Midwest Operating Eng'rs, Welfare Fund v. Cordova Dredge

• Decision Date: 01 December 2015
• Docket Number: No. 15 C 4446,15 C 4446
• Citation: 147 F.Supp.3d 724
• Parties: Midwest Operating Engineers, Welfare Fund and Midwest Operating Engineers Pension Trust Fund, Plaintiffs, v. Cordova Dredge, a division of Riverstone Group, Inc., Defendant.
• Court: U.S. District Court — Northern District of Illinois

147 F.Supp.3d 724

Midwest Operating Engineers, Welfare Fund and Midwest Operating Engineers Pension Trust Fund, Plaintiffs,

v.Cordova Dredge, a division of Riverstone Group, Inc., Defendant.

No. 15 C 4446

United States District Court, N.D. Illinois, Eastern Division.

Signed December 1, 2015

Robert A. Paszta, Steven A. Davidson, Dale D. Pierson, International Union of Operating Engineers, Countryside, IL, for Plaintiffs.

Andrew J. Martone, Matthew Blanton Robinson, Hesse Martone, P.C., St. Louis, MO, John Kenneth Kallman, Law Offices of John Kenneth Kallman, Chicago, IL, for Defendant.

MEMORANDUM OPINION AND ORDER

AMY J. ST. EVE, District Court Judge:

Before the Court are Defendant Cordova Dredge's ( “Cordova's”) motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6)

and Plaintiffs Midwest Operating Engineers Welfare Fund (“Welfare Fund”) and Midwest Operating Engineers Pension Fund's (“Pension Fund”) (collectively, “the Funds”') motion for summary judgment and in opposition to Cordova's motion to dismiss. (See R.9; R.14.) Cordova asserts that dismissal of the Funds' claims is warranted because the Funds cannot present any basis for their position that Cordova retains an obligation to contribute to the Funds after the National Labor Relations Board's (“NLRB's”) decertification of the International Union of Operating Engineers, Local 150, AFL-CIO (“Local 150” or the “Union”) as the bargaining representative of Cordova's bargaining unit employees. (R.9; R.10.) The Funds responded and moved for summary judgment pursuant to Federal Rule of Civil Procedure 56 asserting that genuine issues of fact do not exist and that they are entitled to judgment as a matter of law. (R.14; R.17.)

LEGAL STANDARD

I. Rule 12(b)(6)

and Summary Judgment

A. Rule 12(b)(6)

“A motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6)

challenges the viability of a complaint by arguing that it fails to state a claim upon which relief may be granted.” Camasta v. Jos. A. Bank Clothiers, Inc. , 761 F.3d 732, 736 (7th Cir.2014). Under Rule 12(b)(6), a plaintiff's “[f]actual allegations must be enough to raise a right to relief above the speculative level.”

Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)

. Put differently, a “complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’ ” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Twombly, 550 U.S. at 570, 127 S.Ct. 1955 ). A district court's analysis under Rule 12(b)(6) “rests on the complaint, and [the court] construe[s] it in the light most favorable to the plaintiffs, accepting as true all well-pleaded facts alleged and drawing all permissible inferences in their favor.” Fortres Grand Corp. v. Warner Bros. Entm't Inc. , 763 F.3d 696, 700 (7th Cir.2014) ; see also

Teamsters Local Union No. 705 v. Burlington N. Santa Fe, LLC , 741 F.3d 819, 823 (7th Cir.2014) ; Alam v. Miller Brewing Co. , 709 F.3d 662, 665–66 (7th Cir.2013).

When ruling on a Rule 12(b)(6)

motion, a court generally may consider only the plaintiff's complaint. Rosenblum v. Travelbyus.com Ltd., 299 F.3d 657, 661 (7th Cir.2002). Rule 10(c) provides, however, that “[a] copy of any written instrument which is an exhibit to a pleading is a part thereof for all purposes.” Fed. R. Civ. P. 10(c). When a party attaches documents to a motion to dismiss, the court must either convert the 12(b)(6) motion into a motion for summary judgment under Rule 56, or exclude the documents attached to the motion to dismiss and continue under Rule 12. Levenstein v. Salafsky, 164 F.3d 345, 347 (7th Cir.1998) ; see also Fed. R. Civ. P. 12(d). A court may consider documents attached to a motion to dismiss, however, if they are referred to in the plaintiff's complaint and if they are central to the plaintiff's claim. Levenstein, 164 F.3d at 347 (quoting Wright v. Associated Ins. Cos., Inc., 29 F.3d 1244, 1248 (7th Cir.1994) ). This narrow exception is “aimed at cases interpreting, for example, a contract” and “is not intended to grant litigants license to ignore the distinction between motions to dismiss and motions for summary judgment.” Id. The district court ultimately has discretion in determining whether to convert a motion to dismiss into a motion for summary judgment. Id ;

Hecker v. Deere & Co., 556 F.3d 575, 583 (7th Cir.2009).

Here, Cordova originally attached five exhibits to its motion to dismiss which appear to either be attached to or referred to and central to the claims in the Funds' complaint or they are matters of public record of which the Court can take judicial notice. (See e.g., R.10-2, Ex. A (R.1-1, attached as Ex. A to the Compl., Quarry Agreement); R.10-4 and 10-5 (R.1, ¶¶ 7, 8 (referencing the Declarations of Trust for the Funds)); see also e.g., Henson v. CSC Credit Servs. , 29 F.3d 280, 284 (7th Cir.1994)

. The Funds responded with a motion for summary judgment and attached numerous exhibits not submitted with or referenced in the Complaint and that the parties do no assert are in the public record. (See e.g., R.16-1, Ex. A, Bernstein Decl.; Ex. B, Douglas Decl.; R.16-2 through R.16-4, Ex. C, Health and Welfare Plan of the [Welfare Fund]; R.16-5, Midwest Operating Engineers Pension Plan.) Cordova thereafter filed its “Reply Supporting its Motion to Dismiss and Opposing Plaintiffs' Summary Judgment Motion”, which included filing a Rule 56(b)(3)(C) statement and supporting exhibits—including exhibits not attached to or referenced in the Complaint and not available in the public record. (See e.g., R.21-1, Guth Decl.; R.21-2, Letter sent from A.Eggers to T.Bernstein dated March 24, 2015.)

Because the parties rely on facts outside the Complaint relating to their arguments for res judicata and collateral estoppel as well as the substantive arguments as to whether Cordova is obligated to continue paying into the Funds post-decertification of the Union, the Court treats Cordova's motion to dismiss as one for summary judgment. Defendant has been given a full and fair opportunity to respond to Plaintiffs' cross-motion for summary judgment and in doing so, has provided a detailed factual statement pursuant to Rule 56(b)(3)(C)

which also refers to documents not referenced in the Complaint. The Court has, therefore, provided notice to the parties of its consideration of Cordova's motion to dismiss as one for summary judgment and the parties have been provided the mandatory “reasonable opportunity to submit affidavits and extraneous proofs” in response. Conversion is therefore proper. See e.g.,

Covington v. Illinois Security Service, Inc., 269 F.3d 863, 865 (7th Cir.2001) (“Although we have at times allowed the conversion of a motion to dismiss into one for summary judgment to be implicit, reversal of such a ruling may become necessary if the district court has not provided the adversely affected party with notice and an opportunity to respond”); Edward Gray Corp. v. Nat'l Union Fire Ins. Co. of Pittsburgh, Pa. , 94 F.3d 363, 366 (7th Cir.1996) (explaining the requirement of reasonable opportunity to respond is mandatory, not discretionary).

B. Summary Judgment

Summary judgment is appropriate where the admissible evidence shows that no genuine dispute exists as to any material fact and the movant is entitled to judgment as a matter of law. See Fed. R. Civ. P. 56(a)

. “A ‘material fact’ is one identified by the substantive law as affecting the outcome of the suit.” Bunn v. Khoury Enters., Inc. , 753 F.3d 676, 681 (7th Cir.2014) (citing Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) ). “A ‘genuine issue’ exists with respect to any such material fact, and summary judgment is therefore inappropriate, when ‘the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Id. Conversely, “where the factual record taken as a whole could not lead a rational trier of fact to find the nonmoving party, there is nothing for a jury to do.” Bunn , 753 F.3d at 682 (citing Matsushita Elec. Indus. Co. v. Zenith Radio Corp. , 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986) (emphasis in original)).

In determining whether a genuine issue of material fact exists, the court construes the evidence and all inferences that reasonably can be drawn therefrom in the light most favorable to the nonmoving party. See Bunn , 753 F.3d at 682

(citing Anderson , 477 U.S. at 255, 106 S.Ct. 2505 ); see also

Kvapil v. Chippewa County, Wis. , 752 F.3d 708, 712 (7th Cir.2014). However, “[t]he mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment.” Anderson , 477 U.S. at 248, 106 S.Ct. 2505 (emphasis in original). In reviewing evidence opposing a motion for summary judgment, courts are not obliged to entertain a “metaphysical doubt.” Matsushita , 475 U.S. at 586, 106 S.Ct. 1348. The court will enter summary judgment against a party who does not “come forward with evidence that would reasonably permit the finder of fact to find in [its] favor on a material question.” Modrowski v. Pigatto , 712 F.3d 1166, 1167 (7th Cir.2013).

II. Northern District of Illinois Local Rule 56.1

Northern District of Illinois Local Rule 56.1

“is designed, in part, to aid the district court, ‘which does not have the advantage of the parties' familiarity with the record and often cannot afford to spend the time combing the record to locate the relevant information,’ in determining whether a trial is necessary.” Delapaz v. Richardson , 634 F.3d 895, 899 (7th Cir.2011) (quoting Waldridge v. Am. Hoechst Corp. , 24 F.3d 918, 924 (7th Cir.1994)

). Local Rule 56.1(a)(3) requires the moving party to provide “a statement of material facts as to which the moving party contends there is no genuine issue.” Cracco v. Vitran Exp., Inc., 559 F.3d 625, 632 (7th Cir.2009) (quoting L.R. 56.1(a)(3) ...