Associated Plumbing & Mechanical Contractors of Sacramento, Inc. v. Local Union No. 447
Associated Plumbing & Mechanical Contractors of Sacramento, Inc. v. Local Union No. 447
Opinion of the Court
The petition for rehearing is granted. The court’s opinion of September 30, 1986, reported at 800 F.2d 1494 (9th Cir. 1986), is withdrawn. The following disposition replaces the court’s previous opinion.
This action was brought by appellee Associated Plumbing and Mechanical Contractors of Sacramento, Inc., a multi-employer bargaining association (the “Association”), to confirm an arbitrator’s award against Atlas Mechanical Inc., (“Atlas”) for failure to contribute to a Contract Administration Fund pursuant to a multi-employer collective bargaining agreement. The district court granted the Association’s motion for summary judgment, ruling that the collective bargaining agreement bound the individual employers to arbitrate disputes concerning the agreement. Reviewing the arbitrator’s award under the “limited standard” of review set forth in the Steelworkers Trilogy,
I
Whether the Association’s dispute with Atlas is arbitrable or subject to judicial resolution is a question of law to be judicially determined. AT & T Technologies, Inc. v. Communications Workers of America, — U.S. —, 106 S.Ct. 1415, 1420, 89 L.Ed.2d 648 (1986). As an exception to the general rule of contract interpretation that ambiguous agreements be construed to favor judicial resolution rather than arbitration of disputes, see United States v. Moorman, 338 U.S. 457, 462, 70 S.Ct. 288, 291, 94 L.Ed. 256 (1950), the Supreme Court in the Steelworkers Trilogy adopted a presumption of arbitrability as a rule of construction for collective bargaining agreements.
Atlas argues that Steelworkers’ presumption of arbitrability should not apply to disputes between a multi-employer bargaining association and its individual employer-members. Atlas relies heavily on Schneider Moving & Storage Co. v. Robbins, 466 U.S. 364, 104 S.Ct. 1844, 80 L.Ed.2d 366 (1984), which held that the presumption of arbitrability was inapplicable to disputes between management and the trustees of employee benefit funds established under a collective bargaining agreement. In Schneider the Supreme
[arbitration promotes labor peace because it requires the parties to forgo the economic weapons of strikes and lockouts. Because the trustees of employee-benefit funds have no recourse to either of those weapons, requiring them to arbitrate disputes with the employer would promote labor peace only indirectly, if at all. We conclude, therefore, that the presumption of arbitrability is not a proper rule of construction in determining whether arbitration agreements between the union and the employer apply to disputes between trustees and employers, even if those disputes raise questions of interpretation under the collective-bargaining agreements.
Id.
We believe that Schneider controls the case before us. Like the trustees in Schneider, Atlas has no recourse to a strike or lockout which would have any impact on the Association. Similarly, though in both cases “the employer has economic weapons at its disposal, they would serve little purpose in [such] disputes. ...” 466 U.S. at 372 n. 13, 104 S.Ct. at 1849 n. 13. Following Schneider, therefore, the Steelworkers presumption of arbitrability should not apply to disputes between an employer bargaining association and a member-employer it represents.
The Association argues that Schneider is distinguishable. According to the Association, Schneider is inapposite because the trust funds involved there “existed independently of the collective bargaining agreement in issue.” Appellee’s Brief at 8. Moreover, the Association contends, the trustees were not parties to the collective bargaining agreement, nor had they “appointed either the employer or the union as an agent for the purposes of negotiating such agreement.” Id. However, the Association fails to explain why the mere fact that the trustees were not parties to the collective bargaining agreement is, in itself, sufficient to render inapplicable the Steelworkers presumption.
II
Having decided that there is no legal presumption that the dispute between Atlas and the Association is arbitrable, we must decide whether the parties intended to require arbitration of such disputes. When a district court’s decision is based upon analysis of the contractual language and application of the principles of contract interpretation, the decision is a matter of law and reviewable de novo. Miller v. Safeco Title Ins. Co., 758 F.2d 364, 367 (9th Cir. 1985). In deciding this issue we must apply the traditional rule of contract interpretation favoring judicial dispute resolution, determining whether “the intention of parties to submit their contractual disputes to [arbitration was] made manifest by plain language.” Moorman, 338 U.S. at 462, 70 S.Ct. at 291. In this case, the language upon which the district court relied to bind Atlas to arbitration is ambiguous at best, and the peculiar structure of the grievance proceedings leading up to the selection of an arbitrator provides evidence of contemporaneous party interpretation belying the conclusion that Atlas assented to arbitration.
The only evidence assertedly expressing Atlas’ intent to agree to arbitrate disputes is found in the arbitration provision of the collective bargaining agreement. That provision states that “[i]t is
Moreover, several other references to “parties” concerning their respective rights and duties in the collective bargaining agreement clearly refer to the Association and the Union. For example, Article 22 governing the effective and termination dates of the agreement provides that the termination date may be extended “by mutual consent of both parties,” Article 22, § 1 (emphasis added), and it also states that it “is mutually understood by both parties” that the plumbing industry may negotiate a shorter work week if other industries do so. Id. at § 3. And where the agreement was intended to affect the individual employers, it clearly referred to the obligations of “the Employer and the Union,” not the “parties.” See, e.g., Article 16, § 2; Article 18, § 1; Article 19, §§ 1-2. In contrast to the term “parties,” “Employers” was specifically defined in the collective bargaining agreement to include “[a]ny firm, person, corporation or association employing men dispatched by Local Union No. 447 ...” Article 1, § 3. Thus, it appears that the agreement specifically refers to the individual employers whenever they incur specific obligations. Because the arbitration clause does not unambiguously bind Atlas to its provisions, we cannot conclude that Atlas unequivocally has made manifest its intent to forgo judicial resolution of its disputes with the Association. See Moorman, 338 U.S. at 462, 70 S.Ct. at 291.
Furthermore, the very structure of the grievance proceedings leading to the selection of an impartial arbitrator seems inconsistent with any intention by the parties to bind Atlas to arbitration of a dispute with the Association. The arbitration provision is structured to balance the interests of the Association on one hand and the Union on the other. The Association and Local 447 each select five members of the Joint Conference Board which hears initial disputes under the agreement.
CONCLUSION
Because the collective bargaining agreement does not “manifest by plain language” the parties’ intent to require disputes between an employer and its bargaining representative to be settled by arbitration, we vacate the district court’s summary judgment in favor of the Association. The district court did not reach the question of whether Atlas’ conduct manifested an intent to arbitrate the underlying dispute independent of any contractual obligation to do so. See Fortune, Alsweet and Eldridge, Inc. v. Daniel, 724 F.2d 1355 (9th Cir. 1983) (agreement to arbitrate an issue can be implied from the conduct of the parties in a given case). We therefore remand the case to the district court for consideration of the Association’s claim that Atlas consented by its conduct to arbitrate the dispute.
VACATED AND REMANDED.
. See United Steelworkers off America v. Enterprise Wheel & Car Corp., 363 U.S. 593, 80 S.Ct. 1358, 4 L.Ed.2d 1424 (1960); United Steelworkers of America v. Warrior & Gulf Navigation Co., 363 U.S. 574, 80 S.Ct. 1347, 4 L.Ed.2d 1409 (1960); United Steelworkers of America v. American Manufacturing Co., 363 U.S. 564, 80 S.Ct. 1343, 4 L.Ed.2d 1403 (1960).
. A grant of summary judgment is reviewable de novo. Lupert v. California State Bar, 761 F.2d 1325, 1327 (9th Cir.), appeal dismissed and cert denied, — U.S. —, 106 S.Ct. 241, 88 L.Ed.2d 251 (1985). Summary judgment is proper only if "there is no genuine issue as to any material fact and ... the moving party is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c).
. “An order to arbitrate the particular grievance should not be denied unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute. Doubts should be resolved in favor of coverage." AT & T v. Communications Workers, 106 S.Ct. at 1419 (quoting United Steelworkers of America v. Warrior & Gulf Navigation Co., 363 U.S. 574, 582-83, 80 S.Ct. 1347, 1353, 4 L.Ed.2d 1409 (1960).
. Indeed, the Association understates the trust funds’ connection to the collective bargaining agreement in Schneider. The collective bargaining agreement specifically "required [employers] to participate in the [trust funds], and incorporated the terms of the two trust agreements by reference.” 466 U.S. at 369, 104 S.Ct. at 1848.
. Although the conference board provision states that five members of the board shall be selected by the "Employer,” it is beyond dispute that the term "Employer” in this context refers te the Association and not the individual employers. It is undisputed that the Association selected the “Employer's”^ complement of board members whenever a dispute went to the board.
Reference
- Full Case Name
- In the Matter of the Arbitration: ASSOCIATED PLUMBING & MECHANICAL CONTRACTORS OF SACRAMENTO, INC., Petitioner/Cross-Respondent/Appellee v. LOCAL UNION NO. 447, UNITED ASSOCIATION OF JOURNEYMEN AND APPRENTICES OF THE PLUMBING AND PIPE FITTING INDUSTRY (LOCAL 447), and Atlas Mechanical, Inc. (Atlas), Respondent/Cross-Petitioner/Appellant
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- 6 cases
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- Published