Baton Rouge Bldg. and Const. Trades Council AFL-CIO v. Jacobs Constructors, Inc.

• Decision Date: 28 November 1986
• Docket Number: AFL-CIO,No. 86-3169,86-3169
• Citation: 804 F.2d 879
• Parties: 123 L.R.R.M. (BNA) 3169, 105 Lab.Cas. P 12,144 BATON ROUGE BUILDING AND CONSTRUCTION TRADES COUNCIL, et al., Plaintiffs-Appellants, v. JACOBS CONSTRUCTORS, INC., et al., Defendants-Appellees.
• Court: U.S. Court of Appeals — Fifth Circuit

Page 879

804 F.2d 879

123 L.R.R.M. (BNA) 3169, 105 Lab.Cas. P 12,144

BATON ROUGE BUILDING AND CONSTRUCTION TRADES COUNCIL AFL-CIO, et al., Plaintiffs-Appellants, v. JACOBS CONSTRUCTORS, INC., et al., Defendants-Appellees.

No. 86-3169.

United States Court of Appeals Fifth Circuit.

Nov. 28, 1986.

Louis Robein, Gardner, Robein & Healey, Jerry L. Gardner, Jr., William Lurye, Metairie, La., for plaintiffs-appellants.

G. Michael Pharis, Baton Rouge, La., for Jacobs.

Gardner C. Courson, Atlanta, Ga., for UMC.

Lloyd H. Shenefelt, III, Deborah Brown Gentry, Baton Rouge, La., for Exxon Corp.

Appeal from the United States District Court for the Middle District of Louisiana.

Before BROWN, RANDALL and HILL, Circuit Judges.

PER CURIAM:

The controversy in the instant case centers around the question whether non-signatory local unions can enforce the provisions of a collective bargaining agreement entitled the General Presidents' Project Maintenance Agreement by Contract, commonly referred to as the "orange book." An orange book is a standard form collective bargaining agreement entered into on a project-by-project basis between a maintenance contractor and the General Presidents' Committee on Contract Maintenance, a group of interested international unions. After a contractor's bid is accepted on a maintenance project, the contractor submits the details of the project and any requests for special provisions to the General Presidents' Committee. Sometimes the Committee asks the local unions for advice regarding the project, and sometimes the local unions contact the Committee to request that an orange book agreement as to a certain project not be granted. If the Committee is satisfied with the credentials of the contractor's client and the details of the project, the Committee will execute an orange book agreement for that project, granting or not granting any special provisions requested by the contractor.

The primary question raised on appeal is whether local unions, who have not signed an orange book agreement with the contractor, have a contractual relationship with the contractor sufficient to give them standing to sue for a violation of that agreement under section 301 of the Labor Management Relations Act, 29 U.S.C Sec. 185. A secondary question is also presented as to whether the local unions may bring a pendant suit for tortious interference with contractual relations under Louisiana law.

I.

In April of 1985, the Baton Rouge Building and Construction Trades Council, composed of local unions representing crafts related to construction and maintenance, and twelve of its constituent members ("plaintiffs" or "local unions") brought suit against the defendants. Plaintiffs allege that a collective bargaining agreement, more specifically, an orange book agreement, existed between themselves and defendant Jacobs Constructors, Inc. ("Jacobs"). Plaintiffs further allege that Jacobs created an alter-ego, non-union entity, defendant UMC of Louisiana, Inc. ("UMC"), and that, at the urging of defendant Exxon Corporation, Inc. ("Exxon"), Jacobs transferred its maintenance work at the Exxon site to UMC, thereby violating the orange book agreement.

In November of 1985, defendants filed motions to dismiss the complaint and for summary judgment. Defendants argued that the local unions were not parties to the orange book agreement and therefore lacked standing to enforce the agreement under section 301. Defendants further argued that claims for tortious interference with contractual relations were not recognized by Louisiana law. In February of 1986, the district court dismissed plaintiffs' claims with prejudice, finding that plaintiffs lacked standing under section 301 and that no cause of action for tortious interference with contractual relations existed under Louisiana law.

On appeal, we find no genuine issue of material fact and affirm the judgment of the court below.

II.

Since the parties presented depositions and documentary evidence in support of their briefs on the motion to dismiss the section 301 claim, we will review the district court's dismissal of that claim as a grant of summary judgment. See Carpenter Local Union No. 1846 v. Pratt-Farnsworth, Inc., 690 F.2d 489, 500 (5th Cir.1982) (review dismissal as grant of summary judgment when district court went beyond pleadings to address the question). Our review of the section 301 standing issue presents the questions (1) whether there is any issue of material fact in dispute, and if not (2) whether the moving party is entitled to judgment as a matter of law. Id.; Southmark Properties v. Charles House Corp., 742 F.2d 862, 873 (5th Cir.1984). In making this determination, we must review the evidence and any inferences to be drawn therefrom in the light most favorable to the non-moving party. Id.

Since no evidence was presented regarding the claim for tortious interference with contractual relations, we review the dismissal of this cause of action as a simple dismissal for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6). In reviewing the dismissal of this claim, we may uphold the action of the trial court only if it appears that no relief could be granted under any set of facts that could be proved consistent with the allegations. Hishon v. King & Spalding, 467 U.S. 69, 104 S.Ct. 2229, 2233, 81 L.Ed.2d 59 (1984). With these standards of appellate review in mind, we turn to the substantive questions presented.

III.

Section 301 of the Labor Management Relations Act reads in pertinent part as follows:

Suits for violation of contracts between an employer and a labor organization representing employees in an industry affecting commerce as defined in this chapter, or between such labor organizations, may be brought in any district court of the United States having jurisdiction of the parties, without respect to the amount in controversy or without regard to the citizenship of the parties.

29 U.S.C. Sec. 185(a). "A section 301 claim must satisfy three requirements: (1) a claim of violation of (2) a contract (3) between an employer and a labor organization." Carpenters Local Union No. 1846 v. Pratt-Farnsworth, Inc., 690 F.2d 489, 500 (5th Cir.1982). It is clear that "a section 301 suit may be brought for violation of a labor contract only against those who are parties to the contract at issue." Id. at 501; see also Dixie Machine Welding & Metal Works, Inc. v. Marine Engineers Beneficial Ass'n, 243 F.Supp. 489 (E.D.La.1965). None of the plaintiffs has signed the orange book agreement in question. Plaintiffs assert nonetheless that they are parties to the agreement because their respective international unions acted as their agents and signed the agreement on their behalf, and, alternatively, that the parties have modified the agreement to include the plaintiffs, as indicated by their behavior with respect to the local unions.

In support of their contention that the international unions made the local unions parties to the agreement, plaintiffs point to article 1, section 1 of the orange book, which reads as follows:

This Agreement is for the joint use and benefit of the contracting parties, and the provisions herein defined and set forth shall be construed as binding upon and effective in determining the relations between the parties and/or subordinate sub-divisions thereof signing hereto: and to set forth herein, the basic Agreement covering the rates of pay, hours of work, and conditions of employment to be observed by the parties hereto.

(emphasis added). Plaintiffs argue that the inclusion of the clause "and/or subordinate sub-divisions thereof" demonstrated the international unions' intention to make the agreement effective with respect to local unions. Defendants, on the other hand, emphasize the words "signing hereto," which modify the entire clause. Since the local unions did not sign the contract, the contract is not, by its very terms, effective with respect to them.

After having carefully reviewed the "four corners" of the orange book, we conclude that the local unions were not included in the orange book agreement by article 1.

Plaintiffs argue that an interpretation of this clause as applying only to subordinate subdivisions that sign the agreement would render the clause redundant and almost meaningless, because "parties" and "signatories" are synonymous terms. We agree that these terms are, in general contract application, synonymous; however, we find that the parties included these otherwise "redundant" terms simply to emphasize that the only way to become a party was to sign the agreement. Plaintiffs' "non-signatory party" argument is undercut by the language of article 1's second paragraph, which provides for modification of the contract in writing by "the parties signatory hereto." This language from the second paragraph indicates that, contrary to the plaintiffs' assertions, the words "signing hereto" were not a result of the drafters' oversight. ¹

Moreover, the structure of the agreement and its negotiation in particular cases all point to administration at the national level. While the local unions may, as a practical matter, have some input with the Committee as to the granting of an orange book agreement, the contract negotiations are held exclusively at the national level between the contractor and the Committee of General Presidents. ...