UNITED STATES DISTRICT COURT 

 SOUTHERN DISTRICT OF OHIO 

 WESTERN DIVISION AT DAYTON 

 

Dayton Heidelberg Distributing Co., 

Plaintiff,

v. Case No. 3:18-cv-294 

Judge Thomas M. Rose 

Local Union No. 957, International 

Brotherhood of Teamsters, 

Defendant.

ENTRY AND ORDER DENYING PLAINTIFF’S MOTION 

FOR SUMMARY JUDGMENT, DOC 14, AND GRANTING IN 

PART DEFENDANT’S COUNTERCLAIM FOR SUMMARY 

JUDGMENT, DOC 17. THE ARBITRATION AWARD IN 

FAVOR OF THE UNION IS ENFORCED BUT 

DEFENDANT’S MOTION FOR ATTORNEY’S FEES IS 

DENIED. DEFENDANT IS GRANTED UNTIL AUGUST 2, 

2019 TO SUBMIT A DRAFT JUDGMENT ENTRY IN 

CONFORMITY WITH THIS ORDER AND ENTRY 

TERMINATING THE CASE. 

Before the Court is a Motion for Summary filed by Plaintiff Dayton Heidelberg 

Distributing Co. (Doc 14), and a Motion for Summary Judgment filed by Defendant Local Union 

No. 957, International Brotherhood of Teamsters. (Doc 17). Plaintiff seeks summary judgment to 

vacate an arbitration award granted to the Defendant. Defendant seeks summary judgment to 

enforce the arbitration award and further claims they are entitled to attorney’s fees under Section 

301 of the Labor Management Relations Act, 29 U.S.C. § 185. The parties are largely in 

agreement regarding the facts. Because Plaintiff’s case fails to meet the Sixth Circuit standards 
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to vacate an arbitration award set forth in Michigan Family Resources, Inc. v. SEIU Local 517M, 

475 F.3d 746 (6th Cir. 2007), the Plaintiff’s Motion for Summary Judgment to vacate the 

arbitration award is denied and the Defendant’s motion will be granted in part. 

I. Background 

 Plaintiff Dayton Heidelberg Distributing Co., hereinafter referred to as “Heidelberg” or 

“the Company”, operates seven wholesale beverage distribution facilities in Ohio and employs 

approximately 1,500 employees. (Doc. 14, PageID 511). Defendant, Local Union No. 957, 

hereinafter referred to as “the Union” or “Local No. 957”, is a labor organization as defined 

under 29 U.S.C. § 152(5) affiliated with the International Brotherhood of Teamsters, which 

represents certain Heidelberg employees as their exclusive collective bargaining representative. 

(Doc. 6, PageID 167). In 2015, Heidelberg began negotiations with several local unions, 

including Local No. 957, on a new collective bargaining agreement. (Doc. 1, PageID 3). The 

final CBA, which became effective on June 21, 2015 and expired on March 2, 2019, included 

provisions governing healthcare benefits and grievance arbitration procedures. (Id. at PageID 2-

4). 

 Article XVII of the 2015 CBA, entitled “HEALTH AND WELFARE” memorialized the 

agreement between Heidelberg and the Union regarding the healthcare plans and benefits 

provided to Union-member employees. (Doc 13-1, PageID 292-93). Article XVII, Section 2 

stipulated that Heidelberg will provide insurance for employees and their dependents, that 

employees will not be responsible for “any premium cost sharing amounts,” with the caveat that 

Heidelberg, “reserves the unilateral right to modify or discontinue any and all such benefits, 

provided the Employer does so in the same manner as affects the non-represented employees,” 
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without a duty to bargain with the Union regarding those decisions. (Id. at PageID 293). Article 

VI of the 2015 CBA dictated the grievance procedures agreed upon by Heidelberg and the 

Union. (Id. at PageID 277). If a grievance was reported and could not be resolved through 

internal measures, the issue was to be referred to an arbitrator. Id. Under Article VI(e), the 

arbitrator had the authority to make a “final and binding decision” on the issue, provided the 

arbitrator’s award did not “add to or modify the terms of this Agreement.” (Id. at PageID 278). 

 On August 11, 2017, Heidelberg sent a letter to their employees informing them that 

beginning on September 1, 2017 the company would be assessing a spousal surcharge for any 

employee whose spouse chose to be covered through the Heidelberg insurance plan despite 

access to healthcare through their own employer. (Doc. 13-3, PageID 341). The Union filed a 

grievance in response claiming that the imposition of a working spouse surcharge violated 

Article XVII of the 2015 CBA, among other provisions. (Doc. 13-2). Ultimately the grievance 

was referred to Arbitrator Donald Cohen, in accordance with Article VI of the 2015 CBA. (Doc 

1, PageID 6). 

 After hearing testimony and reviewing evidence provided by both the Union and 

Heidelberg, Arbitrator Cohen issued a decision and award on May 31, 2018, hereinafter referred 

to as “the Award." (Id.; Doc 6, PageID 168). The issue, as articulated by Arbitrator Cohen in his 

award was, “Did the Company violate the 2015-19 collective-bargaining agreement when it 

implemented a spousal surcharge on September 1, 2017? If so, what is the appropriate remedy?” 

(Doc 13-13, PageID 502). Arbitrator Cohen’s award sustained the Union’s grievance, concluding 

that spouses are beneficiaries of the contract and the spousal surcharge is a premium cost sharing 

amount for which employees cannot be responsible under Article XVII of the 2015 CBA; thus, 
4 

Heidelberg violated the 2015 CBA. (Doc 13-13, PageID 506-507). In reaching this conclusion, 

Arbitrator Cohen relied on the language of the 2015 CBA as well as Heidelberg’s past practices 

by reviewing the 2011 CBA and the company’s practice under the 2015 CBA prior to the 

implementation of the spousal surcharge. (Id. at PageID 505-506). Finally, the Award requires 

Heidelberg cease the assessment of the spousal surcharge and reimburse any payments made “for 

spousal coverage from the date of the institution of such charges.” (Id. at PageID 507). 

 Following the issuance of the Award, on February 1, 2019, Heidelberg filed the 

Complaint now before this Court. Later that day, the Union filed its Counterclaim, which is also 

now before this Court. 

II. Standard 

A. Motions for Summary Judgment 

 Rule 56 of the Federal Rules of Civil Procedure governs the standard for summary 

judgment, stating that summary judgment is proper when the moving party “show[s] that there is 

no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of 

law.” Fed. R. Civ. P. 56(a). Genuine issues of material fact exist when the record “taken as a 

whole could not lead a rational trier of fact to find for the non-moving party.” Matsushita Elec. 

Indus., Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). Additionally, a court must 

determine “whether the evidence presents a sufficient disagreement to require submission to a 

jury or whether it is so one-sided that one party must prevail as a matter of law.” Anderson v. 

Liberty Lobby, Inc., 477 U.S. 242, 251-52 (1986). Finally, in motions for summary judgment, the 

evidence is construed and all reasonable inferences are drawn in favor of the nonmoving party. 

Hawkins v. Anheuser-Busch, Inc., 517 F.3d 321, 332 (6th Cir. 2008). Summary judgment is 
5 

denied when “there are any genuine factual issues that properly can be resolved only by a finder 

of fact because they may reasonably be resolved in favor of either party.” Anderson, 477 U.S. at 

250. Consequently, summary judgment is necessary “against a party who fails to make a 

showing sufficient to establish the existence of an element essential to that party’s case, and on 

which that party will bear the burden of proof at trial.” Celotex Corp. v. Catrett, 477 U.S. 317, 

322 (1986). 

B. Review of Arbitration Awards 

Federal courts view arbitration awards with an extremely deferential gaze. Judicial 

review of arbitration awards is limited to ensuring that the collective bargaining agreement 

commits the dispute to arbitration, that the decision was not procured through fraud or 

dishonesty, and that the award did not simply reflect the arbitrator’s own notions of “industrial 

justice.” Michigan Family Resources, Inc. v. Service Employees International Union Local 

517M, 475 F.3d 746, 752 (6th Cir. 2007) (citing United Paperworkers International Union, AFLCIO v. Misco, Inc., 484 U.S. 29, 38 (1987)), en banc, cert. denied, 551 U.S. 1132 (2007). In 

situations where an agreement submits a dispute to arbitration, any questions of contract 

interpretation are for the arbitrator, not the courts. United Steelworkers of America v. American 

Manufacturing Co., 363 U.S. 564, 568 (1960). As interpretation is left to the arbitrator, the courts 

are not to consider the merits of a grievance, which includes the validity of the claim or analysis 

of whether there is language in the agreement to support the claim. Id.

The Sixth Circuit has established a three part test for courts to use when reviewing 

arbitration awards. Mich. Family at 753. First, the court must examine whether the arbitrator 

acted “outside his authority” by “resolving a dispute not committed to arbitration.” Id. Second, 
6 

the court must determine if the arbitrator committed fraud, acted dishonestly, or had a conflict of 

interest that would influence the issuance of the award. Id. Third, the court must establish that 

the arbitrator’s resolution of legal or factual disputes constituted “arguably construing or 

applying the contract.” Id. If the award does not offend these three requirements, the judiciary 

should not intervene by vacating the award. Id.

To determine the scope of an arbitrator’s authority, the courts must turn to the collective 

bargaining agreement. American Mfg. Co. at 568. An arbitrator does not exceed their authority 

simply by making an interpretive error; they exceed their “authority only when the collective 

bargaining agreement does not commit the dispute to arbitration.” Mich. Family at 756. Doubts 

regarding the inclusion of a particular dispute within the scope of the CBA “should be resolved 

in favor of coverage” rather than exclusion. United Steelworkers of America v. Warrior & Gulf 

Navigation Co., 363 U.S. 574, 583 (1960). The Supreme Court and Sixth Circuit grounded the 

presumption in favor of coverage in the idea that the parties bargained for the judgment of an 

arbitrator, not the courts, when they chose to include an arbitration agreement in their collective 

bargaining agreement. American Mfg. Co. at 568. 

To establish that the arbitrator was “arguably construing or applying the contract,” the 

arbitrator must appear to be engaged in interpretation. Mich. Family at 753. However, the 

arbitrator must not “dispense his own brand of industrial justice;” therefore, the interpretation is 

only valid “so long as it draws its essence from the collective bargaining agreement.” United 

Steelworkers of America v. Enterprise Wheel & Car Corp., 363 U.S. 593, 597 (1960). Courts can 

find that an arbitrator dispensed his own brand of “industrial justice” when the award is “so 

untethered to” the language of the agreement “that it would cast doubt upon whether the 
7 

arbitrator was indeed engaged in interpretation.” Mich. Family at 753. At that point, the courts 

can consider the merits of the case; however, such situations are rare. Id. In most cases, 

“improvident, even silly fact-finding” which leads to a “serious error” of interpretation “does not 

suffice to overturn” an arbitrator’s decision. Misco at 38-39. Instead, an arbitrator appearing to 

engage in interpretation will suffice to enforce an award, “and if there is doubt we will presume 

that the arbitrator was doing just that.” Mich. Family at 753. 

III. Analysis 

 The material facts are not in dispute in this case. Both parties stipulate to the record of 

arbitration proceedings, including the 2015 CBA, the Award, and other documents Arbitrator 

Cohen used in forming his decision with regards to the spousal surcharge. Doc 13. Whether an 

arbitration award should be vacated or enforced is a question of law. Shelby Cty. Healthcare 

Corp. v. American Fed’n of State, Cty., & Mun. Emps., Local 1733, 967 F.2d 1091, 1094 (6th 

Cir. 1992). As all material facts have been stipulated to and only an issue of law remains, 

summary judgment is appropriate in this case. 

Heidelberg’s motion for summary judgment, filed on February 1, 2019, asks the Court to 

vacate the Award, arguing it “conflicts with the express terms of the 2015 CBA and that 

Arbitrator Cohen exceeded the scope of his authority.” (Doc 14, PageID 511-518). The Union’s 

counterclaim for summary judgment, also filed on February 1, 2019, asks the Court to enforce 

the award, arguing that Arbitrator Cohen interpreted the terms of the contract, and that his 

interpretation was within the scope of his authority. (Doc 17, PageID 540-42). Since neither 

party raised a claim regarding fraud or dishonesty on the part of the arbitrator, only the first and 

third Michigan Family factors are at issue.
8 

The third prong of the Michigan Family standard, which will be addressed first, demands 

a showing of interpretation which draws its essence from the contract. Heidelberg submits that 

both “dependents” and “premium” have clear, plain, and unambiguous meaning in the context of 

healthcare insurance and the contract. (Doc 14, PageID 521, 522). Logically, terms with clear 

and unambiguous meaning do not require interpretation. The Union counters this argument by 

indicating that the 2015 CBA itself does not explicitly define “dependent” or “premium”, or cite 

specific laws or regulations to contextualize its use of those terms. (Doc 19, PageID 720). 

Therefore, their meaning cannot be clear, plain, and unambiguous, so the terms are susceptible to 

interpretation by Arbitrator Cohen. Id.

In Michigan Family, the Sixth Circuit made clear that ambiguity exists when an 

agreement is “utterly silent” on the issue at hand, and the arbitrator is consequently required “to 

engage in construction of the agreement.” Mich. Family at 755. The arbitrator’s construction of 

the agreement was permissible, held the Sixth Circuit, because the arbitrator’s opinion “refers to, 

quotes from and analyzes the pertinent provisions of the agreement, and at no point does he say 

anything indicating that he was doing anything other than trying to reach a good-faith 

interpretation of the contract.” Id. at 754. In the face of ambiguity, the arbitrator searched for 

“other indicators of meaning” and used those indicators to inform the interpretation. Id. at 755. 

Arbitrator Cohen’s award bears the hallmarks of contract interpretation. He compares the 

Union’s argument in favor of applying the common meaning of dependents alongside 

Heidelberg’s argument in favor of applying the IRS meaning of dependents. (Doc 13-13, PageID 

505). He examines how Heidelberg’s enrollment application, the 2011 and 2015 CBA 

Memorandum of Agreement for retirees’ healthcare, and past practice under the 2011 and 2015 
9 

CBAs differentiate between spouses and dependents. (Doc 13-13, PageID 505-06). Taking all 

those factors into consideration, Arbitrator Cohen employs expressio unis, a legal canon of 

interpretation, to find that Heidelberg clearly did not intend to exclude spouses from coverage. 

Id. Likewise, Arbitrator Cohen directly refers to specific sections and language from the 2015 

CBA, past practice, and a dictionary in reaching his interpretation of “premium cost sharing 

amount” to include the spousal surcharge. Id. References to legal canons of interpretation, 

language from the CBA, past practice, and dictionaries indicate interpretation of the meaning of 

“dependent” and “premium” drawn from the essence of the contract. The merits of those 

interpretations are not for the Court to consider. 

The other prong of the Michigan Family test at issue in this case addresses whether the 

Award was within the scope of the arbitrator’s authority. Neither party contests that the 2015 

CBA submits unresolved grievances to final and binding arbitration, nor that the arbitrator is 

forbidden from adding terms to the agreement. Heidelberg claims that Arbitrator Cohen 

exceeded his agreed-upon authority and imposed his own brand of industrial justice by 

classifying spouses as “beneficiaries,” an added class of healthcare eligible recipients not 

included in the 2015 CBA. (Doc 14, PageID 516-17). According to the Union, Arbitrator’s 

Cohen acted within the scope of his authority because the term “beneficiaries” is used in the 

Award synonymously with “dependents” to indicate that spouses are properly the recipients of 

benefits under the 2015 CBA and therefore does not constitute an addition to the CBA. (Doc 17, 

PageID 549-50). 

 To support their position Heidelberg argues that “dependents has a clear and 

unambiguous meaning in the context of healthcare insurance” which excludes spouses, pointing 
10 

to the term’s meaning in the Affordable Care Act and the Internal Revenue Code. (Doc 14, 

PageID 521). The company then cites Lourdes Medical Center of Burlington County v. JNESO, 

where a New Jersey district court vacated an arbitration award because the arbitrator wrote a new 

definition of “layoff” into a collective bargaining agreement which included an express 

definition of the term. Lourdes Med. Ctr. v. JNESO, Case No. 04-4494 (JCL), 2007 U.S. Dist. 

LEXIS 25458, *29-17 (D.N.J. Apr. 4, 2007). 

However, Lourdes is distinct from the case at bar. The agreement in Lourdes included an 

express definition of “layoff”, whereas the 2015 CBA between Heidelberg and the Union 

included no such definition of “dependents.” Without an express, contractual definition of 

“dependents,” the meaning of the term in context of the agreement is left open to interpretation 

by the arbitrator. In the Award, Arbitrator Cohen acknowledges Heidelberg’s argument 

regarding the meaning of “dependents” but declines to adopt it, instead interpreting the 

agreement to cover spousal healthcare benefits. (Doc 13-13, PageID 505-506). A simpler term to 

describe any recipient of healthcare benefits is a “beneficiary.” The beneficiaries of the 2015 

CBA’s healthcare provision are the Union members and their dependents. Arbitrator Cohen did 

not add a new term into the 2015 CBA by calling spouses “beneficiaries” but rather used it 

interchangeably with “dependents” to describe the status of spouses. Therefore, Arbitrator Cohen 

interpreted within the scope of his authority. Since he interpreted “dependents” rather than added 

“beneficiaries,” and the interpretation was drawn from the essence of the contract, it cannot be 

said that Arbitrator Cohen was dispensing his own brand of industrial justice by utilizing the 

word “beneficiaries.” 
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In addition to enforcement of the Award, the Union also claims that the Court may grant 

attorney’s fees and costs under its general equity powers in a case brought under §301(a) of the 

Labor Management Relations Act, 29 U.S.C. §185, for a claim that is in bad faith, vexatious, 

wanton, or brought for oppressive reasons. (Doc 17, PageID 551). The Union argues that 

Heidelberg’s complaint and refusal to comply with the Award is vexatious and in bad faith; 

additionally, there is “no objectively reasonable basis” for Heidelberg to argue that Arbitrator 

Cohen exceeded the scope of his authority. Id. at PageID 553. In response, Heidelberg highlights 

that the Labor Management Relations Act (LMRA) contains no fee shifting provision, leaving 

the Union with a common law theory and several out of circuit cases. (Doc 18, PageID 714). 

The majority of the cases cited by the Union to support their position are distinct from the 

present situation. In Local 285, Service Employees Int’l Union v. Nonotuck Resources Assocs., 

Inc., the First Circuit awarded fees and costs because the company’s refusal to proceed to 

arbitration was unreasonable. Local 285, Serv. Emps. Int’l Union v. Nonotuck Res. Assocs., Inc., 

64 F.3d 735, 742 (1st Cir. 1995). Unlike Nonotuck, Heidelberg consented to arbitration and is 

questioning the propriety of the Award rather than unduly holding up the arbitration process 

itself. The Union also relies heavily on Dreis & Krump Manufacturing. Co. v. International 

Association of Machinists wherein the Seventh Circuit awarded fees and costs to the union under 

Rule 11 of the Federal Rules of Civil Procedure for an employer’s action to vacate an arbitration 

award which was barred by the statute of limitations. Dreis & Krump Mfg. Co. v. Int’l Ass’n of 

Machinists, Dist. No. 8, 802 F.2d 247, 254-55 (7th Cir. 1986). Unlike in Dreis & Krump, the 

Union in the present case did not bring a claim for attorney’s fees under Rule 11 nor was 
12 

Heidelberg’s claim barred by the statute of limitations, therefore the Union cannot be awarded 

attorney’s fees through that analogy. 

There is no evidence of bad faith on the part of Heidelberg and there is a sufficiently 

reasonable basis for Heidelberg’s argument regarding the scope of Arbitrator Cohen’s authority; 

therefore, the Union’s claim to attorney’s fees must be denied. In Monroe Auto Equipment Co. v. 

United Auto Workers, the only Sixth Circuit attorney’s fees case cited by the Union, the court 

found that Monroe’s claim to vacate an arbitration award was brought in good faith and 

overturned the district court’s award of attorney’s fees on those grounds. Monroe Auto 

Equipment Co. v. United Auto Workers, 981 F.2d 261, 270 (6th Cir. 1992). Monroe’s consistent 

acknowledgement of the court’s limited scope of review, arguments that the award did not draw 

its essence from the agreement and failed to apply explicit terms of the agreement, and efforts to 

analogize their case to precedent illustrated that they did not act in bad faith. Monroe Auto 

Equipment at 270. Similar to Monroe, Heidelberg consistently acknowledged the Court’s 

boundaries as set by Michigan Family, cited cases such as Lourdes as precedent, and made 

reasonable, good faith arguments that Arbitrator Cohen exceeded his authority by using the term 

“beneficiaries” and did not apply the plain definitions of “dependents” and “premium”. The mere 

fact that Heidelberg brought a claim asking the Court to vacate the Award is not sufficient to 

show bad faith. 

V. Conclusion 

Because Plaintiff Heidelberg failed to show that Arbitrator Cohen violated the Michigan 

Family Resources factors in issuing the arbitration Award, Plaintiff’s Motion for Summary 

Judgment to Vacate Arbitration Decision and Award (Doc 14) is DENIED. Defendant’s 
13

Counterclaim Motion for Summary Judgment (Doc 17) is GRANTED with regards to the 

enforcement of the arbitration award but DENIED with regards to the award of attorney’s fees. 

Defendant is GRANTED until August 2, 2019 to submit a draft judgment entry to the Court in 

conformity with this order and entry terminating the case.1

 

s/Thomas M. Rose 

 ________________________________ 

THOMAS M. ROSE 

 UNITED STATES DISTRICT JUDGE 

 

1 The Court acknowledges the valuable contribution and assistance of judicial intern Mercedes C. Ramsey in 

drafting this opinion.