The full case caption appears at the
end of this opinion. OPINION ALAN E. NORRIS, Circuit Judge. Plaintiffs are the United Steelworkers of America union and several retirees formerlyemployed by defendant, Joy Technologies, Inc. (“Joy”). After Joy changed plaintiffs’ retiree health benefit plans, plaintiffs filed suitalleging violations of � 301 of the Labor-Management Relations Act of 1947 (“LMRA”), 29 U.S.C.A. � 185 (West 1998), �502(a)(1)(B) and (a)(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C.A. � 1132(a)(1)(B) and(a)(3) (West 1999), and the doctrine of promissory estoppel. Plaintiffs’ complaint was based on their claim that their benefits werevested and could not unilaterally be altered by Joy. The district court granted summary judgment to those plaintiffs that had retiredprior to August 19, 1991, on the LMRA and ERISA claims. Summary judgment was granted to Joy against those plaintiffs retiringafter August 19, 1991, under the LMRA, ERISA, and promissory estoppel claims. Plaintiffs’ motion for attorneys’ fees wasdenied. On appeal, Joy challenges the judgment against it on the LMRA and ERISA claims. On cross-appeal, plaintiffs challengethe summary judgment against those plaintiffs retiring after August 19, 1991, and the district court’s denial of attorneys’ fees. Forthe following reasons, the district court is affirmed. I. Joy operates an industrial fan manufacturing plant in New Philadelphia, Ohio. Plaintiffs are former Joy employees who wererepresented by the United Steelworkers of America union (“the union”) while active employees. The union served as the collectivebargaining representative for the production and maintenance (“P&M”) and clerical employees. The employment terms of thesegroups of workers were jointly negotiated (and the employee units were merged in 1980), but separate agreements wereproduced. The parties agree that the P&M and clerical units were given the same benefits under the collective bargainingagreements (“CBAs”); therefore, this court will discuss the CBAs for both units as if they were one. Every three years, the parties negotiated a new CBA. One of the features of the CBAs was a provision for retiree benefits.The question in this case is whether, in the CBAs, the parties intended the retirement benefits either to vest as lifetime benefits orto terminate at the end of the three-year term of the CBA granting the benefits. The relevant provisions are as follows: 1974 In 1974, the CBA contained the following relevant provisions: Pensions, Group Insurance and Supplemental Unemployment Benefits. . . . A group insurance agreement is contained in a separate document. . . . For pensioners and spouses, age 65 or over, who are now covered by the Group Insurance Program, the Company will make available a Medicare Supplemental Insurance Program. The cost is to be paid entirely by the pensioner and will be deducted from his pension check upon submission of an appropriate written authorization. For pensioners and spouses under age 65, the retiree Group Insurance Programs in effect on September 1, 1974 will be continued until replaced by a new program on September 1, 1975. . . . Previous Agreements. This [CBA] when signed shall supersede all previous supplements and agreements made between the parties except as provided for under the terms of this [CBA]. . . . Termination Date. The basic [CBA], the Pension Agreement, the Group Insurance Agreement, and the Supplemental Unemployment Benefit Agreement, shall remain in full force and effect until midnight August 31, 1977. At least (60) days prior to August 31, 1977, either party may give notice to the other party of its desire to negotiate with respect to the terms and conditions of a new Agreement, including the terms and conditions of new Pension, Insurance, and Supplemental Unemployment Benefit Agreements. If the parties shall not agree on the terms and conditions of such new agreements by midnight August 31, 1977, either party may thereafter resort to strike or lockout . . . . A Memorandum of Agreement was also executed by the parties in 1974. It contains the following pertinent language: Retiree’s Insurance. 1. Effective September 1, 1975, for employees who retire on or after August 31, 1974 . . . a. The Company will establish a group insurance program to provide hospital benefits and physicians’ service benefits coverage . . . for pensioners (and their eligible dependents) who are not eligible for Medicare . . . . c. The Company will pay the cost of such program coverage. d. Participation in such program in the case of pensioner . . . shall terminate when such person first becomes eligible for Medicare. Finally, the 1974 Insurance Certificate contains the following relevant provisions: Section 13. Insurance after Retirement. . . . FOR EMPLOYEES WHO ELECT THE ACCIDENT AND HEALTH RETIREMENT PLAN EFFECTIVE PRIOR TO SEPTEMBER 1, 1975. . . . A retired Employee not eligible for Medicare may continue his [hospital, surgical, laboratory and x-ray and major medical] Insurance for himself and his spouse, with the retired Employee paying the full premium for these coverages. . . . ACCIDENT AND HEALTH PLAN FOR QUALIFIED RETIREES RETIRING ON OR AFTER SEPTEMBER 1, 1975, AND THEIR QUALIFIED DEPENDENTS. The following shall be applicable to retired employees . . . who are not eligible for Medicare and are classified as: 1. Employees who retire on or after August 31, 1974 . . . . . . . Section 14. MEDICARE SUPPLEMENT. . . . (2) On and after the date on which an employee or dependent becomes eligible for benefits under Medicare, he shall not be eligible or insured under this Policy for any coverage providing benefits for Hospital, Surgical, Laboratory and X-Ray Expenses or Major Medical Expense Insurance. . . . The following benefits serve as a “Medicare Supplement” . . . [at a monthly cost to the employee of $5.00]. . . . Termination. 1. This Agreement, and the Group Insurance Plan established hereunder shall remain in effect without change until midnight, August 31, 1977. 1978 The 1978 CBA and Insurance Certificate were essentially the same as those of 1974. The 1978 Memorandum of Agreementdid not refer to any changes in retiree health insurance benefits. 1980 The 1980 CBA contained the same Termination and Previous Agreements clauses. The following Pensions, Group Insuranceand Supplemental Unemployment Benefits clause was also contained in the CBA: For pensioners and spouses, age 65 and over, who are now covered by the Group Insurance Program, the Company will make available and pay for a Medicare Supplemental Insurance Program. For pensioners and spouses under age 65, the retiree Group Insurance Programs in effect on September 1, 1975, as outlined in the Certificate of Insurance, will remain in effect. The 1980 Memorandum of Agreement stated that Joy would pay the full Medicare Supplement cost for all then-current retireesand those retiring under the 1980 CBA. 1983 The 1983 CBA contained relevant language identical to the 1980 CBA. In 1983, however, an Insurance Certificate was notprepared. 1986 The 1986 CBA was identical in all relevant respects to those of 1980 and 1983. The 1986 Memorandum of Agreementindicates that there would be a change in the Medicare Supplement deductible for those retiring after September 1, 1986. Also in1986, an Employee Benefits Plan booklet (formerly the Insurance Certificate) was issued with the following provision: Termination of the Plan. Joy Manufacturing Company reserves the right to terminate, suspend, withdraw, amend or modify the Group Health Care Benefits Plan in whole or in part at any time. The booklet contained a clause stating that “[b]enefits provided during retirement are described in a separate booklet.” Plaintiffpresented evidence suggesting that the booklet was not distributed to retirees and that no separate booklet describing retirementbenefits was created. 1989 In 1989 the CBA was the same in relevant respects as those of the previous three agreements. In addition, a handbook wasprepared entitled “Your Benefits Handbook — Hourly and Salaried Bargaining Employees.” Plaintiffs presented evidence that thishandbook was not distributed to retirees until August 1991. It contained the following provision: Amendments. Joy reserves the right to amend or terminate any of the plans. The right to amend includes the right to curtail or eliminate coverage for any treatment, procedure, or service regardless of whether you are receiving treatment for an injury, illness, or disease contracted prior to the effective date of the amendment. A supplement entitled “Health Care Coverage After Retirement,” sent with a letter dated August 19, 1991, contained the followinglanguage: Plan Changes. This insert summarizes your current retiree health care coverage. However, since no one can predict the future, Joy reserves the right to make changes or terminate these Plans. In March 1993, Joy sent letters to plaintiff retirees (who had retired under the 1974 through the 1989 CBAs), announcing anew cost-sharing plan to replace their insurance programs. In response to the changes, plaintiffs filed this suit alleging violations of� 301 of the LMRA, 29 U.S.C. � 185, � 502 of ERISA, 29 U.S.C. � 1132, and of the doctrine of promissory estoppel. The suitwas filed as a class action, with plaintiffs purporting to sue on behalf of themselves, their spouses, dependent children, and otherpersons similarly situated. Plaintiffs claimed that their retirement benefits had vested under the prior CBAs, and that Joy’sunilateral alteration of their benefits therefore breached the CBAs in violation of the LMRA and ERISA. They also claimed thatJoy had made representations to them that the benefits were to last for their lifetimes, and that Joy was now estopped fromaltering the benefits. In a January 17, 1997, opinion, the district court found that retirement benefits had vested for those retiring under the 1974,1978, 1980, and 1983 CBAs. The court found that, beginning in the 1986 agreement, Joy included a reservation of rights clauseand that, consequently, those who retired under the 1986 CBA and thereafter did not hold vested benefits. On October 7, 1997, the district court amended its opinion on plaintiffs’ motion. The court found that the reservation of rightsclauses were ineffective as to those who retired between 1986 and August 19, 1991, and held that those plaintiffs retiring prior toAugust 19, 1991, had vested retiree benefits. The court noted that the 1986 booklets contained reservation of rights language, butwere apparently only applicable to active employees since the booklets indicated that “[b]enefits provided during retirement aredescribed in a separate booklet.” Further, the court pointed to evidence that the booklets were not distributed to active employeesuntil 1988 and were never distributed to retirees. No separate booklet dealing with retirement benefits was ever published duringthe 1986 CBA term. A letter containing an insert for a benefits handbook and expressly directed to retirees was distributed in 1991(dated August 19, 1991). This insert, the court found, contained reservation of rights language applicable to retirees. For thesereasons, the court held that benefits were vested for those who retired prior to August 19, 1991, but not after. Also in its October 7, 1997, opinion, the district court granted Joy’s motion for summary judgment on the promissory estoppelclaims for plaintiffs who retired after August 19, 1991. The court held that any reliance by plaintiffs on Joy’s representationsconcerning the vesting of retirement benefits was not reasonable in the face of a clear reservation of rights clause after August19, 1991. On March 17, 1998, Joy filed a motion to amend the judgment based on Sprague v. General Motors Corp., 133 F.3d 388 (6thCir. 1998) (en banc), which the district court denied. Finally, on July 31, 1998, the district court awarded plaintiffs prejudgmentinterest, but denied attorneys’ fees and costs. Joy appeals the district court’s determination that retiree benefits vested for those retiring prior to August 19, 1991, and theresulting judgment against it under the LMRA and ERISA. Plaintiffs cross-appeal the district court’s determination that retireebenefits did not vest for those retiring after August 19, 1991, and the denial of attorneys’ fees. II. A district court’s order of summary judgment is reviewed de novo. Pope v. Central States S.E. & S.W. Areas Health &Welfare Fund, 27 F.3d 211, 212-13 (6th Cir. 1994). Contract interpretation is a question of law, also subject to de novo review.Boyer v. Douglas Components Corp., 986 F.2d 999, 1003 (6th Cir. 1993). Section 301(a) of the LMRA, 29 U.S.C. � 185(a), gives jurisdiction to federal courts over claims alleging the breach of CBAs.See Armistead v. Vernitron Corp., 944 F.2d 1287, 1293 (6th Cir. 1991). A retiree health insurance benefit plan is a welfarebenefit plan under ERISA. Boyer, 986 F.2d at 1005. Welfare benefit plans are not subject to mandatory vesting requirementsunder ERISA, unlike pension plans. Id. at 1004-05. Therefore, there is no statutory right to vested retiree benefits, and the partiesmust agree to vest a welfare benefit plan. See id. at 1005. If the parties intended to vest benefits and the agreement establishingthis is breached, there is an ERISA violation as well as a LMRA violation. See Armistead, 944 F.2d at 1298. The central Sixth Circuit case on CBA interpretation is UAW v. Yard-Man, Inc., 716 F.2d 1476 (6th Cir. 1983). Sixth Circuitcaselaw interpreting CBAs regularly quotes Yard-Man at length: [W]hether retiree insurance benefits continue beyond the expiration of the collective bargaining agreement depends upon the intent of the parties. Clearly the parties to a collective bargaining agreement may provide for rights which will survive termination of their collective bargaining relationship. The parties may, for example, provide retiree insurance benefits which survive the expiration of the collective bargaining agreement. Any such surviving benefit must necessarily find its genesis in the collective bargaining agreement. The enforcement and interpretation of collective bargaining agreements under � 301 [of the LMRA] is governed by substantive federal law. However, traditional rules for contractual interpretation are applied as long as their application is consistent with federal labor policies. Many of the basic principles of contractual interpretation are fully appropriate for discerning the parties’ intent in collective bargaining agreements. For example, the court should first look to the explicit language of the collective bargaining agreement for clear manifestations of intent. The intended meaning of even the most explicit language can, of course, only be understood in light of the context which gave rise to its inclusion. The court should also interpret each provision in question as part of the integrated whole. If possible, each provision should be construed consistently with the entire document and the relative positions and purposes of the parties. As in all contracts, the collective bargaining agreement’s terms must be construed so as to render none nugatory and avoid illusory promises. Where ambiguities exist, the court may look to other words and phrases in the collective bargaining agreement for guidance. Variations in language used in other durational provisions of the agreement may, for example, provide inferences of intent useful in clarifying a provision whose intended duration is ambiguous. Finally, the court should review the interpretation ultimately derived from its examination of the language, context and other indicia of intent for consistency with federal labor policy. This is not to say that the collective bargaining agreement should be construed to affirmatively promote any particular policy but rather that the interpretation rendered not denigrate or contradict basic principles of federal labor law. Id. at 1479-80 (citations omitted). Courts can find that rights have vested under a CBA even if the intent to vest has not beenexplicitly set out in the agreement. See Golden v. Kelsey-Hayes Co., 73 F.3d 648, 655 (6th Cir. 1996). CBAs may containimplied terms, and the parties’ practice, usage, and custom can be considered. Consolidated Rail Corp. v. Railway LaborExecutives’ Ass’n, 491 U.S. 299, 311 (1989). Retiree benefits are “in a sense ‘status’ benefits which, as such, carry with them an inference . . . that the parties likelyintended those benefits to continue as long as the beneficiary remains a retiree.” UAW v. BVR Liquidating, Inc., 190 F.3d 768,772 (6th Cir. 1999), cert. denied, No. 1548, 2000 WL 156923 (U.S. Apr. 17, 2000) (quoting Yard-Man, 716 F.2d at 1482). This isbecause “[b]enefits for retirees are only permissive not mandatory subjects of collective bargaining. As such, it is unlikely thatsuch benefits, which are typically understood as a form of delayed compensation or reward for past services, would be left to thecontingencies of future negotiations.” Yard-Man, 716 F.2d at 1482 (citations omitted). Although there is an inference that theparties to a CBA intended for retiree benefits to vest, the burden of proof does not shift to the employer, and it is not required thatspecific anti-vesting language be used before a court can find that the parties did not intend benefits to vest. BVR Liquidating, 190F.3d at 772 (quoting Golden, 73 F.3d at 656). In BVR Liquidating, the plaintiff union filed suit against an employer that had terminated retiree health care benefits. Theplaintiff argued that the benefits had vested, while the employer argued that the benefits were limited to the duration of the CBA.Id. at 769. The court found that a clause providing that retirees shall have health care benefits “continued for themselves, theirspouses, surviving spouses and eligible dependents,” considered in conjunction with a clause indicating benefits continued afterretirement until death, could be interpreted as vesting lifetime health care benefits. Id. at 773. The court speculated: “[i]ndeed, towhat other date than the death of the retiree or the spouse could the word ‘continue’ apply?” Id. Noting that Yard-Man requiresthe agreement to be read as a whole, the court next considered the meaning of a separate clause in the agreement stating that”benefits will be provided . . . for the term of this Agreement except where the Plan specifically provides otherwise.” Id. at 774.The court found that reading these two provisions together made the CBA ambiguous as to whether retiree benefits were intendedto vest. See id. at 774. In light of this ambiguity, the court turned to extrinsic evidence. It found that affidavits from the plaintiffstating that there had been no discussion of altering the duration of the benefits during negotiating sessions and in conversationsbetween company agents and retirees, along with evidence that changes from prior CBAs increased benefits, led to the conclusionthat the benefits were indeed vested. Id. at 774-75. Yard-Man also presented this court with the question of whether retirement benefits created in a CBA vested or wereterminable at the end of the CBA term. The key provision in the CBA at issue stated that “[w]hen the former employee hasattained the age of 65 years then: (1) The Company will provide insurance benefits equal to the active group benefits . . . forthe former employee and his spouse.” Yard-Man, 716 F.2d at 1480 (omission in original). The insurance plan provisionapplicable to active group benefits specified that the benefits would terminate one month after an employee’s layoff. Id. The courtfound the intent of the parties to be ambiguous because the “language ‘will provide insurance benefits equal to the active group’could reasonably be construed, if read in isolation, as either solely a reference to the nature of retiree benefits or as anincorporation of some durational limitation as well.” Id. As a result, the court turned to other provisions of the CBA to determinethe parties’ intent: [T]ermination of insurance benefits for active employees was explicitly and clearly set out and yet under conditions – the layoff of seniority employees – typically inapplicable to retirees. Moreover, there are variations in the duration of insurance benefits available to active employees dependent upon their seniority. These variations and the impracticality of hinging retiree benefits to events as unpredictable and unstable as active worker layoffs make it improbable that retiree benefits were intended to depend in duration upon the fortunes of the active employees. . . . [T]he retiree insurance provisions . . . contain a promise that the company will pay an early retiree’s insurance upon such retiree reaching age 65 but that the retiree must bear the cost of company insurance until that time. Since an employee is entitled under the collective bargaining agreement to retire at 55, the company’s promise could remain outstanding for a ten-year period. If retiree insurance benefits were terminated at the end of the collective bargaining agreement’s three-year term, this promise is completely illusory for many early retirees under age 62. [T]he inclusion of specific durational limitations in other provisions of the current collective bargaining agreement suggests that retiree benefits, not so specifically limited, were intended to survive the expiration of successive agreements in the parties’ contemplated long term relationship. . . . Finally, examination of the context in which these benefits arose demonstrates the likelihood that continuing insurance benefits for retirees were intended. Benefits for retirees are only permissive not mandatory subjects of collective bargaining. As such, it is unlikely that such benefits, which are typically understood as a form of delayed compensation or reward for past services, would be left to the contingencies of future negotiations. Id. at 1481-82 (internal citations and footnotes omitted). Joy claims that the CBAs at issue here are not ambiguous, and that they establish that retiree benefits were not intended toextend beyond the end of the relevant CBA term. Joy’s main argument is that Sprague, supra, implicitly overruled Yard-Man andestablished new, more stringent standards as to what language must be found in the parties’ agreements in order to find vestedbenefits. Joy claims that, under Sprague, express vesting language is required before retirement benefits will vest. Joy’s argument has been rejected by this court. In BVR Liquidating, supra, we indicated that Yard-Man is still good law andshould be used by courts interpreting CBAs. See BVR Liquidating, 190 F.3d at 772-73. We pointed out that Sprague dealt withan employer that had unilaterally instituted a retiree benefit program, so that the employer had to be found to have clearly intendedto vest benefits in order for employees to be entitled to lifetime benefits. See id. at 773. The BVR Liquidating court distinguishedthat situation from the case in front of it, which concerned a CBA. Id. at 772-73. In interpreting a CBA, the intent of both partiesto the agreement must be discerned, making Sprague inapposite. The court also distinguished Sprague because it involved anexplicit reservation of rights clause permitting the employer to amend or terminate benefits. Id. at 773. BVR Liquidating reiteratedYard-Man’s directive that there is an inference that retirement benefits were intended to vest. Id. The present case involves aCBA, rather than a benefit plan unilaterally bestowed by the employer. Therefore, Joy’s arguments based on Sprague fail underthe same analysis applied in BVR Liquidating. Joy also argues that the district court erred by turning the Yard-Man inference that retirement benefits were meant to vest intoa presumption that shifted the burden of proof to Joy. The court did not, however, shift the burden of proof to Joy; the courtacknowledged in its opinion that there is no legal presumption that benefits vest and that the burden of proof rests on plaintiffs. Joy goes further and claims that there is a “presumption under ERISA that employee welfare benefit plans do not vest.”However, the cases cited for this proposition, see, e.g., Curtiss-Wright Corp. v. Schoonejongen, 514 U.S. 73 (1995), merelystate that although ERISA does not require vesting of such benefits, parties may agree to create and vest them. Joy’s argumentshave already been addressed by this circuit in Golden, 73 F.3d at 655 (“In [Curtiss-Wright Corp. v.] Schoonejongen, [cited bydefendant] . . . [t]he vesting of rights through agreements such as CBAs was not at issue. . . . The Court simply noted thatERISA does not mandate minimum vesting requirements for welfare benefit plans, and that ERISA allows employers to adopt,modify, or terminate such plans at will. The case bears no relation to the issues in Yard-Man.”) (citations omitted).Curtiss-Wright, like Sprague, dealt with a benefit plan unilaterally implemented by the employer, not with a CBA. According to Joy, the CBAs’ language clearly terminated retiree insurance benefits along with the rest of the CBA provisionsby providing that ” [t]he basic [CBA], the Pension Agreement, the Group Insurance Agreement, and the SupplementalUnemployment Benefit Agreement, shall remain in full force and effect until midnight [expiration date],” and that “[t]his [CBA]when signed shall supersede all previous supplements and agreements made between the parties except as provided for under theterms of this [CBA].” These clauses are general durational provisions for the entire agreement, and are not clearly meant toinclude retiree benefits. See Yard-Man, 716 F.2d at 1482-83 (general durational clause not necessarily meant to include retireebenefits). Even though the clause makes clear that the insurance agreement terminates after three years, caselaw indicates thatthe termination of the agreement does not indicate the termination of benefits created by it, if the benefits are intended to vest. Seeid. If benefits have vested, then retirees must agree before the benefits can be modified, even by a subsequent CBA between theemployer and active employees. Joy next points to the reiteration in each CBA that “[f]or pensioners and spouses under age 65, the retiree Group InsurancePrograms in effect on September 1, 1975 . . . will remain in effect.” However, this provision is also subject to the interpretationthat it is repeated in each CBA because it specifies what benefits are available to those who retire during the term of that CBA,and not what benefits are available for past retirees, whose rights have already vested. Therefore, this provision is notdeterminative. Joy points to the clause requiring notice from either party of “its desire to negotiate with respect to the terms and conditions ofa new Agreement, including . . . Insurance . . . Agreements.” Again, just because an insurance agreement is ended andrenegotiated does not mean benefits also end. Because active employee benefits are a subject of mandatory bargaining, andretirement benefits are not, this provision was not necessarily meant to incorporate retirement benefits. The CBAs provide that pre-Medicare retirees receive certain benefits until Medicare eligibility at age 65. Because the CBAspermit retirement at age 55 and promise insurance at age 65, the promise is meaningless if it could be terminated in three years.The same situation was present in Yard-Man, supra, where the court inferred vested benefits partly from an analogous provision.In addition, the CBAs specify a termination of pre-65 benefits when the retiree “first becomes eligible for Medicare.” This clausemakes clear that pre-65 benefits were intended to end only when the retiree becomes Medicare-eligible, not when the CBAsexpire. The CBAs also promise the continuation of dependents’ benefits after the retiree reaches Medicare eligibility. Adetermination that retiree benefits do not vest would render these promises illusory, in contravention of Yard-Man’s directive.There is also language in the insurance certificates that gives Joy the unilateral right to terminate benefits for employees on leaveof absence, yet no similar provision was included for retiree benefits. These provisions indicate that the parties intended to vestbenefits. Therefore, although the CBAs are not models of clarity, caselaw of this circuit leads to the conclusion that they do vestretirement benefits for individuals retiring before mid-1991, when reservation of rights language applicable to retirees wasdistributed to plaintiffs. The durational provisions Joy cites are general in nature, and only refer to agreements between the parties,not to benefits created by the agreements. Further, the CBAs promise retirees (as young as age 55) a Medicare Supplement atage 65. An analogous provision was found to create an illusory promise unless benefits were vested in Yard-Man. SeeYard-Man, 716 F.2d at 1481. The language of the CBAs indicates that retirement benefits were intended by the parties to vest. The district court correctly found that the reservation of rights language printed in the 1986 Insurance Plan booklet, but neverdistributed to retirees, was not effective as to plaintiffs. Joy claims that there is no distribution requirement, and that reservation ofrights language is effective when contained in the plan itself. Joy bases these arguments on Sprague, where reservation of rightslanguage was contained in the plan (unilaterally instituted by the employer), but not in all Summary Plan Descriptions distributed tobeneficiaries. The Sprague court held that because such language had always been in the plan itself, it was clear that theemployer did not intend to vest the benefits when it created them. See Sprague, 133 F.3d at 401-02. As noted above, this case isdistinguishable from Sprague because it concerns CBAs, which are two-party contracts, rather than a plan unilaterallyimplemented, and therefore unilaterally controlled, by the employer. The reservation of rights language from 1986 was contained in an insurance booklet that specified that retiree benefits werecontained in a separate booklet. Such a separate retiree booklet, however, was never created. The language in the 1986 insurancebooklet directing that the booklet did not pertain to retirees, and that a separate booklet did, precludes any argument that theprovisions in the existing insurance booklet (namely, the reservation of rights language) applied to retirees. Therefore, thereservation of rights clause was not applicable to retirees under the 1986 agreement. The district court correctly found that the reservation of rights language in the August 19, 1991, booklet insert was effectiveagainst the retirees because “[w]hile plaintiff argues that a bilateral agreement is not subject to unilateral modification, the Unionwas obligated to grieve or enter suit over the reservation of rights clause as the clause was conspicuously contained in the 1991insert and plaintiffs did not dispute it until the filing of this lawsuit in 1994.” The August 19, 1991, reservation of rights clearlyincluded retirees and was distributed to them. Therefore, those plaintiffs retiring after August 19, 1991, do not hold vestedretirement benefits. III. The district court’s denial of plaintiffs’ motion for attorneys’ fees is reviewed for an abuse of discretion. Secretary of Dep’t ofLabor v. King, 775 F.2d 666, 669 (6th Cir. 1985). A district court is given broad discretion in awarding attorneys’ fees in anERISA action under 29 U.S.C. � 1132(g). Id. This court adopted the following factors in King, 775 F.2d at 669, as relevant to thedistrict court’s determination: (1) the degree of the opposing party’s culpability or bad faith; (2) the opposing party’s ability to satisfy an award of attorney’s fees; (3) the deterrent effect of an award on other persons under similar circumstances; (4) whether the party requesting fees sought to confer a common benefit on all participants and beneficiaries of an ERISA plan or resolve significant legal questions regarding ERISA; and (5) the relative merits of the parties’ positions. An abuse of discretion exists only when “the court has the definite and firm conviction that the district court made a clear error ofjudgment in its conclusion upon weighing relevant factors.” Id. No single factor is determinative. Schwartz v. Gregori, 160 F.3d1116, 1119 (6th Cir. 1998), cert. denied, 119 S. Ct. 1756 (1999). There is no presumption that attorneys’ fees will be awarded.See Foltice v. Guardsman Prods., Inc., 98 F.3d 933, 936 (6th Cir. 1996). The district court addressed the King factors in its opinion: First, there was no degree of bad faith on defendant’s part and this Court cannot find a great degree of culpability given the difficulty in determining whether it was intended that benefits vested. Additionally, the Court found benefits to vest for only some of the plaintiffs. Second, defendant admits that it is able to satisfy an award of fees. Third, the Court does not consider that an award of fees would act as a deterrent to other employers under similar circumstances given that defendant did not necessarily act with bad faith. See, for example, Foltice, supra, wherein the court stated that the “deterrent effect . . . is likely to have more significance in a case where the defendant is highly culpable . . .” Fourth, while this was a class action, plaintiffs did not seek to confer a common benefit on all participants of Joy’s ERISA plan. Nor did this lawsuit seek to resolve significant ERISA legal questions inasmuch as this issue has been addressed in numerous cases as evidenced by this Court’s Opinions. Fifth, the Opinions in this case reveal that both parties’ positions had merit. Plaintiffs claim that Joy “surreptitiously inserted a non-bargained provision in its insurance booklets and used this provision asthe centerpiece of its justification to unlawfully alter retiree benefits. . . . Not to find bad faith in such conduct is an abuse ofdiscretion.” They also argue that they “sought to convey a benefit on all members of the ERISA plan affected by Joy’s unlawfulconduct.” Finally, plaintiffs argue that retirees cannot afford to finance protracted and expensive litigation, and unions cannotafford to bring suit on behalf of all wronged retirees. They maintain that “[u]nless the expense of such litigation is shifted, moreretirees will suffer a loss of all or some of their pension income or go without health insurance and/or care they otherwise shouldobtain.” The district court considered all of the relevant factors as instructed by King. The court found no bad faith on Joy’s part,determined that attorneys’ fees would not act as a deterrent to other employers, and indicated that no significant ERISA legalquestions were resolved. The court did not abuse its discretion either in its consideration of any of the King factors or in itsweighing of the factors to determine that fees should not be awarded. Therefore, the district court did not abuse its discretion indenying plaintiffs’ request for attorneys’ fees. IV. The judgment of the district court is AFFIRMED. :::FOOTNOTES:::
FN1 The Honorable John Feikens, United States District Judge for the Eastern District of Michigan, sitting by designation.
Maurer v. Joy Technologies, Inc. United States Court of Appeals for the Sixth Circuit Donald H. Maurer; Leslie T. Johnson; Warren H. Rees; William Pompey; Floyd F. Gladman; United Steelworkers of America, Plaintiffs-Appellees Cross-Appellants, v. Joy Technologies, Inc., Defendant-Appellant Cross-Appellee. Nos. 98-3964/4029 Appeal from the United States District Court for the Northern District of Ohio at Cleveland. No. 94-02015–Patricia A. Gaughan, District Judge. Argued: December 15, 1999 Decided and Filed: May 12, 2000 Before: RYAN and NORRIS, Circuit Judges; FEIKENS, District Judge.
[FOOTNOTE 1] Counsel: ARGUED: Chris J. Trebatoski, MICHAEL, BEST & FRIEDRICH, Milwaukee, Wisconsin, for Appellant. Melvin P. Stein,UNITED STEELWORKERS OF AMERICA, Pittsburgh, Pennsylvania, for Appellees. ON BRIEF: Chris J. Trebatoski,Mitchell W. Quick, MICHAEL, BEST & FRIEDRICH, Milwaukee, Wisconsin, David P. Bertsch, BUCKINGHAM,DOOLITTLE & BURROUGHS, Akron, Ohio, for Appellant. Melvin P. Stein, UNITED STEELWORKERS OF AMERICA,Pittsburgh, Pennsylvania, for Appellees.
