Intermet Corp. v. United Steel, Paper & Forestry, Rubber, Manufacturing, Energy, Allied Industrial & Service Workers International Union

UNPUBLISHED

UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT

No. 11-1766

INTERMET CORPORATION,

Petitioner - Appellee,

v.

UNITED STEEL, PAPER AND FORESTRY, RUBBER, MANUFACTURING,
ENERGY, ALLIED INDUSTRIAL AND SERVICE WORKERS INTERNATIONAL
UNION; UNITED STEEL WORKERS OF AMERICA LOCAL UNION 8270,

Respondents - Appellants.

Appeal from the United States District Court for the Western
District of Virginia, at Lynchburg. Norman K. Moon, Senior
District Judge. (6:10-mc-00007-NKM)

Argued: March 23, 2012 Decided: April 5, 2012

Before WILKINSON, MOTZ, and DUNCAN, Circuit Judges.

Reversed and remanded by unpublished per curiam opinion.

ARGUED: Amanda Marie Fisher, UNITED STEELWORKERS OF AMERICA,
Pittsburgh, Pennsylvania, for Appellants. Christopher M.
Michalik, MCGUIREWOODS, LLP, Richmond, Virginia, for Appellee.
ON BRIEF: Melissa Wolf Riley, MCGUIREWOODS, LLP,
Charlottesville, Virginia, for Appellee.

Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:

Two unions appeal from a district court’s grant of summary

judgment vacating an arbitrator’s award under a collective

bargaining agreement. Because the arbitrator acted within the

scope of his powers under the collective bargaining agreement,

we reverse the judgment of the district court and remand the

case for entry of an order enforcing the arbitration award.

I.

Intermet Corp. (“Intermet”) declared bankruptcy in July

2009 and closed its Archer Creek foundry in Campbell County,

Virginia in December 2009. In doing so, it terminated the

employment of roughly 170 persons as of December 26, 2009.

Intermet refused to pay vacation benefits assertedly due to the

employees for the time they worked in 2009 because it took the

position that such benefits were not due under the collective

bargaining agreement (“CBA”) unless the workers were employed on

December 31, 2009.

Two unions, the United Steel, Paper and Forestry, Rubber,

Manufacturing, Energy, Allied Industrial and Service Workers

International Union and the United Steel Workers of America

Local Union 8270, represented workers at the foundry negotiating

the CBA. The unions filed a class action grievance pursuant to

the CBA, and submitted the dispute for arbitration.

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 Article 11 of the CBA governs the accrual and distribution

of vacation benefits. Section 5 of Article 11, upon which

Intermet chiefly relies, provides that “[t]o be eligible for

vacation benefits during any calendar year, an employee must be

actively employed on December 31 of the preceding year.”

Article 11 contains several other provisions which, in some

circumstances, allow an employee to claim vacation benefits even

if not employed on December 31 of the preceding year.

The arbitrator concluded that Intermet’s refusal to pay

vacation benefits earned in 2009 violated Article 11 of the CBA.

The arbitrator reasoned that, in negotiating the CBA, the

parties had not contemplated how vacation benefits would be

apportioned in the event of plant closure and that Section 5 did

not apply to the circumstance of a plant closure. Moreover, the

arbitrator found that the vacation benefits were “a bargained

for benefit” and that “according to the . . . language of the

Parties Agreement, this entitlement had already been earned.”

Intermet brought this action in district court seeking to

vacate the arbitrator’s award; the unions counterclaimed to

enforce the award. After the parties filed cross-motions for

summary judgment, the district court ruled in favor of Intermet,

vacating the award. The court found that the CBA required a

person to be employed on December 31, 2009 to be entitled to

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vacation pay accrued by virtue of working during that year. The

unions noted a timely appeal.

We review the judgment of the district court de novo.

Parsons v. Power Mountain Coal Co., 604 F.3d 177, 182 (4th Cir.

2010).

II.

“Judicial review of arbitration awards is among the

narrowest known to the law.” PPG Indus. v. Int’l Chem. Workers,

587 F.3d 648, 652 (4th Cir. 2009) (internal alterations and

quotation marks omitted). A court must “determine only whether

the arbitrator did his job -- not whether he did it well,

correctly, or reasonably, but simply whether he did it.”

Mountaineer Gas Co. v. Oil, Chem. & Atomic Workers Int'l Union,

76 F.3d 606, 608 (4th Cir. 1996).

An arbitrator’s award may be vacated only if “it violates

clearly established public policy, fails to draw its essence

from the collective bargaining agreement, or reflects merely the

arbitrator’s personal notions of right and wrong.” Yuasa, Inc.

v. Int’l Union of Elec., Elec., Salaried, Mach. & Furniture

Workers, 224 F.3d 316, 321 (4th Cir. 2000) (internal quotation

marks omitted). “[A]s long as the arbitrator is even arguably

construing or applying the contract and acting within the scope

of his authority,” a court cannot overturn the arbitrator’s

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award even if the court “is convinced [the arbitrator] committed

serious error.” United Paperworkers Int’l Union v. Misco, Inc.,

484 U.S. 29, 38 (1987).

Intermet contends that the CBA does not require the payment

of vacation benefits to anyone that was not employed on December

31 of the year. By contrast, the unions contend that the CBA

requires the payment of vacation benefits in the event of plant

closure provided that the employees worked the minimum number of

hours required. This is a quintessential dispute “as to the

meaning, interpretation and application of the collective

bargaining agreement” that is squarely within the power of the

arbitrator to adjudicate and that courts “have no business

weighing the merits of.” United Steelworkers of Am. v. Am. Mfg.

Co., 363 U.S. 564, 568-69 (1960) (internal quotation marks

omitted).

We need not address whether we would have reached the same

conclusion as the arbitrator in interpreting the CBA. Rather,

we must only satisfy ourselves that the arbitrator “acted within

the scope of his authority under the contract.” PPG Indus., 587

F.3d at 650. Of course, the CBA provides that “[t]he arbitrator

shall have no power to add to, subtract from or modify this

Agreement in any way, but shall instead be limited to the

application of the terms of this Agreement in determining the

dispute.” The arbitrator acknowledged these limits on his role,

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making clear in his decision that his duty was to “determine how

the negotiators would have decided this case, based solely on

the written language of the Parties Agreement.” He further

recognized that his role was “confined to the four corners of

the Parties Wage Agreement” and “to interpret the meaning and

intent of” that agreement.

The district court’s judgment vacating the arbitrator’s

award rests principally on the court’s determination that “there

was no ambiguity in the [CBA] requirement that ‘[t]o be eligible

for vacation benefits . . . an employee must be actively

employed on December 31 . . . .’” While it is true that “the

arbitrator cannot ‘ignore the plain language of the contract’ to

impose his ‘own notions of industrial justice,’” PPG Indus., at

652 (citing Misco, 484 U.S. at 38), the arbitrator did not do

that here.

Article 11 of the CBA does not address how vacation

benefits are apportioned in the event of a plant closure.

Although the CBA is specific as to how vacation benefits are

distributed in the case of retirement, discharge for cause,

death, and layoffs, it is silent as to the circumstance of a

plant closure. Moreover, given that some workers, like those

that are laid off, are entitled to vacation benefits even though

not actively employed on December 31, it is not at all clear

that the December 31 trigger date applies in all circumstances.

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The arbitrator found that when Intermet and the unions

established the December 31 trigger date, “bankruptcy was not

part and parcel to those discussions,” and that “bankruptcy was

not one of the provisions included in [the] December 31 trigger

date.” Thus, based on the “structure of the Parties Agreement,”

the arbitrator concluded that the vacation pay was “a bargained

for benefit . . . based on work performed in the preceding

year,” and Intermet’s employees were thus entitled to it if they

met the other requirements of Article 11.

As in PPG Industries, “the arbitrator found the terms of

the CBA ambiguous, and this court cannot second-guess that

judgment.” 587 F.3d at 654. In the absence of a clear

provision, the arbitrator resolved the dispute in light of the

whole agreement and his interpretation of the intent of the

negotiators. That, he was entitled to do. See N. Ind. Pub.

Serv. Co. v. United Steelworkers of Am., 243 F.3d 345, 348 (7th

Cir. 2001) (“[A]rbitrators are empowered to fill gaps left in

contracts.”); CSX Transp., Inc. v. United Transp. Union, 29 F.3d

931, 936 (4th Cir. 1994) (“If the parties’ written agreement is

ambiguous or silent regarding the parties’ intent, the

arbitrator may use past practices and bargaining history to

‘fill a gap’ in the written contract.” (internal citation

omitted)).

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 III.

Accordingly, we reverse the judgment of the district court

and remand the case for entry of an order enforcing the

arbitration award.

REVERSED AND REMANDED

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