In the United States Court of Appeals For the Second Circuit _________________

August Term 2023 Argued: February 22, 2024 Decided: February 5, 2025

Docket No. 23-634

XEROX CORPORATION,

Petitioner-Appellee,

v.

LOCAL 14A, ROCHESTER REGIONAL JOINT BOARD, XEROGRAPHIC DIVISION WORKERS UNITED,

Respondent-Appellant.

_________________ Before: WESLEY, CHIN, and LEE, Circuit Judges. _________________

Xerox Corporation (“Xerox”) filed a petition, under Section 301 of the Labor Management Relations Act (“LMRA”), for injunctive and declaratory relief against Local 14A, Rochester Regional Joint Board, Xerographic Division Workers United (the “Union”). After the collective bargaining agreement between Xerox and the Union expired, Xerox terminated retiree benefits. The Union argued that Xerox could not unilaterally terminate vested benefits and sought to enforce the expired agreement’s arbitration provision. In its LMRA petition, Xerox sought to stay and enjoin arbitration. The United States District Court for the Western District of New York (Geraci, J.) granted Xerox’s petition, concluding that the Union’s grievance was not arbitrable under the parties’ expired collective bargaining agreement. The district court reasoned that the Union had failed to identify language in the agreement that could be understood to have promised vested benefits beyond the agreement’s expiration, and, regardless, the reservation-of-rights clause in plan documents barred an interpretation that benefits had vested.

On appeal, the Union argues that the district court erred. We agree. First, the Union identified language that could be reasonably understood as guaranteeing benefits beyond the contract’s expiration or as constituting deferred compensation. Second, the reservation-of-rights clause in plan documents did not conclusively bar an interpretation that benefits had vested. To discern the parties’ intent, the appropriate trier of fact would need to consult extrinsic evidence.

Accordingly, we VACATE the district court’s judgment and REMAND for further proceedings. _________________ FOR PETITIONER-APPELLEE: TODD R. SHINAMAN (Michael J. Lingle, on the brief), Nixon Peabody LLP, Rochester, NY. FOR RESPONDENT-APPELLANT: MICHAEL DOLCE, Hayes Dolce, Buffalo, NY. _________________ WESLEY, Circuit Judge:

This appeal concerns the enforceability of an arbitration provision in an expired collective bargaining agreement (“CBA”). For decades, Xerox and the Union entered successive CBAs. That pattern has since ceased. In 2018, Xerox and

2 the Union entered what remains their most recent CBA. That CBA expired in 2021; there has been no successor agreement.

After the 2018–21 CBA 1 expired, Xerox announced modifications to health benefits provided to employees who retired before the CBA’s expiration. In January 2022, Xerox made its modifications effective. By the Union’s count, Xerox terminated retiree benefits for thousands of retirees and their families. Thereafter, the Union filed a grievance and demanded arbitration, arguing that the benefits had vested under a CBA and could not be terminated.