that they are affected by the expiration of that agreement. Item 43 at 3-4
Defendant provides various Supplemental Plan Descriptions and the annual summary reports--whose relevant sections are quoted above--iterating that retiree coverage was provided under the terms of a collective bargaining agreement and was therefore subject to modification or termination. Item 29, Exs. 20-35. Defendant also argues that the affidavits offered by plaintiffs explaining their understanding of the intent of the parties to the agreement do not meet the Fed. R. Civ. P. Rule 56(c) standard of evidence. Item 42, pp.1-6.
The extensive extrinsic evidence presented by both parties clarifies that their intent at the time the agreement was reached is a genuine issue of fact which cannot be decided by summary judgment. Plaintiffs have produced evidence of past actions and representations on Curtiss-Wright's part which may show that retiree benefits had vested. They also dispute the interpretation of supplementary documents to the contract. Defendant cites several documents which reserved the right to terminate the benefits and disputes the import of its past actions on the issue of vesting. These are factual disagreements concerning the intent of parties to a collective bargaining agreement which must be determined by a trier of fact.
Defendant also moves to dismiss Plaintiffs' second cause of action for breach of fiduciary duty. There is no dispute that in the absence of vesting, defendant did not breach its fiduciary duty by terminating retiree health coverage after the expiration of the 1984-8 CBA. E.g., Senn, 951 F.2d at 816-18. "Unless the collective bargaining agreement establishes a duty to maintain the program, ERISA does not come into play. Viggiano v. Shenango China Div. of Anchor Hocking, 750 F.2d 276, 280 (3rd Cir. 1984).
Defendant maintains that "fiduciary standards do not come into play," even assuming arguendo that the benefits had vested, because Curtiss-Wright was acting as a plan sponsor, not a plan administrator, when it chose to terminate the plan. Item 27, p.29. In Amato v. Western Union Intern., Inc., 773 F.2d 1402, 1416 (2d Cir. 1985), the Second Circuit recognized "that ERISA permits employers to wear 'two hats' and that they assume fiduciary status only when and to the extent that they function in their capacity as plan administrators." Defendant asserts but does not explain why a decision to terminate a plan it has a duty to administer falls outside its fiduciary role. Plaintiffs' counterassertion that Curtiss-Wright, as plan administrator, breached its fiduciary duty to its retirees when it terminated their health insurance in contravention of the parties' agreement to provide them for life is also not amplified.
For this second cause of action, it seems reasonable to defer decision until it is determined whether or not the retiree health benefits vested. If not, no fiduciary duty will be found and the second cause of action must be dismissed as well. If, on the other hand, it is found that the benefits were vested and Curtiss-Wright violated its contractual obligations to the retirees, the parties will then have an opportunity to discuss whether defendant's fiduciary duty was breached as well.
The court finds that the language contained in the 1968-71 collective bargaining agreement and attached insurance agreement referring to the duration of coverage for retirees is ambiguous, and the intent of the parties cannot be clearly determined from a plain reading. The extrinsic evidence presented by both parties demonstrates that there is a genuine issue of fact concerning the intent to vest retiree benefits. Therefore, summary judgment must be denied to both parties.
The court will meet with counsel on January 6, 1993, at 9 am. to determine the next step in this litigation.
JOHN T. CURTIN
United States District Judge
Dated: December 17, 1992
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