The opinion of the court was delivered by: CAHN
Plaintiff Mack Trucks, Inc. (hereinafter "Mack") brought the instant action pursuant to 28 U.S.C. § 2201 seeking declaratory relief against the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, UAW (hereinafter "Union"). The matter was heard without a jury. After extensive oral argument I entered a final order. This opinion is filed to explain the rationale for the final order.
I make the following findings of fact and conclusions of law pursuant to Fed. R. Civ. P. 52.
1. Mack is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania with its principal place of business in Allentown, Lehigh County, Pennsylvania. Mack manufactures heavy duty trucks and is engaged in an industry affecting interstate commerce.
2. The Union is a labor organization maintaining its principal office at Solidarity House, 8000 East Jefferson Avenue, Detroit, Michigan. Union's members are employees in an industry affecting interstate commerce.
3. Mack and the Union were parties to a master collective bargaining agreement ("the 1984 master agreement"), effective from October 30, 1984, until October 20, 1987. The 1984 master agreement covers Mack employees in bargaining units represented by four local unions: Local 677 in Allentown and Macungie, Pennsylvania; Locals 171 and 1247 in Hagerstown, Maryland; and Local 229 in Somerset, New Jersey.
5. Efforts by Mack and the Union to negotiate a new master collective bargaining agreement to take effect October 20, 1987, continued through April 8, 1987, but failed to materialize as of that date.
6. In early April, 1987, Mack and the Union agreed to mediate their differences with the assistance of W. J. Usery, Jr., a former Secretary of Labor in the Cabinet of the President of the United States.
7. At Mr. Usery's request, representatives of Mack and the Union met in Crystal City, Virginia, from April 18, 1987, to April 23, 1987.
8. On or about April 20, 1987, representatives of Mack presented a modified proposal to the Union.
9. After intensive negotiations, in the early morning hours of April 23, 1987, Mack and the Union reached agreement on the terms of a new master collective bargaining agreement. The agreement between Mack and the Union was oral and culminated with a shaking of hands by the negotiators for each side.
10. On April 24, 1987, Walter Meck, a Mack official and negotiator, on the basis of his participation in the Crystal City negotiations, prepared a letter and summary of the key elements (plaintiff's exhibit 17) of the new master agreement for transmittal by John Curcio, Mack's Chief Executive Officer, to the members of Mack's Board of Directors.
11. The key elements of the new master agreement as set forth in plaintiff's exhibit 17 are as follows:
(a) A five and one-half year term, effective immediately following ratification;
(b) A commitment by Mack that during the term of the new master agreement it will not close any existing facilities at which work is being performed by members of the Union (other than the previously announced closing of the Allentown assembly division);
(c) The assignment to Mack's Macungie facility of its complete knockdown operations and the assembly of all of its cab over engines models, its glider kits, and the "Baby 8" model;
(d) No further outsourcing by Mack during the term of the agreement;
(e) The implementation by Mack of its five year capital investment program of $ 22,000,000 for the Macungie assembly division and $ 100,000,000 for the Hagerstown power train division;
(f) The company's consent to fund and implement the special early retirement benefit program as defined in the 1984 master agreement, as to all eligible Mack union employees;
(g) The maximum term of health care benefits currently provided to laid off employees to be extended from 13 months to 24 months for Mack's active union employees laid off as a result of the previously announced closing of the Allentown assembly division and the outsourcing of miscellaneous machining and carriers at the Hagerstown power train division;
(h) A reduction of $ .85 to $ 1.10 per hour to be made to the wage rate schedule;
(i) Productivity improvements of up to twenty percent (20%) to be implemented at Macungie, effective on the date of the start up of the "Baby 8" model or January 4, 1988 (whichever is later), and Hagerstown, effective June 8, 1987;
(j) Job security guarantees for members of Local 677's engineering unit and the placement of the proposed centralized computer center in the Lehigh Valley, if constructed ...