In the
United States Court of Appeals
For the Seventh Circuit
____________
No. 05-1496
JAMES BARNETT, et al.,
Plaintiffs-Appellants,
v.
AMEREN CORPORATION, et al.,
Defendants-Appellees.
____________
Appeal from the United States District Court
for the Southern District of Illinois.
No. 03 C 402—G. Patrick Murphy, Chief Judge.
____________
ARGUED OCTOBER 25, 2005—DECIDED FEBRUARY 8, 2006
____________
Before COFFEY, MANION, and KANNE, Circuit Judges.
KANNE, Circuit Judge. In this case we are presented with
the “much-litigated issue” of retired employees’ rights to
health-care benefits from a former employer. See Rossetto
v. Pabst Brewing Co., 217 F.3d 539, 541 (7th Cir. 2000)
(listing similar cases). The plaintiffs are retired employees
of defendant Ameren Corporation. In the district court, they
argued a trial was necessary on their claim of lifetime
entitlement to health benefits from Ameren and that class
certification was proper. The district court denied class
certification and granted summary judgment for Ameren.
We affirm.
2 No. 05-1496
I. HISTORY
The plaintiffs in this case are former employees, or
surviving spouses of former employees, of the Ameren
family of companies who retired between January 1, 1992,
and October 1, 2002. Ameren was created in 1997 through
a merger of Union Electric (“UE”) and Central Illinois
Public Service (“CIPS”). Most of the plaintiffs retired before
the 1997 merger, and therefore worked for either UE or
CIPS, though a few continued their service and retired after
Ameren was formed.
It had been the longstanding practice of both UE and
CIPS to provide health-care benefits to their retirees. The
plaintiffs, and their unions, are adamant that this prac-
tice was actually an obligation that transcended the life
of any Collective Bargaining Agreement (“CBA”). Ameren,
however, takes the position that any obligation to pro-
vide health-care benefits for retired employees extended
no longer than any relevant CBA, almost all of which
expired three years after formed. This dispute has ap-
parently been simmering for decades, with the companies
continuing to provide these benefits while claiming the
right to terminate them and the retirees continuing to
accept the benefits while claiming them as an entitlement.
Changes have been made to the benefits over the years, but
for one reason or another these changes have never forced
a resolution; that is, until now. The dispute boiled over, and
this lawsuit resulted, when in 2003 Ameren unilaterally
declared that by 2009 retirees would have to pay for 25% of
their premiums and 50% of their dependents’ premiums.
The relationship between the parties has been governed
by numerous CBAs enacted over the years. The plaintiffs
point to two portions of contractual language, which they
believe create ambiguity as to whether they, as retirees,
were granted lifetime health-care benefits.
No. 05-1496 3
The first portion of relevant contractual language came
into existence in late 1993 and early 1994 when UE an-
nounced that due to a change in accounting standards
retirees would need to pay more for health care. Negotia-
tions began and resulted in a Stipulation of Agreement
(“Stipulation”) signed by the unions and UE on November
22, 1993. This Stipulation contained a section which
provided that “employees retiring on or after July 1, 1994,
require 10 years vested service after age 45 to be eligible for
post-retirement medical and life insurance,” and that “[f]or
the year 1995 and all subsequent years, . . . retiree [would
be required to] pay 20% of the monthly dependent major
medical premium.” A little less than two months later, the
Stipulation was followed up with a Supplementary Agree-
ment (“SA”), signed on January 14, 1994, which provided
the company would “take such action as may be necessary
to modify and to continue for the life of the Labor Agree-
ment” health-care benefits “for active employees who retire
on or after July 1, 1994.”1 The SA also restated the Stipula-
tion’s previous requirement of vested service as follows:
“The [health care plan] will be amended to provide that
employees retiring on or after July 1, 1994, 10 years vesting
service after age 45 will be required to be eligible for post-
retirement medical insurance.” Both the Stipulation and the
SA also covered changes in life insurance, a Social Security
option, and a provision coordinating the UE plan with
Medicare.
The second portion of relevant contractual language
was contained in a CIPS medical plan. In 1995, the
unions and CIPS went so far as to memorialize their
1
The Stipulation was a single document signed by UE and all the
unions, while the SA was actually a number of separate agree-
ments between UE and the various unions. For purposes of this
appeal, the various SAs were the same in that all of
the agreements contained the language quoted above.
4 No. 05-1496
differing views on the duration of retirees’ health-care
benefits in a section of the 1995 medical plan entitled
“AMENDMENT AND TERMINATION OF PLAN”:
[I]t is the position of the Company that this Plan and
any or all benefits provided hereunder may be amended
or terminated at any time or from time to time by the
Company in its sole discretion by its President or any
one of its Vice Presidents. It is the positions of [the
unions] that the Company may not terminate the
benefits of currently retired employees.
The 1997 restatement of this medical plan contained
similar language.
The plaintiffs also direct us to a slew of extrinsic evi-
dence, including various opinions of union representatives
as to the nature of Ameren’s obligation, as well as dep-
osition and other testimony of company officials which the
plaintiffs believe support their case. As we explain below,
this extrinsic evidence is not proper to stave off sum-
mary judgment.
II. ANALYSIS
Because the parties only dispute the application of settled
law to the facts of this case, we will only briefly review the
relevant legal principles. Unlike pension benefits, ERISA
does not require the vesting of health-care benefits. Bland
v. Fiatallis N. Am., Inc., 401 F.3d 779, 783 (7th Cir. 2005)
(citations omitted). “[I]f they vest at all, they do so under
the terms of a particular contract.” Pabst Brewing Co. v.
Corrao, 161 F.3d 434, 439 (7th Cir. 1998). Therefore, as
harsh as it may sound, in the absence of a contractual
obligation “employers are ‘generally free . . . for any reason
at any time, to adopt, modify or terminate welfare plans.’ ”
Bland, 401 F.3d at 783 (quoting Curtiss-Wright Corp. v.
Schoonejongen, 514 U.S. 73, 78 (1995)). If a CBA or other
No. 05-1496 5
governing document provides for health-care benefits for
retirees, but is silent on the issue of whether or not those
benefits exceed the life of the agreement, then in this circuit
the presumption is that the benefits expire with the
agreement. Bidlack v. Wheelabrator Corp., 993 F.2d 603,
606-08 (7th Cir. 1993) (en banc). However, general contract
law still applies, and in the event of a patent or latent
ambiguity, a plaintiff may be entitled to a trial where
extrinsic evidence can be introduced to establish the true
intent of the agreement. Rossetto v. Pabst Brewing Co., 217
F.3d 539, 547 (7th Cir. 2000) (summarizing four rules
governing “litigation over lifetime benefits in collective
bargaining agreements and ERISA plans”). As this issue is
essentially one of contract interpretation, it lends itself to
resolution by summary judgment because while any
disputed facts are settled in the nonmovant’s favor, the
determination of whether a contract is ambiguous is a
matter of law. Diehl v. Twin Disc, Inc., 102 F.3d 301, 305
(7th Cir. 1996).
Plaintiffs admit that the governing documents do not
unambiguously create a lifetime entitlement to health-care
benefits. But they are adamant that their case is one where
both patent and latent ambiguities require a trial on the
merits. Ameren, of course, disagrees. If Ameren is correct,
then plaintiffs lose, because absent an ambiguity, the
agreements are at best silent on the issue of the duration of
the health-care benefits, which triggers the presumption
that benefits expire with the agreement. See Bidlack, 993
F.2d at 606-08. Furthermore, absent ambiguity, plaintiffs
may not rely upon extrinsic evidence to oppose summary
judgment. Id. at 608.
We begin by evaluating the documents for patent ambigu-
ities. Rossetto, 217 F.3d at 543. A patent ambiguity is one
that exists on the face of the documents. Id. The plaintiffs
urge us to find such ambiguity in the use of the terms
“vested service” and “vesting service” in the Stipulation and
6 No. 05-1496
SA. Ameren responds that the terms are merely used to
denote which retiring employees are eligible for health
benefits during the life of the labor agreement.
We might be inclined to side with the plaintiffs, if we
followed their lead and focused solely on the terms “vested”
and “vesting.” But a determination as to the ambiguity
of a written agreement is not so limited: “A provision
that seems ambiguous might be disambiguated elsewhere in
the agreement.” Id. at 545 (citations omitted); see also
Bland, 401 F.3d at 784 (“Only if the language of the plan
document is ambiguous and these ambiguities are not
clarified elsewhere in the document may we consider
evidence of the parties’ intent that is extrinsic to the
writing.”) (citation omitted). Contractual provisions must be
read in a manner that makes them consistent with each
other. UAW v. Rockford Powertrain, Inc., 350 F.3d 698, 703
(7th Cir. 2003) (“We must resolve the tension between the
lifetime benefits clause, and the plan termination and
reservation of rights clauses, by giving meaning to all of
them.”). Accordingly, “[w]e have held that, when ‘lifetime’
benefits are granted by the same contract that reserves the
right to change or terminate the benefits, the ‘lifetime’
benefits are not vested.” Vallone v. CNA Fin. Corp., 375
F.3d 623, 634-35 (7th Cir. 2004) (citing Rockford
Powertrain, 350 F.3d at 704). The reason for such a holding
is that benefits described as “lifetime” are not really vested
when the same contract also reserves the right to revoke
them, because the only proper construction of the two
seemingly conflicting provisions is that the “lifetime”
benefits are “good for life unless revoked or modified.” Id. at
633; compare Bland, 401 F.3d at 788 (finding ambiguity
where there was “no reservation of rights clause to con-
strain the interpretation of explicit ‘lifetime’ language”).
The error in the plaintiffs’ construction of the Stipulation
and SA is that it completely ignores the limitation on
No. 05-1496 7
benefits created by the SA, namely that the company would
“take such action as may be necessary to modify and to
continue for the life of the Labor Agreement” the provisions
of the health-care plan. (emphasis added). This explicit
limitation as to the duration of the health-care benefits
removes any ambiguity as to the terms “vested” and “vest-
ing.” Therefore, in accordance with our precedent, we must
accept Ameren’s construction of the terms as an eligibility
requirement for obtaining benefits during the life of the
agreement because it is the only way to give effect to the
clause limiting the benefits to the life of the CBA. See
Vallone, 375 F.3d at 633 (citing authority).
The plaintiffs’ only response to this conclusion is to assert
that the “life of the Labor Agreement” language
was unilaterally inserted by UE into the SA. We are
somewhat puzzled by what to do with this argument,
because plaintiffs are not arguing that the SA in general, or
the limitation on duration provision in particular, is
unenforceable because of fraud or for some other reason.
Moreover, plaintiffs rely on the portions of the SA they
like and even urge us to read the Stipulation and the SA in
pari materia. Thus, it appears that plaintiffs want us
to consider parts of the SA (“vested” and “vesting”)
while ignoring others (“for the life of the Labor Agree-
ment”). This we cannot do.2 See Vallone, 375 F.3d at 633.
2
The parties’ briefs dispute whether the doctrine of contra
proferentem applies to CBAs. To the extent the argument is
that the reservation of rights language in the SA should be
ignored because UE allegedly was its sole creator, we reject it. The
doctrine exists to “resolve . . . ambiguities,” see Ruttenberg v. U.S.
Life Ins. Co., 413 F.3d 652, 666 (7th Cir. 2005), not to create them.
It is applied, if at all, after a contract is deemed ambiguous and
after extrinsic evidence fails to cure the ambiguity. Bidlack, 993
F.2d at 609. In this case, we find no ambiguity, and, therefore,
(continued...)
8 No. 05-1496
The plaintiffs also find ambiguity in the agreement to
disagree between the unions and CIPS, arguing without
citation that an ambiguity cannot be more clearly expressed
than when the parties document their competing positions.
But we must remember that an ambiguity is “something
that makes it possible to interpret a document reasonably
in more than one way.” Rossetto, 217 F.3d at 542 (citing
cases) (emphasis added). The problem for the plaintiffs is
that it is not reasonable to read this stark agreement to
disagree as actually resulting in an agreement on CIPS’s
part to provide vested health-care benefits to retirees. The
only reasonable interpretation of this contractual provision
is that there was no agreement as to the vested nature of
the benefits. Extrinsic evidence is used to clarify an ambig-
uous agreement; it is not allowed to circumvent the require-
ment of mutual assent thereby allowing a party to create
through litigation an obligation it was unsuccessful in
obtaining during negotiations.3
We also find no latent ambiguities. Plaintiffs attempt
to analogize to Rossetto by arguing that a latent am-
biguity exists as to the SA and Stipulation because those
documents also provided for other welfare benefits that
have not been changed by Ameren. We emphasize that
these other benefits were provided under the Stipula-
2
(...continued)
have no use for the doctrine of contra proferentem.
3
Plaintiffs also make the strained argument that a 1993
Summary Plan Description from CIPS is patently ambiguous
because it “appears to acknowledge that negotiated benefits
could only be changed through subsequent negotiations.” This
argument, as well as the “evergreen” theory plaintiffs press, are
nonstarters because they presume as true what the plaintiffs
are trying to prove. These arguments would only benefit the
plaintiffs if they could first show a CBA establishing lifetime
health-care benefits for retirees, which they cannot do.
No. 05-1496 9
tion and SA discussed above. Therefore the language
used for these benefits provides no basis—other than the
one we have already rejected—for determining that bene-
fits are vested. Thus, this case is unlike Rossetto where
the court found a latent ambiguity in a “pregnant exception”
between otherwise identical CBAs. Rossetto, 217 F.3d at
545-46 (finding a latent ambiguity where a parallel CBA
with the brewery workers’ union was amended to explicitly
limit health-care benefits to the “term of [the] agreement,”
while the CBA of the plaintiffs machinists’ union was
renewed without such a limitation). What the plaintiffs’
argument boils down to is that their health-care benefits
must continue for the rest of their lives because other
benefits have not been cut by Ameren. But, as Ameren
points out, other courts have rejected the argument that
health-care benefits vest simply because a company has not
reduced them in the past, see In re Unisys Corp. Retiree
Med. Benefit “ERISA” Litig., 58 F.3d 896, 906 (3d Cir.
1995), and this conclusion is consistent with our presump-
tion against vesting. See Bidlack, 993 F.2d at 606-08.
Throughout their briefs plaintiffs point us to various
recollections and opinions of union representatives, none of
which we will consider on the issue of a latent ambiguity.
Rossetto, 217 F.3d 546 (explaining that a “party’s self-
serving testimony” cannot establish a latent ambiguity).
The plaintiffs also rely heavily upon isolated comments
made by company representatives. Many of the com-
ments are inconclusive deposition testimony, though
some indicate that lifetime health-care benefits were
discussed in some manner during negotiations. There is
also a reference by a CIPS official justifying certain ac-
counting changes on the basis of an “implicit labor contract”
to provide health care to retirees.
Even assuming these comments are properly considered
for purposes of establishing a latent ambiguity, they cannot
10 No. 05-1496
carry the day for plaintiffs. It is not enough that the
plaintiffs provide “objective” evidence; “[t]he evidence must
[also] create a sufficient doubt about what the contract
means to warrant submitting that meaning to a determina-
tion by a trial.” PMC, Inc. v. Sherwin-Williams Co., 151
F.3d 610, 614-15 (7th Cir. 1998). That doubt has not been
created here. A few isolated comments by company officials,
the most significant of which were made during negotia-
tions resulting in an agreement contrary to plaintiffs’
position, and others far from definitive as to any obligation
to provide lifetime health-care benefits do not allow us to
look beyond the written contracts agreed to by the parties.
Id.
We are mindful of the difficulties faced by those who have
worked hard their whole lives only to be saddled during
retirement with the additional pressure of unexpected
increases in the cost (and in other instances the outright
termination) of health-care benefits. However, we are bound
to determine only whether a legally sufficient agreement
between the parties exists to support the plaintiffs’ claim.
Finding none, we must affirm the ruling of the district court
granting summary judgment for Ameren. Accordingly, we
need not address plaintiffs’ arguments regarding class
certification.
III. CONCLUSION
For the foregoing reasons, we AFFIRM the district court’s
grant of summary judgment.
No. 05-1496 11
A true Copy:
Teste:
________________________________
Clerk of the United States Court of
Appeals for the Seventh Circuit
USCA-02-C-0072—2-8-06