UMWA, DIST. 2 v. Florence Min. Co., Civ. A. No. 93-1058.

• Decision Date: 11 April 1994
• Docket Number: Civ. A. No. 93-1058.
• Citation: 855 F. Supp. 1466
• Parties: UNITED MINE WORKERS OF AMERICA, DISTRICT 2; Local Union 1988, United Mine Workers of America; Local Union 1257, United Mine Workers of America; and Local Union 1848, United Mine Workers America, Plaintiffs, v. FLORENCE MINING COMPANY, a corporation; Quent, Inc., a corporation; Atlantic City Electric Company, a corporation; Baltimore Gas and Electric Company, a corporation; Delmarva Power & Light Company, a corporation; Metropolitan Edison Company, a corporation; Pennsylvania Power & Light Company, a corporation; Philadelphia Electric Company, a corporation; Potomac Electric Power Company, a corporation; Public Service Electric & Gas Company, a corporation; and UGI Corporation, a corporation, d/b/a Conemaugh Station Owners, Defendants.
• Court: U.S. District Court — Eastern District of Pennsylvania

855 F. Supp. 1466

UNITED MINE WORKERS OF AMERICA, DISTRICT 2; Local Union 1988, United Mine Workers of America; Local Union 1257, United Mine Workers of America; and Local Union 1848, United Mine Workers America, Plaintiffs, v. FLORENCE MINING COMPANY, a corporation; Quent, Inc., a corporation; Atlantic City Electric Company, a corporation; Baltimore Gas and Electric Company, a corporation; Delmarva Power & Light Company, a corporation; Metropolitan Edison Company, a corporation; Pennsylvania Power & Light Company, a corporation; Philadelphia Electric Company, a corporation; Potomac Electric Power Company, a corporation; Public Service Electric & Gas Company, a corporation; and UGI Corporation, a corporation, d/b/a Conemaugh Station Owners, Defendants.

Civ. A. No. 93-1058.

United States District Court, W.D. Pennsylvania.

April 11, 1994.

Lloyd F. Engle, Jr., Kuhn, Engle & Stein, Pittsburgh, PA, for United Mine Workers of America, District 2, Local Union 1988, United Mine Workers of America, Local Union 1257, United Mine Workers of America, Local Union 1848, United Mine Workers of America.

Vincent J. Barbera, Barbera & Barbera, Somerset, PA, for Florence Min. Co., Quent, Inc.

Patrick W. Ritchey, Jack B. Cobetto, Karen E. Baillie, Reed, Smith, Shaw & McClay, Pittsburgh, PA, for Atlantic City Elec. Co., Baltimore Gas and Elec. Co., Delmarva Power & Light Co., Metropolitan Edison Co., Pennsylvania Power & Light Co., Philadelphia Elec. Co., Potomac Elec. Power Co., Public Service Elec. & Gas Co., UGI Corp.

MEMORANDUM OPINION

BLOCH, District Judge.

Presently before this Court are the motions for summary judgment filed by defendants, Florence Mining Company and Quent, Inc. (together "defendant Mining Companies") and defendants, Atlantic City Electric Company, Baltimore Gas and Electric Company, Delmarva Power & Light Company, Metropolitan Edison Company, Pennsylvania Power & Light Company, Philadelphia Electric Company, Potomac Electric Power Company, Public Service Electric & Gas Company, and UGI Corporation (together "defendant Utility Companies"). For the reasons stated in this Opinion, defendants' respective motions will be granted.

I. Background

The following are the undisputed facts of record. Defendant Florence Mining Company¹ (Florence Mining) had been engaged in the business of selling deep mined coal exclusively to the Conemaugh Power Generation Station (Conemaugh Station). The Conemaugh Station, which is owned by defendant Utility Companies, traditionally purchased the coal on a "cost plus contract basis" (the Cost Plus Contract).

Prior to October 30, 1991, Florence Mining was operated by Rochester & Pittsburgh Coal Company (Rochester & Pittsburgh). Between October 9, 1991 and October 30, 1991, defendant Utility Companies assigned to defendant Quent, Inc. (Quent) an existing stock option relating to the capital stock of Florence Mining (the Stock Option).²

On or about October 29, 1991, defendant Utility Companies canceled the Cost Plus Contract. On or about October 30, 1991, defendant Quent exercised the Stock Option and acquired control of defendant Florence Mining. On the same date as Quent's acquisition of Florence Mining, defendant Utility Companies entered into an operating agreement with Florence Mining (the Operating Agreement). In addition, defendant Utility Companies sent a letter dated October 30, 1991, to the Pennsylvania Secretary of Labor and Industry as well as the Chairman of the Pennsylvania Public Utility Commission (the Assurance Letter). Thus, through these transactions, ownership of Florence Mining was transferred from Rochester & Pittsburgh to Quent.

As a result of the cancellation of the Cost Plus Contract, defendant Florence Mining notified its employees on October 30, 1991, that it would be closing its mines and other facilities effective December 30, 1991. Florence Mining's mines and facilities included: (1) the Heshbon Mine, which produced the coal; (2) the Coal Preparation Facility, which cleaned coal for customer use; and (3) the Central Shop, which repaired equipment (collectively the Florence Mining Facilities).³

The record reveals that the Florence Mining Facilities have been shutdown twice. The first shutdown, which occurred in late October, 1991, was temporary and the second shutdown, which is the subject of this lawsuit, was permanent.

The first shutdown caused the employees of the Florence Mining Facilities to cease work on October 30, 1991. Florence Mining, however, continued to pay the employees through December 30, 1991.

Based upon lobbying by plaintiffs, defendant Utility Companies contractually agreed to purchase coal from Florence Mining for the Conemaugh Station at a fixed price of $35 per ton until December 31, 1992, with no provision for renewal (the New Supply Contract). With the New Supply Contract, Florence Mining began plans to reopen the facilities.

Defendant Mining Companies contend that, based upon the Unions' extensive involvement in the contract negotiations, the plaintiffs were on notice that the Florence Mining Facilities would be closed on December 31, 1992, absent another supply contract.⁴

After defendant Utility Companies agreed to the New Supply Contract, plaintiffs and Florence Mining negotiated a new collective bargaining agreement, entitled "The Florence Mining Company Closure Agreement of 1992" (the Closure Agreement). The Closure Agreement acknowledged that the New Supply Contract expired on December 31, 1992, and that, in order to meet the terms of that contract, certain production targets were required. On April 15, 1992, Florence Mining and defendant Utility Companies entered into a Termination Agreement, which superseded the Operating Agreement.

On April 20, 1992, the Union employees returned to work at the Central Shop. On June 22, 1992, the Union employees of the Coal Preparation Facility returned to work. Finally, on June 23, 1992, and June 24, 1992, the Union employees of the Heshbon Mine resumed work. It is undisputed that the Union employees at the Central Shop, the Coal Preparation Facility and the Heshbon Mine were represented by separate union locals.⁵

In addition, it is undisputed that the Central Shop, the Coal Preparation Facility and the Heshbon Mine were geographically separate. The Heshbon Mine was approximately ten miles by road from the Central Shop and approximately twelve miles by road from the Coal Preparation Facility. The Central Shop was approximately two miles by road from the Coal Preparation Facility. The Coal Preparation Facility processed both coal from the Heshbon Mine as well as from mines not owned by Florence Mining. Moreover, it is undisputed that more than fifty percent of the coal processed by the Coal Preparation Facility in 1992 was from outside sources. Similarly, the employees of the Central Shop repaired Florence Mining's equipment as well as that of other companies.

Each of the separate union locals constituted its own seniority unit. Each of the Florence Mining Facilities had its own employees and equipment.⁶ Moreover, it is undisputed that the employees of the Heshbon Mine and the Coal Preparation Facility worked only at their respective facility. The Central Shop employees spent roughly ninety percent of their time working at the Shop facility. In addition, each had separate management and were viewed separately by the Federal Mine Safety and Health Administration.

The Heshbon Mine operated until December 30, 1992. The Coal Preparation facility continued to operate until December 31, 1992. The Central Shop continued to operate until February 8, 1993.

On June 28, 1993, the plaintiffs, as labor organizations and the collective bargaining representatives of the Union employees at the Florence Mining Facilities, filed the instant lawsuit alleging that defendants violated the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101-2109 (Supp.1994) (the WARN Act).

The motion for summary judgment filed by defendant Mining Companies raises numerous challenges to plaintiffs' case. First, they contend that the WARN Act is inapplicable to the closure of the Heshbon Mine and the Coal Preparation Facility because 29 U.S.C. § 2103(1) exempts plant closings that are the result of the completion of a particular project or undertaking. Second, they argue that the closure of the Heshbon Mine and the Coal Preparation Facility did not qualify as either a "plant closing" or a "mass layoff" because it did not cause "employment loss" to "fifty or more employees" excluding "part-time employees."⁷ Third, they challenge plaintiffs' standing to sue for damages on behalf of their individual members. Fourth, they contend that each of the Florence Mining Facilities constitutes a "single site of employment" and, therefore, even if part-time employees are included, the fifty-employee threshold cannot be met. Finally, they contend that they have provided appropriate notice under the terms of the WARN Act.

Defendant Utility Companies raise two issues in their motion for summary judgment. First, they argue that they are not an "employer" within the meaning of the term under the WARN Act. Second, they contend that plaintiffs have failed to establish that they agreed to guarantee the payment of any WARN Act liability imposed upon defendant Mining Companies.

After briefly reviewing the standards applicable for resolving summary judgment motions, this Court will address defendants' dispositive arguments.

II. Discussion

Summary judgment may be granted if "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(c). "Rule 56 mandates the entry of summary judgment, after adequate time for discovery and upon motion, against the party who fails to make a showing sufficient to establish the...