1996 Decisions

Opinions of the United

States Court of Appeals

for the Third Circuit

10-9-1996

In Re: Unisys Corp

Precedential or Non-Precedential:

Docket 96-1100,96-1156

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Recommended Citation

"In Re: Unisys Corp" (1996). 1996 Decisions. Paper 44.

http://digitalcommons.law.villanova.edu/thirdcircuit_1996/44
 UNITED STATES COURT OF APPEALS 

 FOR THE THIRD CIRCUIT 

 

 Nos. 96-1100 and 96-1156 

 

 IN RE: UNISYS CORP. LONG-TERM DISABILITY PLAN ERISA LITIGATION 

 JOHN B.G. ROBERTS, III; PATTY GUERRANT, as Personal 

 Representative of the Estate of Jackson Guerrant; 

 RICHARD STARK; MARGARET C. ROELLER, as Personal 

 Representative of the Estate of Eugene Roeller, 

 as representatives of the certified plaintiff class, 

 and JOHN B.G. ROBERTS, III, acting individually, 

 Appellants in No. 96-1100 

 FRANCES MCFEELY, Administratrix of the Estate 

 of John McFeely 

 Appellant in No. 96-1156 

 On Appeal from the United States District Court 

 for the Eastern District of Pennsylvania 

 (MDL-938) 

 

 Argued: August 15, 1996 

 BEFORE: GREENBERG and ALITO, Circuit Judges, and 

 DEBEVOISE, Senior District Judge* 

 (Filed: October 9, 1996) 

 

*Honorable Dickinson R. Debevoise, United States Senior District 

Judge for the District of New Jersey, sitting by designation. 

Leonard N. Bebchick (Argued) 

888 Sixteenth Street, NW 

Washington, DC 20006 

 Attorney for Appellants, John B.G. Roberts, III; 

 Patty Guerrant, as Personal Representative of the 

 Estate of Jackson Guerrant; Richard Stark; 

 Margaret C. Roeller, as Personal Representative of 

 the Estate of Eugene Roeller, as representatives of 

 the certified plaintiff class, and John B.G. Roberts, III, 

 acting individually, 
Spencer Steele 

3000 Marcus Avenue, Suite 3E3 

Lake Success, NY 11042 

 Attorney for Appellant, Frances McFeely, Administratrix 

 of the Estate of John McFeely 

Laurence Z. Shiekman 

Brian T. Ortelere (Argued) 

Pepper, Hamilton & Scheetz 

3000 Two Logan Square 

18th and Arch Streets 

Philadelphia, PA 19103-2799 

Joseph A. Teklits 

Unisys Corporation 

P.O. Box 500, C2NW14 

Blue Bell, PA 19424-0001 

 Attorneys for Appellees, Unisys Corporation and

 The Unisys Long-Term Disability Plan 

Robert C. Johnson 

Gerald E. Fradin (Argued) 

Sonnenschein Nath & Rosenthal 

8000 Sears Tower 

Chicago, IL 60606 

 Attorneys for Appellee, The Travelers Insurance Company 

 

 OPINION OF THE COURT 

 

DEBEVOISE, Senior District Judge. 

 This appeal requires interpretation of the "Income from 

Other Sources" provision of the Unisys Corporation Long Term 

Disability Plan (the "LTD Plan" or the "Plan"). The provision 

advises the Plan participant that the "benefits you receive may 

be adjusted if you receive pension benefits from ... other 

sources." 

 Appellants, employee-participants in the Plan, contend that 

only benefits they themselves receive from other sources may be 

deducted from Plan benefits. Unisys, on the other hand, contends 

that deductions must be made not only for benefits the 

participants receive from other sources but also for benefits 

which participants' dependents receive from other sources. 

 The district court, agreeing with Unisys, granted summary 

judgment in favor of Unisys and in favor of Travelers Insurance 

Company, the administrator of claims requests. This appeal 
followed. 

 The district court had subject matter jurisdiction under 28 

U.S.C. § 1331 (federal question jurisdiction) and under 29 U.S.C. 

§§ 1132(e)(1) and 1132(f) (jurisdiction of participants' claims 

under the Employee Retirement Income Security Act of 1974 

(ERISA), 29 U.S.C. § 1001 et seq.). We have jurisdiction over 

the appeal pursuant to 28 U.S.C. § 1291. Review of the grant of 

summary judgment is plenary. 

 I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY 

 A. Factual Background 

 Unisys is the product of the merger in September 1986 of the 

Burroughs Corporation ("Burroughs") and the Sperry Corporation 

("Sperry"). Each of those corporations had, prior to the merger, 

long term disability ("LTD") plans. Each of the former plans 

provided that the employer must adjust benefits by (i) the Social 

Security disability benefits paid to the participants and (ii) 

the Social Security benefits to which the participants' spouses 

and children were entitled on account of the participants' 

disability. 

 The language providing for each kind of deduction was 

explicit. The Burroughs LTD Plan effective January 1, 1984 

provided that monthly benefits were to be reduced by the amount 

of Other Income Benefits. Other Income Benefits included 

"[i]ncome benefits available under ... [t]he Federal Social 

Security Act ... including benefits available thereunder to or 

for any and all of your dependents ... on account of your 

disability...." (App. at 533-34). (Emphasis added). 

 The Sperry LTD Plan called for a reduction from monthly 

benefits of Other Income Benefits. "Other Income Benefits" 

included: 

 5. The amount of disability or retirement benefits 

 under the United States Social Security Act, The 

 Canada Pension Plan, or the Quebec Pension Plan, 

 or any similar plan or act, as follows: 

 a. disability benefits for which: 

 i. you are eligible, and 

 ii. your spouse, child or children are 

 eligible because of your disability; 

 .... 

(App. at 565). (Emphasis added). 

 Upon the merger of Burroughs and Sperry the resulting 

corporation, Unisys, proceeded to draft a new plan for the 

employees of the constituent corporations. The new LTD Plan 

became effective on April 1, 1988, but the drafting process 

continued for a considerable period of time thereafter. 

 In August 1988 Travelers, at Unisys' request, prepared and 

forwarded to Unisys a draft of the proposed text of the LTD Plan. 

The draft, in the form of a marked-up printer's proof dated June 

20, 1988, contained an "Income from Other Sources" text that 

expressly provided for the offset of LTD benefits by the amounts 
of dependent Social Security benefits. (App. at 455-56). 

 At the same time Unisys' Director of Benefit Programs and 

Planning, Mary Massman, undertook to draft a number of benefit 

plans including a new LTD Plan. She drew heavily upon the 

Burroughs and Sperry plans, "cut and pasted" them and produced 

the new Unisys LTD Plan document. This document was adopted 

rather than the proof which Travelers had provided.

 Under the Unisys LTD Plan as prepared by Ms. Massman, 

employees could elect to participate by agreeing to pay the 

applicable rates for coverage. The Plan is fully funded by 

employee contributions. Participants qualifying for LTD benefits 

would receive "66-2/3% of your pay if you are totally disabled." 

Benefits "continue for so long as you are totally disabled, until 

you recover or reach the maximum benefit period." (App. at 316- 

17). 

 The income from other sources language differed

significantly from the language of the Sperry and Burroughs Plans 

and from the language of the Travelers proof. The new LTD Plan 

did not provide in so many words for a deduction of Social 

Security benefits paid to dependents. Its income from other 

sources provision read: 

 The LTD you receive may be adjusted if you receive 

 pension benefits from Unisys and/or disability income 

 from other sources, such as Social Security, Workers' 

 Compensation or state disability benefits. If the 

 combination of benefits from these sources and the 

 Unisys LTD Plan equals more than 75% of your pay, the 

 Unisys LTD benefit will be reduced to bring the total 

 benefit from all sources to this 75% level. Regardless 

 of this feature, if you qualify for an LTD benefit, you 

 will receive at least $100 per month from the Plan. 

(App. at 316). (Emphasis added). 

 At her deposition Ms. Massman testified that this language 

was intended to include adjustments for Social Security benefits 

received by dependents as well as by the disabled employee: 

 A. Okay. It was always the intent of the company that 

 if income was payable by virtue of a disability of 

 one of our participants that that income would be 

 taken into account in determining the offset. 

 Because it was only payable by virtue of the fact 

 that the person was disabled. 

 Therefore, it didn't seem necessary to stipulate the 

 difference between the two. Because it was only 

 being paid because our participant was disabled. 

 So it was always our intent to offset the individual 

 and the family Social Security disability benefit. 

(App. at 495). 

 A. Because an individual or a family member would have 

 received no Social Security absent that disability. 
 To me it was a source of income, that was the sole 

 result of the fact that our participant was disabled. 

 Therefore, it did not seem necessary to specify 

 separately 'family' or 'individual'. 

 . . . 

 Q. As I understand your testimony, the words 'family' or 

 'dependent' were not used because you just didn't feel 

 it was necessary? 

 A. That's correct. 

 Q. All right. The matter was clear. 

 A. It was very clear to me. 

(App. at 488). 

 Unisys, as Plan administrator, had the right to interpret 

the Plan's terms: 

 The Plan administrator has authority to control and manage 

 the operation and administration of the plans. 

 . . . 

 The administrator for processing benefit requests will pay 

 benefits in accordance with the terms of the plans. All 

 final decisions with respect to the administration and 

 interpretation of the terms of the plan, however, remain 

 with the plan administrator. 

(App. at 320A, 320B). 

 After the Plan became effective in April 1988 Unisys 

distributed explanatory materials to its employees. Its 1991 

Enrollment Guide issued in the fall of 1990 provided the first 

notice to all employees that LTD benefits were reduced by 

dependent Social Security benefits. There was no modification at 

that time of the text of the LTD Plan or of its Summary Plan 

Description. The 1992 Enrollment Guide did not contain a 

comparable notification. 

 In the spring of 1993, with effect from January 1, 1993, 

Unisys republished its LTD Plan. This document expressly states 

that benefits are subject to reduction by amounts of dependent 

Social Security awards. Unisys asserts that the new language 

expressed a continuation, rather than a change, of an existing 

provision. 

 From the outset, upon Unisys' instructions, Travelers 

reduced benefits payable under the Plan by the amounts of Social 

Security benefits payable not only to Plan participants but also 

by the amounts payable to dependents. Until early 1991, when 

questioned about the appropriateness of the deductions on account 

of dependent benefits, Travelers supported its practice by 
sending to the claimant a copy of the printer's proof, 

representing that it constituted the text of the LTD Plan. This 

proof was not the text of the Plan and had never been adopted by 

Unisys. 

 B. Procedural History 

 The present proceedings evolved from two complaints filed on 

behalf of Unisys employees who claimed that their disability 

benefits had been wrongfully reduced on account of Social 

Security benefits awarded to their dependents. The Roberts case, 

a class action, was filed in the District of Columbia. The 

McFeely case, also a class action, was filed in the Supreme Court 

of the State of New York. 

 The Roberts complaint asserted four claims: Claim I sought 

recovery from the Plan for its reduction of LTD benefits contrary 

to Plan provisions. Claim II sought to require Unisys and 

Travelers to make the Plan whole for the payment on the ground 

that it was occasioned by their breach of fiduciary duties in 

administering the Plan. In Claim III Roberts sought on his own 

behalf injunctive relief requiring Unisys and Travelers to 

establish appeals procedures which comply with applicable law. 

In Claim IV Roberts sought on his own behalf statutory penalties 

for Unisys' failure timely to provide requested Plan documents. 

 By stipulation and order in the Roberts case the class was 

certified, the case was transferred to the Eastern District of 

Pennsylvania, and four additional persons were permitted to 

intervene as class representatives. 

 The McFeely action, which asserted claims which tracked 

Claims I and II of the Roberts case, was removed to the Eastern 

District of New York. The Panel on Multi-District Litigation 

ordered it transferred to the Eastern District of Pennsylvania 

where it was consolidated with the Roberts case. 

 After completion of discovery the Roberts class

representatives moved for summary judgment on class Claim I. 

Unisys moved for summary judgment on class Claims I and II. 

Travelers moved for summary judgment on class Claim II, the only 

claim asserted against it. The district Court rendered a 

decision in January 1994. 

 The Unisys LTD Plan provided that "[t]he Benefit you receive 

may be adjusted if you receive pension benefits from Unisys 

and/or disability income from other sources, such as social 

security...." The district court found that "the language in 

dispute is not facially ambiguous" and thereupon engaged in an 

analysis prescribed in Mellon Bank, N.A. v. Aetna Business 

Credit, Inc., 619 F.2d 1001 (3d Cir. 1980). Applying 

Pennsylvania law, Mellon Bank ruled that it is the obligation of 

the judge "to hear the proffer of the parties and determine if 

there is objective indicia that, from the linguistic reference 

point of the parties, the terms of the contract are susceptible 

of differing meanings." Id. at 1011. The object of the district 

court's inquiry, of course, was to determine if, despite its 

facial lack of ambiguity, the language "benefits you [the Plan 

participant] receive" was reasonably susceptible of meaning 

"benefits you [the Plan participant] and your dependents 

receive". 
 The district court relied upon several linguistic reference 

points: (i) "... the linguistic reference point is, in part, the 

manner in which dependent social security benefits had been 

treated in the prior plans of Burroughs and Sperry." (Slip Op. 

at 5); (ii) "... another linguistic reference point is the social 

security benefits available to a plan participant, what triggers 

their availability and the purpose they serve." (Slip Op. at 5); 

(iii) "[w]hen reading the deposition of Mary Massman, the 

Director of Benefit Programs and Planning for Unisys, and the 

person who drafted the present plan, the linguistic reference 

point of Unisys' interpretation that social security benefits 

include primary as well as dependent benefits, is further 

clarified." (Slip Op. at 6). 

 Relying on these "linguistic reference points", the district 

court concluded, "... the term 'you receive' as it appears in 

'Income From Other Sources' is subject to reasonable alternative 

interpretations, one of which is set forth in plaintiff's brief, 

the other in defendant's brief. In short, the words in the above 

text are ambiguous." (Slip Op. at 7). 

 Having found ambiguity, the district court noted that the 

Plan provides that all decisions with respect to its 

interpretation remain with Unisys, the Plan administrator. The 

court applied the deferential standard of review prescribed by 

Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101 (1989), to the 

effect that in these circumstances a determination of the plan 

administrator must be upheld unless it was arbitrary and 

capricious. The court found that Unisys' interpretation was not 

arbitrary and capricious. 

 Having reached these legal and factual determinations the 

district court denied plaintiffs' motion for summary judgment on 

Claim I (the Plan interpretation claim) and granted Unisys' 

motion for summary judgment on that claim. Since Claim II 

against Unisys and Travelers (the breach of fiduciary duty claim) 

was based upon the premise that Unisys and Travelers acted 

contrary to the clear and unambiguous provisions of the Plan, 

that claim could not survive in light of the disposition of Claim 

I. Therefore the district court granted Unisys' and Travelers' 

motions for summary judgment on Claim II. 

 We conclude that the district court erred in its application 

of Mellon Bank and its progeny and that the language of the 

"Income From Other Sources" provision of the Unisys LTD Plan is 

unambiguous. It requires (for the period prior to the Plan's 

January 1, 1993 amendment) adjustment for benefits which the Plan 

participants receive from other sources; it does not require (or 

permit) adjustment for benefits which participants' dependents 

receive from other sources. Consequently the order granting 

summary judgment in favor of Unisys on Claims I and II and the 

order granting summary judgment in favor of Travelers on Claim II 

will be reversed. The case will be remanded with directions to 

enter judgment in favor of the class plaintiffs on Claim I and 

for further proceedings on Claim II and the remaining areas of 

dispute on Claim III in accordance with this opinion. 

 II. DISCUSSION 

 The provision which is at issue in this case reads: 
 The LTD benefit you receive may be adjusted if you 

 receive pension benefits from Unisys and/or disability 

 income from other sources, such as Social Security.... 

 Whether an ERISA plan is ambiguous is a question of law. 

Alexander v. Primerica Holdings, Inc., 967 F.2d 90, 92 (3d Cir. 

1992). "The strongest external sign of agreement between 

contracting parties is the words they use in their written 

contract. Thus, the sanctity of the written words of the 

contract is embedded in the law of contract interpretation." 

Mellon Bank, N.A. v. Aetna Business Credit, Inc., 619 F.2d 1001, 

1009 (3d Cir. 1980). 

 As the district court acknowledged, "the language in dispute 

is not facially ambiguous." On their face the words "benefits 

you receive" mean benefits which the Plan participants receive. 

They do not mean benefits which the Plan participants and the 

Plan participants' dependents receive. This usage is consistent 

with the language used throughout the Plan. "You" refers to the 

participant. When a dependent is referred to, the reference is 

explicit. 

 In Mellon Bank the court recognized that there may be some 

situations where the parties use words differently from their 

common meaning. To address that possibility the judge will "hear 

the proffer of the parties and determine if there is objective 

indicia that, from the linguistic reference point of the parties, 

the terms of the contract are susceptible of different meanings." 

Id. at 1011. However, the court warned that "our approach does 

not authorize a trial judge to demote the written word to a 

reduced status in contract interpretation. Although extrinsic 

evidence may be considered under proper circumstances, the 

parties remain bound by the appropriate objective definition of 

the words they use to express their intent.... Trade terms, 

legal terms of art, numbers, common words of accepted usage and 

terms of a similar nature should be interpreted in accord with 

their specialized or accepted usage unless such an interpretation 

would produce irrational results or the contract documents are 

internally inconsistent." Id. at 1013. 

 Benefit offsets are common features of LTD plans. There is 

an almost even split among Fortune 500 company LTD plans between 

those which provide for offsets of only the employee's Social 

Security disability benefits and those which also provide for the 

offset of family Social Security disability benefits. (App. at 

619). It is a simple task of draftsmanship to specify which 

offsets are applicable in any particular plan. 

 There is no evidence in the record which supports Unisys' 

argument that the words "benefits you receive" are susceptible of 

the meaning "benefits you and your dependents receive." Two of 

the linguistic reference points upon which the district court 

relied to find ambiguity (the language of the prior plans and 

Social Security disability benefit practices) actually support 

appellants' position that there is no ambiguity in the language 

used. The third linguistic reference point upon which the court 

relied is the testimony of the drafter of the Plan (Ms. Massman) 

that she intended to provide for the offset of dependent 
benefits. 

 The manner in which dependent social security benefits had 

been treated in the prior plans of Burroughs and Sperry is not a 

linguistic reference point justifying a departure from the facial 

meaning of the Unisys Plan. Both the Burroughs and the Sperry 

plans contained language which specifically provided for 

dependent offsets. The absence of such language in the Unisys 

Plan simply confirms the plain meaning of "benefits you receive." 

It does not include dependent benefit offsets. 

 Nor are the Social Security benefits available to plan 

participants a linguistic reference point creating ambiguity in 

the Unisys Plan. Social Security disability benefits are of two 

kinds - those awarded to the disabled person and those awarded to 

the disabled person's dependents. The statutory provisions grant 

directly to wives and children (including divorced wives and 

children not living in the household of the disabled person) 

Social Security disability benefits. 42 U.S.C. §§ 402(b) and 

402(d). The statute provides that they "shall be entitled" as 

individuals in their own right to such benefits, a right spelled 

out in the regulations - 20 C.F.R. §§ 404.330-404.333 for wives 

and 20 C.F.R. §§ 404.351-404.369 for children. These payments 

are deemed to be the property of the wife or child.

 Because of the twofold nature of Social Security disability 

awards - primary and dependent - LTD plans must specify whether 

one or both kinds of awards are to be offset from plan benefits. 

The Social Security disability award structure does not create 

ambiguity in the Unisys Plan. Rather it confirms that the Plan's 

language unambiguously provides for the offset of primary Social 

Security benefits and not dependent benefits. 

 To rely upon Ms. Massman's testimony as a linguistic 

reference point is to fall into the trap which Mellon Bank warned 

against: "... in order to interpret contracts with some 

consistency, and in order to provide contracting parties with a 

legal framework which provides a measure of predictability, the 

courts must eschew the ideal of ascertaining the parties' 

subjective intent and instead bind parties by the objective 

manifestations of their intent." Id. at 1009. The fact that 

while Ms. Massman was cutting and pasting the Burroughs and 

Sperry plans she intended to include dependent benefits in 

"benefits you receive" is irrelevant. If the Plan language were 

in fact ambiguous the subjective intent of the Plan's sponsor 

might, along with other evidence, be relevant in ascertaining its 

meaning. Alexander v. Primerica Holdings, Inc., 967 F.2d 90, 96 

(3d Cir. 1992). However, the undisclosed, subjective intent of 

the draftsman cannot be relied upon to render unambiguous 

language ambiguous. 

 Unisys argues that Plan participants "both literally and 

figuratively 'receive' their dependents' Social Security 

benefits." (Unisys Br. at 6). Unisys notes that in the usual 

case a participant will benefit from the fact that his dependent 

receives a Social Security award because it will assist him in 

meeting his support obligation to his dependent. Unisys further 

notes that in some situations, such as when a dependent is a 

minor, Social Security benefits may be paid directly to the 
participant to hold for the dependent. 

 These observations do not change the meaning of the Plan 

language. If offsets were to be made whenever the Plan 

participant benefited from a Social Security award to another 

person, the Plan language would have so stated. Not all 

dependent Social Security awards result in an incidental benefit 

to the disabled plan participant and therefore an offset of that 

nature would require an inquiry into the extent a Plan 

participant benefited from Social Security awards to his 

dependents. Neither Unisys nor Travelers ever conducted such an 

inquiry when awarding benefits under the Plan, and the Plan 

language does not call for such an inquiry. 

 The fact that in some cases a Plan participant may take 

custody of the Social Security award made to a dependent does not 

mean that the participant receives the award. Disability 

benefits paid to family members such as children are designed to 

provide the recipient for loss of support he or she sustains 

because of the disability of a parent. These awards are the 

property of the dependent. Where it appears that a dependent 

because of youth or mental or physical condition may be unable to 

manage the proceeds of the award, a representative payee will be 

appointed if that is determined to be in the best interests of 

the beneficiary. 20 C.F.R. §§ 404.2001-404.2030. The 

representative payee must use the payments only for the use and 

benefit of the dependent consistent with regulatory guidelines 

and reporting requirements. 20 C.F.R. §§ 404.2040-404-2045; 20 

C.F.R. § 404.2065. The fact that a disabled Plan participant may 

be designated as the representative payee does not render him the 

recipient of the award. 

 Unisys relies heavily on Hopkins v. Cohen, 390 U.S. 530 

(1968). In Hopkins the plaintiff's attorney challenged the lower 

court's refusal to award him fees for his successful efforts in 

securing both primary and dependent social Security benefits. 

The applicable statute and regulations permitted the claimant to 

seek a fee for his attorney not to exceed 25 percent of "past 

benefits due you". (Emphasis added). The district court ruled 

that the "past benefits due you" did not include past benefits 

due the claimant's dependents which the attorney succeeded in 

recovering. The Supreme Court stated "[t]hat seems to us to be 

too technical construction of the Act which we need not adopt. 

In this instance, proof of the husband's 'claim' results in a 

package of benefits to his immediate family; and those benefits 

inure to the benefit of the head of the family who files the 

'claim'". Id. at 534. 

 Hopkins provides no assistance in interpreting the Unisys 

LTD Plan. The Court was required to interpret a statute and seek 

the intent of Congress in a context far removed from a dispute 

over the meaning of an ERISA plan document. The canons of 

construction and the methodology of interpretation of a remedial 

legislative enactment differ from those applicable to the 

interpretation of a contract or trust instrument. E.g. 

Appalachian States Low-Level Radioactive Waste Commission v. Hon. 

Hazel O'Leary, F.3d (3d Cir. 1996). Hopkinsprovides no 

support to Unisys' position. 
 Thus we have concluded as a matter of law that the language 

of the Income From Other Sources provision of the Unisys LTD Plan 

is unambiguous. It provides that the benefits which a 

participant receives may be adjusted for disability benefits 

which the participant himself receives from other sources, such 

as Social Security. It does not provide for adjustments for 

disability benefits which a participant's dependents receive from 

other sources. 

 This conclusion requires that the judgment in favor of 

Unisys on Claim I must be reversed and that summary judgment on 

Claim I must be entered in favor of the plaintiff class. 

 The summary judgment in favor of Unisys on Claim I led to 

the district court's grant of summary judgment in favor of Unisys 

and Travelers on the Claim II breach of fiduciary duty claim. 

The breach of fiduciary duty was alleged to have arisen out of 

the deduction of dependents' benefits in the face of a Plan 

provision which unambiguously permitted the deduction of only the 

other benefits of a Plan participant. If the Plan permitted 

deduction of dependents' benefits, as the district court found, 

Unisys' and Travelers' deduction of such benefits could not have 

been a breach of a fiduciary duty. 

 The circumstances have changed now that it has been 

determined that deduction of dependents' benefits are not 

provided for under the Plan and that the deductions for 

dependents' benefits which were made in this case were 

unauthorized. Unisys and Travelers argue that even in these 

circumstances the undisputed facts require that summary judgment 

be granted in their favor on Claim II. They urge that an error 

in interpreting the Plan is not a breach of a fiduciary duty. 

Travelers contends that as a matter of law it was not a fiduciary 

and therefore could not be charged with a breach of a fiduciary 

duty. These are questions which the district court should 

consider in the first instance. The judgment in favor of Unisys 

and Travelers on Claim II will be reversed. On remand the 

district court will reconsider the motions for summary judgment 

on those claims in the light of this opinion and the record 

before it. 

 III. CONCLUSION 

 The order of the district court granting summary judgment in 

favor of Unisys on Claims I and II and the order of the district 

court granting summary judgment in favor of Travelers on Claim II 

will be reversed. The case will be remanded with directions that 

judgment in favor of the class plaintiffs be entered on Claim I 

and for further proceedings on Claim II and with respect to the 

remaining areas of dispute on Claim III in accordance with this 

opinion.