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United States District Court, S.D. New York

September 16, 2004.

LOCKHEED MARTIN CORPORATION on its own behalf and as Plan Sponsor, Plan Administrator, and Named Fiduciary of the LOCKHEED MARTIN CORPORATION RETIREMENT INCOME PLAN III, Plaintiff,

The opinion of the court was delivered by: THOMAS GRIESA, Senior District Judge


This is a dispute about residual assets of a pension plan. The plan was administered by defendant Metropolitan and the assets in dispute are being held by defendant Mellon. The actual dispute is between plaintiff Lockheed and defendant Singer N.V.

The pleadings which are relevant to this motion consist of a Second Amended Complaint filed by plaintiff and defendant Singer N.V.'s Answer to the Second Amended Complaint, which includes various counterclaims and cross-claims. Singer N.V. moves for judgment on the pleadings. Lockheed opposes that motion and cross-moves for summary judgment.

  The Court has received extensive written submissions, and oral argument was held yesterday.

  Singer N.V.'s motion for judgment on the pleadings is denied. Lockheed's cross-motion for summary judgment is denied, with leave to renew after there is further discovery.


  One of several pension funds established many years ago by the entity known as The Singer Company ("Singer") was the Executive Office Foreign Service Plan (the "EOFS Plan"). In connection therewith, Singer purchased Group Annuity Contract No. 365F ("GAC 365F") from MetLife. It appears that $4 million remains subject to these arrangements but is not needed to satisfy any further pension obligations. It further appears that when MetLife converted from a mutual insurance company to a corporation, whoever was the owner of GAC 365F became entitled to 46,434 shares of common stock of MetLife. The money and the shares constitute the assets in dispute. The proper disposition of these assets depends largely on the interpretation of a reorganization agreement between Singer and SSMC Inc. dated July 18, 1986. Plaintiff Lockheed is the successor-in-interest to Singer. Defendant Singer N.V. is the successor-in-interest to SSMC Inc.

  Singer N.V. contends that the 1986 agreement contained provisions which unquestionably transferred to SSMC the pension plan in question (the EOFS Plan) and the contract with MetLife (GAC 365F), and that therefore any assets which have now accrued to GAC 365F belong to SSMC's successor, defendant Singer N.V. Since the 1986 agreement is part of the pleadings, Singer N.V. urges that it is entitled to judgment on the pleadings.

  Lockheed relies both on the pleadings and certain additional submissions and seeks summary judgment. Lockheed contends that the 1986 agreement can only be interpreted as transferring certain specified pension plans to SSMC, and that since the pension plan at issue in this case was not included in those specifically dealt with, it was not transferred, but remained with Singer.

  Lockheed contends that subsequent to the 1986 agreement, it acted in a manner consistent with its being the owner of the EOFS Plan and GAC 365F, and that SSMC acted in a manner inconsistent with SSMC being the owner. SSMC makes certain contrary allegations. It is agreed by both sides that in August 2000, when MetLife decided to discontinue administering the EOFS Plan, it notified Singer N.V. (the successor to SSMC) that the residual funds were being held for Singer N.V., but the parties are in disagreement about the significance of this.

  The issue under the 1986 agreement is not as clear as either side suggests.

  Section 2.01 of that agreement provided that the assets and liabilities of Singer's sewing and furniture businesses were transferred to "the Former Singer Businesses," consisting of 42 companies listed in Schedule I attached to the agreement. Section 2.02 of the agreement went on to provide that Singer would transfer to SSMC the shares of stock of the corporations comprising the Former Singer Businesses.

  Section 4.02 provided that SSMC would assume the liabilities of all of the operations and businesses included in the Former Singer Businesses.

  At the oral argument the Court raised a question about the significance of the fact that Section 2.01 provided that assets and liabilities would be transferred to the Former Singer Businesses and that what SSMC was to receive, pursuant to Section 2.02, was shares of stock rather than a transfer of assets and liabilities. At the argument both sides agreed that the net effect of the relevant provisions was that the assets and liabilities referred to in these sections came under the ownership of SSMC. Neither side makes any point of the possible distinction between stock ownership and ownership of assets and liabilities for the purpose of the present motions.

  This means that if Sections 2.01, 2.02 and 4.02 are to be interpreted as covering the EOFS Plan and GAC 365F, then they were transferred to SSMC, as Singer N.V. now contends.

  However, Lockheed points out that the subject of pension plans was dealt with expressly in Section 8.02 of the agreement. Certain specific plans were transferred to SSMC and the plan at issue in the present case was not so transferred. Lockheed argues, with considerable persuasiveness, that if there was an intention to transfer the pension plan in question to SSMC, it would have been natural to include this plan in Section 8.02. Lockheed contends that it would be most peculiar to have certain plans transferred in the specific provision about pension plans (Section 8.02) and another plan transferred by virtue of the general language of Sections 2.01, 2.02 and 4.02.

  The strength of Lockheed's argument is sufficient to cause the Court to deny Singer N.V.'s motion for judgment on the pleadings.

  However, as discussed at oral argument, there are still questions about what was actually intended regarding the EOFS Plan and GAC 365F. These questions cause the Court to deny Lockheed's motion for summary judgment on the present record. There is reason to allow some further discovery, which it is hoped will be quite limited.

  After such discovery, Lockheed will be able to renew its motion for summary judgment if there are grounds for doing so. By the same token, if the record justifies a summary judgment motion by Singer N.V., such a motion can be made.


  Singer N.V.'s motion for judgment on the pleadings and Lockheed's cross-motion for summary judgment are both denied, subject to the provisions set forth above.



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