                                                              Supreme Court
                                                              No. 2011-69-M.P.
                                                              (NC/08-156)



           City of Newport                 :

                   v.                      :

Local 1080, International Association of   :
        Firefighters, AFL-CIO.             :




             NOTICE: This opinion is subject to formal revision before
             publication in the Rhode Island Reporter. Readers are requested to
             notify the Opinion Analyst, Supreme Court of Rhode Island,
             250 Benefit Street, Providence, Rhode Island 02903, at Telephone
             222-3258 of any typographical or other formal errors in order that
             corrections may be made before the opinion is published.
                                                                     Supreme Court
                                                                     No. 2011-69-M.P.
                                                                     (NC/08-156)



               City of Newport                   :

                       v.                        :

    Local 1080, International Association of     :
            Firefighters, AFL-CIO.               :


                 Present: Suttell, C.J., Goldberg, Flaherty, Robinson, and Indeglia, JJ.

                                            OPINION

         Justice Indeglia, for the Court. Under the terms of a collective-bargaining agreement,

the City of Newport (the city) provides health insurance benefits to its retired firefighters. 1 After

the city decided to modify those benefits, Local 1080, International Association of Firefighters,

AFL-CIO (the union), filed grievances and sought arbitration. The city responded by seeking

relief in Newport County Superior Court to determine the arbitrability of disputes over changes

to these benefits. The Superior Court determined that this dispute was not arbitrable. The union

disagreed and petitioned this Court for a writ of certiorari.

         Having granted the petition, we heard this matter on September 20, 2012, pursuant to an

order directing the parties to appear and show cause why the issues raised should not be

summarily decided. After hearing the arguments of counsel and reviewing the memoranda

submitted on behalf of the parties, we are satisfied that cause has not been shown. Accordingly,

we shall decide the case at this time without further briefing or argument. For the reasons set




1
 We spell “firefighter” as one word throughout this opinion even though it is sometimes spelled
as “fire fighter” in various materials in the record.
                                                 -1-
forth in this opinion, we affirm the judgment of the Superior Court and quash the writ of

certiorari previously issued.

                                                 I

                                        Facts and Travel

       The parties do not dispute the essential facts of this case. The city and the union are

parties to a collective-bargaining agreement (CBA) covering the period from July 1, 2002

through June 30, 2005. 2 Among other things, the CBA requires the city to provide health

insurance coverage to active firefighters. Article 14 of the CBA specifies the type and extent of

the agreed-upon coverage and states that this coverage “shall also be available to retired

members of the Newport Fire Department.”

       On January 14, 2008, the city sent a letter to active and retired firefighters who were

covered under the HealthMate plan. In that letter, the city’s Human Resources Administrator,

Michael J. Coury, outlined certain changes to the health coverage for both active and retired

firefighters. In response to this letter, on January 25, 2008, the union filed two grievances that

contested the city’s decision to change the health coverage it provided to retired firefighters. The

first grievance asserted that the city had violated Article 14 of the CBA by unilaterally changing

retirees’ health benefits. The second grievance asserted that the city had violated Article 14 by

requiring Stephen Kirwin, a retired firefighter, to submit copays for his health coverage. The

union sought arbitration of these two grievances under Article 18 of the CBA and notified the

city of its demand for arbitration on February 26, 2008.



2
  The record does not reveal the date on which the city and the union entered into the CBA. Both
parties submitted unsigned copies of this agreement in the proceedings before the Superior
Court, and the effective date of the contract was not made clear in either party’s papers or during
the hearing in Superior Court. Because neither party disputes the CBA’s validity, the effective
date of the CBA need not concern us.


                                               -2-
       About one month later, on March 26, 2008, the city filed a complaint against the union in

Newport County Superior Court seeking declaratory and injunctive relief. Specifically, the city

asked the Superior Court to preliminarily enjoin the arbitration and to issue a judgment declaring

that the grievances were not arbitrable. The union moved to dismiss the city’s complaint on

April 15, 2008, arguing that the complaint was untimely under state law; that the city had not

joined necessary parties (as required by the Declaratory Judgments Act); and that the grievances

were, in fact, arbitrable under the CBA. The city timely objected, reiterating its assertion that the

Superior Court had exclusive jurisdiction over the claims contained within the grievances.

       The parties appeared before a Superior Court justice on August 8, 2008, for a hearing on

their respective requests. After hearing from both parties, the hearing justice rejected the union’s

arguments and concluded in a bench decision that the grievances were not arbitrable. She also

found that retired firefighters were not necessary and indispensable parties to the complaint.

Accordingly, in an order entered on September 25, 2008, the hearing justice denied the union’s

motion to dismiss and granted the city’s request for injunctive relief.

        The union appealed to this Court on August 20, 2008. In a prebriefing conference held

on June 16, 2009, a justice of this Court observed that the language of the Superior Court’s order

of September 25, 2008, was unclear and suggested that the matter be remanded to the lower court

for clarification. On October 21, 2009, we entered an order to that effect. Specifically, our order

directed the Superior Court to enter a new judgment that clarified its disposition of the city’s

request for a declaratory judgment.        See City of Newport v. Local 1080, International

Association of Firefighters, AFL-CIO, 981 A.2d 1020 (R.I. 2009) (mem.).

       Thereafter, the Superior Court issued an amended judgment, which was entered on April

22, 2010. The judgment granted declaratory relief to the city, stating that “[p]ursuant to the




                                                -3-
[CBA], a firefighter is ‘an active, full-time, permanent, paid firefighter for the [city].’” It further

stated that “[r]etired firefighters are not firefighters within the embrace of the CBA and,

therefore, their grievances are not arbitrable under the CBA.”

       On February 23, 2011, the union petitioned this Court for a writ of certiorari to review the

Superior Court’s amended judgment. 3 We granted the petition on June 20, 2011.

                                                  II

                                   Issues Presented for Review

       The merits of the city’s decision to change retired firefighters’ health benefits are not at

issue here. Rather, we are asked to decide whether the CBA includes an agreement to arbitrate

disputes over changes to these benefits. The union asserts that such disputes are arbitrable and

also argues that, because retired members of the union were not joined as parties to the action in

Superior Court, the hearing justice erred in granting the city declaratory relief. In response, the

city contends that neither the CBA nor state law allows arbitration of grievances concerning

changes to retired firefighters’ healthcare coverage. The city also denies that retired members of

the union are necessary parties to this action. This Court will first address whether the trial

justice erred in concluding that retired firefighters who would be affected by the city’s decision

were not necessary and indispensable parties to the complaint.




3
 The clerk of the Supreme Court closed the case when it was remanded to Superior Court. The
union moved to reopen the case on November 1, 2010. We denied that motion in an order
entered on February 11, 2011, but indicated that the union could seek review of the Superior
Court’s amended judgment by way of a petition for a writ of certiorari.


                                                 -4-
                                                III

                                  Joinder of Necessary Parties

                                                 A

                                       Standard of Review

       Rhode Island’s Uniform Declaratory Judgments Act provides that “[w]hen declaratory

relief is sought, all persons shall be made parties who have or claim any interest which would be

affected by the declaration, and no declaration shall prejudice the rights of persons not parties to

the proceeding.” G.L. 1956 § 9-30-11. “[W]ith respect to the ultimate decision by a trial justice

to grant or deny declaratory relief, our standard of review is deferential.” Grady v. Narragansett

Electric Co., 962 A.2d 34, 41 (R.I. 2009). On appeal, therefore, we will leave such a decision

undisturbed unless the trial justice clearly abused his or her discretion or committed an error of

law. See id. (citing Hagenberg v. Avedisian, 879 A.2d 436, 441 (R.I. 2005)).

                                                 B

                                             Analysis

       In rejecting the union’s motion to dismiss the complaint for, among other things, failure

to comply with § 9-30-11, the hearing justice determined that “the retirees affected by [the city’s]

decision * * * are not necessary and indispensable parties to the complaint.” She noted that

“[t]he [u]nion, as the collective bargaining unit, has the sole interest in determining the scope of

the arbitration provision.” We agree with the hearing justice’s conclusion that retired firefighters

were not necessary and indispensable parties to the complaint even though they would be

affected by the city’s decision to modify their healthcare benefits. We emphasize that, in this

action, our review is focused not on the merits of the city’s decision to change retired

firefighters’ health benefits, but on whether disputes over that decision are arbitrable. The CBA




                                               -5-
allows only the union itself to submit grievances to arbitration; individual firefighters (let alone

retired firefighters) may not do so. 4 Because only the union itself can submit a dispute to

arbitration, joinder of individual firefighters was unnecessary. We therefore affirm the hearing

justice’s conclusion on this issue and now review her ruling as to the arbitrability of the dispute.

                                                 IV

                                   Arbitrability of the Dispute

                                                 A

                                       Standard of Review

       This Court reviews de novo the legal question of whether a dispute is arbitrable.

AVCORR Management, LLC v. Central Falls Detention Facility Corp., 41 A.3d 1007, 1010 (R.I.

2012) (citing State Department of Corrections v. Rhode Island Brotherhood of Correctional

Officers, 866 A.2d 1241, 1247 (R.I. 2005)). Mindful that “[a]rbitration is a matter of contract,”

we apply “[g]eneral rules of contract construction.” Id. (quoting Radiation Oncology Associates,

Inc. v. Roger Williams Hospital, 899 A.2d 511, 514 (R.I. 2006)). Since “a party cannot be

required to submit to arbitration any dispute which [it] has not agreed so to submit,” the issue of

arbitrability “turns upon the parties’ intent when they entered into the contract from which the

dispute ultimately arose.” Id. (quoting Radiation Oncology Associates, Inc., 899 A.2d at 514).

                                                 B

                                              Analysis

       In the ordinary contract-interpretation case, our starting point would be the contract itself.

See Haffenreffer v. Haffenreffer, 994 A.2d 1226, 1238 (R.I. 2010) (“The first step of contract



4
  Article 18 of the CBA, entitled “Grievance Procedure and Arbitration,” provides that “if Local
1080 is not satisfied with the decision [of the City Manager] they may submit the grievance to
arbitration * * *.” (Emphasis added.)


                                                -6-
interpretation is to determine whether the writing is clear or ambiguous.”). Here, however,

because the CBA is a product of a state statute, we must first examine the contract in light of that

legislation. In 1961, the General Assembly enacted the Fire Fighters Arbitration Act (FFAA),

G.L. 1956 chapter 9.1 of title 28, as enacted by P.L. 1961, ch. 149, § 1. The statement of policy

underlying the FFAA provides as follows: “It is declared to be the public policy of this state to

accord to the permanent uniformed members * * * and all employees of any paid fire department

in any city or town all of the rights of labor other than the right to strike or engage in any work

stoppage or slowdown. To provide for the exercise of these rights, a method of arbitration of

disputes is established.”   Section 28-9.1-2(b).     The Legislature established this method of

arbitration “to provide some alternative mode of settling disputes where employees must, as a

matter of public policy, be denied the usual right to strike.” Section 28-9.1-2(c). The FFAA thus

embodies a compromise: it takes away from firefighters the right to strike, but gives them an

alternative form of dispute resolution through which to resolve disagreements with municipal

officials.

        The FFAA contains additional provisions that control the relationship between

firefighters and municipal officials. Among other things, the statute grants firefighters the right

to organize and bargain collectively, obligates municipalities to recognize labor organizations as

bargaining agents for firefighters, and requires municipalities to “meet and confer in good faith”

with union officials to engage in collective bargaining. See §§ 28-9.1-4; 28-9.1-5; 28-9.1-6. The

CBA, then, draws its authority from the FFAA—as do all collective-bargaining agreements

between firefighters’ unions and Rhode Island municipalities. The statute is thus essential to our

analysis in this case.




                                               -7-
        In Arena v. City of Providence, 919 A.2d 379 (R.I. 2007), we gave further guidance as to

how the FFAA affects retired firefighters. In that case, this Court considered, as an issue of first

impression, “[w]hat body has jurisdiction to determine the status of [retired firefighters’] legal

right to * * * disputed COLA benefit[s].” Id. at 387. We stated that “[t]he ordinary meaning of

‘firefighter’ and the definition included in the FFAA cannot reasonably be construed to include

retirees. * * * Retired firefighters * * * no longer are ‘permanent uniformed members’ of the

fire department.” Id. at 389 (quoting § 28-9.1-2(b)). Additionally, we noted that “the sound

public policy underlying the FFAA’s enactment does not apply to retirees in the same

compelling way that it applies to current employees.” Id. For these reasons, we held that “the

term ‘firefighter’ in the FFAA does not and cannot include retirees.” Id. at 390. 5

        Keeping the FFAA and Arena’s holding in mind, we now proceed to examine the CBA to

determine whether the parties intended to arbitrate grievances involving disputes over retiree

health benefits. Several provisions of the CBA shed light on this analysis. Article 3(j) states that

“[w]henever used in this agreement, the terms ‘member,’ ‘employee’ or ‘fire fighter’ shall have

the same meaning, which is: active, full-time, permanent, paid fire fighters * * *.” Retired

firefighters are not included in this definition.

        Other provisions that are also helpful to our analysis appear in Article 18, which sets

forth a grievance and arbitration procedure for the resolution of certain disputes. Article 18 of

the CBA defines a “grievance” as “any violation or breach of this agreement or a violation of a

statute, City Charter provision or ordinance applicable to this agreement and appeals from

disciplinary action.” The next sentence states that “[t]he purpose of the grievance procedure is to

5
  We noted in Arena v. City of Providence, 919 A.2d 379, 390 n.11 (R.I. 2007), that “[n]othing
[in our decision] precludes retirees from engaging in permissive bargaining with or through their
former union and employer.” Such bargaining, however, would require the express assent of the
retirees, the bargaining agent, and the municipal officials.


                                                    -8-
settle Firefighter grievances arising as defined above * * * as quickly as possible to assure

efficiency and high morale.” This sentence is critical to our analysis for two reasons. First, it

operates to limit the scope of arbitrable grievances to those involving “Firefighters” as defined in

Article 3. Second, it parallels the FFAA’s establishment of an arbitration procedure as a method

of dispute resolution that minimizes disruption among active employees. See § 28-9.1-2(b).

       There is further support in Article 18 for the conclusion that the union may not arbitrate

disputes regarding retired firefighters. Article 18 lists certain steps that the union must follow

before initiating a grievance. As the first step of that grievance procedure, “[t]he Firefighter or

Firefighters involved * * * would meet with the Supervisor, Officers or Deputy Chief,

immediately to attempt to resolve the grievance.” This provision limits grievances to those

involving “Firefighter(s),” which, as noted above, the CBA defines as active, full-time,

permanent, paid firefighters. It thus confirms our conclusion that grievances involving retired

firefighters are not arbitrable under the CBA.

       The union correctly observes that this Court resolves doubts as to the arbitrability of

disputes in favor of arbitration. School Committee of North Kingstown v. Crouch, 808 A.2d

1074, 1078 (R.I. 2002) (citing Brown v. Amaral, 460 A.2d 7, 10 (R.I. 1983)). However, this

presumption in favor of arbitration applies only when there is uncertainty about the arbitrability

of a dispute—it does not operate to steer disputes into arbitration where, as here, the parties have

clearly agreed against arbitration. AVCORR Management, LLC, 41 A.3d at 1012 n.11. Because

our review of the CBA convinces us that the parties did not intend to arbitrate disputes regarding

retiree healthcare, we hold that such disputes must be resolved, if at all, judicially rather than

through arbitration. See Rhode Island Court Reporters Alliance v. State, 591 A.2d 376, 377 (R.I.

1991) (“[A] court shall rule in favor of submitting a dispute to arbitration unless the arbitration




                                                 -9-
clause of the collective-bargaining agreement cannot be interpreted to include the asserted

dispute * * *.”) (citing United Steelworkers of America v. Warrior & Gulf Navigation Co., 363

U.S. 574, 582-83 (1960)).

                                                V

                                            Conclusion

       For the reasons set forth in this opinion, we quash the writ of certiorari previously issued

and affirm the judgment of the Superior Court. The record shall be remanded to the Superior

Court with our decision endorsed thereon.




                                              - 10 -
                            RHODE ISLAND SUPREME COURT CLERK’S OFFICE

                                 Clerk’s Office Order/Opinion Cover Sheet




TITLE OF CASE:        City of Newport v. Local 1080, International Association of
                      Firefighters, AFL-CIO.

CASE NO:              No. 2011-69-M.P.
                      (NC/08-156)

COURT:                Supreme Court

DATE OPINION FILED: November 8, 2012

JUSTICES:             Suttell, C.J., Goldberg, Flaherty, Robinson, and Indeglia JJ.

WRITTEN BY:           Associate Justice Gilbert V. Indeglia

SOURCE OF APPEAL:     Newport County Superior Court

JUDGE FROM LOWER COURT:

                      Associate Justice Melanie Wilk Thunberg

ATTORNEYS ON APPEAL:

                      For Plaintiff: Christopher J. Behan, Esq.

                      For Defendant: Elizabeth A. Wiens, Esq.
