he accepted all the terms of the contract, including the 'no-suit release' clause. The release, say defendants, is just as binding on the plaintiff as any of the other clauses and must be enforced. Our view of the 'no-suit release' clause makes it unnecessary to rule on defendants' contention that there is no public policy against enforcement of a release of future liability or on plaintiff's contention that there is.
Were we to adopt defendants' construction and application of Article VI, 7, we would, in effect, set at naught our conclusion that the Plan is a contract and not a gratuity. To hold (as we do) that plaintiff has contractual rights but has no means of enforcing them would not only be inconsistent, but futile. A right without remedy is no right at all: cf. Woods v. Interstate Realty Co., 1949, 337 U.S. 535, 69 S. Ct. 1235, 93 L. Ed. 1524. To say with one breath that the Plan is a contract, and with the next to say that one of the parties may not enforce it, is, we feel, a contradiction in terms.
The Company certainly intended to give benefits under the Plan and to vest certain rights in the participants. Whether there would have been any vesting provisions in the absence of such a requirement in the Internal Revenue Code is an interesting speculation. The fact is, however, that the Plan specifically provides that after ten years each participant's interest is vested. If this provision is not to be purely illusory, a remedy must exist to give it meaning. The participant must have the right to enforce the vested interest granted to him; otherwise, it has not been granted. We hold, therefore, that the 'no-suit release' clause does not bar an action by a participant to enforce his rights in the trust res.
Releases of future liability have been upheld, e.g., Manius v. Housing Authority of City of Pittsburgh, 1944, 350 Pa. 512, 39 A.2d 614, which holds that a tenant may release a landlord for liability for negligence. This does not mean, however, that the tenant cannot sue, for example, to enforce a right to obtain possession. Similarly, if the plaintiff alleged that he was fraudulently denied benefits and sued the members of the Committee personally for the damages sustained, or if a participant sued the Trustee for improper handling of the trust assets, the members of the Committee or the Trustee might then plead the release and agreement not to sue as a bar to recovery, relying on the principle of the Manius Case. In the landlord-tenant cases, the release by the tenant of any right to obtain possession of the property would render the lease a nullity. So here, without the construction we have placed on Article VI, 7, the vesting provisions of the Plan are a nullity and the benefits granted illusory. Without a right of action a participant has contracted to receive nothing if such is the whim of the Advisory Board.
We conclude that defendants' motion to dismiss must be denied. Defendants' evidence in support of their motion alleged that the Committee had investigated plaintiff's case and found that his going into competition with the Company was materially inimical to the interests of the Company. Plaintiff's counter-affidavit denies that his acts were materially inimical to the interests of the Company and alleges that the action denying him benefits was arbitrary and capricious and without reasonable basis. Certainly there is an issue of fact involved.
Plaintiff has the right to show that the facts surrounding his resignation and the new job were such that the Committee's findings were without reasonable basis.
Defendants have also alleged that plaintiff settled and waived his claim on being allowed to purchase certain annuities at their cash value. Plaintiff denies that he settled the claim and suffice it to say that as to this issue defendants stated no facts in their affidavit for plaintiff to controvert in order to avoid dismissal of his action.
The motion to dismiss, treated as a motion for summary judgment, is denied.