The opinion of the court was delivered by: HERMAN
This is a suit by the labor union representing the composing room employees of Defendant Company and its successor of the composing room activities, Bi-Comp, Inc., against the Maple Press Company over the division of the pension fund.
From the record and the suggested findings filed by both the Plaintiff and the Defendant we find the following facts.
The Plaintiff, York Typographical Union No. 242 at all times relevant to this case represented the composing room employees of the Maple Press Company and from on or about February 15, 1973, represented those composing room employees, who thereafter worked for Bi-Comp, Inc.
On October 16, 1963 Plaintiff and Defendant entered into a collective bargaining agreement which provided, inter alia, for the creation of a pension trust fund.
On January 6, 1964 pursuant to this agreement and to agreements with three other labor unions representing other employees of Defendant,
a pension trust fund was established under the name of "The Maple Press Company Pension Plan" in which it was provided that Maple Press would pay into the fund 10 cents for each hour each employee worked at straight time. The various collective bargaining agreements required this payment and provided for a ten-year moratorium on the right of the unions to negotiate an increase in this contribution to the fund.
The Pension Plan covered all employees of Maple Press and not just those in the composing room represented by Plaintiff and which as indicated comprised 15 to 20% of the Company's employees.
The Pension Plan provided, in part, that employees could become vested only upon completing 25 years of service and attaining the age of 50 years, and further that employees could receive pensions upon retiring at age 65 with 15 years service (normal retirement) or at age 55 with 25 years service (early retirement).
The Pension Plan also provided that in the event of discontinuance of the Plan, to the extent that the assets were sufficient, moneys would be allocated for the purpose of paying pensions at age 65 in the following order of precedence: to persons who had retired prior to such discontinuance; to employees aged 65 or over on the date of discontinuance; to employees eligible for early retirement on the date of discontinuance; and to all other employees.
From the inception of the Pension Plan the Plan's actuary has been the Wyatt Company and Edwin F. Boynton, a senior actuary of the Wyatt Company, has at all times had the basic actuarial responsibility for the Plan.
The level of benefits to be paid under the Plan is determined by a Pension Plan Committee composed of labor and management representatives on the basis of actuarial evaluations made by the Wyatt Company. When the level of benefits was raised under the Plan, the increased level of benefits was historically paid to already retired employees as well as to future retirees.
The genesis of the problem appears at the next meeting held on January 4, 1973 at which meeting Maple Press was represented by Nicholas Kollman, Vice President, Terrance M. Kramer, Director of Corporate Relations and Lawrence T. Zimmerman, Esquire, Attorney for the company;
and the union was represented by J. Harold Barnhart, Jr., President of the Plaintiff union, five members of the scale committee of the Plaintiff and Jack Boris, International Representative of the union. No representative of Wyatt Company was present. At the meeting the company informed the union that there was a strong possibility that Witman would buy the composing room facilities and continue its operation, and would employ the 80 odd persons then working there for Maple Press.
At this meeting the company proposed to the union a two-page labor contract which provided for the discontinuance of the composing room, the termination of all composing room employees and the bargaining relationship with the union, vacation pay arrangements, and the transfer of certain funds in the Pension Plan to the purchaser,4 (which later became Bi-Comp). This two-page labor contract was conditioned on the sale to Bi-Comp being consummated by February 15, 1973, and it was so consummated.
The clause, which gives rise to the first problem, after amendment at the meeting, provided:
"The funds in the Maple Press Company Pension Plan allocable to employees in the bargaining unit represented by the Union, as determined on the basis of an actuarial review as of the date of sale, shall be transferred to a successor plan agreed to by Comp, Inc., and the Union, provided that such procedure is approved by the Internal Revenue Service."
The contract was then, as so amended, executed by the parties.
The January 4, 1973 meeting was the first time that the company and the union had discussed the pension termination and the allocation of the assets although the company officers had met with the Wyatt representative in Washington sometime prior thereto to discuss the closing of the composing room and the resulting problems with the Pension Plan.
The Wyatt Company did in fact make the actuarial review and allocation, the details of which will be discussed later in this opinion, and as a result of this review, the sum of $111,131 was turned over to the Bi-Comp Pension Fund, which fund carried the same benefits to the Bi-Comp employees as the Maple Press Plan did to the composing room employees. The Bi-Comp plan further provided that the years of service that the transferred employees had accumulated with Maple Press would, for pension purposes, be considered as having been served with Bi-Comp so that if both companies and both plans continued as planned the transferred employees would receive exactly the same pension benefits that they would have received with Maple Press if the composing room had not been severed.
Contending that the Defendant has breached its contract of January 4, 1973 by permitting Wyatt Company to make the actuarial review; that the said review was actuarially unsound and provided for a division of the assets of the Pension Fund which was unfair to Plaintiff members and which violated the preferences set forth in the Pension Plan, Plaintiff in its amended complaint asks the Court to permanently enjoin the allocation of the funds as set forth in the Wyatt actuarial review; determine the proper portion of the fund due Plaintiffs' members; and order Defendant to turn over to Bi-Comp, Inc. the portion to which the Court finds Plaintiffs' members are entitled.
We hold in favor of the Maple Press Company and deny the injunction and the related claims of the Plaintiff.
We first consider the contract of January 4, 1973 and the intent of the parties. It is significant that the original complaint filed on May 24, 1974 found no fault with the fact that the Wyatt Company made the actuarial review but complained only about the result reached by that actuary. It was the February 5, 1976 amended complaint that first complained that Defendants' use of the Wyatt Company was contrary to the parties agreement but Plaintiff seems to have not pressed this claim in its brief or ...