District No. 1, Pacific Coast v. Liberty Maritime Corporation

United States Court of Appeals

FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued May 10, 2019 Decided August 9, 2019

No. 18-7148

DISTRICT NO. 1, PACIFIC COAST DISTRICT, MARINE

ENGINEERS BENEFICIAL ASSOCIATION, AFL-CIO,

APPELLEE

v.

LIBERTY MARITIME CORPORATION,

APPELLANT

Appeal from the United States District Court

for the District of Columbia

(No. 1:17-cv-02173)

Steffen N. Johnson argued the cause for appellant. With

him on the briefs were William G. Miossi and Paul N. Harold.

Mark J. Murphy argued the cause and filed the brief for

appellee.

Before: MILLETT, KATSAS, and RAO, Circuit Judges.

Opinion for the Court filed by Circuit Judge RAO.

RAO, Circuit Judge: Liberty Maritime Corporation

(Liberty) is a shipping company that has contracted over the

past thirty years with District No. 1, Pacific Coast District,

2

Marine Engineers Beneficial Association, AFL-CIO (MEBA),

a labor union representing supervisory employees in the

maritime industry. This case arises out of an underlying dispute

about whether Liberty was contractually required to hire

MEBA employees on a new vessel managed by Liberty.

MEBA sued in the United States District Court for the District

of Columbia, claiming its contract with Liberty required the

parties to submit the dispute to arbitration. The district court

ruled in favor of the union, granting judgment on the pleadings

under Federal Rule of Civil Procedure 12(c) and compelling

arbitration. Liberty timely appealed, arguing that the district

court lacked subject matter jurisdiction, or in the alternative,

erred in its application of the Rule 12(c) standards.

For the reasons explained below, we agree that the district

court had jurisdiction over MEBA’s claim under Section 301

of the Labor Management Relations Act of 1947 (LMRA), 29

U.S.C. §§ 141 et seq., which provides federal jurisdiction over

suits for “violation of contracts between an employer and a

labor organization.” Id. § 185(a). MEBA raised contractual

issues regarding the arbitrability of the dispute and thus its

claim clearly falls within the district court’s statutory

jurisdiction. Although Liberty alleges that the dispute primarily

raised representational issues and thus should be within the

exclusive jurisdiction of the National Labor Relations Board

(NLRB) under the doctrine of “Garmon preemption,” federal

courts retain jurisdiction over “hybrid” claims raising both

contractual and representational issues. Dist. No. 1, Pac. Coast

Dist., Marine Engineers’ Beneficial Ass’n, AFL-CIO v. Liberty

Mar. Corp., 815 F.3d 834, 840 (D.C. Cir. 2016) (“Liberty

Maritime I”); see also William E. Arnold Co. v. Carpenters

Dist. Council of Jacksonville & Vicinity, 417 U.S. 12, 18

(1974).

3

Although jurisdiction here was proper, we reverse and

remand because material facts remained in dispute regarding

the existence of an applicable arbitration clause, and therefore

MEBA was not entitled to judgment on the pleadings under

Rule 12(c).

I.

Appellant Liberty is a shipping company that transports

commodities, vehicles, equipment, and other cargoes on the

seagoing vessels it manages. Liberty’s clients include the U.S.

Government, the United Nations, and commercial entities such

as automobile manufacturers. Liberty manages vessels

transporting bulk cargo—including dry bulk, break bulk, and

bagged commodities—and “roll on/roll-off” vessels, like car

and truck carriers configured to transport vehicles that drive on

and off the vessel. Many of these vessels are enrolled in the

U.S. Maritime Security Program, a federal program that

subsidizes shipping companies for national security

purposes—namely, to ensure a fleet of vessels is available in

the event of a war or national emergency. See generally 46

U.S.C. §§ 53101 et seq. Appellee MEBA is a labor

organization that represents supervisory employees in the U.S.

maritime industry at ports throughout the United States and on

oceangoing vessels. On car and truck carrier vessels operated

by Liberty and enrolled in the U.S. Maritime Security Program,

MEBA represents licensed officers and engineers.

The parties’ relationship began in 1988 when they signed

two agreements: the Tanker Vessels Master Agreement and the

Dry Cargo Vessels Master Agreement. Although the

authenticity of some of the documents attached to the pleadings

is disputed, the documents that purport to be current copies of

these Master Agreements provide that “[a]ll disputes relating

to the interpretation or performance of this Agreement shall be

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determined in accordance with the provisions of this Section.”

“[T]his Section” states that grievances will be presented to a

licensed personnel board consisting of two persons appointed

by the union and two persons appointed by the company; if the

licensed personnel board fails to resolve a grievance, an

arbitrator will assume jurisdiction over the grievance.

Over the past three decades, the parties have modified their

contractual relationship on numerous occasions. At this stage

of the proceedings, the record includes only a few of these

agreements. Both parties agree, however, they were signatories

to a 2012 Memorandum of Understanding (MOU). This MOU

identifies numerous prior agreements and states that prior

agreements will remain in effect except as expressly modified,

but the MOU does not expressly modify any arbitration clause

in a manner relevant to this case.

This suit arises out of a dispute between Liberty and

MEBA over a ship named the M/V Liberty Peace. On July 24,

2017, Liberty sent MEBA a letter stating its intention to

commence managing this foreign flagged car and truck carrier

vessel and operate it as a U.S. flagged vessel. In the letter,

Liberty claimed the Liberty Peace would not fall under the

parties’ collective bargaining agreements and the various

contractual modifications of those agreements because the

vessel would not be enrolled in the U.S. Maritime Security

Program. MEBA disagreed, insisting the existing agreements

covered the new vessel. Although the parties met to discuss the

matter, they did not resolve their dispute. In the meantime,

Liberty began managing the Liberty Peace as the agent of a

third party, and that third party entered into labor agreements

with a different union.

MEBA sent Liberty a grievance letter on August 31, 2017,

asserting Liberty was “in violation of the parties’ collective

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bargaining agreement by failing to apply the terms and

conditions of the parties’ labor contract” to the Liberty Peace.

Liberty did not submit MEBA’s grievance to arbitration.

MEBA subsequently filed a “Complaint to Compel

Arbitration” in the United States District Court for the District

of Columbia. MEBA requested the district court compel

Liberty to participate in the arbitration process set forth in the

parties’ collective bargaining agreement and grant any other

appropriate relief, including attorneys’ fees and costs. MEBA

attached as exhibits several documents purporting to be the two

original Master Agreements, the MOU, MEBA’s August 31

grievance letter, and some additional correspondence between

MEBA and Liberty.

In its answer to MEBA’s complaint, Liberty admitted it

had signed the Master Agreements and the MOU. Liberty

admitted the authenticity of the MOU, but denied the

authenticity of the exhibits MEBA claimed were copies of the

Master Agreements. Liberty denied that the MOU incorporated

the terms of the Master Agreements and that the arbitration

clauses covered the Liberty Peace. Liberty also denied that any

labor contract or arbitration agreement with MEBA covered the

Liberty Peace. As an affirmative defense, Liberty alleged the

district court lacked subject matter jurisdiction because the suit

concerned representational rights and therefore was preempted

by the jurisdiction of the NLRB under the terms of the National

Labor Relations Act (NLRA).

MEBA moved for judgment on the pleadings under

Federal Rule of Civil Procedure 12(c), and the district court

granted the motion. The district court found that the Master

Agreements stated, “[a]ll disputes relating to the interpretation

or performance of this Agreement shall be determined in

accordance with the provisions of this Section.” Dist. Ct. Op.

6

at 3, 13. The district court concluded that this language created

a presumption of arbitrability; Liberty failed to rebut the

presumption; and no agreement between the parties excluded

this sort of dispute from arbitration. Id. at 13–14. The district

court also rejected Liberty’s preemption argument on the

grounds that federal courts have jurisdiction over contractual

matters and that MEBA’s suit “plainly requires deciding a

contractual matter: whether the arbitration clause covers the

dispute at issue.” Id. at 10–11 n.7.

Liberty timely appealed, challenging the district court’s

order on jurisdictional grounds and arguing the district court

violated Rule 12(c) by making findings the pleadings did not

adequately support.

II.

“The ‘first and fundamental question’ that we are ‘bound

to ask and answer’ is whether the court has jurisdiction to

decide the case.” Bancoult v. McNamara, 445 F.3d 427, 432

(D.C. Cir. 2006) (quoting Steel Co. v. Citizens for a Better

Env’t, 523 U.S. 83, 94 (1998)). The district court held that

federal courts have jurisdiction over contractual matters under

Section 301 of the LMRA, which provides:

Suits for violation of contracts between an employer and a

labor organization representing employees in an industry

affecting commerce as defined in this chapter, . . . may be

brought in any district court of the United States having

jurisdiction of the parties . . . .

29 U.S.C. § 185(a). Section 301 confers federal court

jurisdiction over suits for breach of collective bargaining

agreements, which are contractual. “Congress deliberately

chose to leave the enforcement of collective agreements to the

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usual processes of the law.” Charles Dowd Box Co. v.

Courtney, 368 U.S. 502, 513 (1962).

Nevertheless, Liberty argues the district court lacked

subject matter jurisdiction over this case under the judicially

created doctrine known as “Garmon preemption.” Washington

Serv. Contractors Coal. v. Dist. Columbia, 54 F.3d 811, 815

(D.C. Cir. 1995) (citing San Diego Bldg. Trades Council v.

Garmon, 359 U.S. 236 (1959)). This doctrine holds that

“[w]hen an activity is arguably subject to § 7 or § 8 of the

[NLRA], . . . the federal courts must defer to the exclusive

competence of the [NLRB].” Garmon, 359 U.S. at 245. Suits

implicating § 7 or § 8 of the NLRA are often described as

“representational.”

Liberty attempts to rely on this court’s decision in a

previous suit between Liberty and MEBA, in which Liberty

raised and lost a similar jurisdictional argument. Liberty cites

this case for the proposition that three categories of legal claims

are preempted by the NLRA under Garmon: claims over which

the NLRB “has already exercised jurisdiction,” claims that call

for “an initial decision in the representation area,” and claims

“in which the center of the dispute is a representational

question.” Appellant Br. 35–36 (quoting Liberty Maritime I,

815 F.3d at 841 (citations and quotation marks omitted)).

Liberty urges this court to evaluate whether MEBA’s claim is

“primarily representational or primarily contractual,” as

several other circuits do. See, e.g., United Food & Commercial

Workers Union, Local 400 v. Shoppers Food Warehouse Corp.,

35 F.3d 958, 961 (4th Cir. 1994); Local Union 204 of Int’l Bhd.

of Elec. Workers, AFL-CIO v. Iowa Elec. Light & Power Co.,

668 F.2d 413, 419 (8th Cir. 1982). Liberty claims such analysis

would show this suit may fall into the purported third category

of claims preempted under Garmon: that the center of the

dispute may concern a representational matter, such as whether

8

MEBA or another union has representational rights over

crewmembers of the Liberty Peace. In order to determine the

true center of this dispute, Liberty argues the district court

should have considered MEBA’s grievance letter instead of

focusing only on MEBA’s complaint. Liberty contends it was

legal error for the district court to have concluded that, as a

matter of law, it maintained jurisdiction over MEBA’s claims.

MEBA responds that Liberty’s argument on appeal

“conflates the type of claim with the effect of a claim’s

enforcement.” Appellee Br. 26 (quoting Liberty Maritime I,

815 F.3d at 843). While the possible outcome of its suit may

touch on representational issues, MEBA argues it has a contract

that requires Liberty to arbitrate, and MEBA asked the district

court to compel compliance with that contract. MEBA

maintains this type of contractual dispute is squarely covered

by Section 301 of the LMRA.

The district court properly exercised jurisdiction over

MEBA’s claim under the plain meaning of Section 301 as well

as established Supreme Court and Circuit precedent. Section

301 covers “[s]uits for violations of contracts between an

employer and a labor organization.” Liberty Maritime I, 815

F.3d at 840 (quoting 29 U.S.C. § 185(a)). As the Supreme

Court has stated, Section 301 “permits suits for breach of a

collective bargaining agreement regardless of whether the

particular breach is also an unfair labor practice within the

jurisdiction of the Board.” Vaca v. Sipes, 386 U.S. 171, 179–

80 (1967) (emphasis added); see also Carey v. Westinghouse

Corp., 375 U.S. 261, 267–68 (1964) (holding that Section 301

gives a federal court jurisdiction over a suit to enforce an

arbitration clause in a collective bargaining agreement even if

the case is “truly a representation case” that could also be heard

by the NLRB under Section 9 of the NLRA). Thus, the

“Garmon doctrine is ‘not relevant’ to actions within the

9

purview of § 301” of the LMRA. Arnold, 417 U.S. at 16 (citing

Local 174, Teamsters v. Lucas Flour Co., 369 U.S. 95, 101 n.9

(1962)). We held in Liberty Maritime I that federal courts and

the NLRB have concurrent jurisdiction over claims that are

“both contractual and representational.” 815 F.3d at 840

(emphasis original) (citing Arnold, 417 U.S. at 16, and Smith v.

Evening News Ass’n, 371 U.S. 195, 197 (1962)).

Thus, if a case is both representational and contractual, it

is treated as a “hybrid” claim. See, e.g., United Parcel Serv.,

Inc. v. Mitchell, 451 U.S. 56, 66 (1981) (Stewart, J., concurring

in the judgment) (describing “a hybrid ‘§ 301 and breach of

duty suit’”); DelCostello v. Int’l Bhd. of Teamsters, 462 U.S.

151, 165 (1983) (describing “hybrid § 301/fair representation

litigation”); Cephas v. MVM, Inc., 520 F.3d 480, 485 (D.C. Cir.

2008) (same). Such “hybrid” claims create concurrent

jurisdiction for the federal courts and the NLRB, but they do

not divest courts of their statutory jurisdiction. Consistent with

Supreme Court precedent, that is precisely what this court has

held: “Instead of forcing courts to shoehorn a hybrid claim into

one category or the other, the Supreme Court has held that they

retain jurisdiction to hear a contractual claim even if the claim

is also representational.” Liberty Maritime I, 815 F.3d at 840

(citing Arnold, 417 U.S. at 16). “[F]ederal courts have

independent jurisdiction to decide cases alleging a breach of

collective bargaining agreements, even though that very breach

may also be an unfair labor practice.” Mullins v. Kaiser Steel

Corp., 642 F.2d 1302, 1316 (D.C. Cir. 1980), rev’d on other

grounds, 455 U.S. 72 (1982).

Allowing “hybrid” claims to be brought in federal court

reads together the two statutes, the LMRA and the NLRA,

giving effect to Congress’s provision of federal court

jurisdiction for contractual claims and NLRB jurisdiction over

representational claims. See Vaca, 386 U.S. at 179–80;

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Wachovia Bank v. Schmidt, 546 U.S. 303, 315–16 (2006)

(“under the in pari materia canon of statutory construction,

statutes addressing the same subject matter generally should be

read as if they were one law”) (citations and quotation marks

omitted).

Liberty continues to argue that if a case is both

representational and contractual, a district court must place

those claims on a sliding scale to determine if the case is

primarily one or the other. Neither the Supreme Court nor this

court have required such an inquiry. In Liberty Maritime I, we

described and discussed the practice in some circuits, which

“examine the major issues to be decided” and “determine

whether they can be characterized as primarily representational

or primarily contractual” in order to dismiss “primarily

representational” claims. 1 Liberty Maritime I, 815 F.3d at 840

(alterations, quotation marks, and citation omitted).

Liberty’s reliance on the categories recognized by other

circuits is misplaced. While the Liberty Maritime I court

described the approaches from “several of our sister circuits,”

it did not adopt any of these competing decisions. Id. at 841.

Because the categories identified by other circuits were not

necessary to the decision, the Liberty Maritime I discussion of

those cases “does not constitute a precedent to be followed with

respect to that issue.” UC Health v. NLRB, 803 F.3d 669, 682

(D.C. Cir. 2015) (quotation marks and citations omitted). We

follow Liberty Maritime I, which refused to define the

1

Compare Iowa Elec. Light & Power Co., 668 F.2d at 419; Paper,

Allied–Indus., Chem. & Energy Workers Int’l Union v. Air Prods. &

Chems., Inc., 300 F.3d 667, 675 (6th Cir. 2002); Pace v. Honolulu

Disposal Serv., Inc., 227 F.3d 1150, 1156 (9th Cir. 2000); Shoppers,

35 F.3d at 961; Copps Food Ctr., Inc. v. United Food & Commercial

Workers Union, Local 73–A, No. 90–1905, 1991 WL 135508, at *2

(7th Cir. July 23, 1991) (unpublished).

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“parameters of a claim that is ‘primarily representational’ as

opposed to ‘primarily contractual’” and declined “to shoehorn”

a given “claim into one category or the other.” 815 F.3d at 840–

41.

Liberty also contends that it cannot “be ruled out, based on

the pleadings alone, that the major issues to be decided are

primarily representational.” Appellant Br. 38. MEBA’s

grievance letter, like its complaint, however, raised numerous

contractual issues. See MEBA Compl. Exhibit G (“Please be

advised that Liberty is in violation of the parties’ collective

bargaining agreement . . . . Consider this notice of an official

grievance for violation of the parties’ labor contract . . . . We

demand that the parties participate in expedited arbitration to

resolve this contractual dispute . . . .”). And Liberty does not

argue that the claim here is exclusively representational. See

Liberty Maritime I, 815 F.3d at 843 (“Garmon preemption is

designed to prevent a court from deciding a claim that can only

be characterized as representational.”) (emphasis added). At

most, then, Liberty has left open the possibility that this case

involves a hybrid claim raising both contractual and

representational questions. As discussed, however, such hybrid

claims are subject to the concurrent jurisdiction of the NLRB

and the federal courts. Id. at 840. To hold otherwise “would

frustrate rather than serve the congressional policy expressed

in [Section 301].” Smith, 371 U.S. at 200.

Finally, it may be true, as Liberty stresses, that “a party’s

mere assertion that a claim is contractual is not an automatic

ticket to federal court” under the LMRA. Appellant Br. 35

(quoting Liberty Maritime I, 815 F.3d at 840). A plaintiff must

plausibly demonstrate the dispute falls within the terms of

Section 301, and is not an “end run around [the

NLRA] . . . under the guise of contract interpretation.” Pace,

227 F.3d at 1157 (citation and alteration omitted); accord

12

Paper, 300 F.3d at 675 (“[S]imply referring to the claim as a

‘breach of contract’ was insufficient for purposes of § 301

federal courts’ jurisdiction.”). This proposition, however, goes

little further than the axiom that a plaintiff’s claim must invoke

a proper basis for federal court jurisdiction within a well-

pleaded complaint. Cf. Greenhill v. Spellings, 482 F.3d 569,

575 (D.C. Cir. 2007) (under the well-pleaded complaint rule,

jurisdiction arising under federal law is established by looking

to the legal basis of plaintiff’s claim) (citing Louisville &

Nashville R.R. Co. v. Mottley, 211 U.S. 149, 152–53 (1908));

see also 13D Charles Alan Wright, Arthur R. Miller, Edward

H. Cooper, & Richard D. Freer, Federal Practice and

Procedure § 3566, at 261–62 (3d ed. 2008) (“The well-pleaded

complaint rule stands for the proposition that the court, in

determining whether the case arises under federal law, will

look only to the claim itself.”).

Put simply, Congress gave federal courts jurisdiction to

hear contractual claims between labor organizations and

employers in Section 301 of the LMRA. The existence of

representational issues does not divest the federal courts of

jurisdiction. Here, MEBA’s suit alleges a breach of the parties’

labor contract. The suit requires a judicial determination as to

whether an arbitration clause in the agreements between

Liberty and MEBA covers the dispute over the Liberty Peace.

See Gen. Elec. Co. v. Local 205, United Elec., Radio & Mach.

Workers of Am., 353 U.S. 547, 548 (1957) (Section “301(a)

furnishes a body of federal substantive law for the enforcement

of collective bargaining agreements” that provides for suits “to

enforce the obligation to arbitrate grievance disputes.”); see

also Westinghouse, 375 U.S. at 267–68. As the dispute includes

contractual claims, the district court properly concluded subject

matter jurisdiction was established under Section 301 of the

LMRA.

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III.

Proceeding to the merits of Liberty’s appeal, we consider

next whether the district court properly granted MEBA’s

motion for judgment on the pleadings.

A.

This court reviews a Rule 12(c) judgment on the pleadings

de novo. Judicial Watch, Inc. v. United States Dep’t of

Homeland Sec., 895 F.3d 770, 777 (D.C. Cir. 2018); Mpoy v.

Rhee, 758 F.3d 285, 287 (D.C. Cir. 2014). Federal Rule of Civil

Procedure 12(c) provides, “After the pleadings are closed—but

early enough not to delay trial—a party may move for

judgment on the pleadings.” Pleadings include any “copy of a

written instrument that is an exhibit to a pleading,” Fed. R. Civ.

P. 10(c), such as relevant and authentic documents attached to

the complaint. See, e.g., Philips v. Pitt Cty. Mem’l Hosp., 572

F.3d 176, 180 (4th Cir. 2009).

Very few of our precedents discuss Rule 12(c), in part

because judgment on the pleadings is rare. As Wright & Miller

notes, “Federal Rule 12(c) has its historical roots in common

law practice, which permitted either party, at any point in the

proceeding, to demur to his opponent’s pleading and secure a

dismissal or final judgment on the basis of the pleadings.” 5C

Wright & Miller § 1367, at 205; see also Patel v. Contemp.

Classics of Beverly Hills, 259 F.3d 123, 126 (2d Cir. 2001)

(“[A] motion for judgment on the pleadings is the direct

descendant of that ancient leper of the common law, the

‘speaking demurrer.’”); 5C Wright & Miller § 1369, at 265

(noting “the Rule 12(c) motion is little more than a relic of the

common law and code eras”).

Because Rule 12(c) provides judicial resolution at an early

stage of a case, the party seeking judgment on the pleadings

14

shoulders a heavy burden of justification. A reviewing court

“will affirm the district court if the moving party demonstrates

that no material fact is in dispute and that it is entitled to

judgment as a matter of law.” Peters v. Nat’l R.R. Passenger

Corp., 966 F.2d 1483, 1485 (D.C. Cir. 1992) (quotation marks

omitted). The moving party must demonstrate its entitlement to

judgment in its favor, even though the “court evaluating the

12(c) motion will accept as true the allegations in the

opponent’s pleadings, and as false all controverted assertions

of the movant.” Haynesworth v. Miller, 820 F.2d 1245, 1249

n.11 (D.C. Cir. 1987) (collecting cases), abrogated on other

grounds by Hartman v. Moore, 547 U.S. 250 (2006); see also

Beal v. Missouri Pac. R.R. Corp., 312 U.S. 45, 51 (1941) (when

the plaintiff moves for judgment on the pleadings, the

defendant’s “denials and allegations of the answer which are

well pleaded must be taken as true”). We must give “all

reasonable inferences to the opponent’s pleadings” before

entering a judgment on the pleadings. Wager v. Pro, 575 F.2d

882, 884 (D.C. Cir. 1976).

Under this standard, “a judgment on the pleadings is not

appropriate” if there are “issues of fact which if proved would

defeat recovery,” “even if the trial court is convinced that the

party opposing the motion is unlikely to prevail at trial.” Id.

“[I]f material questions of fact are presented by the pleadings,

the remedy by motion for judgment on the pleadings under

Rule 12(c) is not available.” Noel v. Olds, 149 F.2d 13, 14 &

n.7 (D.C. Cir. 1945) (citing James A. Pike, Objections to

Pleadings Under the New Federal Rules of Civil Procedure, 47

Yale L.J. 50 (1937)).

B.

Applying these standards, MEBA’s pleadings and

attachments cannot carry the day. The district court erred in

15

granting MEBA’s Rule 12(c) motion. The district court found

that Liberty and MEBA agreed to arbitrate their disputes in the

Master Agreements, which included clauses stating: “All

disputes relating to the interpretation or performance of this

Agreement shall be determined in accordance with the

provisions of this Section.” Dist. Ct. Op. at 13. The district

court acknowledged that Liberty contested “whether a

collective bargaining agreement exists between the parties

under which the union can assert its right to arbitrate” and that

Liberty argued the absence of such an agreement rendered

judgment on the pleadings inappropriate. Id. at 9–10 & n.7. But

the district court construed Liberty’s assertion that no

agreement existed as a legal conclusion, not a factual dispute.

Because legal conclusions about a collective bargaining

agreement are accorded “no special deference,” id. at n.7

(quoting Local Union No. 47, Int’l Bhd. Of Elec. Workers v.

NLRB, 927 F.2d 635, 640 (D.C. Cir. 1991)), the district court

found no material fact about the contract to be in dispute.

On appeal, Liberty argues that its denial was factual, not

legal, and so failure to accept its denial as true was legal error;

that the complete contractual terms and scope were not before

the district court on the pleadings, as recognized by the district

court’s opinion and the pleadings; and that without a full

contract to interpret, the order to arbitrate was error. Echoing

the district court, MEBA simply responds that Liberty’s claim

that it did not have an agreement with MEBA covering the

Liberty Peace is a legal conclusion, not a dispute of material

fact. MEBA also argues that Liberty never denied the existence

of a collective bargaining agreement that contains a broad

arbitration clause, nor that those agreements are still in effect.

It claims that Liberty’s “tactic” is “smoke and mirrors.”

Appellee Br. 10. MEBA maintains that Liberty contradicted its

appellate theory of the case in litigating the case below,

claiming that Liberty conceded the existence of the contract

16

and disputed only whether the contract’s broad terms covered

the Liberty Peace. Essentially, MEBA claims that Liberty’s

appeal is rooted in procedural technicalities, rather than a good

faith factual dispute over whether an arbitration clause exists in

an authentic, extant contract.

Giving all reasonable inferences to Liberty, Liberty raised

material issues of fact that rendered judgment on the pleadings

inappropriate. First, Liberty properly disputed the existence of

a contract to arbitrate in this case. Without a contract binding

the parties to arbitrate, an order compelling arbitration is

improper. “[A]rbitration is a matter of contract and a party

cannot be required to submit to arbitration any dispute which

he has not agreed so to submit.” AT&T Techs., Inc. v.

Commc’ns Workers of Am., 475 U.S. 643, 648 (1986)

(quotation marks and citation omitted). Such contracts must be

“interpreted as a whole.” United States v. Hunt, 843 F.3d 1022,

1028 (D.C. Cir. 2016) (quoting Restatement (Second) of

Contracts § 202(2)). And although “the determination that

parties have contractually bound themselves to arbitrate

disputes . . . is a legal conclusion[,] . . . the findings upon which

that conclusion is based are factual.” Bailey v. Fed. Nat’l

Mortg. Ass’n, 209 F.3d 740, 744 (D.C. Cir. 2000) (quoting

Chelsea Square Textiles, Inc. v. Bombay Dyeing & Mfg. Co.,

189 F.3d 289, 295 (2d Cir. 1999)); see also 11 Williston on

Contracts § 30:3 (4th ed.) (“It is generally a question of fact . . .

whether or not a contract . . . actually exists.”).

The existence of a contract to arbitrate must first be

established through a factual determination of what constitutes

the parties’ full agreement. As such, the district court erred

when it based its conclusion of arbitrability on a contract of

genuinely disputed authenticity. Liberty denied the authenticity

of the copies of the Master Agreements that MEBA attached to

its complaint. Specifically, MEBA alleged in its complaint:

17

Liberty first became signatory to a collective bargaining

agreement with MEBA in 1988 when the Company signed

on to both the Union’s 1986-1990 Tanker Vessels Master

Agreement and the 1986-1990 Dry Cargo Vessels Master

Agreement. A copy of the 1986-1990 Tanker Vessels

Master Agreement and Liberty’s signature page is attached

hereto as Exhibit A. A copy of the 1986-1990 Dry Cargo

Vessels Master Agreement is attached hereto as Exhibit B.

These agreements cover all U.S. flagged vessels owned,

managed or operated by Liberty.

MEBA Compl. ¶ 8. In its answer, Liberty admitted that Liberty

signed the Master Agreements but denied all other allegations

in ¶ 8 of the complaint not expressly admitted. This included

denying MEBA’s allegation that Exhibits A and B were copies

of the Master Agreements. Liberty also denied that even the

authentic version of these agreements covered all U.S. flagged

vessels managed by Liberty.

Accepting Liberty’s allegations as true and making all

reasonable inferences in Liberty’s favor, as the Rule 12(c)

standards require, means that Exhibits A and B were not

authenticated copies of the two Master Agreements. Without

authenticated Master Agreements, the district court lacked

adequate factual support for its finding that the language of the

agreements contained an extant arbitration clause. This dispute

over authenticity created a material issue of fact that should

have been enough to defeat MEBA’s Rule 12(c) motion. See

Horsley v. Feldt, 304 F.3d 1125, 1135 (11th Cir. 2002)

(“Because the authenticity of the [documents] attached to the

amended answer is disputed, . . . they may not be considered in

deciding the Rule 12(c) motion for judgment on the

pleadings.”); see also Philips, 572 F.3d at 180.

18

Second, several disputed contract provisions were not

included in the pleadings and attachments. The pleadings

showed that, at least in 2012, Liberty and MEBA were parties

to “a Memorandum of Understanding dated September 23,

2005, as amended; various Side Letters, dated June 8, 2005,

October 28, 2005, and July 14, 2010, respectively; and Letters

of Understanding, dated July 7, 2009, and February 21, 2010,

respectively.” MEBA Compl. Exhibit C. Liberty conceded the

authenticity of the MOU. But Liberty maintained that the six

documents referenced in the MOU, but not attached to

MEBA’s complaint, were relevant to whether any collective

bargaining agreement or arbitration clause applied to the new

vessel.

Liberty stresses the pre-suit correspondence attached to

MEBA’s complaint referenced over a dozen other documents,

only three of which were attached to the complaint, and only

one of which was conceded to be authentic. Liberty also

disputed that a contract covered the Liberty Peace on the basis

that MEBA failed to define “this Agreement” in the arbitration

clause. Because the parties’ contractual relationship has been

modified by numerous agreements over the decades since the

Master Agreements were signed, the record does not make

clear to what “this Agreement” refers.

The district court, however, assumed these numerous side

letters and letters of understanding did not modify the

agreement in any meaningful way, accepting that “the

grievance and arbitration procedures contained in the Tanker

and Dry Cargo Master Agreements remain binding” without

having reviewed the “terms and conditions of employment of

the [collective bargaining agreements], side letters, and letters

of understanding.” Dist. Ct. Op. at 3. These assumptions were

inappropriate in the face of controverted facts about the

Agreements’ content. The pleadings and limited attachments

19

did not support the conclusion that “no material fact is in

dispute.” Peters, 966 F.2d at 1485.

Third, the district court drew improper inferences against

Liberty, the opposing party, rather than against MEBA, the

moving party. The district court concluded “Liberty failed to

point to any evidence to rebut the presumption of arbitrability.”

Dist. Ct. Op. at 14. Yet at this stage of the proceedings, it was

MEBA’s burden to demonstrate the existence of an applicable

arbitration agreement, not Liberty’s burden to rebut it. See

Beal, 312 U.S. at 51. Although the district court correctly

identified the federal policy in favor of arbitration agreements,

Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460

U.S. 1, 24–25 (1983), that policy becomes a presumption only

when the factual existence of a contract for arbitration has been

established. See AT&T, 475 U.S. at 648; Bailey, 209 F.3d at

744. The district court also found that “no agreement between

the parties contains language excluding this sort of dispute

from arbitration.” Dist. Ct. Op. at 14. But because the whole

“agreement” was not before the district court, it erred by

inferring, in a manner that favored MEBA, that the “cont[ent]”

and “language” of the agreement did not exclude the dispute

over the Liberty Peace from arbitration.

Fourth, the district court erred by refusing to allow

discovery over Liberty’s objection that there was a material

factual dispute about the existence of an agreement to arbitrate

issues relating to the Liberty Peace. See Dec. 14, 2017 Minute

Order. Discovery would have required the district court to treat

MEBA’s motion as one for summary judgment. Fed. R. Civ. P.

12(d) (“If, on a motion under Rule 12(b)(6) or 12(c), matters

outside the pleadings are presented to and not excluded by the

court, the motion must be treated as one for summary judgment

under Rule 56. All parties must be given a reasonable

opportunity to present all the material that is pertinent to the

20

motion.”). Granting such discovery would have allowed

Liberty to attempt to substantiate, or MEBA to refute, the claim

that the complete contractual record, when read as a whole,

does not require arbitration of this dispute.

Despite MEBA’s claim that Liberty’s argument consists of

“smoke and mirrors,” MEBA has not shown that Liberty lacks

a good faith basis for its appeal. Parties are presumed to have a

good faith basis for denying allegations, even at the pleading

stage. See Amnesty Am. v. Town of W. Hartford, 361 F.3d 113,

131 (2d Cir. 2004) (“Because attorneys, as officers of the court,

are presumed not to offer in opposition” to dispositive motions

“evidence that they have no good faith basis to believe will be

available or admissible at trial, the burden is on the moving

party.”). For the reasons stated above and in light of the

incomplete contractual record, we assume there was a good

faith basis for Liberty to challenge judgment on MEBA’s

pleadings. We expect the parties, on remand, will act in good

faith to narrow their dispute and avoid burying the district court

with reams of contractual provisions not arguably relevant to

the arbitrability issue in this case.

***

This case involved disputed issues of material fact that

rendered the unusual remedy of judgment on the pleadings

inappropriate. Because the district court should have first

determined whether Liberty and MEBA had a valid contract

for arbitration by looking at their whole agreement, we reverse

the judgment on the pleadings and remand the case for further

proceedings consistent with this opinion.

So ordered.