 Harold Dewhurst v. Century Aluminum Company

PUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
 HAROLD DEWHURST; DAVID BRYAN,
on behalf of themselves and all
other persons similarly situated;
UNITED STEEL, PAPER AND
FORESTRY, RUBBER,
MANUFACTURING, ENERGY, ALLIED
INDUSTRIAL AND SERVICE WORKERS
INTERNATIONAL UNION, AFL-
CIO/CLC, No. 10-1759 Plaintiffs-Appellants,
v.
CENTURY ALUMINUM COMPANY;
CENTURY ALUMINUM OF WEST
VIRGINIA, INCORPORATED; CENTURY
ALUMINUM MASTER WELFARE
BENEFIT PLAN; DOES 1 THROUGH 20,
Defendants-Appellees. 
Appeal from the United States District Court
for the Southern District of West Virginia, at Charleston.
John T. Copenhaver, Jr., District Judge.
(2:09-cv-01546-JTC)
Argued: May 13, 2011
Decided: August 22, 2011
Before WILKINSON, KING, and AGEE, Circuit Judges.

-- 1 of 10 --

Affirmed by published opinion. Judge Agee wrote the opin-
ion, in which Judge Wilkinson and Judge King joined.
COUNSEL
ARGUED: Joseph P. Stuligross, UNITED STEELWORK-
ERS OF AMERICA, Pittsburgh, Pennsylvania, for Appel-
lants. Shay Dvoretzky, JONES DAY, Washington, D.C., for
Appellees. ON BRIEF: William T. Payne, John Stember,
Pamina Ewing, STEMBER FEINSTEIN DOYLE PAYNE &
CORDES, LLC, Pittsburgh, Pennsylvania, for Appellants.
Sarah McClure, JONES DAY, Washington, D.C.; Stanley
Weiner, JONES DAY, Cleveland, Ohio; Ricklin Brown,
BOWLES RICE MCDAVID GRAFF & LOVE, Charleston,
West Virginia, for Appellees.
OPINION
AGEE, Circuit Judge:
Arguing they are likely to succeed on the merits of their
case, retirees and class representatives Harold Dewhurst and
David Bryan, together with the United Steel, Paper and For-
estry, Rubber, Manufacturing, Energy, Allied Industrial and
Service Workers International Union, AFL-CIO/CLC (collec-
tively, "the Retirees"), appeal the denial of their motion for a
preliminary injunction seeking continuation of certain health-
care benefits. Because the district court did not abuse its dis-
cretion in denying the preliminary injunction, we affirm the
judgment of the district court.
I.
In 2007, Century Aluminum of West Virginia, Inc.,1 which
1Century Aluminum of West Virginia’s parent, Century Aluminum
Company, and the Century Aluminum Master Welfare Benefit Plan are
2 DEWHURST v. CENTURY ALUMINUM COMPANY

-- 2 of 10 --

then operated a plant in Ravenswood, West Virginia, began
experiencing financial difficulty, which it attributed, in part,
to escalating healthcare costs. In February 2009, Century cur-
tailed operations at the plant and, later that year, announced
its plan to modify or terminate retiree healthcare benefits for
retirees aged sixty-five or older who retired between February
6, 1985 and June 1, 2006. Shortly thereafter the Retirees filed
suit in the United States District Court for the Southern Dis-
trict of Ohio, contending their benefits were vested and that
Century’s intended modification would violate both the Labor
Management Relations Act, 29 U.S.C. § 185, and the
Employee Retirement Income Security Act, 29 U.S.C.
§ 1132(a)(1)(B) and (a)(3).
Following the December 2009 transfer of the case to the
United States District Court for the Southern District of West
Virginia, that court denied the Retirees’ motion for a prelimi-
nary injunction, finding in a comprehensive order and opinion
that the Retirees failed to establish a likelihood of success on
the merits. Dewhurst v. Century Aluminum Co., 731 F. Supp.
2d 506 (S.D. W. Va. 2010).
The Retirees now appeal, and we have jurisdiction pursuant
to 28 U.S.C. § 1292(a)(1).
II.
A.
We review the denial of a preliminary injunction for abuse
of discretion. WV Ass’n. of Club Owners & Fraternal Servs.,
Inc. v. Musgrave, 553 F.3d 292, 298 (4th Cir. 2009). Factual
findings are reviewed for clear error; legal conclusions, de
novo. Id. (citing E. Tenn. Natural Gas Co. v. Sage, 361 F.3d
808, 828 (4th Cir. 2004)).
also named defendants. We collectively refer to defendants herein as
"Century."
3 DEWHURST v. CENTURY ALUMINUM COMPANY

-- 3 of 10 --

B.
A preliminary injunction is "an extraordinary remedy that
may only be awarded upon a clear showing that the plaintiff
is entitled to such relief." Winter v. Natural Res. Def. Council,
Inc., 129 S. Ct. 365, 376 (2008). In Winter, the Supreme
Court directed that a party "seeking a preliminary injunction
must establish that he is likely to succeed on the merits, that
he is likely to suffer irreparable harm in the absence of pre-
liminary relief, that the balance of equities tips in his favor,
and that an injunction is in the public interest." Id. at 374
(emphasis added).
We have noted that standard in several recent cases: "In
order to receive a preliminary injunction, a plaintiff ‘must
establish that he is likely to succeed on the merits, that he is
likely to suffer irreparable harm in the absence of preliminary
relief, that the balance of equities tips in his favor, and that an
injunction is in the public interest.’" Musgrave, 553 F.3d at
298 (quoting Winter, 129 S. Ct. at 374). See also Scott v. Bier-
man, No. 10-1483, 2011 WL 1807330, at *3 (4th Cir. May
12, 2011); Real Truth About Obama, Inc. v. Fed. Election
Comm’n, 575 F.3d 342, 345-47 (4th Cir. 2009) vacated by
130 S. Ct. 2371 (2010), reinstated in part by 607 F.3d 356
(4th Cir. 2010). Winter thus requires that a party seeking a
preliminary injunction, like the Retirees, must "clear[ly]
show[ ]" that it is likely to succeed on the merits. Winter, 129
S. Ct. at 376.2
2The Retirees argue that because the district court limited its analysis to
the first factor of Winter — plaintiffs’ likelihood of success on the merits
— and made no findings of fact as to the second, third, or fourth Winter
factors, we should review this appeal de novo. Even if we were to follow
the course the Retirees request, we would be compelled to find that the
Retirees do not satisfy the Winter standard for the reasons set forth below.
4 DEWHURST v. CENTURY ALUMINUM COMPANY

-- 4 of 10 --

III.
We note before beginning our analysis that the district
court made a meticulous summary of the relevant collective
bargaining agreements ("CBAs") and we include a portion
below regarding the last CBA which is illustrative of earlier
agreements:
Similar to those SPDs preceding it, the 2006 SPD
sets forth its reach at the outset, making its terms
applicable
to Ravenswood Reduction Plant retirees
and surviving spouses who retired or com-
menced receiving a surviving spouse pen-
sion from Century Aluminum of West
Virginia, Inc. The Century Aluminum of
West Virginia, Inc. Hourly Employees’
Pension Plan on or after June 1, 2006. . . .
This Plan has been established pursuant to
Article 15 of the Labor Agreement dated
June 1, 2006, between the United Steel-
workers and Century Aluminum of West
Virginia, Inc. Except as otherwise provided
herein, the group benefits are effective June
1, 2006. This booklet, which describes the
benefits, constitutes a part of the Labor
Agreement.
At least two observations are worth mention in sum-
mary. First, all of the CBAs, and the SPDs incorpo-
rated therein, that have governed the Century/Union
relationship following the sale from Kaiser specify
that retiree healthcare benefits are effective only dur-
ing the lifetime of the particular CBA in effect at the
time. Second, the 1995 and 1999 SPDs, but not the
2006 SPD, each contain continuation language that
5 DEWHURST v. CENTURY ALUMINUM COMPANY

-- 5 of 10 --

arguably obligates Century to pay healthcare bene-
fits, during the life of the CBA to which the SPD
relates, to those who have retired prior to the effec-
tive date of the SPD under consideration.
Dewhurst, 731 F. Supp. 2d at 512-13 (citation omitted).
A.
In support of their argument that they are likely to succeed
on the merits, the Retirees contend Keffer v. H.K. Porter Co.,
872 F.2d 60, 62 (4th Cir. 1989) stands for the proposition that
we have adopted the Sixth Circuit’s decision in International
Union, United Automobile, Aerospace & Agricultural Imple-
ment Workers of America v. Yard-Man, Inc., 716 F.2d 1476
(6th Cir. 1983). They contend "Keffer adopted the Yard-Man
inference," Br. for Appellants at 29, that retiree benefits "con-
tinue so long as the prerequisite status is maintained." Id. at
27. The district court determined that "[t]he reference to Yard-
Man was unnecessary to the decision in Keffer and, as such,
it is properly regarded as dictum." Dewhurst, 731 F. Supp. 2d
at 517 (emphasis omitted).
In Keffer, we found that the benefits at issue extended
beyond the expiration of the CBA due to the specific language
of the agreement: "[T]he express language of the parties’ col-
lective bargaining agreement indicates that the benefits were
to survive." Keffer, 872 F.2d at 62. After finding the language
of the controlling documents created benefits that survived the
expiration of the CBA, we then noted that extrinsic evidence
also supported that conclusion. Only after making these deter-
minations did we observe that our interpretation of the CBA
was "also consistent" with the context in which retiree health-
care benefits arise:
Such a determination is also consistent with a more
far-reaching understanding of the context in which
retiree benefits arise. Because benefits for retirees
6 DEWHURST v. CENTURY ALUMINUM COMPANY

-- 6 of 10 --

are permissive rather than mandatory subjects of col-
lective bargaining, see Yard-Man, 716 F.2d at 1482
(citing Allied Chemical & Alkali Workers v. Pitts-
burgh Plate Glass, 404 U.S. 157, 181-82 (1971)), "it
is unlikely that such benefits, which are typically
understood as a form of delayed compensation or
reward for past services, would be left to the contin-
gencies of future negotiations." Yard-Man, 716 F.2d
at 1482.
Id. at 64 (emphasis added). Thus, the reference to Yard-Man
was not necessary to our holding that the specific language of
the CBA showed the parties intended for benefits to continue
beyond the expiration of the agreement. Nor was it relevant
to our alternative finding that extrinsic evidence supported our
conclusion. For purposes of meeting the preliminary injunc-
tion standard to make a "clear showing" of likelihood of suc-
cess on the merits, the Retirees’ reference to the cited
language in Keffer is of no benefit. Keffer simply was not
decided on the basis that the Retirees claim. Moreover, even
the Sixth Circuit does not accept the view of Yard-Man
offered by the Retirees. See Yolton v. El Paso Tenn. Pipeline
Co., 435 F.3d 571, 580 (6th Cir. 2006) ("[T]here is no legal
presumption that benefits vest . . . . All that Yard-Man and
subsequent cases instruct is that the Court should apply ordi-
nary principles of contract interpretation.") (quotation omit-
ted).
Applying ordinary principles of contract interpretation, we
note that the collective bargaining agreement in Keffer dif-
fered materially from that before us here. In Keffer, retiree
health benefits were explicitly linked not to termination of the
agreement, but to a post-termination event, namely the date of
the retiree’s eligibility for Medicare. As the district court
noted, "there is no comparable language . . . in any of the
CBAs or the SPDs in this action. The agreements in Keffer are
simply different from those at issue here." Dewhurst, 731 F.
Supp. 2d at 519.
7 DEWHURST v. CENTURY ALUMINUM COMPANY

-- 7 of 10 --

B.
The principal barrier to the Retirees’ argument, as recog-
nized by the district court, is that it runs head-on into our clear
precedent from Keffer and District 29, United Mine Workers
of America v. Royal Coal Co., 768 F.2d 588 (4th Cir. 1985)
that "[o]f course, as with any contract interpretation, we begin
by looking at the language of the agreement for any clear
manifestation of the parties’ intent." Keffer, 872 F.2d at 62
(citing Royal Coal, 768 F.2d at 590).
In the case at bar, the CBA language on the duration of the
benefits at issue appears direct and plain "that such benefits
shall remain in effect for the term of this [year] Labor Agree-
ment." J.A. at 182. As the district court noted, "all of the
CBAs and SPDs from 1988 through the present contain lan-
guage of this type." Dewhurst, 731 F. Supp. 2d at 520. This
contract limit on the duration of benefits is similar to that in
Royal Coal.
In Royal Coal, the applicable CBA language stated that
benefits "shall be guaranteed during the term of this Agree-
ment." 768 F.2d at 590 (emphasis omitted). Based on this lan-
guage showing "the intent of the parties," id., we determined
the benefits did "not extend beyond the expiration of" the
CBA:
Employer obligations and employee rights, under a
collective bargaining agreement, do not survive the
expiration of the agreement absent a clear intention
of the parties.
Id. at 592 (quotation omitted).
In the face of the durational language in the CBAs, our
clear precedent in Keffer and Royal Coal does not support a
finding that the Retirees have made a showing, much less a
8 DEWHURST v. CENTURY ALUMINUM COMPANY

-- 8 of 10 --

clear showing, of a likelihood of success on the merits so as
to meet the Winter standard.
C.
The Retirees also contend they are likely to succeed on the
merits because, in their view, the language of the relevant
CBAs infers an intent for retiree healthcare benefits to extend
beyond expiration of the relevant CBA, despite the durational
language which limits benefits to the length of the agreement.
For instance, the Retirees argue (among other things) the fact
that Century did not specifically reserve the right to eliminate
or alter benefits suggests that the bargainers did not intend to
delegate to Century such a right. As noted by the district
court, however, "[i]t might just as easily be explained . . . that
Century deemed a reservation of rights as to healthcare bene-
fits unnecessary inasmuch as it deemed the subject to arise
anew during each bargaining cycle." Dewhurst, 731 F. Supp.
2d at 518 n.19. As with each of the Retirees’ contentions,
even if the absence of a reservation of rights provision were
to inject ambiguity into the relevant CBAs, that ambiguity
alone could not satisfy the Retirees’ burden under Winter to
make a "clear showing," 129 S. Ct. at 376, that they are
"likely to succeed on the merits." Id. at 374.
Similarly, the district court did not agree with the Retirees’
contention that healthcare benefits should be deemed vested
because their pension benefits are specifically written to be
vested and the healthcare benefit plan requires eligibility to
receive a pension as a precondition for eligibility for health-
care benefits. The district court aptly noted "that language in
the parties’ pension agreements explicitly suggesting vesting
as to pension benefits in actuality undercuts an inference of
vesting as to healthcare benefits" because the healthcare pro-
vision contains no such language. 731 F. Supp. 2d at 517-18
"[T]he language referenced indicates that the parties under-
stood how to vest an employee or retiree benefit when they
9 DEWHURST v. CENTURY ALUMINUM COMPANY

-- 9 of 10 --

chose to do so. The failure to do so explicitly with retiree
healthcare benefits. . . is telling." Id. at 518.
In sum, we have reviewed the record and agree with the
district court that "for each contention offered by [the Retir-
ees], an equally or more compelling response is, in the main,
presented by Century." Id. at 520. Given the durational limita-
tion similar to that in Royal Coal which is present in the rele-
vant agreements, the Retirees fail to show that they are likely
to succeed on the merits. Consequently, the Retirees, who
"must establish" that they meet the Winter standard in order
to be awarded a preliminary injunction, fail to do so. The dis-
trict court did not abuse its discretion in so holding.
IV.
The district court issued a thorough and well-reasoned
opinion explaining in detail that the Retirees failed to estab-
lish a likelihood of success on the merits. We agree and there-
fore affirm the district court’s denial of the motion for a
preliminary injunction.
AFFIRMED
10 DEWHURST v. CENTURY ALUMINUM COMPANY

-- 10 of 10 --