Adcock v. Firestone Tire and Rubber Co.

• Decision Date: 26 June 1987
• Docket Number: Nos. 85-6031,85-6067,s. 85-6031
• Parties: Ronald ADCOCK, et al., Plaintiffs-Appellants, Cross Appellees, v. The FIRESTONE TIRE AND RUBBER COMPANY, et al., Defendants-Appellees, Cross Appellants.
• Court: U.S. Court of Appeals — Sixth Circuit

Page 623

822 F.2d 623

Ronald ADCOCK, et al., Plaintiffs-Appellants, Cross Appellees, v. The FIRESTONE TIRE AND RUBBER COMPANY, et al Defendants-Appellees, Cross Appellants.

Nos. 85-6031, 85-6067.

United States Court of Appeals Sixth Circuit.

Argued Feb. 3, 1987.

Decided June 26, 1987.

John L. Van Cleave, argued, Robert E. Hoehn, Watkins, McGugin, McNeilly, Rowan, Nashville, Tenn., Lowe Watkins, for plaintiffs-appellants, cross-appellees.

William N. Ozier, argued, Bass, Berry and Sims, Nashville, Tenn., for defendants-appellees, cross-appellants.

Before LIVELY, Chief Judge; RYAN, Circuit Judge; and JOINER, ^* District Judge.

JOINER, Senior District Judge.

Plaintiffs are non-union salaried employees who worked in defendants' LaVergne, Tennessee tire plant ("the plant") at the time of the plant's sale to Bridgestone Tire and Rubber Company ("Bridgestone"). Plaintiffs brought this action pursuant to the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. Secs. 1001 et seq., to recover, on account of the sale, reduction in force ("RIF") termination pay under defendants' termination pay plan. The district court granted defendants' motion for summary judgment based on the ground that defendants' determination that no RIF occurred upon the sale which would entitle plaintiffs to benefits was not arbitrary or capricious, 616 F.Supp. 409 (D.C.Tenn.1985). Plaintiff appeals from this determination. The district court also held that defendants may become responsible for future benefits should Bridgestone terminate any plaintiff under circumstances that would constitute a RIF under the plan. Defendants cross-appeal from this decision.

I.

Firestone's company-wide termination pay policy ¹ was set forth in its Salaried Personnel Manual ("SPM") and Handbook for Salaried Employees ("the Handbook"). The SPM is a comprehensive and confidential document that was distributed only to personnel managers and senior executives, though relevant portions were made available to employees upon request. The Handbook was distributed to all salaried employees. The Handbook stated the employees were entitled to termination pay if they were released from the company because of a RIF. The SPM described a RIF as a termination when "necessary to eliminate a position because of reduced workload or due to economic necessity." According to the SPM, the goal of this termination pay was to minimize "the economic and mental stress of terminated employees ... between release from Firestone and securing other employment."

Defendants interpreted this plan to mean that if a plant was sold as an ongoing concern, no benefits would be paid. On the other hand, if a plant was not sold as such, and even if the purchaser eventually did decide to hire employees back, benefits would still be paid. Defendants explained that this "presumption of unemployment" was less expensive than the alternative of investigating each employee to see if they had been re-employed, and did not cause as much ill will with employees. Consistent with this policy, Firestone sold two plants (in Conover, North Carolina, and Arlington, Texas) not as ongoing concerns, ² and in each case RIF benefits were paid. Similarly, in a sale of a plant in Romeo, Michigan, only one-half of the employees could be guaranteed jobs with the purchaser, and the other one-half received RIF benefits. The only aberration dealt with the sale of the Newport, Tennessee, Firestone plant as an ongoing concern, where a one-time Service Recognition Award was paid to all employees. According to defendants, this was done to compensate the employees for the fact that the purchaser provided few benefits, and had no pension plan.

The terms of the LaVergne sale were spelled out in a seventy-five page agreement that dealt with the transfer of the plant and the continuing employment of the plant employees. The agreement explicitly stated that Firestone would not terminate any employees before the sale, and Bridgestone would employ every plant employee. In order to meet its commitment of maintaining the plant work force, Firestone adopted a policy of not permitting transfers of plant employees to other Firestone locations. In addition, due to its interpretation of its termination pay plan as described above, employees who accepted employment with Bridgestone did not receive severance pay due to a lack of unemployment, while those who chose not to accept such employment were treated as having resigned, and would therefore be ineligible for severance pay. ³ Pursuant to this agreement, the plant was sold as an ongoing concern on January 10, 1983, for $55,000,000. ⁴

Plaintiffs filed the present case on January 12, 1983, alleging that defendants' interpretation of the termination pay plan was arbitrary and capricious, and was therefore in violation of ERISA. After the filing of cross-motions for summary judgment pursuant to Fed.R.Civ.P. 56(b), the district court granted defendants' motion on August 6, 1985. The district court began by noting that the SPM would not be heavily relied on, as its contents had not been communicated to the employees in accordance with the dictates of ERISA. In a similar vein, the district court noted that, by defendants' own admission, Firestone had not complied with the disclosure requirements of ERISA with regard to the termination pay plan in general, but that this noncompliance was not so severe or intentional as to constitute arbitrary and capricious conduct on defendant's part.

The district court then turned to the language of ERISA, and observed that ERISA did not provide for the vesting of employee welfare benefit plans, ⁵ and that this "silence" constituted a "gap" which had to be filled by federal common law. The district court determined that plaintiffs had a binding contractual right to termination pay, with the offer being the description of the plan in the Handbook, and the acceptance being plaintiffs continuing to work for Firestone. As such, the district court concluded that plaintiffs' entitlement to these benefits was vested, and that if Bridgestone terminated any plaintiff in the future under circumstances that constituted a RIF under the plan, defendants would be responsible for benefits. ⁶ However, the court also concluded that given defendants' past practices, it was not improper for them to deny benefit payments at the time of the plant sale, as plaintiffs were not yet unemployed, therefore no RIF had occurred. ⁷

II.

On appeal, plaintiffs contend that defendants' interpretation of the termination pay plan is arbitrary and capricious for two major reasons. First, plaintiffs argue that defendants' construction of the plan has not been uniform, and the distinction defendants make between ongoing and non-ongoing concern sales is merely a "smoke screen" for inconsistency, as is demonstrated by the Newport sale. Second, plaintiffs contend that defendants have read in unemployment as a prerequisite for benefits, yet no such requirement can be found in the wording of the plan. As a result, plaintiffs argue that defendants' approach is not consistent with a fair reading of the termination pay plan. Defendants respond that unemployment as a prerequisite is a reasonable interpretation, as the stated policy behind the plan is to decrease the trauma of unemployment. Defendants also argue that this interpretation is consistent with past readings of the plan, specifically pointing to the Conover and Arlington plant sales.

The district court granted summary judgment pursuant to Fed.R.Civ.P. 56(b) and will be affirmed only if it is determined that the record, taken as a whole, could not lead a rational trier of fact to find for the non-moving party. Matsushita Electric Industries Co., Ltd., v. Zenith Radio Corp., 475 U.S. 574, 106 S.Ct. 1348, 1356, 89 L.Ed.2d 538 (1986). In this context, all inferences from the facts must be viewed in a light most favorable to the non-moving party. Id. However, the movant need not present evidence to negate every aspect of the non-movant's claim, they need only support their own claim that there is no genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 106 S.Ct. 2548, 2553, 91 L.Ed.2d 265 (1986).

In reviewing the decisions of plan administrators under ERISA, the appropriate standard of review is whether the decision was arbitrary, capricious, or in bad faith. Rhoton v. Central States Pension Fund, 717 F.2d 988, 989 (6th Cir.1983); Blakeman v. Mead Containers, 779 F.2d 1146, 1149 (6th Cir.1985); Cook v. Pension Plan For Salaried Employees, 801 F.2d 865, 870 (6th Cir.1986). While plaintiffs argue for more of a de novo standard, this approach has been rejected in favor of the arbitrary or capricious standard, which adequately protects the interests of employees with respect to employment benefits covered by ERISA. See Crews v. Central States Pension Fund, 788 F.2d 332, 336 (6th Cir.1986).

A reading of past cases dealing with similarly-worded termination pay plans reveals that courts have come out both ways on the issue of whether unemployment is a prerequisite for termination pay, ⁸ with an important factor often being how the employer had interpreted the plan at issue in the past. In the instant case, an examination of Firestone's past interpretation and application of the plan indicates that their present interpretation is consistent. An analysis of the Conover, Arlington, and Romeo plant sales demonstrates that regardless of whether a particular employee is employed by the plant purchaser or not, no termination benefits are paid when a plant is not sold as an ongoing concern. The only exception to this approach seems to be the Newport sale, but this court agrees with the district court that the Newport sale was a special case, and that the circumstances which lead to an exception being made are not present here. Consequently, based on consistency of interpretation, it cannot be said that defendants' interpretation...