Trustees of Sheet Metal Workers Local 7 Zone 1 Pension Fund v. PRO SERVICES, INC., a Michigan Corporation

RECOMMENDED FOR PUBLICATION
Pursuant to Sixth Circuit I.O.P. 32.1(b)
File Name: 23a0081p.06
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
TRUSTEES OF SHEET METAL WORKERS LOCAL 7 ZONE
1 PENSION FUND; TRUSTEES OF SHEET METAL
WORKERS LOCAL 7 ZONE 1 HEALTH AND WELFARE
FUND; TRUSTEES OF SHEET METAL WORKERS LOCAL 7
ZONE 1 FIVE CITIES ASSOCIATION JOINT
APPRENTICESHIP AND TRAINING FUND,
Plaintiffs-Appellants,
v.
PRO SERVICES, INC., a Michigan Corporation,
Defendant-Appellee.
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No. 22-1566
Appeal from the United States District Court
for the Western District of Michigan at Grand Rapids.
No. 1:18-cv-01443—Jane M. Beckering, District Judge.
Argued: January 11, 2023
Decided and Filed: April 21, 2023
Before: BATCHELDER, STRANCH, and DAVIS, Circuit Judges.
_________________
COUNSEL
ARGUED: Frank D. McAlpine, East Lansing, Michigan, for Appellants. Elizabeth A. Favaro,
GIARMARCO, MULLINS & HORTON, P.C., Troy, Michigan, for Appellee. ON BRIEF:
Frank D. McAlpine, East Lansing, Michigan, for Appellants. Elizabeth A. Favaro,
GIARMARCO, MULLINS & HORTON, P.C., Troy, Michigan, for Appellee.
>

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No. 22-1566 Trustees of Sheet Metal Workers Local 7,
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_________________
OPINION
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JANE B. STRANCH, Circuit Judge. The trustees of three multi-employer benefit funds
(“the Funds”)1 sued Pro Services, Inc. under the Employee Retirement Income Security Act
(ERISA), 29 U.S.C. § 1001 et seq., and the Labor Management Relations Act (LMRA),
29 U.S.C. § 141 et seq., to recover unpaid benefit contributions allegedly owed by Pro Services.
The issue on appeal is whether a category of Pro Services’ employees—known as Full-Service
Maintenance Technicians (“FMTs”)—performed work covered by the operative collective
bargaining agreement (the “CBA” or “Agreement”), triggering Pro Services’ payment obligation
to the Funds for the hours worked by the FMTs.
The district court granted Pro Services’ motion for summary judgment—it was
undisputed that the FMTs worked in manufacturing, and the court concluded that the CBA
covered workers in the construction industry based only on a caption in the CBA. For the
reasons stated below, we REVERSE the district court’s grant of summary judgment, and
remand the case for further proceedings.
I. BACKGROUND
This case was originally consolidated with a companion case brought against Pro
Services by the trustees of fringe benefits funds for a millwrights’ local union. See Michigan
Reg’l Council of Carpenters Emp. Benefits Fund v. Pro Services, Inc., No. 1:18-cv-01300, 2020
WL 12718831 (W.D. Mich. Aug. 24, 2020) (“Millwrights”). In that companion case, the
Millwrights court denied Pro Services’ motion for summary judgment, determining that the
dispositive issue was “whether and to what extent FMTs perform work within the work
jurisdiction provision of the Millwright CBA.” Id. at *2. The court first held that the Millwright
CBA’s work jurisdiction provision was unambiguous as to what work was covered and then
1The Funds are: (1) the Sheet Metal Workers Local 7 Zone 1 Pension Fund; (2) Sheet Metal Workers Local
7 Zone 1 Health & Welfare Fund, and (3) the Sheet Metal Workers Local 7 Zone 1 – Five Cities Association Joint
Apprenticeship and Training Fund.

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concluded, based on FMT billing records and deposition testimony, that at least “some FMTs
were performing covered work.” Id. at *6-7. That was sufficient to defeat summary judgment,
the court reasoned, because Pro Services was required to make contributions for all hours in
which covered work was performed. Id. Since Pro Services failed to maintain adequate records,
the court held that a trial was necessary to determine how many hours of covered work the FMTs
performed. Id. Pro Services and the trustees then settled the case, and it was dismissed.
The present case also involves Pro Services, which is a Michigan-based industrial
contractor that supplies skilled trade workers in the construction and manufacturing industries. It
is a member of the Five Cities Association of Michigan, which is a chapter of the Sheet Metal
and Air Conditioning Contractors’ National Association (“SMACNA”), an employer-contractor
association. The Funds were established to provide fringe benefits to sheet metal workers
pursuant to the terms of the CBA, known as “the Agreement between the Five Cities Association
of Michigan and Local Union No. 7-SM, Zone 1 International Association of Sheet Metal, Air,
Rail and Transportation Workers.” The CBA was negotiated by SMACNA and local union
representatives of the International Association of Sheet Metal, Air, Rail and Transportation
Workers (“SMART” or “the Union”).2 Pro Services is a signatory to the Agreement. The Funds
are third-party beneficiaries.
A. Relevant Terms of the CBA
The language at the heart of this dispute appears after the cover page and index of the
CBA, at the top of the first internal page:
STANDARD FORM OF UNION AGREEMENT
Form A-01-05
SHEET METAL, ROOFING, VENTILATING AND AIR
CONDITIONING CONTRACTING DIVISIONS OF THE
CONSTRUCTION INDUSTRY
2There are three versions of the CBA in the record, which have different effective dates but are otherwise
identical. One covers the period from May 1, 2011, to April 30, 2013; one covers the period from May 1, 2013, to
April 30, 2016; and one covers the period from May 1, 2016, to April 30, 2020. For ease of reference, we cite the
CBA that was most recently in effect, R. 107-3.

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The first substantive provision of the CBA, Article I, is the Trade Jurisdiction provision.
It provides that “[t]his Agreement covers the rates of pay and conditions of employment of all
employees of the Employer engaged in but not limited to” these listed work activities:
(a) manufacture, fabrication, assembling, handling, erection, installation,
dismantling, conditioning, adjustment, alteration, repairing and servicing of all
ferrous or nonferrous metal work . . . and (g) all other work in the jurisdictional
claims of International Association of Sheet Metal, Air, Rail and Transportation
Workers.
The SMART Constitution specifies its work jurisdiction as including “any and all sheet metal
work used in connection with . . . factories, warehouses, manufacturing plants and commercial
buildings.”
Also of note, Article III of the CBA provides that the “Employer agrees that none but
journeymen, apprentice, preapprentice sheet metal workers shall be employed on any work
described in Article I.” In return, the “Union agrees to furnish . . . sheet metal workers in
sufficient numbers as may be necessary to properly execute work contracted for by the
Employer,” pursuant to Article IV.
The CBA establishes the Funds—the Apprenticeship and Training Fund, the Health and
Welfare Fund, and the Pension Fund—and incorporates their trust documents by reference.
Signatory employers like Pro Services agree to contribute to the Funds “for all hours worked by
sheet metal journeymen and apprentices,” which they are required to hire, and the Union is
required to furnish, for any of the work specified in the CBA’s Trade Jurisdiction. Pro Services
concedes that under the terms of the CBA and trust fund documents, it must contribute to the
fringe benefit funds for work performed within the CBA’s Trade Jurisdiction.
B. Proceedings Below
In December 2018, the Funds sued Pro Services, seeking to recover unpaid contributions
under ERISA. The Funds relied on audits conducted by a third-party firm to allege that nearly
$8 million in contributions and damages arose from hours worked by 230 FMTs employed by
Pro Services, from January 2013 through March 2019.

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In October 2021, the Funds and Pro Services filed cross-motions for summary judgment.
The Funds asserted that Pro Services was using non-union FMTs to perform work covered by the
CBA’s Trade Jurisdiction, in violation of the Agreement, and that Pro Services owed
contributions for all hours of covered work. Based on language in the CBA caption, Pro
Services argued that the CBA applies only to workers in the construction industry, and because
FMTs worked solely in the manufacturing industry, no contributions were owed. Alternatively,
Pro Services sought partial summary judgment as to the 195 FMTs the Funds did not depose,
arguing that the audit was flawed because it did not consider the type of work the FMTs were
performing, and instead assumed all hours worked were covered. The Funds responded that the
standard form caption should not be read to limit the CBA’s Trade Jurisdiction, and that no
substantive provisions of the CBA contained such a limitation.
C. Decision Below
The district court granted Pro Services’ motion for summary judgment and denied the
Funds’ motion. Because the title of the parties’ CBA “expressly identifies the ‘Sheet Metal,
Roofing, Ventilating and Air Conditioning Contracting Divisions of the Construction Industry,’”
the court held that “the class of workers for whom fringe benefit contributions must be made”
was limited to employees performing covered work in the construction industry, “and does not
encompass employees performing covered work in other industries.” R. 125, Opinion & Order,
PageID 3457-58. The court emphasized that incidental sheet metal work by FMTs on factory
floor equipment “does not convert their work to construction,” and therefore the “CBA does not
impose on Pro Services the payment obligation that the Funds allege[.]” Id., PageID 3458.
The Funds sought reconsideration, which the court denied. This timely appeal followed.
II. ANALYSIS
A. Standard of Review
A grant of summary judgment is reviewed de novo and “if the evidence, taken in the light
most favorable to the non-moving party, demonstrates that there are no genuine issues of
material fact for trial,” then “the moving party is entitled to judgment as a matter of law.”

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Orrand v. Scassa Asphalt, Inc., 794 F.3d 556, 560 (6th Cir. 2015) (citing Cent. States, Se. & Sw.
Areas Pension Fund v. Gen. Materials, Inc., 535 F.3d 506, 508 (6th Cir. 2008)). “The district
court’s interpretation of the contractual agreements between the parties is also reviewed de
novo.” Id. at 560-61 (citing Cent. States, Se. & Sw. Areas Pension Fund v. Behnke, Inc., 883
F.2d 454, 458 (6th Cir. 1989)).
B. Governing Law Under ERISA and the LMRA
Although ERISA “is a complex statute,” its “purpose is simple: to establish ‘a uniform
regulatory regime’ for plan administration that protects monies belonging to plan beneficiaries
while such funds are held and managed by others.” Wilson v. Safelite Grp., Inc., 930 F.3d 429,
434 (6th Cir. 2019) (quoting Milby v. MCMC LLC, 844 F.3d 605, 609 (6th Cir. 2016)). To help
achieve this overarching purpose, ERISA requires “written agreements governing the creation
and management of multi-employer fringe benefit funds.” Orrand, 794 F.3d at 561; see 29
U.S.C. § 1102(a)(1). This writing requirement “lends certainty and predictability to employee
benefit plans, serving the interests of both employers and their employees.” Orrand, 794 F.3d at
561. Accordingly, employee benefit plans must “specify the basis on which payments are made
to and from the plan.” 29 U.S.C. § 1102(b)(4). ERISA further provides that “[e]very employer
who is obligated to make contributions to a multiemployer plan under the terms of the plan or
under the terms of a collectively bargained agreement shall . . . make such contributions in
accordance with the terms and conditions of such plan or such agreement.” 29 U.S.C. § 1145.
For benefit plans established through collective bargaining, Section 302 of the LMRA,
29 U.S.C. § 186(a), “bars an employer from contributing to benefit trusts designated by
employee representatives unless the payments are ‘made in accordance with a written agreement
with the employer.’” Orrand, 794 F.3d at 561–62 (quoting Behnke, Inc., 883 F.2d at 459).
“Written agreements are required to prevent misappropriation or dissipation of monies that are
owed to the employees.” Operating Eng’r’s Loc. 324 Health Care Plan v. G & W Const. Co.,
783 F.3d 1045, 1051 (6th Cir. 2015). Fund trustees, like the appellants here, are charged with
collecting contributions and holding the monies in trust for the exclusive benefit of plan
beneficiaries.

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To interpret a CBA establishing an ERISA plan, the court employs “ordinary contract
principles to the extent those principles are not inconsistent with federal labor policy.” Id. at
1051 (citing M & G Polymers USA, LLC v. Tackett, 574 U.S. 427, 435 (2015)). And when
enforcing ERISA plans, the “principle that contractual provisions ordinarily should be enforced
as written is especially appropriate.” Heimeshoff v. Hartford Life & Acc. Ins. Co., 571 U.S. 99,
108 (2013). Thus, “[w]here the words of a contract in writing are clear and unambiguous, its
meaning is to be ascertained in accordance with its plainly expressed intent.” M & G Polymers,
574 U.S. at 435 (quoting 11 R. Lord, Williston on Contracts § 30:6, p. 108 (4th ed. 2012)).
C. The Substantive Provisions of the CBA Govern
1. The Role of Titles
The first issue concerns the role titles play in determining the meaning of a contract. The
parties agree that the relevant canon of construction is the title and headings canon, and that the
seminal Supreme Court decision, Brotherhood of Railroad Trainmen v. Baltimore & Ohio
Railroad Co., 331 U.S. 519 (1947), governs.3 Trainmen held that headings and titles “are of use
only when they shed light on some ambiguous word or phrase,” reasoning that as “tools available
for the resolution of a doubt,” they “cannot undo or limit that which the text makes plain.” Id. at
529. In other words, “headings and titles are not meant to take the place of the detailed
provisions of the text,” and they “cannot limit the plain meaning of the text.” Id. at 528-29. The
Third Circuit has similarly held that the “title of a section cannot contradict or rewrite the plain
language of the contractual provisions within that section. ‘Contract headings do not constitute
controlling evidence of a contract’s substantive meaning.’” In re G-I Holdings, Inc., 755 F.3d
195, 203 (3d Cir. 2014) (quoting Fulkerson v. MHC Operating Ltd., 01C–07–020, 2002 WL
32067510, at *5 (Del. Super. Ct. Sept. 24, 2002)). Our cases employ the same analysis. See
3Pro Services suggests the Funds waived the argument that the title of the CBA conflicts with the text
because they did not raise it until their motion for reconsideration. Not so: the Funds addressed this argument in
their response to Pro Services’ Motion for Summary Judgment. See R. 109, Funds’ Response to Pro Services’ Mot.
for Summ. J., PageID 3157-65. It is, moreover, the district court’s duty to apply the correct legal standards when
resolving questions of law such as this. In any event, forfeiture would be excused under Johnson v. Ford Motor Co.,
13 F.4th 493, 504-05 (6th Cir. 2021), because this is purely a legal issue and Pro Services was provided and
employed a full opportunity to respond below.

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Spurr v. Pope, 936 F.3d 478, 488 (6th Cir. 2019) (quoting Antonin Scalia & Bryan A. Garner,
Reading Law: The Interpretation of Legal Texts 222 (2012) (“[A] title or heading should never
be allowed to override the plain words of a text.”); see also Tonguette v. Sun Life & Health Ins.
Co., 595 F. App’x 545, 547 (6th Cir. 2014) (noting that a heading “cannot be used to create
ambiguity, but can be used to resolve it”).
The district court did not apply these principles in its analysis. Instead, it found that the
title “Sheet Metal, Roofing, Ventilating and Air Conditioning Contracting Divisions of the
Construction Industry . . . limits the class of workers for whom fringe benefit contributions must
be made.” R. 125, PageID 3457 (emphasis added). It is true that the phrase “construction
industry” had long been included in a caption in the form agreement. The title and headings
canon governs, however, and looks first to the agreed-upon substantive terms within the
Agreement.
Before considering a title, courts must first decide whether a substantive provision of the
agreement is ambiguous. Only if a substantive provision is ambiguous may the court then
consider the title or heading to resolve that ambiguity. See United States v. Cain, 583 F.3d 408,
416 (6th Cir. 2009) (“[C]onsidering the title is not appropriate unless the [provision] is
ambiguous.”); Tonguette, 595 F. App’x at 547 (considering an ERISA plan provision’s heading
only after finding that “[r]ead in isolation, the [] language appears ambiguous”). The decision
below relied on International Multifoods Corp. v. Commercial Union Insurance Co., 309 F.3d 76
(2d Cir. 2002), for the proposition that contracts must be “read as a whole, including any
introductory clause or heading, to determine the intent of the parties.” R. 125, PageID 3456
(quoting id. at 85). But in that case, the Second Circuit found that the substantive provision at
issue in the contract was ambiguous. Int’l Multifoods, 309 F.3d at 85-86. And in Tonguette, we
cited International Multifoods not to say that headings should be considered as part of the whole
document, but instead to say that a provision’s heading “cannot be used to create ambiguity,”
although it can be “used to resolve it.” 595 F. App’x at 547 (citing Int’l Multifoods, 309 F.3d at
85). International Multifoods is compatible with our precedent and does not support
consideration of a caption before deciding that a CBA’s substantive provisions are ambiguous.
The law is clear that titles and headings “cannot limit the plain meaning of the text.”

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See Trainmen, 331 U.S. at 528-29; see also Cain, 583 F.3d at 416. Only if a provision is
ambiguous may the court consider the title or heading as part of the contract “as a whole,” see
Int’l Multifoods, 309 F.3d at 85, along with other relevant extrinsic evidence such as “known
customs or usages in a particular industry,” M & G Polymers, 574 U.S. at 439.
Pro Services then attempts to distinguish between “doubt” and “ambiguity,” arguing that
titles can be considered to resolve doubt, which it suggests may arise even in an unambiguous
contract. But this misreads Trainmen, which held that titles are of use “only when they shed
light on” an “ambiguous” provision. 331 U.S. at 529. Nor does Tonguette indicate that doubt
and ambiguity are somehow different. Tonguette found the provision’s language was
ambiguous, saying nothing about whether it raised “doubt.” 595 F. App’x at 547. Likewise, Pro
Services’ citation to Burrows v. Delta Transportation Co., 64 N.W. 501 (Mich. 1895)—a
Michigan Supreme Court case from 1895—is inapposite. That case did not talk about the title
and headings canon, but involved the rule of construction that requires “a reasonable
interpretation be given to the language used in the provisions so as to accomplish the object
sought to be reached.” Id. at 509. It contained no discussion of “doubt”—or ambiguity, for that
matter. The governing law does not recognize a material distinction between doubt and
ambiguity.
In light of the title and headings canon, elucidated in Trainmen and reaffirmed by this
court in Spurr and Tonguette, the standard form caption could not be used to limit the application
of the CBA’s substantive terms, without the court first finding that those substantive provisions
were ambiguous and employing a review of extrinsic evidence.
2. The CBA’s Provisions
As explained in the companion Millwrights case, the underlying issue is whether the
FMTs here were performing covered work, and our examination begins with whether the CBA is
ambiguous as to which employees are covered. “Whether a contract term is ambiguous is a
question of law for the court to determine.” Nw. Ohio Adm’rs, Inc. v. Walcher & Fox, Inc., 270
F.3d 1018, 1025 (6th Cir. 2001). “Where a contract’s meaning is clear on its face, that meaning
controls. Where a contractual provision ‘is subject to two reasonable interpretations,’ however,

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that provision is deemed ambiguous, and the court may look to extrinsic evidence” to help
construe it. In re AmTrust Fin. Corp., 694 F.3d 741, 750 (6th Cir. 2012) (quoting Wulf v.
Quantum Chem. Corp., 26 F.3d 1368, 1376 (6th Cir. 1994)). We have repeatedly held that
“[t]rue linguistic ambiguities are ‘rare in contract cases.’” Watkins v. Honeywell Int’l Inc., 875
F.3d 321, 323-24 (6th Cir. 2017) (quoting Stryker Corp. v. Nat. Union Fire Ins. Co., 842 F.3d
422, 426 (6th Cir. 2016)).
The CBA’s Trade Jurisdiction provision provides that the Agreement “covers . . . all
employees of the Employer engaged in but not limited to the: (a) manufacture, fabrication,
assembling, handling, erection, installation, dismantling, conditioning, adjustment, alteration,
repairing and servicing of all ferrous or nonferrous metal work . . .[,]” as well as “all other work
included in the jurisdictional claims of the International Association of Sheet Metal, Air, Rail
and Transportation Workers.” The SMART Constitution’s jurisdictional claims include “[a]ny
and all sheet metal work used in connection with . . . factories, warehouses, manufacturing plants
and commercial buildings.”
The CBA’s Trade Jurisdiction provision is unambiguous; its plain meaning is that the
Agreement covers all employees of Pro Services engaged in the sheet metal work described,
regardless of industry, and regardless of whether they work in “manufacture,” “installation,” or
“repairing and servicing,” to name a few examples. This makes sense because—as the Funds
argue—the sheet metal trade is used in construction, manufacturing, mining, transportation, and
many other industries. The language of Article I, which incorporates the SMART Constitution’s
jurisdictional claims, describes covered work activities in both the construction and
manufacturing industries, rather than limiting coverage to just the construction industry.
Relying only on the dictionary, Pro Services argues that the use of the word “jobsite” in
Article III implies that the CBA is limited to the construction industry because the plain and
ordinary meaning of jobsite “is a location where construction work is performed.” This
argument is unavailing. Even if we assume that “jobsite” exclusively implicates construction
work, this CBA employs a number of other terms. For example, the Trade Jurisdiction provision
states that the Agreement covers the “operating of all automated or computer controlled

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fabricating equipment in the shop.” And Article VIII provides for the “minimum rate of wages
for journeymen sheet metal workers covered by this Agreement when employed in a shop or on
a job.”
It is commonplace for a trade jurisdiction provision to define and determine a CBA’s
coverage, regardless of whether employees are members of a particular industry, or even
members of the union. For example, we have explained that “contributions were contractually
required for all employees—not only for Union employees” where the employees covered by
trust agreements were “defined by the nature of their work and not their union status.” Trs. of
B.A.C. Loc. 32 Ins. Fund v. Fantin Enters., Inc., 163 F.3d 965, 970 (6th Cir. 1998) (quoting
Pipefitters Welfare Fund, Local 597 v. Stangard Refrigeration Serv., Inc., No. 83 C 6374, 1984
U.S. Dist. LEXIS 15244, at *6 (N.D. Ill. 1984)); see also Bds. of Trs. of Ohio Laborers’ Fringe
Ben. Programs v. Jenkins, 283 F. App’x 315, 318 (6th Cir. 2008).
Here, the CBA is unambiguous as to what work is covered. As in the companion
Millwrights case, the question becomes whether Pro Services’ FMTs were performing covered
work, because the Funds are entitled to recover unpaid benefits contributions for the hours that
covered work was performed. In their briefing below, the Funds cited deposition testimony from
some FMTs who said they performed sheet metal work on a regular basis. As the Millwrights
court explained, “[t]he existence of some covered work is sufficient to defeat Pro Services’
motion for summary judgment.” 2020 WL 12718831, at *7. Because there is a genuine dispute
of material fact as to how much covered work the FMTs performed, summary judgment is
inappropriate. As the Millwrights court noted, however, the district court need not “simply
accept the audit at face value and use that to determine what payments remain unpaid . . .
because it is based on the fundamentally flawed premise that every hour worked by every FMT
was covered work.” Id. On remand, the central question identified by the court in the
Millwrights case is necessarily raised: were the FMTs performing work covered by the CBA’s
Trade Jurisdiction provision, and if so, how much?

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III. CONCLUSION
For the foregoing reasons, we REVERSE the grant of summary judgment, and remand
the case for further proceedings consistent with this opinion.

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