                  FOR PUBLICATION
  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT

RICHARD DIAZ, an individual;            
STEVE PINEDA, an individual;
DAVID VALDIVIA, an individual;
JOSE A. LOPEZ, an individual; RUAL
DOMINGUEZ, an individual; EDDIE
WILLIAMS, an individual; RANDALL
JONES, an individual; MIGUEL
PEREYRA, an individual; CRUZ
                                              No. 04-56957
JUAREZ, an individual,
               Plaintiffs-Appellants,
                                               D.C. No.
                                            CV-03-06615-FMC
                 v.
                                               OPINION
INTERNATIONAL LONGSHOREMEN’S
AND WAREHOUSEMEN’S UNION,
LOCAL 13, a union; PACIFIC
MARITIME ASSOCIATION, a
corporation; INTERNATIONAL
LONGSHOREMEN’S AND
WAREHOUSEMEN’S UNION, a union,
              Defendants-Appellees.
                                        
        Appeal from the United States District Court
            for the Central District of California
      Florence Marie Cooper, District Judge, Presiding

                  Argued and Submitted
          January 10, 2007—Pasadena, California

                   Filed February 2, 2007

    Before: Andrew J. Kleinfeld, Ronald M. Gould, and
            Milan D. Smith, Jr., Circuit Judges.

                             1243
1244   DIAZ v. ILWU, LOCAL 13
       Opinion by Judge Smith
1246              DIAZ v. ILWU, LOCAL 13


                        COUNSEL

H. Nyree Abbott, Los Angeles, California, for the plaintiffs-
appellants.

John Kim, Los Angeles, California, for the defendants-
appellees.


                         OPINION

SMITH, Circuit Judge:

   Appellants, longshoremen formerly employed through the
International Longshore and Warehouse Union Local 13,
Allied Division (“Allied”), allege that International Long-
shore and Warehouse Union Local 13 (“Local 13”) breached
                    DIAZ v. ILWU, LOCAL 13                  1247
its duty of fair representation by failing to transfer Appellants
to another bargaining unit, failing to inquire about available
work, refusing to place Appellants on hiring hall lists, and
failing to address Appellants’ grievances. Appellants appeal
the district court’s order granting Local 13’s motion to dis-
miss the Second Amended Complaint (“SAC”) with preju-
dice, pursuant to Fed. R. Civ. P. 12(b)(6).

   We have jurisdiction pursuant to 28 U.S.C. § 1291. We
reverse the judgment of the district court and remand for fur-
ther proceedings.

                      BACKGROUND

   Local 13 is a labor union that acts as the exclusive bargain-
ing representative of employees who work in ports along the
Pacific Coast of the United States. Members of Local 13 are
employed as longshoremen whose duties include moving
cargo on vessels, handling freight on docks, and the perfor-
mance of associated clerical functions. As alleged, Local 13
includes two separate divisions, Allied and the Longshore-
men’s Division (“Longshoremen’s”).

   Appellants are nine longshoremen who, following their lay-
off from Allied, sought and were denied transfer to Long-
shoremen’s. Appellants allege that Local 13 unfairly excluded
them from its hiring hall and that Local 13 did not ask its
affiliated employers whether positions were available for
Appellants. Appellants further claim that they submitted
grievances to Local 13 about the transfer and hiring hall
issues and that Local 13 improperly handled these grievances.

   Appellants initially filed a complaint alleging breach of
their collective bargaining agreement and breach of the duty
of fair representation. Following the filing of two subsequent
amended complaints, the district court determined that Appel-
lants could not prove any set of facts in support of their claim
that would entitle them to relief, and accordingly dismissed
1248                DIAZ v. ILWU, LOCAL 13
the SAC with prejudice under Fed. R. Civ. P. 12(b)(6). Appel-
lants filed a timely notice of appeal, and presently assert only
a claim of breach of duty of fair representation against Local
13.

                 STANDARD OF REVIEW

   We review de novo a dismissal pursuant to Fed. R. Civ. P.
12(b)(6) for failure to state a claim on which relief may be
granted. McNamara-Blad v. Assoc. of Prof. Flight Attendants,
275 F.3d 1165, 1169 (9th Cir. 2002) (citing Williamson v.
Gen. Dynamics Corp., 208 F.3d 1144, 1149 (9th Cir. 2000)).
We accept all allegations of material fact in the complaint as
true and construe them in the light most favorable to the non-
moving party. Burgert v. Lokelani Bernice Pauahi Bishop
Trust, 200 F.3d 661, 663 (9th Cir. 2000). The court may not
dismiss the complaint unless the plaintiffs cannot prove any
set of facts in support of the claim that would entitle them to
relief. Williamson, 208 F.3d at 1149.

   “Generally, the scope of review on a motion to dismiss for
failure to state a claim is limited to the contents of the com-
plaint.” Marder v. Lopez, 450 F.3d 445, 448 (9th Cir. 2006).
Under the notice pleading standard of the Federal Rules,
plaintiffs are only required to give a “short and plain state-
ment” of their claims in the complaint. Fed. R. Civ. P. 8(a).
“Thus, ‘[w]hen a federal court reviews the sufficiency of a
complaint . . . [our] task is necessarily a limited one. The issue
is not whether a plaintiff will ultimately prevail but whether
the claimant is entitled to offer evidence to support the
claims.’ ” Hydrick v. Hunter, 466 F.3d 676, 686 (9th Cir.
2006) (quoting Scheuer v. Rhodes, 416 U.S. 232, 236 (1974)
(alterations in Hydrick)).

                        DISCUSSION

  [1] “[B]ecause the national labor policy vested unions with
power to order the relations of employees with their employer
                    DIAZ v. ILWU, LOCAL 13                     1249
. . . this Court found it necessary to fashion the duty of fair
representation.” NLRB v. Allis-Chalmers Mfg. Co., 388 U.S.
175, 181 (1967). “Under this doctrine, the exclusive agent’s
statutory authority to represent all members of a designated
unit includes a statutory obligation to serve the interests of all
members without hostility or discrimination toward any, to
exercise its discretion with complete good faith and honesty,
and to avoid arbitrary conduct.” Vaca v. Sipes, 386 U.S. 171,
177 (1967). As Justice White explained in Vaca:

    The statutory duty of fair representation was devel-
    oped . . . in a series of cases involving alleged racial
    discrimination by unions certified as exclusive bar-
    gaining representatives under the Railway Labor
    Act, see Steele v. Louisville & N. R.R. Co., 323 U.S.
    192 [(1944)], and was soon extended to unions certi-
    fied under the [National Labor Relations Act].

Id. (additional citations omitted). To protect the interests of
minority members of a bargaining unit, the duty of fair repre-
sentation “has stood as a bulwark to prevent arbitrary union
conduct.” Id. at 182.

   [2] Because the duty arises out of “the union’s exclusive
power to represent all employees in a particular bargaining
unit,” Breininger v. Sheet Metal Workers Int’l Ass’n Local
Union No. 6, 493 U.S. 67, 87 (1989), there are two natural
limitations to its scope. First, the duty of fair representation
“does not extend to persons who are not employees in the bar-
gaining unit.” Karo v. San Diego Symphony Orchestra Ass’n,
762 F.2d 819, 821 (9th Cir. 1985) (holding that a nonem-
ployee of the bargaining unit “lacks standing to sue for breach
of [the duty of fair representation]”). See also McNamara-
Blad, 275 F.3d at 1169-70. Second, “the existence of the [duty
of fair representation] . . . does not permit federal court scru-
tiny of all of a union’s internal affairs.” Bass v. Int’l Bhd. of
Boilermakers, 630 F.2d 1058, 1062 (5th Cir. 1980). See also
Distler v. United Mine Workers of Am., 711 F.2d 76, 79 (7th
1250                  DIAZ v. ILWU, LOCAL 13
Cir. 1983) (quoting Bass); James v. Int’l Bhd. of Locomotive
Eng’rs., 302 F.3d 1139, 1145-46 (10th Cir. 2002) (citing Dist-
ler). For example, in Distler, the Seventh Circuit held that a
union’s refusal to provide health and retirement benefits
promised by contract was “not actionable under fair represen-
tation principles,” because “any unfair conduct which might
be alleged here would touch on neither the negotiation or rati-
fication nor the enforcement of the collective bargaining
agreement.” Distler, 711 F.2d at 79 (internal quotation marks
omitted).

   We now apply these principles to Appellants’ complaint.
The SAC alleges that Local 13 breached its duty of fair repre-
sentation because Local 13 (1) did not transfer Appellants to
Longshoremen’s, (2) did not inquire about available work
from affiliated employers, (3) declined to place Appellants on
a hiring hall list, and (4) failed to address Appellants’ griev-
ances. The first two alleged causes of action fail to state a
claim for breach of duty of fair representation, and the district
court properly dismissed them with prejudice. The third and
fourth alleged causes of action do, however, properly state a
claim, and the district court erred in dismissing them.

Transfer to Longshoremen’s

   [3] Appellants’ allegation that Local 13 failed to transfer
them from Allied to Longshoremen’s does not state a claim
for breach of the duty of fair representation. Appellants allege
that Allied and Longshoremen’s are different bargaining
units, and persons who are employees of one unit are not
employees of the other unit.1 Because Appellants, by their
own allegations, do not belong to Longshoremen’s, neither
Longshoremen’s nor Local 13 owes Appellants a duty to
  1
   For example, in the SAC Appellants refer to the “bargaining units cov-
ered by the Local 13 Constitution,” and contend that “Local 13 has contin-
uously entered into arrangements to transfer to [sic] other longshoremen
from other employer units.”
                    DIAZ v. ILWU, LOCAL 13                  1251
accept the transfer and permit Appellants to work for Long-
shoremen’s employers. See Karo, 762 F.2d at 821.

   [4] Moreover, Local 13’s handling of Appellants’ request
to transfer from one unit to another within Local 13 is an
internal union matter that does not involve the union’s repre-
sentation of Appellants. See Bass, 630 F.2d at 1062-63. Since
none of Appellants’ allegations on this issue implicate the
union’s representation of Appellants, the district court did not
err in finding that Appellants’ allegations of Local 13’s
refusal to transfer Appellants to Longshoremen’s fail to state
a claim for breach of the duty of fair representation.

Inquiries about Available Work

   Appellants also allege that Local 13 breached its duty of
fair representation by not inquiring about available positions
with its affiliated employers. The sole support for this allega-
tion is a reference in the SAC to a sentence in Section 6 of
the Local 13 Constitution, which states “[a]ny such transfers
are subject to the discretion of the unit needing additional
workers.” The SAC alleges that this sentence creates an
implied duty on the part of Local 13 to inquire about available
positions at its affiliated employers. This misreads Section 6
even under the most generous possible construction.

   [5] A union does not breach the duty of fair representation
by failing to act when it is not obligated to do so. See Murray
v. Laborers Union Local No. 324, 55 F.3d 1445, 1454 (9th
Cir. 1995). Appellants do not claim any alleged right to
require Local 13 to inquire about available positions with
affiliated employers other than their flawed interpretation of
Section 6. Local 13 thus did not breach its duty of fair repre-
sentation by not so inquiring, and the district court did not err
in finding that Appellants’ allegations on this issue fail to
state a claim for breach of the duty of fair representation.
1252                DIAZ v. ILWU, LOCAL 13
Hiring Hall

   [6] In Breininger, the Supreme Court held that a union’s
operation of an exclusive hiring hall is subject to the duty of
fair representation. 493 U.S. at 87 n.11. The Court explained:

    Only because of its status as a Board-certified bar-
    gaining representative and by virtue of the power
    granted to it by the collective-bargaining agreement
    does a union gain the ability to refer workers for
    employment through a hiring hall. Together with this
    authority comes the responsibility to exercise it in a
    nonarbitrary and nondiscriminatory fashion, because
    the members of the bargaining unit have entrusted
    the union with the task of representing them.

Id. at 87-88. Relying on Breininger, we held that in operating
a hiring hall a union “takes on added responsibility because
it wields a special power over workers’ livelihood.” Lucas v.
NLRB, 333 F.3d 927, 932 (9th Cir. 2003). Thus, when the
union operates a hiring hall, it owes a duty of fair representa-
tion to “all applicants using the hiring hall.” See id. at 934.

   [7] In this case, the SAC alleges that Local 13 excluded
Appellants from the hiring hall lists even though “Plaintiffs as
former employees of the Allied Division are qualified to join
the hiring hall lists.” The SAC further alleges that Appellants
only sought to join the hiring hall lists “inside of the normal
order” consistent with “the long standing practice.” Because
the scope of our review is generally limited to the contents of
the complaint, Local 13’s factual contentions to the contrary
are not properly before the court at this time. See Marder, 450
F.3d at 448. The district court erred in dismissing Appellants’
claim that Local 13 breached its duty of fair representation by
refusing to place Appellants on the hiring hall lists.

Grievances

   [8] “[I]n order ‘[t]o comply with its duty [of fair representa-
tion], a union must conduct some minimal investigation of
                    DIAZ v. ILWU, LOCAL 13                   1253
grievances brought to its attention.’ ” Peters v. Burlington N.
R.R. Co., 931 F.2d 534, 539 (9th Cir. 1990) (quoting Tenorio
v. NLRB, 680 F.2d 598, 601 (9th Cir. 1982) (alteration of Ten-
orio in Peters)). A union breaches its duty of fair representa-
tion by handling the union members’ grievance “arbitrarily
and perfunctorily.” See Tenorio, 680 F.2d at 602.

   In the SAC, Appellants allege that they filed a grievance
complaining of Local 13’s failure to transfer them to Long-
shoremen’s and Local 13’s refusal to place them on the hiring
hall lists, but “Local 13 failed . . . to properly process the
grievance of plaintiffs including . . . the failure to present
plaintiffs [sic] claims to the grievance committee, failure to
investigate plaintiff’s [sic] and failure to give plaintiffs their
right to appeal to the membership.”

   [9] Construed in the light most favorable to Appellants and
declining to consider the facts raised by Local 13 in response
to these allegations, we find that the allegations in the SAC
concerning Local 13’s failure to investigate Appellants’ griev-
ances pertaining to the operation of the hiring hall state a
claim for breach of the duty of fair representation.

   [10] We decline, however, to apply the duty of fair repre-
sentation to a union’s handling of grievances concerning mat-
ters that do not implicate their duty. Accordingly, the district
court did not err in dismissing Appellants’ allegations regard-
ing the grievance complaining of Local 13’s refusal to trans-
fer Appellants to Longshoremen’s.

                        CONCLUSION

   We reverse the district court’s order dismissing Appellants’
claim for breach of duty of fair representation and remand for
further proceedings consistent with this opinion.

  REVERSED AND REMANDED
