No. 20-1686 ___________________________

David Gillick; Bradley Grant; Robert Bieg, Jr.; Terry Briggs; Corey Black; Michael Lutz, As Employer Trustees of the Construction Laborers Welfare Trust of Greater St. Louis

Plaintiffs - Appellants

v. Gary Elliott; Brandon Flinn; Matthew Andrews; Richard McLaughlin; Don Willey; Steve MacDonald, As Union Trustees of the Construction Laborers Welfare Trust of Greater St. Louis

Defendants - Appellees ____________

Appeal from United States District Court for the Eastern District of Missouri - St. Louis ____________

Submitted: March 18, 2021 Filed: June 16, 2021 ____________ Before SHEPHERD, ERICKSON, and KOBES, Circuit Judges. ____________ SHEPHERD, Circuit Judge.

Appellants and Appellees are the employer-appointed and the union- appointed trustees, respectively, of the Greater St. Louis Construction Laborers Welfare Trust established under § 302(c)(5) of the Labor Management Relations Act, 29 U.S.C. § 186(c)(5) (LMRA). At a Board of Trustees meeting, the trustees “deadlocked” on a motion brought by one of the employer-appointed trustees. The employer-appointed trustees then filed a complaint in the district court 1 seeking the appointment of an impartial umpire to resolve the deadlock. The district court dismissed the complaint and declined to appoint an umpire, and the employer- appointed trustees appeal. Having jurisdiction under 28 U.S.C. § 1291, we affirm.

I.

The Greater St. Louis Construction Laborers Welfare Trust (Trust), created pursuant to a Restated Agreement and Declaration of Trust (Trust Agreement), is a multi-employer benefit trust that provides benefits to union members and their dependents. The Trust Agreement, entered into by representatives of the participating unions and employers who contribute to the Trust, vests the authority to administer the Trust in a 12-member Board of Trustees. See R. Doc. 31-1, at 5 (“The power, authority and duty to manage, maintain and control this Trust and the assets thereof, as well as to formulate and administer its employee benefit plan or plans thereunder, shall be vested in a Board of Trustees (sometimes collectively called the ‘Trustees’ herein) . . . .”); see also R. Doc. 31-1, at 5 (requiring a 12- member Board). Six of the Trustees are selected by labor organizations whose members are Trust beneficiaries (Union Trustees), and the other six are selected by the associations representing contributing employers (Employer Trustees).

The Trust Agreement 2 sets forth the Trustees’ authority and responsibilities. It requires the Trust to be administered in compliance with the LMRA and the

1 The Honorable Jean C. Hamilton, United States District Judge for the Eastern District of Missouri. 2 The Employer Trustees did not attach the Trust Agreement to their complaint, instead attaching it only to their response in opposition to the Union Trustees’ motion to dismiss. In deciding a motion to dismiss, courts ordinarily do not consider matters outside the pleadings. See Fed. R. Civ. P. 12(d). However, “documents necessarily embraced by the complaint are not matters outside the pleading[s]. -2- Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq. (ERISA). Section 6.15(C) authorizes the Trustees to “[e]mploy or contract with” attorneys to give the Trustees advice or assist in carrying out the Trustees’ responsibilities under ERISA or the Trust Agreement and to pay such a