Ryerson v. First Trust & Savings Bank

430 N.W.2d 442, 1988 Iowa Sup. LEXIS 288, 1988 WL 108554
CourtSupreme Court of Iowa
DecidedOctober 19, 1988
DocketNo. 87-71
StatusPublished

This text of 430 N.W.2d 442 (Ryerson v. First Trust & Savings Bank) is published on Counsel Stack Legal Research, covering Supreme Court of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ryerson v. First Trust & Savings Bank, 430 N.W.2d 442, 1988 Iowa Sup. LEXIS 288, 1988 WL 108554 (iowa 1988).

Opinions

SNELL, Justice.

On October 1, 1982, Milo M. Brady established a Keogh plan, the trustee of which was the First Trust and Savings Bank of Davenport, Iowa. The documents constituting this plan were: (1) a basic plan document which contained all nonelective provisions applicable to all adopting employers, and (2) an adoption agreement which contained all options available to an adopting employer. Under the plan, Brady was the “Employer,” the sole “Participant” and the “Plan Administrator.” At the time the plan was established, Brady was married to appellant Ruth Strom Brady. Appellee Susan Brady Ryerson is Brady’s daughter by a former marriage. Under the plan, Brady retained the right to designate beneficiaries of his death benefits. On February 20, 1984, Brady listed appellees Ryerson, Levi, Margulies and Whitebrook as his beneficiaries. He subsequently attempted to modify these designations on an undated document, ostensibly adding appellees Jacky Sinnykin, Bruce Strom and Dee Dee Strom as beneficiaries.

In 1984, Congress passed the Retirement Equity Act (REA). This new legislation required that in order to remain qualified for preferential tax treatment under section 401 of the Internal Revenue Code, plans such as Brady’s would need modification. First Trust and Savings Bank retained counsel to accomplish these modifications. Copies of the modified documents were sent to First Trust as well as to the [444]*444Internal Revenue Service in December 1984. Brady, vacationing in Florida, was sent a copy of the new adoption agreement but was not sent a copy of the basic plan document. Shortly thereafter, Brady mailed the agreement back to First Trust. Although Brady designated all available options, he signed the agreement in the wrong space and omitted to date it.

Brady died on May 4,1985. The value of his Keogh plan account is approximately $200,000. The October 11, 1985, filing of Ryerson’s petition for declaratory judgment initiated the flurry of motions, cross-claims and counterclaims which compose the record in this case. At issue in this appeal is the validity of Brady’s amended and modified Keogh plan. The district court concluded that Brady’s adoption agreement designations and signature were not effective to amend his plan. The court, therefore, held that the amended plan was not in effect on the date of Brady's death and divided Brady’s account among his widow, appellant here, and his beneficiaries under the 1982 plan as effectively amended by the REA. This appeal followed. As this action was filed at law, our review is limited to the correction of legal errors. Sanders v. Ghrist, 421 N.W.2d 520, 521 (Iowa 1988); Junkins v. Branstad, 421 N.W.2d 130, 135 (Iowa 1988); First State Bank v. Shirley Ag. Serv., 417 N.W.2d 448, 450 (Iowa 1987); see Iowa Code § 624.2 (1985).

As an initial matter, it is clear the bank, as trustee, possessed the authority to amend the plan without Milo’s approval. The Employee Retirement Income Security Act (ERISA) requires that “[e]very employee benefit plan shall be established and maintained pursuant to a written instrument.” 29 U.S.C. § 1102(a)(1). The plan must also “provide a procedure for amending such plan, and for identifying the persons who have authority to amend the plan....” 29 U.S.C. § 1102(b)(3). Under Brady’s original 1982 plan the bank, as trustee, reserved the right to make amendments and modifications to the plan and to make retroactive such changes as may be “required to secure ... continued approval of the Plan and Trust by the Commissioner of Internal Revenue or his delegate under the Internal Revenue Code.” The rights and interests of all persons affected by the plan were expressly made subject to such amendments.

In Henne v. Allis-Chalmers Corp., 660 F.Supp. 1464, 1473-75 (E.D.Wis.1987), former employees argued that amendments to an employee welfare benefit plan, subject to ERISA, were inoperative due to the failure of the plan's administrator to inform them of the amendments. Noting that the original plan reserved to the administrator the right to modify or amend the plan without notice, the court concluded that the amendments were valid notwithstanding the lack of notification. Id. at 1475. Such amendments, made pursuant to plan procedure and grant of authority, are valid absent violation of ERISA directives. Serb v. Gagnier Products Co. Pension Plan & Trust, 658 F.Supp. 6, 7 (E.D.Mich.1986); see Wilson v. Bluefield Supply Co., 650 F.Supp. 578, 581-82 (S.D. W.Va.1986); District 65, UAW v. Harper & Row, Publishers, Inc., 576 F.Supp. 1468, 1481 (S.D.N.Y.1983); Morales v. Plaxall, Inc., 541 F.Supp. 1387, 1389-91 (E.D.N.Y. 1982). Relatedly, we note it is the duty of the plan administrator, and not that of the trustee, to furnish plan participants with summaries of material plan modifications. See 29 U.S.C.A. § 1022(a)(1), 1024(b)(1). Brady was the administrator of his 1982 plan.

The 1984-85 modifications were clearly designed to conform the bank’s plan to the requirements of federal legislation. We recognize the exercise of the bank’s right to amend the plan was conditioned upon sixty-days’ written notice to the employer, Brady. Clearly, however, Brady waived that condition when he signed and returned the adoption agreement. Moreover, no party to this appeal challenges the validity of the substantive modifications to the plan documents. Rather, at issue here is whether, given those modifications, Brady’s signature and designation of options on the returned adoption agreement effectively engrafted the effects of those [445]*445amendments onto his plan. The determination of the legal effect of Brady’s acts, which are undisputed, is not a question of fact, but one of law. Bell v. Ralston Purina Co., 257 F.2d 31, 32 (10th Cir.1958); Associated Tabulating Serv. Inc. v. Olympic Life Ins. Co., 414 F.2d 1306, 1310 (5th Cir.1969); 17A C.J.S. Contracts § 611 (1963).

With respect to the plan amendments themselves Brady, in his capacity as the plan participant, need look to the plan administrator, here himself, for notification of plan modifications. Moreover, no such notification need be given until the modification is implemented. See Henne, 660 F.Supp. at 1475; Sleichter v. Monsanto Co., 612 F.Supp. 856, 859 (D.C.Mo.1985); 70 C.J.S. Pensions § 32 at 153 (1987). In his capacity as the plan administrator, it was Brady’s “sole responsibility and authority to ... interpret the Plan and to determine all questions arising in the course of admin-istration_” In his capacity as the employer under the plan, Brady’s rights were limited to sixty-day notice of plan amendments, a right which is clearly not disposi-tive of the present case. The Bank amended the plan pursuant to its authority.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Sleichter v. Monsanto Co.
612 F. Supp. 856 (E.D. Missouri, 1985)
Wilson v. Bluefield Supply Co.
650 F. Supp. 578 (S.D. West Virginia, 1986)
First State Bank v. Shirley Ag Service, Inc.
417 N.W.2d 448 (Supreme Court of Iowa, 1987)
Henne v. Allis-Chalmers Corp.
660 F. Supp. 1464 (E.D. Wisconsin, 1987)
Junkins v. Branstad
421 N.W.2d 130 (Supreme Court of Iowa, 1988)
Sanders v. Ghrist
421 N.W.2d 520 (Supreme Court of Iowa, 1988)
Binks Manufacturing Co. v. Casaletto-Burns
657 F. Supp. 668 (N.D. Illinois, 1986)
Morales v. Plaxall, Inc.
541 F. Supp. 1387 (E.D. New York, 1982)
DISTRICT 65, UAW v. Harper & Row, Publishers, Inc.
576 F. Supp. 1468 (S.D. New York, 1983)
Bell v. Ralston Purina Co.
257 F.2d 31 (Tenth Circuit, 1958)
Wise v. Ray
3 Greene 430 (Supreme Court of Iowa, 1852)

Cite This Page — Counsel Stack

Bluebook (online)
430 N.W.2d 442, 1988 Iowa Sup. LEXIS 288, 1988 WL 108554, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ryerson-v-first-trust-savings-bank-iowa-1988.