NOT RECOMMENDED F OR F ULL-TEXT PUBLICATION F ile Nam e: 13a0463n.06 No. 12-5801 UNITED STAT ES COURT OF AP P EALS F OR THE S IXTH CIRCUIT
CHARL ES CURTI S, et al., Plaintiffs-Appellants,

v. AL COA, I

NC., and AL COA, I

NC., as Fiducia

ry of the Employ ees’ Group B enef

its P lan of Alc oa I nc., Plan I I , Def endants-A

ppellees. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ON APPEAL FROM THE UNI TED STATES DI STRI CT C OURT FOR THE EASTERN DI STRI CT OF TEN NESSEE

Be fore : COOK, WHI TE, and DO NAL D, Circuit J udg es. COOK, Circuit J udg e. Charles Curtis, re p re s entative of a class of retire d Alcoa, I nc. and Rey nolds, I nc. employ ees (“Retire es”) , appea ls an adver se judgme nt on their cl ai m s u n der the E m p l o y ee Retirement I ncome Security Act (ERI SA), 29 U.S.C. § 1002 et seq. , and the L ab o r Manag ement Relations Act, 29 U.S.C. § 141 et seq . Following a bench trial, the district court denied Retirees’ claims for life time, uncappe d retire e-he althcar e bene fits. We AFF I RM.

I

.No. 12-5801

Curtis v. Alcoa, I

nc.
Be tween J une 1993 and J une 2006, appell a nts retire d from Alcoa and Rey nolds (collec tively , “the companies” ) under collective barg aining ag ree ment s (C BA ) jointly neg otiated betwee n the companies and appellants’ unions, the United Steelworke rs of Americ a (USW) and the Aluminum, Br ick and Gla ss Workers Interna tional (AB G).
Under the parties’ 1988 C BA that expired in 1992, the companies provided lifetime, uncappe d retire e-he althcar e benef its. As the expiration date of the CBA ap p ro ac hed, two fac tors fuele d an incre ase in the companies’ total retire e-heal thcar e costs: First, highe r pay ments to healthca re providers. Second, a new public acc ounting obligation, Financ ial Acc ounting Standard 1 06 (F AS 106), t hat required publi c companies to rec og nize a li ability for the prese nt value o f al l projec ted retire e-he althcar e costs, rathe r than including these costs on the company ’s balanc e sheet

on a pay -as- y ou-g o basis. See W ood v. Detroit Diesel Corp. , 607 F.3d 427, 428–29 (6th Cir. 2010). Fa cing these mounting healthca re costs, the companies focuse d on neg otiating an annual healthcarecontribution limit , or “ca

p,” on retire e-he althcar e benef its into the next CBA. (R. 523, Finding s of Fa ct & Conclusions of L aw [here inafter “F &C” ] at 7 ¶ 14.) Disputes over proposed healthca re chang es and caps stalled ag ree ment on a new CBA. The parties extended the 1988 CBA for one y ear , until May 31, 1993, and neg ot i at i o n s continued. A “t o p -t able” team comprising repr esenta tives from Alcoa, Rey

nolds, the USW, and the ABG neg otiated wag e and benef it issues including the cap ag ree ment. Capped benef its rema ined a point of contention, causing neg otiations to brea k down throug ho u t t h e y ear , even afte r the companies

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nc. proposed delay ing the cap’ s implementation. Wit h less than a month befor e t h e ex t ended CBA’s expiration, the unions proposed deleting the healthca re cap. The companies, howeve r, co u n t ere d with a quid p ro quo: enhanc ed retire e pensions in exchang e for ag ree ment to a retire e-he althcar e benef its cap. Despite the one-y ear extens i o n , the 1988 CBA expired befor e the parties ag ree d to a new CBA. Union worke rs beg an striking, while th e p ar t i es continued neg otiations. They rea ched ag ree ment sever al hours into the strike. The new CBA (the “1993 C BA ”) incorpora ted the companies’ proposed trade -off ; in exchang e for enhanced pensions and 401(k) benef its, and mandatory barg aining over t h e am o unt of the cap during the next CBA neg otiation, the unions ag ree d to incl u d e a defe rre d cap on retire e-he althcar e benef its. The 1993 cap, memorialized in a letter (“c ap letter” ), set the companies’ annual retire e medical contributions at 1997 expense levels, assig ned any additional costs to retire es, and defe rre d i m plementation unt il J anuar y 1, 1998. The unions executed separ ate CBAs with eac h company , but ag ree d to the same written caps with Alcoa and Rey nolds. Alcoa published the cap letter with its 1993 CBA. Rey nolds did not, but the parties prepa red co l l ectively barg ained summary plan documents—incorpor ated by ref ere nce into the companies’ CBAs—that disclosed a nd descr ibed employ ees’ cappe d retire e-he althcar e bene fits. During the 1996 CBA neg otiations, the unions ag ain proposed removing the cap ag ree ment. The companies reje cted this proposal, but ag ree d to defe r implementing the cap until afte r the 1996 CBA ex p i red in exchang e for the unions acc epting reduc ed wag e incre ases. The 1996 cap letter
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nc. fix ed the companies’ annu al retire e-me dical contributions at 2002 healthca re expense levels and assig ned any above- cap healthcar e co s t s t o retire es. The parties memorialized these terms in the written plan doc uments, summary plan documents, a

nd a letter to employ ees.
I n 1997, the AB G merg ed into the USW (a fter 1997, “the Union”). I n 2000, Alcoa boug ht Rey nol d s an d assum ed Rey

nolds’s retire e-he althcar e obligations. Hea ding into the 2001 CBA neg otiations, Alcoa understood that it could defe r the cap’ s implementation only one final time and still repor t it as “ca pped” for FAS 10 6 acc ounting purposes. Although the Union ag ain proposed eliminating the cap, Alcoa soug ht to implement it, or defe r it once more in exchang e for instit uting retire e premiums for their healthca re benef its. After neg otiations, Alcoa withdrew its proposal reg arding retire e pre miums and ag ree d to defe r the c ap’s implementation until January 2007, with mandatory barg aining prec edi n g its implementation. The 2001 cap ag ree ment set Alcoa’ s annual reti r e e - me d ic a l c o n trib u

ti o n at J une 1, 2006 healthca re expense levels, apportioned excess healthca re costs among the re tirees, a nd set implementation for January 1, 2007.

I n 2006, the top-table neg otiated the mecha nics of the cap’ s implementation. The cap, once implemented, would limit Alcoa’ s per- capita contributions to $7,76 7 annually for pre- Medica re retire es and $2,334 annually for post-Medica re retire es, apportioning addition al h ea l thcar e costs among retire es. The parties also made plan chang es that the 2001 c ap ag ree ment did not require. The Union reque sted that retire e premiums beg in immediately to help balanc e retire es’ premium pay ments over the course of the CBA. Also at the Union’s urg ing, Alcoa ag ree d to pay its total

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nc.
cappe d healthca

re contribution annually , even during y ear s when retire e-he althcar e costs fall below this limit

. During y ear s when the cappe d amount exceeds plan costs, Alcoa cre dits the di ffe renc e betwee n the cap and costs to a notional acc o u n t d esig ned to offse t Retirees’ future healthca re pay ments. To seed the n o t i o nal acc ount, Alcoa ag ree d to a one-time fix ed contribution of $30 milli on and future contributions of at least $20 milli on. Medica re Part D reimburse ments and Retiree premiums also fund the notional acc ount, which Alcoa’ s actua ries expect to rema in solvent and off set retire e medica l costs until 2017. The cap took ef fec t on J anuar

y 1, 2007.
Retirees sued Alcoa f

or ERI SA and L MRA violations, arg uing that they possessed vested, uncapped lifetime retire e-he althcare benef its that Alcoa illega lly reduc ed throug h illusory cap ag ree ments. The district c ourt disag ree d, finding that (1) their retire e healthca re benef its ve sted at retire ment, subject to the caps; (2) the cap ag ree ments had leg al eff ect an d wer e not “sham” ag ree ments intended only to di s gu i s e t h e companies’ FAS 106 repor ting obligations; and (3) the 2006 CBA proper ly implemented the 2001 cap ag ree ment. The court also denied Retirees’ reque sts for equitable and decla

ratory relief and struck portions of their expert actua ry ’s testimony

. Retirees timely appea led.

I I

. A. Vesting of Retiree H

ealthcare Be nefits

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nc. At the district court, t he Retirees argued that they possessed lifetime, uncappe d retire ehealthca re benef its that vested before retire ment, rende ring the benef it cap in p la c e a t their retire ment inapplicable. “Que stions of contra ct interpre tation are g ener ally considere d questions of law subject to de novo revie w.” Golden v. Kelsey-Haye s Co. , 7 3 F.3d 648, 653 (6th Cir. 1996). When the district court holds a bench trial and evalua tes extrinsi c evidenc e, its “[f]i ndings of fac t with reg ard to the extrins i c ev idence [necessar y to a contra ct’s interpre tation] are acc orded the benef it of the clea rly err oneous standard of revie w.” Al-Zawkari v. Am. S.S. Co. , 871 F.2d 585, 589 n.7 (6th Cir. 1989).
This court does “not infer an intent to vest [retiree medical] benef its in the absenc e of expli cit contra ctual lang uag e or, in the case of ambig uous contrac t lang uag e, extrinsic evidence indicating such an intent.” W

innett v. Caterpillar

, Inc. , 553 F.3d 1000, 1008 (6th Cir. 2009). Ot herw ise, “[u] nder this circ uit’s pr ece dents

. . . health car e benef its ve st at the point of retire ment.” W ood v. Detroit Diesel Co. , 607 F.3d 427, 432 (6th Cir. 2010) (citing W innett , 553 F. 3d at 1010–11; UAW v. Y ard-Man, Inc

. , 716 F.2d 1476, 1482 n.8 (6th Cir. 1983)). This rule e x ists because “‘the union

owes no obligation to barg ain for continued benef its for retire es’ and

. . . it would be unfair to allow future ag ree ments betwee n the employ er and the union to reduc e the pensi o n b en ef i t s of retire es when neither the union nor the employ er is require d to repr esent the retire es. Id. at 434 (quoting Y ard-Man , 716 F.2d at 1482). 1) The Surviving -Spouse B enef it

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nc. To prove pre- retire ment vesting , Retirees first point to the surviving- spouse benef it, which allows an “ac tive employ ee [upon death to] pass retire e healthca re benef its to a surviving spouse for life prior to actua l retire m en t or retire ment elig ibilit y ” as support for “one conclusion—that preretire ment
. . . vesting [of retire e-he alt h care benef its] was the logic al intent of that languag e.” (Appe llant Br

. at 21 (empha sis omitted).) The district court, citing this court’s decision in W innett , reje cted this argument. W innett involved a simil ar surviving- spouse benef it and this court held that it “ca nnot be rea sonably interpre ted to explici t l y s t at e that benef

its vested as soon as a worke r bec am e el i gi b l e for a pension or to retire .” W innett , 553 F.3d at 1009 (empha sis added)

. The surviving- spouse bene fit at issue in W innett rea d:

I f y ou retire and are eligible for the i mmediate rece ipt of a p en s i o n (w i t h at l east 5 y ear s of cre dited service ) under the Non-Contribu t o ry Pension Plan, y ou will be elig ible for the Retired Medica l B enef it Plan, continued at not [sic] c ost to y ou. . . . I f an active employ ee dies when elig ible t o re t i re or if a retire d employ ee dies, the surviving spouse will have cover ag e for his or her lifetime at no cost to the survivor. 5 5 3 F.3d at 1009. Her e, the surviving- spouse benef it rea d, “You are elig ible to participat e i n t h e Hourly Retiree Medica l Prog ram if y ou are a[] : . . . [s] urviving spouse of an ac t i v e, fu lly vested employ ee who dies on or af ter January

1, 1994.” (R. 565-2, PTE 2, 1993 Hea lth Care Ag ree ment Summ. P lan Doc. at 33.) This benef it is no m ore e x plicit than the surviving- spouse bene fit found not to establish pre- retire ment healthca re vesting in W

innett
. The surviving- spouse benef it spring s from the employ ee’ s death; it does n ot transfe r the dece ased employ ee’ s already-v ested retire emedical be nefits to the surviving spouse.

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nc. Testimony of Alcoa’ s senior labor and benef its counsel, Nicolaa s Storm, ceme nts this point. Asked to explain how a surviving spouse of a pension-veste d employ ee could rec eive retire e medical benef its, Storm explained: “The surviving spouse would have his or her re t i re e medical benefits, not the—not the [decea sed] employ ee’ s. And as I previously stated, that’s beca use the surviving spouses are elig ible for pre- retire ment survivor benef its under the plan.” (R. 497, Trial Tr. Vol. 13 at 106:22–107:1 (empha sis added) .) Storm’s testimony supports the view that a surviving spouse, upon the death of an employ ed spouse, rec eives his or her own, separ ate, collectively barg ained- for survivor bene fit.

Re t i re es also interpre t sever al ref ere nces to “ac tive vested employ ees” in the healthca re summary plan documents as proof that all employ ees’ s retire e-med ical benef its vested befor e retire ment. These healthca re summary plan documents, howeve r, use the p h rase “ac tive vested employ ees” to descr ibe a spouse’s el igibility for the surviving- spouse death benef it; the phrase appea rs nowher e else in the retire e-me dical elig ibilit y g uidelines. ( See, e.g. , R. 565-2, PTE 2, 1993 He al t h Care Ag ree ment Summ. Plan Doc. at 33; R. 565-5, PTE 5, 1996 Hea lth Care Agr ee m en t Summ. P lan Doc. at 33.) The c ourt thus properly found that the phra se did not evince the par ties’ intent to vest employ ees’ retire e-me dical benef its befor e retire ment. We find no err or in the district court’s de cision. 2) B enef its Documents

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nc. Retir ee s next point to various benef its documents as proof that retire e-he althcar e benef its vested pre- retire ment. They claim that the district court “appa rently i gn o red” a 1992 document mentioning “ac tive employ ees . . . who have ‘vested’ in the retire e medical benef it.” (Appe llant Br

. at 20 (empha sis and internal quotation marks omitted) (citing R. 57 2-11, PTE 181, Oct. 20, 1992 Allocation Mem. at 160–61).) I nstead of ignor ing the document, the court noted that the document only uses “‘ve sted’ [a] s a term of art under FAS-106 that ref ers to vesting in the ‘ac counting sense, not the leg al context.’” (R. 523, F& C at 27 ¶¶ 87–88.) Although the district court appea rs to have interpre ted only a portion of the 1992 document, the document on the whole alig ns with the court’s analy sis. This 1992 document addre sses internal cost-assig nment methods that Alcoa would employ under FA S 106. I t states, “Alcoa will be require d to implement the require ments of [FAS] 106, ‘Employ ers’ Acc ounting for P ostretireme nt Be nefits O t h er T h an Pensions,’” and “desc ribe[s] the

new method to be used to assig n costs to y our location/business unit and to g ive y ou an idea of what y our 1992 re tiree be nefit cha rg e would have been under the new methodolog y .” (R. 572-11, PTE 181, Oct. 20, 1992 Allocation Mem. at 1.) I mportantly , FAS 106 aimed to qua ntify and disclose a
c ompany ’s possible future liabiliti es by “pre vent[ing] employ ers from falsely assuming tha t th e y w il l

cea se offe ring retire ment benef its to worke rs who retire in future y ear s mere ly beca use those worke rs

are not yet entitled to veste d benefits .” W ood , 607 F.3d at 433 (empha sis added)

. Be cause Alcoa’ s 1992 memo mere ly projec ted possible retire e-me dical expenses, it does not establish that Retirees alre ady possessed veste d retire e-me dical bene fits.

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nc. Retirees next use the pre- retire men t v est ing of employ ee pensions as support for preretire ment vesting of retire e-he althcar e benef its. They first rely on a retire ment-bene fits booklet and

acc ompany ing testimony about pension-plan vesting to make their point. (Appe llant Br

. at 19 (citing R. 574- 33, PTE 286; R. 487, Trial Tr. Vol. 3 at 70:15–24).) But the booklet’s plain languag e only

conce rns pension-plan benef its. ( See R. 574-33, PTE 286 at 79 (def ining “V es ted Pension”).) Fur thermore , a witness for the Retirees identified the document as a pension document. ( See R. 491, Trial Tr. Vol. 7 at 131:8 (identifying PTE 286), 133:15–16 (“Eve ry pag e I ’m scanning and looking at, it seems to be rela ted to the pension, y es, sir.”).) This evidenc e demonstrates that pension benef its could vest befor e retire ment, but say s nothing of retire e-me dical benef its vesting befor e retire ment. A fair rea ding of the CBAs confirms this interpre tation. For example, the 1986 CBA differ entiates betwee n medical benef

its available to a ctive employ ees, and those for “ retired employ ees . . . who

are rece ivi n g a p en s i o n under the Pension Agreem ent. ” (R. 574-34, PTE 287, 1986 CBA at 98 (empha s i s ad d ed).) The CBA just explains the healthca re benef its available to active and retire d employ ees, while establishing pension elig ibilit y as a prec ondition for rec eiving retire e-he althcar e benef its. As this court re cently explained:

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nc. The differ ence in status be tween a worke r elig ible to retire and a retire d worke r is a matter of the worke r’s choice about how long to work. When a particula r collective barg aining ag ree ment is about to e xp ire, elig ible worke rs are “fr ee to decide ” whether to continue to ear

n income or to acc ept the retire ment benef its offe red to them under the par ticular a g ree ment.

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nc. W innett , 553 F.3d at 1010 (citation omitted). The statements i n Al co a’ s CBA thus do not vest pension-elig ible employ ees’ retire e-me dical benef its pre- retire ment; they conce rn pension-elig ible employ ees deciding whether to retire

. ( See R. 565-9, PTE 9, 1993 C BA at 6 3 ; R

. 5 76-1, DX 13, 1996 CBA at 55; R. 575-5, DX 18, 2001 CBA at 53 (similar lang uag e in other CB As).) Thus, w e discern no e rror

in the district court’s de cision on this point

. B. Purpose of Cap Agreem ents
Retirees next challeng e the caps as sham “ac counting device s never i n t en d ed to be implemented ag ainst the Retirees.” Wit h its summary judgme nt, the district court ruled that “the cap letters unambig uously allowed Alcoa to implement health car e caps as ear ly as 1997, ten y ear s befor e their actu al i m plementation.” (R. 392, Mar. 19, 2009 Mem. & Orde r at 7.) But beca use it found “mater ial issues of fac t as to whether Alcoa and the Un i o n h ad an oral ag ree ment that the cap ag ree ments would never be im plemented ag ainst the pl aintiff re tirees,” the lawsuit proce eded to a bench tr ial. (

Id. at 13.) Af

ter trial, the district c ourt found that “the evidenc e . . . over whelming ly supports the conclusion that the parties understood the cap to be rea l.” (R. 523, F& C at 88 ¶ 261.) Retirees c ontest that finding, a rg uing that the district court misinterprete d the ava ilable evidenc e. Specifica lly , Retirees dispute the court’s determ i n at i o n that all parties acknow ledg ed the

rea lity of the caps by actua lly barg aining over implementing them during the 1993, 1996, and 2001 CBA neg otiations. Yet, as Alcoa argues, Retirees offe r no plausible explanation for why —if the caps wer e shams—they repe atedly proposed deleting them in their collective barg aining

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nc. the barg aining history co nfirms that the Unions insisted that the caps be the subject of future collective barg aining

. Our review of the record confirms that both sides rec eived concessions for defe rring the cap. For example, Retirees rec eived enhanc ed pension and 4 0 1(k) benef its for first ag ree ing to the de fer

red c ap in 1993. And in 1996, to delay the ca p’s implementation, the Unions

acc epted reduc ed wag e incre ases. This neg otiation history confirms the district court’s finding that the ca ps were in fac t rea l.
Retirees also argue that the parties never intended to implement the cap ag ree ment beca use the Rey nolds cap letters wer e place d in a confide ntial file instead of being published in the 1993 and 1996 CBAs. But, as Alcoa points out, the clea r lang uag e of the Rey

nolds cap letters allowed implementation. ( See, e.g. , R. 566-5, Rey nolds 1993 Cap L etter at 1; R. 577-3, Rey nolds 1996 Cap L etter at 1 (Rey

nolds shal l “maintain its prog ram of medical benef its for post May 31, 1993 retire es”) .) Furthermore , the district court found that Rey nolds union members learne d of t he cap throug h summary plan documents, union presen t ations to members, and informational materia ls provided by Alcoa that disclosed the cap. (R. 523, F& C at 20, 23, 35, 3 7 ¶¶ 6 3 , 7 4 , 1 08, 115.) Retirees offe r no evidenc e contra dicting the court’s findings that, reg ardle ss of the Rey nolds cap letters not appea

ring i n the 1993 and 1996 CBAs, the Rey nolds employ ees lear

ned of the caps throug h the summary

plan documents a

nd informational mee tings.
Nor does the parties’ rec urring use of the phrase “caps wit h a wink ” p ro v e t h at t he parties reg arde d the caps as shams. Having hear d eig hteen witnesses testify during the eig ht-day trial, the

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nc. district court found that “with a wink” ref ere nced the understanding about defe rra l; that is, the parties repe atedly neg otiated defe rre d implementation. The barg aining history supports this interpre tation. E ac h ca p letter delay ed implementation until the expiration of the curr ent CBA. Eventually , t h e parties implemented the cap, as the cap letters fore told. Retirees fail to show clea r err or in the district court’s finding s.
Retirees ne x t compare the l eng th and complex ity of t he 2006 cap letter (impl ementing the cap) to the 1993 and 2001 cap letters (def err ing the cap) , arguing that the ear lier letters’ simpli city ref lects the sham nature of the ag ree ments. But the ear lier letters postp o n ed n ego t i at ion of capimplementation d et ai l s . The detail and specific ity appea ring in the 2006 cap letter evidenc es the results of the postponed ne g otiation.
Retirees p o i n t t o a document, titled “The retire e medical cap: I s it rea lly an ‘ac counting scheme ? ’” a s evidenc ing tha t both Alcoa and the Union viewed the cap letters as a sham. But the document ex plains that the ca p is not an acc ounting scheme, that both parties ag ree d to the cap in 1993, 1996, and 2001, and that “[i] n the past, Alcoa didn’t start the cap beca use the financ ial impact could be absorbe d in differ ent way s.” (R. 572-18, P TE 188.) I t conclude s by listi ng other USW companies with cappe d r e ti r e e - h e a lt h c a r e b e n e f it s . T h e document shows only the employ er’ s serious attempt to dispel rumors surrounding the ca p’s impending implementation.
Retirees press this court to cre dit the perc eptions of J ohn Murphy , a top-table Union neg otiator during ear ly cap neg otiations (1993, 1996, and 2001), that “[i] f Alcoa had ever mentioned - 14 -No. 12-5801

Curtis v. Alcoa, I

nc. that it planned on implementing a cap, [he] would have initiated a strike.” (Appe llant Re ply Br

. at 7.) But the court fo u n d t h at Murphy “wa s unable to identify any expli cit statement by either Company that the cap would never be implemented.” Fur ther, J im Robinson, the Union’s top-table neg otiator in 2005 and 2006, underc ut Murphy ’s testimony

. Robinson testified that both he and the Union expected the cap to be implemented, explaining that “union members may have expected the cap to move and somehow that expectation had morphed into a belief or claim that the Company had made a commitment not to enga g e the c ap.” ( R. 523, F& C at 53–54 ¶ 163.) B ut “that was not the

case .” ( Id. ) Robinson’s contradic ting testim ony and Murphy ’s absence from the top-table dur ing the 2006 implementation neg otiations thwart Retirees’ eff orts to prove c lear

err or.
Retirees also rel y o n an e-ma il rela y ing that Alcoa’ s Direc tor of Be nefits may have told another employ ee that the company expressed to the Uni on that the cap was for acc ounting purposes. The e-ma il stated, “I ’m not sure if [t he employ ee] interpre ted [t he Direc tor of Be nefits] corr ectly or not. You may want to touch base with [t he direc tor] and find out.” (R. 567-15 , P T E 8 9

. ) The district court proper ly discounted it as specula tive and of no help improving the Retirees’ position. Finally , Retirees criticize the court’s use of W ood v. Detroit Diesel Corp. , 607 F.3d 427 (6th Cir. 2010), beca

use that case did not hinge on the evaluation of extrinsi c evidenc e. Yet here , it was at the Retirees’ urg ing t h at t h e district court considere d extrinsi c evidenc e. The court allowed Retirees to prese nt this evidenc e, despite having decide d that Alcoa could have implemented the cap in 1997. ( See R. 392, Mem. & Orde r at 7 (finding “the cap letters unambig uously allowed Alcoa to

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nc. implem en t h ea l t h car e caps” ).) Having invited the court to rely on extrinsi c evidenc e, Retirees cannot now disc redit its use of W ood

.

C. Impleme ntation of C

ap Agreem ents
As an a lternative arg ument, Retirees arg ue clear error in the court’s deter mination that the cap ag ree ments wer e proper ly implemented, claiming that the 2006 healthcar e b en efits wer e less favor able to them than what was called for in the 2001 cap ag ree ment. These chang es, they arg ue, constituted an impermissible chang e in benef its from their prior plan under Ree se v. CNH America LLC , 574 F.3d 315 (6th Cir. 2009). I n Ree se , plaintiffs retire d under a CBA without a manag ed car e plan. When the company negotiated the next CBA, it imposed a manag ed health car e plan on all retire es despite the fac t that prior retire es’ healthca re benef its vested under a CBA without a manag ed health car e plan. Th e co u rt re v iewed the CBA and the parties’ course of dealing before deciding that the company “ca nnot terminate all health-c are benef its for retire es, b u t i t may
rea sonably

alter” retire es’ ve sted lifetime hea lthcare benef its. Id. at 327.

But Ree se does not h el p t h e R et iree s beca use the ty pe of retire ment benef

it differ s. The Ree se employ er soug ht to modify retire e healthca re benef its that vested wi thout manag ed car e; switching to manag ed car e surpr i s ed t h o se retire es. Id. at 324–25. Her e, howeve r, the Retirees consente d to, and retire d under, CBAs that defe rre d healthca re- benef it caps. By its nature , a defe rra l

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nc. contemplates eventua l implementation—not the surprise that drove Ree se . See Ree

se , 574 F.3d at 324 (“The [prior] retire es we re not a sked to consent to this chang e, and they did not consent to it. And as Y ard-Man makes clea

r and as later case s co n fi rm, a union does not repr esent retire d employ ees when it barg ains a ne w contra ct for its employ ees.” ). Retiree s benef itted from delay ed cap implementation, but the delay did not eliminate the cap.
The Retirees “do not contest Alcoa’ s ability to make rea sonable administrative chang es . . . as long a s Alcoa c ontinues to pr ovide them with benef its ‘rea sonably

commensurate’ with wha t they had in the previous plan.” Eac h member retire d under a cappe d CBA ( 1993, 1996, and 2001) tha t called for the pre- implementation neg otiations that produce d the specific 2006 (ca p implementing) plan Retirees now challeng e. And these neg otiations proved fruitful; t hey produce d a benef it packa g e “more favor able to the retire es than a packa g e that simply implemented the 2001 cap would have been.” (R. 523, F& C at 96 ¶ 280.) Significa ntly , afte r the 2006 chang es, Retirees pay less in premiums than they would have had Alcoa implemented the 2001 ag ree ment without modification. ( Id. at 64–65 ¶ 199.) When Alcoa spends less annually on retire e healthcar e than the pledg ed ca p amount, it cre d its the differ ence betwee n its healthca re expenditures and the cap to the notional

acc ount, car

rying the balanc e forwar d to offset re tirees’ future he althcar e costs. ( Id. at 98 ¶ 286.) Alcoa pledg ed at least $50 million t o the notional acc ount under the 2006 CBA, an obligation not imposed by the 2001 CBA. ( Id. ) The acc ount enable s the Retirees’ modest premiums to rema in in p l ac e u n t i l at least 2017, when “virtually all of [t he] plaintiffs will be elig ible for Medica re and subject only to ve ry modest supplementary plan costs.” ( Id. at 100 ¶ 288.) Simi larly , the Retirees’ - 17 -No. 12-5801

Curtis v. Alcoa, I

nc. immediate pay

ment of pre miums, before Alcoa’s costs rea ch the cap, minim izes the l ikelihood of spikes in Retiree- premium pay ments. The district court did not err by finding that Alcoa pr operly implemented the cap. Alcoa did so in a manne r that both stabiliz ed and offse t Retirees’ total healthca re c osts for a long er pe riod.
Retirees also challeng e, for the first time in their reply brief, the m et h o d t h e court used to value Alcoa’s cap contribution. They argue that by “finding t h at t h e corr ect valuation of t he plan

was a cappe d plan throug hout, the District Court committed clea r err or.” The court clea

rly set forth its cap- valuation finding s ( see R. 523, F& C at 61–64, ¶¶ 190–98), y et having failed to raise the point in their opening brief, Retiree s forfe it this argument. See U nited States v. Madden , 403 F.3d 347, 351 n.1 (6th Cir. 2005). D. Denial of Equitable & Dec laratory Relief
Retirees argue that the district court abused its discretion by failing to provide them equitable

or decla ratory relief

. T h ey reque st an injunction barr ing premium incre ases, ref ormation of the retire e medical plan, estoppel, and restitution. We revie w the denial of equitable relief for abuse of discretion, Anchor v. O’Toole , 94 F.3d 1014, 1025 (6th Cir. 1996) , g ranting relief only if we have

a “def inite and firm conviction that the trial court committed a clea r err or of judgme nt,” Scottsdale Ins. Co. v. Flowers , 513 F.3d 546, 569 ( 6th Cir. 2008) (interna l quotation marks omitted). 1) Equitable Relief

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nc.
I njunctive relief is “a d rastic and extraordinary reme dy , which should not be g rante d as a

m att er of course .” Monsanto Co. v. Geertson Seed Farms , 130 S. Ct. 2743, 2761 (2010). Co u rt s g rant perma

nent injunctions only when: (1) a plaintiff suffe rs irrepa rable injury , (2) an inadequate

reme dy exis ts at law, (3) the injunction is war rante d in light of the “bala nce of hardships” betwee n the parties, and (4) the public interest would not be disserved by a perma nent injunction. See id. at 2756. Retirees, howeve r, urg e a differ ent standard. They say that this case merits an injunction beca use Alcoa can unilaterally reduc e their benef i t s at any time, without restric tion. Even if such unfairne ss wer e a tenable standard, it is not fac tually true here

. The cap’ s 2007 implementation fell outside the unlawfulne ss of Ree se beca use Retiree s g ot what was barg ained for, as we ex plained. I n the absenc e of evidenc e of a brea ch of the terms of the controlling CBA, the district court did not abuse its discre tion by

ref using to impose an injunction.
Neither can Retirees establish t h e ri ght to ref ormation, estoppel, or restitution. This court ref orms a contra ct upon finding “mutual mistake

. . . or a mistake of one party induced by the other’s fra ud.” Bituminous Fire & Marine Ins. Co. v. Izzy Rosen’s, Inc. , 493 F.2d 257, 261 (6th Cir. 1974). Her e, the district court found no evidenc e of mutual or fra ud-induce d mistake, and Retirees do not provide fa cts or ar g ument compelling an opposite conc lusion.

Nor do Retirees establish the prer equisites to estop Alcoa from denying “what it had promised to retire es.” Estoppel g ener ally require s (1) misrepre sentation by the party ag ainst whom estoppel is asser

ted, (2) rea sonable relianc e on the misrepre sentation, and (3) detriment to the party
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asser ting estoppel. Mich. Express, Inc. v. United States , 374 F.3d 424, 427 (6th Cir. 2004). Retirees have not shown that any member of their class meets this standa rd, and we there fore find no abuse of discre tion in the court’s re fusal to estop Alcoa

. Retirees also argue that beca use Alcoa did not pay up to the cap level, they deser ve restitution of the healthca

re premiums, deductibl es , and co-pa y ments imposed above the 2001 CBA levels. ( See Appellant Br

. at 46 (“The Retirees are owed the differ ence betwee n what Alcoa has ac tually paid and what it should have paid [t o rea ch the cap level.]”), 47 (“The District Court err ed in failing to g rant equitable relief including reimburse ments for premiums , d eductibles, and co-pa y ments imposed to Appellants above the 2001 CBA levels

. . . .”).) We f ind no err or in the district court’s deter mination that Alcoa did in fac t pa y up to the cap amount and that by cre ating and funding the notional acc ount, and g uara nteeing lump-sum pay

ments to surviving spouses, the implemented cap ag ree ment “imposed additi onal co s ts on Alcoa that Alcoa was not require d to pay under the 2001 cap ag ree ment.” (R. 523, F& C at 62–65, 97 ¶ 283.) Acc ording ly , we reje ct Ret i re es ’ cl ai m for restitution. 2) De clar atory

Relief
Retirees also seek a “dec lara tion that they had vested lifet im e h e a lt h c a r e b e nefits” (Appe llant Br

. at 53) beca

use the court’s J udg ment Orde r stated that Retirees “take nothing.” (R. 524, J

. Orde r at 1

. ) The court’s J udg ment Orde r did nothing more than deny Retirees the relief t h ey
re q u es t ed—vested, lifetime, and uncapped healthca re benef its. The district court’s finding s and - 20 -No. 12-5801

Curtis v. Alcoa, I

nc. conclusions clar ified that Retirees possess lifetime health benef its: “I n conclusion, the court finds that under the cap ag ree ments
. . . plaintiffs are entitled to lifetime , cappe d healthcare benefits .” (R. 523, F& C at 100 ¶ 289 (e mphasis added) .)

E. Exc lusion of Expert Testimony
Fi n al l y , Retirees argue that the district court err ed by striking testimony of their actua rial expert, I an Altman, from the trial’s liability phase. We revie w the exclusion of expert testimony for abuse of discretion, United States v. Cunningham , 679 F.3d 355, 377 (6th Cir. 2012), mindful that i n t h i s are a trial courts possess broad discretion and their decisions should “be sustained un l es s manifestly err oneous,” United States v. Gree n , 548 F.2d 1261, 1268 (6th Cir. 1977) (in t er n al quotation marks omitted).
The court bifurca

ted the trial into liability and damag es phases, confining evidenc e offe red during the liability

phase to “evide nce to deter mine whether or not vesting has occ urre d” (R. 454, Aug

. 12, 2009 Minute Entry at 1) and “mix ed questions of liability and damag es” (R. 523, F& C at 101 ¶ 291). Retirees maintain that Altman adher ed to the cour t’s limit ation and only

testified that “the [R etiree s’] benef

its wer e signific antly reduc ed,” without testify ing about damag es. (Appe llant Br

. at 57.) But Altman testified on direc t examination that “par ticipants are paying out milli ons of dollars” and “[u] ltimately , they will pay out 111 milli on.” (R. 490, Trial Tr. Vol. 6 at 104:3–4, 6.) Altman confirme d the damag es-r elated nature of this testimony on cross-e x amination. (R. 491, Trial Tr. Vol. 7 at 51:9 (“I ’m not disag ree ing” that $111 milli on is a d am age s fi g ure) .) The court then - 21 -No. 12-5801

Curtis v. Alcoa, I

nc. sifted throug h Altman’s damag es-r elated tes t i m o n y , admitting liability testimony and excluding damag es-r elated testimony

. I n doing so, the court acte d well within its broad discretion. See Gree n , 548 F.2d at 1268.

I I I

. We AFF I RM.

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