FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

GRANITE ROCK COMPANY, 

Plaintiff-Appellant,

v.

No. 07-15040

INTERNATIONAL BROTHERHOOD OF

D.C. No. TEAMSTERS, FREIGHT CONSTRUCTION, 

GENERAL DRIVERS, WAREHOUSEMEN CV-04-02767-JW

& HELPERS, LOCAL 287 (AFLCIO); INTERNATIONAL

BROTHERHOOD OF TEAMSTERS,

Defendants-Appellees. 

GRANITE ROCK COMPANY, 

Plaintiff-Appellee,

v.

INTERNATIONAL BROTHERHOOD OF

TEAMSTERS, FREIGHT CONSTRUCTION, No. 07-16142

GENERAL DRIVERS, WAREHOUSEMEN D.C. No. & HELPERS, LOCAL 287 (AFL-  CV-04-02767-JW CIO),

Defendants-Appellants,

and

INTERNATIONAL BROTHERHOOD OF

TEAMSTERS,

Defendant. 

14703
GRANITE ROCK COMPANY, 

Plaintiff-Appellant,

v.

No. 07-16236

INTERNATIONAL BROTHERHOOD OF

D.C. No. TEAMSTERS, FREIGHT CONSTRUCTION, 

GENERAL DRIVERS, WAREHOUSEMEN CV-04-02767-JW

& HELPERS, LOCAL 287 (AFL- OPINION

CIO); INTERNATIONAL

BROTHERHOOD OF TEAMSTERS,

Defendants-Appellees. 

Appeal from the United States District Court

for the Northern District of California

James Ware, District Judge, Presiding

Argued and Submitted

September 8, 2008—San Francisco, California

Filed October 22, 2008

Before: Ronald M. Gould and Carlos T. Bea, Circuit Judges,

and James W. Sedwick,* District Judge.

Opinion by Judge Gould

*The Honorable John W. Sedwick, Chief United States District Judge

for the District of Alaska, sitting by designation. 

14704 GRANITE ROCK CO. v. TEAMSTERS
COUNSEL

Garry G. Mathiason, Alan S. Levins, Adam J. Peters, and

Kimberly L. Owens, Littler Mendelson, San Francisco, California, for plaintiff-appellant Granite Rock Company. 

Stephen P. Berzon, Peter D. Nussbaum, and Peder J.V. Thoreen, Altshuler Berzon LLP, San Francisco, California, for

appellee International Brotherhood of Teamsters. 

Duane B. Beeson and Lisa W. Pau, Beeson Taylor & Bodine,

APC, San Francisco, California, for appellant/cross-appellee

Teamsters Local 287. 

OPINION

GOULD, Circuit Judge: 

Granite Rock Company (“Granite Rock”) sued International Brotherhood of Teamsters, Local 287 (“Local 287”)

and International Brotherhood of Teamsters (“IBT”) under

section 301(a) of the Labor Management Relations Act

(“LMRA”) with claims relating to a collective bargaining

agreement. Granite Rock seeks remedies against Local 287

for breach of the collective bargaining agreement, and against

IBT for tortious interference with the collective bargaining

GRANITE ROCK CO. v. TEAMSTERS 14707
agreement between Granite Rock and Local 287. The district

court dismissed the claim against IBT under Federal Rule of

Civil Procedure 12(b)(6) for failure to state a claim. Granite

Rock appeals that dismissal, and we affirm. 

In the dispute between Granite Rock and Local 287, the

parties appeal and cross-appeal a total of five orders, but we

need reach only one: the district court’s denial of Local 287’s

motion to compel arbitration on the question of contract formation. We reverse that ruling and remand with instructions

to compel arbitration on the entire dispute between Granite

Rock and Local 287. 

I

For purposes of analyzing the district court’s dismissal of

Granite Rock’s claims against IBT, Granite Rock’s alleged

facts must be presumed true and viewed in the light most

favorable to Granite Rock. Pakootas v. Teck Cominco Metals,

Ltd., 452 F.3d 1066, 1069 (9th Cir. 2006). Granite Rock

alleges: Granite Rock is a California company engaged in

supplying ready mixed concrete for commercial use, and

Local 287 represents certain employees at Granite Rock’s San

Jose facility. Between March 1, 1999 and April 30, 2004,

Granite Rock and Local 287 were parties to a collective bargaining agreement (“CBA”). Before expiration of that agreement, the parties began negotiations. Throughout the

negotations, Rome Aloise (“Aloise”), the administrative assistant to the General President of IBT, advised Local 287 that

certain provisions of the CBA were inadequate. Aloise also

represented the interests of IBT and other local unions affiliated with IBT in the negotiations. No resolution was reached

in April or May, and in early June, 2004, after the CBA

between Granite Rock and Local 287 expired, Local 287

members went on strike. Negotiations resumed shortly thereafter, and the parties reached a tentative four-year agreement

(“new CBA”) at 4:00 a.m. on July 2, 2004. This tentative

agreement contained a broad arbitration clause requiring the

14708 GRANITE ROCK CO. v. TEAMSTERS
parties to arbitrate “[a]ll disputes arising under this agreement.” 

At the conclusion of the successful bargaining session,

George Netto (“Netto”), Business Representative for Local

287, told Granite Rock’s CEO Bruce Woolpert that Netto

would put the new CBA to a vote among the union members,

would recommend ratification, and would cease picketing. At

the same time, Netto raised the topic of a “back-to-work”

agreement to provide for the terms under which the parties

would return to work, including liability for actions taken during the strike. However, the parties agreed to discuss preparing a back-to-work agreement at a later date. 

Local 287 members allegedly ratified the new CBA, which

contained a “no-strike” clause, later on the morning of July 2,

2004. However, on July 5, 2004, Aloise and members of

Local 287 called workers to instruct them not to return to

work the next day. On July 6, 2004, Netto demanded a backto-work agreement that would explicitly shield Local 287, its

members, and IBT from any liability arising from the strike.

Granite Rock refused to sign such an agreement, and Local

287 continued its strike in violation of the no-strike clause.

Throughout the strike, Aloise played an active leadership role;

he sent letters to other local unions and employees encouraging their support, held meetings to discuss strategy, and

sought to secure financial support for the strike. IBT gave

benefits to Local 287 members as long as they did not return

to work. 

Granite Rock’s Third Amended Complaint alleged breach

of contract against Local 287, and tortious interference with

contract against IBT. Both actions were asserted under section

301(a) of the LMRA, 29 U.S.C. § 185(a). Defendant IBT

moved to dismiss the complaint pursuant to Rule 12(b)(6) of

the Federal Rules of Civil Procedure. The district court

granted that motion on the grounds that Granite Rock failed

GRANITE ROCK CO. v. TEAMSTERS 14709
to state a claim against IBT under section 301(a). Granite

Rock timely appealed. 

 There is only one fact that is critical to our determination

of whether the entire dispute between Granite Rock and Local

287 should have been submitted to arbitration, and that fact

is undisputed: While the parties disagree about the ratification

date, they agree that the tentative new CBA reached on July

2, 2004, contains an arbitration clause that requires arbitration

for “[a]ll disputes arising under this agreement.” Interpreting

this clause, the district court dismissed the issues of breach

and damages in favor of arbitration, but retained the question

of contract ratification for the district court’s determination.

Local 287 timely appealed the order retaining the formation

question. 

Because we determine that the district court erred by denying Local 287’s motion to compel arbitration of the entire dispute, and we remand for arbitration, we need not address the

appealed orders that arose from the district court’s rulings in

resolving on the merits the issue of contract formation by ratification.

II

The district court’s dismissal of Granite Rock’s claims

against IBT presents questions of law which we review de

novo. Pruitt v. Cheney, 963 F.2d 1160, 1162-63 (9th Cir.

1992). 

[1] Section 301(a) of LMRA, 29 U.S.C. § 185(a), provides:

Suits for violation of contracts between an employer

and a labor organization representing employees in

an industry affecting commerce as defined in this

chapter, or between any such labor organizations,

may be brought in any district court of the United

States having jurisdiction of the parties, without

14710 GRANITE ROCK CO. v. TEAMSTERS
respect to the amount in controversy or without

regard to the citizenship of the parties. 

Jurisdiction over a claim under section 301(a) requires two

things: First, that the claim be “based on an alleged breach of

contract between an employer and a labor organization,” and

second, “that the resolution of the lawsuit be focused upon

and governed by the terms of the contract.” Painting & Decorating Contractors Ass’n v. Painters & Decorators Joint

Comm., Inc., 707 F.2d 1067, 1071 (9th Cir. 1983). 

A party need not be a signatory to a CBA to come within

the purview of section 301(a). In Painters & Decorators, the

“Joint Committee”—created by the bargaining agreement to

administer the terms of the agreement—was not a signatory

of the agreement. We held that the Committee was still an

appropriate defendant under section 301(a) because the CBA

created the Committee and governed its rights and duties. Id.

at 1069. 

However, the second part of the Painters and Decorators

test requires that resolution of any section 301(a) claim be

governed by the terms of the relevant agreement. In Carpenters S. Cal. Admin. Corp. v. Majestic Housing, 743 F.2d 1341

(9th Cir. 1984), the defendant’s property was subject to a

mechanic’s lien because a party to the collective bargaining

agreement had not made required trust contributions. 743 F.2d

at 1343. The district court found jurisdiction under section

301(a) because the lien foreclosure would require interpretation of the collective bargaining agreement. Id. at 1345. We

reversed, holding that “mere reference to the collective bargaining agreement does not make this a case ‘arising under’

federal law within the meaning of 28 U.S.C. § 1441.” Id.

Although Majestic Housing dealt with rights under a

mechanic’s lien, its reasoning also applies to tort claims. The

underlying agreement in Majestic Housing was relevant to the

mechanic’s lien because the lien could only be foreclosed if

GRANITE ROCK CO. v. TEAMSTERS 14711
the contract was violated, just as a tortious interference with

contract claim depends on a breach. The court in Majestic

Housing held that such a connection is inadequate to satisfy

the requirements of section 301(a). 743 F.2d at 1345.

[2] Applying the rule developed in Majestic Housing, we

conclude that the district court was correct to dismiss Granite

Rock’s claim against IBT because a claim for tortious interference cannot be said to “arise under” the new CBA between

Granite Rock and Local 287. Majestic Housing, 743 F.2d at

1345. That agreement did not mention IBT, and did not govern any rights or duties of IBT. Indeed, Granite Rock concedes that the alleged tortious interference could only be a

violation of a general tort duty, not a violation of any specific

contractual duty. Notwithstanding, Granite Rock contends

that the alleged tortious interference claim still meets the

requirement that “the resolution of the lawsuit be focused

upon and governed by the terms of the contract.” Painters &

Decorators, 707 F.2d at 1071. Granite Rock’s theory is that

because breach of the underlying contract is a necessary element of the tortious interference claim, the resolution of the

tort claim is “focused upon” and “governed by” the contract.

[3] We reject Granite Rock’s argument, because its position

clashes with the plain language of section 301(a) and the

Majestic Housing requirement that the underlying agreement

must have created the rights or liabilities which the parties

seek to vindicate by their suit. Majestic Housing, 743 F.2d at

1345. We made this distinction clear in Majestic Housing: In

Painters and Decorators, “the rights and liabilities of both

parties were determined by the bargaining agreement,” but in

Majestic Housing, “although the amount of the mechanic’s

lien must be determined by the terms of the collective bargaining agreement, Majestic has no rights or liabilities under

the agreement.” Id. Similarly, IBT has no rights or duties

under the agreement, and thus Granite Rock’s tortious interference claim against IBT does not meet the requirements of

section 301(a). 

14712 GRANITE ROCK CO. v. TEAMSTERS
Granite Rock makes an additional argument in its unsuccessful attempt to bridge this gap: that the “close relationship”

between IBT and Local 287, at least when presented with

IBT’s aim to “benefit” from the breach by gaining a release

of liability through the proposed back-to-work agreement, justifies allowing a tort claim against IBT. Although Granite

Rock’s argument has some emotive force, Granite Rock provides no persuasive case support for its position, and does not

explain adequately how the concepts of “close relationship”

and “benefit” bring IBT within the scope of the contractual

rights and obligations created by the new CBA.1

The majority of our sister circuits to have considered the

question have declined to find a section 301(a) cause of action

against parties not governed by the relevant agreement. See

Int’l Union, United Mine Workers of America v. Covenant

Coal Corp., 977 F.2d 895, 897 (4th Cir. 1992) (“The majority

of courts to address the issue have refused to construe section

301 in such a way as to allow [tortious interference claims

against non-signatories.]”); Carpenters Local Union No. 1846

v. Pratt-Farnsworth, Inc., 690 F.2d 489, 501 (5th Cir. 1982)

(“[C]ourts have almost unanimously held that a section 301

suit may be brought for violation of a labor contract only

against those who are parties to the contract at issue.”).

Although there are some variations in phrasing, the circuits

are almost unanimous in rejecting LMRA jurisdiction over a

1

It is undisputed that the separate back-to-work agreement was never

signed, and IBT is not transformed into a third party beneficiary or obligor

by supporting an abandoned addendum to the relevant collective bargaining agreement. 

Moreover, although there may be limited section 301 remedies available

when parties are so intertwined that one is the “alter ego” of the other, and

a plaintiff might be able to recover by “piercing the veil,” see Local 159

v. Nor-Cal Plumbing, Inc., 185 F.3d 978, 984-85 (9th Cir. 1999) (finding

jurisdiction under section 301 because the veil-piercing theory “merely

concern[ed] the remedy attached to a breach of contract claim governed

by LMRA,” and was not a separate tort cause of action), Granite Rock did

not pursue such a theory in the district court. 

GRANITE ROCK CO. v. TEAMSTERS 14713
claim such as Granite Rock’s claim against IBT. See Greenblatt v. Delta Plumbing & Heating Corp., 68 F.3d 561, 572

(2d Cir. 1995) (holding that “at a minimum the defendant

must have breached some duty created by a labor contract to

be liable for a violation” under section 301(a)); Covenant

Coal, 977 F.2d at 897 (declining to find jurisdiction under

section 301(a) for a tortious interference with contract claim);

Pratt-Farnsworth, 690 F.2d at 501-02 (holding, in response to

plaintiffs’ arguments that defendants had “conspired” with the

alleged breaching party, that “the absence of a contractual

relationship between [the parties] requires dismissal of the

section 301 claim”); Serv., Hosp., Nursing Homes & Public

Employees Union, Local No. 47 v. Commercial Prop. Servs.,

Inc., 755 F.2d 499, 506 (6th Cir. 1985) (holding “that a district court does not have subject matter jurisdiction over a

non-signatory to a collective bargaining agreement, where no

rights or duties of the non-signatory party are stated in the

terms and conditions of the contract”); Loss v. Blankenship,

673 F.2d 942, 948 (7th Cir. 1982) (holding “that a complaint

for interference with a collective bargaining agreement,

against a non-party to that agreement, is not actionable under

§ 301(a) of the LMRA”); United Food & Com. Workers

Union, Local No. 1564 v. Quality Plus Stores, Inc., 961 F.2d

904, 906 (10th Cir. 1992) (concluding “that section 301 does

not establish subject-matter jurisdiction for a federal common

law claim of tortious interference against an entity that is not

a signatory to the contract”).

The only circuit to have adopted Granite Rock’s position is

the Third. Wilkes-Barre Publishing Co. v. Newspaper Guild

Local 120, 647 F.2d 372 (3d Cir. 1981). In Wilkes-Barre, the

court held that tortious interference claims do arise under the

underlying contract because “an essential element of the cause

of action . . . is a violation of the collective bargaining agreement.” Id. at 380-81. We rejected similar reasoning in Majestic Housing, where we held that “mere reference to the

14714 GRANITE ROCK CO. v. TEAMSTERS
collective bargaining agreement” is inadequate to confer jurisdiction under section 301(a). 743 F.2d at 1345.2

Granite Rock attempts to distinguish cases from other circuits by arguing that they did not deal with parties who are

“closely related” or who “benefitted from” the breach. As discussed above, these distinctions are unsupported by precedent

and the fact remains that only the Third Circuit has recognized a tortious interference claim under section 301(a).

Granite Rock’s assertion that we should create federal common law to reach IBT misinterprets our instructions from

Congress and the Supreme Court. The Supreme Court has

said that section 301 can be read as a “congressional mandate

to the federal courts to fashion a body of common law to be

used to address disputes arising out of labor contracts.” AllisChalmers v. Lueck, 471 U.S. 202, 209 (1985). However,

based on the language of section 301(a) and Allis-Chalmers,

we understand this as a mandate to create a federal common

law of labor contract interpretation, not an independent body

of tort law. Accord, Brazinski v. Amoco Petroleum Additives

Co., 6 F.3d 1176, 1180 (7th Cir. 1993) (“The common law to

be made is a common law of contracts, not a source of independent rights, let alone tort rights; for section 301 is as we

have said a grant of jurisdiction only to enforce contracts.”).

Finally, Granite Rock’s invocation of legislative intent does

not persuade us. Congress intended to improve the enforcement of bargaining agreements via the LMRA. S. Rep. No.

80-105 (1947). But “[n]othing in the legislative history of

2The Eleventh Circuit initially seemed to adopt the Third Circuit’s

approach in Local 472, United Ass’n of Journeymen & Apprentices v.

Georgia Power Co., 684 F.2d 721, 725 (11th Cir. 1982). However, the

Eleventh Circuit then implicitly overruled that precedent when it held, in

Xaros v. U.S. Fid. and Guar. Co., 820 F.2d 1176, 1181 (11th Cir. 1987),

that section 301(a) jurisdiction did not lie when the defendant was not a

signatory to the underlying contract, because the cause of action did not

“arise under the agreement but [was] merely related to it.” Id.

GRANITE ROCK CO. v. TEAMSTERS 14715
§ 301 bears on the question of holding a nonsignatory to a

collective bargaining agreement.” Carpenters Local Union

No. 1846 v. Pratt-Farnsworth, Inc., 690 F.2d 489, 503 n.6

(5th Cir. 1982). Granite Rock asks us to extrapolate from

Congress’s general purpose a tort claim against IBT, despite

the language of the statute, in the interests of “fundamental

fairness.” We decline to do so. The plain language of the statute appears to require at least that rights or obligations created

by a labor agreement be in contest to support a section 301(a)

challenge. Moreover, the persuasive array of authority in our

sister circuits counsels against adopting Granite Rock’s position, and leads us instead to take the beaten path established

by this extra-circuit precedent. 

Any “gap” that might exist in Congress’s labor law design

is for Congress and not for us to fill. When Congress regulates

an area comprehensively, as it has done in the federal labor

laws, rights and remedies can be defined and circumscribed.

 Congress has not left parties such as Granite Rock altogether

without recourse. It has provided for remedies in labor disputes through both section 301—against parties to the bargaining agreement—and through the National Labor

Relations Act, 29 U.S.C. §§ 151-169. Indeed, Granite Rock

vigorously pursued actions against Local 287 in the federal

courts as well as in the National Labor Relations Board. If

Congress did not provide a remedy for Granite Rock directly

against IBT on its asserted tortious interference claim, then

that is an issue to be addressed by Congress, not by an

extraordinary and outlier interpretation of the governing statute. 

[4] We affirm the dismissal of Granite Rock’s claims

against IBT.3

3Language in section 301(a) of the LMRA strongly suggests that its

requirements are necessary to confer subject-matter jurisdiction on the

federal courts: The action “may be brought in any district court of the

United States having jurisdiction of the parties, without respect to the

14716 GRANITE ROCK CO. v. TEAMSTERS
III

We review de novo the effect of the arbitration clause in

the alleged new CBA between Granite Rock and Local 287.

See Nagrampa v. Mailcoups, Inc., 469 F.3d 1257, 1267 (9th

Cir. 2006) (en banc). 

[5] The United States Supreme Court has drawn a distinction between challenges to an arbitration clause and challenges to an entire contract. The Court has stated this general

rule: “[U]nless the challenge is to the arbitration clause itself,

the issue of the contract’s validity is considered by the arbitrator in the first instance.” Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440, 445-46 (2006); see Prima Paint Corp.

v. Flood & Conklin Mfg. Co., 388 U.S. 395, 403-04 (1967).

The Ninth Circuit recognized this dichotomy recently in

Nagrampa, where we held that federal courts must refer to

arbitration those claims seeking to “invalidate or otherwise

directly affect the entire contract,” 469 F.3d at 1271, but may

hear “challenges specifically to [an] arbitration agreement.”

Id. at 1269. 

[6] Consistent with this framework, a party generally may

not sue in federal court under a contract that, by its terms,

amount in controversy or without regard to the citizenship of the parties.”

29 U.S.C. § 185(a); see also Steel Co. v. Citizens for a Better Env’t, 523

U.S. 83, 89 (1998) (reasoning that similar language in the Clean Water

Act made the Act’s requirements jurisdictional). This reading is consistent

with our precedent. See Majestic Housing, 743 F.2d at 1345 (holding that

“mere reference” to a collective bargaining agreement does not confer federal question jurisdiction under section 301(a)). Thus, a failure to state a

claim under section 301(a) of the LMRA is a defect in subject-matter

jurisdiction, and Granite Rock’s claim against IBT here should have been

dismissed under Federal Rule of Civil Procedure 12(b)(1), not 12(b)(6) as

the district court held. This difference in theory, however, leads to the

same result of dismissal. We may affirm the district court’s dismissal of

the claim on any grounds supported by the record, even if the district court

did not rely on those grounds. See United States v. State of Wash., 969

F.2d 752, 755 (9th Cir. 1992). 

GRANITE ROCK CO. v. TEAMSTERS 14717
requires arbitration. Teledyne, Inc. v. Kone Corp., 892 F.2d

1404 (9th Cir. 1989). In such cases, the matter must be sent

to arbitration “unless there is a challenge to the arbitration

provision which is separate and distinct from any challenge to

the underlying contract.” Id. at 1410 (citing Prima Paint, 388

U.S. at 402-04). In Teledyne, the plaintiff sued for breach of

contract, and defendant argued that the draft agreement was

never finalized. Id. We upheld the dismissal of the claim, in

favor of arbitration, to avoid the absurd result where a plaintiff simultaneously argues that the whole contract is valid, but

that the court should ignore the arbitration provision which

strips its power. 

Two years later, we held that a party who disputes the formation of a contract may not be forced to arbitrate the issue

of contract formation; otherwise “[p]arty A could forge party

B’s name to a contract and compel party B to arbitrate the

question of the genuineness of its signature.” Three Valleys

Municipal Water Dist. v. E.F. Hutton & Co., 925 F.2d 1136,

1140 (9th Cir. 1991). In Three Valleys, plaintiffs sued E.F.

Hutton for substantial losses in their investment accounts. Id.

at 1137. Defendant asserted an arbitration clause in a client

agreement, while plaintiffs contended that the entire client

agreement was not binding because the signor lacked authority to bind plaintiffs. Id. at 1138. The district court directed

arbitration of the contract formation issue, and we reversed on

the grounds that forcing the formation issue into arbitration

would have held the plaintiffs to an arbitration clause upon

which they might not have agreed. Id. at 1138-42. 

The parties’ briefing and the district court’s careful analysis

in the case at bar illuminate the conceptual tension that exists

between Teledyne and Three Valleys. It might be argued that

these two cases look in opposite directions: Teledyne compelled arbitration on the question of contract formation, Three

Valleys reserved the formation question for the court. However, the court in Three Valleys distinguished its facts from

those in Teledyne in an instructive way: 

14718 GRANITE ROCK CO. v. TEAMSTERS
Teledyne is a rare case. In Teledyne, the plaintiff (1)

asserted the validity of the underlying contract containing the arbitration clause by bringing a breach of

contract action and (2) did not make an independent

challenge to the arbitration clause. The plaintiff thus

had no ground on which to repudiate the arbitration

agreement. As we explained in Teledyne, to allow

the plaintiff to circumvent arbitration in these circumstances by bringing its claims in federal court

would lead to an absurd result . . . . 

Three Valleys, 925 F.2d at 1142. This reading of Teledyne

precisely fits the facts of the case presented by the appeal

before us. Whether the facts of this case and of Teledyne are

“rare” or not, we conclude that the general rule stated by the

Supreme Court, reiterated recently in our en banc decision in

Nagrampa, and previously implemented sensibly in Teledyne,

should be followed. 

[7] Here, Granite Rock brings a section 301(a) breach of

contract action based on its alleged new CBA with Local 287,

which includes an arbitration clause covering “[a]ll disputes

arising under this agreement.” This clause is broad enough to

cover the dispute over contract formation, and Granite Rock

does not make an independent challenge to the arbitration

clause.4 Granite Rock “thus ha[s] no ground on which to repu4While Granite Rock does not argue the arbitration clause is invalid in

any way, it does argue briefly that the clause does not cover a dispute over

formation. However, Granite Rock offers no support for a narrow reading

of the arbitration clause here. Arbitration clauses are to be construed very

broadly: “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.” AT&T Techs., Inc.

v. Comm. Workers, 475 U.S. 643, 650 (1986) (quoting Steelworkers v.

Warrior & Gulf Navigation Co., 363 U.S. 574, 582-83 (1960)). Because

Granite Rock is suing “under” the alleged new CBA, the arbitration clause

is certainly “susceptible of an interpretation” that covers the dispute. 

GRANITE ROCK CO. v. TEAMSTERS 14719
diate the arbitration agreement.” Three Valleys, 925 F.2d at

1142. Therefore, we must not allow Granite Rock to “circumvent arbitration in these circumstances by bringing its claim

in federal court.” Id.

Granite Rock contends that because Local 287 has contested the issue of contract formation, Local 287 has repudiated and waived the arbitration clause and should be estopped

from asserting it, even as to questions of breach and damages.

We summarily rejected that rationale in Teledyne, where the

defendant denied the existence of the contract but asserted the

arbitration clause. We stated: “Teledyne argues that Kone has

no right to enforce the arbitration provision because it has

denied that a valid contract exists. If accepted, this argument

would produce an absurd result . . . .” 892 F.2d at 1410. Local

287 timely raised the arbitration issue, and thus it is entirely

acceptable for Local 287 to argue in the alternative that the

agreement was never ratified, but even if it was, this case

belongs in arbitration. (This outcome does not fun afoul of

Three Valleys. The court there ultimately held that “ ‘a party

cannot be required to submit [to arbitration] any dispute

which he has not agreed so to submit.’ ” Three Valleys, 925

F.2d at 1142 (quoting AT & T Technologies, Inc. v. Communications Workers, 475 U.S. 643, 648 (1986)). In Three Valleys

the party contesting contract formation also resisted arbitration, so it was a permissible outcome to reserve the question

of contract formation for the court. 

[8] Here, both parties consented to arbitration; Granite

Rock implicitly by suing under the contract containing the

arbitration clause, and Local 287 explicitly by asserting the

arbitration clause. Either might have had the right to a court

determination of the formation issue had that right not been

waived by asserting the validity of the contract. The holding

of Teledyne is clear: Parties have no right to access the federal

courts when they sue under agreements which, by their terms,

remove the federal courts’ power to hear the case—unless

14720 GRANITE ROCK CO. v. TEAMSTERS
they challenge the arbitration clause independently. See Teledyne, 892 F.2d at 1410. 

Congress and the Supreme Court have declared a “national

policy favoring arbitration.” Buckeye Check Cashing, 546

U.S. at 443 (citing the Federal Arbitration Act, 9 U.S.C. §§ 1-

16). As courts have noted however, this policy is best served

by limiting arbitrators’ jurisdiction to those cases where the

parties have actually agreed to arbitrate; “[t]he willingness of

parties to enter into agreements that provide for arbitration of

specified disputes would be ‘drastically reduced’ . . . if a labor

arbitrator had the ‘power to determine his own jurisdiction

. . . .’ ” AT & T, 475 U.S. at 651 (quoting Cox, Reflections

Upon Labor Arbitration, 72 Harv. L. Rev. 1482, 1509

(1959)). When the parties have both consented to arbitration

there are no concerns about arbitrators imposing themselves

upon parties. If a party sues under a contract containing a

broad arbitration clause, logic dictates that the most reliable

way of honoring the parties’ expectations is to enforce that

arbitration clause from the outset unless the other party shows

it never agreed to arbitrate. 

When an alleged contract includes a broad arbitration

clause, it is sensible to conclude that an arbitrator will hear

challenges to contract formation or to the contract as a whole

—provided that both parties have consented, in some fashion,

to arbitration. Teledyne shows that one can consent to arbitration by suing under a contract that includes an applicable arbitration clause.

[9] The challenge here regards contract formation, Granite

Rock does not challenge the arbitration clause independently,

and both parties have consented to arbitration. As such, Granite Rock’s claims against Local 287 should have been dismissed in favor of arbitration. 

We AFFIRM the district court’s judgment dismissing

Granite Rock’s claims against IBT, and we REVERSE and

GRANITE ROCK CO. v. TEAMSTERS 14721
REMAND the district court’s order denying Local 287’s

motion to arbitrate, with instructions that Granite Rock and

Local 287 should be compelled to arbitrate their dispute in its

entirety. Costs of IBT and of Local 287 shall be borne by

Granite Rock. 

14722 GRANITE ROCK CO. v. TEAMSTERS