Curtiss-Wright Corp. v. Schoonejongen, 514 U.S. 73, 9 (1995)

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

Opinion of the Court

terms. Rather, we would look to corporate law principles to give "Company X" content. See 2 W. Fletcher, Cyclopedia of Law of Private Corporations 466, p. 505 (rev. ed. 1990) ("[A] corporation is bound by contracts entered into by its officers and agents acting on behalf of the corporation and for its benefit, provided they act within the scope of their express or implied powers"). So too here.

In the end, perhaps the strongest argument for a textual reading of 402(b)(3) is that to read it to require specification of individuals or bodies within a company would lead to improbable results. That is, it might lead to the invalidation of myriad amendment procedures that no one would think violate 402(b)(3), especially those in multiemployer plans— which, as we said, 402(b)(3) covers as well. For example, imagine a multiemployer plan that says "This Plan may be amended at any time by written agreement of two-thirds of the participating Companies, subject to the approval of the plan Trustees." This would seem to be a fairly robust amendment procedure, and we can imagine numerous variants of it. Yet, because our hypothetical procedure does not specify who within any of "the participating Companies" has authority to enter into such an amendment agreement (let alone what counts as the "approval of the plan Trustees"), respondents would say it is insufficiently specific to pass muster under 402(b)(3). Congress could not have intended such a result.


Curtiss-Wright's reservation clause thus satisfies the plain text of both requirements in 402(b)(3). Respondents nonetheless argue that, in drafting 402(b)(3), Congress intended amendment procedures to convey enough detail to serve beneficiaries' interest in knowing the terms of their plans. Ordinarily, we would be reluctant to indulge an argument based on legislative purpose where the text alone yields a clear answer, but we do so here because it is the argument the Court of Appeals found persuasive.


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