2014 I LApp (1st) 123348 FI FTH DIVI SI ON FEB RUARY 7, 2014 No. 1-12-3348 ) J ERRY MATTHEWS; J ERRY W I L L I AMS; TOMMY ) SAMS; CYNTHIA B OYNE; a nd CHARL ES BROWN, ) Individually

and on B ehalf

of All Others Similarly ) Situated, ) ) Plaintiffs-Appellants, ) Appea l from the ) Circuit Court of v. ) Cook County

. ) CHI CAGO TRANSI T AUTHO RI TY; RETI REMENT ) No. 11 CH 15446 PL AN F OR CHI CAGO TRANSI T AUTHO RI TY ) EMPL OYEES; THE B OARD OF TRUSTEES OF THE ) Honora ble RETI REMENT PL AN F OR CHI CAGO TRANSI T ) Fr anklin U. Valde rrama, AUTHO RI TY EMPL OYEES; RETI REE HEAL TH CARE ) J udg e Presiding

. TRUST; and THE B OARD OF TRUSTEES OF THE ) RETI REE HEAL TH CARE TRUST, ) ) Def endants-A

ppellees. ) ) PRES I DI NG JUS TI CE GORDON de livered the judgme nt of the cour t, with opinion. J ustices McB ride a

nd Palmer conc urre d in the judgme nt and opinion.

OP INION ¶ 1 The instant appe al ar ises from the dismissal of plaintiffs’ c lass action suit pursuant to sections 2-615 a

nd 2-619 of the Code of Civil P roce dure ( the Code) ( 735 I L CS 5/ 2-615, 2-619 (West 2010)). Plaintiffs’ complaint alleg es that def endants substantially

diminis hed and impaired the ve sted retire ment health ca re be nefits of plaintiffs, c urre nt and re tired employees of defe ndant Chicag o Transit Authority (the CTA). T he trial c ourt dismissed the case , finding : (1) that the plaintiffs who we re c urre nt CTA employ ees la cked sta nding; ( 2) that none of

theNo. 1-12-3348

plaintiffs could state a

claim ag ainst the CTA bec ause it had no r esponsibility for r etiree health

car e bene fits; and (3) that none of the plaintiffs c ould state a c laim ag ainst any of the de fenda

nts beca use plaintiffs did not have a vested right to retiree health ca re be nefits. Plaintiffs appea l, and

we a ffirm in par

t and re verse in part. ¶ 2 BA CKGROUND 1 ¶ 3 I . Parties ¶ 4 A. Plaintiffs ¶ 5 The individual plaintiffs ar e cur rent a nd former employ ees of

the CTA, all of whom beg an wor

king f or the CTA prior

to 2001 and all of whom pa rticipated in the Retire ment Plan for Chicag o Transit Authority Employ ees. N amed plaintiffs Jerry Wil liams, Cy

nthia Boy ne, and Charles B rown a

re r etired, while plaintiffs J err y Matthews and T ommy

Sams were curr ently employ ed by

the CTA as of A

pril 20, 2011, the filing date of the c lass action complaint. B oth Matthews and Sams a

re union membe rs: Matthews is a membe r of Ama lga mated Tra

nsit Union L ocal 308 ( L ocal 308) and Sams is a member of Amalg amated T ransit Union L ocal 241 ( L ocal 241). ¶ 6 The c lass action complaint also sets for th two classes of pla intiffs. Class Iconsists of

The fa cts are taken f

rom the complaint and the exhibi ts attache d there to, and those 1 documents attac hed to the motions to dism iss that are public doc uments of which we may take judicial notice. See Callis, Papa, Jack stadt & Halloran, P.C. v. Norfolk &W estern Ry . Co. , 195 I ll. 2d 356, 365 (2001) (takingjudicial notice of the case file of a previous appe al since it “is a public document, ca

pable of beingrea dily

verifia ble”) ; Y oung-Gibson v. Board of Educ ation , 2011 I LApp (1st) 103804, ¶ 52 ( takingjudicial notice of boa rd’s a pproval of the 2009 fiscal year budg et “be cause it is a public document containingfac ts capa ble of instant and unque stionable demonstration”)

. 2No. 1-12-3348

CTA employ ees hire d prior to September 5, 2001, who re tired bef

ore January

1, 2007. Class I I consists of CTA employ ees hire d prior to September 5, 2001, who either

retire d afte r January

1, 2007, or re main active e mploy ees. Ea ch cla ss consists of more than 7,000 pe ople. ¶ 7 B. D efe ndants ¶ 8 1. The CTA ¶ 9 Def

endant CTA is a “ political subdivisi on, body politic and municipal corpor ation”

cre ated in 1945 by

the Metropolitan Tra

nsit Authority

Act (70 I L CS 3605/ 3 (West 2010)). ¶ 10 2. Retirement Plan Def endants ¶ 11 Def

endant Retire ment Plan for Chicag o Transit Authority Employ ees is the e ntity responsible unde r sec tion 22-101 of the Pension Code (40 I L CS 5/ 22-101 (West 2010)) f or providing specifie d retire ment benef its to retired CTA employ ees, which ar e set for th in an ag ree ment entitled “Retireme nt Plan for Chicag o Transit Authority Employ ees.” The terminolog y

is confusingbeca

use both the written a g ree ment and the e ntity have the same name; howeve r, the pa

rties use va

rious labels to attempt to minim ize confusion. We will adopt the terminolog y

used by plaintiffs and will ref

er to the e ntity

as the “ Retirement Plan” a nd the written agree ment as the “ retire ment plan agree ment.” ¶ 12 Def

endant B oard of

Trustee s of the Retireme nt Plan for Chicag o Transit Authority Employ ees ( Retirement Plan B oard) was e stablished on J anuar y 18, 2008, by

section 22-101( b) of the Pension Code (40 I L CS 5/ 22-101(b) (West 2010)) to administer the Retire ment Plan. The Retirement Plan B oard is the suc cessor to the Retirement Allowanc e Committ ee that administered the Re tirement Plan prior to January 18, 2008. Whil e the Retire ment Plan is the

3No. 1-12-3348

entity that is responsible for pr oviding the be nefits, as a prac tical matter, the Retirement Plan Boa rd is the g roup of individuals that administers those bene fits. ¶ 13 3. Hea lth Trust Defe ndants ¶ 14 Def

endant Retire e He alth Care T rust (He alth Trust) wa s established on January 18, 2008, by section 22-101B (b) of

the Pension Code (40 I L CS 5/ 22-101B (b) ( West 2010)) to provide health ca re be nefits to CTA retire es. ¶ 15 Def

endant B oard of

Trustee s of the Retiree Hea lth Care Trust (H ealth Trust B oard) was established on January

18, 2008, by

section 22-101B (b)( 1) of the Pension Code ( 40 I L CS 5/ 22- 101B( b)(1) (West 2010)) to administer the He alth Trust. As with the Retirement Plan, while the Hea lth Trust is the entity

that is responsible for pr oviding the be nefits, as a prac tical matter, the Hea lth Trust Boar d is the g roup of individuals that administers those bene fits. ¶ 16 I I . Complaint ¶ 17 On April 20, 2011, the named plaintiffs filed a nine-c ount class ac tion complaint ag ainst defe ndants. The f

ocus of the c omplaint was the fa ct that, af ter year s of fully

paid hea lth care benef its for retire d CTA employ ees, pla intiffs are now beingasked to pa y for a portion of their health ca re be nefits and a

re no long er e ntitled to the same level of he alth car e cove rag e as a ctive CTA employ ees. The complaint alleg es that these c hang es occ urre d as a r esult of amendme nts to the Pension Code made by Public Act 95-0708 (e ffe ctive January 18, 2008) (the 2008 A ct). The complaint alleg es that, in cha rg ing c lass members f

or their r etiree health ca

re be nefits, def

endants diminis hed those be nefits, which plaintiffs c laimed (1) w as a br eac h of def endants’ c ontrac ts with class member s, (2) c onstitut ed a violation of the I llinois Constitution, and (3) wa s a bre ach

4No. 1-12-3348

of def endants’ f iduciary duties to class members. ¶ 18 Counts Iand V of the complaint, ag ainst all defe ndants, alleg e a violation of a rticle XI I I , section 5, of the I llinois Constit ution based on the c laim that the retire e hea lth care benef its constitute an “ ‘ enfor cea

ble contra ctual re lation, the benef its of which shall not be diminished or impaired’ ” (quoting I ll. Const . 1970, art. XI I I , § 5). ¶ 19 Counts I I

and VI of the c omplaint, ag ainst the CTA and the Retire ment Plan, are for brea ch of c ontrac t, based on the c ollective bar g ainingag ree ments (CBAs) enter ed into betwee n the CTA and the unions re prese nting plaintiffs that included the re tirees’ health ca re be nefits. The c omplaint alleg es that ea ch CBAis a contra ct and that, by completingtheir ser

vice require ments and fulfilling their employ ment obligations, the class members pe rfor med their obligations under ea ch CBA . The c omplaint further a lleg es that the CTA a nd the Retirement Plan brea ched the CBAs by (1) r equiringclass member s to pay for a portion of their he alth car e

cover ag e, (2) reduc ing the level of be nefits ava ilable, and ( 3) cha ng ing the benef

its of alrea dy

retire d CTA employ ees in a manner unauthorized by

the CBAs. ¶ 20 Counts I I I

and VI Iof the c omplaint, ag ainst the CTA and the Retire ment Plan, alleg e promissory

estoppel. The c omplaint alleg es that the CTA a nd the Retirement Plan made a number of pr omises to class members, including : (1) that cla ss members would re ceive fully -paid retire e hea lth care benef

its, (2) that those bene fits would be identical to those of a ctive CTA employ ees, ( 3) that those bene fits would be cha ng ed only in a manner

presc ribed in a CB A, and (4) that those be nefits would not be cha ng ed without considera

tion. The complaint alleg es that the class membe rs re lied on these promises to their de triment by acc eptingemploy

ment at the

5No. 1-12-3348

CTA, workingat the CTA, and r etiringfrom the CTA, a nd further alleg es that their r eliance was expected and f

orese eable

. ¶ 21 Counts I V and VI I Iof the c omplaint, ag ainst the Retirement Plan B oard a nd the Hea lth Trust Boa rd, alleg e bre ach of

fiduciar y duty . The c omplaint alleg es that both defe ndants owed the class membe rs fiducia ry duties, which we re br eac hed, ca using injury

to the class member s. ¶ 22 Class I X of the c omplaint, ag ainst all defe ndants, seeks a decla ratory judgme nt

conce rning(1) plaintiffs’ rig ht to collective bar g ainingfor wa g e and be nefits levels, including potential pay

roll-base d contributions from the CTA for retire e hea lth care benef

its and the rig ht to have e qual re prese ntation on the Retirement Plan B oard a nd the Hea lth Trust Boar d; and (2) the Hea lth Trust Boar d’s rig ht to tax active CTA e mploy ees a nd dictate the le vels of cove rag e available for the r etiree health ca re be nefit without consideringCBAs. ¶ 23 In their pra

y er f or re lief, plaintiffs re quest: (1) a cer tification of Classes I

and I I ; (2) a decla ration that ce rtain par

ts of the 2008 Act a

re void a nd unenfor cea

ble bec ause the y

violate article XI I I , section 5 of the I llinois Constitution and the Reg ional Transpor tation Authority

Act (the RTA Ac t) (70 I L CS 3615/ 1.01 et seq. (West 2010)); (3) a decla ration that a 2007 a

rbitration

awa rd is “null and void” a s to plaintiffs beca use the ter

ms of the ar

bitration awa

rd we re not adopted in the 2008 Ac t; (4) a pr eliminary and per manent injunction ag ainst enfor ceme nt of

cer tain parts of the 2008 Act and a require ment that defe ndants reinstate the rights of the class members a s they

exis ted prior to the e nactment of the 2008 Act, including

the rig ht of retire d CTA employ ees to fully

paid hea lth care benef

its at the same leve l as those enjoy ed by active CTA employ ees; a

nd (5) a n awa rd of c ompensatory

damag es to the cla ss members for brea ch of

6No. 1-12-3348

contra ct and br eac h of fiducia ry duty , as we ll as court costs and attorney fee s. ¶ 24 I I I . Collective Ba rg ainingBe tween the CTA and Tra nsit Unions ¶ 25 The CTA e mploy s both union and nonunion employ ees, inc luding e mploy ees be longing to L ocal 241 a

nd L ocal 308 ( collectively , the transit unions). The tra nsit unions collectively barg ain with the CTA re g ardingemployee w ag es, workingconditions, and retire ment benef its, as require d by

the RTA Act. The unions repre sent the ac tive CTA employees in their r espec tive unions; retired e mploy ees a re not re prese nted by

the transit unions in collective ba rg ainingand cannot vote on pr oposed CBA s, and ca nnot participate in arbitration proc eeding s betwee n the transit unions and the CTA to deter mine the terms to be include d in a new CB A. ¶ 26 The CB As betwe en the CTA a nd the transit unions consist of a ser ies of “Wag es and Working Conditions Agr eeme nts,” ea ch of which is subject to periodic r enew al and modification throug h collective ba

rg aining . Two such CB As are at issue in the ca se at ba r. One , the 2004 CBA, be came eff

ective January

1, 2004, and had a

term throug h Dec ember

31, 2006. The other , the 2007 CBA, be came eff ective January

1, 2007, and had a

term throug h Dec ember

31, 2011; the 2007 CBA w as the g overning agree ment at the time of the f iling of this class a ction complaint. ¶ 27 Severa l provisions of the 2004 and 2007 CBA s are rele vant to the instant case . We set forth summaries of

the long er pr ovisions here, a nd quote them as ne cessa ry later. B oth CBAs provide that the tra

nsit unions are “the sole and e x clusive bar g ainingag ents for a ll of [t he CTA’s] employ ees” and ar ticle 17 of both CBA s sets forth the proc edure for a rbitration of disputes.

7No. 1-12-3348

¶ 28 Section 19.2 of the 2004 CB A provides f or modifying the CBA, statingthat “[e]it her of the par ties here to shall have the r ight to open this Ag ree ment for modifications and or additions to be ef fec tive J anuar

y 1, 2007, or any

anniver sary

date ther eaf

ter by written notice to the othe r party six ty (60) da y s prior to such annive rsar y date.” Section 20.2 of the 2007 CB A has identica l languag e, except that the e ffe ctive date of modifications wa s “January 1, 2012, or any anniver sary

date ther eaf

ter.” ¶ 29 Additionally , incorpora ted into eac h CBA is the re tirement plan a g ree ment, a contr act

conce rningretire ment benef its that was first ag ree d to by the CTA and the tr ansit unions in 1949. Both the 2004 a

nd 2007 CBAs provide that the re tirement plan a g ree ment is incorporated in full into the CBA “in a ll respec ts and for a ll purposes, including future pr oposals for r evision in the Plan and in the neg otiation or arbitra tion of proposed re visions.” The re tirement plan a g ree ment also provides that it “is par t of the Wag e and WorkingConditi ons Ag ree ment betwee n the par ties here to. This Agr eeme nt can be chang ed only in acc ordanc e with the provisions of the a fore said Wage and Working Conditi ons Agree ment.” ¶ 30 Finally , while not part of the CBAs, sec tion 22-101(a) of the Pension Code conc erns chang es to the re tirement plan a g ree ment, providing that “[t] he ter ms, conditions and provisions” of the re tirement plan a g ree ment “may be esta blished, amende d or modified by ag ree ment” of the CTA and the tra

nsit unions. 40 I L CS 5/ 22-101(a ) (West 2010). ¶ 31 I V. Hea lth Care B enef its Betwe en 1980 and January 18, 2008 ¶ 32 Prior to May

16, 1980, the CTA contributed up to $40 pe r re tiree pe r month toward the retire e’s he alth insurance premium. On May 16, 1980, an ar

bitration panel c haire d by Har ry J

. 8No. 1-12-3348

Dworkin issued a

n interest ar

bitration awa

rd (the Dw orkin awa

rd) that or dere d the re tirement 2 plan agree ment to be amende d and stated that, “[e]ffective [upon] t he issuance of the Aw ard, the [C hicag o Transit] Authority will no longer

contribute up to $40.00 per month toward the re tiree’ s Group Hospital Surg ical pre mium.” Instead, the a war d order ed the Retire ment Plan to pay up to $60 per month towar d the re tiree’ s Group Hospital Surg ical pre mium unti l J anuar y 1, 1981, at which time the Retireme nt Plan would pay up to $75. ¶ 33 The re tiree he alth car e bene fit was adde d to the retire ment plan agree ment in 1980 as a

new se ction 20.12. Section 20.12(a) of the re tirement plan a g ree ment, as ame nded throug h Dec ember

31, 2003, provides:

“(a ) Eff ective D ece mber 1, 1989, a sum will be paid in an amount sufficie nt to provide insuranc e cove rag e for all retire es under the Group Hospital Surg ical Major Me dical Plan or the Hea lth Maintenance Org anization premium , but said sum shall [3 ] not exceed the pr emium cost to the [R etireme nt] Plan effe ctive for such cove rag e for

a re tiree on D ece mber 31, 2003. This bene fit terminates whe n the re tiree attains ag e 65.” The c omplaint alleg es that, “[a]lthough Section 20.12 fa cially purports to ca

p the amount to be

Acc ordingto the complaint, “[a] procee ding that relate s to terms of the CBAapplicable 2 to multi ple employ ees or

employ ees a s a g roup, rather than to a single employee’ s g rieva nce, is called a n ‘Intere st Arbitration.’ ” Acc ordingto the complaint, the “Gr oup Hospital Surgic al Major Me dical Plan or the 3 Hea lth Maintenance Org anization” are the hea lth insurance pla ns available to active CTA employ ees. 9No. 1-12-3348

paid out of the Retire ment Plan Account f or re tiree he alth cover ag e at the D ece mber 31, 2003, level, no ca

p was e ver a g ree d to by

L ocal 308, a

nd so no cap w as eve r ef

fec tive or implemented. Acc ording ly , from 1980 to J uly 2009, Transit Union member s, employ ees r epre sented by other unions, and non-union employ ees hire d befor e September 5, 2001 , wer e provide d retire e hea lth

[4 ]

car e bene fits identical to those provided to ac tive employ ees, a nd wer e not cha

rg ed for this retire e hea lth care benef

it.” ¶ 34 V. 2007 Arbitra tion Award ¶ 35 In 2006, prior to the De cembe r 31, 2006, expiration date of the 2004 CBA, the tr ansit unions and the CTA discussed e x tension of the CBAand cha ng es to its terms. They

wer e unable to rea ch an a g ree ment and, in 2007, submitted their dispute to an interest a rbitration. On June 27, 2007, an ar

bitration panel, c haire d by Edwar d Be nn, issued an opinion and aw ard ( the B enn

awa rd), pr efa ced by

the statement that the pa

rties re quested a

n expedited hear ing a

nd decision “occ asioned by

cer tain proposed leg islative action beingcontemplated by the I llinois g overnme nt, which is desig ned to re medy a longstanding financ ial problem with the par ties’ pension and re tiree he alth and we lfare funding . Fr om the evidenc e and a rguments of the par

ties, it is clear that the pa

rties’ Pension Fund a

nd retire e hea lth insurance is in dire f inancial stra its and in desperate nee d of major a dditional funding.” The B enn aw ard f urther indicated that “the parties ha ve agree d that the jurisdiction of this panel to issue an ar bitration awa

rd in this matter is

In 2001, the CTA and the L ocal 308 a g ree d to restrict re tiree he alth car e bene fits for 4 employ ees hire d afte r September 5, 2001; the same re striction was imposed on L ocal 241 following an intere st arbitration in 2003. Employ ees hire d afte r September 5, 2001, are not members of

either c lass of plaintiffs. 10No. 1-12-3348

expressly conditioned upon the passa g e into law of le g islation which contains substantially the terms and c onditions set forth in the attache d Ex hibit A. I n the eve nt such leg islation is not passed into law, this Awa rd shall be void and of

no eff ect wha tsoever.” ¶ 36 Ex hibit A to the awar d provided for the establishment of a

“Retiree Hea lth Care Trust” in

a sec tion entitled “Retiree H ealth Care .” This sec tion included g overna nce by seven trustees—thre e union trustees, thre e CTA trustee s, and “the Auditor Gene ral or his desig nee”—and limited the retire e hea lth plan “to a plan no be tter than the c urre nt Option I I– the 90%/70% to Insuranc e Plan.” ExhibitA furthe r provided that $450 mill ion would be deposited in “see d” money

to the Retiree H ealth Care Trust in the form of a pension obligation bond, provided that the tra

nsit unions and the CTA complied with cer tain terms, including : (1) that retire d employ ees c ontribute up to 45% of the total amount ex pended unde r the Retire ment Plan for he alth car e; (2) that “the He althcar e Trust shall take sole responsibility for pa y ment, claims and plan a dminist ration ef fec tive J anuar

y 1, 2009"; ( 3) that cur

rent e mploy ees c ontribute to their health ca re c osts through a

“pay roll tax ” equa l to 3% of compensation; and (4) that the trustee s monitor the Retiree H ealth Care Trust fundinglevels and the actua rial pre sent value of

projec ted benef its ex pecte d to be paid, and ha ve the discr etion to increa se or de cre ase c ontribution levels and bene fit levels, base d on the pre sence of a sur plus or defic it. ¶ 37 In a sec tion entitled “Pension,” Exhi bit A provided for leg islation establishing g overna nce by 11 members—f

ive CTA member s, five union member s, and “the Auditor Gene ral or his desig nee.” The last sec tion of Ex hibit A indicated that “[a]ll of the above [is] conting ent on appropr iate L eg islative Funding .”

11No. 1-12-3348

¶ 38 The c omplaint alleg es that the re tired CTA employ ees who would be cha rg ed for their health ca re be nefits pursuant to the B enn aw ard w ere not parties to the intere st arbitration and

wer e not re prese nted at the inter est arbitration. ¶ 39 VI . Public Act 95-708 ¶ 40 Public Act 95-708, entitled “An Act conc erning transportation” (the 2008 Ac t), bec ame eff ective on January

18, 2008. As rele vant to the instant case , the Act amended se ction 22-101 of the Pension Code and a dded sec tion 22-101B. The amende d section 22-101 c oncer ned the Retirement Plan and pr ovided for the Retirement Plan B oard to be composed of 11 members—f

ive selec ted by

the CTA Tra

nsit Boar d, five sele cted by the transit unions and a coalition of the CTA’s othe r unions, and one “ selec ted by the Reg ional Transpor

tation Authority Boa rd of Dir ector s.” 40 I L CS 5/ 22-101(b) (West 2008). The trustee from the Reg ional Transpor tation Authority

(RTA) B oard of

Direc tors was fur

ther re quired to “be a prof essional fiduciar y who has e x perie nce in the a rea of collec tively

barg ained pe nsion plans.” 40 I L CS 5/ 22- 101(b) ( West 2008). Be g inning in 2009, if the Retire ment Plan Boa rd dete rmined that an incre ased c ontribution was require d to fund the Retireme nt Plan, then participatingemploy ees had to pay

one third of the inc rea sed contribution. 40 I L CS 5/ 22-101(e )(3) (West 2008). ¶ 41 Section 22-101(h) stated that “[t] he cha ng es made by

this amendatory

Act of the 95th Gene ral Asse mbly , to the extent that they aff ect the r ights or pr ivilege s of Authority employ ees that are curr ently

the subject of c ollective bar g aining , have be en agree d to betwee n the authorized repr esentatives of these e mploy ees a nd of the [Chicag o Transit] Authority prior to ena ctment of this amendatory

Act, as e vidence d by

a Memora

ndum of Under standing betwee n these

12No. 1-12-3348

repr esentatives that will be filed with the Secr etar y of State Index Department a nd desig nated a s ‘95-GA -C05.’ ” 40 I L CS 5/ 22-101(h) (West 2008). The “ Memorandum of Under standing ” provided that “ [t ]he parties ac knowledg e that the L eg islation, if passed into law, is leg islation containingsubstantially

the terms and c onditions set forth in Ex hibit A to Arbitrator B enn’s June 26, 2007 Opinion and Awa rd and the parties’ clar ifications there to” and f urther sta ted that “[t] he parties f urther a cknowledg e their intention that the L eg islation not be construed a s a diminution of the rights, privilege s and bene fits under the e x isting CBA s betwee n them or of Ar bitrator Be nn’s J une 26, 2007 Opinion and Aw ard, inc luding but not limited to the parties’ e x erc ise of their rig ht to gr ant ad hoc incre ases to re tirees in ac corda nce w ith the parties’ pa st practice .” ¶ 42 Finally , section 22-101( j) stated that “[n]othi ngin this amendatory Act of the 95th Gene ral Asse mbly

shall impair the rig hts or privileg es of Author ity employ ees unde r any

other law.” 40 I L CS 5/ 22-101(j) ( West 2008). ¶ 43 The ne w sec tion 22-101B, e ntitled “Hea lth Care B enef its,” provided that the CTA “ shall take a ll actions lawfully

available to it to s epar ate the f unding of health ca re be nefits for r etiree s and their de pendents a

nd survivors from the f

unding f or its retireme nt sy stem. The Authority shall endea

vor to ac hieve this separ ation as soon as possible, and in a ny event no late r than July 1, 2009.” 40 I L CS 5/ 22-101B (a) (West 2008). I t also established the He alth Trust “for the purpose of

providing health ca

re be nefits to elig ible retire es and the ir depe ndents and survivors in acc ordanc e with the ter ms and conditions set forth in this Section 22-101B” and provide d that the Hea lth Trust “shall be solely responsible for

providing health ca

re be nefits to elig ible retire es and their de pendents a

nd survivors by

no later tha

n J uly 1, 2009, but no ear lier than January 1,

13No. 1-12-3348

2009.” 40 I L CS 5/ 22-101B (b) ( West 2008). ¶ 44 The ne w Hea lth Trust Boar d was to consist of seve n members—thre e sele cted by the CTA Transit B oard, thre e sele cted by the transit unions and a c oalition of the CTA’s other unions, and one “ selec ted by the Reg ional Transpor

tation Authority

Boa rd of Dir ector s.” 40 I L CS 5/ 22-101B (b)( 1) (West 2008). The trustee se lected by the RTA B oard of

Direc tors “shall be a pr ofessional fiduc iary who has e x perie nce in the a rea of collec tively

barg ained r etiree health plans.” 40 I L CS 5/ 22-101B (b)( 1) (West 2008). ¶ 45 The ne w Hea lth Trust Boar d was to “e stablish and administer a he alth car e bene fit prog ram for

elig ible retire es and the ir depe ndents and survivors,” which wa s “not [to] contain any plan which pr ovides for more than 90% c overa g e for in-network se rvice s or 70% c overa g e for out-of -networ k service s after

any deductible ha s been pa id.” 40 I L CS 5/ 22-101B (b)( 2) (West 2008). The H ealth Trust B oard w as to “e stablish and maintain an appr opriate f unding r eser

ve level” a nd was to make an annua l assessment of the f unding le vels of the He alth Trust, which it repor ted to the Auditor Ge nera l. 40 I L CS 5/ 2-101B (b)( 3)(ii) (West 2008). In its report to the Auditor Gene ral, the H ealth Trust B oard w as to include a n assessment of whether

the ac tuarial prese nt value of pr ojected be nefits expected to be pa id to curre nt and future retire es and the ir depende nts and survivors excee ded or w as less than the a ctuar ial prese nt value of pr ojected contributions and trust income; if there was a projec ted shortfa ll, the Health Trust B oard w as to “provide a plan of

incre ases in employ ee, r etiree , depende nt, or survivor contr ibution levels, decr ease s in benefit leve ls, or both,” which would be implemented if appr oved by the Auditor Gene ral. 40 I L CS 5/ 2-101B (b)( 3)(iii) (West 2008).

14No. 1-12-3348

¶ 46 Be g inning January 1, 2009, “the a g g reg ate a mount of retire e, depe ndent and survivor contributions to the cost of their he alth car e bene fits” could not exceed “ more than 45% of the total cost of such be nefits.” 40 I L CS 5/ 22-101B (b)( 5) (West 2008). Additionally , section 22- 101B inc luded a r equire ment that “all employ ees of the Authority

shall contribute to the Retiree Hea lth Care Trust in an a mount not less than 3% of compensation.” 40 I L CS 5/ 22-101B (b)( 6) (West 2008). ¶ 47 Finally , section 22-101B stated: “No e arlier than J anuar

y 1, 2009 and no later

than J uly 1, 2009 as the Retire e He alth Care T rust become s solely responsible for

providing health ca

re benef its to eligible re tirees a

nd their depe ndents and survivors in a ccor dance with subsection (b) of this Section 22-101B, the [C hicag o Transit] Authority shall not have a

ny obligation to provide health ca re to c urre nt or future retire es and the ir depe ndents or survivors. Employ ees, r etiree s, depende nts, and survivors who a re r equire d to make contr ibutions t o the Retiree Hea lth Care Trust shall make c ontributions at the level set by the B oard of

Trustee s pursuant to the require ments of this Section 22-101B.” 40 I L CS 5/ 22-101B (b)( 7) (West 2008). ¶ 48 The 2008 Ac t also added se ction 12c to the Metropolitan Tr ansit Authority Act, which permitted the CTA to issue ce rtain bonds and notes, ove r $500 million of which was to be deposited into the Hea lth Trust for re tiree he alth car e. 70 I L CS 3605/ 12c(b) (2) ( West 2008). ¶ 49 VI I . Hea lth Care B enef its in 2009 ¶ 50 Followingthe ena ctment of the 2008 A ct, on Fe bruar y 27, 2009, the Hea lth Trust Boar d instit uted a he alth insurance “plan de sign” that require d CTA employ ees hire d prior to September 5, 2001, to pay

45% of the total c ost of their re tiree he alth car e bene fits, and appor tioned that cost

15No. 1-12-3348

amongthe re tired CTA employ ees. The plan desig n also provided that r etired e mploy ees w ould pay more for medical se rvice s than ac tive CTA employ ees, inc luding larg er de ductibles and copay ments than those paid by

active CTA e mploy ees. ¶ 51 In May

2009, retire d CTA employ ees w ere sent a letter informingthem that, in the future, they would be re quired to pay part of the ir monthly

health ca re be nefits pay

ment obligations. Acc ordingto the complaint, “[p] rior to this, CTA employ ees a nd retire es had be en re peate dly

assure d that any

chang es to the Retireme nt Plan Agr eeme nt would affe ct only new a nd/or curr ent CTA employ ees, not e mploy ees or retire es hired pr ior to September 5, 2001.” Acc ordingto the complaint, beg inning on July 1, 2009, and continuingeac h month therea fter, “ the CTA, the Retirement Plan, and the H ealth Trust joined tog ether to compel re tire[d] Class Members to pay for he alth car e bene fits *** by setting up a

mecha nism to deduct the improper c harg es automatically

from CTA re tirees’ monthly pension che cks. Class Members w ere told they had no choice but to authorize such automatic deduc tions or their retire e hea lth care benef its would end.” A lso beg inning in Jul y 2009, the Hea lth Trust Boar d beg an levy ing a 3% pay roll tax on active CTA e mploy ees a

nd the complaint alleg es that “the Hea lth Trust Boar d has g iven indications to CTA employ ees that it int ends to raise this pay roll tax in the near

future.” ¶ 52 VI I I . Motions to Dis miss ¶ 53 Followingthe filing of plaintiffs’ c lass action complaint, on August 8, 2011, the Retirement Plan, the Retireme nt Plan Boar d, the Hea lth Trust, and the He alth Trust Boa rd (collec tively , the non-CTA de fenda nts) filed a c ombined motion to di smiss t he complaint pursuant to both sections 2-615 a nd 2-619 of the Code . The non-CTA de fenda nts claimed that

16No. 1-12-3348

the complaint should be dismissed under sec tion 2-615 beca use (1) the unambiguous languag e of the re tirement plan a g ree ment proves that plaintiffs do not have a ve sted rig ht to free lifetime retire e hea lth care benef

its, so the entire complaint fa ils; (2) article X I I I , section 5, of the I llinois Constit ution does not apply to retireme nt health ca

re be nefits but only

to pension benef

its, so the counts related to the Constitut ion fail; (3) the CTA a nd the transit unions had the right to chang e retire e hea lth care benef

its, so the breac h of contra ct claims fa il; (4) plaintiffs could not rely on statements outside the re tirement plan a g ree ment, so the promissory estoppel cla ims fail; (5) following the 2008 Act doe s not constitute a brea ch of f iduciary duty , so the brea ch of f

iduciary duty claims fail; and ( 6) since pla intiffs failed to alleg e a substantive c ause of action, the r equest for a decla ratory judgme nt fails. The non-CTA de fenda nts further c laimed that the complaint should be dismissed under sec tion 2-619 beca use the tra

nsit unions were the only entities that had standingto challeng e cha ng es made to retiree health ca re be nefits as a

result of the c ollective barg ainingproce ss. ¶ 54 Also on August 8, 2011, the CTA filed a c ombined motion to di smiss t he complaint pursuant to both sections 2-615 a nd 2-619 of the Code . The CTA c laimed that the counts direc ted at it should be dismissed under sec tion 2-615 (1) be cause the CTA was not a proper party since it has not had a

ny responsibility

to pay any portion of re tired CTA employ ees’ health

car e costs since the 1980s; (2) be cause plaintiffs did not have a vested right to free health ca re; and (3) beca

use plaintiffs fa iled to state a c ause of action. The CTA also claimed that plaintiffs do not have standingto challeng e their he alth car e bene fits.

17No. 1-12-3348

¶ 55 IX. Trial Court Ruling ¶ 56 On September

21, 2012, the trial cour

t entere d an orde r g rantingin part and de nying in part de fenda

nts’ section 2-619 motions and g rantingdefe ndants’ sec tion 2-615 motions i n their entirety with prejudice . Concerning the sec tion 2-619 motions, t he trial c ourt conc luded that the class member s who wer e cur rent CTA e mploy ees did not have standing to challeng e their he alth

car e bene fits, since the tra nsit unions were the “ sole and e x clusive” ba rg ainingag ents for c urre nt CTA employ ees unde r both the 2004 and 2007 CB As. Additionally , the trial cour t concluded that, since only

a union and a

n employer ma

y invoke ar bitration, only

they have the standing to challeng e an a

rbitration awa

rd. Consequently , the trial cour t found that the cur

rent CTA employ ees did not have standing to overturn the B enn aw ard since they did not alleg e that the transit unions breac hed their duty of fa ir repr esentation in the arbitration proc eeding . There fore , the cour t gr anted the se ction 2-619 motions to dis miss with reg ard to the c urre nt CTA employ ees. ¶ 57 Howeve r, the trial c ourt denied the section 2-619 motions to dismi ss with respec t to the retire d CTA employ ees, f inding that the r etired e mploy ees w ere not “employ ees” repr esente d by the transit unions. Additionally , since they wer e employ ees a

t the time the 2004 and 2007 CBA s

wer e neg otiated, the trial c ourt found the r etired e mploy ees in privity with the unions as to those contra cts and, ther efor e, we re a ble to challeng e cha

ng es to their hea lth care benef its. ¶ 58 Concerningthe sec tion 2-615 motions, t he trial c ourt g rante d the motion to dis miss as to the CTA, findingthat the Dwor kin awar d, as we ll as the 2008 Act, e stablished that the CTA did not have a

ny duty to pay for r etiree health ca

re be nefits.

18No. 1-12-3348

¶ 59 Additionally , the trial cour t considere d the issue of whe ther the r etiree health ca re be nefits

wer e veste d. In its analy sis, the trial court conside red f eder al law discussingthe vestingof hea lth

car e bene fits. The cour

t noted that the CBAs did not use the te rm “ve st,” and found that they did not “clea rly and expressly” vest re tired CTA employ ees w ith fully paid hea lth care benef

its after Dec ember

31, 2003. The c ourt furthe r obser ved that, “at most, retirees c ould expect to have fully paid hea lth insurance but only until Decembe r 31, 2003. Afte r that date , Plaintiffs were not entitled to have he alth insurance premiums paid by the CTA.” ¶ 60 The trial c ourt also consider ed sec tion 17.1 of the retire ment plan agree ment, which provides: “[A]n employ ee r etiringunder the Plan, desiringthat any g roup health insuranc e bene fit made available f or the e mploy ee a

nd elig ible depende nts, by

the Authority , in the then exist ing la bor ag ree ment betwee n the par ties for a ctive employ ees, or an employ ee who immediately prior to re tirement wa s elig ible for sa id benef its made ava ilable by

any health maintena

nce or g anization under c ontrac t with the Authority to provide bene fits and who desires to c ontinue such bene fits upon retireme nt may authorize the [R etireme nt Allowance ] C ommitt ee in writing to de duct monthly [5 ] from his bene fits due under the Plan an amount to pay his monthl y

As noted, the Retire ment Allowance Commi ttee wa s the prede cessor to the Retirement 5 Plan Boa rd that is a def

endant in the instant ca se.

19No. 1-12-3348 premiums or rate.”

The c ourt noted that sec tion 17.1 of the retire ment plan agree ment permitted deduc tions from retire es’ pe nsion chec ks to pay for pr emiums and that, “if the CTA a nd Transit Unions intended to vest retire es with fully

paid hea lth insurance to a g e 65, they cer tainly would not have include d Section 17.1.” The court fur ther pointed to portions of the r etireme nt plan ag ree ment in which it provided for

vestingof lifetime pension be nefits and c oncluded that the a bsence of similar languag e whe n discussing he alth car e bene fits “strong ly implies that the parties did not intend to vest retire es with hea lth care benef its.” The cour

t also noted that the re tirement plan a g ree ment’s dissoluti on provision discussed the pay ment of “r etireme nt and disability allowanc es,” but not the pay ment of re tiree he alth car e bene fits. ¶ 61 Additionally , the trial cour t concluded that the “more fata l flaw” to plaintiffs’ ar g ument was the inc lusion of lang uag e in the CBA s and the re tirement plan a g ree ment that the CTA and the transit unions rese rved the rig ht to modify the bene fits in collective bar g aining . Relying on fede ral c ase la

w, the trial c ourt conc luded that hea lth care benef its did notvest in the prese nce of

a re servation of rig hts clause. Ac cording ly , the trial cour t gr anted the se ction 2-615 motions to dismiss and dec lined to addre ss the parties’ rema ining a rguments. This appea l follows. ¶ 62 ANALYSI S ¶ 63 On appe al, plaintiffs cla im that the trial court er red in grantingthe motions to di smiss beca use (1) they

have sta nding to c halleng e their r etiree health ca re be nefits, (2) the y

have a vested right to retiree health ca re be nefits, and ( 3) the CTA be ars r esponsibility for plaintiffs’ retire e hea lth care benef

its. Additi onally , plaintiffs claim that ea ch count of their complaint

20No. 1-12-3348

stated a c ause of

action for

which re lief could be g rante d. ¶ 64 I . Standard of Re view ¶ 65 Plaintiffs’ claims wer e dismissed pursuant to sections 2-615 a nd 2-619 of the Code . A section 2-615 motion to dismi ss “tests the leg al suffic iency of a c omplaint,” while a se ction 2- 619 motion to di smiss “admits the sufficienc y of the c omplaint, but asserts aff irmative matter that defe ats the cla im.” Bjork v. O’ Meara , 2013 I L114044, ¶ 21. “I n ruling on motions t o dismiss pursuant to either section 2-615 or

2-619 of the Code , the trial cour t must i nterpre t all pleading s in the light most favora ble to the nonmoving pa

rty” ( Doe v . Chicago Board of Education , 213 I ll. 2d 19, 23-24 (2004)), a nd a ca use of a ction should not be dismis sed under either se ction unless it is clearly appar ent that no set of f

acts c an be pr oved that would entitle the plaintiff to relief

( Pooh-Bah Enterprises, I

nc. v. County of Cook, 232 I ll. 2d 463, 473 (2009) (sec tion 2-615 motion); Feltmeie r v. Feltme ier , 207 I ll. 2d 263, 277-78 (2003) (se ction 2-619 motion)). Our re view of a motion to di smiss under either se ction is de novo ( Carr v. Koch , 2012 I L113414, ¶ 27), a

nd we may

aff irm the dismissal of a complaint on any g round that is appar ent from the r ecor d ( Golf v. Hende rson , 376 I ll. App. 3d 271, 275 (2007)). De nov o consideration

means we perf

orm the same a

naly sis that a trial judg e would per form. Khan v. BDO Se idman, LLP , 408 I ll. App. 3d 564, 578 (2011). ¶ 66 I I . Standing ¶ 67 We first addre ss the preliminary question of whethe r cur

rent CTA e mploy ees ha

ve standing to bringthe instant suit. The trial court found tha t curre nt employ ees la cked sta nding for two r easons. F irst, the court found that the curr ent employ ees la cked sta nding be cause , under

21No. 1-12-3348

the CBAs, the transit unions are the “sole a nd exclusive” barg ainingag ents for the employ ees. Additionally , as to the cla ims invol ving the propriety of the B enn aw ard a

nd the portions of the 2008 Act that we re de rived fr om the Be nn awa rd, the c ourt found that the c urre nt employ ees lacke d standing since only parties to the CB A ca

n challeng e the a

rbitration awa

rd in court unless the union brea ched its duty of fa ir repr esentation, which was not alleg ed. ¶ 68 On appe al, plaintiffs ar g ue that both of the tria l court’s c onclusions were incorre ct and urg e us to find that the cur rent CTA e mploy ees ha

ve standing

. First, plaintiffs a rgue that their 6 claims are based on rights indepe ndent of the CB As, including violations of the I llinois Constit ution, promissory

estoppel, bre ach of

fiduciar y duty , and re quest a de clar atory judgme nt of their c onstitut ional and statutory rights, and claim that they have the rig ht to prosecute the se claims as individuals. Additionally , plaintiffs argue that they have sta nding to br ing the ir contra ctual cla ims because “[t] he g rieva nce pr ocedur e in the CBA s here does not cove r cla ims for r etireme nt benef

its, which would instead have been r efe rre d to the Retirement Allowanc e Commi ttee for

resolution befor e it was dissolved in 2008,” a nd “[c]learly

it would have bee n futile to file a grieva

nce w ith the Transit Unions to challeng e a statute.” ¶ 69 Def

endants, in re sponse, ar g ue that the tria l court cor rec tly deter mined that the prope r party to raise these claims was the tr ansit unions, and that “[i] f the Curre nt Employ ees a re unhappy with the Unions’ conduc t, then their cour se of r elief is to file a n unfair la

bor pra ctice char g e ag ainst the Unions.” De fenda nts point t o the fa ct that the CBA s, the Be nn awa rd, and the

Plaintiffs do not argue that CTA employ ees who are not members of the transit unions 6 are treated any

differ ently

than union members. 22No. 1-12-3348

portion of the 2008 Ac t based on the B enn aw ard w ere all implemented as a result of the collective ba

rg ainingproce ss and ar gue that plaintiffs “ cannot individually seek to unwind” the collectively

barg ained- for c hang es. We ag ree with defe ndants. ¶ 70 Gene rally , under both the 2004 a nd 2007 CBAs, g rieva

nces be tween the CTA and its employ ees a

re pr ocesse d throug h a thre e-step pr ocedur e. Step 1 re quires the grieva nce to be repor ted to the CTA “by

the Union” a

nd further require s the CTA to provide a written response “to the Union.” I f the g rieva nce is not re solved “a

nd the Union desire s to appea l,” the g rieva nce is placed on the ag enda f

or a discussion betwe en the union and r epre sentatives of the CTA’s employ ee r elations depa

rtment. I f the grieva

nce is still not resolved, “a nd the Union or the Authority wishes to appea l the g rieva nce, the Union or the Authority may ref er the g rieva

nce to arbitration.” Thus, under the CBAs, it is the union repre sentingthe employ ee that participate s in the g rieva nce pr ocess, not the e mploy ee himself. ¶ 71 Additionally , only parties to an a

rbitration awa

rd may challeng e the a

war d in the circ uit court, a nd individual employ ees r epre sented by a union ca

nnot bring a suit to overturn the outcome of a

g rieva nce pr ocedur e or a

rbitration unless the employ ee pr oves that the union’s conduct in proc essingthe g rieva nce “ was a

rbitrar y , discriminatory , or in bad fa ith.” Stahulak v. City of Chi cago , 184 I ll. 2d 176, 180-81 (1998). ¶ 72 As noted, plaintiffs ar g ue that the c urre nt CTA employ ees ha ve standingto raise their claims bec ause the y

are asser ting individual rights independent of the CBAs. It is true that the claims alleg ed by

plaintiffs are not problems cause d by the CTA violating a

CBA, a s in the ty pical situation involving g rieva nces. F or instance , this is not a ca se of a n employ ee c halleng ing

23No. 1-12-3348

his termination or her w ork environme nt. I nstead, plaintiffs a lleg e that the CB A neg otiated by the CTA and the tr ansit unions contains terms that violate the I llinois Constit ution, the RTA Act, and ea rlier pr omises made to plaintiffs. In short, the claims alleg ed by plaintiffs are claims about the terms of the CBA itself, not about c ompliance with those ter ms by the CTA. ¶ 73 We cannot agree with plaintiffs that the nature of their c laims confer s standing upon the

curr ent CTA employ ees. D espite their c ontentions, plaintiffs’ claims ar e not see king “ to vindicate individual rig hts independent of c ollective bar g ainingag ree ments.” Eac h of the “individual rig hts” alleg ed by plaintiffs arise s from the CB As. The r etiree health ca re be nefits that plaintiffs are seekingto retain a re pr ovided by

the CBAs a

nd the re tirement plan a g ree ment incorpora ted within them, and the question we are asked to a nswer is whe ther the be nefits provided by

the CBAs ma

y be cha ng ed. Indeed, a

centr al issue in the instant case involves interpre tation of section 20.12 of the retire ment plan agree ment and whe ther it provides for vested re tiree he alth car e bene fits. ¶ 74 Plaintiffs cite sever al ca ses to demonstrate that individual employ ees c an bring claims independe nt of collec tive barg ainingag ree ments. For instanc e, in Cosentino v. Price , 136 I ll. App. 3d 490, 494 (1985), the appellate court noted that “[a] cause of a ction for r etaliatory discharg e is rec og nized in I llinois independe nt of any reme dy the employee ma

y have ba sed on a collective ba

rg ainingag ree ment.” Similarly , in Casanova v. City of Chicago , 342 I ll. App. 3d 80, 89, 91-93 (2003) , the appe llate cour t considere d the plaintiff’s pr ocedur al due pr ocess c laim despite conc luding that the pla intiff lacke d standingto challeng e an a rbitration awa

rd. F inally , in City of Rock Island v. H

uman Rights Comm’n , 297 I ll. App. 3d 766, 770 (1998), the a ppellate

24No. 1-12-3348

court found that an employ ee “ has a r ight to asse rt a c laim of rac ial discrimination under the Human Rig hts Act [(775 I L CS 5/ 1-101 et seq. (West 1996))] that is independent of his contra ctual rig ht under the c ollective bar g ainingagree ment.” ¶ 75 We have no qua

rre l with plaintiffs’ argument that individual employ ees c an bring claims independe nt of collec tive barg ainingag ree ments. Howeve r, in the ca se at ba r, the c laims that the

curr ent CTA employ ees r aise a re not indepe ndent of the CB As betwe en the CTA a nd the transit unions. I n the ca ses cited by plaintiffs, eve n in the absenc e of a collective ba

rg ainingag ree ment, the plaintiffs in those ca ses would have the rig ht to bring c auses of action for

reta liatory discharg e, proc edura l due proc ess, and r acia l discrimination. By contra st, here, in the a

bsence of the CBAs a

nd the re tirement plan a g ree ment incorporated there in, plaintiffs would have no retire e hea lth care benef

its to protect. The be nefits orig inated in the CBA s, they are administered as provided f

or in the re tirement plan a g ree ment, and they wer e cha ng ed by the CBAs. We c an find no leg al basis to deter mine that any

of the c laims alleg ed conc erne d the re tiree he alth car e benef its independent of the CB As. ¶ 76 In the ca se at ba

r, the trial c ourt corr ectly

deter mined that the cur

rent CTA e mploy ees do not have standingto raise their claims. The c urre nt CTA employ ees c ould have f iled an unfa ir labor pra ctice c harg e ag ainst the transit unions, arg uing tha t the transit unions breac hed their duty of fa ir repr esentation (1) in ag ree ing to a CBA that include d terms that could be unc onstitut ional, violated the RTA Ac t, and bre ache d promises made to CTA e mploy ees; a nd (2) in not appe aling the B enn aw ard, which set for th the terms that wer e incor porate d into the 2007 CBA, and which was the ba sis for the 2008 Ac t. Although we are sy mpathetic to the cur

rent CTA e mploy ees’

25No. 1-12-3348

plight, we see no w ay

that they have sta nding to r aise their c laims. 7 ¶ 77 As a fina l matter, plaintiffs ar g ue that the grieva nce pr ocedur e provide d by the CBAs does not apply

to the retire ment plan agree ment, based on a provision in the retireme nt plan ag ree ment g rantingthe Retirement Allowa nce Committee (now the Retirement Plan B oard) the power “to dec ide any

questions arising in the administration, interpretation and application of this P lan.” How ever , the re tirement plan a g ree ment is ex pressly part of the CBAs, a

nd the CBAs set forth a detailed grieva

nce pr ocess, a

nd we c annot say

that the above statement is intended to repla ce the CBAs’ grieva nce pr ocedur e for

issues conce rningthe re tirement plan a g ree ment. ¶ 78 I I I . Claims Involving the CTA ¶ 79 Next, we consider whether the trial cour

t properly g rante d the CTA’s motion to dism iss since the CTA ha d no responsibility for the pa

y ment of re tiree he alth car e bene fits. The trial court found that the Dworkin a war d, as we ll as the 2008 Act, e stablished that the CTA did not have a ny duty to pay for r etiree health ca

re be nefits. On appe al, plaintiffs argue that the 8 complaint alleg es fa cts “that e stablish the CTA’s obligation to provide plaintiffs’ re tiree he alth benef its, including ac cess to the group plans for active e mploy ees.” ¶ 80 As an initial matter, the CTA a sks us to strike certa in sections of plaintiffs’ br ief a nd

Indeed, our

conclusion is bolstered by the fa ct that, in rese arc hing the issues prese nt in 7 the instant case , we ha

ve bee n unable to discove r any case s conce rningretire ment health bene fits in which cur

rent e mploy ees a

re pla intiffs; instead, plaintiffs are universally either r etired employ ees or

unions. As we ha ve dete rmined that the c urre nt CTA employ ees do not have standingand we re 8 proper ly dismiss ed, any

ref ere nce to “ plaintiffs” for

the re mainder of

the opinion refe rs only

to the class I plaintiffs rema ining. 26No. 1-12-3348

dismiss plaintiffs’ appe al bec ause the sections of plaintiffs’ brief c oncer ning the CTA do not contain citations to authority . I llinois Supreme Court Rule 341(h)( 7) (e ff. July 1, 2008) re quires the appe llant to support its arguments with citations to authority and a f ailure to do so may

result in forfe iture of the issue on a ppeal. See People v . W

ard , 215 I ll. 2d 317, 331-32 (2005) (“ point raised in a

brief but not supported by citation to releva

nt authority

*** is theref

ore f orfe ited”); In re Marriage of Bates , 212 I ll. 2d 489, 517 (2004) (“ A re viewingcourt is entitled to have issues clea rly define d with releva

nt authority

cited.”) . Howeve r, wa iver is an a dmonition t o the par ties, not a limitation upon t he powe rs of c ourts of re view. Flynn v. Ry an , 199 I ll. 2d 430, 438 n.1 (2002). He re, since plaintiffs’ main ar g ument conce rningthe CTA depe nds on the meaningof the languag e of the Dworkin a war d and the r etireme nt plan ag ree ment, we a re a ble to analy

ze their ar g ument eff

ectively despite the lac k of citations to authorities and c hoose to do so. Thus, we pr ocee d to consider the issue on its merits. ¶ 81 Plaintiffs argue that the CTA ha s a “long -standingand continuingobligation[ ] under the CBA f or re tiree he alth benef

its.” They

point to the fact that the CTA is the e mploy er sig natory to the CBAs, a

nd argue that “[i]t would be contr ary to the basic law s of contra cts and c ollective barg ainingfor the CTA to ne g otiate an e mploy ee be nefit and ha ve no re sponsibili ty

at all for its role in cha

ng ing the retire ment sy stem to neg ate the be nefits that it promised.” The y also argue that, while the re tirement plan a g ree ment provides for pay ment of re tiree he alth car e bene fits out of the Retire ment Plan’s assets, “it does not mandate that the cost of r etiree health bene fits would be paid e x clusively

from the Retire ment Plan, with no obligation of the CTA.” Instead, they claim that the CTA wa s obligated to pay any costs not cover ed by

the Retirement Plan, and the

27No. 1-12-3348

CTA acte d in acc ordanc e with this obligation until its breach in 2009. We do not find plaintiffs’ argument persua sive. ¶ 82 Whil e we acknow ledg e that we must take plaintiffs’ a lleg ations as true f or the purpose of a motion to dism iss, an examination of the Dworkin aw ard a nd the languag e of the CBAs lea ds us to the same conc lusion reac hed by the trial cour

t: that the CTA does not have a contra ctual or statutory obligation to provide retire e hea lth care benef its. First, the May

16, 1980, Dworkin

awa rd orde red the retire ment plan agree ment to be amende d and stated that, “[e]ffective [upon] the issuance of the Aw ard, the [C hicag o Transit] Authority will no longer

contribute up to $40.00 per month towar d the re tiree’ s Group Hospital Surg ical pre mium.” I nstead, the a war d order ed the Retirement Plan to pay up to $60 per month toward the retire e’s Gr oup Hospital Surgic al premium until J anuar

y 1, 1981, at which time the Retire ment Plan would pay up to $75. Thus, as of 1980, the re sponsibili ty of pay ing the retire e hea lth care benef its shifted from the CTA to the Retirement Plan. 9 ¶ 83 Plaintiffs argue that the a war d was re levant only

to the CBA g overne d by

it, and that it does not speak to the issue of whether the CTA is now obligated to pay for r etiree health ca

re benef its. P laintiffs also ar gue that the Dw orkin awa rd only conce rned pa

y ment of pre miums and did not concer

n the CTA’s oblig ation to provide re tired CTA employees w ith acce ss to the same insurance plans provided to ac tive CTA employ ees. H oweve r, plaintiffs’ a rgument overlooks the languag e of the CBAs, a

nd the re tirement plan a g ree ment incorporated there in.

Plaintiffs clarifie d duringoral a rgument that class I

does not include a

ny retire d CTA 9 employ ees who retire d prior to 1980. 28No. 1-12-3348

¶ 84 As plaintiffs admit, the re tirement plan a g ree ment provides for pay ment of re tiree he alth

car e bene fits from Retirement Plan asse ts. Never theless, plaintiffs cla im that the retireme nt plan ag ree ment does not state that those be nefits ar e exc lusivelypaid for by the Retirement Plan, and that the CTA has a

n obligation to pay

the diffe renc e betwe en the r etired e mploy ees’ premiums and the a mount paid by

the Retirement Plan. Howe ver, se ction 7.5 of the re tirement plan ag ree ment specific ally

provides: “All pay ments and bene fits provided for in this P lan *** shall be made f rom the F und and ther e shall be no oblig ation on the par t of the Authority

or the e mploy ees to provide for pa y ments of bene fits from any other sourc e; and ther e shall be no liability on the Authority or employ ees to make any contributions other than those specifie d in Parag raph 7.1 a nd Paragraph 21.1( 1) and Par ag raph 22.2 here of.” Thus, under the specific terms of the r etireme nt plan ag ree ment, the CTA has no oblig ation to make a ny contributions other than those se t forth in the re tirement plan a g ree ment. ¶ 85 Plaintiffs make the c laim that section 7.5 does not apply to retiree health ca

re be nefits, arguing that the “Plan” r efe rre d to in the section “is a de fined ter m refe rringto only

the ‘re tirement and disability

allowanc e plan.’ *** I t does not include the sepa rate ‘Group H ospital Surg ical Major Me dical Plan or the H ealth Maintena nce O rg anization premium’ in Section 20.12.” Howe ver, pla intiffs’ ar g ument mischara cter izes the definition of “Plan” in sec tion 1.1 of the re tirement plan a g ree ment, which states in full:

29No. 1-12-3348 “The retire ment and disability allowanc e plan whic h is the subject of this ag ree ment shall be known a s ‘RETI REMENT PL AN F OR CHI CAGO TRANSI T AUTHO RI TY EMPL OYEES’ a nd is sometimes refe rre d to in this ag ree ment as ‘this Plan’ or ‘the Plan.’ ” (E mphasis in origina l.) Clearly , the “Plan” is the r etireme nt plan ag ree ment in its entirety , not simpl y the portions

conce rningpensions and disability benef its. Were it otherwise , section 20.12 of the r etireme nt 1 0 plan agree ment, which conc erns r etiree health ca re be nefits, would not contain any ref ere nces to the “Plan” pa

ying f or hea lth care benef

its. According ly , the terms of the retire ment plan ag ree ment contra dict plaintiffs’ cla ims that the CTA had an oblig ation to pay retire e hea lth care benef its. ¶ 86 All is not l ost for plaintiffs, howe ver. A lthough the CTA doe s not have a contra ctual or statutory obligation to pay

for r etiree health ca

re be nefits, plaintiffs have alleg ed that the CTA

never theless continued to pay

for r etiree health ca

re until 2009 and, at this early stag e of the proce eding s, “we acc ept as true all well-plea ded fa cts and a ll reasona bly drawn infere nces f

rom those fac ts in favor of the plaintiff.” Doe , 213 I ll. 2d at 28. As will be expl ained late r in our opinion, plaintiffs’ alleg ations are sufficie nt to state a ca use of a ction for pr omissory estoppel and decla ratory judgme nt as we c annot find that it is clear ly appar ent that no set of f

acts c an be proved that would entitle the plaintiff to relief

. Feltmeie r , 207 I ll. 2d at 277-78. Thus, while the Sometimes, based on context, the “Plan” is the Retireme nt Plan as an entity , not the 1 0 retire ment plan agree ment as a written contra ct. Neve rtheless, the point re mains that the “Plan” is not li mited to solely

pensions and disability

benef its. 30No. 1-12-3348

trial court c orre ctly

g rante d the CTA’s motion to dism iss with respect to the major ity of the claims ag ainst it, those two counts remain and should not have been dismissed. ¶ 87 IV. Vestingof Retiree Hea lth Care B enef its ¶ 88 We next turn to the issue of whe ther the r etired CTA e mploy ees ha d a veste d rig ht to retire e hea lth care benef

its. After dismissing the CTA a nd finding the cur

rent CTA e mploy ees lacke d standing , the trial cour t found the issue of ve sting dispositive of the re st of plaintiffs’ claims. In essenc e, the tria l court conc luded that since pla intiffs had no vested r ight to re tiree health ca re be nefits, plaintiffs could not state a cause of ac tion under any of their theor ies of

rec overy . The trial c ourt found that the r etireme nt benef its were not ve sted rig hts beca use (1) the languag e of the retire ment plan agree ment did not include an intention to vest in “clea r and express languag e,” a

nd (2) the r etireme nt plan ag ree ment and the CB As included languag e

rese rvingthe rig ht to modify the bene fits in collective bar g aining . On appe al, plaintiffs do not dispute the trial cour

t’s conclusion that vestingis a threshold issue, but argue that their r ights

wer e veste d and, ther efor e, the tria l court er red in g rantingdefe ndants’ motion to dism iss. ¶ 89 Plaintiffs argue that their r etiree health ca re be nefits wer e veste d under two the ories: (1) the languag e of the retire ment plan agree ment itself and (2) the languag e of a rticle XI I I , section 5 of the I llinois Constit ution. W e first c onsider plaintiffs’ c ontrac tual argument and will only consider pla intiffs’ constitutional argument if nec essar y . See Marconi v. City of Joliet , 2013 I L App (3d) 110865, ¶

16 (“w e must avoid the adjudication of constitutional questions when a ca se can be decide d on other g rounds”)

.

31No. 1-12-3348

¶ 90 A. L anguag e of Retire ment Plan Ag ree ment ¶ 91 1. Presumption ¶ 92 Plaintiffs argue that, under the terms of the retire ment plan agree ment, their rig ht to retire e hea lth care benef

its was vested. I

n consideringthe languag e of the retire ment plan ag ree ment, we must first deter mine whether

there is a presumption either in f avor of or ag ainst vesting of re tirement hea lth care benef its. There a

re two I llinois case s cited by the par ties speakingto this i ssue: Haakev. Board of Education for Glenbard Township High School Distr ict 87 , 399 I ll. App. 3d 121 (2010), a Sec ond District case applying f eder al law, whic h, in the Seventh Circuit, includes a pr esumption ag ainst vesting; a nd Marconi v. City of Joliet , 2013 I L App (3d) 110865, a

Third District ca se applying state law a nd imposing a pr esumption in favor of vesting

. 1 1 ¶ 93 In Haake , the Second District c onsidered whether the def endant sc hool board c ould reduc e the he alth insurance benef its provided to retired te ache rs pursuant to CBA s betwee n the school board a

nd the teac hers’ union, after those CBAs ha d expired. Haake , 399 I ll. App. 3d at 122. In its analy sis, the Haakecourt indicated that there was little I llinois case law on point beca use “f eder al common law de veloped unde r sec tion 301 of the [L abor- Manag ement Relations Act, 1947 (29 U .S.C. § 185 (2000))] is s upposed to be a pplied in any

case requiringthe interpre tation of a c ollective bar g ainingag ree ment.” Haake , 399 I ll. App. 3d at 127. Thus, the

Marconihad not y et bee n decide d at the time of the tria l court’s de cision in the case at 1 1 bar. A ccor dingly , neither the trial court nor the par ties relied on the c ase be low. Howeve r, the impact of the c ase ha s been discusse d in the non-CTA def endants’ r esponse br ief a

nd plaintiffs’ reply brief on a

ppeal. 32No. 1-12-3348

court a pplied fede ral lawto its analy sis. Haake , 399 I ll. App. 3d at 128. ¶ 94 The Haakecourt noted that the question was whe ther the r etiree health ca re be nefits had vested, “ so that they

survive the e x piration of the a g ree ment g rantingthem” and f urther note d that “[n] o fede ral statute r equire s employ ers to g rant he alth insurance benef its to retirees, a

nd such bene fits are vested only if the contra ct under

which they

wer e provide d so states.” Haake , 399 I ll. App. 3d at 131 (citing Bland v. Fiatallis N orth America, Inc

. , 401 F.3d 779, 783 ( 7th Cir. 2005)). “ ‘[B]ecause employ ers a re not leg ally

require d to vest benef

its, the intention t o vest must be found in “cle ar a nd express languag e.” ’ ” Haake , 399 I ll. App. 3d at 132 (quoting Bland , 401 F.3d at 784, quoting Inter-M odal Rail Employees Ass’ n v. Atchison, Topeka &

Santa Fe Ry . Co. , 520 U.S. 510, 515 (1997)). Under the terms of the c ontrac ts before it, the court conclude d that the intention to ex tend the duration of the retire e hea lth care benef its bey ond the expiration of the contac ts was clea rly expressed. Haake , 399 I ll. App. 3d at 132. ¶ 95 The Haakecourt re jected the school board’ s argument that, under Seve nth Circuit case law, ther e is a pre sumption t hat re tiree he alth car e bene fits terminate whe n the CBA pr oviding for them e x pires, findingthat the pre sumption applied “only if a c ollective barg ainingag ree ment is utterly silent on the question of whethe r the he alth insurance benef its provided there in were intended to survive the e x piration of the c ollective bar g ainingag ree ment.” Haake , 399 I ll. App. 3d at 132-33 (c iting Bland , 401 F.3d at 784, and Rossetto v. Pabst Brewing Co. , 217 F.3d 539, 544 (7th Cir. 2000)). Since the contra cts befor e it wer e not silent, “the pre sumption [ was] not applicable .” Haake , 399 I ll. App. 3d at 133. ¶ 96 Three y ear s later, in Marconi , the Third District disag ree d with the Haake court’s

33No. 1-12-3348

conclusion that fe dera l law applied to the inter pretation of collective ba

rg ainingag ree ments involving state g overnme nts. Marconi , 2013 I LApp (3d) 110865, ¶ 22. In that case , the plaintiffs, retire d firef

ighte rs and police office rs, sued the City of Jol iet, their for

mer e mploy er, in response to the city ’s dec ision to reduce some of the re tirement hea lth benefits that wer e promised to them. Marconi , 2013 I LApp (3d) 110865, ¶ 1. The plaintiffs a

rgued that the chang es to their bene fits violated article XI I I , section 5, of the I llinois Constit ution because it diminis hed the he alth car e bene fits to which they wer e contr actua lly

entitled at the time of their retire ment. Marconi , 2013 I LApp (3d) 110865, ¶ 12. ¶ 97 The Marconicourt fir st focused on “ whether eac h plaintiff has a

vested right to rece ive the spec ific hea lth care benef its promised in the collective ba rg ainingagree ment under which he retire d, there by

barr ing the City

from unilater ally

reduc ing suc h benef

its after his re tirement.” Marconi , 2013 I LApp (3d) 110865, ¶ 17. I f not, then the plaintiffs’ entitlement to the benef its provided in the CB As expired when the a g ree ments terminated, a nd no principle of c ontrac t law would bar the city

from re ducingthose bene fits after the plaintiffs re tired. Marconi , 2013 I LApp (3d) 110865, ¶

17. Only in the event that the be nefits wer e not vested a ccor ding to the c ontrac t would the cour

t consider whe ther the c ity ’s re duction of the be nefits violated the I llinois Constit ution. Marconi , 2013 I LApp (3d) 110865, ¶ 17. ¶ 98 Prior to addre ssing the me rits of the ca se, the Marconicourt c onsidered w hether fede ral or state law

applied to the plaintiffs’ c laims, and whethe r a pr esumption conce rningvesting applied. The Marconicourt noted that the Haakecourt c oncluded that f eder al law a

pplied to claims for br eac h of a c ollective bar g ainingag ree ment, but disag ree d with that conclusion.

34No. 1-12-3348

Marconi , 2013 I LApp (3d) 110865, ¶ 22. The Marconicourt noted that, “[a]l though state-law claims for br eac h of a c ollective bar g ainingag ree ment by a priva te employ er a

re g ener ally pree mpted by

fede ral labor

law, the f

eder al ac t does not apply

wher e the e mploy er is ‘a ny State or political subdivisi on there of.’ ” Marconi , 2013 I LApp (3d) 110865, ¶ 22 (quoting 29 U.S.C. § 152(2) ( 2000)). Ac cording ly , the cour t concluded that, since the City of Jol iet was a

political subdivision of the St ate of I llinois , “any

claim involving the inter pretation of the plaintiffs’ collective ba

rg ainingag ree ments arises unde r I llinois law, not fe dera l law.” Marconi , 2013 I L App (3d) 110865, ¶

22. ¶ 99 The Marconicourt then e x amined whe ther a presumption should be applied e ither in favor of or a g ainst vesting. T he cour t noted that sever al cour

ts, including the Seve nth Circuit, applied a pr esumption ag ainst the vestingof re tirement bene fits under a collective ba

rg aining ag ree ment, finding that such bene fits vested only if the pre sumption was rebutted through contra ctual languag e or by extrinsi c evide nce show ing tha t the parties intende d the bene fits to survive the e x piration of the a g ree ment. Marconi , 2013 I LApp (3d) 110865, ¶ 24 (citing Bidlack v. W heelabrator Corp. , 993 F.2d 603, 607 ( 7th Cir. 1993)). Howe ver, the court a lso noted that other c ourts, namely , the Supreme Court of Wisconsin, applied a pr esumption in favor of ve sting retire ment health ca

re be nefits. Marconi , 2013 I LApp (3d) 110865, ¶ 25. The c ourt then eng ag ed in a thorough examination of the Supreme Court of Wisconsin’s decision in Roth v. City of Glendale , 2000 WI100, 237 Wis . 2d 173, 614 N.W.2d 467, in which the Wis consin court “applied a

presumption that health bene fits promised in a collec tive barg ainingag ree ment vest unless: (1) the languag e of the ag ree ment sug g ests otherwise; or (2) the a g ree ment is ambiguous

35No. 1-12-3348

and extrinsic evidence demonstrates that the parties did not intend the bene fits to vest,” rea soning that “this presumption ‘comports with a more far -re achingunderstanding of the c ontext in which retire e bene fits arise a

nd serve s to fulfill the leg itimate expectations of employ ees who have barg ained f

or those bene fits.’ ” Marconi , 2013 I LApp (3d) 110865, ¶ 26 (quoting Roth , 2000 WI100, ¶ 26, 237 Wis. 2d 173, 614 N.W .2d 467). ¶ 100 The Roth court noted tha t “employ ers of

fer employ ment benef

its to attract and maintain personne l, and that ‘[t] he employ er’ s promise of such be nefits is an induce ment to provide service s for that pa

rticular e mploy er to the e x clusion of other e mploy ment opportunities.’ ” Marconi , 2013 I LApp (3d) 110865, ¶ 26 (quoting Roth , 2000 WI100, ¶ 27, 237 Wis. 2d 173, 614 N.W.2d 467). Thus, treatingsuch bene fits as mere g ratuities that could be c hang ed by the employ er a fter the employ ee’ s retire ment would frustrate the leg itimate expectations of retire es. Marconi , 2013 I LApp (3d) 110865, ¶ 26. ¶ 101 The Roth court a lso set forth seve ral e quitable consider ations weig hing in f avor of a vesting presumption, including “ the unfa irness of a llowing a n employ er to off

er r etireme nt benef its as an induceme nt to employ ment and, af

ter a n employee ha s acc epted e mploy ment under such circ umstances a

nd satisfied all the c ontrac tual conditions entitli nghim to such benefits, [allowing the e mploy er to then] disreg ard or modify its contractua l obligations.” Marconi , 2013 I LApp (3d) 110865, ¶

27. Fur thermore , “ ‘ma

ny retire es live solely

on their re tirement bene fits,’ and *** ‘[r]etirees with fixed incomes ar e g ener ally ill-prepar ed to meet a dditional financial obligations that were una nticipated and that may

be incr ementally

modified without notice.’ ” Marconi , 2013 I LApp (3d) 110865, ¶ 27 (quoting Roth , 2000 WI100, ¶ 33, 237 Wis. 2d 173,

36No. 1-12-3348

614 N.W.2d 467). Finally , the Roth court noted that unions were not oblig ated to re prese nt the interests of r etired e mploy ees dur ing c ollective bar g ainingand that bar g ainingfor c ontinued benef its “ ‘may cre ate c onflicts of intere st betwee n the re tirees a nd the cur rent union employ ees,’ ” and a presumption in favor of

vesting thus “ ‘ser

ves to protec t the voiceless in the subseque nt neg otiating pr ocess.’ ” Marconi , 2013 I LApp (3d) 110865, ¶ 28 (quoting Roth , 2000 WI100, ¶¶ 35, 36, 237 Wis. 2d 173, 614 N.W.2d 467). ¶ 102 The Marconicourt found Roth ’s re asoningpersua sive, finding :

“Unless the c ontrac tual languag e or e x trinsic evidenc e cle arly shows otherwise, r etireme nt health ca re be nefits promised under a collective ba

rg ainingag ree ment are not mere gratuities that may be unilatera lly

reduc ed or e liminated by the employ er a fter a

n employ ee ha s ear

ned them. The promise of he alth insurance benef its at retireme nt may

induce a n employ ee to a cce pt a job and to work for

the re quisite number of year s in order to be come elig ible for suc h benef

its. [ Citation.] This provides a substantial benef it to the employ er. A ccor dingly , once a n employ ee be comes elig ible for he alth insurance benef its and retire s under the ag ree ment, the right to rece ive the bene fits vests, and the employ er must provide the bene fits as promised in the agree ment. [C itations.] ” Marconi , 2013 I LApp (3d) 110865, ¶ 29. The Marconicourt fur

ther found that fundamenta l fairne ss require s a pre sumption i n favor of

37No. 1-12-3348

vesting : “When the promise of retire ment health bene fits induces an employ ee to wor

k for a n employ er until he be comes e ligible f or such bene fits, this i nduceme nt may preve nt him from finding alternative way s to prepar e for retire ment, either by

finding other employ ment with highe r wa g es or be nefits or by neg otiating with the employ er f

or hig her w ag es in lieu of re tirement bene fits so that he ca n start his own persona l retireme nt acc ount. [ Citation.] Such an employ ee ma

y be put in an untena

ble position when his employ er unilate rally

withdraws or

diminis hes his benef

its after the employ ee ha s retire d. [C itation.] He may be for ced to incur

a ‘substantial financ ial burden f or which [he] had not planned at a time when it is least aff

ordable .’ ” Marconi , 2013 I LApp (3d) 110865, ¶ 30 (quoting Poole v. City of W aterbury , 831 A.2d 211, 224 (Conn. 2003)). Finally , the Marconicourt found tha t a pre sumption i n favor

of vesting“prote cts retire es fr om the vag arie s of a c ollective bar g ainingproce ss that no longe r re prese nts their interests,” since unions only

repr esente d the intere sts of active e mploy ees when neg otiating a new c ollective barg ainingag ree ment, not the interests of e mploy ees who had alr eady retire d, and, “[a]ccording ly , unions have e very incentive to bar g ain for c onditions t hat would bene fit active employ ees a

t the expense of re tirees.” Marconi , 2013 I LApp (3d) 110865, ¶ 31.

38No. 1-12-3348

¶ 103 The Marconicourt re jected the city ’s ar g ument that the cour t should not use the vesting presumption applied in Roth beca use “ Roth announce d a policy

pref ere nce of the Wisconsin Supreme Court that is ‘in open opposition to Seventh Circuit jurisprudence .’ ” Marconi , 2013 I L App (3d) 110865, ¶

36. The Marconicourt a g ain noted that fe dera l law did not applyto statelaw cla ims for brea ch of a collective ba

rg ainingag ree ment by

a municipal employ er. Marconi , 2013 I LApp (3d) 110865, ¶ 36. Fur thermore , the cour

t pointed out that mostof the fe dera l case s that apply an infe renc e ag ainst vesting of retire e hea lth care benef

its addressed c laims in which the Employ

ment Retirement Income Sec urity Act of 1974 ( ERI SA) (29 U.S.C. § 1001 et seq. (2000)) was at issue, and that ERI SA require s the vestingof pension rig hts, but not health or other we lfare benef

its for retire es, lea ding some fede ral c ourts to conclude that a pre sumption ag ainst the vestingof re tirement hea lth care benef its is appropriate; since ERI SA did not apply to g overnme nt-sponsored a

nd g overnme nt-funded be nefit plans, any infere nce a g ainst vesting implied by

ERI SA had no application. Marconi , 2013 I L App (3d) 110865, ¶

36. Finally , the Marconicourt noted that, even within the fe dera l courts, not all courts followe d the Seventh Circuit’s presumption ag ainst the vestingof re tirement hea lth care benef its. Marconi , 2013 I L App (3d) 110865, ¶

37. See, e.g. , International Union, United Automobile, Aerospace , & Agricultural Implement W orkers of Ame rica (

UAW ) v. Y ard-Man, Inc

. , 716 F.2d 1476, 1482 ( 6th Cir. 1983) (findingthat when the pa rties contra ct for be nefits that ac crue upon achie vement of retire e status, “ther e is an infe renc e that the pa rties likely

intended those be nefits to continue as long a s the bene ficiar

y rema ins a retire e”) . Acc ording ly , the Marconicourt stated: “[W ]e rule that the plaintiffs’ c ollective bar g ainingag ree ments

39No. 1-12-3348 should be interpre ted in light of a presumption in favor of

the vesting of re tirement hea lth care benef its, as in Roth . We will there fore presume tha

t such bene fits vest unless: (1) the lang uag e of the c ollective bar g ainingagree ments unambig uously sug g ests otherwise; or

(2) if the contra ct languag e is ambiguous, ext rinsic evidenc e sug g ests that the par ties did not int end the be nefits to vest.” Marconi , 2013 I LApp (3d) 110865, ¶ 38. ¶ 104 In the ca se at ba

r, we find Marconi ’s re asoningpersua sive. Acc ording ly , in our examination of the terms of the CB As and re tirement plan a g ree ment, we will apply a presumption in favor of

vesting

. ¶ 105 2. Contractual Te rms ¶ 106 We now turn to the consider ation of whe ther the te rms of the CB As and the r etireme nt plan agree ment provided for vested re tiree he alth car e bene fits. The principa l objective in construinga contr act is to deter mine and g ive ef

fec t to the intention of the parties at the time they enter ed into the contra ct. Fleet Business Credit, LLC v. Enterasys Networks, Inc

. , 352 I ll. App. 3d 456, 469 (2004). “ ‘[A] n ag ree ment, when r educe d to writing, must be pr esumed to speak the intention of the parties who signe d it. I t speaks for itself, and the intention with which it was executed must be dete rmined fr om the languag e used. It is not t o be cha ng ed by extrinsi c evidenc e.’ ” Air Safety, Inc . v. Teache rs Realty Corp. , 185 I ll. 2d 457, 462 (1999) (quoting W estern Illinois Oil Co. v. Thompson , 26 I ll. 2d 287, 291 (1962)). A c ourt interpre ting a contra ct beg ins by examining the languag e of the contra ct alone, a nd “[i] f the languag e of the contra ct is

40No. 1-12-3348

fac ially unambig uous, then the contra ct is interpre ted by the trial cour

t as a matter

of law w ithout the use of pa

rol evidenc e.” Air Safety , 185 I ll. 2d at 462 (citing Farm Credit Bank of St. Louis v. W hitlock, 144 I ll. 2d 440, 447 (1991)). I f an a mbiguity is present, then the court may admit parol evidenc e to aid in re solving the a mbiguity

. Air Safety , 185 I ll. 2d at 462-63 (citing W hitlock, 144 I ll. 2d at 447). “In interpre ting a contra ct, it is presumed that all provisions wer e intended f or a purpose, a

nd conflictingprovisions will be reconc iled if possible so as to g ive ef fec t to all of the contra ct’s provisions.” Shorr Paper Products, Inc . v. Aurora Elev ator, Inc. , 198 I ll. App. 3d 9, 13 (1990). Additionally , in interpreting the re tirement plan a g ree ment, “unless the languag e of the collec tive barg ainingag ree ments or extrinsic evidence shows that the par ties did not int end the hea lth benefits at issue to vest, we will presume that the pa rties intended these benef its to survive the e x piration of the c ollective barg ainingag ree ments.” Marconi , 2013 I LApp (3d) 110865, ¶ 40. ¶ 107 a. Section 20.12 of the Retirement Plan Ag ree ment ¶ 108 In the ca se at ba

r, we cannot f

ind that the languag e of the retire ment plan agree ment unambig uously

provides that re tiree he alth car e bene fits were not intended to be veste d rights. Under section 20.12 of the r etireme nt plan agree ment:

“(a ) Eff ective D ece mber 1, 1989, a sum will be paid in an amount sufficie nt to provide insuranc e cove rag e for all retire es under the Group Hospital Surg ical Major Me dical Plan or the Hea lth Maintenance Org anization premium, but said sum shall not exceed the pr emium cost to the [R etireme nt] Plan effe ctive for

41No. 1-12-3348 such cove rag e for a re tiree on D ece mber 31, 2003. This bene fit terminates whe n the re tiree attains ag e 65.” This section expressly

provides that “[t]hi s benef it terminates when the retire e attains a g e 65,” indicatingthat the bene fit is intended to continue past the e x piration of the CB A in forc e whe n the CTA employ ee r etires. Haake , 399 I ll. App. 3d at 132 (findingthat a provision stating that 1 2 “bene fits would be paid until the retire e re ache d the ag e of 65" “cle arly expressed the intent that the duration of the retire e hea lth insurance be nefits was to e x tend beyond the expiration of the contra cts”). A ccor dingly , the rig hts provided under section 20.12 ar e veste d rig hts that may not be cha ng ed af ter the CTA e mploy ee r etires. ¶ 109 We note that, while sec tion 20.12 appear s to cap the le vel of pa y ments to the premium costs as of De cembe r 31, 2003, plaintiffs alleg e in their c omplaint that, in actuality , “fr om 1980 to J uly 2009, Transit Union member s, employ ees r epre sented by other unions, and non- union employ ees hire d befor e September 5, 2001, wer e provide d retire e hea lth care benef its identical to those provided to ac tive employees, a nd wer e not cha

rg ed for this retiree health ca

re be nefit.” For the purposes of

a sec tion 2-615 motion t o dismiss , all well-plea ded fa cts in the complaint, and all re asonable infere nces that may be dra wn from those f

acts, a re ta ken as true

. Y

oung v. Bryco A rms , 213 I ll. 2d 433, 441 (2004). Additionally , even if the pre cise c ontours of the be nefit

are in dispute, the retire ment plan agree ment is clear that, at the ver

y least, bene fits up to the level of the Dec ember

31, 2003, amount wer e intended to be vested rights. W hether benef its

As noted, the re tirement plan a g ree ment is a separ ate doc ument from the CB As, but is 1 2 expressly incorpora

ted into the CBAs. 42No. 1-12-3348

beyond that level we re ve sted is a question of fa ct depe ndent on the cour se of c onduct betwe en the par ties and is inappropriate for r esolution on a motion to di smiss. ¶ 110 b. Other Provisions ¶ 111 Def

endants point to sever al other por tions of the retire ment plan agree ment and CBA s that they claim demonstrate that the CTA and the tr ansit unions did not i ntend to provide plaintiffs with a vested r ight to re tiree he alth car e bene fits. Under se ction 17.1 of the re tirement plan agree ment:

“[A]n employ ee r etiringunder the Plan, desiringthat any g roup health insuranc e bene fit made available f or the e mploy ee a

nd elig ible depende nts, by

the Authority , in the then exist ing la bor ag ree ment betwee n the par ties for a ctive employ ees, or an employ ee who immediately prior to re tirement wa s elig ible for sa id benef its made ava ilable by

any health maintena

nce or g anization under c ontrac t with the Authority to provide bene fits and who desires to c ontinue such bene fits upon retireme nt may authorize the [R etireme nt Allowance ] C ommitt ee in wr iting to deduc t monthly from his bene fits due under the Plan an amount to pay his monthl y premiums or rate.” Def endants a rgue that, “[i]f the CTA and Unions intended to vest Retiree s with ‘fully paid’ health insuranc e to ag e 65, then they would not have include d Section 17.1 allowingthe [R etireme nt] Plan to deduct money from Retiree s’ pension che cks to pay for he alth insurance

43No. 1-12-3348

premiums.” Howe ver, unde r the ter ms of the re tirement plan a g ree ment, CTA employ ees hire d as of Septembe r 5, 2001, did not rec eive r etiree health ca re be nefits, nor did depe ndents of CTA employ ees. Thus, the provision for deduc ting money from re tired CTA employ ees’ pension chec ks is not inconsist ent with an intention to vest benef its provided under se ction 20.12. ¶ 112 Def

endants a lso point t o sections 8 and 11 of the re tirement plan a g ree ment, which expressly provide for

vesting of lifetime pension be nefits, and se ction 21, which conc erns distribution of funds in the event of a bandonment of the Retirement Plan. Section 8.1 provides that a re tiring e mploy ee “ shall rec eive a n annual r etireme nt allowance paid in equal monthly installments for life” a ccor ding to the f ormula set for

th in the retireme nt plan ag ree ment, while section 11 expressly

conce rns pay

ment of a “ defe rre d vested old-a g e re tirement allowa nce.” Def endants c laim that the fac t that the retire ment plan agree ment specific ally uses the ter

ms “veste d” and “ for life ” whe n ref err ing to pe nsion benefits mea ns that the absenc e of suc h languag e whe n ref

erring to r etiree health ca

re be nefits demonstrate s an intention not to vest, as does the fa ct that sec tion 21 discusses only pay ment of pension bene fits and not health ca re benef its upon abandonment of the Re tirement Plan. We do not find this arg ument persua sive. ¶ 113 As noted, althoug h the hea lth care benef its are not provide d “for

life,” se ction 20.12 expressly indicates that the be nefits “ter minate[] when the r etiree attains ag e 65,” indicating that the bene fit is contemplated to extend past the expiration of the CBA. The fac t that pension benef its ex tend for a

longe r per iod of time than hea lth care benef its does not mean that the rig ht to health ca

re be nefits is not a vested one . The same rea soning a pplies to pay

ments made upon abandonme nt of the Retireme nt Plan. Additionally , the sce nario at issue in section 11 is the

44No. 1-12-3348

situation in which an employ ee “ become s separ ated f rom the ser

vice of the Authority

(other tha

n by death) afte r he ha s completed ten ( 10) or more y ear s of continuous servic e and prior to his elig ibilit y for a retire ment allowanc e”; it is entirely rea sonable for

the re tirement plan a g ree ment to make cle ar that such an e mploy ee is e ntitled to a defe rre d vested re tirement allowa nce. Such languag e is not inconsistent with an intention that other benef its in t he re tirement plan a g ree ment

are also vested r ights. ¶ 114 c. Prese nce of Reservation of Rights Clause ¶ 115 Finally , we a

re not pe rsuade d by

defe ndants’ ar g ument that the CBAs c ontain a

rese rvation of r ights c lause, pre ventingthe bene fits from vestingas a matter of law . Def endants’ argument relies on se vera l provisions of the retire ment plan agree ment and 2004 and 2007 CB As. First, sec tion 19.2 of the 2004 CBA pr ovides for modify ing the CBA, statingthat “[e]it her of the parties he reto shall have the rig ht to open this Agr eeme nt for modifications and or additions to be eff ective January

1, 2007, or any

anniver sary

date ther eaf

ter by written notice to the othe r par ty six ty (60) da y s prior to such annive rsar y date.” Section 20.2 of the 2007 CB A has identica l languag e, except that the e ffe ctive date of modifications wa s “January 1, 2012, or any anniver sary

date ther eaf

ter.” Both the 2004 a

nd 2007 CBAs a lso provide that the re tirement plan ag ree ment is incorporated in full into the CBA “in a ll respec ts and for a ll purposes, including future pr oposals for r evision in the Plan and in the neg otiation or arbitration of proposed revisions.” F inally , the re tirement plan a g ree ment provides that it “is part of the Wag e and Working Conditions Agr eeme nt betwee n the par ties here to. This Agr eeme nt can be chang ed only in acc ordanc e with the provisions of the a fore said Wag e and WorkingConditi ons
45No. 1-12-3348

Ag ree ment.” De fenda

nts argue that the languag e in these pr ovisions reserve the rig ht of the CTA and the tra

nsit unions t o modify

retire ment benef

its. ¶ 116 Def

endants re ly

on fede ral c ase la

w, as did the trial c ourt. Whil e, as note d, state and not fede ral lawapplies to the instant case , the fe dera l case s are nonetheless he lpful in interpreta tion of re servation of rig hts clauses. B oth the trial court a nd defe ndants cite the Seve nth Circuit case of International Union of United Automobile, Aerospace&Agricultural Implements W orkers of America v . Rock

ford Powertrain, Inc. , 350 F.3d 698 ( 7th Cir. 2003), in support of a findingthat a

rese rvation of r ights c lause pre vented be nefits from ve sting in the instant ca se. In Rock ford Powertrain , the cour

t determined that the plaintiff re tired employ ees did not have a veste d rig ht to retireme nt health bene fits based on two c lauses in the collec tive barg ainingag ree ments betwee n the employ ees’ union and their e mploy er. Rock ford Powertrain , 350 F.3d at 703. The plaintiffs pointed to a “life time benef its clause,” which provided that “ ‘he alth cover ag e is continued until . . . death . . . [i] f you die af ter re tirement, hea lth covera g e may be continued f

or y our spouse,’ ” arguing that this section unambiguously vested them with lifetime hea lth care benef its. Rock ford Powertrain , 350 F.3d at 703. The cour t noted that “[t] he plaintiffs’ interpre tation, however , ignor es two equa lly important clauses c ontained in the plan de scription.” Rock ford Powertrain , 350 F.3d at 703. First, the lifetime be nefits clause was followe d by a “pla n termination clause ” that provide d that, “ ‘in the e vent this gr oup plan is terminated, [health insurance ] coverag e for

you and your depe ndents will end immediately .’ ” Rock ford Powertrain , 350 F.3d at 703. Additionally , a “r eser vation of rig hts clause” provided the de fenda nt employ er’ s “re servation of its right to modify benef its, found in the ‘Future of the Plans’ sec tion

46No. 1-12-3348

of the plan de scription: ‘[a] lthough the c ompany expects and intends to continue the plan indefinitely , it reser

ves the right to modify , amend, suspend or terminate the m at any

time.’ ” Rock ford Powertrain , 350 F.3d at 703. ¶ 117 The c ourt soug ht to resolve the tension be tween the lifetime bene fits clause a nd the plan termination and re serva

tion of rig hts clauses, a

nd deter mined that, rea ding the plan documents in their entire ty , “the c lauses explain that although the plan in its curre nt iteration entitles retire es to health cove rag e for

the duration of their lives and the lives of their elig ible surviving spouse s, the terms of the pla

n -- includingthe plan’s c ontinued exis tence -- a re subjec t to chang e at the w ill of [R ockfor d Powertra in] .” Rock ford Powertrain , 350 F.3d at 703. Thus, the court c oncluded that “[t] he hea lth insurance se ction of the plan de scription unambig uously does not provide the plaintiffs with vested lifetime he alth insurance benef its” and fur

ther noted that “[t] here is no ambig uity in a plan desc ription that states that retire es ar e cur rently entitled to life insuranc e benef its, but also that these benef its are subjec t to chang e.” Rock ford Powertrain , 350 F.3d a t 704. ¶ 118 We find no analog ous rese rvation of r ights c lauses in the ca se at ba r. In Rock ford Powertrain , the two clause s provided that “ ‘ cover ag e for y ou and your depe ndents will end immediately ’ ” upon te rmination of the plan a nd that the company

specific ally

“ ‘r eser ves the rig ht to modify , amend, suspend or terminate the m at any

time.’ ” Rock

ford Powertrain , 350 F.3d at 703. B y

contra st, none of the pr ovisions defenda nts point t o include any

indication that they have the rig ht to suspend or terminate the retire ment health ca re be nefits, only

that the provisions of the re tirement plan a g ree ment “ca n be cha ng ed only in acc ordanc e with the provisions of the

47No. 1-12-3348

afor esaid Wag e and WorkingConditi ons Ag ree ment.” ¶ 119 We must also note that defenda nts’ brief misre prese nts the holding of Rock ford Powertrain in stating that the c ase “ held that the followingprovision in a collective ba rg aining ag ree ment, which wa s incorporated into the retire ment plan, unambiguously provided for

rese rvation of r ights: ‘this Ag ree ment may be ame nded or modified in wr iting by mutual ag ree ment’ ” ( emphasis omitted) (quoting Rock ford Powertrain , 350 F.3d at 704). The

rese rvation of r ights c lause re lied upon by the Rock ford Powertrain court is as quoted a bove in our discussion of the c ase. The languag e quoted by defe ndants is refe rre d to as the “ba rg aining provision” by

the Seventh Circuit and is discussed in the c ontext of the plaintiffs’ arg ument that their bene fits could not be unilatera lly modified duringthe term of the collective ba rg aining ag ree ment. Rock

ford Powertrain , 350 F.3d at 704-05. The Seve nth Circuit did not di scuss this provision in its analy sis of rese rvations of rights. Thus, the simil arity of that languag e to languag e pre sent in the CBAs in the instant ca se does not support def endants’ a

rgument

conce rninga re servation of rig hts clause. ¶ 120 Simi larly , Pabst Brewing Co. v. Corrao , 161 F.3d 434 ( 7th Cir. 1998), does not support defe ndants’ position since it did not consider the pre sence of a r eser vation of rig hts clause. Instead, it focuse d on the exist ence of the phra se “ ‘ for the te rm of this Ag ree ment’ ” in finding that retire ment health ca

re be nefits wer e not vested r ights. Pabst , 161 F.3d at 441; see also Pabst , 161 F.3d at 443 (Ripple, J ., dissenting) (noting that “[t] he majority place s a g reat deal of emphasis on the cla

use ‘[f]or the term of this Ag ree ment’ ”) ; Rossetto v. Pabst Brewing Co. , 217 F.3d 539, 544 ( 7th Cir. 2000) (noting that “ ‘duringthe term of this agree ment’ ” w as “the

48No. 1-12-3348

formula that we held in [ Corrao ] elim inated any patent ambiguity ”). Rossetto likewise did not consider the prese nce of

a re servation of rig hts clause a nd, in fac t, found that the contra ct was ambig uous, in part bec ause of the lack of

the phra se pre sent in Corrao

. Rossetto , 217 F.3d at 545-46. ¶ 121 Finally , United Mine W orkers v . Brushy Creek

Coal Co. , 505 F.3d 764 ( 7th Cir. 2007), is not persuasive beca

use the languag e ther e, like in Rock ford Powertrain , expressly contemplates termination of the be nefits. Ther e, while the pla intiffs were entitled to health bene fits “ ‘for life,’ ” the hea lth plan “expressly entitle[d] Br

ushy to terminate it or alter

its terms, ‘subject to the Collective Ba

rg ainingAgree ment.’ ” United Mine W orkers , 505 F.3d at 766. Additionally , a clause in the collective ba rg ainingag ree ment provided that “ ‘the be nefits and be nefit leve ls provided by

an Employ er unde r its Employ er pla n are established for

the term of this Agree ment only ,’ ” which the Seventh Circuit noted “ reinfor ces the rig ht of termination or a lteration that the health plan c onfer s on Br ushy ; it makes the bene fits terminate whe n the agree ment expires.” 1 3 United Mine W

orkers , 505 F.3d at 766-67. As noted, nothingin the ag ree ments in the case at bar states that the CTA or tra nsit unions m ay

terminate the retire e hea lth care benef its, nor was there any languag e expressly

limit ing the benef

its to t he ter

m of the CBA

. ¶ 122 In short, in the case at bar , defe ndants have provided no c ases de monstrating tha t languag e similar to that prese nt in the CBAs has be en conside red to be a re serva tion of rig hts

The c lause ha d a sec ond part, providingthat the bene fits “ ‘may be jointly

amende d or 1 3 modified in any

manner at any time after

the expiration or termination of this ag ree ment,’ ” but the Seventh Circuit “disre g arde d” this portion of the cla use to eliminate the inconsistenc y betwee n the “ ‘ jointly

amende d’ ” c lause a

nd the termination provision in the hea lth plan. United Mine W orkers , 505 F.3d at 766-67. 49No. 1-12-3348

clause that preve nts vesting of contra ctual rig hts. The most analog ous case s never theless include much strong er la

ng uag e, includinga rig ht of termination. Moreove r, eve n in Rock ford Powertrain , wher e the c ontrac t included a pr ovision that “ ‘this Ag ree ment may be ame nded or modified ... in writing by

mutual ag ree ment’ ” (

Rock ford Powertrain , 350 F.3d at 704), the cour t did not consider that languag e in its reser vation of rights analy sis, indicating that the c ourt did not consider that pr ovision as defe atingvesting . Acc ording ly , we c annot agree with defe ndants that the CBAs c ontain a re servation of rig hts clause, de feating the pr esumption that the rig ht to retire e hea lth care benef

its was a veste d one, and instea d find that plaintiffs have a veste d rig ht to retire e hea lth care benef

its. ¶ 123 B. Constitutional Arg ument ¶ 124 Plaintiffs also argue that their r etiree health ca re be nefits wer e veste d under the languag e of ar ticle XI I I , section 5, of the I llinois Constit ution. Si nce w e have deter mined that their rig hts

wer e veste d pursuant to the languag e of the CBAs a nd the re tirement plan a g ree ment incorpora ted there in, we have no need to c onsider whe ther the I llinois Constit ution also provides them with a vested r ight. See Marconi , 2013 I LApp (3d) 110865, ¶ 16 (“w e must avoid the adjudication of c onstitut ional questions when a c ase c an be de cided on other g rounds”)

. ¶ 125 V. Other Ba ses For

Affir ming ¶ 126 Since we ha

ve dete rmined that the trial c ourt err ed in g rantingdefe ndants’ motion to dismiss on the basis that plaintiffs had no ve sted rig ht to retiree health ca re be nefits, we must now consider

the alleg ations of plaintiffs’ c omplaint to determine if ther e is any other ba sis for aff irming the trial court’ s decision. Golf , 376 I ll. App. 3d at 275 (we may aff irm the dismissal of

50No. 1-12-3348

a complaint on any

g round that is appar ent from the r ecor d). In their motion to dism iss, defe ndants also ra ised the followingarguments as base s for dismissal: (1) ar ticle XI I I , section 5, of the I llinois Constit ution does not apply to health ca

re be nefits but only

to pension benef

its; and (2) plaintiffs f

ailed to state a

cause of ac tion for bre ach of contra ct, promissory

estoppel, bre ach of fiducia ry duty , or dec laratory

judgme nt. We consider ea ch ar gument in turn. ¶ 127 A. Constitut ional Claim ¶ 128 The issue of whether the I llinois Constit ution protects re tired CTA employees’ retire e health ca re be nefits or is limited to pension benefits was not dec ided by the trial cour

t, as its decision wa s based on its conc lusion that plainti ffs ha d no vested right to retiree health ca re benef its. A simi lar c onstitut ional issue is curre ntly pendingbefor e our supr eme c ourt, and its decision in that ca se will be instructive in providingan answ er. See Kane rva v. Wee ms, No. 115811 (adviseme nt docket, January Term 2014) . Given that we are reve rsingthe dismissal of

sever al counts of plaintiffs’ complaint and, ther efor e, the c ase w ill be before the trial cour t ag ain reg ardle ss of our conc lusion on the constituti onal issue, we r ever se the dismissal of the constitutional claim so that the trial court ca n consider it in light of

the supreme court’s forthcomingdecision. ¶ 129 B. B rea ch of Contra ct ¶ 130 Next we consider whether plaintiffs have stated a c laim for bre ach of contra ct. To pre vail on a bre ach of

contra ct claim, a pla intiff must plead and prove : (1) that a c ontrac t exi sted, (2) that the plaintiff per formed his oblig ations under the c ontrac t, (3) that the de fenda nt brea ched the contra ct, and ( 4) that the plaintiff sustaine d damag es as a result of the de fenda

nt’s brea ch.

51No. 1-12-3348

Anderson v. Kohler , 397 I ll. App. 3d 773, 785 (2009). In the ca se at ba r, plaintiffs alleg e that

eac h CBA is a bindingand enf orce able c ontrac t; that by completingtheir ser

vice r equire ments and fulfillingtheir employ ment obligations, the retired CTA e mploy ees pe rfor med their obligations under ea ch CBA ; that all conditions prece dent to defe ndants’ contr actua l obligations have be en satisfied; a

nd that defe ndants brea ched e ach CB A, ca using da mag e to plaintiffs by

(1) requiringretire d CTA employ ees to pa y for r etiree health ca

re be nefits, (2) r educingthe bene fits, (3) c hang ing the benef

its in a manner una

uthorized by

the CBA, a

nd (4) e ffe ctingthese c hang es without consideration in exchang e. ¶ 131 Since we ha

ve conc luded that plaintiffs have a veste d rig ht to at least some portion of their re tiree he alth car e bene fits, and since pla intiffs have ple aded e ach e lement of the c ause of action for brea ch of c ontrac t, they

have suf ficiently stated a c laim for bre ach of contra ct. ¶ 132 C. Promis sory Estoppel ¶ 133 We next consider whether plaintiffs have stated a c laim for promissory estoppel. In the

case at bar , plaintiffs alleg e that def endants made a number

of promises to plaintiffs, notably , that they would rec eive f

ully -paid he alth car e bene fits, that those benef its would be identical to those enjoy ed by

active CTA e mploy ees, that their bene fits would only be cha ng ed by a method presc ribed in a CB A, and that their benef its would not be chang ed without consideration rece ived in exchang e. The y

further alleg e that they

relied on the se promises to their de triment by

acc eptingemploy

ment at the CTA, wor

king a t the CTA, and re tiring f

rom the CTA, and that their re liance w as expected a nd fore seea

ble. In consideringplaintiffs’ cla ims, we consider the non-CTA def

endants a nd the CTA sepa

rate ly

. 52No. 1-12-3348

¶ 134 Gene rally , in order to e stablish a claim for pr omissory estoppel, a pla intiff must plead and prove that “(1) de fenda

nt made an una

mbiguous promise to plaintiff, ( 2) plaintiff re lied on such promise, (3) pla intiff’s re liance w as expected a nd fore seea

ble by defe ndants, and (4) plaintiff relied on the promise to its detriment.” Newton Tr actor Sales, Inc . v. Kubota Tractor Cor p. , 233 I ll. 2d 46, 51 (2009) (c iting QuakeConstruction, Inc. v. Ame rican Airlines, Inc. , 141 I ll. 2d 281, 309-10 (1990) ). ¶ 135 “ ‘[P] romissory

estoppel is a doctr ine under which the plaintiff ma

y rec over w ithout the prese nce of

a contr act.’ ” Newton , 233 I ll. 2d at 53 (quoting Illinois Vall ey A sphalt, Inc. v. J .F. Edwards Const ruction Co. , 90 I ll. App. 3d 768, 770 (1980)). Thus, a party will ge nera lly

be barr ed fr om seekingredr ess under the doctrine of promissory estoppel “where the per formanc e which is said to satisfy

the re quirement of de trimental relianc e is the same pe rfor mance which supplies the consideration for [a] contract.” Prentice v . UDC Advisory Se rvice s, Inc. , 271 I ll. App. 3d 505, 512 (1995). T his is so because pr omissory estoppel is intended to enf orce promises that are not supported by

considera

tion; “[ i] t is not i ntended ‘ to give a par ty to a neg otiated

commerc ial barg ain a se cond bite at the a pple in the eve nt it fails to prove brea ch of c ontrac t.’ ” (Interna l quotation marks omitted.) Prentice , 271 I ll. App. 3d at 512 (quoting W agner Exc ello Foods, Inc. v . Fearn Inte rnational, Inc. , 235 I ll. App. 3d 224, 237 (1992)). While a pa rty may plead c laims for both brea ch of c ontrac t and promissory estoppel in the alter

native, “onc e it is established, either

by an admission of a pa

rty or by a judicial finding , that there is in fact an enfor cea ble contra ct betwe en the pa rties and ther efor e conside ration exists , then a pa rty may no longe r re cover

under the theory

of promissory

estoppel.” Prentice , 271 I ll. App. 3d at 512.

53No. 1-12-3348

¶ 136 In the ca se at ba

r, plaintiffs’ pr omissory

estoppel cla im ag ainst the Retirement Plan wa s proper ly dismiss ed. The re is no dispute that the CB As wer e in exist ence , and the CB As g overne d the re tiree he alth car e bene fits at issue in the case at bar through the re tirement plan ag ree ment incorporated there in. Since there is no dispute as to the exi stence of a c ontrac t, but only as to the mea

ning of the terms set for

th therein, plaintiffs’ promissory estoppel cla im must fail. See Prentice , 271 I ll. App. 3d at 513 n.2 (“I t is, of course, ir

rele vant whethe r plaintiffs will ultimately

prove a brea ch of the contra ct since it is the exist ence of consider ation and not the exis tence of a br eac h which pre cludes re liance on the theory of promissory

estoppel.”)

. ¶ 137 Wit h reg ard to the CTA, how ever , our ana ly sis is sl ightly differ ent since the CTA is a municipal corpor ation. 70 I L CS 3605/ 3 (West 2010). Althoug h not raised by either pa rty , “the doctrine of

promissory

estoppel is inapplicable to the [g overnme nt] absent ‘e x traordina ry circ umstances.’ ” Hamwi v. Zollar , 299 I ll. App. 3d 1088, 1096 (1998) (quoting Hicke y v. Illinois Central R.R. Co. , 35 I ll. 2d 427, 449 (1966)). “ ‘F or a municipa lity to be estopped, the re must have occ urre d an af firmative a ct on the par

t of the municipality

which induce d substantial relianc e ther eon by

the litigant ***.’ ” LaBolle v. Metropolitan Sanitary District , 253 I ll. App. 3d 269, 275 (1992) ( quoting Diakonian Society v. City of Chicago Zoning Board of Appeals , 63 I ll. App. 3d 823, 828 (1978)). A dditionally , “ ‘suc h act must be the a ct of the municipa lity itself (such a s leg islation by

a city council) r ather

than mere ly

the unauthorized ac t of a ministerial office r or a

minist eria l repre sentation.’ ” LaBolle , 253 I ll. App. 3d at 275 (quoting Diakonian Society , 63 I ll. App. 3d at 828). “ ‘ I f under all of the c ircumstance s, the aff irmative ac ts of the public body

have c reated a situation wher e it would be inequitable a nd unjust to permit it to deny

54No. 1-12-3348

what it has done or

permitted to be done , the doctrine of estoppel may be applied a g ainst it.’ ” Morgan Placeof Chicago v. City of Chi cago , 2012 I LApp (1st) 091240, ¶ 33 ( quoting Stahelin v. Board of Education, School District No. 4 , 87 I ll. App. 2d 28, 39 (1967)). 1 4 ¶ 138 In the ca se at ba

r, as noted, the CTA’s motion to dis miss was g rante d on the basis that the CTA did not have an oblig ation to provide hea lth care benef its under the CBA s and the retire ment plan agree ment, and we have f ound above that the CTA does not have a statutory or contra ctual oblig ation to provide re tiree he alth car e bene fits. Howeve r, plaintiffs have alleg ed that the CTA continued to pay for he alth car e bene fits of retire d CTA employ ees until 2009, and we must take suc h statements as true for pur poses of a motion to di smiss. I f there was no contra ct obligating the CTA to pa y for r etiree health ca

re be nefits, then the issue be comes whether it was obligated throug h its conduct to continue the pa y ments. This is an are a in which promissory

estoppel may

apply . Plaintiffs have a lleg ed that the CTA made unambig uous promises to plaintiffs, that plaintiffs relied on those promises to their detriment, a nd that their relianc e wa s expected and f orese eable by

the CTA. At this early

stag e of the proce eding s, we cannot f ind that it is clea

rly appar ent that no set of f

acts c an be pr oved that would entitle the plaintiff to relief

. Feltmeie r , 207 I ll. 2d at 277-78. Acc ording ly , plaintiffs have sufficie ntly stated a c ause of

action for

promissory

estoppel ag ainst the CTA.

We do not apply

this standard to the Retireme nt Plan, as it is not clea r that it would be 1 4 considere d a g overnme ntal body . See Barry v. Re tirement Board of Fireme n’s Annuity &Bene fit Fund , 357 I ll. App. 3d 749, 779-80 (2005) ( concludingthat the def endant boa

rd wa s not a “g overnme ntal entity ” for purposes of sta

tutory interest, since neither it nor the f und it administered pe rfor

med a g overnme ntal function). 55No. 1-12-3348

¶ 139 D. B rea ch of F iduciary Duty ¶ 140 Next, we consider whether plaintiffs have stated a c laim for bre ach of fiduciar y duty . To state a c ause of

action for

brea ch of a

fiduciar y duty , a plaintiff must alleg e and ultimately prove: (1) a fiduciar y duty on the par

t of the def

endant; (2) a bre ach of

that duty ; (3) dama g es; and (4) a proxi mate ca

use betwe en the br eac h and the damag es. Martin v. Heinold Commodities, Inc

. , 163 I ll. 2d 33, 53 (1994); Alpha School Bus Co. v. W agner , 391 I ll. App. 3d 722, 747 (2009). In the

case at bar , plaintiffs alleg e that the Retire ment Plan Boa rd and the Hea lth Trust Boar d owed plaintiffs fiduciar

y duties to act solely

in their best intere st as participa nts in and benef

iciarie s of the Retirement Plan and the Hea lth Trust, pursuant to section 1-109 of the Pension Code (40 I L CS 5/ 1-109 (West 2008)), a nd that they

brea ched those duties throug h choosingto char g e retire d CTA employ ees the maxi mum retiree contribution and withholding the contribution from their pension che cks. ¶ 141 Under

the Pension Code: “A pe rson is a ‘f

iduciary ’ with respe ct to a pension fund or retire ment sy stem established under this Code to the ex tent that the person: (1) e x erc ises any

discretionar

y authority or discre tionary control re spectingmanag ement of the pension fund or r etireme nt sy stem, or exercises a

ny authority or control r espec ting manag ement or disposition of its assets; [ or]

***

56No. 1-12-3348 (3) ha s any discretionar

y authority or discre tionary responsibility

in the administration of the pension fund or retire ment sy stem.” 40 I L CS 5/ 1-1.02 (West 2008). Fur ther: “A f

iduciary with respec t to a retire ment sy stem or pension fund established under

this Code shall discharg e his or her duties with respe ct to the re tirement sy stem or pension fund solely in the interest of the participa

nts and bene ficiar ies and: (a) For the exclusive purpose of: (1) Providingbenef

its to participants and their benef iciarie s; and (2) De fra ying r easona

ble expenses of a dminist ering the re tirement sy stem or pension fund; (b) With the car e, skill, prudence and dilige nce unde r the circ umstances then pr evailingthat a prude nt man actingin a like capa city and fa miliar with such matters would use in the c onduct of an e nterprise of a like c hara cter with like aims; (c) By diversifying the investments of the re tirement sy stem or pension fund so a s to mini miz e the r isk of larg e losses, unless under the circ umstances it is clea rly prudent not to do so; and

57No. 1-12-3348 (d) In acc ordanc e with the provisions of the Ar ticle of the Pension Code gove rningthe re tirement sy stem or pension fund.” 40 I L CS 5/ 1-109 (West 2008). Thus, we must first deter

mine whether

plaintiffs have alleg ed fa cts indicatingthat the Retirement Plan Boa rd and the Hea lth Trust Boar d wer e fiduc iaries a nd, if so, that they

brea ched the ir duties as fiducia ries to ac t solely

in the interest of the participa nts and bene ficiar ies. ¶ 142 First, we consider whether the Retirement Plan B oard a nd the Hea lth Trust Boar d wer e actingin a fiducia

ry capa city when ( 1) the He alth Trust Boa rd chose to char g e re tired CTA employ ees the maxi mum retiree contribution for their he alth car e bene fits; and (2) the Re tirement Plan Boa rd stopped pay

ing f or re tiree he alth car e and be g an withholding r etiree contributions from re tired CTA employ ees’ pension che cks. As noted, unde r the Pension Code, in order for either de fenda

nt to be considere d a fiduc iary , it musthave be en exerc ising discr etionary authority in the administration or manag ement of the Retirement Plan or He alth Trust, respe ctively . 40 I L CS 5/ 1-1.02 (West 2008). ¶ 143 In consideringwhether a fiduc iary

under the Pension Code has brea ched its fiducia ry duty , our cour

ts have looked f

or instruction to fede ral law interpre ting a

nalog ous provisions of ERI SA. Board of Trust ees of the Village of Barrington Police Pe nsion Fund v. Departme nt of Insurance , 211 I ll. App. 3d 698, 705 (1991). The United States Supreme Court has indica ted that, under ERI SA, “[p] lan sponsors who alter the terms of a

plan do not fall into the categ ory of fiduciar ies. *** ‘[E] mploy ers or other plan sponsors a

re g ener ally

fre e under

ERI SA, for any

rea son at any

time, to adopt, modify , or terminate welfa re pla ns.’ [Ci tation.] When employ ers
58No. 1-12-3348

undertake those a ctions, they do not act as f

iduciarie s, [citation] , but are analog ous to the settlors of a trust [citation] .” Lockhee d Corp. v. Spink, 517 U.S. 882, 890 (1996) (quoting Curtis sW right Cor p. v. Schoone

jongen , 514 U.S. 73, 78 (1995)). “ In g ener al, an e mploy er’ s decision to amend a pension plan conce rns the composition or desig n of the plan itself a nd does not [1 5 ] implicate the employ er’ s fiduciar y duties which consist of such a ctions as the administration of the plan’s a ssets.” Hughes Aircraft Co. v. Jac obson , 525 U.S. 432, 444 (1999). Thus, “[t]he jurisprudenc e of this ar ea is mar ked by the dra wingof a sha

rp distinction between 1) the sponsors of a pla n actingas an a dminist rator ( which is discre tionary and ther efor e fiduc iary

) and 2) the sponsors of a pla

n amending , altering , terminating , or otherw ise rede signingthe plan itself (func tions considered to be not discretionar y and ther efor e not fiducia ry ).” W alling v. Brady , 125 F.3d 114, 119 ( 3d Cir. 1997). “ ‘D iscretion’ f or the purpose of dete rmining the applicability of fiduciar y obligations means solely that the plan administrator is makinga choic e re serve d to it by the plan docume nt in administ eringthe plan, not tinkeringwith the plan document itself.” W alling , 125 F.3d at 119-20. ¶ 144 In the ca se at ba

r, plaintiffs ar g ue that the He alth Trust Boa rd owe d fiduciar

y duties to plaintiffs when e x erc ising the discr etion aff orded to it under se ction 22-101B of the Pension Code, which provide s that the Hea lth Trust Boar d “shall have the discre tion to provide differ ent contribution levels for r etiree s, depende nts and survivors base d on their y ear s of servic e, leve l of

cover ag e or Me dicar e elig ibilit y , provided that the total c ontribution from all retire es,

The Supreme Court has stated that the f iduciary -settlor distinction applies to both 1 5 pension and we lfare plans in the same wa y . Spink , 517 U.S. at 890-91. 59No. 1-12-3348

depende nts, and survivors shall be not more than 45% of the total cost of such be nefits.” 40 I L CS 5/ 22-101B (b)( 5) (West 2008). De fenda nts, on the other hand, a

rgue that in setting contribution levels, the He alth Trust Boa rd wa s not actingas a f

iduciary but was mere ly

actingas a settlor. We agree with plaintiffs. ¶ 145 Plaintiffs rely

on Tourangeau v. Uniroyal, Inc

. , 189 F.R.D. 42 (D .Conn. 1999), a district court c ase f

rom the District of Connec ticut. There , the district court he ld that the act of raising premium rate s for lifetime medic al, drug , and life insura nce be nefits was a

fiduciar y act. Tourangeau , 189 F.R.D at 46. The cour t acknowle dg ed that “[i]t is well settled that an employ er or sponsor org anization does not act as a fiduciar y when it amends, modifies, te rminates or chang es bene fits in an exis ting ERI SA plan. *** Only when f ulfilling ce rtain def

ined func tions, including the exercise of

discretionar

y authority or control ove r plan mana g ement or administration does a pe rson bec ome a f iduciary .” Tourangeau , 189 F.R.D. at 46. Howeve r, the court found: “The rea l issue here is whether the act of incre asingcontribution rate s was an a

mendment, modification or c hang e in bene fits to the ERI SA plan. L og ic and r ece nt case law supports the c onclusion that the ac t was not an amendment, but rathe r wa s a discre tionary act c arr ied out in acc ordanc e with an e x isting plan provision which provided for

rate chang es ‘in ac corda

nce w ith plan experience and medical c ost escalation.’ Be cause the ac t of cha ng ing c ontribution rate s was a va lid ex erc ise of an e x isting provision in the [ERI SA]

60No. 1-12-3348 plan that authorized such c hang es, it did not constitut e a pla n amendment or

modification.” Tourangeau , 189 F.R.D. at 46. ¶ 146 Simi larly , other c ourts have de termined that, whe n makinga dec ision permitted by the plan and not alter ing the terms of the pla n itself, the plan administrator is ac ting a s a fiducia ry and not as a

settlor. See, e.g. , Abbott v. Pipefitters Local Union No. 522 Hospit al, Medical, & Life Benefit Plan , 94 F.3d 236, 240 ( 6th Cir. 1996) (findingthat chang ing a multi-employ er welfa re be nefit plan to re quire diff ere nt contribution levels from diffe rent unions was a fiduciar y function, since “ the dec ision at issue was not one which a ffe cted plan de sign or which alter ed any exis ting plan te rms. Rather, the de cision was an a dminist rative one , square ly within the powers of the trustee s to make, but one whic h did not ‘modify ’ or ‘ amend’ the plan.”) . We find the ca ses cited by defe ndants to be inapposite, since they contained c hang es that we re c lear ly amendments and not the exerc ise of discre tion ex plicitly g rante d to the trustees. Milwaukee A rea Joint Apprenticeship Training Committ ee for the Ele ctrical Industry v. H owell , 67 F.3d 1333, 1338 (7th Cir. 1995) (findingthat the adoption of a scholarship loan pla

n was a n amendment to an appre nticeship trust fund and not administration of it wher e, in adoptingthe plan, “the trustees dictated that pa

rticipants in the trainingprog ram would no long er be able to ac cept e mploy ment with non-contributingemploy ers without incurring a repa y ment obligation” beca

use “[t] his constituted a substantive cha ng e to the ter

ms of the Trust F und’s appr enticeship program” ); Hartline v. Shee t Metal W orkers’ National Pension Fund , 286 F.3d 598 ( D.C. Cir. 2002) ( per curiam ) (f

inding that se tting of nonunifor m contribution rates in a multi-employer pe nsion fund was not a f

iduciary function).

61No. 1-12-3348

¶ 147 In the ca se at ba

r, the He alth Trust Boa

rd wa s expl icitly

g iven the discre tion to provide differ ent contribution levels for retire es, depe ndents, and survivors, a s long a s the total contribution did not ex cee d 45% of the total c ost of the bene fits. 40 I L CS 5/ 22-101B (b)( 5) (West 2008). By

makingthe choice to char g e the maximum 45%, the Health Trust B oard w as not amendingor modifying the plan itself, but was e x erc ising discr etion that was spec ifically g iven to it. Accor dingly , we f ind that the Hea lth Trust Boar d was a ctingas a f iduciary in setting the contribution levels for plaintiffs, as wa s the Retirement Plan B oard when it withheld the funds from the r etired CTA e mploy ees’ pension che cks. ¶ 148 We next consider whether plaintiffs have alleg ed that the He alth Trust Boa rd and the Retirement Plan B oard br eac hed their f iduciary duties. As noted, under

the Pension Code: “A f iduciary with respec t to a retire ment sy stem or pension fund established under

this Code shall discharg e his or her duties with respe ct to the re tirement sy stem or pension fund solely in the interest of the participa

nts and bene ficiar ies and: (a) For the exclusive purpose of: (1) Providingbenef

its to participants and their benef iciarie s; and (2) De fra ying r easona

ble expenses of a dminist ering the re tirement sy stem or pension fund; (b) With the car e, skill, prudence and dilige nce unde r the circ umstances then pr evailingthat a prude nt man actingin a like

62No. 1-12-3348 capa city and fa miliar with such matters would use in the c onduct of an e nterprise of a like c hara cter with like aims; (c) By diversifying the investments of the re tirement sy stem or pension fund so a s to mini miz e the r isk of larg e losses, unless under the circ umstances it is clea rly prudent not to do so; and (d) In acc ordanc e with the provisions of the Ar ticle of the Pension Code gove rningthe re tirement sy stem or pension fund.” 40 I L CS 5/ 1-109 (West 2008). ¶ 149 Plaintiffs claim that the defe ndant B oards we re not a cting“solely in the interest of the participa nts and bene ficiar ies” (40 IL CS 5/ 1-109 (West 2008)) when they incre ased the retire e contribution and withheld the funds f rom the re tired CTA employ ees’ pension che cks. “Aplan administrator’s duty

to act in the best intere st of all the bene ficiar ies ca nnot mean that it must cate r to the optimal needs of eac h individual benefic iary . All of the bene ficiaries’ intere sts will not alway s be alig ned. The fiduciar y must act as thoug h it were a re asonably prudent business person with the inter ests of all the be nefic iaries at hear t.” Ameritec h Bene

fit Plan Committee v

. Communication W

orkers of Ame rica , 220 F.3d 814, 825 ( 7th Cir. 2000). In the ca se at ba r, while plaintiffs claim that the de fenda nt Boa rds wer e not ac ting in plaintiffs’ be st interests, plaintiffs

wer e not the only

benef iciarie s under the r etireme nt plan ag ree ment. Given the pr eca rious state of the fundingof the Retire ment Plan, we ca nnot find that plaintiffs have stated a c laim that the defe ndant B oards we re not a ctingin the best interests of the benef iciarie s and par

ticipants of the

63No. 1-12-3348

Retirement Plan as a

whole, and the ref

ore a ffirm the dismissal of their br eac h of fiducia ry duty claims. We note that, in their re ply brief, pla intiffs argue that “whether [t he def endant B oards’ ] actions we re in the inter est of any participa nt at all is a fac t question that cannot be de cided on a motion to di smiss.” Howeve r, plaintiffs do not alleg e any wher e in their c omplaint that any of the defe ndant B oards’ actions adve rsely impacted a

ny benef iciarie s other than themse lves and it is difficult to see howreduc ing the amount of money the Retirement Plan is forc ed to spend on plaintiffs could adve rsely aff ect the othe r bene ficiaries. Acc ording ly , as noted, we aff irm the dismiss al of plaintiffs’ brea ch of f iduciary duty counts. ¶ 150 E. Dec laratory J udg ment ¶ 151 Finally , we c onsider whe ther plaintiffs state d a ca use of a ction for de clar atory judgme nt. “The essential re quirements of a decla ratory judgme nt action ar e: (1) a plaintiff with a leg al tang ible interest; (2) a

defe ndant havingan opposinginterest; and ( 3) an a ctual contr oversy betwee n the par

ties conce rningsuch intere sts.” Beahringer v . Page , 204 I ll. 2d 363, 372 (2003) (citing Griffin v. County of Cook, 369 I ll. 380, 398 (1938) (Stone, J., s pecia lly concur ring , joined by Fa rthing , J .)). “ A dec laratory judgme nt ‘may

be obtained by

means of a

pleadingseekingthat relief alone, or as incident to or pa

rt of a c omplaint, counterc laim or other plea ding se ekingother relief as we ll.’ ” Beahringer , 204 I ll. 2d at 372 (quoting 735 I L CS 5/ 2-701(b) (West 2000)). A decla ratory judgme nt is strictly

reme dial and does not c reate substantive rig hts or duties, but “mer ely aff ords a ne w, additional, and c umulative proce dural method for the judicial deter mination of the parties’ rig hts.” Beahringer , 204 I ll. 2d at 373 (citing Berk v . County of W ill , 34 I ll. 2d 588, 591 (1966)).

64No. 1-12-3348

¶ 152 In the ca se at ba

r, def endants a rgue that plaintiffs fa il to st ate a claim for de clar atory judgme nt beca

use “Plaintiffs’ r equest for decla ratory relief hinge s on Plainti ffs’ pr ece ding e ight counts and doe s not alleg e any independe nt leg al intere st sufficient to state a claim for decla ratory relief .” We do not find defe ndants’ ar g ument persua sive. Def endants fa il to

rec og nize that a decla

ratory judgme nt action is “a ne w, additional, and c umulative proce dural method for the judicia l determination of the pa rties’ rights.” Beahringer , 204 I ll. 2d at 373 (citing Berk, 34 I ll. 2d at 591). Thus, “ ‘[b]ecause the dec laratory judgme nt proce dure doe s not repla ce but mer ely

adds to exist ing r emedies a form of judg ment to declar e the r ights of the parties, the e x istence of

other re medies does not pre clude judg ment for de clar atory relief , even though suc h other re medies may be equa lly

eff ective.’ ” Beahringer , 204 I ll. 2d at 374 (quoting I ll. Ann. Stat., ch. 110, ¶ 2-701, Historica l & Pra ctice N otes, at 6-7 ( Smit h-Hurd 1983) ). Moreove r, we do not find defe ndants’ re liance on Seip v. Roge rs Raw Materials Fund, L.P. , 408 I ll. App. 3d 434 (2011), to be pe rsuasive. The re, the decla ratory judgme nt claim was dismissed beca use it was duplicative of

other c laims in the complaint that were properly dismissed

. Seip , 408 I ll. App. 3d at 447. Thus, there was no c ontroversy , since the c ourt had a lrea dy deter mined that those claims wer e mer itless. Here , by contra st, we have deter

mined that sever al of plaintiffs’ claims should have survive d defe ndants’ motions to dism iss. Si nce the claims are still viable, we cannot a g ree with defe ndants that the dec laratory judgme nt claim should have be en dismissed. ¶ 153 CONCLUSI ON ¶ 154 For

the re asons set for

th above, we find: (1) the tria l court prope rly found that cur

rent CTA employ ees did not have standing to bring their cla ims and proper ly dismiss ed their c laims;

65No. 1-12-3348

(2) r etired CTA e mploy ees ha ve a ve sted rig ht to at least some portion of their r etiree health benef its; (3) retire d CTA employ ees state d a ca use of a ction for br eac h of contra ct ag ainst the Retirement Plan but did not state a ca use of a ction ag ainst the CTA; (4) re tired CTA employ ees stated a c ause of

action for

promissory

estoppel ag ainst the CTA but did not state a ca use of action ag ainst the Retirement Plan; (5) r etired CTA e mploy ees did not state a cause of ac tion ag ainst the Retirement Plan B oard a nd the Hea lth Trust Boar d for br eac h of fiducia ry duty ; and (6) r etired CTA e mploy ees state d a ca use of a ction ag ainst all defe ndants for de clar atory judgme nt. We also rever se the dismissal of the re tired CTA employ ees’ constitutional claim and order the trial cour

t to consider the c laim in light of the for thcoming de cision of the I llinois Supreme Court. ¶ 155 Affir

med in part a

nd reve rsed in par

t; cause r emande d with instructions.

66