UNPUBLISHED

UNITED STATES COURT OF APPEALS 

FOR THE FOURTH CIRCUIT 

No. 07-2075

E.I. DUPONT DE NEMOURS & COMPANY, 

 Plaintiff - Appellant, 

 v. 

AMPTHILL RAYON WORKERS, INCORPORATED, 

 Defendant – Appellee. 

Appeal from the United States District Court for the Eastern 

District of Virginia, at Richmond. Henry E. Hudson, District 

Judge. (3:07-cv-00052-HEH) 

Argued: May 14, 2008 Decided: August 25, 2008 

Before TRAXLER, GREGORY, and SHEDD, Circuit Judges. 

Affirmed by unpublished opinion. Judge Gregory wrote the 

opinion, in which Judge Traxler and Judge Shedd joined. 

ARGUED: Thomas Peter Gies, CROWELL & MORING, LLP, Washington, 

D.C., for Appellant. Jonathan Gans Axelrod, BEINS & AXELROD, 

PC, Washington, D.C., for Appellee. ON BRIEF: Kris D. Meade, 

Glenn D. Grant, CROWELL & MORING, LLP, Washington, D.C.; James 

P. McElligott, Jr., Regina J. Elbert, MCGUIREWOODS, LLP, 

Richmond, Virginia, for Appellant.

Unpublished opinions are not binding precedent in this circuit. 
2 

GREGORY, Circuit Judge: 

E.I. DuPont de Nemours & Co., (ADuPont@) appeals the 

district court=s decision denying its motion for summary judgment 

and partially granting Ampthill Rayon Workers Incorporated=s 

(AARWI@) cross motion for summary judgment. We affirm. 

I. 

We adopt the facts as set out by the district court, see

E.I. DuPont de Nemours and Co. v. Ampthill Rayon Workers, Inc., 

516 F.Supp.2d 588 (E.D.Va. 2007), and summarize only the facts 

relevant to the parties= dispute. 

DuPont offers its employees throughout the country, union 

and non-unionized, a number of benefit plans (Aplans@), all of 

which are governed by ERISA, 29 U.S.C. ' 1001 et seq., with the 

exception of the Vacation Plan.1 In August 2006, DuPont sent out 

a memorandum to all of its employees informing them about 

amendments to the plans. Some of the amendments decreased the 

benefits available to the employees under the plans. 

ARWI represents about 1000 DuPont employees who work at 

DuPont=s Spruance Fibers Plant in Ampthill, Virginia. These 

employees come from the Production and Maintenance Unit and the 

Clerical, Technical, and Office Unit. While employees in each 

 1

The Vacation Plan is not relevant to this case. 
3 

unit signed separate Collective Bargaining Agreements (ACBAs@) 

with DuPont, for purposes of this dispute, the relevant 

provisions from each CBA are the same. 

As a result of DuPont=s 2006 amendments (Aamendments@) to the 

plans, ARWI, following the procedures outlined in the CBAs, 

initiated a grievance against DuPont alleging that the 

amendments violated the CBAs.2

 While DuPont initially agreed to 

arbitrate the dispute, it subsequently reversed course and filed 

a Complaint in federal district court. Shortly thereafter, 

DuPont submitted an Amended Complaint seeking a declaratory 

judgment stating, inter alia, that ARWI should resolve its 

grievance by utilizing each plan=s internal claim procedure or in 

the alternative, by filing a civil suit in federal court under 

Section 502(a)(1)(B) of ERISA, 29 U.S.C. ' 1132(a)(1)(B).3 In 

addition, DuPont sought injunctive relief barring ARWI from 

 2

For example, ARWI claims DuPont violated Article VII, 

Section 1 of the CBAs which provides that Aany changes in the 

[benefit plans], which had the effect of reducing or terminating 

benefits will not be made effective until one year (1) after 

notice to the Union by the Company of such changes.@ (J.A. 332.) 

3

Persons empowered to bring a civil action 

A civil action may be brought-- 

(1) by a participant or beneficiary-- 

(B) to recover benefits due to him under the terms of his plan, 

to enforce his rights under the terms of the plan, or to clarify 

his rights to future benefits under the terms of the plan[.] 
4 

resolving its grievance in arbitration. ARWI filed a 

Counterclaim alleging that the amendments violated the CBAs and 

seeking a ruling requiring DuPont to litigate ARWI=s grievance in 

arbitration. 

The parties then filed cross motions for summary judgment. 

DuPont argued, inter alia, that since the amendments implicated 

the terms, conditions, eligibility and interpretation of the 

plans, ARWI=s grievance should be resolved according to each 

plan=s internal dispute mechanism. ARWI submitted that Article 

XI, Section One of the CBAs (Athe arbitration clause@) mandates 

that the grievance proceed to arbitration. The arbitration 

clause states, in pertinent part, that A[a]ny question as to the 

interpretation of this Agreement, or as to any alleged violation 

of the terms of this Agreement, which is not otherwise settled 

to the mutual satisfaction of the parties hereto, shall at the 

request of either party be submitted to arbitration.@ (J.A. 344, 

380.) 

The district court held that the parties= dispute was 

arbitrable on account of the arbitration clause=s wide breadth, 

the lack of any explicit language in the CBAs excluding ARWI=s 

grievance from arbitration, and the absence of Aforceful 
5 

evidence@ that the parties wished to exclude the disputes from 

arbitration. DuPont appeals the district court=s judgment.4

A. 

The question posed here is whether ARWI=s grievance, 

alleging that the amendments to its employees= plans breached the 

parties= CBAs, is arbitrable. We review a district court=s grant 

of summary judgment de novo, viewing all of the facts in the 

light most favorable to the non-movant. See, e.g., EEOC v. Navy 

Fed. Credit Union, 424 F.3d 397, 405 (4th Cir.2005). 

Through a series of three cases, known as the ASteelworker=s 

Trilogy,@ the Supreme Court set out several principles to aid 

lower courts in determining whether an employer-union dispute is 

subject to arbitration. See Steelworkers v. Warrior & Gulf 

Navigation Co., 363 U.S. 574 (1960), Steelworkers v. American 

Mfg. Co., 363 U.S. 564 (1960), and Steelworkers v. Enterprise 

Wheel & Car Corp., 363 U.S. 593 (1960). 

 4

Shortly after the district court=s decision, three other 

district courts decided the same issue. Relying on reasoning 

similar to that of the district court in this case, the three 

district courts held that the unions= claims were subject to 

arbitration. See United Steel, Paper and Forestry, Rubber, 

Mfg., Energy, Allied Indus. and Serv. Workers Local Union 943 v. 

E.I. DuPont de Nemours & Co., Case No. 1:07-cv-1005-00965-RBK-JS 

(D.N.J. February 29, 2008); United Steel, Paper and Forestry, 

Rubber, Mfg., Energy, Allied Indus. and Serv. Workers Local 4-

5025 v. E.I. DuPont de Nemours & Co., Case No. 07-cv-122s 

(W.D.N.Y. March 18, 2008); United Steel, Paper and Forestry, 

Rubber, Mfg., Energy, Allied Indus. and Serv. Workers Local 4-

5025 v. E.I. DuPont de Nemours & Co., Case No. 07-cv-126-JJF 

(D. Del. April 18, 2008). 
6 

The Supreme Court first emphasized that Aarbitration is a 

matter of contract and a party cannot be required to submit to 

arbitration any dispute which he has not agreed so to submit.@ 

Warrior & Gulf Navigation Co., 363 U.S. at 582. AThe second 

rule, which follows inexorably from the first, is that the 

question of arbitrability-whether a collective-bargaining 

agreement creates a duty for the parties to arbitrate the 

particular grievance-is undeniably an issue for judicial 

determination.@ AT & T Tech., Inc. v. Commc=ns Workers of Am., 

475 U.S. 643, 649 (1986). 

Third, in reviewing whether the parties claims are 

arbitrable, Aa court is not to rule on the potential merits of 

the underlying claims.@ Id. at 649. This mandate applies Aeven 

if [the union=s grievance] appears to the court to be frivolous,@

id. at 649-50, as the court must limit its inquiry to whether 

the union=s claims are arbitrable. Finally, Athere is a 

presumption of arbitrability in the sense that an order to 

arbitrate the particular grievance should not be denied unless 

it may be said with positive assurance that the arbitration 

clause is not susceptible of an interpretation that covers the 

asserted dispute. Doubts should be resolved in favor of 

coverage.@ Id. at 650 (emphasis added). This Apresumption is 

particularly applicable,@ id., where the arbitration clause is 

Abroad.@ Id. Consequently, A>absen[t] [] any express provision 
7 

excluding a particular grievance from arbitration . . . only the 

most forceful evidence of a purpose to exclude the claim from 

arbitration=@ will suffice. Id. (quoting Warrior & Gulf, 363 

U.S. at 584-85) (emphasis added). 

B. 

DuPont contends that the district court erred in three 

respects: (1) the district court failed to grasp that since 

ARWI=s breach of contract grievance is inextricably linked with 

benefit eligibility determinations, it should be resolved under 

each plan=s dispute resolution procedure; (2) the district court 

did not take into account dispositive language from Article VII 

of the CBAs limiting what disputes are subject to arbitration; 

and (3) the district court Afailed to apply governing ERISA 

principles applicable to the resolution of employee benefit 

eligibility issues and other plan interpretation issues 

implicated by the grievance.@ (Appellant=s Br. 13.) 

The cornerstone of DuPont=s argument is that the amendments 

concern the eligibility of claimants to receive benefits under 

the plans, and as such, they do not implicate the CBAs. 

Specifically, DuPont contends that in resolving the parties=

dispute, an arbitrator would be forced to determine whether 

individuals affected by the amendments are eligible for 

benefits, a decision tasked solely to the plan administrator. 

Such an action would also be inconsistent with the CBAs, and 
8 

specifically, Article VII, Sections 1 and 3, which states in 

relevant part: 

Section 1. All existing privileges heretofore enjoyed 

by the employees in accordance with the following 

Industrial Relations Plans and Practices of the 

COMPANY and of the Plant shall continue, subject to 

the provisions of such Plans and Practices and to such 

rules, regulations and interpretations as existing 

prior to the signing of this Agreement, and to such 

modifications thereof, as may be hereafter adopted 

generally by the Company or by the Plant to govern 

such privileges. 

Section 3. In addition to receiving benefits pursuant 

to the Plans and Practices set forth in Section 1 

above, employees shall also receive benefits as 

provided by the COMPANY=S Beneflex Flexible Benefits 

Plan, subject to all terms and conditions of said 

Plan . . . . 

(emphasis added). DuPont states that the Asubject to@ language 

in Article VII was included in the CBAs in order Ato ensure that 

[DuPont] retain[ed] the flexibility to amend these plans without 

having to negotiate over subsequent plan amendments at 

particular unionized facilities.@ (Appellant=s Br. 7.) By 

filing a grievance, DuPont argues that ARWI is attempting an Aend 

round@ the plans= dispute resolution procedures and Section 

502(a)(1)(B) of ERISA, which provide the exclusive remedies for 

employees seeking, enforcing, or clarifying their benefits under 

the terms of each plan. Since the terms of each plan grant the 
9 

plan administrator5, acting as an ERISA fiduciary, the sole right 

and discretion to make benefit eligibility determinations, and 

the resolution of ARWI=s grievance necessarily involves 

eligibility determinations, DuPont concludes that ARWI must 

resolve its grievance through each plan=s internal dispute 

procedures or in the alternative, through a civil action in 

federal court. 

ARWI surmises that since its grievance is limited to 

Awhether DuPont exceeded the external restraints imposed by the 

CBA . . . when it amended the plans@ (Appellee=s Br. 13), the 

dispute clearly falls within the broad reach of the arbitration 

clause. In addition, parroting the district court=s reasoning, 

ARWI states that the plans= internal dispute resolution 

mechanisms are designed to handle Aroutine benefit eligibility 

determinations@ (Appellee=s Br. 14) not for interpreting the 

obligations of each party under the CBAs. Finally, ARWI 

contends that arbitration is the only suitable forum to resolve 

the merits of its claim as ERISA does not provide employees with 

Aa mechanism@ to bring their grievances before a federal court. 

Based on the guidance provided by the Supreme Court, there 

can be little doubt that ARWI=s claims are arbitrable. Here, 

like in AT&T, the CBAs contain a broad Astandard arbitration 

 5

DuPont is the plan administrator for all plans except the 

Pension and Retirement Plan. 
10 

clause,@ id. at 647, that allows Aany question as to the 

interpretation of the [CBA] or as to any alleged violation of 

the [CBA]@ to be settled by arbitration. (emphasis added). 

Frankly, it is difficult to envision a broader arbitration 

clause. It is unfathomable that either of the parties could 

assume that the Asubject to@ language in Article VII would 

override the overarching arbitration clause in Article XI of the 

CBAs. This conclusion is even more convincing in light of the 

fact that the parties chose to explicitly exclude arbitration as 

a forum for resolving certain types of disputes. For example, 

the CBAs preclude an employee disputing his discharge (J.A. 334) 

or the denial of a promotion from proceeding to arbitration. 

(J.A. 336-337.) Initially, even DuPont felt ARWI=s grievance was 

subject to arbitration, and it went so far as to agree on an 

arbitrator; yet, DuPont suddenly changed its mind, refusing to 

arbitrate and instead initiated this action in federal court. 

While it is true that the result of the plans= amendments 

will decrease the benefits available to certain DuPont 

employees, ARWI=s breach of contract claims are premised on the 

fact that such changes violate the terms of the CBAs. As a 

result, DuPont=s argument that the amendments affect an employee=s 

eligibility to receive benefits under the plans, while true, is 

inapposite to the issue of what forum should determine whether 

the amendments violated the CBAs. 
11 

Additionally, DuPont has not provided Aforceful evidence,@

much less Athe most forceful evidence,@ that the parties= intended 

to submit an employee=s claims alleging violations of the CBAs 

to the plan administrator or to a federal court. The 

presumption of arbitrability is particularly strong in this case 

due to the wide reaching arbitration clause and the lack of any 

explicit language in the CBAs excluding the claims at issue here 

from arbitration. Whatever limited doubt exists as to the 

parties= intentions must be resolved in favor of arbitration. 

Also, sending this grievance to an arbitrator is hardly 

inconsistent with ERISA (despite DuPont=s claims to the 

contrary), and quite frankly is the only option that conforms to 

the mandates of the Supreme Court. Because there is no doubt 

that the arbitration clause is susceptible to an interpretation 

that covers ARWI=s grievance, arbitration is the proper forum to 

resolve this dispute.6

II. 

For the reasons above, we affirm the district court=s 

decision. 

AFFIRMED

 6

Our decision is purposely bereft of any analysis as to the 

merits of ARWI=s claims, as even frivolous claims are subject to 

arbitration. AT&T, 475 U.S. at 654-55.