APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY (D.C. Civ. No. 77-2344)
Before Seitz, Chief Judge, Aldisert, Circuit Judge and Huyett, District Judge.*fn*
This is an appeal from an order and judgment denying the motions of H. Prang Trucking Co., Inc. (Prang) for preliminary and permanent injunctions. Prang instituted these proceedings pursuant to Section 301 of the Labor Management Relations Act, 29 U.S.C. § 185 (1976), to enjoin arbitration between itself and Teamsters Local Union No. 469 (the Union) after the Union submitted a dispute concerning Prang's failure to make contributions to the Welfare and Pension Fund for owner-operators to the New Jersey-New York Joint Area Committee. The district court initially granted a temporary restraining order; however, the order was not extended, and, after hearing, Prang's applications for preliminary and permanent injunctions were denied. The court below found that Prang and the Union were parties to the National Master Freight Agreement (NMF) in effect from April 1, 1976 to March 31, 1979, that the NMF contained a grievance/arbitration provision, and that the current dispute fell within the ambit of that provision. Given its finding of arbitrability, the district court correctly refrained from voicing any opinion on the merits of the underlying dispute between the parties. See United Steelworkers of America v. American Manufacturing Co., 363 U.S. 564, 80 S. Ct. 1343, 4 L. Ed. 2d 1403 (1960).
On appeal Prang argues (1) that the district court erred in concluding that there was an agreement to arbitrate the issue in dispute, (2) that if there was an agreement to arbitrate, the court erred in failing to find the Union's demand for arbitration barred by the statute of limitations, estoppel, laches, or waiver, and (3) that the court erred in failing to reform the contract to exclude the provisions giving rise to this dispute or, alternatively, in failing to rescind the agreement because of a mutual mistake of fact. Because it is unclear from the record if the district court considered the issues of reformation and rescission that were presented to it, and because the district court failed to make adequate findings to support its decision on those issues if it did consider them, we vacate the judgment and order of the district court and remand for further proceedings. In view of our disposition of this appeal, it is unnecessary for us to address Prang's first two contentions at this time.
The collective bargaining history between Prang and the Union dates from 1956. The district court found that from 1956 to 1960 the parties negotiated "house contracts" independently of any national contracts that may have existed in the industry. Since 1960, however, the district court found that "the agreements between the parties have been incorporated in the National Master Freight Agreement." App. 44a. Testimony presented by Prang at the hearing below revealed that, although Prang does not participate directly or through any trade association in the negotiation of the NMF, App. 59a-60a, the parties adopt the terms of the NMF once it has been promulgated. Prang, of course, contends that the parties have not adopted the NMF in its entirety.
Articles 22 and 54 of the NMF for the period April 1, 1976 to March 31, 1979 regulate an employer's utilization of owner-operators. Section 4 of Article 54 provides in part that "owner-drivers shall be covered by all provisions and receive all benefits provided for in this Agreement including, but not limited to, wages, health and welfare, (and) pension . . . ." Article 46 delineates a detailed grievance/arbitration procedure and states that "(t)he Union and the Employer agree that there shall be no strike, lockout, tie-up, work stoppage, or legal proceedings without first using all possible means of a settlement, as provided for in this Agreement, of any controversy which might arise." NMF, Article 46, § 1. Furthermore, the Agreement specifies that "questions or disputes concerning the interpretation (,) application (,) or enforcement of the grievance procedures provided in this Agreement shall themselves be deemed arbitrable . . . ." Id. § 2.
Despite the language of Article 54 and the breadth of the grievance/arbitration clause, Prang contends that the current dispute is not arbitrable because of an agreement between the parties to exclude the owner-operators from the pertinent sections of their Agreement. The district court found that prior to September 1, 1964, Prang and the Union had executed supplemental agreements deleting from their Agreement the article requiring payments to the pension fund on behalf of owner-operators. The district court further found that no such supplemental agreement has been signed by the Union since September 1, 1964, App. 44a, although Prang apparently submitted similar supplemental agreements which it had executed with at least some of the subsequent Agreements. Prang now contends that the laymen who conducted the negotiations for the parties at all times assumed that the disputed NMF provisions were not part of their Agreement, that the parties at all times acted in accordance with this understanding of the Agreement between them, and that Prang would not have entered into an Agreement binding it to make the disputed contributions on behalf of the owner-operators.
At the conclusion of the testimony before the district court, Prang requested the court "to either reform or rescind the agreement on the basis of mutual mistake of fact and/or law." App. 262a. Treating Prang's request as a motion to amend the pleadings, the district court granted the motion to amend but declined to state whether it would consider Prang's new theory of relief.*fn1
In its findings of fact and conclusions of law, the district court did not directly address the issues of reformation or rescission. The court did state, however, that "(Prang's) argument that there was an "understanding' to continue the contract on the basis of an expired Article deleting the payment of owner-operators' pension and welfare benefits, is without merit." App. 45a. To the extent that this conclusion addresses Prang's most recent theory of relief, there are no findings of fact in the record to provide a basis for review.
Federal Rule of Civil Procedure 52(a) requires that
In all actions tried upon the facts without a jury or with an advisory jury, the court shall find the facts specially and state separately its conclusions of law thereon, and judgment shall be entered pursuant to Rule 58; and in granting or refusing interlocutory injunctions the court shall similarly set forth the ...