FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
RHODE ISLAND [Hon. Ronald L. Lagueux, U.S. District Judge]
Christopher Callaci, for appellant.
C. Casey, with whom Jillian S. Folger-Hartwell and Littler
Mendelson, P.C. were on brief, for appellee.
Torruella, Lipez, and Barron, Circuit Judges.
TORRUELLA, Circuit Judge.
appeal requires us to decide whether a dispute between
employees and their successor employer should be resolved in
arbitration or in the courts. The parties agreed to arbitrate
this dispute. The district court, however, refused to compel
arbitration; it found that ERISA preempted arbitration of
this dispute, and reasoned that this, in turn, presented an
issue of arbitrability properly decided by a judge, not an
arbitrator. Because we find that the issue of ERISA
preemption in this case is not an issue of arbitrability, but
rather one that is squarely for the arbitrator to decide, we
Prime Healthcare Services ("Prime") purchased
Landmark Medical Center ("Landmark"), a
financially-troubled hospital in Woonsocket, Rhode Island, in
December 2013. Defendant-Appellant United Nurses and Allied
Professionals, Local 5067 ("Union") is a union
local which represented Landmark's employees pursuant to
a collective bargaining agreement.
2006, Landmark and the Union entered into a collective
bargaining agreement ("Landmark CBA"), in effect
until 2009, renewed automatically each year unless either
party reopened. This CBA contained a grievance and
arbitration clause that provided that any unresolved disputes
"concerning the interpretation, application or
meaning" of the CBA could be submitted to arbitration
with the American Arbitration Association. This CBA also
contained a pension provision, which stated, in relevant
The Employer [Landmark] and the Union agree that, if during
the term of this Agreement the Employer sells more than fifty
(50) percent of its assets, the Employer may terminate the
Landmark Medical Center Retirement Plan for Union Employees
in accordance with the requirements of ERISA. The Union
acknowledges and agrees it is clearly and unmistakably
waiving any and all rights it has or may have to bargain with
the Employer over any aspect of the termination, provided
such termination shall not reduce benefits accrued by any
participant in the Landmark Medical Center Retirement Plan
for Union Employees as of the date of termination.
2008, Landmark was placed under the oversight of a Temporary
Special Master by the Providence Superior Court due to its
2012, Prime made an offer to take over Landmark. Prime met
with the Union and agreed that it would take over
Landmark's contract with its employees.
October 10, 2012, Prime and the Union signed a cover
memorandum ("Cover Memorandum") and accompanying
contract ("Prime CBA"). The Cover Memorandum
provided that "Prime shall recognize and continue to
process any and all grievances and/or labor arbitrations
pending at the time of the closing pursuant to the CBAs
referenced herein". The Cover Memorandum also stipulated
that in the event of inconsistencies between the Cover
Memorandum and the Asset Purchase Agreement (that was yet to
be concluded and approved by the court), the Cover Memorandum
would govern. The Prime CBA contained the same
grievance/arbitration clause as the Landmark CBA.
5, 2013, the Pension Benefit Guarantee Corporation
("PBGC") announced its intention to involuntarily
terminate Landmark's defined benefit retirement plan
because Landmark had failed to maintain the minimum funding
requirements.The termination was completed the following
1, 2013, the Union filed a grievance against Landmark
alleging a violation of the pension provision of the Landmark
CBA. The grievance was denied, and the Union demanded
8, 2013, the Providence Superior Court authorized Landmark to
execute the termination agreement. The Court also ruled that
"any and all rights and remedies of [the Union] with
respect to the employee retirement benefits are
reserved." The PBGC and the Special Master then entered
into an Agreement for Appointment of Trustee and Termination
Agreement conveyed all assets of the retirement plan to the
PBCG, and provided, inter alia, that any asset
purchase agreement that the Special Master entered into could
not include assumption of the retirement plan.
October 2013, the Union amended its grievance against
Landmark to state: "The employer violated the governing
Collective [B]argaining Agreement . . . when it changed the
terms of the defined pension benefit provisions and ceased
making contributions to employees [sic] pensions".
Landmark denied this amended ...