Curtiss-Wright Corp. v. Schoonejongen, 514 U.S. 73, 7 (1995)

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

Opinion of the Court

"person," wherever it appears in the statute, includes companies. See 29 U. S. C. 1002(9) ("The term 'person' means an individual, partnership, joint venture, corporation, mutual company, joint-stock company, trust, estate, unincorporated organization, association, or employee organization"). The Curtiss-Wright reservation clause thus appears to satisfy the statute's identification requirement by naming "[t]he Company" as "the perso[n]" with amendment authority.

The text of 402(b)(3) speaks, somewhat awkwardly, of requiring a procedure for identifying the persons with amendment authority, rather than requiring identification of those persons outright. Be that as it may, a plan that simply identifies the persons outright necessarily indicates a procedure for identifying the persons as well. With respect to the Curtiss-Wright plan, for example, to identify "[t]he Company" as the person with amendment authority is to say, in effect, that the procedure for identifying the person with amendment authority is to look always to "[t]he Company." Such an identification procedure is more substantial than might first appear. To say that one must look always to "[t]he Company" is to say that one must look only to "[t]he Company" and not to any other person—that is, not to any union, not to any third-party trustee, and not to any of the other kinds of outside parties that, in many other plans, exercise amendment authority.

The more difficult question in this case is whether the Curtiss-Wright reservation clause contains a "procedure for amending [the] plan." To recall, the reservation clause says in effect that the plan may be amended "by the Company." Curtiss-Wright is correct, we think, that this states an amendment procedure and one that, like the identification procedure, is more substantial than might first appear. It says the plan may be amended by a unilateral company decision to amend, and only by such a decision—and not, for example, by the unilateral decision of a third-party trustee or upon the approval of the union. Moreover, to the extent

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