Grove et al v. Johnson Controls, Inc. et al

Filing 123

MEMORANDUM re. Pltfs mtn to strike 105 ; Pltfs mtn for partial summary judgment 95 and Dfts mtn for summary judgment 97 (Order to follow as separate docket entry) Signed by Honorable Sylvia H. Rambo on 3/31/16. (ma)

IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
WILLIAM GROVE, SR, VIRGINIA :
B. GROVE, SANDRA PALMIERI, :
:
MICHAEL G. FUHRMAN,
:
WILLIAM WINTER, PRESTON
HIMES, and EDWARD MYERS, on :
:
behalf of themselves; and FLOYD
MITZEL, MAURICE KEFAUVER, :
:
III, HAROLD G. LUCKENBAUGH, :
WILMER C. BARRETT, LARRY
:
LEHMAN, GERALD A. YOUNG,
:
and JOHN C. DOUGLASS, on behalf :
of themselves and others similarly
:
situated; and INTERNATIONAL
:
UNION UNITED AUTOMOBILE, :
:
AEROSPACE AND
:
AGRICULTURAL IMPLEMENT
:
WORKERS OF AMERICA,

:
:
Plaintiffs
:
:
v.
:
:
JOHNSON CONTROLS, INC,
:
JOHNSON CONTROLS, INC.
:
UNION RETIREE WELFARE
:
PLAN (PLAN 570), JOHNSON
:
CONTROLS, INC. UNION
:
WELFARE PLAN (PLAN 565), and :
:
DOES 1 through 20,
:
:
Defendants

Civil No. 1:12-CV-02622

Judge Sylvia H. Rambo

MEMORANDUM
In this civil action brought pursuan t to the Employee Retirement Income
Security Act (“ERISA”), 29 U.S.C. § 1001, and the Labor Managem ent Relations
Act (“LMRA”), 29 U.S.C. § 141, Plaintiffs

allege that Defendants violated their

rights to retiree health benefits. Presently before the court are the parties’ crossmotions for summary j udgment (Docs. 95 & 97), as well as Plainti ffs’ motion to

strike Defendants’ objections to certain

paragraphs of Pl aintiffs’ statement of

material facts (Doc. 105). Upon consi deration of the m otions and for the reasons
discussed herein, the court will deny Plain tiffs’ motion to strike and partial motion
for summary judgment and wi ll grant Defendants’ motion for summary judgment
in its entirety.
I.

Background
Plaintiffs Floyd Mit zel, Maurice Ke fauver III, Harold G. Luckenbaugh,

Wilmer C. Barrett, Larry Lehman, Gerald A. Young, and John C. Douglass (“Class
Representatives”) filed this action on be half of them selves and sim ilarly-situated
groups of retirees (“Retirees ”), including the additi onal individually-named
Plaintiffs, who were previously represented by Plaintiff International Union United
Automobile, Aerospace and

Agricultural Implement Workers of America

(“UAW”) and its Local Union No. 1872 (together with UAW, the “Union”). (Doc.
85, ¶ 1.) By order dated December 3, 2014, the court certified six subclasses of
plaintiffs, denoted as Subclasses A, B, C, D, E and F, grouping retirees into these
subclasses based on their respective dates of retirement. (Doc. 88, pp. 8-10 of 10.)
In that order, the court appointed Plaintiff Douglass as Class Representative for
Subclass A; Plaintiff Young as Class Rep

resentative for Subclass B; Plaintiff

Kefauver as Class Represent ative for Subclass C; Plaintiffs Luckenbaugh and
Barrett as Class Representati ves for S ubclass D; Plaintiff Mitzel as Class
2

Representative for Subclass E; and Plain tiff Lehman as Cl ass Representative for
Subclass F. (Id.)
Defendant Johnson Cont rols, Inc. (“Johnson Controls”

or, with it

s

predecessors in interest, “the Co mpany”), is a Wisconsin cor poration engaged in
the business of manufacturing products and offering services related to energy and
operational efficiency of bui ldings, automotive batteries, electronics, and interior
systems for autom obiles. (Doc. 95-1, ¶ 9.) Since 2005, Johnson Controls ha
operated a manufacturing plant in York,

s

Pennsylvania (the “York Plant”) after

acquiring it from York Inte rnational Corporation (“Yo rk International”) via a
merger. (Id.) Defendants Johnson Cont rols, Inc. Union Retiree Welfare Plan and
Johnson Controls, Inc. Union Welfare Plan (collectively, the “Plan”) are em ployee
benefit plans within the meaning of ERISA. (Id. at ¶ 12.)
Every few years since 1973, the

Union has negotiated a collective-

bargaining agreement (“CBA”) with Johns on Controls or its predecess ors relating
to, inter alia, active and retiree health insuran ce benefits for both em ployees and
former employees of the York Plant. (Doc. 95-1, ¶ 17.) Each CBA incorporated by
reference a separate booklet,

the “Gr oup Insurance Program ” (“GIP”), that

specifically addressed health and welfar e benefits. Throughout the years, these
health benefits remained fa irly consistent from agreement to agreement. However,
in 2009, Johnson Controls unilaterally reduced retiree health benefits by instituting
3

a $50,000.00 lifetime cap on benefits payable for each participant sixt y-five years
of age and older. (Doc. 95-1, ¶ 15.) As a result of the cap, some subclass members
are no longer eligible for retiree healthcare benefits because they have reached the
$50,000 lifetime coverage limit. (Id. at ¶16.)   
A.

The Agreements

The relevant CBAs in effect at the time the members of each subclass retired
are set forth in detail below.
1.

Subclass A

The CBAs and GIPs in effect prior to November 1, 1984 govern Subclass A,
the members of which retired prior to this date.
a.

The 1973, 1975, and 1978 CBAs

Beginning in 1975, the CBAs negot

iated between the Union and the

Company provided for health and welfare benefits through an insurance program
that was described in the corresponding G IP. Article 35 of each CBA incorporated
the GIP by reference “subject to all provisions of this Agreement.” (See, e.g., Doc.
97-9, p. 125 of 169. ) One such provisio n was the durationa l clause appearing i n
Article 37, which set forth the plan e

ffective date and te rmination date. For

instance, the 1973’s durational clause provided as follows:
This Agreement shall become eff ective as of November 1, 1973
and shall remain in full force and effect u ntil midnight October 31,
1975 and shall continue from year to year thereafter, unless at least
sixty (60) days pri or to November 1, 1975 eit her party gives
4

written notice to the other of their intention to m odify or terminate
same.
(Doc. 97-4, p. 100 of 129.) With each new CBA, the parties would publish a new
GIP to correspond with the effective period of that particular CBA.
b.

The 1981 CBA

Similar to earlier versions of the CBA, the durational clause of the 1981
CBA provided as follows:
This Agreement shall become eff ective as of November 1, 1981
and shall remain in full force and effect u ntil midnight October 31,
1984, and shall continue from year to year thereafter, unless at
least sixty (60) days prior to N ovember 1, 1984, eit her party gives
written notice to the other of their intention to m odify or terminate
same.
(Doc. 97-9, pp. 142-43 of 195.) The CBA incorporated the 1981 GIP by reference:
The parties have provided for a Group Insurance Program in a
separate booklet which is part of this Agreement as if set out in full
herein, subject to all provisions of this Agreement.
(Doc. 97-9, p. 142 of 195.) As to me

dical benefits, the 1981 GIP stated, in

pertinent part:
Employees who retire under the Normal, Early, or Disability
Retirement Provisions of York Pension Plan No. 4 and their
eligible dependents shall have the following benefits (as described
in this booklet) continued after retirement at no cost:
-Hospital Expense Benefits
-Surgical Expense Benefits
-Medical Expense Benefits
-Diagnostic X-Ray & Laboratory Benefits
-Prescription Drug Benefits
5

Benefits NOT Continued After Retirement
Upon retirement, employees will no longer be insured for
Accidental Death and Dismemberment, Survivor Income, Accident
and Sickness, Long Term Disability, Vision Care or Dental
Benefits.
(Id. at p. 69 of 79 (emphasis added).)
2.

Subclass B

The CBAs and GIPs in effect from November 1, 1984 to October 31, 1996
govern the members of Subclass B, who re tired between those da tes. The relevant
provisions of those documents are provided below.
a.

The 1984 and 1987 CBAs

As with prior versions, the 1984 CBA was effective from November 1, 1984
until midnight October 31, 1987 (Doc. 97-11 , p. 97 of 141), and incorporated a
GIP in a separate booklet “as if

set out in full” therein (

id.). The 1984 GIP

contained provisions related to termination of health coverage as follows:
Termination of Insurance
Your health insurance is continued until your death – unless you
request termination of insurance or you do not m ake the required
contribution for this plan.
And your dependents' health insurance will be continued – while
you are living – until the date they no longer qualify as your
eligible dependent, or until you request te rmination of dependent
coverage or do not make the required contributions.

6

Continuation of coverages for your survivors
If you die after retirement, health coverage may be continued for
your spouse and children, provided the required contri butions are
paid . . . .
Your spouse will remain eligible until the earlier of death or
remarriage. Your children will remain eligible until your spouse is
no longer eligible, or the children are no longer eligible (due
to
age, marriage, etc.), whichever is earlier.
Plan termination
In the event this group plan is terminated, coverage for you and
your dependents will end immediately.
(Doc. 97-12, pp. 94-95 of 175 (em phasis added.) The 1984 GIP further stated that
there was no overall lim it on medical cove rage or a lifetime maxim um under the
Plan. (Id. at p. 88 of 175.) The 1984 GIP, howev er, did set a $15,000 lifetime limit
“for combined mental and nervous cond itions, psychiatric disorders, alcoholism
and drug abuse expenses of each individual.” ( Id.) In additi on, retirees under the
age of sixty-five were required to pay a $15.50 monthly contribution toward their
health benefits, but the requirement was waived for retirees over sixty-five years of
age. (Id. at p. 93 of 175.) The 1984 GIP also included a section entitled “Future of
the Plans,” which reads:
Although the com pany expects and intends to continue t he plan
indefinitely, it reserves the ri ght to modify, amend, suspend or
terminate them at any time.
(Id. at p. 162 of 175.)
7

Similar to the 1984 CBA, the 1987

CBA set forth a specific duration of

effectiveness – November 1, 1987 to October 31, 1990 – and incorporated the 1987
GIP booklet by reference “subj ect to all provi sions of this Agreement.” (Doc. 9713, p. 103-04 of 153.) The overall lifet

ime limit remained “none,” while the

maximum payment “for com bined mental and nervous cond itions, psychiatric
disorders, alcoholism and drug abuse” incr eased to “$25,000 per lifetime effecti ve
January 1, 1988.” (Doc. 97-14, p. 88 of 153.)

Monthly contributions by retirees

under age sixty-five also increased to $17.90. ( Id. at p. 93 of 163.) The 1987 GIP
described the term ination of retiree medical benefits identically to the 1984 GIP
provisions. (Id. at pp. 93-94 of 163.) Finally, the 1987 GIP contained a “Fut ure of
the Plans” clause providi ng that, “[a]lthough the company expects and intends to
continue the plans indefinite ly, the Company reserves the right to m odify, amend,
suspend or terminate the plans at any time.” (Id. at p. 150 of 163.)
b.

The 1990 and 1993 CBAs

The 1990 and 1993 CBAs included durational clauses and incorporated
corresponding GIPs. (Doc 97-15, p. 103-04 of 157; Doc. 97-17, p. 103-04 of 159.)
Both GIP booklets contained the same te

rmination of coverage clauses that

continued health benefits until death, excerpted above for the 1984 GIP, along with
identical “Future of the Plans” clauses reserving the Company’s right to “modify,
amend, suspend or terminate the plans at any time.” (Doc. 97-16, p. 81, 122 of 130;
8

Doc. 97-18, p. 81, 122 of 130.) No cha

nges were made to the overall lifetime

maximum plan payments, but t he amount “for [the] combined mental and nervous
conditions, psychiatric disorders, alcoho lism and drug abuse expenses of each
individual” was raised to $30,000 per lifetime. (Doc. 97-16, p. 77 of 130; Doc. 9718, p. 77 of 130.)
3.

Subclasses C, D, and E

The members of Subclasses C, D, and E are governed by the 1996, 2000,
and 2003 CBAs and GIPs, respectively.
a.

1996 CBA

The 1996 CBA was in effect from July 1, 1996 until June 30, 2000 (Doc. 9719, p. 103 of 161), and, as with all prev ious versions, incorporated its GIP “in a
separate booklet” ( id. at p. 102 of 161). Beginning in 1996, however, the parties
departed from the custom ary practice of producing one GIP booklet and i nstead
published two: one for active employees and another for retirees.
The 1996 GIP for active em ployees expressly reserved for the Com pany the
right to “modify, amend, suspend or terminate the benefits plan.” ( Id. at p. 93 of
97.) This language, however, was absent from the GIP booklet for retirees.
The 1996 GIP retiree booklet

did, however, provide the following

terms regarding retiree benefits and termination:

9

1.14 Conversion to an individual health insurance policy
When your group cove rage terminates, you may apply for an
individual health policy without having to prove good health. . . .
1.15 Termination of Coverage
Your coverage is continued until your death – unless you request
termination of coverage or
you do not make the required
contribution for this plan.
And your dependents’ health coverage will be continued – while
you are living – until the date they are no longer qualified as your
eligible dependents, or you request term ination of dependent
coverage or do not make the required contributions.
1.16 Continuation of coverage for your survivors
If you die after retirement, health coverage may be continued for
your spouse and children, provided the required contri butions are
paid. . . .
Your spouse will remain eligible until the earlier of death or
remarriage. Your children will remain eligible until your spouse is
no longer eligible, or the children are no longer eligible (due
to
age, marriage, etc.), whichever is earlier.
1.17 Plan Termination
In the event this group is term inated, coverage for you and your
dependents will end immediately.
(Doc. 97-21, pp. 11-12 of 51 (em

phasis added).) The retiree bookl et further

provided that there was “no overall lim it on how much the plan will pay for one
person’s medical bills.” (Id. at p. 15 of 51.)

10

b.

The 2000 CBA

The 2000 CBA between the Company and the Union was in effect from July
1, 2000 until June 30, 2003 and again incorp orated a separate GIP. (Doc. 97-22, p.
98-99 of 173.) As in the previous CBA, the parties published separate GIP booklets
for employees and retirees. The active em

ployee GIP booklet reserved to the

Company “the right to modify, amend, suspend or terminate the Plans at any time,”
(Doc. 97-23, p. 89 of 93), while the retiree booklet contained no such clause.
Instead, the retiree booklet supplied id entical terms to the 1996 GIP retiree
booklet regarding the duratio n and termination of benefits. (Doc. 97-24, pp. 10-11
of 50.) In addition to the 1996 GIP re tiree booklet, however, the 2000 retiree GIP
booklet provided retirees with additional coverage if th ey sought treatment from a
preferred provider. (Id. at pp. 13-14 of 50.) The

2000 GIP retiree booklet also

added a wellness benefits section absent from previous editions. (Id. at pp. 19-22
of 50.) The booklet contained no overall lifetime limit for plan coverage of medical
bills. (Id. at pp. 13, 15 of 50.)
c.

The 2003 CBA

The 2003 CBA was in effect from July 1, 2003 until July 30, 2006. (Doc.
97-25, pp. 112-13 of 184), and incorpora ted a separate GIP booklet subject to all
provisions of the CBA ( id. at pp. 112-13 of 184). Once again, the Plan provided
separate GIP booklets for employees and retirees. The 2003 GIP active em ployee
11

booklet conferred upon the Co mpany “the right t o modify, amend, suspend or
terminate” any plans. (Doc. 97-26, p. 89 of 93.) The retire booklet, however, did
not contain a similar clause.
The 2003 GIP retiree booklet contained identical term s to the previous two
GIP retiree booklets regarding the duration

of benefits, their term ination, and

potential conversion to an in dividual health insurance policy. (Doc-97-27, pp. 1213 of 55.) No maxim um lifetime limits were set as to how m uch the Plan would
pay toward an individual’s medical bills. (Id. at pp. 15, 17 of 55.)
3.

Subclass F

The CBA in effect from July 31, 2006 to Jul y 31, 2009 (“2006 CBA”)
governs the insurance benefits for Subc lass F, the m embers of which retired
between those dates.
The 2006 CBA, which was the first with Johnson Controls as the em ployer
of the York Plant em ployees, provided a durational clause and separate GIP
booklet. (Doc. 97-28, pp. 106-09 of 175.) For t

he first time in many years,

however, only one GIP booklet was provided.
Unlike previous versions, the GIP bookl et stated on its cover that it was a
“Summary Plan Description.” (Doc. 97-29.) On the first page, in the initial section
entitled “INTRODUCTION,” the document confirmed the Com pany’s right to
amend or terminate the benefits plans, stating:
12

Reminder: Employer’s Right to Amend or Terminate the
Plans. While the Summary Plan Desc ription summarizes the mai n
terms and conditions of the Johns on Controls em ployee benefits
program, please remember that Johnson Controls, Inc. reserves the
right to amend or terminate the benefits program or any portion of
it at any time by action of the Policy Committee or the Board of
Directors either as a result of co llective bargaining requirement or
at the expiration of the collect ive bargaining agreement with the
union.
(Id. at p. 3 of 108.) The 2006 Summary

Plan Description also addressed

termination of benefits for retirees as follows:
WHEN COVERAGE ENDS
Generally, your part icipation in the Group Benefits Program for
Retired Employees ends on t he date of your death unless you
request termination of coverage or when you cease to m ake the
required contributions for thi s plan. Your dependents' coverage
ends at the same time your par
ticipation ends, or when your
dependent ceases to qualify as an eligible dependent, if earlier.
Once enrolled, you may disconti nue coverage fo r yourself or
dependents at any time upon written notification to [the] Benefits
Service Center.
If you di e after retirement, m edical plan cove rage may be
continued for your e ligible dependents (spouse and/or child(ren)),
provided the required contributions are paid in a timely manner. To
qualify for continued coverage, your spouse m ust have been
married to you for at least one year at the time of your death. Your
spouse will remain eligible for continued benefits until the earlier
of death or rem arriage. Your dependent children will remain
eligible until your spouse is no longe r eligible or the children are
no longer eligible (due to age, marriage, etc.), whichever is earlier.

13

(Id. at p. 79 of 108.) The 2006 Sum
separate provision detailing the Com

mary Plan Description also contained a
pany’s right to amend or terminate the

benefits at any time as follows:
PLAN AMENDMENT OR TERMINATION
The company reserves the right to amend or terminate the benefits
program or any port ion of it a t any tim e by action of the Policy
Committee or Board of Directors. . . . The co mpany’s right to
amend the benefits program in cludes, but i s not lim ited to,
changing the amounts required to be contributed by the company
and/or the employee for the purchase of benefits, level of benefit s
provided and the class or classe
s of em ployees eligible to
participate.
(Id. at p. 105 of 108.)
In addition to the reservation of

rights clauses, the 2006 Summary Plan

Description removed the unl imited lifetime benefits available to retirees and
introduced “a post -65, individual, non-reinstateable maximum lifetime lim it of
$500,000 on m edical plan (including pres cription drug) claim s paid under t he
plan.”2 (Id. at p. 79 of 108.) While retirees over sixty-five years of age did not have
to make monthly contributions, those

under that threshold faced significant

increases. If the former employees retired before February 1, 2004 – during which
the 2003 CBA theoretically controlled – monthly contributions remained at $17.90.
(Id.) Employees retiring after February 1, 2004, however, were required to pay $65

2

Johnson Controls, Inc. later instituted a $50,000 lifetime benefit maximum on retiree benefits
which prompted this litigation. (Doc. 85, ¶ 4; Doc. 87, ¶ 4.)
14

per month, with the cost increasing appr oximately ten dollars each year for the
time remaining under the 2006 CBA. ( Id. at p. 80 of 108.) Finally, while previous
GIPs had required only ten years of serv

ice to beco me eligible for em ployee

benefits, the 2006 Summary Plan Descrip

tion required “t en or m ore years of

continuous service” and that the indivi dual had been “a full-tim e regular uni on
employee hired prior to April 1, 1985.” (Id. at p. 71 of 102.)
B.

Procedural Background

Plaintiffs commenced this action by filing a co mplaint on Decem ber 31,
2012 (Doc. 1), followed by an amended complaint on March 21, 2013 (Doc. 27),
after each individual plaintiff had exceeded the plan benefits cap and had his or her
benefits terminated. Plaintiffs’ first amended complaint brought the following
counts: (1) Count I – Violation of Labor Agreements Actionable under Section 301
of the LMRA against all Defendants;

(2) Count II – V iolation of Em ployee

Welfare Benefit Plan Actionable under

Section 502 of ERISA against all

Defendants; (3) Count III – Breach of Fi duciary Duty under ERISA Section 404
and 502 against Defendant

Johnson Controls; and (4)

Estoppel under ERISA and LMRA Secti

Count IV – Equitable

on 301 against all Defendants. (

See

generally id.) Plaintiffs requested declar ative, equitable, and injunctive relief as
well as an award of attorneys’ fees. (

Id., Prayer for Relief, ¶¶ B-I.) After

Defendants moved to dismiss Plaintiffs’ claim in their entirety, the court issued an
15

order dated June 17 , 2013 de nying the motion as to the fi rst three counts, but
dismissing the equitable estoppel claim. (Doc. 42; see Grove v. Johnson Controls,
Inc., Civ. No. 12-cv-2622, 201 3 WL 3049114 (M.D. Pa. June 17, 2013)). On June
10, 2015, Plaintiffs withdrew “their clai m for breach of fiduciary duty” or Count
III – Breach of Fiduciary Duty under ER ISA §§ 404 and 502 against Defendant
Johnson Controls. (Doc. 102, p.4 n.5 of 43.)
On August 2, 2013, Wilmer C. Barrett and the Union fi led a related class
action complaint regarding the same underlying i ssues. See Barrett v. Johnson
Controls, Inc., Civ. No. 13-cv-2071, Doc. 1 (M .D. Pa. Aug. 2, 2013). By order
dated October 10, 2013, the court consolidated Barrett, into the captioned action.
Thereafter, Plaintiffs in the consolidated cases filed a Second Amended Com plaint
(Doc. 54), which reflected the conso lidation of these actions by m erging Barrett’s
class action allegations (see Barrett Doc. 1) into Grove’s operative First Amended
Complaint (see Doc. 27), with Grove’s individual plaintiffs acting as the putative
class representatives. Plaintiffs then filed their Fourth Amended Com plaint on
October 28, 2014. (Doc. 79.) By or

der dated Decem ber 3, 2014, the court

certified Subclasses A, B, C, D, E, and F, grouping retir ees into subclasses based
on date of retirement. (Doc. 88.)
On April 29, 2015, Plaintiffs filed a motion for pa rtial summary judgment
(Doc. 95) and a brie f in support (Doc. 96) as t o Subclasses C, D, and E. On May
16

20, 2015, Defendants filed a response to

Plaintiffs’ motion for partial summary

judgment and a cross-m otion for summary judgm ent (Doc. 97), along with a brief
in support (Doc. 99), as to all of Plainti

ffs’ claims. Plaintiffs filed a brief in

opposition to Defendants’ m otion for summary judgment and a reply to
Defendants’ response on June 10, 2015. (Doc. 102.) On July 1, 2015, Defendants
filed a reply to Plaintiffs’ opposition. (Doc. 108.) On June 6, 2015, Plaintiffs filed
a motion to strike objections to and deem admitted certain paragraphs of Plaintiffs’
statement of m aterial facts. (Doc. 105.)

On June 29, 2015, Defendants filed an

opposition to the motion to strike (Doc. 107), and Plaintiff replied on July 16, 2015
(Doc. 109).
Thus, this matter has been fully briefed and is ripe for disposition.
II.

Plaintiffs’ Motion to Strike
Plaintiffs’ motion to strike challenges the admissibility of certain evidentiary

challenges relied upon i n Defendants’ response to

Plaintiffs’ statement of

undisputed facts in support of their m otion for partial summary judgment. Plaintiff
contends that the facts Defendants ch

allenge are properly supported with

admissible evidence and that Defendants fa iled to cite any evidence showing these
facts are genuinely disputed.
Under Local Rule 56.1, a m otion for summary judgment requires a party to
file an accompanying “short and concise st atement of the material facts .” A party
17

may then “object that the material cited

to support or dispute a fact cannot be

presented in a form that would be adm

issible in evidence.” F ed. R. Civ. P.

56(c)(2). Generally, motions to strike attack pleadings that present “an insufficient
defense or any redundant, imma terial, impertinent or scandalous matter.” Fed. R.
Civ. P. 12(f). In practice, this court ha s entertained motions to strike attacking the
opposing party’s statements of material fact or supporting affidavits. See, e.g., York
Int’l Corp. v. Liberty Mut. Ins. Co., Civ. No. 10-cv-0692, 2015 WL 4162981 (M.D.
Pa. July 9, 2015); Gloria Lytle v. Capital Area Intermediate Unit, Civ. No. 05-cv0133, 2009 WL 82483 (M.D. Pa. Jan. 9, 200 9). While a party may hope to exclude
its opponent’s material facts due to thei r potential inadm issibility at trial, legal
arguments, however, may not be excluded.
Here, Plaintiffs attempt to strike Defendants’ legal arguments disputing the
introduction of twenty-t hree paragraphs of Plaintiffs’ material facts. Because t he
court finds that a m otion to strike is an in appropriate vehicle in which to attack an
opposing party’s legal argumen t in response to a statement of m aterial facts, the
motion will be denied.
III.

Cross-motions for Summary Judgment
In considering the instant motion for summary judgment, the court relied on

the uncontested facts or, if the facts were disputed, viewed the facts an d deduced

18

all reasonable inferences therefrom in th e light m ost favorable to the nonm oving
party. See Doe v. C.A.R.S. Prot. Plus, 527 F.3d 358, 362 (3d Cir. 2008).
A.

Legal Standard

Summary judgment is proper when the record, taken in its entirety, shows
that “there is no genuine dispute as to an y material fact and t he movant is entitled
to judgment as a matter of la w.” Fed. R. Civ. P. 56(a);

Hefferman v. City of

Paterson, 777 F.3d 147, 151 (3d Cir. 2015). “An issue is genuine only if there is a
sufficient evidentiary basis on which a

reasonable jury could fi nd for the non-

moving party, and a factual dispute is m aterial only if it might affect the outcome
of the suit under governing law.” Kaucher v. Cty. of Bucks, 455 F.3d 418, 423 (3d
Cir. 2006) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)). The
court must “view the record in the light most favorable to t he non-moving party
and draw all reason able inferences in that party’s favor.” Thomas v. Cumberland
Cty., 749 F.3d 217, 222 (3d Cir. 2014) (citing Bowers v. Nat’l Collegiate Athletic
Ass’n, 475 F.3d 524, 535 (3d Cir. 2007)).

However, the “court may not m ake

credibility determinations or engage in any weighing of the evidence.” Montone v.
City of Jersey City, 709 F.3d 181, 191 (3d Cir. 2013) (quoti ng Marino v. Indus.
Crafting Co., 358 F.3d 241, 247 (3d Cir. 2004)).
The moving party bears the in itial burden to show an “absence of a genuine
issue of material fact.” Santini v. Fuentes, 795 F.3d 410, 416 (3d Cir. 2015) (citing
19

Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986)). If the moving party satisfies
its burden, the burden shifts to the non-moving party to “go beyond the pleadings”
and “designate specific facts showing th

at there is a genuine issue for trial.”

Guidotti v. Legal Helpers Debt Resolution, L.L.C., 716 F.3d 764, 773 (3d Cir.
2013) (quoting Celotex Corp., 477 U.S. at 324)).
“A party’s failure to make

a showing that is ‘sufficient to establish the

existence of an element esse ntial to that party’s case, and on which that party wil l
bear the burden of proof at trial[,]’

mandates the entry of summary judgm ent.”

Watson v. Eastman Kodak Co., 235 F.3d 851, 857-58 (3d Cir. 2000) (quot
Celotex Corp., 477 U.S. at 322). A court shoul

ing

d also grant summary judgment

when the party’s evidence “is merely col orable or is not significantly probative.”
Port Auth. of New York & New Jersey v. Affiliated FM Ins. Co., 390 F.3d 262, 26768 (3d Cir. 2004) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249-50
(1986)). In sum , an opposing party m ust provide m ore “than some metaphysical
doubt as to the material facts.” Chavarriaga v. New Jersey Dept. of Corr., 806 F.3d
210, 218 (3d Cir. 2015).
Although it can present a “formidable task,” the court is permitted to resolve
concurrent cross-motions for summary judgm ent. InterBusiness Bank, N.A. v.
First Nat’l Bank of Mifflintown, 318 F. Supp. 2d 230, 2 35 (M.D. Pa. 2004) (citi ng
10A Charles Alan Wright et al., FED. PRACTICE & PROCEDURE § 2720 (3d ed.
20

1998)). Nonetheless, “the ru le is no di fferent where there are cross-m otions for
summary judgment.” Lawrence v. City of Phila., Pa., 527 F.3d 299, 300 (3d Cir.
2008). “Inferences to which a party is

entitled with respect to the opponent’s

motion may not be granted with respect to its own. ” Falls v. State Farm Ins. Mut.
Auto Ins. Co., 774 F. Supp. 2d 705, 709 (M.D. P a. 2011) (quoting InterBusiness
Bank, N.A., 318 F. Supp. 2d at 236).
B.

Welfare Benefits under the LMRA and ERISA

Plaintiffs assert their claim s under the LMRA and ERISA for welfare
benefits denied to them through alleged violations of be nefit plans. When disputes
arise between em ployers and labor uni ons pursuant to a collective bargaining
agreement, the LMRA grants federal cour ts jurisdiction to resolve them. 29 U.S.C.
§ 185(c). Under ERISA, plan beneficiarie s may bring civil actions “[t]o recover
benefits due to [them] under the term s of [the] plan, to enforce [their] rights under
the terms of the plan, or to clarify [their] rights to future benefits under the terms of
the plan.” 29 U.S.C § 1132(a)(1)(B). ER
pension and welfare benefit plans.

ISA, however, distinguishe s between

Int’l Union United Aerospace and Agric.

Implement Workers of Am., U.A.W. v. Skinner Engine Co., 188 F.3d 130, 137 (3d
Cir. 1999). Although ERISA directs welfare pl ans to be “maintained pursuant to a
written instrument,” 29 U.S.C. § 1102(a)(1),

employers re main “generally free

under ERISA, for any reason at any time, to

adopt, m odify or term inate welfare

21

plans.” M & G Polymers USA, LLC v. Tackett, ___ U.S. ___, ___, 135 S. Ct. 926,
933 (2015) (citing Curtiss-Wright Corp. v. Schoonejongen, 514 U.S. 73, 78
(1995)). Plan participants therefor

e bear “the burden of proving, by a

preponderance of the evidence, that the em ployer intended the we lfare benefits to
be vested.” Skinner, 188 F.3d a t 138-39 (quoting In re Unisys Corp. Retiree Med.
Benefit “ERISA” Litig., 58 F.3d 896, 901 (3d Cir. 1995)).
C.

Vesting of Welfare Benefits

The United States Supreme Court recently held that, in determining whether
an employer intended to vest welfare bene fits, courts must “interpret collective
bargaining agreements, includi ng those es tablishing ERISA plans, according to
ordinary principles of contract law, at

least when those principles are n

inconsistent with federal labo r policy.” Tackett, 135 S. Ct. at 933 (citing

ot
Textile

Workers v. Lincoln Mills of Ala., 353 U.S. 448, 456-57 (1957)). Pl aintiffs and
Defendants disagree as to what im pact the Supreme Court’s decision in

Tackett

generated on the Third Circuit’s holding in Skinner, which requires “an employer’s
commitment to vest [ERISA] bene fits . . . [to ] be stated in clear and express
language.” 188 F. at 139 (emphasis added).
In Skinner, after a series of CBAs were negotiated between the parties over
the course of twenty years, the defendant retroactively modified or terminated life
and health insurance benefits for form er employees who had retired pri or to the
22

effective date of the most recent CBA. Id. at 134-36. The plaintiffs challenged the
disruption of their benefits, arguing th at specific language in the CBAs denoting
that the benefits “will continue” and “sha ll remain,” had vested lifetime benefits
during each of the previous CBAs. Id. at 140.
In part, the plaintiffs in Skinner urged t he Third Circuit to adopt the Sixth
Circuit’s presumption “that the parties [to a CBA] intend[] retiree welfare benefits
to continue for li fe, notwithstanding the expiration of a collective bargaining
agreement.” Id. at 140 (citing Int’l Union, United Auto., Aerospace, & Agric.
Implement Workers of Am. v. Yard-Man, Inc., 716 F.2d 1476, 1482-83 (6th Cir.
1983)). The dispute in Yard-Man, as in Skinner, arose from the termination of
benefits for retirees at the expiration of a CBA.

Skinner, 188 F.3d at 139. When

faced with the specific CB A provision at issue sta ting that “the Comp any will
provide insurance benefits equal to the active group benefits . . . for the former
employee and his spouse,” the

Yard-Man court found the italicized phrase

ambiguous. Id. at 139 (quoti ng Yard-Man, 716 F.2d at 1480-81). After reviewing
other provisions of the CBA for evidence of intent, the Sixth Circuit concluded that
the retiree benefits were vested and c ontinued beyond the duration of t he CBA. Id.
In concluding that the CBA’ s “general durational clause [was ] insufficient to
defeat vesting,” the Sixth Circu it relied prim arily on two factors.

Id. at 140

(quoting Yard-Man, 716 F.2d at 1482-83). First, the Yard-Man court reasoned that
23

retiree benefits ordi narily vest becaus e they are “perm issive[,] not mandatory
subjects of bargaining.” Id. (quoting Yard-Man, 716 F.2d at 1482). Second, the
Sixth Circuit “viewed retiree b enefits as ‘status’ benefits which carried with them
an inference that they continue so long as the prerequisite status is maintained.” Id.
(quoting Yard-Man, 716 F.2d at 1482).
“The Sixth Circuit, therefore, adopt ed what has becom e commonly known
as the ‘ Yard-Man inference,’ pursuant t o which courts presume that the parties
intended retiree welfare benefits to continue for life, notwithstanding the expiration
of a collective bargaining agreement.” Id. To courts within the First, Fourth, Sixth,
and Eleventh Circuits, this inference ex erted a fair am ount of infl uence on how
these cases were resolved. Id. In Yard-Man, for instance, the inference was s o
strong that the court rej ected the co mpany’s argument that the general durationa l
clause, which provided for the ter

mination of t he CBA on a particular date,

defeated any inference that the retirement benefits had vested. Id. The Fifth and
Eighth Circuits, however, declined to follow the Yard-Man inference. Id.
After a thorough analysis of Yard-Man and its progeny, the Skinner court
also declined to follow the

Yard-Man inference, and specifically rejected the

“Sixth Circuit’s view that retiree ben efits are ‘status’ benefits which carried with
them an inference that th

ey continue so long as the prerequisite status is

maintained.” Id. Instead, the Third Circuit agreed with the reasoning of the Eighth
24

Circuit that Congress had “e xplicitly exempted welfare benefits from ERISA’s
vesting requirements,” and therefore any presumption in favor of vesting was
likely contrary to Congressional intent. Id. at 140-41 (quoting Anderson v. Alpha
Portland Indus., Inc., 836 F.2d 1512, 1517 (8th Cir. 1988)). Specifically, the Third
Circuit found that Congress ha d intentionally “reject[ed] the automatic vesting of
welfare benefits” because “to require the ve sting of those ancilla ry benefits would
seriously complicate the administration and increase the cost of plans whose
primary function is to provide retirem ent income.” Id. at 138 (quoting Hozier v.
Midwest Fasteners, Inc., 908 F.2d 1155, 1160 (3 d Cir. 1990)). The Skinner Court
further reasoned that “to vest benefits is to render them forever unalterable.” Id. at
139. “Because ves ting of welfare p lan benefits constitutes an extra-ERISA
commitment,” the Third Circuit im posed the requirement that “an em

ployer’s

commitment to vest such bene fits . . . not be inferred lightly a nd must be stated in
clear and express language.” Id. (emphasis added).
Applying that standard to the phra ses “will continue” and “shall remain” in
the relevant provi sions of the CBAs before the c ourt without the benefit of the
Yard-Man inference, the Third Circuit found t hat a plain reading of those phrases
“does not unambiguously indicate that benefits will continue ad infinitum.” Id. at
141. The court explained as follows:
It cannot be said that the phrases clearly and expressly indicate
vesting since there is sim ply no durational language to quali fy
25

these phrases. That is, the CB As do not state that retiree
benefits ‘will continue for the life of the retiree,’ or that they
‘shall remain unalterable for the life of the retiree.’ An equally
reasonable interpretation is that the benefits ‘will continue until
the CBA expires,’ or that they ‘shall remain . . . until the CBA
expires.’
Id. The court opined that the latter interpretation appeared more reasonable in light
of the durational provisions included in all of the CBAs, noting the following CBA
provision as illustrative:
“This Agreement represents a
complete resolution of all
noneconomic items and shall, in all of its term s, remain in effect
from July 1, 1986 until midnight, June 30, 1989.”
Id. Read in conjunction with such a durati onal clause, the Third Circuit determined
that the phrase “will continue ” “could be in terpreted to mean, for instance, that
medical benefits ‘will continue until midnight of June 30, 1989.’” Id. Relying on
the Second Circuit’s decision i n Joyce v. Curtiss-Wright Corp., 171 F.3d 130 (2d
Cir. 1999), the court found that the lan guage of the CBAs did not unambiguously
vest lifetime retiree benefits, noting tha t the retirees’ contentions to the contrary
“constituted ‘extensive linguistic contor tion’ in an attempt to ‘manufacture’
ambiguity where it did not exist.”

Id. at 142 (quoting Joyce v. Curtiss-Wright

Corp., 171 F.3d 130, 134 (2d Cir. 1999)). The Third Circuit thus refused to “infer a
binding obligation t o vest be nefits absent some language that itself reasonably
supports that interpretation.” Id. (quoting Joyce, 171 F.3d at 135).

26

The Third Circuit likewise rejected the retirees’ alternative argument that the
phrases “will continue” and “shall rema in” are am biguous, thereby precluding
summary judgment, because t he phrases c ould be interpreted to mean that the
employer would pa y for benefits for the life of the retire e. Id. Noting that the
premise of this argument appeared to be that the phrases have prospective meaning
only, the Third Circuit observed that the structure of the cont ract, construed as a
whole, “reveal[ed] that just t he opposite was intended, that the term s were used to
refer back to previous CBAs.” Id. As an example, the cour t pointed out that when
the amount of coverage was increased from the prior CBA, the agreements utilized
the phrase “shall be increased .” Id. However, when th e amount of coverage
stayed the same, the agreements used the phrase, “shall remain.” Id. at 142-43.
Similarly, when a new type of covera

ge was obtained, the agreements used

language such as “will provide,” but when

the coverage was the same kind as

furnished under the prior CBA, the la nguage used was “will continue.” Id. Thus,
“[r]ather than indicating a promis e on the part of the com pany to provide such
coverage prospectively for the life of the retiree,” the court found that “the phrases
were used to indicate a continuation of

prior practices and policies.” Id. at 143.

The court noted that the retirees’ reading w ould only have legitimacy if viewed in
a “vacuum, without considering the appropriate contexts in which they were used.”
Id.
27

In the instant case, Plai ntiffs argue that the Supr eme Court’s decision in
Tackett rejected all presum ptions for or ag ainst vesting, including the Third
Circuit’s “clear and expre ss” standard, and therefore Skinner is no longer good
law.4 See Tackett, 135 S. Ct. at 933; see also Smathers v. Multi-Tool, Inc./MultiPlastics, Inc. Emp. Health and Welfare Plan, 298 F.3d 191, 196 (3d Cir. 2002)
(acknowledging that Skinner’s standard amounts to a presumption against vesting
in cases involving welfare benefit plans). The court disagrees.
In its una nimous decision, the Suprem e Court reject ed the inferences set
forth in Yard-Man and its progeny, and reaffirmed that collective bargaining
agreements are to be interpreted “according to ordinary principles of contract law.”
4

Plaintiffs rely, in part, on Ju stice Ginsburg’s four justice concu rrence, in which she stated that,
“[c]ontrary to M&G’s assertion, . . . no rule requi res ‘clear and express’ language in order to
show that parties in tended healthcare benefits to vest.” Tackett, 135 S. Ct. at 938 (Ginsburg, J.,
concurring). Instead, a n employer may still be constrained after the collectiv e-bargaining
agreement’s expiration by both explicit and “implied terms.” Id. (citing Litton Fin. Printing Div.,
Litton Business Systems, Inc., NLRB, 501 U.S. 190, 207 (1991).) Howe ver, contrary to Justice
Ginsburg’s assertion that “no ru le requires ‘clear and express’ language” in order to vest
benefits, the unanimous Tackett Court issued no specific holding on this point, even though the
Court was presented with a question related to
the Third Circuit’s r equirement of “a clear
statement that health-care benefits are intende d to surviv e the term ination of the collec tive
bargaining agreement.” Question Presented, No. 13-1010, Tackett, 134 S. Ct. 2136 (2014),
http.www.supremecourt.gov/qp/13-01010qp.pdf. Although a concurrence m ay carry persuasive
value, “federal courts sh ould not give ‘much precedential weight’ to a co ncurring opinion, even
if it coheres with the majority opinion.” B.H. ex rel. Hawk v. Easton Area Sch. Dist., 725 F.3d
293, 321 (3d Cir. 2013) (quoting Alexander v. Sandoval, 532 U.S. 275, 285 n.5 (2001)). Indeed,
a majority opinion does not beco me “coextensive with the concurrence becau se their opin ion
does not expressly preclude . . . the concurrence’s approach.” Alexander, 532 U.S. at 285 n.5.
Such a result would place the m ajority in “an odd predicament if a concurring m inority of the
Justices could force the m ajority to address a point they found it unnecessary (and did not wish)
to address.” Id. Therefore, as the unanimous Tackett Court refused to address the Third Circuit’s
clear and express language standard, the court d eclines to follow Justice Ginsburg’s additional
guidance as it applies to said standard.
28

Tackett, 135 S. Ct. at 933. The Court re-em phasized that a court’s objective when
interpreting a collective bargaining agre ement, as with any contract, is to give
effect to the contractual right s and expectations of the parti es. Id. “Where the
words of a contract in wr iting are clear and unam biguous, its m eaning is to be
ascertained in accordance wit h its plainly expressed intent.” Id. (quoting 11 R.
Lord, Williston on Contracts §30:6, p. 108 (4th ed. 2012)). The Court criticized the
Sixth Circuit’s Yard-Man inference for failing “to consider the traditional principle
that courts should not construe am biguous writings to create lifetime prom ises.”
Tackett, 135 S. Ct. at 936 (citing 3 A. Corbin , Corbin on Contracts § 553, p. 216
(1960)). Instead, “[c]ontractual obligations will cease, in the ordinary course, upon
termination of the bargaining agreement .” Id. (quoting Litton, 501 U.S. at 207).
The Court also rejected th e Sixth Circuit’s inference

that tying retiree h ealth

benefits to the recei pt of a pension mean t that the parties intended those health
benefits to continue for the duration of the pension benefits, that is, for life. Id. at
937. The Court concluded that any such

“inferences [are] inconsistent with

ordinary principles of contract law.” Id.
While notable, Tackett has no m ajor substantive impact on t he Third
Circuit’s decision in Skinner. Although the Third Ci rcuit has acknowledged that
Skinner’s “clear and express” standard amounts to a presumption against vesti ng,
Smathers, 298 F.3d at 196, it has not applied the standard as a bright-line rule that
29

would suspend all discussion of traditi onal principles of contract interpretation
when such language is not present. Rather , when confronted w ith the absence of
clear and express language, the Third Circuit has continued to conduct am biguity
analyses. For example, in Skinner, after rejecting “the a ppellants’ contention . . .
that the language of the CBAs unam biguously vested lifetime medical and life
insurance benefits for retirees,” the Third Circuit extensively analyzed appellants’
alternative arguments that certain phras
ambiguous and that extrinsic evidence in
established that an am biguity existed.

es describing ret iree benefits were
the form

of various testim onies

Skinner, 188 F. at 142-45.

The court

concluded that the phrases were not am biguous when read in t he context of othe r
collective bargaining agreements between

the parties, stating that “extrinsic

evidence . . . may not be used to create an am biguity where none exist s.” Id. at
142-45.
As the First Circuit has explained, Skinner “does not set forth a strict clear
and explicit statement rule.” Senior v. NSTAR Elec. and Gas Corp., 449 F.3d 206,
217 (1st Cir. 2006). Instead, “the bulk of the court’s opinion in Skinner [ ] relied on
traditional rules of c ontract construction to determine the meaning of the CBA,”
and “undertook an extended discussion of the plaintiffs’ argument that the contract
was ambiguous, which likely would have been unnecess ary had the court in fac t
relied on a strict clear and express statement rule.” Id.
30

This interpretation receives f urther support from two subsequent Third
Circuit cases relying on Skinner. In Int’l Chem. Workers Union Council of the
United Food and Commercial Workers Union v. PPG Indus., Inc., 236 Fed. App’x
798, 791-93 (3d Cir. 2007), the Third Circuit considered if retiree health benefits
had vested in order t o determine whether the parties had a dut y to arbitrate under
the CBAs. In deciding that the CBAs’ term ination provisions read in conjunction
with those relating to retiree h ealth benefits prevented the vesting of such benefits,
the Third Circuit did not foreclose but instead addressed the union’s claim that the
relevant provisions of the CBAs and

GIPs created an ambiguity precluding

summary judgment. Id. at 793-94. Seven years late r, in the class action suit Lewis
v. Allegheny Ludlum Corp., 579 Fed. App’x 116, 117-18 (3d Cir. 2014), a group of
retirees claimed that their former

employer had breached

CBAs allegedly

promising lifetime, no cost health care. After not ing that a presum ption existed
against vesting in welfare benefit plan

cases, the Third Circuit found t

retirees had failed to identify any clear

hat the

and express langua ge that conferre d

“unalterable, vested life time health benefits.” Lewis, 579 Fed. App’x at

119.

However, later in t he opinion, the Thi rd Circuit again bri efly tackled retirees’
attempts to create an am biguity instead of finding that such an argument was
precluded due to a failure to fi nd clear and express language. Id. The above cases
thus demonstrate that, in applying a cl ear and express language rule, the Third
31

Circuit merely enforced a trad itional rule of contract construction, tha t, “[w]here
the words of a contract in writing are clear and unam biguous, its meaning is to be
ascertained in accordance with its plainly expressed intent.” Tackett, 135 S. Ct. at
933 (quoting 11 R. Lord, Williston on Contracts § 30:6, p. 108 (4th ed. 2012)).
Based on the foregoing, the court concludes that

Skinner’s “clear and

express” language requireme nt remains bindi ng law in the Third Circuit postTackett.
D.

Interpreting the Language of the CBAs

Under Tackett, courts must “interpret co
including those establishing ERISA plans,

llective-bargaining agreements,

according to ordinary principles o

f

contract law, at l east when those principles are not inconsiste nt with federal labor
policy.” Tackett, 135 S. Ct. at 933; see also Skinner, 188 F.3d at 138. Because the
objective of contract interpretation is to ascertain the parties’ intent,

Baldwin v.

Univ. of Pittsburgh Med. Ctr., 636 F.3d 69, 75 (3d Cir. 2011) (citing

Am. Eagle

Outfitter v. Lyle & Scott Ltd., 584 F.3d 575, 587 (3d Cir. 2009)), the contract must
be “read to give effect to all its provisi ons and to render them consistent with each
other.” Mastrobuono v. Shearson Lehman Hutton, Inc., 514 U.S. 52, 63 (1995)
(citations omitted).
When interpreting a collective bargaining agreement, a court must:
hear the p roffer of the parties a nd determine if there are objective
indicia that, from the linguistic refe rence point of the parties, the
32

terms of the contract are susceptib le of different meanings. Before
making a findi ng concerning t he existence or absence of ambigui ty,
we consider the contract langua ge, the meanings suggested by
counsel, and the extrinsic eviden ce offered in support of each
interpretation. Extrinsic evidence may include the structure of the
contract, the bargaining hi story, and the conduct of the parties that
reflects their understanding of the contract’s meaning.
Teamsters Indus. Emps. Welfare Fund v. Rolls-Royce Motor Cars, Inc., 989 F.2d
132, 135 (3d Cir. 1993) (citati ons and quotations om itted); see also Skinner, 188
F.3d at 142. Thus, a court may find it “neces
related [CBAs], as well as p

sary to consider the scope of other

ractice, usage and custom pertaining t o all such

agreements.” Rosano, 74 F.3d at 190 (quoti ng Transp.-Commc’n Emps. Union,
385 U.S. at 161). H owever, extrinsic evid ence may never be us ed “to create an
ambiguity where none exists.”

Skinner, 188 F. 3d at 145. While collective

bargaining agreements will “often incorpor ate[] express or implied terms that are
designed to give [the parties] a degree of freedom of action with a specified area of
activity,” Consol. Rail Corp. v. Ry. Labor Execs. Ass’n, 491 U.S. 299, 308 (1989),
“it is elementary that one cannot im ply a term or prom ise in a contract which is
inconsistent with an express term of the contract itself.” Williston on Contra cts
§ 63:21; see also USX Corp. v. Prime Leasing Inc., 988 F.2d 433, 438 (3d Ci r.
1993) (“[O]ne can invoke ‘implied’ term s only when there are no express term s in
the contract relating to the particular issue.”).

33

With the above principles in m

ind, the court will turn to the parties’

arguments regarding the proper interpre tation of the relevant Plan documents
governing the members of each subclass.
1. Subclass A
Defendants have m oved for summary judgm ent as to Subclass A. In t heir
motion for summary judgm ent, Defendants contend that all benefits arisi ng under
the pre-1984 CBAs are subject to the dur

ational clauses contained in each

individual agreement, and therefore, an y entitlement to retiree ben efits expired
along with the relevant CBA and GIP. (Doc. 99, pp. 17-18 of 46.) Plaintiffs, on the
other hand, argue that the language of th e 1981 GIP, under which the majority of
Subclass A members retired, creates an ambiguity, ther eby precluding the entry of
summary judgment for Defendants. (Doc. 102, p. 33 of 43.) Specifically, Plaintiffs
point to a 1981 GIP provi sion stating that qualified retirees and eligible defendants
“shall have the following benefits . . . co ntinued after retirement at no cost.” ( Id.)
Plaintiffs argue that, un like the phrases “shall rema in” and “will c ontinue” in
Skinner, this provision does not indicate a

continuation of prior pra ctice and

policies, but instead indicates a prom ise to provide prospective coverage for the
life of the retiree. (Doc. 102, p. 41 of 52.)
As in Skinner, a plain reading of the phrase, “shall have the follow

ing

benefits . . . continued” does not unam biguously indicate that the benefits will be
34

continued for the life of the retiree notwithstanding the expiration of the applicable
CBA. Skinner, 188 F.3d at 141. Rather, in light of the durational clauses included
in all of the pre-1984 CBAs and the lack of any durational language to qualify the
phrase, a more reasonable interpretation is that, as in Skinner, the ben efits would
be continued until the a pplicable CBA expires. Id. For example, Article 37 of the
1981 CBA, which explicitly applied to retiree health benefits per Article 35,6 stated
that the Agreement would “remain in fu ll force and effect until m idnight October
31, 1984.”7 (Doc. 97-9, p. 143 of 196.) Thus, read in conjunction with the above
durational clause, the prom ise to have “the following benefits . . . continued”
expired at midnight of October 31, 1984. See Skinner, 188 F.3d at 141. As such, an
employee who retired under the 1981 CB

A had no contractual entitlem ent to

continued benefits thereafter. Rather, the benefits existe d on a contract-to-contract
basis and, thus, had not vested. This

interpretation is consistent with

instruction to follow the important prin
6

Tackett’s

ciple of contract interpret ation that

Article Thirty-Five of the 1981 CBA reads as follows:
The parties have provided for a Gr oup Insurance Program in a separate booklet
which is part of this Agreement as if set out in full herein, subject to all provisions
of this Agreement.

(Doc. 97-9, p. 142 of 196 (emphasis added).) Thus, while members of Subclass A were provided
retiree health benefits, those benefits were subject to all provisions of the CBA, including the
durational clause.
7

Similar general durational restrictions setting an exact expiration date for the agreement’s
effectiveness can be found in every CBA stretching back to 1973. (Doc. 97-4, p.100 of 129; Doc.
97-5, pp. 107-08 of 153; Doc. 97-7, pp. 111-12 of 166.)
35

“[c]ontractual obligations will cease, in the ordinary course, upon termination of
the bargaining agreement.” Tackett, 135 S. Ct. at 937; see also Gallo v. Moen Inc.,
813 F.3d 265, 269 (6th Cir.

2016) (“[ W]e should not expect to find lifetime

commitments in time-limited agreements.”) (citing Tackett, 135 S. Ct. at 936).
Furthermore, the court does not belie ve that the phrase, “shall have the
following benefits . . . continued,” is ambiguous when read in its proper context. In
Skinner, the Third Circuit found that

the phrases “shall remain” and “will

continue” were used to refer back to

previous CBAs and thus represented “a

continuation of prior practices and policies,” r ather than any guarantee o

f

unalterable, lifetime benefits. Skinner, 188 F.3d at 143. In its proper context here,
the phrase “shall have the following benef

its . . . continued” relates to th

e

continuation of certain benefits that re tirees had enjoyed during their employment,
such as “Hospital Expense Benefits; Su rgical Expense Benefits; Medical Expense
Benefits; Diagnostic X-Ray & Laboratory Benefits; [and] Prescript

ion Drug

Benefits” (Doc. 97-10, p. 69 of 79), a nd certainly does not guarantee unalterable
benefits “prospectively for the life of the retiree.” Skinner, 188 F.3d at 143. The
section immediately following the retiree continued benefits provision in the 1981
GIP further bolsters this interpretation:

36

Benefits NOT Continued After Retirement
Upon retirement, employees will no lo nger be insured for Accidental
Death and Dismemberment, Survivor Income, Accident and Sickness,
Long Term Disability, Vision Care or Dental Benefits.
(Id.) Accordingly, when read i n its proper context, there app ears to be no textual
support for Plaintiffs’ argument that the phrase, “shall have the following benefit s
. . . continued” is evidence of the parties’ intent to vest health benefits for the life
of the retirees.
Nevertheless, Plaintiffs argue that

the parties’ intent and reasonable

understanding can further be derived from the depos ition testimony of Chris
Castle, York International’s York Plant manager who negotiated and executed the
2000 and 2003 CBAs for the Com

pany, and the 2003 correspondence of Mr.

Castle’s superior, Michael Anderson, York International’s vice president for the
York Plant. (Doc. 102, pp. 36-38 of 43.) However, there is no evidence indicating
that either individual participated in the negotiation or execution of the 1981 CBA,
which describes retiree bene fits differently than

the 2000 and 2003 GIPs.

9

Although Plaintiffs point t o Mr. Cas tle’s testimony that t he 2000 GIP provi ded
benefits “basically in perpetuity” and

“that the retirees would have health care

coverage until they died, ba sically,” (Doc. 102, p. 36 of 43), Plaintiffs must show
9

The 1981 CBA states that “em ployees who retire . . . shall have the following benefits . . .
continued after retirem ent at no cost” while the 2000 and 2003 GIPs provide that “health
insurance is continued until your death.” (Doc. 97-10, p. 69 of 79; Doc. 97-24, p. 10 of 50; Doc.
97-27, p. 12 of 55.)
37

“that the employer intended the welfare benefits to be vested.” Skinner, 188 F.3d at
138-39. It is clear from Mr. Castle’s

deposition, however, that he did not

understand whether the benefits had unalterably vested:
Q. Do you remem ber if there was ever any di scussion about the
company being able to change the benefits for the retirees?
A. I don’t think that - - I thought I was advised at the time we can’t. I
don’t know if we can’t m eant that it would cause them to lock up and
us not to get to where we want to, or because we had some contractual
obligation or som e other obli gation that prevented us from changing
them. But it was just never something that we would go after or chose
to. I can’t make the differentiation between whether that was policy or
because of the contract itself.
(Doc. 96-17, at 47: 7-19). Mr. Castle’s lack of understanding on the cri tical issue
of vesting thus indi cates that he cannot competently testify as to the Com pany’s
intent. While Plaint iffs also argue that Mr. Castle’s testimony reveals that the
Union was unwilling to negotiate regarding benefits for retirees, such testim ony
would not equate to an intention on th

e part of the Comp any to create an

unalterable vested right t o benefits. (D oc. 102, p. 37 of 43.) Similarly, Mr.
Anderson’s 2003 correspondence speaking of

“lifetime” benefits was sent over

twenty years after the 1981 CBA’s execution and does not indicate an intent to vest
benefits sufficient to overcome the expre ss language of t he governing documents.
(Doc. 97-18; 97-21 , p. 4 of 6.) At best, Plaintif fs’ proffered extrinsic evidence
demonstrates that the Company intended retiree welfare benefits to last for the life

38

of the retiree subject to the CBA’s duration, and not that the Company intended the
benefits to vest “forever unalterabl[y].” Skinner, 188 F.3d at 139.
In conclusion, Plaintiffs concede that no contract provision in the 1981 CBA
clearly and expressly states th at retiree benefits are vested and unalterable, and the
court cannot concl ude that the provi sion continuing medical benefits after
retirement creates an ambiguity. When the CBA and the GIP are read together an d
in their entirety, it is clear that “shall have the following benefits . . . continued” is
not “subject to reasonable alternative interpretations,” Skinner, 188 F.3d at 143, but
instead refers only t o those benefits ca rried over to retirement from employment
and not to an unalterable, lifetime contin uance superseding the general durationa l
clauses specifically applicable to all GI P provisions. While extrinsic evidence may
be used to determine whether a contract is ambiguous, the lack of ambiguity in the
documents precludes Plaintiffs’ extrinsi c evidence from creating an ambiguity
here. Therefore, the court will grant Defendant’s motion for summary judgment as
to Subclass A.
2.

Subclasses C, D, and E

Both Plaintiffs and Defendants m

ove for sum mary judgment as to

Subclasses C, D, and E, for which the CBAs and GIPs in effect from July 1, 1996
to July 30, 2006 apply. In m oving for summary judgm ent as to these subclasses,

39

Plaintiffs rely on la nguage included in the 1996 through 2006 GIPs under t he
heading “Termination of Coverage,” which states as follows:
Your health coverage is continued until your death – unless you request
termination of coverage or you do not make the required contribution for
this Plan. And your dependents’ hea lth coverage will be continued – while
you are living . . . . [Surviving spouses] will remain eligible until the earlier
of death or remarriage.
(Doc. 97-12, pp. 94-95 of 175; Doc. 97-14, pp. 93-94 of 163; Doc. 97-16, p. 81 of
130; Doc. 97-18, p. 81 of 130; Doc. 97-21, pp. 11-12 of 51; Doc. 97-24, pp.10-11
of 50; Doc. 97-27, pp. 12-13

of 55 (em phasis added).) Pl aintiffs argue that t he

italicized language unam biguously establishes that m embers of these subclasses
have a right to vested, uncapped benef its extending beyond the relevant CBA’s
expiration. In support of their ar gument, Plaintiffs note that the

Skinner court

postulated that a CBA phrase providing that retiree benefits “will continue for the
life of the retiree” may indicate an intent

to vest. Defendan ts, on the other hand,

contend that they are entitled to summ ary judgment as to Subclasses C, D, and E
because no language in the pertinent CBAs or GIPs clearly indicates an agreement
that the Company would provide vested lifetime health benefits to retirees, and that
any benefits entitlement expired along with the relevant CBA.
While at first glance the phrase “until your death” appears to be coextensive
with the Third Circuit’s hypothetical phrase “for the life of the retiree,” Skinner,
188 F.3d at 141, the court cannot read t he phrase “until your death” in a vacuum.
40

Rather, the court must interpret the con tract in a manner that gives reasonable
meaning to all of its provisions and gi ves effect to all provisions of the contract.
See 11 Williston on Contracts § 32:5 (4th ed.) (stating that a contract must “be read
as a whole and every part will be read with reference to the whole”). In the context
of collectively-bargained retiree health

benefits, an em ployer’s obligation t o

provide health benefits typically expires when the CBA expires. Tackett, 935 S. Ct.
at 936-37 (“[C] ontractual obligations will cease, in the ordinary course, upon
termination of the bargaining agreement .”) As with Subclass A, each of the CBAs
and GIPs applicable to S ubclasses C, D, and E include d durational clauses wit h
exact expiration dates that have since e

xpired. Read in conjunction with t

he

relevant durational clause, the “unti l death” language must therefore be interpreted
to mean that a retiree is entitled to the benefits provided by the CBA, by way of the
corresponding GIP, for the entire term of the CBA, but that such benefits terminate
in the event of the retiree’s death if it should occur during the term of the CBA.
In Crown Cork & Seal Co., Inc. v. Int’l Assoc. of Machinists and Aerospace
Workers, 501 F.3d 912 (8th Cir.), the Eighth

Circuit addressed nearly identical

language to that at issue here:
Your personal coverage continues until your d eath. Your Dependent
spouse’s coverage continues after your death until the earlier of his or
her death or rem arriage. Your Dependent children’s coverage
continues after your death . . .

41

Id. at 918. While finding that a strong

reservation of rights clause precluded

vesting, the court noted that, even without

the reservation of rights clause, the

above language providing benefits “until death” did not represent “explicit vesting
language.” Id. Likewise, in Cherry v. Auburn Gear, Inc., 441 F.3d 476 (7th Cir.
2006), the Seventh Circuit held that si milar language only provided the retirees
with lifetime health coverage to last during the effective periods of the CBAs under
which they retired. Id. at 482-83. Here, as in

Crown and Cherry, the expressed

durational limits indicate that retiree hea lth benefits were no longer guaranteed
after the CBA’s expiration, but instead were subject to renegotiation.
Indeed, the parties understood that ex

isting retiree health benefits were

subject to modification each time the par ties reconvened to negotiate a new labor
contract, and often t he benefits were, in fact, altered. Together, these GIP to GIP
alterations are evidence of the parties’ custom and practice, establishing that retiree
benefits were not vested but i nstead subject to bargaining with every new CBA.
See John Morrell & Co. v. United Food and Commercial Workers Int’l Union,
AFL-CIO, 37 F.3d 1302, 1307 (8th Cir. 1994) (citation om itted) (“[T]he fact that
modifications were routi nely negotiated is fundamentally inconsistent with the
notion that any retirement health benefits were

ever vested.”) Courts ha ve

reconciled the contract-to-contract nature of collective bargaining with “lifetim e”
language by concluding that the obligation to provide lifetime benefits ended wit h
42

the expiration of the relevant CBA. Cherry, 441 F.3d. at 482; PPG, 236 F. App’x
at 793. As the Seventh Circui t has expl ained, “[t]he problem for the plaintiffs i s
that ‘lifetime’ may be construed as ‘ good for li fe unless revoked or m odified.’”
Vallone v. CAN Fin. Corp., 375 F.3d 623, 633 (7th Cir. 2004) (citation om itted).
The Cherry court, addressing a spousal provi sion nearly identical to t he one at
issue here, similarly concluded:
The retirees argue that the [CBA] is implicitly extended beyond its threeyear term by a clause that provides be nefits for surviving spouses until their
death or remarriage. This provision, ho wever, refers to the eligibility of
individuals to receive benefits under the agreement, not to the duration of the
agreement. Surviving spouses were eligible to receive benefits only so long
as the [CBA] was in place.
Cherry, 441 F.3d at 483 (emphasis added). Here, as in the above cases, language
stating that health coverage is provided until the retirees’ or their spouses’ “death ”
means that the parties negotiated lifetime health coverage to last during the term of
the CBA under which the individual retiree retired.
Relying on Bland v. Fiatallis N.A., Inc., 401 F.3d 779 (7t h Cir. 2005),
Plaintiffs nonetheless argue that, in the ab sence of an express reservation of rights
clause, the “unt il death” language at issu e here is durationa l language indicating
that retiree benefits outlast the

expiration of t he relevant CBA. See id. at 786

(holding that, “in t he absence of a reserv ation of rights clause, we are convinced
(not surprisingly) that . . . ‘lifetime’ is durational, meaning ‘for li fe.’”). However,
the Bland court clarified that “until death” is not the functional equivalent of t he
43

lifetime language before it, which was “stronger and more explicit than language in
comparable cases.” Id. In doing so, the court poi nted to a Fifth Circuit case with
weaker language involving a CBA “sta

ting that retirees were entitled to

comprehensive medical benefits ‘until the death of the retired employee.’”

Id.

(citing Int’l Ass’n of Machinists & Aerospace Workers, Woodworkers Div., AFLCIO v. Masonite Corp., 122 F.3d 228, 233 (5th Cir. 1997) ). The Fifth Circuit, in
turn, found that the

phrase “until death”

benefits, but instead “can be construed

does not autom atically vest lifetim e
either as a li miting or right-grant ing

provision.” Masonite, 122 F.3d at 234-235. Here, in the presence of strict
durational language in the CBAs and incorporated GIPs, the “until death” language
is not a lifetim e guarantee of unalterabl e benefits extending beyond the contract’s
expiration but is instead a li miting provision. The retirees were entitled to benefits
during the term of the applicable CBA, unl ess their death came before the CBA’ s
expiration.
Furthermore, although the CBAs and GIPs applicable to Subclassses C, D,
and E lack an express reservation of rights clause,

10

10

two provisi ons appearing

Plaintiff’s suggest that the 1996 swi tch to two separate GIP booklets—one for active
employees and one for retirees—is s uggestive of the parties’ intent to vest benefits f or retirees.
Specifically, Plaintiffs argue that the omission of reservations of rights langua ge in the retirees’
portion of the split GIP booklet “s hows that the parties d id not inten d that the reservation o f
rights apply to retirees.” (Doc . 102, p. 31 of 43.) However, Tackett and Skinner preclude the
court from inferring a vested benefit in the abse nce of clear and express language demonstrating
the employer’s agreement to provide a lifetime benefit. Here, no such vesting language exists.
44

immediately before and after the dispute d “until death” provision indicate that the
Company retained the power to amend, m odify, or terminate the retirees’ benefits.
Together, the provisions provide tha

t, “[i]n the event [the]

group plan is

terminated, coverage for [retirees ] and [t heir] dependents wil l end immediately,”
but that retirees will retain the option to convert their group insurance policies to
individual health insurance policies. (See Doc. 97-21, pp. 11-12 of 51; Doc. 97-24,
pp. 10-11 of 50; D oc. 97-27, pp. 12-13 of 55.) In addressing nearly identical
language, the Tenth Circuit found t hat the conversion clause, together “with t he
provision stating that insu rance terminates when the policy termin ates, . . .
demonstrates [that the d]efendants had the power to terminate a retiree’s group life
insurance benefit.” Fulghum v. Embarq Corp., 785 F.3d 395, 406-07 (10t h Cir.
2015). Here, as in Fulghum, these provisions indicat e that the Co mpany retained
the power to termin ate benefits, and, as such, any intent to vest benefits would
have rendered the provisions superfluous.
Finally, a review of the ex trinsic evidence in this case further supports t he
court’s interpretation of the relevant contractual language. As discussed in relation
to Subclass A, Mr. Castle did not

know whether the bene fits were unalterably

vested. In addition, although Pl aintiffs argue that Mr. Castle’s testim ony indicates
that the Union refused to negotiate retir ee benefits, a refusal to negotiate by the
Union does not equate with the Com pany’s vesting of lifetime benefits or inability
45

to reserve its right to am end, modify, or terminate benefits. Furtherm ore, any
notion that the Union refused to ne

gotiate is contradicted by the periodic

renegotiation of the GIPs, which necessa

rily required bargaining between the

parties. Indeed, Plai ntiffs concede this point by arguing that these “detrimental
changes to existing retirees’ benefits …

w[ere] part of a broad package of

improvements the Union negot iated” (Doc. 102, p. 41 of 43), thus indicating that
the Union could and di d negotiate retiree benefits. Furthermore, Mr. Anderson’s
July 7, 2003 and July 23, 2003 correspondence 11 referring to “lifetim e” benefits
fail to dist inguish between “lifetime” benefits until the CBA expired or lifetime
benefits extending past CBA expiration. In addition, Mr . Anderson’s references to
early retirement options offered by the Comp any reveal that these options were the
subject of negotiation, a fact reflective of

the parties’ practice to m odify retiree

benefits with every new GIP and incompatible with vested benefits. As a result, the
11

The court is referring to Mr. Anderson’s July 7, 2003 letter (Doc. 96-18) and his July 23, 2003
e-mail (Doc. 96-21). Mr. Anderson’s letter addressed the ongoing 2003 CBA negotiations’
importance to York Plant em ployees. (Doc. 96-18.) The letter references a Com pany proposal
offering an early retirement option that would provide “early pe nsion and lifetime flexchoice
medical benefits” to minimize the negative effects of job reductions on plant employees (id. at p.
4), and urges em ployees to consider the im portance of “retaining a Lifetim e Medical Plan” in a
difficult economy (id). Mr. Anderson’s July 23, 2003 e mail stated that employees “affected by
layoffs due to product moves . . . will receive a com bination of lifetime medical plan and early
pension at an abated amount.” (Doc. 96-21, p. 4 of 6.) The court notes that both the letter and email refer to the Company’s intent to move employees from their current UAW benefit plan to a
FlexChoice benefit plan, the latter of which was “a lower cost plan to the Company.” (Doc. 9718, p. 3-4; Doc. 97-21 , p. 4.) Thus, the em ail and letter refl ect the Company’s concern with the
“administration and increase [in] the cost of [t hose] plans,” which was the m otivating factor
behind Congress’s rejection of the autom atic vesting of welfare benef its. Skinner, 188 F.3d at
138.
46

court finds that reading Plaintiffs’ cum ulative extrinsic evidence in their suggested
light would result in finding implied terms inconsistent with the CBAs’ and GIPs’
express terms and would create an ambiguity where none exists.
In conclusion, the CBAs and GIPs have explicit durational clauses providing
the exact date and time wh en those documents ceased to be in effect, as well as
additional language contemplating the termination of retiree health benefits. In the
face of these provisions, th e “until death” language doe s not constitute clear and
express vesting language sufficient to overcome the durational provisions. Because
Tackett instructs that such durational language must be given effect, the court finds
that the CBAs and GIPs governing Subc lasses C, D, and E did not prom ise any
benefits beyond the expiration of the releva nt contract. Plaintiffs vesting claims
thus fail, and summary judgment will be entered in favor of Defendants as to these
Subclasses.
3.

Subclasses B and F

Defendants have m oved for summary ju dgment as to Subclasses B an d F,
arguing that, in addit ion to lacking clear and express vesting la nguage beyond the
expiration of the rel evant CBA, the reserv ation of ri ghts clauses contained in t he
applicable plan documents foreclose any claim of vesting. (Doc. 99, pp. 26-27, 3435 of 49; Doc. 108, pp. 14-16 of 60.) Wh

ile Plaintiffs do not dispute that the

documents contain reservation of rights clauses, they argue that the Union strongl y
47

objected to the inclusion of t he language within the plan documents and, therefore,
the provisions are not a valid part of the plan. (Doc. 102, pp. 31-33 of 43.)
The plan docum ents governing Subclasses B and F contained express
reservations of rights language. The 1984, 1987, 1990, and 1993 GIPs governing
Subclass B granted the Com

pany “the ri ght to modify, amend, suspend or

terminate [the plans] at any time.” (Doc . 97-12, p. 162 of 175; Doc. 97-14, pp.
150-51 of 163; Doc. 97-16, p. 122 of 130; Doc. 97-18, p. 122 of 130.) The 2006
GIP governing Subclass F assigned the Com pany the “right to amend or terminate
the benefits program or any portion of it at any time.” (Doc. 97-28, pp. 3, 105 of
108.) This language is nearly identical to
found to preclude any claim of vesti
Corp., 18 F.3d 1034, 1038 (3d Cir.

language which the Third Circuit has

ng. See Schoonejongen v. Curtiss-Wright
1994) (finding no vesting where plan

documents stated that “the Comp any reserves the right at any time and from time
to time to modify or amend, in whole or in part, any or all provisions of the plan”).
Indeed, Plaintiffs do not dispute that such language constitutes the type of
reservations of rights clause that forecloses any claim of vesting. Instead, Plaintiffs
argue that the reservation of right s clauses should not be considered part of t he
retiree benefit plans because the cl auses were never negotiated by the parties .
(Doc. 102, p. 31-32 of 43.) In

support of their argum ent, Plaintiffs point to the

testimony of Richard Sindlinger, a Union negotiator from 1973 to 2004, and Blaine
48

Cunningham, a Union negoti ator from 1986 to 2006. Si ndlinger testified, in
pertinent part, that the reservation of ri ghts clauses were never part of the GIPs but
were instead part of “a document the co

mpany wanted to put in this bookle t

because of ERISA. This was not negotiated be tween the parties. It was n ot part of
the actual plan.” (Doc. 103-3, p. 24 of 52. ) Cunningham similarly testified that the
parties did not negotiate the Subclass F rese rvation clauses. (Doc. 103-6, p. 23 of
24.) Plaintiff’s arguments are unavailing.
The inclusion of a reservation of ri ghts clause in every GIP booklet from
1984 to 2006 indic ates a deliberate choi ce to not only include but

renew the

provision with each new CBA. In fact, Sindlinger testified that the Union allowed
the section to go into the bookl et. (Doc. 103-3, p. 24 of 52.) While he now states
that it was onl y included as a “good-faith

bargaining” tactic and to save the

Company the additional cost of printing a separate booklet (id. at pp. 25, 28 of 52),
the Union never objected to its inclusion t hrough a grievance or lawsuit. Plaintiffs’
belated objection now, decades after the f act, undermines their posit ion and runs
contrary to fundamental princ iples of cont ract law. Indeed, in cases such as this
where there is an unam biguous reservation of rights clause contained i n the plan
documents, it is inappropriate to resort to extrinsic evidence at all. See Skinner, 188
F.3d at 145-46 (refusing t

o consider ex trinsic evidence re garding the union

members’ belief that the parties’ past

practices trumped contract language); see
49

also Maytag Corp. v. UAW Local 997, 687 F.3d 1076, 1086 (8t h Cir. 2012)
(“When the applicable [plan document] . . . ‘explicitly reserves the right to m odify
the retiree medical benefit plan at any time,’ beneficiaries ‘have not met the burden
of proving vesting language,’ and extri nsic evidence may not be considered.”)
(citation omitted). Instead, the reserv ation of rights clause prevails.

See In re

Unisys Corp., 58 F.3d at 903-04 (stating t hat if a “reservations of rights [clause] is
broad and unequivocal, it will prevail over a promise of lifetime benefits.”)
In conclusion, the reservation of rights language applicable to Subclasses B
and F is clear and unambiguous, and forecloses any notion of vesting. As such, any
testimony regarding the Union’s alleged resistance to the inclusion of the language
is irrelevant. Thus, the court will gran t Defendants’ motion for summary judgment
as to Subclasses B and F.
V.

Conclusion
For the reasons set forth above, th e court will deny Plaintiffs’ m otion to

strike and grant Defendant’s motion for summary judgment as to all Subclasses.
An appropriate order will issue.

s/Sylvia H. Rambo
United States District Judge
Dated: March 31, 2016

50