Curtiss-Wright Corp. v. Schoonejongen, 514 U.S. 73, 8 (1995)

Page:   Index   Previous  1  2  3  4  5  6  7  8  9  10  11  12  13  14  Next

80

CURTISS-WRIGHT CORP. v. SCHOONEJONGEN

Opinion of the Court

that this procedure is the barest of procedures, that is because the Curtiss-Wright plan is the simplest of plans: a voluntarily maintained single-employer health plan that is administered by the employer and funded by the employer. More complicated plans, such as multiemployer plans, may have more complicated amendment procedures, and 402(b)(3) was designed to cover them as well.

In any event, the literal terms of 402(b)(3) are ultimately indifferent to the level of detail in an amendment procedure, or in an identification procedure for that matter. The provision requires only that there be an amendment procedure, which here there is. A "procedure," as that term is commonly understood, is a "particular way" of doing something, Webster's Third New International Dictionary 1807 (1976), or "a manner of proceeding," Random House Dictionary of the English Language 1542 (2d ed. 1987). Certainly a plan that says it may be amended only by a unilateral company decision adequately sets forth "a particular way" of making an amendment. Adequately, that is, with one refinement.

In order for an amendment procedure that says the plan may be amended by "[t]he Company" to make any sense, there must be some way of determining what it means for "[t]he Company" to make a decision to amend or, in the language of trust law, to "sufficiently manifest [its] intention" to amend. Restatement (Second) of Trusts 331, Comment c (1957). After all, only natural persons are capable of making decisions. As Judge Roth suggested, however, principles of corporate law provide a ready-made set of rules for determining, in whatever context, who has authority to make decisions on behalf of a company. Consider, for example, an ordinary sales contract between "Company X" and a third party. We would not think of regarding the contract as meaningless, and thus unenforceable, simply because it does not specify on its face exactly who within "Company X" has the power to enter into such an agreement or carry out its

Page:   Index   Previous  1  2  3  4  5  6  7  8  9  10  11  12  13  14  Next

Last modified: October 4, 2007