Vendura, Jr. v. Boxer, et al

Filing

OPINION issued by Juan R. Torruella, Appellate Judge; Kermit V. Lipez, Appellate Judge and David J. Barron, Appellate Judge. Published. [15-2387]

Case: 15-2387

Document: 00117103268

Page: 1

Date Filed: 01/11/2017

Entry ID: 6060999

United States Court of Appeals
For the First Circuit
No. 15-2387
GEORGE J. VENDURA, JR.,
Plaintiff, Appellant,
v.
JONATHAN BOXER; NORTHROP GRUMMAN CORPORATION; NORTHROP GRUMMAN
SPACE & MISSION SYSTEMS CORP. SALARIED PENSION PLAN; KEN
BEDINGFIELD; MICHAEL HARDESTY; NORTHROP GRUMMAN SPACE & MISSION
SYSTEMS CORP. SALARIED PENSION PLAN ADMINISTRATIVE COMMITTEE;
NORTHROP GRUMMAN AEROSPACE SECTOR; TIFFANY MCCONNELL; NORTHROP
GRUMMAN SPACE & MISSION SYSTEMS CORP.; DENISE PEPPARD,
Defendants, Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETTS
[Hon. William G. Young, U.S. District Judge]

Before
Torruella, Lipez, and Barron,
Circuit Judges.

Stephen D. Rosenberg, with whom Caroline Fiore and The
Wagner Law Group were on brief, for appellant.
Brian D. Netter, with whom Nancy G. Ross and Mayer Brown
LLP were on brief, for appellees.

January 11, 2017

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Document: 00117103268

Page: 2

Barron, Circuit Judge.

Date Filed: 01/11/2017

Entry ID: 6060999

This appeal involves a suit

for pension benefits that George Vendura brings against Northrop
Grumman Corp. ("Northrop") and a number of related entities and
individuals.1

The key point of contention concerns the number of

"years of benefit service" that should be credited to Vendura in
calculating his pension benefits under his pension plan.

We

affirm

to

the

judgment

below,

which

grants

summary

judgment

defendants.
I.
Vendura was hired by TRW Inc. ("TRW") in 1993 and
became a participant in the TRW Salaried Pension Plan ("TRW
Plan").

After Vendura worked for TRW for seven years, he went

on medical leave in June of 2000, in consequence of work-related
injuries that he had suffered much earlier.
Vendura

received

benefits.

Social

Security

and

During this leave,

long-term

disability

Vendura also applied for and, he contends, received

workers' compensation benefits during this time.
In 2002, Northrop acquired TRW and renamed the company
Northrup

Grumman

Space

and

Mission

1

Systems

Corp.

("NGSMSC").

In particular, Vendura brought suit against ten
corporate and individual defendants: Northrop Grumman Corp.,
Northrop Grumman Aerospace Sector, Northrop Grumman Space &
Mission Systems Corp., Northrop Grumman Space & Mission Systems
Corp. Salaried Pension Plan, Northrop Grumman Space & Mission
Systems Corp. Salaried Pension Plan Administrative Committee,
Jonathan Boxer, Ken Bedingfield, Michael Hardesty, Tiffany
Mcconnell, and Denise Peppard.
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thereafter,

employment.
off,

and,

NGSMSC

Page: 3

Date Filed: 01/11/2017

attempted

to

Entry ID: 6060999

terminate

Vendura's

Vendura, however, challenged the attempt to lay him
in

2003,

Vendura

and

NGSMSC

signed

a

settlement

agreement that kept Vendura on board at NGSMSC.
The settlement agreement provided that Vendura would
remain an "employee" of NGSMSC and "receive all benefits and
rights to which he is entitled pursuant to all benefit plans for
which

he

is

eligible."

The

settlement

agreement

further

provided that Vendura would cease to be a NGSMSC employee only
when one of several specific conditions came to pass.

One of

those conditions was that "Vendura's LTD [long-term disability]
status ends."
Because

this

benefits

rather

than

agreement

matters

pension plan.

case

concerns

a

dispute

employment,

however,

insofar

it

only

as

over

the

relates

to

pension

settlement
Vendura's

And, the relevant pension plan is the NGSMSC

Salaried Pension Plan ("NGSMSC Plan"), which, for former TRW
employees like Vendura, incorporated the eligibility criteria
set forth in the TRW Plan.
The

TRW

Plan

provides

that

pension

benefits

for

participants, like Vendura, are to be calculated on the basis of
the participant's "Years of Benefit Service."

Section 2.2 of

the TRW Plan, in subsection (a), makes clear that such years
include ones in which a participant receives compensation "for
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the

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performance

of

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Date Filed: 01/11/2017

services."

But,

in

the

Entry ID: 6060999

subsequent

subsections of Section 2.2, the TRW Plan allows participants to
accrue years of benefit service even for periods of time in
which

the

absence

participant

is

for

a

is

reason

absent
that

from

is

work,

so

long

specified

in

one

as
of

that
those

follow-on subsections in Section 2.2.
Only
here:

two

subsections

of
(b)

the

follow-on

and

(c).

subsections
Until

are

1999,

relevant

these

two

subsections read as follows:
(b) absence without pay from work because of
injury or occupational disease received in
the course of his employment with the
Controlled Group and for which he receives
Workers' Compensation disability benefits;
provided, however, that service credit shall
be limited to a maximum of twelve months
unless
the
Participant
has
met
the
eligibility requirements for receiving long
term disability benefits (whether or not he
actually receives such benefits);
(c) absence without pay from
disability and for which he
receive long-term disability
any plan maintained by a
Controlled Group[.]

work due to a
is entitled to
benefits under
member of the

Effective January 1, 1999, however, the TRW Plan was
amended by, among other things, changing subsection (c).
amendment, subsection (c) reads as follows:
(c) absence without pay from
disability and for which he
receive long-term disability
any plan maintained by a
Controlled Group, provided,
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work due to a
is entitled to
benefits under
member of the
however, with

Post-

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Entry ID: 6060999

respect to an absence from work beginning on
or after January 1, 2000 as a result of
disability, (i) no more than sixty months of
Benefit Service will be credited under this
Section 2.2(c) for a Participant with five
or more years of Vesting Service and (ii) no
more than twelve months of Benefit Service
will be credited under this Section 2.2(c)
for a Participant with less than five years
of Vesting Service at the time such absence
from work commences.
(emphasis added to highlight the newly added language).
The proper interpretation of these subsections became
a subject of controversy after Vendura's long-term disability
insurer

informed

Vendura

--

in

October

of

2012 --

that

his

eligibility for long-term disability benefits would expire in
February of 2013.

Vendura did not dispute that his long-term

disability benefits would expire at that time, or that, per the
settlement agreement, his employment with NGSMSC would thus come
to an end.
benefits

For that reason, Vendura inquired about his pension

and

received

a

"retirement

kit"

from

the

Northrop

Grumman Benefits Center.2
In April of 2013, Vendura filed a claim for pension
benefits
Plan.

with

the

"Administrative

Under

the

documents

Committee"

comprising

the

for
NGSMSC

the

NGSMSC

Plan,

the

Administrative Committee "is the 'plan administrator' under" the
Employee Retirement Income Security Act of 1974 ("ERISA"), 29
2

More precisely, Vendura received two retirement kits:
one that would have allowed him to elect a lump-sum distribution
of his pension, and a second that did not grant him that option.
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U.S.C.

Document: 00117103268

§

1001

et

seq.,

Page: 6

and

Date Filed: 01/11/2017

possesses

the

"full

Entry ID: 6060999

and

sole

discretionary authority to interpret all plan documents and to
make all interpretive and factual determinations as to whether
any individual is entitled to receive any benefit and the amount
of such benefit under the terms of the Plan."
In

making

his

pension

benefits

claim

to

the

Administrative Committee, Vendura argued that he is entitled to
twenty years of benefit service under the settlement agreement.
Vendura also argued that, even independent of the settlement
agreement,
benefit

he

is

service

Section 2.2.

entitled

under

the

to

that

plain

same

terms

number

of

of

years

subsection

(b)

of
of

Finally, Vendura argued that he is entitled to

elect a lump-sum distribution of his pension.
The

Administrative

Committee

rejected

Vendura's

arguments in letters sent to him in May and June of 2013.

The

letters informed Vendura that he was eligible for a pension
reflecting only twelve years of benefit service and not the
twenty years of benefit service that Vendura contended that he
had accrued.

The letters also rejected Vendura's contention

that Vendura was entitled to elect a lump-sum distribution of
his pension.
The
Vendura's

years

determinations.

Administrative
of

benefit

Committee's
service

calculation

reflected

the

of

following

The Administrative Committee concluded that the
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Entry ID: 6060999

settlement agreement does not provide for accrual of benefit
service
itself.

beyond

the

right

of

accrual

under

the

NGSMSC

Plan

The Administrative Committee further found that, under

the NGSMSC Plan, by virtue of Section 2.2 of the TRW Plan that
it incorporates, Vendura was entitled only to five years of
benefit service for the thirteen years in which he was both
absent from work due to his disability and for which he was
eligible for long-term disability benefits.

The Administrative

Committee based that determination on the amended version of
subsection

(c)

of

Section

2.2,

which

the

Administrative

Committee concluded barred a participant from accruing more than
sixty

months

eligibility

of
for

benefit

service

long-term

based

on

disability

the

participant's

benefits.

The

Administrative Committee therefore credited Vendura with only
twelve years of benefit service, based on the five years of
benefit service that he accrued during his absence from work and
the

seven

years

of

benefit

service

that

he

accrued

under

subsection (a) of Section 2.2 during his employment with TRW and
before his disability-based absence began.
Vendura appealed the decision to the Administrative
Committee,

which

issued

its

final

decision

denying

Vendura's

appeal with respect to each of these issues on December 19,
2013.

So, in 2014, Vendura filed an eight-count complaint in

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the

Document: 00117103268

United

States

Page: 8

District

Date Filed: 01/11/2017

Court

for

the

Entry ID: 6060999

District

of

Massachusetts against the defendants.
The main issue on appeal arises under ERISA, which
permits a pension plan participant to bring a civil action "to
recover benefits due to him under the terms of his plan, to
enforce his rights under the terms of the plan, or to clarify
his rights to future benefits under the terms of the plan."
U.S.C. § 1132(a)(1)(B).

29

Vendura invokes this provision of ERISA

in his complaint in requesting that the District Court compel
defendants to fulfill their obligations under the NGSMSC Plan.
Vendura also brings a separate state law claim, in which he
argues that defendants are in breach of their obligations under
the

settlement

agreement,

given

what

he

contends

is

the

agreement's relationship to his rights under his pension plan.
After the defendants moved for summary judgment, the
District Court granted the motion.

The District Court ruled

that the settlement agreement alone did not provide Vendura any
right to accrue years of benefit service beyond those to which
he would otherwise have been entitled.

The District Court also

ruled that the Administrative Committee's interpretation of the
NGSMSC Plan, under which the sixty-month cap on the accrual of
years of benefit service that subsection (c) sets forth applies
to Vendura, was not arbitrary and capricious.

And, on that

basis, the District Court ruled that Vendura was not entitled to
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pension benefits calculated based on his having accrued twenty
years of benefit service.

Finally, the District Court ruled

that, in light of its finding with respect to the number of
years of benefit service to which Vendura was entitled, Vendura
also was not entitled to elect a lump-sum distribution of his
pension.
This

timely

appeal

of

the

summary

judgment

order

followed.
II.
We start with Vendura's claim based on the settlement
agreement.

He

argues

that

because

the

settlement

agreement

makes clear that Vendura remained an employee of NGSMSC until
his eligibility for long-term disability benefits expired, it
necessarily also entitled him to continue to accrue years of
benefit service for pension purposes up until that point in
time.

And, for that reason, Vendura contends he is entitled to

the full twenty years of benefit service under the settlement
agreement.
The District Court, like the Administrative Committee,
rejected

this

interpretation

argument.
of

the

We

review

settlement

the

agreement

District
de

novo.

Court's
See

OfficeMax, Inc. v. Levesque, 658 F.3d 94, 97 (1st Cir. 2011)
("Contract interpretation . . . is a 'question of law' that is
reviewed de novo."); see also Hannington v. Sun Life and Health
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Ins.

Document: 00117103268

Co.,

711

F.3d

Page: 10

226,

230

(1st

material" is reviewed de novo).
conclude

that

Vendura's

Date Filed: 01/11/2017

Cir.

2013)

Entry ID: 6060999

("extra-plan

And, on de novo review, we

interpretation

of

the

settlement

agreement is without merit.
Vendura is right that, under the settlement agreement,
he remained an employee of NGSMSC until his eligibility for
long-term disability benefits expired.

And he is right that his

eligibility for those benefits did not expire until February of
2013.

But the settlement agreement merely provides that Vendura

is entitled to "all benefits and rights to which he is entitled
pursuant to all benefit plans for which he is eligible."
by

its

terms,

the

settlement

agreement

just

Thus,

provides

that

Vendura retains the status of an employee and is entitled to
receive whatever pension benefits under the NGSMSC Plan that he
would otherwise be entitled to by virtue of being an employee.
For this reason, the settlement agreement does not help Vendura.
It merely directs us to examine those provisions of the NGSMSC
Plan, including those provisions of the TRW Plan that the NGSMSC
Plan incorporates, which bear on Vendura's right to accrue years
of benefit service.

And so we now turn to those provisions.
III.

As
Administrative

we

have

Committee

noted,
with

apply the relevant provisions.

the
the

NGSMSC

authority

Plan
to

vests

interpret

the
and

As a result, and in accord with

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the

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requirements

of

Page: 11

ERISA,

Date Filed: 01/11/2017

we

review

the

Entry ID: 6060999

Administrative

Committee's interpretations under the deferential arbitrary and
capricious standard, which is "functionally equivalent to the
abuse of discretion standard."

Wright v. R.R. Donnelley & Sons

Co. Grp. Benefits Plan, 402 F.3d 67, 74 n.3 (1st Cir. 2005).
And, under that standard, we must defer to plan administrators
when

they

"reasonably"

construe

ambiguous

plan

terms.

See,

e.g., Kolling v. Am. Power Conversion Corp., 347 F.3d 11, 14
(1st Cir. 2003).
A.
In

assessing

the

Administrative

Committee's

interpretation, it helps first to understand Vendura's proposed
interpretation.
Plan,

Vendura

service

Under subsection (a) of Section 2.2 of the TRW
unquestionably

because

he

was

accrued

compensated

services to TRW for seven years.

seven
for

years

his

of

benefit

performance

of

But, he readily concedes, due

to the disability that he suffered from on-the-job injuries and
the extended absence from work that resulted, he was not in
compliance with that condition thereafter.
Vendura contends, however, that he was in compliance
with the condition for accruing years of benefit service set
forth in the very next subsection of Section 2.2 -- subsection
(b)

--

because

he

contends

that

he

received

workers'

compensation benefits due to his disability after he was no
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longer able to work.3

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Entry ID: 6060999

He thus argues that he falls within the

first half of subsection (b), which provides for the accrual of
benefit service for those participants who are "absen[t] without
pay from work because of injury or occupational disease received
in

the

course

Controlled

of

Group

[the

and

participant's]

for

which

[the

employment

with

participant]

the

receives

Workers' Compensation disability benefits."
But participants who meet the condition specified in
the first half of subsection (b) are, the rest of subsection (b)
makes clear, entitled to accrue only one year of benefit service
on that basis.

And, if that one year is added to the seven

years for which Vendura provided active service to TRW and was
compensated, for which subsection (a) entitled him to accrue
seven years of benefit service, he would be entitled to only a
total of eight years of benefit service.
Vendura

nevertheless

continues

undeterred.

He

explains that the second half of subsection (b) shows that he is
in fact entitled to the extra twelve years of benefit service
that he also contends that he accrued.

Vendura points out that

the second half of subsection (b) provides that "service credit
shall

be

limited

to

a

maximum

of

twelve

months

unless

the

Participant has met the eligibility requirements for receiving
3

As defendants point out, the District Court made no
finding
on
whether
Vendura
in
fact
received
workers'
compensation benefits.
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long

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term

disability

Page: 13

benefits

Date Filed: 01/11/2017

(whether

or

receives such benefits)" (emphasis added).

not

Entry ID: 6060999

he

actually

He also points out

that this highlighted language places no temporal limit on a
participant's right to accrue years of benefit service beyond
the

temporal

long-term
argues

limit

on

disability

that

the

the

participant's

benefits

trailing

eligibility

themselves.

language

in

Vendura
the

for

the

therefore

second

half

of

subsection (b) sets forth a separate entitlement to accrue years
of benefit service based on eligibility for long-term disability
that

is

distinct

from

the

entitlement

to

years

of

benefit

service based on receipt of workers' compensation that is set
forth in the first half of subsection (b).
eligibility

for

long-term

disability

And because his

benefits

did

not

expire

until February of 2013, Vendura contends that subsection (b)
entitles him to accrue years of benefit service for the whole of
that time.
B.
The

Administrative

Committee

counters

Vendura

by

pointing out that subsection (b) is not the only subsection that
addresses

a

participant's

right

to

accrue

years

of

benefit

service on the basis of eligibility for long-term disability
benefits.

In fact, the very next provision in Section 2.2 --

subsection

(c)

--

does

so

as

well.

And

the

Administrative

Committee points to that provision -- and the sixty-month cap on
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the accrual of years of benefit service that it contains -- in
offering its competing interpretation of the trailing language
in

the

second

half

of

subsection

(b)

and

how

that

language

relates to subsection (c).
Specifically, in its June 2013 letter to Vendura, the
Administrative Committee described its view of the relationship
between

subsections

(b)

and

(c),

and

how

they

apply

to

a

participant like Vendura, as follows:
[I]f
a
participant
receives
workers'
compensation
and
long-term
disability
benefits concurrently, his benefit service
is based on the period during which he
received
long-term
disability
benefits
(subject
to
the
60-month
limit
[in
subsection (c)] described above).
In your
case, you received long-term disability
benefits once your leave of absence began in
2000.
As
a
result,
any
workers'
compensation benefits that you received
during the same period are disregarded under
the Plan.
Accordingly, that letter explained, Vendura was subject to the
sixty-month cap on the accrual of years of benefit service in
the

amended

subsection

(c).

And,

Administrative

Committee

elaborated

historically,

"[w]hen

a

in

a

later

further

participant

and

letter,
noted

received

the

that,

workers'

compensation and long-term disability benefits concurrently his
benefit service was always based on the period during which he
received long-term disability benefits."

In that letter, the

Administrative Committee rejected Vendura's contrary contention
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on the ground that subsection (b) did not create a "loophole"
that would override the sixty-month cap imposed by subsection
(c).
Thus, the Administrative Committee rejects Vendura's
view that the second half of subsection (b) confers a standalone right to accrue years of benefit service for as long as a
participant is eligible for long-term disability benefits to a
participant who satisfies the condition set forth in the first
half of subsection (b).

The Administrative Committee instead

reads the second half of subsection (b) merely to set forth a
proviso

that

preserves

the

right

of

a

participant

like

Vendura -- notwithstanding that he may satisfy the condition in
the first half of subsection (b) -- to accrue years of benefit
service

in

accord

with

subsection

(c).

The

Administrative

Committee therefore concluded that the sixty-month cap applies
to Vendura, and that he is entitled to five years of benefit
service beyond the seven years that he accrued under subsection
(a), with the result that he accrued a total of only 12 years of
benefit service.
C.
The

upshot

of

these

dueling

readings

is

that

the

parties agree that subsection (b)'s twelve-month cap does not
apply to Vendura, but disagree as to whether subsection (c)'s
sixty-month cap does.

And so the decisive question on appeal:
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is the Administrative Committee's competing interpretation of
subsections (b) and (c), under which the sixty-month cap does
apply to Vendura, a reasonable one?
"When interpreting the provisions of an ERISA benefit
plan, we use federal substantive law including the 'common-sense
canons of contract interpretation.'"

Rodriguez-Abreu v. Chase

Manhattan Bank, N.A., 986 F.2d 580, 585 (1st Cir. 1993) (quoting
Bellino v. Schlumberger Techs., Inc., 944 F.2d 26, 29 (1st Cir.
1991)).

Here, because the NGSMSC Plan documents provide that

its provisions are to be construed in accordance with California
law,

we

also

look

to

California's

interpretation to guide our analysis.

principles

of

contract

See Tetreault v. Reliance

Standard Life Ins. Co., 769 F.3d 49, 54 (1st Cir. 2014).
Applying this interpretive approach, we must not view
in

isolation

the

trailing

Vendura's argument hinges.

words

in

subsection

(b)

on

which

And when we consider the text and

structure of Section 2.2 as a whole, we find strong signals that
favor

the

Hydraulic

Administrative
Dredging

Co.

v.

Committee's
United

reading.

States,

211

See
U.S.

Bowers

176,

188

(1908) ("To separate the words [of a phrase] from all the other
provisions of the contract, in order to give them . . . meaning,
repugnant to their significance in the contract, would be to
destroy,

and

not

to

sustain

and

enforce,

the

contract

requirements."); see also Hunt v. United Bank & Trust Co., 291
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P. 184, 187 (Cal. 1930) ("[C]ontracts must be construed as a
whole . . . and the intention of the parties is to be collected
from the entire instrument and not detached portions thereof, it
being necessary to consider all of the parts to determine the
meaning of any particular part as well as of the whole.").
First, subsection (b) addresses the accrual of years
of benefit service based on eligibility for long-term disability
benefits only in the course of setting forth an exception to a
limitation

on

the

wholly

distinct

entitlement

that

the

subsection confers -- namely, the right of a participant to
accrue

twelve

months

of

benefit

service

based

on

the

participant's absence from work due to a job-related disability
for

which

that

participant

received

workers'

compensation

benefits. But an exception to a limitation on that entitlement
is

hardly

an

entitlement

to

obvious
accrue

place
years

to

locate

of

the

benefit

wholly

service

eligibility for long-term disability benefits.

distinct
based

on

Subsection (c),

by contrast, is quite direct in providing the entitlement to
accrue years of benefit service on that basis.

It thus is quite

a natural place for such a stand-alone entitlement to appear.
Second, no other provision in Section 2.2 sets forth
an

entitlement

to

accrue

years

of

benefit

service

in

the

backhanded manner posited by Vendura's reading of the last half
of

subsection

(b).

Rather,

just

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like

the

first

half

of

Case: 15-2387

Document: 00117103268

subsection

(b)

and

Page: 18

subsection

Date Filed: 01/11/2017

(c),

every

other

Entry ID: 6060999

provision

in

Section 2.2 sets out the criteria for the entitlement to accrue
years of benefit service in the first sentence of the provision.4
See, e.g., Penncro Assocs., Inc. v. Sprint Spectrum, L.P., 499
F.3d

1151,

different

1155–56
language

(10th
in

Cir.

2007)

proximate

and

("When
similar

a

contract

uses

provisions,

we

commonly understand the provisions to illuminate one another and
assume that the parties' use of different language was intended
to convey different meanings."); Taracorp, Inc. v. NL Indus.,
Inc., 73 F.3d 738, 744 (7th Cir. 1996) ("[W]hen parties to the
same contract use such different language to address parallel
issues . . . it is reasonable to infer that they intend this
language to mean different things.").
Third, unlike the trailing language of the second half
of subsection (b), subsection (c) sets forth the kind of precise
and administrable definition of an entitlement that one would
expect a provision conferring an entitlement to provide.

By

contrast, the trailing language in the second half of subsection
(b) does not specify the long-term disability benefits to which
it refers.

That lack of specificity is curious if the second

4

The one subsection that contains multiple independent
entitlements, Section 2.2(f), sets them apart with Roman
numerals. The lack of Roman numerals before the second half of
subsection (b) thus provides further evidence that the second
half of that subsection was not intended to confer an
independent entitlement.
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half of subsection (b) is intended to set forth an entitlement
to

accrue

years

benefits.

By

of

benefit

contrast,

the

service
lack

on

the

of

basis

of

specificity

such

is

not

surprising if the second half of subsection (b) merely clarifies
that

those

participants

entitled

to

accrue

twelve

months

of

benefit service based on their receipt of workman's compensation
for an on-the-job injury may also be able to claim sixty months
of benefit service pursuant to the very next subsection.

Thus,

the fact that subsection (c) contains a specific reference to
those "long-term disability benefits under any plan maintained
by a member of the Controlled Group," and that the trailing
language in the second half of subsection (b) does not, supports
the Administrative Committee's conclusion.
Fourth, subsection (c), by its terms, does not purport
to set forth an entitlement to accrue years of benefit service
based

on

would

eligibility

not

apply

to

for

long-term

Vendura.

disability

Instead,

the

benefits
terms

of

that
that

subsection describe participants who may accrue years of benefit
service

based

on

their

eligibility

for

long-term

disability

benefits without regard to whether the disability arose from a
work-related
participant

injury
received

and

without

workers'

regard

compensation

that injury.

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to
in

whether

the

consequence

of

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Finally, in addition to these textual and structural
reasons for finding the Administrative Committee's reading to be
a reasonable one, there is the pre-amendment history of Section
2.2.

Prior to the amendment to subsection (c), there was no

temporal cap under subsection (c).

Thus, the following oddity

would have arisen if the trailing language of the second half of
subsection (b) set forth a stand-alone entitlement.
merely

having

helpfully

clarified

the

Rather than

availability

of

the

entitlement specifically provided for in subsection (c), that
portion

of

subsection

(b)

also

would

forth that very same entitlement.

have

superfluously

set

The longstanding principle

against reading plan terms to be superfluous, therefore, points
against

investing

the

last

half

of

subsection

(b)

with

the

greater substance that Vendura contends must be attributed to
it.

Cf. Bouchard v. Crystal Coin Shop, Inc., 843 F.2d 10, 13–14

(1st Cir. 1988) ("Where the trustees of a plan . . . by their
interpretation render some provisions of the plan superfluous,
their actions may well be found to be arbitrary and capricious."
(quoting Miles v. N.Y. State Teamsters Conference Pension & Ret.
Fund

Emp.

Pension

Benefit

Plan,

698

F.2d

593,

599

(2d

Cir.

1983))).
To

be

subsection (c).

sure,

there

is

now

a

temporal

cap

under

But, in light of the text and structure of the

two subsections that we have just reviewed, the Administrative
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Committee reasonably concluded that the imposition of the sixtymonth cap in subsection (c) did not provide -- for the first
time -- that those participants who are eligible for long-term
disability benefits and who had previously been eligible for
workers' compensation would be entitled to accrue more years of
benefit service than any other participants who were entitled to
accrue years of benefits services based on their eligibility for
long-term disability benefits.

See, e.g., Diaz v. Seafarers

Int'l Union, 13 F.3d 454, 457–58 (1st Cir. 1994) (considering
the argument that a later version of a plan document shed light
on whether an earlier version conferred the power to interpret
pension eligibility rules); Kammerer v. Motion Picture Indus.
Pension Plan, 487 F. App'x 597, 599 (2d Cir. 2012) (finding that
when the current version of a plan did not define a relevant
term, the plan administrator's use of a particular rule was
supported by that rule's consistency with at least three earlier
versions of the plan).

And so while the relevant provisions of

Section

could

2.2

certainly

have

been

clearer

--

say,

by

expressly cross-referencing subsection (c) in subsection (b) -we

conclude

that

the

Administrative

Committee

reasonably

construed the provisions to subject Vendura to the sixty-month
cap in subsection (c).

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IV.
The final issue concerns whether Vendura is entitled
to elect a lump-sum payment of his pension benefits.

Under

Section 5.5 of the TRW Plan, which the NGSMSC Plan incorporates
for a participant like Vendura, a participant may elect a lumpsum payment so long as "he files a written application therefor
while

an

calendar
Date."

Employee
month

still

period

accruing

Service

immediately

during

preceding

his

the

three

Retirement

Vendura requested a lump-sum distribution in 2013.

As a

result, the question of whether Vendura is entitled to a lumpsum distribution is fully answered by considering whether he was
still accruing benefit service in 2013.

Because we hold that

the Administrative Committee reasonably determined that Vendura
was

not

accruing

years

of

benefit

service

under

either

the

settlement agreement or the Plan in 2013, in consequence of the
sixty-month
Committee

cap

in

reasonably

subsection

(c)

construed

to

that

the

apply

Administrative
to

him,

the

Administrative Committee also reasonably determined that Vendura
was not entitled to elect a lump-sum distribution at that time.
V.
For these reasons, the judgment of the District Court
is affirmed.

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