Opinion
Civil Action No. 04-824 (RBW).
March 30, 2005
MEMORANDUM OPINION
The plaintiff brings this action seeking judicial review of an administrative decision of the National Mediation Board ("NMB"). Complaint for Judicial Review of Administrative Agency Order ("Compl.") ¶ 1. Currently before the Court is (1) the National Mediation Board's Motion to Dismiss, or in the Alternative for Summary Judgment (Def.'s Mot.") and their Memorandum of Law in Support of its Motion to Dismiss, or in the Alternative, for Summary Judgment ("Def.'s Mem."); (2) the plaintiff's Opposition to Defendant's Motion to Dismiss/Alternative Motion for Summary Judgment ("Pl.'s Opp'n"); and (3) the Reply in Support of Defendant's Motion to Dismiss, or in the Alternative, for Summary Judgment ("Def.'s Reply"). For the reasons set forth below, this Court denies the defendant's motion.
I. Background
(A) Statutory Background
In 1926, Congress passed the Railway Labor Act ("RLA"), 45 U.S.C. § 151 et seq., to govern labor relations between railroad employees and their employers. The RLA "was drafted in an unusual collaborative effort by a committee representing railroads and railroad unions, [and] was devised to provide a workable solution for resolving disputes in their industry with minimal disruption to the public." Local 808, Bldg. Maintenance, Service R.R. Workers v. Nat'l Mediation Bd., 888 F.2d 1428, 1431 (D.C. Cir. 1989) (internal footnote omitted). The primary purpose underlying the RLA "`was to provide the machinery to prevent strikes and the resulting interruptions of interstate commerce.'" Id. (quoting Int'l Ass'n of Machinists Aerospace Workers, AFL-CIO v. Nat'l Mediation Bd., 425 F.2d 527, 533 (D.C. Cir. 1970)) (internal quotation marks omitted). Under the RLA, "[a]ll disputes between a carrier or carriers and its or their employees shall be considered, and, if possible, decided, with all expedition, in conference between representatives designated and authorized so to confer, respectively, by the carrier or carriers and by the employees thereof interested in the dispute." 45 U.S.C. § 152, Second.
In 1934, Congress amended the RLA in order to create the NMB to administer the Act. 45 U.S.C. § 154. If there is a representation dispute among a carrier's employees, the NMB, pursuant to Section 2, Ninth of the RLA, has the authority to investigate the dispute. See 45 U.S.C. § 152, Ninth. However, the NMB may only institute such an investigation "upon request of either party to the dispute," and it is clear that a carrier is not considered a "party" under Section 2, Ninth. Id. After completing its investigation, the NMB must certify "to both parties," and "to the carrier," the employees' designated bargaining agent. Id.
(B) Factual Background
On September 29, 2003, the NMB received an application from the International Longshoremen's Association, AFL-CIO ("ILA") pursuant to Section 2, Ninth of the RLA for certification as the duly designated representative of all non-supervisory operators, drivers, clerks and mechanics of the Georgia Ports Authority ("GPA") so it could represent these employees as their collective bargaining representative. Compl. ¶ 13. In October 2003, the NMB commenced an investigation of the ILA's application. Pl.'s Opp'n at 2. Shortly after the investigation commenced, the GPA challenged the NMB's subject matter jurisdiction, contending that the GPA was not a "carrier" within the meaning of the RLA, and thus was not subject to provisions of the RLA. Def.'s Mem. at 2; Pl.'s Opp'n at 2-3. At the conclusion of the investigation, the NMB issued its decision on March 23, 2004, which concluded that the GPA was not a "carrier" within the meaning of the RLA. Accordingly, the ILA's claim was dismissed for lack of jurisdiction. Def.'s Mem. at 4-5; Pl.'s Opp'n at 3.
On March 21, 2004, the plaintiff filed this action which challenges the NMB's decision on the ground that the NMB "overlooked or ignored relevant evidence and facts" material to the question of whether GPA is a carrier. Compl. ¶ 17. Currently before the Court is the defendant's motion to dismiss, or in the alternative, for summary judgment.
II. Standards of Review
On a motion to dismiss for failure to state a claim upon which relief can be granted pursuant to Federal Rule of Civil Procedure 12(b)(6), this Court must construe the allegations and facts in the complaint in the light most favorable to the plaintiff and must grant the plaintiff the benefit of all inferences that can be derived from the alleged facts. Conley v. Gibson, 355 U.S. 41, 45-46 (1957); Barr v. Clinton, 370 F.3d 1196, 1199 (D.C. Cir. 2004) (citing Kowal v. MCI Communications Corp., 16 F.3d 1271, 1276 (D.C. Cir. 1994)). However, the Court need not accept inferences or conclusory allegations that are unsupported by the facts set forth in the complaint. Kowal, 16 F.3d at 1276. In deciding whether to dismiss a claim under Rule 12(b)(6), the Court can only consider the facts alleged in the complaint, documents attached as exhibits or incorporated by reference into the complaint, and matters about which the Court may take judicial notice. EEOC v. St. Francis Xavier Parochial Sch., 117 F.3d 621, 624-25 n. 3 (D.C. Cir. 1997). However, the District of Columbia Circuit has noted that in cases presenting a challenge under the Administrative Procedure Act ("APA"), 5 U.S.C. § 701 et seq., "the entire case on review is a question of law, and only a question of law. And because a court can fully resolve any purely legal question on a motion to dismiss there is no inherent barrier to reaching the merits at the 12(b)(6) stage." Marshall County Health Care Auth. v. Shalala, 988 F.2d 1221, 1226 (D.C. Cir. 1993). Thus, the Circuit Court, by analogizing the district court's role in APA cases to that of an appellate court, has concluded that when an agency record is not used to test the factual allegations in a complaint, "the district court can consult the record to answer the legal questions before the court — in this case whether the agency adhered to the standard of decision making required by the APA." Id.; see also Am. Bioscience, Inc. v. Thompson, 269 F.3d 1077, 1083-84 (D.C. Cir. 2001); Univ. Med. Ctr. of S. Nevada v. Shalala, 173 F.3d 438, 440 n. 3 (D.C. Cir. 1999). But see Holy Land Found. for Relief Dev. v. Ashcroft, 333 F.3d 156 (D.C. Cir. 2003) (district court erred in not converting 12(b)(6) motion into a motion for summary judgment when reviewing the administrative record). A court may dismiss a claim pursuant to Rule 12(b)(6) only if the defendant can demonstrate "beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief." Conley, 355 U.S. at 45-46.
This Court may grant a motion for summary judgment under Rule 56(c) if "the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(c). When ruling on a motion for summary judgment, this Court must view the evidence in the light most favorable to the non-moving party. Bayer v. United States Dep't of Treasury, 956 F.2d 330, 333 (D.C. Cir. 1992). However, the non-moving party cannot rely on "mere allegations or denials . . ., but . . . must set forth specific facts showing that there [are] genuine issue[s] for trial." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986) (citation omitted). Under Rule 56, "if a party fails to establish the existence of an element essential to that party's case and on which that party will bear the burden of proof at trial," summary judgment is warranted.Hazward v. Runyon, 14 F. Supp. 2d 120, 122 (D.D.C. 1998) (citing Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986)). The party moving for summary judgment bears the burden of establishing the absence of evidence to support the nonmoving party's case. Id. In considering a motion for summary judgment, "the court must draw all reasonable inferences in favor of the nonmoving party, and it may not make credibility determinations or weigh the evidence." Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133, 150 (2000) (citations omitted).
III. Analysis
While this Circuit has not explicitly stated that decisions by the NMB on jurisdiction determinations are entitled to deference, it has implied that such decisions are entitled to deference under Chevron, U.S.A., Inc. v. Natural Res. Def. Council, Inc., 467 U.S. 837 (1984). Int'l Longshoremen's Ass'n, AFL-CIO v. Nat'l Mediation Bd., 870 F.2d 733, 736 (D.C. Cir. 1989); see also Delpro Co. v. Bhd. Ry. Carmen, 519 F. Supp. 842 (D. Del. 1981), aff'd 676 F.2d 960 (3d Cir. 1982). Moreover, when applying Chevron deference to an NMB decision on jurisdiction, the Circuit Court has noted that principles applicable to the APA guide the analysis. Int'l Longshoremen's Ass'n, 870 F.2d at 736 (citing Camps v. Pitts, 411 U.S. 138, 142-43 (1973)). Under the APA, 5 U.S.C. § 706(2)(A), this Court may vacate a decision by the NMB only if the decision is "arbitrary, capricious, an abuse of discretion, or otherwise not in accordance with the law." This standard is highly deferential to the agency, Citizens to Pres. Overton Park, Inc. v. Volpe, 401 U.S. 402, 416 (1971), and "there is a presumption in favor of the validity of [the] administrative action." Bristol-Myers Squibb Co. v. Shalala, 923 F. Supp. 212, 216 (D.D.C. 1996). When reviewing a case under the APA, it is improper for a district court to review only a "partial and truncated [administrative] record." Rather, the district court must review the entire record before it. Nat'l Res. Def. Council, Inc. v. Train, 519 F.2d 287, 291 (D.C. Cir. 1975); 5 U.S.C. § 706 (in reviewing an agency action under the APA "the court shall review the whole record or those parts of it cited by a party") (emphasis added). "Allowing administrative agencies to preclude judicial access to materials relied upon by an agency in taking whatever action is then being subject to judicial scrutiny would make a mockery of judicial review." Smith v. FTC, 403 F. Supp. 1000, 1008 (D. Del. 1975); see also Walter O. Boswell Mem'l Hosp. v. Heckler, 749 F.2d 788, 791-93 (D.C. Cir. 1984).
Judicial review of an NMB action under Section 2, Ninth of the RLA is extremely limited. Switchermen's Union of North Am. v. Nat'l Mediation Bd., 320 U.S. 297, 305 (1943); U.S. Airways, Inc. v. Nat'l Mediation Bd., 177 F.3d 985, 989 n. 2 (D.C. Cir. 1999) (citing Railway Labor Executives' Ass'n v. Nat'l Mediation Bd., 29 F.3d 655, 662 (D.C. Cir. 1994) (en banc)); Int'l Ass'n of Machinists Aerospace Workers, AFL-CIO v. Trans World Airlines, Inc., 839 F.2d 809, 811 (D.C. Cir.) ("Judicial review of NMB decisions is one of the narrowest known to the law."),amended 848 F.2d 232 (D.C. Cir. 1988). One exception to this general rule, however, is when the NMB finds that it lacks jurisdiction to resolve a representation dispute. Railway Labor Exec. Ass'n v. Nat'l Mediation Bd., 29 F.3d 655, 663 (D.C. Cir. 1994) (citing Am. Air Exports Import Co. v. O'Neill, 221 F.2d 829 (D.C. Cir. 1954); Air Line Dispatchers Ass'n v. Nat'l Mediation Bd., 189 F.2d 685 (D.C. Cir.), cert. denied, 342 U.S. 849 (1951)). Here, because the NMB determined that it did not have jurisdiction over a representation dispute, the parties concede that this Court has jurisdiction over the present action. Def.'s Mem. at 7; Pl.'s Opp'n at 6.
In the papers before the Court, the NMB contends that its determination is entitled to deference because it has properly applied the plain language of the RLA in determining that the GPA was not a "carrier" as defined by the RLA. Def.'s Mem. at 9. Furthermore, the defendant, through citations to various portions of the exhibits presented as attachments to its motion, claims that the plaintiff's contention that the NMB "overlooked or ignored relevant evidence and facts" is without merit. Id. at 11-13. The plaintiff argues, however, that despite the manner in which the defendant has framed the issue, it is not challenging the analytical framework used by the NMB to resolve the jurisdiction dispute. Rather, according to the plaintiff, it is making a fact-specific challenge alleging that the NMB overlooked or ignored record evidence. Pl.'s Opp'n at 11. Thus, the plaintiff opines that resolution of the its claim requires a fact-based inquiry of the record, making dismissal under Rule 12(b)(6) inappropriate. Id. at 8. In any event, the plaintiff posits that its claim survives a Rule 12(b)(6) motion. Id. In addition, the plaintiff notes that because the defendant has included a substantial number of documents in support of its motion, it should be construed as a motion for summary judgment.Id. at 8-9. Finally, the plaintiff avers that the Court must either deny or defer ruling on the defendant's summary judgment motion because (1) the motion is not responsive to the plaintiff's complaint and (2) the administrative record has not been compiled and discovery has not occurred. Id. at 11-13.
Regardless of whether this Court reviews the motion under the guise of Rule 56(c) or Rule 12(b)(6), the defendant's motion suffers from a fatal flaw. As discussed above, this Court's review is limited both by Chevron and the principles that govern the APA. And both parties' arguments are grounded in principles applicable to the APA. To support its argument, the defendant has attached a nine page declaration by Mary L. Johnson, General Counsel of the NMB ("Johnson Declaration"), which details the procedure the NMB employed in reviewing the ILA's claims and its analysis of the jurisdictional issue. Def.'s Mem., Johnson Declaration at 1-9. Moreover, there were fourteen attachments to this declaration totaling over three hundred pages. It appears that the defendant's position is that all this information is part of the Administrative Record. Pl.'s Reply at 2-3. However, the defendant does not purport that the Johnson Declaration and its attachments constitute the entire administrative record. In fact, in the defendant's reply brief, it infers that confidential information purportedly prohibited from bring included in the administrative record pursuant to its regulations was considered in reaching its decision. Def.'s Reply at 10 (citing 29 C.F.R. § 1208.4(b)). Moreover, the Johnson Declaration itself identifies information relied upon by the NMB that is not among the attachments submitted to the Court. Johnson Declaration ¶ 13. As noted above, this Court cannot review a decision under the APA without having the entire administrative record before it. Walter O. Boswell Mem'l Hosp., 749 F.2d at 791-93; Nat'l Res. Def. Council, Inc., 519 F.2d at 291; see also 5 U.S.C. § 706 (in reviewing an agency action under the APA, "the court shall review the whole record or those parts of it cited by a party") (emphasis added). In this case, not only does the Court not have the entire administrative record before it, the NMB has failed to submit those documents cited to in the Johnson Declaration. See, e.g., Johnson Declaration ¶ 13. Without the administrative record, this Court has no ability to determine whether the agency's action was rational, or whether it was arbitrary and capricious. Accordingly, both motions must be denied without prejudice.
The defendant does not allege that its 12(b)(6) dismissal motion should be granted based upon the complaint alone. Def.'s Mem. at 8. However, even if this Court were to look at the complaint alone, it is clear that this motion should be denied. Viewing the facts in the light most favorable to the plaintiff as this Court is required to do, the NMB overlooked or ignored relevant facts, which may then have led to a decision inconsistent with the facts before it. Compl. ¶ 17. It is a well-established principle of APA jurisprudence that "if the agency has relied on factors which Congress [did] not intend . . . to consider, entirely failed to consider an important aspect of the problem, offered an explanation for its decision that runs counter to the evidence before the agency, or is so implausible that it could not be ascribed to a difference in view or the produce of agency expertise," such a decision is arbitrary and capricious. Motor Vehicle Mfrs. Ass'n v. State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 43 (1983) (emphasis added). Thus, it is clear that the plaintiff's complaint survives the defendant's dismissal motion.
To the extent that the defendant has attached these documents simply to support its motion to dismiss, as opposed to supplying this Court with the administrative record, it is clear that these documents are well outside those that the Court may consider when deciding a Rule 12(b)(6) motion. It is well-settled that in reviewing a motion under Rule 12(b)(6), the Court can only consider the facts alleged in the complaint, documents attached as exhibits or incorporated by reference into the complaint, and matters about which the Court may take judicial notice. St. Francis Xavier Parochial Sch., 117 F.3d at 624-25 n. 3. While the plaintiff's complaint references the NBM's determination that it did not have jurisdiction, nothing in the complaint references the Johnson Declaration, which details the NBM's position about how it came to its decision. Accordingly, it is inappropriate for the Court to consider the declaration when assessing the defendant's dismissal motion. See New York State Bar Ass'n v. FTC, 276 F. Supp. 2d 110, 114 n. 6 (D.D.C. 2003) (reviewing FTC opinion letter because the letter itself was repeatedly referenced in complaint).
Despite citing to this regulatory provision, it is not clear to this Court that the NBM is excluded from producing a complete administrate record, including interview statements. This Court, however, does not decide this issue, as it has not been fully briefed by the parties. Should a dispute arise at a later point in this litigation regarding exactly what documents must be included in the administrative record, this Court will then consider this issue.
An Order consistent with the Court's ruling accompanies this Memorandum Opinion.