RECOMMENDED FOR FULL-TEXT PUBLICATION

Pursuant to Sixth Circuit Rule 206

File Name: 08a0447p.06

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT _________________

ROBERT COLE, JOHN ADAMS, and RICHARD

LANTER, on behalf of themselves and a

similarly situated class; and INTERNATIONAL

UNION, UNITED AUTOMOBILE, AEROSPACE

AND AGRICULTURAL IMPLEMENT WORKERS

OF AMERICA, 

Plaintiffs-Appellees,

v.

ARVINMERITOR, INC., ROCKWELL

AUTOMATION, INC., and ROCKWELL

INTERNATIONAL CORPORATION,

Defendants - Appellants.

_________________________________

BERNARD FAUST, LOIS LAST, DAVID

REAMER, and CHARLES SCHMIDT, on behalf

of themselves and a similarly situated class;

and INTERNATIONAL UNION, UNITED

AUTOMOBILE, AEROSPACE AND

AGRICULTURAL IMPLEMENT WORKERS OF

AMERICA, 

Plaintiffs-Appellees,

v.

ARVINMERITOR, INC., ROCKWELL

AUTOMATION, INC., and ROCKWELL

INTERNATIONAL CORPORATION,

Defendants - Appellants.

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No. 06-2224

Appeal from the United States District Court

for the Eastern District of Michigan at Detroit.

Nos. 03-73872; 04-73656—Nancy G. Edmunds, District Judge.

Argued: October 28, 2008

Decided and Filed: December 16, 2008 

1
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 2

*

The Honorable David D. Dowd, Jr., Senior United States District Judge for the Northern District

of Ohio, sitting by designation.

Before: MARTIN and GILMAN, Circuit Judges; DOWD, District Judge.*

_________________

COUNSEL

ARGUED: Michael A. Alaimo, MILLER, CANFIELD, PADDOCK & STONE,

Detroit, Michigan, for Appellants. Stuart M. Israel, MARTENS, ICE, KLASS,

LEGGHIO & ISRAEL, Royal Oak, Michigan, for Appellees. ON BRIEF: Michael A.

Alaimo, MILLER, CANFIELD, PADDOCK & STONE, Detroit, Michigan, Charles S.

Mishkind, MILLER, CANFIELD, PADDOCK & STONE, Grand Rapids, Michigan, for

Appellants. Stuart M. Israel, MARTENS, ICE, KLASS, LEGGHIO & ISRAEL, Royal

Oak, Michigan, Carlos F. Bermudez, Michael F. Saggau, ASSOCIATE GENERAL

COUNSEL, INTERNATIONAL UNION, UAW, Detroit, Michigan, for Appellees.

_________________

OPINION

_________________

RONALD LEE GILMAN, Circuit Judge. This is an action by retired employees

and their union against Rockwell International Corporation and its successor companies.

The plaintiffs sued the defendants under § 301 of the Labor Management Relations Act

(LMRA) and the Employee Retirement Income Security Act (ERISA) to enforce what

they contend was a promise by the defendants in the applicable collective bargaining

agreements (CBAs) to provided retirees and their surviving spouses with lifetime

healthcare benefits. Finding that the CBAs contained such enforceable promises, the

district court granted summary judgment to the plaintiffs. For the reasons set forth

below, we AFFIRM the judgment of the district court.
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 3

I. BACKGROUND

A. Factual background

Rockwell International Corporation, a diversified manufacturer that supplied

parts to the automotive industry, owned industrial plants throughout the United States.

In 1997, Rockwell spun off its automotive division, which became Meritor Automotive,

Inc. Meritor merged with Arvin Industries, Inc. in 2000, forming ArvinMeritor, Inc.

ArvinMeritor manufactures automotive integration systems, modules, and components

for manufacturers of passenger vehicles, commercial trucks, trailers, and original

equipment. Between the late 1970s and 2003, either Rockwell or ArvinMeritor closed

the twelve plants at issue in this litigation, which were located in Illinois, Indiana,

Kentucky, Michigan, Ohio, and Wisconsin.

All of the hourly employees at the closed plants were represented by the United

Automobile, Aerospace, and Agricultural Implement Workers of America (the UAW).

Rockwell/ArvinMeritor and the UAW have engaged in collective bargaining for

decades, producing a succession of CBAs. The CBAs typically covered a three-year

period and followed a consistent format, including a master agreement (the National

Agreement) and several supplemental agreements addressing different topics that were

expressly incorporated into the National Agreement. For example, the Supplemental

Insurance Agreement (always Exhibit B) and its accompanying Insurance Program

(always Exhibit B-1) addressed the health insurance coverage at issue in this case.

Company-paid retiree healthcare benefits were established in 1962, with Rockwell

paying half the cost. In the 1965 CBA, Rockwell agreed to pay the full cost of retiree

healthcare benefits. The core benefits language at issue in this case first appeared in the

1968 CBA and continued in the 1971, 1974, 1977, 1980, 1982, 1985, 1988, 1991, 1994,

1997, and 2000 CBAs. Over those years, benefits improved in various ways, but the

core language regarding retiree healthcare coverage remained essentially unchanged.

See Cole v. ArvinMeritor, Inc., 515 F. Supp. 2d 791, 795 (E.D. Mich. 2006) (summary

judgment order).
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 4

In 1991, Rockwell began to require that retirees participate in a mandatory mailorder and generic-drug program. But this change did not fundamentally alter benefits;

it simply changed the mechanism for buying drugs and actually resulted in a savings to

retirees. See Cole v. ArvinMeritor, Inc., 516 F. Supp. 2d 850, 873 (E.D. Mich. 2005)

(preliminary injunction order).

The UAW agreed to a change in benefits in 2000 that adversely affected

employees who retired from the Oshkosh plant before 2001. As a result, affected

employees’ copayments for generic drugs went from $3 to $5, while their copayment for

brand-name drugs more than doubled—from $3 to $7.

In 2001, ArvinMeritor unilaterally froze Medicare Part B premium

reimbursements at 1999 levels for closed-plant retirees age 65 or older. The practical

impact of this change for retirees was an increase of hundreds of dollars per year in the

net amount of their Medicare premiums. Later, in 2003, ArvinMeritor unilaterally

eliminated dental, vision, and hearing-aid coverages for retirees. It also increased

deductibles, copays, and out-of-pocket maximums. Finally, ArvinMeritor announced

plans in 2005 to eliminate all healthcare benefits as of the next year for all retirees,

dependents, and surviving spouses age 65 or older.

B. Procedural background

In April 2003, the UAW brought suit against ArvinMeritor and Rockwell in the

United States District Court for the Eastern District of Michigan. It asserted claims

under § 301 of the LMRA, 29 U.S.C. § 185, and § 501(a)(1)(B) of ERISA, 29 U.S.C.

§ 1132(a)(1)(B). Later, the UAW amended its complaint to add Robert Cole, John

Adams, and Richard Lanter, retirees from Rockwell plants in Ashtabula, Ohio, Detroit,

Michigan, and Winchester, Kentucky respectively, as representatives for a class of

similarly situated retirees (and surviving spouses) from eleven different plants. The

lawsuit was based on ArvinMeritor’s unilateral reduction of benefits and increase in outof-pocket expenses for retirees in 2003.
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 5

In September 2004, the UAW, along with class representatives Bernard Faust,

Lois Last, David Reamer, and Charles Schmidt, filed a substantially identical lawsuit in

the Eastern District of Michigan on behalf of retirees and surviving spouses from

Rockwell’s plant in Oshkosh, Wisconsin. That case was consolidated with the Cole case

in October 2005. The district court eventually certified a class of approximately 2,900

UAW-represented retirees (along with spouses and eligible dependents) from the

defendants’ plants in Illinois, Indiana, Kentucky, Michigan, Ohio, and Wisconsin who

currently or formerly received retiree healthcare benefits from the defendants.

While the lawsuit was proceeding, ArvinMeritor made the announcement in 2005

that it was eliminating all healthcare benefits for retirees age 65 or older. This caused

the plaintiffs to file a motion for a preliminary injunction to force ArvinMeritor to

continue providing those benefits. After an evidentiary hearing, the district court granted

the preliminary injunction. Cole, 516 F. Supp. 2d at 880. The court found that “the

contracting parties’ intention to provide lifetime retiree health coverage” was expressed

in the “explicit language” of the CBAs. Id. at 866, 876. According to the district court,

this intention was confirmed by: (1) contractual context; (2) written “lifetime”

assurances to employees, retirees, and surviving spouses by multiple company officials;

(3) decades of booklets and summary plan descriptions (SPDs) promising that healthcare

benefits “will be continued during retirement” for both retirees and eligible dependents;

(4) numerous explicit oral assurances of “lifetime” coverage made by company officials

in various plants over the decades; (5) the early expression of the intent for benefits to

continue “for life” in the 1971 Rockwell benefits book; and (6) the retiree insurance

cards issued in 1972, 1973, and 1982; and (7) the testimony and declarations of

witnesses demonstrating that the negotiated security of lifetime pension and healthcare

benefits was widely known, understood, and communicated for decades among unionrepresented employees, supervisory employees, and company and union officials who

negotiated the CBAs and the plant-closing agreements. Id. at 866-67.

The district court also applied a series of precedents that it referred to as the

Golden-Meridian decisions. These are Sixth Circuit and Eastern District of Michigan
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 6

cases that the court characterized as “mirror images of the instant case,” some addressing

the actual UAW-Rockwell CBAs at issue, some addressing “virtually identical” CBA

language, and some addressing “similar” language. All of the decisions enforced

promises of lifetime retiree healthcare benefits. See Cole, 516 F. Supp. 2d at 865.

Following the entry of the preliminary injunction, each side moved for summary

judgment, with the defendants essentially repeating the arguments they had made at the

preliminary-injunction stage. The district court granted the plaintiffs’ motion, denied

the defendants’ motion, and permanently enjoined the defendants from altering or

canceling retiree healthcare benefits. Cole, 515 F. Supp. at 794. Quoting the language

of the CBA, the court concluded:

This language, tying pension status to retiree health benefits—and

providing that the health benefits “at the time of retirement . . . shall be

continued thereafter” for retirees and “any eligible

dependants”—constitutes an enforceable contractual promise of lifetime

retiree health benefits to accompany lifetime pension benefits . . . .

The Court thus interprets the relevant CBAs as unambiguously promising

health benefits for each retiree’s lifetime and for the lifetimes of each

retiree’s eligible dependents and surviving spouses.

Id. at 800-01.

The court found that the lifetime promises were confirmed by the following: 

(1) the “virtually identical” Golden-Meridian precedents,

(2) the contractual context, including

(a) cost-controlling caps on retiree healthcare benefits extending

“well beyond” the expiration of the CBAs, and

(b) duration limits on healthcare benefits for those laid-off or on

leave, in contrast to no duration limits on retiree healthcare

benefits,

(3) the “substantial evidence of written assurances of lifetime healthcare

benefits,” including
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 7

(a) “lifetime” letters sent between 1988 and 2001,

(b) “for life” prescription cards issued between 1972 and 1984,

(c) the 1971 Rockwell “for life” healthcare benefits booklet, and

(d) company booklets and SPDs issued between 1968 and 2000,

which assured that health benefits “will be continued during

your retirement for yourself and for your eligible

dependents,” and

(4) “oral ‘lifetime’ assurances” made over four decades by company

officials.

Id. at 798-807. In conclusion, the court noted that “[e]ven if the Court had found the

contract language ambiguous, the extrinsic evidence supports the conclusion that the

parties intended that retiree health benefits were vested for life.” Id. at 809.

Upon the defendants’ request, the district court later vacated the summary

judgment order and issued a replacement order that was nearly identical except that it

reserved a determination of the details of the permanent injunctive relief for later

proceedings. The defendants then timely appealed to this court.

II. ANALYSIS

A. Vesting of healthcare-benefit plans

There are two types of employee benefit plans: pension plans and welfarebenefit plans. Noe v. PolyOne Corp., 520 F.3d 548, 552 (6th Cir. 2008). Although

pension plans are subject to mandatory vesting under ERISA, welfare-benefit plans are

not. Id. Retiree healthcare-benefit plans, such as those involved here, are welfarebenefit plans; vesting only occurs if the parties so intended when they executed the

applicable labor agreements. Id. “A court may find vested rights ‘under a CBA even

if the intent to vest has not been explicitly set out in the agreement.’” Id. (quoting

Maurer v. Joy Technologies., Inc., 212 F.3d 907, 915 (6th Cir. 2000)). If the rights to
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 8

healthcare coverage have vested, then the unilateral termination of coverage violates

§ 301 of the LMRA. Id. Employers are free, on the other hand, to terminate any

unvested welfare benefits upon the expiration of the relevant CBA. Id.

This circuit’s leading case for determining whether the parties to a CBA intended

benefits to vest is International Union, United Automobile, Aerospace & Agricultural

Implement Workers of America v. Yard-Man, 716 F.2d 1476 (6th Cir. 1983). Yard-Man

instructs that basic rules of contract interpretation apply, meaning that the courts must

first examine the CBA language to see if clear manifestations of an intent to vest are

present. Id. at 1479. Furthermore, each provision of the CBA is to be construed

consistently with the entire CBA and “the relative positions and purposes of the parties.”

Id. The terms of the CBA should be interpreted so as to avoid illusory promises and

superfluous provisions. Id. at 1480. Yard-Man also explained that “retiree benefits are

in a sense ‘status’ benefits which, as such, carry with them an inference . . . that the

parties likely intended those benefits to continue as long as the beneficiary remains a

retiree.” Id. at 1482. With regard to the so-called “Yard-Man inference,” later decisions

of this court have stated that Yard-Man does not create a legal presumption that retiree

benefits are vested for life. Yolton v. El Paso Tenn. Pipeline Co., 435 F.3d 571, 579 (6th

Cir. 2006). Yard-Man is instead “properly understood as creating such an inference only

if the context and other available evidence indicate an intent to vest.” Noe, 520 F.3d at

552.

Where an ambiguity exists in the provisions of a CBA, the court may resort to

extrinsic evidence to ascertain whether the parties intended for the benefits to survive

the agreement. Int’l Union, United Auto. Aerospace & Agric. Implement Workers of Am.

v. BVR Liquidating, Inc., 190 F.3d 768, 774 (6th Cir. 1999). If an examination of the

available extrinsic evidence fails to conclusively resolve the issue and a question of

intent remains, then summary judgment is improper. Int’l Union, United Mine Workers

of Am. v. Apogee Coal Co., 330 F.3d 740, 744 (6th Cir. 2003). We review a district

court’s grant of summary judgment de novo. Nichols v. Moore, 477 F.3d 396, 398 (6th
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 9

Cir. 2007). Likewise, de novo review applies to questions of contract interpretation.

Yolton, 435 F.3d at 577.

B. Terms of the CBA

We must first assess the “explicit language” of the CBAs and apply “basic

principles of contract interpretation.” Yard-Man, 716 F.2d at 1479. Accordingly, we

will address the district court’s conclusion that the language of the Insurance Program

specifically provides for vested lifetime retiree healthcare benefits. In our review of the

language at issue, we note that the numbering of various sections of the CBAs changed

over the years, but that the substance of the text remained unchanged. The district court,

for example, refers to § 8 of the Insurance Agreement, discussed in detail below, as § 10,

based on the numbering in the 1991 CBA. We will instead reference the numbering used

in the 1968 CBA, where the language at issue in this case first appeared.

1. The “shall be continued” language of the Insurance Program

The cornerstone of the district court’s preliminary-injunction and summaryjudgment decisions was its finding that language from Article III of the Insurance

Program—a document incorporated into the CBAs—explicitly provides for lifetime

retiree healthcare benefits. Article III is titled “Health Care Benefits.” The fifth section

of that article is titled “Continuance of Health Care Coverages Upon Retirement or

Termination of Employment at Age 65 or Older.” Section 5(a) addresses, among other

things, the “continuance” of healthcare coverage for both pension-eligible and

nonpension-eligible retirees. It provides in pertinent part:

The Health Care . . . Coverages an employee has under this Article at the

time of retirement or termination of employment at age 65 or older . . .

shall be continued thereafter provided that suitable arrangements can

be made with the Carrier(s). Contributions for coverages so continued

shall be in accordance with Article I, Section 3(b)(6).

(emphasis added). This language, the district court concluded, “unambiguously

promises lifetime health benefits.” Cole, 515 F. Supp. 2d at 799.
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 10

There is substantial precedential support for the district court’s conclusion in the

form of the Golden-Meridian line of cases, which it called “mirror images of the instant

case.” Cole, 516 F. Supp. 2d at 867. The Golden-Meridian precedents are composed

of: (1) McCoy v. Meridian Auto. Sys., Inc., No. 03-74613, 2004 U.S. Dist. LEXIS 29219

(E.D. Mich. Feb. 6, 2004) (O’Meara, J.) (granting a preliminary injunction for retirees

based on the 1991-1994 Rockwell-UAW CBA); (2) McCoy v. Meridian Auto. Sys., Inc.,

390 F.3d 417 (6th Cir. 2004) (upholding Judge O’Meara’s preliminary injunction);

(3) McCoy v. Meridian Auto. Sys., No. 03-74613, 2005 U.S. Dist. LEXIS 40129 (E.D.

Mich. Feb. 28, 2005) (O'Meara, J.) (granting summary judgment for retirees based on

the 1991-1994 Rockwell-UAW CBA); (4) Golden v. Kelsey-Hayes Co., 845 F. Supp.

410 (E.D. Mich. 1994) (Gadola, J.) (granting a preliminary injunction for retirees based

on language “virtually identical” to that in the 1991-1994 UAW-Rockwell CBA);

(5) Golden v. Kelsey-Hayes Co., 73 F.3d 648 (6th Cir. 1996) (affirming Judge Gadola’s

decision to grant a preliminary injunction); and (6) Golden v. Kelsey-Hayes Co., 954 F.

Supp. 1173 (E.D. Mich. 1997) (Gadola J.) (granting summary judgment for retirees).

Based on the Golden-Meridian precedents, which addressed either the same

CBAs at issue here, or “virtually identical” language from other CBAs, the district court

concluded that the “shall be continued thereafter” language from the Insurance Program

created an enforceable promise of lifetime benefits. But because none of the decisions

in the Golden-Meridian line of cases addressed the effect of the durational limitation

imposed by § 8 of the Insurance Agreement, we will examine below the potential

limiting effect of that provision.

2. Section 8 durational limitation

The defendants have argued at every stage of this litigation that § 8 of the

Insurance Agreement expressly limits retiree insurance coverage to the duration of the

CBA. Section 8 provides as follows:

This [Insurance] Agreement and [Insurance] Program as modified and

supplemented by the [Insurance] Agreement shall continue in effect until

the termination of the Collective Bargaining Agreement of which this is

a part.
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 11

Ins. Agreement at § 8. The district court rejected the defendants’ arguments regarding

that section, characterizing § 8 as only a general durational clause. Cole, 515 F. Supp.

2d at 802. In doing so, it noted the rule in this circuit that general durational clauses

cannot trump contractual promises of lifetime retiree healthcare benefits. Id. “[G]eneral

durational provisions only refer to the length of the CBAs and not the period of time

contemplated for retiree benefits. Absent specific durational language referring to retiree

benefits themselves, courts have held that the general durational language says nothing

about those retiree benefits.” Yolton, 435 F.3d at 580-81 (citations and internal quotation

marks omitted). The Yolton court interpreted similar “concurrent language” in the CBA

at issue in that case as doing

nothing to those employees who have already retired under the plan. The

durational language only affects future retirees—that is, someone who

retired after the expiration of a particular CBA would not be entitled to

the previous benefits, but is rather entitled only to those benefits newly

negotiated under a new CBA. Thus, the retirement package available to

someone contemplating retirement will change with the expiration and

adoption of CBAs, but someone already retired under a particular CBA

continues to receive the benefits provided therein despite the expiration

of the agreement itself.

Id. at 581 (second emphasis added).

The district court also relied on contextual clues from other portions of the CBAs

in support of its conclusion. To start with, the court noted that the Insurance Program

differentiates between active employees, inactive employees, and retirees/surviving

spouses with regard to the continuation of healthcare benefits. Cole, 515 F. Supp. 2d at

803. For example, employees in “active service” are entitled to continued company-paid

healthcare benefits for “any month in which the employee has earnings from the

company.” Id.; Ins. Program, Art. I, § 3(a)(1). Laid-off employees eligible for

supplemental wage payments are entitled to continued healthcare benefits under a

schedule, determined by seniority, for up to 24 months after they become inactive. Id.;

Ins. Program, Art. I, § 3(a)(3). In contrast, retiree healthcare benefits are not subject to

any durational limits. They begin “at the time of retirement” and “shall be continued

thereafter.” Id. at Art. III, § 5(a).
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 12

The district court reasoned that the differential treatment of employees by

classification illustrates that Rockwell clearly knew how to set specific time limits on

the continuation of healthcare benefits, and that it did so for certain classes of

employees. That it set no such limits for retirees and surviving spouses indicated to the

district court that Rockwell never intended for there to be any time limitations on those

benefits. Cole, 515 F. Supp. 2d at 803.

The district court also stressed the fact that the Pension Plan—which the

defendants admit is vested—and the Insurance Program have similar durational clauses.

It reasoned that “virtually identical” durational language would not have been used if the

language was intended to have one meaning as to healthcare benefits and another as to

pension benefits. Quoting Yolton, 453 F.3d at 581, the district court observed that

“[r]eviewing each provision in question as part of the integrated whole, the use of

singular language . . . provides substantial support for the plaintiffs’[] position.” Cole,

515 F. Supp. 2d at 803 (citation and internal punctuation marks omitted).

The defendants raise several arguments that challenge the district court’s

reasoning. Their main contention is that § 8 cannot be regarded as simply a “general”

durational provision because it refers to retiree benefits and expressly limits their

duration to the contract term; in other words, it does not “only refer to the length of the

CBAs.” See Yolton, 435 F.3d at 580. They note that this court in Yard-Man held that

the phrase “‘savings and pension plan programs’ continue only for the duration of the

collective bargaining agreement” constituted a specific durational limitation on benefits.

See Yard-Man, 716 F.2d at 1481-82. The defendants also cite two other cases in which

the Sixth Circuit enforced very similar specific durational clauses: UAW v. Cleveland

Gear Corp., No. C83-947, 1983 WL 2174 (N.D. Ohio Oct. 20, 1983), aff’d, No.

83-3839, 1984 U.S. App. LEXIS 13700 (6th Cir. Oct. 24, 1984), and Bittinger v.

Tecumseh Prods. Co., 83 F. Supp. 2d 851 (E.D. Mich. 1998), aff’d, 201 F.3d 440 (6th

Cir. 1999).

In Cleveland Gear, a clause in the master contract stated:
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 13

The Insurance Agreement and Insurance Plan, as revised, shall be

effective as provided therein and shall remain in full force and effect

during the term of this [CBA].

1983 WL 2174, at *2. The district court in Cleveland Gear concluded that the above

clause clearly demonstrated an intent to limit retiree insurance coverage to the contract

term, id., and the Sixth Circuit affirmed based on that reasoning. 1984 U.S. App. LEXIS

13700, at *2-3.

In Bittinger, the term limitation provision stated:

The Company has established an Insurance Plan for employees covered

by the Agreement and this Plan shall remain in effect for the duration of

the Labor Agreement without costs to said employees.

83 F. Supp. 2d at 858. The district court in Bittinger found, and this court agreed, that

the provision in question “unambiguously express[ed] defendants’ intent that the

duration of [their] obligation to provide fully funded benefits is coextensive with the

CBA.” Id. at 861.

Citing Yolton, the district court below distinguished Cleveland Gear and

Bittinger on the ground that the agreements in those cases did not contain tie-ins to

pension benefits, as do the Rockwell-UAW CBAs. Cole, 515 F. Supp. 2d at 803-04.

This explanation is reasonable, but not irrefutable. For one thing, the Cleveland Gear

court did not describe the contents of either the insurance agreement or the insurance

plan at issue in that case. We therefore do not know whether the benefit documentation

in Cleveland Gear had pension tie-in language or not.

More importantly, the record is less than clear that the Rockwell-UAW CBAs do

tie retiree healthcare benefits to pension status. Both the Insurance Agreement and

Insurance Program contain language expressly stating that insurance benefits are also

available to retirees who are ineligible for pension benefits. See Ins. Agreement, Art. I,

§ 3(b)(6)(ii) (providing that insurance coverages are available to certain retirees who are

ineligible for pension benefits); Ins. Program, Art. III, § 6(a) (“Hospital and Medical

Expense Coverages . . . an employee has under this Article at the time of retirement or

termination of employment at age 65 or older for any reason other than a discharge for
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 14

cause with insufficient service to entitle him to the benefit under . . . [the] Pension Plan,

shall be continued thereafter.”) (emphasis added).

Finally, the defendants assert that the district court’s conclusion that the

durational clause was general in nature ignores the fact that the National Agreement

already had a general durational limitation (at Article XVIII), and that the parties would

have had no need to negotiate a redundant general durational clause in the Insurance

Agreement. An interpretation of the CBA in which one general durational clause is

redundant with another would run afoul of Yard-Man’s adminition that CBAs must be

interpreted in such a way that gives full effect to all provisions and “render[s] none

nugatory.” Yard-Man, 716 F.3d at 1480. The district court did not discuss this apparent

redundancy.

Despite the plausibility of several of the defendants’ arguments regarding § 8,

we are bound to apply the analysis recently employed by this court in Yolton and Noe.

The district court in Noe had concluded that two durational limitations in the benefits

agreements that were incorporated into the CBAs (similar to the Insurance Agreement

and Insurance Program here) expressed an intent not to vest retirement benefits.

3:06-CV-170H, 2006 U.S. Dist. LEXIS 92098, at **12-13 (W.D. Ky. Dec. 19, 2006).

One of the clauses in question, § 12.1, provided that medical benefits would continue

“for the duration of this Agreement.” Id. at *12. The other provision, § 16.4, related

to benefits and provided that “[u]pon termination, this Agreement shall terminate in all

respects except that the benefits provided by it shall be extended for ninety (90) days

following such termination.” Id. at **12-13. Worth noting is that the durational

provisions in Noe referred even more specifically to healthcare benefits than does § 8 in

this case. Id.

This court reversed the district court, relying on language from Yolton in holding

that “‘absent specific durational language referring to retiree benefits themselves[,]’ a

general durational clause says nothing about the vesting of retiree benefits.” Noe, 520

F.3d at 555 (quoting Yolton, 435 F.3d at 581). Examining § 12.1 of the Insurance

Agreement in Noe, this court found it “indistinguishable from the language we held to
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 15

be a general durational provision” in the unpublished case of International Union,

United Automobile, Aerospace & Agricultural Implement Workers of America v. Loral

Corp, Nos. 95-3710, 95-3711, 1997 U.S. App. LEXIS 2118, at * 3 (6th Cir. 1997).

The Noe court also cited International Union, United Automobile, Aerospace &

Agricultural Implement Workers of America v. BVR Liquidating, Inc., 190 F.3d 768 (6th

Cir. 1999), in support of its conclusion. This court in BVR Liquidating held that retiree

healthcare benefits vested notwithstanding an introductory clause stating that benefits

would be provided “at no cost to the Employees or retirees for the term of this

Agreement . . . .” Id. at 774. Likewise—and of particular relevance here—the Noe court

found that §§ 12.1 and 16.4 were not specific limitations because they referred to “all

benefits available to all employees, active and retired,” but did not single out retiree

benefits. Noe, 520 F.3d at 557.

A recent district court analyzing durational language in a CBA very similar to

that in § 8 also found that the durational provision was general in nature and did not limit

retirement benefits to the length of the CBA. See Rose v. Volvo Constr. Equip. N. Am.,

Inc., 542 F. Supp. 2d 751, 763 (N.D. Ohio 2008). The court gave two reasons for its

conclusion: (1) that the durational language did not specifically reference retiree

healthcare benefits, and thus did not satisfy the test in Yolton; and (2) that the pensionplan portion of the CBA, which the defendant admitted was vested for life, was nearly

identical to the provision for insurance benefits, and there was no logical basis to

attribute different meanings to the two provisions. Id. at 764-66.

The defendants have failed to distinguish Noe and the other cited cases analyzing

similar durational clauses, other than to contend that those cases were wrongly decided.

Indeed, there is a reasonable argument to be made that, while this court has repeatedly

cautioned that Yard-Man does not create a presumption of vesting, we have gone on to

apply just such a presumption. See Noe, 520 F.3d at 567-68 (Sutton, J., dissenting). In

any event, Yolton requires that a durational limitation must include a specific mention

of retiree benefits in order to apply to such benefits. Section 8 of the Rockwell/UAW

Insurance Agreement simply does not include such a specific mention. Moreover,
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 16

because Noe, BVR Liquidating, and other cases have found durational limitations even

more specific than § 8 to constitute only general limitations, then we are bound to find

that § 8 is a general limitation that does not limit retiree healthcare benefits to the length

of the CBA. See Salmi v. Sec’y of Health & Human Servs., 774 F.2d 685, 689 (6th Cir.

1985) (“A panel of this Court cannot overrule the decision of another panel.”).

C. The defendants’ rule of construction/North Bend Terminal argument

The defendants alternatively argue that, even if the durational clause in § 8 of the

Insurance Agreement is not found to be determinative, there is a conflict between § 8

and the “shall be continued thereafter” language from the Insurance Program upon which

the district court based its decision. They note that § 1 of the Insurance Agreement

provides that, in the event of a conflict between it and the Insurance Program, the

Insurance Agreement controls “to the extent necessary to eliminate such conflict.” The

district court did not address this argument, presumably because the argument is simply

a repackaging of the defendants’ position regarding § 8 in slightly different terms.

Neither of the cases cited in support by the defendants arose in the same context as this

case. See UAW v. Textron, Inc., 359 F.2d 966 (6th Cir. 1966) (interpreting conflicting

language within the CBA over the termination of pension benefits where both sides

indicated an intent to terminate the agreement); Haytcher v. ABS Indus., Inc., 889 F.2d

64 (6th Cir. 1985) (construing conflicting CBA language in a dispute over the funding

of pension benefits). As noted in Part II.B.2. above, Yolton applies directly to this case

and controls the outcome of the § 8 issue.

Finally, the defendants argue that there was no “meeting of the minds” on retiree

healthcare benefits, and that United Steelworkers of America v. North Bend Terminal

Co., 752 F.2d 256 (6th Cir. 1985), dictates that the plaintiffs must accordingly lose. This

argument seems far-fetched, at best. In North Bend Terminal, the CBA required the

employer to contribute to a pension plan, but was silent on the issue of its liability to

fully fund the plan. Id. at 260. This court declined to impose an obligation on the

employer to continue funding the pension plan after the facility closed because the

parties likely never considered the impact of a closing on the employer’s funding
No. 06-2224 Cole et al. v. ArvinMeritor, Inc. et al. Page 17

obligation. Id. We agree with the district court’s evaluation of the defendants’ North

Bend Terminal argument:

North Bend is easily distinguished. Here, unlike the facts in North Bend,

the parties expressed their intent in unambiguous contract language. Even

if the Court had found the contract language ambiguous, the extrinsic

evidence supports the conclusion that the parties intended that retiree

health benefits were vested for life.

Cole, 515 F. Supp. 2d at 809.

D. Extrinsic evidence

Because this court’s precedents under the Golden-Meridian line of cases, along

with Yolton, Noe, and other similar decisions, hold that the language of the CBAs creates

an unambiguous promise for lifetime healthcare benefits, we need not consider extrinsic

evidence of the parties’ intentions. But we note that such evidence, had we considered

it, weighs heavily in the favor of the plaintiffs and indicates the defendants’ intention to

provide lifetime retiree healthcare benefits.

III. CONCLUSION

For all of the reasons set forth above, we AFFIRM the judgment of the district

court.