Eastern Air Lines v. Air Line Pilots Ass'n, Intern.
Decision Date | 25 September 1987 |
Docket Number | No. 86-1246-CIV.,86-1246-CIV. |
Citation | 670 F. Supp. 947 |
Parties | EASTERN AIR LINES, INC., Plaintiff, v. AIR LINE PILOTS ASSOCIATION, INTERNATIONAL and Larry D. Schulte, Defendants. |
Court | U.S. District Court — Southern District of Florida |
Richard P. Magurno, Eastern Air Lines, Inc., Carmen L. Leon, Miami, Fla., David M. Brown, Smith, Gambrell & Russell, William W. Gardner, Atlanta, Ga., Michael J. Madigan, P.C., Richard L. Wyatt, Jr., Micheller L. Gilbert, Stephanie G. Miller, Akin, Gump, Strauss, Hauer & Feld, Washington, D.C., for plaintiff.
Jonathan A. Cohen, Air Line Pilots Assoc., Washington, D.C., Jeffrey M. Weissman, Sparber, Shevin, Shapo & Heilbronner, Miami, Fla., Michael E. Abram, James L. Linsey, Stephen Presser, Mary E. Vogel, Cohen, Weiss and Simon, New York City, for defendants.
This case is before the Court upon Cross-Motions for Summary Judgment filed by Plaintiff EASTERN AIR LINES, INC. ("EASTERN"), and by Defendants AIR LINE PILOTS ASSOCIATION, INTERNATIONAL and LARRY D. SCHULTE (referred to collectively as "ALPA"). Now having heard oral argument on the motions, having examined all of the memoranda filed by the parties, and having considered the record, the Court concludes as follows.
In its original complaint, filed June 10, 1986, EASTERN charged that ALPA was seeking arbitration of a grievance before the Eastern Airlines System Board of Adjustment ("System Board") in violation of both the Railway Labor Act, 45 U.S.C. § 151 et seq. ("RLA"), and the collective bargaining agreement the parties negotiated in late February 1986 (the "Agreement"). Specifically, EASTERN alleged that ALPA's grievance sought to change the rates of pay provided for in the Agreement, in contravention of the RLA. The complaint sought an order enjoining ALPA from attempting to alter the rates of pay provided for in the Agreement and from submitting the issue to arbitration before the System Board.
On July 11, 1986 EASTERN filed a first amendment to the complaint. The amendment alleges that the wage rates provided for in the Agreement constituted an essential element of the contract; because there was no meeting of the minds as to that element, no valid collective bargaining agreement had been formed. The amendment further alleges that the parties had agreed in advance of negotiations to conclude only a complete and comprehensive collective bargaining agreement; therefore, the lack of agreement on wage rates showed that no agreement had been formed. The first amendment to the complaint seeks an order declaring that: (1) no valid collective bargaining agreement exists between the parties; (2) in absence of such an agreement the System Board lacks jurisdiction to consider any disputes between the parties; and (3) negotiation and mediation are the exclusive methods by which to resolve the dispute under the RLA. On September 10, 1986 EASTERN filed a second amendment to the complaint, extending its claims to other provisions of the collective bargaining agreement that the parties now dispute.
ALPA's answer to the complaint (as amended) and amended counterclaim assert that there has been a valid and enforceable collective bargaining agreement in effect since February 23, 1986 and that any disputes between ALPA and EASTERN over the provisions of the Agreement should be submitted to arbitration before the System Board. The counterclaim also requests a declaratory judgment stating that the agreement is, and has been since February, a valid and enforceable collective bargaining agreement between the parties.
In accordance with the provisions of the RLA, 45 U.S.C. § 184, EASTERN and ALPA have maintained a grievance procedure providing for binding arbitration. Arbitration is conducted before the System Board. The jurisdiction of the System Board, as provided in the agreement between the parties, is as follows:
Jurisdiction over disputes between any employee covered by the Pilots' Agreement and Eastern growing out of grievances or out of interpretation or application of any of the terms of the Pilots' Agreement. The jurisdiction of the Board shall not extend to proposed changes in hours of employment, rates of compensation or working conditions covered by existing agreements between the parties hereto.
The previous collective bargaining agreement between the parties expired in May 1985. The parties operated under an interim agreement for a time and on December 5, 1985 EASTERN delivered its opening bargaining proposal to ALPA. The parties exchanged numerous proposals over the next two months. In early January 1986 the National Mediation Board ("NMB") appointed a mediator to assist in the bargaining process.
By late January, the bargaining had not been fruitful and the mediator recommended that the parties be released from mediation and offered arbitration of the dispute. EASTERN declined arbitration. The NMB then released the parties to engage in self-help at the expiration of a 30-day cooling off period which would have ended on February 26, 1986.
As the end of the cooling off period approached, EASTERN's financial situation had grown precarious and the company was actively seeking a merger partner. EASTERN had declared a strategy of "Fix it, sell it, or put it in Chapter 11"; such was the atmosphere in which the negotiations were conducted.
On February 23, 1986 negotiations began at 8:00 a.m. ALPA's twelfth proposal was rejected by EASTERN in the early afternoon. At about the same time, EASTERN received an offer from Texas Air to purchase EASTERN. The offer was due to expire at midnight on February 23, 1986. EASTERN represented to ALPA that they would accept Texas Air's offer unless concessionary agreements with the unions could be concluded by midnight.
In the early evening, EASTERN presented EAL # 7, its seventh and final proposal. The ALPA negotiating committee declined to recommend ratification or non-ratification of EAL # 7. Upon EASTERN's request, however, the committee presented the proposal to the Masters Executive Council ("MEC"), the general ALPA policymaking body for EASTERN pilots.
The MEC asked the negotiating committee many questions concerning the meaning of certain terms of the proposal. The committee was unable to answer all of the questions. Even some MEC officials described the proposal as a "bare-bones" outline. Eventually, at 2:45 a.m. on February 24, the MEC voted in favor of ratifying the proposal even though the meaning of some of the terms had not been clarified. The proposal was signed by all the appropriate representatives of both parties, and the word "proposal" was stricken from the document and the word "Agreement" was inserted in its place. Despite all these efforts, though, EASTERN accepted Texas Air's offer of purchase shortly thereafter.
For months, both parties acted in accordance with the belief that a valid collective bargaining agreement had been formed. Disputes as to the specifics of the contract quickly arose, though, when the parties attempted to transfer the four-page handwritten document to a formal, printed form. Subsequent proposals and counter proposals focused upon six items that the parties disagree on: (1) pay parity; (2) labor parity in the event of a takeover; (3) the terms of a commuter airline service side letter; (4) contributions to a retirement fund; (5) the terms of dental and health care programs; and (6) the terms of a so-called "supermarket" bid. The parties exchanged formal printed versions of these items in an attempt to agree on the details. The proposals exchanged, however, are very different in some respects and cannot be easily reconciled. It is undisputed that the provisions of the executed handwritten agreement of February 1987 are recited in abbreviations or in shorthand formulations.
When agreement could not be reached on these "open issues" ALPA filed a series of grievances with the System Board seeking to have each of the issues resolved through arbitration. The initial dispute related to the pay parity provision of the document which provided for: "Parity — with IAM International Association of Machinists, TWU Transit Workers Union, non contract for general across the board salary increases only." Certain employees of EASTERN were given salary increases after the document was signed. EASTERN alleged that the increases were merit increases while ALPA contended that they were "across the board" increases that triggered the pay parity provision. EASTERN refused to process the grievance or submit to arbitration before the System Board. This pay parity dispute led EASTERN to file the original complaint in this action alleging that ALPA was attempting to change the existing rates of pay in violation of the parties' collective bargaining agreement.
EASTERN now moves for summary judgment claiming that no valid collective bargaining agreement exists between it and ALPA. EASTERN contends that the dispute concerns the formation of a collective bargaining agreement and is therefore a "major dispute." Under the RLA, major disputes fall within the exclusive jurisdiction of the district court rather than the System Board. EASTERN also asserts that because there was no meeting of the minds between it and ALPA, no valid contract was ever formed on February 23, 1986. EASTERN concludes that there is no genuine issue of material fact concerning its claims that no collective bargaining agreement was formed and that the System Board does not have jurisdiction over the grievances filed by ALPA.
EASTERN relies on several facts to demonstrate that there was no meeting of the minds and therefore no agreement. First, the parties had agreed at the outset that absent agreement on all issues no contract would result. Further, discovery has revealed the parties did not have the same "understanding" of what the parties "understood" when they signed the abbreviated agreement. EASTERN finally asserts that the subsequent...
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