Shaver v. Siemens Corp.
670 F.3d 462
| 3rd Cir. | 2012Background
- Westinghouse sold its Power Generation Business Unit to Siemens; 227 legacy Westinghouse employees transferred to Siemens.
- Westinghouse Pension Plan provided Permanent Job Separation (PJS) benefits with a sunset after August 31, 1998 and a successor-employer limitation.
- Asset Purchase Agreement required Siemens to establish plans substantially identical to Westinghouse as of September 1, 1998 for legacy employees.
- Siemens adopted separate Siemens Plans for union and non-union employees, effective retroactively to September 1, 1998, without PJS benefits for these employees.
- Many terminated legacy employees signed severance agreements/releases; plaintiffs later claimed denial of PJS benefits under ERISA.
- District Court denied Siemens’ summary judgment in part and awarded partial summary judgment to plaintiffs; Third Circuit reversed in part, holding Siemens entitled to judgment on all claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was there an ERISA 'transition' plan for 13 days (Aug 19–31, 1998)? | Shaver asserted Siemens established a transition plan entitling PJS benefits. | Siemens did not establish a separate ERISA plan; Westinghouse maintained the benefits. | Siemens did not establish an ERISA transition plan; no PJS benefits. |
| Did the APA transfer of liabilities implicate ERISA section 208 to require PJS benefits? | Westinghouse liabilities transferred to Siemens would require equal or greater PJS benefits under 208. | APA did not transfer liabilities in a way that requires Siemens to provide PJS benefits; limitations apply. | Section 208 transfer occurred but did not compel PJS; benefits not diminished by Siemens' plans. |
| Does ERISA section 204(g) protect PJS benefits in this context? | PJS benefits are protected from cutback as accrued benefits under 204(g). | Plaintiffs could not satisfy preamendment conditions; 204(g) does not guarantee post-transfer PJS. | 204(g) does not protect the plaintiffs; no entitlement to PJS benefits. |
| Did the APA contractually obligate Siemens to provide PJS benefits? | APA language required Siemens to provide substantially identical PJS-like benefits. | APA did not obligate Siemens to provide PJS benefits; no explicit requirement. | APA did not contractually require Siemens to provide PJS benefits. |
Key Cases Cited
- Bellas v. CBS, Inc., 221 F.3d 517 (3d Cir. 2000) (ERISA 204(g) protection of early retirement benefits and sunset provisions)
- Gillis v. Hoechst Celanese Corp., 4 F.3d 113 (3d Cir. 1993) (section 208 transfer of liabilities; termination-based analysis)
- Fort Halifax Packing Co. v. Coyne, 482 U.S. 1 (U.S. 1987) (ERISA preemption; requires ongoing administrative scheme for benefits)
- Dade v. North Am. Philips Corp., 68 F.3d 1558 (3d Cir. 1995) (ERISA does not mandate benefit plans; focus on promised vested benefits)
- Hein v. FDIC, 88 F.3d 210 (3d Cir. 1996) (contractual protection of accrued ERISA benefits)
- Smith v. Contini, 205 F.3d 597 (3d Cir. 2000) (ERISA plan terms govern entitlements; inherent limits on plan remedies)