AINSWORTH, Circuit Judge:
This suit was brought by Mobil Oil Corporation Marine Transportation De[605] partment, Gulf-East Coast Operations [Employer] against the Oil, Chemical and Atomic Workers International Union AFL-CIO and Maritime Local No. 8-801 of that Union [Union] for a declaratory judgment under section 301 of the Labor Management Relations Act of 1947, 29 U.S.C. § 185(a), (c) and 28 U. S.C. § 2201. It concerns the validity of an agency shop clause contained in a collective bargaining agreement-between Employer and Union, which clause is in apparent conflict with Texas right-to-work laws.1 The district court held that the Texas laws should take precedence, and rendered a declaratory judgment in favor of Employer, holding the agency shop clause void and unenforceable.
Union appeals, presenting a number of issues which we summarize as follows:
1) that this is an exceptional ease where the N.L.R.B. should have primary jurisdiction and preempt judicial proceedings because the employees are seamen who work exclusively aboard deep sea tankers engaged in coastwise commerce and some foreign commerce. Alternatively, that in the exercise of sound discretion the court should have declined to render a declaratory judgment;
2) that the district court erred in applying Texas right-to-work statutes to all its covered employees; and
3) that there is no case or controversy and the dispute was not ripe for declaratory judgment.
We hold that a controversy existed, that jurisdiction properly vested in the district court, and that there was no abuse by that court in declining to defer to N.L.R.B. jurisdiction. We further hold that the agency shop clause is valid and enforceable with respect to all employees covered by the collective bargaining agreement.
Sections 7 and 8(a)(3) [29 U.S.C. §§ 157, 158(a)(3)] of the Labor Management Relations Act specifically authorize a union shop, wherein employment is contingent on membership in a union.2
3 [606] These sections have been interpreted to authorize an agency shop,.which is a union security agreement conditioning employment, in lieu of actual union membership, on the payment of regular union dues and initiation fees. N.L.R.B. v. General Motors Corporation, 373 U.S. 734, 738-739, 83 S.Ct. 1453, 1457, 10 L.Ed.2d 670 (1963); Retail Clerks Inter. Ass’n v. Schermerhorn, 373 U.S. 746, 751-752, 83 S.Ct. 1461, 1464-1465, 10 L.Ed.2d 678 (1963).
The agency shop clause involved here states:
“For the duration of the Agreement all employees hired shall, as a condition of employment, become members of the Union and/or in the alternative pay the regular union dues and initiation fees within 31 days from the employment date.”
Despite the provisos in sections 7 and 8(a)(3), recognizing the validity of union security agreements, section 14(b) of the Taft-Hartley Act [29 U.S.C. § 164(b)] provides that such agreements must give way to state law where the state prohibits the conditioning of employment upon union membership.3 Such a prohibition is expressed in Texas’ right-to-work laws and it is conceded that these Texas statutes bar an agency shop clause.4
Mobil Oil Corporation is a New York corporation. Employer is a division of Mobil’s Marine Transportation Department and has its headquarters in Beaumont, Texas. Prior to 1962 the headquarters were in New York. It operates eight oceangoing tankers, which ply the waters of the East and Gulf Coasts of the United States, principally between the State of Texas and the State of New York. It employs unlicensed seamen from various states. Of a total of 289 employees, 123 have reported that Texas is their state of residence. Further, a total of 152 out of 289 have requested Employer to list Beaumont, Texas, as their shipping port.'5 All of the work performed by the seamen here is aboard ships and the men have no shore duties. They are usually paid in cash, generally at a northern port such as New York or Providence. At the Beaumont, Texas, headquarters payroll records are kept and various bookkeeping functions are performed including the withholding of federal income and FICA taxes and collection of union dues. Unemployment taxes are paid only to the State of Texas. Of the hiring of employees, 60 per cent occurs in Beaumont and 40 per cent at New York.
Union is the exclusive collective bargaining representative of the unlicensed seamen employed on Employer’s tankers. The collective bargaining agreement, the subject of this controversy, was negotiated and executed in the State of New York. It was prepared in final form and retyped in Texas. Since 1942, a year after Union’s certification to Mobil, labor contracts for the employee unit involved have been negotiated in New York. Present negotiations for a successor contract have been taking place in New York.
The district judge found that a more substantial part of the administration of the collective bargaining agreement occurred in Texas than in any other state, and held that the enforcement or attempted enforcement by the Union of the agency shop clause directly involves the Company’s Texas employees, as well as activities and administration of the agreement in Texas, in contravention of the Texas right-to-work laws. He there-' [607] fore declared the clause to be void and unenforceable.
THE PREEMPTION ISSUE
Union concedes that generally N.L.R.B. preemption will not prevail in a section 301 suit, but contends that in exceptional cases, such as this involving extraterritorial problems, the district court should have declined jurisdiction. We disagree.
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AINSWORTH, Circuit Judge:
This suit was brought by Mobil Oil Corporation Marine Transportation De[605] partment, Gulf-East Coast Operations [Employer] against the Oil, Chemical and Atomic Workers International Union AFL-CIO and Maritime Local No. 8-801 of that Union [Union] for a declaratory judgment under section 301 of the Labor Management Relations Act of 1947, 29 U.S.C. § 185(a), (c) and 28 U. S.C. § 2201. It concerns the validity of an agency shop clause contained in a collective bargaining agreement-between Employer and Union, which clause is in apparent conflict with Texas right-to-work laws.1 The district court held that the Texas laws should take precedence, and rendered a declaratory judgment in favor of Employer, holding the agency shop clause void and unenforceable.
Union appeals, presenting a number of issues which we summarize as follows:
1) that this is an exceptional ease where the N.L.R.B. should have primary jurisdiction and preempt judicial proceedings because the employees are seamen who work exclusively aboard deep sea tankers engaged in coastwise commerce and some foreign commerce. Alternatively, that in the exercise of sound discretion the court should have declined to render a declaratory judgment;
2) that the district court erred in applying Texas right-to-work statutes to all its covered employees; and
3) that there is no case or controversy and the dispute was not ripe for declaratory judgment.
We hold that a controversy existed, that jurisdiction properly vested in the district court, and that there was no abuse by that court in declining to defer to N.L.R.B. jurisdiction. We further hold that the agency shop clause is valid and enforceable with respect to all employees covered by the collective bargaining agreement.
Sections 7 and 8(a)(3) [29 U.S.C. §§ 157, 158(a)(3)] of the Labor Management Relations Act specifically authorize a union shop, wherein employment is contingent on membership in a union.2
3 [606] These sections have been interpreted to authorize an agency shop,.which is a union security agreement conditioning employment, in lieu of actual union membership, on the payment of regular union dues and initiation fees. N.L.R.B. v. General Motors Corporation, 373 U.S. 734, 738-739, 83 S.Ct. 1453, 1457, 10 L.Ed.2d 670 (1963); Retail Clerks Inter. Ass’n v. Schermerhorn, 373 U.S. 746, 751-752, 83 S.Ct. 1461, 1464-1465, 10 L.Ed.2d 678 (1963).
The agency shop clause involved here states:
“For the duration of the Agreement all employees hired shall, as a condition of employment, become members of the Union and/or in the alternative pay the regular union dues and initiation fees within 31 days from the employment date.”
Despite the provisos in sections 7 and 8(a)(3), recognizing the validity of union security agreements, section 14(b) of the Taft-Hartley Act [29 U.S.C. § 164(b)] provides that such agreements must give way to state law where the state prohibits the conditioning of employment upon union membership.3 Such a prohibition is expressed in Texas’ right-to-work laws and it is conceded that these Texas statutes bar an agency shop clause.4
Mobil Oil Corporation is a New York corporation. Employer is a division of Mobil’s Marine Transportation Department and has its headquarters in Beaumont, Texas. Prior to 1962 the headquarters were in New York. It operates eight oceangoing tankers, which ply the waters of the East and Gulf Coasts of the United States, principally between the State of Texas and the State of New York. It employs unlicensed seamen from various states. Of a total of 289 employees, 123 have reported that Texas is their state of residence. Further, a total of 152 out of 289 have requested Employer to list Beaumont, Texas, as their shipping port.'5 All of the work performed by the seamen here is aboard ships and the men have no shore duties. They are usually paid in cash, generally at a northern port such as New York or Providence. At the Beaumont, Texas, headquarters payroll records are kept and various bookkeeping functions are performed including the withholding of federal income and FICA taxes and collection of union dues. Unemployment taxes are paid only to the State of Texas. Of the hiring of employees, 60 per cent occurs in Beaumont and 40 per cent at New York.
Union is the exclusive collective bargaining representative of the unlicensed seamen employed on Employer’s tankers. The collective bargaining agreement, the subject of this controversy, was negotiated and executed in the State of New York. It was prepared in final form and retyped in Texas. Since 1942, a year after Union’s certification to Mobil, labor contracts for the employee unit involved have been negotiated in New York. Present negotiations for a successor contract have been taking place in New York.
The district judge found that a more substantial part of the administration of the collective bargaining agreement occurred in Texas than in any other state, and held that the enforcement or attempted enforcement by the Union of the agency shop clause directly involves the Company’s Texas employees, as well as activities and administration of the agreement in Texas, in contravention of the Texas right-to-work laws. He there-' [607] fore declared the clause to be void and unenforceable.
THE PREEMPTION ISSUE
Union concedes that generally N.L.R.B. preemption will not prevail in a section 301 suit, but contends that in exceptional cases, such as this involving extraterritorial problems, the district court should have declined jurisdiction. We disagree.
While section 301 of the Labor Management Relations Act is applicable to suits for violation of contracts,6 this section has been broadly construed to encompass suits invoking the judicial process for determination of the validity of a collective bargaining agreement, El Paso Bldg. & Const. Tr. Coun. v. El Paso Chap. Assoc. Gen. Con., 5 Cir., 1967, 376 F.2d 797, as well as suits seeking a declaration of various rights and obligations of parties to such contracts, Allied Oil Workers Union v. Ethyl Corporation, 5 Cir., 1965, 341 F.2d 47. The Supreme Court has approved the deliberate choice of Congress to leave the enforcement of collective agreements “to the usual processes of the law.” Charles Dowd Box Co. v. Courtney, 368 U.S. 502, 513, 82 S.Ct. 519, 526, 7 L.Ed.2d 483 (1962). We observe no exceptional circumstances here which justify N.L.R.B. preemption of a proceeding clearly within the contemplation of section 301.
THE CASE OR CONTROVERSY ISSUE
Nor do we agree with appellants that the dispute has not ripened to a present case or controversy. On April 23, 1970, five months subsequent to the execution of the present collective bargaining agreement, Employer wrote to Union stating that the agency shop clause of the contract “is invalid under Texas law” and evidencing Employer’s intention to require new employees to sign a certificate which would advise them that union membership would be on a purely voluntary basis. The policy was effectuated and new employees were so advised. Union made no response to Employer’s letter. In July 1971, however, Union in a newsletter to its members wrote that
“As far as this Union is concerned any employee in our division of Mobil will either join our Union or pay dues to the Union. We intend to exercise our right to have the employment of any unlicensed seaman terminated who does not join or pay dues to the Union. We hope this answers all questions regarding this point.”
Employer obtained a copy of the newsletter and shortly thereafter filed this complaint to declare the agency clause invalid.
Whether a case or controversy is presented must be determined on a case-by-case basis.
“Basically, the question in each case is whether the facts alleged, under all the circumstances, show that there is a substantial controversy, between parties having adverse legal interests, of sufficient immediacy and reality to warrant the issuance of a declaratory judgment.”
Maryland Casualty Co. v. Pacific Coal & Oil Co., 312 U.S. 270, 273, 61 S.Ct. 510, 512, 85 L.Ed. 826 (1941).
[608] Applying these principles to this case, we have no difficulty concluding that a substantial controversy involving diametrically opposed interests between Union and Employer existed. Union intended to enforce its agency shop policy; Employer, on the other hand, intended to abolish it, and each party was aware of the intentions of the other. The complaint was, therefore, not premature.
THE VALIDITY OF THE AGENCY SHOP CLAUSE
This is a case of first impression. We have found no direct authority bearing on the issue involved. Employer contends in essence that the law of Texas is predominant because it is in the locale of Employer’s headquarters, the state in which (compared to the other states) the greater number of significant transactions and contacts occur, and the state in which a more substantial part of the administration and performance of the collective bargaining agreement occurs. Union contends that the situs of the employees’ work, the high seas, is determinative, and that Texas state law is therefore inapplicable. Reliance is placed on Western Electric Co., Inc., 84 N.L.R.B. No. 111 (1949) and Northland Greyhound Lines, Incorporated, 80 N.L.R.B. No. 60 (1949), in support of Union’s contention.
In Western Electric, the Union (Communication Workers of America, CIO, Installation Division # 6) petitioned for a union-shop election. The Board was called upon to determine an appropriate unit of mobile telephone installation employees who performed their work in the District of Columbia and 45 states, some of which prohibited union security. The Board determined the appropriate unit to include only members of the contract unit subject to state laws which did not prohibit the union shop. In deciding the applicable state law by which the members would be governed, the Board used as a criterion the headquarters of the individual workers, and relied on its prior decision in Northland Greyhound Lines, Inc., 80 N.L.R.B. No. 60 (1949). In Northland Greyhound, the Board held that “headquarters” are “where the employees report to work, receive their instructions, and are paid their salaries.” The Board in Western held that the headquarters of the installation employees appeared “to be at their job site, as that is where they report for work, receive their instructions, and are paid their wages.” Accordingly, the Board considered each employee “to be subject to the law of the State in which his job site is located,” and excluded “all employees whose job sites are located in States which prohibit union-shop agreements” from the unit.
Union contends that Western Electric recognizes employee job situs as the test for deciding the law applicable to an-agency shop clause in a collective bargaining agreement. Employer contends that Western Electric and Northland Greyhound do not bind this Court and distinguishes them on their facts, pointing out that neither the hiring or firing nor the managerial activity or other incidents of employment occurred in one state alone, as in the present case. Employer further contends that if any rule can be gleaned from these cases it is a rule establishing “headquarters” of employees as the proper criterion as opposed to “job situs” but that in either event the State of Texas meets both criteria.7 In Western Electric and [609] Northland Greyhound the Board apparently believed that “headquarters” and “job situs” were more or less equivalent under the facts of those cases. The matter before us presents a more complex question. Unlike the cited Board cases, in which headquarters coincided with jobsites in various states, in this case we have only one headquarters, in Texas, with job situs not in individual states but on the high seas.
In the cited N.L.R.B. cases, the Board solved the problem by recommending separate units which would be subject to the laws of the respective states in which the employees were headquartered, that is, the state in which most of their employment contacts occurred, the state in which they were working. In the present case, the operation being sea-based, with work performance occurring on the high seas, we are unable to reach a solution as simple as that employed by the Board.
Conceding, arguendo, that the district court correctly found that a more substantial part of the administration and performance of the collective bargaining agreement occurs in the State of Texas than in any other state, such a finding is not decisive of the issues in this ease. In making such a finding the district judge took into consideration various facts associated with Texas, and acts occurring therein, thereby weighing the interests of Texas against other states. In so doing the court failed to give proper consideration to the most important factor in the case, that is, the situs of the work performance of the covered employees. The trial judge, in written factual findings, held in this regard that
“Substantially all of the employees’ work time is spent aboard Plaintiff’s tankers, and such vessels are located on the high seas or in ports other than ports located in the State of Texas approximately 80% to 90% of the time, but at any given point in time one of the vessels generally is located in Texas or Texas waters.” 8
Use of Employers’ headquarters as the decisive criterion in this case would allow an employer to make an arbitrary choice, and could produce bizarre consequences. Headquarters could be shifted about by large national companies to states with favorable labor laws, such as the right-to-work statutes. The purpose of sections 7 and 8 of the Labor Management Relations Act or of section 14(b) of the Taft-Hartley Act, the applicable statutes here, could easily be defeated. Under the facts of this case the job situs of the employees is the most important and logical factor. As the Union has pointed out to us, Mobil’s top headquarters is in New York, and prior to 1962 its Marine Transportation Department was likewise headquartered in New York. Thus, as the Union states, [610] the change in headquarters from New York to Beaumont did not substantially change the working location of the men which remained the same.
Through the collective bargaining agreement, the parties thereto agreed to an agency shop clause. This type of membership is authorized by sections 7 and 8 of the Labor Management Relations Act unless forbidden by state law applicable to these circumstances. The location of Employer’s headquarters and predominance of Texas contacts over any other state do not mandate a conclusion that the employees are Texas employees. State right-to-work laws are applicable only to employees of that particular state. The employees involved here are not for the purpose of their collective bargaining agreement employees of Texas or any other state— they are mobile, maritime employees, whose principal place of employment, or jobsite, is on the high seas.
The district court was called upon to determine the validity of a portion of the collective bargaining agreement, the agency shop clause. Our sole duty is to decide whether that determination was erroneous. We cannot rewrite the contract; that is the prerogative of the parties to the agreement through the negotiating machinery by which they are bound. Nor can we compel concessions or otherwise impose our views of a desirable settlement. N. L. R. B. v. Insurance Agents’ International Union, 361 U.S. 477, 487, 80 S.Ct. 419, 426, 4 L.Ed. 2d 454 (1970); National Labor Relations Board v. American Nat. Ins. Co., 343 U.S. 395, 404, 72 S.Ct. 824, 829, 96 L.Ed. 1027 (1952); M. R. & R. Trucking Company v. N. L. R. B., 5 Cir., 1970, 434 F.2d 689, 695. See also H. K. Porter Co., Inc. v. N. L. R. B., 397 U.S. 99, 90 S.Ct. 821, 25 L.Ed.2d 146 (1970).
When the parties to the collective bargaining agreement freely chose to be covered by an agency shop clause we must infer that they intended to be bound by their contract. They “cannot be presumed to have contemplated a law which would defeat their engagements.” Pritchard v. Norton, 106 U.S. 124, 137, 1 S.Ct. 102, 112, 27 L.Ed. 104 (1882).9 If there is to be a change, it must be the result of further negotiations.
Reversed.