M&G Polymers United States, LLC v. Tackett
M&G Polymers United States, LLC v. Tackett
Opinion
This case arises out of a disagreement between a group of retired employees and their former employer about the meaning of certain expired collective-bargaining agreements. The retirees (and their former union) claim that these agreements created a right to lifetime contribution-free health care benefits for retirees, their surviving spouses, and their dependents. The employer, for its part, claims that those provisions terminated when the agreements expired. The United States Court of Appeals for the Sixth Circuit sided with the retirees, relying on its conclusion in
International Union, United Auto., Aerospace, & Agricultural Implement Workers of Am. v. Yard-Man, Inc.,
I
A
Respondents Hobert Freel Tackett, Woodrow K. Pyles, and Harlan B. Conley worked at (and retired from) the Point Pleasant Polyester Plant in Apple Grove, West Virginia (hereinafter referred to as the Plant). During their employment, respondent United Steel, Paper and Forestry, *931 Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO-CLC, or its predecessor unions (hereinafter referred to as the Union), represented them in collective bargaining. Tackett and Pyles retired in 1996, and Conley retired in 1998. They represent a class of retired employees from the Plant, along with their surviving spouses and other dependents. Petitioner M & G Polymers USA, LLC, is the current owner of the Plant.
When M & G purchased the Plant in 2000, it entered a master collective-bargaining agreement and a Pension, Insurance, and Service Award Agreement (P & I agreement) with the Union, generally similar to agreements the Union had negotiated with M & G's predecessor. The P & I agreement provided for retiree health care benefits as follows:
"Employees who retire on or after January 1, 1996 and who are eligible for and receiving a monthly pension under the 1993 Pension Plan ... whose full years of attained age and full years of attained continuous service ... at the time of retirement equals 95 or more points will receive a full Company contribution towards the cost of [health care] benefits described in this Exhibit B-1.... Employees who have less than 95 points at the time of retirement will receive a reduced Company contribution. The Company contribution will be reduced by 2% for every point less than 95. Employees will be required to pay the balance of the health care contribution, as estimated by the Company annually in advance, for the [health care] benefits described in this Exhibit B-1. Failure to pay the required medical contribution will result in cancellation of coverage." App. 415-416.
Exhibit B-1, which described the health care benefits at issue, opened with the following durational clause: "Effective January 1, 1998, and for the duration of this Agreement thereafter, the Employer will provide the following program of hospital benefits, hospital-medical benefits, surgical benefits and prescription drug benefits for eligible employees and their dependents...." Id., at 377-378 (emphasis deleted). The P & I agreement provided for renegotiation of its terms in three years. 1
B
In December 2006, M & G announced that it would begin requiring retirees to contribute to the cost of their health care benefits. Respondent retirees, on behalf of themselves and others similarly situated, sued M & G and related entities, alleging that the decision to require these contributions breached both the collective-bargaining agreement and the P & I agreement, in violation of § 301 of the Labor Management Relations Act, 1947 (LMRA) and § 502(a)(1)(B) of the Employee Retirement Income Security Act of 1974 (ERISA),
The District Court dismissed the complaint for failure to state a claim.
The Court of Appeals reversed based on the reasoning of its earlier decision in
Yard-Man
.
Applying the
Yard-Man
inferences on review of the District Court's dismissal of the action, the Court of Appeals concluded that the retirees had stated a plausible claim.
Tackett I,
On remand, the District Court conducted a bench trial and ruled in favor of the retirees. It declined to revisit the question whether the P & I agreement created a vested right to retiree benefits, concluding that the Court of Appeals had definitively resolved that issue. It then issued a permanent injunction ordering M & G to reinstate contribution-free health care benefits for the individual respondents and similarly situated retirees.
The Court of Appeals affirmed, concluding that, although the District Court had erred in treating
Tackett I
as a conclusive resolution of the meaning of the P & I agreement, it had not erred in "presum[ing]" that, "in the absence of extrinsic evidence to the contrary, the agreements indicated an intent to vest lifetime contribution-free benefits."
We granted certiorari, 572 U.S. ----,
*933 II
This case is about the interpretation of collective-bargaining agreements that define rights to welfare benefits plans. The LMRA grants federal courts jurisdiction to resolve disputes between employers and labor unions about collective-bargaining agreements.
ERISA treats these two types of plans differently. Although ERISA imposes elaborate minimum funding and vesting standards for pension plans, §§ 1053, 1082, 1083, 1084, it explicitly exempts welfare benefits plans from those rules, §§ 1051(1), 1081(a)(1). Welfare benefits plans must be "established and maintained pursuant to a written instrument," § 1102(a)(1), but "[e]mployers or other plan sponsors are generally free under ERISA, for any reason at any time, to adopt, modify, or terminate welfare plans,"
Curtiss-Wright Corp. v. Schoonejongen,
We interpret collective-bargaining agreements, including those establishing ERISA plans, according to ordinary principles of contract law, at least when those principles are not inconsistent with federal labor policy. See
Textile Workers v. Lincoln Mills of Ala.,
III
A
1
The Court of Appeals has long insisted that its
Yard-Man
inferences are drawn
*934
from ordinary contract law. In
Yard-Man
itself, the court purported to apply "traditional rules for contractual interpretation."
The court then purported to apply the rule that contracts should be interpreted to avoid illusory promises. It noted that the retiree insurance provisions "contain[ed] a promise that the company will pay an early retiree's insurance upon such retiree reaching age 65 but that the retiree must bear the cost of company insurance until that time."
Id., at 1481. Employees could retire at age 55, but the agreement containing this promise applied only for a 3-year term.
Ibid.
Thus, retirees between the ages of 55 and 62 would not turn 65 and become eligible for the company contribution before the 3-year agreement expired. In light of this fact, the court reasoned that the promise would be "completely illusory for many early retirees under age 62" if the retiree benefits terminated when the contract expired.
Finally, the court turned to "the context" of labor negotiations.
Id., at 1482. It observed that "[b]enefits for retirees are ... not mandatory subjects of collective bargaining" and that "employees are presumably aware that the union owes no obligation to bargain for continued benefits for retirees."
Ibid.
Based on these observations, the court concluded that "it is unlikely that such benefits ... would be left to the contingencies of future negotiations."
Although the contract included a general durational clause-meaning that the contract itself would expire at a set time-the court concluded that these contextual clues "outweigh[ed] any contrary implications derived from a routine duration clause." Id., at 1483.
2
Two years after
Yard-Man,
the court took this analysis even further. In a dispute between retirees and a steel company over retiree health insurance benefits, it construed the language "will continue to provide at its expense, supplemental medicare and major medical benefits for Pensioners aged 65 and over" to "
unambiguously
confe[r]" lifetime benefits.
Policy v. Powell Pressed Steel Co.,
The Court of Appeals has continued to extend the reasoning of
Yard-Man
. Relying on
Yard-Man
's statement that context considerations outweigh the effect of a general termination clause, it has concluded that, " '[a]bsent specific durational language referring to retiree benefits themselves,' a general durational clause
says nothing
about the vesting of retiree benefits."
Noe v. PolyOne Corp.,
B
We disagree with the Court of Appeals' assessment that the inferences applied in Yard-Man and its progeny represent ordinary principles of contract law.
As an initial matter,
Yard-Man
violates ordinary contract principles by placing a thumb on the scale in favor of vested retiree benefits in all collective-bargaining agreements. That rule has no basis in ordinary principles of contract law. And it distorts the attempt "to ascertain the intention of
the parties.
" 11 Williston § 30:2, at 18(emphasis added); see also
Stolt-Nielsen,
And the Court of Appeals derived its assessment of likely behavior not from record evidence, but instead from its own suppositions about the intentions of employees, unions, and employers negotiating retiree benefits. See
Yard-Man,
*936 Because the Court of Appeals did not ground its Yard-Man inferences in any record evidence, it is unsurprising that the inferences rest on a shaky factual foundation. For example, Yard-Man relied in part on the premise that retiree health care benefits are not subjects of mandatory collective bargaining. Parties, however, can and do voluntarily agree to make retiree benefits a subject of mandatory collective bargaining. Indeed, the employer and union in this case entered such an agreement in 2001. App. 435-436. Yard-Man also relied on the premise that retiree benefits are a form of deferred compensation, but that characterization is contrary to Congress' determination otherwise. In ERISA, Congress specifically defined plans that "resul[t] in a deferral of income by employees" as pension plans, § 1002(2)(A)(ii), and plans that offer medical benefits as welfare plans, § 1002(1)(A). Thus, retiree health care benefits are not a form of deferred compensation.
Further compounding this error, the Court of Appeals has refused to apply general durational clauses to provisions governing retiree benefits. Having inferred that parties would not leave retiree benefits to the contingencies of future negotiations, and that retiree benefits generally last as long as the recipient remains a retiree, the court in
Yard-Man
explicitly concluded that these inferences "outweigh[ed] any contrary implications derived from a routine duration clause terminating the agreement generally."
Perhaps tugged by these inferences, the Court of Appeals misapplied other traditional principles of contract law, including the illusory promises doctrine. That doctrine instructs courts to avoid constructions of contracts that would render promises illusory because such promises cannot serve as consideration for a contract. See 3 Williston § 7:7 (4th ed. 2008). But the Court of Appeals construed provisions that admittedly benefited some class of retirees as "illusory" merely because they did not equally benefit all retirees. See Yard-Man, supra, at 1480-1481. That interpretation is a contradiction in terms-a promise that is "partly " illusory is by definition not illusory. If it benefits some class of retirees, then it may serve as consideration for the union's promises. And the court's interpretation is particularly inappropriate in the context of collective-bargaining agreements, which are negotiated on behalf of a broad category of individuals and consequently will often include provisions inapplicable to some category of employees.
The Court of Appeals also failed even to consider the traditional principle that courts should not construe ambiguous writings to create lifetime promises. See 3 A. Corbin, Corbin on Contracts § 553, p. 216 (1960) (explaining that contracts that are silent as to their duration will ordinarily be treated not as "operative in perpetuity" but as "operative for a reasonable time" (internal quotation marks omitted)). The court recognized that "traditional rules of contractual interpretation require a clear manifestation of intent before conferring a benefit or obligation," but asserted that "the duration of the benefit once clearly conferred is [not] subject to this
*937
stricture."
Yard-Man, supra, at 1481, n. 2. In stark contrast to this assertion, however, the court later applied that very stricture to noncollectively bargained contracts offering retiree benefits. See
Sprague v. General Motors Corp.,
Similarly, the Court of Appeals failed to consider the traditional principle that "contractual obligations will cease, in the ordinary course, upon termination of the bargaining agreement."
Litton Financial Printing Div., Litton Business Systems, Inc. v. NLRB,
C
There is no doubt that
Yard-Man
and its progeny affected the outcome here. As in its previous decisions, the Court of Appeals here cited the "context of ... labor-management negotiations" and reasoned that the Union likely would not have agreed to language ensuring its members a "full Company contribution" if the company could change the level of that contribution.
Tackett I,
We reject the
Yard-Man
inferences as inconsistent with ordinary principles of contract law. But because "[t]his Court is one of final review, not of first view,"
Ford Motor Co. v. United States,
571 U.S. ----, ----,
It is so ordered.
Justice GINSBURG, with whom Justice BREYER, Justice SOTOMAYOR, and Justice KAGANjoin, concurring.
Today's decision rightly holds that courts must apply ordinary contract principles, shorn of presumptions, to determine whether retiree health-care benefits survive the expiration of a collective-bargaining agreement. Under the "cardinal principle" of contract interpretation, "the intention of the parties, to be gathered from the whole instrument, must prevail." 11 R. Lord, Williston on Contracts § 30:2, p. 27 (4th ed. 2012)(Williston). To determine what the contracting parties intended, a court must examine the entire agreement in light of relevant industry-specific
*938
"customs, practices, usages, and terminology."
Contrary to M & G's assertion, Brief for Petitioner 25, no rule requires "clear and express" language in order to show that parties intended health-care benefits to vest. "[C]onstraints upon the employer after the expiration date of a collective-bargaining agreement," we have observed, may be derived from the agreement's "explicit terms," but they "may arise as well from ... implied terms of the expired agreement."
Litton Financial Printing Div., Litton Business Systems, Inc. v. NLRB,
On remand, the Court of Appeals should examine the entire agreement to determine whether the parties intended retiree health-care benefits to vest. 11 Williston § 30:4, at 55-57. Because the retirees have a vested, lifetime right to a monthly pension, App. 366, a provision stating that retirees "will receive" health-care benefits if they are "receiving a monthly pension" is relevant to this examination.
Id
., at 415. So is a "survivor benefits" clause instructing that if a retiree dies, her surviving spouse will "continue to receive [the retiree's health-care] benefits ... until death or remarriage."
Id
., at 417. If, after considering all relevant contractual language in light of industry practices, the Court of Appeals concludes that the contract is ambiguous, it may turn to extrinsic evidence-for example, the parties' bargaining history. The Court of Appeals, however, must conduct the foregoing inspection without
Yard-Man
's "thumb on the scale in favor of vested retiree benefits."
Ante,
at 935; see
International Union, United Auto., Aerospace, & Agricultural Implement Workers of Am. v. Yard-Man, Inc.,
Because I understand the Court's opinion to be consistent with these basic rules of contract interpretation, I join it.
In accordance with this provision, M & G and the Union began bargaining anew in 2003, ultimately reaching a new agreement in 2005. The provisions of the existing agreements remained in effect during the course of those negotiations. See App. to Pet. for Cert. 25, n. 1.
The Union was a plaintiff in the suit and is a respondent here. For ease of reference, we refer to the respondents collectively as "the retirees."
Reference
- Full Case Name
- M & G POLYMERS USA, LLC, Et Al., Petitioners v. Hobert Freel TACKETT Et Al.
- Cited By
- 178 cases
- Status
- Published