Local Union No. 1982, International Longshoremen's Association v. Midwest Terminals of Toledo International, Inc.

Filing 68

Memorandum Opinion and Order. Local 1982's motion for summary judgment, (Doc. No. 55), is granted as to its claim for a declaratory judgment that the 2006 CBA automatically renewed pursuant to the Evergreen Clause and all of the terms of the 2006 CBA, including the parties' arbitration agreement, continued in full force and effect in 2011. Local 1982's motion is denied as to its claims for a permanent injunction and attorney fees and costs. Midwest's motion for summa ry judgment, (Doc. No. 56), is denied as to Local 1982's claim for a declaratory judgment and granted as to Local 1982's claims for a permanent injunction and attorney fees and costs. Further, Local 1982's motion to strike Alex Johnson's declaration, (Doc. No. 63), is denied. re 63 56 55 . Judge Jeffrey J. Helmick on 2/27/2019. (SG,D)

UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF OHIO
WESTERN DIVISION

International Longshoremen’s
Association, Local Union No. 1982,

Case No. 3:13-cv-868

Plaintiff,
v.

MEMORANDUM OPINION
AND ORDER

Midwest Terminals of Toledo
International, Inc.,
Defendant.

I.

INTRODUCTION AND BACKGROUND

Plaintiff International Longshoremen’s Association, Local Union No. 1982 (“Local 1982),
alleges Defendant Midwest Terminals of Toledo International, Inc., violated § 301 of the LaborManagement Relations Act (“LMRA”), when Midwest refused to arbitrate certain union grievances
as required by a collective bargaining agreement between the parties. (Doc. No. 1). Local 1982
seeks injunctive and declaratory relief.
Local 1982 is a labor organization associated with the International Longshoremen’s
Association. Among other things, it represented individuals employed by Midwest while negotiating
and entering into a collective bargaining agreement that took effect in 2006 (the “2006 CBA”).

(Doc. No. 1-1). Midwest operates the Port of Toledo on the Maumee River and provides
stevedoring services to domestic and international commercial shipping companies.
Both Local 1982, (Doc. No. 55), and Midwest, (Doc. No. 56), have filed motions for
summary judgment, and the parties have completed briefing on those motions. For the reasons
stated below, Local 1982’s motion is granted in part and denied in part, and Midwest’s motion also is
granted in part and denied in part.
II.

STANDARD

Summary judgment is appropriate if the movant demonstrates there is no genuine dispute of
material fact and that the movant is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a).
All evidence must be viewed in the light most favorable to the nonmovant, White v. Baxter Healthcare
Corp., 533 F.3d 381, 390 (6th Cir. 2008), and all reasonable inferences are drawn in the nonmovant’s
favor. Rose v. State Farm Fire & Cas. Co., 766 F.3d 532, 535 (6th Cir. 2014). A factual dispute is
genuine if a reasonable jury could resolve the dispute and return a verdict in the nonmovant’s favor.
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A disputed fact is material only if its
resolution might affect the outcome of the case under the governing substantive law. Rogers v.
O’Donnell, 737 F.3d 1026, 1030 (6th Cir. 2013).
III.

ANALYSIS

Local 1982 and Midwest disagree as to whether the 2006 CBA, which had an initial term of
January 1, 2006, until December 31, 2010, remained in effect in 2011, when Midwest allegedly
committed a number of contractual violations. Local 1982 filed grievances on behalf of its members
concerning these violations and contends the 2006 CBA requires Midwest to engage in arbitration in
order to resolve the disputes.
The dispute centers on Article 30 of the 2006 CBA, titled “Length of Contract” (the
“Evergreen Clause”). The Evergreen Clause provides as follows:
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This agreement shall commence as of January 1, 2006. It shall continue in effect
until 12:00 Midnight on the 31st day of December, 2010. Thereafter, it shall renew
itself for yearly periods unless written notice of intent to terminate, modify, change,
or amend the Agreement is received by either party from the other party not less
than sixty (60) days but not more than ninety (90) days prior to December 31, 2010,
or any extended expiration date. If the parties have not agreed with respect to any
matter in dispute by 12:00 Midnight on December 31, 2010, or by 12:00 Midnight on
any extended expiration date, either party may thereafter resort to strike or lockout,
as the case may be.
(Doc. No. 1-1 at 25).
A. REQUEST FOR DECLARATORY JUDGMENT
Local 1982 claims it is entitled to a declaration that the 2006 CBA automatically renewed
pursuant to the Evergreen Clause and Midwest is obligated to arbitrate grievances arising from
Midwest’s conduct during the year 2011 (the “Grievances”). Local 1982 also contends, in the
alternative, that Midwest separately agreed to arbitrate the Grievances, waived its objection to
arbitration, and the parties’ conduct after December 31, 2010, demonstrated their joint
understanding that the terms of the 2006 CBA still controlled their relationship. (Doc. No. 55-1 at
12-14). For its part, Midwest argues the 2006 CBA did not renew because Local 1982 sent written
notice of its intent to modify the 2006 CBA, and that Local 1982’s conduct “made clear” the union
believed the 2006 CBA had expired. (Doc. No. 56 at 7-11).
A court must interpret a collective bargaining agreement consistently with general principles
of contract law, including the principle that if contractual language is unambiguous, that language
will be enforced as it is written. See, e.g., Trustees of B.A.C. Local 32 Ins. Fund v. Fantin Enterprises, Inc.,
163 F.3d 965, 969 (6th Cir 1998). Local 1982 has shown there is no genuine dispute of material fact
as to the meaning of the contract or the effect of the Evergreen Clause and it is entitled to judgment
as a matter of law.

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The Evergreen Clause creates a presumption of perpetuality. If neither party to the 2006
CBA took any action, the parties’ contract would continue in full force and effect. Beginning in
2010, and for each year after, one party or the other could defeat this presumption by providing
“written notice of [its] intent to terminate, modify, change, or amend the Agreement . . . not less
than sixty (60) days . . . [nor] more than ninety (90) days prior to” December 31 of that year. (Doc.
No. 1-1 at 25). If a party did some, but not all, of these things, the 2006 CBA would continue to
govern the parties’ relationship. (See Doc. No. 1-1 at 25 (stating the 2006 CBA “shall renew itself
for yearly periods unless . . .”) (emphasis added)).
Midwest contends Local 1982 satisfied the termination provision of the Evergreen Clause
through a letter dated October 28, 2010, from John D. Baker, Jr., who had been appointed as a cotrustee of Local 1982, to Alex Johnson, Midwest’s president. (See Doc. No. 56-8). Baker sent this
letter within the time frame the Evergreen Clause dictates and, Midwest argues, Baker also raised the
specter of collective bargaining negotiations. Therefore, Midwest asserts, Local 1982 terminated the
2006 CBA as of December 31, 2010, and it is not bound by the contract’s arbitration provisions. I
disagree.
It is true, as Midwest argues, that the law does not require a party’s written notice of
termination to take any particular form. Therefore, while a letter dated October 1, 2012, from Otis
Brown, president of Local 1982, provides some insight into how the parties might have expected
one side or the other would send “written notice of [its] intent to . . . modify” the 2006 CBA, neither
party was, by any means, obligated to use that format or language. (See Doc. No. 55-23).
The problem for Midwest, however, is that nothing in Baker’s 2010 letter, which primarily
addresses a dispute concerning Local 1982’s union steward, could objectively be read as
communicating an intent to amend or modify the 2006 CBA. The pertinent part of Baker’s letter to
Johnson states:
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The next issue I need to address is [the assertion of Christopher Blakely, Midwest’s
Human Resources manager,] that you are no longer allowed to handle contract and
grievance issues. This is bizarre to say the least since last we knew this was still your
company. Moreover, during our many discussions and meetings over the past few
weeks you never informed use that you were relieved of your responsibilities by Mr.
Blakely. Unless and until we receive a signed letter from you directly that you are no
longer involving yourself in collective bargaining agreement matters, we will continue
to deal with you.
As you and I have discussed recently, we need to meet to resolve the outstanding
grievances and other contractual matters that remain pending. Let me know if you
are available November 11 and 12, 2010.
(Doc. No. 56-8 at 3).
While Midwest now contends “Johnson presumed Local 1982 wished to bargain for a
successor contract” because the Baker letter was dated during the notice period, Johnson’s
contemporaneous response lacks any evidence of this presumption. Instead, Johnson responded to
Baker by stating “Blakely has the authority to discuss and negotiate contract issues on a day to day
basis but not to sign contracts,” and that Johnson had “delegated front line authority” to Blakely
because Johnson no longer wanted to “spend an inordinate amount of [his] time educating your
appointed Union Steward on the provisions of our contract.” (Doc. No. 56-9 at 1; see also Id.
(referring to the issues Baker described elsewhere in his October 28, 2010 letter as “trivial”).
Further, Johnson wrote “[i]n the event there are strategic matters requiring discussion[,] I reserve my
right to participate as I deem appropriate.” (Doc. No. 56-9 at 1). Finally, Johnson’s letter set dates
for Midwest and Local 1982 to “discuss the outstanding grievances,” not to negotiate a new CBA.
Neither Baker nor Johnson wrote anything in their October 2010 letters that reasonably could be
construed as expressing an intent to terminate or modify the 2006 CBA.
Midwest also argues I should conclude Local 1982 terminated the 2006 CBA because Baker
submitted a notice to the Federal Mediation and Conciliation Service that Local 1982 had given
Midwest written notice of the union’s intention to renegotiate the 2006 CBA, (Doc. No. 55-6), and
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because Baker testified his “standard practice” was to submit this notice after sending a letter to the
employer requesting negotiations for a new CBA, though he couldn’t recall if he followed that
practice in this particular case. (Doc. No. 56-1 at 6). The 2006 CBA is clear, however, that written
notice must be provided within the mandated time frame. Baker’s October 28, 2010 letter does not
meet the written notice requirement, and Midwest does not contend any other letter exists which
fully satisfies the conditions of the Evergreen Clause. While Midwest does not concede Baker’s
October 28, 2010 letter is insufficient, the implication that another, suitable letter must have been
sent does not create a genuine dispute of material fact.
For the purposes of this lawsuit, it simply does not matter if Baker told Johnson over the
phone or in person that the union was interested in re-negotiating the 2006 CBA, or if Baker sent a
letter to that effect in November 2010, or if the parties subsequently engaged in what ultimately
would be unfruitful negotiations for a new CBA. The unambiguous language of the 2006 CBA
requires written notice no more than 90 and no fewer than 60 days prior to the last day of the
contract’s term. There is no evidence in the record that that writing exists. As a result, I conclude
Local 1982 is entitled to a declaratory judgment that the 2006 CBA automatically renewed pursuant
to the Evergreen Clause and all of the terms of the 2006 CBA, including the parties’ arbitration
agreement, continued in full force and effect in 2011.
B. REQUEST FOR PERMANENT INJUNCTION
Local 1982 also requests that I issue a permanent injunction ordering “Midwest to comply
with the CBA and submit to arbitration all disputes and issues arising from the Grievances.” (Doc.
No. 1 at 5). “A plaintiff seeking a permanent injunction must demonstrate that it has suffered
irreparable injury, there is no adequate remedy at law, ‘that, considering the balance of hardships
between the plaintiff and defendant, a remedy in equity is warranted,’ and that it is in the public's
interest to issue the injunction.” Audi AG v. D'Amato, 469 F.3d 534, 550 (6th Cir. 2006) (quoting
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eBay Inc., et al. v. MercExchange, LLC, 547 U.S. 388, 391 (2006)). Local 1982 does not identify any
evidence to support the necessary conclusion that it has suffered or will suffer an irreparable injury
for which there is no adequate legal injury. Therefore, I grant Midwest’s motion for summary
judgment on this issue and deny Local 1982’s request for a permanent injunction.
C. ATTORNEY FEES
Local 1982 also requests an award of attorney fees and costs. It is a “general rule that,
absent statute or enforceable contract, litigants pay their own attorney fees.” Alyeska Pipeline Serv. Co.
v. Wilderness Soc’y, 421 U.S. 240, 257 (1975) (citations omitted). Local 1982 does not identify a statute
or a contractual provision which would entitle it to recover attorney fees in this action, and I grant
Midwest’s motion for summary judgment on this issue and deny Local 1982’s request for attorney
fees.
D. MOTION TO STRIKE JOHNSON DECLARATION
Finally, Local 1982 also moves to strike the unsigned declaration of Midwest’s president,
Alex Johnson. (See Doc. No. 62 at 3, n.1; Doc. No. 62-1). While I am skeptical of Midwest’s
assertion that filing Johnson’s declaration without his personal signature complies with federal law,
(Doc. No. 66 at 2), and of the implication that the fact that Johnson was traveling on the last day
before Midwest’s summary judgment opposition brief was due somehow justifies the 19-day delay in
actually filing Johnson’s signed declaration, I conclude Local 1982 has not sufficiently established
Midwest’s actions prejudiced Local 1982. Consequently, I deny Local 1982’s motion to strike.
(Doc. No. 63).
IV.

CONCLUSION

For the reasons stated above, Local 1982’s motion for summary judgment, (Doc. No. 55), is
granted as to its claim for a declaratory judgment that the 2006 CBA automatically renewed pursuant
to the Evergreen Clause and all of the terms of the 2006 CBA, including the parties’ arbitration
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agreement, continued in full force and effect in 2011. Local 1982’s motion is denied as to its claims
for a permanent injunction and attorney fees and costs. Midwest’s motion for summary judgment,
(Doc. No. 56), is denied as to Local 1982’s claim for a declaratory judgment and granted as to Local
1982’s claims for a permanent injunction and attorney fees and costs. Further, Local 1982’s motion
to strike Alex Johnson’s declaration, (Doc. No. 63), is denied.
So Ordered.
s/ Jeffrey J. Helmick
United States District Judge

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