dissenting.
The question before this Court is whether General Motors has created a lifetime right to basic health care for its retirees. The en banc majority found that former General Motors salaried employees do not have any vested right in free lifetime health care, which they were promised at their retirement. This decision not only makes it more difficult for tens of thousands of retired General Motors employees to receive the health care they thought they deserved, but it also flouts the law. Basically, the en banc majority finds no claim. It ignores ambiguities and conflates arguments. I believe that a finer caliber of analysis is necessary. I write to highlight my differences with the en banc majority and to point out shortcomings in its analysis.
The en bane majority found in General Motors’s favor on every issue and claim. *409The en banc majority denied class certification because it found that one group of retirees had no chance of -winning on the merits and that the other group of retirees lacked the requisite typicality and commonality. It further found that the claims of the 114 named plaintiffs were without merit. According to the en banc majority, the retirees did not have a vested right to health care because General Motors effectively reserved its right to amend the plan in all cases. It also found that the retirees did not have a bilateral contract with General Motors for lifetime benefits, and that plaintiffs’ estoppel claims failed because General Motors unambiguously reserved the right to change benefits. Finally, the en banc majority determined that General Motors did not breach its fiduciary duty to retirees because it gave out no inaccurate information. I disagree with the conclusions the en banc majority reached.
The facts have been stated repeatedly elsewhere, but they bear a brief recap because they weigh heavily in favor of the plaintiffs. The case involves General Motors’s right to change the health care plans of 84,000 retirees. The case involves roughly 34,000 salaried employees who retired in the due course of their General Motors careers. They are the so-called “general retirees.” From 1974 to 1988, General Motors offered early retirement incentive packages, and roughly 50,000 employees took early retirement at the inducement of General Motors. They are the so-called “early retirees.” Both types of retirees received a variety of information ft’om General Motors regarding employee health insurance.
A quick discussion of the particulars of the written materials General Motors distributed is a necessary predicate for the analysis that follows. The factual recitation will show that General Motors repeatedly promised retirees lifetime health care, in a variety of written materials, and only occasionally included a reservation of its right to change retiree benefits. Among the primary sources of information were booklets entitled “Highlights of Your GM Benefits” (‘Tour GM Benefits”) and “The General Motors Insurance Program for Salaried Employees” (“General Motors Insurance”). All eight of the ‘Tour GM Benefits” and “General Motors Insurance” booklets promised lifetime health benefits at the company’s expense for salaried General Motors employees and their spouses, and only four contained any reservation of General Motors’s rights to amend the agreement. According to Beach Hall, General Motors’s director of health care plans, ‘Tour GM Benefits” booklets were distributed to active salaried employees and published in 1966, 1974, 1977, 1980, and 1985. “General Motors Insurance” booklets also were distributed to active salaried employees and published in 1965, 1968, and 1971. “General Motors Insurance” booklets included a promise that “GM will pay” the health insurance costs of retirees but also noted that “GM reserves the right to modify, revoke, suspend, terminate, or change the Program.” ‘Tour GM Benefits” promised health care “at GM’s expense for your lifetime” but only the 1985 edition carried any disclaimer or reservation of rights. Therefore, from 1974 to 1985 General Motors distributed employee booklets that promised free lifetime health care and contained no reservation of rights.
General Motors also published ‘Tour Benefits in Retirement” brochures. New versions were issued in 1977, 1980, and 1985. “Your Benefits in Retirement” promised that “[y]our basic health care coverages will be provided at GM’s expense for your lifetime,” but also noted that “GM health care coverages ... are subject to change in the future.” In a sworn declaration, Hall wrote that the 1977 and 1985 booklets were given to salaried retirees. He did not indicate to whom the 1980 books were distributed. There was some indication that “Your Benefits in Retirement” went to active employees, but the record provides no definitive answer. This would have remained a question for the district court to answer on remand. If General Motors’s Hall is correct in saying that the booklets were given to employees after they retired, though, the booklets could not have entered the calculus of the employees’ decision to retire.
General Motors contracted with Metropolitan Life and Blue Cross and Blue Shield to provide insurance. During the period from *4101964 to 1985 when General Motors contracted with outside insurance companies, employees received certificates of insurance from the insurers. It is not clear from the record before us whether the Metropolitan Life group insurance certificates provided lifetime health care at no cost with no reservation of rights, as plaintiffs claim. Another source of information regarding health care coverage were personal benefit summaries. These summaries came out between the late 1970s and 1985 and promised health care benefits “for your lifetime.”
In 1985, General Motors became self insured. At that time, General Motors created the “General Motors Health Care Insurance Program for Salaried Employees,” the “Draft Plan.” According to the “Draft Plan,” “[t]he Corporation shall contribute the full premium or subscription charge for health care coverages .... “ if “suitable arrangements for such continuation can be made with the carrier(s).” It is not clear from the record before us whether the. “Draft Plan” was distributed to employees or retirees. In Sprague I1 the district court referred to the “Draft Plan” as an “underlying plan docu-mente],” Sprague v. General Motors, 768 F.Supp. 605, 610 (E.D.Mich.1991), but General Motors’s Hall, in apparent reference to the “Draft Plan,” said in a deposition that employees had not received it or been informed of its existence. The question of the status of the “Draft Plan” should have been clarified on remand.
Finally, many early retirees signed “statements of acceptance” in which they acknowledged that they had reviewed the benefits available to them in accepting the offer of early retirement. The statements of acceptance that the early retirees signed generally came in either short or long forms, and the district court delineated subclasses among the early retiree class accordingly. The four subclasses were: “(1) those who signed ‘long form’ statements of acceptance; (2) those who signed ‘short form’ statements of acceptance; (3) those who signed ‘statements of intent’ to retire; and (4) those for whom no such documents can be found.” Sprague v. General Motors Corp., 804 F.Supp. 931, 933 (E.D.Mich.1992). In addition, the early retirees received other written and oral representations from General Motors personnel. In Sprague II, the district court summarized these communications nicely. Sprague, v. General Motors Corp., 843 F.Supp. 266, 308-17 (E.D.Mich.1994). The written formulations of General Motors’s various promises to the early retirees contained the following descriptions of lifetime' health care: “Fully Paid by GM,” “paid for by the Corporation for life,” “continued at the corporation’s expense,” “a Corporation paid basis,” “Corporation continues to pay full contribution for the retiree, spouse and eligible dependents,” “GM paying the full cost,” and “at no cost to retiree.”
There are several issues in this ease— vested rights, estoppel, class certification, fiduciary duty — but the underlying question is clear: Do the retirees have a right to the lifetime free health care General Motors promised them or can General Motors renege on its promise? In finding for General Motors, the en banc majority determined that General Motors was not legally bound by its promise. General Motors has profited from distributing a welter of contradictory materials on its health coverage. In light of General Motors’s obscurantism, though, it seems paradoxical that General Motors would have some claims ■ dismissed and win others at the summary judgment stage. At the very least, plaintiffs should have the benefit of a trial on some issues to unravel the web of misinformation General Motors has woven. Instead, General Motors profits from having a salaried workforce that operated under the assumption it would receive lifetime health care. When the bill came due, though, General Motors was allowed to walk away.
To follow the en banc majority’s decision, it is heads, General Motors wins; tails, the *411employees lose. I disagree with this outcome, and believe the district court’s final judgment should be affirmed in part and reversed and remanded in part. As I will show, a district court could find that general retirees who retired between 1974 and 1985 did have a vested right to benefits based on the unambiguous representations of General Motors. The district court correctly found that early retirees did make a binding, bilateral contract, enforceable under federal common law, for lifetime health care when they retired from General Motors. The district court could find that all the General Motors retirees did justifiably rely on the company’s promises and therefore have an estoppel-based action. The district court properly granted class certification to the early retirees and should have had the opportunity to take a fresh look at class certification for the general retirees.2 Finally, the district court incorrectly found that General Motors had no fiduciary duty and should have reconsidered that decision on remand.
1. Vested Rights
A. General Retirees
General Motors repeatedly promised its retirees health care “at GM’s expense” and constantly touted “improvements” in its health plan, yet it contends that it did not create a vested right to health care. The en banc majority agreed, finding that most of the summary plan descriptions unambiguously reserved General Motors’s right to amend the benefits. Under the Employment Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. §§ 1001-1461, health insurance is considered a “welfare” benefit as opposed to a “pension” benefit. 29 U.S.C. § 1002(1) & (2)(A). It is true under ERISA that employees do not automatically have a vested right to welfare benefits, In re White Farm Equip. Co., 788 F.2d 1186, 1192-93 (6th Cir.1986), but it is equally true that a company can create vested rights to such benefits. Id. at 1193. A vested right is created by “agreement or by private design.” Id.
General Motors has created a vested right to health care through its written promises. I, like the en banc majority, find no ambiguity in much of the written material, but I do so in favor of the retirees. The steps to that conclusion are easily taken. The first question is whether the “Your GM Benefits” and “General Motors Insurance” booklets were summary plan descriptions as defined by 29 U.S.C. § 1022. If so, the focus shifts to determining what should govern when the summary plan description differs from the plan documents.
The en banc majority acknowledges that General Motors’s summary booklets were summary plan descriptions. See supra at 400-01. The en banc majority also argues that summary plan descriptions, as a creation of ERISA, were not required until 1977. See supra at 400-01. It therefore considers, only the post-1977 booklets to be summary plan descriptions. See supra at 400-01. The en banc majority’s interpretation conflicts with General Motors’s characterization of the booklets. Beach Hall, General Motors’s director of health care plans, stated in a sworn declaration: “Although General Motors determined that it was not required to meet ERISA’s formal requirements for SPDs until November 1977, it replaced the previous summary booklets with ‘Highlights of Your GM Benefits’ in 1974, ... Such booklets have served as the summary plan description.” In light of the way General Motors seemed to treat the 1974 booklet as a summary plan description, the district court should determine the ERISA status of the 1974 book on remand. I will base my analysis on the assumption that the post-1974 summary booklets are summary plan descriptions.
General Motors’s summary plan descriptions suffer from either the internal inconsistency of contradictory terms or the external inconsistency of conflict with underlying formal plan documents. In some of the sum*412mary plan descriptions there is no internal ambiguity — the plan guarantees lifetime health care with no disclaimer. This is true of the 1974, 1977, and 1980 “Your GM Benefits” brochures. These summary plan descriptions, however, are at odds with the underlying plan documents, which do include a reservation of rights. In Edwards v. State Farm Mut. Auto. Ins. Co., 851 F.2d 134 (6th Cir.1988), this Court enunciated a principle for dealing with such discrepancies: “This Circuit has decided that statements in a summary plan are binding and if such statements conflict with those in the plan itself, the summary shall govern.” Id. at 136. The Edwards principle governs pension plans and welfare plans.
From 1974 to 1985 the summary plan descriptions contained no reservation of rights and did carry a guarantee of lifetime health care. The en banc majority notes that “Edwards does not apply to silence,” and argues that the summaries were silent on General Motors’s right to change the plan. Supra at 401. This ignores, however, the plain import of statements such as “at GM’s expense for your lifetime.” Just because the summary does not speak to General Motors’s rights in the same.language used in the plan does not mean the summaries are silent on the issue. Noting that benefits are “for your lifetime” is tantamount to saying that General Motors cannot change the plan. In addition, the en banc majority contends that “[n]either the GM plan itself nor any of the various summaries of the plan states or even implies that the plaintiffs’ benefits were vested.” Supra at 402. Again, lifetime rights are vested rights.
It is true that from 1977 to 1985 ‘Tour Benefits in Retirement” did include reservations of rights clauses. It bears noting, though, that these clauses were the rather tepid statement that benefits “have been changed from time to time through the years and are subject to change in the future.” This clause is particularly problematic because General Motors always trumpeted its changes as improvements. The court in Sprague II quoted a member of General Motors’s legal department telling General Motors staff: “GM is not in sound position to win the probable lawsuit filed by retirees. Program booklets and previous pre-retirement interviews have not stressed the possibility of ‘negative’. program changes.” 843 F.Supp. at 305. Regardless of whether the disclaimers in'the “Your Benefits in Retirement” brochures act as an effective reservation of rights, the effects of such putative disclaimers are nugatory. Benefits given in documents distributed prior to, and for the duration of, retirement, cannot be rescinded in post-retirement documents. See Wulf v. Quantum Chem. Corp., 26 F.3d 1368, 1378 (6th Cir.1994) (stating that once employee is entitled to benefit, it would be “illusory” to divest benefit retroactively) (internal quotation marks omitted); Gentile v. Youngstown Steel Door Co., 1986 WL 17464 at *5 (6th Cir. Aug.25, 1986) (stating that court “must focus on the plan documents which were distributed to the retirees while they were active employees”).
In sum, the district court should have had an opportunity on remand to determine whether the 1974 ‘Tour GM Benefits” booklet was a summary plan ’ document and whether the “Your Benefits in Retirement,” in particular the 1980 edition, were distributed only to retirees. If those questions were answered affirmatively, there would be an eleven-year window from 1974 to 1985 in which the summary plan documents, which govern under Edwards, contained an unambiguous promise of lifetime health care. For general retirees who retired while these summary plan descriptions were in effect, this uncontradicted promise would’be sufficient to vest their rights to lifetime health care. They deserved a chance to prove that in the district court.
B. Early Retirees
The early retirees base their claims for vested rights to health care on the bilateral contracts they signed with General Motors. The en bane majority determined that such extra-plan documents carried no weight under ERISA. This Court, however, had left the question of the validity of extra-plan documents open in Musto v. American Gen. Corp., 861 F.2d 897 (6th Cir.1988). In Musto this Court noted: “Whether, under ERISA, *413employees can ever obtain vested rights in welfare plan benefits on the strength of written representations outside the official plan document is a question we need not decide.” Id. at 907. I believe the answer should be in the affirmative in this case.
The early retirees’ claims are founded on the early retirement agreements they signed and other representations General Motors made to them at retirement. These agreements, they argue, constitute binding, bilateral contracts with General Motors for lifetime health care — a bargained-for agreement. The early retirees not only gave up their jobs, but some also surrendered the right to bring causes of action, including civil rights and age discrimination claims, against the company. They argue that this mutual consideration entitles them to bring a breach of bilateral contract claim. Typically a breach of contract claim falls under state law, and ERISA preempts state law. 29 U.S.C. § 1144(a). Preemption need not sound the death knell for a contract-based claim, though. As the district court recognized, plaintiffs can make claims beyond state law.
The district court in Sprague II found the early retirement agreements for early retiree subclasses (1) and (2) “enforceable under ERISA as independent bilateral contracts, or as modifications of GM’s health care benefit plan.” 843 F.Supp. at 299. In Sprague II, the district court also quoted Justice Brennan: “‘The legislative history demonstrates that Congress intended federal courts to develop federal common law in fashioning’ relief under ERISA.” Massachusetts Mutual Life Insurance Co. v. Russell, 473 U.S. 134, 156, 105 S.Ct. 3085, 3097, 87 L.Ed.2d 96 (1985) (Brennan, J., concurring), quoted in 843 F.Supp. at 301. These contracts are best enforced under federal common law.
Given that the contracts are enforceable under federal common law, the focus then turns to divining the contracts’ terms. The district court in Sprague II argued that the agreements were not fully integrated, which opens the door to extrinsic evidence. 843 F.Supp. at 301. This extrinsic evidence, as discussed above, includes written materials showing that General Motors personnel used almost virtually every possible permutation of the words “free lifetime health care” when presenting future benefits to employees. The district court in Sprague II found enforceable contracts for the subclass (1) and (2) early retirees, 843 F.Supp. at 299, and the district court noted in its Final Judgment that the subclass (4) early retirees also had enforceable contracts. That judgment should have been affirmed.
II. Estoppel
The General Motors retirees are prime candidates for bringing an estoppel claim. General Motors clearly wanted employees, potential employees, retirees, and potential retirees to rely on its boastful presentations of its benefit programs. The 1966 “Your GM Benefits” booklets provides an example of the sort of representations General Motors was making: “Today’s General Motors benefits are an important factor in making your life more enjoyable and your future more secure.” The brochures in question here undoubtedly were helpful in the recruitment and retention of personnel, and, when the time came, the inducement of certain employees to take early retirement. Yet, when retirees claim that they relied on these representations, General Motors calls such reliance unjustifiable.
The en banc majority acknowledges that estoppel can be a viable theory in ERISA cases but makes a misstep in dismissing the early retirees’ estoppel claim because there was no reasonable reliance. See supra at 400-01. The district court in Sprague III held that the early retirees should prevail on their promissory and equitable estoppel claims. Sprague v. General Motors Corp., 857 F.Supp. 1182, 1192 (E.D.Mich.1994). The court noted: “I also find that this reliance was reasonable and justifiable. GM led the early retirees to reasonably believe that they were receiving a special deal: notwithstanding language in the plan documents to the contrary,-the early retirees would receive lifetime health care benefits at no cost to them.” Id. at 1191. Reliance on repeated assurances of free lifetime health care, sometimes couched with timid caveats, from one of the largest corporations in the world was not *414justifiable in the en banc majority’s view. The en banc majority erred in this determination, and the district court should have been affirmed in finding an estoppel cause of action for the early retirees.
In Sprague III, the district court held that any reliance on the part of the general retirees “was inherently unreasonable and unjustified.” 857 F.Supp. at 1189. The en banc majority, finding the district court’s determination that there were no misleading representations to general retirees “unassailable,” does not even deal with the general retirees’ estoppel claims. Why could the general retirees not reasonably rely on materials that repeatedly promised them lifetime health care and only occasionally included a reservation of rights? As I have shown, General Motors failed to reserve its rights in the “Your GM Benefits” brochures in effect from 1974 to 1985. In addition, when General Motors did reserve its rights, this reservation was less than clear, particularly when considered in light of General Motors’s incessant touting of “improvements” to the plan and General Motors’s boasting about “one of the finest and most comprehensive employe (sic) benefit packages in the industry.” The issue of the reasonableness of the general retirees’ reliance should have been remanded to the district court. The reliance of those who retired from 1974 to 1985 appears eminently justifiable. For other general retirees, there were sufficient representations on the part of General Motors to create a question of material fact as to whether a person justifiably could rely on them.
III. Class Certification
Strangely, although the en banc majority is willing to paper over differences among plaintiffs in other contexts, it suddenly finds that the plaintiff group is riven with fissures when it comes to class certification. The certification of two classes, the early retirees and general retirees, is at issue.
The en banc majority denies- class certification to the general retirees on the grounds that they cannot prevail on the merits. As I have shown above, the general retirees could win on the merits, which begs a fresh inspection of their class certification. The en banc majority acknowledges that the general retirees “may have been better-suited for class treatment than the early retirees,” and “base their claims on ... documents common to all salaried employees.” Supra at 397. The generals fulfill the numerosity, commonality, typicality, and adequacy of representation requirements of Fed.R.Civ.P. 23(a). In addition, the general retirees meet the requirements of Fed.R.Civ.P. 23(b)(3) because common questions of law and fact predominate and a class action is superior to individual actions. The question of class certification for the general retirees should be remanded to the district court.
Regarding the early retirees, the en bane majority found that the district court abused its discretion in certifying a class with four subclasses. It found that, in light of their claims of bilateral contract and estoppel, the early retirees lacked the commonality and typicality requisite for class certification. I disagree with the conclusion that the district court abused its discretion when it certified a class in which all the members were seeking exactly the same remedy and doing so under the same legal theories.
This Court’s recent decision in Bittinger v. Tecumseh Prods. Co., 123 F.3d 877 (6th Cir.1997) supports the district court’s decision to certify a class of early retirees. Bittinger dealt with a class of 1,200 retired employees whose lifetime insurance benefits were terminated when the collective bargaining agreement expired. Id. at 879. They were, offered partially funded life and health insurance coverage if they agreed to sign releases of claims against the company. Id. Some, but not all, of the class members signed releases. Id. The retirees subsequently brought a class action under ERISA claiming that their “original collective bargaining agreement guaranteed them lifetime, fully-funded benefits.” Id. at 884. The court found that “[t]his common question is all that is required by the rule.” Id. The early retirees share the common question of what GM promised them in order to induce them to retire. To the extent there are differences, the district court could have created subclasses, as it had attempted to do. As to typicality, the Bittinger class shared many *415characteristics with the Sprague early retirees. With the Bittinger class, there were numerous dates of retirement, various oral representations to members, and some members who had signed releases. Id. Nonetheless, the court found “[t]hat the evidence varies from plaintiff to plaintiff would not affect this basic claim.” Id. The same is true of the Sprague class of early retirees. To the extent there were differences in the early retiree class, the district court accounted for the variations by creating four Sprague subclasses. There was no abuse of discretion in doing so. No class that includes thousands of plaintiffs will be perfectly homogeneous, and, as the Fifth Circuit noted in Forbush v. J.C. Penney Co., 994 F.2d 1101, 1106 (5th Cir.1993): “The test for typicality, like commonality, is not demanding.” The district court did not abuse its discretion in certifying the early retirees and should have been affirmed.
IY. Fiduciary Duty
The en banc majority limits its discussion of fiduciary duty to the early retirees, and acknowledges that “GM may have acted in a fiduciary capacity when it explained its retirement program to the early retirees.” Supra at 405. The en banc majority then finds, however, that General Motors did not breach this duty. “In the first place, GM never told the early retirees that their health care benefits would be fully paid or vested upon retirement. What GM told many of them, rather, was that their coverage was to be paid by GM for their lifetimes.” Supra at 405. In essence, the en banc majority argues that even though General Motors promised free lifetime health care and later forced retirees to pay part of the bill, the initial promise was not misleading.
I disagree, and plaintiffs, both general and early retirees, should have a chance to argue their breach of fiduciary duty claims. It is true that “a company does not act in a fiduciary capacity when deciding to amend or terminate a welfare benefits plan.” Adams v. Avondale Indus., Inc., 905 F.2d 943, 947 (6th Cir.1990). It is also true, however, that “a fiduciary may not materially mislead those to whom the duties of loyalty and prudence described in 29 U.S.C. § 1104 are owed.” Berlin v. Michigan Bell Tel. Co., 858 F.2d 1154, 1163 (6th Cir.1988). Had General Motors never created a right to free lifetime health care, it would be free to amend or even terminate the insurance for retirees. When an employer establishes a right to lifetime health care benefits through vesting, as General Motors has done, the employer loses the unfettered freedom to amend or terminate the plan. General Motors has violated its fiduciary duty, and the district court in Sprague I erred in dismissing plaintiffs’ fiduciary duty claim.
Conclusion
This is a classic case of corporate shortsightedness. When General Motors was flush with cash and health care costs were low, it was easy to promise employees and retirees lifetime health care. Later, when General Motors was trying to sweeten the pot for early retirees, health care was another incentive to get employees off General Motors’s groaning payroll. Of course, many of the executives who promised lifetime health care to early and general retirees are probably long since gone themselves. Rather than pay off those perhaps ill-considered promises, it is easier for the current regime to say those promises never were made. There is the tricky little matter of the paper trail of written assurances of lifetime health care, but General Motors, with the en banc majority’s assistance, has managed to escape the ramifications of its now-regretted largesse.
The plaintiff class’s claims for lifetime health care he in shambles despite General Motors’s repeated assurances of just such coverage. As I survey the wreckage of these claims, I am reminded that ERISA’s underlying purpose is “to protect ... the interests of participants in employee benefit plans and their beneficiaries.” 29 U.S.C. § 1001(b). ERISA is not a cure-all for disputes between companies and employees over welfare and pension plans, but this case provides a role for ERISA. The en banc majority opinion validates General Motors’s decision to institute premiums and raise deductibles on retirees’ health insurance, but the decision bestows upon General Motors the freedom to *416eliminate health care coverage completely. Seemingly, any reservation of rights, no matter how weakly worded or unconnected to the grant of rights, will inure a company from having to live up to its obligations in the future. Ultimately, the en banc majority puts a new twist on an old aphorism, and what is good for General Motors is not good for the country but rather is bad for its retirees. I therefore respectfully dissent.
. For the sake of convenience, I have adopted the same numbering system as that used by the en banc majority for the various lower-court Sprague opinions: Sprague v. General Motors Corp., 768 F.Supp. 605 (E.D.Mich.1991) ("Sprague I"); Sprague v. General Motors Corp., 843 F.Supp. 266 (E.D.Mich.1994) ("Sprague 77”); Sprague v. General Motors Corp., 857 F.Supp. 1182 (E.D.Mich.1994) ("Sprague III").
. For the reasons enumerated above, I would find in favor of the named plaintiffs if class certification were denied. Judge Merritt, in concurring in part and dissenting in part, calls for a remand for reconsideration of the claims of the early retiree named plaintiffs. See supra at 408. I believe the general retirees deserve their day in court as well. It is inconceivable to me that none of the 114 named plaintiffs have stated a claim worthy of surviving dismissal.