IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

UNITED STEELWORKERS OF : CIVIL ACTION 

AMERICA, AFL-CIO/CLC and :

LEWIS GRIFFIN, GEORGE :

HEMMERT, GEORGE KEDDIE and :

JANICE SCOTT :

Plaintiffs, :

: No. 05-CV-0039

vs. :

:

ROHM AND HAAS COMPANY, and :

ROHM AND HAAS COMPANY :

HEALTH AND WELFARE PLAN, :

:

Defendants. :

MEMORANDUM AND ORDER

Joyner, J. August 11, 2008

Presently before this court is Plaintiffs’ Motion to Amend

their Complaint (Doc. No. 38), Defendants’ Opposition thereto

(Doc. No. 40), and Plaintiffs’ Reply to Defendants’ Opposition

(Doc. No. 43). For the reasons below, the Court GRANTS

Plaintiffs’ Motion to Amend. 

BACKGROUND

Plaintiffs, United Steelworkers of America, AFL-CIO-CLC

(“the Union”), Lewis Griffin, George Hemmert, George Keddie and

Janice Scott (“the Individual Plaintiffs”), initiated this action

against Defendants Rohm and Haas Company (“the Company”) and the

Rohm and Haas Company Health and Welfare Plan (“the Plan”) on

January 5, 2005. Plaintiffs’ initial Complaint alleged two

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Given that the individual plaintiffs are employed at the Rohm and Haas 1

Company site in Bristol, PA and the collective bargaining agreement at issue

covers only those individuals working at that site, we hereinafter refer to

the agreement as the “Bristol CBA.”

2

Counts, Count I under the Labor Management Relations Act of 1947,

29 U.S.C. § 185 (“LMRA”), and Count II under the Employment

Retirement Income and Security Act, 29 U.S.C. §§ 1001 et seq.

(“ERISA”) to protect the individual plaintiffs’ rights to

disability benefits under the Plan. The parties agreed to

litigate Counts I and II separately. Count I asserted that, in

failing to comply with the grievance and arbitration provisions

of the Bristol Collective Bargaining Agreement (“CBA”), the 1

Company was in violation of Section 301 of the LMRA, 29 U.S.C. §

185. The CBA is a collectively bargained package of benefits,

including short-term and long-term benefits and/or a disability

retirement allowance (“DRA”), which the Union has negotiated over

the years and which are subject to the grievance and arbitration

procedures outlined in the CBA. The individual plaintiffs allege

that they have applied for and been denied either a DRA or

disability benefits, and that each has either fully exhausted any

applicable plan claims procedure or that any further attempts to

exhaust would have been futile. After Rohm and Haas failed to

respond to the individual plaintiffs’ grievances protesting their

denial of benefits, the Union demanded that the Company arbitrate

the dispute. The Company refused to take the cases to

arbitration and the plaintiffs then filed this lawsuit. This

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Court granted Plaintiffs’ Motion for Summary Judgment on Count I

on September 15, 2006, and found that the issue of Plaintiffs’

eligibility for a DRA or disability benefits should be

arbitrated. On April 14, 2008, the Third Circuit reversed that

decision and remanded this case with directions to enter judgment

in Defendants’ favor on Count I and to commence further

proceedings on Count II. Plaintiffs now move to amend their

complaint pursuant to Fed R. Civ. P. 15(a), alleging that their

proposed First Amended Complaint eliminates Count I in so far as

it was dismissed by the Third Circuit and adds detail to the

claims of the individual plaintiffs.

DISCUSSION

I. Legal Standards

Fed. R. Civ. P. 15(a) provides:

A party may amend its pleading once as a matter of

course: (A) before being served with a responsive

pleading; or (B) within 20 days after serving the

pleading if a responsive pleading is not allowed and

the action is not yet on the trial calendar . . . . In

all other cases, a party may amend its pleading only

with the opposing party's written consent or the

court's leave. The court should freely give leave when

justice so requires.

“[C]ourts have held that grants for leave to amend complaints

should be routinely granted to plaintiffs, even after judgments

of dismissal have been entered against them, if the appropriate

standard for leave to amend under Fed. R. Civ. P. 15(a) is

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satisfied.” Newark Branch, NAACP v. Harrison, 907 F.2d 1408,

1417 (3d Cir. 1990). If, however, the amendment would be futile,

or if there has been "undue delay, bad faith or dilatory motive

on the part of the movant," leave to amend should not be given. 

In re Council, 2006 U.S. Dist. LEXIS 78685, at *7-8 (E.D. Pa.

Oct. 27, 2006) (quoting Foman v. Davis, 371 U.S. 178, 182, 83 S.

Ct. 227, 9 L. Ed. 2d 222 (1962)).

II. Procedural History

Count I of Plaintiffs’ initial Complaint asserted that, in

failing to comply with the grievance and arbitration provisions

of the collective bargaining agreements, the Company was in

violation of Section 301 of the LMRA, 29 U.S.C. § 185. In

granting Plaintiffs’ Motion for Summary Judgment, we had found

that the parties intended to incorporate the Plan into the

Bristol CBA, and we therefore ordered the Company to arbitrate

the disability benefit disputes. See USW v. Rohm & Haas Co.,

2006 U.S. Dist. LEXIS 66480, at *3 (E.D. Pa. Sept. 18, 2006). 

The Third Circuit subsequently reversed that decision, the issue

on appeal being whether the individual plaintiffs’ grievances

were subject to arbitration under the Bristol CBA. United Steel

Workers of America, AFL-CIO-CLC v. Rohm and Haas Co., 522 F.3d

324, 330 (2008). The Third Circuit concluded: “Because the Plan

provides the basis for the employees’ rights to receive

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disability benefits, these rights cannot be said to result from

any agreement entered into between the Union and the Company.” 

Id. at 334. The Third Circuit found no evidence that the Plan

was established or maintained pursuant to the Bristol CBA, and

therefore concluded that “the benefits have been provided for

under the Plan and initial claims or appeals over the denial of

benefits must be submitted through the Plan’s procedure, which

does not provide for arbitration.” Id. at 335. The Third

Circuit found that, with the exception of the mention of the

“Sickness and Accident plan” in Article XIX(3), the Bristol CBA

does not contain a reference to disability benefits. Id. at 329. 

Furthermore, the Third Circuit found that the Plaintiffs’

situation is not contemplated by the “Sickness and Accident

plan,” and that the CBA does not provide for disability benefits

for the named plaintiffs, nor does it provide for arbitration “of

a plan administrator’s denial of such benefits arising from a

separate ERISA plan.” Id. at 334. 

III. Amended Complaint Analysis

Defendants object to the within motion to amend on the

grounds that it, inter alia, improperly (1) “retains the pleading

elements related to Count I, such as the Union and the Company

remaining as parties, the reference to the CBA, the reliance on

Article XIX of the CBA and the attachment of CBA excerpts as

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exhibits, the allegation of a failure to follow the terms of ‘the

relevant labor agreements,’... and the relief request for a

declaration ‘that Defendants violated their obligations under the

... labor agreements under which the participants were to receive

disability benefits;’” and (2) adds an entirely new claim on

behalf of Plaintiff Scott for a DRA that is based on a

“fundamental factual inaccuracy.” We consider and address these

arguments seriatim.

 In Count II of their initial complaint, Plaintiffs, moving

under Section 502 of ERISA, 29 U.S.C. § 1132, re-alleged and

incorporated all of the allegations they set forth under Count I. 

In paragraph 20 of their initial Complaint Plaintiffs alleged,

“as an alternative to Count I above,” that Rohm and Haas violated

the rights of the Individual Plaintiffs under the governing

documents of the Plan. (Pls. Compl. at 5). We find that

Plaintiffs’ proposed First Amended Complaint is therefore

consistent with the directives given by the Third Circuit in that

it re-states those allegations necessary to state a claim under

ERISA Section 502 which had previously been pled in the nowdefunct Count I but incorporated into what was then Count II of

the original complaint. The proposed First Amended Complaint,

however, now also includes additional facts underlying the claims

of and the relief sought by each individual plaintiff and

additional terms of the Summary Plan Description, the “Full and

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Fair” review provisions of Sections 503 and 505 of ERISA, 29

U.S.C. §§ 1133, 1135, and the Department of Labor Regulations, 29

C.F.R. § 2560.503.1. As it is proper to allow amendments to

conform to new facts learned and evidence, we discern no

impropriety to the inclusion of these new allegations.

A. Labor Agreements

Plaintiffs reference “labor agreements” in paragraphs 20,

47(a) and 47(b) of their First Amended Complaint. We find that

these references are merely background allegations that do not in

and of themselves form the basis of a separate cause of action. 

We accept Plaintiffs’ argument that the Bristol CBA may be

relevant to their ERISA claims, and we do not find that

Defendants are prejudiced by Plaintiffs’ referencing labor

agreements, including the Bristol CBA, as background allegations. 

(Pls. Reply to Defs. Opp. at 4-5). However, we caution

Plaintiffs that the Third Circuit has clearly rejected the

argument that the Bristol CBA is incorporated in the Plan, and

has further found that the Bristol CBA does not contemplate

Plaintiffs’ disability claims. Plaintiffs may not abuse our

granting of this Motion by using their amendments to assert

separate causes of action which rely on the Bristol CBA.

B. Parties to Action and DRA Amendment

We also find that Plaintiffs’ Motion to Amend survives

Defendants’ opposition to the naming of the Union and the Company

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as parties to this action and to the amendment to Ms. Scott’s DRA

claim, discussed below. In the interest of judicial efficiency

and of affording both parties adequate opportunity for discovery,

we find that these issues would be properly raised in a Motion

for Summary Judgment. If, after discovery is completed,

Defendants can marshal sufficient support for their position, we

advise Defendants to renew these arguments in a Motion for

Summary Judgment. 

Plaintiffs do not attempt to join additional parties to this

action in their First Amended Complaint. Defendants’ oppose

Plaintiff’s motion on the grounds that the Company and the Union

are not proper parties to this action. At this time, we reject

Defendants’ argument that the Union is not a proper party to this

action. See, e.g., Pennsylvania Fed’n, Bhd. of Maint. of Way

Employees v. Norfolk S. Corp. Thoroughbred Ret. Inv. Plan, 2004

U.S. Dist. LEXIS 1987, at *35 (E.D. Pa. Feb. 4, 2004) (holding

that a Union may sue under ERISA associational standing). In

Pennsylvania Federation, this Court applied Judge Posner’s

reasoning in Southern Illinois Carpenters Welfare Fund v.

Carpenters Welfare Fund of Illinois, 326 F.3d 919, 922 (7th Cir.

2003), where he reasoned, “we do not think that by confining the

right to sue under [ERISA’s] section 1132(a)(1) to plan

participants and beneficiaries Congress intended to prevent

unions from suing on behalf of participants. The union in such a

Case 2:05-cv-00039-JCJ Document 44 Filed 08/14/08 Page 8 of 11
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case is not seeking anything for itself; the real plaintiffs are

the plan participants.” Plaintiffs argue that the Union here is

a party as a representative of its members, including the

individual plaintiffs, and not on its own behalf. (Pls. Reply to

Defs. Opp. at 3). Defendants do not counter this argument, and

applying Pennsylvania Federation, we find the Union to be a

proper party. 

Furthermore, we also now reject Defendants’ argument that

the Company is not a proper party to this action. Defendants

provide no case support and no specific arguments for this claim. 

Plaintiffs counter that the Company is the Plan Administrator,

and argue correctly that a heightened standard of review is

appropriate where a financially interested entity also makes

benefit determinations. See Pinto v. Reliance Standard Life

Insurance Co., 214 F.3d 377, 379, 393 (3d Cir. 2000) (adopting a

“sliding scale” approach in which district courts must “consider

the nature and degree of apparent conflicts” in order to

“intensif[y] the degree of scrutiny to match the degree of the

conflict.”). We do not find Defendants’ arguments opposing the

Union and the Company as parties to this action to be sufficient

grounds on which to deny Plaintiffs’ motion.

Plaintiffs’ First Amended Complaint properly adds facts to

Ms. Scott’s case which have occurred since the filing of the

original complaint. See, e.g., Edwards v. Duane, Morris &

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Heckscher LLP, 2004 U.S. Dist. LEXIS 24177, at *32 (E.D. Pa. Nov.

30, 2004) (Rule 15(a) “is meant . . . to amend pleadings when new

facts are discovered.”). This amendment alleges that Ms. Scott

never had an opportunity to apply for a DRA benefit. (Pls. Am.

Compl. at paragraphs 39-40). Although Defendants attach a letter

which indicates that Ms. Scott’s application for a DRA was denied

and assert that Ms. Scott never pursued her appeal rights as

clearly outlined in the letter in opposition to this claim, we

nevertheless believe that the plaintiffs should be given the

opportunity to demonstrate that there was a reason for not doing

so. Thus, we shall permit amendment at this time with leave to

the defendants to re-assert this argument following the close of

discovery, if appropriate. 

IV. Conclusion

We GRANT Plaintiffs Leave to Amend their Complaint because

their amendments add new factual allegations and are consistent

with the decision of the Third Circuit. 

An order follows.

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IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

UNITED STEELWORKERS OF : CIVIL ACTION 

AMERICA, AFL-CIO/CLC and :

LEWIS GRIFFIN, GEORGE :

HEMMERT, GEORGE KEDDIE and :

JANICE SCOTT :

Plaintiffs, :

: No. 05-CV-0039

vs. :

:

ROHM AND HAAS COMPANY, and :

ROHM AND HAAS COMPANY :

HEALTH AND WELFARE PLAN, :

:

Defendants. :

ORDER

AND NOW, this 11 day of August, 2008, upon consideration th

of Plaintiff’s Motion for Leave to File First Amended Complaint

(Doc. No. 38), Defendants’ Opposition (Doc. No. 40) and

Plaintiff’s Response thereto (Doc. No. 43), it is hereby ordered

that the Motion is GRANTED and Plaintiffs are DIRECTED to file

their proposed Amended Complaint within fifteen (15) days of the

date of this Order. 

BY THE COURT:

s/J. Curtis Joyner 

J. CURTIS JOYNER, J.

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