## Facts

- James T. Williams worked for Wright Pest Control Co. (WPCC) from 1947 and discussed retirement terms with WPCC’s president, Fred P. Wright, Jr.
- On October 23, 1981, Wright delivered a written letter promising retirement benefits effective January 1, 1982.
- The letter promised, among other items, (1) $500 monthly payments and (2) continued payment of certain life and medical insurance premiums for Williams and his wife.
- The letter also promised additional perquisites (e.g., country club dues, automobile and telephone expenses).
- The letter stated benefits would continue until Williams’s death or until he no longer needed them.
- WPCC funded the benefits from general corporate assets and treated the payments as retirement pay; Williams received the promised benefits until September 1984.
- In 1984 WPCC reduced certain perquisites but continued the monthly payments and insurance coverage.
- In September 1985 Wright informed Williams that WPCC’s dissolution and pending asset sale required terminating Williams’s retirement benefits, which ended in late 1985.

## Issues

1. Whether the promised retirement arrangement constituted an ERISA “plan, fund, or program” as an employee welfare benefit plan and/or employee pension benefit plan.
2. Whether ERISA preempted Williams’s state-law contract claims, and whether any claims for benefits not covered by ERISA could proceed under state contract law.

## Decision

- The court reversed summary judgment on the ERISA claim, holding that at least some benefits in the letter (including the monthly payments and ongoing insurance coverage) constituted an ERISA plan.
- The court held that payment from general corporate assets did not defeat ERISA coverage.
- The court affirmed summary judgment to the extent state-law contract claims sought to recover ERISA-covered benefits because those claims were preempted.
- The court reversed summary judgment as to state-law contract claims seeking benefits not covered by ERISA (certain perquisites) and remanded for further proceedings.

## Legal Principles

- An ERISA “plan, fund, or program” exists if surrounding circumstances allow a reasonable person to ascertain the intended benefits, class of beneficiaries, source of financing, and procedures for receiving benefits.
- A promise of retirement-type periodic payments and ongoing insurance coverage can require an ongoing administrative scheme and qualify as an ERISA plan even if created by a single employer letter.
- Funding benefits from an employer’s general assets does not, by itself, determine ERISA coverage.
- ERISA preempts state-law claims that seek to enforce rights to benefits covered by an ERISA plan, but does not preempt state-law claims directed solely at non-ERISA benefits.

## Conclusion

The court held that the employer’s written retirement promise created an ERISA plan as to the monthly retirement payments and continued insurance coverage, requiring reversal of summary judgment on the ERISA claim and preempting state contract remedies for those ERISA benefits; however, contract claims for non-ERISA perquisites survived and were remanded.


Williams v. Wright, 927 F.2d 1540 (11th Cir. 1991)