District Judge Frank P. Geraci, Jr.

 

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Plaintiffs were Dresser Industries Inc. employees when they enrolled in its Consolidated Salaried Retirement Plan (DICON) in May 1986. In 1987 Dresser formed the DR partnership with Ingersoll-Rand Co. In 1998, Halliburton Inc. acquired Dresser, which remained partner in DR. Halliburton later amended DICON to establish the Halliburton Co. Benefits Comm.(HBC) as administrator. In February 2000 Halliburton sold Dresser’s interest in DR to Ingersoll. HBC ratified a decision to deny DR employees the ability to “grow into” early retirement benefits under DICON after the sale. District court granted Halliburton and its codefendants summary judgment in plaintiffs action alleging improper denial of early retirement benefits and breach of fiduciary duty. It deemed it rational for defendants to interpret DR to mean a “partnership [or] joint venture … in which [Dresser] has, either directly or indirectly, a substantial ownership interest.” Once Halliburton sold Dresser’s interest in DR to Ingersoll in 1999, Dresser lacked a substantial ownership interest in DR. The court also agreed with Halliburton that it was HBC, not it, that caused DICON to determined that early retirement benefits for plaintiffs were based on a wrong termination date.