Amcor Pension Trust [Ireland] Company Ltd by Guarantee v Amcor Holding No. 1 Ltd

• Jurisdiction: Ireland
• Court: High Court
• Judge: Mr. Justice Denis McDonald
• Judgment Date: 28 March 2025
• Neutral Citation: [2025] IEHC 176
• Docket Number: 2022/200SP

In the Matter of Amcor Pension Scheme (Ireland)

Between

Amcor Pension Trust (Ireland) Company Limited by Guarantee

Applicant

and

Amcor Holding No. 1 Limited

Respondent

[2025] IEHC 176

2022/200SP

THE HIGH COURT

COMMERCIAL

Pension scheme – Termination – Implied term – Applicant seeking the determination of questions – Whether the respondent was obliged to provide reasonable notice to the applicant prior to terminating its liability to pay contributions to the fund pursuant to a provision of the relevant pension scheme deed

Facts: The applicant, Amcor Pension Trust (Ireland) Company Limited by Guarantee (the trustee of the Amcor Pension Scheme (Ireland)), asked the High Court to determine a question relating to the interpretation of the relevant scheme documents: Is the respondent, Amcor Holding No. 1 Limited (the employer of the scheme) obliged to provide reasonable notice to the applicant prior to terminating its liability to pay contributions to the fund pursuant to Clause 5(4) of the Definitive Trust Deed and Rules dated 20 February 2008 (the 2008 deed)? The trustee and the employer adopted different interpretations of the relevant provision of the deed dealing with termination. The employer contended that the relevant provision, by its terms, expressly permits it to serve a notice of termination with immediate effect. The trustee disputed that interpretation and contended that a reasonable notice period must be given to enable the trustee to (among other things) make a demand on the employer for further contributions to the scheme in order to secure the benefits expressly contemplated by the scheme. The trustee advanced its claim on two bases. In the first place, it alleged that the scheme documents, when properly interpreted, require the employer to give reasonable notice of its intention to terminate contributions. In the alternative, the trustee maintained that a term should be implied into the scheme documents to that effect.

Held by McDonald J that Clause 5(4) cannot be construed as requiring the employer to give reasonable notice of its intention to terminate the payment of contributions. He held that the clause does not contain language to the effect that such advance notice is required. In his view, that also remains the case when the clause is read in light of the provisions of the 2008 deed as a whole and in light of the relevant factual matrix. When read in that way, he could see no scope to interpret Clause 5(4) in the manner advocated by the applicant; on the contrary, the applicant’s approach involved a rewriting of the terms of the 2008 deed and a decisive shifting of the balance of power in favour of the members in a manner that could not be justified by the words of the 2008 deed read in context. He found that it was not open to the Court, on an exercise of this kind, to rewrite the deed. He was of the view that the proposed implied term did not satisfy the B.P. Refinery test (B.P. Refinery (Westernport) Pty Ltd v Shire of Hastings (1977) 180 CLR 266) approved in Flynn v Breccia [2017] IECA 74. He held that this alternative basis for the applicant’s case must be rejected.

McDonald J was of the opinion that the respondent was not obliged to provide reasonable notice to the applicant prior to terminating its liability to pay contributions to the fund pursuant to Clause 5(4) of the 2008 deed.

Questions determined.

JUDGMENT of Mr. Justice Denis McDonald delivered on 28 ^th March 2025

Contents

Introduction	2
Background	3
The notice of termination	5
The initiation of proceedings by the applicant	10
Relevant Provisions of the 2008 Deed	10
Principles applicable to the interpretation of a pension deed	15
Construing the 2008 Deed in light of the applicable principles: the arguments of the parties	20
Construing the 2008 Deed: discussion and analysis	31
Conclusion in respect of the interpretation of the 2008 Deed	41
The applicant's alternative case based on implication of a term	41
The principles which apply in relation to the implication of terms	42
The arguments of the parties in relation to the implication of a term into the Scheme to require reasonable notice of termination to be given	53
Discussion and analysis of the issue in relation to the implication of a term	60
Conclusion on the implication of a term	69
Overall conclusion	69
The Order to be made	69

Introduction

1 . In these proceedings, the trustee of a pension scheme has asked the court to determine two questions relating to the interpretation of the relevant scheme documents. These questions 1 relate in particular to the interpretation of a provision of the relevant pension scheme deed which enables the employer to terminate its liability to pay contributions to the scheme. The trustee and the employer have adopted different interpretations of the relevant provision of the deed dealing with termination. The employer contends that the relevant provision, by its terms, expressly permits it to serve a notice of termination with immediate effect. The trustee disputes this interpretation and contends that a reasonable notice period must be given to enable the trustee to (among other things) make a demand on the employer for further contributions to the scheme in order to secure the benefits expressly contemplated by the scheme. The trustee advances its claim on two bases. In the first place, it alleges that the scheme documents, when properly interpreted, require the employer to give reasonable notice of its intention to terminate contributions 2. In the alternative, the trustee maintains that a term should be implied into the scheme documents to that effect.

2 . The pension scheme in issue is the Amcor Pension Scheme (Ireland) (which I shall refer to as “ the Scheme”) which was established to provide retirement and other benefits to employees of Amcor Flexibles Dublin Limited (which I shall refer to as “Amcor Dublin”) and their families. The respondent has since become the principal employer of the Scheme and is the entity that is (or was) liable to contribute to it, subject to the terms of the Scheme, in order to make provision for the benefits of its members. The applicant is the sole trustee of the Scheme.

3 . The Scheme is governed by a Definitive Trust Deed and Rules dated 20 ^th February, 2008 (which I shall refer to as “the 2008 Deed”). The relevant provision of the 2008 Deed dealing with the right of the employer to terminate contributions to the Scheme by notice to the trustee is Clause 5(4) which provides as follows:-

“An Employer may at any time, by notice in writing to the Trustees, terminate its liability to pay contributions to the Fund. Any notice of termination is without

prejudice to any obligation of the Employer to pay contributions to the Fund in respect of any period before the effective date of the notice.”

4 . In these proceedings, the applicant seeks the determination of the following questions:

• (a) Is the respondent obliged to provide reasonable notice to the applicant prior to terminating its liability to pay contributions to the Fund pursuant to Clause 5(4) of the 2008 Deed?

• (b) If the answer to (a) is yes, the applicant poses two further questions:

  • (i) what is the period of reasonable notice required; and

  • (ii) is a notice purporting to terminate the respondent's liability to pay contributions to the Fund which fails to provide reasonable notice to the applicant valid and effective. In this context, the respondent has conceded that, if the applicant succeeds on (a) and b(i) above, it follows that the notice of termination served by it in this case was ineffective to terminate its liability to contribute to the Scheme.

Background

5 . The Scheme was originally established on 26 ^th March, 1991 by LMG (Ireland) Limited (which I shall refer to as “LMG”) for its employees who worked, at that time, in its printing and packaging business. The principal employer under the Scheme at that time was LMG. At some subsequent point, the principal employer became Alcan Packaging Dublin Limited (which I shall refer to as “Alcan”) which later changed its name and became Amcor Dublin. The Scheme is a defined benefit scheme and was funded by contributions paid by the principal employer and by members of the Scheme. For the first 8 months of its existence, the Scheme was governed by an Interim Trust Deed dated 26 ^th March 1991 made between LMG and an earlier trustee namely Superior Packaging Pension Trustee Limited (which I shall refer to as “SPPL”). Clause 2(2) of the Interim Deed provided that, until a definitive trust deed was executed, the trustee was to hold the fund on trust in providing the retirement and other benefits set out in proposals annexed to the Deed. The proposals envisaged payment of pension at the rate of 1/47 ^th of final pensionable salary for every year or part of year of service with increases in accordance with the Consumer Price Index ( “CPI”) subject to a maximum of 4% per annum.

6 . On 25 ^th November, 1991, SPPL was replaced as trustee by the applicant (then called Lawson Mardon Pension Trust (Ireland) Limited. At the same time, the provisions of the Interim Trust Deed were replaced by a Definitive Trust Deed and Rules. In February 2008, the 1991 Deed was, in turn, replaced by a second Definitive Trust Deed namely the 2008 Deed. This also coincided with the date on which Amcor Dublin replaced LMG as principal employer. Amcor Dublin operated a snacks and confectionery plant in Dublin and employed the members of the Scheme.

7 . As of 31 ^st December, 2008, the Scheme had a deficit of €10.2 million calculated by reference to the Minimum Funding Standard prescribed by Part IV of the Pensions Act 1990. It should be noted that the Minimum Funding Standard is a statutory requirement. It does not take into consideration the specific...