No. 95-3351


Trinidad Corporation,                       *
                                            *
        Appellant,                          *
                                            * Appeal from the United States
          v.         *                      District Court for the Eastern
                                            * District of Missouri.
National Maritime Union of                  *
America, District No. 4,                    *
Marine Engineers Beneficial                 *
Association,                                *
                                            *
         Appellee. *




                         Submitted:    March 13, 1996

                           Filed:     April 18, 1996


Before MORRIS SHEPPARD ARNOLD, FLOYD R. GIBSON, and HEANEY, Circuit
     Judges.


MORRIS SHEPPARD ARNOLD, Circuit Judge.

        Trinidad Corporation appeals the district court's order denying its
motion for summary judgment and granting the National Maritime Union's
(NMU) cross-motion for summary judgment.        We reverse.


                                       I.
        Trinidad owns and operates United States flag vessels on the high
seas.    For many years, it had a collective bargaining relationship with
NMU, which represented the unlicensed seamen working on Trinidad's ships.
The last collective bargaining agreement between Trinidad and NMU expired
in 1984, but it was
extended several times.    The agreement required mandatory arbitration of
all labor disputes.


        In 1990, Trinidad and NMU signed a Memorandum of Understanding that
extended the collective bargaining agreement through June 15, 1994.      (The
parties later changed the expiration date to June 15, 1993.)   The "duration
clause" of the Memorandum of Understanding provided that, after the
expiration date, the collective bargaining agreement would continue in
effect from year to year
        unless either party hereto shall give written notice to the
        other of its desire to amend the Agreement or ... to terminate
        the Agreement, either of which shall be given at least sixty
        (60) days, but no sooner than ninety (90) days, prior to the
        expiration or anniversary date.     In the event either party
        serves notice to amend the Agreement, the terms of the
        Agreement in effect at the time of the notice to amend shall
        continue in effect either until mutual agreement on the
        proposed amendments or an impasse has been reached.


        A second agreement between Trinidad and NMU is also relevant to this
case.    In 1988, Trinidad and NMU settled litigation concerning an alleged
breach of the collective bargaining agreement.   Their settlement agreement
provided that "the number of ocean-going vessels operated by TRINIDAD
CORPORATION will at all times be equal to or exceed the total number of
such vessels ... operated by APEX [Trinidad's parent corporation] and/or
any Subsidiary or Affiliate thereof."   Trinidad was bound by the settlement
agreement for as long as the collective bargaining agreement remained in
effect.


        On March 16, 1993, NMU notified Trinidad that it wanted to amend the
collective bargaining agreement.     Trinidad, however, did not take NMU up
on the offer.    Instead, Trinidad sent NMU written notice of its intent to
terminate the agreement on its expiration date.




                                     -2-
     Several months later, Trinidad asked the district court to enter a
declaratory judgment to the effect that the collective bargaining agreement
had expired on June 15, 1993.         Trinidad also sought to enjoin NMU from
seeking to arbitrate four grievances that it had submitted since that date.
Three of these grievances involved alleged violations of the collective
bargaining agreement:     NMU claimed that Trinidad had failed to pay a four
percent wage increase, had allowed non-union personnel to perform union
work, and had paid an unauthorized bonus to certain seamen.          In the final
grievance, NMU claimed that Trinidad had violated the settlement agreement
by operating fewer ships than Crest Tankers, Inc. (an APEX subsidiary).
Trinidad asserted that it was not required to arbitrate any of these
disputes because they all arose after the collective bargaining agreement
expired.


     Trinidad filed a motion for summary judgment, and NMU filed a
cross-motion for summary judgment.        The district court denied Trinidad's
motion and granted NMU's motion.          The court held that the collective
bargaining agreement remained in effect because NMU indicated that it
wanted to amend the agreement before Trinidad sent its termination notice.
The court reasoned that the second sentence of the duration clause ("In the
event either party serves notice to amend ... the terms of the Agreement
... shall continue in effect until either mutual agreement ... or an
impasse    has   been   reached")   precluded   Trinidad   from   terminating   the
agreement until the parties bargained to an impasse.        The court then found
that there was no evidence that negotiations had reached that stage.


                                        II.
     On appeal, Trinidad argues that the district court erred in holding
that the collective bargaining agreement did not expire on June 15, 1993.
It contends that the court improperly allowed NMU's desire to amend the
agreement to trump Trinidad's right to terminate.          Trinidad asserts that,
under the agreement, it had an




                                        -3-
absolute right to terminate the contract on the expiration date.        We agree.



                                        A.
       "In interpreting a collective bargaining agreement ... we must
construe the contract as a whole," Amcar Div., ACF Indus. v. NLRB, 

, 569 (8th Cir. 1981), and read the terms of the agreement "in their
context," Mastro Plastics Corp. v. NLRB, 

, 281 (1956).        In this
case, we believe that the district court read the second sentence of the
duration clause out of context.     It is true that this sentence provides
that when one party wants to amend the agreement, the agreement's terms
remain in effect until the parties reach either an agreement or an impasse.
That   sentence,   however,   follows        immediately   after   language   that
specifically gives both Trinidad and NMU the right to terminate the
agreement on the expiration date (or an anniversary thereof).           We do not
think that it would be reasonable to allow narrow and detailed provisions
of the contract to trump a previous general provision regarding the
fundamental powers of the parties.


       Thus, when read as a whole, the duration clause clearly indicates
that Trinidad never lost the right to terminate the agreement.           The fact
that NMU notified Trinidad that it wanted to amend the agreement did not
preclude termination.   To the contrary, the second sentence of the duration
clause would have come into play only if Trinidad had not properly
exercised its right to terminate the agreement.       We therefore hold that the
agreement expired on June 15, 1993.


                                        B.
       NMU argues that the issue of whether the collective bargaining
agreement has been terminated should be submitted to arbitration.               We
consider the agreement "in the light of the law under which the contract
was made."   

a well-settled principle of labor




                                     -4-
law that the issues of contract termination or expiration are subject to
judicial resolution unless the parties agree to submit them to arbitration.
Int'l Union, United Auto., Aerospace & Agric. Implement Workers of Am.,
U.A.W. v. Int'l Tel. & Tel., Thermotech Div., 

, 1313-14
(8th Cir. 1975) ("UAW v. ITT"); see also Local Union No. 884, United
Rubber,     Cork,    Linoleum,      and     Plastic     Workers      of     Am.    v.
Bridgestone/Firestone, Inc., 

, 1354 (8th Cir. 1995).


     It is true that we have held that "a broad arbitration clause
indicates   an   intent   to   arbitrate    disputes   relating    to   a   purported
termination or expiration of the bargaining agreement."            UAW v. 

.     The collective bargaining agreement between Trinidad and
NMU, however, does not fall under this narrow exception to the rule that
"contract termination issues should be decided by the courts, not the
arbitrator."     

.          In this case, the
"arbitration clause, although phrased broadly, arises in the context of the
grievance procedures and we find no indication in the contract language
that the parties ever intended the arbitration clause to apply to the
overall issue of contract termination."         UAW v. 

.


                                      III.
     Having determined that the collective bargaining agreement terminated
on June 15, 1993, we must now decide whether NMU can compel Trinidad to
arbitrate the grievances at issue in this case.         Because "[n]o obligation
to arbitrate a labor dispute arises solely by operation of law," Gateway
Coal Co. v. United Mine Workers of Am., 

, 374 (1974), Trinidad
is required to arbitrate only those grievances that arose under the
collective bargaining agreement.      Id.; 

.


     NMU did not demand that Trinidad arbitrate the four grievances at
issue here until several months after the collective bargaining




                                          -5-
agreement expired.     The fact that NMU submitted the grievances after
expiration, however, does not necessarily mean that the grievances are not
arbitrable.    According to the Supreme Court, "A postexpiration grievance
can be said to arise under the contract ... where it involves facts and
occurrences that arose before expiration, where an action taken after
expiration infringes a right that accrued or vested under the agreement,
or where, under normal principles of contract interpretation, the disputed
contractual right survives expiration of the remainder of the agreement."
Litton Fin. Printing Div. v. NLRB, 

, 205-06 (1991).


     In this case, our inquiry is limited to determining whether any of
the facts and circumstances leading to the relevant grievances arose before
termination.   NMU does not argue that its right to arbitration vested under
the agreement, and, because the agreement does not provide "in explicit
terms," 

that arbitration survives expiration, normal principles
of contract law do not lead us to conclude that arbitration is required for
post-expiration   grievances.     Id.;   

.


     The parties agree that the events underlying two of the grievances
(namely, the failure to raise wages by four percent and the payment of an
unauthorized bonus to certain seamen) occurred after the expiration date.
These grievances therefore did not "arise under" the agreement, and
Trinidad does not have to arbitrate them.         On remand, we direct the
district court to grant Trinidad appropriate relief as to these grievances.


     A careful review of the record, however, reveals that the parties
disagree about when the events leading to the other two grievances
(allowing non-union personnel to perform union work and operating fewer
ships than Crest) occurred.     Trinidad claims that




                                     -6-
they happened after the agreement expired; NMU claims that they began
before that time.    The district court did not resolve this dispute, and we
are not able to do so on the record before us.      On remand, the district
court must conduct the factual inquiry necessary to resolve this issue.
If the relevant events occurred before expiration, then the grievances
arose under the agreement and are subject to arbitration.   If not, Trinidad
is under no obligation to arbitrate them.


                                     IV.
     For the foregoing reasons, we reverse the judgment of the district
court and remand the case for proceedings consistent with
this opinion.


     A true copy.


           Attest:


                CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.




                                     -7-