The opinion of the court was delivered by: POOLER
Plaintiff Teamsters Local Union No. 182 ("Local 182") has brought an action under 29 U.S.C. § 185 against the New York State Teamsters Council Health & Hospital Fund (the "Health Fund") and the New York State Teamsters Conference Pension and Retirement Fund (the "Retirement Fund") seeking a declaration that between April 1, 1992, and March 31, 1994, Local 182 had valid collective bargaining agreements with both the Health Fund and the Retirement Fund (collectively, "the Funds") and that these agreements required the parties to follow a grievance procedure that included arbitration. Local 182 also seeks an order requiring the Funds to arbitrate certain grievances that have arisen out of layoff decisions made by the Funds. Local 182 claims a long-standing oral agreement with the Funds to abide by certain provisions, most pertinently the seniority provision, of the National Master Freight Agreement and its Upstate New York Supplement (collectively, the "NMFA"). The facts surrounding the alleged negotiation of the agreement have been lost in the mists of time. The Funds therefore suggest that Local 182 can not establish that it ever negotiated a collective bargaining agreement with the Funds but that if such an agreement was ever reached, it no longer existed by the time the Funds made the layoffs in 1992. The Funds also urge that Local 182 cannot establish an agreement with the requisite definiteness. Because they believe there is no collective bargaining agreement between the Funds and Local 182, the Funds seek summary judgment dismissing the complaint based both on lack of subject matter jurisdiction and on Local 182's failure to demonstrate a material issue of fact on the existence of an agreement. I find that the court does have subject matter jurisdiction and that Local 182 has shown that there are genuine issues of material fact concerning the existence of a collective bargaining agreement between the parties. I therefore deny summary judgment.
I. Structure of the Funds and of Local 182
In support of their positions, both Local 182 and the Funds rely on statements from various union or management representatives. However, some of the actors in this controversy served both as representatives of the Funds and as representatives of Local 182. Therefore before turning to the history of this dispute, I examine the structure of the Funds and identify the various individuals who are alleged to have spoken for either the Funds or the Unions.
The Funds are multi-employer benefit plans governed by a board of trustees composed of equal numbers of employer and union representatives. Although the union maintains that the Funds' benefit plans should only be available to employees covered by collective bargaining agreements, the Funds have produced some evidence of inclusion of employers and employees not covered by collective bargaining agreements.
Local 182 is the statutory bargaining representative for non-supervisory employees of the Funds. According to Local 182, it has represented Funds' employees continuously since 1952.
C. Union Representation on the Funds' Boards
The union representatives on the boards of the Funds have historically included officers of Local 182. From 1952, the date of the Funds' creation, through 1986, Rocco F. DePerno ("DePerno") served both as president and principal officer of Local 182 and as chairman of the board of trustees for the Funds. DePerno died in 1986. During 1987, Victor C. Olivadoti, then president and principal officer of Local 182, became a trustee for both funds. Olivadoti had served previously as Local 182's business representative from October 1975 through early 1986 and as its secretary-treasurer for a portion of 1986. He became president of Local 182 in October 1986. Olivadoti retired as both Local 182's president and a trustee for the Funds in 1993. Local 182 elected Terence F. Majka to replace Olivadoti as president. Majka, who had previously served both as secretary and business agent for Local 182, also joined the boards of trustees for the Funds.
II. The Alleged Agreement
Local 182 asserts that it and the Funds have agreed to be bound by "applicable" portions of the NMFA. The NMFA is a master collective bargaining agreement used by many Teamster Locals and by at least some of the employers participating in the Funds. The NMFA is negotiated every three years on a national basis, and Local 182 believes that the relationship of the parties during the period in controversy -- 1992-1993 -- was governed by the provisions of the 1988-1991 NMFA. By applicable portions, Local 182 means wage increases, seniority, vacations, holidays, jury duty, leaves, job posting and bidding, union security, dues checkoff, health and welfare coverage, pension and retirement provisions, and processing of grievances. Local 182 can point to no specific date on which the Funds and Local 182 negotiated an agreement to abide by the NMFA; nor can Local 182 describe the course of negotiations leading to the alleged agreement. No written agreement is claimed. Instead, Local 182 relies on statements that it contends are admissions over many years from various management representatives that the NMFA governed and a course of conduct that Local 182 claims shows that both parties knew that the NMFA governed and which portions of the NMFA governed. The Funds agree that many aspects of Funds' employees' work life were governed by the NMFA but argue that the conditions were nevertheless set unilaterally by the Funds' Trustees and not by collective bargaining between the parties. The Funds also contend that other aspects of employment such as wages did not track the NMFA. Irrespective of the existence of an agreement prior to April 1, 1988, the Funds contend that there is no evidence of the existence of an agreement to follow the 1988-1991 NMFA or any subsequent NMFA.
III. The Continuation Clause
Article 39, § 1 to the 1988-1991 NMFA provides that "this Agreement shall be in full force and effect from April 1, 1988, to and including March 31, 1991, and shall continue from year to year thereafter unless written notice of desire to cancel or terminate this Agreement is served by either party upon the other at least sixty (60) days prior to date of expiration." Majka Dep. Ex. B at 100. Because Local 182 never received written notice of termination of the 1988-1991 agreement, the Union contends that this agreement continued to bind the parties while they negotiated a new collective bargaining agreement during 1992 and 1993. The Funds concede that they sent no written notice of termination but argue that no notice was needed because the parties never agreed to be bound by the 1988-1991 NMFA. Local 182 claims that there were clauses similar to Article 39 § 1 in each of the preceding NMFA's but has not produced copies of those agreements.
IV. The Participation Agreements
Every three years, the Funds and Local 182 signed a participation agreement that enabled the Funds as employer and the union to participate in the pension and insurance funds administered by the Funds. These agreements give effective dates for the beginning and end of the collective bargaining agreement in effect between the parties and identify the agreement as "Freight" and "National." The last such agreements produced to the court was signed by the Funds on September 15, 1988, and covered the period between April 1, ...