Supreme Court of the United States

Curtiss-Wright Corp. v. Schoonejongen

March 6, 1995514 U.S. 73

Summary

Justice O’Connor delivered the unanimous opinion holding that a benefit-plan provision reserving amendment authority to “the Company” satisfies ERISA § 402(b)(3). The provision both identifies the person authorized to amend and establishes amendment by unilateral company decision as the required procedure. Corporate law supplies the rules for determining who may act for the company. The Court reversed and remanded for determination whether authorized persons actually approved or subsequently ratified the amendment terminating respondents’ benefits. It did not decide the remedy for a violation of § 402(b)(3). There were no separate opinions.

Holding

  • Whether reserving amendment authority to “the Company” satisfies ERISA § 402(b)(3).. The reservation clause satisfies both the amendment-procedure requirement and the requirement for identifying persons with amendment authority.
  • How amendment authority assigned to “the Company” is exercised.. Applicable corporate law principles determine who has authority to amend on the company’s behalf and whether an amendment was approved or subsequently ratified.

Docket 93-1935

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