Boyd v. Rockwood Area School District

CONCURRING AND DISSENTING OPINION BY

Judge FRIEDMAN.

The majority here affirms in its entirety the order of the Court of Common Pleas of Somerset County (trial court), which dismissed with prejudice the complaint (Complaint) filed by Claudia L. Boyd, Edgar W. Gnagey, Cordelia B. Green, William S. Ha-jel, Donna L. Johnson, Sandra Kusch, Larry LaVigne, Joyce D. Stern and William H. Welsh (collectively, Appellants) against the Rockwood Area School District (District) and Clair E. Lewis (together, Appel-lees). I concur with the result reached by the majority with respect to Counts III (equitable estoppel) and IV (fraudulent misrepresentation) of the Complaint; however, I respectfully dissent from the result reached by the majority with respect to Counts I (breach of contract) and II (intentional interference with contract) of the Complaint, which are predicated on an alleged contractual obligation of the District to Appellants.

I. District’s demurrer to Count I (breach of contract)

Appellants Boyd, Gnagey, Green, Hajel, LaVigne, Stern and Welsh (Appellant Teachers) are former District teachers and members of the Rockwood Education Association (REA),1 who chose early retirement while one of three collective bargaining agreements (the 1991 CBA, the 1994 CBA and the 1997 CBA) between the District and the REA was in effect. Appellant Kusch, a former District secretary, and Appellant Johnson, a former District administrator, were not REA members; they retired under written District policies for support staff and administrators, respectively. In Count I of the Complaint, Appellants allege that they each decided to take early retirement in reliance on the District’s promise to continue to pay their health insurance costs in accordance with the CBA or staff/administrator policy then in effect. Appellants further contend that, by the language in these CBAs and policies, Appellants’ health coverage benefits *1172became vested, i.e., the District became contractually obligated to provide Appellants, at no cost, either Plan “U” Blue Cross, Blue Shield and Major Medical insurance (Plan U), or equivalent coverage with another carrier, until Appellants became eligible for Medicare. Appellants assert that the District breached its contractual obligations by unilaterally changing Appellants’ health care plan to Select Blue Plan Option I (Select Blue) after the effective date of the 2001 CBA and requiring additional money each month for other plans.2 (Complaint, ¶¶ 62, 98-100.)

A. Appellant Teachers

The question at the heart of this case is whether Appellant Teachers were entitled to receive the same level of health insurance coverage provided to them by the CBAs in effect at the time they retired after those CBAs had expired. The majority agrees that, under the 1991, 1994, and 1997 CBAs, the District had a continued obligation to Appellant Teachers to pay the premium for some level of health insurance coverage. However, based on its reading of the CBAs at issue, the majority concludes that the District’s obligation to Appellant Teachers changed in 2001, when a new CBA obligated the District to provide Select Blue, rather than Plan U, coverage on behalf of active employees and eligible retirees. Thus, the majority holds that, as a matter of law, Appellant Teachers failed to state a breach of contract claim against the District,3 and, therefore, the trial court properly sustained the District’s demurrer to Count I.

In reaching this conclusion, the majority agrees with the trial court that, under the *1173Third Circuit’s decisions in International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, UA.W. v. Skinner Engine Company, 188 F.3d 130 (3d Cir.1999), and Boyd v. Rockwood Area School District, 105 Fed. Appx. 382 (3d Cir.2004), Appellants failed to allege facts sufficient to show that their retirement benefits had vested at their retirement, such that the District was precluded from later altering those benefits. In Skinner, the court held that “[b]ecause vesting of welfare plans constitutes an extra-ERISA commitment, an employer’s commitment to vest such benefits is not to be inferred lightly and must be stated in clear and express language.” Skinner, 188 F.3d at 139 (emphasis added). In Boyd, the court held that Appellants “should have known that their health care benefits as retirees were subject to change pursuant to subsequent [CBAs where t]he agreement they rely on ... specifically stated that different health care insurance could be substituted as long as it was equivalent to the Plan U ... coverage.” Boyd, 105 Fed. Appx. at 385 (emphasis added). Quoting various portions of the relevant CBAs, the majority attempts to demonstrate that the language therein defeats Appellants’ claim that they had a “vested” right in Plan U coverage under any of the CBAs. (Majority op. at 1166.)

However, I believe that the majority either misconstrues or misstates Appellants’ argument. Appellant Teachers do not assert absolute entitlement to Plan U coverage; in fact, they agree that the CBAs under which they retired guaranteed benefits under either Plan U or an equivalent plan from another responsible carrier. Thus, the issue is not whether the CBAs permit the District to replace Plan U but whether Select Blue constitutes the equivalent coverage promised. Appellants concede that their Complaint fails to expressly allege that Select Blue coverage is not equivalent to Plan U coverage; however, for purposes of preliminary objections, Appellants are entitled to have all reasonable inferences from the Complaint admitted as true. I agree with Appellants that where the same insurance company4 provides both Select Blue and Plan U, and where it is alleged that Appellants must pay a higher premium to maintain Plan U coverage, it reasonably can be inferred from the Complaint that the two plans cannot be equivalent.

In addition, I believe the majority’s interpretation of the plain language in the CBAs is seriously flawed. As the majority explains, Article V in each of the CBAs at issue established health insurance benefits for the term of each CBA for both current (Paragraph A) and retired (Paragraph F) employees. Referring first to Paragraph A of the various CBAs, the majority quotes the 1994 CBA, which provided, in relevant part:

The Employer shall provide and pay the premium in full for Plan “U” Blue Cross, Blue Shield and Major Medical, including catastrophic (the limit of which catastrophic insurance will be raised for the balance of the term of this agreement from $250,000.00 to a $1,000,000.00 limit) insurance coverage, or, for equivalent insurance coverage with some other responsible insurance carrier, for each individual employee and the dependent members of his family.

(Complaint, ¶29, R.R. at 36a) (emphasis added). The majority notes further that *1174Article V, Paragraph A of the 1997 CBA authorizes a committee to replace Plan U with another plan during the term of the CBA. (Majority op. at 1166.) The majority then concludes that the foregoing contractual language “indicates that the Plan U coverage contemplated in Paragraph A of Article V was subject to change, either after the ‘balance of the term’ of the 1994 CBA had expired,5 or during the term of the 1997 CBA.” (Majority op. at 1166) (emphasis added). ■

I do not disagree that Article V, Paragraph A was subject to such change. Clearly, if Appellant Teachers were still teaching, or if they had retired after the 2001 CBA became effective, they would be subject to the change to Select Blue health coverage in Article V, Paragraph A of that CBA. However, as the majority acknowledges, Article V, Paragraph A of the 1991, 1994 and 1997 CBAs relates only to currently employed teachers; it is Article V, Paragraph F that relates to teachers retiring during the term of those CBAs. To these retirees, including Appellant Teachers, the District made a promise that stated in plain English:

In the event an employee after 30 years of service in teaching permanently retires from teaching after date of this contract and prior to such retiring employee’s attaining the age of eligibility for Medicare, the Employer agrees to continue to pay the premiums for such Employee’s Blue Cross, Blue Shield and major medical or equivalent insurance coverage benefits under paragraph “A” of this Article V above until such employee attains the age of eligibility for Medicare.

(Complaint, ¶ 30, R.R. at 37a) (emphasis added).6

As required under Skinner, this language expressly states the District’s contractual commitment to provide employees who retired under the 1991, 1994, and 1997 CBAs with the same health coverage benefits provided to active employees in Article V, Paragraph A of the CBA in effect at the time they retired, and it also explicitly guarantees that payment for those benefits will continue until a specific point in time. Because the coverage under Article Y, Paragraph A of the 1991, 1994 and 1997 CBAs was Plan U or its equivalent, the only rational construction of the language in Article V, Paragraph F of those agreements is that the District contracted to provide Appellant Teachers with Plan U or equivalent coverage until they became eligible to receive Medicare.

The majority’s contrary conclusion can be supported only by reading the words “coverage benefits under Paragraph A of this Article V above ” as meaning “coverage benefits under any part of any CBA executed at any time.” I believe that such an interpretation has no support in the plain language of the CBAs. Moreover, because I believe that the language of Article V, Paragraph F satisfies the specificity requirements of Skinner, I cannot agree with the majority that the level of coverage for Appellant Teachers could change each time a new CBA was signed.

In addition, the majority overlooks the fact that the court in Skinner focused on *1175the language and structure specific to the collective bargaining agreements in that case. However, the CBAs here differ from those in Skinner in several critical aspects.7 Significantly, in Skinner, the court discerned no language in the new collective bargaining agreement that would preclude its application to retirees under the prior agreement. The same cannot be said in the present case. The term “eligible retirees” in Article V, Paragraph A of the 2001 CBA has been construed to make that CBA applicable to Appellant Teachers, but the term is not defined in that agreement. I would note that Article Y, Paragraph F of the 2001 CBA explicitly provides for continuing Select Blue health benefits to employees retiring “after the date of this contract and prior to such retiring employee’s attaining the age of eligibility for Medicare.” (R.R. at 82a) (emphasis added). Because each Appellant here retired prior to the July 1, 2001, effective date of the 2001 CBA and, thus, never received Select Blue as active employees, it is unreasonable to consider them “eligible retirees” subject to the change reflected in the 2001 CBA.8 This is particularly true because only those teachers who retired after the effective date of the 2001 CBA were represented as REA members when the terms of that CBA were negotiated.

As previously stated, I believe that the trial court and majority mistakenly focus on language in the CBAs that allowed the District to replace Plan U with a successor health plan, drawing on the Third Circuit’s reasoning in Boyd that Appellants were clearly aware of the possibility of different, though equivalent, health care coverage in the future. However, I repeat, Appellant *1176Teachers agree that the District reserved the right to replace Plan U with equivalent coverage with some other responsible insurance carrier. What they allege is that the Select Blue coverage in the 2001 CBA is neither from another carrier nor equivalent to Plan U. I believe that this issue remains to be decided.

Accordingly, for these reasons, I would reverse the dismissal of Count I with respect to those Appellants who retired under the various CBAs.

B. Other District Retirees

As to the District’s demurrer to the causes of action for breach of contract filed by Appellants Kusch and Johnson, they each aver that the District agreed to provide health insurance coverage in accordance with the written staffi'administrator policies in effect on the date of their retirement at no cost until they reach the age of Medicare eligibility. (Complaint, ¶¶ 44, 47.) No further specificity is provided, and Appellants failed to attach copies of these alleged written policies to the Complaint and failed to state who made these (presumptively) oral agreements with Kusch and Johnson.

In the case of both Kusch and Johnson, the trial court sustained the District’s demurrer to Count I of the Complaint for the same reason given for dismissing Appellant teachers’ breach of contract claims, i.e., failure to meet the Skinner requirements. Based on my prior discussion, I would conclude that Skinner does not defeat the claims of Kusch and Johnson and that their allegations, taken as true, are sufficient to overcome the demurrer.

However, in addition to their demurrers, the District and Lewis each filed preliminary objections under Pa. R.C.P. No. 1028(a)(2), alleging failure to conform to Pa. R.C.P. No. 1019 by, inter alia, failing to plead with adequate specificity and by failing to attach a copy of the alleged writings upon which the claim is based.9 (R.R. at 127a-31a, 138a-42a.) Appellees also filed preliminary objections in the nature of a motion for a more specific pleading under Pa. R.C.P. 1028(a)(3). (R.R. at 131a-33a., 148a-53a.) Having dismissed the breach of contract claims against Kusch and Johnson based on demurrer, the trial court did not address these additional objections.

Accordingly, I would vacate the dismissal of Count I as to Appellants Kusch and Johnson and remand to the trial court for consideration of Appellees’ additional preliminary objections.

II. Lewis’s demurrer to Count II (intentional interference with contract)

In affirming the trial court’s order sustaining Lewis’s demurrer to Count II of Appellants’ Complaint, the majority adopts the trial court’s reasoning and concludes that the pleading fails to state a claim because it is premised on a contract as *1177interpreted by Appellants that never, in fact, came into existence. However, as discussed previously, I do not believe that the trial court’s dismissal of Count I in its entirety was proper.

With respect to the contracts between the District and Appellants Boyd, Gnagey, Green, Hajel and Stern, the Complaint alleges that: Lewis encouraged and assisted these Appellants to retire before reaching the age of Medicare eligibility; Lewis represented to them that, in exchange for their early retirement, the District would continue to provide health insurance in accordance with the 1997 CBA; and these Appellants decided on early retirement in reliance on that promise. (Complaint, ¶¶ 54, 59, 62.) The Complaint further alleges that, despite Lewis’ knowledge of the rights of these Appellants under their early retirement agreements, Lewis intentionally interfered with their contractual rights to the health insurance benefits specified in the 1997 CBA by: (1) directing that the 2001 CBA contain the language “eligible retirees” in Article V, Paragraph A, despite the fact that such language was not approved by the rank and file of the REA; (2) suppressing any support of Appellants by the REA; and (3) convincing the Board of Directors to ratify his conduct. (Complaint, ¶¶ 87-91, 104-09, 111.) Taking these allegations as true, as we must at the preliminary objection stage of the proceedings, I would agree that these particular Appellants have alleged all the elements of an intentional interference with contract action against Lewis.10 On the other hand, as the majority states, the Complaint makes no allegation of purposeful action by Lewis intending to harm contractual relations between the District and Appellants Johnson, Kusch, LaVigne and Welsh.11

Accordingly, I would affirm the dismissal of Count II as to Appellants Johnson, Kusch, LaVigne and Welsh, but I would reverse the dismissal of Count II as to Appellants Boyd, Gnagey, Green, Hajel and Stern.

Finally, because I believe the trial court erred in dismissing Appellees’ remaining preliminary objections as moot, I would remand for the trial court to consider those preliminary objections.12

. The REA is the exclusive collective bargaining representative for District employees included in the bargaining unit. The REA periodically negotiates CBAs between bargaining unit members and the District. Retired teachers are not members of the REA and take no part in these negotiations. (Complaint, ¶¶ 13-24.)

. Appellant Teachers retired under one of three CBAs, each of which, in Article V, Paragraph A, obligated the District to provide Plan U, or equivalent coverage with another provider, to active teachers employed by the District. Further, in Article V, Paragraph F of each of these CBAs, the District agreed to continue to pay the premiums for this same health insurance coverage for certain retired teachers until they reach the age of Medicare eligibility. (Complaint, ¶¶ 25-40, 48-49.) After Appellant Teachers retired, the District and the REA negotiated the 2001 CBA, which replaced Plan U with Select Blue. Article V, Paragraph A, of the 2001 CBA provided, in pertinent part:

All employees and eligible retirees will be provided with Select Blue Plan Option I for such employee's [sic] and eligible dependent members of his/her family coverage effective July 1, 2001, or as soon thereafter as can be implemented by the Employer. This choice must be made no later than April 15th, immediately prior to the start of each fiscal year, which commences on July 1st. The Employer shall provide and pay the premium in full for Select Blue Plan Option I or, [sic] for equivalent insurance coverage with some other responsible insurance carrier, for each individual employee and the dependent members of his family. The term “equivalent” as used aforesaid shall mean that such alternative insurance plan shall provide coverage equal to or better than the Blue Cross and Blue Shield plan.

(R.R. at 78a) (emphasis added). Article V, Paragraph F of the 2001 CBA provided, in pertinent part:

In the event an employee after thirty (30) years of service in teaching permanently retires from teaching after [the] date of this contract and prior to such retiring employee’s attaining the age of eligibility for Medicare, the Employer agrees to continue to pay the premiums for such employee’s medical insurance coverage benefits under Paragraph 'A' of this Article V above until such employee attains the age of eligibility for Medicare.

(R.R. at 82a) (emphasis added). At some point after March 14, 2001, the 2001 CBA was signed, and the District began applying its terms to Appellant Teachers.

. To support a claim for breach of contract, a plaintiff must allege: (1) the existence of a contract between the plaintiff and defendant, including its essential terms; (2) a breach of duty imposed by the contract; and (3) damages resulting from that breach of duty. CoreStates Bank, N.A. v. Cutillo, 723 A.2d 1053 (Pa.Super.1999).

. I would point out, and the majority concedes, that Plan U and Select Blue are both types of Blue Cross/Blue Shield coverage. (Majority op. at 1162.) Thus, Select Blue insurance coverage is not "with some other responsible insurance carrier” as promised under the relevant CBAs.

. I would note that the 1994 CBA’s phrase "for the balance of the term of this agreement” refers only to the length of time that the limit for catastrophic insurance would be raised; it does not refer to Plan U coverage in general. The 1997 CBA excludes this phrase and provides for Plan U,' including catastrophic insurance coverage with a limit of $1,000,000.00 (R.R. at 47a.)

. This quote is from Article V, Paragraph F of the 1994 CBA. The 1991 CBA and the 1997 CBA contained this same language. (Complaint, ¶¶ 33-34, 49; R.R. at 47a-49a.)

. For example, in Skinner, the court determined that, because the language in the collective bargaining agreements did not specify that retiree benefits would continue for the life of the retiree, it was equally reasonable to interpret the language to mean that the benefits “will continue" only until expiration of the agreements. In contrast, the CBAs at issue here explicitly provide a time period for continuing benefits, "until such employee attains the age of eligibility for Medicare.” (R.R. at 36a-37a, 48a.) In addition, the court in Skinner noted that the term "will continue” was not given prospective meaning in the bargaining agreements, whereas under the CBAs in this case, the District agrees to continue to pay premiums for Plan U or equivalent health insurance prospectively to retirees. In Skinner, the court observed that the provision at issue applied to both active employees and retirees and reasoned that, because benefits clearly did not vest for active employees, it was only reasonable to conclude that benefits for retirees also did not vest. Here, however, the CBAs do distinguish between active employees and specific retirees. One paragraph of the CBAs relates to current employees and states that Employer shall provide and pay the premium in full for Plan U, whereas a separate paragraph of the CBAs relates to retirees and states that Employer agrees to continue to pay the premiums for Plan U. Finally, in Skinner, the court found that there was no competent evidence that the employer affirmatively represented to the retirees that their benefits could not be modified or terminated. In contrast, Appellants' Complaint specifically alleges that the District affirmatively represented to Appellants that their Plan U (or equivalent) benefits would not be modified or terminated before they reached the age of Medicare eligibility.

. I note that the District seems to have fixed the current problem with the insertion of the words "and eligible retirees” in Article V, Paragraph A of the 2001 CBA. As of the date that the 2001 CBA became effective, the District’s premium payment obligation to both active employees and eligible retirees (i.e., those retiring after the 2001 CBA as referred to in Article V, Paragraph F of the 2001 CBA) changes as the coverage in Paragraph A changes. By interpreting the earlier CBAs this same way, the majority treats the phrase "and eligible retirees” in the 2001 CBA as mere surplusage, thereby violating a well-settled rule of contract construction. Morris v. American Liability & Surety Co., 322 Pa. 91, 185 A. 201 (1936).

. Pa. R.C.P. No. 1019(a) requires plaintiffs to plead the material facts that support the claims. A complaint is sufficiently specific if it provides enough facts to enable the defendant to frame a proper answer and prepare a defense. Commonwealth ex rel. Milk Marketing Board v. Sunnybrook Dairies Inc., 29 Pa. Cmwlth. 210, 370 A.2d 765 (1977). Moreover, Pa. R.C.P. No. 1019(i) provides that, when a claim is based upon a writing, the pleader shall attach a copy of the writing to the complaint or, in the event that the writing is not accessible, the pleader shall state as much, together with the reason. Based on the plain language of the Complaint, the claims of Appellants Johnson and Kusch are based in part upon written agreements between these Appellants and the District; nevertheless, the Complaint neither attaches these agreements nor explains why they are not provided.

. The elements of a cause of action for intentional interference with contract, as set forth in Strickland v. University of Scranton, 700 A.2d 979, 985 (Pa.Super.1997), are:

(1) the existence of a contractual ... relation between the complainant and a third party;
(2) purposeful action on the part of the defendant, specifically intended to harm the existing relation, or to prevent a prospective relation from occurring;
(3) the absence of privilege or justification on the part of the defendant; and
(4) the occasioning of actual legal damage as a result of the defendant’s conduct.

. Indeed, as noted by the majority, Appellants appear to accept that the claims against Lewis are insufficient with respect to these Appellants.

.In addition to its preliminary objection in the nature of a demurrer, the District objected to Appellants’ Complaint under: Pa. R.C.P. No. 1028(a)(5) (failure to join a necessary party); Pa. R.C.P. No. 1028(a)(2) (failure to comply with Pa. R.C.P. Nos. 1019(a), 1019(f), 1019(h) and 1019(i)); and Pa. R.C.P. No. 1028(a)(3) (motion for a more specific pleading). (R.R. at 118a-33a.) In addition to his preliminary objection in the nature of a demurrer, Lewis objected to Appellants’ Complaint under: Pa. R.C.P. No. 1028(a)(1) (lack of subject matter jurisdiction); Pa. R.C.P. No. 1028(a)(2) (failure to conform to rule of law or rule of court or for inclusion of scandalous *1178and impertinent matter); Pa. R.C.P. No. 1028(a)(5) (failure to join a necessary party); and Pa.R.C.P. No. 1028(a)(3) (motion for a more specific pleading). (R.R. at 136a-53a.)