The opinion of the court was delivered by: Nordberg, District Judge.
Memorandum Opinion and Order
ARTICLE XIV — METHOD OF NEGOTIATION
SECTION 14.1.: The COMPANY and the UNION agree
to meet and deal with each other through their
duly accredited officers and committees on
matters relating to hours, wages and other
definite conditions of employment of the
employees of the COMPANY covered in this
Should any differences arise between the
parties hereto concerning the interpretation or
application of this Agreement, the COMPANY'S
representative and the Business Manager of the
UNION, (or someone appointed by the Business
Manager to represent him), shall meet and
endeavor to settle such differences. Either of
the parties hereto may request arbitration with
respect to matters of mutual concern and
interest, regarding proposed changes in or
amendment to this agreement.
In case of failure to agree, the matter in
dispute shall be submitted at the request of
either party to an Arbitration Board to be
selected in a manner as specified in Article V,
beginning with Step 4.
ARTICLE XV — TERM OF AGREEMENT
This Agreement and the provisions thereof, when
signed by the authorized representatives of the
COMPANY and the UNION, shall become effective on
the first day of December, 1981, and remain in
effect through the last day of November, 1983,
and shall continue in full force and effect from
year to year thereafter unless written notice is
given by either party to the other on or before
sixty (60) days prior to the annual termination
date requesting that the Agreement be amended or
Against the background of these contractual provisions, the
following chronology of events ensued.
On September 22, 1983, the Union notified the Company that
it desired to open the Agreement for amendment. (See
Attachment B to Company's Complaint). On September 30, 1983,
the Company notified the Union of its decision to terminate
the Agreement as of November 30, 1983, pursuant to the 60 day
cancellation provision of Article XV. Negotiations continued
over a period of several months. However, a new agreement was
not reached as of November 30, 1983, the expiration date of
the Agreement. The Union then sent a letter to the Company,
dated November 30, 1983, demanding arbitration of the terms
and conditions of a new agreement, invoking Article XIV of the
old Agreement. (See Attachment D to Company's Complaint). On
December 2, 1983, the Company informed the Union that the
Agreement had expired on November 30, 1983 and that it was
under no contractual obligation to proceed to arbitration.
(See Attachment E to Company's Complaint).
On December 2, 1983, the Company filed suit in this court,
under Section 301(a) of the Labor Management Relations Act of
1947, 29 U.S.C. § 185(a). The Company sought a declaratory
judgment and an order staying arbitration of the terms and
conditions of a new agreement. (Case No. 83 C 8863). On
December 6, 1983, the Union brought a separate action seeking
an order compelling the Company to proceed to arbitration.
(Case No. 8905). Since the two cases involve the same legal
issues and parties, this court found them to be related and now
addresses motions for summary judgment filed in each case,
which will be treated as cross-motions for summary judgment.
After examining the language of the Agreement, the cases
cited by the parties and other applicable law, this court
concludes that effect must be given to all provisions of the
Agreement and therefore neither the Company nor the Union can
be compelled to arbitrate over the terms and
conditions of a new collective bargaining agreement. A similar
situation was faced by the court in M.K.O. Transit Lines, Inc.
v. Division Number 892, Amalgamated Association of Street,
Electric Railway and Motor Coach Employees of America,
319 F.2d 488 (10th Cir.), cert. denied, 375 U.S. 944, 84 S.Ct. 350, 11
L.Ed.2d 274 (1963). In M.K.O., the contract at issue contained
a termination clause, giving either party the right to cancel
the contract upon notice given not less than 60 days prior to
the expiration of the contract or any renewal of the contract.
The contract also provided that all grievances, disputes and
differences between the union and the company, including
changes, additions, and modifications which could not be
resolved by the parties, should be determined by arbitration as
therein provided. The union called upon the company to
negotiate a new contract, stating:
In the event that no agreement has been reached
by midnight of June 30, 1962, and if arbitration
has not been agreed upon this will also serve due
notice that the entire contract now if effect is
to be terminated as of midnight June 30, 1962.
Id. at 489. No agreement was reached. Although the union had
previously stated that in such circumstances the agreement
would be terminated, ...