Brubaker, Robert L. v. Metro Life Ins Co

United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued March 15, 2007 Decided April 10, 2007

No. 06-7096

ROBERT BRUBAKER,
FOR HIMSELF AND OTHERS SIMILARLY SITUATED AND
MARGARET C. HAYES, FOR HERSELF
AND OTHERS SIMILARLY SITUATED,
APPELLANTS

v.

METROPOLITAN LIFE INSURANCE COMPANY AND
METROPOLITAN LIFE RETIREMENT PLAN
FOR UNITED STATES EMPLOYEES,
APPELLEES

Appeal from the United States District Court
for the District of Columbia
(No. 00cv02511)

Joseph N. Kravec, Jr. argued the cause for appellants.
With him on the briefs was William T. Payne.

Emmett B. Lewis, III argued the cause for appellees.
With him on the brief were Alan I. Horowitz, Anthony F.
Shelley, and Laura G. Ferguson.
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Before: GRIFFITH, Circuit Judge, and EDWARDS and
WILLIAMS, Senior Circuit Judges.

Opinion for the Court filed by Senior Circuit Judge
WILLIAMS.

WILLIAMS, Senior Circuit Judge: In November 1992 the
Metropolitan Life Insurance Company (“MetLife”) sent out a
letter announcing a one-time supplemental payment of no less
than $500 to MetLife “retirees” who “retired” prior to January
1, 1988. By mistake, it also sent the letter to a number of
former employees who had left MetLife before retirement.
Plaintiffs are a former MetLife employee and the widow of
another; neither former employee had retired from MetLife.
Although apparently not recipients of the letter, plaintiffs
brought suit under the Employment Retirement Income
Security Act of 1974 (“ERISA”), 29 U.S.C. §§ 1001-1461,
claiming entitlement to the benefit. Assuming arguendo that
MetLife’s mailing the 1992 letter could have created such an
obligation if its language had encompassed plaintiffs, we hold
that the term “retired,” read in context of applicable pension
plan documents, did not include such individuals. We
therefore affirm the district court’s award of summary
judgment for the defendants.

* * *

Since at least 1949, MetLife has offered an employee
pension plan. See Insurance and Retirement Program for
Agents in the United States, Mar. 1949, Joint Appendix
(“J.A.”) 533-46 (“1949 Program”). MetLife’s 1949 Program
provided a retirement annuity, group life insurance, and
disability benefits and remained in effect until superseded in
1976. The 1976 and subsequent revisions stated, however,
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that the 1949 Program would continue to apply to employees
“whose employment terminated on or before January 1,
1976.” See 1976 Plan at 18 § 5.01, J.A. 2147; 1989 Plan at 28
§ 5.01, J.A. 2176; 1994 Plan at 37 § 5.01, J.A. 2199; 2001
Plan at 50 § 5.01, J.A. 2133.

Under the 1949 Program an employee “continuing as a
contributor [to the] Retirement Annuity until normal
retirement date” was entitled to receive an annuity calculated
under schedules laid out in the Program. 1949 Program at 13.
(The Program made special provision for employees who
“retired” earlier or later under carefully limited circumstances
usually including the agreement of the company. Id. at 19-
20.) In addition, employees who “terminated” their MetLife
agency prior to the normal retirement date (but not under the
optional retirement arrangements) could enjoy benefits. If
they had reached their 35th birthday and worked for MetLife
for five years at the time of termination, they could elect to
receive either a one-time cash payment or a “Paid-up Deferred
Annuity payable at [the] normal retirement date.” Id. at 16.

Plaintiff Robert L. Brubaker worked for MetLife from
1953 until 1961, when he left the company and worked (for
the next thirty-five years) for one of MetLife’s competitors.
Plaintiff Margaret C. Hayes is the widow of Francis X. Hayes,
who worked for MetLife for several decades until 1964 and
then for the Government Printing Office until 1976. Under
the 1949 Program, both Brubaker and Francis Hayes qualified
and opted for “Paid-up Deferred Annuit[ies]” on termination
of their employment at MetLife. See J.A. 1897, 1937-40.
Thus, by the unequivocal usage of the 1949 Program, neither
of them “retired.”

MetLife’s November 18, 1992 letter announced “a special
one-time pension payment . . . to all employees who retired
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prior to January 1, 1988,” valued at the greater of $500 or $25
for each year of “retirement plan service.” “Surviving
spouses . . . who began receiving pension payments prior to
January 1, 1988” would also get the payment. Letter from
MetLife CEO Robert G. Schwartz to My Retired Metlife
Associates and Spouses, Nov. 18, 1992, J.A. 2278-79. In
January 1993, on discovery that the letter had been sent to
some deferred annuitants, MetLife wrote to those individuals,
stating that they weren’t eligible for the one-time payment.
Letter from Vice-President James N. Heston to Former
MetLife Employees with a Deferred Vested Annuity Benefit,
Jan. 14, 1993, J.A. 2318.

Several years later Brubaker wrote to MetLife, claiming
entitlement to certain benefit enhancements, including the
1992 one-time payment. (The other claims have been
abandoned en route to this court.) MetLife’s plan
administrator denied the claim on the ground that the increase
“applie[d] only to eligible employees who had retired . . .
directly from Company service,” not individuals such as
Brubaker “whose termination of Company service occurred
prior to retirement age, even though [such individuals] were
entitled to retain a Deferred Annuity.” Letter from Jo
Boudreau, Benefits Consultant, to Robert L. Brubaker, Apr.
25, 2000, J.A. 1890.

After several requests for reconsideration, Brubaker filed
suit in district court in October 2000. He amended his
complaint in January 2001 to add Margaret Hayes. The
district court remanded Brubaker’s claim to the plan
administrator for a complete review and development of the
administrative record. The plan administrator again denied
Brubaker’s claim. See Letter from James N. Heston, Senior
Vice President and Plan Administrator, to Robert L. Brubaker,
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Dec. 8, 2003, J.A. 2041-51. Following discovery, the district
court granted summary judgment for defendants.

* * *

Brubaker and Hayes raise a number of objections on
appeal, most of which are directed at the district court’s partial
reliance on a 1991 MetLife Summary Plan Description
(“SPD”), which that court read as explicitly excluding
deferred annuitants from the category of “employees who
retired” in the 1992 letter. But we hold that the plain terms of
the 1992 letter and 1949 Program exclude deferred annuitants
from the intended scope of the one-time payment. This
analysis moots plaintiffs’ various objections about the district
court’s reliance on language from the 1991 SPD.

We review a district court’s grant of summary judgment
de novo, and will affirm if, viewing all evidence in the light
most favorable to the non-moving party, “there is no genuine
issue as to any material fact and . . . the moving party is
entitled to a judgment as a matter of law.” Fed. R. Civ. P.
56(c); see also Allied Pilots Ass’n v. Pension Benefit
Guarantee Corp., 334 F.3d 93, 97 (D.C. Cir. 2003). Both
district and appellate courts interpret benefit plan documents
de novo, “unless the terms of the plan ‘giv[e] the
administrator or fiduciary discretionary authority to determine
eligibility for benefits or to construe the terms of the plan.’”
Aetna Health Inc. v. Davila, 542 U.S. 200, 210 (2004)
(quoting Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101,
115 (1989)) (alteration in original). MetLife claims the plan
here conferred such authority, but we need not reach that
question because defendants are entitled to summary
judgment even without such deference.
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Brubaker and Francis Hayes both terminated their
MetLife employment “on or before January 1, 1976,” and thus
(as they concede) were covered by the 1949 Program. See
Appellants’ Br. at 20 n.6; Reply Br. at 4-5; 1976 Plan at 18
§ 5.01, J.A. 2147. Although the 1949 Program does not
explicitly define the terms “retired,” “retiree,” or “retirement
benefits,” it is absolutely unvarying in its usage, drawing a
clear line between employees who “retired,” namely, those
who left MetLife after fulfilling the Program’s criteria for
retirement, and those, such as Brubaker and Francis Hayes,
who “terminated” their employment prior to satisfying those
requirements but became entitled to a Paid-up Deferred
Annuity.

First, the Program explicitly distinguishes between (1)
retirement “under the Program” and (2) “termination of
agency,” which “is deemed to occur” on an employee’s
“discontinuance as an Agent, unless he is retired under the
Program.” 1949 Program at 14, J.A. 541 (emphasis added).
Upon “termination,” “all coverage under this Program
automatically ceases,” except that an employee over age 35
with five years’ annuity contributions may, on termination,
choose to receive the annuity’s “cash surrender value” or a
“Paid-up Deferred Annuity payable at normal retirement date
. . . the annual rate being equal to that of the Retirement
Annuity . . . in force immediately prior to termination of
agency.” Id. at 16. Thus, the term “normal retirement date”
has relevance not only for individuals “be[ing] retired” from
MetLife, id. at 19, but also for deferred annuitants, as it
controls the date their deferred payments begin. And the
Program applies the phrase “retirement annuity” to the
amounts due both to deferred annuitants and to individuals
who qualify as “retired.” But so far as we can discover, the
Program is resolute in confining the verb “retire,” the
participles “retiring” and “retired,” and the gerund “retiring”
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to employees who retire from MetLife at the normal
retirement date (or at an earlier or later date meeting the stated
criteria for retirement).

For example, the Program lays out a number of
prerequisites for “be[ing] retired” that reflect this distinction.
It defines the “normal retirement date” as the first day of the
month nearest to a man’s 65th birthday (60th for women), and
states that, ordinarily, “each [employee] shall be retired on his
normal retirement date.” 1949 Program at 13, 19, J.A. 540,
543 (emphasis added). The “annual rate of Retirement
Annuity” is defined with respect to an employee “continuing
as a contributor for Retirement Annuity until normal
retirement date”; such rates are “payable for retirements on or
after normal retirement date.” Id. at 13. For an agent actively
continuing until immediately before his normal retirement
date, certain group life insurance arrangements become
effective whether or not the employee “then retires.” Id. at
10. The Program makes other explicit references to group life
insurance for those “retiring” on or prior to their normal
retirement date. Id. at 11.

Moreover, the Program permits a contributor (with
MetLife’s permission) to “continue as an active [employee]”
after his normal retirement date “for an additional period not
exceeding one year,” with further year-by-year extensions
possible through the year of an employee’s 70th birthday
(65th for women). Id. at 19. Similarly, “[b]y mutual consent”
an employee “may retire at any date within the 10 years
immediately preceding the normal retirement date.” Id.
(emphasis added); see also id. at 11 (describing Group Life
insurance coverage applicable to employees “retiring prior to
[their] normal retirement date”). Each of these provisions
clearly encompasses employees who stop working for
MetLife on their normal retirement date (or slightly earlier or
 8

later, under limited conditions). In addition, an employee who
has not exercised “the option of retiring” earlier than normal
may under some circumstances arrange for a reduced
retirement annuity in exchange for extended protection of a
surviving spouse. Id. at 20.

The 1949 Program runs for some 25 pages, so
conceivably we may have missed a usage of some form of the
verb “retire” to cover deferred annuitants. But at oral
argument plaintiffs’ counsel could offer no example
contradicting the pattern. See Oral Arg. at 4:49 (Q: “Can I
summarize your position as being that nothing in the 1949
Plan identifies the deferred annuitants as ‘retirees’ or as
people who ‘retired’?” . . . A: “There’s nothing expressly that
[includes them], but there’s nothing that excludes them either.
. . . If your question is was there an express use of the word
‘retired’ to describe deferred vesteds under the 1949 plan, the
answer is simply no.”).

In light of the consistent usage in the 1949 Program, the
1992 letter’s statement that MetLife would provide the lump
sum payment to “retirees” who “retired prior to January 1,
1988” applies not at all to deferred annuitants. Where the
terms of a contract are clear, that is the end of the matter; we
need not look to extrinsic evidence or the parties’ subsequent
practice. See Consolidated Gas Transmission Corp. v. FERC,
771 F.2d 1536, 1544 (D.C. Cir. 1985) (“If a contract is not
ambiguous, extrinsic evidence cannot be used as an aid to
interpretation.”); see also Restatement (Second) of Trusts
§ 164 cmt. e (1959).

Thus we need not wrestle with such matters as plaintiffs’
claim that a 1994 version of MetLife’s retirement plan shows
that MetLife viewed deferred annuitants as “retired”
employees. See Appellants’ Br. at 40-47; Metropolitan Life
 9

Retirement Plan for United States Employees, Jan. 1994, J.A.
1024-1262. Apart from the fact that their briefs don’t point to
a single usage in that document of “retiree,” “retire,”
“retired,” or “retiring” that is inconsistent with the pattern of
the 1949 Program, different usage in other documents
wouldn’t undercut the clarity of the usage in the 1992 letter
and the plan under which Brubaker and Francis Hayes
acquired their rights. Nor, of course, would mixed-usage
statements by MetLife officials on deposition (if there were
such statements—we can find no examples), or evidence of
MetLife’s occasional administrative miscoding of deferred
vested annuitants, see Appellants’ Br. at 58-60, smudge the
clarity of the pertinent documents.

Suppose the 1992 letter had mistakenly used terms that
appeared to encompass 1949 Program deferred annuitants
among those to whom MetLife said it “will provide” the one-
time benefit? Both sides seem to argue on the assumption that
under those circumstances the letter would have created a
legal obligation on the part of MetLife. We are not sure why
they make that assumption, but under the circumstances we
needn’t address the issue.

Nor can appellants prevail by citing the contra
proferentum canon—a rule “that ambiguities in an insurance
contract should be construed against the insurer who drafted
the contract.” United States ex rel. Dep’t of Labor v.
Insurance Co. of North America, 131 F.3d 1037, 1043 n.11
(D.C. Cir. 1997). Whatever its application to ERISA plan
documents may be, a rule devised as a tiebreaker is of no
relevance when the language in question is clear.

* * *
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For the foregoing reasons, the judgment of the district
court is

Affirmed.