1 RECOMMENDED FOR FULL-TEXT PUBLICATION Pursuant to Sixth Circuit I.O.P. 32.1(b) File Name: 16a0259p.06 

### UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

_________________

A

NDRE D ESCHAMPS , Plaintiff-Appellee ,

v

.

B RIDGESTONE A MERICAS , I NC

. S ALARIED E MPLOYEES R ETIREMENT P LAN ; B RIDGESTONE A MERICAS H OLDING , I NC .; B RIDGESTONE A MERICAS , I NC ., Defendants-Appellants

. ┐ │ │ │ │ │ │ │ │ │ │ ┘ No. 15-6112

Appeal from the United St ates District Court for the Middle District of Tennessee at Nashville. No. 3:12-cv-00086—Kevin H. Sharp, Chief District Judge. Argued: July 28, 2016
Decided and Filed: September 12, 2016 *
Before: SILER, GIBBONS, a nd COOK; Circuit Judges.

_________________ COUNSEL

ARGUED: John E. B. Gerth, WALLER LANSDEN DORTCH & DAVIS, LLP, Nashville, Tennessee, for Appellants. Karla M Ca mpbell, BRANSTETTER, STRANCH & JENNINGS, PLLC, Nashville, Tennessee, for Appellee. ON BRIEF: John E. B. Gerth, Robert E. Boston, WALLER LANSDEN DORTCH & DAVI S, LLP, Nashville, Tennessee, for Appellants. Karla M Campbell, R. Jan Jennings, BRANSTETTER, STRANCH & JENNINGS, PLLC, Nashville, Tennessee, for Appellee.

* This opinion originally issued as an unpublished opinion filed on September 12, 2016. The court has now designated the opinion as one recommended for full-text publication. 

### >No. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 2

_________________ OPINION

_________________ JULIA SMITH GIBBONS, Circuit Judge. After working for ten years at a Bridgestone plant in Canada, Andre Deschamps transferred to a Bridgestone facility in the United States. Prior to accepting this position he expressed co ncern about losing pension credit for his ten years of employment in Canada. But upon receiving assurances from members of Bridgestone’s management team that he would keep his ten years of pension credit, Deschamps accepted the position. For over a decade, Deschamps received various written material s confirming that his date of service for pension purposes woul d be August 8, 1983. He even turned down employment opportunities from a competitor at a higher salary because of the purportedly higher pension benefits he would receive at Bri dgestone. In 2010, Deschamps discovered that Bridgestone had changed his serv ice date to August 1, 1993, the da te he began working at the American plant. After failed attempts to app eal this change through Bridgestone’s internal procedures, Deschamps brought a su it against Bridgestone alleging claims of equitable estoppel, breach of fiduciary duty, and an anti-cutback violation of ERISA. 1 The district court granted summary judgment for Deschamps on these three cl aims. For the following reasons, we affirm the district court’s judgment.

I.
On August 8, 1983, Deschamps began working for Firestone 2 in Canada as a maintenance manager. (DE 32-1, Deschamps Dep., Page ID 188–89.) In late 1992, Deschamps’s plant manager made him aware of a job opportunity at one of Bridgestone’s plants in Wilson, North Carolina. ( Id. at 192–93.) In early 1993, Deschamps began discussing the prospect of employment at the Wilson plant with George Ruccio, 3 the plant manager. ( Id. at 195.) Feeling it was in his best interest to nego tiate his benefits during the hiring process,

1 Deschamps also sought reformation of the Plan . Reformation is not an issue on appeal.
2 Bridgestone acquired Firestone in 1988. (DE 77, Mem., Page ID 1819.)
3 Ruccio was deceased at the time of this litigation. (DE 32-1, Deschamps Dep., Page ID 218–19.)No. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 3

Deschamps recalled discussing with Ruccio his pension benefits. Specifically, he communicated
to his interviewers his concern th at his service date for those be nefits would be set as August 8, 1983, his start date at the Canadian facility, so he would not lose his pension credit for his ten years of work there. (DE 60-1, Deschamps Dep., Page ID 1114–16, 1118.) As his pension benefits were a “driving force” in his decision to transfer from Canada, Deschamps raised the issue at his interview, which included Ruccio, Charles Russell, human resources manager, Thomas Berg, director of manufacturing, and Wayne Hunter, plant controlle r. Deschamps Dep. 35:12–20, ECF No. 32-1; (DE 32-1, Deschamps Dep., Page ID 198–99, 201; DE 40, Russell Decl., Page ID 745–46; DE 61, Hunter Decl., Page ID 1392.) Deschamps had “full confidence” that these people would give him accurate information about his benefits. Id. at 38:3–20. A few weeks later, Deschamps testified, Ruccio contacted him to assure him that he would be given pension credit back to August 8, 1983. ( Id. at 202.) However, Deschamps was not given anything in writing regarding his serv ice date until 1994 when he received his first
benefit statement. (DE 32-1, Deschamps Dep., Page ID 235; DE 60-1, Deschamps Dep., Page ID 1203–04.)
Russell “clear[ly] recall[ed]” that upon inte rviewing for the Wils on plant, Deschamps
was concerned about his service date. Ru ssell Decl. 1, ECF. No. 40. In response to Deschamps’s concerns, Russell reached out to R obert Conger, Bridgestone’s pension analyst, whose assistance, Russell testified, was “instrum ental” in reaching a d ecision about Deschamps’s pension benefits. Russell Dep. 18:3–15, ECF No. 70-2. Russell testified that after Conger confirmed the terms of Deschamps’s employment, including crediting his years of employment in Canada for pension purposes, Russell and Ru ccio offered Deschamps a position at the Wilson plant, making “specific representations” that hi s service date would be August 8, 1983. Russell Decl. 2. Conger, on the other hand, testified that having been retire d for sixteen years, he did not recall any specific conversation with Deschamp s or anyone else about Deschamps’s pension benefits, but that he is “sure [he] did not te ll [Deschamps] or anyone else that [Deschamps] would have any pension credit for his employment in Canada” because he was not authorized to do so. Conger Decl. 2, ECF No. 71.No. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 4

Consistent with Russell’s testimony, Hunter testified that Ruccio and Russell contacted Bridgestone’s corporate o ffice to ensure that Deschamps woul d be given pension credit for his time in Canada and that, “[w]hen the corporate office approved of the offer to Mr. Deschamps, including the representation that his pension would be calculated usi ng the 1983 date, this information was passed on to Mr. Deschamps.” Hunter Decl. 2, ECF No. 61. Likewise, Berg testified that through his “personal[] involve[men t]” in discussions with Deschamps about the terms of his employment, he knows that Deschamp s was offered employment “with one of the conditions being that his employment date” fo r benefits purposes would be August 8, 1983. Berg Decl. 1–2, ECF 63.
During his employment at the Wilson plant, C ontinental Tire (Continental), a competitor, twice offered Deschamps a posit ion at its facility, once in 2000 and again in 2003. (DE 38-3, Continental Tire Offers, Page ID 634–38, 641–42; DE 60-1, Deschamps Dep., Page ID 1159– 60.) Continental offered Deschamp s a higher salary, bu t the pension benefits at Bridgestone far exceeded those at Continental, so Deschamps deci ded to continue his employ with Bridgestone. (DE 32-1, Deschamps Dep., Page ID 220–21.) His decision was based on the assumption that would receive ten years of service credit for his employment in Cana da. (DE 60-1, Deschamps Dep., Page ID 1170–71, 1174.) Deschamps testifie d that had he known that he would not receive this credit, he “would have more likely moved to . . . Continental.” Deschamps Dep. 95:13–96:2. In 2005, Continental fro ze its pension plans and subseque ntly shut down most of its operations in 2006, resulting in mass layoffs. (DE 34, Ledsinger Decl., Page ID 400–01.)
Through his years of employme nt at Bridgestone, Descha mps’s belief regarding the service date for his pension benefits was conf irmed by written materials like benefit summaries and materials made available online. (DE 60- 1, Deschamps Dep., Page ID 1186; DE 60-2, Misc. Pension Docs., Page ID 1252–74.) Many of these doc uments included a disclaimer warning that the document “is only an estimate of your pens ion benefits” and that “the Pension Plan Documents govern all benefits.” Misc. Pension Docs. 1–2, 4, 6–12, 14–15, ECF No. 60-2. In either 2009 or 2010, Bridgestone inve stigated and corr ected errors in the se rvice dates of various employees who had been employed by Bridgestone ab road and later transferred to a facility in the United States. (DE 33, Phil lips Decl. Page ID 345; DE 60- 4, Resp. to Pl.’s First Set ofNo. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 5

Interrogs., Page ID 1293.) Around August 2010, Desc hamps discovered that his service date had changed from 1983 to 1993, causing him not to re ceive pension credit for his years of employment in Canada. (DE 32-1, Deschamp s Dep., Page ID 234; DE 60-1, Deschamps Dep., Page ID 1186.)
Dechamps’s benefits are gove rned by the Bridge stone/Firestone, Inc. 1984 Retirement Plan (the Plan). (DE 38-8, Plan, Page ID 689–741.) One way that an employee commences participation in the Plan is by completing one year of Eligibility Service, provided that the employee “is a Covered Employee on such date.” Retirement Plan 20, ECF No. 38-8. According to William Phillips, a member of Bridgestone’s pension board, Deschamps’s benefits did not begin to accrue until 1993 because it was at that point that he became a covered employee. (DE 33, Phillips Decl., Page ID 344; DE 38-6, Letters from Bridgestone to Deschamps, Page ID 662–67.) The Plan defines “covered employee” in terms of five disjunctive classifications. (DE 38-8, Plan, Page ID 690–91.) The first two ar e of particular relevance in
this case:
(10) Covered Employee: An Employee who is described in paragraph (a) of this Subsection . . . . (a) An Employee is described in this paragraph if he is: (i) classified by the Employer as a United States salaried Employee not represented by a designated co llective bargaining agent; or (ii) a foreman, supervisor, plant protection Employee, administrative or clerical Employee or confidential Employee of the Employer, whether or not paid on an hourly basis, who is not represented by a designated collec tive bargaining agent . . . .

Id. at 2–3. Bridgestone denied Deschamps’s appeal to ch ange his service date to 1983, as well as his subsequent appeal of that decision, reasoning both times that he was not a covered employee under subsection (i). (DE 38-6, Letters from Bridgestone to Deschamps, Page ID 662–67.)
Deschamps then filed a complaint alleging, as relevant here, equitable estoppel pursuant to 29 U.S.C. § 1132(a)(3), breach of fiduciary duty pursuant to 29 U.S.C. § 1104, and an anticutback violation pursuant to 29 U.S.C. §1054(g). (DE 1, Compl., Page ID 9–14.) The parties brought cross-motions for summary judgment. (DE 31, 36.) On the claims at issue here, theNo. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 6

district court granted Deschamps’s mo tion and denied Bridgestone’s motion. (DE 77, Mem., Page ID 1818, 1843.)

II.
Summary judgment is appropria te where the movant shows “t here is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” 4 Fed. R. Civ. P. 56(a). We review a district court’s summary judgment order de novo , viewing all reasonable facts, evidence, and inferences in favor of the nonmoving party. Rose v. State Farm Fire & Cas.
Co. , 766 F.3d 532, 535 (6th Cir. 2014).

III.
Our precedent permits a claim for equitable es toppel arising out of a pension plan where a plaintiff can establish the following elements:
(1) conduct or language amounting to a representation of material fact; (2) awareness of the true f acts by the party to be estoppe d; (3) an intention on the part of the party to be estopped that the representa tion be acted on, or conduct toward the party asserting the estoppel such that the latter has a right to believe that the former’s conduct is so intended; (4) unawareness of th e true facts by the party asserting the estoppel; and (5) detrimental and justifiable reliance by the party asserting estoppel on the representation.

Bloemker v. Laborers’ Local 265 Pension Fund , 605 F.3d 436, 442 (6th Cir. 2010). In the case of an unambiguous pension plan, the plaintiff must also prove three additional elements: “[(6)] a written representation; [(7)] plan provisions which, although unambiguous, did not allow for individual calculation of benefits; and [(8)] extr aordinary circumstances in which the balance of equities strongly favors the application of estoppel.” Stark v. Mars, Inc. , 518 F. App’x 477, 481 (6th Cir. 2013) (alterations in original) (quoting Bloemker , 605 F.3d at 444). Thus, our first inquiry is whether the Plan pr ovision at issue is ambiguous.

4 Bridgestone repeatedly insists that th ere are material disputed facts, bu t simply points to undisputed facts and disputes whether application of these facts supports Deschamps’s claims. See, e.g., Reply Br. 5, R. 21 (“These uncontested facts at the very least create a material dispute of fact as to whether Deschamps suffered any detriment . . . .”) (first emphasis added).) This is in sufficient to preclude a grant of summary judgment in Deschamps’s favor. The material facts here are not in dispute.No. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 7

A.
The Plan plainly provides that Deschamps can be classified as a covered employee if he falls under any one of five conditi ons, as highlighted by the use of the disjunctive term “or.” Bridgestone insists that Descha mps can only possibly be a “Unite d States salaried Employee,” but does not attempt to explain why he cannot be classified under any of the other four conditions. This interpretation is simply untenab le. Subsection (ii) applies to a “foreman” or “supervisor,” either of which seems to en compass Deschamps’s position as a maintenance manager. However, we cannot say so with cer tainty because the Plan does not define these terms. In ordinary parlance, “manager” and “supervisor” are often used interchangeably, 5 so if Bridgestone’s definition of “supervisor” excludes managers, those terms are ambiguous.
Because the Plan is ambiguous, we need not analyze the three elements under the heightened standard. And because Bridgestone only contests that elements two and five are met, we will only consider those two elements.

B.
To meet the second element of equitable estoppel, Deschamps mu st establish that Bridgestone was aware of the “true facts.” See Bloemker , 605 F.3d at 442. We have interpreted this element as requiring the plaintiff to demons trate “either intended deception or such gross negligence as to amount to constructive fraud.” Paul v. Detroit Edison Co. & Mich. Consol. Gas
Co. Pension Plan , No. 15-1493, 2016 WL 808105, at *5 (6 th Cir. Mar. 2, 2016) (quoting
Bloemker , 605 F.3d at 443). Here, the parties disput e whether Bridgestone committed such gross negligence as to constitute constructive fraud. 6 “A reasonable factfinde r,” Bridgestone contends, “could conclude on th[e] record that Deschamps di d not make any inquiries to individuals with

5 Black’s Law Dictionary, for example, defines “manager” as “[s]omeone who administers or supervises the affairs of a business, office, or other organization.” Manager , B LACK ’ S L AW D ICTIONARY (10th ed. 2014) (emphasis added). It defines “supervisor” as “[o]ne having authority over others; a manager or overseer.” Supervisor , B LACK ’ S L AW D ICTIONARY (10th ed. 2014) (emphasis added).
6 Bridgestone’s argument that we must consider whether it was actually aware, (Reply Br. at 7–8) , is invalid in light of the fact that this element has been interpreted broadly to allow for relief when plaintiffs show mere gross negligence.No. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 8

authority 7 to administer or interpret the . . . Plan or to advise employees of their pension benefits or service credit eligibility.” Appellant Br. 30, R. 18.
An examination of the cases analyzing this el ement helps to illustrate the type of conduct that a plaintiff must present to establish the requi site gross negligence. In our recent decision,
Paul , for example, the employer and the pension plan concluded that the pl aintiff’s benefit was improperly calculated, but only two years “after givi ng repeated written and oral assurances to [the plaintiff] that his retire ment benefit was properly calcu lated.” 2016 WL 808105, at *2, *5. We concluded that this “gross miscalculation” amounted to constructive fraud because “[the defendants] were the only ones in a position to know the true facts, they assumed that they knew the true facts, they failed to ascertain the true facts when [the plaintiff] specifically asked if the calculations were correct, and they repeatedly a ssured [the plaintiff] that they knew the true
facts.” Id. at *5. This was true even though the “Pension Calculation Statement” contained a disclaimer granting the employer the right to co rrect any errors and pr oviding that the benefit defined in the plan would prevail in the event of a conflict w ith the statement. Id. at *1. Similarly, Smiljanich v. General Motors Corp. involved an employee who, after leaving his employer for approximately two years, was rehire d with the promise that upon his return, he would be classified as a “bridged employee,” mean ing that he would not lose his accrued service time. 302 F. App’x 443, 446–47 (6th Cir. 2008). About two years late r however, the employer determined that he should not be bridged. Id. at 447. We found the employer’s actions to constitute gross negligence because the employer re presented to him that he would be bridged, it
“understood” that he was not in f act bridged, but failed to notify the plaintiff of this fact, “even in the face of persistent inquiries by” the plaintiff. Id. at 449.
Conversely, in Crosby v. Rohm & Haas Co. we found that the employer did not commit gross negligence. 480 F.3d 423, 431 (6th Cir. 2007) . There, the employer sent the employee a booklet noting changes in employees’ life insurance benefits. Id. at 426. Attached with the booklet was a worksheet, which purported to list th e employee’s benefits, but the benefits listed were actually erroneous. Id. Several times in the ensuing months, the employer attempted to

7 Bridgestone does not cite any law for the proposition that authority is required, but to the extent it is, for the reasons discussed below, those making the misrepresentations to Deschamps had apparent authority to do so.No. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 9

correct the errors. Id. at 426–27, 431. Moreover, not only did the booklet warn employees to check for errors, but th e errors were not “the least bit difficult to decipher,” as the booklet explicitly precluded the benefits that the worksheet professed to provide. Id. at 431. Therefore, we concluded that the employer made an “hone st mistake,” and was at most “guilty of misfeasance, not the malfeasan ce that estoppel requires.” Id. ; see also Stark , 518 F. App’x at 481–82) (concluding that the employer made an “hone st mistake” and was not grossly negligent where it properly investigated the plaintiff’s c oncern about her benefits calculation, even though the calculation ultimately proved erroneous).
Here, it is apparent from the r ecord that even prior to being hired at the American facility, Deschamps was concerned about losing the pens ion credit he acquire d during his years of employment at the Canadian facility. All t hose currently living who interviewed Deschamps recalled him inquiring with them about his pension benefits. And according to Russell, Deschamps’s employment offer was made with th e express representation that his service date would be August 8, 1983. Deschamps had no reas on to believe that this statement was inaccurate, particularly in light of the fact that it was repeated for more than a decade in benefits summaries and online materials. Unlike the plaintiffs in Crosby , though Deschamps had access to the Plan document, it was more than a bit difficult to decipher because, as discussed above, Bridgestone apparently defined “supervisor” contrary to the or dinary meaning of the term, without attempting to inform plan participants of th is fact by providing a definition. And in
contrast to the actions of the defendant in Crosby , Bridgestone did not quickly attempt to correct the error, but let the misrepresentation stand fo r sixteen or seventeen years. Though the Plan contained a disclaimer, only Bridgestone, like the defendants in Paul and Smiljanich , was in a position to know the true facts— the unusual definition of “supervisor” that excludes managers— and it failed to notify Deschamps of this fact, de spite his repeated initi al inquiries about his pension. Consequently, Bridgeston e’s actions constituted such gross negligence as to amount to
constructive fraud.No. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 10

C.
Bridgestone next asserts that Deschamps “almost surely would have been economically worse off had he accepted a Continental job offer” due to Continental’s layoffs and freezing of its pension plan, so Deschamps ca nnot establish detrimental reli ance. Appellant Br. 33, R. 18.
To show detrimental reliance, Deschamps must establish that Bridgestone’s statements
“in truth” influenced his conduct, causing prejudice. CIGNA Corp. v. Amara , 563 U.S. 421, 443 (2011). The prejudice, or detriment, suffered must be “actual and substantial,” but may be proved by “loss of opportunity to improve one’s position.” Smiljanich , 302 F. App’x at 450. In Smiljanich , the plaintiff applied to be rehired by his former employer, General Motors (GM), at the same time another employer, Ra ssini Corp., was recruiting him. Id. at 446. Though Rassini
did not offer the same retiremen t benefits as GM, it was prep ared to offer the plaintiff a supplemented salary to allow him to receive similar total benefits. Id. This offer notwithstanding, the plaintiff decided to return to GM based on its false representations that his accrued service time would be bridged. Id. We concluded that the plaintiff suffered detriment because, although the benefits at Rassini did not “p recisely mirror[]” those at GM, the evidence “indicate[d] that Rassini was prepared to offer a salary which reasonably approximated the total compensation (salary and benefits) of full retirement at GM.” Id. at 450–51; see also Pell v. E.I. DuPont de Nemours & Co., Inc ., 539 F.3d 292, 303 (3d Cir. 2008) (concluding that the plaintiff
suffered detriment where he testified that ha d his employer not miscalculated his pension benefits, “he would have exploredwhether he could return to [h is former employer], get another job with a better pension, or retire sooner and st art a consulting business”) (cited with approval
in Bloemker , 605 F.3d at 441–42).
Here, Deschamps suffered the loss of an employment opportunity at Continental, which offered Deschamps a more competitive salary than he was receiving at Bri dgestone. He testified that had Bridgestone not misrepresented to him his service date, he would have likely moved to Continental. Bridgestone’s insi stence that Deschamps would have been economically worse off at Continental is problematic for several reasons. For one, we cannot definitively conclude that Deschamps would have been worse of at Continen tal; he very well could have been one of the
few who were not laid off. Moreover, Bridgestone does not cite, nor have we found, anyNo. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 11

authority requiring the detriment suffered to be economic. To the contrary, our precedent requires a “loss of opportunity to improve one’s position.” See Smiljanich , 302 F. App’x at 450 (emphasis added); see also Pell , 539 F.3d at 303 (concluding the plaintiff suffered detriment
because he “would have explored ” other opportunities (emphasis a dded)). Deschamps lost that when he twice declined an offer to earn a highe r salary at Continental. Moreover, Deschamps’s reliance was reasonable considering that the repr esentations about his pe nsion credit were made by members of Bridgestone’s management and c onfirmed in written materials and online for
well over a decade. See Bloemker , 605 F.3d at 442 (“[The plai ntiff’s] reliance on [the misrepresentations concerning his service date] was reasonable, particularly in light of an email from [the employer’s] pre-retirement counselor w ho, in response to a direct question from [the plaintiff], stated that his be ginning service date was 1971.”).

Therefore, the district c ourt did not err in granting summary judgment to Deschamps on his equitable estoppel claim.

IV.
We turn now to Deschamps’s breach of fiducia ry duty claim. To establish a breach of this duty, Deschamps must show that (1) Bridgestone acted in a fiduciary capacity in making misrepresentations to Deschamps, (2) thos e misrepresentations were material, and (3) Deschamps detrimentally reli ed on the misrepresentations. James v. Pirelli Armstrong Tire Corp. , 305 F.3d 439, 449 (6th Cir. 2002). The second element is not disputed.

A.
ERISA imposes on fiduciaries the obligation to “discharge [their] duties with respect to a plan solely in the interest of the participants and beneficiaries and . . . with the care, skill, prudence, and diligence under the circumstances th en prevailing that a prudent man acting in a like capacity and familiar with such matters would use.” 29 U.S.C. § 1104(a)(1)(B). However, at dispute in this case is not whether Bridgestone 8 breached its fiduciary duties, 9 but whether it is

8 Bridgestone, not any individual employee, is named in the complaint, so our inquiry is whether Bridgestone acted as a fiduciary.No. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 12

a fiduciary. A fiduciary is define d by ERISA to include a corporation 10 who “exercises any discretionary authority or discre tionary control respecting manageme nt of [a] plan” or “has any discretionary authority or discretionary responsi bility in the administration of such plan.” 29 U.S.C. § 1002(21)(A). In determining whethe r a corporation is a fi duciary, rather than looking to the formal title, we use a functional approach, looking to whether it acts in a fiduciary capacity with respect to the conduct at issue. Briscoe v. Fine , 444 F.3d 478, 486 (6th Cir. 2006).
In Varity Corp. v. Howe for instance, the Supreme Court looked to common law, including the law of trusts and agency, to ascertain what actions constitute plan administration so as to make one a fiduciary. 516 U.S. 489, 502–03 (1996). It concluded that th e discretionary act of plan
administration “includes the activities that are ‘ordinary and natural means’ of achieving the ‘objective’ of the plan,” such as offering information about the meaning of the plan’s terms or “[c]onveying information about the likely future of plan benefits, thereby permitting
beneficiaries to make an informed c hoice about continued participation.” Id. at 502–04. Based on this definition, the employer acted in a fiducia ry capacity when it falsely represented to its employees that their benefits would remain th e same if they voluntarily transferred to a separately incorporated subsidiary, knowing that the subsidiary was in fact insolvent, which caused employees to lose th eir non-pension benefits. Id. at 494, 498–503. Accordingly, an employer may “act[] in a fiduciary capacity when making misrepresentations to its employees about their benefit plan.” Sprague v. General Motors Corp. , 133 F.3d 388, 404 (6th Cir. 1998) (citing Varity , 516 U.S. at 497–504); accord In re Unisys Corp. Retiree Med. Benefits ERISA Litig. , 579 F.3d 220, 230 (3d Cir. 2009) (“[A]n employer ‘acts as a fiduciary when explaining plan benefits . . . to its employees.” (citations omitted)); Matthews v. Chevron Corp. , 362 F.3d 1172, 1178–79 (9th Cir. 2004) (concluding that the employer acted in its fiduciary capacity when it discussed with employees the likelihood of its adopting a severance package, with the purpose of helping employees make informed choices about their plan options). However, a person who makes a business decision, such as reducing the amount of unaccrued plan benefits or

9 It is well established that misrepresenting a particip ant’s pension benefits breaches a fiduciary duty, and Bridgestone does not ar gue to the contrary. See, e.g., Berlin v. Mich. Bell Tel. Co. , 858 F.2d 1154, 1163 (6th Cir. 1988).
10 The definition of “fiduciary” refers to a “person,” bu t “person” is defined to include a corporation. 29 U.S.C. §§ 1002(9), (21)(A).No. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 13

terminating a pension plan, that happens to have a collateral effect on em ployee benefits does not act in a fiduciary capacity. Hunter v. Caliber Sys., Inc. , 220 F.3d 702, 718 (6th Cir. 2000);
Berlin , 858 F.2d at 1163. Likewise, “ purely ministerial functions such as processing claims, applying plan eligibility rules, communicating with employees, and calculating benefits,” are not fiduciary functions. Pipefitters Local 636 v. Blue Cross & Blue Shield of Mich. , 213 F. App’x 473, 477 (6th Cir. 2007) (quoting Baxter v. C.A. Muer Corp. , 941 F.2d 451, 455 (6th Cir. 1991)).
In response to a direct inquiry from Deschamps, Bridgeston e, through its agents Russell and Ruccio, confirmed that Deschamps’s servic e date would be August 8, 1983, allowing him to receive pension credit for his years of employment at Bridgestone. This act was a discretionary one within the meaning of ERISA because it in volved conveying information about the Plan’s terms and the likely benefits that Deschamps would receive in the future, thus purportedly allowing him to make an informed choice about hi s continued participation in the Plan. Thus, Bridgestone acted as a fiduciary.

i.
That Bridgestone acted in a fiduciary cap acity does not end our inquiry because a corporation does not act on its own, but through its agents. The di strict court determined that those making misrepresentations to Deschamps c oncerning his pension benefits had apparent authority, but Bridgestone seemingly disputes the applicability of the pr inciples of apparent authority to the fact s of this case.
We have applied agency principles, includin g those related to apparent authority, in resolving claims under ERISA. In Richards v. General Motors Corp. , for instance, the plaintiff was discharged after improperly “back-dat[ing] quarterly stock transfers and purchases under GM’s employee savings plan.” 991 F.2d 1227, 1229 (6th Cir. 1993). He alleged, however, that the plan administrator authorized him to use this procedure. Id. at 1229, 1232. We turned to agency law to determine whether the administrato r, who was not in fact authorized, acted with apparent authority such that the employer w ould nevertheless be lia ble for his actions. Id. at 1232; see also James , 305 F.3d at 455–56 (concluding that the employer breached its fiduciary duties when its human resources representa tive and plant manager made materialNo. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 14

misrepresentations to employees con cerning their retirement benefits); Anderson v. Int’l Union, United Plant Guard Workers of Am. , 150 F.3d 590, 592–93 (6th Cir. 1998) (applying agency principles to an ERISA claim). Several of our sister circuits ha ve also looked to agency law in resolving ERISA claims. See, e.g., Bowerman v. Wal-Mart Stores, Inc. , 226 F.3d 574, 591 (7th Cir. 2000) (“[I]f the written materials [are] inadequa te, then the fiduciaries themselves must be held responsible for the failure to provide complete and correct material information in the event
that a nonfiduciary agent provides misleading information.” (second alteration in original) (emphasis added) (citation omitted)); Taylor v. Peoples Nat. Gas Co. , 49 F.3d 982, 988 (3d Cir. 1995) (“[A] plan administrator viol ates its ‘fiduciary obligation ow ed to the plan participants’ when ‘those employees on whom plan participan ts reasonably rely for important information and guidance about retirement’ make material misstatements regarding possible changes to a company’s pension plan.” (citation omitted)); Kral, Inc. v. Sw. Life Ins. Co. , 999 F.2d 101, 103– 05 (5th Cir. 1993) (turning to agency law to determine whether the employer clothed the agent with apparent authority so as to make the employe r liable for the agent’s actions). Accordingly,
the district court did not err in considering the agency prin ciple of apparent authority.
Apparent authority exists when (1) the princi pal manifests that another is the principal’s agent, and (2) it is reasonable for a third person dealing with the agent to believe the agent is authorized to act for the principal. Anderson , 150 F.3d at 593. Ruccio and Russell were both actively involved in attempting to verify Descha mps’s pension credits. Ruccio was the manager of the Wilson plant, authorized to oversee a $300 million budget as well as a 2,000-employee
workforce. (DE 77, Mem. Page ID 1832.) In Russell’s capacity as a human resources manager,
he was authorized to discuss terms and conditions of candi dates for employment at the Wilson plant. (DE 40, Russell Decl., Page ID 745.) Bridgestone clothed th ese two members of management with extensive authority over hiring, including the discussion of terms and conditions of employment. It was reasonable for Deschamps to believe they had authority to make these representations regarding his pensi on benefits as underscor ed by the fact that Deschamps was aware that the interviewers t ook the time to verify this information with corporate-level employees. (DE 32-1, Deschamps Decl., Page ID 201–03.)No. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 15

In sum, Bridgestone acted as a fiduciary wh en it, through its agents with apparent authority, misrepresented to Deschamps the status of his pension benefits.

B.
For the reasons discussed above, Deschamp s reasonably relied on Bridgestone’s misrepresentations to his detriment. And because Bridgestone acted in its fiduciary capacity in misrepresenting Deschamps’s pension benefits, the district court did not err in granting summary judgment for Deschamps on his br each of fiduciary duty claim.

V.
Finally, we examine Deschamps’s anti-cutba ck claim. Bridgestone argues that the district court erroneously presumed that Bridgestone previously interpreted the Plan to classify Deschamps as a covered employee. (Appellant Br. at 42.) But, reasons Bridgestone, that conclusion is belied by the record because Phil lips, who served on the pension board, testified that to be a covered employee, an employee has to be classified as a “United States salaried employee” and Deschamps is not. ( Id. at 43.) Thus, it concludes, there is no accrued benefit to be decreased; Bridgestone merely corrected a clerical error. ( Id. at 46.)
ERISA prohibits plan amendments that decr ease a participant’s accrued benefits, with two exceptions that do not apply here. 29 U.S.C. § 1054(g). At is sue is whether we look to the text of the Plan or the administrator’s interpre tation of the Plan in determining if Deschamps accrued a benefit prior to 1993. The circular defi nition of accrued benef it—“the individual’s accrued benefit determined under the plan,” 29 U.S. C. § 1002(23)(A)—is not particularly helpful to this analysis. Faced with the lack of guida nce from ERISA on the issue, the Supreme Court in Central Laborers’ Pension Fund v. Heinz , looked to the “terms” of the plan under which the plaintiff accrued benefits, conc luding that the “change of terms ” reduced his promised benefits and that the plaintiff acted “reas onabl[y] if he relied on those terms in planning his retirement.” 541 U.S. 739, 744–45 (2004) (emphasis added). In the sa me vein, we postulated that rather than give a comprehensive definition of “accrued benef its,” Congress chose to leave the responsibility of delineating the bounds of the term to “the employer and the employee through the agreedupon terms of the plan document.” Thornton v. Graphic Commc’n Conference of the Int’l Bhd ofNo. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 16

Teamsters Supplemental Ret. & Disability Fund , 566 F.3d 597, 608 (6th Cir. 2009) (emphasis added). We also reasoned that “Congress’s stat ed motivations for enacti ng ERISA, particularly the anti-cutback rule, corroborate our conclusion that what amounts to an ‘accrued benefit’ depends strictly on the terms of the pension plan(s) in effect while the employee was engaged in covered employment.” Id. at 606 (emphasis added). Consequently, we must look to the terms of the Plan in ascertaining which, if any, benefits Deschamps accrued prior to the amendment.
The cases relied on by Bridgest one do nothing to bolster it s suggestion that Deschamps can accrue benefits under the plan only if it is interpreted by a plan administrator to allow for such benefits, ( see Appellant Br. at 42–45); in fact, they un dermine its argument. For instance,
in Hunter , to determine whether plaintiffs had a right to a lump sum distribution of their accounts under their pre-amendment ERISA pl ans, we looked to rules of c ontract interpretation. 220 F.3d at 712. We discussed, at length, the relevant pr ovisions of the plan in reaching our conclusion that the plaintiffs’ anti-cutback claim failed. Id. 712–17. In another case Bridgestone relies on, the plaintiffs, at the time the defendant announced a new interpretation of the plan, were “being paid pension benefits in accordance with the Plan as it was construed at the time of his or her
retirement.” Redd v. Bhd. of Maint. of Way Emps.’ Div. of Int’l Bhd of Teamsters , No. 08-11457, 2010 WL 1286653, at *8 (E.D. Mich. Mar. 31, 2010). The court held that a plan administrator’s “reinterpretation” of the plan constitutes an am endment for purposes of the anti-cutback rule to the same extent that a customary amendment would. Id. This is far from holding that we should look only to a plan administrato r’s post-hoc interpretation of whether a participant accrued benefits under the pre-amendment plan. To be sure, Redd further concluded that to succeed on a claim, plaintiffs must establish that the benefits they received prior to the amendment were based on a “tenable” or “permissible readi ng of the terms of the Plan.” Id. at *9–10. Based on the foregoing, rather than solely relying on Phillips’s cu rrent interpretation, we will look to the text of the Plan to decide whether the interpretatio n that Deschamps accrued benefits as a covered employee prior to 1993 is plausible.

As discussed above, the text of the Plan is at worst ambiguous, but at best, favors Deschamps’s argument that he was a covered employee in 1983 under the classification of “supervisor.” It is not untenable that Deschamp s, in his capacity as a maintenance manager, wasNo. 15-6112 Deschamps v. Bridgestone Americas, et al. Page 17

a supervisor under the language of the Plan. Furt her, it is undisputed th at as a result of the change in the interpretation of this provision that excluded foreign employees from being classified as covered employees, Deschamps’s be nefits were decreased. Therefore, Deschamps
has established an anti-cutback violation and the district court did not err in granting summary judgment in his favor on this claim.

VI.
We affirm the grant of summary judgmen t in Deschamps’s favor on his equitable estoppel, breach of fiduciary duty, and anti-cut back claims, and remand for further proceedings as may be appropriate.