Lockheed Martin Corp. v. Retail Holdings, N.V.
2011 U.S. App. LEXIS 8491
| 2d Cir. | 2011Background
- EOFS Plan, created in the 1950s for Old Singer's overseas employees, was funded via MetLife GAC 365F and APPR with residuals reverting to Old Singer on termination.
- Spin-Off Agreement (1986) split Old Singer into New Singer (sewing/furniture) and Old Singer (aerospace); Sections 2.01 and 4.02 transferred all SSMC Assets and Liabilities to New Singer.
- Section 8.02 enumerated certain pension plans to be transferred; EOFS Plan was not listed, creating a dispute over its transfer.
- Old Singer continued administering EOFS after the spin-off through 1987 and beyond, including record-keeping and regulatory filings, prompting New Singer’s claim of non-transfer.
- MetLife notified in 2000 that EOFS APPR reserves (~$3.8 million) and related MetLife stock would be conveyable to the rightful sponsor; ownership remained disputed.
- District court found ambiguous language and, relying on extrinsic evidence of post-contract conduct, held EOFS remained with Old Singer; on appeal the Second Circuit reversed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did sections 2.01 and 4.02 unambiguously transfer EOFS Plan? | New Singer emphasizes 'all' assets and liabilities; EOFS falls within sewing-related scope. | Old Singer argues EOFS not within enumerated scope and not explicitly listed in 8.02. | Yes; unambiguous transfer to New Singer. |
| Does Article VIII render the contract ambiguous about EOFS transfer? | Section 8.02 lacks exhaustivity; 2.01/4.02 already transfer all assets/liabilities. | Disputed remaining ownership under Article VIII controls disposition of certain plans. | No; Article VIII does not create ambiguity; EOFS transferred. |
| Is New Singer barred by res judicata from claiming EOFS assets? | N/A for plaintiff; res judicata not addressed as ownership resolved by contract interpretation. | New Singer did not pursue EOFS claim in bankruptcy proceedings. | Res judicata does not apply; contract transfer controls. |
Key Cases Cited
- Klos v. Polskie Linie Lotnicze, 133 F.3d 164 (2d Cir. 1997) (intentions govern contract interpretation)
- Krumme v. WestPoint Stevens Inc., 238 F.3d 133 (2d Cir. 2000) (ambiguity assessed by language and context)
- JA Apparel Corp. v. Abboud, 568 F.3d 390 (2d Cir. 2009) (integrated agreement as a whole governs interpretation)
- White v. Continental Cas. Co., 878 N.E.2d 1019 (N.Y. 2007) (unambiguous contract terms control)
- Law Debenture Trust Co. of N.Y. v. Maverick Tube Corp., 595 F.3d 458 (2d Cir. 2010) (read integrated agreement as a whole)
- Int'l Klafter Co. v. Cont'l Cas. Co., 869 F.2d 96 (2d Cir. 1989) (extrinsic evidence limited when unambiguous)
- GEICO v. Fetisoff, 958 F.2d 1137 (D.C. Cir. 1992) (catch-all language indicates broad transfer)
- Green Party of Conn. v. Garfield, 616 F.3d 213 (2d Cir. 2010) (contract interpretation principles applied)