No. 95-3351

 

Trinidad Corporation, *

*

 Appellant, *

* Appeal from the United States

 v. * District Court for the Eastern

* District of Missouri.

National Maritime Union of *

America, District No. 4, *

Marine Engineers Beneficial *

Association, *

*

 Appellee. *

 

Submitted: March 13, 1996

Filed: April 18, 1996

 

Before MORRIS SHEPPARD ARNOLD, FLOYD R. GIBSON, and HEANEY, Circuit

Judges.

 

MORRIS SHEPPARD ARNOLD, Circuit Judge.

Trinidad Corporation appeals the district court's order denying its

motion for summary judgment and granting the National Maritime Union's

(NMU) cross-motion for summary judgment. We reverse.

I.

Trinidad owns and operates United States flag vessels on the high

seas. For many years, it had a collective bargaining relationship with

NMU, which represented the unlicensed seamen working on Trinidad's ships.

The last collective bargaining agreement between Trinidad and NMU expired

in 1984, but it was
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extended several times. The agreement required mandatory arbitration of

all labor disputes. 

In 1990, Trinidad and NMU signed a Memorandum of Understanding that

extended the collective bargaining agreement through June 15, 1994. (The

parties later changed the expiration date to June 15, 1993.) The "duration

clause" of the Memorandum of Understanding provided that, after the

expiration date, the collective bargaining agreement would continue in

effect from year to year

unless either party hereto shall give written notice to the

other of its desire to amend the Agreement or ... to terminate

the Agreement, either of which shall be given at least sixty

(60) days, but no sooner than ninety (90) days, prior to the

expiration or anniversary date. In the event either party

serves notice to amend the Agreement, the terms of the

Agreement in effect at the time of the notice to amend shall

continue in effect either until mutual agreement on the

proposed amendments or an impasse has been reached.

A second agreement between Trinidad and NMU is also relevant to this

case. In 1988, Trinidad and NMU settled litigation concerning an alleged

breach of the collective bargaining agreement. Their settlement agreement

provided that "the number of ocean-going vessels operated by TRINIDAD

CORPORATION will at all times be equal to or exceed the total number of

such vessels ... operated by APEX [Trinidad's parent corporation] and/or

any Subsidiary or Affiliate thereof." Trinidad was bound by the settlement

agreement for as long as the collective bargaining agreement remained in

effect.

On March 16, 1993, NMU notified Trinidad that it wanted to amend the

collective bargaining agreement. Trinidad, however, did not take NMU up

on the offer. Instead, Trinidad sent NMU written notice of its intent to

terminate the agreement on its expiration date. 
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Several months later, Trinidad asked the district court to enter a

declaratory judgment to the effect that the collective bargaining agreement

had expired on June 15, 1993. Trinidad also sought to enjoin NMU from

seeking to arbitrate four grievances that it had submitted since that date.

Three of these grievances involved alleged violations of the collective

bargaining agreement: NMU claimed that Trinidad had failed to pay a four

percent wage increase, had allowed non-union personnel to perform union

work, and had paid an unauthorized bonus to certain seamen. In the final

grievance, NMU claimed that Trinidad had violated the settlement agreement

by operating fewer ships than Crest Tankers, Inc. (an APEX subsidiary).

Trinidad asserted that it was not required to arbitrate any of these

disputes because they all arose after the collective bargaining agreement

expired. 

Trinidad filed a motion for summary judgment, and NMU filed a

cross-motion for summary judgment. The district court denied Trinidad's

motion and granted NMU's motion. The court held that the collective

bargaining agreement remained in effect because NMU indicated that it

wanted to amend the agreement before Trinidad sent its termination notice.

The court reasoned that the second sentence of the duration clause ("In the

event either party serves notice to amend ... the terms of the Agreement

... shall continue in effect until either mutual agreement ... or an

impasse has been reached") precluded Trinidad from terminating the

agreement until the parties bargained to an impasse. The court then found

that there was no evidence that negotiations had reached that stage. 

II.

On appeal, Trinidad argues that the district court erred in holding

that the collective bargaining agreement did not expire on June 15, 1993.

It contends that the court improperly allowed NMU's desire to amend the

agreement to trump Trinidad's right to terminate. Trinidad asserts that,

under the agreement, it had an
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absolute right to terminate the contract on the expiration date. We agree.

A.

"In interpreting a collective bargaining agreement ... we must

construe the contract as a whole," Amcar Div., ACF Indus. v. NLRB, 641 F.2d

561, 569 (8th Cir. 1981), and read the terms of the agreement "in their

context," Mastro Plastics Corp. v. NLRB, 350 U.S. 270, 281 (1956). In this

case, we believe that the district court read the second sentence of the

duration clause out of context. It is true that this sentence provides

that when one party wants to amend the agreement, the agreement's terms

remain in effect until the parties reach either an agreement or an impasse.

That sentence, however, follows immediately after language that

specifically gives both Trinidad and NMU the right to terminate the

agreement on the expiration date (or an anniversary thereof). We do not

think that it would be reasonable to allow narrow and detailed provisions

of the contract to trump a previous general provision regarding the

fundamental powers of the parties.

Thus, when read as a whole, the duration clause clearly indicates

that Trinidad never lost the right to terminate the agreement. The fact

that NMU notified Trinidad that it wanted to amend the agreement did not

preclude termination. To the contrary, the second sentence of the duration

clause would have come into play only if Trinidad had not properly

exercised its right to terminate the agreement. We therefore hold that the

agreement expired on June 15, 1993.

B.

NMU argues that the issue of whether the collective bargaining

agreement has been terminated should be submitted to arbitration. We

consider the agreement "in the light of the law under which the contract

was made." Id. It is a well-settled principle of labor
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law that the issues of contract termination or expiration are subject to

judicial resolution unless the parties agree to submit them to arbitration.

Int'l Union, United Auto., Aerospace & Agric. Implement Workers of Am.,

U.A.W. v. Int'l Tel. & Tel., Thermotech Div., 508 F.2d 1309, 1313-14

(8th Cir. 1975) ("UAW v. ITT"); see also Local Union No. 884, United

Rubber, Cork, Linoleum, and Plastic Workers of Am. v.

Bridgestone/Firestone, Inc., 61 F.3d 1347, 1354 (8th Cir. 1995). 

It is true that we have held that "a broad arbitration clause

indicates an intent to arbitrate disputes relating to a purported

termination or expiration of the bargaining agreement." UAW v. ITT, 508

F.2d at 1314. The collective bargaining agreement between Trinidad and

NMU, however, does not fall under this narrow exception to the rule that

"contract termination issues should be decided by the courts, not the

arbitrator." Bridgestone/Firestone, 61 F.3d at 1354. In this case, the

"arbitration clause, although phrased broadly, arises in the context of the

grievance procedures and we find no indication in the contract language

that the parties ever intended the arbitration clause to apply to the

overall issue of contract termination." UAW v. ITT, 508 F.2d at 1314. 

III.

Having determined that the collective bargaining agreement terminated

on June 15, 1993, we must now decide whether NMU can compel Trinidad to

arbitrate the grievances at issue in this case. Because "[n]o obligation

to arbitrate a labor dispute arises solely by operation of law," Gateway

Coal Co. v. United Mine Workers of Am., 414 U.S. 368, 374 (1974), Trinidad

is required to arbitrate only those grievances that arose under the

collective bargaining agreement. Id.; Bridgestone/Firestone, 61 F.3d at

1352-53.

NMU did not demand that Trinidad arbitrate the four grievances at

issue here until several months after the collective bargaining
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agreement expired. The fact that NMU submitted the grievances after

expiration, however, does not necessarily mean that the grievances are not

arbitrable. According to the Supreme Court, "A postexpiration grievance

can be said to arise under the contract ... where it involves facts and

occurrences that arose before expiration, where an action taken after

expiration infringes a right that accrued or vested under the agreement,

or where, under normal principles of contract interpretation, the disputed

contractual right survives expiration of the remainder of the agreement."

Litton Fin. Printing Div. v. NLRB, 501 U.S. 190, 205-06 (1991).

In this case, our inquiry is limited to determining whether any of

the facts and circumstances leading to the relevant grievances arose before

termination. NMU does not argue that its right to arbitration vested under

the agreement, and, because the agreement does not provide "in explicit

terms," id. at 207, that arbitration survives expiration, normal principles

of contract law do not lead us to conclude that arbitration is required for

post-expiration grievances. Id.; Bridgestone/Firestone, 61 F.3d at

1352-53. 

The parties agree that the events underlying two of the grievances

(namely, the failure to raise wages by four percent and the payment of an

unauthorized bonus to certain seamen) occurred after the expiration date.

These grievances therefore did not "arise under" the agreement, and

Trinidad does not have to arbitrate them. On remand, we direct the

district court to grant Trinidad appropriate relief as to these grievances.

A careful review of the record, however, reveals that the parties

disagree about when the events leading to the other two grievances

(allowing non-union personnel to perform union work and operating fewer

ships than Crest) occurred. Trinidad claims that
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they happened after the agreement expired; NMU claims that they began

before that time. The district court did not resolve this dispute, and we

are not able to do so on the record before us. On remand, the district

court must conduct the factual inquiry necessary to resolve this issue.

If the relevant events occurred before expiration, then the grievances

arose under the agreement and are subject to arbitration. If not, Trinidad

is under no obligation to arbitrate them. 

IV.

For the foregoing reasons, we reverse the judgment of the district

court and remand the case for proceedings consistent with 

this opinion.

A true copy.

Attest:

 CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.