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Watkins v. Honeywell International Inc.

United States Court of Appeals, Sixth Circuit

November 8, 2017

Ann Watkins; James Ulicny, for themselves and others similarly-situated, Plaintiffs-Appellants,
v.
Honeywell International Inc., Defendant-Appellee.

          Argued: October 10, 2017

         Appeal from the United States District Court for the Northern District of Ohio at Toledo. No. 3:16-cv-01925-James G. Carr, District Judge.

         ARGUED:

          William Wertheimer, LAW OFFICE OF WILLIAM WERTHEIMER, Bingham Farms, Michigan, for Appellants.

          K. Winn Allen, KIRKLAND & ELLIS LLP, Washington, D.C., for Appellee.

         ON BRIEF:

          William Wertheimer, LAW OFFICE OF WILLIAM WERTHEIMER, Bingham Farms, Michigan, Stuart M. Israel, John G. Adam, LEGGHIO & ISRAEL, P.C., for Appellants.

          K. Winn Allen, Craig S. Primis, P.C., Matthew P. Downer, KIRKLAND & ELLIS LLP, Washington, D.C., for Appellee.

          Before: COLE, Chief Judge; ROGERS and GRIFFIN, Circuit Judges.

          OPINION

          COLE, CHIEF JUDGE

         This is a too-familiar story. For almost 40 years, Honeywell International (or its predecessors) operated a manufacturing plant in Fostoria, Ohio. Many union workers, including Ann Watkins and James Ulicny, spent most of their working years at the plant. They retired at a time when Honeywell promised in a collective-bargaining agreement that it would pay for their health insurance. But Honeywell's plans for Fostoria changed. When the final agreement expired in 2011, Honeywell did not renew it. It sold the plant and, later, stopped paying for its retirees' healthcare. Those retirees, no doubt feeling like the rug had been pulled out from under them, filed suit seeking to require Honeywell to continue to pay. The district court found that Honeywell's promise to pay for healthcare ended when the agreement expired and dismissed the suit. The agreement promises healthcare "for the duration of this Agreement, " and this promise means exactly that: Honeywell's obligation to pay for its Fostoria retirees' healthcare ended when the agreement expired. We affirm.

         I. BACKGROUND

         A. Honeywell and the UAW's Collective-Bargaining History

         For the many years that it operated the Fostoria plant, Honeywell staffed it with employees represented by the United Automobile, Aerospace, and Agricultural Implement Workers of America ("the UAW"). Honeywell and the UAW engaged in collective bargaining for decades, and they memorialized the outcome of those negotiations in successive collective-bargaining agreements.

         As part of these negotiations, Honeywell agreed to pay for healthcare benefits for employees and retirees. According to the complaint, Honeywell wrote to retirees (or their surviving spouses) that their healthcare "will continue during your retirement" and is "for your lifetime." (Compl., R. 1, PageID 5.) But the promise made in the collective-bargaining agreements was less generous. The last agreement, which went into effect in 2009 and expired in 2011, provided: "For the duration of this Agreement, the Insurance Program shall be that which is attached hereto, hereinafter referred to as the Program." (2009 agreement, R. 19-2, PageID 456.) The "duration of this Agreement" was spelled out in a provision that said "[t]his Agreement shall continue in full force and effect until 11:59 PM, October 31, 2011." (Id. at PageID 487.) Earlier agreements contained similar provisions.

         The last collective-bargaining agreement expired in 2011, the same year that Honeywell sold the Fostoria plant. Honeywell nevertheless continued to underwrite retirees' healthcare benefits for a few years. But in late 2015, Honeywell changed course and notified retirees that it would terminate healthcare contributions in 2017.

         B. The ...


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