International Union v. Dana Corp.

• Decision Date: 22 January 2002
• Docket Number: No. 00-4167.,00-4167.
• Citation: 278 F.3d 548
• Parties: INTERNATIONAL UNION, United Automobile, Aerospace, and Agricultural Implement Workers of America, Plaintiff-Appellee, v. DANA CORPORATION, Defendant-Appellant.
• Court: U.S. Court of Appeals — Sixth Circuit

278 F.3d 548

INTERNATIONAL UNION, United Automobile, Aerospace, and Agricultural Implement Workers of America, Plaintiff-Appellee, v. DANA CORPORATION, Defendant-Appellant.

No. 00-4167.

United States Court of Appeals, Sixth Circuit.

Argued: November 2, 2001.

Decided and Filed: January 22, 2002.

COPYRIGHT MATERIAL OMITTED

Joan Torzewski, Lackey, Nusbaum, Harris, Reny & Torzewski, Toledo, OH, Catherine J. Trafton (argued and briefed), Assoc. Gen. Counsel, International Union, UAW, Michael B. Nicholson (briefed), Detroit, MI, for Plaintiff-Appellee.

Richard S. Walinski (briefed), Meredith L. Mercurio (briefed), Cooper & Walinski, Toledo, OH, Michael J. Lorenger (briefed), Stanley J. Brown (argued and briefed), Hogan & Hartson, LLP, McLean, VA, for Defendant-Appellant.

Before: KEITH, BOGGS, and MOORE, Circuit Judges.

OPINION

MOORE, Circuit Judge.

Defendant-Appellant Dana Corporation appeals from an order of the district court granting summary judgment to Plaintiff-Appellee International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America (the "UAW"). In 1999, the UAW filed a claim in federal district court against Dana pursuant to § 301 of the Labor Management Relations Act, 29 U.S.C. § 185(a), to enforce an arbitration award finding Dana in breach of the collective bargaining agreement between Dana and the UAW. Dana filed a counter-claim, alleging that the arbitration award was invalid because the arbitrator's interpretation of a neutrality provision in the collective bargaining agreement differed from that of a previous arbitrator. Both parties moved for summary judgment, and the district court granted the UAW's motion. For the following reasons, we AFFIRM the district court's judgment.

I. BACKGROUND

Dana Corporation, a manufacturer of automobile parts, and the UAW are parties to a collective bargaining agreement ("Master Agreement") that covers several of Dana's plants.¹ The Master Agreement contains provisions for the arbitration of grievances, including the selection of a permanent arbitrator by agreement of the parties. In regard to decisions made by the permanent arbitrator, the Master Agreement provides that:

In deciding a case, it shall be the function of the Arbitrator to interpret the Agreement and all Supplemental Agreements thereto and to decide whether or not there has been a violation thereof. He shall have no right to change, add to, subtract from, or modify any of the terms of this Agreement or any Supplemental Agreements thereto....

Joint Appendix ("J.A.") at 207 (Master Agreement). The Master Agreement further provides that decisions of the permanent arbitrator "shall be final and binding upon both the Union and the Company." J.A. at 207. A side letter to the Master Agreement, first negotiated in 1976,² governs Dana's conduct when the UAW seeks to organize a Dana plant whose employees are not represented by a union. In the letter, Dana agreed that:

Where the UAW becomes involved in matters relating to the representation of our employees, we intend to continue our commitment of maintaining a neutral position on this matter. The Company and/or its representatives will communicate with our employees, not in an anti-UAW manner, but in a positive pro-Dana manner.

J.A. at 92 (Neutrality Letter). Dana also stated in the letter that "[w]e have no objection to the UAW becoming or remaining the bargaining representative of our people as a result of such as [sic] election." J.A. at 92. But Dana did stipulate that "we reserve the right to speak out in any manner appropriate when undue provocation is evident in a representation campaign." J.A. at 93.³

In arbitration awards in 1981, 1994, and two in 1997, permanent arbitrator Richard Mittenthal interpreted the neutrality provision of the side letter. The 1981 arbitration arose out of a grievance filed by the UAW, alleging that Dana, through its wholly owned subsidiary Wix, had violated the neutrality provision in opposing the UAW's organizational campaign at Wix plants in Gastonia, North Carolina. Arbitrator Mittenthal began his arbitration opinion by noting that:

Dana concedes that where the UAW attempts to organize a Dana facility, Dana must "maintain ... a neutral position on this matter ..." True neutrality would mean, of course, that Dana would take no stand on the question of union representation. It could not be for or against the UAW. But that kind of strict neutrality does not appear to have been contemplated by the parties. Dana did not commit itself to silence. Rather, it was permitted by the "Neutrality Letter" to "communicate with ... employees not in an anti-UAW manner, but in a positive pro-Dana manner."

J.A. at 100 (1981 Arbitration). He then stated that:

[T]he parties agree that Dana is free to express opposition to the UAW provided its argument is not couched in anti-UAW language.

This may seem, at first blush, a contradiction in terms. But what the parties appear to have had in mind is that Dana argue its case in an objective high-minded fashion without resort to the kind of threats and innuendos which have often accompanied employer speech in organizing campaigns.

J.A. at 101. Because he found that Dana, through Wix, had expressed its opposition to the UAW in explicit anti-UAW terms and that the UAW had not unduly provoked Dana, Arbitrator Mittenthal concluded that Dana had violated the neutrality provision.

The 1994 arbitration arose out of a similar grievance filed by the UAW involving the organization of a Dana plant in Gordonsville, Tennessee. In his arbitration opinion, Arbitrator Mittenthal cited extensively from his 1981 opinion, and he expanded on his earlier interpretation of the provision only by noting that "anti-UAW" means any anti-UAW statements — truthful or untruthful. J.A. at 113 (1994 Arbitration). Arbitrator Mittenthal again concluded that Dana had violated the neutrality provision in making explicitly anti-UAW statements to its employees without undue provocation. The 1997 arbitrations involved Dana plants in Morganton, North Carolina, and Cape Girardeau, Missouri. In both, Arbitrator Mittenthal reiterated his earlier interpretation of the neutrality provision, and, as in the 1981 and 1994 arbitrations, he found that Dana had violated the provision.

In 1998, the UAW attempted to organize the Dana plant in Greensboro, North Carolina. On September 4, 1998, the UAW filed a grievance with the new permanent arbitrator, Paul E. Glendon, charging Dana with twelve violations of the neutrality provision. In April and June of 1999, Arbitrator Glendon held hearings, and on September 17, 1999, he issued an award for the UAW on five of the twelve charges. Arbitrator Glendon began his arbitration opinion by discussing the arbitral history of the neutrality provision; although he recognized that Arbitrator Mittenthal's interpretation of the provision "had been part of the parties' collective bargaining relationship for seventeen years" and that "questions of whether the Corporation violated the Neutrality Letter at Greensboro... must be answered with this arbitral history in mind," J.A. at 149 (1999 Arbitration), he stated that:

The Corporation's promises that it has "no objection to the UAW becoming or remaining the bargaining representative of our people as a result of [an NLRB] election," will "continue [its] commitment of maintaining a neutral position on this matter," and "will communicate with ... employees, not in an anti-UAW manner, but in a positive pro-Dana manner" indeed are clear and unambiguous, and to this arbitrator it is not just difficult, but impossible, to reconcile with [sic] them with any communication of outright opposition "to the UAW becoming the bargaining representative of our people."

J.A. at 147 (1999 Arbitration). In regard to three of the five charges he sustained, though, Arbitrator Glendon expressly invoked the interpretation of the neutrality provision developed by Arbitrator Mittenthal. On the first charge, Arbitrator Glendon found that Dana had violated the neutrality provision because it had communicated a link between union representation and loss of job security to its employees. J.A. at 151-52. Arbitrator Glendon cited Arbitrator Mittenthal's February 13, 1997 arbitration opinion for the proposition that linking union representation with a loss of jobs "can hardly be viewed as `communica[tion] ... in a positive pro-Dana manner.' It is a thinly veiled attempt to associate the UAW with inefficiency and poor productivity. It is `anti-UAW.'" J.A. at 151 (1999 Arbitration) (quoting Feb. 13, 1997 Arbitration, J.A. at 127). Similarly, on the second and third charges, Arbitrator Glendon found that Dana had violated the neutrality provision because it had made explicitly anti-UAW statements to its employees. J.A. at 154, 157 (1999 Arbitration).

In regard to the sixth charge, Arbitrator Glendon expressly rejected Arbitrator Mittenthal's interpretation of the neutrality provision. The sixth charge involved a letter sent by the plant manager, Ralph Bash, to the employees stating that Dana was "absolutely opposed" to the unionization of the employees at the plant and describing how joining the union would negatively affect the employees. J.A. at 161-62 (1999 Arbitration).⁴ Arbitrator Glendon found that although the letter was not explicitly "anti-UAW" and would perhaps have been permissible under Arbitrator Mittenthal's interpretation of the neutrality provision, "it is not only difficult, but impossible, to reconcile such statements with the `no objection' pledge in particular and the commitment of neutrality in general." J.A. at 163 (emphasis in original). Arbitrator Glendon further concluded that:

It is certainly true that the Corporation is not sentenced to silence in a UAW organizing campaign, but what the Neutrality Letter permits by way of pro-Dana communication is, at most, a statement by management to employees at a plant facing an...