Whorton v. Mack Trucks, Inc.

          MEMORANDUM

          CATHERINE C. BLAKE UNITED STATES DISTRICT JUDGE.

         The plaintiffs, thirty-seven employees of Mack Trucks, Inc. ("Mack Trucks") and/or Volvo Group North America, LLC ("Volvo")^[1] and dues paying members of International Union, United Automobile Aerospace and Agricultural Implement Workers of America ("UAW") and/or Local No. 171 of UAW ("Local 171"), allege that Mack Trucks and Volvo (the "employer defendants") have illegally deducted money from their paychecks, and that UAW and Local 171 (the "union defendants") have breached their duty to fairly represent the plaintiffs. The plaintiffs filed their complaint in the Circuit Court of Maryland for Washington County on January 10, 2019, and the defendants removed the case to this court on February 12, 2019. Now pending are the union defendants' motion to dismiss^[2] and the plaintiffs' motion for leave to amend their complaint. The motions have been fully briefed and no oral argument is necessary.

         FACTS AND PROCEDURAL HISTORY

         The union defendants are the plaintiffs' exclusive collective bargaining agent under the collective bargaining agreement ("CBA"). (Compl. ¶ 52). In 2011 and 2012, the employer defendants and union defendants signed a memorandum of understanding ("MOU") and memorandum of agreement ("MOA") regarding how the seniority of temporary employees who are later hired as permanent employees would be calculated. (Id. ¶¶ 60, 61). At some point, however, the seniority and, in particular, the employees' vacation entitlements became disputed, and the union filed a grievance (the "wage grievance") on November 7, 2016. (Id. ¶ 53; ECF 11- 2 at 34, 2016 Wage Grievance).^[3] The union, however, withdrew that grievance on September 19, 2017, ^[4] (Compl. ¶ 53; ECF 11-2 at 36, Withdrawal of Grievance), and on October 25, 2017, entered into an MOU with the employer defendants regarding the repayment of vacation payments the employees were alleged to have received in error (ECF 11-2 at 46, MOU Regarding the Overpayment of Vacation Benefits ("2017 MOU")). According to the plaintiffs, this MOU "improperly attempted to retroactively nullify the seniority terms of the" earlier agreements. (Compl. ¶ 72).

         Sometime in 2017 or 2018, the employer defendants began informing the plaintiffs that they would need to repay the amount they had been overpaid for used and unused vacation time. (Id. ¶ 65). On April 11, 2018, the union consulted an attorney, who advised the union that the repayments were in violation of the 2011 MOU and 2012 MOA. (Id. ¶ 68). Local 171's president, David Dopp, also sought legal advice from this lawyer personally regarding the seniority status and wage deductions and, after he did so, the lawyer was unable to represent the plaintiffs because doing so would create a conflict of interest with Dopp. (Id. ¶ 72). The plaintiffs allege that David Dopp "appears to have intentionally created a conflict of interest," and on July 5, 2018, the plaintiffs sent Dopp a demand to "immediately obtain replacement counsel. . . due to Mr. Dopp's improper actions." (Id. ¶ 72-73).

         The plaintiffs allege in Count III^[5] of their complaint that the union defendants breached their duty of fair representation by "withdrawing Plaintiffs' Wage Grievance, failing/refusing to initiate/demand arbitration of Plaintiffs' Wage Grievance, failing/refusing to seek fair compensation for Plaintiffs' Wage Grievance, and/or sabotaging Plaintiffs' rights to full compensation and/or seniority status to which [they] are/were entitled." (Id. ¶ 74).

         In the plaintiffs' corrected motion for leave to amend their complaint, they seek to add another allegation that the union defendants attempted to thwart, refused to process, and refused to pursue grievances filed by the plaintiffs in December 2018 relating to the wage deductions made between June 2018 and December 2018. (ECF 19-2, Proposed Am. Compl. ¶ 74).

         STANDARD OF REVIEW

         Motion to Dismiss:

         To survive a motion to dismiss, the factual allegations of a complaint "must be enough to raise a right to relief above the speculative level on the assumption that all the allegations in the complaint are true (even if doubtful in fact)." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007) (internal citations omitted). "To satisfy this standard, a plaintiff need not 'forecast' evidence sufficient to prove the elements of the claim. However, the complaint must allege sufficient facts to establish those elements." Walters v. McMahen, 684 F.3d 435, 439 (4th Cir. 2012) (citation omitted). "Thus, while a plaintiff does not need to demonstrate in a complaint that the right to relief is 'probable,' the complaint must advance the plaintiffs claim 'across the line from conceivable to plausible.'" Id. (quoting Twombly, 550 U.S. at 570). Additionally, although courts "must view the facts alleged in the light most favorable to the plaintiff," they "will not accept 'legal conclusions couched as facts or unwarranted inferences, unreasonable conclusions, or arguments'" in deciding whether a case should survive a motion to dismiss. U.S. ex rel. Nathan v. Takeda Pharm. North Am., Inc., 707 F.3d 451, 455 (4th.Cir. 2013) (quoting Wag More Dogs, LLC v. Cozart, 680 F.3d 359, 365 (4th Cir. 2012)).

         Motion to Amend

         Leave to amend should be freely granted under Rule 15(a), and amendments are generally accepted absent futility, undue prejudice, or bad faith. See Foman v. Davis, 371 U.S. 178, 182 (1962); Matrix Capital Mgmt. Fund, LP v. BearingPoint, Inc., 576 F.3d 172, 193 (4th Cir. 2009) (explaining that leave to amend "should be denied only when the amendment would be prejudicial to the opposing party, there has been bad faith on the part of the moving party, or amendment would be futile.").

         DISCUSSION

         Motion to Dismiss:

         The union defendants argue in their motion to dismiss that the plaintiffs' claim for breach of the duty of fair representation ("DFR claim") is time-barred, as the complaint was filed past the six-month statute of limitations set forth in Section 10(b) of the National Labor Relations Act ("NLRA"). The plaintiffs argue that the applicable statute of limitations is Maryland's three-year statute of limitations for contract claims.

         The applicable statute of limitations:

         The parties first disagree as to whether the plaintiffs can bring a DFR claim under state law, or whether they must bring it under ...