Teamsters Local 171 v. Keal Driveaway Co ( 1999 )


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  • PUBLISHED
    UNITED STATES COURT OF APPEALS
    FOR THE FOURTH CIRCUIT
    TEAMSTERS LOCAL UNION NO. 171, a
    labor organization,
    Plaintiff-Appellant,
    v.                                                               No. 98-1292
    KEAL DRIVEAWAY COMPANY, an Ohio
    Corporation,
    Defendant-Appellee.
    Appeal from the United States District Court
    for the Western District of Virginia, at Roanoke.
    Jackson L. Kiser, Senior District Judge.
    (CA-97-536-R)
    Argued: January 25, 1999
    Decided: March 29, 1999
    Before WILKINSON, Chief Judge, and WILLIAMS and
    MOTZ, Circuit Judges.
    _________________________________________________________________
    Affirmed by published opinion. Chief Judge Wilkinson wrote the
    opinion, in which Judge Williams and Judge Motz joined.
    _________________________________________________________________
    COUNSEL
    ARGUED: James Francis Wallington, BAPTISTE & WILDER, P.C.,
    Washington, D.C., for Appellant. R. Ian Hunter, DEAN & FULKER-
    SON, P.C., Troy, Michigan, for Appellee. ON BRIEF: Patricia M.
    Morrow, DEAN & FULKERSON, P.C., Troy, Michigan, for Appel-
    lee.
    OPINION
    WILKINSON, Chief Judge:
    Two local affiliates of the International Brotherhood of Teamsters
    -- Local 171 and Local 964 -- and Keal Driveaway Company
    appeared before a joint grievance committee to settle the seniority
    treatment of employees transferring from one local to the other. Upon
    the committee's decision, the losing local -- Local 171 -- filed suit
    against the employer to vacate the arbitral award. Local 171 charged
    that the employer breached its collective bargaining agreement and
    the union members of the grievance committee breached their duty of
    fair representation. By suing only the employer and not Local 964,
    however, Local 171 seeks to vacate an arbitral award without the
    presence of the winning party. We hold that Local 964 is an indis-
    pensable party to the dispute under Rule 19 of the Federal Rules of
    Civil Procedure, and we affirm the dismissal of this case without prej-
    udice.
    I.
    Keal Driveaway Company is an Ohio corporation in the business
    of transporting motor vehicles for their manufacturers. This contro-
    versy involves employees of two of Keal Driveaway's transportation
    terminals: an active terminal in Dublin, Virginia, and a former termi-
    nal in Orrville, Ohio.
    At the time this dispute arose the unionized drivers and deckers of
    the two terminals were represented by two local affiliates of the Inter-
    national Brotherhood of Teamsters. Local 171, located in Roanoke,
    Virginia, represented the Dublin employees, while Local 964, based
    in Cleveland, Ohio, represented the Orrville employees. Keal
    Driveaway, Local 171, Local 964, and the Teamsters National Nego-
    tiating Committee were all signatories to a multi-employer, multi-
    union collective bargaining agreement, the National Master Automo-
    bile Transporters Agreement. This contract provided the seniority
    rules for the members of the two locals, as well as a grievance and
    arbitration procedure for the resolution of disputes.
    2
    The Dublin and Orrville terminals were each located next to assem-
    bly plants operated by Volvo Trucks of North America. In October
    1996 Volvo notified Keal Driveaway that it was closing its Orrville
    plant and consolidating its production in Dublin. As a result, Keal
    Driveaway decided to close its Orrville facility.
    Upon notification of the terminal closing Local 964 filed a griev-
    ance requesting a determination of the seniority rights of the Orrville
    employees. Under the National Agreement, such grievances are con-
    sidered by the National Joint Standing Seniority Committee (NJSSC),
    which is composed of an equal number of union and management
    members. The Committee docketed Local 964's grievance for consid-
    eration on March 12, 1997, and named Local 171 and Keal
    Driveaway as defending parties.
    At the NJSSC hearing Local 964 argued, under Article 5, section
    7(b)(2) of the National Agreement, that the Orrville employees should
    be able to transfer to the Dublin terminal to the extent work was avail-
    able and that they should take their seniority with them. In other
    words, Local 964 contended that transferring employees should be
    dovetailed, or merged in seniority order, into the Dublin seniority list.
    Local 171 agreed that the Orrville employees could transfer to Dublin
    but argued that transferring employees should lose their seniority and
    be endtailed, or tacked onto the bottom of the list. Rather than take
    a position, Keal Driveaway merely reiterated the positions of the local
    unions and asked the NJSSC panel to provide the company with an
    interpretation of the contract.
    In May 1997 the NJSSC panel entered a decision for Local 964.
    The panel found that the Orrville employees could transfer to the
    Dublin terminal to the extent work was available and held that trans-
    ferring employees would be dovetailed. In the ensuing months Keal
    Driveaway implemented the NJSSC's decision by transferring all
    willing Orrville employees to Dublin. Local 171 asked the panel for
    reconsideration of its award in August 1997, but the panel declined.
    Local 171 then filed this suit in the United States District Court for
    the Western District of Virginia, charging under section 301 of the
    Labor Management Relations Act (LMRA), 29 U.S.C.§ 185, that
    Keal Driveaway had breached its contract with Local 171 and that the
    3
    union members of the NJSSC had breached their duty of representa-
    tion and asking the court to vacate the panel's award. Local 171
    named only Keal Driveaway as a defendant in the case-- it did not
    name Local 964, the NJSSC, or the Teamsters National Negotiating
    Committee. On Keal Driveaway's motion the district court found that
    Local 964 was a necessary party to the suit that could not be joined
    for want of personal jurisdiction. Holding that it could not in equity
    or good conscience proceed in the absence of Local 964, the court
    dismissed the case without prejudice pursuant to Rule 19(b) of the
    Federal Rules of Civil Procedure. Local 171 appeals.
    II.
    By forcing a court to examine the effects of a suit on parties not
    before it, Rule 19 of the Federal Rules of Civil Procedure "takes . . .
    account of the very real, very substantive claims to fairness on the
    part of outsiders that may arise in some cases." Provident Tradesmens
    Bank & Trust Co. v. Patterson, 
    390 U.S. 102
    , 125 (1968). Rule 19
    creates a two-step inquiry: first, whether a party is necessary to a pro-
    ceeding because of its relationship to the matter under consideration;1
    and second, if a necessary party is unavailable, whether the proceed-
    ing can continue in that party's absence.2 Fed. R. Civ. P. 19(a), (b).
    _________________________________________________________________
    1 A party is necessary and "shall be joined" if
    (1) in the person's absence complete relief cannot be accorded
    among those already parties, or (2) the person claims an interest
    relating to the subject of the action and is so situated that the dis-
    position of the action in the person's absence may (i) as a practi-
    cal matter impair or impede the person's ability to protect that
    interest or (ii) leave any of the persons already parties subject to
    a substantial risk of incurring double, multiple, or otherwise
    inconsistent obligations by reason of the claimed interest.
    Fed. R. Civ. P. 19(a).
    2 Under this second inquiry,
    [i]f a person as described in subdivision (a)(1)-(2) hereof cannot
    be made a party, the court shall determine whether in equity and
    good conscience the action should proceed among the parties
    before it, or should be dismissed, the absent person being thus
    regarded as indispensable. The factors to be considered by the
    4
    If it cannot, the party is indispensable and the action should be dis-
    missed.
    Dismissal of a case is a drastic remedy, however, which should be
    employed only sparingly. When an action will affect the interests of
    a party not before the court the ultimate question is this: Were the
    case to proceed, could a decree be crafted in a way that protects the
    interests of the missing party and that still provides adequate relief to
    a successful litigant? Provident Tradesmens Bank & Trust 
    Co., 390 U.S. at 112
    n.10. Although framed by the multi-factor tests of Rule
    19(a) & (b), "a decision whether to dismiss must be made pragmati-
    cally, in the context of the substance of each case, rather than by pro-
    cedural formula." 
    Id. at 119
    n.16 (internal quotation marks omitted).
    A court must examine the facts of the particular controversy to deter-
    mine the potential for prejudice to all parties, including those not
    before it. Schlumberger Indus., Inc. v. National Sur. Corp., 
    36 F.3d 1274
    , 1285-86 (4th Cir. 1994).
    In the instant case, the district court properly held that Local 964
    is an indispensable party whose absence requires dismissal. After los-
    ing a grievance before what is essentially an arbitral panel, Local 171
    sought to vacate the result of that proceeding without the presence of
    its victorious adversary. It is plain not only that Local 964 should
    have been joined in this action "if feasible," but also that the district
    court could not "in equity and good conscience" have proceeded in
    that party's absence. Fed. R. Civ. P. 19 (a), (b).
    A.
    Local 964 is necessary to this litigation for two reasons. First, per-
    mitting the action to proceed would impair the interests of Local 964.
    _________________________________________________________________
    court include: first, to what extent a judgment rendered in the
    person's absence might be prejudicial to the person or those
    already parties; second, the extent to which, by protective provi-
    sions in the judgment, by the shaping of relief, or other mea-
    sures, the prejudice can be lessened or avoided; third, whether a
    judgment rendered in the person's absence will be adequate;
    fourth, whether the plaintiff will have an adequate remedy if the
    action is dismissed for nonjoinder.
    Fed R. Civ. P. 19(b).
    5
    Fed. R. Civ. P. 19(a)(2)(i). Like many suits under section 301 of the
    LMRA, this action at bottom concerns the joint grievance panel's
    interpretation of the collective bargaining agreement -- an interpreta-
    tion ultimately made in favor of Local 964 as a result of a grievance
    that Local 964 filed. See Vaca v. Sipes, 
    386 U.S. 171
    , 183-87 (1967).
    Since the very purpose of Local 171's suit is to vacate the contract
    interpretation for which Local 964 fought, permitting this suit to pro-
    ceed to judgment could "impair or impede" Local 964's ability to pro-
    tect its interests under its contract with Keal Driveaway. Id.; see Delta
    Fin. Corp. v. Paul D. Comanduras & Assocs., 
    973 F.2d 301
    , 305-06
    (4th Cir. 1992) (parties to a contract are necessary parties to a suit on
    that contract); see also General Warehousemen & Helpers Local 767
    v. Standard Brands, Inc., 
    579 F.2d 1282
    , 1289-91 (5th Cir. 1978) (en
    banc) (noting that a union has "a not insubstantial interest in the main-
    tenance of its contractual right" to bargain, but deferring the Rule 19
    issue).
    Second, permitting this suit to continue could subject Keal
    Driveaway to conflicting legal obligations. Fed. R. Civ. P. 19(a)(ii).
    If Local 964 were to file suit in another forum to protect its interests,
    that action could subject Keal Driveaway to the double-bind of a
    judgment in this case vacating the NJSSC ruling and a judgment in
    another case ordering that the same ruling be enforced. See
    Schlumberger Indus., 
    Inc., 36 F.3d at 1286-87
    (potential for "whip-
    saw" favored a finding that a party is necessary); see also Window
    Glass Cutters League v. American St. Gobain Corp. , 
    428 F.2d 353
    ,
    354-55 (3d Cir. 1970) (potential for inconsistent results made each of
    two disputing unions necessary parties to an action seeking an order
    to arbitrate). Fairness to both Keal Driveaway and Local 964 thus
    requires the joinder of the other disputing local union in this case.
    B.
    Since Local 964 is a necessary party to this litigation, and since no
    party challenged the finding that Local 964 is not subject to suit in the
    United States District Court for the Western District of Virginia, we
    must next inquire pursuant to Rule 19(b) whether the action could
    proceed without Local 964's presence. The first point of consideration
    under that rule -- the extent to which "a judgment rendered in the
    person's absence might be prejudicial to the person or those already
    6
    parties" -- addresses the same concerns as does Rule 19(a)(2). As we
    have noted, if this suit were to proceed without Local 964, that local
    could be deprived of the victory it won in arbitration, while Keal
    Driveaway could be whipsawed by inconsistent obligations. See
    Schlumberger Indus., 
    Inc., 36 F.3d at 1287-88
    . As to the second fac-
    tor, the district court could not have tailored its relief to lessen or
    avoid that prejudice -- indeed, in order to reach a judgment on the
    merits of the case, the court could not have avoided addressing the
    validity of the NJSSC's decision. Finally, Local 171 could secure an
    adequate remedy simply by bringing an action in Ohio, where Local
    964 is amenable to suit. See Ranger Fuel Corp. v. Youghiogheny &
    Ohio Fuel Co., 
    677 F.2d 378
    , 381 (4th Cir. 1982). With these three
    factors weighing so heavily in favor of a finding of indispensability,
    a court could not "in equity and good conscience" proceed in the
    absence of Local 964.
    C.
    Several additional points merit mention. Local 171 argues that it
    now represents the employees who have transferred from Orrville and
    therefore that Local 964 no longer has an interest in this litigation. We
    disagree. To permit Local 171 to nullify Local 964's arbitral victory
    in court by the ploy of absorbing and silencing the transferring
    employees would be to give little effect to the private dispute resolu-
    tion mechanism chosen by the parties -- a mechanism that Congress
    intended to be the primary method for solving these employment dis-
    putes. See, e.g., Hines v. Anchor Motor Freight, Inc., 
    424 U.S. 554
    ,
    562-63 (1976). We recognize that unions and their subdivisions nor-
    mally enjoy broad discretion in their resolution of the conflicting
    interests of their members. See Humphrey v. Moore, 
    375 U.S. 335
    ,
    349-50 (1964). But for those employees that transferred in reliance on
    the NJSSC's order, Local 171's assurance that it will now consider
    their interests, which it previously opposed, must provide little solace.3
    Local 171 further contends that in a hybrid suit under section 301
    of the LMRA a plaintiff may at its discretion sue the employer, the
    _________________________________________________________________
    3 In resolving this case, we in no way imply rejection of Local 171's
    claim that it represents the transferred employees in matters other than
    those arising out of the NJSSC panel's May 1997 decision.
    7
    union, or both, see, e.g., DelCostello v. International Bhd. of
    Teamsters, 
    462 U.S. 151
    , 164 (1983), and thus by implication that
    other labor organizations such as Local 964 are not necessary parties
    to such cases. This is simply incorrect. It is true that an employee or
    local union may maintain separate actions for distinct injuries result-
    ing from an employer's breach of contract and a union's breach of its
    duty of representation in the handling of a subsequent grievance.
    Czosek v. O'Mara, 
    397 U.S. 25
    , 28-29 (1970). But the mechanism of
    the hybrid suit does not override the fundamental principle that "no
    court can adjudicate directly upon a person's right, without the party
    being either actually or constructively before the court." Shields v.
    Barrow, 58 U.S. (17 How.) 130, 141 (1855) (internal quotation marks
    omitted); see, e.g., DelCostello , 462 U.S. at 168 n.17 (noting that
    even when one sues the union, the inability to sue the employer would
    "foreclose use of such equitable remedies as an order to arbitrate").
    Here, Local 964 initiated a grievance proceeding to obtain an inter-
    pretation of a seniority provision in a contract to which it was a party.
    That proceeding, styled Local 964 v. Keal Driveaway Company &
    Local 171, ended in favor of Local 964, and this suit ensued. Local
    964, however, is not now present, and no party to this case shares its
    incentive to defend the joint panel's result. The only defendant in this
    action, Keal Driveaway, was indifferent to the result of the grievance
    proceeding. At most a nominal party to a dispute between two locals,
    the company expressly declined to take a position before the NJSSC.
    Keal Driveaway's obvious concern extended only to the settlement of
    this seniority question with a minimum of labor strife. Rather than
    rely on what is at best a disengaged, nominal party to defend Local
    964's victory in the underlying arbitration, the district court found
    that Local 964 was an indispensable party to this action. This was not
    error.
    III.
    For the foregoing reasons, we affirm the judgment of the district
    court.
    AFFIRMED
    8