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Zino v. Whirlpool Corporation

United States District Court, Sixth Circuit

August 27, 2013

JOSEPH ZINO, JR., et al., Plaintiffs,
v.
WHIRLPOOL CORPORATION, et al., Defendants.

MEMORANDUM OF OPINION AND ORDER [Resolving ECF Nos. 107, 154]

BENITA Y. PEARSON, District Judge.

This class action is calibrated to determine the fate of company-paid health benefits for more than two thousand retired workers (and their spouses) who produced vacuum cleaners for Hoover, Maytag, and Whirlpool, in the Canton, Ohio, area. The lawsuit is brought by Plaintiffs Joseph Zino, Donald Hiner, Roger Knop, George Watts, and Ruth Wade, who represent a class of these individuals (collectively "Retirees"), against Defendants Whirlpool Corporation and Whirlpool Corporation Group Benefit Plan for Retirees (collectively "Whirlpool"), under § 301 of the Labor Management Relations Act ("LMRA"), 29 U.S.C. § 185, and provisions of the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1001 et seq. Retirees and Whirlpool have filed crossmotions for summary judgment, ECF Nos. 107 and 154, calling on the Court to decide, among many contentions, the question at the heart of the controversy: Did the relevant collective bargaining agreements ("CBAs") promise Retirees lifetime, unalterable health benefits to be paid by their employer upon retirement? The Court concludes that genuine issues of material fact exist with respect to the claims of the majority of Retirees. Those claims will proceed to trial. For the reasons that follow, the Court denies summary judgment, in part, and grants summary judgment, in part.

I. Factual and Procedural Background

A. Factual Background

The following undisputed facts help establish the background of this litigation. Retirees are former hourly employees of the Hoover Company and its successor entities, Maytag Corporation and Whirlpool Corporation (each, in the alternative, "the Company"), who retired between 1980 and 2007. ECF No. 146 at 13-14.[1] During their years of employment, Retirees built Hoover-brand floor care products at manufacturing plants in the Canton, Ohio, area. ECF No. 162 at 2. Retirees were unionized and represented by the International Brotherhood of Electrical Workers Local No. 1985 ("the Union"). ECF No. 162 at 2.

Beginning at least in 1971 and in two-, three-, or five-year intervals thereafter, the Union and the Company entered into a series of CBAs. ECF No. 137-2. In general, each CBA was similarly formatted and included the following negotiated documents, see ECF No. 123-40 at 24-25: (1) a Basic Labor Agreement ("BLA") that set forth the parties' essential rights and obligations with respect to their employment relationship; see ECF No. 108-4 and 137-2; (2) an Exhibit A-1 Welfare Plan for Hourly-Rated Employees ("Welfare Plan") that described the insurance coverages provided to hourly employees; see ECF No. 123-2; and (3) an Exhibit A-2 Pension Plan for Hourly-Rated Employees ("Pension Plan") that established the terms under which hourly employees may receive pension benefits upon retirement; see ECF No. 135-4. Prior to 1992, each Welfare Plan explicitly provided that company-sponsored healthcare benefits will end upon retirement, that is, either they will "terminate" or retirees may continue medical coverage "at their own expense." ECF No. 123-2 at 15, 23-25, 34-36, 41-43. In 1992, however, a new Welfare Plan was negotiated that extended to qualified retiring employees the "opportunity" to receive company-paid healthcare after retirement. ECF No. 123-7 at 32. From 1992 through 2007, every Welfare Plan formally recognized such an opportunity. ECF No. 123-2 at 88, 99, 108, 116-117. Notwithstanding the differences between the pre- and post-1992 Welfare Plans, every Retiree in this lawsuit has continued to receive companysponsored healthcare benefits. ECF No. 146 at 13-14; 108 at 17; 155 at 35; 162 at 7.

Significantly, Company and Union negotiations occurred in conjunction with several key organizational changes. In 1989, Hoover was purchased by Maytag and became a division of that company. ECF No. 162 at 5-6. Years later, in 2006, Maytag merged into Whirlpool. ECF No. 162 at 6. Not long after the merger, on January 31, 2007, Whirlpool sold the Hoover floor-care business to Techtronic Industries Co., Ltd. ("TTI"), a Hong Kong company that shut down most of the Hoover manufacturing operations in the Canton area. ECF No. 162 at 6; 123-40 at 12. As part of the sale agreement with TTI, Whirlpool retained the liabilities associated with retirement health benefits for Hoover employees who retired prior to the January 31, 2007 sale. ECF No. 162 at 6-7. Every Retiree in this action retired from employment before January 31, 2007. ECF No. 146 at 13-14.

In May, 2011, Whirlpool delivered notices to Retirees announcing its plans to reduce their health benefits effective January 1, 2013 (this date was later extended to January 1, 2014). ECF No. 162 at 19. Specifically, Whirlpool notified Medicare-eligible Retirees that company-paid supplemental health benefits will no longer be provided and that any supplemental health coverage will have to be individually purchased from private insurance companies. ECF No. 108-20 at 3. Whirlpool also informed Retirees who were not Medicare-eligible that their health coverages will "transition" to the same plan as that provided to the majority of Whirlpool retirees who are not eligible for Medicare. ECF No. 108-20 at 2. Together with these planned reductions, Whirlpool declared "the right, at its discretion, to change or terminate all or any part of the benefits offered at any time and in any manner." ECF No. 108-20 at 5. Also, in 2011, Whirlpool took the step of unilaterally increasing co-payments for prescription drug benefits for Medicare-eligible Retirees. ECF No. 162 at 19. Whirlpool does not dispute that the actual and planned reductions will decrease the estimated present value of Retirees' current health benefits from $169 million to $43 million, resulting in an approximately 75% decrease in estimated present value. ECF No. 134 at 23-24; see ECF No. 108-3 at 2; 108-31; 108-33; 108-34.

B. Procedural Posture

In the Third Amended Complaint, Retirees allege that the applicable CBAs entitle them "to receive specified retiree health benefits that are not subject to unilateral reduction or termination during retirement." ECF No. 146 at 16. According to Retirees, Whirlpool's actual and planned reduction of their health benefits violates the relevant CBAs and welfare benefit plans, and is therefore actionable under § 301 of the LMRA[2] (Count I) and § 502(a)(1)(B) of ERISA[3] (Count II), respectively. ECF No. 146 at 16-17. Retirees also bring a breach of fiduciary duty claim in accordance with §§ 404 and 502(a)(3) of ERISA[4] (Count III). ECF No. 146 at 18. For relief, Retirees request that the Court (1) declare that their retirement health benefits may not be unilaterally modified or terminated by Whirlpool; (2) permanently enjoin Whirlpool from modifying or terminating their benefits; and (3) award damages as well as other remedies. ECF No. 146 at 20-21.

Class certification was granted by the Court on December 12, 2011. ECF No. 24. Later, in accordance with a compromise reached by the parties, see ECF No. 136, the Court ordered the creation of four subclasses. ECF No. 145. Each subclass shares the same core characteristic in that they are comprised of former employees of Hoover, Maytag, or Whirlpool, who were represented by the Union in collective bargaining and who, after retirement, received health care benefits, as well as their spouses and surviving spouses. ECF No. 145 at 2-3. The subclasses are distinguished by the following time periods under which the former employees retired: After April 18, 1980, but before April 19, 1983 (Subclass A); after April 18, 1983, but before January 1, 1993 (Subclass B); after December 31, 1992, but before December 8, 2003 (Subclass C); and after December 7, 2003, but before January 31, 2007 (Subclass D).[5] ECF No. 145 at 2-3.

Presently before the Court is Retirees' motion for partial summary judgment with respect to Count I, the CBA violation claim, and Count II, the welfare benefit plan violation claim. ECF No. 107. In support of their motion, Retirees have filed a memorandum of law and numerous exhibits. ECF No. 108. Pending, too, is Whirlpool's cross-motion for summary judgment as to the entirety of the Third Amended Complaint, including Count III, the breach of fiduciary duty claim. ECF No. 154. That motion is supported by Whirlpool's memorandum of law and voluminous exhibits. ECF No. 123 and 155. The parties have filed responsive and supplemental briefs. ECF No. 113; 134; 135; 137; 156; 175; 180. Now fully advised, the Court is prepared to rule upon these motions.

II. Legal Standard

Summary judgment is "an integral part of the Federal Rules as a whole, which are designed to secure the just, speedy, and inexpensive determination of every action rather than a disfavored procedural shortcut." F.D.I.C. v. Jeff Miller Stables, 573 F.3d 289, 294 (6th Cir. 2009) (quotations omitted). "Summary judgment is appropriate only if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.'" EJS Properties, LLC v. City of Toledo, 698 F.3d 845, 855 (6th Cir. 2012) ( quoting Fed.R.Civ.P. 56(a)). "A genuine issue of material fact exists when there is sufficient evidence for a trier of fact to find for the nonmoving party.'" U.S. ex rel. Wall v. Circle C Construction, LLC, 697 F.3d 345, 351 (6th Cir. 2012) ( quoting Ciminillo v. Streicher, 434 F.3d 461, 464 (6th Cir. 2006)). A court deciding a motion for summary judgment "must construe the evidence and draw all reasonable inferences in favor of the nonmoving party." Kuhn v. Washtenaw County, 709 F.3d 612, 620 (6th Cir. 2013). "Where the moving party carries its initial burden, the nonmoving party may not rest upon its mere allegations or denials of the adverse party's pleadings, but rather must set forth specific facts showing that there is a genuine issue for trial.'" Ellington v. City of East Cleveland, 689 F.3d 549, 552 (6th Cir. 2012) ( quoting Moldowan v. City of Warren, 578 F.3d 351, 374 (6th Cir. 2009)); see Tingle v. Arbors at Hilliard, 692 F.3d 523, 529 (6th Cir. 2012) ("a mere scintilla' of evidence in support of the nonmoving party's position is insufficient to defeat summary judgment").

Cross-motions for summary judgment are examined under the usual Rule 56 standards, and a district court "must evaluate each motion on its own merits and view all the facts and inferences in the light most favorable to the nonmoving party.'" Spectrum Health Continuing Care Group v. Anna Marie Bowling Irrecoverable Trust, 410 F.3d 304, 309 (6th Cir. 2005).

III. Discussion

A. The Parties' Arguments

The substantive issues presented by the cross-motions are vigorously litigated. Retirees' fundamental claim is that the negotiated CBAs created "vested" rights to certain health benefits. ECF No. 108 at 7. Stated another way, Retirees argue that they were promised, through the collective bargaining procedure, "forever unalterable" lifetime rights to receive the health benefits set out in the particular CBA in effect at retirement. ECF No. 108 at 19. Although, as Retirees seem to acknowledge, the CBAs lack a straightforward statement of an intent to vest such benefits; see ECF No. 108 at 19; 134 at 12; they assert that the language of the negotiated documents and the contextual clues contained therein, when evaluated in accordance with Sixth Circuit precedent, "unambiguously" demonstrate vesting. ECF No. 108 at 15. Retirees specifically point to (1) provisions that tie the eligibility to receive retirement health benefits to the eligibility to receive pension benefits; (2) the absence of specific duration limits in retirement health provisions in comparison with the presence of such limits in other provisions; (3) language stating that Retirees "shall have the opportunity to continue" health benefits during retirement; and (4) the principle, established in the groundbreaking case of UAW v. Yard-Man, Inc., 716 F.2d 1476 (6th Cir. 1983), cert. denied, 465 U.S. 1007 , 104 S.Ct. 1002, 79 L.Ed.2d 234 (1984), that the context in which labor negotiations occur may give rise to an inference that retirement benefits are vested. ECF No. 108 at 19-29. Retirees further maintain that their right to vested benefits is supported beyond the CBAs by the extrinsic evidence. ECF No. 108 at 30. This evidence includes records from past negotiations, the testimonies of Company and Union negotiators, and Whirlpool's continued provision of healthcare benefits to Retirees notwithstanding the expiration of every relevant CBA in this case. ECF No. 108 at 15-17.

Whirlpool disputes much of Retirees' legal and factual assertions and responds with a formidable volley of defenses. Chief among Whirlpool's contentions are that (1) the Sixth Circuit authorities cited by Retirees are of "questionable continuing vitality"; ECF No. 155 at 37; (2) any intent to vest retirement health benefits must be stated in "clear and express language"; ECF No. 155 at 19; (3) eligibility for retirement health benefits has never been tied to pension eligibility; ECF No. 155 at 33, 38-39; (4) Retirees' health benefits are limited to the term of the CBA in effect when they retired; ECF No. 155 at 21; (5) every Welfare Plan from 1971 to 1992 lacked references to companypaid retirement health benefits; ECF No. 156 at 7; (6) Retirees who retired between 1993 and 2007 signed authorization forms upon separation from employment acknowledging that retirement health benefits are "subject to change"; ECF No. 155 at 17-18; (7) since 1980, the Company distributed benefits summaries explicitly reserving the right to amend or terminate benefits; ECF No. 155 at 20; (8) presently, most of the class members are enrolled in a PPO plan that carries no concomitant right to vested benefits; ECF No. 155 at 17; (9) Retirees fail to proffer a written instrument satisfying the "minimum standards" required of an ERISA employee benefit plan; ECF No. 155 at 36; (10) the bargaining history shows that the Yard-Man inference does not apply; ECF No. 155 at 20; (11) the LMRA and ERISA claims of every Retiree are barred by the statute of limitations; ECF No. 155 at 27-28; (12) the lack of vesting is evidenced by the Company's unilateral and adverse changes to Retirees' benefits after the date of retirement; ECF No. 155 at 23; and (13) the Union never formally challenged the language of numerous company publications stating that the Company may modify or terminate retirement health benefits; ECF No. 155 at 25. Whirlpool argues, in the alternative, that even if the benefits are vested, the benefit levels may nonetheless be reasonably modified in accordance with two recent Sixth Circuit cases, Reese v. CNH America, LLC, 574 F.3d 315 (6th Cir. 2009) (" Reese "), and Reese v. CNH America, LLC, 694 F.3d 681 (6th Cir. 2012) (" Reese II ").

The Court examines the foregoing arguments in view of the governing legal authorities.

B. Vesting Law

There are two types of employee benefit plans: pension plans and welfare benefit plans. Cole v. ArvinMeritor, Inc., 549 F.3d 1064, 1069 (6th Cir. 2008). Although pension plans are subject to mandatory vesting under ERISA, welfare benefit plans-which include retirement benefit plans-are not. Id. ; see In re While Farm Equipment Co., 788 F.2d 1186, 1193 (6th Cir. 1986) ("Congress expressly exempted employee welfare benefit plans from stringent vesting, participation, and funding requirements"). Rather, retirement benefits typically vest "only if the parties so intended when they executed the applicable labor agreements." Cole, at 1069.

An employer is "free to terminate any unvested welfare benefits upon the expiration of the relevant CBA." Noe v. PolyOne Corp., 520 F.3d 548, 552 (6th Cir. 2008). "An employer that contractually obligates itself to provide vested healthcare benefits [however] renders that promise forever unalterable.'" Moore v. Menasha Corp., 690 F.3d 444, 450 (6th Cir. 2012), cert. denied, ___ U.S. ___ , 133 S.Ct. 1643, 185 L.Ed.2d 618 (2013). Thus, if a welfare benefit has vested, the employer's unilateral reduction of that benefit breaches the CBA, creating a right of action under the LMRA. Yolton v. El Paso Tennessee Pipeline Co., 435 F.3d 571, 578 (6th Cir. 2006), cert. denied, 549 U.S. 1019 , 127 S.Ct. 554, 166 L.Ed.2d 410 (2006). In such an instance, ERISA is violated, as well. See Armistead v. Vernitron Corp., 944 F.2d 1287, 1298 (6th Cir. 1991) ("if it is the intention of the parties to confer on retirees vested rights in medical insurance benefits under a CBA, it is also their intention to confer the same rights under the welfare benefit plan' protected by ERISA"); see also Moore, at 450 ("the LMRA claim also creates a derivative ERISA claim, because the disputed healthcare benefits were agreed upon pursuant to a union-negotiated contract")

"Significantly, in this circuit, a court may find vested welfare benefits under a CBA even if the intent to vest has not been explicitly set out in the agreement." Bender v. Newell Furnishings, Inc., 681 F.3d 253, 261 (6th Cir.), cert. denied, ___ U.S. ___ , 133 S.Ct. 436, 184 L.Ed.2d 260 (2012). And, in this circuit, any discussion of whether benefits vested under a CBA must begin with the analytical framework articulated in Yard-Man. As summarized by one Sixth Circuit panel:

Under Yard-Man, basic rules of contract interpretation apply, meaning that courts must first examine the CBA language for clear manifestations of an intent to vest. [ Yard-Man, 716 F.2d at 1479.] Furthermore, each provision of the CBA is to be construed consistently with the entire CBA and the relative positions and purposes of the parties.' Id. The terms of the CBA should be interpreted so as to avoid illusory promises and superfluous provisions. Id. at 1480. Our decision in Yard-Man also explained that retiree benefits are in a sense status' benefits which, as such, carry with them an inference... that the parties likely intended those benefits to continue as long as the beneficiary remains a retiree.' Id. at 1482. With regard to the Yard-Man inference, ' later decisions of this court have clarified that Yard-Man does not create a legal presumption that retiree benefits are interminable. Yolton, 435 F.3d at 579. Rather, Yard-Man is properly understood as creating an inference only if the context and other available evidence indicate an intent to vest. Id.

Noe, 520 F.3d at 552. Yard-Man explained that the "inference" makes sense because employees are aware that the union owes no obligations to bargain for continued benefits for retirees, and, if they forego wages now in expectation of retiree benefits, which are typically understood as a form of delayed compensation or reward for past services, "they will want assurances that once they retire they will continue to receive such benefits regardless of the bargain reached in subsequent agreements." 716 F.2d at 1482. While the precise weight of the Yard-Man inference has been characterized as "elusive"; Reese, 574 F.3d at 321; recent cases have "described the inference as acting like a thumb on the scales' or nudge' in favor of vesting." Bender, 681 F.3d at 262; see Moore, 690 F.3d at 450 (inference "requires a nudge in favor of vesting' in close CBA cases").

Yard-Man has also been influential for its instruction to "look to other provisions of the agreement for guidance" when the explicit language is ambiguous as to intent. Golden v. Kelsey-Hayes Co., 73 F.3d 648, 654 (6th Cir.), cert. denied, 519 U.S. 807 , 117 S.Ct. 49, 136 L.Ed.2d 13 (1996). Thus, post- Yard-Man cases have recognized, for example, that an intent to vest health benefits may be discerned where the CBA ties the eligibility to receive retirement health benefits to the eligibility to receive a pension, which is a lifetime benefit. See Witmer v. Acument Global Technologies, Inc., 694 F.3d 774, 776 (6th Cir. 2012) ("[l]anguage tying health care benefits to retirement-income benefits, we have held, demonstrates the parties' intent to create vested healthcare benefits"); Noe, 520 F.3d at 553 ("provisions in the [CBAs] expressly tie eligibility to retiree health benefits to eligibility for a pension, which we have repeatedly held evinces an intent to vest"); Yolton, 435 F.3d at 584-85 ("[t]he language tying health care benefits to pension benefits and the context of the bargaining demonstrate an intent to provide lifetime benefits"); McCoy v. Meridian Automotive Systems, Inc., 390 F.3d 417, 422 (6th Cir. 2004) ("[b]ecause the Supplemental Agreement ties eligibility for retirement-health benefits to eligibility for a pension... there is little room for debate that the retirees' health benefits vested upon retirement"); Golden, at 656 ("[s]ince retirees are eligible to receive pension benefits for life, " tying retirement health benefits to pension eligibility indicates "that the parties intended that the company provide lifetime health benefits as well").

Differences in the way duration limits are written in an agreement may also create a vesting footprint. Yard-Man explained that "[v]ariations in language used in other durational provisions of the agreement may, for example, provide inferences of intent useful in clarifying a provision whose intended duration is ambiguous." 716 F.2d at 1480. Therefore, "[t]he Sixth Circuit has consistently held that the inclusion of specific durational limitations in some provisions, but not others, suggests that benefits not so specifically limited, were intended to survive.'" Moore, 690 F.3d at 457; see Reese, 574 F.3d at 322 (applying principle to find that retirees were given right to lifetime health benefits); Noe, 520 F.3d at 562 ("[t]he presence of specific durational language in other provisions and its absence in the retiree health benefits provisions suggests an intent to vest under our case law."); Yolton, 435 F.3d at 582 (specific duration limits regarding benefits for workers on lay-off and on maternity leave, but not for benefits for retirees, indicates vesting of retirement benefits). Other clues within the agreement may be significant, as well. See, e.g., Yolton, at 581 (similarity in duration language for pension benefits and health benefits supports finding that latter is vested).

If an ambiguity remains in the provisions of a CBA, a court may resort to extrinsic evidence to ascertain whether the parties intended for the benefits to survive the agreement. UAW v. BVR Liquidating, Inc., 190 F.3d 768, 774 (6th Cir. 1999), cert. denied, 529 U.S. 1067 , 120 S.Ct. 1674, 146 L.Ed.2d 483 (2000). If an examination of the extrinsic evidence fails to conclusively resolve the issue and a question of intent remains, summary judgment is improper. Cole, 549 F.3d at 1070.

C. Subclass A: 1980-1983 Retirees

Benefits for Retirees who retired between April 18, 1980, and April 19, 1983, are governed by the 1980-1983 CBA. Notably, no new Welfare Plan was negotiated for that term. As explained by an internal Hoover memorandum entitled "Benefit Agreement, " Hoover and the Union decided that "[t]here will be no attempt to write a single document for the 1980-83 Agreement but rather we will utilize the 1977 document together with the signed amendments...." ECF No. 123-43. Read in context, the "1977 document" is the 1977-1980 Welfare Plan. No party disputes that the 1977-1980 Welfare Plan did not promise company-paid retirement health benefits. ECF No. 108 at 9. Rather, that Welfare Plan specified that, upon retirement, health insurance benefits will terminate or employees may convert to an individual policy and continue medical coverage "at their own expense." ECF No. 123-2 at 25.

Although the 1977-1980 Welfare Plan did not provide retirement health benefits, in 1980, Hoover and the Union signed a Contract Settlement amending the 1977-1980 CBA and specifying that the amendments will be carried forward to the 1980-1983 term. ECF No. 108-12 at 2. The amendments included, inter alia, various changes to employee life insurance, pension, and health benefits. ECF No. 108-12. Of relevance is Item 6 of the Contract Settlement, which provides:

6. Pension - Effective April 19, 1980
a. Monthly pension benefits will increase as follows: First 15 years of Erisa pension credit = $11.50 for each year of pension credit.
Second 15 years of Erisa pension credit = $12.50 for each year of pension credit.
Over 30 years of Erisa pension credit = $14.00 for each year of pension credit.
b. Life insurance for all future retirees will be increased from $3, 000 to $5, 000.
c. Future Retirees
The Hoover Company assumes responsibility for paying premiums to the insurance carrier for future retiree's medical insurance in accordance with the terms and conditions of the Plan.

ECF No. 108-12 at 4 (emphasis added). According to Timothy Schiltz, the Pension and Benefits Administrator for Hoover during the 1980 negotiations; ECF No. 123-7 at 9; "the Plan" referenced in Item 6(c) is the 1977-1980 Welfare Plan. ECF No. 123-7 at 30.

The language of Item 6(c), when viewed in context with the extrinsic evidence, supports Retirees' argument that, as to the 1980-1983 Retirees, "Hoover assumed responsibility for paying for the continued medical coverage provided for by the 1977 [Welfare Plan] that had previously been provided only at the retirees' own expense.'" ECF No. 108 at 10. Yet, even so, Retirees fail to present language showing that these benefits vested for the 1980-1983 Retirees. Item 6(c) does not say that Hoover will pay the medical insurance premiums for life without change. Moreover, Item 6(c) does not tie eligibility to receive health benefits during retirement to eligibility to receive a pension, which is one of Retirees' primary vesting arguments. The Sixth Circuit has never held that such language may, on its own, unambiguously communicate an intent to vest. To demonstrate vesting independent of other evidence, the contract language must be definitive. See Policy v. Powell Pressed Steel Co., 770 F.2d 609, 614 (6th Cir. 1985) (finding vesting occurred when CBA required company to provide retirement health insurance coverage "during the life of the pensioner at no cost to the pensioner"), cert. denied, 475 U.S. 1017 , 106 S.Ct. 1202, 89 L.Ed.2d 315 (1986); Weimer v. Kurtz-Kasch, Inc., 773 F.2d 669, 674 (6th Cir. 1985) (concluding health benefits vested when CBA obligated company to pay insurance premiums "so long as... Employees are, in fact, retired and remain unemployed").

On the other hand, Whirlpool fails to establish that it lacks any continuing obligation to the 1980-1983 Retirees. Whirlpool first argues that any such obligation under the 1980 Contract Settlement ended in 1983. ECF No. 155 at 22. As support for this claim, Whirlpool cites the preamble to the Contract Settlement, which states that the "following changes and amendments will be contained in a new [CBA] to be effective from April 19, 1980 through April 18, 1983, at midnight, unless otherwise noted." ECF No. 108-12 at 2. Under Whirlpool's reading of the preamble, "[t]here is no indication" that these Retirees' health benefits were to last beyond April 18, 1983. ECF No. 155 at 22. This interpretation is incorrect. The Sixth Circuit "requires that a durational limitation must include a specific mention of retiree benefits in order to apply to such benefits."[6] Cole, 549 F.3d at 1074; see Yolton, 435 F.3d at 581 ("[a]bsent specific durational language referring to retiree benefits themselves, courts have held that the general durational language says nothing about those retiree benefits"). The "April 19, 1980 through April 18, 1983" limitation does not mention retiree benefits. Therefore, it refers only to the term of the Contract Settlement, not the duration of the retiree health benefits described therein. In other words, the limitation works to bar the application of the Contract Settlement to employees who retire after April 18, 1983, but it cannot constrain the health benefits of someone who retired between April 19, 1980, and April 18, 1983, and was granted a right to receive such benefits under the Contract Settlement.

Whirlpool next argues that, in accordance with the 1980 Contract Settlement, any responsibility to pay premiums for a retiree's medical insurance was subject to "the terms and conditions of the Plan." ECF No. 155 at 22. Whirlpool refers to the 1983 termination date of the 1980-1983 CBA as such a term or condition. ECF No. 155 at 22. This argument is again unavailing because that durational limitation does not specifically refer to retirement health benefits. Whirlpool also argues that Item 6(c) "does not provide retirees information about the benefits provided." ECF No. 156 at 11. This is untrue. Item 6(c) refers to the 1977-1980 Welfare Plan, which describes the benefits that the Contract Settlement in turn gave to the 1980-1983 Retirees. Finally, Whirlpool disputes that Item 6(c) incorporates the benefits from the 1977-1980 Welfare Plan. ECF No. 155 at 32. Whirlpool contends that Schiltz is not qualified to testify that "the Plan" referenced in Item 6(c) is the 1977-1980 Welfare Plan because he was not involved in the 1980 negotiations. ECF No. 155 at 32. Whirlpool suggests that "the Plan" actually refers to the Pension Plan, because Item 6(c) is listed under the heading, "Pension." ECF No. 155 at 32. The Court is unimpressed with Whirlpool's claims. First, Schiltz was involved in the negotiations as part of the support staff. ECF No. 123-7 at 30. Second, his testimony coheres with the understanding that the 1977-1980 Welfare Plan was extended to 1980-1983 and was the instrument that governed health benefits for that term. Third, Whirlpool's interpretation is illogical. It is true that the Contract Settlement, like much of the collective bargaining instruments in this case, is not a model of clarity. The suggestion, however, that the Contract Settlement incorporated the benefits from the Pension Plan does not comport with the fact that the Pension Plan controlled pension benefits, not health insurance benefits.

Discerning no clear answer in the negotiated documents, the Court turns to the extrinsic evidence and finds that it points in both directions. The 1980-1983 Retirees' continued receipt of company-paid health benefits beyond the expiration of the 1980-1983 CBA is evidence of their lifetime right to receive such benefits. See Weimer, 773 F.2d at 676 n.6; Yard-Man, 716 F.2d at 1481. Schiltz also testified in his deposition that he believed the 1980 Contract Settlement created a contractual obligation on the part of the Company to fund health benefits for these Retirees. ECF No. 123-7 at 33. But Whirlpool also presents evidence that supports its claim that the benefits are mutable, even terminable. Hoover published a summary booklet in1980 entitled "Group Insurance Plan" ("GIP") that "describes the insurance program provided to hourly-rated employees of The Hoover Company." ECF No. 123-4 at 26-28. The 1980 GIP contains a Reservation of Rights ("ROR") provision with the following qualification: "This program has been developed during the course of Union-Company negotiations. The Hoover Company intends to continue the program indefinitely, but, as with all group plans, the program may be changed or discontinued." ECF No. 123-4 at 28. Although the 1980 GIP was published by Hoover and was not a collectively bargained document, such "summaries nonetheless serve as extrinsic evidence regarding the extent of the employer's promise of future healthcare benefits and whether the parties intended the benefits to vest." Bender, 681 F.3d at 267. Additionally, during the 1983 negotiations, the Union proposed to enter into an updated version of the 1980 Contract Settlement, which proposal specified, "Group insurance for past and future retirees to remain the same." ECF No. 123-16 at 3 (emphasis added). The Union's proposal was rejected. That the Union desired to memorialize an agreement in 1983 to maintain the retirement benefits given to the 1980-1983 Retirees creates a genuine issue as to whether the Union, back in 1980, had intended those benefits to vest in the first place.[7]

In view of the conflicting evidence, the claims of the 1980-1983 Retirees (Subclass A) should not be resolved through summary adjudication. Rather, they should proceed to trial.

D. Subclass B: 1983-1992 Retirees

Retirees who retired after April 18, 1983, but before January 1, 1993, were not promised company-paid health benefits under any of the applicable Welfare Plans. There is no dispute that every controlling Welfare Plan during this period-including the 1983-1986, 1986-1989, and 1992-1995 Welfare Plans[8] - provides that company health insurance will terminate for employees who retire and that such employees may convert to an individual policy and continue medical coverage only at "their own expense." ECF No. 134 at 26; 156 at 7; see ECF No. 123-2 at 36, 43, 87.

Despite the 1983-1992 Retirees' lack of entitlement to company-funded healthcare under the Welfare Plans, Retirees nonetheless claim that these class members "gain[ed] their rights through" the 1980 Contract Settlement. ECF No. 108 at 10. Retirees provide no explanation as to how the Contract Settlement conferred such rights. Whirlpool, on its end, asserts that the Contract Settlement did not survive the termination of the 1980-1983 CBA. ECF No. 156 at 7.

Whirlpool's position is supported by the language of the 1980 Contract Settlement. As noted earlier, that document limited the term of the "changes and amendments" contained therein to "April 19, 1980 through April 18, 1983, at midnight, unless otherwise noted. " ECF No. 108-12 (emphasis added). The durational limitation is clear. Unless otherwise noted, every item listed in the Contract Settlement expired on April 18, 1983. Item 6(c) is the only provision within the Contract Settlement conferring the right to post-retirement health insurance. Retirees do not point to anything within or outside that document that extends the sunset date of Item 6(c) past April 18, 1983. Nor has the Court, on its own, uncovered anything that does so. Indeed, there ...


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