                 United States Court of Appeals
                             For the Eighth Circuit
                         ___________________________

                                 No. 17-2231
                         ___________________________

                                     Wade Boldt

                        lllllllllllllllllllllPlaintiff - Appellant

                                           v.

  Northern States Power Company, a Minnesota Corporation, doing business as
                               Xcel Energy

                        lllllllllllllllllllllDefendant - Appellee
                                       ____________

                    Appeal from United States District Court
                   for the District of Minnesota - Minneapolis
                                  ____________

                             Submitted: June 12, 2018
                             Filed: September 14, 2018
                                   ____________

Before WOLLMAN, ARNOLD, and STRAS, Circuit Judges.
                         ____________

STRAS, Circuit Judge.

      The question in this case is whether the Labor Management Relations Act
completely preempts a Minnesota Human Rights Act claim for disability
discrimination brought by a former employee of a nuclear power plant. Because the
employee’s claim cannot be resolved without interpreting a collective-bargaining
agreement, we affirm the judgment of the district court,1 which both denied remand
of the case to state court and granted judgment on the pleadings to the employer.

                                           I.

       One day when Wade Boldt arrived at work at the Prairie Island Nuclear
Generating Plant, a facility owned and operated by Northern States Power Company
(“NSP”), his supervisor told him that he smelled of alcohol and ordered him to take
a breathalyzer test. Boldt passed the test, but NSP continued to harbor concerns about
his fitness for duty and placed him on administrative leave. Over the next eight
months, NSP required Boldt to undergo a battery of tests and treatments before
clearing him for work.

       Boldt belonged to a labor union, so a collective-bargaining agreement governed
the terms and conditions of his employment. The agreement provided that
“Employees must meet all security and drug screening requirements as set forth by
the Company” and that “[t]he Employer and Employees shall abide by all Company
safety regulations, policies, and plant-specific or site-specific work rules.” According
to NSP, its fitness-for-duty policy required it to place Boldt on administrative leave
and to impose conditions upon his reinstatement.

       Boldt insists that NSP’s actions were discriminatory, and in addition to
accepting a layoff from NSP, he filed a lawsuit in Minnesota state court alleging
disability discrimination under the Minnesota Human Rights Act (“MHRA”). Boldt’s
theory was that NSP treated him more harshly than it otherwise might have because
it regarded him as an alcoholic. NSP maintained that its actions were consistent with



      1
       The Honorable Ann D. Montgomery, United States District Judge for the
District of Minnesota.

                                          -2-
the terms of the collective-bargaining agreement and the federal rules and regulations
governing nuclear power plants.

     NSP removed the case to federal district court. The court denied Boldt’s
motion to remand to state court, holding that the Labor Management Relations Act
(“LMRA”) and the Energy Reorganization Act establish federal jurisdiction by
completely preempting Boldt’s MHRA claim. The district court also granted
judgment on the pleadings to NSP. Boldt appeals both decisions.

                                          II.

      The central issue on appeal is whether this case belongs in federal court. Boldt
argues that federal jurisdiction is lacking because he filed a state-law claim against
NSP and there is no diversity of citizenship. If he is right, we must vacate the
judgment and direct the district court to remand the case to state court. 28 U.S.C.
§ 1447(c); Wallace v. ConAgra Foods, Inc., 747 F.3d 1025, 1033 (8th Cir. 2014).

                                          A.

        The existence of federal-question jurisdiction typically depends on application
of the “well-pleaded complaint rule, which provides that federal jurisdiction exists
only when a federal question is presented on the face of [a] plaintiff’s properly
pleaded complaint.” Markham v. Wertin, 861 F.3d 748, 754 (8th Cir. 2017) (internal
quotation marks and citation omitted). But the well-pleaded-complaint rule also has
a corollary: the doctrine of complete preemption. Some federal statutes completely
preempt—and thereby “wholly displace[]”—state-law claims, so that “a claim which
comes within the scope of that cause of action, even if pleaded in terms of state law,
is in reality based on federal law.” Beneficial Nat’l Bank v. Anderson, 539 U.S. 1, 8
(2003). Complete preemption is “rare” and arises under only a limited number of



                                         -3-
federal statutes, including section 301 of the LMRA. Johnson v. MFA Petrol. Co.,
701 F.3d 243, 248 (8th Cir. 2012).

       Section 301 governs lawsuits to enforce collective-bargaining agreements. See
29 U.S.C. § 185. But not every case involving a collective-bargaining agreement
triggers federal jurisdiction. The Supreme Court has made clear that the LMRA
completely preempts only “claims founded directly on rights created by
collective-bargaining agreements” and “claims ‘substantially dependent on analysis
of a collective-bargaining agreement.’” Caterpillar Inc. v. Williams, 482 U.S. 386,
394 (1987) (quoting Int’l Bhd. of Elec. Workers, AFL-CIO v. Hechler, 481 U.S. 851,
859 n.3 (1987)). It is undisputed that Boldt’s disability-discrimination claim is
“founded” on a right created by state law, so the only way federal jurisdiction exists
is if Boldt’s claim is “substantially dependent on analysis” of the
collective-bargaining agreement. If it is, then the case belongs in federal court. If
not, the district court must remand the case to state court.

       A substantially dependent claim under the LMRA is one that “require[s] the
interpretation of some specific provision of” a collective-bargaining agreement,
Meyer v. Schnucks Mkts., Inc., 163 F.3d 1048, 1051 (8th Cir. 1998), including any
documents incorporated by reference, see Allis-Chalmers Corp. v. Lueck, 471 U.S.
202, 204, 214–21 (1985). So, for example, if an agreement incorporates an employee
handbook or employee-benefit policy by reference, the need to interpret those other
documents in adjudicating a claim can also give rise to complete preemption. See id.
(involving a disability-insurance plan “incorporate[d] by reference” into a
collective-bargaining agreement).

      Even though our task is to identify whether federal jurisdiction exists, state law
does not take a backseat in the analysis. “The proper starting point for determining
whether interpretation of a [collective-bargaining agreement] is required . . . is an



                                          -4-
examination of the [state-law] claim itself.” Trs. of Twin City Bricklayers Fringe
Benefit Funds v. Superior Waterproofing, Inc., 450 F.3d 324, 331 (8th Cir. 2006).

      Boldt’s claim is straightforward, even if the way in which he is required to
prove it is not. He alleges that NSP believed that he was an alcoholic, which led it
to impose onerous conditions that eventually culminated in his constructive discharge
from the Prairie Island plant. See Minn. Stat. § 363A.08, subdiv. 2 (prohibiting an
employer from discriminating against an employee in the “conditions . . . of
employment” because of disability); id. § 363A.03, subdiv. 12 (defining “disabled
person” to include anyone who is “regarded as having” “a physical, sensory, or
mental impairment which materially limits one or more major life activities”). In a
disparate-treatment claim like this one, Boldt must prove that NSP acted with
discriminatory intent—that is, that its actions were “actually motivated” by a
protected trait. See LaPoint v. Family Orthodontics, P.A., 892 N.W.2d 506, 513
(Minn. 2017) (quoting Goins v. W. Grp., 635 N.W.2d 717, 722 (Minn. 2001)). Boldt
acknowledges that there is no direct evidence of discriminatory intent, so he must
prove his case circumstantially under the McDonnell Douglas burden-shifting
framework. See Hoover v. Norwest Private Mortg. Banking, 632 N.W.2d 534, 542
(Minn. 2001). See generally McDonnell Douglas Corp. v. Green, 411 U.S. 792
(1973).

       The familiar three-step McDonnell Douglas framework, applied across
employment-discrimination law, requires an employee to “first make out a prima facie
case of discrimination.” Hoover, 632 N.W.2d at 542. To establish a prima facie case,
Boldt will be required to show that he “(1) is a member of [a] protected class; (2) was
qualified for the position from which [he] was discharged; and (3) was replaced by
a non-member of the protected class.” Id. (first alteration in original) (quoting Feges
v. Perkins Rests., Inc., 483 N.W.2d 701, 711 (Minn. 1992)). If Boldt can get past step
one, then “in order to avoid summary judgment,” NSP must “produce admissible
evidence . . . that there was a legitimate, nondiscriminatory reason for the discharge.”

                                          -5-
Id. At the final step, assuming Boldt’s disability-discrimination claim advances that
far, Boldt will need to show that NSP’s reasons for the discharge were just a “pretext
for discrimination.” Id.

                                            B.

        With these background principles in mind, our task is to determine whether, in
evaluating Boldt’s disability-discrimination claim, a court will be “require[d]” to
interpret “some specific provision” of the collective-bargaining agreement. Meyer,
163 F.3d at 1051. The parties focus on section 5.9 of the agreement, which provides
that “[t]he Employer and Employees shall abide by all Company safety regulations,
policies, and plant-specific or site-specific work rules.” According to NSP, this
provision incorporates all of the policies it has implemented to comply with federal
nuclear-safety regulations, including its fitness-for-duty rules, and expressly grants
it the right to enforce those policies to ensure the safety of the Prairie Island plant and
those working within it. 10 C.F.R. §§ 26.21, .23.

      NSP’s fitness-for-duty policy sets detailed expectations for employees. For
example, the policy says that, “[a]t a minimum, workers SHALL abstain from
consuming alcohol at least five hours preceding scheduled work” and that “workers
SHALL ensure alcohol consumption prior to the 5-hour abstinence period does not
adversely impact fitness for duty.” The policy also prescribes what happens when a
supervisor has reasonable suspicion that an employee is unfit for duty: the supervisor
“may require a worker to submit to drug and/or alcohol testing.” Then, if an
independent professional determines that an employee is unfit for duty, the employee
may be placed “on administrative leave” and may even be required to “undergo
substance abuse treatment.”




                                           -6-
                                           1.

       To evaluate whether complete preemption exists, we start with whether the
collective-bargaining agreement incorporates NSP’s fitness-for-duty policy. See
Allis-Chalmers, 471 U.S. at 204, 214–21. Section 5.9 requires NSP and its employees
to “abide by all Company safety regulations [and] policies.” (Emphasis added).
When used as an adjective, as it is here, “all” means “each and every one of.”
Webster’s Third New International Dictionary 54 (2002). Both NSP and its
employees are therefore required to comply with “each and every one of” the
company’s safety regulations and policies.

        The only way to determine whether the parties have complied with this
requirement is to consult NSP’s safety regulations and policies, including its
fitness-for-duty policy, which does not appear in the collective-bargaining agreement
itself. For this reason, section 5.9’s broad language sufficiently incorporates NSP’s
fitness-for-duty policy. See BP Amoco Corp. v. NLRB, 217 F.3d 869, 873–74 (D.C.
Cir. 2000) (holding that a statement in a collective-bargaining agreement that
“Benefit plans for the Company . . . will continue in force during the life of this
Agreement” was sufficient to incorporate the company’s health-insurance plan by
reference (alteration in original)); see also Halbach v. Great-West Life & Annuity Ins.
Co., 561 F.3d 872, 876 (8th Cir. 2009) (“Basic contract principles instruct that where
a writing refers to another document, that other document . . . becomes constructively
a part of the writing . . . . The incorporated matter is to be interpreted as part of the
writing.” (brackets, internal quotation marks, and citation omitted)).

                                           2.

       The other issue is whether adjudicating Boldt’s MHRA claim would require
the district court to interpret the collective-bargaining agreement, including NSP’s
fitness-for-duty policy. We conclude that it would.

                                          -7-
       To establish his prima facie case under the McDonnell Douglas framework,
Boldt must prove that he was “qualified” to continue working at the Prairie Island
plant. Boldt says he was, and NSP disagrees. To resolve the dispute, a court would
need to determine whether he was fit for duty, a question that the fitness-for-duty
policy addresses in detail.2 See Hoover, 632 N.W.2d at 542.

       The Third Circuit’s decision in McNelis v. Pennsylvania Power & Light Co.
is instructive. 867 F.3d 411 (3d Cir. 2017). In rejecting a claim brought by an
employee who was suspected of using bath salts—a synthetic drug that affects the
central nervous system—McNelis held that an employee deemed unfit for duty is also
unqualified under the Americans with Disabilities Act. Id. at 414–15. The court
reasoned that an unfit employee is unable to perform the “legally mandated
requirement[s]” of the job. Id. at 415. Likewise, Boldt cannot establish that he was
qualified to work at the Prairie Island plant without addressing whether he was fit for
duty—an inquiry that depends on interpreting NSP’s fitness-for-duty policy.

       We reached a similar conclusion under the Railway Labor Act in Gore v. Trans
World Airlines. 210 F.3d 944, 948–50 (8th Cir. 2000). Gore involved an airplane
mechanic who, according to fellow employees, said that he would kill himself and
other employees at the airport. Id. at 947. The airline stripped him of his
identification badge and parking pass and suspended him pending a termination
hearing. Id. The airline justified its actions by relying on its collective-bargaining
agreement, which generally required it to protect the safety of its employees and to
promptly handle complaints involving worker safety. Id. at 947–48.


      2
        Because we conclude that the district court would need to interpret the
fitness-for-duty policy to determine whether Boldt has established a prima facie case
of discrimination, we need not address whether interpretation of the policy would also
be necessary at steps two and three of the McDonnell Douglas framework or whether
interpretation at those steps would trigger complete preemption. The outcome of this
case would be the same regardless.

                                         -8-
        Despite the lack of specificity of those provisions, we held that the Railway
Labor Act completely preempted the mechanic’s state-law claims against the airline
and its employees. Id. at 950–52. We reasoned that the plaintiff could not “establish
liability on his tort claims without demonstrating that the defendants’ actions were
wrongful under a proper interpretation of the relevant rights and duties bargained for
in the” collective-bargaining agreement, particularly because the defendants had
indicated that their actions “were required according to their interpretation of specific
provisions in the collective bargaining agreement.” Id. at 950, 952. Notably, we
made clear that the complete-preemption analysis is “virtually identical” under the
Railway Labor Act and the LMRA. Id. at 949.

       Other than involving another statute, this case is no different from Gore. Boldt
cannot prevail on his disability-discrimination claim without proving that he was
qualified to work “under a proper interpretation of the relevant rights and duties”
incorporated into the collective-bargaining agreement. Id. at 952. And just as in
Gore, NSP argues that the actions it took against Boldt, including placing conditions
on his reinstatement, “were required according to” its interpretation of the
collective-bargaining agreement and its fitness-for-duty policy. Id. at 950. Because
Boldt’s claim is “substantially dependent on analysis of [the] collective-bargaining
agreement,” we conclude that section 301 of the LMRA completely preempts his
disability-discrimination claim.3 Caterpillar, 482 U.S. at 394 (citation omitted).

                                          III.

      Now that we have determined that the district court had jurisdiction, the merits
are straightforward. Boldt cannot prove his claim without relying on the


      3
      NSP also relies on the Energy Reorganization Act as a separate basis for
removal. We need not address this issue in light of our conclusion that the LMRA
completely preempts Boldt’s MHRA claim.

                                          -9-
collective-bargaining agreement and NSP’s fitness-for-duty policy, so his claim “must
either be treated as a § 301 claim or dismissed as pre-empted.” Allis-Chalmers, 471
U.S. at 220 (citation omitted). Even if we treat his claim as one arising under
section 301, however, Boldt did not sue within the six-month statute of limitations,
nor does he dispute that any such claim would be untimely. See Becker v. Int’l Bhd.
of Teamsters Local 120, 742 F.3d 330, 332–33 (8th Cir. 2014). The district court
accordingly did not err in granting NSP’s motion for judgment on the pleadings.

                                        IV.

      We affirm the judgment of the district court.
                      ______________________________




                                        -10-
