17-3737-cv 

Goodrich Pump & Engine Control Systems, Inc. v. UAW

 

UNITED STATES COURT OF APPEALS 

FOR THE SECOND CIRCUIT 

SUMMARY ORDER 

RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A 

SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED 

BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. 

WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY 

MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE 

NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY 

OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL. 

 At a stated Term of the United States Court of Appeals for the Second Circuit, held at the 

Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the 

23rd day of May, two thousand eighteen. 

Present: ROSEMARY S. POOLER, 

 RICHARD C. WESLEY, 

 RAYMOND J. LOHIER, JR., 

 Circuit Judges. 

_____________________________________________________ 

GOODRICH PUMP & ENGINE 

CONTROL SYSTEMS, INC., A 

DELAWARE CORPORATION, 

 Defendant-Appellant,

 v. 17-3737-cv 

INTERNATIONAL UNION UNITED 

AUTOMOBILE AEROSPACE & 

AGRICULTURAL IMPLEMENT 

WORKERS OF AMERICA & 

AMALGAMATED LOCAL 405, 

 Plaintiffs-Appellees.

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_____________________________________________________ 

 

Appearing for Appellant: John W. Cerreta, Day Pitney LLP, Harford, CT. 

 

1

 The Clerk of Court is respectfully instructed to amend the caption as above. 
2 

Appearing for Appellees: Thomas W. Meiklejohn, Livingston Adler Pulda Meiklejohn & 

Kelly, Hartford, CT. 

Appeal from the United States District Court for the District of Connecticut (Haight, J.). 

ON CONSIDERATION WHEREOF, IT IS HEREBY ORDERED, ADJUDGED, 

AND DECREED that the judgment of said District Court be and it hereby is AFFIRMED. 

 Appellant Goodrich Pump & Engine Control Systems, Inc. (“Goodrich”) appeals from 

the November 9, 2017 judgment of the United States District Court for the District of 

Connecticut (Haight, J.), compelling Goodrich to arbitrate its dispute with Appellees 

International Union, United Automobile, Aerospace & Agricultural Implement Workers of 

America and its Amalgamated Local 405 (collectively, “UAW”). That judgment followed a 

September 29, 2017 omnibus order denying Goodrich’s motion to dismiss and granting UAW’s 

cross-motion for summary judgment. We assume the parties’ familiarity with the underlying 

facts, procedural history, and specification of issues for review. 

We review decisions to compel arbitration de novo. See United Steel Local 4-5025 v. E.I. 

DuPont de Nemours & Co., 565 F.3d 99, 101 (2d Cir. 2009). Because the decision to grant 

arbitration was made via summary judgment we will affirm only if we conclude that the 

undisputed facts entitle UAW to judgment as a matter of law. See Process America, Inc. v. 

Cynergy Holdings, LLC, 839 F.3d 125, 133 (2d Cir. 2016). 

Goodrich argues it no longer has any obligation under the collective bargaining 

agreement (“CBA”) it entered into with UAW, because, when Goodrich sold the Hartford plant 

to Triumph Corporation, the parties agreed to “substitute Triumph for Goodrich as the party 

bound by the CBA and its arbitration provisions.” Appellant’s Br. at 38. The district court 

properly rejected this argument. 

Under applicable Connecticut law, see Lerner v. Amalgamated Clothing and Textile 

Workers Union, 938 F.2d 2, 5 (2d Cir. 1991), it is well established that “[t]he promise by a third 

party to assume the duty of a prior obligor is ordinarily presumed to be in addition to, rather than 

in substitution for, the obligor’s original duty.” Soneco Services, Inc. v. Bella Construction Co., 

175 Conn. 299, 300-01 (1978); see also Association Resources, Inc. v. Wall, 298 Conn. 145, 

189-90 (2010) (requiring a showing of intent to substitute parties or obligations rather than add 

to obligations); Ryder v. Washington Mutual Bank, F.A., 501 F. Supp. 2d 311, 318-19 (D. Conn. 

2007) (same); Mace v. Conde Nast Publications, Inc., 155 Conn. 680, 688 (1967) 

(“‘Novation’...requires proof that the one in the position of creditor...had accepted a new 

debtor...in the place of the” old debtor. (internal citation omitted)). Unless the obligee 

specifically agrees to substitute a third party for the original obligor, “the obligee retains his 

original right against the obligor, even though the obligor manifests an intention to substitute 

another obligor in his place and the other purports to assume the duty.” Restatement (Second) of 

Contracts § 318, cmt. d (1981). 

There is no evidence in the record indicating that UAW consented to substitute Triumph 

for Goodrich, but there is ample evidence that it did not. Goodrich points to a sworn declaration 
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from Kenneth Levine, the Senior Director of Global Retirement Strategy at Goodrich’s parent 

company, which might, on a generous reading, be interpreted to state that all parties 

“understood” that Triumph was substituted for Goodrich. App’x at 288. Even if we were to give 

it the reading most favorable to Goodrich, however, Levine’s declaration speaks only to what the 

parties “understood” and not whether UAW actually took any action that manifested assent to a 

substitution, as required by Connecticut law. Before giving this declaration, Levine himself sent 

a letter affirming that Goodrich’s “pension plan will pay benefits in accordance with the plan 

provisions, including the pension multiplier, in effect at the time of the closing date of the 

sale...” App’x at 297. Indeed, much of the correspondence between UAW, Goodrich, and 

Triumph would be incomprehensible if the parties all “understood” that Goodrich no longer had 

any obligations under the CBA. 

Goodrich also argues that its dispute with UAW about the post-sale application of the 

early retirement provision of the CBA is not subject to arbitration. We agree with the district 

court that the dispute is arbitrable. 

“In deciding whether a dispute is arbitrable, we must answer two questions: (1) whether 

the parties agreed to arbitrate, and, if so, (2) whether the scope of that agreement encompasses 

the claims at issue.” Holick v. Cellular Sales of New York, LLC, 802 F.3d 391, 394 (2d Cir. 

2015) (quotation marks omitted). There is no question that the parties have agreed to arbitrate, so 

this case presents purely a dispute about scope. Because “a collective bargaining agreement is 

not an ordinary contract,” John Wiley & Sons, Inc. v. Livingston, 376 U.S. 543, 550 (1964), when 

there is an arbitration clause in a CBA, “[d]oubts [about scope] should be resolved in favor of 

coverage.” United Steelworkers of America v. Warrior & Gulf Navigation Co., 363 U.S. 574, 

583 (1960). To conclude that a dispute is not arbitrable, a court should have “positive assurance 

that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute.” 

Id. at 582-83. So long as the arbitration clause is “broad” and not explicitly limited to certain 

matters, it should be read to cover every dispute that it does not explicitly exclude. See Litton 

Financial Printing Division, a Division of Litton Business Systems, Inc. v. N.L.R.B., 501 U.S. 

190, 209 (1991). 

The arbitration clause in the CBA here states that the parties may commence arbitration 

“[i]n the event there arises...a dispute or difference of opinion between the Company and any 

employee or group of employees as to the meaning and interpretation, or the application of an 

interpretation of a particular provision or provisions” of the CBA, with certain exceptions not 

relevant here. App’x at 200. The CBA also provides at least one of the formulas for calculating 

early retirement benefits at issue here and incorporates by reference a more extensive ERISAcompliant pension plan (which includes that early retirement provision). That pension plan 

creates a “Benefit Design and Administration Committee” that “shall have full discretionary 

authority with respect to the interpretation of the Plan,” including “to determine the rights and 

status under the Plan of Participants and other persons” and “to decide disputes arising under the 

Plan.” App’x at 88. 

Goodrich’s argument that the CBA’s arbitration clause is trumped entirely by the dispute 

resolution procedure in the incorporated pension plan is foreclosed by our prior decisions. We 

have previously found that arbitration clauses of similar breadth covered disputes about 
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provisions of the CBA pertaining to pension benefits. See United Steel, 565 F.3d at 102; 

Schweizer Aircraft Corp. v. Local 1752, UAW, 29 F.3d 83, 86 (2d Cir. 1994); Bressette v. Int’l 

Talc Co., 527 F.2d 211, 215-16 (2d Cir. 1975). We have done so without regard to whether those 

provisions of the CBA were also incorporated into the pension plan, which had a separate dispute 

resolution process. United Steel, 565 F.3d at 102; Schweizer, 29 F.3d at 86; Bressette, 527 F.2d 

at 216. Indeed, in Bressette, we concluded that an incorporated pension plan that explicitly 

excluded pension disputes from grievance or arbitration created an ambiguity only as to whether 

a broad arbitration clause governed pension-related provisions of the CBA. 527 F.2d at 216. And 

ambiguities, such as the one that arguably exists here, are resolved in favor of arbitration. 

 We have considered the remainder of Goodrich’s arguments and find them to be without 

merit. Accordingly, the judgment of the district court hereby is AFFIRMED. 

 FOR THE COURT: 

 Catherine O’Hagan Wolfe, Clerk