LODGE NO. 12, ETC. v. FMC CORP., FLUID CONTROL
| Decision Date | 10 November 1982 |
| Docket Number | Civ. A. No. H-80-2297. |
| Citation | 551 F. Supp. 83 |
| Parties | LODGE NO. 12 OF DISTRICT 37, INTERNATIONAL ASSOC. OF MACHINISTS AND AEROSPACE WORKERS, AFL-CIO, Plaintiff, v. FMC CORPORATION, FLUID CONTROL DIVISION, Defendant. |
| Court | U.S. District Court — Southern District of Texas |
COPYRIGHT MATERIAL OMITTED
Chris Dixie, Houston, Tex., for plaintiff.
James J. Loeffler, Brynley James, III, Fulbright & Jaworski, Houston, Tex., for defendant.
FINDINGS OF FACT AND CONCLUSIONS OF LAW
Plaintiff, Lodge No. 12 of District 37, International Association of Machinists and Aerospace Workers, AFL-CIO, brought this civil action on behalf of the union, pursuant to Section 301 of the Labor Management Relations Act, (1947), as amended, 29 U.S.C., Section 185 and under 28 U.S.C. Sections 2201-2202, alleging the existence and breach of an oral labor agreement which FMC Corporation (hereinafter FMC) failed to incorporate in the final written collective bargaining agreement between parties.
Trial of this non-jury action commenced on July 8, 1982, and required one (1) day of testimony. At trial, plaintiff Union presented testimonial and documentary evidence concerning the existence of an oral contract binding FMC to pay a wage increase retroactive to July 21, 1980. At the conclusion of plaintiff's case, the defendant presented testimonial, documentary and expert evidence to refute plaintiff's claim of an oral agreement to pay a retroactive wage increase, and that the parties' three-year written collective bargaining agreement stands as a fully integrated document which defines all of the rights and duties of the parties.1 The parties submitted posttrial proposed Findings of Fact and Conclusions of Law. After having considered the record, the testimony and demeanor of the witnesses, the exhibits, arguments of the parties and the applicable law, the Court now enters its Findings of Fact and Conclusions of Law pursuant to Rule 52 of the Federal Rules of Civil Procedure.
1. Plaintiff is a labor organization within the meaning of the Labor Management Relations Act, and has been certified by the National Relations Board on July 27, 1980, as the exclusive bargaining representative of certain of the defendant's employees at its Fluid Control Division Plant in Houston, Texas.
2. Defendant is engaged in interstate commerce and is an employer within the meaning of the Labor Management Relations Act.
3. On or about July 21, 1977, plaintiff and defendant entered into a written collective bargaining agreement covering the employees represented by the plaintiff. Said agreement was to expire by its terms on July 21, 1980.
4. On or about May 16, 1980, the Teamsters, a rival labor organization, filed a petition with the National Labor Relations Board seeking to represent the same employees of defendant represented by plaintiff.
5. At an election conducted by the National Labor Relations Board on July 17, 1980, a majority of the employees voting voted to retain plaintiff as their exclusive representative for collective bargaining. On July 27, 1980, the National Labor Relations Board certified the results of this election.
6. On July 28, 1980, the parties executed an agreement extending the terms of the 1977 collective bargaining contract until September 21, 1980. This extension agreement expired by its terms on September 21, 1980, at 11:00 p.m. Mr. George Hooper testified that the reason the parties entered into the extension agreement was to give the Union and the company adequate time to renegotiate a new agreement.
7. On September 20, 1980, defendant extended to plaintiff a written offer of a contract proposal which contained certain economic terms and included a provision which would have made the first year wage increase retroactive to July 21, 1980, the date of the expiration of the parties' prior agreement. Mr. Kinnear testified that the consideration for the retroactive wage increase provision was that the Union would not strike during the sixty day negotiation period. Similarly, Mr. George Hooper, the Union's chief negotiator testified as follows:
(Excerpt of Proceedings No. 2, p. 24, 25) (emphasis added). Accordingly, this Court concludes that the retroactive wage increase provision of the extension agreement was contingent upon the Union not engaging in a strike.
8. On September 21, 1980, plaintiff advised FMC's bargaining representative that its final offer was rejected and that its members would go on strike. The strike commenced upon the expiration of the extension agreement at 11:00 o'clock p.m., September 21, 1980. Plaintiff contends that the strike vote was not a rejection of the company's September 20th offer. Defendant's expert, Mr. Samuel Hooper testified that the parties had bargained to an impass and based on his experience as a labor negotiator, the union strike was a rejection of the company's offer.
9. On September 22, 1980, defendant's operation manager, Peter Kinnear, mailed by U.S. certified mail, a letter to plaintiff's chief negotiator and business representative, George Hooper, which stated in part:
This letter was received by George Hooper on or about September 25, 1980.
10. On September 25, 1980, Peter Kinnear mailed by U.S. mail to plaintiff's members and agents, including George Hooper, a letter which stated in part:
This letter was received by George Hooper and many of the plaintiff's members on or before September 27, 1980.
11. On September 30, 1980, George Hooper telephoned Mr. Kinnear and advised him that the union's members had voted to accept defendant's last offer of September 20 and that the Union was now accepting same. Mr. Kinnear suggested to Mr. Hooper that the representatives of the parties meet with the federal mediator to make sure each party understood the other party's position.
12. Plaintiff maintains that between September 20, 1980, and the union's acceptance of the defendant's last offer on September 30, 1980, the defendant did not communicate any withdrawal, revocation or amendment of its offer of September 20. Defendant argues that the September 20, 1980 offer which contained a provision for a wage increase retroactive to July 21, 1980, was withdrawn after Plaintiff rejected the offer by striking on September 21, 1980. Defendant also maintains that the letters dated September 22 and 25, 1980, notified Plaintiff's officers, agents, and members that the offer of a retroactive wage increase was withdrawn and that the wage increase would be effective on September 22, 1980. Plaintiff contends that the letters dated September 22 and 25, 1980 did not constitute an amendment, modification or revocation of the wage retroactivity provision. The Court need not resolve the conflicting interpretations of the September 22 and 25, 1980 letters but rather, rest its holding on the application of the parol evidence rule and the doctrine of merger to the facts of this case.2
13. On October 2, 1980, the parties authorized representatives to review their positions with reference to the execution of a new collective bargaining agreement. At this meeting, there ensued a discussion concerning the effective date of the first year wage increase. Defendant reminded plaintiff's representatives that its letters of September 22, and 25 withdrew and/or modified its earlier offer of a retroactive wage increase. Plaintiff took the position that its vote on September 30, 1980 constituted an acceptance of defendant's September 20 proposal which included its provision for a retroactive wage increase. The meeting was adjourned to give plaintiff the opportunity to confer with legal counsel.
14. On October 3, 1980, the parties met again and plaintiff's representatives read a prepared statement to defendant's representatives to the effect that plaintiff would sign a new agreement under protest in order to avoid further economic loss to both parties. In that statement, the Union stated that they believed the Company is under a legal duty to provide the benefits of the original agreement and reserved all rights to the Union's legal position on this matter. Defendant's representatives stated that they disagreed with plaintiff's protest, but were prepared to execute a collective bargaining agreement with the plaintiff. In this Court's opinion, the Union's reservation simply sought to preserve its legal right to file a unfair labor practice charge against the Company for failing to bargain in good faith.
15. On October 3, 1980, the authorized representatives of the parties executed a formal written collective bargaining agreement. The twenty page agreement was signed by nine representatives of the plaintiff, including George Hooper. A three page attachment relating to increased insurance benefits was also signed by the same nine agents of the plaintiff. Six representatives of the defendant, including Mr. Peter Kinnear, signed the agreement and attachment for defendant. Mr....
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