United States District Court, S.D. California
ORDER GRANTING DEFENDANT'S MOTION TO DISMISS SECOND AMENDED COMPLAINT [Dkt. No. 12.]
GONZALO P. CURIEL, District Judge.
Before the Court is Defendant California Nurses Association/National Nurses Organizing Committee's ("CNA/NNOC" or "CNA") motion to dismiss the second amended complaint under Federal Rule of Civil Procedure ("Rule") 12(b)(6). (Dkt. No. 12.) Plaintiff Fallbrook Hospital Corporation d/b/a Fallbrook Hospital filed an opposition and Defendant filed a reply. (Dkt. Nos. 14 & 15.) The motion is submitted on the papers without oral argument pursuant to Civil Local Rule 7.1(d)(1). Based on the analysis below, the Court GRANTS Defendant's motion to dismiss.
Plaintiff Fallbrook Hospital operates an acute care hospital in Fallbrook, California. (Dkt. No. 11, SAC ¶ 5.) Defendant CNA/NNOC is a labor organization and was certified by the National Labor Relations Board ("NLRB") on May 24, 2012 as the exclusive collective bargaining representative of registered nurses employed by Fallbrook Hospital. ( Id. ¶ 7.) Plaintiff brings this action under Section 301 of the Labor Management Relations Act ("LMRA"), 29 U.S.C. § 185 et seq. against Defendant for failing to comply with an oral bargaining agreement to submit all unresolved disputes to final and binding arbitration. It alleges causes of action for breach of contract and seeks relief in the forms of damages, specific performance and declaratory relief.
According to the second amended complaint, in March 2012, the parties met to discuss an agreement between Fallbrook Hospital and the CNA "which would define certain terms and conditions to govern any organizing which might be conducted by the CNA among Registered Nurses employed by Fallbrook, and which would define a framework for the negotiation of an initial collective bargaining agreement in the event the CNA was certified by the NLRB as the exclusive collective bargaining agent for Fallbrook's Registered Nurses." (Dkt. No. 11, SAC ¶ 14.) At the meeting, the parties entered into a proposed labor relations agreement ("proposed LRA") where the parties agreed to submit any unresolved disputes about compliance with or construction of the Agreement exclusively to final and binding arbitration. ( Id. ¶ 15.) They also agreed that they would work together to resolve issues through direct discussion and exclusive arbitration, instead of through appeal to outside persons, agencies, organizations or authorities. (Id.) Written drafts of the proposed LRA were then exchanged between the parties. ( Id. ¶ 17.)
On April 12, 2012, in a telephone conversation between Don Carmody, Fallbrook's representative, who is also an attorney, and Jane Lawhon, legal counsel for the CNA, the parties expected the proposed LRA to be executed once the parties completed exchanging comments regarding minor modifications. ( Id. ¶ 24.) In that conversation, Carmody suggested, and Lawhon agreed, that the parties should simply orally agree to apply the terms memorialized in the most recent written draft copy of the proposed LRA with respect to the following terms: "a) the CNA's service of a Notice of Intent to Organize' the Registered Nurses employed by Fallbrook; b) the CNA's subsequent organizing activity at Fallbrook; c) the filing of a petition for an election with, and the conduct of a secret ballot election by, the National Labor Relations Board (NLRB), and d) the negotiation of an initial collective bargaining agreement in the event the CNA won an election and was certified by the NLRB, including the standard of the conduct of bargaining between the Parties as specified on page 5, Section 4(a)(2) of the Proposed LRA." ( Id. ¶ 25.)
The SAC alleges that the CNA agreed to a standard that would apply to the parties' negotiations of a collective bargaining agreement ("CBA") and that the negotiations would be governed by a private standard developed by the parties, and not by any outside law and a private arbitrator would hold the exclusive jurisdiction to decide whether the CNA or Fallbrook had violated the agreed upon standard. ( Id. ¶ 26.) Pursuant to the terms and conditions of the oral CBA, the parties waived their right to resolve any dispute by filing an unfair labor practice charge with the NLRB and all disputes would be submitted directly to the arbitrator. ( Id. ¶ 27.)
To demonstrate that the parties were in compliance with the terms and conditions of the oral CBA, Plaintiff points to numerous instances where the parties conducted and complied with the terms and conditions of the oral CBA. ( Id. ¶ 32.) Moreover, from April 12, 2012 until September 26, 2012, Plaintiff claims that the CNA sought to resolve all disputes through the oral CBA's dispute resolution procedure and presents two examples where the CNA presented disputes to an arbitrator. ( Id. ¶¶ 33, 34.)
In addition, the SAC alleges that on July 3, 2012, the parties participated in a bargaining session pursuant to the oral CBA when a dispute arose. ( Id. ¶¶ 36, 38.) Mr. Carmody stated that when he told Matthews, the CNA representative, that he could take the matter to binding arbitration in compliance with the terms of the oral CBA, Matthews did not state any disagreement that arbitration was the parties' agreed upon forum. ( Id. ¶ 42.) Matthews ultimately filed an unfair labor practice charge against Falbrook with the NLRB in July 2012. ( Id. ¶¶ 43, 44.) Plaintiff complains that Defendant breached the oral CBA agreement by filing a ULP charge with the NLRB.
A. Legal Standard on Federal Rule of Civil Procedure 12(b)(6)
Federal Rule of Civil Procedure ("Rule") 12(b)(6) permits dismissal for "failure to state a claim upon which relief can be granted." Fed.R.Civ.P. 12(b)(6). Dismissal under Rule 12(b)(6) is appropriate where the complaint lacks a cognizable legal theory or sufficient facts to support a cognizable legal theory. See Balistreri v. Pacifica Police Dep't. , 901 F.2d 696, 699 (9th Cir. 1990). Under Federal Rule of Civil Procedure 8(a)(2), the plaintiff is required only to set forth a "short and plain statement of the claim showing that the pleader is entitled to relief, " and "give the defendant fair notice of what the... claim is and the grounds upon which it rests." Bell Atlantic Corp. v. Twombly , 550 U.S. 544, 555 (2007).
A complaint may survive a motion to dismiss only if, taking all well-pleaded factual allegations as true, it contains enough facts to "state a claim to relief that is plausible on its face." Ashcroft v. Iqbal , 556 U.S. 662, 678 (2009) (quoting Twombly , 550 U.S. at 570). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id . "Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Id . "In sum, for a complaint to survive a motion to dismiss, the non-conclusory factual content, and reasonable inferences from that content, must be plausibly suggestive of a claim entitling the plaintiff to relief." Moss v. U.S. Secret Serv. , 572 F.3d 962, 969 (9th Cir. 2009) (quotations omitted). In reviewing a Rule 12(b)(6) motion, the Court accepts as true all facts alleged in the complaint, and draws all reasonable inferences in favor of the plaintiff. al- Kidd v. Ashcroft , 580 F.3d 949, 956 (9th Cir. 2009).
Where a motion to dismiss is granted, "leave to amend should be granted unless the court determines that the allegation of other facts consistent with the challenged pleading could not possibly cure the deficiency.'" DeSoto v. Yellow Freight Sys., Inc. , 957 F.2d 655, 658 (9th Cir. 1992) (quoting Schreiber Distrib. Co. v. Serv-Well Furniture Co. , 806 F.2d 1393, 1401 (9th Cir. 1986)). In other words, where leave to amend ...