The opinion of the court was delivered by: Judge Sharp
Defendants UAW and Local 737 (collectively, "Defendants" or "Unions") filed a Second Motion for Summary Judgment (Docket Entry No. 69), to which Plaintiffs James Ray Daugherty, Steve Daniel Allen, William Orman Knox, J.C. Hollingsworth, Daryle Rycardo Dowell, Sr., Ricky Wilford Balthrop, Sheliah Rhonda Hunter, William Robert Maupin, Steven Edward Counter, Robert S. Heathcock, Kerry B. Stamper, Donna Fay Rekart, Johnny Lee Butler, Tom Baker Johnson, Brenda Coleman, Rebecca Spicer, Donald Allen Spillers, Dennis Alan Brazzell, and Kenny Wayne Johnson (collectively, "Plaintiffs") filed a response*fn1 (Docket Entry No. 73), and Defendants filed a reply (Docket Entry No. 90). Having obtained prior leave of the Court, Plaintiffs (Docket Entry No. 95) and Defendants (Docket Entry No. 99) each filed a sur-reply. For the reasons stated herein, the Court will deny Defendants' motion.
This action involves the retirement packages offered to and accepted by Plaintiffs, who previously worked at the Ford Motor Company ("Ford") glass plant in Nashville and were members of Local 737.*fn2 Ford sold the facility to Visteon in 2000. Ford, Visteon, and UAW negotiated a Memorandum of Agreement ("Memorandum") in 2005 concerning the restructuring of Visteon. (Docket Entry No. 73-25.) The Memorandum provided for Visteon's transfer of certain facilities, including the Nashville glass plant, to a third party-owned, Ford-controlled limited liability company known as Automotive Components Holdings ("ACH"). Most of the facilities transferred pursuant to the Memorandum, including the Nashville glass plant, were designated for restructure and sale. (Id. at 2.)
However, Charles Browning, Assistant Director of UAW's National Ford Department, and Thomas "Butch" Stokes, Local 737's bargaining chairman, consistently testified that Ford would consider closing any such plant if there was no suitable buyer. In fact, some of the plants designated in the Memorandum for restructure and sale were ultimately closed instead.
Ford and UAW representatives came to the Nashville facility in October 2006 to hold a mandatory meeting with Plaintiffs and the other members of Local 737. The UAW representatives stated that, if Ford could not sell the plant, it would be closed and all its employees laid off by September 1, 2007. UAW representatives Joe Gafa and Jerry Young explained Ford was making available a one-time buyout package that would allow retirement-eligible employees at ACH facilities to draw part of their retirement and keep their health insurance. These packages were represented to be the only ones available, with no promise of other packages to come later. The representatives further indicated that Ford could lay off those employees who did not sign up for a package, thus eliminating their health insurance within a short time and severely affecting their retirement benefits. While these laid-off employees would receive SUB-pay supplemental unemployment benefits, the representatives warned that the sheer number of such employees would quickly deplete the available SUB-pay funds. Although employees could alternatively request a transfer, that option was described as risky because employees who did not rank highly enough on the seniority list would also be laid off.
Local 737 members were given two weeks to decide whether to sign up for a retirement package, request a transfer to another facility, or continue working at the Nashville glass plant. Members who signed up for a buyout package could withdraw their acceptance at any time before the effective date of the buyout. Individual Plaintiffs testified about various conversations with Local 737 representatives which essentially reinforced the message of the October 2006 meeting: the plant was at risk of closure and employees should consider taking the buyouts. All Plaintiffs ultimately accepted the buyout packages because they were told this package would be the only one, and no other, better package would be offered subsequently. Plaintiffs left their employment with Ford between December 2006 and August 2007.*fn3 By contrast, over 60% of the Local 737 bargaining unit, including all of its elected officials, turned down these buyout packages.
During this period of time, prospective buyers toured ACH facilities, such as the Nashville glass plant. Updates on the sale negotiations were discussed at non-mandatory, sparsely attended Local 737 monthly membership meetings. In a May 2007 press release, Ford disclosed that sales negotiations for ACH facilities, including the Nashville glass plant, were ongoing (Docket Entry No. 99-3.) Glass Products, LLC (later "Zeledyne") ultimately purchased the Nashville glass plant and another ACH facility in Tulsa, Oklahoma. Glass Products, LLC first expressed a written intent to purchase the Nashville facility on September 6, 2007, and the consummated sale transaction was officially announced in an April 14, 2008 press release.
In early 2008, Ford made a second retirement package offer to employees of the Nashville glass plant that included better benefits than the packages Plaintiffs had accepted. Furthermore, those who accepted the 2008 offer received a higher level of benefit because they had accumulated more seniority in the interim since Plaintiffs' retirement.
At their depositions, Browning and Stokes testified that certain facts were contrary to what Plaintiffs and other Local 737 members had been told at the October 2006 mandatory meeting. Specifically, Browning testified the UAW had not been concerned about the level of the SUB-pay fund and he was not aware of any risk of SUB-pay being severely depleted. (Docket Entry No. 73-22, at 75-76.) Also, Stokes testified that it was false to state that laid-off workers who had not accepted the retirement packages were at risk of shortly losing their health insurance and having their retirement benefit severely reduced. (Docket Entry No. 73-23, at 68.)
Ford and UAW's Ford Department periodically negotiate the Master Agreement, which governs the terms and conditions of employment for UAW-represented employees in all of Ford's United States facilities. UAW members vote to ratify each iteration of the Master Agreement and have access to its terms for their personal review. Appendix M of the Master Agreement explains the terms of eligibility for the Guaranteed Employment Numbers (GEN) program. (Docket Entry No. 73-24). Available from 1984 to 2009, the GEN-pay benefit provided for eligible laid-off employees to continue receiving their full pay, health insurance, and credit for retirement over the lifetime of the collective bargaining agreement then in effect. Ford continued to offer the GEN-pay benefit throughout the period covered by this lawsuit. Because of the potential cost of the GENpay benefit over a prolonged period of time, Ford stood to save money in the long run by inducing employees instead to retire or accept a buyout. While the Plaintiffs would have been subject to the Master Agreement's provisions on GEN-pay, the employees hired during the period that Plaintiffs accepted the retirement packages would not have been eligible for GEN-pay because these new employees worked for Visteon instead of Ford.
Ford required certain Local 737 officials to sign a "Confidentiality Acknowledgment" form. (See Docket Entry No. 73-20.) This form defined "confidential information" to include specifically (1) disclosure of the name of a potential buyer for an ACH facility, (2) the fact that discussions with a potential buyer were taking place, and (3) any information about an actual or potential bid. Signatories could be disciplined for violating the confidentiality acknowledgment. The form exempted any such information that was ...