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Laborers' Combined Funds of Western Pennsylvania v. Macson Corp.

United States District Court, W.D. Pennsylvania

April 30, 2018

LABORERS' COMBIND FUNDS OF WESTERN PENNSYLVANIA, as agent for PHILIP AMERIS and PAUL
v.
SCABILLONI, trustees ad litem, LABORERS' DISTRICT COUNCIL OF WESTERN PENNSYLVANIA WELFARE AND PENSION FUNDS, THE CONSTRUCTION INDUSTRY ADVANCEMENT PROGRAM OF WESTERN PENNSYLVANIA, and its affiliated local unions, Plaintiff,
v.
MACSON CORPORATION, Defendant.

          OPINION

          LISA PUPO LENIHAN UNITED STATES MAGISTRATE JUDGE

         Currently before the Court for disposition is the Motion to Compel Arbitration (ECF No. 26) filed by Defendant Macson Corporation (“Macson”). Macon contends that the West Jefferson Hills School District Project Labor Agreement (“PLA”), which contains a mandatory arbitration provision, governs the parties' dispute here, and therefore, Plaintiff is required to arbitrate its claim against Macson. Because Plaintiff has failed to submit its dispute to arbitration, Macson contends this Court lacks subject matter jurisdiction, and requests that this case be dismissed with prejudice, and attorneys' fees be awarded to it pursuant to 29 U.S.C. § 1132(g)(1). For the reasons set forth below, the Court will deny Defendant's motion to compel arbitration.

         I. FACTUAL BACKGROUND & PROCEDURAL HISTORY

         Plaintiff, the Laborers' Combined Funds of Western Pennsylvania (“Laborers' Combined Funds”), instituted this suit against Macson under §§ 502 and 515 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. §§ 1132 and 1145, and also under § 301 of the Labor-Management Relations Act of 1947 (“LMRA”), 29 U.S.C. § 185. The Laborers' Combined Funds administers various fringe benefit funds, including the Laborers' District Council of Western Pennsylvania Welfare and Pension Funds (“Welfare & Pension Funds”), [1] and acts as a collection agent for such funds as well as for certain employer associations and unions, including the Laborers' District Council of Western Pennsylvania and its affiliated local unions, the Construction Industry Advancement Program of Western Pennsylvania. (Compl., ¶¶ 2-5, ECF No. 1.)

         Macson, a contractor engaged in the construction business, allegedly entered into a labor agreement with the Laborers' Union.[2] (Id., ¶¶ 6-7.) Plaintiff contends that pursuant to that agreement, Macson was obligated to submit certain monthly payments to it for pension, welfare, industry and dues for the benefit of employees covered under said agreement. (Id., ¶ 7.) Plaintiff further contends that based on that agreement and the provisions of ERISA, it has the right to examine and audit Macson's books and payroll records to determine whether Macson has made proper deductions, contributions, payments and remittances for all employees covered by the agreement. (Id., ¶ 8.) Nonetheless, Plaintiff contends that Macson has failed to submit such reports and has refused to make available its books and payroll records for an audit, in violation of the agreement. (Id., ¶ 9.) In addition, Plaintiff contends that Macson is obligated to it for all reasonable auditing and attorney's fees and other legal expenses incurred in securing the audit and collecting any delinquencies determined to be owed by Macson. (Id., ¶ 10.)

         For relief, the Plaintiff seeks injunctive relief to enjoin Macson from violating the terms of the labor agreement and directing Macson to make immediate payments of all monies past due and timely payments of all monies that become due to Plaintiff, pursuant to the labor agreement, among other things. (Compl., Ad damnum cl., ¶¶ (a) - (c).) Plaintiff also seeks a money judgment in its favor for (1) the amounts shown to be owed as a result of any audit, plus interest; (2) liquidated damages/late charges at 10 percent of the principal amount owed; (3) reasonable auditing fees and attorneys' fees equal to 20 percent of the total delinquency, but not less than $1, 000.00; and, (4) costs of suit. (Id., Ad damnum cl., ¶ (d).)

         In response, Macson filed an Answer, and subsequently, a motion to compel arbitration which is the subject of this opinion.[3] Relevant to this pending motion, Macson attached a copy of the Project Labor Agreement for the West Jefferson Hills School District Project, see Def.'s Ex. B to Motion to Compel Arbitration (ECF No. 26-2), and subsequently, filed a Brief in Support of its Motion to Compel Arbitration (ECF No. 32).

         Plaintiff has filed a response and brief in opposition to the motion to compel arbitration (ECF Nos. 39 and 40). Macson has filed a reply to Plaintiff's opposition to the motion to compel arbitration (ECF No. 41) and a supporting brief (ECF No. 43). As the motion to compel arbitration has been fully briefed, it is now ripe for disposition.

         II. LEGAL STANDARD - MOTION TO COMPEL ARBITRATION

         In Guidotti v. Legal Helpers Debt Resolution, LLC, 716 F.3d 764, 771 (3d Cir. 2013), the court of appeals clarified which standard of review should be applied in evaluating motions to compel arbitration:

[W]hen it is apparent, based on “the face of a complaint, and documents relied upon in the complaint, ” that certain of a party's claims “are subject to an enforceable arbitration clause, a motion to compel arbitration should be considered under a Rule 12(b)(6) standard without discovery's delay.” Somerset, 832 F.Supp.2d at 482. But if the complaint and its supporting documents are unclear regarding the agreement to arbitrate, or if the plaintiff has responded to a motion to compel arbitration with additional facts sufficient to place the agreement to arbitrate in issue, then “the parties should be entitled to discovery on the question of arbitrability before a court entertains further briefing on [the] question.” Id. After limited discovery, the court may entertain a renewed motion to compel arbitration, this time judging the motion under a summary judgment standard. In the event that summary judgment is not warranted because “the party opposing arbitration can demonstrate, by means of citations to the record, ” that there is “a genuine dispute as to the enforceability of the arbitration clause, ” the “court may then proceed summarily to a trial regarding ‘the making of the arbitration agreement or the failure, neglect, or refusal to perform the same, ' as Section 4 of the FAA envisions.” Id. (quoting 9 U.S.C. § 4).

Id. at 776. Thus, “[m]otions to compel arbitration are reviewed under the Rule 12(b)(6) standard ‘[w]here the affirmative defense of arbitrability of claims is apparent on the face of a complaint (or . . . documents relied upon in the complaint).'” Gordon v. Kohl's Dep't Stores, Inc., 119 F.Supp.3d 356, 361 (E.D.Pa. 2015) (quoting Guidotti, 716 F.3d at 773-74) (internal quotation marks omitted).

         In evaluating a motion to compel arbitration under the Rule 56 standard, courts “'may consider all affidavits, exhibits and discovery in the record.'” Quilloin v. Tenet HealthSystem Philadelphia, Inc., 763 F.Supp.2d 707, 715 (E.D.Pa. 2011) (quoting Hopkins v. New Day Fin., 643 F.Supp.2d 704, 713-14 (E.D.Pa. 2009) (citing Par-Knit Mills, Inc. v. Stockbridge Fabrics Co., 636 F.2d 51, 54 & n. 9 (3d Cir.1980))), rev'd on other grounds, 673 F.3d 221 (2012). A motion to compel arbitration should be granted only where there is “‘no genuine issue of fact concerning the formation of the agreement'” to arbitrate. Kirleis v. Dickie, McCamey & Chilcote, 560 F.3d 156, 159 (3d Cir. 2009) (quoting Par-Knit Mills, 636 F.2d at 54). “In making this determination, the party opposing arbitration is entitled to ‘the benefit of all reasonable doubts and inferences that may arise.”' Id.

         Here Plaintiff submits that the standard for a Rule 12(b)(6) motion to dismiss should be applied to Macson's motion to compel arbitration. However, the Complaint on its face fails to assert any allegations suggesting that the stated claims may be subject to an enforceable arbitration agreement.[4] As such, the Court is unable to rule on the merits of Macson's motion merely on the factual allegations in the Complaint.

         Moreover, Macson has relied on documents not referenced in the Complaint which it attached as exhibits to its motion to compel arbitration. Macson submits that the Court may take judicial notice of these documents because they were received from Plaintiff's counsel and are not subject to reasonable dispute, citing Fed.R.Evid. 201(b). As such, Macson submits that the Court may consider these documents in deciding the motion to compel arbitration, see Affidavit of Kevin Fiore, ECF No. 37-3 at 2, but does not indicate which legal standard the Court should apply.

         Although the Court “may consider an undisputedly authentic document that a defendant attaches as an exhibit to a motion to dismiss if the plaintiff's claims are based on the document[, ]” Pension Ben. Guar. Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3dCir. 1993), here Plaintiff's claims are not based on the documents Macson has attached to its motion to compel arbitration. Therefore, the Court may not consider the exhibits attached to its motion to compel arbitration under the Rule 12(b)(6) standard.

         In response to Macson's motion to compel arbitration and supporting exhibits, Plaintiff has attached copies of the PLA, as well as copies of the relevant Trust Agreements. See ECF Nos. 39-2 & 39-3.[5] Moreover, both parties appear to be making legal arguments based on the PLA and Trust Agreements, and neither party has indicated that discovery is necessary to decide the motion. As such, the ...


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