Labor Union of Pico Korea, Ltd. v. Pico Products, Inc.

968 F.2d 191
CourtCourt of Appeals for the Second Circuit
DecidedJune 24, 1992
DocketNos. 1628, 1785, Dockets 92-7143, 92-7203
StatusPublished
Cited by2 cases

This text of 968 F.2d 191 (Labor Union of Pico Korea, Ltd. v. Pico Products, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Second Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Labor Union of Pico Korea, Ltd. v. Pico Products, Inc., 968 F.2d 191 (2d Cir. 1992).

Opinion

CARDAMONE, Circuit Judge:

This appeal questions the territorial scope of § 301 of the Labor Management Relations Act which provides that suits for violations of labor contracts may be brought in federal court without regard to the citizenship of the parties if the employees work in an industry affecting commerce between a foreign country and a state. A rigid and literal reading of this provision might permit the instant action to lie. But since the extraterritorial application of our laws is not favored because such may readily lead to inadvertent clashes with the laws of other nations, we cannot presume Congress intended a Korean labor contract to come within § 301's compass.

Plaintiffs, citizens and domiciliaries of South Korea, are former employees of Pico Korea, Ltd. (Korea), a South Korean corporation with its principal place of business in Seoul. The labor union that served as plaintiffs’ bargaining representative is a duly formed trade union under the laws of South Korea. Korea’s American connection is that it was a wholly-owned subsidiary of Pico Macom, Inc. (Macom), a Delaware corporation with its principal place of business in California. Macom is, in turn, a wholly-owned subsidiary of defendant Pico Products, Inc., a New York corporation with its principal place of business in New York. Viewing this vertical corporate structure from the other direction, Pico Products owns Macom, which in turn owned Korea.

The facts are not in dispute. Korea was incorporated in 1985 to manufacture electronic components, all of which its parent Macom purchased except for a small amount sold to other customers at Macom’s direction. In April 1988 Korea experienced cash shortages, and the parent company had to advance working capital. In June 1988 the companies’ workers formed a labor union. A collective bargaining agreement was signed on November 15, 1988 with their employer. James D. O’Connell signed the agreement on Korea’s behalf as president. From 1986 through February 1989 O’Connell served as the executive [193]*193vice-president and director of Pico Products and as a member of the Board of Directors of Macom. He was the only person serving as a director of all three corporations.

Because Korea’s problems — increasing labor costs, low productivity and lack of operating capital — had an adverse impact on both Macom and Pico Products, a meeting of Pico Products’ Board of Directors was held on February 23, 1989 to discuss these developments. The meeting resulted in a resolution directing Macom immediately to cease providing additional working capital to Korea. The effect of this action, not unanticipated, was that Korea went out of business.

Plaintiffs instituted the present action in the Northern District of New York (Mc-Avoy, J.), asserting, inter alia, claims for breach of contract or, alternatively, tor-tious interference with advantageous contractual relationships. The essence of plaintiffs’ complaint is that the shutdown of Korea did not conform to the provisions of the labor agreement. Plaintiffs predicated jurisdiction under § 301 of the Labor Management Relations Act (LMRA), 29 U.S.C. § 185. The district court held federal question jurisdiction was lacking because § 301 was “passed ... with respect to United States workers, not workers in a foreign country.” Nonetheless, the action proceeded based on diversity of citizenship. The parties stipulated that New York (as opposed to South Korean) law applied.

After a bench trial, Judge McAvoy concluded that although “Pico Korea lacked autonomy over all but the most basic daily operations,” piercing the corporate veil to hold Pico Products liable under the terms of the labor contract was not warranted because “there [was] insufficient proof to conclude that this control was within the hands of the defendant.” The district court held plaintiffs had failed — as was required to hold Pico Products liable — “to pierce two corporate veils, not one.” With respect to plaintiffs’ tortious interference claim, the district court believed that though there was a valid and binding contract between plaintiffs and Korea — of which defendant was aware and the breach of which defendant induced — liability could not attach because “Pico Products’ action in inducing the breach of the contract was not malicious, but rather was motivated by justifiable concerns.”

Plaintiffs insist on appeal that federal law — under which they believe it is generally easier to pierce a corporate veil — should have been applied to determine the propriety of holding Pico Products liable as Korea’s alter ego. We disagree and affirm the judgment in favor of defendant Pico Products on plaintiffs’ state law claims substantially for the reasons stated by Judge McAvoy in his thorough opinion of December 21, 1991. Hence the merits of defendant’s cross-appeal need not be reached. We write in this case because the issue of § 301’s territorial scope presents a novel question.

DISCUSSION

As in all matters of statutory construction, we start with the statute itself. Section 301 provides in pertinent part that

[sjuits for violation of contracts between an employer and a labor organization representing employees in an industry affecting commerce ... may be brought in any district court of the United States having jurisdiction of the parties, without respect to the amount in controversy or without regard to the citizenship of the parties.

29 U.S.C. § 185(a). Federal courts have undertaken under this statute to develop a federal common law for the interpretation and enforcement of collective bargaining agreements, thus “requiring issues raised in suits of a kind covered by § 301 to be decided according to the precepts of federal labor policy.” Local 174, Teamsters, Chauffeurs, Warehousemen & Helpers of America v. Lucas Flour Co., 369 U.S. 95, 103, 82 S.Ct. 571, 576-77, 7 L.Ed.2d 593 (1962) (emphasis added). The question presented is whether Congress planned that the sort of labor contract at issue was to be “covered by” § 301.

Congress is presumed, as one might expect, to be concerned with domestic conditions first, and for that reason [194]*194laws generally apply only in those geographical areas or territories subject to the legislative control of the United States, absent Congress’ clearly expressed affirmative aim to the contrary. See Foley Bros., Inc. v. Filardo, 336 U.S. 281, 285, 69 S.Ct. 575, 577-78, 93 L.Ed. 680 (1949). Plaintiffs carry the burden of demonstrating a Congressional purpose to overcome the presumption against extraterritorial application. See EEOC v. Arabian American Oil Co., - U.S. -, 111 S.Ct. 1227, 1231, 113 L.Ed.2d 274 (1991) (superseded by Pub.L. No. 102-166 (1991)). They attempt to meet this burden in two ways.

The first derives from the statute’s language “without regard to the citizenship of the parties.” According to plaintiffs, the plain meaning of this language is clear-§ 301 and federal law govern the resolution of this suit irrespective of the fact that plaintiffs are citizens of South Korea.

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Bluebook (online)
968 F.2d 191, Counsel Stack Legal Research, https://law.counselstack.com/opinion/labor-union-of-pico-korea-ltd-v-pico-products-inc-ca2-1992.