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, Circui t 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. Trini dad owns and operates United States flag vessels on the hig h
seas. For many years, it had a collective bargaining relationship wit h NMU, which represente d the unlicensed seamen working on Trinidad's ships. The last collective b argaining 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 collecti ve bargaining agreement through June 15, 1994. (The parties later changed the expiration date to June 15, 1993.) The "duratio n clause " of the Memorandum of Understanding provided that, after th e expi ration date, the collective bargaining agreement would continue i n effect from year to year unl ess either party hereto shall give written notice to th e other of its desire to a mend the Agreement or ... to terminate the Agreement, either of which shall be given at least sixt y (60) day s, but no sooner than ninety (90) days, prior to th e exp iration or anniversary date. In the event either part y ser ves notice to amend the Agreement, the terms of th e Agreemen t in effect at the time of the notice to amend shal l conti nue in effect either until mutual agreement on th e proposed amendments or an impasse has been reached.
A second agreement between Trinidad and NMU is also relevant to this case. In 1988, Trini dad and NMU settled litigation concerning an alleged breach of the collective bargaining agreement. Their settlement agreement provid ed that "the number of ocean-going vessels operated by TRINIDA D CORPORA TION will at all times be equal to or exceed the total number o f such vessels ... operated by APEX [Trinidad's parent corporation] and/or any Subsidiary or Affiliate thereof." Trinidad was bound by the settlemen t agreement for as long as the collective bargaining agreement remained in effect.
On March 16, 1993, NMU notified Trin idad that it wanted to amend the collective bargaining agreement. Trinidad, however, did not take NMU up on the offer. Instea d, Trinidad sent NMU written notice of its intent to terminate the agreement on its expiration date.

### -3- Several months later, Trinidad asked the district court to enter a declaratory judgment to the effect that the collective bargaining agreemen t had expi red on June 15, 1993. Trinidad also sought to enjoin NMU fro m seeking to arbitrate four grievances that it had submitted since that date

. Three of these grievances involved alleged violations of the collectiv e bargaining agreement: NMU claimed that Trinidad had failed to pay a four percen t wage increase, had allowed non-union personnel to perform unio n work, and had paid an unauthorized bonus to certain seamen. In the final grievance, NMU claimed that Trinidad had violate d the settlement agreement by operating fewer ships than Crest Tankers, Inc. (an APEX subsidiary)

. Trin idad asserted that it was not required to arbitrate any of thes e disputes because they all arose after the collective bargaining agreement expired.

Tri nidad filed a motion for summary judgment, and NMU filed a cross-motion for summary judgment. The district court denied Trinidad's moti on and granted NMU's motion. The court held that the collectiv e bargai ning agreement remained in effect because NMU indicated that i t wanted to amend the agreement before Trinidad se nt its termination notice. The court reasoned that the second sentence of the duration clause ("In th e event either party serves notice to amend ... the terms of the Agreement

... shall continue in effect until either mutual agreement ... or a n impasse has been reached") precluded Trinidad from terminating th e agreement until the parties bargained to an impa sse. 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 b argaining agreement did not expire on June 15, 1993. It contends that the court improperly allowed NMU's desire to amend th e agreement to trump Tr inidad'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 in terpreting a collective bargaining agreement ... we mus t construe the contract as a whole," Amcar Div., ACF Indus. v. NLRB , 641 F.2 d 561, 56 9 (8th Cir. 1981), and read the terms of the agreement "in thei r context," Mastro Plastics Corp. v. NLRB , 350 U.S. 270, 281 (1956). In thi s case, we believe that the district court read the second sentence of the duration clause out of context. It is true that this sentence provide s that when one party wants to amend the agreement, the agreement's term s remain in effect until the parties reach either an agreement or an impasse

. That sentence, however, follows immediately after language tha t specifically gives both Trinidad and NMU the right to terminate th e agreement on the expiration date (or an anniversary thereof). We do not think that it would b e reasonable to allow narrow and detailed provisions of the contract to trump a previous general provision regarding th e fundamental powers of the parties.

Thus, when read as a whole, the duration clause clearly indicate s 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 duratio n cla use would have come into play only if Trinidad had not properl y exercised its right to terminate the agreement. We therefore hold that th e agreement expired on June 15, 1993.

B. NMU argues that the issue of whether the collective bargainin g agreeme nt has been terminated should be submitted to arbitration. W e 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, 1313-1 4 (8th C ir. 1975) (" UAW v. ITT "); see also Local Union No. 884, Unite d 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 claus e indica tes an intent to arbitrate disputes relating to a purporte d termination or expiration of the bargaining agreement." UAW v. ITT , 508 F.2 d at 1314. The collective bargaining agreement between Trinidad an d NMU, however, does not fall under this narrow exception to the rule that "contra ct termination issues should be decided by the courts, not th e arbitrator." Bridgestone/Firestone , 61 F.3d at 1354. In this case, the "arbitration clause, although phrased broadly, arises in the context of th e gri evance procedures and we find no indication in the contract languag e that the p arties ever intended the arbitration clause to apply to th e overall issue of contract termination." UAW v. ITT , 508 F.2d at 1314.

III. Having determined that the collective bargaining agreement term inated
on June 15, 1993, we must now decide whether NMU can compel Trinidad t o arbitrate the grievan ces 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 th e collective bargaining agreement. Id. ; Bridgestone/Firestone , 61 F.3d at 1352-53.

NMU d id not demand that Trinidad arbitrate the four grievances a t issue here until several months after the collective bargaining

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agre ement expired. The fact that NMU submitted the grievances afte r expiration, however, does not necessarily mean t hat 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 an d
occurr ences that arose before expiration, where an action taken afte r expiration infringes a right that accrued or vested under the agreement, or where, under normal principles of contract in terpretation, the disputed contractual right sur vives 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 o f the facts and circumstances leading to the relevant grievances arose befor e termination. NMU does not argue that its right to arbitration vested unde r the agreement, and, because the agreement does not provide "in explici t terms," id. at 207, that arbitration survives expiration, normal principle s of contract law do not lead us to conclude that arbitration is required fo r post-expiration grievances. Id. ; Bridgestone/Firestone , 61 F.3d a t 1352-53.

The part ies agree that the events underlying two of the grievance s (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, an d Trinidad does not have to arbitrate them. On remand, we direct th e district court to grant Trinidad appropriate relief as to these grievances

.

A car eful review of the record, however, reveals that the partie s disagree about when the events leading to the other two grievance s (allow ing non-union personnel to perform union work and operating fewe r ships than Crest) occurred. Trinidad claims that

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they ha ppened after the agreement expired; NMU claims that they bega n before that time. The district court did not re solve this dispute, and we
are not able to do so on the record before us. On remand, the distric t
cou rt must conduct the factual inquiry necessary to resolve this issue

. If the relevant events occurred before expiration, then the grievance s
arose under the agreement and are subject to arbitration. If not, Trinida d is under no obligation to arbitrate them.

IV. For the foregoing reasons, we reverse the judgment of the distric t court and remand the case for proceedings consistent with this opinion.

A true copy.

Attest:

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