## Facts

- District 65, a union, executed a collective bargaining agreement (CBA) with Interscience Publishers, Inc., expiring January 31, 1962, containing grievance and arbitration procedures.
- Before the CBA expired, Interscience merged into John Wiley & Sons, Inc., and Wiley continued the business operation.
- The union asserted that Wiley, as successor employer, was bound by the CBA, including its arbitration clause.
- The union alleged Wiley violated the CBA (including matters involving layoffs, seniority, and union-related rights) and sought to compel arbitration under § 301 of the Labor Management Relations Act (LMRA).
- The district court denied the request to compel arbitration; the Second Circuit reversed and directed arbitration.

## Issues

1. Whether a successor employer created by merger can be required to arbitrate under a CBA executed by the merged predecessor.
2. Whether courts or arbitrators decide compliance with contractual procedural prerequisites to arbitration under the CBA.

## Decision

- The Supreme Court affirmed the judgment directing Wiley to submit to arbitration (affirmed in part on other grounds).
- The Court held that employee rights under a CBA are not automatically extinguished by the employer’s merger and, in appropriate circumstances, the successor may be required to arbitrate.
- The Court reiterated that courts decide whether an agreement requires arbitration of a dispute.
- The Court held that procedural questions arising from the dispute and bearing on its disposition are to be decided by the arbitrator.

## Legal Principles

- In § 301 LMRA actions, federal substantive law governs, drawn from national labor policy.
- A successor by merger may be compelled to arbitrate under a predecessor’s CBA when there is substantial continuity of the business enterprise and the union clearly asserts rights under the agreement.
- Courts decide the threshold question whether a duty to arbitrate exists under the agreement for the category of dispute presented.
- Once a duty to arbitrate is found, procedural arbitrability matters (including grievance-step compliance and timeliness) are for the arbitrator, not the court.

## Conclusion

The Court held that a merger does not automatically eliminate employees’ bargained-for arbitration rights and that, where business continuity and a clear union claim of contract rights exist, a successor employer may be required to arbitrate; procedural preconditions to arbitration are generally committed to the arbitrator after the court finds a duty to arbitrate.


John Wiley & Sons, Inc. v. Livingston, 376 U.S. 543 (1964)