[DO NOT PUBLISH]

IN THE UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIRCUIT

________________________

No. 19-13178

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D.C. Docket No. 4:18-cv-00188-RSB-CLR

JUSTIN OLTMANNS, 

Plaintiff-Appellant,

versus

INTERNATIONAL LONGSHOREMEN’S ASSOCIATION, et al.,

Defendants-Appellees.

________________________

Appeal from the United States District Court

for the Southern District of Georgia

________________________

(December 1, 2020)

Before MARTIN, LUCK, and BRASHER, Circuit Judges.

MARTIN, Circuit Judge:

Justin Oltmanns is a member of the International Longshoremen’s 

Association, Local 1475 Clerks and Checkers Union (“Local 1475”) and is

employed by Georgia Stevedore Association, Inc. (“Georgia Stevedore”). He 

alleges that Local 1475 and Georgia Stevedore denied him seniority status that he 

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was entitled to based on past practice. He also alleges they improperly failed to 

consider his seniority grievance. Mr. Oltmanns sued Local 1475 and Georgia 

Stevedore, bringing what is called a “hybrid section 301/fair representation claim.”

This type of claim requires a plaintiff to show both that his union breached its duty 

of fair representation and that his employer breached a collective bargaining 

agreement. See Coppage v. U.S. Postal Serv., 281 F.3d 1200, 1204 (11th Cir. 

2002). The District Court dismissed Mr. Oltmanns’s first amended complaint for 

failure to state a claim and denied him leave to amend his complaint a second time 

based on the court’s finding that any amendment would be futile. After careful 

consideration, and with the benefit of oral argument, we hold that neither 

complaint alleges sufficient facts to state a hybrid section 301/fair representation 

claim. We therefore affirm the District Court’s rulings.

I. BACKGROUND

Mr. Oltmanns works for Georgia Stevedore at the Port of Savannah in 

Savannah, Georgia.1

 He has been a member of Local 1475 since July 2007 and

has worked both as a “deck and dockman” and as a “clerk and checker.” A deck 

and dockman works on the decks of ships and the docks next to ships, performing 

clerical work, keeping track of where containers are, and moving the containers to 

1 Mr. Oltmanns does not allege that Georgia Stevedore is his employer, but the District 

Court assumed as much. The parties here agree on this point, so we also assume that Georgia 

Stevedore is Mr. Oltmanns’s employer.

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where they need to go. A clerk and checker works offsite on land, arranging 

transportation to and from the docks. 

Mr. Oltmanns raises the issue of whether he is entitled to seniority as a clerk 

and checker on account of his deck and dockman work. A few documents are 

relevant for this issue. Under the umbrella collective bargaining agreement,

employment seniority is “decided and enforced on a local basis.” Local 1475 and 

Georgia Stevedore have a local collective bargaining agreement and a local 

seniority plan. The seniority plan states that seniority for “Checkers and Clerks, 

etc., shall be classified by the Seniority Board” based on the accumulation of at 

least 700 work hours for a specific contract year. And although the seniority plan 

provides for seniority for clerks and checkers, it does not expressly mention

seniority for deck and dockmen. The same is true of the collective bargaining 

agreement.2

 The deck and dockmen are recognized in a memorandum of 

understanding between Local 1475 and Georgia Stevedore that says “Deck and 

Dockmen shall work under the Clerk’s and Checker’s Agreement of Local 1475.” 

This refers to the local collective bargaining agreement that incorporates the 

seniority plan. But while the memorandum of understanding does recognize the 

2 Local 1475 submitted copies of the collective bargaining agreement and the seniority 

plan as exhibits to its motion to dismiss. A court may consider documents attached to a motion 

to dismiss without converting the motion into one for summary judgment when the documents 

are “central to the plaintiff’s claim” and “undisputed.” Day v. Taylor, 400 F.3d 1272, 1276 (11th 

Cir. 2005). Mr. Oltmanns references and relies on these documents throughout his complaint 

and he does not dispute their authenticity, so we consider them here.

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deck and dockmen, it does not discuss seniority for them and neither does it 

modify the seniority plan for clerks and checkers.3

Mr. Oltmanns says that “[p]ast port practice has been that when a person 

makes their hours as a Deck and Dockmen those hours are transferrable to Clerk 

and Checkers in regard to seniority classification.” In other words, based on this 

past port practice, Mr. Oltmanns argues that hours worked as a deck and dockman 

can cross over and count toward clerk and checker seniority. Despite this

purported practice, the record before us reflects no formal procedures for counting 

“crossover hours” for the purposes of seniority, and the relevant governing 

documents outlined above are “silent on the cross over seniority” issue. According 

to Mr. Oltmanns, he has repeatedly worked the number of hours as a deck and 

dockman that should qualify him for clerk and checker seniority. For instance, in 

the 2015–2016 contract year, he worked more than 1100 hours as a deck and 

dockman but was refused seniority as a clerk and checker. 

Mr. Oltmanns filed a grievance about this discrepancy in seniority treatment, 

arguing that the hours he worked as a deck and dockman should have entitled him 

to clerk and checker seniority. A grievance hearing was held before the Port 

3 Unlike the collective bargaining agreement and the seniority plan, the memorandum of 

understanding was not attached to the operative complaint or a motion to dismiss. But because 

the District Court considered that document, which was attached to Mr. Oltmanns’s initial 

complaint, we reference it here.

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Grievance Committee in February 2018.

4

 During the hearing, Mr. Oltmanns was 

told his matter would be “tabled due to pending litigation.” Mr. Oltmanns says 

there was no pending litigation and there has been no further action on his seniority 

grievance. 

In August 2018, Mr. Oltmanns sued Local 1475 in the Southern District of 

Georgia. He alleged that Local 1475 breached its duty of fair representation in 

violation of section 301 of the Labor Management Relations Act (the “LMRA”) by 

failing to grant him proper seniority classification. After Local 1475 filed a motion 

to dismiss for failure to state a claim, Mr. Oltmanns amended his complaint, 

adding Georgia Stevedore as a defendant. In the amended complaint, he alleged

that both Local 1475 and Georgia Stevedore breached the duty of fair 

representation in violation of section 301 of the LMRA.

5 Local 1475 then filed 

another motion to dismiss for failure to state a claim. Local 1475 argued that in 

order for Mr. Oltmanns to state a hybrid section 301/fair representation claim, he 

must allege both that (i) his union, Local 1475, breached its duty of fair 

representation, and (ii) his employer, Georgia Stevedore, breached the collective 

4 The first amended complaint alleges that the “Port Grievance Committee” heard his 

grievance and indeed never mentions the Seniority Board. Now Mr. Oltmanns “accepts the 

record evidence offered by the Defendant Local 1475” that it was actually the Seniority Board. 

We understand that the Seniority Board is composed of the president and one member of Local 

1475 as well as two members of Georgia Stevedore. 

5 The amended complaint also made a claim for attorney’s fees, but Mr. Oltmanns does 

not raise that issue on appeal. 

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bargaining agreement. Under the first prong of the hybrid claim, Local 1475 said

Mr. Oltmanns did not plausibly allege that its conduct toward him was “arbitrary, 

discriminatory, or in bad faith” and thus he had not plausibly alleged Local 1475 

breached the duty of fair representation. And under the second prong, Local 1475 

said Mr. Oltmanns never alleged that Georgia Stevedore breached any collective 

bargaining agreement. Georgia Stevedore filed its own motion to dismiss for 

failure to state a claim, which largely reiterated the arguments made by Local 

1475. 

In arguing against dismissal, Mr. Oltmanns stated “the amended complaint 

makes the proper allegations and gives substantial supporting facts” for the breach 

of the duty of fair representation claim. Mr. Oltmanns later filed a request for 

leave to amend his complaint again and attached his proposed second amended 

complaint. In this proposed second amended complaint, Mr. Oltmanns sought to 

add an additional claim alleging that Georgia Stevedore breached the collective 

bargaining agreement. Local 1475 and Georgia Stevedore opposed Mr. 

Oltmanns’s request for leave to amend, arguing that any amendment would be 

futile. 

The District Court primarily analyzed the proposed second amended 

complaint, as opposed to the operative pleading, which was the first amended 

complaint. It considered whether the proposed complaint would survive a motion 

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to dismiss. The court observed that the “only material difference” between the 

operative complaint and the proposed complaint was “the addition of a claim 

against [Georgia Stevedore] for breach of the collective bargaining agreement.” 

Therefore, “[t]o the extent that the proposed Second Amended Complaint 

successfully states a claim for relief,” the District Court would grant Mr. 

Oltmanns’s request for leave to amend and deny the motions to dismiss as moot. 

But to “the extent that the proposed Second Amended Complaint’s amendment 

would be futile, the Amended Complaint would similarly fail to state a claim,” 

such that the District Court would grant the motions to dismiss. 

Starting with the proposed complaint’s allegations that Local 1475 breached 

its duty of fair representation, the District Court observed that the “allegations in 

the Complaint[] do not support a finding that [Local 1475’s] conduct was arbitrary, 

discriminatory, or in bad faith.” And as to the proposed claim that Georgia 

Stevedore breached the collective bargaining agreement, the District Court noted 

that Mr. Oltmanns did “not cite to any provision of the collective bargaining 

agreement or allege facts supporting a breach thereof.” Based on its findings that 

neither complaint adequately alleged that Local 1475 breached its duty of fair 

representation and that Georgia Stevedore breached the collective bargaining 

agreement, the District Court granted the motions to dismiss the first amended 

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complaint and denied Mr. Oltmanns’s request for leave to file the proposed second 

amended complaint as futile. This is Mr. Oltmanns’s appeal. 

II. STANDARDS OF REVIEW

We review de novo a district court’s order granting a motion to dismiss for 

failure to state a claim. Lawson-Ross v. Great Lakes Higher Educ. Corp., 955 F.3d 

908, 915 (11th Cir. 2020). In order to survive a motion to dismiss, a complaint 

“must contain sufficient factual matter, accepted as true, to state a claim to relief 

that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct. 1937, 

1949 (2009) (quotation marks omitted). Although legal conclusions “are not 

entitled to the assumption of truth,” we “assume the[] veracity” of “well-pleaded 

factual allegations” and then “determine whether they plausibly give rise to an 

entitlement to relief.” Id. at 679, 129 S. Ct. at 1950. If not, then “the complaint 

has alleged—but it has not ‘show[n]’—‘that the pleader is entitled to relief.’” Id.

(quoting Fed. R. Civ. P. 8(a)(2)). Although we generally review a denial of leave 

to amend a complaint for abuse of discretion, we “review de novo an order denying 

leave to amend on the grounds of futility, because it is a conclusion of law that an 

amended complaint would necessarily fail.” Boyd v. Warden, Holman Corr. 

Facility, 856 F.3d 853, 864 (11th Cir. 2017). 

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III. DISCUSSION

Mr. Oltmanns argues the District Court erred by (i) granting the motions to 

dismiss the first amended complaint and (ii) denying him leave to file the proposed 

second amended complaint. As noted above, the District Court considered these 

two issues together by evaluating Mr. Oltmanns’s proposed second amended 

complaint. Again, the only difference between the operative and proposed 

complaints was the addition of the breach of a collective bargaining agreement

claim against Georgia Stevedore. Thus “[t]o the extent that the proposed Second 

Amended Complaint’s amendment would be futile, the Amended Complaint would 

similarly fail to state a claim.” We see nothing wrong with the District Court’s

analytical approach, but we will nevertheless conduct our review of each issue 

separately. First, we address whether the first amended complaint fails to state a 

claim against either Local 1475 or Georgia Stevedore, or both. Second, we 

consider whether the proposed second amended complaint fails to state a claim, 

such that leave to amend would be futile.

A. The first amended complaint fails to state a claim.

Mr. Oltmanns’s claim against Local 1475 and Georgia Stevedore is 

considered a “hybrid § 301/fair representation claim.” Coppage, 281 F.3d at 1204

(quoting DelCostello v. Int’l Brotherhood of Teamsters, 462 U.S. 151, 165, 103 S. 

Ct. 2281, 2291 (1983)) (quotation marks omitted). The claim is “hybrid” because 

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it includes two causes of action that are “inextricably interdependent.” Id.

(quotation marks omitted). One cause of action is against an employee’s union for 

breaching its duty of fair representation, which duty is implied under the National 

Labor Relations Act. Id.; see also Lobo v. Celebrity Cruises, Inc., 704 F.3d 882, 

886 & n.5 (11th Cir. 2013) (noting that the duty of fair representation arises under 

federal common law and is implied from section 9(a) of the National Labor 

Relations Act). The other cause of action is against the employer for breaching a 

collective bargaining agreement. Coppage, 281 F.3d at 1204. That cause of action 

is based on section 301 of the LMRA, which states that “[s]uits for violation of 

contracts between an employer and a labor organization representing employees in 

an industry affecting commerce . . . may be brought in any district court of the 

United States having jurisdiction of the parties.” 29 U.S.C. § 185(a). 

Thus, to succeed on his hybrid claim at the motion to dismiss stage, Mr. 

Oltmanns must plausibly allege both that (i) his union, Local 1475, breached its 

duty of fair representation, and (ii) his employer, Georgia Stevedore, breached a

collective bargaining agreement. See Parker v. Connors Steel Co., 855 F.2d 1510, 

1519 (11th Cir. 1988). The absence of either allegation is fatal to the complaint: 

“[I]n order to prevail the employee must satisfy his burden of proving a breach of 

contract by the Company and a breach of the Union’s duty of fair representation.” 

Id. Applying this legal framework here, there is no question that the first amended 

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complaint fails as a matter of law. The first amended complaint does not allege

that Georgia Stevedore, Mr. Oltmanns’s employer, breached any collective 

bargaining agreement. Therefore, the first amended complaint lacks one of the 

required elements of a hybrid section 301/fair representation claim, so it fails to 

state a claim. See id. The District Court properly dismissed the first amended 

complaint.

B. The proposed second amended complaint fails to state a claim, so leave to 

amend would be futile.

Mr. Oltmanns’s proposed second amended complaint added the claim 

alleging a breach of the collective bargaining agreement by Georgia Stevedore that 

had been missing from the first amended complaint. Under the Federal Rules of 

Civil Procedure, a district court “should freely give leave [to amend] when justice 

so requires.” Fed. R. Civ. P. 15(a)(2). However, a court need not give leave 

“where amendment would be futile.” Corsello v. Lincare, Inc., 428 F.3d 1008, 

1014 (11th Cir. 2005) (per curiam) (quotation marks omitted). 

Here, the District Court denied leave to amend as futile. We review this 

decision de novo “because it is a conclusion of law that an amended complaint 

would necessarily fail.” Boyd, 856 F.3d at 864. Amendment is futile “when the 

complaint as amended is still subject to dismissal because, for example, it fails to 

state a claim for relief.” Chang v. JPMorgan Chase Bank, N.A., 845 F.3d 1087, 

1094 (11th Cir. 2017) (quotation marks omitted). When deciding whether the 

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complaint as amended is still subject to dismissal, the usual motion to dismiss 

standard applies. Id. Therefore, we must decide whether the proposed second 

amended complaint states a hybrid section 301/fair representation claim. 

We look first to Mr. Oltmanns’s claim that Local 1475 breached its duty of 

fair representation. Because we conclude that the proposed complaint fails to 

sufficiently allege that Local 1475 breached that duty, we end our analysis there. 

We need not reach the claim that Georgia Stevedore breached a collective 

bargaining agreement, and we do not. Under the duty of fair representation, a 

union “has an obligation to fairly represent the employee during the course of 

grievance proceedings.” Harris v. Schwerman Trucking Co., 668 F.2d 1204, 1206 

(11th Cir. 1982). The union breaches its duty of fair representation when its 

“handling of the grievance was either arbitrary, discriminatory, or in bad faith.” Id.

(quotation marks omitted); see also Air Line Pilots Ass’n, Int’l v. O’Neill, 499 

U.S. 65, 67, 111 S. Ct. 1127, 1130 (1991) (holding that this rule “applies to all 

union activity”). As an initial matter, to the extent Mr. Oltmanns grounds any part 

of his duty of fair representation claim on his allegation that the Port Grievance 

Committee improperly tabled his grievance because of nonexistent pending 

litigation, the proposed complaint contains a fundamental defect. Namely, while 

the proposed complaint says the Port Grievance Committee tabled his grievance

based on that purported falsity, it entirely fails to allege that Local 1475 agreed to,

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advocated for, or even contemplated that decision.6 Without such allegations, we 

cannot say “the union’s handling of the grievance” was arbitrary, discriminatory, 

or in bad faith. See Schwerman Trucking, 668 F.2d at 1206 (emphasis added). 

And even if the proposed complaint alleged that Local 1475 made the decision to 

table Mr. Oltmanns’s grievance based on the nonexistent pending litigation, the 

proposed complaint still does not sufficiently allege that Local 1475’s actions were 

arbitrary, discriminatory, or in bad faith. We address each in turn. 

A union’s actions are arbitrary “only if, in light of the factual and legal 

landscape at the time of the union’s actions, the union’s behavior is so far outside a 

‘wide range of reasonableness’ as to be irrational.” Air Line Pilots, 499 U.S. at 67, 

111 S. Ct. at 1130 (citation omitted). Likewise, a union has “considerable latitude 

in its representation of employees.” Schwerman Trucking, 668 F.2d at 1206. The 

arbitrariness prong prohibits a union from arbitrarily ignoring a meritorious 

grievance or processing it in a perfunctory fashion. Id. On the other hand, as “the 

exclusive agent for all employees,” the union has the “power to sift out frivolous 

grievances” and to “abandon processing of a grievance which it determines in good 

faith to be meritless.” Harris v. Chem. Leaman Tank Lines, Inc., 437 F.2d 167, 

6 Mr. Oltmanns now argues it was the Seniority Board that tabled his grievance, but, as 

noted, this is contrary to the allegations of his complaint. Regardless, Local 1475 members made 

up only half of the Seniority Board, so any decision by the Seniority Board is not necessarily 

attributable to Local 1475. 

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171 (5th Cir. 1971) (per curiam).

7

 Finally, “neither negligence on the part of the 

union nor a mistake in judgment is sufficient to support a claim that the union 

acted in an arbitrary and perfunctory manner.” Schwerman Trucking, 668 F.2d at 

1206. 

Mr. Oltmanns says he plausibly alleges that Local 1475 acted arbitrarily 

because there was a past port practice that allowed him to obtain seniority. Even 

so, when he filed a grievance on that issue, Local 1475 tabled that grievance giving 

the allegedly false explanation that there was pending litigation. Assuming the 

truth of Mr. Oltmanns’s allegations, we still see a couple problems with the 

proposed complaint’s allegations of arbitrary action. First, the proposed complaint 

fails to allege that Local 1475 knew of the pending litigation justification. Without 

this allegation of knowledge on the part of Local 1475, the union could have just as 

easily considered Mr. Oltmanns’s grievance to be frivolous or meritless based on 

its assessment that the governing documents did not provide for crossover 

seniority. This offers a basis by which Local 1475 exercised its power to sift out 

that grievance without arbitrariness. See Chem. Leaman Tank Lines, 437 F.2d at 

171; see also Schwerman Trucking, 668 F.2d at 1206 (noting that the arbitrariness 

prong prohibits a union from arbitrarily ignoring or giving perfunctory review to a 

7 In Bonner v. City of Prichard, 661 F.2d 1206 (11th Cir. 1981) (en banc), this Court 

adopted as binding precedent all decisions of the former Fifth Circuit handed down before 

October 1, 1981. Id. at 1209.

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meritorious grievance). Second, even if we assume Local 1475 knew of the 

pending litigation justification, the complaint does not allege that Local 1475 knew 

that justification was false. Instead, Local 1475 could have made an honest 

mistake and thought there was pending litigation. Such “negligence” or “mistake 

in judgment” is not sufficient to show arbitrariness, particularly in light of the 

“considerable latitude” given to unions in representing employees. See

Schwerman Trucking, 668 F.2d at 1206; see also Air Line Pilots, 499 U.S. at 67, 

111 S. Ct. at 1130 (explaining that a union’s actions are arbitrary only if “the 

union’s behavior is so far outside a ‘wide range of reasonableness’ as to be 

irrational” (citation omitted)). In light of these shortcomings, the proposed 

complaint does not sufficiently allege that Local 1475 acted arbitrarily.8

Moving to the discrimination prong, a plaintiff must show “discrimination 

that is intentional, severe, and unrelated to legitimate union objectives.” 

Amalgamated Ass’n of St., Elec. Ry. & Motor Coach Emps. of Am. v. Lockridge, 

403 U.S. 274, 301, 91 S. Ct. 1909, 1925 (1971). Mr. Oltmanns says he alleges a 

contrast between the application of the crossover seniority rules to other workers 

with the application of those rules to himself. True. Mr. Oltmanns alleges that, 

8 The proposed complaint also alleges in passing that “Local 1475 has failed and refused 

to assert defenses on behalf of Plaintiff.” However, such “allegations are conclusory and not 

entitled to be assumed true.” Iqbal, 556 U.S. at 681, 129 S. Ct. at 1951. For example, the 

complaint does not explain what defenses might have been available to Local 1475 for it to 

assert.

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under the past port practice, other employees have received clerk and checker 

seniority with Local 1475 based on deck and dockmen hours, but that “Mr. 

Oltmanns has not been afforded that right.” However, nowhere does the proposed 

complaint allege that such discrimination was intentional. Intention is required for 

this claim, and without an allegation of intention, the proposed complaint does not 

adequately allege discrimination in violation of the duty of fair representation. See

id. 

Third, to demonstrate bad faith, a plaintiff must show “fraud, deceitful 

action or dishonest conduct.” Id. at 299, 91 S. Ct. at 1924. We are not aware of 

any published decision from our Court expressly requiring allegations of improper 

motive under the bad faith prong. But see Jamison v. Air Line Pilots Ass’n, Int’l, 

635 F. App’x 647, 653–54 (11th Cir. 2015) (per curiam) (unpublished) (indicating 

that the bad faith prong requires “improper intent, purpose, or motive”). 

Nevertheless, all parties here agree that allegations of improper motive are 

required. The parties rely on cases from outside our circuit, which expressly 

recognize that point. See, e.g., Spellacy v. Airline Pilots Ass’n-Int’l, 156 F.3d 120, 

126 (2d Cir. 1998) (“A union acts in bad faith when it acts with an improper intent, 

purpose, or motive. Bad faith encompasses fraud, dishonesty, and other 

intentionally misleading conduct.” (citations omitted)); Crider v. Spectrulite 

Consortium, Inc., 130 F.3d 1238, 1243 (7th Cir. 1997) (“Whereas the arbitrariness 

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analysis looks to the objective adequacy of the Union’s conduct, the discrimination 

and bad faith analyses look to the subjective motivation of the Union officials.”). 

This seems a good place to start. Beyond our sister circuits, it is clear to us that 

such a showing is required under Supreme Court precedent and our usual 

understanding of “bad faith.” All of the examples of bad faith conduct identified in 

Lockridge (“fraud, deceitful action or dishonest conduct”) appear to include, as an 

element, improper motive. Lockridge, 403 U.S. at 299, 91 S. Ct. at 1924

(quotation marks omitted). In any event, the typical understanding of bad faith is 

“[d]ishonesty of belief, purpose, or motive.” Bad Faith, Black’s Law Dictionary 

(11th ed. 2019). Here, Mr. Oltmanns fails to allege that Local 1475 acted with any 

sort of improper motive or purpose. For these reasons, his claim against Local 

1475 for breach of its duty of fair representation fails.

IV. CONCLUSION

The first amended complaint fails to state a hybrid section 301/fair 

representation claim because it includes no claim alleging that Georgia Stevedore 

breached any collective bargaining agreement. While the proposed second 

amended complaint adds that claim, it does not sufficiently allege that Local 1475 

breached its duty of fair representation. It therefore fails to allege a viable hybrid 

section 301/fair representation claim, rendering any amendment futile. We

AFFIRM the District Court’s rulings in full. 

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