Amer Flint v. Beaumont Glass ( 1995 )

Opinions of the United
1995 Decisions States Court of Appeals
for the Third Circuit
8-10-1995
Amer Flint v Beaumont Glass
Precedential or Non-Precedential:
Docket 94-3307
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UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
___________
No. 94-3307
___________
AMERICAN FLINT GLASS WORKERS UNION,
AFL-CIO; MICHAEL SINE; ANDY J. HATFIELD,
Appellants
v.
BEAUMONT GLASS COMPANY; BEAUMONT
COMPANY PENSION PLAN FOR HOURLY EMPLOYEES,
Appellees
___________
Appeal from the United States District Court
for the Western District of Pennsylvania
(D.C. Civil Action No. 93-cv-01511)
___________
Submitted Under Third Circuit LAR 34.1(a)
January 10, 1995
PRESENT: HUTCHINSON, NYGAARD and GARTH, Circuit Judges
(Filed August 10, 1995)
____________
Marianne Oliver, Esquire
Gilardi & Cooper, P.A.
808 Grant Building
Pittsburgh, PA 15219
and
Edward J. Kabala, Esquire
Kabala & Geeseman
The Waterfront
200 First Avenue
Pittsburgh, PA 15222
and
Alfred S. Pelaez, Esquire
1
Duquesne University School of Law
900 Locust Street
Pittsburgh, PA 15282
Attorneys for Appellants
2
Kathleen A. Gallagher, Esquire
Pittsburgh Food & Beverage Company, Inc.
1200 Frick Building
437 Grant Street
Pittsburgh, PA 15219
Attorney for Appellees
____________
OPINION OF THE COURT
____________
HUTCHINSON, Circuit Judge.
Appellants, American Flint Glass Workers Union,
AFL-CIO, Michael Sine, and Andy J. Hatfield (collectively the
"Union"), appeal an order of the United States District Court for
the Western District of Pennsylvania denying their motion for
summary judgment and, instead, sua sponte granting summary
judgment to the appellees, the Beaumont Glass Company (the
"Company") and the Beaumont Company Pension Plan for Hourly
Employees (the "Plan"). This case arose after the Company
unilaterally adopted a resolution to terminate the Plan,
believing that termination would leave a surplus for
distribution. The Union objected to the Company's unilateral
decision to terminate and filed a charge with the National Labor
Relations Board (the "NLRB"). Subsequently the Company and the
Union agreed in writing to permit the termination process to go
forward and the Union withdrew the charge.
After the Company and the Union had so agreed, the
Company learned that there would be no surplus on termination,
that the Plan was underfunded and that it would have to
3
contribute approximately $300,000 to the Plan before the Internal
Revenue Service (the "IRS") would approve termination.
The Company then decided not to terminate, and the Union filed
this action alleging that the agreement to proceed with
termination precluded the Company from canceling or withdrawing
its decision to terminate because of unanticipated cost. Rather,
the Union contends that the Company must provide the additional
funds needed for IRS approval of the Plan's termination. It
advances, as alternative theories of recovery, the fiduciary
responsibilities of the Employee Retirement Income Security Act
("ERISA") and the common law of contracts.
We reject the Union's theory that the Company had a
fiduciary duty to provide the funds necessary to terminate the
Plan. On the Union's contract theory, however, we conclude that
genuine disputed issues of material fact exist. Accordingly, we
will reverse the district court's sua sponte order granting
summary judgment to the Company and remand this case for further
proceedings consistent with this opinion.
I. Statement of Facts
On July 2, 1992, the Company's board of directors
adopted a resolution to terminate the Plan.0 It also amended the
0
The resolution provided:
NOW THEREFORE BE IT RESOLVED, that the
attached Amendment to the Plan which, among
other things, ceases any future Retirement
Benefit accruals under the Plan effective
August 31, 1992, be, and the same hereby is,
adopted;
4
Plan to provide for an August 31, 1992 termination date.0 The
FURTHER RESOLVED that the Plan shall be
terminated as of August 31, 1992;
FURTHER RESOLVED that all liabilities of the
Plan to participants, beneficiaries and
alternate payees be discharged through the
purchase of annuity contracts, or the payment
of lump sum distributions to electing
participants, for all persons other than
those who may receive lump sum cash-outs of
$3,500 or less; . . .
FURTHER RESOLVED, that [corporate officers]
. . . file with the appropriate federal
agencies such notifications and ruling
requests as are customary or desirable under
the circumstances.
Appendix ("App.") at 22.
0
The following amendments were adopted by the board of directors:
1. The Pension Fund and the Trustee,
Article VI is amended by the addition of the
following paragraph at the end thereof:
Notwithstanding any other provision
of this Plan, contributions under
the Plan shall cease as of
August 31, 1992.
2. Eligibility Service and Credited Service,
Article II, is amended by the addition of the
following paragraph at the end thereof:
Notwithstanding any other provision
of this Plan, Eligibility Service
and Credited Service shall cease to
accrue, for any participant, no
later than August 31, 1992.
3. Retirement Benefits, Article VI, is
amended by the addition of the following
paragraph at the end thereof:
Notwithstanding any other provision
in the Plan, Retirement Benefits
5
Plan, as so amended, remains in effect. On July 2, 1992, the
Company delivered notice of its intent to terminate the Plan on
August 31, 1992 to each participant, beneficiary, alternate
payee, and the Union pursuant to 29 U.S.C.A. § 1341(a)(2) (West
1985). Based upon its own consultants' reports, the Company then
believed that the Plan's assets exceeded the present value of its
liabilities.
About a week after receiving notice of the Company's
intent to terminate the Plan, the Union filed an unfair labor
practice charge with the NLRB challenging the Company's
unilateral decision to terminate the Plan. The NLRB issued a
complaint and scheduled a hearing before an administrative law
judge. Before the hearing, the Company and the Union met and
entered into an agreement meant to resolve their dispute. In
exchange for the Union's withdrawal of the NLRB charge, the
Company agreed to pay the Plan's participants a lump-sum cash
payment upon "receipt of approval of the Plan termination by the
IRS."0 The parties refer to this agreement as the "Settlement
Agreement," and so will we.
shall cease to accrue, for any
participant, no later than
August 31, 1992.
App. at 21.
0
In this respect, the Settlement Agreement states:
Upon receipt of the approval of the plan
termination by the Internal Revenue Service,
the Company will arrange for the distribution
of the actuarial equivalent value of the
accrued benefits in cash for each plan
participant entitled to benefits under the
6
The Company's consultants began preparing the documents
necessary for regulatory permission to terminate the Plan. In
doing so, they discovered that the Plan's assets were
insufficient to satisfy its liabilities on a termination basis,
even though it was adequately funded on an on-going basis.
Instead of the expected surplus, the Company now faced a deficit
of approximately $300,000 if it proceeded to terminate the Plan.0
If termination was abandoned, however, the Plan would remain
adequately funded, so long as the Company continued its customary
required contributions. Knowing these facts, the Company
notified the Union that the assets of the Plan were insufficient
to permit termination and that it no longer intended to terminate
the Plan. The Company also refused to submit a termination plan
terminating plan, unless such participant
elects to take their benefits in the form of
a monthly benefit.
App. at 24.
0
Apparently, pension funding on a termination basis is subject to
actuarial assumptions that differ from those used to calculate
funding on an on-going basis. Accordingly, a pension plan that
is adequately funded on an on-going basis can be substantially
underfunded on a termination basis. The consultants explained
the situation with regards to the present plan as follows:
To summarize, the Plan has been caught in
something of a squeeze between adverse
changes in the annuity market place and
adverse asset growth at the same time. The
result is that the Plan's assets, which once
comfortably covered all termination
liabilities, no longer meet that need. The
assets are, however, certainly large enough
to meet the current annual payout
requirements for retired employees. . . .
App. at 201.
7
to the IRS, contending that the Settlement Agreement imposes on
it no legal obligation to terminate.
The Union then filed this action. It alleged that the
Company breached the Settlement Agreement and ERISA by failing to
terminate the Plan and pay its participants the lump sum benefits
that they would be entitled to receive upon termination. When
the facts recited above went undisputed, the Union moved for
summary judgment, contending that the Settlement Agreement
unambiguously required the Company to terminate the Plan and pay
the lump sums due on termination.
On May 13, 1994, the district court held that the
Company and the Plan were not obligated to terminate by contract,
fiduciary duty, or any other legal principle. It reasoned that
ERISA precluded termination of an underfunded plan and therefore
"submission of the Plan termination to the IRS for approval would
have been an exercise in futility." American Flint Glass Workers
Union, AFL-CIO v. Beaumont Glass Co., No. 93-1511, slip op. at 6
(W.D. Pa. May 13, 1994). It also concluded that the Settlement
Agreement did not obligate the Company to make the payment
necessary to fund termination. The district court not only
denied the Union's motion for summary judgment but, on its own
motion, granted summary judgment to the Company. The Union filed
this timely appeal.
II. Jurisdiction & Standard of Review
The district court had subject matter jurisdiction over
this case under 28 U.S.C.A. § 1331 (West 1995). We have
8
appellate jurisdiction over the district court's final decision
under 28 U.S.C.A. § 1291 (West 1993).
In this case, the Company did not move for summary
judgment. The district court, on its own motion, granted summary
judgment, stating:
Although Fed. R. Civ. P. 56 does not
explicitly authorize this Court to grant
summary judgment to a non-moving party, the
Court concludes that 'where one party has
invoked the power of the court to render a
summary judgment against [an] adversary, it
is reasonable that this invocation gives the
court power to render summary judgment for
[the] adversary if it is clear that the case
warrants that result.' 6 Moore's Federal
Practice ¶ 56.12 (1994).
American Flint, No. 93-1511, slip op. at 9. Neither party
challenges the district court's decision to act sua sponte.0 We
will therefore review the merits of the district court's order
granting summary judgment to the Company using the customary
standard of plenary review over district court orders granting
summary judgment. Bixler v. Central Pa. Teamsters Health-Welfare
Fund, 12 F.3d 1292, 1297 (3d Cir. 1993); Wheeler v. Towanda Area
School Dist., 950 F.2d 128, 129 (3d Cir. 1991). All reasonable
0
Nevertheless, it is appropriate to remind the district court:
"[A] district court may not grant summary judgment sua sponte
unless the court gives notice and an opportunity to oppose
summary judgment." Otis Elevator Co. v. George Washington Hotel
Corp., 27 F.3d 903, 910 (3d Cir. 1994) (citing, among other
cases, Bradley v. Pittsburgh Bd. of Educ., 913 F.2d 1064, 1069-70
(3d Cir. 1990), Davis Elliott International, Inc. v. Pan American
Container Corp., 705 F.2d 705, 707-08 (3d Cir. 1983). While
these rights can be waived, orders granting summary judgment sua
sponte endanger important rights and, unless waived as here, are
likely to result in judicial inefficiency and deprivation to the
rights of one of the parties.
9
inferences and any ambiguities should be drawn in favor of the
party against whom judgment is sought. Bixler, 12 F.3d at
1297-98. Moreover, summary judgment should be granted only when
there is no genuine issue of material fact and the moving party
is entitled to judgment as a matter of law. Id. at 1297.
III. Discussion
A. ERISA
The Union claims that the Company breached its
fiduciary duties under ERISA by failing to terminate the Plan.
Conceding that the Company had no initial duty to terminate, the
Union claims that once the Company amended the Plan to include a
termination date it had to administer the Plan in accordance with
that amendment. Thus, the Union concludes that the Company
breached its fiduciary duty when it failed to provide the funding
necessary to terminate the Plan and thereafter distribute the
Plan's assets to the employees. On this point we, like the
district court, disagree with the Union.
The Plan is a single-employer defined benefit pension
plan subject to ERISA, and the Company serves as a fiduciary
under ERISA with regard to certain specified plan related
decisions. Although "ERISA creates a fiduciary duty on the part
of an employer administering a plan," the employer does not
always act in a fiduciary capacity. Delgrosso v. Spang and Co.,
769 F.2d 928, 934 (3d Cir. 1985), cert. denied, 476 U.S. 1140(1986). Under ERISA, "when employers themselves serve as plan
administrators, they assume fiduciary status only when and to the
10
extent that they function in their capacity as plan
administrators, not when they conduct business that is not
regulated by ERISA." Hozier v. Midwest Fasteners, Inc., 908 F.2d
1155, 1158 (3d Cir. 1990) (quotations omitted). An employer's
decision to amend a plan is not the subject of ERISA's fiduciary
duties. Id. at 1161 ("Virtually every circuit has rejected the
proposition that ERISA's fiduciary duties attach to an employer's
decision whether or not to amend an employee benefit plan.")
(collecting cases); see also McGath v. Auto-Body North Shore,
Inc., 7 F.3d 665, 670 (7th Cir. 1993) (quoting Hozier).
A decision to terminate a plan is "unconstrained by the
fiduciary duties that ERISA imposes on plan administration."
Hozier, 908 F.2d at 1162; see also Fischer v. Philadelphia Elec.
Co., 994 F.2d 130, 133 (3d Cir.), cert. denied, 114 S. Ct. 622(1993). Payonk v. HMW Industries, Inc., 883 F.2d 221, 229 (3d
Cir. 1989). We will, however, assume, once a termination
decision is reached, that ERISA's fiduciary duties control the
termination procedures. See District 65, UAW v. Harper & Row
Publishers, Inc., 670 F. Supp. 550, 556-57 (S.D.N.Y. 1987)
(holding that post-termination decisions are subject to ERISA's
fiduciary duties when they involve discretionary decisions).
Nevertheless, we believe that the Union's fiduciary
claim still fails in this case. The duty here in question is no
more than the duty to administer an ERISA-covered plan in
accordance with the plan's terms. See 29 U.S.C.A. § 1104 (West
1985 and Supp. 1995); Spang, 769 F.2d at 935-36. ERISA
section 1104 states in relevant part:
11
[A] fiduciary shall discharge his duties with
respect to a plan solely in the interest of
the participants and beneficiaries and--
* * *
(D) in accordance with the documents and
instruments governing the plan insofar as
such documents and instruments are consistent
with the provisions of this subchapter and
subchapter III of this chapter.
29 U.S.C.A. § 1104(a)(1)(D) (West Supp. 1995) (emphasis added).
The Union's argument ignores the highlighted limiting clause in
this quote from the statute, which limits the Company's fiduciary
duty in effecting termination to compliance with ERISA's
provisions concerning termination. As the United States Court of
Appeals for the Fourth Circuit recently held, "strict compliance
with the statute is the sole means by which a pension plan
subject to the provisions of ERISA may be terminated." Phillips
v. Bebber, 914 F.2d 31, 34 (4th Cir. 1990); see also 29 U.S.C.A.
§ 1341(a)(1) (West Supp. 1995) ("Exclusive means of plan
termination").
With respect to termination, ERISA provides, ". . . a
single-employer plan may be terminated only in a standard
termination under subsection (b) of this section or a distress
termination under subsection (c) of this section." 29 U.S.C.A.
§ 1341(a)(1). The termination at issue in this case can proceed
only as a standard termination. In a standard termination, ERISA
requires, in relevant part, that:
the plan administrator shall send a notice to
the [Pension Guaranty Corporation] setting
forth--
(i) certification by an enrolled actuary--
12
(I) of the projected amount of the assets of
the plan (as of the proposed date of the
final distribution of assets),
(II) of the actuarial present value (as of
such date) of the benefit liabilities
(determined as of the proposed termination
date) under the plan, and
(III) that the plan is projected to be
sufficient (as of such proposed date of final
distribution) for such benefit liabilities.
29 U.S.C.A. § 1341(b)(2) (West Supp. 1995) ("Termination
procedure"). Here, the actuaries were unable to provide the
certification required for termination because of insufficient
assets. Thus, the Company could not terminate the Plan as the
amendment provided in accord with ERISA unless it had some legal
obligation to provide all the funds necessary to meet ERISA's
full funding requirement. We perceive no such obligation in the
statute itself. Indeed the Union's reasoning on this point seems
circular.0
The Pension Guaranty Corporation's regulations on
terminations provide:
[F]ailure to distribute assets . . . within
the 180-day distribution period . . . shall
0
The Union's reliance on Kinek v. Paramount Communications, 22
F.3d 503 (2d Cir. 1994), and Pension Benefit Guaranty Corp. v.
Artra, Group, Inc., 972 F.2d 771, 772 (7th Cir. 1992), is
misplaced. In Kinek, the court addressed the contractual
responsibilities of an employer that terminated a plan. The
contract in question specifically stated that "'the Employer will
fully fund'" the plan upon termination. Kinek, 22 F.3d at 506.
Although this case may prove relevant on remand to the Union's
contract claim, it has no effect on its claim for breach of
fiduciary duty. In Artra, the court held an employer liable for
terminating an underfunded plan. Artra, 972 F.2d at 771.
Furthermore, Artra addressed the company's statutory liability
under ERISA's termination provision, 29 U.S.C.A. § 1362, and not
its fiduciary duties.
13
nullify the termination. All actions taken
to effect the plan's termination shall be
null and void, and the plan shall be an
ongoing plan. In this event, the plan
administrator shall notify the affected
parties in writing . . . that the plan is not
going to terminate or, if applicable, that
the termination was invalid but a new notice
of intent to terminate is being issued.
29 C.F.R. § 2617.28 (emphasis added). As stated above, the
Company properly notified the affected parties when it determined
that the Plan's asserts were insufficient to permit the
termination process to go forward. Accordingly, we conclude that
the amendment is null and void and the Company has no continuing
fiduciary duty to act in accordance with it.
The district court's grant of summary judgment in favor
of the Company on the Union's breach of fiduciary duty claim will
be affirmed.
B. Contract
We must still consider, however, what the Settlement
Agreement obligates the Company to do. The Union argues that the
Company promised "to terminate the Plan and, by clear implication
and by law, to provide whatever funding termination required."
Brief of Appellant at 8. The Company responds that ERISA
precludes it from terminating the Plan at its current funding
level and nothing in the Settlement Agreement obligates it to
furnish the additional funding needed to terminate.
The Settlement Agreement, as an agreement between an
employer and a union, is a labor agreement, but its
14
interpretation is nevertheless governed by general principles of
contract law. See 29 U.S.C.A. § 185 (West 1995); Jersey Cent.
Power & Light Co. v. International Brotherhood of Electrical
Workers, 508 F.2d 687, 703 n.45 (3d Cir. 1975) (labor agreements
"are to be interpreted according to principles of general
contract law inasmuch as Congress has not adopted a different
standard by which the . . . agreement is to be interpreted.");
see also Textile Workers Union v. Lincoln Mills of Alabama, 353
U.S. 448 (1957).
The parties frame their dispute around the Settlement
Agreement's provision for distributions to Plan participants upon
the IRS's approval of termination. The Company contends that the
IRS's approval is a condition precedent to termination that it is
unable to satisfy. The Union argues that the lack of the IRS's
approval is immaterial because it was the Company's failure to
submit a termination Plan to the IRS that prevented the
occurrence of the condition. See Davidson & Jones Dev. Co. v.
Elmore Dev. Co., 921 F.2d 1343, 1351 (6th Cir. 1991); Vanadium
Corp. v. Fidelity & Deposit Co., 159 F.2d 105, 108 (2d Cir.
1947); Cauff, Lippman & Co. v. Apogee Finance Group, Inc., 807
F. Supp. 1007, 1024 (S.D.N.Y. 1992).
Both parties seem to miss the point when they cast
their arguments primarily in terms of conditions precedent.0 The
issue, as we see it, is whether the Settlement Agreement imposes
0
In doing so, they run the risk of confusing the condition
precedent that the IRS imposes on termination with the provisions
of the contract that the Company believes make pre-existing full
funding a condition precedent to its obligation to terminate.
15
a duty on the Company to provide the funding needed to obtain IRS
approval of the proposed termination. In this respect, the
district court correctly defined the issue, but incorrectly
resolved it. It held: "[The Union's] breach of contract theory
founders because [it] fail[s] to establish that [the Company and
the Plan] are, or ever were, under a contractual duty to [the
Union] to put sufficient additional assets into the fund to
render the fund susceptible of lawful voluntary termination."
American Flint, No. 93-1511, slip op. at 6. We hold that the
district court erred in resolving this issue as a matter of law.
"'[I]n order for us to affirm the district court with
respect to summary judgment, we must determine that the contract
is so clear that it can be read only one way.'" Tigg Corp. v.
Dow Corning Corp., 822 F.2d 358, 361 (3d Cir. 1987) (quoting
Landtect Corp. v. State Mut. Life Assur. Co., 605 F.2d 75, 79 (3d
Cir. 1979)). Thus, if the union "'presents us with a reasonable
reading of the contract which varies from that adopted by the
district court, then a question of fact as to the meaning of the
contract exists which can only be resolved at trial.'" Id.In determining the meaning of the contract, the
"initial resort should be to the 'four corners' of the agreement
itself." Washington Hospital v. White, 889 F.2d 1294, 1300 (3d
Cir. 1989), cert. denied, 498 U.S. 850 (1990). "To be
unambiguous, an agreement must be reasonably capable of only one
construction." Id. at 1301 (citations omitted). Ambiguity is a
pure question of law for the court. World-Wide Rights Ltd.
Partnership v. Combe Inc., 955 F.2d 242, 245 (4th Cir. 1992); see
16
also International Brotherhood of Boilermakers, etc. v. Local
Lodge D504, 866 F.2d 641 (3d Cir.), cert. denied, 493 U.S. 812(1989); Tigg, 822 F.2d at 362.
In deciding whether a contract is ambiguous, a court
does not just ask whether the language is clear; instead it
"hear[s] the proffer of the parties and determine[s] if there are
objective indicia that, from the linguistic reference point of
the parties, the terms of the contract are susceptible of
different meanings." Teamster Industrial Employees Welfare Fund
v. Rolls-Royce Motor Cars, Inc., 989 F.2d 132, 135 (3d Cir. 1993)
(quoting Sheet Metal Workers, Local 19 v. 2300 Group, Inc., 949
F.2d 1274, 1284 (3d Cir. 1991)) (internal brackets and quotation
marks omitted). As we have stated:
An ambiguous contract is one capable of being
understood in more senses than one; an
agreement obscure in meaning through
indefiniteness of expression, or having a
double meaning. . . . Before it can be said
that no ambiguity exists, it must be
concluded that the questioned words or
language are capable of [only] one
interpretation.
Landtect Corp. v. State Mut. Life Assurance, 605 F.2d 75, 80 (3d
Cir. 1979) (internal quotation marks omitted) (quoting Gerhart v.
Henry Disston & Sons, 290 F.2d 778, 784 (3d Cir. 1961)).
If a contract can reasonably be interpreted in two
different ways, neither contracting party is entitled to summary
judgment. Here the parties offer two reasonable interpretations:
(1) the contract requires the Company to terminate the Plan only
if its current funds enable it to do so, or (2) the contract
17
requires the Company to take all necessary steps (including
funding) to effectuate the proposed termination. In this
respect, the Settlement Agreement is ambiguous and extrinsic
evidence is necessary to ascertain the intent of the parties. See
World-Wide Rights, 955 F.2d at 242; Rolls-Royce, 989 F.2d at 135;
Tigg, 822 F.2d at 363; Thompson-Starrett Int'l, Inc. v. Tropic
Plumbing, Inc., 457 F.2d 1349, 1352 (3d Cir. 1972).
Accordingly, we hold that a material issue of fact
remains in dispute concerning the parties' intent to impose on
the Company a duty to provide the funding needed to secure IRS
approval of termination.0 This question cannot be resolved as a
matter of law on the record now before us, and therefore further
proceedings will be needed in the district court.
IV. Conclusion
For the above reasons, we will reverse the district
court's grant of summary judgment in favor of the Company and
remand the case for further proceedings consistent with this
opinion.
0
This issue of fact concerning the intent of the contracting
parties should be distinguished from the legal issue of
construing the meaning of a contract's terms from their text. See
White, 889 F.2d at 1302.
18
19