UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT 

Deborah S. Hunt 

Clerk

100 EAST FIFTH STREET, ROOM 540 

POTTER STEWART U.S. COURTHOUSE 

CINCINNATI, OHIO 45202-3988 

Tel. (513) 564-7000 

www.ca6.uscourts.gov

 Filed: September 01, 2017 

Mr. John C. Clark 

Mr. Stephen J. Hitchcock 

John Travis Mihelick 

Giarmarco, Mullins & Horton 

101 W. Big Beaver Road, 10th Floor 

Troy, MI 48084 

Mr. Robert D. Fetter 

Mr. Keith D. Flynn 

Miller Cohen 

600 W. Lafayette Boulevard, Fourth Floor 

Detroit, MI 48226 

Mr. Brian M. Schwartz 

Mr. Richard W. Warren Jr. 

Miller Canfield Paddock & Stone 

150 W. Jefferson Avenue, Suite 2500 

Detroit, MI 48226 

 Re: Case No. 16-2370, Craig Serafino, et al v. City of Hamtramck, et al

Originating Case No. : 4:14-cv-14112 

Dear Counsel, 

 The Court issued the enclosed opinion today in this case. 

 Sincerely yours, 

 

 

s/Cathryn Lovely for Renee Jefferies 

Case Manager 

Direct Dial No. 513-564-7021 

cc: Mr. David J. Weaver 

Enclosure 

Mandate to issue 

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NOT RECOMMENDED FOR FULL-TEXT PUBLICATION 

File Name: 17a0512n.06 

No. 16-2370 

UNITED STATES COURT OF APPEALS 

FOR THE SIXTH CIRCUIT 

CRAIG SERAFINO, WALTER TRIPP, and 

MICHAEL J. SZYMANSKI, 

 Plaintiffs-Appellants, 

v. 

CITY OF HAMTRAMCK, MICHIGAN and 

CATHY SQUARE, 

 Defendants-Appellees. 

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ON APPEAL FROM THE 

UNITED STATES DISTRICT 

COURT FOR THE 

EASTERN DISTRICT OF 

MICHIGAN 

BEFORE: BATCHELDER, GIBBONS, and COOK, Circuit Judges. 

 JULIA SMITH GIBBONS, Circuit Judge. The state of Michigan appointed an 

emergency manager for the City of Hamtramck (“the City”) because the City was facing a fiscal 

crisis. To shore up the City’s financial situation, the emergency manager, among other things, 

altered the health-insurance plans offered to plaintiffs, retired Hamtramck police officers and 

firefighters. Under the new plans, the City continued to pay the plaintiffs-retirees’ healthinsurance premiums, but required greater deductibles and co-pays. Believing that these changes 

violated the promises contained in certain collective-bargaining agreements (“CBAs”), plaintiffs 

sued Hamtramck and Emergency Manager Cathy Square. 

 The district court dismissed plaintiffs’ breach-of-contract claims because it found that the 

relevant CBAs did not create a vested right to lifetime healthcare benefits. Because each of 

plaintiffs’ constitutional claims required some property interest, that finding resulted in the 

failure of all of plaintiffs’ constitutional claims as well. Plaintiffs appealed. 

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 The district court was correct: the CBAs do not create a vested right to lifetime healthcare 

benefits. From the four corners of the CBAs, there is no indication that the parties intended for 

retiree healthcare to vest for life; instead, each CBA contains a general-durational clause that 

explicitly limits the duration of plaintiffs’ rights under the contracts. We affirm. 

I. 

Plaintiffs claim that their contractual and constitutional rights were infringed when the 

City and Square took action to contain the City’s fiscal crisis. Some of these actions pertained to 

retiree healthcare under prior CBAs that plaintiffs allege created vested, lifetime rights to 

healthcare under specific terms. 

A. 

At issue in this appeal are three separate groups of plaintiffs: (1) police officers who 

retired under the Fraternal Order of Police (“FOP”) CBA; (2) police officers who retired under 

the Ranking Officers Association (“ROA”) CBA; and (3) firefighters who retired under the 

International Association of Firefighters (“IAF”) CBA. All retirees retired on or after July 1, 

1986. The pertinent details of each CBA will be addressed in turn. 

Fraternal Order of Police CBA. The City and the Hamtramck FOP have entered into a 

series of CBAs, dating back to at least the 1990s. Relevant here is the CBA effective as of July 

1, 2007 (“2007 FOP CBA”). In Article VII, titled “Economic Matters,” that CBA provided the 

following related to plaintiff-retiree healthcare: 

The City shall pay in full for the cost of medical, hospital, and surgical insurance 

(as more fully described in Section 7(a) [the provision for active employee 

healthcare insurance]) for employees and eligible members of employees’ 

families who retire on or after July 1, 1986 until that retired employee attains the 

age of sixty-five (65) or is eligible for [M]edicare or [M]edicaid. 

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DE 36-14, Page ID 1033, 1040. The insurance available to retirees was to mimic the healthcare 

insurance available to active employees. Active-employee healthcare insurance was contained in 

Article VII, § 7(a) of the 2007 FOP CBA, which provides: 

The City shall provide fully paid medical, hospital and surgical insurance for all 

employees covered under this contract and eligible members of an employee’s 

family. The City shall provide continuous medical, hospital and surgical 

insurance coverage equivalent to or better than Michigan Blue Cross and 

Michigan Blue Shield MVFC-2 coverage with a Master Medical Plan 

supplemented together with the prescription drug rider. 

Id. at 1037. 

 The 2007 FOP CBA did not extend indefinitely. Instead, it contained a generaldurational clause, which stated that the “agreement shall be effective as of the first day of July 1, 

2007, and shall remain in full force and effect to and including the 30th day of June, 2011.” Id. 

at 1070. Article XXI also required the parties to begin negotiations for a new agreement no later 

than April 15, 2011. Another section governed the duration of the agreement in the event a new 

CBA was not entered into by June 30, stating: 

In the event that negotiations extend beyond the 30th day of June, 2011, the terms 

and provisions of this Agreement shall remain in full force and effect pending 

agreement upon a new contract. Any additional benefits or increases in wages 

obtained as a result of negotiations after the expiration of this Agreement shall be 

retroactive to the 1st day of July, 2011. 

Id. It appears that the City and the FOP did not enter into a new agreement until July 1, 2014. 

Ranking Officers Association CBA. The relevant ROA CBA was entered into on July 1, 

2007. Its provisions for retiree healthcare differed materially from those contained in the 2007 

FOP CBA. Specifically, Article VII, § 8 of the 2007 ROA CBA stated that “[t]he city shall pay 

in full for the cost of hospitalization for employees and their families for persons who retire on or 

after July 1, 1977 until that retired employee attains the age of sixty-five (65) or is eligible for 

Medicare or Medicaid.” DE 44-4, Page ID 1267 (emphasis added). For those employees who 

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retired after July 1, 1990, the City promised to pay for the “full cost of supplemental insurance to 

Medicare, which is equivalent or superior to that offered by and through Blue Cross/Blue Shield 

of Michigan.” Id. 

Similar to the 2007 FOP CBA, the 2007 ROA CBA contained a general-durational 

clause, which provided that “[t]he duration of this contract, both as to economic and noneconomic provisions[,] shall run from July 1, 2007 to June 30, 2011.” Id. at 1280. And, like the 

2007 FOP CBA, the 2007 ROA CBA provided for the extension of the agreement until the 

parties entered into a new agreement. The ROA and the City reached a new agreement on July 

1, 2014. 

International Association of Firefighters CBA. The relevant IAF CBA was entered into 

on July 1, 2009. The retiree-healthcare provisions in the IAF CBA closely mirrored the 2007 

FOP CBA, and provide, for those retirees who retire after July 1, 1986, that “[t]he City shall pay 

in full the cost of medical insurance [as described in § 6(a)] and Master Medical insurance . . . 

until that employee attains the age of sixty-five (65) or is eligible for Medicare or Medicaid.” 

DE 35-2, Page ID 564. Section 6(a) of the 2009 IAF CBA provided that: 

The City shall provide fully paid medical and prescription drug insurance for all 

employees covered under this contract and eligible members of an employee’s 

family. The City shall provide continuous medical insurance coverage equivalent 

to, or better than, Michigan Blue Cross and Blue Shield MVF-2 coverage with a 

Master Medical Plan. 

Id. at 562. In addition, for those employees retiring after July 1, 1989, the City agreed to pay for 

the cost of a Medicare supplemental insurance plan “equivalent or superior to that offered 

through Blue Cross-Blue Shield of Michigan.” Id. at 564–65. 

 Like the other CBAs at issue, the 2009 IAF CBA contained a general-durational clause, 

which provided that “[t]he duration of this contract, both as to economic and non-economic 

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provisions, shall run from July 1, 2009 through June 30, 2014.” Id. at 568. And, just as the 2007 

FOP and ROA CBAs, the 2009 IAF CBA provided for its extension should the parties not reach 

a new agreement before it expired. Unlike the FOP and ROA agreements, however, it appears 

the IAF agreement ended prematurely. IAF and the City entered into a new CBA with a stated 

duration from November 23, 2013, through June 30, 2016. 

B. 

Since the Great Recession, many Michigan municipalities have struggled to avoid 

bankruptcy. See Phillips v. Snyder, 836 F.3d 707, 711 (6th Cir. 2016) (listing several 

municipalities that have been assigned emergency managers, including Hamtramck, Highland 

Park, Flint, Pontiac, Ecorse, Benton Harbor, and Village of Three Oaks). “When the finances of 

a Michigan municipality or public school system are in jeopardy, a state law allows for the 

temporary appointment of an emergency manager to right the ship.” Id. at 710. That state law, 

as currently embodied, is known as the Local Financial Stability and Choice Act, and was 

enacted as Public Act 436 (PA 436). Id. at 711 (citing Mich. Comp. Laws § 141.1549). 

PA 436 provides for the appointment of emergency managers who exercise the power of 

the local government. Id. (citing Mich. Comp. Laws § 141.1549(2)). At the governor’s 

discretion, PA 436 permits the state treasurer to oversee the actions of the emergency manager. 

Id. (citing Mich. Comp. Laws § 141.1549(8)). 

Our decision in Phillips v. Snyder detailed the process for appointing an emergency 

manager under PA 436: 

There are eighteen scenarios contained in PA 436 that act as triggers for 

the statute. If one of those scenarios occurs, the “state financial authority” (the 

state treasurer for a municipality, or the superintendent of public education for a 

school district) conducts a preliminary review to determine whether a given entity 

is under “probable financial stress.” The financial authority then turns its final 

report over to a local emergency financial assistance loan board, which is a 

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statutory entity established by § 141.932. This board reviews the authority’s 

report and makes an official finding of either probable financial stress or no 

financial stress. If the board reaches a conclusion of probable financial stress for 

an entity, the governor appoints a “review team.” Within sixty days of a review 

team’s appointment, it must turn in a report to the governor that reaches a 

conclusion on whether a financial emergency exists within the reviewed local 

government. Within ten days after receiving the review team’s report, the 

governor determines whether a financial emergency exists or not. A local 

government is provided an opportunity to appeal this determination to the 

Michigan court of claims. 

A local government has four options when confronted with a finding of a 

financial emergency: the local government can (1) enter into a consent agreement 

with the state treasurer; (2) accept the appointment of an emergency manager; 

(3) undergo a neutral evaluation process, which is akin to arbitration, with its 

creditors; or (4) enter into Chapter 9 bankruptcy. 

Id. at 711–12 (internal citations omitted). 

 On April 17, 2013, the State of Michigan appointed a financial review team to review the 

City’s financial condition. Approximately a month later, the review team issued its report. It 

determined that a “financial emergency” existed in Hamtramck, and noted that “there was 

essentially unanimous acknowledgement from every City and union official with whom the 

Review Team met that a financial emergency exists within the City of Hamtramck.” DE 36-2, 

Page ID 899. 

 Cathy Square was appointed emergency manager for the City. She proposed various 

budgetary changes designed to prevent the City from becoming insolvent, among which were 

changes to retiree healthcare. The parties agree that plaintiffs originally had retiree-healthcare 

plans under which they had no deductible and very low co-pays. Those plans became 

unavailable, however, and the City moved retirees to new plans that had deductibles and higher 

co-pays. To offset these increased costs, the City provided the retirees with health-savings 

accounts (“HSAs”) that covered the costs of the deductibles. Square’s proposed changes to the 

retirees’ healthcare included removing these HSAs and covering retirees, instead, under a “Blue 

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Care Network” plan with a $2,000 deductible for single insureds and a $4,000 deductible for 

family insureds. This new plan was essentially the same, from a deductible and co-pay 

perspective, as the plan that previously governed retirees’ health benefits. The only difference 

was that retirees, rather than the City, had to cover the costs of their deductibles. Importantly, 

the City continued to pay all of the retirees’ health-insurance premiums. The City concurred in 

all of Square’s proposed changes to retiree healthcare, and Square implemented the changes on 

January 29, 2014. 

C. 

The retirees did not agree with these changes to their healthcare and brought a putative 

class-action lawsuit against the City and Square on October 24, 2014. Their complaint, as 

amended, alleged five causes of action: three separate counts under 42 U.S.C. § 1983 for 

violations of the Constitution’s (1) Contracts Clause, (2) Takings Clause, and (3) Due Process 

Clause; (4) a violation of the Bankruptcy Code, 11 U.S.C. § 903; and (5) a breach-of-contract 

action under Michigan law. 

On cross-motions for summary judgment, the district court dismissed all of plaintiffs’ 

claims. It did so because it found that plaintiffs could not demonstrate a vested, lifetime right to 

health-insurance benefits. Because their rights had not vested, the district court concluded that 

any changes to those rights were not protected by contract. This holding defeated not only 

plaintiffs’ breach-of-contract claims, but also their remaining claims because each required a 

protected property interest or some form of debt to be viable. Accordingly, because it found that 

plaintiffs had no contractual right to healthcare benefits, the district court did not reach the merits 

of plaintiffs’ constitutional or bankruptcy-law claims. Plaintiffs appealed. 

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II. 

We review the district court’s grant of summary judgment de novo. Domingo v. 

Kowalski, 810 F.3d 403, 410 (6th Cir. 2016) (citing Green Party of Tenn. v. Hargett, 767 F.3d 

533, 542 (6th Cir. 2014)). Construing the evidence in the light most favorable to the nonmovant, 

Villegas v. Metro. Gov’t of Nashville, 709 F.3d 563, 568 (6th Cir. 2013), summary judgment is 

appropriate if “the movant shows that there is no genuine dispute as to any material fact and the 

movant is entitled to judgment as a matter of law,” Fed. R. Civ. P. 56(a). 

III. 

Unless plaintiffs can demonstrate a vested right to lifetime healthcare benefits prior to the 

expiration of their respective CBAs, their claims fail.1 This is so because the 2009 CBAs and the 

contractual rights contained in them expired when they were replaced by new CBAs. Plaintiffs 

do not allege that the City’s or Square’s actions violated the 2013 IAF CBA or the 2014 FOP and 

ROA CBAs. Thus, unless their contractual rights vested and survived the expiration of the 

earlier agreements, plaintiffs’ claims must fail because, as the district court held, they had no 

contractual rights to breach and, concomitantly, no property rights from which they could derive 

any of their constitutional or bankruptcy-law claims. 

A. 

 

1

 The district court found that plaintiffs did not have a vested right to lifetime healthcare benefits. Its inquiry was 

focused on lifetime vesting because that was the nature of the right that plaintiffs asserted. The district court 

correctly found that plaintiffs’ healthcare rights did not vest for life. It erred, however, in holding that “[t]he 

agreements, by their terms, expired in 2011” and that, accordingly, “there was no contract to breach or impair.” DE 

51, Page ID 2009. The 2007 FOP CBA and 2007 ROA CBA both contained provisions that extended their effective 

date past June 30, 2011, if the unions and the City had not reached an agreement. Here, new FOP and ROA CBAs 

did not take effect until July 1, 2014, meaning that, when Square and the City made changes to retiree healthcare 

under those CBAs in January 2014, the FOP and ROA retirees had some contractual rights remaining under those 

CBAs. But plaintiffs placed all of their eggs in the lifetime-vesting basket. They have focused, exclusively, on the 

alleged lifetime nature of their rights. Plaintiffs have not argued in the alternative that their rights under the 2007 

CBAs, which expired on June 30, 2014, were breached, albeit temporarily, by the City and Square’s changes to their 

healthcare benefits. In fact, plaintiffs argued that Square’s actions were illegal, in part, because Michigan law grants 

her the authority to alter only existing CBAs and that the CBAs under which they claim rights were not in existence 

at the time of her changes. Thus, just as the parties and the district court have, we focus our inquiry on whether the 

relevant CBAs evince an intent to vest plaintiffs’ healthcare benefits for life. 

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The issue of whether retirees have vested rights to lifetime healthcare benefits is an active 

one in this circuit. The flurry of cases stems from the Supreme Court’s recent invalidation of the 

Sixth Circuit’s so-called Yard-Man inference. M & G Polymers USA, LLC v. Tackett, 135 S. Ct. 

926, 930 (2015). 

Tackett held that ordinary principles of contract interpretation should apply to collectivebargaining agreements. Id. at 935. Most courts in the country had always done so. See Noe v. 

PolyOne Corp., 520 F.3d 548, 567–68 (6th Cir. 2008) (Sutton, J., concurring in part and 

dissenting in part). The Sixth Circuit, however, had reviewed collective-bargaining agreements 

“with a thumb on the scale in favor of employees.” Reese v. CNH Indus. N.V., 854 F.3d 877, 

880 (6th Cir. 2017) (Reese III) (citing Tackett, 135 S. Ct. at 935). This favoritism derived from a 

doctrine known most commonly as the Yard-Man inference. Id. “In Tackett, the Supreme Court 

abrogated the Yard-Man inference and instructed courts to apply ‘ordinary principles of contract 

law’ when reviewing collective-bargaining agreements.” Id. at 881. 

The Supreme Court also provided a refresher course on contract law. It noted that, when 

interpreting CBAs, “as with any other contract, the parties’ intentions control.” Tackett, 135 S. 

Ct. at 933 (quoting Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662, 682 (2010)). 

Further, “[w]here the words of a contract in writing are clear and unambiguous, its meaning is to 

be ascertained in accordance with its plainly expressed intent.” Id. (quoting 11 R. Lord, 

Williston on Contracts § 30:6, p. 108 (4th ed. 2012)). Tackett noted that any assumption “in 

favor of vested retiree benefits in all collective-bargaining agreements” rests on “assessment[s] 

of likely behavior” between the parties that “is too speculative and too far removed from the 

context of any particular contract to be useful in discerning the parties’ intention.” Id. at 935. 

Indeed, “[p]arties . . . can and do voluntarily agree to make retiree benefits a subject of 

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mandatory collective bargaining,” and they do so despite unions representing only active 

employees and not retirees. Id. at 936. 

 The Supreme Court instructed courts “not [to] construe ambiguous writings to create 

lifetime promises.” Id. (citing 3 A. Corbin, Corbin on Contracts § 553, p. 216 (1960) (explaining 

that contracts that are silent as to their duration will ordinarily be treated not as “operative in 

perpetuity” but instead as “operative for a reasonable time”)). And, like other contracts, the 

obligations under collective-bargaining agreements “cease, in the ordinary course, upon 

termination of the bargaining agreement.” Id. at 937 (quoting Litton Fin. Printing Div., Litton 

Bus. Sys., Inc. v. NLRB, 501 U.S. 190, 207 (1991)). 

 Although a contract’s general-durational clause does not say everything about the parties’ 

intent to vest a benefit, Tackett v. M & G Polymers USA, LLC, 811 F.3d 204, 209 (6th Cir. 2016) 

(Tackett III), it certainly says a lot. So, “[w]hen a specific provision of the CBA does not include 

an end date, [this court] refer[s] to the general durational clause to determine that provision’s 

termination.” Gallo v. Moen, Inc., 813 F.3d 265, 269 (6th Cir. 2016). Absent some strong 

indication within the four corners of the agreement itself—perhaps, a specific-durational clause 

that applied to certain provisions but not others—the contractual rights and obligations under a 

CBA terminate along with the CBA. Tackett, 135 S. Ct. at 937. 

We have, on occasion, found that a general-durational clause did not unambiguously 

apply to certain benefits contained within a CBA. Generally, we have done so where some other 

durational language cast doubt on a general-durational clause’s otherwise-unequivocal province. 

In Reese III, we found that a CBA’s general-durational clause did not unambiguously prevent 

vesting because the parties had “carved out certain benefits, such as life insurance and healthcare 

insurance, and stated that those coverages ceased at a time different than other provisions of the 

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CBA.” 854 F.3d at 882. Similarly, in UAW v. Kelsey-Hayes Co., we found that, where certain 

healthcare benefits were time limited but others were not, language noting that those benefits 

“continued” created an ambiguity about the duration of the employer’s promise. 854 F.3d 862, 

867 (6th Cir. 2017). Yet, merely having a CBA that contains “phrases [such as] ‘continued,’ 

‘will be provided,’ ‘will be covered,’ and the like” tells us only that the terms are “guarantee[d] 

benefits until the agreement expires, nothing more.” Gallo, 813 F.3d at 269 (citations omitted). 

Thus, “[a]bsent a longer time limit in the context of a specific provision, the general durational 

clause supplies a final phrase to every term in the CBA: ‘until this agreement ends.’” Id. 

Of course, Tackett arose in a different context than the claims presented here. 

Specifically, those cases were brought under ERISA, which governs the relationships and 

agreements between private employers and their employees but excludes public employers and 

employees, like plaintiffs here. See 29 U.S.C. § 1003(b)(1). Thus, what rights exist under these 

CBAs is determined by Michigan contract law. Yet, despite the different setting, Michigan 

courts have unanimously endorsed Tackett’s reasoning in both the private- and public-sector 

context. See Arbuckle v. Gen. Motors LLC, 885 N.W.2d 232, 242–43 (Mich. 2016) (applying 

Tackett’s reasoning in interpreting a CBA under ERISA); Harper Woods Retirees Ass’n v. City 

of Harper Woods, 879 N.W.2d 897, 904–05 (Mich. Ct. App. 2015) (noting that Tackett’s 

reasoning is “consistent with Michigan’s contract jurisprudence regarding CBAs, which applies 

with equal force in both the public and private sectors”). Thus, we are free to look to Tackett and 

its progeny in interpreting the CBAs at issue here. 

B. 

 All of the CBAs at issue in this appeal contain unambiguous general-durational clauses 

that defeat plaintiffs’ argument that they have vested, lifetime rights to healthcare benefits. 

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Looking to the four corners of the agreements, there is no indication that the City intended to 

provide any healthcare benefit to the retirees for life, let alone a right to deductible-free, low-copay, forever-unalterable healthcare insurance. 

1. 2007 FOP CBA 

 The 2007 FOP CBA contained a general-durational clause, providing that the agreement 

terminated on June 30, 2011, or, if a new CBA had not been reached by then, when a new CBA 

came into effect. Because a new agreement was reached on July 1, 2014, the 2007 FOP CBA 

needs to contain some indication that plaintiffs’ healthcare benefits were excepted from this 

general-durational clause. “First and foremost, nothing in this or any of the other CBAs says 

that [the City] committed to provide unalterable healthcare benefits to retirees” for life. Gallo, 

813 F.3d at 269. Further, unlike in Reese III and Kelsey-Hayes, there is no ambiguity as to this 

general-durational clause’s application to the retirees’ healthcare benefits. As noted above, the 

CBA in Reese III carved out health insurance as a benefit that ended at a different time than other 

benefits, rendering the duration of that benefit ambiguous. See 854 F.3d at 882. Similarly, the 

CBA at issue in Kelsey-Hayes “use[d] . . . three different types of durational language for 

specific provisions within the agreement,” which furthered the ambiguity. See 854 F.3d at 872. 

No such provisions are present in this CBA. 

 Other language in the 2007 FOP CBA belies vesting. For example, the 2007 FOP CBA’s 

Art. VII, § 8(c)—the retiree-healthcare-benefit provision at issue here—governs retirement 

benefits for former employees who retired on or after July 1, 1986—a group that obviously 

includes retirees who retired under pre-2007 CBAs. But, since each successive FOP CBA has 

contained substantially similar language regarding retiree healthcare, that raises the question: if 

anyone—the FOP, the retirees, or the City—believed that the retirees’ rights had vested, why 

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would their healthcare benefits be included in a 2007 CBA? The only reasonable inference, of 

course, is that the parties did not believe this language created a vested right to lifetime 

healthcare benefits and thus had to include it in each new CBA. Indeed, “[t]here would be no 

need to continue such benefits if prior CBAs had created vested rights to such benefits.” See 

Gallo, 813 F.3d at 270 (internal quotation marks omitted). This reinforces the general-durational 

clause’s application and provides further evidence that the parties did not intend to vest retiree 

healthcare benefits for life.2 

Plaintiffs argue that phrases such as “until that retired employee attains the age of sixtyfive,” “shall be eligible for,” and “continuous” indicate an intent to vest benefits for life. See CA 

6 R. 27, at 22–30. And notably, plaintiffs claim the healthcare provision “does not read ‘until 

they reach age 65 or are eligible for Medicare or Medicaid OR UNTIL THE EXPIRATION OF 

THIS AGREEMENT WHICHEVER IS SOONER.’” Id. at 23. But that is exactly how it reads 

because, unless there is “a longer time limit in the context of a specific provision, the general 

durational clause supplies a final phrase to every term in the CBA: ‘until this agreement ends.’” 

Gallo, 813 F.3d at 269. 

 

2

 Although outside the four corners of the agreement and thus irrelevant to the vesting analysis, plaintiffs’ own 

complaint provides some acknowledgement of the non-vested nature of the retirees’ healthcare benefits. They agree 

that the City made changes to their healthcare but claim that “[t]hese changes were not challenged because the 

retirees determined that they were equivalent or better than the plan referenced in the contracts or were too 

insignificant to warrant substantial litigation.” DE 9, Page ID 45. But that is not the way vesting works. When a 

retiree’s rights vest, those rights become forever unalterable. Arbuckle, 885 N.W.2d at 241. This differentiates nonvested retiree benefits, which unions, though they represent only current employees and not retirees, are permitted to 

make part of their negotiations. See Allied Chem. & Alkali Workers of Am., Local Union No. 1 v. Pitt. Plate Glass 

Co., Chem. Div., 404 U.S. 157, 181–82, 181 n.20 (1971); see also Arbuckle, 885 N.W.2d at 241 (“[A] union may 

represent and bargain for already-retired employees, but only with respect to nonvested benefits. By contrast, when 

an employer explicitly obligates itself to provide vested benefits, that promise is rendered forever unalterable 

without the retiree’s consent.”); Kendzierski v. Macomb Cty., --N.W.2d--, No. 329576, 2017 WL 1398769, at *2–3 

(Mich. Ct. App. Apr. 18, 2017) (applying Arbuckle in the public-union context). Here, retirees benefited from the 

FOP’s continued successful negotiations for their retirement benefits, and that is why they did not object to the 

changes. Now that those benefits’ non-vested nature has worked to the retirees’ detriment, the retirees cannot claim 

that their rights are, and have been, forever unalterable. 

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Further, plaintiffs contend that the tying of healthcare benefits to retiree status indicates 

an intention to vest those benefits. The Supreme Court, however, has limited courts’ ability to 

rely on tying as evidence of vesting. See Tackett, 135 S. Ct. at 937. True, post-Tackett, we have 

determined that tying may further an ambiguity. See Reese III, 854 F.3d at 882–83 (finding that 

tying of healthcare benefits to pensioner status, when coupled with silence and confusion about 

the duration of healthcare benefits, rendered a CBA ambiguous). But, again, the CBAs in that 

case contained separate durational clauses coupled with evidence of tying. See id. The 2007 

FOP CBA is not silent as to duration and does not contain conflicting durational clauses. As 

such, evidence of tying cannot create an ambiguity where none would otherwise exist. 

Accordingly, the general-durational clause controls and plaintiffs’ rights did not vest. 

2. 2007 ROA CBA 

 The 2007 ROA CBA in many ways mirrors the 2007 FOP CBA. Like the 2007 FOP 

CBA, it contains a general-durational clause. And, also like the 2007 FOP CBA, it lacks any 

ambiguity as to that provision’s application to retiree-healthcare benefits. Accordingly, the 

above analysis applies with equal force to the 2007 ROA CBA and similarly precludes a finding 

of vested benefits. 

 The 2007 ROA CBA, however, does contain an important distinction: it does not provide 

for retiree healthcare insurance at all. Instead, it covers only the “full . . . cost of hospitalization

for employees and their families for persons who retire on or after July 1, 1977.” DE 44-4, Page 

ID 1267 (emphasis added). And, for those employees who retire after July 1, 1990, it provides 

for supplemental insurance to Medicare. Thus, even assuming that those plaintiffs covered by 

the 2007 ROA CBA had vested rights, the City’s changes to their healthcare would not infringe 

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plaintiffs’ rights at all. In fact, it appears the City has been providing them with greater benefits 

than those to which they are entitled and that the City, even after the changes, continues to do so.

3. 2009 IAF CBA 

As with the other CBAs at issue here, the 2009 IAF CBA’s general-durational clause 

precludes a finding that the retirees’ rights vested. The 2009 IAF CBA is nearly identical to the 

2007 FOP CBA and likewise lacks sufficient evidence to overcome the general-durational 

clause’s force. That clause, which provides that “[t]he duration of this contract, both as to 

economic and non-economic provisions, shall run from July 1, 2009 through June 30, 2014,” DE 

35-2, Page ID 568, supplies the final phrase to the retiree-healthcare-benefits provision contained 

in the 2009 IAF CBA: “until this agreement ends.” See Gallo, 813 F.3d at 269. 

*** 

It is important to remember the equities at issue here. No one, of course, wants to see 

cuts to retiree healthcare. But these retirees are still receiving premium-free healthcare 

insurance. And even if we found that the retirees had vested rights to healthcare insurance, the 

City’s changes likely do not infringe those rights. After all, the CBAs, at best, promise to pay for 

the “full . . . cost of medical insurance.” See DE 35-2, Page ID 564. As commonly understood, 

the “cost” of an insurance plan is the premium paid by the insured, which the City continues to 

cover. 

IV. 

 For the above reasons, we affirm the district court’s grant of summary judgment for 

defendants. 

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