               NOT RECOMMENDED FOR FULL-TEXT PUBLICATION
                          File Name: 13a0912n.06

                                          No. 12-2084

                          UNITED STATES COURT OF APPEALS
                                                                                       FILED
                                                                                  Oct 24, 2013
                               FOR THE SIXTH CIRCUIT
                                                                             DEBORAH S. HUNT, Clerk

HELEN ADAMS,                           )
                                       )
      Plaintiff-Appellant,             )                ON APPEAL FROM THE
                                       )                UNITED STATES DISTRICT
v.                                     )                COURT FOR THE EASTERN
                                       )                DISTRICT OF MICHIGAN
GENERAL MOTORS COMPANY,                )
                                       )
                                                                OPINION
      Defendant-Appellee.              )
_______________________________________)


Before: MOORE, GIBBONS, and SUTTON, Circuit Judges.

       KAREN NELSON MOORE, Circuit Judge.                  Defendant-Appellee General Motors

Company (“GM”) employed Plaintiff-Appellant Helen Adams for a few years in the 1970s. On the

job, Adams suffered an injury that prevented her from continuing to work. Years later, GM paid

Adams pension benefits for twenty-one months until it concluded that those payments were made

in error and canceled them. Adams sought to have the benefits reinstated and eventually filed this

action in federal court under the Employee Retirement Income Security Act of 1974 (“ERISA”).

The district court concluded that GM did not act arbitrarily or capriciously in denying Adams the

pension benefits, and it awarded GM judgment on the administrative record. We agree that GM’s

interpretation of the pension plan was reasonable, and thus, we AFFIRM.
No. 12-2084
Adams v. General Motors Company


                                       I. BACKGROUND

       Adams started working for GM in 1973, and she continued doing so intermittently until

suffering a hand injury on March 31, 1976. A week after this injury, GM discharged her, and Adams

has never returned to work as a result of her disability. From the date of her discharge, GM has paid

Adams worker’s compensation benefits. It voluntarily paid them until January 1977; since then, it

has paid disability benefits as the result of an administrative proceeding. During that proceeding,

the administrative law judge (“ALJ”) found Adams to be an “employee” under Michigan worker’s

compensation statutes.

       Whether Adams was an employee matters because she seeks pension benefits under the

Hourly-Rate Employees Pension Plan (“HRP”). The HRP was part of the Collective Bargaining

Agreement (“CBA”) between GM and the United Automobile Workers (“UAW”) that was in effect

at the time of Adams’s discharge. Under this plan, only “employees,”1 as defined by the CBA, are

eligible for benefits. Appellee App. at 25 (HRP Art. II, § 1), 27 (HRP Art. X, § 1(b)(1)). Explicitly

excluded from this definition are “temporary employees,” id. at 27 (HRP Art. X, § 1(b)(1)), who are

employees whose names do not appear on the “seniority list,” id. at 22 (CBA § 56).

       GM has maintained that Adams was only a temporary employee because her name was never

placed on the seniority list.2 Despite this stance, GM paid Adams pension benefits for twenty-one

       1
       The HRP and the CBA use the term “employes.” For the sake of clarity, we will adopt the
modern spelling—“employee.”
       2
       At various points in the record, Adams acknowledges GM’s claim. See, e.g., Appellant
App. at 1 (Benefits Claim) (“I was [d]ischarged [a]s [a] [t]empoary [e]mployee [i]n 1976.”);
Appellee App. at 15 (Appeal from Benefits Decision) (“We were told that I was discharged as a

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Adams v. General Motors Company


months beginning in October 2007 that totaled $46,087.23. Eventually, GM caught its mistake and

shut off the payments to Adams. She petitioned to have them reinstated. GM denied these requests,

finding that Adams was ineligible for pension benefits because she “never acquired seniority” and

was “never on an approved leave of absence.” Appellant App. at 17 (Final Benefits Decision).

Furthermore, because GM determined that this pension payment was in error and that the HRP’s

administrators were bound by ERISA, GM was required to demand that Adams return the money.

       After exhausting her administrative remedies, Adams filed the present suit in district court.

The parties stipulated that the court would review GM’s administrative decision under the “Arbitrary

and Capricious” standard. R. 11 (Joint Statement at 1) (Page ID #36). And both parties filed

motions for judgment on the administrative record. The court referred the matter to a magistrate

judge, who subsequently issued a Report and Recommendation (“R&R”) in favor of GM. In

particular, the magistrate judge found that GM’s interpretation of the CBA and its decision that

Adams was a temporary employee were not arbitrary or capricious. Adams raised several objections

to this R&R, but the district court accepted the R&R without revisions. Adams filed a Motion for

Reconsideration under Fed. R. Civ. P. 60(b), which the district court denied. This appeal followed.




Temporary, unsatisfactory employee in 1976.”). GM argues that these statements qualify as
admissions and that Adams should be bound by them. We do not agree. The Benefits Claim is a
two-page form with seven handwritten lines that detail the “nature of the claim.” Appellant App.
at 1. It appears to have been prepared without counsel’s assistance and merely parrots the language
of GM’s 2009 Ineligibility Letter. See Appellee App. at 13. GM also points to an appeal that
Adams filed on UAW stationery, which contained the signature of a “Benefit Representative.” Id.
at 15. This letter merely restates GM’s claim without accepting it. Thus, it does not qualify as an
admission.

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Adams v. General Motors Company


                                  II. STANDARD OF REVIEW

       We review de novo the district court’s grant of judgment on the administrative record. Glenn

v. MetLife, 461 F.3d 660, 665 (6th Cir. 2006), aff’d, Metro. Life Ins. Co. v. Glenn, 554 U.S. 105

(2008). In most situations, we also review de novo a plan administrator’s decision to deny benefits,

but when a plan gives its administrator discretion to determine eligibility, we decide whether the

denial was arbitrary or capricious. Schwalm v. Guardian Life Ins. Co. of Am., 626 F.3d 299, 308

(6th Cir. 2010). All parties agree that the CBA and the HRP gave GM such discretion, and thus, we

will uphold the administrator’s decision (and the district court’s ruling) “‘if it [was] the result of a

deliberate, principled reasoning process and if it is supported by substantial evidence.’” Bennett v.

Kemper Nat’l Servs., Inc., 514 F.3d 547, 552 (6th Cir. 2008) (quoting Glenn, 461 F.3d at 666). This

standard may be deferential, but “our review is no mere formality.” Glenn, 461 F.3d at 666.

                                            III. MERITS

       ERISA requires that “[e]very employee benefit plan . . . be established and maintained

pursuant to a written instrument.” 29 U.S.C. § 1102(a)(1). Per this command, the CBA and HRP

outline the benefits and requirements under GM’s plan. The HRP states that “[a]ny employee [who

meets certain age and service-time requirements] shall be entitled to receive a pension.” Appellee

App. at 25 (HRP Art. II, § 1). It defines an “employee” as “[a]ny person regularly employed in the

United States by [GM],” id. at 27 (HRP Art. X, § 1(a)), but it explicitly carves out “temporary

employees” from that definition, id. (HRP Art. X, § 1(b)(1)). Furthermore, the CBA states that all




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Adams v. General Motors Company


“[e]mployees shall be regarded as temporary employees until their names have been placed on the

seniority list.” Id. at 22 (CBA § 56).

       GM—the plan administrator—interpreted these provisions to require, as a threshold matter,

that a claimant’s name appear on the seniority list to be eligible for benefits. In this case, it found

Adams’s name absent from the list and, as a result, determined that she was ineligible to receive a

pension under the plan. For us to reverse the district court under the arbitrary or capricious standard,

we must decide that GM’s interpretation and application of the CBA and HRP were unreasonable.

Johnson v. Eaton Corp., 970 F.2d 1569, 1574 (6th Cir. 1992). This we cannot do. The text of the

plan supports GM’s reading, and Adams has offered no evidence that her name actually appeared

on the seniority list, making her ineligible for pension benefits. Her counterarguments are

unpersuasive.

       First, Adams claims that §§ 107 and 108 of the CBA show that she “is entitled to credited

service towards her pension.” Appellant Br. at 9. Section 108 states that sick leave related to work

injuries begins “automatically and seniority . . . accumulate[s] for the full period of legal temporary

disability.” Appellant App. at 11. It continues: “[t]emporary employees disabled by compensable

injury or legal occupational disease shall be given credit for the period of such disability toward

acquiring seniority.” Id. (emphasis added). Section 107 also relates to sick leave, but it specifically

commands that “in no case shall a temporary employee’s name be placed on the seniority list while

away from work on sick leave.” Id. Adams asserts that these provisions create an ambiguity in the

CBA and HRP and, by implication, that GM’s resolution of it was unreasonable.



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Adams v. General Motors Company


       A careful reading of these sections, however, adds weight to GM’s interpretation rather than

calling it into question. Section 108 discusses the accumulation of seniority and credit “toward

acquiring seniority”—implying that some other event triggers seniority. Unlike § 56 of the CBA,

§ 108 says nothing about temporary employees becoming full employees while on leave for work-

related injuries. In fact, § 107 appears to forbid such a status conversion. It is unclear how these

provisions render the CBA and HRP ambiguous, but even if confusion exists, we give plan

administrators “great leeway in interpreting ambiguous terms.” Moos v. Square D Co., 72 F.3d 39,

42 (6th Cir. 1995). In this case, GM’s reading of these provisions is not unreasonable. Requiring

an employee to have her name placed on the seniority list to be eligible for a pension fits with the

language of the CBA and the HRP; the two provisions that Adams cites do not raise a conflict with

GM’s interpretation.

       Second, Adams argues that principles of collateral estoppel and res judicata bar GM’s

determination of Adams’s ineligibility because a state administrative agency adjudicated Adams an

employee in the 1970s. Specifically, Adams claims that GM should be estopped from holding her

ineligible because GM never denied that Adams was an employee in proceedings before the

Michigan Workers’ Compensation Appeal Board. This argument fails for two reasons. One, Adams

never made this argument in the district court, and thus, she has forfeited it. See Dealer Computer

Servs., Inc. v. Dub Herring Ford, 623 F.3d 348, 357 (6th Cir. 2010). Two, even if we considered

this argument, Adams would not succeed. Michigan’s worker’s compensation statute defines

“employee” broadly, see Mich. Comp. Laws § 418.161, but it does not contain a distinction between



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Adams v. General Motors Company


full and temporary employees like the HRP does. Under the HRP, “employee” carries a different

meaning. More importantly, the HRP and other ERISA-covered pension plans are governed by their

own terms. 29 U.S.C. § 1102(a)(1). GM’s decision to follow the HRP’s definition of employee was

not irrational; it was required.

        Third, Adams insists that Haynor v. General Motors Co., 606 F. Supp. 2d 675 (E.D. Mich.

2009), governs the outcome of this case. She is wrong for multiple reasons. To start, we are bound

only by decisions of the United States Supreme Court and prior published decisions of this court.

See Darrah v. City of Oak Park, 255 F.3d 301, 310 (6th Cir. 2001). Moreover, in Haynor, the

parties disputed whether the plaintiff had accumulated enough time to qualify for pension benefits.

See 606 F. Supp. 2d at 677–78. Here, the issue is not whether Adams met the service-time

requirements; it is whether she passed the threshold test of becoming a full employee by having her

name put on the seniority list. The terms of the CBA explicitly state that an employee cannot have

her name added to the list while on sick leave, Appellant App. at 11 (CBA § 107), and Adams has

offered no evidence showing that she was on the list prior to her injury. She carries the overall

burden of proving that she is eligible for a pension. Rose v. Hartford Fin. Servs. Group, Inc., 268

F. App’x 444, 452 (6th Cir. 2008). Adams has not cleared this bar, and Haynor cannot save her.

        Fourth, Adams contends that upholding the denial of her pension benefits allows GM to

“punish” her and “produces an unjust result.” Appellant Br. at 12. Adams has put forth no specific

evidence that GM is attempting to “punish” her. And while it is unfortunate that GM mistakenly

paid Adams benefits and then demanded the return of its payments, plan administrators must serve



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Adams v. General Motors Company


as fiduciaries to all of the plan’s beneficiaries. Conkright v. Frommert, 559 U.S. 506, 520 (2010).

Thus, if the administrators mistakenly disperse the plan’s limited funds, they have a duty to seek

their return so that the proper beneficiaries may receive their pensions.          See 29 U.S.C.

§ 1132(a)(3)(B); Gilchrest v. Unum Life Ins. Co. of Am., 255 F. App’x 38, 44 (6th Cir. 2007). The

mistaken payments may not serve as the sole basis for establishing eligibility for a pension in this

case. Doing so would compound GM’s mistakes and cause further harm to the HRP’s eligible

beneficiaries.

                                      IV. CONCLUSION

       In summary, Adams has failed to demonstrate that GM’s interpretations of the CBA and

HRP were arbitrary or capricious. Therefore, we must AFFIRM the district court’s grant of

judgment to GM.




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