Avondale Mills v. Saddler , 292 Ala. 134 ( 1974 )

FAULKNER, Justice.

This is an appeal from a class action decree in equity in favor of appellees.

The trial judge determined that Avon-dale could not equitably forfeit and deny deferred earnings of 283 employees of its Birmingham plant held in a retirement trust when Avondale closed the Birmingham plant because of economic conditions in the autumn of 1971.

Avondale had created a retirement trust for its employees in July, 1945. The trust was in force at the time of the plant’s closing.

The trust provides that all contributions made to the trust are made by Avondale. The members of the trust acquire vested rights to the respective accounts as follows : 50% after ten years service as a trust member, and an additional 5% each year thereafter until full vesting at the end of 20 years service. The trust provides for forfeitures — whole or partial — depending on the year of employment when a trust member is terminated. All forfeitures revert to the trust and are allocated to the remaining accounts in the trust.

The trust further provides that the trust is not terminated until (1) Avondale’s Board of Directors passes a resolution to the effect that no more contributions will be made; (2) the trust is amended to that effect; and (3) the trustees have acquiesced in its termination. None of these conditions had occurred when the employees, who sustained forfeitures when the Birmingham plant was closed, filed their suit. Briefly stated,' the suit sought a declaration that the trust had been terminated as to them when they lost their jobs with the plant’s closing; that all forfeitures should be set aside; that they are entitled to the amounts in their respective trust accounts as of the date the plant was closed.

From the record it appears that the Birmingham plant was closed for economic reasons. There does not appear to be any bad faith on the part of Avondale. All of the Birmingham plant employees, consisting of 444 in number, were offered jobs by Avondale at other locations. One hundred forty-nine of those employees accepted the offer and were relocated after the closing. A portion of those employees who rejected the offer to transfer had vested rights in the trust. They will receive those trust rights upon entering retirement age or disability, as provided by the trust. Those without vested rights, of course, sustained forfeitures. In addition to Birmingham, Avondale had other locations for its business, and throughout its industry there were over 5,000 members of the trust.

The sole substantial issue before this court is the correctness of the trial court’s decree.

While a number of appellate courts have ruled on forfeitures and rights of trust members under pension and retirement plans resulting from plant closings, it appears that this is a case of first impression in this court.

The United States Court of Appeals for the Sixth Circuit in Schneider v. The Electric Auto-Lite Co., 456 F.2d 366 (6 Cir. 1972) denied employees pension rights who had not achieved the requisite period of 10 years service and age 40 years when the plant closed. In a class action brought by former employees of a division of a corporation to determine their rights under the corporation’s profit-sharing plan and trust, the First Circuit in Dierks v. Thompson, 414 F.2d 453 (1 Cir. 1969) held that the sale of the assets of the division terminated the employees’ employment but did not terminate the plan. The trust in that case provided that upon termination of employment the trust accounts would be frozen and paid out upon death, disability, or age 65. In Schneider v. McKesson & Robbins, 254 F.2d 827 (2 Cir. 1958) a class action was brought by discharged employees resulting from a plant shutdown to establish the extent of their interest in a profit-sharing plan whereby contributions were entirely made by the employer. The court held that the employee had no interest in the funds. There the qualified participants were entitled to retire at age 65, or age 60 by a special vote of the board of directors, with annual interest allowance computed in accordance with terms of the plan, but if a participant ceased to be an employee for any reason, his participation therein terminated. The profit-sharing plan was declared not to have been terminated or partially terminated by the closing of the plant. A trust very similar to Avondale’s was involved in Rankin v. Kellam, 388 S. W.2d 306 (1965), a case of the Texas Court of Civil Appeals. When the corporation sold an operation employing 99 employees, it offered employment to the employees at another location. Those who did not accept had their employment terminated. There the plan was contributed to solely by the employer and forfeitures reverted to the trust. No benefits of forfeitures were received by the employer. See also Fernekes v. CMP Industries, Inc., 13 N.Y.2d 217, 246 N.Y.S.2d 201, 195 N.E.2d 884 (1963); George v. Haber, 343 Mich. 218, 72 N.W.2d 121 (1955); Wallace v. Northern Ohio Traction and Light Co., 57 Ohio App. 203, 13 N.E.2d 139 (1937).

The appellees here contend that the rights under the trust are similar to rights to vacation pay, bonus, and severance pay and cite Lucas v. Seagrave, D.C., 277 F. Supp. 338 (1967); American Security Life Ins. Co. v. Moore, 37 Ala.App. 552, 72 So. 2d 132 (1954); Woodward Iron Co. v. Ramey, 42 Ala.App. 637, 175 So.2d 748, cert. denied 278 Ala. 713, 175 So.2d 749 (1965); and Livestock Feeds v. Local Union No. 1634, 221 Misc. 492, 73 So.2d 128 (1954).

We' cannot agree. Vacation pay, bonus payments, and severance pay generally result from contractual relations between employee and employer, or under collective bargaining agreements. And, in the event of forfeitures, the employer benefits. Here the relationship is one between trust and beneficiary who must meet the requirements of age and years of service to have a vested interest. Also, all forfeitures revert to the trust and inure to the benefit of the remaining members.

It is our conclusion that the integrity of the trust indenture as written must be upheld. We cannot and should not rewrite it. First National Bank of Birmingham v. Adams, 281 Ala. 404, 203 So.2d 124 (1967). The rights of the beneficiaries of the trust must be determined by the trust provisions. See Bailey v. Rockwell Spring and Axle Co., 13 Misc.2d 29, 175 N.Y.S.2d 104 (1958); Green v. Copco Steel, 22 Mich. App. 16, 176 N.W.2d 690 (1970). The trust indenture clearly states the requirements which an employee must meet in order to qualify for retirement benefits. The plant’s closing did not wholly or partially terminate the plan. Those appellees who have vested rights must fulfill the requirements of the trust before receiving their benefits. Those who have not met the eligibility requirements under the plan have no claim.

We pretermit discussion of the other assignments of error.

Reversed and remanded.

MERRILL, HARWOOD, BLOOD-WORTH, MADDOX and McCALL, JJ., concur. HEFLIN, C. J., and JONES, J., dissent.