                    United States Court of Appeals
                          FOR THE EIGHTH CIRCUIT
                                  ___________

                                  No. 07-1383
                                  ___________

 Melody Rogers Miner,                   *
                                        * Appeal from the United States
            Plaintiff - Appellant,      * District Court for the
                                        * Western District of Arkansas
      v.                                *
                                        *    [PUBLISHED]
 Local #373, International              *
 Brotherhood of Teamsters, and          *
 Local #516 , International             *
 Brotherhood of Teamsters,              *
                                        *
            Defendants - Appellees.     *
                                        *
                                        *
                                   ___________

                            Submitted: November 16, 2007
                                Filed: January 25, 2008
                                 ___________

Before WOLLMAN and BENTON, Circuit Judges, and DOTY,1 District Judge.
                         ___________

DOTY, District Judge.




      1
      The Honorable David S. Doty, United States District Judge for the District of
Minnesota, sitting by designation.
      Melody Rogers Miner (“Miner”) sued her employer Local 373, International
Brotherhood of Teamsters (“Local 373") for breach of a collective bargaining
agreement (“CBA”) and her union Local 516, International Brotherhood of Teamsters
(“Local 516") for breach of its duty of fair representation under Section 301 of the
Labor Management Relations Act (“LMRA”). Miner also asserted a breach of
contract claim against Local 373. The district court granted summary judgment in
favor of defendants. Plaintiff appeals, and we reverse.


I.    BACKGROUND


       Miner worked for Local 373 as an executive secretary from July 14, 1986, until
September 14, 2005. During that period, Local 373 maintained an office in Ft. Smith,
Arkansas and had three full-time employees, including a principal officer
(Secretary/Treasurer) who was also a directing business agent, a second business
agent and an executive secretary. Local 373 also employed a temporary clerical
worker for an unspecified period of time. At the time Local 373 hired Miner, her
father, Ott Rogers (“Rogers”), was the principal officer. In March or April of 1991,
Miner approached Larry Garner (“Garner”)—principal officer of Local 516 in
Muskogee, Oklahoma—about Local 516 becoming her personal bargaining
representative in negotiating a CBA covering the terms of her employment. On April
14, 1991, Locals 373 and 516 entered into a CBA entitled “Office Clerical Addenda”
(“Addenda”) to govern the employment of Local 373's office clerical employees. The
Addenda incorporated by reference the Teamsters’ National Master Freight
Agreement2 (“Master Agreement”) in its entirety—with the exception of wages—and
provided for automatic renewal without notice when the Master Agreement expired


      2
        The parties to the Master Agreement also negotiate separate supplemental
agreements. At issue in this case is the “Southern Conference Area Local Freight
Office Clerical Employees Supplemental Agreement.”

                                         -2-
and a new agreement was negotiated. Local 373's executive committee later approved
the Addenda.


       Article 46 of the Master Agreement provides that an employee can only be
discharged for just cause and requires that an employee and the relevant Union receive
at least one written warning notice before an employee’s discharge. Article 44
provides for the establishment of state or multi-state grievance committees to “adjust
the disputes which cannot be settled between the Employer and the Local Union.”
(J.A. at 204.) Further, article 45 provides that “[w]here a State or Multiple State
Committee, by a majority vote, settles a dispute no appeal may be taken to the
Southern Region Area Grievance Committee. Such decision will be final and binding
on both parties.” (Id. at 204.1.)


       Miner paid Local 516 a fee of fifteen dollars per month from May 3, 1991, until
August 1997. Between March 17, 1992, and August 10, 1993, Randall Sanderson
(“Sanderson”)—who replaced Rogers as principal officer of Local 373—wrote Garner
on five occasions noting Local 373's compliance with the wage increases required by
the Addenda. The last written communication with respect to the Addenda before
Miner’s discharge was a September 11, 1995, letter from Sanderson requesting
Garner’s signature on two copies of a new Master Agreement effective from April 1,
1994, until March 31, 1998.


        On May 25, 1995, the General President of the International Brotherhood of
Teamsters (“IBT”) sent an electronic message called a Titan message (“1995 Titan”)
to all Locals stating that one IBT Local cannot properly represent the interests of the
employees of another IBT Local because of potential conflicts of interest. Therefore,
the message prohibited any future agreements between one Local for the
representation of another Local’s employees and provided that any such agreements
then in effect were to be reviewed upon their expiration. Another Titan message from

                                         -3-
June 20, 1997, (“1997 Titan”) regarding dual unionism—in which IBT employees are
members of an IBT Local and a non-IBT Union—referenced the conflict noted in the
1995 Titan and ordered all Locals to “issue honorable withdrawal cards . . . to all
employees and staff who are members of, or represented by, another labor
organization and are also dues paying members of a [Local].”


       Sanderson resigned as Local 373's principal officer on April 17, 2005. Despite
Miner’s interest in replacing Sanderson, Stacy Fox (“Fox”) was appointed to the
position. Miner and Fox’s relationship was strained, and on May 2, 2005, Fox sent
Miner home and terminated her employment by phone the next day. In response, on
May 13, 2005, Miner sent a letter to Jerry Van Allen (“Van Allen”)—who had
replaced Garner on July 1, 1998. In that letter, Miner sought a copy of the Addenda
and requested that Local 516 process her grievance. Miner also sent notice of her
grievance to Fox and requested a copy of the Addenda. Van Allen and his secretary
searched Local 516's files but could not find the Addenda, and Van Allen called Fox,
who indicated that Local 373 did not have a copy either. Unable to obtain a copy of
the Addenda, Van Allen wrote to Miner on May 16, 2005, that he was aware of a past
agreement between Locals 373 and 516 but that it was not among the active
agreements in Local 516's files when he took over and therefore Local 516 could not
process her grievance. Miner responded by filing two National Labor Relations Board
(“NLRB”) charges against Local 516 on or around May 20, 2005, alleging that Local
516 violated the National Labor Relations Act (“NLRA”) by not processing her




                                         -4-
grievance and by failing to produce a copy of the Addenda.3 Van Allen responded by
letter on May 25, 2005, indicating that no agreement existed between Locals 373 and
516.


       On July 14, 2005, Miner mailed Van Allen a copy of the Addenda that she
allegedly found in her family Bible. The copy was signed by Rogers and Local 373's
Executive Board but not by Garner or another Local 516 representative. Miner also
withdrew the NLRB charges. On July 18, 2005, Van Allen wrote to Fox indicating
that he was “in possession of what [he] believe[d] to be a bonafide collective
bargaining agreement between Teamsters Local 516 and Teamsters Local 373,” and
requested a meeting to resolve Miner’s grievance. (J.A. at 278.) Van Allen also sent
Fox a copy of the Addenda. Fox failed to respond, and on July 27, 2005, Van Allen
sent another letter proposing an August 2, 2005, meeting date. That same day, Van
Allen requested that Miner’s grievance be placed on the Southern Multi-State
Grievance Committee’s (“Committee”) August 2005 agenda. Fox responded to Van
Allen’s letter on August 1, 2005, noting that in light of the 1995 Titan, Local 373
“cannot and does not recognize the purported office clerical collective bargaining
agreement alleged to exist between Local 373 and Local 516, nor Local 516's
representative status in regard to Local 373 clerical employees in that context.” (J.A.
at 367.)


       On August 1, 2005, Van Allen notified Miner that the Committee would hear
her grievance at its meeting in mid-September. At that meeting, which Miner did not
attend, Fox, on behalf of Local 373, challenged the validity of the Addenda on a point
of order. Van Allen presented a copy of the Addenda to the Committee and argued

      3
        Miner also filed a protest with the Office of the Election Supervisor for the
IBT alleging that she was discharged from her employment because of her stated
intention to run for election as delegate and principal officer of Local 373. The
Election Supervisor denied the protest.

                                         -5-
that Local 373 was bound by its terms. Local 373 offered a rebuttal and introduced
the 1997 Titan message. After asking questions regarding Garner’s missing signature
on the Addenda and Miner’s failure to pay fees after August 1997, the Committee
upheld Local 373's point of order.


       On September 14, 2005, after the Committee dismissed Miner’s grievance, she
obtained what she claimed to be her personal files from Local 373's office. One of the
files contained a copy of the Addenda with Garner’s signature.


      Miner filed this action on November 10, 2005, asserting claims under Section
301 of the LMRA against Locals 373 and 516 and in the alternative for breach of
contract against Local 373. The district court granted summary judgment to
defendants on all claims. On appeal, Miner argues that genuine issues of material fact
remain as to the existence of a CBA between defendants and as to the adequacy of
Local 516's representation. In the alternative, Miner argues that in the absence of a
CBA the state law breach of contract claim is not preempted by the LMRA.


DISCUSSION


        We review de novo the district court’s grant of summary judgment in favor of
defendants. Mayer v. Nextel W. Corp., 318 F.3d 803, 806 (8th Cir. 2003). Summary
judgment is appropriate when “there is no genuine issue as to any material fact and
. . . the moving party is entitled to a judgment as a matter of law.” Fed. R. Civ. P.




                                         -6-
56(c). A dispute is genuine if the evidence is such that it could cause a reasonable
jury to return a verdict for either party. Anderson v. Liberty Lobby, Inc., 477 U.S.
242, 252 (1986). We view all evidence and inferences in a light most favorable to the
nonmoving party. See id. at 255. The nonmoving party, however, may not rest upon
mere denials or allegations in the pleadings, but must set forth specific facts sufficient
to raise a genuine issue for trial. See Celotex Corp. v. Catrett, 477 U.S. 317, 324
(1986).


      A.     Section 301(a)


       Section 301(a) of the LMRA vests subject matter jurisdiction in the federal
courts for “[s]uits for violation of contracts between an employer and a labor
organization representing employees in an industry affecting commerce as defined by
this Act, or between any such labor organizations.” 29 U.S.C. § 185(a). An employee
can bring a “hybrid” action under Section 301(a) but must show that the employer
breached the terms of a CBA and that the union breached its duty of fair
representation under that CBA. Scott v. UAW, 242 F.3d 837, 839 (8th Cir. 2006).
Moreover, if an employee sues for breach of a CBA under Section 301(a), a court has
jurisdiction to consider an affirmative defense challenging the validity of the
agreement. Textron Lycoming Reciprocating Engine Div., Avco Corp. v. UAW, 523
U.S. 653, 657-58 (1998). The Locals argue that there was no valid CBA covering
Miner’s employment at the time of her discharge and that Local 516 did not breach
its duty of fair representation.


                               1.   Validity of the Addenda


       The existence of a valid contract between an employer and a labor organization
is a necessary prerequisite for federal jurisdiction under Section 301(a). The district

                                           -7-
court determined that no contract existed between Locals 373 and 516 at the time of
Miner’s discharge. In reaching its conclusion, the district court granted some
deference to the Committee’s conclusion that the Addenda was invalid. The Locals
argue that the Committee’s conclusion binds the court.


       When there is no question about the validity and scope of a CBA, it is axiomatic
that courts “should not undertake to review the merits of arbitration awards but should
defer to the tribunal chosen by the parties finally to settle their disputes.” Hines v.
Anchor Motor Freight, Inc., 424 U.S. 554, 563 (1976); see also United Paperworkers
Int’l Union v. Misco, Inc., 484 U.S. 29, 36-37 (1987). The Master Agreement
provides for the creation of state or multi-state grievance committees to “adjust the
disputes which cannot be settled between the Employer and the Local Union.”4 (J.A.
at 204.) The Committee, however, did not reach the merits of Miner’s claim. Rather,
it determined that it did not have authority to address the merits because there was no
valid CBA between Locals 373 and 516. Therefore, the issue is not whether a court
should review the merits of an award by the Committee but rather whether a court
should defer to the Committee’s threshold determination of the Addenda’s invalidity.


       We look to what the parties agreed upon to ascertain who determines whether
a dispute is arbitrable. See First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 943
(1995) (“Just as the arbitrability of the merits of a dispute depends upon whether the
parties agreed to arbitrate that dispute, so the question ‘who has the primary power to
decide arbitrability’ turns upon what the parties agreed about that matter.” (citations
omitted)). Here, the Locals argue that the Addenda was no longer in force at the time


      4
        Although the grievance procedures outlined in the Master Agreement are not
referred to as arbitration, the actions of the committees “have consistently been
considered just as final and binding as if the actions had been called arbitration.”
Warren v. Int’l Bhd. of Teamsters, 544 F.2d 334, 340 (8th Cir. 1976) (citations
omitted).

                                         -8-
of Miner’s discharge. Nevertheless, the Locals contend that the Committee’s
conclusion regarding the Addenda’s invalidity binds the court. We find no support
for such a proposition. Rather, “whether the parties have a valid arbitration agreement
that binds them is a question for judicial determination.” Int’l Ass’n of Bridge,
Structural, Ornamental, and Reinforcing Ironworkers, Shopman’s Local 493 v. EFCO
Corp., 359 F.3d 954, 956 (8th Cir. 2004). Therefore, we grant no deference to the
Committee’s determination.


       Federal labor law governs a CBA’s validity, and we are not bound by technical
rules of contract. See Textile Workers Union v. Lincoln Mills, 353 U.S. 448, 456
(1957); Pepsi-Cola Bottling Co. v. NLRB, 659 F.2d 87, 89 (8th Cir. 1981). Rather,
the crucial inquiry in determining the validity of a CBA “is whether there ‘is conduct
manifesting an intention to abide and be bound by the terms of an agreement.’” NLRB
v. Int’l Bhd. of Elec. Workers, 748 F.2d 348, 350 (8th Cir. 1984) (quoting Capitol-
Husting Co. v. NLRB, 671 F.2d 237, 243 (7th Cir. 1982)). This inquiry is a question
of fact, see Bobbie Brooks, Inc. v. International Ladies’ Garment Workers Union, 835
F.2d 1164, 1168 (6th Cir. 1987), and focuses on the objective intent of the
parties—not their subjective beliefs. See Mack Trucks, Inc. v. Int’l Union, UAW, 856
F.2d 579, 592 (3d Cir. 1988) (citation omitted). Here, the Locals argue that even if
the Addenda was at one point a valid CBA their subsequent conduct terminated the
agreement. Therefore, taking all evidence and inferences in a light most favorable to
Miner, the issue is whether the conduct of the Locals manifested an objective intent
to terminate the Addenda before Miner’s discharge. The district court concluded that
“[t]he undisputed facts demonstrate the Titan messages sent are clear that any such
contracts are to be disclaimed.” (Order at 8.) We disagree.


       Neither Titan message is self-executing by its terms. The 1995 Titan articulated
the inherent conflict of interest that exists when one IBT Local represents employees



                                         -9-
of another IBT Local. The message, however, did not expressly disclaim any such
existing agreements. Rather, the message provided that:


      from this date forward no new bargaining relationship should be
      established covering the employees of a Teamster affiliate by another
      Teamster affiliate. In cases involving Teamsters Locals where collective
      bargaining agreements covering the employees of another local union
      currently apply, the Local Union shall conduct a review upon expiration
      of those agreements to determine whether federal labor law dictates the
      disclaimer of future representation of that unit.

(J.A. at 256.) This message was issued on May 25, 1995. The parties’ conduct
subsequent to the issuance of the message indicates no change in the Addenda’s
continued validity. Indeed, on September 11, 1995, Sanderson sent Garner a letter
requesting his signature on a new Master Agreement, and Miner continued paying fees
to Local 516 for more than two years.


       Moreover, the effect of the 1997 Titan is ambiguous. Although it referenced
the conflict addressed in the 1995 Titan, the substance of the 1997 Titan was dual
unionism. Specifically, the express terms of the 1997 Titan limited the message’s
mandate for the issuance of honorable withdrawal cards “to all employees and staff
who are members of, or represented by, another labor organization and are also dues
paying members of a Teamster Local Union.” (J.A. at 254-55.) There is no express
indication that the 1997 Titan also required withdrawal cards to be issued to the
employees described in the 1995 Titan. Therefore, the conduct of the Locals
determines whether the Addenda remained in effect beyond the issuance of the 1997
Titan.


       Certain conduct by the parties suggests that the Locals terminated the Addenda
in response to the 1997 Titan: Miner stopped paying her fee to Local 516 around the

                                        -10-
same time the 1997 Titan was issued; there was no written communication between
the Locals or Miner about the Addenda from September 11, 1995, until after Miner’s
discharge; Sanderson testified that Local 516 disclaimed the Addenda in 1998 in
response to the 1997 Titan and that Garner sent him a letter to that effect; and Van
Allen noted that the Addenda was not part of the active files at Local 516 when he
took over in July 1998. Other conduct by the parties, however, suggests that the
Locals intended to be bound by the Addenda even after the 1997 Titan. First, Miner
contends that she voluntarily paid the monthly fee to Local 516, that her
representation was not dependent upon payment of that fee and that she stopped
payment at the prompting of Garner. Second, the alleged letter from Garner to
Sanderson disclaiming the Addenda is not in the record. Moreover, Garner’s
secretary, Kaye Mogck (“Mogck”), indicated that Garner discussed the 1997 Titan
with her and had her type a letter to Sanderson advising him that Local 516 would no
longer accept Miner’s fees. Mogck, however, noted that the letter “addressed only the
fees and did not cancel the [Addenda],” and that Garner told her that he did not intend
to cancel the Addenda. (J.A. at 653.1.) Third, Sanderson testified that no change
occurred in his working relationship with Miner and that he never conveyed to her that
Local 516 would no longer adhere to the terms of the Addenda.5 Fourth, affidavits
from certain members of both Locals’ executive boards indicate that the Addenda
remained in force. Finally, Van Allen knew of the agreement between Rogers and
Garner, but because no copy could be produced, he determined that Local 516 had no
duty to represent Miner. However, upon receiving a copy of the Addenda that was not
signed by Garner, Van Allen pursued Miner’s grievance on her behalf and argued
before the Committee that the Addenda was valid. Notwithstanding Local 516's
current position, such behavior manifests Local 516's intent to abide and be bound by
the terms of the Addenda. Therefore, taking all inferences and reviewing all evidence

      5
       We recognize that the relevant inquiry is the objective intent of the Locals, not
Miner’s subjective understanding of the validity of the Addenda. However,
Sanderson’s failure to communicate to Miner that she was no longer covered by the
Addenda objectively suggests that it remained in effect.

                                         -11-
in a light most favorable to Miner, we conclude that a genuine issue of fact exists as
to whether Locals 373 and 516 objectively manifested an intent to be bound by the
Addenda on the date of Miner’s discharge.


        In addition to their argument that the Locals’ conduct establishes that they
terminated the Addenda, the Locals argue that the Addenda was invalid at the time of
Miner’s discharge for three independent reasons. First, Local 373 argues that the
court lacks jurisdiction because a CBA covering a bargaining unit of one is
unenforceable under the NLRA. Pursuant to the so called “single-employee unit”
rule, the NLRB does not have the authority to certify single-employee bargaining units
because “‘the principle of collective bargaining presupposes that there is more than
one eligible person who desires to bargain.’” Int’l Transp. Serv., Inc. v. NLRB, 449
F.3d 160, 164 (D.C. Cir. 2006) (quoting Luckenbach Steamship Co., 2 N.L.R.B. 181,
193 (1936)).6 This, however, does not inexorably lead to the conclusion that all
agreements between an employer and a labor organization on behalf of a single
employee are invalid. Rather, the NLRB has recognized that an employer may
consent to bargain with a labor organization on behalf of a single employee. See
Louis Rosenberg, Inc., 122 N.L.R.B. 1450, 1453 (1959). Here, Local 373 consented
to Local 516's representation of Miner under the Addenda, making the Addenda a
valid CBA. The only issue is whether the Addenda remained valid on the date of


      6
        Later decisions by the NLRB have expansively interpreted the “single-
employee unit” rule to mean that “when a unit consists of no more than a single
permanent employee at all material times, an employer has no statutory duty to
bargain and thus, will not be found in violation of the [NLRA] for disavowing a
bargaining agreement and refusing to bargain.” Haas Garage Door Co., 308 N.L.R.B.
1186, 1187 (1992); see also J.W. Peters, Inc. v. Bridge, Structural & Reinforcing Iron
Workers, 398 F.3d 967, 972 (7th Cir. 2005). The issue here, however, is not whether
Local 373 had the right to disavow the Addenda but whether it actually disavowed the
Addenda before Miner’s discharge. Therefore, we need not address the validity of the
NLRB’s expansive application of the “single employee unit” rule.

                                        -12-
Miner’s discharge. Therefore, this action falls within Section 301(a)’s grant of
jurisdiction. See Gen. Teamsters Union Local No. 174 v. Trick & Murray, Inc., 828
F.2d 1418, 1420 (9th Cir. 1987) (“[A] district court can exercise jurisdiction over an
action brought under section 301 even though it involves a contract with a labor
organization representing less than two employees.”).


       Second, Local 516 argues that the Addenda was never effective because Miner
was not an “employee” as defined by the NLRA. The NLRA excepts from the
definition of an employee “any individual employed by his parent or spouse.” 29
U.S.C. § 152. Although Rogers, Miner’s father, was Local 373's principal officer at
the time the parties signed the Addenda, he did not employ her. Rather, she was hired
by Local 373's executive board and employed by Local 373 as an entity. Moreover,
even if Miner was not properly characterized as an “employee” under the NLRA at
the time the parties signed the Addenda, she was an “employee” from the time
Sanderson became principal officer later in 1991. Cf. Campbell-Harris Elec., Inc., 263
N.L.R.B. 1143, 1143 (1982) (child of majority shareholder parents in a close
corporation not an “employee” but may have become an “employee” when parents no
longer had ownership interest). Thus, Local 516's argument fails.


       Finally, relying on Carpenter Benefit Fund v. Holleman Construction, 751 F.2d
763 (5th Cir. 1985), Local 516 argues that the Addenda terminated upon expiration
of the Master Agreement. Carpenter Benefit Fund, however, is distinguishable. In
that case, the court concluded that a short-form agreement incorporating a master
CBA was “ambiguous both as to whether it would continue in existence if there were
no existing master agreement and as to whether it incorporates future master
agreements.” Id. at 769. Therefore, the court deferred to the lower court’s factual
determination that “the short-form agreement was parasitic upon the existence of a
master agreement, and perished with its host.” Id. at 769-70. Here, the Addenda
explicitly contemplates the incorporation of future agreements providing that “[t]his

                                        -13-
Agreement automatically renews when the [Master Agreement] expires and the new
Contract is negotiated and no notice is necessary by Local Union 516.” (J.A. at 19.)
Therefore, expiration and renegotiation of the Master Agreement did not terminate the
Addenda. Accordingly, for these reasons, we determine that a genuine issue of fact
exists as to the Addenda’s validity on the date of Miner’s discharge.


                              2.   Local 516's Duty of Fair Representation


        The district court also determined in the alternative that if the Addenda was
valid at the time of Miner’s discharge, her Section 301(a) claim failed because Local
516 did not breach its duty of fair representation. We, however, abstain from deciding
this issue. The requirement under Section 301(a) that an employee establish that the
labor organization breached its duty of fair representation under the CBA ensures that
a court honors the exclusive grievance procedures contracted for between the
employer and the labor organization. See Vaca v. Sipes, 386 U.S. 171, 184-85 (1967);
see also Chauffers, Teamsters and Helpers Local No. 391 v. Terry, 494 U.S. 558, 564
(1990). This requirement, however, is predicated on the existence of a valid CBA
requiring those procedures, and on a decision that the court must honor. Int’l Ass’n
of Bridge Ironworkers, 359 F.3d at 956 (whether an issue is arbitrable is a question
for the court while procedural issues such as timeliness are for an arbitrator). In the
absence of an agreement, the labor organization has no duty that could be breached.


       In this case, the Committee determined that there was no valid agreement
between Locals 373 and 516. As a result, although Local 516 argued for the validity
of the Addenda before the Committee, Local 516 was not permitted to represent Miner
on the merits of her grievance. Therefore, by definition, there was no duty for Local
516 to breach. Accordingly, if on remand it is determined that a valid CBA existed
between Locals 373 and 516 at the time of Miner’s discharge, the proper remedy


                                         -14-
would be remand to the Committee so that Local 516 can represent Miner on the
merits of her grievance.7


      B.     Preemption of Breach of Contract Claim


       In addition to holding that it had no jurisdiction under Section 301(a), the
district court determined sua sponte that Section 301 preempted Miner’s state law
breach of contract claim. If the district court determines on remand that no valid CBA
existed at the time of Miner’s termination, the issue of whether her breach of contract
claim is preempted will arise. Therefore, we address the preemption issue here.


      Section 301 requires the creation of federal common law that preempts
inconsistent state law. Local 174, Teamsters v. Lucas Flour Co., 369 U.S. 95, 104
(1962). Such preemption extends to “claims founded directly on rights created by a
CBA and claims substantially dependent on analysis of a CBA.” Clark v. Kellogg
Co., 205 F.3d 1079, 1082 n.2 (8th Cir. 2000) (citing Caterpillar Inc. v. Williams, 482
U.S. 386 (1987)). However, “not every dispute concerning employment or
tangentially involving a provision of a CBA is preempted by Section 301.” Id. (citing
Allis-Chalmers Corp. v. Lueck, 471 U.S. 202, 211 (1985)). Rather, the crucial inquiry
is whether “resolution of a state-law claim depends upon the meaning of a [CBA].”


      7
        We also abstain from addressing Local 373's argument that Miner’s action is
barred because she did not exhaust her contractual remedies. It is settled that to bring
an action under Section 301(a) an employee first “must exhaust any exclusive
grievance and arbitration procedures established under [a] collective bargaining
agreement.” Smegal v. Gateway Foods of Minneapolis, Inc., 763 F.2d 354, 358-59
(8th Cir. 1985) (citations omitted). If the lower court determines that the Addenda
was invalid, then there were no grievance procedures for Miner to exhaust. If, on the
other hand, the lower court determines that the Addenda was valid, Miner should be
given the opportunity to exhaust the grievance procedures for which it provides.

                                         -15-
Lingle v. Norge Div. of Magic Chef, Inc., 486 U.S. 399, 406 (1988). Without a valid
CBA between the Locals, Section 301 does not preempt a claim for breach of an
individual employment contract because there is no CBA upon which resolution of a
state-law claim can depend. See Derrico v. Sheehan Emergency Hosp., 844 F.2d 22,
27 (2d Cir. 1988) (“[A]fter expiration of the CBA there is no contract subject to
section 301 and there can be . . . no[] preemption under section 301.”); cf. Kidd v. Sw.
Airlines, Co., 891 F.2d 540, 541, 543-45 (5th Cir. 1990) (claim for breach of
supervisor’s employment contract a state law claim and not preempted even though
contract allegedly incorporated terms of CBA covering non-supervisor employees).8


      8
        Neither the lower court nor the parties have addressed whether the NLRA
would preempt Miner’s alternative breach of contract claim. Two preemption
doctrines have developed under the NLRA. First, Garmon preemption “forbids state
and local regulation of activities that are ‘protected by § 7 of the [NLRA], or
constitute an unfair labor practice under § 8.’” Bldg. & Constr. Trades Council v.
Assoc. Builders & Contractors of Massachusetts, 507 U.S. 218, 224 (1993) (quoting
San Diego Bldg. Trades Council v. Garmon, 359 U.S. 236, 244 (1959)). Moreover,
“Garmon pre-emption prohibits regulation even of activities that the NLRA only
arguably protects or prohibits.” Id. (citing Wisconsin Dep’t of Indus. v. Gould Inc.,
475 U.S. 282, 286 (1986)). Such preemption “protects the jurisdiction of the NLRB
by displacing state jurisdiction over conduct which is arguably within the compass of
§ 7 or § 8 of the Act.” Williams v. Watkin Motor Lines, Inc., 310 F.3d 1070, 1072
(8th Cir. 2002) (citations and quotations omitted). Second, Machinists preemption,
which is broader than Garmon preemption, “protects against state interference with
policies implicated by the structure of the [NLRA] itself, by pre-empting state law and
state causes of action concerning conduct that Congress intended to be unregulated.”
Metro. Life Ins. Co. v. Massachusetts, 471 U.S. 724, 749 (1985). In other words,
Machinists preemption “focuses on protecting the collective bargaining process from
interference by the states.” Williams, 310 F.3d at 1072 (referring to Lodge 76, Int’l
Ass’n of Machinists & Aerospace Workers v. Wisconsin Employment Relations
Comm’n, 427 U.S. 132 (1976)).
       Here, Miner does not allege a defect in the bargaining process between the
Locals that would arguably give rise to NLRB jurisdiction. Moreover, recognizing
Miner’s breach of contract claim would not interfere with the collective bargaining
                                                                           (continued...)

                                         -16-
Accordingly, if on remand the district court determines that the Addenda was not valid
at the time of Miner’s discharge, the court should either exercise supplemental
jurisdiction or dismiss the breach of contract claim without prejudice.


III.   CONCLUSION


       For the reasons stated, we reverse the district court’s grant of summary
judgment in favor of defendants and remand for further proceedings consistent with
this opinion.


                         ______________________________




       8
        (...continued)
process. Specifically, assuming that the Locals validly terminated the Addenda and
took no actions to negotiate a new CBA, there is no justification for the NLRA to
preempt a state law breach of contract claim based upon actions taken by Local 373
and Miner outside of the collective bargaining process.

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