UNPUBLISHED

                 UNITED STATES COURT OF APPEALS
                     FOR THE FOURTH CIRCUIT


                                 No. 15-2499


INTERNATIONAL LONGSHOREMEN’S ASSOCIATION, LOCAL 333; RIKER
J. MCKENZIE, JR.; EZEKIEL GIVENS; AVON ALLISON; DERRICK ARTER;
JAMES ANDERSON; RASUL A. AQUIL; ANDRE BENNETT; STANLEY
BERRY; ALBERT JASON BOYD; GARY D. BREWINGTON; PAUL J.
BRISCOE; KENNARD BROWN; QUANTA BROWN; MOAB BROWN-BEY;
GARY KENNETH BURRELL; SHERMAN CANNON; JEROME CARTER;
STACEY M. CHASE; CHRISTOPHER COLBERT; CARYN J. CONYERS;
ANTIONE CRAWFORD; CULMER BARRY, JR.; RICHARD DANIEL;
PRENTICE DENNIS; CHRISTOPHER DUNNOCK; ERIC DUVALL, SR.; ERIC
DUVALL, JR.; JOHN D. EATON; KEITH FERGUSON; DAMON FLEARY,
SR.; ERIKA GAINES; TODD A. GALLOWAY; NATHAN GILMER; SCOTT L.
GIVENS; AMANDA GRAVES; JOSEPH B. GREEN, JR.; TEION HAIRSTON;
TAAVON HALL; KEASHA HANNAH; JOSEPH A. HARDEN, IV; DIANE
HIBLER; DOMENIQUE HOLDEN; SHAWN JACKSON; CARL LEE
JOHNSON, JR.; CHARLES JOHNSON; MARIO JOHNSON, JR.; MAURICE
JOHNSON; CALVIN E. JONES; GEORGE JONES; WAYNE JONES; PARKER
RAY KEY; STEVEN KNIGHT; MARCEL LARKINS; CHARMAINE V.
LITTLE; DERICK LITTLE; EUGENE N. LITTLE; TERRY LONG; RODNEY K.
MARTIN; JAMES LAMONT MCNAIR; STEVEN B. MILLER, SR.; WALTER
C. MOORE; ANWAR MUHAMMAD; DANA MUNDELL; GREGORY
JEROME MURRAY; KEVIN MYRICK; CHARLES NELSON, JR.;
NATHANIEL L. PRYOR, JR.; TYRONE E. QUEEN, SR.; EMANUEL Q. REED;
ALISHA RHODES; MARCUS RICHARDSON; MAURICE SHERROD; VON A.
SIMON; EVERETT J. SMITH; RANDOLPH SMITH; ANDREW SMITHSON,
SR.; BOBBY SYDNOR; KELLY TOREZ TALBERT; ALLEN R. TAYLOR;
DELVIN THOMPSON; KEVIN TUCKER; HAYWARD WALLACE; PHILLIP
WEST; FREDERICK WHITE; DANTE WILLIAMS; HARRISON WILLIAMS;
REGINALD JEROME WILSON; RANDY WRIGHT; JOSEPH EVANS; DARYL
ESTEP; ERIC RIDGEWAY; JAMAL EVANS; LAMONT COGER; ALPHONSO
WATSON; MAURQUISE MOODY; MAURICE MOODY; JARMALL
MCKEEVER; AARON BARNETT; SEMAJ WASHINGTON; RONALD
MCBRIDE,

               Plaintiffs – Appellants,
             v.

INTERNATIONAL    LONGSHOREMEN’S   ASSOCIATION,   AFL-CIO;
HAROLD J. DAGGETT; BENNY HOLLAND, JR.; STEPHEN KNOTT;
GERALD OWENS; JOHN D. BAKER; STEAMSHIP TRADE ASSOCIATION
OF BALTIMORE, INCORPORATED,

                    Defendants – Appellees.



Appeal from the United States District Court for the District of Maryland, at Baltimore.
Catherine C. Blake, Chief District Judge. (1:15-cv-00813-CCB)


Argued: January 24, 2017                                          Decided: May 2, 2017


Before GREGORY, Chief Judge, KING, Circuit Judge, and DAVIS, Senior Circuit
Judge.


Affirmed in part, vacated in part, and remanded by unpublished per curiam opinion.


ARGUED: Bruce M. Luchansky, LUCHANSKY LAW, Towson, Maryland, for
Appellants. Kevin J. Marrinan, MARRINAN & MAZZOLA MARDON P.C., New
York, New York; Michael J. Collins, THE LAW OFFICES OF MICHAEL J. COLLINS
PC, Highland, Maryland, for Appellees. ON BRIEF: John P. Sheridan, MARRINAN &
MAZZOLA MARDON P.C., New York, New York, for Appellees International
Longshoremen’s Association, AFL-CIO, Harold J. Daggett, Benny Holland, Jr., Stephen
Knott, Gerald Owens, and John D. Baker.


Unpublished opinions are not binding precedent in this circuit.




                                            2
PER CURIAM:

       Appellants are members of, and applicants for admission to, the Baltimore-based

International Longshoremen’s Association, Local 333 (“the Union”). Due in part to the

Union’s alleged noncompliance with a membership bylaw, the Union’s parent

organization, the International Longshoremen Association, AFL-CIO (“ILA”), denied the

applicants’ admission to the Union and concomitantly imposed a trusteeship intended to

restore the Union’s democratic procedures. Appellants filed suit, alleging that these

actions violated the Labor-Management Reporting and Disclosure Procedure Act and the

Labor-Management Relations Act. They also contend that discriminatory policies and

practices in the Port of Baltimore violated a 1970 consent decree issued in an earlier case.

       The district court dismissed the complaint for failure to state a claim and for the

applicants’ lack of standing. For the reasons set out below, we affirm in part and vacate

and remand in part.

                                             I.

                                            A.

       We recite below the relevant facts alleged in the operative complaint or

incorporated into the complaint by reference.

       The Union is composed of longshore workers employed at marine terminals in

Baltimore, Maryland. It is the only ILA local union in Baltimore that is composed of and

governed predominantly by persons of color. Until the imposition of the trusteeship

(described infra), Riker McKenzie was the elected President of the Union and Ezekiel

Givens, Aaron Barnett, Lamont Coger, Daryl Estep, and Ronald McBride were elected

                                             3
members of the Union’s executive board. Calvin Jones is a rank-and-file member of the

Union (together, the “Member Plaintiffs”).

       The complaint asserts that the ILA “continually thwarted” the Union’s democratic

voice by repeatedly removing McKenzie from office. J.A. 90. Union membership

elected McKenzie as its Vice President in 1987, as a member of the executive board in

2006, and as President in 2008. However, McKenzie consistently challenged the ILA’s

alleged “penchant for back door cooperation with the [Steamship Trade Association of

Baltimore, Inc. (“STA”)]” to insert “sweetheart” deals in negotiated collective bargaining

agreements (“CBA”), J.A. 91, and his public advocacy for the interests of the Union’s

membership “raised the ire of [ILA] leadership,” J.A. 90. In 2010, the ILA removed him

from office.    Later that year, McKenzie ran again for President and received an

overwhelming majority of the votes in secret balloting. Nevertheless, the ILA refused to

recognize McKenzie’s reelection, disqualified him from consideration, and installed his

defeated opponent as President. During the following election in December 2012, the

Union’s membership again elected McKenzie as President, a title he held until the

imposition of the trusteeship.

       In 2012, the Union admitted approximately 150 new members through a lottery

process.   Soon thereafter, Union members allegedly voted to stop admitting new

members pending the outcome of ongoing negotiations for a new CBA.

       The ILA Constitution sets forth the following criteria for admission and

membership:



                                             4
      Any worker who is employed or seeks employment in a trade, industry or
      occupation within the jurisdiction of the I.L.A. shall be eligible to apply for
      membership and shall be admitted to membership without regard to race,
      age, sex, citizenship, or ethnic origin thirty (30) days after application
      unless just cause can be shown for rejection of the application. [Local
      unions] are permitted to establish additional requirements for membership
      so long as these requests comply with applicable law.

J.A. 94.    Article V of the Union’s bylaws enumerates the following additional

requirements for membership:

      Section 3. An applicant having made their [sic] application in proper form,
      having paid the initiation fee and having been approved by a vote of a
      majority of the membership present at a regular or special meeting of this
      Local Union shall be deemed a member.

J.A. 218.

      In November 2013, Harold J. Daggett, the ILA President, wrote to the Union’s

executive board regarding two individuals who had unsuccessfully applied for

membership. Daggett stated, “Inasmuch as both of these individuals appear to have been

working at the craft covered by [the Union], they must be admitted to membership unless

there is just cause to reject their application.” J.A. 95. On July 2, 2014, having learned

that one of the above individuals had yet to be admitted, Daggett again wrote to the

executive board and stated, “[W]ith[in] 21 days from the date of this letter, please admit

him to membership or inform me as to the good cause that prevents his admission.” 

10, 2014, in a response to Daggett’s letter and directive, McKenzie

advised that he would admit all recent applicants who worked or sought work in the

relevant craft and jurisdiction. Approximately 500 applicants were processed and sworn




                                            5
into membership by August 2014. These applicants were required to waive any refund of

their initiation fees or dues, even if they never qualified for employment.

       In early September 2014, Ronald Barkhorn — a Union member who had

frequently filed charges against McKenzie and had allegedly “ma[de] no effort to mask

his own antipathy for [McKenzie],” J.A. 97 — filed a complaint with the ILA. Barkhorn

contended that the recent admission of 500 new members was improper in light of the

Union’s 2012 decision to accept no new members. Upon receiving this complaint,

Daggett directed McKenzie to cease admitting new members until a committee was

appointed to investigate the matter. The committee, which was composed of ILA Vice

President Wilbert Rowell and ACD Vice President Robert Gladden, Jr., held a

disciplinary hearing on September 29, 2014.

       After considering the parties’ evidence, the committee issued a report in

November 2014. According to the report, the applicants were deemed not to be members

of the Union because they had not obtained a majority-membership approval vote. The

report also questioned the applicants’ eligibility for membership, asserting there was no

record that the applicants were working or seeking work in the relevant industry. Finally,

the report took issue with the Union’s allegedly improper practice of requiring signed

waivers of any reimbursement of the applicants’ fees and dues. Based on the above

findings, the report made two recommendations: (1) that the recent applicants be stripped

of their Union member status and (2) that the Union end its practice of having applicants

sign an unconditional waiver of any refund of their fees and dues. Ninety-three of the



                                              6
approximately 500 individuals who applied for and were ultimately denied membership

constitute the remaining Appellants in this case (together, “the Nonmember Plaintiffs”).

      Based on the report’s findings, the ILA began the process of determining whether

it should impose a trusteeship over the Union. The charging letter opined that immediate

action by the ILA was required to restore democratic procedures and create accurate

membership lists for the upcoming CBA vote and Union election. The letter asserted

that, having created these problems, the incumbent executive board was not in a position

to correct the deficiencies. In November 2014, the ILA suspended the Union’s officers,

imposed a temporary trusteeship, and appointed Rowell as the temporary trustee. The

trusteeship hearing took place in December 2014. During this time, the trustee and

selected employees — rather than the Union’s democratically-elected negotiation team

— negotiated the terms of the CBA. Scott Cowan was chosen to draft contract proposals

and negotiate on the Union’s behalf.      Cowan was the only white member of the

incumbent executive board, and he was the only suspended board member invited to

return to “assist in this crucial function.”     J.A. 103.    Cowan allegedly opposed

McKenzie’s leadership, and he expressed an intention to run against McKenzie in the

upcoming election.

      On February 11, 2015, the ILA held a membership meeting to discuss its CBA

proposal.   The ILA broke custom in many ways: it conducted the meeting at the

employer’s terminal rather than at the union hall, it did not mail copies of the contract

proposal to Union members in advance of the meeting, and it did not elect judges to

assure a fair process. On February 13, 2015, the Union’s membership voted to reject the

                                            7
contract proposal. By this time, the ILA had revised the Union’s membership list to

ensure its accuracy, thereby fulfilling the stated purpose of the trusteeship. Nonetheless,

on February 14, 2015, the Trusteeship Hearing Committee issued a report recommending

that the temporary trusteeship be continued, and Rowell was later appointed the

permanent trustee.

                                            B.

       On March 20, 2015, the Union, the Member Plaintiffs, and the Nonmember

Plaintiffs filed suit against ILA, several ILA officers (together, the “ILA Defendants”),

and the STA. They alleged that (1) the trusteeship was not imposed in good faith or in

accordance with the minimum fair hearing requirements, thereby violating the Labor-

Management Reporting and Disclosure Procedure Act (“LMRDA”), 29 U.S.C. § 462 et.

seq. (“Count I”); (2) the ILA’s refusal to admit the Nonmember Plaintiffs into the Union

violated the Labor-Management Relations Act (“LMRA”), 29 U.S.C. § 185 (“Count II”);

and (3) discriminatory policies and practices undertaken by the ILA and STA violated a

1970 consent decree entered in prior litigation involving some of the parties (“Count

III”). After the filing of the complaint, the Union approved the new CBA.

       On the Defendants’ motions, the district court dismissed the complaint in its

entirety. The court determined that, as nonmembers of the Union, the Nonmember

Plaintiffs were unable to state a claim under the LMRDA (resulting in the dismissal of

Count I as to them) and lacked standing to allege a claim under the LMRA (resulting in

the dismissal of Count II). The court also dismissed Count I as to the Member Plaintiffs

for failure to state a claim, and it dismissed Count III after concluding that Plaintiffs

                                            8
lacked standing to modify the 1970 consent decree. Finally, the court dismissed the

Union as a party plaintiff.

       Appellants timely appealed. Following the conclusion of briefing before this

Court, the ILA terminated the trusteeship, and the ILA Defendants filed a motion to

dismiss the appeal as to Count I for lack of subject matter jurisdiction.

                                             II.

                                             A.

       We begin our analysis with Count I of the complaint. In their pending motion to

dismiss, the ILA Defendants assert that the recent termination of the trusteeship rendered

this aspect of the appeal moot. Because this issue implicates jurisdictional concerns, we

address it first.

       A case or claim becomes moot “when the issues presented are no longer ‘live’ or

the parties lack a legally cognizable interest in the outcome.” Powell v. McCormack, 

, 496 (1969). The ILA Defendants rely primarily on Taylor v. Siemens VDO

Auto. Corp., 157 Fed. App’x 557, 563 (4th Cir. 2005), wherein we held that claims

challenging the propriety of the trusteeship become moot once the trusteeship is

terminated. See also Parks v. Int’l Bhd. of Elec. Workers, 

, 896 & n.10 (4th

Cir. 1963) (noting that claims to set aside a trusteeship were mooted when the trusteeship

was terminated). However, the nature of the plaintiffs’ requested relief was critical to our

holding in Taylor. The Taylor plaintiffs sought only injunctive relief “to prevent the

International [Union] from imposing another trusteeship,” and there was no allegation of

lost wages or other monetary damages. Taylor, 157 Fed. App’x at 563. So viewed, we

                                              9
reasoned there was “no relief that the court could fashion to requite the plaintiffs” once

the trusteeship was lifted. 

are not present here. As to Count I, Appellants do seek

injunctive relief — but they also seek reimbursement “for all expenditures and

disbursements made by [the ILA Defendants] during the term of the Trusteeship for

salaries and expenses of Defendants or any other officer or agent of Defendant

International, and all other improper expenditures of [the Union’s] funds made by them.”

J.A. 111. We note that such relief is possible under the LMRDA. See 29 U.S.C. § 464(a)

(not limiting remedies to injunctive relief); Local Union 13410 v. United Mine Workers

of Am., 

, 913 (D.C. Cir. 1973) (“The Local [Union] should also be permitted

to recover whatever monetary damages it suffered due to the wrongful imposition of the

trusteeship.”); Exec. Bd., Local Union No. 28, I.B.E.W. v. Int’l Bhd. of Elec. Workers, 

, 652 (D. Md. 1960) (“[I]f the facts justify it, an accounting under the

[LMRDA] could be had for all funds coming into defendants’ hands . . . and probably for

all funds in their hands [during the trusteeship].”).

       Given the “live” monetary damages at issue in this claim, neither Taylor (which is

nonprecedential, in any event) nor Parks mandate a finding of mootness. Indeed, if any

claim challenging the propriety of a trusteeship were mooted upon the termination of the

trusteeship, “international unions could impose trusteeships with impunity . . . and remain

immune from legal scrutiny as long as they lifted the trusteeship before the plaintiff ha[d]

his day in court.” See Thompson v. Office and Prof. Emps. Int’l Union, AFL-CIO, 74



                                              

, 1504 (6th Cir. 1996). Accordingly, we conclude that Count I has not been

rendered moot, and we deny the motion to dismiss.

                                           B.

      We turn next to the merits of the district court’s dismissal of Count I. This Court

reviews de novo a district court’s dismissal under Federal Rule of Civil Procedure

12(b)(6). Kensington Volunteer Fire Dep’t v. Montgomery Cty., 

, 467 (4th

Cir. 2012). In so doing, we accept all well-pleaded factual allegations as true, and we

draw all reasonable inferences in favor of the nonmoving party. 

a Rule

12(b)(6) motion to dismiss, the complaint “must contain sufficient facts to state a claim

that is ‘plausible on its face.’” E.I. du Pont de Nemours & Co. v. Kolon Indus., Inc., 

, 440 (4th Cir. 2011) (quoting Bell Atl. Corp. v. Twombly, 

, 570

(2007)). We may also consider documents attached to the complaint or the motion to

dismiss when conducting our review, “so long as [the documents] are integral to the

complaint and authentic.” 

(citation omitted).

                                            1.

      We begin with the Nonmember Plaintiffs’ appeal, which turns on the question of

membership. Only a “member or subordinate body of a labor organization” may file suit

under the LMRDA for alleged violations of the Act’s trusteeship provisions. 29 U.S.C.

§ 464(a). Given that the Nonmember Plaintiffs’ purported admission to the Union failed

to comply with the majority-approval bylaw, the ILA Defendants argued that these

plaintiffs could not be deemed members of the Union.        The district court agreed. It

determined that membership was a necessary element for an LMRDA cause of action

                                           11
and, given the Nonmember Plaintiffs’ inability to satisfy this requirement, dismissed their

claim pursuant to Rule 12(b)(6). ILA, Local 333 v. ILA, AFL-CIO, No. CCB-15-00813,

, at *4–5 (D. Md. Oct. 30, 2015).             On appeal, the Nonmember

Plaintiffs argue that the district court failed to properly consider the relevant alleged

facts: namely, that the Union has never applied the majority-approval bylaw.

       We commence our analysis by defining the term “member” under the LMRDA,

which includes, in relevant part, “any person who has fulfilled the requirements for

membership” in the labor organization. 29 U.S.C. § 402(o). Notably, the LMRDA’s

protections are not limited “to those who have been [formally] admitted to membership in

a labor organization and who are recognized as members by that organization.” Hughes

v. Local No. 11 of Int’l Ass’n of Bridge, Structural & Ornamental Ironworkers, AFL-

CIO, 

, 815 (3d Cir. 1961). Rather, “the Act’s protection is extended to those

who are everything that members are, to those who are in substance members, despite the

fact that the officials of the particular labor organization have not performed the

ministerial acts precedent to formal admission and recognition.” 

Because the Union has never utilized the majority-approval bylaw, the Nonmember

Plaintiffs argue, any purported failure to comply with this bylaw cannot prevent the

applicants’ proper admission to membership. They contend that because they otherwise

satisfied the requirements for membership, they are “in substance members” and are

thereby able to state a claim under the LMRDA. Accordingly, their argument turns on

whether the majority-membership vote constitutes a mere “ministerial” act.



                                            12
       Although this Circuit has not yet spoken on this specific issue, we find the

reasoning of our sister circuits to be persuasive. Where a union’s constitution requires it

to accept every eligible applicant for membership, an eligible applicant that satisfies all

the membership requirements will be considered an “in substance member” despite the

union’s failure to formally admit the applicant. See 

–16. Under

this analysis, the union’s approval of the membership application is nothing more than a

ministerial formality. However, where the union retains discretion over membership

decisions, a rejected applicant will not be deemed an “in substance member” even if she

otherwise satisfied the requirements for membership.         See Brady v. Int’l Bhd. of

Teamsters Local 817, 

, 389–90 (2d Cir. 2014) (requirements for union

membership are not ministerial where the union constitution reserved discretion to reject

the application); Stanley v. Int’l Bhd. of Elec. Workers, AFL-CIO CLC, 207 Fed. App’x

185, 188 (3d Cir. 2006) (same); Gavin v. Structural Iron Workers Local No. 1, 

, 31 (7th Cir. 1977) (application approval is not ministerial where the union

constitution reserved discretion to reject a transfer applicant). This is true even if the

union “only rarely exercised its discretion to reject an eligible applicant.” 

.    Indeed, in adopting this reasoning, one circuit determined that the

requirement of a favorable membership-majority vote “can hardly be characterized as a

mere formality or ministerial act” for admission to the union. Moynahan v. Pari-Mutuel

Emp. Guild of Cal., Local 280, 

, 210 (9th Cir. 1963).

      Applying the above formulation to this case, we observe “[t]here is no provision in

the [ILA] Constitution that requires [the Union] to accept all eligible applications.” See

                                            13


. Rather, the ILA Constitution expressly provides that “[Local

unions] are permitted to establish additional requirements for membership so long as

these requests comply with applicable law.” J.A. 94. One such requirement was the

majority-approval vote by the Union’s membership, which clearly endowed the Union

with “discretion over membership decisions.” 

. The majority-

approval vote is therefore not a ministerial step in the membership process, and these

plaintiffs – who openly acknowledge that they did not obtain the necessary votes for

admission – cannot qualify as “in substance members” of the Union.

      The Nonmember Plaintiffs attempt to distinguish Brady by arguing that the bylaw

in this case was never rather than rarely exercised. This argument misses the point: the

bylaw gave the Union discretion over the applicants’ admission, and whether the Union

ever chose to exercise this discretion is immaterial.    See 

.

Moreover, the district court correctly observed that the majority-approval bylaw was

written with “express and unambiguous language.” ILA, Local 333, 

,

at *5. A union’s constitution “is a contract between the [u]nion and its members,” Int’l

Org. of Masters v. Prevas, 

, 343 (4th Cir. 1999) (citation omitted), and

“express terms are given greater weight than course of performance [or] course of

dealing” when interpreting contractual terms, Riethman v. Berry, 

, 277 (3d

Cir. 2002) (quoting Restatement (Second) of Contracts § 203(b) (1981)). Accordingly,

the Union’s alleged course of performance regarding the majority-approval vote does not

render the bylaw ministerial, nor should this course of performance be afforded greater

weight than the bylaw’s express and unambiguous language.

                                          14
       For the above reasons, we agree with the district court’s reasoning and affirm.

                                            2.

       We turn next to the Member Plaintiffs’ claim. Under the LMRDA, trusteeships

may be established “for the purpose of correcting corruption or financial malpractice,

assuring the performance of collective bargaining agreements or other duties of a

bargaining representative, restoring democratic procedures, or otherwise carrying out the

legitimate objects of such labor organization.”        29 U.S.C. § 462.       Trusteeships

implemented in accordance with the procedural requirements of a union’s constitution

and bylaws “shall be presumed valid for a period of eighteen months from the date of its

establishment.”    29 U.S.C. § 464(c).      Accordingly, to successfully challenge the

imposition of the trusteeship during this period, a plaintiff “must either demonstrate that

the trusteeship was not imposed in conformity with procedural requirements, or, [she]

must produce ‘clear and convincing’ proof that the trusteeship was not established or

maintained in good faith for a purpose allowed by statute.” Teamsters Local Union No.

406 v. Crane, 

, 712 (6th Cir. 1988). A plaintiff may assert the absence of

good faith by adequately alleging “that the proffered reasons for imposing the trusteeship

are pretextual.” 

       In the complaint, the Member Plaintiffs posit that the imposition of the trusteeship

violated the LMRDA because the allegedly legitimate purpose for the trusteeship, to




                                            15
restore democratic order, was pretextual. 1 They asserted that the trusteeship was imposed

primarily to sideline the Union’s democratically-elected officers, seize control of the

Union, and exert influence over the upcoming CBA vote. The district court concluded

that these allegations “f[ell] short.” ILA, Local 333, 

, at *6. The court

focused on the Plaintiffs’ concession that they failed to comply with the majority-

approval bylaw when admitting new members in the months preceding the CBA vote.

“While it may be conceivable that the ILA [D]efendants imposed the trusteeship as

pretext for controlling the upcoming votes [on the CBA],” the court reasoned, “the

plaintiffs’ reliance on a timeline dictated by their violations of the bylaws is not enough

to push ‘their claims across the line from conceivable to plausible.’” 

(quoting

). It therefore found that Plaintiffs had failed to adequately

state a claim under the LMRDA. 

of the complaint demands the opposite conclusion. By focusing

primarily on the bylaw violation, the district court gave inadequate consideration to

several additional factual allegations that, taken together, illustrate a plausible claim of




       1
          The complaint also alleged that the December 4 trusteeship hearing was not a
“fair hearing.” J.A. 109. The district court determined that this allegation was
conclusory and, even when viewing the alleged facts in a light favorable to Appellants,
concluded that the ILA imposed the trusteeship “in accordance with the ‘minimum fair
hearing requirements.’” ILA, Local 333, 

, at *6 (citation omitted).
Because Appellants do not raise in this appeal any arguments of procedural deficiencies
as to the imposition of the trusteeship, we do not address the above allegation here.

                                            16
pretextual intent. 2 For example, the complaint alleges that the ILA repeatedly removed

McKenzie as president to silence his advocacy, gain control over the Union, and exert

influence over the CBA ratification process.      After suspending all members of the

predominantly African American executive board, the ILA allegedly brought back the

only white member, Cowan, to engage in CBA negotiations. According to the complaint,

Cowan had been the only board member to openly oppose McKenzie, and his

employment defied the Union’s practice of using a democratically-elected Wage Scale

Committee to negotiate CBA terms. Moreover, once the ILA successfully revised the

membership lists and ensured its accuracy (thereby obviating the stated purpose of the

trusteeship), it nonetheless chose to continue rather than dissolve the trusteeship. These

allegations suggest that by imposing the trusteeship, the ILA improperly sought to

deprive the Union’s members of their democratic voice during a critical CBA negotiation

process. Contrary to the district court’s conclusion, we are persuaded that the facts

alleged were sufficient to push this “claim[] across the line from conceivable to

      2
         In their brief, Appellants also assert that after the February 2015 vote rejecting
the proposed CBA, the Trustee convinced nineteen crane mechanics to apply for Union
membership so they could vote in favor of the next contract. Appellants’ Br. 15.
Appellants acknowledge that the CBA was approved by the membership in March 2015,
but they assert that this approval would not have been possible without the recently-
added crane mechanics. 

however, that these allegations do not appear
anywhere in the complaint and are raised for the first time in the parties’ briefing.
Because “[i]t is well-established that parties cannot amend their complaints through
briefing,” S. Walk at Broadlands Homeowner’s Ass’n v. Openband at Broadlands, LLC,

, 184 (4th Cir. 2013), we decline to consider these allegations in our review
of the district court’s 12(b)(6) dismissal.


                                            17
plausible” regarding Defendants’ pretextual intent. See 

. We

therefore vacate the dismissal of Count I as to the Member Plaintiffs, and we remand for

further proceedings consistent with this opinion.

                                            III.

       Next, we consider the district court’s dismissal of Count II, wherein the

Nonmember Plaintiffs allege that the denial of their admission into the Union violated

§ 301 of the LMRA. They argue that the district court erred when it dismissed this claim

for lack of subject matter jurisdiction. We review de novo the district court’s dismissal

for lack of jurisdiction for want of standing. 24th Senatorial Dist. Republican Committee

v. Alcorn, 

, 628 (4th Cir. 2016).

       A suit under § 301 “must be a suit either for violation of a contract between an

employer and a labor organization representing employees in an industry affecting

commerce or for violation of a contract between such labor organizations.” Wooddell v.

Int’l Bhd. of Elec. Workers, Local 71, 

, 98 (1991). An international union’s

“constitution may be fairly characterized as a contract between labor organizations.”

United Ass’n of Journeymen & Apprentices of Plumbing & Pipefitting Indus. v. Local

334, 

, 619 (1981). However, only those with “personal standing” to enforce

the underlying contract may bring suit under § 301, such as individual union members

who are “often the beneficiaries” of union constitutions. See 

n.4, 101.

       Accordingly, the district court properly determined that whether the Nonmember

Plaintiffs have standing to bring this claim turns on whether they can be deemed

                                            18
“members” of the Union. ILA, Local 333, 

, at *7–8. For the reasons

asserted above, we conclude that these plaintiffs were not members of the Union and

were not intended beneficiaries of the ILA Constitution. The record before the district

court in this case was sufficient to decide this jurisdictional question, and the court did

not err when dismissing this claim at the pleading stage. See 

.

We therefore affirm.

                                           IV.

       Finally, we turn to Count III of the complaint. Count III alleges violations of a

1970 consent decree issued in an earlier case involving the Union’s predecessors, Locals

829 and 858 (“the Predecessor Locals”).          The decree was entered to enjoin the

Predecessor Locals and related parties from discriminating on the basis of race. It

mandated the merger of the segregated Locals, implemented a race-neutral seniority

system, and imposed various reporting requirements.

       The district court acknowledged that Appellants — who were not parties to the

decree — may nonetheless qualify as intended third-party beneficiaries, a status that

would confer standing to enforce the consent decree. ILA, Local 333, 

,

at *8 (citing Beckett v. Air Line Pilots Ass’n, 

, 286 (D.C. Cir. 1993) and

Bowman v. Md. Mass Transit Admin., 

, at *1 n.1 (4th Cir. 1994)

(unpublished)). Upon its review of the allegations and requested remedies, however, the

district court concluded that Appellants “s[ought] modification of the consent decree

rather than enforcement of its existing terms.” 

       Holding that

nonparties lack standing to modify the terms of a consent decree, the court dismissed

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Count III pursuant to Rule 12(b)(1). 

the Appellants’ sole argument is that

they seek to enforce rather than modify the consent decree’s existing terms. Like the

district court, we find this argument to be without merit.

       Generally, consent decrees are construed as contracts for purposes of enforcement.

Hook v. Ariz. Dep’t of Corr., 

, 1014 (9th Cir. 1992). “[T]he ‘scope of a

consent decree must be discerned within its four corners, and not by reference to what

might satisfy the purposes of one of the parties to it’ or by what ‘might have been written

had the plaintiff established his factual claims and legal theories in litigation.’”

Firefighters Local Union No. 1784 v. Stotts, 

, 574 (1984) (quoting United

States v. Armour & Co., 

, 681–82 (1971)). Notably, “[a] federal district

court may not use its power of enforcing consent decrees to enlarge or diminish the duties

on which the parties have agreed and which the court has approved.”                Johnson v.

Robinson, 

, 1046 (4th Cir. 1993) (citations omitted).

       The complaint alleges numerous instances of racial discrimination in the ports of

Baltimore; it asserts that the ILA has failed to promote African Americans into leadership

positions and that subjective testing criteria, standards for imposing discipline, drug and

alcohol policies, training programs, and clearance credential requirements have a

disparate impact on African Americans or have been enforced in a racially discriminatory

manner. Appellants argue that these actions violated the consent decree’s adoption of a

race-neutral seniority system as well as its broad injunction against racial discrimination

in longshore employment. They therefore request an injunction that would “bar[] further

discriminatory acts or omissions . . . in violation of the spirit or the letter of the decree or

                                              20
in violation of any federal law barring discrimination,” and they request that the court

“affirmatively requir[e] Defendants to implement employment practices that do not

discriminate against Plaintiffs or any African American members of [the Union] and

which operate based on objective, rather than subjective, factors.” J.A. 125.

       The consent decree “permanently enjoined and restrained” the Predecessor Locals

and related parties from “engaging in any act or practice which has the purpose or effect

of discriminating” on the basis of race or color, J.A. 60, and it enumerated four discrete

remedies to effectuate this purpose: it (1) ordered the merger of the segregated Locals;

(2) imposed a race-neutral seniority system; (3) ordered STA to engage in negotiations to

assure that African Americans, “without discrimination,” are “selected for the position of

ship foremen . . . in a manner designed to correct the effects of past discrimination;” and

(4) ordered reporting requirements over a five-year period. J.A. 61-67. Although the

consent decree uses language that enjoins engagement in any discriminatory practice, it

plainly did not envision a remedy that combats race discrimination in every aspect of

employment at the Port. The complaint makes clear that Appellants seek an injunction

that (1) “bar[s] further discriminatory acts or omissions” violating the decree or “any

federal law barring discrimination” not considered by the decree and (2) “affirmatively

requir[es]” the implementation of new or improved employment practices related to

training, testing, certification, and discipline, aspects of longshore employment that were

not identified or addressed by the decree.       J.A. 125 (emphasis added).       Because

Appellants request remedies that would greatly “enlarge . . . the duties on which the

parties have agreed and which the court has approved,” 

                                            21
(citations omitted), we agree with the district court that Appellants seek to modify rather

than enforce the terms of the consent decree.

       Accordingly, we affirm the dismissal of Count III for lack of standing.

                                            V.

       For the reasons set forth above, the judgment is affirmed in part, vacated in part,

and the case is remanded for further proceedings.

                                                                    AFFIRMED IN PART,
                                                                     VACATED IN PART,
                                                                      AND REMANDED




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