                                                                                                                           Opinions of the United
1995 Decisions                                                                                                             States Court of Appeals
                                                                                                                              for the Third Circuit


6-28-1995

In Re: Unisys Corp
Precedential or Non-Precedential:

Docket 94-1801




Follow this and additional works at: http://digitalcommons.law.villanova.edu/thirdcircuit_1995

Recommended Citation
"In Re: Unisys Corp" (1995). 1995 Decisions. Paper 175.
http://digitalcommons.law.villanova.edu/thirdcircuit_1995/175


This decision is brought to you for free and open access by the Opinions of the United States Court of Appeals for the Third Circuit at Villanova
University School of Law Digital Repository. It has been accepted for inclusion in 1995 Decisions by an authorized administrator of Villanova
University School of Law Digital Repository. For more information, please contact Benjamin.Carlson@law.villanova.edu.
                                               NOT FOR PUBLICATION

                 UNITED STATES COURT OF APPEALS
                     FOR THE THIRD CIRCUIT
                          ___________

                             No. 94-1801
                             ___________

          IN RE: UNISYS CORP. RETIREE MEDICAL BENEFIT
          "ERISA" LITIGATION

               *Ralph Bieber and Donald J. Paquette, individually
               and on behalf of all members of the Unisys Class
               previously certified by the Court who were
               participants in the fall 1989 and fall 1991 early
               retirement incentive programs and their eligible
               spouses and dependents (referred to by the Court
               as "Unisys 1989 and 1991 VERIP Plaintiffs"),

                                  Appellants

               *(Pursuant to F.R.A.P. 12(a))
                           ___________

          Appeal from the United States District Court
            for the Eastern District of Pennsylvania
                  (District: 0313-2: MDL 969)
     District Judge: Honorable Edward N. Cahn, Chief Judge
                           ___________

                             Argued
                           May 4, 1995
     Before:   MANSMANN, SCIRICA and McKEE, Circuit Judges.

                    (Filed       June 28, 1995)
                             ___________

                MEMORANDUM OPINION OF THE COURT
                           __________

MANSMANN, Circuit Judge.


          This appeal is one of five before us arising from the

termination of post-retirement medical plans offered to retirees

and their spouses through Unisys Corporation and its corporate

predecessors, Sperry Corporation and Burroughs Corporation.     This
appeal focuses specifically on claims made by those who retired

from Unisys pursuant to "voluntary early retirement incentive

programs" offered in the fall of 1989 and the fall of 1991.1

            In November, 1992, Unisys announced that effective

December 31, 1992, it would terminate existing post-retirement

medical plans funded through cost-sharing and replace them with a

revised plan which would gradually shift the entire cost of

medical coverage to the retirees.    A spate of lawsuits filed

pursuant to ERISA followed.    Cases pending in several states were

transferred to the Eastern District of Pennsylvania and three

plaintiff classes were certified pursuant to Fed. R. Civ. P.

23(b)(2).

            As members of one of the subclasses of Unisys early

retirees, the Unisys VRIPs argued that in accepting an early

retirement package, they had relinquished future income and

accrual of pension benefits in return for attractive items in the

VRIP package.    One of these items, they said, was the right to

receive vested lifetime medical benefits.    Because the 1992

termination of the post-retirement medical plan substantially

affected the medical benefits under which they had retired, the

VRIPs challenged the termination, alleging breach of fiduciary

duty, equitable estoppel, and breach of contract.




1
 .        Throughout the course of the litigation this class of
retirees has been referred to as "VRIPs" of "VERIPs". At the
time of their retirement, the VRIPs were participants in the
Unisys Post-Retirement and Disability Plan.
          The breach of contract claim had two components.     The

VRIPs argued first that the plan documents contained lifetime

language and a reservation of rights clause, making the plan

documents ambiguous.   The VRIPs contended that once this

ambiguity was resolved through extrinsic evidence, it would be

clear that there had been a promise of lifetime benefits and that

this promise was inconsistent with the plan termination.     The

second breach of contract theory advanced by the VRIPs was based

upon an alleged bilateral contract created when the VRIPs

accepted the terms of the early retirement offers.   The district

court summarized this theory as follows:
          [VRIPs] base their contract claim on a
          bilateral contract theory . . . that by
          signing up for the VERIP, they entered into
          separate bilateral contracts independent of
          the normal retiree benefit plans, and that
          this created a binding contract under which
          Unisys was not free to change the terms.


1994 W.L. 284079, 28 (E.D. Pa. 1994).

          The VERIP claims, along with claims made by Sperry

regular and incentive retirees and the Burroughs incentive

retirees, were tried to the district court.   Ruling on the VRIP

claims, the district court rejected each of the theories of

liability and entered judgment for Unisys.    On July 11, 1994, the

court entered a superseding order and final judgment which was

certified for appeal pursuant to Fed. R. Civ. P. 54(b).     It is

from this order that the VRIPs appeal.   Because we conclude that

the district court properly disposed of each of the VRIP claims,

we will affirm the order of the district court.
                               I.

          In this opinion, we confine our discussion to the

VRIPs' bilateral contract theory.2   The VRIPs rest this claim on

statements made in documents issued by Unisys in September, 1989

and July, 1991, extending an early retirement option and

explaining the terms of the early retirement offers.     The VRIPs

argue that the terms of these solicitation documents obligate

Unisys to continue the post-retirement medical benefits plan and

to fund a percentage of the cost of these benefits.    Because the

terms of the 1989 and 1991 early retirement offers differ, we

highlight the relevant features of each before discussing the

applicable law.

                    The 1989 Retirement Offer

          On September 15, 1989, Unisys announced a voluntary

retirement incentive program for eligible employees.     This

program was detailed in a September 25th mailing.     One of the

"two major elements" of the plan was described as:
               a lifetime retirement enhancement that
               adds two years to your age and service
               for calculations of your benefits under

2
 .        The law as it applies to the remaining VRIP claims
based on breach of contract and equitable estoppel is fully
explored in our opinion in appeal numbered 94-1800. Because the
law set forth there applies equally to the claims of the VRIPs,
in affirming the order of the district court we adopt that
analysis and do not reiterate it here. With respect to the
breach of fiduciary duty claim, the district court found that
"the Unisys VERIP plaintiffs . . . did not present any evidence
which suggested a breach of fiduciary duty. . . ." 1994 W.L.
284079 at 33. Having found no ground upon which to challenge
this finding, we adopt the analysis of the district court; the
VRIPs do not have a cognizable legal claim for breach of
fiduciary duty.
                the Unisys Pension Plan formula and your
                points in determining your contribution
                rates for the Unisys Post-Retirement and
                Extended Disability Medical Plan.


The age and service enhancement was referred to elsewhere in the

document as a "lifetime service-related benefit."

           The VRIPs contend that the "lifetime" statements

contained in the offering were made in conjunction with a

separate announcement by Unisys that those retiring outside the

time-frame of the offering would not be eligible to receive

Unisys-subsidized medical coverage once they reached the age of

65.   The VRIPs argue that the coupling of the early retirement

offer with the announcement limiting medical benefits for other

retirees led them to believe reasonably that they would have

greater retirement security if they opted for the early

retirement plan.   Use of the word "lifetime", they say, meant

that they were entitled to expect to receive medical benefits

indefinitely.

           For purposes of evaluating the VRIPs' position, it is

important to note that the offering document also contained a

brief description of the Unisys Post-Retirement and Extended

Disability Plan and charted the employee's monthly percentage

costs.   The following language was included below the monthly

cost table:
          Unisys will attempt to maintain your
          contribution at the levels in effect during
          the year in which your participation begins.
          However, this cannot be guaranteed, given the
          unpredictable conditions that continue to
          influence post-retirement medical coverage,
          such as rising medical costs and legislative
          actions.
                      The 1991 Retirement Offer


            In July, 1991, Unisys offered a second early retirement

plan to employees retiring between July 25, 1991 and October 31,

1991.   This plan did not feature enhanced medical benefits but

did provide for certain incentive payments based on the

employee's age and service.    It also contained a lump-sum payment

option not offered to regular retirees.    Reference was made to

the Unisys Post-Retirement and Extended Disability Plan and, as

in the 1989 offer, a chart was included for purposes of

calculating the employees' monthly percentage costs for medical

coverage.    Unlike the 1989 offer, however, the 1991 document

contained an explicit reservation of rights clause:
          The Unisys Post-Retirement and Extended
          Disability Medical Plan provides the same
          coverages as the Unisys Medical Plan Option 2
          available through the Unisys Flexible
          Benefits Program. Unisys cannot, however,
          guarantee that post-retirement medical
          coverage will not be changed in the future.
          The company continues to reserve the right to
          modify or terminate this coverage at any
          time. . . .

            Although Unisys will attempt to maintain your
            contributions at the levels in effect during
            the year in which your participation begins,
            the Company cannot guarantee that the
            contribution levels will remain unchanged in
            the future. The Company continues to reserve
            the right to increase contribution levels at
            any time.


            The VRIPs argue that acceptance of this offer, too,

created a contract obligating Unisys to continue providing

subsidized medical coverage.    They attempt to avoid the
reservation of rights language in the offer, arguing that Unisys

did not reserve the right to modify or terminate benefits for

those electing early retirement but intended that the clause

apply only to employees choosing to retire at a later time.      The

same logic is applied to the clause reserving the right to

increase contribution levels.



                                 II.

           The sole issue we must address is whether the 1989 or

1991 Unisys early retirement offers entitle the VRIPs to vested

medical benefits.   We conclude that they do not.

           In support of their position that the early retirement

offers were sufficient to establish enforceable contracts for

lifetime medical benefits despite restrictive language in the

underlying benefits plans, the VRIPs cite one case in which a

district court held that an independent bilateral contract claim

may be cognizable under ERISA.   See Sprague v. General Motors

Corp., 843 F. Supp. 266 (E.D. Mich. 1994).   Relying on Sprague,

the VRIPs contend that statements made in the Unisys offers of

early retirement were sufficient to create contracts, the terms

of which were are variance with the underlying Unisys benefits

plans.   We are convinced that Sprague is factually inapposite.
We decline, therefore, to follow its reasoning.3


3
 .        Because the Sprague facts are so dissimilar from those
presented here, we do not reach the question of whether we could
or would, under our own precedent, adopt the Sprague legal
analysis in a factually similar case.
          In Sprague, 84,000 General Motors retirees and their

surviving spouses filed suit pursuant to ERISA in order to

prevent the restructuring of medical benefits.   From this large

pool of retirees, four classes were certified.   Two classes,

early retirees who signed long-form or short-form documents

accepting written offers of early retirement under incentive

plans, are relevant here.   These early retirees claimed that GM,

through a number of early retirement incentive plans, had offered

them a "special deal" not available to others.   By the terms of

this "deal", GM "agreed to continue health care benefits at no

cost to them throughout their retirement at the same level they

received before retirement."   943 F. Supp. at 269.   GM disputed

this, contending that it had never intended to vest lifetime

health benefits and, in fact, had promised early retirees nothing

more than enhanced pension benefits.

          Because the court determined that the documents

evidencing acceptance of early retirement were facially

ambiguous, additional evidence was introduced to establish the

full scope of the early retirement package.   The GM early

retirees relied "on information provided to them, both written

and oral, at the time of retirement."   Id. at 270.

          Sixty-four documents describing benefits available to

early retirees were introduced into evidence as was testimony

from human resources and supervisory personnel detailing

communications to the early retirees concerning medical benefits.

The court summarized this evidence as follows:
            Although various formulations exist,
            virtually all of the benefit explanations
            provided to the early retirees by GM contain
            statements regarding both the duration of
            health care benefits ("for life," "during
            retirement," "continued after retirement,"
            "lifetime," "will be continued," "for the
            rest of your lives"); and the cost of
            benefits ("no cost to retiree," "paid up,"
            "at corporation expense," "without cost,"
            "corporation paid basis," "at GM's expense,"
            "paid for life by General Motors," "fully
            paid by GM").


843 F. Supp. at 317.

            The court stressed that:
            GM repeatedly used the lifetime language. It
            appears in many of the benefit summaries
            relied on by plaintiff class, in addition to
            the SPDs. In addition, GM supervisors and
            personnel representatives often assured
            potential retirees that health care would be
            provided for their lifetimes.


Id.     The court concluded that the GM early retirees had reason to

believe that they had been offered and had accepted a special

package with features distinct from those available to regular

retirees; it was reasonable for them to assume that limitations

set forth in the regular benefits documents had no application to

them.    GM's claim that the "lifetime" language used in the

benefit summaries was of no legal consequence in light of

disclaimers in actual plan documents failed due to overwhelming

evidence of the employees' reasonable reliance on multiple

contrary statements made by those with authority to bind GM.

            The overwhelming evidence of use of "lifetime" language

and the early retirees' reasonable reliance thereon is
conspicuously absent in this case.4   Here, there is no suggestion

in the offers of early retirement or in statements made to the

VRIPs that Unisys undertook a contractual obligation separate

from the underlying medical benefits plan available to all

retirees.   Like the regular retirees, the VRIPs were entitled to

receive benefits in accordance with the then-existing post-

retirement medical plan.

            Most importantly, despite the VRIPs' creative argument

to the contrary, it is also clear that both the 1989 and 1991

offering documents "specifically alerted the [VRIP] participants

. . . that the contribution rates were not guaranteed.5   The 1989

offering stated that contribution rates "cannot be guaranteed."

The 1991 offering is even more explicit in that it includes an

unambiguous reservation of rights clause.   These disclaimers are

sufficient to defeat the VRIPs' contention that they reasonably

believed that their medical benefits were vested.

4
 .        We recognize that the 1989 VRIP did contain the phrase
"lifetime retirement enhancement." The use of the word
"lifetime" in this context is dramatically different from the
assurances detailed in Sprague. We cannot accept the VRIPs'
argument that use of this phrase in the offering document was
sufficient to allow them to conclude reasonably that medical
benefits had vested. See Chevrin v. Seelzer Bingham Pumps, Inc.,
1990 W.L. 303125 (D. Ore. 1990) (no ambiguity created where plan
document used the term "Lifetime Maximum Benefit").
5
 .        The district court, in an abundance of caution, went
beyond the clear language in the offering documents to consider
the reservation of rights clause set forth in the summary plan
description. We are convinced, however, that it is not necessary
to look beyond the offering documents in order to reach a
disposition with respect to the VRIPs' bilateral contract claim.
The limitations contained in the offering are consistent with
those in the underlying plan and create no ambiguity.
          While we sympathize with the unfortunate position in

which the VRIPs find themselves, we are not able to offer them

legal redress.   We agree with the district court that "Unisys

unambiguously reserved its right to increase contribution rates

and/or terminate the medical plan", 1994 W.L. 284079 at 31

(footnote omitted), and give weight to its finding that the VRIPs

"presented no testimony from any VRIP participant who made a

specific inquiry about the duration of his medical benefits and

was given misleading, or false, information."   Id.   We conclude,

therefore, that the VRIPs have failed to establish the existence

of an enforceable bilateral contract.



                               III.

          Having considered each of the VRIP claims of error and

determining that the district court did not err, we will affirm

the order of the district court.
