Curtiss-Wright Corp. v. Schoonejongen, 514 U.S. 73, 5 (1995)

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Cite as: 514 U. S. 73 (1995)

Opinion of the Court

clause sets forth an amendment procedure as required by the statute. It says, in effect, that the plan is to be amended by "[t]he Company."

The Court of Appeals for the Third Circuit rejected this argument, as well as all other arguments before it, and affirmed the District Court's remedy. See 18 F. 3d 1034 (1994). It explained: "A primary purpose of 402(b)(3) is to ensure that all interested parties [including beneficiaries] will know how a plan may be altered and who may make such alterations. Only if they know this information will they be able to determine with certainty at any given time exactly what the plan provides." Id., at 1038. And the court suggested that 402(b)(3) cannot serve that purpose unless it is read to require that every amendment procedure specify precisely "what individuals or bodies within the Company c[an] promulgate an effective amendment." Id., at 1039. In the court's view, then, a reservation clause that says that the plan may be amended "by the Company," without more, is too vague. In so holding, the court distinguished a case, Huber v. Casablanca Industries, Inc., 916 F. 2d 85 (1990), in which it had upheld a reservation clause that said, in effect, that the plan may be amended "by the Trustees." "By the trustees," the court reasoned, had a very particular meaning in Huber; it meant "by resolutio[n] at a regularly constituted board [of trustees] meeting in accordance with the established process of the trustees." 18 F. 3d, at 1039 (citation omitted).

In a footnote, the court related the concurring views of Judge Roth. Id., at 1039, n. 3. According to the court, Judge Roth thought that the notion of an amendment "by the Company" should be read in light of traditional corporate law principles, which is to say amendment "by the board of directors or whomever of the company has the authority to take such action." Ibid. And read in this more specific way, "by the Company" indicates a valid amendment procedure that satisfies 402(b)(3). She con-

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