Petitioner union brought an action in June, 1968, seeking
damages and injunctive relief for respondent's alleged breach of
their collective bargaining agreement, charging that respondent had
"continually violated" the contract since June, 1966, by refusing
to abide by any of its terms. The agreement provided for
arbitration "of any difference . . . which cannot be settled . . .
within 48 hours of the occurrence." The District Court held that
respondent "was bound by the memorandum agreement to arbitrate
labor disputes within the limits of the arbitration clause," but
found the union guilty of laches, and dismissed the action. The
Court of Appeals affirmed.
Held: As the District Court found, the parties did
agree to arbitrate and, the existence and scope of an arbitration
clause being matters for judicial decision, the phrase "any
difference" encompasses the issue of laches within the broad sweep
of its arbitration coverage. Pp. 490-492.
440 F.2d 557, reversed.
BRENNAN, J., delivered the opinion of the Court, in which
DOUGLAS, STEWART, WHITE, MARSHALL, BLACKMUN, and REHNQUIST, JJ.,
joined. POWELL, J., filed a dissenting opinion, in which BURGER,
C.J., joined,
post, p.
406 U. S.
492.
Page 406 U. S. 488
MR. JUSTICE BRENNAN delivered the opinion of the Court.
In November, 1968, petitioner brought an action in the United
States District Court for the Northern District of Illinois,
seeking damages and injunctive relief for an alleged breach by
respondent of their collective bargaining agreement. The complaint
charged that, since June 1, 1966, respondent had "continually
violated" the contract by refusing to abide by any of its terms,
including wage, hiring hall, and fringe benefit provisions. The
agreement, which incorporated the terms of master contracts between
petitioner and a local contractors' association, provided for
arbitration of "any difference . . . between the parties hereto
which cannot be settled by their representatives, within 48 hours
of the occurrence."
The District Court dismissed petitioner's action for failure to
state a claim, and noted, but did not pass upon, two additional
contentions of the company -- "that (1) no contract was ever
created, and (2) . . . , if consummated, the agreement was
subsequently abandoned by the union." No. 68-C-2091 (April 14,
1969) (unreported). The court suggested that the parties arbitrate
the binding effect of their contract. When the company refused to
arbitrate either that issue or "the subsequent issues of possible
violations," petitioner filed an amended complaint to compel
arbitration.
In moving to dismiss the amended complaint, respondent again
denied the existence of a binding agreement and argued that the
Union's delay in seeking arbitration constituted laches barring
enforcement of the contract. The District Court initially denied
the motion, holding that,
"if the employer consented to the alleged collective bargaining
agreement, the laches issue should be decided by the arbitrator,
rather than the federal courts."
Id. (Aug. 26, 1969) (unreported). But after conducting
an evidentiary hearing on the scope of the arbitration
Page 406 U. S. 489
clause, the court entered an order dismissing the complaint.
Id. (Dec. 4, 1969) (unreported). Though agreeing that
respondent "was bound by the memorandum agreement to arbitrate
labor disputes within the limits of the arbitration clause," the
court found that there had been no contact between the parties from
the time of the signing in 1964 until the summer of 1968. It
therefore concluded that the Union was guilty of laches in seeking
enforcement:
"The master agreement contemplates initiation of arbitration
proceedings if any dispute is not settled within 48 hours of its
occurrence, and further provides that the Board of Arbitrators
shall meet 'within six (6) days.' Yet demand for arbitration was
not made in this case until April, 1969, almost five years from
Flair's first alleged failure to comply with the contract and
nearly three years from the inception of the alleged breach sought
to be arbitrated."
"
* * * *"
"To require Flair to respond, through arbitration, to general
charges of noncompliance with contract provisions allegedly
beginning more than two years before this suit was filed would
impose an extreme burden on its defense efforts. . . . [T]o compel
arbitration would reward plaintiff for its own inaction and subject
defendant to the risk of liability because of actions taken or not
taken in reliance on plaintiff's apparent abandonment."
The Court of Appeals affirmed the order by divided vote. 440
F.2d 557 (1971). Its opinion read the memorandum of the District
Court to hold that the collective bargaining agreement was still in
effect, and that, therefore, the question for decision was
"whether a court may properly dismiss the complaint on the basis
of laches resulting from dilatory notification of the existence
Page 406 U. S. 490
of a dispute in a suit brought to compel arbitration with regard
to the dispute."
Id. at 557-558. The court then addressed this Court's
decision in
John Wiley & Sons v. Livingston,
376 U. S. 543
(1964). There, an employer refused to arbitrate on the ground that
the union, among other things, had failed to follow grievance
procedures required by the collective bargaining agreement. We
ordered arbitration, holding that,
"[o]nce it is determined . . . that the parties are obligated to
submit the subject matter of a dispute to arbitration, 'procedural'
questions which grow out of the dispute and bear on its final
disposition should be left to the arbitrator."
Id. at 557. The Court of Appeals distinguished
Wiley on the ground that the procedural question there
concerned "intrinsic" untimeliness, relating solely to the
requirements of the contract. Here, on the other hand, the question
was one of "extrinsic" untimeliness, based not on a violation of
contract procedures, but on the failure to give timely notice under
the equitable doctrine of laches. Therefore, according to the
court, the matter was within its province to decide, for "
we
are not indulging in the judicially unwarranted task of
interpreting the collective bargaining agreement.'" 440 F.2d at
560, quoting Amalgamated Clothing Workers v. Ironall Factories
Co., 386 F.2d 586, 591 (CA6 1967). We granted certiorari. 404
U.S. 982 (1971).
Petitioner contends that the Court of Appeals erred in limiting
Wiley to cases of "intrinsic" delay because the issue of
delay, whether "intrinsic" or not,
"necessarily involves a determination of the merits of the
dispute and bears directly upon the outcome and is accordingly for
an arbitrator and not the federal court to decide."
Brief for Petitioner 21. In other words, petitioner argues that,
even if the parties have not agreed to arbitrate the laches issue,
Wiley requires that the arbitrator resolve
Page 406 U. S. 491
the question as an integral part of the underlying contract
dispute.
We need not reach the question posed by petitioner, for we find
that the parties did, in fact, agree to arbitrate the issue of
laches here. Although respondent denies that it ever signed a
binding contract with petitioner, the District Court found to the
contrary, and held that the company "was bound by the memorandum
agreement to arbitrate labor disputes within the limits of the
arbitration clause." That clause applies to "any difference,"
whatever it may be, not settled by the parties within 48 hours of
occurrence. There is nothing to limit the sweep of this language or
to except any dispute or class of disputes from arbitration. In
that circumstance, we must conclude that the parties meant what
they said -- that "any difference," which would include the issue
of laches raised by respondent at trial, should be referred to the
arbitrator for decision.
* The District
Court ignored the plain meaning of the clause in deciding that
issue.
Of course, nothing we say here diminishes the responsibility of
a court to determine whether a union and employer have agreed to
arbitration. That issue, as well as the scope of the arbitration
clause, remains a matter for judicial decision.
See Atkinson v.
Sinclair Refining Co., 370 U. S. 238,
370 U. S. 241
(1962). But once a court finds that, as here, the parties are
subject to an agreement to arbitrate, and that agreement extends to
"any difference" between them, then a claim that
Page 406 U. S. 492
particular grievances are barred by laches is an arbitrable
question under the agreement.
Compare Iowa Beef Packers, Inc.
v. Thompson, 405 U. S. 228
(1972). Having agreed to the broad clause, the company is obliged
to submit its laches defense, even if "extrinsic," to the arbitral
process. The judgment of the Court of Appeals is
Reversed.
* Respondent's attorney admitted as much in the hearing before
the District Court. Though contending that the binding effect of
the contract was an issue for the court, and not the arbitrator, he
agreed that "laches is another thing. I can go along on this being
an arbitrable question, I suppose, if you have got a contract. . .
." App. 93.
MR. JUSTICE POWELL, with whom THE CHIEF JUSTICE joins,
dissenting.
Through the exercise of formal logic, the majority reaches a
result that I believe is unjust. A full statement of the facts is
necessary to put this case in proper perspective. Flair Builders,
Inc. (Flair), is a small independent construction firm. The
International Union of Operating Engineers, Local 150, AFL-CIO (the
Union), had a master collective bargaining agreement in effect with
many contractor associations in Flair's area. On May 12, 1964, the
Union and Flair signed a memorandum agreement which adopted the
terms of the then-existing master bargaining agreement. The
memorandum provided that Flair would be bound by any future master
agreement entered between the Union and the contractor
associations. Flair had only one employee at the time it signed the
memorandum agreement with the Union. This employee joined the
Union, but left Flair's employment about two weeks later. His job
was filled successively by employees who operated the only piece of
equipment owned by Flair. None of these successor employees
belonged to the Union.
In the ensuing years, Flair prospered, and added a modest amount
of additional equipment. By 1967, it owned four pieces. Throughout
the period from May, 1964, until the summer of 1968, Flair operated
all of its equipment with nonunion employees. During this period of
more
Page 406 U. S. 493
than four years, Flair heard nothing whatever from the
Union.
In 1966, without Flair's knowledge, the Union and the contractor
associations entered into a new master agreement which contained a
provision that:
"Should any difference arise between the parties hereto which
cannot be settled by their representatives, within 48 hours of the
occurrence, such difference shall be submitted to arbitration."
It further provided that the arbitrators should meet within six
days after it was determined that the dispute could not be settled.
Although Flair was not a party to the new 1966 master agreement,
and received no notice of its execution from the Union, the
District Court determined that Flair was "bound" by virtue of the
incorporation provision in the memorandum agreement signed in
1964.
It is apparent that the Union either forgot about its 1964
agreement with Flair or considered Flair's small operation to be of
no consequence. For a long time, everyone seemed happy, and things
went well. Then, in June, 1968, four years after the agreement was
entered, a Union business agent visited Flair. This was the first
such visit since May, 1964. The business agent found that Flair's
four employees were nonunion, and he also complained about their
wages. Flair refused to recognize any obligation to the Union.
After the lapse of another five months, on November 7, 1968, the
Union filed a complaint against Flair in the District Court seeking
specific performance of the alleged collective bargaining agreement
and monetary damages in the amount of $100,000. Flair's motion to
dismiss for failure to state a cause of action was sustained by the
District Court on April 14, 1969, in a memorandum opinion which
suggested that the parties arbitrate their differences. Pursuant to
leave of court, the Union filed an amended complaint on June 3,
1969, alleging that, on
Page 406 U. S. 494
April 18, 1969, the Union had demanded "immediate arbitration,"
and that Flair had refused. In its answer to the amended complaint,
Flair asserted various defenses, including abandonment of the
contract and laches in asserting "any purported rights or claims
thereunder."
After an evidentiary hearing, the District Court concluded that
the Union had been "guilty of laches by its unjustified delay in
the enforcement of its contract with defendant," and dismissed the
complaint. The Court of Appeals for the Seventh Circuit, with one
judge dissenting, agreed that laches was a bar to the Union's
belated assertion of the right to arbitrate, and affirmed the
judgment of the District Court.
In its opinion today, the Court looks solely at the clause in
the master collective bargaining agreement which provided for
arbitration of "any difference" between the parties, and holds:
"[T]hat the parties meant what they said -- that 'any
difference,' which would include the issue of laches raised by
respondent at trial, should be referred to the arbitrator for
decision. [
Footnote 1]
Page 406 U. S. 495
Yet the phrase 'any difference,' if given its normal meaning in
a labor contract, refers to disputes relating to hours, wages,
fringe benefits, seniority, grievances, and to other issues
customarily arising within the terms of a collective bargaining
agreement. I cannot believe that this language was intended to
include the arbitration of an equitable defense asserted against
the enforceability of the entire contract. Indeed, the Union itself
did not construe the language to cover arbitration of this issue,
as it asserted no such claim until after the District Court
suggested it. [
Footnote 2]"
But my dissent does not turn solely on an interpretation of the
arbitration clause, or of any other provision of the agreement. The
defense of laches is equitable in nature. The customary situation
in which it is invoked is where a contract does exist and, but for
laches of one of the parties, would be enforceable. In this case,
Flair relied in substance on two defenses: (i) that the 1964
memorandum agreement (the only agreement Flair ever signed) had
been abandoned by the Union; and (ii) that, even if it had not been
abandoned and the arbitration clause was as broad as this Court
construes it to be, the defense of laches was available as an
affirmative defense. The essence of the latter defense is that the
Union, by virtue of its conduct and Flair's reliance thereon, was
estopped and precluded from enforcing any and all provisions of the
contract, including the arbitration clause. This position was
sustained by the courts below. The Court of Appeals correctly
held:
"The factual context of this appeal thus narrows the issue
before us to the question of whether a party
Page 406 U. S. 496
to a collective bargaining agreement which contains an
arbitration clause may be so dilatory in making the existence of
vaguely delineated disputes known to the other party that a court
is justified in refusing to compel the submission of such disputes
to arbitration."
440 F.2d 557, 559 (1971).
The District Court, which heard the testimony of the parties,
emphasized the burden imposed upon Flair by the Union's prolonged
and unexplained delay and the ambiguity of its various
positions:
"To require Flair to respond, through arbitration, to general
charges of noncompliance with contract provisions allegedly
beginning more than two years before this suit was filed would
impose an extreme burden on its defense efforts. Especially is this
so when, as demonstrated at the hearing, Flair understandably
considered the contract to have been abandoned soon after its
inception. Plaintiff has offered no explanation for its delay in
enforcement; yet to compel arbitration would reward plaintiff for
its own inaction and subject defendant to the risk of liability
because of actions taken or not taken in reliance on plaintiff's
apparent abandonment."
I am aware of the strong policy considerations in favor of the
arbitration of union-management disputes.
John Wiley & Sons
v. Livingston, 376 U. S. 543
(1964). But neither
Wiley nor any other case, to my
knowledge, has forced arbitration upon a party in circumstances
such as these, where the equitable doctrine of laches was clearly
applicable and was asserted. We would be well advised to recall
Chief Justice Marshall's admonition:
"[I]t is desirable to terminate every cause upon its real
merits, if those merits are fairly before the court, and to put an
end to litigation where it is in
Page 406 U. S. 497
the power of the court to do so."
Church v.
Hubbart, 2 Cranch 187,
6 U. S. 232
(1804).
The effect of today's decision on Flair seem fairly clear. The
Court's opinion imposes on this small business the "extreme burden"
that the District Court found would result from requiring
arbitration. Mr. Justice Cardozo once observed that litigation is a
rare and catastrophic experience for the vast majority of men.
[
Footnote 3] If Flair survives
the long excursion to this Court, the arbitration that the majority
requires, and a possible return to the District Court which already
has ruled in its favor, it surely possesses more tenacity and
better financial resources than the average small business. One may
doubt whether many small businessmen would believe today's result
possible.
The effect of the Court's decision also could be far-reaching in
the law of labor-management relations. It appears that the
long-accepted jurisdiction of the courts may now be displaced
whenever a collective bargaining agreement contains a general
arbitration clause similar to that here involved. If in such
circumstances the affirmative defense of laches can no longer be
invoked in the courts, what of other affirmative defenses that go
to the enforceability of a contract? Does the Court's opinion vest
in arbitrators the historic jurisdiction of the courts to determine
fraud or duress in the inception of a contract? It seems to me that
the courts are far better qualified than any arbitrators to decide
issues of this kind. These are not questions of "labor law," nor
are they issues of fact that arbitrators are peculiarly well
qualified to consider. They are issues within the traditional
equity jurisdiction of courts of law and issues which the courts
below appropriately resolved. I would affirm the judgment of the
Court of Appeals.
[
Footnote 1]
It should be noted that this language was added to the master
contract in 1966 without the knowledge of Flair, at a time when it
had every reason to believe that the Union -- from which it had
heard nothing for more than two years -- had abandoned the initial
memorandum agreement of May 12, 1964. Flair had no union employees,
and had received no demands or notices of any kind from the Union.
But, whatever the situation may have been in 1966, the subsequent
history of this remarkable performance corroborates the view that
neither Flair nor the Union was conscious of the existence of a
collective bargaining agreement or of a right to arbitrate
anything.
Even after a union business agent visited Flair's jobsite in
1968 and discovered "a non-union employee operating a piece of
equipment," no action was taken by the Union until a suit for
specific performance and damages was filed some five months later.
No demand was made for arbitration, and no claim of any right to
arbitration was made in the original complaint. The District Court,
not the Union, first suggested the possibility of arbitration. In
these circumstances, and with all respect, I find no support
whatever in the record for the Court's holding "that the parties
did in fact, agree to arbitrate."
[
Footnote 2]
See n 1,
supra.
[
Footnote 3]
B. Cardozo, The Nature of the Judicial Process 128 (1921).