The opinion of the court was delivered by: Parsons, District Judge.
MEMORANDUM OPINION AND ORDER
This case is before me today for ruling on cross motions for
summary judgment by plaintiffs and defendant.
The facts of the case have been stipulated to by all parties
concerned and are, therefore, well documented.
The defendant, is a New York corporation, which maintained
a facility in Milwaukee, Wisconsin for the maintenance and
repair of railroad refrigerator cars until July 12, 1968
(hereinafter referred to as the "Milwaukee car repair shop").
Plaintiffs are former employees of the defendant at that shop
and were at all relevant times, members of Local Lodge No.
390, Brotherhood Railway Carmen of the United States and
Canada (hereinafter referred to as the "Union").
Plaintiffs were in a collective bargaining unit represented
by the Union and were covered by a collective bargaining
agreement dated June 13, 1967 between the defendant and the
On September 13, 1966, defendant and the Union entered into
a Pension Agreement which became effective November 1, 1966,
and which provided that it would remain in effect until
midnight, December 31, 1969 and thereafter from year to year
until written notice of termination was given by either party
not more than ninety days, nor less than sixty days prior to
December 31, 1969 or on or before any annual expiration date
During the period November 1, 1966 through July 1, 1968
plaintiffs retired under the said Pension Agreement and began
to receive monthly pensions. The benefits under the Pension
Agreement were provided by contributions made by the Company
to a trust fund held by the First National Bank of Chicago.
The amount of the contributions was determined by an actuarial
On April 29, 1968 defendant notified the Union that it was
considering curtailment of work at its Milwaukee car repair
shop and on June 7, 1968 its decision to do so was announced.
Defendant and the Union entered into negotiations concerning
the effect of curtailment of operations at the Milwaukee car
repair shop and held meetings pursuant to that end in May,
June, July, October and November of 1968. When the defendant
and the Union were unable to reach agreement on the subject of
pensions the dispute was referred to counsel for the defendant
and the Union.
The Union's position was that pensions should be paid to
employees who retired under the Pension Agreement for their
lifetime. The defendant's position was that it ought to be
required only to pay pensions from the trust until amounts
contributed by defendant during the term of the Pension
Agreement were exhausted.
On October 8, 1969 representatives of the defendant notified
the Union that defendant elected to terminate the Pension
Agreement as of December 31, 1969. On December 19, 1969 the
defendant and the Union entered into a written "Termination
Agreement" dated December 19, 1969. Plaintiffs were notified
on July 28, 1970 that amounts available in the trust fund
would be sufficient to provide monthly pensions only for a
portion of 1970. Plaintiffs received pensions in full for all
months up to and including August of 1970 and partial pensions
for the month of September of 1970. Since the latter date
plaintiffs have not received any further pension benefits.
Plaintiffs then brought an action under Section 301 et seq. of
the Labor Management Relations Act of 1947, as amended,
29 U.S.C. § 185 et seq., claiming that the defendant had breached
its Pension Agreement with the Union and asking for specific
performance of that Agreement. Thereafter, the cross motions
for summary judgment that are before the Court on this date
Plaintiffs allege two grounds for their right to summary
judgment. The first ground is that "The unambiguous terms of
the Pension Agreement, specifically vest in them an absolute
right to a lifetime pension once all the conditions have been
fulfilled." The second ground is that "The doctrine of
equitable estoppel prohibits the defendant from now denying
that plaintiffs are entitled to full pension."
Despite the compassion that I feel for the plaintiffs'
plight I find I must hold for the defendant for the reasons
It is obvious beyond any need for explanation that a
contract must be construed so as to give effect to all of its
provisions. Thus, all portions of the Pension Agreement must
be read in the light of all other provisions of that Agreement
and the Termination Agreement. It would be well at this time