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 ELECTRON IC 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

23 rd 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

. 1

_____________________________________________________

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

1 The Clerk of Court is respectfully inst ructed 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 Cour t 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 Contro l Systems, Inc. (“Goodrich”) appeals from the November 9, 2017 judgment of the United Stat es District Court fo r the District of Connecticut (Haight, J. ), compelling Goodrich to arbitr ate its dispute with Appellees International Union, United Automobile, Aero space & Agricultural Im plement Workers of America and its Amalgamated Local 405 (coll ectively, “UAW”). That judgment followed a September 29, 2017 omnibus order denying Goodric h’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 sp ecification 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 summar y 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 oblig ation under the co llective bargaining agreement (“CBA”) it entered into with UAW, b ecause, 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 ob ligor’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 su bstitute 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 th at the one in the position of creditor...had accepted a new debtor...in the place of the” old debtor. (inter nal citation omitted)). Unless the obligee specifically agrees to substitute a third party fo r the original obligor, “the obligee retains his original right against the obligor, even though th e obligor manifests an intention to substitute another obligor in his place and the other purport s to assume the duty.” Restatement (Second) of Contracts § 318, cmt. d (1981).

There is no evidence in the record indicati ng that UAW consented to substitute Triumph for Goodrich, but there is ample evidence that it did not. Goodrich points to a sworn declaration3 from Kenneth Levine, the Senior Director of Gl obal Retirement Strate gy at Goodrich’s parent company, which might, on a generous reading, be interpreted to stat e 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 declar ation speaks only to what the parties “understood” and not whet her UAW actually took any action th at manifested assent to a substitution, as required by Connecticut law. Befo re giving this declaratio n, Levine himself sent a letter affirming that Goodrich’s “pension plan will pay benefits in acco rdance 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 th e correspondence betwee n UAW, Goodrich, and Triumph would be incomprehensible if the part ies all “understood” that Goodrich no longer had any obligations under the CBA.

Goodrich also argues that its dispute with UAW about the post-sal e application of the early retirement provision of the CBA is not subj ect to arbitration. We ag ree with the district court that the dispute is arbitrable.

“In deciding whether a dispute is arbitrable, we must answ er two questions: (1) whether the parties agreed to arbitrate, and, if so, (2) whether the scop e 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 th at 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, In c. 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 disp ute 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 di spute that it does not explicitly exclude. See Litton Financial Printing Division, a Division of Li tton Business Systems, Inc. v. N.L.R.B. , 501 U.S. 190, 209 (1991).

The arbitration clause in the CBA here stat es that the parties ma y commence arbitration “[i]n the event there arises...a dispute or diffe rence of opinion between the Company and any employee or group of employees as to the meani ng 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 is sue here and incorporates by re ference a more extensive ERISAcompliant pension plan (which includes that ear ly 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 Partic ipants and other persons” and “to decide disputes arising under the Plan.” App’x at 88.

Goodrich’s argument that the CBA’s arbitrati on 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 clause s of similar breadth c overed disputes about4 provisions of the CBA pertai ning 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 arb itration created an ambiguity only as to whether a broad arbitration clause governed pension-re lated 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 Goodr ich’s arguments and find them to be without merit. Accordingly, the judgment of th e district court hereby is AFFIRMED.

FOR THE COURT: Catherine O’Hagan Wolfe, Clerk