In the

United States Court of Appeals

For the Seventh Circuit ____________________

No. 19-1601

HAROLD STONE, et al.,

Plaintiffs-Appellees,

v.

SIGNODE INDUSTRIAL GROUP LLC and

ILLINOIS TOOL WORKS INC.,

Defendants-Appellants.

____________________

Appeal from the United States District Court for the

Northern District of Illinois, Eastern Division.

No. 1:17-cv-05360 — Thomas M. Durkin, Judge.

____________________

ARGUED SEPTEMBER 19, 2019 — DECIDED NOVEMBER 20, 2019

____________________

Before SYKES, HAMILTON, and BRENNAN, Circuit Judges.

HAMILTON, Circuit Judge. Defendant Signode Industrial 

Group LLC assumed an obligation to pay health-care benefits 

to a group of retired steelworkers and their families. Signode 

then exercised its right to terminate the underlying benefits 

agreement. When it terminated the agreement, Signode also 

stopped providing the promised benefits to the retired steelworkers and their families, despite contractual language 
2 No. 19-1601

providing that benefits would not be “terminated ... notwithstanding the expiration” of the underlying agreement. This 

appeal presents a single question of contract interpretation: 

whether the agreement in question provided for vested benefits that would survive the agreement’s termination. We hold 

that the contract provided for vested lifetime benefits and affirm the district court’s permanent injunction ordering Signode to reinstate the retirees’ benefits.

I. Factual and Procedural Background

The key language relevant to this dispute comes from a 

1994 agreement and its 2002 successor. First, we describe the 

two agreements and their contexts, focusing on the disputed 

“Continuation of Coverage” and “Term of this Agreement” 

provisions. We then describe the events that followed the execution of the 2002 agreement and led to this lawsuit.

A. The Riverdale Plant and the Pensioners’ Agreements

Plaintiffs Harold Stone and John Woestman worked for 

decades at the Acme Packaging Corporation plant in 

Riverdale, Illinois. While they worked at the Riverdale plant, 

they were represented by the union-plaintiff—United Steel, 

Paper and Forestry, Rubber, Manufacturing, Energy, Allied 

Industrial and Service Workers International Union, AFLCIO-CLC.

On January 1, 1994, Acme and the union entered into a 

“Pensioners’ and Surviving Spouses’ Health Insurance Agreement.” The 1994 Pensioners’ Agreement provided health insurance benefits to retirees with at least fifteen years of continuous service and to their families. The Agreement’s “Continuation of Coverage” provision said:
No. 19-1601 3

Any Pensioner or individual receiving a Surviving Spouse’s benefit who shall become covered 

by the Program established by this Agreement 

shall not have such coverage terminated or reduced (except as provided in this Program) so 

long as the individual remains retired from the 

Company or receives a Surviving Spouse’s benefit, notwithstanding the expiration of this 

Agreement, except as the Company and the Union may agree otherwise.

The next provision was titled “Term of this Agreement.” It 

read: “This Agreement shall become effective as of January 1, 

1994 and shall remain in effect until December 31, 1999 and 

thereafter subject to the right of either party on 120 days written notice served on or after September 1, 1999 to terminate 

this Agreement.”

The 1994 Pensioners’ Agreement remained in effect until 

2002, when Acme Packaging was going through bankruptcy. 

Acme negotiated a settlement agreement with the union to 

ease some of its financial obligations. As a part of the settlement, Acme and the union replaced the 1994 Pensioners’ 

Agreement with a nearly identical successor called the 2002 

Pensioners’ Agreement. It left the Coverage Provision intact 

and modified the Term Provision only to move the earliest termination date back to February 29, 2004, providing that the 

agreement “shall remain in effect until February 29, 2004, 

thereafter subject to the right of either party on one hundred 

and twenty (120) days written notice served on or after November 1, 2003 to terminate the ‘Pensioners’ and Surviving 

Spouses’ Health Insurance Agreement.’” The 2002 Pensioners’ 

Agreement and the larger settlement of which it was a part 
4 No. 19-1601

were approved by the bankruptcy court in February 2002, and 

Acme Packaging emerged from bankruptcy in November 

2002.

In October 2003, defendant-appellant Illinois Tool Works 

(ITW) acquired the Riverdale plant from Acme and assumed 

its obligations under the 2002 Pensioners’ Agreement. In 

April 2004, ITW decided to close the plant permanently and 

entered into an agreement with the union establishing the 

terms of the closure. Operations ceased completely in August 

2004. For over a decade after the plant closed, ITW continued 

to administer the health insurance program pursuant to the 

2002 Agreement, providing health-care coverage for Stone, 

Woestman, other Riverdale retirees, and their families.

B. This Lawsuit

In 2014, ITW created a new entity, Signode Industrial 

Group LLC, and transferred its obligations under the 2002 

Pensioners’ Agreement to Signode. It then sold Signode to 

The Carlyle Group L.P. Signode continued to provide benefits 

under the Agreement until August 2015, when it notified the 

union that “effective January 1, 2016, the [health-care program] and the Agreement will terminate and participants will 

no longer be eligible for benefits thereunder.” It notified the 

beneficiaries the next day. The union protested Signode’s unilateral termination of benefits, citing the “notwithstanding expiration” language of the 2002 Agreement. Signode went 

ahead and discontinued the pensioners’ health-care plan. It 

has not provided Riverdale retirees or their families with benefits since the end of 2015.

Plaintiffs Stone and Woestman filed this suit on behalf of 

a proposed class of similarly situated Riverdale retirees, their 
No. 19-1601 5

dependents, and surviving spouses entitled to health-care 

benefits under the 2002 Agreement. They alleged that ITW 

and Signode had breached the 2002 Agreement in violation of 

both § 301 of the Labor-Management Relations Act, 29 U.S.C. 

§ 185, and § 502(a)(1)(B) of the Employee Retirement Income 

Security Act of 1974 (ERISA), 29 U.S.C. § 1132(a)(1)(B). The 

union sued for breach of the 2002 Agreement under § 301 of 

the LMRA.

Both sides moved for summary judgment. The district 

court granted plaintiffs’ motion and denied defendants’ motion, holding that the 2002 Agreement did not give Signode 

the right to terminate the benefits. The district court entered a 

permanent injunction ordering Signode to reinstate healthcare benefits under the 2002 Agreement. The district court has 

not yet acted on the issue of class certification or entered a final judgment, but we have jurisdiction over the defendants’ 

appeal of the injunction under 28 U.S.C. § 1292(a). A motions 

panel of this court stayed the injunction pending appeal. After 

full briefing and argument on September 19, 2019, this panel 

vacated the stays.1

II. Analysis

The only question before us is whether the health-care 

benefits provided by the 2002 Pensioners’ Agreement survived the termination of that agreement. We review a district 

court’s grant of a permanent injunction for abuse of discretion. Minnesota Mining & Manufacturing Co. v. Pribyl, 259 F.3d 

587, 597 (7th Cir. 2001). However, legal conclusions underlying the grant of a permanent injunction, including issues of 

 1 On November 1, 2019, the district court ordered defendants to restore the health-care benefits no later than January 1, 2020.
6 No. 19-1601

contract interpretation, are reviewed de novo. Id.; Soarus L.L.C. 

v. Bolson Materials International Corp., 905 F.3d 1009, 1011 (7th 

Cir. 2018).2

A. Principles of Interpretation

ERISA does not require that retiree health-care benefits be 

vested. Vesting of health-care benefits is determined according to ordinary principles of contract law. M & G Polymers 

USA, LLC v. Tackett, 135 S. Ct. 926, 933 (2015); see also Barnett 

v. Ameren Corp., 436 F.3d 830, 832 (7th Cir. 2006), quoting Pabst 

Brewing Co. v. Corrao, 161 F.3d 434, 439 (7th Cir. 1998) (“[I]f 

[benefits] vest at all, they do so under the terms of a particular 

contract.”). Tackett and its successor, CNH Industrial N.V. v. 

Reese, 138 S. Ct. 761 (2018), endorsed the application of ordinary principles of contract law in such cases, and they rejected 

the “Yard-Man” presumptions in favor of vesting that the 

Sixth Circuit established in International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America 

v. Yard–Man, Inc., 716 F.2d 1476 (6th Cir. 1983), and developed 

in subsequent cases. In particular, the Supreme Court in Tackett and Reese rejected the presumption of lifetime vesting 

 

2 Because the permanent injunction was based on a legal conclusion 

in the grant of summary judgment and this appeal challenges that conclusion, we must decide that legal issue in this appeal. See Stone v. Signode 

Industrial Group, LLC, 365 F. Supp. 3d 957 (N.D. Ill. 2019) (granting summary judgment to plaintiffs). In other words, we have jurisdiction under 

28 U.S.C. § 1292(a) to review the relevant legal reasoning of the grant of 

summary judgment insofar as it is necessary to review the permanent injunction even though we do not have jurisdiction over the grant of summary judgment itself. Cf. Cross Medical Products, Inc. v. Medtronic Sofamor 

Danek, Inc., 424 F.3d 1293, 1301 (Fed. Cir. 2005) (asserting jurisdiction over 

the grant of summary judgment itself under similar circumstances);

LaVine v. Blaine School Dist., 257 F.3d 981, 987 (9th Cir. 2001) (same).
No. 19-1601 7

where “a contract is silent as to the duration of retiree benefits.” Tackett, 135 S. Ct. at 937; Reese, 138 S. Ct. at 763. The Supreme Court emphasized that “contractual obligations will 

cease, in the ordinary course, upon termination of the bargaining agreement.” Tackett, 135 S. Ct. at 937, quoting Litton 

Financial Printing Div., Litton Business Systems, Inc. v. NLRB, 

501 U.S. 190, 207 (1991). Tackett and Reese are consistent with 

the approach we have taken for decades. See, e.g., Cherry v. 

Auburn Gear, Inc., 441 F.3d 476, 481 (7th Cir. 2006), citing Bidlack v. Wheelabrator Corp., 993 F.2d 603, 606–07 (7th Cir. 1993) 

(en banc), and Pabst, 161 F.3d at 439 (“Unless a contract provides for the vesting of benefits, the presumption is that benefits terminate when a collective bargaining agreement 

ends.”). 

Employers, employees, and unions are free, however, to 

provide that health-care benefits will survive the underlying 

agreement, so that promised lifetime benefits will indeed survive for a lifetime. Tackett and Reese teach that courts may not 

infer vesting from silence but also indicate that courts should

find vesting where the contract provides for it: “a collectivebargaining agreement [may] provid[e] in explicit terms that 

certain benefits continue after the agreement’s expiration.” 

Tackett, 135 S. Ct. at 937, quoting Litton, 501 U.S. at 207 (alterations in Tackett). The contract may also provide for vesting 

through implied terms: “‘[C]onstraints upon the employer after the expiration date of a collective-bargaining 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 938 (Ginsburg, J., concurring), quoting Litton, 501 U.S. at 203, 207; accord, Reese, 138 S. Ct. at 765 (observing that a court may look to “explicit terms, implied 

terms, or industry practice” for indications of vesting). And if 
8 No. 19-1601

the contract is ambiguous—due to either a patent or latent 

ambiguity—extrinsic evidence may be considered in determining whether the parties intended benefits to vest. Reese, 

138 S. Ct. at 765; see also Rossetto v. Pabst Brewing Co., 217 F.3d 

539, 545–46 (7th Cir. 2000) (looking to similar agreements with 

same employer and identical agreements within industry to 

find latent ambiguity on duration of health-care benefits).

B. Interpretation of the 2002 Pensioners’ Agreement

The 2002 Pensioners’ Agreement unambiguously provided retirees with vested lifetime health-care benefits. The 

Coverage Provision said as plainly as possible that coverage 

would survive expiration of the Agreement. Contrary to defendants’ arguments, the Term Provision did not transform 

the right to terminate the Agreement itself into a loophole that 

nullified the plain promise that benefits would survive expiration of the Agreement. And even if the Agreement were ambiguous, industry usage and the behavior of the parties here 

provide enough evidence to support vesting such that resolution of any ambiguity in favor of the plaintiffs as a matter of 

law would still be correct.

1. The Vesting Language for Continuation of Coverage 

The Agreement’s Continuation of Coverage paragraph 

provided that covered individuals “shall not have such coverage 

terminated or reduced (except as provided in this Program) ... 

notwithstanding the expiration of this Agreement, except as the 

Company and the Union may agree otherwise.” (Emphasis 

added.)

This language made clear that the promised health-care 

benefits vested, i.e., they would survive the termination of the 

underlying agreement. In Tackett, the Supreme Court 
No. 19-1601 9

endorsed this approach: vested benefits are created when an 

agreement “provid[es] in explicit terms that certain benefits 

continue after the agreement’s expiration.” 135 S. Ct. at 937, 

quoting Litton, 501 U.S. at 207. That is precisely what the 2002 

Pensioners’ Agreement did.

If more support were needed, cases addressing similar 

language provide persuasive support for the plaintiffs’ position. In United Steelworkers of America, AFL-CIO-CLC v. Connors Steel Co., the Eleventh Circuit held that an identical continuation-of-coverage provision created vested benefits. 855 

F.2d 1499, 1505 (11th Cir. 1988) (“shall not have such coverage 

terminated or reduced ... so long as the individual remains 

retired from the company or receives a surviving spouse’s 

benefit, notwithstanding the expiration of this agreement”). 

Contrary to defendants’ representations in their briefs and at

oral argument, the contract in Connors Steel also included a 

termination provision like the one in the 2002 Pensioners’ 

Agreement. Id. at 1502 (“Except as otherwise provided below, 

this Agreement shall terminate [upon] the expiration of sixty 

days after either party shall give written notice of termination 

to the other party but in any event shall not terminate earlier 

than September 1, 1983.”). In Keffer v. H.K. Porter Co., the 

Fourth Circuit held that materially identical continuation-ofcoverage language also provided vested benefits. 872 F.2d 60, 

63 (4th Cir. 1989).3

 

3 Defendants suggest that the persuasive force of Connors Steel

and H.K. Porter Co. is tainted by reliance on the Yard-Man inferences 

later rejected by the Supreme Court in Tackett and Reese. We disagree; these cases did not depend on Yard-Man. Connors Steel held 

that the unambiguous language of the agreement provided benefits, explained that this interpretation was consistent with Yard-
10 No. 19-1601

We have described the agreements in Connors Steel and 

H.K. Porter Co. as “specifically provid[ing] that the employer 

was obligated to continue making benefit contributions after 

the agreement expired,” albeit in the context of differentiating 

them from a contract that did not vest benefits. Int'l Ass'n of 

Bridge, Structural & Ornamental Iron Workers, Shopmen's Div., 

Local No. 473 v. SR Industries Corp., 940 F.2d 665 (7th Cir. 1991) 

(table of decisions without reported opinions), 1991 WL 

151901, at *4 (7th Cir. Aug. 9, 1991).

2. The Term Provision

To avoid the clear language providing health-care benefits 

that survive the expiration of the 2002 Agreement, defendants 

rely on the Term Provision. But the Term Provision only provides the means of expiration (contemplated in the vesting 

language of the Coverage Provision) by permitting either 

party “to terminate the ‘Pensioners’ and Surviving Spouses’ 

Health Insurance Agreement.’” The Coverage Provision established that the promised health-care coverage and the underlying Agreement would run independently—that the 

 

Man, and then clarified that the case for vesting was stronger than 

in Yard-Man because of the explicit vesting language identical to the 

language here. 855 F.2d at 1505. H.K. Porter Co. indicated only that 

the court’s determination—based on “the language in the parties’ 

agreements” and the conduct of the employer—was consistent with

Yard-Man. 872 F.2d at 64. The Fourth Circuit later clarified that “the 

reference to Yard-Man was not necessary to [the holding in H.K. Porter Co.] that the specific language of the CBA showed the parties 

intended for benefits to continue beyond the expiration of the 

agreement.” Dewhurst v. Century Aluminum Co., 649 F.3d 287, 291–

92 (4th Cir. 2011).
No. 19-1601 11

duration of the coverage was not limited to the term of the 

Agreement. Terminating the Agreement while leaving coverage intact was consistent with the vested benefits established 

by the Coverage Provision. Indeed, separating the term of 

coverage from the term of the Agreement clearly signaled that 

it was possible—actually, expected—that the Agreement 

could end without affecting the continued health-care coverage. That is what the Term Provision did.

Defendants argue that the term provision provided an exception to the promise that coverage would persist “notwithstanding expiration” of the 2002 Agreement and that their obligation to provide health-care benefits was extinguished 

upon termination of the Agreement. This interpretation of the 

Term Provision conflicts with the Coverage Provision and disregards ordinary principles of contract interpretation. Cf. Barnett, 436 F.3d at 833 (“Contractual provisions must be read in 

a manner that makes them consistent with each other.”). 

Defendants rely on cases that addressed contracts that included both “lifetime” language and reservation-of-rights 

clauses expressly allowing alteration or termination of benefits—but all without what we see here, express statements extending benefits beyond the term of agreement. See Barnett, 

436 F.3d at 834 (agreement explicitly reserved employer’s 

right to “‘take such action as may be necessary to modify and 

to continue for the life of the Labor Agreement’ the provisions of 

the health-care plan”); Vallone v. CNA Financial Corp., 375 F.3d 

623, 638 (7th Cir. 2004) (agreement allowed employer “to prospectively alter or amend its welfare benefits offered to retirees, 

even after retirement”); Int'l Union of United Auto., Aerospace & 

Agric. Implement Workers of Am. v. Rockford Powertrain, Inc., 350 

F.3d 698, 703 (7th Cir. 2003) (agreement “reserve[d] the right 
12 No. 19-1601

to modify, amend, suspend or terminate [benefits] at any 

time”). 

These cases teach that “lifetime” language that might appear upon first reading to vest benefits should not be interpreted to do so if another provision reserves rights that are 

inconsistent with vesting. This lesson, painfully applied in 

many cases, does not apply here because the parties to the 

2002 Agreement followed the lesson and made clear that the 

health-care benefits would survive the termination of that 

agreement. The Term Provision is not at all inconsistent with 

vesting. The entire purpose of the “notwithstanding expiration” language is to establish that termination of the Agreement would not extinguish the benefits it promised.

To try to create a conflict in need of resolution, defendants 

also propose that the Term Provision should be read to create 

an implicit exception to the vesting rule of the Coverage Provision because the Term Provision would otherwise be superfluous. This argument fails on several grounds. 

First, even if this reading did render the Term Provision 

practically superfluous, this would not be enough to compel 

a tortured reading of the Coverage Provision that would nullify the parties’ clearly expressed choice to create vested retirement health-care benefits. The principle that contracts 

should be interpreted to avoid rendering language superfluous or redundant is not absolute. Rather, it is a preference to 

be employed to the extent possible given the range of reasonable meanings that can be ascribed to the contractual language. See 11 R. Lord, Williston on Contracts § 32:5 (4th ed., 

July 2019 update) (“An interpretation which gives effect to all 

provisions of the contract is preferred to one which renders 

part of the writing superfluous, useless or inexplicable. A 
No. 19-1601 13

court will interpret a contract in a manner that gives reasonable meaning to all of its provisions, if possible.”); see also 

GNB Battery Techs., Inc. v. Gould, Inc., 65 F.3d 615, 622 (7th Cir. 

1995) (“A contractual interpretation that gives reasonable 

meaning to all of the terms in an agreement is preferable to an 

interpretation which gives no effect to some terms.”). Given 

the clarity of the vesting language and the coherence of the 

contractual scheme under the more natural reading of the 

contract, defendants’ position is not persuasive.

Second, the superfluity argument at best cuts both ways. 

If the Term Provision were read to allow the termination of 

benefits provided by the Agreement, then it would render superfluous the “notwithstanding the expiration of the Agreement” language in the Coverage Provision. What would be

the point of establishing that benefits survive expiration of the 

Agreement if the only contractual provision for terminating 

the Agreement also terminated the benefits? 

Third, the Term Provision simply is not superfluous when 

read—consistent with the vesting language of the Coverage 

Provision—to allow only for the termination of the Agreement and not of the benefits it provides to those already eligible for them. Collective bargaining agreements generally terminate at some point, giving the parties the opportunity to 

renegotiate. For retirement health-care benefits, this gives employers and employees the opportunity to change the scope 

of benefits for future retirees. As a general rule, an agreement 

like this one covers only those who retire while it is still in 

effect. If ITW had not closed the plant in 2004, it might have 

decided to scale back retirement benefits promised in the 2002 

Pensioners’ Agreement and exercised its termination right to 
14 No. 19-1601

force the negotiation of a new Pensioners’ Agreement, for future retirees. 

The case law in this area—and indeed our very understanding of what it means for benefits to vest—is built upon 

the idea that collective bargaining agreements do not last forever. That is implicit in the Supreme Court’s observation that 

“provid[ing] in explicit terms that certain benefits continue after the agreement’s expiration” vests those benefits. Tackett, 

135 S. Ct. at 937, quoting Litton 501 U.S. at 207. It is also implicit in our cases. See, e.g., Auburn Gear, 441 F.3d at 481 (“Unless a contract provides for the vesting of benefits, the presumption is that benefits terminate when a collective bargaining agreement ends.”). 

The Term Provision here was nothing more than a durational limit. Instead of setting a firm end date to the 2002 Pensioners’ Agreement, it used a unilateral termination right to 

give the parties flexibility to extend the Agreement past a soft 

termination date. Defendants’ superfluity theory—which by 

its reasoning would apply to all durational limits on benefits 

agreements—would lead to the impractical conclusion that 

no health-care benefits program could create vested benefits 

if it even contemplated the expiration of the agreement. The 

better reading of the 2002 Pensioners’ Agreement thus favors 

plaintiffs.

3. Extrinsic Evidence

Even if the contract were ambiguous on the vesting issue, 

undisputed evidence of industry usage and the behavior of 

the parties makes clear that they understood the Agreement 

provided vested pension benefits. We interpret collective bargaining agreements in light of “relevant industry-specific 
No. 19-1601 15

‘customs, practices, usages, and terminology.’” Tackett, 135 S. 

Ct. at 937–38 (Ginsburg, J., concurring), quoting 11 R. Lord, 

Williston on Contracts § 30:4, pp. 55–58 (4th ed. 2012); accord, 

Reese, 138 S. Ct. at 765 (“when a contract is ambiguous, courts 

can consult extrinsic evidence to determine the parties’ intentions”). We have applied this principle to interpret collective 

bargaining agreements in light of similar agreements with 

other employers. In Rossetto v. Pabst Brewing Co., 217 F.3d 539 

(7th Cir. 2000), we interpreted a collective bargaining agreement between a brewery and the union of the plaintiff machinists. That agreement did not provide expressly for vesting 

and was silent regarding duration. Id. at 544–45. Nevertheless, 

we held that extrinsic evidence showed there was a latent ambiguity in the contract; we reversed summary judgment and 

remanded for trial. Id. at 545–47. We also found that another 

employer’s continued provision of benefits under an identical 

but expired contract amounted to substantial evidence supporting the plaintiff-employees’ interpretation of the agreement as promising vested benefits. Id. at 546. 

The Steelworkers’ agreements in Connors Steel and H.K. 

Porter Co.—and the Eleventh and Fourth Circuits’ holdings 

that those agreements vested health-care benefits—provide 

compelling evidence of industry-specific usage here. See 

Transportation-Commc'n Employees Union v. Union Pacific R.R. 

Co., 385 U.S. 157, 161 (1966) (“In order to interpret such an 

agreement it is necessary to consider the scope of other related 

collective bargaining agreements, as well as the practice, usage and custom pertaining to all such agreements.”). For 

years before the negotiation of the 1994 Pensioners’ Agreement here, the union used similar language in its health-care 

benefits agreements with other employers in the steel industry. Both the Fourth and Eleventh Circuits concluded that 
16 No. 19-1601

such language created a vested right to health-care benefits. 

We characterized these agreements similarly in SR Industries 

Corp., 940 F.2d 665, 1991 WL 151901, at *4. 

Based on these precedents, the parties to the 2002 Pensioners’ Agreement would have reasonably understood the language they chose to have the same effect it had been given by 

those courts. The background provided by these other agreements in the industry and their interpretation by courts support plaintiffs’ interpretation, just as the provision of benefits 

in the parallel agreement in Rossetto supported the plaintiffemployees in that case.

This principle is similar to the prior-construction canon in 

statutory interpretation. See Antonin Scalia & Bryan Garner, 

Reading Law 322 (2012) (“If a statute uses words or phrases 

that have already received ... uniform construction by inferior 

courts ... they are to be understood according to that construction.”). While contract interpretation differs from statutory interpretation in some ways, this principle applies in 

both: the actions of courts have given the phrase a meaning 

that parties knowledgeable in the relevant areas of law are 

presumed to use. See id. at 324.

The actions of a key Acme and ITW manager also reflect 

an understanding that benefits would vest. “How the parties 

to a contract actually perform their contractual undertakings 

is often ... persuasive evidence of what the parties understood 

the contract to require.” Zielinski v. Pabst Brewing Co., 463 F.3d 

615, 618 (7th Cir. 2006); see also, e.g., Mercury Sys., Inc. v. 

Shareholder Representative Servs., LLC, 820 F.3d 46, 52 (1st Cir. 

2016) (applying Massachusetts law) (“Extrinsic evidence may 

include the parties’ ... course of performance under the contract.”). Here, Anthony Kuchta was a benefits program 
No. 19-1601 17

administrator for Acme and ITW who helped negotiate the 

1994 Pensioners’ Agreement, the 2002 Pensioners’ Agreement, and the 2004 Closing Agreement. He testified not only 

that he understood the 2002 Pensioners’ Agreement to create 

vested lifetime benefits, but also that he advised employees 

that if they wanted those benefits, “they must retire under the 

2002 Pensioners’ Agreement and should do so before the ‘last 

day’ when the plant closed and the 2002 Pensioners’ Agreement expired.” 

In other words, a manager who played a significant role in 

benefits administration—and who signed the 2004 Closing 

Agreement with the union—assured employees that the 

health-care benefits would last for their lifetimes, but only if 

they retired under the 2002 Agreement. This is not inadmissible, 

self-serving testimony offered in an attempt to vary the meaning of an unambiguous contract. Cf. Rossetto, 217 F.3d at 546. 

The testimony came from a now-neutral non-party who participated in negotiations on the side of the employer. Defendants have not rebutted this testimony, which is all the more

powerful because the contemporaneous statements it describes invited employees to rely upon them when making retirement decisions.

The permanent injunction issued by the district court is 

AFFIRMED.