
USCA1 Opinion

	




                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                 ____________________          No. 95-1178                                   THOMAS QUESNEL,                                Plaintiff - Appellant,                                          v.                            PRUDENTIAL INSURANCE COMPANY,                                Defendant - Appellee.                                 ____________________                     APPEAL FROM THE UNITED STATES DISTRICT COURT                          FOR THE DISTRICT OF MASSACHUSETTS                      [Hon. Michael Ponsor, U.S. District Judge]                                            ___________________                                 ____________________                                        Before                               Torruella, Chief Judge,                                          ___________                                Lynch, Circuit Judge,                                       _____________                            and Casellas,* District Judge.                                           ______________                                _____________________               John F. Moriarty,  Jr., with  whom Moriarty &  Neves was  on               ______________________             _________________          brief for appellant.               Burton J. Fishman, with whom Tucker, Flyer & Lewis and Kevin               _________________            _____________________     _____          Patrick Reilly were on brief for appellee.          ______________                                 ____________________                                  September 25, 1995                                 ____________________                                        ____________________          *  Of the District of Puerto Rico, sitting by designation.                    TORRUELLA,  Chief   Judge.  Plaintiff-appellant  Thomas                    TORRUELLA,  Chief   Judge                                _____________          Quesnel challenges the district court's dismissal of his wrongful          termination action, originally  brought in  state court,  against          his former employer, Prudential Insurance Company ("Prudential").          The  district  court  found  that  Quesnel's  claim  necessitated          analysis of  the  collective  bargaining  agreement  binding  the          parties,  and  accordingly  held the  claim  to  be preempted  by          federal labor law.  For the following reasons, we affirm.                                      BACKGROUND                                      BACKGROUND                    Quesnel  began  his  employment  at   Prudential  as  a          district agent, and  became a sales  manager in  1991.  He  later          returned  to the  level of  district agent  in September  of that          year.                    Throughout Quesnel's period  of employment,  Prudential          had a  collective bargaining agreement (the "CBA") with the Union          of Food and  Commercial Workers (the  "Union") which covered  all          "district  agents"  working for  Prudential, regardless  of union          membership.1  This CBA contained  the terms by which Prudential's                                        ____________________          1  Specifically, Article I of the CBA states:                        The  Employer agrees  to and  hereby does                      recognize, to the extent required  by the                      National Labor Relations Act, as amended,                      The Union as the exclusive representative                      for the purposes of collective bargaining                      in  respect to rates of pay, wages, hours                      of  employment,  or  other conditions  of                      employment,   of   all  District   Agents                                         ______________________                      employed or hereafter  to be employed  by                      the Employer . . . .             (Emphasis added).                                         -2-          agents  were employed and compensated.   The CBA  also set forth,          inter  alia,   grievance  procedures,  which  provided   for  the          _____  ____          arbitration of grievances for  wrongful termination.  Quesnel and          Prudential  were also  parties to  a standard  Agent's Agreement,          which set forth the scope of the agency relationship.                    Quesnel was  terminated in March  1992.  He  filed this          action in Massachusetts  state court in  May 1994, claiming  that          Prudential  had terminated him for the purpose of denying him his          earned commissions, which, under Massachusetts law, is considered          a wrongful termination.  See Fortune National Cash Register  Co.,                                   ___ ___________________________________          373 Mass. 96, 104-05 (1977).  Prudential  removed the case to the          United States  District Court for the  District of Massachusetts,          and  moved to dismiss Quesnel's claim on  the grounds that it was          preempted by federal  labor law  and that Quesnel  had failed  to          exhaust his  administrative remedies  available to him  under the          terms of the CBA.  Quesnel responded that he was not  a member of          the Union  and therefore not  a party  to the CBA.   Instead,  he          argued,   his  employment   relationship   with  Prudential   was          controlled  by the  Agent's  Agreement, which,  he asserted,  was          independent of the CBA,  and thus his claims were  not preempted.          Accordingly, Quesnel moved for remand to state court.                    On  February  1,  1995,   the  district  court  granted          Prudential's motion  to dismiss and denied  Quesnel's request for          remand.   The district court  ruled that because  "no court could          begin to address [Quesnel's] claims here without immersing itself          in  the CBA,"  Quesnel's state  law  claims were  preempted under                                         -3-          principles  of federal  labor  law.    The court  then  dismissed          Quesnel's claim because it  was governed by the NLRA  and because          Quesnel was time barred from any recovery.2                                      DISCUSSION                                      DISCUSSION                    A.   Standard of Review                    A.   Standard of Review                         __________________                    Appellate  review of a district court's dismissal under          Fed. R. Civ. P. 12(b)(6) is plenary.  We therefore apply the same          standard as did the district court, that "'a complaint should not          be  dismissed  for failure  to state  a  claim unless  it appears          beyond  doubt that  the plaintiff  can prove  no set of  facts in          support  of  his  claim  which would  entitle  him  to  relief.'"          Miranda v.  Ponce Fed'l  Bank, 948 F.2d  41, 44  (1st Cir.  1991)          _______     _________________          (quoting Conley v. Gibson, 355 U.S. 41, 45-46 (1957)).                   ______    ______                    B.   Preemption of Quesnel's Claim                    B.   Preemption of Quesnel's Claim                         _____________________________                    The sole issue before us is whether Quesnel's state law          claims are preempted  as a matter  of law under    301(a) of  the          Labor-Management Relations  Act,  29 U.S.C.     185(a).3   It  is                                        ____________________          2   The CBA sets  forth grievance and  arbitration procedures for          wrongful termination.  Quesnel did not pursue these remedies, and          the  time  limit for  seeking relief  under  the CBA  has lapsed.          Finding that Quesnel was  subject to the CBA, the  district court          accordingly  dismissed his  claims for  failure to  exhaust these          administrative remedies.          3  Section 301(a) provides:                      Suits for violation of  contracts between                      an  employer  and  a  labor  organization                      representing  employees  in  an  industry                      affecting  commerce  as  defined in  this                      chapter,  or  between   any  such   labor                      organizations,  may  be  brought  in  any                      district  court  of  the   United  States                      having   jurisdiction  of   the  parties,                                         -4-          well-established that   301 completely preempts a state law claim          if  the resolution  of  the claim  necessitates  analysis of,  or          substantially depends on the  meaning of, a collective bargaining          agreement.  Lingle  v. Norge  Division of Magic  Chef, Inc.,  486                      ______     ____________________________________          U.S. 399, 405-06 (1988); Allis-Chalmers Corp. v.  Lueck, 471 U.S.                                   ____________________     _____          202, 220 (1985); Magerer v. John  Sexton & Co., 912 F.2d 525, 528                           _______    __________________          (1st Cir. 1990).                        1. Does Quesnel's claim require interpretation of the                      1. Does Quesnel's claim require interpretation of the                         __________________________________________________                         CBA?                         CBA?                         ____                    Assuming  Quesnel  is  subject  to  the  CBA,  we  must          determine whether  resolution of his  claims in the  instant case          necessitates  analysis  of,  or substantially  depends  upon  the          meaning of,  the CBA. If so, then his claims must be dismissed as          preempted in light of the foregoing principles.  Having carefully          examined the  CBA, we  think  that the  district court  correctly          found  that the CBA is  directly implicated in  any resolution of          Quesnel's claims.  The CBA sets  forth the terms and scope of the          employment  relationship of  all  district  agents,  encompassing          rates   of   pay,   wages,    and   conditions   of   employment.          Significantly,  the  CBA  sets  forth  grievance  procedures  for          alleged wrongful termination.   Determination of whether  Quesnel          was  indeed wrongfully  terminated,  and whether  his failure  to          follow  grievance procedures  set  forth in  the CBA  nonetheless          precludes  his claim would require a court, as the district court                                        ____________________                      without   respect   to   the  amount   in                      controversy  or  without  respect to  the                      citizenship of the parties.                                         -5-          found, to immerse itself  in the CBA's terms.   Interpretation of          the  CBA is  therefore  crucial to  any  resolution of  Quesnel's          claim.                                         -6-                      2. Is Quesnel subject to the CBA?                      2. Is Quesnel subject to the CBA?                         ______________________________                    Because  we find  that resolution  of Quesnel's  claims          require interpretation  of the CBA,  his claims are  preempted if          Quesnel is indeed  subject to  the CBA's terms.   Quesnel  wisely          does not  dispute  this; rather,  he claims  that his  employment          relationship  with Prudential  was governed  not by the  CBA, but          solely by the Agent's Agreement, and  therefore his claims should          be  adjudicated in  state  court.   At  the very  least,  Quesnel          argues,  there  exists a  genuine issue  of  material fact  as to          whether he is subject to the CBA.4                    Whether  Quesnel is subject to the CBA is in this case,          however,  a  question of  law,  not  of fact.    See  Coll v.  PB                                                           ___  ____     __          Diagnostics Systems,  Inc., 50  F.3d 1115,  1122 (1st Cir.  1995)          __________________________          (interpretation of contract is a question of  law); Whitney Bros.                                                              _____________          v. Sprafkin,  3 F.3d  530, 534  (1st  Cir. 1993)  (same).   After             ________          examining  the CBA and the Agent's Agreement, we conclude that it          is  clear  that Quesnel  is indeed  subject  to the  CBA's terms.          First,  the  CBA  was effective  on  the  date  Quesnel became  a          district agent, and by its terms encompasses "all District Agents          employed or  hereafter to  be employed" by  Prudential, including          those agents employed in the company's Massachusetts offices.                                        ____________________          4  Quesnel contends  that because the district court  went beyond          the pleadings by considering the CBA, the  Agent's Agreement, and          an affidavit  of Quesnel,  it was actually  treating Prudential's          motion  to dismiss as one for summary  judgment, and that we must          therefore  apply the  standard  of review  applicable to  summary          judgment decisions.  As we explain,  however, because we conclude          as  a  matter  of law  that  Quesnel's  claim  is preempted,  his          arguments  regarding  the  appropriate  standard  of  review  are          irrelevant.                                         -7-                    Second, regardless  of the fact that Quesnel  was not a          Union member, he  is a  member of the  bargaining unit for  whose          benefit  the CBA was  created.   The Union  was and  is obligated          under    9(a) of the  National Labor Relations  Act, 29 U.S.C.             159(a), to represent the interests of all employees in collective                                                ___          bargaining, including  nonmembers.  See  Vaca v. Sipes,  386 U.S.                                              ___  ____    _____          171  (1967) (unions must fairly represent all employees in a unit          for which it is exclusive bargaining representative).  Therefore,          the fact that  Quesnel is not a Union member  does not remove him          from the bargaining unit  for whose benefit the CBA  was created.          See Saunders v.  Amoco Pipeline  Co., 927 F.2d  1154, 1156  (10th          ___ ________     ___________________          Cir.  1991) (individual employee is bound  by terms of collective          bargaining agreement even if not a union member).  Indeed, in his          brief  Quesnel essentially concedes that  he was a  member of the          bargaining  unit of  the CBA,  and maintains  that he  could have                                                                 _____          invoked  the  CBA's  grievance and  arbitration  procedures,  but          properly chose not to.  Quesnel cannot pick and  choose among his          avenues  of  remedy,  however;  having   been  a  member  of  the          bargaining  unit and  received  the  benefits  of the  CBA  while          employed,  Quesnel  cannot  now   disclaim  it.    The  grievance          procedures set forth  in the  CBA is exclusive  of other  dispute          resolution mechanisms.                    Finally,  we do  not think  that the  Agent's Agreement          displaces or in  any way  substitutes for the  CBA.  The  Agent's          Agreement does not deal  with terms and conditions  of employment          or  with  grievance procedures,  as does  the  CBA.   Rather, the                                         -8-          Agent's   Agreement   merely  delineates   Prudential's  business          policies applicable to district  agents.  Moreover, Articles XXVI          and XXVII of the CBA specifically reference and amend the Agent's          Agreement, a strong  indication that the Agent's Agreement is not          intended  to supplant,  but merely  to supplement,  the CBA.   We          therefore  find that Quesnel is subject  to the terms of the CBA,          and that his claims are, accordingly, preempted.                                      CONCLUSION                                      CONCLUSION                    For the foregoing reasons, we affirm.                                                  ______                                                     -9-
