Appeal from dismissal of petition to compel arbitration by the United States District Court for the Northern District of New York, Edmund Port, J.
Kaufman, Chief Judge, Smith and Feinberg, Circuit Judges.
This is an appeal by Local No. 22727, AFL-CIO (the Union) from denial of its petition to compel arbitration of a dispute between it and International Talc Company, Inc. (the Company),*fn1 filed in the United States District Court for the Northern District of New York. Judge Edmund Port dismissed the petition, holding the dispute not arbitrable. We reverse.
On May 23, 1974, the Company notified its employees, for the first time, that it had adopted a plan of complete liquidation and sold certain of its assets to another corporation, and that its operations would cease on that very day. The Union claims that the Company in terminating operations violated rights of the employees under a collective bargaining agreement entered into by the Company and the Union in August 1973, with a term of one year and an automatic renewal for one year absent notice by either party that changes were desired.*fn2 This agreement included a grievance procedure culminating in arbitration by a staff member of "the New York Board of Mediation" of "any and all disputes, differences, and grievances arising out of the meaning or application of the terms of [the] agreement."
The collective bargaining agreement also contained a section*fn3 that "noted . . . that there is a signed agreement" between the parties "concerning a Pension," and described the most recent "negotiated" improvement in that plan and its effective date and duration. The pension plan, however, has its own broad arbitration clause, which calls for arbitration under the aegis of the American Arbitration Association. The pension plan also provides that:
The provisions of this Plan, and the meaning, application or performance hereof, shall not be subject to the grievance and arbitration provisions of the Labor Agreement or of any other labor agreements hereafter in effect between the Company and the Union.
It appears from the record that the pension plan was terminated as of the date the Company's assets were sold.
After the closing of the plant, the Union and the Company held abortive discussions. On July 24, 1974, the Union served the following notice:
Talc Workers Union Local No. 22727, AFL-CIO, a party to a collective bargaining agreement with your company, effective August 1, 1973, has a dispute with your company as to the meaning and application of the terms of that agreement. The dispute is as follows:
The company has violated the collective bargaining agreement, and the rights of its employees thereunder, by its partial closing, and termination of employees, without notification and bargaining with the Union, without protecting the Union's rights under the successorship clause in the agreement, and by failing to provide adequate information by which the Union can pursue its legal and/or contractual rights; the company has also violated the rights of its employees under the negotiated Pension Plan.
The Union is available to discuss this dispute with you. If we cannot reach agreement on this matter, the dispute will be submitted to arbitration pursuant to the agreement.
The Company refused to arbitrate the dispute and obviously did not resolve it in a manner satisfactory to the Union. In December 1974, the Union filed an unfair labor practice charge with the National Labor Relations Board. However, the Regional Director refused to ...