Kendall Healthcare Group, Ltd. v. 1199SEIU, United Healthcare Workers East, Florida Region

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA

TAMPA DIVISION

KENDALL HEALTHCARE

GROUP, LTD., et al.

Plaintiffs,

v. Case No: 8:24-cv-0785-KKM-CPT

1199SEIU, UNITED HEALTHCARE

WORKERS EAST, FLORIDA REGION

Defendant.

___________________________________

ORDER

A group of hospitals sue their union for breaching their collective bargaining

agreements by submitting defective dues authorizations, filing unfair labor practice charges,

and refusing to indemnify the hospitals for the cost of defending against those charges. e

union moves to dismiss their complaint or, in the alternative, to stay the second count

pending arbitration. Because the hospitals fail to state a claim on their first count and

because the second count is subject to arbitration, the union’s motion is granted in part and

proceedings are partially stayed.

I. BACKGROUND

e plaintiffs are seventeen hospitals that entered into separate collective-bargaining

agreements (CBAs) with the defendant union, 1199SEIU, United Healthcare Workers

East, Florida Region. Compl. (Doc. 1) ¶¶ 2–19, 22.1 e CBAs are not materially different

with respect to the issues raised here. ¶ 22. Central to the parties’ dispute is Article 46

of the CBAs, which allows “the Union to submit electronic dues authorization forms,

provided that they were signed and authenticated like any other dues authorization.”

¶ 23. Section 5 of Article 46 includes an indemnification provision obligating the union to

indemnify the hospitals for claims arising out of the hospitals’ performance of the terms of

Article 46. ¶ 24.

In July 2021, the parties began disputing whether the hospitals should process dues

authorization forms that did not have an employee’s authenticated signature on them.

¶ 25. e parties were unable to resolve that dispute, and the union responded by filing

unfair labor practice charges against the hospitals. ¶ 29. e National Labor Relations

Board ultimately affirmed the charges’ dismissal and deferred the matters to arbitration in

May 2023. ¶ 35. e union declined to pursue any of the charges in arbitration and the

matter was closed in January 2024. ¶ 36.

1 At the motion-to-dismiss stage, I accept the factual allegations in the complaint as true.

, 516 F.3d 1282, 1284 (11th Cir. 2008).

2

Later that January, the hospitals formally demanded that the union indemnify them

under Article 46, § 5 of the CBAs for the costs incurred in defending against the union’s

unfair labor practice charges. ¶ 39. e union rejected that demand, ¶¶ 40, 53, and

instead filed a grievance claiming that the hospitals’ indemnification demand violated

Article 46, (Doc. 16-2). After proceeding through the grievance process, the union

demanded arbitration on that issue on May 1, 2024. (Doc. 16-3).

e hospitals filed their two-count complaint in March 2024. Compl. Count I

alleges that the union breached Article 46, § 1 of the CBAs by “refus[ing] to provide signed

and authenticated electronic dues authorization forms” and by “fil[ing] 17 [unfair labor

practices] charges against the Hospitals for refusing to make the unauthorized pay

deductions.” Compl. ¶¶ 44–46. Count II alleges the union breached Article 46, § 5 of the

CBAs by refusing to indemnify the hospitals for the costs incurred in defending against the

unfair labor practice charges. ¶¶ 48–53.

e union moves to dismiss both counts or, in the alternative, to stay Count II in

the light of the parties’ pending arbitration. Def.’s Mot. to Dismiss (Doc. 16) (MTD) at 6–

13.

II. LEGAL STANDARD

Federal Rule of Civil Procedure 8(a)(2) requires “a short and plain statement of the

claim showing that the pleader is entitled to relief.” This pleading standard “does not

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require ‘detailed factual allegations,’ but it demands more than an unadorned,

the-defendant-unlawfully-harmed-me accusation.” , 556 U.S. 662, 678

(2009) (quoting , 550 U.S. 544, 555 (2007)). “A pleading that

offers ‘labels and conclusions’ or ‘a formulaic recitation of the elements of a cause of action

will not do.’ ” (quoting , 550 U.S. at 555). “Nor does a complaint suffice if it

tenders ‘naked assertion[s]’ devoid of ‘further factual enhancement.’ ” (quoting

, 550 U.S. at 557).

“To survive a motion to dismiss” for failure to state a claim, a plaintiff must plead

sufficient facts to state a claim that is “plausible on its face.” (quoting , 550

U.S. at 570). A claim is plausible on its face when a “plaintiff pleads factual content that

allows the court to draw the reasonable inference that the defendant is liable for the

misconduct alleged.” When considering the motion, courts accept the complaint’s

factual allegations as true and construe them in the light most favorable to the plaintiff.

, 516 F.3d 1282, 1284 (11th Cir. 2008). Courts should limit their

“consideration to the well-pleaded factual allegations, documents central to or referenced

in the complaint, and matters judicially noticed.” ., 358

F.3d 840, 845 (11th Cir. 2004), , 550 U.S. 544.

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III. ANALYSIS

Because the hospital’s first breach-of-contract count fails to plausibly allege a breach,

it is dismissed without prejudice. As for the second count, it is subject to arbitration under

the parties’ CBAs. Proceedings as to Count II are therefore stayed pending arbitration.

A. e Hospitals’ First Count Fails to State a Claim for Relief

First, the union contends that the Hospitals have not stated a claim for relief under

section 301 of the Labor Management Relation Acts (LMRA) for Count I. MTD at 6–8;

29 U.S.C. § 185. e LMRA authorizes an action in the nature of contract under

federal common law.

, 523 U.S. 653,

656 (1998); , 353 U.S. 448, 456

(1957) (“[T]he substantive law to apply in suits under s 301(a) is federal law, which the

courts must fashion from the policy of our national labor laws.”). It is a black-letter

principle that to state a claim for breach of contract, a party must plausibly allege a breach.

17B C.J.S. § 888 (May 2024 update) (“In order to recover for a breach of

the contract, the plaintiff must allege the breach.”).

e hospitals fail to do so. ey claim that the union breached Article 46, § 1 of the

CBA by failing to “provide signed and authenticated dues authorization forms” and by

“filing 17 [unfair labor practice] charges against the Hospitals for refusing to make the

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unauthorized pay deductions.” Compl. ¶¶ 44–45; Pl.’s Resp. to MTD (Resp.) (Doc.

19) at 12–16. Article 46, § 1 reads in full:

Section 1. Deductions and Remittance

is Article will become effective the first pay period beginning (30) days

after ratification of this Agreement and terminate upon expiration of this

Agreement. Upon receipt of a properly executed written authorization from

an Employee, the Hospital agrees to deduct from the Employee’s bi-weekly

pay a charge equal to the dues Union members pay, regardless of the

Employee’s status in the Union, and to remit that charge to the Union within

fourteen (14) calendar days from the date of deduction, together with an

electronic list of all Employees for whom deductions have been made and the

amount of said deductions. In the event that no wages are due to an

Employee, or the Employee’s wages are insufficient to cover the authorized

deductions the deductions shall be made from the first wages of adequate

amount next due the Employee. e Hospital agrees to recognize electronic

dues authorizations completed by the Employee and submitted by the Union,

under the same terms and conditions as apply to other dues authorizations.

Compl. Ex. A (Doc. 1-1) at 2–3. Article 46, § 1 imposes obligations only on the hospitals,

not the union—for example, “to recognize electronic dues authorizations completed by the

Employee and submitted by the Union, under the same terms and conditions as apply to

other dues authorizations.” Because Article 46, § 1 contains no promises from the

union, there is nothing in that section for the union to breach.

e hospitals respond that Article 46, § 1 implicitly obligates the union to provide

properly signed an authenticated dues authorization forms and to refrain from filing unfair

labor practice charges based on Article 46. Resp. at 15–16. ey rely principally on

, in which the court concluded that a financial services contract

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included an implicit duty to segregate funds. 717 F. Supp. 1537, 1540 (S.D. Fla. 1989).

Even if the federal common law recognizes implied contractual obligations in the labor

relations context ( applied Florida law, which the hospitals stress does not

apply here), the hospitals have not explained why a duty to provide signed dues

authorizations or to refrain from filing unfair labor practices charges should be implied.

Resp. at 16 (vaguely alluding to “the relationship between the Hospitals and Union,

the purpose of Article 46, and the legal requirements of the LMRA”). e hospitals also

fail to plausibly allege such an implied duty in their complaint. Compl. ¶¶ 41–47.

Because the hospitals fail to plausibly allege that the union breached their CBAs,

Count I is dismissed without prejudice.

B. e Union is Entitled to a Stay as to Count II

Next, the union argues that it is entitled to a stay as to Count II because the issues

in Count II are pending in arbitration. e Federal Arbitration Act provides that a court

must stay an action as to any “issue referable to arbitration” if asked by a party. 9 U.S.C. § 3;

, 898 F.3d 1301, 1305 (11th Cir. 2018) (“Section

3 of the FAA requires courts to stay a case that is covered by a binding arbitration clause

so it may proceed in arbitration.”). e union argues that because it has demanded

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arbitration after filing a grievance concerning the hospitals’ demand for indemnification,

Count II, which implicates the same issues, must be stayed. MTD at 8–11.2

e union is right. Article 14, § 4(A) provides that any grievance “not satisfactorily

resolved” by the parties is subject to arbitration at the union’s election. (Doc. 16-1) at 36.

e union filed a grievance that the hospitals “wrongfully seek[] indemnification for

expenses and attorneys’ fees incurred in defending against the union’s enforcement of dues

deductions required under Article 46” in breach of Article 46, § 5. (Doc. 16-2) at 1. After

the parties failed to resolve that dispute, the union demanded arbitration as to that

grievance. (Doc. 16-3) at 1. By comparison, Count II seeks damages because “[t]he Union

has refused to indemnify and hold harmless the Hospitals for their defense of the Union’s

agency charges relating to [Article 46] of the CBAs.” Compl. ¶ 53. Because the grievance

is subject to arbitration and implicates the same issue raised by the hospitals in Count II,

Count II raises an “issue referable to arbitration” and the union is entitled to a stay. 9 U.S.C.

§ 3; , 35 F.4th 1284, 1294 (11th Cir. 2022) (“If the

parties’ arbitration agreement applies to their dispute and no grounds render it invalid or

unenforceable, the court ‘shall’ . . . stay proceedings in federal court.”).

2 The documents filed by the union pertain only to one hospital—Kendall Regional Medical Center.

(Doc. 16-2) at 1; (Doc. 16-3) at 1–2, 6. As the parties treat the motion as applicable to all the hospitals, so

do I.

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e hospitals protest that the CBA’s arbitration provision does not apply to Article

46, § 5 and that, in any event, no arbitration is pending. Resp. at 6–10. e thrust of the

first argument is that, because Article 46, § 5 obligates only the union to indemnify the

hospitals and imposes no express obligations on the hospitals, it is impossible for the

hospitals to breach the provision such that the union could file a grievance. at 7–9. us,

with no grievance available, there would be nothing to arbitrate. is argument puts the

cart before the horse and asks me to adjudicate the merits of the union’s grievance,

something I may not do. , 475 U.S.

643, 649 (1986) (“[I]n deciding whether the parties have agreed to submit a particular

grievance to arbitration, a court is not to rule on the potential merits of the underlying

claims.”); ,

627 F. App’x 898, 901 (11th Cir. 2015) (per curiam) (“[T]he potential weakness of the

Union’s claim on the merits is no defense to the arbitrability of this dispute, as a threshold

question.” (quoting

, 762 F.3d 592, 596 (7th Cir. 2014))). e CBAs provides that their grievance

provisions apply generally to the agreement, except “those provisions which are not subject

to” Article 14. (Doc. 16-1) at 35. As nothing in the CBAs excepts Article 46, § 5 from the

grievance and arbitration regime, the union’s grievance is arbitrable. , 35 F.4th at

1294 (“Under the FAA, ‘any doubts concerning the scope of arbitrable issues should be

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resolved in favor of arbitration.’ ” (quoting

, 460 U.S. 1, 24–25 (1983))).

e hospitals’ second argument—that no arbitration is pending—likewise fails. e

hospitals say that no arbitration is pending because they “explicitly refused to arbitrate” as

“the arbitration provisions of Article 14 do not apply to the indemnification provision of

Article 46.” Resp. at 9–10. As explained above, Article 14’s arbitration provisions do apply.

And the FAA does not require that an arbitration be pending for a matter to be stayed,

only that the issue be “referable to arbitration” and the applicant for a stay not be “in default

in proceeding with such arbitration.” 9 U.S.C. § 3; , 898 F.3d at 1305. e

hospitals’ resistance to the union’s arbitration demand is not a reason to refuse a stay.3

Because the union has shown that Count II concerns an issue referrable to

arbitration, it is entitled to a stay as to that Count.4

IV. CONCLUSION

Accordingly, the following is ORDERED:

3 The union does not seek an order compelling the hospitals to arbitrate. MTD.

4 The union alternatively seeks Count II’s dismissal in the light of the arbitration agreement. MTD at 8–

11. Yet a stay, not dismissal, is the appropriate remedy here. , 601 U.S. 472, 475–76

(2024) (“When a federal court finds that a dispute is subject to arbitration, and a party has requested a stay

of the court proceeding pending arbitration, the court does not have discretion to dismiss the suit on the

basis that all [surviving] claims are subject to arbitration.”); 9 U.S.C. § 3.

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1. The defendant’s Motion to Dismiss (Doc. 16) is GRANTED-IN-PART

and DENIED-IN-PART.

2. Count I of the Complaint (Doc. 1) is DISMISSED WITHOUT

PREJUDICE.

3. Proceedings as to Count II of the Complaint are STAYED in the light of

the parties’ pending arbitration. The parties shall file a status report advising

of the progress of the arbitration every ninety days, with the first report due

on March 3, 2024.

ORDERED in Tampa, Florida, on December 4, 2024.

athryn’ Kimball Mizelle

United States District Judge

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