United Mine Workers of America 1974 Pension v. Pittston Co.
| Decision Date | 31 March 1993 |
| Docket Number | Nos. 92-7141,92-7142,s. 92-7141 |
| Citation | 299 U.S. App. D.C. 339,984 F.2d 469 |
| Parties | 142 L.R.R.M. (BNA) 2391, 299 U.S.App.D.C. 339, 124 Lab.Cas. P 10,530, 24 Fed.R.Serv.3d 997, 16 Employee Benefits Cas. 1600 UNITED MINE WORKERS OF AMERICA 1974 PENSION, et al., v. PITTSTON COMPANY, et al., Appellants. UNITED MINE WORKERS OF AMERICA 1974 PENSION TRUST v. RAWL SALES & PROCESSING CO., Appellant. |
| Court | U.S. Court of Appeals — District of Columbia Circuit |
Appeals from the United States District Court for the District of Columbia (Civil Action Nos. 88cv00969 and 91cv03241).
John M. Wood, Washington, DC, and Gregory B. Robertson, Richmond, VA, with whom Kathleen H. McGuan, Washington, DC, Bruin S. Richardson, Richmond, VA, and Forrest H. Roles, Charleston, WV, were on the joint brief, for appellants. Susan F. Wiltsie, Washington, DC, also entered an appearance for appellants.
Julia P. Clark, with whom Jeremiah A. Collins, and David Allen, Washington, DC, were on the brief, for appellees.
Peter Buscemi, with whom Robert A. Dufek, Stanley F. Lechner and Thomas J. O'Brien, Washington, DC, were on the brief for amicus curiae Bituminous Coal Operators' Ass'n, Inc.
Jonathan D. Schiller and Robert C. Bell, Jr., Washington, DC, was on the brief, for amicus curiae Island Creek Corp., Drummond Co., Inc., Clemens Coal Co., Dunkard Min. Co., Kenellis Energies, Inc., and Penn Allegh Coal Co.
Francis T. Coleman, Mary Lou Smith, Washington, DC, was on the brief, for amicus curiaes Agipcoal USA, Inc., Aloe Coal Co., Beilchick Bros., Bently Coal Co., Inc., Canterbury Coal Co., Tanowia Min. Co., Inc., Myers Coal Co., Oak Grove Coal Co. and Valley Coal Co. David Laurent, Pittsburgh, PA, also entered an appearance for amicus curiae.
Before: EDWARDS, BUCKLEY and SENTELLE, Circuit Judges.
Opinion for the Court filed by Circuit Judge HARRY T. EDWARDS.
This appeal presents issues that have been certified by the District Court for interlocutory review pursuant to 28 U.S.C. § 1292(b). The action before us involves a suit brought by the Trustees (the "Trustees") of certain United Mine Workers of America ("UMWA") pension trusts to require pension fund contributions from several coal companies (the "Coal Companies"). The District Court granted summary judgment in favor of the Trustees on the issue of liability, see In re UMWA Employee Benefit Plans Litigation, 782 F.Supp. 658 (D.D.C.1992) ("In re UMWA "), and then, on request of the Coal Companies, certified the matter for interlocutory review.
The parties do not dispute and we agree that the case is properly before this court under 28 U.S.C. § 1292(b). Finding no error in the judgment of the trial court, we affirm and remand for further proceedings.
The underlying facts, including the history of this litigation, are recited in the opinion of the District Court. See In re UMWA, 782 F.Supp. at 660-62. We will not repeat this background, save as necessary to highlight matters of significance for this appeal.
Briefly, this case involves the interpretation of the so-called "evergreen clause" 1 in the pension trust and collective bargaining agreements between the UMWA and the Coal Companies' bargaining representative, the Bituminous Coal Operators' Association ("BCOA"). The evergreen clause was first added to the trust agreements in 1978, and it was incorporated by reference into article XX(d) of the 1978 "National Bituminous Coal Wage Agreement" ("NBCWA"), and in all subsequent collective bargaining agreements between the parties. The clause provided that participating employers (including the appellants) were bound to make continuing contributions to the trusts, and that the amounts of contribution would be as specified in future NBCWAs.
The dispute in this case arose upon the expiration of the NBCWAs to which the appellant Coal Companies were signatories. 2 Instead of entering into successor NBCWAs, the Coal Companies withdrew from the BCOA and negotiated individual labor agreements with the UMWA which included modifications of their contribution obligations to the trusts. The Trustees then brought this suit, contending that the evergreen clause obligates the Coal Companies to continue contributing to the trusts at the levels established in successor NBCWAs. 3
On cross-motions for summary judgment, the Trustees submitted declarations from witnesses who participated in the 1978 negotiations, along with corroborating documents generated shortly after those negotiations. In response, the Coal Companies argued that it was noteworthy that the Trustees never previously had sought to enforce a claim premised on "perpetual obligations" under the evergreen clause; rather, according to the Coal Companies, the Trustees always had defined claims against other allegedly defaulting employers solely pursuant to "withdrawal liability". 4 After considering the language of the relevant trust and collective bargaining agreements, as well as the interpretive evidence before it, the District Court upheld the Trustees' interpretation of the evergreen clause and granted their motion for summary judgment on the question of liability. In re UMWA, 782 F.Supp. at 667.
Defendant Rawl moved the District Court to reconsider its decision and defendant PCG moved for amendment of the District Court's order to satisfy the conditions for interlocutory appeal under 28 U.S.C. § 1292(b). In conjunction with its motion, Rawl submitted new evidence to the District Court; this evidence consisted of declarations of persons familiar with the 1978 negotiations who denied that the evergreen clause was understood to create ongoing obligations. In addition, Rawl argued that it had been unfairly denied adequate discovery and that it had several affirmative defenses that should have survived the summary judgment order.
The District Court refused to consider the "new evidence" offered by Rawl, and it denied the motion for reconsideration. UMWA 1974 Pension Trust v. Pittston Co., 793 F.Supp. 339, 344-46 (D.D.C.1992). In disposing of the issues raised by Rawl, the District Court held that Rawl had not been unfairly denied an opportunity to conduct discovery, because there had been no agreement restricting the use of extrinsic evidence and because Rawl had not asked for leave of the court to conduct discovery after the Trustees' summary judgment motion was filed. Id. at 341-42. In addition, the District Court concluded that Rawl had waived any affirmative defenses "by not asserting them in its own motion for summary judgment and, more importantly, by not asserting them in its opposition to the Trusts' motion for summary judgment." Id. at 344. The District Court did, however, grant an amendment of its order to certify the case for interlocutory appeal. Id. at 348.
The Coal Companies claim that the District Court erred as a matter of law in construing the evergreen clause. We disagree. The District Court, relying on the words of the agreements and the extrinsic evidence properly before it, concluded that the only reasonable interpretation of the evergreen clause is one premised on a principle of "perpetual obligation." Accordingly, the District Court granted summary judgment for the Trustees. We have reviewed this judgment de novo, Shields v. Eli Lilly & Co., 895 F.2d 1463, 1466 (D.C.Cir.1990), and, pursuant to this review, we agree with the conclusion reached by the District Court.
In cases requiring the court to construe the meaning of a contract, the dispute may be resolved as a matter of law if the contested agreement admits of only one reasonable interpretation. Link Coal Co., 970 F.2d at 904. Moreover, in divining the meaning of contract terms, the court is not limited to the four corners of the agreement: the party moving for summary judgment may submit affidavits and other extrinsic evidence that gives color to the words of the agreement or otherwise reveals the intent of the contracting parties at the time of the agreement. See FED.R.CIV.P. 56(e); see also Link Coal, 970 F.2d at 904-905 (). If the moving party demonstrates that no material factual issue remains, the burden then shifts to the non-moving party to produce specific evidence that sufficiently contradicts or undermines the movant's case to demonstrate a material factual dispute. Bias v. Advantage Int'l, Inc., 905 F.2d 1558, 1561 (D.C.Cir.), cert. denied, 498 U.S. 958, 111 S.Ct. 387, 112 L.Ed.2d 397 (1990). In order to carry this burden and avoid summary judgment, the evidence submitted by the non-moving party must show that more than one reasonable interpretation exists. Farmland Indus., Inc. v. Grain Bd. of Iraq, 904 F.2d 732, 736 (D.C.Cir.1990).
Applying this analytical framework to the contract provisions at hand, we conclude that the District Court was fully justified in granting summary judgment in favor of the Trustees. The language of the relevant provisions in the applicable trust and collective bargaining agreements unambiguously obliges signatory employers to contribute to the trusts at the rates specified in the current NBCWA, irrespective of the employer's failure sign that NBCWA. The evergreen clause in the trust documents clearly does not include a durational limitation to the employer's duty to contribute to the trusts. See note 1, supra. Although the clause does allow for modifications in "successor agreements," the structure of the clause and the reference to the current NBCWA, through the use of "thereto," indicate that only a subsequent NBCWA can qualify as such a successor agreement. Furthermore, section XX(d) 5 of the NBCWAs, which incorporates the evergreen clause by reference, comprehends only the termination of the particular NBCWA and the contribution rates specified therein; it does not, contrary to the Coal...
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