HELVETIA COAL COMPANY et al v. UNITED MINE WORKERS OF AMERICA, INTERNATIONAL UNION

Filing 35

MEMORANDUM AND ORDER. The Court finds that the first-filed rule dictates that this action be transferred to the Southern District of West Virginia. The Court declines to consider the Union's arguments to dismiss Counts Three and Five. Therefore, Defendant's Motion to Dismiss or Transfer Jurisdiction (Doc. 28 ) is GRANTED insofar as the Clerk of Court is DIRECTED to TRANSFER this case to the United States District Court for the Southern District of West Virginia for consideration by th at Court as to whether consolidation with United Mine Workers of America v. CONSOL Energy, Inc., 16-CV-12506 (S.D. W.Va.) is appropriate. Plaintiffs' Motion for Leave to File a Surreply, filed on June 14, 2018 (Doc. 33 ), is DENIED as moot. See contents of this filing. Signed by Judge Cathy Bissoon on 6/26/18. (rdl)

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
HELVETIA COAL COMPANY, et al.,

Plaintiffs,
v.
UNITED MINE WORKERS OF
AMERICA, INTERNATIONAL UNION,
Defendant.

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Civil Action No. 17-1417
Judge Cathy Bissoon

MEMORANDUM AND ORDER
Plaintiffs Helvetia Coal Company, Laurel Run Mining Company, Island Creek Coal
Company and Consol Amonate Facility, LLC, bring this action seeking in part to vacate an
arbitration decision rendered on October 31, 2017. Defendant United Mine Workers of America,
International Union (“the Union”) filed a Motion to Dismiss or transfer jurisdiction on the basis
of the first-filed rule. (Doc. 28.) For the reasons that follow, the Motion will be granted and this
case will be transferred to the Southern District of West Virginia.
BACKGROUND
A. The Instant Proceedings
Plaintiffs Helvetia Coal Company, Laurel Run Mining Company, Island Creek Company
and Consol Amonate Facility, LLC, (collectively, “Plaintiffs” or “CONSOL”) filed an Amended
Complaint on December 19, 2017. (Am. Compl., Doc. 25.) According to the Amended
Complaint, the Union periodically negotiates a labor agreement with the Bituminous Coal
Operators’ Association (“BCOA”) a multiemployer bargaining association, which acts on behalf
of member employers. (Am. Compl. ¶ 8.) The member employers of the BCOA, and nonmember companies who agree to be bound by negotiated labor agreements, are known as

“signatory” companies. (Id.) The labor agreements are known as National Bituminous Coal
Wage Agreements (“NBCWAs”). (Id.) Plaintiffs are signatories to the 2011 NBCWA, which
expired on December 31, 2016. (Id. at ¶¶ 9-10.)
In August 2016, the Union and the BCOA executed the 2016 NBCWA, the successor
labor agreement to the 2011 NBCWA. (Id. ¶ 20.) Plaintiffs were not signatories to the 2016
NBCWA. (Id.) By notice dated October 31, 2016, Plaintiffs informed the Union of their intent
to terminate the 2011 NBCWA on December 31, 2016. (Id. ¶ 10.)
Plaintiffs met with the Union on multiple occasions in 2016 to negotiate changes to
retiree benefit programs (“the Plan”) to be implemented following the expiration of the 2011
NBCWA. (Id. ¶ 19.) At a November 29, 2016 meeting, Plaintiffs proposed that the planned
changes to the Plan be implemented on April 1, 2017, instead of at the expiration of the 2011
NBCWA. (Id. ¶ 22.) On December 8, 2016, Plaintiffs asked the Union for a response to the
proposals made at the November 29, 2016, meeting. (Id. ¶ 25.) On December 22, 2016, the
Union rejected certain of the proposals and requested that Plaintiffs take no further action
pending a decision to the Trustees of the UMWA 1993 Benefit Plan (“Trustees”) on a November
1, 2016 grievance submitted by the Union challenging Plaintiffs’ ability to alter the Plan
following the expiration of the 2011 NBCWA. (Id. ¶¶ 26, 27.)
Pursuant to the terms of the 2011 NBCWA, disputes arising under the agreement are to
be referred to the Trustees. (Id. ¶ 16.) The contractual grievance mechanism is referred to as the
“resolution of dispute” (“ROD”) process. (Id. ¶ 17.) The November 1, 2016 grievance
submitted to the Trustees by the Union is ROD No. 11-0143, and it was filed on behalf of
grievant Frank Rich, a Union retiree. (Id. ¶ 27.) ROD No. 11-0143 sought a determination from
the Trustees that a signatory employer “is not permitted to implement any unilateral changes or

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modifications of the benefits provided by its plan, either during the term of the 2011 NBCWA or
following its termination.” (Id.) On October 31, 2017, the Trustees issued their decision in favor
of the Complainant. (Id. ¶ 31; Opinion of Trustees, ROD No. 110143, Oct. 31, 2017, attached as
Ex. 1 to Doc. 25.) The Trustees’ Opinion concluded that the Respondent company is not
permitted to make modifications or changes to the retiree health benefit plan unilaterally, and
that the proposed changes described by the company will not provide the level of health benefits
as mandated in the 2011 NBCWA or benefit plan. (Opinion of Trustees, at 10.)
Plaintiffs raise five counts in the Amended Complaint and request that the Court: (1)
vacate the October 31, 2017 decision in ROD No. 11-0143; (2) declare that the negotiated
exhaustion of remedies requirement and Resolution of Disputes process provided in the relevant
section of the expired 2011 NBCWA, and 2011 employee benefit plan, is inapplicable to posttermination retiree health benefit disputes; (3) declare that Plaintiffs do not breach the expired
2011 NBCWA by changing the mechanism for providing healthcare benefits for their Medicareeligible retirees and dependents from an employer-sponsored group insurance to individually
directed Health Reimbursement Accounts; and (4) declare that negotiations between the Union
and Plaintiffs concerning post-termination changes to the Plan are subject to the NLRA, and its
impasse doctrine. (Doc. 25 at 14.)
On January 10, 2018, the Union filed the instant Motion to Dismiss or transfer
jurisdiction and Brief in Support. (Docs. 28, 29.) Plaintiffs filed a Brief in Opposition on
January 30, 2018. (Doc. 30.) On May 23, 2018, the Union filed an Answer to Plaintiffs’
Amended Complaint, (Doc. 32), notifying the Court that they had filed a second amended
complaint in a parallel action in West Virginia and requesting that the instant case be transferred,
not stayed.

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Because the instant action relates to two parallel actions, the Court will briefly summarize
these actions: United Mine Workers of America v. CONSOL Energy, Inc., 16-CV-12506 (S.D.
W.Va.) (filed December 23, 2016) (hereinafter the “West Virginia Action”), and Helvetia Coal
Co. v. United Mine Workers of Am., Int'l Union, No. CV 17-2, 2017 WL 3669415 (W.D. Pa.
Aug. 23, 2017) (Kelly, C.M.J.) (hereinafter the “First Pennsylvania Action”).
B. The West Virginia Action
On December 23, 2016, the Union and individual retired union member miners
(collectively, “the Union Plaintiffs”) filed in the Southern District of West Virginia a complaint
seeking injunctive relief prohibiting CONSOL from unilaterally terminating a group health
insurance plan it maintains for the benefit of retired coal miners, and prohibiting CONSOL from
communicating with beneficiaries threatening termination of the plan until resolution of the
Union’s ROD No. 11-0143. United Mine Workers, 16-CV-12506 (S.D. W.Va.) (Compl. Doc.
1). On January 24, 2017, the Union Plaintiffs filed an Amended Complaint to add as defendants,
Helvetia Coal Company, Island Creek Coal Company, Laurel Run Mining Company and
CONSOL Amonate Facility, LLC, and sought the same injunctive relief against these defendants
as was sought against CONSOL in the original complaint. Id. (Am. Compl., Doc. 16).
On March 17, 2017, Judge Faber issued an Opinion and Order granting the Union
Plaintiffs’ Motion for a Preliminary Injunction; granting CONSOL’s motion to dismiss as
Defendants CONSOL’s four subsidiary companies; and denying CONSOL’s motion to transfer.
Id. (Doc. 50); Int’l Union v. Consol Energy, Inc., 243 F. Supp. 3d 755, 767 (S.D. W.Va. 2017).
After dismissing the four subsidiary companies, who were signatories to the 2011
NBCWA, for lack of personal jurisdiction, the West Virginia Court found that
in fact and deed, Defendant CONSOL Energy is the agent of Defendant
subsidiaries, none of which have employees or other personnel to make any
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significant operational or administrative decisions or exercise control over the
Employer Plan independent of Defendant CONSOL Energy. It was Defendant
CONSOL Energy, the court already has observed, that held meetings throughout
this judicial district and the State of West Virginia soliciting retired miners’
enrollment in its HRA scheme. As such, the court concludes that Defendant
CONSOL Energy is the real party in interest and is subject to the court’s power to
issue an injunction.
Id. at 762 (emphasis in original). The Court further found that “CONSOL Energy is signatory to
a collective bargaining agreement at issue in this matter.” Id. Finally, the Court found that the
Union’s ROD No. 11-0143 “requesting an order from the Trustees addressing pre-and postexpiration communications unjustifiably threatening termination of the Employer Plan is
arbitrable.” Id. at 764.
The Preliminary Injunction Order, also issued on March 17, 2017, provided that
“Defendant CONSOL Energy, Inc., is enjoined and prohibited: (1) From terminating, changing
or replacing the 2011 National Bituminous Coal Wage Agreements (“NBCWA”) Employer Plan
(the “Employer Plan”), which is presently providing health care coverage to retired miners,
pending the results of the arbitration now underway and the further order of this court; and (2)
From communicating further in any way with participants and beneficiaries of the Employer
Plan informing them of termination, replacement or changes to the Employer Plan.” West
Virginia Action (Doc. 51). Although CONSOL filed an interlocutory appeal from the
Preliminary Injunction Order, id. (Doc. 55), the appeal was dismissed as moot following the
issuance of the arbitration award on ROD No. 11-0143, id. (Docs. 70-72).
The same day the Trustees issued their decision on ROD No. 11-0143, October 31, 2017,
Plaintiffs filed the instant action in the Western District of Pennsylvania, (Doc. 1), and the Union
Plaintiffs filed a Motion for Leave to File a Second Amended Complaint in the West Virginia
Action (Doc. 67).

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On May 21, 2018, Judge Faber issued a Memorandum Opinion and Order permitting the
Union Plaintiffs to file a second amended complaint in the West Virginia Action. Id. (Doc. 77).
This order allowed the Union Plaintiffs to assert a claim to confirm the Trustees’ arbitration
determination and a claim under ERISA, thus allowing the addition of CONSOL’s four
subsidiary companies as defendants. Id. On May 23, 2018, the Union Plaintiffs filed a second
amended complaint, which again added the four subsidiaries, Plaintiffs in the instant action, as
defendants. Id. (Doc. 78).
C. First Pennsylvania Action
On January 2, 2017, CONSOL filed an action in the Western District of Pennsylvania in
the name of its wholly owned subsidiary companies that are also the named Plaintiffs in the
instant action. Helvetia Coal Co. v. United Mine Workers of Am., Int’l Union, 17-CV-2 (W.D.
Pa.) (filed Jan. 2, 2107). In the First Pennsylvania Action CONSOL requested:
that the Court: (1) declare that ROD No. 11-0143 . . . is not arbitrable and enjoin
arbitration thereof; (2) declare that the arbitration process identified in the 2011
NBCWA is not applicable to post-termination retiree health benefit disputes that
arise after December 31, 2016, and enjoin arbitration thereof; (3) declare that the
review and appeal process established in Article V of Plaintiffs’ Coal Act Plan
governs disputes arising thereunder and enjoin arbitration thereof; (4) declare that
Plaintiffs do not breach their contractual duty to their age 65 Medicare-eligible
retirees after expiration of the 2011 NBCWA by changing the mechanism for
providing their benefits; and (5) declare that negotiations between the Union and
Plaintiffs concerning post-termination changes to the Plan are subject to the
NLRA.
Helvetia Coal Co., No. CV 17-2, 2017 WL 3669415, at *1 (footnotes omitted). In Chief
Magistrate Judge Kelly’s Opinion, in which she ordered that the action be transferred, she
concluded as follows:
While neither the parties nor the issues in the two cases perfectly align, the Court
finds that the subject matter of these cases, the real parties in interest and the legal
questions presented in these cases are so substantially similar as to warrant
application of the first-filed rule. Further, although the Court acknowledges
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Plaintiffs’ assertions as to the application of the exceptions to the first-filed rule,
ECF No. 38 at 12-13, these assertions do not establish exceptional circumstances
that outweigh the significant interests of judicial economy that will be best served
by transferring this case to the West Virginia court, which has expended
substantial time and thoughtful consideration to the legal questions surrounding
this factual situation.
Id. at *4. After the case was transferred to the Southern District of West Virginia, the Plaintiffs
voluntarily dismissed the action.
ANALYSIS
I.

Legal Standard
“In Crosley Corp. v. Hazeltine Corp., 122 F.2d 925, 929-930 (3d Cir. 1941), the U.S.

Court of Appeals for the Third Circuit formally adopted a rule first set out by the Supreme Court
in Smith v. M’Iver, 22 U.S. 532, 535 (1824), that is, ‘[i]n all cases of concurrent jurisdiction, the
Court which first has possession of the subject must decide it.’” Pittsburgh Logistics Sys., Inc. v.
C.R. England, Inc., 669 F. Supp. 2d 613, 621 (W.D. Pa. 2009). The Third Circuit also has stated
that “‘[t]he party who first brings a controversy into a court of competent jurisdiction for
adjudication should, so far as our dual system permits, be free from the vexation of subsequent
litigation over the same subject matter.’” Chavez v. Dole Food Co., Inc., 836 F.3d 205, 216 (3d
Cir. 2016) (quoting Crosley Corp., 122 F.2d at 930). “The first-filed rule encourages sound
judicial administration and promotes comity among federal courts of equal rank.” EEOC v.
Univ. of Pennsylvania, 850 F.2d 969, 971, 974 (3d Cir. 1988). “It is of obvious importance to all
the litigants to have a single determination of their controversy, rather than several decisions
which if they conflict may require separate appeals to different circuit courts of appeals.”
Crosley Corp., 122 F.2d at 930.
The first-filed rule “will apply if the relevant actions are ‘identical or nearly identical.’”
In re Mobile Telecommunications Techs., LLC, 243 F. Supp. 3d 478, 483 (D. Del. 2017)
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(quoting In re Telebrands Corp., 824 F.3d 982, 985 (Fed. Cir. 2016). The rule applies also when
there is a substantial overlap between the suits. Pittsburgh Logistics, 669 F. Supp. 2d at 622;
Panitch v. Quaker Oats Co., 2017 WL 1333285, at *2 (E.D. Pa. Apr. 5, 2017); Palagano v.
NVIDIA Corp., 2015 WL 5025469, at *2 (E.D. Pa. Aug. 19, 2015) (collecting cases); Villari
Brandes & Kline, P.C. v. Plainfield Specialty Holdings II, Inc., 2009 WL 1845236, at *6 (E.D.
Pa. June 26, 2009). Accordingly, “[u]nless one of the relatively rare exceptions applies, the court
with jurisdiction over the second-filed suit will defer to the other if the two matters reflect the
same chronology, identity of parties and similarity of issues.” Pittsburgh Logistics, 669 F. Supp.
2d at 622.
The first-filed rule requires courts to fashion a flexible response when confronted with
concurrent jurisdiction. Chavez, 836 F.3d at 216 (3d Cir. 2016). Once a court decides to apply
the first-filed rule, it has the discretion to stay, transfer or dismiss the second-filed action. (Id.)
II.

Application of the First-Filed Rule
The Union argues that pursuant to the first-filed rule this action should be dismissed

without prejudice or transferred to the Southern District of West Virginia to be consolidated with
the West Virginia Action. In support of its argument, the Union notes the similarities between
the instant suit and the First Pennsylvania Action, which was transferred to the Southern District
of West Virginia on August 23, 2017. The Union also argues for dismissal of Counts Three and
Five arguing that no court is able to grant the relief sought in these counts.
The Court will consider the identity of the parties and similarity of issues, and then will
analyze whether any exceptions to the first-filed rule apply.

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A. Similarity of Parties
The Union is a party to the instant action as well as the West Virginia Action. As noted,
Plaintiffs in this action were added as defendants in the West Virginia Action on January 24,
2017, were dismissed as parties on March 17, 2017, and then were re-added as parties on May
23, 2018. Despite this, and because briefing on the instant motion closed prior to their readdition as parties in the West Virginia Action, Plaintiffs argue that there is not an overlap of
parties. (Pls.’ Opp. to Def.’s Mot 7, Doc. 31.) They argue that the four subsidiary companies are
the “natural parties and real parties in interest” in only the instant action. Id. Plaintiffs focus on
the fact that CONSOL is not a signatory to the NBCWAs, unlike the subsidiary companies.
However, the West Virginia Court explained that CONSOL was the agent of its subsidiaries.
Int’l Union, 243 F. Supp. 3d at 767. The West Virginia Court confirmed this when it declined to
upset its previous ruling that CONSOL was the “real party in interest” even though it was not a
signatory to the 2011 NCBWA. West Virginia Action (Doc. 77 at 9).
Setting aside the recent developments, the state of the parties in both actions prior to the
Union Plaintiff’s second amended complaint in the West Virginia Action was identical to the
state of the parties that existed when the First Pennsylvania Action was transferred to West
Virginia. In the First Pennsylvania Action, Chief Magistrate Judge Kelly cited the West Virginia
Court’s finding that CONSOL was an agent of the four subsidiaries, and the real party in interest,
to conclude that “the difference between Plaintiffs here [the four subsidiary companies] and the
defendant [CONSOL] in the West Virginia action is arguably illusory.” Helvetia Coal Co., No.
CV 17-2, 2017 WL 3669415, at *3. The Court agrees that the difference in parties between the
instant action and the West Virginia Action prior to the re-addition of the four subsidiary
companies was illusory. The collapse of this illusion is now complete, as the Union Plaintiffs in

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the West Virginia Action have again named CONSOL’s subsidiaries as defendants there. West
Virginia Action (Doc. 78).
B. Similarity of Issues Presented
Just as in the First Pennsylvania Action there “is no dispute that the cases arise out of the
same factual events.” Helvetia Coal Co., No. CV 17-2, 2017 WL 3669415, at *4. Since the First
Pennsylvania Action was filed, the case for transferring this case to West Virginia is even
stronger. Significantly, the Union Plaintiffs’ second amended complaint seeks judicial
confirmation of the Trustees’ determination. As noted, Plaintiffs in this action seek to vacate the
Trustees’ determination. Thus, both actions address the validity of the Trustees’ arbitration
determination. Further, as Judge Faber explained in the West Virginia Action, the “proposed
claims and the original request for a preliminary injunction are all intertwined in CONSOL’s
attempt to unilaterally change the health coverage of its retirees.” West Virginia Action (Doc. 77
at 16). Thus, although there are slight differences in the issues posed by the two actions, it is
clear that there is a “significant overlap in relevant legal inquiry between the two” actions.
Helvetia Coal Co., 2017 WL 3669415, at *4.
Plaintiffs argue that equity does not support transferring this action to West Virginia.
(Doc. 31 at 13-18). Although this is not clear from their argument, it appears that Plaintiffs are
conceding that the two actions are substantially similar but that equity considerations weigh
against a transfer. Plaintiffs’ “equitable” argument, however, substantively argues against
application of the first-filed rule based on the principle that it should be limited to cases in which
there is identical overlap of parties and issues. (Id. at 16-17.) As noted, “courts in this Circuit
have repeatedly held that ‘the rule applies to cases that are substantially similar.’” Panitch, 2017
WL 1333285, at *2 (quoting Palagano, 2015 WL 5025469, at *2 (collecting cases)). A

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“substantially similar” analysis was applied to the First Pennsylvania Action, and in this action
the Court finds that the “principles underlying the rule support its application where the subject
matter of the later filed case substantially overlaps with that of the earlier one.” Villari Brandes,
2009 WL 1845236, at *6. In any event, with the West Virginia Court’s recent ruling in favor of
the Union, there now is even a greater overlap of identities and issues between the two actions.
C. Exceptions to the First-Filed Rule
Having found a substantial overlap of parties and issues between the two cases this Court
must defer to the first-filed court “[u]nless one of the relatively rare exceptions applies.”
Pittsburgh Logistics, 669 F. Supp. 2d at 622. The burden of establishing exceptional
circumstances lies with the party opposing the first-filed rule. D & L Distribution, LLC v
Agxplore Int’l, LLC, 959 F. Supp. 2d 757, 766 (E.D. PA. 2013). Plaintiffs do not argue that an
exceptional circumstance exists, and instead rely on their arguments that there is not substantial
overlap of parties, there is no concurrent jurisdiction, and that equity does not support a transfer
of this action. Thus, no exception applies.
D. Scope of First-Filed Jurisdiction
At best, Plaintiffs argue that this Court has first-filed jurisdiction over the limited
question of the validity of the Trustees’ arbitration decision, pointing out that Plaintiffs filed their
action concerning the arbitration decision in Pennsylvania before any such claims were filed in
West Virginia. (Doc. 31 at 18.)
Yet, the fact remains that the “first-filed” court is the West Virginia Court. The Union
Plaintiffs first sought an injunction in West Virginia in order to allow the arbitration process to
proceed. Eventually, the arbitration decision was issued in favor of the Union Plaintiffs and it
can be no surprise to the parties that the Union Plaintiffs seek to enforce the arbitration decision

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in the West Virginia Court. Under these circumstances, the Court finds a “substantial overlap
between,” Pittsburgh Logistics, 669 F. Supp. 2d at 622, the real parties in interest, the legal
questions, and the issues presented in both the instant action and the first-filed West Virginia
Action.
Application of the first-filed rule is warranted. The West Virginia Court’s allowance of
the Union Plaintiff’s second amended complaint means that the Southern District of West
Virginia will decide whether ROD No. 11-0143 will be confirmed or vacated, and the court’s
judgment will cover CONSOL’s four subsidiary companies as defendants. As was true in the
First Pennsylvania Action “significant interests of judicial economy [] will be best served by
transferring this case to the West Virginia court, which has expended substantial time and
thoughtful consideration to the legal questions surrounding this factual situation. Helvetia Coal
Co., 2017, WL 3669415, at *4. Accordingly, the Court will transfer this action to the Southern
District of West Virginia.
* * *
For the reasons stated above, the Court finds that the first-filed rule dictates that this
action be transferred to the Southern District of West Virginia. The Court declines to consider
the Union’s arguments to dismiss Counts Three and Five. Therefore, Defendant’s Motion to
Dismiss or Transfer Jurisdiction (Doc. 28) is GRANTED insofar as the Clerk of Court is
DIRECTED to TRANSFER this case to the United States District Court for the Southern
District of West Virginia for consideration by that Court as to whether consolidation with United
Mine Workers of America v. CONSOL Energy, Inc., 16-CV-12506 (S.D. W.Va.) is appropriate.
It is further ordered that Plaintiffs’ Motion for Leave to File a Surreply, filed on June 14,
2018 (Doc. 33), is DENIED as moot.

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IT IS SO ORDERED.

June 26, 2018

s/Cathy Bissoon
Cathy Bissoon
United States District Judge

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All Counsel of Record

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