Carroll v. Blue Cross ( 1994 )

UNITED STATES COURT OF APPEALS
FOR THE FIRST CIRCUIT
No. 94-1336
ANNA CARROLL, ET AL.,
Plaintiffs - Appellees,
v.
BLUE CROSS/BLUE SHIELD OF MASSACHUSETTS,
Defendant - Appellant.
ERRATA SHEET
The opinion of this court issued on September 2, 1994, not
for publication, is amended as follows:
The cover sheet should read: "Lisa M. Fleming, with whom
Laura Panos, was on brief for appellant." The names of the other
attorneys listed on brief for appellant should be deleted.
[NOT FOR PUBLICATION]
UNITED STATES COURT OF APPEALS
FOR THE FIRST CIRCUIT
No. 94-1336
ANNA CARROLL, ET AL.,
Plaintiffs - Appellees,
v.
BLUE CROSS/BLUE SHIELD OF MASSACHUSETTS,
Defendant - Appellant.
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETTS
[Hon. Robert E. Keeton, U.S. District Judge]
Before
Selya and Cyr, Circuit Judges,
and Zobel,* District Judge.
Lisa M. Fleming, with whom Laura Panos were on brief for
appellant.
Stephen M. Perry, with whom Thomas J. Walsh, Robert M.
Mendillo and Casner & Edwards were on brief for appellees.
September 2, 1994
* Of the District of Massachusetts, sitting by designation.
Per Curiam. Appellant Blue Cross Blue Shield of
Massachusetts, Inc. (the "Company") in 1991 had promulgated an
Organizational Change Policy (the "Policy") pursuant to which
employees were to receive severance benefits when their positions
were eliminated under defined circumstances. In 1992, the
Company entered into an information systems and services
outsourcing agreement with Electronic Data Services, Inc.
("EDS"). Pursuant to that agreement appellees who had performed
information services work as Company employees became employed by
EDS. They claimed severance benefits under the Policy above.
We agree with the district court's determination that
the Company's Policy excluded only internal transfers from its
severance benefit provisions. Appellant concedes that the
"transfers" at issue were not internal transfers. The Policy's
unambiguous language provided for severance benefits to employees
terminated from their positions at the Company, even if those
same employees obtained immediate employment elsewhere.
Accordingly, appellees are entitled to the benefits for which
they sued; there was no need for the court to consider extrinsic
evidence to ascertain the parties' intent.
Appellant's reliance on our recent decision in Allen v.
Adage, Inc., 967 F.2d 695 (1st Cir. 1992), is misplaced. Allen
held that in the absence of ambiguity, the language of the plan
determines employee eligibility for benefits. See id. at 701;
Bellino v. Schlumberger Technologies, 944 F.2d 26, 29-30 (1st
Cir. 1991). It did not hold that outsourcing agreements such as
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the one at bar shall never entitle employees to severance
benefits. See Allen, 967 F.2d at 700-01; Bellino, 944 F.2d at
30.
The Company's remaining arguments concern the district
court's measure of damages. The Policy itself defined the proper
measure of damages, thus such payments are not punitive and
neither offset nor integration is required. Had appellant
intended severance payments to be offset by money or benefits its
former employees earned elsewhere, it need merely have said as
much in the Policy.
Affirmed.
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