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

453 F.Supp.3d 1

ATLAS AIR, INC., et al., Plaintiffs,

v.INTERNATIONAL BROTHERHOOD OF TEAMSTERS, AIRLINE DIVISION, et al., Defendants.

International Brotherhood of Teamsters, Airline Division, et al., Plaintiffs,

v.Southern Air, Inc., Defendant.

International Brotherhood of Teamsters, Airline Division, et al., Plaintiffs,

v.Atlas Air, Inc., Defendant.

Case No. 19-cv-3223 (CRC)

Case No. 19-cv-1948 (CRC)

Case No. 19-cv-2723 (CRC)

United States District Court, District of Columbia.

Signed March 31, 2020

Rachel S. Janger, Robert Alan Siegel, O'Melveny & Myers LLP, Washington, DC, for Plaintiffs.

Nicolas M. Manicone, International Brotherhood of Teamsters, Edward M. Gleason, Jr., Law Office of Edward Gleason, PLLC, William Randell Wilder, Baptiste & Wilder, P.C., Washington, DC, for Defendant.

MEMORANDUM OPINION

CHRISTOPHER R. COOPER, United States District Judge

The merger between Southern Air, Inc. ("Southern") and Atlas Air, Inc. ("Atlas") has been experiencing turbulence. The two airlines have been waiting since 2016 for the union representing both carriers' pilots—the International Brotherhood of Teamsters ("IBT")—to begin negotiations to integrate the two airlines' seniority lists and collective bargaining agreements. After the airlines successfully compelled arbitration of the parties' disputes, both airlines' arbitration boards issued awards in favor of the airlines. See Janger Decl., Exh. 11 ("Southern Award"); id., Exh. 12 ("Atlas Award").¹ The union then sued the airlines seeking to vacate both arbitration awards. The Court dismissed those suits in January 2020 after concluding that the awards were consistent with the respective collective bargaining agreements and federal law. See Int'l Bhd. of Teamsters v. Southern Air, Inc. ("Southern Air I"), No. 19-cv-1948, 2020 WL 435428 (D.D.C. Jan. 28, 2020) (Cooper, J.); Int'l Bhd. of Teamsters v. Atlas Air, Inc. ("Atlas Air I"), No. 19-cv-2723, 2020 WL 435353 (D.D.C. Jan. 28, 2020) (Cooper, J.).

The proceedings now approach their final descent: The airlines seek summary judgment to enforce the arbitration awards, while the union moves to vacate the judgments dismissing their challenges to the awards. Finding no basis to depart from its rulings in Southern Air I and Atlas Air I and no remaining disputes of material fact, the Court will enter summary judgment in the airlines' favor and deny the union's cross-motion for partial summary judgment and motions to vacate the Court's prior rulings. Consistent with the terms of both arbitration awards, the union shall—within 45 days of today's opinion and order—present both airlines with an integrated seniority list and thereafter commence joint collective bargaining agreement negotiations and.

I. Background

The Court recounts only the facts necessary to decide the instant motions. Readers may refer to the factual background laid out in the Court's prior opinions for additional detail. See Southern Air I, 2020 WL 435428, at *1–2 ; Atlas Air I, 2020 WL 435353, at *1–2.

In January 2016, the parent company of Atlas Air entered into an agreement to acquire the parent company of Southern Air. It subsequently announced a plan to operationally merge Southern Air into Atlas Air. Atlas Award 1. Each airline has a collective bargaining agreement ("CBA") with IBT—the exclusive collective bargaining agent of each airline's pilots—that governs the pilots' rates of pay, rules, and working conditions. See Carlson Decl., Exh. 1 ("Atlas CBA"); id., Exh. 2 ("Southern CBA"). Invoking the merger provisions in each airline's CBA, the airlines demanded that IBT begin negotiations to develop an integrated seniority list ("ISL") and joint collective bargaining agreement ("JCBA").² Atlas Award 2; Southern Award 2.

IBT refused these demands, prompting management to submit grievances to their respective arbitration boards in April 2016 and January 2017. Southern Award 3; Atlas Award 2. IBT responded that the disputes were not arbitrable. Southern Award 3; Atlas Award 2. The airlines then obtained an order compelling arbitration from the United States District Court for the Southern District of New York, which was affirmed by the Second Circuit. Atlas Air, Inc. v. Int'l Bhd. of Teamsters, 293 F. Supp. 3d 457 (S.D.N.Y. 2018), aff'd, 943 F.3d 568 (2d Cir. 2019).

The parties proceeded to arbitration. The Southern System Board of Adjustment ("Southern Board") granted the Southern grievance in June 2019, Southern Award 24, and the Atlas System Board of Adjustment ("Atlas Board") granted the Atlas grievance in August 2019, Atlas Award 13. Both awards ordered the union to—within 45 days of each order—present an integrated seniority list to management and thereafter begin negotiations for a joint collective bargaining agreement. See Southern Award 23; Atlas Award 12.

In June and September 2019, the union filed petitions to vacate the arbitration awards in this Court. See Compl., Southern Air I, No. 19-cv-1948 (D.D.C. June 28, 2019); Compl., Atlas Air I, No. 19-cv-2723 (D.D.C. Sept. 11, 2019). The airlines subsequently moved to dismiss the petitions under Federal Rule of Civil Procedure 12(b)(6). In October 2019, the airlines separately sued the union to enforce the arbitration awards and filed a motion for summary judgment that raised the same issues that they had raised in their motions to dismiss the union's petitions. To streamline resolution, the Court held a status conference in all three matters on October 31, 2019, at which it stayed briefing in the airlines' enforcement action while it considered the union's petitions to vacate. See Minute Order (Oct. 31, 2019). On January 28, 2020, the Court dismissed both of the union's petitions to vacate the arbitration awards. See Southern Air I, 2020 WL 435428, at *12 ; Atlas Air I, 2020 WL 435353, at *10.

The union filed motions to vacate those judgments under Federal Rule of Civil Procedure 59(e). Meanwhile, the parties resumed summary judgment briefing in the airlines' action to enforce the arbitration awards. See Minute Order (Feb. 3, 2020). The parties' cross-motions for summary judgment in the enforcement action and the union's motions to vacate the Court's prior dismissal rulings involve the same issues, so the Court will consider them together.

II. Legal Standards

The Railway Labor Act ("RLA") commits so-called "minor disputes"—i.e. , disputes "about how to interpret an existing collective bargaining agreement, like the meaning of a term or whether the agreement permits a certain action"—to an exclusive mandatory grievance and arbitration procedure. Atlas Air, Inc. v. Int'l Bhd. of Teamsters, 928 F.3d 1102, 1108 (D.C. Cir. 2019) (citing Elgin, J. & E. Ry. Co. v. Burley, 325 U.S. 711, 723, 65 S.Ct. 1282, 89 L.Ed. 1886 (1945) ). Judicial review of arbitration awards issued under the RLA is limited to grounds of: (1) failure to comply with the RLA; (2) failure to confine the decision to matters within the board's jurisdiction; (3) fraud or corruption; and (4) contravention of law and public policy. See 45 U.S.C. § 153 First (q); Union Pac. R.R. Co. v. Sheehan, 439 U.S. 89, 93, 99 S.Ct. 399, 58 L.Ed.2d 354 (1978) ; Nat'l R.R. Passenger Corp. v. Fraternal Order of Police, Lodge 189 Labor Comm., 855 F.3d 335, 338 (D.C. Cir. 2017).

Cross-motions for summary judgment are the typical vehicle to resolve "suits to enforce arbitration awards," since "[l]egal issues tend to predominate." United Transp. Union v. CSX Transp. Inc., No. 04-cv-227, 2006 WL 3198811, at *1 (S.D. Ind. July 20, 2006) ; see also Am. Postal Workers Union, AFL-CIO v. U.S. Postal Serv., 789 F.2d 1, 4 (D.C. Cir. 1986) (resolving the validity of an arbitration award based on cross-motions for summary judgment). To defeat the airlines' motion for summary judgment to enforce the arbitration awards, the union must establish a genuine dispute of material fact, i.e. —a "dispute[ ] over facts that might affect the outcome of the suit under the governing law"—with respect to one of the aforementioned grounds for judicial review. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) ; see also Fed. R. Civ. P. 56.

The union has also filed motions under Federal Rule of Civil Procedure 59(e) to alter or amend the Court's dismissals of its suits to vacate the arbitration awards. "A Rule 59(e) motion ‘is discretionary’ and need not be granted unless the district court finds that there is an ‘intervening change of controlling law, the availability of new evidence, or the need to correct a clear error or prevent manifest injustice.’ " Firestone v. Firestone, 76 F.3d 1205, 1208 (D.C. Cir. 1996) (quoting Nat'l Trust v. Dep't of State, 834 F. Supp. 453, 455 (D.D.C. 1993) ).

The union raises the same legal issues in its Rule 59(e) motions and combined partial cross-motion for summary judgment and opposition. Its basic point seems to be that—since the Court now has the full record before it in the enforcement action—the Court should consider that same record in determining whether reconsideration of its prior dismissal rulings is necessary to correct a clear legal error or prevent manifest injustice. See IBT's Mot. to Alter J. ¶ 4, Atlas Air I, No. 19-cv-2723, ECF No. 23; IBT's Mot. to Alter J. ¶ 4 & n.1, Southern Air I, No. 19-cv-1948, ECF No. 21. Setting aside the differences in what the Court may consider in deciding a motion to dismiss versus a motion for summary judgment, it takes the union's point. Even so, the bar for finding "clear error" under Rule 59(e) is higher than that for granting summary judgment under Rule 56. See, e.g., Cable News Network, Inc. v. FBI, 401 F. Supp. 3d 187, 193 (D.D.C. 2019) (describing "clear error" as "the type of mistake that is ‘dead wrong’ " or that "strikes readers as erroneous ‘with the force of a five-week-old, unrefrigerated dead fish’ " (quoting Lardner v. FBI, 875 F. Supp. 2d 49, 53 (D.D.C. 2012) ; Mohammadi v. Islamic Republic of Iran, 947 F. Supp. 2d 48, 78 (D.D.C. 2013) )). Accordingly, if the...