International Broth. of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers, AFL-CIO v. Local Lodge D111 of Cement, Lime, Gypsum and Allied Workers Div. of Intern. Broth. of Boilermakers
| Decision Date | 02 November 1988 |
| Docket Number | AFL-CI,No. 88-8032,P,88-8032 |
| Citation | 858 F.2d 1559 |
| Parties | 129 L.R.R.M. (BNA) 2810, 57 USLW 2332, 110 Lab.Cas. P 10,830 INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, IRON SHIP BUILDERS, BLACKSMITHS, FORGERS AND HELPERS,laintiffs-Appellees, v. LOCAL LODGE D111 OF the CEMENT, LIME, GYPSUM AND ALLIED WORKERS DIVISION OF THE INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, et al., Defendants-Appellants. |
| Court | U.S. Court of Appeals — Eleventh Circuit |
John C. Falkenberry, Falkenberry & Whatley, Birmingham, Ala., Bernard N. Katz, Meranze and Katz, Philadelphia, Pa., for defendants-appellants.
Robert L. Dameron, Blake & Uhlig, Michael J. Stapp, Kansas City, Kan., James Edward McAleer, Downing, McAleer & Gaskin, Savannah, Ga., for plaintiffs-appellees.
Appeal from the United States District Court for the Southern District of Georgia.
Before TJOFLAT and FAY, Circuit Judges, and SHARP *, District Judge.
Local Lodge D111 (Local D111), a former subordinate local lodge of the appellee union, International Brotherhood of Boilermakers (International), appeals the district court's order granting summary judgment in favor of International. Local D111 asserts that the district court erred in permitting International to take control of all funds, property, and assets which the local retained subsequent to its disaffiliation from International. Moreover, Local D111 contends that it was error for the district court to require it to remit past due per capita tax/division fund payments and submit monthly membership and quarterly audit reports to International. 1 The local argues that its agreement executed with International pursuant to the merger allows it to retain its assets and treasury upon disaffiliation. We hold that the International's constitution is consistent with the merger agreement and that the provisions of the constitution requiring forfeiture of a local's assets upon its disbandment from the International contractually bind the parties. Local D111 must therefore relinquish its assets to International and submit the required payments and reports. Accordingly, the order of the district court granting International summary judgment is affirmed.
The facts of this case, which the parties do not dispute, are thoroughly set forth in the trial court's order. See International Brotherhood of Boilermakers v. Local Lodge D111, 681 F.Supp. 1570 (S.D.Ga.1987). For clarification however, we highlight the more relevant facts here.
The International Brotherhood of Boilermakers is an international labor organization which, together with Local D111, formerly served as collective bargaining representative of the employees of the Gold Bond Building Products facility in Savannah, Georgia. On April 1, 1984, International merged with the United Cement, Lime, Gypsum, and Allied Workers International Union (CWI) upon execution of a merger agreement setting forth the terms of the merger. The merger agreement consolidated CWI and its local affiliates into the Cement Division of International. Local 111 of CWI was issued an International charter and became Local D111 of the merged organization. The preamble to the merger agreement expressly provides that International's constitution "will be the supreme law of the merged organization." (R. 2-9-Plaintiff's Exhibit No. 2.) Consequently, upon merger, Local D111 became bound by International's constitution and its directives.
In August 1986, delegates attending International's constitutional convention reaffirmed the merger. However, the adverse outcome of a Cement Division vice-presidential election held at the convention created dissention among several locals. In September 1986, Local D111 voted to disaffiliate from International. Local D111 retained its treasury and assets and refused to submit periodic membership and audit reports to International as required by its constitution.
On January 16, 1987 at a National Labor Relations Board (NLRB) election held to determine the appropriate collective bargaining representative for the Gold Bond employees, the employees rejected International as their representative and voted to affiliate with a rival international union; the Independent Workers of North America (Independent). The NLRB then certified Independent as the exclusive collective bargaining agent of the disaffiliated local. Upon learning of the NLRB election, International notified Local D111 on February 11, 1987 that the local was automatically disbanded and its charter revoked for lack of active union membership in accordance with International's constitution.
International brought suit against Local D111 seeking to enforce the contractual obligations outlined in its constitution pertaining to distribution of assets after a local disaffiliates from its parent union. International's constitution expressly provides that upon disbandment, assets of a local lodge shall be forfeited to the International (forfeiture clauses). Additionally, the constitution and merger agreement require Local D111 to remit monthly per capita tax/division fund payments to International calculable at 1.65 times the base labor rate at the lodge. The constitution also mandates Local D111 to submit monthly membership and quarterly financial reports to International.
Local D111 never contested its obligations under the constitution nor its failure to abide by it from July 1986 through January 1987. However, Local D111 did contend that the merger agreement conflicted with and controlled the International constitution. Thus, pursuant to a merger agreement clause allowing each local lodge to retain its treasury after the merger (retain clause), Local D111 refused to forfeit its assets.
The district court concluded that International was entitled to judgment as a matter of law since the only issues presented concerned unambiguous contractual language and involved no genuine questions of material fact. In so ruling, the court found that the forfeiture clauses of International's constitution and the retain clause of the merger agreement were consistent, and that read together, these contractual provisions called for forfeiture of the local's funds and assets to International. We agree with the district court's conclusions.
Since this is an appeal from the grant of summary judgment, we must examine the evidence in the light most favorable to Local D111. See Fed.R.Civ.P. 56(c); Everett v. Napper, 833 F.2d 1507, 1510 (11th Cir.1987). Summary judgment is proper only if no genuine issue of material fact exists and if International is entitled to judgment as a matter of law. Id. Although we find that no genuine issue of material fact exists in this case 2, we must examine whether International is entitled to summary judgment as a matter of law.
The contractual relationship between International and Local D111, as set forth in the union's constitution and the merger agreement, provides the basis for analyzing whether International is entitled to the local's assets and treasury. Under contract law principles, "where the language of a contract is unambiguous, the legal effect of that language is a question of law." Orkin Exterminating Co., Inc. v. F.T.C., 849 F.2d 1354, 1360 (11th Cir.1988). The preliminary inquiry of whether a contractual ambiguity exists is also a question of law which the court may resolve summarily. Id.; Freeman v. Continental Gin Co., 381 F.2d 459, 465 (5th Cir.1967). A contract term is ambiguous if it is reasonably susceptible of more than one interpretation. Orkin, supra, at 1360. However, a party cannot create a contractual ambiguity merely by asserting that it exists. Likewise, disputes over contractual terms, standing alone, reveal no ambiguity. Id. (citing Vreeland v. Federal Power Comm'n, 528 F.2d 1343, 1351 (5th Cir.1976))
The trial court found the contractual language unambiguous, and ruled as a matter of law that the union constitution embodied the supreme law of the merged organization while the merger agreement governed "the effect of the merger on local treasuries." Local Lodge D111, supra, at 1574. In reviewing the district court's findings that the contract is unambiguous, we examine the disputed contractual terms in the context of the entire agreement, giving the words their plain and ordinary meaning as understood by a reasonable person. Universal Towing Co. v. United Barge Co., 579 F.2d 1098, 1101 (8th Cir.1978). Given the plain language of these agreements, we find the district court's conclusions reasonable.
Article V, Section 6 of International's constitution states:
Any Local Lodge having less than ten (10) active members shall be automatically disbanded and its Charter returned to the International Brotherhood, together with all books, records, properties, funds, and assets (including trusts, trust funds or other trust properties held, operated or controlled by such Local Lodge) owned or held by such Local Lodge at the time of such disbanding, which shall become the property of the International Brotherhood.
Article XXXVI, Section 2 of the constitution also provides, in pertinent part:
The funds and property of a subordinate body are trust funds for the benefit of its members and shall not be divided in any manner among the members of the subordinate body. Upon the surrender, forfeiture or revocation of its charter other than through consolidation, all funds belonging to such subordinate body shall be forwarded promptly to the International Secretary-Treasurer and all real estate and other property owned or held by such body shall be immediately transferred and conveyed by the proper legal instrument to the International Board of Trustees of the International Brotherhood.
Local D111 cites two provisions in the merger agreement which it contends conflict with and override International's constitution. First, Article V, Section 3 of the Merger Agreement provides in relevant part:
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