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Boeing Co. v. March

September 9, 2009


The opinion of the court was delivered by: Honorable David H. Coar


These two cases, which involve claims under the Employee Retirement Income Security Act of 1974 and the Labor-Management Relations Act, were consolidated for all purposes. In both matters, the Boeing Company seeks a declaration that a series of collective bargaining agreements negotiated by Boeing with the UAW and Local 1069 (collectively, "the Union") did not vest lifetime health benefits for the following class:

All former employees of Boeing who retired from Boeing Rotorcraft before March 18, 2006; who, as employees, were represented by the Union in collective bargaining; and who are participants in the Retiree Health Plan (i.e., those currently participating in The Boeing Company Retiree Health and Welfare Benefit Plan (Plan 502) and receiving pension benefits under the Local 1069 Non-Contributory Retirement Plan (Plan 005)); and their spouses, same-gender domestic partners, and eligible dependents, and surviving spouses and eligible dependents, who are participants in the Retiree Health Plan, as described above.

Boeing also seeks a declaration that it has the right to modify, amend, or terminate class members' health benefits. On September 30, 2008, this court certified the class for all pending claims in the consolidated litigation.

Represented by lead plaintiffs John R. Mayfield, Robert Mecleary, and Thomas J. Sheridan, the class argues that Boeing does not have a unilateral right to modify class members' health benefits under the current collective bargaining agreement (CBA). Specifically, they protest the changes Boeing made to those benefits in September 2006 and July 2009. The UAW, for its part, also considers these changes to be a breach of the CBA and a violation of Boeing's obligation to provide lifetime benefits to retirees. It contends, however, that the court lacks subject-matter jurisdiction over Boeing's claims against the Union.

The UAW, the class, and Boeing each have filed motions for summary judgment. This opinion resolves the three motions.


Before delving into the substantive dispute, the court considers its jurisdiction over each claim in the consolidated litigation. The court begins this analysis by briefly identifying the parties and recounting the litigation's history.

A. Background

On one side of the dispute is the Boeing Company ("Boeing") and the Boeing Company Retiree Health and Welfare Plan ("Retiree Health Plan"). Boeing is a Delaware corporation with its corporate headquarters and principal place of business in Chicago, Illinois. One of its divisions, Boeing Rotorcraft (which went by other names in the past) has manufacturing facilities in Ridley Township, Pennsylvania ("the Ridley plant"), and at the Wilmington Airport in New Castle County, Delaware ("the Wilmington Airport facility"). At all relevant times, Boeing has been an "employer" within the meaning of Section 3(5) of ERISA, 29 U.S.C. § 1002(5), and the "plan sponsor" of the Retiree Health Plan within the meaning of Section 3(16)(B) of ERISA, 29 U.S.C. § 1002(16)(B). The Retiree Health Plan, meanwhile, is an "employee welfare benefit plan" within the meaning of ERISA § 3(1), 29 U.S.C. § 1002(1), and it is administered primarily in Chicago, Illinois.

On the other side are the named plaintiffs in the Mayfield complaint, John Mayfield, Robert Mecleary, and Thomas Sheridan ("Mayfield plaintiffs"); the named defendants in the March complaint, Lori March and William Takacs ("March defendants"); and the International Union, United Automobile, Aerospace & Agricultural Implement Workers ("UAW") and UAW Local 1069 (collectively, the "Union"). The Mayfield plaintiffs all retired from Boeing Rotorcraft before March 6, 2006, and the court has ruled that they adequately represent the class certified for this consolidated litigation. The March defendants were served on September 23 and September 21, 2006, respectively; they have not participated further in the litigation.

The class representatives and members are "participants" in the Retiree Health Plan, within the meaning of Section 3(7) of ERISA, 29 U.S.C. § 1002(7). Mayfield retired in 1988; Mecleary retired in 1999; and Sheridan retired in 2003. While employed at Boeing, Mayfield, Sheridan, and Mecleary were represented in collective bargaining by the UAW and UAW Local 1069, which are labor organizations as defined in Section 2(5) of the National Labor Relations Act, 29 U.S.C. § 152(5).

On August 21, 2006, the UAW and four retirees filed a class action-complaint in the Eastern District of Michigan (the "Wood complaint"). They voluntarily dismissed that complaint on September 13, 2006-the day the Mayfield plaintiffs filed suit in the Middle District of Tennessee. Two days later, Boeing and the Retiree Health Plan filed its declaratory complaint against the retirees and the Union in the Northern District of Illinois. The Mayfield complaint was subsequently transferred to this court, and the two actions were consolidated.

Both the Wood and Mayfield complaints contained an allegation that Boeing's changes to the retirees' health benefits breach its contractual obligation to provide vested, lifetime health benefits to the class. And both complaints included an allegation that the changes breach Boeing's obligations under the Retiree Health Plan. Finally, both complaints sought, under the LMRA and ERISA, a declaratory judgment that Boeing is obligated to provide health benefits to the class for the lives of the retirees and their surviving spouses; preliminary and permanent injunctive relief requiring Boeing to maintain the level of benefits established in the applicable collective bargaining agreements; and damages plus interest for any losses incurred as a result of the benefit changes.

B. Analysis

There is no dispute that the court's jurisdiction over the class's amended complaint (formerly known as the Mayfield plaintiffs' amended complaint) is secure under section 301 of the LMRA, 29 U.S.C. §185 and 29 U.S.C. § 1331, which empowers the court to resolve the class's claim for injunctive relief and damages for breach of a collective bargaining agreement. And the court has jurisdiction under sections 502(a)(1)(B), 502(a)(3), 502(e), and 502(f) of ERISA, 29 U.S.C. §1132(a)(1)(B), 1132(a)(3), 1132(e) & 1132(f), and 29 U.S.C. § 1331, to resolve the class's claims for benefits due, to clarify the class's rights to future benefits under an employee welfare benefit plan, and to enjoin illegal changes to an employee welfare benefit plan. Jurisdiction over Boeing's declaratory complaint, however, is more complicated.

Boeing does not dispute that it lacks independent standing to sue under section 502(a)(3) of ERISA, 29 U.S.C. § 1132(a)(3), because it is not a participant, beneficiary, or fiduciary, as those terms are defined in the Act. Boeing argues, though, that the court has subject-matter jurisdiction over the ERISA claims in its declaratory complaint because the retirees and the Union could bring (and indeed have brought) a coercive action against Boeing. The Union and the retirees disagree: they both argue that Boeing may not use the Declaratory Judgment Act, 28 U.S.C. § 2201, to "piggyback" on their standing under ERISA. The Union argues, moreover, that Boeing has not shown that the Union would have standing to bring ERISA and LMRA claims on behalf of the retirees-in other words, that there is any standing to "piggyback" on. Finally, the Union contests whether Boeing may bring an LMRA claim without alleging a contract violation. The court addresses each of these contentions below.

1. "Coercive Action" Jurisdiction Over

Boeing's ERISA Claims Against the Class Relying primarily on the fact that Congress expressly limited private ERISA claimants to participants, fiduciaries, and beneficiaries, the Union argues that Boeing, an employer, may not subvert congressional intent by using the Declaratory Judgment Act to bring a claim it otherwise would not have standing to pursue. In a separate brief, the class joins, without elaborating, the Union's argument. Boeing responds that its declaratory complaint raises a substantial federal question because the class and the Union could (and in fact did) file a lawsuit alleging a violation of section 502 of ERISA, and federal-question jurisdiction would exist over such claims. And Boeing contends that, if a plaintiff invokes the Declaratory Judgment Act, there is no requirement that it have "independent standing" to sue under ERISA. Because the court has separate reservations about its jurisdiction over Boeing's claims against the Union, the court focuses here on Boeing's ability to "piggyback" on the class's standing.

This court has jurisdiction over "all civil actions arising under the Constitution, laws, or treaties of the United States." 28 U.SC.§ 1331. And, under the well-pleaded complaint rule, a federal question must be evident on the face of the plaintiff's complaint. City of Beloit v. Local 643, 248 F.3d 650, 652 (7th Cir. 2001). The court may exercise jurisdiction only "where it is specifically authorized by federal statute," and the Declaratory Judgment Act itself does not provide independent jurisdictional footing. Newell Operating Co. v. UAW, 532 F.3d 583, 587 (7th Cir. 2008). (citation and quotation marks omitted). Thus, in a declaratory-judgment action, the well-pleaded complaint rule requires the court to assess whether a federal question would be present had the declaratory defendant filed suit against the declaratory plaintiff over the subject matter in the complaint. City of Beloit, 248 F.3d at 652; Primax Recoveries, Inc. v. Sevilla, 324 F.3d 544, 548 (7th Cir. 2003).

Because ERISA occupies the field of law related to employee-welfare plans, disputes regarding these plans generally arise under federal law. See Spitz v. Tepfer, 171 F.3d 443, 447 (7th Cir. 1999); Ceres Terminals, Inc. v. Industrial Commission of Illinois, 53 F.3d 183, 185 (7th Cir. 1995). There are, however, exceptions-disputes that concern an employee-welfare plan but do not "arise under" ERISA. Franchise Tax Board v. Construction Laborers Vacation Trust, 463 U.S. 1 (1983), the main case upon which the Union relies, is an example.

In Franchise Tax Board, a state tax authority was trying to levy funds from an ERISA vacation-benefit plan, to apply the money to unpaid state income taxes. Id. at 3. When the trustees refused to turn over the funds, the tax authority filed suit in state court, seeking (1) enforcement of the levy under state law, and (2) a declaration that the trustees of the plan had a duty under state law to relinquish levied funds from the trust, notwithstanding their obligations under ERISA. Id. at 14. The trustees sought and obtained removal of the suit to federal court, but the Supreme Court concluded that there was no federal jurisdiction. The Court found applicable the Skelly Oil doctrine, which demands that "if, but for the availability of the declaratory judgment procedure, the federal claim would arise only as a defense to a state created action, jurisdiction is lacking." Id. at 16; see Skelly Oil Co. v. Phillips Petroleum Co., 339 U.S. 667 (1950). Applying the Skelly Oil doctrine, the Court ruled that the state's claims did not arise under federal law because its suit for a declaration of the validity of its own tax-levying law, despite possibly conflicting federal law, "is sufficiently removed from the spirit of necessity and careful limitation" that defines the scope of federal jurisdiction. Franchise Tax Board, 463 U.S. at 21-22. Thus, it did not matter that the trustees could have brought in federal court a declaratory-suit (under ERISA, alone) to determine whether they could comply with the levy.

Id. at 20, 26-27. The state's complaint, even if it was certain to require interpretation of ERISA, did not arise under federal law.

The Union (and the class) contend that Franchise Tax Board thus requires that a declaratory plaintiff advancing claims under ERISA itself have standing to sue under the statute. One court in this circuit has so held, see Pabst Brewing Co. v. Corrao, 176 F.R.D. 552, 560-61 (E.D. Wis. 1997), aff'd on other grounds, 161 F.3d 434 (7th Cir. 1998), but other courts, in this circuit and elsewhere, have rejected this interpretation. See BorgWarner Diversified Transmission Prods v. UAW, No. 1:06-cv-058-LJM-WTL, 2006 U.S. Dist. LEXIS 30101 (S.D. Ind. May 12, 2006); Bowe Bell Howell Co. v. IMMCO Employees' Ass'n, No. 03 C 8010, 2004 U.S. Dist LEXIS 10264 (N.D. Ill. June 2, 2004); Prudential Ins. Co. of Am. v. Doe, 76 F.3d 206, 210 (8th Cir. 1996). The interpretation relies in part on the following passage in Franchise Tax Board:

The express grant of federal jurisdiction in ERISA is limited to suits brought by certain parties as to whom Congress presumably determined that a right to enter federal court was necessary to further the statute's purposes. It did not go so far as to provide that any suit against such parties must also be brought in federal court when they themselves did not choose to sue. 463 U.S. at 21 (citation and footnote omitted) (emphasis in original).

This court does not read this passage, or Franchise Tax Board generally, to set forth an independent standing requirement for declaratory suits under ERISA. Rather, in this passage the Supreme Court was making a point in service of its broader holding: In enacting ERISA, Congress did not intend for federal courts to have exclusive jurisdiction over any case involving an employee-welfare plan where a participant, beneficiary, or fiduciary was sued, irrespective of whether the claims presented in the complaint have a federal character. The jurisdictional deficiency that the Court addressed in this passage was not that the declaratory plaintiff did not have independent standing to sue under ERISA (although that foreclosed a different jurisdictional theory), but that the controversy presented in the complaint-a dispute about the validity of a state tax-levying regulation-was not within the carefully circumscribed ambit of federal jurisdiction.

The Seventh Circuit, for its part, has not directly commented on the Union's "independent standing" argument. In its most recent examination of jurisdiction under ERISA and the Declaratory Judgment Act, the court did not have occasion to consider it. See Newell Operating Co. v. UAW, 532 F.3d 583 (7th Cir. 2008). The Seventh Circuit has explained, however, that in the context of a declaratory complaint a federal court's jurisdiction "comes from the underlying controversy, not the particular party initiating suit." Ameritech Benefit Plan Comm. v. CWA, 220 F.3d 814, 819 (7th Cir. 2000). Thus, it has found jurisdiction lacking for declaratory-judgment complaints where the presumed suit by the declaratory defendant would arise under state law. See Primax Recoveries, Inc. v. Sevilla, 324 F.3d 544, 548-49 (7th Cir. 2003) (declaratory complaint did not present federal question where, had it been filed by declaratory defendant, it would be to force endorsement of a check for reimbursement of funds recovered from a third party under state law); Commercial Nat'l Bank of Chicago v. Demos, 18 F.3d 485, 490 (7th Cir. 1994) (declaratory complaint did not present federal question because potential suit by declaratory defendant would raise only state-law question of ownership of accounts). And the court recently held that jurisdiction was secure over a declaratory complaint arising under a federal statutory provision that authorized suit by the declaratory defendant, but not the declaratory plaintiff. See Wisconsin v. Ho-Chunk Nation, 512 F.3d 921, 935 (7th Cir. 2008) (finding jurisdiction secure because declaratory-defendant, an American-Indian tribe, could bring suit against declaratory-plaintiff, a state, under 25 U.S.C. § 2710(d)(7)(A)(i)).

Applying these broad principles here, the court concludes that Boeing may use the Declaratory Judgment Act to "piggyback" on the class's standing to sue under ERISA because the underlying dispute arises under federal law: whether an employer may make unilateral changes to retirees' benefits under an ERISA welfare plan is entirely a federal question, requiring interpretation only of federal statutes and federal common law, and not state law. And there is no dispute that the court would have jurisdiction under ERISA to resolve the class's presumed complaint against Boeing. Accordingly, the court's jurisdiction over the live controversies in Boeing's declaratory complaint against the class is secure.

2. Jurisdiction Over Boeing's ERISA Claims Against the Union

Boeing's ERISA claims against the Union present a different complication. In Boeing's amended complaint, the company and the plan administrator seek a declaration, enforceable against the Union on behalf of the class, that Boeing and the plan administrator may modify, amend or terminate the class's health insurance benefits, and that the September 2006 and July 2009 changes did not violate ERISA. The Union contends that the court lacks jurisdiction over these claims because Boeing has not shown that the Union has standing to represent retirees (or other members of the class). Boeing responds that the Union could bring ERISA claims on behalf of retirees based on its associational standing, and it notes that the Union in fact did so in the Wood complaint.

Under some circumstances, a union may sue on behalf of its members in its "associational capacity." UAW v. Brock, 477 U.S. 274, 281-82 (1986). Thus, while generally only participants, beneficiaries, and fiduciaries may bring claims under ERISA, 29 U.S.C. § 1132(a), the Seventh Circuit has held that a union may sue under ERISA on behalf of plan participants-its members-in an associational capacity. See Southern Illinois Carpenters Welfare Fund v. Carpenters Welfare Fund, 326 F.3d 919, 922 (7th Cir. 2003). A due-process problem arises, though, when associations do not "represent adequately the interests of their injured members." Brock, 477 U.S. at 290.

The Union contends that Boeing has not shown that the Union would represent adequately the interests of the retirees. First, it notes that, as "members in retired status," retirees enjoy the same privileges of membership as active employees, but they lack critical voting rights: under Article 6, Section 19 of the UAW Constitution, retirees are not allowed to vote on the ratification of contracts, the election of stewards and committeepersons, and in decisions related to strikes. The Union contends that, particularly because the retirees are not empowered to choose the individuals who would be responsible for representing their interests in this lawsuit, it cannot be an adequate representative. Second, the Union notes that, because it is primarily responsible for its active employees, their interests will trump the retirees' interests in the case of conflict.

The Union has a point. See generally Allied Chem. & Alkali Workers of Am. v. Pittsburgh Plate Glass Co., 404 U.S. 157 (1971). After all, the Union is not the retirees' exclusive bargaining representative. See id. For this reason, the Seventh Circuit has held, in the context of a union's motion to compel arbitration of retirees' grievances, that a union cannot represent retirees without a showing that the retirees assent to such representation. Rossetto v. Pabst Brewing Co., 128 F.3d 538, 540 (7th Cir. 1997); see also United Steel Workers of Am. v. Cooper Tire & Rubber Co., 474 F.3d 271, 282-83 (6th Cir. 2007) (same). The Rossetto court reasoned that, because retirees are not employees included in a "bargaining unit" under the National Labor Relations Act, the union is not their exclusive bargaining representative, and they may deal with their former employer on their own. 128 F.3dat 539-40. Because the union in that case had not shown that the retirees assented to its representation, the Seventh Circuit concluded that it lacked standing to seek arbitration of their grievances. Id. at 541.

Boeing insists that proof of the retirees' assent is unnecessary here because the Union already brought suit on behalf of the retirees (the Wood complaint), and, Boeing contends, there is no obligation to make such a showing in the context of a declaratory complaint. The court disagrees with both contentions. First, the fact that the Union has purported to represent the retirees says nothing about the retirees' assent. It's true that Retiree Chapter President Jerry Patrone, a Local 1069 official who served on the 1986 bargaining committee, testified that he would be comfortable with the Union representing the retirees' interests in this lawsuit, and Joseph Sinni, a Union representative, testified that the Union is "fully supportive" of the retirees' claims that they have lifetime benefits and would "stand behind" them. But even if the Union's stance in this case would be sympathetic to the retirees' own perspectives, the retirees cannot be bound to it without their consent. Cf. Rossetto, 128 F.3d at 540. Second, this court would have jurisdiction over the presumed suit by the Union on behalf of the retirees only if the retirees consent to its representation. Thus, the Union's standing is critical to establish the jurisdictional basis for Boeing's declaratory claims under ERISA. And Boeing, as the proponent of federal jurisdiction, bears the burden of proving this jurisdictional fact by a preponderance of the evidence. Meridian Sec. Ins. Co. v. Sadowski, 441 F.3d 536, 543 (7th Cir. 2006).

The court concludes that Boeing has not shown, by a preponderance of the evidence, that the retirees would assent to the Union's representation in this matter. Indeed, Boeing has not presented any evidence of such assent. Accordingly, this court lacks jurisdiction over Boeing's declaratory action under ERISA against the Union. But the court notes that, even if its jurisdiction were secure over the claims, it would as a matter of discretion decline to entertain them. See 28 U.S.C. § 2201(a); Newell, 532 F.3d at 590 ("A district court has 'wide discretion' to decline to hear actions that pursue only declaratory relief."). The retirees are represented here, a class has been certified, and the Union's participation is largely unnecessary. Accordingly, the court dismisses Boeing's declaratory claims under ERISA against the Union.

3. Jurisdiction Under the LMRA

Boeing also asks the court to interpret the CBAs under the LMRA; it filed claims for declaratory relief against the class and the Union (both as an entity in itself and as a representative of the retirees in an associational capacity). The Union contests the court's jurisdiction over these claims on the ground that Boeing has not alleged a violation of any contract.

In the Wood complaint, the Union alleged that Boeing had violated the CBAs. Boeing now seeks a declaration that its actions have not been violations, and that if it were to make further changes it would not violate the CBAs. The Union argues that, because Boeing does not contend that there has been a violation, its complaint does not fall within the strict jurisdictional contours of the LMRA. Boeing responds that it does not need to allege that it violated the CBA to invoke the court's jurisdiction; it is enough that the Union has asserted as much, and has publicly declared that position by filing the Wood complaint.

The court concludes that its jurisdiction is secure. Section 301 of the LMRA states: Suits for violation of contracts between an employer and a labor organization representing employees in an industry affecting commerce as defined in this chapter . . . may be brought in any district court of the United States having jurisdiction of the parties, without respect to the amount in controversy or without regard to the citizenship of the parties.

29 U.S.C. § 185(a). Although the statute authorizes federal courts only to decide suits "for violation of contracts," it would be absurd to require that Boeing plead that it is violating the CBA in order to proceed with its declaratory complaint. It is enough that the underlying controversy concerns whether there has been, or will be, a violation of the CBAs.

The nature of the controversy here distinguishes it from Textron Lycoming Reciprocating Engine Div. v. UAW, 523 U.S. 653, 657 (1998),the case upon which the Union relies. There the union sought a declaration that its collective bargaining agreement with an employer was invalid. Specifically, the union alleged that the employer had fraudulently induced it to sign the agreement by concealing its plans to subcontract work to non-union workers. Textron, 523 U.S. at 655. The union did not allege, however, that either it or the employer had ever violated the terms of their agreement. Id. For this reason, the Supreme Court concluded that the LMRA did not confer subject-matter jurisdiction over the union's claim. Id. at 661-62. The Court explicitly stated, however, that "a declaratory judgment plaintiff accused of violating a collective-bargaining agreement may ask a court to declare the agreement invalid" under the LMRA. Id. at 658. The problem in that case was that no one contended that there had been a violation.

The Seventh Circuit has ruled that Textron did not foreclose jurisdiction in a similar case, J.W. Peters, Inc. v. Bridge, Structural & Reinforcing Iron Workers, 398 F.3d 967 (7th Cir. 2005). There the employer was accused of violating the terms of a collective bargaining agreement by attempting to terminate the collective bargaining relationship without providing proper notice, and it sought declaratory relief from this alleged violation. Although the employer did not allege that it had violated the agreement, the Seventh Circuit described the suit as "for violation of contracts" within the meaning of § 301. Id. at 973. And more recently in Newell, the Seventh Circuit concluded that an employer's suit for a declaration that amendments to retirees' health benefits did not violate the CBA fell within the "jurisdictional contours" of LMRA § 301. Newell, 532 F.3d at 590. The court explained that the suit "involves the alleged violation of the collective-bargaining agreement and therefore falls within the plain terms of LMRA § 301." Id. The Union has not explained why these cases do not control the outcome here, and the court sees no reason why they would not.

There is, however, a lingering standing issue for Boeing's claim against the Union under the LMRA and the Declaratory Judgment Act. Boeing has sued the Union both as a representative of-or "in behalf of"-the retirees, and the Union again challenges whether it may be sued in this capacity. It notes that LMRA § 301(b) provides that a "labor organization may sue or be sued . . . in behalf of the employees whom it represents in the courts of the United States," 29 U.S.C. § 185(b) (emphasis added), but retirees, the Union contends, are not "employees whom it represents." The Union also notes, again, that the retirees have not assented to its representation.

For the same reasons the court concluded that it lacked jurisdiction over Boeing's ERISA claims against the Union as a representative of the retirees, the court agrees. And, in the alternative, the court declines to exercise jurisdiction because the class can adequately represent the retirees' interests with respect to the LMRA claims in this suit. This does not, however, dispose of all of Boeing's LMRA claims against the Union. Unlike ERISA, the LMRA explicitly provides that a union may sue or be sued "as an entity." 29 U.S.C. § 185(b). And it is "axiomatic" that a party who negotiated a contract on behalf of a third party has standing to sue to enforce that contract. See Rossetto, 128 F.3d at 539; Frontier Communications of New York, Inc. v. Int'l Brotherhood of Electrical Workers, No. 07 Civ. 10327, 2008 U.S. Dist. LEXIS 37213, at *8-*12 & n.3 (S.D.N.Y. May 6, 2008) (collecting cases). Accordingly, the court concludes that its jurisdiction is secure for Boeing's declaratory-judgment claim under the LMRA against the Union as an entity itself.

With these jurisdictional knots untied, the court moves on to examine the merits of the class's complaint, Boeing's declaratory complaint against the class, and Boeing's claim for declaratory relief under the LMRA against the Union.


A. Retiree Health Coverage under the Current CBA

Between 1956 and 2005, the Union participated in collective bargaining on behalf of hourly employees at the Ridley plant and the Wilmington Airport facility, negotiating a series of successive collective bargaining agreements ("CBAs") on their behalf. Since the 1971-74 CBA, every CBA through the ...

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