The opinion of the court was delivered by: Hon. Bernard A. Friedman
OPINION AND ORDER GRANTING DEFENDANT'S MOTION FOR SUMMARY JUDGMENT
Plaintiffs' complaint alleges breach of contract arising from their termination from their positions, and arises under Section 301 of the Labor Management Relations Act ("LMRA"). Defendant, SEIU Healthcare Michigan ("Defendant" or "SEIU"), has filed a motion for summary judgment. Plaintiffs filed a response, and Defendant filed a reply. Pursuant to E.D.Mich. L.R. 7.1(e)(2), Defendant's Motion will be decided without oral argument.
The case involves the alleged breach of two contracts: 1) a merger agreement between SEIU HCMI and SEIU Local 79, which was governed by the SEIU Reorganization Agreement ("Reorganization Agreement"); and 2) an agreement between outgoing Local 79 President Willie Hampton and SEIU Local 79 ("Hampton Agreement").
There are many background facts regarding the Plaintiffs' employment histories, their roles and actions with the Board of Directors, and other matters. However, the Court will present a streamlined factual synopsis pertaining to the present analysis.
A. The Reorganization Agreement
On June 11, 2007, Defendant SEIU HCMI entered into a merger agreement with SEIU Local 79, executed by the two unions and which was governed by the Reorganization Agreement. Dft. Exh. 1. The Reorganization Agreement governed the relationship between the two unions, providing for the transfer of jurisdiction and collective bargaining representation, describing the rights and responsibilities of union members, officers and employees, and explaining the financial responsibilities of the two labor organizations.
The Reorganization Agreement contains a provision requiring SEIU HCMI to "offer employment and provide job protection, through June 30, 2008, for all full-time Local 79 staff, subject to their termination for cause." Dft. Exh. 1, ¶ 7.
Paragraph 23 of the Reorganization Agreement states, "Any dispute between the parties arising under this agreement, which cannot be resolved by mutual agreement, shall be submitted to the International President, or his/her designee, for final resolution." Dft. Exh. 1, ¶ 23.
On May 14, 2007, a little over a month prior to the merger agreement, SEIU Local 79's Executive Board approved a series of resolutions providing Local 79 President Willie Hampton with specified benefits. The benefits included: 1) lifetime health and life insurance benefits for Hampton and his dependents after he retires; 2) a new vehicle for Hampton's use after he retires; 3) two first class plane tickets to anywhere in the United States; and 4) a severance payment equal to six months of Hampton's 2007 pay upon his retirement.
On or about June 5, 2007, less than a week before the effective date of the merger, SEIU Local President Willie Hampton signed documents entitled "Agreement between Willie Hampton and SEIU Local 79" and "Addendum to Agreement" (collectively the "Hampton Agreement"). Dft. Exh. 2. Specifically, the Hampton Agreement provides Hampton with money and other benefits, including payment for 278 days of accrued vacation pay, payment for Hampton's personal attorney fees accrued in drafting the agreement, payment of all Hampton's legal fees, arbitration costs and court costs for resolving the disputes regarding the Supplemental Agreement, the right of Hampton to pick his choice of forum for the resolution of any disputes regarding the Supplemental Agreement, payment to ...