Bender v. Newell Window Furnishings, Inc.
681 F.3d 253
6th Cir.2012Background
- retirees at the Sturgis, Michigan plant were in a bargaining-unit represented by a former UAW Local;
- Newell and its subsidiaries acquired Kirsch assets and continued operations until plant closure;
- in 2005 Newell announced premium charges for retiree health benefits effective 2006;
- plaintiffs filed a class action under ERISA § 502(a)(1)(B) and LMRA § 301 alleging vested lifetime health benefits and Medicare Part B reimbursements;
- district court held Newell Window liable as successor to pre-1998 CBAs and that class members had vested health benefits and Part B reimbursements, with a six-year statute of limitations applied from accrual;
- appellate court reviewed de novo the district court’s contract-interpretation and vesting determinations, affirming the judgment
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Newell Window is a successor liable for pre-1998 CBA retiree benefits | Bender contends successor liability established by assumption of liabilities and conduct | Newell argues no implied or explicit successor liability for pre-1998 benefits | Yes; Newell Window bound as successor to pre-1998 CBAs |
| Whether retirees had vested rights to health benefits under the CBAs | The Yard-Man inference supports vesting of lifetime health benefits | Vesting not clearly intended; reservations and SPDs could negate it | Vesting inferred; extrinsic evidence supports lifetime vesting for pre-1994 retirees |
| Whether medical insurance benefits vested for pre-1986 and 1986–1993 retirees | CBAs provided benefits ‘as for employees and dependents’ with company paid premiums | Reservation-of-rights and termination provisions undermine vesting | Vested; pre-1986 and 1986–1993 retirees entitled to lifetime coverage per levels at retirement |
| Whether Medicare Part B premium reimbursements vested and under what terms | Full reimbursement beyond pension cap vested for retirees of record as of 7/31/1998 | No vesting beyond capped arrangements; settlement confirms limits | Vesting found; 1998 settlement confirms continued reimbursements for those retired by 7/31/1998 within cap rules; full reimbursement vested for those retirees in that cohort |
| Whether statute of limitations bars the claims | Claims accrued when breach became clear and unequivocal; timely filed | Accrual earlier due to reservations and SPDs | Claims timely; accrual occurred when changes were announced and 6-year period ran from then |
Key Cases Cited
- Noe v. PolyOne Corp., 520 F.3d 548 (6th Cir. 2008) (contract interpretation and vesting framework in ERISA-lite welfare benefits)
- Maurer v. Joy Techs., Inc., 212 F.3d 907 (6th Cir. 2000) (vendor/plan-level vesting inference and extrinsic evidence)
- Winnett v. Caterpillar, Inc., 609 F.3d 404 (6th Cir. 2010) (accrual timing for vested welfare-benefit claims under ERISA/LMRA)
- Reese v. CNH Am., LLC, 574 F.3d 315 (6th Cir. 2009) (unilateral modification exception and SPDs in vesting analysis)
- Prater v. Ohio Educ. Ass'n, 505 F.3d 437 (6th Cir. 2007) (limits on unilateral plan-reservation arguments in vesting)