The opinion of the court was delivered by: Judge Holschuh
MEMORANDUM OPINION AND ORDER
Plaintiff Kelci Stringer, on behalf of herself and the estate of Korey Stringer, and on behalf of a class of similarly-situated persons, brought this wrongful death/survivorship action and class action complaint for injunctive relief against the National Football League ("NFL"), NFL Properties LLC ("NFL Properties"), and John Lombardo, M.D. (hereinafter collectively "NFL Defendants"), and against Riddell, Inc., also doing business as Riddell Sports Group, Inc., Riddell/All American, and All American Sports Corporation (hereinafter collectively "Riddell Defendants").
This matter is before the Court on the NFL Defendants' motion to dismiss or, in the alternative, motion for summary judgment (Record at 7), and on the Riddell Defendants' motion for judgment on the pleadings (Record at 20). Defendants all contend that Plaintiff's claims are preempted by § 301 of the Labor Management Relations Act ("LMRA"), 29 U.S.C. § 185(a). On December 12, 2005, the Court heard oral arguments on the NFL Defendants' motion. The parties then conducted limited discovery and submitted supplemental briefs.
I. Procedural History and Nature of Claims
Korey Stringer was a 27-year-old Pro Bowl offensive lineman for the Minnesota Vikings ("Vikings"). (Compl. at ¶ 1). In July 2001, Stringer participated in the Vikings' summer training camp in Mankato, Minnesota. On July 30, 2001, he suffered heat exhaustion during practice. The next day, during a morning practice, Korey Stringer developed heatstroke. He died from complications of heatstroke at 1:50 a.m. on August 1, 2001. (Id. at ¶ 11).
Kelci Stringer, Korey Stringer's widow and the personal representative of his estate, filed a five-count complaint. Plaintiff generally alleges that Korey Stringer was forced to participate in practices conducted in extreme heat and humidity while wearing unsafe, heat-retaining, league-mandated equipment and without proper acclimatization, supervision, or medical care. (Id. at ¶ 2).
On May 17, 2006, the parties stipulated to a dismissal of Count 2 of the complaint, a negligence claim against John Lombardo, M.D. Plaintiff has also voluntarily dismissed Count 5 of the complaint, which sought injunctive relief against all defendants on behalf of a class of NFL football players and their families. Therefore, only Counts 1, 3, and 4 of the complaint remain pending. Counts 1 and 4 assert claims of negligence against the NFL and NFL Properties. Count 3 asserts products liability claims against the Riddell Defendants.
The NFL is an unincorporated association of football teams, including the Vikings, which promotes, organizes and regulates professional football in the United States. (Id. at ¶ 6). In Count 1 of the complaint, Plaintiff alleges that the NFL breached its duty to NFL players, including Korey Stringer, to use ordinary care in overseeing, controlling, and regulating practices, policies, procedures, equipment, working conditions and culture of the NFL teams, including the Vikings, to minimize the risk of heat-related illness. (Id. at ¶ 30). Plaintiff also alleges that the NFL failed to provide complete, current and competent information and directions to NFL athletic trainers, physicians and coaches regarding heat-related illness and its prevention, symptoms and treatment. (Id. at ¶ 20).
The Riddell Defendants are Delaware corporations engaged in the development, design, manufacture, sale, and distribution of football equipment, including helmets and shoulder pads. (Id. at ¶ 9). The Riddell Defendants are the sole license holders of helmets for NFL teams and a principal supplier of shoulder pads to NFL teams. (Id.). In Count 3 of the complaint, Plaintiff alleges that the Riddell Defendants' helmets and shoulder pads were negligently designed and/or manufactured because they act as an insulating "blanket," preventing evaporation and heat dissipation. According to Plaintiff, this unreasonably increases a player's body temperature and can lead to heat-related illness. (Id. at ¶ 46). Plaintiff seeks recovery under theories of negligence, strict products liability, breach of warranty, and failure to warn. (Id. at ¶ 52).
NFL Properties is a California corporation with its principal place of business in New York. It is responsible for approving, licensing, and promoting the equipment used by NFL teams. (Id. at ¶ 7). Count 4 of the complaint alleges that NFL Properties breached its duty to ensure that the equipment and materials it licensed and approved were of the highest possible quality and sufficient to protect players from the risk of injury, including an increased risk of heat-related illness. In particular, Plaintiff contends that NFL Properties breached this duty by licensing the Riddell Defendants' helmets and approving their shoulder pads for use by NFL teams and players, knowing or having reason to know that those products were negligently and defectively designed and/or manufactured. (Id. at ¶ 67). Count 4 also alleges that the NFL had a duty to ensure that the equipment it required NFL players to wear was safe and did not unnecessarily increase the risk of heat-related illness. The NFL allegedly breached that duty by requiring and/or approving use of Riddell's helmets and shoulder pads.
II. Law Governing Preemption
Defendants all argue that Plaintiff's claims must be dismissed because they are preempted by § 301 of the Labor Management Relations Act ("LMRA"). That statute provides, in relevant part:
Suits 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.
The Supreme Court first explained the preemptive effect of § 301 in Teamsters v. Lucas Flour Company, 369 U.S. 95 (1962). "The subject matter of § 301(a) 'is peculiarly one that calls for uniform law.'. . . The possibility that individual contract terms might have different meanings under state and federal law would inevitably exert a disruptive influence upon both the negotiation and administration of collective agreements." Id. at 103 (quotations omitted). "The interests in interpretive uniformity and predictability that require that labor-contract disputes be resolved by reference to federal law also require that the meaning given a contract phrase or term be subject to uniform federal interpretation." Allis-Chalmers Corp. v. Lueck, 471 U.S. 202, 211 (1985). As the Supreme Court stated in Franchise Tax Board v. Construction Laborers Vacation Trust, 463 U.S. 1, 23 (1983), the pre-emptive force of § 301 "is so powerful as to displace entirely any state cause of action" for violation of a collective bargaining agreement.
The Supreme Court has made it clear that § 301 preemption applies not only to contract claims, but also to tort claims:
[Q]uestions relating to what the parties to a labor agreement agreed, and what legal consequences were intended to flow from breaches of that agreement, must be resolved by reference to uniform federal law, whether such questions arise in the context of a suit for breach of contract or in a suit alleging liability in tort.
Allis-Chalmers, 471 U.S. at 217.*fn1 See also Livadas v. Bradshaw, 512 U.S. 107, 122-24 (1994); Smolarek v. Chrysler Corp., 879 F.2d 1326, 1329 (6th Cir. 1989). The Supreme Court has cautioned, however, that not every tort claim relating to employment is subject to preemption under § 301. Those tort claims that are "independent" of the collective bargaining agreement are not subject to preemption. Lingle v. Norge Division of Magic Chef, Inc., 486 U.S. 399, 409-10 (1988); Allis-Chalmers, 471 U.S. at 213. See also Smolarek, 879 F.2d at 1330.
The Sixth Circuit has adopted a two-step approach to determine whether a state-law tort claim is sufficiently "independent" to survive § 301 preemption. A court must "ascertain whether the right claimed by the plaintiff is created by the collective bargaining agreement or by state law." DeCoe v. General Motors Corp., 32 F.3d 212, 216 (6th Cir. 1994). If the right is created by the collective bargaining agreement, the claim will be preempted by § 301. If not, then the court must "examine whether proof of the state law claim requires interpretation of collective bargaining agreement terms." Id. (citing Terwilliger v. Greyhound Lines, Inc., 882 F.2d 1033, 1037 (6th Cir. 1989), cert. denied, 495 U.S. 946 (1990)). If resolution of the state law claim is "substantially dependent" on an analysis of the terms of the collective bargaining agreement, or "inextricably intertwined" with it, the claim will be preempted by § 301. Allis-Chalmers, 471 U.S. at 220. However, "neither a tangential relationship to the CBA, nor [a] defendant's assertion of the contract as an affirmative defense [can] turn an otherwise independent claim into a claim dependent on the labor contract." DeCoe, 32 F.3d at 216 (citing Fox v. Parker Hannifin Corp., 914 F.2d 795, 800 (6th Cir. 1990)). "When the meaning of contract terms is not the subject of dispute, the bare fact that a collective-bargaining agreement will be consulted in the course of state-law litigation plainly does not require the claim to be extinguished." Livadas, 512 U.S. at 124.
In this case, Defendants argue that Plaintiff's claims are preempted by § 301 because the claims present disputes over "working conditions." They contend that the collective bargaining agreement ("CBA"), entered into by the National Football League Management Council ("NFLMC") and the National Football League Players Association ("NFLPA"), is the only logical source of the duties allegedly breached. In the alternative, they argue that resolution of Plaintiff's claims will require interpretation of the terms of the CBA. Plaintiff, on the other hand, argues that her claims are not preempted by § 301 since they are based solely on common law tort principles and can be resolved without interpreting any provisions of the CBA.
III. Effect of Defendants' Status as Non-Signatories to CBA
Before deciding whether Plaintiff's claims against either group of defendants are preempted, the Court must address Plaintiff's threshold argument that because Defendants are not signatories to the CBA, they are precluded from raising a defense of preemption under § 301. Plaintiff's argument lacks merit. She fails to recognize that there is a distinction between the concepts of subject matter jurisdiction based on § 301 and the preemption of claims required by § 301.
This distinction is illustrated in International Union, United Mine Workers of America v. Covenant Coal Corporation, 977 F.2d 895 (4th Cir. 1992). In that case, a union sued a coal company that was not a party to the union's CBA, basing the court's jurisdiction on § 301, and alleging tortious interference with the CBA. The court concluded that because the coal company was not a party to the CBA, it "cannot be sued under the jurisdiction established by section 301." Id. at 899. The court explained that because § 301 provides a cause of action for breach of a collective bargaining agreement, "suit may be brought only against the parties to the contract." Id. at 898 (quotation omitted). The court held, however, in an "apparent paradox," that the union's state law claim of tortious interference with the CBA was preempted because, under Virginia state law, such a claim required a breach or termination of the contractual relationship. This, in turn, required a court to interpret the CBA between the union and the other mining companies in order to determine whether the non-union defendant's actions had actually caused a breach of those collective bargaining agreements. Id. at 899-900.
In support of her argument, Plaintiff cites the case of Metropolitan Detroit Bricklayers District Council v. J.E. Hoetger Co., 672 F.2d 580 (6th Cir. 1982), in which the Sixth Circuit recognized that "courts have generally held that [section 301] creates federal jurisdiction only over parties to the contract being sued upon." Id. at 583. Plaintiff also cites Service, Hospital, Nursing Home, and Public Employees Union v. Commercial Property Services, Inc., 755 F.2d 499, 506 (6th Cir.), cert. denied, 474 U.S. 850 (1985), in which the Sixth Circuit held that "a district court does not have subject matter jurisdiction over a non-signatory to a collective bargaining agreement, where no rights or duties are stated in the terms and conditions of the agreement." 755 F.2d at 506. However, in each of those cases, the plaintiff filed suit directly under § 301, seeking to recover against a non-signatory to the collective bargaining agreement, and the courts were required to decide whether they had subject matter jurisdiction over those federal claims. In contrast, in the instant case, this Court's jurisdiction is based solely on diversity of citizenship. Plaintiff has not asserted any claims under § 301. She has asserted only state law claims.
The question before this Court is whether non-signatories to a CBA can invoke § 301 preemption as a defense to a plaintiff's state law claims. Several courts have held that they can. See Covenant Coal, 977 F.2d at 899-900; Dashields v. Robertson, No. 99-1124, 2000 WL 564024, at **2 n.3 (4th Cir. May 10, 2000) ("section 301 can preempt claims against nonsignatories to a collective bargaining agreement"); Mullins v. International Union of Operating Eng'rs Local No. 77, 214 F. Supp. 2d 655, 668 (E.D. Va. 2002)(holding that § 301 preempts state claims against non-signatories where interpretation of the collective bargaining agreement is required for resolution). See also Golden v. Kelsey-Hayes Co., 878 F. Supp. 1054, 1056-57 (E.D. Mich. 1995) (holding that plaintiff's state law claim against a non-signatory to the CBA was preempted by § 301). Plaintiff has cited to no authority to the contrary.
The Court therefore finds that Defendants' status as non-signatories to the CBA does not prevent them from raising the preemption defense. The Court then turns to the preemption arguments raised by Defendants in their respective motions.
IV. NFL Defendants' Motion to Dismiss or, in the Alternative, Motion for Summary Judgment
Pursuant to Federal Rule of Civil Procedure 12(b)(6), the NFL Defendants have moved to dismiss the claims asserted against them as preempted by § 301 of the LMRA. In the alternative, they have moved for summary judgment pursuant to Federal Rule of Civil Procedure 56. In connection with their motion, the NFL Defendants have submitted a copy of the NFL Collective Bargaining Agreement 2002-2008 ("CBA") entered into between the NFLPA and the NFLMC.*fn2
The NFLPA is the bargaining representative for the NFL players, and NFLMC is the bargaining representative for the thirty-two clubs of the NFL. (CBA Preamble; Dennis Curran Aff. ¶ 2, Ex. 1 to Mot. to Dismiss).
Because the NFL Defendants have submitted matters outside the pleadings, the Court must convert their motion to dismiss into a motion for summary judgment unless it excludes those documents. Max Arnold & Sons, LLC v. W.L. Hailey & Co., 452 F.3d 494, 503 (6th Cir. 2006); Fed. R. Civ. P. 12(b) ("If, on a motion asserting the defense numbered (6) to dismiss for failure of the pleading to state a claim upon which relief can be granted, matters outside the pleadings are presented to and not excluded by the court, the motion shall be treated as one for summary judgment and disposed of as provided in Rule 56, and all parties shall be given reasonable opportunity to present all material made pertinent to such a motion by Rule 56.")
Ordinarily, a court must give notice to a party opposing a motion to dismiss prior to converting that motion to a motion for summary judgment. Ball v. Union Carbide Corp., 385 F.3d 713, 719 (6th Cir. 2004). However, where, as here, a motion for summary judgment has been filed in the alternative and the opposing party responds to that motion by submitting materials outside the pleadings, there is no surprise or prejudice that would prevent the Court from converting the Rule 12 motion to a Rule 56 motion for summary judgment. Id. See also Johnson v. Delphi Corp., 261 F. Supp. 2d 955, 958 n.4 (S.D. Ohio 2003); Max Arnold, 452 F.3d at 504. This Court will therefore treat the NFL Defendants' motion as one for summary judgment under Rule 56.*fn3
In order to determine whether Plaintiff's claims against the NFL Defendants are preempted, the Court must follow the two-step approach set forth by the Sixth Circuit in DeCoe and its progeny. A tort claim will be preempted if: (1) it arose from the CBA or (2) resolution of the claim is substantially dependent on an analysis of the terms of the CBA, or is inextricably intertwined with it. See DeCoe, 32 F.3d at 216.
Both of Plaintiff's remaining claims against the NFL Defendants are grounded in negligence. To succeed on a negligence claim, Plaintiff must establish that: (1) the defendant owed a duty; (2) the defendant breached that duty; (3) the plaintiff suffered injury; and (4) the defendant's breach was the proximate ...