however, that the threshold inquiry is simply whether the document is ambiguous. There is no reason to think that determinations about ambiguity should be made differently with respect to collective bargaining agreements than to benefit plans.
In Stewart, the collective bargaining agreement provided for health benefits during retirement but also contained a duration clause, which stated that "upon the expiration or termination of this Agreement, the Company shall have the right to continue the Plans covered herein or to amend, modify, suspend or discontinue the Plans." 980 F.2d at 701. The trial court found that the reservation of rights language was unambiguous and denied the plaintiffs' request for injunctive relief. The Eleventh Circuit reversed, holding that "the two provisions cannot both be given full effect, and the contract's language does not establish which one should be qualified." Id. at 703. The Eleventh Circuit directed the trial court to consider extrinsic evidence when assessing the plaintiffs' likelihood of success. In this case, the court is also faced with provisions that cannot both be given full effect.
In Wheelabrator, the collective bargaining agreement conferred benefits that appeared to outlast the duration of the agreement. The district court granted summary judgment for the employer, finding no intention in the agreement to provide benefits for life at no cost. The Seventh Circuit Court of Appeals reversed, holding that the promise of continuing post-retirement benefits could plausibly be read to mean that retirees had vested benefits. 993 F.2d at 608. It is important to note that the Wheelabrator agreement, unlike the agreement in Stewart and the Sperry plan documents, did not contain reservation of rights language. A reservation clause would not have been superfluous even though the bargaining agreements expire automatically, because "sometimes . . . a contract creates entitlements that outlast it." Wheelabrator, 993 F.2d at 606. Thus, Wheelabrator is distinguishable insofar as the collective bargaining agreement did not contain a reservation of rights clause. Nevertheless, the court finds Wheelabrator and Stewart persuasive insofar as they hold that internally inconsistent documents are ambiguous. This determination is consistent with Moore, 856 F.2d at 492-493. In Moore, the court held that informal promises of lifetime benefits do not alter the terms of a written plan document, but the court also held that "the use of language such as 'lifetime' or 'at no cost' [in plan documents] might conceivably create a triable issue of fact on a contract theory." Id. at 493. Plaintiffs have proffered extrinsic evidence which, if believed by the finder of fact, would establish that Sperry intended to confer vested medical benefits upon its employees. Consequently, the court finds the Sperry plan documents to be ambiguous. The motion is denied with respect to the denial of benefits claim of the Sperry sub-class.
IV. BREACH OF FIDUCIARY DUTY
Plaintiffs allege that Unisys is liable under 29 U.S.C. § 1109 for breaching its fiduciary duty as plan administrator. ERISA provides that plan participants may bring a civil action "for appropriate relief under [§ 1109]." 29 U.S.C. § 1132(a)(2). The breach of fiduciary duty claim has two components. First, plaintiffs challenge the termination of benefits itself. Second, plaintiffs argue that Unisys and its predecessors, acting through their agents, made oral misrepresentations about the duration of retiree medical coverage. The first component of the claim is clearly without merit. In Hozier, 908 F.2d at 1162, the Third Circuit Court of Appeals held that a decision to amend or terminate a welfare benefit plan is "unconstrained by the fiduciary duties that ERISA imposes on plan administration." See also Senn, 951 F.2d at 817-818; Musto, 861 F.2d at 912. A denial of benefits claim under § 1132(a)(1)(B) is the proper vehicle for such a challenge.
The second component of plaintiffs' claim bears further scrutiny. Plan administrators breach their fiduciary duty when, in response to inquiries by plan participants, they make affirmative misrepresentations about changes in a benefit plan. Fischer v. PECO, 994 F.2d 130, 135 (3d Cir. 1993). The Fischer plaintiffs had retired just before the announcement of an early retirement sweetener, after having been assured that no such sweetener would be available. Plaintiffs conceded that the employer was not obligated to enhance pension benefits, but they contended that it "had an obligation under ERISA to tell the truth about such decisions when asked by plan participants." The district court found no evidence of material misrepresentations and granted summary judgment for the employer. The Third Circuit Court of Appeals reversed and remanded, holding that "the content of the particular communications PECO allegedly made to members of the plaintiff class and whether such communications constituted affirmative misrepresentations are questions of fact . . . ." Id. at 135. Plaintiffs assert that similar factual issues are raised by their misrepresentation claims.
If Fischer controlled, it would certainly preclude summary judgment in this case. The court, however, finds Fischer distinguishable. Fischer pertains to actual or contemplated changes in an existing plan, not the terms of an existing plan.
As discussed, supra, the contours of an existing benefit plan are defined exclusively in the written plan documents.
To apply Fischer in this context is, as a practical matter, to subvert the well-established rule that informal communications do not alter the terms of the written plan documents. It would be imprudent to fashion a rule that further encourages plan participants to rely upon oral representations about the scope of their benefits plan. Rather, Fischer should be read narrowly to provide a remedy to persons who, due to their reliance upon an alleged misrepresentation, are not plan participants and by definition cannot proceed on a denial of benefits theory.
In Hozier, the court held that plan administration does not encompass amendment decisions. 908 F.2d at 1161. Accordingly, the court concludes that the alleged oral misrepresentations about the possibility of amendments to the plan do not amount to a breach of fiduciary duty. The motion is granted with respect to all breach of fiduciary duty claims.
V. FEDERAL PREEMPTION
Congress intended that ERISA would completely preempt the field of employee benefit law. Reichelt v. Emhart Corp., 921 F.2d 425 (2d Cir. 1990) (interpreting 29 U.S.C. § 1144(a)), cert. denied, 115 L. Ed. 2d 1022, 111 S. Ct. 2854 (1991). Section 1144(a) provides in pertinent part that ERISA "shall supersede any and all State laws insofar as they may now or hereafter relate to any employee benefit plan . . . ." Thus, plaintiffs' remaining claims survive only to the extent they are consistent with federal common law.
Plaintiffs seek relief on theories of promissory estoppel and equitable estoppel. In Hozier, the Third Circuit Court of Appeals limited the availability of estoppel claims under ERISA to cases involving "extraordinary circumstances." 908 F.2d at 1165 n.10; see also Gridley v. Cleveland Pneumatic Co., 924 F.2d 1310 (3d Cir.) ("equitable estoppel is not available in ERISA cases absent 'extraordinary circumstances'), cert. denied, 115 L. Ed. 2d 1023, 111 S. Ct. 2856 (1991). There are no substantiated allegations of fraud or bad faith on Unisys' part.
Furthermore, estoppel claims are available only when plan documents are adjudged ambiguous, Alday, 906 F.2d at 666, and the plaintiffs can show detrimental reliance. Etherington, 747 F. Supp. at 1281. As court noted in Etherington :
After all, the choice that would have confronted plaintiffs had they specifically been told about the situation that they now complain was left undisclosed was really a Hobson's choice from their perspective: They could have continued work as they did and ended up with the diminished benefits or they could have left their jobs and ended up with no benefits whatever. Hence even on the arguendo assumption that plaintiffs did rely on those asserted 'misrepresentations' in continuing to work for [their employer], no facts have been advanced that could support a reasonable inference that such reliance injured plaintiffs in any real way.