             IN THE UNITED STATES COURT OF APPEALS
                      FOR THE FIFTH CIRCUIT
                                             _______________

                                               m 99-30523
                                             Summary Calendar
                                             _______________

         ERNEST J. ARBOUR; TED PACE; JOSEPH GUERIN;
 JASON GUIDRY; HARVEY MICHAEL SMITH; and MICHAEL GONZALEZ,
                                                                Plaintiffs-Appellants,
                                                  VERSUS

            LAROUCHE INDUSTRIES, INC.; C.E. BATON ROUGE, INC.,
                and FEDERATED ALUMINUM COUNCIL, INC.,
                                                                Defendants-Appellees.
                                      _________________________

                              Appeal from the United States District Court
                                 for the Middle District of Louisiana
                                            (97-CV-1134)
                                   _________________________

                                            November 26, 1999

Before SMITH, BARKSDALE, and                            between LaRoche and the union required
  BENAVIDES, Circuit Judges.                            LaRoche to maintain their employment until
                                                        the operating agreement ended and that their
PER CURIAM:*                                            subsequent employer, C.E. Baton Rouge, Inc.
                                                        (“C-E”), violated the collective-bargaining
    In this “hybrid action” brought pursuant to         agreement by (1) failing to negotiate in good
section 301 of the National Labor Relations             faith, insofar as it did not warn the transferring
Act, union members challenge the termination            members at the time of transfer that they
of their employment that resulted from a                contemplated closing the plant; and (2) failing
transfer and subsequent plant closing. They             to inform plaintiffs of its intention to close the
charge their union with breach of the duty of           plant sixty days before the intention arose,
fair representation. The district court granted         rather than sixty days before the plant closing
the defendants’ motion for summary judgment             would occur. Finally, plaintiffs assert that by
and explained its reasons in a comprehensive            ignoring these contract violations, the union
and persuasive eighteen-page opinion entered            violated the duty of fair representation.
on April 19, 1999. We affirm, essentially for
the reasons given by the district court.                   The district court dismissed the claim
    Plaintiffs claim the transfer agreement             against LaRoche on the ground that the
                                                        transfer agreement did not, on its face, provide
                                                        a certain term of employment with LaRoche,
    * Pursuant to 5TH CIR. R. 47.5, the court has       but rather simply made arrangements for the
determined that this opinion should not be published    employees (the agreement requiring, in whole,
and is not precedent except under the limited           merely that the employees should, upon
circumstances set forth in 5TH CIR. R. 47.5.4.
termination, be provided for under the various          employers, it found that the union had not
company-benefit “summary plans”) should                 failed fairly to represent the plaintiffs by failing
they be terminated at the end of the operating          to complain of these non-violations.
agreement and then become “available” for
employment by C-E. Because the transfer                    AFFIRMED.
occurred more speedily than the operating
agreement had anticipated, this eventuality did
not arise; the transfer agreement was not
triggered, and the plaintiffs found themselves
transferred directly from the LaRoche
collective-bargaining structure to the C-E
structure. The district court thus provided the
most straightforward reading of the
agreement.

   The court also dismissed the claims against
C-E, noting, correctly, that C-E’s collective-
bargaining agreement included no “good-faith
bargaining” requirement, so that even if
(1) C-E had developed an intention to close
the plant when it accepted the transferred
members, and (2) such acceptance without
warning violated a duty of good faith, C-E had
no contractual obligation to act in good faith.
Thus, any failure of good-faith bargaining
worked a violation of the statute, not the
contract, and must therefore have been
complained of to the National Labor Relations
Board, not the district court.

   The district court’s analysis is correct here,
as well. The court could have bolstered its
opinion by noting also that the plaintiffs
provided no evidence that C-E actually
anticipated closing the plant at the time of the
employee transfer, so there is no evidence of
a breach of good faith by which to escape
summary judgment.

   The plaintiffs’ second claim against C-E is
also devoid of merit. Their suggested reading
of the contract would require C-E to give
warning of an intention to close a plant sixty
days before developing its first intention so to
act. Such a metaphysical impossibility was
probably not in the contemplation of the
parties.

   Finally, the district court dismissed the
charges against the union, because, having
found no contractual violations by the

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