International Union, United Automobile, Aerospace & Agricultural Implement Workers of America (UAW) v. Kelsey-Hayes Co.
872 F.3d 388
6th Cir.2017Background
- This is a post-Tackett line-drawing dispute about whether a specific collective bargaining agreement (CBA) created vested, lifetime retiree health-care benefits for covered retirees and surviving spouses.
- The panel denied rehearing en banc; multiple judges filed concurrences and a dissent arguing the circuit is internally inconsistent post-Tackett.
- The underlying analysis hinges on close contract interpretation: the CBA’s specific language about healthcare, presence of a general durational clause, and evidence of bargaining history or employer conduct.
- Some panels (e.g., Gallo, Cole) treated general durational clauses as negating lifetime vesting when no explicit durational language for retiree benefits exists; other panels (e.g., Reese, Kelsey-Hayes) found ambiguity permitting extrinsic evidence to support vesting.
- Judges disagree about the precedential role of Tackett III (811 F.3d 204) and whether Yard-Man’s pro-retiree inference should survive Tackett.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the CBA vested lifetime retiree healthcare | Retirees: CBA language plus bargaining history and employer conduct show intent to vest lifetime benefits | Employer: Absent explicit durational language, general durational clause limits benefits to the CBA term | Panel majority denied en banc; resolution depends on contract text and facts, not a broad rule for all CBAs |
| Weight of a general durational clause | Retirees: General clause does not automatically negate vesting; read whole instrument and extrinsic evidence | Employer: General durational clause supplies expiration and prevents inferring lifetime vesting | Panels split: Gallo/Cole treat clause as dispositive; Reese/Kelsey-Hayes treat it as ambiguous in context |
| Use of extrinsic evidence to resolve ambiguity | Retirees: Where language is ambiguous, extrinsic evidence (bargaining history, written assurances, employer conduct) can show intent to vest | Employer: Courts must apply ordinary contract rules and not infer vesting from silence; extrinsic evidence only if true ambiguity exists | Some panels admitted extrinsic evidence and found vesting; others found CBA unambiguous and refused extrinsic proof |
| Whether en banc rehearing is warranted to resolve intra-circuit conflict | Retirees/concurring judges: Circuit precedent is confused; en banc needed for uniform guidance | Other judges: Likely no single majority view; factual differences drive outcomes, en banc unlikely to help | Petition for rehearing en banc denied; dissent would have granted review to resolve conflicts |
Key Cases Cited
- M & G Polymers USA, LLC v. Tackett, 135 S. Ct. 926 (2015) (Supreme Court instructing CBAs be interpreted under ordinary contract principles and cautioning against inferring lifetime vesting from silence)
- Tackett v. M & G Polymers USA, Inc., 811 F.3d 204 (6th Cir. 2016) (panel elaborating on "ordinary principles," applying Tackett on remand)
- Gallo v. Moen, Inc., 813 F.3d 265 (6th Cir. 2016) (held retiree benefits did not vest where CBA lacked specific durational language and a general durational clause supplied expiration)
- UAW v. Kelsey-Hayes, 854 F.3d 862 (6th Cir. 2017) (panel found ambiguity and relied on extrinsic evidence to support vesting; panel rehearing denied)
- Reese v. CNH Indus. N.V., 854 F.3d 877 (6th Cir. 2017) (panel found ambiguity and distinguished Gallo; opinions diverged on vesting scope)
- Cole v. Meritor, Inc., 855 F.3d 695 (6th Cir. 2017) (treated Gallo as controlling factual precedent and held no vesting where CBA explicitly tied benefits to the CBA’s continuation)
- UAW v. Yard-Man, Inc., 716 F.2d 1476 (6th Cir. 1983) (earlier Yard-Man pro-retiree inference; discussed as the background rule displaced by Tackett)