
USCA1 Opinion

	




                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                 ____________________          No. 94-1336                                ANNA CARROLL, ET AL.,                               Plaintiffs - Appellees,                                          v.                       BLUE CROSS/BLUE SHIELD OF MASSACHUSETTS,                                Defendant - Appellant.                                 ____________________                                     ERRATA SHEET               The opinion of this  court issued on September 2,  1994, not          for publication, is amended as follows:               The  cover sheet should read:   "Lisa M.  Fleming, with whom                                                ________________          Laura Panos, was on brief for appellant."  The names of the other          ___________          attorneys listed on brief for appellant should be deleted.                                [NOT FOR PUBLICATION]                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                 ____________________          No. 94-1336                                ANNA CARROLL, ET AL.,                               Plaintiffs - Appellees,                                          v.                       BLUE CROSS/BLUE SHIELD OF MASSACHUSETTS,                                Defendant - Appellant.                                 ____________________                     APPEAL FROM THE UNITED STATES DISTRICT COURT                          FOR THE DISTRICT OF MASSACHUSETTS                     [Hon. Robert E. Keeton, U.S. District Judge]                                             ___________________                                 ____________________                                        Before                            Selya and Cyr, Circuit Judges,                                           ______________                             and Zobel,* District Judge.                                         ______________                                _____________________               Lisa M. Fleming,  with whom  Laura Panos were  on brief  for               _______________              ___________          appellant.               Stephen  M. Perry,  with  whom Thomas  J.  Walsh, Robert  M.               _________________              _________________  __________          Mendillo and Casner & Edwards were on brief for appellees.          ________     ________________                                 ____________________                                  September 2, 1994                                 ____________________                                        ____________________          *  Of the District of Massachusetts, sitting by designation.                    Per  Curiam.    Appellant  Blue Cross  Blue  Shield  of                    ___________          Massachusetts, Inc.  (the "Company")  in 1991 had  promulgated an          Organizational  Change  Policy (the  "Policy") pursuant  to which          employees were to receive severance benefits when their positions          were  eliminated  under  defined  circumstances.   In  1992,  the          Company  entered  into   an  information  systems   and  services          outsourcing  agreement  with   Electronic  Data  Services,   Inc.          ("EDS").   Pursuant to that agreement appellees who had performed          information services work as Company employees became employed by          EDS.  They claimed severance benefits under the Policy above.                    We  agree with the  district court's determination that          the Company's  Policy excluded  only internal transfers  from its                                               ________          severance  benefit  provisions.    Appellant  concedes  that  the          "transfers" at issue were not  internal transfers.  The  Policy's          unambiguous language provided for severance benefits to employees          terminated from their  positions at  the Company,  even if  those          same   employees   obtained   immediate   employment   elsewhere.          Accordingly,  appellees are  entitled to  the benefits  for which          they sued; there was no need  for the court to consider extrinsic          evidence to ascertain the parties' intent.                    Appellant's reliance on our recent decision in Allen v.                                                                   _____          Adage, Inc., 967 F.2d  695 (1st Cir. 1992), is misplaced.   Allen          ___________                                                 _____          held that in  the absence of ambiguity, the  language of the plan          determines employee  eligibility for benefits.   See id.  at 701;                                                           ___ ___          Bellino  v. Schlumberger  Technologies, 944  F.2d 26,  29-30 (1st          _______     __________________________          Cir.  1991).  It did not hold that outsourcing agreements such as                                        - 2 -          the  one  at  bar  shall  never  entitle  employees  to severance          benefits.  See Allen,  967 F.2d at 700-01;  Bellino, 944 F.2d  at                     ___ _____                        _______          30.                    The  Company's remaining arguments concern the district          court's measure of damages.  The Policy itself defined the proper          measure  of damages,  thus  such payments  are  not punitive  and          neither  offset  nor  integration  is required.    Had  appellant          intended severance payments to be offset by money or benefits its          former employees  earned elsewhere, it  need merely have  said as          much in the Policy.                    Affirmed.                    ________                                        - 3 -
