Hullett v. Towers, Perrin, Forster & Crosby, Inc.

• Decision Date: 28 October 1994
• Docket Number: No. 94-1517,94-1517
• Citation: 38 F.3d 107
• Parties: 18 Employee Benefits Cas. 2340 Joseph W. HULLETT, Appellee, v. TOWERS, PERRIN, FORSTER & CROSBY, INC.; Towers, Perrin Retirement Income Plan; Towers, Perrin Pension Restoration Plan; Leslie B. Talcott, Appellant.
• Court: U.S. Court of Appeals — Third Circuit

Page 107

38 F.3d 107

18 Employee Benefits Cas. 2340

Joseph W. HULLETT, Appellee, v. TOWERS, PERRIN, FORSTER & CROSBY, INC.; Towers, Perrin Retirement Income Plan; Towers, Perrin Pension Restoration Plan; Leslie B. Talcott, Appellant.

No. 94-1517.

United States Court of Appeals Third Circuit.

Argued Sept. 20, 1994.

Decided Oct. 28, 1994.

Douglas Evan Ress (argued), Margaret Loud Charendoff, Kaufman, Coren, Ress & Weidman, Philadelphia, PA, for appellant.

Gerald F. McCormick (argued), Duane Morris & Heckscher, Wayne, PA, for appellee.

Before: GREENBERG, ROTH, and ROSENN, Circuit Judges.

OPINION OF THE COURT

ROSENN, Circuit Judge.

This case presents an interesting question concerning the interpretation of a property settlement agreement entered into by a husband and wife in anticipation of their divorce, and the application of the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. Sec. 1001 et seq., to the agreement. On February 26, 1992, Joseph W. Hullett filed suit against his ex-wife, Leslie B. Talcott, in the United States District Court for the Eastern District of Pennsylvania seeking, inter alia, a declaration that the settlement agreement did not constitute a qualified domestic relations order (QDRO) within the meaning of ERISA, and an injunction prohibiting payment of any of Hullett's pension benefits to Talcott. ¹

Each of the parties subsequently filed cross-motions for partial summary judgment. The district court granted in part Hullett's motion for partial summary judgment and denied Talcott's motion. The court held that the settlement agreement constitutes a QDRO, and that Talcott is entitled to receive one-half of the pension benefits which Hullett has accrued as of December 31, 1983, the date of the settlement agreement, if she remains unmarried at the time Hullett actually retires or is required to begin receiving pension benefits. Talcott timely appealed to this court. We reverse.

I.

Hullett and Talcott were married on August 19, 1961. In 1965, Hullett commenced employment with Towers, Perrin, Forster & Crosby, Inc. (Towers, Perrin) in its reinsurance division. He thereafter became a manager, stockholder, vice-president, senior vice-president, a member of the board of directors, and a member of the Towers, Perrin executive committee.

In 1982 or 1983, Hullett and Talcott separated. On December 31, 1983, they entered into a property settlement agreement (the Agreement), which William H. Lamb, Esq., drafted. The parties' subsequent divorce decree incorporated by reference the Agreement as part of the decree. At the time of the separation, Hullett was a fully vested member of Towers, Perrin's pension plans which consisted of a Retirement Income Plan qualified under Section 401(a) of the Internal Revenue Code (Plan or Pension Plan) and a non-qualified Retirement Income Restoration Plan which had become effective as of January 1, 1976. The Agreement provided that in the event that Talcott remained unmarried at the time of Hullett's retirement, Hullett would pay to her, in the year of his retirement, fifty percent of all income received pursuant to his fully vested, accrued pension credit under the Plan.

By letter dated January 22, 1986, Hullett wrote Talcott, contending that the Agreement contained an error in that the pension was supposed to be valued as of December 31, 1983, of which value Talcott was supposed to receive fifty percent. Talcott responded that the Agreement was correct as written. Hullett's attorney then wrote Lamb seeking to confirm Hullett's position and to do the necessary to clarify the Agreement. In response, Lamb's office disputed Hullett's claim. It emphasized that on the original drafts, 100% of all income received from the pension plan was to be payable to Talcott upon Hullett's retirement and receipt of benefits, but that the valuation date was deleted in return for Talcott receiving a full 50% of whatever pension was ultimately payable to Hullett. In December of 1986, Hullett informed Larry Margel, Chief Actuary at Towers, Perrin, that he had signed an agreement which dealt with his whole pension instead of with the pension as valued on December 31, 1983, and Margel provided Hullett with some arguments regarding the situation.

On February 5, 1990, Towers, Perrin unilaterally terminated Hullett's employment. As defined in Hullett's Pension Plan, he had an early retirement date of January 1, 1991, and a normal retirement date of January 1, 2001. Hullett could receive pension benefits as of his early retirement date based upon a reduction of benefits of 5% for each year below the normal retirement date. Towers, Perrin and Hullett subsequently entered into a Release and Agreement, whereby the parties agreed that Hullett would receive a pension equal to the one he would have earned under the Plan had he remained employed with Towers, Perrin on his early retirement date. ²

By letter dated August 20, 1991, the administrator for the plans, Karl W. Lohwater, determined that the Agreement was a QDRO ³ within the meaning of ERISA, and that under the terms of the Agreement, Talcott was entitled to 50% of all of Hullett's pension benefits from both plans, with payment to commence when Talcott elected to receive the pension benefits. Hullett appealed this initial determination. By letter dated January 15, 1992, the plan administrator made a final determination to recognize the Agreement as a QDRO and to pay Talcott 50% of Hullett's pension, without regard to any December 31, 1983 valuation date and without regard to when Hullett decided to commence receipt of his share of the pension monies.

On February 26, 1992, Hullett filed a complaint against Talcott in federal court seeking, inter alia, a declaration that the Agreement did not constitute a QDRO, and an injunction prohibiting payment of any of Hullett's pension benefits to Talcott. Talcott filed a motion to dismiss Hullett's complaint, contending that Hullett had improperly sought de novo review of the plan administrator's determination, which the district court denied. Talcott subsequently filed a counterclaim against Hullett and a crossclaim against Towers, Perrin, Towers, Perrin Retirement Income Plan, and Towers, Perrin Pension Restoration Plan (collectively, the "Towers, Perrin Defendants"), seeking a declaration of the rights of the parties. The Towers, Perrin Defendants crossclaimed seeking similar relief. Talcott also filed a motion in limine seeking the introduction of parol evidence, which the district court denied.

The parties then filed cross-motions for partial summary judgment. The district court granted in part Hullett's motion, and denied Talcott's motion regarding the QDRO determination but granted relief on other grounds. The court held that the Agreement constituted a QDRO, and that Talcott was entitled to receive one-half of the pension benefits which Hullett had accrued as of December 31, 1983 if she remains unmarried at the time Hullett actually retires or is required to begin receiving pension benefits from Towers, Perrin. Talcott filed a motion to alter or amend the judgment and for reconsideration, which the district court denied.

II.

This court exercises plenary review over a grant of summary judgment, and we apply the same test the district court should have utilized initially. Oritani Sav. and Loan Ass'n v. Fidelity and Deposit Co., 989 F.2d 635, 637 (3d Cir.1993). Summary judgment is appropriate only when it is demonstrated that there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. Celotex Corp. v. Catrett, 477 U.S. 317, 322-32, 106 S.Ct. 2548, 2552-57, 91 L.Ed.2d 265 (1986); Fed.R.Civ.P. 56(c). An issue of material fact is genuine "if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 2510, 91 L.Ed.2d 202 (1986). In deciding a motion for summary judgment, all reasonable inferences must be drawn in favor of the non-movant. Oritani, 989 F.2d at 638.

For purposes of interpretation, a property settlement agreement is treated the same as any other contract under Pennsylvania law. See e.g., Lower v. Lower, 401 Pa.Super. 158, 584 A.2d 1028, 1030 (1991). A court's purpose in examining a contract is to interpret the intent of the contracting parties, as objectively manifested by them. Mellon Bank, N.A. v. Aetna Business Credit, Inc., 619 F.2d 1001, 1009 (3d Cir.1980). The process of interpreting a contract requires the court to make a preliminary inquiry as to whether the contract before it is ambiguous. Stendardo v. Federal Nat'l Mortgage Ass'n, 991 F.2d 1089, 1094 (3d Cir.1993). A contract provision is ambiguous if it is susceptible of two reasonable alternative interpretations. Mellon, 619 F.2d at 1011. Where the written terms of the contract are not ambiguous and can only be read one way, the court will interpret the contract as a matter of law. Stendardo, 991 F.2d at 1094. If the contract is determined to be ambiguous, then the interpretation of the contract is left to the factfinder, to resolve the ambiguity in light of extrinsic evidence. Id.; Mellon, 619 F.2d at 1011.

Pennsylvania courts apply the "plain meaning rule" of interpretation of contracts which assumes that the intent of the parties to an instrument is "embodied in the writing itself, and when the words are clear and unambiguous the intent is to be discovered only from the express language of the agreement." County of Dauphin v. Fidelity & Deposit Co., 770 F.Supp. 248, 251 (M.D.Pa.) (quotation omitted), aff'd, 937 F.2d 596 (3d Cir.1991). Nevertheless, a determination whether the language of an agreement is unambiguous may not be possible without examining the context in which the agreement arose. Steuart v. McChesney, 498 Pa. 45, 444 A.2d 659, 662 (1982). Thus, a court is not always confined to the four corners of the written document...