or how the disagreement over the meaning of the particular language first found in the 1964 agreement would be resolved.
(16) The weight of the testimony failed to establish that UPS at any time committed itself orally, by a principal or by counsel, to paying contributions to the Pension Trust for full vacation weeks.
(17) Plaintiffs made no attempt at trial to prove a meeting of the minds in favor of UPS contributions for full vacation weeks in the negotiations between Local 639 and UPS leading to the 1982 contract, the 1985 modification to the 1982 contract, or the 1987 contract. In particular, there was clearly no agreement that UPS was bound to contribute for vacation weeks by the terms of the "same manner and amount" language in the 1985 modification. The 1987 contract negotiations came after the parties had disputed and litigated the meaning of the existing provision and UPS had stated in writing that it was not obliged by the provision to pay for full vacation weeks. Yet despite plaintiffs' contention that UPS had by that time finally agreed to contribute for full vacation weeks, no effort was made to clarify the contract language, and the provision was inserted unchanged into the new 1987 contract.
While the UPS position has been consistent, it does not follow that the Union accepted that position when new agreements were negotiated. In fact, it did not. The disputed language has remained in the contract because of the continuing inability to resolve the issue.
(18) Whether there was a meeting of the minds as to the meaning of the vacation weeks provision in the negotiations of earlier contracts going back to 1964 is hardly relevant, but in any case plaintiff failed to prove that UPS had ever agreed to contribute for full vacation weeks.
Mr. James Mills, a former Local 639 official, testified on rebuttal as to the 1964 contract. The testimony of Mr. Mills was received as an offer of proof, with the Court reserving its decision as to whether or not it constituted proper rebuttal. The Court, in its discretion, has determined to accept it in rebuttal to the testimony of UPS's counsel concerning UPS's understanding and the consistency of its practice. As Mr. Mills' testimony made clear, however, he was attempting in a June 1964 letter to a UPS employee (Plaintiffs' Exhibit 10) to explain and clarify the Union's position concerning the vacation issue as it affected the numerous locals in the whole Atlantic region. There is no proof that his view, as expressed in the letter subsequent to the negotiations to a UPS employee not involved in the negotiations, was ever accepted by UPS in its dealings with Local 639 or indeed ever put forward at the bargaining table. It only makes clear the persistent disagreement and confusion on the issue which has existed over the years.
(19) The consistent practice of UPS not to make such contributions since 1964 and the Pension Trust's and Local's failure to complain until 1984 cannot be ignored. Nor can the fact that, despite a long collective bargaining relationship, no grievance or arbitration ever occurred on this issue until 1987.
(20) Plaintiffs' theory of the case has been volatile and was altered several times to meet defenses. Indeed, the emphasis changed on the day of trial when plaintiffs sought to rely on the 1964 agreement and the Mills letter rather than the settlement of the 1985 litigation or the subsequent negotiated agreements. Recollections on both sides were often fuzzy or imprecise and the absence of proof was not remedied by argument and speculation, which characterized the presentations of both sides.
(21) Judgment will be entered for defendant on the complaint. The Court still has no basis for conclusively determining the meaning of the disputed contract provision. The Court merely holds that plaintiffs have not met their burden of proving by a preponderance of the evidence that their interpretation of the provision was ever accepted by UPS, expressly or by implication. No meeting of the minds between UPS and Local 639 on the full vacation weeks issue having been demonstrated, there is no contract term for the Pension Trust to enforce. See 1 Corbin on Contracts § 107 (1963).
(22) The 1990 contract between UPS and Local 639 contains the identical disputed language with respect to vacation weeks. As the Court has repeatedly stated, the 1990 contract is not before it, and the Court expresses no opinion as to the meaning of that agreement. It is not the Court's function to arbitrate a solution, as the parties to the 1990 contract apparently intended.
(23) The difficulties plaintiffs' counsel have had in developing a theory adequate to support the claim reflects the Local's influence on the Board of Trustees, not counsel's subsequent conduct. There is no showing of bad faith on the part of plaintiffs' counsel with respect to the position taken in this litigation. It is apparent that the labor representatives, without formal Union action, encouraged the Trustees to bring this action and pay substantial amounts for its prosecution out of Trust funds rather than resorting to customary collective bargaining procedures, knowing the issue had been left unresolved at the bargaining table. ERISA has been a highly effective and important piece of labor relations legislation, but it was intended to require all trustees to function solely as neutrals. Any effort to extend pension funds into advocacy roles interjects the federal courts into matters that should more properly remain, as our traditions dictate, for resolution through collective bargaining.
(24) UPS claimed entitlement to attorney fees against plaintiffs in its answer and renewed its request in generalized terms at the conclusion of its oral argument, contending that this litigation has been pursued to trial in bad faith.
Attorney fee claims in this Court must be resolved pursuant to Local Rule 215(a). A status conference with respect to any attorney fee claim is set for December 14, 1990, at 9:00 a.m. in Courtroom No. 6.
Defendant shall have its costs, to be fixed by the Clerk of Court, covering both trial and all pretrial and summary judgment proceedings.
An appropriate Order is attached.
ORDER - October 29, 1990, Filed
In accordance with the Court's Findings of Fact and conclusions of Law filed this day, it is hereby
(1) Judgment is entered in favor of the defendant on the complaint.
(2) The complaint is dismissed with prejudice.
(3) Defendant's application for attorney fees shall proceed in accordance with Local Rule 215(a), and a status conference pursuant thereto is set for December 14, 1990, at 9:00 a.m in Courtroom No. 6.