United States District Court, D. Connecticut
INTERNATIONAL UNION, UNITED AUTOMOBILE AEROSPACE & AGRICULTURAL IMPLEMENT WORKERS OF AMERICA, and its AMALGAMATED LOCAL 405, Plaintiffs,
GOODRICH PUMP & ENGINE CONTROL SYSTEMS, INC., Defendant.
OMNIBUS RULING ON DEFENDANT'S MOTION TO DISMISS
AND PLAINTIFFS' CROSS-MOTION FOR SUMMARY
Charles S. Haight, Jr. Senior United States District Judge
case, brought under § 301 of the Labor Management
Relations Act ("LMRA"), 29 U.S.C. § 185,
alleges a violation of a contract between Defendant employer
and Plaintiff labor organizations representing employees in
an industry affecting commerce. Specifically, Plaintiffs seek
an order compelling Defendant to accept and process certain
grievances, including submitting those grievances to binding
arbitration if they cannot be otherwise resolved.
the Court is a Motion to Dismiss [Doc. 10] filed by Defendant
Goodrich Pump & Engine Control Systems, Inc.
("Defendant, " or "Goodrich"), and the
Cross-Motion for Summary Judgment [Doc. 15] filed by
Plaintiffs International Union United Automobile Aerospace
& Agricultural Implement Workers of America and its
Amalgamated Local 405 ("Plaintiffs, " "Union,
" or "UAW").
included, with its Motion to Dismiss, a number of exhibits
not filed with Plaintiffs' Complaint [Doc. 1]. While
Plaintiffs concede that the majority of these exhibits were
incorporated into their Complaint by reference, and are
therefore appropriate to consider on a motion to dismiss,
they object to the Defendant's reliance on Exhibit A, the
Goodrich Pension Plan ("Pension Plan" or "the
Plan"), a document Plaintiffs believe to be extrinsic to
the pleadings, and urge the Court to convert the Motion to
Dismiss to a motion for summary judgment, as provided for by
Federal Rule of Civil Procedure 12(d). Pl. Br. 8. Defendant
resists this suggestion in its Reply Brief [Doc. 26].
this Ruling will address both pending motions, it will start
with a consideration of Plaintiffs' suggestion that the
Motion to Dismiss must be converted to a motion for summary
judgment. The initial factual background will thus exclude
some facts and issues not relevant or appropriate to consider
at this time.
unions are the international and local labor organizations
which represent employees at a West Hartford factory formerly
operated by Defendant, an employer engaged in an industry
affecting commerce. The Parties entered into a collective
bargaining agreement ("CBA") which, by its terms,
was to be in effect from February 27, 2011 to February 27,
2016. See Compl. Ex. A. The CBA
contains, in Article XVII § 1, provisions relating to
the calculation of retirement benefits for employees who
retire early. Article IV § 1of the CBA contains a
clause, common to many labor agreements, providing a
grievance procedure for the resolution of disputes as to
"the interpretation or application of any provision of
this Agreement." Article V provides for mandatory
arbitration of grievances, with some limited exceptions not
March 2013 Defendant Goodrich sold its West Hartford
facilities, where Plaintiff union members were employed, to
non-party Triumph Corporation ("Triumph"), an
unrelated entity ("the March 2013
sale"). Compl. ¶ 2. Plaintiffs'
members' employment transferred from Goodrich to
successor Triumph in March 2013.
September 2015, 25 members of Plaintiff labor organizations,
who believed themselves to be eligible for the reduced
pension benefits as described by Article XVII, wrote
identical letters to Defendant, requesting a pension benefit
estimate and pension application forms. See Compl.
4; Def. Br. 2.
January 18, 2016, Tom Nemec, Director of Industrial Relations
for UTC Aerospace Systems ("UTAS") responded to
these inquiries in a letter addressed to Plaintiff's
counsel ("the Nemec Letter"). See Compl.
4-5; Mot. to Dismiss Ex. C. The Nemec Letter includes a
description of the respective pension responsibilities of
Triumph and the United Technologies Corporation (UTC), a
successor organization to Defendant Goodrich. Nemec's
interpretation of the pension obligations under Article XVII
differs somewhat from the interpretation put forward by the
union members. The Nemec Letter directs the union letter
writers, if they "are seeking more specific figures
based on their own personal factors, " to contact the
UTC Pension Center "[f]or information on their UTC Plan
pension benefit, " and refers further questions to Marc
Yahl, UTAS Benefits Rep.
then brought this case, under the authority of § 301 of
the LMRA, to enforce the CBA and obtain an order compelling
Goodrich to accept and process certain grievances concerning
the interruption of seniority and early retirement provisions
of the CBA. Compl. 7. Defendant resists this effort, and
filed a Motion to Dismiss [Doc. 10].
urges the Court to dismiss the Complaint, arguing that the
dispute is not subject to arbitration because the CBA,
through incorporation of the pension plan by reference,
requires that pension benefit claims and calculations be
resolved by the Employee Retirement Income Security Act
("ERISA") plan administrator. Def. Br. 2. Defendant
includes, as Exhibit A to its brief, the Pension Plan, dated
January 1, 2002.
in turn filed a Cross Motion for Summary Judgment [Doc. 15],
which asserts, inter alia, that the Plan is outside
the pleadings, and therefore inappropriate to consider on a
motion to dismiss. Pl. Br. 8. Plaintiffs state that they have
no objection to the conversion of Defendant's Motion into
a motion for summary judgment, as provided for by Rule 12(d)
of the Federal Rules of Civil Procedure. Id. at 9.
Plaintiffs further move for summary judgment on their own
by a brief filed in opposition [Doc. 26], asserts that, since
the Complaint [Doc. 1] undisputedly relied upon the CBA, and
because the CBA (by Defendant's interpretation)
incorporates the Plan by reference, the Court may properly
consider the Plan on a motion to dismiss under Rule 12(b)(6).
Def. Reply Br. 3-4. Defendant's Reply Brief also argues,
in the alternative, that, even if the Court finds (against
Defendant's urging) that Plaintiffs' dispute is
subject to the CBA's arbitration clause, Plaintiffs'
Cross Motion for Summary Judgment should not be granted
because Defendant's obligations under the CBA terminated
with the completion of the sale of the plant to Triumph in
March 2013. Id. at 9-11.
have filed a further brief in opposition [Doc. 27], resisting
Defendant's contentions as to the Complaint's
reliance on the Plan, and asserting that, contrary to
Defendant's claim of termination, the CBA was still in
effect at the time Defendant refused to arbitrate. Pl. Reply
Br. at 2-5. Even if the CBA had been terminated by the March
2013 sale, as asserted by Defendant, Plaintiffs maintain that
the CBA would nonetheless oblige Defendant to arbitrate
Plaintiffs' underlying dispute, as it concerns, by
Plaintiffs' estimation, benefits earned while the CBA was
in effect. Id. at 9-10.
the Court must first consider whether to convert
Defendant's Motion to Dismiss [Doc. 10] to a motion for
summary judgment, as urged in the affirmative by the
Plaintiffs, and resisted by Defendant.
RULE 12(d) STANDARD FOR CONVERSION TO SUMMARY
Rule of Civil Procedure 12(b)(6) allows a party to defend
itself by asserting its opponent's "failure to state
a claim upon which relief can be granted." Fed.R.Civ.P.
12(d) provides that, if, on a Rule 12(b)(6) motion,
"matters outside the pleadings are presented to and not
excluded by the court, the motion must be treated as one for
summary judgment under Rule 56. All parties must be given a
reasonable opportunity to present all the material that is
pertinent to the motion." Fed.R.Civ.P. 12(d).
When matters outside the pleadings are presented in response
to a 12(b)(6) motion, a district court must either exclude
the additional material and decide the motion on the
complaint alone or convert the motion to one for summary
judgment under Rule 56 and afford all parties the opportunity
to present supporting material. This conversion requirement
is strictly enforced whenever there is a legitimate
possibility that the district court relied on material
outside the complaint in ruling on the motion.
Friedl v. City of N.Y., 210 F.3d 79, 83 (2d Cir.
2000) (citation and internal quotation marks omitted).
See also Calcutti v. SBU, Inc., 273 F.Supp.2d 488,
498 (S.D.N.Y. 2003) ("This conversion requirement is
'strictly enforced' in the Second Circuit, "
quoting Friedl, 210 F.3d at 83).
noted supra, UAW argues that Exhibit A to
Goodrich's Motion to Dismiss, the Pension Plan, was not
cited or relied upon by the Complaint, and may not,
therefore, be introduced in support of a motion to dismiss.
Pl. Br. 8. Plaintiffs therefore urge that Defendant's
Motion to Dismiss be converted to a motion for summary
judgment, a suggestion that Goodrich objects to.
DISCUSSION AS TO CONVERSION UNDER RULE 12(d)
aver that "all relevant provisions of the CBA" were
appended to the Complaint, as Exhibit A. Compl. ¶ 10.
This inclusion, and the Complaint's undisputed reliance
on terms of the CBA, incorporate the CBA into the Complaint
by reference. See San Leandro Emergency Medical Group
Profit Sharing Plan v. Philip Morris Cos., Inc., 75 F.3d
801, 808 (2d Cir. 1996).
closer question is whether the Plan may be considered on a
motion to dismiss. Here, Defendant contends that, because the
Plan is incorporated into the CBA by reference, the Plan is
part of the "full text" of the CBA, and may
properly be considered on a motion to dismiss. See
Def. Br. 5 n.3. Plaintiffs resist this interpretation, and
emphasize that the Complaint did not rely on the Plan, and
that, if the Court is to consider the Plan, Defendant's
Motion must be converted to one for summary judgment.
See Pl. Br. 8.
general principles of contract law, a contract may
incorporate another document by making clear reference to it
and describing it in such terms that its identity may be
ascertained beyond doubt." New Moon Shipping Co. v.
MAN B & W Diesel AG, 121 F.3d 24, 30 (2d Cir. 1997)
(citing 4 Williston on Contracts § 628, at 903-04 (3d
ed. 1961)). The CBA identifies the Plan, at Article XVII
§ 1: "The Company has established a pension plan,
Goodrich Corporation Employees' Pension Plan, (EIN
34-0252680, PN 001) . . . . [T]he annual funding of the
Pension Plan shall be in accordance with the with the minimum
funding standards of [ERISA]." This language is both a
clear reference to the Plan, and a description such that the
Plan's identity may be ascertained beyond doubt.
Therefore, under general principles of contract law as
applied in this Circuit, the CBA incorporates the Plan by
reference. See New Moon Shipping, 121 F.3d at 30.
The question then, is whether, by incorporating the CBA into
the Complaint, Plaintiffs have incorporated any document
(like the Plan) that was itself incorporated by reference
into the CBA.
urges the Court to consider the Plan, at the motion to
dismiss stage, as part of the "full text" of the
CBA. Def. Reply Br. 3. Defendant relies chiefly on two cases:
Stratte-Mcclure v. Stanley, 776 F.3d 94, 100 (2d
Cir. 2015), which states the general rule as to which
materials may be considered on a motion to dismiss, but makes
no mention of considering the "full text" of a
document included or quoted in part; and McGown v. City
of New York, No. 09 Civ. 8646(CM) 2010 WL 3911458, *4,
2010 U.S. Dist. LEXIS 96595, *13 (S.D.N.Y. Sept. 9, 2010)
(McMahon, J.). In McGown, Judge McMahon
wrote, "this Court may consider the full text of
documents that are quoted in or attached to the complaint,
" but she does not explain what constitutes the
"full text" or engage in any further analysis - it
appears that the documents at issue in McGown were
documents, such as a related state court opinion, which were
integral to the complaint but, because they were not
favorable to his case, pro se plaintiff had failed
to mention or attach.
"full text" standard mentioned, if not applied, in
McGown was derived from San Leandro Emergency
Medical Group Profit Sharing Plan v. Philip Morris Cos.,
Inc., 75 F.3d 801, 808 (2d Cir. 1996), where
[t]he allegedly actionable statements set forth in the
Complaint were culled from press releases, wire service
reports, newspaper articles, and annual company reports. In
dismissing the Complaint the District Court did not limit its
consideration to plaintiffs' selected quotations, but
also considered the full text of the documents relied on in
San Leandro Emergency Med. Grp., 75 F.3d at 808.
After "acknowledg[ing] that our Circuit has pursued a
somewhat uneven course in determining the extent to which the
full text of documents partially quoted in a complaint may be
considered in ruling on a 12(b)(6) motion, " the Second
Circuit endorsed the district judge's approach, holding
that, "the documents partially quoted in the Complaint
are . . . integral . . .and we therefore conclude that the
District Court was entitled to consider the full text of
those documents in ruling on the motion to dismiss."
Id. at 808-09 (internal quotation marks and citation
omitted). The holding of San Leandro Emergency Medical
Group is that, on a 12(b)(6) motion, a district court
may consider the full text of documents partially quoted in a
complaint and integral to that complaint. See, e.g.,
Pehlivanian v. China Gerui Advanced Materials
Grp., Ltd., 153 F.Supp.3d 628, 643 (S.D.N.Y. 2015)
(Ramos, J.); In re NTL, Inc. Sec. Litig.,
347 F.Supp.2d 15, 21 n.17 (S.D.N.Y. 2004) (Kaplan,
J.); In re Livent, Inc. Sec. Litig., 148
F.Supp.2d 331, 367 (S.D.N.Y. 2001) (Marrerro, J.)
("According to the emerging rule in this Circuit, a
district court may consider the full text of a document
partially quoted in the complaint where Plaintiffs have
notice of the document's contents and the document is
integral in drafting the complaint" (internal quotation
marks omitted) (quoting Bartley v. Artuz, No. 95
CIV. 10161 (DAB), 1999 WL 942425, at *4 (S.D.N.Y. Oct. 19,
1999) (Batts, J.) and citing San Leandro
Emergency Med. Grp., 75 F.3d at 808-09));
In re Livent, Inc. Sec. Litig., 78 F.Supp.2d 194,
218 n. 6 (S.D.N.Y. 1999) (Sweet, J.).
CBA is undisputedly "integral" to the Complaint,
the question remains: is the Plan properly considered under a
Rule 12(b)(6) motion, as part of the "full text" of
as noted, strongly object to the consideration of the Plan on
a Rule 12(b)(6) motion, and asks the Court to convert the
Motion to Dismiss to a motion for summary judgment, arguing
that Plaintiffs did not quote, cite, or rely on the Plan in
bringing this action. Pl. Br. 8.
Court agrees that Plaintiffs did not rely on the Plan in
drafting the Complaint. Plaintiffs did rely on, quote, and
cite the CBA in bringing this action. Id. As the
Plan was incorporated by reference into the CBA, and is
therefore part of the "full text" of the CBA, it is
properly considered on a motion to dismiss. Even were the
Court to reach a contrary conclusion as to the "full
text" question, consideration of the Plan would still
not be forestalled, as it works none of the injustice
contemplated by the Rules in excluding extrinsic documents
from the decision of Rule 12(b)(6) motions. See, e.g.,
Cortec Indus., Inc. v. Sum Holding L.P., 949 F.2d 42, 48
(2d Cir. 1991) ("the problem that arises when a court
reviews statements extraneous to a complaint generally is the
lack of notice to the plaintiff that they may be so
considered; it is for that reason - requiring notice so that
the party against whom the motion to dismiss is made may
respond - that Rule 12(b)(6) motions are ordinarily converted
into summary judgment motions").
it is settled law and common sense that "arbitration is
a matter of contract." AT & T Technologies, Inc.
v. Communications Workers of Am., 475 U.S. 643, 648
(1986) (quoting United Steelworkers of Am. v. Warrior
& Gulf Navigation Co., 363 U.S. 574, 582 (1960)).
“Like other contracts, [a CBA] must be read as a whole
. . . .” Mastro Plastics Corp. v. NLRB, 350
U.S. 270, 279 (1956). "When courts interpret CBAs,
traditional rules of contract interpretation apply as long as
they are consistent with federal labor policies."
Aeronautical Indus. Dist. Lodge 91 v. United Techs.
Corp., 230 F.3d 569, 576 (2d Cir. 2000). In short,
Defendant's Motion to Dismiss presents the Court with a
question of contract interpretation, and it would be a
perverse and pointless exercise to exclude the Plan,
incorporated by reference into that contract, from the
Court's reading of the CBA's contractual language.
the Court rejects Plaintiffs' suggestion that the Defense
Motion be converted to one for summary judgment, and will
proceed to resolve it on the Rule 12(b)(6) standard, taking
into account the documents attached to that Motion, as
incorporated into the pleadings by reference.
STANDARD FOR MOTION TO DISMISS
plaintiff must set forth sufficient factual allegations,
which accepted as true, "state a claim to relief that is
plausible on its face" in order to survive a Rule
12(b)(6) motion to dismiss. Ashcroft v. Iqbal, 556
U.S. 662, 678 (2009) (quoting Bell Atlantic Corp. v.
Twombly, 550 U.S. 544, 570, (2007)) (internal quotation
marks omitted). In applying this standard, the Court is
guided by "'[t]wo working principles.'"
Harris v. Mills, 572 F.3d 66, 72 (2d Cir. 2009)
(quoting Iqbal, 556 U.S. at 678). First, all factual
allegations in the complaint must be accepted as true and all
reasonable inferences must be drawn in the plaintiff's
favor although the Court need not accept "legal
conclusions" or similar conclusory statements. See
Id. Second, "[d]etermining whether a complaint
states a plausible claim for relief will . . . be a
context-specific task that requires the reviewing court to
draw on its judicial experience and common sense" and
only if a complaint states a plausible claim for relief will
it survive a motion to dismiss. Id. (quoting
Iqbal, 556 U.S. at 679) (internal quotation marks
STANDARD FOR COMPELLING ARBITRATION UNDER THE LMRA
brought this action under § 301 of the Labor-Management
Relations Act (LMRA), 29 U.S.C. § 185. See
Compl. 1. § 301 creates a federal cause of action for
violation of collective bargaining agreements (CBAs). 29
U.S.C. § 185. Like many prior suits brought under this
statute, this matter concerns the refusal of one party to
enter into binding arbitration.
series of cases known as the "Steelworkers Trilogy,
" the Supreme Court established the baseline principles
which courts apply when considering a suit to compel
arbitration under the LMRA. See United Steelworkers of
Am. v. Enter. Wheel & Car Corp., 363 U.S. 593
(1960); Warrior & Gulf Navigation Co., 363 U.S.
574; Am. Mfg. Co., 363 U.S. 564.
[A]rbitration is a matter of contract and a party cannot be
required to submit to arbitration any dispute which he has
not agreed so to submit. Yet, to be consistent with
congressional policy in favor of settlement of disputes by
the parties through the machinery of arbitration, the
judicial inquiry under § 301 must be strictly confined
to the question whether the reluctant party did agree to
arbitrate the grievance or did agree to give the arbitrator
power to make the award he made. 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.
Warrior & Gulf Nav. Co., 363 U.S. at 582-83. So
strong is the presumption of arbitrability, that, with a
"broad" arbitration clause in place, "[i]n the
absence of any express provision excluding a particular
grievance from arbitration, we think only the most forceful
evidence of a purpose to exclude the claim ...