Parrett v. American Ship Building Co.

990 F.2d 854
CourtCourt of Appeals for the Sixth Circuit
DecidedApril 12, 1993
DocketNo. 92-3199
StatusPublished
Cited by8 cases

This text of 990 F.2d 854 (Parrett v. American Ship Building Co.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Parrett v. American Ship Building Co., 990 F.2d 854 (6th Cir. 1993).

Opinion

PER CURIAM.

Plaintiffs, a class of former employees of The American Ship Building Company, appeal summary judgment for defendants in this Employee Retirement Income Security Act (ERISA) action in which plaintiffs seek approximately $3,500,000 that had accumulated by reason of actuarial error in an employee pension plan by the time the plan was terminated and liquidated. The district court found that pursuant to 29 U.S.C. § 1344(d)(1) the employer could recover the residual assets of the plan after all benefits had been paid to employees, because the plan contemplated such action. We affirm.

I.

In late 1983, The American Ship Building Company (AmShip) closed its last shipyard on the Great Lakes. Soon thereafter, the company’s pension committee, comprised of three representatives each from the company and from the employees’ union, approved a resolution terminating the pension plan. Plan participants then received either a lump sum check or certificates indicating coverage purchased under a guaranteed, fully insured annuity contract. After full distribution of benefits, over $3,500,000 of excess funds remained. That money was released to AmShip. The legality of that distribution to AmShip is at the center of this litigation.

The original pension plan was executed on May 8, 1962. Section 6.1 of the plan required AmShip to contribute “an amount equal to the sum of five cents (5$) for every hour worked for the Company by bargaining unit Employees,” pursuant to the terms of the 1961 collective bargaining agreement between AmShip and several unions which represented various bargaining unit employees. Section 6.2 of the plan stated that “[djeposits by [AmShip] with the Trustee of payments computed in accordance with this Article shall be in complete discharge of the Company’s financial obligation under this Plan.” Three sections of the plan detail how the plan’s assets are to be preserved to ensure that employee benefits are provided for. They state:

ARTICLE VIII
MISCELLANEOUS PROVISIONS
[856]*856Section 8.4• The sole source of payment of benefits shall be the Pension Fund; benefits will be paid to Employees retired under the Plan from such Pension Fund for as long as the Plan continues in full force and effect with respect to the Unions; that while the Plan so continues in full force and effect with respect to the Unions, the Company will contribute to such Pension Fund but will not so contribute on and after its termination; that none of the funds contributed will revert to the Company but will, in the event of the Plan’s termination, be allocated equitably with respect to active and retired Employees who are or were included in the bargaining unit or other Employees to which the coverage of the Plan extends.
ARTICLE IX
AMENDMENT OR TERMINATION OF PLAN
Section 9.3. Subject to the provisions of Section 9.1 hereof, the Company and the Committee may jointly at any time and from time to time amend, in whole or in part, any or all of the provisions of the Plan by notice thereof in writing delivered to the Trustee and to the Unions covered by the Plan, provided that no such amendment shall authorize or permit, at any time prior to the satisfaction of all liabilities with respect to the Plan, any part of the Pension Fund to be used for or diverted to purposes other than for the exclusive benefit of the persons covered by the Plan. No such amendment shall have the effect of retroactively changing or depriving Employees of rights already accrued under the Plan, provided that any amendment may be made retroactively which is necessary to bring the Plan into conformity with governmental regulations in order to qualify or maintain the qualification of the Plan for tax exemptions.
ARTICLE X
TERMINATION
Section 10.3. Anything in this Plan which might be construed to the contrary notwithstanding, however, it shall be impossible at any time prior to the satisfaction of all liabilities with respect to Employees under the Plan for any part of the corpus or income of the Pension Fund to be used for, or diverted to, purposes other than for the purposes herein stated. Any monies or property remaining in the Pension Fund because of an erroneous actuarial computation and after the satisfaction of all fixed or contingent liabilities or obligations to persons entitled to benefits from the Pension Fund shall be distributed to the Company.

In 1968, the pension committee issued a document summarizing the plan for its participants. The plan summary sought to “explain the principal provisions of the [plan].” Articles 6, 8, and 9 of the plan were explained as follows:

FUTURE CHANGES IN THE PLAN
The Company and the Committee expect that this Plan will be permanent, but reserve the right to amend or discontinue it at anytime. If it should become necessary to discontinue the Plan, the funds of the Trust will be applied exclusively for the benefit of employees, first, to provide benefits to pensioners for their remaining lives, and second, to provide benefits, to the extent possible, to other employees potentially eligible under the Plan. Under no circumstances can any Trust Funds revert back to the Company.

The language in the plan summary changed in 1970. In pertinent part, the changed summary stated: “Under no circumstances can any Trust Funds revert to the Company prior to the satisfaction of all liabilities with respect to employees’ accrued benefits under the Plan.” The same language appeared in the 1973 version of the plan summary. Finally, in the 1980 summary, this section was omitted entirely. In its place, in a portion of Article X entitled “Cautions About Your Benefits,” the plan summary asserted that if the plan [857]*857terminated, “all Plan assets will be allocated for the retirement or death benefits of the affected participants as required by. law. The benefits of participants become fully vested and nonforfeitable to the extent funded upon termination or partial termination.”

Through the years, several amendments were made to the original plan. In 1969, AmShip and the unions involved in the creation and maintenance of the plan agreed through collective bargaining to change the method of funding the plan by replacing AmShip’s original five cents per hour contribution, which defendants labeled “actu-arially inflexible,” with an actuarial-based obligation. The plan’s original structure as a defined benefit pension plan was retained, but AmShip was allowed to fund the plan on a “sound actuarial basis.” Thus, the collective bargaining agreement declared that the plan would be amended “to provide that the Company will make all contributions to the trust fund which are necessary to fund Plan benefits on a sound actuarial basis.”

The plan was amended and restated in its entirety in 1970 to reflect the changes-made by the 1969 collective bargaining agreement, but the relevant sections regarding treatment of excess funds upon termination were not materially altered. However, additional language was added to the conclusion of section 8.4 so that it read, in its entirety:

Section 8.4.

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Bluebook (online)
990 F.2d 854, Counsel Stack Legal Research, https://law.counselstack.com/opinion/parrett-v-american-ship-building-co-ca6-1993.