IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF OREGON 

PROFESSIONAL STAFF ORGANIZATIONOREGON, a domestic nonprofit in Oregon, 

Plaintiff, 

v. 

OREGON EDUCATION ASSOCIATION, 

a domestic nonprofit in Oregon, 

Defendant. 

PAPAK, Magistrate Judge: 

INTRODUCTION 

3:14-CV-01081-PK 

OPINION AND ORDER 

In this action to compel enforcement of an arbitration award, Defendant Oregon 

Education Association ("Defendant") moves, pursuant to Federal Rule of Civil Procedure 

("Rule") 12(b )( 6), to dismiss Plaintiff Professional Staff Organization-Oregon's ("Plaintiff'') 

complaint for failure to state a claim upon which relief can be granted. For the reasons that 

follow, OEA's motion to dismiss is granted in part and denied in part. 

Case 3:14-cv-01081-PK Document 28 Filed 11/14/14 Page 1 of 11
BACKGROUND 

I. Factual Background 

PSO and OEA are both labor unions and parties to a collective bargaining agreement 

("Agreement") which was effective from July 1, 2011 through June 30, 2014. Plaintiffs Exhibit 

A, # 1-1. The Agreement contains a grievance procedure which requires final and binding 

arbitration to resolve disputes. Plaintiffs Exhibit A, #1-1, 10-13. 

On October 16, 2013, Arbitrator Richard Ahearn presided over a dispute related to OEA's 

alleged failure to staff several regional offices as required under the Agreement. Complaint, # 1, 

~ 7. The issues with which Ahearn dealt were (1) whether OEA violated the Agreement when 

making staff cuts in various field offices, "thereby failing to maintain a 1: 1 professional staff to 

associate ratio," and (2) what remedy such a failure would require. Plaintiffs Exhibit B, #1-2, 

3; Motion, #7, 4. The "l: 1 professional staff to associate ratio" requirement derives from Article 

19.3B of the Agreement. Plaintiffs Exhibit A, #1-1, 25. OEA employs professional staff, called 

"Uniserv consultants" or "PSOs," who are represented by PSO. Defendant also employs 

associate staff, called "ASOs." Motion, #7, 4. Article 19.3B requires a 1:1 PSO/ASO ratio in 

field offices staffed with two or fewer PSOs, which imposes upon OEA a minimum acceptable 

employment number of staffed AS Os at each of its offices. Plaintiffs Exhibit A, # 1-1, 25. 

On January 9, 2014, Ahearn issued an opinion and rendered an award ("Award") in favor 

of PSO, finding OEA "had violated the collective bargaining agreement and order[ing] OEA to 

staff the regional offices as required under that agreement." Complaint, #1, ~ 8; Plaintiffs 

Exhibit B, #1-2. In his opinion, Ahearn relied on the ratio requirement in Article 19.3B of the 

Agreement and found that it effectively modified Article 4, which reserves OEA's "right to 

manage its operations and to direct its employees within applicable law." Plaintiffs Exhibit B, 

Case 3:14-cv-01081-PK Document 28 Filed 11/14/14 Page 2 of 11
#1-2, 10. 

On February 26, 2014, PSO requested Ahearn's intervention to address OEA's alleged 

noncompliance with the Award. Id. ~ 10. PSO claimed that OEA "refused to implement the 

arbitration award" by "fail[ing] to assign any ASO staff to the field offices named in the award." 

Id.~ 9; Defendant's Motion, #7, 7. In his response on March 3, 2014, Ahearn acknowledged that 

[T]he ... arbitration was limited to determining whether the Parties' 

mutual intent ... required OEA to maintain the longstanding one-toone ratio in field offices with two or fewer consultants. Based upon 

my conclusion that the Patties did establish such an obligation, in the 

Award I directed OEA to assign a full-time ASO to each of the five 

field offices that were not in compliance with the required ratio. 

Plaintiffs Exhibit C, #1-3, I. 

Ahearn futther revealed that OEA's rationale for failing to meet the one-to-one ratio in 

fact derives from an ongoing plan to close the five offices named in the Award after 

consolidating them with other existing offices and to then assign additional staff where necessary 

to meet the ratio requirement. Id. 

Ahearn acknowledged PSO's allegations that OEA failed to assign any staff to those field 

offices named in the A ward. Id. However, Ahearn refused to step in to resolve the conflict, as 

enforcement of awards is beyond an arbitrator's n01mal jurisdiction. Id. Ahearn also refrained 

from addressing OEA's plan to consolidate and close the field offices because "any matter 

related to these reorganization issues are beyond the scope of the submission that was presented 

... in the arbitration." Id. at 2. 

II. Procedural History 

On July 7, 2014, PSO filed a complaint with this Comt alleging that OEA's continued 

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failure to comply with the Award violates the arbitration provisions in the Agreement. 

Complaint, #1, ifif 14-15. In its complaint, PSO requests an order compelling OEA to comply 

with the Award as well as a preliminary injunction preventing OEA from further sunendering 

leases or selling the facilities of those offices mentioned in the A ward. Complaint, # 1, 4; 

Plaintiffs Exhibit B, #1-2. 

On October 28, 2014, the court heard oral argument on OEA's motion to dismiss. Both 

parties submitted additional filings on October 27 and agreed to enter that information into the 

record. PSO submitted declarations from several ASOs (#21-25) for whom it acts as 

representative. OEA submitted a declaration detailing the status of the field offices at issue 

(#26). OEA's declaration reveals that the Chintimini field office remains open and is staffed per 

the ratio, the Eastern Oregon and Roseburg offices have been closed, and the Klamath Lake and 

North Bend offices have remained open with no update regarding the staffing ratio. Dec. of 

Robert Sande, #26, 2. The briefings regarding OEA's motion to dismiss are fully submitted and 

ready for decision. 

DISCUSSION 

I. Documents Considered in Ruling on the Current Motion 

In ruling on a 12(b)(6) motion, a comi may generally consider only allegations contained 

in the pleadings, exhibits attached to the complaint, and matters properly subject to judicial 

notice. Swartz v. KPlv!G LLP, 476 F.3d 756, 763 (9th Cir. 2007). The comi may also consider 

documents "on which the complaint 'necessarily relies' if;(!) the complaint refers to the 

document; (2) the document is central to plaintiffs claim; and (3) no pmiy questions the 

authenticity of the copy attached to the 12(b)(6) motion." 1\larder v. Lopez, 450 F.3d 445, 448 

Page 4 - OPINION AND ORDER 

Case 3:14-cv-01081-PK Document 28 Filed 11/14/14 Page 4 of 11
(9th Cir. 2006) (citations omitted). "The court may treat such a document as 'part of the 

complaint, and thus may assume that its contents are true for purposes of a motion to dismiss 

under Rule 12(b)(6)."' Id (quoting United States v. Ritchie, 342 F.3d 903, 908 (9th Cir. 2003)). 

In addition, the court may take judicial notice of documents that are "matters of general public 

record." Emrich v. Touche Ross & Co., 846 F.2d 1190, 1198 (9th Cir. 1988). 

Here, PSO attached several documents to its complaint, including the parties' collective 

bargaining agreement, an Opinion and A ward issued by Arbitrator Richard Ahearn, and a 

subsequent letter from Ahearn in response to the parties' inquiries regarding the award. Upon 

review, the court concludes that these documents are central to PSO's claim, and OEA does not 

dispute the documents' authenticity. Thus, I will consider them for purposes of the cu11'ent 

motion. 

II. Motion to Dismiss 

To survive a Rule 12(b)(6) motion to dismiss for failure to state a claim, a complaint must 

contain factual allegations sufficient to "raise a right to relief above the speculative level." Bell 

At!. Corp. v. Twombly, 550 U.S. 544, 555 (2007). To raise a right to relief above the speculative 

level, "[t]he pleading must contain something more ... than ... a statement of facts that merely 

creates a suspicion [ ofj a legally cognizable right of action." Id. (citation omitted). Instead, "for 

a complaint to survive a motion to dismiss, the non-concluso1y 'factual content,' and reasonable 

inferences from that content, must be plausibly suggestive of a claim entitling the plaintiff to 

relief." i'vloss v. US. Secret Serv., 572 F.3d 962, 969 (9th Cir. 2009) (citing Ashcroft v. Iqbal, 

556 U.S. 662, 678 (2009)). 

In ruling on a Rule 12(b)(6) motion to dismiss, a comi must take the complaint's 

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Case 3:14-cv-01081-PK Document 28 Filed 11/14/14 Page 5 of 11
allegations of material fact as true and construe them in the light most favorable to the 

nonmoving party. Keams v. Tempe Tech. Inst., Inc., 39 F.3d 222, 224 (9th Cir. 1994). All 

reasonable inferences from the factual allegations must be drawn in favor of the plaintiff. 

Newcal Indus. v. Ikon Office Solution, 513 F.3d 1038, 1043 n. 2 (9th Cir. 2008). Moreover, the 

"court may generally consider only allegations contained in the pleadings, exhibits attached to the 

complaint, and matters properly subject to judicial notice." Swartz v. KPlvIG LLP, 476 F.3d 756, 

763 (9th Cir. 2007). 

III. Interpretation, Review, and Remand of an Arbitration Award 

"Section 301 of the Labor Management Relations Act authorizes the district comis to 

enforce or vacate an arbitration award entered pursuant to a collective bargaining agreement." 

Sheet }vfetal Workers' Int'/ Ass 'n Local Union No. 359 v. l'vfadison Indus., Inc., of Ariz., 84 F.3d 

1186, 1190 (9th Cir. 1996) (citing 29 U.S.C. § l 85(a) and Sheet 1'1fetal Workers Int 'l Ass 'n, Local 

Union No. 150 v. Air Sys. Eng'g, Inc., 948 F.2d 1089, 1091 (9th Cir. 1991)); see also Hines v. 

Anchor ivfotor Freight, Inc., 424 U.S. 554, 561-62 (1976) (discussing Section 301 of the Labor 

Management Relations Act). However, "judicial scrutiny of an arbitrator's decision is extremely 

limited," and arbitration awards made pursuant to a collective bargaining agreement are entitled 

to considerable deference. Sheet kfetal Workers Int 'l Ass 'n, Local No. 359, AFL-CIO v. Ariz. 

lviech. & Stainless, Inc., 863 F.2d 647, 653 (9th Cir. 1988); see also Sheet 1'1fetal Workers Int'/ 

Ass 'n Local Union #420 v. Kinney Air Conditioning Co., 756 F.2d 742, 744 (9th Cir. 1985). 

If, however, the arbitration award is ambiguous "in its scope or application," the cou1i 

cannot enforce the award. lvfurchison Capital Partners, L.P. v. Nuance Commc 'ns, Inc., No. 13-

10852, 2014 WL 3703868, at *5 (5th Cir. July 25, 2014) (quoting Brown v. Witco Corp., 340 

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Case 3:14-cv-01081-PK Document 28 Filed 11/14/14 Page 6 of 11
F.3d 209, 216 (5th Cir. 2003); see also Kinney Air Conditioning, 756 F.2d at 745. In such 

circumstances, ifthe court cannot resolve the ambiguity by examining the arbitrator's opinion 

and the record, the court may remand the matter to the arbitrator for clarification and 

interpretation. See United Steel, Paper & Forest1y, Rubber, 1l;ffg., Energy, Allied Indus. & Serv. 

Workers Int'! Union, AFL-CIO, CLC, & Local Union 193-G v. PPG Indus., Inc., 751 F.3d 580, 

585 (7th Cir. 2014); Hanford Atomic 1Wetal Trades Council, AFL-CIO v. Gen. Electric Co., 353 

F.2d 302, 307 (9th Cir. 1965) (noting that, where the arbitration committee's opinion required 

clarification, the district court properly remanded the matter to the arbitration committee). 

District courts may resubmit an existing arbitration award to the original arbitrator for 

interpretation or amplification, but e11' in substituting their own interpretation of an arbitration 

award for that of the arbitrator. Sunshine 1l;Jine Co. V. United Steelworkers of America, AFLCIO, CLC, 823 F.2d 1289, 1295 (9th Cir. 1987); Locals 2222, 2320-2327, International 

Brotherhood of Electrical Workers v. New England Telephone & Telegraph Co., 628 F.2d 644 

(1st Cir. 1980). 

III. Analysis 

In its motion, OEA moves to dismiss PSO's claims on several grounds. OEA primarily 

asse1is that PSO's claim alleging OEA's non-compliance with the Award lacks legal merit 

because it is based on an untenable interpretation of the Award, the Agreement, and Arbitrator 

Ahearn's response letter. OEA also argues that PSO's claim alleging OEA's restructuring plan is 

in violation of the Agreement should be dismissed for failure to exhaust the grievance procedures 

outlined in the Agreement. 

A. Legal Merit of Plaintiff's Claim 

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Case 3:14-cv-01081-PK Document 28 Filed 11/14/14 Page 7 of 11
OEA argues that, in attempting to enforce the Award against it, PSO improperly 

interprets the provision therein stating that "OEA shall assign a full-time ASO staff person to 

each of the following field offices: Chintimini, Eastern Oregon, Klamath Lake, North Bend and 

Roseburg." Plaintiffs Exhibit B, #1-2, 26. OEA reads that sentence to contain a remedial 

directive, requiring that 

ifOEA should continue to maintain and operate the five field offices 

and to staff each office with a full-time professional staff person, then 

OEA must assign a full-time associate staff person to each office to 

assist the professional staff person with the work he/she has been 

tasked to perfo1m out of that office. 

Motion, #7, 10. 

OEA conectly maintains that a plain language reading of the directive does not require 

continued operation of the field offices, although it does suggest that Arbitrator Ahearn likely 

assumed that OEA would continue to maintain and staff the field offices at the agreed upon ratio. 

Id. OEA states, however, "an assumption that a party will proceed in a certain manner is a far 

cry from a remedial directive that it do so." Id. Although PSO brings this action to prevent a 

favorable arbitration decision from becoming a pyrrhic vict01y, the Award simply cannot be 

interpreted to require the offices to remain open indefinitely or to require staffing of already 

closed offices. Without any clear interpretation to the contrary, those choices are within the 

ambit ofOEA's management rights and based on a correct interpretation of the Award's 

directive. 

Particularly relevant in resolving this dispute is the fact that Arbitrator Ahearn, in his 

March 3 letter responding to the patties' inquiry on this conflict, states that 

[W]ith regard to OEA's announced plans for consolidating offices 

and closing the offices mentioned in the award, any matters related to 

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Case 3:14-cv-01081-PK Document 28 Filed 11/14/14 Page 8 of 11
these reorganization issues are beyond the scope of the submission 

that was presented to me in arbitration. As these subsequent 

developments do not turn on the considerations that were at issue in 

my Opinion and Award, they are not appropriate for consideration in 

the ... ratio grievance that constituted the Opinion and Award. 

Pl.'s Ex. C, #1-3.This clarifies that Arbitrator Ahearn did not anticipate OEA's reorganization 

and consolidation plans or office closures when issuing the Award. To that end, the relevant 

substantive directive contained in the Award reads: "OEA shall assign a full-time ASO staff 

person to [the five field offices]." PL 's Ex. B, #1-2, 26. A plain language reading of this, fu1iher 

informed by Ahearn's letter, shows that Ahearn did not intend to require OEA to keep open the 

five listed offices. Cou1is must defer to the arbitrator's award if it "draws its essence" from the 

collective bargaining agreement or represents a plausible interpretation of the contract in the 

context of the pmiies' conduct. Francesco's B., Inc. v. Hotel & Restaurant Employees & 

Bartenders Union, Local 28, 659 F.2d 1383 (9th Cir. 1981). Because the Award is undisputedly 

a plausible interpretation of the Agreement, "judicial inquiry ceases and the award must be 

enforced." Sheet 1vfetal Workers Int 'l Ass 'n, Local No. 359 v. Ariz. 1vfech. & Stainless, Inc., 863 

F2.d 647, 653 (9th Cir. 1988). However, the "arbitrator's interpretation of the scope of issues 

submitted to him is entitled to the same deference" as the Award itself. Sheet 1vfetal Workers 

Int'l Ass'n, Local No. 359 v. 1vfadison Industries Inc. of Ariz., 84 F.3d 1186, 1190 (9th Cir. 

1996). 

Thus, because the Award did not bind OEA to keep the named field offices open, PSO's 

interpretation of the Award is incorrect. For these reasons, the non-conclusory aspects of PSO's 

allegations, combined with the other factual inferences and material provided with the complaint, 

are not plausibly suggestive of a claim entitling PSO to relief regarding the Eastern Oregon and 

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Case 3:14-cv-01081-PK Document 28 Filed 11/14/14 Page 9 of 11
Roseburg field offices, which are both closed. Dec. of Robe1i Sande, #26, 2. I therefore grant 

OEA's motion to dismiss PSO's claim to the extent it urges OEA's continued operation or 

additional staffing of those offices. Additionally, I grant OEA's motion regarding the Chintimini 

office, which is already in compliance with the Award. Id. 

However, I acknowledge that the grievance process did in fact culminate in a directive 

that OEA staff the named field offices according to the 1:1 ratio requirement. Thus, OEA's 

failure to staff the Klamath Lake and No1ih Bend field offices per the staffing ratio violates the 

Award. PSO's first claim for relief therefore survives with respect to the Klamath Lake and 

No1ih Bend field offices so long as they remain open and in violation of the Award. 

B. Exhaustion of Parties' Established Grievance Procedures 

OEA next contends that PSO should seek dispute resolution for the aspects of its 

complaint alleging that closure of the field offices constitutes a violation of the Agreement. 

Motion, #7, 14. OEA cites to Republic Steel Corp. V. 1\!faddox, to contend that private dispute 

resolution is the appropriate forum for PSO's claim. 379 U.S. 650 (1975). Republic Steel 

effectively created a federal labor law exhaustion rule, requiring parties with contract disp'tites to 

pursue established grievance procedures as an initial mode of redress. Id. at 653. 

In its complaint, PSO alleges that OEA "is violating the grievance and arbitration 

provision of the pmiies' collective bargaining agreement by refusing to implement the January 9, 

2014 arbitration award." Complaint, #1, ~ 14. PSO "further alleges OEA's announced closure 

of offices, and marketing and sale of assets, when those offices are the subject of the arbitration 

award, violates the parties' collective bargaining agreement." Id. 

If PSO continues to maintain that OEA's closure of field offices, and marketing and sale 

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Case 3:14-cv-01081-PK Document 28 Filed 11/14/14 Page 10 of 11
of assets, violates the patties' collective bargaining agreement, further grievance and arbitration 

will be required to resolve that dispute. 

CONCLUSION 

Based on the foregoing, OEA's motion to dismiss (#7) is granted as it applies to the 

Chintimini, Eastern Oregon, and Roseburg field offices. OEA's motion is denied as to the 

Klamath Lake and North Bend offices and PSO's claim for relief therefore survives with respect 

to those offices. OEA is futther ordered to comply with the Award' s staffing ratio so long as the 

Klamath Lake and North Bend offices remain open. 

IT IS SO ORDERED. 

Dated this 14th day ofNovember, 2014~- r·. -~ 

~ aa/~\\~J? '~ Honorable Paul Papak 

United States Magistrate Judge 

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