## Facts

- Plaintiffs were hourly employees at Dayton Malleable, Inc.’s Columbus foundry and members of a union local that served as their collective-bargaining representative.
- In June 1979, the employer told the union the foundry was losing money and would close unless the union agreed to several contract changes, including extending the collective bargaining agreement through December 1980.
- The employer indicated that concessions could lead its board to invest significant capital and that, with changes and investment, the plant would “have at least a chance” to become successful.
- The contract changes were reduced to a memorandum of agreement and approved by an employee vote.
- After the agreement, the employer invested about $5 million in new equipment, but the plant continued to suffer heavy losses.
- The employer closed the Columbus foundry in May 1980, before December 1980.
- Plaintiffs sued the employer under LMRA § 301 for alleged breach of the collective bargaining agreement and asserted state-law fraud/misrepresentation and civil conspiracy claims.
- Plaintiffs sued the union for breach of the duty of fair representation, breach of contract, and conspiracy, alleging the union misled members, failed to act against the closure, and negotiated inadequate closing-related terms.
- Both defendants moved for summary judgment.

## Issues

1. Whether the employer breached the collective bargaining agreement actionable under LMRA § 301 by closing the foundry before December 1980 and by allegedly failing to invest a promised $8–10 million.
2. Whether the employer’s statements about investment and continued operation constituted actionable fraud or misrepresentation under Ohio law.
3. Whether the union breached its duty of fair representation in negotiating the 1979 modifications and responding to the closure.
4. Whether plaintiffs could maintain a civil conspiracy claim against the employer and union based on an alleged agreement to defraud employees.

## Decision

- The court granted summary judgment to the employer on the LMRA § 301 claim and all pendent state-law claims.
- The court granted summary judgment to the union on the duty of fair representation claim, the contract claim, and the conspiracy claim.
- The court held the record showed no genuine dispute of material fact and defendants were entitled to judgment as a matter of law.

## Legal Principles

- A § 301 breach-of-contract claim turns on the terms of the collective bargaining agreement; absent clear written language, a court will not infer a promise that an employer must keep a plant open for a specified period or invest a specified amount.
- Statements framed as conditional expectations or predictions about future success generally do not create enforceable contractual obligations without incorporation into the agreement.
- Under Ohio fraud standards, actionable fraud requires a misrepresentation of existing material fact; projections, opinions, or statements about future events typically do not satisfy that element, particularly where subsequent conduct (such as substantial investment) is consistent with good-faith intent.
- A civil conspiracy claim requires an actionable underlying tort and evidence of an agreement to commit it; failure of the underlying fraud theory defeats the conspiracy claim.
- A union breaches the duty of fair representation only if its conduct is arbitrary, discriminatory, or in bad faith; rational bargaining decisions made under economic pressure, without evidence of hostility or deliberate deception, do not meet that standard.
- A generalized claim that a union failed to “protect members’ interests” does not establish a separate enforceable contract claim where no specific contractual undertaking beyond the duty of fair representation is shown.

## Conclusion

The court entered judgment for both defendants because the collective bargaining agreement did not guarantee continued operation or a specific investment amount, the alleged inducements were nonactionable predictions rather than fraud, and the union’s bargaining and response to the closure were not arbitrary, discriminatory, or in bad faith.


Abbington v. Dayton Malleable, Inc., 561 F. Supp. 1290 (S.D. Ohio 1983)