United States District Court, S.D. Indiana, Indianapolis Division
MICHAEL CARTER, WILLIAM RUSSELL, RICH-ARD A. BILLMAN, SR., ODIS LONG, PAUL A. BEATY, and RICHARD W. ALDRICH, Plaintiffs,
GENERAL MOTORS HOURLY-RATE PENSION PLAN and GENERAL MOTORS LLC, Defendants.
JANE MAGNUS-STINSON, District Judge.
Presently pending in this case brought under the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001, et seq. ("ERISA") are: (1) a Motion for Summary Judgment filed by Plaintiffs Michael Carter, William Russell, Richard Billman, Sr., Odis Long, Paul Beaty, and Richard Aldrich, [Filing No. 54]; and (2) a Motion for Summary Judgment filed by Defendants General Motors Hourly-Rate Pension Plan (the "GM Plan") and General Motors LLC ("GM"),  [Filing No. 60]. The Court held a hearing on the motions on June 18, 2015.
STANDARD OF REVIEW
A motion for summary judgment asks the Court to find that a trial is unnecessary because there is no genuine dispute as to any material fact and, instead, the movant is entitled to judgment as a matter of law. See Fed.R.Civ.P. 56(a). As the current version of Rule 56 makes clear, whether a party asserts that a fact is undisputed or genuinely disputed, the party must support the asserted fact by citing to particular parts of the record, including depositions, documents, or affidavits. Fed.R.Civ.P. 56(c)(1)(A). A party can also support a fact by showing that the materials cited do not establish the absence or presence of a genuine dispute or that the adverse party cannot produce admissible evidence to support the fact. Fed.R.Civ.P. 56(c)(1)(B). Affidavits or declarations must be made on personal knowledge, set out facts that would be admissible in evidence, and show that the affiant is competent to testify on matters stated. Fed.R.Civ.P. 56(c)(4). Failure to properly support a fact in opposition to a movant's factual assertion can result in the movant's fact being considered undisputed, and potentially in the grant of summary judgment. Fed.R.Civ.P. 56(e).
In deciding a motion for summary judgment, the Court need only consider disputed facts that are material to the decision. A disputed fact is material if it might affect the outcome of the suit under the governing law. Hampton v. Ford Motor Co., 561 F.3d 709, 713 (7th Cir. 2009). In other words, while there may be facts that are in dispute, summary judgment is appropriate if those facts are not outcome determinative. Harper v. Vigilant Ins. Co., 433 F.3d 521, 525 (7th Cir. 2005). Fact disputes that are irrelevant to the legal question will not be considered. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed. 202 (1986).
On summary judgment, a party must show the Court what evidence it has that would convince a trier of fact to accept its version of the events. Johnson v. Cambridge Indus., 325 F.3d 892, 901 (7th Cir. 2003). The moving party is entitled to summary judgment if no reasonable factfinder could return a verdict for the non-moving party. Nelson v. Miller, 570 F.3d 868, 875 (7th Cir. 2009). The Court views the record in the light most favorable to the non-moving party and draws all reasonable inferences in that party's favor. Darst v. Interstate Brands Corp., 512 F.3d 903, 907 (7th Cir. 2008). It cannot weigh evidence or make credibility determinations on summary judgment because those tasks are left to the fact-finder. O'Leary v. Accretive Health, Inc., 657 F.3d 625, 630 (7th Cir. 2011). The Court need only consider the cited materials, Fed.R.Civ.P. 56(c)(3), and the Seventh Circuit Court of Appeals has "repeatedly assured the district courts that they are not required to scour every inch of the record for evidence that is potentially relevant to the summary judgment motion before them, " Johnson, 325 F.3d at 898. Any doubt as to the existence of a genuine issue for trial is resolved against the moving party. Ponsetti v. GE Pension Plan, 614 F.3d 684, 691 (7th Cir. 2010).
"The existence of cross-motions for summary judgment does not, however, imply that there are no genuine issues of material fact." R.J. Corman Derailment Servs., LLC v. Int'l Union of Operating Engineers, 335 F.3d 643, 647 (7th Cir. 2003). Specifically, "[p]arties have different burdens of proof with respect to particular facts; different legal theories will have an effect on which facts are material; and the process of taking the facts in the light most favorable to the nonmovant, first for one side and then for the other, may highlight the point that neither side has enough to prevail without a trial." Id. at 648.
The Court finds the following to be the undisputed facts, supported by proper citation to admissible evidence in the record:
A. The GM Plan
Prior to 2007, Allison Transmission, Inc. ("Allison") was a division of GM. [Filing No. 54-15 at 1.] During that time, Plaintiffs were employees of Allison, members of the International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America ("UAW"), and participants in the GM Plan, which provides pension benefits for employees who have attained age 65, cease employment with GM, and meet certain requirements, and for employees who meet certain criteria for early retirement. [Filing No. 54-14 at 36-37.]
B. The Memorandum of Understanding
In 2007, GM sold Allison - excluding its Baltimore operations and Indianapolis Electric Drives/Castleton Tech Center - to Clutch Operating Company, Inc. ("Clutch"). [Filing No. 54-15 at 1; Filing No. 61-1 at 2.] On June 29, 2007, GM, Clutch, and the UAW entered into a Memorandum of Understanding ("MOU") that was intended to resolve issues relating to the transition of hourly UAW-represented employees from positions at the GM-owned Allison ("GM-Allison") to the Clutch-owned Allison ("Clutch-Allison"). [Filing No. 54-15 at 1-2 ("it is the intent of the parties, and the purpose of this Memorandum and the attached Special Minutes (which are incorporated herein) to resolve those GM-UAW and [Clutch] UAW issues concerning the transition of hourly UAW represented Transferred Employees from Allison to Clutch Operating Company, Inc., and for the transition of hourly UAW represented Transferred Employees from Clutch Operating Company, Inc. to GM").]
The MOU provides:
2. EMPLOYMENT WITH CLUTCH OPERATING COMPANY, INC.
a. GM's contract with [Clutch] provides that, as of the Effective Date, [Clutch] will employ all active hourly represented Allison employees.
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[Clutch] will assume the GM seniority status of Transferred Employees for purposes of continued employment with [Clutch] and seniority standing under the [Clutch]-UAW Agreement.
4. STATUS WITH GM
Upon [Clutch's] assuming the GM seniority status of Transferred Employees on the Effective Date, their status with GM will be on "indefinite layoff" with rights as defined in this Memorandum.
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a.1. GM's contract with [Clutch] provides that [Clutch] will establish a new defined benefit GM Pension Plan (hereinafter referred to as the "Replacement Pension Plan"), effective as of the Effective Date of the transaction, covering all Transferred Employees which, consistent with [Clutch's] obligations under the Clutch Operating Company, Inc.-UAW Agreement, will contain terms identical to the GM Pension Plan except for those provisions required to be changed as a result of a new Plan sponsor and the provisions addressed in this Memorandum. The intent of the parties is to provide Transferred Employees with benefits from the Replacement Pension Plan and the GM Pension Plan which, apart from any difference that may result from future bargaining, in aggregate, will equal the benefits that would have been provided had the transaction not occurred and the employees had continued working for GM. GM's contract with [Clutch] will provide that the Replacement Pension Plan will also provide.... the following:
a.2. Recognition of credited service accrued under the GM Pension Plan as of the Effective Date of the transaction for vesting but not for accrual purposes, except for employees who retire on or before the first day of the month following the expiration of the 2007 GM-UAW National Agreement or return to GM on or before the first day of the month following the expiration of the 2007 GM-UAW National Agreement. In such cases, [Clutch] will transfer assets to GM associated with the pension liability that GM will assume. The Replacement Pension Plan will also recognize for accrual purposes credited service accrued under the GM Pension Plan for any employee with unbroken seniority at Allison as of the Effective Date of the transaction who is not vested in the GM Pension Plan as of such Effective Date.
a.3. Pro-rata share shall mean an amount based on a percentage of the number of years of credited service accrued (including fractional years) under the Replacement Pension Plan divided by the total years of credited service under both the GM Pension Plan and the Replacement Pension Plan as of the date of retirement from [Clutch] or GM.
a.4. All hourly employees with unbroken seniority at Allison as of the Effective Date, who are vested in the GM Pension Plan as of the Effective Date who retire from Allison on a Normal or Early Voluntary or Total and Permanent Disability (approved by GM) basis after the first day of the month following the expiration of the 2007 GM-UAW National Agreement, shall be entitled to payment from the Replacement Pension Plan, of an amount equal to a pro-rata share of the total benefit that would be payable under the Replacement Pension Plan determined by taking into account solely for eligibility for payment (but not for the determination of the amount of payment) the credited service accrued under the GM Pension Plan as of the Effective Date of the transaction. The payment will include a Basic benefit (reduced for age where appropriate) for each year of credited service accrued under the Replacement Pension Plan, and any applicable supplement in an amount equal to the difference between the basic benefit and the pro-rata share of the total benefit.
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b.1. The GM Pension Plan will be amended to provide as set forth in 7.b.2. through 7.b.10., the following:
b.2. The GM Pension Plan shall recognize, for both accrual and eligibility purposes, credited service accumulated under the Replacement Pension Plan for any hourly employees with unbroken seniority at Allison on the Effective Date of the transaction, who are eligible to i) retire on a Normal or Early Voluntary or Total and Permanent Disability (approved by GM) basis under the GM Pension Plan and retire from [Clutch] on or before the first day of the month following the expiration of the 2007 GM-UAW National Agreement or ii) return to work at GM on or before the first day of the month following the expiration of the 2007 GM-UAW National Agreement. Further, the GM Pension Plan shall only recognize [Clutch] credited service in an amount equal to the credited service actually accrued under the Replacement Pension Plan prior to the ...