any reasonable employee," without imposing an arcane interpretation which could be surprising to a lay person relying on the document. Id. at 96.
Plain interpretation of plain language is particularly important to employees who are the contemplated recipients of the information. See proceedings in Honor of Hon. Paul R. Hays, 635 F.2d at LXXI (Remarks of Hon. Henry Friendly, quoting Hays, J. dissenting in NLRB v. Golub Corp., 388 F.2d 921, 929 (2d Cir. ).
The Third Circuit takes the view, expressed in Trenton v. Scott Paper Co., 832 F.2d 806, 810 (3d Cir. 1987) that "employees at over-staffed plants and employees at 'lean' plants are not similarly situated." This formulation lends itself to surprises for the unwary. It is contrary to the approach taken by the Second Circuit in Chambless, which teaches that realistic notice of changes in pension benefits and how they are to be administered must be given under ERISA. In Trenton the Third Circuit, responding to a complaint that the retirement board involved in that case had slavishly followed the employer's dictates, took the position that pension plan administers were obligated to accept employer decisions as to which employees were eligible. Trenton did not, however, as does this case, involve delegation of amendment authority to parties not named under 29 USC 1102(b)(3). Such delegation deprives employees of the statutory right to know who is the amending authority.
The Committee violated ERISA provisions in at least two particulars. Charged by the Plan itself with the exclusive statutory power to amend the Plan, it abandoned its duty to structure the plan through its own amending processes and delegated to management the power to determine eligibility for benefits. It permitted the amendment by management to violate the Magna Carta or pole star of the structure - the provisions of Article 4.5 of the Plan (which the Committee was bound to follow so long as it was not amended) to the effect that all discretionary decisions "be uniform in nature and applicable to all persons similarly situated."
The delegation of the power to amend, not provided for in the Plan, violated not only the Plan itself, but also the ERISA requirement that the situs of amendment power be identified in the Plan. The Plan established the Committee; designated the Committee as the "named fiduciary"; and gave it the sole power to amend the plan, subject to management's veto power over amendments with an annual cost of over $ 3 million. No other party was given the power to amend the Plan.
The Committee's duties remained governed by the unamended Article 4.5 which it violated (see 29 USC 1102(b)(3)). The Committee itself did not redraw coverage boundaries for aspects of the Plan, but improperly delegated that function.
Summary judgment is granted to plaintiffs on the merits of their claim that the Committee violated plaintiffs' rights under ERISA. Plaintiff's counsel is directed to submit, on notice to defense counsel, within 30 days, a proposed judgment.
Dated: White plains, New York
April 13, 1992
VINCENT L. BRODERICK, U.S.D.J.