United Packinghouse Workers of America, a Labor Organization Affiliated With a.f.l.-c.i.o. v. Maurer-Neuer, Inc., a Kansas Corporation
272 F.2d 647
10th Cir.
1959
Check Treatment
PICKETT, Circuit Judge.

Mаurer-Neuer, Inc., a Kansas corporation, brought this action under Section 301(a) of The Labor Management Relations Act of 1947, (29 U.S.C.A. § 185 (a)), against United Packinghouse Workers of America, a labor organization affiliated with A.F.L.-C.I.O., and its Local No. 36, to recover damages for breach of a no-strike provision in a collective bargaining agreement. Alleging that the contract showed on its face that it was signed by U.P.W.A. as agent for Local No. 36 and not as principal, U.P. W.A. moved to dismiss on the ground that the court lacked jurisdiction under Section 301(a). This aрpeal from the order overruling the motion was allowed under the provisions of the Interlocutory Appeals Act, 28 U.S.C.A. § 1292(b).

The complаint alleges that the plaintiff is engaged in the meat packing business in Kansas City, Kansas and that its employees are members of and reprеsented by the defendant unions; that a collective bargaining agreement was executed with plaintiff by the defendant unions as joint princiрals; that the unions refused to arbitrate as required by the contract and refused to allow or permit their members to return to work for plaintiff; that they allowed, set up and operated picket lines on and about plaintiff’s property; and that the defendant unions, thi'ough their officers and representatives, permitted, ratified and encouraged a strike of the employees followed by illegal picketing and promoted the strike by the payment of strike benefits, in violation of the contract provisions and to plaintiff’s damage.

The introductory clause to the contract reads:

“Agreemеnt between Maurex-Neuer, Inc. and United Packinghouse Workers ‍‌​​​‌‌‌‌​​​‌​​‌​‌‌​​​​​​‌​‌​​​‌​‌‌​​‌​‌​​​‌‌‌​‌‌‍of America, A.F.L.C.I.O. For And On Behalf Of Local Union No. 36.”

The contract was signed “United Packinghouse Workers of America, C.I.O., for and on behalf of Local Union No. 36.” The contract indicates that it was approved by the President, Secretary-Treasurer, and District Director Representative of U.P.W.A., and also by a Local Union Committee. The U.P.W.A. contends that thе description of the parties in the contract, together with the signatures, clearly and unambiguously shows that it was acting as agent for Local No. 36 in negotiating the contract, and was not a principal.

Agency is a fiduciary relationship whereby one person is authorizеd to represent or act for another, generally or in particular matters. The principal has the right to control the conduсt of the agent as to matters entrusted to him. Restatement, Second, Agency, §§ 1, 14; Wasilowski v. Park Bridge Corp., 2 Cir., *649 156 F.2d 612; Kelly v. United States Steel Corp., D.C.W.D.Pa., 170 F.Supp. 649; Schenstrom v. Continental Machines, D.C.Minn., 85 F.Supp. 374. The law is well settled that if an integrated contract, by unambiguous language, makes it clear that a signer is acting in a representative ‍‌​​​‌‌‌‌​​​‌​​‌​‌‌​​​​​​‌​‌​​​‌​‌‌​​‌​‌​​​‌‌‌​‌‌‍capacity for a disclosed principal, he is not a party to the contract. Restatement, Second, Agency, §§ 156, 157; Whitney v. Wyman, 101 U.S. 392, 25 L.Ed. 1050; Shilman v. United States, 2 Cir., 164 F.2d 649, certiorari denied, 333 U.S. 837, 68 S.Ct. 608, 92 L.Ed. 1122; Thomas v. Gonzelas, Wyo., 331 P.2d 832. An agent is not bound by a contract executed for a principal if he acted within his authority. Willis-ton, Rev.Ed., Vol. I, § 281; Restatement, Second, Agency, § 320. But the use of the word “agent” in connection with the signature of the signer does not of itself prevent the inference that he is a party to the instrument. Restatement, Second, Agency, § 156; Russello v. Mori, 153 Cal.App.2d 828, 315 P.2d 343; Bissonnette v. Keyes, 319 Mass. 134, 64 N.E.2d 926. If the unambiguous language of a contract does not show whether a party signed as a principal or as an agent, extrinsic evidence may be introduced to show the intention of the parties. Restatement, Second, Agency, § 323(2); Brown v. Prince, 10 Cir., 161 F.2d 537; Annotation 113 A.L.R. 1364, 1382. Usually an ambiguity is said to exist whеn from a consideration of the entire instrument the meaning of the controverted words is capable of more than one conclusion. That ‍‌​​​‌‌‌‌​​​‌​​‌​‌‌​​​​​​‌​‌​​​‌​‌‌​​‌​‌​​​‌‌‌​‌‌‍is, the meaning of the expression is uncertain. Black’s Law Dictionary, p. 105; 3 Words and Phrases, Ambiguity p. 436; 20 Am.Jur., Evidence, § 1147; Zehnder v. Michaud, 8 Cir., 145 F.2d 713; Buchanan v. Swift, 7 Cir., 130 F.2d 483.

Collectivе bargaining agreements are unique in character and a field unto themselves. They are, of course, binding and enforceable as to all parties to them. Their principal objectives are to effect better working conditions for employees and to achieve industrial peace between employers and employees. See Textile Workers Union of America v. Lincoln Mills, 353 U.S. 448, 77 S.Ct. 923, 1 L.Ed.2d 972; Local 1912, International Ass’n of Machinists v. United States Potash Co., 10 Cir., 270 F.2d 496. As in this case, there are national unions representing the employees in partiсular industries and crafts throughout the nation, regardless of who the employers are or where they are located. Local unions affiliated with a national or parent association are usually the bargaining representatives of the employees of a lоcal employer. The contracts made by a national union for the employees of one employer are not neсessarily the same as those which ‍‌​​​‌‌‌‌​​​‌​​‌​‌‌​​​​​​‌​‌​​​‌​‌‌​​‌​‌​​​‌‌‌​‌‌‍may be entered into for employees of different employers in the same industry. However, all members of the local unions are also members of the parent organization. The purpose and interest of both the local and parent organizations are the same. The only difference is that the activities of the national are directed toward the membеrs of all of its locals. In some instances, benefits, including wages, may be controlled by a national policy. 1 U.P.W.A. negotiated the contract in question for the benefit of a particular group of its members, that is, the group comprising Local No. 36.

We think that, considering this contrаct in its entirety, and not ignoring the inherent relationship between a national and local union, it cannot be said that the use of the words “for and on behalf of Local No. 36” clearly and unambiguously establishes that U.P.W.A. was acting as an agent and not as a principal and are not subject to explanation. When the parent association negotiates a contract for a local, it is acting in behalf of some of its members and thus is fulfilling its own purposes. In signing a contract for a principal, an agent does *650 not directly benefit from the pеrformance of that contract. See Russello ‍‌​​​‌‌‌‌​​​‌​​‌​‌‌​​​​​​‌​‌​​​‌​‌‌​​‌​‌​​​‌‌‌​‌‌‍v. Mori, supra; Foster Trailer Co. v. United States Fidelity & Guar. Co., 190 Tenn. 181, 228 S.W.2d 107. Evidence may disclose the nationаl union had more interest in the contract than that of a mere agent and that the national had complete control, to the еxclusion of the local, over negotiations of the terms of the contract. Evidence may also show that the term “for and on behalf of Local No. 36” was for the purpose of designating which group of U.P.W.A. members the contract provisions were to affect, and thаt no principal and agent relationship was intended to be designated.

Affirmed.

Notes

1

. This contract provides that “in the event of a wage incrеase or decrease in rates agreed upon by the Big Four Packers and the UPWA-CIO, such increase or decrease will be applied to the existing rates as listed herein.”