Rr Maintenance Indus Health Welfare Fund V Clinton Mahoney
In the
United States Court of Appeals
For the Seventh Circuit
____________________
Nos. 24-2704 & 24-2817
RAILROAD MAINTENANCE AND INDUSTRIAL HEALTH AND
WELFARE FUND,
Plaintiff-Appellee,
v.
CLINTON MAHONEY,
Defendant-Appellant.
____________________
Appeals from the United States District Court for the
Central District of Illinois.
No. 19-cv-3214 — Colleen R. Lawless, Judge.
____________________
ARGUED MAY 22, 2025 — DECIDED JULY 17, 2025
____________________
Before EASTERBROOK, ST. EVE, and KIRSCH, Circuit Judges.
KIRSCH, Circuit Judge. Clinton Mahoney was the sole mem-
ber and manager of Mahoney & Associates, LLC. In that role,
he signed an agreement obligating the company to contribute
to the Railroad Maintenance and Industrial Health and Wel-
fare Fund, an employee benefit fund. When the Fund was un-
able to collect delinquent contributions from Mahoney & As-
sociates, it brought this suit against Mahoney in his personal
2 Nos. 24-2704 & 24-2817
capacity. The Fund claimed that a personal liability clause in
the agreement conclusively established that Mahoney had
agreed to be personally bound. The district court granted
summary judgment to the Fund. We reverse. While the per-
sonal liability clause is evidence that Mahoney intended to be
personally bound, the fact that he signed the agreement in a
representative capacity evinces a contrary intent. That is not a
dispute we can resolve at summary judgment.
I
The Railroad Maintenance and Industrial Health and Wel-
fare Fund is an employee benefit fund governed by the Em-
ployee Retirement Income Security Act of 1974 (ERISA), 29
U.S.C. § 1001 et seq. The Fund is administered pursuant to a
trust agreement, and participating employers make contribu-
tions to the Fund in accordance with the terms of their collec-
tive bargaining agreements. Mahoney & Associates, LLC, was
one such employer. In a one page memorandum of agreement
with the International Union of Operating Engineers, Local
150, Mahoney & Associates agreed to be bound by the terms
of the Union’s collective bargaining agreement and the
Fund’s trust agreement.
In two prior suits, the Fund attempted to collect unpaid
contributions from Mahoney & Associates. But after encoun-
tering little success (and because the company had since been
dissolved), the Fund brought this suit against Clinton Ma-
honey personally (as well as other defendants not relevant on
appeal). Mahoney was the sole member and manager of Ma-
honey & Associates, and he signed the memorandum of
agreement on behalf of the company. Although he did not
sign the memorandum in his personal capacity, the trust
agreement provided that officers and directors of Mahoney &
Nos. 24-2704 & 24-2817 3
Associates “shall be personally liable for any underpayment
or other pecuniary loss to the Fund” resulting from a willful
violation of any requirement in the trust agreement.
Both parties moved for summary judgment, contending
that there was not a genuine dispute concerning Mahoney’s
intent (or lack thereof) to be personally bound by the terms of
the trust agreement. Relying on the personal liability clause in
the trust agreement, the district court granted summary judg-
ment to the Fund. The court also awarded the Fund attorneys’
fees based on another provision of the trust agreement. Ma-
honey appealed.
II
A
Before turning to the merits, we address the Fund’s argu-
ment that Mahoney’s appeal is untimely. Mahoney first filed
a notice of appeal on September 26, 2024, more than 30 days
after the district court initially entered judgment on July 31.
See 28 U.S.C. § 2107(a); Fed. R. App. P. 4(a)(1)(A). However,
the initial judgment did not comply with Federal Rule of Civil
Procedure 58 because it failed to specify the relief to which the
Fund was entitled. See Hyland v. Liberty Mut. Fire Ins., 885 F.3d
482, 483 (7th Cir. 2018) (“Judgments under Fed. R. Civ. P. 58
must provide the relief to which the prevailing party is enti-
tled.”). Mahoney did not need to file a notice of appeal until
the district court entered a judgment complying with Rule 58.
Bankers Tr. Co. v. Mallis, 435 U.S. 381, 385–86 (1978); see also
Fed. R. Civ. P. 58(c)(2).
The district court did not enter such a judgment until Oc-
tober 11, after Mahoney’s first notice of appeal. But this atyp-
ical sequence is not an issue either. Parties seeking an appeal
4 Nos. 24-2704 & 24-2817
can waive the procedural formalities of Rule 58 so long as the
district court has rendered a final decision. Hyland, 885 F.3d
at 484 (citing Bankers Tr., 435 U.S. 381); see also 28 U.S.C.
§ 1291. The district court did so here on August 30 when it en-
tered a text order specifying the monetary relief the Fund was
entitled to and instructing the clerk to correct the judgment.
At that point, there was nothing left for the district court to
do, so its decision was final and appealable. See Bankers Tr.,
435 U.S. at 387–88.
Moreover, Mahoney erased any doubt about the timeli-
ness of his appeal by filing a second notice of appeal the same
day the corrected judgment was entered on the docket. Ma-
honey’s appeal is timely, so we proceed to the merits of the
parties’ dispute.
B
We review a district court’s decision to grant summary
judgment de novo. Waukegan Potawatomi Casino, LLC v. City of
Waukegan, 128 F.4th 871, 876 (7th Cir. 2025). Summary judg-
ment is warranted if there is no genuine dispute of material
fact and the movant is entitled to judgment as a matter of law.
Fed. R. Civ. P. 56(a). For the reasons set forth below, there is a
genuine dispute concerning Mahoney’s intent to be person-
ally bound by the terms of the trust agreement.
We begin by noting that the Fund’s claim against Ma-
honey arises under federal law, even though the Fund
pleaded it as a state law claim. ERISA, 29 U.S.C. §§ 1132 &
1144(a), and the Labor Management Relations Act (LMRA), 29
U.S.C. § 185(a), completely preempt state law on matters re-
lated to employee benefit plans and collective bargaining
agreements. See, e.g., Beneficial Nat’l Bank v. Anderson, 539 U.S.
Nos. 24-2704 & 24-2817 5
1, 6–8 (2003). “When [a] federal statute completely pre-empts
the state-law cause of action, a claim which comes within the
scope of that cause of action, even if pleaded in terms of state
law, is in reality based on federal law.” Id. at 8. That is the case
here. The Fund is an employee benefit plan governed by
ERISA and is seeking to recover delinquent contributions,
along with ancillary fees and penalties, that it says Mahoney
owes under the terms of the collective bargaining and trust
agreements. Such a claim arises under federal law. See, e.g.,
McCleskey v. CWG Plastering, LLC, 897 F.3d 899, 901–03 (7th
Cir. 2018).
But because “ERISA does not contain a body of law gov-
erning contract interpretation,” the statute cannot supply the
rule of decision in this case. Sullivan v. Cox, 78 F.3d 322, 326
(7th Cir. 1996). Instead, we must “fashion federal common
law,” consulting state law “when consistent with the policies
underlying ERISA.” Id.; see also Textile Workers Union of Am.
v. Lincoln Mills of Ala., 353 U.S. 448, 457 (1957) (“[S]tate law, if
compatible with the purpose of [federal law], may be resorted
to in order to find the rule that will best effectuate the federal
policy.”). It is not so clear, though, whether we should draw
on a specific state’s law (here, Illinois) or general principles of
contract law.
In Sullivan, we faced a similar question to the one pre-
sented here: whether an employer’s signature on certain doc-
uments made him personally responsible for delinquent con-
tributions to an ERISA benefit plan. 78 F.3d at 324. There, we
decided as a matter of federal common law to look to Illinois
law for the rule of decision. Id. at 326. We reasoned that be-
cause the relevant ERISA section “applies only to employers
with contractual obligations that preexist (or exist
6 Nos. 24-2704 & 24-2817
notwithstanding) ERISA[,] … the statute presumes another
body of law will govern those contractual obligations in the
absence of ERISA,” and we looked to Illinois to provide that
body of law. Id. Our sister circuits have taken similar ap-
proaches. See Cement & Concrete Workers Dist. Council Welfare
Fund, Pension Fund, Legal Servs. Fund & Annuity Fund v. Lollo,
35 F.3d 29, 35–37 (2d Cir. 1994) (applying New York law to
determine personal liability under the LMRA); Rockney v.
Blohorn, 877 F.2d 637, 643 (8th Cir. 1989) (”[A]ppropriate state
contract law should apply ….”). However, the Supreme
Court, considering a different cause of action under ERISA,
has instead consulted general principles of state law. Firestone
Tire & Rubber Co. v. Bruch, 489 U.S. 101, 110–12 (1989) (turning
to general principles of trust law and consulting the Restate-
ment (Second) of Trusts); see also Pilot Life Ins. v. Dedeaux, 481
U.S. 41, 56 (1987). In Mahoney’s case, though, either approach
leads to the same result.
Under Illinois law, an agent is not personally bound by an
agreement he signs in a representative capacity “absent evi-
dence of contrary intent in the document.” Wottowa Ins.
Agency, Inc. v. Bock, 472 N.E.2d 411, 413 (Ill. 1984). If there is
such evidence, then “an issue of fact as to the agent’s intent
arises, an issue for the jury to determine.” Id. (discussing with
approval the rule from Knightsbridge Realty Partners, Ltd-75 v.
Pace, 427 N.E.2d 815 (Ill. App. Ct. 1981)). Here, the Fund con-
cedes Mahoney signed the memorandum in his representa-
tive capacity, which indicates that he did not intend to be per-
sonally bound by the agreement. But the personal liability
clause in the trust agreement evinces a contrary intent. Ac-
cordingly, there is a genuine issue of material fact as to Ma-
honey’s intent to be personally bound, one that cannot be re-
solved at summary judgment.
Nos. 24-2704 & 24-2817 7
In holding otherwise, the district court relied on Railway
Express Agency, Inc. v. Greenberg, No. 92 C 6383, 1995 WL
753908 (N.D. Ill. Dec. 8, 1995). The court in Greenberg recog-
nized the general rule that an issue of fact arises when the lan-
guage of the document conflicts with the representation made
by the agent’s signature, but it distinguished Bock as involv-
ing a document that contained a single obligation purporting
to bind a single entity. Id. at *5. When that is the case, the court
reasoned, there is ambiguity concerning which entity is
bound: the principal or the agent. Id. But the court concluded
that there was not a similar ambiguity where, like in Green-
berg, the document contains two obligations, one binding the
principal and one binding the agent, such that the agent “is,
by his signature, creating obligations both for [the] principal
and for himself.” Id.
Illinois appellate courts have not drawn the same distinc-
tion the district court did in Greenberg. See, e.g., Cent. States,
Se. & Sw. Areas, Health & Welfare Fund v. Pitman, 383 N.E.2d
793, 794–95 (Ill. App. Ct. 1978); Knightsbridge, 427 N.E.2d at
817, 819; Yellow Book Sales & Distrib. Co. v. Feldman, 2012 IL
App (1st) 120069, ¶¶ 3–7, 38–47. For example, the promissory
note in Pitman also contained two obligations, one binding
G. R. Pitman Trucking Co. and one binding its president, Pit-
man, “as an individual.” 383 N.E.2d at 794. The court held that
there was a triable issue of fact as to whether the parties in-
tended for Pitman to be personally liable because he had only
signed the note in his representative capacity. Id. at 795. Sim-
ilarly, the purchase agreement in Knightsbridge contained two
obligations, one binding Elmore Medical Building, Ltd., and
one binding its president, Pace, in his personal capacity. 427
N.E.2d at 817. Citing Pitman, the Knightsbridge court held that
there was a genuine issue of fact regarding whether Pace
8 Nos. 24-2704 & 24-2817
intended to be personally bound given that he only signed the
agreement in a representative capacity. Id. at 819.
On questions of state law, the “decisions of the Illinois Ap-
pellate Courts control, unless there are persuasive indications
that the Illinois Supreme Court would decide the issue differ-
ently.” Nationwide Agribusiness Ins. v. Dugan, 810 F.3d 446, 450
(7th Cir. 2015). No such indications exist here. In fact, the Illi-
nois Supreme Court favorably cited Knightsbridge in its opin-
ion in Bock. 472 N.E.2d at 413. So, looking to Illinois state law
for the rule of decision, we find a genuine issue of material
fact as to Mahoney’s intent to be personally bound.
If instead we draw on general principles of contract law,
we arrive at the same conclusion. Illinois law is consistent
with the Restatement (Third) of Agency, which provides:
“When an agent [here, Mahoney] acting with actual or appar-
ent authority makes a contract on behalf of a disclosed princi-
pal [Mahoney & Associates], … the agent is not a party to the
contract unless the agent and third party [the Fund] agree oth-
erwise.” Restatement (Third) of Agency § 6.01 (2006). Com-
ment (d) to the Restatement explains that “[a]n agent is not a
party to a contract if any portion of the parties’ writing makes
clear that the agent acts solely in a representative capacity on
behalf of a disclosed principal.” Id. cmt. (d)(1). Recall that in
this case the Fund concedes Mahoney signed the memoran-
dum in his representative capacity. But on the other hand,
“[i]f a contract names both the principal and the agent, in the
absence of a manifestation to the contrary the agent is not a
party to the contract if the contract indicates that the agent is
named only as agent.” Id. Here, of course, the personal liabil-
ity clause is a manifestation to the contrary, or, in the conso-
nant words of the Illinois Supreme Court, “evidence of
Nos. 24-2704 & 24-2817 9
contrary intent.” Bock, 472 N.E.2d at 413. Further, a Restate-
ment note emphasizes the ambiguity that the personal liabil-
ity clause creates: “[a] contract may be ambiguous when an
officer is designated in an individual capacity but the officer
signs the contract in an expressly representative capacity.”
Restatement (Third) of Agency § 6.01 n.(c)(2). So under gen-
eral principles of contract law, too, a genuine dispute of ma-
terial fact remains.
Next, Mahoney argues that his laches defense entitles him
to summary judgment. Laches is an equitable doctrine that
cuts off the right to sue when a plaintiff’s unreasonable delay
in pursuing his claim prejudices the defendant. Teamsters &
Emps. Welfare Tr. of Ill. v. Gorman Bros. Ready Mix, 283 F.3d 877,
880 (7th Cir. 2002). Traditionally, the doctrine applied to suits
in equity that were not subject to a statute of limitations. Id.;
Petrella v. Metro-Goldwyn-Mayer, Inc., 572 U.S. 663, 678 (2014).
It isn’t usually a defense to suits seeking legal relief that are
brought within the applicable statute of limitations. Petrella,
572 U.S. at 678; see also Operating Eng’rs Loc. 324 Health Care
Plan v. G & W Constr. Co., 783 F.3d 1045, 1053–55 (6th Cir.
2015) (refusing to permit a laches defense to a suit seeking de-
linquent contributions under ERISA because it was brought
within the applicable statute of limitations).
While it is true that neither ERISA nor the LMRA contains
a statute of limitations for suits seeking delinquent contribu-
tions, we have looked to state law to supply the applicable
limitations period when not inconsistent with federal inter-
ests. Cent. States, Se. & Sw. Areas Pension Fund v. Jordan, 873
F.2d 149, 152–54 (7th Cir. 1989). Assuming that state law
should supply the applicable limitations period in this case,
that would suggest we should also look to state law to supply
10 Nos. 24-2704 & 24-2817
“all related doctrines of tolling and laches.” Gorman Bros.
Ready Mix, 283 F.3d at 885–86 (Easterbrook, J., concurring in
the judgment). And Illinois courts do not permit a laches de-
fense to suits seeking damages for breach of contract. Gen.
Auto Serv. Station, LLC v. Garrett, 2016 IL App (1st) 151924,
¶¶ 17–18; see also Bugher v. Freightner, 722 F.2d 1356, 1358 (7th
Cir. 1983) (likening suits seeking delinquent contributions un-
der the LMRA to suits seeking damages for breach of con-
tract); but see Bugher, 722 F.2d at 1358–59 (recognizing that
some suits under ERISA are equitable in nature).
However, we need not resolve these issues here because
Mahoney has waived his laches defense. Despite the district
court’s skepticism that laches applies to this suit, on appeal
Mahoney has not addressed any of the complications his de-
fense raises. Though he argues laches in broad strokes—con-
tending that the Fund delayed unreasonably, causing him
prejudice—he elides all nuance, failing to discuss the law ver-
sus equity and statute of limitations issues. See Schaefer v. Uni-
versal Scaffolding & Equip., LLC, 839 F.3d 599, 607 (7th Cir.
2016) (“Perfunctory and undeveloped arguments are waived,
as are arguments unsupported by legal authority.”).
Finally, after the district court granted summary judgment
to the Fund, the court awarded it attorneys’ fees pursuant to
another provision of the trust agreement. Because we are re-
versing the grant of summary judgment, we also vacate the
award of attorneys’ fees.
REVERSED IN PART, VACATED IN PART, AND REMANDED