                            UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 11-1766


INTERMET CORPORATION,

                Petitioner - Appellee,

           v.

UNITED STEEL, PAPER AND FORESTRY, RUBBER, MANUFACTURING,
ENERGY, ALLIED INDUSTRIAL AND SERVICE WORKERS INTERNATIONAL
UNION; UNITED STEEL WORKERS OF AMERICA LOCAL UNION 8270,

                Respondents - Appellants.



Appeal from the United States District Court for the Western
District of Virginia, at Lynchburg.   Norman K. Moon, Senior
District Judge. (6:10-mc-00007-NKM)


Argued:   March 23, 2012                    Decided:   April 5, 2012


Before WILKINSON, MOTZ, and DUNCAN, Circuit Judges.


Reversed and remanded by unpublished per curiam opinion.


ARGUED: Amanda Marie Fisher, UNITED STEELWORKERS OF AMERICA,
Pittsburgh, Pennsylvania, for Appellants.       Christopher M.
Michalik, MCGUIREWOODS, LLP, Richmond, Virginia, for Appellee.
ON    BRIEF:    Melissa    Wolf   Riley,  MCGUIREWOODS,    LLP,
Charlottesville, Virginia, for Appellee.


Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:

     Two unions appeal from a district court’s grant of summary

judgment     vacating        an   arbitrator’s        award      under    a   collective

bargaining agreement.              Because the arbitrator acted within the

scope of his powers under the collective bargaining agreement,

we reverse the judgment of the district court and remand the

case for entry of an order enforcing the arbitration award.



                                             I.

     Intermet        Corp.    (“Intermet”)        declared       bankruptcy        in    July

2009 and closed its Archer Creek foundry in Campbell County,

Virginia   in    December         2009.      In   doing    so,    it     terminated       the

employment      of   roughly       170    persons     as   of    December     26,       2009.

Intermet refused to pay vacation benefits assertedly due to the

employees for the time they worked in 2009 because it took the

position that such benefits were not due under the collective

bargaining agreement (“CBA”) unless the workers were employed on

December 31, 2009.

     Two unions, the United Steel, Paper and Forestry, Rubber,

Manufacturing,        Energy,       Allied    Industrial        and    Service     Workers

International        Union    and    the     United   Steel      Workers      of   America

Local Union 8270, represented workers at the foundry negotiating

the CBA.     The unions filed a class action grievance pursuant to

the CBA, and submitted the dispute for arbitration.

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       Article 11 of the CBA governs the accrual and distribution

of    vacation     benefits.        Section      5    of    Article    11,    upon     which

Intermet chiefly relies, provides that “[t]o be eligible for

vacation benefits during any calendar year, an employee must be

actively      employed      on    December       31    of     the    preceding       year.”

Article      11    contains   several     other        provisions      which,    in    some

circumstances, allow an employee to claim vacation benefits even

if not employed on December 31 of the preceding year.

       The   arbitrator       concluded      that      Intermet’s      refusal    to     pay

vacation benefits earned in 2009 violated Article 11 of the CBA.

The    arbitrator        reasoned    that,       in    negotiating      the     CBA,    the

parties      had   not    contemplated    how         vacation      benefits    would    be

apportioned in the event of plant closure and that Section 5 did

not apply to the circumstance of a plant closure.                        Moreover, the

arbitrator found that the vacation benefits were “a bargained

for benefit” and that “according to the . . . language of the

Parties Agreement, this entitlement had already been earned.”

       Intermet brought this action in district court seeking to

vacate    the      arbitrator’s     award;       the       unions   counterclaimed       to

enforce the award.            After the parties filed cross-motions for

summary judgment, the district court ruled in favor of Intermet,

vacating the award.              The court found that the CBA required a

person to be employed on December 31, 2009 to be entitled to



                                             3
vacation pay accrued by virtue of working during that year.                               The

unions noted a timely appeal.

       We     review   the   judgment      of    the    district    court         de     novo.

Parsons v. Power Mountain Coal Co., 604 F.3d 177, 182 (4th Cir.

2010).



                                           II.

       “Judicial       review      of   arbitration       awards        is       among    the

narrowest known to the law.”               PPG Indus. v. Int’l Chem. Workers,

587    F.3d    648,    652   (4th   Cir.    2009)      (internal    alterations            and

quotation marks omitted).               A court must “determine only whether

the    arbitrator      did   his    job    --    not   whether     he    did      it     well,

correctly,       or    reasonably,        but    simply    whether        he      did    it.”

Mountaineer Gas Co. v. Oil, Chem. & Atomic Workers Int'l Union,

76 F.3d 606, 608 (4th Cir. 1996).

       An arbitrator’s award may be vacated only if “it violates

clearly established public policy, fails to draw its essence

from the collective bargaining agreement, or reflects merely the

arbitrator’s personal notions of right and wrong.”                             Yuasa, Inc.

v.    Int’l    Union    of   Elec.,     Elec.,    Salaried,       Mach.      &    Furniture

Workers, 224 F.3d 316, 321 (4th Cir. 2000) (internal quotation

marks omitted).         “[A]s long as the arbitrator is even arguably

construing or applying the contract and acting within the scope

of    his   authority,”      a   court     cannot      overturn    the       arbitrator’s

                                            4
award even if the court “is convinced [the arbitrator] committed

serious error.”      United Paperworkers Int’l Union v. Misco, Inc.,

484 U.S. 29, 38 (1987).

       Intermet contends that the CBA does not require the payment

of vacation benefits to anyone that was not employed on December

31 of the year.          By contrast, the unions contend that the CBA

requires the payment of vacation benefits in the event of plant

closure provided that the employees worked the minimum number of

hours required.          This is a quintessential dispute “as to the

meaning,     interpretation      and    application       of   the    collective

bargaining agreement” that is squarely within the power of the

arbitrator    to    adjudicate    and    that    courts   “have      no   business

weighing the merits of.”         United Steelworkers of Am. v. Am. Mfg.

Co.,   363   U.S.    564,   568-69     (1960)    (internal     quotation     marks

omitted).

       We need not address whether we would have reached the same

conclusion as the arbitrator in interpreting the CBA.                      Rather,

we must only satisfy ourselves that the arbitrator “acted within

the scope of his authority under the contract.”                PPG Indus., 587

F.3d at 650.       Of course, the CBA provides that “[t]he arbitrator

shall have no power to add to, subtract from or modify this

Agreement    in    any   way,   but    shall    instead   be   limited     to   the

application of the terms of this Agreement in determining the

dispute.”    The arbitrator acknowledged these limits on his role,

                                         5
making clear in his decision that his duty was to “determine how

the negotiators would have decided this case, based solely on

the   written     language      of     the   Parties         Agreement.”        He    further

recognized that his role was “confined to the four corners of

the Parties Wage Agreement” and “to interpret the meaning and

intent of” that agreement.

      The   district         court’s    judgment           vacating    the     arbitrator’s

award rests principally on the court’s determination that “there

was no ambiguity in the [CBA] requirement that ‘[t]o be eligible

for   vacation       benefits     .    .     .       an   employee     must    be    actively

employed on December 31 . . . .’”                          While it is true that “the

arbitrator cannot ‘ignore the plain language of the contract’ to

impose his ‘own notions of industrial justice,’” PPG Indus., at

652 (citing Misco, 484 U.S. at 38), the arbitrator did not do

that here.

      Article     11    of     the     CBA       does      not    address     how    vacation

benefits    are      apportioned        in       the      event   of   a    plant    closure.

Although the CBA is specific as to how vacation benefits are

distributed     in     the    case     of    retirement,          discharge     for    cause,

death, and layoffs, it is silent as to the circumstance of a

plant closure.         Moreover, given that some workers, like those

that are laid off, are entitled to vacation benefits even though

not actively employed on December 31, it is not at all clear

that the December 31 trigger date applies in all circumstances.

                                                 6
The     arbitrator         found       that     when        Intermet     and    the       unions

established the December 31 trigger date, “bankruptcy was not

part and parcel to those discussions,” and that “bankruptcy was

not one of the provisions included in [the] December 31 trigger

date.”       Thus, based on the “structure of the Parties Agreement,”

the arbitrator concluded that the vacation pay was “a bargained

for benefit . . . based on work performed in the preceding

year,” and Intermet’s employees were thus entitled to it if they

met the other requirements of Article 11.

      As in PPG Industries, “the arbitrator found the terms of

the   CBA     ambiguous,         and     this    court       cannot     second-guess           that

judgment.”           587    F.3d    at    654.         In    the     absence   of     a    clear

provision, the arbitrator resolved the dispute in light of the

whole    agreement         and   his     interpretation         of     the   intent       of    the

negotiators.          That, he was entitled to do.                      See N. Ind. Pub.

Serv. Co. v. United Steelworkers of Am., 243 F.3d 345, 348 (7th

Cir. 2001) (“[A]rbitrators are empowered to fill gaps left in

contracts.”); CSX Transp., Inc. v. United Transp. Union, 29 F.3d

931, 936 (4th Cir. 1994) (“If the parties’ written agreement is

ambiguous       or     silent          regarding       the     parties’        intent,          the

arbitrator      may    use       past    practices       and    bargaining      history          to

‘fill    a    gap’     in    the       written       contract.”        (internal      citation

omitted)).



                                                 7
                                   III.

      Accordingly, we reverse the judgment of the district court

and   remand   the   case   for   entry   of   an   order   enforcing   the

arbitration award.

                                                    REVERSED AND REMANDED




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