PG Publishing Co v. Newspaper Guild of Pittsburgh ( 2021 )

PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
_______________________
No. 20-3475
_______________________
PG PUBLISHING, INC.,
d/b/a Pittsburgh Post Gazette,
Appellant
v.
THE NEWSPAPER GUILD OF PITTSBURGH,
COMMUNICATION WORKERS OF AMERICA, AFL-
CIO LOCAL 38061
_______________________
On Appeal from the United States District Court
for the Western District of Pennsylvania
District Court No. 2-20-cv-00236
District Judge: The Honorable Marilyn J. Horan
__________________________
Argued September 22, 2021
Before: SMITH, Chief Judge, McKEE, and RESTREPO,
Circuit Judges
(Filed: November 30, 2021)
Brian M. Hentosz
Terrence H. Murphy [ARGUED]
Littler Mendelson
625 Liberty Avenue
EQT Plaza, 26th Floor
Pittsburgh, PA 15222
Counsel for Appellant
Patrick K. Lemon
Joseph J. Pass [ARGUED]
Joseph S. Pass
Jubelirer Pass & Intrieri
219 Fort Pitt Boulevard
1st Floor
Pittsburgh, PA 15222
Counsel for Appellee
__________________________
OPINION
__________________________
SMITH, Chief Judge.
2
This appeal implicates procedural complexities at the
intersection of the Labor Management Relations Act
(“LMRA”) and the Federal Arbitration Act (“FAA”). In many
labor disputes, both statutes provide means for seeking vacatur
or confirmation of arbitration awards. But they differ in
several ways. They employ distinct procedural vehicles,
require litigants to meet different legal standards, and—as
particularly important here—prescribe separate limitations
periods.
In this case, PG Publishing, Inc. (“PG”) seeks to vacate
the labor arbitration award at issue in this dispute, invoking
both the LMRA and the FAA. 29 U.S.C. § 185(a) (LMRA
Section 301); 9 U.S.C. § 10 (FAA Section 10). PG contends
that even if it filed its complaint outside of the applicable
limitations period for an LMRA action, it filed within the
FAA’s 90-day limitations period for motions to vacate an
arbitration award.
Although we agree that a party may bring both an
LMRA action and a FAA motion challenging or confirming
certain labor arbitration awards, we conclude here that PG did
not proceed by motion as required by the FAA, and so did not
properly invoke that statute. We further conclude that its
LMRA Section 301 action was untimely.
The District Court properly dismissed PG’s complaint
as untimely, so we will affirm. In reaching our decision, we
clarify the procedures for seeking to vacate or confirm an
arbitration award under the LMRA and under the FAA.
3
I
We begin by comparing two procedural vehicles for
seeking to vacate or confirm a labor arbitration award: civil
actions, whether under LMRA Section 301 or otherwise,1 and
motions under the FAA. We do so because many labor
arbitrations fall within the ambits of both the LMRA2 and the
FAA, including the arbitration at issue presented in this
appeal.3 It follows that both civil actions under the LMRA and
1
Not all civil actions to confirm or vacate a labor arbitration
award raise claims under the LMRA. For example, in labor
disputes arising from contracts between the U.S. Postal Service
and unions representing postal employees, courts have
recognized a right to seek vacatur of a labor arbitration award
under the Postal Reorganization Act, 39 U.S.C. § 1208(b).
E.g., U.S. Postal Serv. v. Am Postal Workers Union, 553 F.3d
686, 689 (D.C. Cir. 2009); Houser v. Postmaster Gen. of the
United States, 573 F. App’x 141, 142 n.2 (3d Cir. 2014) (per
curiam) (Ҥ 1208(b) is the analogue to section 301(a) of the
Labor Management Relations Act, and the law under § 301 is
fully applicable to suits brought under § 1208(b).” (quoting
Gibson v. U.S. Postal Serv., 380 F.3d 886, 889 n.1 (5th Cir.
2004)).
2
The LMRA applies to labor–management relations subject to
the National Labor Relations Act (“NLRA”). Masy v. N.J.
Transit Rail Operations, Inc., 790 F.2d 322, 325 (3d Cir. 1986)
(citing 29 U.S.C. § 185 (LMRA); 29 U.S.C. § 152 (NLRA)).
3
The FAA does not apply to labor arbitrations that are
excluded by FAA Section 1. 9 U.S.C. § 1. FAA Section 1
4
motions under the FAA are available for seeking vacatur or
confirmation of certain labor arbitration awards. E.g.,
Teamsters Local 117 v. United Parcel Serv., 966 F.3d 245,
248–50 (3d Cir. 2020) (involving a union’s motion pursuant to
FAA Section 9, 9 U.S.C. § 9, to confirm a labor arbitration
award); see generally Int’l Bhd. of Elec. Workers, Local
No. 111 v. Pub. Serv. Co. of Colo., 773 F.3d 1100, 1106–07
(10th Cir. 2014) (concluding that Section 301 and the FAA are
excludes from the FAA’s coverage contracts of employment
involving “transportation workers.” Circuit City Stores, Inc. v.
Adams, 532 U.S. 105, 109 (2001) (Op. of Kennedy, J.); id. at
130 (Stevens, J., dissenting) (noting that this construction of
FAA Section 1 was made by the Third Circuit in Tenney
Eng’g, Inc. v. Elec. Workers, 207 F.2d 450, 452 (3d Cir. 1953)
(en banc)).
In Tenney, which continues to be the law of this Circuit, we
held that transportation workers are workers “who are actually
engaged in the movement of interstate or foreign commerce or
in work so closely related thereto as to be in practical effect
part of it.” Singh v. Uber Techs. Inc., 939 F.3d 210, 220–21
(3d Cir. 2019) (quoting Tenney, 207 F.2d at 452)).
The Union does not contend that its members are transportation
workers within the meaning of FAA Section 1. Accordingly,
the transportation worker exception does not apply here.
5
not “mutually exclusive” (citing Smart v. Int’l Bhd. of Elec
Workers, 315 F.3d 721, 724–25 (7th Cir. 2002)).
Although parties can use both procedural vehicles to
pursue review of arbitration awards in certain labor disputes,
LMRA Section 301 actions and FAA motions produce distinct
types of proceedings, prescribe different legal standards, and
provide separate limitations periods.
A. Motions practice and summary proceedings under the
FAA
Whereas LMRA complaints proceed as typical civil
actions,4 applications to courts under the FAA take the form of
motions unless otherwise “expressly provided” in the FAA
itself. 9 U.S.C. § 6. Neither FAA Section 9, which provides
for confirmation of arbitration awards, nor FAA Section 10,
which provides for vacatur of arbitration awards, prescribe
other procedures. We have held that applications to confirm
4
The LMRA includes a right of action under Section 301 to
confirm or vacate labor arbitration awards. Gen. Drivers,
Warehousemen and Helpers v. Riss & Co., 372 U.S. 517, 519
(1963) (per curiam) (concerning action to confirm an award
under Section 301); Unite Here Local 1 v. Hyatt Corp., 862
F.3d 588, 595 (7th Cir. 2017) (“Section 301 . . . is understood
to include a request to enforce (or vacate) an award entered as
a result of the procedure specified in a collective bargaining
agreement for the arbitration of grievances.” (citing United
Steelworkers of Am. v. Enter. Wheel & Car Corp., 363 U.S.
593, 595–96 (1960))).
6
an arbitration award under FAA Section 9 are to be made as
motions. IFC Interconsult, AG v. Safeguard Int’l Partners,
LLC, 438 F.3d 298, 308 (3d Cir. 2006). Likewise, we hold here
that applications to vacate an arbitration award under FAA
Section 10 are also to be made as motions. See Hall St.
Assocs., LLC v. Mattel, Inc., 552 U.S. 576, 582 (2008) (FAA
applications for vacatur are motions); Health Servs. Mgmt.
Corp. v. Hughes, 975 F.2d 1253, 1258 (7th Cir. 1992) (same);
O.R. Secs. v. Pro. Planning Ass’n, 857 F.2d 742, 748 (11th Cir.
1988) (same).
Unlike civil actions under the LMRA, which are formal
civil proceedings to which the Federal Rules of Civil Procedure
are fully applicable, FED. R. CIV. P. 1, FAA Section 9 motions
to confirm an arbitration award are addressed through
summary proceedings, which are shorn of certain formalities
such as pleadings. Teamsters, 966 F.3d at 254.5 That is
because FAA Section 9 “expressly provides for an
‘application’ for confirmation, does not instruct parties to file
a complaint, and does not instruct the district court to carry on
a formal judicial proceeding.” Id. at 255 (“the Federal Rules
of Civil Procedure apply only to the extent procedures are not
provided for under the FAA” (citing
FED. R. CIV. P. 81(a)(6)(B))).
5
See also D.H. Blair & Co, Inc. v. Gottdiener, 462 F.3d 95,
110 (2d Cir. 2006) (noting that confirmation of an arbitration
award under the FAA is a “summary proceeding”) (citing
Florasynth, Inc. v. Pickholz, 750 F.2d 171, 176 (2d Cir. 1984)).
7
Although we have not previously considered whether
motions to vacate result in summary proceedings, we are
satisfied that our reasoning in Teamsters applies equally to
FAA Section 10 motions to vacate an arbitration award.
Like FAA Section 9, FAA Section 10 provides that
courts may vacate an arbitration award upon “application” of
any party to the arbitration; does not instruct parties to file a
complaint; and does not instruct the district court to carry on a
formal judicial proceeding. 9 U.S.C § 10(a). And
confirmation and vacatur of an arbitration award are simply
opposite sides of the same FAA coin: “A court must confirm
an arbitration award unless it is vacated, modified, or
corrected.” Hall St., 552 U.S. at 582 (cleaned up). Thus, we
conclude that motions to vacate under FAA Section 10 also
result in summary proceedings. Id. (noting that an application
for confirmation, vacatur, modification, or correction of an
arbitration award “will get streamlined treatment as a motion”
(citing 9 U.S.C. §§ 6, 9–11)); see generally Moses H. Cone
Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 27 (1983)
(proceedings under the FAA are meant to follow “summary
and speedy procedures”).6
6
See also Beijing Shougang Mining Inv. Co, Ltd. v. Mongolia,
11 F.4th 144, 160 (2d Cir. 2021) (in considering a motion to
vacate, noting that “the confirmation of an arbitration award is
a summary proceeding that merely makes what is already a
final arbitration award a judgment of the court”); Photopaint
Techs., LLC v. Smartlens Corp., 335 F.3d 152, 159 (2d Cir.
2003) (“An action at law is not identical to the summary
8
B. Legal standards under FAA summary proceedings
Because FAA motions result in summary proceedings,
and summary proceedings lack certain formalities such as
pleadings, the pleading standards set forth in Rule 12 of the
Federal Rules of Civil Procedure are inapplicable to FAA
motions. IFC Interconsult, 438 F.3d at 308–09.7 This makes
intuitive sense: The pleadings stage of a civil action serves as
a gateway to discovery and to the discovery tools available
under the Civil Rules. Bell Atl. Corp. v. Twombly, 550 U.S.
544, 556 (2007). By contrast, the summary proceedings that
result from an FAA motion to confirm or vacate an arbitration
award are “not intended to involve complex factual
determinations, other than a determination of the limited
statutory conditions for confirmation or grounds for refusal to
confirm.” Teamsters, 966 F.3d at 252 (quoting Zeiler v.
Deitsch, 500 F.3d 157, 169 (2d Cir. 2007)); see also O.R. Secs.,
857 F.2d at 745 (rejecting contention that an FAA proceeding
confirmation proceeding established by the FAA, which was
intended to streamline the process and eliminate certain
defenses.”).
7
See also Productos Mercantiles E Industriales, S.A. v.
Faberge USA, Inc., 23 F.3d 41, 46 (2d Cir. 1994) (holding that
when a party “appropriately sought relief in the form of a
motion, the court was not required to comply with the pleading
requirements of FED. R. CIV. P. 12(b)”); O.R. Secs., 857 F.2d
at 748 (“The rules of notice pleading, FED. R. CIV. P. 8, do not
apply to a proceeding to vacate an arbitration award, as all
relief must be sought in the form of a motion.”).
9
to vacate an arbitration award should “develop into full scale
litigation, with the attendant discovery, motions, and perhaps
trial”). A court can, within its discretion, decide an FAA
motion without conducting a full hearing or taking additional
evidence. Legion Ins. Co. v. Ins. Gen. Agency, Inc., 822 F.2d
541, 542–43 (5th Cir. 1987) (“This case posed no factual issues
that required the court, pursuant to the Arbitration Act, to delve
beyond the documentary record of the arbitration and the
award rendered.”);8 accord Faberge, 23 F.3d at 46.
Whereas at the pleading stage of an LMRA Section 301
action, a plaintiff’s factual allegations in its complaint to vacate
an arbitration award are entitled to a liberal reading,9 a party
moving to vacate an arbitration award pursuant to FAA
Section 10 immediately bears the burden of proof. Gottdiener,
462 F.3d at 110; Egan Jones Ratings Co. v. Pruette, No. 16-
8
In so concluding, the Fifth Circuit noted that the Civil Rules
do not require district courts to conduct full hearings on
parties’ motions. Legion, 822 F.2d at 543 (citing
FED. R. CIV P. 43(e), 78). Here, we need not decide which of
the Civil Rules may apply to summary proceedings under the
FAA. Instead, we simply reiterate that the Rules “apply in
FAA proceedings only to the extent procedures are not
provided for under the FAA.” Teamsters, 966 F.3d at 255
(citing FED. R. CIV. P. 81(a)(6)(B)).
9
Cf. ABF Freight Sys, Inc. v. Int’l Bhd. of Teamsters, 728 F.3d
853, 857 (8th Cir. 2013) (applying the Rule 12(b)(6) standard
to an LMRA Section 301 action for breach of a labor
agreement).
10
mc-105, 2017 WL 345633, at *1 (E.D. Pa. Jan. 24, 2017); cf.
O.R. Secs., 857 F.2d at 745 (disagreeing that “the burden of
dismissing” an FAA motion to vacate is “on the party
defending the arbitration award”). There is thus a formal
difference between the standards applicable to an LMRA
Section 301 complaint and an FAA Section 10 motion, even if
both are brought simultaneously by a single party to seek
vacatur of the same arbitration award based on all of the same
arguments. But in practice, that formal distinction may often
be of little significance. It may well be the case that many
LMRA Section 301 actions to vacate can be decided as a
matter of law on the pleadings. E.g., Prospect CCMC, LLC v.
CCNA/Pa. Ass’n of Staff Nurses and Allied Pros., Misc. No.
18-174, Civ. Action No. 18-4039, 2019 WL 342713, at *8
(E.D. Pa. Jan. 28, 2019). (“As this matter seeks review of a
labor arbitration award, there are no material issues of fact
presented, but rather questions as to which party is entitled to
a judgment as a matter of law.”).
C. Statutes of limitations for FAA motions
LMRA Section 301 actions and FAA motions also draw
different statutes of limitations. FAA motions are governed by
the statutes of limitations set forth in the FAA itself. As
relevant here, FAA Section 12 provides a 90-day limitations
11
period for motions to vacate, modify, or correct an award.10 9
U.S.C. § 12.
By contrast, as a matter of federal law, “actions to
vacate or confirm an arbitration award under Section 301 [are]
governed by the relevant state statute of limitations.” Serv.
Emps. Int’l Union v. Office Ctr. Servs., Inc., 670 F.2d 404,
407–09 (3d Cir. 1982) (“SEIU”) (applying United Auto
Workers v. Hoosier Cardinal Corp., 383 U.S. 696 (1966)). In
choosing the relevant state statute of limitations, the law of the
forum state generally controls. When it is Pennsylvania law
that is relevant to a Section 301 action to vacate an arbitration
award, we have held that the applicable state statute of
limitations is the 30-day period prescribed by 42 PA. CONS.
STAT. § 7314(b). Eichleay Corp. v. Int’l Ass’n of Bridge,
Structural & Ornamental Iron Workers, 944 F.2d 1047, 1062
(3d Cir. 1991). Thus, because the FAA’s statutes of limitations
are not the “relevant state statute of limitations,” the FAA’s
statutes of limitations do not apply to Section 301 actions to
vacate or confirm an arbitration award. Id. at 1060–62 (citing
SEIU, 670 F.2d at 406–08).
10
For a given arbitration award, the FAA’s limitations period
for motions to vacate is not always longer than the state
limitations period that would apply to a Section 301 action to
vacate. United Parcel Serv., Inc. v. Mitchell, 451 U.S. 56, 64
(1981) (“Obviously, if New York had adopted a specific 6-year
statute of limitations for employee challenges to awards . . . ,
we would be bound to apply that statute under the reasoning of
Hoosier Cardinal[, 383 U.S. 696 (1966)].”)
12
* * *
Bearing in mind these similarities and differences
between LMRA Section 301 actions and FAA motions, we
turn to the present dispute between PG and the Newspaper
Guild of Pittsburgh (“the Union”).
II
This is an appeal from the District Court’s dismissal, on
statute of limitations grounds, of PG’s challenge to its loss in
labor arbitration. The parties’ dispute concerns how much
money PG must contribute to its employees’ health insurance
fund. PG publishes The Pittsburgh Post-Gazette, and the
Union collectively bargains with PG on behalf of certain PG
employees. Union employees are provided health insurance
from the Western Pennsylvania Teamsters and Employers
Welfare Fund (“the Fund”).
From 2014 to 2017, the parties were subject to a
collective bargaining agreement that established PG’s required
contribution to the Fund for 2015 and capped increases in
contributions at 5 percent per year for 2016 and 2017.
Exhibit B of the parties’ CBA reported a specific schedule of
health benefits available under the health insurance plan. For
the 2016 benefit year, the Fund increased rates by 5.9 percent.
PG contributed 5 percent, and the Union addressed the
remaining 0.9 percent by adjusting the deductibles in the
Exhibit B schedule of benefits. For the 2017 benefit year, the
Fund increased rates by 5 percent, and PG paid the entirety of
the increase.
13
On March 31, 2017, the parties’ CBA expired, although
the terms remain in effect due to a contractual “evergreen”
provision. The parties bargained over, but did not reach, a
successor agreement. In the meantime, the Fund increased
rates for the 2018, 2019, and 2020 benefit years. PG did not
cover any increases; instead, it maintained its contributions at
the 2017 benefit year level.
During this time, the parties brought their dispute to
parallel proceedings. One, before the National Labor Relations
Board, concerned whether PG violated its federal labor law
duty to maintain the status quo in declining to cover the Fund’s
rate increases. The Board concluded that there was no labor
law violation.
The other proceeding, an arbitration pursuant to the
CBA’s grievance process, presented three issues: (1) whether
the Union’s grievance was arbitrable; (2) whether PG breached
the CBA in declining to cover the Fund’s rate increases; and
(3) if PG did breach the CBA, what the remedy should be. In
its grievance, the Union argued that the CBA itself required PG
to maintain the Fund benefits set forth in Exhibit B of the CBA.
The Union also raised a past practice argument: “The parties[’]
practice has been the Employer continued to pay whatever was
necessary to maintain the benefits in the parties[’] Agreement.”
In response, PG argued that the Union’s grievance was
untimely and barred by laches; that the CBA did not provide
for increases in contribution rates after January 2017; and that
Section 302 of the LMRA, 29 U.S.C. § 186, prohibited PG
from paying the increases in contribution rates.
14
In October 2019, after the NLRB had issued its ruling,
the parties arbitrated the Union’s grievance before Arbitrator
Jay Nadelbach. In November 2019, the parties corresponded
with Arbitrator Nadelbach regarding the due date for post-
hearing briefs. Counsel for PG proposed a December 20, 2019
due date. But Counsel for the Union expressed concern with
PG’s proposed due date, considering it as “too far out in light
of the fact [that] the Health and Welfare Fund will most likely
need a response concerning this issue by January 1, 2020.” In
response, Arbitrator Nadelbach communicated that he could
issue an award by December 31, 2019 if he received the briefs
by December 20, 2019. Both parties agreed to the Arbitrator’s
proposed timing.
On December 30, 2019, Arbitrator Nadelbach issued the
Arbitration Award by email with the note: “as promised, by the
end of this calendar year.” The December 2019 Award
consisted of five numbered paragraphs. Two contained the
rulings that (1) the grievance was arbitrable and not time barred
and (2) PG violated the CBA by failing to maintain agreed-
upon health care benefits.
The remaining three paragraphs concerned the remedy:
3) The Employer is directed to pay the
amount necessary to maintain the specific
health insurance benefit levels set forth
[in the CBA] (ie. [sic], all increases that
may be required to keep the contractual
level of benefits), subject to and until a
new collective bargaining agreement is
15
negotiated and reached between the
parties.
4) Employees shall be made whole for
any out-of-pocket monies paid as a result
of the Employer's failure to maintain the
contractual level of benefits.
5) This Award is final and binding. I shall
retain jurisdiction, however, for the
limited purpose of resolving any disputes
that may arise in the implementation of
the remedy granted in paragraph #4
herein.
The Award also noted that “a full Award and Opinion
[was] to follow by mid-January.”
On January 21, 2020, Arbitrator Nadelbach issued a 21-
page Opinion, which noted that the Award had been “first
transmitted to [the parties] via email prior to the end of the
calendar year on December 30, 2019.” The January 2020
Opinion provided the reasoning for the Arbitrator’s rulings on
the issues submitted for arbitration. In a footnote, the Opinion
disposed of PG’s LMRA Section 302 argument on its
conclusion that “the collective bargaining agreement itself is
the written commitment that satisfies any possible Section 302
claim.” The Opinion ended in substantially the same five-
paragraph Award contained in the Arbitrator’s December 30,
2019 email.
16
On February 14, 2020, PG sought to vacate the
Arbitration Award in federal court. PG styled its filing as a
“Complaint” raising five “counts”: I) violation of public
policy; II) collateral estoppel; III) violation of LMRA Section
302; IV) manifest disregard of the law; and V) failure of the
Award to draw its essence from the CBA. The filing sought to
invoke the District Court’s jurisdiction under both LMRA
Section 301 and FAA Section 10, and Counts IV and V both
referenced the FAA. The Complaint did not, however,
reference FAA motions practice.
In response, the Union moved for Rule 12 dismissal of
PG’s action on grounds that it was untimely. The Union argued
that the December 2019 Award was final, thus starting the
limitations period for challenging the Award; that the
applicable limitations period for LMRA Section 301 actions
was 30 days; and that PG filed its Complaint more than 30 days
after the Arbitrator issued the December 2019 Award. The
Union also argued that PG failed to state a claim that the Award
was unenforceable. The Union concurrently counterclaimed
for enforcement of the Award pursuant to LMRA Section 301.
PG agreed that Rule 12’s standards applied but also
contended that Counts I, II, III, and V of the Complaint were
brought under both the LMRA and the FAA, and that Count IV
was brought under the FAA alone. Consequently, PG argued,
the FAA’s 90-day limitation period for motions to vacate
applied, and PG’s bid to vacate the arbitration award was
timely. PG also argued that the December 2019 Award was an
interim award that did not become final until the Arbitrator’s
January 2020 Opinion so, in turn, PG’s Complaint was timely
17
under LMRA Section 301 because it was filed within 30 days
of the January 2020 opinion.
The Magistrate Judge to whom the matter was referred
largely agreed with the Union’s arguments. Treating the
Section 301 limitations period as jurisdictional, the Magistrate
Judge recommended Rule 12(b)(1) dismissal of PG’s action as
untimely. PG Publ’g Co. v. Newspaper Guild of Pitt., No. 2-
20-cv-00236, 2020 WL 7211214, at *6–*12 (W.D. Pa. Sept.
14, 2020) (R. & R. of Lenihan, Mag. J.). In the alternative, the
Magistrate Judge recommended Rule 12(b)(6) dismissal of
PG’s action for failure to state a claim. Id. at *13–*17.11
The District Court adopted the Magistrate Judge’s
recommendations. PG Publ’g Co. v. Newspaper Guild of Pitt.,
No. 2-20-cv-00236, 2020 WL 7065834, at *1 (W.D. Pa. Dec.
3, 2020) (Op. of Horan, J.). It dismissed PG’s action with
prejudice on alternative bases: as time barred pursuant to Rule
12(b)(1), and for failure to state a claim pursuant to Rule
12(b)(6). It also entered an order for enforcement of the
Arbitration Award in favor of the Union. Id. at *4. PG’s timely
appeal followed.
11
In making these recommendations, the Magistrate Judge
concluded that November 2019 email exchange between the
parties and the December 2019 Award were “integral to or
explicitly relied upon” in PG’s Complaint, which included the
January 2020 Opinion. Thus, the Magistrate Judge declined to
convert the Union’s motion to dismiss into a motion for
summary judgment. Id. at *4.
18
III
A. Jurisdiction
The District Court had federal question jurisdiction over
PG’s LMRA Section 301 action pursuant to 28 U.S.C. § 1331.
If PG had properly moved to vacate the Arbitration
Award pursuant to FAA Section 10—although, as we will
explain, it did not—the District Court also would have had
federal question jurisdiction over the motion12 via the
jurisdictional grant of LMRA Section 301. 29 U.S.C. § 185(a);
Teamsters, 966 F.3d at 250 (concluding that there was federal
question jurisdiction via LMRA Section 301 over the union’s
FAA motion); United Transp. Union Local 1589 v. Suburban
Transit Corp., 51 F.3d 376, 379 (3d Cir. 1995) (same); Indep.
Lab’y Emps. Union, Inc. v. ExxonMobil Research & Eng’g
Co., No. 3:18-cv-10835, 2019 WL 3416897, at *4 (D.N.J. July
29, 2019) (same).
We have jurisdiction to review the District Court’s
order pursuant to 28 U.S.C. § 1291.
12
FAA motions must invoke an “independent jurisdictional
basis,” as the FAA does not itself “bestow . . . federal
jurisdiction.” Vaden v. Discover Bank, 556 U.S. 49, 59 (2009)
(cleaned up).
19
B. Standard of review
We exercise plenary review over dismissals for lack of
subject matter jurisdiction. McCann v. Newman Irrevocable
Trust, 458 F.3d 281, 286 (3d Cir. 2006). Here, the District
Court determined that the limitations period for seeking
judicial review of an arbitration award was a jurisdictional bar
and accordingly granted dismissal on timeliness grounds for
lack of subject matter jurisdiction. As we will explain, we
agree with the District Court that PG’s LMRA Section 301
action was untimely. But we conclude that the limitations
period for Section 301 actions is not jurisdictional. Congress
has not expressly made it so, nor has it implicitly done so
through silence in the face of a long line of decisions treating
the LMRA limitations period as jurisdictional. Henderson ex
rel. Henderson v. Shinseki, 562 U.S. 428, 435–36 (2011)
(holding that there must be “clear indication that Congress
wanted the rule to be jurisdictional,” although Congress “need
not use magic words” (cleaned up)); Hoosier Cardinal, 383
U.S. at 704–05 (considering tolling principles immediately
after holding that the timeliness of Section 301 suits should be
determined by reference to the appropriate state statute of
limitations).
Thus, we review the District Court’s dismissal on
timeliness grounds as a dismissal for failure to state a claim.
Petruska v. Gannon Univ., 462 F.3d 294, 303 (3d Cir. 2006)
(reviewing Rule 12(b)(1) dismissal as a dismissal under
Rule 12(b)(6) because the claims bar at issue was not
20
jurisdictional).13 As we do for dismissals for lack of subject
matter jurisdiction, we exercise plenary review over dismissals
for failure to state a claim. In so doing, we construe factual
allegations and reasonable inferences “in a light most favorable
to the plaintiff,” but we need not assume the truth of the
plaintiff’s legal conclusions. Oakwood Labs LLC v. Thanoo,
999 F.3d 899, 903–04 (3d Cir. 2021) (cleaned up).
By contrast, if the District Court had ruled on an FAA
motion to confirm or vacate an arbitration award, we would
have reviewed its factual findings for clear error and its legal
conclusions de novo. Sutter v. Oxford Health Plans LLC, 675
F.3d 215, 219 (3d Cir. 2012).
IV
We conclude, like the District Court, that PG’s bid to
vacate the Arbitration Award was untimely. Although PG filed
its Complaint within 90 days of the arbitrator’s award, which
is the limitations period applicable to motions to vacate under
the FAA, PG’s general references to the FAA in its Complaint
13
Generally, a statute of limitations defense cannot be raised
under Rule 12 because it is not one of the enumerated defenses
“a party may assert . . . by motion” under the rule.
FED. R. CIV. P. 12(b). But in our Circuit, we permit such a
motion pursuant to Rule 12(b)(6) “if the time alleged in the
statement of a claim shows that the cause of action has not been
brought within the statute of limitations.” Fried v. JP Morgan
Chase Co., 850 F.3d 590, 604 (3d Cir. 2017) (quoting Schmidt
v. Skolas, 770 F.3d 241, 249 (3d Cir. 2014)).
21
are not sufficient to invoke FAA Section 10 as a means of
seeking vacatur, distinct from its LMRA Section 301 action to
vacate. PG’s LMRA Section 301 action, albeit properly
invoked, was untimely because the limitations period began
with the December 2019 Award; the applicable limitations
period is 30 days; and PG filed more than 30 days after the
arbitrator issued the December 2019 Award.
A. PG did not move to vacate the Award pursuant to the
FAA.
In determining whether PG’s filing labeled “Complaint
to Vacate Arbitration Award” properly invoked the FAA, we
look to both the substance of the filing and PG’s manner of
litigating this dispute. In IFC Interconsult, we concluded that
IFC’s application for confirmation of an arbitration award was
a motion, not a pleading, notwithstanding the fact that it was
labeled a “petition.” 438 F.3d at 307–08. Substantively, IFC’s
filing opened with the words, “Petitioner IFC Interconsult, AG
moves the court for an order.” Id. at 308 (emphasis added).
IFC also litigated its application for confirmation of the award
in the manner of a motion. It filed a brief, a proposed order,
and an appropriate affidavit alongside its application for
confirmation, as required for motions practice under the U.S.
District Court for the Eastern District of Pennsylvania’s
LOCAL R. CIV. P. 7.1. Id. at 307–08.
Thus, we concluded that SIP, the party opposing the
confirmation of the arbitration award, was on notice that IFC
was proceeding by motion under the FAA: “SIP cannot claim
to be justifiably confused by the form of IFC’s application.”
IFC Interconsult, 438 F.3d at 308. Notice was important in
22
that case because Rule 12 of the Federal Rules of Civil
Procedure applies to pleadings but not to FAA motions, and
SIP contended that it should have been afforded a “later
opportunity to challenge the arbitration award on the merits”
under Rule 12. Id. at 307–09.
By contrast, there was no such notice here that PG was
proceeding by motion under the FAA—neither from the
substance of PG’s Complaint, nor from PG’s manner of
litigating this dispute. Substantively, PG’s Complaint seeking
to vacate the Arbitration Award was labeled and styled as a
complaint. It raised five “Counts.” And it did not contain any
variation of the word “motion.”
It is not enough that PG’s Complaint made general
reference to the FAA and that “Count IV,” claiming that the
Award was in “manifest disregard of the law,” referred only to
the FAA. That is because “the federal courts have often looked
to the [FAA] for guidance in labor arbitration cases” involving
LMRA Section 301, United Paperworkers Int’l Union v.
Misco, Inc., 484 U.S. 29, 40 n.9 (1987), and courts have also
looked to LMRA Section 301 cases for guidance on the FAA.
E.g., Oxford Health Plans, LLC v. Sutter, 569 U.S. 564, 569
(2013) (in articulating the standard for vacating an arbitration
award under the FAA, citing, inter alia, United Paperworkers,
484 U.S. at 38)). See also A&A Maint. Enters., Inc. v.
Ramnarain, 982 F.3d 864, 869 n.2 (2d Cir. 2020) (“[T]he body
of law developed under [LMRA] Section 301 will at times
draw upon provisions of the FAA, but by way of guidance
alone.” (quoting Coca-Cola Bottling Co. of N.Y., Inc. v. Soft
Drink & Brewery Workers Union, 242 F.3d 52, 54 (2d Cir.
23
2001))). PG’s “Count IV,” for example, relies on a basis for
setting aside an arbitration award that is available under both
LMRA Section 301 actions and FAA Section 10 motions.
E.g., Tanoma Mining Co., Inc. v. Local Union No. 1269,
UMWA, 896 F.2d 745, 749–50 (3d Cir. 1990) (considering
“manifest disregard of the law” standard in case involving an
LMRA Section 301 action to vacate a labor arbitration award);
Indep. Lab’y Emps. Union, Inc. v. ExxonMobil Research &
Eng’g Co., 11 F.4th 210, 216 (3d Cir. 2021) (considering
“manifest disregard of the law” standard in case involving a
FAA Section 10 motion to vacate).
It is also telling that PG has litigated this dispute as an
ordinary civil action. PG did not make explicit in any way that
it was pursuing both an LMRA Section 301 complaint and a
motion for vacatur under FAA Section 10, even though the two
means of seeking to vacate an arbitration award prescribe
distinct procedures. See discussion supra Section I. It has
operated throughout this litigation as if the standards under
Rule 12 apply to its bid to vacate the arbitration award. It has
never mentioned the standards applicable to FAA motions to
vacate; neither has it referred to the standard of appellate
review applicable to a District Court’s ruling on an FAA
motion to confirm or vacate an arbitration award.
Thus, we decline to read PG’s Complaint as
incorporating a motion to vacate the arbitrator’s award
pursuant to the FAA. Even if PG had intended to move to
vacate the Award under the FAA, the substance of its
Complaint and its manner of litigating this dispute were
24
insufficient to put the Union and the District Court on notice
that PG was proceeding via FAA motion.
B. PG’s LMRA Section 301 action was untimely.
That leaves us with PG’s Section 301 action to vacate
the Award, filed more than 30 days after the arbitrator issued
the December 2019 Award. PG does not dispute that it was
obligated to file its Section 301 action within 30 days of the
date of the final arbitration award. So our analysis ends—and
the Union prevails—if the December 2019 Award was the final
award.
Yet PG contends that the limitations period did not
begin to run until the arbitrator issued his subsequent
January 2020 Opinion, which in turn would mean that PG’s
filing was timely. PG characterizes the December 2019 Award
as an interim and incomplete award that was not yet ready for
judicial review. By PG’s account, the December 2019 Award
was not final in part because the arbitrator indicated that “he
had substantive work left to perform”: specifically, issuing the
“Full Award and Opinion.” According to PG, it was not until
the issuance of the January 2020 Opinion that the arbitrator had
completed all substantive tasks relating to the arbitration.
We are not persuaded. Yet because we are reviewing
for dismissal pursuant to Rule 12(b)(6), we must first
determine whether the finality of an arbitration award is a
question of fact or of law before considering whether dismissal
is warranted. If finality is a question of fact, Rule 12(b)(6)
dismissal of PG’s action as time barred is inappropriate unless
its action was facially untimely. Fried, 850 F.3d at 604. Put
25
differently, a plausible factual dispute over the timeliness of
PG’s action precludes us from affirming dismissal on the
Union’s time-bar defense at the motion-to-dismiss stage. By
contrast, if finality is a question of law, we may analyze the
finality of the December 2019 Award without any deference to
PG’s version of the events in this dispute. Thanoo, 999 F.3d at
904 (reciting Rule 12(b)(6) standards).
We point to four reasons in holding that the finality of
an arbitration award is to be determined as a matter of law from
the award itself and the written arbitration record. First, we
have never framed finality as a matter of factual circumstances
extrinsic to the award. Pub. Serv. Elec. & Gas Co. v. Sys.
Council U-2, 703 F.2d 68, 69–70 (3d Cir. 1983) (considering
the language of the award); Union Switch & Signal Div. Am.
Standard, Inc. v. United Elec., Radio & Mach. Workers of Am.,
900 F.2d 608, 610–11 (3d Cir. 1990) (treating the finality
analysis in Sys. Council U-2 as good law).
Second, “the parties to arbitration proceedings need
reliable guidelines to enable timely compliance” with the time
to seek judicial review of an arbitration award. Fradella v.
Petricca, 183 F.3d 17, 20 (1st Cir. 1999). In the distinct but
analogous context of the time to appeal from final District
Court judgments,14 we have endeavored to “make clear when
the time to appeal is at hand” by making the finality of
14
The rule for the finality of arbitration awards (the “complete
arbitration rule”) is animated by similar policies as the final
judgment rule, but only the latter is jurisdictional. Union
Switch, 900 F.2d at 612.
26
judgments a matter of “mechanical application.” In re Cendant
Corp. Sec. Litig., 454 F.3d 235, 245 (3d Cir. 2006). Similarly,
treating the finality of arbitration awards as a question of law
would make for a more cut-and-dried exercise. Treating
finality as a question of fact, by contrast, would create
uncertainty with respect to the commencement of the
limitations period for seeking to vacate or confirm an
arbitration award.
Third, our approach is consistent with how other circuits
have analyzed finality. We acknowledge that some courts have
discussed the intent of the arbitrator in analyzing whether an
award is a “final determination on the issues submitted,”
Michaels v. Mariforum Shipping, S.A., 624 F.2d 411, 414
(2d Cir. 1980), and that “intent” seems at first blush to be a
factual issue not capable of resolution at the motion to dismiss
stage. But a closer review shows that those courts have focused
on intent as expressed in the language of the putative final
award itself.15 For example, the Seventh Circuit held that an
award was final because “nothing in the . . . award indicates
that the [Joint Arbitration Board] believed that any issues
15
Fradella, 183 F.3d at 19 (1st Cir. 1999) (examining content
of putative final award); A/S Siljestad v. Hideca Trading, Inc.,
678 F.2d 391, 391–92 (per curiam) (2d Cir. 1982) (same);
Smart, 315 F.3d at 724–26 (7th Cir. 2002) (same); Legion Ins.
Co. v. VCW, Inc., 198 F.3d 718, 719–20 (8th Cir. 1999) (same);
Millmen Local 550, United Bhd. of Carpenters and Joiners of
Am., v. Wells Exterior Trim, 828 F.2d 1373, 1374–77 (9th Cir.
1987) (same).
27
remained to be decided.” McKinney Restoration, Co., Inc., v.
Ill. Dist. Council No. 1, 392 F.3d 867, 872 (7th Cir. 2004)
(emphasis added). Examining the award itself, the court
concluded that the award was final because it determined
liability and the remedy; it did not reserve jurisdiction; and it
required the Union to file a new grievance if it were to discover
an additional violation of the CBA. Id. (“That is the language
of a final award.” (emphasis added)).16 We agree with the
Seventh Circuit that it makes sense to infer intent from the
attributes of the award and arbitration record. We do not see a
need to turn to extrinsic evidence regarding an arbitrator’s
intent, as “absent consent of the parties, it is generally improper
for an arbitrator to interpret, impeach or explain a final and
binding award.” Local P-9, United Food & Com. Workers Int’l
Union v. George A. Hormel & Co., 776 F.2d 1393, 1395
(8th Cir. 1985) (“Federal courts have [the] power to remand an
arbitration award to the arbitrator where the award is patently
incomplete, ambiguous or inconsistent.” (emphasis in original)
16
But see id. at 869 (framing the employer’s finality arguments
as both “factually and legally insupportable”); id. at 872
(“Where the evidence establishes that the arbitrator does not
believe the assignment is completed, the award is not final and
appealable.” (emphasis added)); Fradella, 183 F.3d at 19 n.2
(applying summary judgment standard in analyzing the finality
of the arbitration award); Rocket Jewelry Box, Inc. v. Noble
Gift Packaging, Inc., 157 F.3d 174, 176 (2d Cir. 1998) (“When
reviewing a district court's decision that an award is
sufficiently final to be confirmed, we examine the decision for
clear error only.”).
28
(collecting cases and citing the Code of Professional
Responsibility of Arbitrators of Labor Management
Disputes)).17 Accordingly, we have noted in the context of
whether to enforce an award that, “under ordinary
circumstances[,] we would not sanction calling an arbitrator to
testify, as the written record would suffice to permit the court
to rule on enforcement vel non.” Teamsters Local 312 v.
Matlack, Inc., 118 F.3d 985, 994 (3d Cir. 1997); see also
Legion Ins. Co., 822 F.2d at 543 (noting that courts have
“repeatedly condemned efforts to depose members of an
arbitration panel to impeach or clarify their awards” (citing
Andros Compania Maritima v. March Rich & Co, 579 F.2d
691, 702 (2d Cir. 1978)).18
Fourth, the finality analysis is substantially the same
whether a party seeks judicial review of an arbitration award
17
But see id. at 1396 (holding that finality was a “disputed
issue of fact” for which “summary judgment was
inappropriate”).
18
Cf. Local P-9, 776 F.2d at 1395–96 (affirming District
Court’s exclusion of all but one section of the arbitrator’s
affidavit regarding his intent, although concluding that the
District Court should have admitted the section that did not
“impeach the initial award or explain the arbitrator’s decision-
making process, but merely describe[d] the procedural process
which the arbitrator allegedly told the parties he would
follow”); but see A/S Siljestad, 678 F.2d at 392 (considering
affidavit from chair of the arbitration panel in determining the
intent of the arbitrators).
29
under LMRA Section 301 or under FAA Section 10. Compare
Union Switch, 900 F.2d at 610–11 (discussing finality of an
arbitration award in an LMRA Section 301 case) with
Michaels, 624 F.2d at 413–14 (discussing the same in an FAA
Section 10 case). If we were to treat finality as a question of
fact, we would risk introducing discovery—possibly extensive
discovery—into FAA proceedings, which are not intended to
involve complicated factual determinations. See discussion
supra Section I.
Thus, we review finality as a legal question and arrive
at the same conclusion as the District Court reached here: The
December 2019 Award was final and started the limitations
period for seeking judicial review of the Award. An arbitration
award is not final if it reveals that the arbitrators have yet to
resolve each issue that the parties have empowered the
arbitrators to decide. Sys. Council U-2, 703 F.2d at 69–70;
accord Union Switch, 900 F.2d at 610–11. Accordingly, we
have held that an award is not final if the arbitrators have
decided liability but not the remedy when they are authorized
to decide both issues. Sys. Council U-2, 703 F.2d at 69–70
(“Although the [arbitration] panel did not prescribe a remedy,
the [parties’] submission authorized the panel to address that
issue”). We have not previously articulated a test for when an
award is final but are persuaded by the approach taken by our
sister circuits. Like them, we hold that an arbitration award is
final if it “evidences the arbitrators’ intention to resolve all
claims submitted in the demand for arbitration,” Fradella, 183
F.3d at 19, and it “resolve[s] them definitively enough so that
the rights and obligations of the two parties, with respect to the
30
issues submitted, do not stand in need of further adjudication.”
Rocket Jewelry Box, 157 F.3d at 176 (emphasis in original).
Here, the December 2019 Award unambiguously
indicates that it is a final determination of all the issues the
parties authorized them to decide. The December 2019 Award
determined that the Union’s grievance was arbitrable and that
PG, as the Union contended, breached the parties’ CBA. It
provided a forward-looking remedy, directing PG to begin
meeting its contractual obligations under the CBA. It also
prescribed a specific retroactive remedy: “Employees shall be
made whole for any out-of-pocket monies paid as a result of
the Employer’s failure to maintain the contractual level of
benefits.” It ended with the note that the Award was “final and
binding.” The Award reserved jurisdiction only “for the
limited purpose of resolving any disputes that may arise in the
implementation of the remedy granted . . . herein.” As the
Seventh Circuit said in McKinney: “That is the language of a
final award.” 392 F.3d at 872. Nothing in the January 2020
Opinion suggests otherwise. The January 2020 Opinion
substantially repeats the language of the December 2019
Award and describes the Award as having been “first
transmitted to [the parties] via email prior to the end of the
calendar year on December 30, 2019.”
In arguing that the Award was not final until the
arbitrator’s January 2020 Opinion, PG essentially seeks to graft
a written-opinion requirement onto our finality analysis. It
contends that writing the January 2020 Opinion was a
“substantive task” that the Arbitrator had yet to complete as of
his issuance of the December 2019 Award. But PG is unable
31
to point to a case—nor have we found one—that has required
an arbitrator to explain his award so that it shall be deemed
final. At best, PG’s argument is based on a misinterpretation
of McKinney, where the Seventh Circuit read a District Court
opinion as holding: “Where a substantive task remained for the
arbitrator to perform, the ruling was not final.” 392 F.3d at 871(discussing Ameritech Servs., Inc. v. Local Union No. 336, No.
96 C 5897, 1997 WL 222439, at *5 (N.D. Ill. Apr. 30, 1997)).
But the Seventh Circuit was not referring to writing an opinion
in its discussion of substantive tasks. It was referring to “the
arbitrator[’s] . . . complete determination of every issue
submitted to him.” Id. Specifically, the Seventh Circuit
observed that the District Court had held that an arbitration
award was not final because the arbitrator had yet to “fashion
the appropriate remedy.” Id. at 872 (citing Ameritech, 1997
WL 222439, at *2–*3, *7).
In declining PG’s invitation to create a written-opinion
requirement, we stay the course in limiting our finality analysis
to an examination of the attributes of the award, including
whether the arbitrator has decided all of the issues submitted
for arbitration. We are mindful that complying with the
limitations period for seeking to vacate an arbitration award—
by filing a complaint or FAA motion—requires substantive
argument in a way that filing a notice of appeal from a District
Court-judgment does not. FED. R. APP. P. 3(c). But because a
final arbitration award is one that decides all issues, we are
confident that a final arbitration award provides sufficient
information for a party to write an LMRA Section 301
complaint or an FAA Section 10 motion challenging the
32
award.19 Moreover, to the extent a subsequent written opinion
may be filed that elucidates or clarifies any issues, parties are
certainly free to supplement their filings.
V
We will affirm the District Court’s order dismissing
PG’s LMRA Section 301 as time barred.
19
Here, for example, the December 2019 Award determined
that PG was liable for breach of the CBA, so PG could have
fairly assumed that the Arbitrator was not convinced by PG’s
Section 302 argument.
33