benefit obligations for the three Fat's drivers at an end, Gerber sent the Funds a letter on May 11, 1984, advising them that Roarty had withdrawn from the union and that Gerber Truck was canceling all obligations to the Funds effective April 29, 1984.


8
Upon auditing Gerber Truck and discovering that it employed more than the three drivers, the Funds opened health and pension benefit accounts for all of Gerber Truck's employees hired since February 4, 1981.  The Funds sued Gerber Truck in July 1984 seeking benefit contributions for all of its employees--helpers and mechanics as well as drivers.  After the Funds filed suit, Gerber Truck again notified the Funds, on November 5, 1984, that it was terminating any alleged obligations.  On this date, Gerber TruckParticipation Agreement were executed only to ensure continued benefit coverage for the three Fat's employees.  The district court also concluded that Gerber orally rejected a new agreement on August 15, 1982, resulting in the termination of the 1979-1982 Agreement on October 15, 1982.  This termination, according to the district court, ended Gerber Truck's obligation to make payments to the Funds on behalf of the Fat's three.  The court ordered Gerber Truck to pay to the Funds certain unpaid contributions together with accrued interest and attorney's fees.  The court did not, however, assess liquidated damages or other penalties against Gerber Truck, because it found that a legitimate dispute existed with respect to Gerber Truck's benefit coverage liability.

II.

11
On appeal, the Funds argue first that, contrary to