Appeal from an order and judgment of the United States District Court for the Northern District of New York, Miner, Judge, converting, sua sponte, a petition to stay arbitration into a motion to vacate an arbitration award, denying the motion to vacate, and denying a request to compel arbitration and requests for attorneys' fees.
Oakes, Van Graafeiland and Pierce, Circuit Judges.
Appellants Capital District Chapter of New York State, P.D.C.A. ("Capital District") and the Management Trustees of the Capital District Painters Pension Fund appeal from a memorandum decision and order, and a judgment issued thereon entered January 3, 1984, of the United States District Court for the Northern District of New York, Roger J. Miner, Judge, converting, sua sponte, appellants' request to stay arbitration into a motion to vacate an arbitration award, denying the motion to vacate, and denying a request to compel arbitration and request for attorneys' fees.
For the reasons set forth below, we affirm in part, reverse and remand in part, and vacate in part.
Appellant Capital District, an employer association, and appellees International Brotherhood of Painters and Allied Trades, Local Unions Nos. 201, 12 and 62 ("Unions"), entered into a collective bargaining agreement in 1960. Pursuant to their collective bargaining relationship, Capital District and the Unions formed the Capital District Painters Pension Fund ("Fund") in 1964, through the execution of an Agreement and Declaration of Trust ("Trust Agreement"). The Fund established pension benefits for eligible employees. Under the terms of the Trust Agreement, the Fund is administered by six trustees; three of whom are selected by Capital District ("Management Trustees") and three of whom are selected by the Unions ("Union Trustees"). Article V of the Trust Agreement sets forth the method for resolving disputes when the trustees are deadlocked on matters affecting the administration of the Fund. Specifically, Section 5.10*fn1 of Article V provides, in substance, that if a deadlock occurs, two trustees may give written notice to the remaining trustees that a deadlock exists, and that the trustees may then agree upon an impartial umpire to break the tie. If the trustees are unable to agree upon an umpire, they can petition the United States District Court for the Northern District of New York to appoint an umpire.
For several years prior to 1982, the Fund's office was located in Clifton Park, New York. However, at a trustees' meeting held on September 20, 1982, one of the Union Trustees proposed that the office be moved from its Clifton Park location to the Albany Labor Temple in Albany, New York. This proposal was voted upon by the trustees and resulted in a deadlock; the three Management Trustees opposed the move and the three Union Trustees voted in favor of the move. In an attempt to resolve the deadlock the trustees agreed to use the American Arbitration Association as the forum for arbitration, and Professor John E. Sands was chosen to serve as the arbitrator. The first arbitration proceeding was scheduled for March 8, 1983.
At a trustees' meeting conducted on the evening before the scheduled arbitration, the Management Trustees contended that in 1966 the parties had agreed, inter alia, that the Management Trustees would select the location of the Fund office.*fn2 Relying on this alleged agreement, one of the Management Trustees made a motion for the purpose of identifying the issues to be determined by Professor Sands. Specifically, the motion sought to include as part of the subject matter for the upcoming arbitration, "whether we continue or discontinue the agreement of 1966." This motion was voted upon and resulted in a deadlock.
At the arbitration hearing the next day, appellants attempted to submit to Professor Sands the issue of the validity and effect of the 1966 agreement. Professor Sands, however, stated:
I understand the Management Trustees at this hearing have asked me to expand my jurisdiction or rather to modify the question before me to consider the deadlock raised last night, which may be at the heart of the question which is before me as a result of the September 1982 deadlock, but nevertheless, was not a deadlock within the definition of [Section] 5.10 [of the Trust Agreement], which exists for the purposes of this section whenever a proposal nomination, motion or resolution made or selected by any two designated trustees or any two association trustees is not adopted or defeated by the vote required by Section 5.9. That defines deadlock, and within that definition is the deadlock that existed in September of 1982, and that has, in fact, been processed to arbitration by me pursuant to the parties' arbitration agreement.
It may well be that you have a new deadlock that should go to arbitration pursuant to your Fund procedures. I just don't see that I have the power to expand today's proceeding to incorporate that.
Transcript of March 8, 1983 at 22-23.
Despite this initial determination, however, the arbitrator accepted, along with other evidence, the minutes of certain trustee meetings submitted by appellants in an attempt to demonstrate the existence of the 1966 ...