Atlas Air, Inc. v. Int'l Bhd. of Teamsters ( 2019 )


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  • 18‐1086‐cv
    Atlas Air, Inc. v. Intʹl Bhd. of Teamsters
    UNITED STATES COURT OF APPEALS
    FOR THE SECOND CIRCUIT
    August Term 2018
    (Argued: May 3, 2019                                             Decided: November 21, 2019)
    Docket No. 18‐1086
    ATLAS AIR, INC., SOUTHERN AIR, INC.,
    Plaintiffs‐Appellees,
    ‐ against ‐
    INTERNATIONAL BROTHERHOOD OF TEAMSTERS, AIRLINE PROFESSIONALS
    ASSOCIATION OF THE INTERNATIONAL BROTHERHOOD OF TEAMSTERS, LOCAL UNION
    NO. 1224, INTERNATIONAL BROTHERHOOD OF TEAMSTERS, AIRLINE DIVISION,
    Defendants‐Appellants.
    ON APPEAL FROM THE UNITED STATES DISTRICT COURT
    FOR THE SOUTHERN DISTRICT OF NEW YORK
    Before:
    KEARSE, WESLEY, and CHIN, Circuit Judges.
    Appeal from a judgment of the United States District Court for the
    Southern District of New York (Forrest, J.) compelling arbitration of grievances
    raised by plaintiffs‐appellees airlines in a dispute with the collective bargaining
    representatives of their pilots. The district court granted the airlinesʹ motion for
    summary judgment and to compel arbitration, holding that (1) the partiesʹ
    disputes are subject to mandatory arbitration; (2) the airlinesʹ motion to compel
    arbitration was timely; and (3) the disputed issues raised by the management
    grievances are arbitrable.
    AFFIRMED.
    JUDGE KEARSE partially dissents in a separate opinion.
    EDWARD GLEASON (Franklin K. Moss, on the brief), Law
    Office of Edward Gleason PLLC, Washington,
    DC, and Spivak Lipton LLP, New York, New
    York, for Defendants‐Appellants.
    ROBERT A. SIEGEL (Michael G. McGuinness and Sloane
    Ackerman, on the brief), OʹMelveny & Myers LLP,
    Los Angeles, California and New York, New
    York, for Plaintiffs‐Appellees.
    CHIN, Circuit Judge:
    This labor relations case arises from the merger of two commercial
    airlines, plaintiffs‐appellees Atlas Air, Inc. (ʺAtlasʺ) and Southern Air, Inc.
    (ʺSouthernʺ) (together, the ʺEmployersʺ). The Atlas and Southern pilots are
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    represented by defendants‐appellants International Brotherhood of Teamsters
    (ʺIBTʺ), International Brotherhood of Teamsters Airline Division (ʺIBTADʺ), and
    Airline Professionals Association of the International Brotherhood of Teamsters,
    Local Union No. 1224 (ʺLocal 1224ʺ) (collectively, the ʺUnionʺ). Following the
    announcement of the merger, disagreements arose as to the integration of the
    respective employees and operations, whether the Union was required to
    negotiate a new joint collective bargaining agreement (ʺJCBAʺ) to cover both sets
    of pilots, and whether the disagreements were to be resolved in arbitration or
    before the National Mediation Board (the ʺNMBʺ).
    After the parties failed to resolve their controversies, the Employers
    commenced this action below to compel arbitration of the management
    grievances. The district court granted the Employersʹ motion for summary
    judgment and to compel arbitration and denied the Unionʹs motion for summary
    judgment. On appeal, we hold that the district court properly granted the
    Employersʹ motion for summary judgment and to compel arbitration.
    Accordingly, the judgment of the district court is affirmed.
    -3-
    BACKGROUND
    I.    The Facts
    A.     Labor Relations in the Airline Industry
    The Railway Labor Act (the ʺRLAʺ), 45 U.S.C. § 151 et seq., regulates
    labor relations in the airline industry. Hawaiian Airlines, Inc. v. Norris, 
    512 U.S. 246
    , 248 (1994) (citing 45 U.S.C. §§ 181‐188). The purpose of the RLA is to
    prevent service interruptions in the transportation industries by encouraging
    labor peace and avoiding strikes. See, e.g., CSX Transp., Inc. v. United Transp.
    Union, 
    879 F.2d 990
    , 995 (2d Cir. 1989) (citing 45 U.S.C. § 151a and Detroit &
    Toledo Shore Line R.R. v. UTU, 
    396 U.S. 142
    , 148 (1969)). The courtsʹ role in
    ʺenforcing substantive obligations under the RLA is circumscribed by its unique
    history and dispute‐resolution framework,ʺ and the statute sets forth ʺa unique
    blend of moral and legal duties looking toward settlement through conciliation,
    mediation, voluntary arbitration, presidential intervention, and, finally, in case of
    ultimate failure of the statutory machinery, resort to traditional self‐help
    measures.ʺ Air Line Pilots Assʹn, Intʹl v. Tex. Intʹl Airlines, Inc., 
    656 F.2d 16
    , 19‐20
    (2d Cir. 1981) (internal quotation marks omitted).
    -4-
    The RLAʹs dispute resolution mechanisms include mediation before
    the NMB and binding arbitration before ʺadjustment boards.ʺ CSX 
    Transp., 879 F.2d at 995
    ‐97; accord W. Airlines, Inc. v. Intʹl Bhd. of Teamsters, 
    480 U.S. 1301
    , 1302
    (1987). Adjustment boards are panels consisting of designated representatives of
    the carrier and employees that resolve disputes arising under existing contracts
    between labor groups and employers. See Intʹl Assʹn of Machinists v. Cent.
    Airlines, Inc., 
    372 U.S. 682
    , 686 (1963); Ollman v. Special Bd. of Adjustment No. 1063,
    
    527 F.3d 239
    , 246 (2d Cir. 2008). As explained more fully below, the mechanism
    that the parties must use to resolve a controversy depends on the type of dispute
    between the parties, i.e., whether the dispute is a ʺmajor,ʺ ʺminor,ʺ or
    ʺrepresentationʺ dispute. See CSX 
    Transp., 879 F.2d at 995
    ‐98; Air Line Pilots
    
    Assʹn, 656 F.2d at 20
    n.6. Major and representation disputes fall within the
    exclusive jurisdiction of the NMB, while minor disputes must be arbitrated
    before an adjustment board. See CSX 
    Transp., 879 F.2d at 995
    ‐98; Air Line Pilots
    
    Assʹn, 656 F.2d at 20
    n.6.
    B.     The Parties
    Atlas is a commercial air carrier and wholly owned subsidiary of
    Atlas Air Worldwide Holdings, Inc. (ʺAAWHʺ). Atlas is party to a collective
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    bargaining agreement (the ʺAtlas CBAʺ) that governs the pay, rules, and working
    conditions of the Atlas pilots. The Atlas CBA also covers another AAWH
    subsidiary, Polar Air Cargo Worldwide, Inc. (ʺPolarʺ), which is not a party to this
    action. The Atlas CBA became effective on September 8, 2011 and became
    amendable ‐‐ or open for further negotiation ‐‐ on September 8, 2016.
    In April 2016, AAWH acquired Southern Air Holdings, Inc., the
    parent of Southern, making Southern a subsidiary of AAWH. Southern is party
    to a collective bargaining agreement (the ʺSouthern CBAʺ) that governs the pay,
    rules, and working conditions of the Southern pilots. The Southern CBA became
    effective on November 6, 2012 and amendable on November 6, 2016.
    IBT is the certified collective bargaining representative of the Atlas
    and Southern pilots under the RLA. IBTAD is a party to both the Atlas CBA and
    the Southern CBA. IBTAD, through IBT, has designated Local 1224 as the local
    collective bargaining agent for the Atlas and Southern pilots.
    C.    The Collective Bargaining Agreements
    1.     Atlas
    The Atlas CBA recognizes Atlas and Polar as ʺa single Air Carrier
    collectively referred to as the ʹCompany.ʹʺ 
    Id. at 38.
    Pursuant to a 2011
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    arbitration award, AAWH is not subject to the Atlas CBAʹs ʺscope provisions,ʺ
    which relate to the scope of covered work, job security, and labor protections in
    the event of certain corporate transactions. Under the Atlas CBA, the partiesʹ
    obligation to ʺmerge the two pre‐integration collective bargaining agreements
    into one agreement,ʺ 
    id. at 44‐45
    (Section 1.F.b.iii), that is, to negotiate a JCBA, is
    triggered by the following conditions:
    (i) the Company acquires another air carrier and the
    Company decides there will be a complete operational
    merger between the Company and such other air carrier, or if
    the Company notifies the Union of its intent to integrate the
    Crewmember seniority lists of the respective carriers, or (ii)
    in the event the Company decides there will be a complete
    operational merger between the Company and an affiliated
    air carrier, or if the Company notifies the Union of its intent
    to integrate the Crewmember seniority lists of the Company
    and an affiliated air carrier . . . [and] the crewmembers of the
    acquired carrier are represented by the Union.
    
    Id. at 43‐44
    (Section 1.F.2).
    The parties have nine months to execute a JCBA from the date the
    Union presents the Company with a merged seniority list. If the parties are
    unable to agree on the terms of a JCBA, the parties must submit the outstanding
    issues to binding interest arbitration within thirty days of the conclusion of
    negotiations contemplated by the Atlas CBA.
    -7-
    Section 21 of the Atlas CBA provides that the System Board of
    Adjustments (the ʺAtlas Boardʺ) ʺshall have jurisdiction over all disputes
    between . . . the Company and the Union, growing out of the interpretation or
    application of any of the termsʺ of the Atlas CBA. 
    Id. at 24.
    In addition, Section
    1.H.1 of the Atlas CBA states that ʺ[a]ny grievance filed by the Company or
    Union alleging a violation of Section 1 shall bypass the initial steps of the
    grievance process and shall be submitted, heard, and resolved through binding
    arbitration on an expedited basis directly before the [Atlas Board].ʺ 
    Id. at 46.
    2.    Southern
    The Southern CBA provides that
    [i]n the event of a merger between the Company and any
    other company or business that employ crewmembers of
    aircraft, there shall be an integration of the two crewmember
    groups . . . . A ʺmergerʺ as used in this Section, shall refer to a
    transaction in which the functional departments of the
    Company (e.g., operations, marketing, finance, human
    resources, etc.) are integrated with those of another
    certificated air carrier employing crewmembers . . . .
    In the event of a merger, this Agreement shall be merged with
    the merging air carrierʹs crewmember collective bargaining
    agreement, if any; if such merged agreement is not completed
    within nine (9) months from the date an integrated
    Master Seniority List is submitted to the surviving entity, the
    parties shall submit all outstanding issues to binding interest
    arbitration.
    -8-
    
    Id. at 54
    (Sections 1.B.2‐3).
    Section 19(D)(2) of the Southern CBA also establishes a System
    Board of Adjustment (the ʺSouthern Boardʺ) and provides that the Southern
    Board ʺshall have jurisdiction over disputes growing out of grievances or out of
    the interpretation of application of any termsʺ of the agreement. 
    Id. at 34.
    D.     The Management Grievances
    On January 19, 2016, AAWH announced its intent to merge the
    operations of Atlas and Southern. Both Atlas and Southern took the view that
    the parties were then required to negotiate a JCBA covering both companiesʹ
    pilots in accord with Sections 1.F and 1.B of their respective collective bargaining
    agreements. The Union disagreed, taking the position that Atlas and Southern
    were required to engage in separate negotiations to amend each companyʹs
    individual collective bargaining agreement.
    1.     Atlas
    On April 13, 2016, the Union filed an application with the NMB
    pursuant to Sections 5 and 6 of the RLA for mediation of the dispute. The NMB
    acknowledged the Unionʹs application by letter dated April 19, 2016, advising
    that the NMB would ʺinvestigate the complexity of issues associated with this
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    application prior to beginning any mediation sessions,ʺ and that the application
    had been docketed. 
    Id. at 208‐09.
    The next day, April 14, 2016, Atlas filed a management grievance
    (the ʺAtlas grievanceʺ) with the Atlas Board pursuant to Section 204 of the RLA
    and Section 1.H of the Atlas CBA for expedited grievance arbitration. Atlas
    requested that the Atlas Board decide whether the Union was ʺ[in] violati[on of]
    Section 1.F.2.b.iii of the Atlas‐IBT CBA by refusing to engage in negotiations for a
    [JCBA] pursuant to the terms and conditions set forth therein in light of the
    announced operational merger of Atlas and Southern Air, Inc.?ʺ 
    Id. at 47.
    The
    Union responded, by letter dated April 20, 2016, that stated:
    the purported management grievance is intricately
    related to, and indeed dependent upon, the resolution
    of RLA statutory issues underlying our dispute,
    including issues relating to the NMBʹs jurisdiction and
    pending investigation, the Companyʹs obligations
    under 45 U.5.C. § 152, First and 45 U.S.C. § 156, and its
    obligations under 45 U.S.C. §§ 155 and 156. As you
    know, the System Board lacks jurisdiction to address
    matters arising outside the contract, including the
    statutory issues involved in the purported management
    grievance. It is inappropriate for the Company to
    attempt to vest the System Board with jurisdiction that
    it does not have. The purported grievance is, therefore,
    invalid and not arbitrable.
    - 10 -
    Finally, we look forward to an amicable resolution of our
    dispute through consensual negotiations, as provided for
    under the RLA.
    
    Id. at 135
    (emphasis added).
    Subsequently, the parties engaged in ongoing discussions
    concerning a proposed JCBA that would cover the Atlas, Polar, and Southern
    pilots. By example, the parties met on May 10, 2016 to discuss the dispute. At
    the meeting, Atlas proposed that ʺit was willing to remove the scope clause,ʺ
    Section 1.B of the Atlas CBA, ʺfrom the Section 1.F interest arbitration process,
    and instead bargain for a mutually acceptable scope clause in advance of the
    Section 1.F process.ʺ 
    Id. at 152.
    IBT indicated that it would consider Atlasʹs
    compromise proposal, and ʺon that basis, the Company temporarily deferred
    pursuing arbitration on the management grievance pending a response from the
    IBT.ʺ 
    Id. On July
    14, 2016, IBT rejected Atlasʹs compromise proposal and sent
    Atlas an email that provided ʺa discussion draft of [its] proposal on how to
    proceed with negotiations.ʺ 
    Id. at 136;
    see 
    id. at 78.
    Attached to IBTʹs email was a
    thirteen‐page draft of a proposed letter of agreement (ʺLOAʺ), detailing how the
    parties might proceed to negotiate a JCBA. Significantly, the proposed letter
    - 11 -
    agreement included the following language: ʺWhile this LOA remains in effect
    . . . Parties agree to suspend/toll/defer their dispute relating to the management
    grievance.ʺ 
    Id. at 139.
    In addition, the proposal included terms relating to
    arbitration.
    Atlas responded with a counter‐proposal on August 12, 2016, and
    IBT responded by letter dated September 2, 2012. IBTʹs response stated the
    following:
    Despite our concerns relating to your failure to adhere to our
    mutually agreed‐upon ground rules relating to our settlement
    discussions and refusal of our previous settlement offers on a
    path to an equitably negotiated CBA, we continue to believe
    that it is in everyoneʹs best interest to find an amicable,
    expeditious resolution of our dispute. It is for this reason that
    we remain ready, willing and able to meet with you and your
    colleagues in a further effort to resolve our dispute. Accordingly,
    please advise us at your earliest convenience whether you and
    your colleagues share our desire to meet again in an effort to
    amicably resolve our dispute. If you do, please also provide us
    with your available dates, times and locations so that we can
    schedule a follow‐up meeting.
    
    Id. at 156
    (emphasis added). Following that exchange, the parties continued to
    negotiate whether and on what terms they could negotiate a JCBA or amend the
    Atlas CBA. Those discussions effectively ended in February 2017.
    - 12 -
    2.    Southern
    The Union filed an application for mediation with the NMB as to its
    dispute with Southern on January 10, 2017, docketed the next day, to which
    Southern objected in a January 24, 2017 letter to the NMB. On January 24, 2017,
    Southern filed its own management grievance (the ʺSouthern grievanceʺ) with
    the Southern Board against the Union asserting a violation of Section 1.B.3 of the
    Southern CBA. By letter dated February 8, 2017, the Union responded that the
    Southern grievance was ʺnonarbitrableʺ and that the Union ʺlook[ed] forward to
    an amicable resolution of our dispute through consensual negotiations.ʺ 
    Id. at 197.
    II.    Proceedings Below
    Atlas and Southern commenced this action on February 7, 2017. The
    same day, they moved for summary judgment and to compel arbitration,
    arguing that the disputes over the interpretation of the Atlas CBA and the
    Southern CBA were minor disputes within the meaning of the RLA, and thus
    subject to mandatory arbitration before the Atlas Board and Southern Board. On
    July 20, 2017, the Union moved to dismiss the action. The district court
    converted the Unionʹs motion to dismiss to a cross‐motion for summary
    - 13 -
    judgment. On March 13, 2018, the district court issued an opinion granting
    summary judgment in favor of the Employers, compelling arbitration, and
    denying the Unionʹs cross‐motion for summary judgment.
    Judgment was entered accordingly, and this appeal followed.
    DISCUSSION
    We review a district courtʹs grant of summary judgment de novo
    ʺwhere . . . the parties filed cross‐motions for summary judgment and the district
    court granted one motion[] but denied the other.ʺ BWP Media USA Inc. v.
    Polyvore, Inc., 
    922 F.3d 42
    , 47 (2d Cir. 2019) (per curiam); Morales v. Quintel
    Entmʹt, Inc., 
    249 F.3d 115
    , 121 (2d Cir. 2001). Summary judgment is proper if
    ʺthere is no genuine issue as to any material fact and . . . the moving party is
    entitled to a judgment as a matter of law.ʺ Rubens v. Mason, 
    527 F.3d 252
    , 254 (2d
    Cir. 2008) (quoting Fed. R. Civ. P. 56(c)). We similarly review the grant of a
    motion to compel arbitration de novo. Katz v. Cellco Pʹship, 
    794 F.3d 341
    , 344 n.4
    (2d Cir. 2015); Abram Landau Real Estate v. Bevona, 
    123 F.3d 69
    , 72 (2d Cir. 1997).
    On appeal, the Union principally contends that (1) the district court
    lacked subject matter jurisdiction over the action because the dispute was
    docketed by the NMB and the issues raise a representation dispute within the
    - 14 -
    exclusive jurisdiction of the NMB; (2) Atlasʹs motion to compel is untimely
    because it was filed more than six months after the Unionʹs April 20, 2016 letter
    stating that the Atlas grievance was not arbitrable; and (3) the issues raised in the
    dispute are not arbitrable. We discuss each argument in turn.
    I.   Jurisdiction over the Dispute
    The Union argues that the NMB has exclusive jurisdiction over the
    dispute, and therefore the district court lacks subject matter jurisdiction over the
    Employersʹ claim, because (1) the Union filed a mediation application that was
    docketed by the NMB and (2) the claim is a representation dispute. We discuss
    each issue in turn.
    A.     Applicable Law
    As noted, whether the parties must mediate before the NMB or
    submit their claims to binding arbitration depends on whether the dispute is a
    major, minor, or representation dispute. See, e.g., CSX 
    Transp., 879 F.2d at 995
    ‐98;
    Air Line Pilots 
    Assʹn, 656 F.2d at 20
    n.6.
    Major disputes relate to disputes involving the ʺformation of
    collective agreements or efforts to secure them.ʺ CSX 
    Transp., 879 F.2d at 995
    (quoting Elgin, J. & E. Ry. v. Burley, 
    325 U.S. 711
    , 723 (1945)). These types of
    - 15 -
    disputes arise ʺwhere there is no such agreement or where it is sought to change
    the terms of one, and therefore the issue is not whether an existing agreement
    controls the controversy.ʺ 
    Id. (internal quotation
    marks omitted). Carriers or
    unions may attempt to resolve a major dispute by providing thirty daysʹ written
    notice ʺof an intended change in agreements affecting rates of pay, rules or
    working conditionsʺ pursuant to Section 6 of the RLA. 
    Id. at 996
    (quoting 45
    U.S.C. § 156). If the parties fail to reach an agreement via mandatory
    negotiations, either party may request mediation by the NMB. 
    Id. Where the
    NMB ʺdetermines after mediation that the parties have reached an impasse, the
    NMB must ʹendeavor . . . to induce the parties to submit their controversy to
    [consensual] arbitration.ʹʺ 
    Id. (quoting 45
    U.S.C. § 155). Absent voluntary
    arbitration, the parties must maintain the status quo and ʺcool offʺ for thirty days
    before resorting to economic self‐help such as a strike by the union or unilateral
    changes to the terms and conditions of employment by the carrier. 
    Id. Alternatively, the
    NMB may refer an unresolved major dispute of sufficient
    importance to the President for further proceedings, during which time the
    parties must maintain the status quo. See 
    id. - 16
    -
    Minor disputes refer to disputes involving existing collective
    bargaining agreements where the parties challenge ʺeither . . . the meaning or
    proper application of a particular provision with reference to a specific situation
    or to an omitted case.ʺ 
    Id. at 995
    (internal quotation marks omitted). ʺA dispute
    will be considered minor . . . if the contract is reasonably susceptible to the
    carrierʹs interpretation.ʺ 
    Id. at 997
    (internal quotation marks omitted). The
    carrierʹs burden is ʺrelatively lightʺ in this regard. 
    Id. at 999;
    accord Consol. Rail
    Corp. v. Ry. Labor Execs.ʹ Assʹn, 
    491 U.S. 299
    , 307 (1989).
    After initial attempts to negotiate the resolution of a minor dispute,
    a party ʺmay submit the dispute for resolution through binding arbitration to the
    National Railroad Adjustment Board (ʺNRABʺ) . . . or to other boards of
    adjustment upon which the parties agree.ʺ CSX 
    Transp., 879 F.2d at 997
    (citations
    omitted). The resolution of minor disputes is within the exclusive jurisdiction of
    the appropriate adjustment board, and courts cannot adjudicate the merits of the
    dispute. 
    Id. at 1003;
    Bhd. of Locomotive Engʹrs Div. 269 v. Long Island R.R. Co., 
    85 F.3d 35
    , 37 (2d Cir. 1996) (ʺIf a dispute is characterized as minor, a court cannot
    assert jurisdiction over the action nor can the parties seek judicial remedies such
    as an injunction.ʺ). Even though a district court is not authorized under the RLA
    - 17 -
    to resolve the merits of a minor dispute, including interpreting the terms of a
    collective bargaining agreement, it may compel arbitration of a minor dispute.
    W. 
    Airlines, 480 U.S. at 1302
    .
    ʺʹRepresentationʹ disputes involve defining the bargaining unit and
    determining the employee representative for collective bargaining.ʺ 
    Id. ʺWhere a
    representation dispute appears on the face of the complaint, even in the absence
    of a challenge by a competing union or an application to the NMB, the court is
    bound to dismiss the action.ʺ Air Line Pilots 
    Assʹn, 656 F.2d at 24
    ; accord W.
    
    Airlines, 480 U.S. at 1302
    ‐03. To resolve a representation dispute, ʺ[t]he NMB
    must, upon the request of either party, investigate the representation dispute and
    certify within 30 days the representative of the craft or class of employees in
    question.ʺ Air Line Pilots 
    Assʹn, 656 F.2d at 20
    n.6.
    B.     Application
    1.     Docketing of Application
    The Union argues that the NMB has exclusive jurisdiction over the
    partiesʹ dispute simply because it docketed the Unionʹs application for
    mediation. As we have explained, however, the NMBʹs jurisdiction over labor
    disputes turns on whether the partiesʹ disagreement is a major, minor, or
    - 18 -
    representation dispute within the meaning of the RLA. Docketing is merely an
    administrative act, acknowledging the filing of a petition. See Atlas Air, Inc. v.
    Intʹl Bhd. of Teamsters, 
    293 F. Supp. 3d 457
    , 468 n.14 (S.D.N.Y. 2018) (ʺCourts
    routinely ʹdocketʹ cases as an administrative matter before determining whether
    they have jurisdiction or not.ʺ). Moreover, the NMB did not address the merits
    of the Unionʹs petition, nor did it determine whether the Union was raising a
    major, minor, or representation dispute. Hence, the NMBʹs docketing of the
    Unionʹs mediation application by itself does not deprive the district court of
    subject matter jurisdiction. See Air Line Pilots 
    Assʹn, 656 F.2d at 24
    ; In re Am. Train
    Dispatchers Assʹn, 43 N.M.B. 71, 82 (Feb. 23, 2016) (dismissing action for lack of
    jurisdiction after assigning docket number); In Re N.C. State Ports Auth. & N.C.
    Ports Ry. Commʹn, 9 N.M.B. 398, 409‐10 (June 8, 1982) (same); cf. Makarova v.
    United States, 
    201 F.3d 110
    , 113 (2d Cir. 2000) (ʺA case is properly dismissed for
    lack of subject matter jurisdiction . . . when the district court lacks the statutory
    or constitutional power to adjudicate it.ʺ).
    - 19 -
    2.     Type of Dispute
    The NMB has jurisdiction over a case if it concerns a major dispute
    or a representation dispute. See W. 
    Airlines, 480 U.S. at 1302
    ‐03; CSX 
    Transp., 879 F.2d at 996
    . The instant case does not.
    As a preliminary matter, the management grievances do not involve
    a major dispute. The parties are subject to existing, albeit amendable, collective
    bargaining agreements that govern the pay, rules, and working conditions of the
    Atlas and Southern pilots. The disputes here relate to whether the Union is in
    violation of those collective bargaining agreements by refusing to negotiate a
    JCBA. Bhd. of Maint. of Way Employes Div. v. Burlington N. Santa Fe Ry. Co., 
    596 F.3d 1217
    , 1222‐23 (10th Cir. 2010) (ʺThe distinguishing feature of [a minor
    dispute] is that the dispute may be conclusively resolved by interpreting the
    existing agreementʺ and ʺ[t]he essence of the inquiry is whether the source of a
    partyʹs asserted legal right is its collective bargaining agreement.ʺ (quoting
    Consol. Rail 
    Corp., 491 U.S. at 305
    )).
    On its face, the Atlas CBA is ʺreasonably susceptible to [Atlasʹs]
    interpretationʺ that the announcement of an operational merger between Atlas
    and Southern triggered Section 1.F. and Section 1.B of the collective bargaining
    - 20 -
    agreements. CSX 
    Transp., 879 F.2d at 997
    (internal quotation marks omitted).
    Both agreements contain language governing the negotiation of a JCBA
    following certain conditions such as a decision to complete an operational
    merger with an affiliated air carrier or notification of an intent to integrate
    seniority lists. Both collective bargaining agreements then establish adjustment
    boards with mandatory jurisdiction over all disputes concerning the
    interpretation or application of any terms of those agreements. J. Appʹx at 24
    (Section 21); 
    id. at 34
    (Section 19(D)(2)). In turn, Atlas and Southernʹs
    management grievances question whether the existing merger provisions of their
    collective bargaining agreements have been triggered by the decision to join
    Atlas and Southern, and whether the Union is in violation of the agreements.
    In contrast, the Unionʹs refusal to arbitrate the Atlas grievance is
    based on its view that ʺCompanyʺ in the Atlas CBA refers only to Atlas and
    Polar, and that by virtue of a prior arbitratorʹs decision to exclude AAWH from
    the scope provisions of the Atlas CBA, AAWH is not bound by the Atlas CBA.
    As pleaded, the Employersʹ argument that the Union violated Section 1 of the
    collective bargaining agreements and is subject to binding arbitration is
    ʺplausibleʺ or at least ʺnot obviously insubstantial,ʺ and the district court was
    - 21 -
    under no obligation to ʺweigh[] and decide who has the better of the argument.ʺ
    CSX 
    Transp., 879 F.2d at 999
    ; see also Consol. Rail 
    Corp., 491 U.S. at 305
    (ʺTo an
    extent, then, the distinction between major and minor disputes is a matter of
    pleadingʺ and ʺ[t]he party who initiates a dispute takes the first step toward
    categorizing the dispute when it chooses whether to assert an existing
    contractual right to take.ʺ). Such contract interpretation issues are the hallmark
    of a minor dispute and thus subject to mandatory resolution by the appropriate
    adjustment boards. See Air Line Pilots Assʹn, Intʹl v. Guilford Transp. Indus., Inc.,
    
    399 F.3d 89
    , 99 (1st Cir. 2005) (ʺ[I]f a dispute involves two reasonable but
    competing interpretations of the partiesʹ rights under a CBA, the dispute is not
    major.ʺ). Accordingly, the management grievances involve a minor dispute, and
    the district court did not err in exercising jurisdiction over the Employersʹ motion
    to compel arbitration of the management grievances.
    The Union also frames the dispute as a representation dispute
    concerning whether Atlas and Polar or Atlas and Southern constitute a single
    carrier for representation purposes. The Union, however, already represents
    both Atlas and Southern pilots, and the collective bargaining agreements
    between them contemplate the partiesʹ obligations when a merger occurs
    - 22 -
    between carriers represented by the same union. See Guilford Transp. 
    Indus., 399 F.3d at 105
    n.11 (recognizing that union did not raise representation dispute
    within exclusive jurisdiction of NMB because union had not asserted right to
    represent employees not covered by collective bargaining agreement); Assʹn of
    Flight Attendants v. United Airlines, Inc., 
    71 F.3d 915
    , 919 (D.C. Cir. 1995) (holding
    controversy did not concern a representation dispute in case where ʺboth groups
    of employees are represented by the [union] so there is no question as to the
    identity of the exclusive representativeʺ); CSX 
    Transp., 879 F.2d at 996
    (ʺIt is a
    minor dispute if there is a clearly governing provision in the present agreements,
    although its precise requirements are ambiguousʺ (quoting Rutland Ry. Corp. v.
    Bhd. of Locomotive Engʹrs, 
    307 F.2d 21
    , 33‐34 (2d Cir. 1962)). In these
    circumstances, we reject the Unionʹs argument that the case raises issues of
    representation that would fall within the exclusive jurisdiction of the NMB.
    II.   Statute of Limitations
    The Union also argues that the Atlas grievance ‐‐ but not the
    Southern one ‐‐ is barred because Atlasʹs February 7, 2017 motion to compel
    arbitration was untimely. J. Appʹx at 134‐35. We disagree.
    - 23 -
    A.     Applicable Law
    The statute of limitations applicable to a motion to compel
    arbitration under the RLA is an open question in this Circuit. The text of the
    RLA does not prescribe a statute of limitations for such a motion. ʺWhen a
    federal statute fails to specify a limitations period,ʺ we typically look to state law
    for ʺthe most analogous periodʺ to apply. Robinson v. Pan Am. World Airways,
    Inc., 
    777 F.2d 84
    , 86 (2d Cir. 1985) (citing DelCostello v. Intʹl Bhd. of Teamsters, 
    462 U.S. 151
    , 158 (1983)). Where the statute concerns substantive matters of federal
    labor law, however, we have held that the state limitations period may give way
    to a limitations period borrowed from comparable federal statutes. Id.; Welyczko
    v. U.S. Air, Inc., 
    733 F.2d 239
    , 241 (2d Cir. 1984).
    Courts have applied the six‐month limitations period for unfair
    labor practice claims under Section 10(b) of the National Labor Relations Act (the
    ʺNLRAʺ), 29 U.S.C. § 160(b), to other claims between unions and employers
    governed by comparable labor law statutes. See, e.g., 
    DelCostello, 462 U.S. at 168
    ‐
    72 (applying NLRAʹs six‐month limitations period to Labor Management
    Relations Act (ʺLMRAʺ) claims). We have also looked to the NLRA to determine
    the limitations period applicable to other labor law claims arising under the RLA.
    - 24 -
    See 
    Robinson, 777 F.2d at 88
    (applying NLRAʹs six‐month limitations period to
    claim for wrongful discharge under RLA). Moreover, we have held that ʺthe six‐
    month statute of limitations under Section 10(b) of the [NLRA] applies to actions
    to compel a labor arbitrationʺ under the LMRA. Associated Brick Mason
    Contractors of Greater N.Y., Inc. v. Harrington, 
    820 F.2d 31
    , 37 (2d Cir. 1987).
    In Harrington, we determined that the six‐month limitations period
    should be applied to motions to compel arbitration of disputes under the LMRA
    because of the need for: (1) ʺprompt resolution of grievances;ʺ (2) ʺʹproper
    balance between the national interests in stable bargaining relationships and
    finality of private settlements,ʹ . . . and a partyʹs interest in invoking the arbitral
    process under the collective bargaining system;ʺ and (3) uniformity of statutes of
    limitations for grievances involving conduct that may also constitute an unfair
    labor practice under the NLRA. 
    Id. at 37
    (internal citation omitted). These same
    considerations apply to the transportation industries and therefore to motions to
    compel arbitration under the RLA. Accordingly, as the parties agree, we now
    hold that motions to compel arbitration of disputes governed by the RLA are
    subject to a six‐month statute of limitations.
    - 25 -
    The next question is when a cause of action to compel arbitration
    accrues. As we have recognized, ʺit is well established that a cause of action to
    compel arbitration accrues when a party unequivocally refuses a demand to
    arbitrate.ʺ 
    Id. at 38;
    accord Schweizer Aircraft Corp. v. Local 1752, Intʹl Union, United
    Auto., Aerospace & Agr. Implement Workers of Am., 
    29 F.3d 83
    , 87 (2d Cir. 1994).
    Equivocality turns on the factual circumstances in each case. Diamond D Const.
    Corp. v. Intʹl Union of Operating Engʹrs, Local Unions No. 17, 17A, 17B, 17C & 17R,
    
    15 F. Supp. 2d 274
    , 289 (W.D.N.Y. 1998) (ʺ[T]he particular circumstances of each
    case control the ʹunequivocal refusalʹ inquiry.ʺ).
    At minimum, a flat refusal to arbitrate without further inquiry or
    discussion of the dispute is sufficiently unequivocal. See 
    Schweizer, 29 F.3d at 87
    .
    In Schweizer, we considered the unionʹs counterclaim, filed one month after
    employerʹs petition to stay the arbitration, to be timely because it was the
    employerʹs ʺonly unequivocal refusal to arbitrate.ʺ 
    Id. Importantly, there
    was no
    mention of any attempt to resolve the underlying dispute from the time of the
    unionʹs demand for arbitration, made February 2, 1993, to the date that the
    employer filed the petition to stay arbitration, February 19, 1993. 
    Id. at 84‐87.
    Similarly, in Communications Workers of America v. Western Electric Company, there
    - 26 -
    was no discussion of intervening activity amongst the parties that followed the
    employerʹs ʺimmediate, blunt, and to the pointʺ replies that it considered its
    dispute with the union ʺnon‐arbitrable.ʺ 
    860 F.2d 1137
    , 1145 (1st Cir. 1988)
    (hereinafter ʺCWAʺ). Accordingly, the First Circuit concluded in that case that
    the statement was an unequivocal refusal to arbitrate that commenced the statute
    of limitations. 
    Id. By contrast,
    non‐responses or equivocal statements do not cause the
    statute of limitations to run. See I.B.E.W. Sys. Council U‐7 v. N.Y. State Elec. & Gas
    Corp., 
    180 F.3d 368
    , 370 (2d Cir. 1999) (per curiam) (holding that there was no
    unequivocal refusal to arbitrate where party ʺsimply announced the status of the
    arbitration proceeding,ʺ and nothing indicated that it would refuse to arbitrate if
    asked); Local Joint Exec. Bd. of Las Vegas, Bartenders Union Local 165, Culinary
    Workersʹ Local Union No. 226 v. Exber, Inc., 
    994 F.2d 674
    , 676 (9th Cir. 1993)
    (holding that constructive notice of refusal to arbitrate was insufficient, and
    ʺ[b]ecause the Union never received from the employer an unequivocal, express
    refusal of its demand to arbitrate, the statute of limitations never commenced
    runningʺ); Aluminum Brick & Glass Workers Intʹl Union v. AAA Plumbing Pottery
    Corp., 
    991 F.2d 1545
    , 1548 (11th Cir. 1993) (holding that the motion to compel
    - 27 -
    arbitration was timely because the employerʹs statements that ʺIʹm sure you will
    agree that the matter is closedʺ and ʺI . . . would be interested to see what the
    Unionʹs position isʺ were equivocal).
    In certain cases, whether a party has made an unequivocal refusal to
    arbitrate has not been clear; and at least one court has questioned whether mere
    formalities, such as a petition to stay arbitration, or an initial refusal to arbitrate
    absent ʺ[u]nambiguous conductʺ to the same effect, ʺrise to the level of an
    unequivocal refusalʺ to arbitrate. 
    Diamond, 15 F. Supp. 2d at 289
    . The district
    courts in our circuit have not resolved this question uniformly. Compare 
    id. (ʺ[T]his court
    believes that the unequivocal refusal standard does not turn on
    whether the party resisting arbitration has filed a petition to stay arbitration or
    has uttered the magic words ʹwe refuse to arbitrate this dispute.ʹʺ), with Raymond
    v. Mid‐Bronx Haulage Corp., No. 15‐cv‐5803, 
    2017 WL 9882601
    , at *3 (S.D.N.Y. June
    10, 2017) (ʺTo the contrary, courts require ʹclearʹ and ʹexpressʹ conduct, such as a
    motion to stay arbitration procedures or an explicit objection to arbitration
    proceedings, before finding an unequivocal refusal to arbitrate.ʺ), and Hotel
    Greystone Corp. v. N.Y Hotel & Motel Trades Council, 
    902 F. Supp. 482
    , 485
    (S.D.N.Y. 1995) (holding motion to stay arbitration, and not earlier letter
    - 28 -
    objecting to arbitratorʹs reconsideration of the award, was unequivocal refusal to
    arbitrate because hotel continued to contest jurisdiction and merits and
    participated in hearing before arbitrator).
    When a partyʹs refusal to arbitrate does not fall neatly into the
    equivocal or unequivocal classifications, some courts have resolved the inquiry
    by evaluating the partiesʹ conduct following the refusing partyʹs initial
    communication. See Teamsters Local Union No. 783 v. Anheuser‐Busch, Inc., 
    626 F.3d 256
    , 259‐60 (6th Cir. 2010); Intʹl Union v. Cummins, Inc., 
    434 F.3d 478
    , 485 (6th
    Cir. 2006); Fedʹn of Westinghouse Indep. Salaried Unions v. Westinghouse Elec. Corp.,
    
    736 F.2d 896
    , 898‐99 (3d Cir. 1984). We agree that in some circumstances a partyʹs
    initial refusal to arbitrate can be rendered equivocal by the partiesʹ subsequent
    statements and actions.
    For example, in Westinghouse, the Third Circuit remanded the case
    for the district court to resolve whether a companyʹs earlier statement that ʺ[t]his
    dispute is not subject to demand arbitration and the Company is unwilling to
    process the grievance into arbitration by special agreementʺ was rendered
    equivocal by its subsequent statement that, ʺ[w]hile [it] continue[d] to believe
    that the dispute [was] not arbitrable . . . , it would be willing to proceed to
    - 29 -
    arbitration by mutual agreement in this particular case, providing there is
    agreement as to the matter to be decided by an 
    arbitrator.ʺ 736 F.2d at 898
    ‐99
    (first alteration in original). In some circumstances, then, a party resisting
    arbitration does not meet the standard of unequivocal refusal where an initial,
    express refusal is followed by statements expressing some willingness to
    arbitrate.
    Likewise, the Sixth Circuit concluded that an employer had not
    unequivocally refused to arbitrate where it stated that it was ʺʹsurprisedʹ that the
    Union was still pursuing the grievance because [it] assumed that the Union had
    dropped the matter,ʺ the grievance was ʺnot arbitrable,ʺ and the union should
    provide legal authority for its position. 
    Cummins, 434 F.3d at 483
    . The court
    reasoned that while the employer initially stated that the grievance was not
    arbitrable, ʺits subsequent conduct . . . suggested that it was still open to
    negotiatingʺ and the letter ʺstat[ing] the grievance was not arbitrable without
    requesting further information from the Union . . . [wa]s the date when [the
    employerʹs] refusal to arbitrate became unequivocal.ʺ 
    Id. at 485;
    see also Teamsters
    Local Union No. 
    783, 626 F.3d at 259
    ‐60 (holding that ʺ[a] statement that a
    grievance is not arbitrable, which simultaneously requests additional
    - 30 -
    information, does not amount to an unequivocal position that the employer will
    not arbitrate,ʺ and unionʹs claim was not time‐barred where employerʹs
    communications sought additional information but lacked indication that
    ʺnegotiation or settlement was not feasibleʺ). We agree that notwithstanding an
    initial refusal to arbitrate, a partyʹs refusal to arbitrate can be rendered equivocal
    by conduct showing that it is willing to negotiate the merits or arbitrability of the
    underlying dispute.
    B.     Application
    The Employersʹ February 2017 motion to compel arbitration is
    timely because the Unionʹs initial refusal to arbitrate was rendered equivocal by
    its subsequent participation in negotiations with Atlas to create a JCBA or to
    arbitrate the dispute.
    To begin with, the parties contest whether the Unionʹs April 20, 2016
    letter, which claimed that the management grievance was ʺfacially invalidʺ and
    ʺnot arbitrable,ʺ J. Appʹx at 134‐35, constituted an unequivocal refusal to
    arbitrate. There is some ambiguity, as the Union stated that the Employersʹ
    grievances were invalid and not arbitrable at the same time it noted that it was
    ʺlook[ing] forward to an amicable resolution of [the] dispute through consensual
    - 31 -
    negotiations.ʺ 
    Id. at 135
    . The Unionʹs indication that it was open to consensual
    negotiations arguably softened its position that the Atlas grievance was not
    arbitrable. As in Teamsters Local Union No. 783, there was no clear signal that
    ʺnegotiation or settlementʺ of the issue in dispute ʺwas not 
    feasible.ʺ 626 F.3d at 260
    . A statement of the Unionʹs view on arbitrability followed by an invitation to
    negotiate the merits of the dispute could reasonably be construed as a statement
    of its initial position rather than an unequivocal refusal to arbitrate. See
    Aluminum 
    Brick, 991 F.2d at 1548
    .
    We need not decide, however, the close question of whether the
    April 20 letter constituted an unequivocal refusal to arbitrate. Assuming,
    without deciding, that it did, the Unionʹs participation in ensuing efforts to
    resolve the dispute rendered its initial refusal equivocal. For example, on May
    20, 2016, the parties met to discuss, inter alia, interest arbitration. The Union
    indicated that it would consider Atlasʹs proposal to narrow the scope of
    arbitration, and in exchange, ʺ[Atlas] temporarily deferred pursuing arbitration
    on the management grievance pending a response from the IBT.ʺ J. Appʹx at 78.
    Thus, as in Westinghouse, Atlasʹs restraint in pursuing its management grievance
    was predicated on the Unionʹs willingness to arbitrate at least some issues,
    - 32 -
    including displacing the scope clause and negotiating a JCBA ‐‐ the very issues
    that Atlas sought to resolve by way of its management grievance.
    Later, in the LOA proposed on July 14, 2016, IBT suggested a
    suspension, tolling, or deferral of the dispute relating to the Atlas grievance.
    Until the breakdown in negotiations, the parties continued to indicate a
    willingness to resolve the dispute by coming to terms on a JCBA while the Atlas
    grievance remained pending. Both the Union and Atlas thus recognized that
    negotiating a JCBA would moot the issues that formed the basis of the Atlas
    grievance.
    IBT engaged in negotiations and discussions that, if successful,
    would have obviated the need for arbitration. Indeed, these discussions
    included the possibility of arbitration in the event the negotiations and
    discussions were not successful. Moreover, throughout the discussions, Atlas
    consistently reserved all rights (as did IBT). As the Third Circuit held in
    Cummins, we agree that ʺthe employer must essentially determine that
    negotiation or persuasion is not feasible before the statute of limitations will
    begin to 
    run.ʺ 434 F.3d at 484
    . Atlas did not make that determination until
    negotiations stalled in February 2017, and then it promptly filed this action.
    - 33 -
    Finally, we note that one of the principal purposes of the RLA is ʺto
    encourage use of the nonjudicial processes of negotiation, mediation and
    arbitration for the adjustment of labor disputes.ʺ Aircraft Serv. Intʹl, Inc. v. Intʹl
    Bhd. of Teamsters, 
    779 F.3d 1069
    , 1079 (9th Cir. 2015) (quoting Bhd. of R.R.
    Trainmen, Enter. Lodge, No. 27 v. Toledo, P. & W. R. R., 
    321 U.S. 50
    , 58 (1944)). By
    filing its motion to compel only after it became clear that the Unionʹs refusal to
    arbitrate was unequivocal, Atlas acted in accordance with the spirit of the RLA.
    Accordingly, we agree with the district court that Atlasʹs motion to compel
    arbitration of its management grievance was timely.
    III. Arbitrability of the Employersʹ Grievances
    Finally, the Union raises three arguments with respect to the
    arbitrability of the Employersʹ management grievances: (1) the Southern CBA
    does not permit the employer to file a grievance that could be the basis of
    arbitration; (2) the Atlas grievance is not arbitrable because AAWH, and not the
    Company, initiated the merger so that the obligation to negotiate a JCBA has not
    been triggered; and (3) the adjustment board of one air carrier cannot exercise
    authority over the pilots of the other.
    - 34 -
    A.     Applicable Law
    Arbitrability concerns ʺwhether a particular dispute is to be
    arbitrated under the terms of the contract.ʺ Metro. Life Ins. Co. v. Bucsek, 
    919 F.3d 184
    , 190 (2d Cir. 2019). Courts must decide whether a collective bargaining
    agreement requires the parties to arbitrate a grievance unless the agreement
    provides otherwise. AT & T Techs., Inc. v. Commcʹns. Workers of Am., 
    475 U.S. 643
    ,
    649 (1986) (ʺUnder our decisions, whether or not the company was bound to
    arbitrate, as well as what issues it must arbitrate, is a matter to be determined by
    the Court on the basis of the contract entered into by the parties.ʺ (internal
    quotation marks omitted)); Collins & Aikman Prods. Co. v. Bldg. Sys., Inc., 
    58 F.3d 16
    , 19 (2d Cir. 1995) (ʺ[F]ederal law does not require parties to arbitrate when
    they have not agreed to do so.ʺ (internal quotation marks omitted)). Determining
    arbitrability, however, does not permit courts to address the merits of the
    underlying claims. AT & 
    T, 475 U.S. at 650
    .
    B.     Application
    The Unionʹs three arguments as to the arbitrability of the Employersʹ
    management grievances fail.
    - 35 -
    First, Southern is permitted to unilaterally file a grievance with the
    Southern Board. While the Union argues that the Southern CBA only provides
    for grievances filed by the Union, that authorization is permissive in that the
    ʺUnion may fileʺ a grievance, J. Appʹx at 32, 34; the agreement does not expressly
    prohibit Southern from filing grievances, cf. Bhd. of 
    Maint., 596 F.3d at 1224
    (ʺContractual silence can be construed as a reservation to the employer of the
    right to act unilaterally.ʺ (internal quotation marks omitted)). In any event, the
    Southern CBA gives the Southern Board mandatory authority ʺover disputes
    growing out of grievances or out of the interpretation of application of any of the
    termsʺ of the agreement. J. Appʹx at 34. That provision governs subject matter,
    not parties. Moreover, the language of the Southern CBA echoes that of Section
    204 of the RLA, which provides:
    [D]isputes between an employee or group of employees
    and a carrier or carriers by air growing out of
    grievances, or out of the interpretation or application of
    agreements concerning rates of pay, rules, or working
    conditions . . . may be referred by petition of the parties
    or by either party to an appropriate adjustment board.
    45 U.S.C. § 184 (emphasis added). Therefore, under the Southern CBA and the
    RLA, Southern was entitled to file a management grievance with the Southern
    - 36 -
    Board regarding the interpretation of Section 1.B.3 of the collective bargaining
    agreement.
    Second, the district court correctly determined that it lacked
    authority to decide whether the merger provisions of the Atlas CBA were
    prompted by the announced operational merger of Atlas and Southern. Unlike
    cases in which the district court must determine whether a party agreed to be
    bound by a collective bargaining agreement, here, the parties have removed that
    issue from the district courtʹs consideration and placed it squarely before the
    Atlas Board ‐‐ the parties agreed that disputes over the interpretation or
    application of the collective bargaining agreements are to be decided by the
    boards of adjustment. See 
    Buscek, 919 F.3d at 189
    ‐91. And whether Section 1.F of
    the Atlas CBA encompasses AAWH as a parent company, as the Employers
    argue, or only applies to the ʺCompanyʺ in reference to Atlas and Polar as a
    single air carrier, as the Union argues, is a question of contract interpretation that
    is at the heart of the Atlas grievance. Thus, the district court is not permitted to
    address the merits of the underlying claim. AT & 
    T, 475 U.S. at 650
    .
    Third, the Union contends that the partiesʹ dispute is not arbitrable
    on the ground that it would require one employerʹs adjustment board to exercise
    - 37 -
    jurisdiction over the employees of the other employer. This argument is
    unpersuasive. Atlas and Southern each submitted a management grievance to
    their respective board of adjustments. Accordingly, the Atlas Board and the
    Southern Board must make two independent determinations as to whether the
    Union must negotiate a JCBA under Section 1.F of the Atlas CBA and Section 1.B
    of the Southern CBA. The Atlas Board will only decide whether the Atlas CBA
    requires Atlas pilots to negotiate a JCBA , and the Southern Board will only
    decide whether the Southern CBA requires Southern pilots to do so.1 Nothing in
    the process of interpreting the provisions of the two collective bargaining
    agreements purports to bind Atlas or Southern pilots to the terms of another
    existing collective bargaining agreement. Therefore, the Unionʹs third argument
    fails, and the dispute is arbitrable.
    1      We acknowledge that this framework could produce the strange result that one
    adjustment board finds that the relevant CBA requires negotiation of a JCBA, but the
    other finds the opposite. In that case, one group of pilots would be required to
    negotiate a JCBA with a non‐existent counterparty. At this time, we need not decide the
    proper course of action should this outcome obtain, as it is not currently before this
    Court. We note, however, that the parties, both sophisticated and counseled, appear to
    have bargained for this possibility by including JCBA provisions in their original CBAs.
    - 38 -
    CONCLUSION
    For the reasons set forth above, we AFFIRM the judgment of the
    district court.
    - 39 -
    18-1086
    Atlas Air, Inc. v. Int'l Bhd. of Teamsters
    1       KEARSE, Circuit Judge, dissenting in part:
    2                     I respectfully dissent from so much of the majority's decision as rules that
    3       plaintiffs' motion to compel arbitration, under the collective bargaining agreement
    4       between defendants (collectively the "Union") and plaintiff Atlas Air, Inc. ("Atlas"),
    5       of the April 2016 management grievance filed by Atlas was timely. I agree with the
    6       majority that an action to compel arbitration of a dispute governed by the Railway
    7       Labor Act ("RLA") is subject to a statute of limitations of six months, and that that
    8       limitations period begins when the party sought to be compelled has unequivocally
    9       refused a demand to arbitrate, see, e.g., Associated Brick Mason Contractors of Greater
    10       New York, Inc. v. Harrington, 
    820 F.2d 31
    , 37-38 (2d Cir. 1987); that a party's apparently
    11       unequivocal refusal can properly be viewed as not unequivocal in light of its
    12       subsequent conduct or statements, see, e.g., Federation of Westinghouse Independent
    13       Salaried Unions v. Westinghouse Electric Corp., 
    736 F.2d 896
    , 902 (3d Cir. 1984)
    14       ("Westinghouse"); and that determination of the date on which a party has
    15       communicated such a refusal unequivocally depends on the particular circumstances
    16       of the case, see, e.g., I.B.E.W. System Council U-7 v. New York State Electric & Gas Corp.,
    17       
    180 F.3d 368
    , 370 (2d Cir. 1999). I disagree with the majority's view that the Union's
    1   April 20, 2016 refusal to accede to Atlas's arbitration demand was not unequivocal--or
    2   that it became equivocal.
    3                On or about April 14, 2016, Atlas sent the Union its management
    4   grievance (the "Atlas Grievance"), complaining that, by refusing to engage in
    5   bargaining with respect to the integration
    6   of staff and operations following the merger of Atlas and Southern Air, Inc.
    7   ("Southern"), the Union had "violat[ed] Section 1.F.2.b.iii of the" collective bargaining
    8   agreement between Atlas and the Union. The Atlas Grievance demanded arbitration
    9   pursuant to the Atlas-Union collective bargaining agreement.
    10                The Union responded to the Atlas Grievance in a two-page letter dated
    11   April 20, 2016 ("Union's April 20 Letter" or "Letter") by stating that as the rights of
    12   Southern employees were "inextricably related to the allegations relating to the Atlas
    13   Air, Inc. collective bargaining agreement"--to which the Southern employees were not
    14   party--"the entire purported management grievance . . . is not arbitrable." (Union April 20
    15   Letter at 1 (emphases added).)         After describing "another reason" that "[t]he
    16   purported grievance is invalid" (id. at 1-2), the Union Letter reiterated that "[t]he
    17   purported grievance is . . . invalid and not arbitrable" (id. at 2 (emphases added)). I view
    18   this as an arbitration refusal that was unequivocal.
    2
    1                  In that Letter, the Union concluded by stating "we look forward to an
    2   amicable resolution of our dispute through consensual negotiations, as provided for
    3   under the RLA" (id. (emphasis added)). The majority--while declining to decide
    4   whether the Union's "April 20 letter constituted an unequivocal refusal to arbitrate,"
    5   Majority Opinion ante at 32--says that the Union's concluding statement "arguably
    6   softened" the Union's "position that the Atlas grievance was not arbitrable" (id.
    7   (emphasis added)). I see no such softening. Unlike the Westinghouse case, relied on
    8   by the majority, in which that company, after originally refusing arbitration, stated
    9   that it, conditionally, "would be willing to proceed to arbitration by mutual agreement in
    10   this particular 
    case," 736 F.2d at 899
    (emphasis added), here the Union's stated
    11   willingness to resolve the dispute simply through "consensual negotiations" does not
    12   at all suggest a willingness to submit the dispute to a third entity for adjudication by
    13   that entity.
    14                  The majority concludes that "the Union's participation in ensuing efforts
    15   to resolve the dispute rendered its initial refusal equivocal," Majority Opinion ante at
    16   32. Again I disagree. The efforts referred to by the majority are principally that "on
    17   May 20, 2016, the parties met to discuss, inter alia, interest arbitration" (id. (emphasis
    18   added)), and that in July 2016 the parties had a proposed letter of agreement that the
    3
    1   majority says "suggested a suspension, tolling, or deferral of the dispute relating to
    2   the Atlas grievance," 
    id. at 33.
    I see nothing here to indicate that the Union had
    3   retreated from its stance that the Atlas Grievance was not arbitrable. First of all,
    4                "[i]nterest arbitration" involves referring a dispute to an arbitration
    5                panel in order for it to establish the terms and conditions of a
    6                future collective bargaining agreement. It differs from the more
    7                typical grievance arbitration, which involves interpreting an existing
    8                employment contract to determine whether its conditions have been
    9                breached.
    10   Mulvaney Mechanical, Inc. v. Sheet Metal Workers International Ass'n, 
    288 F.3d 491
    , 494
    11   (2d Cir. 2002) (emphases added), vacated on other grounds, 
    538 U.S. 918
    (2003). The
    12   parties did indeed proceed to discuss interest arbitration, because they sought to
    13   enter into a future contract--one that would, unlike any existing agreement, cover the
    14   crew members of both Atlas (along with its affiliate "Polar") and Southern.
    15                Further, the July 2016 "Proposed Letter of Agreement" ("LOA") to which
    16   the majority refers--and which was headed "DRAFT FOR DISCUSSION"--stated that
    17   "[t]he purpose of this LOA is to establish a process to negotiate a joint collective
    18   bargaining agreement ('JCBA') covering the Atlas, Polar and Southern Crewmembers"
    19   (emphases added). Atlas itself, in an August 12, 2016 letter to the Union, noted that
    20   both sides proposed to "require interest arbitration" "only . . . if the parties cannot
    21   reach agreement on the terms of a JCBA."
    4
    1                While the majority views this as the Union "engag[ing] in negotiations
    2   and discussions that, if successful, would have obviated the need for arbitration,"
    3   Majority Opinion ante at 33, the issue as to whether a refusal to arbitrate was
    4   unequivocal is not whether the dispute could be resolved without arbitration. The
    5   reference to a "need" for arbitration seems to presume arbitration's availability--which
    6   the Union had steadfastly denied--and such a presumption of availability ignores the
    7   fundamental principle that the source of any obligation to arbitrate is a contract
    8   between the parties:
    9                [A]rbitration is a matter of contract and a party cannot be required
    10                to submit to arbitration any dispute which he has not agreed so to
    11                submit.
    12   United Steelworkers v. Warrior & Gulf Navigation Co., 
    363 U.S. 574
    , 582 (1960). The
    13   parties plainly were free to negotiate a new agreement that would include a
    14   requirement for arbitration of a grievance such as that asserted in Atlas's April 14
    15   demand. But I cannot infer that a party's evincing willingness to negotiate for
    16   inclusion of an arbitration requirement in a new agreement amounts to a deviation
    17   from its prior insistence that there was no relevant authorization for arbitration in the
    18   existing agreement.
    5
    1                In sum, in my view the Union's April 20, 2016 Letter rejected Atlas's
    2   request for arbitration unequivocally, stating that the Atlas management grievance
    3   was "not arbitrable." The Union's statement that it was willing to resolve the Atlas
    4   dispute "through consensual negotiations" did not suggest a willingness to have the
    5   dispute adjudicated by an arbitrator. And the Union's participation in negotiations
    6   toward providing for arbitration in a new contract did not imply any alteration of its
    7   April 20, 2016 position that the Atlas Grievance was not arbitrable under the existing
    8   contract. I thus would conclude that the present action filed in February 2017, more
    9   than six months later, is untimely.
    6