United Food & Commercial Workers, Local 1995 v. Kroger Co.
| Decision Date | 14 October 2022 |
| Docket Number | 22-5085 |
| Parties | United Food & Commercial Workers, Local 1995, Plaintiff-Appellee, v. Kroger Co., Defendant, Kroger Limited Partnership I, Defendant-Appellant. |
| Court | U.S. Court of Appeals — Sixth Circuit |
Appeal from the United States District Court for the Middle District of Tennessee at Nashville. No. 3:20-cv-00948-Eli J Richardson, District Judge.
ON BRIEF:
James A. Mills, David A. Nenni, JACKSON LEWIS, P.C., Cincinnati Ohio, for Appellant.
David W. Garrison, Scott P. Tift, BARRETT JOHNSTON MARTIN & GARRISON, LLC, Nashville, Tennessee, for Appellee.
Before: SILER, McKEAGUE, and LARSEN, Circuit Judges.
McKEAGUE, J., joined. LARSEN, J. (pp. 15-22), delivered a separate dissenting opinion.
Kroger Limited Partnership I appeals the district court's order granting the motion for judgment on the pleadings brought by United Food &Commercial Workers, Local 1995. For the following reasons, we AFFIRM.
This is an arbitration dispute between Kroger Limited Partnership I ("KLPI") and United Food &Commercial Workers, Local 1995 (the "Union"). KLPI operates Kroger grocery stores throughout Tennessee. It is a separate entity within "The Kroger Company" family and has its own collective bargaining agreement ("CBA") with the Union. Id. For several years, the Union has represented "all full-time and part-time employees" in KLPI's stores that are located in the "Nashville Division." The Nashville Division includes Nashville, Tennessee, and the greater Knoxville, Tennessee, area. Unionized employees perform any services connected to handling merchandise "for sale" in KLPI's "retail establishments[.]"
Over several years, KLPI has operated different retail-store configurations within the Nashville Division. They included rural stores, urban stores, small stores, large stores, stores with and without gas stations, and so-called "Marketplace" stores with large non-grocery departments. Through a series of CBAs, the Union has represented all retail-store employees working in these stores. And the Union has immediately represented the employees in any new store that KLPI opened in the Nashville Division.
After several years of cooperation, KLPI and the Union found themselves at an impasse. In mid-2020, the "Supply Chain Division" of The Kroger Company opened a warehouse called the Knoxville Local Fulfillment Center. Soon after the warehouse opened, the Union filed a grievance with The Kroger Company, claiming that the Union represented employees at that facility-which the Union called the "Knoxville eCommerce Store." In its grievance, the Union described how employees at the warehouse fill orders placed not by Kroger grocery stores, but by Walgreens pharmacies. The Union complained that employees who pick and deliver these orders for Kroger's so-called "customer" were performing "fundamental[ly] bargaining[-]unit work." The Union called these employees "pickers" and "drivers" and likened them to unionized retail-store employees at KLPI's grocery stores. The Union therefore demanded The Kroger Company and KLPI extend union benefits to the "pickers" and "drivers."
KLPI refused to process the Union's grievance for itself or the Kroger Company. It claimed that the Knoxville Local Fulfillment Center is a warehouse, not a grocery store, and that it is part of The Kroger Company's "supply chain network," which is independent from retail stores operated by KLPI. KLPI also explained that it has no relationship with employees at the facility and, consequently, that the facility is not a "store covered by the CBA." In response, the Union pursued arbitration under Article VII § D of their CBA, which governs grievances that concern "the interpretation or application of this [CBA]." KLPI, however, refused to arbitrate the grievance.
The Union sued The Kroger Company to compel arbitration and, in its amended complaint, added KLPI as a defendant. The Kroger Company and KLPI answered. In response, the Union moved for judgment on the pleadings under Federal Rule of Civil Procedure 12(c). The district court determined the Union's claim was arbitrable under the CBA but denied the motion as to The Kroger Company because the answer had denied The Kroger Company was a party to the agreement. The district court granted the motion as to KLPI, however, and ordered arbitration.[1] KLPI now appeals the district court's order granting in part the Union's motion for judgment on the pleadings.
We review de novo a district court's order granting a Rule 12(c) motion for judgment on the pleadings. Anders v. Cuevas, 984 F.3d 1166, 1174 (6th Cir. 2021). Under Rule 12(c), "[a]fter the pleadings are closed-but early enough not to delay trial-a party may move for judgment on the pleadings." Fed.R.Civ.P. 12(c). We assess such motions "using the same standard that applies to a review of a motion to dismiss under Rule 12(b)(6)," Moderwell v. Cuyahoga Cnty., 997 F.3d 653, 659 (6th Cir. 2021) (citation omitted)-that is, with one caveat. When the plaintiff, as opposed to the defendant, moves for judgment on the pleadings, instead of asking whether the "complaint . . . contain[s] 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 (2009) (citation omitted), we ask "whether the plaintiff's petition, stripped of those allegations which are denied by the defendant's answer, would leave the petition stating a cause of action against the defendant." 61A Am. Jur. 2d Pleading § 497; see also Bass v. Hoagland, 172 F.2d 205, 207 (5th Cir. 1949) ().
With that one caveat, the same rules apply. We may consider exhibits that are referenced in the complaint and central to its claims. See Brent v. Wayne Cnty. Dep't of Hum. Servs., 901 F.3d 656, 695 (6th Cir. 2018) (citing Bassett v. Nat'l Collegiate Athletic Ass'n, 528 F.3d 426, 430 (6th Cir. 2008)). We will not blindly accept legal conclusions nor draw unwarranted factual inferences from either the complaint or the answer. See Barber v. Charter Twp. of Springfield, 31 F.4th 382, 387 (6th Cir. 2022) (citation omitted). After we accept the answer's well-pleaded allegations as true and construe the pleadings and exhibits in a light most favorable to the defendant, "the motion may be granted only if the [plaintiff] is nevertheless clearly entitled to judgment." S. Ohio Bank v. Merrill Lynch, Pierce, Fenner &Smith, Inc., 479 F.2d 478, 480 (6th Cir. 1973); see also Murray v. Ohio Adult Parole Auth., 916 F.2d 713, at *2 (6th Cir. 1990) (Table) (citing Nat'l Metro. Bank v. United States, 323 U.S. 454, 456-57 (1945)).
Our consideration of the Union's arbitration claim has a settled framework. See AT &T Techs., Inc. v. Commc'ns Workers of Am., 475 U.S. 643, 648 (1986). We "engage in a limited review" to determine whether the grievance is arbitrable. Javitch v. First Union Sec., Inc., 315 F.3d 619, 624 (6th Cir. 2003). To do so, we must find "a valid agreement to arbitrate" and determine whether the grievance "falls within the substantive scope of that agreement." Id. The parties agree Article VII § D of their CBA includes a mandatory arbitration agreement, which governs grievances that concern "the interpretation or application of this [CBA]." While the district court passingly expressed its concern that this section only permitted, as opposed to mandated, arbitration, the parties have not raised this concern on appeal. So we need only determine whether the Union's grievance falls within the substantive scope of their arbitration agreement. See Granite Rock Co. v. Int'l Bhd. of Teamsters, 561 U.S. 287, 299 (2010) ( .
The Union's grievance clearly falls within the substantive scope of the arbitration agreement. In its grievance, the Union asserted that KLPI must recognize the Union as the employee representative at the Knoxville Local Fulfillment Center. The grievance is based on the Union's allegation that the Knoxville Local Fulfillment Center is a "store[] of the Kroger Company, Nashville Division," under Article 3 § A of the CBA. According to that section, this would establish the Union as the "sole and exclusive bargaining agent for all full-time and parttime employees" at the Knoxville Local Fulfillment Center. The Union's grievance thus falls within the scope of arbitration agreement because it concerns the "interpretation or application of this [CBA]"-that is, Article 3 § A of the CBA.
As it falls within the scope of the arbitration agreement, we apply the presumption of arbitrability to the grievance. AT&T Techs., Inc., 475 U.S. at 650. This presumption requires us to "resolve any doubts in favor of arbitration" and prohibits denying an order to arbitrate "unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute." United Steelworkers of Am. v. Mead Corp., Fine Paper Div., 21 F.3d 128, 131 (6th Cir. 1994) (citing AT&T Techs., Inc., 475 U.S. at 648-51). This presumption is "particularly applicable" in the case of a "broad" arbitration agreement, like the one here. See, e.g., United Steelworkers of Am v. Cooper Tire &...
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