Local 37, Sheet Metal Workers' Intern. Assoc. v. Sheet Metal Workers' Intern. Assoc., AFL CIO

• Decision Date: 02 September 1981
• Docket Number: E,AFL-CI,No. 81-1080,81-1080
• Citation: 655 F.2d 892
• Parties: 107 L.R.R.M. (BNA) 3288, 92 Lab.Cas. P 12,926 LOCAL 37, SHEET METAL WORKERS' INTERNATIONAL ASSOCIATION and the Individual Members and Applicants thereof, Appellees, v. SHEET METAL WORKERS' INTERNATIONAL ASSOCIATION,dward J. Carlough, and Local 3, Sheet Metal Workers' International Association, Omaha, Nebraska, Appellants.
• Court: U.S. Court of Appeals — Eighth Circuit

Page 892

655 F.2d 892

107 L.R.R.M. (BNA) 3288, 92 Lab.Cas. P 12,926

LOCAL 37, SHEET METAL WORKERS' INTERNATIONAL ASSOCIATION and the Individual Members and Applicants thereof, Appellees, v. SHEET METAL WORKERS' INTERNATIONAL ASSOCIATION, AFL-CIO Edward J. Carlough, and Local 3, Sheet Metal Workers' International Association Omaha, Nebraska, Appellants.

No. 81-1080.

United States Court of Appeals Eighth Circuit.

Submitted April 3, 1981.

Decided July 31, 1981.

Rehearing and Rehearing En Banc Denied Sept. 2, 1981.

William L. Edmonds, Steven A. Carter, Sioux City, Iowa, for appellees.

John D. Mayne, Goldberg, Mayne, Probasco & Berenstein, Sioux City, Iowa, David D. Weinberg, Weinberg & Weinberg, Omaha, Neb., Charles A. Werner, Schuchat, Cook & Werner, St. Louis, Mo., Donald W. Fisher, argued, Donald W. Fisher Co., L. P. A., Toledo, Ohio, for appellants.

Before LAY, Chief Judge, and STEPHENSON and ARNOLD, Circuit Judges.

LAY, Chief Judge.

Local 37 of the Sheet Metal Workers' International Association and its former members brought this action claiming the International Association violated its constitution and subsection 101(a)(5) of the Labor-Management Reporting and Disclosure Act, 29 U.S.C. § 411(a)(5), when it ordered Local 37 merged with Local 3 without notice or opportunity to be heard. The district court, the Honorable Donald E. O'Brien presiding, sustained Local 37's claim that the merger was, in fact, a revocation of its charter. The court found that the Association's action was punitive in nature and that the order violated the Association's constitution as well as subsection 411(a)(5). The court alternatively found that the order by the Association was not necessary or in the best interests of the Association and its members. The Association appeals the judgment of the district court. We hold that Local 37 was legally merged under the governing provisions of the Association's constitution and that section 411(a)(5) was not violated.

Facts.

In January 1979 the International Association placed Local 37 under a trusteeship pursuant to express authority in the Association's constitution. This allegedly was due to misconduct of several officers of Local 37 in conducting the Local's affairs. After seven months under this arrangement, the Local's affairs had not improved. The General President of the Association, Mr. Edward J. Carlough, then decided to merge Local 37, located in Sioux City, Iowa, into Local 3, located in Omaha, Nebraska. In a letter dated August 13, 1979, addressed to the business managers of Local 37 and Local 3, with copies to all Local 37 and Local 3 members, Carlough ordered Local 37 "merged" into Local 3, pursuant to the provisions of the Association's constitution, to be effective immediately. ¹ The letter contained, inter alia, instructions concerning the transfer of Local 37's documents and assets, and of Local 37 members' memberships to Local 3 and it set forth the respective rights members of Local 37 would have as members of Local 3. These transfers were effectuated by Local 3's business manager.

Local 37 and its members thereafter commenced this action in the district court seeking temporary and permanent injunctions against Carlough and the Association preventing completion of the merger and an order restoring Local 37's property and status. On the day it commenced this action, Local 37 appealed Carlough's merger order to the Association's General Executive Council. The Council sustained the merger on the ground that in August 1979 the merger was "advisable or necessary in the best interests of (the) Association and the members thereof." Thereafter the district court made its ruling in favor of Local 37. ²Jurisdiction Under Section 301.

The district court based its jurisdiction to decide the question of interpretation of the Association's constitution on section 301 of the Labor Management Relations Act of 1947. 29 U.S.C. § 185(a). This is challenged here. The Supreme Court in United Association of Journeymen & Apprentices of the Plumbing & Pipefitting Industry v. Local 334, --- U.S. ----, 101 S.Ct. 2546, 69 L.Ed.2d 280 (1981), held that a union constitution is "a contract between labor organizations" within the meaning of section 301. The Court further held that a district court's jurisdiction to hear disputes between local and parent unions over interpretation of the union's constitution does not depend on allegations of a significant impact on labor-management relations or threats to industrial peace. Cf. 1199 D.C. v. National Union of Hospital & Health Care Employees, 533 F.2d 1205 (D.C.Cir.1976). The Court reasoned that in section 301 Congress was concerned with stability among labor organizations and enforcement of the terms of a union's constitution would contribute to the achievement of such stability. --- U.S. at ----, 101 S.Ct. at 2553. Thus, we think it clear the district court properly asserted jurisdiction over this dispute.

The Constitution.

The district court held that Local 37 was not merged into Local 3 but, in actuality, Local 37's charter was revoked without a trial or determination of guilt, in violation of Article 3, section 2(d) of the Association's constitution. ³ The evidence focuses primarily on Carlough's alleged merger letter of August 13 and on two letters written by Carlough subsequent to his order. The first was a private letter from Carlough to Robert Mandicino, a member of former Local 37, dated September 25, 1979. It said, in relevant part,

In further reference to our letter to you of September 4, in view of all that occurred in the name of Local 37 by its then elected leadership I was left with no alternative to the decision I was forced to make regarding revocation of the local union's charter. I wish it could have been otherwise.

(Emphasis added.)

The second letter, dated September 28, 1979, from Carlough to all association business agents, stated, in part,

It was recently my unpleasant duty to remove a business representative from office for, among other things, working people on union jobs who were not union members, and failing to properly place these people on application for union membership. This X-brother was subsequently expelled from membership by an International Trial Board consisting of his peers fellow union representatives the local union charter was revoked, and the membership transferred to another local union.

(Emphasis added.)

Carlough's August 13 letter was the formal document that ordered the merger and set out the terms and conditions by which it would be effectuated. In that letter Carlough specifically called his action a "merger," citing as authority for his action, Article 3, section 2(g), which expressly gives the General President authority to merge two locals at his discretion. ⁴ The terms and conditions of the August 13 order are consistent with a merger of Local 37 into Local 3 and those terms and conditions were actually followed by Local 3's business manager when he carried out the merger. We conclude that under the Association's constitution, Carlough ordered a merger of Local 37 into Local 3 and did not effect a revocation of Local 37's charter.

The parties agree that Carlough's original order was all that was necessary to effect a merger under the constitution. No other documents were necessary. Applying basic contract principles, a court may not look to extrinsic evidence if a document is not ambiguous in meaning. Cf. Verlo v. Equitable Life Assurance Society, 562 F.2d 1034, 1036 (8th Cir. 1977). Here there exists no ambiguity in Carlough's order. His subsequent characterization of the merger as a revocation cannot be controlling or negate his original action. It is the merger order itself which governs. Carlough in his letter specifically makes reference to a merger under Article 3, section 2(g) which relates to mergers. If Carlough had originally ordered a revocation of the charter under Article 3, section 2(d) and then later claimed he intended a merger, the Association would similarly have no legal basis to treat it as a merger.

Although in some instances there may be little difference between revocation and merger, under the Association's existing constitution there are fundamental differences. A local's charter may be revoked upon a finding of violation of the provisions of the constitution or failure to comply with an order of the Association. The effect of a revocation is punitive and although the constitution provides for transfer of "all local good standing members" to other affiliated locals, under Article 10, section 10 of the constitution, the assets of the former local revert to the International Association. Additionally, under a revocation, rights and privileges of the transferred members may well be diluted. No trial is necessary prior to merger of two locals; the merger may be effected when it is deemed advisable or necessary in the best interests of the association. The effect of the merger is to transfer assets of the disappearing local to the surviving local and the voting rights of the respective members are protected; no discipline or encroachment on the rights of the transferred members is effected.

In the present case there is no record of bad faith or punitive measures taken against the membership. We find the merger was legally implemented by the International Association.

Subsection 411(a)(5) "Otherwise Disciplined."

Subsection 411(a)(5) prohibits a member of a labor organization from being "fined, suspended, expelled, or otherwise disciplined" without having been "(A) served with written specific charges; (B) given a reasonable time to prepare a defense; (C) afforded a full and fair hearing." 29 U.S.C. § 411(a) (5). The question presented is whether the members of Local 37 were "otherwise disciplined" by Carlough's merger order, thereby invoking the due process provision of subsection 411(a)(5). The district court found that Carlough's order violated...