United Steelworkers of America v. CCI CORPORATION

• Decision Date: 26 June 1968
• Docket Number: No. 9629.,9629.
• Citation: 395 F.2d 529
• Parties: UNITED STEELWORKERS OF AMERICA, Appellant, v. CCI CORPORATION, a corporation, Appellee.
• Court: U.S. Court of Appeals — Tenth Circuit

395 F.2d 529 (1968)

UNITED STEELWORKERS OF AMERICA, Appellant, v. CCI CORPORATION, a corporation, Appellee.

No. 9629.

United States Court of Appeals Tenth Circuit.

April 25, 1968.

Rehearing Denied June 26, 1968.

Chris Dixie, Houston, Tex. (Maynard Ungerman, Tulsa, Okl., and Bernard Kleiman, Pittsburgh, Pa., were with him on the brief), for appellant.

Carl D. Hall, Jr., of Hall & Sublett, Tulsa, Okl., for appellee.

Before LEWIS and HILL, Circuit Judges, and CHRISTENSEN, District Judge.

DAVID T. LEWIS, Circuit Judge.

Finding that the appellee-plaintiff, CCI, had been damaged in the amount of $18,824.15 through breach of its collective bargaining contract by appellant-defendant, Steelworkers, the District Court for the Northern District of Oklahoma entered judgment accordingly pursuant to jurisdiction under Section 301 of the Labor Management Relations Act, 29 U.S.C. § 185. The Steelworkers appeal, contending that the trial court erred in finding that a binding contract existed between the parties; erred in finding that any such contract was breached; and erred by applying an improper measure of damages.

The Steelworkers had represented CCI's production employees continuously since the execution of an initial collective bargaining agreement in 1961. The contract was renewed in 1963 for a two-year period expiring on November 11, 1965, but negotiations for a further renewal of the contract between the parties broke down and at midnight November 10, 1965, the Steelworkers struck and established a picket line. One month later, on December 10, the parties met and completely settled their dispute, reaching, according to the testimony of both the negotiator for CCI and the representative of the Steelworkers, a recognized verbal agreement. The threshold question presented to the trial court was whether the parties intended the verbal agreement to be immediately effective and binding or whether the contract was not intended to be enforceable until its terms were embodied in a signed written contract. Subjective or mutual intent is a question of fact to be determined from all probative circumstances and, since the trial court found that the parties intended to be bound by the oral contract, the threshold appellate question is whether such finding is clearly erroneous. Rule 52(a), Fed.R.Civ.P. We hold the finding to be amply supported by the evidence.

We readily recognize, as union counsel argues, that labor contract negotiation bears the coercion of statute, that negotiators often give and take on minor issues to supply the required continuity of bargaining and anticipatory to the main issues, and that it would indeed frustrate collective bargaining if the law silently closed a deal while the negotiator was angling for some other point. But collective bargaining, while it has distinctive considerations, is premised upon good faith not only at the bargaining table but, in the full contemplation of the Act, in the commitments there made, relied on by the parties and acted upon by them. Thus, when bargaining is terminated and an agreement reached, the intent of the parties may be tested by the application of classic contract law, a principle recognized by the National Labor Relations Board in considering a § 8(a)5 violation for refusal to sign an agreed verbal contract. In the case at bar, the actions and statements of both parties point to the existence of a binding verbal contract.

After the December 10 meeting, in the late afternoon, Mr. Vanya, the Steelworkers' representative, called Mr. Manasco, the CCI representative, and told him, "We have an agreement. The employees have accepted it. I am pulling the pickets." This was done. On Monday, December 13, the employees returned to work and CCI effectuated the wage increases and all bargained-for modifications. Later in December CCI submitted to the Steelworkers a written contract for signatures containing the continuing provisions of the 1963 contract and employing the language agreed to at the bargaining table to the extent the basic contract was changed.

When the union failed to respond to the draft tendered to it by the company in December, CCI, on January 10, 1966, sent to the Steelworkers a letter requesting that the parties get together to sign the contract so it could be printed and distributed to the employees. The letter advised the union that CCI was administering and applying the terms and conditions agreed upon during negotiations and would continue to do so "as though the formality of signing had already occurred." The union asserts that this is inconsistent with the CCI's position that the oral contract was binding, but the contrary appears to us to be a more logical interpretation. What it serves to emphasize is that signing was a mere formality and not determinative of the existence of a binding agreement. CCI's conduct as well as its assertions is consistent with this position. The contract was signed, without change, on January 31, 1966, dated and specifying its effectiveness to be December 10, 1965.

There was also evidence that the Steelworkers considered the oral agreement binding. On February 25, 1966, union representative Vanya signed and filed a grievance on behalf of an employee alleging a violation of the new agreement arising out of a January 3 occurrence — this of course being prior to the actual signing.

We are not now confronted with a case where "no one really believed that the parties would be bound until the contracts were fully executed and delivered," Genesco, Inc. v. Joint Council 13, United Shoe Workers, etc., 2 Cir., 341 F.2d 482, 486, or where there has been an agreement on "principle" only with the written form to follow. 341 F.2d at 486. We have, rather, an earlier basic written contract, modified in part by complete verbal understanding and later signed in accord with such understanding, and acted upon by both partie...