United States Court of Appeals For the First Circuit

No. 21-1833

UNITED STEEL, PAPER AND FORESTRY, RUBBER, MANUFACTURING, ENERGY, ALLIED INDUSTRIAL AND SERVICE WORKERS INTERNATIONAL UNION, AFL- CIO/CLC; UNITED STEELWORKERS, LOCAL 12003,

Plaintiffs, Appellants,

v.

NATIONAL GRID; BENEFITS COMMITTEE OF NATIONAL GRID USA SERVICE COMPANY, as Plan Administrator for the Boston Gas Company Union Employees Pension Plan,

Defendants, Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS

[Hon. Timothy S. Hillman, U.S. District Judge]

Before

Lynch, Kayatta, and Gelpí, Circuit Judges.

Matthew Lutwen, with whom Katharine J. Shaw, Alfred Gordon O'Connell, and Pyle Rome Ehrenberg PC were on brief, for appellants. Patrick M. Collins, with whom Ogletree, Deakins, Nash, Smoak & Stewart, P.C. was on brief, for appellees.

June 28, 2022 LYNCH, Circuit Judge. This case arises at the

intersection of fiduciary-responsibility law under the Employee

Retirement Income Security Act ("ERISA"),

, et

seq., and federal labor arbitration law under the Federal

Arbitration Act ("FAA"),

, et seq., and the Labor

Management Relations Act of 1947 ("Taft-Hartley Act"),

, et seq. It requires a close examination of the governing

documents to determine whether the district court erred in denying

arbitration requested by the United Steel, Paper and Forestry,

Rubber, Manufacturing, Energy, Allied Industrial and Service

Workers International Union, AFL-CIO, CLC, and the United

Steelworkers Local 12003 (collectively, "Union") on behalf of two

former employees of the Boston Gas Company -- since acquired by

National Grid ("Company") -- as to their claims for pension

benefits. The only question we decide is whether certain disputes

in this case must go to arbitration under the pertinent documents.

The Union represented the two members, Harry Barnard and

Andrew Colleran, in filing grievances asserting that they had been

improperly underpaid their pensions upon retirement from the

Company. The Union submitted the grievances to the pertinent Joint

Pension Committee ("JPC"), formed under the Boston Gas Company

Union Employees' Pension Plan ("BGC Pension Plan"). The JPC

deadlocked in a tie and was unable to resolve the dispute. As the

terms of the BGC Pension Plan provided in the case of a deadlock,

- 2 - the Union then sought arbitration over the grievances; the Company

refused to arbitrate.

The Union next filed a complaint in federal court against

the Company and the Retirement Plans Committee of National Grid

USA Service Company as plan administrator for the BGC Pension Plan

("Plan Administrator"), seeking to compel arbitration over the

dispute. The district court declined to order arbitration as

called for in the BGC Pension Plan. United Steel, Paper &

Forestry, Rubber, Mfg., Energy, Allied Indus. & Serv. Workers Int'l

Union, AFL-CIO v. National Grid, No. 20-11491,

, at

*6 (D. Mass. Sept. 28, 2021).

We reverse, remand, and direct the district court to

refer the matter to arbitration.

I. Background

A. Key Documents

We describe in detail the key documents in this case:

the collective bargaining agreement ("CBA"), the KeySpan

Retirement Plan ("Master Plan"), and the BGC Pension Plan, a

component plan of the Master Plan.1 The parties each argue that

1 In 2000, KeySpan Corporation acquired Eastern Enterprises, the parent company of Boston Gas Company. See S. Moeller, Local Gas Company Buyout Competed, Cape Cod Times (Nov. 25, 2000, 1:00 AM), https://www.capecodtimes.com/story/news/2000/ 11/25/local-gas-company-buyout-completed/51013887007/. In 2007, National Grid, in turn, acquired KeySpan Corporation. See National Grid, KeySpan Complete $11.8B Merger, Nat. Gas Intel. (Aug. 27,

- 3 - the text of these documents requires judgment in their favor. The

Union and the Company are parties to the CBA, which sets forth

pension benefits for certain employees. These benefits are

described in further detail in the Master Plan and in Addendum M

to the Master Plan, which is the BGC Pension Plan.

The Master Plan details certain provisions of the

pension plan for all National Grid employees, regardless of the

acquired company for whom the employees originally worked. The

BGC Pension Plan provides for additional governing terms for Union

members formerly employed by the Boston Gas Company and its

successors, like Barnard and Colleran. It provides for the

creation of the JPC and the delegation of certain Plan

Administrator fiduciary obligations to the JPC.

1. Collective Bargaining Agreement

The current CBA is in effect from January 20, 2019, to

June 16, 2024. The CBA provides, inter alia, for pension benefits

for employees hired before January 20, 2019. The CBA refers to

2007), https://www.naturalgasintel.com/national-grid-keyspan-comp lete-11-8b-merger-2/. The Master Plan retained the "KeySpan" title despite the acquisition. The Master Plan contains twenty different component plans that were each merged into the Master Plan because the Company (National Grid) has acquired a number of companies over time that each had their own pension plans before their acquisitions, including the Boston Gas Company. Addendum M to the Master Plan, the BGC Pension Plan, is the only component plan at issue.

- 4 - the Master Plan and the BGC Pension Plan. The CBA itself also

details many of the core terms in the Master Plan and the BGC

Pension Plan. The CBA states that "[n]othing herein will be

construed to alter, amend or in any way change the provisions of

the Boston Gas Company Union Employees' Pension Plan. Complete

benefit details are contained in the Plan Document." Thus, we

turn to the plan documents.

2. Plan Documents and Delegations to the JPC Under ERISA

i. Master Plan

The Master Plan designates the Retirement Plans

Committee as the plan administrator of the Master Plan under

Section 3(16)(A) of ERISA. See

(16)(A). Under

the Master Plan, the Plan Administrator "shall have all powers,

authority and discretion necessary or helpful for carrying out its

responsibilities under the Plan." The Master Plan provides that

the Plan Administrator "shall have full power and complete

discretion:"

(a) To make rules and regulations for the administration of the Plan which are not inconsistent with the terms and provisions of the Plan and applicable law;

(b) To construe and interpret all terms, provisions, conditions and limitations of the Plan and to determine all questions arising out of or in connection with the provisions of the Plan or its administration, including, but not limited to, interpretive or factual questions regarding eligibility, vesting and the amount, manner and timing of payment of

- 5 - benefits, and the Committee's determination on all such issues shall be final and binding on all persons and subject to the fullest deference permitted by law;

. . .

(e) To prescribe procedures to be followed by Participants, Spouses, . . . and Beneficiaries for the filing of applications for benefits; [and]

(f) To prepare and distribute, or cause to be prepared and distributed, such Participant disclosures, notices and other communications as may be required by law or otherwise determined necessary or desirable by the Committee; . . . .

Other text in the Master Plan and in the BGC Pension Plan provides

that the Plan Administrator may delegate these powers to others.

Section 7.2 of the Master Plan, for example, provides

that "[i]n accordance with Section 405(c) of ERISA, the [Retirement

Plans] Committee shall have the right . . . to designate persons

other than the Committee to carry out fiduciary responsibilities

(other than trustee responsibilities) under the Plan." See

(c) (providing that a plan administrator may delegate

fiduciary responsibilities if permitted by the ERISA plan).

The Master Plan separately establishes a claims

procedure pursuant to Section 503 of ERISA. See

.

The review process applies to the denial of a claim for benefits

under the plan and permits a claimant to request, through written

notice, that the Plan Administrator "conduct a full and fair review

- 6 - of the denial of the claim." If the claim is denied on review,

the claimant may then bring a civil action under Section 502(a) of

ERISA. See

(a).

ii. BGC Pension Plan

In furtherance of the Master Plan's provision providing

for the delegation of fiduciary duties, the BGC Pension Plan

provides pension benefits to individuals employed by the Boston

Gas Company and its successors through provisions delegating the

Plan Administrator's authority. The BGC Pension Plan was

established in 1971. In 2003, after KeySpan Corporation acquired

Boston Gas Company, the BGC Pension Plan was consolidated with

other retirement plans maintained by KeySpan Corporation and

became a component plan of the Master Plan. Since at least 1971,

the provisions of the BGC Pension Plan have been amended by the

Union and the Company in collective bargaining agreements. The

Company's right to amend the BGC Pension Plan is subject to the

terms of the CBA.

Article 12 of the BGC Pension Plan outlines the

"Administration of the Plan" and states that "[e]xcept as otherwise

stated in this Article 12, the administration rules of the [BGC

Pension] Plan are set forth in the Master Plan." The terms of the

BGC Pension Plan thus supersede those of the Master Plan where

they are otherwise stated in the BGC Pension Plan.

- 7 - Article 12 of the BGC Pension Plan provides for the

creation of a JPC as a plan fiduciary composed of three members

appointed by the Union and three members appointed by the Plan

Administrator. Article 2 of the BGC Pension Plan defines the JPC

as:

the Committee appointed to resolve questions relating to eligibility as set forth in Article 12, and such Committee shall discharge its duties as a fiduciary in accordance with the standards established under ERISA with respect to any person who exercises any discretionary authority or responsibility in the administration of the Plan.

We highlight several pertinent provisions. Under

Article 12, the JPC "shall have such powers as are necessary for

the proper execution of its duties under the Plan, including . . .

[t]o make determinations as to the rights of any Employees applying

for or receiving Retirement Allowances."

Article 12 sets forth a mandatory arbitration clause for

disputes as follows:

12.025. Arbitration. In the event that the members of a Joint Pension Committee cannot settle any dispute, with the exception of determining whether an Employee is disabled, the whole matter will be referred to arbitration. The fees for such arbitration will be paid jointly by the parties involved. No matter regarding the Plan or any difference arising thereunder shall be subject to the grievance procedure of a Collective Bargaining Agreement. (second and third emphases added). Article 12 also provides:

- 8 - 12.027. Referral Back to Parties. Any case referred to a Joint Pension Committee on which it has no power to rule shall be referred back to the parties without ruling.2 B. Procedural History

1. The Union's Grievances

On January 3, 2020, the Union filed grievances under the

CBA on behalf of Barnard and Colleran. The Union asserted that

Barnard and Colleran, who applied for pension benefits upon

2 Article 12 further includes the following relevant provisions: 12.026. No Power to Modify. The Joint Pension Committees shall have no power to add to or subtract from or modify any of the terms of the Plan nor to change or add to any benefit provided by the Plan, nor to waive or fail to apply any provision of the Plan.

. . .

12.029. No Appeal After Review of Claim. Subject to the provisions of Section 503 of ERISA and to the "Rules and Regulations for Administration and Enforcement" issued by the Department of Labor under Title 29, Part 2560 of the United States Code, which requires that every pension plan shall provide both a procedure for presenting claims and a procedure for a fair review of claims which shall comply with the regulations of the Department of Labor, there shall be no appeal from any ruling by a Joint Pension Committee which is within its authority; and each such ruling shall be final and binding on the Union and its members, the Employee or Employees involved, and on the Plan Administrator.

- 9 - retirement, did not receive the proper pension payments required

under the CBA.

On February 4, 2020, after failing to resolve the

grievances, the Union sought arbitration under the CBA. On

February 10, the Company rejected the Union's request to arbitrate

the grievances, stating that "[p]ursuant to the terms of the

parties' collective bargaining agreement, the grievance is not

arbitrable." Instead, the Company wrote that "[t]he Claims Review

Procedure is the exclusive means by which a Participant must make

a claim for benefits under the Pension Plan, subject to his right

to bring a civil action under Section 502(a) of ERISA."

The Union then submitted Barnard's and Colleran's

grievances to the JPC for a determination of their rights under

the BGC Pension Plan. On June 9, 2020, the JPC met to consider

Barnard's and Colleran's claims that they were eligible for further

benefits but deadlocked in a tie. The JPC then notified the

parties that it was unable to resolve the dispute. The JPC did

not explicitly state whether it was referring the matter back to

the parties under Section 12.027 of the BGC Pension Plan, which

provides: "Any case referred to a Joint Pension Committee on which

it has no power to rule shall be referred back to the parties

without ruling." The JPC's vote on the grievance ended in a tie.

The record is not clear about the basis for that tie.

- 10 - On June 15, the Union contacted the Company to propose

potential arbitrators to arbitrate the disputes under Section

12.025 of the BGC Pension Plan. On July 14, the Company again

refused arbitration and stated that the disputes were not

arbitrable under the BGC Pension Plan. In the letter ("July 14

letter"), the Company stated:

[Barnard's and Colleran's] disputes concern a rule established by the Plan Administrator that an individual must contact the Pension Connect Center at least 45 days in advance of his planned retirement date. Such disputes, however, are not arbitrable. . . .

The JPC is formed under Section 12.02 of the Pension Plan, in addition to the Plan Administrator, "to determine questions of eligibility under the Plan." There is no "question of eligibility" concerning Mr. Colleran or Mr. Barnard. Each has been determined eligible for and is receiving benefits under the Pension Plan. Because there is no question of eligibility, there is [no] dispute that would be arbitrable under section 12.025.

The letter also restated the Company's position that

"[t]he Claims Review Procedure is the exclusive means by which a

Participant must make a claim for benefits under the Pension Plan,

subject to his right to bring a civil action under Section 502(a)

of ERISA."

2. District Court's Denial of Arbitration

On August 7, 2020, the Union filed a complaint in the

United States District Court for the District of Massachusetts

- 11 - alleging two causes of action. The Union brought Count I pursuant

to the Taft-Hartley Act and the FAA seeking to compel arbitration

under the CBA. The Union brought Count II pursuant to the FAA

seeking to compel arbitration under the BGC Pension Plan.3

The defendants moved to dismiss the complaint pursuant

to Federal Rules of Civil Procedure 12(b)(1) and (b)(6). On

September 28, 2021, the district court granted the motion and

dismissed the complaint. United Steel,

, at *6.

As to Count I, the court held that the pension grievances were not

arbitrable under the CBA.

. As to Count II, the court

held that the JPC did not have authority to rule on the grievances,

and, therefore, the arbitration provision set forth in Section

12.025 of the BGC Pension Plan was inapplicable.

. The

3 The Union has standing to bring suit to compel arbitration under Section 12.025 of the BGC Pension Plan. The Union meets the three requirements for standing as outlined by the Supreme Court: (1) it suffered an "injury in fact" because of its inability to arbitrate the dispute on behalf of its members; (2) the injury is causally connected to the Company's refusal to arbitrate; and (3) the injury will be redressed by a favorable decision. See Lujan v. Defs. of Wildlife,

(1992). The Company's argument that only JPC members may refer disputes to arbitration incorrectly reads the language of the BGC Pension Plan, which provides under Section 12.025 that "[i]n the event that the members of a Joint Pension Committee cannot settle any dispute, . . . the whole matter will be referred to arbitration." The BGC Pension Plan is ambiguous as to who refers the matter to arbitration and places no limitations on who may sue to compel arbitration.

- 12 - court further held that "[t]he Plan Administrator's determination

to this effect was not arbitrary and capricious."

The Union timely appealed the district court's holding

as to Count II. The Union has not appealed the district court's

dismissal of Count I.

II. Clear Delegations of Discretionary Authority to the JPC

The governing law is well established. The Supreme Court

has held that a challenge to the denial of benefits "is to be

reviewed under a de novo standard unless the benefit plan gives

the administrator or fiduciary discretionary authority to

determine eligibility for benefits or to construe the terms of the

plan." Firestone Tire & Rubber Co. v. Bruch,

(1989). "We have long recognized that the threshold question in

determining the standard of review is whether the provisions of

the benefit plan at issue 'reflect a clear grant of discretionary

authority to determine eligibility for benefits.'" Gross v. Sun

Life Assur. Co. of Can.,

(1st Cir. 2013) (emphasis

in original) (quoting Leahy v. Raytheon Co.,

(1st

Cir. 2002)). The authority must be expressly provided for, see

Rodriguez-Abreu v. Chase Manhattan Bank, N.A.,

, 583–

84 (1st Cir. 1993), and the plan "must offer more than subtle

inferences," Gross,

. Where a pension plan makes

such a clear grant of authority, the administrator's decision will

be upheld "unless it is arbitrary, capricious, or an abuse of

- 13 - discretion." Stephanie C. v. Blue Cross Blue Shield of Mass. HMO

Blue, Inc.,

(1st Cir. 2016).

Further, "ERISA allows named fiduciaries to delegate

responsibilities (other than trustee responsibilities) through

express procedures provided in the plan." Rodriguez-Abreu,

. For a proper delegation of authority, "the delegation

must be clear and the fiduciary must properly designate a delegate

for the fiduciary's discretionary authority." Rodríguez-López v.

Triple-S Vida, Inc.,

(1st Cir. 2017).

An ERISA plan may also delegate discretionary authority

to a neutral arbitrator to break deadlocks. See Atkins v. Bert

Bell/Pete Rozelle NFL Player Ret. Plan,

(5th

Cir. 2012) ("[T]he Supreme Court and this court have reinforced

the propriety of plan administrators' utilization of a neutral

arbitrator to break a deadlock."). The Taft-Hartley Act expressly

permits an ERISA plan with employee and employer representatives

to utilize an impartial arbitrator to break a deadlock: "[U]pon

and in the event the employer and employee groups deadlock on the

administration of such fund and there are no neutral persons

empowered to break such deadlock, such agreement provides that the

two groups shall agree on an impartial umpire to decide such

dispute."

(c)(5)(B). The Supreme Court has

endorsed the use of a neutral arbitrator to break a deadlock as

consistent with the purposes of the Taft-Hartley Act. See N.L.R.B.

- 14 - v. Amax Coal Co.,

(1981) ("[Section] 302(c)(5)

[of the Taft-Hartley Act,

(c)(5)] explicitly

provides for the compulsory resolution of any deadlocks among

welfare fund trustees by a neutral umpire.").

Here, the BGC Pension Plan, by its clear terms,

designates the JPC as a fiduciary and delegates discretionary

fiduciary responsibilities under ERISA to the JPC in several areas.

See Rodríguez-López,

; Terry v. Bayer Corp.,

(1st Cir. 1998) ("ERISA allows named fiduciaries to

delegate responsibilities by expressly providing for procedures

for named fiduciaries to designate persons other than named

fiduciaries to carry out fiduciary responsibilities (other than

trustee responsibilities) under the plan." (cleaned up)).

The JPC "shall have such powers as are necessary for the

proper execution of its duties" and is authorized to decide under

Section 12.027 the matters on which it has "power to rule." That

latter power includes the authority to resolve "questions relating

to eligibility":

the Committee appointed to resolve questions relating to eligibility as set forth in Article 12, and such Committee shall discharge its duties as a fiduciary in accordance with the standards established under ERISA with respect to any person who exercises any discretionary authority or responsibility in the administration of the Plan.

- 15 - In addition to these delegations, the BGC Pension Plan

delegates discretionary authority over other questions to the JPC.

For example, the BGC Pension Plan delegates to the JPC the power

(1) to decide whether an employee is disabled under Section 12.025

("In the event that the members of a Joint Pension Committee cannot

settle any dispute, with the exception of determining whether an

Employee is disabled . . . ."); (2) to determine how benefits will

be distributed upon termination of the pension plan under Section

13.03 ("The benefits provided for in this Article 13 may be

distributed . . . as determined by the Joint Pension

Committee . . . ."); and (3) to find a beneficiary incompetent

under Section 15.03 ("If the Joint Pension Committee shall find

that any person to whom a benefit is payable from the Fund is

unable to care for his affairs because of illness or

accident . . . .").

Under federal substantive law, we must consider the

entire text of the relevant documents. See Pac. Gas & Elec. Co.

v. United States,

(Fed. Cir. 2008).

Considering the entire text, we note the express delegation under

Section 2.13 of the BGC Pension Plan that the JPC is "appointed to

resolve questions relating to eligibility" (emphasis added).4 The

4 Section 12.02 of the BGC Pension Plan states that the JPC shall be "formed to determine questions of eligibility under the Plan." We do not read this statement of purpose to be a limit

- 16 - inclusion of the words "relating to" explicitly indicates that

this delegation is broader than the other delegations under the

BGC Pension Plan. See NOAA Md., LLC v. Adm'r of Gen. Servs.

Admin.,

, 1166 (Fed. Cir. 2021) ("We must interpret

a contract in a manner that gives meaning to all of its provisions

and makes sense, and we seek to avoid conflict or surplusage of

the contract's provisions." (cleaned up)). The Supreme Court and

this circuit have consistently stated that the phrase "relating

to" is a broad one. See, e.g., Morales v. Trans World Airlines,

Inc.,

(1992) ("The ordinary meaning of these

words is a broad one -- 'to stand in some relation; to have bearing

or concern; to pertain; refer; to bring into association with or

connection with.'" (quoting Black's Law Dictionary 1158 (5th ed.

1979))); Moore v. Elec. Boat Corp.,

, 35 n.4 (1st Cir.

2022).

Further, Section 12.025 of the BGC Pension Plan provides

a delegation of authority to a neutral arbitrator in the event the

JPC deadlocks, which serves the purposes of the Taft-Hartley Act,

on the JPC's authority, particularly where other provisions in the BGC Pension Plan expressly provide that the scope of the JPC's authority exceeds "questions of eligibility." See NVT Techs., Inc. v. United States,

(Fed. Cir. 2004) ("When interpreting the contract, the document must be considered as a whole and interpreted so as to harmonize and give reasonable meaning to all of its parts.").

- 17 - as recognized by the Supreme Court. See

(c)(5)(B);

Amax Coal Co.,

.

The question at the heart of this case is whether the

Union's grievances fall within the JPC's purview as "questions

relating to eligibility," and thus are subject to arbitration in

the event of a deadlock. However, there is an initial threshold

question as to whether the JPC, under the documents, has the

authority to decide whether it has "power to rule."

In answering that question, "we review the language of

the Plan de novo, just as we would review the language of any

contract." Stephanie C.,

(quoting Ramsey v.

Hercules Inc.,

(7th Cir. 1996)). When reviewing

the language of an ERISA benefit plan, we look to federal

substantive law and "common-sense canons of contract

interpretation." Bellino v. Schlumberger Techs., Inc.,

(1st Cir. 1991) (quoting Burnham v. Guardian Life Ins. Co.

of Am.,

(1st Cir. 1989)).

The Company argues that as a matter of law, the authority

to decide whether the JPC had the "power to rule" on the grievances

was retained by the Plan Administrator in the Master Plan.

We disagree. Nowhere in either the Master Plan or the

BGC Pension Plan does the plain text "unambiguously indicate" that

the Plan Administrator retained the authority to determine whether

a dispute is within the JPC's "power to rule." Stephanie C., 813

- 18 - F.3d at 428 ("The phraseology that [defendant] chose to use in the

Certificate to describe its decisionmaking authority is capable of

supporting reasonable differences of opinion as to the nature and

extent of the authority reserved to [defendant]."); see Gross,

.

To the contrary, Section 12.027 of the BGC Pension Plan

states that the authority to determine whether a matter falls

within or outside the JPC's "power to rule" has been delegated to

the JPC: "Any case referred to a Joint Pension Committee on which

it has no power to rule shall be referred back to the parties

without ruling." Under Article 12, the JPC necessarily must have

the power to make that determination. In addition, under Section

12.029, the JPC's decisions "within its authority" are "binding on

. . . the Plan Administrator."

The first issue for the arbitrator is to determine

whether the JPC has the "power to rule" on the grievances. If so,

the resolution of the ambiguity in the record as to the basis of

the JPC's deadlock and whether to then proceed to resolve the

merits of the Union's grievances are matters for the arbitrator to

decide. We note, again, that the jurisdiction of the JPC is not

limited to "questions of eligibility" under the plain terms of the

BGC Pension Plan. The "relating to" language under the BGC Pension

- 19 - Plan indicates that the JPC's delegated authority is broader than

just "questions of eligibility."5

Finally, the Company protests that a reading of the JPC's

authority which would result in sending these matters to

arbitration would necessarily mean that the JPC has the authority

to resolve "virtually any dispute over vesting, amount or form of

pension benefits." The Company is free to argue that to the

arbitrator. We do point out that the delegation of authority

described above does not render the Master Plan's claims procedure

superfluous, as the Master Plan's claims procedure would still

apply to other Company employees covered by the Master Plan but

not subject to the BGC Pension Plan.

It is up to an arbitrator, not a court, to determine the

matters described above. The arbitrator will determine whether

the JPC has the power to resolve the disputes, and, if so, whether

the arbitrator should proceed to address the merits in the wake of

the JPC's deadlock.

5 Further, the BGC Pension Plan indeed grants the JPC authority to decide issues that do not fall under the Plan Administrator's limited definition of "eligibility," including the power to decide whether an employee is disabled, the power to determine how benefits will be distributed upon termination of the pension plan, and the power to find a beneficiary incompetent and designate who may receive their pension payment.

- 20 - III. Conclusion

Reversed and remanded to the district court with

directions to grant the Union's request for arbitration.

- 21 -