Caldwell

IN THE UNITED STATES DISTRICT COURT FOR THE

MIDDLE DISTRICT OF TENNESSEE

LADARRIUS CALDWELL, )

)

Plaintiff, )

)

v. ) NO. 2:25-cv-00081

)

ULTIUM CELLS, LLC, et al., ) JUDGE CAMPBELL

) MAGISTRATE JUDGE EVANS

Defendants. )

MEMORANDUM AND ORDER

Pending before the Court is Defendants United Automobile, Aerospace, and Agricultural

Implement Workers of America’s (“UAW National”) and UAW Local 1583’s (together

“Defendants”) motion to dismiss Plaintiff LaDarrius Caldwell’s (“Caldwell”) First Amended

Complaint. (Doc. No. 44). The motion is fully briefed (Doc. Nos. 49, 53). For the reasons discussed

below, the motion to dismiss is DENIED.

I. BACKGROUND1

Caldwell was employed by Ultium Cells, LLC (“Ultium”) from February 26, 2024, until

April 28, 2025. (¶ 8). During that time, Caldwell was a member UAW National and UAW Local

1583. (Id.). During his employment, there was a Collective Bargaining Agreement (the “CBA”)

between Ultium Cells, LLC, General Motors, LLC, UAW National, and UAW Local 1583. (¶ 9).

On April 23, 2025, Calwell took a scheduled break in an area used by many employees to take

breaks. (¶ 12). Caldwell used this area for breaks for months. (¶ 13). Following that break, Caldwell

received a notice of suspension by Ultium. (¶ 14). The notice stated only that Calwell was

1 The facts in this section are as alleged in the Amended Complaint (Doc. No. 38). Unless otherwise

stated all citations to “¶ __” are to the Amended Complaint (Doc. No. 38).

suspended “pending investigation” and would be contacted when the investigation has concluded.

(See Am. Compl., Ex. 2, Doc. No. 38-2). On April 28, 2025, Caldwell was terminated. (¶ 35). The

separation notice states that the termination was “due to a code of conduct violation.” (See Am.

Compl., Ex. 3, Doc. No. 38-3). Caldwell contends the termination was erroneous because he did

not commit any misconduct. (¶ 34). Defendants did not follow the procedures outlined in Article

4 of the CBA. (¶ 33). Caldwell did not receive a warning, hearing, or “proper notice” concerning

the alleged violation. (Id.).

Caldwell reached out to the Union representative many times and received minimal

response. (¶¶ 17-18). At some point, Union representative Derrick Kinzer advised Caldwell to

write a statement. (¶ 19). Caldwell provided the letter to Kinzer. (¶ 21). Although Kinzer was

supposed to file an appeal on Caldwell’s behalf, he did not. (Id.). Kinzer told Calwell to contact

Nick Brown, so Caldwell attempted to contact Nick Brown, but Brown did not respond. (¶¶ 22-

23). Caldwell texted Kinzer and informed him that Brown did not respond. (¶ 24). Having received

no response from Brown, Caldwell contacted John Rutherford, president of UAW Local 1853,

who told Caldwell to get information to prove his innocence. (¶ 25). Caldwell again contacted

Kinzer, who said he would “check on things,” but never got back to Caldwell. (¶ 26-27). On June

4, 2025, Caldwell provided Kinzer with names of witnesses, but Kinzer did not talk to them. (¶¶

28-29).

Caldwell alleges that the union failed to process his grievance and failed to adequately

represent him throughout the entire proceeding. (¶ 31, 36-38). He brings claims against UAW

National and UAW Local 1853 for breach of the duty of representation and against Ultium Cells,

LLC and General Motors, LLC for breach of the CBA.

UAW National and UAW Local 1853 move to dismiss the claims against them under

Federal Rule of Civil Procedure 12(b)(6). (Doc. No. 45).

II. STANDARD OF REVIEW

Federal Rule of Civil Procedure 12(b)(6) permits dismissal of a complaint for failure to

state a claim upon which relief can be granted. For purposes of a motion to dismiss, a court must

take all of the factual allegations in the complaint as true. Ashcroft v. Iqbal, 556 U.S. 662 (2009).

To survive a motion to dismiss, a complaint must contain sufficient factual allegations, accepted

as true, to state a claim for relief that is plausible on its face. Id. at 678. A claim has facial

plausibility when the plaintiff pleads facts that allow the court to draw the reasonable inference

that the defendant is liable for the misconduct alleged. Id. In reviewing a motion to dismiss, the

Court construes the complaint in the light most favorable to the plaintiff, accepts its allegations as

true, and draws all reasonable inferences in favor of the plaintiff. Directv, Inc. v. Treesh, 487 F.3d

471, 476 (6th Cir. 2007). Thus, dismissal is appropriate only if “it appears beyond doubt that the

plaintiff can prove no set of facts in support of his claim which would entitle him to relief.”

Guzman v. U.S. Dep't of Children’s Servs., 679 F.3d 425, 429 (6th Cir. 2012).

Before turning to the substance of the motion to dismiss, the Court must first address the

additional documents relied upon by the parties. In considering a Rule 12(b)(6) motion, typically

the court limits itself to the “four corners” of the complaint. See Blackwell v. Nocerini, 123 F.4th

479, 486–87 (6th Cir. 2024). However, the Court may also consider exhibits attached to the

complaint, public records, items appearing in the record of the case, and exhibits attached to a

defendant’s motion to dismiss, provided they are referred to in the Complaint and are central to

the claims. Bassett v. National Collegiate Athletic Assn., 528 F.3d 426, 430 (6th Cir. 2008).

Caldwell attached a copy of the CBA, the notice of suspension, and the separation notice

to the Amended Complaint. (See Doc. No. 38, Ex. 1-3). Accordingly, the Court may consider the

CBA and the employment documents.

Defendants attached the Affidavit of Charles Davenport, International Representative for

UAW Region 8. (Doc. No. 45-1). The Affidavit includes three exhibits which are represented to

be: (1) excerpts from the collective bargaining agreement between GM/Ultium Cells and UAW

Local 1853, effective March 5, 2025, through April 30, 2028; (2) copies of excerpts from the

National Agreement between UAW International and General Motors LLC, effective October 30,

2023; and (3) copies of excerpts from the UAW International Constitution. (Id.). Of these

documents, only the CBA is referenced in the Amended Complaint. Defendants appear to contend

that the Court may consider the National Agreement and the UAW Constitution because they are

incorporated into the CBA. (Doc. No. 45 at 3). Although Defendants point to Article 2 of the CBA,

which states that “Ultium Cells management will direct and manage the daily activities of GM

Leased Employees in accordance with the Local Agreement and terms of the National

Agreement,” the Court is not persuaded that this perfunctory reference is a sufficient basis to

expand the scope of documents appropriate for consideration under Rule 12(b)(6). (See Doc. No.

45 at 8). Moreover, there is no apparent basis on which to consider the UAW Constitution, which

is not referenced in the Amended Complaint or the CBA. Accordingly, the Court finds

consideration of these additional documents is not appropriate. As discussed below, this

conclusion has no effect on the disposition of the motion.

III. ANALYSIS

The Sixth Circuit has said that, in suits by employees regarding a breach of a collective

bargaining agreement and breach of the duty of fair representation, the plaintiff “must prove both

(1) that the employer breached the collective bargaining agreement and (2) that the union breached

its duty of fair representation.” Swanigan v. FCA US LLC, 938 F.3d 779, 784 (6th Cir. 2019)

(quoting Garrish v. Int'l Union United Auto., Aerospace, & Agric. Implement Workers of Am., 417

F.3d 590, 594 (6th Cir. 2005)). A union breaches its duty of fair representation when its conduct

is arbitrary, discriminatory, or in bad faith. Blesedell v. Chillicothe Telephone Co., 811 F.3d 211,

220 (6th Cir. 2016) (internal quotation omitted).

Plaintiffs must exhaust internal union remedies before bringing a claim alleging the union’s

breach of the duty of fair representation. See Chapman v. United Auto Workers Local 1005, 670

F.3d 677, 683 (2012). However, courts have discretion to decide whether to require exhaustion of

internal union procedures. Id. (citing Clayton v. Int’l Union, 451 U.S. 679, 689 (1981)).

Historically, the Sixth Circuit has not required exhaustion when internal remedies were shown to

be futile. Id. (citing Monroe v. Int’l Union UAW, 723 F.2d 22, 25-26 (6th Cir. 1983)). In

determining whether to require exhaustion, courts consider three factors (the “Clayton factors”):

“(1) whether union officials are so hostile to the employee that he could not hope to have a fair

hearing on his claim; (2) whether the internal union appeals procedures would be inadequate either

to reactivate the employee’s grievance or to award him the full relief he seeks; and (3) whether

exhaustion of internal procedures would unreasonably delay the employees opportunity to obtain

a judicial hearing on the merits of his claim.” (Id. (internal quotations and citations omitted)).

A. Failure to Exhaust Internal Remedies

Defendants move to dismiss on the grounds that Caldwell failed to properly allege that he

exhausted his internal union remedies or that an exception to the exhaustion requirement applies.

(Doc. No. 45). Although the Sixth Circuit has stated that failure to exhaust internal union remedies

is an affirmative defense (see Chapman, 670 F.3d at 683), Defendants contend that exhaustion of

internal remedies or factual allegations showing that some exception applies is a pleading

requirement for a breach of duty of fair representation claim.2 (Doc. No. 45 at 5-6 (citing Spicer

v. Ford Motor Co., 491 F. App’x 543, 545 (6th Cir. 2012)). Although Spicer is an unpublished

decision, some of the Sixth Circuit’s earlier decisions also treated exhaustion as a pleading

requirement. See Wagner v. General Dynamics, 905 F.2d 126 (6th Cir. 1990) (affirming dismissal

of fair representation claim for failure to exhaust at the motion to dismiss stage); Rogers v. Bd. of

Educ. of Buena Vista Schs., 2 F.3d 163 (6th Cir. 1993) (same).

Caldwell argues that he has alleged sufficient facts from which the Court can infer that the

grievance process would have been futile. Caldwell points to allegations that he attempted to

engage with union representatives to pursue a grievance on numerous occasions and was ignored.

Calwell contends these allegations are sufficient to plausibly allege that the union was hostile such

that he was unable to have any hearing on his complaint, let alone a fair one, and that the grievance

process was, therefore, futile. Unlike in Spicer, where the plaintiffs filed grievances and the union

assisted them in pursuing the grievances until withdrawing them without prejudice, Caldwell

alleges that the union would not assist him to begin the grievance process.

The Court finds Caldwell has alleged sufficient facts to show that the grievance process

was not available to him or was futile. Accordingly, the claim will not be dismissed for failure to

exhaust internal remedies.

2 Plaintiff does not argue that exhaustion is not an element of the claim. However, the Court notes

that a plaintiff typically does not have to anticipate or negate an affirmative defense to survive a motion to

dismiss. Cataldo v. U.S. Steel Corp., 676 F.3d 542, 547 (6th Cir. 2012). Thus, a Rule 12(b)(6) motion is

“generally an inappropriate vehicle for dismissing a claim based on [an affirmative defense].” Id. “[T]he

prevailing rule is that a complaint showing on its face that relief is barred by an affirmative defense is

properly subject to a 12(b)(6) motion to dismiss for failure to state a claim upon which relief can be

granted.” Rauch v. Day & Night Mfg. Corp., 576 F.2d 697, 702 (6th Cir. 1978); see also Snyder-Hill v.

Ohio State Univ., 48 F.4th 686, 698 (6th Cir. 2022) (concerning the affirmative defense of statute of

limitations).

B. Allegations against UAW National

Defendants next argue that the claims against UAW National should be dismissed because

UAW National is a distinct entity and Caldwell does not assert specific factual allegations against

it. (Doc. No. 45 at 8). In response, Caldwell points to allegations in the complaint directed at both

UAW National and UAW Local alleging that “both UAW and UAW Local 1853 failed to properly

represent the Plaintiff in the procedure under the CBA.” (Doc. No. 49 (quoting Doc. No. 38 § 11)).

Caldwell also notes that UAW National is named as the “union” in the CBA, and the CBA imposes

obligations on the International Union. (Doc. No. 49 at 5-6 (citing CBA, Article I, Doc. No. 38-

1)).

Taking the factual allegations of the amended complaint as true, Caldwell alleges enough

to pass scrutiny at this stage of the litigation. Plaintiff contends that both UA W National and UAW

Local have a duty to represent him in union proceedings at that they breached that duty. Given that

the purpose of the CBA 1s to provide for “collective bargaining relations” between General Motors

and UAW National, that the CBA states that employees will be advised that they have the right to

request “Union representation,” and “Union” is defined as UAW National, Caldwell has plausibly

alleged a claim for breach of the duty of fair representation as to both UAW National and UAW

Local 1853.

I. CONCLUSION

For the foregoing reasons, Defendants’ motion to dismiss (Doc. No. 44) is DENIED.

It is so ORDERED.

CHIEF UNITED STATES DISTRICT JUDGE