United States: Circuit Courts Grapple With The Permanence Of Retiree Health Benefits Under Collective Bargaining Agreements

On August 7, 2019, in Kelly v. Honeywell International, the Second Circuit handed down the latest decision in a series of cases across the country on a company's obligation to provide lifetime health care to retirees.

Unlike for ERISA-regulated pension plans, which have strict vesting requirements, ERISA permits employers to adopt, modify, or terminate welfare benefit plans, such as health care plans, "for any reason at any time." M & G Polymers USA, LLC v. Tackett, 135 S. Ct. 926, 933 (2015). The Supreme Court in Tackett explicitly overturned UAW v. Yard-Man, Inc., 716 F.2d 1476, 1482 (6th Cir. 1983) and its progeny, which held that when an employer and union "contract for benefits which accrue upon achievement of retiree status, there is an inference that the parties likely intended those benefits to continue as long as the beneficiary remains a retiree." Now, under Tackett, whether the parties to a collective bargaining agreement (CBA) intended that the employer would provide vested welfare benefits is a question of contract interpretation. There is no automatic presumption of vesting.

Since Tackett, courts across the country have grappled with what language could require an employer to extend welfare benefits beyond the expiration of a CBA. The Second Circuit's decision is the latest in series of separate cases involving Honeywell International over the past year, and exemplifies this challenge.

The Second Circuit Finds Retiree Benefits Vested

In Kelly, the Second Circuit determined that an effects bargaining agreement (EBA) between Honeywell's predecessor and the United Automobile, Aerospace and Agricultural Implement Workers of America contained "unambiguous language vesting welfare benefits" and that the agreement's general durational clause did not prevent those benefits from vesting. Specifically, the EBA provided:

The EBA was incorporated into the broader CBA between the parties. Both the EBA and the more general CBA had a durational clause. A separate supplemental group insurance agreement was also incorporated into the CBA and described medical benefits and plan options available to eligible employees and retirees. This group insurance agreement contained a provision that "[i]f the Collective Bargaining Agreement is canceled in whole or in part benefits hereunder will immediately cease."

The Second Circuit, using principles of general contract interpretation, emphasized that the EBA provided lifetime medical covered "as now in effect or as hereafter modified by the parties." Furthermore, because the EBA contained affirmative language stating that retiree medical benefits will continue "for the life of the retiree or surviving spouse," this language trumped any durational limitation of the CBA more generally. The language in the supplemental group insurance agreement did not change the analysis, because, among other reasons, this clause just articulates that if the CBA were cancelled, the supplemental group insurance agreement would not continue either. It did not permit the company to unilaterally amend the retirees' benefits.

Accordingly, the Second Circuit permanently enjoyed Honeywell from terminating medical coverage for union retirees who retired before the CBA expired. It also temporarily enjoined the company from terminating medical coverage for union retirees who retired after the CBA expired and remanded the case to the district court for further proceedings on that issue.

The Sixth and Eighth Circuits Held that Retiree Health Benefits did not Vest

The Kelly decision stands in stark contrast to three other federal appellate court decisions decided in 2018 and 2019 regarding Honeywell's alleged obligations to provide retiree health benefits.

In Pacheco v. Honeywell International Inc., 918 F.3d 961 (8th Cir. 2019), the Eighth Circuit determined that early retiree healthcare benefits did not vest when an employee retired.

Unlike in Kelly, the retiree healthcare benefit provisions at issue in the Pacheco CBAs provided:

But, compounding the clarity of this language, the CBAs also specified under what circumstances the company would make contributions towards the annual retiree medical premium. That provision did not indicate that such contributions would cease if the CBA terminated. Finally, the CBAs also contained a general durational provision, similar to the one in Kelly.

Ultimately, the Eighth Circuit determined that the promise of benefits "for the duration of this agreement" and the general durational clause were not trumped by the fact that the CBAs did not include a time limit on when the company would make contributions towards the annual retiree medical premiums. The plaintiffs were not entitled to ongoing retiree health benefits after the expiration of the CBAs at issue.

Considering slightly different language, the Sixth Circuit came to a similar conclusion one year earlier in Cooper v. Honeywell Int'l, Inc., 884 F.3d 612 (6th Cir. 2018). There, it held that employees who retired at a Honeywell plant in Michigan under a CBA providing that "[r]etirees under age 65 ... will continue to be covered under the [applicable Medical] Plan, until age 65" did not receive vested benefits. The court held that "that general durational clauses should dictate when benefits expire, unless an alternative end date is provided." This language did not unambiguously provide vested retiree healthcare benefits:

Bottom Line for Employers

When negotiating language in a CBA, employers should aim to ensure the language unambiguously demonstrates that retiree health benefits do not continue past the expiration of the contract (assuming that is the desired outcome). As exemplified by the different outcomes different courts reached involving the same employer, small tweaks to the language of the CBA can have a massive financial impact on a company.

Furthermore, employers should remember that retirees are not limited to bringing claims under the terms of the CBA or ERISA plan itself. Employees may also try to bring claims of estoppel or breach of fiduciary duty if a plan sponsor or fiduciary makes a representation that retiree benefits would continue beyond the expiration of the CBA. Thus, plan sponsors and those acting in fiduciary capacities should take care to avoid actions that could create a basis to argue that a plan participant's rights could not be changed in the future.

Footnotes

1 884 F.3d at 619-20. See also Fletcher v. Honeywell Int'l, Inc., 892 F.3d 217, 224 (6th Cir. 2018) (language that simply provided that retirees will be eligible for a particular healthcare plan and that the company will pay the premium costs for that plan did not survive the general durational language of the CBA); Watkins v. Honeywell Int'l, Inc., 875 F.3d 321, 322-25 (6th Cir. 2018) (holding that a CBA that provided, "[f]or the duration of this Agreement, the Insurance Program shall be that which is attached hereto" meant that "Honeywell's obligation to pay for its Fostoria retirees' healthcare ended when the agreement expired.").

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