Tackett v. M & G Polymers USA, LLC
Decision Date | 21 January 2016 |
Docket Number | No. 12–3329.,12–3329. |
Citation | 811 F.3d 204 |
Parties | Hobert Freel TACKETT, et al., Plaintiffs–Appellees, v. M & G POLYMERS USA, LLC, et al., Defendants–Appellants. |
Court | U.S. Court of Appeals — Sixth Circuit |
ARGUED:K. Winn Allen, Kirland & Ellis LLP, Washington, D.C., for Amicus Curiae Erisa. Allyson N. Ho, Morgan, Lewis & Bockius LLP, Dallas, Texas, for Appellants. Julia Penny Clark, Bredhoff & Kaiser, P.L.L.C., Washington, D.C., for Appellees. ON BRIEF:Allyson N. Ho, John C. Sullivan, Morgan, Lewis & Bockius LLP, Dallas, Texas, Christopher A. Weals, Morgan, Lewis & Bockius LLP, Washington, D.C., for Appellants. Julia Penny Clark, Jeremiah A. Collins, Bredhoff & Kaiser, P.L.L.C., Washington, D.C., David M. Cook, Jennie G. Arnold, Cook & Logothetis, LLC, Cincinnati, Ohio, for Appellees. K. Winn Allen, Kirland & Ellis LLP, Washington, D.C., Douglas A. Darch, Baker & McKenzie LLP, Chicago, Illinois, Bobby R. Burchfield, King & Spalding LLP, Washington, D.C., for Amici Curiae.
Before: COLE, Chief Judge; KEITH and MERRITT, Circuit Judges.
This case returns to us for the third time, this time on remand from the Supreme Court, which abrogated the primary precedent on which our prior decisions relied. See M & G Polymers USA, LLC v. Tackett, ––– U.S. ––––, 135 S.Ct. 926, 190 L.Ed.2d 809 (2015) (vacating Tackett v. M & G Polymers USA, LLC, 733 F.3d 589 (6th Cir.2013) ("Tackett II "); abrogating Int'l Union, United Auto., Aerospace, & Agric. Implement Workers of Am. (UAW) v. Yard–Man, Inc., 716 F.2d 1476 (6th Cir.1983) ). On remand, we were directed to construe the parties' agreements using "ordinary principles of contract law." M & G Polymers, 135 S.Ct. at 937.
Because prior factual determinations as to the parties' agreements were made in the "shadow of Yard–Man, " we remand to the district court to make these determinations, in the first instance, in light of the Supreme Court's holding.
Plaintiffs–Appellees are Ohio residents, retirees, and spouses of retirees ("Retirees") from a plant owned by Defendant–Appellant M & G Polymers USA, LLC ("M & G"). From 1991 to 2005, the Retirees entered into several collective bargaining agreements ("CBA") with M & G and its predecessors, which included Pension and Insurance Agreements ("P & I") outlining retiree health care benefits (collectively, "Agreements"). The P & Is provide that the employer will make "a full Company contribution towards the cost of [health care] benefits" for certain retirees. In December 2006, M & G announced that Retirees would, for the first time, be required to contribute to their health care costs or risk being dropped from the plan.
Retirees filed a class action suit against M & G and its health care plans (collectively, "Defendants") alleging that the Agreements under which they retired granted a vested right to lifetime contribution-free health care benefits. Defendants argued certain side letters or "cap letters" established caps they would pay towards Retirees' cost of benefits. Defendants further argued Retirees had always been expected to contribute to the cost of their health care benefits, but M & G never required them to do so until 2006.
Initially, the district court dismissed the complaint, finding the Agreements and cap letters foreclosed Retirees' claims based on "simple principles of contract construction." Tackett v. M & G Polymers USA, LLC, 523 F.Supp.2d 684, 695 (S.D.Ohio 2007) ("Tackett 2007 "). On appeal, we held "[i]n determining whether the parties intended health care benefits to vest, this Court applies the principles first described in Yard–Man. " Tackett v. M & G Polymers USA, LLC, 561 F.3d 478, 489 (6th Cir.2009) (per curiam) ("Tackett I "). In applying Yard–Man to the limited language at issue in the P & I, we found that the Agreements evinced an intent to vest Retirees' with lifetime contribution-free health care benefits. Id. at 489–91.
On remand, the district court held that Retirees had a vested right to contribution-free health care benefits based on the inference in Yard–Man. See Tackett v. M & G Polymers USA, LLC, No. 2:07–CV–126, 2011 WL 3438489, at *13–14 (S.D.Ohio Aug. 5, 2011) ("Tackett Bench Trial "). Following a bench trial, the district court held that the cap letters did not apply to Retirees, id. at *19, and granted a permanent injunction reinstating Retirees' lifetime contribution-free health care benefits, Tackett v. M & G Polymers USA, LLC, 853 F.Supp.2d 697, 698–99 (S.D.Ohio 2012).
When Defendants appealed, we cited the Yard–Man contract interpretation principles embraced by Tackett I.
(1) "[L]ook to the explicit language," (2) evaluate that language "in light of the context" that led to its use, (3) "interpret each provision ... as part of the integrated whole," (4) construe each provision "consistently with the entire document and the relative positions and purposes of the parties," (5) construe the terms "so as to render none nugatory" and to "avoid illusory promises," (6) look to other words and phrases in the document to resolve ambiguities, and (7) "review the interpretation ... for consistency with federal labor policy."
Tackett II, 733 F.3d at 599 (quoting Tackett I, 561 F.3d at 489 n. 7 (quoting Yard–Man, 716 F.2d at 1479–80 )). We found that the district court did not clearly err in finding the cap agreements inapplicable to Retirees. Tackett II, 733 F.3d at 597. As a result, we affirmed the district court's finding that Retirees' lifetime contribution-free health care benefits had vested. Id. at 600.
Id. (internal citation omitted).
On certiorari, the Supreme Court abrogated Yard–Man and its progeny, finding that Yard–Man required us to analyze CBAs with a "thumb on the scale" in favor of vesting. M & G Polymers, 135 S.Ct. at 935 ; id. at 938 (Ginsburg, J., concurring). On remand, the Supreme Court directed us to review the parties' agreements and determine whether benefits vested using "ordinary principles of contract law." M & G Polymers, 135 S.Ct. at 937 (unanimous op.).
Our review begins with the Supreme Court's decision in M & G Polymers, which unanimously concluded we should review the Agreements applying "ordinary principles of contract law." See id. at 935–37 ; id. at 938 (Ginsburg, J., concurring). Such "ordinary principles" include the following:
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