1 

U N I T E D S T A T E S D I S T R I C T C O U R T 

 D I S T R I C T O F N E W J E R S E Y 

 

MARTIN LUTHER KING JR. FEDERAL BLDG. & U.S. COURTHOUSE 

 50 WALNUT STREET, P.O. BOX 419 

 NEWARK, NJ 07101-0419 

 (973) 645-6340 

WILLIAM J. MARTINI

 JUDGE 

 LETTER OPINION 

December 16, 2011 

Stephen M. Orlofsky 

Blank Rome LLP 

301 Carnegie Center, 3rd Floor 

Princeton, NJ 08540 

Marvin M. Goldstein 

Proskauer Rose LLP 

One Newark Center 

Newark, NJ 07102 

(Attorneys for Plaintiff)

William T. Josem 

Cleary & Josem LLP 

450 Tilton Road, Suite 220 

Northfield, NJ 08225 

William Wertheimer 

Law Office of William Wertheimer 

30515 Timberbrook Lane 

Bingham Farms, MI 48025 

(Attorneys for Defendants) 

RE: Honeywell International Inc. v. International Union, United Automobile, 

Aerospace and Agricultural Implement Workers of America, et al.

 Civil Action No. 11- 04250 (WJM) 

Dear Counsel: 

 This matter comes before the Court on Defendants’ motion to dismiss. The Court 

heard oral argument on November 30, 2011. For the reasons stated below, the motion to 

dismiss is GRANTED. 

Case 2:11-cv-04250-WJM-MAS Document 36 Filed 12/16/11 Page 1 of 7 PageID: 911
2 

I. FACTUAL AND PROCEDURAL BACKGROUND 

Plaintiff Honeywell International Inc. (“Honeywell” or “the Company”) is a 

diversified technology and manufacturing company incorporated in Delaware and 

maintaining its principal place of business in Morristown, New Jersey. Defendant 

International Union, United Automobile, Aerospace and Agricultural Implement Workers 

of America (“UAW”) was the collective bargaining representative for more than 4,700 

Honeywell manufacturing plant employees who have since retired. The UAW’s 

headquarters are in Detroit, Michigan. The four individual Defendants are retired hourly 

employees who worked at Honeywell’s Teterboro, New Jersey facility. 

For over 50 years, the UAW and Honeywell (or one of its predecessors) have been 

parties to a series of collective bargaining agreements (“CBAs”). The terms of the CBAs 

are re-negotiated every three or four years, and the negotiations have always taken place 

in Michigan. Throughout the negotiations of 2003, 2007, and 2011, the parties had an 

ongoing dispute regarding Honeywell’s obligation to provide healthcare benefits to 

retirees. As part of the 2007 CBA, the parties agreed that new language regarding retiree 

healthcare contributions would take effect on January 1, 2012, but the parties disagreed 

about whether the new language could be lawfully applied to retirees who retired before 

2003. Before Honeywell filed its Complaint, both parties had taken opposing legal 

positions during negotiations, but neither party had threatened litigation. 

On July 25, 2011, Honeywell filed this action against four retired manufacturing 

employees, a putative class of similarly situated retirees, eligible dependents and 

surviving spouses, and the UAW. The complaint states that the Company “will begin 

capping its contributions toward . . . healthcare coverage” on January 1, 2012. Compl. 4, 

ECF No. 1. The Company seeks a declaration that it may cap its contributions for all 

retirees, including those who retired before 2003. 

On September 15, 2011, seven weeks after Honeywell filed its complaint (the “NJ 

Complaint”), and one day before its response to the NJ Complaint was due, the UAW 

filed a breach of contract action against Honeywell in the Eastern District of Michigan 

(“Michigan action”). The Michigan action alleges that Honeywell’s announcement in its 

NJ Complaint that it will limit healthcare contributions starting on January 1, 2012 

constituted an anticipatory breach of the CBAs. The following day, the UAW filed the 

instant motion to dismiss the NJ Complaint. On September 19, 2011, Honeywell 

formally notified the retirees that it planned to limit healthcare contributions starting on 

January 1, 2012. 

II. DISCUSSION 

Defendants urge the Court to exercise its discretion under the Declaratory 

Judgment Act to dismiss this action in favor of the Michigan action. Honeywell argues 

Case 2:11-cv-04250-WJM-MAS Document 36 Filed 12/16/11 Page 2 of 7 PageID: 912
3 

that the Court should retain jurisdiction over this action pursuant to the first-filed rule. 

For the reasons set forth below, the Court will decline jurisdiction in this case.1

A. Standard of Review 

The Declaratory Judgment Act (“DJA”) provides that, “[i]n the case of [an] actual 

controversy within its jurisdiction . . . any court of the United States, upon the filing of an 

appropriate pleading, may declare the rights and other legal relations of any interested 

party seeking such declaration.” 28 U.S.C. § 2201(a). The Supreme Court has made 

clear that “district courts possess discretion in determining whether and when to entertain 

an action under the DJA, even when the suit otherwise satisfies subject matter 

jurisdictional prerequisites.” 2 Wilton v. Seven Falls Co., 515 U.S. 277, 282 (1995). 

District courts are instructed to exercise this discretion based on “considerations of 

practicality and wise judicial administration.” State Auto Insurance v. Summ’y, 234 F.3d 

131, 134 (3rd Cir. 2000), citing Wilton, 515 U.S. at 288. “‘[T]he propriety of declaratory 

relief in a particular case will depend upon a circumspect sense of its fitness informed by 

the teachings and experience concerning the functions and extent of federal judicial 

power.’” Wilton, 515 U.S. at 287 (internal quotations omitted). The DJA is not to be 

used as a “tactical device whereby a party who would be a defendant in a coercive action 

may choose to be a plaintiff by winning the proverbial race to the courthouse.” Hyatt 

Int’l v. Coco, 302 F.3d 707, 712 (7th Cir. 2002). 

B. Michigan Is the Proper Forum for the Dispute 

Defendants argue that this action should be dismissed in favor of the Michigan 

action because the UAW and the retirees are the natural plaintiffs in this case and 

depriving them of their choice of forum undermines the policies underlying ERISA and 

the LMRA. Honeywell argues that its declaratory judgment action was properly filed and 

that retirees do not have an absolute right to litigate in the forum of their choice. The 

Court concludes that this action should be dismissed for three reasons. 

First, the Court agrees that the retirees and the UAW are the natural plaintiffs in 

this dispute. The natural plaintiffs in an action are the “the parties who allege that they 

have been wronged.” In re Amendt, 169 Fed. Appx. 93, 97 (3d Cir. 2006). In this case, 

the retirees are alleging that they have been wronged. As between an action in which an 

employer is suing its own retirees for a declaratory judgment that it can cap their 

healthcare benefits, and a breach of contract action in which a class of retirees is suing an 

 

1

 Defendants also argued that the NJ Complaint failed to state a claim under the Labor 

Management Relations Act (“LMRA”) and the Employee Retirement Income Security 

Act (“ERISA”). Because the Court declines to exercise jurisdiction pursuant to the DJA, 

the Court will not reach the merits of the LMRA and ERISA arguments.

2

 The Court has subject-matter jurisdiction over this case pursuant to 28 U.S.C. § 1331, 

29 U.S.C. § 185 (§ 301 of the LMRA), and 29 U.S.C. § 1132 (§ 502 of ERISA). 

Case 2:11-cv-04250-WJM-MAS Document 36 Filed 12/16/11 Page 3 of 7 PageID: 913
4 

employer to enforce rights under a collective bargaining agreement, the latter clearly 

creates the more natural alignment of the parties. See BASF v. Symington, 50 F.3d 555, 

559 (8th Cir. 1995) (district court directed to dismiss declaratory judgment action where 

the “natural plaintiff,” the defendant in the declaratory action, chose to sue elsewhere). 

Second, Michigan has a greater nexus to the parties and the dispute. The parties’ 

negotiations have taken place against the backdrop of Sixth Circuit precedent for over 

half a century. The master CBAs have been negotiated in the Eastern District of 

Michigan for more than 50 years, and the 2003, 2007, and 2011 negotiations giving rise 

to this dispute took place in Michigan. The healthcare retirement language that is central 

to this dispute was negotiated in that District. Furthermore, the UAW has been 

headquartered in the Eastern District of Michigan for more than 75 years and 

Honeywell’s predecessors were headquartered in Michigan for decades. Finally, the 

office of Honeywell’s chief negotiator (who negotiated the 2003, 2007, and 2011 CBAs) 

is located in the Eastern District of Michigan. Thus, the Court finds that Michigan has a 

stronger connection to the dispute.3

 

Third, allowing the UAW and the retirees to define the class, select class 

representatives, and elect the forum of their choice better comports with the policies 

underlying ERISA and the LMRA. See 29 U.S.C. § 1001(b) (2001) (“[ERISA’s policy 

is] to protect . . . the interests of participants in employee benefit plans. . . by providing 

for appropriate remedies, sanctions, and ready access to the Federal courts.”); Moore v. 

Rohm & Haas Co., 446 F.3d 643, 645-46 (6th Cir. 2006) (citing Charles Dowd Box Co. 

v. Courtney, 368 U.S. 502, 508-09 (1962)) (The “basic purpose of §301(a) [of the 

LMRA] was not to limit, but to expand, the availability of forums for the enforcement of 

contracts made by labor organizations.”). While Honeywell is correct that ERISA does 

not confer an “absolute statutory right” on retirees to litigate in the forum of their choice 

(Honeywell’s Br. 18, ECF No. 18), the Court in this case will invoke its DJA discretion 

to defer to the plan participants’ choice of forum. 

C. Departure from the First-Filed Rule Is Warranted Because Honeywell 

Engaged in Forum Shopping 

Honeywell argues that the first-filed rule directs this Court to resolve the parties’ 

dispute. It is true that when two substantially similar cases are pending in two district 

courts, the “first-filed rule” usually governs. Equal Employment Opportunity 

Commission (“EEOC”) v. The University of Pennsylvania, 850 F.2d 969, 972, 976-77 

(3d Cir. 1988) (“The first-filed rule gives a court the power to enjoin the subsequent 

 

3

 Honeywell argues that New Jersey is the more appropriate forum for the dispute 

because 900 of the 4,700 retirees are located in New Jersey. However, the largest group 

of retirees resides in Indiana. Honeywell fails to explain why having the second highest 

number of retirees makes New Jersey the appropriate forum, especially given that the 

retirees themselves prefer to litigate in Michigan. 

Case 2:11-cv-04250-WJM-MAS Document 36 Filed 12/16/11 Page 4 of 7 PageID: 914
5 

prosecution of proceedings involving the same parties and the same issues already before 

another district court.”). However, the first-filed rule “is not a rigid or inflexible rule to 

be mechanically applied.” Id. at 976 (internal quotations omitted). Courts have 

consistently recognized that departure from the first-filed rule is warranted where, for 

example, there is evidence of bad faith or forum-shopping. Id. Overall, the rule is to be 

applied “with regard to what is right and equitable under the circumstances and the law, 

and directed by the reason and conscience of the judge to a just result.” Id. at 977 

(quoting Langnes v. Green, 282 U.S. 531, 541 (1931)). 

In this case, there are two reasons to conclude that Honeywell engaged in forum 

shopping. First, by filing an action in the Third Circuit, Honeywell avoided the less 

favorable law of the Sixth Circuit where the CBAs were negotiated. The Sixth Circuit 

has developed a sophisticated body of case law regarding retirement healthcare benefits 

based on the seminal case UAW v. Yard-Man, Inc., 716 F.2d 1476 (6th Cir. 1983), cert. 

denied 465 U.S. 1007 (1984) (“Yard-Man”). Pursuant to Yard-Man and its progeny, 

CBA language similar to the language at issue in this case has been held to confer 

lifetime, company-paid healthcare on retirees. Yard-Man, 716 F.2d at 1479-80. Courts 

in the Third Circuit, by contrast, have explicitly rejected the Yard-Man presumption of 

lifetime benefits. UAW v. Skinner Engine Co., 188 F.3d 130, 140 (3rd Cir. 1999) (“We 

cannot agree with Yard-Man and its progeny that there exists a presumption of lifetime 

benefits in the context of employee welfare benefits.”). Thus, it appears that Honeywell 

filed an action in the Third Circuit at least in part because it wanted to avoid unfavorable 

Sixth Circuit precedent. EEOC, 850 F.2d at 978 (the first-filed rule “should not apply 

when at least one of the filing party’s motives is to circumvent local law”). 

Second, the timing of Honeywell’s filing suggests that Honeywell raced to the 

courthouse to get its choice of forum. See AmSouth Bank v. Dale, 386 F.3d 763, 789 (6th 

Cir. 2006) (forum shopping occurs when a “declaratory plaintiff has filed in an attempt to 

get her choice of forum by filing first”). Employers have a statutory duty to notify plan 

participants of impending material changes in a plan that might adversely affect them. 

See 29 U.S.C. §1024(b)(1)(B). Indeed, these types of cases are typically commenced by 

unions in response to an employer’s benefits reduction notification. See, e.g., Winnett v. 

Caterpillar, Inc., 609 F.3d 404, 406-07 (6th Cir. 2010). In this case, however, Honeywell 

did not notify its retirees of the benefits cap until two months after it filed suit. Thus, the 

retirees lost the race to the courthouse because they did not know they were in a race. 

Honeywell responds by asserting that it “repeatedly told” UAW representatives 

during negotiations that the Company would begin capping benefits on January 1, 2012. 

Decl. of Edward J. Bocik ¶ 5, ECF No. 18-1. Honeywell further asserts that it was 

“justified in assuming that the clear notice it provided to the UAW concerning the 

implementation of the caps would be communicated to the affected retirees.” 

Honeywell’s Ltr. at 4, ECF No. 30. This argument is entirely unpersuasive. Even 

assuming that both of Honeywell’s representations are true, no company would ever be 

Case 2:11-cv-04250-WJM-MAS Document 36 Filed 12/16/11 Page 5 of 7 PageID: 915
6 

justified in assuming that a union mailed 4,700 benefits notifications on the company’s 

behalf in response to positions that the company took during bargaining. Honeywell 

further asserts that it waited two months to send the statutorily mandated notice because 

“it took time and resources to adequately prepare” the notification letter. Honeywell’s 

Ltr. at 4. If Honeywell had time to prepare a 31-page complaint, it certainly had time 

prepare a one-page notification letter. The Court therefore concludes that Honeywell was 

motivated by forum-shopping when it filed its declaratory judgment action in this Court.4

At least one other court in the Third Circuit has been faced with nearly identical 

facts and has come to the same conclusion. In Crown Cork & Seal Co. v. USW, AFLCIO-CLC, No. 03-1381, 2004 U.S. Dist. LEXIS 760 (W.D. Pa. Jan. 9, 2004), an 

employer (“Crown”) sued a defendant class of blue-collar retirees seeking a declaration 

that it could reduce their retirement benefits. Id. at *2. The retirees and the union then 

commenced a parallel action in the Southern District of Ohio, alleging that Crown 

breached the parties’ collective bargaining agreement and violated the LMRA and 

ERISA. Id. at *2-4. The retirees and the union moved to dismiss the first-filed action, 

arguing that Crown engaged in forum-shopping to avoid Sixth Circuit precedent 

regarding an employer’s obligations to provide healthcare benefits to retirees. Id. at *4. 

The Western District of Pennsylvania declined to exercise jurisdiction under the DJA and 

granted the motion to dismiss. The Court held that “the proper plaintiffs in an action to 

determine whether the retirees’ retirement benefits can be unilaterally changed . . . are the 

retirees and their Union [and,] as the proper plaintiffs, the retirees and their Union should 

be permitted to select the forum of their choice.” Id. at *9. In so holding, the Court 

concluded that the first-filed rule should not be extended to cases in which the first-filer 

engaged in forum-shopping. Id. at *10-11. This Court agrees in all respects with the 

reasoning of the Western District of Pennsylvania.5

Therefore, the Court will exercise its discretion under the DJA and decline 

jurisdiction over Honeywell’s declaratory judgment action. 

III. CONCLUSION

 

4

 Honeywell is correct that the anticipatory filing exception to the first-filed rule is 

inapplicable here. The anticipatory filing exception applies where a party “institute[s] 

suit in one forum in anticipation of the opposing party’s imminent suit in another, less 

favorable, forum.” EEOC, 850 F.2d at 976. The exception requires a showing that the 

first filer had explicit notice that the second-filer intended to initiate litigation in the 

immediate future. See Pai v. Reynolds Foil, Inc., No. 10-1465, 2010 WL 1816256, at *5 

(D.N.J. May 5, 2010). The UAW concedes that it had no notice of Honeywell’s intention 

to commence litigation. See Defs.’ Reply Br. 3. 5 In Crown Cork, the proceedings in the Ohio action were farther along than the 

proceedings in the Pennsylvania action, whereas in this case, nothing of substance has 

occurred in either forum. The absence of this one factor, however, does not compel a 

different result in this case.

Case 2:11-cv-04250-WJM-MAS Document 36 Filed 12/16/11 Page 6 of 7 PageID: 916
7 

For the foregoing reasons, Defendants’ motion to dismiss is GRANTED and the 

Complaint is dismissed without prejudice. An Order accompanies this Letter Opinion.

 /s/ William J. Martini 

 WILLIAM J. MARTINI, U.S.D.J. 

Case 2:11-cv-04250-WJM-MAS Document 36 Filed 12/16/11 Page 7 of 7 PageID: 917