NOT RECOMMENDED FOR FULL-TEXT PUBLICATION

File Name: 18a0418n.06

No. 17-3885

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

IUE-CWA, et al.,

Plaintiff-Appellant,

v.

GENERAL ELECTRIC CO.,

Defendant-Appellee.

ON APPEAL FROM THE UNITED 

STATES DISTRICT COURT FOR THE 

NORTHERN DISTRICT OF OHIO

BEFORE: CLAY, STRANCH, and LARSEN, Circuit Judges.

CLAY, J., delivered the opinion of the court in which STRANCH, J., joined. STRANCH, 

J. (pp. 28–31), delivered a separate concurring opinion. LARSEN, J. (pg. 32), delivered a separate 

opinion concurring in Parts 2 and 3 of the majority opinion and in the judgment.

CLAY, Circuit Judge. Plaintiffs filed suit against Defendant General Electric Company

(“GE”) under Section 301 of the Labor Management Relation Act, 29 U.S.C. § 185; Section 502 

of the Employee Retirement Income Security Act, 29 U.S.C. § 1132(a)(1)(B), (a)(2), and (a)(3); 

and the Declaratory Judgment Act, 28 U.S.C. § 2201(a) to enforce their rights to retirement 

healthcare benefits under a collective-bargaining agreement (“CBA”). The district court granted 

Defendant’s motion to dismiss pursuant to Fed. R. Civ. P. 12(b)(6), holding that the CBA did not 

vest lifetime retirement healthcare benefits. Because the controlling case law compels the 

conclusion that the CBA does not vest healthcare benefits for life, we AFFIRM.
No. 17-3885

2

BACKGROUND

Factual Background

Plaintiffs are a group of unions1 who represent GE employees and twenty-six individual 

retirees who were represented by those unions when they worked for GE. Since 1973, GE and the 

unions have negotiated a new CBA every three to four years. Each negotiation results in the 

execution of a Memorandum of Settlement (“MOS”) between GE and the unions that establishes 

the terms of the new CBA. In connection with each CBA from 1973 to 2011, GE and the unions 

bargained the terms of Retiree Benefit Plans, which were incorporated into each CBA through the 

applicable Pension & Insurance Agreement (“PIA”). The PIAs formed Part Two of each MOS, 

and they constituted “the exclusive and definitive Agreement between the parties with respect to 

Pensions and Insurance.” (R. 46-3, PIA, PageID # 648.) Each PIA attached black-lined versions 

of the Retiree Benefit Plans reflecting the changes described in the MOS.

For many years, GE provided eligible retirees over 65 years of age with supplemental 

healthcare coverage over and above that provided by Medicare. This case concerns four of GE’s 

Retiree Benefit Plans in effect prior to 2016: the GE Pensioners Prescription Drug Plan (“Drug 

Plan”), the GE Medical Care Plan for Pensioners (“Medical Plan”), the GE Medicare Insurance 

Plan for Part B Benefits (“Medicare B Plan”), and the GE Pensioners Hospital Indemnity Plan 

(“Hospital Plan”). The Drug Plan and Medical Plan were set forth as Parts VIII and VII of the GE 

Life, Disability, and Medical Plan (“LDM Plan”). The other two Plans, the Hospital Plan and the 

Medicare B Plan, were identified as separate plans in the PIAs. The Retiree Benefit Plans covered 

 

1 Nine unions formed the Coordinated Bargaining Committee of GE Unions (“CBC”) to negotiate with GE: 

IUE-CWA; IUE-CWA GE and Aerospace Conference Board; United Electrical, Radio & Machine Workers of 

America; International Brotherhood of Electrical Workers; International Association of Machinists and Aerospace 

Workers; International Union, United Automobile Aerospace and Agricultural Implement Workers of America; 

International Federation of Professional and Technical Engineers; International Brotherhood of Teamsters; and United 

Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union.
No. 17-3885

3

prescription drugs as well as certain costs not covered by Medicare for eligible medical care and 

hospital visits. GE offered the Retiree Benefit Plans to all eligible retirees, including those who 

had retired before the effective date of the PIA. In each PIA, GE agreed to make the Retiree 

Benefit Plans available, and the unions “on their own behalf and on behalf of the employees” 

accepted them and “the terms and conditions thereof.” (R. 46-3, PIA, PageID # 636.) 

The Hospital and Medicare B Plans and the LDM Plan each contained a nearly identical 

reservation-of-rights clause, providing:

This Plan may be amended, suspended, or terminated by the [GE] Board of 

Directors, in whole or in part, at any time without limitation, except as may be 

otherwise provided in collective bargaining agreements and except further that no 

such amendment, suspension, or termination shall adversely affect to a material 

degree any short term disability benefit payable with respect to any sickness, injury, 

or Covered Medical Expenses incurred prior to the effective date of such 

amendment, suspension, or termination, or affect the amount of GE Life Insurance 

Benefits and/or Trust Death Benefits for those employees who have retired, as 

described in Part I, Section D.

(R. 46-4, LDM Plan, PageID # 840 (emphasis in original); see R. 46-6, Hospital Plan, PageID # 

872 (similar); R. 46-5, Medicare B Plan, PageID # 861–62 (similar).)

Each PIA contained two other provisions of significance to this case—one governing 

Defendant’s right to change the Benefit Plans and the other governing the duration of the parties’

obligations. First, each PIA contained a specific durational clause, which provided that none of 

the Benefit Plans, “to the extent applicable to employees, shall be amended or terminated by [GE] 

so long as [the PIA] remain[ed] in effect.” (R. 46-3, PIA, PageID # 638.) By its terms, this 

provision limits the promises to “employees”—which Plaintiffs acknowledge does not include preexisting retirees—and restricts the time-limit of the promises to while “this Agreement remains in 

effect.” (Id.) Second each PIA also contained a general durational clause, which provided that the 

PIA would “continue in full force and effect” for an initial fixed term of three or four years, “and 
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4

from year to year thereafter,” but also authorized either side to notify the other during a specified 

period of “its intention to terminate th[e] Agreement” upon a certain date. (Id. at PageID # 648.) 

The initial fixed term for the 2011 PIA ended on June 21, 2015.

On September 5, 2014, during the term of the 2011 CBA, the GE Board of Directors 

adopted a resolution effective January 1, 2015 stating that “all retiree healthcare benefits provided 

under the [LDM Plan and other Plans] are hereby transferred to separate ERISA benefit plans for 

retirees which are hereby established.” (R. 1-10, Extracts from Minutes of Meeting of the GE 

Board, PageID # 215.) Plaintiff unions were not informed of the new plan structure until after the 

conclusion of the 2015 negotiations with GE and never consented to the change in the Benefit 

Plans.

In June 2015, the 2011 CBA expired, and GE and the unions entered into negotiations for 

a new CBA. According to Plaintiffs, as part of the negotiations, the unions agreed to changes in 

retiree medical benefits for those retirees who retired after the new agreement took effect on June

22, 2015. The new CBA took effect on June 22, 2015. And on January 1, 2016, GE replaced the 

existing Retiree Benefit Plans with an annual $1,000 Retiree Reimbursement Account. As part of 

this program, GE also provides access to counselors to assist eligible retirees in selecting and 

purchasing health insurance through a private exchange. This new program applies to all retirees, 

even those who retired under earlier CBAs. Plaintiffs allege that, under the new plan, retirees who 

are over the age of 65 will pay up to $4,850 annually in co-pays for critical prescription medicine. 

Procedural History

On November 9, 2015, Plaintiffs filed suit under Section 301 of the Labor Management 

Relations Act (“LMRA”), 29 U.S.C. § 185; Section 502 of the Employee Retirement Income 

Security Act (“ERISA”), 29 U.S.C. § 1132(a)(1)(B), (a)(2), and (a)(3); and the Declaratory 
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5

Judgment Act, 28 U.S.C. § 2201(a), alleging breaches of the CBA and violations of ERISA, and 

seeking damages, declaratory judgment, and an injunction preventing GE from altering the 

medical benefits provided under the CBA. They argued that GE breached the agreements by 

altering the terms of retiree benefits that had already vested.

As evidence that the parties intended for unalterable medical benefits to vest for the life of 

union retirees, Plaintiffs pointed to language in the CBAs stating that the Drug Plan and Medical 

Plan “shall be made available” and also stating that GE “agrees . . . it will make available [the 

Hospital Plan and the Medicare B Plan] to pensioners when they attain age 65 and after they have 

retired.” (R. 46-3, PIA, PageID # 635–36.) Plaintiffs also identified several features of each MOS 

that allegedly demonstrated that the unions and GE both understood that the Retiree Benefit Plans 

provided lifetime benefits that would continue throughout a GE worker’s retirement in the same 

way that his or her pension did:

1. Each MOS referred to “Lifetime Maximum Benefits” available to pensioners under the 

Retiree Benefit Plans;

2. Before 2007, the MOS and PIAs capped the amount of GE’s post-contract financial 

responsibility for its Retiree Benefit Plans after the CBAs expired;

3. The Retiree Benefit Plans incorporated the GE pension plan provisions, reflecting the 

“mutual understanding that GE retirees were entitled to both their GE pension and their 

GE retiree health benefits throughout their lifetimes”;

4. “The terms of the 2011 MOS between [the unions] and GE show that the terms of the 

Prescription Drug Plans for existing retirees were left intact for pre-2004 retirees and 

changed only for post-2004 retirees with the permission of the [unions]”;

5. “Title I Section 7 of the 2011 Pension & Insurance Agreement provides that GE agrees 

that during the term of this agreement . . . ‘neither [the LDM Plan] nor . . . the GE 

Pensioner’s Hospital Indemnity Plan, the GE Medicare Insurance Plan for Part B 

Benefits, all to the extent applicable to employees, shall be amended or terminated by 

the Company so long as this agreement remains in effect’” ;

6. Other provisions constituted express written promises, which GE and union 

representatives allegedly understood as creating a promise of lifetime retiree healthcare 
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6

benefits, including: the opportunity to reenroll for coverage under the Prescription Drug 

Plan “at any time regardless of your health status”; and a surviving-spouse provision, 

which stated that in the event of the retiree’s death, the surviving spouse or eligible 

domestic partner would “have medical care benefits available equal to the remaining 

balance, if any, of the amount of such benefits available to [the retiree] and [his or her] 

spouse prior to [the retiree’s] death.”

(R. 1, Compl., PageID # 8–13.) 

Defendant moved to dismiss the complaint pursuant to Fed. R. Civ. P. 12(b)(6). And on 

July 28, 2017, the district court granted the motion. The court held that the Retiree Benefit Plans 

were “subject to express reservation of rights provisions authorizing GE to amend or terminate the 

Plan ‘at any time without limitation’ except as provided in the CBAs,” (R. 62, Order, PageID # 

1616), and that “the explicit terms of the CBAs restricted GE’s right to amend or terminate the 

[Retiree] Benefit Plan only ‘so long as [the CBA] remain[ed] in effect.’” (Id. (quoting R. 46-3, 

PIA, PageID # 638).) Thus, “[o]nce the CBAs promising the contested benefits ended, so too did 

any restriction on GE’s right to amend or terminate the Plans.” (Id.) And “[t]ogether, these 

reservation of rights clauses evidence a clear intent not to vest benefits and merely to restrict GE’s 

right to amend only during the duration of the CBAs.” (Id. at PageID # 1618.)

The district court also found that “[t]he CBAs promised that the Benefit Plans would be 

‘made available’ to employees who retired during the CBA’s term, but contain no durational 

provision extending that promise beyond the termination of the CBAs.” (Id. (citing R. 46-3, PIA, 

PageID # 632; Gallo v. Moen Inc., 813 F.3d 265, 269 (6th Cir. 2016)).) Thus, following Gallo, 

813 F.3d at 271–72, and Cole v. Meritor, Inc., 855 F.3d 695 (6th Cir. 2017), the court held that in 

the absence of specific language extending the promises, the CBAs’ general durational clause 

controlled to bar Plaintiffs’ argument that the benefits vested for life. 

The court summarily rejected Plaintiffs’ remaining arguments for vesting, holding that: 

Plaintiffs’ tying argument failed under Gallo, 813 F.3d at 272; the “Cap Clause” language “did not 
No. 17-3885

7

address GE’s ‘post-contract’ responsibilities,” but only the “limits to [GE]’s financial obligations 

during the contract” (R. 62, Order, PageID # 1624); and none of Plaintiffs’ references to 

“miscellaneous provisions” that allegedly evinced vesting (including the “surviving spouse,” 

“lifetime maximum,” and “enroll at any time” provisions) were “sufficient to overcome the clear 

reservation of rights and durational provisions of the CBAs and Benefit Plans to create vesting.” 

(Id. at PageID # 1625–26.) Further, other features of the agreements supported an inference that 

the benefits were not vested: namely, the parties explicitly provided for certain retiree life 

insurance benefits to vest, but not the medical benefits; and the extrinsic evidence included in 

Plaintiffs’ complaint revealed that retiree health benefits had changed over time, which was 

inconsistent with an intention to vest because “a union[] could not legally consent to a reduction 

in preexisting retirees’ benefits if those benefits were actually vested.” (Id. at PageID # 1622.)

Plaintiffs filed a timely Notice of Appeal.

DISCUSSION

Standard of Review

“We review the district court’s grant of a Rule 12(b)(6) motion to dismiss without 

deference, interpreting the complaint in the way most favorable to the retirees.” Watkins v. 

Honeywell Int’l, Inc., 875 F.3d 321, 323 (6th Cir. 2017) (citing Saab Auto. AB v. Gen. Motors Co., 

770 F.3d 436, 440 (6th Cir. 2014)). In deciding a motion to dismiss pursuant to Fed. R. Civ. P. 

12(b)(6), the Court must take all well-pleaded allegations in the complaint as true and construe 

those allegations in the light most favorable to the plaintiff. Erickson v. Pardus, 551 U.S. 89, 94 

(2007). We “interpret contracts according to their plain meaning, in an ordinary and popular

sense.” Rogers v. Internal Revenue Serv., 822 F.3d 854, 860 (6th Cir. 2016) (quoting Gillham v. 

Ten. Valley Auth., 488 F. App’x 80, 84 (6th Cir. 2012)). “That means we do not look at extrinsic 
No. 17-3885

8

evidence unless the contract is ambiguous.” Watkins, 875 F.3d at 323; see Tackett v. M & G 

Polymers USA, LLC, 811 F.3d 204, 208–09 (6th Cir. 2016) (Tackett III). 

Analysis

Plaintiffs filed suit under LMRA § 301 and ERISA § 502. “Section 301 of the LMRA 

provides a federal right of action for ‘violation[s] of contracts between an employer and a labor 

organization representing employees.’” Moore v. Menasha Corp., 690 F.3d 444, 450 (6th Cir. 

2012) (alteration in original) (quoting 29 U.S.C. § 185(a)). It also creates “a derivative ERISA 

claim, because the disputed healthcare benefits were agreed upon pursuant to a union-negotiated 

contract.” Id. (citing Schreiber v. Philips Display Components Co., 580 F.3d 355, 363 (6th Cir. 

2009)). Plaintiffs argue that the CBA provided employees who retired under or prior to the 2011 

CBA with vested lifetime healthcare benefits, meaning those who retired before the 2011 CBA 

expired were entitled to healthcare even after the 2011 CBA expired. The sole inquiry on appeal 

in this case is whether the Retiree Health Plans vested healthcare benefits for life. 

1. Legal Background

“CBA[s] typically create both pension and welfare-benefit plans.” Cole, 855 F.3d at 698

(citing M & G Polymers USA, LLC v. Tackett, 135 S. Ct. 926, 933 (2015) (Tackett II)). “Although 

ERISA imposes ‘elaborate minimum funding and vesting standards for pension plans,’” id.

(quoting Tackett II, 135 S. Ct. at 933), “[e]mployers have large leeway to design disability and 

other welfare plans as they see fit,” Tackett II, 135 S. Ct. at 933 (quoting Black & Decker Disability 

Plan v. Nord, 538 U.S 822, 833 (2003)), and they “are generally free . . . , for any reason at any 

time, to adopt, modify, or terminate welfare plans” that provide retiree health benefits. Id. Thus, 

although employers may choose “to vest retirees with lifetime benefits,” id., upon retirement, they 

are not required to do so. “To vest benefits is to render them forever unalterable. Because vesting 
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9

of welfare plan benefits is not required by law, an employer’s commitment to vest such benefits is 

not to be inferred lightly[.]” Sprague v. Gen. Motors Corp., 133 F.3d 388, 400 (6th Cir. 1998) (en 

banc). This creates a question for the Court: how are we to determine when the parties agreed that 

retiree healthcare benefits would continue beyond the expiration of the collective bargaining 

agreement? For years, this Circuit turned to its decision in UAW v. Yard-Man, Inc. for guidance. 

716 F.2d 1476 (6th Cir. 1983). 

In Yard-Man, the Court referencing application of “basic principles of contractual 

interpretation,” found a CBA to provide for vested lifetime insurance benefits for retirees. Id. at 

1479–80. We first concluded that the provision governing retiree insurance benefits—which stated 

only that the employer “will provide” such benefits—was ambiguous as to the duration of those 

benefits. Id. at 1480. To resolve that ambiguity, we looked to other provisions of the agreement. 

Although no provision specifically addressed the duration of retiree healthcare benefits, we

identified multiple provisions lending textual support to an intention to vest. Id. at 1480–82. 

We also found support for vesting in the contract’s broader context. Specifically, we

observed that “[b]enefits for retirees are . . . not mandatory subjects of collective bargaining” and 

so “employees are presumably aware that the union owes no obligation to bargain for continued 

benefits for retirees.” Id. at 1482. Because of this, we concluded that it was “unlikely that such 

benefits . . . would be left to the contingencies of future negotiations.” Id. We also reasoned that 

“retiree benefits are in a sense ‘status’ benefits which, as such, carry with them an inference that 

they continue so long as the prerequisite status is maintained.” Id. We explained that this was 

“not to say that retiree insurance benefits are necessarily interminable by their nature,” but 

“[r]ather, as part of the context from which the collective bargaining agreement arose, the nature 

of such benefits simply provides another inference of intent.” Id. We clearly stated that 
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“[s]tanding alone, this factor would be insufficient to find an intent to create interminable 

benefits,” but, “[i]n the present case, . . . this contextual factor buttresses the already sufficient 

evidence of such intent in the language of this agreement itself.” Id. Most significantly, we held 

that all of these “persuasive considerations” outweighed “contrary implications derived from a 

routine duration clause terminating the agreement generally.” Id. at 1482–83. For more than thirty 

years, this was the rule in the Sixth Circuit.

Then came the Supreme Court’s Tackett II decision, in which the Court instructed us to 

interpret collective bargaining agreements “according to ordinary principles of contract law,” and 

retired the “Yard-Man inferences,”2 holding that they “violate[d] ordinary contract principles by 

placing a thumb on the scale in favor of vested retiree benefits in all collective-bargaining 

agreements.” 135 S. Ct. at 933–35. In the Supreme Court’s view, our “inferences” in favor of 

vesting healthcare benefits for life were “too speculative and too far removed from the context of 

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

directed to no longer assume that “retiree health care benefits are not subjects of mandatory 

collective bargaining” because parties frequently “voluntarily agree to make retiree benefits a 

subject of mandatory collective bargaining.” Id. at 936. We were not to interpret retiree benefits 

according to the “premise that [they] are a form of deferred compensation,” and the Court 

specifically criticized our “refus[al] to apply general durational clauses to provisions governing 

retiree benefits” and our “fail[ure] even to consider the traditional principle that courts should not 

construe ambiguous writings to create lifetime promises.” Id. (citation omitted). The Court

admonished us to apply the ordinary principle that “contractual obligations will cease, in the 

ordinary course, upon termination of the bargaining agreement.” Id. at 937 (quoting Litton Fin. 

 

2 Presumably without healthcare.
No. 17-3885

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Printing Div. v. NLRB, 501 U.S. 190, 207 (1991)). The Court explained, “That principle does not 

preclude the conclusion that the parties intended to vest lifetime benefits for retirees,” “[b]ut when 

a contract is silent as to the duration of retiree benefits, a court may not infer that the parties 

intended those benefits to vest for life.” Id. 

On remand, we interpreted the Court’s instructions, and identified the following, nonexhaustive list of the “ordinary principles” at issue in Tackett II: 

• [A]s with any other contract, the parties’ intentions control.

• Where the words of a contract in writing are clear and unambiguous, its 

meaning is to be ascertained in accordance with its plainly expressed intent.

• Although a court may look to known customs or usages in a particular 

industry to determine the meaning of a contract, the parties must prove those 

customs or usages using affirmative evidentiary support in a given case.

• [T]he written agreement is presumed to encompass the whole agreement of 

the parties.

• Courts [should] avoid constructions of contracts that would render promises 

illusory because such promises cannot serve as consideration for a contract 

. . . . [A] promise that is “partly” illusory is by definition not illusory.

• [C]ourts should not construe ambiguous writings to create lifetime 

promises. . . . [C]ontracts that are silent as to their duration will ordinarily 

be treated not as “operative in perpetuity” but as “operative for a reasonable 

time.”

• [T]raditional rules of contractual interpretation require a clear manifestation 

of intent before conferring a benefit or obligation.

• Contractual obligations will cease, in the ordinary course, upon termination 

of the bargaining agreement.

• When a contract is silent as to the duration of retiree benefits, a court may 

not infer that the parties intended those benefits to vest for life.
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Tackett III, 811 F.3d at 208 (alterations in original) (quoting Tackett II, 135 S. Ct. at 933–37). We

also identified additional “ordinary principles of contract law” referenced in Justice Ginsburg’s 

concurrence. Those included:

• Under the cardinal principle of contract interpretation, the intention of the 

parties, to be gathered from the whole instrument, must prevail.

• [W]hen the contract is ambiguous, a court may consider extrinsic evidence 

to determine the intentions of the parties . . . . [F]or example, the parties’

bargaining history.

• No rule requires “clear and express” language in order to show that parties 

intended health-care benefits to vest.

• Constraints upon the employer after the expiration date of a collectivebargaining agreement . . . may be derived from the agreement’s “explicit 

terms,” but they may arise as well from implied terms of the expired 

agreement.

Id. at 208–09 (alterations in original) (quoting Tackett II, 135 S. Ct. at 937–38 (Ginsburg, J., 

concurring)). “Importantly,” Tackett III noted, “the Court rejected Yard-Man’s inferences in favor 

of retirees, but also declined to adopt an ‘explicit language’ requirement in favor of companies.” 

Id. at 209 (citing Tackett II, 135 S. Ct. at 937 (lead op.), 938 (Ginsburg, J., concurring); Litton Fin. 

Printing Div., 501 U.S. at 203). Tackett III interpreted the Supreme Court’s decision as 

“prevent[ing] us from presuming that ‘absent specific durational language referring to retiree 

benefits themselves, a general durational clause says nothing about the vesting of retiree benefits,’” 

id. at 209 (emphasis in original), but it also held that we “cannot presume that the absence of such 

specific language, by itself, evidences an intent not to vest benefits or that a general durational 

clause says everything about the intent to vest,” id. (emphasis in original). In light of this Court’s 

subsequent case law, that claim has begun to ring hollow.

Our next occasion to address these issues was in Gallo, 813 F.3d 265. In Gallo, this Court 

read a contract that stated that “[c]ontinued hospitalization, surgical and medical coverage will be 
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provided without cost to past pensioners.” Id. at 269. After canvassing the agreement, we 

concluded that the CBA did not unambiguously provide for vested retiree healthcare benefits 

because the general durational clause foreclosed the retirees’ vesting argument. Id. We 

emphasized that “[w]hen a specific provision of the CBA does not include an end date, we refer 

to the general durational clause to determine that provision’s termination.” Id. In other words, 

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

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

with traditional contract interpretation principles and with prior precedents of the Supreme Court, 

‘contractual obligations will cease, in the ordinary course, upon termination of the bargaining 

agreement.’” Id. at 269–70 (quoting Litton Fin. Printing Div., 501 U.S. at 207). The Court also 

pointed to a number of factors that it concluded evidenced an intention not to vest the benefits: the 

CBAs provided for “[c]ontinued” medical coverage to “past pensioners,” and “[t]here would be 

no need to ‘continue’ such benefits if prior CBAs had created vested rights to such benefits”; other 

provisions contained vesting language, and “we must assume that the explicit guarantee of lifetime 

benefits in some provisions and not others means something”; and the CBA contained a 

reservation-of-rights clause, which the Court held was “incompatible” with an intention to vest for 

life. Id. at 270.

Then came a trifecta of cases, all published on the same day: Cole v. Meritor, 855 F.3d 

695; Int’l Union, United Auto., Aerospace & Agric. Implement Workers of Am. (UAW) v. KelseyHayes Co., 854 F.3d 862 (6th Cir. 2017); and Reese v. CNH Indus. N.V., 854 F.3d 877 (6th Cir. 

2017). In Cole, this Court relied on Gallo to hold that retiree healthcare benefits did not vest for 

life because the general durational clause controlled. 855 F.3d at 701. In Kelsey-Hayes and Reese, 

however, we relied on Tackett III’s pronouncement that a general durational clause does not say 
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“everything about the intent to vest,” Tackett III, 811 F.3d at 209 (emphasis in original), and held 

that certain features of the CBAs at issue in those cases made the duration of the benefits 

ambiguous, which warranted a turn to extrinsic evidence. For example, in Kelsey-Hayes, certain 

healthcare benefits were time-limited and others were not, so when the CBA used language 

suggesting that benefits “continued,” we said it was unclear until when. 854 F.3d at 867. In Reese, 

we said that the CBA’s general durational clause did not control because the CBA did not “clearly 

state[] that the general-durational clause was intended to govern healthcare benefits,” 854 F.3d at 

883, and the parties had “carved out certain benefits . . . and stated that those coverages ceased at 

a time different than other provisions of the CBA,” id. at 882. We also found revealing that the 

contract tied healthcare benefits to pension eligibility, which added to the ambiguity about the 

parties’ intentions. Id. at 882–83. In both cases, we found that the extrinsic evidence indicated 

that the parties intended for the healthcare benefits to vest for life. Reese, 854 F.3d at 879; KelseyHayes, 854 F.3d at 869.

Next was Serafino. In Serafino v. City of Hamtramck, 707 F. App’x 345, 354 (6th Cir. 

2017), this Court again held that a series of CBAs did not create a vested right to lifetime healthcare 

benefits because “[a]ll of the CBAs . . . contain unambiguous general-durational clauses that defeat 

plaintiffs’ argument.” Id. Thus, the company’s promise to provide benefits to a retiree “until that 

retired employee attains the age of sixty-five” did not mean what it said; instead, it meant “until 

[the retiree] reach[es] age 65 . . . or until the expiration of this agreement[,] whichever is sooner.” 

Id. at 354 (emphasis omitted). Watkins followed suit, holding that the language “for the duration 

of this Agreement” limited the company’s promise to provide healthcare “for as long as the 

agreement lasts.” Watkins, 875 F.3d at 325. 
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On February 20, 2018, the Supreme Court reversed our decision in Reese. CNH Indus. 

N.V. v. Reese, 138 S. Ct. 761 (2018) (per curiam) (Reese II). The Court explained that our decision 

had improperly relied on the defunct Yard-Man inferences in a variety of ways: by refusing to give 

effect to the general durational clause, by reading the CBA’s silence on a retiree healthcare end 

date as evidence of an intent to vest benefits, and by tying retiree benefits to pensioner status. Id.

at 764–66. The Court explained that Tackett II prohibits the use of Yard-Man-style inferences not 

only in deciding whether benefits have vested, but also in determining when the CBA is ambiguous 

as to vesting, such that extrinsic evidence can then be considered to determine whether benefits 

have vested. Id. at 766. “Tackett . . . rejected these inferences not because of the consequences

that the Sixth Circuit attached to them . . . but because they are not a valid way to read a contract. 

They cannot be used to create a reasonable interpretation any more than they can be used to create 

a presumptive one.” Id. (emphasis in original). The Court decreed that a general durational clause 

should be “applied to all benefits, unless the agreement specified otherwise.” Id. Further, although 

four Justices of the Court had previously explained that “a provision stating that retirees ‘will 

receive’ health-care benefits if they are ‘receiving a [] pension’” is relevant to the examination of 

whether the parties intended healthcare benefits to vest, Tackett II, 135 S. Ct. at 938 (Ginsburg, J., 

concurring), the Court in Reese II held that looking to such tying of benefits as an indication of 

vesting is inconsistent with ordinary principles of contract law. Reese II, 138 S. Ct. at 766. 

Just six days later, the Court vacated our decision in Kelsey-Hayes and remanded “for 

further consideration in light of” its opinion in Reese II. Kelsey-Hayes Co. v. Int’l Union, United 

Auto., Aerospace and Agric. Implement Workers of Am., 138 S. Ct. 1166, 1167 (2018). We later 

explained that “[t]he Supreme Court’s reversal in Reese and remand in Kelsey-Hayes are powerful 

indications that general durational clauses should dictate when benefits expire, unless an 
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alternative end date is provided.” Cooper v. Honeywell Int’l, Inc., 884 F.3d 612, 618 (6th Cir. 

2018).

In Cooper, we again held that a retiree healthcare benefit provision in the CBA did not 

clearly provide an alternative end date to the CBA’s general durational clause; therefore, we 

concluded that plaintiffs had failed to show a likelihood of success on their vesting argument. Id.

at 614. The Court rejected the plaintiffs’ reliance on language stating that the company would pay 

for healthcare insurance “until age 65,” holding that such language was insufficient to indicate 

vesting beyond the expiration of the CBA. Id. at 618–19. The Court also pointed to language 

saying that other benefits were explicitly vested as an indication that the benefits at issue were not. 

Id. at 620–21. Finally, the plan contained a reservation-of-rights clause giving the company the 

“right to terminate the Plan, or any portion of the plan, at any time and for any reason,” which the 

Court held was “manifestly inconsistent with vesting.” Id. at 621.

Most recently, in Fletcher v. Honeywell Int’l, Inc., we took the case law one step further, 

holding that language providing that “[u]pon the death of a retiree, the Company will continue 

coverage for the spouse and dependent children for their lifetime,” neither indicated nor even 

implied that the agreement provided healthcare to retirees until their deaths; instead, it meant that 

the agreement provided “lifetime healthcare for surviving spouses and dependents but not for the 

retirees themselves.” 832 F.3d 217, 226 (6th Cir. 2018). That may have been consistent with our 

case law—including Gallo’s strict prohibition on relying on “will continue” language. Gallo, 813 

F.3d at 270–71. Indeed, although the retirees surely would appreciate the benefits being available 

for their spouses and children, one would not expect those retirees’ dependents to receive superior 

coverage under an agreement designed to provide benefits for the retirees themselves.
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In sum, the law that has developed in our Circuit since the Supreme Court overturned YardMan seems to be consistent with what one legal commentator has recognized as “a growing line 

of cases that refuses to put much legal weight on oral and written promises, employer custom and 

practice and even arguments about reliance in light of the enormous (and sometimes unexpected

burden) retiree healthcare costs present for employers.” Maria O’Brien Hylton, After Tackett: 

Incomplete Contracts for Post-Employment Healthcare, 36 PACE L. REV. 317, 322–23 (2016).

2. The Text of the GE CBA Fails to Establish Vesting

This case presents yet another episode in our Circuit’s grappling with the fallout of Tackett 

II. Against the backdrop of this complicated case law, this Court must decide whether the 2011 

CBA between the UAW and GE manifests an intention that the healthcare benefits would be 

vested. The district court held that the contract did not vest healthcare benefits for retirees. Our 

case law compels us to the same conclusion.

a. The reservation-of-rights clause.

First, as noted above, the Retiree Benefit Plans each contained a reservation-of-rights 

clause that looked something like the following:

This Plan may be amended, suspended, or terminated by the [GE] Board of 

Directors, in whole or in part, at any time without limitation, except as may be 

otherwise provided in collective bargaining agreements and except further that no 

such amendment, suspension, or termination shall adversely affect to a material 

degree any short term disability benefit payable with respect to any sickness, injury, 

or Covered Medical Expenses incurred prior to the effective date of such 

amendment, suspension, or termination, or affect the amount of GE Life Insurance 

Benefits and/or Trust Death Benefits for those employees who have retired, as 

described in Part I, Section D.

(R. 46-4, LDM Plan, PageID # 840; see R. 46-6, Hospital Plan, PageID # 872 (similar); R. 46-5, 

Medicare B Plan, PageID # 862 (similar); R. 1, Compl., PageID # 16, 18–19.) The reservationof-rights clause expressly reserved GE’s right to “amend[], suspend[], or terminate[]” the Plans 
No. 17-3885

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“in whole or in part, at any time without limitation,” except as may be otherwise provided in [the 

CBAs.” (Id.) This Court has recognized that reservation-of-rights clauses are “manifestly 

inconsistent with vesting; by definition, vested benefits may not be unilaterally terminated.” 

Cooper, 884 F.3d at 621.

Turning to the CBAs, we find a caveat on GE’s right to “amend[], suspend[], or 

terminate[]” the Plans:

The Company agrees that during the term of this Agreement:

* * *

(b) . . . [N]otwithstanding any provisions to the contrary in the [LDM] 

Plan, neither that Plan nor . . . the [Hospital] Plan, [nor] the [Medicare B] 

Plan . . . , all to the extent applicable to employees, shall be amended or 

terminated by the Company so long as this Agreement remains in effect.

(R. 46-3, PIA, PageID # 638.) Thus, the PIA sets out one clear limitation on GE’s ability to alter 

the Retiree Healthcare Benefits: namely, it cannot amend or terminate the Plans “during the term 

of the [CBA],” in a way that affects “employees,” and only “so long as [the CBA] remains in 

effect.” (Id.) Indeed, this shows that healthcare benefits for employees were vested for the 

duration of the CBA, but the CBA sets no limitation on GE’s ability to amend or terminate the 

Plans once the CBA expires or as affects those other than employees. And Plaintiffs have conceded 

that each CBA’s “reference to ‘employees’” did not include “those already retired” prior to that 

CBA. (R. 1, Compl., PageID # 12–13.) Accordingly, the terms of the agreement would have 

allowed GE to change the Plans for pre-existing retirees even during the course of the CBA.

This Court has said that, under ordinary contract principles, a reservation-of-rights clause, 

subject only to “the caveat” that certain benefits cannot be changed “for the life of th[e] 

agreement,” is “incompatible with construing the agreement to create vested and unalterable 

benefits.” Gallo, 813 F.3d at 270. Instead, a reservation-of-rights clause means that any alleged 

lifetime promise in a benefit plan is actually “a qualified one: . . . benefits were for life provided 
No. 17-3885

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the company chose not to terminate the plans, pursuant to clauses that preserved the company’s 

right to terminate the plan.” Sprague, 133 F.3d at 401 (quotation marks and citation omitted).

Plaintiffs argue that the Retiree Benefit Plans apply to both union employees and GE hourly 

employees who are not covered by CBAs, and, therefore, the most natural reading of the provision 

is that GE is free to amend the Plans with respect to non-union represented employees, but not 

with regard to the union employees. But Gallo rejected a similar argument, discussed more infra, 

and held that although the reservation-of-rights clause’s placement in a paragraph discussing 

employee benefits might imply that the clause did not apply to retirees, the clause “d[id] not limit 

itself to those benefits.” Gallo, 813 F.3d at 270–71. Similarly here, the reservation-of-rights 

clause does not restrict its application to non-union retirees, but states only that GE may “amend[], 

suspend[], or terminate[]” the benefits except as provided in the CBA. And as explained above, 

once the CBA expires, the limitations on GE’s ability to amend, suspend, or terminate cease. See 

Cooper, 884 F.3d at 621 (“Honeywell retains the right to terminate retiree healthcare benefits, but 

only after the expiration of the 2011 CBA.”). The reservation-of-rights clause, therefore, strongly 

implies an intention not to vest.

b. The general durational clause.

Second, not only do the CBAs reserve for GE the right to amend or terminate the healthcare 

benefits, everything about the benefits was contained in a time-limited agreement. The PIA 

contains a general durational clause, which provides as follows:

This Agreement shall . . . continue in full force and effect as to the Company and 

the Union and Locals recognized . . . through the 21st day of June, 2015, and from

year to year thereafter, unless not more than 90 and not less than 60 days prior to 

such date or any anniversary thereof, either the Company or the Union shall notify 

the other in writing of its intention to terminate this Agreement upon such date or 

anniversary date.

(R. 46-3, PIA, PageID # 648.)
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Although this Court has previously said that we “cannot presume that . . . a general 

durational clause says everything about the intent to vest,” Tackett III, 811 F.3d at 209, we have 

also recognized that “it certainly says a lot,” Serafino, 707 F. App’x at 352. And we have also said 

that “we should not expect to find lifetime commitments in time-limited agreements.” Gallo, 813 

F.3d at 269. Thus, “[a]bsent some strong indication within the four corners of the agreement 

itself—perhaps, a specific-durational clause that applied to certain provisions but not others—the 

contractual rights and obligations under a CBA terminate along with the CBA.” Serafino, 707 F. 

App’x at 352 (citing Tackett II, 135 S. Ct. at 937). 

In Gallo, we noted that a “general durational clause supplied a concrete date of expiration 

after which either party could terminate the agreement,” 813 F.3d at 269, and we held that “[w]hen 

a specific provision of the CBA does not include an end date, we refer to the general durational 

clause to determine that provision’s termination,” id. (citing Litton Fin. Printing Div., 501 U.S. at 

207)). The same is true in this case. Indeed, as in Gallo, the general durational clause gives 

meaning to the phrases that Plaintiffs identify, namely, “will make available,” “shall be made 

available,” “will pay,” and the like: “[t]hese terms guarantee benefits until the agreement expires, 

nothing more.” See id. (citing UAW v. Skinner Engine Co., 188 F.3d 130, 141 (3d Cir. 1999); Senn 

v. United Dominion Indus., Inc., 951 F.2d 806, 816 (7th Cir. 1992)) (emphasis in original); see 

also Cole, 855 F.3d at 700 (“[T]hese durational clauses give meaning to the promise that healthcare 

benefits ‘shall be continued.’”). What we said in Cole, we could say in this case: the general 

durational clause shows that the employer at most “guaranteed healthcare benefits only until the 

expiration of the final CBA, nothing more.” 855 F.3d at 700; see Serafino, 707 F. App’x at 353.

As mentioned above, Plaintiffs argue that the CBA’s general duration clause applies only 

to employees in the bargaining unit and not to retirees. “[T]his general duration provision follows 
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the definition of employees . . . providing that unless otherwise clearly indicated, the bargaining 

unit consists of GE ‘employees so long as they are within a bargaining unit.’” (Brief for Appellant 

at 8 (emphasis omitted) (citing R. 46-3, PIA, PageID# 630–31).) Thus, they claim that this 

provision “cannot be read to terminate benefits for persons, including pensioners, who are not in 

the bargaining units included in the CBAs.” (Id.) But Gallo rejected precisely this argument. 813 

F.3d at 270–71. The Court explained: “although the reservation-of-rights clause comes in a 

paragraph discussing employee benefits, it does not limit itself to those benefits. It instead refers 

to [the company’s] right to cancel the insurance ‘policies,’ which—as other sections of the CBAs 

demonstrate—covered employees and retirees.” Id. (emphasis in original). Because the same 

could be said in this case, the general duration provision applies to both employees and retirees 

under the 2011 CBA, and the general duration provision, absent some specific provision to the 

contrary, sets forth the duration of GE’s obligation to provide retiree healthcare benefits.

c. The vesting of other provisions.

Third, the Plans explicitly vest other benefits beyond the duration of the CBA. Specifically, 

the LDM Plan prohibits GE from exercising its reservation of rights to “adversely affect” certain 

specifically enumerated benefits, including short-term disability benefits, retiree life insurance,

and death benefits of individuals who had already retired. (R. 46-4, LDM Plan, PageID # 840.) 

“That the CBA explicitly describes one type of benefit as ‘vested’ but does not do the same for 

retiree healthcare benefits is telling.” Cooper, 884 F.3d at 620–21 (citing Gallo, 813 F.3d at 270). 

This Court held in Gallo, “the explicit guarantee of lifetime benefits in some provisions and not 

others” is a “difference in language [that] demands a difference in meaning.” 813 F.3d at 270. 

And “[b]ecause a contract ‘should be read to give effect to all its provisions and to render them 

consistent with each other,’ Mastrobuono v. Shearson Lehman Hutton, Inc., 514 U.S. 52, 63 
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(1995), we must assume that the explicit guarantee of lifetime benefits in some provisions and not 

others means something.” Id. Thus, the express vesting of these other benefits—benefits included 

in the same Retiree Benefit Plans—indicates that GE and the unions knew how to vest benefits 

beyond the expiration of the CBA, and did not do so for the Plans at issue in this case. 

3. Plaintiffs’ Counterarguments Fail to Establish Vesting

As for Plaintiffs’ several counterarguments, we have rejected them all before. Plaintiffs

first point out that the Plans state that benefits “shall be made available,” (R. 46-3, PIA, PageID # 

632 (emphasis added)), that “insured employees will pay the monthly contributions set forth in 

[the LDM Plan],” (id. at PageID # 642 (emphasis added)), and that “[t]he Company will pay the 

balance of the net cost of such Plans,” (id. (emphasis added)). This future language, they argue, 

supports their vesting claims. But “[i]f Tackett tells us anything . . . it is that the use of the future 

tense without more—without words committing to retain the benefit for life—does not guarantee 

lifetime benefits.” Gallo, 813 F.3d at 271 (citing Tackett II, 135 S. Ct. at 937). As in Gallo, “[t]he 

relevant provisions offer healthcare coverage until some point in the future, but they do not say 

what that point is.” Id. (emphasis in original).

Plaintiffs further point to language providing that GE “agrees that it will make available to 

pensioners when they attain age 65 and after they have retired the June 2011 [Hospital Plan],” (R. 

46-3, PIA, PageID # 635 (emphasis added)), and that GE “will make available [the Medicare B 

Plan] to pensioners when they attain age 65 and after they have retired,” (id. at PageID # 636). 

But Serafino rejected the argument that phrases like “until that retired employee attains the age of 

sixty-five (65)” indicate an intention to vest benefits or create any ambiguity at all. 707 F. App’x 

at 347. There, the Court found that such language did not evince an intention to vest because 

unless there is “a longer time limit in the context of a specific provision, the general durational 
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clause supplies a final phrase to every term in the CBA: ‘until this agreement ends.’” Id. at 354

(quoting Gallo, 813 F.3d at 269). And Cooper, a recently published decision from this Circuit, 

went even further, holding that the “until age 65” language does not even vest benefits “until age 

65.” Cooper, 884 F.3d at 619. Indeed, there, the Court held, “a promise to continue providing 

benefits in a CBA . . . does not by itself vest those benefits in retirees beyond the CBA’s expiration. 

All it does is (1) provide a guarantee of those benefits while the CBA is in effect and (2) provide 

for the expiration of those benefits even before the CBA itself expires.” Id.

Following these cases, the future language in the GE CBA says merely that GE will provide 

benefits to retirees; it does not say for how long. That term is supplied by the specific provision 

that limits GE’s ability to amend or terminate the benefits for the duration of the CBA and by the 

general duration clause.

Plaintiffs also claim that the absence of a specific durational limit in the Retiree Benefit 

Plans supports their contention that the benefits were meant to continue for life. Assuming, 

arguendo, that the limitation on GE’s reservation-of-rights clause does not constitute a specific 

durational clause, this Court has rejected the argument that the absence of a specific durational 

clause implies an intention to vest for life. Indeed, we have said that “specific and general terms 

usually work in tandem” and a “CBA[’s] general durational clause[] provide[s] a baseline or 

default rule, a point at which the agreements expire absent more specific limits relevant to a 

particular term.” Gallo, 813 F.3d at 271–72 (emphasis in original); see Cole, 855 F.3d at 700–01. 

Therefore, the absence of specific durational language in the Retiree Benefit Plans does not mean 

that the benefits vest for life; instead, it means that “the general durational clause controls.” Gallo, 

813 F.3d at 272; see Reese II, 138 S. Ct. at 766 (explaining that “when an agreement does not 
No. 17-3885

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specify a duration for health care benefits in particular,” courts “apply the general durational 

clause”).

Plaintiffs next point to certain contribution cap clauses as evidence that the parties intended 

the benefits to vest beyond the expiration of the CBA. They say that “for many years the relevant 

CBAs had Cap Clauses that set forth a limit on the amount of money GE would spend for union 

retiree medical care after the expiration of the CBA.” (Brief for Appellant at 22 (emphasis omitted)

(citing R. 1, Compl., PageID #9–10).) For instance, the “Cap Clause” from the 1991 PIA reads as 

follows:

Consistent with the provisions of Section 7(b) of Title I, postretirement medical 

benefits under the 1991-1994 Agreement will remain in effect for so long as this 

Agreement remains in effect notwithstanding any provisions to the contrary in the 

applicable 1991 plans. Beginning in January of 1995, annual Company 

contributions for any subsequent postretirement medical benefits will continue up 

to the maximum of the average 1994 Company contributions per retiree multiplied 

by the number of retirees for such benefits.

(R. 46-8, 1991 PIA Excerpt, PageID # 902–03.) Plaintiffs characterize such provisions as 

“unlimited statement[s] regarding GE’s obligation to fund the [Retiree Benefit] Plans beyond the 

term of the CBA, showing that these Plans were not intended to be terminated at the end of the 

CBA.” (Brief for Appellant at 11.) 

But notwithstanding the provision’s own statement that postretirement medical benefits 

would continue only “for so long as this Agreement remain[ed] in effect” or the provision’s explicit 

reference to Section 7(b) of Title I, which forbid GE to amend or terminate the Plans only until the

expiration of the CBAs, this Court has rejected such reliance on contribution cap clauses to indicate 

vesting. In Cole, we held that cap clauses indicate that the parties “contemplated that retiree 

healthcare benefits would continue,” but also that “the fact that they anticipated, or even hoped, 

that these benefits would continue does not mean that [the company] is bound to provide these 
No. 17-3885

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benefits for the life of the retirees.” 855 F.3d at 701. Similarly, in Watkins, we recognized that 

“[t]here is a good reason for a company to adopt healthcare caps, even if caps take effect only far 

in the future: because companies must recognize as a liability on their balance sheet the present 

value of their anticipated future healthcare costs[.]”3 Watkins, 875 F.3d at 327 (citing Wood v. 

Detroit Diesel Corp., 607 F.3d 427, 428–29 (6th Cir. 2010)). “In any case, that the caps 

contemplated healthcare benefits into the future did not mean that [the company] had promised to 

provide benefits forever.” Id. Finally, in Cooper, we recently held that “[c]ontribution caps 

function only as limiting provisions protecting [the company’s] exposure in the event healthcare 

benefits continue to be provided; they do not speak to the scope of retirees’ rights.” 884 F.3d at 

623 (emphasis in original).

Plaintiffs next invoke a number of provisions in the CBA that they claim tie eligibility for 

retiree healthcare benefits to eligibility for pensions. Specifically, they claim that “the [Retiree 

Benefit] Plans are intertwined with the GE lifetime pension benefit to a remarkable degree,” and 

“the intertwined relationship between the [Retiree Benefit] Plans and the GE Pension Plans at a 

minimum strongly demonstrates the inherent ambiguity in the [Retiree Benefit] Plans concerning 

their duration.” (Brief for Appellant at 38 (citing Watkins, 875 F.3d at 328).) But this Court has 

said that “Tackett rejected this kind of ‘tying’ analysis as a relic of a misdirected frame of reference, 

calling it one of many Yard-Man inferences that was ‘inconsistent with ordinary principles of 

contract law.’” Gallo, 813 F.3d at 272 (quoting Tackett II, 135 S. Ct. at 937). We explained that 

[i]t is not surprising that CBAs address pension and healthcare benefits for retirees. 

And it is not surprising that the CBAs make pensioner status a condition of 

receiving healthcare benefits. But neither one of these features of the CBAs means 

that retirees will get those benefits for as long as they earn a pension, particularly 

 

3 Plaintiffs make a similar argument that provisions discussing “lifetime maximum benefits” also indicate 

vesting. This argument fails for the same reason: namely, setting lifetime maximum benefits also allows a company 

to appropriately valuate its liabilities.
No. 17-3885

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since the pension provisions use vesting language and the healthcare provisions do 

not.

Id. (emphasis in original). Further, the Supreme Court recently explained that courts may not use 

“the tying of retiree benefits to pensioner status” to infer contractual ambiguity, let alone to infer 

vesting. Reese II, 138 S. Ct. at 766. 

Finally, Plaintiffs argue that the “enroll at any time” and “surviving spouse” provisions 

indicate that the healthcare benefits are vested. Specifically, the Retiree Benefit Plans provided 

that eligible retirees who opt out of coverage of the Plans could “reenroll for coverage . . . at any 

time regardless of your health status.” (R. 1, Compl., PageID # 10.) And the Plans also provided 

that “in the event of [a retiree’s] death, [his or her] surviving spouse or eligible domestic partner 

will have medical care benefits available equal to the remaining balance, if any, of the amount of 

such benefits available to [the retiree and his or her spouse] prior to [the retiree’s] death.” (Id. at

PageID # 10–11.) Neither of these provisions says anything about the duration of the benefits. 

Instead, the more natural reading of the re-enroll language is that it merely overrides any 

restrictions on re-enrolling in the Plans while the Plans are in effect. As for the surviving-spouse 

language, we have recently held that the express granting of “lifetime healthcare benefits [only] to 

surviving spouses and dependents in the CBA . . . tends to show that they knew how to provide 

for vested benefits and chose not to for retirees.” Fletcher, 892 F.3d at 225. The case against 

inferring lifetime vesting from surviving-spouse language is even stronger here where the 

surviving spouses were not promised “lifetime benefits,” but instead only the retirees’ “remaining 

balance[s].” In sum, neither of these provisions is sufficient to indicate vesting under our case law 

and in light of the overwhelming evidence to the contrary.
No. 17-3885

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CONCLUSION

The sheer deluge of cases that this Court has addressed since Tackett shows the “prevalence 

of lifetime benefits in unionized, manufacturing sectors of the economy, and would seem to 

support the contention that . . . the benefits were so pervasive and so deeply ingrained that . . . the 

lack of explicit language about vesting is understandable.” O’Brien Hylton, supra, at 366; see 

Gallo, 813 F.3d 265; Cole, 855 F.3d 695; Kelsey-Hayes Co., 854 F.3d 862, 138 S. Ct. 1166 (2018) 

(per curiam); Reese, 854 F.3d 877, vacated, 138 S. Ct. 761 (2018) (per curiam); Serafino, 707 F. 

App’x 345; Watkins, 875 F.3d 321; Cooper, 884 F.3d 612; Fletcher, 832 F.3d 217; Zino v. 

Whirlpool Corp., No. 5:11CV1676, 2017 WL 3219830 (N.D. Ohio July 27, 2017), appeal 

docketed, No. 17-3851 (6th Cir. Aug. 17, 2017). The most plausible explanation for the absence 

of explicit vesting language in these contracts is that they were negotiated when Yard-Man was 

still the law and so the parties did not think such language was necessary. Unfortunately for the 

retirees, that argument fails under our case law. For the foregoing reasons, the district court’s 

judgment is AFFIRMED. 
No. 17-3885

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JANE B. STRANCH, Circuit Judge, concurring. I concur in the majority opinion 

because our recent caselaw compels the conclusion that the vesting of lifetime healthcare benefits 

cannot be required under the collective bargaining agreements (CBAs) at issue. I write separately 

to express my concern about the jurisprudential path we have chosen to follow.

In Tackett II, the Supreme Court explained that “Yard-Man violates ordinary contract 

principles by placing a thumb on the scale in favor of vested retiree benefits in all collectivebargaining agreements.” 135 S. Ct. 926, 935 (2015). The Court instructed us to remedy that 

problem by applying “ordinary principles of contract law” rather than our own “suppositions about 

the intentions of employees, unions, and employers negotiating retiree benefits.” Id. The Court 

did not instruct us to remedy that problem by placing a thumb on the employers’ side of the scale 

and, because the reason to forbid the former applies equally to the latter, could not have done so. 

It is thus improper to replace contextual suppositions in favor of vesting with contextual 

suppositions opposed to vesting. Simply put, if we cannot suppose that union negotiators struck a 

bargain to give up wages in exchange for retiree healthcare, then we cannot suppose that employers 

provided decades of benefits to retirees based on a heady mixture of altruism and optimism. 

Under the instructions of the Supreme Court, dismantling Yard-Man does not lead 

inevitably to dismantling the central concept that promises matter. To the contrary, perhaps the 

most fundamental “ordinary principle of contract law” is that, if a promise fits the definition of a 

contract, courts will enforce it. See Restatement (Second) of Contracts § 1 (Am. Law Inst. 1981) 

(“A contract is a promise or a set of promises for the breach of which the law gives a remedy, or 

the performance of which the law in some way recognizes as a duty.”). 

Our opinion explores in detail the written promises found in this CBA about which our 

previous opinions have spoken. Each case involving a CBA that includes retiree healthcare, 
No. 17-3885

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however, contains its own contracts and its own system of industrial self-government—its own 

customs or usages that inform the meaning of contract language. See 12 Richard A. Lord, Williston 

on Contracts § 34:3 (4th ed. 1990). In addition to the promises we address above, this Complaint 

alleges a telling set of promises specific to this workplace and these parties. In 2011, GE managers 

and human resources representatives advised union-represented employees to retire before a new 

CBA took effect to “make sure that they would be able to continue to participate in the Retiree 

Benefit Plans” under their existing terms. During the term of the 2011 CBA, hundreds of unionrepresented employees took a special form of early retirement that allowed for continued medical 

coverage, and “[e]ach of those individuals was promised continuing health benefits during her or 

his retirement in the form and with the benefits that were available under that collective bargaining 

agreement.” At this stage in the litigation, we accept those factual allegations as true and construe 

them in the light most favorable to the plaintiff. Haviland v. Metro. Life Ins. Co., 730 F.3d 563, 

566–67 (6th Cir. 2013). We therefore assume that GE affirmatively promised continuing 

healthcare benefits to many retirees. No one involved in this litigation even contends that GE 

fulfilled those promises.

Broken promises matter. They matter in ordinary contract law, and they matter in ERISA 

law. Congress passed ERISA precisely because retirees were not receiving the benefits they had 

been promised; the most famous such instance, often cited as a catalyst for the passage of ERISA, 

was “the economic collapse of the Studebaker-Packard Corporation, an event that left many 

terminated employees without their promised pensions.” Tullis v. UMB Bank, N.A., 515 F.3d 673, 

679 (6th Cir. 2008) (emphasis added); see also James A. Wooten, “The Most Glorious Story of 

Failure in the Business”: The Studebaker-Packard Corporation and the Origins of ERISA, 49 

Buff. L. Rev. 683 (2001). Because ERISA polices employers’ broken promises, courts interpreting 
No. 17-3885

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ERISA must ensure that employees who relied on broken promises are not without recourse. Thus, 

for example, employers distributing information about plan coverage must discharge their duties 

as fiduciaries. See James v. Pirelli Armstrong Tire Corp., 305 F.3d 439, 455 (6th Cir. 2002). As 

the Supreme Court has explained, “[t]o participate knowingly and significantly in deceiving a 

plan’s beneficiaries in order to save the employer money at the beneficiaries’ expense is not to act 

‘solely in the interest of the participants and beneficiaries.’” Varity Corp. v. Howe, 516 U.S. 489, 

506 (1996) (quoting 29 U.S.C. § 1104(a)(1)). And because duties under ERISA “draw much of 

their content from the common law of trusts,” id. at 496, we have recognized that principles of 

equitable estoppel may operate to hold employers to their promises if employees reasonably rely 

to their detriment on those misrepresentations. See Smiljanich v. GMC, 302 F. App’x 443, 449–

51 (6th Cir. 2008); Armistead v. Vernitron Corp., 944 F.2d 1287, 1300 (6th Cir. 1991). 

Despite this law, we have taken a jurisprudential path that makes it exceedingly difficult, 

if not impossible, to reach the factual evidence of promises made—evidence that often shows an 

employer’s clear and consistent promises to its employees that they and their families will receive 

lifetime healthcare. These are promises upon which employees and their families planned and 

budgeted their lives and retirements, as did the GE employees here who gave up their jobs and 

accepted a special early retirement package for the very purpose of guaranteeing themselves 

lifetime healthcare—benefits that they will now not receive. That result and the path that led us 

here should sit uneasily with all of us.

In our haste to correct Yard-Man’s error, we should not assume that the harsh result our 

precedent requires for these retirees need be the outcome in every case. Our cases must remain 

consistent with Justice Ginsburg’s directive that “no rule requires ‘clear and express’ language in 

order to show that parties intended health-care benefits to vest.” Tackett II, 135 S. Ct. at 938 
No. 17-3885

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(Ginsburg, J., concurring). And we must remain consistent with our own adoption of the Supreme 

Court’s determination not “to adopt an ‘explicit language’ requirement in favor of companies.” 

Tackett III, 811 F.3d 204, 209 (6th Cir. 2016). 

Though we continue to reiterate that CBAs may be ambiguous as to vesting, we have yet 

to definitively identify an ambiguity or even contract language that marks one. Moving forward, 

we will inevitably be called upon to do so—and the Supreme Court has hinted at where we might 

find guideposts. In Reese II, the Supreme Court found it “[t]elling[]” that “no other Court of 

Appeals would find ambiguity in these circumstances.” 138 S. Ct. 761, 766 (2018). So just as we 

have looked to our sister circuits for guidance on what is not ambiguous, see, e.g., Gallo v. Moen 

Inc., 813 F.3d 265, 271 (6th Cir. 2016), we may look to them for examples of what is ambiguous. 

To give just one example, both the Ninth and the Fourth Circuits found ambiguity where a CBA 

linked eligibility for a benefit “to an event that would almost certainly occur after the expiration 

of the agreement.” Alday v. Raytheon Co., 693 F.3d 772, 785 (9th Cir. 2012); Quesenberry v. 

Volvo Trucks N. Am. Retiree Healthcare Benefit Plan, 651 F.3d 437, 441 (4th Cir. 2011). We 

should not rush headlong past mile markers set up by our sister circuits. Nor should we further 

define the path of our jurisprudence in a way that fails to give heed to either the principles of 

contract law that seek to enforce promises made or the principles of ERISA that command us to 

honor the fundamental duties of the law of trusts.
No. 17-3885

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LARSEN, Circuit Judge, concurring in part and concurring in the judgment. The 

Supreme Court has repeatedly reminded this court to apply ordinary principles of contract 

interpretation when deciding whether a collective bargaining agreement vests healthcare benefits 

for life. See M & G Polymers USA, LLC v. Tackett, 135 S. Ct. 926, 930 (2015); CNH Indus. N.V. 

v. Reese, 138 S. Ct. 761, 762 (2018) (per curiam). The majority appropriately applies these 

ordinary principles in Parts 2 and 3 of its Analysis. I, therefore, concur in those parts of the opinion 

and in the judgment.