In the

United States Court of Appeals

For the Seventh Circuit ____________

No. 07-1688

UNITED STEEL, PAPER AND FORESTRY, RUBBER,

MANUFACTURING, ENERGY, ALLIED INDUSTRIAL AND

SERVICE WORKERS INTERNATIONAL UNION,

Plaintiff-Appellee,

v.

TRIMAS CORPORATION,

Defendant-Appellant.

____________

Appeal from the United States District Court

for the Northern District of Indiana, Fort Wayne Division.

No. 06 C 32—Theresa L. Springmann, Judge.

____________

ARGUED NOVEMBER 29, 2007—DECIDED JULY 3, 2008

____________

Before CUDAHY, POSNER, and EVANS, Circuit Judges.

CUDAHY, Circuit Judge. The defendant TriMas Corporation (TriMas) owns a number of heavy manufacturing

plants in the Midwest. In July 2003, it signed a neutrality agreement with an organization whose name is a

“mouthful”—the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service

Workers International Union (Union). In essence, TriMas

agreed to cooperate with Union efforts to organize its

workforce, at least within certain parameters. The agree-
2 No. 07-1688

ment specified that any disputes regarding the terms of

the agreement would be settled by arbitration.

In 2005, the Union informed TriMas of its intention to

organize the Rieke plant, a TriMas facility in Auburn,

Indiana. The Union believes that the Rieke plant is a

“covered workplace” subject to the provisions of the

agreement requiring neutrality. TriMas, however, refused to accord neutrality to the Union. TriMas claimed

that the plain language of the neutrality agreement was

not controlling because the neutrality agreement had

been modified by an oral side agreement. The modified

agreement applied to only three or four plants, it argued,

and the Rieke plant was not one of them. When the

Union insisted that they submit the dispute to arbitration,

TriMas again refused. It characterized the dispute as one

involving the “scope” of the agreement itself and so

claimed that it had no duty to submit it to arbitration.

The Union then brought this action in federal court to

compel arbitration under the Labor-Management Relations Act (LMRA). See 29 U.S.C. § 185(a). The parties

filed cross-motions for summary judgement, and the

district court granted the Union’s motion. TriMas now

appeals, claiming that the district court “ignored” the

extrinsic evidence that would have established the existence of the side agreement. We believe that the district

court was correct in finding that the dispute was

covered by the language of the arbitration clause and in

leaving consideration of the extrinsic evidence to the

arbitrator.

I.

Heartland Industrial Partners (Heartland) is an investment banking fund that was set up to facilitate invest-
No. 07-1688 3

1 We speak roughly here; the provisions in the Heartland

Agreement are more precise. A “covered business enterprise”

is defined as “any business enterprise in which Heartland,

directly or indirectly: (1) owns more than 50 percent of the

common stock; (ii) controls more than 50 percent of the

voting power, or (iii) has the power, based on contracts, constituent documents or other means, to direct the management and policies of the enterprise.”

ments in the heavily unionized “smokestack” industries

of the Midwest. Heartland’s president, David Stockton,

wanted to foster a positive relationship with the Union

and sought an early agreement on neutrality with respect

to organizing matters. Stockman met with Ron Bloom,

the Special Assistant to the President of the Union,

whom Stockman knew from the days when they both

worked as investment bankers. On November 27, 2000,

Heartland signed a neutrality agreement with the Union

(Heartland Agreement), which actually consisted of a

long letter from Stockman to Union President Leo Girard

as well as a framework agreement. Heartland agreed to

remain neutral during union organizing efforts and to

recognize a union if a majority of employees signed

cards authorizing the Union to represent them. The

Heartland Agreement also provided that it would be

binding on business enterprises that Heartland owned,

directed or controlled.1

 Heartland also agreed that,

when new companies came under Heartland control,

Heartland would direct them to execute their own neutrality agreements with the Union. For example, when Heartland acquired control of a company called Metaldyne

Corporation (Metaldyne), Metaldyne immediately executed its own neutrality agreement with the Union.
4 No. 07-1688

In early 2002, the Union launched a campaign to

organize workers at a Metaldyne plant in Hamburg,

Michigan. Although the drive was ultimately successful,

it left a bitter feeling on both sides. The Union claimed

that Metaldyne had not cooperated during its organizing

efforts, while Metaldyne complained that the Union had

not given it proper warning before beginning the campaign. If it had been given proper warning, Metaldyne

claimed, it could have warned the Union that sentiment

at the Hamburg plant was more staunchly anti-union than

at other plants.

In late September 2002, Stockman and Bloom began

discussing ways to avoid a repetition of the Hamburg

debacle. They reached an informal agreement regarding

the “sequencing” of future organizing drives in order

to ensure that the plants targeted for organizing were

amenable to such efforts. A series of meetings and conference calls followed. Stockman sent a memorandum

that outlined the sequencing arrangement to key officials throughout his company. Stan Johnson, then the

Director of Organizing for the Union, also sent out a

memorandum to his colleagues. On October 31, 2002, the

key players met at the Detroit Airport to finalize these

plans. In preparation for the meeting, Stockman had

composed a memorandum that reflected his understanding of the agreements made with Bloom (Airport

Memorandum). The memorandum was distributed to all

the parties at the airport meeting. The union never

signed it, however, and no other written agreement was

executed as a result of the meeting. As we shall see, the

parties dispute the precise nature of the agreement

reached at the Detroit Airport. TriMas claims that the

parties agreed to narrow the application of the Heartland
No. 07-1688 5

Agreement to a short list of plants, while the Union claims

that the parties agreed informally on the order in which

the first plants would be organized.

TriMas Corporation was created as a spin-off from

Metaldyne shortly before the airport meeting, which

TriMas President Grant Beard attended. TriMas is a

subsidiary of Heartland and, on July 11, 2003, more than

eight months after the airport meeting, TriMas and

the Union executed a neutrality agreement. The TriMas

Neutrality Agreement consisted of two complimentary

agreements: the “Framework for a Constructive Bargaining Relationship” (Framework Agreement) and a

side letter agreement (Side Letter). The text of this agreement is similar to the Heartland Agreement. It includes

an arbitration clause that reads, in relevant part, as follows:

“Any alleged violation or dispute involving the terms of

this Framework Agreement may be brought to [arbitration].” Like the Heartland Agreement, it also contains

an integration clause that forbids oral modifications to

the contract.

But things did not go smoothly. In the summer of 2004,

the parties had a dispute over the applicability of the

TriMas Agreement to a TriMas plant in Frankfort, Indiana. TriMas refused to cooperate with Union efforts to

organize the plant. The parties also disagreed in September 2004 about the Agreement’s applicability to a TriMas

plant in Houston, Texas. The Union filed a grievance

under the dispute resolution provisions of the Agreement

but TriMas refused to go to arbitration. TriMas insisted

that the TriMas Agreement applied only to the three

plants agreed upon at the airport meeting (Goshen, Wood

Dale and Longview) and one plant agreed upon at a later

date (Frankfort). TriMas asserted that it had no duty to
6 No. 07-1688

arbitrate the applicability of the agreement to other plants.

The Frankfort suit was settled on April 7, 2005, although both parties still clung to their own interpretations of the Neutrality Agreement.

TriMas owned a subsidiary, Rieke Corporation, which

operated a manufacturing facility in Auburn, Indiana. The

Union tried to get assurances from TriMas that it would

remain neutral during the effort at Rieke, but TriMas

officials refused. TriMas also refused to submit the dispute

to arbitration.

On February 1, 2006, the Union filed the present action

under § 301 of the LMRA to compel TriMas to submit to

arbitration. Both parties filed motions for summary judgment on November 14, 2006. On February 22, 2007,

the district court denied TriMas’s motion for summary

judgment and granted the Union’s motion for summary judgment. This appeal follows.

II. 

TriMas appears to concede that the plain language of

the arbitration clause applies to the dispute whether the

Rieke plant is a “covered workplace” under the agreement. Nevertheless, TriMas argues that the plain language

of the clause should not control because the agreement

in which the clause is embedded was modified by an oral

side agreement. This oral side agreement, which was

allegedly reached at the October 21, 2002 meeting at the

Detroit Airport, supposedly narrowed the agreement’s

application to only four plants: Goshen, Wood Dale,

Longview and Frankfort. Thus, TriMas claims that it

should not be required to arbitrate the applicability of

the agreement to the Rieke plant. The district court,
No. 07-1688 7

however, refused to consider any evidence relating to the

alleged side agreement and instead issued an order

compelling arbitration.

We review a district court’s decision to compel arbitration de novo. See Int’l Broth. of Elec. Workers, Local 21

v. Illinois Bell Tel. Co., 491 F.3d 685, 688 (7th Cir. 2007).

Before we compel arbitration, we first must determine

whether TriMas has agreed to arbitrate this particular

dispute, for a duty to arbitrate can arise only by agreement. See United Steelworkers of America v. Warrior & Gulf,

363 U.S. 574, 582, 80 S. Ct. 1347, 4 L. Ed. 2d 1409 (1960).

Whether a party has agreed to arbitrate a particular dispute is a question for the courts to decide. See AT&T

Techs., Inc. v. Communc’ns Workers of America, 475 U.S. 643,

649, 106 S. Ct. 1415, 89 L. Ed. 2d 648 (1986).

We must remain mindful, however, of the limited role

we play at this stage. As we have previously explained,

our role in deciding arbitrability is essentially that of a

“gatekeeper.” See Air Line Pilots Ass’n, Int’l v. Midwest

Express Airlines, Inc., 279 F.3d 553, 558 (7th Cir. 2002)

(Ripple, J., concurring in part and dissenting in part). We

are responsible only for the question of arbitrability. We

will not “rule on the potential merits of the underlying

case” unless it is absolutely necessary. AT&T Techs., 475

U.S. at 649, 106 S. Ct. 1415, 89 L. Ed. 2d 648. If the parties

have in fact agreed to arbitrate their dispute, then they

have bargained for the arbitrator’s interpretation of their

contract—not ours. “[P]utting . . . matters in the hands

of specialists rather than judges or jurors is one attraction

of arbitration.” Sphere Drake Ins. Ltd. v. All American Ins.

Co., 256 F.3d 587, 592 (7th Cir. 2001). If we were to weigh

in on the merits of their case, we would be denying

them the benefit of that bargain.
8 No. 07-1688

The question we must answer, then, is narrow. We must

determine whether the Union is making a claim that is, “on

its face,” governed by the TriMas Agreement. United

Steelworkers of America v. American Mfg. Co., 363 U.S. 564,

568, 80 S. Ct. 1343, 4 L. Ed. 2d 1403 (1960). We will compel arbitration “unless it may be said with positive assurance that the arbitration clause is not susceptible of an

interpretation that covers the asserted dispute.” Warrior &

Gulf, 363 U.S. at 582-83, 80 S. Ct. 1347, 4 L. Ed. 2d 1409.

Where the arbitration clause is broad, there is a presumption in favor of arbitrability. AT&T Techs., 475 U.S. at 650,

106 S. Ct. 1415, 89 L. Ed. 2d 648. Any “ambiguities as to the

scope of the arbitration clause are resolved in favor of

arbitration.” Volt Info. Sci., Inc. v. Board of Trs. of Leland

Stanford, Jr. Univ., 489 U.S. 468, 475-76, 109 S. Ct. 1248,

103 L. Ed. 2d 488 (1989).

Although TriMas complains that the district court

“ignored” critical evidence, we think the district court

was correct to do so. The evidence TriMas offered was

irrelevant to the question of arbitrability because it did

not concern the interpretation of the arbitration clause

itself. The scope of the arbitration clause is established

by the text of the arbitration clause itself; because there

is no evidence that the parties modified that clause, the

scope of arbitrability remains the same. One does not

remove issues from arbitration simply by changing

the scope of the underlying agreement. The ultimate

dispute between the parties concerns the applicability

of the neutrality provisions of the TriMas Agreement to

the Rieke plant. Because this dispute is covered by the

plain language of the arbitration clause and by nothing

else, it should be submitted to arbitration. 
No. 07-1688 9

A.

We begin with the text of the arbitration clause. See

Illinois Bell, 491 F.3d at 688. We interpret arbitration clauses

according to their plain meaning and, in construing

language, we strive for a commonsense result. See Air Line

Pilots, 279 F.3d at 556. General principles of contract

interpretation inform our analysis but only to the extent

that they comport with the federal policy in favor of

arbitration. See American Mfg. Co., 363 U.S. 564, 80 S. Ct.

1343, 4 L. Ed. 2d 1403; Warrior & Gulf, 363 U.S. at 578, 80

S. Ct. 1347, 4 L. Ed. 2d 1409. We turn, then, to the clause

at issue.

The arbitration clause, which is found in Section G of the

Framework Agreement, provides that “[a]ny alleged

violation or dispute involving the terms of this Framework

Agreement may be brought to [arbitration].” This is a

standard arbitration clause. It applies both to “[a]ny

alleged violation” and to “[any alleged] dispute.” “Any”

alleged violation or dispute, in this case, means “all”

alleged violations and disputes. Further, the alleged

violation or dispute need only “involv[e]” the terms of

the Agreement, and the phrase “terms of the Agreement”

is broad enough to encompass the entire agreement. The

Agreement does not exclude any category of disputes

from the reach of the arbitration clause. The parties

could have provided that “legal issues” or “issues pertaining to the scope of the agreement” were not subject to the

arbitration requirement but they did not. It is thus clear

that we are dealing with an extremely broad arbitration

clause.

It is equally clear that the present dispute is, on its face,

covered by the arbitration clause. See American Mfg. Co.,

363 U.S. at 568, 80 S. Ct. 1343, 4 L. Ed. 2d 1403. The
10 No. 07-1688

2 TriMas claims that “no listing of plants covered were [sic]

included in the document, as the parties had already agreed to

the arrangements at the Airport Memorandum.” This ignores

the fact that the parties included a provision concerning

“covered workplaces.” TriMas responds that this language

was “boilerplate” transplanted from the Heartland Neutrality

Agreement. But plain language contained in the agreement

cannot be avoided by characterizing it as “boilerplate.” 

Union alleges a “violation” of the TriMas Agreement since

the Union claims that TriMas refused to accord neutrality

to the Union even though it had an obligation to do so. In

essence, the parties ultimately dispute whether the Rieke

plant is covered by the TriMas Agreement. But the TriMas

Agreement itself defines what is or is not a “covered

workplace.” A “covered workplace” is, according to the

agreement, “any workplace which is: (i) controlled by

the Company, as the Company is defined in Section E

herein; and (ii) employs or intends to employ employees

who are eligible to be represented by a labor organization

in any unit(s) appropriate for bargaining.” The Union

claims that the Rieke plant is a “covered workplace” under

the agreement, and thus this dispute is a dispute over

the “terms” of the agreement.2

TriMas argues that a dispute over the scope of the

agreement somehow transcends the meaning of the

“terms” of the agreement—an issue which is arbitrable. But

such an argument is unavailing in this case because the

parties explicitly addressed the intended scope of the

agreement in their contract, the terms of which are arbitrable. Put simply, “scope” is a term of the agreement and,

as such, is subject to arbitration. It makes no difference

that the TriMas Agreement does not list the specific
No. 07-1688 11

plants that it covers; it provides arbitrable criteria by

which that determination can be made. The Union claims

that the Rieke plant satisfies these criteria, so the arbitration clause is certainly “susceptible to an interpretation”

that covers the dispute. “Nothing more is required to

establish the arbitrability of the dispute.” Air Line Pilots,

279 F.3d at 555.

B.

There is thus a presumption of arbitrability in this

case. TriMas can rebut this presumption only if it can

produce “the most forceful evidence of a purpose to

exclude the claim from arbitration.” See AT&T Techs., 475

U.S. at 650, 106 S. Ct. 1415, 89 L. Ed. 2d 648. Of course,

TriMas believes it has such evidence. Specifically, it

points to deposition testimony from Stockman and Beard

stating that the scope of the agreement was narrowed at

the airport meeting. It offers copies of memoranda distributed before and after the airport meeting by both

Stockman and Bloom, which it claims suggest that the

agreement was modified; it is also prepared to offer

expert testimony from John Toner to the effect that oral

side agreements are common in labor contracts. The district court, however, refused to consider the evidence

that TriMas pressed upon it. It reasoned that “[e]ven if

the parties modified their original Neutrality Agreement

with an oral side agreement, . . . there is no evidence that

they took steps to narrow the reach of the arbitration

clause.” We agree with the district court’s analysis.

The evidence offered by TriMas is inadequate as a matter of law because it does not purport to show that the

arbitration clause itself means something other than
12 No. 07-1688

what it appears to mean on its face. See Air Line Pilots, 279

F.3d at 556. As a matter of federal law, arbitration clauses

are “ ‘separable’ from the contracts in which they are

embedded,” at least when there is no indication that the

parties have intended otherwise. Prima Paint Corp. v. Flood

& Conklin Mfg. Co., 388 U.S. 395, 402, 87 S. Ct. 1801, 18 L.

Ed. 2d 1270 (1967). Thus, to avoid arbitration, TriMas

needed to show that the alleged modification was “directed

to the arbitration clause itself.” Id. at 402, 87 S. Ct. 1801.

This distinction may seem “puzzling” but it simply reflects

the limited role we play in deciding questions of

arbitrability. Matterhorn, Inc. v. NCR Corp., 763 F.2d 866,

868-69 (7th Cir. 1985). If the rule were otherwise, it

would be relatively easy to manufacture a dispute over

arbitability by raising extrinsic attacks on the contract in

which the arbitration clause is embedded. We would

then be required to interpret the substantive provisions

of the agreement and become entangled in the merits of

the dispute—a result we try to avoid. See AT&T Techs.,

475 U.S. at 649, 106 S. Ct. 1415, 89 L. Ed. 2d 648.

Application of the “separability” rule is dispositive in

this case. TriMas has presented no evidence that the

parties agreed at the airport meeting to limit the scope of

the arbitration clause itself. The evidence does not suggest, for example, that disputes over whether a particular

plant was a “covered workplace” would no longer be

subject to arbitration. Indeed, the evidence does not

suggest that arbitration was ever discussed at that

meeting. The evidence offered by TriMas is therefore

irrelevant to the question of arbitrability, although it may

turn out to be relevant to the question of scope itself. We

leave that to the arbitrator.

Things would be different if TriMas denied the very

existence of the contract containing the arbitration clause.
No. 07-1688 13

For “a party who contests the making of a contract containing an arbitration provision cannot be compelled to

arbitrate the threshold issue of the existence of an agreement to arbitrate.” Three Valleys Mun. Water Dist. v E.F.

Hutton & Co., 925 F.2d 1136, 1140-41 (9th Cir. 1991). TriMas,

however, does not dispute that it is a party to this agreement and that it is bound by it. Once the existence of the

agreement to arbitrate is established, questions about the

enforceability of the underlying contract are left to the

arbitrator, even when a party attempts to rescind or

avoid the contract in which the arbitration clause is embedded. See Three Valleys, 925 F.2d at 1140. This is certainly

true when a side agreement is alleged to preclude the

enforcement of the contract at issue. See American Mfg.,

363 U.S. at 564, 80 S. Ct. 1343, 4 L. Ed. 2d 1403; Air Line

Pilots, 279 F.3d at 556-57. In American Mfg., one of the

seminal cases in this area of the law, the employer

claimed that a dispute that, on its face, was covered by

a collective bargaining agreement had been removed

from the agreement’s scope by a separate settlement

agreement. The Court held, however, that the effect of

the side agreement on the collective bargaining agreement was for the arbitrator to decide. See American Mfg.,

363 U.S. at 564, 80 S. Ct. 1343, 4 L. Ed. 2d 1403. We have

reached similar results. See, e.g., Air Line Pilots, 279 F.3d at

556-57. As the Fourth Circuit has succinctly explained,

“[e]ven if we assume that the parties did attempt to

settle [an] issue, otherwise arbitrable, by agreement, any

disagreement as to the existence or effect of that settlement agreement would itself be a matter for the arbitrator

to decide.” Norfolk & Western Rwy. Co. v. Employees Protective Ass’n, 571 F.2d 185, 193 (4th Cir. 1977); accord Sphere

Drake, 256 F.3d at 592 (“Whether an extrinsic ambiguity is

so vital as to preclude enforcement is exactly the sort of
14 No. 07-1688

3 TriMas also argues that the agreement made at the airport

meeting was a novation of the Heartland Agreement. This is a

rather strange argument because the airport meeting actually

preceded the formation of the TriMas Agreement, which is the

contract at issue in this case. In any case, we express no opinion on this issue for the reasons explained above. Whether the

TriMas Agreement survived a subsequent agreement is a

question for the arbitrator to decide. See Sphere Drake, 256

F.3d at 592; Norfolk & Western, 571 F.2d at 193.

USCA-02-C-0072—7-3-08

question that an arbitrator is supposed to handle”). Because TriMas does not dispute the existence of the TriMas

Agreement, questions about its scope are properly left

to the arbitrator.

In sum, this dispute is essentially over whether the Rieke

plant is a “covered workplace” under the TriMas Agreement. This dispute is arbitrable under the plain language

of the arbitration clause. TriMas has presented no evidence that the scope of the arbitration clause was itself

narrowed to exclude disputes over the meaning of the

term “covered workplace.” The presumption of arbitrability has not been rebutted, and the district court was

correct to send this case to arbitration.3

III. 

For the reasons discussed above, the decision of the

district court to compel arbitration is affirmed. TriMas

shall bear the costs of this appeal.