United States District Court, W.D. New York
THOMAS WOODRUFF, KEITH ADAMS, THOMAS REIDY and IVAN HANSEN Plaintiffs,
SYSCO CORPORATION and SYSCO PITTSBURGH, LLC, Defendants.
REPORT AND RECOMMENDATION
JEREMIAH J. McCARTHY, Magistrate Judge.
This action has been referred to me by Hon. Richard J. Arcara for supervision of pretrial proceedings, including preparation of a Report and Recommendation on dispositive motions . Before me are defendants' motion pursuant to Fed.R.Civ.P. ("Rule") 12(b)(6) to dismiss the Complaint  and plaintiffs' cross-motion for leave to amend the Complaint . Following oral argument of the motions on August 21, 2013 , pursuant to Rule 56(f)(3), I issued an Order  directing the parties to address whether any genuine issues of material fact exist which would permit plaintiffs' previously asserted and proposed amended causes of action to survive summary judgment.
For the following reasons, I recommend that summary judgment be granted in favor of defendants.
Plaintiffs were employed by Sysco Jamestown LLC ("Sysco Jamestown") as driver associates and were members of the Teamsters Union, Local 264 ("Local 264"). Complaint , ¶7; Proposed Amended Complaint [15-3], ¶14. In connection with the closure of Sysco Jamestown's operations, the Local 264 and Sysco Food Service of Jamestown, New York entered into a Warehouse Closing Agreement ("Closing Agreement") on April 23, 2009 [5-1], which provided, in relevant part, that those employees accepting employment as driver associates with "Sysco Food Services of Pittsburgh at a shuttle location in the Erie, Pennsylvania area.... shall be covered by the collective bargaining agreement between Sysco Food Services of Pittsburgh and its Union". Id., p. 3 of 5, ¶5. The Closing Agreement further provided that the Collective Bargaining Agreement between the Teamsters and Sysco Food Services of Jamestown, New York would be terminated on May 22, 2009. Id., p. 4 of 5, ¶6.
Prior to the execution of the Closing Agreement, plaintiffs received written offers of employment from defendant Sysco Pittsburgh, LLC ("Sysco Pittsburgh"), which stated that their wage rate would be "Per the Collective Bargaining Agreement"; their retirement benefits would be "under the terms of the Collective Bargaining Agreement"; and their vacation would be "earned in accordance with the Collective Bargaining Agreement". [15-2], p. 12 of 14. During the relevant time period, a Collective Bargaining Agreement existed between Sysco Food Services of Pittsburgh, LLC and the United Food and Commercial Workers International Union, AFL-CIO, CLC Local 23 ("UFCW") [5-2].
Plaintiffs allege that Sysco Pittsburgh "offered employment to Jamestown employees on the... condition, that those persons would have to waive their rights to their benefits under the [Closing Agreement]" and that "[i]n return, the Jamestown employees who went to work for Pittsburgh would maintain seniority and would be paid at a rate commensurate with that seniority". Proposed Amended Complaint [15-3], ¶¶26-27. They further allege that in reliance upon these representations, they accepted this offer and commenced employment with Sysco Pittsburgh on or about April 27, 2009. Id., ¶28; Complaint [1-3], ¶12.
Although plaintiffs initially continued to receive wages and benefits in accordance with their previously recognized years of service with Sysco Jamestown (Complaint [1-3], ¶13), their new union, the UFCW, filed a grievance with Sysco Pittsburgh, objecting "to the recognition of past service of the Plaintiffs with [Sysco Jamestown], as it related to their wages and benefits". Id., ¶14. An arbitration concerning that grievance was conducted before Arbitrator William J. Miller, Jr., who concluded in an April 2, 2010 Arbitration Opinion and Award [5-4], that Sysco Pittsburgh "violated the terms of [its Collective Bargaining Agreement] when it paid drivers hired after April 5, 2003 at the full rate of pay" (id., p. 14), since Article 8.1 of the Collective Bargaining Agreement specifies that "seniority rights begin after an employee completes the probationary period... Also, appendix A clearly provide employees hired on or after April 5, 2003 shall be paid in accordance with the progression schedule". Id., p. 13.
Plaintiffs commenced this action in State of New York Supreme Court, County of Chautauqua on March 12, 2013, asserting causes of action for breach of contract, promissory estoppel and false representation. The action was removed to this Court on grounds of federal question and diversity jurisdiction, and defendants moved to dismiss the Complaint on the grounds that the plaintiffs' causes of action were preempted by the Labor Management Relations Act. In response to that motion, plaintiffs cross-moved for leave to amend the Complaint. The proposed Amended Complaint [15-3] asserts causes of action for successor liability, unjust enrichment, promissory estoppel and misrepresentation/fraud in the inducement.
Immediately following oral argument on the parties' motions, I issued an Order  pursuant to Rule 56(f)(3), asking the parties to address "whether there is a genuine issue of material fact as to any of plaintiffs' previously asserted or proposed amended causes of action, in view of:
- the statement in the Closing Agreement that employees electing to accept employment though the Erie, Pennsylvania facility shall be covered by the collective bargaining agreement between Sysco Food Services of Pittsburgh and its Union' ([5-1], ¶5);
- the provisions of §8.1 and Appendix A of that collective bargaining agreement [5-2], defining how seniority and wage rates will be calculated; and
- the language of plaintiffs' offer letters ([15-2], p. 12 of 14) stating that the wage rate will be Per the Collective Bargaining Agreement'." , pp. 1-2. I advised the parties that "in view of these statements I fail to see at this point how plaintiffs could have reasonably relied on any alleged assurances that their seniority accrued at Sysco Jamestown LLC would be transferable to their employment at Sysco Pittsburgh, LLC, or how such assurances would create enforceable rights". Id., p. 2.
In response to my Order, plaintiffs have each submitted affidavits stating that in accepting employment with Sysco Pittsburgh, they were led to believe that they would maintain their seniority, and were not informed of the UFCW's opposition to this before accepting employment with Sysco Pittsburgh. Woodruff Affidavit , ¶¶27, 30, 37; Adams Affidavit , ¶¶27, 30, 37; Reidy Affidavit , ¶¶27, 30, 37; Hansen Affidavit , ¶¶27, 30, 37. The plaintiffs uniformly also state: "I did not know the terms of the [Closing Agreement], had not been provided with a copy of the [Closing Agreement] and had never seen that Agreement before the ...