Williams (P) and others were salaried management employees of Caterpillar (D) who promised them they could look forward to indefinite and lasting employment and that they could count on the corporation to take care of them. P alleged that they were assured by D that if D even closed the San Leandro facility, D would provide employment opportunities for P at other Caterpillar facilities. In reliance on these promises, P continued to remain in D's employ rather than seeking jobs elsewhere. Between May 1980 and January 1984, D downgraded P back to hourly workers and were assured that the downgrades were only temporary. On December 15, 1983, P were notified that they were to be laid off. P sued for breach of contract. D then removed the action to federal court. P sought remand. The District Court held that removal was proper and dismissed the case when P refused to amend their complaint to state a claim under 301 of the Labor Management Relations Act, 1947 (LMRA). The Ninth Circuit reversed, and the Supreme Court granted certiorari.