New England Cleaning Serv. v. American Arbitration Assoc.

• Decision Date: 17 September 1999
• Docket Number: No. 99-1146,99-1146
• Parties: (1st Cir. 1999) NEW ENGLAND CLEANING SERVICES, INC., Plaintiff, Appellant, v. AMERICAN ARBITRATION ASSOCIATION, Defendant, Appellee. . Heard
• Court: U.S. Court of Appeals — First Circuit

Page 542

199 F.3d 542 (1st Cir. 1999)

NEW ENGLAND CLEANING SERVICES, INC., Plaintiff, Appellant, v. AMERICAN ARBITRATION ASSOCIATION, Defendant, Appellee.

No. 99-1146.

United States Court of Appeals, for the First Circuit.

Heard Sept. 17, 1999.

Decided December 20, 1999.

APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS. Hon. Morris E. Lasker, Senior U.S. District Judge.

Richard D. Wayne with whom John P. Martin and Hinckley, Allen & Snyder were on brief for appellant, New England Cleaning Services, Inc.

Kay H. Hodge with whom Ronald M. Jacobs and Stonehan, Chandler & Miller were on brief for appellee, American Arbitration Association.

Before Boudin, Circuit Judge, Coffin and Campbell, Senior Circuit Judges.

CAMPBELL, Senior Circuit Judge.

Plaintiff-appellant New England Cleaning Services, Inc. ("NECS") appeals from the district court's dismissal of its complaint for an injunction and damages against defendant-appellee American Arbitration Association ("the AAA"). NECS brought its complaint against the AAA as part of its action for declaratory relief against Local 254, Service Employees International Union, AFL-CIO ("SEIU" or "the union"), seeking to forestall the latter from proceeding to arbitrate a labor dispute with NECS.¹ NECS contends that the AAA, by processing the SEIU's demand for arbitration despite NECS's protestations that there was then in force no valid agreement to arbitrate (a position subsequently upheld by the district court), violated various provisions of Massachusetts law. The district court allowed the AAA's motion to dismiss NECS's complaint on the ground that the AAA's actions were protected by arbitral immunity. We affirm.

BACKGROUND

We take the following facts from NECS's complaint and attached documents. See LaChappelle v. Berkshire Life Ins. Co., 142 F.3d 507, 509 (1st Cir. 1998).

NECS is a maintenance and service provider. On March 14, 1994, it entered into a collective bargaining agreement ("the Agreement") with the SEIU. The Agreement contained a section titled "Grievances," which described a four-step procedure governing "[a]ll disputes arising out of this Agreement or its application to any situation that may arise during the term of this Agreement." The final step of the grievance procedure provided for binding arbitration under the rules of the AAA, a not-for-profit organization that provides voluntary dispute resolution services.

By its terms, the Agreement was effective until August 31, 1996, and would continue in effect thereafter until terminated by either party. A party could terminate the Agreement if it did so in writing more than 60 days before the stated expiration date. On or about September 6, 1994, NECS sent the SEIU a letter stating that it was terminating the Agreement.

Beginning in early June, 1998, the SEIU filed several grievances with NECS. NECS denied the grievances as untimely, arguing that it had effectively terminated the Agreement in 1994. On August 3, 1998, the SEIU filed a demand for arbitration with the AAA, claiming that NECS had "improperly" terminated the Agreement. On August 7, having received notice of this demand from the AAA, NECS wrote a letter to the AAA stating that no collective bargaining agreement between NECS and the SEIU existed, and that therefore the AAA lacked jurisdiction or authority over NECS. NECS attached to this letter copies of the Agreement and its termination letter of September 6, 1994.

The AAA continued to process the SEIU's demand, however, and sent NECS an invoice for services rendered in connection therewith. Despite NECS's written warning that it planned to file a complaint in the federal district court, the AAA continued to proceed toward arbitration, and scheduled a hearing on the SEIU's demand.

On September 17, 1998, NECS filed a complaint in the district court against the SEIU and the AAA. Against the SEIU, it sought a declaration pursuant to section 301 of the Taft-Hartley Act, 29 U.S.C. § 185, that there was no collective bargaining agreement in force between NECS and the SEIU and that NECS was not obligated to submit to arbitration. Against the AAA, NECS sought an injunction preventing further processing of the demand for arbitration as well as damages under M.G.L. c. 93A and c. 12, § 11 for compelling NECS to arbitrate.

Following an expedited evidentiary hearing, the district court held that NECS had properly terminated the Agreement, that there was no collective bargaining agreement presently in effect between it and the SEIU, and that the issue of the existence of the Agreement was not arbitrable. In a companion memorandum and order, the court dismissed NECS's complaint against the AAA on the ground that its decision to process SEIU's demand for arbitration was protected by arbitral immunity. NECS appeals from the latter ruling.

DISCUSSION

The court of appeals applies a de novo standard of review to a district court's allowance of a motion to dismiss for failure to state a claim. LaChappelle, 142 F.3d at 509. Here, NECS maintains that the district court erred in applying the standard prescribed by Fed. R. Civ. P. 12(b)(6) and in holding that the AAA's decision to process the demand for arbitration was protected by arbitral immunity. Specifically, NECS argues that the trial court was obligated to take as true the facts pled in the complaint, which included the allegation that there was no agreement to arbitrate in effect at the relevant time. Without such an agreement, it contends, the AAA had no jurisdiction to process the demand for arbitration. And without jurisdiction, the AAA did not possess arbitral immunity.

The AAA argues that arbitral immunity protects its processing of a facially valid demand for arbitration pursuant to a collective bargaining agreement that names it as the arbitral agency. It maintains that the SEIU's demand for arbitration met this standard, in that it (1) stated that NECS had "improperly terminated" the Agreement and "failed to meet with the union" in accordance with the prescribed grievance procedure, and (2) attached a copy of the Agreement, which explicitly provided for binding arbitration under the rules of the AAA. The AAA contends that it followed its own internal rules and procedures in billing the parties, notifying NECS of the demand, selecting an arbitrator, and scheduling a hearing date. Moreover, it argues that the system functioned appropriately in this case: upon NECS's complaint, the district court resolved the issue of the AAA's jurisdiction, and the AAA heeded the ensuing court order and stayed the arbitration proceedings.

Settled case law as well as federal policy encouraging labor arbitration favors the AAA's position. First, we reject NECS's assertion that the district court erroneously failed to comply with Fed. R. Civ. P. 12(b)(6) when it did not take as true all of NECS's allegations regarding the Agreement. NECS cannot preclude dismissal of its complaint under that rule simply by alleging that it had terminated the Agreement and had no collective bargaining agreement with the SEIU in effect at the time of the grievances. Such allegations are not assertions of fact, but rather involve legal issues and conclusions--indeed, the ultimate disputed issues presented in NECS's action against the SEIU. The court is not required to accept legal conclusions as true when considering a motion to dismiss. See Abbott v. U.S., 144 F.3d 1, 2 (1st Cir. 1998); 2A Moore's Federal Practice, § 12.34[1][b].²

Second, the district court correctly concluded that the AAA's decision to process the demand was protected by arbitral immunity. "Because an arbitrator's role is functionally equivalent to a judge's role, courts of appeals have uniformly extended judicial and quasi-judicial immunity to arbitrators." Olson v. National Ass'n of Securities Dealers, 85 F.3d 381, 382-83 (8th Cir. 1996). As with judicial and quasi-judicial immunity, arbitral immunity is essential to protect decision-makers from undue influence and protect the decision-making process from reprisals by dissatisfied litigants. See id. In proper circumstances, organizations that sponsor arbitrations, as well as arbitrators themselves, enjoy this immunity from civil liability. See Honn v. National Ass'n of Securities Dealers, Inc., 182 F.3d 1014, 1017 (8th Cir. 1999); Hawkins v. National Ass'n of Securities Dealers Inc., 149...