William Grove, Sr. v. Johnson Controls Inc ( 2017 )


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  •                                                               NOT PRECEDENTIAL
    UNITED STATES COURT OF APPEALS
    FOR THE THIRD CIRCUIT
    No. 16-2178
    WILLIAM GROVE, SR.; VIRGINIA B. GROVE;
    SANDRA PALMIERI; MICHAEL G. FUHRMAN;
    WILLIAM WINTER; PRESTON HIMES; EDWARD MYERS;
    FLOYD MITZEL; MAURICE KEFAUVER, III; HAROLD G. LUCKENBAUGH;
    WILLIAM C. BARRETT; LARRY LEHMAN; GERALD A. YOUNG;
    JOHN C. DOUGLASS; INTERNATIONAL UNION UNITED AUTOMOBILE,
    AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA,
    Appellants
    v.
    JOHNSON CONTROLS, INC.; JOHNSON CONTROLS, INC.
    UNION RETIREE WELFARE PLAN (PLAN 570); JOHNSON CONTROLS, INC.
    UNION WELFARE PLAN (PLAN 565); DOES 1 through 20
    ____________________________________
    On Appeal from the United States District Court
    for the Middle District of Pennsylvania
    (D.C. Civil Action No. 1-12-cv-02622)
    District Judge: Honorable Sylvia H. Rambo
    ____________________________________
    Submitted Under Third Circuit L.A.R. 34.1(a)
    on Tuesday, June 13, 2017
    Before: JORDAN and KRAUSE, Circuit Judges, and STEARNS, District Judge. *
    (Opinion filed: June 15, 2017)
    *
    The Honorable Richard G. Stearns, United States District Judge for the District
    of Massachusetts, sitting by designation.
    OPINION **
    KRAUSE, Circuit Judge.
    Before this Court is an appeal from the District Court’s grant of summary
    judgment in favor of Appellee Johnson Controls, Inc., on claims that Johnson Controls
    violated the Labor Management Relations Act and owes Appellants health insurance
    benefits under the Employee Retirement Income Security Act. For the reasons that
    follow, we will affirm.
    I.     Background
    Appellants in this case are retired Johnson Controls employees with retirement
    dates dating back to 1977, 1 and they are joined by their former union, the International
    Union United Automobile, Aerospace and Agricultural Implement Workers of America
    (“the Union”). While working for Johnson Controls, Appellants were subject to and
    received the benefits of the Union’s collective bargaining agreements, which the Union,
    **
    This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7
    does not constitute binding precedent.
    1
    To be exact, some Appellants worked for Johnson Controls’ predecessor
    companies, but Johnson Controls is now the plan sponsor and fiduciary with respect to
    the health insurance benefit plans at issue in this case, so we treat all Appellants as
    Johnson Controls’ former employees. For purposes of this appeal, we refer to Appellees
    collectively as “Johnson Controls,” recognizing that Johnson Controls’ welfare plans and
    unnamed affiliated individuals are also Appellees in this case.
    2
    on their behalf, had negotiated with Johnson Controls every few years since 1973. Each
    of these agreements had a “Duration and Termination” clause specifying the agreement’s
    expiration date. See, e.g., J.A. 987-88.
    Beginning in 1975, each collective bargaining agreement also addressed health
    insurance benefits for both active and retired Johnson Controls employees through a
    separate Group Insurance Program booklet, which was incorporated into the agreement
    by reference and was expressly made subject to “all provisions of [the] Agreement.” See,
    e.g., J.A. 1110. The Group Insurance Program booklets issued between 1975 and 2006
    imposed no lifetime cap on overall benefits payable, and the booklet issued in 2006
    imposed a $500,000 lifetime cap.
    Things changed in late 2009, when, as the 2006 collective bargaining agreement
    was expiring, Johnson Controls informed Appellants that, effective January 1, 2010, and
    with respect to services and prescriptions on or after that date, it would cap health
    insurance benefits at $50,000 for all Appellants over age sixty-five. Appellants who
    reached the $50,000 lifetime limit on post-2009 benefits still remained eligible, however,
    for government-provided health insurance benefits through Medicare, which Johnson
    Controls specified would not count toward the cap on post-2009 benefits.
    In response, Appellants and the Union sued Johnson Controls, claiming that the
    new cap violated contracts between a union and an employer under the Labor
    Management Relations Act, 
    29 U.S.C. § 185
    , and seeking to enforce their rights under a
    benefit plan pursuant to the Employee Retirement Income Security Act (“ERISA”),
    3
    
    29 U.S.C. § 1132
    (a)(1)(B). 2 Appellants moved for class certification, and the District
    Court certified a class of retirees divided into six subclasses, A through F, based on the
    years in which the subclass members retired and the collective bargaining agreements
    applicable to those members. After discovery, the District Court carefully analyzed the
    issues relevant to each subclass and issued a thorough and thoughtful decision, granting
    summary judgment to Johnson Controls on the ground that Appellants and the Union
    could not establish by a preponderance of the evidence that Johnson Controls intended
    for Appellants’ employee health insurance benefits to vest, i.e., to be guaranteed for the
    rest of a beneficiary’s lifetime, and thus no unlawful conduct had occurred. This appeal
    followed.
    II.    Standard of Review 3
    We review the District Court’s grant of summary judgment de novo. See Faush v.
    Tuesday Morning, Inc., 
    808 F.3d 208
    , 215 (3d Cir. 2015). Summary judgment is
    appropriate where the moving party has established that “there is no genuine dispute as to
    any material fact” and, viewing the facts in the light most favorable to the non-moving
    party, “the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a);
    Moore v. City of Phila., 
    461 F.3d 331
    , 340 (3d Cir. 2006).
    2
    Although the retirees and the Union also claimed breach of fiduciary duty under
    ERISA §§ 404 and 502(a)(3), 
    29 U.S.C. §§ 1104
    , 1132(a)(3), they later withdrew that
    claim, and thus it is not before us on appeal.
    3
    The District Court had subject-matter jurisdiction pursuant to 
    28 U.S.C. § 1331
    and 
    29 U.S.C. §§ 185
    (c) and 1132(e). We have jurisdiction pursuant to 
    28 U.S.C. § 1291
    .
    4
    III.   Discussion
    On appeal, Appellants challenge the District Court’s conclusion that Appellants
    could not establish vesting, contending (1) that our Court’s previous test for whether
    health insurance benefits have vested, which the District Court applied in its opinion, did
    not survive the Supreme Court’s recent decision in M & G Polymers USA, LLC v.
    Tackett, 
    135 S. Ct. 926
     (2015); (2) that language in the Group Insurance Program
    booklets showed Johnson Controls intended Appellants’ health insurance benefits to vest;
    and (3) that the District Court erred in its assessment of Appellants’ extrinsic evidence.
    We address each of Appellants’ arguments below.
    1.     Applicable Standard
    Health insurance benefits under ERISA do not automatically vest, and, nearly two
    decades ago, we wrote in UAW v. Skinner Engine Co. that any commitment for health
    insurance benefits to vest must “be stated in clear and express language.” 
    188 F.3d 130
    ,
    139 (3d Cir. 1999). Appellants argue that, to the extent Skinner’s “clear and express
    language” requirement differs from traditional rules of contractual interpretation, Skinner
    was overruled by the Supreme Court’s 2015 decision in Tackett, which focused on the
    application of “ordinary principles of contract law” to evaluate whether benefits had
    vested, see 
    135 S. Ct. at 930, 933, 937
    , and where a plurality of the Court in concurrence
    explicitly rejected a “‘clear and express’ language” requirement for vesting, see 
    id. at 938
    (Ginsburg, J., concurring).
    5
    Reading Skinner carefully, it is arguably consistent with, rather than at odds with,
    Tackett. As the District Court observed, even while concluding that the “clear and
    express language” requirement remains binding in this Circuit, Skinner in fact “relied on
    traditional rules of contract construction” to determine the meaning of a collective
    bargaining agreement, and, moreover, this Court has not applied the “clear and express”
    language requirement “as a bright-line rule that would suspend all discussion of
    traditional principles of contract interpretation.” Grove v. Johnson Controls, Inc., 
    176 F. Supp. 3d 455
    , 470-71 (M.D. Pa. 2016). The District Court’s observations appear well
    founded. Indeed, in Skinner, we expressly stated that “traditional rules of contract
    construction apply when not inconsistent with federal labor law” and, thus, that “[w]here
    the contract is clear and unambiguous, a court must determine its meaning as a matter of
    law.” Skinner, 
    188 F.3d at 138
    .
    Nonetheless, we need not resolve today whether Skinner’s “clear and express
    language” requirement is distinct from the application of “ordinary principles of contract
    law,” Tackett, 
    135 S. Ct. at 930
     (majority opinion), or, if it is, whether it survives Tackett.
    In this case, even applying “ordinary principles of contract law,” 
    id.,
     we conclude, for the
    reasons discussed below, that the District Court correctly determined that the benefits in
    question were guaranteed only for the duration of the relevant collective bargaining
    agreement.
    6
    2.     Contractual Language
    We begin with the “rule that contractual provisions ordinarily should be enforced
    as written,” which “is especially appropriate when enforcing an ERISA welfare benefits
    plan.” 
    Id. at 933
     (brackets and internal quotation marks omitted). Because of the
    differences between the various collective bargaining agreements and Group Insurance
    Program booklets in this case, we analyze subclass A separately from subclasses B
    though F.
    Subclass A. Appellants in subclass A retired between 1977 and 1984, and were
    subject to the 1975, 1978, and 1981 collective bargaining agreements and Group
    Insurance Program booklets. The applicable booklets provided that, in retirement,
    Appellants in subclass A would “continue to be insured,” J.A. 1029-30, 1165, or would
    “have [their] benefits . . . continued,” J.A. 1316. Appellants contend this language at
    least creates ambiguity as to whether the parties intended health insurance benefits for
    Appellants in subclass A to vest.
    We disagree with this contention, for the application of ordinary rules of contract
    interpretation removes any ambiguity as to vesting. The booklets containing the phrases
    in question were incorporated into collective bargaining agreements, and those
    agreements, of course, included durational clauses with exact expiration dates. We must
    accordingly read the phrases about “contin[uing]” benefits in combination with the
    collective bargaining agreements “as a harmonious whole,” Engelhard Corp. v. NLRB,
    
    437 F.3d 374
    , 381 (3d Cir. 2006); accord 11 Richard A. Lord & Samuel Williston,
    7
    Williston on Contracts § 32:5 (4th ed. 1993 & Supp. 2017), and we must adhere to “the
    traditional principle that contractual obligations will cease, in the ordinary course, upon
    termination of the bargaining agreement,” Tackett, 
    135 S. Ct. at 937
     (internal quotation
    marks omitted); see Litton Fin. Printing Div. v. NLRB, 
    501 U.S. 190
    , 207 (1991). These
    principles compel us to hold that the subclass A members’ benefits did not vest and that
    any obligations on Johnson Controls’ part terminated with the expiration of the collective
    bargaining agreements, for “the specific” clause regarding the agreements’ termination
    dates “controls the general” clause regarding continuation of benefits. In re Cendant
    Corp. Sec. Litig., 
    454 F.3d 235
    , 246 (3d Cir. 2006); accord 11 Lord & Williston, supra,
    §§ 32:10, 32:15. We conclude, therefore, that the District Court correctly interpreted
    “continue” and “continued” to be effective only “until the applicable [collective
    bargaining agreement] expires” for Appellants in subclass A, Grove, 176 F. Supp. 3d at
    473, and that the phrases about “contin[uing]” benefits do not create ambiguity as to
    whether the parties intended benefits to vest. 4
    Subclasses B Through F. The Group Insurance Program booklets for subclasses B
    through F had different language, providing that coverage would be continued “until [an
    Appellant’s] death,” J.A. 1442, 1607, 1764, 1912, 2125, 2335, 2505, or that coverage
    4
    We are not insensitive to the frustration that the Appellants must feel in being
    told that, while the booklets they were given to describe their benefits said something
    they may have thought amounted to a promise of unalterable benefits, elsewhere, in a
    thicket of legal language in the collective bargaining agreements, the meaning actually
    conveyed in the booklets became something different. But we are not free to disregard
    our own precedent, which requires us to look to the contract as a whole, not particular
    phrases in isolation. See Engelhard Corp., 
    437 F.3d at 381
    .
    8
    would end “on the date of [an Appellant’s] death,” J.A. 2694. Appellants contend that
    this language is durational in nature and should therefore supersede any durational
    provisions in the collective bargaining agreements. Their contention has two flaws: first,
    even when read in isolation from the collective bargaining agreements’ durational
    provisions and the Group Insurance Program booklets’ reservation of rights provisions,
    the phrases referring to a retiree’s “death” are not necessarily durational in nature;
    second, when read in parallel with other provisions, those phrases do not supersede
    Johnson Controls’ ability to “adopt, modify, or terminate” Appellants’ health insurance
    benefits, Tackett, 
    135 S. Ct. at 933
     (quoting Curtiss-Wright Corp. v. Schoonejongen, 
    514 U.S. 73
    , 78 (1995)).
    We first consider the phrases at issue in their immediate context. Even
    considering the phrases “until . . . death” or “on the date of . . . death” alone, it is not clear
    that these phrases are durational in nature, for they reasonably may be interpreted simply
    as eligibility provisions, indicating the period of time during which an Appellant is
    eligible for retiree health insurance benefits. Read this way, they merely provide that an
    Appellant is eligible to receive benefits “until . . . death” during the term of the collective
    bargaining agreement, but is no longer eligible for benefits if he dies before the collective
    bargaining agreement expires.
    The eligibility-based interpretation of the phrases “until . . . death” and “on the
    date of . . . death” is made more reasonable when read in context with the provisions
    immediately after them. Those provisions apply to an Appellant’s dependents, use
    9
    similar language, and are clearly eligibility provisions: during an Appellant’s life, his
    dependents’ health insurance benefits will continue until the dependents no longer qualify
    as “eligible” dependents; after an Appellant’s death, his spouse will remain “eligible”
    until “the earlier of death or remarriage,” and his children will remain “eligible” until his
    spouse is no longer eligible or the children are no longer eligible, “whichever is earlier.”
    J.A. 1442, 1607-08, 1764, 1912, 2125-26, 2335, 2505; accord J.A. 2694. At a minimum,
    these provisions indicate that the phrases referring to an Appellant’s “death” are not
    necessarily durational in nature.
    We next consider the phrases “until . . . death” and “on the date of . . . death”
    alongside the collective bargaining agreements’ overall durational provisions and the
    Group Insurance Program booklets’ reservation of rights provisions. It becomes clear, in
    view of the “whole” of the parties’ agreements, 11 Lord & Williston, supra, § 32:5, that
    the parties did not intend the phrases referring to an Appellant’s “death” to constitute
    definitive statements of duration. As with the durational clauses in the collective
    bargaining agreements for subclass A, the durational clauses in the agreements for
    subclasses B through F set an exact expiration date on an Appellant’s benefits, and, thus,
    the phrases about an Appellant’s “death” serve only to specify that no further benefits are
    available if an Appellant dies before the agreement expires. This conclusion accords with
    the Seventh Circuit’s reasoning in Cherry v. Auburn Gear, Inc., which held that similar
    language referred only “to the eligibility of individuals to receive benefits under the
    agreement, not to the duration of the agreement,” 
    441 F.3d 476
    , 483 (7th Cir. 2006)
    10
    (emphasis omitted), and with the Eighth Circuit’s decision in Crown Cork & Seal Co. v.
    International Association of Machinists and Aerospace Workers, which held that a clause
    providing for “coverage continu[ing] until . . . death” did not constitute “explicit vesting
    language,” 
    501 F.3d 912
    , 918 (8th Cir. 2007).
    There is more. Appellants in subclasses B and F were subject to clauses expressly
    reserving Johnson Controls’ “right to modify, amend, suspend or terminate [the Group
    Insurance Programs] at any time,” J.A. 1476, 1636, 1785, 1933, or to “amend or
    terminate the benefits program or any portion of it at any time,” J.A. 2618. We have held
    that such “broad and unequivocal” reservation of rights clauses require us to resolve the
    vesting analysis in the company’s favor, and thus here, even if we assume the phrases
    referring to an Appellant’s “death” are durational in nature, the collective bargaining
    agreements’ “reservation of rights clause[s] overc[o]me . . . the promise of lifetime
    benefits.” 5 In re Unisys Corp. Retiree Med. Benefit “ERISA” Litig., 
    58 F.3d 896
    , 903-04
    & n.11 (3d Cir. 1995). Although Appellants in subclasses C, D, and E did not have such
    explicit reservation of rights clauses in their Group Insurance Program booklets, even
    those Appellants’ booklets included provisions discussing what would happen “[w]hen
    [their] group coverage terminates,” i.e., indicating that Johnson Controls retained the
    5
    Appellants argue that these reservation of rights clauses were never negotiated or
    agreed to, but when contractual language is clear and unambiguous, as these clauses are
    here, it is inappropriate to resort to extrinsic evidence to create an ambiguity where none
    exists. See Skinner, 
    188 F.3d at 145-46
    . After all, the contractual language reserving
    Johnson Controls’ right to modify the plans appeared in the Group Insurance Program
    booklets for decades, and the Union has never previously objected by grievance or
    lawsuit.
    11
    right to terminate their plans. J.A. 2125, 2335, 2505. In sum, with the whole of the
    parties’ agreements in the background, we conclude that the phrases referring to an
    Appellant’s “death” were intended to provide coverage for eligible retirees during the
    term of each collective bargaining agreement, not to vest lifetime benefits. 6
    After applying “ordinary principles of contract law” to the collective bargaining
    agreements and Group Insurance Program booklets in question, Tackett, 
    135 S. Ct. at 930
    , we conclude as to all subclasses that the contractual language shows the parties did
    not intend Appellants’ health insurance benefits to vest.
    3.     Extrinsic Evidence
    We need only address Appellants’ arguments about extrinsic evidence briefly.
    Even if phrases signaling “contin[uing]” benefits or referring to an Appellant’s “death”
    create ambiguity as to whether the parties intended Appellants’ health insurance benefits
    6
    In arguing that the phrases referring to an Appellant’s “death” show an intent to
    vest, Appellants point to language in Skinner, where we noted, by way of contrast to the
    provisions presented there, that the collective bargaining agreements in Skinner did 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.’” 
    188 F.3d at 141
    . But our reference to such
    hypothetical language in the body of a collective bargaining agreement has little bearing
    on the facts of this case, which involve separate booklets containing the language on
    which Appellants rely, and where the booklets are incorporated into collective bargaining
    agreements that do not indicate that health insurance benefits will be of unlimited
    duration. Indeed, as discussed above, each collective bargaining agreement in question
    contained express language subjecting the Group Insurance Program booklets to the
    provisions of the agreement and, thus, to the agreement’s expiration date. And, of
    course, in our reference in Skinner to hypothetical language in a collective bargaining
    agreement, we had no occasion to construe any contract as a “whole,” 11 Lord &
    Williston, supra, § 32:5, or to consider interrelated provisions, such as those present here,
    that indicate the parties’ intent to limit benefits to the term of the collective bargaining
    agreement.
    12
    to vest, the extrinsic evidence conclusively demonstrates that vesting was not intended.
    Indeed, Appellant’s strongest extrinsic evidence, the deposition testimony regarding the
    2000 and 2003 collective bargaining agreements, serves only to undermine Appellants’
    position, as it indicates that the parties did not discuss the Group Insurance Program
    booklets “in any kind of detail,” J.A. 2932, and, accordingly, that the Johnson Controls
    negotiators were unsure whether Appellants’ benefits were contractually protected. And
    where testimony and accompanying documents refer to “just how significant retaining a
    Lifetime Medical Plan is,” J.A. 767, or to lifetime health insurance benefits as the
    Union’s “holy grail,” J.A. 756, those references again cut against Appellants, highlighting
    a Johnson Controls negotiator’s perception that the benefits were negotiable, could be
    terminated, and thus were not guaranteed for life. In short, the District Court rightly
    concluded that the extrinsic evidence in this case does not change the conclusion, rooted
    in the contractual language, that Appellants’ benefits had not vested. 7
    7
    Although Appellants challenge the District Court’s treatment of extrinsic
    evidence on two additional grounds, neither has merit. First, they contend that the
    District Court erred as a matter of law by stating that a Johnson Controls negotiator could
    not “competently testify as to the Company’s intent.” Grove, 176 F. Supp. 3d at 474.
    But the District Court’s opinion simply stated that the negotiator’s testimony did not
    “equate to an intention on the part of [Johnson Controls] to create an unalterable vested
    right to benefits,” id. at 474, and thus, contrary to Appellants’ contention, the District
    Court did not make a competency finding or otherwise “dismiss[] . . . all [of the
    negotiator’s] other . . . testimony,” Appellants’ Br. 57-58.
    Second, Appellants assert the District Court did not view the evidence in the light
    most favorable to them and thereby contravened its obligations on summary judgment.
    See Tolan v. Cotton, 
    134 S. Ct. 1861
    , 1866 (2014). However, given that the extrinsic
    evidence shows Johnson Controls’ understanding that it could—or, at least, was willing
    to—terminate Appellants’ health insurance benefits, and in view of the contractual
    13
    IV.   Conclusion
    For the foregoing reasons, Johnson Controls was entitled to summary judgment
    and we will affirm the judgment of the District Court.
    language that fails to support vesting in this case, summary judgment was warranted even
    viewing the evidence in the light most favorable to Appellants, as we do here.
    14