USCA1 Opinion

UNITED STATES COURT OF APPEALS

FOR THE FIRST CIRCUIT
____________________

No. 95-1178

THOMAS QUESNEL,

Plaintiff - Appellant,

v.

PRUDENTIAL INSURANCE COMPANY,

Defendant - Appellee.

____________________

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

[Hon. Michael Ponsor, U.S. District Judge]

___________________

____________________

Before

Torruella, Chief Judge,

___________

Lynch, Circuit Judge,

_____________

and Casellas,* District Judge.

______________

_____________________

John F. Moriarty, Jr., with

______________________

whom Moriarty & Neves was

_________________

on

brief for appellant.

Burton J. Fishman, with whom Tucker, Flyer & Lewis and Kevin
_________________
_____________________
_____
Patrick Reilly were on brief for appellee.
______________

____________________

September 25, 1995

____________________

____________________

Of the District of Puerto Rico, sitting by designation.

TORRUELLA,
TORRUELLA,

Chief
Judge.
Chief
Judge
_____________

Plaintiff-appellant

Thomas

Quesnel challenges the district court's dismissal of his wrongful

termination action, originally

brought in

state court,

against

his former employer, Prudential Insurance Company ("Prudential").

The

district

analysis of

parties,

and

court

the

found

that

collective

accordingly

federal labor law.

Quesnel's

bargaining

held the

claim

agreement

claim

to

necessitated

binding

the

be preempted

by

For the following reasons, we affirm.

BACKGROUND
BACKGROUND

Quesnel

began

district agent, and

returned

to the

his

employment

became a sales

level of

at

manager in

district agent

Prudential

1991.

He

in September

as

later

of that

year.

Throughout Quesnel's period

of employment,

Prudential

had a

collective bargaining agreement (the "CBA") with the Union

of Food and

"district

Commercial Workers (the

agents"

membership.1

working for

"Union") which covered

Prudential, regardless

This CBA contained

Specifically, Article I of the CBA states:

The

Employer agrees

to and

hereby does

recognize, to the extent required

by the

National Labor Relations Act, as amended,

The Union as the exclusive representative
for the purposes of collective bargaining
in

respect to rates of pay, wages, hours

of

employment,

employment,

of

or

of union

the terms by which Prudential's

____________________

all

other conditions

of

all District
Agents
______________________

employed or hereafter
the Employer . . . .

(Emphasis added).

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to be employed

by

agents

inter
_____

were employed and compensated.

alia,
____

grievance

procedures,

arbitration of grievances for

Prudential

were also

The CBA

which

also set forth,

provided

wrongful termination.

parties to

a standard

for

the

Quesnel and

Agent's Agreement,

which set forth the scope of the agency relationship.

Quesnel was

action in Massachusetts

terminated in March

state court in

1992.

He

filed this

May 1994, claiming

that

Prudential

had terminated him for the purpose of denying him his

earned commissions, which, under Massachusetts law, is considered

a wrongful termination.

See Fortune National Cash Register Co.,

___ ___________________________________

373 Mass. 96, 104-05 (1977).

United States

and

Prudential

District Court for the

District of Massachusetts,

moved to dismiss Quesnel's claim on

preempted by federal

exhaust his

argued,

controlled

employment

by the

had failed

available to him

Quesnel responded that he was not

and therefore not

his

the grounds that it was

and that Quesnel

administrative remedies

terms of the CBA.

the Union

labor law

removed the case to the

to the CBA.

relationship

Agent's

independent of the CBA,

a party

with

Agreement, which,

to

under the

a member of

Instead,

he

Prudential

was

he asserted,

was

and thus his claims were

not preempted.

Accordingly, Quesnel moved for remand to state court.

On

February

Prudential's motion

remand.

1,

1995,

the

district

to dismiss and denied

The district court

court

granted

Quesnel's request for

ruled that because

"no court could

begin to address [Quesnel's] claims here without immersing itself

in

the CBA,"

Quesnel's state

law

-3-

claims were

preempted under

principles

of federal

labor

Quesnel's claim because it

law.

The court

then

was governed by the NLRA

dismissed

and because

Quesnel was time barred from any recovery.2

DISCUSSION
DISCUSSION

A.
A.

Standard of Review
Standard of Review
__________________

Appellate

review of a district court's dismissal under

Fed. R. Civ. P. 12(b)(6) is plenary.

We therefore apply the same

standard as did the district court, that "'a complaint should not

be

dismissed

beyond

support

for failure

doubt that

of

Miranda v.
_______

his

to state

the plaintiff

claim

claim unless

can prove

which would

no set of

entitle

Ponce Fed'l Bank, 948 F.2d

_________________

41, 44

him

to

it appears

facts in

relief.'"

(1st Cir.

(quoting Conley v. Gibson, 355 U.S. 41, 45-46 (1957)).

1991)

______

B.
B.

______

Preemption of Quesnel's Claim

Preemption of Quesnel's Claim
_____________________________

The sole issue before us is whether Quesnel's state law

claims are preempted

as a matter

Labor-Management Relations

of law under

Act,

29 U.S.C.

301(a) of

185(a).3

It

the

is

____________________

The CBA sets

forth grievance and

wrongful termination.
the

time

limit for

Quesnel did not pursue these remedies, and

seeking relief

Finding that Quesnel was

accordingly

arbitration procedures for

under

the CBA

subject to the CBA, the

dismissed his

claims for

has lapsed.

district court

failure to

exhaust these

administrative remedies.

Section 301(a) provides:

Suits for violation of

an

employer

representing
affecting
chapter,

and

organizations,

labor

employees

commerce
or

contracts between

as

between
may

in

an

industry

defined in
any

be

organization

such

brought

this
labor

in

any

district

court

having

of

the

jurisdiction

of

United
the

States
parties,

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well-established that

301 completely preempts a state law claim

if

the claim

the resolution

of

substantially depends on the

agreement.

Lingle
______

necessitates

analysis of,

or

meaning of, a collective bargaining

v. Norge Division of Magic Chef, Inc.,

____________________________________

U.S. 399, 405-06 (1988); Allis-Chalmers Corp. v.

____________________

486

Lueck, 471 U.S.

_____

202, 220 (1985); Magerer v. John Sexton & Co., 912 F.2d 525, 528
_______
__________________

(1st Cir. 1990).

1. Does Quesnel's claim require interpretation of the

1. Does Quesnel's claim require interpretation of the
__________________________________________________
CBA?
CBA?
____

Assuming

determine whether

necessitates

meaning of,

Quesnel

is

subject

resolution of his

analysis

of,

to

the

claims in the

or substantially

found

we

must

instant case

depends

upon

the

the CBA. If so, then his claims must be dismissed as

preempted in light of the foregoing principles.

examined the

CBA,

CBA, we

that the CBA is

Quesnel's claims.

think

that the

district court

directly implicated in

The CBA sets

Having carefully

correctly

any resolution of

forth the terms and scope of the

employment

rates

of

relationship of

pay,

Significantly,

the

wages,

CBA

indeed wrongfully

follow

sets

agents,

conditions

forth

grievance

encompassing

of

employment.

procedures

Determination of whether

terminated,

grievance procedures

precludes

district

and

alleged wrongful termination.

was

all

set

and whether

forth in

Quesnel

his failure

the CBA

for

to

nonetheless

his claim would require a court, as the district court

____________________

without

respect

controversy

or

to
without

the

amount

in

respect to

the

citizenship of the parties.

-5-

found, to immerse itself

the

CBA is

claim.

therefore

in the CBA's terms.

crucial to

any

Interpretation of

resolution of

Quesnel's

-6-

2. Is Quesnel subject to the CBA?

2. Is Quesnel subject to the CBA?
______________________________

Because

we find

require interpretation

that resolution

of the CBA,

of Quesnel's

his claims are

claims

preempted if

Quesnel is indeed

subject to

does not

this; rather,

dispute

relationship

with Prudential

the CBA's terms.

he claims

be

adjudicated in

argues,

there

state

exists a

that his

was governed

solely by the Agent's Agreement, and

court.

Quesnel

wisely

employment

not by the

CBA, but

therefore his claims should

At

the very

genuine issue

of

least,

material fact

Quesnel

as to

whether he is subject to the CBA.4

Whether

however,

Quesnel is subject to the CBA is in this case,

question of

law,

Diagnostics Systems, Inc., 50

__________________________

not

of fact.

F.3d 1115,

(interpretation of contract is a question of

v. Sprafkin,
________

examining

3 F.3d

530, 534

(1st

See
___

Coll v.
____

1122 (1st Cir.

PB
__

1995)

law); Whitney Bros.

_____________

Cir. 1993)

(same).

After

the CBA and the Agent's Agreement, we conclude that it

is

clear

First,

that Quesnel

the

CBA

is indeed

was effective

subject

on

the

to the

date

CBA's terms.

Quesnel became

district agent, and by its terms encompasses "all District Agents

employed or

hereafter to

be employed" by

Prudential, including

those agents employed in the company's Massachusetts offices.

____________________

Quesnel contends

that because the district court

the pleadings by considering the CBA, the

an affidavit
motion

of Quesnel,

to dismiss as one for summary

therefore

apply the

judgment decisions.
as

it was actually

matter

arguments

of law

regarding

standard

that
the

appropriate

-7-

treating Prudential's

applicable to

summary

however, because we conclude

Quesnel's

irrelevant.

Agent's Agreement, and

judgment, and that we must

of review

As we explain,

went beyond

claim

is preempted,

standard

of

review

his

are

Second, regardless

Union member, he

is a

of the fact that Quesnel

member of the

was not a

bargaining unit for

benefit

the CBA was

created.

The Union

was and

under

9(a) of the

National Labor Relations

whose

is obligated

Act, 29 U.S.C.

159(a), to represent the interests of all employees in collective

___

bargaining, including

171

nonmembers.

See
___

Vaca v. Sipes,
____
_____

386 U.S.

(1967) (unions must fairly represent all employees in a unit

for which it is exclusive bargaining representative).

Therefore,

the fact that

Quesnel is not a Union member

from the bargaining unit

See Saunders v.
___ ________

Cir.

does not remove him

for whose benefit the CBA

Amoco Pipeline Co., 927 F.2d

___________________

1991) (individual employee is bound

1154, 1156

Quesnel essentially concedes that

bargaining

invoked

unit of

the

CBA's

the CBA,

properly chose not to.

avenues

of

bargaining

employed,

having

unit and

received

the

Quesnel

procedures set forth

cannot

in the

now

been

benefits

disclaim

it.

CBA is exclusive

could have
_____

procedures,

Quesnel cannot pick and

however;

member of the

that he

arbitration

remedy,

Indeed, in his

he was a

and maintains

grievance and

(10th

by terms of collective

bargaining agreement even if not a union member).

brief

was created.

but

choose among his

member

of the

of

CBA

The

of other

the

while

grievance

dispute

resolution mechanisms.

Finally,

displaces or in

we do

any way

Agreement does not deal

or

with

not think

that the

substitutes for the

Agent's Agreement

CBA.

with terms and conditions

grievance procedures,

as does

the

CBA.

The

Agent's

of employment

Rather, the

-8-

Agent's

Agreement

merely

delineates

Prudential's

business

policies applicable to district

agents.

Moreover, Articles XXVI

and XXVII of the CBA specifically reference and amend the Agent's

Agreement, a strong

intended

therefore

indication that the Agent's Agreement is not

to supplant,

but merely

to supplement,

find that Quesnel is subject

the CBA.

We

to the terms of the CBA,

and that his claims are, accordingly, preempted.

CONCLUSION
CONCLUSION

For the foregoing reasons, we affirm.

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