1 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF INDIANA 

FORT WAYNE DIVISION 

 

LOUIS ARAMBULA, et al, ) 

 ) 

 Plaintiff, ) 

 ) 

 v. ) Case No. 1:11-CV-429 JD 

 ) 

KARL SCHMIDT UNISIA, INC. ZOLLNER ) 

DIVISION HOURLY PENSION PLAN, et al, ) 

 ) 

 Defendants. ) 

OPINION AND ORDER 

Now before the Court are cross motions for summary judgment in this action to recover 

supplemental pension benefits by former employees of Karl Schmidt Unisia, Inc. [DE 24, 26]. 

Both motions are fully briefed [DE 25, 27, 28, 30, 33–36], and the parties have stipulated to the 

authenticity of all exhibits [DE 29]. Plaintiffs have also filed a motion for oral argument on the 

motions [DE 37]. For the following reasons, Defendants’ motion for summary judgment is 

GRANTED as to all plaintiffs except for Lane Woods, as to whom the motion is DENIED. 

Conversely, Plaintiffs’ motion is GRANTED only as to Lane Woods, and is DENIED as to all 

other plaintiffs. 

I. Factual Background 

Defendant Karl Schmidt Unisia, Inc. manufactures automotive parts. [DE 1-1 p. 89]. Karl 

Schmidt Unisia operated a plant in Fort Wayne, Indiana, where it manufactured automotive 

pistons. [Id.; DE 10 ¶ 6]. Each of the Plaintiffs worked for Karl Schmidt Unisia at the Fort 

Wayne plant, and were represented by the International Union, United Automobile, Aerospace 

and Agricultural Implement Workers of America and its Local 2357 (the “Union”). [DE 10 ¶¶ 3, 

4, 7]. Karl Schmidt Unisia and the Union entered into collective bargaining agreements that 

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governed the employment relationship between the company and the Plaintiffs, including their 

wages, benefits, hours, and other terms and conditions of employment. [DE 10 p. 7]. The 

company also maintained a pension plan entitled Karl Schmidt Unisia, Inc. Zollner Division 

Hourly Pension Plan (the “Plan”), which is also a defendant in this action. [DE 10 ¶ 4]. The Plan 

is an employee pension benefit plan governed by the Employee Retirement Income Security Act, 

29 U.S.C. § 1001 et seq. (“ERISA”), and was also the subject of collective bargaining 

negotiations. [DE 10 ¶¶ 4, 5]. 

The twelve plaintiffs in this matter were each long-time employees of Karl Schmidt 

Unisia and its predecessor at the Fort Wayne plant. [DE 10 ¶¶ 3, 14]. They were also all 

members of the Union and participants in the Plan. [DE 10 ¶ 4]. In April 2007, however, Karl 

Schmidt Unisia issued a WARN Act notice that it would be laying off employees at the Fort 

Wayne plant due to the loss of a substantial portion of its business, and mass layoffs began in the 

summer of 2007. [DE 1-1 pp. 90, 91]. The plant eventually closed, and Karl Schmidt Unisia sold 

the plant on December 29, 2009. [DE 1-1 p. 91, 10 ¶ 13]. This led to a dispute between certain 

employees and the company, of which the present action is a subset, as to which pension benefits 

the employees qualified for under the collective bargaining agreement and/or the Plan. [DE 1-1 

p. 85]. 

Under the terms of the collective bargaining agreement and the Plan, employees could 

qualify for various retirement benefits depending on their age and number of years of service. 

[DE 1-1 pp. 23–36, 74]. All participants in the Plan could receive “Normal” retirement benefits 

upon reaching the age of 65. [DE 1-1 pp. 17, 26]. Additionally, employees who had over thirty 

years of service or who were at least sixty years old and had at least ten years of service could 

take “Early Retirement” and receive specified pension benefits at that time. [DE 1-1 pp. 29, 30]. 

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Employees could also qualify for an additional benefit, referred to as a “Thirty and Out” 

benefit under the collective bargaining agreement and “Supplemental Pension Benefits” under 

the Plan, which would supplement their base pension so as to bring their total pension benefit to 

$1,500 per month from the time they retired until they became eligible for social security 

benefits. [DE 1-1 pp. 35, 74]. These benefits were the source of the parties’ dispute, which 

specifically centered around whether employees could qualify for this benefit if they only 

reached the age thresholds after they were laid off. [DE 1-1 p. 85]. The Plaintiffs cited both the 

collective bargaining agreement and the Plan as sources of their entitlement to these benefits. 

The collective bargaining agreement in place at the time contained the following provision: 

Section 13.01. Pension Plan. The Karl Schmidt Unisia, Zollner Division, 

Inc. Pension Plan, as amended by these negotiations shall continue in effect for all 

employees who are vested in the plan and/or were hired prior to 7-1-02 for the 

term of this agreement. The plan has been amended as follows: 

30 and out: $1,500 per month 

The “Thirty and Out” provision of the Pension Plan applies only to those 

employee [sic] who have reached: 

Age 58 and 30 years of service or; 

Age 57 and 32 years of service or; 

Age 56 and 35 years of service. 

[DE 1-1 p. 74]. 

The Plan, as written at the time of Plaintiffs’ claims, contained the following companion 

provision to the collective bargaining agreement: 

Section 5.03. Upon written application of the Member, a Member who has 

either (i) completed thirty (30) years of Service and Credited Service and attainted 

age fifty eight (58) as of his date of termination of employment, or (ii) completed 

thirty two (32) years of Service and Credited Service and attained age fifty seven 

(57) as of his date of termination of employment or (iii) completed thirty five (35) 

years of Service and Credited Service and attained age fifty six (56) as of his date 

of termination of employment, shall be retired as of a Supplemental Retirement 

Date. The Member shall receive an immediate Supplemental Pension Benefit, 

determined as provided below. 

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[DE 1-1 p. 34]. An eligible employee’s “Supplemental Retirement Date” was defined as “the 

first day of the month coincident with or immediately following the date the Member elects to 

retire.” [DE 1-1 p. 19]. Plaintiffs deny, however, that the clause requiring that a Member reach 

the designated age “as of his date of termination of employment” was validly added to the Plan. 

The prior version of the Plan defined the age requirement “as of [the Member’s] retirement 

date.” [DE 1-1 p. 77 (emphasis added)]. Prior to the amendment that altered this language, an 

employee could only qualify for the Supplemental Benefits if they had completed thirty years of 

service and were at least fifty-eight years old. [DE 1-1 p. 77]. The Plan was amended in 2005 to 

add two additional years of service/age combinations by which an employee could qualify for 

these benefits, as agreed to through the collective bargaining process, but that amendment also 

substituted the clause “as of his date of termination of employment” in place of “as of his 

retirement date.” [DE 25-4 p. 16]. Plaintiffs deny that this change in terminology was authorized 

by the collective bargaining negotiations. [DE 25-4 ¶¶ 13, 19]. 

Karl Schmidt Unisia took the position under both the collective bargaining agreement and 

the Plan that employees could not continue to age into the supplemental benefits after they went 

on layoff status. [DE 1-1 pp. 95, 96]. Since it became apparent when layoffs began in 2007 that 

many employees who had already met the years of service requirement would only meet the age 

threshold after they were laid off, the Union filed a grievance to contest this position, and the 

parties ultimately submitted the dispute to arbitration. [DE 10 ¶¶ 11, 12]. The arbitrator strictly 

limited his decision to the parties’ rights under the collective bargaining agreement, as he held 

that he did not possess the authority to interpret the Plan. [DE 1-1 p. 99]. He concluded that 

employees could continue to age into the supplemental benefits while they were on layoff status, 

so long as they retained their seniority under the collective bargaining agreement, but that 

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employees could not continue to age into the benefits after Karl Schmidt Unisia sold the plant, at 

which time the collective bargaining relationship terminated. [DE 1-1 p. 106]. 

Thus, all employees who had reached the years in service requirements and who attained 

the age requirements after they were laid off but before December 29, 2009, qualified for the 

supplemental benefits. [DE 1-1 p. 106–07]. Karl Schmidt Unisia accordingly paid those benefits 

to all such employees, with the exception of Lane Woods. [DE 25-4 ¶ 31]. The remaining eleven 

plaintiffs are all employees who met the years of service requirements but who only reached the 

age threshold after December 28, 2009. [DE 10 ¶ 15]. Each of the plaintiffs also filed a claim for 

Supplemental Benefits with the Plan, and subsequently filed appeals to the denials of their 

claims. [DE 10 ¶¶ 14–16]. Following the denial of those appeals by the Plan administrator, 

Plaintiffs commenced the instant action seeking review of the administrator’s decision pursuant 

to ERISA, 29 U.S.C. § 1132(a)(1)(B) [DE 1 ¶¶ 16, 22, 23]. Mr. Woods also seeks enforcement 

of the arbitrator’s decision as to his claim for benefits under the collective bargaining agreement 

pursuant to the Labor Management Relations Act, 29 U.S.C. § 185 (“LMRA”) [DE 1 ¶¶ 18–20]. 

All parties have now moved for summary judgment as to all claims. 

II. Summary Judgment Standard of Review 

On summary judgment, the burden is on the moving party to demonstrate that there “is no 

genuine dispute as to any material fact and the movant is entitled to judgment as a matter of 

law.” Fed. R. Civ. P. 56(a). That means that the Court must construe all facts in the light most 

favorable to the nonmoving party, making every legitimate inference and resolving every doubt 

in its favor. Kerri v. Bd. of Trustees of Purdue Univ., 458 F.3d 620, 628 (7th Cir. 2006). A 

“material” fact is one identified by the substantive law as affecting the outcome of the suit. 

Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A “genuine issue” exists with 

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respect to any such material fact, and summary judgment is therefore inappropriate, when “the 

evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Id. On 

the other hand, where a factual record taken as a whole could not lead a rational trier of fact to 

find for the non-moving party, there is no genuine issue for trial. Matsushita Elec. Indus. Co. v. 

Zenith Radio Corp., 475 U.S. 574, 587 (1986) (citing Bank of Ariz. v. Cities Servs. Co., 391 U.S. 

253, 289 (1968)). 

In determining whether a genuine issue of material fact exists, this Court must construe 

all facts in the light most favorable to the non-moving party, as well as draw all reasonable and 

justifiable inferences in its favor. King v. Preferred Technical Grp., 166 F.3d 887, 890 (7th Cir. 

1999). However, the non-moving party cannot simply rest on the allegations or denials 

contained in its pleadings, but must present sufficient evidence to show the existence of each 

element of its case on which it will bear the burden at trial. Celotex Corp. v. Catrett, 477 U.S. 

317, 322–23 (1986); Robin v. Espo Eng’g Corp., 200 F.3d 1081, 1088 (7th Cir. 2000). Finally, 

the fact that the parties have cross-filed for summary judgment does not change the standard of 

review. M.O. v. Ind. Dep’t of Educ., 635 F.Supp.2d 847, 850 (N.D. Ind. 2009). Cross-motions 

are treated separately under the standards applicable to each. McKinney v. Cadleway Properties, 

Inc., 548 F.3d 496, 504 n.4 (7th Cir. 2008). 

III. Discussion 

Plaintiffs complaint includes two counts. Count I asserts a violation of the Labor 

Management Relations Act based on the parties’ collective bargaining agreement, and Count II 

asserts a violation of ERISA for denial of Plaintiffs’ claims for benefits under the Plan. Though 

Count I is perhaps somewhat inartfully plead, the Court construes it as containing two separate 

claims. The first is a claim by Mr. Woods against Karl Schmidt Unisia, Inc., seeking to enforce 

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the arbitration decision so as to receive his “Thirty and Out” benefits under the terms of the 

collective bargaining agreement. The second claim is a predicate to Plaintiffs’ ERISA claim 

under Count II. The claim asserts that the company violated the collective bargaining agreement, 

and therefore the Labor Management Relations act, by amending the Plan without authorization, 

and that as a result, the Court should equitably reform the Plan to accord with the preamendment terms. In turn, Count II is a claim by all plaintiffs against the Plan for recovery of 

Supplemental Benefits per the reformed terms of the Plan. 

A. Plaintiffs’ Claims under the Employee Retirement Income Security Act 

The remedy Plaintiffs seek in this action is recovery of the amounts they would have 

received under the Plan’s Supplemental Benefits. To get there, they proceed in two steps. First, 

because there is no dispute that the Plaintiffs (with the exception of Mr. Woods) would not be 

entitled to those benefits under the Plan as written at the time of their claims for benefits, they 

argue that the Plan’s terms had been impermissibly amended. Thus, their first cause of action, 

under Section 301 of the Labor Management Relations Act, 29 U.S.C. § 185, asserts that the 

amendment violated the parties’ Collective Bargaining Agreement and essentially asks the Court 

to equitably reform the language of the Plan to conform with the pre-amendment terms. Second, 

Plaintiffs argue that under these pre-amendment terms, they would have been entitled to receive 

the Supplemental Benefits, so their second cause of action, arising under ERISA, 29 U.S.C. § 

1132(a)(1)(B), seeks recovery of those benefits. However, because the Court determines that the 

amendment to the Plan does not actually affect the outcome of the ERISA claim, it addresses the 

ERISA claim first. 

The first question in analyzing the ERISA claim is what standard of review applies to the 

plan administrator’s denial of Plaintiffs’ benefits. “Judicial review of an ERISA administrator’s 

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benefits determination is de novo unless the plan grants the administrator discretionary authority 

to determine eligibility for benefits or to construe the terms of the plan.” Holmstrom v. Metro. 

Life Ins. Co., 615 F.3d 758, 766 (7th Cir. 2010). However, where an ERISA plan vests such 

discretion in the administrator, “the court applies a more deferential standard, seeking to 

determine only whether the administrator’s decision was ‘arbitrary and capricious.’” Id. (citing 

Metro. Life Ins. Co. v. Glenn, 554 U.S. 105, 111 (2008); Jenkins v. Price Waterhouse Long Term 

Disability Plan, 564 F.3d 856, 860–61 (7th Cir. 2009)). Though review under this deferential 

standard does not turn a court into a “rubber stamp,” id., a plan administrator’s interpretation will 

only be overturned when it is “unreasonable, and not merely incorrect,” Herzberger v. Standard 

Ins. Co., 205 F.3d 327, 329 (7th Cir. 2000); Edwards v. Briggs & Stratton Retirement Plant, 639 

F.3d 355, 360 (7th Cir. 2011) (“Put simply, an administrator’s decision will not be overturned 

unless it is downright unreasonable.”) (internal citations omitted). Thus, an administrator’s 

decision will be upheld “as long as (1) it is possible to offer a reasoned explanation, based on the 

evidence, for a particular outcome, (2) the decision is based on a reasonable explanation of 

relevant plan documents, or (3) the administrator has based its decision on a consideration of the 

relevant factors that encompass the important aspects of the problem.” Edwards, 639 F.3d at 360 

(internal citations omitted). 

There is no dispute here that the Plan expressly vests such discretionary authority in the 

Plan Administrator, which is Karl Schmidt Unisia, Inc. [Plan § 8.02(e), DE 1-1 p. 47 (“[T]he 

Administrator shall . . . have the discretionary authority to determine all claims filed pursuant 

to . . . this Plan and shall have the authority to determine issues of fact relating to such claim); 

§ 8.01(a), DE 1-1 p. 44–45 (stating that the Retirement Committee, which decides appeals of 

benefits determinations, “shall have the full and exclusive discretionary authority to determine 

case 1:11-cv-00429-JD document 38 filed 10/21/13 page 8 of 21
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all questions arising in the administration, application and interpretation of the plan including the 

authority to correct any defect or reconcile any inconsistency or ambiguity in the Plan and the 

authority to determine a Member’s . . . eligibility to receive a benefit from the Plan.”)]. Plaintiffs 

argue, however, that because there is a dispute as to what the Plan language actually is, review of 

the administrator’s decision should be de novo. 

An administrator’s discretion extends to construing the terms of the plan, but not to 

deciding questions of law. Wetzler v. Ill. CPA Soc’y & Found. Ret. Income Plan, 586 F.3d 1053, 

1057 (7th Cir. 2009) (“An issue as to whether a certain term as construed violates ERISA is a 

question of law and as such, reviewed de novo.”). The question of whether the amendment to the 

Plan violated the Collective Bargaining Agreement is solely a question of law under the LMRA, 

and the Court therefore considers that question de novo. However, that does not deprive the 

administrator of the discretion vested in it to construe the terms of the Plan. While an 

administrator’s decision would be overturned as unreasonable if it bases its interpretation on the 

wrong plan, see Huss v. IBM Medical & Dental Plan, 418 F. App’x 498, 504 (7th Cir. 2011) 

(holding that an administrator “acted in an arbitrary and capricious manner by failing to consider 

the relevant document in her decision” where she based her decision on the wrong version of the 

plan) (citing Speciale v. Blue Cross & Blue Shield Ass’n, 538 F.3d 615, 621 (7th Cir. 2008) 

(noting that administrators’ decisions must be based on a reasonable explanation of relevant plan 

documents in order to be upheld)), the administrator’s decision will be affirmed if it has 

interpreted the terms that the Court concludes as a matter of law make up the Plan, if its 

interpretation of those terms is reasonable, see Wetzler, 586 F.3d at 1057–58 (reviewing an 

administrator’s interpretations of pre- and post-amendment provisions deferentially before 

analyzing as a matter of law whether the amendment improperly decreased benefits). 

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1. The Administrator Reasonably Interpreted the Plan under Either 

Construction of its Terms 

Applying that standard of review here, Plaintiffs’ argument as to which terms make up 

the Plan becomes inconsequential because the record reflects that the administrator addressed 

both versions of the Plan, and its interpretation of both versions of the provisions at issue was 

reasonable. As to the version of the Plan as written at the time of the denial of Plaintiffs’ 

Supplemental Benefits, there is no dispute that the administrator’s interpretation was reasonable. 

The Plan required employees to have met the age thresholds “as of the date of the termination of 

their employment,” [DE 1-1 p. 35], so the administrator was reasonable in interpreting this as 

meaning that an employee would not qualify if they met the required age and “retired” only after 

their employment was terminated. 

As to the pre-amendment language, for which Plaintiffs advocate, the record reflects that 

the administrator did address and construe that language, and the Court finds that the 

administrator’s interpretation of that language was reasonable and not arbitrary or capricious. 

The letters from the administrator denying Plaintiffs’ claims stated: 

In your claim, you state that the change in the wording of Sections 5.03 

(Supplemental Pension Benefit) and 2.39 (Supplemental Retirement Date) of the 

2001 Plan document, as amended July 1, 2002, which required that a participant 

meet the age and service requirements “as of his retirement date” in order to be 

entitled to a Supplemental Pension Benefit and the equivalent Sections 5.03 and 

2.42 of the 2006 Plan document, which require that a participant meet the age and 

service requirements “as of his date of termination of employment”, constitute a 

violation of (1) the collective bargaining agreement between the Company and 

UAW Local 2357 (the “union”), and (2) Section 204(g) of the Employee 

Retirement Income Security Act of 1974, as amended (“ERISA”). 

First of all, the Retirement Plans Committee (the “Committee”) does not 

believe that the change in wording made a substantive change to the Plan. It has 

always been the Committee’s understanding since the age requirement was added 

on July 1, 2002, that a participant had to have satisfied both the age and service 

requirement prior to termination of employment in order to be eligible for a 

Supplemental Pension Benefit. The Plan has always been administered in this 

manner. For example, no one has ever been allowed to receive an Early 

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Retirement Benefit (Plan Section 4.05) unless they met both the age and service 

requirements (age 60 and 10 years of service) prior to termination of employment. 

When the age requirement was first added to Plan Section 5.03 effective July 1, 

2002, the Union advised its members that they had to be age 58 with 30 years of 

service when they terminated employment in order to be eligible for this benefit. 

[DE 1-1 p. 110; 28-1 p. 9].1 In other words, the administrator is interpreting the pre-amendment 

language of the Plan as advanced by Plaintiffs, as is its province, and construing it as having the 

same meaning as the amended language. Plaintiffs’ argument that the administrator’s decision 

must be reviewed de novo and reversed because it did not interpret the correct language is thus 

unsupported by the record. The administrator is therefore entitled to deference as to its 

interpretation of this language. 

The Court must therefore determine whether the administrator was reasonable or acted 

arbitrarily and capriciously in interpreting the pre-amendment Plan as requiring employees to 

have met the age threshold prior to the termination of their employment in order to qualify for 

the Supplemental Benefit. The pertinent pre-amendment provisions stated as follows: 

Section 2.39. The term “Supplemental Retirement Date” shall mean, in 

the case of a Member (i) who has completed at least thirty (30) years of Service 

and Credited Service, (ii) who has attained age fifty-eight (58) as of his retirement 

date, (iii) who retired on or after July 1, 2002, and (iv) who elected to receive 

Supplemental Pension benefits in accordance with Section 4.08 of the Restated 

Plan or Article V of this Plan, the first day of the month coincident with or 

immediately following the date the Member elects to retire, but in no event prior 

to April 1, 1974, or later than the Member’s Normal Retirement Date. 

 

1

 The only decision letters that are actually in the record—in this action to review the 

administrator’s decisions—are those of Mr. Arambula and Mr. Woods. The parties have both 

argued, however, that each of the Plaintiffs’ letters was substantially the same, so the Court 

considers the parties to have conceded for these purposes that all of the letters included this 

language. [DE 1 ¶ 16 (“A copy of the denial letter sent to Plaintiff Arambula is attached hereto as 

Exhibit E. The other Plaintiffs received a denial letter containing the same terms.”); 27 p. 12 

(“[The Plan’s] denial of plaintiff Arambula’s appeal via a letter dated November 4, 2011 (Exhibit 

E), is typical of the denials on appeal of all plaintiffs except plaintiff Woods (his November 4, 

2011 letter (Exhibit 4) is identical to Exhibit E except for one omitted sentence in the second 

paragraph).”].

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Section 5.03. Upon the written application of the Member, a Member who 

has attained age fifty-eight (58) as of his retirement date and completed at least 

thirty (30) years of Service and Credited Service shall be retired as of a 

Supplemental Retirement Date. The Member shall receive an immediate 

Supplemental Pension Benefit, determined as provided below. 

[DE 1-1 pp. 77, 82 (emphasis added)].2 Defendants defend the reasonableness of the 

administrator’s interpretation by appealing to the common meaning of “retire,” arguing that as 

commonly understood, an employee must have some sort of active employment in order to retire 

from it. See OxfordDictionaries.com, http://english.oxforddictionaries.com/definition/retire (last 

visited October 4, 2013) (defining “retire” as to “leave one’s job and cease to work, typically 

upon reaching the normal age for leaving employment”); TheFreeDictionary.com, 

http://www.thefreedictionary.com/retire (last visited October 4, 2013) (defining “retire” as “To 

withdraw from one’s occupation, business, or office; stop working”). Because an employee has 

nothing left to retire from once their employment has been terminated, the latest possible date 

that can be considered their “retirement date” is the date their employment ends, they argue. 

Plaintiffs first respond by arguing that “there is nothing in the Plan that prohibits a 

Member from qualifying for the supplemental benefit if he has attained the required age ‘as of 

his retirement date,’” which they assume for these purposes can come after the date their 

employment has been terminated [DE 36 p. 6]. That may be so, but the question is not whether 

the administrator must have arrived at the conclusion it did, but merely whether it was reasonable 

in doing so. This argument is therefore inconsequential to whether the administrator would have 

 

2

 Other changes were also made at the time of the contested amendment, adding additional years 

of service and age combinations that qualify for the benefits, which Plaintiffs do not contest. 

Plaintiffs argue that the “as of his retirement date” qualifier would have applied to each of those 

age/service combinations rather than “as of his date of termination of employment,” which 

appears in the amended version, so the question remains whether it is reasonable to conclude that 

a “retirement date” cannot occur after an employee’s “date of termination of employment.”

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been reasonable in interpreting the provision that way unless something in the Plan contradicts 

this interpretation and makes it unreasonable. 

As to that issue, Plaintiffs cite the definition of “Early Retirement Date” as evidence that 

the Plan distinguishes between an employee’s retirement date and the termination of their 

employment. The Plan defines an employee’s “Early Retirement Date” based on “the later of

(a) the date such Member shall leave the employ of the Employer . . . or (b) the date the Member 

directs in writing shall be his Early Retirement Date.” [DE 1-1 p. 13 (emphasis added)]. Noting 

that an employee’s Early Retirement Date could potentially occur later than when they “leave the 

employ of the Employer,” Plaintiffs argue that the Plan contemplates that an employer can 

“retire” after their employment has been terminated, which would contradict the administrator’s 

interpretation. Plaintiffs’ argument falls short, however, because it fails to show that the 

administrator was unreasonable in declining to apply this alternative method of qualifying for 

Early Retirement to Supplemental Retirement Dates. An “Early Retirement Date” is one of five 

categories of retirement dates defined in the Plan, and is the only one that provides this 

alternative. “Supplemental Retirement Date,” in contrast, is based only on “the date the Member 

elects to retire.” [DE 1-1 p. 19]. It would not be unreasonable to suppose that where an Early 

Retirement Date expressly provides this alternative but a Supplemental Retirement Date does 

not, the Plan does not intend for this alternative to apply to the Supplemental Retirement Date. 

This is further supported by the fact that Supplemental Benefits are specifically tied to the 

Supplemental Retirement Date and not the Early Retirement Date: “A Supplemental Pension 

Benefit payable under the terms of this Article shall only be paid to a Member who retires on a 

Supplemental Retirement Date . . . .” [DE 1-1 p. 35 (emphasis added)]. Plaintiffs argue around 

this by trying to equate the Early Retirement and Supplemental Retirement Dates. Anyone who 

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qualifies for Supplemental Benefits also qualifies for Early Retirement Benefits, and because an 

Early Retirement Date can be based on the date the member directs in writing as his Early 

Retirement Date, an employee’s Supplemental Retirement Date can be as well, so they argue. 

This conclusion does not follow, however. Even assuming that all employees who qualify for 

Supplemental Benefits also qualify for Early Retirement Benefits, that does not mean that all 

employees who qualify for Early Retirement Benefits must also qualify for Supplemental 

Benefits. It would be in no way inconsistent for Supplemental Benefits to be more restricted than 

Early Retirement Benefits even where all employees that qualify for Supplemental Benefits also 

qualify for Early Retirement Benefits. 

Further, the fact that the age threshold contains any qualifier at all supports the 

administrator’s interpretation. The clause states that an employee must have “attained age fiftyeight (58) as of his retirement date.” Under the interpretation Plaintiffs advance, under which the 

employee would only need to reach the minimum age by the time they begin receiving benefits, 

the “as of his retirement date” clause could just as well be omitted entirely. Similarly, the age 

threshold is measured “as of his retirement date,” and not as of his Supplemental Retirement 

Date, indicating that “retirement date” could mean something other than simply the date an 

employee desires to start receiving the benefits, as Plaintiffs argue, such as the date their 

employment terminates, as the administrator interpreted it. 

On the whole, there is simply no basis for concluding that the administrator acted 

arbitrarily or capriciously in interpreting the Plan as requiring an employee to reach the relevant 

age threshold before the termination of their employment (whether by retirement or otherwise) in 

order to qualify for Supplemental Benefits. To the contrary, the administrator’s decision was 

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based on a reasonable explanation of relevant plan documents, so its interpretation will not be 

disturbed. 

2. Plaintiffs’ Employment Terminated on December 29, 2009 

Plaintiffs next argue that their employment did not actually terminate on December 29, 

2009, when the plant at which they worked was sold. Citing the arbitrator’s ruling, the 

administrator stated in the denial letters that “you would have had to . . . have met the applicable 

age and service requirement of Section 5.03 of the Plan on or before that date [December 28, 

2009], in order to be entitled to a Supplemental Pension Benefit.” [28-1 p. 9]. December 28, 

2009 was the last date the arbitrator held an employee could age into the Supplemental Benefits, 

given that Karl Schmidt Unisia sold the plant the next day, effectively terminating all employees’ 

employment at the plant. Plaintiffs make only a limited effort to contest this finding. They are 

correct in arguing that the arbitrator only addressed the employees’ rights under the Collective 

Bargaining Agreement, and did not interpret or rule on their rights under the Plan. However, 

though they argue that the arbitrator’s decision was not binding on the administrator, they cannot 

suggest that the administrator was arbitrary or capricious for concluding that their employment 

terminated on December 29, 2009, given the facts that Karl Schmidt Unisia sold the plant at 

which they worked on that date, and that the arbitrator concluded that the collective bargaining 

relationship terminated on that date. Therefore, because it is possible to offer a reasoned 

explanation, based on the evidence, for this particular outcome, the administrator’s conclusion as 

to the date Plaintiffs’ employment terminated was not arbitrary or capricious. 

3. Only Mr. Woods Met the Age and Service Thresholds at the Time of His 

Retirement 

All that is left, then, is to determine whether each of the Plaintiffs met the age and service 

thresholds at the time of the termination of their employment so as to qualify for the 

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Supplemental Benefits they seek. All of the Plaintiffs except for Mr. Woods concede that as of 

December 28, 2009, they had not yet reached the applicable age minimums for the Supplemental 

Benefits. [DE 1 ¶¶ 14, 15]. Accordingly, they did not qualify for the Supplemental Benefits 

under the Plan, and the administrator’s denial of their claims was not arbitrary or capricious. 

Their claims under ERISA must therefore be denied. 

The parties agree, however, that Mr. Woods in fact met both the age and service 

requirements at the time his employment was terminated. [DE 10 ¶ 14]. Upon reaching the age 

threshold to qualify for Supplemental Benefits, Mr. Woods submitted his retirement papers on 

December 17, 2009. Pursuant to the Plan, a Member’s Supplemental Retirement Date is “the first 

day of the month coincident with or immediately following the date the Member elects to retire.” 

[DE 1-1 p. 19]. In Mr. Woods’ case, that would be January 1, 2010. Thus, even though 

Defendants admit that Mr. Woods met both the age and service thresholds in order to qualify for 

Supplemental Benefits, they denied his claim based on the fact that his Supplemental Retirement 

Date would not have been until after Karl Schmidt Unisia sold its Fort Wayne plant. 

However, Defendants draw no connection whatsoever between this event and its 

supposed significance to Mr. Woods’ entitlement to the benefits for which he was eligible under 

the Plan. Defendants do not cite any provision in the Plan that attributes any meaning to the fact 

that the plant was sold between the time Mr. Woods submitted his retirement papers and the date 

his benefits would have begun. Defendants instead resort to a strained interpretation of the 

arbitration decision to justify this position. The holding of the arbitration was that employees 

who met both the age and service requirements for Supplemental Benefits as of December 29, 

2009, the day the plant was sold, were entitled to the Supplemental Benefits under the collective 

bargaining agreement, even if they only reached the age requirement while they were on “layoff” 

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status. The arbitrator based its conclusion that the employees’ employment was terminated on 

December 29, 2009 on the fact that the plant was sold that day, which the arbitrator interpreted 

as resulting in the termination of the collective bargaining relationship. Because the collective 

bargaining relationship had terminated by the date when Mr. Woods would have begun to 

receive his Supplemental Benefits, Defendants argue, he is not entitled to receive them. 

This line of reasoning strays far enough away from the plain language of the Plan as to 

easily justify the conclusion that this position is arbitrary, capricious, and “downright 

unreasonable.” Mr. Woods met the only two requirements in the Plan to be eligible for the 

Supplemental Benefits prior to his retirement. In denying his claim, Defendants essentially try to 

graft an additional eligibility requirement into the Plan, requiring that the collective bargaining 

agreement also be in effect on the Supplemental Retirement Date when the employee begins to 

receive his benefits. The Plan states that any member that meets the eligibility requirements—

age and years of service—“shall be retired as of a Supplemental Retirement Date” and “shall

receive an immediate Supplemental Pension Benefit.” [DE 1-1 p. 35 (emphasis added)]. The 

Supplemental Retirement Date is the first day of the month “following the date the Member 

elects to retire.” [DE 1-1 p. 19]. There is no provision from which the administrator could have 

reasonably interpreted a requirement that the plant not be sold or that the collective bargaining 

relationship not be interrupted between the time the Member has met all the eligibility 

requirements and taken all of the action required of them, and the time their benefits begin 

coming due. 

Therefore, Defendants cannot show that it is possible to offer a reasoned explanation, 

based on the evidence, for this particular outcome, that the decision was based on a reasonable 

explanation of relevant plan documents, or that the administrator based its decision on a 

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consideration of the relevant factors that encompass the important aspects of the problem. As a 

result, its decision was arbitrary and capricious, and must be overturned. Mr. Woods is 

accordingly entitled to receive his Supplemental Benefits under the Plan. 

Finally, Plaintiffs requested an award of “unreduced basic benefits under the Pension 

Plan” in their motion for summary judgment [DE 24]. However, the briefing on the motions 

focuses exclusively on Supplemental Benefits, as does the complaint. There is also nothing in the 

record indicating whether Plaintiffs applied for or received “unreduced basic benefits,” and the 

Plaintiffs’ appeals to the administrator and the administrator’s decision letters only refer to 

Supplemental Benefits. Therefore, without any evidence in the record or briefing as to this issue, 

the Court declines to address this request. 

B. Plaintiffs’ Claims under the Labor Management Relations Act 

As previously discussed, Plaintiffs’ Labor Management Relations Act count encompasses 

two separate claims. The claim relating to the allegedly improper amendment of the Plan fails 

because, as addressed previously, the amendment did not make a substantive change to the Plan 

or affect any of the Plaintiffs’ rights. Additionally, because this was not a substantive change, the 

Plan expressly authorizes Karl Schmidt Unisia to make such changes. Specifically, the Plan 

permits the employer to amend the Plan at any time so long as it does not, in pertinent part, 

“eliminate or reduce an early retirement benefit or eliminate or reduce a subsidy with respect to a 

Member who satisfies (either before or after the amendment) the preamendment conditions for 

the subsidy.” [DE 1-1 p. 57]. Because the amendment at issue did not reduce or eliminate any 

benefit or subsidy, the amendment was wholly authorized and was in compliance with the terms 

negotiated through the collective bargaining process. 

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As to Mr. Woods’ claim to enforce the arbitration award under the collective bargaining 

agreement, however, he has proven his entitlement to the “Thirty and Out” benefits. The 

arbitrator held as follows: 

Therefore, laid off employees who did not lose seniority pursuant to Section 6.02 

of the collective bargaining agreement and who met the service requirement for 

“30-and out” under Section 13.01 of the collective bargaining agreement but who 

only met the age requirement for “30-and-out” under 13.01 of the collective 

bargaining agreement while on layoff and who retired only after meeting the age 

requirement are entitled to receive supplemental benefits pursuant to Section 

13.01 of the collective bargaining agreement. The Company violated the 

collective bargaining agreement by denying supplemental benefits to such laid off 

employees. 

[DE 1-1 p. 106–07]. The arbitrator accordingly ordered that: 

[T]he Company shall commence paying supplemental benefits to retirees under 

the collective bargaining agreement who were laid off and who met the service 

requirement for “30-and-out” under Section 13.01 of the collective bargaining 

[sic] prior to layoff but who met the age requirement for “30-and-out” under 

Section 13.01 [sic] the collective bargaining agreement after the layoff and on the 

date of retirement, whose seniority did not terminate pursuant to Section 6.02 of 

the collective bargaining agreement, and who retired on or before December 28, 

2009. 

[DE 1-1 pp. 107–08]. The arbitrator further ordered that all such employees be made whole for 

any Thirty and Out benefits they should have received already. [DE 101 p. 108]. 

The Defendants do not contest that Mr. Woods met the applicable years of service 

requirement and that he retired only after meeting the age requirement, even though he met that 

requirement while on layoff. [DE 10 ¶ 14]. However, they refused to pay Mr. Woods his 

supplemental benefits under the arbitration award since under the Plan’s definition of 

“Supplemental Retirement Date,” Mr. Woods “retired” as of January 1, 2010—the first day of 

the month following the date he elected to retire—which was after December 28, 2009. As 

Plaintiffs correctly point out, however, there is no indication that the arbitrator used the term 

“retire” in the arbitration award according to its definition in the Plan. Rather, his decision was 

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strictly limited to the collective bargaining agreement, and he expressly disavowed any reliance 

on or interpretation of the Plan. [DE 1-1 p. 99 (“Thus, this Opinion and Award will be limited to 

interpreting the collective bargaining agreement.”), 103 (refusing to interpret the word 

“termination” as used in the Plan)]. In doing so, he also expressly rejected the company’s 

argument that the Plaintiffs’ entitlement to supplemental benefits was governed only by the Plan. 

[DE 1-1 p. 99]. Plaintiffs’ interpretation of the arbitration decision is further supported by the 

fact that it references employees who retired “on or before December 28, 2009.” [DE 1-1 p. 107–

08 (emphasis added)]. If the arbitrator was in fact transposing the Plan’s retirement date into the 

collective bargaining agreement, referencing a retirement “on” December 28, 2009 would have 

been extraneous, as it is only possible to retire as of the first of a month under the Plan. [DE 1-1 

p. 18]. 

The Defendants justify their refusal to pay Mr. Woods these benefits based on their 

interpretation of the arbitration award as meaning that “after December 29, 2009, when it comes 

to the CBA, all bets are off.” [DE 35 p. 14]. This is not an accurate reading of the decision. The 

decision based whether employees could continue aging into the supplemental benefits on 

whether they retained their seniority under the collective bargaining agreement. Thus, the impact 

of the termination of the collective bargaining relationship was that employees no longer retained 

their seniority after that time and therefore could not continue aging into the benefits, not that 

they lost all of their rights under the agreement. In any event, the arbitrator did not hold that the 

collective bargaining agreement itself terminated on the date of the sale of the plant, just that the 

employee–employer relationship between the parties ceased since the employees’ employment at 

the Fort Wayne plant would not continue after that date. [DE 1-1 p. 106]. As Defendants 

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admitted, the term of the collective bargaining agreement itself continued until June 2011, [DE 

10 ¶ 7] which was well after Mr. Woods’ benefits should have commenced. 

In conclusion, Mr. Woods had already aged into the supplemental benefits and met the 

years of service requirement at the time he retired, so he is entitled to receive the Thirty and Out 

benefits under the agreement—the same benefits as his Supplemental Benefits under the Plan—

pursuant to the arbitration award. 

IV. Conclusion 

For the foregoing reasons, both Plaintiffs’ [DE 24] and Defendants’ [DE 26] motions for 

summary judgment are GRANTED in part and DENIED in part. Summary judgment is 

GRANTED in favor of the Defendants and against each of the Plaintiffs EXCEPT for Lane 

Woods. However, summary judgment is GRANTED in favor of Lane Woods and against Karl 

Schmidt Unisia, Inc., as to Count I, and in favor of Lane Woods and against the Karl Schmidt 

Unisia, Inc. Zollner Division Hourly Pension Plan as to Count II. In addition, the Court 

ACCEPTS the parties’ stipulation as to the authenticity of the exhibits [DE 29]. Finally, since the 

parties’ filings sufficiently addressed the issues raised by the motions and resolved herein, there 

is no need to have an oral argument, and therefore, the Court DENIES Plaintiffs’ Motion for Oral 

Argument [DE 37]. 

 SO ORDERED. 

ENTERED: October 21, 2013 

 /s/ JON E. DEGUILIO 

 Judge 

 United States District Court 

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