Becker v. Midwest Stamping & Manufacturing Company Profit Sharing Plan, 2000 U.S. App. LEXIS 15805 (6^th Cir. June 29, 2000) (unpublished)-This court affirmed the district court's summary judgment against Becker and other former employees of Midwest on their claim that Midwest violated 29 U.S.C. § 1132(a)(1)(B), when it denied the employees a share of the sale of stock from ESOP held in escrow.  The ESOP sold the stock and held the proceeds in escrow pending IRS approval.  The plaintiffs quit working after the stock sale but before the plan administrator allocated the proceeds.  The company reasoned that since the plaintiffs had elected, after retirement, to accept a lump sum distribution of their account balances, and waive any further payment obligation, they were not entitled to escrow proceeds for a year in which they were no longer participants. Plaintiffs made no contributions to the Plan in 1995 or 1996, and so could not reasonably expect to receive the benefits of participation.

The plaintiffs argued that under the Plan's definition of "participant" they were technically still participants, since it stated "all employees on March 22, 1993, who were Participants in the [Profit Sharing] Plan on March 21, 1993, shall continue to be Participants . . .." Midwest's interpretation was that this statement simply referred to the fact that Participants would not lose rights because of the March 21, 1993 merger which occurred. This court concluded that although Plaintiffs' interpretation of "participant" may not have been unreasonable, when two reasonable interpretations are offered, under the arbitrary and capricious standard of review, it must defer to the Plan Administrator's interpretation.