This section contains the nature of the case and procedural background.

Continental offered a Voluntary Special Retirement Program (VSRP) to its employees who had 85 years of combined age and service (with a minimum of 55 years of age and 10 years of service). The VSRP included a monthly Health Care Allowance (HCA), a welfare benefit that was offered to all retirees. The HCA was very different for early retirees. Ps claim that the explanatory materials expressed Continental's intent to vest the HCA benefit, and others which D claims did just the opposite. The early retirees were also told, both orally and in writing, that the HCA benefit would be a 'lifetime benefit.' Ps are three of the 347 Continental employees who accepted early retirement under the VSRP in early 1992. Continental was acquired by D in 1995. D notified the early retirees that their HCA benefit would be eliminated as of January 1, 1999. Ps sued D for violation of § 502(a)(1)(B) of ERISA, § 1132(a)(1)(B), for wrongfully failing to pay benefits in violation of § 404, common law bilateral contracts, and promissory estoppel. The retirement package in this case involves a complicated construction of enhancements to the general retirement plan in effect at the time. Continental's general retirement plan documents--which (together with their reservations of rights clauses) D argues are part of the VSRP-- include the 1990 Comprehensive Health Care and Dental Plan of the Continental Corporation. D had also amended the 1990 Plan and created the 1996 Continental Insurance Company Retiree Group Medical and Dental Plan which became effective in October 1998. Continental had supplied Ps with several documents at the time it solicited their participation in the VSRP. Ps allege that Continental made oral representations to the potential early retirees regarding the nature of the HCA benefit. The HCA was consistently described as a 'lifetime' benefit. None of the documents specifically discussed that the VSRP contained a disclaimer nor did anyone bring that point up to any Ps. The district court eventually granted summary judgment to D. Ps appealed.

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