in force, just as if there had been no sale. Continental will administer your benefits on U.S. Can's behalf."
In August, 1987, USCAN announced that it was closing Plant 465 and transferring its operations to a USCAN plant in Elgin, Illinois. On October 23, 1987, plaintiff Stephen Schall was laid off. In November, 1987, in contemplation of the plant closing, plaintiffs requested USCAN to forward their applications for "Rule of 65" pensions to defendant General Pension Board of the Continental Pension Plan ("Pension Board"). The applications were forwarded to Connecticut on November 10, 1987. On December 12, 1987, Plant 465 was closed and the remaining plaintiffs were laid off. The Pension Board has not acted on plaintiffs' pension applications.
When plaintiffs were laid off, they each had completed (or would complete within two years of a plant closing) at least 25 years of regular continuous service. The combined years of age and regular continuous service for each plaintiff was at least 65. Furthermore, their regular continuous service was broken by retirement following a permanent plant shutdown. Accordingly, each plaintiff met the requirements for a "Rule of 65" pension.
The complaint seeks relief in six counts. Count I, which seeks a declaratory judgment that plaintiffs are entitled to Rule of 65 pensions pursuant to a collective bargaining agreement, is brought pursuant to § 301 of the Labor Management Relations Act, 29 U.S.C. § 185(a). Count II alleges breach of contract pursuant to Illinois state law. Count III seeks an injunction requiring the Pension Board to act on plaintiffs' pension applications. Count IV asserts a claim for supplemental unemployment benefits on behalf of plaintiff Stephen Schall. Count V asserts claims for group health benefits on behalf of plaintiffs Schall and Tebo. Count VI, which was added during the briefing of the summary judgment motions, asserts a claim pursuant to ERISA for the Rule of 65 pension benefits. Plaintiffs have moved for summary judgment on Counts I, II and VI, and defendants have cross-moved for summary judgment on Counts I and II.
III. COUNT ONE
A. Formation of Contract
With respect to Count I, the parties initially dispute whether there is a collective bargaining agreement which recognizes the "Rule of 65" pension benefits. Defendants maintain that no collective bargaining agreement existed because the parties never agreed on the wage rate, an important substantive term of the agreement. They contend that the employees made an offer on April 23, 1986, for an agreement incorporating a $ 1.25 per hour wage increase over the IAM Master Agreement. Defendants then made a counteroffer of IAM parity, which the employees never acted upon. No acceptance was ever made, and no contract was formed.
Plaintiffs maintain that the employees did indeed accept the counteroffer, and that such acceptance is evidenced by the circumstances even though no formal pronouncement of acceptance was made.
In the context of collective bargaining, courts apply the general common law of contracts but do so in a flexible manner in order to effectuate the policies underlying federal labor law. Capitol-Husting Co. v. N.L.R.B., 671 F.2d 237, 242 (7th Cir. 1982). Although the technical rules comprising contract law do not necessarily control all decisions in labor-management cases, the normal rules of offer and acceptance are generally determinative of the existence of a collective bargaining agreement." Id. In determining whether a contract offer has been accepted, the "crucial inquiry is whether the two sides have reached an 'agreement,' even though that 'agreement' might fall short of the technical requirements of an accepted contract." Id., quoting N.L.R.B. v. Donkin's Inn, Inc., 532 F.2d 138, 141 (9th Cir.), cert. denied, 429 U.S. 895, 97 S. Ct. 257, 50 L. Ed. 2d 179 (1976). Accordingly, acceptance need not be evidenced by a signed contract or a formal pronouncement. It may be inferred from the conduct following the making of the offer. Robbins v. Lynch, 836 F.2d 330, 332 (7th Cir. 1988); Capitol, 671 F.2d at 243. "All that is required is conduct manifesting an intention to abide and be bound by the terms of an agreement." Capitol, 671 F.2d at 243.
The Capitol and Robbins cases are instructive in illustrating the types of circumstances which evidence the existence of an agreement in the absence of a formal acceptance of an offer.
In Capitol, at the first meeting between the union and management concerning negotiation of a new contract, management rejected the union's demands and offered to extend the existing contract for an additional year. Management further stated that it would give the same concessions that the union could obtain from either of the company's two competitors. The union did not expressly accept management's offer, but it ended the meeting and directed its efforts solely toward reaching an agreement with the two competitors.
The union did achieve an agreement for increased wages and benefits from one of the company's competitors after it struck that competitor. The union then called upon management to match the competitor's contract, and management refused. The court upheld the NLRB's finding that there was an agreement to match the competitor's contract. Although the union did not expressly accept the offer to match, acceptance was inferred from the union's conduct in terminating negotiations and focusing on negotiations with the competitors. The court found that "a reasonable person in the position of [the company's president] would have understood that the Union had expressed its assent to [the] offer to match." 671 F.2d at 243. The court noted that if there had been no acceptance, the existing agreement would have expired and further negotiations would have been scheduled. However, the union relied upon the offer to match by turning its attention to the competitors, and the company benefitted as the existing contract remained in effect. Id.
In Robbins, upon the expiration in 1976 of a master collective bargaining agreement which had been signed by the employer, the employer executed a promise to be bound by any master agreement thereafter concluded. Such a master agreement was reached, and the company adhered to its terms. Upon its expiration in 1979, the company sent the union the following written statement:
Want To Inform You We Are Willing To Pay What Ever The International And The Truckers Agree On For The New Contract Which Is Due 4-1-79. We Would Like To Contunie [sic] To Operate. If It Is O.K. With The Union And We Will Sign The New Contract. Please Send Us A Letter To That Effect.
836 F.2d at 331. The union did not reply. However, until the end of 1981, the company paid the wages, made the benefit contributions, and followed the grievance procedures of the master agreement. When a dispute arose as to whether the company was bound by the agreement, the court affirmed summary judgment in favor of the union. The court found that whatever the company's subjective intent may have been, the objective evidence indicated that the company had accepted the collective bargaining agreement. 836 F.2d at 332.
This case is controlled by Capitol and Robbins. As in those cases, the company made an offer which the employees never expressly accepted. Also like those cases, the conduct of both parties following the offer indicated that they believed themselves bound to its terms. If the employees in this case had not accepted the offer of IAM parity, it is likely that further negotiations would have ensued concerning the terms of a collective bargaining agreement. Furthermore, the employees continued to work, despite the failure to achieve a wage increase, and the company continued to pay them in accordance with the master agreement. The company also prepared to distribute a new Summary Plan Description which included the Rule of 65 pension, and in light of the surrounding circumstances the Court cannot accept defendants' explanation that the plan description was prepared only in anticipation of an eventual agreement rather than pursuant to a belief by the company that it was bound by an existing agreement. But for the instant dispute, no reasonable observer would believe that the employees were not covered by the terms of the master agreement. Certainly the employees themselves had every reason to believe that they were covered by a collective bargaining agreement, including the benefits provisions. If they had had any indication that the company did not believe there was an agreement, the employees would certainly have pressed for one. Their failure to do so constitutes a clear reliance on the company's behavior in acting as if there were an agreement.
Defendants argue that an agreement was never reached because a substantive term -- wages -- was left open. "As a general rule, a contract does not arise if the union and management have not resolved a dispute over a substantive term." Bobbie Brooks, Inc. v. International Ladies' Garment Workers Union, 835 F.2d 1164, 1168 (6th Cir. 1987). For the reasons already stated, the Court finds that the parties did agree on wages -- the employees implicitly accepted the offer of IAM parity on wages. However, even accepting defendants' view that the wages were never agreed upon, the Court finds that the parties entered into a contract. The issue would hinge upon whether the parties agreed to defer negotiation on the disputed issue, or whether they instead made an agreement explicitly subject to resolution of the disputed issue. Id. There is no indication here that the parties' disagreement over wages blocked the achievement of an overall agreement. If indeed the wage issue was never resolved, it was left open as a side issue as the parties agreed to IAM parity in all other respects.
B. Exhaustion of Remedies
Defendants next contend that even if there was an agreement, plaintiffs' claim must be dismissed because they failed to pursue the remedies mandated by that agreement. See Clayton v. International Union, United Automobile, Aerospace and Agricultural Workers, 451 U.S. 679, 682, 101 S. Ct. 2088, 2091, 68 L. Ed. 2d 538 (1981) (employee seeking remedy for alleged breach of collective bargaining agreement must attempt to exhaust any exclusive grievance and arbitration procedures established by that agreement). The exhaustion rule rests on two considerations: protection of the integrity of the collective bargaining process and furtherance of the national labor policy that encourages private resolution of disputes over collective bargaining agreements. Id. at 687, 101 S. Ct. at 2094. The rule is not inflexible, however, and does not require exhaustion where those interests would not be furthered. See, e.g., id. at 689, 101 S. Ct. at 2095; Richards v. Local 134, IBEW, 790 F.2d 633, 637 (7th Cir. 1986). See also Gorski v. Local Union 134, IBEW, 636 F. Supp. 1174, 1184 (N.D. Ill. 1986) (employee not required to exhaust grievance procedures where union had no grievance procedure capable of giving her relief she sought).
Defendants argue in their initial brief that plaintiffs have failed to exhaust the grievance and arbitration procedures referred to in the IAM Master Agreement and the Pension Agreement it incorporated. Defendants quote the following provision from the plan description:
Any differences that may arise between you and the Company concerning your application for, your entitlement to or the amount of payment of a lump sum retirement allowance, pension or deferred benefit may be taken up as grievance in accordance with the applicable provisions of the Master Agreement beginning at step 3 of the Grievance Procedure. . . .
Plaintiffs respond that this grievance procedure does not apply. "IAM parity" refers to provision of the same wages and benefits contained in the IAM Master Agreement "as could reasonably be applied to the Itasca facility."
Because the Itasca employees here were not union members, plaintiffs argue that the union grievance procedures described in the IAM Master Agreement could not "reasonably be applied to the Itasca facility." Rather, they argue, the applicable process is that described in the Summary Plan Description drafted on March 23, 1987, to be effective retroactively to March 1, 1986. That plan provided:
Any differences or any denial of a claim that may arise between you or a beneficiary and the Company concerning eligibility for or the amount of payment of a lump sum retirement allowance, pension or deferred benefit may be discussed with your Human Resources representative. You or any beneficiary are entitled to a full and fair review of any denial of a claim. If you feel that you wish further review following those discussions, you should address your request for a review in writing to the General Pension Board within 60 days from the time you are notified that the claim has been denied. In denying any claim, the General Pension Board will send a written notice explaining the specific reasons for the denial, and will make reference to those provisions of the booklet or the Plan upon which the decision was based. Normally, a decision will be made within 60 days of receipt of the request for a review.