Opinions of the United
1999 Decisions                                                                                                             States Court of Appeals
                                                                                                                              for the Third Circuit


6-29-1999

Beidleman v. Stroh Brewery Co
Precedential or Non-Precedential:

Docket 98-1420




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Filed June 29, 1999

UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT

No. 98-1420

C. DAVID BEIDLEMAN; CHARLES BOGUSKY, JR.;
BUDD A. FRANKENFIELD, JR.; DALE E. MILLER;
JAMES K. REICHENBACH; DONALD P. SCHRADEN;
LARRY E. WEDGE,

       Appellants,

v.

THE STROH BREWERY COMPANY; MIKE GRAY; RONALD
L. GOLUMBECK; INTERNATIONAL BROTHERHOOD OF
TEAMSTERS, LOCAL #773; PHILIP M. DEPIETRO;
BREWERY WORKERS INTERNATIONAL BROTHERHOOD
OF TEAMSTERS, LOCAL #12; JIM MALEY;
JOHN BOISITZ; STEPHEN A. BANUS

APPEAL FROM THE
UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
(D.C. Civil No. 97-cv-05115)
(District Judge: Honorable Edward N. Cahn)

ARGUED JANUARY 15, 1999

BEFORE: NYGAARD, ALITO, and LEWIS, Circuit Judges.

(Filed June 29, 1999)

       DONALD P. RUSSO (ARGUED)
       60 West Broad Street
       P.O. Box 1890, Suite 300
       Bethlehem, PA 18106

        Attorney for Appellants
       MARK A. FONTANA (ARGUED)
       Reed Smith, Shaw & McClay
       213 Market Street
       P.O. Box 11844
       Harrisburg, PA 17101

        Attorney for Appellees, The Stroh
        Brewery Company, Mike Gray and
        Ronald L. Golumbeck

       WILLIAM T. JOSEM (ARGUED)
       Cleary & Josem
       1420 Walnut Street, Suite 300
       Philadelphia, PA 19102

        Attorney for Appellees,
        International Brotherhood of
        Teamsters, Local #773

       THOMAS H. KOHN
       Sagot, Jennings & Sigmond
       510 Walnut Street
       The Penn Mutual Towers, 16th Floor
       Philadelphia, PA 19106-3683

        Attorney for Appellees, Brewery
        Workers International Brotherhood
        of Teamsters, Local #12, Jim Maley
        and John Boisitz

OPINION OF THE COURT

LEWIS, Circuit Judge.

In this appeal, we must determine whether the
preemptive force of section 301 of the Labor Management
Relations Act ("LMRA"), 29 U.S.C. S 185, applies to bar the
state-law claims of seven employees of The Stroh Brewery
Company ("Stroh"). In making this determination, we must
address a panoply of issues relating to section 301
preemption, including: (1) whether an agreement negotiated
between an employer and a labor union with the goal of
ending a labor dispute constitutes a "collective bargaining
agreement"; (2) whether state-law claims that rely, in part,

                               2
on the interpretation of such an agreement are subject to
section 301 preemption; and (3) whether tort claims alleged
against both an employer and a labor union comprise a
"hybrid" action. Because we conclude that each of these
questions must be answered in the affirmative, we will
affirm the District Court's judgment.

I.

The appellants, C. David Beidleman, Charles Bogusky,
Budd Frankenfield, Dale Miller, James Reichenbach,
Donald Schraden and Larry Wedge (collectively, the
"employees") appeal the District Court's order dismissing
their complaint for failure to state a claim upon which relief
may be granted. Since the District Court disposed of the
employees' claims on a motion to dismiss, we must accept
as true the employees' allegations. Thus, we will base our
recitation of the facts on the allegations in the complaint.
See Hindes v. FDIC, 

, 153 (3d Cir. 1998).

Prior to June 30, 1985, the employees worked as truck
drivers at Stroh's brewery in Lehigh County, Pennsylvania.
As truck drivers, the employees were members of Teamsters
Local 773 ("Local 773"), and subject to Local 773's collective
bargaining agreement with Stroh. On March 22, 1985,
Stroh notified Local 773 of its intent to terminate its
trucking operations. The termination was to take effect on
June 30, 1985. Following this notification, representatives
of Stroh and Local 773 held three collective bargaining
sessions in an attempt to reach an agreement concerning
the impending termination. The meetings failed to produce
an agreement, and on June 30, 1985, Stroh terminated the
employees. That same day, the collective bargaining
agreement between Local 773 and Stroh expired.

On July 1, 1985, the forty-seven truck drivers
represented by Local 773 initiated an economic strike
against Stroh. While the strike was ongoing, negotiations
between Stroh, Local 773 and Teamsters Local 12 ("Local
12") continued.1 On August 15, 1985, the parties reached
_________________________________________________________________

1. Stroh's production workers, whose collective bargaining agreement
also expired on June 30, 1985, refused to cross the picket line set up by
Local 773. Initially, these production workers were represented by
Teamsters Local 522; however, during the strike the workers voted to
replace Local 522 with Local 12. Thus, Local 12 also participated in the
settlement negotiations.

                               3
an agreement whereby: (1) the majority of the drivers were
laid off and given severance payments and other benefits;
(2) four drivers were retained; and (3) the rest of the drivers
-- including the seven employees -- were placed on a
"master seniority list" that provided them with recall rights
in the event that additional production workers were
needed, and "endtail" seniority rights in the event that they
were rehired. The parties reduced this settlement
agreement to a "closing agreement" ("1985 closing
agreement"), which Stroh later incorporated into a formal
contract. The closing agreement was read to the members
of Local 773, who then voted to end the strike on August
15, 1985.

During 1994 and 1995, Stroh began to hire "temporary to
full time" workers for its production department. Soon
thereafter, Local 773's Vice President, William Hontz,
advised Stroh that these hires violated the recall rights of
the employees under the 1985 closing agreement. On
August 21, 1995, Stroh's Human Resources Manager Mike
Gray sent the employees a letter offering them
reemployment in the production department. On April 8,
1996, Stroh rehired the employees.

The employees allege that following their rehire, Stroh,
Local 773, Local 12 and certain of their employees or agents
engaged in a pattern of conduct that had the purpose and
effect of denying them their rights under the 1985 closing
agreement. According to the employees, Stroh violated their
recall rights under the 1985 closing agreement by hiring
the "temporary to full time" production workers during
1994 and 1995. Moreover, by refusing to grant the
employees retroactive seniority upon rehire in 1996, the
employees maintain that Stroh violated the "endtail"
seniority provision of the 1985 closing agreement. The
employees contend that the appellees have repeatedly
denied having knowledge of the whereabouts and/or
existence of the 1985 closing agreement, and have refused
to honor its terms.2
_________________________________________________________________

2. In their brief, the employees state that during June of 1996, Local 12
advised them that it was not aware of the 1985 agreement and that
unless the employees could produce a copy of the agreement, they could

                               4
On June 21, 1997, the employees filed a complaint in the
Court of Common Pleas of Lehigh County, Pennsylvania,
alleging that the conduct of Stroh and the other appellees
amounted to: (1) fraudulent misrepresentation; (2) tortious
interference with contractual relations; and (3) civil
conspiracy. The appellees removed the action to the United
States District Court for the Eastern District of
Pennsylvania on the grounds that section 301 of the LMRA
preempted the employees' claims. The employees filed a
subsequent motion to remand the case to state court,
which the District Court denied.

The District Court granted the appellees' joint motion to
dismiss for failure to state a claim. The court concluded,
"[b]ecause . . . none of plaintiffs' claims can meaningfully be
described as being independent of a collective-bargaining
agreement . . . all of plaintiffs' claims are completely
preempted by section 301." Beidleman v. Stroh Brewery Co.,

, *5 (E.D. Pa. 1998). Since the parties did
not dispute that the employees' claims were untimely if
preempted by section 301, the court dismissed the
employees' complaint with prejudice. 

now appeal the District Court's order
granting the appellees' joint motion to dismiss, and its
order denying their motion to remand. We have jurisdiction
over this appeal pursuant to 28 U.S.C. S 1291. We review a
district court's grant of a motion to dismiss de novo. See
Lake v. Arnold, 

, 684 (3d Cir. 1997).

II.

The employees challenge the District Court's order
dismissing their complaint on three grounds: (1) the 1985
_________________________________________________________________

not file any grievances relating to the 1985 seniority issues set forth in
the complaint. Likewise, the employees contend that Local 773 informed
them that its "files had been purged," that it did not have a copy of the
1985 closing agreement, and that without the agreement it would not
assist the employees in enforcing their alleged rights. Finally, the
employees assert that Stroh notified them that "there was no shutdown
agreement available" and that their seniority would be based on the
respective dates of their re-hire in 1996.

                                5
closing agreement was a private employment contract, not
a collective bargaining agreement, and thus was not subject
to section 301 of the LMRA; (2) adjudication of the state-law
claims alleged in the complaint does not require
interpretation of the 1985 closing agreement; thus they are
not preempted by section 301; and (3) the state-law claims
do not constitute a "hybrid" action; thus the six-month
statute of limitations articulated in DelCostello v.
International Brotherhood of Teamsters, 

, 171-
72 (1983), does not apply. We will address each argument
in turn.

A.

At the outset, we must determine whether the 1985
closing agreement is a "collective bargaining agreement" for
purposes of section 301 preemption, for if it is not, we lack
subject matter jurisdiction over the employees' claims.3 See
Textron Lycoming Reciprocating Engine Div. v. United
Automobile, Aerospace, Agricultural Implement Workers of
America, 

, 1631 (1998). The employees
argue that the 1985 closing agreement is a "private
employment contract" that cannot provide the basis for
preemption. They note that the collective bargaining
agreement between Local 773 and Stroh expired on June
30, 1985; thus, when the 1985 closing agreement was
memorialized on August 15, 1985, they were not
represented by a union. In addition, the employees argue
that the purpose of the 1985 closing agreement was to
_________________________________________________________________

3. Stroh contends that the employees waived the right to argue that the
1985 closing agreement is an individual contract by failing to raise the
issue below. However, "the existence of an agreement between a labor
organization and an employer is, for Section 301 purposes, a
jurisdictional fact." Local 336, American Federation of Musicians v.
Bonatz, 

, 437 (3d Cir. 1973). Thus, because this issue
directly impacts our subject matter jurisdiction over this appeal, it is
appropriate for us to address it here. See State Farm Mutual Automobile
Insurance Co. v. Powell, 

, 96 (3d Cir. 1996) ("Although
[plaintiff] did not raise this jurisdictional issue below, we may address
it
for the first time on appeal `because the limited subject matter
jurisdiction of the federal courts is so fundamental a concern in our
system.' ") (quoting Page v. Schweiker, 

, 153 (3d Cir. 1986)).

                               6
confer employment rights upon a "small group" of truck
drivers, which renders it more akin to a private employment
contract than a collective bargaining agreement. As
support, the employees rely on the Supreme Court's
decision in Caterpillar, Inc. v. Williams, 

(1987).

In Caterpillar, former salaried employees of Caterpillar
Tractor Company filed suit alleging breach of individual
employment contracts. The contracts consisted of oral and
written representations made by Caterpillar, promising the
employees alternative employment opportunities in the
event that the company had to close the facility where they
worked. See 

. Caterpillar
made these representations individually to each of the
employees, and they were outside the scope of the collective
bargaining agreement. See 

After Caterpillar
breached its promise, the employees filed suit under
California law. See 

In holding that the
employees' breach of contract claims were not preempted
by section 301, the Court stated:

       [the employees] allege that Caterpillar has entered into
       and breached individual employment contracts with
       them. Section 301 says nothing about the content or
       validity of individual employment contracts. It is true
       that [the employees], bargaining unit members at the
       time of the plant closing, possessed substantial rights
       under the collective agreement, and could have
       brought suit under S 301. As masters of the complaint,
       however, they chose not to do so.

We believe that the 1985 closing agreement is readily
distinguishable from the agreement at issue in Caterpillar.
Most significantly, the 1985 closing agreement was
bargained for and negotiated by Stroh and the labor
unions, not Stroh and the employees individually. The fact
that the collective bargaining agreement between Local 773
and Stroh expired on June 30 did not remove Local 773's
status as the employees' majority representative. See
Hajoca Corp. v. NLRB, 

, 1173 (3d Cir. 1989)
("The presumption of [a union's] majority status survives

                               7
the expiration of a collective bargaining agreement.. . .");
International Association of Bridge, Structural & Ornamental
Iron Workers, Local 3 v. NLRB, 

, 772 (3d Cir.
1988) ("Upon the expiration of a collective bargaining
agreement, the employer may not withdraw recognition of
the union unilaterally unless it has reasonable, good faith
grounds for believing that the union has lost its majority
status"). In addition, the purpose of the 1985 closing
agreement was not merely to confer benefits upon a"small
group" of truck drivers. Rather, it served the dual purpose
of providing the forty-seven members of Local 773 with
employment rights and ending their economic strike against
Stroh. Taken together, we find these factors sufficient to
distinguish the 1985 closing agreement from the individual
employment contracts in Caterpillar.

Moreover, for purposes of section 301, a labor contract
need not be a "collective bargaining agreement" per se:

       It is enough that this is clearly an agreement between
       employers and labor organizations significant to the
       maintenance of labor peace between them. It came into
       being as a means satisfactory to both sides for
       terminating a protracted strike and labor dispute. Its
       terms affect the working conditions of the employees of
       both respondents. It effected the end of picketing and
       resort by labor organizations to other economic
       weapons, and restored strikers to their jobs. It resolved
       a controversy arising out of, and importantly and
       directly affecting, the employment relationship. Plainly
       it falls within S 301(a).

Retail Clerks International Association v. Lion Dry Goods,
Inc., 

, 28 (1962).

In their brief and at oral argument, the employees failed
to distinguish satisfactorily the 1985 closing agreement
from that described in Lion Dry Goods. Both were entered
into by the employer and the labor unions to establish
labor peace, and both resolved a controversy arising out of
the employment relationship. Accordingly, we reject the
employees' contention that the 1985 closing agreement is
not a collective bargaining agreement.

                                8
B.

We now must turn to the question whether section 301
preempts the employees' state-law claims. The employees
dispute the District Court's conclusion that resolution of
their state-law claims is dependent upon the terms in the
1985 closing agreement. Specifically, they contend that
their claims relate to the simple existence of the agreement,
and that "at no point in [their] complaint[do they] seek to
have the court interpret any substantive provision of the
agreement." Appellant's Brief at 14.

Section 301(a) of the LMRA provides:

       Suits for violations of contracts between an employer
       and a labor organization representing employees in an
       industry affecting commerce . . . may be brought in
       any District Court of the United States having
       jurisdiction over the parties.

29 U.S.C. S 185(a). Section 301 is not only jurisdictional, "it
authorizes federal courts to fashion a body of federal law for
the enforcement of these collective bargaining agreements."
Textile Workers Union of America v. Lincoln Mills of
Alabama, 

, 451 (1957). In light of this
mandate, the Supreme Court has held that any state-law
cause of action for violation of a collective bargaining
agreement is entirely preempted by section 301 of the
LMRA, see Avco Corp. v. International Association of
Machinists & Aerospace Workers, 

, 559 (1968);
Teamsters v. Lucas Flour Co., 

, 103 (1962),
because:

       [T]he subject matter of S 301(a) `is peculiarly one that
       calls for uniform law.' . . . The possibility that
       individual contract terms might have different
       meanings under state and federal law would inevitably
       exert a disruptive influence upon both the negotiation
       and administration of collective agreements. Because
       neither party could be certain of the rights which it
       had obtained or conceded, the process of negotiating
       an agreement would be made immeasurably more
       difficult by the necessity of trying to formulate contract
       provisions in such a way as to contain the same

                               9
       meaning under two more systems of law which might
       someday be invoked in enforcing the contract.

Lucas 

.

In Allis-Chalmers Corp. v. Lueck, 

(1985), the
Supreme Court articulated the standard for determining
whether a plaintiff 's state-law claims are preempted by
section 301. There, the Court stated:

       When resolution of a state-law claim is substantially
       dependent upon analysis of the terms of a collective
       bargaining agreement, that claim must either be
       treated as a S 301 claim or dismissed as preempted by
       federal-labor contract law.

; see also 

(state-
law claims are preempted if "inextricably intertwined with
consideration of the terms of the labor contract").4 In Lingle
v. Norge Division of Magic Chef, Inc., 

(1988),
the Supreme Court further defined this standard, stating
that:

       if resolution of a state-law claim depends upon the
       meaning of a collective-bargaining agreement, the
       application of state law . . . is preempted and federal
       labor-law principles . . . must be employed to resolve
       the dispute.

However, section 301 does not preempt every dispute
that tangentially concerns the terms of a collective
bargaining agreement. 

.
"[W]hen the meaning of contract terms is not the subject of
dispute, the bare fact that a collective-bargaining
agreement will be consulted in the course of state-law
litigation plainly does not require the claim to be
extinguished." Livadas v. Bradshaw, 

, 124
(1994) (citing 

, n.12 ("A collective-
bargaining agreement may, of course, contain information
such as rate of pay and other economic benefits that might
_________________________________________________________________

4. In Berda v. CBS, Inc., 

(3d Cir. 1989), we concluded that
the phrase "inextricably intertwined" was equivalent to "substantial
dependence." 

n. 8.

                                10
be helpful in determining the damages to which a worker
prevailing in a state-law suit is entitled.")).

Guided by these principles, we turn to an analysis of the
employees' claims of fraudulent misrepresentation, tortious
interference and civil conspiracy.

1. Fraudulent Misrepresentation

Under Pennsylvania law, a plaintiff must prove the
following elements to succeed on a fraudulent
misrepresentation claim:

       (1) a misrepresentation, (2) a fraudulent utterance
       thereof, (3) an intention by the maker that the recipient
       will thereby be induced to act, (4) justifiable reliance by
       the recipient upon the misrepresentation and (5)
       damage to the recipient as the proximate result.

Moffat Enter., Inc. v. Borden, Inc., 

, 1174 (3d
Cir. 1986) (quoting Scaife Co. v. Rockwell-Standard Corp.,

, 454 (Pa. 1971)).

The employees maintain that in pleading this count, they
at no point seek to have the court interpret any substantive
provisions of the 1985 closing agreement. However, in
Count I alleging fraudulent misrepresentation, the
employees claim:

       P 71 - Plaintiffs believe, and therefore aver, that
       Defendants are fraudulently misrepresenting to the
       Plaintiffs that the Defendants are not bound by the
       terms of the 1985 closing agreement, when Defendants
       in fact know, or should be aware, that said closing
       agreement is a binding document even if a signed copy
       of the same is not physically produced.

Appendix ("App."), Tab 3 at 14 (emphasis added). Thus, the
"misrepresentation" at issue is the appellees' refusal to
acknowledge the validity of the 1985 closing agreement.
Clearly, for a court to decide the merits of this claim it
must interpret those terms in the agreement setting forth
the appellees' obligations, for if the 1985 closing agreement
does not contain terms that bind the appellees, then no
"misrepresentation" exists.

                                  11
The employees' reliance on Trans Penn Wax Corp. v.
McCandless, 

(3d Cir. 1995) and our recent
decision in Voilas v. General Motors Corp., 

(3d
Cir. 1999) is unavailing.

In McCandless, the employer made the following
representation to its employees, which was later alleged to
be fraudulent:

       This is our PERSONAL GUARANTEE and your LEGAL
       CONTRACT that you . . . will have a job here . . . as
       long as you perform your work satisfactorily, follow up
       our customary rules, and we are economically able to
       operate this institution successfully and work is
       available. This GUARANTEE is given to you because of
       the FALSE UNION RUMOR that you will lose your job
       if the Union loses the election. . . . This is our
       WRITTEN LEGAL CONTRACT AND GUARANTEE TO
       YOU. . . .

(emphasis in original). This personal guarantee
was separate from the collective bargaining agreement
between the parties. In holding that section 301 did not
preempt the employees' fraud claims, we noted that"[t]his
is not a situation . . . where the alleged tort is a violation
of duties assumed in the collective bargaining agreement."

Rather, we concluded that resolution of the
claim would require a court to examine only the employers'
behavior, motivation and statements, which "does not
substantially depend upon the terms of the collective
bargaining agreement." 

Voilas, the employer, GM, made the following
representation in a newsletter to its employees:

       Believe me when I say that all talk about potentially
       keeping [the Trenton plant] open is false optimism
       originating right from this plant. No one at our
       divisional executive level is actively working on a
       scenario that could possibly keep Trenton open . . .. I
       know I am being blunt, but I know there are many
       people making difficult decisions regarding retirement.
       I would not want any rumors influencing those
       decisions. The worst thing anyone could do would be to
       turn down one of the best mutual retirement programs

                               12
       available because of a rumor and then later lose what
       is available when the plant closes.

See 

. As a result, nearly 200
employees accepted an early retirement package that had
been collectively bargained for by the employer and the
union. See 

after the deadline for accepting the
early retirement package, GM announced plans to pursue
alternatives to closing the Trenton plant--which ultimately
it did keep open. See 

then brought suit
under New Jersey law alleging that the representation in
the newsletter was fraudulent.

We began our section 301 analysis by noting that the
plaintiffs' complaint alleged only that " `GM intentionally
misrepresented . . . the status of the plant closing. . . for
the purpose of inducing Plaintiffs to quit their jobs and
accept the [early retirement agreement],' " and that it did
not allege that GM made a misrepresentation concerning
the collective bargaining agreement. 

(quoting
App. at 187-88). Thus, we concluded:

       [T]he fraud claim in this case is not directly based
       upon the collective bargaining agreements in force
       between the parties, nor will the resolution of the
       elements of common law fraud require the
       interpretation of those bargaining agreements.
       Plaintiffs, in pursuing their fraud claim, are seeking
       vindication of a `nonnegotiable right . . .' that is
       " `independent" of rights under the collective bargaining
       agreement.' Resolution of the common law fraud issue
       in this action will not frustrate the uniform
       development of federal law governing labor contract
       interpretation nor allow the employees to sidestep the
       grievance machinery by dressing up a contract
       grievance as a tort. Consequently, there is no ground
       for section 301 preemption in this case.

(internal citations omitted).

There are a number of factors that differentiate the
employees' fraudulent misrepresentation claim from those
alleged in McCandless and Voilas. Chief among them is the
fact that the employees' claim stems directly from a
collective bargaining agreement, whereas the claims in

                               13
McCandless and Voilas arose from an agreement or
representation that was independent of any collective
bargaining agreement. While this distinction, standing
alone, might be insufficient to support a finding of section
301 preemption, the employees' claim does more. As
explained previously, to resolve the fraudulent
misrepresentation claim alleged in the present case, a court
must identify and interpret substantive provisions of the
1985 closing agreement. Both McCandless and Voilas
explicitly found that the fraud claims at issue did not
require such interpretation. See 

;

.

Moreover, the essence of the fraud claims in McCandless
and Voilas is patently different from the claim alleged here.
In McCandless we stated, "[t]he essence of the employees'
[fraud] case is proof of justifiable reliance on the separate
guarantees, not on the collective bargaining agreements."

; see also 

(finding this description applicable to the fraud claim
at issue). By contrast, the essence of the present claim is
that the employees were fraudulently denied their rights
under of the 1985 closing agreement. Thus, the employees'
claim implicates the underlying reason for section 301
preemption, namely, "the need for uniform interpretation of
contract terms to aid both the negotiation and the
administration of collective bargaining agreements." Antol v.
Esposto, 

, 1115 (3d Cir. 1996) (citing Lucas

-04). Accordingly, we conclude that it
is preempted by section 301 of the LMRA.

2. Tortious Interference

The employees insist that their tortious interference claim
does not call for analysis of the 1985 closing agreement,
but instead simply requires a court to review a course of
tortious conduct perpetrated by the appellees. We disagree.

Pennsylvania law requires a plaintiff to prove four
elements in order to establish a claim of tortious
interference with contractual relations:

       (1) the existence of a contractual relationship; (2) an
       intent on the part of the defendant to harm the plaintiff

                               14
       by interfering with that contractual relationship; (3) the
       absence of a privilege or justification for such
       interference; and (4) damages resulting from the
       defendant's conduct.

Triffin v. Janssen, 

, 574 (Pa. Super. 1993)
(citations omitted).

To satisfy these requirements, the employees allege the
following:

       P 78 - Plaintiffs believe, and   therefore aver, that the
       Defendants acted intentionally   and maliciously, for the
       express purpose of denying the   Plaintiffs all of their
       contractual rights, including,   seniority rights, flowing to
       the Plaintiffs pursuant to the   terms of the 1985 closing
       agreement.

       P80 - Plaintiffs believe, and therefore aver, that
       Defendant Local 12, Defendant Jim Maley, and
       Defendant John Boisitz tortiously interfered with the
       enforcement of Plaintiff's 1985 closing agreement in
       order to protect seniority rights of production workers
       hired prior to April 8, 1996.

       P 81 - Plaintiffs believe, and therefore aver, that
       Defendant Philip M. DePietro, Jr., Defendant Stephen
       A. Banus and Defendant Local 773 intentionally and
       tortiously interfered with the Plaintiff's 1985 closing
       agreement by refusing to enforce the same and, by
       refusing to disclose the whereabouts of the same . ..

       P83 - Defendants, acting without privilege or license,
       wrongfully interfered with Plaintiffs' existing contractual
       relationships arising out of the 1985 closing agreement
       by inducing or otherwise causing Local 773 and Stroh's
       to breach their contractual obligations to Plaintiffs.

       P85 - Plaintiffs believe, and therefore aver, that as a
       result of the Defendants' reckless, willful and wanton
       actions and interfering with the Plaintiffs 1985 closing
       agreement, Plaintiffs have incurred and will continue to
       incur great harm and damages including, . . . , lost of
       reputation, loss of profits and good will, loss of career
       status, and loss of earning, benefits, bonuses and
       fringe benefits.

                               15
App., Tab 3 at 15-17 (emphasis added). Once again, these
allegations clearly are "inextricably intertwined" with
consideration of the terms of the 1985 closing agreement.
For example, it is impossible to determine whether the
appellees tortiously interfered by "refusing to enforce" the
1985 closing agreement without knowing what terms they
were required to enforce and refused to do so. Similarly, a
court cannot evaluate the veracity of the employees' claims
that the appellees "intentionally and maliciously. . .
den[ied] the Plaintiffs all of their contractual rights" and
"wrongfully interfered with Plaintiffs' existing contractual
relationships arising out of the 1985 agreement" without
knowing to what rights and persons the employees are
referring. In other words, "[t]he duties imposed and rights
established through the state tort . . . derive from the rights
and obligations established by the [collective bargaining]
contract." 

. Thus, resolution
of the employees' tortious interference claim will inevitably
involve interpretation of the 1985 closing agreement, which
mandates preemption by section 301. See Wilkes-Barre
Publ'g Co. v. Newspaper Guild of Wilkes-Barre, 

, 381-82 (3d Cir. 1981) ("where parties to a labor
dispute are charged with tortious interference with a
collective bargaining agreement, at least in the absence of
outrageous or violent conduct, state law causes of action
are preempted [by section 301]."

3. Civil Conspiracy

The employees' civil conspiracy claim suffers from the
same defects as their claims of fraudulent
misrepresentation and tortious interference.

Under Pennsylvania law, civil conspiracy is a
"combination of two or more persons to do an unlawful act
or criminal act or to do a lawful act by unlawful means or
for an unlawful purpose." Ammlung v. City of Chester, 

, 814 (3d Cir. 1974) (citing Landau v. Western
Pennsylvania Nat'l Bank, 

, 338 (Pa. 1971)).

In support of their claim, the employees allege:

       P89 - Plaintiffs believe, and therefore aver, that the
       Defendants, acting in concert and for common

                                16
       purposes and goals, agreed among themselves to
       commit an unlawful act or to do an otherwise unlawful
       [sic] act by unlawful means, namely, by conspiring to
       lie about the existence of the 1985 closing agreement
       and prevent the Plaintiffs from exercising those
       contractual rights arising thereunder.

App., Tab 3 at 18. Here, the appellees' "unlawful act"
involves conspiring to prevent the employees from
exercising their contractual rights under the 1985 closing
agreement. Surely, to assess this claim a court will have to
identify the rights that the appellees allegedly conspired to
prevent. Therefore, because this claim is predicated upon
the terms of the 1985 closing agreement, it is preempted by
section 301.

In sum, to decide the merits of each claim alleged in the
employees' complaint, a court would have to interpret the
terms of the 1985 closing agreement to determine what
rights, relationships or duties it conferred on the parties.
The employees' contention that their state-law claims relate
merely to the existence of the 1985 closing agreement is
contradicted by the allegations in their own complaint. We
take our cue from Allis-Chalmers, which explained
"questions relating to what the parties to a labor agreement
agreed, and what legal consequences were intended toflow
from breaches of that agreement, must be resolved by
reference to uniform federal law." 

. Accordingly, because the employees' claims derive
from the 1985 closing agreement and "substantially depend
upon" an analysis of its terms, we conclude that they are
preempted by section 301 of the LMRA.

C.

Having determined that the employees' state-law claims
are preempted by section 301 of the LMRA, we now must
consider whether the District Court correctly held that the
employees' complaint was barred by the statute of
limitations. This question turns on whether the complaint
constitutes a "hybrid" action.

A "hybrid" section 301 action is one in which a union
member sues his or her employer for breaching its

                               17
contractual obligations under the collective bargaining
agreement and the union for breaching its duty of fair
representation. See 

; United
Steelworkers of America v. Crown Cork & Seal Co., 

, 58 (3d Cir. 1994). In DelCostello, the Supreme Court
held that the six-month statue of limitations established in
section 10(b) of the National Labor Relations Act, 29 U.S.C.
S 160(b), applied to such actions. 

The Court
explained:

       In S 10(b) of the NLRA, Congress established a
       limitations period attuned to what it viewed as the
       proper balance between the national interest in stable
       bargaining relationships and finality of private
       settlements, and an employee's interest in setting aside
       what he views as an unjust settlement under the
       collective-bargaining system. That is precisely the
       balance at issue in this case. . . . Accordingly, `[t]he
       need for uniformity' among procedures followed for
       similar claims, as well as the clear congressional
       indication of the proper balance between the interests
       at stake, counsels the adoption of S 10(b) of the NLRA
       as the appropriate limitations period for lawsuits such
       as this.

(quoting United Parcel Service v. Mitchell, 

, 70-71 (1981) (opinion concurring in the
judgment)).

Here, the District Court characterized the employees'
action as follows:

       In this case, plaintiffs claims all arise from their
       contention that their bargaining representative and
       employer either agreed during collective bargaining to
       provide plaintiffs with certain seniority rights or
       fraudulently represented that they had done so. In this
       regard . . . defendants' characterization of plaintiffs'
       claims as a classic hybrid action is accurate. The
       gravamen of plaintiffs' complaint is that their employer
       is in breach of a collective-bargaining agreement, which
       was created in fact or by fraud and estoppel, and that
       the union defendants have breached their duty of fair
       representation by either failing to protect plaintiffs'

                                18
       seniority rights or fraudulently misrepresenting the
       substance of a collective-bargaining agreement.

Beidleman, 

at * 4. We agree with this
characterization, and conclude that the employees'
complaint is a hybrid section 301 action.5

Because the employees concede that they filed their
complaint more than six months after their cause of action
accrued, see Appendix, Tab 3 at 15 (Complaint P 74);
Beidleman, 

at *3, n. 3, we find that the
District Court correctly dismissed the employees' claims on
statute of limitations grounds.

III.

The employees also challenge the District Court's March
11, 1998 order denying their motion to remand the case to
state court. The employees contend that, "pursuant to the
`well pleaded complaint rule,' there was nothing in [the]
Complaint which would have indicated any basis for
jurisdiction of the federal courts." Appellants' Brief at 29.
However, our conclusion that the employees' state-law
claims are completely preempted by section 301 is
dispositive of the issues raised in the employees' motion to
remand. See 

(1987) ("Once an
area of state law has been completely pre-empted, any
claim purportedly based on that pre-empted state law is
considered, from its inception, a federal claim, and
therefore arises under federal law . . . The complete pre-
emption corollary to the well-pleaded complaint rule is
applied primarily in cases raising claims pre-empted by
S 301 of the LMRA") (internal citations omitted). Thus, the
District Court properly denied the employees' motion to
remand the case to state court.
_________________________________________________________________

5. Indeed, even under the definition acknowledged by the employees, the
complaint is a hybrid action. In their brief, the employees state: "the
case
at bar does not, and could not, be converted to a hybrid action unless
the averments of [the Complaint] would require the court to interpret
and apply the substantive contents of a collective bargaining agreement."
Appellants' Brief at 25 (emphasis added). This is precisely what we
concluded in Part II.B.

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IV.

For the foregoing reasons, we will affirm the District
Court's order denying the employees' motion to remand and
its order granting the appellees' joint motion to dismiss.

A True Copy:
Teste:

       Clerk of the United States Court of Appeals
       for the Third Circuit

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