Carpenters 4 Northern Cal. Counties Conf. Bd. v. Valentine

• Decision Date: 07 May 1982
• Citation: 182 Cal.Rptr. 500,131 Cal.App.3d 534
• Court: California Court of Appeals Court of Appeals
• Parties: , 114 L.R.R.M. (BNA) 2272, 95 Lab.Cas. P 55,369 CARPENTERS 46 NORTHERN CALIFORNIA COUNTIES CONFERENCE BOARD, Plaintiff and Respondent, v. George E. VALENTINE II, etc., Defendant and Appellant. Civ. 51111.

Page 500

182 Cal.Rptr. 500

131 Cal.App.3d 534, 114 L.R.R.M. (BNA) 2272,

95 Lab.Cas. P 55,369

CARPENTERS 46 NORTHERN CALIFORNIA COUNTIES CONFERENCE BOARD, Plaintiff and Respondent, v. George E. VALENTINE II, etc., Defendant and Appellant.

Civ. 51111.

Court of Appeal, First District, Division 1, California.

May 7, 1982.

Bruce A. Lieberman, George E. Valentine, II, Oakland, for defendant and appellant.

David A. Rosenfeld, Van Bourg, Allen, Weinberg & Roger, San Francisco, for plaintiff and respondent.

GRODIN, Associate Justice. ^*

George E. Valentine II (hereinafter Valentine), appeals from an order of the San Francisco Superior Court granting the petition of Carpenters 46 Northern California Counties Conference Board (hereinafter Board) to confirm an arbitration award. Upon review of Valentine's various contentions we find no error, and affirm.

Factual and Procedural Background

Valentine is a general contractor licensed by the State of California. The Board is an organization comprised of affiliated local unions and district councils which represent workers employed as carpenters.

On July 30, 1974, Valentine signed a one-page document entitled "46 Counties Carpenters Memorandum Agreement" in which he agreed "to comply with the wages, hours and working conditions as set forth in that certain agreement referred to for convenience as the Carpenters 46 Northern California Counties Master Agreement dated June 16, 1974 and terminating June 15, 1977 ... and any modifications, changes, extensions or renewals of or to said Master Agreements which may be negotiated by the parties thereto for the term thereof." The 1974-1977 master agreement was extended, with modifications, for a period of three years from 1977 to 1980. The terms of the two agreements, insofar as they are relevant to decision of this matter, are identical.

Section 51 of the master agreement provides for a grievance and arbitration procedure applicable to "[a]ny dispute concerning any application or interpretations of this Agreement." Under that procedure, disputes not satisfactorily adjusted between the union and the individual employer are to be submitted to a board of adjustment composed of two members named by the union, two by the Homebuilders Association (which is the principal party to the master agreement) and an impartial arbitrator. The agreement provides: "Decisions of the Board of Adjustment or an Impartial Arbitrator shall be within the scope and terms of this Agreement and shall be final and binding upon all parties hereto."

In 1977 Valentine, according to his declaration in the instant matter, stopped employing union labor, and stopped making contributions to the union's various trust funds. Sometime in November 1978 he received a copy of a grievance initiated by the union, which he characterized as being "for refusing to hire union carpenters and not making payments to the union's trust funds." Because he did not believe he was obligated to the union, Valentine, according to his declaration, ignored the grievance.

On February 23, 1979, Paul Cassady, permanent impartial arbitrator under the master agreement, rendered an "Arbitration Decision and Award." The arbitrator's opinion reflects that a hearing was held on January 24, 1979, and that there was no appearance by the Homebuilders Association or by Valentine. The opinion states that various exhibits were introduced, including a "[c]opy of the Memorandum Agreement" signed by Valentine, a "[c]opy of the grievance dated November 7, 1978," a "[c]opy of letter sent to last known address of the Employer advising Employer of the time and date of this proceeding," and "[p]roof of service by mail dated January 4, 1979"; and that Jim O'Sullivan, business representative of Carpenters Local Union No. 22, testified as to the merits of the grievance.

Based upon the evidence submitted, the arbitrator found that Valentine "is party to and bound to the current Master Agreement," and that Valentine "failed to appear, although it was given notice of these proceedings and was advised by said notice of its right to be heard." The arbitrator also found that the grievance was meritorious, and issued an award requiring Valentine (1) to cease and desist any further violations of the agreement, and (2) to submit to an audit of its books and records to determine amounts, if any, which might be due for wages and fringe benefits. The arbitrator retained jurisdiction to resolve any dispute which might arise concerning the amounts of back pay and benefits. In accordance with the terms of the master agreement, the arbitrator ordered Valentine to pay reasonable court costs and attorneys' fees incurred in enforcing the award, if Valentine failed to comply, and to pay the sum of $75 for his share of the cost of the arbitration proceeding.

On April 23, 1979, the Board filed a petition to confirm arbitrator Cassady's award. The only evidence introduced in the confirmation proceedings, apart from the relevant documents and the award, was a declaration from Valentine which makes the following assertions: (1) that he signed the memorandum agreement without reading it, and without negotiation, because he was told by an unidentified union representative that he had to do so in order to employ union carpenters; (2) that although the memorandum agreement contained an acknowledgement that he had received copies of the master agreement and relevant trust agreements, in fact no such documents were received by him; (3) that "[a]s far as was made known to [him] by the union representative, [his] only obligations were to pay union wages and make contributions to the union trust funds so long as [he] employed union labor"; (4) that when he stopped employing union labor and stopped making contributions to the trust funds "some of [the union's] members began picketing [his] job site; and a few of them engaged in acts of violence against [his] machinery, [his] tools, some of [his] employees and [himself]"; (5) that when he received the notice of grievance in November 1978 he ignored it because he "concluded that the purported grievance simply was the most recent example of the union's harassment of [his] business, and, upon the advice of [his] attorney"; and (6) that he was served on March 9, 1979, with the petition for confirmation of the arbitrator's award. The declaration does not make reference to the letter referenced in the arbitrator's decision, advising him of the time and date of the arbitration proceeding.

Based upon this evidence, and upon memoranda and oral argument, the trial court, on June 25, 1980, entered an order granting the petition to confirm and awarding costs to the Board. This appeal followed.

Discussion

Valentine makes several arguments, which we will consider in the order most convenient for analysis.

First, he contends that as a matter of law he was not bound by the automatic renewal provision of the master agreement because the memorandum of agreement which he signed was a contract of adhesion, and the automatic renewal provision contained in the master agreement was both unknown to him and contrary to his reasonable expectations.

There exists a threshold question as to what law governs determination of this issue. The Board asserts that it is federal law "[s]ince this dispute concerns a Collective Bargaining Agreement which affects interstate commerce." The reference is to section 301(a) of the Labor Management Relations Act (29 U.S.C. § 185(a)), which pertains to suits for violations of contracts "between an employer and a labor organization representing employees in an industry affecting commerce." The United States Supreme Court has held that Congress intended to create a body of federal substantive law applicable to suits under section 301(a) (Textile Workers v. Lincoln Mills (1957) 353 U.S. 448, 77 S.Ct. 923, 1 L.Ed.2d 972), and that while state courts share concurrent jurisdiction over such suits, federal law remains applicable and "incompatible doctrines of local law must give way." (Teamsters Local v. Lucas Flour Co. (1962) 369 U.S. 95, 102, 82 S.Ct. 571, 576, 7 L.Ed.2d 593; see also, Northern Cal. Dist. Council of Hod Carriers v. Pennsylvania Pipeline, Inc. (1980) 103 Cal.App.3d 163, 171, 162 Cal.Rptr. 851, cert. denied (1980) 449 U.S. 874, 101 S.Ct. 216, 66 L.Ed.2d 95.)

It is not at all clear that the contract which Valentine signed is subject to section 301(a). The record contains no evidence pertaining to the size of his business operations or their impact upon interstate commerce. The petition to confirm the arbitration award alleges that Valentine "is an employer pursuant to the meaning of the National Labor Relations Act," and that allegation is not denied in the response; but the term "employer" is defined in the federal statute in terms which make no reference to interstate commerce. (29 U.S.C. § 152(2).) And, assuming arguendo that the contract could fall within the ambit of section 301 by virtue of the Board's contractual relationships with employers under the master agreement, the record is barren of evidence concerning the interstate aspects of those relationships as well.

We find it unnecessary to decide that question, however, since we find no incompatibility between federal and state principles as applied to this case. Graham v. Scissor-Tail, Inc. (1981) 28 Cal.3d 807, 171 Cal.Rptr. 604, 623 P.2d 165, provides a framework for analysis. In that case, the Supreme Court reiterated established state law that a contract of adhesion--"a standardized contract, which, imposed and drafted by the party of superior bargaining strength, relegates to the subscribing party only the opportunity to adhere to the contract or reject it" (id., at p. 817, 171 Cal.Rptr. 604, 623 P.2d 165)--is "fully enforceable according to its terms [citations] unless certain other factors are present which, under established legal rules--legislative or judicial--operate to render it otherwise. [p]...