                                                        PUBLISH


               IN THE UNITED STATES COURT OF APPEALS

                    FOR THE ELEVENTH CIRCUIT

                     _______________________

                           No. 97-8322
                     _______________________

                D. C. Docket No. 1:96-CV-593-ODE



          VERDALLIA TURNER,

                                      Plaintiff-Appellant,

                         versus


          AMERICAN FEDERATION OF TEACHERS LOCAL 1565, ANITA
          BROOKS; GLYNIS TERRELL, Individually, Jointly, and in
          their official capacity,

                                      Defendants-Appellees.


                    _________________________

          Appeal from the United States District Court
              for the Northern District of Georgia
                    _________________________

                         (April 7, 1998)



Before BLACK, Circuit Judge, and KRAVITCH and HENDERSON, Senior
Circuit Judges.




KRAVITCH, Senior Circuit Judge:




                                  1
      Verdallia Turner (“Turner”) appeals the district court’s grant

of summary judgment in favor of defendants-appellees on her claims

of wrongful discharge and tortious interference with employment.

We conclude that the district court properly granted summary

judgment on both claims, although we affirm the grant of summary

judgment on the tortious interference claim for reasons different

than those relied upon by the district court.1      Accordingly, we

affirm the judgment of the district court.



                                 I.

      Turner was employed as a field representative by the American

Federation of Teachers Local 1565 (“AFT”). Her employment contract

was governed by a collective bargaining agreement between AFT and

the Atlanta Staff Union (“ASU”). The grievance procedures outlined

in the agreement2 allow an employee who believes she has been the

1
   We must affirm the judgment of the district court if the
result is correct even if the district court relied upon a wrong
ground or gave a wrong reason. See Sec. & Exch. Comm’n v.
Chenery Corp., 318 U.S. 80, 88, 63 S. Ct. 454, 459 (1943), cited
in Baltin v. Alaron Trading Corp., 128 F.3d 1466, 1473 (11th Cir.
1997).
2
    The relevant section of the contract provides in full:

      Any employee’s grievance shall be processed as follows:
           Step 1. Within ten (10) days following knowledge of
      the act or condition that is the basis of the complaint, the
      employee may file a grievance with the president. There
      shall be a conference within five (5) days at which time the
      grievant may designate a representative to present the
      grievance. A written decision shall be made within five (5)
      days after the conference.
           Step 2. If the grievance is not settled at the first
      level or if no decision has been rendered within the
      prescribed time limits, the employee has five (5) days in
      which to appeal the grievance to the executive council. A
                                 2
victim of an adverse action to file a grievance with the AFT

President within ten days of the action.              If the grievance is not

settled within the contractual time limit or if the employee wishes

to appeal, then the employee may bring the grievance to AFT’s

Executive Council.        If the grievance is not settled in a timely

manner by the Executive Council or if the employee is dissatisfied

with   the    Council's    decision,     then   the    employee   may   request

arbitration.     At all stages of the grievance process, the employee

is entitled to designate a representative to present the grievance.

       On February 17, 1995, Anita Brooks (“Brooks”), the President

of   AFT,    fired   Turner   on   the   grounds      of   insubordination   and

involvement in internal political activity. Turner, represented by

Michael Axon (“Axon”) of ASU, filed a grievance on the same date.3

Brooks denied the grievance on February 22, and the Executive



       hearing shall be held within ten (10) days of the filing of
       the grievance. The employee may designate a representative
       to present the grievance. A decision in writing shall be
       made by the executive council within five (5) days after the
       hearing.
            Step 3. If the grievance is not settled at the second
       level or if no decision has been rendered within the
       prescribed time limits, the employee has five (5) days in
       which to appeal to a panel of arbitrators. The arbitration
       panel shall consist of three members. One chosen by the
       president, one chosen by the ASU employee and one mutually
       agreed on by the president and the ASU employee. The
       hearing must be held within fifteen (15) days of filing at
       this level. The employee may also designate a
       representative at this level to present the grievance. The
       decision by the panel shall be made in writing within five
       (5) days after the hearing and shall be binding on both
       parties.

Contract of Atlanta Staff Union at 9,§ 12, ¶ 3.
3
  Axon also filed two unfair labor practices charges on Turner’s
behalf with the National Labor Relations Board (“NLRB”).
                                3
Council denied the appeal on March 20.          Turner then sought to

arbitrate the dispute. In accordance with the collective bargaining

agreement, Turner and AFT each selected one arbitrator.                The

parties then selected a third arbitrator, but that individual

withdrew on May 15 because the parties could not agree on a date to

begin arbitration.      Thereafter, Axon sent Brooks at least two

memoranda requesting that a meeting be set up in order to select

another arbitrator.     On June 5, Brooks informed Axon that she did

not want to select another arbitrator and instead wanted the case

to go to mediation.     Axon then wrote to the NLRB requesting the

NLRB’s   intervention   on   the   grounds   that   appellees   were   not

complying with the contractual grievance procedures.

     Despite AFT’s apparent repudiation of the arbitration process

on June 5, discussions about arbitration continued thereafter.

Glynis Terrell (“Terrell”) replaced Brooks as AFT President in

June.4   On July 26, Terrell sent Turner a letter that included two

settlement offers5 and that stated that AFT was prepared to proceed

with arbitration if Turner refused the offers.        On July 28, Turner

sent a letter in response indicating that she wanted to be “made

whole” by being reinstated with back-pay and benefits.




4
  During June, Terrell talked to Turner about hiring Turner as an
AFT consultant, but the AFT Executive Council never acted on the
matter.
5
  The letter stated that the Executive Council had decided to:
(1) offer Turner her old job back without back-pay or benefit
accrual; or (2) give Turner back-pay from the date of her
termination through July 31 without reinstatement.
                                 4
     On August 7, Terrell denied a request by Axon to hold a

meeting to discuss Turner’s grievance, and Terrell indicated that

AFT wanted to proceed to arbitration.           On August 21,        Axon sent a

memorandum to Terrell again requesting that AFT select a third

arbitrator and that a meeting be held to discuss the arbitration

procedure.

     At Turner’s request, Axon prepared a list of three options to

resolve Turner’s grievance.         On September 15, Turner and three

members of the Executive Council signed a handwritten agreement in

principle, to be finalized on September 25, stating that Turner

would terminate her grievance and unfair labor practices charge in

exchange for approximately $27,000. Turner then told Axon that she

no longer needed his services.           On September 29, Turner prepared a

memorandum    and    agreement    that    appeared   to    be   an     attempt   to

memorialize    the    September    15     discussion      but   that    contained

different terms than those agreed upon in that meeting.                          The

agreement prepared by Turner was never signed by any of the

parties.     At some point thereafter, Turner inquired about the

settlement agreement, and Terrell told her that AFT was seeking a

team of attorneys.6

     Turner then filed suit in Georgia Superior Court against AFT,

Brooks, and Terrell alleging: (1) violation of the terms and

conditions of her employment contract; (2) tortious interference


6
  Turner testified during a deposition that Terrell told her that
AFT “needed to seek a team of attorneys now” and that Terrell
“explained that [AFT officials] were going to an attorney, and
that was it.” Turner Dep. at 46-47.
                                5
with employment; and (3) defamation.7            Appellees removed the case

to federal district court on the grounds that the case involved a

federal question, specifically that the breach of contract claim

was governed by section 301(a) of the Labor Management Relations

Act (“LMRA”), 29 U.S.C. § 185(a) ("section 301(a)").                   After

appellees moved for summary judgment, the district court ruled that

Turner failed to exhaust available remedies prior to bringing suit,

as required by federal law.             The district court thus granted

summary judgment to appellees on the breach of contract claim.

Because Turner did not demonstrate “interference by one who is a

stranger to [the employment] relationship,”8 the district court

also granted summary judgment to appellees on Turner’s claim for

tortious interference with employment.           The district court further

ruled   that   one   of    Turner’s    four   defamation   allegations   was

preempted by section 301(a).          Declining to exercise supplemental

jurisdiction over Turner’s three remaining defamation allegations,

see 28 U.S.C. § 1367(c)(3), the district court remanded the case to

state court.9    Turner appeals the district court’s resolution on

summary   judgment        of   the    wrongful    discharge   and   tortious

interference with employment claims.10

7
   Turner’s defamation claims were based upon four statements
about Turner made by Brooks in early 1995.
8
    Order at 10.
9
    Despite arguing to the contrary in appellees’ brief, counsel
for appellees conceded at oral argument that this court has
authority to review the district court’s order on direct appeal.
See 28 U.S.C. § 1447(d); Quackenbush v. Allstate Ins. Co., 116
S. Ct. 1712 (1996); In re: Bethesda Memorial Hosp., Inc., 123
F.3d 1407 (11th Cir. 1997).
10
     Turner does not appeal the district court’s resolution of her
defamation claims.
                                  6
                                      II.

      We review a grant of summary judgment de novo, applying the

same legal standard as the district court.           See Gordon v. Cochran,

116   F.3d    1438,   1439   (11th   Cir.   1997).    Summary   judgment    is

appropriate if, after examining the entire record, the court

concludes that there is no genuine issue of material fact.                 See

Fed. R. Civ. P. 56(c).



                                       A.

      Turner contends that the district court erred in granting

summary judgment in favor of appellees on the wrongful discharge

claim.    Turner does not contest that an employee must attempt to

exhaust contractual remedies prior to bringing suit under section

301(a).      See Vaca v. Sipes, 386 U.S. 171, 184-85, 87 S. Ct. 903,

914 (1967). Instead, Turner relies upon an exception to the general

exhaustion rule: an employee may bring suit even absent exhaustion

if the employer repudiates the contractual remedies.            As the Court

explained in Vaca,

      An obvious situation in which the employee should not be
      limited to the exclusive remedial procedures established by
      the contract occurs when the conduct of the employer amounts
      to the repudiation of those contractual procedures. Cf. Drake
      Bakeries, Inc. v. Local 50, Am. Bakery, etc. Workers, 370 U.S.
      254, 260-63.    See generally 6A Corbin, Contracts § 1443
      (1962). In such a situation . . . the employer is estopped by
      his own conduct to rely on the unexhausted grievance and
      arbitration procedures as a defense to the employee’s cause of
      action.

Id. at 185-86; 87 S. Ct. at 914; see also Pyles v. United Air

Lines, Inc., 79 F.3d 1046, 1052-53 (11th Cir. 1996) (stating that

employees can avail themselves of remedies in federal court without
                                 7
exhausting administrative remedies if their employer repudiates the

grievance machinery or the union wrongfully refuses to process a

grievance).

     The district court ruled that Turner did not exhaust her

contractual remedies because she did not proceed to arbitration, as

required by the collective bargaining agreement.       The district

court found that AFT, through Brooks, repudiated its contractual

remedies on June 5 by informing Axon – Turner’s representative –

that AFT intended to forego arbitration and instead wished to

pursue mediation.     Despite finding a repudiation, the district

court ruled that AFT timely retracted its repudiation by informing

Axon on August 7 that AFT wished to proceed to arbitration.

Because Turner neither acted in reliance on the June 5 repudiation

nor indicated to AFT that she considered the repudiation to be

final, the district court ruled that AFT’s subsequent retraction of

its repudiation was valid.

     On appeal, Turner makes three arguments.    First, she claims

that an employer cannot retract its repudiation of contractual

remedies.     We find little merit in this argument.   It is beyond

dispute that the substantive law to be applied in suits under

section 301(a) “is federal law, which courts must fashion from the

policy of our national labor laws.”      Textile Workers Union v.

Lincoln Mills of Ala., 353 U.S. 448, 456, 77 S. Ct. 912, 918

(1957).   In carrying out this mandate, federal courts have looked

to general contract principles in fashioning a federal common law

to govern disputes arising under section 301(a). Just as the Court

                                  8
relied upon contract principles in describing the consequences of

repudiation in Vaca, see 386 U.S. at 184-85, 87 S. Ct. at 914

(citing 6A Corbin, Contracts § 1443 (1962)), so we look to such

principles here in determining that an employer may retract its

repudiation of contractual remedies, see Restatement (Second) of

Contracts § 256 (1979) ("[R]epudiation is nullified by retraction

if notice of the retraction comes to the attention of the injured

party before he acts in reliance on the repudiation or indicates to

the other party that he considers the repudiation to be final."),

cited in Canderm Pharmacal, Ltd. v. Elder Pharmaceuticals, Inc.,

862 F.2d 597, 604 (6th Cir. 1988).

      Second, Turner claims that the district court erred in finding

that AFT’s only repudiation occurred on June 5.               According to

Turner, AFT again repudiated its contractual remedies in late

September, when the settlement negotiations failed and Terrell

informed Turner that AFT was seeking a team of attorneys.            Turner

argues that AFT effectively repudiated its remedies because Turner

reasonably believed that AFT had decided to proceed to court, as

opposed to arbitration. Moreover, Turner contends that AFT did not

retract this repudiation.

      We   disagree   with   Turner’s   interpretation   of   the   record.

According to Turner, Terrell told Turner that AFT “needed to seek

a team of attorneys now” and that AFT officials “were going to an

attorney, and that was it.”11       We do not believe that under the

circumstances in this case a mere statement by an employer's agent

11
     Turner Dep. at 46-47.
                                    9
that the employer will “seek a team of attorneys” amounts to a

repudiation of contractual remedies.                   Because an employee in

Turner’s position is entitled to representation at an arbitration

hearing, see Contract of Atlanta Staff Union at 9, § 12, ¶ 3 (“The

employee may also designate a representative at this level [i.e.

Step    3   –    arbitration]     to    present      the    grievance.”),     a    mere

declaration of intent by an employer likewise to seek legal counsel

during the grievance process does not reasonably constitute a

repudiation of contractual remedies.12 Terrell’s cryptic statement

thus did not amount to a repudiation of contractual remedies, and

AFT’s retraction in July of any prior repudiation required Turner

to pursue arbitration as required by the agreement before filing

suit for wrongful discharge.

       Finally,     Turner     argues    that   even       if    the   district    court

correctly found that Turner had no excuse for failing to exhaust

her    contractual     remedies,       the   court    nevertheless        should    have

retained        jurisdiction    over     the    case       and    remanded    it    for

arbitration. Turner offers no authority that squarely supports her

claim. Turner relies in part upon Boone v. Armstrong Cork Co., 384

F.2d 285 (5th Cir. 1967), which held that a discharged employee did

not exhaust her contractual remedies but that the “failure to

resort to the grievance procedure was caused by a misunderstanding

12
   We recognize that it is unclear from the deposition testimony
whether Terrell told Turner that “that was it” or rather whether
the statement represented Turner’s interpretation of the
conversation. Even if Terrell said "that was it," however, that
statement alone is insufficient to create a genuine issue of
material fact as to whether AFT repudiated the contractual
remedies.
                                10
by all parties concerned as to the availability of the procedure.”

Id. at 290.     The court thus remanded the case to the district court

“with directions to suspend further proceedings until the parties

have   had    reasonable    opportunity       to     exhaust   the     contractual

grievance procedure.”       Id.     Boone, however, does not control the

case before us.       Because the district court in this case was

correct in holding that AFT retracted any repudiation of its

contractual remedies, Turner, unlike the employee in Boone, can

offer no excuse for her failure to proceed to arbitration.

       Turner also contends that remand is appropriate because even

if AFT did not actually repudiate its contractual remedies, AFT’s

actions   nonetheless      left    her    confused    about    whether       AFT   had

repudiated.13    Our decision in Redmond v. Dresser Indus., Inc., 734

F.2d 633 (11th Cir. 1984), however, forecloses Turner’s argument.

In Redmond, the court held that the employee presented no genuine

evidence to rebut the employer’s contention that the employee

failed to exhaust contractual remedies.              Id. at 636.       Notably, the

Redmond court affirmed the district court’s grant of summary

judgment,     but   did   not     order    the     district    court    to    retain

13
   In support of this contention, Turner relies upon Mitchell v.
Hercules, Inc., 410 F. Supp. 560, 570 (S.D. Ga. 1976), a case
arising under somewhat different circumstances. In Mitchell, the
district court ruled that factual issues were raised as to
whether employee's union had breached its duty of fair
representation, which ordinarily would excuse the employee’s
failure to exhaust remedies. The court, however, denied the
employee’s exhaustion claim because it determined that the
collective bargaining agreement allowed the employee to pursue
his grievance individually. Rather than dismiss the case for
lack of subject matter jurisdiction, the district court retained
jurisdiction while directing the employee to pursue arbitration
individually.
                                11
jurisdiction over the case.      Finally, Turner does not explain how

she has been prejudiced by the district court’s actions.               For

example, Turner does not indicate why she cannot proceed to

arbitration    now,   as   authorized   by   the   collective   bargaining

agreement.    We therefore conclude that the district court properly

granted summary judgment in favor of AFT on the wrongful discharge

claim and correctly dismissed that claim.



                                   B.

     In order to prevail on a claim for tortious interference with

employment under Georgia law, a plaintiff must show:              (1) the

existence of an employment relationship; (2) interference by one

who is a stranger to that relationship; and (3) resulting damage to

the employment relationship.      See Lee v. Gore, 221 Ga. App. 632,

634, 472 S.E.2d 164, 166-67 (1996).          The district court granted

summary judgment to defendants on this claim on the grounds that

AFT, as Turner’s employer, was not a “stranger” to the employment

relationship and that Brooks and Terrell, as agents of AFT,

likewise could not be considered to be strangers to Turner’s

employment relationship.

     On appeal, Turner argues that the district court erred in

granting summary judgment to Brooks and Terrell on the tortious

interference with employment claim.           Turner asserts that the

evidence raises the reasonable inference that Brooks and Terrell

acted against Turner out of self-interest because they feared that

Turner would attain a powerful position in AFT. Because Brooks and

                                   12
Terrell may have acted in their own interests, as opposed to AFT’s

interests,    Turner    claims    that    her   tortious    interference    with

employment claim against them should survive summary judgment. Cf.

Nottingham v. Wrigley, 221 Ga. 386, 391, 144 S.E.2d 749, 753 (1965)

(holding that evidence was sufficient to require submission to jury

of question of whether director of corporation acted maliciously to

procure a breach of plaintiff's contract of employment by the

corporation and interfere with his property rights); Moore v.

Barge, 210 Ga. App. 552, 554, 436 S.E.2d 746, 749 (1993) ("One who

is sued in his personal capacity, whether the alter ego, an officer

or agent of a corporation, may not escape personal liability for

his tortious misconduct damaging employees or third persons by

hiding behind the corporate veil . . . .”) (citation omitted).

     We need not resolve whether under Georgia law Turner could

prevail on her tortious interference claim, however, because we

conclude that the claim is preempted by section 301(a).                Turner’s

employment relationship with AFT is governed by a collective

bargaining agreement; as the Supreme Court has ruled, if the

resolution of a state-law claim depends upon interpreting the terms

of a collective bargaining agreement, then the state-law claim is

preempted by the LMRA. See Allis-Chalmers Corp. v. Lueck, 471 U.S.

202, 220, 105 S. Ct. 1904, 1915 (1985); see also Lingle v. Norge

Div. of Magic Chef, 486 U.S. 399, 405, 108 S. Ct. 1877, 1881

(1988).      Although   this     circuit      has   not   addressed   the   issue

directly, other circuits have held that tortious interference with

employment claims required reference to the terms of the applicable

                                         13
collective bargaining agreement and thus that the claims were

preempted.    In Magerer v. John Sexton & Co., 912 F.2d 525, 530 (1st

Cir. 1990), for example, the court ruled that an employee's claim

against   his    supervisor   for   intentional   interference   with

contractual relations was preempted by the LMRA.       Similarly, in

Johnson v. Anheuser Busch, Inc., 876 F.2d 620, 624 (8th Cir. 1989),

the court ruled that an employee’s claim against fellow employees

for tortious interference with contractual relations required an

examination of the collective bargaining agreement and thus was

preempted by section 301(a).    Cf. Lingle, 486 U.S. at 408-09, 108

S. Ct. at 1883 (holding that a claim for retaliatory discharge does

not require construing the collective bargaining agreement and thus

is not preempted); Dougherty v. Parsec, Inc., 872 F.2d 766, 770-71

(6th Cir. 1989) (holding that tortious interference with contract

claim under Ohio law was not preempted by section 301(a) because

the claim did not require a showing of an actual breach of the

contract and thus did not require reference to the terms of the

agreement).

     Because resolution of Turner's tortious interference with

employment claim would require interpretation of the terms of the

collective bargaining agreement,14 we hold that this claim is

preempted by the LMRA.     We therefore affirm the district court’s

decision to grant summary judgment in favor of appellees on the


14
   Because Turner's tortious interference claim is based solely
upon her theory of wrongful discharge, resolution of the claim
would require a determination of whether the terms of the
collective bargaining agreement precluded such an action.
                                14
tortious interference with employment claim, although for reasons

different than those stated by the district court.      See Sec. &

Exch. Comm’n v. Chenery Corp., 318 U.S. 80, 88, 63 S. Ct. 454, 459

(1943) (stating that the decision of the lower court must be

affirmed if the result is correct even though the lower court

relied upon a wrong ground or gave a wrong reason), cited in Baltin

v. Alaron Trading Corp., 128 F.3d 1466, 1473 (11th Cir. 1997).



                               III.

     The judgment of the district court in favor of appellees is

AFFIRMED.




                                15
