Campbell-Salahuddin v. Ford Motor Company et al

Filing 39

MEMORANDUM Opinion and Order Signed by the Honorable Virginia M. Kendall on 7/16/2018: Ford Motor Company's Motion to Dismiss #21 is granted and Shranda Campbell-Salahuddin's Second Amendment Complaint #20 is dismissed without prejudice. Salahuddin shall have until 7/30/18 to amend her complaint in a manner consistent with this opinion to the extent that she can do so. Mailed notice (cn).

Case: 1:18-cv-00268 Document #: 39 Filed: 07/16/18 Page 1 of 11 PageID #:463

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
SHRANDA CAMPBELLSALAHUDDIN,
Plaintiff,
v.
FORD MOTOR COMPANY; UNITED
AUTO WORKERS LOCAL 588; and
INTERNATIONAL UNION, UNITED
AUTOMOBILE, AEROSPACE AND
AGRICULTURAL IMPLEMENT
WORKERS OF AMERICA (UAW), AFLCIO,
Defendants.

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No. 18 C 268
Hon. Virginia M. Kendall

MEMORANDUM OPINION AND ORDER
Currently before the Court is Defendant Ford Motor Company’s Motion to Dismiss
Plaintiff Shranda Campbell-Salahuddin’s Second Amended Complaint to Vacate Arbitration
Award pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6). (Dkt. 20). For the
reasons explained below, the Motion is granted and the Second Amended Complaint is dismissed
without prejudice. Salahuddin is given until 7/30/18 to file a third amended complaint consistent
with this opinion to the extent that she can do so.
BACKGROUND
Plaintiff Shranda Campbell-Salahuddin (“Salahuddin”), a former member of Defendant
The United Automobile, Aerospace and Agricultural Implement Workers of America (“IUAW”)
and its local chapter, Defendant United Auto Workers Local 588 (“Local UAW”) (collectively,
“UAW Defendants”), worked for Defendant Ford Motor Company (“Ford”) at its Stamping Plant
in Chicago Heights, Illinois. (Dkt. 20) at ¶¶ 16–18. However, on August 29, 2016, Ford

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terminated her employment for an alleged assault on another worker. Id. at ¶¶ 19, 35; see also
(Dkt. 20-1) at 2. Salahuddin subsequently grieved her discharge pursuant to the UAW Defendants’
and Ford’s Collective Bargaining Agreement (“CBA”) and an arbitration hearing was held about
one year later on October 17, 2017. (Dkt. 20) at ¶¶ 20–25, 32, 38. There, the Local UAW served
as the “nominal party” and was represented by Reggie Ransom. Id. at ¶¶ 42–43. Kathryn A.
VanDagens—an attorney who is associated with the National Academy of Arbitrators and other
national arbitration associations—served as the arbitrator. Id. at ¶¶ 26, 56, 58, 67, 81, 88. As
relevant herein, VanDagens’s brother is a member of Ford’s Senior Management who has worked
for Ford for more than 30 years. Id. at ¶¶ 53, 55. VanDagens never disclosed to Salahuddin this
information. Id. at ¶¶ 87, 89, 91, 93. Salahuddin alleges that this created a conflict of interest for
VanDagens in the face of which she failed to recuse herself. Id. at ¶¶ 93, 100.
In addition to Ransom, Local UAW representative Matt Kolanowski attended the October
17 arbitration hearing. Id. at ¶ 105. When it was over, Kolanowski drove VanDagens to her car,
and at that time VanDagens told Kolanowski that her brother worked for Ford. Id. at ¶¶ 105–06.
About two months later, on December 13, 2017, VanDagens issued an award denying
Salahuddin’s grievance and affirming that Ford had cause to discharge her. See (Dkt. 20-1).
Sometime shortly after the issuance of the award, Ransom informed Salahuddin about
VanDagens’s brother and he disclosed to her that he had learned about the brother in June 2017.
(Dkt. 20) at ¶¶ 108–110. Kolanowski also later told Salahuddin the same information. Id. at ¶ 112.
On January 12, 2018, Salahuddin brought this action against Ford and the UAW
Defendants. Her Second Amended Complaint seeks to vacate the arbitration award pursuant to
Section 301 of the Labor Management Relations Act, 29 U.S.C. § 185 (“LMRA”) and for the Court
to order a rehearing before an unbiased arbitrator, or alternatively, to reverse the arbitration award

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and find in her favor. Id. at 21. Although her complaint does not contain delineated counts, she
appears to bring the following claims: (1) Ford breached the CBA by terminating her without just
cause; (2) VanDagens violated numerous ethical duties and infected the ultimate arbitration award,
discussed below, with “evident partiality”; (3) Ford and the UAW Defendants breached the CBA
by selecting a biased arbitrator instead of a neutral umpire; and (4) the UAW Defendants breached
their duty of fair representation by (a) failing to disclose VanDagens’s familial relationship to a
Ford employee to Salahuddin until after the arbitration; (b) failing to object to VanDagens;
(c) agreeing to VanDagens without disclosing the relationship; and (d) failing to notice
VanDagens’s termination pursuant to the CBA.
On April 3, 2018, Ford moved to dismiss Salahuddin’s Second Amended Complaint,
arguing that Salahuddin lacks standing to challenge the arbitration award and, alternatively, that
Salahuddin has failed to set forth sufficient allegations to support her request for vacating the
arbitration award. See (Dkt. 21). At a court status hearing on April 25, 2018, the UAW Defendants
orally joined Ford’s Motion. (Dkt. 35).
LEGAL STANDARD
A motion to dismiss for lack of standing is a challenge to the court’s subject matter
jurisdiction under Rule 12(b)(1). See Scanlan v. Eisenberg, 669 F.3d 838, 841 (7th Cir. 2012);
Jimenez v. Illinois, 2012 WL 174772, at *2 (N.D. Ill. Jan. 18, 2012). In considering a motion
under Rule 12(b)(1), the Court “accept[s] as true all well-pleaded factual allegations and draw[s]
reasonable inferences in favor of the plaintiff[ ].” Bultasa Buddhist Temple of Chicago v. Nielsen,
878 F.3d 570, 573 (7th Cir. 2017). “[I]f a plaintiff cannot establish standing to sue, relief from
this court is not possible, and dismissal under 12(b)(1) is the appropriate disposition.” AFGE,
Local 2119 v. Cohen, 171 F.3d 460, 465 (7th Cir. 1999).

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Similarly, in considering a Rule 12(b)(6) motion to dismiss, the Court accepts as true all
well-pleaded allegations and views them in the light most favorable to the plaintiff. Appert v.
Morgan Stanley Dean Witter, Inc., 673 F.3d 609, 622 (7th Cir. 2012). However, the Court need
not accept as true statements of law or unsupported conclusory factual allegations. McCauley v.
City of Chicago, 671 F.3d 611, 616 (7th Cir. 2011). For both 12(b)(6) and 12(b)(1) motions, the
Court must also consider “documents attached to the complaint, documents that are critical to the
complaint and referred to in it, and information that is subject to proper judicial notice,” as well as
“additional facts set forth in [plaintiff’s] district court brief . . . so long as those facts are consistent
with the pleadings.” See Matthews v. Hughes, 2015 WL 5876567, at *1 (N.D. Ill. Oct. 5, 2015)
(citing Phillips v. Prudential Ins. Co. of Am., 714 F.3d 1017, 1020 (7th Cir. 2013)) (internal
alterations and quotation marks omitted).
DISCUSSION
Section 301 of the LMRA provides for federal subject-matter jurisdiction over “[s]uits for
violations of contracts between an employer and a labor organization [such as a collective
bargaining agreement] representing employees in an industry affecting commerce.” 29 U.S.C.
§ 185(a); see also Lippert Tile Co., Inc. v. Int’l Union of Bricklayers & Allied Craftsmen, District
Council of Wis. & Its Local 5, 724 F.3d 939, 944 (7th Cir. 2013) (noting that collective bargaining
agreements are within the purview of Section 301). 1 However, a plaintiff represented by a union
generally lacks standing to challenge an arbitration award because “when employees are
represented by a union they are not parties to either the collective bargaining agreement or any
union-company arbitration.” Cleveland v. Porca Co., 38 F.3d 289, 296–97 (7th Cir. 1994). “An

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As Ford correctly highlights ((Dkt. 22) at 6–7), “[i]n seeking to confirm an arbitration award created by
virtue of a collective bargaining agreement, recourse is to the LMRA, not the FAA.” Cleveland v. Porca
Co., 38 F.3d 289, 296 n.5 (7th Cir. 1994); see also Part-Time Faculty Ass’n at Columbia Coll. Chicago v.
Columbia Coll. Chicago, 892 F.3d 860, 864 n.3 (7th Cir. 2018).

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exception to this general rule exists which ‘allows employees to challenge or confirm a unioncompany arbitration award but only if the employees state a claim for a Section 301 fair
representation case and the challenge or confirmation is integral to the case.’” Id. at 297; see also
Yeftich v. Navistar, Inc., 722 F.3d 911, 914 (7th Cir. 2013) (“When union members sue their
employer for breach of contract under section 301 of the LMRA, they must also state a prerequisite
claim of breach of their union’s duty of fair representation.”); Shores v. Peabody Coal Co., 831
F.2d 1382, 1384 (7th Cir. 1987) (articulating the same rule). This type of claim––where an
employee alleges an employer’s breach of the CBA in conjunction with a breach of a union’s fair
duty of representation––is commonly referred to as a hybrid Section 301/fair representation claim
under Section 301 of the LMRA. See, e.g., Yeftich, 722 F.3d at 914; Neal v. Newspaper Holdings,
Inc., 349 F.3d 363, 368 (7th Cir. 2003). The “two claims are inextricably interdependent. . . If one
claim fails, ‘neither claim is viable.’” Rupcich v. United Food & Commercial Workers Int’l Union,
833 F.3d 847, 853 (7th Cir. 2016) (quoting Crider v. Spectrulite Consortium, Inc., 130 F.3d 1238,
1241 (7th Cir. 1997)).
Salahuddin attempts to assert such a hybrid claim. In addition to alleging various breaches
of the CBA, she alleges that the UAW Defendants breached their duty of fair representation
because they “(a) [f]ailed to inform [her] of the Arbitrator’s conflict-of-interest and partiality;
(b) [f]ailed to object to the Arbitrator; (c) [a]greed to the Arbitrator without disclosing the conflictof-interest; [and] (d) [f]ailed to Notice the Arbitrator’s termination.” (Dkt. 20) at ¶ 116. But a
breach of the fair duty of representation “occurs only when a union’s conduct toward a member of
the collective bargaining unit is arbitrary, discriminatory, or in bad faith.” Yeftich, 722 F.3d at 915
(quoting Vaca v. Sipes, 386 U.S. 171, 190 (1967)); accord Air Line Pilots Ass’n, Int’l v. O’Neill,
499 U.S. 65, 67 (1991). Salahuddin’s complaint makes no allegations of arbitrary, discriminatory,

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or bad-faith conduct, nor does it allege facts from which an inference of such conduct could be
reasonably inferred. 2
Examining the first potential category of breach—arbitrariness—“[w]hether a union’s
actions are arbitrary calls for an objective inquiry.” Neal, 349 F.3d at 369. A “union’s actions are
arbitrary only if, in light of the factual and legal landscape at the time of the union’s actions, the
union’s behavior is so far outside a wide range of reasonableness, as to be irrational.” O’Neill,
499 U.S. at 67 (citation and internal quotation marks omitted). The standard for arbitrariness is
“extremely deferential” and the Court cannot “substitut[e] [its] judgment for that of the union, even
if, with the benefit of hindsight, it appears that the union could have made a better call.” Garcia
v. Zenith Electronics Corp., 58 F.3d 1171, 1177 (7th Cir. 1995) (citation omitted). While the level
of deference is high, a union may not “arbitrarily ignore a meritorious grievance or process it in
perfunctory fashion.” Rogers v. Jewel Food Stores, Inc., 2014 WL 4913673, at *4 (N.D. Ill. Sept.
30, 2014) (quoting Vaca, 386 U.S. at 191). Furthermore, “[t]he plaintiff must also establish both
that the union acted at least arbitrarily and that the plaintiff was actually harmed by the union’s
actions.” Garcia, 58 F.3d at 1177–78 (internal citation omitted). As such, Salahuddin must state
a claim from which a reasonable inference could be made “that the outcome of the arbitration
would probably have been different but for the union’s activities.” Id. at 1177.
On this point, while Salahuddin has not included explicit allegations that the UAW
Defendants engaged in arbitrary behavior in her Second Amended Complaint, she argues in
Response that “the UAW Defendants’ actions in failing to object or even inform [her] that an
inherent conflict of interest existed was arbitrary conduct detrimental to [her] and constitutes a
breach of their duty of fair representation.” (Dkt. 34) at 4; see also id. at 10 (“the UAW

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Salahuddin need only allege one of these three elements to state a viable claim that the UAW Defendants
breached their duty of fair representation.

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Defendants’ failiure [sic] to object to the arbitrator or failure to even inform Salahuddin of her
conflict of interest and ‘evident partiality’ were arbitrary decisions which led to the partial
arbitrator issuing an adverse award”). As an initial matter, “a plaintiff may not amend [her]
complaint in [her] response brief.” Pirelli Armstrong Tire Corp. Retiree Med. Benefits Trust v.
Walgreen Co., 631 F.3d 436, 448 (7th Cir. 2011). Further, to the extent that Salahuddin suggests
that her allegations rise to the level of arbitrary behavior, she is mistaken. Although she alleges
that the UAW Defendants’ failed in numerous ways related to their acceptance of VanDagens as
the arbitrator, she does not plausibly allege that “the union’s behavior [was] so far outside a wide
range of reasonableness, as to be irrational.” Cleveland, 38 F.3d at 295 (quotations omitted).
Salahuddin argues that any labor arbitrator whose brother is an employee of a grievant’s employer
is automatically unqualified as biased or partial, and, in turn, that any labor union that agrees to
use such an arbitrator or fails to disclose the fact to the grievant has committed a per se breach of
its duty of fair representation. But Salahuddin does not provide any binding precedent or
analogous persuasive authority to support this sweeping legal conclusion.
In addition, the Second Amended Complaint also fails to allege that “the outcome of the
arbitration would probably have been different but for the union’s activities.” Garcia, 58 F.3d at
1177. Instead, she simply concludes without explanation that having VanDagens as the arbitrator
denied her a fair hearing and/or caused her to be denied a favorable award of backpay and
reinstatement. (Dkt. 20) at ¶¶ 122–23; see also (Dkt. 34) at 10 (stating that she alleged that “the
UAW Defendants’ failure to object to the arbitrator or failure to even inform Plaintiff of her
conflicts of interest and ‘evident impartiality’ were arbitrary decisions which led to the partial
arbitrator issuing an adverse award”). But, without any supporting factual allegations, this is not
a reasonable inference, particularly in light of the record of the arbitration hearing, which indicates

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that VanDagens thoroughly analyzed Salahuddin’s case and concluded that Ford had cause to
terminate her employment. See (Dkt. 20-1) at 3–4; see, e.g., Garcia, 58 F.3d at 1178 (“It is
certainly possible that the arbitrator would have found [Plaintiff] a sympathetic witness and ruled
differently, but it is equally possible that [Plaintiff’s] testimony would have done [her] more harm
than good.”). In all, Salahuddin has failed to allege that the UAW Defendants acted arbitrarily.
As for the other two possible categories of breach, “[w]hether or not a union’s actions are
discriminatory or in bad faith calls for a subjective inquiry and requires proof that the union acted
(or failed to act) due to an improper motive.” Neal, 349 F.3d at 369; cf. Rupe v. Spector Freight
Systems, Inc., 679 F.2d 685, 691 (7th Cir. 1982) (“To establish bad faith or discrimination, the
union member must adduce ‘substantial evidence of fraud, deceitful action or dishonest conduct.”)
(citation and quotations omitted). The Second Amended Complaint does not allege discriminatory
or bad faith conduct and the facts alleged in the Second Amended Complaint do not suggest
improper motive as required to satisfy either element.
Although Salahuddin’s Response does not clearly argue in favor of either element, it bears
noting that the Response argues that “the union . . . knowingly withheld [VanDagens’s familial
relationship to a Ford employee] from Plaintiff.” (Dkt. 34) at 2 (emphasis added); see also id. at
3. This statement is deficient for two reasons. First, as already noted, Salahuddin cannot amend
her complaint by way of her Response, and seeing that her Second Amended Complaint only
alleges the UAW Defendants’ various failures to inform her about VanDagens, it does not at
present allege that any information was “knowingly withheld.” Although the Court is permitted
to take notice of facts consistent with the pleadings set forth in Salahuddin’s Response, see
Matthews, 2015 WL 5876567, at *1, an allegation that the UAW Defendants knowingly withheld
information carries different implications than those intimated by the Second Amended Complaint.

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Cf. Neal v. Newspaper Holdings, Inc., 349 F.3d at 369 (“[M]ere negligence . . . would not state a
claim for breach of the duty of fair representation.”). Second, even if the Second Amended
Complaint had alleged the knowing withholding of information about VanDagens, without any
subsidiary facts, such an allegation is improper and conclusory. See Yeftich, 722 F.3d at 916 (“Bare
assertions of the state of mind required for the claim . . . must be supported with subsidiary facts.”).
Further, Salahuddin does not challenge the obvious alternative explanation that the UAW
Defendants’ took account of the Arbitrator’s relationship and used their judgment in agreeing to
or failing to object to the Arbitrator. See Rupe, 679 F.2d at 692 (“Establishing a breach of the duty
of fair representation involves more than demonstrating mere errors of judgment.”) (citation
omitted); see also McCauley, 671 F.3d at 616 (“If the allegations give rise to an obvious alternative
explanation, then the complaint may stop short of the line between possibility and plausibility of
entitlement to relief.”) (internal alterations, citations, and quotations omitted). Furthermore, the
Court has limited discretion to challenge strategic choices made by the union in the course of their
representation. See, e.g., Garcia, 58 F.3d at 1178 (noting that even if the plaintiff employee
disagreed with the union attorney’s decision not to let the plaintiff testify, it was not the court’s
place to question the union’s strategic choices). Without more supporting facts, Salahuddin’s
allegations are conclusory and tenuous. Thus, the Court cannot credit this statement for the
purposes of evaluating Ford’s Motion.
In many ways, this case is similar to Yeftich v. Navistar, Inc. There, the union chose not to
pursue the employees’ grievances through to arbitration. In their complaint alleging a breach of
the union’s duty of fair representation, the plaintiffs generally asserted that the union knew that
the employer had violated the CBA and acted in bad faith where it “intentionally mis[led] the
[p]laintiffs as to the status of the grievances” and “invidiously diverted, stalled, and otherwise

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terminated and abandoned the grievances.” 722 F.3d at 916. Even with these allegations, the
appellate court held that the complaint lacked the “factual specificity required to state a plausible
breach-of-fair-representation claim.” Id. For the reasons set forth above, Salahuddin’s allegations
here are similarly devoid of relevant factual support and therefore do not cross the line from
possible to plausible. See id. at 917.
Overall, without more factual detail surrounding Salahuddin’s allegations, the Court cannot
conclude that she has plausibly alleged that the UAW Defendant’s conduct was arbitrary,
discriminatory, or in bad faith and by extension, the Second Amended Complaint fails to state a
claim for violation of the unions’ duty of fair representation. Instead, the allegations only suggest
that Salahuddin was not satisfied with VanDagens and the ultimate disposition of her grievance,
which is not sufficient. See, e.g.; Lewis v. Dominick’s Finer Foods, LLC, 2013 WL 4401376, at
*4–5 (N.D. Ill., Aug. 14, 2013) (granting the employer’s motion to dismiss even where the plaintiff
alleged that the union did not investigate the matter as thoroughly as it should have); Evans v. U.S.
Postal Serv., 428 F. Supp. 2d 802, 806 (N.D. Ill. 2006) (granting motion to dismiss hybrid claim
where plaintiff failed to allege facts to prove the union breached its duty of fair representation),
aff’d, 219 F. App’x 527 (7th Cir. 2007); see also Garcia, 58 F.3d at 1176 (“only an egregious
disregard for union members’ rights constitutes a breach of the union’s duty”) (citation and
quotations omitted). Because she has failed to state the “indispensable predicate” claim for breach
of the duty of fair representation, Yeftich, 722 F.3d at 914, her Second Amended Complaint seeking
to vacate the arbitration award on account of breach of the CBA must be dismissed. Accordingly,
the Court need not address the sufficiency of Salahuddin’s remaining allegations at this time.
As a final point, the Court rejects Salahuddin’s argument—based largely on out-of-circuit
caselaw—that the Federal Arbitration Act’s “evident partiality” standard provides an “additional

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basis” for vacating the arbitration award here. (Dkt. 34) at 10–15. This same argument has been
squarely rejected by the Seventh Circuit, and the Court will not revisit it here, particularly in light
of its conclusion that Salahuddin has failed to plausibly allege a hybrid section 301/fairrepresentation claim. See Lippert Tile Co., 724 F.3d at 948 (“Section 301 review simply does not
include a free-floating procedural fairness standard absent a showing that some provision of the
CBA was violated.”); Merryman Excavation, Inc. v. Int’l Union of Operating Engineers, Local
150, 639 F.3d 286, 293 (7th Cir. 2011).
CONCLUSION
For reasons stated above, Ford’s Motion to Dismiss is granted and Salahuddin’s Second
Amendment Complaint is dismissed without prejudice. Salahuddin shall have until 7/30/18 to
amend her complaint in a manner consistent with this opinion to the extent that she can do so.

____________________________________
Hon. Virginia M. Kendall
United States District Judge
Date: July16, 2018

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