M&G Polymers United States, LLC v. Tackett ( 2015 )


Menu:
  • (Slip Opinion)              OCTOBER TERM, 2014                                       1
    Syllabus
    NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
    being done in connection with this case, at the time the opinion is issued.
    The syllabus constitutes no part of the opinion of the Court but has been
    prepared by the Reporter of Decisions for the convenience of the reader.
    See United States v. Detroit Timber & Lumber Co., 
    200 U. S. 321
    , 337.
    SUPREME COURT OF THE UNITED STATES
    Syllabus
    M&G POLYMERS USA, LLC, ET AL. v. TACKETT ET AL
    CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR
    THE SIXTH CIRCUIT
    No. 13–1010. Argued November 10, 2014—Decided January 26, 2015
    When petitioner M&G Polymers USA, LLC (M&G), purchased the
    Point Pleasant Polyester Plant in 2000, it entered a collective-
    bargaining agreement and related Pension, Insurance, and Service
    Award Agreement (P & I agreement) with respondent union. As rel-
    evant here, the P & I agreement provided that certain retirees, along
    with their surviving spouses and dependents, would “receive a full
    Company contribution towards the cost of [health care] benefits”;
    that such benefits would be provided “for the duration of [the]
    Agreement”; and that the agreement would be subject to renegotia-
    tion in three years.
    Following the expiration of those agreements, M&G announced
    that it would require retirees to contribute to the cost of their health
    care benefits. Respondent retirees, on behalf of themselves and oth-
    ers similarly situated, sued M&G and related entities, alleging that
    the P & I agreement created a vested right to lifetime contribution-
    free health care benefits.
    The District Court dismissed the complaint for failure to state a
    claim, but the Sixth Circuit reversed based on the reasoning of its
    earlier decision in International Union, United Auto, Aerospace, &
    Agricultural Implement Workers of Am. v. Yard-Man, Inc., 
    716 F. 2d 1476
    . On remand, the District Court ruled in favor of the retirees,
    and the Sixth Circuit affirmed.
    Held: The Sixth Circuit’s decision rested on principles that are incom-
    patible with ordinary principles of contract law. Pp. 5–14.
    (a) The Employee Retirement Income Security Act of 1974 (ERISA)
    governs pension and welfare benefits plans, including those estab-
    lished by collective-bargaining agreements. ERISA establishes min-
    imum funding and vesting standards for pension plans, but exempts
    2               M&G POLYMERS USA, LLC v. TACKETT
    Syllabus
    welfare benefits plans—which provide the types of benefits at issue
    here—from those rules. See 
    29 U. S. C. §§1051
    (1), 1053, 1081(a)(2),
    1083. “[E]mployers have large leeway to design . . . welfare plans as
    they see fit.” Black & Decker Disability Plan v. Nord, 
    538 U. S. 822
    ,
    833. Pp. 5–7.
    (b) This Court interprets collective-bargaining agreements, includ-
    ing 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.,
    
    353 U. S. 448
    , 456–457. When a collective-bargaining agreement is
    unambiguous, its meaning must be ascertained in accordance with its
    plainly expressed intent. 11 R. Lord, Williston on Contracts §30:6, p.
    108. P. 7.
    (c) In Yard-Man, the Sixth Circuit found a provision governing re-
    tiree insurance benefits ambiguous as to the duration of those bene-
    fits; and, looking to other provisions of the agreement, purported to
    apply ordinary contract law to resolve the ambiguity. First, the court
    inferred from the existence of termination provisions for other bene-
    fits that the absence of a termination provision specifically address-
    ing retiree benefits expressed an intent to vest those benefits for life.
    The court then purported to apply the rule that contracts should be
    interpreted to avoid illusory promises, reasoning that, absent vesting,
    the promise would be illusory for the subset of retirees who would not
    become eligible for those benefits before the contract expired. Final-
    ly, the court relied on “the context” of labor negotiations to resolve
    the ambiguity, inferring that the parties would have intended such
    benefits to vest for life because they are not mandatory subjects of
    collective bargaining; are “typically understood as a form of delayed
    compensation,” 716 F. 2d, at 1482; and are keyed to the acquisition of
    retirement status. The court concluded that these contextual clues
    “outweigh[ed] any contrary implications derived from a routine dura-
    tion clause.” Id., at 1483. The Sixth Circuit has since extended its
    Yard-Man analysis in a series of other cases. Pp. 7–10.
    (d) The inferences applied in Yard-Man and its progeny do not rep-
    resent ordinary principles of contract law. Yard-Man distorts the at-
    tempt to ascertain the intention of the parties by placing a thumb on
    the scale in favor of vested retiree benefits in all collective-bargaining
    agreements. Rather than relying on known customs and usages in a
    particular industry as proven by the parties, the Yard-Man court re-
    lied on its own suppositions about the intentions of parties negotiat-
    ing retiree benefits. It then compounded the error by applying those
    suppositions indiscriminately across industries. Furthermore, the
    Sixth Circuit’s refusal to apply general durational clauses to provi-
    sions governing retiree benefits distorts an agreement’s text and con-
    Cite as: 574 U. S. ____ (2015)                     3
    Syllabus
    flicts with the principle that a written agreement is presumed to en-
    compass the whole agreement of the parties.
    Perhaps tugged by its inferences, the Sixth Circuit also misapplied
    the illusory promises doctrine. It construed provisions that admitted-
    ly benefited some class of retirees as “illusory” merely because they
    did not benefit all retirees. That interpretation is a contradiction in
    terms—a promise that is “partly illusory” is by definition not illusory.
    And its use of this doctrine is particularly inappropriate in the con-
    text of collective-bargaining agreements, which often include provi-
    sions inapplicable to some category of employees.
    The Sixth Circuit also failed even to consider other traditional con-
    tract principles, including the rule that courts should not construe
    ambiguous writings to create lifetime promises and the rule that
    “contractual obligations will cease, in the ordinary course, upon ter-
    mination of the bargaining agreement,” Litton Financial Printing
    Div., Litton Business Systems, Inc. v. NLRB, 
    501 U. S. 190
    , 207.
    Pp. 10–14.
    (e) Though there is no doubt that Yard-Man and its progeny affect-
    ed the outcome here, the Sixth Circuit should be the first to review
    the agreements under ordinary principles of contract law. P. 14.
    
    733 F. 3d 589
    , vacated and remanded.
    THOMAS, J., delivered the opinion for a unanimous Court. GINSBURG,
    J., filed a concurring opinion, in which BREYER, SOTOMAYOR, and KAGAN,
    JJ., joined.
    Cite as: 574 U. S. ____ (2015)                              1
    Opinion of the Court
    NOTICE: This opinion is subject to formal revision before publication in the
    preliminary print of the United States Reports. Readers are requested to
    notify the Reporter of Decisions, Supreme Court of the United States, Wash-
    ington, D. C. 20543, of any typographical or other formal errors, in order
    that corrections may be made before the preliminary print goes to press.
    SUPREME COURT OF THE UNITED STATES
    _________________
    No. 13–1010
    _________________
    M&G POLYMERS USA, LLC, ET AL., PETITIONERS v.
    HOBERT FREEL TACKETT ET AL.
    ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF
    APPEALS FOR THE SIXTH CIRCUIT
    [January 26, 2015]
    JUSTICE THOMAS delivered the opinion of the Court.
    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 agree-
    ments. 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 agree-
    ments 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., 
    716 F. 2d 1476
    , 1479 (1983), that retiree health care
    benefits are unlikely to be left up to future negotiations.
    We granted certiorari and now conclude that such reason-
    ing is incompatible with ordinary principles of contract
    law. We therefore vacate the judgment of the Court of
    Appeals and remand for it to apply ordinary principles of
    contract law in the first instance.
    2          M&G POLYMERS USA, LLC v. TACKETT
    Opinion of the Court
    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, Rubber, Manufacturing, Energy, Allied Indus-
    trial 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 agree-
    ment) 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 pen-
    sion 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 to-
    wards 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 re-
    duced Company contribution. The Company contribu-
    tion will be reduced by 2% for every point less than
    95. Employees will be required to pay the balance of
    Cite as: 574 U. S. ____ (2015)                   3
    Opinion of the Court
    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 can-
    cellation of coverage.” App. 415–416.
    Exhibit B–1, which described the health care benefits at
    issue, opened with the following durational clause: “Effec-
    tive January 1, 1998, and for the duration of this Agree-
    ment 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 them-
    selves and others similarly situated, sued M&G and re-
    lated 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), 
    88 Stat. 891
    .2 Specifically, the retir-
    ees alleged that M&G had promised to provide lifetime
    contribution-free health care benefits for them, their
    surviving spouses, and their dependents. They pointed to
    ——————
    1 In accordance with this provision, M&G and the Union began bar-
    gaining 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.
    2 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.”
    4           M&G POLYMERS USA, LLC v. TACKETT
    Opinion of the Court
    the language in the 2000 P & I agreement providing that
    employees with a certain level of seniority “will receive a
    full Company contribution towards the cost of [health
    care] benefits described in . . . Exhibit B–1.” The retirees
    alleged that, with this promise, M&G had created a vested
    right to such benefits that continued beyond the expiration
    of the 2000 P & I agreement.
    The District Court dismissed the complaint for failure to
    state a claim. 
    523 F. Supp. 2d 684
    , 696 (SD Ohio 2007). It
    concluded that the cited language unambiguously did not
    create a vested right to retiree benefits.
    The Court of Appeals reversed based on the reasoning of
    its earlier decision in Yard-Man. 
    561 F. 3d 478
     (CA6
    2009) (Tackett I). Yard-Man involved a similar claim that
    an employer had breached a collective-bargaining agree-
    ment when it terminated retiree benefits. 
    716 F. 2d, at 1478
    . Although the court found the text of the provision in
    that case ambiguous, it relied on the “context” of labor
    negotiations to resolve that ambiguity in favor of the
    retirees’ interpretation. 
    Id., at 1482
    . Specifically, the
    court inferred that parties to collective bargaining would
    intend retiree benefits to vest for life because such benefits
    are “not mandatory” or required to be included in collective-
    bargaining agreements, are “typically understood as a
    form of delayed compensation or reward for past services,”
    and are keyed to the acquisition of retirement status.
    
    Ibid.
     The court concluded that these inferences “out-
    weigh[ed] any contrary implications [about the termina-
    tion of retiree benefits] derived from” general termination
    clauses. 
    Id., at 1483
    .
    Applying the Yard-Man inferences on review of the
    District Court’s dismissal of the action, the Court of Ap-
    peals concluded that the retirees had stated a plausible
    claim. Tackett I, 
    561 F. 3d, at 490
    . “Keeping in mind the
    context of the labor-management negotiations identified in
    Yard-Man,” the court found “it unlikely that [the Union]
    Cite as: 574 U. S. ____ (2015)            5
    Opinion of the Court
    would agree to language that ensures its members a ‘full
    Company contribution,’ if the company could unilaterally
    change the level of contribution.” 
    Ibid.
     The court con-
    strued the language about “employees” contributing to
    their health care premiums as limited to employees who
    had not attained the requisite seniority points to be enti-
    tled to a full company contribution. 
    Ibid.
     And it discerned
    an intent to vest lifetime contribution-free health care
    benefits from provisions tying eligibility for health care
    benefits to eligibility for pension benefits. 
    Id.,
     at 490–491.
    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. 
    853 F. Supp. 2d 697
     (SD Ohio 2012).
    The Court of Appeals affirmed, concluding that, al-
    though the District Court had erred in treating Tackett I as
    a conclusive resolution of the meaning of the P & I agree-
    ment, it had not erred in “presum[ing]” that, “in the ab-
    sence of extrinsic evidence to the contrary, the agreements
    indicated an intent to vest lifetime contribution-free bene-
    fits.” 
    733 F. 3d 589
    , 600 (CA6 2013) (Tackett II). And
    because the District Court had concluded that the prof-
    fered extrinsic evidence was inapplicable, it had not clearly
    erred in finding that the agreement created those vested
    rights.
    We granted certiorari, 572 U. S. ___ (2014), and now
    vacate and remand.
    II
    This case is about the interpretation of collective-
    bargaining agreements that define rights to welfare bene-
    6           M&G POLYMERS USA, LLC v. TACKETT
    Opinion of the Court
    fits plans. The LMRA grants federal courts jurisdiction to
    resolve disputes between employers and labor unions
    about collective-bargaining agreements. 
    29 U. S. C. §185
    .
    When collective-bargaining agreements create pension or
    welfare benefits plans, those plans are subject to rules
    established in ERISA. ERISA defines pension plans as
    plans, funds, or programs that “provid[e] retirement in-
    come to employees” or that “resul[t] in a deferral of in-
    come.” §1002(2)(A). It defines welfare benefits plans as
    plans, funds, or programs established or maintained to
    provide participants with additional benefits, such as life
    insurance and disability coverage. §1002(1).
    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 writ-
    ten 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, 
    514 U. S. 73
    , 78 (1995).        As we have previously recognized,
    “[E]mployers have large leeway to design disability and
    other welfare plans as they see fit.” Black & Decker Dis-
    ability Plan v. Nord, 
    538 U. S. 822
    , 833 (2003). And, we
    have observed, the rule that contractual “provisions ordi-
    narily should be enforced as written is especially appro-
    priate when enforcing an ERISA [welfare benefits] plan.”
    Heimeshoff v. Hartford Life & Accident Ins. Co., 571 U. S.
    ___, ___ (2013) (slip op., at 7). That is because the “focus
    on the written terms of the plan is the linchpin of a system
    that is not so complex that administrative costs, or litiga-
    tion expenses, unduly discourage employers from offering
    [welfare benefits] plans in the first place.” 
    Id.,
     at ___ (slip
    op., at 8) (internal quotation marks, brackets, and citation
    Cite as: 574 U. S. ____ (2015)           7
    Opinion of the Court
    omitted).
    We interpret collective-bargaining agreements, includ-
    ing 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., 
    353 U. S. 448
    , 456–457
    (1957). “In this endeavor, as with any other contract, the
    parties’ intentions control.” Stolt-Nielsen S. A. v. Animal-
    Feeds Int’l Corp., 
    559 U. S. 662
    , 682 (2010) (internal quo-
    tation marks omitted). “Where the words of a contract in
    writing are clear and unambiguous, its meaning is to be
    ascertained in accordance with its plainly expressed in-
    tent.” 11 R. Lord, Williston on Contracts §30:6, p. 108 (4th
    ed. 2012) (Williston) (internal quotation marks omitted).
    In this case, the Court of Appeals applied the Yard-Man
    inferences to conclude that, in the absence of extrinsic
    evidence to the contrary, the provisions of the contract
    indicated an intent to vest retirees with lifetime benefits.
    Tackett II, 733 F. 3d, at 599–600. As we now explain,
    those inferences conflict with ordinary principles of con-
    tract law.
    III
    A
    1
    The Court of Appeals has long insisted that its Yard-
    Man inferences are drawn from ordinary contract law. In
    Yard-Man itself, the court purported to apply “traditional
    rules for contractual interpretation.” 
    716 F. 2d, at 1479
    .
    The court first concluded that the provision governing
    retiree insurance benefits—which stated only that the
    employer “will provide” such benefits—was ambiguous as
    to the duration of those benefits. 
    Id., at 1480
    . To resolve
    that ambiguity, it looked to other provisions of the agree-
    ment. The agreement included provisions for terminating
    active employees’ insurance benefits in the case of layoffs
    8           M&G POLYMERS USA, LLC v. TACKETT
    Opinion of the Court
    and for terminating benefits for a retiree’s spouse and
    dependents in case of the retiree’s death before the expira-
    tion of the collective-bargaining agreement, but no provi-
    sion specifically addressed the duration of retiree health
    care benefits. 
    Id.,
     at 1481–1482. From the existence of
    these termination provisions and the absence of a termi-
    nation provision specifically addressing retiree benefits,
    the court inferred an intent to vest those retiree benefits
    for life.
    The court then purported to apply the rule that con-
    tracts 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 in-
    surance 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 ex-
    pired. 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. 
    Ibid.
    Finally, the court turned to “the context” of labor nego-
    tiations. 
    Id., at 1482
    . It observed that “[b]enefits for
    retirees are . . . not mandatory subjects of collective bar-
    gaining” 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 negotia-
    tions.” 
    Ibid.
     It also asserted that “retiree benefits are in a
    sense ‘status’ benefits which, as such, carry with them an
    inference that they continue so long as the prerequisite
    status is maintained.” 
    Ibid.
    Cite as: 574 U. S. ____ (2015)            9
    Opinion of the Court
    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 con-
    strued the language “will continue to provide at its ex-
    pense, supplemental medicare and major medical benefits
    for Pensioners aged 65 and over” to “unambiguously con-
    fe[r]” lifetime benefits. Policy v. Powell Pressed Steel Co.,
    
    770 F. 2d 609
    , 615 (CA6 1985) (emphasis added). Yet it
    had interpreted similar language—“will provide insurance
    benefits equal to the active group”—to be ambiguous in
    Yard-Man. The court refused to give any weight to provi-
    sions that supported a contrary construction—namely, one
    establishing a fund to pay pension, but not welfare, bene-
    fits, and another providing for the continuation of pension,
    but not welfare, benefits after the agreement expired.
    Policy, 
    770 F. 2d, at
    615–616. According to the court, a
    contrary interpretation “would render the Company’s
    promise [of benefits for retirees aged 65 and over] in sub-
    stantial part nugatory and illusory” to retirees who were
    62 or younger when the 3-year agreement was signed.
    
    Ibid.
     And it faulted the District Court for failing “to give
    effect” to Yard-Man’s admonition “that retiree benefits
    normally . . . are interminable.” 
    770 F. 2d, at 616
    .
    The Court of Appeals has continued to extend the rea-
    soning of Yard-Man. Relying on Yard-Man’s statement
    that context considerations outweigh the effect of a gen-
    eral termination clause, it has concluded that, “ ‘[a]bsent
    specific durational language referring to retiree benefits
    themselves,’ a general durational clause says nothing
    10          M&G POLYMERS USA, LLC v. TACKETT
    Opinion of the Court
    about the vesting of retiree benefits.” Noe v. PolyOne
    Corp., 
    520 F. 3d 548
    , 555 (CA6 2008) (emphasis added). It
    has also held that a provision that “ties eligibility for
    retirement-health benefits to eligibility for a pension . . .
    [leaves] little room for debate that retirees’ health benefits
    ves[t] upon retirement.” 
    Id., at 558
     (internal quotation
    marks omitted). Commenting on these extensions of
    Yard-Man, the court has acknowledged that “there is a
    reasonable argument to be made that, while th[e] court
    has repeatedly cautioned that Yard-Man does not create a
    presumption of vesting, [it] ha[s] gone on to apply just
    such a presumption.” Cole v. ArvinMeritor, Inc., 
    549 F. 3d 1064
    , 1074 (CA6 2008).
    B
    We disagree with the Court of Appeals’ assessment that
    the inferences applied in Yard-Man and its progeny repre-
    sent ordinary principles of contract law.
    As an initial matter, Yard-Man violates ordinary con-
    tract principles by placing a thumb on the scale in favor of
    vested retiree benefits in all collective-bargaining agree-
    ments. 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 (empha-
    sis added); see also Stolt-Nielsen, 
    559 U. S., at 682
    . Yard-
    Man’s assessment of likely behavior in collective bargain-
    ing is too speculative and too far removed from the context
    of any particular contract to be useful in discerning the
    parties’ intention.
    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, 
    716 F. 2d, at 1482
    . For example, it asserted,
    without any foundation, that, “when . . . parties contract
    for benefits which accrue upon achievement of retiree
    Cite as: 574 U. S. ____ (2015)              11
    Opinion of the Court
    status, there is an inference that the parties likely in-
    tended those benefits to continue as long as the benefi-
    ciary remains a retiree.” Ibid.; see also 
    ibid.
     (“[I]t is unlikely
    that [retiree] benefits . . . would be left to the contingen-
    cies of future negotiations”). Although a court may look to
    known customs or usages in a particular industry to de-
    termine the meaning of a contract, the parties must prove
    those customs or usages using affirmative evidentiary
    support in a given case. 12 Williston §34:3; accord, Robin-
    son v. United States, 
    13 Wall. 363
    , 366 (1872); Oelricks v.
    Ford, 
    23 How. 49
    , 61–62 (1860). Yard-Man relied on no
    record evidence indicating that employers and unions in
    that industry customarily vest retiree benefits. Worse, the
    Court of Appeals has taken the inferences in Yard-Man
    and applied them indiscriminately across industries. See,
    e.g., Cole, 
    supra, at 1074
     (automobile); Armistead v. Ver-
    nitron Corp., 
    944 F. 2d 1287
    , 1297 (CA6 1991) (electron-
    ics); Policy, 
    supra, at 618
     (steel).
    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 volun-
    tarily agree to make retiree benefits a subject of mandato-
    ry 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 re-
    tiree benefits are a form of deferred compensation, but
    that characterization is contrary to Congress’ determi-
    nation otherwise. In ERISA, Congress specifically defined
    plans that “resul[t] in a deferral of income by employ-
    ees” 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.
    12          M&G POLYMERS USA, LLC v. TACKETT
    Opinion of the Court
    Further compounding this error, the Court of Appeals
    has refused to apply general durational clauses to provi-
    sions governing retiree benefits. Having inferred that
    parties would not leave retiree benefits to the contingen-
    cies of future negotiations, and that retiree benefits gener-
    ally last as long as the recipient remains a retiree, the
    court in Yard-Man explicitly concluded that these infer-
    ences “outweigh[ed] any contrary implications derived
    from a routine duration clause terminating the agreement
    generally.” 
    716 F. 2d, at
    1482–1483. The court’s subse-
    quent decisions went even further, requiring a contract to
    include a specific durational clause for retiree health care
    benefits to prevent vesting. E.g., Noe, 
    supra, at 555
    .
    These decisions distort the text of the agreement and
    conflict with the principle of contract law that the written
    agreement is presumed to encompass the whole agreement
    of the parties. See 1 W. Story, Law of Contracts §780 (M.
    Bigelow ed., 5th ed. 1874); see also 11 Williston §31:5.
    Perhaps tugged by these inferences, the Court of Ap-
    peals misapplied other traditional principles of contract
    law, including the illusory promises doctrine. That doc-
    trine 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 conse-
    quently will often include provisions inapplicable to some
    Cite as: 574 U. S. ____ (2015)            13
    Opinion of the Court
    category of employees.
    The Court of Appeals also failed even to consider the
    traditional principle that courts should not construe am-
    biguous writings to create lifetime promises. See 3 A.
    Corbin, Corbin on Contracts §553, p. 216 (1960) (explain-
    ing 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 manifes-
    tation of intent before conferring a benefit or obligation,”
    but asserted that “the duration of the benefit once clearly
    conferred is [not] subject to this 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 bene-
    fits. See Sprague v. General Motors Corp., 
    133 F. 3d 388
    ,
    400 (CA6 1998) (“To vest benefits is to render them forever
    unalterable. Because vesting of welfare plan benefits is
    not required by law, an employer’s commitment to vest
    such benefits is not to be inferred lightly; the intent to vest
    must be found in the plan documents and must be stated
    in clear and express language” (internal quotation marks
    omitted)). The different treatment of these two types of
    employment contracts only underscores Yard-Man’s devia-
    tion from ordinary principles of contract law.
    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, 
    501 U. S. 190
    , 207
    (1991). That principle does not preclude the conclusion
    that the parties intended to vest lifetime benefits for
    retirees. Indeed, we have already recognized that “a
    collective-bargaining agreement [may] provid[e] in explicit
    terms that certain benefits continue after the agreement’s
    14          M&G POLYMERS USA, LLC v. TACKETT
    Opinion of the Court
    expiration.” 
    Ibid.
     But when a contract is silent as to the
    duration of retiree benefits, a court may not infer that the
    parties intended those benefits to vest for life.
    C
    There is no doubt that Yard-Man and its progeny af-
    fected 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, 
    561 F. 3d, at 490
     (internal quotation marks omitted). It simi-
    larly concluded that the tying of eligibility for health care
    benefits to receipt of pension benefits suggested an intent
    to vest health care benefits. 
    Ibid.
     And it framed its anal-
    ysis from beginning to end in light of the principles it
    announced in Yard-Man and its progeny. See 
    561 F. 3d, at 489
    ; see also Tackett II, 733 F. 3d, at 599–600.
    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. ___, ___ (2013) (per curiam)
    (slip op., at 2) (internal quotation marks omitted), the
    Court of Appeals should be the first to review the agree-
    ments at issue under the correct legal principles. We
    vacate the judgment of the Court of Appeals and remand
    the case for that court to apply ordinary principles of
    contract law in the first instance.
    It is so ordered.
    Cite as: 574 U. S. ____ (2015)           1
    GINSBURG, J., concurring
    SUPREME COURT OF THE UNITED STATES
    _________________
    No. 13–1010
    _________________
    M&G POLYMERS USA, LLC, ET AL., PETITIONERS v.
    HOBERT FREEL TACKETT ET AL.
    ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF
    APPEALS FOR THE SIXTH CIRCUIT
    [January 26, 2015]
    JUSTICE GINSBURG, with whom JUSTICE BREYER,
    JUSTICE SOTOMAYOR, and JUSTICE KAGAN join,
    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 Con-
    tracts §30:2, p. 27 (4th ed. 2012) (Williston). To determine
    what the contracting parties intended, a court must exam-
    ine the entire agreement in light of relevant industry-
    specific “customs, practices, usages, and terminology.” Id.,
    §30:4, at 55–58. When the intent of the parties is unam-
    biguously expressed in the contract, that expression con-
    trols, and the court’s inquiry should proceed no further.
    Id., §30:6, at 98–104. But when the contract is ambigu-
    ous, a court may consider extrinsic evidence to determine
    the intentions of the parties. Id., §30:7, at 116–124.
    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,
    2           M&G POLYMERS USA, LLC v. TACKETT
    GINSBURG, J., concurring
    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, 
    501 U. S. 190
    , 203, 207
    (1991).
    On remand, the Court of Appeals should examine the
    entire agreement to determine whether the parties in-
    tended retiree health-care benefits to vest. 11 Williston
    §30:4, at 55–57. Because the retirees have a vested, life-
    time 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 consider-
    ing 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 ex-
    ample, the parties’ bargaining history. The Court of Ap-
    peals, however, must conduct the foregoing inspection
    without Yard-Man’s “thumb on the scale in favor of vested
    retiree benefits.” Ante, at 10; see International Union,
    United Auto, Aerospace, & Agricultural Implement Work-
    ers of Am. v. Yard-Man, Inc., 
    716 F. 2d 1476
     (1983).
    Because I understand the Court’s opinion to be con-
    sistent with these basic rules of contract interpretation, I
    join it.
    

Document Info

Docket Number: 13–1010.

Judges: THOMASdelivered

Filed Date: 1/26/2015

Precedential Status: Precedential

Modified Date: 8/31/2023

Authorities (16)

Cole v. ArvinMeritor, Inc. ( 2008 )

Noe v. PolyOne Corp. ( 2008 )

Joseph Policy William Driscoll John Chufo v. The Powell ... ( 1985 )

Virginia Armistead, Cross-Appellants v. Vernitron ... ( 1991 )

International Union, United Automobile, Aerospace, and ... ( 1983 )

Tackett v. M & G POLYMERS, USA, LLC ( 2009 )

Tackett v. M & G POLYMERS USA, LLC ( 2007 )

United States v. Detroit Timber & Lumber Co. ( 1906 )

Oelricks v. Ford ( 1860 )

Robinson v. United States ( 1872 )

Robert D. Sprague, Plaintiffs-Appellees/cross-Appellants v. ... ( 1998 )

Textile Workers v. Lincoln Mills of Ala. ( 1957 )

Litton Financial Printing Div., Litton Business Systems, ... ( 1991 )

Curtiss-Wright Corp. v. Schoonejongen ( 1995 )

Black & Decker Disability Plan v. Nord ( 2003 )

Stolt-Nielsen S. A. v. AnimalFeeds International Corp. ( 2010 )

View All Authorities »

Cited By (81)

Society of Professional Engineering Employees in Aerospace, ... ( 2017 )

United States v. Jacobi Tavares Hunter ( 2016 )

Donohue v. the State of New York ( 2022 )

32BJ N. Pension Fund v. Nutrition Mgmt. Servs. Co. ( 2019 )

Abernethy v. EmblemHealth, Inc. ( 2019 )

Abdullayeva v. Attending Home Care Services, LLC ( 2019 )

United Ass'n of Journeyman & Apprentice Plumbers & ... ( 2016 )

In Re Asbestos Products Liability Litigation ( 2017 )

William Einhorn v. Penn Jersey Building Materials ( 2018 )

Ronald Cup v. Ampco Pittsburgh Corp ( 2018 )

Norman Hansen v. International Union of Painter ( 2019 )

Nitterhouse Concrete Products v. Glass Molders Pottery ... ( 2019 )

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

Kelly v. Honeywell Int'l, Inc. ( 2019 )

Barton v. Constellium Rolled Products-Ravenswood, LLC ( 2017 )

Hallmark-Phoenix 3, L.L.C. v. NLRB ( 2016 )

Hallmark-Phoenix 3, LLC v. National Labor Relations Board ( 2016 )

Barton v. Constellium Rolled Products-Ravenswood, LLC ( 2017 )

Board of Trustees v. Four-C-Aire, Inc. ( 2019 )

In re: Grand Jury ( 2018 )

View All Citing Opinions »