UNITED STATES COURT OF APPEALS FOR THE SEVENTH CIRCUIT
decided: May 8, 1987.
JAMES W. LEU, ET AL., INDIVIDUALLY AND AS REPRESENTATIVE OF A CLASS, PLAINTIFFS-APPELLANTS,
NORFOLK & WESTERN RAILWAY COMPANY, DEFENDANT-APPELLEE
Appeal from the United States District Court for the Southern District of Illinois, No. 85 5172, William L. Beatty, Judge.
Before WOOD, Jr., COFFEY and RIPPLE, Circuit Judges.
RIPPLE, Circuit Judge. This action is before the court pursuant to 28 U.S.C. § 1291 as an appeal of a final judgment of the United States District Court for the Southern District of Illinois. On February 6, 1986, the district court granted the defendant's motion to dismiss the plaintiffs' second amended complaint, and plaintiffs' appeal. The complaint was dismissed under Fed. R. Civ. P. 12(b)(1) for lack of subject matter jurisdiction and, alternatively, dismissed with prejudice under Fed. R. Civ. P. 12(b)(6) for failure to state a claim. For the reasons set forth in this opinion, we affirm the district court's dismissal of the action for lack of subject matter jurisdiction.
A. The Complaint
Appellants are former employees of the appellee, Norfolk and Western Railway Company (N & W). They sustained personal injuries while on-duty with the railroad and either agreed to monetary settlements or received payments in satisfaction of judgments against N & W under the Federal Employers' Liability Act (FELA) on or after March 1, 1961.
In their complaint in this litigation, appellants alleged that N & W fraudulently reduced the settlement funds by deducting a lien asserted against N & W by the Wabash Memorial Hospital Association (WMHA) for medical serviced provided by WMHA to appellants in connection with the injuries. The former employees asserted that the railroad had a lawful responsibility to pay the hospital bills and that, because of the deduction of the alleged WMHA lien, they were deprived of funds to which they were entitled. In the second amended complaint,*fn1 upon which this appeal is premised, this contention is expressed in two causes of action, one alleging fraud,*fn2 the other alleging conversion.*fn3
B. The Decision of the District Court
The district court dismissed appellants' second amended complaint for lack of subject matter jurisdiction. It reasoned that "the sole source of this alleged 'responsibility' [to pay medical expenses] was the provisions of the collective bargaining agreements between N & W and Plaintiffs' rail unions entered into under the auspices of the Railway Labor Act." Leu v. Norfolk & W. Ry., No. 85 5172, mem. op. at 2 (S.D. Ill. Feb. 6, 1986) [hereinafter cited as Mem. op.]; R.19 at 2.*fn4 The court ruled that "state law tort claims that are inextricably intertwined with the interpretation of collective bargaining agreements in the railroad or airline industry are preempted because Congress has vested exclusive [sic] jurisdiction to interpret such agreements in the National Railroad Adjustment Board ("NRAB") under Section 3 of the RLA." Id. at 3. Thus, the court held that it was deprived of subject matter jurisdiction over the claims because resolution of the claims "would be substantially dependent upon [its] analysis of the terms of the N & W collective bargaining agreements." Id. at 4.
The district court then rejected the appellants' arguments that the court should entertain their claims despite the preemption of their tort claims. Appellants had argued that any claim they might have under the collective bargaining agreement or section 3 of the Railway Labor Act (RLA) would be time-barred. The court answered that "plaintiffs' failure to pursue their contract remedies in the proper forum in a timely fashion cannot somehow imbue this Court with subject matter jurisdiction it otherwise lacks." Id. at 5. Appellants also had argued that they were unable to pursue their contract remedies under the RLA because they had resigned their employment with N & W. To this argument the court responded, "Former railroad employees not only are able but in fact are required to pursue any claims they might have arising out of a collective bargaining agreement through the exclusive 'minor dispute' resolution process set forth in Section 3 of the RLA." Id. at 6.
As an alternate basis for its holding, the court then dismissed the fraud an conversion causes of action with prejudice for failure to state a claim. The court relied on the requirement of Fed. R. Civ. P. 9(b) that in all averments of fraud, the circumstances constituting fraud "shall be stated with particularity." The court held that appellants' "conclusory, non-specific allegations of fraud against N & W do not contain the requisite particularity." Id. at 8. The court also held that appellants' action for conversion could not be maintained because it was essentially a claim for the deprivation of property as a result of an alleged breach of contract. Id. at 9.
Appellants raise two issues on appeal. The first issue is whether the district court erred as a matter of law in holding that it is deprived of subject matter jurisdiction to hear appellants' state law tort claims by the Railway Labor Act § 3, 45 U.S.C. § 153. The second issue, focusing on the district court's alternative holding, is whether the district court erred in dismissing the appellants' second amended complaint for failure to state claims for fraud and conversion. Because we affirm the district court's dismissal of the appellants' second amended complaint for lack of subject matter jurisdiction, it is unnecessary to consider the alternative ground for dismissal.
A. The Railway Labor Act
The Railway Labor Act was enacted by Congress to promote stability in labor-management relations in the railroad industry. Union Pac. R.R. v. Sheehan, 439 U.S. 89, 94, 58 L. Ed. 2d 354, 99 S. Ct. 399 (1978).*fn5 As a means of effectuating that purpose, the RLA provides for mandatory administrative grievance procedures and remedies*fn6 for "minor disputes"*fn7 arising from the employment relationship between a railroad employee and the carrier.*fn8 See Andrews v. Louisville & N. R.R., 406 U.S. 320, 322-23, 32 L. Ed. 2d 95, 92 S. Ct. 1562 (1972); Graf v. Elgin, J. & E. Ry. 790 F.2d 1341 (7th Cir. 1986); Jackson v. Consolidated Rail Corp., 717 F.2d 1045 (7th Cir. 1983), cert. denied, 465 U.S. 1007, 79 L. Ed. 2d 233, 104 S. Ct. 1000 (1984). This federal administrative remedy is exclusive, Jackson, 717 F.2d at 1049 (citing Andrews, 406 U.S. at 325); see Graf, 790 F.2d at 1348, and RLA preemption divests the state and federal courts of subject matter jurisdiction over "minor disputes." Jackson, 717 F.2d at 1057. "The several decisions of [the Supreme] Court interpreting § 3 First [of the RLA] have made it clear that this statutory grievance procedure is a mandatory, exclusive, and comprehensive system for resolving grievance disputes." Brotherhood of Locomotive Eng'rs v. Louisville & N. R.R., 373 U.S. 33, 38, 10 L. Ed. 2d 172, 83 S. Ct. 1059 (1963); see also Andrews, 406 U.S. at 322 (citing Brotherhood of R.R. Trainmen v. Chicago R. & I. R.R., 353 U.S. 30, 39, 1 L. Ed. 2d 622, 77 S. Ct. 635 (1957) and Walker v. Southern Ry., 385 U.S. 196, 198, 17 L. Ed. 2d 294, 87 S. Ct. 365 (1966)). "In enacting this legislation, Congress endeavored to promote stability in labor-management relations in this important national industry by providing effective and efficient remedies for the resolution of railroad-employee disputes arising out of the interpretation of collective-bargaining agreements. . . . Congress considered it essential to keep these so-called 'minor' disputes within the Adjustment Board and out of the courts." Sheehan, 439 U.S. at 94, 99 S. Ct. at 402; see also Slocum v. Delaware, L. & W. R.R., 339 U.S. 239, 243, 94 L. Ed. 795, 70 S. Ct. 577 (1950) ("The Act thus represents a considered effort on the part of Congress to provide effective and desirable administrative remedies for adjustment of railroad-employee disputes growing out of the interpretation of existing agreements."). Thus, as this court has recognized, "the [National Railway Adjustment Board] has exclusive jurisdiction over disputes involving contractual interpretation of collective bargaining agreements between carriers and their employees." Choate v. Louisville & N. R.R., 715 F.2d 369, 372 (7th Cir. 1983).
We have consistently held that the RLA completely preempts state law tort claims by railroad employees against carriers when adjudication of the cause of action involves interpretation of the collective bargaining agreement. Jackson, 717 F.2d 1045; accord Lewy v. Southern Pac. Transp. Co., 799 F.2d 1281 (9th Cir. 1986). In Jackson, we stated that "the RLA has made any grievance arising out of the collective bargaining agreements subject to the exclusive arbitral remedies contained in that Act." 717 F.2d at 1052. "Where the worker is covered by a collective bargaining contract and therefore has a potential federal remedy, judicial or arbitrable, the cases hold that the remedy is exclusive; the worker has no state remedies." Graf, 790 F.2d at 1346.
B. Preemption Analysis
The appellants contend that preemption of their state law fraud and conversion claims by the RLA should not apply in this case because the railroad's obligation to pay the medical expenses of its injured employees does not arise from a provision of any collective bargaining agreement. Rather, the obligation arose "by course and practice in FELA litigation to pay those bills." Appellants' Br. at 9. Consequently, argue the appellants, adjudication of the claims does not require the interpretation of a collective bargaining agreement. However, we agree with the district court that, if the railroad has a responsibility to pay the medical bills of injured employees pursuing FELA claims, that responsibility arises from the collective bargaining agreement as an incident of the employment relationship. Even if the alleged responsibility of the carrier to pay medical expenses arises from a "course and practice" of the carrier rather than from a specific provision of a collective bargaining agreement, the question of whether that responsibility exists at all requires an interpretation of the collective bargaining agreement. See Railway Express Agency, Inc. v. Brotherhood of Ry., Airline & S.S. Clerks, Freight Handlers, 437 F.2d 388, 392 (5th Cir.), cert. denied, 403 U.S. 919, 91 S. Ct. 2230, 29 L. Ed. 2d 696 (1971); Switchmen's Union of N. Am. v. Southern Pac. Co., 398 F.2d 443, 447 (9th Cir. 1968). "where, as here, the dispute grows out of the employment relationship and, in the final analysis, involves an attempt to impose a right which is incident to that relationship, the statutory forum is the Adjustment Board, absent a clear expression of legislative policy to the contrary." Railway Labor Executives Ass'n v. Atchison, T. & S.F. Ry., 430 F.2d 994, 997 (9th Cir. 1970), cert. denied, 400 U.S. 1021, 91 S. Ct. 582, 27 L. Ed. 2d 632 (1971). As the Ninth Circuit, citing Elgin, J. & E. Ry. v. Burley, 325 U.S. 711, 723, 89 L. Ed. 1886, 65 S. Ct. 1282 (1945), has aptly stated:
The [exclusive] jurisdiction of the Adjustment Board is not limited to disputes arising from provisions specifically included in a collective bargaining agreement. If the claim is founded upon some incident of the employment relationship, or an asserted one, the Board may determine the meaning and effect of the provisions of the collective agreement with reference either to an included or to an omitted case.
Railway Labor Executives Ass'n, 430 F.2d at 996.
Therefore, if the alleged responsibility of the railroad to pay medical expenses arises from the "course and practice" of the railroad, adjudication of the claims that the responsibility was fraudulently avoided by the railroad and that the railroad converted the sum of the medical expenses "lawfully" owed to the appellants necessarily requires an interpretation of the collective bargaining agreement in light of the alleged "course and practice." As in Andrews, "the existence and extent of such an obligation . . . will depend on the interpretation of the collective-bargaining agreement." 406 U.S. at 324, 92 S. Ct. at 1565.
The appellants cannot escape the exclusive governance of the RLA by articulating their claim in terms of a state tort action. In Stephens v. Norfolk & W. Ry., 792 F.2d 576 (6th Cir. 1986), the Sixth Circuit set forth a useful method for evaluating such claims:
Employees' attempts to evade NRAB exclusive jurisdiction over minor disputes by recharacterizing their claims into state causes of action are scrutinized by the following test: If the "action is based on a matrix of facts which are inextricably intertwined with the grievance machinery of the collective bargaining agreement and of the R.L.A.," exclusive jurisdiction of the NRAB preempts the action.
Id. at 580 (quoting Magnuson v. Burlington N., Inc., 576 F.2d 1367, 1369 (9th Cir.), cert. denied, 439 U.S. 930, 58 L. Ed. 2d 323, 99 S. Ct. 318 (1978)). Indeed, recently, in Allis-Chalmers Corp. v. Lueck, 471 U.S. 202, 85 L. Ed. 2d 206, 105 S. Ct. 1904 (1985), the Supreme Court expressed a similar approach:
Questions relating to what the parties to a labor agreement agreed, and what legal consequences were intended to flow from breaches of that agreement, must be resolved by reference to uniform federal law, whether such questions arise in the context of a suit for breach of contract or in a suit alleging liability in tort.
Id. at 211.
While Allis-Chalmers is an LMRA case, its reasoning is equally applicable to the determination of whether a claim couched in terms of a state law tort actually arises under an RLA collective bargaining agreement.*fn9 The key inquiry, as correctly identified by the district court, is "whether evaluation of the tort claim is inextricably intertwined with consideration of the terms of the labor contract. If the state tort law purports to define the meaning of the contract relationship, that law is pre-empted." Id. at 213. Here, the claims clearly derive from the collective bargaining agreement, even if impliedly so. See e.g., Gibson v. AT&T Technologies, Inc., 782 F.2d 686, 688 (7th Cir.), cert. denied, 477 U.S. 905, 106 S. Ct. 3275, 91 L. Ed. 2d 565 (1986) (claim for fraudulent deprivation of layoff allowance held to arise from collective bargaining agreement and thus preempted by Labor Management Relations Act). The fundamental issue underlying the appellants' claim is whether the railroad had a duty to pay the appellants' medical expenses. Resolution of this question "depends upon the terms of the agreement between the parties[.] [It is] tightly bound with questions of contract interpretation that must be left to federal law." Allis-Chalmers, 471 U.S. at 216. Therefore, as in Allis-Chalmers, this case involves "a question of federal contract interpretation whether there was an obligation under this labor contract to provide the payments . . ., and, if so, whether [the employer's] conduct breached that implied contract provision." Id. at 215. Similarly, "the duties imposed and rights established through the state tort thus derive from the rights and obligations established by the contract. That being so, this tort claim is firmly rooted in the expectations of the parties that must be evaluated by federal contract law." Id. at 217.
Appellants cannot, through "artful pleading," disguise claims that are within the jurisdictional scope of the RLA as state law tort claims for fraud and conversion. See Schroeder v. Trans World Airlines, Inc., 702 F.2d 189, 191 (9th Cir. 1983) ("Artful pleading by the plaintiff will not be allowed to conceal the true nature of the complaint."); Magnuson, 576 F.2d at 1369 ("Artful pleading cannot conceal the reality that the gravamen of the complaint is wrongful discharge."); De la Rosa Sanchez v. Eastern Airlines, Inc., 574 F.2d 29, 32 (1st Cir. 1978). The courts have correctly viewed such attempts as "end runs around the Railway Labor Act's policy of channeling employment disputes to arbitration." Lancaster v. Norfolk & W. Ry., 773 F.2d 807, 815 (7th Cir. 1985), cert. denied, 480 U.S. 945, 107 S. Ct. 1602, 94 L. Ed. 2d 788 (1987); see De la Rosa Sanchez, 574 F.2d at 32 ("Plaintiff here seeks to make an end-run around the jurisdictional scope of [the] RLA by the use of an ingeniously framed complaint alleging a tort.").
Appellants invoke an exception to the general rule of preemption of state law tort claims by the federal labor laws illustrated by the Supreme Court case of Farmer v. United Bhd. of Carpenters & Joiners, Local 25, 430 U.S. 290, 51 L. Ed. 2d 338, 97 S. Ct. 1056 (1977). Farmer arose under the National Labor Relations Act, but several courts have considered the Farmer exception in the context of the RLA. See, e.g., Lancaster, 773 F.2d 807; Minehart v. Louisville & N. R.R., 731 F.2d 342 (6th Cir. 1984); Jackson, 717 F.2d 1045; Choate, 715 F.2d 369; Magnuson, 576 F.2d 1367. The plaintiff in Farmer filed a state court suit claiming intentional infliction of emotional distress. The Court held that the claim was not preempted by the NLRA because of the outrageous nature of the conduct that intentionally inflicted emotional distress. The Court considered the state interest in protecting its citizens from such outrageous conduct and the potential for interference with the federal labor scheme and concluded that preemption was not mandated. As this court noted in Jackson, the Supreme Court in Farmer stated that the scope of federal preemption must be determined "'by examining the stated interests in regulating the conduct in question and the potential for interference with the federal regulatory scheme.'" Jackson, 717 F.2d at 1051 (quoting Farmer ,430 U.S. at 297, 97 S. Ct. at 1062).
Appellants argue that Farmer lends support to their case because of the "outrageous fraudulent conduct" and "the governmental interest of protecting disabled former railroad employees from being victimized by the fraudulent conduct of the carrier." Appellants' Br. at 15. We disagree. First, Farmer does not provide the support for the appellants' argument that they would have it provide. The "outrageous" conduct that the Farmer Court relied on in shaping the exception to the rule of preemption is simply lacking in this case. The state does not have the same interest in protecting the appellants here from the alleged fraud and conversion because the alleged duty to pay the medical expenses arises from the collective bargaining agreement via a "course and practice" rather than as an independently recognized state law duty. Second, the potential for interference with the federal labor scheme is too great to allow an exception to preemption. Under the reasoning of Farmer, the state tort must be "sufficiently separate from the labor dispute to permit [jurisdiction in the federal district court]." Choate, 715 F.2d at 371. This court held in Choate that peremption applies if adjudication of the claim would necessarily involve the interpretation of the collective bargaining agreement. Id. at 372. Similarly, in Jackson, this court held that the Farmer exception to the rule of preemption did not apply because "resolution of Jackson's claim requires consideration of the same issues that Jackson would have raised before the administrative tribunal had he pursued the grievance procedures of the collective bargaining agreement and the RLA." Jackson, 717 F.2d at 1056.
We hold that the district court was correct in dismissing the appellants' second amended complaint for lack of subject matter jurisdiction because the state law tort claims are preempted by the RLA.*fn10 We therefore affirm the judgment of the district court.