Act
or Act) restructured the system for providing private health care
benefits to coal industry retirees. The Act merged the 1950 and
1974 Benefit Plans-which were created pursuant to
collective-bargaining agreements between the United Mine Workers of
America (UMWA) and coal operators-into a new multiemployer plan
called the UMWA Combined Benefit Fund (Combined Fund). See 26 U. S.
C. § 9702(a). That fund is financed by annual premiums assessed
against "signatory coal operators," i. e., those who signed any
agreement requiring contributions to the 1950 or 1974 Benefit
Plans. Where the signatory is no longer in business, the Act
assigns liability for beneficiaries to a defined group of "related
persons." See §§ 9706(a), 9701(c)(2), (7). The Act charges the
Commissioner of Social Security with assigning each eligible
beneficiary to a signatory operator or its related persons, §
9706(a); identifies specific categories of signatory operators (and
their related persons) and requires the Commissioner to assign
beneficiaries among these categories in a particular order,
ibid.; and ensures that if a beneficiary remains unassigned
because no existing company falls within the categories, benefits
will be financed by the Combined Fund, see §§ 9704(a), (d),
9705(b). Shortly after respondent Jericol Mining, Inc. (Jericol),
was formed in 1973 as Irdell Mining, Inc., Irdell and another
company purchased the coal mining operating assets of Shackleford
Coal Co., which was a signatory to a coal wage agreement while it
was in business. Among other things, they assumed responsibility
for Shackleford's collective-bargaining agreement with the UMWA.
There was no common ownership between Irdell and Shackleford.
Irdell subsequently changed its name, operating as the Shackleford
Coal Co. until 1977, when it again changed its name to Jericol.
Between 1993 and 1997, the Commissioner assigned premium
responsibility for 86 retired miners to Jericol under § 9706(a)(3),
determining that as a "successor" or "successor in interest" to the
original Shackleford, Jericol qualified as a "related person" to
Shackleford. All of these retirees had worked for Shackleford, but
none of them had actually worked for Jericol. Jericol and
respondent Sigmon Coal Company, Inc., a person related to Jericol
under
439
§ 9701(c)(2), filed suit against the Commissioner. The District
Court granted them summary judgment, concluding that the Act's
classification regime does not provide for the liability of
successors of defunct signatory operators. In affirming, the Fourth
Circuit concluded that the Act was clear and unambiguous and that
the court was bound to read it exactly as it was written, and held,
inter alia, that Jericol was not a "related person" to Shackleford
and thus could not be held responsible for Shackleford's
miners.
Held: The Coal Act does not permit the Commissioner to assign
retired miners to the successors in interest of out-of-business
signatory operators. pp. 450-462.
1. Because the Act is explicit as to who may be assigned
liability for beneficiaries and neither the "related persons"
provision nor any other provision states that successors in
interest to these signatory operators may be assigned liability,
the Act's plain language necessarily precludes the Commissioner
from assigning the disputed miners to Jericol. Where, as here, the
statutory language is unambiguous, the inquiry ceases. See, e. g.,
United States v. Ron Pair Enterprises, Inc.,
489 U. S. 235, 240. Since
the retirees at issue were Shackleford employees, the "signatory
operator" that sold its assets to Jericol (then-Irdell) in 1973,
the Commissioner can only assign the beneficiaries to Jericol if it
is a "related person" to Shackleford under § 9706(a). Section
9701(c)(2) states that "[a] person shall be considered to be a
related person to a signatory operator if that person is-" "(i) a
member of the controlled group of corporations ... which includes
[the] signatory operator"; "(ii) a trade or business ... under
common control ... with such signatory operator"; or "(iii) any
other person who [has] a partnership interest or joint venture with
a signatory operator" with some exceptions. A related person also
includes "a successor in interest of any person described in clause
(i), (ii), or (iii)." There is no contention that Jericol was ever
a member of a controlled group of corporations including
Shackleford, that it was ever a business under common control with
Shackleford, or that it ever had a partnership interest or engaged
in a joint venture with Shackleford. Therefore, liability for these
beneficiaries may attach to Jericol only if it is a successor in
interest to an entity described in §§ 9701(c)(2)(A)(i)-(iii).
Because Jericol is a successor in interest only to Shackleford,
Jericol will be liable only if a signatory operator itself, here
Shackleford, falls within one of these categories. None of the
three categories, however, includes the signatory operator itself.
Nor should such inclusion be inferred, since it is a general
principle of statutory construction that when one statutory section
includes particular language that is omitted in another section of
the
440
Syllabus
same Act, it is presumed that Congress acted intentionally and
purposely. E.
g., Russello v. United States,
464 U. S. 16, 23. Where
Congress wanted to provide for successor liability in the Coal Act,
it did so explicitly, as demonstrated by §§ 9706(b)(2) and
9711(g)(1). If Congress had meant to make a preenactment successor
in interest like Jericol liable, it could have done so clearly and
explicitly. Pp. 450-454.
2. The Court rejects the Commissioner's arguments that, in light
of the Coal Act's text, structure, and purposes, a direct successor
in interest of the entity that was the signatory operator is
included within the liability scheme and should be responsible for
that operator's Combined Fund premiums if the operator is defunct
and there is no other "related person" still in business. pp.
454-462.
(a) The Act's text supports neither of two readings proposed by
the Commissioner. First, the Commissioner argues that, because §
9701(c)(2)(A)'s last sentence states that "related person"
"include[s]" a successor in interest of "any person described in
clause (i), (ii), or (iii)," and because these clauses mention the
"signatory operator" itself, that operator is "described" in clause
(i) by virtue of the express reference. It is unlikely that
Congress, which neither created a separate category for signatory
operators nor included signatory operators within the categories,
intended to attach liability to a group such as successors in
interest to signatory operators through a general clause that was
meant to reach persons "described" in one of three explicit
categories. Second, the Commissioner argues that, because a
signatory operator is necessarily a member of a controlled group of
corporations that includes itself under § 9701(c)(2)(A)(i), a
"successor in interest" of a member of that group includes a
successor in interest of the signatory operator. Section
9701(c)(2)(A)(i), however, cannot be divorced from the clause that
begins the related persons provision: "A person shall be considered
to be a related person to a signatory operator if that person is-."
§ 9701(c)(2)(A) (emphasis added). Because it makes little sense for
a signatory operator to be related to itself, the statute
necessarily implies that a "related person" is a separate entity
from a signatory operator. Moreover, the Commissioner's argument
only works where the signatory operator is actually part of a
"controlled group of corporations." The argument has no force here,
in any event, because the Commissioner does not contend that
Shackleford was part of such a group. Pp. 455-456.
(b) The floor statements of two Senators who sponsored the Coal
Act, which the Commissioner alleges support her position, cannot
amend the unambiguous language of the statute. There is no reason
to give greater weight to a Senator's floor statement than to the
collective votes
441
of both Houses, which are memorialized in the unambiguous
statutory text. Pp. 456-457.
(c) Also unavailing is the Commissioner's argument that
construing the "related person" provision to exclude a signatory's
direct successor in interest would be contrary to Congress' stated
purposes of ensuring that each Combined Fund beneficiary's health
care costs are borne (if possible) by the person with the most
direct responsibility for the beneficiary, not by persons that had
no connection with the beneficiary or by the public fisc. The
Commissioner appears to request application of some form of an
absurd results test. Respondents answer correctly that this Court
rarely invokes such a test to override unambiguous legislation, and
offer several explanations for why Congress would have purposefully
exempted successors in interest of a signatory operator from the
"related person" definition. Where the statutory language is clear
and unambiguous, this Court need neither accept nor reject a
particular "plausible" explanation for why Congress would have
written a statute as it did. Negotiations surrounding the bill's
enactment tell a typical story of legislative battle among interest
groups, Congress, and the President. It is quite possible that a
bill that assigned liability to successors of signatory operators
would not have survived the legislative process. The deals brokered
during a Committee markup, on the floor of the two Houses, during a
joint House and Senate Conference, or in negotiations with the
President are not to be second-guessed by this Court, whose role is
to interpret the language of the statute enacted by Congress. The
Court will not alter unambiguous text in order to satisfy the
Commissioner's policy preferences. Pp. 458-462.
(d) Finally, the Court rejects the Commissioner's suggestion
that, because it was reasonable for her to conclude that direct
successors of a signatory operator should be responsible for the
operator's employees, her interpretation is entitled to deference.
In the context of an unambiguous statute, this Court need not
contemplate deferring to an agency's interpretation. See Chevron U.
S. A. Inc. v. Natural Resources Defense Council, Inc.,
467 U. S. 837,842-843. P.
462.
226 F.3d
291, affirmed.
THOMAS, J., delivered the opinion of the Court, in which
REHNQUIST, C. J., and SCALIA, KENNEDY, SOUTER, and GINSBURG, JJ.,
joined. STEVENS, J., filed a dissenting opinion, in which O'CONNOR
and BREYER, JJ., joined, post, p. 462.
Paul R.
Q. Wolfson argued the cause for petitioner. With
him on the briefs were Solicitor General Olson, Acting As-
442
sistant Attorney General Schiffer, Deputy Solicitor General
Kneedler, Mark B. Stern, and Jeffrey Clair.
Peter Buscemi argued the cause for the Trustees of the United
Mine Workers of America Combined Benefit Fund as amici curiae
urging reversal. With him on the brief were John R. Mooney, Mark
J. Murphy, and David WAllen.
John R. Woodrum argued the cause for respondents.
With him on the briefs was Harold R. Montgomery.*
JUSTICE THOMAS delivered the opinion of the Court.
This case arises out of the Commissioner of Social Security's
assignment, pursuant to the Coal Industry Retiree Health Benefit
Act of 1992 (Coal Act or Act), 26 U. S. C. § 9701 et seq. (1994 ed.
and Supp. V), of 86 retired coal miners to the Jericol Mining, Inc.
(Jericol). The question presented is whether the Coal Act permits
the Commissioner to assign retired miners to the successors in
interest of out-of-business signatory operators.1 The United States
Court of Appeals for the Fourth Circuit held that it does not.
Sigmon Coal Co. v. Apfel,
226 F.3d
291 (2000). We affirm.
I
The Coal Act reconfigured the system for providing private
health care benefits to retirees in the coal industry. In
restructuring this system, Congress had to contend with
*Grant Crandall filed a brief for the United Mine Workers of
America as amicus curiae urging reversal.
Briefs of amici curiae urging affirmance were filed for the
Bellaire Corp. by Donald B. Ayer, Jonathan C. Rose, and Thomas A.
Smock; for R. G. Johnson Co., Inc., by Mary Lou Smith; and for USX
Corp. et al. by David
J. Laurent.
1 A signatory operator is a "coal operato[r] that signed any
[National Bituminous Coal Wage Agreement] or any other agreement
requiring contributions to the 1950 or 1974 Benefit Plans." Eastern
Enterprises v. Apfel,
524 U. S. 498, 514
(1998); see also 26 U. S. C. § 9701(c)(1) (1994 ed.) ("The term
'signatory operator' means a person which is or was a signatory to
a coal wage agreement").
443
over half a century of collective-bargaining agreements between
the coal industry and the United Mine Workers of America (UMWA),
the coal miners' union. Tensions between coal operators and the UMW
A had often led to lengthy strikes with serious economic
consequences for both the industry and its employees. Confronted
with an industry fraught with contention, Congress was faced with a
difficult task.2
This was not the first time that the Federal Government had been
called on to intervene in negotiations within the industry. Such
tensions motivated President Truman, in 1946, to issue an Executive
Order directing the Secretary of the Interior to take possession of
all bituminous coal mines and to negotiate with the UMW A over
changes in the terms and conditions of miners' employment. See
Eastern Enterprises v. Apfel,
524 U. S. 498, 504-505
(1998) (plurality opinion) (quoting 11 Fed. Reg. 5593 (1946)).
These negotiations culminated in the first of many agreements that
resulted in the creation of benefit funds compensating miners,
their dependents, and their survivors. 524 U. S., at 505.
Subsequently, in 1947, the UMWA and several coal operators
entered into a collectively bargained agreement, the N ational
Bituminous Coal Wage Agreement (NBCW A), which established a fund
under which three trustees "were given authority to determine,"
among other things, the allocation of benefits to miners and their
families. Id., at 505-506. Further disagreement prompted the
parties to negotiate another NBCW A in 1950. The following year,
the Bituminous Coal Operators' Association (BCOA) was created as a
multiemployer bargaining association and primary representative for
the coal operators in their negotiations with the UMW A. Id., at
506.
2 In Eastern Enterprises, 524 U. S., at 504-514, we discussed at
great length the history of negotiations between the coal industry
and the UMWA over the provision of employee benefits to coal
miners. We provide only a brief summary here.
444
While the NBCW A was amended occasionally and new NBCWAs were
adopted in 1968 and 1971, the terms and structure of the 1950
agreement remained largely unchanged between 1950 and 1974. Ibid.
In 1974, in order to comply with the Employee Retirement Income
Security Act of 1974, 29 U. S. C. § 1001 et seq. (1994 ed. and
Supp. V), the UMWA and the BCOA negotiated a new agreement to
finance benefits. 524 U. S., at 509. The 1974 NBCWA created four
trusts that replaced the 1950 fund.3
These benefit plans quickly developed financial problems.
Thus, in 1978 the parties executed another NBCWA. This agreement
assigned responsibility for the health care of active and retired
employees to the respective coal mine operators who were
signatories to the earlier NBCW As, and left the 1974 Benefit Plan
in effect only for those retirees whose former employers were no
longer in business. Id., at 510.
Nonetheless, financial problems continued to plague the plans
"as costs increased and employers who had signed the 1978 NBCWA
withdrew from the agreement, either to continue in business with
nonunion employees or to exit the coal business altogether." Id.,
at 511. "As more and more coal operators abandoned the Benefit
Plans, the remaining signatories were forced to absorb the
increasing cost of covering retirees left behind by exiting
employers." Ibid. Pursuant to yet another NBCWA, the UMWA and the
BCOA in 1988 attempted to remedy the problem, this time by imposing
withdrawal liability on NBCW A signatories that seceded from the
benefit plans.
Despite these efforts, the plans remained in serious financial
crisis and, by June 1991, the 120,000 individuals who
3These trusts included the UMWA 1950 Benefit Plan and Trust
(1950 Benefit Plan), which provided nonpension benefits including
medical benefits for miners who retired before January 1, 1976, and
the UMWA 1974 Benefit Plan and Trust (1974 Benefit Plan), which
provided such benefits for active miners and those who retired
after 1975. Id., at 509.
445
received health benefits from the funds were in danger of losing
their benefits. Frieden, Congress Ponders Fate of Coal Miners'
Fund, 10 Business & Health 65 (Sept. 1992) (hereinafter
Frieden). About 60% of these individuals were retired miners and
their dependents whose former employers were no longer contributing
to the benefit plans. Another 15% worked for employers that were no
longer UMWA-represented or were never unionized.4 Karr, Union,
Nonunion Coal Companies Head for Showdown on Retirement Benefits,
Wall Street Journal, Mar. 3, 1992, p. A6 (hereinafter Karr). These
troubles were further aggravated by rising health care costs.
Frieden 65.
The UMWA threatened to strike if a legislative solution was not
reached. Karr A6. And BCOA members, which included those coal firms
that were currently signatories to NBCW As, threatened that they
would not renew their commitments to cover retiree costs when their
contracts expired. Ibid. Following another strike and much unrest,
Secretary of Labor Elizabeth Dole created the Advisory Commission
on United Mine Workers of America Retiree Health Benefits (Coal
Commission), which studied the problem and proposed several
solutions. Eastern Enterprises, 524 U. S., at 511512. In
particular, the Coal Commission focused on how to finance the
health care benefits of orphaned retirees.
Congress considered these and other proposals and eventually
reconfigured the allocation of health benefits for coal miner
retirees by enacting the Coal Act in 1992. Crafting the legislative
solution to the crisis, however, was no easy task. The Coal Act was
passed amidst a maelstrom of con-
4 The term "orphan retirees" encompassed both "true orphans,"
whose former employers were no longer in business, and "reachback
orphans," whose former employers were still in business but no
longer signatories to a coal wage agreement and possibly no longer
in the coal business. House Committee on Ways and Means,
Development and Implementation of the Coal Industry Retiree Health
Benefit Act of 1992, 104th Cong., 1st Sess., 1 (Comm. Print 1995)
(hereinafter Development).
446
tract negotiations, litigation,5 strike threats, a Presidential
veto of the first version of the bill6 and threats of a second
veto, and high pressure lobbying,7 not to mention wide
disagreements among Members of Congress.
5 See, e.
g., McGlothlin v. Connors, 142 F. R. D. 626 (WD
Va. 1992). This lawsuit involved the beneficiaries of the 1950
Benefit Plan and the 1974 Benefit Plan, the trustees, and the BCOA.
The District Court Judge encouraged them to "zealously seek passage
of a bill in Congress to permit the transfer of other funds now in
the possession of the Trustees, which are in excess of any future
projected needs, to finance the Benefit Trusts." Id., at 646.
6Under the original proposal, introduced by Senator Jay
Rockefeller, benefits would have been financed through taxes on the
entire coal industry and premiums collected from reachback
companies that were considered responsible for specific orphans.
Development 12. With support from both the UMWA and the BCOA, but
not the Private Benefits Alliance (PBA), a group of nonunion
companies, Congress originally passed this bill as part of a
comprehensive tax package. See Karr A6. President Bush, however,
vetoed the entire package, in part because of the coal tax
provisions. Tax Package Veto Kills Bailout Plan; Rockefeller Vows
to Find Another Way, Mine Regulation Reporter, Mar. 27,1992,1992 WL
2219562. Members of Congress continued to push for legislation,
using a comprehensive energy bill as the vehicle. While Senator
Rockefeller attempted to add the coal tax provision to the energy
bill, his measure was strongly opposed by a number of Senators and
by the Bush administration. Cloture Motion on Energy Bill Fails but
Dole Says Resolution of Dispute Over Controversial Coal Tax May Be
Near; Bush Threatens Veto if it Remains, Foster Natural Gas Report,
No. 1886, July 23, 1992, p. 1. After much negotiation, the final
version of the bill did not include the tax provision and provided
that only companies that were party to the NBCWAs would be required
to cover retiree health costs. Senate Adopts Compromise Amendment
on Funding of Miner Health Benefits, 147 BNA Daily Labor Report No.
147, p. A-12 (July 30, 1992).
7The UMWA and the BCOA, for example, had joined forces to
support legislation that would require nonunion companies to share
in the cost of providing the health benefits, thereby shifting the
burden of paying into the funds to the entire industry. By
contrast, the PBA, the alliance of nonunion companies, insisted
that because they never employed any of the retirees, they should
not be forced to pick up the other companies' obligations. Karr
A6.
447
The Act "merged the 1950 and 1974 Benefit Plans into a new
multiemployer plan called the United Mine Workers of America
Combined Benefit Fund (Combined Fund)." Id., at 514; see 26 U. S.
C. § 9702(a) (1994 ed.). The Combined Fund "is financed by annual
premiums assessed against 'signatory coal operators,' i. e., coal
operators that signed any NBCWA or any other agreement requiring
contributions to the 1950 or 1974 Benefits Plans." Eastern
Enterprises, 524 U. S., at 514. Where the signatory is no longer in
business, the statute assigns liability for beneficiaries 8 to a
defined group of "related persons." Ibid.; see §§ 9706(a),
9701(c)(2), (7). The Coal Act charged the Commissioner of Social
Security with assigning each eligible beneficiary to a signatory
operator or its related persons. § 9706(a). The statute identifies
specific categories of signatory operators (and their related
persons) and requires the Commissioner to assign beneficiaries
among these categories in a particular order. Ibid. The Coal Act
also ensures that if a beneficiary remains unassigned because no
existing company falls within the aforementioned categories, then
benefits will be financed by the Combined Fund, either with funds
transferred from interest earned on the Department of the
Interior's Abandoned Mine Reclamation Fund or from an additional
premium imposed on all assigned signatory operators on a pro rata
basis. See §§ 9704(a), (d), 9705(b).
II
Respondent Jericol was formed in 1973 as Irdell Mining, Inc.
(Irdell). Shortly thereafter, Irdell and another company purchased
the coal mining operating assets of Shackleford Coal Company, a
company that was a signatory to a coal
8 The term "beneficiary" refers to an individual who "(1) is a
coal industry retiree who, on July 20, 1992, was eligible to
receive, and receiving, benefits from the 1950 UMWA Benefit Plan or
the 1974 UMWA Benefit Plan, or (2) on such date was eligible to
receive, and receiving, benefits in either such plan by reason of a
relationship to such retiree." § 9703(f).
448
wage agreement while it was in business. Sigmon Coal Co. v.
Apfel, 33 F. Supp. 2d 505, 507 (WD Va. 1998). Theyacquired the
right to use the Shackleford name and assumed responsibility for
Shackleford's outstanding contracts, including its
collective-bargaining agreement with the UMWA. App. 23-24, 26.
"There was no common ownership between Irdell and Shackleford." 226
F. 3d, at 297. Irdell subsequently changed its name, operating as
the Shackleford Coal Company until 1977, when it again changed its
name to Jericol. The new company was a signatory only to the 1974
NBCWA.
Acting pursuant to § 9706(a), between 1993 and 1997, the
Commissioner assigned premium responsibility for over 100 retired
miners and dependents to Jericol. Of these, 86 were assigned under
§ 9706(a)(3) because they had worked for Shackleford and the
Commissioner determined that as a "successor" or "successor in
interest" to the original Shackleford, Jericol qualified as a
"related person" to Shackleford. The others were assigned because
they had actually worked for Jericol. Jericol appealed most of the
Commissioner's determinations,9 arguing that the assignments were
erroneous both because Jericol was not a successor in interest to
Shackleford and because Jericol was not a related person to ShackIe
ford. 10 See, e.
g., Pet. for Cert. 45a-62a.
Dissatisfied with the outcome of administrative proceedings,
respondent Sigmon Coal Company, Inc.,l1 and Jericol
9Jericol did not appeal the most recent 1997 assignment to the
Commissioner, arguing that it had already filed suit and should not
be required to exhaust its administrative remedies before seeking
relief given the similarity of the law and facts underlying each
assignment of Shackleford's miners to Jericol. The District Court
agreed. Sigmon Coal Co. v. Apfel, 33 F. Supp. 2d 505, 508 (WD Va.
1998).
10 In this case, we are only reviewing whether Jericol is a
related person to Shackleford.
11 Sigmon Coal joined Jericol as a plaintiff apparently because
they are related persons under the Coal Act, 26 U. S. C. §
9701(c)(2) (1994 ed.), and thus jointly and severally responsible
for any amounts due from either. § 9704(a). See 33 F. Supp. 2d, at
506, n. 3.
449
filed suit against the Commissioner, arguing that he wrongfully
assigned retirees and dependents to Jericol. 33 F. Supp. 2d, at
506. The District Court concluded that the classification regime of
the Coal Act does not provide, directly or indirectly, "for
liability to be laid at the door of successors of defunct signatory
operators." Id., at 509. The District Court ordered the
Commissioner to withdraw the challenged assignments and enjoined
the Commissioner from assigning additional retirees to Jericol on
the basis that it is a related person to the original
Shackleford.
The Commissioner appealed, arguing that a "straight reading" of
the statute shows that a successor in interest to a signatory
operator qualifies as a related person, thereby permitting the
assignment of the retirees and dependents to Jericol. 226 F. 3d, at
303. Alternatively, the Commissioner argued that the District
Court's "reading ... produces inexplicable, anomalous results that
are clearly at odds with congressional intent." Ibid.
"[D]eclin[ing] the Commissioner's invitation to rewrite the Coal
Act," the United States Court of Appeals for the Fourth Circuit
affirmed. Id., at 294. The Court of Appeals concluded that the
"statute is clear and unambiguous" and that the court was "bound to
read it exactly as it is written." Ibid. Accordingly, the court
held that Jericol was not a "related person" to Shackleford and
thus could not be held responsible for Shackleford's miners. The
Court of Appeals rejected the Commissioner's arguments that this
reading either contravenes congressional intent or begets "some
fairly odd results." Id., at 305, 307. Rather, the Court of Appeals
found plausible Jericol's explanation that the plain text of the
Act was consistent with Congress' desire to promote the sale of
coal companies and to respond to complaints by coal operators that
they were being required to pay benefits for retired miners who had
neither worked for them nor maintained any other relationship with
them. Id., at 307. A plausible explanation, the court concluded,
"is all we need
450
to reject the assertion that the Coal Act's definition of
'related person' is, on its face, absurd." Id., at 308.
Alternatively, the court reasoned, even if the literal text of the
statute produced an arguably anomalous result, "we are not simply
free to ignore unambiguous language because we can imagine a
preferable version." Ibid. This was not one of those rare cases,
the court concluded, where Congress had drafted a statute that
"produced an absurdity 'so gross as to shock the general moral or
common sense.'" Ibid. (quoting Maryland Dept. of Ed. v. Department
of Veterans Affairs,
98 F.3d
165, 169
(CA4 1996)).
We granted certiorari, 532 U. S. 993 (2001), and now affirm.
III
As in all statutory construction cases, we begin with the
language of the statute. The first step "is to determine whether
the language at issue has a plain and unambiguous meaning with
regard to the particular dispute in the case." Robinson v. Shell
Oil Co.,
519 U. S.
337, 340 (1997) (citing United States v. Ron Pair Enterprises,
Inc.,
489 U. S.
235, 240 (1989)). The inquiry ceases "if the statutory language
is unambiguous and 'the statutory scheme is coherent and
consistent.'" 519 U. S., at 340.
With respect to the question presented in this case, this
statute is unambiguous. The statutory text instructs that the Coal
Act does not permit the Commissioner to assign beneficiaries to the
successor in interest of a signatory operator. The statute
provides:
"For purposes of this chapter, the Commissioner of Social
Security shall, before October 1, 1993, assign each coal industry
retiree who is an eligible beneficiary to a signatory operator
which (or any related person with respect to which) remains in
business in the following order:
"(1) First, to the signatory operator which-
451
"(A) was a signatory to the 1978 coal wage agreement or any
subsequent coal wage agreement, and
"(B) was the most recent signatory operator to employ the coal
industry retiree in the coal industry for at least 2 years.
"(2) Second, if the retiree is not assigned under paragraph (1),
to the signatory operator which-
"(A) was a signatory to the 1978 coal wage agreement or any
subsequent coal wage agreement, and
"(B) was the most recent signatory operator to employ the coal
industry retiree in the coal industry.
"(3) Third, if the retiree is not assigned under paragraph (1)
or (2), to the signatory operator which employed the coal industry
retiree in the coal industry for a longer period of time than any
other signatory operator prior to the effective date of the 1978
coal wage agreement." 26 U. S. C. § 9706(a) (1994 ed.).
In this case, the Commissioner determined that because
Shackleford is a pre-1978 signatory and employed the disputed
miners for over 24 months, assignment must be made under category
3. It then assigned the miners to Jericol after determining that
Jericol was a successor in interest to Shackleford and was
therefore a "related person" to Shackleford. 226 F. 3d, at 298.
We disagree with the Commissioner's reasoning. Because the
disputed retirees were employees of Shackleford, the "signatory
operator" that sold its assets to Jericol (thenIrdell) in 1973, the
Commissioner can only assign them to Jericol if it is a "related
person" to Shackleford. The statute provides that "a person shall
be considered to be a related person to a signatory operator if
that person" falls within one of three categories:
"(i) a member of the controlled group of corporations (within
the meaning of section 52 (a)) which includes such signatory
operator;
452
"(ii) a trade or business which is under common control (as
determined under section 52(b)) with such signatory operator;
or
"(iii) any other person who is identified as having a
partnership interest or joint venture with a signatory operator in
a business within the coal industry, but only if such business
employed eligible beneficiaries, except that this clause shall not
apply to a person whose only interest is as a limited partner." §
9701(c)(2).
In addition, the last sentence of § 9701(c)(2)(A) states that
"[a] related person shall also include a successor in interest of
any person described in clause (i), (ii), or (iii)."
Although the Commissioner maintains that Jericol is a "related
person" to Shackleford, Jericol does not fall within any of the
three specified categories defining a "related person." There is no
contention that it was ever a member of a controlled group of
corporations including Shackleford, that it was ever a business
under common control with Shackleford, or that it ever had a
partnership interest or engaged in a joint venture with
Shackleford. Therefore, liability for these beneficiaries may
attach to Jericol only if it is a successor in interest to an
entity described in §§ 9701(c)(2)(A)(i)(iii). Because Jericol is a
successor in interest only to Shackleford, Jericol will be liable
only if a signatory operator itself, here Shackleford, falls within
one of these categories. None of the three categories, however,
includes the signatory operator itself.
Nor should we infer as much, as it is a general principle of
statutory construction that when" 'Congress includes particular
language in one section of a statute but omits it in another
section of the same Act, it is generally presumed that Congress
acts intentionally and purposely in the disparate inclusion or
exclusion.'" Russello v. United States,
464 U. S. 16, 23 (1983)
(quoting United States v. Wong Kim Bo,
472 F.2d
720, 722
(CA5 1972)). Where Congress wanted to provide
for successor liability in the Coal Act, it did so explic-
453
itly, as demonstrated by other sections in the Act that give the
option of attaching liability to "successors" and "successors in
interest."
For example, § 9706(b)(2) provides that with respect to
beneficiaries of the Combined Fund, "[i]f a person becomes a
successor of an assigned operator after the enactment date [of the
Coal Act], the assigned operator
may transfer the assignment
of an eligible beneficiary ... to such successor, and such
successor shall be treated as the assigned operator with respect to
such eligible beneficiary for purposes of this chapter." (Emphasis
added.) The subsection also provides, however, that "the assigned
operator transferring such assignment (and any related person)
shall remain the guarantor of the benefits provided to the eligible
beneficiary under this chapter." Ibid. While this provision gives a
postenactment successor the option of transferring the assignment
and assuming the signatory operator's liability, it does not
address the liability of preenactment successors.
Further, § 9711 enumerates the continuing obligations of
Individual Employer Plans (IEPs) maintained pursuant to a 1978 or
subsequent coal wage agreement.12 Section 9711(g)(1) provides that
"[f]or [the] purposes of" IEPs and the 1992 UMWA Benefit Plan,
"[t]he term 'last signatory operator' shall include a successor in
interest of such operator." Thus, in § 9711, Congress gave "last
signatory operator" a subsection-specific definition that extends
the IEP obligations of a preenactment signatory operator to include
its "successors in interest."
Those subsections stand in direct contrast to the provisions
implicated here: §§ 9701(c)(1), (2), and (4), which define
"signatory operator," "related persons," and "last signatory
operator," respectively, "[f]or [the] purposes of this
section,"
12 The rules applicable to successors of signatory operators who
maintain such plans are provided in §§ 9711(g)(1) and (2); §
9711(g)(2) discusses the obligations of a person who becomes a
successor of a last signatory operator postenactment, and is nearly
identical to § 9706(b)(2).
454
and do not specify that they include or impose liability on the
signatory operator's successor in interest.
Despite the unambiguous language of the statute with respect to
those entities to whom successor liability attaches, the
Commissioner essentially asks that we read into the statute
mandatory liability for pre enactment successors in interest to
signatory operators. This we will not do. "We refrain from
concluding here that the differing language in the two subsections
has the same meaning in each. We would not presume to ascribe this
difference to a simple mistake in draftsmanship." Russello, supra,
at 23. Congress wrote the statute in a manner that provides for
liability only for successors in interest to certain signatory
operators. If Congress meant to make a preenactment successor in
interest like Jericol liable, it could have done so clearly and
explicitly.
Therefore, because the statute is explicit as to who may be
assigned liability for beneficiaries and neither the "related
persons" provision nor any other provision states that successors
in interest to signatory operators may be assigned liability, the
plain language of the statute necessarily precludes the
Commissioner from assigning the disputed miners to Jericol.
IV
The Commissioner admits that the "statute does not state in haec
verba that an assignment may be made to a direct successor in
interest of the entity that was the signatory operator itself."
Brief for Petitioner 10. Nonetheless, the Commissioner concludes
that, in light of the text, structure, and purposes of the Coal
Act, such direct successors in interest are included within the
liability scheme and should be responsible for a signatory
operator's Combined Fund premiums if the signatory operator itself
is defunct and there is no other "related person" still in
business. Ibid. We address the Commissioner's arguments below.
455
A
The Commissioner proposes several readings of the statute.
First, the Commissioner argues that, because the last sentence of §
9701(c)(2)(A) states that the term "related person" "include[sJ" a
successor in interest of "any person described in clause (i), (ii),
or (iii)," and because these clauses mention the "signatory
operator" itself, the signatory operator is "described" in clause
(i) by virtue of the express reference. Brief for Petitioner
24.
The text of the statute does not support this reading.
Where Congress wanted to include successors in interest, it did
so clearly and explicitly. See supra, at 452-453. Each category of
"related persons" describes a definitive group of persons. §
9701(c)(2). Congress neither created a separate category for
signatory operators nor included signatory operators within these
categories. It is unlikely that Congress intended to attach
liability to a group such as successors in interest to signatory
operators through a general clause that was meant to reach persons
"described" in one of three explicit categories.
Second, the Commissioner argues that, under § 9701(c)(2) (A)(i),
a signatory operator is necessarily a member of a controlled group
of corporations that includes itself. Brief for Petitioner 24. This
subsection provides that "related persons" include "a member of the
controlled group of corporations (within the meaning of section 52
(a)) which includes such signatory operator." § 9701(c)(2)(A)(i).
Thus, according to the Commissioner's logic, if corporation A is a
member of a controlled group that includes corporations A, B, and
C, then a "successor in interest" of a member of the group of
corporations A, B, and C includes a successor in interest of
corporation A. Ibid.
Standing alone, the subsection supports the Commissioner's
argument that a signatory operator is necessarily a member of a
group of corporations that includes itself. But this provision
cannot be divorced from the clause that begins
456
the related persons provision: "A person shall be considered to
be a related person to a signatory operator if that person is-." §
9701(c)(2)(A) (emphasis added). Under the Commissioner's reading,
the signatory operator would be related to itself. But just as it
makes little sense to say that I am a related person to myself, it
makes little sense to say that a signatory operator is a related
person to itself. The statute therefore necessarily implies that a
"related person" is a separate entity from a signatory operator.
Moreover, the Commissioner's argument only works where the
signatory operator is actually part of a "controlled group of
corporations." The Commissioner does not account for the situation
where a signatory operator is not part of a controlled group. And
because the Commissioner does not contend that Shackleford was part
of such a controlled group of corporations, this argument, in any
event, has no force here.
B
The Commissioner also contends that the background, legislative
history, and purposes of the Coal Act confirm that Congress
intended that liability for a signatory operator's employees could
be placed on the signatory's direct successor in interest.
1
As support, the Commissioner turns to the floor statements of
Senators Malcolm Wallop and Jay Rockefeller, arguing that, because
these Senators sponsored the Coal Act, their views are entitled to
special weight. In particular, the Commissioner relies on an
explanation of the legislation placed into the record by Senator
Wallop, making the point that, in addition to the three categories
of related persons, "the statute provides that related persons"
includes "(iv) in specific instances successors to the collective
bargaining agreement obligations of a signatory operator." 138
Congo
457
Rec. 34002
(1992).13 The Commissioner also points to
Senator Rockefeller's statement that "[t]he term 'signatory
operator,' as defined in new section 9701(c)(1), includes a
successor in interest of such operator." Id., at 34033.14
Floor statements from two Senators cannot amend the clear and
unambiguous language of a statute. We see no reason to give greater
weight to the views of two Senators than to the collective votes of
both Houses, which are memorialized in the unambiguous statutory
text.15
13 Placed in its proper context, this statement is entirely
consistent with the statutory text. Senator Wallop noted first that
the bill makes "each such related person fully responsible for the
signatory operator's obligation to provide benefits under the Act
should the signatory no longer be in business, or otherwise fail to
fulfill its obligations under the Act." 138 Congo Rec., at 34002
(emphasis added). After listing the three categories of related
persons, Senator Wallop then added category (iv): "in specific
instances successors to the collective bargaining agreement
obligations of a signatory operator-are equally obligated with the
signatory operator to pay for continuing health care coverage."
Ibid. (emphasis added). To begin with, it must be noted that
Senator Wallop did not state that all successors are responsible
for the beneficiaries. Rather, he narrowed the group with the
qualifying phrase "in specific instances." And Senator Wallop did
not suggest that responsibility attaches to successors in interest
to signatory operators. Instead, the "successors to the collective
bargaining agreement obligations" are nothing more than those
entities that he previously identifies as "fully responsible for
the signatory operator's obligation": the related persons
categorized in clauses (i)-(iii). Consequently, the statement is
consistent with the final sentence of the related persons
definition which provides that "[a] related person shall also
include a successor in interest of any person described in clause
(i), (ii), or (iii)." § 9701(c)(2)(A).
14 We need look to only the statutory text to know that the
definition in fact does not include the successor in interest. See
§ 9701(c)(1) ("The term 'signatory operator' means a person which
is or was a signatory to a coal wage agreement"). See supra, at
455.
15 Despite the dissent's assertion that we should defer to what
it characterizes as "clear evidence of coherent congressional
intent," post, at 462 (opinion of STEVENS, J.), the dissent points
to only two sentences in the Congressional Record. Even if we were
to believe that floor statements
458
The Commissioner also argues that construing the related person
provision to exclude a signatory's direct successor in interest
would be contrary to Congress' stated purpose of ensuring that each
Combined Fund beneficiary's health care costs is borne (if
possible) by the person with the most direct responsibility for the
beneficiary, not by persons that had no connection with the
beneficiary or by the public fisc. The Commissioner contends that
the Court should choose a construction of the statute that
effectuates Congress' "overriding purpose" of avoiding a recurrence
of the orphan retiree catastrophe, which was caused in large part
by operators avoiding responsibility for their beneficiaries by
changing their corporate structures, selling assets, or ceasing
operations. See Brief for Petitioner 30.
can amend clear statutory language, these statements can hardly
be characterized as "clear evidence." To begin with, the dissent
mischaracterizes Senator Wallop's statement, neglecting to explain
its context and to include the qualifying phrase "in specific
instances." See supra, at 457, n. 13. Absent support from Senator
Wallop's statement, the dissent is left only with Senator
Rockefeller's explanation. The dissent essentially contends that we
should use a single sentence in a long colloquy to effect a major
change in the statute. However, the dissent fails to note that the
House passed the bill on October 5, 1992, three days before Senator
Rockefeller made his statement. See 6 Legislative History of the
Energy Policy Act of 1992 (Committee Print compiled for the Senate
Committee on Energy and Natural Resources by the Library of
Congress), p. 4678 (1994) (hereinafter Legislative History). There
is no indication that Senator Rockefeller's version of the
provision garnered the support of the House, the Senate, and the
President. And, given that the House had already passed the bill,
the dissent's additional reliance on the absence of a response to
the Senators' explanation simply makes no sense. See post, at
468-469. Moreover, were we to adopt this form of statutory
interpretation, we would be placing an obligation on Members of
Congress not only to monitor their colleague's floor statements but
to read every word of the Congressional Record including written
explanations inserted into the record. This we will not do. The
only "evidence" that we need rely on is the clear statutory
text.
459
The Commissioner further suggests that the Court of Appeals'
construction of the statute leads to the counterintuitive result
that a direct successor in interest of a signatory may not be made
responsible for a signatory's beneficiaries-even though such
successor liability would be supported by the background principles
of successorship 16_ while a more distantly related successor in
interest of a corporate affiliate of a signatory operator may be
made responsible for the signatory's beneficiaries. Thus, the
Commissioner appears to request that the Court invoke some form of
an absurd results test. Id., at 32 (citing United States v.
X-Citement Video, Inc.,
513 U. S. 64, 70-71
(1994); United States v. Brown,
333 U. S. 18,27
(1948)).17
Respondents correctly note that the Court rarely invokes such a
test to override unambiguous legislation. Moreover, respondents
offer several explanations for why Congress would have purposefully
exempted successors in interest of a signatory operator from the
"related person" definition.
16 The Commissioner asks that the Court apply the background
principles of successorship, as articulated in the Court's
treatment of labor, employment, and benefit statutes, that a
corporate entity's liability under a statutory scheme should be
attributed to the entity's direct successor in interest. Brief for
Petitioner 36-40. But in the Coal Act, Congress expressly
delineated those parties to which it sought to attach
responsibility. Where a statute provides an explicit and
all-inclusive scheme that does not include successors in interest
to signatory operators, and where there is no indication that
Congress intended that the statute be supplemented by reference to
background principles, we will not import these principles into our
analysis.
17The dissent makes the conclusory assertion that our
"interpretation of the statute ... recreates the same difficulties
that beset the NBCWAs and that Congress explicitly sought to
avoid." See post, at 471. The dissent, however, provides no data
for its conclusory assertion. Nor does it explain how our
interpretation "recreates the same difficulties that beset the
NBCWAs." Ibid. And the dissent ignores the fact that the new scheme
broadly expanded the group of persons responsible for
beneficiaries. Thus, the fact that Congress declined to attach
liability to one group of persons tells us nothing about the new
system's viability.
460
First, respondents argue that coal operators undoubtedly would
have opposed legislation that seriously expanded their liability
with respect to miners that they had never employed,18 and that it
is hard to imagine that the 1988 signatory companies would have
agreed to a compromise that exposed them to open-ended statutory
liability linked to decades of buying, selling, and trading
property. Brief for Respondents 39-43.
Second, respondents speculate that Congress may have concluded
that injecting coal industry successor issues into the
Commissioner's task of allocating liability for more than 100,000
UMWA retirees and dependents would consume a disproportionate share
of the agency's resources, create gridlock in the assignment
process, precipitate endless operator challenges under the Coal
Act's administrative review process, and thwart implementation of
the program. Id., at 4345. Finally, respondents suggest that
Congress could have been concerned about the adverse impact that
successor liability might have had on the valuation and sale of
union companies and properties.19 Id., at 45-46.
Where the statutory language is clear and unambiguous, we need
neither accept nor reject a particular "plausible" explanation for
why Congress would have written a statute
18 Respondents argue that successor liability covering 40 years
of preAct transactions could have exploded the number of Combined
Fund beneficiaries potentially assignable to the 1988 signatory
operators. See Brief for Respondents 41. It would have been
difficult for the 1988 signatories to estimate their potential
liability under a legislative fix that included successor
liability. Thousands of pre-1976 UMWA retirees were potential
candidates for assignment to a 1988 NBCWA signatory under such
broad based successor liability.
19 If Congress had retroactively burdened coal asset purchasers
for financial shortfalls arising from failures under a private
party contract, respondents argue, future purchasers would be wary
about paying fair market value for coal property. Such concerns
might destabilize the unionized industry's economic underpinning,
at a time when many assigned operators might need to raise money to
help defray costs imposed by the Act.
461
that imposes liability on the successors of the companies that
fall within the categories of §§ 9701(c)(2)(A)(i)-(iii) but not on
successors to the signatory operators themselves. Dissatisfied with
the text of the statute, the Commissioner attempts to search for
and apply an overarching legislative purpose to each section of the
statute. Dissatisfaction, however, is often the cost of legislative
compromise. And negotiations surrounding enactment of this bill
tell a typical story of legislative battle among interest groups,
Congress, and the President. See supra, at 445-446, and nn. 6-7.
Indeed, this legislation failed to ease tensions among many of the
interested parties.20 Its delicate crafting reflected a compromise
amidst highly interested parties attempting to pull the provisions
in different directions. See, e.
g., 6 Legislative History
4569-4571. As such, a change in any individual provision could have
unraveled the whole. It is quite possible that a bill that assigned
liability to successors of signatory operators would not have
survived the legislative process. The deals brokered during a
Committee markup, on the floor of the two Houses, during a joint
House and Senate Conference, or in negotiations with the President,
however, are not for us to judge or second-guess.
Our role is to interpret the language of the statute enacted by
Congress. This statute does not contain conflicting provisions or
ambiguous language. Nor does it require a narrowing construction or
application of any other canon or interpretative tool. "We have
stated time and again that courts must presume that a legislature
says in a statute what
2°The UMWA's lobbying efforts precipitated a lawsuit by the
Pittston Coal Company, which sued the UMWA for $250 million,
alleging "that at the conclusion of the 1989-1990 strike, the union
promised not to lobby on behalf of legislation making 'reachback'
companies resume payments to the" retiree health system. UMW Denies
Breaching Pittston Pact, 17 Coal Outlook, Dec. 6, 1993, 1993 WL
2678868. "Pittston accused the union of violating a promise not to
lobby for industry wide taxation to bail out two retiree health
funds." UMW, Pittston Reach Tentative Deal, 18 Coal Outlook, June
20, 1994, 1994 WL 2480375.
462
it means and means in a statute what it says there. When the
words of a statute are unambiguous, then, this first canon is also
the last: 'judicial inquiry is complete.'" Connecticut Nat. Bank v.
Germain,
503 U. S.
249, 253-254 (1992) (quoting Rubin v. United States,
449 U. S. 424, 430
(1981)) (citations omitted). We will not alter the text in order to
satisfy the policy preferences of the Commissioner. These are
battles that should be fought among the political branches and the
industry. Those parties should not seek to amend the statute by
appeal to the Judicial Branch.
C
The Commissioner's final argument is that, even if the Coal Act
did not affirmatively provide that responsibility for combined fund
premiums may be imposed on a signatory's direct successor, it was
reasonable for the Commissioner to conclude that direct successors
of a signatory operator should be responsible for the operator's
employees. Congress, however, did not delegate authority to the
Commissioner to develop new guidelines or to assign liability in a
manner inconsistent with the statute. In the context of an
unambiguous statute, we need not contemplate deferring to the
agency's interpretation. See Chevron U. S. A. Inc. v. Natural
Resources Defense Council, Inc.,
467 U. S. 837, 842843
(1984).
Accordingly, the judgment of the Court of Appeals is
affirmed.
It is so ordered.
JUSTICE STEVENS, with whom JUSTICE O'CONNOR and JUSTICE BREYER
join, dissenting.
This case raises the question whether clear evidence of coherent
congressional intent should inform the Court's construction of a
statutory provision that seems, at first blush, to convey an
incoherent message. Today, a majority of the Court chooses to
disregard that evidence and, instead, ad-
463
heres to an interpretation of the statute that produces absurd
results. Two Members of Congress-both sponsors of the legislation
at issue-have explained that the statute does not mandate such
results, and the agency charged with administering the statute
agrees. As a partner of the other two branches of Government, we
should heed their more reasonable interpretation of Congress'
objectives.
The Coal Industry Retiree Health Benefit Act of 1992 (Coal Act
or Act), 26 U. S. C. § 9701 et seq. (1994 ed. and Supp. V),
authorizes the Commissioner of Social Security (Commissioner) to
assign responsibility for providing health care benefits for
certain retired coal miners and their beneficiaries. It was enacted
in response to the financial difficulties that had plagued the
National Bituminous Coal Wage Agreements (NBCWAs), a multiemployer,
private health care system, established by representatives of the
coal industry and the United Mine Workers Association (UMWA). See
Eastern Enterprises v. Apfel,
524 U. S. 498, 511
(1998). The NBCW As were part of an arrangement in which the UMW A
accepted collective-bargaining agreements dictating wages,
benefits, and other terms of employment in exchange for, inter
alia, promises regarding the provision of lifetime health benefits
for retired miners. After many of the coal operators who were
signatories to the NBCW As went out of business or withdrew from
their coverage, the remaining signatories were forced to assume a
share of the health care costs for those operators' employees.
Consequently, the remaining members had an even greater
incentive to avoid their obligations under the agreements. Ibid.
The ensuing downward spiral threatened the NBCW As' ability to
provide health benefits. In evaluating legislative solutions,
Congress "was advised that more than 120,000 retirees might not
receive 'the benefits they were promised'" during the
collective-bargaining process. Id., at 513 (quoting Coal Commission
Report on Health Benefits of Retired Coal Miners: Hearing before
the Subcommittee on
464
Medicare and Long-Term Care of the Senate Committee on Finance,
102d Cong., 1st Sess., 45 (1991) (statement of Bituminous Coal
Operator's Association Chairman Michael K. Reilly)). Congress'
objective in passing the Coal Act was to "identify persons most
responsible for plan liabilities" and to establish an order of
priority to ensure the long-term viability of the fund. Energy
Policy Act of 1992, Pub. L. 102-486, § 19142, 106 Stat. 3037.
To accomplish that goal, the Act directs the Commissioner to
assign primary responsibility to a "signatory operator" that
formerly employed the particular miners and to persons "related" to
that operator. The broad definition of the term "related person"
includes three classes of entities associated with the signatory
and a catchall sentence stating that a "related person shall also
include a successor in interest of any person described in clause
(i), (ii), or (iii)." 1 The question in this case is whether the
Act permits the Commissioner to assign retirees to a successor of
the signatory itself, or just successors of related persons of the
signatory.
The Commissioner reads the statute broadly to include direct
successors, whereas the Court has adopted a narrower reading that
excludes them from responsibility. Because a signatory operator is
not "described in" clause (i), (ii), or (iii),
1 Title 26 U. S. C. § 9701(c)(2)(A) (1994 ed.) provides: "A
person shall be considered to be a related person to a signatory
operator if that person is-
"(i) a member of the controlled group of corporations (within
the meaning of [26 U. S. C. § ]52(a)) which includes such signatory
operator;
"(ii) a trade or business which is under common control (as
determined under [26 U. S. C. § ]52(b)) with such signatory
operator; or
"(iii) any other person who is identified as having a
partnership interest or joint venture with a signatory operator in
a business within the coal industry, but only if such business
employed eligible beneficiaries, except that this clause shall not
apply to a person whose only interest is as a limited partner.
"A related person shall also include a successor in interest of
any person described in clause (i), (ii), or (iii)."
465
the Court concludes that a successor in interest to a signatory
cannot be liable for the retirees of its predecessor under the
catchall provision. Thus, the Court reads the Act to assign
liability first to the signatory operator, assuming it is still in
business, then to any related persons of that signatory, and if
none exists or is still in business, to the successor in interest
of a related person. Liability can never be assigned to a direct
successor-the most logical recipient of liability, after the
signatory itself.
Two examples illustrate the absurdity of the Court's reading.
First, imagine that corporations "Pi' and "B" operate coal mines in
Kentucky and Illinois, respectively. A and B are affiliated
corporations; let us say they are members of the same controlled
group of corporations. In 1974, each company became a signatory to
one of the coal agreements. Subsequently, they both sell their
assets to separate purchasers. Under the Court's reading of the
Act, the purchaser of the Kentucky mines would be responsible for
the health care costs of the Illinois miners and the purchaser of
the Illinois mines would be assigned the retirees of the Kentucky
company, but neither purchaser would be liable for its
predecessor's retired employees.
Now, consider a slightly different scenario in which A still
operates a coal mine, but B runs a dairy farm. They are still
members of the same controlled group of corporations, however, only
A is a signatory of the 1974 agreement. In this hypothetical, when
A and B sell their assets, under the Court's reading of the
statute, the purchaser of the dairy farm will be liable for the
retired miners' benefits while the purchaser of the coal mine has
no liability. If that result is not absurd, it is surely
incoherent. Why would Congress order such an odd result?
The answer is simple-Congress did not intend this result.
Commenting on the final text of the bill that was ultimately
enacted, two of the Senators sponsoring the measure explained their
understanding of the statutory text to their col-
466
leagues. Senator Rockefeller of West Virginia, who spoke "as the
original author of this legislation," 138 Congo Rec. 34034 (1992),
unambiguously stated that the term "signatory operator" includes "a
successor in interest of such operator." Id., at 34033. And in a
written explanation of the measure that he placed in the
Congressional Record, Senator Wallop stated that the definition of
the term "related person" was "intentionally very broad" and
encompassed "successors to the collective bargaining agreement
obligations of a signatory operator." 2
2 It is of particular interest that he did not limit the scope
of potential assignees to those in the three subparagraphs of §
9701(c)(2)(A). He stated:
"[B]ecause of complex corporate structures which are often found
in the coal industry, the number of entities made jointly and
severally liable for a signatory operator's obligations under the
definition of related persons is intentionally very broad.
"In this regard, the term 'related person' is defined broadly to
include companies related to the signatory operator. The Conference
Agreement makes each such related person fully responsible for the
signatory operator's obligation to provide benefits under the Act
should the signatory no longer be in business, or otherwise fail to
fulfill its obligations under the Act. Thus, the statute provides
that related persons-meaning (i) those within the controlled group
of corporations including the signatory operator, using a 50%
common ownership test, (ii) a trade or business under common
control with a signatory operator, (iii) one with a partnership
interest or joint venture with the signatory operator, or (iv) in
specific instances successors to the collective bargaining
agreement obligations of a signatory operator-are equally obligated
with the signatory operator to pay for continuing health care
coverage." 138 Congo Rec. 34002 (1992) (emphasis added).
The meaning of Senator Wallop's reference to "specific
instances" is not evident, but he surely did not mean "no
instances" as the Court seems to assume. See ante, at 457, n. 13.
Nor could the phrase "successors to the collective bargaining
agreement obligations of a signatory operator" refer to the
successors of persons described in clauses (i)-(iii), because
members of the same controlled group of corporations, for example,
do not assume each other's collective-bargaining agreement
obligations. In specific instances, however, direct successors of
signatory operators may assume those obligations. See infra, at
467-468.
467
If we assume that Senators Rockefeller and Wallop correctly
understood their work product, the provision is coherent. For it is
obviously sensible to impose the cost of health care benefits on
successors to signatory operators, and equally obvious that there
is far less justification for imposing such liability on successors
to related companies that are not engaged in coal mining. Moreover,
assigning liability to direct successors is consistent with
Congress' explicit objective to "identify persons most responsible
for plan liabilities." § 19142(a)(2), 106 Stat. 3037.3 As between
the two, the successor to a signatory has more notice that it may
be held responsible for its predecessor's liabilities than the
successor of a related person of the signatory. In fact, successors
to signatories of the 1974 NBCW A are specifically on notice
because of a provision in that agreement which states: "[The]
Employer promisees] that its operations covered by this Agreement
shall not be sold, conveyed, or otherwise transferred or assigned
to any successor without first securing the agreement of the
successor to assume the Employer's obligations under this
Agreement." Article I, National Bituminous Coal Wage Agreement of
1974.
Not only is the direct successor put on notice; presumably it
received a lower sale price in exchange for assuming the
collective-bargaining agreement obligations of its predecessor.
Consider the facts of this case. Respondent, Jericol Mining, Inc.,
purchased the coal mining assets of Shackleford Coal Co., a
signatory to the 1971 NBCWA. The sales con-
3 Senator Wallop emphasized this point in clarifying why
liability under § 9701(c) is "intentionally very broad." 138 Congo
Rec., at 34002. As he explained: "The purpose of this provision is
to insure that every reasonable effort is made to locate a
responsible party to provide the benefits before the cost is passed
to other signatory companies which have never had any connection to
the individual .... Allocation of beneficiaries to an entity or
business which continues in business is the basic statutory intent.
Thus, the Conference Agreement's overriding purpose is to find and
designate a specific obligor for as many beneficiaries in the Plans
as possible." Ibid.
468
tract provided that Jericol would assume responsibility for
Shackleford's outstanding contracts, including its
collectivebargaining agreement. App. 23, 26. The price Jericol paid
for Shackleford's assets, therefore, must have reflected the fact
that Jericol was taking on Shackleford's commitments to its
retirees. By allowing Jericol to escape responsibility for its end
of the bargain at this stage, the Court effectively grants it a
windfall.
While the Court trumpets the clear language of the statute, the
language here is not clear enough to require disregard of "clearly
expressed legislative intention to the contrary," Consumer Product
Safety Comm'n v. GTE Sylvania, Inc.,
447 U. S. 102, 108
(1980), or to require us to accept "absurd results," United States
v. Turkette,
452 U.
S. 576, 580 (1981) (citing Trans Alaska Pipeline Rate Cases,
436 U. S. 631,
643 (1978)). See infra, at 469-470. Nevertheless, the Court accepts
respondents' claim that, even if the statute produces odd results,
this scheme is the product of a legislative compromise that we
cannot override. The drafters, according to this theory, may have
confronted significant opposition from successors of signatories
who would have faced liability under alternative language. Or
Congress may have been concerned that imposing liability on
successors would create a disincentive for potential purchasers of
coal companies' assets.
If the negotiations were as contentious as respondents imagine
and if the Act excluded direct successors as the product of
horsetrading, then one would expect a response to the statements of
two Senators directly contradicting the terms of that legislative
bargain. Surely those Senators who disagreed with Senators
Rockefeller and Wallop would have said something to set the record
straight. To the contrary, there is no evidence in the legislative
history of such a compromise. Respondents and amici do not cite any
evidence supporting this version of events, nor could respond-
469
ents' counsel when asked specifically during oral argument. Tr.
of Oral Arg. 33-35.
The total absence of any suggestion in the legislative history
that the Senators had misdescribed the coverage of the Act is
itself significant. See Harrison v. PPG Industries, Inc.,
446 U. S. 578, 602 (1980)
(REHNQUIST, J., dissenting) ("In a case where the construction of
legislative language ... makes so sweeping and so relatively
unorthodox a change ... , I think judges as well as detectives may
take into consideration the fact that a watchdog did not bark in
the night"); Green v. Bock Laundry Machine Co.,
490 U. S. 504, 527 (1989)
(SCALIA, J., concurring in judgment) (when confronted with
statutory language that produces an absurd result, it is
appropriate "to observe that counsel have not provided, nor have we
discovered, a shred of evidence that anyone has ever proposed or
assumed such a bizarre disposition"). Absent some response
indicating that the Senators mischaracterized the Act, we ought to
construe the statute in light of its clear purpose and thereby
avoid the absurd results that the majority countenances.
Indeed, the Court's cavalier treatment of the explanations of
the statute provided to their colleagues by Senators Rockefeller
and Wallop is disrespectful, not only to those Senators, but to the
entire Senate as well. For, although the Court does not say so
explicitly, it apparently assumes that the Senators were either
dissembling or unable to understand the meaning of the bill that
they were sponsoring. N either assumption is tenable. Much more
likely is the simple explanation that the Senators quite reasonably
thought the term "signatory operator" included successors. This
account is certainly consistent with Congress' instructions in the
Dictionary Act, 1 U. S. C. § 1, that a reference to a corporation
may embrace its successors and assigns even if not expressly
mentioned.
The Coal Act defines a "signatory operator" as "a person which
is or was a signatory to a coal wage agreement." 26
470
u. s. C. § 9701(c)(1) (1994 ed.). The term "person" is not
defined, but according to the Dictionary Act it includes
"corporations, companies, associations, firms, partnerships,
societies, and joint stock companies, as well as individuals." 1 U.
s. C. § 1. And, we know from 1 U. s. C. § 5 that "[t]he word
'company' or 'association', when used in reference to a
corporation, shall be deemed to embrace the words 'successors and
assigns of such company or association', in like manner as if these
last-named words, or words of similar import, were expressed."
Therefore, reading the term "signatory operator" to encompass
direct successors is compatible with the default rules that
Congress provided for interpreting its statutes. Nor does the
context indicate otherwise, because Congress clearly authorized the
Commissioner to assign retirees to other successors, and extending
liability to this category of successors is consistent with the
purpose of the Act. Cf. Rowland v. California Men's Colony, Unit II
Men's Advisory Council,
506 U. S. 194, 209-211
(1993) (recognizing that even when "contextual features" contradict
the Dictionary Act reading, that interpretation may be appropriate
if it would make little sense to adopt a more literal reading);
Wilson v. Omaha Tribe,
442 U. S. 653, 666
(1979); United States
Three additional considerations support reading the Act to cover
direct successors. First, this reading was consistently endorsed by
the several Commissioners responsible for the administration of the
Act, notwithstanding a change in control of the Executive Branch.4
We have previously attached
4 Although the Social Security Administration has interpreted
the meaning of "successor" differently over time (i. e., taking
different positions as to whether an asset purchaser qualifies as a
successor), it has consistently taken the position that a direct
successor can be assigned responsibility for a signatory's
employees. See Provisions Relating to the Health Benefits of
Retired Coal Miners: Hearing before the House Committee on Ways and
Means, 103d Cong., 1st Sess., 24-25 (1993) (statement of
then-Acting Commissioner Lawrence H. Thompson) (explaining that
miners can be
471
significance to the fact that after "a new administration took
office" an agency concluded that a statutory "term should be given
the same definition" as before. Chevron U. S. A. Inc. v. Natural
Resources Defense Council, Inc.,
467 U. S. 837, 857-858
(1984).
Second, it is consistent with the Court's treatment of
successorship issues in other labor cases, in which we have
required successors to bargain with a union certified under a
predecessor, see Fall River Dyeing & Finishing Corp. v. NLRB,
482 U. S. 27, 41
(1987), to assume liability for reinstatement and backpay as a
result of a predecessor's unfair labor practice, see Golden State
Bottling Co. v. NLRB,
414 U. S. 168, 181-185
(1973), and to arbitrate disputes as provided in a predecessor's
collective-bargaining agreement, see John Wiley & Sons, Inc. v.
Livingston,
376 U. S.
543, 548 (1964).
Finally, we should avoid adopting an interpretation of the
statute that recreates the same difficulties that beset the NBCWAs
and that Congress explicitly sought to avoid. The immediate
consequence of the Court's reading is that 86 retired miners will
now be unassigned; therefore, their health care expenses will be
borne by the remaining signatory operators and their related
persons. Assuming there are other retired miners in the same
category, today's decision will result in more "orphaned" miners
who will draw from the combined fund. To the extent that the cost
for their health benefits will be passed along to the other
signatory operators, the Court's holding creates an added incentive
for the re-
assigned to "the last active signatory operator (or its
successor, if the operator is out of business) for whom the miner
worked"); Letter to SSA Southeastern Program Service Center (Aug.
8, 1994), App. 110-111 ("[S]uccessors or successors in interest are
treated for assignment purposes as if there had been no change of
ownership"); Supplemental Coal Act Review Instructions No.4 (July
1995), App. to Pet. for Cert. 86a ("[T]he Coal Act does permit
assignments to 'successors' and 'successorsin-interest' to defunct
(inactive) signatory operators").
472
mammg signatories to avoid their obligations under the
agreements. The result is effectively the same downward spiral that
doomed the NBCWAs.5 Eastern, 524 U. S., at 51lo
In my judgment the holding in this case is the product of a
misguided approach to issues of statutory construction. The text of
the statute provides us with evidence that is usually sufficient to
disclose the intent of the enacting Congress, but that is not
always the case. There are occasions when an exclusive focus on
text seems to convey an incoherent message, but other reliable
evidence clarifies the statute and avoids the apparent incoherence.
In such a case-and this is one-we should never permit a narrow
focus on text to obscure a commonsense appraisal of that additional
evidence.
I respectfully dissent.
5 For the first three years of the Act, the health care costs
for orphaned miners are shared among the signatories. Starting in
the fourth year, payment is deducted first from interest earned on
the Department of Interior's Abandoned Mine Reclamation Fund (AML),
26 U. S. C. § 9705(b) (1994 ed.). If those funds are exhausted or
unavailable, then the costs are shared by the remaining
signatories. While the availability of the interest transfers may
delay another financial crisis, it should be noted that the AML
funds are earmarked for other purposes. See 30 U. S. C. § 1232(g)
(1994 ed.); CRS Report, Coal Industry: Use of Abandoned Mine
Reclamation Fund Monies for UMWA "Orphan Retiree" Health Benefits,
138 Congo Rec. 34004, 34006 (1992) ("First priority goes to mining
abandonments that could present imminent danger to public health
and safety .... Any remaining AML funds are designated to eliminate
environmental hazards"). Moreover, given the high cost of health
care for retired miners, and the likely diminution of the fund's
interest earning capacity, see
id., at 3400634007, the
interest may not last for long.
Comments
Be the first to comment
Leave a Comment