Christopher P. Jamison v. Air Line Pilots Association, International

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[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
________________________
No. 15-11887
Non-Argument Calendar
________________________
D.C. Docket No. 1:12-cv-00544-RWS
CHRISTOPHER P. JAMISON,
JOHN CARTWRIGHT,
DAVID EDWARD MARCU,
TOMMIE D. BENEFIELD, JR.,
ANDREW ABT, et al.,
Plaintiffs - Appellants,
versus
AIR LINE PILOTS ASSOCIATION, INTERNATIONAL,
LEE MOAK,
as President of Air Line Pilots Association, International,
Defendants - Appellees.
________________________
Appeal from the United States District Court
for the Northern District of Georgia
________________________
(December 3, 2015)
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Before MARCUS, WILLIAM PRYOR and JILL PRYOR, Circuit Judges.
PER CURIAM:
In September 2010, Southwest Airlines (“Southwest”) announced an
agreement to purchase the assets and equity of AirTran Airlines (“AirTran”). As
part of the negotiation of the merger’s terms, labor union Air Line Pilots
Association, International (“ALPA”) represented AirTran’s pilot employees, while
Southwest Airlines Pilots Association (“SWAPA”) represented Southwest’s pilots.
After the Southwest and AirTran pilots voted in November 2011 to approve a pilot
integration plan that ALPA and SWAPA jointly developed, a number of AirTran
pilots (the “Pilots”) sued ALPA, alleging that the union violated its duty of fair
representation during the integration plan negotiations.1 The district court granted
summary judgment in ALPA’s favor. After careful review, we affirm.
I.
Prior to the merger, ALPA had a collective bargaining agreement with
AirTran that set forth all the terms and conditions of employment for all AirTran
1
The original complaint was filed on February 21, 2012 by four AirTran pilots. These
plaintiffs amended their complaint on August 31, 2012, to add 116 additional pilots as plaintiffs.
ALPA argues on appeal that these additional plaintiffs’ claims are barred by the statute of
limitations. Because we decide this case on the merits, we need not address this alternative
argument.
2
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pilots (the “CBA”). 2 The CBA, as relevant here, provided that pilots’ employment
opportunities, including, for example, domicile location and flying schedules, were
to be determined by their seniority ranking. It also provided that a Master
Executive Council (the “MEC”), comprised of AirTran pilots elected by pilot
members, would act on behalf of ALPA in employment matters with AirTran.
Southwest, as a successor to AirTran, agreed to be bound by the CBA.
In the fall of 2010, the MEC appointed a Merger Committee (the “AirTran
Merger Committee”) to act on ALPA’s behalf in negotiations with SWAPA to
combine the two airlines’ pilot seniority lists. SWAPA formed a sister committee
to do the same on its behalf (the “Southwest Merger Committee”) (collectively, the
“Merger Committees”). In early 2011, the two Merger Committees reached a
“Process Agreement” under which both committees agreed to pursue three avenues
for integration of the seniority lists: (1) negotiations; (2) mediation, if negotiations
failed; and (3) arbitration, in the event both alternatives failed. The Process
Agreement also memorialized the mutual understanding of SWAPA and ALPA
that the integration process would be completed in three steps: (1) negotiation and
production of a tentative agreement by the Merger Committees; (2) consideration
and acceptance of the tentative agreement by ALPA’s MEC and SWAPA’s
2
In reviewing the district court’s grant of summary judgment in favor of ALPA, we
recite the facts in the light most favorable to the Pilots, the non-moving party. See infra Part II.
The facts that follow are undisputed unless otherwise noted.
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equivalent, its Board of Directors (“BOD”); and (3) if both of these governing
bodies approved, ratification by the pilots of each airline.3 Southwest agreed to
accept the seniority integration list created pursuant to the Process Agreement.
The Merger Committees began negotiations in the spring of 2011.
Southwest joined the negotiations sometime in the early summer, and on July 12,
2011, Southwest presented the Merger Committees with a proposed
comprehensive integration agreement (the “Comprehensive Agreement”),
containing a proposed integrated pilot seniority list and changes to the CBA,
including pay raises for AirTran pilots. The AirTran Merger Committee brought
the Comprehensive Agreement to the MEC, which found it unacceptable, a
message that was relayed to Southwest. Southwest executives thereafter requested
a meeting with the MEC and the AirTran Merger Committee. That meeting took
place on July 14, 2011 at Southwest’s corporate headquarters and was attended by
all members of the MEC, members of both Merger Committees, and a number of
Southwest executives including CEO Gary Kelly.
Mr. Kelly spoke to the meeting attendees about the need to reach agreement.
The parties do not dispute that, as the district court described, Mr. Kelly expressed
a desire to have the pilots vote on an integration agreement; concerns with
3
The Pilots originally argued before the district court that any tentative agreement the
Merger Committees proposed was required to be submitted to the pilots for consideration,
essentially combining the second and third steps of the Process Agreement. The district court
rejected this claim as baseless, and the Pilots do not attempt to revive it on appeal. We therefore
do not address it.
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AirTran’s Boeing 717 aircraft fleet and potential future fuel cost increases; and a
general intent to integrate the two airlines. The parties also do not dispute that at
least some meeting attendees recalled Mr. Kelly discussing an alternative to
integration, a so-called “Plan B.” What the parties do dispute is the import of Mr.
Kelly’s comments. The Pilots contend that Mr. Kelly’s discussion contained
threats to the job security and salary parity of AirTran pilots. According to the
Pilots, Mr. Kelly expressed disfavor of the Boeing 717 fleet, noted that a fuel price
spike could threaten pay parity for AirTran pilots, and emphasized that a Plan B
likely would be less favorable to AirTran pilots and might involve arbitration.
ALPA acknowledges that some meeting attendees perceived Mr. Kelly’s
references to a Plan B as a threat to the integration process, but it points to
evidence that other attendees noted Mr. Kelly continually walked back any threats
with assurances that he favored integration.
The Merger Committees continued negotiations after the July 14 meeting.
Together, they arrived at a Second Proposed Comprehensive Agreement. This
agreement, although less favorable vis-a-vis the pilots’ seniority lists, was
acceptable to the AirTran Merger Committee because of other favorable terms,
including salary increases. The Second Proposed Comprehensive Agreement
reaffirmed the Process Agreement’s three-step ratification process: (1) negotiation
between and agreement by the Merger Committees; (2) submission to and approval
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of ALPA’s MEC and Southwest’s BOD; and (3) after these approvals, submission
to the airlines’ pilots for ratification.
Over the next few weeks, the Merger Committees converted the Second
Proposed Comprehensive Agreement into a number of separate documents
(collectively, “Integration Agreement 1”), including “Side Letter 9,” which set
forth the new integrated pilot seniority list and changes to the CBA that would
incorporate both airlines’ pilots. SWAPA’s BOD approved Side Letter 9, and the
next day pilots from both airlines could view the proposed combined seniority list
on ALPA’s website. Days later, the entire Integration Agreement 1 was posted to
the website, where it was accessible to all AirTran pilots.
The parties agree that ALPA’s MEC received substantial feedback from
pilots regarding Integration Agreement 1 in person and via phone, email, and
online forum postings. Although the Pilots emphasize that many AirTran pilots
had favorable views of the proposed deal, it is undisputed that the pilots were not
unanimously in favor of it. The MEC held a series of meetings from August 16 to
18, 2011 to debate Integration Agreement 1. The meetings included closed
sessions (attended by MEC and AirTran Merger Committee members and
advisors) and an open forum attended by some 200 AirTran pilots. The AirTran
Merger Committee presented information to the pilots in attendance at this forum
regarding risks associated with accepting or rejecting Integration Agreement 1.
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The pilots in attendance were presented with a series of PowerPoint slides
entitled “Risk,” which informed them that, at the July 14 meeting with Southwest
executives, the “concerns and risks of not reaching agreement and for management
to make an overall proposal to resolve seniority and contractual issues . . . were
given specific voice in this instance by [Southwest] management.” Doc. 21-11 at
51.4 The slides noted that AirTran officials “who were present [at the July 14
meeting] agree on their recollections in some instances, and disagree in other
instances, on the precise words used by [Southwest] senior managers and what was
meant by the use of some of those words.” Id. “But all present agree[d] that Gary
Kelly highlighted risks of not reaching agreement including the following:”
Questions about whether AirTran and Southwest operations would be
integrated or whether the integration could be delayed; The operation
of AirTran [Boeing] 717s could be reduced or eliminated; The
economic picture or fuel prices could influence [Southwest’s]
willingness to provide the economic benefits or protection that it was
willing to offer with a consensual deal; and Previous mergers show
that many different results were possible.
Id. at 52. The Risk slides stated that, although “MEC members who were present
in some cases assess those risks differently and have different levels of concerns
about them, we all believe that AirTran members deserve to hear the same
information presented to us and make a risk assessment for themselves related to
the same issues.” Id. The PowerPoint presentation also discussed the risks of
4
“Doc.” refers to the docket entry in the district court record in this case.
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arbitration, with a bottom line statement: “Most important: The absolute
assurance of a prompt and complete integration [with Southwest] may not be
available after arbitration, depending on the result.” Id. at 66.
The AirTran pilots in attendance expressed differing views about Integration
Agreement 1. MEC members Christine Janning, Jeffrey Mertens, and James
Sullivan testified that the weight of pilot sentiment was against the deal; other
MEC members testified that the pilots’ views varied widely. It is undisputed that a
number of the MEC members themselves remained conflicted about the correct
decision right up until the formal vote. When the formal vote occurred, MEC
members voted 7 to 1 to reject Integration Agreement 1.
Because the MEC members rejected Integration Agreement 1, in keeping
with the Process Agreement, it never was submitted to the AirTran pilots for a
ratification vote. Instead, the AirTran Merger Committee went back to the
drawing board with the Southwest Merger Committee.
On August 21, 2011, Southwest formally withdrew its agreement to
Integration Agreement 1. The following day, Mr. Kelly wrote an open letter to the
pilots of both airlines reporting the withdrawal and stating that, because a
negotiated deal had not been reached, “[Southwest] will continue to consider all
other options, in addition to arbitration. . . . Due to the worsened economic
environment this summer, coupled with the fact that the [Integration Agreement 1]
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can no longer be expedited, we cannot afford the previous offer.” Kelly Letter,
Doc. 21-16 at 2. Mr. Kelly went on to say: “We made it clear that if an expedited
agreement could not be reached, we would revaluate [sic] our plan in light of
worsening economic conditions. . . . Simply put, reevaluating the integration plan
is mandatory in this economic climate.” Id.
In the days that followed, a number of AirTran pilots contacted ALPA’s
MEC and urged the committee members craft another agreement and submit it to
the pilots for a ratification vote. In response, the MEC passed a resolution
indicating that it would submit the Merger Committees’ next proposal to the pilots
for ratification. On September 1, 2011, Southwest presented another proposal to
the Merger Committees (“Integration Agreement 2”). The proposal was less
favorable to AirTran pilots than Integration Agreement 1 because, although the
seniority list remained substantially the same, other employment benefits in
Integration Agreement 1 were removed. Because Southwest insisted that the MEC
submit Integration Agreement 2 to the AirTran pilots and because the MEC itself
had agreed to do so, MEC approved Integration Agreement 2 on September 21,
2011.
That month, Southwest continued to push ALPA on the deal. Southwest
informed the AirTran Merger Committee that it had assigned a number of
individuals to work on development of a Plan B in the event Integration Agreement
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2 was not ratified. In October, after the voting period for pilot ratification opened,
The Atlanta Journal-Constitution published an article about Southwest’s Plan B,
including the possibility that the airlines would not fully integrate or may proceed
to arbitration. The following month, the AirTran pilots ratified Integration
Agreement 2.
The Pilots brought a nine count complaint against ALPA, alleging that
ALPA breached its duty of fair representation. They alleged jurisdiction under the
Labor Management Relations Act, the Labor Management Reporting Disclosure
Act, and the Railway Labor Act, which together govern a labor union’s duties
during negotiations on behalf of employees. The district court distilled the Pilots’
claims into two alleged breaches. 5 First, the Pilots contend that ALPA acted in bad
faith by either failing to disclose or misrepresenting information to AirTran pilots
about Integration Agreement 1 and comments made by Mr. Kelly and other
Southwest officials regarding the integration process. Second, the Pilots assert that
ALPA acted arbitrarily by failing to submit Integration Agreement 1 to a pilot
ratification vote and by ultimately approving a less favorable integration
agreement.
The district court granted summary judgment in favor of ALPA on all
claims, concluding that the Pilots failed to demonstrate a triable issue of fact
5
The Pilots do not quibble with the district court’s characterization of their claims.
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regarding the causal connection between ALPA’s allegedly bad faith conduct and
the Pilots’ asserted injury or the existence of any arbitrary conduct. The Pilots now
appeal.
II.
We review the district court’s summary adjudication de novo, drawing all
inferences and reviewing all evidence in the light most favorable to the non-
moving party. Moton v. Cowart, 631 F.3d 1337, 1341 (11th Cir. 2011). Summary
judgment is appropriate “if the movant shows that there is no genuine dispute as to
any material fact and the movant is entitled to judgment as a matter of law.” Fed.
R. Civ. P. 56(a). “The moving party may meet its burden to show that there are no
genuine issues of material fact by demonstrating that there is a lack of evidence to
support the essential elements that the non-moving party must prove at trial.”
Moton, 631 F.3d at 1341 (citing Celotex Corp. v. Catrett, 477 U.S. 317, 322-23
(1986)). Once the moving party has met its burden, the nonmovant “must do more
than simply show there is some metaphysical doubt as to the material facts.”
Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986).
“[W]e may affirm the district court’s decision on any adequate ground, even if it is
other than the one on which the court actually relied.” Parks v. City of Warner
Robins, Ga., 43 F.3d 609, 613 (11th Cir. 1995).
III.
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The Railway Labor Act (“RLA”), originally passed in 1926, was enacted in
part “[t]o avoid any interruption to commerce or to the operation of any carrier
engaged therein.” 45 U.S.C. § 151a. To achieve this purpose, the RLA imposes a
duty upon “all carriers, their officers, agents and employees to exert every
reasonable effort to make and maintain agreements concerning rates of pay, rules,
and working conditions, and to settle all disputes, whether arising out of the
application of such agreements or otherwise.” Id. § 152. This section, which has
been extended to the airline industry, imposes a legal duty upon parties to bargain
in good faith. See Delta Air Lines, Inc. v. Air Line Pilots Ass’n, Int’l, 238 F.3d
1300, 1304 (11th Cir. 2001). Implicit in this duty to bargain in good faith is a duty
of fair representation. Steele v. Louisville & N.R. Co., 323 U.S. 192, 201-02
(1944).
Significantly, “Congress did not intend judicial review of a union’s
performance to permit the court to substitute its own view of the proper bargain for
that reached by the union.” Air Line Pilots Ass’n v. O’Neill, 499 U.S. 65, 78
(1991). “Rather, Congress envisioned the relationship between the courts and
labor unions as similar to that between the courts and the legislature.” Id. “Any
substantive examination of a union’s performance, therefore, must be highly
deferential, recognizing the wide latitude that negotiators need for the effective
performance of their bargaining responsibilities.” Id.; see also Ford Motor Co. v.
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Huffman, 345 U.S. 330, 339 (1953) (recognizing the “wide range of
reasonableness” that courts must allow “a . . . bargaining representative in serving
the unit it represents”). Courts evaluating the actions of a labor union, even at the
summary judgment stage, must take into account “the strong policy favoring the
peaceful settlement of labor disputes” and must “evaluat[e] the rationality of a
union’s decision in light of both the facts and the legal climate that confronted the
negotiators at the time the decision was made.” O’Neill, 499 U.S. at 78.
A union breaches its duty of fair representation if it acts in bad faith, engages
in arbitrary conduct, or directs a discriminatory animus toward a group of
represented employees. Id. at 67. The Pilots alleged only bad faith and arbitrary
conduct. The district court concluded that they failed to demonstrate a genuine
issue of material fact regarding either claim. For the reasons below, we agree.
A. The Pilots’ allegations that ALPA acted in bad faith
The Pilots alleged that ALPA acted in bad faith in violation of its duty of fair
representation by either failing to disclose or misrepresenting information to
AirTran pilots about Integration Agreement 1 and comments Mr. Kelly and other
Southwest officials made regarding the integration process. The district court
rejected the Pilots’ challenge, concluding that any causal connection between
ALPA’s alleged failure to disclose or misrepresentations and the chance of pilot
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ratification was too attenuated. On appeal, the Pilots argue that the district court
employed too strict a causation requirement at the summary judgment stage.
We need not decide whether the district court’s causation analysis was
correct, however, because we conclude the Pilots failed to demonstrate a genuine
issue of material fact regarding any bad faith by ALPA. See Local No. 48, United
Bhd. of Carpenters & Joiners of Am. v. United Bhd. of Carpenters & Joiners of
Am., 920 F.2d 1047, 1054 (1st Cir. 1990) (noting that a union may act in bad faith
when it acts in an intentionally misleading or deceiving manner). The Pilots
contend that ALPA failed to publicize Mr. Kelly’s and other Southwest executives’
comments from the July 14, 2011 meeting regarding a Plan B or the possibility of
non-integration, but ALPA has shown that it did in fact disseminate this
information. The PowerPoint presentation that ALPA officials showed to AirTran
pilots at the August open forum explained in detail the MEC’s understanding of
Mr. Kelly’s comments and the implications of failure to reach a deal. 6 The
PowerPoint slides did not call non-integration “Plan B,” but the substance of the
alternative to integration was presented to the pilots.
6
In summary judgment briefing, the Pilots cited specifically only to Mr. Kelly’s
comments in arguing that ALPA purportedly failed to disclose facts regarding non-integration to
AirTran Pilots; thus, the district court did not err in failing to consider comments made by any
other Southwest executives. See Stewart v. Dep’t of Health & Human Servs., 26 F.3d 115, 115
(11th Cir. 1994) (“As a general principle, this court will not address an argument that has not
been raised in the district court. Judicial economy is served and prejudice is avoided by binding
the parties to the facts presented and the theories argued below.” (internal quotation marks and
citation omitted)).
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It is true that the AirTran pilots were presented with differing viewpoints,
but this information accurately reflected the MEC members’ diverging
recollections of Mr. Kelly’s statements. The Pilots contend that the views of Tim
Baker, a MEC member who took notes at the July 14 meeting, should control. But
even if we assume Mr. Baker was precisely correct in interpreting the import of
Mr. Kelly’s comments, his notes and impressions cannot form the basis of a
misrepresentation or failure to disclose claim. Indeed, his views—and the views of
MEC members who disagreed with his interpretation of what occurred at the July
meeting—were presented to AirTran pilots at the August meeting. This disclosure
demonstrates ALPA’s intent to fully inform the pilots, the very opposite of
improper intent, purpose, or motive.
The Pilots further contend that ALPA’s failure to circulate the terms and
conditions of Integration Agreement 1 prevented a groundswell of support from
AirTran pilots, the result of which would have been ratification. But again, the
Pilots overlook the fact that the terms and conditions were circulated and discussed
with pilots prior to the MEC’s vote, via an online posting and the PowerPoint
presentation, and yet AirTran pilots did not respond with a unified front of support.
We, like the district court, remain unpersuaded that the Pilots have created a
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genuine issue of material fact on their bad faith claim. We accordingly affirm the
district court’s summary judgment in favor of ALPA on these claims. 7
B. The Pilots’ allegations that ALPA’s actions were arbitrary
A union’s actions are arbitrary only if, “in light of the factual and legal
landscape at the time of the union’s actions, the union’s behavior is so far outside a
wide range of reasonableness as to be irrational.” O’Neill, 499 U.S. at 67 (internal
quotation marks and citation omitted). A union’s actions are not arbitrary even if
its “judgments are ultimately wrong.” Marquez v. Screen Actors Guild, Inc., 525
U.S. 33, 45-46 (1998).
The Pilots argued that ALPA acted arbitrarily by not submitting Integration
Agreement 1 to a pilot ratification vote and by ultimately approving a less
favorable integration agreement. The district court rejected this assertion,
concluding that ALPA’s decisions were reasonable. ALPA followed the terms of
the Process Agreement, which permitted submission of an agreement to the
7
The Pilots argue that Todd Ortscheid, an AirTran pilot and ALPA National Executive
Vice President, steamrolled the integration process by “serving as ghostwriter for MEC Member
[Anthony] Chilla (giving false assurances [Southwest] did not threaten [AirTran] pilots) . . . ,
briefly as MEC executive administrator and interim communications chairman, and unrelenting
foe of negotiated agreement with [Southwest].” Appellants’ Br. at 10. But as ALPA points out,
Mr. Chilla testified at his deposition that the letter about which the Pilots complain accurately
reflected his views. The Pilots also argue that Mr. Ortscheid demanded that he be involved in
MEC discussions, but it is also undisputed that he was invited to attend these meetings. In any
event, because we conclude that ALPA informed the AirTran pilots of the benefits and risks of
accepting or rejecting Integration Agreement 1, any internal struggles regarding whether to so
inform the pilots is inapposite. Accordingly, we agree with the district court that the Pilots’
assertions regarding Mr. Ortscheid’s interference do not create a genuine issue of material fact
sufficient to defeat summary judgment.
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AirTran pilots for ratification only once the agreement was approved by the MEC.
Furthermore, the district court concluded, the MEC’s rejection of Integration
Agreement 1 was not arbitrary because “the Court can imagine that ALPA may
have rejected [it] after concluding that the benefits and conditions offered . . . did
not outweigh the proposed seniority list, which could have been seen as
unfavorable to the AirTran pilots.” Summary Judgment Order, Doc. 44 at 26-27.
“Moreover, circumstances changed between the MEC’s rejection of Integration
Agreement #1 and may have contributed to the pilots’ ratification of the less
favorable Integration Agreement #2,” including Mr. Kelly’s open letter to AirTran
and Southwest pilots, the publicizing of a possible Plan B in the Atlanta
newspaper, and the passage of time. Id. And that the mere fact that Integration
Agreement 2 was less favorable was insufficient to show arbitrary conduct.
On appeal, the Pilots contend the district court failed to view disputed facts
in the light most favorable to them and that it drew inferences in favor of ALPA.
The district court’s conclusion that it “c[ould] imagine” legitimate reasons for the
MEC’s rejection of Integration Agreement 1, the Pilots assert, demonstrates that a
genuine issue of material fact remained regarding whether ALPA violated its duty
of fair representation by engaging in arbitrary conduct. We disagree.
In O’Neill, a case also involving ALPA and an alleged breach of its duty of
fair representation, the Supreme Court conducted just such an analysis in
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reviewing the lower courts’ decisions regarding ALPA’s entitlement to summary
judgment. In that case, Continental Airlines filed for bankruptcy protection and
repudiated its collective bargaining agreement with ALPA, unilaterally slashing
pilot salaries and benefits. 499 U.S. at 68. ALPA responded by calling a strike
that lasted over two years and ultimately by filing an adversary proceeding in
Continental Airlines’ bankruptcy case. Id. In the context of the adversary
proceeding, Continental offered ALPA pilots a deal that included a provision for
over 400 future pilot positions. ALPA authorized striking pilots to submit bids for
the open positions, but Continental challenged the strikers’ bids in court and
announced that all 400 positions had been awarded to non-striking pilots. Id. at 69.
In response, ALPA ramped up its settlement negotiations with Continental
and, ultimately, the two entities arrived at a deal that gave some strikers pilot
positions, but gave non-striking pilots far better employment opportunities and
benefits. The deal laid out three options for striking pilots: (1) an opportunity to
fill one of over 400 future pilot positions, provided the striking pilot settled all
outstanding claims with Continental; (2) a severance payment if the striking pilot
elected not to return to work; or (3) for those pilots who retained individual claims
against Continental, an opportunity to return to work only after the first option
pilots had been reinstated. Id. at 69-70. Several pilots sued and, after the district
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court granted summary judgment in favor of ALPA, the court of appeals reversed.
Id. at 70-72.
The Supreme Court reversed the court of appeals. It assumed, as the court
of appeals did, that ALPA’s settlement was a bad deal (or, at least, was worse than
a unilateral offer to return voluntarily to work) but concluded, “in light of the legal
landscape at the time of the settlement,” that the settlement was not illogical given
Continental’s statement that it had awarded the pilot positions to non-striking
pilots. Id. at 79. Moreover, the Court said, “[g]iven the background of determined
resistance by Continental at all stages of this strike, it would certainly have been
rational for ALPA to recognize the possibility that an attempted [unconditional
offer to] voluntary[ily] return to work would merely precipitate litigation over the
right to the . . . bid positions.” Id. at 80 (emphasis added). “Because such a return
would not have disposed of any of the individual claims of the pilots who
ultimately elected option one or option two of the settlement, there was certainly a
realistic possibility that Continental would not abandon its bargaining position
without a complete settlement.” Id. (emphasis added).
In other words, the Supreme Court hypothesized as to what pressures
weighed on ALPA and why ALPA’s response to those pressures would have been
rational, just as the district court did in this case. Indeed, given the deference
courts must afford to union decisions and the heavy burden a party must carry to
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demonstrate arbitrary conduct, the Pilots cannot establish the existence of a
disputed material fact provided there is a rational reason for ALPA’s decision.
And we agree with the district court that there was. ALPA’s failure to submit
Integration Agreement 1 to a pilot ratification vote, one of the alleged arbitrary
decisions, was prohibited by ALPA’s Process Agreement that governed the
ratification process.8 ALPA’s MEC rejected Integration Agreement 1, which had
some favorable terms and conditions but an admittedly lackluster seniority list,
among mixed reviews from AirTran pilots—even when the pilots were informed of
the risks of failing to arrive at a negotiated deal. By the time the MEC considered
Integration Agreement 2, the negotiation climate had changed. Mr. Kelly had
penned an open letter to the pilots bemoaning the failure to come to an agreement
and emphasizing the possibility of alternative options. The AirTran pilots and the
MEC evidently perceived this letter as a more substantial threat than Mr. Kelly’s
previous statements and, as a result, pushed hard for ratification. Considering the
climate in which these events occurred, ALPA’s decision to submit Integration
8
And the MEC’s failure to approve the agreement, the result of a 7 to 1 vote, also was
not arbitrary as the Pilots suggest. It is undisputed that several MEC members remained
undecided regarding whether to vote in favor of Integration Agreement 1 until the moment of the
vote. The fact that the result of this vote was different from an earlier straw poll is insufficient to
create a triable issue of fact. Moreover, the fact that MEC member Jeffrey Mertens called the
MEC chairman to break what Mr. Mertens believed would be a tie and then subsequently
switched his vote to avoid a tie does not demonstrate arbitrariness because Mr. Mertens provided
a rational reason for his changed mind: he felt he “need[ed] to make a decision . . . based on
what . . . is best for the pilots” and did not want to “just punt this to” the MEC chairman.
Mertens Deposition, Doc. 35 at 89-91. The Pilots cannot create a genuine issue of material fact
regarding the propriety of Mr. Mertens’s vote by speculating as to how his motives may have
been different from those to which he testified.
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Agreement 2 to a pilot ratification vote after failing to submit the first was wholly
rational. All that remains is the fact that Integration Agreement 2 was a worse deal
for AirTran pilots, and that alone is insufficient as a matter of law to amount to
arbitrariness. See O’Neill, 499 U.S. at 78-79.
IV.
The Supreme Court has admonished that courts must not substitute their
judgment for that of a labor union, even when, as here, the union reaches a less
favorable deal than what was possible. The Pilots have failed to establish that their
union’s conduct fell outside the wide range of reasonableness we must afford it.
Thus, as a matter of law, ALPA did not breach its duty to fairly represent AirTran
pilots. The district court correctly granted summary judgment in favor of ALPA.
AFFIRMED.
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