The opinion of the court was delivered by: Jeanne E. Scott, U.S. District Judge
This matter is before the Court on cross motions for summary judgment. Laborers' Local 477's Motion for Summary Judgment as to Parkland's Complaint to Vacate the Arbitration Award and as to Laborer's Local 477's Counterclaim to Confirm the Arbitration Award (d/e 22) (Defendant's Motion for Summary Judgment); Motion for Summary Judgment (d/e 23) (Parkland's Motion for Summary Judgment). Plaintiff Parkland Environmental Group, Inc. (Parkland) filed the pending Complaint (d/e 1) in October 2006, pursuant to Section 301 of the Labor Management Relations Act (LMRA) and the Federal Arbitration Act (FAA), seeking to vacate an arbitration award that was issued on July 18, 2006. See LMRA, 29 U.S.C. § 185; FAA, 9 U.S.C. § 1, et seq. In June 2007, Defendant Laborers' International Union of North America, Laborers' Local 477 (the Union) filed a Counterclaim, seeking confirmation of the award. For the reasons set forth below, Parkland's request to vacate the arbitration award is denied, and the Union's request for confirmation of the award is allowed.
Parkland, an Illinois corporation, is a small, family business located in Springfield, Illinois.*fn1 Parkland provides asbestos abatement and other services. Parkland typically employs three to four full-time employees. The Union is a labor organization with its principal place of business in Springfield, Illinois. The parties dispute whether a collective bargaining agreement between them existed covering the work upon which the July 18, 2006, arbitration award was based.
The parties agree that, on March 2, 2004, they entered into a one-page, "project only" participation agreement for work known as the White Oaks Mall Project. Defendant's Motion for Summary Judgment, p. 2, Undisputed Material Fact ¶ 3; id., Ex. A-1; Parkland's Memorandum of Law in Support of its Motion for Summary Judgment (d/e 24) (Parkland's Summary Judgment Memorandum), p. 3-4, Undisputed Material Fact ¶ 4. Parkland used union labor for all work on the White Oaks Mall Project. Parkland's regular employees did not work on the project. Brad Schaive, Business Manager for the Union, testified that at the time that Parkland executed the participation agreement for the White Oaks Mall Project it was understood that Parkland was a "nonunion shop." Id., Ex. 5, Deposition of Brad Schaive (Schaive Dep.), p. 15.
The arbitration award at issue here arose out of a separate, forty-nine page agreement between the parties. The record contains several copies of this document, but for consistency, the Court will cite to it as Exhibit A-2 to Defendant's Motion for Summary Judgment and refer to it as "the Agreement." Parkland asserts that the Agreement was a "project only" participation agreement relating to an asbestos abatement job known as the Washington Street project, while the Union asserts that it constitutes a multi-year, comprehensive collective bargaining agreement. Because the Agreement is central to the determination of the pending Motions, the Court addresses its contents in detail.
On its face, the Agreement states that it extends to "Building Construction work with Federal, State, County, City, Township or private work within the jurisdiction of [Local 477]" and that the conditions set forth in it "shall prevail from May 1, 2003, through April 30, 2008." Defendant's Motion for Summary Judgment, Ex. A-2, Agreement, p. 4. Article 13 of the Agreement contains a severability clause. Article 29 of the Agreement contains an arbitration clause as follows:
It is specifically agreed that there shall be no strikes, lockouts or cessation or slowdown of work or picketing over any dispute over the application or interpretation of this Agreement, and that all grievances and disputes, excluding jurisdictional disputes, shall be handles [sic] as herein provided.
Id., p. 41. The Agreement then sets out a three step process for dispute resolution outlined below.
At the first step, set out in Art. 29, § 2, "[a]ny dispute of any type concerning the interpretation or application of this Agreement... shall be adjusted by the particular Employer and the Union in the first instance, if possible...." Defendant's Motion for Summary Judgment, Ex. A-2, Agreement, p. 41. Under Art. 29, § 3, "[i]n the event the matter is not settled, it shall be referred to the Negotiating Committee...." Id. The Agreement provides that the Negotiating Committee will consist of three employer representatives, selected by the Central Illinois Builders of A.G.C., also known as the Association, and three union representatives, selected by the Southern and Central Illinois Laborers' District Council. Under the Agreement, the decision of the Negotiating Committee will be by majority vote. Section 4 of Art. 29, entitled "Arbitration," provides as follows: "Should the Negotiating Committee be unable to resolve the matter, then the Union or the Employer may refer the matter to arbitration by so notifying the other party involved." Id. The Agreement sets out the procedure for selecting the arbitrator. Article 29, § 5 of the Agreement provides that "[t]he Arbitrator may interrupt [sic] the Agreement and apply it to the particular case presented to him/her, but he/she shall have no authority to add to, or subtract from, or in any way change or modify the terms of this Agreement...." Id., p. 42. Section 7 of Art. 29 states as follows:
The decision of the Negotiating Committee or of the arbitrator... shall be final, binding and conclusive upon all parties... and shall be one method of resolving such disputes, provided, however, that if either party refuses to submit such dispute to arbitration or to abide by the decision of the arbitrator, then either party shall have the right to go into any court for the purpose of enforcing such submission or compliance.
The Agreement was signed by David Stowers as Vice President of Parkland, as was an attached Addendum setting forth hourly wage rates. The pages that include Stowers' signatures bear a handwritten date of April 1, 2004. Defendant's Motion for Summary Judgment, Ex. A-2, Agreement, p. 47-48. Schaive avers that Stowers signed the Agreement on April 1, 2004. Defendant's Motion for Summary Judgment, Ex. A, Affidavit of Brad Schaive (Schaive Aff.), ¶ 10-11. Schaive testified in his deposition that he and Stowers dated and signed the Agreement, although he further testified that he "would have no idea" whether Stowers forgot to put the date in on that particular occasion. Schaive Dep., p. 19. Parkland disputes that the Agreement was signed on April 1, 2004. Stowers testified in his deposition that he signed the Agreement before he signed the White Oaks Mall Project Agreement. Parkland's Summary Judgment Memorandum, Ex. 4, Deposition of David Stowers (Stowers Dep.), p. 53-54, 94-95. As previously noted, the parties agree that the White Oaks Mall Project Agreement was signed on March 2, 2004. According to Stowers, he signed the Agreement, but left the date blank. Id., p. 55-56. Stowers testified that the notations indicating April 1, 2004, are not in his handwriting. Id., p. 56. Stowers states that he signed the Agreement without reading any of it other than the one-page wage Addendum. Id., p. 65. Stowers testified that he believed, based on verbal communications, that the Agreement was a project only Agreement, relating to the Washington Street project. Id., p. 80-81. Stowers concedes that he signed the Agreement "around the proximity of the Washington Street project," which was performed in April 2004, although Stowers asserts that he was first contacted about the Washington Street project in February 2004. Id., p. 51, 55. The parties agree that Parkland used union labor to complete the Washington Street project and that Parkland's regular employees were not allowed to work on that job.
On May 30, 2006, the Union filed a grievance against Parkland with the Negotiating Committee. Defendant's Motion for Summary Judgment, Exs. A-3 & A-4. Schaive avers that the grievance was filed because Parkland was performing asbestos abatement work at the Furrow Building and for the Springfield Housing Authority without adhering to the terms of the Agreement. Schaive Aff., ¶ 14. The Union concedes that Parkland objected to the grievance prior to the arbitration hearing and, furthermore, that Parkland attended the arbitration hearing and made contemporaneous objections that it was not a signatory to a collective bargaining agreement and had not agreed to arbitration of any disputes arising out of the projects at issue. Parkland's Summary Judgment Memorandum, p. 4-5, Undisputed Material Fact ¶ 6; Local 477's Response to Parkland's Motion for Summary Judgment and Memorandum in Support Thereof (d/e 26) (Defendant's Response), p. 4 (conceding Parkland's Undisputed Material Fact ¶ 6 to be material and undisputed). On July 18, 2006, the Committee issued its one-page ...